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 AND EXCHANGE ACT OF 1934


                Date of report (date of earliest event reported)
                      November 17, 2006 (November 13, 2006)

                           Blue Dolphin Energy Company
             (Exact name of registrant as specified in its charter)



           Delaware                        0-15905                73-1268729
(State or other jurisdiction of   (Commission file number)    (I.R.S. Employer
 Incorporation or organization)                              Identification No.)


                  801 Travis, Suite 2100, Houston, Texas 77002
                    (Address of principal executive offices)


                                 (713) 227-7660
                          (Issuer's telephone number)

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:

     |_|  Written  communication  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

     On November 6, 2006,  the Board of Directors of Blue Dolphin Energy Company
(the  "Company")  approved the Company's entry into  Indemnification  Agreements
with members of the Board of Directors  and  executive  officers of the Company,
providing  for  indemnification  of such  directors  and  employees  in  certain
circumstances.  The  Indemnification  Agreement  does not increase the extent or
scope of indemnification  provided to directors and executive officers under the
Company's  Amended and  Restated  Certificate  of  Incorporation  or Amended and
Restated  Bylaws.  Under the  Indemnification  Agreements,  the Company  will be
obligated  to  indemnify   each  director  and  executive   officer  in  certain
circumstances and upon certain conditions against expenses, judgments, fines and
settlement  amounts  incurred  by  such  director  or  executive  officer.   The
Indemnification  Agreements  also  establish  procedures  and  other  agreements
pertaining to such obligations of the Company and includes other provisions that
the  Company   believes  are  customary.   The  foregoing   description  of  the
Indemnification  Agreements  is  qualified  in its  entirety by reference to the
complete  text of the  form of  Indemnification  Agreement,  a copy of  which is
attached as Exhibit 99.1 to this report.

     Although the Board  approved the Company's  entry into the  Indemnification
Agreements with all members of the Board of Directors,  the Company entered into
an  Indemnification  Agreement only with F. Gardner Parker on November 13, 2006.
The  Company  may  from  time  to time  enter  into  additional  Indemnification
Agreements with existing and future directors and executive officers.

     Effective  November 14, 2006,  Mr.  Parker  tendered his  resignation  as a
member of the board of directors of the Company. The resignation was not related
to any disagreement  between Mr. Parker and the Company.  In connection with Mr.
Parker's  resignation,  the  Company  and Mr.  Parker  entered  into a  Director
Separation Agreement (the "Separation Agreement"),  pursuant to which Mr. Parker
will  receive  $9,000.00  in payment  of  director  fees he would have  received
through the Company's  annual meeting in May 2007. The foregoing  description of
the  Separation  Agreement  is  qualified  in its  entirety by  reference to the
complete text of the Separation  Agreement,  a copy of which is filed as Exhibit
99.2 to this report.


     ITEM 9.01       FINANCIAL STATEMENTS AND EXHIBITS

          (c)        Exhibits

                     99.1     Form of Indemnification Agreement.

                     99.2     Separation Agreement





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                                    SIGNATURE



     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

Date:   November 17, 2006.

                                            BLUE DOLPHIN ENERGY COMPANY

                                            /s/ Gregory W. Starks
                                            ------------------------------------
                                            By:  Gregory W. Starks
                                            Vice President, Treasurer, Secretary




















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                                INDEX TO EXHIBITS


Exhibit       Description of Exhibit
-------       ----------------------

99.1          Form of Indemnification Agreement.

99.2          Separation Agreement




















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