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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
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