UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
  FORM
10-K/A
 AMENDMENT
NO. 1
 x
 Annual
Report Pursuant to Section 13 or 15(d) of the Securities
 Exchange
Act of 1934 for the fiscal year ended December 31, 2008
  Or
  Transition
Report Pursuant to Section 13 or 15(d) of the Securities
 Exchange
Act of 1934 for the transition Period from ________ to ________
  Commission
File Number: 000-50175
  DORCHESTER
MINERALS, L.P.
 (Exact
name of registrant as specified in its charter)
 
 Delaware
              81-0551518(State
      of incorporation)
              (I.R.S.
      employer identification number)
  3838
Oak Lawn Avenue, Suite 300
 Dallas,
Texas 75219
 (Address
of principal executive offices) (Zip Code)
  (214)
559-0300
 (Registrant’s
telephone number, including area code)
  SECURITIES
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
 
 Title
      of Each Class
              
              Name
      of Exchange on which RegisteredCommon
      Units Representing Limited Partnership Interests
              
              NASDAQ
      Global Select Market
  SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
  Title of
Class
 None
  Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yeso  Nox
  Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 5(d) of the Act.  Yeso  Nox
  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.  Yesx  Noo
  Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  o
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definitions of “accelerated filer, large accelerated filer and smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):
  Large
      accelerated filer o
              
              Accelerated
      filer x
              
              Non-accelerated
      filer o
              
              Smaller
      reporting company o
 (Do not
check if a smaller reporting company)
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act.): Yeso  Nox
  The
aggregate market value of the common units held by non-affiliates of the
registrant (treating all managers, executive officers and 10% unitholders of the
registrant as if they may be affiliates of the registrant) was approximately
$606,241,083 as of June 30, 2008, based on $31.80 per unit, the closing
price of the common units as reported on the NASDAQ Global Select Market on such
date.
  Number of
Common Units outstanding as of February 26, 2009: 28,240,431
  DOCUMENTS
INCORPORATED BY REFERENCE
  Portions
of the definitive proxy statement for the registrant’s 2009 Annual Meeting of
Unitholders held on May 13, 2009, were incorporated by reference in Part III of
this Form 10-K. Such definitive proxy statement was filed with the Securities
and Exchange Commission not later than 120 days subsequent to December 31,
2008.
 
  EXPLANATORY
NOTE
 
 This
Amendment No. 1 to Form 10-K (“Amendment No. 1”) amends Part II, Item 9A –
Controls and Procedures and Part III, Item 13–Certain Relationships and Related
Transactions, and Director Independence of our Annual Report on Form 10-K for
the year ended December 31, 2008.  The Annual Report was initially
filed with the Securities and Exchange Commission (“SEC”) on February 26, 2009
and portions of it were incorporated into it by reference from the Partnership’s
definitive proxy statement filed February 27, 2009 (collectively, the “Annual
Report”).
 
 Part II,
Item 9A–Controls and Procedures is amended to clarify management’s conclusions
regarding the effectiveness of the Partnership’s disclosure controls and
procedures and to state that the Partnership’s independent registered public
accounting firm, Grant Thornton LLP, has issued an attestation report on the
Partnership’s internal control over financial reporting.  Part II,
Item 9A of the Annual Report is amended and restated in its entirety to read as
set forth herein.
 
 Part III,
Item 13–Certain Relationships and Related Transactions, and Director
Independence is amended to provide a discussion of the material terms of the
agreements that define the relationship among Dorchester Minerals, L.P.,
Dorchester Minerals Management LP, Dorchester Minerals Management GP LLC and
Dorchester Minerals Operating LP.  The Annual Report did not include
any disclosure regarding Certain Relationships and Related
Transactions.  Part III, Item 13 of the Annual Report is amended and
restated in its entirety to read as set forth herein.
 
 This
Amendment No. 1 only revises, amends and restates the specific portions of the
Annual Report identified herein, and no other information in the Annual Report
is amended hereby.  Furthermore, neither this Amendment No. 1, nor any
other portion of the Annual Report, has been updated to reflect other events
occurring after the original date of the Annual Report or to modify or update
those disclosures affected by subsequent events.  A consent of our
independent registered public accounting firm and currently dated certifications
from our Chief Executive Officer and Chief Financial Officer are attached to
this Amendment No. 1 to Form 10-K as Exhibits 23.1, 31.1, 31.2 and 32.2,
respectively.
 
  
  PART
II
 
 ITEM
9A.  CONTROLS AND PROCEDURES
 
 Evaluation
of Disclosure Controls and Procedures
 
 Our management, with the participation
of our Chief Executive Officer and Chief Financial Officer, has evaluated the
effectiveness of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2008. Based
on this evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that, as of December 31, 2008, our disclosure controls and procedures
were effective, in that they ensure that information required to be disclosed by
us in the reports that we file or submit under the Exchange Act is (1) recorded,
processed, summarized and reported within the time periods specified in the
SEC’s rules and forms, and (2) accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required
disclosure.
 
 Management’s
Annual Report on Internal Control Over Financial Reporting
 
 Management acknowledges its
responsibility for establishing and maintaining adequate internal control over
financial reporting in accordance with Rule 13a-15(f) promulgated under the
Exchange Act.  Management has also evaluated the effectiveness of its
internal control over external financial reporting in accordance with generally
accepted accounting principles within the guidelines of the Committee of
Sponsoring Organizations of the Treadway Commission framework.  Based
on the results of this evaluation, management has determined that the
Partnership’s internal control over financial reporting was effective as of
December 31, 2008.  The independent registered public accounting firm
of Grant Thornton LLP, as auditors of the Partnership’s financial statements
included in the Annual Report, has issued an attestation report on the
Partnership’s internal control over financial reporting.
 
 Changes
in Internal Controls
 
 There were no changes in our
Partnership’s internal control over financial reporting (as defined in Rule
13a-15(f) of the Securities Exchange Act of 1934) during the quarter ended
December 31, 2008, that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
 
 PART
III
 
 ITEM
13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
 
 Partnership
Governance
 
 Our
business and affairs are managed by and under the direction of the Board of
Managers, which exercises all of our corporate powers and establishes broad
corporate policies.
  
  The Board
of Managers consists of five managers appointed by the five members of the
general partner of our general partner and three additional managers nominated
by these members and elected annually by our limited partners. The elected
managers, as a group, must meet the requirements of our Amended and Restated
Agreement of Limited Partnership and the requirements of the Securities and
Exchange Commission and NASDAQ Global Select Market (“NASDAQ “) for members of
an audit committee.
 
 Messrs.
Allen, McManemin, Peak, Raley and Vaughn are the five managers appointed by the
members of the general partner of our general partner and will hold office until
the earlier of their death, resignation or removal from office. In the event of
any vacancy on the Board of Managers left by an appointed manager, the member
who holds the right to appoint the appointed manager will designate the
replacement appointed manager, unless the member who otherwise holds the right
to appoint the replacement appointed manager has lost his appointment
right.
 
 Messrs.
Berry, Russell and Trout are the three managers who were elected at our 2008
Annual Meeting and are the three managers nominated by the members of the
general partner of our general partner to stand for election to the Board of
Managers at the 2009 Annual Meeting.
 
 In the
opinion of the Board of Managers, and as “independent” currently is defined by
NASDAQ, and assuming the three nominated managers are elected by the limited
partners at the 2009 Annual Meeting, a majority of the Board of Managers after
the 2009 Annual Meeting are and will be independent of management and free of
any relationship that would interfere with their exercise of independent
judgment. The Board of Managers has affirmatively determined that Messrs. Berry,
Peak, Russell, Trout and Vaughn are independent. In addition to the NASDAQ
independence rules, the Board of Managers has also affirmatively determined that
Messrs. Berry, Russell and Trout also satisfy the definition of “independent”
prescribed by the Securities and Exchange Commission for members of an audit
committee
 
 Certain
Relationships and Related Transactions
 
 We and
our wholly-owned subsidiaries reimburse certain direct and indirect expenses to
the operating partnership and our general partner.  The reimbursements
are made pursuant to the Partnership’s Amended and Restated Agreement of Limited
Partnership and Administrative Services Agreements between the operating
partnership and each of Dorchester Minerals Oklahoma LP and Dorchester Minerals
Acquisition LP, wholly-owned subsidiaries of the Partnership.  No
management fees or any other type of compensation is paid by or to any related
party, other than compensation reported pursuant to Item 402 of Regulation
S-K.
 
 Reimbursement of Our General
Partner
 
 Our
general partner was reimbursed $2,070,100 for expenses incurred in 2008 pursuant
to our Amended and Restated Agreement of Limited Partnership.  Our
general partner is not compensated for services provided in acting as our
general partner. However, we reimburse our general partner on a monthly basis
for all expenses incurred or payments made on our behalf, and all other
necessary or appropriate expenses allocable to us. Such expenses include
both
  
  direct
expenses and management expenses. Pursuant to our Amended and Restated Agreement
of Limited Partnership, direct expenses include:
 
 ·
              professional
      fees and expenses, such as audit, tax, legal and engineering
      costs;
 ·
              regulatory
      fees and expenses;
 ·
              ad
      valorem taxes;
 ·
              severance
      taxes;
 ·
              the
      fees and expenses of independent managers of our
      general  partner and its general partner;
  and
 ·
              premiums
      for officers’ and managers’ liability
insurance.
 
 Management
expenses are expenses of the general partner and its affiliates incurred on our
behalf and include:
 
 ·
              rent,
      wages, salaries and the cost of employee benefit plans provided to
      employees and officers that are properly allocable to us;
    and
 ·
              all
      other necessary or appropriate expenses allocable to us, but do not
      include items classified as direct expenses or production
      costs.
 
 As a
result of the limitation on management expenses discussed below, recovery of
additional expenses may occur by changing the classification of the expenses
only to the extent that (i) a portion of management expense is reduced by
shifting certain costs to direct expenses or production cost, and (ii) such classification
change impacts a period when management expense could otherwise exceed the 5%
cap and (iii) such excess above the cap cannot be recovered in future or past
fiscal years.
 
 Our
reimbursements to our general partner of management expenses (excluding overhead
expenses included in production costs that are deducted in determining net
profits interests) during any fiscal year are limited to an amount not greater
than five percent (5%) of the sum of our distributions to our partners for that
fiscal year, adjusted for changes in cash reserves, plus expenses paid by us for
that year for direct and management expenses and production costs which are
capital in nature and charged against the net profits interests, and increases
in taxes and regulatory compliance costs.
 
 To the
extent that actual reimbursement for management expenses in any fiscal year is
less than five percent (5%) of this sum, our reimbursement to our general
partner may exceed the 5% limitation by the amount of that difference at any
time during the succeeding three fiscal years. If reimbursement to our general
partner was limited by the 5% limitation during the preceding three fiscal
years, the amount by which the management expenses are less than the 5%
limitation in the current year may be used to permit our general partner to
recoup the deficit from the preceding years.
 
 Our
Amended and Restated Agreement of Limited Partnership generally may not be
amended to increase the 5% limitation on the reimbursement of management
expenses.
 
  
  Reimbursement
to the Operating Partnership
 
 The
operating partnership was reimbursed an aggregate of $619,900 from Dorchester
Minerals Oklahoma LP and Dorchester Minerals Acquisition LP, two of our
wholly-owned subsidiaries, pursuant to Administrative Service
Agreements.  The operating partnership provides the wholly-owned
subsidiaries services related to accounting, internal controls, management of
data processing systems, preparation of all federal and state tax reports,
service as paymaster, preparation of periodic financial statements and banking
and other financial relationships.  The operating partnership is
reimbursed for the payment of all direct and indirect costs and expenses
incurred in the performance of the services provided, including without
limitation, (i) attributable secretarial, telephone, office rent and other
office expenses, (ii) attributable salaries and other compensation expenses of
employees, officers and directors, (iii) other attributable administrative
expenses, (iv) travel expenses, (v) legal and accounting costs and expenses and
(vi) expenses incurred in providing or obtaining such other professional,
technical, administrative services and advice as deemed necessary or
desirable.  Reimbursements made pursuant to the Administrative Service
Agreements are not also made pursuant to the Amended and Restated Agreement of
Limited Partnership.
 
 Review,
Approval or Ratification of Transactions with Related Persons
 
 Whenever
any potential conflict of interest exists or arises between our general partner
or any of its affiliates and us or any of our partners, our general partner
resolves that conflict. Our Amended and Restated Agreement of Limited
Partnership requires our general partner to seek approval of a majority of the
members of the Advisory Committee of the general partner of our general partner
as to a proposed resolution of the conflict.  In addition to approval
by the Advisory Committee, the resolution of the conflict of interest must also
be fair and reasonable to us.  Any resolution of a conflict of
interest shall also be conclusively deemed fair and reasonable to us if such
resolution is:
 
 ·
              on
      terms no less favorable to us than those generally being provided to or
      available from unrelated third parties,
or
 ·
              fair
      to us, taking into account the totality of the relationships between the
      parties involved (including other transactions that may be particularly
      favorable or advantageous to us).
 
 Our
general partner, or its general partner’s Advisory Committee if its approval is
sought, is authorized, in connection with its determination of what is fair and
reasonable to us, and in connection with its resolution of any conflict of
interest, to consider:
 
 ·
              the
      relative interests of any party to such conflict, agreement, transaction
      or situation and the benefits and burdens relating to such
      interest,
 ·
              any
      customary or accepted industry practices and any customary or historical
      dealings with a particular person,
 ·
              any
      applicable generally accepted accounting practices or principles,
      and
 ·
              such
      additional factors as our general partner’s, or its general partner’s
      Advisory Committee, determines in its sole discretion to be relevant,
      reasonable or appropriate under the
  circumstances.
  
 Whenever our Amended and Restated Agreement of Limited Partnership requires that
a particular transaction, arrangement or resolution of a conflict of interest be
fair and reasonable, the fair and reasonable nature of that transaction,
arrangement, or resolution shall be considered in the context of all similar or
related transactions.
  
  
 PART IV
 
 ITEM
15.                      EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
 
 See Index
to Exhibits to Form 10-K/A.
  
  SIGNATURES
 
  Pursuant
to the requirements of Section 13 or 15(d) 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.
 
 By:           Dorchester
Minerals Management LP,
 its general partner
 
 By:           Dorchester
Minerals Management GP LLC,
 its general partner
 
 By:           /s/ William Casey
McManemin
 William Casey
McManemin
 Chief
Executive Officer
  Date:           February
22, 2010
  Pursuant
to the requirements of the Securities and Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
 
 
 /s/
      William Casey McManemin
              
              
              
              /s/
      H.C. Allen, Jr.William
      Casey McManemin
                Chief
      Executive Officer and Manager
                (Principal
      Executive Officer)
                Date:  February 22,
      2010
              
              
              
              H.C.
      Allen, Jr.
                Chief
      Financial Officer and Manager
                (Principal
      Financial and Accounting Officer)
                Date:  February 22,
      2010/s/
      James E. Raley
              
              
              
              /s/
      Buford P. BerryJames
      E. Raley
                Chief
      Operating Officer and Manager
                Date:  February 22,
      2010
              
              
              
              Buford
      P. Berry
                Manager
                Date:  February 22,
      2010/s/
      Preston A. Peak
              
              
              
              /s/
      C. W. RussellPreston
      A. Peak
                Manager
                Date:  February 22,
      2010
              
              
              
              C.
      W. Russell
                Manager
                Date:  February 22,
      2010/s/
      Ronald P. Trout
              
              
              
              /s/
      Robert C. VaughnRonald
      P. Trout
                Manager
                Date:  February 22,
      2010
              
              
              
              Robert
      C. Vaughn
                Manager
                Date:  February 22,
      2010
  
  INDEX
TO EXHIBITS TO FORM 10-K/A
 
 EXHIBIT
 NUMBER               DESCRIPTION
 
   23.1
              Consent
      of Grant Thornton LLP31.1
              Certification
      of Chief Executive Officer of our Partnership pursuant to Rule 13a-14(a)
      of the Securities Exchange Act of 193431.2
              Certification
      of Chief Financial Officer of our Partnership pursuant to Rule 13a-14(a)
      of the Securities Exchange Act of 193432.1
              Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Sec. 135099.1
              Report of
      Independent Registered Public Accounting
Firm