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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 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
 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, 63, Chairman of the Board and Chief
Executive Officer. Mr. Siem has served as Chairman of the
Board of the Company since 1989 and was appointed as Chief
Executive Officer in 2004. 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, 47, 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, 61, Director. Mr. Goodpasture was
appointed as a director of the Company in 2006. 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 capacity, 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, 59, 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, 58, 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. Since 2007, he has served as President of
Chianti Asset Management LLC, from 2003 to 2007 he was Vice
President of Finance of Sokana Chartering, from 1988 to
2003 he served as Vice President of Finance of Blystad
Shipping (USA) Inc. and from 1983 to 1988 he was Financial
Manager of Arne Blystad AS. Following the sale of the
Blystad tanker operation to Eitzen Chemical USA in 2006,
Mr. Ostbye has continued his work for the Blystad Group of
companies as a U.S. representative. Mr. Ostbye also 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 CompanyThomas W. Heath, 47, President, Secretary and
Assistant Treasurer. Mr. Heath was appointed as President,
Secretary and Assistant Treasurer of the Company in 2009,
having previously served as Executive Vice President since
2007. From 2004 to 2007 he served as a Vice President of
Union Bank of California, N.A., an affiliate of Bank of
Tokyo-Mitsubishi UFJ, Ltd., where he developed and
implemented an energy derivatives desk supporting Energy
Capital Services. From 1988 to 2004 Mr. Heath held a
variety of management and executive level positions with
the evolving marketing units of Acadian Gas Pipeline
System, Shell Trading Gas & Power (formerly Coral Energy,
L.P.), Sempra Energy Trading Corp. and Tejas Gas
Corporation. Mr. Heath began his career in 1983 with
Columbia Gulf Transmission Company where he served in
various operational and commercial positions until 1988.
He is an alumnus of the University of Houston.
    
    
    2007
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Name, Age and Principal Occupation
    
    Joined CompanyT. Scott Howard, 38, 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
 Family Relationships between Directors and Officers
  Committees and Meetings of the Board
 Board
  Audit Committee
  Compensation Committee
  Nominating Committee
   6




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stockholders
 Corporate Governance
 Leadership Structure
  Risk Oversight
  Code of Conduct
   7




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Code of Ethics
  Communicating with the 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(3)
    
    
    TotalIvar Siem(1)Chairman of the Board and
    
    
    2009
    
    
    $
    100,000
    
    
    $
    63,727
    
    
    $
    163,727Chief Executive Officer
    
    
    2008
    
    
    $
    100,000
    
    
    $
    84,970
    
    
    $
    184,970Thomas W. Heath(2)President, Secretary and
    
    
    2009
    
    
    $
    175,000
    
    
    $
    161,280
    
    
    $
    336,280Assistant Treasurer
    
    
    2008
    
    
    $
    175,000
    
    
    $
    161,280
    
    
    $
    336,280T. Scott HowardTreasurer and
    
    
    2009
    
    
    $
    110,000
    
    
    $
    
    
    
    $
    110,000Assistant Secretary
    
    
    2008
    
    
    $
    107,500
    
    
    $
    
    
    
    $
    107,500
 
 (1)
    
    Mr. Siems salary is based on part-time employment with the Company in his capacity as Chief
Executive Officer.(2)
    
    Mr. Heath has a three year employment agreement with an annual base salary of $175,000. His
employment with the Company began May 1, 2007. Pursuant to the terms of a letter agreement
dated October 9, 2009, the initial term of his employment agreement was extended from three
years to four years.(3)
    
    Represents amounts recognized for financial statement purposes for the fiscal years ended
December 31, 2009 and 2008, in accordance with Statement of Financial Accounting Standards No.
123(R), Share Based Payments. Assumptions used in the calculation of these amounts are
included in Footnote 5 to the Companys audited, consolidated financial statements for the
fiscal years ended December 31, 2009, and December 31, 2008, which are included in the
Companys Original Filing and Annual Report on Form 10-K for the year ended December 31, 2008. Compensation Risk Assessment
  9




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Option AwardsNumber of
    
    
    Number ofSecurities
    
    
    SecuritiesUnderlying
    
    
    UnderlyingUnexercised
    
    
    Unexercised
    
    
    Option
    
    
    OptionOptions 
    
    
    Options 
    
    
    Exercise
    
    
    ExpirationName
    
    Exercisable
    
    
    Unexercisable
    
    
    Price
    
    
    DateIvar Siem
    
    
    8,000
    
    
    
    
    
    
    $
    6.00
    
    
    5/17/2010100,000
    
    
    
    
    
    
    $
    2.81
    
    
    10/15/2013Thomas W. Heath(1)
    
    
    132,000
    
    
    
    68,000
    
    
    $
    2.99
    
    
    5/31/2017T. Scott Howard
    
    
    4,500
    
    
    
    
    
    
    $
    2.81
    
    
    10/15/2017
 
 (1)
    
    Mr. Heaths unexercisable options vest 100% on May 1, 2010. Director Compensation Policy and Procedures
  Compensation for Non-Employee Directors
 additional additional
  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 year ended
December 31, 2009, in accordance with Statement of Financial Accounting Standards No. 123(R),
Share Based Payments. Assumptions used in the calculation of these amounts are included in
Footnote 5 to the Companys audited, consolidated financial statements for the fiscal year
ended December 31, 2009, which is included in the Original Filing.(2)
    
    At December 31, 2009, each non-employee director had total stock awards outstanding as
follows: Dr. Benz  79,487, Mr. Goodpasture  72,577, Mr. Kaffie  102,038 and Mr. Ostbye
 73,454.  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)Columbus Petroleum Limited, Inc.(2)
    
    
    911,712
    
    
    
    7.4
    %Spencer Finance Corp. and Arne Blystad(3)
    
    
    842,743
    
    
    
    6.8
    %Spencer Energy AS(3)
    
    
    586,743
    
    
    
    4.8
    %Harris A. Kaffie(4)
    
    
    899,315
    
    
    
    7.3
    %Ivar Siem(4)
    
    
    739,265
    
    
    
    6.0
    %Thomas W. Heath(4)
    
    
    320,000
    
    
    
    2.6
    %Laurence N. Benz
    
    
    136,748
    
    
    
    *Erik Ostbye
    
    
    86,275
    
    
    
    *John N. Goodpasture
    
    
    85,398
    
    
    
    *T. Scott Howard(4)
    
    
    4,500
    
    
    
    *Directors and Executive Officers as a Group (7 Persons)
    
    
    2,271,501
    
    
    
    18.4
    %
 
 *
    
    Less than 1%.(1)
    
    Based upon 12,324,322 shares of Common Stock issued and outstanding
(11,928,251 shares of Common Stock issued and outstanding as of the April 30, 2010 and
396,071 shares of Common Stock issuable upon exercise of options that may be exercised
within 60 days of April 30, 2010).(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)
    
    Based on a Schedule 13D filed with the SEC on April 9, 2007, Spencer Finance
Corp. and Arne Blystad jointly exercise voting and investment authority over the
shares owned by Spencer Finance Corp. Spencer Energy AS is a subsidiary of Spencer
Finance Corp., and as such, the 586,743 shares held by Spencer Energy AS are included
in the 842,743 shares controlled by Spencer Finance Corp. and Arne Blystad. The
principal business address for Spencer Finance Corp., Arne Blystad and Spencer Energy
AS was Haakon VII gt. 1, 0161 Oslo, Norway.(4)
    
    Includes shares of Common Stock issuable upon exercise of options that may be
exercised within 60 days of April 30, 2010 as follows: Mr. Kaffie  83,571; Mr. Siem
 108,000; Mr. Heath  200,000; Mr. Howard  4,500; and all directors and executive
officers as a group  396,071. Section 16(a) Beneficial Ownership Reporting Compliance
  12




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Compensation Plan Information
  Number of SecuritiesRemaining Available forNumber of Securities to
    
    
    Weighted Average
    
    
    Future Issuance Underbe Issued Upon Exercise
    
    
    Exercise Price of
    
    
    Equity Compensation Plansof Outstanding Options,
    
    
    Outstanding Options,
    
    
    (Excluding SecuritiesWarrants and Rights
    
    
    Warrants and Rights
    
    
    Reflected in Column (a))Plan Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation plans approved by
security holders
    
    
    424,559
    
    
    $
    2.53
    
    
    
    351,040Equity compensation plans not approved
by security holders
    
    
    
    
    
    $
    0.00
    
    
    
    Total
    
    
    424,559
    
    
    $
    2.53
    
    
    
    351,040
 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Director Independence
  
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
 fiscal
 2009
    
    
    2008Audit fees
    
    $
    163,000
    
    
    $
    128,000Audit-related fees
    
    
    12,000
    
    
    
    13,529Tax fees
    
    
    23,000
    
    
    
    21,288All other fees
    
    
    
    
    
    
    Total
    
    $
    198,000
    
    
    $
    162,817
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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:Date: April 30, 2010  Signature
    
    Title
    
    Date/s/ Ivar Siem
    
    Chairman and CEO
    
    April 30, 2010Ivar Siem
    
    (Principal Executive Officer)/s/ T. Scott Howard
    
    Treasurer and Assistant Secretary
    
    April 30, 2010T. Scott Howard
    
    (Principal Financial and Accounting Officer)/s/ Laurence N. Benz

Laurence N. Benz
    
    Director
    
    April 30, 2010/s/ John N. Goodpasture

John N. Goodpasture
    
    Director
    
    April 30, 2010/s/ Harris A. Kaffie

Harris A. Kaffie
    
    Director
    
    April 30, 2010/s/ Erik Ostbye

Erik Ostbye
    
    Director
    
    April 30, 2010
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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