**EXHIBIT31**

 

**CERTIFICATION OF CHIEF EXECUTIVE OFFICER**

 

I, Norman F. Swanton, certify that:

 

1. I have reviewed this quarterly report onForm 10-Q of Warren Resources, Inc.

 

2. Based on my knowledge, this quarterlyreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this quarterly report;

 

3. Based on my knowledge, the financialstatements, and other financial information included in this quarterly report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periods presentedin this quarterly report;

 

4. The registrant’s other certifying officersand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for theregistrant and have:

 

(a) designed such disclosure controls andprocedures to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this quarterly reportis being prepared;

 

(b) paragraph omitted in accordance with SECinstructions contained in SEC release 34-47986;

 

(c) presented in this quarterly report ourconclusions about the effectiveness of the disclosure controls and proceduresbased on our evaluation as of the Evaluation Date;

 

(d) disclosed in this report any change inthe registrant’s internal control over financial reporting that occurred duringthe registrant’s most recent fiscal quarter (the registrant’s fourth fiscalquarter in the case of an annual report) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officersand I have disclosed, based on our most recent evaluation, to the registrant’sauditors and the audit committee of registrant’s board of directors (or personsperforming the equivalent functions):

 

(a) all significant deficiencies in thedesign or operation of internal controls which could adversely affect theregistrant’s ability to record, process, summarize and report financial dataand have identified for the registrant’s auditors any material weaknesses ininternal controls; and

 

(b) any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal controls; and

 

 
| Date: November 6, 2003 |                                    |
|------------------------|-----------------------------------------|
|                   |                                    |
|                   | /s/ Norman  F. Swanton                  |   |
|                   | Norman F. Swanton                       |
|                   | *Chairman  and Chief Executive Officer* |

 

A signed original of this original statement required by Section 302has been provided to Warren Resources, Inc., and will be retained by WarrenResources, Inc. and furnished to the Securities and Exchange Commission or itsstaff upon request.

 

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**CERTIFICATION OF CHIEF FINANCIAL OFFICER**

 

I, Timothy A. Larkin, certify that:

 

1. I have reviewed this quarterly report onForm 10-Q of Warren Resources, Inc.

 

2. Based on my knowledge, this quarterlyreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this quarterly report;

 

3. Based on my knowledge, the financialstatements, and other financial information included in this quarterly report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this quarterly report;

 

4. The registrant’s other certifying officersand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for theregistrant and have:

 

(a) designed such disclosure controls andprocedures to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this quarterly reportis being prepared;

 

(b) paragraph omitted in accordance with SECinstructions contained in SEC release 34-47986;

 

(c) presented in this quarterly report ourconclusions about the effectiveness of the disclosure controls and proceduresbased on our evaluation as of the Evaluation Date;

 

(d) disclosed in this report any change inthe registrant’s internal control over financial reporting that occurred duringthe registrant’s most recent fiscal quarter (the registrant’s fourth fiscalquarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial reporting; and

 

5. The registrant’s other certifying officersand I have disclosed, based on our most recent evaluation, to the registrant’sauditors and the audit committee of registrant’s board of directors (or personsperforming the equivalent functions):

 

(a) all significant deficiencies in thedesign or operation of internal controls which could adversely affect theregistrant’s ability to record, process, summarize and report financial dataand have identified for the registrant’s auditors any material weaknesses ininternal controls; and

 

(b) any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal controls; and

 
| Date: November 6, 2003 |                                                                                |
|------------------------|-------------------------------------------------------------------------------------|
|                   |                                                                                |
|                   | /s/ Timothy A. Larkin                                                               |   |
|                   | Timothy A. Larkin                                                                   |
|                   | *Senior Vice President,  Chief Financial Officer and  Principal Accounting Officer* |

 

A signed original of this original statement required by Section 302has been provided to Warren Resources, Inc., and will be retained by WarrenResources, Inc. and furnished to the Securities and Exchange Commission or itsstaff upon request.

 

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