**Exhibit3.2**

 

**CERTIFICATEOF CORRECTION**

 

**TO THECERTIFICATE OF DESIGNATION,PREFERENCES AND RIGHTSOFWARREN RESOURCES, INC.**

 

**FILED IN THE OFFICE OF THE SECRETARYOFTHE STATE OF DELAWAREON DECEMBER 10, 2002**

 

WARREN RESOURCES, INC. (the “Corporation”), a corporation organized andexisting by virtue of the General Corporation Law of the State of Delaware,does hereby certify that:

 

**1.**               Thename of the Corporation is Warren Resources, Inc.

 

**2.**               ACertificate of Designation, Preferences and Rights for Series A 8% CumulativeConvertible Preferred Stock (the “Certificate of Designation”) was filed withthe Secretary of State of the State of Delaware on December 10, 2002, andthat the Certificate of Designation requires correction as permitted bysubsection (f) of Section 103 of the General Corporation Law f the State ofDelaware.

 

**3.**              The inaccuracy or defect in the Certificate ofDesignation to be corrected is as follows: (i) as filed, the Certificate ofDesignation states that “pursuant to authority expressly granted to and vestedin the Board by the Certificate of Incorporation of the Corporation and theprovisions of Section 151(a) of the General Corporation Law of the State ofDelaware, the Board approved a series of Preferred Stock to consist of2,100,000 shares,” but in fact the Board approved a series of Preferred Stockto consist of 6,100,000 shares of the authorized and unissued shares ofPreferred Stock, par value $.0001 per share, be established as Series A 8%Cumulative Convertible Preferred Stock, and (ii) the language set forth in thefirst WHEREAS paragraph and Section 1 should be modified accordingly ashereinafter set forth in this Certificate of Correction.

 

**4.**              The first WHEREAS paragraph and Section 1 of theCertificate of Designation are corrected to read as follows:

 

“RESOLVED, that, pursuantto authority expressly granted to and vested in the Board by the Certificate ofIncorporation of the Corporation and the provisions of Section 151(a) of theGeneral Corporation Law of the State of Delaware, a series of Preferred Stock,to consist of 6,100,000 shares of the authorized and unissued shares ofPreferred Stock, par value $.0001 per share, be, and the same hereby is,established, and the issuance of the shares thereunder authorized, such seriesto have the powers, preferences, rights, qualifications, limitations,restrictions and designation, as follows:

 

1.**Designation and Number.** Thedesignation of the series of Preferred Stock authorized by this resolutionshall be “Series A 8% Cumulative Convertible Preferred Stock” (the “ConvertiblePreferred Stock”) and the number of shares constituting the series shall be6,100,000, to be issued as whole shares only, and not in fractional shares.”

 

IN WITNESS WHEREOF,Warren Resources, Inc. has caused this Certificate to be made under the seal ofthe Corporation and signed by David E. Fleming, its Senior Vice President,General Counsel and Secretary, this 30th day of May 2003.

 
|   | **WARREN RESOURCES, INC.** |
|--------|----------------------------|
|   |                       |
|   |                       |
|   | By:                        | * /s/ David E.  Fleming* |   |
|   |                       |  David E.  Fleming, |   |
|   |                       |  Senior Vice  President, General Counsel & Secretary |   |

 

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