SecProbe.io

December 29, 2010
 Mr. William Casey McManemin Chief Executive Officer Dorchester Minerals, L.P. 363 N. Sam Houston Parkway East, Suite 380 Houston, TX 77060
Re: Dorchester Minerals, L.P.
  Form 10-K for the Fiscal Year Ended December 31, 2009
Filed February 25, 2010 Proxy Statement on Schedule 14A Filed February 26, 2010 File No. 0-50175

Dear Mr. McManemin:
We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.  Form 10-K for the Fiscal Year Ended December 31, 2009

Exhibit 23.1
 1. We note that the consent of Grant Thornton LLP lacks evidence of a signature.  Please
provide a signed auditor’s consent.
Oil and Natural Gas Reserves, page 27

 2. We note your statement on page 27 that, “[e]ns uring compliance with generally accepted
petroleum engineering principles is the res ponsibility of the Part nership’s engineering
manager.”
  While we understand that there are fundamentals of physics, mathematics and
economics that are applied in the estimation of reserves, we are not aware of an official
industry compilation of such “generally accep ted petroleum engineering principles.”

Mr. William Casey McManemin Dorchester Minerals, L.P. December 29, 2010 Page 2

With a view toward possible disclosure, please  explain to us the ba sis for concluding that
such principles have been sufficiently esta blished so as to ju dge that the reserve
information has been prepared in co nformity with such principles.

Properties, page 18

 3. Please provide the disclosure required pursuant to Item 1205 of Regulation S-K.  In
particular, provide for the last three fiscal  years the number of net productive and dry
exploratory wells drilled and the number of  net productive and dry development wells
drilled.  In the alternative, pl ease indicate why such disclosure is not required or indicate
where in the filing the disclosure has been included.
 Acreage Summary, page 19

 4. Please provide the disclosure required pursuant to Item 1208 of Regulation S-K.  In
particular, disclose the amount of develope d and undeveloped acreage in connection with
both your royalty properties and ne t profits interests, or tell us why such information is
not required.
 Exhibit 99.1

5. Please obtain and file a revised report from  Calhoun, Blair & Associ ates that discloses
both the relevant benchmark prices and the weighted average prices from the total
company reserve report.  See Item 1202(a)(8)(v) of Regul ation S-K.
 Proxy Statement on Schedule 14A

 General

 6. Please provide the disclosu re required by Item 407(h) of Regulation S-K

7. Please advise us of the basis for your conclu sion that disclosure pursuant to Item 402(s)
of Regulation S-K is not nece ssary and describe the proce ss you undertook to reach that
conclusion.

Nominees for Election, page 13

8. For each member of your Board of Manage rs, please briefly discuss the specific
experience, qualifications, attributes or skills  that led to the conc lusion that the person
should serve as a manager at the time that th e disclosure was made, in light of the your
business and structure.  See Item 401(e) of Regulation S-K.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of

Mr. William Casey McManemin Dorchester Minerals, L.P. December 29, 2010 Page 3

1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.     In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please contact Douglas Brown at (202) 551- 3265 or Laura Nichol son at (202) 551-3584
with any questions.
Sincerely,

H. Roger Schwall Assistant Director