UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                              ---------------------
                                    FORM 8-K
                              ---------------------

                                 CURRENT REPORT


     Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): October 14, 2004
                                                        ------------------



                            DORCHESTER MINERALS, L.P.
                            -------------------------
             (Exact name of Registrant as specified in its charter)



          Delaware                       000-50175              81-0551518
      -----------------                  ---------              ----------
(State or other jurisdiction of         Commission            (I.R.S. Employer
 incorporation or organization)         File Number          Identification No.)




        3838 Oak Lawn, Suite 300                                    75219
              Dallas, Texas                                         -----
        ------------------------                                 (Zip Code)
(Address of principal executive offices)


       Registrant's telephone number, including area code:  (214) 559-0300
                                                            --------------

                            3738 Oak Lawn, Suite 300
                              Dallas, Texas 75219
                  ---------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2. below):

[] Written communications pursuant to Rule 425 under the Securities Act
   (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))





Item 2.02 Results of Operations and Financial Condition The Registrant is furnishing its press release dated October 14, 2004 which announces the Registrant's quarterly distribution to partners. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Items 7.01 and 9.01 Regulation FD Disclosure and Financial Statements and Exhibits. (c) Exhibits -------- Press Release dated October 14, 2004 announcing cash quarterly distribution to partners. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. See Item 2.02. Results of Operations and Financial Condition. Limitation on Incorporation by Reference In accordance with general instructions B.2 of Form 8-K, the information in this report, including exhibits, is furnished pursuant to Items 2.02, 7.01 and 9.01 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section.

SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DORCHESTER MINERALS, L.P. Registrant by Dorchester Minerals Management LP its General Partner, by Dorchester Minerals Management GP LLC its General Partner Date: October 14, 2004 By: /s/ William Casey McManemin ----------------------------- William Casey McManemin Chief Executive Officer

Exhibit 99.1

NEWS RELEASE                                          Dorchester Minerals, L.P.

Release Date: October 14, 2004                     3838 Oak Lawn Ave., Suite 300
                                                        Dallas, Texas 75219-4379
Contact:  Casey McManemin                               Telephone (214) 559-0300
Facsimile (214) 559-0301

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       DORCHESTER MINERALS, L.P. ANNOUNCES ITS THIRD QUARTER DISTRIBUTION

     DALLAS, TEXAS  --  Dorchester Minerals, L.P. announced today the
Partnership's third quarter 2004 cash distribution. The distribution of $.476196
per common unit represents activity for the three month period ending September
30, 2004 and is payable on November 4, 2004 to common unit holders of record as
of October 25, 2004.

     Cash receipts attributable to the Partnership's Net Profits Interests
during the third quarter totaled $6,240,000. These receipts generally reflect
oil and gas sales from the properties underlying the Net Profits Interests
during May, June and July 2004. The weighted average oil and gas prices received
for such sales were approximately $34.85/bbl and $5.96/mcf, respectively.
Approximately $492,000 of gross capital expenditures, primarily attributable to
lease acquisition, drilling and completion activity, was paid by the owner of
the working interests in the properties underlying the Net Profits Interests
during June, July and August 2004. Cash receipts attributable to the
Partnership's Royalty Properties during the third quarter totaled $7,646,000
including cash from the recent acquisition. These receipts generally reflect oil
sales during June, July and August 2004 and gas sales during May, June and July
2004. The weighted average oil and gas prices received for such sales were
approximately $38.18/bbl and $5.74/mcf, respectively.

     The Partnership received approximately $931,000 from lease bonus and other
sources during the third quarter and identified 60 new wells completed on the
Partnerships Net Profits Interests and Royalty Properties located in 26 counties
and parishes in six states.

     The Partnership previously announced  its acquisition of producing and
nonproducing mineral and royalty properties located in 104 counties and parishes
in six states in exchange for the issuance of 1.2 million common units of
limited partnership interest. The transaction is structured as a merger, and is
consistent with the Partnership's stated objective of acquiring mineral and
royalty interests in non-taxable exchanges. The third quarter 2004 cash
distribution includes cash receipts during the third quarter and reflects the
units issued to the seller at closing, resulting in a total of 28,240,471 total
units outstanding as of September 30, 2004.

     The Partnership is pleased to announce the appointment of Bradley J. Ehrman
as Engineering Manager. Mr. Ehrman graduated with Distinction with a Bachelor of
Petroleum Engineering from the University of Alberta, and received his MBA from
the Jones Graduate School of Management at Rice University. Mr. Ehrman was
previously employed by PanCanadian Energy and Schlumberger Limited at various
locations in Texas and Canada.

     The  Partnership is also pleased to announce the consolidation and
relocation of its offices and those of its General Partner and affiliates
(including Dorchester Minerals Operating LP) effective immediately to 3838 Oak
Lawn Avenue, Suite 300, Dallas, Texas 75219-4541. Telephone numbers and other
contact information are set forth above.

     Dorchester  Minerals, L.P. is a Dallas based owner of producing and
non-producing oil and natural gas mineral, royalty, overriding royalty, net
profits, and leasehold interests located in 25 states. Its common units trade on
the Nasdaq Stock Market under the symbol DMLP.

FORWARD-LOOKING STATEMENTS

     Portions of this document may constitute "forward-looking  statements" as
defined by federal law. Such statements are subject to certain risks,
uncertainties and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated or
projected. Examples of such uncertainties and risk factors include, but are not
limited to, changes in the price or demand for oil and natural gas, changes in
the operations on or development of the Partnership's properties, changes in
economic and industry conditions and changes in regulatory requirements
(including changes in environmental requirements) and the Partnership's
financial position, business strategy and other plans and objectives for future
operations. These and other factors are set forth in the Partnership's filings
with the Securities and Exchange Commission.

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