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                      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