Exhibit
24.1





POWER
OF ATTORNEY





KNOW ALL MEN
BY THESE PRESENTS, each of the undersigned, being Officers and Directors of
Clayton Williams Energy, Inc. (the “Company”), a Delaware corporation, do hereby
constitute and appoint Mel G. Riggs and L. Paul Latham, or either of them, with
full power of substitution, his true and lawful attorneys-in-fact and agents,
for him and in his name, place and stead, in any and all capacities, to do any
and all acts and things in his name in the capacities indicated which Mel G.
Riggs and L. Paul Latham, or either of them, may deem necessary or advisable to
enable the Company to comply with the Securities Exchange Act of 1934, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in connection with the Company’s Annual Report on Form 10-K
for the year ended December 31, 2008, including specifically, but not limited
to, the power and authority to sign such Form 10-K, any and all amendments
thereto and any other forms or documents related to such Form 10-K which are
required under federal securities laws; and we do hereby ratify and confirm all
that Mel G. Riggs and L. Paul Latham, or either of them, shall do or cause to be
done by virtue hereof.  This Power of Attorney may be signed in any
number of counterparts and each such counterpart shall be considered an original
hereof.




IN WITNESS
WHEREOF, I have hereunto set my hand as of this 9th day of March
2009.








/s/
      CLAYTON W. WILLIAMSClayton
      W. Williams, Chairman of the Board, President, Chief Executive Officer and
      Director/s/
      L. PAUL LATHAML.
      Paul Latham, Executive Vice President, ChiefOperating Officer and
      Director/s/
      MEL G. RIGGSMel
      G. Riggs, Senior Vice President, Chief Financial Officer and
      Director/s/
      ROBERT L. PARKERRobert
      L. Parker, Director/s/
      JORDAN R. SMITHJordan
      R. Smith, Director/s/
      DAVIS L. FORDDavis
      L. Ford, Director/s/
      TED GRAY,
JR.





CERTIFICATE
OF RESOLUTION





I, Mel G. Riggs, Secretary of Clayton
Williams Energy, Inc., a Delaware corporation, do hereby certify that the Board
of Directors of Clayton Williams Energy, Inc. duly adopted the following
resolutions by unanimous consent on March 9, 2008.





WHEREAS, the
directors and officers of the Company wish to execute and deliver a Power of
Attorney to MEL G. RIGGS, and L. PAUL LATHAM, allowing Mr. Riggs and/or
Mr. Latham, jointly or severally, to act on behalf of such directors and
officers with respect to the Company’s Annual Report on Form 10-K for the year
ended December 31, 2008, including without limitation the execution of the Form
10-K and all necessary and appropriate matters related thereto.





NOW, THEREFORE BE IT RESOLVED, that the
Directors and proper officers of this corporation be and they are hereby
authorized and directed to execute and deliver a Power of Attorney to MEL G.
RIGGS and L. PAUL LATHAM in the following:





KNOW ALL MEN BY THESE PRESENTS, each of
the undersigned, being Officers and Directors of Clayton Williams Energy, Inc.
(the “Company”), a Delaware corporation, do hereby constitute and appoint Mel G.
Riggs and L. Paul Latham, or either of them, with full power of substitution,
his true and lawful attorneys-in-fact and agents, for him and in his name, place
and stead, in any and all capacities, to do any and all acts and things in his
name in the capacities indicated which Mel G. Riggs and L. Paul Latham, or
either of them, may deem necessary or advisable to enable the Company to comply
with the Securities Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in connection with
the Company’s Annual Report on Form 10-K for the year ended December 31, 2008,
including specifically, but not limited to, the power and authority to sign such
Form 10-K, any and all amendments thereto and any other forms or documents
related to such Form 10-K which are required under federal securities laws; and
we do hereby ratify and confirm all that Mel G. Riggs and L. Paul Latham, or
either of them, shall do or cause to be done by virtue hereof.  This
Power of Attorney may be signed in any number of counterparts and each such
counterpart shall be considered an original hereof.





RESOLVED FURTHER, that the proper
officers of this corporation be and they are hereby authorized and directed to
take all such other actions, as they may deem advisable in order to carry out
the intent and purposes of the foregoing resolution.





IN WITNESS WHEREOF, I have hereunto set
my hand on behalf of this corporation on this 9th day of March,
2009.




/s/
      MEL G. RIGGSMel
      G. Riggs,
Secretary