SecProbe.io

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 Dorchester Minerals, L.P.
3838 Oak Lawn Ave, Ste 300
Dallas, Texas 75219
(214) 559-0300

 March 19, 2025

 VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E. Washington, D.C. 20549

 Re: Dorchester Minerals, L.P.
Registration Statement on Form S-4
Filed March 11, 2025
File No. 333-285714

 Ladies and Gentlemen:

 In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effectiveness of the above-referenced Registration Statement on Form S-4 be accelerated so that it becomes effective at 4:30 p.m., Eastern Time, on March 21, 2025 or as soon thereafter as practicable.

 Please address any questions or comments with respect to this request to our counsel, Akin Gump Strauss Hauer & Feld LLP, by contacting Jesse Betts (telephone: (214) 969-2779).

 Very truly yours,

 DORCHESTER MINERALS, L.P.

 By:

 /s/ Bradley J. Ehrman

 Bradley J. Ehrman

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 18, 2025

Leslie Moriyama
Chief Financial Officer
Dorchester Minerals, L.P.
3838 Oak Lawn Avenue, Suite 300
Dallas, Texas 75219

 Re: Dorchester Minerals, L.P.
 Registration Statement on Form S-4
 Filed March 11, 2025
 File No. 333-285714
Dear Leslie Moriyama:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Claudia Rios at 202-551-8770 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Jesse E. Betts, Esq.
</TEXT>
</DOCUMENT>

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	dmlp20210510_corresp.htm

Dorchester Minerals, L.P.

3838 Oak Lawn Ave, Ste 300

Dallas, Texas 75219

(214) 559-0300

May 19, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

			Re:

			Dorchester Minerals, L.P.

			Registration Statement on Form S-4

			Filed May 11, 2021

			File No. 333-256021

Ladies and Gentlemen:

In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effectiveness of the above-referenced Registration Statement on Form S-4 be accelerated so that it becomes effective at 4:30 p.m., Eastern Time, on May 21, 2021 or as soon thereafter as practicable.

Please address any questions or comments with respect to this request to our counsel, Akin Gump Strauss Hauer & Feld LLP, by contacting Jesse Betts (telephone: (214) 969-2779).

			Very truly yours,

			DORCHESTER MINERALS, L.P.

			By:

			Dorchester Minerals Management LP,

			its general partner

			By:
			Dorchester Minerals Management GP LLC,

			its general partner

			By:

			/s/ William Casey McManemin

			William Casey McManemin

			Chief Executive Officer

United States securities and exchange commission logo
May 18, 2021
William McManemin
Chairman, Chief Executive Officer and Manager
DORCHESTER MINERALS, L.P.
3838 Oak Lawn Avenue, Suite 300
Dallas, Texas 75219
Re:DORCHESTER MINERALS, L.P.
Registration Statement on Form S-4
Filed May 11, 2021
File No. 333-256021
Dear Mr. McManemin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Timothy Collins at 202-551-3176 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jesse Betts

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Dorchester Minerals, L.P.

3838 Oak Lawn Avenue, Suite 300, Dallas, Texas 75219-4541,

Telephone (214) 559-0300, Facsimile (214) 559-0301

August 19, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

			Re:

			Dorchester Minerals, L.P.

			Registration Statement on Form S-3

			Filed August 12, 2019

			File No. 333-233220

Ladies and Gentlemen:

In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effectiveness of the above-referenced Registration Statement on Form S-3 be accelerated so that it becomes effective at 4:30 p.m., Eastern Time, on August 21, 2019 or as soon thereafter as practicable.

Please address any questions or comments with respect to this request to our counsel, Thompson & Knight LLP, by contacting Jesse Betts (telephone: (214) 969-1198; facsimile (214) 999-9240).

			Very truly yours,

			DORCHESTER MINERALS, L.P.

			By:

			Dorchester Minerals Management LP,

			its general partner

			By:
			Dorchester Minerals Management GP LLC,

			its general partner

			By:

			/s/ Leslie A. Moriyama

			Leslie A. Moriyama

			Chief Financial Officer

August 16, 2019
William Casey McManemin
Chairman, Chief Executive Officer and Manager
Dorchester Minerals, L.P.
3838 Oak Lawn Avenue, Suite 300
Dallas, TX 75219
Re:Dorchester Minerals, L.P.
Registration Statement on Form S-3
Filed August 12, 2019
File No. 333-233220
Dear Mr. McManemin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Natural Resources

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        Dorchester Minerals, L.P.

3838 Oak Lawn Avenue, Suite 300, Dallas, Texas 75219-4541, Telephone (214) 559-0300, Facsimile (214) 559-0301

June 4, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

                                Re:          Dorchester Minerals, L.P.

                                                Registration Statement on Form S-4

                                                Filed May 31, 2019

                                                File No. 333-231841

Ladies and Gentlemen:

                In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effectiveness of the above-referenced Registration Statement on Form S-4 be accelerated so that it becomes effective at 4:30 p.m., Eastern Time, on June 6, 2019 or as soon thereafter as practicable.

Please address any questions or comments with respect to this request to our counsel, Thompson & Knight LLP, by contacting Jesse Betts (telephone: (214) 969-1198; facsimile (214) 999-9240).

Very truly yours,

DORCHESTER MINERALS, L.P.

By:         Dorchester Minerals Management LP,

                its general partner

By:         Dorchester Minerals Management GP LLC,

                its general partner

By:         /s/ William Casey McManemin

                William Casey McManemin

                Chief Executive Officer

June 4, 2019
William Casey McManemin
Chief Executive Officer
Dorchester Minerals, L.P.
3838 Oak Lawn Avenue, Suite 300
Dallas, TX 75219
Re:Dorchester Minerals, L.P.
Registration Statement on Form S-4
Filed May 31, 2019
File No. 333-231841
Dear Mr. McManemin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Karina Dorin, Staff Attorney, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Natural Resources

June 28,  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 completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do  not foreclose the Commission from taking
any action with resp ect to the company or 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
federal securities laws of the U nited States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Karl Hiller

Karl Hiller
Branch Chief

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Dorchester Minerals, L.P.

3838 Oak Lawn Avenue

Suite 300

Dallas, Texas 75219-4541

214.559.0300

214.559.0301 facsimile

William Casey McManemin

Chief Executive Officer

VIA EDGAR TRANSMISSION

June 19, 2012

Ms. Lily Dang

United States Securities and Exchange Commission

Division of Corporate Finance

Washington, D.C. 20549

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 Ms. Dang:

Thank you for your time during our telephone conversation on May 25 and for allowing me to defer our response to the May 22 comment letter until my return from an extended travel schedule. Our discussion focused on the factors contributing to the meaningful upward revision to our proved reserves as reported in our Form 10-K and related disclosure. I am writing to: provide information concerning the revisions; refer you to the discussion of factors contributing to the revision reflected in our filings; state why we do not believe an amendment of our filing is appropriate, and; state how we will address similar circumstances in the future.

As noted in the comment letter, our reserves reflected an upward revision of 19,367 mmcfe or an approximate 24% revision. The primary factor contributing to this revision was the occurrence of a net profits interest (the “Minerals NPI”) reaching a profit status for the first time and the resulting obligation to include the reserves, production and revenues attributable to the Minerals NPI in our financial statements.

The Minerals NPI was formed in January 2003. Commencing with our Form 10-K for the period ending December 31, 2004, we included a discussion of activity of the Minerals NPI properties. Commencing with our Form 10-K for the period ending December 31, 2006, we included a discussion of activity, a schedule of annual revenues and expenses since inception and a schedule of annual production volumes and year-end proved reserve estimates. This disclosure was intended to provide the reader a comparable amount of detail and analysis for the Minerals NPI properties as was reported for our other properties even though activity attributable to the Minerals NPI properties was not reflected in our financial statement or other required disclosure. These disclosures were always included in Item 2. PROPERTIES – Properties - Net Profits Interests and were not included in Item 2. PROPERTIES - Oil and Gas Reserves or Note 6. – Unaudited Oil and Natural Gas Reserve and Standardized Measure Information in the Notes to our financial statements. Separately, we discussed the payout status of the Minerals NPI in our Annual Meeting presentations since 2007, all of which having been filed annually on Form 8-K.

Ms. Dang

June 19, 2012

Page two of two

The Minerals NPI reached payout status in November 2011. Consequently, commencing with our Form 10-K for the period ending December 31, 2011, activity attributable to the Minerals NPI was included in our financial statements and our proved reserves and related disclosures for the first time. The inclusion of the reserves attributable to the Minerals NPI resulted in a revision to our proved reserves of 6,607 mmcf and 254 mbbls or approximately 42% of the total revision of 19,367 mmcfe. The remainder of the revision is spread across thousands of properties in multiple states. Please note the Form 10-K includes robust discussion of reserves, production volumes, revenues, expenses, and activity on the Minerals NPI properties along with a description of the impact of its reaching payout status on our financial statements and limited partner distributions. The discussion is included in Item 2. PROPERTIES – Properties - Net Profits Interests (pages 17-19), Item 2. PROPERTIES – Properties - Drilling Activity (pages 20-21) and Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (pages 26-27).

We are required to include discussion of the reasons for significant revisions to our proved reserve estimates to comply with FASB ASC 932-235-50-5. We believe our Form 10-K for the period ending December 31, 2011 includes adequate disclosure concerning the revisions. We believe including the information in the Properties and MD&A sections is appropriate given the unique circumstances of the Minerals NPI. Consequently we respectfully do not believe amendment to the filing is appropriate. Prospectively, we will include a separate discussion of the reasons for significant revisions in Item 2. PROPERTIES - Oil and Gas Reserves and in a Note to our financial statements that discusses Unaudited Oil and Natural Gas Reserve and Standardized Measure Information.

I trust the information and discussion provided herein is responsive to your May 22 correspondence. We acknowledge that:

·

We are responsible for the adequacy and accuracy of the disclosure in our filings.

·

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·

We 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 contact me at the letterhead address should you have any questions or wish to further discuss this matter. Thank you.

Very truly yours,

/s/ William Casey McManemin

WCM/jg

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

June 7, 2011
 Via E-mail

William Casey McManemin Chief Executive Officer Dorchester Minerals, L.P. 3838 Oak Lawn, Suite 300 Dallas, Texas 75219
Re: Dorchester Minerals, L.P.
  Form 10-K for Fiscal Year Ended December 31, 2009   Filed February 25, 2010
Form 10-K for Fiscal Year Ended December 31, 2010 Filed February 24, 2011 File No. 0-50175

Dear Mr. McManemin:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

        S i n c e r e l y ,
          / s /  H .  R o g e r  S c h w a l l            H .  R o g e r  S c h w a l l          A s s i s t a n t  D i r e c t o r   cc: Via E-mail

Joe Dannenmaier, Esq.

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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

May 12, 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:

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. Brown,

Dorchester Minerals, L.P. (the “Partnership”) has the following responses to the comments of the staff of the Securities and Exchange Commission (the “Staff”) 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.

General

Comment No. 1

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

Response:       The Partnership confirms that it will submit via EDGAR its response to the Staff’s comments issued June 14, 2002 with a cover letter describing the response and the date it was originally submitted.

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

Comment No. 2       Acreage Summary, page 18

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.

Mr. Douglas Brown

May 12, 2011

Page 2

Response:     The Partnership notes your comment and confirms that, in future filings, it will revise its disclosure to provide an explanation as to the reason it does not disclose the amount of developed and undeveloped acreage in connection with its royalty properties and net profits interests.

Comment No. 3       Acquisition for Units, page F-11

We note your reference to an effective registration 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 acquisitions or other business combination transactions.  We also note that you conducted offerings under the 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 registration statement was not amended in connection with these transactions.  Please tell us how you have complied with the Form S-4 requirements with respect to the March 2010 and June 2009 transactions.  Please refer to General Instruction H to Form S-4 and Item 22(c) of Form S-4.

Response:      The Partnership has relied on guidance from the Commission contained in a no-action letter styled Service Corp. Int’l (available Dec. 2, 1985) to comply with the Form S-4 requirements with respect to the March 2010 and June 2009 transactions.  In the Service Corp. Int’l no-action letter, the Commission set forth certain procedures for making acquisitions pursuant to a shelf registration statement, including, among other things, that

“[i]f the registrant is a Form S-3 company and elects to use Form S-3 level disclosure on Form S-4, incorporation by reference of the required information from other filings may substitute for the filing of . . . a post-effective amendment, so long as the other filings contain all of the information specified by Form S-4, as contemplated by Item 512(a) of Regulation S-K.”

The Partnership is, and at the time of the March 2010 and June 2009 transactions was, a Form S-3 eligible issuer.  In reliance on the Commission’s guidance in the Service Corp. Int’l no-action letter, the Partnership filed current reports on Form 8-K with the Commission on April 6, 2010 and July 6, 2009 containing all of the information specified by Form S-4, as contemplated by Item 512(a) of Regulation S-K, with respect to the March 2010 and June 2009 transactions, respectively, in lieu of filing a post-effective amendment to its Form S-4 registration statement.

Additionally, the Partnership acknowledges that:

·

it is responsible for the adequacy and accuracy of the disclosure 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

Mr. Douglas Brown

May 12, 2011

Page 3

·

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

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

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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

December 29, 2010
 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 Proxy Statement on Schedule 14A Filed February 26, 2010 File No. 0-50175

Dear Mr. McManemin:
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 may have additional comments.  Form 10-K for the Fiscal Year Ended December 31, 2009

Exhibit 23.1
 1. We note that the consent of Grant Thornton LLP lacks evidence of a signature.  Please
provide a signed auditor’s consent.
Oil and Natural Gas Reserves, page 27

 2. We note your statement on page 27 that, “[e]ns uring compliance with generally accepted
petroleum engineering principles is the res ponsibility of the Part nership’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 accep ted petroleum engineering principles.”

Mr. William Casey McManemin Dorchester Minerals, L.P. December 29, 2010 Page 2

With a view toward possible disclosure, please  explain to us the ba sis for concluding that
such principles have been sufficiently esta blished so as to ju dge that the reserve
information has been prepared in co nformity with such principles.

Properties, page 18

 3. 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, pl ease indicate why such disclosure is not required or indicate
where in the filing the disclosure has been included.
 Acreage Summary, page 19

 4. Please provide the disclosure required pursuant to Item 1208 of Regulation S-K.  In
particular, disclose the amount of develope d and undeveloped acreage in connection with
both your royalty properties and ne t profits interests, or tell us why such information is
not required.
 Exhibit 99.1

5. Please obtain and file a revised report from  Calhoun, Blair & Associ ates 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 Regul ation S-K.
 Proxy Statement on Schedule 14A

 General

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

7. Please advise us of the basis for your conclu sion that disclosure pursuant to Item 402(s)
of Regulation S-K is not nece ssary and describe the proce ss you undertook to reach that
conclusion.

Nominees for Election, page 13

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

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

Mr. William Casey McManemin Dorchester Minerals, L.P. December 29, 2010 Page 3

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.

Please contact Douglas Brown at (202) 551- 3265 or Laura Nichol son at (202) 551-3584
with any questions.
Sincerely,

H. Roger Schwall Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

      DIVISION OF
CORPORATION FINANCE

        February 26, 2010

Mr. H.C. Allen, Jr. Chief Financial Officer and Manager Dorchester Minerals, L.P. 3838 Oak Lawn Avenue, Suite 300 Dallas, TX 75219
 Re: Dorchester Minerals, L.P.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed February 26, 2009 Definitive Proxy  Filed February 27, 2009
  File No. 0-50175

Dear Mr. Allen:     We have completed our review of your filings and have no further comments at this time.           S i n c e r e l y ,
H. Roger Schwall Assistant Director
    cc: Kari Potts, Esq.  Thompson & Knight LLP  Facsimile: (512) 482.5055

CORRESP
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    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

CORRESP
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    seccommentresponse2.htm

    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

CORRESP
1
filename1.htm

    dmlpresponse-sec.htm

DORCHESTER MINERALS, L.P.

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

September 10, 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

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”) has the following responses to the comments of the staff of the Securities and Exchange Commission 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 will file Amendment No. 1 to its Form 10-K for the year ended December 31, 2008 to provide the requested disclosure.

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 will file Amendment No. 1 to its Form 10-K for the year ended December 31, 2008 to provide the requested disclosure.

Mr. John P. Lucas

September 10, 2009

Page 2

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 only financial arrangements between the Partnership, its general partner, the general partner of its general partner, the operating partnership and other related organizations are reimbursements
of expenses by the Partnership or its wholly-owned subsidiaries to either the operating partnership or 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.  Although the reimbursement arrangements are required to be reported in the Notes to the Consolidated Financial Statements as related party transactions pursuant to GAAP, the Partnership does not believe the reimbursement arrangements are required to be reported pursuant to Item 404 of Regulation S-K since neither the Partnership or any related party has a direct or indirect material interest
in such arrangements.  Additionally, Section 7.4 of the Partnership’s Amended and Restated Agreement of Limited Partnership attached as Exhibit 3.2 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2002 contains the reimbursement provisions to which you refer.

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 confirms that it will include page numbers in all future filings of definitive proxy statements.

Mr. John P. Lucas

September 10, 2009

Page 3

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’s statement in footnote 12 regarding The Bank of New York Mellon’s interest is based in its entirety upon the most recent filing of Schedule 13G by Energy Trust LLC
on January 29, 2009.  Pursuant to note 3 to Item 403 of Regulation S-K, the Partnership is entitled to rely upon that information unless the Partnership knows or has reason to believe such information is not complete or accurate or that a statement or amendment should have been filed and was not.  The Partnership does not know or have reason to believe such information is not complete or accurate or that a statement or amendment should have been filed and was not.

The Partnership does have additional internal non-public information regarding the individual ownership by each of the pension funds.  Due to the non-public nature of this information, the Partnership respectfully suggests the following format for the Holders of 5% or More Not Named Above portion of the Security Ownership of Certain
Beneficial Owners and Management table for the filing of future definitive proxy statements.  The Partnership will update the number of units and percentages pursuant to Energy Trust LLC’s future filings pursuant to Section 13(d) or 13(g) of the Securities Exchange Act of 1934.  In the event the staff agrees to this suggested disclosure, the Partnership confirms that it will include it in all future filings of definitive proxy statements when applicable.

Name of Beneficial Owner

Number of Units

Percentage

Holders of 5% or More Not Named Above

     Energy Trust LLC (1)

5,507,685

19.5%(1)

     The Bank of New York Mellon, trustee for the

     Lucent Technologies Inc. Master Pension Trust

Not reported.

More than 5%(2)

(1)

The business address of Energy Trust LLC is 551 Fifth Avenue, 37th Floor, New York, New York 10176. Energy Trust LLC reported in its Amendment No. 5 to Schedule 13G filed on January 29, 2009 (“Amendment No. 5”) that it is the investment advisor to various pension funds that beneficially own the securities, and Energy Trust LLC has sole voting
and dispositive power over such securities. Energy Trust LLC exercises its voting and dispositive powers on behalf of each pension fund separately pursuant to its fiduciary duties to such pension fund as its investment advisor. Energy Trust LLC exercises voting and dispositive power over 5,507,685 of our common units, in the aggregate, on behalf of the pension funds, which represents

Mr. John P. Lucas

September 10, 2009

Page 4

19.5% of our outstanding common units. Each pension fund has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities it beneficially owns. In November 2008, each of the various pension funds notified the Securities and Exchange Commission of its intent to sell in aggregate
up to 280,000 common units in accordance with Rule 144. Although each of the various pension funds is required to notify the Securities and Exchange Commission of its intention to sell, none of the pension funds is required to report on Form 4 the sales that have taken place.

(2)

The Lucent Technologies Inc. Master Pension Fund is one of the pension funds for which Energy Trust LLC acts as an investment advisor.  Energy Trust LLC reported in Amendment No. 5 that The Bank of New York Mellon, as trustee for the Lucent Technologies Inc. Master Pension Trust, has an interest that relates to more than five percent of our common
units but did not report the exact number of common units in which The Bank of New York Mellon, as trustee for the Lucent Technologies Inc. Master Pension Trust has an interest.

Comment No. 6

Partnership Governance, page 10

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

Response:               The Partnership suggests the following language explaining the principal terms of the Amended and Restated Business Opportunities Agreement, however, the Partnership suggests including
such language in “Item 1. Business” for the Partnership’s future filings of its Annual Report on Form 10-K rather than in the Partnership’s future definitive proxy statements.  In the event the staff agrees to the suggested disclosure, the Partnership confirms that it will include it in future filings of its Annual Report on Form 10-K.

Business Opportunities Agreement

Pursuant to a business opportunities agreement among us, our general partner, the general partner of our general partner, the owners of the general partner of our general partner (the “GP Parties”), and, in their individual capacities as officers of the general partner of our general partner, William Casey McManemin, James E.
Raley and H.C. Allen, Jr., we have agreed that, except with the consent our general partner, which it may withhold in its sole discretion, we will not engage in any business not permitted by our partnership agreement, and we will have no interest or expectancy in any business opportunity that does not consist exclusively of the oil and gas business within a designated area that includes portions of Texas County, Oklahoma and Stevens County, Kansas. All opportunities which are outside the designated area or are
not oil and gas business activities are called renounced opportunities.

The parties also have agreed that, as long as the activities of the general partner, the GP Parties and their affiliates or manager designees are conducted in accordance with specified standards, or are renounced opportunities:

Mr. John P. Lucas

September 10, 2009

Page 5

·

our general partner, the GP Parties and their affiliates or the manager designees will not be prohibited from engaging in the oil and gas business or any other business, even if such activity is in direct or indirect competition with our business activities;

·

affiliates of our general partner, the GP Parties and their affiliates and the manager designees will not have to offer us any business opportunity;

·

we will have no interest or expectancy in any business opportunity pursued by affiliates of our general partner, the GP Parties or their affiliates and the manager designees; and

·

we waive any claim that any business opportunity pursued by our general partner, the GP Parties or their affiliates and the manager designees constitutes a corporate opportunity that should have been presented to us.

The standards specified in the business opportunities agreement generally provide that the GP Parties and their affiliates and manager designees must conduct their business through the use of their own personnel and assets and not with the use of any personnel or assets of us, our general partner or operating partnership.  A manager
designee or personnel of a company in which any affiliate of our general partner or any GP Party or their affiliates has an interest or in which a manager designee is an owner, director, manager, partner or employee (except for our general partner and its general partner and their subsidiaries) is not allowed to usurp a business opportunity solely for his or her personal benefit, as opposed to pursuing, for the benefit of the separate party an opportunity in accordance with the specified standards.

In certain circumstances, if a GP Party or any subsidiary thereof, any officer of the general partner of our general partner or any of their subsidiaries, or a manager of the general partner of our general partner that is an affiliate of a GP Party signs a binding agreement to purchase oil and natural gas interests, excluding oil and natural
gas working interests, then such party must notify us prior to the consummation of the transactions so that we may determine whether to pursue the purchase of the oil and natural gas interests directly from the seller.  If we do not pursue the purchase of the oil and natural gas interests or fail to respond to the purchasing party's notice within the provided time, the opportunity will also be considered a renounced opportunity.

In the event any GP Party or one of their subsidiaries acquires an oil and natural gas interest, including oil and natural gas working interests, in the designated area, it will offer to sell these interests to us within one month of completing the acquisition. This obligation also applies to any package of oil and natural gas interests,
including oil and natural gas working interests, if at least 20% of the net acreage of the package is within the designated area, but this obligation does not apply to interests purchased in a transaction in which the procedures described above applied and were followed by the applicable affiliate.

Mr. John P. Lucas

September 10, 2009

Page 6

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 does not have a compensation policy.  The incentives to each of the Partnership’s named executive officers come from the cash flow generated by the Partnership
and the activities of the operating partnership of our general partner and their individual holdings of the Partnership’s common units.  Since 2003, the operating partnership has paid a yearly $96,000 salary to each of the named executive officers in recognition of their services provided in managing the day-to-day affairs of the Partnership and the operating partnership.  There are no other objectives, designs or elements of the Partnership’s compensation program.  The
Advisory Committee, which serves as the Partnership’s compensation committee, has the discretion and authority to pay cash bonuses if it determines such bonuses are warranted.  The Advisory Committee has not awarded any cash bonuses since 2003.  To correct the above misstatement and avoid confusion, the Partnership’s future filings will not contain reference to a “compensation policy” and will instead refer to the Advisory Committee’s discretion and authority
to award the named executive officers discretionary cash bonuses if it determines such bonuses are warranted.

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

      DIVISION OF
CORPORATION FINANCE

        August 31, 2009

Mr. H.C. Allen, Jr. Chief Financial Officer and Manager Dorchester Minerals, L.P. 3838 Oak Lawn Avenue, Suite 300 Dallas, TX 75219
 Re: Dorchester Minerals, L.P.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed February 26, 2009 Definitive Proxy  Filed February 27, 2009 Form 10-Q for the Fiscal Quarter Ended March 31, 2009 Filed May 7, 2009 Form 10-Q for the Fiscal Quarter Ended June 30, 2009 Filed August 6, 2009
  File No. 0-50175

Dear Mr. Allen:
We have reviewed your filings and have the following comments.  Please provide
a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.    Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. H.C. Allen, Jr.
Dorchester Minerals, L.P.
August 31, 2009 Page 2

Form 10-K for the Fiscal Year Ended December 31, 2008
 Controls and Procedures, page 36

 1. 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.
 Management’s Annual Report on Internal Control Over Financial Reporting, page 36

 2. 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.
 Certain Relationships and Related Transactions and Director Independence, p. 37

 3. Please provide all the disclosure Item 404 of Regulation S-K requires.  We note your discussion in note 3 on page F-11.  Pl ease 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.
 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.

4. Include page numbers in your filing.  Our page references are to the pages as they appear on a printout from the EDGAR database.
Security Ownership of Certain Benefi cial Owners and Management, page 8

 5. 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

Mr. H.C. Allen, Jr.
Dorchester Minerals, L.P.
August 31, 2009 Page 3

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.
 Partnership Governance, page 10

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

Compensation Discussion and Analysis, page 11

7. 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.
 8. 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.

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

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

Evaluation of Disclosure Controls and Procedures, pages 14 and 16, respectively
 9. 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.
Changes in Internal Controls, pages 14 and 16, respectively

 10. This section requires an evaluation of changes to a registrant’s internal control over financial reporting, as defined in Ex change 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.

Mr. H.C. Allen, Jr.
Dorchester Minerals, L.P. August 31, 2009 Page 4

Closing Comments

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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 connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
‚ the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
Please contact John Lucas at (202)  551-5798, Timothy Levenberg, Special
Counsel, at (202) 551-3707 or me at ( 202) 551-3745 with any other questions.
         S i n c e r e l y ,
H. Roger Schwall Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

       DIVISION OF
CORPORATION FINANCE
       January 29, 2007

Mr. William Casey McManemin
Chief Executive Officer
Dorchester Minerals, L.P.
3838 Oak Lawn Avenue, Suite 300
Dallas, Texas  75219

 Re: Dorchester Minerals, L.P.
  Form 10-K for Fiscal Year Ended December 31, 2005
Filed March 8, 2006
File No. 000-50175

Dear Mr. McManemin:

We have completed our review of your Form 10-K and have no further comments at this
time.

       S i n c e r e l y ,

       Karl Hiller
       B r a n c h  C h i e f

cc:  Kari Potts – Legal Counsel

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                            DORCHESTER MINERALS, L.P.
                         3838 Oak Lawn Avenue, Suite 300
                              Dallas, TX 75219-4541

                                January 11, 2007

VIA EDGAR TRANSMISSION

Ms. Lily Dang
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549-7010

         Re:      Dorchester Minerals, L.P.
                  10-K for the year ended December 31, 2005
                  Filed March 8, 2006
                  File No. 000-50175

Dear Ms. Dang,

        Dorchester Minerals, L.P. (the "Partnership") has the following response
to the engineering comments of the staff of the Securities and Exchange
Commission contained in your letter of December 26, 2006. Our responses are
numbered to correspond to the numbers used to designate the staff's comments in
your comment letter. Pursuant to a January 8, 2007 voicemail message from James
Murphy of the staff to Kari Potts of Thompson & Knight LLP, the Partnership
understands it is not required to file an amendment to its Form 10-K for the
year ended December 31, 2005.

Comment No. 1     Leasing Activity, page 17

        Tell us how you are computing the average  royalty  percentages  that
you report for each of the past three years, and contrast these reported
averages with the net revenue interests that you list in your table under
Drilling Activity.

     Response:  The average royalty percentages reflected in the table on
page 17 reflect the Partnership's retained royalty share in numerous leases
granted by it to third parties, weight averaged by the number of net acres in
each such lease. The calculated percentage is derived from the quotient set
forth below:

   Average Royalty = sum(net acres leased x royalty share) for all leases
                     ----------------------------------------------------
                             sum(net acres leased) for all leases

     The net revenue interests reflected in the table on page 18 reflect the
Partnership's net interest in production revenue in the specific wells listed
in such table. The Partnership's net interest in production revenue in any
single property is a function of many factors including royalty share retained,
undivided mineral or royalty interest, pooling, unitization, and
nonparticipating burdens. The wells listed in the table were not drilled on
leases included in the average royalty percentage calculation and have no
relationship to them.

Comment No. 2     Drilling  Activity, page 18

         You state that you are unable to project whether the EOG operated wells
in the T-Patch field will exhibit hyperbolic or exponential decline profiles.
Please explain to us the profiles you used to determine the proved reserves
associated with this property and the support you have for the underlying
projected trend.

     Response:  Eight wells in the T-Patch Field were producing to sales as of
December 31, 2005, the oldest of which commenced initial sales in December 2004.
As a royalty owner, the Partnership has limited access to information.
Production histories available from public sources were extremely limited,
these were the initial (discovery) wells in the field, thus, there is
no analog reservoir, and no volumetric data was available other than log
sections. The estimates of proved reserves were based on (a) extrapolation of
production data and (b) initial well test data reflected in public filings and
reflect a wide range of initial production rates, initial declines and
hyperbolic and exponential declines.

Comment No. 3     Oil and Natural Gas Reserves, page 20

     Please expand your disclosure to include the definition of proved reserved,
as found in Rule 4-10(a) of Regulation S-X.

     Response:    The Partnership will expand the disclosure in its Form 10-K
for the year ended December 31, 2006 (the "2006 10-K") to include the definition
of proved reserves, as found in Rule 4-10(a) of Regulation S-X, within the Oil
and Natural Gas Reserves narrative in addition to including it within the
Glossary of Certain Oil and Gas Terms.

Comment No. 4     Oil and Natural Gas Reserves, page 20

     Please revise your "SEC PV-10" label for your non-GAAP metric to avoid the
reference to the SEC, as this is not a measure we prescribe.  Expand your
disclosure to explain why you are reporting this number, how management uses it,
why you believe it is important to investors, and that other companies would
not necessarily calculate it the same way as you.  Please provide a
reconciliation to the most comparable GAAP-based measure, and all other
disclosures required under Item 10(e) of Regulation S-K.

     Response:  The 2006 10-K will not contain any references to "SEC PV-10" a
nd will only refer to the standardized measure.

     Additionally, the Partnership acknowledges that:

o        it is responsible for the adequacy and accuracy of the disclosures
         in the 2006 10-K;

o        staff comments or changes to disclosures in response to staff comments
         do not foreclose the Commission from taking any action with respect to
         the 2006 10-K; and

o        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 country-regionplaceUnited States.

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

                                           Very truly yours,

                                           /s/ William Casey McManemin

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        December 26, 2006

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 Fiscal Year Ended December 31, 2005
Filed March 8, 2006
File No. 000-50175

Dear Mr. Allen:

We have reviewed your filing and have the following comments.  We have
limited our review of your filing to those issues we have addressed in our comments.
Please provide a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosures in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Engineering Comments

Mr. H.C. Allen, Jr.
Dorchester Minerals, L.P.
December 26, 2006 Page 2

Form 10-K for the Fiscal Year Ended December 31, 2005

Leasing Activity, page 17

1. Tell us how you are computing the average royalty percentages that you report for each of the past three years, and contrast these reported averages with the net revenue interests that you list in your table under Drilling Activity.

Drilling Activity, page 18

2. You state that you are unable to project whether the EOG operated wells in the T-Patch field will exhibit hyperbolic or exponential decline profiles.  Please explain to us the profiles you used to determine the proved reserves associated with this property and the support you have for the underling projected trend.

Oil and Natural Gas Reserves, page 20

3. Please expand your disclosure to include the definition of proved reserves, as found in Rule 4-10(a) of Regulation S-X.

4. Please revise your “SEC PV-10” label for your non-GAAP metric to avoid the reference to SEC, as this is not a measure we prescribe.  Expand your disclosure to explain why you are reporting this number, how management uses it, why you believe it is important to investors, and that other companies would not necessarily calculate it the same way as you.  Please provide a reconciliation to the most comparable GAAP-based measure, and all other disclosures required under Item 10(e) of Regulation S-K.

Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosures in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its

Mr. H.C. Allen, Jr.
Dorchester Minerals, L.P.
December 26, 2006 Page 3

management are in possession of all facts relating to a company’s disclosures, they are responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclosures in the filing;

‚ staff comments or changes to disclosures 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 federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

 You may contact Lily Dang at (202) 551-3867 if you have questions regarding comments on the financial statements and related matters.  You may contact James Murphy, Petroleum Engineer, at (202) 551-3703 with questions about engineering comments.  Please contact me at (202) 551-3686 with any other questions.

        S i n c e r e l y ,

        Karl Hiller
        B r a n c h  C h i e f