Exhibit 31.2
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CERTIFICATION BY G. BRIAN LLOYD PURSUANT TO SECURITIES EXCHANGE ACT RULE 13a-14

     I, G. Brian Lloyd, certify that:

1.   I have reviewed  this annual  report on Form 10-KSB of Blue Dolphin  Energy
     Company (the "Registrant").

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the Registrant as of, and for, the periods presented in this annual report;

4.   The  Registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15e and 15d-15e) for the Registrant and we have:

     a)  Designed  such  disclosure  controls  and  procedures,  or caused  such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material information relating to the Registrant,  including its
     consolidated  subsidiaries,  is made  known to us by  others  within  those
     entities,  particularly  during the period in which this  annual  report is
     being prepared;

     b) [paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986];

     c) Evaluated the effectiveness of the Registrant's  disclosure controls and
     procedures  and presented in this annual report our  conclusions  about the
     effectiveness of the disclosure  controls and procedures,  as of the end of
     the period covered by this annual report (based on such evaluation); and

     d) Disclosed in this report any change in the Registrant's internal control
     over financial  reporting that occurred during the Registrant's most recent
     fiscal  year  that has  materially  affected,  or is  reasonably  likely to
     materially affect,  Registrant's internal control over financial reporting;
     and

5.   The Registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the Registrant's auditors and the audit committee of the Registrant's board
     of directors:

     (a) all significant  deficiencies and material  weaknesses in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely  affect the  Registrant's  ability to record,  process,
     summarize and report financial information; and

     (b) any fraud,  whether or not material,  that involves management or other
     employees who have a significant role in the Registrant's  internal control
     over financial reporting.



Date:  March 30, 2004

/s/ G. Brian Lloyd
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G. Brian Lloyd
Vice President, Treasurer (Principal Accounting Officer)