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 * Crockett Todd   2. Issuer Name and Ticker or Trading Symbol CLAYTON HOLDINGS INC [CLAY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TA ASSOCIATES, INC., 125 HIGH STREET 3. Date of Earliest Transaction (Month/Day/Year) 03/29/2006 (Street) BOSTON, MA 02110 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 Common Stock 03/29/2006   C   125,946 A (1) 130,327 I See Footnote (2)

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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

Series A Convertible Preferred Stock

(1)

03/29/2006

C

136,386 (1)

(1)

(1)

Common Stock

34,096

$ 0

0

I

See Footnote (3)

Series B Convertible Preferred Stock

(1)

03/29/2006

C

367,402 (1)

(1)

(1)

Common Stock

91,850

$ 0

0

I

See Footnote (4)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Crockett Todd C/O TA ASSOCIATES, INC. 125 HIGH STREET BOSTON, MA 02110	X

Signatures

/s/ Thomas P. Alber, Attorney-in-Fact		03/31/2006
**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)	Upon completion of the issuer's initial public offering, each share of the issuer's outstanding Series A Convertible Preferred Stock and Series B Convertible Preferred Stock converted at a rate of 4-to-1 into shares of Common Stock.
(2)	The reporting person may be deemed to have an indirect pecuniary interest as a limited partner of TA Investors II, L.P. in 130,327 shares of Common Stock. The reporting person disclaims beneficial ownership of such securities, except to the extent of 14,443 shares of Common Stock as to which he holds a pecuniary interest.
(3)	The reporting person may be deemed to have an indirect pecuniary interest as a limited partner of TA Investors II, L.P. in the 136,386 shares of Series A Convertible Preferred Stock that, as described in Footnote 1, converted into 34,096 shares of Common Stock. The reporting person disclaims beneficial ownership of such securities, except to the extent of 4,640 shares of Common Stock as to which he holds a pecuniary interest.
(4)	The reporting person may be deemed to have an indirect pecuniary interest as a limited partner of TA Investors II, L.P. in the 367,402 shares of Series B Convertible Preferred Stock that, as described in Footnote 1, converted into 91,850 shares of Common Stock. The reporting person disclaims beneficial ownership of such securities, except to the extent of 9,303 shares of Common Stock as to which he holds a pecuniary interest.

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