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

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Act of 1934
(Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant

[ ] Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for the use of the
Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

BLUE DOLPHIN ENERGY COMPANY
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(Name of registrant as specified in its charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(1) and 0-11

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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
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(1) Amount Previously Paid:

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BLUE DOLPHIN ENERGY COMPANY
801 TRAVIS, SUITE 2100
HOUSTON, TEXAS 77002

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 19, 1999

To the Stockholders of
Blue Dolphin Energy Company:

You are cordially invited to attend the Annual Meeting of Stockholders
(the "Annual Meeting") of Blue Dolphin Energy Company (the "Company") to be held
in Houston, Texas, on May 19, 1999, at 10:00 a.m., Central Daylight Time, in the
Houston Center Club, 1100 Caroline, Houston, Texas, for the following purposes:

1. To elect four persons to serve as Directors of the Company to hold office
until the next annual meeting of stockholders or until their successors
are duly elected and qualified, or until their earlier resignation or
removal.

2. To transact such other business as may properly come before the Annual
Meeting, or any adjournment or postponement thereof.

Stockholders of record at the close of business on March 23, 1999, are entitled
to notice of, and to vote at, the Annual Meeting, or any adjournment or
postponement thereof.

Since many stockholders are not able to attend the Annual Meeting, the
Board of Directors solicits proxies so that those who cannot attend and who wish
their stock voted may do so. You are requested to sign, date and mail promptly
the enclosed proxy for which a stamped return envelope is provided.

For the Board of Directors

/s/ MICHAEL J. JACOBSON
MICHAEL J. JACOBSON,
President and Chief Executive Officer

Houston, Texas
April 12, 1999

WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE ANNUAL MEETING, YOU ARE URGED TO
SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY. IF YOU ATTEND THE ANNUAL
MEETING, YOU MAY VOTE EITHER IN PERSON OR BY YOUR PROXY.

BLUE DOLPHIN ENERGY COMPANY
801 TRAVIS, SUITE 2100
HOUSTON, TEXAS 77002

PROXY STATEMENT

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ANNUAL MEETING OF STOCKHOLDERS
MAY 19, 1999

----------------

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Blue Dolphin Energy Company, a
Delaware corporation (the "Company"), from holders of its Common Stock, $.01 par
value per share ("Common Stock") for use at the 1999 Annual Meeting of
Stockholders or at any adjournment or postponement thereof (such meeting and any
adjournment or postponement thereof is referred to herein as the "Annual
Meeting"). The Annual Meeting is to be held on May 19, 1999, at 10:00 a.m.,
Central Daylight Time, in the Houston Center Club, 1100 Caroline, Houston,
Texas, for the purpose of considering and voting upon the matters set forth in
the accompanying Notice of Annual Meeting of Stockholders (the "Notice").

A proxy in the form accompanying this Proxy Statement, when properly
executed and returned, will be voted in accordance with the directions specified
on the proxy. Any proxy that does not withhold authority to vote or on which no
instructions are given will be voted for the election of the nominees to the
Board of Directors named herein. Any proxy may be revoked at any time before it
is exercised by delivering to the Secretary of the Company written notice of
revocation, by duly executing a proxy bearing a later date, or by voting in
person at the Annual Meeting.

At the date of this Proxy Statement, management of the Company does not
know of any business to be presented at the Annual Meeting other than those
matters which are set forth in the Notice. If any other business should properly
come before the Annual Meeting, it is intended that the shares of Common Stock
represented by any of the proxies solicited hereby will be voted with respect to
such business in accordance with the judgment of the persons named in the proxy.

This Proxy Statement, and the accompanying Notice and form of proxy, are
being mailed to stockholders on or about April 14, 1999. The Annual Report to
Stockholders of the Company, for the year ended December 31, 1998, is being
mailed to stockholders contemporaneously with this Proxy Statement.

This solicitation of proxies is being made on behalf of the Company's
Board of Directors. Proxies will be solicited primarily by mail, but employees
of the Company may also solicit proxies in person or by telephone. Arrangements
may be made with brokerage houses or other custodians, nominees, and fiduciaries
to send proxy material to the beneficial owners of the Common Stock and the
Company will reimburse them for their reasonable expenses incurred in this
connection. All costs incurred in the solicitation of proxies on behalf of the
Company's Board of Directors will be borne by the Company.

VOTING

The Board of Directors has fixed the close of business on March 23, 1999,
as the record date (the "Record Date"), for the determination of stockholders
entitled to notice of, and to vote at, the Annual Meeting. A complete list of
stockholders entitled to vote at the Annual Meeting will be open for examination
by any stockholder during normal business hours for a period of ten days prior
to the Annual Meeting at the offices of the Company, 801 Travis, Suite 2100,
Houston, Texas. As of March 23, 1999, there were outstanding 4,504,627 shares of
Common Stock. Stockholders will be entitled to one vote per share of Common
Stock held of record on the Record Date on each matter presented at the Annual
Meeting. The holders of a majority of the total shares of Common Stock issued
and outstanding, whether present in person or represented by proxies, will
constitute a quorum for the transaction of business at the Annual Meeting.

ELECTION OF DIRECTORS

The Bylaws of the Company provide that the number of members of the Board
of Directors, currently four members, shall be determined by the Board of
Directors. The members of the Board of Directors serve one year terms. A
majority of the votes cast by the stockholders present and entitled to vote at
the Annual Meeting, in person or by proxy, is necessary for the election of
Directors. Accordingly, an abstention will have the same effect as a vote
against the nominees, but because shares held by brokers will not be considered
entitled to vote on matters as to which the brokers withhold authority, a broker
non-vote will have no effect on the vote results.

NOMINEES

Messrs. Michael S. Chadwick, Harris A. Kaffie, Daniel B. Porter and Ivar
Siem (the "Nominees") have been nominated by the Board of Directors to serve as
Directors until the next annual meeting of stockholders, or in each case, until
their successors have been duly elected and qualified, or until their earlier
resignation or removal. Each is currently a Director of the Company. It is
intended that all shares of Common Stock represented by the proxies will be
voted for the election of the Nominees, except where authority to vote for the
Nominees has been withheld. Each Nominee has consented to be nominated and has
expressed his intention to serve if elected. The Board of Directors has no
reason to believe that any of the Nominees will be unable or unwilling to serve
if elected. However, should any Nominee become unable or unwilling to serve as a
Director at the time of the Annual Meeting, the person or persons exercising the
proxies will vote for the election of a substitute nominee designated by the
Board of Directors. Pursuant to the Company's Bylaws, stockholder nominations
for election to the Board of Directors must be received by the Company at least
90 days prior to the anniversary date of the preceding year's annual meeting of
stockholders. The Company received no such nominations and as a result only the
Nominees or substitute nominees designated by the Board of Directors will be
eligible to stand for election as Directors at the Annual Meeting. See
"Nominations and Proposals by Stockholders for the 1999 Annual Meeting."

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
ELECTION OF THE NOMINEES.

DIRECTORS AND EXECUTIVE OFFICERS

The following table provides information with respect to the Nominees,
each of whom is currently a Director, and the executive officers of the Company.

POSITION
NAME AGE POSITION HELD SINCE
------ ----- -------- ----------
Ivar Siem 52 Chairman of the Board 1989
Michael S. Chadwick 47 Director 1992
Harris A. Kaffie 49 Director 1989
Daniel B. Porter 42 Director 1989
Michael J. Jacobson 52 President and Chief 1990
Executive Officer
Roland B. Keller 60 Executive Vice 1990
President
William D. Fisher 51 Executive Vice 1999
President
John P. Atwood 47 Vice President 1998
G. Brian Lloyd 40 Vice President, 1989
Treasurer and
Secretary

The following is a brief description of the background and principal
occupation of each Nominee and executive officer:

IVAR SIEM - Chairman of the Board of Directors - Mr. Siem is currently
a member of the Board of Directors of Avenir A/S, Siem Industries, Greywolf Inc.
and DSND ASA. Since 1995, he has served on the Board of Directors of Greywolf
Inc., during which time he served as Chairman from 1995 to 1998 and interim
President in 1995 during its restructuring. Since 1985, he has been an
international consultant in energy, technology and finance. He has served as a
Director of Business Development for Norwegian Petroleum Consultants and as an
independent consultant to the oil and gas exploration and production industry
based in London, England. Mr. Siem holds a Bachelor of Science Degree in
Mechanical Engineering from the University of California, Berkeley, and has
completed an executive MBA program at Amos Tuck School of Business, Dartmouth
University.

MICHAEL S. CHADWICK - Director - Mr. Chadwick has been engaged in the
commercial and investment banking business since 1975. From 1988 to July 1994,
Mr. Chadwick was President of Chadwick, Chambers & Associates, Inc., a private
merchant and investment banking firm in Houston, Texas, which he founded in
1988. In August 1994, Mr. Chadwick joined Sanders Morris Mundy, an investment
banking and financial advisory firm, as Senior Vice President and a Managing
Director in the Corporate Finance Department. Mr. Chadwick holds a Bachelor of
Arts Degree in Economics from the University of Texas at Austin and a Master of
Business Administration Degree from Southern Methodist University.

HARRIS A. KAFFIE - Director - Mr. Kaffie has been a partner in Kaffie
Brothers, a real estate, farming and ranching company, and has held this
position for more than five years. He currently serves as an Advisory Director
of NationsBank Corpus Christi, Director of KBK Capital Corporation and Director
of CCNG, Inc., the General Partner of Corpus Christi Natural Gas Company, L.P.,
a privately-held company which owns and operates natural gas pipelines and
processing facilities, and is engaged in the marketing of natural gas. From 1991
to March 1995, Mr. Kaffie was a principal and served as manager of Petroport,
L.C., which was acquired in March 1995 by the Company. Mr. Kaffie received a
Bachelor of Business Administration Degree from Southern Methodist University in
1972.

DANIEL B. PORTER - Director - Mr. Porter is the Chairman and Chief
Executive Officer of CCNG, Inc., a privately-held natural gas pipeline and
marketing company, and has held this position for more than five years . Mr.
Porter received a Bachelor of Science Degree in Marketing from the University of
Houston in 1979.

MICHAEL J. JACOBSON - President and Chief Executive Officer - Mr.
Jacobson has been associated with the energy industry since 1968, serving in
various senior management capacities since 1980. He served as Senior Vice
President and Chief Financial and Administrative Officer for Creole
International, Inc. and it's subsidiaries, international providers of
engineering and technical services to the energy sector, as well as Vice
President of Operations for the parent holding company, from 1985 until joining
the Company in January 1990. He has also served as Vice President and Chief
Financial Officer of Volvo Petroleum, Inc., and for certain Fred. Olsen oil and
gas interests. Mr. Jacobson began his career with Shell Oil Company, where he
served in various analytical and management capacities in the exploration and
production organization during the period 1968 through 1974. He has been a
member of several Boards of Directors, including Volvo Petroleum, Inc., W.L.
Somner Company, Inc., and Flagstaff Corporation. Mr. Jacobson holds a Bachelor
of Science Degree in Finance from the University of Colorado. Mr. Jacobson has
served as President and Chief Executive Officer of the Company since January
1990.

ROLAND B. KELLER - Executive Vice President - Exploration and
Development - Mr. Keller has been associated with the energy industry since
1962, serving in senior management capacities since 1976. Prior to joining the
Company in 1990, he served as Senior Vice President - Exploration for Sandefer
Oil and Gas Company, an independent oil and gas company from 1982. He served as
Vice President - Exploration and Production for Volvo Petroleum, Inc., from 1980
to 1982, and Vice President and Division Manager for Florida Exploration Co.,
from 1976 to 1980. Mr. Keller began his career with Amoco Production Co.,
serving in various technical and management capacities from 1962 through 1976.
Mr. Keller holds Bachelor of Science and Master of Science degrees in Geology
from the University of Florida. Mr. Keller has served as Executive Vice
President - Exploration and Development of the Company since September 1990.

WILLIAM D. FISHER - Executive Vice President - Pipelines - Mr. Fisher
has been associated with the energy industry since 1976. He served as Vice
President of Gas Sales for Coastal Oil and Gas Corporation from 1987 until
joining the Company in 1990. From October 1985 to 1987 he served as Director of
Market Development for United Texas Transmission Co. Mr. Fisher also served as a
Staff Attorney and senior Attorney, from August 1976 to October 1985, for United
Gas Pipeline Co., and as a law clerk to the Chief Justice of the United States
Court of Appeals, Fifth Circuit, from February 1975 to August 1976. Mr. Fisher
holds a Bachelor of Business Administration Degree from Texas Tech University
and a Juris Doctorate from South Texas College of Law. Mr. Fisher served as
Senior Vice President - Business Development of the Company from June 1990 until
his appointment as Executive Vice President - Pipelines of the Company in March
1999.

JOHN P. ATWOOD - Vice President, Finance and Corporate Development - Mr.
Atwood has been associated with the energy industry since 1974, serving in
various management capacities since 1981. He served as Senior Area Land Manager
for CSX Oil & Gas Corporation and Division Land Manager for Hamilton Brothers
Oil Company/Volvo Petroleum, Inc. He served in various land capacities for
Tenneco Oil Company from 1977 to 1981. Mr. Atwood is a Certified Professional
Landman and holds a Bachelor of Arts Degree from Oklahoma City University and a
Master of Business Administration Degree from Houston Baptist University. Mr.
Atwood served as Vice President of Land from 1991 until his appointment as Vice
President of Finance and Corporate Development in October 1998.

G. BRIAN LLOYD - Vice President, Treasurer and Secretary - Mr. Lloyd is a
Certified Public Accountant and has been employed by the Company since December
1985. Prior to joining the Company, he was an accountant for DeNovo Oil and Gas
Inc., an independent oil and gas company. Mr. Lloyd received a Bachelor of
Science Degree in Finance from Miami University, Oxford, Ohio in 1982 and
attended the University of Houston in 1983 and 1984. Mr. Lloyd has served as
Secretary of the Company since May 1989, Treasurer since September 1989 and Vice
President since March 1998.

There are no family relationships between any Nominee or executive
officer.

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

During 1998, the Board of Directors of the Company held four meetings.
Each Director attended at least 75% of the total number of meetings of the Board
of Directors and committees on which he served except Messrs. Chadwick and
Porter who attended 25% of the meetings of the Board of Directors. The Audit
Committee consisting of Messrs. Siem and Chadwick, met one time during the last
fiscal year. The Audit Committee's duties include overseeing the Company's
financial reporting and internal control functions. The Compensation Committee,
consisting of Messrs. Siem, Kaffie, Porter and Jacobson, did not meet during the
last fiscal year. The Compensation Committee's duties are to oversee and set
compensation policy and to administer the Company's stock option plan. The
Company does not have a nominating committee.

COMPENSATION OF DIRECTORS

Fees payable to non-employee members of the Board of Directors are $300
per meeting attended in person, and $100 per telephone meeting in which the
Director participated. No additional remuneration is paid to such Directors for
committee meetings attended, except that such Directors are entitled to be
reimbursed for accountable expenses.

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid to each of the
executive officers of the Company whose cash compensation exceeded $100,000 in
1998 for services rendered to the Company.

SUMMARY COMPENSATION TABLE*

Long-Term
Compensation
Awards
-------------
Annual Compensation Securities
Name and ------------------------- Underlying
Principal Position Year Salary Bonus Options (#)
--------------------- ------ --------- ------- -------------

Michael J. Jacobson 1998 $200,000 0 0
President and Chief 1997 $185,000 $7,000 10,000
Executive Officer 1996 $185,000 0 26,667

Roland B. Keller 1998 $140,000 0 0
Executive Vice 1997 $125,000 $5,700 8,333
President - Exploration 1996 $125,000 $2,404 8,333
and Development

William D. Fisher 1998 $140,000 0 0
Executive Vice 1997 $127,500 $5,600 6,667
President - Pipelines 1996 $127,500 $2,452 6,667

John P. Atwood (1)
Vice President of 1998 $105,000 0 0
Finance and Corporate 1997 $90,000 $3,900 3,335
Development 1996 $90,000 $1,731 3,000

____________

(1) Became an executive officer in October 1998.

* Excludes certain personal benefits, the aggregate value of which do not
exceed 10% of the Annual Compensation shown for each person.

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION VALUES

Value of Unexercised
Number of Unexercised In-the-Money Options
Options at Year End (#) at Year End (*)
Shares Acquired Value ------------------------------ -------------------------------
Name on Exercise (#) Realized Exercisable Unexercisable Exercisable Unexercisable
-------- ----------------- ---------- ------------- --------------- ------------- ---------------

Michael J. Jacobson 7,222 $ 0 16,111 22,778 $ 0 $ 1,527

Roland B. Keller 0 $ 0 10,555 13,890 $ 588 $ 0

William D. Fisher 0 $ 0 8,332 11,112 $ 470 $ 0

John P. Atwood 1,000 $ 0 3,001 6,223 $ 0 $ 424

__________________

* Based on the difference between the average of the closing bid and ask
prices on December 31, 1998 (the last trading day of 1998) and the exercise
price.

The Company's Stock Option Plans provide that, upon a change of control, the
Compensation Committee may accelerate the vesting of options, cancel options
and make payments in respect thereof in cash in accordance with the Stock
Option Plans, adjust the outstanding options as appropriate to reflect such
change of control, or provide that each option shall thereafter be exercisable
for the number and class of securities or property that the optionee would
have been entitled to had the option already been exercised. The Stock Option
Plans provide that a change of control occurs if any person, entity or group
acquires or gains ownership or control of more than 50% of the outstanding
Common Stock or, if after certain enumerated transactions, the persons who
were Directors before such transactions cease to constitute a majority of the
Board of Directors.

OWNERSHIP OF SECURITIES OF THE COMPANY

The following table sets forth, as of March 23, 1999, certain information
with respect to the beneficial ownership of shares of the Company's Common Stock
(the only class of voting security issued and outstanding) as to (i) all persons
known by the Company to be beneficial owners of 5% or more of the outstanding
shares of Common Stock, (ii) each Director and Nominee, (iii) each executive
officer named in the Summary Compensation Table, and (iv) all executive officers
and Directors, as a group. Unless otherwise indicated, each of the following
persons has sole voting and dispositive power with respect to such shares.

SHARES OWNED BENEFICIALLY
NAME OF ---------------------------------------
BENEFICIAL OWNER NUMBER PERCENT (1)
------------------ ----------- --------------
Colombus Petroleum
Limited, Inc. (2) 911,713 20.2

Ivar Siem (3) 399,195 8.8

Harris A. Kaffie (3) 568,031 12.6

Daniel B. Porter (3) 146,460 3.2

Michael S. Chadwick (3) 6,892 *

Michael J. Jacobson (3) 119,494 2.6

Roland B. Keller (3) 36,666 *

William D. Fisher (3) 9,899 *

John P. Atwood (3) 13,488 *

Executive Officers and
Directors, as a Group
(9 persons) (3) 1,310,964 29.1

________________

* Less than 1%

(1) Based upon 4,504,627 shares of Common Stock outstanding on March 23, 1999.

(2) The address of Colombus Petroleum Limited, Inc., is Aeulestrasse 74,
FL-9490, Vaduz, Liechtenstein.

(3) Includes shares of Common Stock issuable upon exercise of options that may
be exercised within 60 days of March 23, 1999 as follows: Mr. Siem -
11,111; Mr. Kaffie - 3,112; Mr. Porter - 1,780; Mr. Chadwick - 1,780; Mr.
Jacobson - 23,333; Mr. Keller - 10,555; Mr. Fisher - 8,332; Mr. Atwood -
4,001 and all directors and executive officers as a group - 67,116.

TRANSACTIONS WITH RELATED PERSONS

In July 1995, the Company entered into a contract with Columbus
Petroleum, Ltd., for provision of consulting services. The Company paid $71,250
in 1998 for services under such contract. The contract was terminated in October
1998. Mr. Siem, Chairman of the Board of Directors of the Company, is the
beneficial owner and principal of Columbus Petroleum, Ltd.

NOMINATIONS AND PROPOSALS BY STOCKHOLDERS
FOR THE 1999 ANNUAL MEETING

NOMINATIONS FOR THE YEAR 2000 ANNUAL MEETING. The Company's Certificate
of Incorporation provides that no person shall be eligible for nomination and
election as a Director unless written notice of such nomination is received from
a stockholder of record by the Secretary of the Company not less than 90
calendar days prior to the anniversary date of the immediately preceding annual
meeting of stockholders. Further, such written notice is to be accompanied by
the written consent of the nominee to serve, the name, age, business and
residence addresses, and principal occupation of the nominee, the number of
shares beneficially owned by the nominee, and any other information which would
be required to be furnished by law with respect to any nominee for election to
the Board of Directors. Stockholders who desire to nominate, at the year 2000
annual meeting of stockholders, persons to serve on the Board of Directors must
submit nominations to the Company, at its principal executive office, so that
such notice is received by the Company no later than February 18, 2000. In order
to avoid controversy as to the date on which any such nomination is received by
the Company, it is suggested that stockholders submit their nominations, if any,
by certified mail, return receipt requested.

PROPOSALS FOR THE YEAR 2000 ANNUAL MEETING. Stockholders who desire to
present proposals, other than notices of nomination for the election of
Directors, to Stockholders of the Company at the year 2000 annual meeting of
stockholders, and to have such proposals included in the Company's proxy
materials, must submit their proposals to the Company, at its principal
executive office, by December 13, 1999. In order to avoid controversy as to the
date on which any such proposal is received by the Company, it is suggested that
stockholders submit their proposals, if any, by certified mail, return receipt
requested.

RELATIONSHIP WITH
INDEPENDENT PUBLIC ACCOUNTANTS

KPMG L.L.P., independent public accountants, have been engaged by the
Company's Board of Directors as the principal accountants for the Company since
November, 1990. The Company expects that they will continue as principal
accountants. Representatives of KPMG L.L.P. are expected to be present at the
Annual Meeting, with the opportunity to make a statement if they desire to do
so, and to respond to questions.

OTHER BUSINESS

At the date of this Proxy Statement, the Board of Directors does not
know of any matter to be acted upon at the Annual Meeting other than those
matters described above and set forth in the Notice. If other business comes
before the Annual Meeting, the persons named on the proxy will vote the proxy in
accordance with their best judgment.

By Order of the Board of Directors

/s/ G. BRIAN LLOYD
G. Brian Lloyd
Vice President, Treasurer

Houston, Texas
April 12, 1999

REVOCABLE PROXY
BLUE DOLPHIN ENERGY COMPANY

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

Revoking any prior appointment, the undersigned hereby appoints Michael J.
Jacobson and G. Brian Lloyd, each of them, as Proxies, each with the power to
appoint his substitute, and hereby authorizes each of them to present and to
vote, as designated hereon, all shares of stock of Blue Dolphin Energy Company,
a Delaware corporation (the "Company"), held of record by the undersigned on
March 23, 1999 at the Annual Meeting of Stockholders or the Company to be held
May 19, 1999 at 10:00 A.M., central daylight time, at the Houston Center Club,
Top Level, First City Tower Parking Building, 1100 Caroline, Houston, Texas
77002, and at any adjournment or postponement thereof, with respect to the
number of shares the undersigned would be entitled to vote if personally
present.

Please be sure to sign and date
this proxy in the box below. Date _______________________________

Stockholder sign above Co-holder (if any) sign above

- --------------------------------------------------------------------------------

PROPOSAL 1. With- For All
The Election of Directors For hold Except

[ ] [ ] [ ]

IVAR SIEM, HARRIS A. KAFFIE, DANIEL B. PORTER, AND MICHAEL S. CHADWICK

INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.

- --------------------------------------------------------------------------------

PROPOSAL 2.
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

PLEASE CHECK BOX IF YOU PLAN TO [ ]
ATTEND THE MEETING

IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSAL 1.

The undersigned hereby acknowledges receipt of a copy of the Notice of Annual
Meeting and accompanying Proxy Statement dated April 12, 1999, relating to such
meeting.

Signature should conform to the name shown on the proxy card. Executors,
administrators, guardians, trustees, attorneys and officers signing for a
corporation should give their full title. When shares are held jointly, both
should sign.