SecProbe.io

June 4, 2014

Via E -mail
Mr. W. Russell Scheirman
President and Chief Operating Officer
VAALCO Energy, Inc.
4600 Post Oak Place, Suite 300
Houston, Texas 77027

Re: VAALCO Energy, Inc .
Registration Statement on Form S -3
Filed May  13, 2014
  File No. 333-195919

Dear Mr. Scheirman :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

 After reviewing any amendment to your registration statement and the information you
provide in response to these  comment s, we may have  additional comments.

Registration Statement on Form S -3

Exhibit 5.1

1. Please have counsel revise opinion 5 on page 4 to opine that the depositary shares will be
legally issued and will entitle their holders to the rights specified in the deposit agreement
and the depositary receipt. For guidance, refer to S ection II.B.1 .d. of Staff Legal Bulletin
No. 19 (Oct. 14, 2011).

W. Russell Scheirman
VAALCO Energy, Inc.
June 4, 2014
Page 2

 Closing Comments

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event  you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing ef fective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its f ull responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federa l
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those  requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.   Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please  contact Caroline Kim, Attorney -Adviser, at (202) 551 -3878 or Laura Nicholson,
Attorney -Adviser, at (202) 551 -3584  with any questions.

Sincerely,

 /s/H. Roger Schwall

 H. Roger Schwall
Assistant Director