WARRANT GRANTED TO W.E. PRITCHARD, III 09/01/96

Exhibit 99.2


No. W-003 For the Purchase of 250,000 Shares

This Warrant has not been registered under the Securities Act of 1933
or the laws of any state and may not be transferred in the absence of
(a) an effective registration statement for this Warrant under the
Securities Act of 1933 and applicable state laws or (b) an opinion of
counsel satisfactory to the Company that such registration is not
required. This Warrant is subject to other limitations on transfer.

FORM OF STOCK PURCHASE WARRANT TO PURCHASE
SHARES OF COMMON STOCK OF VAALCO ENERGY, INC.

This certifies that for value received, William E. Pritchard, III, or
registered assigns (the "Holder"), is entitled, subject to the terms and
conditions of this Warrant, at anytime or from time to time during the Exercise
Period (as hereinafter defined), to purchase up to 250,000 shares of common
stock, $0.10 par value ("Common Stock"), of VAALCO Energy, Inc. a Delaware
corporation (the "Company") (the shares of Common Stock issuable upon exercise
of this Warrant being referred to herein as the "Warrant Shares"). This Warrant
is issued in conjunction with the Employment Agreement, dated effective
September 1, 1996, between the Holder and the Company.

1. Form of Election.

The form of election to purchase shares of Common Stock (the
"Form of Election") shall be substantially as set forth in
Exhibit A attached hereto. The price per Warrant Share and the
number of Warrant Shares issuable upon exercise of this Warrant
are subject to adjustment upon the occurrence of certain events,
all as hereinafter provided.

2. Exercise Period; Exercise of Warrant.

2.1 Exercise Period. Subject to the terms of this Warrant, the
Holder shall have the right, which may be exercised at any
time or from time to time during the Exercise Period, to
purchase from the Company the number of fully paid and
nonassessable Warrant Shares this Warrant at the time
represents the right to purchase, and, in the event that
this Warrant is exercised in respect of fewer than all of
the Warrant Shares purchasable on such exercise, a new
warrant evidencing the remaining Warrant Shares that may be
purchased shall be signed, issued and delivered by the
Company to the Holder pursuant to the provisions of this
Section 2. The term "Exercise Period" shall mean the period
commencing on the effective date hereof and terminating at
5:00 p.m., Houston, Texas time, on September 1, 2001.

2.2 Exercise of Warrant. This Warrant may be exercised upon
surrender to the Company at its principal office of this
Warrant, together with Form of Election duly completed and
signed, and upon payment to the Company of the Warrant
Price (as defined in and determined in accordance with the
provisions of Sections 3 and 9 hereof) for the number of
Warrant Shares in respect of which this Warrant is then
exercised. Payment of the aggregate Warrant Price with
respect to the portion of this Warrant being exercised
shall be made in cash, or by certified or official bank
check, payable to the order of the Company.

Subject to Section 6 hereof, upon the surrender of this
Warrant and payment of the Warrant Price as set forth
above, the Company shall issue and cause to be delivered to
the Holder or, upon the written order of the Holder and
subject to


Section 5 hereof, to and in such name or names as the
Holder may designate, a certificate or certificates for the
number of full Warrant Shares so purchased upon the
exercise of this Warrant together with cash in respect of
any fractional Warrant Share otherwise issuable upon such
surrender as provided in Section 10 hereof. Such
certificate or certificates shall be deemed to have been
issued and any person so designated to be named therein
shall be deemed to have become a holder of record of such
Warrant Shares as of the date of the surrender of this
Warrant and payment of the Warrant Price, as aforesaid.

3. Warrant Price.

The price per share at which Warrant Shares shall be purchasable
upon exercise of this Warrant initially shall be $0.50 and shall
be subject to adjustment pursuant to Section 9 hereof (such price
as so adjusted is referred to herein as the "Warrant Price").

4. Exchange of Warrant.

In connection with a permitted transfer in accordance with
Section 5 hereof, this Warrant may be exchanged at the option of
the Holder thereof when surrendered at the principal office of
the Company for another warrant, or other warrants of different
denominations, of like tenor and representing in the aggregate
the right to purchase a like number of Warrant Shares as this
Warrant then entitles such Holder to purchase. Any Holder
desiring to exchange this Warrant shall make such request in
writing delivered to the Company, and shall surrender this
Warrant. Thereupon the Company shall sign and deliver to the
person entitled thereto a new warrant or warrants, as the case
may be, as so requested.

5. No Registration of Warrant; Restriction on Transfer.

This Warrant may not be transferred to any person other than a
person who controls or is controlled by or is under common
control with the Holder, unless the Company consents in writing
to such transfer, and any such transfer shall be subject to all
restrictions contained in this Section 5. "Control" and any such
transfer means the power to direct or cause the direction of the
management and policies of such person whether by voting control,
contract or otherwise. Prior to any such permitted transfer, the
Holder will cause the transferee to execute and deliver to the
Company an instrument, in form and substance satisfactory to the
Company, binding such transferee to the terms and conditions of
this Warrant.

This Warrant and the Warrant Shares have not been registered
under the Securities Act of 1933, as amended (the "Act"), or any
applicable state securities laws. The Holder, by acceptance
hereof, agrees that this Warrant has been, and upon exercise
hereof any Warrant Shares will be, acquired for investment and
not with a view to distribution or resale and, in addition to
other restrictions on transfer contained herein, may not be
transferred without an effective registration statement for this
Warrant or the Warrant Shares under the Act and applicable state
securities laws or an opinion of counsel satisfactory to the
Company that registration is not required thereunder. Unless
registered, any Warrant Shares shall bear the following legend:

The securities represented by this certificate have not
been registered under the Securities Act of 1933 or the
laws of any state and may not be

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transferred in the absence of (a) an effective
registration statement for the securities under the
Securities Act of 1933 and applicable state laws or (b)
an opinion of counsel satisfactory to the Company that
such registration is not required. The securities
represented by this certificate are also subject to
certain other restrictions on transfer pursuant to the
terms of that certain Stock Purchase Warrant to
Purchase Shares of Common Stock of VAALCO Energy, Inc.
(No. W-003), dated effective September 1, 1996. Copies
of such agreement may be obtained upon written request
to the Secretary of the Company.

The Holder has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and
risks of the investment involved in the purchase of the Warrant.
The Holder has been advised by the Company (i) of the applicable
limitations upon the resale of the Warrant and the Warrant
Shares, including the restrictions on transfer contained in this
Section 5, (ii) that the Warrant is not and the Warrant Shares
are not registered under the Act and must be held indefinitely
unless the Warrant or the Warrant Shares, as the case may be, are
subsequently registered under the Act or an exemption from
registration is available, (iii) that any routine sale of the
Warrant or the Warrant Shares made in reliance upon Rule 144 as
promulgated under the Act ("Rule 144") can be made only after the
Warrant or the Warrant Shares, as the case may be, have been held
at least two years and only in limited amounts in accordance with
the terms and conditions of Rule 144 and at times when Rule 144
is available, and (iv) that the availability of Rule 144 for
sales of the Warrant or the Warrant Shares is dependent, among
other factors, on matters not within the control of the Holder.
The Holder represents that it is fully familiar with the
circumstances under which it is required to hold the Warrant and
the Warrants Shares and the limitations upon the transfer or the
disposition thereof. The Holder acknowledges that the Company is
relying upon the truth and accuracy of the foregoing
representations and warranties in issuing the Warrant to the
Holder.

The Holder understands that the transfer agent for the Common
Stock will be instructed to place a stop transfer notation in the
stock records in respect of any certificates issued by the
Company representing the Warrant Shares, and the Holder consents
and agrees to the placing of such stop transfer order.

The Holder represents that it is familiar with the business and
financial condition of the Company and acknowledges that it has
been afforded the opportunity to obtain any additional
information, including the opportunity to ask questions of and
receive answers, from officers and representatives of the
Company. The Holder acknowledges that it has requested and
received all information regarding the Company that the Holder
deems relevant to its investigation of the Company, including but
not limited to certain reports filed by the Company with the
Securities and Exchange Commission, and has made such inspections
of the Company and its facilities and records, and has consulted
with the Company's officers, employees, attorneys and agents for
the purpose of determining the accuracy of the representations
and warranties and the compliance with the covenants made herein
by the Company to the extent it deems appropriate.

The Company shall not be required to register this Warrant or the
Warrant Shares under the Act or under any state laws.

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6. Payment of Taxes.

The Company will pay when due and payable any and all U.S.
federal and state transfer taxes and charges that may be payable
in respect of the issuance or delivery to the Holder of this
Warrant or of any Warrant Shares upon the exercise of this
Warrant. The Company shall not, however, be required to pay any
transfer tax that may be payable in respect of any transfer
involved in the transfer or delivery of this Warrant or the
issuance or delivery of certificates for Warrant Shares in the
name other than that of the Holder or to issue or deliver any
certificates for Warrant Shares upon the exercise of this Warrant
until such tax shall have been paid (any such tax being payable
by the Holder at the time of surrender) or until it has been
established to the Company's satisfaction that no such tax is
due.

7. Mutilated or Missing Warrant

In case this Warrant shall be mutilated, lost, stolen or
destroyed, the Company may, in its discretion, execute, issue and
deliver in exchange and substitution for and upon cancellation of
the mutilated Warrant, or in lieu of and substitution for the
Warrant lost, stolen or destroyed, a new warrant of like tenor
and representing an equivalent right or interest; but only upon
receipt of evidence satisfactory to the Company of such loss,
theft or destruction of this Warrant and indemnity, if requested,
satisfactory to the Company. The Holder requesting such a
substitute warrant shall also comply with such other reasonable
regulations and pay such other reasonable charges as the Company
may prescribe.

8. Reservation of Warrant Shares; Purchase of Warrant by the
Company.

8.1 Reservation of Warrant Shares. The Company shall at all
times reserve for issuance from its authorized and unissued
shares of Common Stock (i) the number of shares of Common
Stock needed for issuance upon the exercise of this Warrant
plus (ii) the number of shares of Common Stock required to
be reserved for all other purposes. The Company covenants
that all shares of Common Stock issuable as herein provided
shall, when so issued, be duly and validly issued, fully
paid and nonassessable, and free from all taxes, liens and
charges with respect thereto.

8.2 Purchase of Warrant by the Company. The Company shall not
be prohibited, except as limited by law or any other
agreement, from offering to purchase, purchasing or
otherwise acquiring this Warrant from any holder thereof at
such times, in such manner and for such consideration as
the Company and such holder may agree to.

8.3 Cancellation of Purchased or Acquired Warrant If the
Company shall purchase or otherwise acquire this Warrant,
the same shall thereupon be canceled and retired.

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9. Adjustment of Warrant Price and Number of Warrant Shares.

The number and kind of securities purchasable upon the exercise
of this Warrant and the Warrant Price shall be subject to
adjustment from time to time upon the happening of certain
events, as hereinafter defined.

9.1 Mechanical Adjustments. The number of Warrant Shares
purchasable upon the exercise of this Warrant and the Warrant
Price shall be subject to adjustment as follows:

(a) If the Company shall at any time after the date of
this Warrant (i) pay a dividend in shares of Common
Stock or make a distribution in shares of Common
Stock, (ii) subdivide its outstanding shares of
Common Stock, (iii) combine its outstanding shares,
of Common Stock into a smaller number of shares of
Common Stock or (iv) issue by reclassification of its
shares of Common Stock other securities of the
Company (including any such reclassification in
connection with a consolidation or merger in which
the Company is the continuing corporation), then the
number of Warrant Shares purchasable upon exercise of
this Warrant immediately prior thereto shall be
adjusted so that the Holder shall be entitled to
receive the kind and number of Warrant Shares or
other securities of the Company that the Holder would
have owned or have been entitled to receive after the
happening of any of the events described above, had
this Warrant been exercised immediately prior to the
happening of such event or any record date with
respect thereto. An adjustment made pursuant to this
Section 9.1 (a) shall become effective immediately
after the effective date of such event retroactive to
the record date, if any, for such event.

(b) If the Company shall issue rights, options or
warrants to all holders of its outstanding shares of
Common Stock, entitling them (for a period expiring
within 45 days after the record date for the
determination of stockholders entitled to receive
such rights, options or warrants) to subscribe for or
purchase shares of Common Stock (or securities
exchangeable for or convertible into shares of Common
Stock) at a price per share of Common Stock (or
having an exchange or conversion price per share of
Common Stock, with respect to a security exchangeable
for or convertible into shares of Common Stock) that
is less than the current Warrant Price on such record
date, then the Warrant Price shall be adjusted by
multiplying the Warrant Price in effect immediately
prior to such record date by a fraction, the
numerator of which shall be the number of shares of
Common Stock outstanding on such record date plus the
number of shares of Common Stock that the aggregate
offering price of the total number of shares of
Common Stock so to be offered (or the aggregate
initial exchange or conversion price of the
exchangeable or convertible securities so to be
offered) would purchase at such current Warrant Price
on such record date and the denominator of which
shall be the number of shares of Common Stock
outstanding on such record date plus the number of
additional shares of Common Stock to be offered for
subscription or purchase (or into which the
exchangeable or convertible securities so to be
offered are initially exchangeable or convertible).
Such adjustment shall become effective at the close
of business on such record date; however, to the
extent that shares of Common Stock (or securities
exchangeable for or convertible into shares of Common
Stock)

5


are not delivered after the expiration of such rights, options or
warrants in accordance with their respective terms, the Warrant
Price shall be readjusted (but only with regard to that portion
of this Warrant exercised after such expiration) to the Warrant
Price that would then be in effect had the adjustment made upon
the issuance of such rights, options or warrants been made upon
the basis of delivery of only the number of shares of Common
Stock (or securities exchangeable for or convertible into shares
of Common Stock) actually issued. In case any subscription price
may be paid in a consideration part or all of which shall be in a
form other than cash, the value of such consideration shall be as
determined by the Board of Directors of the Company, whose
determination shall be conclusive. Shares of Common Stock owned
by or held for the account of the Company shall be deemed
outstanding of the purpose of any such computation.

(c) If the Company shall distribute to all holders of shares of
Common Stock (including any such distribution made in connection
with a consolidation or merger in which the Company is the
surviving corporation) evidences of its indebtedness or assets
(other than cash dividends and distributions payable out of
consolidated retained earnings and dividends or distributions
payable in shares of stock as described in Section 9.1(a) above),
or rights, options, warrants or exchangeable or convertible
securities containing the right to subscribe for or purchase
shares of Common Stock (excluding those expiring within 45 days
after the record date mentioned in Section 9.1(b) above), then in
each case the Warrant Price shall be adjusted by multiplying the
Warrant Price in effect immediately prior to the record date for
the determination of stockholders entitled to receive such
distribution by a fraction, the numerator of which shall be the
current Warrant Price on such record date, less the fair market
value (as determined by the Board of Directors of the Company,
whose determination shall be conclusive) of the portion of the
evidences of indebtedness or assets so to be distributed
applicable to one share of Common Stock and the denominator of
which shall be such current Warrant Price. Such adjustment shall
be made whenever any such distribution is made, and shall become
effective on the date of distribution retroactive to the record
date for the determination of stockholders entitled to receive
such distribution.

(d) If the Company shall sell and issue shares of Common Stock, or
rights, options, warrants or convertible or exchangeable
securities containing the right to subscribe for or purchase
shares of Common Stock (excluding (i) shares, rights, options,
warrants or convertible or exchangeable securities issued in any
of the transactions described in Sections 9.1(a), 9.1(b), or
9.1(c) above, (ii) stock options or warrants granted or to be
granted to employees or directors of the Company and shares
issuable upon exercise of such options or warrants, (iii) the
Warrant Shares, (iv) shares issuable upon exercise of rights,
options or warrants or conversion or exchange of convertible or
exchangeable securities issued or sold under circumstances
causing an adjustment pursuant to this Section 9.1 (d), (v)
shares issued to stockholders of any corporation that is acquired
by, merged into or becomes part of the

6


Company or a subsidiary of the Company in an arm's length
transaction between the Company and an unaffiliated third party
in proportion to their stock holdings of such corporation
immediately prior to such merger, upon such merger or (vi) shares
issuable upon exercise of rights, options, warrants or conversion
or exchange of convertible or exchangeable securities outstanding
on the date hereof) at a price per share of Common Stock
(determined, in the case of such rights, options, warrants or
convertible or exchangeable securities, by dividing (i) the total
amount received or receivable by the Company in consideration of
the sale and issuance of such rights, options, warrants or
convertible or exchangeable securities, plus the total
consideration payable to the Company upon exercise or conversion
or exchange thereof, by (ii) the total number of shares of Common
Stock covered by such rights, warrants or convertible or
exchangeable securities, lower than the then current Warrant
Price in effect on the date the Company fixes the offering price
(or exercise price, option price or conversion price, as the case
may be) per share of such Common Stock, then the Warrant Price
with respect to this Warrant shall be reduced to a price
determined by multiplying the Warrant Price in effect immediately
prior thereto by a fraction, the numerator of which shall be an
amount equal to the sum of (A) the number of shares of Common
Stock outstanding immediately prior to such sale and issuance
plus (B) the number of shares of Common Stock that the aggregate
consideration received (determined as provided below) for such
sale or issuance would purchase at such current Warrant Price per
share, and the denominator of which shall be the total number of
shares of Common Stock to be outstanding immediately after such
sale and issuance. Such adjustment shall be made successively
whenever such an issuance is made; however, to the extent that
shares of Common Stock are not delivered after the expiration of
such rights, options, warrants or convertible or exchangeable
securities in accordance with their respective terms, the Warrant
Price shall be readjusted (but only with regard to that portion
of this Warrant exercised after such expiration) to the Warrant
Price that would then be in effect had the adjustment made upon
the issuance of such rights, options, warrants or convertible or
exchangeable securities been made upon the basis of delivery of
only the number of shares of Common Stock actually issued. For
the purposes of such adjustments, the shares of Common Stock that
the holder of any such rights, options, warrants or convertible
or exchangeable securities shall be entitled to subscribe for or
purchase shall be deemed to be issued and outstanding as of the
date of such sale and issuance and the consideration received by
the Company therefor shall be deemed to be the consideration
received by the Company for such rights, options, warrants or
convertible or exchangeable securities, plus the consideration or
premiums stated in such rights, options, warrants or convertible
or exchangeable securities to be paid for the shares of Common
Stock covered thereby. In case the Company shall sell and issue
shares of Common Stock, or rights, options, warrants or
convertible or exchangeable securities containing the right to
subscribe for or purchase shares of Common Stock, for a
consideration consisting, in whole or in part, of property other
than cash or its equivalent, then in determining the "price per
share of Common Stock" and the

7


"consideration received by the Company" for the purposes of the
first sentence of this Section 9.1(d), the Board of Directors
shall determine, in its discretion, the fair value of such
property, and all such determinations shall be conclusive and
binding upon the Holder.

(e) No adjustment in the Warrant Price shall be required unless such
adjustment would require an increase or decrease of at least one
percent or more in the Warrant Price or in the number of Warrant
Shares purchasable upon exercise of this Warrant; provided,
however, that any adjustments that by reason of this Section 9.1
(e) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment. All calculations
under this Section 9.1 shall be made to the nearest one-tenth of
one cent or to the nearest one-hundredth of a share, as the case
may be.

(f) Upon each adjustment of the Warrant Price as a result of the
calculations made in Sections 9.1(b), 9.1(c), or 9.1(d) above,
this Warrant shall thereafter evidence the right to purchase, at
the adjusted Warrant Price, that number of Warrant Shares
(calculated to the nearest hundredth) obtained by (i) multiplying
the number of shares of Common Stock purchasable upon exercise of
this Warrant prior to adjustment by the Warrant Price in effect
prior to adjustment of the Warrant Price and (ii) dividing the
product so obtained by the Warrant Price in effect after such
adjustment of the Warrant Price.

(g) In case of any capital reorganization of the Company or of any
reclassification or change of the shares of Common Stock (other
than a reclassification or change of the shares of Common Stock
referred to in Section 9.1 (a) above and other than a change in
par value, or from par value to no par value, or from no par
value to par value,) or in case of the consolidation of the
Company with, or the merger of the Company with, or merger of the
Company into, any other corporation (other than a
reclassification of the shares of Common Stock referred to in
Section 9.1(a) above or a consolidation or merger that does not
result in any reclassification or change of the outstanding
shares of Common Stock) or of the sale of the properties and
assets of the Company as, or substantially as, an entirety to any
other corporation or entity, this Warrant shall after such
capital reorganization, reclassification of shares of Common
Stock, consolidation, merger or sale be exercisable, upon the
terms and conditions specified in this Warrant, for the number of
shares or other securities, assets or cash to which a holder of
the number of shares of Common Stock purchasable (at the time of
such capital reorganization, reclassification of shares of Common
Stock, consolidation, merger or sale) upon exercise of this
Warrant would have been entitled upon such capital
reorganization, reclassification of shares of Common Stock,
consolidation, merger or sale; and in any such case, if
necessary, the provisions set forth in this Section 9.1 with
respect to the right and interests thereafter of the Holder shall
be appropriately adjusted so as to be applicable, as nearly as
may reasonably be possible, to any shares or other securities,
assets or cash thereafter deliverable on the exercise of this
Warrant. The subdivision or combination of shares of

8


Common Stock at any time outstanding into a greater or lesser
number of shares shall not be deemed to be a reclassification of
the shares of Common Stock for the purposes of this Section
9.1(g). The Company shall not effect any such consolidation,
merger or sale unless prior to or simultaneously with the
consummation thereof, the successor corporation or entity (if
other than the Company) resulting from such consolidation or
merger, or the corporation or entity purchasing such assets, or
other appropriate corporation or entity shall execute and deliver
to the Holder a supplemental agreement to this Warrant, in form
reasonable acceptable to the Holder, in which such other entity
shall assume the obligation to deliver to the Holder such shares,
securities, assets or cash as, in accordance with the foregoing
provisions, the Holder may be entitled to purchase and all other
obligations under this Warrant, including, but not limited to,
similar application of the provisions of this Section 9.1 to any
successive reclassifications, changes, consolidations, mergers,
sales or transfers.

(h) If at any time, as a result of an adjustment made pursuant to
this Section 9.1, the Holder shall become entitled to purchase
any shares or securities of the Company other than the shares of
Common Stock, thereafter the number of such other shares or
securities so purchasable upon exercise of this Warrant and the
Warrant Price for such shares or securities shall be subject to
adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the
shares of Common Stock contained in Sections 9.1 (a) through
9.1(g), inclusive, above and the provisions of Sections 2, 3, 6,
7, 8 and 10 hereof with respect to the shares of Common Stock
shall apply on like terms to any such other shares.

(i) In any case in which this Section 9.1 shall require that an
adjustment in the Warrant Price be made effective as of a record
date for a specified event, the Company may elect to defer, until
the occurrence of such event, issuing to the Holder of any
portion of this Warrant exercised after such record date the
shares of Common Stock, if any, issuable upon such exercise over
and above the shares of Common Stock, if any, issuable upon such
exercise on the basis of the Warrant Price in effect prior to
such adjustment; provided, however, that the Company shall
deliver as soon as practicable to the Holder a due bill or other
appropriate instrument, in form acceptable to the Holder,
evidencing the Holder's right to receive such additional shares
of Common Stock upon the occurrence of the event requiring such
adjustment.

9.2 Voluntary Adjustment by the Company. The Company may at its option, at
any time during the term of this Warrant, reduce the then current
Warrant Price to any amount deemed appropriate by the Board of
Directors of the Company.

9.3 No Adjustment for Dividends. Except as provided in Section 9.1 hereof,
no adjustment in respect of any dividends shall be made during the term
of this Warrant or upon the exercise of this Warrant.

9


9.4 Statement on Warrant. Irrespective of any adjustment in the
Warrant Price with respect to this Warrant or the number or
kind of shares purchasable upon the exercise of this
Warrant, warrants theretofore or thereafter issued may
continue to express the same price and number and kind of
shares as are stated in this Warrant.

10. Fractional Interest.

The Company shall not be required to issue fractional Warrant
Shares on the exercise of this Warrant. If any fraction of a
Warrant Share would, except for the provisions of this Section
10, be issuable on the exercise of this Warrant (or specified
portion thereof), the Company shall pay an amount in cash equal
to the Warrant Price multiplied by such fraction.

11. No Rights as Stockholders; Notice to Holder.

Nothing contained in this Warrant shall be construed as
conferring upon the Holder the right to vote or to receive
dividends or to consent to or receive notice as a stockholder in
respect of any meeting of stockholders for the election of
directors of the Company or any other matter, or any rights
whatsoever as a stockholder of the Company. If, however, at any
time during the Exercise Period:

(a) the Company shall declare any dividend payable in any
securities upon shares of Common Stock or make any
distribution (other than a cash dividend or a dividend
payable in additional shares of Common Stock) to the holder
of shares of Common Stock;

(b) the Company shall offer to the holder of shares of Common
Stock any additional shares of Common Stock or securities
convertible into shares of Common Stock or any right to
subscribe to shares of Common Stock or securities
convertible or exchangeable into shares of Common Stock; or

(c) a dissolution, liquidation or winding up of the Company
(other than in connection with a consolidation, merger or
sale of all or substantially all of its property, assets
and business as an entirety) shall be proposed;

then in any one or more of such events, the Company shall give
notice in writing of such event to the Holder as provided in
Section 12 hereof at least 10 days prior to the date fixed as a
record date or the date of closing the transfer books for the
determination of the stockholders entitled to such dividend,
distribution or subscription rights, or for the determination of
stockholders entitled to vote on such proposed dissolution,
liquidation or winding up. Such notice shall specify such record
date or date of the closing of the transfer books, as the case
may be. Failure to mail such notice or any defect therein or in
the mailing thereof shall not affect the validity of any action
taken in connection with such dividend, distribution or
subscription rights, or proposed dissolution, liquidation or
winding up.

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12. Notices.

All notices, requests, consents and other communication hereunder
shall be in writing and shall be deemed to have been made when
delivered or mailed first class, postage prepaid, or delivered to
the telegraph office:

(i) if to the Holder at:

William E. Pritchard, III
6465 Overton Street
Baton Rouge, Louisiana 70808


(ii) if to the Company at:

4600 Post Oak Place, Suite 309
Houston, Texas 77027
Attention: Corporate Secretary

or to such other address or addresses as the Holder or the
Company may designate from time to time for itself by a notice
pursuant hereto.

13. Successors

All the covenants and provisions of this Warrant by or for the
benefit of the Company or the Holder shall bind and inure to the
benefit of their respective successors and assigns hereunder.

14. Applicable Law

This Warrant shall be governed by and construed in accordance
with the laws of the State of Texas.

15. Benefits of Warrant.

Nothing in this Warrant shall give or be construed to give any
person or corporation other than the Company and the Holder any
legal or equitable right, remedy or claim under this Warrant.
This Warrant shall be for the sole and exclusive benefit of the
Company and the Holder.

16. Captions

The captions of the sections of this Warrant have been inserted
for convenience only and shall have no substantive effect.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as
of this _____ day of _____________, but effective as of September 1, 1996.



VAALCO Energy, Inc.




By:
___________________________
CHARLES W. ALCORN, JR.
CHAIRMAN AND CEO


ATTEST:


________________________
GAYLA M. CUTRER
SECRETARY AGREED AND ACCEPTED



______________________________
WILLIAM E. PRITCHARD, III

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Exhibit A

ELECTION FORM

To be Executed by the Registered Holder
To Exercise Warrant

VAALCO ENERGY, INC.

The undersigned registered holder hereby exercises the right to purchase
_____________shares of common stock covered by this Warrant according to the
conditions thereof and herewith makes payment of the Warrant Price of such
shares in full. By the execution and delivery hereof, the undersigned represents
and warrants that the common stock being acquired hereby is being acquired by
the undersigned for its own account and not with a view to, or for resale in
connection with, any distribution thereof.

____________________________
WILLIAM E. PRITCHARD, III





Dated:_________.

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