SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                                  Amendment No. 1

                            DORCHESTER MINERALS, L.P.
                                (Name of Issuer)

                                  Common Units
                         (Title of Class of Securities)


                                   25820R 10 5
                                 (CUSIP Number)


                                December 31, 2004
                              (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)

         [ X ] Rule 13d-1(d)





     *The  remainder  of this cover  page  shall be filled  out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.

     The  information  required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of  Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however,  see
the Notes).






Schedule 13G
CUSIP No. 25820R 10 5
1        NAME OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

         William Casey McManemin

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See  Instructions)
   (a) :
   (b) :

3        SEC USE ONLY

4        CITIZENSHIP OR PLACE OF ORGANIZATION

         United States citizen


NUMBER OF
                5        SOLE VOTING POWER
SHARES                         1,958,266 (1)
                6        SHARED VOTING POWER
BENEFICIALLY                     58,755 (1)

OWNED BY        7        SOLE DISPOSITIVE POWER
                               1,958,266 (1)
EACH
                8        SHARED DISPOSITIVE POWER
REPORTING                         58,755 (1)

PERSON WITH



9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         2,017,021

10       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
         (See Instructions)                                   G

11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
         7.1%

12       TYPE OF REPORTING PERSON (See Instructions)
         IN

(1) Of the 2,017,021 common units owned by Mr.  McManemin,  157,573 are held by
him  individually;  26,966  are  held by 1307,  Ltd.,  of which he is one of the
general partners and President of the other general partner;  1,773,727 are held
by Red Wolf Partners,  of which he is the managing  general  partner;  5,531 are
held by SAM  Partners  Management,  Inc.,  of which he is Vice  President  and a
shareholder; and 53,224 are held by Smith Allen Oil & Gas, Inc. of which he is
Vice President and a shareholder.  Mr. McManemin  disclaims  beneficial  
ownership in those  units  held by  1307,  Ltd.,  SAM  Partners  Management,
Inc.,  Red Wolf Partners,  and Smith Allen Oil & Gas, Inc., in which he does not
have a pecuniary interest.




Schedule 13G
CUSIP No. 25820R 10 5

1        NAME OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

         Red Wolf Partners

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
         (See Instructions)  
         (a)  :
         (b)  :

3        SEC USE ONLY

4        CITIZENSHIP OR PLACE OF ORGANIZATION

         United States citizen


NUMBER OF
                5        SOLE VOTING POWER
SHARES                         1,773,727 (1)
                6        SHARED VOTING POWER
BENEFICIALLY                     

OWNED BY        7        SOLE DISPOSITIVE POWER
                               1,773,727 (1)
EACH
                8        SHARED DISPOSITIVE POWER
REPORTING                       

PERSON WITH



9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           1,773,727

10       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
         (See Instructions)       
                              G

11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

          6.3%

12       TYPE OF REPORTING PERSON (See Instructions)
         PN

(1)  Mr.  McManemin is the managing  general  partner of Red Wolf Partners.  Mr.
     McManemin disclaims beneficial ownership of those common units owned by Red
     Wolf Partners in which he does not have a pecuniary interest.



Item 1.

         (a)  Name of issuer: Dorchester Minerals, L.P.

         (b)  Address of issuer's principal executive offices: 
              3838 Oak Lawn Avenue, Dallas, Texas 75219

Item 2.

(a)  Name of persons filing:    William Casey McManemin
                                Red Wolf Partners

(b)  Address of principal  business  office:  The principal  business office for
     William  Casey  McManemin  and Red Wolf  Partners is 3838 Oak Lawn  Avenue,
     Suite 300, Dallas, Texas 75219.

(c)  Citizenship:  William Casey McManemin is a United States citizen.  Red Wolf
     Partners is a Texas general partnership.

(d)  Title of class of Securities: Common Units

(e)  CUSIP Number: 25820R 10 5

Item 3. If this  statement is filed  pursuant to 240.13d(b) or  240.13d-2(b)  or
(c), check whether the person filing is a:

     (a)  [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C.
          78o).

     (b)  [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

     (c)  [ ]  Insurance  company as defined in section  3(a)(19) of the Act (15
          U.S.C. 78c).

     (d)  [ ] Investment  company  registered  under section 8 of the Investment
          Company Act of 1940 (15 U.S.C. 80a-8).

     (e)  [ ] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);

     (f)  [ ] An employee  benefit plan or  endowment  fund in  accordance  with
          240.13d-1(b)(1)(ii)(F);

     (g)  [ ] A parent  holding  company or control  person in  accordance  with
          240.13d-1(b)(1)(ii)(G);

     (h)  [ ] A savings  association as defined in  Section 3(b)  of the Federal
          Deposit Insurance Act (12 U.S.C. 1813);

     (i)  [ ] A  church  plan  that  is  excluded  from  the  definition  of  an
          investment  company under section  3(c)(14) of the Investment  Company
          Act of 1940 (15 U.S.C. 80a-3);

     (j)  [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).


Item 4.  Ownership

     (a) - (c) Amount and percentage  beneficially  owned,  percent of class and
number of shares each  reporting  person has the sole power to vote or to direct
the vote,  shared power to vote or direct the vote,  sole power to dispose or to
direct  the  disposition  of and  shared  power  to  dispose  or to  direct  the
disposition of:

     William Casey  McManemin owns 2,017,021  shares  representing  7.1% of the
class.  He has the sole power to vote or to direct the vote of 1,958,266 common
units,  the shared power to vote or to direct the vote of 58,755 common units,
sole power to dispose or to direct the disposition of 1,958,266 common units and
shared power to dispose or to direct the disposition of 58,755 common units.

     William  Casey  McManemin  is the  managing  general  partner  of Red  Wolf
Partners.  Red Wolf Partners has the sole power to vote or to direct the vote of
1,773,727 common units,  the shared power to vote or to direct the vote of none
of the common  units, sole power to  dispose  or to direct the  disposition  of
1,773,727 common units and shared power to dispose or to direct the disposition
of none of the common units.

Item 5.  Ownership of Five Percent or Less of a Class

         Not applicable.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person

         Not applicable.

Item 7.  Identification  and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company

         Not applicable.

Item 8.  Identification and Classification of Members of the Group

     The group  members  filing this  Schedule 13G pursuant to Rule 13d-1(d) are
William Casey McManemin,  an individual and Red Wolf Partners, a [Texas] general
partnership.

Item 9.  Notice of Dissolution of Group

         Not applicable.

Item 10.  Certification

         Not applicable.




                                    SIGNATURE

     After  reasonable  inquiry and to the best of my knowledge and belief,  the
undersigned  certifies that the information set forth in this statement is true,
complete and correct.


Date:  February 14, 2005                            /s/ William Casey McManemin
                                                        William Casey McManemin
                                                                  
                                                                   
Date:  February 14, 2005                            RED WOLF PARTNERS

                                          By:       /s/ William Casey McManemin
                                                 Name:  William Casey McManemin
                                             Title:    Managing General Partner