UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  _____________

                                    FORM 8-K

                            Date: September 18, 2009


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


                Date of report (Date of earliest event reported):
                               September 18, 2009

                           Blue Dolphin Energy Company

             (Exact name of registrant as specified in its charter)


          Delaware                    0-15905                   73-1268729
(State or Other Jurisdiction   (Commission File Number)        (IRS Employer
      of Incorporation)                                     Identification No.)

                          801 Travis Street, Suite 2100
                                Houston, TX 77002
              (Address of principal executive office and zip code)


                                 (713) 568-4725
              (Registrant's telephone number, including area code)


                                (Not Applicable)
          (Former name or former address, 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 3.01.    Notice of Failure to Satisfy a Continued Listing Rule or Standard.

         On September 16, 2009,  Blue Dolphin Energy  Company  ("Blue  Dolphin")
received a letter from The Nasdaq Stock Market indicating that for the preceding
30 consecutive trading days, the bid price of Blue Dolphin's common stock closed
below the minimum  $1.00 per share  requirement  for continued  inclusion  under
Marketplace  Rule  5550(a)(2).  According to the letter,  Blue Dolphin has until
March 15, 2010 to regain compliance.

         If Blue Dolphin  cannot  demonstrate  compliance by March 15, 2010, The
Nasdaq Stock Market staff will  determine  whether Blue Dolphin meets The Nasdaq
Capital Market initial listing  criteria as set forth in Marketplace  Rule 5505.
If Blue Dolphin meets the initial listing criteria, Blue Dolphin will be granted
an  additional  180  calendar  day  compliance  period.  If Blue  Dolphin is not
eligible for an additional  compliance  period, its securities will be delisted.
Blue Dolphin may appeal this determination.

Item 9.01.    Financial Statements and Exhibits.

     (d)  Exhibits.

          99.1    Press release dated September 18, 2009.










































                                    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 hereunto duly authorized.

Date:    September 18, 2009

                                                   Blue Dolphin Energy Company

                                                   /s/ THOMAS W. HEATH
                                                   -----------------------------
                                                   Thomas W. Heath
                                                   President and Secretary

























































                                INDEX TO EXHIBITS


Exhibit Number       Description of Exhibit
--------------       ----------------------

          99.1       Press release dated September 18, 2009.