EXHIBIT 4.2
CERTIFICATE OF AMENDMENT OF
THE CERTIFICATE OF INCORPORATION
OF VAALCO ENERGY INC.

VAALCO Energy Inc., a Delaware corporation (the "Corporation"), does
hereby certify:

I. That at a meeting of the Board of Directors of the Corporation,
resolutions were duly adopted setting forth a proposed amendment to the
Certificate of Incorporation of the Corporation, declaring the amendment to
be advisable and calling a meeting of stockholders of the Corporation for
consideration thereof. The resolution setting forth the proposed amendment
is as follows:

"RESOLVED FURTHER, that to increase the authorized shares of the
Corporation's Common Stock from 50,000,000 shares to 100,000,000 shares
the Certificate of Incorporation of the Corporation shall be amended by
deleting the first paragraph of Article Four and substituting thereof
the following as the first paragraph of Article Four:

The aggregate number of shares which the Corporation has authority to
issue is 100,500,000 of which 100,000,000 shares shall be a class
designated as Common Stock with a par value of $.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."

II. That pursuant to resolutions of its Board of Directors, a meeting
of the stockholders of said Corporation was duly called and held on June
24, 1998, upon notice and in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary
number of shares as required by statute were voted in favor of the
amendment.

III. That said amendment was duly adopted and in accordance with
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

IN WITNESS WHEREOF, VAALCO Energy Inc. has caused this Certificate to be
signed by W. Russell Scheirman, an authorized officer, this 24th day of June,
1998.

VAALCO Energy, Inc.
/s/ W. RUSSELL SCHEIRMAN
W. Russell Scheirman, President, Chief
Financial Officer and Director