SecProbe.io

May 3, 2011

Via E-mail
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
Form 10-K for the Fiscal Year Ended December 31, 2010 Filed February 24, 2011 Response Letter Dated January 11, 2011 File No. 0-50175

Dear Mr. McManemin:
We have reviewed your filings and your re sponse letter dated January 11, 2011, and have
the following comments.  We have limited our review of your annual report on Form 10-K for
the fiscal year ended December 31, 2010 to those issu es we have addressed in our comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
Please respond to this letter within te n business days by amending your filings, 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 f ilings and the information you provide in
response to these comments, we may have additional comments.  General

 1. We note that you recently faxed us your response to our comments issued June 14, 2002
per our request.  Please submit such re sponse via EDGAR as correspondence with a
cover letter describing the response a nd date it was originally submitted.

Mr. William Casey McManemin Dorchester Minerals, L.P. May 3, 2011 Page 2

 Form 10-K for the Fiscal Year Ended December 31, 2010

 Acreage Summary, page 18

 2. We note your response to comment 4 from our  letter dated December 29, 2010.  Please
revise your disclosure to provide an explanation as to  the reason you do not disclose the
amount of developed and undeveloped acreage in  connection with your royalty properties
and net profits interests.
Acquisition for Units, page F-11

 3. We note your reference to an effective regi stration statement on Form S-4 registering
5,000,000 common units that may be offered and issued by you from time to time in connection with asset acquisiti ons or other business combina tion transactions.  We also
note that you conducted offerings under th e S-4 on March 31, 2010 and June 30, 2009.
Assuming you are referencing your registration statement on Form S-4 filed in May 2005
(File No. 333-124544), we note that such re gistration statement was not amended in
connection with these transact ions.  Please tell us how you have complied with the Form
S-4 requirements with respect to the Marc h 2010 and June 2009 transactions.  Please
refer to General Instruction H to Fo rm S-4 and Item 22(c) of Form S-4.

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
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.

Mr. William Casey McManemin Dorchester Minerals, L.P. May 3, 2011 Page 3

 Please contact Douglas Brown at (202) 551- 3265 or Laura Nichol son at (202) 551-3584
with any questions.
Sincerely,
          / s /  H .  R o g e r  S c h w a l l
H. Roger Schwall Assistant Director