SecProbe.io

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								August 17, 2005

Mr. Timothy A. Larkin
Executive Vice President, Chief Financial Officer and Chief
Accounting Officer
Warren Resources, Inc.
489 Fifth Avenue, 32nd Floor
New York, NY  10017

	Re:	Warren Resources, Inc.
		Registration Statement on Form S-3
      Filed June 15, 2005
	File No. 333-125835
      Form 10-K for Fiscal Year Ended December 31, 2004
Filed March 17, 2005
Response Letter Dated August 1, 2005
		File No. 0-33275

Dear Mr. Larkin:

We have reviewed your response letter and have the following
comments.  We have limited our review to only your financial
statements and related disclosures and do not intend to expand our
review to other portions of your documents. Please provide a
written
response to our comments.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2004

Consolidated Balance Sheets

8% Convertible Preferred Stock, page F-3

1. We note that the redemption feature in your Series A
convertible
preferred stock permits you to choose the method by which you
redeem
the preferred shares upon notice of the preferred stockholders.
In
this regard, we note that you may either (1) pay the holder in
cash
equal to the redemption price, or (2) issue shares of common stock
in
amount equal to 125% of the redemption price (which includes
accrued
but unpaid dividends).  It appears that the redemption feature of
the
preferred stock is indexed to the price of the company`s common
stock
because the redemption feature also specifies that a minimum of
2.1
million and maximum of 3.15 million shares will be delivered in
share
settlement as described in the copy of the preferred stock
offering
document you provided us.

EITF 00-19, paragraph 16, states that if a settlement alternative
includes a penalty that would be avoided by a company under other
settlement alternatives, the uneconomic settlement alternative
should
be disregarded in classifying the contract.  In the company`s
contract, the company appears to have the choice of settling in
cash
or in unregistered shares, but the two settlement methods do not
have
the same economic value.  The more economic alternative is cash
settlement.  Paragraph 8 of EITF 00-19 also states that the 00-19
model applies to contracts that have settlement alternatives with
different economic values if the reason for the difference is a
limit
on the number of shares that must be delivered by the company
pursuant to a net-share settlement alternative.  In light of the
guidance in EITF 00-19 and the significant difference in value
between the two settlement alternatives (25%), please advise us:
* how you determined that permanent equity classification of your
Series A convertible preferred stock is appropriate since a
presumption of cash settlement could be in order, and
* in light of the guidance in paragraph 16 of EITF 00-19 (and the
related discussion in paragraph 8), how you determined that you
were
not required to bifurcate the redemption feature embedded within
the
Series A convertible preferred stock and separately account for
this
feature as a derivative under SFAS 133.

2. We also noted that the language of the offering document does
not
appear to be replicated in the preferred stock certificate itself
that we found as an exhibit to your Form 10-Q for the period ended
June 30, 2004.   Please also provide us with a copy of the
amendment
or restated preferred stock certificate which reflects the terms
described in the offering document for the preferred stock.

Closing Comments

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

	You may contact Gary Newberry at (202) 551-3761 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3684 with any other
questions.

								Sincerely,

								April Sifford
								Branch Chief

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Mr. Timothy Larkin
Warren Resources, Inc.
August 17, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

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