EXHIBIT 4.1
RESTATED CERTIFICATE OF INCORPORATION
OF
VAALCO ENERGY, INC.
(Originally incorporated February 28, 1989
under the name Gladstone Resources Ltd.)

ARTICLE ONE

The name of the corporation is VAALCO Energy, Inc.

ARTICLE TWO

The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle, Delaware. The name of its registered agent at such address is The
Corporation Trust Company.

ARTICLE THREE

The purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.

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 additional to
the voting rights provided by law, and the terms of such voting rights;

(d) Whether that series shall have conversion privileges, and, if so,
the term and conditions of such conversion, including provision for
adjustments 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.

ARTICLE FIVE

SECTION 1. NO WRITTEN BALLOT. Directors need not be elected by written
ballot unless required by the bylaws of the corporation.

SECTION 2. NUMBER, ELECTION AND TERMS OF DIRECTORS. Except as otherwise
fixed pursuant to the provisions of Article Four hereof relating to the rights
of the holders of any class or series of stock having a preference over the
Common Stock as to dividends or upon liquidation to elect additional directors
under specified circumstances, the number of directors of the corporation shall
be fixed from time to time by or pursuant to the bylaws; provided that such
number shall not be less than three nor more than fifteen. The directors, other
than those who may be elected by the holders of any class or series of stock
having preference over the Common Stock as to dividends or upon liquidation,
shall be classified, with respect to the time for which they severally hold
office, into three classes, each as nearly equal in number as possible, as shall
be provided in the manner specified in the bylaws, one class (Class I) to hold
office initially for a term expiring at the annual meeting of stockholders to be
held in 1994, another class (Class II) to hold office initially for a term
expiring at the annual meeting of stockholders to be held in 1995, and another
class (Class III) to hold office initially for a term expiring at the annual
meeting of stockholders to be held in 1996, with the members of each class to
hold office until successors are elected and qualified. At each annual meeting
of the stockholders of the corporation, the successors to the class of directors
whose term expires at that meeting shall be elected to hold office for a term
expiring at the annual meeting of stockholders to be held in the third year
following the year of their elections.

SECTION 3. REMOVAL OF DIRECTORS. Subject to the rights of any class or
series of stock having preference over the Common Stock as to dividends or upon
liquidation to elect additional directors under specified circumstances, any
director may be removed from office only for cause. Except as may otherwise be
provided by law, cause for removal shall be construed to exist only if: (a) the
director whose removal is proposed has been convicted of a felony by a court of
competent jurisdiction and such conviction is no longer subject to direct
appeal; (b) such director has been adjudicated by a court of competent
jurisdiction to be liable for gross negligence, recklessness or misconduct in
the performance of his or her duty to the corporation in a manner of substantial
importance to the corporation and such adjudication is no longer subject to
direct appeal; or (c) such director has been adjudicated by a court of competent
jurisdiction to be mentally incompetent, which mental incompetency directly
affects his or her ability as a director of the corporation, and such
adjudication is no longer subject to direct appeal. Any action for removal must
be brought within three months of the date on which such conviction or
adjudication is no longer subject to direct appeal.

SECTION 4. BYLAW AMENDMENTS. The Board of Directors shall have power to
make, alter, amend and repeal the bylaws (except so far as the bylaws adopted by
the stockholders shall otherwise provide). Any bylaws made by the Board of
Directors under the powers conferred hereby may be altered, amended or repealed
by the directors or by the stockholders. Notwithstanding the foregoing and
anything contained in this Certificate of Incorporation to the contrary, the
bylaws shall not be altered, amended or repealed by action of the stockholders
and no provision inconsistent therewith shall be adopted by the stockholders
without the affirmative vote of the holders of at least 66 2/3% of the voting
power of all the shares of the corporation entitled to vote generally in the
election of directors, voting together as a single class.

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SECTION 5. AMENDMENT, REPEAL, ETC. Notwithstanding anything contained in
this Certification of Incorporation to the contrary, the affirmative vote of the
holders of at least 66 2/3% of the voting power of the then outstanding shares
of capital stock of the corporation entitled to vote generally in the election
of directors ("Voting Stock"), voting together as a single class, shall be
required to alter, amend, adopt any provision inconsistent with, or repeal, this
Article Five or any provision thereof.

ARTICLE SIX

SECTION 1. VOTE REQUIRED FOR CERTAIN ACTIONS. In addition to any
affirmative vote required by law or this Certificate of Incorporation, unless
approved by a majority of the Continuing Directors (as hereinafter defined), the
affirmative vote of the holders of at least 80% of the Voting Stock, voting
together as a single class, shall be required for the approval or authorization
of (i) any merger or consolidation of the corporation with or into another
corporation, (ii) any share exchange with the corporation, (iii) the adoption of
any plan or proposal for the liquidation, dissolution or reorganization of the
corporation and (iv) any sale, lease or other disposition of all or
substantially all the assets of the corporation (on a consolidated basis). Such
affirmative vote shall be required notwithstanding the fact that no vote may be
required, or that a lesser percentage may be specified, by law or in any
agreement with any national securities exchange or otherwise.

SECTION 2. CONTINUING DIRECTORS. For purposes of this Article Six, the
term "Continuing Directors" shall mean (i) any member of the Board of
Directors of the corporation as of December 31, 1992, (ii) any new director who
is proposed to be a director of the corporation by a majority of the Continuing
Directors then on the Board of Directors of the corporation and (iii) any
successor of a Continuing Director who is recommended to succeed a Continuing
Director by majority of the Continuing Directors then on the Board of Directors
of the corporation.

SECTION 3. AMENDMENT. Notwithstanding any other provision of this
Certificate of Incorporation or the bylaws (and notwithstanding the fact that a
lesser percentage may be specified by law, this Certificate of Incorporation or
the bylaws), the affirmative vote of the holders of 80% or more of the
outstanding Voting Stock, voting together as a single class, shall be required
to amend or repeal, or adopt any provisions inconsistent with, this Article Six.

ARTICLE SEVEN

The corporation reserves the right to amend or repeal any provision
contained in this Certificate of Incorporation in the manner now or hereafter
prescribed by statute or by this Certificate of Incorporation. All rights
conferred upon stockholders herein are granted subject to this reservation.

ARTICLE EIGHT

No director shall personally be liable to the corporation or the
stockholders for monetary damages for any breach of his fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or the stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit. If the Delaware General Corporation Law or other applicable law is
amended after approval by the stockholders of this article to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law or such other applicable law, as so amended. Any repeal or
modification of this article by the stockholders shall not adversely affect any
right or protection of a director existing at the time of such repeal or
modification.

IN WITNESS WHEREOF, this Restated Certificate of Incorporation, which (i)
restates and integrates and does not further amend the provisions of the
Corporation's Certificate of Incorporation, as heretofore amended, and (ii)
except in accordance with Section 245 of the General Corporation Laws of the
State of Delaware, contains no discrepancy between the Corporation's Certificate
of Incorporation, as heretofore

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amended, and the provisions of this Restated Certificate of Incorporation,
having been duly adopted by the Board of Directors of the Corporation in
accordance with the provisions of Section 245 of the General Corporation Laws of
the State of Delaware, has been executed this 15th day of September, 1997 by W.
Russell Scheirman, its authorized officer.

/s/ W. RUSSELL SCHEIRMAN
Title: President

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