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CORRESP
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[Patton Boggs Letterhead]

October 17, 2005

  Ms. April Sifford

  Alan
  L. Talesnick

  Branch Chief

  (303)
  894-6378

  Division of Corporation Finance

  atalesnick@pattonboggs.com

  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 in response to the October 11, 2005 telephone conference,
presents the Company’s analysis under SAB No. 99 of the materiality of the
classification of the Company’s 8% convertible preferred stock as permanent
equity as compared with a possible alternative presentation as temporary equity
on the Company’s balance sheets.  The 8%
convertible preferred stock might be classified as temporary equity if the
Company’s option to settle the put feature contained within the preferred stock
in unregistered shares of common stock were considered an uneconomic settlement
alternative.

In assessing the materiality
of the reclassification of the preferred stock from permanent equity to
temporary equity on the financial statements, the Company considered
quantitative and qualitative factors as set forth in SAB 99 and has concluded
as follows:

At December 31, 2004,
the value of the Company’s preferred stock issued and outstanding was $77.3
million. The Company determined from a quantitative perspective this might be
considered material and significant to the financial statement. (Note: At June 30,
2005, the value of the Company’s preferred stock issued and outstanding was
$17.3 million, and at October 14, 2005 it was $10.1 million.  These reductions were a result of voluntary
conversions into common stock by the holders.)

However, as per SAB 99 the
Company also must assess qualitative factors when determining if an item is
material and significant and if a reasonable person would consider it important
and if the judgment of that person relying on the report would be changed or
influenced by the inclusion or correction of the item. The Company reviewed the
qualitative factors it determined appropriate and determined that the
classification of the preferred stock to temporary equity from permanent equity
would not be material due to the following factors:

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  1.

  The classification of the preferred stock as permanent equity instead
  of temporary equity does not mask a change in earnings, loss per share,
  expenses or other trends;

  2.

  The classification of the preferred stock as permanent equity instead
  of temporary equity does not hide a failure to meet analysts’ consensus
  expectations for the enterprise;

  3.

  The classification of the preferred stock as permanent equity instead
  of temporary equity does not change a loss into income or vice versa;

  4.

  The classification of the preferred stock as permanent equity instead
  of temporary equity does not concern a segment or other portion of the
  registrant’s business that has been identified as playing a significant role
  in the registrant’s operations or profitability;

  5.

  The classification of the preferred stock as permanent equity instead
  of temporary equity does not affect the registrant’s compliance with
  regulatory requirements;

  6.

  The classification of the preferred stock as permanent equity instead
  of temporary equity does not affect the registrant’s compliance with loan
  covenants or other contractual requirements;

  7.

  The classification of the preferred stock as permanent equity instead
  of temporary equity does not have the effect of increasing management’s
  compensation – for example, by satisfying requirements for the award of
  bonuses or other forms of incentive compensation;

  8.

  The classification of the preferred stock as permanent equity instead
  of temporary equity does not involve concealment of an unlawful transaction;
  and

  9.

  At June 30, 2005, the last filed balance sheet, the Company
  reported value of the preferred stock was $17.3 million and the value has
  been reduced through subsequent voluntary conversion into common stock by the
  holders to $10.1 million at October 14, 2005.

Additionally, the classification of the preferred
stock as permanent equity rather than temporary equity was not done with any
improper intentions, nor in any way to “manage” the Company’s earnings. The
Company’s intentions are corroborated by the fact that the classification was
undertaken openly, with proper intentions of being compliant, in fully audited
financial statements in all the Company’s 1934 Act filings since initial
issuance of the preferred stock in 2002.

Therefore, after review and analysis of the facts
and relevant circumstances and applying the guidance of SAB 99, the Company and
its financial management believe that there is no material difference to the
financial statements by classifying and presenting the preferred stock as
permanent equity rather than as temporary equity.

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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

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