<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>peoacctlttr.txt
<TEXT>
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) as of and for the year ended December 31, 2005,
in accordance with the standards of the Public Company
Accounting Oversight Board (United States), we considered
the Corporation's internal control over financial reporting,
including control activities for safeguarding securities, as
a basis for designing our auditing procedures for the
purpose of expressing our opinion on the financial
statements and to comply with the requirements of Form N-
SAR, but not for the purpose of expressing an opinion on the
effectiveness of the Corporation's internal control over
financial reporting. Accordingly, we express no such
opinion.

The management of the Corporation is responsible for
establishing and maintaining effective internal control over
financial reporting.  In fulfilling this responsibility,
estimates and judgments by management are required to assess
the expected benefits and related costs of controls.  A
company's internal control over financial reporting is a
process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance
with generally accepted accounting principles.  Such
internal control over financial reporting includes policies
and procedures that provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition,
use or disposition of a company's assets that could have a
material effect on the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may
deteriorate.

A control deficiency exists when the design or operation of
a control does not allow management or employees, in the
normal course of performing their assigned functions, to
prevent or detect misstatements on a timely basis. A
significant deficiency is a control deficiency, or
combination of control deficiencies, that adversely affects
the company's ability to initiate, authorize, record,
process or report external financial data reliably in
accordance with generally accepted accounting principles
such that there is more than a remote likelihood that a
misstatement of the company's annual or interim financial
statements that is more than inconsequential will not be
prevented or detected.  A material weakness is a control
deficiency, or combination of control deficiencies, that
results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements
will not be prevented or detected.

Our consideration of the Company's internal control over
financial reporting was for the limited purpose described in
the first paragraph and would not necessarily disclose all
deficiencies in internal control over financial reporting
that might be significant deficiencies or material
weaknesses under standards established by the Public Company
Accounting Oversight Board (United States).  However, we
noted no deficiencies in the Corporation's internal control
over financial reporting and its operation, including
controls for safeguarding securities, that we consider to be
material weaknesses as defined above as of December 31,
2005.

This report is intended solely for the information and use
of management and the Board of Directors of Petroleum and
Resources Corporation 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 26, 2006
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</DOCUMENT>
