EXHIBIT 3.1

                              VAALCO ENERGY INC.

                           CERTIFICATE OF AMENDMENT
                                      TO
                          CERTIFICATE OF INCORPORATION

                        Pursuant to Section 242 of the
               General Corporation Law of the State of Delaware

      VAALCO Energy Inc. (the "Company"), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
does hereby certify:

      FIRST: That the Board of Directors of the Company, pursuant to a unanimous
written consent dated July 10, 1997, adopted the following resolution that set
forth certain amendments to the Certificate of Incorporation of the Company (the
"Certificate"):

                  RESOLVED, that the Board deems it advisable and in the best
interest of the Company that the number of authorized shares of the Company's
Common Stock, par value $0.10 per share (the "Common Stock"), be increased to
50,000,000 shares and that to effect such increase Article Four of the Company's
Certificate of Incorporation, as amended (the "Certificate of Incorporation"),
be amended to read in its entirety as follows:

                                 "ARTICLE FOUR

                  The aggregate number of shares which the corporation has
      authority to issue is 50,500,000, of which 50,000,000 shares shall be a
      class designated as Common Stock with a par value of $0.10 per share, and
      500,000 shares shall be a class designated as Preferred Stock with a par
      value of $25.00 per share. The Board of Directors is authorized, subject
      to limitations prescribed by law and the provisions of this Article Four,
      to provide for the issuance of shares of Preferred Stock in series, and,
      by filing a certificate pursuant to the applicable law of the State of
      Delaware, to establish from time to time the number of shares to be
      included in each such series, and to fix the designation, powers,
      preferences and rights of the shares of each series and the
      qualifications, limitations or restrictions thereof.

                  The authority of the Board with respect to each series shall
include, but not be limited to, determination of the following:

                        (a) The number of shares constituting that series and
the distinctive designation of that series;

                        (b) The dividend rate on the shares of that series,
whether dividends shall be cumulative, and if so, from which date or dates, and
the relative rights of priority, if any, of payment of dividends on shares of
that series;

                        (c) Whether that series shall have voting rights, in
addition to the voting rights provided by law, and, if so, the terms of such
voting rights;

                        (d) Whether that series shall have conversion
privileges, and, if so, the terms and conditions of such conversion, including
provision for adjustment of the conversion rate in such events as the Board of
Directors shall determine;

                        (e) Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such redemption, including
the date or date upon or after which they shall be redeemable, and the amount
per share payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;

                        (f) Whether that series shall have a sinking fund for
the redemption or purchase of shares of that series, and, if so, the terms and
amount of such sinking fund;

                        (g) The rights of the shares of that series in the event
of voluntary or involuntary liquidation, dissolution or winding up of the
corporation, and the relative rights of priority, if any, of payment of shares
of that series;

                        (h) Any other relative rights, preferences and
limitations of that series.

                  Dividends on outstanding shares of Preferred Stock shall be
paid or declared and set apart for payment before any dividends shall be paid or
declared and set apart for payment on the common shares with respect to the same
dividend period.

                  If upon any voluntary or involuntary liquidation, dissolution
      or winding up of the corporation, the assets available for distribution to
      holders of shares of Preferred Stock of all series shall be insufficient
      to pay such holders the full preferential amount to which they are
      entitled, then such assets shall be distributed ratably among the shares
      of all series of Preferred Stock in accordance with the respective
      preferential amounts (including unpaid cumulative dividends, if any)
      payable with respect thereto."

      SECOND: That in lieu of a special meeting and vote of stockholders,
certain holders of outstanding shares of Common Stock of the Company entitled to
vote on the amendments of the Certificate have given their written consent to
such amendments of the Certificate in accordance with the provisions of Section
228 of the General Corporation Law of the State of Delaware. Written notice has
been given as provided in such Section 228 to those stockholders of the Company
who have not so consented in writing.

      THIRD: That the aforesaid amendments to the Certificate were duly adopted
in accordance with the applicable provisions of Sections 242 and 228 of the
General Corporation Law of the State of Delaware.

      IN WITNESS WHEREOF, said Company has caused this certificate to be signed
by its undersigned duly authorized officer this ____ day of July, 1997.

                                    VAALCO ENERGY INC.




                                              Charles W. Alcorn, Jr.,
                                       Chairman and Chief Executive Officer