----

| (Mark One) |                                          |   |
|------------|-----------------------------------------------|--------|
| x          | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) |   |
|       | OF THE SECURITIES EXCHANGE ACT OF 1934        |   |
|       | For the fiscal year ended December 31, 2009   |   |

|  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)                                                                                                                                                                       |   |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   | OF THE SECURITIES EXCHANGE ACT OF 1934                                                                                                                                                                                  |   |
|   | For the transition period from                 to                 |   |
|   | Commission File Number 001-10924                                                                                                                                                                                        |   |

| Delaware                                                       |   | 75-2396863                           |
|----------------------------------------------------------------|--------|--------------------------------------|
| (State or other jurisdiction of incorporation or organization) |   | (I.R.S. Employer Identification No.) |
| Six 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                       |

| Title of each class           |   | Name of each exchange on which registered |
|-------------------------------|--------|-------------------------------------------|
| Common Stock - $.10 Par Value |   | The NASDAQ Stock Market LLC               |

| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act                                                                                                                                                                                                                                   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                          |  ̈ Yes |   | x No |   |
| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                          |  ̈ Yes |   | x No |   |
| Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. |
|                                                                                                                                                                                                                                                                                                                                                          | x Yes |   |  ̈ No |   |

| Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                       |  ̈Yes |   |  ̈ No |   |

| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.x |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                          |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                          | Large accelerated filer   ̈ |   | Accelerated filer  x |   |
|                                                                                                                                                                                                                                                                                                                                          | Non-accelerated filer   ̈ |   | Smaller reporting company  ̈ |   |

| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). |
|------------------------------------------------------------------------------------------------------------------|
|                                                                                                             |  ̈ Yes |   | x No |   |

| State the aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the price at which common equity was last sold, as of the last business day of the registrant’s most recently completed second fiscal quarter.  $111,191,777. |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Portions of the definitive proxy statement relating to the 2010 Annual Meeting of Stockholders, which will be filed with the Commission not later than April 30, 2010, are incorporated by reference in Part III of this Form 10-K. |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|   | • |   | Add disclosures regarding the technologies we use to establish the appropriate level of certainty for reserve estimates from material properties; |
|--------|---------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------|

|   | • |   | Add disclosures regarding our delivery commitments; and |
|--------|---------|--------|---------------------------------------------------------|

|   | • |   | Add disclosures regarding our lease acreage expirations. |
|--------|---------|--------|----------------------------------------------------------|

|   | • |   | Amend in their entirety the reports of our independent consulting engineers in order to address staff comments to include all required items listed under Item 1202(a)8 of Regulation S-K; |
|--------|---------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | • |   | Provide updated consents of our independent consulting engineers; |
|--------|---------|--------|-------------------------------------------------------------------|

|   | • |   | Correct the inadvertent omission of KPMG LLP’s signature on their consent dated March 12, 2010 and which was filed with the Form 10-K; and |
|--------|---------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------|

|   | • |   | Provide the required certifications by our principal executive officer and principal financial officer. |
|--------|---------|--------|---------------------------------------------------------------------------------------------------------|

----

| ·   | amends the definition of proved reserves to require the use of average commodity prices based upon the prior 12-month period rather than year-end prices; |
|--------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | expands the type of technologies available to establish reserve estimates and categories; |
|--------------------|-------------------------------------------------------------------------------------------|

| ·   | modifies certain definitions used in estimating proved reserves; |
|--------------------|------------------------------------------------------------------|

| ·   | permits disclosure of probable and possible reserves; |
|--------------------|-------------------------------------------------------|

| ·   | requires disclosure of internal controls over reserve estimations and the qualifications of technical persons primarily responsible for the preparation or audit of reserve estimates; |
|--------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | permits disclosure of reserves based on different price and cost criteria, such as futures prices or management forecasts; and |
|--------------------|--------------------------------------------------------------------------------------------------------------------------------|

| ·   | requires disclosure of material changes in proved undeveloped reserves, including a discussion of investments and progress made to convert proved undeveloped reserves to proved developed reserves. |
|--------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|                                 |   | Proved Reserves(a) |   |
|--------------------------------------|--------|--------------------|--------|
|                                 |   |               |   |   | Natural |   |   | Total Oil |   |
|                                 |   | Oil(b)             |   |   | Gas |   |   | Equivalents(c) |   |
| Reserve Category                     |   | (MBbls)            |   |   | (MMcf) |   |   | (MBOE) |   |
|                                 |   |               |   |   |   |   |   |   |   |
| Developed                            |   |               | 16,779 |   |   |   | 70,840 |   |   |   | 28,586 |   |
| Undeveloped                          |   |               | 4,174  |   |   |   | 5,263 |   |   |   | 5,051 |   |
| Total Proved                         |   |               | 20,953 |   |   |   | 76,103 |   |   |   | 33,637 |   |
|        |   |               |   |   |   |   |   |   |   |   |   |   |

| (a)   | None of our oil and gas reserves are derived from non-traditional sources. |
|-----------------|----------------------------------------------------------------------------|

| (b)   | Oil reserves include crude oil, condensate and natural gas liquids. |
|-----------------|---------------------------------------------------------------------|

| (c)   | Natural gas reserves have been converted to oil equivalents at the rate of six Mcf of gas to one barrel of oil. |
|-----------------|-----------------------------------------------------------------------------------------------------------------|

----

|                                       |   |            |   |   |    |   |   |           |   |   |       |   |           |     |   |   | Percent  |   |
|--------------------------------------------|--------|-----------------|--------|--------|---------|--------|--------|----------------|--------|--------|------------|--------|----------------|----------|--------|--------|----------|--------|
|                                       |   | Proved Reserves |   |   |    |   |   | PV-10          |   |   | of PV-10   |   |
|                                       |   |            |   |   | Natural |   |   | Total Oil      |   |   | Percent of |   |           | Value of |   |   | Value of |   |
|                                       |   | Oil (a)         |   |   | Gas     |   |   | Equivalents(b) |   |   | Total Oil  |   |           | Proved   |   |   | Proved   |   |
|                                       |   | (MBbls)         |   |   | (MMcf)  |   |   | (MBOE)         |   |   | Equivalent |   |           | Reserves |   |   | Reserves |   |
|                                       |   |            |   |   |    |   |   |           |   |   |       |   | (In thousands) |     |   |   |
|                                       |   |            |   |   |    |   |   |           |   |   |       |   |           |     |   |   |     |   |
| Permian Basin                              |   |            | 13,325 |   |    |   | 39,874 |           |   |   | 19,971     |   |           |     | 59.4   | %      |     | $      | 259,180 |   |   |   | 56.3 | % |
| Austin Chalk (Trend)                       |   |            | 6,887  |   |    |   | 5,131  |           |   |   | 7,742      |   |           |     | 23.0   | %      |     |   | 131,408 |   |   |   | 28.5 | % |
| North Louisiana                            |   |            | 291    |   |    |   | 17,205 |           |   |   | 3,159      |   |           |     | 9.4    | %      |     |   | 37,140 |   |   |   | 8.1 | % |
| South Louisiana                            |   |            | 243    |   |    |   | 5,968  |           |   |   | 1,238      |   |           |     | 3.7    | %      |     |   | 21,801 |   |   |   | 4.7 | % |
| Cotton Valley Reef Complex                 |   |            | -      |   |    |   | 5,981  |           |   |   | 997        |   |           |     | 3.0    | %      |     |   | 5,444 |   |   |   | 1.2 | % |
| Other                                      |   |            | 207    |   |    |   | 1,944  |           |   |   | 530        |   |           |     | 1.5    | %      |     |   | 5,417 |   |   |   | 1.2 | % |
| Total                                      |   |            | 20,953 |   |    |   | 76,103 |           |   |   | 33,637     |   |           |     | 100.0  | %      |     | $      | 460,390 |   |   |   | 100.0 | % |
|         |   |            |   |   |    |   |   |           |   |   |       |   |           |     |   |   |     |   |   |   |   |   |   |   |

| (a)   | Oil reserves include crude oil, condensate and natural gas liquids. |
|-----------------|---------------------------------------------------------------------|

| (b)   | Natural gas reserves have been converted to oil equivalents at the rate of six Mcf to one barrel of oil. |
|-----------------|----------------------------------------------------------------------------------------------------------|

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | Proved   |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | Reserves |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | (MBOE)   |   |
| As of December 31, 2008                                                                                                 |   |     | 38,098 |   |
| Extensions and discoveries                                                                                                                  |   |     | 3,655  |   |
| Revisions                                                                                                                                   |   |     | (2,353 | ) |
| Production                                                                                                                                  |   |     | (5,763 | ) |
| As of December 31, 2009                                                                                                 |   |     | 33,637 |   |

----

|                                                                                                                                                                                                                                                                  |   | Proved Reserves |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------|--------|
|                                                                                                                                                                                                                                                                  |   |            |   |   | Natural |   |   | Total Oil |   |   |   |   |
|                                                                                                                                                                                                                                                                  |   | Oil(a)          |   |   | Gas |   |   | Equivalents (b) |   |   |   |   |
| Pricing Cases                                                                                                                                                                                                                                                         |   | (MBbls)         |   |   | (MMcf) |   |   | (MBOE) |   |   | PV-10 Value |   |
|                                                                                                                                                                                                                                                                  |   |            |   |   |   |   |   |   |   |   | (In thousands) |   |
| SEC Case                                                      |   |            | 20,953 |   |   |   | 76,103 |   |   |   | 33,637 |   |   | $ | 460,386 |   |
| Year-end Pricing Case                                         |   |            | 23,117 |   |   |   | 84,389 |   |   |   | 37,182 |   |   | $ | 741,427 |   |
| Futures Pricing Case                                          |   |            | 22,040 |   |   |   | 82,019 |   |   |   | 35,710 |   |   | $ | 832,292 |   |
|                                                                                                                                                                                                                                    |   |            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

| (a)   | Oil reserves include crude oil, condensate and natural gas liquids. |
|-----------------|---------------------------------------------------------------------|

| (b)   | Natural gas has been converted to oil equivalents at the rate of six Mcf to one barrel of oil. |
|-----------------|------------------------------------------------------------------------------------------------|

----

----

----

|                                                                                                                                                                                                                  |   | Year Ended December 31,                               |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------|--------|
|                                                                                                                                                                                                                  |   | 2009                                                  |   |   | 2008 |   |   | 2007 |   |
|                                                                                                                                                                                                                  |   | Gross                                                 |   |   | Net |   |   | Gross |   |   | Net |   |   | Gross |   |   | Net |   |
|                                                                                                                                                                                                                  |   | (Excludes wells in progress at the end of any period) |   |
| Development Wells:                                                                                                                                                                                                    |   |                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Oil                                    |   |                                                  | 58     |   |   |   | 49.5 |   |   |   | 70 |   |   |   | 51.5 |   |   |   | 34 |   |   |   | 14.9 |   |
| Gas                                    |   |                                                  | 11     |   |   |   | 5.4 |   |   |   | 41 |   |   |   | 14.7 |   |   |   | 34 |   |   |   | 13.2 |   |
| Dry                                    |   |                                                  | 1      |   |   |   | 1.0 |   |   |   | 1 |   |   |   | 1.0 |   |   |   | - |   |   |   | - |   |
| Total                                                 |   |                                                  | 70     |   |   |   | 55.9 |   |   |   | 112 |   |   |   | 67.2 |   |   |   | 68 |   |   |   | 28.1 |   |
| Exploratory Wells:                                                                                                                                                                                                    |   |                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Oil                                    |   |                                                  | 1      |   |   |   | .2 |   |   |   | 1 |   |   |   | .5 |   |   |   | - |   |   |   | - |   |
| Gas                                    |   |                                                  | 1      |   |   |   | .1 |   |   |   | 3 |   |   |   | 1.7 |   |   |   | 12 |   |   |   | 8.0 |   |
| Dry                                    |   |                                                  | 6      |   |   |   | 4.4 |   |   |   | 4 |   |   |   | 3.0 |   |   |   | 7 |   |   |   | 5.8 |   |
| Total                                                 |   |                                                  | 8      |   |   |   | 4.7 |   |   |   | 8 |   |   |   | 5.2 |   |   |   | 19 |   |   |   | 13.8 |   |
| Total Wells:                                                                                                                                                                                                          |   |                                                  |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Oil                                    |   |                                                  | 59     |   |   |   | 49.7 |   |   |   | 71 |   |   |   | 52.0 |   |   |   | 34 |   |   |   | 14.9 |   |
| Gas                                    |   |                                                  | 12     |   |   |   | 5.5 |   |   |   | 44 |   |   |   | 16.4 |   |   |   | 46 |   |   |   | 21.2 |   |
| Dry                                    |   |                                                  | 7      |   |   |   | 5.4 |   |   |   | 5 |   |   |   | 4.0 |   |   |   | 7 |   |   |   | 5.8 |   |
| Total                                                 |   |                                                  | 78     |   |   |   | 60.6 |   |   |   | 120 |   |   |   | 72.4 |   |   |   | 87 |   |   |   | 41.9 |   |

|                                                                                                                                                                                                                                                                 |   | Oil    |   |   | Gas    |   |   | Total  |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|--------|--------|--------|--------|--------|
|                                                                                                                                                                                                                                                                 |   | Gross  |   |   | Net    |   |   | Gross  |   |   | Net |   |   | Gross |   |   | Net |   |
| Permian Basin                                                |   |   | 5,516  |   |   |   | 518.9  |   |   |   | 736 |   |   |   | 96.1 |   |   |   | 6,252 |   |   |   | 615.0 |   |
| Austin Chalk (Trend)                                         |   |   | 313    |   |   |   | 243.7  |   |   |   | 17 |   |   |   | 9.3 |   |   |   | 330 |   |   |   | 253.0 |   |
| North Louisiana                                              |   |   | -      |   |   |   | -      |   |   |   | 51 |   |   |   | 16.7 |   |   |   | 51 |   |   |   | 16.7 |   |
| South Louisiana                                              |   |   | 7      |   |   |   | 3.8    |   |   |   | 49 |   |   |   | 23.7 |   |   |   | 56 |   |   |   | 27.5 |   |
| Cotton Valley Reef Complex                                                                                                                                                                                                                                           |   |   | -      |   |   |   | -      |   |   |   | 14 |   |   |   | 11.6 |   |   |   | 14 |   |   |   | 11.6 |   |
| Other                                                        |   |   | 6      |   |   |   | 5.2    |   |   |   | 41 |   |   |   | 12.2 |   |   |   | 47 |   |   |   | 17.4 |   |
| Total                                                                                                                                                                                                                                                                |   |   | 5,842  |   |   |   | 771.6  |   |   |   | 908 |   |   |   | 169.6 |   |   |   | 6,750 |   |   |   | 941.2 |   |

----

|                                                                                                                                                                                                                                                                                                                                                                                                            |   | Year Ended December 31, |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                            |   | 2009                    |   |   | 2008 |   |   | 2007 |   |
| Oil and Gas Production Data:                                                                                                                                                                                                                                                                                                                                                                                    |   |                    |   |   |   |   |   |   |   |
| Oil (MBbls)                                                                               |   |                    | 2,865  |   |   |   | 2,952 |   |   |   | 2,318 |   |
| Gas (MMcf)                                                                                |   |                    | 15,949 |   |   |   | 18,553 |   |   |   | 20,649 |   |
| Natural gas liquids (MBbls)                                                               |   |                    | 240    |   |   |   | 182 |   |   |   | 222 |   |
| Total (MBOE)                                                                                        |   |                    | 5,763  |   |   |   | 6,226 |   |   |   | 5,982 |   |
| Average Realized Prices (a):                                                                                                                                                                                                                                                                                                                                                                                    |   |                    |   |   |   |   |   |   |   |   |   |   |
| Oil ($/Bbl)                                                                               |   | $                       | 57.37  |   |   | $ | 97.35 |   |   | $ | 70.36 |   |
| Gas ($/Mcf)                                                                               |   | $                       | 4.35   |   |   | $ | 9.02 |   |   | $ | 7.01 |   |
| Natural gas liquids ($/Bbl)                                                               |   | $                       | 30.83  |   |   | $ | 54.45 |   |   | $ | 43.74 |   |
| Average Production Costs:                                                                                                                                                                                                                                                                                                                                                                                       |   |                    |   |   |   |   |   |   |   |   |   |   |
| Production ($/MBOE) (b)                                                                   |   | $                       | 9.82   |   |   | $ | 9.83 |   |   | $ | 8.53 |   |
|                                                                                                                                                                                                                                                                                                                                                                         |   |                    |   |   |   |   |   |   |   |   |   |   |

|   | (a) | Excludes any realized gains or losses on settled derivatives since none were designated as cash flow hedges during the periods presented. |
|--------|-----|-------------------------------------------------------------------------------------------------------------------------------------------|

|   | (b) | Excludes property taxes and severance taxes. |
|--------|-----|----------------------------------------------|

|                                                                                                                                                                                                                                                                                                                                                                                                            |   | Year Ended December 31, |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                            |   | 2009                    |   |   | 2008 |   |   | 2007 |   |
| Giddings Field Oil and Gas Production Data:                                                                                                                                                                                                                                                                                                                                                                     |   |                    |   |   |   |   |   |   |   |
| Oil (MBbls)                                                                               |   |                    | 963    |   |   |   | 1,189 |   |   |   | 589 |   |
| Gas (MMcf)                                                                                |   |                    | 773    |   |   |   | 709 |   |   |   | 621 |   |
| Natural gas liquids (MBbls)                                                               |   |                    | 94     |   |   |   | 83 |   |   |   | 87 |   |
| Total (MBOE)                                                                                        |   |                    | 1,186  |   |   |   | 1,390 |   |   |   | 780 |   |

|                                                                                                                                                                                                                                                                                                                                                                                                                      |   | Year Ended December 31, |    |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------|---------|
|                                                                                                                                                                                                                                                                                                                                                                                                                      |   | 2009                    |    |   | 2008 |   |   | 2007 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                      |   | (In thousands)          |    |
| Property Acquisitions:                                                                                                                                                                                                                                                                                                                                                                                                    |   |                    |    |   |   |   |   |   |   |
| Proved                                                                                              |   | $                       | -       |   |   | $ | - |   |   | $ | - |   |
| Unproved                                                                                            |   |                    | 12,558  |   |   |   | 36,397 |   |   |   | 15,746 |   |
| Developmental Costs                                                                  |   |                    | 86,672  |   |   |   | 260,073 |   |   |   | 45,611 |   |
| Exploratory Costs                                                                    |   |                    | 32,758  |   |   |   | 51,237 |   |   |   | 169,879 |   |
| Total                                                                                               |   | $                       | 131,988 |   |   | $ | 347,707 |   |   | $ | 231,236 |   |

----

|                                                                                                                                                                                    |   | Developed |    |   | Undeveloped |   |    | Total  |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------|---------|--------|-------------|--------|---------|--------|--------|
|                                                                                                                                                                                    |   | Gross     |    |   | Net         |   |    | Gross  |   |   | Net |   |   | Gross |   |   | Net |   |
| Permian Basin                               |   |      | 84,478  |   |        |   | 36,864  |   |   |   | 333,674 |   |   |   | 151,873 |   |   |   | 418,152 |   |   |   | 188,737 |   |
| East Texas (a)                              |   |      | 133,903 |   |        |   | 122,454 |   |   |   | 186,484 |   |   |   | 116,979 |   |   |   | 320,387 |   |   |   | 239,433 |   |
| North Louisiana                             |   |      | 5,405   |   |        |   | 4,613   |   |   |   | 160,326 |   |   |   | 149,729 |   |   |   | 165,731 |   |   |   | 154,342 |   |
| South Louisiana                             |   |      | 7,782   |   |        |   | 5,288   |   |   |   | 17,513 |   |   |   | 16,281 |   |   |   | 25,295 |   |   |   | 21,569 |   |
| Other (b)                                   |   |      | 10,902  |   |        |   | 3,458   |   |   |   | 356,536 |   |   |   | 183,303 |   |   |   | 367,438 |   |   |   | 186,761 |   |
| Total                                                 |   |      | 242,470 |   |        |   | 172,677 |   |   |   | 1,054,533 |   |   |   | 618,165 |   |   |   | 1,297,003 |   |   |   | 790,842 |   |
|                                                                                                                                                                |   |      |    |   |        |   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

|   | (a) | Includes our acreage in the Austin Chalk (Trend), Cotton Valley Reef Complex and East Texas Bossier areas. |
|--------|-----|------------------------------------------------------------------------------------------------------------|

|   | (b) | Net undeveloped acres are attributable to the following areas:  Utah – 53,376; Mississippi – 43,187; Alabama – 38,912; Colorado – 28,798; and other – 19,030. |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|                                                                                                                                                                                                                                                                                                                      |   | Acres Expiring (a) |    |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------|---------|
|                                                                                                                                                                                                                                                                                                                      |   | 2010               |    |   | 2011 |   |   | 2012 |   |
|                                                                                                                                                                                                                                                                                                                      |   | Gross              |    |   | Net |   |   | Gross |   |   | Net |   |   | Gross |   |   | Net |   |
| Permian Basin                                                                                                                                                                                                                                                                                                             |   |               | 89,746  |   |   |   | 42,813 |   |   |   | 31,599 |   |   |   | 19,085 |   |   |   | 2,986 |   |   |   | 2,493 |   |
| East Texas (b)                                                                                                                                                                                                                                                                                                            |   |               | 30,566  |   |   |   | 23,453 |   |   |   | 35,900 |   |   |   | 31,030 |   |   |   | 73,277 |   |   |   | 35,746 |   |
| North Louisiana                                                                                                                                                                                                                                                                                                           |   |               | 60,586  |   |   |   | 59,886 |   |   |   | 94,637 |   |   |   | 84,565 |   |   |   | 1,531 |   |   |   | 1,341 |   |
| South Louisiana                                                                                                                                                                                                                                                                                                           |   |               | 11,365  |   |   |   | 11,151 |   |   |   | 4,161 |   |   |   | 3,525 |   |   |   | 195 |   |   |   | 190 |   |
| Other                                                                                                                                                                                                                                                                                                                     |   |               | 112,897 |   |   |   | 62,207 |   |   |   | 54,127 |   |   |   | 27,141 |   |   |   | 37,425 |   |   |   | 21,707 |   |
|                                                                                                                                                                                                                                                                                                                      |   |               | 305,160 |   |   |   | 199,510 |   |   |   | 220,424 |   |   |   | 165,346 |   |   |   | 115,414 |   |   |   | 61,477 |   |
|                                                                                                                                                                                                                                                                                                       |   |               |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (a)  Acres expiring are based on contractual lease maturities. We may extend the leases prior to their expiration based upon planned activities or for other business activities.(b)  Includes our acreage in the Austin Chalk (Trend), Cotton Valley Reef Complex and East Texas Bossier areas. |   |

----

|   | Exhibit |   |                                                                                                                                                                                                                                                                                        |
|--------|---------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Number  |   | Description of Exhibit                                                                                                                                                                                                                                                                      |
|   |    |   |                                                                                                                                                                                                                                                                                        |
|   |    |   |                                                                                                                                                                                                                                                                                        |
|   | **2.1   |   | Agreement and Plan of Merger among Clayton Williams Energy, Inc. and Southwest Royalties, Inc. dated May 3, 2004, filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 3, 2004††                                            |
|   |    |   |                                                                                                                                                                                                                                                                                        |
|   | **3.1   |   | Second Restated Certificate of Incorporation of the Company, filed as Exhibit 3.1 to the Company’s Form S-2 Registration Statement, Commission File No. 333-13441                                                                                                                     |
|   |    |   |                                                                                                                                                                                                                                                                                        |
|   |    |   |                                                                                                                                                                                                                                                                                        |
|   | **3.2   |   | Certificate of Amendment of Second Restated Certificate of Incorporation of Clayton Williams Energy, Inc., filed as Exhibit 3.1 to the Company’s Form 10-Q for the period ended September 30, 2000††                                                                      |
|   |    |   |                                                                                                                                                                                                                                                                                        |
|   | **3.3   |   | Corporate Bylaws of Clayton Williams Energy, Inc., as amended, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 13, 2008††                                                                                        |
|   |    |   |                                                                                                                                                                                                                                                                                        |
|   | **4.1   |   | Stock Purchase Agreement dated May 19, 2004 by and among Clayton Williams Energy, Inc. and various institutional investors, filed as Exhibit 4 to the Company’s Current Report on Form 8-K filed with the Commission on June 2, 2004††                                    |
|   |    |   |                                                                                                                                                                                                                                                                                        |
|   | **4.2   |   | Indenture, dated July 20, 2005, among Clayton Williams Energy, Inc., the Subsidiary Guarantors and Wells Fargo Bank, National Association, as Trustee, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 22, 2005†† |
|   |    |   |                                                                                                                                                                                                                                                                                        |
|   | **10.1  |   | Amended and Restated Credit Agreement dated as of May 21, 2004 among Clayton Williams Energy, Inc., et al, and Bank One, NA, et al, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed with the Commission on June 23, 2004††                      |
|   |    |   |                                                                                                                                                                                                                                                                                        |
|   | **10.2  |   | First Amendment to Amended and Restated Credit Agreement dated July 18, 2005, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 20, 2005††                                                                              |
|   |    |   |                                                                                                                                                                                                                                                                                        |
|   | **10.3  |   | Second Amendment to Amended and Restated Credit Agreement dated December 30, 2005, filed as Exhibit 10.3 to the Company’s Form 10-K for the period ended December 31, 2005††                                                                                    |
|   |    |   |                                                                                                                                                                                                                                                                                        |
|   | **10.4  |   | Third Amendment to Amended and Restated Credit Agreement dated June 30, 2006, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 14, 2006††                                                                         |
|   |    |   |                                                                                                                                                                                                                                                                                        |
|   | **10.5  |   | Fourth Amendment to Amended and Restated Credit Agreement dated July 28, 2006                                                                                                                                                                                                               |
|   |    |   |                                                                                                                                                                                                                                                                                        |

----

|   | **10.6         |   | Fifth Amendment to Amended and Restated Credit Agreement dated June 13, 2008, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 18, 2008††                                                                                                                                                               |
|--------|----------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |           |   |                                                                                                                                                                                                                                                                                                                                                                         |
|   | **10.7         |   | Sixth Amendment to Amended and Restated Credit Agreement dated April 14, 2009, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 17, 2009††                                                                                                                                                             |
|   |           |   |                                                                                                                                                                                                                                                                                                                                                                         |
|   | **10.8         |   | Seventh Amendment to Amended and Restated Credit Agreement dated May 26, 2009, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 26, 2009††                                                                                                                                                               |
|   |           |   |                                                                                                                                                                                                                                                                                                                                                                         |
|   | **10.9†  |   | Outside Directors Stock Option Plan, filed as Exhibit 10.1 to the Company’s Form S-8 Registration Statement, Commission File No. 33-68316                                                                                                                                                                                                                              |
|   |           |   |                                                                                                                                                                                                                                                                                                                                                                         |
|   | **10.10† |   | First Amendment to Outside Directors Stock Option Plan, filed as Exhibit 10.13 to the Company’s Form 10-K for the period ended December 31, 1995††                                                                                                                                                                                                         |
|   |           |   |                                                                                                                                                                                                                                                                                                                                                                         |
|   | **10.11† |   | Second Amendment to Outside Directors Stock Option Plan, filed as Exhibit 10.13 to the Company’s Form 10-K for the period ended December 31, 2005††                                                                                                                                                                                                   |
|   |           |   |                                                                                                                                                                                                                                                                                                                                                                         |
|   | **10.12† |   | Bonus Incentive Plan, filed as Exhibit 10.1 to the Company’s Form S-8 Registration Statement, Commission File No. 33-68320                                                                                                                                                                                                                                             |
|   |           |   |                                                                                                                                                                                                                                                                                                                                                                         |
|   | **10.13† |   | First Amendment to Bonus Incentive Plan, filed as Exhibit 10.9 to the Company’s Form 10-K for the period ended December 31, 1997††                                                                                                                                                                                                                         |
|   |           |   |                                                                                                                                                                                                                                                                                                                                                                         |
|   | **10.14† |   | Scudder Trust Company Prototype Defined Contribution Plan adopted by Clayton Williams Energy, Inc. effective as of August 1, 2004, filed as Exhibit 10.12 to the Company’s Form 10-K for the period ended December 31, 2004††                                                                                                                         |
|   |           |   |                                                                                                                                                                                                                                                                                                                                                                         |
|   | **10.15† |   | Executive Incentive Stock Compensation Plan, filed as Exhibit 10.1 to the Company’s Form S-8 Registration Statement, Commission File No. 33-92834                                                                                                                                                                                                                      |
|   |           |   |                                                                                                                                                                                                                                                                                                                                                                         |
|   | **10.16† |   | First Amendment to Executive Incentive Stock Compensation Plan, filed as Exhibit 10.16 to the Company’s Form 10-K for the period ended December 31, 1996††                                                                                                                                                                                       |
|   |           |   |                                                                                                                                                                                                                                                                                                                                                                         |
|   | **10.17        |   | Consolidation Agreement dated May 13, 1993 among Clayton Williams Energy, Inc., Warrior Gas Co. and the Williams Entities, filed as Exhibit 10.1 to the Company’s Form S-1 Registration Statement, Commission File No. 033-43350                                                                                                                                  |
|   |           |   |                                                                                                                                                                                                                                                                                                                                                                         |
|   | **10.18        |   | Amendment to Consolidation Agreement dated August 7, 2000 among Clayton Williams Energy, Inc., Warrior Gas Co., Clayton W. Williams, Jr. and the Williams Companies, filed as Exhibit 10.1 to the Company’s Form 10-Q for the period ended September 30, 2000††                                                                                            |
|   |           |   |                                                                                                                                                                                                                                                                                                                                                                         |
|   | **10.19        |   | Agreement dated April 23, 1993 between the Company and Robert C. Lyon, filed as Exhibit 10.42 to the Company’s Form S-1 Registration Statement, Commission File No. 033-43350                                                                                                                                                                                     |
|   |           |   |                                                                                                                                                                                                                                                                                                                                                                         |
|   | **10.20        |   | Second Amended and Restated Service Agreement effective March 1, 2005 among Clayton Williams Energy, Inc. and its subsidiaries, Clayton Williams Ranch Holdings, Inc., ClayDesta L.P., Clayton Williams Partnership, Ltd. and CWPLCO, Inc., filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 3, 2005†† |
|   |           |   |                                                                                                                                                                                                                                                                                                                                                                         |
|   | **10.21        |   | Amendment to Second Amended and Restated Service Agreement effective January 1, 2008 among Clayton Williams Energy, Inc. and its subsidiaries, Clayton Williams, Jr., Clayton Williams Ranch Holdings, Inc., ClayDesta L.P., The Williams Children’s Partnership, Ltd. and CWPLCO, Inc.††                                                                  |

----

|   |           |   |                                                                                                                                                                                                                                      |
|--------|----------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | **10.22† |   | Agreement of Limited Partnership of CWEI Longfellow Ranch I, L.P. dated April 1, 2003, filed as Exhibit 10.32 to the Company’s Form 10-K for the period ended December 31, 2003††                             |
|   |           |   |                                                                                                                                                                                                                                      |
|   | **10.23† |   | Agreement of Limited Partnership of CWEI South Louisiana II, L.P. effective as of January 1, 2004, filed as Exhibit 10.29 to the Company’s Form 10-K for the period ended December 31, 2004††                      |
|   |           |   |                                                                                                                                                                                                                                      |
|   | **10.24† |   | Agreement of Limited Partnership of Rocky Arroyo, L.P. effective as of January 2, 2005, filed as Exhibit 10.31 to the Company’s Form 10-K for the period ended December 31, 2004††                                 |
|   |           |   |                                                                                                                                                                                                                                      |
|   | **10.25† |   | Agreement of Limited Partnership of CWEI West Pyle/McGonagill, L.P. effective as of January 2, 2005, filed as Exhibit 10.33 to the Company’s Form 10-K for the period ended December 31, 2004††                    |
|   |           |   |                                                                                                                                                                                                                                      |
|   | **10.26† |   | Agreement of Limited Partnership of CWEI South Louisiana III, L.P. effective as of March 1, 2005, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 14, 2005††       |
|   |           |   |                                                                                                                                                                                                                                      |
|   | **10.27† |   | Agreement of Limited Partnership of CWEI North Louisiana, L.P. effective as of March 1, 2005, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 14, 2005††           |
|   |           |   |                                                                                                                                                                                                                                      |
|   | **10.28† |   | Agreement of Limited Partnership of Floyd Prospect, L.P. effective as of March 1, 2005, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 3, 2005††                   |
|   |           |   |                                                                                                                                                                                                                                      |
|   | **10.29† |   | Amendment to Agreement dated April 23, 1993 between the Company and Robert C. Lyon, filed as Exhibit 10.35 to the Company’s Form 10-K for the period ended December 31, 2004††                                |
|   |           |   |                                                                                                                                                                                                                                      |
|   | **10.30† |   | Second Amendment to Agreement dated April 23, 1993 between the Company and Robert C. Lyon, filed as Exhibit 10.36 to the Company’s Form 10-K for the period ended December 31, 2004††                         |
|   |           |   |                                                                                                                                                                                                                                      |
|   | **10.31† |   | Form of stock option agreement for Outside Directors Stock Option Plan, filed as Exhibit 10.38 to the Company’s Form 10-K for the period ended December 31, 2004††                                                 |
|   |           |   |                                                                                                                                                                                                                                      |
|   | **10.32† |   | Agreement of Limited Partnership of Floyd Prospect II, L.P. dated May 15, 2006., filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 17, 2006††                          |
|   |           |   |                                                                                                                                                                                                                                      |
|   | **10.33† |   | Participation Agreement relating to South Louisiana IV dated August 2, 2006, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 7, 2006††                            |
|   |           |   |                                                                                                                                                                                                                                      |
|   | **10.34† |   | Participation Agreement relating to North Louisiana — Hosston/Cotton Valley dated August 2, 2006, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on August 7, 2006†† |
|   |           |   |                                                                                                                                                                                                                                      |
|   | **10.35† |   | Participation Agreement relating to North Louisiana — Bossier dated August 2, 2006, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on August 7, 2006††               |
|   |           |   |                                                                                                                                                                                                                                      |
|   | **10.36† |   | Participation Agreement relating to Floyd Prospect III dated November 15, 2006, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 17, 2006††                      |

----

|   |           |   |                                                                                                                                                                                                                                          |
|--------|----------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | **10.37† |   | Participation Agreement relating to North Louisiana - Bossier II dated November 15, 2006, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on November 17, 2006††                |
|   |           |   |                                                                                                                                                                                                                                          |
|   | **10.38† |   | Participation Agreement relating to North Louisiana - Hosston/Cotton Valley II dated November 15, 2006, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on November 17, 2006††  |
|   |           |   |                                                                                                                                                                                                                                          |
|   | **10.39† |   | Participation Agreement relating to South Louisiana V dated November 15, 2006, filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on November 17, 2006††                           |
|   |           |   |                                                                                                                                                                                                                                          |
|   | **10.40† |   | Southwest Royalties Reward Plan dated January 15, 2007, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with Commission on January 18, 2007††                                        |
|   |           |   |                                                                                                                                                                                                                                          |
|   | **10.41† |   | Form of Notice of Bonus Award Under the Southwest Royalties Reward Plan, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on January 18, 2007††                                  |
|   |           |   |                                                                                                                                                                                                                                          |
|   | **10.42† |   | Participation Agreement relating to West Coast Energy Properties, L.P. dated December 11, 2006, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 14, 2006††     |
|   |           |   |                                                                                                                                                                                                                                          |
|   | **10.43† |   | Participation Agreement relating to RMS/Warnick dated April 10, 2007, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 13, 2007††                                       |
|   |           |   |                                                                                                                                                                                                                                          |
|   | **10.44† |   | Participation Agreement relating to East Texas Bossier – Big Bill Simpson dated December 17, 2007, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 20, 2007†† |
|   |           |   |                                                                                                                                                                                                                                          |
|   | **10.45† |   | Participation Agreement relating to East Texas Bossier – Margarita dated December 17, 2007, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on December 20, 2007††        |
|   |           |   |                                                                                                                                                                                                                                          |
|   | **10.46† |   | Amaker Tippett Reward Plan dated June 19, 2008, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 25, 2008††                                                              |
|   |           |   |                                                                                                                                                                                                                                          |
|   | **10.47† |   | Austin Chalk Reward Plan dated June 19, 2008, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on June 25, 2008††                                                                |
|   |           |   |                                                                                                                                                                                                                                          |
|   | **10.48† |   | Barstow Area Reward Plan dated June 19, 2008, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on June 25, 2008††                                                                |
|   |           |   |                                                                                                                                                                                                                                          |
|   | **10.49† |   | Participation Agreement relating to CWEI Andrews Area dated June 19, 2008, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 25, 2008††                                   |
|   |           |   |                                                                                                                                                                                                                                          |
|   | **10.50† |   | Participation Agreement relating to CWEI Crockett County Area dated June 19, 2008, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on June 25, 2008††                           |
|   |           |   |                                                                                                                                                                                                                                          |
|   | **10.51† |   | Participation Agreement relating to CWEI North Louisiana Bossier III dated June 19, 2008, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on June 25, 2008††                    |
|   |           |   |                                                                                                                                                                                                                                          |
|   | **10.52† |   | Participation Agreement relating to CWEI North Louisiana Hosston/Cotton Valley III dated June 19, 2008, filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on June 25, 2008††      |

----

|   | **10.53†                                                                                                       |   | Participation Agreement relating to CWEI South Louisiana VI dated June 19, 2008, filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Commission on June 25, 2008††                 |
|--------|----------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | **10.54†                                                                                                       |   | Participation Agreement relating to CWEI Utah dated June 19, 2008, filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Commission on June 25, 2008††                               |
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | **10.55†                                                                                                       |   | Participation Agreement relating to CWEI Sacramento Basin I dated August 12, 2008, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 14, 2008††             |
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | **10.56†                                                                                                       |   | Form of Director Indemnification Agreement                                                                                                                                                                                        |
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | **10.57†                                                                                                       |   | Participation Agreement relating to CWEI East Texas Bossier - Sunny dated November 19, 2008, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 20, 2008†† |
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | **10.58†                                                                                                       |   | Fuhrman-Mascho Reward Plan dated December 1, 2009, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 2, 2009††                                            |
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | ****21                                                                                                               |   | Subsidiaries of the Registrant                                                                                                                                                                                                    |
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | *23.1                                                                                                                |   | Consent of KPMG LLP                                                                                                                                                                                                               |
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | *23.2                                                                                                                |   | Consent of Williamson Petroleum Consultants, Inc.                                                                                                                                                                                 |
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | *23.3                                                                                                                |   | Consent of Ryder Scott Company, L.P.                                                                                                                                                                                              |
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | ****24.1                                                                                                             |   | Power of Attorney                                                                                                                                                                                                                 |
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | *31.1                                                                                                                |   | Certification by the President and Chief Executive Officer of the Company pursuant to Rule 13a – 14(a) of the Securities Exchange Act of 1934                                                                     |
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | *31.2                                                                                                                |   | Certification by the Chief Financial Officer of the Company pursuant to Rule 13a – 14(a) of the Securities Exchange Act of 1934                                                                                   |
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | ***32.1                                                                                                              |   | Certifications by the Chief Executive Officer and Chief Financial Officer of the Company pursuant to 18 U.S.C. § 1350                                                                                         |
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | *99.1                                                                                                                |   | Report of Williamson Petroleum Consultants, Inc. independent consulting engineers                                                                                                                                                 |
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | *99.2                                                                                                                |   | Report of Ryder Scott Company, L.P. independent consulting engineers                                                                                                                                                              |
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | *Filed herewith                                                                                                      |
|   | **Incorporated by reference to the filing indicated                                                                  |
|   | ***Previously furnished                                                                                              |
|   |  ****Previously filed                                                                                           |
|   | †Identifies an Exhibit that consists of or includes a management contract or compensatory plan or arrangement. |
|   | ††Filed under the Company’s Commission File No. 001-10924.                                         |
|   |                                                                                                                 |

----

|                               | CLAYTON WILLIAMS ENERGY, INC. |
|------------------------------------|-------------------------------|
|                               | (Registrant)                  |
|                               |                          |   |
| Date:  December 20, 2010 | By:                           | /s/ MEL G. RIGGS |
|                               |                          | Mel G. Riggs |
|                               |                          | Executive Vice President, |
|                               |                          | Chief Operating Officer |

----

|   | Exhibit |   |                                                                                                                                                                                                                                                                                        |
|--------|---------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Number  |   | Description of Exhibit                                                                                                                                                                                                                                                                      |
|   |    |   |                                                                                                                                                                                                                                                                                        |
|   |    |   |                                                                                                                                                                                                                                                                                        |
|   | **2.1   |   | Agreement and Plan of Merger among Clayton Williams Energy, Inc. and Southwest Royalties, Inc. dated May 3, 2004, filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 3, 2004††                                            |
|   |    |   |                                                                                                                                                                                                                                                                                        |
|   | **3.1   |   | Second Restated Certificate of Incorporation of the Company, filed as Exhibit 3.1 to the Company’s Form S-2 Registration Statement, Commission File No. 333-13441                                                                                                                     |
|   |    |   |                                                                                                                                                                                                                                                                                        |
|   |    |   |                                                                                                                                                                                                                                                                                        |
|   | **3.2   |   | Certificate of Amendment of Second Restated Certificate of Incorporation of Clayton Williams Energy, Inc., filed as Exhibit 3.1 to the Company’s Form 10-Q for the period ended September 30, 2000††                                                                      |
|   |    |   |                                                                                                                                                                                                                                                                                        |
|   | **3.3   |   | Corporate Bylaws of Clayton Williams Energy, Inc., as amended, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 13, 2008††                                                                                        |
|   |    |   |                                                                                                                                                                                                                                                                                        |
|   | **4.1   |   | Stock Purchase Agreement dated May 19, 2004 by and among Clayton Williams Energy, Inc. and various institutional investors, filed as Exhibit 4 to the Company’s Current Report on Form 8-K filed with the Commission on June 2, 2004††                                    |
|   |    |   |                                                                                                                                                                                                                                                                                        |
|   | **4.2   |   | Indenture, dated July 20, 2005, among Clayton Williams Energy, Inc., the Subsidiary Guarantors and Wells Fargo Bank, National Association, as Trustee, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 22, 2005†† |
|   |    |   |                                                                                                                                                                                                                                                                                        |
|   | **10.1  |   | Amended and Restated Credit Agreement dated as of May 21, 2004 among Clayton Williams Energy, Inc., et al, and Bank One, NA, et al, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed with the Commission on June 23, 2004††                      |
|   |    |   |                                                                                                                                                                                                                                                                                        |
|   | **10.2  |   | First Amendment to Amended and Restated Credit Agreement dated July 18, 2005, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 20, 2005††                                                                              |
|   |    |   |                                                                                                                                                                                                                                                                                        |
|   | **10.3  |   | Second Amendment to Amended and Restated Credit Agreement dated December 30, 2005, filed as Exhibit 10.3 to the Company’s Form 10-K for the period ended December 31, 2005††                                                                                    |
|   |    |   |                                                                                                                                                                                                                                                                                        |
|   | **10.4  |   | Third Amendment to Amended and Restated Credit Agreement dated June 30, 2006, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 14, 2006††                                                                         |
|   |    |   |                                                                                                                                                                                                                                                                                        |
|   | **10.5  |   | Fourth Amendment to Amended and Restated Credit Agreement dated July 28, 2006                                                                                                                                                                                                               |
|   |    |   |                                                                                                                                                                                                                                                                                        |

----

|   | **10.6         |   | Fifth Amendment to Amended and Restated Credit Agreement dated June 13, 2008, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 18, 2008††                                                                                                                                                               |
|--------|----------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |           |   |                                                                                                                                                                                                                                                                                                                                                                         |
|   | **10.7         |   | Sixth Amendment to Amended and Restated Credit Agreement dated April 14, 2009, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 17, 2009††                                                                                                                                                             |
|   |           |   |                                                                                                                                                                                                                                                                                                                                                                         |
|   | **10.8         |   | Seventh Amendment to Amended and Restated Credit Agreement dated May 26, 2009, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 26, 2009††                                                                                                                                                               |
|   |           |   |                                                                                                                                                                                                                                                                                                                                                                         |
|   | **10.9†  |   | Outside Directors Stock Option Plan, filed as Exhibit 10.1 to the Company’s Form S-8 Registration Statement, Commission File No. 33-68316                                                                                                                                                                                                                              |
|   |           |   |                                                                                                                                                                                                                                                                                                                                                                         |
|   | **10.10† |   | First Amendment to Outside Directors Stock Option Plan, filed as Exhibit 10.13 to the Company’s Form 10-K for the period ended December 31, 1995††                                                                                                                                                                                                         |
|   |           |   |                                                                                                                                                                                                                                                                                                                                                                         |
|   | **10.11† |   | Second Amendment to Outside Directors Stock Option Plan, filed as Exhibit 10.13 to the Company’s Form 10-K for the period ended December 31, 2005††                                                                                                                                                                                                   |
|   |           |   |                                                                                                                                                                                                                                                                                                                                                                         |
|   | **10.12† |   | Bonus Incentive Plan, filed as Exhibit 10.1 to the Company’s Form S-8 Registration Statement, Commission File No. 33-68320                                                                                                                                                                                                                                             |
|   |           |   |                                                                                                                                                                                                                                                                                                                                                                         |
|   | **10.13† |   | First Amendment to Bonus Incentive Plan, filed as Exhibit 10.9 to the Company’s Form 10-K for the period ended December 31, 1997††                                                                                                                                                                                                                         |
|   |           |   |                                                                                                                                                                                                                                                                                                                                                                         |
|   | **10.14† |   | Scudder Trust Company Prototype Defined Contribution Plan adopted by Clayton Williams Energy, Inc. effective as of August 1, 2004, filed as Exhibit 10.12 to the Company’s Form 10-K for the period ended December 31, 2004††                                                                                                                         |
|   |           |   |                                                                                                                                                                                                                                                                                                                                                                         |
|   | **10.15† |   | Executive Incentive Stock Compensation Plan, filed as Exhibit 10.1 to the Company’s Form S-8 Registration Statement, Commission File No. 33-92834                                                                                                                                                                                                                      |
|   |           |   |                                                                                                                                                                                                                                                                                                                                                                         |
|   | **10.16† |   | First Amendment to Executive Incentive Stock Compensation Plan, filed as Exhibit 10.16 to the Company’s Form 10-K for the period ended December 31, 1996††                                                                                                                                                                                       |
|   |           |   |                                                                                                                                                                                                                                                                                                                                                                         |
|   | **10.17        |   | Consolidation Agreement dated May 13, 1993 among Clayton Williams Energy, Inc., Warrior Gas Co. and the Williams Entities, filed as Exhibit 10.1 to the Company’s Form S-1 Registration Statement, Commission File No. 033-43350                                                                                                                                  |
|   |           |   |                                                                                                                                                                                                                                                                                                                                                                         |
|   | **10.18        |   | Amendment to Consolidation Agreement dated August 7, 2000 among Clayton Williams Energy, Inc., Warrior Gas Co., Clayton W. Williams, Jr. and the Williams Companies, filed as Exhibit 10.1 to the Company’s Form 10-Q for the period ended September 30, 2000††                                                                                            |
|   |           |   |                                                                                                                                                                                                                                                                                                                                                                         |
|   | **10.19        |   | Agreement dated April 23, 1993 between the Company and Robert C. Lyon, filed as Exhibit 10.42 to the Company’s Form S-1 Registration Statement, Commission File No. 033-43350                                                                                                                                                                                     |
|   |           |   |                                                                                                                                                                                                                                                                                                                                                                         |
|   | **10.20        |   | Second Amended and Restated Service Agreement effective March 1, 2005 among Clayton Williams Energy, Inc. and its subsidiaries, Clayton Williams Ranch Holdings, Inc., ClayDesta L.P., Clayton Williams Partnership, Ltd. and CWPLCO, Inc., filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 3, 2005†† |
|   |           |   |                                                                                                                                                                                                                                                                                                                                                                         |
|   | **10.21        |   | Amendment to Second Amended and Restated Service Agreement effective January 1, 2008 among Clayton Williams Energy, Inc. and its subsidiaries, Clayton Williams, Jr., Clayton Williams Ranch Holdings, Inc., ClayDesta L.P., The Williams Children’s Partnership, Ltd. and CWPLCO, Inc.††                                                                  |

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|   |           |   |                                                                                                                                                                                                                                      |
|--------|----------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | **10.22† |   | Agreement of Limited Partnership of CWEI Longfellow Ranch I, L.P. dated April 1, 2003, filed as Exhibit 10.32 to the Company’s Form 10-K for the period ended December 31, 2003††                             |
|   |           |   |                                                                                                                                                                                                                                      |
|   | **10.23† |   | Agreement of Limited Partnership of CWEI South Louisiana II, L.P. effective as of January 1, 2004, filed as Exhibit 10.29 to the Company’s Form 10-K for the period ended December 31, 2004††                      |
|   |           |   |                                                                                                                                                                                                                                      |
|   | **10.24† |   | Agreement of Limited Partnership of Rocky Arroyo, L.P. effective as of January 2, 2005, filed as Exhibit 10.31 to the Company’s Form 10-K for the period ended December 31, 2004††                                 |
|   |           |   |                                                                                                                                                                                                                                      |
|   | **10.25† |   | Agreement of Limited Partnership of CWEI West Pyle/McGonagill, L.P. effective as of January 2, 2005, filed as Exhibit 10.33 to the Company’s Form 10-K for the period ended December 31, 2004††                    |
|   |           |   |                                                                                                                                                                                                                                      |
|   | **10.26† |   | Agreement of Limited Partnership of CWEI South Louisiana III, L.P. effective as of March 1, 2005, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 14, 2005††       |
|   |           |   |                                                                                                                                                                                                                                      |
|   | **10.27† |   | Agreement of Limited Partnership of CWEI North Louisiana, L.P. effective as of March 1, 2005, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 14, 2005††           |
|   |           |   |                                                                                                                                                                                                                                      |
|   | **10.28† |   | Agreement of Limited Partnership of Floyd Prospect, L.P. effective as of March 1, 2005, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 3, 2005††                   |
|   |           |   |                                                                                                                                                                                                                                      |
|   | **10.29† |   | Amendment to Agreement dated April 23, 1993 between the Company and Robert C. Lyon, filed as Exhibit 10.35 to the Company’s Form 10-K for the period ended December 31, 2004††                                |
|   |           |   |                                                                                                                                                                                                                                      |
|   | **10.30† |   | Second Amendment to Agreement dated April 23, 1993 between the Company and Robert C. Lyon, filed as Exhibit 10.36 to the Company’s Form 10-K for the period ended December 31, 2004††                         |
|   |           |   |                                                                                                                                                                                                                                      |
|   | **10.31† |   | Form of stock option agreement for Outside Directors Stock Option Plan, filed as Exhibit 10.38 to the Company’s Form 10-K for the period ended December 31, 2004††                                                 |
|   |           |   |                                                                                                                                                                                                                                      |
|   | **10.32† |   | Agreement of Limited Partnership of Floyd Prospect II, L.P. dated May 15, 2006., filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 17, 2006††                          |
|   |           |   |                                                                                                                                                                                                                                      |
|   | **10.33† |   | Participation Agreement relating to South Louisiana IV dated August 2, 2006, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 7, 2006††                            |
|   |           |   |                                                                                                                                                                                                                                      |
|   | **10.34† |   | Participation Agreement relating to North Louisiana — Hosston/Cotton Valley dated August 2, 2006, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on August 7, 2006†† |
|   |           |   |                                                                                                                                                                                                                                      |
|   | **10.35† |   | Participation Agreement relating to North Louisiana — Bossier dated August 2, 2006, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on August 7, 2006††               |
|   |           |   |                                                                                                                                                                                                                                      |
|   | **10.36† |   | Participation Agreement relating to Floyd Prospect III dated November 15, 2006, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 17, 2006††                      |

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|   |           |   |                                                                                                                                                                                                                                          |
|--------|----------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | **10.37† |   | Participation Agreement relating to North Louisiana - Bossier II dated November 15, 2006, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on November 17, 2006††                |
|   |           |   |                                                                                                                                                                                                                                          |
|   | **10.38† |   | Participation Agreement relating to North Louisiana - Hosston/Cotton Valley II dated November 15, 2006, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on November 17, 2006††  |
|   |           |   |                                                                                                                                                                                                                                          |
|   | **10.39† |   | Participation Agreement relating to South Louisiana V dated November 15, 2006, filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on November 17, 2006††                           |
|   |           |   |                                                                                                                                                                                                                                          |
|   | **10.40† |   | Southwest Royalties Reward Plan dated January 15, 2007, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with Commission on January 18, 2007††                                        |
|   |           |   |                                                                                                                                                                                                                                          |
|   | **10.41† |   | Form of Notice of Bonus Award Under the Southwest Royalties Reward Plan, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on January 18, 2007††                                  |
|   |           |   |                                                                                                                                                                                                                                          |
|   | **10.42† |   | Participation Agreement relating to West Coast Energy Properties, L.P. dated December 11, 2006, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 14, 2006††     |
|   |           |   |                                                                                                                                                                                                                                          |
|   | **10.43† |   | Participation Agreement relating to RMS/Warnick dated April 10, 2007, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 13, 2007††                                       |
|   |           |   |                                                                                                                                                                                                                                          |
|   | **10.44† |   | Participation Agreement relating to East Texas Bossier – Big Bill Simpson dated December 17, 2007, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 20, 2007†† |
|   |           |   |                                                                                                                                                                                                                                          |
|   | **10.45† |   | Participation Agreement relating to East Texas Bossier – Margarita dated December 17, 2007, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on December 20, 2007††        |
|   |           |   |                                                                                                                                                                                                                                          |
|   | **10.46† |   | Amaker Tippett Reward Plan dated June 19, 2008, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 25, 2008††                                                              |
|   |           |   |                                                                                                                                                                                                                                          |
|   | **10.47† |   | Austin Chalk Reward Plan dated June 19, 2008, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on June 25, 2008††                                                                |
|   |           |   |                                                                                                                                                                                                                                          |
|   | **10.48† |   | Barstow Area Reward Plan dated June 19, 2008, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on June 25, 2008††                                                                |
|   |           |   |                                                                                                                                                                                                                                          |
|   | **10.49† |   | Participation Agreement relating to CWEI Andrews Area dated June 19, 2008, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 25, 2008††                                   |
|   |           |   |                                                                                                                                                                                                                                          |
|   | **10.50† |   | Participation Agreement relating to CWEI Crockett County Area dated June 19, 2008, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on June 25, 2008††                           |
|   |           |   |                                                                                                                                                                                                                                          |
|   | **10.51† |   | Participation Agreement relating to CWEI North Louisiana Bossier III dated June 19, 2008, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on June 25, 2008††                    |
|   |           |   |                                                                                                                                                                                                                                          |
|   | **10.52† |   | Participation Agreement relating to CWEI North Louisiana Hosston/Cotton Valley III dated June 19, 2008, filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on June 25, 2008††      |

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|   | **10.53†                                                                                                       |   | Participation Agreement relating to CWEI South Louisiana VI dated June 19, 2008, filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Commission on June 25, 2008††                 |
|--------|----------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | **10.54†                                                                                                       |   | Participation Agreement relating to CWEI Utah dated June 19, 2008, filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Commission on June 25, 2008††                               |
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | **10.55†                                                                                                       |   | Participation Agreement relating to CWEI Sacramento Basin I dated August 12, 2008, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 14, 2008††             |
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | **10.56†                                                                                                       |   | Form of Director Indemnification Agreement                                                                                                                                                                                        |
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | **10.57†                                                                                                       |   | Participation Agreement relating to CWEI East Texas Bossier - Sunny dated November 19, 2008, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 20, 2008†† |
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | **10.58†                                                                                                       |   | Fuhrman-Mascho Reward Plan dated December 1, 2009, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 2, 2009††                                            |
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | ****21                                                                                                               |   | Subsidiaries of the Registrant                                                                                                                                                                                                    |
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | *23.1                                                                                                                |   | Consent of KPMG LLP                                                                                                                                                                                                               |
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | *23.2                                                                                                                |   | Consent of Williamson Petroleum Consultants, Inc.                                                                                                                                                                                 |
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | *23.3                                                                                                                |   | Consent of Ryder Scott Company, L.P.                                                                                                                                                                                              |
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | ***24.1                                                                                                              |   | Power of Attorney                                                                                                                                                                                                                 |
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | *31.1                                                                                                                |   | Certification by the President and Chief Executive Officer of the Company pursuant to Rule 13a – 14(a) of the Securities Exchange Act of 1934                                                                     |
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | *31.2                                                                                                                |   | Certification by the Chief Financial Officer of the Company pursuant to Rule 13a – 14(a) of the Securities Exchange Act of 1934                                                                                   |
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | ***32.1                                                                                                              |   | Certifications by the Chief Executive Officer and Chief Financial Officer of the Company pursuant to 18 U.S.C. § 1350                                                                                         |
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | *99.1                                                                                                                |   | Report of Williamson Petroleum Consultants, Inc. independent consulting engineers                                                                                                                                                 |
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | *99.2                                                                                                                |   | Report of Ryder Scott Company, L.P. independent consulting engineers                                                                                                                                                              |
|   |                                                                                                                 |   |                                                                                                                                                                                                                              |
|   | *Filed herewith                                                                                                      |
|   | **Incorporated by reference to the filing indicated                                                                  |
|   | ***Previously furnished                                                                                              |
|   |  ****Previously filed                                                                                           |
|   | †Identifies an Exhibit that consists of or includes a management contract or compensatory plan or arrangement. |
|   | ††Filed under the Company’s Commission File No. 001-10924.                                         |
|   |                                                                                                                 |

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