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 3, 2004 (October 29, 2004)


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



        Delaware                      0-15905                     73-1268729
(State of Incorporation)       (Commission File Number)         (IRS Employer 
                                                             Identification No.)

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

                                 (713) 227-7660
              (Registrant's telephone number, including area code)



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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Blue Dolphin Energy Company  ("Company")  issued a press release announcing that
the  Company and WBI  Pipeline & Storage  Group,  Inc.  ("WBI")  entered  into a
Purchase and Sale Agreement (the "Purchase and Sale Agreement") with SemGas,  LP
on October 29, 2004 for the sale of their  interests  in New Avoca Gas  Storage,
LLC ("New  Avoca").  The  Company,  held a 25% equity  interest  in, and was the
manager of, New Avoca, and WBI Pipeline & Storage Group, Inc., held a 75% equity
interest  in New  Avoca.  New Avoca was  formed to  complete  the  design and to
develop a natural gas storage  facility in Avoca, New York. The New Avoca assets
included:

         o        approximately  900 acres of land  located  south of  Rochester
                  near the town of Avoca, New York;
          o        pumps and a pipeline for fresh water;
         o        a pump house  containing  12 pumps (6,400 HP) for the solution
                  mining operation;
         o        7 cavern wells - 4,000 feet deep;
         o        6 brine disposal wells - 9,000 feet to 11,000 feet deep;
         o        a storage building with valves,  fittings,  and  miscellaneous
                  parts;
         o        electrical switch gear;
         o        solution mining equipment; and
         o        compressor foundations.

This  transaction  closed on  October  29,  2004.  Pursuant  to the terms of the
Purchase and Sale Agreement,  the Company  received $.9 million for its interest
in New Avoca,  and may  receive  an  additional  payment  of up to $.4  million,
subject to the  commencement  of commercial  operations from a storage cavern at
the New Avoca  natural  gas storage  facility  prior to October  29,  2011.  The
Company  expects to use the  proceeds  from this sale for  working  capital  and
general corporate purposes.

The above  description of the Purchase and Sale Agreement does not purport to be
complete  and is qualified in its entirety by reference to the Purchase and Sale
Agreement,  a copy of which is filed as exhibit 10.1 to this  Current  Report on
Form 8-K, and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

         (c)      Exhibits - none.

                  10.1     Purchase  And  Sale  Agreement  by and  between  Blue
                           Dolphin  Energy Company WBI Pipeline & Storage Group,
                           Inc. and SemGas LP, Dated October 29, 2004

                  99.1     Press Release dated November 1, 2004






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  3, 2004.

                                                     BLUE DOLPHIN ENERGY COMPANY


                                                      /s/ G. Brian Lloyd
                                                     ---------------------------
                                                     By:  G. Brian Lloyd
                                                     Vice President, Treasurer


















                                INDEX TO EXHIBITS



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

10.1          Purchase And Sale  Agreement  by and between  Blue Dolphin  Energy
              Company WBI  Pipeline & Storage  Group,  Inc. and SemGas LP, Dated
              October 29, 2004

99.1          Press Release dated November 1, 2004