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

Exhibit 99.3

No. W-004 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 $2.50 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)

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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

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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

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"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

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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.

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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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