X0202 4 2006-12-20 0 0000880115 CLAYTON WILLIAMS ENERGY INC /DE CWEI 0001329021 Clajon Holding CORP 6 DESTA DRIVE, SUITE 6500 MIDLAND TX 79705 0 0 1 0 Common Stock, $.10 par value 2006-12-20 4 J 0 3066128 0 D 1216827 I See Common Stock, $.10 par value 2006-12-20 4 J 0 30661 36.20 A 1247488 I See 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 a wholly owned subsidiary of the Reporting Person. 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. 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 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. 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. These shares are held by CWPLCO, a wholly owned subsidiary of the Reporting Person. /s/ Clajon Holding Corporation by L. Paul Latham, Vice President 2006-12-21