**Exhibit 24.1**

**POWER OF ATTORNEY**

KNOW ALL MEN BY THESEPRESENTS, each of the undersigned, being Officers and Directors of ClaytonWilliams Energy, Inc. (the “Company”), a Delaware corporation, do herebyconstitute and appoint Mel G. Riggs and L. Paul Latham, or either ofthem, with full power of substitution, his true and lawful attorneys-in-factand agents, for him and in his name, place and stead, in any and allcapacities, to do any and all acts and things in his name in the capacitiesindicated which Mel G. Riggs and L. Paul Latham, or either of them, may deemnecessary or advisable to enable the Company to comply with the SecuritiesExchange Act of 1934, as amended, and any rules, regulations and requirementsof the Securities and Exchange Commission in connection with the Company’sAnnual Report on Form 10-K for the year ended December 31, 2006, includingspecifically, but not limited to, the power and authority to sign such Form10-K, any and all amendments thereto and any other forms or documents relatedto such Form 10-K which are required under federal securities laws;and we do hereby ratify and confirm all that Mel G. Riggs andL. Paul Latham, or either of them, shall do or cause to be done byvirtue hereof.  This Power of Attorneymay be signed in any number of counterparts and each such counterpart shall beconsidered an original hereof.

IN WITNESS WHEREOF, I havehereunto set my hand as of this 6th day of March 2007.
|        |   | /s/ CLAYTON W. WILLIAMS                                                                      |   |
|--------|--------|----------------------------------------------------------------------------------------------|--------|
|   |   | Clayton W. Williams, Chairman of the Board,  President, Chief Executive Officer and Director |
|   |   |                                                                                         |   |
|   |   | /s/ L. PAUL LATHAM                                                                           |   |
|   |   | L. Paul Latham, Executive Vice President, Chief Operating  Officer and Director              |
|   |   |                                                                                         |   |
|   |   | /s/ MEL G. RIGGS                                                                             |   |
|   |   | Mel G. Riggs, Senior Vice President, Chief Financial  Officer and Director                   |
|   |   |                                                                                         |   |
|   |   | /s/ ROBERT L. PARKER                                                                         |   |
|   |   | Robert L. Parker, Director                                                                   |
|   |   |                                                                                         |   |
|   |   | /s/ JORDAN R. SMITH                                                                          |   |
|   |   | Jordan R. Smith, Director                                                                    |
|   |   |                                                                                         |   |
|   |   | /s/ STANLEY S. BEARD                                                                         |   |
|   |   | Stanley S. Beard, Director                                                                   |
|   |   |                                                                                         |   |
|   |   | /s/ DAVIS L. FORD                                                                            |   |
|   |   | Davis L. Ford, Director                                                                      |

 

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**CERTIFICATE OFRESOLUTION**

I,Mel G. Riggs, Secretary of Clayton Williams Energy, Inc., a Delawarecorporation, do hereby certify that the Board of Directors of Clayton WilliamsEnergy, Inc. duly adopted the following resolutions by unanimous consent on March6, 2007.

WHEREAS, the directorsand officers of the Company wish to execute and deliver a Power of Attorney toMEL G. RIGGS, and L. PAUL LATHAM, allowing Mr. Riggs and/orMr. Latham, jointly or severally, to act on behalf of such directors andofficers with respect to the Company’s Annual Report on Form 10-K for the yearended December 31, 2006, including without limitation the execution of the Form10-K and all necessary and appropriate matters related thereto.

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

KNOW ALL MEN BY THESE PRESENTS, each of the undersigned, being Officersand Directors of Clayton Williams Energy, Inc. (the “Company”), a Delawarecorporation, do hereby constitute and appoint Mel G. Riggs andL. 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 thingsin 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 tocomply with the Securities Exchange Act of 1934, as amended, and any rules,regulations and requirements of the Securities and Exchange Commission inconnection with the Company’s Annual Report on Form 10-K for the year endedDecember 31, 2006, including specifically, but not limited to, the power andauthority to sign such Form 10-K, any and all amendments thereto and any otherforms or documents related to such Form 10-K which are requiredunder federal securities laws; and we do hereby ratify and confirm all thatMel G. Riggs and L. Paul Latham, or either of them, shalldo or cause to be done by virtue hereof. This Power of Attorney may be signed in any number of counterparts andeach such counterpart shall be considered an original hereof.

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

IN WITNESS WHEREOF, I have hereunto set my hand onbehalf of this corporation on this sixth day of March, 2007.
|        |   |                    |   |
|--------|--------|-------------------------|--------|
|   |   | /s/ MEL G. RIGGS        |   |
|   |   | Mel G. Riggs, Secretary |

 

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