**EXHIBIT31.2**

 

**CERTIFICATIONOF 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 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 report;

 

4. The registrant’s other certifyingofficer(s) and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15e and 15d-15e)for the registrant and have:

 

(a) Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

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

 

(c) Evaluated the effectivenessof the registrant’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

(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;

 

5. The registrant’s other certifying officersand I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors and the audit committeeof registrant’s board of directors (or persons performing the equivalentfunctions):

 

(a) All significant deficiencies and materialweakness in the design or operation of internal control over financialreporting  which are reasonably likelyto adversely affect registrant’s ability to record, process, summarize andreport financial information; and

 

(b) Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 
| Date: May 12, 2004 |                                                                                    |
|--------------------|-----------------------------------------------------------------------------------------|
|               |                                                                                    |
|               | /s/ Timothy A. Larkin                                                                   |   |
|               | Timothy A. Larkin                                                                       |
|               | *Executive  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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