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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-Q/A (Amendment No. 1)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended March 31, 2004
OR 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
    
    11-3024080(State or other jurisdiction of
incorporation or organization)
    
    (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 [ü] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ] Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No
[ü] As of November 29, 2004, there were 21,959,706 shares of the registrants
voting Common Stock outstanding.




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EXPLANATORY NOTE This Form 10-QA (Amendment No. 1) 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. 1). 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 The last sentence of this section shall be replaced in its entirety and
shall state: In addition, 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, the Companys internal control 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, INCBy
    /s/ Norman F. Swanton
Norman F. Swanton
    
    President, Chief Executive Officer, Director
and ChairmanBy
    /s/ Timothy A. Larkin
Timothy A. Larkin
    
    Executive Vice President, Chief Financial
Officer, and Principal Accounting Officer
 Dated: November 29, 2004 2