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 29, 2012

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 5.02             Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Blue Dolphin Energy Company (the “Company”) announced that Thomas J. McReynolds, Jr., the Company’s Senior Vice President and Chief Financial Officer, has resigned from his positions with the Company, effective February 29, 2012.  Mr. McReynolds joined the Company in January of 2012 in preparation for the Company’s purchase of Lazarus Energy, LLC from Lazarus Energy Holdings, LLC (“LEH”).  Mr. McReynold’s decision to resign as the Company’s Senior Vice President and Chief Financial Officer was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Tommy Byrd, who has served as the Chief Financial Officer of LEH since 2006, will take over as the Company’s Chief Financial Officer and Principal Financial Officer on an interim basis until a permanent replacement can be found.

Item 9.01             Financial Statements and Exhibits

(d)   Exhibits.

99.1 Blue Dolphin Energy Company Press Release issued March 1, 2012.

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:   March 1, 2012

Blue Dolphin Energy Company

/s/Jonathan P. Carroll

Jonathan P. Carroll

Chief Executive Officer and President

(Principal Executive Officer)

Exhibit Index

99.1 Blue Dolphin Energy Company Press Release issued March 1, 2012.

EX-99.1

  BLUE DOLPHIN ENERGY COMPANY

PRESS RELEASE

FOR IMMEDIATE RELEASE

March 1, 2012

BLUE DOLPHIN ENERGY COMPANY ANNOUNCES

RESIGNATION OF SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

Houston, March 1 / PR Newswire / -- Blue Dolphin Energy Company (the “Company”) announced today that Thomas J. McReynolds, Jr., the Company’s Senior Vice President and Chief Financial Officer, has resigned from his positions with the Company, effective February 29, 2012.  Mr. McReynolds joined the Company in January of 2012 in preparation for the Company’s purchase of Lazarus Energy, LLC from Lazarus Energy Holdings, LLC (“LEH”).  

Tommy Byrd, who has served as the Chief Financial Officer of LEH since 2006, will take over as the Company’s Chief Financial Officer and Principal Financial Officer on an interim basis until a permanent replacement can be found.

Blue Dolphin Energy Company (OTCQX: BDCO) is engaged in the refining of petroleum products, as well as the gathering and transportation and the exploration and production of oil and natural gas. For additional company information, visit Blue Dolphin’s corporate website at http://www.blue-dolphin.com.

Contact:

Jonathan P. Carroll

Chief Executive Officer and President

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.  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, the Company’s ability to find a permanent Chief Financial Officer.  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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