TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo October 21, 2021 Tracy Krohn Chairman, Chief Executive Officer, President and Director W&T OFFSHORE INC 5718 Westheimer Road Suite 700 Houston, Texas 77057 Re: W&T OFFSHORE INC Registration Statement on Form S-3 Filed October 14, 2021 File No. 333-260248 Dear Mr. Krohn: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Arthur Tornabene-Zalas at 202-551-3162 or Laura Nicholson, Special Counsel, at 202-551-3584 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Jim Prince