EXHIBIT 4.4

VAALCO ENERGY, INC.

AMENDMENTS TO BYLAWS, ADOPTED JANUARY 8, 1993

Article III, Section 1 of the Bylaws of the Company is amended to read in
its entirety as follows:

"Section 1. Except as otherwise fixed pursuant to the provisions of
Article Four of the certificate of incorporation 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 the directors and shall be
set forth in the notice of any meeting of stockholders held for the purpose
of electing directors; provided that such number shall not be less than
three nor more than fifteen."

Article III, Section 2 of the Bylaws of the Company is amended to read in
its entirety as follows:

"Section 2. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, or by
a sole remaining director. Any directors so chosen shall hold office for a
term expiring at the annual meeting of stockholders at which the term of
the class to which they have been elected expires and until their
successors are duly elected and shall qualify, unless sooner displaced. If
there are no directors in office, then an election of directors may be held
in the manner provided by statute. 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."

The first sentence of Article III, Section 5 of the Bylaws of the Company
is deleted and replaced in its entirety by the following:

"A meeting of the board of directors shall be held at the place of,
and immediately following, the annual meeting of stockholders and no notice
of such meeting shall be necessary to any newly elected directors to
legally constitute the meeting, provided a quorum shall be present."

A typographical error in the second sentence of Article VII, Section 5 of
the Bylaws of the Company is corrected so that such sentence reads as follows:

"The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article Vii shall continue as to a person who
has ceased to be a director, advisory director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person."

Article VII, Section 4 of the Bylaws of the Company is amended to read in
its entirety as follows:

"Section 4. Expenses, including attorneys' fees, incurred by a
director, advisory, director, officer, employee or agent in defending any
civil, criminal, administrative or investigative action, suit or proceeding
shall be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on
behalf of the director, advisory director, officer,
employee or agent to repay such amount if it shall ultimately be determined
that he or she is not entitled to be indemnified by the corporation
pursuant to this Article VII."

Article IX, Section 1 of the Bylaws of the Company is amended to read in
its entirety as follows:

"Section 1. 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 stockholder. Notwithstanding the
foregoing and anything contained in the 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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VAALCO ENERGY, INC.

AMENDMENT TO BYLAWS, ADOPTED FEBRUARY 9, 1998

Article III, Section 15 of the Bylaws of the Company is amended to read in
its entirety as follows:

"SECTION 15. Notwithstanding anything to the contrary contained
herein, the board of directors shall not take, approve or otherwise ratify
any of the following actions without the consent of at least a majority of
the directors constituting the entire board of directors, which majority
shall include at least one director elected by a class vote of the holders
of shares of Convertible Preferred Stock, Series A, par value $25.00 per
share (the "Preferred Stock"), of the corporation:

(i) other than equity securities of the corporation that may be
issued to employees, consultants or directors of the corporation
pursuant to a stock option plan or other employee benefit arrangement
approved by the board of directors (in accordance with this Section) or
upon conversion of the Preferred Stock, any issuance of or agreement to
issue any equity securities of the corporation or any subsidiary
thereof, or rights of any kind convertible into or exchangeable for any
equity securities of capital stock of the corporation or any subsidiary
thereof, or any option, warrant or other subscription or purchase right
with respect to equity securities of the corporation or any subsidiary
thereof;

(ii) the declaration of any dividend;

(iii) incur, assume, and/or refinance any indebtedness for
borrowed money (including letter of credit reimbursement obligations) of
the corporation or any of its subsidiaries;

(iv) adopt any employee stock option or similar plan;

(v) enter into any employment or consulting agreements or
arrangements with an aggregate payment amount exceeding $100,000 per
annum;

(vi) (x) any transaction of merger or consolidation of the
corporation or any subsidiary thereof with one or more Persons or (y)
any transaction of merger or consolidation of one or more Persons into
or with the corporation or any subsidiary thereof;

(vii) any sale, conveyance, exchange or transfer to another Person
of (x) the voting stock of the corporation or any subsidiary thereof or
(y) all or substantially all of the assets of the corporation or any
subsidiary thereof;

(viii) outside of the ordinary course of business, (x) any sale,
conveyance, exchange, transfer or lease or other disposition to another
Person of any material assets, rights or properties of the corporation
or any subsidiary thereof or (y) any purchase, lease or other
acquisition of any material assets, rights or properties of another
Person;

(ix) any expenditure by the corporation or any subsidiary thereof
in excess of $300,000, except if (a) such expenditure has been
explicitly identified and explicitly approved by the board of directors
of the corporation in the annual operating budget of the corporation or
otherwise, (b) such expenditure is a payment of the corporation or any
subsidiary thereof as a result of the receipt by the corporation or any
subsidiary thereof of an "Authorization for Expense" delivered to the
corporation or any subsidiary thereof by the operator of a joint venture
in which the corporation is a participant and the budget for such joint
venture was approved by the board of directors of the corporation or (c)
in the case of an emergency, an officer of the corporation believes, in
his best judgment, that such expenditure is required as a necessary and
proper measure for the protection of life, health, the environment and
property and such officer immediately notifies the board of directors of
the corporation of the details of such emergency and the measures taken
in connection therewith;

(x) form any corporation or entity, all of the shares or equity
interests of which are not owned by the corporation, directly or
indirectly;

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(xi) any material changes in accounting methods or policies of the
corporation or any subsidiary thereof;

(xii) any amendment, modification or restatement of the Restated
Certificate of Incorporation and By-laws of the corporation, or the
certificate of incorporation of any subsidiary of the corporation
(including, without limitation, a change in the number of directors
which constitute the corporation's board of directors) and any amendment
or modification of this Section 15;

(xiii) settle any claim, proceeding, arbitration or other action
involving the corporation if the corporation or any subsidiary thereof
would be required to pay an aggregate amount in excess of $50,000 in
connection with such settlement;

(xiv) approve or amend the annual operating budget of the
corporation;

(xv) take any other action which is other than in the ordinary
course of its business; and

(xvi) agree to take any of the foregoing actions.

For the purposes of this Section 15, "Person" shall mean any
individual, corporation, partnership, limited liability company, firm,
joint venture, association, joint stock company, trust, unincorporated
organization, governmental authority or other entity."

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