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): November 7, 2007
                                                         ----------------



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


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



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 November 7, 2007,  the Company  issued the news  release  attached  hereto as
Exhibit  99.1  reporting  the  financial  results of the Company for the quarter
ended September 30, 2007.

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

The news release  issued by the Company on November 7, 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 November 7, 2007 by Clayton Williams
                         Energy,  Inc. announcing third 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:    November 7, 2007                By:  /s/ L. Paul Latham
                                              ----------------------------------
                                              L. Paul Latham
                                              Executive Vice President and Chief
                                                Operating Officer



Date:    November 7, 2007                By:  /s/ Mel G. Riggs
                                              ----------------------------------
                                              Mel G. Riggs
                                              Senior Vice President and Chief
                                                Financial Officer