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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
 Ron Bain
FirstName  LastNameRon
VAALCO Energy,    Inc. Bain
Comapany
May        NameVAALCO Energy, Inc.
     16, 2023
May 16,
Page 2 2023 Page 2
FirstName LastName
         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.
 Ron Bain
VAALCO Energy, Inc.
May 16, 2023
Page 3


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