**Exhibit18.1**

Board of Directors

Warren Resources,Inc

489 Fifth Avenue,32nd Floor

New York, New York 10017

Dear Board of Directors:

As stated in Note B to the consolidated financialstatements of Warren Resources, Inc. and Subsidiaries (the “Company” or “Warren”)for the quarter ended June 30, 2007, the Company changed its accounting policyfor oil and gas properties to the full cost method of accounting from thesuccessful efforts method of accounting. Management believes the newly adoptedaccounting principle is preferable in the circumstances because of thefollowing reasons:

·                 Upon completingthe transition to a traditional exploration and production company, Warren’sfocus on exploration activities has significantly increased. For example, as a sponsorof drilling programs, Warren recognized turnkey revenue on its turnkey drillingoperations and retained a carried working interest in the program’s oil and gasproperties. Now, as a traditional exploration and production company, Warrenpays for all costs associated with drilling and equipping wells for its ownaccount with a significant focus on exploratory drilling. The full cost methodof accounting was principally designed to provide a better matching of costsand revenues for smaller oil and gas companies actively engaged in theexploration and development of oil and gas;

·                 Prospectgeneration and exploration efforts will play a strategic role in how the Companyintends to increase stockholder value. 

·                 The majority ofWarren’s peer group utilizes the full cost method. Management believes thechange will improve the comparability of Warren’s financial statements to itspeers. 

At your request, we have reviewed and discussed withmanagement the circumstances, business judgment and planning that formed thebasis for making this change in accounting principle.

It should be recognized that professional standardshave not been established for selecting among alternative principles that existin this area or for evaluating the preferability of alternative accountingprinciples. Accordingly, we are furnishing this letter solely for purposes ofthe Company’s compliance with the requirements of the U.S. Securities andExchange Commission, and it should not be used or relied on for any otherpurpose.

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Based on our review and discussion, we concur withmanagement’s judgment that the newly adopted accounting principle is preferablein the circumstances. In formulating this position, we are relying onmanagement’s business planning and judgment, which we do not find unreasonable.

We have not audited any consolidated financialstatements of Warren Resources, Inc. and Subsidiaries as of any date or for anyperiod subsequent to December 31, 2006. Accordingly, we are unable to expressan opinion on whether the method of accounting for the effect of the change isin conformity with accounting principles generally accepted in the UnitedStates of America or if the financial information included in Part I of thisForm 10-Q is fairly presented.
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| /s/ GRANT THORNTON LLP   |
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| Oklahoma City,  Oklahoma |
| August 1, 2007           |

 

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