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Exhibit 3.1 ARTICLES OF INCORPORATION OF WARREN RESOURCES, INC. The undersigned, JoEllen L. Legg, whose address is 1660 Lincoln Street, Denver, Colorado
80264, being at least 18 years of age, acting as incorporator, does hereby form a corporation under
the general laws of the State of Maryland having the following Articles: ARTICLE I
NAME The name of the corporation (the Corporation) is: Warren Resources, Inc. ARTICLE II
PURPOSE The purposes for which the Corporation is formed are to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of the State of Maryland
(the Maryland Code). In furtherance of the foregoing purposes, the Corporation shall have and may
exercise all of the rights, powers and privileges granted by the Maryland Code. In addition, the
Corporation may do everything necessary, suitable and proper for the accomplishment of any of its
corporate purposes. ARTICLE III
PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT The street address of the principal office and registered agent of the Corporation in the
State of Maryland is 11 East Chase Street, Baltimore, Maryland 21202. The name of the resident
agent of the Corporation in the State of Maryland at that address is National Registered Agents,
Inc. of MD. ARTICLE IV
STOCK Section 5.1 Authorized Shares.The Corporation is authorized to issue a total of
110,000,000 shares of stock in two classes designated respectively Preferred Stock and Common
Stock. The total number of shares of all series of Preferred Stock that the Corporation shall have
the authority to issue is 10,000,000 and the total number of shares of Common Stock that the
Corporation shall have the authority to issue is 100,000,000. All of the authorized shares shall
have a par value of $0.0001 per share. The aggregate par value of all authorized shares of stock
having par value is $11,000. If shares of one 1




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class of stock are classified or reclassified into shares of another class of stock pursuant to
this Article IV, the number of authorized shares of the former class shall be automatically
decreased and the number of shares of the latter class shall be automatically increased, in each
case by the number of shares so classified or reclassified, so that the aggregate number of shares
of stock of all classes that the Corporation has authority to issue shall not be more than the
total number of shares of stock set forth in the first sentence of this paragraph. The Board of
Directors, without any action by the stockholders of the Corporation, may amend these Articles of
Incorporation to change the name or other designation or the par value of any class or series of
stock and the aggregate par value of that stock. Section 5.2 Common Stock.Each stockholder of record shall have one vote for each share
of common stock standing in his or her name on the books of the Corporation and entitled to vote,
except that in the election of directors, each stockholder shall have as many votes for each share
held by him or her as there are directors to be elected and for whose election the stockholder has
a right to vote. Cumulative voting shall not be permitted in the election of directors or
otherwise. Section 5.3 Preferred Stock.Preferred stock may be issued from time to time in one or
more series, each of such series to have such designations, relative rights and limitations as may
be fixed in the resolution or resolutions providing for the issue of such series adopted by the
board of directors of the Corporation as hereinafter provided. Any shares of preferred stock which
may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise
provided herein or by law. Different series of preferred stock shall not be construed to constitute
different classes of shares for the purposes of voting by classes unless expressly provided for in
the resolutions creating such series or required by applicable law. Authority is hereby expressly
granted to the Board of Directors from time to time to issue the preferred stock in one or more
series, and in connection with the creation of any such series, by resolution or resolutions
providing for the issuance of the shares thereof, to determine and fix such voting powers, full or
limited, or no voting powers, and such designations, preferences and relative participating,
optional or other special rights, and qualifications, limitations or restrictions thereof
including, without limitation, dividend rights, conversion rights, redemption privileges and
liquidation preferences, as shall be stated and expressed in such resolutions, all to the fullest
extent now or hereafter permitted by the Maryland Code. Without limiting the generality of the
foregoing, the resolutions providing for issuance of any series of preferred stock may provide that
such series shall be superior or rank equally or be junior to the preferred stock of any other
series to the extent permitted by law. ARTICLE V
PERPETUAL EXISTENCE The Corporation is to have perpetual existence. 2




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ARTICLE VI
INITIAL DIRECTORS The following persons are elected to serve as the Corporations initial directors until the
next annual meeting of stockholders or until their successors are duly elected and qualify: Name
    
    AddressNorman F. Swanton
    
    489 Fifth Avenue, 32nd Floor, New York, NY 10017Dominick DAlleva
    
    489 Fifth Avenue, 32nd Floor, New York, NY 10017Chet Borgida
    
    489 Fifth Avenue, 32nd Floor, New York, NY 10017Anthony L. Coelho
    
    489 Fifth Avenue, 32nd Floor, New York, NY 10017Lloyd G. Davies
    
    489 Fifth Avenue, 32nd Floor, New York, NY 10017Marshall Miller
    
    489 Fifth Avenue, 32nd Floor, New York, NY 10017Thomas G. Noonan
    
    489 Fifth Avenue, 32nd Floor, New York, NY 10017Michael R. Quinlan
    
    489 Fifth Avenue, 32nd Floor, New York, NY 10017
 ARTICLE VII
DIRECTOR MATTERS 7.1 Number.The number of directors shall be fixed from time to time exclusively by the
Board of Directors pursuant to a resolution adopted by a majority of the total number of directors
(whether or not there exist any vacancies in directorships at the time any such resolution is
presented to the board of directors for adoption). The directors of the Corporation need not be
elected by written ballot unless the Bylaws so provide. 7.2 Classification.On and after the closing date of the first sale of the Corporations
common stock pursuant to an underwritten registered public offering (an IPO), the directors shall
be divided into three classes with the term of office of the first class (Class I) to expire at the
first annual meeting of the stockholders following an IPO; the term of office of the second class
(Class II) to expire at the second annual meeting of stockholders held following an IPO; the term
of office of the third class (Class III) to expire at the third annual meeting of stockholders
following an IPO; and thereafter for each such term to expire at each third succeeding annual
meeting of stockholders after such election. All directors shall hold office until the annual
meeting of stockholders for 3




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the year in which their term expires and until their successors are duly elected and qualified, or
until their earlier death, resignation or removal. 7.3 New Directorships; Vacancies.Subject to the rights of the holders of any series of
preferred stock then outstanding, newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the board of directors resulting from death,
resignation or other cause may be filled only by the Board of Directors (unless there are no
remaining directors) acting by a majority vote of the directors then in office, though less than a
quorum, and directors so chosen shall hold office for a term expiring at the next annual meeting of
stockholders at which the term of office of the class to which they have been elected expires, and
until their respective successors are elected, or until their earlier death, resignation, or
removal. No decrease in the number of directors constituting the board of directors shall shorten
the term of any incumbent director. 7.4 Removal.Following an IPO, any director, or the entire board of directors, may be
removed from office at any time, but only for cause and only by the affirmative vote of the holders
of at least 66 2/3% of the voting power of all of the shares of capital stock of the
Corporation then entitled to vote generally in the election of directors, voting together as a
single class. For purposes hereof, cause shall mean gross neglect or willful misconduct in the
performance of the duties as a director. 7.5 Amendments.The Board of Directors is expressly empowered to adopt, amend or repeal
the Bylaws of the Corporation. Any adoption, amendment or repeal of Bylaws of the Corporation by
the Board of Directors shall require the approval of a majority of the total number of directors
(whether or not there exist any vacancies at the time any resolution providing for adoption,
amendment or repeal is presented to the board of directors). The stockholders shall also have power
to adopt, amend or repeal the Bylaws of the Corporation. Following an IPO, any adoption, amendment
or repeal of Bylaws of the Corporation by the stockholders shall require, in addition to any vote
of the holders of any class or series of stock of the Corporation required by law or by these
Articles of Incorporation, the affirmative vote of the holders of at least 66 2/3% of the
voting power of all of the then outstanding shares of the capital stock of the Corporation entitled
to vote generally in the election of directors, voting together as a single class. ARTICLE VIII
STOCKHOLDER ACTIONS The following provisions are inserted for the management of the business and the conduct of
the affairs of the Corporation, and for further definition, limitation and regulation of the powers
of the Corporation and of its directors and stockholders: 8.1 Calling Special Meetings.Following an IPO, special meetings of stockholders of the
Corporation may be called only by (1) the Board of Directors pursuant to a resolution adopted by a
majority of the entire Board of Directors, either upon motion or upon written request by the
holders of at least 66 2/3% of the voting power 4




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of all the shares of capital stock of the Corporation then entitled to vote generally in the
election of directors, voting together as a single class or (2) the president of the Corporation. ARTICLE IX
LIMITATION OF LIABILITY The personal liability of each director and officer of the Corporation shall be eliminated and
limited to the full extent permitted by the laws of the State of Maryland, including without
limitation as permitted by the provisions of Section 2-405.2 of the Maryland Code and any successor
provision, as amended from time to time, except to the extent (i) it is proved that the person
actually received an improper benefit or profit in money, property or services, for the amount of
the benefit or profit in money, property or services actually received, (ii) a judgment or other
final adjudication adverse to the person is entered in a proceeding based on a finding in the
proceeding that the persons action, or failure to act, was the result of active and deliberate
dishonesty and was material to the cause of action adjudicated in the proceeding; or (iii)
otherwise provided by the Maryland Code. Neither any amendment nor repeal of this Article IX, nor
adoption of any provision of these Articles of Incorporation, the bylaws of the Corporation or any
statute that is inconsistent with this Article IX, shall eliminate or reduce the effect of this
Article IX in respect of any acts or omissions occurring prior to such amendment, repeal or
adoption. If the Maryland Code is hereafter amended or supplemented to authorize corporate action
further eliminating or limiting the personal liability of directors and officers, then the
liability of directors and officers of the Corporation shall be eliminated or limited to the
fullest extent permitted by such amended or supplemented Maryland Code. In the event that any of
the provisions of this Article IX (including any provision within a single sentence) is held by a
court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining
provisions are severable and shall remain enforceable to the fullest extent permitted by law. ARTICLE X
INTERESTED PARTY TRANSACTIONS The following provisions are inserted for the management of the business and for the conduct
of the affairs of the Corporation, and the same are in furtherance of and not in limitation of, the
powers conferred by law: No contract or other transaction of the Corporation with any other persons, firm or
corporation in which this Corporation is interested, shall be affected or invalidated by the fact
that any one or more of the directors or officers of this Corporation, individually or jointly with
others, may be a party to or may be interested in any such contract or transaction so long as the
contract or other transaction is approved by the Board of Directors in accordance with the Maryland
Code. Each person who may become a director or officer of the Corporation is hereby relieved from
any liability that might otherwise arise by reason of his or her contracting with the Corporation
for the benefit of 5




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himself or herself or any firm or corporation in which he or she may be in any way interested. ARTICLE XI
INDEMNIFICATION The Corporation shall indemnify and advance expenses to any and all directors, officers,
employees and agents of the Corporation to the fullest extent permitted by Section 2-418 of the
Maryland Code, as the same may be amended and supplemented, unless it is established that (i) the
act or omission was material to the matter giving rise to the liability and was omitted in bad
faith or was the result of active and deliberate dishonesty, (ii) the person actually received an
improper personal benefit in money, property or services, or (ii) in the case of a criminal
proceeding, the person had reasonable cause to believe the act or omission was unlawful. The rights
to indemnification and advancement of expenses provided for herein shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under these Articles of Incorporation,
any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to
action in such persons official capacity and as to action in another capacity while holding such
directorship, office, employment or agency, and shall continue as to a person who has ceased to be
a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person. Neither the repeal nor modification of this Article XI, or the
adoption of any provision to these Articles of Incorporation that is inconsistent with this Article
XI, shall eliminate, restrict or otherwise adversely affect any right or protection of any such
person existing hereunder with respect to any act or omission occurring prior to such repeal,
modification or adoption of an inconsistent provision. ARTICLE XII
AMENDMENTS The Corporation reserves the right to amend or repeal any provision contained in these
Articles of Incorporation in the manner prescribed by the laws of the State of Maryland, including
to change the name of the corporation or to change the name or other designation or the par value
of any class or series of stock and the aggregate par value of that stock, and all rights conferred
upon stockholders are granted subject to this reservation; provided, however, that, notwithstanding
any other provision of these Articles of Incorporation or any provision of law which might
otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class
or series of the stock of this Corporation required by law or by these Articles of Incorporation,
the affirmative vote of the holders of at least 66 2/3% of the voting power of all of the
then outstanding shares of the capital stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class, shall be required to amend or repeal this
Article XII, Article VII or Article VIII. 6




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IN WITNESS WHEREOF, I have signed these Articles of Incorporation and acknowledge the same to
be my act on this 19th day of May, 2004. /s/ JOELLEN L. LEGGJoEllen L. Legg, IncorporatorSTATE OF COLORADO
    )) ss.CITY AND COUNTY OF DENVER
    )
 BEFORE ME the undersigned authority, personally appeared JoEllen L. Legg, known to me to be
the individual described in and who executed the foregoing Articles of Incorporation, and she
acknowledged that she subscribed the said instrument for the uses and purposes set forth therein.
The subscriber is personally known to me. WITNESS my hand and official seal in the County and State last aforesaid this 19th day of May,
2004. [Seal]/s/ DORIS M. HAYUTINNotary PublicMy Commission Expires: Dec. 1, 2005
 7