SecProbe.io

May 22, 2012

Via E-mail
Mr. H.C. Allen, Jr. Chief Financial Officer Dorchester Minerals, L.P. 3838 Oak Lawn Avenue, Suite 300  Dallas, Texas  75219
Re: Dorchester Minerals, L.P.
  Form 10-K for the Fiscal Year ended December 31, 2011
Filed February 24, 2012 File No. 0-50175

Dear Mr. H.C. Allen:
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 ma y have additional comments.
            Form 10-K for the Fiscal Year ended December 31, 2011

 Note 6 – Unaudited Oil and Natural Gas Reserv e and Standardized Measure Information, page
F-11
 1. We note that your 2011 proved reserve estimates reflect significant revisions to previous
estimates (18% increase in oil and 26% incr ease in natural gas reserve estimates) as
presented on page F-12.  You ar e required to disclose the re asons for significant revisions
to comply with FASB ASC 932-235-50-5.  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.

H.C. Allen, Jr. Dorchester Minerals, L.P. May 22, 2012 Page 2

  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.

You may contact Lily Dang at (202) 551-3867 if  you have questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551-3686 with any
other questions.
Sincerely,
          / s /  K a r l  H i l l e r
Karl Hiller Branch Chief