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):July 15, 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.)




        3738 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)







Item 7. Financial Statements and Exhibits. (c) Exhibits -------- 99.1 Press Release dated July 15, 2004 Announcing Cash Distribution to Partners Item 9. Regulation FD Disclosure. See Item 12. Results of Operations and Financial Condition. Item 12. Results of Operations and Financial Condition. The Registrant is furnishing its press release dated July 15, 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. 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 9 and 12 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: July 15, 2004 By: /s/ William Casey McManemin ----------------------------- William Casey McManemin Chief Executive Officer

Exhibit 99.1


NEWS RELEASE                                           Dorchester Minerals, L.P.
Release Date: July 15, 2004                       3738 Oak Lawn Ave., Suite 300
                                                        Dallas, Texas 75219-4379
Contact: Casey McManemin                                          (214) 559-0300
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       DORCHESTER MINERALS, L.P. ANNOUNCES ITS SECOND QUARTER DISTRIBUTION

     DALLAS,   TEXAS  --  Dorchester   Minerals,   L.P.   announced   today  the
Partnership's  second  quarter  2004  cash  distribution.  The  distribution  of
$.415315 per common unit represents activity for the three month period ending
June 30, 2004 and is payable on August 5,  2004 to common unit holders of record
as of July 26, 2004.

     Cash  receipts  attributable  to the  Partnership's  Net Profits  Interests
during the second quarter totaled $5,757,000. These receipts generally reflect
oil and gas sales from the properties underlying the Net Profits Interests
during February, March and April 2004. The weighted average oil and gas prices
received for such sales were approximately $30.53/bbl and $5.30/mcf,
respectively. Approximately $300,000 of gross capital expenditures, primarily
attributable to drilling and completion activity, was paid by the owner of the
working interests in the properties underlying the Net Profits Interests during
March, April and May 2004. Cash receipts attributable to the Partnership's
Royalty Properties during the second quarter totaled $6,328,000. These receipts
generally reflect oil sales during March, April and May 2004 and gas sales
during February, March and April 2004. The weighted average oil and gas prices
received for such sales were approximately $34.75/bbl and $4.99/mcf,
respectively.

     The Partnership received  approximately $391,000 from lease bonus and other
sources during the second quarter, and received division orders attributable to,
or otherwise identified, 43 new wells completed on the Partnership's Net Profits
Interests and Royalty Properties located in 23 counties and parishes in eight
states.

     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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