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): August 4, 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 August 4, 2004 Announcing Second Quarter Results 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 August 3, 2004 which announces the Registrant's second quarter results. 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: August 4, 2004 By: /s/ William Casey McManemin ----------------------------- William Casey McManemin Chief Executive Officer