Item 1.02 Termination of a Material Definitive Agreement.

Effective September 14, 2007, the Board of Directors (the "Board") of VAALCO Energy, Inc. ("VAALCO") adopted the Rights Agreement, between VAALCO and Registrar and Transfer Company (the "Rights Agreement") and declared a distribution of one right (a "Right") for each share of VAALCO common stock. One Right attached to each outstanding share of VAALCO common stock.

On July 8, 2009, the Board determined to redeem all outstanding Rights pursuant to the Rights Agreement. The redemption is effective as of the close of business on July 24, 2009, and holders of Rights will have no further rights with respect to the Rights other than to receive a redemption payment of $0.001 per Right on or about August 1, 2009. The record date for the redemption payment is the close of business on July 24, 2009.

Item 7.01 Regulation FD Disclosure.

Attached hereto as Exhibit 99.1 is a press release issued by VAALCO on July 8, 2009 regarding the redemption of the Rights under the Rights Agreement.

Pursuant to General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Form 8-K, including the exhibit, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, and is not incorporated by reference into any filing of VAALCO, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Pursuant to General Instruction B.2 of Form 8-K, the following exhibit is furnished with this Form 8-K.

99.1 Press Release, dated July 8, 2009.

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