##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-K/A (Amendment No. 2)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
   o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 COMMISSION FILE NUMBER 000-33275 Warren Resources, Inc. (Exact name of registrant as specified in its charter)
 Maryland
(State or other jurisdiction of
incorporation or organization)
    
    11-3024080
(I.R.S. Employer
Identification Number)
 489 Fifth Avenue, New York, New York 10017
(Address of principal executive offices) (Zip Code) Registrants telephone number, including area code: (212) 697-9660 Securities registered pursuant to Section 12(b) of the Act:
None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.0001 par value per share
(Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Act). Yes o No
þ The aggregate market value of the registrants voting Common Stock held by non-affiliates of the
registrant as of December 7, 2004: there is no publicly quoted market value for the registrants
voting Common Stock. As of December 7, 2004, there were 23,409,706 shares of the registrants
voting Common Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE:None.




---



TABLE OF CONTENTS  PART IIItem 9A. Controls and ProceduresPART IVItem 15: Exhibits, Financial Statement SchedulesSIGNATURESEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATION    Table of Contents  PB DRAFT 11/15/04 EXPLANATORY NOTE This Form 10-K/A (Amendment No. 2) is being submitted solely in order to amend and correct a
wording error in Item 9A in the phrase there have been no significant changes in the internal
controls to state instead there have been no changes in the internal controls. As a result of
the amended text in Item 9A, the Section 302 Certifications filed as Exhibits in Item 15 have been
re-executed as of the date of this Form 10-K/A (Amendment No. 2). No revisions have been made to
the Registrants financial statements or any other disclosure contained in our original Annual
Report on Form 10-K. 
 PART II 
 Item 9A. Controls and Procedures Warrens Chief Executive Officer and Chief Financial Officer (Certifying Officers) performed
an evaluation of the Warren Resource, Inc.s (the Companys) disclosure controls and procedures
as of the end of the period covered by this Form 10-K. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information required to be
disclosed by an issuer in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the issuers management, including its Chief Executive Officer and
Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, the Certifying Officers have concluded that the Companys disclosure
controls and procedures are effective. In addition, there have been no changes in our internal
controls over financial reporting or in other factors that have materially affected, or are
reasonably likely to materially affect, the Companys internal control over financial reporting. 
 PART IV 
 Item 15: Exhibits, Financial Statement Schedules 31.1*
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2*
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   *
    
    Filed herewith. 
 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized. WARREN RESOURCES, INC./s/ Norman F. Swanton
    
    President, Chief Executive Officer,By
    
    
    
    Director and ChairmanNorman F. Swanton/s/ Timothy A. Larkin
    
    Executive Vice President, ChiefBy
    
    
    
    Financial Officer, and PrincipalTimothy A. Larkin
    
    Accounting Officer
 Dated: December 7, 2004 2