EXHIBIT 24.1

                                  Power of Attorney



                                                                   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 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, 1998,
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 Mel
G. Riggs 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 twenty-third day of
March, 1999.



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


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


/s/ STANLEY S. BEARD                               /s/ ROBERT L. PARKER
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STANLEY S. BEARD                                   ROBERT L. PARKER
Director                                           Director