<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,
2007, 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 controls over 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  do  not  express  an   opinion   on   the
effectiveness  of  the Corporation's internal  control  over
financial reporting.

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.  A company's
internal  control  over financial reporting  includes  those
policies  and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect  the transactions and dispositions of the assets  of
the   company;   (2)  provide  reasonable   assurance   that
transactions are recorded as necessary to permit preparation
of   financial  statements  in  accordance  with   generally
accepted  accounting  principles,  and  that  receipts   and
expenditures  of  the  company  are  being  made   only   in
accordance  with authorizations of management and  directors
of  the  company;  and  (3)   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  deficiency  in internal control over financial  reporting
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 material weakness  is  a
deficiency,  or a combination of deficiencies,  in  internal
control  over  financial reporting, such  that  there  is  a
reasonable possibility that a material misstatement  of  the
Corporation's  annual or interim financial  statements  will
not be prevented or detected on a timely basis.

Our consideration of the Corporation'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   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   over   safeguarding
securities,  that we consider to be material  weaknesses  as
defined above as of December 31, 2007.

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


Baltimore, Maryland
February 13, 2008


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</DOCUMENT>
