UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)
____________________________________________________________
1. Name of Reporting Person The 1818 Fund II, L.P.
S.S. or I.R.S. Identifica-
tion No. of Above Person
____________________________________________________________
2. Check the Appropriate Box (a) 1
if a Member of a Group (b) 0
____________________________________________________________
3. S.E.C. Use Only
____________________________________________________________
4. Citizenship or Place of Organization Delaware
____________________________________________________________
Number of Shares (5) Sole Voting Power 0
Beneficially (6) Shared Voting Power 36,513,441
Owned by Each (7) Sole Dispositive Power 0
Reporting Person (8) Shared Dispositive Power 36,513,441
____________________________________________________________
9. Aggregate Amount Beneficially Owned by Each Reporting Person
36,513,441
____________________________________________________________
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares ______
____________________________________________________________
11. Percent of Class Represented by Amount in Row 9 62.2%
____________________________________________________________
12. Type of Reporting Person PN
____________________________________________________________
____________________________________________________________
1. Name of Reporting Person Brown Brothers Harriman & Co.
S.S. or I.R.S. Identifica-
tion No. of Above Person
____________________________________________________________
2. Check the Appropriate Box (a) 1
if a Member of a Group (b) 0
____________________________________________________________
3. S.E.C. Use Only
____________________________________________________________
4. Citizenship or Place of Organization New York
____________________________________________________________
Number of Shares (5) Sole Voting Power 0
Beneficially (6) Shared Voting Power 36,513,441
Owned by Each (7) Sole Dispositive Power 0
Reporting Person (8) Shared Dispositive Power 36,513,441
____________________________________________________________
9. Aggregate Amount Beneficially Owned by Each Reporting Person
36,513,441
____________________________________________________________
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares ______
____________________________________________________________
11. Percent of Class Represented by Amount in Row 9 62.2%
____________________________________________________________
12. Type of Reporting Person BK
____________________________________________________________
____________________________________________________________
1. Name of Reporting Person T. Michael Long
(in the capacity described herein)
S.S. or I.R.S. Identifica-
tion No. of Above Person
____________________________________________________________
2. Check the Appropriate Box (a) 1
if a Member of a Group (b) 0
____________________________________________________________
3. S.E.C. Use Only
____________________________________________________________
4. Citizenship or Place of Organization United States
____________________________________________________________
Number of Shares (5) Sole Voting Power 0
Beneficially (6) Shared Voting Power 36,513,441
Owned by Each (7) Sole Dispositive Power 0
Reporting Person (8) Shared Dispositive Power 36,513,441
____________________________________________________________
9. Aggregate Amount Beneficially Owned by Each Reporting Person
36,513,441
____________________________________________________________
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares ______
____________________________________________________________
11. Percent of Class Represented by Amount in Row 9 62.2%
____________________________________________________________
12. Type of Reporting Person IN
____________________________________________________________
____________________________________________________________
1. Name of Reporting Person Lawrence C. Tucker
(in the capacity described herein)
S.S. or I.R.S. Identifica-
tion No. of Above Person
____________________________________________________________
2. Check the Appropriate Box (a) 1
if a Member of a Group (b) 0
____________________________________________________________
3. S.E.C. Use Only
____________________________________________________________
4. Citizenship or Place of Organization United States
____________________________________________________________
Number of Shares (5) Sole Voting Power 0
Beneficially (6) Shared Voting Power 36,513,441
Owned by Each (7) Sole Dispositive Power 0
Reporting Person (8) Shared Dispositive Power 36,513,441
____________________________________________________________
9. Aggregate Amount Beneficially Owned by Each Reporting Person
36,513,441
____________________________________________________________
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares ______
____________________________________________________________
11. Percent of Class Represented by Amount in Row 9 62.2%
____________________________________________________________
12. Type of Reporting Person IN
____________________________________________________________
Item 1.
(a) Name of Issuer
VAALCO Energy, Inc.
(b) Address of Issuers Principal Executive Offices
4600 Post Oak Place, Suite 309, Houston, TX 77027
Item 2.
(a) Names of Persons Filing
(i) The 1818 Fund II, L.P. (?Fund?);
(ii) Brown Brothers Harriman & Co. (?BBH&Co.? and general
partner of the Fund);
(iii) T. Michael Long (?Long?);
(iv) Lawrence C. Tucker (?Tucker?).
(b) Address of Principal Business Office
140 Broadway
New York, New York 10005
(c) Citizenship
Fund - a Delaware limited partnership
BBH&Co. - a New York limited partnership
Long - United States
Tucker ? United States
(d) Title of Class of Securities
Common Stock, par value $0.01 per share (the Common Stock or
Shares)
(e) CUSIP Number
91851C201
Item 3.
This statement is not filed pursuant to either Rule 13d-1(b)or 13d-2(b)or
(c).
Item 4.
Ownership.
(a)
Amount Beneficially Owned:
As of December 31, 2004, the Fund was deemed the holder of 36,513,441 shares of
Common Stock. Outright holdings of common stock were 12,929,191. In addition
6,667 convertible preferred (convertible in to 18,334,250 common shares) and
warrants for 5,250,000 common shares are owned. In accordance with Rule
13d-3(d) promulgated under the Securities Exchange Act of 1934, as amended, the
fund is deemed to own 36,513,441 shares of common stock, assuming conversion of
preferred, and warrant exercise, which would result in issuance of additional
common shares. Percentage of holdings is based upon the 58,668,747 outstanding
diluted shares reported on VAALCO's 9/30/2004 10QSB.
By virtue of BBH& Co.?s relationship with the Fund, BBH&Co. may be
deemed to beneficially own, pursuant to Rule 13d-3 of the Act,
12,929,191 Shares. By virtue of the resolution adopted by BBH&Co.
designating Long and Tucker, or either of them, as the sole and exclusive
partners of BBH&Co. having voting power (including the power to vote
or to direct the vote) and investment power (including the power to
dispose or to direct the disposition) with respect to the Shares, each of
Long and Tucker may be deemed to beneficially own outright, pursuant to
Rule 13d-3 of the Act, 12,929,191 Shares. In addition 6,667 convertible
preferred (convertible in to 18,334,250 common shares) and warrants for
5,250,000 common shares are owned In accordance with Rule 13d-3(d)
promulgated under the Securities Exchange Act of 1934, as amended, the
fund is deemed to own 36,513,441 shares of common stock, assuming conversion
of preferred, and warrant exercise, which would result in issuance of
additional common shares.
(b)
Percent of Class:
For each of the Fund, BBH & Co., Long and Tucker, approximately
62.2% based on the number of shares of Common Stock outstanding as
reported in the Issuer?s Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2004.
Number of shares as to which the persons filing have:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 36,513,441 Shares
(iii) Sole power to dispose or to direct the disposition: 0
(iv) Shared power to dispose or to direct the disposition: 36,513,441
Shares
Item 5.
Ownership of Five Percent or Less of a Class
Not applicable.
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7.
Identification and Classification of Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company or Control Person
Not applicable.
Item 8.
Identification and Classification of Members of the Group
See Item 4.
Item 9.
Notice of Dissolution of Group
Not applicable.
Item 10.
Certification
?By signing below I certify that, to the best of my knowledge and belief the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.?
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated as of February 4, 2005
THE 1818 FUND II, L.P.
By: Brown Brothers Harriman & Co.,
its General Partner
By: /s/ Lawrence C. Tucker
Name: Lawrence C. Tucker
Title: Partner
BROWN BROTHERS HARRIMAN & CO.
By: /s/ Lawrence C. Tucker
Name: Lawrence C. Tucker
Title: Partner
/s/ Lawrence C. Tucker
Lawrence C. Tucker
/s/ T. Michael Long
T. Michael Long