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CORRESP
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[Patton Boggs Letterhead]

September 22, 2005

Ms. April Sifford

Branch
Chief

Division
of Corporation Finance

Securities
and Exchange Commission

450
5th Street, N.W. - Judiciary Plaza

Washington,
D.C. 20549-0405

Attn:                    Gary Newberry

Re:                             Warren Resources, Inc.

Registration Statement on Form S-3

Filed on June 15, 2005

File No. 333-125835

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

SEC File No. 0-33275

Dear
Ms. Sifford:

On behalf of Warren Resources, Inc. (the “Company”),
this letter is in response to the Staff’s requests made on September 19,
2005 for a supplemental analysis to the Company’s positions set forth in our letter
to you dated September 8, 2005. Attached as Exhibit A hereto is the
Company’s analysis of the economic effect of redemption of the 8% Convertible
Preferred Stock under different common stock pricing scenarios.

The Company believes that the analysis set forth in Exhibit A
confirms that the Company’s right to settle in common shares is the more
economic alternative at all times, and permanent equity classification of the
Company’s preferred stock is appropriate.

The Company would also like to comment on the
following two issues:

1. After reviewing and analyzing paragraph 7 of EITF
00-19 thoroughly, the Company believes that paragraph 7 refers only to what
situations the “Model” applies to. The Company does not believe that paragraph
7 attempts in any manner to require that the actual economic data, parameters,
facts or circumstances of the situation be changed or disregarded (i.e., disregarding
contractual limitations on the number of shares to be delivered) before the
accounting framework of the Model can be applied. A contrary interpretation
would result in an accounting treatment that does not deal with the economic
reality of the situation, and therefore would not be able to accurately reflect
the Company’s financial condition to readers of those financial statements.

2. Paragraph 9 of EITF 00-19 provides that “[t]he
Model requires that all contracts be initially measured at fair value and
subsequently accounted for based on the current classification and the assumed
or required settlement methods in paragraph 7, above.” Paragraph 10 of EITF 00-19
states that “[t]he classification of a contract should be reassessed at each
balance sheet date.” The Company believes that its initial measurement at fair
value and its subsequent accounting through June 30, 2005 satisfy the
Model in these and all other respects.

1

General Information

Please call me at (303) 894-6378 if you have any
questions or need any additional information.
Thank you for your attention to this filing.

  Very truly yours,

  /s/ Alan L. Talesnick

  Alan L. Talesnick

  ALT/cw

2

WARREN RESOURCES, INC.

ANALYSIS OF EQUITY
REDEMPTION OF PREFERRED STOCK

JUNE 30, 2005

  (A)

  (C)

  (D)=(C)X(A)

  (F)=(D)X(E)

  (G)=(B)-(F)

  Undisc.

  (B)

  Number
  of

  Est.
  value

  (E)

  Fair
  value of

  Benefit

  common

  Cash

  common
  shs.

  before
  disc.

  Discount
  %

  unregistered

  (cost)
  to

  Transaction

  Type of

  stock

  redemption

  to
  redeem

  of
  common

  unregistered

  common
  shs.

  Company

  dates

  transaction

  price

  price

  one pfd.

  shs.
  delivered

  stock

  delivered

  per
  share

  2/1/2002

  Private Sale

  $

  2.28

  $

  12.00

  1.50

  $

  3.42

  0%

  $

  3.42

  $

  8.58

  2/15/2004

  Private Sale

  6.38

  12.00

  1.50

  9.56

  0%

  9.56

  2.44

  12/17/2004

  IPO

  7.50

  12.00

  1.50

  11.25

  20%

  9.00

  3.00

  12/31/2004

  NASDAQ

  9.10

  12.00

  1.50

  13.65

  20%

  10.92

  1.08

  3/31/2005

  NASDAQ

  11.41

  12.00

  1.31

  15.00

  20%

  12.00

  —

  6/30/2005

  NASDAQ

  9.39

  12.00

  1.50

  14.09

  20%

  11.27

  0.73

  6/30/2005

  Hypothetical

  16.00

  12.00

  1.00

  16.00

  20%

  12.80

  (0.80)

(A)

$2.28
represents an arms-length purchase of 702,500 unregistered shares by the
Company from a non-related party.

$6.38 represents the estimated fair value per share of
the Company’s common stock based upon the sale of 2,000,000 unregistered common
stock units to affiliates of Wellington Management Company, LLP (value of
warrants determined by Black Scholes).

$7.50 represents the Company’s IPO price.

$9.10 represents the Company’s closing NASDAQ price on
December 31, 2004.

$11.41
represents the average of the closing prices for the 30 trading days preceding
the end of the 1st quarter.

$9.39
represents the average of the closing prices for the 30 trading days preceding
the end of the 2nd quarter.

$16.00 represents the
threshold common stock price at which the Company could force conversion of the
preferred stock into

common stock based upon the terms of the agreement (on a one-for-one
basis at June 30, 2005).

(B)

Represents the cash “Redemption Price” per share of
preferred stock.

(C)

Represents the number of common shares needed to
redeem 1.0 share of preferred stock.

Please
note that the maximum number of common shares to satisfy preferred redemptions
cannot exceed 1.5 shares of common for 1.0 share of preferred.Also, the minimum
number of common shares upon redemption cannot be less than 1.0 share of common
for 1.0 share of preferred.

(D)

Represents the estimated value of the total number of
common shares needed to redeem the preferred (set forth in column C) before applying
any applicable market discount for unregistered shares.  Please note that no discount is applied prior
to the IPO.

(E)

The Company’s conservative estimated discount of 20%
for unregistered shares versus registered shares.  If an estimated discount of 25% is used, the
hypothetical ($16.00) scenario would no longer reflect a net cost to the
Company to settle the preferred redemptions with common stock. As indicated in
our previously submitted “Common Stock Valuation Analysis”, the commonly accepted
range for discounts for unregistered shares is 20% to 50%.

(F)

The estimated fair value
of unregistered shares received by the preferred shareholder upon redemption of
the preferred stock (incorporating the estimated 20% market discount).

(G)

Benefit (cost) to the Company per preferred share
redeemed.  Even in the hypothetical
example above, the Company believes issuing common stock is the most economical
alternative because in order to raise the capital necessary to fund the $12
cash redemption price, the Company’s costs (such as commissions, professional
fees, etc.), based on historical data, would be more than the 5% cost
($(0.80)/$16.00) associated with the use of common stock in the hypothetical
scenario.

Additionally, please note that at December 31,
2004, the Company had 6,507,729 shares of preferred stock outstanding having a
balance sheet value of $77,270,413.  As
of June 30, 2005, after many investors voluntarily converted their preferred
shares into common shares on a one-for-one basis, the Company had 1,475,120
shares of preferred stock outstanding having a balance sheet value of
$17,355,119.