UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4) ____________________________________________________________ 1. Name of Reporting Person The 1818 Fund II, L.P. S.S. or I.R.S. Identifica- tion No. of Above Person ____________________________________________________________ 2. Check the Appropriate Box (a) 1 if a Member of a Group (b) 0 ____________________________________________________________ 3. S.E.C. Use Only ____________________________________________________________ 4. Citizenship or Place of Organization Delaware ____________________________________________________________ Number of Shares (5) Sole Voting Power 0 Beneficially (6) Shared Voting Power 36,513,441 Owned by Each (7) Sole Dispositive Power 0 Reporting Person (8) Shared Dispositive Power 36,513,441 ____________________________________________________________ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 36,513,441 ____________________________________________________________ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ______ ____________________________________________________________ 11. Percent of Class Represented by Amount in Row 9 62.2% ____________________________________________________________ 12. Type of Reporting Person PN ____________________________________________________________ ____________________________________________________________ 1. Name of Reporting Person Brown Brothers Harriman & Co. S.S. or I.R.S. Identifica- tion No. of Above Person ____________________________________________________________ 2. Check the Appropriate Box (a) 1 if a Member of a Group (b) 0 ____________________________________________________________ 3. S.E.C. Use Only ____________________________________________________________ 4. Citizenship or Place of Organization New York ____________________________________________________________ Number of Shares (5) Sole Voting Power 0 Beneficially (6) Shared Voting Power 36,513,441 Owned by Each (7) Sole Dispositive Power 0 Reporting Person (8) Shared Dispositive Power 36,513,441 ____________________________________________________________ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 36,513,441 ____________________________________________________________ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ______ ____________________________________________________________ 11. Percent of Class Represented by Amount in Row 9 62.2% ____________________________________________________________ 12. Type of Reporting Person BK ____________________________________________________________ ____________________________________________________________ 1. Name of Reporting Person T. Michael Long (in the capacity described herein) S.S. or I.R.S. Identifica- tion No. of Above Person ____________________________________________________________ 2. Check the Appropriate Box (a) 1 if a Member of a Group (b) 0 ____________________________________________________________ 3. S.E.C. Use Only ____________________________________________________________ 4. Citizenship or Place of Organization United States ____________________________________________________________ Number of Shares (5) Sole Voting Power 0 Beneficially (6) Shared Voting Power 36,513,441 Owned by Each (7) Sole Dispositive Power 0 Reporting Person (8) Shared Dispositive Power 36,513,441 ____________________________________________________________ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 36,513,441 ____________________________________________________________ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ______ ____________________________________________________________ 11. Percent of Class Represented by Amount in Row 9 62.2% ____________________________________________________________ 12. Type of Reporting Person IN ____________________________________________________________ ____________________________________________________________ 1. Name of Reporting Person Lawrence C. Tucker (in the capacity described herein) S.S. or I.R.S. Identifica- tion No. of Above Person ____________________________________________________________ 2. Check the Appropriate Box (a) 1 if a Member of a Group (b) 0 ____________________________________________________________ 3. S.E.C. Use Only ____________________________________________________________ 4. Citizenship or Place of Organization United States ____________________________________________________________ Number of Shares (5) Sole Voting Power 0 Beneficially (6) Shared Voting Power 36,513,441 Owned by Each (7) Sole Dispositive Power 0 Reporting Person (8) Shared Dispositive Power 36,513,441 ____________________________________________________________ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 36,513,441 ____________________________________________________________ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ______ ____________________________________________________________ 11. Percent of Class Represented by Amount in Row 9 62.2% ____________________________________________________________ 12. Type of Reporting Person IN ____________________________________________________________ Item 1. (a) Name of Issuer VAALCO Energy, Inc. (b) Address of Issuers Principal Executive Offices 4600 Post Oak Place, Suite 309, Houston, TX 77027 Item 2. (a) Names of Persons Filing (i) The 1818 Fund II, L.P. (?Fund?); (ii) Brown Brothers Harriman & Co. (?BBH&Co.? and general partner of the Fund); (iii) T. Michael Long (?Long?); (iv) Lawrence C. Tucker (?Tucker?). (b) Address of Principal Business Office 140 Broadway New York, New York 10005 (c) Citizenship Fund - a Delaware limited partnership BBH&Co. - a New York limited partnership Long - United States Tucker ? United States (d) Title of Class of Securities Common Stock, par value $0.01 per share (the Common Stock or Shares) (e) CUSIP Number 91851C201 Item 3. This statement is not filed pursuant to either Rule 13d-1(b)or 13d-2(b)or (c). Item 4. Ownership. (a) Amount Beneficially Owned: As of December 31, 2004, the Fund was deemed the holder of 36,513,441 shares of Common Stock. Outright holdings of common stock were 12,929,191. In addition 6,667 convertible preferred (convertible in to 18,334,250 common shares) and warrants for 5,250,000 common shares are owned. In accordance with Rule 13d-3(d) promulgated under the Securities Exchange Act of 1934, as amended, the fund is deemed to own 36,513,441 shares of common stock, assuming conversion of preferred, and warrant exercise, which would result in issuance of additional common shares. Percentage of holdings is based upon the 58,668,747 outstanding diluted shares reported on VAALCO's 9/30/2004 10QSB. By virtue of BBH& Co.?s relationship with the Fund, BBH&Co. may be deemed to beneficially own, pursuant to Rule 13d-3 of the Act, 12,929,191 Shares. By virtue of the resolution adopted by BBH&Co. designating Long and Tucker, or either of them, as the sole and exclusive partners of BBH&Co. having voting power (including the power to vote or to direct the vote) and investment power (including the power to dispose or to direct the disposition) with respect to the Shares, each of Long and Tucker may be deemed to beneficially own outright, pursuant to Rule 13d-3 of the Act, 12,929,191 Shares. In addition 6,667 convertible preferred (convertible in to 18,334,250 common shares) and warrants for 5,250,000 common shares are owned In accordance with Rule 13d-3(d) promulgated under the Securities Exchange Act of 1934, as amended, the fund is deemed to own 36,513,441 shares of common stock, assuming conversion of preferred, and warrant exercise, which would result in issuance of additional common shares. (b) Percent of Class: For each of the Fund, BBH & Co., Long and Tucker, approximately 62.2% based on the number of shares of Common Stock outstanding as reported in the Issuer?s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004. Number of shares as to which the persons filing have: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 36,513,441 Shares (iii) Sole power to dispose or to direct the disposition: 0 (iv) Shared power to dispose or to direct the disposition: 36,513,441 Shares Item 5. Ownership of Five Percent or Less of a Class Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person Not applicable. Item 7. Identification and Classification of Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person Not applicable. Item 8. Identification and Classification of Members of the Group See Item 4. Item 9. Notice of Dissolution of Group Not applicable. Item 10. Certification ?By signing below I certify that, to the best of my knowledge and belief the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.? SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated as of February 4, 2005 THE 1818 FUND II, L.P. By: Brown Brothers Harriman & Co., its General Partner By: /s/ Lawrence C. Tucker Name: Lawrence C. Tucker Title: Partner BROWN BROTHERS HARRIMAN & CO. By: /s/ Lawrence C. Tucker Name: Lawrence C. Tucker Title: Partner /s/ Lawrence C. Tucker Lawrence C. Tucker /s/ T. Michael Long T. Michael Long