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): January 20, 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
                                                            -------------- 

                            
                  ---------------------------------------------
              (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
                  January 20, 2005 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 January 20, 2005 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: January 20, 2005         By: /s/ William Casey McManemin
                                  -----------------------------
                                       William Casey McManemin
                                       Chief Executive Officer