October 27, 2016
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: H. Roger Schwall
| Re: | Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (File No. 333-214168) of W&T Offshore, Inc. (the “Registrant”) |
Dear Mr. Schwall:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, and on behalf of the Registrant, we hereby request that the effectiveness of the above-captioned Registration Statement (the “Registration Statement”) be accelerated so that such Registration Statement will become effective on Tuesday, November 1, 2016, at 3:00 p.m., Eastern Time, or as soon thereafter as practicable.
Please direct any questions that you have with respect to the foregoing to James M. Prince at Vinson & Elkins L.L.P. at (713) 758-3710.
| Very truly yours, | ||
| W&T OFFSHORE, INC. | ||
| W&T OFFSHORE, INC. | ||
| By: | /s/ John D. Gibbons | |
| Name: | John D. Gibbons | |
| Title: | Senior Vice President and Chief Financial Officer | |
Enclosures
| cc: | James M. Prince, Vinson & Elkins L.L.P. |