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):   May 20, 2004

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

Delaware	0-20838	75-2396863
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer 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)

Item 5-          Other Events

 On May 20, 2004, Clayton Williams Energy, Inc. (the “Company”) issued a press release announcing that it had privately placed a total of approximately 1,400,000 shares of its common stock at a price of $23.00 per share.  The estimated gross proceeds raised from the private placement is expected to be approximately $32 million.  Subject to customary closing conditions, the Company expects the transaction to close on or before May 25, 2004.  A copy of the press release is being furnished as an exhibit to this report on Form 8-K

Item 7-          Financial Statements and Exhibits

Exhibits

Exhibit Number	Description
99.1	Press release dated May 20, 2004

The information contains certain estimates, predictions, assumptions and other “forward-looking statements” as defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future 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 Company’s drilling results, the Company’s ability to replace short-lived reserves, the availability of capital resources, the reliance upon estimates of proved reserves, operating hazards and uninsured risks, competition, government regulation, the ability of the Company to implement its business strategy and other factors referenced in the Company’s public filings with the Securities and Exchange Commission.

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:   May 20, 2004	By:	/s/ L. Paul Latham
		L. Paul Latham
		Executive Vice President and Chief Operating Officer
Date:   May 20, 2004	By:	/s/ Mel G. Riggs
		Mel G. Riggs
		Senior Vice President and Chief Financial Officer

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