UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K



                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



        Date of Report (Date of earliest event reported): August 8, 2007
                                                          --------------




                          CLAYTON WILLIAMS ENERGY, INC.
                       -----------------------------------
             (Exact name of Registrant as specified in its charter)


      Delaware                     001-10924                   75-2396863
  ---------------              -----------------            ----------------
  (State or other           (Commission File Number)        (I.R.S. Employer
  jurisdiction of                                        Identification Number)
   incorporation
  or organization)


6 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


                                 Not applicable
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

     |_|  Written communications pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

     |_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)

     |_|  Pre-commencement communications pursuant to Rule 14d-2 (b) under the
          Exchange Act (17 CFR 240.14d-2 (b))

     |_|  Pre-commencement communications pursuant to Rule 13e-4 (c) under the
          Exchange Act (17 CFR 240.13e-4 (c))




In accordance with General  Instruction B.2. of Form 8-K, all of the information
furnished  in Items 2.02 and 7.01 of this report and the  accompanying  exhibits
shall  not be  deemed  to be  "filed"  for the  purposes  of  Section  18 of the
Securities  and  Exchange  Act  of  1934,  as  amended,  is not  subject  to the
liabilities  of that section and shall not be  incorporated  by reference in any
filing under the Securities Act of 1933, as amended.


Item 2.02  -  Results of Operations and Financial Condition
- ---------     ---------------------------------------------

On August 8, 2007,  the  Company  issued  the news  release  attached  hereto as
Exhibit  99.1  reporting  the  financial  results of the Company for the quarter
ended June 30, 2007.

Item 7.01  -  Regulation FD Disclosure
- ---------     ------------------------

The news release issued by the Company on August 8, 2007 included  estimates for
planned expenditures for exploration and development activities for fiscal 2007.
The Company hereby incorporates by reference into this Item 7.01 of Form 8-K the
portion of the news release  attached as Exhibit 99.1 related to these estimated
expenditures.  This information was furnished to update public disclosure of the
Company's  plans for  exploration  and  development  expenditures  for 2007. The
Company cautions users of this  information that the estimates  provided in this
Exhibit 99.1 are based on information available to the Company as of the date of
this filing,  and actual results may vary materially from these  estimates.  The
Company  does  not  undertake  any  obligation  to  update  these  estimates  as
conditions change or as additional information becomes available.


Item 9.01  -  Financial Statements and Exhibits
- ---------     ---------------------------------

The following  exhibit is provided as part of the  information  furnished  under
Items 2.02 and 7.01 of this report.

              Exhibit
              Number                         Description
              ------    --------------------------------------------------------

               99.1     News release  dated  August 8, 2007 by Clayton  Williams
                        Energy,  Inc. announcing second quarter 2007 results and
                        planned  expenditures  for  exploration  and development
                        activities for fiscal 2007




                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                              CLAYTON WILLIAMS ENERGY, INC.


Date:    August 9, 2007               By:     /s/ L. Paul Latham
                                              ----------------------------------
                                              L. Paul Latham
                                              Executive Vice President and Chief
                                                Operating Officer



Date:    August 9, 2007               By:     /s/ Mel G. Riggs
                                              ----------------------------------
                                              Mel G. Riggs
                                              Senior Vice President and Chief
                                                Financial Officer