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    Dorchester Minerals, L.P.

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

    December
29, 2009

    VIA
EDGAR TRANSMISSION

    Mr. John
P. Lucas

    Division
of Corporation Finance

    Securities
and Exchange Commission

    450 Fifth
Street, N.W.

    Washington,
D.C.  20549-7010

              Re:

              Form
      10-K for the year ended December 31,
2008

    Dear Mr.
Lucas,

    Pursuant
to your discussion with Kari Potts at Thompson & Knight LLP in early
December, Dorchester Minerals, L.P. (the “Partnership”) is submitting a draft of
Amendment No. 1 to its Form 10-K for the year ended December 31, 2008
(“Amendment No. 1”) for your review.   The Partnership has
prepared Amendment No. 1 in response to comment nos. 1, 2 and 3 of the staff of
the Securities and Exchange Commission (the “SEC”) contained in your letter of
August 31, 2009.  The Partnership will file Amendment No. 1 with the
SEC upon receipt of your approval.

    Additionally,
the Partnership acknowledges that:

              ·

              it
      is responsible for the adequacy and accuracy of the disclosures in this
      letter;

              ·

              staff
      comments or changes to disclosures in response to staff comments do not
      foreclose the Commission from taking any action with respect to this
      letter; and

              ·

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

    Please
direct any questions or additional comments regarding this letter to William
Casey McManemin at (214) 559-0300.

    Very
truly yours,

    /s/
William Casey McManemin

      UNITED
STATES

    SECURITIES
AND EXCHANGE COMMISSION

    WASHINGTON,
D.C. 20549

    FORM
10-K/A

    AMENDMENT
NO. 1

    x

    Annual
Report Pursuant to Section 13 or 15(d) of the Securities

    Exchange
Act of 1934 for the fiscal year ended December 31, 2008

    Or

    Transition
Report Pursuant to Section 13 or 15(d) of the Securities

    Exchange
Act of 1934 for the transition Period from ________ to ________

    Commission
File Number: 000-50175

    DORCHESTER
MINERALS, L.P.

    (Exact
name of registrant as specified in its charter)

              Delaware

              81-0551518

              (State
      of incorporation)

              (I.R.S.
      employer identification number)

    3838
Oak Lawn Avenue, Suite 300

    Dallas,
Texas 75219

    (Address
of principal executive offices) (Zip Code)

    (214)
559-0300

    (Registrant’s
telephone number, including area code)

    SECURITIES
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                Title
      of Each Class

                Name
      of Exchange on which Registered

              Common
      Units Representing Limited Partnership Interests

              NASDAQ
      Global Select Market

    SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

    Title of
Class

    None

    Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes o  No x

    Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 5(d) of the Act.  Yes o  No x

    Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yesx  Noo

    Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  o

    Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definitions of “accelerated filer, large accelerated filer and smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):

              Large
      accelerated filer o

              Accelerated
      filer x

              Non-accelerated
      filer o

              Smaller
      reporting company o

    (Do not
check if a smaller reporting company)

    Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act.): Yes o  No x

    The
aggregate market value of the common units held by non-affiliates of the
registrant (treating all managers, executive officers and 10% unitholders of the
registrant as if they may be affiliates of the registrant) was approximately
$606,241,083 as of June 30, 2008, based on $31.80 per unit, the closing
price of the common units as reported on the NASDAQ Global Select Market on such
date.

    Number of
Common Units outstanding as of February 26, 2009: 28,240,431

    DOCUMENTS
INCORPORATED BY REFERENCE

    Portions
of the definitive proxy statement for the registrant’s 2009 Annual Meeting of
Unitholders held on May 13, 2009, were incorporated by reference in Part III of
this Form 10-K. Such definitive proxy statement was filed with the Securities
and Exchange Commission not later than 120 days subsequent to December 31,
2008.

    EXPLANATORY
NOTE

    This
Amendment No. 1 to Form 10-K (“Amendment No. 1”) amends Part II, Item 9A –
Controls and Procedures and Part III, Item 13–Certain Relationships and Related
Transactions, and Director Independence of our Annual Report on Form 10-K for
the year ended December 31, 2008.  The Annual Report was initially
filed with the Securities and Exchange Commission (“SEC”) on February 26, 2009
and portions of it were incorporated into it by reference from the Partnership’s
definitive proxy statement filed February 27, 2009 (collectively, the “Annual
Report”).

    Part II,
Item 9A–Controls and Procedures is amended to clarify management’s conclusions
regarding the effectiveness of the Partnership’s disclosure controls and
procedures and to state that the Partnership’s registered public accounting
firm, Grant Thornton LLP, has issued an attestation report on the Partnership’s
internal control over financial reporting.  Part II, Item 9A of the
Annual Report is amended and restated in its entirety to read as set forth
below.

    Part III,
Item 13–Certain Relationships and Related Transactions, and Director
Independence is amended to provide a discussion of the material terms of the
agreements that define the relationship among Dorchester Minerals, L.P.,
Dorchester Minerals Management LP, Dorchester Minerals Management GP LLC and
Dorchester Minerals Operating LP.  The Annual Report did not include
any disclosure regarding Certain Relationships and Related
Transactions.  The Partnership is amending only the portion of the
Annual Report regarding Certain Relationships and Related Transactions to
include the disclosure set forth below.   The Partnership is not
amending the portion of the Annual Report regarding Director
Independence.

    This
Amendment No. 1 only revises, amends and restates the specific portions of the
Annual Report identified herein, and no other information in the Annual Report
is amended hereby.  Furthermore, neither this Amendment No. 1, nor any
other portion of the Annual Report, has been updated to reflect other events
occurring after the original date of the Annual Report or to modify or update
those disclosures affected by subsequent events.  A consent of our
registered independent public accounting firm and currently dated certifications
from our Chief Executive Officer and Chief Financial Officer are attached to
this Amendment No. 1 to Form 10-K as Exhibits 23.1, 31.1, 31.2 and 32.2,
respectively.

    PART
II

    ITEM
9A.  CONTROLS AND PROCEDURES

    Evaluation
of Disclosure Controls and Procedures

    Our management, with the participation
of our Chief Executive Officer and Chief Financial Officer, has evaluated the
effectiveness of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2008. Based
on this evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that, as of December 31, 2008, our disclosure controls and procedures
were effective, in that they ensure that information required to be disclosed by
us in the reports that we file or submit under the Exchange Act is (1) recorded,
processed, summarized and reported within the time periods specified in the
SEC’s rules and forms, and (2) accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required
disclosure.

    Management’s
Annual Report on Internal Control Over Financial Reporting

    Management acknowledges its
responsibility for establishing and maintaining adequate internal control over
financial reporting in accordance with Rule 13a-15(f) promulgated under the
Exchange Act.  Management has also evaluated the effectiveness of its
internal control over external financial reporting in accordance with generally
accepted accounting principles within the guidelines of the Committee of
Sponsoring Organizations of the Treadway Commission framework.  Based
on the results of this evaluation, management has determined that the
Partnership’s internal control over financial reporting was effective as of
December 31, 2008.  The registered public accounting firm of Grant
Thornton LLP, as auditors of the Partnership’s financial statements included in
the Annual Report, has issued an attestation report on the Partnership’s
internal control over financial reporting.

    Changes
in Internal Controls

    There were no changes in our
Partnership’s internal control over financial reporting (as defined in Rule
13a-15(f) of the Securities Exchange Act of 1934) during the quarter ended
December 31, 2008, that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.

    PART
III

    ITEM
13.                      CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS

    Certain
Relationships and Related Transactions

    We and
our wholly-owned subsidiaries reimburse certain direct and indirect expenses to
the operating partnership and our general partner.  The reimbursements
are made pursuant to the Partnership’s Amended and Restated Agreement of Limited
Partnership and Administrative Services Agreements between the operating
partnership and each of Dorchester Minerals Oklahoma LP and Dorchester Minerals
Acquisition LP, wholly-owned subsidiaries of the Partnership.  No
management fees or any other type of compensation is paid by or to any related
party, other than compensation reported pursuant to Item 402 of Regulation
S-K.

    Reimbursement of Our General
Partner

    Our
general partner was reimbursed $2,070,100 for expenses incurred in 2008 pursuant
to our Amended and Restated Agreement of Limited Partnership.  Our
general partner is not compensated for services provided as our general partner.
However, we reimburse our general partner on a monthly basis for all expenses
incurred or payments made on our behalf, and all other necessary or appropriate
expenses allocable to us. Such expenses include both direct expenses and
management expenses. Pursuant to our Amended and Restated Agreement of Limited
Partnership, direct expenses include

              ·

              professional
      fees and expenses, such as audit, tax, legal and engineering
      costs;

              ·

              regulatory
      fees and expenses;

              ·

              ad
      valorem taxes;

              ·

              severance
      taxes;

              ·

              the
      fees and expenses of independent managers of our
      general  partner and its general partner;
  and

              ·

              premiums
      for officers’ and managers’ liability
insurance.

    Management
expenses are expenses of the general partner and its affiliates incurred on our
behalf and include:

              ·

              rent,
      wages, salaries and the cost of employee benefit plans passed or provided
      to employees and officers that are properly allocable to us;
      and

              ·

              all
      other necessary or appropriate expenses allocable to
  us,

    but do
not include items classified as direct expenses or production
costs.  As a result of the limitation on management expenses discussed
below, recovery of additional expenses may occur by changing the classification
of the expenses only to the extent that (i) a portion of management expense is
reduced by shifting certain costs to direct expenses or production cost, and
(ii) such classification
change impacts a period when management expense could otherwise exceed the 5%
cap and (iii) such excess above the cap cannot be recovered in future or past
fiscal years.

    Our
reimbursements to our general partner of management expenses (excluding overhead
expenses included in production costs that are deducted in determining net
profits interests) during any fiscal year are limited to an amount not greater
than five percent (5%) of the sum of our distributions to our partners for that
fiscal year, adjusted for changes in cash reserves, plus expenses paid by us for
that year for direct and management expenses and production costs which are
capital in nature and charged against the net profits interests, and increases
in taxes and regulatory compliance costs.

    To the
extent that actual reimbursement for management expenses in any fiscal year is
less than five percent (5%) of this sum, our reimbursement to our general
partner may exceed the 5% limitation by the amount of that difference at any
time during the succeeding three fiscal years. If reimbursement to our general
partner was limited by the 5% limitation during the preceding three fiscal
years, the amount by which the management expenses are less than the 5%
limitation in the current year may be used to permit our general partner to
recoup the deficit from the preceding years.

    Our
Amended and Restated Agreement of Limited Partnership generally may not be
amended to increase the 5% limitation on the reimbursement of management
expenses.

    Reimbursement
to the Operating Partnership

    The
operating partnership was reimbursed an aggregate of $619,900 from Dorchester
Minerals Oklahoma LP and Dorchester Minerals Acquisition LP, two of our
wholly-owned subsidiaries, pursuant to Administrative Service
Agreements.  The operating partnership provides the wholly-owned
subsidiaries services related to accounting, internal controls, management of
data processing systems, preparation of all federal and state tax reports,
service as paymaster, preparation of periodic financial statements and banking
and other financial relationships.  The operating partnership is
reimbursed for the payment of all direct and indirect costs and expenses
incurred in the performance of the services provided, including without
limitation, (i) attributable secretarial, telephone, office rent and other
office expenses, (ii) attributable salaries and other compensation expenses of
employees, officers and directors, (iii) other attributable administrative
expenses, (iv) travel expenses, (v) legal and accounting costs and expenses and
(vi) expenses incurred in providing or obtaining such other professional,
technical, administrative services and advice as deemed necessary or
desirable.  Reimbursements made pursuant to the