SEC Company Response from WARREN RESOURCES INC (CIK 0000892986) — Nov 23, 2005
WARREN RESOURCES INC (CIK 0000892986)
Date: Nov. 23, 2005 · CIK: 0000892986 · Accession: 0001104659-05-057410
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File numbers found in text: 333-125835
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CORRESP 1 filename1.htm Warren Resources, Inc. 489 Fifth Avenue 32nd Floor New York, NY 10017 November 22, 2005 VIA FACSIMILE – (202) 772-9369 Jason Wynn, Esq. Securities And Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549-0405 Re: Request for Acceleration Warren Resources, Inc., Registration Statement on Form S-3 File No. 333-125835 Dear Mr. Wynn: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933 (the “Securities Act”), as amended, Warren Resources, Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that the Registration Statement may become effective at 9:30 a.m. Eastern Time on Wednesday, November 23, 2005, or as soon as practicable thereafter. The Company hereby confirms that it is aware of its obligations under the Securities Act and the Securities Exchange Act of 1934, as amended, with respect to the registration of securities specified in the above-referenced Registration Statement. Further, the Company acknowledges that: • should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; • the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and • the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. If you or any member of the Staff has comments or questions regarding this request for acceleration, please contact Lloyd Spencer at (202) 457-5612, or Alan Talesnick at (303) 894-6378. Very truly yours, WARREN RESOURCES, INC. By /s/ David E. Fleming David E. Fleming Senior Vice President, General Counsel & Secretary 2