SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* VAUGHN ROBERT C (Last) (First) (Middle) 3811 TURTLE CREEK CENTRE SUITE 1640 LB 16 (Street) DALLAS TX 75219 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol DORCHESTER MINERALS LP [ DMLP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Units	06/20/2004		J	122,115	D	(1)	0	I	.(1)
Common Units	06/20/2004		J	45,204	A	(2)	53,385	I	.(2)
Common Units	06/20/2004		G	1,773	A	(3)	9,861	I	.(3)
Common Units	06/20/2004		J	1,773	A	(4)	9,862	I	.(4)
Common Units	06/20/2004		J	1,774	A	(5)	9,862	I	.(5)
Common Units	06/20/2004		J	1,774	A	(6)	9,863	I	.(6)
Common Units	06/20/2004		J	2,116	A	(7)	555,366	I	.(7)
Common Units	12/20/2004		G	55,366	D	$0	500,000	I	.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Vaughn Petroleum Royalty Partners Ltd. distributed units out to its partners on June 20, 2004.

2. Empire (GP), Inc. received a distribution of units from Vaughn Petroleum Royalty Partners Ltd. Mr. Vaughn is the President of Empire (GP), Inc., the general partner of Empire Partners, Ltd. Mr. Vaughn and his spouse are the shareholders of Empire (GP), Inc.

3. The Jack C. Vaughn, Jr. Trust received a distribution of units from Vaughn Petroleum Royalty Partners Ltd. Mr. Vaughn disclaims beneficial ownership of those common units owned by the Jack C. Vaughn, Jr. Trust in which he does not have a pecuniary interest. Mr. Vaughn is a co-trustee of the trust.

4. The Robert C. Vaughn Trust received a distribution of units from Vaughn Petroleum Royalty Partners Ltd. Mr. Vaughn disclaims beneficial ownership of those common units owned by the Robert C. Vaughn Trust in which he does not have a pecuniary interest. Mr. Vaughn is a co-trustee of the trust.

5. The David C. Vaughn Trust received a distribution of units from Vaughn Petroleum Royalty Partners Ltd. Mr. Vaughn disclaims beneficial ownership of those common units owned by the David C. Vaughn Trust in which he does not have a pecuniary interest. Mr. Vaughn is a co-trustee of the trust.

6. The Sharon E. Vaughn Trust received a distribution of units from Vaughn Petroleum Royalty Partners Ltd. Mr. Vaughn disclaims beneficial ownership of those common units owned by the Sharon E. Vaughn Trust in which he does not have a pecuniary interest. Mr. Vaughn is a co-trustee of the trust.

7. RCV, Ltd. (formerly Vaughn Petroleum Ltd.) received a distribution of units from Vaughn Petroleum Royalty Partners Ltd. Mr. Vaughn and his wife are the only partners of the general partnership that owns the general partner of RCV, Ltd. and all of the limited partnership interests of RCV, Ltd.

	Robert C. Vaughn	02/14/2005
	** Signature of Reporting Person	Date
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