Form 4 CLAYTON WILLIAMS ENERGY For: Dec 16 Filed by: CW Stock Holdco, L.P. (10K)

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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^*

CW Stock Holdco, L.P.

(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		10% Owner
	Officer (give title below)	X	Other (specify below)
A Member of a 13(d) Group

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2008

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $.10 par value	12/16/2008		J⁽¹⁾		1,725,019	A	$ 0 ⁽²⁾	1,771,219	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 Underlying Securities
(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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Explanation of Responses:

1. On December 16, 2008, Clayton W. Williams and a trust created for the benefit of Mr. Williams' grandchildren (the "Trust") contributed a total of 1,725,019 shares of the Issuer's Common Stock to the Reporting Person. The Reporting Person is a limited partnership the general partner of which is CW Stock Holdco GP, LLC ("Holdco GP") and the limited partner of which is Clajon Holding Corporation ("Clajon"). Holdco GP is a wholly owned subsidiary of Clajon. Mr. Williams owns 98% of the outstanding capital stock of Clajon, and the Trust owns the remaining 2% of the outstanding capital stock of Clajon.

2. The shares of the Issuer's common Stock were acquired by the Reporting Person as a contribution to capital for which no consideration was paid or received.

	By: L. Paul Latham, Manager of CW Stock Holdco GP, LLC, its General Partner	12/18/2008
	** 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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