<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


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