<PAGE>

As filed with the Securities and Exchange Commission on March 4, 2003.
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                               VAALCO ENERGY, INC.
             (Exact Name of Registrant as Specified in Its Charter)

              Delaware                                     76-0274813
    (State or Other Jurisdiction                        (I.R.S. Employer
  of Incorporation or Organization)                  Identification Number)


              4600 Post Oak Place, Suite 309, Houston, Texas 77027
                    (Address of Principal Executive Offices)

                               VAALCO ENERGY, INC.
                  W. RUSSELL SCHEIRMAN, II EMPLOYMENT AGREEMENT
                    ROBERT L. GERRY, III EMPLOYMENT AGREEMENT
                              (Full Title of Plan)

                            W. Russell Scheirman, II
                         4600 Post Oak Place, Suite 309
                              Houston, Texas 77027
                     (Name and Address of Agent for Service)

                                 (713) 623-0801
          (Telephone Number, Including Area Code, of Agent for Service)


                                    Copy to:
                              HAYNES AND BOONE, LLP
                           1000 Louisiana, Suite 4300
                              Houston, Texas 77002
                            Attn: George G. Young III
                                 (713) 547-2081


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================
                                                             Proposed Maximum     Proposed Maximum     Amount of
Title of Securities to be Registered       Amount to be     Offering Price Per       Aggregate        Registration
                                            Registered             Share           Offering Price         Fee
--------------------------------------------------------------------------------------------------------------------
<S>                                        <C>              <C>                   <C>                 <C>
Common Stock, par value $0.10 per
 share (1)                                    980,000             $1.00(2)           $636,250(2)         $51.47
====================================================================================================================
</TABLE>

(1) In addition pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
(2) Pursuant to Rule 457(h) of the Securities Act of 1933, the offering price
and registration fee is computed upon the basis of the price at which the stock
options may be exercised. The stock options may be exercised at the following
prices: 130,000 shares at $0.375; 150,000 shares at $0.50; 500,000 shares at
$0.625; and 200,000 shares at $1.00.

                                       1

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*


ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*


         *Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to our employees and officers participating in the W. Russell
Scheirman, II Employment Agreement and Robert L. Gerry, III Employment Agreement
(the "Plans") as specified by Rule 428(b)(1) under the Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by us with the Securities and Exchange
Commission pursuant to Section 13 of the Securities Exchange Act of 1934, are
incorporated herein by reference:

    .    Annual Report on Form 10-KSB for the fiscal year ended December 31,
         2001.
    .    Quarterly Report on Form 10-QSB for the quarters ended March 31, 2002,
         June 30, 2002, and September 30, 2002.
    .    Current Report on Form 8-K filed on August 19, 2002.
    .    The description of our common stock contained in our Registration
         Statement on Form 10 (Registration No. 0-20928), as amended by Form 8
         filed by us filed with the Commission on January 25, 1993, including
         any future amendment or report filed for the purpose of updating such
         description.

         All documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered under
the Plans have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of the filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED PERSONS AND COUNSEL.

         Not applicable.

                                       2

<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware,
pursuant to which we are incorporated, provides generally and in pertinent part
that a Delaware corporation may indemnify its directors, officers, employees and
agents (or persons serving at our request as a director, officer, employee or
agent of another entity) against expenses, judgments, fines, and settlements
actually and reasonably incurred by them in connection with any civil, criminal,
administrative, or investigative suit or action except actions by or in the
right of the corporation if, in connection with the matters in issue, they acted
in good faith and in a manner they reasonably believed to be in or not opposed
to the best interests of the corporation, and in connection with any criminal
suit or proceeding, if in connection with the matters in issue, they had no
reasonable cause to believe their conduct was unlawful. Section 145 further
provides that in connection with the defense or settlement of any action by or
in the right of the corporation, a Delaware corporation may indemnify its
directors, officers, employees and agents (or persons serving at our request as
a director, officer, employee or agent of another entity) against expenses
actually and reasonably incurred by them if, in connection with the matters in
issue, they acted in good faith and in a manner they reasonably believed to be
in or not opposed to the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue, or matter as to
which such person has been adjudged liable to the corporation unless the
Delaware Court of Chancery or other court in which such action or suit is
brought approves such indemnification. Section 145 further permits a Delaware
corporation to grant its directors and officers additional rights of
indemnification through bylaw provisions and otherwise, and or purchase
indemnity insurance on behalf of its directors and officers. Article Nine of our
Certificate of Incorporation, as amended, and Article VII of our Bylaws, as
amended, provide, in general, that we may indemnify our directors, officers,
employees and agents (or persons serving at our request as a director, officer,
employee or agent of another entity) to the full extent of Delaware law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

                                       3

<PAGE>

ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
  EXHIBIT NUMBER            DESCRIPTION               INCORPORATED BY           FILED HEREWITH
                                                       REFERENCE FROM
  <S>                 <C>                         <C>                           <C>
       4.1            Restated Certificate of     Incorporated by reference
                       Incorporation of the        from exhibit 4.1 of the
                              Company              Company's Registration
                                                   Statement on Form S-3,
                                                    Reg.No. 333-59095
                                                       filed on July
                                                         15, 1998

       4.2           Certificate of Amendment     Incorporated by reference
                    to Restated Certificate of     from exhibit 4.2 of the
                       Incorporation of the        Company's Registration
                              Company              Statement on Form S-3,
                                                     Reg.No. 333-59095
                                                       filed on July
                                                         15, 1998

       4.3             Bylaws of the Company      Incorporated by reference
                                                   from exhibit 4.3 of the
                                                   Company's Registration
                                                   Statement on Form S-3,
                                                      Reg.No. 333-59095
                                                       filed on July
                                                         15, 1998

       4.4          Amendment to Bylaws of the    Incorporated by reference
                              Company              from exhibit 4.4 of the
                                                   Company's Registration
                                                   Statement on Form S-3,
                                                     Reg.No. 333-59095
                                                       filed on July
                                                         15, 1998

       4.5          Designation of Convertible    Incorporated by reference
                     Series A Preferred Stock      from exhibit 4.1 of the
                          of the Company          Company's Report on Form
                                                         8-K filed
                                                       on March 4, 1998

       4.6          Specimen Stock Certificate    Incorporated by reference
                      of the Company's Common      from exhibit 4.5 of the
                               Stock               Company's Registration
                                                   Statement on Form S-8,
                                                         Reg. No.
                                                        333-67858,
                                                      filed on August
                                                         17, 2001

       5.1             Opinion of Haynes and                                          X
                            Boone, LLP

       15.1             Letter re unaudited
                         interim financial
                           information*
</TABLE>

                                       4

<PAGE>

<TABLE>
<CAPTION>
 EXHIBIT NUMBER             DESCRIPTION           INCORPORATED BY          FILED HEREWITH
                                                  REFERENCE FROM
 <S>                 <C>                          <C>                   <C>
      23.1             Consent of Deloitte &                                      X
                            Touche LLP

      23.2             Consent of Haynes and                             Included as part of
                            Boone, LLP                                       Exhibit 5.1

       24                Power of attorney                              Signature Page to this
                                                                        Registration Statement

      99.1           W. Russell Scheirman, II                                     X
                       Employment Agreement

      99.2             Robert L. Gerry, III                                       X
                       Employment Agreement

      99.3           W. Russell Scheirman, II                                     X
                         Letter Agreement

      99.4             Robert L. Gerry, III                                       X
                         Letter Agreement
</TABLE>

*Not applicable

ITEM 9.  UNDERTAKINGS.

(a)   We hereby undertake:

              (1) To file, during any period in which offers or sales are being
              made, a post-effective amendment to this Registration Statement:

                  (i)   To include any prospectus required by Section 10(a)(3)
                        of the Securities Act of 1933;

                  (ii)  To reflect in the prospectus any facts or events arising
                        after the effective date of the Registration Statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        Registration Statement. Notwithstanding the foregoing,
                        any increase or decrease in volume of securities offered
                        (if the total dollar value of securities offered would
                        not exceed that which was registered) and any deviation
                        from the low or high end of the estimated maximum
                        offering range may be reflected in the form of a
                        prospectus filed with the Commission pursuant to Rule
                        424(b) if, in the aggregate, the changes in volume and
                        price represent no more than a 20% change in the maximum
                        aggregate offering price set forth in the "Calculation
                        of Registration Fee" table in the effective Registration
                        Statement;

                  (iii) To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        Registration Statement or any material change to such
                        information in the Registration Statement;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
      if the registration statement is on Form S-3, Form S-8 or Form F-3 and the
      information required to be included in a post-effective amendment by those
      paragraphs is contained in periodic reports filed with or furnished to the
      Commission by us pursuant to

                                       5

<PAGE>

      Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
      are incorporated by reference in the Registration Statement.

            (2)   That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

            (3)   To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

      (b)   We hereby undertake that, for purposes of determining any liability
            under the Securities Act of 1933, each filing of our annual report
            pursuant to Section 13(a) or Section 15(d) of the Securities
            Exchange Act of 1934 (and, where applicable, each filing of an
            employee benefits plan's annual report pursuant to Section 15(d) of
            the Securities Exchange Act of 1934) that is incorporated by
            reference in the Registration Statement shall be deemed to be a new
            registration statement relating to the securities offered therein,
            and the offering of such securities at that time shall be deemed to
            be the initial bona fide offering thereof.

      (h)   Insofar as indemnification for liabilities arising under the
            Securities Act of 1933 may be permitted to our directors, officers
            and controlling persons pursuant to the foregoing provisions, or
            otherwise, we have been advised that in the opinion of the
            Commission such indemnification is against public policy as
            expressed in the Securities Act of 1933 and is, therefore,
            unenforceable. In the event that a claim for indemnification against
            such liabilities (other than the payment by us of expenses incurred
            or paid by a director, officer or controlling person in the
            successful defense of any action, suit or proceeding) is asserted by
            such director, officer or controlling person in connection with the
            securities being registered, we will, unless in the opinion of our
            counsel the matter has been settled by controlling precedent, submit
            to a court of appropriate jurisdiction the question whether such
            indemnification by us is against public policy as expressed in the
            Act and will be governed by the final adjudication of such issue.

                                       6

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Houston, State of Texas, on February 28, 2003.

                                     VAALCO ENERGY, INC.



                                     By: /s/ Robert L. Gerry, III
                                         ---------------------------------------
                                             Robert L. Gerry, III
                                             Chairman of the Board and
                                             Chief Executive Officer

                                       7

<PAGE>

                                POWER OF ATTORNEY

     Each of the undersigned hereby appoints Robert L. Gerry, III and W. Russell
Scheirman, II, and each of them, as attorney and agent for the undersigned, with
full power of substitution, for and in the name, place and stead of the
undersigned, to sign and file with the Securities and Exchange Commission under
the Securities Act of 1933 any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the Securities and Exchange Commission pertaining to
the registration of the securities covered hereby, with full power and authority
to do and perform any and all acts and things whatsoever requisite or desirable.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 28, 2003.

Signature                                 Title
---------                                 -----

/s/ Robert L. Gerry, III                  Chairman of the Board and Chief
-----------------------------------       Executive Officer (principal executive
Robert L. Gerry, III                      officer)


/s/ W. Russell Scheirman, II              President, Chief Financial Officer and
-----------------------------------       Director (principal accounting and
W. Russell Scheirman, II                  financial officer)


/s/ Virgil A. Walston, Jr.                Vice Chairman of the Board and Chief
-----------------------------------       Operating Officer
Virgil A. Walston, Jr.


/s/ Robert H. Allen                       Director
-----------------------------------
Robert H. Allen


/s/ Walter W. Grist                       Director
-----------------------------------
Walter W. Grist


/s/ T. Michael Long                       Director
-----------------------------------
T. Michael Long


/s/ Arne R. Nielsen                       Director
-----------------------------------
Arne R. Nielsen


/s/ Lawrence C. Tucker                    Director
-----------------------------------
Lawrence C. Tucker

                                       8

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
    EXHIBIT NUMBER              DESCRIPTION                INCORPORATED BY          FILED HEREWITH
                                                           REFERENCE FROM
    <S>                 <C>                           <C>                           <C>
         4.1              Restated Certificate of     Incorporated by reference
                           Incorporation of the        from exhibit 4.1 of the
                                  Company              Company's Registration
                                                       Statement on Form S-3,
                                                         Reg.No. 333-59095
                                                           filed on July
                                                             15, 1998

         4.2             Certificate of Amendment     Incorporated by reference
                        to Restated Certificate of     from exhibit 4.2 of the
                           Incorporation of the        Company's Registration
                                  Company              Statement on Form S-3,
                                                         Reg.No. 333-59095
                                                           filed on July
                                                             15, 1998

         4.3               Bylaws of the Company      Incorporated by reference
                                                       from exhibit 4.3 of the
                                                       Company's Registration
                                                       Statement on Form S-3,
                                                         Reg.No. 333-59095
                                                           filed on July
                                                             15, 1998

         4.4            Amendment to Bylaws of the    Incorporated by reference
                                  Company              from exhibit 4.4 of the
                                                       Company's Registration
                                                       Statement on Form S-3,
                                                         Reg.No. 333-59095
                                                           filed on July
                                                             15, 1998

         4.5            Designation of Convertible    Incorporated by reference
                         Series A Preferred Stock      from exhibit 4.1 of the
                              of the Company          Company's Report on Form
                                                             8-K filed
                                                          on March 4, 1998

         4.6            Specimen Stock Certificate    Incorporated by reference
                          of the Company's Common      from exhibit 4.5 of the
                                   Stock               Company's Registration
                                                       Statement on Form S-8,
                                                             Reg. No.
                                                            333-67858,
                                                         filed on August
                                                             17, 2001

         5.1               Opinion of Haynes and                                           X
                                Boone, LLP

         15.1               Letter re unaudited
                             interim financial
                               information*
</TABLE>

                                        9

<PAGE>

<TABLE>
<CAPTION>
1    EXHIBIT NUMBER             DESCRIPTION            INCORPORATED BY               FILED HEREWITH
                                                      REFERENCE FROM
     <S>                <C>                           <C>                       <C>
         23.1             Consent of Deloitte &                                            X
                               Touche LLP

         23.2             Consent of Haynes and                                   Included as part of
                               Boone, LLP                                             Exhibit 5.1

          24                Power of attorney                                   Signature Page to this
                                                                                Registration Statement

         99.1           W. Russell Scheirman, II                                           X
                          Employment Agreement

         99.2             Robert L. Gerry, III                                             X
                          Employment Agreement

         99.3           W. Russell Scheirman, II                                           X
                            Letter Agreement

         99.4             Robert L. Gerry, III                                             X
                            Letter Agreement
</TABLE>

*Not applicable

                                       10
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{"company-data": {"conformed-name": "VAALCO ENERGY INC /DE/", "cik": "0000894627", "assigned-sic": "1311", "irs-number": "760274813", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103576", "film-number": "03590557"}, "business-address": {"street1": "4600 POST OAK PL STE 309", "city": "HOUSTON", "state": "TX", "zip": "77027", "phone": "7136230801"}}
As filed with the Securities and Exchange Commission on March 4, 2003.
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               VAALCO ENERGY, INC.
             (Exact Name of Registrant as Specified in Its Charter)

              Delaware                                     76-0274813
    (State or Other Jurisdiction                        (I.R.S. Employer
  of Incorporation or Organization)                  Identification Number)

              4600 Post Oak Place, Suite 309, Houston, Texas 77027
                    (Address of Principal Executive Offices)

                               VAALCO ENERGY, INC.
                  W. RUSSELL SCHEIRMAN, II EMPLOYMENT AGREEMENT
                    ROBERT L. GERRY, III EMPLOYMENT AGREEMENT
                              (Full Title of Plan)

                            W. Russell Scheirman, II
                         4600 Post Oak Place, Suite 309
                              Houston, Texas 77027
                     (Name and Address of Agent for Service)

                                 (713) 623-0801
          (Telephone Number, Including Area Code, of Agent for Service)

                                    Copy to:
                              HAYNES AND BOONE, LLP
                           1000 Louisiana, Suite 4300
                              Houston, Texas 77002
                            Attn: George G. Young III
                                 (713) 547-2081

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                             Proposed Maximum     Proposed Maximum     Amount of
Title of Securities to be Registered       Amount to be     Offering Price Per       Aggregate        Registration
                                            Registered             Share           Offering Price         Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.10 per
 share (1)                                    980,000             $1.00(2)           $636,250(2)         $51.47
====================================================================================================================
(1) In addition pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
(2) Pursuant to Rule 457(h) of the Securities Act of 1933, the offering price
and registration fee is computed upon the basis of the price at which the stock
options may be exercised. The stock options may be exercised at the following
prices: 130,000 shares at $0.375; 150,000 shares at $0.50; 500,000 shares at
$0.625; and 200,000 shares at $1.00.

                                       1
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

         *Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to our employees and officers participating in the W. Russell
Scheirman, II Employment Agreement and Robert L. Gerry, III Employment Agreement
(the "Plans") as specified by Rule 428(b)(1) under the Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by us with the Securities and Exchange
Commission pursuant to Section 13 of the Securities Exchange Act of 1934, are
incorporated herein by reference:

    .    Annual Report on Form 10-KSB for the fiscal year ended December 31,
         2001.
    .    Quarterly Report on Form 10-QSB for the quarters ended March 31, 2002,
         June 30, 2002, and September 30, 2002.
    .    Current Report on Form 8-K filed on August 19, 2002.
    .    The description of our common stock contained in our Registration
         Statement on Form 10 (Registration No. 0-20928), as amended by Form 8
         filed by us filed with the Commission on January 25, 1993, including
         any future amendment or report filed for the purpose of updating such
         description.

         All documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered under
the Plans have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of the filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED PERSONS AND COUNSEL.

         Not applicable.

                                       2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware,
pursuant to which we are incorporated, provides generally and in pertinent part
that a Delaware corporation may indemnify its directors, officers, employees and
agents (or persons serving at our request as a director, officer, employee or
agent of another entity) against expenses, judgments, fines, and settlements
actually and reasonably incurred by them in connection with any civil, criminal,
administrative, or investigative suit or action except actions by or in the
right of the corporation if, in connection with the matters in issue, they acted
in good faith and in a manner they reasonably believed to be in or not opposed
to the best interests of the corporation, and in connection with any criminal
suit or proceeding, if in connection with the matters in issue, they had no
reasonable cause to believe their conduct was unlawful. Section 145 further
provides that in connection with the defense or settlement of any action by or
in the right of the corporation, a Delaware corporation may indemnify its
directors, officers, employees and agents (or persons serving at our request as
a director, officer, employee or agent of another entity) against expenses
actually and reasonably incurred by them if, in connection with the matters in
issue, they acted in good faith and in a manner they reasonably believed to be
in or not opposed to the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue, or matter as to
which such person has been adjudged liable to the corporation unless the
Delaware Court of Chancery or other court in which such action or suit is
brought approves such indemnification. Section 145 further permits a Delaware
corporation to grant its directors and officers additional rights of
indemnification through bylaw provisions and otherwise, and or purchase
indemnity insurance on behalf of its directors and officers. Article Nine of our
Certificate of Incorporation, as amended, and Article VII of our Bylaws, as
amended, provide, in general, that we may indemnify our directors, officers,
employees and agents (or persons serving at our request as a director, officer,
employee or agent of another entity) to the full extent of Delaware law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

                                       3
ITEM 8.  EXHIBITS.
EXHIBIT NUMBER            DESCRIPTION               INCORPORATED BY           FILED HEREWITH
                                                       REFERENCE FROM
4.1            Restated Certificate of     Incorporated by reference
                       Incorporation of the        from exhibit 4.1 of the
                              Company              Company's Registration
                                                   Statement on Form S-3,
                                                    Reg.No. 333-59095
                                                       filed on July
                                                         15, 1998

       4.2           Certificate of Amendment     Incorporated by reference
                    to Restated Certificate of     from exhibit 4.2 of the
                       Incorporation of the        Company's Registration
                              Company              Statement on Form S-3,
                                                     Reg.No. 333-59095
                                                       filed on July
                                                         15, 1998

       4.3             Bylaws of the Company      Incorporated by reference
                                                   from exhibit 4.3 of the
                                                   Company's Registration
                                                   Statement on Form S-3,
                                                      Reg.No. 333-59095
                                                       filed on July
                                                         15, 1998

       4.4          Amendment to Bylaws of the    Incorporated by reference
                              Company              from exhibit 4.4 of the
                                                   Company's Registration
                                                   Statement on Form S-3,
                                                     Reg.No. 333-59095
                                                       filed on July
                                                         15, 1998

       4.5          Designation of Convertible    Incorporated by reference
                     Series A Preferred Stock      from exhibit 4.1 of the
                          of the Company          Company's Report on Form
                                                         8-K filed
                                                       on March 4, 1998

       4.6          Specimen Stock Certificate    Incorporated by reference
                      of the Company's Common      from exhibit 4.5 of the
                               Stock               Company's Registration
                                                   Statement on Form S-8,
                                                         Reg. No.
                                                        333-67858,
                                                      filed on August
                                                         17, 2001

       5.1             Opinion of Haynes and                                          X
                            Boone, LLP

       15.1             Letter re unaudited
                         interim financial
                           information*
4
EXHIBIT NUMBER             DESCRIPTION           INCORPORATED BY          FILED HEREWITH
                                                  REFERENCE FROM
23.1             Consent of Deloitte &                                      X
                            Touche LLP

      23.2             Consent of Haynes and                             Included as part of
                            Boone, LLP                                       Exhibit 5.1

       24                Power of attorney                              Signature Page to this
                                                                        Registration Statement

      99.1           W. Russell Scheirman, II                                     X
                       Employment Agreement

      99.2             Robert L. Gerry, III                                       X
                       Employment Agreement

      99.3           W. Russell Scheirman, II                                     X
                         Letter Agreement

      99.4             Robert L. Gerry, III                                       X
                         Letter Agreement
*Not applicable

ITEM 9.  UNDERTAKINGS.

(a)   We hereby undertake:

              (1) To file, during any period in which offers or sales are being
              made, a post-effective amendment to this Registration Statement:

                  (i)   To include any prospectus required by Section 10(a)(3)
                        of the Securities Act of 1933;

                  (ii)  To reflect in the prospectus any facts or events arising
                        after the effective date of the Registration Statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        Registration Statement. Notwithstanding the foregoing,
                        any increase or decrease in volume of securities offered
                        (if the total dollar value of securities offered would
                        not exceed that which was registered) and any deviation
                        from the low or high end of the estimated maximum
                        offering range may be reflected in the form of a
                        prospectus filed with the Commission pursuant to Rule
                        424(b) if, in the aggregate, the changes in volume and
                        price represent no more than a 20% change in the maximum
                        aggregate offering price set forth in the "Calculation
                        of Registration Fee" table in the effective Registration
                        Statement;

                  (iii) To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        Registration Statement or any material change to such
                        information in the Registration Statement;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
      if the registration statement is on Form S-3, Form S-8 or Form F-3 and the
      information required to be included in a post-effective amendment by those
      paragraphs is contained in periodic reports filed with or furnished to the
      Commission by us pursuant to

                                       5
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
      are incorporated by reference in the Registration Statement.

            (2)   That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

            (3)   To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

      (b)   We hereby undertake that, for purposes of determining any liability
            under the Securities Act of 1933, each filing of our annual report
            pursuant to Section 13(a) or Section 15(d) of the Securities
            Exchange Act of 1934 (and, where applicable, each filing of an
            employee benefits plan's annual report pursuant to Section 15(d) of
            the Securities Exchange Act of 1934) that is incorporated by
            reference in the Registration Statement shall be deemed to be a new
            registration statement relating to the securities offered therein,
            and the offering of such securities at that time shall be deemed to
            be the initial bona fide offering thereof.

      (h)   Insofar as indemnification for liabilities arising under the
            Securities Act of 1933 may be permitted to our directors, officers
            and controlling persons pursuant to the foregoing provisions, or
            otherwise, we have been advised that in the opinion of the
            Commission such indemnification is against public policy as
            expressed in the Securities Act of 1933 and is, therefore,
            unenforceable. In the event that a claim for indemnification against
            such liabilities (other than the payment by us of expenses incurred
            or paid by a director, officer or controlling person in the
            successful defense of any action, suit or proceeding) is asserted by
            such director, officer or controlling person in connection with the
            securities being registered, we will, unless in the opinion of our
            counsel the matter has been settled by controlling precedent, submit
            to a court of appropriate jurisdiction the question whether such
            indemnification by us is against public policy as expressed in the
            Act and will be governed by the final adjudication of such issue.

                                       6
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Houston, State of Texas, on February 28, 2003.

                                     VAALCO ENERGY, INC.

                                     By: /s/ Robert L. Gerry, III
                                         ---------------------------------------
                                             Robert L. Gerry, III
                                             Chairman of the Board and
                                             Chief Executive Officer

                                       7
POWER OF ATTORNEY

     Each of the undersigned hereby appoints Robert L. Gerry, III and W. Russell
Scheirman, II, and each of them, as attorney and agent for the undersigned, with
full power of substitution, for and in the name, place and stead of the
undersigned, to sign and file with the Securities and Exchange Commission under
the Securities Act of 1933 any and all amendments and exhibits to this
Registration Statement and any and all applications, instruments and other
documents to be filed with the Securities and Exchange Commission pertaining to
the registration of the securities covered hereby, with full power and authority
to do and perform any and all acts and things whatsoever requisite or desirable.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 28, 2003.

Signature                                 Title
---------                                 -----

/s/ Robert L. Gerry, III                  Chairman of the Board and Chief
-----------------------------------       Executive Officer (principal executive
Robert L. Gerry, III                      officer)

/s/ W. Russell Scheirman, II              President, Chief Financial Officer and
-----------------------------------       Director (principal accounting and
W. Russell Scheirman, II                  financial officer)

/s/ Virgil A. Walston, Jr.                Vice Chairman of the Board and Chief
-----------------------------------       Operating Officer
Virgil A. Walston, Jr.

/s/ Robert H. Allen                       Director
-----------------------------------
Robert H. Allen

/s/ Walter W. Grist                       Director
-----------------------------------
Walter W. Grist

/s/ T. Michael Long                       Director
-----------------------------------
T. Michael Long

/s/ Arne R. Nielsen                       Director
-----------------------------------
Arne R. Nielsen

/s/ Lawrence C. Tucker                    Director
-----------------------------------
Lawrence C. Tucker

                                       8
EXHIBIT INDEX
EXHIBIT NUMBER              DESCRIPTION                INCORPORATED BY          FILED HEREWITH
                                                           REFERENCE FROM
4.1              Restated Certificate of     Incorporated by reference
                           Incorporation of the        from exhibit 4.1 of the
                                  Company              Company's Registration
                                                       Statement on Form S-3,
                                                         Reg.No. 333-59095
                                                           filed on July
                                                             15, 1998

         4.2             Certificate of Amendment     Incorporated by reference
                        to Restated Certificate of     from exhibit 4.2 of the
                           Incorporation of the        Company's Registration
                                  Company              Statement on Form S-3,
                                                         Reg.No. 333-59095
                                                           filed on July
                                                             15, 1998

         4.3               Bylaws of the Company      Incorporated by reference
                                                       from exhibit 4.3 of the
                                                       Company's Registration
                                                       Statement on Form S-3,
                                                         Reg.No. 333-59095
                                                           filed on July
                                                             15, 1998

         4.4            Amendment to Bylaws of the    Incorporated by reference
                                  Company              from exhibit 4.4 of the
                                                       Company's Registration
                                                       Statement on Form S-3,
                                                         Reg.No. 333-59095
                                                           filed on July
                                                             15, 1998

         4.5            Designation of Convertible    Incorporated by reference
                         Series A Preferred Stock      from exhibit 4.1 of the
                              of the Company          Company's Report on Form
                                                             8-K filed
                                                          on March 4, 1998

         4.6            Specimen Stock Certificate    Incorporated by reference
                          of the Company's Common      from exhibit 4.5 of the
                                   Stock               Company's Registration
                                                       Statement on Form S-8,
                                                             Reg. No.
                                                            333-67858,
                                                         filed on August
                                                             17, 2001

         5.1               Opinion of Haynes and                                           X
                                Boone, LLP

         15.1               Letter re unaudited
                             interim financial
                               information*
9
1    EXHIBIT NUMBER             DESCRIPTION            INCORPORATED BY               FILED HEREWITH
                                                      REFERENCE FROM
23.1             Consent of Deloitte &                                            X
                               Touche LLP

         23.2             Consent of Haynes and                                   Included as part of
                               Boone, LLP                                             Exhibit 5.1

          24                Power of attorney                                   Signature Page to this
                                                                                Registration Statement

         99.1           W. Russell Scheirman, II                                           X
                          Employment Agreement

         99.2             Robert L. Gerry, III                                             X
                          Employment Agreement

         99.3           W. Russell Scheirman, II                                           X
                            Letter Agreement

         99.4             Robert L. Gerry, III                                             X
                            Letter Agreement
*Not applicable

                                       10