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^*

CWPLCO, INC

(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)

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

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⁾		3,066,128⁽¹⁾	D	$0	0	I	See⁽¹⁾
Common Stock, $.10 par value								1,216,827	D
Common Stock, $.10 par value	12/20/2006		J⁽²⁾		30,661⁽²⁾	A	$36.2	1,247,488	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. Prior to December 20, 2006, these shares were owned by Clayton Williams Partnership, Ltd. ("CWPL"). The Reporting Person was the general partner of CWPL and reported beneficial ownership of all 4,088,171 shares held by CWPL. On December 20, 2006 CWPL liquidated, dissolved and was terminated, and all of its assets were distributed to the Reporting Person, its general partner, and The Williams Children's Partnership, Ltd. ("WCPL"), a family limited partnership, its limited partner. As a result of the liquidation, dissolution and termination of CWPL, 1,022,043 shares of the Issuer's common stock were distributed to the Reporting Person (which shares the Reporting Person now owns directly) and 3,066,128 shares of the Issuer's common stock were distributed to WCPL.

2. The Reporting Person was previously the general partner of WCPL. On December 20, 2006, LPL/Williams GP, LLC ("LPL/Williams") was admitted as a general partner of WCPL and the Reporting Person withdrew as a general partner of WCPL. Pursuant to the Agreement of Limited Partnership of WCPL, dated as of March 31, 1995, upon the withdrawal by the Reporting Person as a general partner of WCPL, its general partner interest in WCPL was automatically converted into a limited partner interest in WCPL. Immediately upon such conversion, WCPL redeemed the Reporting Person's limited partner interest in WCPL in exchange for 30,661 shares of the Issuer's common stock, cash and other assets.

	/s/ Clayton Williams Partnership, Ltd., by L. Paul Latham, Vice President of CWPLCO, Inc, its general partner	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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