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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001104659-24-115320 0001730313 XXXXXXXX LIVE 2 Common Units Representing Limited Partnership Interest 12/10/2024 false 0001172358 25820R105 Dorchester Minerals, L.P. 3838 Oak Lawn Avenue, Suite 300 Dallas TX 75219 John R. Howard, Jr. 212-269-1056 5949 Sherry Lane, Suite 1850 Dallas TX 75225 0001480830 N Carrollton Mineral Partners, LP b WC N TX 336638.00 0.00 336638.00 0.00 336638.00 N 0.71 PN (1) Based on 47,339,756 common units representing limited partnership interests (Common Units) of Dorchester Minerals, L.P. (the Partnership) outstanding as of October 31, 2024 as reported in the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the Securities and Exchange Commission (the SEC) on October 31, 2024. 0001491047 N Carrollton Mineral Partners Fund II, LP b WC N TX 392865.00 0.00 392865.00 0.00 392865.00 N 0.83 PN (1) Based on 47,339,756 Common Units of the Partnership outstanding as of October 31, 2024 as reported in the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the SEC on October 31, 2024. 0001540530 N Carrollton Mineral Partners III, LP b WC N TX 133621.00 0.00 133621.00 0.00 133621.00 N 0.28 PN (1) Based on 47,339,756 Common Units of the Partnership outstanding as of October 31, 2024 as reported in the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the SEC on October 31, 2024. 0001557049 N Carrollton Mineral Partners III-B, LP b WC N TX 13512.00 0.00 13512.00 0.00 13512.00 N 0.03 PN (1) Based on 47,339,756 Common Units of the Partnership outstanding as of October 31, 2024 as reported in the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the SEC on October 31, 2024. 0001730313 N Carrollton Mineral Partners IV, LP b WC N TX 502196.00 0.00 502196.00 0.00 502196.00 N 1.06 PN (1) Based on 47,339,756 Common Units of the Partnership outstanding as of October 31, 2024 as reported in the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the SEC on October 31, 2024. Y CMP Permian, LP b WC N TX 32032.00 0.00 32032.00 0.00 32032.00 N 0.07 PN (1) Based on 47,339,756 Common Units of the Partnership outstanding as of October 31, 2024 as reported in the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the SEC on October 31, 2024. Y CMP Glasscock, LP b WC N TX 22052.00 0.00 22052.00 0.00 22052.00 N 0.05 PN (1) Based on 47,339,756 Common Units of the Partnership outstanding as of October 31, 2024 as reported in the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the SEC on October 31, 2024. Y Ingleside Capital, LP b AF N TX 165581.00 0.00 165581.00 0.00 165581.00 N 0.35 PN (1) Based on 47,339,756 Common Units of the Partnership outstanding as of October 31, 2024 as reported in the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the SEC on October 31, 2024. Y Carrollton Mineral Partners GP, LP b AF N TX 0.00 336638.00 0.00 336638.00 336638.00 N 0.71 PN (1) Carrollton Mineral Partners, LP is a direct beneficial owner of 336,638 Common Units of the Partnership. As the sole general partner of Carrollton Mineral Partners, LP, Carrollton Mineral Partners GP, LP may be deemed to have shared and/or dispositive power with respect to such units. (2) Based on 47,339,756 Common Units of the Partnership outstanding as of October 31, 2024 as reported in the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the SEC on October 31, 2024. Y Carrollton Mineral Partners II GP, LP b AF N TX 0.00 392865.00 0.00 392865.00 392865.00 N 0.83 PN (1) Carrollton Mineral Partners Fund II, LP is a direct beneficial owner of 392,865 Common Units of the Partnership. As the sole general partner of Carrollton Mineral Partners Fund II, LP, Carrollton Mineral Partners II GP, LP may be deemed to have shared and/or dispositive power with respect to such Common Units. (2) Based on 47,339,756 Common Units of the Partnership outstanding as of October 31, 2024 as reported in the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the SEC on October 31, 2024. Y Carrollton Mineral Partners III GP, LP b AF N TX 0.00 137653.00 0.00 137653.00 137653.00 N 0.29 PN (1) Includes (i) 4,032 Common Units of the Partnership held directly by and Carrollton Mineral Partners III GP, LP and (ii) 133,621 Common Units of the Partnership held directly by Carrollton Mineral Partners III, LP. As the sole general partner of Carrollton Mineral Partners III, LP, Carrollton Mineral Partners III GP, LP may be deemed to have shared and/or dispositive power with respect to such Common Units. (2) Based on 47,339,756 Common Units of the Partnership outstanding as of October 31, 2024 as reported in the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the SEC on October 31, 2024. Y Carrollton Mineral Partners III-B GP, LP b AF N TX 0.00 14277.00 0.00 14277.00 14277.00 N 0.03 PN (1) Includes (i) 765 Common Units of the Partnership held directly by Carrollton Mineral Partners III-B GP, LP and (ii) 13,512 Common Units of the Partnership held directly by Carrollton Mineral Partners III-B, LP. As the sole general partner of Carrollton Mineral Partners III-B, LP, Carrollton Mineral Partners III-B GP, LP may be deemed to have shared and/or dispositive power with respect to such Common Units. (2) Based on 47,339,756 Common Units of the Partnership outstanding as of October 31, 2024 as reported in the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the SEC on October 31, 2024. Y Carrollton Mineral Partners IV GP, LP b AF N TX 0.00 502196.00 0.00 502196.00 502196.00 N 1.06 PN (1) Carrollton Mineral Partners IV, LP is a direct beneficial owner of 502,196 Common Units of the Partnership. As the sole general partner of Carrollton Mineral Partners IV, LP, Carrollton Mineral Partners IV GP, LP may be deemed to have shared and/or dispositive power with respect to such Common Units. (2) Based on 47,339,756 Common Units of the Partnership outstanding as of October 31, 2024 as reported in the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the SEC on October 31, 2024. Y Carrollton Land Company, LLC b AF N TX 0.00 58966.00 0.00 58966.00 58966.00 N 0.12 OO (1) Includes (i) 4,882 Common Units of the Partnership held directly by Carrollton Land Company, LLC, (ii) 32,032 Common Units of the Partnership held directly by CMP Permian, LP and (iii) 22,052 Common Units of the Partnership held directly by CMP Glasscock, LP. As the sole general partner of CMP Permian, LP and CMP Glasscock, LP, Carrollton Land Company, LLC may be deemed to have shared and/or dispositive power with respect to such Common Units. (2) Based on 47,339,756 Common Units of the Partnership outstanding as of October 31, 2024 as reported in the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the SEC on October 31, 2024. Y CMP Energy, LLC b AF N TX 0.00 336638.00 0.00 336638.00 336638.00 N 0.71 OO (1) Carrollton Mineral Partners, LP is a direct beneficial owner of 336,638 Common Units of the Partnership. As the sole general partner of Carrollton Mineral Partners GP, LP, the sole general partner of Carrollton Mineral Partners, LP, CMP Energy, LLC may be deemed to have shared and/or dispositive power with respect to such Common Units. (2) Based on 47,339,756 Common Units of the Partnership outstanding as of October 31, 2024 as reported in the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the SEC on October 31, 2024. Y CMP Energy II, LLC b AF N TX 0.00 392865.00 0.00 392865.00 392865.00 N 0.83 OO (1) Carrollton Mineral Partners Fund II, LP is a direct beneficial owner of 392,865 Common Units of the Partnership. As the sole general partner of Carrollton Mineral Partners II GP, LP, the sole general partner of Carrollton Mineral Partners Fund II, LP, CMP Energy II, LLC may be deemed to have shared and/or dispositive power with respect to such Common Units. (2) Based on 47,339,756 Common Units of the Partnership outstanding as of October 31, 2024 as reported in the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the SEC on October 31, 2024. Y CMP Energy III, LLC b AF N TX 0.00 151930.00 0.00 151930.00 151930.00 N 0.32 OO (1) Carrollton Mineral Partners III, LP is a direct beneficial owner of 133,621 Common Units of the Partnership, Carrollton Mineral Partners III-B, LP is a direct beneficial owner of 13,512 Common Units of the Partnership and Carrollton Mineral Partners III-B GP, LP is a direct beneficial owner of 4,797 Common Units of the Partnership. As the sole general partner of Carrollton Mineral Partners III GP, LP, the sole general partner of Carrollton Mineral Partners III, LP, and Carrollton Mineral Partners III-B GP, LP, the sole general partner of Carrollton Mineral Partners III-B, LP, CMP Energy III, LLC may be deemed to have shared and/or dispositive power with respect to such Common Units. (2) Based on 47,339,756 Common Units of the Partnership outstanding as of October 31, 2024 as reported in the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the SEC on October 31, 2024. Y CMP Energy IV, LLC b AF N TX 0.00 502196.00 0.00 502196.00 502196.00 N 1.06 OO (1) Carrollton Mineral Partners IV, LP is a direct beneficial owner of 502,196 Common Units of the Partnership. As the sole general partner of Carrollton Mineral Partners IV GP, LP, the sole general partner of Carrollton Mineral Partners IV, LP, CMP Energy IV, LLC may be deemed to have shared and/or dispositive power with respect to such Common Units. (2) Based on 47,339,756 Common Units of the Partnership outstanding as of October 31, 2024 as reported in the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the SEC on October 31, 2024. Y CMP Resources, LLC b AF N TX 0.00 167147.00 0.00 167147.00 167147.00 N 0.35 OO (1) Includes (i) 1,566 Common Units of the Partnership held directly by CMP Resources, LLC and (ii) 165,581 Common Units of the Partnership held directly by Ingleside Capital, LP. As the sole general partner of Ingleside Capital, LP, CMP Resources, LLC may be deemed to have shared and/or dispositive power with respect to such Common Units. (2) Based on 47,339,756 Common Units of the Partnership outstanding as of October 31, 2024 as reported in the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the SEC on October 31, 2024. Y John R. Howard, Jr. b AF N TX 0.00 1609742.00 0.00 1609742.00 1609742.00 N 3.40 IN (1) Represents (i) 336,638 Common Units of the Partnership held by Carrollton Mineral Partners, LP, (ii) 392,865 Common Units of the Partnership held by Carrollton Mineral Partners Fund II, LP, (iii) 133,621 Common Units of the Partnership held by Carrollton Mineral Partners III, LP, (iv) 13,512 Common Units of the Partnership held by Carrollton Mineral Partners III-B, LP, (v) 502,196 Common Units of the Partnership held by Carrollton Mineral Partners IV, LP, (vi) 165,581 Common Units of the Partnership held by Ingleside Capital, LP, (vii) 32,032 Common Units of the Partnership held by CMP Permian, LP, (viii) 22,052 Common Units of the Partnership held by CMP Glasscock, LP, (ix) 4,797 Common Units of the Partnership held by Carrollton Mineral Partners III-B GP, LP, (x) 4,882 Common Units of the Partnership held by Carrollton Land Company, LLC and (xi) 1,566 Common Units of the Partnership held by CMP Resources, LLC. (2) As sole manager of CMP Energy, LLC, CMP Energy II, LLC, CMP Energy III, LLC, CMP Energy IV, LLC, Carrollton Land Company, LLC and CMP Resources, LLC, John R. Howard, Jr. may be deemed to have shared voting and/or dispositive power with respect to such Common Units held by Carrollton Mineral Partners, LP, Carrollton Mineral Partners Fund II, LP, Carrollton Mineral Partners III, LP, Carrollton Mineral Partners III-B, LP, Carrollton Mineral Partners IV, LP, CMP Permian, LP, CMP Glasscock, LP and Ingleside Capital, LP. (3) Based on 47,339,756 Common Units of the Partnership outstanding as of October 31, 2024 as reported in the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the SEC on October 31, 2024. Common Units Representing Limited Partnership Interest Dorchester Minerals, L.P. 3838 Oak Lawn Avenue, Suite 300 Dallas TX 75219 This Amendment No. 2 ("Amendment No. 2") amends the statement on Schedule 13D filed with the Securities and Exchange Commission on November 7, 2024, as amended on November 25, 2024 ("Amendment No. 1"), to reflect dispositions and acquisitions by the Reporting Persons. This Amendment No. 2 relates to common units representing limited partnership interests ("Common Units"), of Dorchester Minerals, L.P., a Delaware limited partnership (the "Partnership") and is filed in connection with pro-rata distributions made by the Reporting Persons to their respective limited partners. All references to Reporting Persons in the original Schedule 13D and Amendment No. 1 shall be deemed to include references to all Reporting Persons under this Amendment No. 2. The principal executive offices of the Partnership are located at 3838 Oak Lawn Avenue, Suite 300, Dallas, Texas 75219. Except as otherwise stated herein, there are no changes to the Schedule 13D. The information contained on the cover pages of this Schedule 13D is incorporated herein by reference. The information contained on the cover pages of this Schedule 13D is incorporated herein by reference. Transactions effected by the Reporting Persons since the most recent filing of the Schedule 13D are listed on Exhibit 1 and are hereby incorporated by reference. December 10, 2024 The following document is filed as an exhibit to this Schedule 13d: Exhibit 1 - Item 5(c) Transactions Carrollton Mineral Partners, LP /s/ John R. Howard, Jr. John R. Howard, Jr., Manager, CMP Energy, LLC, the general partner of Carrollton Mineral Partners GP, LP, its general partner 12/23/2024 Carrollton Mineral Partners Fund II, LP /s/ John R. Howard, Jr. John R. Howard, Jr., Manager, CMP Energy II, LLC, the general partner of Carrollton Mineral Partners II GP, LP, its general partner 12/23/2024 Carrollton Mineral Partners III, LP /s/ John R. Howard, Jr. John R. Howard, Jr., Manager, CMP Energy III, LLC, the general partner of Carrollton Mineral Partners III GP, LP, its general partner 12/23/2024 Carrollton Mineral Partners III-B, LP /s/ John R. Howard, Jr. John R. Howard, Jr., Manager, CMP Energy III, LLC, the general partner of Carrollton Mineral Partners III-B GP, LP, its general partner 12/23/2024 Carrollton Mineral Partners IV, LP /s/ John R. Howard, Jr. John R. Howard, Jr., Manager, CMP Energy IV, LLC, the general partner of Carrollton Mineral Partners IV GP, LP, its general partner 12/23/2024 CMP Permian, LP /s/ John R. Howard, Jr. John R. Howard, Jr., Manager, Carrollton Land Company, LLC, its general partner 12/23/2024 CMP Glasscock, LP /s/ John R. Howard, Jr. John R. Howard, Jr., Manager, Carrollton Land Company, LLC, its general partner 12/23/2024 Ingleside Capital, LP /s/ John R. Howard, Jr. John R. Howard, Jr., Manager, CMP Resources, LLC, its general partner 12/23/2024 Carrollton Mineral Partners GP, LP /s/ John R. Howard, Jr. John R. Howard, Jr., Manager, CMP Energy, LLC, its general partner 12/23/2024 Carrollton Mineral Partners II GP, LP /s/ John R. Howard, Jr. John R. Howard, Jr., Manager, CMP Energy II, LLC, its general partner 12/23/2024 Carrollton Mineral Partners III GP, LP /s/ John R. Howard, Jr. John R. Howard, Jr., Manager, CMP Energy III, LLC, its general partner 12/23/2024 Carrollton Mineral Partners III-B GP, LP /s/ John R. Howard, Jr. John R. Howard, Jr., Manager, CMP Energy III, LLC, its general partner 12/23/2024 Carrollton Mineral Partners IV GP, LP /s/ John R. Howard, Jr. John R. Howard, Jr., Manager, CMP Energy IV, LLC, its general partner 12/23/2024 Carrollton Land Company, LLC /s/ John R. Howard, Jr. John R. Howard, Jr., Manager 12/23/2024 CMP Energy, LLC /s/ John R. Howard, Jr. John R. Howard, Jr., Manager 12/23/2024 CMP Energy II, LLC /s/ John R. Howard, Jr. John R. Howard, Jr., Manager 12/23/2024 CMP Energy III, LLC /s/ John R. Howard, Jr. John R. Howard, Jr., Manager 12/23/2024 CMP Energy IV, LLC /s/ John R. Howard, Jr. John R. Howard, Jr., Manager 12/23/2024 CMP Resources, LLC /s/ John R. Howard, Jr. John R. Howard, Jr., Manager 12/23/2024 John R. Howard, Jr. /s/ John R. Howard, Jr. John R. Howard, Jr. 12/23/2024