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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-Q/A (Amendment No. 2)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
   o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 COMMISSION FILE NUMBER 000-33275 Warren Resources, Inc. (Exact name of registrant as specified in its charter)
 Maryland
(State or other jurisdiction of
incorporation or organization)
    
    11-3024080
(I.R.S. Employer
Identification Number)
 489 Fifth Avenue, New York, New York 10017
(Address of principal executive offices) (Zip Code) Registrants telephone number, including area code: (212) 697-9660 Securities registered pursuant to Section 12(b) of the Act:
None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.0001 par value per share
(Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes
þ No o Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Act). Yes o No þ As of December 7, 2004, there were 23,409,706 shares of the registrants voting Common Stock
outstanding.




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|                       |                                 |  |  |  |  |  |  | 
|---------------------- | ------------------------------- |  |  |  |  |  |  | 
|PART I                
|                       | Item 4. Controls and Procedures
|PART II               
|                       | Item 6: Exhibits.              
|SIGNATURES            
|EX-31.1: CERTIFICATION
|EX-31.2: CERTIFICATION



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EXPLANATORY NOTE This Form 10-QA (Amendment No. 2) is being submitted solely in order to amend and correct a wording
error in Item 4 in the phrase there have been no significant changes in the internal controls to
state instead there have been no changes in the internal controls. As a result of the amended
text in Item 4, the Section 302 Certifications filed as Exhibits in Item 6 have been re-executed as
of the date of this Form 10-Q/A (Amendment No. 2). No revisions have been made to the Registrants
financial statements or any other disclosure contained in our original Quarterly Report on Form
10-Q. 
 PART I 
 Item 4. Controls and Procedures Our management, under the supervision and with the participation of our Chief Executive
Officer (CEO) and Chief Financial Officer (CFO), has evaluated the effectiveness of our
disclosure controls and procedures as defined in Securities and Exchange Commission (SEC) Rule
13a-15(e) and 15d-15(e) as of the end of the period covered by this report. Based upon that
evaluation, management has concluded that our disclosure controls and procedures are effective to
ensure that information we are required to disclose in reports that we file or submit under the
Securities Exchange Act is communicated to management, including the CEO and CFO, as appropriate to
allow timely decisions regarding required disclosure and is recorded, processed, summarized and
reported within the time periods specified in the SECs rules and forms. During the fiscal quarter covered by this report, there have been no changes in our internal
controls over financial reporting or in other factors that have materially affected, or are
reasonably likely to materially affect, our internal controls over financial reporting. 
 PART II 
 Item 6: Exhibits. 31.1*
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2*
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   *
    
    Filed herewith. 
 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized. WARREN RESOURCES, INC./s/ Norman F. Swanton
    
    President, Chief Executive Officer,By
    
    
    
    Director and ChairmanNorman F. Swanton/s/ Timothy A. Larkin
    
    Executive Vice President, ChiefBy
    
    
    
    Financial Officer, and PrincipalTimothy A. Larkin
    
    Accounting Officer
 Dated: December 7, 2004 2