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, 2007, 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 11th day of March
2008.








/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/
      STANLEY S. BEARDStanley
      S. Beard, Director/s/
      DAVIS L. FORDDavis
      L. Ford, Director











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 6,
2007.





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, 2007, 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, 2007, 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 11th day of March, 2008.








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