Exhibit 24.2

                            CERTIFICATE OF RESOLUTION

      I, Mel G. Riggs, Secretary of Clayton Williams Energy, Inc., a Delaware
corporation, do hereby certify that the Board of Directors of Clayton Williams
Energy, Inc. duly adopted the following resolutions on March 22, 2000.

            WHEREAS, the directors and officers of the Company wish to execute
      and deliver a Power of Attorney to MEL G. RIGGS, and L. PAUL LATHAM,
      allowing Mr. Riggs and/or Mr. Latham, jointly or severally, to act on
      behalf of such directors and officers with respect to the Company's Annual
      Report on Form 10-K for the year ended December 31, 1999, including
      without limitation the execution of the Form 10-K and all necessary and
      appropriate matters related thereto.

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

                  KNOW ALL MEN BY THESE PRESENTS, the undersigned being Officers
                  and Directors of Clayton Williams Energy, Inc. (the
                  "Company"), a Delaware Corporation, do hereby constitute and
                  appoint Mel G. Riggs and L. Paul Latham, or either of them,
                  with full power of substitution, our true and lawful attorneys
                  and agents, to do any and all acts and things in our names in
                  the capacities indicated which Mel G. Riggs and L. Paul
                  Latham, or either of them, may deem necessary or advisable to
                  enable the Company to comply with the Securities Exchange Act
                  of 1934, as amended, and any rules, regulations and
                  requirements of the Securities and Exchange Commission in
                  connection with the Company's Annual Report on Form 10-K for
                  the year ended December 31, 1999, including specifically, but
                  not limited to, the power and authority to sign such Form 10-K
                  for us, and any of us, in our names in the capacities
                  indicated, and any and all amendments thereto; and we do
                  hereby ratify and confirm all that Mel G. Riggs and L. Paul
                  Latham or either of them, shall do or cause to be done by
                  virtue hereof.

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

      IN WITNESS WHEREOF, I have hereunto set my hand on behalf of this
corporation on this twenty-second day of March, 2000.


                                          /s/ Mel G. Riggs
                                          --------------------------------------
                                          MEL G. RIGGS, Secretary