Exhibit 3.8

CERTIFICATE OF DESIGNATION    OF THE    SERIES A INSTITUTIONAL 8% CUMULATIVE CONVERTIBLE PREFERRED STOCK  ($.0001 PAR VALUE)    OF    WARREN RESOURCES, INC.

Pursuant
to Section 151(a) of the General Corporation Law of the State of Delaware

The
undersigned certifies that the following resolution was duly adopted on November 19, 2003, by the Board of Directors (the "Board") of Warren Resources, Inc., a Delaware
corporation (the "Corporation"), acting pursuant to the provisions of Section 151(a) of the General Corporation Law of the State of Delaware and the authority conferred upon the Board by the
Corporation's Certificate of Incorporation, as amended (the "Certificate of Incorporation"), which resolution remains in full force and effect:

RESOLVED,
that, pursuant to authority expressly granted to and vested in the Board by the Certificate of Incorporation of the Corporation and the provisions of Section 151(a) of
the General Corporation Law of the State of Delaware, a series of Preferred Stock, to consist of 2,100,000 shares of the authorized and unissued shares of Preferred Stock, par value $.0001 per share,
be, and the same hereby is, established, and the issuance of the shares thereunder authorized, such series to have the powers, preferences, rights, qualifications, limitations, restrictions and
designation, as follows:

Except
as set forth above, unless full cumulative dividends on the outstanding shares of the Convertible Preferred Stock have been paid, no dividends or other distributions, other than
in the Corporation's common stock, $.0001 par value per share (the "Common Stock") shall be paid, or declared and set aside for payment, or made, with respect to Junior Stock (defined in
Section 3), and

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no
Junior Stock shall be redeemed, purchased or otherwise acquired by the Corporation for any consideration, and no payment shall be made to, or monies set aside for, a sinking fund for, the
redemption of any shares of Junior Stock; provided, however, that any monies theretofore deposited in any sinking fund for Preferred Stock in compliance with the provisions of the sinking fund may
thereafter be applied to the purchase or redemption of such Preferred Stock in accordance with the terms of the sinking fund, notwithstanding that such Preferred Stock is Junior Stock and that, at the
time of such application, full cumulative dividends on the shares of the Convertible Preferred Stock outstanding on the last Dividend Payment Date had not been paid, or declared and set apart for
payment; and, further provided, that any Junior Stock or Parity Preferred Stock may be converted into or exchanged for stock of the Corporation ranking junior to the Convertible Preferred Stock with
respect to dividends and distributions. The amount of dividends payable for the initial dividend period or any period shorter than a full dividend period shall be computed on the basis of a
360-day year of twelve 30-day months.

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5.     Redemption and Repurchase.



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5.     Conversion.



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IN
WITNESS WHEREOF, Warren Resources, Inc. has caused this Certificate to be made under the seal of the Corporation and signed by Norman F. Swanton, its Chief Executive Officer
and President, and attested by David E. Fleming, its Secretary, as of November 19, 2003.

| |  | WARREN RESOURCES, INC.
| |  | ----------------------
| |  | By:                   

|Attest: |  | /s/DAVID E. FLEMINGDavid E. Fleming
Secretary |  | 
|------- |  | --------------------------------------------- |  | 

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