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):
                      December 6, 2004 (November 30, 2004)


                           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 December 2, 2004, Blue Dolphin Energy Company issued a press release
announcing that it had closed the sale of 1.55 million warrants (the "Warrants")
pursuant to the terms of the Note and Warrant Purchase  Agreement (the "Purchase
Agreement") entered into on September 8, 2004 with certain accredited  investors
and directors of the Company for the purchase and sale of promissory notes in an
aggregate  principal amount of $750,000 and an aggregate of 2.8 million warrants
(the  "Warrants") to purchase  shares of the Company's  common stock,  par value
$.01 per share (the "Common Stock"), at a price of $0.003 per Warrant.  The sale
of the Promissory Notes and the first tranche of 1.25 million Warrants closed on
September  8, 2004,  and the sale and  issuance  of the  second  tranche of 1.55
million Warrants, approved at a special meeting of stockholders held on November
11, 2004, occurred on November 30, 2004. The Company expects to use the proceeds
from the sale of these  Warrants  for  working  capital  and  general  corporate
purposes.

         The sale of securities  pursuant to the Purchase  Agreement was made in
reliance on the exemptions from the registration  requirements of the Securities
Act of 1933,  as amended  (the  "Act"),  pursuant to Section 4(2) of the Act and
Rule  506 of  Regulation  D.  The  securities  were  sold  without  any  general
solicitation  by  the  Company  or  its   representatives,   and  each  investor
represented  to the Company that it is an "accredited  investor"  under the Act.
Pursuant to the terms of the Purchase Agreement,  the Company has also agreed to
file a  registration  statement  with the  Securities  and  Exchange  Commission
("SEC") to register the resale of shares of Common Stock  issuable upon exercise
of the Warrants.

         The Warrants are  immediately  exercisable,  have an exercise  price of
$0.25 per share and will expire five years  after  their date of  issuance.  The
Warrants contain standard  antidilution  provisions,  as well as provisions that
will result in  adjustments to the exercise price of the Warrants if the Company
issues  shares  of Common  Stock at a price  below  $0.25,  subject  to  certain
exceptions.

         Pursuant to the terms of the Purchase  Agreement,  Laurence N. Benz, F.
Gardner  Parker and Michael S.  Chadwick  purchased  41,667,  341,665 and 20,834
Warrants in the second tranche, respectively.  Messrs. Benz, Chadwick and Parker
are all directors of the Company.  In addition to serving on the Company's board
of directors, Mr. Chadwick is also a Senior Vice President and Managing Director
of Sanders  Morris Harris Group,  Inc.  ("SMH"),  a financial  services  holding
company  headquartered in Houston,  Texas. The Company paid SMH a $25,000 fee in
connection  with this  transaction and has agreed to retain SMH as the Company's
financial advisor for future strategic  acquisitions and other related services.
The Company also entered into a consulting agreement with Mr. Parker.

         The above description of the terms of the Warrants is only a summary. A
copy of the form of Warrant,  the Purchase  Agreement  and the press release are
being filed as exhibits to this report and are incorporated herein by reference.




ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS

                  (c)      Exhibits

                           4.1      Form of Warrant

                           10.1     Note and Warrant Purchase  Agreement between
                                    Blue  Dolphin  Energy  Company  and  Certain
                                    Investors, Dated September 8, 2004

                           99.1     Press Release dated December 2, 2004

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:   December 6, 2004.

                                                     BLUE DOLPHIN ENERGY COMPANY

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



















                                INDEX TO EXHIBITS


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

                  *4.1     Form of Warrant

                  *10.1    Note and  Warrant  Purchase  Agreement  between  Blue
                           Dolphin Energy Company and Certain  Investors,  dated
                           September 8, 2004

                  **99.1   Press Release dated December 2, 2004


------------
*Incorporated  by reference  from the Current  Report on Form 8-K filed with the
Securities and Exchange Commission on September 14, 2004.

**Filed herewith.