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 2, 2009 (May 27, 2009)

                           Blue Dolphin Energy Company

             (Exact name of registrant as specified in its charter)


          Delaware                      0-15905                  73-1268729
(State or Other Jurisdiction    (Commission File Number)       (IRS Employer
      of Incorporation)                                      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 5.03.  Amendments to Articles of Incorporation or Bylaws;  Change in Fiscal
            Year.

     See Item 8.01 below.

Item 8.01. Other Events.

     On May 27, 2009,  the  registrant  amended and restated its  Certificate of
Incorporation  solely to  increase  the total  number of shares  authorized  for
issuance from  27,500,000  to  102,500,000,  increasing  the number of shares of
common  stock,  par value $0.01,  authorized  for issuance  from  25,000,000  to
100,000,000.  The amendment to the registrant's Certificate of Incorporation was
approved  by  the  registrant's  stockholders  at  the  annual  meeting  of  the
stockholders held on May 14, 2009.

Item 9.01. Financial Statements and Exhibits.

(d)      Exhibits.

Exhibit Number         Description of Exhibit
--------------         ----------------------
     3.1               Amended and Restated Certificate of Incorporation






                                    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 2, 2009

                                    Blue Dolphin Energy Company

                                    /s/ T. SCOTT HOWARD
                                    -----------------------------
                                    T. Scott Howard
                                    Treasurer and Assistant Secretary
                                    (Principal Financial and Accounting Officer)








                                INDEX TO EXHIBITS


Exhibit Number         Description of Exhibit
--------------         ----------------------
     3.1               Amended and Restated Certificate of Incorporation