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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to .
 Commission File No. 0-15905
 BLUE DOLPHIN ENERGY COMPANY
  Delaware
State or other jurisdiction 
of incorporation or organization
    
    73-1268729
(I.R.S. Employer
Identification No.)
 801 Travis Street, Suite 2100
Houston, Texas
(Address of principal executive offices)
    
    77002
(Zip Code)
 (713) 568-4725
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange on which registeredCommon Stock, par value $0.01 per share
    
    NASDAQ Capital Market
 Securities registered pursuant to Section 12(g) of the Act:
  o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller Reporting Company þ(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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BLUE DOLPHIN ENERGY COMPANY
FORM 10-K/A REPORT INDEX
  
 EXPLANATORY NOTE
    
    
    3PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    4ITEM 11. EXECUTIVE COMPENSATION
    
    
    8ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
    
    
    12ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
    
    
    13ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
    
    
    13PART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
    
    
    15SIGNATURES
    
    
    16EX-31.1EX-31.2EX-32.1EX-32.2
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EXPLANATORY NOTE
    3




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PART III
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Board Composition
   Name, Age, Principal Occupation and Specific Attributes
    
    Director SinceIvar Siem, 64, Chairman of the Board, Chief Executive
Officer, President, Assistant Treasurer and Secretary. Mr.
Siem has served as Chairman of the Board of the Company
since 1989 and was appointed as Chief Executive Officer in
2004. He was appointed to the additional positions of
President, Assistant Treasurer and Secretary in 2010.
Since 2000, he has also served as Chairman of the Board and
Chief Executive Officer of Drillmar Energy Inc., a
subsidiary of which filed for Chapter 11 bankruptcy
reorganization in November 2009. From 1995 to 2000, he
served as Chairman and director and interim President of DI
Industries, which later became Grey Wolf, Inc. From 1996 to
1997, Mr. Siem also served as Chief Executive Officer of
Seateam Technology ASA. From 1981 to 1995, Mr. Siem was an
international consultant to companies in the energy,
technology and finance industries. From 1974 to 1981, Mr.
Siem held a variety of progressively responsible management
positions within the Fred. Olsen group of companies,
including President of Dolphin International, Inc. until it
was sold in 1981. Mr. Siem began his career as a petroleum
engineer for Amoco Corporation. He currently serves or has
previously served on the Boards of Directors of several
public and privately-held companies, including Avenir ASA,
The Classical Theatre, Frupor SA, TI A/S, Siem Industries,
Inc. and two of its affiliates. Mr. Siem holds a Bachelor
of Science in Mechanical Engineering from the University of
California, Berkeley, and has completed an executive MBA
program at Amos Tuck School of Business, Dartmouth
University. As a result of these and other professional
experiences, Mr. Siem possesses particular knowledge and
experience in engineering, strategic planning, operations
and general management that strengthen the Boards
collective qualifications, skills and experience.
    
    
    1989Laurence N. Benz, 48, Director. Dr. Benz was elected as a
director of the Company in 2004. He is currently the
President / Chief Executive Officer of PT Development LLC,
a private equity firm with operating holdings in various
health care related companies. From 1987 to 2007, he
served as the President of Kentucky Orthopedic
Rehabilitation LLC, which he founded. From 1984 through
1989, he served as a Captain in the Army Medical
Specialists Corps of the United States Army. Dr. Benz is
the founder and organizer of multiple private companies
representing healthcare, banking, telecommunications, real
estate and consulting services. He also serves on the
Board for multiple private companies. Dr. Benz received a
Bachelor of Science in Biology from Bowling Green State
University, a Masters in Physical Therapy from Baylor
University, a Masters in Business Administration from Ohio
State University and a Doctorate in Physical Therapy from
MGH Institute of Health Professionals in Boston,
Massachusetts. As a result of these and other professional
experiences, Dr. Benz possesses particular knowledge and
experience in accounting, capital structure, finance and
strategic and tactical planning that strengthen the Boards
collective qualifications, skills and experience.
    
    
    2004
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Name, Age, Principal Occupation and Specific Attributes
    
    Director SinceJohn N. Goodpasture, 62, Director. Mr. Goodpasture was
appointed as a director of the Company in 2006. He
presently serves as Senior Vice President of Corporate
Development at Copano Energy, LLC, a Nasdaq listed,
mid-sized gathering and processing company. From 2001 to
2009, he served as Vice President of Corporate Development
for Texas Eastern Products Pipeline Company, L.L.C., the
general partner of TEPPCO Partners, L.P. In this role, Mr.
Goodpasture directed the acquisition and divestiture
activities for the partnership, and also had primary
commercial responsibility for the midstream business
segment. From 1999 to 2001, he was Vice President of
Business Development for Enron Transportation Services.
From 1980 to 1999, Mr. Goodpasture held various
executive-level positions with Seagull Energy Corporation,
including President of Seagull Pipeline & Marketing
Company. Previously he held a variety of management
positions at Union Carbide Corporation, where he began his
career in 1970. Mr. Goodpasture also serves on the Board of
End Hunger Network of Houston. He earned a Bachelor of
Science in Mechanical Engineering from Texas Tech
University in Lubbock, Texas. As a result of these and
other professional experiences, Mr. Goodpasture possesses
particular knowledge and experience in the oil and gas
industry in business development, capital structure and
mergers and acquisitions that strengthen the Boards
collective qualifications, skills and experience.
    
    
    2006Harris A. Kaffie, 61, Director. Mr. Kaffie has served as a
director of the Company since 1989. Mr. Kaffie is a
private investor with diverse investments and business
activities across such areas as energy, finance, venture
capital, real estate development, farming, ranching and
minerals. Since 1994, he has been associated with Kaffie
Brothers, a real estate, farming and ranching company,
where he serves as a partner. He also serves on the Board
of several privately held companies. Mr. Kaffie received a
Bachelor of Business Administration from Southern Methodist
University in 1972. As a result of these and other
professional experiences, Mr. Kaffie possesses particular
knowledge and experience in capital structure, business
development and strategic planning that strengthen the
Boards collective qualifications, skills and experience.
    
    
    1989Erik Ostbye, 59, Director. Mr. Ostbye was elected as a
director of the Company in 2006. Since 1983, Mr. Ostbye
has been associated with the Arne Blystad Group of
companies. He has served as President of Songa Shipping &
Trading Limited since January 2011, and President of
Chianti Asset Management LLC since 2007. From 2003 to
2007, Mr. Ostbye was Vice President of Finance of Sokana
Chartering. From 1988 to 2003, he served as Vice President
of Finance of Blystad Shipping (USA) Inc. From 1983 to
1988, he was Financial Manager of Arne Blystad AS. Mr.
Ostbye serves on the Board of several privately held
companies. He holds a Sivilokonom/MBA from the Norwegian
School of Management (BI). As a result of these and other
professional experiences, Mr. Ostbye possesses particular
knowledge and experience in accounting, capital structure
and finance that strengthen the Boards collective
qualifications, skills and experience.
    
    
    2006
 Executive Officers
  Name, Age and Principal Occupation
    
    Joined CompanyT. Scott Howard, 39, Treasurer and Assistant
Secretary. Mr. Howard was appointed as Treasurer of the
Company in 2009 and Assistant Secretary of the Company in
April 2008. He joined the Company as Accounting Manager in
2006. From 1996 to 2006 he held a variety of management
level positions: Audit Manager with DRDA, P.C., an
independent public accounting firm in Houston, Texas from
2002 to 2006, Trust Officer with Frost National Bank in
Houston, Texas from 2000 to 2002 and Controller for Halls
Insurance Agency, Inc. in Dickinson, Texas from 1996 to
2000. He began his career as a Staff Accountant for
Griffin, Iles, Masel & Duval, LLP, a public accounting
firm, where he was employed from 1994 to 1996. Mr. Howard,
who is a Certified Public Accountant in Texas, received his
Bachelor of Business Administration in Accounting from St.
Edwards University.
    
    
    2006
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Family Relationships between Directors and Officers
  Committees and Meetings of the Board
 Board
  Audit Committee
  Compensation Committee
  Nominating Committee
    6




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Corporate Governance
 Leadership Structure
  Risk Oversight
  Code of Conduct
   Code of Ethics
  7




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Communicating with Directors
  ITEM 11.
    
    EXECUTIVE COMPENSATION
 Executive Compensation Policy and Procedures
     8




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Compensation for Named Executives
   OptionName and Principal Position
    
    Year
    
    
    Salary
    
    
    Awards(2)
    
    
    TotalIvar Siem(1)Chairman of the Board, Chief Executive Officer,
    
    
    2010
    
    
    $
    100,000
    
    
    $
    
    
    
    $
    100,000President, Assistant Treasurer and Secretary
    
    
    2009
    
    
    $
    100,000
    
    
    $
    63,727
    
    
    $
    163,727T. Scott HowardTreasurer and Assistant Secretary
    
    
    2010
    
    
    $
    110,000
    
    
    $
    
    
    
    $
    110,0002009
    
    
    $
    110,000
    
    
    $
    
    
    
    $
    110,000
 
 (1)
    
    Mr. Siems salary is based on part-time employment with the Company in his capacity as
Chief Executive Officer.(2)
    
    Represents amounts recognized for financial statement purposes for the fiscal years ended
December 31, 2010 and 2009, in accordance with Financial Accounting Standards Board (FASB)
Accounting Standards Codification (ASC) Topic 718, Compensation- Stock Compensation.
Assumptions used in the calculation of these amounts are included in Footnote 5 (Stock
Options) to the Companys audited, consolidated financial statements for the fiscal years
ended December 31, 2010 and 2009, which, for 2010, are included in the Companys Original
Filing, and for 2009, are included in the Companys Annual Report on Form 10-K and Amendment
No. 1 on Form 10-K/A. Compensation Risk Assessment
   9




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Option AwardsNumber of
    
    
    Number ofSecurities
    
    
    SecuritiesUnderlying
    
    
    UnderlyingUnexercised
    
    
    Unexercised
    
    
    OptionOptions-
    
    
    Options-
    
    
    Exercise
    
    
    OptionName
    
    Exercisable
    
    
    Unexercisable
    
    
    Price
    
    
    Expiration DateIvar Siem
    
    
    14,285
    
    
    
    
    
    
    $
    19.67
    
    
    
    10/15/2013T. Scott Howard
    
    
    642
    
    
    
    
    
    
    $
    19.67
    
    
    
    10/15/2017
 Director Compensation Policy and Procedures
  Compensation for Non-Employee Directors
   10




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Fees Earnedor Paid in
    
    
    StockName
    
    Cash
    
    
    Awards(1)(2)
    
    
    TotalLaurence N. Benz
    
    $
    5,000
    
    
    $
    20,000
    
    
    $
    25,000John N. Goodpasture
    
    $
    
    
    
    $
    20,000
    
    
    $
    20,000Harris A. Kaffie
    
    $
    2,500
    
    
    $
    20,000
    
    
    $
    22,500Erik Ostbye
    
    $
    2,500
    
    
    $
    20,000
    
    
    $
    22,500
 
 (1)
    
    Represents amounts recognized for financial statement purposes for the fiscal years ended
December 31, 2010 and 2009, in accordance with FASB ASC Topic 718, Compensation- Stock
Compensation. Assumptions used in the calculation of these amounts are included in Footnote 5
(Stock Options) to the Companys audited, consolidated financial statements for the fiscal
years ended December 31, 2010 and 2009, which, for 2010, are included in the Companys
Original Filing, and for 2009, are included in the Companys Annual Report on Form 10-K and
Amendment No. 1 on Form 10-K/A.(2)
    
    At December 31, 2010, each non-employee director had total stock awards outstanding as
follows: Dr. Benz  27,701, Mr. Goodpasture  20,365, Mr. Kaffie  109,300 and Mr. Ostbye
 20,490.  11




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ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
 Security Ownership
  Shares Owned BeneficiallyName of Beneficial Owner
    
    Number
    
    
    Percent(1)Blue Sky Langsa Limited
    
    
    342,857
    
    
    
    16.2
    %Columbus Petroleum Limited, Inc.(2)
    
    
    130,244
    
    
    
    6.2
    %Harris A. Kaffie(3)
    
    
    126,758
    
    
    
    6.0
    %Ivar Siem(3)
    
    
    90,181
    
    
    
    4.3
    %Laurence N. Benz
    
    
    29,759
    
    
    
    1.4
    %Erik Ostbye
    
    
    22,548
    
    
    
    1.1
    %John N. Goodpasture
    
    
    22,423
    
    
    
    1.1
    %T. Scott Howard(3)
    
    
    642
    
    
    
    *Directors and Executive Officers as a Group (6 Persons)
    
    
    292,311
    
    
    
    13.8
    %
 
 *
    
    Less than 1%.(1)
    
    Based upon 2,113,182 shares of Common Stock issued and outstanding (2,086,746
shares of Common Stock issued and outstanding as of the May 13, 2011 and 26,436 shares
of Common Stock issuable upon exercise of options that may be exercised within 60 days
of May 13, 2011).(2)
    
    Based upon a Schedule 13D filed with the SEC on September 8, 2004, the address
of Columbus Petroleum Limited, Inc. was Aeulestrasse 74, FL-9490, Vaduz, Liechtenstein.(3)
    
    Includes shares of Common Stock issuable upon exercise of options that may be
exercised within 60 days of May 13, 2011 as follows: Mr. Kaffie  11,509; Mr. Siem 
14,285; Mr. Howard  642; and all directors and executive officers as a group 
26,436. Section 16(a) Beneficial Ownership Reporting Compliance
  12




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Equity Compensation Plan Information
  Number of SecuritiesRemaining Available forWeighted Average
    
    
    Future Issuance UnderNumber of Securities to be
    
    
    Exercise
    
    
    Equity CompensationIssued Upon Exercise of
    
    
    Price of Outstanding
    
    
    PlansOutstanding Options,
    
    
    Options, Warrants and
    
    
    (Excluding SecuritiesWarrants and Rights
    
    
    Rights
    
    
    Reflected in Column (a))Plan Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation plans approved by
security holders
    
    
    30,390
    
    
    $
    13.29
    
    
    
    30,390Equity compensation plans not approved
by security holders
    
    
    
    
    
    $
    0.00
    
    
    
    Total
    
    
    30,390
    
    
    $
    13.29
    
    
    
    30,390
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Director Independence
  ITEM 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES
  13




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2010
    
    
    2009Audit fees
    
    $
    163,271
    
    
    $
    163,000Audit-related fees
    
    
    
    
    
    
    12,000Tax fees
    
    
    18,318
    
    
    
    23,000All other fees
    
    
    10,323
    
    
    
    Total
    
    $
    191,912
    
    
    $
    198,000
   14




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PART IV
 ITEM 15.
    
    EXHIBITS, FINANCIAL STATEMENT SCHEDULES
  Exhibits
 No.
    
    Description31.1
    
    Ivar Siem Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to section 302 of the Sarbanes-Oxley Act of 2002 **31.2
    
    T. Scott Howard Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to section 302 of the Sarbanes-Oxley Act of 2002 **32.1
    
    Ivar Siem Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to section 906 of the Sarbanes-Oxley Act of 2002 **32.2
    
    T. Scott Howard Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to section 906 of the Sarbanes-Oxley Act of 2002 **
 
 **
    
    Filed herewith.  15




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SIGNATURES
  BLUE DOLPHIN ENERGY COMPANY
(Registrant)By:
    /s/ Ivar SiemIvar Siem(Chairman and CEO)Date:  May 13, 2011  Signature
    
    Title
    
    Date/s/ Ivar Siem
    
    Chairman, CEO, President,
    
    May 13, 2011Ivar Siem
    
    Assistant Treasurer and Secretary 
(Principal Executive Officer)/s/ T. Scott Howard
    
    Treasurer and Assistant Secretary
    
    May 13, 2011T. Scott Howard
    
    (Principal Financial and Accounting Officer)/s/ Laurence N. Benz
    
    Director
    
    May 13, 2011Laurence N. Benz/s/ John N. Goodpasture
    
    Director
    
    May 13, 2011John N. Goodpasture/s/ Harris A. Kaffie
    
    Director
    
    May 13, 2011Harris A. Kaffie/s/ Erik Ostbye
    
    Director
    
    May 13, 2011Erik Ostbye
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Exhibit Index
 No.
    
    Description31.1
    
    Ivar Siem Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to section 302 of the Sarbanes-Oxley Act of 2002 **31.2
    
    T. Scott Howard Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to section 302 of the Sarbanes-Oxley Act of 2002 **32.1
    
    Ivar Siem Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to section 906 of the Sarbanes-Oxley Act of 2002 **32.2
    
    T. Scott Howard Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to section 906 of the Sarbanes-Oxley Act of 2002 **
 
 **
    
    Filed herewith. 17