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):
                      February 25, 2002 (February 15, 2002)


                           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)




                                (Not Applicable)
          (Former name or former address, if changed since last report)





ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

         Upon  the  recommendation  of  the  Registrant's  Audit  Committee,  on
February 15, 2002, the Registrant's  Board of Directors decided not to renew the
engagement of KPMG LLP ("KPMG") as the  Registrant's  principal  accountant  and
selected Mann  Frankfort  Stein & Lipp CPAs,  LLP ("Mann  Frankfort")  as KPMG's
replacement.

         In  connection  with the audits of the  Registrant's  two fiscal  years
ended December 31, 2000, and the subsequent  interim period through February 15,
2002,  there  were no  disagreements  with  KPMG  on any  matter  of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedures, which disagreements if not resolved to their satisfaction would have
caused them to make  reference in  connection  with their opinion to the subject
matter  of the  disagreement.  The  audit  reports  of KPMG on the  consolidated
financial  statements of the Registrant and subsidiaries as of and for the years
ended  December  31,  2000 and 1999  did not  contain  any  adverse  opinion  or
disclaimer of opinion,  nor were they  qualified or modified as to  uncertainty,
audit scope, or accounting principles, except as follows:

         KPMG's report on the Registrant's consolidated financial statements for
the years  ended  December  31,  2000 and 1999  contained  a separate  paragraph
stating that "As discussed in Note 1 to the consolidated  financial  statements,
effective  January 1, 1999,  the Company  changed its method of  accounting  for
costs of start-up activities.

         A letter from KPMG is attached as Exhibit 16.1 to this Form 8-K.

         During the two fiscal years ended  December 31, 2000 and the subsequent
interim  period prior to engaging Mann  Frankfort,  neither the  Registrant  nor
anyone on its behalf consulted with Mann Frankfort  regarding the application of
accounting principles to a specified transaction,  either completed or proposed;
or the  type of  audit  opinion  that  might  be  rendered  on the  Registrant's
financial statements,  and neither a written report nor oral advice was provided
to the Registrant by Mann Frankfort that was an important  factor  considered by
the  Registrant  in  reaching  a  decision  as to any  accounting,  auditing  or
financial reporting issue.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (c)      Exhibits

                  16.1     Letter from KPMG LLP dated February 25, 2002.



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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:    February 25, 2002


                                                     BLUE DOLPHIN ENERGY COMPANY


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


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                                INDEX TO EXHIBITS


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

 16.1             Letter from KPMG LLP dated February 25, 2002.




















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