Clayton Williams Energy Inc /De - Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2008 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* WILLIAMS CLAYTON W	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, President & CEO
(Last) (First) (Middle) 6 DESTA DRIVE, SUITE 6500	3. Date of Earliest Transaction (MM/DD/YYYY) 3/6/2008
(Street) MIDLAND, TX 79705 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	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	3/6/2008		P ⁽¹⁾		800	A	$38.96	1373443	I	See ⁽²⁾
Common Stock, $.10 par value	3/6/2008		P ⁽¹⁾		276	A	$38.9628	1373719	I	See ⁽²⁾
Common Stock, $.10 par value	3/6/2008		P ⁽¹⁾		593	A	$38.97	1374312	I	See ⁽²⁾
Common Stock, $.10 par value	3/6/2008		P ⁽¹⁾		100	A	$38.98	1374412	I	See ⁽²⁾
Common Stock, $.10 par value	3/6/2008		P ⁽¹⁾		300	A	$38.99	1374712	I	See ⁽²⁾
Common Stock, $.10 par value	3/6/2008		P ⁽¹⁾		200	A	$39.00	1374912	I	See ⁽²⁾
Common Stock, $.10 par value	3/6/2008		P ⁽¹⁾		100	A	$39.01	1375012	I	See ⁽²⁾
Common Stock, $.10 par value	3/6/2008		P ⁽¹⁾		600	A	$39.04	1375612	I	See ⁽²⁾
Common Stock, $.10 par value	3/6/2008		P ⁽¹⁾		308	A	$39.05	1375920	I	See ⁽²⁾
Common Stock, $.10 par value	3/6/2008		P ⁽¹⁾		200	A	$39.06	1376120	I	See ⁽²⁾
Common Stock, $.10 par value	3/6/2008		P ⁽¹⁾		890	A	$39.08	1377010	I	See ⁽²⁾
Common Stock, $.10 par value	3/6/2008		P ⁽¹⁾		100	A	$39.09	1377110	I	See ⁽²⁾
Common Stock, $.10 par value	3/6/2008		P ⁽¹⁾		384	A	$39.10	1377494	I	See ⁽²⁾
Common Stock, $.10 par value	3/6/2008		P ⁽¹⁾		100	A	$39.13	1377594	I	See ⁽²⁾
Common Stock, $.10 par value	3/6/2008		P ⁽¹⁾		200	A	$39.15	1377794	I	See ⁽²⁾
Common Stock, $.10 par value	3/5/2008		P ⁽¹⁾		500	A	$39.36	1378294	I	See ⁽²⁾
Common Stock, $.10 par value								1725019 ⁽³⁾	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
( 1)	The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 Purchase Plan adopted by CW Stock Holdco, L.P. on February 14, 2008. The Reporting Person is the sole stockholder of Clajon Holding Corporation which is the sole member of CW Stock Holdco G.P., L.L.C. which is the general partner of CW Stock Holdco, L.P.
( 2)	Indirect ownership of the Issuer's Common Stock is held as follows: CWPLCO, Inc. (1,247,488 shares), Modesta Williams, as separate property (11,044 shares), a trust of which Mrs. Williams is trustee (588 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, Mrs. Williams as custodian for grandchildren under UGTMA (7,421 shares), CW Stock Holdco, L.P. (39,460 shares). This amount also includes 17,365 shares held in the Company's 401(k) Plan and Trust. The number of shares of the Issuer's Common Stock held by CW Stock Holdco, L.P. reflects all transactions included on Form 4 (one of two) and Form 4 (two of two) filed by the Reporting Person on the date hereof.
( 3)	Amount presented includes the right to acquire 750,000 shares through the exercise of stock options.

Remarks:
Form 4 - 2 of 2

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WILLIAMS CLAYTON W 6 DESTA DRIVE, SUITE 6500 MIDLAND, TX 79705	X	X	Chairman, President & CEO

Signatures
/s/ Clayton W. Williams, by L. Paul Latham as attorney-in-fact		3/10/2008
^** Signature of Reporting Person		Date

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