<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>peoacctglttr.txt
<TEXT>
Report of Independent Registered Public Accounting Firm


To the Board of Directors and Shareholders
of Petroleum and Resources Corporation

In  planning  and  performing our  audit  of  the  financial
statements  of  Petroleum  and  Resources  Corporation  (the
Corporation)   for  the year ended  December  31,  2004,  we
considered   its   internal   control,   including   control
activities   for  safeguarding  securities,  in   order   to
determine  our  auditing  procedures  for  the  purpose   of
expressing  our opinion on the financial statements  and  to
comply  with the requirements of Form NSAR, not  to  provide
assurance on internal control.

The   management  of  the  Corporation  is  responsible  for
establishing and maintaining internal control. In fulfilling
this  responsibility, estimates and judgments by  management
are  required  to assess the expected benefits  and  related
costs of controls. Generally, controls that are relevant  to
an  audit  pertain  to the entitys  objective  of  preparing
financial  statements for external purposes that are  fairly
presented  in conformity with generally accepted  accounting
principles.  Those  controls  include  the  safeguarding  of
assets against unauthorized acquisition, use or disposition.

Because of inherent limitations in internal control,  errors
or  fraud may occur and not be detected. Also, projection of
any  evaluation  of  internal control to future  periods  is
subject  to  the  risk that controls may  become  inadequate
because  of  changes in conditions or that the effectiveness
of their design and operation may deteriorate.

Our  consideration of internal control would not necessarily
disclose  all  matters  in internal control  that  might  be
material  weaknesses  under  standards  established  by  the
Public Company Accounting Oversight Board (United States). A
material  weakness, for the purpose of  this  report,  is  a
condition in which the design or operation of one or more of
the  internal  control  components  does  not  reduce  to  a
relatively low level the risk that misstatements  caused  by
error or fraud in amounts that would be material in relation
to  the financial statements being audited may occur and not
be  detected  within  a timely period by  employees  in  the
normal   course  of  performing  their  assigned  functions.
However, we noted no matters involving internal control  and
its   operation,   including   controls   for   safeguarding
securities,  that we consider to be material  weaknesses  as
defined above as of December 31, 2004.

This  report is intended solely for the information and  use
of the Board of Directors, management and the Securities and
Exchange Commission and is not intended to be and should not
be used by anyone other than these specified parties.


/s/ PricewaterhouseCoopers LLP

January 19, 2005
</TEXT>
</DOCUMENT>
