SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC. 20549

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 or 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934




For Quarter Ended March 31, 1999                 Commission file number 0-10697



                            DORCHESTER HUGOTON, LTD.
             (Exact name of registrant as specified in its charter)




              Texas                                     75-1829064
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 Incorporation or organization)



         1919 S. Shiloh Road, Suite 600 - LB 48, Garland, TX 75042-8234
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (972) 864-8610


                                      None
                  Former name, former address and former fiscal
                       year, if changed since last report


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

     As of April 30, 1999,  10,744,380  Depositary Receipts for Units of Limited
Partnership Interest were outstanding.


<PAGE>
                            DORCHESTER HUGOTON, LTD.
                          (A Texas Limited Partnership)

                          QUARTERLY REPORT ON FORM 10-Q

                                 March 31, 1999


                                      INDEX


PART I.   FINANCIAL INFORMATION

  Item 1. Financial Statements:

          Condensed Balance Sheets as of March 31, 1999 (Unaudited) and
          December 31, 1998

          Condensed Statements of Earnings for the Three Months Ended
          March 31, 1999 and 1998 (Unaudited)

          Condensed Statements of Cash Flows for the Three Months Ended
          March 31, 1999 and 1998 (Unaudited)

          Notes to Condensed Financial Statements (Unaudited)


  Item 2. Management's Discussion and Analysis of Financial Condition and
          Results of Operations



PART II.  OTHER INFORMATION

  Item 1. Legal Proceedings

  Item 5. Other Information

  Item 6. Exhibits and Reports on Form 8-K



SIGNATURES



<PAGE>
                            DORCHESTER HUGOTON, LTD.
                          (A Texas Limited Partnership)
PART I
Item 1
                            CONDENSED BALANCE SHEETS

                      March 31, 1999 and December 31, 1998
                             (Dollars in Thousands)
                                                           March 31,  Dec. 31,
                                                             1999       1998
                                                           --------   --------
                             ASSETS                       (Unaudited)
Current assets:
    Cash and cash equivalents ........................      $ 4,893    $ 4,167
    Restricted cash ..................................          380        379
    Investments - available for sale .................        4,516      4,680
    Accounts receivable, net .........................        1,216      1,645
    Prepaid expenses and other current assets ........          127        152
                                                            -------    -------
      Total current assets ...........................       11,132     11,023
                                                            -------   --------

Property and equipment - at cost:                            28,877     28,836
    Less depreciation, depletion, and amortization ...      (13,902)   (13,415)
                                                            -------   --------
      Net property and equipment .....................       14,975     15,421
                                                            -------   --------

Total assets .........................................      $26,107    $26,444
                                                            =======    =======

              LIABILITIES AND PARTNERSHIP CAPITAL

Current liabilities:
    Accounts payable and other current liabilities ...      $   363    $   260
    Production and property taxes payable or accrued .          660        647
    Royalties and production payment payable .........          902        839
    Distributions payable to Unitholders .............        1,957      1,957
                                                            -------    -------
      Total current liabilities ......................        3,882      3,703
Long-term debt .......................................          100        100
                                                            -------    -------
      Total liabilities ..............................        3,982      3,803
                                                            -------   --------
Commitments and contingencies (Note 2)

Partnership capital:
    General partners .................................          124        128
    Unitholders ......................................       20,002     20,350
    Accumulated other comprehensive income ...........        1,999      2,163
                                                            -------    -------
      Total partnership capital ......................       22,125     22,641
                                                            -------    -------

Total liabilities and partnership capital ............      $26,107    $26,444
                                                            =======    =======
            The accompanying condensed notes are an integral part of
                           these financial statements.
<PAGE>
                            DORCHESTER HUGOTON, LTD.
                          (A Texas Limited Partnership)


                        CONDENSED STATEMENTS OF EARNINGS
                                   (Unaudited)

               For the Three Months Ended March 31, 1999 and 1998
                             (Dollars In Thousands)

                                                           Three Months Ended
                                                               March 31,
                                                         ---------------------
                                                           1999         1998
                                                         --------     --------

Net operating revenues:
     Natural gas sales .............................     $  3,153     $ 4,250
     Other .........................................           46          49
     Production payment (ORRI) .....................         (135)       (202)
                                                         --------     -------
Total net operating revenues .......................        3,064       4,097
                                                         --------     -------
Costs and expenses:
    Operating, including production taxes ..........          788         878
    Depletion, depreciation & amortization .........          487         505
    General and administrative .....................          136         143
    Management fees ................................          115         125
    Interest ......................................             9          10
    Other income, net ..............................          (73)        (28)
                                                         --------     -------
Total costs and expenses ...........................        1,462       1,633
                                                         --------     -------
Net earnings .......................................     $  1,602     $ 2,464
                                                         ========     =======
Net earnings per Unit (in dollars) .................     $   0.15     $  0.23
                                                         ========     =======

                       STATEMENTS OF COMPREHENSIVE INCOME
                                   (Unaudited)
               For the Three Months Ended March 31, 1999 and 1998
                             (Dollars In Thousands)

Net earnings .......................................     $  1,602     $ 2,464
Unrealized holding gain (loss) on
     available for sale securities .................         (164)        348
                                                         --------     -------
Comprehensive income ...............................     $  1,438     $ 2,812
                                                         ========     =======

            The accompanying condensed notes are an integral part of
                           these financial statements.


<PAGE>
                            DORCHESTER HUGOTON, LTD.
                          (A Texas Limited Partnership)


                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

               For the Three Months Ended March 31, 1999 and 1998
                             (Dollars in Thousands)




                                                            1999          1998
                                                           -------      -------

Cash flows provided by operating activities ..........     $ 2,720      $ 2,887
                                                           -------      -------
Cash flows used in investing activities:
    Purchases of property & equipment ................         (40)         (79)
                                                           -------      -------
Cash flows used in investing activities ..............         (40)         (79)
                                                           -------      -------
Cash flows used in financing activities:
    Distributions paid to Unitholders ................      (1,954)      (1,954)
    Reductions of long-term debt .....................         -0-          (22)
                                                           -------      -------
Cash flows used in financing activities ..............      (1,954)      (1,976)
                                                           -------      -------

Increase in cash and cash equivalents ................         726          832
Cash and cash equivalents at January 1, ..............       4,167        3,344
                                                           -------      -------
Cash and cash equivalents at March 31, ...............     $ 4,893      $ 4,176
                                                           =======      =======












            The accompanying condensed notes are an integral part of
                           these financial statements.
<PAGE>
                            DORCHESTER HUGOTON, LTD.
                          (A Texas Limited Partnership)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   The condensed financial statements reflect all adjustments (consisting only
     of  normal  and  recurring  adjustments)  which  are,  in  the  opinion  of
     management, necessary for a fair presentation of Dorchester Hugoton, Ltd.'s
     (the  "Partnership's")  financial  position and  operating  results for the
     interim period.  Interim period results are not  necessarily  indicative of
     the results for the calendar year. Please refer to Management's  Discussion
     and  Analysis  of  Financial   Condition  and  Results  of  Operations  for
     additional information.  Per-Unit information is calculated by dividing the
     99% interest owned by the Unitholders by the 10,744,380 Units outstanding.

2.   Through 1998 the Partnership  recorded  $450,000  (which  included  related
     interest)  towards a  request  from  Panhandle  Eastern  Pipe Line  Company
     ("PEPL")  for  refund  of  Kansas  tax   reimbursements   received  by  the
     Partnership  during the years 1983 to 1987.  These charges  resulted from a
     ruling by the United  States  Court of Appeals for the District of Columbia
     which  overruled  a  previous  order  by  the  Federal  Energy   Regulatory
     Commission.  On March 9,  1998  $151,757  was paid to PEPL.  An  additional
     $366,633, which is still awaiting possible  regulatory/judicial/legislative
     action,  was placed into an escrow  account.  On March 2, 1999,  $2,840 was
     released from escrow to PEPL. At March 31, 1999, the value of the escrow is
     approximately  $378,000.  The  escrowed  funds  include  amounts that could
     possibly be waived,  recovered or recoverable from others, of which $34,000
     has been recorded as an allowance for bad debt on the  Partnership's  books
     in the event it is not waived and deemed uncollectible.

     The  Partnership  is involved in a few other  legal  and/or  administrative
     proceedings  arising in the ordinary  course of its gas  business,  none of
     which have predictable  outcomes and none of which are believed to have any
     significant effect on financial position or operating results.

3.   Since 1994 the  Partnership  has maintained an unsecured  revolving  credit
     facility for $15,000,000 (the  "Agreement")  with Bank One, Texas, N.A. The
     Agreement  has a  current  borrowing  base  of  $6,000,000,  which  will be
     re-evaluated by Bank One at least semi-annually.  If, on any such date, the
     aggregate  amount of  outstanding  loans and  letters of credit  exceed the
     current  borrowing  base, the  Partnership is required to repay the excess.
     This credit  facility  covers both cash  advances and any letters of credit
     that the Partnership may need, with interest being charged at the base rate
     for Bank One, which was 7.75% on April 30, 1999. All amounts borrowed under
     this facility will become due and payable on July 31, 2001. As of April 30,
     1999,  letters of credit  totaling  $25,000  were  issued  under the credit
     facility and the amount borrowed was $100,000.  The weighted average amount
     borrowed under the credit  facility was  approximately  $100,000 during the
     first quarter of 1999.



<PAGE>
                            DORCHESTER HUGOTON, LTD.
                          (A Texas Limited Partnership)
PART I
Item 2
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Net cash flows from operating activities during the three months ended March 31,
1999 were $2,720,000  compared to $2,887,000 for the same period of 1998.  First
quarter  net  earnings  were $0.15 per Unit  compared to $0.23 per Unit in 1998.
Operating  cash flows and net  earnings  were lower  during 1999  primarily as a
result of  significantly  lower natural gas market  prices  compared to the same
period last year as shown in the table below.

The Partnership has available a $15,000,000  unsecured revolving credit facility
with a current borrowing base of $6,000,000.  Please see Note 3 to the financial
statements  for  additional  information.  Cash and temporary  cash  investments
totaled  $4,893,000  on March 31, 1999  compared to  $4,167,000  on December 31,
1998.

In connection with the Oklahoma properties, on May 15, 1999 the Partnership will
pay  approximately  $646,000 in production  payments for the year ended February
28, 1999. An additional $34,000 has been accrued for March, 1999.

The  Partnership's  portion  of gas sales  volumes  (not  reduced  for  Oklahoma
production payments) and weighted average sales prices were:

                                             Three Months Ended
                                        ----------------------------
                                            March 31,        Dec. 31,
                                         1999       1998       1998
Sales Volumes - MMCF:                   -----      -----      -----
   Oklahoma ..........................  1,415      1,439      1,458
   Kansas ............................    348        466        382
                                        -----      -----      -----
Total MMCF ...........................  1,763      1,905      1,840
                                        =====      =====      =====
Weighted Average Sales Prices - $/MCF:
   Oklahoma ..........................  $1.77      $2.21      $2.07
   Kansas ............................   1.85       2.30       2.15
Overall Weighted Average - $/MCF......  $1.79      $2.23      $2.08

Oklahoma  natural gas sales volumes were  essentially  the same during the first
quarter  compared  to the first  quarter  of 1998 and  slightly  lower  than the
previous  quarter as a result of routine  state  well tests  during the  current
quarter.  Kansas  natural gas sales  volumes were lower during the first quarter
compared  to the same  quarter of 1998 and the  previous  quarter as a result of
natural reservoir decline typical of all producers in that area.


<PAGE>
                            DORCHESTER HUGOTON, LTD.
                          (A Texas Limited Partnership)

PART I
Item 2
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)


During  the 1999  first  quarter,  the  Partnership  removed a  restriction  and
repaired one casing leak in Kansas. After installing a temporary pumping unit to
remove  formation water, the Kansas well thus far appears to have increased from
80 MCFD to over 200 MCFD.  Also,  during  the  first  quarter,  the  Partnership
repaired  one  casing  leak in  Oklahoma  and  then  fracture  treated  the well
(creating cracks in the formation to assist gas flow from the producing  zones).
Preliminary  results show the Oklahoma well  increased from 112 MCFD to over 200
MCFD  accompanied by an increased  pressure  which usually  results in increased
reserves.   During   April  1999  the   Partnership   resumed  the  testing  and
reinstallation  of anodes  (corrosion  protection  devices) on the Partnership's
Oklahoma gas pipeline gathering system.  Additional tests are underway regarding
the Partnership's  Fort Riley formation well which is currently  producing about
70 MCFD with water standing in the well bore.

As discussed in the 1998 Annual Report on Form 10-K,  the  Partnership is active
in  supporting  its views  regarding  possible  Oklahoma  regulatory/legislative
action on infill drilling and in monitoring activities resulting from removal of
production quantity  restrictions during 1998 in the Guymon-Hugoton  field. Both
infill  drilling and removal of  production  limits could  require  considerable
capital   expenditures.   The  outcome  and  the  cost  of  such  activities  is
unpredictable, although there has been no noticeable activity resulting from the
relaxed production rules that would require unusual or accelerated investment in
more gas  compression  or  other  facilities  needed  to stay  competitive  with
adjoining operators.

The  Partnership  is continuing to monitor the activity on nearby acreage in the
Council Grove  formation.  At present 11 wells have been drilled by others.  The
Partnership's  ownership includes the Council Grove formation underlying most of
its  Oklahoma  acreage.  It is not known if such  monitoring  will result in any
plans by the Partnership to attempt a Council Grove well;  previous  preliminary
reviews yielded unfavorable  forecasts.  However,  recent results by others have
varied  from 80 MCF per day with  water  production  to over  1,000 MCF per day.
Production  volumes in  subsequent  months have  varied with some wells  showing
increases.  On October 22, 1998,  the  Partnership  filed suit in Texas  County,
Oklahoma  against Blue Star Resources,  Inc. et al who was  attempting,  without
Partnership  permission,  to  produce  gas  from  the  Council  Grove  formation
underlying three of the  Partnership's  gas well units. At present,  no schedule
has been  established by the Court and no Council Grove production has begun. It
is believed that any Council Grove production  volume by Blue Star will be quite
small.


<PAGE>
                            DORCHESTER HUGOTON, LTD.
                          (A Texas Limited Partnership)

PART I
Item 2
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)





In connection with the Partnership's Year 2000 Readiness Disclosures,  its field
and administrative operations have been reviewed for Year 2000 compliance. These
reviews have disclosed to date that previous  normal  upgrades  resulted in most
internal   operations   already  being  Year  2000  compliant.   Some  remaining
operations,  such as non-essential personal computers and non-financial software
products,   will  simply  be   upgraded   or  replaced  at  nominal   costs  and
inconvenience.  These  upgrades  should  be  completed  by the end of the  third
quarter.  The Partnership  previously  contacted its gas purchasers and software
and service vendors concerning Year 2000. Most of those contacted,  that are not
already  compliant,  have  indicated  they  are  working  to be  compliant.  The
Partnership  is preparing  or has prepared  contingency  plans  regarding  those
contacted  that do not currently  meet Year 2000  compliance.  For example,  the
vendor that processes the  Partnership's  K-1's notified us that their system is
not  currently  Year 2000  compliant.  The  Partnership  is  evaluating  several
options,  including contracting with another vendor to process the Partnership's
4,000  to  5,000  individualized  K-1's  annually.  While  several  options  are
available,  the  Partnership  currently  estimates that it will spend a total of
$150,000 to $200,000 during 1999 and 2000 on K-1 preparation  and/or  conversion
costs in addition to current K-1  processing  costs in  implementing a Year 2000
solution.

Including the above mentioned  estimate,  costs incurred to date,  future costs,
implementation   of  contingency   plans  and  completion  of  modifications  or
replacements  have  not  been  and are not  expected  to be  material  or pose a
material risk.

As previously  discussed in the 1998 Annual Report, the Partnership is reviewing
its strategic  alternatives  in light of the various  mergers and other business
transactions  occurring  in the  natural  gas and energy  industry.  Although no
decision  to sell or combine  the  Partnership's  business  with others has been
made, the Partnership  anticipates possible discussions with third parties which
could result in such a decision.  The  Partnership has no timetable for any such
discussions,  and there is no assurance that any such discussions will lead to a
transaction.  During  the  first  quarter  of 1998  the  Partnership  adopted  a
severance  policy  which  would  provide  up to  approximately  $2.8  million of
severance payments. While the Partnership has not repurchased and retired any of
its publicly traded Units to date, the previously  announced program is still in
place.

 <PAGE>
                            DORCHESTER HUGOTON, LTD.
                          (A Texas Limited Partnership)

                                OTHER INFORMATION
PART II

     Item 1. Legal Proceedings: See Notes to Condensed Financial Statements.

     Item 5. Other Information: None

     Item 6. Exhibits and Reports on Form 8-K:
          a)   Exhibit 27 - Financial Data Schedule.
          

                                   SIGNATURES

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 HUGOTON, LTD.
                                       Registrant





Date:  May 3, 1999                     /s/ Kathleen A. Rawlings
                                       Kathleen A. Rawlings
                                       Controller (Principal Accounting Officer)