SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT


                       PURSUANT TO SECTION 13 OR 15(D) OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934

               Date of Report: (Date of earliest event reported):
                     February 22, 2005 (February 16, 2005)


                           Blue Dolphin Energy Company
             (Exact name of registrant as specified in its charter)



         Delaware                      0-15905                    73-1268729
(State of Incorporation)      (Commission file Number)          (IRS Employer 
                                                             Identification No.)

                             801 Travis, Suite 2100
                              Houston, Texas 77002
              (Address of Registrant's principal executive offices)

                                 (713) 227-7660
              (Registrant's telephone number, including area code)



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:

     |_|  Written  communication  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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED  LISTING RULE OR
STANDARD; TRANSFER OF LISTING.

     On February 16, 2005, Blue Dolphin Energy Company,  a Delaware  corporation
(the  "Company"),  received a notice  from the Nasdaq  Stock  Market  ("NASDAQ")
indicating that its common stock did not meet the continued listing  requirement
for the Nasdaq SmallCap Market set forth in Nasdaq  Marketplace  Rule 4310(c)(4)
because the common stock traded below the minimum bid price requirement of $1.00
for a period of 30 consecutive  business  days.  Therefore,  in accordance  with
Nasdaq  Marketplace  Rule  4310(c)(8)(D),  the  Company  is being  provided  180
calendar  days, or until August 15, 2005, to regain  compliance.  If, at anytime
before August 15, 2005,  the bid price of the  Company's  common stock closes at
$1.00 per share or more for a minimum of 10 consecutive  trading days, the staff
of NASDAQ will provide written notification that it complies with the rule.

     If the Company's  common stock cannot regain  compliance with Nasdaq Market
Place Rule  4310(c)(4)  by August 15, 2005,  the staff of NASDAQ will  determine
whether  the  Company  common  stock meets the NASDAQ  SmallCap  Market  initial
listing  criteria as set forth in Marketplace  Rule 4310(c),  except for the bid
price requirement. If it meets the initial listing criteria, the staff of NASDAQ
will notify the Company that it has been granted an additional 180 calendar days
to meet the $1.00 minimum bid price requirement.  If the Company is not eligible
for an additional  compliance  period,  the staff of NASDAQ will provide written
notification that the Company's common stock will be delisted. At that time, the
Company  may appeal the  determination  to delist its common  stock to a Listing
Qualifications Panel.


SIGNATURE



     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

Date:   February 22, 2005.

                                                     BLUE DOLPHIN ENERGY COMPANY

                                                      /s/ G. Brian Lloyd
                                                     ---------------------------
                                                     By:  G. Brian Lloyd
                                                     Vice President, Treasurer