**EXHIBIT 31.2**

**CERTIFICATIONOF CHIEF FINANCIAL OFFICER**

 

I, Timothy A. Larkin, certifythat:

 

1. I have reviewed thisquarterly report on Form 10-Q of Warren Resources, Inc.

 

2. Based on my knowledge, thisquarterly report does not contain any untrue statement of a material fact oromit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3. Based on my knowledge, thefinancial statements, and other financial information included in thisquarterly report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internalcontrol over financial reporting (as defined in Exchange ActRules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisreport is being prepared;

 

(b) Designed such internal control over financial reporting,or caused such internal control over financial reporting to be designed underour supervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report anychange in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting;

 

5. The registrant’s othercertifying officer(s) and I have disclosed, based on our most recent evaluationof internal control over financial reporting, to the registrant’s auditors andthe audit committee of registrant’s board of directors:

 

(a) All significant deficienciesand material weaknesses in the design or operation of internal control overfinancial reporting  which are reasonablylikely to adversely affect the registrant’s ability to record, process,summarize and report financial information; and

 

(b) Any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal control over financial reporting.

 
| Date: May 10, 2005 | /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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