8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

June 3, 2011

Blue Dolphin Energy Company

(Exact name of registrant as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation) 0-15905 (Commission File Number) 73-1268729 (IRS Employer 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 Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On May 27, 2011, Blue Dolphin Energy Company (the “Company”) received a letter from The Nasdaq Stock Market (“Nasdaq”) notifying the Company that its common stock no longer met requirements set forth under Nasdaq Marketplace Rule 5550(b), which requires listed securities to maintain a minimum of $2.5 million in stockholders’ equity for continued listing.  The Company submitted a plan to regain compliance with the stockholders’ equity requirement to a Nasdaq Hearings Panel (the “Panel”) on May 31, 2011.

Item 9.01       Financial Statements and Exhibits.

(c)   Exhibits

99.1 Blue Dolphin Energy Company Press Release Issued June 3, 2011.

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:           June 3, 2011

Blue Dolphin Energy Company

/s/ T. SCOTT HOWARD

T. Scott Howard

Treasurer and Assistant Secretary

(Principal Financial and Accounting Officer)

INDEX TO EXHIBITS

EXHIBIT	DESCRIPTION OF EXHIBIT
99.1	BLUE DOLPHIN ENERGY COMPANY PRESS RELEASE ISSUED JUNE 3, 2011.

EX-99.1

  BLUE DOLPHIN ENERGY COMPANY

PRESS RELEASE

FOR IMMEDIATE RELEASE

June 3, 2011

BLUE DOLPHIN RECEIVES NASDAQ DEFICIENCY LETTER

RELATED TO STOCKHOLDERS’ EQUITY

Houston, June 3 / PRNewswire / -- Blue Dolphin Energy Company (NASDAQ: BDCO) (“Blue Dolphin” or the “Company”), an independent oil and gas company with operations in the U.S. Gulf of Mexico and the North Sumatra Basin in offshore Indonesia, announced today that on May 27, 2011, the Company was notified by the Nasdaq’s Listing Qualifications Department that its stockholders’ equity had fallen below the minimum requirement for continued listing as set forth in Marketplace Rule 5550(b).  Blue Dolphin submitted a plan to regain compliance to a NASDAQ Hearings Panel on May 31, 2011.

Blue Dolphin Energy Company is engaged in the gathering and transportation, as well as the exploration and production, of oil and natural gas in the U.S. Gulf of Mexico and the North Sumatra Basin in offshore Indonesia. For further information visit the Company’s website at http://www.blue-dolphin.com.

Contact:

T. Scott Howard

Treasurer

713-568-4725

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 our ability to continue as a going concern; collectability of a $2.0 million loan receivable, net of credited and recovered amounts; our ability to complete a business combination with one or more target businesses; our ability to secure additional working capital to fund operations; our ability to monetize our pipeline assets; our ability to improve pipeline utilization levels; performance of third party operators for properties where we have an interest; production from oil and gas properties that we have interests in; volatility of oil and natural gas prices; uncertainties in the estimation of proved reserves, in the projection of future rates of production, the timing of development expenditures and the amount and timing of property abandonment; costly changes in environmental and other government regulations for which Blue Dolphin is subject; adverse changes in the global financial markets; and potential delisting of Blue Dolphin’s common stock by NASDAQ due to non-compliance with NASDAQ listing requirements.  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.

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