February 5, 2021

Division of Corporation Finance

Office of Real Estate & Construction

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Ladies and Gentleman:

Pursuant to the request of the staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the "Commission"), on behalf of W&T Offshore, Inc. (the "Company," "we," "us" or "our") we are furnishing with this correspondence the supplemental information on Annex A referenced in the Company's response to the Staff dated December 22, 2020 (the "Company Response"). The Company Response was filed in response to the Staff's comment letter, dated December 11, 2020, with respect to the Company's current report on form 8-K, File No. 001-32414, filed with the Commission on November 4, 2020.  The attached Annex A should be read in conjunction with, and should be considered a part of, the Company Response.

Please direct any questions or comments concerning this request or the enclosed material to our Chief Financial Officer, Janet Yang, at jyang@wtoffshore.com or our counsel, James M. Prince of Vinson & Elkins L.L.P. at 713-758-3710.

Annex A

(see attached)

W&T Offshore, Inc.

Adjusted EBITDA/ Free Cash Flow Reconciliations (Proposed Example for Future Filings)

The Company presents the non-GAAP financial measures Adjusted EBITDA and Free Cash Flow. The Company defines Adjusted EBITDA as net (loss) income plus income tax (benefit) expense, net interest expense, and depreciation, depletion, amortization and accretion, excluding the unrealized commodity derivative gain or loss, amortization of derivative premium, bad debt reserve, and gain on debt transactions. Company management believes this presentation is relevant and useful because it helps investors understand W&T’s operating performance and makes it easier to compare its results with those of other companies that have different financing, capital and tax structures. Adjusted EBITDA should not be considered in isolation from or as a substitute for net income, as an indication of operating performance or cash flows from operating activities or as a measure of liquidity. Adjusted EBITDA, as W&T calculates it, may not be comparable to Adjusted EBITDA measures reported by other companies. In addition, Adjusted EBITDA does not represent funds available for discretionary use.

The Company defines Free Cash Flow as Adjusted EBITDA (defined above), less capital expenditures, plugging and abandonment costs and interest expense (all on an accrual basis). The Company defines capital expenditures as costs incurred related to oil and natural gas properties and equipment and furniture and fixtures, excluding acquisition costs. Company management believes that Free Cash Flow is an important financial performance measure for use in evaluating the performance and efficiency of its current operating activities after the impact of accrued capital expenditures, plugging and abandonment costs and interest expense and without being impacted by items such as changes associated with working capital, which can vary substantially from one period to another. Free Cash Flow, as defined and calculated by the Company, may not be comparable to Free Cash Flow measures reported by other companies. While the Company includes interest payments in the calculation of Free Cash Flow, other mandatory debt service requirements of future payments of principal at maturity (if such debt is not refinanced) are excluded from the calculation of Free Cash Flow. These and other non-discretionary expenditures that are not deducted from Free Cash Flow would reduce cash available for other uses.

The following tables present (i) a reconciliation of the Company’s Adjusted EBITDA and Free Cash Flow to net (loss) income, a GAAP measure and (ii) a reconciliation of Free Cash Flow to cash flow from operating activities, a GAAP measure.