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):
                         April 21, 2005 (April 15, 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 3.02         UNREGISTERED SALES OF EQUITY SECURITIES.

         On April 15, 2005, Blue Dolphin Energy Company, a Delaware  corporation
("Blue  Dolphin"),  issued  592,589  shares of Common Stock,  par value $.01 per
share (the Common Stock"), as a result of the exercise of outstanding  warrants.
Additionally,  during April 2005,  the Company  issued  222,702 shares of Common
Stock as a result of the exercise of outstanding  Warrants.  These warrants were
issued by the  Company in  September  and  November  2004.  The  exercise of the
warrants was accomplished via net exercises,  whereby holders  surrendered their
right to purchase a portion of the shares of Common Stock.  In  connection  with
the net exercise of  warrants,  the rights to receive  101,378  shares of Common
Stock were  surrendered  and the Company  issued  815,291 shares of Common Stock
upon exercise. No underwriting discounts or commissions were paid.

         The shares of Common  Stock  issued upon  exercise of the  warrants and
options  were  issued  by Blue  Dolphin  in  reliance  upon the  exemption  from
registration provided by Section 4(2) of the Securities Act of 1933, as amended,
for transactions by an issuer not involving a public offering.

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:  April 21, 2005.

                                                     BLUE DOLPHIN ENERGY COMPANY

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