EXHIBIT 24.1


                               POWER OF ATTORNEY

     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 Clayton W. Williams, Jr. 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 Clayton W. Williams, Jr. 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, 1997, including specifically, but not limited to, 
the power and authority to sign such Form 10-K for us, or 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 Clayton W. Williams, Jr., and L. Paul 
Latham or either of them, shall do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand this thirteenth day of 
March, 1998.


/s/ Clayton W. Williams, Jr.           /s/ L. Paul Latham
- -----------------------------------    ---------------------------------------
CLAYTON W. WILLIAMS, JR.               L. PAUL LATHAM
President, Chairman of the Board,      Executive Vice President, Chief 
Chief Executive Officer and a          Operating Officer and a Director
Director 



/s/ Mel G. Riggs                       /s/ William P. Clements
- -----------------------------------    ---------------------------------------
MEL G. RIGGS                           WILLIAM P. CLEMENTS
Senior Vice President - Finance and    Director
Secretary (Principal Financial and
Accounting Officer)


/s/ Stanley S. Beard                    /s/ Robert L. Parker
- -----------------------------------    ---------------------------------------
STANLEY S. BEARD                       ROBERT L. PARKER
Director                               Director