8-K

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): April 16, 2015

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, Dallas, Texas 75219

(Address of principal executive offices) (Zip Code)

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))

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Item 2.02                 Results of Operations and Financial Condition

The Registrant is furnishing its press release dated April 16, 2015 which announces the Registrant's cash distribution for the quarter ended March 31, 2015.  The press release is attached hereto as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

Item 7.01

And 9.01                 Regulation FD Disclosure and Financial Statements and Exhibits

(c)                 Exhibits
99.1	Press Release dated April 16, 2015 announcing the Registrant's cash distribution for the quarter ended March 31, 2015. 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 disclosed in this report under Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

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: April 16, 2015

By: /s/  William Casey McManemin

William Casey McManemin

Chief Executive Officer

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EX-99.1

Exhibit 99.1

NEWS RELEASE Dorchester Minerals, L.P.

Release Date:	April 16, 2015	3838 Oak Lawn Ave., Suite 300
		Dallas, Texas 75219-4541
Contact:	Casey McManemin	(214) 559-0300

DORCHESTER MINERALS, L.P. ANNOUNCES ITS FIRST QUARTER DISTRIBUTION

DALLAS, TEXAS — Dorchester Minerals, L.P. (NASDAQ:DMLP) announced today the Partnership’s first quarter 2015 cash distribution. The distribution of $0.306553 per common unit represents activity for the three-month period ended March 31, 2015 and is payable on May 7, 2015 to common unitholders of record as of April 27, 2015.

Cash receipts attributable to the Partnership’s Royalty Properties during the first quarter totaled approximately $9.1 million. These receipts generally reflect oil sales during December 2014 through February 2015 and gas sales during November 2014 through January 2015. Cash receipts attributable to the Partnership’s Net Profits Interests during the first quarter totaled approximately $2.5 million. These receipts reflect oil and gas sales from the properties underlying the Net Profits Interests generally during November 2014 through January 2015. Net Profits Interest receipts include approximately $1.8 million attributable to calendar year 2014 natural gas liquids.

Cash receipts attributable to lease bonus and other income during the first quarter totaled approximately $.1 million.

The Annual Meeting of Limited Partners of Dorchester Minerals, L.P. will be held at 4:00 p.m. Central time on Wednesday, May 20, 2015, at the Perot Museum of Nature and Science, 2201 N. Field Street, Dallas, Texas 75201. If you desire to tour the Museum prior to the Annual Meeting, please contact our office.

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 Global Select Market under the symbol DMLP.

This release serves as qualified notice to nominees as provided for under Treasury Regulation Section 1.1446-4(b)(4) and (d). Please note that 100 percent of the Partnership’s distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, all of the Partnership’s distributions to foreign investors are subject to federal income tax withholding at the highest effective tax rate for individuals or corporations, as applicable. Nominees, and not the Partnership, are treated as withholding agents responsible for withholding distributions received by them on behalf of foreign investors.

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.