EXHIBIT 2.2

                   AMENDMENT NO. 1 TO THE AMENDED AND RESTATED
                          AGREEMENT AND PLAN OF MERGER

         AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF
MERGER (this "Amendment No. 1"), dated as of January 15, 2002, by and among Blue
Dolphin Energy Company, a Delaware corporation ("BDCO"), BDCO Merger Sub, Inc.,
a Delaware corporation and a wholly owned subsidiary of BDCO ("Merger Sub"), and
American Resources Offshore, Inc., a Delaware corporation ("ARO"). Unless
otherwise indicated, capitalized terms used herein without definition shall have
the respective meanings set forth in the Merger Agreement (as defined below).

                              W I T N E S S E T H:

         WHEREAS, BDCO, Merger Sub and ARO are parties to that certain Amended
and Restated Agreement and Plan of Merger, dated as of December 19, 2001 (the
"Merger Agreement"); and

         WHEREAS, BDCO, Merger Sub and ARO desire to amend the Merger Agreement
as set forth in this Amendment No. 1;

         NOW, THEREFORE, in consideration of the agreements contained in this
Amendment No. 1, the parties agree as follows:

                  1. Section 1.8(b) of the Merger Agreement shall be deleted in
its entirety and the following substituted in place thereof:

         "(b) Conversion of Common Stock. At the Effective Time, each issued and
         outstanding share of Common Stock, other than Dissenting Shares (as
         defined in Section 1.12) that are owned by Dissenting Stockholders (as
         defined in Section 1.12) that have properly exercised appraisal rights
         pursuant to Section 262 of the DGCL and shares to be cancelled in
         accordance with Section 1.8(a), shall be converted into the right to
         receive, at the election of the holder thereof, one of the following
         (as adjusted pursuant to Section 1.11, the "Common Stock Merger
         Consideration"):

                  (i) for each share of Common Stock with respect to which an
                  election to receive shares of BDCO common stock, par value
                  $0.01 per share (the "BDCO Common Stock"), has been
                  effectively made, and not revoked or lost, pursuant to Section
                  1.10 (a "Common Share Election") and for each share with
                  respect to which a Common Share Election is deemed to have
                  been made pursuant to Section 1.10, the right to receive a
                  fraction of a share of BDCO Common Stock equal to the Common
                  Exchange Ratio (as defined below) (the "Common Stock
                  Consideration"); and


                  (ii) for each such share of Common Stock with respect to which
                  an election to receive Cash has been effectively made, and not
                  revoked or lost, pursuant to Section 1.10 (a "Common Cash
                  Election"), the right to receive $.06 in cash, without
                  interest, (the "Common Cash Consideration").

         All such shares of Common Stock shall no longer be outstanding and
         shall automatically be cancelled and retired and shall cease to exist,
         and each holder of a certificate representing any such shares of Common
         Stock shall cease to have any rights with respect thereto, except the
         right to receive the Merger Consideration (as defined in Section
         1.9(a)) upon surrender of such certificate in accordance with Section
         1.9. The "Common Exchange Ratio" shall be equal to the greater of
         either (A) .0276 or (B) .06 divided by the BDCO Share Price (as defined
         below). The "BDCO Share Price" shall be equal to the average of the per
         share sales price (excluding after-market trading) for BDCO Common
         Stock on the Small Cap Market System of the National Association of
         Securities Dealers Automated Quotation System as reported in the Wall
         Street Journal, calculated to two decimal places, for the ten (10)
         trading days immediately preceding the date on which the Proxy
         Statement is first mailed."

                  2. Except as herein modified, all other provisions of the
Merger Agreement shall be and remain in full force and effect.

                  3. This Amendment No. 1 may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to Agreement and Plan of Merger to be signed by their respective officers
thereunto duly authorized, all as of the date first written above.


                                               AMERICAN RESOURCES OFFSHORE, INC.


                                               By:  /s/ JOHN P. ATWOOD
                                                  ------------------------------
                                                    John P. Atwood
                                                    Vice President


                                               BLUE DOLPHIN ENERGY COMPANY


                                               By:  /s/ G. BRIAN LLOYD
                                                  ------------------------------
                                                    G. Brian Lloyd
                                                    Vice President and Treasurer


                                               BDCO MERGER SUB, INC.


                                               By:  /s/ G. BRIAN LLOYD
                                                  ------------------------------
                                                    G. Brian Lloyd
                                                    Vice President and Treasurer