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PORTER & HEDGES, LLP
ATTORNEYS AND COUNSELORS AT LAW
1000 MAIN STREET, 36TH FLOOR
HOUSTON, TEXAS 77002-6336
BRYAN K. BROWN
PARTNER --------------------------------------
Tel. Direct (713) 226-6691 MAILING ADDRESS:
Fax Direct (713) 226-6291 TELECOPIER (713) 228-1331 P.O. BOX 4744
BBROWN@PORTERHEDGES.COM TELEPHONE (713) 226-6000 HOUSTON, TX 77210-4744
July 27, 2006
005708/0012
Ms. Carmen Moncada-Terry
Attorney- Examiner
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Blue Dolphin Energy Company
Registration Statement on Form S-3
Filed May 15, 2006, as amended on July 12, 2006
File No. 333-134156
Dear Ms. Moncada-Terry:
This letter is in response to your oral comment of July 24, 2006 relating
to the filing of Blue Dolphin Energy Company (the "Company") referred to above.
We are also sending to you, by courier, a copy of Amendment No. 2 to the
Registration Statement, marked to show changes from the prior filings.
The Company has responded to your oral comment by revising the "Selling
Stockholders" table to reflect which of the selling stockholders are
broker-dealers or are affiliates of broker-dealers.
When you gave your oral comment, you had indicated that this would be the
final comment and that you would be able to take the Registration Statement
effective shortly thereafter. As such, the Company hereby requests acceleration
of effectiveness of the Registration Statement to 12:00 p.m., Eastern Standard
Time, on July 31, 2006, or as soon as practicable thereafter.
The Company acknowledges that:
o should the Commission or the staff, acting pursuant to delegated
authority, declare the Registration Statement effective, it will not
foreclose the Commission from taking any action with respect to the
filing;
o neither the Commission nor the staff, acting pursuant to delegated
authority, in declaring the Registration Statement effective,
relieves the Company from its full responsibility for the adequacy
and accuracy of the disclosure in the Registration Statement; and,
o it may not assert Staff comments or the declaration of effectiveness
of the Registration Statement as a defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
Please do not hesitate to call the undersigned at 713-226-6691 with any
questions or additional comments you may have.
Very truly yours,
/s/ Bryan K. Brown
Bryan K. Brown
cc: Nick D. Nicholas
Gregory W. Starks
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