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): March 8, 2005
                                                              ----------------



                            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
                                                            --------------

                                       N/A
                  ---------------------------------------------
              (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
                 March 8, 2005 which announces the Registrant's annual
                 results. 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 March 8, 2005 announcing the
                        Registrant's annual results.  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 and B.6 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: March 8, 2005             By: /s/ William Casey McManemin
                                  -----------------------------
                                       William Casey McManemin
                                       Chief Executive Officer




Exhibit 99.1



NEWS RELEASE                                           Dorchester Minerals, L.P.

Release Date:    March 8, 2005                     3838 Oak Lawn Ave., Suite 300
                                                        Dallas, Texas 75219-4541
Contact:         Casey McManemin                                  (214) 559-0300

- -------------------------------------------------------------------------------


                DORCHESTER MINERALS, L.P. ANNOUNCES 2004 RESULTS

     DALLAS, TEXAS -- Dorchester Minerals, L.P. (the "Partnership") announced
today the Partnership's net earnings for the year ended December 31, 2004 of
$30,076,000, or $1.07 per common unit.

         A comparison of the Partnership's results for the twelve month periods
ending December 31, 2004 and 2003, are set forth below:

                                                    Twelve Months Ended
                                                       December 31,
                                         -------------------------------------
                                         -----------------    ----------------
                                                 2004                2003
                                         -----------------    ----------------
  Operating Revenues                       $   56,767,000       $   49,224,000
  Depreciation, Depletion, Amortization       (20,795,000)         (23,639,000)
  Non-Cash Impairment                                  --          (43,804,000)
  All Other Expenses, Net                      (5,896,000)          (8,608,000)
                                         -----------------    ----------------
  Net Earnings (Loss)                      $   30,076,000       $  (26,827,000)
                                         =================    ================
  Net Earnings (Loss) Per Common Unit      $         1.07       $        (1.02)


     The Partnership's operating revenues during the twelve months ending
December 31, 2004 are higher than 2003 primarily as a result of increased crude
oil and natural gas sales prices. Depreciation, depletion and amortization
decreased in 2004 compared to 2003 mainly as a result of a non-cash impairment
recorded in 2003. Comparison of net earnings during 2004 to 2003 is impacted by
this non-cash impairment and by charges by a predecessor entity prior to the
January 31, 2003 start-up of the Partnership. The Partnership's cash
distributions are not comparable to its net earnings due to timing and other
differences including depletion.

     The Partnership's independent engineering consultants estimated its total
proved oil and gas reserves to be 93.08 billion cubic feet of natural gas
equivalents (Bcfe) as of December 31, 2004. Approximately 43 percent of these
reserves are attributable to the Partnership's Net Profits Interests and 57
percent are attributable to its Royalty Properties. Natural gas accounted for 75
percent of total proved reserves as of December 31, 2004 and 99.4 percent of the
reserves were classified as proved developed. Upward revisions to prior reserve
estimates, as reported in the Partnership's 2004 10-K, totaled 7.11 Bcfe, or
approximately 63 percent of production during 2004.

     The Partnership received cash payments in the amount of $1,909,555 from
various sources during 2004, including lease bonus attributable to 34 leases and
seven force pooling elections of interests in lands located in 26 counties and
parishes in five states. These leases reflected bonus payments ranging up to
$500/acre and initial royalty terms ranging up to 25 percent. We identified 196
new wells completed on our properties during 2004, primarily from new
exploratory activity, located in 47 counties and parishes in 11 states. In
addition, 25 wells were drilled during 2004 on properties underlying our Net
Profits Interests located in five counties and parishes in two states. As of
December 31, 2004, 17 of these wells had been completed as producing oil or
natural gas wells, three were deemed to be dry holes and five were in various
stages of drilling or completion operations.

     The  Partnership distributed a total of $47.95 million to its unitholders
from May 2004 through February 2005 attributable to 2004 activity.

     Dorchester  Minerals, L.P. is a Dallas based owner of producing and
non-producing crude oil and natural gas mineral, royalty, overriding royalty,
net profits, and leasehold interests and its common units trade on the Nasdaq
Stock Market under the symbol DMLP. Effective March 1, 2005, American Stock
Transfer & Trust Company assumed the duties of our Registrar and Transfer Agent.
American's address and telephone number is 59 Maiden Lane, New York, New York,
10038, (800) 937-5499.

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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