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