SecProbe.io

November 25 , 2015

Via E-mail
Eric J. Christ , Esq.
General Counsel and Corporate Secretary
VAALCO Energy, Inc.
9800 Richmond Avenue, Suite 700
Houston, Texas 77042

Re: VAALCO Energy,  Inc.
Preliminary Proxy Statement on Schedule 14A
Filed November  16, 2015
File No.  001-32167

Dear Mr. Christ :

We have reviewed your filing and have the following 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 filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and c ircumstances or do not believe an amendment is
appropriate, please  tell us why in your response.

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

Reasons to Rejec t the Group 42 -Blr Group Consent Proposals, page 2

1. We note statements that t he election of the Group 42 -BLR Group Nominees would not
provide the registrant ’s stockholders with any control premium.   Please revise these
statement s to note that control premi ums are not commonly associated with exercising a
right to nominate directors, but rather are referred to in connection with purchases of a
controlling interest in the capital stock of a company.  We do not believe it would be
appropriate to instead refer to any impact on the potential to receive a control premium in
future transactions, given that new directors should not be presumed to act inconsistently
with their fiduciary duties.

Eric J. Christ, Esq.
VAALCO Energy, Inc.
November 25, 2015
Page 2
 When will the consents become effective?, page 6

2. Please revise your disclosure to explain why the election proposal is subject to the
adoption of the vacancy  proposal.  The current bylaws do not appear to restrict the ability
of security holders to elect  directors in this circumstance, but rather appear to merely
permit directors to do so.

Cost and Method, page 12

3. Please s tate the approximate number of employees of the proxy solicitor who will solicit
security holders

Form of Consent  Revocation Card

4. Please m ark the form of consent  revocation card  “Preliminary  Copy.”

5. Please add “abstain” boxes  for each proposal other than Proposal 5 .

6. In the instructions to Proposal 2, please clarify how a security holder  can indicate a wish
to remove future directors , whose names might not be known at the time a consent  is
executed .

We urge all persons who are responsible for the accuracy and adequacy of t he disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicab le Exchange Act rules require.  Since the company and its management  are
in possession of all facts relating to their disclosure, they are responsible for the accuracy and
adequacy of t he disclosures they have made.

In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy  of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any p roceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

Eric J. Christ, Esq.
VAALCO Energy, Inc.
November 25, 2015
Page 3
 You may contact me at (202) 551 -3503 if you have any questions regarding our
comments .

Sincerely,

/s/ David L. Orlic

David L. Orlic
Special Counsel
Office of Mergers and Acquisitions

cc: Via E-mail
Kai H. Liekefett , Esq.
Vinson & Elkins LLP