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):

February 8, 2013

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 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Blue Dolphin Energy Company, a Delaware corporation (“Blue Dolphin,” “we,” “us” and “our”), received a notice from theOTC MarketsGroup Inc. (the “OTC Markets”) dated January 28, 2013, notifying us that we were out of compliance with Section 3.1(g) of OTCQX Rules for U.S. Companies, which requires payment of an annual fee for each year in which our common stock is traded on the OTCQX.  As of the date of filing of this report, we are in compliance with the OTCQX Rules.

Item 8.01Other Events.

On February 4, 2013, we issued a press release announcing that our Board of Directors (the "Board") had formed a special committee comprised of three independent directors to conduct a strategic review of the feasibility of optimizing value for stockholders by converting Blue Dolphin from a publicly traded corporation to a publicly traded master limited partnership.  The special committee, upon completion of its review, will make its recommendation to the Board.

Item 9.01 Financial Statements and Exhibits.

(d)   Exhibits.

99.1 Blue Dolphin Energy Company Press Release Issued February 4, 2013.

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:  February 8, 2013

BLUE DOLPHIN ENERGY COMPANY
By:	/s/ JONATHAN P. CARROLL
	Jonathan P. Carroll
	Chief Executive Officer, President and Secretary (Principal Executive Officer)

Exhibit Index

99.1 Blue Dolphin Energy Company Press Release Issued February 4, 2013.

EX-99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE

February 4, 2013

BLUE DOLPHIN ANNOUNCES FORMATION OF SPECIAL COMMITTEE OF BOARD OF DIRECTORS

Houston, February 4 / PR Newswire / -- Blue Dolphin Energy Company (OTCQX: BDCO) ("Blue Dolphin" or the “Company”), today announced that its Board of Directors (the “Board”) has formed a special committee comprised of three independent directors to conduct a strategic review of the feasibility of optimizing value for stockholders by converting Blue Dolphin from a publicly traded corporation to a publicly traded master limited partnership.  The special committee, upon completion of its review, will make its recommendation to the Board.

No decisions have been made by the special committee with respect to the conversion of Blue Dolphin to a master limited partnership. There is no assurance that the review will result in the proposal or completion of any conversion of Blue Dolphin.  Blue Dolphin does not expect to update the market with any further information on the process unless and until disclosure is deemed appropriate.

Jonathan Carroll, Blue Dolphin’s President and Chief Executive Officer, stated, “While the special committee explores the feasibility of converting from a publicly traded corporation to a publicly traded MLP, we will continue to implement our strategy and work to create value for our stockholders.”

About Blue Dolphin

Blue Dolphin Energy Company (OTCQX: BDCO) is primarily engaged in crude oil and condensate processing in the Eagle Ford Shale.  The company also gathers and transports oil and natural gas, as well as has leaseholds interests in oil and gas properties. For additional company information, visit Blue Dolphin's corporate website at http://www.blue-dolphin-energy.com.

Contact:

Jonathan P. Carroll

Chief Executive Officer and President

713-568-4725

Forward-Looking Statements:  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.  These forward-looking statements are not guarantees of future performance or events and such statements involve a number of risks, uncertainties and assumptions.  These include the uncertainties set forth in this press release regarding whether a reorganization of the Company will be consummated. Further information and risks regarding factors that could affect the Company’s business, operations, financial results or financial positions are discussed from time to time in its Securities and Exchange Commission filings and reports.  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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