8-K

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 14, 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))

Item 7.01 -                                Regulation FD Disclosure

The Company hereby incorporates by reference into this Item 7.01 of Form 8-K the Financial Guidance Disclosures for 2007 attached as Exhibit 99.1.  This Exhibit 99.1 is being furnished to provide public disclosure of the Company’s estimates to permit preparation of financial models of the Company’s operating results for each quarter during the Company’s fiscal year ending December 31, 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

(d)         Exhibits

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

Exhibit
Number	Description
99.1	Clayton Williams Energy, Inc. Financial Guidance Disclosures for 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 thereto duly authorized.

CLAYTON WILLIAMS ENERGY, INC.

Date:	November 14, 2007	By:	/s/ L. Paul Latham
			L. Paul Latham
			Executive Vice President and Chief
			Operating Officer

Date:	November 14, 2007	By:	/s/ Mel G. Riggs
			Mel G. Riggs
			Senior Vice President and Chief Financial
			Officer

EX-99.1

EXHIBIT 99.1

CLAYTON WILLIAMS ENERGY, INC.

FINANCIAL GUIDANCE DISCLOSURES FOR 2007

Overview

Clayton Williams Energy, Inc. and its subsidiaries have prepared this document to provide public disclosure of certain financial and operating estimates in order to permit the preparation of models to forecast our operating results for each quarter during the year ending December 31, 2007.  These estimates are based on information available to us as of the date of this filing, and actual results may vary materially from these estimates.  We do not undertake any obligation to update these estimates as conditions change or as additional information becomes available.

The estimates provided in this document are based on assumptions that we believe are reasonable.  Until our actual results of operations for these periods have been compiled and released, all of the estimates and assumptions set forth herein constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  All statements, other than statements of historical facts, included in this document that address activities, events or developments that we expect, project, believe or anticipate will or may occur in the future, or may have occurred through the date of this filing, including such matters as production of oil and gas, product prices, oil and gas reserves, drilling and completion results, capital expenditures and other such matters, are forward-looking statements.  Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the results, performance, or achievements expressed or implied by such forward-looking statements.  Such factors include, among others, the following:  the volatility of oil and gas prices, the unpredictable nature of our exploratory drilling results; the reliance upon estimates of proved reserves; operating hazards and uninsured risks; competition; government regulation; and other factors referenced in filings made by us with the Securities and Exchange Commission.

As a matter of policy, we generally do not attempt to provide guidance on:

(a) production which may be obtained through future exploratory drilling;

(b) dry hole and abandonment costs that may result from future exploratory drilling;

(c) the effects of Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities”;

(d) gains or losses from sales of property and equipment unless the sale has been consummated prior to the filing of financial guidance;

(e) capital expenditures related to completion activities on exploratory wells or acquisitions of proved properties until the expenditures are estimable and likely to occur; and

(f) revenues, expenses and minority interest related to our investment in Larclay JV.

As discussed in “Capital Expenditures”, approximately half of our 2007 planned exploration and development expenditures relate to exploratory prospects.  Exploratory prospects involve a higher degree of risk than development prospects.  To offset the higher risk, we generally strive to achieve a higher reserve potential and rate of return on investments in exploratory prospects.  Actual results from our exploratory drilling activities, when ultimately reported, may have a material impact on the estimates of oil and gas production and exploration costs stated in this guidance.

Summary of Estimates

The following table sets forth certain estimates being used by us to model our anticipated results of operations for each quarter during the fiscal year ending December 31, 2007.  When a single value is provided, such value represents the mid-point of the approximate range of estimates.  Otherwise, each range of values provided represents the expected low and high estimates for such financial or operating factor.  See “Supplemental Information.”

	Year Ending December 31, 2007
	Actual			Actual			Actual			Estimated
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
	(Dollars in thousands, except per unit data)
Average Daily Production:
Gas (Mcf)		48,078			56,604			62,500		55,500 to 59,500
Oil (Bbls)		6,033			6,341			6,326		6,650 to 6,850
Natural gas liquids (Bbls)		511			626			630		600 to 650
Total gas equivalents (Mcfe)		87,342			98,406			104,236		99,000 to 104,500
Differentials:
Gas (Mcf)	$	(0.05	)	$	(0.36	)	$	.01		$(0.35) to $(0.65)
Oil (Bbls)	$	(3.06	)	$	(2.52	)	$	(3.28	)	$(2.75) to $(3.35)
Natural gas liquids (Bbls)	$	(24.97	)	$	(22.19	)	$	(29.74	)	$(22.00) to $(28.00)
Costs Variable by Production ($/Mcfe):
Production expenses (including
production taxes)	$	2.20		$	1.99		$	2.17		$1.90 to $2.30
DD&A – Oil and gas properties	$	1.72		$	1.82		$	2.16		$1.80 to $2.10
Other Revenues (Expenses):
Natural gas services:
Revenues	$	2,654		$	2,909		$	2,268		$2,200 to $2,400
Operating costs	$	(2,413	)	$	(2,904	)	$	(2,121	)	$(2,050) to $(2,250)
Exploration costs:
Abandonments and impairments	$	(11,105	)	$	(23,519	)	$	(18,802	)	$(1,000) to $(3,000)
Seismic and other	$	(890	)	$	(1,580	)	$	(1,236	)	$(500) to $(2,500)
DD&A – Other (a)	$	(300	)	$	(294	)	$	(295	)	$(250) to $(350)
General and administrative (a)	$	(3,871	)	$	(4,906	)	$	(4,263	)	$(4,300) to $(4,500)
Interest expense (a)	$	(6,795	)	$	(6,939	)	$	(7,180	)	$(7,300) to $(7,500)
Other income (expense) (b)	$	713		$	3,614		$	366		$250 to $350
Effective Federal and State Income
Tax Rate:
Current		0	%		0	%		0	%	0%
Deferred		35	%		35	%		35	%	35%
Weighted Average Shares Outstanding
(In thousands):
Basic		11,290			11,352			11,352		11,350 to 11,400
Diluted		11,290			11,507			11,521		11,500 to 12,000

(a) Excludes amounts derived from Larclay JV.

(b) Excludes an estimated $13 million gain in the fourth quarter from the sale of assets in Pecos County (see “Sale of Assets.”)

Capital Expenditures

We have increased our estimates for planned exploration and development expenditures for fiscal 2007 by $16.3 million from $235.1 million to $251.4 million.  The following table summarizes, by area, certain information about our planned expenditures for 2007.

	Total
	Planned
	Expenditures
	Year Ending		Percentage
	December 31, 2007		of Total
	(In thousands)
North Louisiana	$	81,200		32	%
South Louisiana		64,800		26	%
East Texas Bossier		39,900		16	%
Permian Basin		35,000		14	%
Austin Chalk (Trend)		22,900		9	%
Utah/California		7,000		3	%
Other		600		-
	$	251,400		100	%

Most of the $16.3 million increase in estimated capital expenditures for fiscal 2007 relates to increased drilling activity in the Austin Chalk (Trend), East Texas Bossier program and the Permian Basin.  We have decided to increase developmental drilling activities in oil-prone areas such as our core acreage block in the Austin Chalk (Trend), where we have in-fill drilling opportunities, and in the Permian Basin where we have a large inventory of drilling locations.  As a result, we now estimate that approximately half of our expenditures for exploration and development activities for fiscal 2007 will relate to exploratory prospects.

Supplementary Information

Oil and Gas Production

The following table summarizes, by area, our actual and estimated daily net production for each quarter during the year ending December 31, 2007.  These estimates represent the approximate mid-point of the estimated production range.

	Daily Net Production for 2007
	Actual		Actual		Actual		Estimated
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Gas (Mcf):
Permian Basin		15,389		13,724		15,469		14,544
Louisiana		22,530		32,435		37,523		34,141
Austin Chalk (Trend)		2,011		2,445		2,176		2,054
Cotton Valley Reef Complex		7,697		7,651		6,811		6,402
Other		451		349		521		359
Total		48,078		56,604		62,500		57,500
Oil (Bbls):
Permian Basin		3,096		3,135		3,291		3,447
Louisiana		1,201		1,486		1,357		1,195
Austin Chalk (Trend)		1,672		1,627		1,589		2,043
Other		64		93		89		65
Total		6,033		6,341		6,326		6,750
Natural Gas Liquids (Bbls):
Permian Basin		199		226		200		242
Austin Chalk (Trend)		265		251		229		253
Other		47		149		201		130
Total		511		626		630		625

Accounting for Derivatives

The following summarizes information concerning our net positions in open commodity derivatives applicable to periods subsequent to September 30, 2007.  The settlement prices of commodity derivatives are based on NYMEX futures prices.

Collars:

	Gas						Oil
	MMBtu (a)		Floor		Ceiling		Bbls		Floor		Ceiling
Production Period:
4th Quarter 2007		459,000	$	4.00	$	5.18		141,000	$	23.00	$	25.20
1st Quarter 2008		434,000	$	4.00	$	5.15		132,000	$	23.00	$	25.07
2nd Quarter 2008		426,000	$	4.00	$	5.15		132,000	$	23.00	$	25.07
3rd Quarter 2008		419,000	$	4.00	$	5.15		128,000	$	23.00	$	25.07
		1,738,000						533,000

Swaps:

	Gas				Oil
	MMBtu (a)		Price		Bbls		Price
Production Period:
4th Quarter 2007		2,400,000	$	8.34		225,000	$	72.75
1st Quarter 2008		1,800,000	$	8.26		-	$	-
2nd Quarter 2008		1,500,000	$	8.16		150,000	$	65.60
3rd Quarter 2008		1,500,000	$	8.16		150,000	$	65.60
4th Quarter 2008		1,500,000	$	8.16		150,000	$	65.60
		8,700,000				675,000

(a)       One MMBtu equals one Mcf at a Btu factor of 1,000.

In July 2006, we terminated certain fixed-price oil swaps covering 75,000 barrels at a price of $80.45 per barrel from October 2007 through December 2007, resulting in an aggregate loss of approximately $589,000, which is being paid to the counterparty monthly during 2007.

In September 2007, we also terminated certain fixed-priced oil swaps covering 270,000 barrels at a price of $78.64 from January 2008 through March 2008 and a price of $76.65 from April 2008 through December 2008, resulting in an aggregate loss of approximately $3.3 million, which will be paid to the counterparty monthly during 2008.

Interest Rates

The following summarizes information concerning our net positions in open interest rate swaps applicable to periods subsequent to September 30, 2007.

Interest Rate Swaps:

	Principal		Fixed Libor
	Balance		Rates
Period:
October 1, 2007 to September 24, 2008	$	100,000,000		4.73	%
October 1, 2007 to November 1, 2007	$	50,000,000		5.19	%
November 1, 2007 to November 1, 2008	$	45,000,000		5.73	%

We did not designate any of the derivatives shown in the preceding tables as cash flow hedges under SFAS 133; therefore, all changes in the fair value of these contracts prior to maturity, plus any realized gains or losses at maturity, will be recorded as other income (expense).

Sale of Assets

We sold our oil and gas assets in Pecos County, Texas, for $21 million, net of estimated closing costs.  The sale was completed in November 2007.   We expect to record a gain of approximately $13 million in the fourth quarter of 2007.