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):
                     December 26, 2007 (December 19, 2007)


                           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) 227-7600
              (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.

     On December 19, 2007,  the Board of  Directors  of the  registrant  amended
Article II of the registrant's bylaws to allow shares of its capital stock to be
uncertificated. The amendments to the bylaws are in response to a requirement by
the NASDAQ  Stock  Market that all listed  securities  be eligible  for a direct
registration system by January 1, 2008.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit Number         Description of Exhibit
--------------         ----------------------
     3.1               Amended and Restated Bylaws






                                    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:    December 26, 2007

                                         Blue Dolphin Energy Company


                                         /s/ Gregory W. Starks
                                         ---------------------------------------
                                         Vice President, Treasurer and Secretary






                                INDEX TO EXHIBITS


Exhibit Number         (a) Description of Exhibit
--------------
     3.1               Amended and Restated Bylaws