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    Unassociated Document

              Dorchester
      Minerals, L.P.

      3838 Oak
Lawn Avenue, Suite 300, Dallas, TX  75219-4541, (214) 559-0300, (214)
559-0301 facsimile

    January
11, 2011

    VIA
EDGAR TRANSMISSION

    Mr.
Douglas Brown

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F
St., N.E.

    Washington,
D.C.  20549

              Re:

              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.
Brown,

    Dorchester
Minerals, L.P. (the “Partnership”) has the following responses to the comments
of the staff of the Securities and Exchange Commission contained in your letter
of December 29, 2010.  The Partnership’s responses are numbered to
correspond to the numbers used to designate the staff’s comments in your comment
letter.

    Form
10-K for the Fiscal Year Ended December 31, 2009

    Comment
No. 1     Exhibit
23.1

    We
note that the consent of Grant Thornton LLP lacks evidence of a
signature.  Please provide a signed auditor’s consent.

    Response:     Please
find an executed copy of Grant Thornton LLP’s consent attached
hereto.  In future filings the Partnership will include evidence of
its auditor’s signature.

      Comment
No. 2
Oil and Natural Gas Reserves, page
27

    We
note your statement on page 27 that “[e]nsuring compliance with generally
accepted petroleum engineering principles is the responsibility of the
Partnership’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 accepted petroleum engineering principles.”  With a
view toward possible disclosure, please explain to us the basis for concluding
that such principles have been sufficiently established so as to judge that the
reserve information has been prepared in conformity with such
principles.

      Mr.
Douglas Brown

      January
11, 2011

      Page
2

    Response:     The
quoted passage was originally derived from Exhibit “A” of the SPE document
titled “Standards Pertaining to the Estimating and Auditing of Oil and Gas
Reserves Information” (last updated on February 19, 2007). Although the
Partnership utilizes a multitude of references in the compilation of reserves
estimates, there is no singular list of “principles” that can be referenced.
Consequently, we propose to modify the statement on p. 27 of our Form 10-K as
set forth below. The Partnership respectfully requests that it not be required
to amend its Form 10-K for the year ended December 31, 2009 to modify the prior
disclosure.

    “Ensuring
compliance with generally accepted petroleum engineering and evaluation methods
and procedures is the responsibility of the Partnership’s engineering
manager.”

      Comment
No. 3     Properties,
page 18

    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,
please indicate why such disclosure is not required or indicate where in the
filing the disclosure has been included.

    Response:     We
understand § 229.1208  to define acreage and wells as
follows:

    1) A
gross well or acre is a well or acre in which the registrant owns a working
interest. The number of gross wells is the total number of wells in which the
registrant owns a working interest. Count one or more completions in the same
bore hole as one well. In a footnote, disclose the number of wells with multiple
completions. If one of the multiple completions in a well is an oil completion,
classify the well as an oil well.

    (2) A net
well or acre is deemed to exist when the sum of fractional ownership working
interests in gross wells or acres equals one. The number of net wells or acres
is the sum of the fractional working interests owned in gross wells or acres
expressed as whole numbers and fractions of whole numbers.

    (3)
Productive wells include producing wells and wells mechanically capable of
production.

    (4)
Undeveloped acreage encompasses those leased acres on which wells have not been
drilled or completed to a point that would permit the production of economic
quantities of oil or gas regardless of whether such acreage contains proved
reserves. Do not confuse undeveloped acreage with undrilled acreage held by
production under the terms of the lease.

    The
definitions set forth above are expressly limited to working interest ownership
in leased acreage and wells.  Dorchester owns royalty and net profits
interests only and as such does not drill any of the wells on lands in which it
owns an interest. Dorchester is not in the business of drilling oil and gas
wells.  In a limited number of instances we receive information
pursuant to leases or other agreements concerning activity on our lands, and
provide disclosure regarding drilling activity attributable thereto. These
instances represent a very small fraction of our holdings and consequently we
are able neither to quantify the total number of wells drilled on our lands nor
able to classify these wells as exploratory, developmental, successful or
dry.

      Mr.
Douglas Brown

      January
11, 2011

      Page
3

      Comment
No. 4     Acreage
Summary, page 19

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

    Response:
Reference is made to the § 229.1208 definitions in our response to Comment No.
3.  As a royalty and net profits interest owner, we do not develop
acreage, and we are not in the business of drilling wells.  Therefore,
we do not disclose amounts of developed and undeveloped acreage.

      Comment
No. 5     Exhibit
99.1

    Please
obtain and file a revised report from Calhoun, Blair & Associates 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
Regulation S-K.

    Response:
The report from Calhoun, Blair & Associates currently states the benchmark
prices as the “base” prices.  There are three separate
sets:  Oklahoma Hugoton, Kansas Hugoton and all other
NPIs.  The other NPI benchmark prices were referred to as “average oil
and gas prices.”  The weighted average prices for all NPIs were
$53.99/bbl and $3.04/Mcf for oil and gas, respectively, in 2009.  The
Partnership respectfully requests that it not be required to amend its Form 10-K
for the year ended December 31, 2009 to modify the Calhoun, Blair &
Associates report, and proposes to revise the nomenclature for benchmark prices
and to include the weighted average prices in the report provided as Exhibit
99.1 to the Form 10-K for the year ended December 31, 2010.

    Proxy Statement on Schedule
14A

    Comment
No. 6     General

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

    Response:      The
enhanced disclosure requirements in Item 407(h) of Regulation S-K became
effective on February 28, 2010. See Release No.
33-9089 (Dec. 16, 2009).  The Commission clarified that a Form 10-K and
Proxy Statement filed prior to February 28, 2010 were not required to comply
with the new disclosure requirements in Item 407 of Regulation S-K.  See Commission’s
Compliance and Disclosure Interpretations - Proxy Disclosure Enhancements
Transition, Question 1 (January 20, 2010).  Because the Partnership filed
its Form 10-K on February 25, 2010, and its Proxy Statement on February 26,
2010, the Partnership was not required to include these new disclosures in its
2009 Form 10-K or Proxy Statement.

      Mr.
Douglas Brown

      January
11, 2011

      Page
4

    In future
Proxy Statements, the Partnership will include the disclosure required by Item
407(h) of Regulation S-K along the following lines:

    “We
administer our risk oversight function through our Advisory Committee as well as
through our Board of Managers as a whole. Our Advisory Committee is empowered to
monitor the integrity of our financial reporting processes and systems of
internal controls and provide an avenue of communication among our independent
auditors, management, employees overseeing our internal audit functions and our
Board of Managers. Additionally, reports are provided during our board meetings
by the individuals who oversee risk management in liquidity, environmental,
safety, litigation and other operational areas.”

    Comment
No. 7     General

    Please
advise us of the basis for your conclusion that disclosure pursuant to Item
402(s) of Regulation S-K is not necessary and describe the process you undertook
to reach that conclusion.

    Response:
The enhanced disclosure requirements in Item 402(s) of Regulation S-K became
effective on February 28, 2010. See Release No.
33-9089 (Dec. 16, 2009).  The Commission clarified that a Form 10-K and
Proxy Statement filed prior to February 28, 2010 was not required to comply with
the new disclosure requirements in Item 402 of Regulation S-K.  See Commission’s
Compliance and Disclosure Interpretations - Proxy Disclosure Enhancements
Transition, Question 1 (January 20, 2010).  Because the Partnership filed
its Form 10-K on February 25, 2010, and its Proxy Statement on February 26,
2010, the Partnership was not required to include these new disclosures in its
2009 Form 10-K or Proxy Statement.

    Further,
all employees are employed by Dorchester Minerals Operating LP (the “operating
partnership”), rather than the Partnership, and the Partnership reimburses the
operating partnership for management expenses, which includes employee
compensation.  We concluded that disclosure in response to Item 402(s)
of Regulation S-K was not necessary due to our determination that risks arising
from the compensation policies and practices for employees of the operating
partnership are not reasonably likely to have a material adverse effect on us,
and pursuant to guidance included in the Commission’s adopting release for Item
402(s) of Regulation S-K Release No. 33-9089 indicating that Item 402(s) does
not require a company to make an affirmative statement that it has determined
that the risks arising from its compensation policies and practices are not
reasonably likely to have a material adverse effect on the company.

    Comment
No. 8     Nominees for Election, page
13

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

      Mr.
Douglas Brown

      January
11, 2011

      Page
5

    Response:     The
enhanced disclosure requirements in Item 401(e)(1) of Regulation S-K became
effective on February 28, 2010. See Release No.
33-9089 (Dec. 16, 2009).  The Commission clarified that a Form 10-K filed
prior to February 28, 2010 were not required to comply with the new disclosure
requirements in Item 401 of Regulation S-K.  See Commission’s
Compliance and Disclosure Interpretations - Proxy Disclosure Enhancements
Transition, Question 1 (January 20, 2010).  Because the Partnership filed
its Form 10-K on February 25, 2010, and its Proxy Statement on February 26,
2010, the Partnership was not required to include these new disclosures in its
2009 Form 10-K or Proxy Statement.

    In future
Proxy Statements, the Partnership will include a discussion of the specific
experience, qualifications, attributes or skills of each manager as required by
Item 401(e)(1).  It is anticipated the discussion will be presented under
the caption “Board of Managers Qualifications,” along the following
lines:

    “In
considering whether to recommend any candidate for inclusion in the Board’s
slate of recommended nominees, the members of the general partner of our general
partner consider criteria such as the candidate’s integrity, business acumen,
age, experience, commitment, diligence, conflicts of interest and the ability to
act in the interests of all limited partners. We seek nominees with a diversity
of experience, professions, skills, geographic representation and backgrounds.
The members of the general partner of our general partner do not assign specific
weights to particular criteria and no particular criterion is necessarily
applicable to all prospective nominees. We believe that the backgrounds and
qualifications of the managers, considered as a group, should provide a
significant composite mix of experience, knowledge and abilities that will allow
the Board of Managers to fulfill its responsibilities.”

    In
addition, the Partnership will revise the biographies of each of the members of
the Board of Managers along the following lines:

    William Casey McManemin, age
50, has served as Chief Executive Officer and as a manager of Dorchester
Minerals Management GP LLC and as Chief Executive Officer of Dorchester Minerals
Operating GP LLC and Dorchester Minerals, L.P. since 2001. He received his
Bachelor of Science degree in Petroleum Engineering from Texas A&M
University in 1984.  The members of the general
partner of our general partner have determined that Mr. McManemin’s extensive
and varied professional experience in petroleum engineering, extensive history
of managing the majority of the properties held by the Partnership, as well as
his strong executive management skills, qualify him to continue to serve on the
Board of Managers.

    H.C. Allen, Jr., age 72, has
served as Chief Financial Officer and as a manager of Dorchester Minerals
Management GP LLC and as Chief Financial Officer of Dorchester Minerals
Operating GP LLC and Dorchester Minerals, L.P. since 2001. He co-founded SASI
Minerals Company, Republic Royalty Company, Spinnaker Royalty Company, L.P. and
CERES Resource Partners, LP with Mr. McManemin in 1988, 1993, 1996 and 1998,
respectively. He received his Bachelor of Business Administration degree from
the University of Texas in 1962 and his Master of Business Administration degree
from the University of North Texas in 1963.  The members of the general
partner of our general partner have determined that Mr. Allen’s business and
financial experience with the Partnership and other companies within our
industry and his extensive history of managing the majority of the properties
held by the Partnership qualify him to continue to serve on the Board of
Managers.

      Mr.
Douglas Brown

      January
11, 2011

      Page
6

    James E. Raley, age 71, has
served as Chief Operating Officer and as a manager of Dorchester Minerals
Management GP LLC and as Chief Operating Officer of Dorchester Minerals
Operating GP LLC and Dorchester Minerals, L.P. since 2001. He had served as a
general partner of Dorchester Hugoton since 1990. He received a Bachelor of
Science degree in Mechanical Engineering from Texas Tech University in
1962.  The
members of the general partner of our general partner have determined that Mr.
Raley’s extensive history of managing a portion of the properties held by the
Partnership, as well as his long standing management experience with the
Partnership, provides our Board of Managers with considerable knowledge and
understanding of the Partnership’s properties and its strategic matters and
qualify him to continue to serve on the Board of Managers.

    Preston A. Peak, age 88, ha