**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

# **WASHINGTON, D.C.20549**

# ** **

# **FORM 10-Q/A**

**Amendment No. 1**

 

**ý****        QuarterlyReport Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934**

 

**For the quarterly period ended March 31, 2005**

# ** **

**or**

 

**o****        TransitionReport Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934**

 

**For the transition period from            to           **

 

**Commission File No. 0-20838**

 

**CLAYTON WILLIAMS ENERGY, INC.**

(Exact name of Registrant as specified in its charter)

 
| **Delaware**                                                                        | ** ** | **75-2396863**         |
|-------------------------------------------------------------------------------------|------------|------------------------|
| (State or other jurisdiction of                                                     |       | (I.R.S. Employer       |
| incorporation or organization)                                                      |       | Identification Number) |
|                                                                                |       |                   |
| **6 Desta Drive, Suite 6500, Midland, Texas**                                  | ** ** | **79705-5510**         |
| (Address of principal executive offices)                                            |       | (Zip code)             |
|                                                                                |       |                   |
| Registrant’s Telephone Number, including area code: **(432) 682-6324**         |
|                                                                                |       |                   |
| **Not applicable**                                                                  |
| (Former name, former address and former fiscal year,  if changed since last report) |

 

Indicate by check mark whether theregistrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the Registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days.            Yes                            ý                                    No                                o

 

Indicate by check mark whether theregistrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).                                                Yes                            ý                                    No                                o

 

There were 10,808,811shares of Common Stock, $.10 par value, of the registrant outstanding as of August 5,2005.

 

 

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#### **Explanatory Note**

#### ** **

OnMay 10, 2005, Clayton Williams Energy, Inc. (the “Company”) filed itsQuarterly Report on Form 10-Q for its quarterly period ended March 31,2005 (the “First Quarter 2005 Form 10-Q”).  The Company is filing this Amendment No. 1to the First Quarter 2005 Form 10-Q solely to file additionalcertifications of the Chief Executive Officer and the Chief Financial Officeras Exhibits 31.3 and 31.4, respectively. The additional certifications arebeing filed to include in paragraph 4 certain statements regarding internalcontrols over financial reporting that were inadvertently omitted from thecertifications previously filed as Exhibits 31.1 and 31.2, respectively.

 

Rule 12b-15under the Exchange Act provides that any amendment to a report required to beaccompanied by the certifications specified in Rule 13(a)-14(b) or15d-14(b) must be accompanied by new certifications of the principalexecutive officer and principal financial officer. These certifications, whichare unchanged from the certifications as originally filed with the FirstQuarter 2005 Form 10-Q, are therefore also included as Exhibit 32.

 

ThisAmendment No. 1 does not reflect events occurring after the filing of theoriginal First Quarter 2005 Form 10-Q, and, other than the filing ofadditional certifications as Exhibits 31.3 and 31.4, and Exhibit 32, doesnot modify or update the disclosure in the original First Quarter 2005 Form 10-Qin any way.

 

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##### **PART II.  OTHER INFORMATION**

 

#### **Item 6** -   Exhibits 

 

#### **Exhibits**

 
| 31.3*  |   | Certification by  the President and Chief Executive Officer of the Company pursuant to Rule 13(a) - 14(a) of  the Securities Exchange Act of 1934 |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                  |
| 31.4*  |   | Certification by  the Chief Financial Officer of the Company pursuant to Rule 13(a) - 14(a) of  the Securities Exchange Act of 1934               |
|   |   |                                                                                                                                                                  |
| 32*    |   | Certifications by the Chief Executive Officer and Chief Financial  Officer of the Company pursuant to 18 U.S.C. § 1350                            |
|   |   |                                                                                                                                                                  |

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*                 Filed herewith

 

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**CLAYTON WILLIAMS ENERGY, INC.**

**SIGNATURES**

 

Pursuant to therequirements of the Securities Exchange Act of 1934, the Registrant has dulycaused this report to be signed on its behalf by the undersigned thereto dulyauthorized.

 

 
|                                   |   | ** CLAYTON WILLIAMS ENERGY, INC.**    |
|----------------------------------------|--------|--------------------------------------------|
|                                   |   |                                       |
|                                   |   |                                       |
| Date:   August 15, 2005 | By:    | /s/ L. Paul  Latham                        |
|                                   |   | L. Paul Latham                             |
|                                   |   | Executive Vice  President and Chief        |
|                                   |   |  Operating Officer                    |
|                                   |   |                                       |
|                                   |   |                                       |
| Date:   August 15, 2005 | By:    | /s/ Mel G. Riggs                           |
|                                   |   | Mel G. Riggs                               |
|                                   |   | Senior Vice  President and Chief Financial |
|                                   |   |  Officer                              |

 

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**EXHIBIT INDEX**

 
| 31.3*  |   | Certification by  the President and Chief Executive Officer of the Company pursuant to Rule 13(a) - 14(a) of  the Securities Exchange Act of 1934 |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                  |
| 31.4*  |   | Certification by  the Chief Financial Officer of the Company pursuant to Rule 13(a) - 14(a) of  the Securities Exchange Act of 1934               |
|   |   |                                                                                                                                                                  |
| 32*    |   | Certifications by the Chief Executive Officer and Chief Financial  Officer of the Company pursuant to 18 U.S.C. § 1350                            |

 

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*                 Filed herewith

 

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