Item 3.01. Notice of Failure to Satisfy a Continued Listing Rule or Standard.

On September 16, 2009, Blue Dolphin Energy Company ("Blue Dolphin") received a letter from The Nasdaq Stock Market indicating that for the preceding 30 consecutive trading days, the bid price of Blue Dolphin's common stock closed below the minimum $1.00 per share requirement for continued inclusion under Marketplace Rule 5550(a)(2). According to the letter, Blue Dolphin has until March 15, 2010 to regain compliance.

If Blue Dolphin cannot demonstrate compliance by March 15, 2010, The Nasdaq Stock Market staff will determine whether Blue Dolphin meets The Nasdaq Capital Market initial listing criteria as set forth in Marketplace Rule 5505. If Blue Dolphin meets the initial listing criteria, Blue Dolphin will be granted an additional 180 calendar day compliance period. If Blue Dolphin is not eligible for an additional compliance period, its securities will be delisted. Blue Dolphin may appeal this determination.