**Exhibit 24.1**

 

#### **POWER OF ATTORNEY**

 

KNOW ALL MEN BY THESE PRESENTS, each of theundersigned, 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 ofsubstitution, his true and lawful attorneys-in-fact and agents, for him and inhis name, place and stead, in any and all capacities, to do any and all actsand 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 theCompany to comply with the Securities Exchange Act of 1934, as amended, and anyrules, 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, 2005, 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.

** **

INWITNESS WHEREOF, I have hereunto set my hand as of this 3rd day of March 2006.

 

 
|   | /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 OF RESOLUTION**

 

I, Mel G. Riggs, Secretaryof Clayton Williams Energy, Inc., a Delaware corporation, do hereby certifythat the Board of Directors of Clayton Williams Energy, Inc. duly adopted thefollowing resolutions by unanimous consent on March 3, 2006.

 

WHEREAS, thedirectors and officers of the Company wish to execute and deliver a Power ofAttorney to MEL 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, 2005, including without limitation the execution of the Form10-K and all necessary and appropriate matters related thereto.

 

NOW, THEREFORE BEIT RESOLVED, 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 BYTHESE PRESENTS, each of the undersigned, being Officers and Directors ofClayton Williams Energy, Inc. (the “Company”), a Delaware corporation, dohereby constitute and appoint Mel G. Riggs and L. Paul Latham, oreither of them, with full power of substitution, his true and lawfulattorneys-in-fact and agents, for him and in his name, place and stead, in anyand all capacities, to do any and all acts and things in his name in thecapacities 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 theSecurities Exchange Act of 1934, as amended, and any rules, regulations andrequirements of the Securities and Exchange Commission in connection with theCompany’s Annual Report on Form 10-K for the year ended December 31, 2005,including specifically, but not limited to, the power and authority to signsuch Form 10-K, any and all amendments thereto and any other forms or documentsrelated to such Form 10-K which are required under federalsecurities 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,that the proper officers of this corporation be and they are hereby authorizedand directed to take all such other actions, as they may deem advisable inorder to carry out the intent and purposes of the foregoing resolution.

 

IN WITNESS WHEREOF, Ihave hereunto set my hand on behalf of this corporation on this third day ofMarch, 2006.

 

 

| /s/ MEL G. RIGGS        |
|-------------------------|
| MEL G. RIGGS, Secretary |

 

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