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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-C
Report by Issuer of Securities Quoted on NASDAQ
Interdealer Quotation System
Filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 and Rule 13a-17
or 15d-17 thereunder
CLAYTON WILLIAMS ENERGY, INC.
(Exact name of issuer as specified in charter)
Six Desta Drive, Suite 6500, Midland, Texas 79705
(Address of principal executive offices)
Issuer's telephone number, including area code (915) 682-6324
I. CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of 5% or more in the number
of shares outstanding:
1. Title of security: Common Stock, par value $0.10 per share
2. Number of shares outstanding before the change: 7,382,479
3. Number of shares outstanding after the change: 8,748,216
4. Effective date of change: November 19, 1996
5. Method of change:
Specify method (such as merger, acquisition, exchange, distribution,
stock split, reverse split, acquisition of stock for treasury, etc.):
Public Offering of Common Stock and Employee Benefit Plans.
Give brief description of transactions:
Pursuant to a Registration Statement on Form S-2 (Registration No.
333-13441), declared effective by the Securities and Exchange Commission on
November 13, 1996, Clayton Williams Energy, Inc. (the "Company") offered
1,250,000 (1,437,500 if the underwriter's over-allotment option is exercised in
full) shares of the Company's common stock, par value $.10 per share (the
"Common Stock"). The Offering was closed and 1,250,000 shares were offered on
November 19, 1996.
In addition,a total of 115,737 shares of Common Stock have been issued
under the Company's employee benefit plans.
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As a result of the shares issued in the Offering and under the Company's
employee benefit plans, the total number of shares of Common Stock outstanding
has increased from 7,382,479 to 8,748,216 as of November 19, 1996.
II. CHANGE IN NAME OF ISSUER
1. Name prior to change: Not applicable
2. Name after change: Not applicable
3. Effective date of charter amendment changing name: Not applicable
4. Date of shareholder approval of change, if required: Not applicable
Date: November 26, 1996.
CLAYTON WILLIAMS ENERGY, INC.
By: /S/ L. PAUL LATHAM
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L. Paul Latham, Executive Vice
President and Chief Operating Officer
