Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Cohen Steven L
 2. Date of Event Requiring Statement (Month/Day/Year)
03/23/2006		 3. Issuer Name and Ticker or Trading Symbol
CLAYTON HOLDINGS INC [CLAY]
(Last)
(First)
(Middle)
CLAYTON HOLDINGS, INC., 2 CORPORATE DRIVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior V.P., General Counsel
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SHELTON, CT 06484		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) 03/09/2006 03/09/2015 Common Stock 5,573 $ 0.9756 D  
Stock Option (Right to Buy)   (1) 03/09/2015 Common Stock 16,722 $ 0.9756 D  
Stock Option (Right to Buy) 07/27/2006(2) 07/27/2015 Common Stock 8,955 $ 6.36 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cohen Steven L
CLAYTON HOLDINGS, INC.
2 CORPORATE DRIVE
SHELTON, CT 06484		       Senior V.P., General Counsel  

Signatures

/s/ Steven L. Cohen 03/23/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) The reporting person was granted these options on March 9, 2005, vesting in 36 equal monthly installments beginning on March 31, 2006. If the issuer's initial public offering closes on or prior to March 31, 2006, the vesting described above will accelerate by 12 months.
(2) The reporting person was granted these options on July 27, 2005. 25% of these options will vest on July 27, 2006 and the remainder will vest in 36 equal monthly installments beginning on July 31, 2006. If the issuer's initial public offering closes on or prior to March 31, 2006, the vesting described above will accelerate by 12 months.
 
Remarks:
Exhibit 24 - Power of Attorney

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