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

~~February 28, 2007~~ Date of Report (Date of earliest event reported) May 10, 2007

CLAYTON HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-51846		20-2660764
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(IRS Employer Identification No.)

2 Corporate Drive Shelton, Connecticut 06484 ~~(Address of Principal Executive Offices, including Zip Code)~~

(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: (203) 926-5600

Not ~~Applicable (Former~~ ~~Name or Former Address, if Changed Since Last Report)~~Applicable

(Former Name or Former Address, 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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 52.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Condition

~~(d)(1)~~ On ~~February~~May 2810, 2007, ~~the Board of~~ ~~Directors of~~ Clayton Holdings, Inc. (the “Company”) ~~elected~~announced ~~Michael~~its ~~Sonderby~~financial results ~~and~~for ~~David~~the ~~Gilbert~~quarter asended ~~Directors~~March 31, 2007. The full text of the ~~Company~~press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information on this Form 8-K (2including Exhibit 99.1) ~~There~~ shall not be deemed “filed” for ~~are~~purposes noof ~~arrangements~~Section 18 orof ~~understandings~~the ~~between~~Securities ~~either~~Act of ~~Mr.~~1934, ~~Sonderby~~as amended (the “Exchange Act”) or ~~Mr.~~otherwise subject to the liabilities of that Section, nor shall it ~~Gilbert~~be ~~and~~deemed incorporated by reference in any ~~other~~filing ~~persons~~by ~~pursuant~~the toCompany ~~which~~under ~~either~~the Securities Act of ~~such~~1933, ~~individuals~~as ~~was selected~~amended, or the Exchange Act, except as expressly set forth by specific reference in such a ~~Director~~filing.

~~(3) Mr~~Item 9. ~~Sonderby~~01 ~~has~~Financial ~~been~~Statements ~~appointed~~and ~~to serve on the Company’s Audit Committee of the Board of Directors.~~Exhibits

(4d) Neither Mr. Sonderby nor Mr. Gilbert has had any transactions with the Company or its subsidiaries that are required to be disclosed under Item 404(a) of Regulation S-K, nor have any such transactions been proposed. Exhibits

~~(5) In connection~~The ~~with their election and under the Company’s Non-Employee Directors’~~following ~~Compensation~~exhibit ~~Plan,~~relating each of Mr. Sonderby and Mr. Gilbert will receive an annual retainer of $30,000 and fees of $1,000 per Board meeting attended in person, $500 per Board meeting attended telephonically, and $500 per committee meeting attended in person or telephonically. In addition, pursuant to ~~the Company’s 2006 Stock Option and Incentive Plan, each of Mr. Sonderby and Mr. Gilbert was granted~~ Item 2~~,705 restricted Deferred Stock Units, and entered into the Deferred Stock Unit Award Agreement in the form previously filed with the Securities and Exchange Commission as Exhibit 10~~.202 ~~to Current Report on Form 8-K (File No. 000-51846) on February 2, 2007, which Deferred Stock Units~~ shall be ~~fully~~deemed ~~vested on the anniversary date of grant, subject~~ to ~~service~~be ~~as a Director on such date. Also in connection with their election~~furnished, ~~each of Mr. Sonderby~~ and ~~Mr. Gilbert entered~~not ~~into an Indemnification Agreement with the Company in the form previously~~ filed ~~with the Securities and Exchange Commission as Exhibit 10.18 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-129526) on February 9, 2006.~~:

~~Item~~99.1 Press 7Release issued by Clayton Holdings, Inc.01 ~~Regulation~~on FDMay ~~Disclosure~~10, 2007.

On March 1, 2007, the Company issued a press release regarding the election of Michael Sonderby and David Gilbert as Directors of the Company. A copy of the press release is attached hereto as Exhibit 99.1.2

~~Item 9.01 Financial Statements and Exhibits.~~SIGNATURES

~~(d) Exhibits~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

99.1 Press Release issued by Clayton Holdings, Inc., dated March 1, 2007

	CLAYTON HOLDINGS, INC.

May 10, 2007	By:	/s/ Frederick C. Herbst
		Frederick C. Herbst
		Chief Financial Officer

~~SIGNATURES~~EXHIBIT INDEX

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

EXHIBIT
NUMBER		DESCRIPTION
99.1		Press Release issued by Clayton Holdings, Inc. on May 10, 2007

	CLAYTON HOLDINGS, INC.
March 1, 2007	By:	/s/ Frederick C. Herbst
	Name:	Frederick C. Herbst
	Title:	Chief Financial Officer

EXHIBIT INDEX

EXHIBIT
NUMBER		DESCRIPTION
99.1		Press Release issued by Clayton Holdings, Inc., dated March 1, 2007

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