EXHIBIT 23.2


                        CONSENT OF INDEPENDENT ENGINEERS

     As independent engineering consultants, we hereby consent to the use of 
our report entitled "Evaluation of Oil and Gas Reserves 1) to the Interests 
of Clayton Williams Energy, Inc. in Domestic Oil and Gas Properties and 2) to 
the Interests of Warrior Gas Company in the Gataga Gas Unit No. 5A Vermjo 
(Ellenburger) Field, Loving County, Texas, Effective December 31, 1996, for 
Disclosure to the Securities and Exchange Commission, Utilizing Aries 
Software, Williamson Project 6.8454"  dated February 10, 1997 and data 
extracted therefrom (and all references to our Firm) included in or made a 
part of this Form 10-K Annual Report to be filed on or about March 25, 1997 
and to the incorporation by reference of this Form 10-K Annual Report 
(including the use of our report and references to our Firm herein) into 
those certain Registration Statements on Form S-8 filed by Clayton Williams 
Energy, Inc. with the Securities and Exchange Commission, file numbers 
33-68320, 33-68318, 33-68316, 33-69688, 33-92832, and 33-92834 covering the 
Bonus Incentive Plan of Clayton Williams Energy, Inc., 1993 Stock 
Compensation Plan of Clayton Williams Energy, Inc., Outside Directors Stock 
Option Plan of Clayton Williams Energy, Inc., Clayton Williams Energy, Inc. 
401(k) Plan & Trust, Outside Directors Stock Compensation Plan of Clayton 
Williams Energy, Inc., and the Executive Incentive Stock Compensation Plan of 
Clayton Williams Energy, Inc., respectively.




                                     WILLIAMSON PETROLEUM CONSULTANTS, INC.

Houston, Texas
March 24, 1997