SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WILLIAMS CLAYTON W

(Last)

(First)

(Middle)

6 DESTA DRIVE, SUITE 6500

(Street)

MIDLAND

79705

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CLAYTON WILLIAMS ENERGY INC /DE [ CWEI ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of Bd, President, CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2006

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.10 par value	12/20/2006		J⁽¹⁾⁽²⁾		3,066,128	D	$0	1,342,772	I	See⁽¹⁾⁽²⁾
Common Stock, $.10 par value	12/20/2006		J⁽³⁾		30,661	A	$36.2	1,373,433	I	See⁽⁴⁾
Common Stock, $.10 par value								1,725,019⁽⁵⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These shares are owned by The Williams Children's Partnership, Ltd. ("WCPL"), a family limited partnership of which CWPLCO, Inc. ("CWPLCO") was previously the sole general partner. CWPLCO is the wholly owned subsidiary of Clajon Holding Corporation ("Clajon Holding") and the Reporting Person is the beneficial owner of Clajon Holding. WCPL acquired the shares of the Issuer's common stock on December 20, 2006 after the liquidation, dissolution and termination of Clayton Williams Partnership, Ltd. ("CWPL") of which WCPL was the sole limited partner and CWPLCO was the sole general partner. Upon the liquidation, dissolution and termination of CWPL, CWPL distributed 1,022,043 shares of the Issuer's common stock to CWPLCO (which shares CWPLCO now owns directly and the Reporting Person owns indirectly), and 3,066,128 shares of the Issuer's common stock to WCPL.

2. The Reporting Person previously reported beneficial ownership of all 4,088,171 shares of the Issuer's common stock held by CWPL as the beneficial owner of the beneficial owner of the sole general partner of CWPL. On December 20, 2006, CWPLCO withdrew as general partner of WCPL and pursuant to the Agreement of Limited Partnership of WCPL, dated as of March 31, 1995, CWPLCO's general partner interest in WCPL was automatically converted into a limited partner interest in WCPL. Because CWPLCO is no longer a general partner of WCPL, it is no longer a beneficial owner of the shares of the Issuer's common stock held by WCPL.

3. Immediately upon the conversion of CWPLCO's general partner interest in CWPL into a limited partner interest of CWPL as described in Note 1 and 2, WCPL redeemed CWPLCO's limited partner interest in WCPL in exchange for 30,661 shares of the Issuer's common stock, cash and other assets.

4. These shares are held by CWPLCO, a wholly owned subsidiary of Clajon Holding. The Reporting Person is the beneficial owner of Clajon Holding. Remaining indirect ownership held as follows: Modesta Williams, as separate property (11,044 shares), a trust of which Mrs. Williams is trustee (588 shares), son, Clay Wade Williams (10,440 shares), son, Jeff Williams (12,500 shares), daughter, Chicora Modesta Williams (11,671 shares), Trusts for Clayton Wade Williams, Jeff Williams and Chicora Modesta Williams, of which Mr. Williams is Trustee (49,179 shares), a trust in which Mr. Williams is beneficiary and Mrs. Williams is trustee (5,749 shares), by wife, Modesta Williams as custodian for grandchildren under UGTMA (7,421 shares). This amount also includes 17,353 shares held in the Company's 401(k) Plan and Trust (a required distribution of 768 shares has been made from Mr. Williams' 401(k) account).

5. Amount presented includes the right to acquire 950,000 shares through the exercise of stock options.

	/s/ Clayton W. Williams, by L. Paul Latham as attorney-in-fact	12/21/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
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