8-K

                       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):
                        March 1, 2002 (February 19, 2002)


                           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)




                                (Not Applicable)
          (Former name or former address, if changed since last report)




ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

     On February 20, 2002, Blue Dolphin Energy Company,  a Delaware  corporation
("Blue  Dolphin"),  issued a press  release  announcing  that it  completed  the
acquisition  of  American  Resources  Offshore,  Inc.,  a  Delaware  corporation
("ARO"), pursuant to the Amended and Restated Agreement and Plan of Merger dated
as of December 19, 2001, as amended,  among Blue Dolphin, BDCO Merger Sub, Inc.,
a Delaware  corporation and wholly owned subsidiary of Blue Dolphin (the "Merger
Sub"), and ARO (the "Merger Agreement").  Pursuant to the Merger Agreement,  the
Merger Sub was merged with and into ARO,  with ARO  surviving  as a wholly owned
subsidiary  of Blue  Dolphin  (the  "Merger").  As a result of the Merger,  each
outstanding share of ARO (i) common stock, par value $.00001 per share (the "ARO
Common  Stock"),  was converted into the right to receive,  at the option of the
holder, either $.06 per share in cash or .0362 of a share of Blue Dolphin common
stock,  par value $.01 per share (the "Blue  Dolphin  Common  Stock"),  and (ii)
Series 1993  Preferred  Stock,  par value  $12.00 per share (the "ARO  Preferred
Stock"),  was converted into the right to receive,  at the option of the holder,
either $.07 in cash or .0301 of a share of Blue Dolphin Common Stock.

     Blue Dolphin may issue up to  approximately  426,000 shares of Blue Dolphin
Common Stock in exchange for the outstanding  shares of ARO Common Stock and ARO
Preferred  Stock.  The description of the Merger Agreement set forth herein does
not purport to be complete and is qualified in its entirety by the provisions of
the Merger  Agreement,  which is  incorporated by reference as an exhibit hereto
and is incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (a)  Exhibits

     2.1* Amended and Restated  Agreement  and Plan of Merger among Blue Dolphin
          Energy Company, BDCO Merger Sub, Inc. and American Resources Offshore,
          Inc. dated as of December 19, 2001

     2.2**Amendment  No. 1 to the Amended  and  Restated  Agreement  and Plan of
          Merger dated January 15, 2002

     99.1 Press Release issued February 20, 2002

     -----------
     *Incorporated  by reference from Appendix A to Blue Dolphin's  Registration
     Statement on Form S-4 (File NO. 333-75842) (the "Registration Statement")

     **Incorporated by reference from Exhibit 2.2 to the Registration Statement

                                       2



                                    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:    March 1, 2002


                                                     BLUE DOLPHIN ENERGY COMPANY


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








                                       3




                                INDEX TO EXHIBITS


EXHIBIT           DESCRIPTION OF EXHIBIT
- -------           ----------------------
 99.1             Press Release issued February 20, 2002












                                       4

EX-99.1

Exhibit 99.1

                                  NEWS RELEASE

FOR IMMEDIATE RELEASE                                          February 19, 2002


Houston,  Texas - Blue Dolphin Energy Company (NASDAQ Symbol: BDCO) and American
Resources Offshore, Inc. (OTC Symbol: GASS.OB)


              BLUE DOLPHIN AND AMERICAN RESOURCES CONSUMATE MERGER


Blue Dolphin Energy Company and American Resources Offshore, Inc. announced that
at a special  stockholders  meeting of American  Resources held today,  American
Resources'  stockholders  approved the  agreement  and plan of merger among Blue
Dolphin,  American  Resources  and a wholly owned  subsidiary  of Blue  Dolphin,
whereby American Resources became a wholly owned subsidiary of Blue Dolphin.  As
a result of the merger each issued and outstanding  share of American  Resources
common stock,  other than those shares held by Blue  Dolphin,  were canceled and
converted  into the right to  receive  either  .0362 of a share of Blue  Dolphin
common stock or $.06 in cash and each issued and  outstanding  share of American
Resources preferred stock, other than those held by Blue Dolphin,  were canceled
and converted  into the right to receive either .0301 of a share of Blue Dolphin
common stock or $.07 in cash, at the election of each holder. American Resources
stockholders  who did not make an election for either Blue Dolphin  common stock
or cash by February 18, 2002 will receive Blue Dolphin common stock.

Blue Dolphin Energy Company is engaged in the acquisition and exploration of oil
and gas  properties,  and the  gathering and  transportation  of natural gas and
condensate.  In addition,  the Company actively pursues midstream  projects with
long-term  revenue  potential such as the Sabine Seaport and Petroport  offshore
oil terminal  projects,  the New Avoca natural gas storage project and Drillmar,
Inc. and its  deepwater  semi-tender  assisted  drilling  and well  intervention
solution.  Questions should be directed to Haavard Strommen, Manager of Finance,
at  the  Company's  offices  in  Houston,  Texas,   713-227-7660.   For  further
information see our Home Page at http://www.blue-dolphin.com.

Certain of the  statements  included  in this  press  release,  which  express a
belief,  expectation or intention,  as well as those regarding  future financial
performance or results, or which are not historical facts, are "forward-looking"
statements as that term is defined in the Securities Act of 1933, as amended and
the Securities  Exchange Act of 1934, as amended.  The words  "expect",  "plan",
"believe",  "anticipate",  "project",  "estimate",  and similar  expressions are
intended  to  identify   forward-looking   statements.   These   forward-looking
statements  are  not  guarantees  of  future  performance  or  events  and  such
statements involve a number of risks,  uncertainties and assumptions,  including
but not limited to  industry  conditions,  prices of crude oil and natural  gas,
regulatory changes,  general economic conditions,  interest rates,  competition,
and  other  factors.  Should  one  or  more  of  these  risks  or  uncertainties
materialize or should the underlying assumptions prove incorrect, actual results
and outcomes may differ  materially from those indicated in the  forward-looking
statements.  Readers  are  cautioned  not  to  place  undue  reliance  on  these
forward-looking statements,  which speak only as of the date hereof. The Company
undertakes  no  obligation to republish  revised  forward-looking  statements to
reflect  events  or  circumstances  after  the date  hereof  or to  reflect  the
occurrence of unanticipated events.