Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Johnson David Keith
   2. Issuer Name and Ticker or Trading Symbol
CLAYTON HOLDINGS INC [CLAY] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & COO
(Last)
(First)
(Middle)
CLAYTON HOLDINGS, INC., 2 CORPORATE DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
12/21/2007
(Street)

SHELTON, CT 06484		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Award (1) (2) 12/21/2007   A   277,736     (3)(4)   (3)(4) Common Stock 277,736 $ 0 277,736 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Johnson David Keith
CLAYTON HOLDINGS, INC.
2 CORPORATE DRIVE
SHELTON, CT 06484		       President & COO  

Signatures

 /s/ Frederick C. Herbst, Attorney-in-Fact   12/27/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Restricted stock unit award to be settled in cash, stock, or a combination thereof.
(2) Each restricted stock unit is the economic equivalent of one share of common stock, an amount of cash based on the closing price of a share of common stock, or an amount of cash equal to the per share value of consideration paid in a sale event.
(3) The restricted stock units will not be settled in stock until the number of shares of common stock available under the issuer's 2006 Stock Option and Incentive Plan is increased by the issuer's stockholders at the 2008 annual meeting of stockholders. The restricted stock units will vest at the rate of 25 percent on each of June 15, 2008, December 15, 2008, June 15, 2009 and December 15, 2009, and will be settled in cash, stock, or a combination thereof on each vesting date.
(4) If a sale event occurs prior to stockholder approval, the entire award will be settled in cash. If the award is not approved by stockholders, the award will be settled in cash or a combination of cash and stock according to the foregoing vesting schedule. If the award is not approved by stockholders, and a sale event occurs prior to the final vesting date, then the award will be fully vested and settled in cash. If, prior to the settlement of restricted stock units, the reporting person's employment is teminated by the issuer for any reason other than for cause or by the reporting person for good reason, then the award will be settled in cash with respect to the next two vesting dates.

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