Good morning, ladies and gentlemen, welcome to the W&T Offshore fourth quarter earnings conference call. During today's presentation all parties will be in a listen-only mode. Following the presentation, the conference can be open for questions. (Operator instructions). This Conference Call is being recorded today, Thursday, February 26th of 2009. I would now like to turn the conference over to Manual Mondragon, Vice President of Finance for W&T Offshore. Please go ahead, sir.

Thank you, operator and good morning to everyone. We appreciate you joining us for W&T Offshore's conference call to review the fourth quarter and full year 2008 results. Before I turn the call over, I have a few items to go over. If you wish to listen to the replay of today's call, it will be available in a few hours by webcast or via recorded replay until March 5th 2009. You'll find access instructions in today's press release. Information recorded on this call speaks only as of today, February 26, 2009 and therefore time sensitive information may no longer be accurate as of the date of any replay. Today, management is going to discuss certain topics that contain forward-looking information which is based on management's beliefs as well as assumptions made by and information currently available to management. Although management believe these expectations reflected in such forward-looking statements are reasonable, they can give no assurance that such expectations will prove to be correct. Such statements are subject to certain risks, uncertainties and assumptions which are described in this morning's earnings release and the company's most recent annual report on Form 10-K and subsequent filings with the Securities and Exchange Commission. Should one or more of these risks materialize or should underlying assumptions prove incorrect actual results may vary materially from those expected. Today's call also includes a discussion of probable and possible reserves or may use terms like risk, reserve potential, upside or other descriptions of non-proved reserves. The SEC generally only allows disclosure of proved reserves in the security filings and these estimates are non-proved reserves or resources are by their nature, more speculative and are subject to substantially greater risks. Please also note that this conference call contains references to non-GAAP financial measures. You can find reconciliations of these non-GAAP financial measures to GAAP financial measures in the Form 8-K filed by the company earlier today as well as in this morning's press release. Now I'd like to take the time to turn over the call to Mr. Tracy Krohn.

Thanks, Manny. Good morning, everyone. Thanks for joining us for our fourth quarter and full year 2008 conference call. Again, I'm Tracy Krohn, this morning I'll review the key events that took place in the fourth quarter and full year 2008. Here with me today are Danny Gibbons, our Chief Financial Officer. Dan will review the company's year and financial position and Steve Schroeder, our Chief Operating Officer. Steve will talk about our operations, production and LOE guidance. And our President, Jamie Vazquez is also here and available to take your questions right in the call during Q&A session. Let's talk a little bit about reserves. Netherland Sewell & Associates are our third party consultant, evaluates and calculates our reserves from the ground up. This means they perform an independent engineering and geologic assessment of all our reserves. At December 31, 2008, the company's proved reserves were 491.1 billion cubic feet equivalent compared to 638.8 billion cubic feet equivalent at December 31, 2007. That's a net reduction of 23%. This decline in reserves was primarily due to the decline in oil and natural gas prices. The good news is that we replaced 108% of our 2008 production through acquisitions in the drill bit excluding revisions and extensions. The PV10 of our total proved reserves is 930.9 million of year-end pricing and includes estimated asset retirement obligations. In 2008, Netherland Sewell & Associates evaluated not only our proved reserves, but also our probable and possible reserves as well. On a 3P basis at year-end 2008, we had 347 Bcfe of probable and 505 Bcfe of possible reserves bringing the company's 3P total to 1.3 trillion cubic feet equivalent. That is an increase to 3P reserves of 160 Bcfe or 14% over 2007 3P reserves. The probable and possible reserves associated directly…

Thanks, Tracy, and good morning everyone. Today I'd like to start with an update of some of our balance sheet items. Let me begin with cash and long term debt. We ended the year with 357.6 million in cash and cash equivalents, which represent a $43.5 million build over year in 2007. However, the year-end 2008 balance is below the level we had at the end of September 30, 2008. During the fourth quarter we set a $148.4 million on capital expenditures net. At accounts payable, another decrease of $158.6 million. Please also note that adjusted EBITDA was $22.2 million, due to lower production volumes associated with the hurricane damage to third party pipeline and the drop in oil and gas prices without a corresponding decrease in operating cost. We also paid $22.1 million of interest and $20.8 million in dividend. The sum of these items account for the $328 million decline in cash balances between the end of September and the end of December. At the end of January 2009, we had $300 million of cash on the balance sheet. We ended the year with total debt of $653.2 million. That represents a slight decrease of $1.6 million from year-end 2007 and a $400,000 decrease over the third quarter. As you know, we have a $500 million revolving bank credit facility that continues to be undrawn and available to fund opportunities. Our borrowing base was reaffirmed on October 24, 2008 and is subject to redetermination every six months. Although we do not know yet what the future borrowing base will be, we would expect that at current prices and the reduction in reserves until last redetermination our borrowing base will be reduced. Nevertheless, with our cash balance and undrawn revolving credit facility our liquidity position continues to be sufficient…

Thanks, Danny. We currently have five rigs contracted, four operated and one non-operated. For 2009, we've already had success with three exploration wells along with one non-commercial development well on the conventional shelf. We expect to continue a modest drilling program in the first quarter of 2009. Similar to 2008, we are focusing on platform-based exploration such as two wells planned in the Main Pass area. One of these wells, the Main Pass 283 A3 side track has already been successfully drilled and is currently in the completion phase. Additional platform base drilling is planned for the South Timbalier area, where we plan to operate a multi-well exploration and developing drilling program targeting primarily oil reservoirs. As discussed in our last call, we began drilling the Mahogany A12 side track development well at year-end 2008. This subsalt well has since drilled into the development section and we are still planning to drill the deeper exploration section to potential pay sands below 15,000 feet. Additionally, while not budgeted in for 2009, planning work continues on another Mahogany deep shelf well designed to explore Mahogany deep geologic structure. These proposed well targets are in the upper and middle Miocene age sediments at a much deeper depth of about 25,000 feet. Last week, we found our objectives as planned, in the South Marsh Island 39 C4 well encountering 153 feet of gas sand, full to base in the 50% working interest field. The well is currently being completed and is expected to be online early in the second quarter. This well will be followed up by one additional opportunity in this non-operated field. Relative to operations, we continue our work on the Daniel Boone development project and have budgeted approximately $32 million to complete this project in 2009. The pipeline route and installation…

Thanks, Steve. One last word about 2008. In 2008, we visited or evaluated over $2 billion worth of assets in data room for private transactions. As you know, we acquired only one property that was Ship Shoal 349 for $117 million. That's a project we've been working on for over two years. We were simply unwilling to pay the types of prices that others are willing to pay. In hindsight we made some really good decisions. We believe we are in a much better position than many of our competitors and we will get more than our fair share of opportunities. We don't budget for acquisitions but will maintain liquidity to act upon an acquisition when one becomes available at what we think is the right price. We're still in this for the long-term and looking for the right reserves at the right price. We're very excited about our opportunities set this year and the fact that we do have liquidity and look forward to the challenges ahead of us. That concludes our prepared remarks and we are ready to take your questions. Operator, would you please open the phone lines for Q&A?

Thank you, sir. (Operator instructions). The first question comes from the line of Scott Hanold with RBC Capital Markets. Please go ahead. Scott Hanold – RBC Capital Markets: Yes, thank you, good morning.

Good morning, Scott. Scott Hanold – RBC Capital Markets: When you got to look at your CapEx budget and some of the wells that you're drilling I know you talked about some of this platform based activity. Can you kind of talk about how big are these prospects you're drilling right now, how many wells do you plan on drilling in total in 2009 and is that $220 million to $270 million spending plan going to basically keep production flat absent obviously, anything like Daniel Boone coming online?

That's a pretty all encompassing question but I'll do the best I can with here. Scott, I think that as we look at targets, we don't normally publish our individual targets on a well basis, but certainly, the intent is that we'll spend enough money based on what the current price is to justify our CapEx program. With regard to that I think it is important that you note that we're front end loaded, for instance, lot of that expenditure will be in the first and second quarters as a result of Daniel Boone. We do have rigs on location now. Most of the activities associated with existing infrastructure, so those targets can vary widely from a couple Bcf to double-digit Bcf. So I don't really publish individual wells, but it's being done with an eye on what current pricing is. Scott Hanold – RBC Capital Markets: Maybe if I can indicate it in a different way. When you look at your prospects on the shelf, can you talk about economic thresholds for what you're doing out there and with that the gas price around $4, does that stress a lot of your inventory that you look to drill?

It certainly does. I think it does for everyone, as prices go down and come up, we will adjust that budget to what we think is the correct procedure to finish the rest of the year. I do expect that throughout the course of the year, we'll be evaluating this monthly really. We've got five rigs out there right now. Most of which we operate. And of those rigs most are associated with platforms. So I think that the ones that we have on platforms are committed to certain programs. Most of it is not variable. In terms of wells that we'll drill, we don't know exactly what that well count will be. Some of it is contingent upon success, so I'm hesitant to give out an exact well count at this point. Scott Hanold – RBC Capital Markets: Okay, okay. And a follow-up question, bigger picture, you've always been an acquiring – acquired – acquisition driven company and at the low in the market where we're at right now as far as pricing. Would you expect more assets to come to market or would it be something basically you're going to need to see more support for commodity prices before people start to sell assets and things to come to market?

The short answer is, yes, I do expect to see more assets in the market. There are assets out there available now at a price; that's very difficult to determine what that proper price should be. There is only been one real market in the last six months for the Gulf of Mexico. So we're very content to be patient and take our time and take advantage of the opportunities that we think will fit us best. Scott Hanold – RBC Capital Markets: Okay. So if you don't find anything obvious that that's out there in the market that meets your price, what else would you look to do with your cash? Is it basically just sit on the balance sheet for now and/or would you look to do a special dividend as you've done in the past?

I've been through this more than once in up cycles and down cycles and our best benefit has always been just exercising patience and seeing what develops as we continue to go through. Opportunities come up and usually come up pretty quick, so you want to maintain some liquidity. Scott Hanold – RBC Capital Markets: Appreciate it. Thanks.

Thank you, sir.

Thank you. Our next question comes from the line of Crystal Choi [ph] with Raymond James. Please go ahead. Crystal Choi – Raymond James: Good morning.

Good morning, Crystal. Crystal Choi – Raymond James: Follow-up question on CapEx. And I know that spending is flexible in prices and your plans for well activity is too. I just want to know the general split, maybe a percentage wise between how much will be development and exploration?

Hold on just one moment, I'll see if I can give you that split in numbers. I don't have it right here in front of me. It's fairly weighted toward development since we've got Daniel Boone coming up, but if you'll stand down here just a minute I'll see if I can get you these numbers, Steve is looking them up for me right now.

Actually, about 40% is on the exploration side. That excludes the completion of the wells once they've been drilled, so, that's strictly the drilling cost for the exploration wells. Crystal Choi – Raymond James: Okay, that's helpful. And I was wondering what you're seeing on jackup rates and what kind of cost decline assumptions are you using, if at all, in your CapEx budget?

It's difficult to forecast what you think rig rates are going to do. Certainly, right now, they're going down and the reason for that is normally with jackup rigs you'll have a one or two well commitment with an option for a second or a third. It takes about one month to six months for these wells for these rigs to come off contract. As they come off contract, they are at spot, so at spot, they are treated with market deference. So as you continue to see commodity prices go down, you'll continue to see rig prices go down. Similarly, you'll continue to see transportation prices go down, et cetera. So no, the short answer is I don't expect that we see the bottom of the rig market yet. Crystal Choi – Raymond James: Okay. Thank you.

Yes, ma'am. Thank you.

Thank you. The next question comes from the line of Neal Dingmann with Wunderlich Securities. Please go ahead. Neal Dingmann – Wunderlich Securities: Good morning guys.

Good morning, Neal. Neal Dingmann – Wunderlich Securities: Tracy, could you obviously – as Steve mentioned the same that the CapEx is front end weighted. I guess my question centers around how much could you react to prices go up in the second half of this year, would you be able to, obviously, you got the dry powder to spend, do you have developmental activities or exploration where you could see some very quick near term growth if prices do cooperate second half?

Yes, the short answer to that is yes. One of the reasons is that you'll see as far as growth is concerned, you'll see reserves come back on the books as prices increase. Similarly, as we get to a different price threshold for different wells we might want to drill in inventory then you would logically expect to see that activity level go up some. Neal Dingmann – Wunderlich Securities: So Tracy, would that be like the – around the Daniel Boone or do you expect some of these areas where you just immediately do some more developmental around those or are we talking entirely new plays?

Well, I think it's probably little bit of both. There's not really a whole lot that we need to do additionally in development at Daniel Boone at this point in time other than get the darn thing hooked up. That's taking up some of our stamp time and what not. So as far as other areas to develop, yes, we have other wells to drill such as our deep well at Mahogany, 25,000 footer which is not something we are planning on doing this year, we still got more planning to do, and reserves, at some point in time we think would be quite substantial on a risked or unrisked basis, but we haven't fully finished our evaluation on that, but, yes, the short answer to your question is that, yes, we would expect to be drilling in different areas that would be exploratory in nature as well. Neal Dingmann – Wunderlich Securities: Okay. And then follow-up is for either yourself or Danny. As far as two areas, one on the receivables, are you pretty confident that you'll see all those come in the number – it's that not any higher than it has been, but a relatively high number? And then second on what you're assuming for LOE cost, does that have prices come down or what does that have baked in as far as you go forward just on rig rates and those type of things?

I'll address that, Steve talk about LOE. Most all of our customers on the – from a sales side of the majors, Chevron, Shell and the like, so usually we're not going to have a problem with who we sell to. The other portion of the receivables are from joint interest parties who we do work with. We haven't had any issues with that as long as we bill correctly we're not seeing issues with that. So most of that stuff is property related anyway, so we're not expecting any issues with that, and obviously, we pay very close attention to it. Neal Dingmann – Wunderlich Securities: Got it.

And Neal, relative to LOE, right now, the main reduction service costs that we've seen has been in the cost of fuel and we have baked that into our number. The rest of them we pretty much kept flat although we do think that during the year the service costs will go down. Neal Dingmann – Wunderlich Securities: Okay. Thank you all.

Thank you, sir.

Thank you. Our next question comes from the line of Noel Parks with Ladenburg Thalmann. Please go ahead. Noel Parks – Ladenburg Thalmann: Good morning.

Good morning, Noel. Noel Parks – Ladenburg Thalmann: I just had a few questions.

Sure. Noel Parks – Ladenburg Thalmann: One of them had to do with the fourth quarter numbers. I was trying to arrive at a clean discretionary cash flow number for the quarter and so, I just wanted a little help on the taxation. Can you just shed a little light on the tax treatment of the impairment and also what discretionary cash flow would have looked like without it and my main question is around what the deferred tax percentage would have been without the impairment?

Noel, as I think about pre-tax excluding the impairment, would have been about $354 million. As a result of that, you would still have the Section 199 deduction, which is that qualified domestic reduction activity, which is a tax credit that's about 1% impact on the statutory rate, so it would have been at about 34% on a clean basis. Other than that, I can't remember the reconciling items. What happens with the impairment is you get away from a deferred tax liability to a deferred tax asset. You got the evaluation allowance against the deferred tax asset, you got the recapture of the Section 199 deductions, you got some of the recapture related to the employee benefit plans. So you end up with a really messy number in the fourth quarter when you go from, say, tax position of a liability to an asset. Sorry about that, but that's what happens. But again excluding the impairment, again, $354 million pre-tax, you've been effectively the 35% statutory rate minus the Section 199 deduction, so 34%.

This is Tracy. For those of you that don't do tax speak, that means we'll get a tax credit. Noel Parks – Ladenburg Thalmann: Thanks. But and again, I'm sorry, if this is implied in what you said. So if we didn't have the impairment, then the cash tax percentage, can you give me a sense of what that would have been?

You were still – from a cash standpoint, the deferred would have been still pretty large, the cash tax would have been small and the reason is remember we're deducting IDC for tax and advertising is for book, so, we would have been in a very small cash tax position. Noel Parks – Ladenburg Thalmann: Okay. So let's say 75% deferred be fair?

Probably higher than that. Noel Parks – Ladenburg Thalmann: Okay. Great. And just a question about the Healy project. Where does that stand? I know you were evaluating just how to design the production layoff for that.

Yes, we are. With regard to Healy, we are still doing some work there, we got about six years left on that lease, so we are deferred there at this time. We're still doing the engineering evaluation that we need to do to bring this project to fruition, but at today's prices, I wouldn't put the thing online right now. Noel Parks – Ladenburg Thalmann: Okay, great. Thanks.

Okay.

Thank you. Our next question comes from the line of Phil McPherson with Global Hunter Securities. Please go ahead. Phil McPherson – Global Hunter Securities: Hey, good morning, guys.

Good morning. Phil McPherson – Global Hunter Securities: Nice work surviving this tough environment. Steve, can you give us a little more detail on the Daniel Boone and maybe like over entire project kind of like total costs incurred to-date? I know you talked about future costs and then maybe the amount of reserves that are booked for the project and the upside maybe the probables or possibles in that area?

Actually, we drilled the well for $10 million about four years or five years ago. That was a good thing. And then in terms of to bring it online and complete it I think the number is somewhere around $75 million to 100 million gross. In terms of the well itself, we found three pay sands and we have gotten MMS down hole co-mingling permission on the bottom two sands. So when we bring it online, we'll actually be bringing on couple of pay sands and then it's got a smart completion in it, so in the future, when those sands have played out, then we'll be able to remotely from the platform that it's being run back to switch from the zone that we initially go to the second completion in the well bore.

Rigless.

Rigless. Phil McPherson – Global Hunter Securities: And what kind of – are those, that third zone, is it considered behind pipe and booked as a reserve right now?

Yes, it is. Phil McPherson – Global Hunter Securities: And what are like the reserves booked currently on that project?

I don't think that we've given that – okay, Danny said that we have 20 Bcfe net Phil McPherson – Global Hunter Securities: Okay. And the capacity of the pipeline, what kind of production do you anticipate it coming on? Does it come on once or does it take time to ramp up or?

Yes, in any subsea well you do want to ramp it up slowly, give out the gravel packs and in this case frac packs time to settle out. I believe the capacity of the line that we laid was for 10,000 barrels per day gross. Phil McPherson – Global Hunter Securities: Great. I just have one more question for Danny. With the ceiling test write-down, you didn't really give us any guidance, but can you give us an idea of what we should use up for the DD&A right now? It should come down, right?

It definitely does come down. It's going to be 4, little over 4, it just depends. One of the things we have to also consider potentially is another impairment in the first quarter. We talked about that in the earnings release. If prices continue to be lower we'll start to see some rally in crude. We're starting to see a little improvement in gas, but exclusive of the impairment, if there were to incur it would probably below the $4 range. Phil McPherson – Global Hunter Securities: Great guys. Keep up the good work.

Thank you, sir.

Thank you. Our next question comes from the line of Eli Cantor [ph] with Pritchard Capital Partners. Please go ahead. Eli Cantor – Pritchard Capital Partners: Hi, good morning. Thanks for taking my question.

Hi, Eli, thanks. Eli Cantor – Pritchard Capital Partners: With an undrawn revolver and no real need to borrow in the foreseeable future, are debt covenant restraints a non-issue for W&T and on a related issue, what's the year-end SPE calculated PV10 value?

I'll answer your first question here. First question is no, we don't have any debt covenants that are of concern to us at this point in time. And as far as PV10, I think I gave that out in the first part as $930 million. Eli Cantor – Pritchard Capital Partners: So is the SEC PV10 is equivalent to the SPE calculated PV10?

The SEC, what we start with is a $1.371 billion that we take out the ARO related to that, that's how we end up with the $930 million so that is the after ARO.

The short answer to the question is no, that is not the SPE definition since SPE is not on flat pricing. Eli Cantor – Pritchard Capital Partners: Got you. I was just asking because I guess the asset coverage ratio covenant, that 2 to 1, I believe that's based on SPE pricing, is that correct?

Actually it's based on bank pricing.

It's a forward curve. It's the bank strip but it is the forward curve so there obviously is a lot more room in the forward curve as opposed to a flat price at the end of 2008.

(inaudible). Eli Cantor – Pritchard Capital Partners: Got you. Thank you very much.

Thank you, sir.

Thank you. (Operator instructions). And our next question is a follow-up from the line of Scott Hanold. Please go ahead. Scott Hanold – RBC Capital Markets: Yes, couple of quick maintenance type questions. You did indicate that you thought the revolver might get tight a little bit. Can you talk about the size of that reduction, what you kind of expect right now?

I can't really address what exactly the banks will do as far as cutting the revolver. We've had a reduction in our reserves, so, you naturally expect to see that revolver cut. I think it will be a function of where they are on pricing when we get to our next renewal date, which is in March, April. Scott Hanold – RBC Capital Markets: Okay. And related to guidance, I think a comment Steve had made was that LOE does not include any hurricane related cost. Is there going to be some that's going to be spent in the quarter that we should be thinking about there related to last year's activity? And then what do you anticipate is to be the cash tax rate here in '09?

As far as LOE, we will have some hurricane in there. We are going to get reimbursed as we go. We're going to see some timing impact. We're going to spend the money, make a claim, get reimbursed, so we will see some impact and we're going to see some lumpiness as a result of hurricanes but try to model that's going to be difficult. Scott Hanold – RBC Capital Markets: Okay. And cash tax rate – what's your cash tax rate going to be this year?

Again, because of the drilling program in the NOL that we're going to have, you are not going to be paying any cash taxes. You might have some small AMT, but I'm not sure if even that's going to be the case. Scott Hanold – RBC Capital Markets: Okay, pretty marginal. Alright, thanks, guys.

Thank you, sir.

Thank you. Your next question is a follow-up from the line of Noel Parks. Please go ahead. Noel Parks – Ladenburg Thalmann: Just a couple quick ones. Realized pricing for the fourth quarter came in a little lower than I was expecting, I was expecting you guys to be closer to Henry Hub. Was there anything going on in the quarter that was unusual?

Yes, there is a little bit going on and some of the production was routed to different pipelines at a little higher price because of the hurricane. That's one of the things that went on. Other than that, it was just differences in bases that we're probably changing at the time. Noel Parks – Ladenburg Thalmann: Okay. Well, can you give us a sense of whether that will have any impact on differentials for first quarter?

I don't think you'll see a whole lot of impact. Noel Parks – Ladenburg Thalmann: Okay. And actually what's the current rig count and excuse me if you guys talked about that before?

Sure. The current what? Noel Parks – Ladenburg Thalmann: Rig count, the number of rigs you're operating now?

We got five. Four that are operated and one not operated. Noel Parks – Ladenburg Thalmann: Okay. Great. Thanks a lot.

Sure.

Thank you. And management, there are no further questions. I'll turn the call back over to you for closing comments.

I think we're done. We appreciate everybody listening and we'll talk to you again soon.

Thank you. Ladies and gentlemen, that will conclude today's teleconference. If you'd like to listen to a replay of today’s conference, please dial 303-590-3000 and enter the access code of 11126254 followed by the pound sign. We thank you for your participation and at this time you may disconnect. Have a nice day.