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 14, 1996



                            DORCHESTER HUGOTON, LTD.
             (Exact Name of registrant as specified in its charter)



                                      TEXAS
                 (State or Other Jurisdiction of Incorporation)


         0-10697                                          75-1829064
(Commission File Number)                   (I.R.S. Employer Identification No.)


          9696 Skillman Street, Suite 320 - LB 42, Dallas, Texas 75243
                     (Address of principal executive office)


                                  (214)340-3443
                         (Registrant's Telephone Number)





Item 5.  Other Events

         On August  14,  1996,  the  Partnership  closed  with  Parker & Parsley
Petroleum  Company  entities  the  previously   announced  settlement  agreement
resolving all outstanding  litigation.  In connection  with the settlement,  the
Partnership  paid Parker & Parsley $7.0  million.  Some of the  numerous  issues
resolved by settlement  include  withdrawal by Parker & Parsley of all claims of
gas   processing   rights  to  the   Partnership's   Oklahoma  gas   production.
Additionally,  all claims by Parker & Parsley regarding rights to participate in
Oklahoma  gas wells and all claims of unpaid  production  payment  amounts  were
withdrawn.  The  Partnership  will pay Parker & Parsley,  prospectively  only, a
production  payment that was created in the 1986  acquisition by the Partnership
of 20% of the Oklahoma wells.  The amount of such annual  production  payment is
based upon the  difference  between  market gas  prices  compared  to a table of
rising  prices and based upon a table of  declining  volumes.  Accruals  for the
production payments will reduce net revenues. The first production payment to be
paid in 1997 is estimated  to be $800,000.  Additionally,  the  settlement  will
result  in a  September  1,  1996  exchange  of wells  in  Kansas  by which  the
Partnership  will  transfer  to Parker & Parsley a  non-operated  interest in 14
wells and will receive from Parker & Parsley their interest in 18 wells operated
by the Partnership.  Consequently,  the Partnership will increase ownership from
80% to 100% of the working  interest in 18 wells.  The settlement also confirmed
the  Partnership's  ownership  of the gas  pipeline  that  delivers gas from the
Partnership's Oklahoma wells to the Partnership's gas compressor facilities.  As
a result, the Partnership has canceled its previously announced plans to build a
new pipeline system in Oklahoma.  Through June 30, 1996,  approximately $420,000
in capital  expenditures  were made by the Partnership for electronic  measuring
equipment  as well  as  certain  rights-of-way  necessary  to the new  pipeline.
However,  all new metering facilities will be installed on the existing pipeline
system serving the Partnership's wells.

The  Partnership  estimates  that the  settlement  will  result  in a charge  to
earnings of  approximately  $4,350,000 and will increase  property and equipment
approximately $2,650,000.  The settlement will be reflected in the Partnership's
third quarter and is expected to result in a net loss for that quarter.







                                   SIGNATURES



         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 hereunto duly authorized.


                                             DORCHESTER HUGOTON, LTD.





                                              By:/s/Kathleen A.Rawlings
                                              --------------------------------
                                              Kathleen A. Rawlings, Controller

Dated:  August 15, 1996