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<SEC-DOCUMENT>0000216851-07-000019.txt : 20070228
<SEC-HEADER>0000216851-07-000019.hdr.sgml : 20070228
<ACCEPTANCE-DATETIME>20070228135144
ACCESSION NUMBER:		0000216851-07-000019
CONFORMED SUBMISSION TYPE:	NSAR-B
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20061231
FILED AS OF DATE:		20070228
DATE AS OF CHANGE:		20070228
EFFECTIVENESS DATE:		20070228

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PETROLEUM & RESOURCES CORP
		CENTRAL INDEX KEY:			0000216851
		IRS NUMBER:				135506797
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		NSAR-B
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-02736
		FILM NUMBER:		07656713

	BUSINESS ADDRESS:	
		STREET 1:		SEVEN ST PAUL ST
		STREET 2:		STE 1140
		CITY:			BALTIMORE
		STATE:			MD
		ZIP:			21202
		BUSINESS PHONE:		4107525900

	MAIL ADDRESS:	
		STREET 1:		7 ST PAUL STREET
		STREET 2:		STE 1140
		CITY:			BALTIMORE
		STATE:			MD
		ZIP:			21202
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-B
<SEQUENCE>1
<FILENAME>peoanswer.fil
<TEXT>
<PAGE>      PAGE  1
000 B000000 12/31/2006
000 C000000 0000216851
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 PETROLEUM & RESOURCES CORPORATION
001 B000000 811-2736
001 C000000 4107525900
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012 A000001 AMERICAN STOCK TRANSFER & TRUST CO.
012 B000001 84-416
012 C010001 NEW YORK
012 C020001 NY
012 C030001 10038
013 A000001 PRICEWATERHOUSECOOPERS LLP
013 B010001 BALTIMORE
013 B020001 MD
013 B030001 21201
015 A000001 BROWN BROTHERS HARRIMAN & CO.
015 B000001 C
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015 C030001 02109
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<PAGE>      PAGE  2
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020 B000001 13-3989198
020 C000001    143
020 A000002 CREDIT SUISSE
020 B000002 13-5659485
020 C000002     43
020 A000003 MORGAN STANLEY & CO.
020 B000003 13-2655998
020 C000003     21
020 A000004 HOWARD WEIL, LABOUISSE
020 B000004 72-0696314
020 C000004     21
020 A000005 PETRIE PARKMAN & CO.
020 B000005 84-1108632
020 C000005     20
020 A000006 FORTIS SECURITIES LLC
020 B000006 13-3203169
020 C000006     13
020 A000007 MERRILL LYNCH, PIERCE, FENNER & SMITH
020 B000007 13-5674085
020 C000007     10
020 A000008 GORDON HASKETT (INDATA)
020 B000008 06-1095324
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020 C000009      5
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020 B000010 43-0895447
020 C000010      4
021  000000      299
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022 C000002     54721
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<PAGE>      PAGE  3
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022 C000006     39993
022 D000006      5244
022 A000007 AIG FUNDING INC.
022 B000007 13-2701087
022 C000007     36153
022 D000007      6186
022 A000008 GENERAL ELECTRIC CAPITAL SERVICES
022 B000008 06-1109503
022 C000008     32798
022 D000008      2742
022 A000009 COCA COLA ENTERPRISES
022 B000009 58-0503352
022 C000009     17794
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074 U020000        0
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077 A000000 Y
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080 A000000 GREAT AMERICAN INSURANCE
080 C000000     3860
081 A000000 Y
081 B000000   5
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087 A010000 PETROLEUM & RESOURCES CORPORATION
087 A020000 716549100
087 A030000 PEO
088 A000000 N
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SIGNATURE   MAUREEN JONES
TITLE       CFO

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>peoacctlttr.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) as of
and for the year ended December 31, 2006, 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, 2006.

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 19, 2007


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>3
<FILENAME>peoboardsize.txt
<TEXT>
On  February 8, 2006, due to the election of a new director,
the  Board of Directors voted to amend the Corporation's By-
laws  to increase the size of the Board to eleven directors.
Accordingly,  the  third sentence  of  Section  3.1  of  the
Corporation's  By-laws was amended to state: The  number  of
directors is fixed at eleven.  On March 9, 2006, due to  the
resignation  of  a director, the Board voted  to  amend  the
Corporation's By-laws to decrease the size of the  Board  to
ten  directors, effective March 27, 2006.  Accordingly,  the
third  sentence of Section 3.1 of the Corporation's  By-laws
was  amended to state: The number of directors is  fixed  at
ten.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>4
<FILENAME>peocharter.txt
<TEXT>

                PETROLEUM & RESOURCES CORPORATION

              ARTICLES OF AMENDMENT AND RESTATEMENT

          FIRST:         Petroleum & Resources Corporation, a

Maryland corporation (the "Corporation"), desires to amend and

restate its charter as currently in effect and as hereinafter

amended.

          SECOND:   The following provisions are all the

provisions of the charter currently in effect and as hereinafter

amended:

                            ARTICLE I

                              NAME

          The name of the corporation (the "Corporation") is:

                Petroleum & Resources Corporation

                           ARTICLE II

                             PURPOSE

          The purposes for which the Corporation is formed are to

conduct and carry on the business of a closed-end management

investment company registered under the Investment Company Act of

1940, as amended (the "1940 Act"), and to engage in any other

lawful act or activity for which corporations may be organized

under the general laws of the State of Maryland as now or

hereafter in force.

                           ARTICLE III

          PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT

          The address of the principal office of the Corporation

in this State is 7 St. Paul Street, Baltimore, Maryland 21202.

The name and address of the resident agent of the Corporation are

Lawrence L. Hooper, Jr., 7 St. Paul Street, Suite 1140,

Baltimore, Maryland 21202.

                           ARTICLE IV

                PROVISIONS FOR DEFINING, LIMITING

              AND REGULATING CERTAIN POWERS OF THE

        CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS

        Section 4.1    Number and Election of Directors.  The business

and affairs of the Corporation shall be managed under the

direction of the Board of Directors.  The number of directors of

the Corporation is 10, which number may be increased or decreased

only by the Board of Directors pursuant to the Bylaws, but shall

never be less than three.  The names of the directors who shall

serve until their successors are duly elected and qualify are:

          Enrique R. Arzac         Thomas H. Lenagh

          Phyllis O. Bonanno       Kathleen T. McGahran

          Daniel E. Emerson        Douglas G. Ober

          Frederic A. Escherich         John J. Roberts

          Roger W. Gale       Craig R. Smith

          Pursuant to the Corporation's election to be subject to

Section 3-804(b) and (c) of the Maryland General Corporation Law

(the "MGCL"), but subject to applicable requirements of the 1940

Act and except as may be provided by the Board of Directors in

setting the terms of any class or series of Preferred Stock (as

hereinafter defined), any and all vacancies on the Board of

Directors may be filled only by the affirmative vote of a

majority of the remaining directors in office, even if the

remaining directors do not constitute a quorum, and any director

elected to fill a vacancy shall serve for the remainder of the

full term of the directorship in which such vacancy occurred and

until a successor is duly elected and qualifies.

          The Bylaws of the Corporation may provide for the

election of a director by a plurality of all the votes cast in

the election of a director, a majority or other percentage of all

the votes entitled to be cast in the election of a director or by

any other vote, in any case as specified in the Bylaws and as may

vary as specified in the Bylaws depending upon whether the

election of directors is contested.

        Section 4.2    Extraordinary Actions.  Except as specifically

provided in Section 6.2 (relating to certain actions and certain

amendments to the charter), notwithstanding any provision of law

permitting or requiring any action to be taken or approved by the

affirmative vote of the holders of shares entitled to cast a

greater number of votes, any such action shall be effective and

valid if declared advisable by the Board of Directors and taken

or approved by the affirmative vote of holders of shares entitled

to cast a majority of all the votes entitled to be cast on the

matter.

Section 4.3    Authorization by Board of Stock Issuance.  The
Board of Directors may authorize the issuance from time to time
of shares of stock of the Corporation of any class or series,
whether now or hereafter authorized, or securities or rights
convertible into shares of its stock of any class or series,
whether now or hereafter authorized, for such consideration, if
any, as the Board of Directors may deem advisable (or without
consideration in the case of a stock split or stock dividend),
subject to such restrictions or limitations, if any, as may be
set forth in the charter or the Bylaws.
Section 4.4    Quorum.  The presence in person or by proxy of the
holders of shares of stock of the Corporation entitled to cast a
majority of the votes entitled to be cast on a matter (without
regard to class) shall constitute a quorum at any meeting of
stockholders with respect to such matter, except with respect to
any such matter that, under applicable statutes or regulatory
requirements or the charter, requires approval by a separate vote
of the holders of one or more classes of stock, in which case the
presence in person or by proxy of the holders of shares entitled
to cast a majority of the votes entitled to be cast by each such
class on such a matter shall constitute a quorum.
Notwithstanding the foregoing, the Bylaws may provide for a
greater or lesser quorum requirement provided that such
requirement shall not be less than one-third nor more than two-
thirds of the votes entitled to be cast on a matter (without
regard to class).
Section 4.5    Preemptive Rights.  Except as may be provided by
the Board of Directors in setting the terms of classified or
reclassified shares of stock pursuant to Article V of the charter
or as may otherwise be provided by contract, no holder of shares
of stock of the Corporation shall, as such holder, have any
preemptive right to purchase or subscribe for any additional
shares of stock of the Corporation or any other security of the
Corporation that it may issue or sell.
Section 4.6    Determinations by Board.  Any determination as to
any of the following matters, made in good faith by or pursuant
to the direction of the Board of Directors consistent with the
charter, shall be final and conclusive and shall be binding upon
the Corporation and every holder of shares of its stock:  the
amount of the net income of the Corporation for any period and
the amount of assets at any time legally available for the
payment of dividends, redemption of its stock or the payment of
other distributions on its stock; the amount of paid-in surplus,
net assets, other surplus, annual or other cash flow, net profit,
net assets in excess of capital, undivided profits or excess of
profits over losses on sales of assets; the amount, purpose, time
of creation, increase or decrease, alteration or cancellation of
any reserves or charges and the propriety thereof (whether or not
any obligation or liability for which such reserves or charges
shall have been created shall have been paid or discharged); any
interpretation of the terms, preferences, conversion or other
rights, voting powers or rights, restrictions, limitations as to
dividends or other distributions, qualifications or terms or
conditions of redemption of any class or series of stock of the
Corporation; the fair value, or any sale, bid or asked price to
be applied in determining the fair value, of any asset owned or
held by the Corporation or of any shares of stock of the
Corporation; the number of shares of stock of any class or series
of the Corporation; any matter relating to the acquisition,
holding and disposition of any assets by the Corporation; or any
other matter relating to the business and affairs of the
Corporation or required or permitted by applicable law, the
charter or Bylaws or otherwise to be determined by the Board of
Directors.
                            ARTICLE V

                              STOCK

        Section 5.1    Authorized Shares.  The Corporation has authority

to issue 55,000,000 shares of stock, consisting of 50,000,000

shares of Common Stock, $.001 par value per share (the "Common

Stock"), and 5,000,000 shares of Preferred Stock, $.001 par value

per share (the "Preferred Stock").  The aggregate par value of

all authorized shares of stock having par value is $55,000.  If

shares of one class or series of stock are classified or

reclassified into shares of another class or series of stock

pursuant to this Article V, the number of authorized shares of

the former class or series shall be automatically decreased and

the number of shares of the latter class or series 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 or series 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.  A majority of the entire Board of Directors, without

any action by the stockholders of the Corporation, may amend the

charter from time to time to increase or decrease the aggregate

number of shares of stock or the number of shares of stock of any

class or series that the Corporation has authority to issue.

Section 5.2    Common Stock.  The Board of Directors may
reclassify any unissued shares of Common Stock from time to time
in one or more classes or series of stock.
Section 5.3    Preferred Stock.  The Board of Directors may
classify any unissued shares of stock and reclassify any
previously classified but unissued shares of stock of any class
or series from time to time, in one or more classes or series of
stock, including Preferred Stock.
Section 5.4    Classified or Reclassified Shares.  Prior to
issuance of classified or reclassified shares of any class or
series, the Board of Directors by resolution shall: (a) designate
that class or series to distinguish it from all other classes and
series of stock of the Corporation; (b) specify the number of
shares to be included in the class or series; (c) set or change,
subject to the express terms of any class or series of stock of
the Corporation outstanding at the time, the preferences,
conversion or other rights, voting powers, restrictions,
limitations as to dividends or other distributions,
qualifications and terms and conditions of redemption for each
class or series; and (d) cause the Corporation to file articles
supplementary with the State Department of Assessments and
Taxation of Maryland ("SDAT").  Any of the terms of any class or
series of stock set or changed pursuant to clause (c) of this
Section 5.4 may be made dependent upon facts or events
ascertainable outside the charter (including determinations by
the Board of Directors or other facts or events within the
control of the Corporation) and may vary among holders thereof,
provided that the manner in which such facts, events or
variations shall operate upon the terms of such class or series
of stock is clearly and expressly set forth in the articles
supplementary or other charter document filed with the SDAT.
Section 5.5    Charter and Bylaws.  The rights of all
stockholders and the terms of all stock are subject to the
provisions of the charter and the Bylaws.  The Board of Directors
of the Corporation shall have the exclusive power to make, alter,
amend or repeal the Bylaws.
                           ARTICLE VI

         AMENDMENTS; CERTAIN EXTRAORDINARY TRANSACTIONS

        Section 6.1    Amendments Generally.  The Corporation reserves

the right from time to time to make any amendment to its charter,

now or hereafter authorized by law, including any amendment

altering the terms or contract rights, as expressly set forth in

the charter, of any shares of outstanding stock.  All rights and

powers conferred by the charter on stockholders, directors and

officers are granted subject to this reservation.

        Section 6.2    Approval of Certain Extraordinary Actions and

Charter Amendments.

                         (a)  The affirmative vote of the holders

of two-thirds of the total number of shares outstanding and

entitled to vote  shall be necessary to authorize any of the

following actions:  (i) a merger or consolidation with an

open-end investment company, (ii) the dissolution of the

Corporation, (iii) the transfer of all or substantially all of

the assets of the Corporation, (iv) any amendment to the Charter

that makes the Common Stock a redeemable security (as such term

is defined in the 1940 Act) or reduces the two-thirds vote

required to authorize the actions listed in this paragraph or (v)

a merger or consolidation with a corporation whose charter does

not require the vote of at least two thirds of each class of

stock entitled to be cast to approve the actions listed in this

paragraph.

                        (b) The affirmative vote of the holders

of shares entitled to cast at least two-thirds of the votes

entitled to be cast on the matter, each class voting as a

separate class, shall be necessary to effect any amendment to

Section 4.1, Section 4.2, Section 6.1, this Section 6.2(b) or

6.2(c);  provided, however, that, if the Continuing Directors (as

defined herein), by a vote of at least two-thirds of such

Continuing Directors, in addition to approval by the Board of

Directors, approve such amendment, the affirmative vote of the

holders of a majority of the votes entitled to be cast shall be

sufficient to approve such matter.

                        (c)  Continuing Directors.  "Continuing

Directors" means (i) the directors identified in Section 4.1,

(ii) the directors whose nomination for election by the

stockholders or whose election by the directors to fill vacancies

is approved by a majority of the directors identified in Section

4.1, who are on the Board at the time of the nomination or

election, as applicable, or (iii) any successor directors whose

nomination for election by the stockholders or whose election by

the directors to fill vacancies is approved by a majority of the

Continuing Directors or successor Continuing Directors, who are

on the Board at the time of the nomination or election, as

applicable.



                           ARTICLE VII

     LIMITATION OF LIABILITY; INDEMNIFICATION AND ADVANCE OF

                            EXPENSES



        Section 7.1    Limitation of Liability.  To the fullest extent

that applicable law (including the MGCL and the 1940 Act), as in

effect from time to time, permits the limitation or elimination

of the liability of directors and officers, no director or

officer of the Corporation shall be liable to the Corporation or

to its stockholders for money damages.  No amendment to or repeal

of this Article shall apply to or have any effect on the

liability or alleged liability of any director or officer of the

Corporation for or with respect to any acts or omissions of such

director or officer occurring prior to such amendment or repeal.

        Section 7.2    Indemnification and Advance of Expenses.  The

Corporation shall indemnify to the fullest extent permitted by

applicable law (including the MGCL and the 1940 Act), as in

effect from time to time, any person who was or is involved in

any manner (including, without limitation, as a party or a

witness), or is threatened to be made so involved, in any

investigation, claim, action, suit or proceeding, whether

criminal, civil, administrative or investigative, by reason of

the fact that such person or such person's testator or intestate

is or was a director or officer or, at the option of the Board of

Directors in any particular case, an employee or agent of the

Corporation or serves or served at the request of the Corporation

any other enterprise as a director, officer, partner or trustee,

or, at the option of the Board of Directors in any particular

case, an employee or agent.  To the fullest extent permitted by

applicable law (including the MGCL and the 1940 Act), as in

effect from time to time, expenses incurred by any such person in

connection with any such investigation, claim, action, suit or

proceeding shall be paid or reimbursed by the Corporation

promptly upon receipt by it of an undertaking of such person to

repay such expenses if it shall ultimately be determined that

such person is not entitled to be indemnified by the Corporation.

The rights provided to any director or officer by this Article

shall be enforceable against the Corporation by any such director

or officer, who shall be presumed to have relied upon it in

serving or continuing to serve as a director or officer as

provided above.  No amendment to or repeal of this Article shall

impair the rights of any person arising at any time with respect

to events occurring prior to such amendment or repeal.

Section 7.3    1940 Act.  The provisions of this Article VII
shall be subject to the 1940 Act.
Section 7.4    Amendment or Repeal.  Neither the amendment nor
repeal of this Article VII, nor the adoption or amendment of any
other provision of the charter or Bylaws inconsistent with this
Article VII, shall apply to or affect in any respect the
applicability of the preceding sections of this Article VII with
respect to any act or failure to act which occurred prior to such
amendment, repeal or adoption.
          THIRD:  The amendment to and restatement of the charter

as hereinabove set forth was approved by a majority of the entire

Board of Directors and approved by the stockholders of the

Corporation as required by law.

          FOURTH:  The current address of the principal office of

the Corporation is as set forth in Article III of the foregoing

amendment and restatement of the charter.

          FIFTH:  The name and address of the Corporation's

current resident agent is as set forth in Article III of the

foregoing amendment and restatement of the charter.

          SIXTH:  The number of directors of the Corporation and

the names of those currently in office are as set forth in

Article IV of the foregoing amendment and restatement of the

charter.

        SEVENTH:   The total number of shares of stock which the

Corporation had authority to issue immediately prior to this

amendment and restatement was 55,000,000, consisting of

50,000,000 shares of Common Stock, $1.00 par value per share and

5,000,000 shares of Preferred Stock, no par value per share.  The

aggregate par value of all shares of stock having par value was

$50,000,000.

        EIGHTH:  The total number of shares of stock which the

Corporation has authority to issue pursuant to the foregoing

amendment and restatement of the charter is 55,000,000,

consisting of 50,000,000 shares of Common Stock, $.001 par value

per share, and 5,000,000 shares of Preferred Stock,  $.001 par

value per share.  The aggregate par value of all authorized

shares of stock having par value is $55,000.

        NINTH:  The undersigned President acknowledges these

Articles of Amendment and Restatement to be the corporate act of

the Corporation and, as to all matters or facts required to be

verified under oath, the undersigned President acknowledges that,

to the best of his knowledge, information and belief, these

matters and facts are true in all material respects and that this

statement is made under the penalties for perjury.

                    [SIGNATURE PAGE FOLLOWS]



        IN WITNESS WHEREOF, the Corporation has caused these

Articles of Amendment and Restatement to be signed in its name

and on its behalf by its President and attested to by its

Secretary on this _____ day of November, 2006.



ATTEST:                            PETROLEUM & RESOURCES
CORPORATION

_______________________
By:__________________________(SEAL)
Lawrence L. Hooper, Jr.                       Douglas G. Ober
Secretary                                President




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>5
<FILENAME>peomeetingnotice.txt
<TEXT>
On August 22, 2006, the Board amended the
Corporation's Bylaws to extend the time period
within which a shareholder meeting shall be held
after the record date, and from when notice of the
meeting is mailed out to shareholders, from 60
days to 90 days. The following Bylaws were amended
to effectuate this change:

Section 2.4(a) of Article Two of the Bylaws was
amended to provide:

(a) Written notice of a meeting of stockholders
shall be given, personally, by mail or by any
other means permitted by Maryland law, not less
than ten nor more than ninety days before the
meeting to each stockholder entitled to vote at
such meeting; such notice shall state the date,
place and hour of the meeting and, unless it is
the annual meeting, the purpose or purposes for
which the meeting is called and shall state the
name or names of the persons who have directed the
calling of the meeting.  If, at any meeting,
action is proposed to be taken that would, if
taken, entitle stockholders fulfilling the
requirements of Section 3-202 of the General
Corporation Law of Maryland to receive payment for
their shares, the notice of such meeting shall
include a statement of that purpose and to that
effect.  If mailed, such notice is given when
deposited in the United States mail, with first
class postage thereon prepaid, directed to each
stockholder at his address as it appears on the
record of stockholders, or, if he shall have duly
filed with the Secretary of the Corporation a
written request that notices to him be mailed to
some other address, then directed to him at such
other address.

 Section 2.10(a) of Article Two of the Bylaws was
amended to provide:

(a) For the purpose of determining the
stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment
thereof, or to express consent to or dissent from
any proposal without a meeting, or for the purpose
of determining stockholders entitled to receive
payment of any dividend or the allotment of any
rights or for the purpose of any other action, the
Board of Directors may fix in advance a date as
the record date for any such determination of
stockholders. Such date shall not be more than
ninety nor less than ten days before the date of
the meeting, nor more than ninety days prior to
any other action.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77J REVALUATN
<SEQUENCE>6
<FILENAME>peoparvalue.txt
<TEXT>
The Corporation's corporate charter was amended and approved
by  stockholders  at the special meeting of stockholders  on
November  7, 2006. The amended charter provides  for  a  par
value of $.001 per share from $1.00 per share. Par value  no
longer   has  any  significance  in  the  Maryland   General
Corporation   Law   other  than  in  connection   with   the
calculation of certain filing fees in the State of Maryland.
In  order  to  minimize these potential  fees,  the  Amended
Charter provides for a nominal par value of $.001 per share.
The  Corporation's  capital stock account  was  adjusted  to
reflect  the outstanding shares at $.001 per share,  with  a
corresponding credit to Additional capital surplus.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>7
<FILENAME>peospecmeeting.txt
<TEXT>
                          SPECIAL STOCKHOLDER MEETING
- --------------------------------------------------------------------------------



A special meeting of stockholders was held on Tuesday, November 7, 2006. The
purpose of the meeting was to approve a comprehensive rewriting and updating of
the Corporation's corporate charter. All of the proposed charter amendments
were approved by the stockholders. The results of the voting on the eight
proposals were as follows:

<TABLE>
<CAPTION>
                                                             For      Against  Abstain
- --------------------------------------------------------------------------------------
<S>                                                       <C>        <C>       <C>
Proposal 1 -- Purpose of the Corporation................. 11,832,131   930,080 591,454

Proposal 2 -- Classification, designation, etc., of stock 11,526,879 1,222,095 604,682

Proposal 3 -- Stockholder voting......................... 11,335,381 1,383,635 634,641

Proposal 4 -- Stockholder election of directors.......... 11,527,155 1,205,781 620,724

Proposal 5 -- Power to amend bylaws...................... 11,167,482 1,527,621 658,552

Proposal 6 -- Quorum for stockholder meetings............ 11,502,023 1,213,356 638,279

Proposal 7 -- Determinations by the Board................ 11,462,952 1,224,791 665,914

Proposal 8 -- Miscellaneous conforming amendments........ 11,470,707 1,193,416 689,536
</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
