On October 12, 2012, W&T Offshore, Inc. (the "Company") filed a current report on Form 8-K (the "Initial 8-K") to report the completion on October 5, 2012 of an acquisition of oil and gas leasehold interests of approximately 416,000 gross acres, excluding related overriding royalty interests, in the Gulf of Mexico from Newfield Exploration Company and its subsidiary, Newfield Exploration Gulf Coast LLC (the "Newfield Properties").

The Initial 8-K also stated that the required financial statements and pro forma financial information related to the Newfield Properties would be filed by an amendment to the Initial 8-K. This amendment on Form 8-K/A amends and supplements the Initial 8-K to include financial statements and pro forma financial information as described in Items 9.01(a) and 9.01(b). No other amendments are being made to the Initial 8-K.

(a) Financial Statements of Business Acquired.

The audited statements of revenues and direct operating expenses of the Newfield Properties for the years ended December 31, 2011, 2010 and 2009 and related notes; and the unaudited statements of revenues and direct operating expenses of the Newfield Properties for the nine months ended September 30, 2012 and 2011 and related notes are attached as Exhibit 99.1 hereto.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined balance sheet as of September 30, 2012, the unaudited pro forma condensed combined statements of income for the year ended December 31, 2011 and for the nine months ended September 30, 2012, and the related notes showing the pro forma effects of the Newfield Properties acquisition are attached as Exhibit 99.2 hereto.

(d) Exhibits.

  Exhibit
    No.                                     Description

Exhibit 23.1    Consent of PricewaterhouseCoopers LLP.

Exhibit 23.2    Consent of Netherland, Sewell & Associates, Inc.

Exhibit 99.1    Audited statements of revenues and direct operating expenses of the
                Newfield Properties for the years ended December 31, 2011, 2010 and
                2009 and related notes; and the unaudited statements of revenues
                and direct operating expenses of the Newfield Properties for the
                nine months ended September 30, 2012 and 2011 and related notes.

Exhibit 99.2    Unaudited pro forma condensed combined balance sheet as of
                September 30, 2012, the unaudited pro forma condensed combined
                statements of income for the year ended December 31, 2011 and for
                the nine months ended September 30, 2012 and the related notes
                showing the pro forma effects of the Newfield Properties
                acquisition.