SecProbe.io

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 September 8, 2025

Ron Bain
Chief Financial Officer
VAALCO Energy, Inc.
2500 CityWest Blvd., Suite 400
Houston, Texas 77042

 Re: VAALCO Energy, Inc.
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed March 17, 2025
 File No. 001-32167
Dear Ron Bain:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
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 Document HUNTON ANDREWS KURTH LLP 600 TRAVIS, SUITE 4200 HOUSTON, TEXAS 77002-2929 TEL    713 • 220 • 4200 FAX    713 • 220 • 4285        September 2, 2025 Office of Energy & Transportation U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re:    VAALCO Energy, Inc. Form 10-K for the Fiscal Year ended December 31, 2024 Filed March 17, 2025 File No. 001-32167 Ladies and Gentlemen: On behalf of our client, VAALCO Energy, Inc., a company organized and existing under the laws of the State of Delaware (the “Company”), set forth below is the response of the Company to an additional comment received from the staff of the Division of Corporation Finance, (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) by letter dated August 25, 2025, with respect to the Company’s Form 10-K for the Fiscal Year ended December 31, 2024 (File No. 001-32167) (the “Form 10-K”), submitted to the Commission on March 17, 2025. For your convenience, the response is prefaced by the exact text of the Staff’s comment in bold, italicized text. ATLANTA AUSTIN BANGKOK BEIJING BOSTON BRUSSELS CHARLOTTE DALLAS DUBAI HOUSTON LONDON LOS ANGELES MIAMI NEW YORK RICHMOND SAN FRANCISCO TOKYO TYSONS WASHINGTON, DC www.Hunton.com September 2, 2025 Page 2 Form 10-K for the Fiscal Year ended December 31, 2024 General 1. We note that in your responses to prior comments 1, 4, 5 and 6, you identify various inadvertent errors in disclosures relating to the reconciliation of total proved reserves, and the reconciliation of the standardized measure for the years ending December 31, 2024 and 2023. You indicate that while you consider the errors to be immaterial, you will nevertheless “clarify disclosures in future filings,” which we understand to mean that you will correct the disclosures in your next annual report on Form 10-K. Please confirm that we have properly understood your intentions in this regard, i.e. that you will prospectively revise the reconciliations showing the changes in total proved reserves and the standardized measure to correct the errors identified in your response letter, including the changes to total proved reserves and the standardized measure for the year ended December 31, 2023. RESPONSE : The Company confirms that the Commission has properly understood our intentions to prospectively revise the reconciliations showing certain line-item changes in the reconciliations for total proved reserves and the standardized measure in our Annual Report on Form 10-K for the year ended December 31, 2025 to correct the inadvertent mischaracterizations identified in the Company’s initial response letter to the Staff, dated August 15, 2025, including certain line-item changes to the reconciliations for total proved reserves and the standardized measure for the year ended December 31, 2023. * * * * * September 2, 2025 Page 3      On behalf of the Company, we appreciate your attention to this matter. If you have any questions or if any supplemental information is required by the Staff, please do not hesitate to contact me at (713) 220-4349 or jordanhirsch@Hunton.com. Very truly yours, /s/ Jordan Hirsch Jordan Hirsch cc: Ron Bain, Chief Financial Officer Matthew Powers, EVP and General Counsel

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 August 25, 2025

Ron Bain
Chief Financial Officer
VAALCO Energy, Inc.
2500 CityWest Blvd., Suite 400
Houston, Texas 77042

 Re: VAALCO Energy, Inc.
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed March 17, 2025
 File No. 001-32167
Dear Ron Bain:

 We have reviewed your August 15, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our July 18,
2025 letter.

Form 10-K for the Fiscal Year ended December 31, 2024
General

1. We note that in your responses to prior comments 1, 4, 5 and 6, you
identify various
 inadvertent errors in disclosures relating to the reconciliation of
total proved reserves,
 and the reconciliation of the standardized measure for the years ending
December 31,
 2024 and 2023. You indicate that while you consider the errors to be
immaterial, you
 will nevertheless "clarify disclosures in future filings," which we
understand to mean
 that you will correct the disclosures in your next annual report on Form
10-K.

 Please confirm that we have properly understood your intentions in this
regard, i.e.
 that you will prospectively revise the reconciliations showing the
changes in total
 proved reserves and the standardized measure to correct the errors
identified in your
 response letter, including the changes to total proved reserves and the
standardized
 August 25, 2025
Page 2

 measure for the year ended December 31, 2023.

 Please contact John Hodgin at 202-551-3699 if you have questions
regarding the
engineering comment. Please contact Karl Hiller, Branch Chief, at 202-551-3686
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
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 Document HUNTON ANDREWS KURTH LLP 600 TRAVIS, SUITE 4200 HOUSTON, TEXAS 77002-2929 TEL    713 • 220 • 4200 FAX    713 • 220 • 4285 August 15, 2025 Office of Energy & Transportation U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re:     VAALCO Energy, Inc. Form 10-K for the Fiscal Year ended December 31, 2024 Filed March 17, 2025 File No. 001-32167 Ladies and Gentlemen: On behalf of our client, VAALCO Energy, Inc., a company organized and existing under the laws of the State of Delaware (the “Company”), set forth below are the responses of the Company to comments received from the staff of the Division of Corporation Finance, (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) by letter dated July 18, 2025, with respect to the Company’s Form 10-K for the Fiscal Year ended December 31, 2024 (File No. 001-32167) (the “Form 10-K”), submitted to the Commission on March 17, 2025. For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All references to page numbers and captions correspond to the Form 10-K unless otherwise specified. All capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Form 10-K. ATLANTA AUSTIN BANGKOK BEIJING BOSTON BRUSSELS CHARLOTTE DALLAS DUBAI HOUSTON LONDON LOS ANGELES MIAMI NEW YORK RICHMOND SAN FRANCISCO TOKYO TYSONS WASHINGTON, DC www.Hunton.com August 15, 2025 Page 2 Form 10-K for the Fiscal Year ended December 31, 2024 Business Reserve Information Proved Undeveloped Reserves, page 18 1. We note the line item figure for extensions and discoveries shown in your reconciliation of the changes in proved undeveloped reserves is a negative value. However, the change due to extensions and discoveries should be a positive value as it is intended to represent additions to proved reserves, consistent with the description of extensions and discoveries in FASB ASC 932-235-50-5(d). This also applies to the corresponding line item in the reconciliation of changes in proved reserves for 2024 under the section “Estimated Quantities of Proved Reserves” in the Supplemental Information on Crude Oil, Natural Gas and NGLs Producing Activities. Please revise your reconciliation and explanation of changes as appropriate; include the revisions that you propose along with your response. RESPONSE : The Company acknowledges the Staff’s comment and notes that there was an inadvertent error in the disclosure on pages 18, F-49, F-50 and F-51 of the Form 10-K with respect to the allocated line-item amount of the Company’s extensions and discoveries in the reconciliation for the Canada segment for the year ended December 31, 2024, which also affected the line-item amount of revisions of previous estimates on such tables. Upon further review and analysis, the correct line-item amount for extensions and discoveries for total proved undeveloped reserves during the year ended December 31, 2024 was 131 (MBoe), and the correct line-item amounts for extensions and discoveries for proved reserves for the Canada segment during the year ended December 31, 2024 were 251 (Mbbls) for crude oil proved reserves, 876 (Mmcf) for natural gas proved reserves, 142 (MBbls) for NGLs proved reserves and 539 (MBoe) for total proved reserves. The mischaracterization of the Company’s extensions and discoveries in the reconciliation for the Canada segment for the year ended December 31, 2024 were due to redevelopment of the Cardium reservoir development area in Canada that involved the removal of certain existing drill locations and partial replacement of such removed wells with new more efficient long-reach horizontal wells, which resulted in a complex movement for purposes of year-end reserve reconciliation calculations, including reserve volumes incorporating removal of existing drill locations, partial replacement by new locations at different productivity expectations and new additions through new mineral rights acquisitions. During the processing of this data, a portion of the reconciliation were misallocated as extensions and discoveries instead of revisions of previous estimates for the Canada segment for the year ended December 31, 2024. The aforementioned mischaracterization of the amount of the Company’s extensions and discoveries for the year ended December 31, 2024 were limited solely to the Canada segment and ultimately did not result in any change to the Company’s existing disclosure in the Form 10-K for August 15, 2025 Page 3 its total proved reserves with respect to any product (crude oil, natural gas or NGLs), total proved reserves for the Canada segment or aggregate total proved reserves as of December 31, 2024. As such, the Company believes the revisions noted above to be an immaterial error and that such information would not materially alter an investor’s decision-making. The Company advises the Staff that it will ensure to clarify disclosures in future filings accordingly. For illustrative purposes, the Company has set forth below the corrected excerpts from the Form 10-K that accurately reflect the line-item amounts of the extensions and discoveries and revisions of previous estimates categories for the Canada segment for the year ended December 31, 2024. Page 18: Proved Undeveloped Reserves Historically, we have reviewed on an annual basis all of our PUDs to ensure an appropriate plan for development exists. The following table discloses our estimated PUD reserve activities:    Proved Undeveloped Reserves   (MBoe) Beginning proved undeveloped reserves at December 31, 2023 6,193  Undeveloped reserves converted to developed reserves (56) Acquisitions 15,670  Revisions 2,190  Extensions and discoveries 131  Ending proved undeveloped reserves at December 31, 2024 24,128  Our PUD reserves at December 31, 2024 increased by 17.9 MMBoe, primarily due to: Acquisition   — Acquisition of reserves of 15.7 MMBoe from the Svenska Acquisition. Conversion to Proved Developed  —   Conversions of 0.1 MMBoe are attributable to our Egypt segment where one well was drilled, which was previously classified as PUDs was converted to proved developed producing (“PDP”) as part of the 2024 drilling program. The Company spent approximately $11.4 million in 2024 to convert PUDs to PDPs in Egypt. Revisions of Previous Estimates   — We had positive revisions of 3.9 MMBoe primarily attributable to our Gabon segment due to increased recovery both from field performance and development activities, offset by negative revisions of 1.7 MMBoe in Canada. August 15, 2025 Page 4 Extensions and Discoveries  —   Extensions and discoveries of 0.1 MMBoe are primarily due to our Canada segment where the wells drilled in 2024 proved up areas surrounding the drilling locations and future drilling locations were added in that area. Page F-49: Estimated Quantities of   Proved Reserves The estimation of net recoverable quantities of crude oil, natural gas and NGLs is a highly technical process that is based upon several underlying assumptions that are subject to change. See “ Item   1A. Risk Factors ” and “ Item 7. Management ’ s Discussion and Analysis of Financial Condition, Cash Flows and Liquidity  –  Critical Accounting Policies and Estimates  –  Successful Efforts Method of Accounting for crude oil, natural gas and NGLs Activities. ” For a discussion of the reserve estimation process, including internal controls, see “ Item   1. Business  –  Reserve Information .” Oil Proved reserves: Gabon (MBbls) Egypt (MBbls) Canada (MBbls) Cote d'Ivoire (MBbls) Total (MBbls) Balance at January 1, 2022 11,218 — — — 11,218 Production (2,971) (547) (72) — (3,590) Purchase of reserves — 9,124 3,679 — 12,803 Extensions and discoveries — — — — — Revisions of previous estimates 1,972 — — — 1,972 Balance at December 31, 2022 10,219 8,577 3,607 — 22,403 Production (3,197) (2,771) (334) — (6,302) Purchase of reserves — — — — — Extensions and discoveries — 93 810 — 903 Revisions of previous estimates 2,042 4,693 (652) — 6,083 Balance at December 31, 2023 9,064 10,592 3,431 — 23,087 Production (2,783) (2,585) (348) (1,054) (6,770) Purchase of reserves — — — 15,288 15,288 Extensions and discoveries — — 251 — 251 Revisions of previous estimates 4,782 1,441 (569) 1,018 6,672 Balance at December 31, 2024 11,063 9,448 2,765 15,252 38,528 August 15, 2025 Page 5 Page F-50: Natural Gas Proved reserves: Gabon (MMcf) Egypt (MMcf) Canada (MMcf) Cote d'Ivoire (MMcf) Total (MMcf) Balance at December 31, 2022 — — 16,539 — 16,539 Production — — (1,528) — (1,528) Purchase of reserves — — — — — Extensions and discoveries — — 3,219 — 3,219 Revisions of previous estimates — — (1,298) — (1,298) Balance at December 31, 2023 — — 16,932 — 16,932 Production — — (1,532) (26) (1,558) Purchase of reserves — — — 6,830 6,830 Extensions and discoveries — — 876 — 876 Revisions of previous estimates — — (196) (253) (449) Balance at December 31, 2024 — — 16,080 6,551 22,631 NGLs Proved reserves: Gabon (MBbls) Egypt (MBbls) Canada (MBbls) Cote d'Ivoire (MBbls) Total (MBbls) Balance at December 31, 2022 — — 2,797 — 2,797 Production — — (270) — (270) Purchase of reserves — — — — — Extensions and discoveries — — 505 — 505 Revisions of previous estimates — — (295) — (295) Balance at December 31, 2023 — — 2,737 — 2,737 Production — — (267) — (267) Purchase of reserves — — — — — Extensions and discoveries — — 142 — 142 Revisions of previous estimates — — 68 — 68 Balance at December 31, 2024 — — 2,680 — 2,680 August 15, 2025 Page 6 Page F-51: Total Reserves (1) Proved reserves: Gabon (MBoe) Egypt (MBoe) Canada (MBoe) Cote d'Ivoire (MBoe) Total (MBoe) Balance at January 1, 2022 11,218 — — — 11,218 Production (2,971) (547) (211) — (3,729) Extensions and discoveries — — — — — Purchase of reserves — 9,124 9,372 — 18,496 Revisions of previous estimates 1,972 — — — 1,972 Balance at December 31, 2022 10,219 8,577 9,161 — 27,957 Production (3,197) (2,771) (859) — (6,827) Purchase of reserves — — — — — Extensions and discoveries — 93 1,852 — 1,945 Revisions of previous estimates 2,042 4,693 (1,163) — 5,572 Balance at December 31, 2023 9,064 10,592 8,991 — 28,647 Production (2,783) (2,585) (870) (1,058) (7,296) Purchase of reserves — — — 16,465 16,465 Extensions and discoveries — — 539 — 539 Revisions of previous estimates 4,782 1,441 (534) 974 6,663 Balance at December 31, 2024 11,063 9,448 8,126 16,381 45,018 (1)   To convert Natural Gas to MBoe, MMcf is divided by 6 for Canada reserves, and MMcf is divided by 5.8 for Cote d'Ivoire reserves. 2. Please refer to Rule 4-10(a)(31)(ii) of Regulation S-X and the answer to Question 131.04 of our Compliance and Disclosure Interpretations (C&DIs) of the Oil and Gas Rules, regarding undrilled locations, and expand your disclosure to clarify, if true, that all of the proved undeveloped reserves as of December 31, 2024 are part of a development plan adopted by management indicating your undeveloped reserves are scheduled to be drilled within five years of initial disclosure. However, if there are material volumes of proved undeveloped reserves disclosed as of December 31, 2024 which will not be converted to proved developed status within five years of initial disclosure as proved reserves, also explain the reasons for the delay to comply with Item 1203(d) of Regulation S-K. Please ensure that your circumstances would appropriately justify a time period that is longer than five years, if applicable, considering the guidance in the answer to Question 131.03 of our Compliance and Disclosure Interpretations (C&DIs) regarding the Oil and Gas Rules. You may view the C&DIs at the following website address: https://www.sec.gov/rules-regulations/staff-guidance/compliance-disclosure-interpretations/oil-gas-rules. August 15, 2025 Page 7 RESPONSE : The Company acknowledges the Staff’s comment and confirms that as of December 31, 2024, it plans to drill all scheduled proved undeveloped reserves (“PUD”) locations within the next five years and within the five years following the initial disclosure of the PUDs as proved reserves. All PUDs are tracked with respect to the year the reserves were initially booked to verify compliance. The PUD schedule of the Company is reviewed and approved by management as part of its reserves control process and the schedule is also reviewed by its independent petroleum engineers. The Company also respectfully advises the Staff that it included the following disclosure on page F-52 of the Form 10-K: In accordance with the guidelines of the SEC, the Company does not book proved reserves on discoveries until such time as a development plan has been prepared for the discovery indicating that the development well will be drilled within five years from the date of its initial booking. Additionally, the development plan is required to have the approval of the joint venture owners in the discovery. Furthermore, if a government agreement that the reserves are commercial is required to develop the block, this approval must have been received prior to booking any reserves. The Company will expand its future disclosures to better clarify the aforementioned. Controls Over Reserve Estimates, page 18 3. We note you disclose material additions to your proved reserves for the year ended December 31, 2024. Please expand your disclosure to provide a general discussion of the technologies used to establish the appropriate level of certainty for reserves estimates from material properties included in the total reserves disclosed. Refer to the disclosure requirements in Item 1202(a)(6) of Regulation S-K. RESPONSE : The Company acknowledges the Staff’s comment. The Company undertakes to expand its disclosure in applicable future filings to include a general discussion of the technologies used to establish the appropriate level of certainty for reserves estimates from material properties included in the total reserves disclosed. For illustrative purposes, the Company expects the revised disclosure would be substantially similar to the following: Our reserves estimation process involves methods generally accepted in the industry to assess our proved reserves, including production decline curve analysis methods, and may include volumetric methods, material balance methods, and reservoir simulation methods, or a combination of these methods, as well as taking into account economic parameters and considerations in finalizing these assessments, as appropriate. Technical information used by us to assess our proved reserves estimates may include geological, geophysical, engineering and financial data as well as other August 15, 2025 Page 8 relevant static and dynamic data. In order to satisfy the requirements for establishing a reasonable certainty for proved reserves, including material increase in proved reserves estimates, we adopt field-tested repeatable and consistent reliable technologies, which may include, among others, logging, 3D and 4D seismic data, rock core analyses, static or dynamic pressure tests and production well testing, as appropriate. Where appropriate analogous reservoirs are available, we will use analogous reservoir parameters to enhance the quality of our reserve assessment results so as to be consistent with the reliable results required for proved reserves assessment as specified in applicable SEC rules. Supplemental Information on Crude Oil, Natural Gas and NGLs Producing Activities (Unaudited) Estimated Quantities of Proved Reserves, page F-49 4. Please expand your discussion of the changes that occurred to identify the relevant acquisitions associated with the purchases of reserves in each year where the change is significant to comply with FASB ASC 932-235-50-5(c). RESPONSE : The Company acknowledges the Staff’s comment and has set forth below expanded disclosure of proved reserves to supplement the tabular disclosure on pa

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 Document July 24, 2025 Office of Energy & Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: John Hodgin, Karl Hiller Re:    VAALCO Energy, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 Filed March 17, 2025 File No. 001-32167 Request for Extension Dear Messrs. Hodgin and Hiller: VAALCO Energy, Inc. (the “ Company ”) acknowledges receipt of the comment letter of the Staff of the U.S. Securities and Exchange Commission dated July 18, 2025 (the “ Comment Letter ”), relating to the Company’s Form 10-K for the fiscal year ended December 31, 2024. The Comment Letter requests that the Company respond within ten business days or advise of the later date that by which the Company will respond. This letter is to confirm our telephone conversation on July 23, 2025, regarding our request for an extension of time to respond. We are working expeditiously to respond to the Comment Letter. However, as discussed, given that we are in the midst of our preparations to file our Form 10-Q for the quarter ended June 30, 2025, we respectfully request that you allow us to submit our response by August 15, 2025. The Company greatly appreciates the Staff’s accommodation for the request for extension. If you have any questions about this letter or require additional information, please contact me at matthew.powers@vaalco.com. Respectfully submitted, VAALCO Energy, Inc. /s/ Ronald Bain Ronald Bain     Chief Financial Officer cc: Matthew Powers Jordan Hirsch, Hunton Andrews Kurth LLP

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 July 18, 2025

Ron Bain
Chief Financial Officer
VAALCO Energy, Inc.
2500 CityWest Blvd., Suite 400
Houston, Texas 77042

 Re: VAALCO Energy, Inc.
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed March 17, 2025
 File No. 001-32167
Dear Ron Bain:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year ended December 31, 2024
Business
Reserve Information
Proved Undeveloped Reserves, page 18

1. We note the line item figure for extensions and discoveries shown in
your
 reconciliation of the changes in proved undeveloped reserves is a
negative value.
 However, the change due to extensions and discoveries should be a
positive value as it
 is intended to represent additions to proved reserves, consistent with
the description of
 extensions and discoveries in FASB ASC 932-235-50-5(d). This also
applies to the
 corresponding line item in the reconciliation of changes in proved
reserves for 2024
 under the section Estimated Quantities of Proved Reserves in the
Supplemental
 Information on Crude Oil, Natural Gas and NGLs Producing Activities.

 Please revise your reconciliation and explanation of changes as
appropriate; include
 the revisions that you propose along with your response.
 July 18, 2025
Page 2

2. Please refer to Rule 4-10(a)(31)(ii) of Regulation S-X and the answer to
Question
 131.04 of our Compliance and Disclosure Interpretations (C&DIs) of the
Oil and Gas
 Rules, regarding undrilled locations, and expand your disclosure to
clarify, if true, that
 all of the proved undeveloped reserves as of December 31, 2024 are part
of a
 development plan adopted by management indicating your undeveloped
reserves are
 scheduled to be drilled within five years of initial disclosure.

 However, if there are material volumes of proved undeveloped reserves
disclosed as
 of December 31, 2024 which will not be converted to proved developed
status within
 five years of initial disclosure as proved reserves, also explain the
reasons for the
 delay to comply with Item 1203(d) of Regulation S-K. Please ensure that
your
 circumstances would appropriately justify a time period that is longer
than five years,
 if applicable, considering the guidance in the answer to Question 131.03
of our
 Compliance and Disclosure Interpretations (C&DIs) regarding the Oil and
Gas Rules.

 You may view the C&DIs at the following website address:
https://www.sec.gov/

rules-r
egulations/staff-guidance/compliance-disclosure-interpretations/oil-gas-rules

Controls Over Reserve Estimates, page 18

3. We note you disclose material additions to your proved reserves for the
year ended
 December 31, 2024. Please expand your disclosure to provide a general
discussion of
 the technologies used to establish the appropriate level of certainty
for reserves
 estimates from material properties included in the total reserves
disclosed. Refer to the
 disclosure requirements in Item 1202(a)(6) of Regulation S-K.

Supplemental Information on Crude Oil, Natural Gas and NGLs Producing
Activities
(Unaudited)
Estimated Quantities of Proved Reserves, page F-49

4. Please expand your discussion of the changes that occurred to identify
the relevant
 acquisitions associated with the purchases of reserves in each year
where the change
 is significant to comply with FASB ASC 932-235-50-5(c).

5. We note the line item figure for extensions and discoveries shown in the
 reconciliation for the year ended December 31, 2024 appears inconsistent
with and
 less than the line item figure shown in the reconciliation of the
changes in proved
 undeveloped reserves presented on page 18. Please revise your
disclosures as
 necessary to address this apparent inconsistency.

Changes in Standardized Measure of Discounted Future Net Cash Flows, page F-54

6. If you will need to revise the estimated net quantities attributed to
extensions and
 discoveries in the reconciliation of the changes in total proved
reserves, you will also
 need to incorporate a corresponding revision to the changes in the
standardized
 measure of discounted future net cash flows for the year ended December
31, 2024.
 July 18, 2025
Page 3

 Please submit the revisions that you propose to address these concerns.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact John Hodgin at 202-551-3699 if you have questions
regarding the
engineering comments. Please contact Karl Hiller, Branch Chief, at 202-551-3686
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
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Document

VAALCO Energy, Inc.

2500 CityWest Blvd, Suite 400

Houston, Texas 77042

January 15, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Liz Packebusch

Re:    VAALCO Energy, Inc.

Registration Statement on Form S-3

Filed on January 10, 2024

File No. 333-284185 (the “Registration Statement”)

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, VAALCO Energy, Inc. (the “Company”) hereby respectfully requests acceleration of the effective date of the Registration Statement so that it may become effective at 5:00 p.m., Eastern Time, on January 17, 2025, or as soon thereafter as practicable.

Should any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Hunton Andrews Kurth LLP, attention: Jordan Hirsch, Esq. at (713) 220-4349.

Very truly yours,

VAALCO ENERGY, INC.

By:   /s/ George Maxwell

Name:   George Maxwell

Title:  Chief Executive Officer and Director

cc:     Jordan Hirsch, Esq., Hunton Andrews Kurth LLP

Carl von Merz, Esq., Hunton Andrews Kurth LLP

January 13, 2025
Ronald Bain
Chief Financial Officer
VAALCO Energy, Inc.
2500 CityWest Blvd. Suite 400
Houston, TX 77042
Re:VAALCO Energy, Inc.
Registration Statement on Form S-3
Filed January 10, 2025
File No. 333-284185
Dear Ronald Bain:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Liz Packebusch at 202-551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Jordan Hirsch

United States securities and exchange commission logo
June 7, 2023
Ron Bain
Chief Financial Officer
VAALCO Energy, Inc.
9800 Richmond Avenue, Suite 700
Houston, Texas 77042
Re:VAALCO Energy, Inc.
Form 10-K for the Fiscal Year ended December 31, 2022
Filed April 6, 2023
File No. 001-32167
Dear Ron Bain:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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      VAALCO Energy, Inc.

      9800 Richmond Avenue, Suite 700

      Houston, Texas 77042

      May 31, 2023

      United States Securities and Exchange Commission

      Division of Corporate Finance

      Office of Energy & Transportation

      100 F Street, N.E.

      Washington, D.C. 20549

      Attention: John Hodgin and Karl Hiller

              Re:

              VAALCO Energy, Inc.

              Form 10-K for Fiscal Year Ended December 31, 2022

                Filed April 6, 2023

              File No. 001-32167

      To the addressees set forth above:

      This letter sets forth the responses of VAALCO Energy, Inc. (the “Company,” “we,” “our” and “us”) to the comments set forth in the comment letter of the staff (the “Staff”) of the Securities and Exchange Commission dated May 16, 2023 (the “Comment Letter”) with respect to the review by the Staff of the Securities and Exchange
        Commission of the Company’s Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”).

      For the convenience of the Staff’s review, we have set forth below in bold type the numbered comments of the Staff in the Comment Letter, with our response thereto immediately following the comment.

      Form 10-K for the Fiscal Year ended December 31, 2022

      Business

      Acreage and Productive Wells, page 20

            1.

              Please expand your disclosures pertaining to acreage to include the annual expiration dates for material amounts of expiring gross and net undeveloped acreage by geographical area to comply with Items 1201(d)
                and 1208(b) of Regulation S-K.

      Response: The Company respectfully acknowledges the Staff’s comment. The Company respectfully advises the Staff that the Company disclosed the expiration dates (and possible extensions) of its production
        sharing contracts (“PSCs”) for its acreages located in Gabon and Egypt in its 2022 Form 10-K on pages 11 and 16, respectively. With respect to its acreages located in Equatorial Guinea,
        the Company respectfully advises the Staff that, as disclosed on page 18 of its 2022 Form 10-K, the expiration date of its Block P PSC will be the date that is 25 years from the date of approval of a development and production plan. With respect to
        Canada, the Company respectfully advises the Staff that as of December 31, 2022, the Company had no material amounts of undeveloped acreage with expiration risk. The Company respectfully advises the Staff that, beginning with its Annual Report on
        Form 10-K for the fiscal year ending December 31, 2023 (“2023 Form 10-K”), it will include a footnote to its “Acreage and Productive Wells” table that includes either this disclosure or a
        cross reference to the applicable sections of the applicable Form 10-K filing containing such disclosure.

        1

      Proved Undeveloped Reserves, page 22

            2.

              Please expand your discussion to disclose the changes that occurred during the year in the net quantities of your proved undeveloped reserves.

      Your disclosure should clearly identify the source of each change, e.g. revisions, improved recovery, extensions and discoveries, transfers to proved developed, sales and
        acquisitions, and include an explanation relating to each of the items you identify. If two or more unrelated factors are combined to arrive at the overall change for an item, you should separately identify and quantify each material factor so that
        the change in net reserve quantities between periods is fully explained.

      Your disclosure of revisions in previous estimates should identify the changes associated with individual factors, such as changes caused by commodity prices, costs, royalty or
        working interest adjustments, well performance, unsuccessful and/or uneconomic proved undeveloped locations, or the removal of proved undeveloped locations due to changes in a previously adopted development plan, as applicable.

      In conjunction with your response, please provide us with an illustration of your proposed disclosure revisions. You may refer to Item 1203(b) of Regulation S-K if you require
        further clarification or guidance.

      Response: The Company respectfully acknowledges the Staff’s comment. The Company advises the Staff that as disclosed on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as
        of December 31, 2021, the Company had four proved undeveloped well (“PUD”) locations (4.0 MMBbls, net to VAALCO) related to its Gabon segment. As described on page 22 of the Company’s 2022
        Form 10-K, these four PUD’s were converted to proved developed reserves in conjunction with the 2021/2022 drilling campaign. As of December 31, 2022, all of the Company’s PUD reserves were associated with the acquisition of TransGlobe Energy
        Corporation (“TransGlobe”), which was completed on October 13, 2022. In response to the Staff’s comment, the Company respectfully advises the Staff that it will, starting with its 2023
        Form 10-K, expand its disclosures accordingly. As an illustrative example, for the fiscal year end December 31, 2022, the relevant disclosure would read as follows:

      For Gabon, in December 2021 we began drilling the ETAME 8-H development well that was completed in February 2022. In 2022 we drilled and completed the Etame 8H-ST, North Tchibala 2H-ST, South Tchibala-1HB-ST2 and
        Avouma 3H-ST development wells. These wells were considered PUDs (approximately 4.0 MMBbls, net to VAALCO) in the December 2021 reserve report and were converted
            to proved developed producing reserves as of December 31, 2022. We estimate the cost of the current 2021/2022 drilling program with the four wells and two additional workovers to be $180 million, or $114 million, net to
        VAALCO’s participating interest. For 2022, we incurred approximately $148 million, or about $94 million net to VAALCO’s participating interest. As of December 31, 2022, we had no PUDs included in our year-end reserve report.

      As of December 31, 2022, as a result of the acquisition of TransGlobe, we had 31 PUD locations (approximately 4.3 MMBoe) included
        in our reserves which we will complete within the next five years. Twenty-five of the PUD wells are in Canada and six are in Egypt.

        2

      In addition, in future filings, to the extent applicable, the Company respectfully advises the Staff it will include a table similar to the following, with explanations as necessary, to summarize the changes of its
        proved undeveloped reserves to clearly identify the source of each change:

              Proved

              Undeveloped

              Reserves

               (MBoe)

              Beginning proved undeveloped reserves at December 31, 2021

              3,991

              Undeveloped reserves converted to developed reserves

              (3,991

              )

              Revisions

              —

              Purchases

              4,323

              Divestitures

              —

              Extensions and discoveries

              —

              Ending proved undeveloped reserves at December 31, 2022

              4,323

      Net Volumes Sold, Prices, and Production Costs, page 23

            3.

              Please expand your disclosure of the net volumes sold by country for each of the last three fiscal years to additionally present the production volumes for each field or operational area within a country that
                contains 15% or more of the total proved reserves to comply with Item 1204(a) of Regulation S-K, using the definition of field that is provided in Rule 4-10(a)(15) of Regulation S-X.

        Response: The Company respectfully acknowledges the Staff’s comment. The Company respectfully submits that it will, starting with its 2023 Form 10-K, add a production volumes column to its net volumes sold, prices and production costs
          table. As an illustrative example, for the fiscal year end December 31, 2022, the table would read as follows:

                Production Volumes

                Sales Volumes (2)

                Average Sales Price (2)

                Average

                Production

                  Cost (2)

                Crude Oil (MBbl)

                Natural Gas (MMcf)

                NGLs

                (MBbl)

                Crude Oil

                (MBbl)

                Natural Gas

                (MMcf)

                NGLs

                (MBbl)

                Crude Oil

                (Per Bbl)

                Natural Gas

                (per Mcf)

                NGLs

                (Per Bbl)

                Total

                (per BoE)

                Year Ended December 31, 2022

                Gabon

                2,971

                —

                —

                2,919

                —

                —

                $

                103.09

                $

                —

                $

                —

                $

                33.18

                Egypt(1)

                547

                —

                —

                547

                —

                —

                69.00

                —

                —

                21.84

                Canada(1)

                93

                335

                63

                93

                335

                63

                79.56

                4.00

                36.12

                9.33

                Total

                3,611

                335

                63

                3,559

                335

                63

                $

                97.24

                $

                4.00

                $

                36.12

                $

                30.12

                Year Ended December 31, 2021

                Gabon

                2,599

                —

                —

                2,711

                —

                —

                $

                70.66

                —

                —

                $

                29.97

                Year Ended December 31, 2020

                Gabon

                1,776

                —

                —

                1,627

                —

                —

                $

                40.29

                —

                —

                $

                22.93

      The Company also respectfully advises the Staff that (i) substantially all of the Company’s production volumes in Gabon are from the Etame Marin block; (ii) substantially all of the Company’s production volumes in Egypt are from the Petrobakr
        concession; and (iii) substantially all of the Company’s production volumes in Canada are from the Harmattan area. The Company will include disclosure to this effect as a footnote to the table illustrated above in its future filings.

        3

      Supplemental Information on Crude Oil, Natural Gas and NGLs Producing Activities (Unaudited) Estimated Quantities of Proved Reserves, page F-55

            4.

              Please expand the tabular disclosures of proved developed and proved undeveloped reserves by individual product type on pages F-55 and F-56 to additionally include the net quantities at the beginning of the
                initial period shown in the reserves reconciliation (e.g. January 1, 2020) to comply with FASB ASC 932-235-50-4.

      Response: The Company respectfully acknowledges the Staff’s comment. The Company advises the Staff that it will include the disclosure described in the Staff’s comment in its future filings, beginning with its 2023 Form 10-K.

            5.

              We note that you report production volumes of 3,857 MBoe and 2,599 MBoe for 2022 and 2021 on page F-57, while reporting production volumes of 3,729 MBoe and 2,405 MBoe, for these same periods on page 75.

      Please revise your disclosures as necessary to address this apparent inconsistency.

      Response: The Company respectfully acknowledges the Staff’s comment. The Company respectfully advises the Staff that it will correct these minor reconciliation errors its future filings, beginning with the Company’s 2023 Form 10-K. The
        Company respectfully advises the Staff that correct production volume numbers for 2022 and 2021 are 3,729 MBoe and 2,599 MBoe, respectively.

      ***

      We appreciate your consideration of the responses provided herein and look forward to hearing from you. If you have any additional comments or questions regarding these matters, please do not hesitate to contact
        Matthew Powers at matthew.powers@VAALCO.com, our counsel, John R. Ablan of Mayer Brown LLP, at jablan@mayerbrown.com or me at RBain@VAALCO.com.

              Very Truly Yours,

            /s/ Ron Bain

              Name: Ron Bain

              Title: Chief Financial Officer

            Cc:

              Matthew Powers, Executive Vice President and General Counsel

                John R. Ablan, Partner, Mayer Brown LLP

        4

United States securities and exchange commission logo
May 16, 2023
Ron Bain
Chief Financial Officer
VAALCO Energy, Inc.
9800 Richmond Avenue, Suite 700
Houston, Texas 77042
Re:VAALCO Energy, Inc.
Form 10-K for the Fiscal Year ended December 31, 2022
Filed April 6, 2023
File No. 001-32167
Dear Ron Bain:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2022
Business
Acreage and Productive Wells, page 20
1.Please expand your disclosures pertaining to acreage to include the annual expiration
dates for material amounts of expiring gross and net undeveloped acreage by geographical
area to comply with Items 1201(d) and 1208(b) of Regulation S-K.
Proved Undeveloped Reserves, page 22
2.Please expand your discussion to disclose the changes that occurred during the year in the
net quantities of your proved undeveloped reserves.

Your disclosure should clearly identify the source of each change, e.g. revisions,
improved recovery, extensions and discoveries, transfers to proved developed, sales and
acquisitions, and include an explanation relating to each of the items you identify. If two

 FirstName LastNameRon Bain
 Comapany NameVAALCO Energy, Inc.
 May 16, 2023 Page 2
 FirstName LastNameRon Bain
VAALCO Energy, Inc.
May 16, 2023
Page 2
or more unrelated factors are combined to arrive at the overall change for an item, you
should separately identify and quantify each material factor so that the change in net
reserve quantities between periods is fully explained.

Your disclosure of revisions in previous estimates should identify the changes associated
with individual factors, such as changes caused by commodity prices, costs, royalty or
working interest adjustments, well performance, unsuccessful and/or uneconomic proved
undeveloped locations, or the removal of proved undeveloped locations due to changes in
a previously adopted development plan, as applicable.

In conjunction with your response, please provide us with an illustration of your proposed
disclosure revisions. You may refer to Item 1203(b) of Regulation S-K if you require
further clarification or guidance.
Net Volumes Sold, Prices, and Production Costs, page 23
3.Please expand your disclosure of the net volumes sold by country for each of the last three
fiscal years to additionally present the production volumes for each field or operational
area within a country that contains 15% or more of the total proved reserves to comply
with Item 1204(a) of Regulation S-K, using the definition of field that is provided in Rule
4-10(a)(15) of Regulation S-X.
Supplemental Information on Crude Oil, Natural Gas and NGLs Producing Activities
(Unaudited)
Estimated Quantities of Proved Reserves, page F-55
4.Please expand the tabular disclosures of proved developed and proved undeveloped
reserves by individual product type on pages F-55 and F-56  to additionally include the net
quantities at the beginning of the initial period shown in the reserves reconciliation (e.g.
January 1, 2020) to comply with FASB ASC 932-235-50-4.
5.We note that you report production volumes of 3,857 MBoe and 2,599 MBoe for 2022
and 2021 on page F-57, while reporting production volumes of 3,729 MBoe and 2,405
MBoe, for these same periods on page 75.

Please revise your disclosures as necessary to address this apparent inconsistency.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact John Hodgin, Petroleum Engineer, at (202) 551-3699 or Karl Hiller,
Branch Chief, at (202) 551-3686 if you have questions regarding the comments.

 FirstName LastNameRon Bain
 Comapany NameVAALCO Energy, Inc.
 May 16, 2023 Page 3
 FirstName LastName
Ron Bain
VAALCO Energy, Inc.
May 16, 2023
Page 3
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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CORRESP

 VAALCO Energy, Inc.

9800 Richmond Avenue, Suite 700

Houston, Texas 77042

 January 10,
2022

 VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attn: Timothy S. Levenberg

Re:    VAALCO Energy, Inc.

Registration Statement on Form S-3

Filed on December 29, 2021

File No. 333-261934 (the “Registration Statement”)

Request for Acceleration

 Ladies and
Gentlemen:

 Pursuant to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as amended, VAALCO Energy, Inc. (the “Company”) hereby respectfully requests acceleration of the effective date of the Registration Statement so that it
may become effective at 5:00 p.m., Eastern Time, on January 12, 2022, or as soon thereafter as practicable.

 Should any member of the
staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention: Jennifer Wisinski, Esq. at (214) 651-5330.

Very truly yours,

VAALCO ENERGY, INC.

By:

 /s/ George Maxwell

Name:

George Maxwell

Title:

Chief Executive Officer and Director

 cc:     Jennifer Wisinski, Esq., Haynes and Boone, LLP

Rosebud Nau, Esq., Haynes and Boone, LLP

United States securities and exchange commission logo
January 6, 2022
George W. M. Maxwell
Chief Executive Officer
VAALCO Energy, Inc.
9800 Richmond Avenue, Suite 700
Houston, Texas 77042
Re:VAALCO Energy, Inc.
Registration Statement on Form S-3
Filed December 29, 2021
File No. 333-261934
Dear Mr. Maxwell:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Timothy S. Levenberg, Special Counsel, at 202-551-3707 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Rosebud Nau, Esq., of Haynes and Boone, LLP

CORRESP
1
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Correspondence

 Kai H. Liekefett kliekefett@velaw.com

Tel +1.713.758.3839  Fax +1.713.615.5678

December 4, 2015

 Via EDGAR, Email and Federal
Express

 David L. Orlic

 Special Counsel

Office of Mergers and Acquisitions

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549-3561

Re:
VAALCO Energy, Inc.

 Preliminary Proxy Statement on Schedule 14A

Filed November 23, 2015

File No. 001-32167

 Dear Mr. Orlic:

 On behalf of our client, VAALCO Energy, Inc. (the “Company”), please find below the responses to the comments
received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated December 1, 2015, with respect to the
Preliminary Proxy Statement on Schedule 14A filed with the Commission on November 23, 2015, File No. 001-32167 (the “Preliminary Proxy Statement”). Concurrently with the submission of this letter, the Company is
filing Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A (the “Amended Preliminary Proxy Statement”). Enclosed with the email and Federal Express versions of this letter is a copy of the Amended
Preliminary Proxy Statement marked to show changes from the Preliminary Proxy Statement as originally filed.

 For your convenience, each
response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All references to page numbers and captions correspond to the Preliminary Proxy Statement unless otherwise specified.

 Vinson & Elkins LLP Attorneys at Law

Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston London

Moscow New York Palo Alto Riyadh San Francisco Tokyo Washington

 1001 Fannin Street, Suite 2500

 Houston, TX
77002-6760

 Tel +1.713.758.2222  Fax +1.713.758.2346  www.velaw.com

 Securities and Exchange
Commission    December 4, 2015     Page
 2

 Cover Letter

1.
We note statements that the election of the Group 42-BLR Group nominees would not provide the registrant’s stockholders with any “takeover premium” or “control premium.” Please revise
these statements to note that takeover or control premiums 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 takeover or control premium in future transactions, given that new directors should not be presumed to act inconsistently with their
fiduciary duties.

 RESPONSE:

We have deleted references to a control premium from the cover letter and page 3.

Notice of Special Meeting of Stockholders

2.
With respect to the parenthetical in the election proposal, please revise here and elsewhere to reflect the correct standard for discretionary voting in this instance, namely, unable to serve or for good cause
will not serve.

 RESPONSE:

We have revised to reflect the correct standard for discretionary voting on pages i, 2, 3, 15 and 23.

Quorum and Required Vote, page 13

3.
We note the statement that broker non-votes result when shares are held by a broker who has not received voting instructions from the beneficial owner and there is at least one item for which the broker has
discretionary voting authority. Please advise why a broker non-vote will not result when the proxy contains only items for which a broker does not have discretionary voting authority, and the broker receives instructions for less than all of the
items.

 Securities and Exchange
Commission    December 4, 2015     Page
 3

 RESPONSE:

We note the Staff’s comment to the effect that a broker non-vote may occur where the proxy statement contains only items for which a
broker does not have discretionary voting authority, and the broker receives instructions for less than all of the items. We have revised the explanation of broker non-votes on page 14 to state:

“A broker holding shares of record for you is not entitled to vote on certain non-routine matters unless the broker receives voting
instructions from you. Broker non-votes occur when shares are held by a broker who has not received voting instructions from the beneficial owner and the broker either chooses not to vote those shares on a routine matter or is not permitted to vote
those shares on a non-routine matter. We do not believe any of the Proposals relate to routine matters that qualify for discretionary voting treatment by a broker.”

4.
Please explain the difference in the effect of broker non-votes with respect to Proposal Nos. 3 and 6, on the one hand, and Proposal No. 2, on the other hand.

RESPONSE:

 The Amended
Preliminary Proxy Statement has been revised on pages 14–15 to clarify that for Proposals 1, 2, 3, 4 and 5, broker non-votes will have the same effect as votes against each of such proposals.

The Amended Preliminary Proxy Statement has also been revised on page 15 to clarify that for Proposal 6 “broker non-votes will have no
effect on the proposal as brokers are not entitled to vote on such proposal in the absence of voting instructions from the beneficial owner.”

Proposal No. 3, page 20

5.
We note the statement that, if the Cause Amendment Proposal is not approved, the Removal Proposal will not constitute a proper matter for stockholder action under the charter. Please supplement this disclosure to
acknowledge that the Delaware General Corporation Law permits directors to be removed with or without cause, and does not explicitly permit variation from this standard, except in circumstances which are not present in this instance. Alternatively,
advise as to any case law or other authority suggesting that such disclosure is unnecessary.

 Securities and Exchange
Commission    December 4, 2015     Page
 4

 RESPONSE:

On Proposal No. 3 on page 20, we have revised this disclosure to state, in relevant part, the following:

“The Company believes that the Removal Proposal is contingent upon stockholders approving the Cause Amendment Proposal, and that if the
Cause Amendment Proposal is not approved by the stockholders, the Removal Proposal will not constitute a proper matter for stockholder action under the Charter.

Article V, Section 3 of the Company’s Charter provides that directors may be removed only for cause, and the Company believes that
this rule is binding upon the Company unless the stockholders of the Company, in combination with Board approval, amend Article V, Section 3 of the Charter to allow for director removal without cause.

The Group 42-BLR Group considers Article V, Section 3 of the Charter to be invalid and unenforceable on the basis of Section 141(k)
of the Delaware General Corporation Law. Section 141(k) permits directors to be removed with or without cause and does not explicitly permit variation from this standard, except in circumstances which are not present in the current
circumstances.

 The Company, by contrast, notes that under Section 102(b)(1) of the Delaware General Corporation Law, the
Company’s Charter may contain “any provision for the management of the business and for the conduct of the affairs of the corporation, and any provision … limiting and regulating the powers of … the stockholders” unless such
provision is contrary to mandatory Delaware law. Thus, the Company notes that stockholders, in combination with Board approval, may choose to modify the default rules of the Delaware General Corporation Law. The Company believes there is no
authoritative law that a Delaware corporation is not allowed to deviate in its charter from the rules set forth in Section 141(k). The Company further believes that, under Delaware law, the Board cannot ignore, waive or amend the express terms
of the Charter in favor of the Group 42-BLR Group’s untested theory that a Delaware corporation cannot deviate from Section 141(k) in its charter.

For these reasons among others, the Company believes that the Removal Proposal is contingent upon stockholders approving the Cause Amendment
Proposal and will not constitute a proper matter for stockholder action under the Charter unless the Cause Amendment Proposal is approved.”

 Securities and Exchange
Commission    December 4, 2015     Page
 5

 Proposal No. 6, page 23

6.
We note the statement that Proposal No. 6 is subject to the adoption of Proposal Nos. 2 and 4. Please clarify the disclosure to explain why the Election Proposal is subject to adoption of the Bylaw
Restoration Proposal and the Vacancy Proposal.

 RESPONSE:

We have revised page 23 to state that Proposal 6 is subject to Proposal 3. We have deleted the references to Proposals 2 and 4.

Form of Proxy Card

7.
Please mark the form of proxy card “Preliminary Copy.”

 RESPONSE:

We have marked the form of proxy card with the words: “Preliminary Copy – Subject to Completion”.

8.
In the instructions to Proposal 3, 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.

RESPONSE:

 In the
instructions to Proposal 3 on the Form of Proxy Card, we have replaced the original instructions with these instructions:

 “If you
wish to vote against the removal of certain persons named in Proposal 3, but not vote against the removal of all of the persons named in Proposal 3 or another person or persons elected or appointed to the board of the company prior to the Special
Meeting, mark the “AGAINST REMOVAL of All Except” box above and write the name of each person you wish to be removed or, in the case of any other person(s) elected or appointed to the board of the company prior to the Special Meeting,
write the name of such other person(s) or write “future directors” in the space provided below.”

 * * *

 Securities and Exchange
Commission    December 4, 2015     Page
 6

 In connection with responding to the Staff’s comments, we acknowledge 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 proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the
Staff, to Kai Haakon E. Liekefett at (212) 237-0037.

Very truly yours,

VINSON & ELKINS L.L.P.

By:

 /s/ Kai H. Liekefett

Name:

Kai H. Liekefett

 Enclosures

cc:
Eric J. Christ, Esq.,

 Vice President, General Counsel and

Corporate Secretary, VAALCO Energy, Inc.

December 3 , 2015

Via E-mail
Mr. Paul A. Bell
President and Chief Executive Officer
Group 42, Inc.
312 Pearl Parkwa y, CIA Building II
San Antonio, Texas 78215

Re: VAALCO Energy, Inc .
Revised  Preliminary Proxy Statement on Schedule 14A
Filed December 2 , 2015  by Group 42, Inc.  et al.
File No. 001 -32167

Dear Mr. Bell :

We have reviewed your filing  and have the following comments.

The VAALCO Board Ignored Shareholder Input …, page 15

1. We note the response to prior comment 8.  We continue to question whether it is
appropriate to characterize an increase of approximately 40.2% to 46.3% as  “nearly
double .” A doubling would appear to constitute an i ncrease of 100%.  Please  advise .

Form of Consent

2. We note the re sponse to prior comment 9 and clarify the comment.  The instruction
advises security holders to write in the names of persons that the security holder does not
wish removed, but, at the time the security holder executes the consent, the security
holder mig ht not know the names of those future directors .  Please revise.

You may contact me at (202) 551 -3503 if you have any questions .

Sincerely,

/s/ David L. Orlic

David L. Orlic
Special Counsel
Office of Mergers and Acquisitions

Mr. Paul A. Bell
Group 42, Inc.
December 3 , 2015
Page 2
 cc: Via E-mail
Aneliya S. Crawford , Esq.
Olshan Frome Wolosky LLP

December 1 , 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.
Revised Preliminary Proxy Statement on Schedule 14A
Filed November  30, 2015
File No.  001-32167

Dear Mr. Christ :

We have reviewed your filing and have the following comments.

Cover Letter

1. We note the response to prior comment one.  The first paragraph of the cover letter
retains a reference to a takeover premium.  Please revise.

Form of Consent  Revocation Card

2. In the in structions to Proposal No. 2, sec urity holders are asked to write in the names of
specific individuals that they want to be removed, and at the same time, write “revoke my
consent to the removal of future directors ” if they don’t want future directors  to be
removed .  This approach appears potentially confusing .  Please revise.

3. We note disclosure stating that, unless otherwise indicated , the revocation card revok es
all prior consents given with respect to the proposals .  Please clarif y, if true,  that only a
vote “yes” or “abstain” will operate to revoke a prior consent.   Please also modify the
disclosure in the proxy s tatement to address this point.

Eric J. Christ, Esq.
VAALCO Energy, I nc.
December 1, 2015
Page 2
 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

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filename1.htm

CORRESP

 Kai H. Liekefett kliekefett@velaw.com

Tel +1.713.758.3839 Fax +1.713.615.5678

December 2, 2015

 Via EDGAR, Email and Federal
Express

 David L. Orlic

 Special Counsel

Office of Mergers and Acquisitions

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549-3561

Re:
VAALCO Energy, Inc.

Revised Preliminary Proxy Statement on Schedule 14A

Filed November 30, 2015

File No. 001-32167

 Dear Mr. Orlic:

On behalf of our client, VAALCO Energy, Inc. (the “Company”), please find below the responses to the
comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated December 1, 2015, with respect to
the Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A filed with the Commission on November 30, 2015, File No. 001-32167 (the “First Amended Preliminary Proxy Statement”), which was filed as an
amendment to the Preliminary Proxy Statement on Schedule 14A filed with the Commission on November 16, 2015, File No. 001-32167 (the “Preliminary Proxy Statement”). Concurrently with the submission of this letter,
the Company is filing Amendment No. 2 to the Preliminary Proxy Statement (the “Second Amended Preliminary Proxy Statement”). Enclosed with the email and Federal Express versions of this letter is a copy of the Second
Amended Preliminary Proxy Statement marked to show changes from the First Amended Preliminary Proxy Statement.

 For your
convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All references to page numbers and captions correspond to the Preliminary Proxy Statement unless otherwise specified.

 Vinson & Elkins LLP    Attorneys at Law

Abu Dhabi    Austin    Beijing    Dallas    Dubai
Hong Kong    Houston    London

Moscow    New York    Palo Alto    Riyadh    San Francisco
   Tokyo    Washington

 1001 Fannin Street, Suite 2500

 Houston, TX
77002-6760

 Tel +1.713.758.2222  Fax +1.713.758.2346  www.velaw.com

 Securities and Exchange Commission    December 2, 2015
    Page
 2

 Cover Letter

1.
We note the response to prior comment one. The first paragraph of the cover letter retains a reference to a takeover premium. Please revise

RESPONSE:

 We have
deleted the reference to a takeover premium in the first paragraph of the cover letter.

 Form of Consent Revocation Card

2.
In the instructions to Proposal No. 2, security holders are asked to write in the names of specific individuals that they want to be removed, and at the same time, write “revoke my consent to the removal
of future directors” if they don’t want future directors to be removed. This approach appears potentially confusing. Please revise.

RESPONSE:

 We have
replaced the original instructions with the following instructions:

 IF YOU WISH TO REVOKE YOUR CONSENT TO THE REMOVAL OF CERTAIN PERSONS
NAMED IN PROPOSAL 2, BUT NOT REVOKE YOUR CONSENT TO THE REMOVAL OF ALL OF THE PERSONS NAMED IN PROPOSAL 2 OR ANOTHER PERSON OR PERSONS ELECTED OR APPOINTED TO THE BOARD OF THE COMPANY PRIOR TO THE EFFECTIVE TIME OF THIS PROPOSAL, MARK THE “YES,
REVOKE MY CONSENT” BOX ABOVE AND WRITE THE NAME OF EACH PERSON YOU WISH TO BE REMOVED OR, IN THE CASE OF ANY OTHER PERSON(S) ELECTED OR APPOINTED TO THE BOARD OF THE COMPANY PRIOR TO THE EFFECTIVE TIME OF THIS PROPOSAL, WRITE THE NAME OF SUCH
OTHER PERSON(S) OR WRITE “FUTURE DIRECTORS” IN THE SPACE PROVIDE BELOW.

 We hope that this revised text will sufficiently
address the Staff’s concern.

 Securities and Exchange Commission    December 2, 2015
    Page
 3

 We note that Proposal No. 2 of the Group 42-BLR Group could reasonably be subjected to
an unbundling request by the Staff, since the proposal combines two proposals in one. An unbundling of Proposal No. 2 by the Group 42-BLR Group would make it easier for the Company to provide clearer instructions in respect of its own Proposal
No. 2.

3.
We note disclosure stating that, unless otherwise indicated, the revocation card revokes all prior consents given with respect to the proposals. Please clarify, if true, that only a vote “yes” or
“abstain” will operate to revoke a prior consent. Please also modify the disclosure in the proxy statement to address this point.

RESPONSE:

 We have
inserted at the top of page 13 this statement: “When marking boxes on the GOLD consent card, only “YES, REVOKE MY CONSENT” and “ABSTAIN” votes will have the effect of revoking a prior consent. We have also inserted this same
statement in the middle of page 13, in all-capital letters.

 We have inserted on the proxy card this statement: “WHEN MARKING BOXES,
ONLY “YES, REVOKE MY CONSENT” AND “ABSTAIN” VOTES WILL HAVE THE EFFECT OF REVOKING A PRIOR CONSENT.”

*  *  *

In connection with responding to the Staff’s comments, we acknowledge 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 proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Securities and Exchange Commission    December 2, 2015
    Page
 4

 Please direct any questions that you have with respect to the foregoing or if any additional
supplemental information is required by the Staff, to Kai Haakon E. Liekefett at (212) 237-0037.

 Very truly yours,

 VINSON & ELKINS L.L.P.

By: /s/ Kai H.
Liekefett

Name: Kai H. Liekefett

Enclosures

cc:
Eric J. Christ, Esq.,

Vice President, General Counsel and

Corporate Secretary, VAALCO Energy, Inc.

CORRESP
1
filename1.htm

CORRESP

 Kai H. Liekefett kliekefett@velaw.com

Tel +1.713.758.3839 Fax +1.713.615.5678

November 30, 2015

 Via EDGAR, Email and Federal
Express

 David L. Orlic

 Special Counsel

Office of Mergers and Acquisitions

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549-3561

Re:
VAALCO Energy, Inc.

 Preliminary Proxy Statement on Schedule 14A

Filed November 16, 2015

File No. 001-32167

 Dear Mr. Orlic:

 On behalf of our client, VAALCO Energy, Inc. (the “Company”), please find below the responses to
the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated November 25, 2015, with
respect to the Preliminary Proxy Statement on Schedule 14A filed with the Commission on November 16, 2015, File No. 001-32167 (the “Preliminary Proxy Statement”). Concurrently with the submission of this letter, the
Company is filing Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A (the “Amended Preliminary Proxy Statement”). Enclosed with the email and Federal Express versions of this letter is a copy of the
Amended Preliminary Proxy Statement marked to show changes from the Preliminary Proxy Statement as originally filed.

 For
your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All references to page numbers and captions correspond to the Preliminary Proxy Statement unless otherwise specified.

 Vinson & Elkins LLP Attorneys at Law

Abu Dhabi  Austin  Beijing  Dallas  Dubai  Hong Kong  Houston  London

Moscow  New York  Palo Alto  Riyadh  San Francisco  Tokyo  Washington

 1001 Fannin Street, Suite 2500

 Houston, TX
77002-6760

 Tel +1.713.758.2222 Fax +1.713.758.2346 www.velaw.com

Securities and Exchange Commission November 30, 2015     Page
 2

 Reasons to Reject the Group 42-BLR Group Consent Proposals, page 2

1.
We note statements that the election of the Group 42-BLR Group Nominees would not provide the registrant’s stockholders with any control premium. Please revise these statements to note that control premiums
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

RESPONSE:

 We have
deleted these statements in the Amended Preliminary Proxy Statement.

 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.

 RESPONSE:

On pages 8 and 12 of the Amended Preliminary Proxy Statement, we have deleted the clause: “, and the adoption of the Vacancy
Proposal.” Also, in the instructions to Proposal 5 on the Form of Consent Revocation Card, we have deleted the clause: “, AND THE ADOPTION OF PROPOSAL 3.” With these changes, the Amended Preliminary Proxy Statement does not claim that
the Election Proposal is subject to the adoption of the Vacancy Proposal.

 Cost and Method, page 12

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

RESPONSE:

 We have added
on page 14 of the Amended Preliminary Proxy Statement the following sentence: “D.F. King expects that approximately 100 of its employees will assist in the solicitation.”

Securities and Exchange Commission November 30, 2015     Page
 3

 Form of Consent Revocation Card

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

RESPONSE:

 We have marked
the form of consent revocation card with the words: “Preliminary Copy – Subject to Completion”.

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

RESPONSE:

 We have added
“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.

RESPONSE:

 In the
instructions to Proposal 2 on the Form of Consent Revocation Card, we have replaced the original instructions with these instructions:

“IF YOU WISH TO (A) REVOKE CONSENT TO THE REMOVAL OF CERTAIN OF THE PERSONS NAMED IN PROPOSAL #2, BUT NOT ALL OF THEM AND/OR
(B) REVOKE CONSENT TO THE REMOVAL OF ANY PERSON ELECTED OR APPOINTED TO THE BOARD TO FILL ANY VACANCY ON THE BOARD OR ANY NEWLY CREATED DIRECTORSHIPS AFTER NOVEMBER 6, 2015 AND PRIOR TO THE EFFECTIVENESS OF THIS PROPOSAL, CHECK THE “YES,
REVOKE MY CONSENT” BOX ABOVE AND WRITE (1) THE NAME OF EACH SUCH PERSON YOU WANT TO BE REMOVED AND/OR (2) “REVOKE MY CONSENT TO THE REMOVAL OF FUTURE DIRECTORS” IN THE FOLLOWING SPACE:”

* * *

 In connection with
responding to the Staff’s comments, we acknowledge that:

Securities and Exchange Commission November 30, 2015     Page
 4

•

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 proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the
Staff, to Kai Haakon E. Liekefett at (212) 237-0037.

Very truly yours,

VINSON & ELKINS L.L.P.

By:

 /s/ Kai H. Liekefett

Name:

Kai H. Liekefett

 Enclosures

cc:
Eric J. Christ, Esq.,

 Vice President, General Counsel and

Corporate Secretary, VAALCO Energy, Inc.

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

November 24 , 2015

Via E-mail
Mr. Paul A. Bell
President and Chief Executive Officer
Group 42, Inc.
312 Pearl Parkwa y, CIA Building II
San Antonio, Texas 78215

Re: VAALCO Energy, Inc .
Amended Preliminary Proxy Statement on Schedule 14A
Filed November  20, 2015  by Group 42, Inc.  et al.
Definitive Additional Soliciting Materials
Filed November 12, 2015 by Group 42, Inc.  et al.
File No.  001-32167

Dear Mr. Bell :

We have reviewed your filing s and have the following comments.

Amended Preliminary Proxy Statement on Schedule 14A

Letter

1. We note the statement that the poison pill adoption “disregarded a prior vote in 2009 in
which shareholders voted down a poison pill .”  Please modify this statement to address
the fact that this vote was taken 6 years ago, under differing  circumstances.

2. We note the statement that “members of the Board own very little VAALCO stock .”  We
continue to be lieve that disclosure should address how three out of four Group 42 -BLR
Group  nominees individually own no company  stock.

How Many Consents Must Be Received in Order to Adopt the Proposals ?, page 8

3. Please clarify, if true, that a majority of outstanding voting securities must sign consent s
to remove  each director.  In other words, please clarify that removal will be done on a
director -by-director basis.

Mr. Paul A. Bell
Group 42, Inc.
November 24 , 2015
Page 2
 The Company Maintains Excessive CAPEX Spending , page 12

4. We note the statement that management has failed to announce any specific plans to
address capital expenditures.  Please clarify your disclosure to address the fact that
winding down of capital expenditures is constrained  by prior commitments made by the
company, if true.  Please also address the three potential scenarios for the company’s
2016 capital expenditure budget described in the third quarter earnings conference call.

5. We note the statement that the com pany’s capital expenditures “ skyrocketed in Q3 2015
to $31 million .”  Please clarify, if true, that this amount represents capital expenditures
paid, not incurred.

VAALCO has a History of Failed Exploration Projects , page 13

6. We note disclosure that the company “ has a history of excessive exploration risk without
proper hedging .”  Please disclose what hedging would be proper under these
circumstances, and disclose how you determined that this would be proper.

7. We note the statement that the company disclosed a cost estimate of $27.2 million  for the
exploration project in Angola.  Please provide support for this assertion.  We understand
that the company’s cost estimate is $24.5 million.

The VAALCO Board Ignored Shareholder Input , page 15

8. Please provide support for the assertion that  G&A expenses have nearly doubled  since
2013.

Consent card

9. Please provide a means for security holders to vote against the removal of future
directors .

Definitive Additional Soliciting Materials

Press Release

10. In future filing s, plea se qualify as your opinion such statements as “VAALCO’s cash
G&A ex penses remain unacceptably high ” and “the Company’s culture of overspending
and poor corporate governance .”

Mr. Paul A. Bell
Group 42, Inc.
November 24 , 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
Aneliya S. Crawford , Esq.
Olshan Frome Wolosky LLP

November 13 , 2015

Via E-mail
Mr. Paul A. Bell
President and Chief Executive Officer
Group 42, Inc.
312 Pearl Parkwa y, CIA Building II
San Antonio, Texas 78215

Re: VAALCO Energy, Inc .
Preliminary Proxy Statement on Schedule 14A
Filed November  6, 2015  by Group 42, Inc.  et al.
File No.  001-32167

Dear Mr. Bell :

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 app ly 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 filing and the information you provide in
response to these comments, we may have additional comme nts.

General

1. Please revise to ensure that all charts and footnotes are legible.

2. Please characterize the following statements, and all similar statements, as your belief.
We have not included page references because your filing does not include page
numb ers.

 “The VAALCO management team continues to make severe operational missteps ”
 “the Board has sought to insulate itself and management from accountability to
shareholders ”
 “the extreme and shareholder -unfriendly step of adopting a 10% -trigger poison pill ”
 “the ways in which the Board has failed stockholders ”

Mr. Paul A. Bell
Group 42, Inc.
November 13 , 2015
Page 2
  “that will ensure our collective best interests a re being looked after”
 “Replacing the current majority of the Board with our Group 42 Nominees will give
us the best chance of turning around the Comp any’s serial underperformance.”
 “We can no longer afford to trust that the current Board will  look after our best
interests.”
 “severe and unchecked missteps”
 “THE BOARD’S ABYSMAL CORPROATE [sic] GOVERNANCE PRACTICES
AND MISALIGNED INTERESTS ”
 “Clearly, the Board ignored the voice of the VAALCO shareholders in an attempt to
prevent us from effecting the change we believe ne cessary to improve the Company.”

3. Please provide support for the following assertions:

 “the Company has spent $99 million on failed e xploration since 2012”
 “We do not believe the current Board has been acting in the best interests of the
stockholders in the sale process. ”
 “The Company has a history of excessive exploration risk without proper hedging ”
 “VAALCO’s management has actually increased their guidance for top -range capex
guidance for 2015 f rom $75 million to $85 million.”
 “FAILURE TO HOLD MANAGEMENT ACCOUNTABLE ”

Cover page

4. We note statements that the board’s interests are not fully -aligned with the interests of all
shareholder s, because the board members own very little stock. We note that your
nominees also own very little stock.  Please clarify.

Background  to the Solicitation

5. Please disclose whether, on August 5, 2015, representatives of Group 42 urged the
company to commence a tender offer.

How Many Consents Must Be Received in Order to Adopt the Proposals?

6. We note the statement that Proposal 5 is conditioned on Proposal 2.  Please clarify
whether Proposal 5 is also conditioned on Proposal 3.

G&A Expenses Are Too High and Continue to Rise

7. We note your disclosure that the company has failed to announce any specific plans to
actually cut G&A costs . We note a similar statement in the next section regarding  capital
expenditures.  Please update this disclosure in light  of recent statements by the company.

Mr. Paul A. Bell
Group 42, Inc.
November 13 , 2015
Page 3
 Proposal No. 5 – The Election Proposal

8. Please clarify the sentence stating “ Mr. Guidry would be entitled to approximately
1,724,822 as a result of the acceleration of incentive awards. ”

9. We note the statement that, i f any of your nominees is unable or unwilling to serve , you
may designate other nominee or nominees.  Please make thi s consistent with
Rule  14a-4(c)(5).  Also, given that there is no meeting date, please confirm that should
you lawfully identify or nominat e substitute nominees sufficiently in advance of the
deadline for submitting consents, y ou will file an amended consent solicitation statement
that (1) identifies the substitute nominees, (2) discloses whether such nominees have
consented to being named in  the revised consent solicitation statement and to serve if
elected and (3) includes the disclosure required by Items 5(b) and 7 of Schedule 14A with
respect to such nominees.

Stockholder Proposals for the Next Annual Meeting

10. We note that the information  that you have included relating to Rule 14a -5(e) does not
appear to be the most recent information available.  Also, y ou appear to be omitting
certain other information from your consent solicitation statement in reliance on
Rule  14a-5(c).  If so, please make a clear reference to the particular document containing
such information.

Information Concerning the Company

11. We note the statement that the Group 42 -BLR Group does not take any responsibility for
the accuracy or completeness of the company informati on included in the consent
solicitation statement.  Please revise to remove this disclaimer.

Consent card

12. Please provide “against” boxes instead of “withhold consent” boxes.  See Rule 14a -4(b)
and instruction 2 thereto.

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 Exchange Act of
1934 and all applicab le Exchange Act rules require.  Since the filing persons 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 each filing
person acknowle dging that:

Mr. Paul A. Bell
Group 42, Inc.
November 13 , 2015
Page 4
  the filing person 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 f iling; and

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

You may contact me at (202) 551 -3503 if you have any questions reg arding our
comments .

Sincerely,

/s/ David L. Orlic

David L. Orlic
Special Counsel
Office of Mergers and Acquisitions

cc: Via E-mail
Aneliya S. Crawford , Esq.
Olshan Frome Wolosky LLP

CORRESP
1
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Acceleration Request

 June 20, 2014

Via Edgar

 Securities and Exchange Commission

 100 F. Street, NE

 Washington, D.C. 20549

Attn:   Mr. Kevin Dougherty

Re:
VAALCO Energy, Inc.

Registration Statement on Form S-3/A filed June 20, 2014

File No. 333-195919

 Ladies and Gentlemen:

VAALCO Energy, Inc. (the “Company”) requests that the effective date of the above-captioned Registration Statement be
accelerated so that such Registration Statement will be declared effective at 10:00 a.m., Washington, D.C. time, on Tuesday, June 24, 2014, or as soon as practicable thereafter.

The Company hereby acknowledges that:

•

should the Securities and Exchange Commission (“Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, 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 full 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 federal securities laws of the United States.

Very truly yours,

/s/ Steven P. Guidry

STEVEN P. GUIDRY

Chief Executive Officer

CORRESP
1
filename1.htm

CORRESP

 VAALCO Energy, Inc.

4600 Post Oak Place, Suite 300

Houston, Texas 77027

Tel: (713) 623-0801

Fax: (713) 623-0982

June 6, 2014

 Mr. H. Roger Schwall

 Assistant Director

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100F Street,
N.E.

 Washington, D. C. 20549-3561

Re:
VAALCO Energy, Inc.

Registration Statement on Form S-3

Filed May 13, 2014

File No. 333-195919

 Dear Mr. Schwall,

Set forth below are the responses of VAALCO Energy, Inc. (the “Company”), to comments received from the staff of the
Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated June 4, 2014, with respect to Registration Statement on Form S-3, File
No. 333-195919, filed with the Commission on May 13, 2014 (the “Registration Statement”).

 Concurrently
with the submission of this letter, we are filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”) via EDGAR. For the Staff’s convenience, the response is prefaced by the exact text of the
Staff’s corresponding comment in bold, italicized text. Capitalized terms used in this letter but not defined herein have the meanings given to them in the Registration Statement.

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 Section II.B.1.d. of Staff Legal Bulletin No. 19 (Oct. 14, 2011).

 RESPONSE:

We acknowledge the Staff’s comment and have obtained and filed a new legal opinion of Haynes and Boone, LLP, reflecting the requested
revisions. Please see Exhibit 5.1 to Amendment No. 1.

 Please direct any questions that you have with respect to the foregoing or if any additional
supplemental information is required by the Staff, please contact William B. Nelson of Haynes and Boone, LLP, at (713) 547-2084.

 Sincerely,

/s/Gregory R. Hullinger,

 Chief Financial Officer

cc:
William B. Nelson

Haynes and Boone, LLP

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

February 11, 2013

Via E-mail
Gregory R. Hullinger
Chief Financial Officer
VAALCO Energy, Inc.
4600 Post Oak Place, Suite 300
Houston, TX 77027

Re: VAALCO Energy, Inc.
Form 10 -K for Fiscal Year Ended December 31, 2011
Filed March 12, 2012
File No. 001-32167

Dear Mr. Hullinger :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Ethan Horowitz

Ethan Horowitz
Branch Chief

CORRESP
1
filename1.htm

Correspondence Letter

 VAALCO Energy, Inc.

 4600 Post Oak Place, Suite 309

 Houston, Texas 77027

Tel: (713) 623-0801

 Fax: (713) 623-0982

 January 22, 2013

United States Securities and Exchange Commission

Attn: Mr. H. Roger Schwall, Assistant Director

 Washington, D. C. 20549

 Subject: Letter Dated December 17, 2012

Re:
VAALCO Energy, Inc.

 Form 10-K
for Fiscal year Ended December 31, 2011

 Filed: March 12, 2012

File No. 001-32167

 Dear
Mr. Schwall,

 We acknowledge receipt of your letter referenced above and have obtained through our counsel, Haynes and Boone, LLP, a time
extension for our reply regarding your inquiries.

 As requested in your letter, we acknowledge that:

•

 VAALCO Energy, Inc. 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

•

 VAALCO Energy, Inc. may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

 Our responses to your comments follow:

 Form 10-K for Fiscal Year Ended December 31, 2011

 Properties, page 27

 Proved Undeveloped Reserves, page 31

 Comment 1: We note on page 31 you state “the Company had 2,194 MBbls and 1,069 MMcf of PUDs at December 31, 2011, compared with 1,894 MBbls of PUDs at December 31, 2010.” It
does not appear that you provide an explanation for the changes in your proved undeveloped reserves here or elsewhere in the filing on Form 10-K. Furthermore, other than noting “the Company did not convert any PUD’s to proved developed
reserves in 2011,” it is not clear whether you made any investments or other progress during the year to convert your proved undeveloped reserves to developed reserves. Please expand your disclosure to provide more specific detail regarding
your proved undeveloped reserves as required under Items 1203(b) and 1203(c) of Regulation S-K.

 Response: Comparing the PUD’s reported at December 31, 2011 and
December 31, 2010, there was an increase of 300 MBbls and 1,069 MMcf. The entire 1,069 MMcf PUD reported for the first time at December 31, 2011 was attributable to the Hefley 90-02 well located in Texas. The Company began drilling this
well in November 2011 giving rise to the 1,069 MMcf gas PUD as well as an oil PUD of 17 MBbls at year end 2011. The well was completed in February 2012 and commercial production was established in March 2012. These PUDs will be shown in 2012 as
having been converted to proved developed reserves.

 The remaining PUDs at December 31, 2011 (net of the Hefley 90-02
well) total to 2,177 MBbls and are attributable to four planned wells located in the Etame Marin block, offshore Gabon – the Ebouri 5H and 6H wells and the Etame 8H and 9H wells. The increase (net of the Hefley 90-02 well) primarily pertains to
the first inclusion of the Ebouri 6H well in the calculation of PUDs as of December 31, 2011. Investment in and progress on all four wells occurred in 2011. As the Company disclosed in its filing on Form 10-K, it began platform modifications to
the Ebouri platform in 2010 to add three additional wells slots to accommodate the drilling of additional wells, including the Ebouri 5H and 6H wells. The Company initiated the Etame field expansion project in 2009 to allow for further development
of the Etame field. The project continues to progress with engineering and procurement of equipment that will allow for drilling the Etame 8H and 9H wells and additional wells in the field.

In future filings on Form 10-K, the Company will continue to provide updates on its investments and other progress during the year to
convert proved undeveloped reserves to proved developed reserves. When there are material gross changes in our PUD reserves, we will include a table or narrative that explains the material changes from the beginning of the year PUD reserve balance
to the final year-end balance, including material extensions, discoveries and other additions during the year and material revisions for changes due to price, performance and for other reasons.

Comment 2: We note on page 31 you state “generally, the Company’s PUDs are converted to proved developed reserves within five years of the
date they are first booked as PUDs.” You also state “the Company did not convert any PUD’s to proved developed reserves in 2011.” For purposes of determining the five year period, Item 1203(d) of Regulation S-K identifies
the initial disclosure and date thereof as the starting reference date. With a view toward disclosure, please tell us if any of the proved undeveloped reserves you disclose as of December 31, 2011 will take more than five years since initial
disclosure to develop.

 Response: The table below lists the PUDs, the year of initial disclosure and comments
regarding the length of time, and in particular if it will take more than five years since initial disclosure to develop. We have considered data learned in 2012 to provide a current view as to the time to develop, as is consistent with our annual
review of PUDs and our validation of the technical and economic merits of each project.

 PUDs

 Well/Location

 Initial Disclosure

 Time to Develop

 17 MBbls &

1,069 MMcf

 Hefley 90-02,

Texas

2011

Converted to developed reserves in 2012

 388 MBls

 Ebouri 5H –

Gabon

2009

 At the time of filing the 2011 Form 10-K, the drilling of the well was scheduled for drilling in 2013.

 2012 Update: In 2012, Hydrogen sulfide (H2S) was discovered in the field
vicinity. It was decided for operational purposes to delay drilling this well to coincide with the installation upgrade of the processing facilities to accommodate H2S. For disclosure in the 2012 Form 10-K, PUDs including time to develop will be
evaluated under Item 1203(d) of Regulation S-K and the disclosure will be updated accordingly.

 388 MBls

 Ebouri 6H –

Gabon

2011

 At the time of filing the 2011 Form 10-K, the drilling of the well was scheduled for drilling in 2013.

 2012 Update: In 2012, H2S was discovered in the field vicinity. It was
decided for operational purposes to delay drilling this well to coincide with the installation upgrade of the processing facilities to accommodate H2S. For disclosure in the 2012 Form 10-K, PUDs including time to develop will be evaluated under Item
1203(d) of Regulation S-K and the disclosure will be updated accordingly.

 721 MBls

 Etame 8H –

Gabon

2009

 At the time of filing the 2011 Form 10-K, the projected timetable for drilling this well was 2014.

 2012 Update: The project continues to progress with engineering and
procurement of platform equipment. The projected timetable for drilling this well remains 2014.

 680 MBls

 Etame 9H –

Gabon

2010

 At the time of filing the 2011 Form 10-K, the projected timetable for drilling this well was 2014.

 2012 Update: The project continues to progress with engineering and
procurement of platform equipment. The projected timetable for drilling this well remains 2014.

 In our future filings on Form 10-K, we will provide disclosure on the progress and proposed timing to
convert our PUDs to proved developed reserves and if any of those PUDs will take over five years to convert.

 Exhibit 99.1

Comment 3: We note the statement on page 1 of the report relating to the properties located in Gabon and on page 1 of the report relating to
the properties located in the U.S. that “the estimates in this report have been prepared in accordance with the definitions and regulations of the U.S. Securities and Exchange Commission (SEC) and, with the exception of the exclusion of future
income taxes, conform to the FASB Accounting Standards Codification Topic 932, Extractive Industries – Oil and Gas.” The report further states that the “definitions are presented immediately following this letter.” We note the
information relating to the definitions used in the preparation of the report is not included as part of Exhibit 99.1. Please confirm that the referenced information will be presented in reports filed with your future Exchange Act filings.

 Response: The non-inclusion of the definitions used in the preparation of the
report was an oversight on our part. For completeness, we have attached to this letter the omitted definitions information. Attachment 1 contains the definitions of oil and gas reserves pertaining to the properties located in Gabon and Attachment 2
contains the definitions of oil and gas reserves pertaining to the properties located in the U.S.

 We confirm that the referenced information
will be presented in reports filed with our future Exchange Act filings.

 Please let us know if we have not adequately responded to the
comments or if you have further comments. My direct phone number is: 713 212-1034.

Sincerely,

/s/ Gregory R. Hullinger

 Gregory R. Hullinger,

 Chief
Financial Officer

 Attachments

 1. Definitions of Oil and Gas Reserves (pertaining to properties in Gabon)

 2.
Definitions of Oil and Gas Reserves (pertaining to properties in U.S.)

 ATTACHMENT 1

 DEFINITIONS OF OIL AND GAS RESERVES

 Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)

 The following definitions are set forth in U.S. Securities and Exchange Commission (SEC) Regulation S-X
Section 210.4-10(a). Also included is supplemental information from (1) the 2007 Petroleum Resources Management System approved by the Society of Petroleum Engineers, (2) the FASB Accounting Standards Codification Topic 932,
Extractive Activities—Oil and Gas, and (3) the SEC’s Compliance and Disclosure Interpretations.

 (1) Acquisition of
properties. Costs incurred to purchase, lease or otherwise acquire a property, including costs of lease bonuses and options to purchase or lease properties, the portion of costs applicable to minerals when land including mineral rights is
purchased in fee, brokers’ fees, recording fees, legal costs, and other costs incurred in acquiring properties.

 (2) Analogous
reservoir. Analogous reservoirs, as used in resources assessments, have similar rock and fluid properties, reservoir conditions (depth, temperature, and pressure) and drive mechanisms, but are typically at a more advanced stage of development
than the reservoir of interest and thus may provide concepts to assist in the interpretation of more limited data and estimation of recovery. When used to support proved reserves, an “analogous reservoir” refers to a reservoir that shares
the following characteristics with the reservoir of interest:

(i)
Same geological formation (but not necessarily in pressure communication with the reservoir of interest);

(ii)
Same environment of deposition;

(iii)
Similar geological structure; and

(iv)
Same drive mechanism.

 Instruction to
paragraph (a)(2): Reservoir properties must, in the aggregate, be no more favorable in the analog than in the reservoir of interest.

 (3)
Bitumen. Bitumen, sometimes referred to as natural bitumen, is petroleum in a solid or semi-solid state in natural deposits with a viscosity greater than 10,000 centipoise measured at original temperature in the deposit and atmospheric
pressure, on a gas free basis. In its natural state it usually contains sulfur, metals, and other non-hydrocarbons.

 (4) Condensate.
Condensate is a mixture of hydrocarbons that exists in the gaseous phase at original reservoir temperature and pressure, but that, when produced, is in the liquid phase at surface pressure and temperature.

(5) Deterministic estimate. The method of estimating reserves or resources is called deterministic when a single value for each parameter (from
the geoscience, engineering, or economic data) in the reserves calculation is used in the reserves estimation procedure.

 (6) Developed oil
and gas reserves. Developed oil and gas reserves are reserves of any category that can be expected to be recovered:

(i)
Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new
well; and

(ii)
Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

 Supplemental definitions from the 2007 Petroleum Resources Management System:

Developed Producing Reserves – Developed Producing Reserves are expected to be recovered from completion intervals that are open
and producing at the time of the estimate. Improved recovery reserves are considered producing only after the improved recovery project is in operation.

 Developed Non-Producing Reserves – Developed Non-Producing Reserves include shut-in and behind-pipe Reserves. Shut-in Reserves are expected to be recovered from (1) completion intervals which
are open at the time of the estimate but which have not yet started producing, (2) wells which were shut-in for market conditions or pipeline connections, or (3) wells not capable of production for mechanical reasons. Behind-pipe Reserves
are expected to be recovered from zones in existing wells which will require additional completion work or future recompletion prior to start of production. In all cases, production can be initiated or restored with relatively low expenditure
compared to the cost of drilling a new well.

 (7) Development costs. Costs incurred to obtain access to proved reserves and to
provide facilities for extracting, treating, gathering and storing the oil and gas. More specifically, development costs, including depreciation and applicable operating costs of support equipment and facilities and other costs of development
activities, are costs incurred to:

(i)
Gain access to and prepare well locations for drilling, including surveying well locations for the purpose of determining specific development drilling sites, clearing
ground, draining, road building, and relocating public roads, gas lines, and power lines, to the extent necessary in developing the proved reserves.

 DEFINITIONS OF OIL AND GAS RESERVES

 Adapted from U.S. Securities and Exchange Commission Regulation S-X Section 210.4-10(a)

(ii)
Drill and equip development wells, development-type stratigraphic test wells, and service wells, including the costs of platforms and of well equipment such as casing,
tubing, pumping equipment, and the wellhead assembly.

(iii)
Acquire, construct, and install production facilities such as lease flow lines, separators, treaters, heaters, manifolds, measuring devices, and production storage
tanks, natural gas cycling and processing plants, and central utility and waste disposal systems.

(iv)
Provide improved recovery systems.

 (8)
Development project. A development project is the means by which petroleum resources are brought to the status of economically producible. As examples, the development of a single reservoir or field, an incremental development in a producing
field, or the integrated development of a group of several fields and associated facilities with a common ownership may constitute a development project.

 (9) Development well. A well drilled within the proved area of an oil or gas reservoir to the depth of a stratigraphic horizon known to be productive.

(10) Economically producible. The term economically producible, as it relates to a resource, means a resource which generates revenue that
exceeds, or is reasonably expected to exceed, the costs of the operation. The value of the products that generate revenue shall be determined at the terminal point of oil and gas producing activities as defined in paragraph (a)(16) of this section.

 (11) Estimated ultimate recovery (EUR). Estimated ultimate recovery is the sum of reserves remaining as of a given date and cumulative
production as of that date.

 (12) Exploration costs. Costs incurred in identifying areas that ma

December 1 7, 2012

Via E-mail
Gregory R. Hullinger
Chief Financial Officer
VAALCO Energy, Inc.
4600 Post Oak Place , Suite 300
Houston, TX 7702 7

Re: VAALCO Energy, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed March 12 , 2012
File No. 001-32167

Dear Mr. Hullinger :

We have reviewed your filing an d 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 within ten business days 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 circumstances 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 commen ts.

Form 10 -K for Fiscal Year Ended December 31, 2011

Properties, page 27

Proved Undeveloped Reserves, page 31

1. We note on page 31 you state “the Company had 2,194 MBbls and 1,069 MMcf of PUDs
at December 31, 2011, compared with 1,894 MBbl s of PUDs at December 31, 2010.”  It
does not appear that you provide an explanation for the changes in your proved
undeveloped reserves here or elsewhere in your filing on Form 10 -K.  Furthermore, other
than noting “the Company did not convert any PUD’s t o proved developed reserves in
2011,” it is not clear whether you made any investments or other progress during the year
to convert your proved undeveloped reserves to developed reserves.  Please expand your
disclosure to provide more specific detail regar ding your proved undeveloped reserves as
required under Items 1203(b) and 1203(c) of Regulation S -K.

Gregory R. Hullinger
VAALCO Energy, Inc.
December 1 7, 2012
Page 2

 2. We note on page 31 you state “generally, the Company’s PUDs are converted to proved
developed reserves within five years of the date they are first booked as PUDs.”  You
also state “the Company did not convert any PUD’s to proved developed reserves in
2011.”  For purposes of determining the five year period, Item 1203(d) of Regulation S -K
identifies the initial disclosure and date thereof as the starting reference date.  With a
view toward disclosure, p lease tell us if any of the proved undeveloped reserves  you
disclose  as of December 31, 2011 will take more than five years since initial disclosure to
develop.

Exhibit 99.1

3. We note the statement  on page 1 of the report relating to the properties located in Gabon
and on page 1 of the report relating to the propertie s located in the U.S. that “the
estimates in this report have been prepared in accordance with the definitions and
regulations of the U.S. Securities and Exchange Commission (SEC) and, with the
exception of the exclusion of future income taxes, conform to the FASB Accounting
Standards Codification Topic 932, Extractive Activities —Oil and Gas.”  The report
further state s that the “definitions are presented immediately following this letter.”  We
note the information relating to the definitions used in the pr eparation of the report is not
included as part of Exhibit 99.1.  Please confirm that the referenced information  will be
presented in reports filed with your future Exchange Act filings .

Closing Comments

We urge all persons who are responsible for the ac curacy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all fac ts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the 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 as sert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Gregory R. Hullinger
VAALCO Energy, Inc.
December 1 7, 2012
Page 3

 You may contact John Hodgin, Petroleum Engineer, at (202) 551 -3699 if you have
questions regarding engineering comments.  Please contact Ethan Horowitz, Accounting Branch
Chief, at  (202) 551 -3311 with any other questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        December 4, 2007

Mr. W. Russell Scheirman
Chief Financial Officer and President VAALCO Energy, Inc. 4600 Post Oak Place, Suite 309 Houston, Texas 77027
 Re: VAALCO Energy, Inc.
  Form 10-K for Fiscal Year Ended December 31, 2006
Filed March 7, 2007 File No. 001-32167

 Dear Mr. Scheirman:
We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.            S i n c e r e l y ,             Jill S. Davis         B r a n c h  C h i e f

CORRESP
1
filename1.htm

Correspondence

 VAALCO Energy, Inc.

 4600 Post Oak Place Suite 309

 Houston, Texas 77027

 Tel: (713) 623-0801 Fax: (713) 623-0982

 VIA EDGAR AND HAND DELIVERY

 October 19, 2007

 United States Securities and Exchange Commission

 Division of Corporate Finance

 Mail Stop 7010

 100 F Street, NE

 Washington, D.C. 20549-7410

Attn:
Ms. Jill S. Davis

Branch Chief

RE:
VAALCO Energy, Inc.

Form 10-K for Fiscal Year Ended December 31, 2006

Filed March 7, 2007

Form 10-Q for Fiscal Quarter Ended June 30, 2007

Filed August 9, 2007

File No. 001-32167

 Ladies and Gentlemen:

 Set forth below are the responses of VAALCO to your comments with respect to the above mentioned filings set forth in a letter dated September 27, 2007. For your
convenience we have repeated each of your comments set forth in the letter and followed each comment with VAALCO’s response. VAALCO is providing to you supplementally certain proposed revisions to the Form 10-K for the year ended
December 31, 2006 and the Form 10-Q for the Fiscal Quarter Ended June 30, 2007 (Exhibit A). In addition the Company is providing you with proposed revisions to the Supplemental Information on Oil and Gas Producing Activities for future
Form 10-K filings (Exhibit B). VAALCO will file an amendment to the Form 10-K and Form 10-Q upon resolution of your comments.

 Form 10-K for the Fiscal
Year Ended December 31, 2006

 Controls and Procedures, page 31

1.
 We note your certifying officers concluded that your disclosure controls and procedures were effective as of December 31, 2006. However, we also note your risk
factor disclosed on page 13 which indicates that “A control system, no matter

how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met;” and that
“an evaluation of controls can provide only reasonable assurance that all material control issues and instances of fraud, if any, in our company have been detected.” Please confirm, if true, that your disclosure controls and procedures are
designed to provide reasonable assurance of achieving their objectives and that your relevant officers have concluded that your disclosure controls and procedures are effective at the reasonable assurance level or otherwise advise and so state.
Please also revise your conclusion as to effectiveness of your disclosure controls and procedures, if necessary, to ensure that the reader understands their effectiveness is based upon the reasonable assurance level. This comment also applies to
your Form 10-Q for the fiscal quarter ended June 30, 2007.

 Response: The Company confirms that its disclosure controls and
procedures are designed to provide reasonable assurance of achieving their objectives. As stated in the Company’s annual report on Form 10-K for the year ended December 31, 2006 and its quarterly report on Form 10-Q for
the quarter ended June 30, 2007, the Company’s chief executive officer and chief financial officer have concluded that the disclosure controls were effective as of the end of such periods.

 In addition, the Company proposes revising this disclosure as requested in its 2007 10-K and in any future relevant filings as follows, if true (revisions
underlined):

 The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance that
information required to be disclosed by the Company in the reports it file or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and
forms, and that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required
disclosure. The Company’s management, including the Company’s principal executive officer and principal financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Company’s principal executive officer and principal financial
officer have concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q. There were no changes in the Company’s internal controls over financial
reporting that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

 Statement of Consolidated Cash Flows, page F-6

2.
 We note you have presented exploration costs as a reconciling component of cash flows from operations and that the amount of the reconciling item agrees to the

amount of exploration expense reported on your statement of operations. Please revise the caption to clarify the exact nature of these costs and provide us
with a schedule that details the components of this line item for each period reported. Please refer to Item II.F.8.b of the Division of Corporate Finance: Frequently Requested Accounting and Financial Reporting Interpretations and Guidance which
can be located at:

 http://www.sec.gov/divisions/corpfin/guidance/cfactfaq.htm#P374_86706

 Response: Below is a schedule detailing VAALCO’s exploration costs for the first half of 2007 and for 2006, 2005 and 2004.

 Schedule of exploration expenses, including dry holes

 ($ millions)

 Item

Six months ending
June 30, 2007

2006

2005

2004

 Dry hole costs

—

—

$
2.4

—

 Seismic acquisition and processing

$
4.8

$
1.1

—

—

 Geologic and geophysical costs

$
0.7

$
1.6

$
0.3

$
0.3

 Total exploration expenses

$
5.5

$
2.7

$
2.7

$
0.3

 We note that the SEC has provided guidance that the seismic acquisition and processing, and geologic and
geophysical costs should not have been classified as cash outflows from investing activities in the cash flow statement. However in reviewing the guidance in Staff Accounting Bulletin 99, Materiality, we believe the amounts for
2006, 2005 and 2004 are immaterial to our financial statements taken as a whole. Specifically, we note that from a quantitative standpoint, the correction would reduce cash flows from operations by approximately 4%, 1% and 1% for the years ending
December 31, 2006, 2005 and 2004, respectively. From a qualitative standpoint we note that this misstatement has no impact on net income or earnings per share, does not alter or mask a trend in our cash flows, does not affect our compliance
with loan covenants or other contractual requirements, does not impact management’s compensation and does not conceal any unlawful transactions. Therefore, we propose to make this correction in our Annual Report on Form 10-K for the year ending
December 31, 2007.

 However for 2007 interim periods, we note the amount is
quantitatively significant, and as such we plan to amend our 1st and 2nd quarter 2007 Form 10-Qs to correct the classification of such amounts.

 Exhibits 31.1 and 31.2

3.
 We note that paragraph 4 in your certification does not contain the second half of the statement pertaining to your responsibility concerning internal control over
financial reporting. Please refer to Item 601(b)(31)(i) of Regulation S-K for the

exact text of the required Section 302 certifications and amend your exhibits as appropriate. This comment also applies to your Form 10-Q for the fiscal
quarter ended June 30, 2007.

 Response: We have complied with this comment. Please see the revised certificates provided with
this response (Exhibit A), which we intend to file in amendments to our Form 10-K for the year ended December 31, 2006 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.

 Engineering Comments

 General

4.
Please provide us with a copy of your reserve report as of December 31, 2006. Please provide this on electronic media, such as CD-ROM, if possible. If possible, please provide
this on CD ROM. If you would like this information to be returned to you, please follow the guidelines in Rule 418(b) of Regulation C.

 Response: A copy of the Company’s reserve report will be mailed to you on CD ROM under separate cover.

 Risk Factors, page 9

5.
It is our understanding that the African region in which you operate has had a recent history of border disputes. Please revise your document to include a risk factor that addresses
this risk. Include disclosure of how this risk may have affected you in the past and could affect you in the future. Alternatively, tell us why you do not believe this is a risk.

 Response: None of the Company’s concessions is adjacent to any country border, so the Company does not believe it has a material risk at this time.

 Properties, page 14

 Gabon, page 14

6.
Please tell us if you have attributed proved reserves to be recovered after any of your production licenses expire.

 Response: The Company is not carrying any proved reserves to be recovered after the production licenses on its acreage expire.

 Supplemental Information on Oil and Gas Producing Activities, page F-24

 Proved Reserves, pages F-25

7.
We note that you report significant additions of reserves in 2004 and 2006 and significant revisions of reserves in 2006. Please revise your document to disclose explanations for
all the significant reserve changes reported in your reserve table. Refer to paragraph 11 of SFAS 69. Additionally please revise your line item caption Additions, to conform to the types of increases in reserves specifically referred to in paragraph
11 of SFAS 69.

 Response: The Company notes that it has disclosed explanations for significant reserve changes on page F-26 of our Form
10-K for the year ended December 31, 2006. The Company proposes to enhance this disclosure and revise its line item captions in its 2007 Form 10-K filing and future relevant filings as shown on the attached markup of page F-25. (Exhibit B).

 Standardized Measure of Discounted Future Net Cash Flows Related to Proved Oil Reserves, page F-26

8.
Please tell us why your total estimated future production costs are approximately 33% lower than the previous year.

 Response: The revisions to proved reserves in 2006 were due primarily to a shorter economic life of the proven properties (from 2017 to 2013), thereby reducing the
operating expenses for the properties due to the elimination from the projections of operating expenses in years 2014 to 2017. The economic life of the proven reserves was shortened due to higher oilfield service costs.

 In connection with responding to the Staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) with respect to
the above mentioned filings set forth in a letter dated September 27, 2007, VAALCO Energy, Inc. acknowledges that

•

 VAALCO 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

•

 VAALCO may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 If you have any questions with regard to this response, please contact either myself at (713-499-1463) or our legal counsel
Mr. Bill Nelson with Haynes and Boone at (713-547-2084)

Sincerely yours,

/s/ W. Russell Scheirman

W. Russell Scheirman

President and Chief Financial Officer

 Exhibit A - Marked Copy of Revised Certificate in response to Item 3 (revised text underlined)

 Exhibit 31.1

 I, Robert L. Gerry,
III, certify that:

(1)
I have reviewed this annual report on Form 10-K of VAALCO Energy, Inc.;

(2)
Based on my knowledge, this 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 report;

(3)
Based on my knowledge, the financial statements, and other financial information included in this 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 report;

(4)
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and 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 report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this 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 quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the 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 (or persons performing the equivalent functions):

(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 October 19, 2007

/s/ Robert L. Gerry, III

Robert L. Gerry, III

Chief Executive Officer

 Exhibit A (continued) - Marked Copy of Revised Certificate in response to Item 3

 Exhibit 31.2

 I, W. Russell
Scheirman, certify that:

(1)
I have reviewed this annual report on Form 10-K of VAALCO Energy, Inc.;

(2)
Based on my knowledge, this 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 report;

(3)
Based on my knowledge, the financial statements, and other financial information included in this 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 report;

(4)
The registrant’s other certifying officer(s) and I are responsible for establish

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        September 27, 2007

Mr. W. Russell Scheirman
Chief Financial Officer and President VAALCO Energy, Inc. 4600 Post Oak Place, Suite 309 Houston, Texas 77027
 Re: VAALCO Energy, Inc.
  Form 10-K for Fiscal Year Ended December 31, 2006
Filed March 7, 2007
  Form 10-Q for Fiscal Quarter Ended June 30, 2007
Filed August 9, 2007
  File No. 001-32167

 Dear Mr. Scheirman:
We have reviewed your filings and have the following comments.  We have
limited our review of your filings to those issues we have addressed in our comments. Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.     Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. W. Russell Scheirman
VAALCO Energy, Inc.
September 27, 2007 Page 2

Form 10-K for the Fiscal Year Ended December 31, 2006
 Controls and Procedures, page 31

 1. We note your certifying officers concluded that your disclosure controls and procedures were effective as of December 31, 2006.  However, we also note your risk factor disclosed on page 13 which indicates that “A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met;” and that “an evaluation of controls can provide only reasonable assurance that all material control issues and instances of fraud, if any, in our company have been detected.”  Please confirm, if true, that your disclosu re controls and procedures are designed
to provide reasonable assurance of achieving their objectives and that your relevant officers have concluded that your disclosure controls and procedures are effective at the reasonable assurance level or otherwise advise and so state.  Please also revise your conclusion as to effectiveness of your disclosure controls and procedures, if necessary, to ensure that the reader understands their effectiveness is based upon the reasonable assurance level.  This comment also applies to your Form 10-Q for the fiscal quarter ended June 30, 2007.
 Statements of Consolidated Cash Flows, page F-6

 2. We note you have presented exploration costs as a reconciling component of cash flows from operations and that the amount of the reconciling item agrees to the amount of exploration expense reported on your statement of operations.  Please revise the caption to clarify the exact nature of these costs and provide us with a schedule that details the components of this line item for each period reported.  Please also refer to Item II.F.8.b of the Division of Corporation Finance: Frequently Requested Accounting and Financial Reporting Interpretations and Guidance which can be located at: http://www.sec.gov/divisions/corpf in/guidance/cfactfaq.htm#P374_86706
.
 Exhibits 31.1. and 31.2

 3. We note that paragraph 4 in your certification does not contain the second half of the statement pertaining to your responsibility concerning internal control over financial reporting.  Please refer to Item 601(b)(31)(i) of Regulation S-K for the exact text of the required Section 302 certifications and amend your exhibits as appropriate.  This comment also applies to your Form 10-Q for the fiscal quarter ended June 30, 2007.

Mr. W. Russell Scheirman
VAALCO Energy, Inc.
September 27, 2007 Page 3

Engineering Comments
 General

 4. Please provide us with a copy of your reserve report as of December 31, 2006.  Please provide this on electronic media, such as CD-ROM, if possible.  If possible, please provide this on CD ROM.  If you would like this information to be returned to you, please follow the guidelines in Rule 418(b) of Regulation C.
 Risk Factors, page 9

 5. It is our understanding that the African region in which you operate has had a recent history of border disputes. Please revise your document to include a risk factor that addresses this risk.  Include disclosure of how this risk may have affected you in the past and could affect you in the future.  Alternatively, tell us why you do not believe this is a risk.
 Properties, page 14

 Gabon, page 14

 6. Please tell us if you have attributed proved reserves to be recovered after any of your production licenses expire.
 Supplemental Information on Oil and Gas Producing Activities, page F-24

 Proved Reserves, page F-25

 7. We note that you report significant additions of reserves in 2004 and 2006 and significant revisions of reserves in 2006.  Please revise your document to disclose explanations for all of the significant reserve changes reported in your reserve table.  Refer to paragraph 11 of SFAS 69.  Additionally please revise your line item caption Additions, to conform to the types of increases in reserves specifically referred to in paragraph 11 of SFAS 69.
 Standardized Measure of Discounted Future Net Cash Flows Related to Proved Oil
Reserves, page F-26
 8. Please tell us why your total estimated future production costs are approximately 33% lower than the previous year.

Mr. W. Russell Scheirman
VAALCO Energy, Inc.
September 27, 2007 Page 4

Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our 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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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.     In connection with responding to our comments, please provide, in writing, a 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 proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Mr. W. Russell Scheirman
VAALCO Energy, Inc. September 27, 2007 Page 5

You may contact Jennifer O’Brien at (202) 551-3721 if you have questions
regarding comments on the financial statements and related matters.  You may contact James Murphy, Petroleum Engineer, at (202) 551-3703 with questions about engineering comments.  Please contact me at (202) 551-3740 with any other questions.                   S i n c e r e l y ,             Jill S. Davis         B r a n c h  C h i e f