Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

FRIEDMAN BRIAN P

2. Date of Event Requiring Statement (Month/Day/Year)
01/27/2005

3. Issuer Name and Ticker or Trading Symbol
W&T OFFSHORE INC [WTI]

(Last)

(First)

(Middle)

C/O JEFFERIES CAPITAL PARTNERS, 520 MADISON AVENUE

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK, NY 10022

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	13,549,663	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	13,549,663	I	See footnotes ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock	7,054,218	D ⁽⁴⁾ ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FRIEDMAN BRIAN P C/O JEFFERIES CAPITAL PARTNERS 520 MADISON AVENUE NEW YORK, NY 10022		X
FS PRIVATE INVESTMENTS III LLC C/O JEFFERIES CAPITAL PARTNERS 520 MADISON AVENUE NEW YORK, NY 10022		X
ING FURMAN SELZ INVESTORS III LP C/O JEFFERIES CAPITAL PARTNERS 520 MADISON AVENUE NEW YORK, NY 10022		X

Signatures

/s/ Brian P. Friedman		01/27/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These securities are deemed to be indirectly beneficially owned by Brian P. Friedman.
(2)	Mr. Friedman is one of two managing members of Jefferies Capital Partners (a/k/a FS Private Investments III LLC and referred to hereinafter as "JCP").The other managing member of JCP is James L. Luikart who also is a director of the Issuer. JCP controls the investment and/or voting power in respect of all of the 13,549,663 shares of Common Stock disclosed herein (the "Total Shares").Of the Total Shares, an aggregate of 10,123,806 shares are held by three funds (the "JCP Funds") that are managed by JCP, including 7,054,218 shares that are held by ING Furman Selz Investors III L.P. ("IFSI III").In addition, until the consummation of the Issuer's initial public offering of securities, JCP has control over the balance of the Total Shares pursuant to a proxy granted to JCP by each of PPM America Private Equity Fund, L.P., MCC 2003 Grantor Retained Annuity Trust, Danny Conwill, as Trustee, DOC 2002 Trust #1, Mary Conwill, as Trustee, Stephen A. Landry and Jefferies & Company, respectively.
(3)	Mr. Friedman is compensated, in part, based on the financial performance of the securities held in the Funds. Mr. Friedman disclaims beneficial ownership of the Total Shares except to the extent of his proportionate pecuniary interest therein resulting from his direct or indirect interests in JCP and the JCP Funds.
(4)	Mr. Luikart today is filing, separately from Mr. Friedman, JCP and IFSI III, a Form 3 to describe Mr. Luikart's beneficial ownership interest in the Total Shares.
(5)	These securities are indirectly beneficially owned by JCP.
(6)	These securities are directly beneficially owned by IFSI III and comprise a portion of the Total Shares.
Remarks: (*) Mr. Friedman is filing this form (a) on behalf of himself and (b) as designated filer for (i) Jefferies Capital Partners and (ii) ING Furman Selz Investors III L.P.

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