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): March 30, 2006 -------------- 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 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) 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)) Item 2.02 Results of Operations and Financial Condition The Registrant is furnishing its press release dated March 31, 2006 which announces the Registrant's results for the year ended December 31, 2005. A copy of the press release is attached hereto as Exhibit 99.1 to this Form 8-K and incorporated herein by reference. In accordance with general instructions B.2 and B.6 of Form 8-K, the information disclosed in this report under Item 2.02, 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. Item 7.01 Regulation FD Disclosure On March 31, 2006, the Registrant issued a press release announcing the Registrant's results for the year ended December 31, 2005. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K. 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. Item 8.01 Other On March 30, 2006, the registrant entered into an agreement to lease certain of the Registrant's mineral interests in Arkansas. The disclosure provided in the copy of the press release attached as Exhibit 99.1 with respect to the leasing transaction is hereby incorporated by reference into this Item 8.01 with respect to such leasing transaction. Item 9.01 Financial Statements and Exhibits (c) Exhibits -------- 99.1 Press Release dated March 31, 2006 announcing the Registrant's fourth quarter results. 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: March 31, 2006 By: /s/ William Casey McManemin ----------------------------- William Casey McManemin Chief Executive Officer EXHIBIT INDEX ------------- 99.1 Press Release dated March 31, 2006.