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filename1.htm

    sec-commentresponse.htm

      Dorchester
Minerals, L.P.

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

    February
22, 2010

    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

              Definitive
      Proxy

              Form
      10-Q for the Fiscal Quarter Ended March 31,
2009

              Form
      10-Q for the Fiscal Quarter Ended June 30,
2009

    Dear Mr.
Lucas,

    Dorchester
Minerals, L.P. (the “Partnership”) today filed Amendment No. 1 to its Form 10-K
for the year ended December 31, 2008.  Pursuant to our counsel’s
discussion with Timothy Levenberg on February 17, 2010, the Partnership is
submitting this letter to summarize the resolution by the Partnership and the
staff of the Securities and Exchange Commission to the comments of the staff
contained in your letter of August 31, 2009.  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, 2008

    Comment
No.
1                     Controls and Procedures, page
36

    In
your amended Form 10-K, revise this section to disclose whether your chief
executive officer and chief financial officer, or persons performing similar
functions, concluded that your disclosure controls and procedures were effective
as of December 31, 2008.  See Item 307 of Regulation S-K.

    Response:                      The
Partnership has filed Amendment No. 1 to its Form 10-K for the year ended
December 31, 2008 to provide the requested disclosure.

          Mr. John
P. Lucas

          February
22, 2010

          Page
2

              Comment
      No. 2

              Management's Annual Report on
      Internal Control Over Financial Reporting, page
  36

    In
your amended Form 10-K, revise this section to include a statement that the
registered public accounting firm that audited your financial statements has
included an attestation report on your internal control over financial
reporting.  See Item 308(a)(4) of Regulation S-K.

    Response:                      The
Partnership has filed Amendment No. 1 to its Form 10-K for the year ended
December 31, 2008 to provide the requested disclosure.

              Comment
      No. 3

              Certain Relationships and
      Related Transactions and Director Independence, p.
    37

    Please
provide all the disclosure Item 404 of Regulation S-K requires. We note your
discussion in note 3 on page F-11.  Please provide further 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, Dorchester Minerals Operating LP; and all other
related organizations.  For example, you state that under the terms of
your limited partnership agreement, you reimburse the general partner for
certain allocable general and administrative costs, but that this reimbursement
is limited to 5% of distributions.  However, we find no reference to
reimbursement in your agreement of limited partnership filed as exhibit
3.2.

    Response:
The Partnership has filed Amendment No. 1 to its Form 10-K for the year ended
December 31, 2008 to provide the requested disclosure substantially in the form
proposed to the staff in the draft Form 10-K/A for the year ended December 31,
2008 submitted by the Partnership on December 29, 2009.

    Definitive
Proxy

    Please
confirm in writing that you will comply with the following comments in all
future filings.  Provide us also with an example of the disclosure you
intend to use. Please understand that after our review of your responses, we may
raise additional comments.

    Comment
No.
4                     Include page numbers in your
filing.  Our page references are to the pages as they appear on a
printout from the EDGAR database.

    Response:                      The
Partnership confirmed that it will include page numbers in all future filings of
definitive proxy statements in its September 10, 2009 letter to the
staff.

    Comment
No.
5                     Security Ownership of Certain
Beneficial Owners and Management, page
8

    We
note your statement in footnote 12 regarding the Bank of New York Mellon's
"interest that relates to more than five percent of the common
units."  Include a tabular entry to reflect its interest, and provide
updated textual or footnote disclosure to explain in necessary detail the nature
of its beneficial ownership.  We refer you to notes 3 and 4 to Item
403 of Regulation S-K.

    Response:                      The
Partnership will, when applicable, include in all future filings of its Annual
Report on Form 10-K or in the portions of the definitive proxy statement
incorporated by reference into the Annual Report on Form 10-K, the disclosure
proposed by it in its September 10, 2009 letter to the staff.

Mr. John P. Lucas
February 22, 2010
Page 3

    Comment
No.
6                     Partnership Governance, page
10

    Please
revise to explain briefly the principal terms of the Business Opportunities
Agreement.

    Response:                      The
Partnership will include in future filings of its Annual Report on Form 10-K the
disclosure proposed by it in its September 10, 2009 letter to the
staff.

    Comment
No.
7                     Compensation Discussion and
Analysis, page 11

    You
state the "[t]he compensation policy occasionally contemplates performance-based
cash bonuses."  Explain to us what policy you are referring to and
file it as an exhibit.  Also briefly describe how the precise bonus
amounts are determined.

    Response:                      The
Partnership will include in future filings of its Annual Report on Form 10-K or
in the portions of the definitive proxy statement incorporated by reference into
the Annual Report on Form 10-K, the disclosure proposed by it in its September
10, 2009 letter to the staff.

    Comment
No.
8                     Compensation Discussion and
Analysis, page 11

    We
note your disclosure on page 34 of your Form 10-K of "pension contributions" as
an example of expenses that you reimburse to your general partner.  If
you maintain a pension plan, provide the table and disclosure required by Item
404(h) of Regulation S-K.

    Response:                      The
Partnership will include in future filings of its Annual Report on Form 10-K or
in the portions of the definitive proxy statement incorporated by reference into
the Annual Report on Form 10-K, the disclosure proposed by it in its September
10, 2009 letter to the staff.

    Form
10-Q for the Fiscal Quarter Ended March 31, 2009

    Form
10-Q for the Fiscal Quarter Ended June 30, 2009

    Comment
No.
9                     Evaluation of Disclosure Controls
and Procedures, pages
14 and 16, respectively

    Revise
to state whether your disclosure controls and procedures were also effective in
ensuring that information required to be disclosed in the reports that you file
or submit under the Exchange Act is accumulated and communicated to your
management, including your principal executive and principal financial officers,
as appropriate to allow timely decisions regarding required
disclosure.

    Response:                      The
Partnership’s Form 10-Q for the quarter ended September 30, 2009 provided the
requested disclosure and its future filings on Form 10-Q will provide the
requested disclosure.

    Mr. John P. Lucas

    February 22, 2010

    Page 4

      Comment
No.
10                   Changes in Internal Controls, pages
14 and 16, respectively

      This
section requires an evaluation of changes to a registrant's internal control
over financial reporting, as defined in Exchange Act Rule 13a-15(f), made during
the fiscal quarter covered by this report.  Note that internal control
over financial reporting is not the same as disclosure controls and procedures,
which are defined in Exchange Act Rule 13a-15(e).  Please revise this
section to state, if true, that your management concluded that there were no
changes in your internal control over financial reporting that occurred during
the fiscal quarter ended March 31, 2009, and clarify any remaining references to
disclosure controls and procedures.

    Response:                      The
Partnership’s Form 10-Q for the quarter ended September 30, 2009 provided the
requested disclosure and its future filings on Form 10-Q will provide the
requested disclosure.

    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