UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      June 14, 2006

Mr. Michael J. Jacobson
Blue Dolphin Energy Company
801 Travis, Suite 2100
Houston, Texas 77002



      Re:	Blue Dolphin Energy Company
		Registration Statement on Form S-3
      Filed May 15, 2006
		File No. 333-134151

		Form 10-QSB for the quarterly period ended March 31,
2006
		Filed May 15, 2006
		File No. 000-15905

Dear Mr. Jacobson:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.







Form S-3 filed May 15, 2006

Selling Stockholders, page 11

1. Identify as underwriters all selling stockholders who are
registered broker-dealers, unless any such registered broker-
dealers
received the shares as compensation for investment banking
services.
Identify as underwriters all affiliates of registered broker-
dealers
that are listed as selling stockholders unless you can confirm to
us
that each (1) purchased its securities in the ordinary course of
business and (2) at the time of purchase, had no agreements or
understandings, directly or indirectly, with any party to
distribute
the securities.

Plan of Distribution, page 13

2. We note that the selling stockholders may engage in short sales
of
your common stock.  Please see Corporation Finance Telephone
Interpretation A.65 in that regard.

Form 10-KSB for the fiscal year ended December 31, 2005

Controls and Procedures, page 59

3. We note your disclosure that "[o]ther than the changes
discussed
above, there have been no changes made in our internal control
over
financial reporting that materially affected, or is reasonably
likely
to materially affect, the internal control over financial
reporting,
during the period covered by this report."  Please ensure that you
avoid language similar to that quoted above in future filings.
When
applicable, you must state clearly that there were changes in your
internal control over financial reporting that occurred during the
relevant quarter that have materially affected, or are reasonably
likely to materially affect, your internal control over financial
reporting.

Form 10-QSB for the quarterly period ended March 31, 2006

Controls and Procedures, page 21

4. We note your disclosure that your "the Chief Executive Officer
and
Principal Accounting and Financial Officer concluded that [y]our
disclosure controls and procedures were effective to ensure that
information required to be disclosed by us in reports that we file
or
submit under the Exchange Act, are recorded, processed, summarized
and
reported within the time periods specified in the SEC`s rules and
forms."  Revise to clarify, if true, that your officers concluded
that
your disclosure controls and procedures are also effective to
ensure
that information required to be disclosed in the reports that you
file
or submit under the Exchange Act is accumulated and communicated
to
your management, including your chief executive officer and chief
financial officer, to allow timely decisions regarding required
disclosure.  See Exchange Act Rule 13a-15(e).

5. Provide the disclosure required by Item 308(c) of Regulation S-
B.

* * * * *
Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Carmen Moncada-Terry at (202) 551-3687 or, in
her
absence, the undersigned, at (202) 551-3685 with any other
questions.


      					Sincerely,



      					Tangela Richter
      Branch Chief


cc: 	VIA FACSIMILE
	Nick D. Nicholas
      Porter & Hedges LLP
      713-226-6237
Mr. Michael J. Jacobson
Blue Dolphin Energy Company
June 14, 2006
Page 4