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<SEC-DOCUMENT>0000216851-08-000049.txt : 20081024
<SEC-HEADER>0000216851-08-000049.hdr.sgml : 20081024
<ACCEPTANCE-DATETIME>20081024154328
ACCESSION NUMBER:		0000216851-08-000049
CONFORMED SUBMISSION TYPE:	N-Q
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20080930
FILED AS OF DATE:		20081024
DATE AS OF CHANGE:		20081024
EFFECTIVENESS DATE:		20081024

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:		N-Q
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-02736
		FILM NUMBER:		081140008

	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>N-Q
<SEQUENCE>1
<FILENAME>peonq09302008.txt
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-Q

                   QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF
                    REGISTERED MANAGEMENT INVESTMENT COMPANY

                 Investment Company Act file number: 811-02736
                 ---------------------------------------------

                       PETROLEUM & RESOURCES CORPORATION

- --------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)

           7 Saint Paul Street, Suite 1140, Baltimore, Maryland 21202
- --------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)

                            Lawrence L. Hooper, Jr.
                      Petroleum & Resources Corporation
                             7 Saint Paul Street
                                 Suite 1140
                           Baltimore, Maryland  21202


Registrant's telephone number, including area code: 410-752-5900

Date of fiscal year end:  December 31, 2008

Date of reporting period: September 30, 2008


<PAGE>

                            SCHEDULE OF INVESTMENTS

- --------------------------------------------------------------------------------

                              September 30, 2008
                                  (unaudited)

<TABLE>
<CAPTION>
                                         Shares    Value (A)
                                        --------- ------------
<S>                                     <C>       <C>
Common Stocks -- 99.3%

  Energy -- 92.9%
   Integrated -- 39.0%
   Chevron Corp.                          915,000 $ 75,469,200
   ConocoPhillips                         556,891   40,792,266
   Exxon Mobil Corp.                    1,245,000   96,686,700
   Hess Corp.                             195,000   16,005,600
   Marathon Oil Co.                       240,000    9,568,800
   Murphy Oil Corp.                       266,500   17,093,310
   Royal Dutch Shell plc ADR              265,000   15,637,650
   Suncor Energy                          300,000   12,642,000
   Total S.A. ADR                         390,000   23,665,200
                                                  ------------
                                                   307,560,726
                                                  ------------
   Exploration & Production -- 17.1%
   Apache Corp.                           200,000   20,856,000
   Devon Energy Corp.                     250,000   22,800,000
   EOG Resources, Inc. (B)                200,000   17,892,000
   Forest Oil Corp (C)                     69,477    3,446,059
   Noble Energy, Inc.                     340,000   18,900,600
   Occidental Petroleum Corp.             400,000   28,180,000
   XTO Energy Inc.                        487,500   22,678,500
                                                  ------------
                                                   134,753,159
                                                  ------------

   Services -- 25.8%
   Baker Hughes, Inc.                     205,000   12,410,700
   Complete Production Services,
    Inc. (C)(D)                           400,500    8,062,065
   Halliburton Co.                        700,000   22,673,000
   Hercules Offshore, Inc. (C)(D)         588,300    8,918,628
   Nabors Industries Ltd. (C)(D)          520,000   12,958,400
   National Oilwell Varco, Inc. (C)       138,538    6,958,764
   Noble Corp. (D)                        600,000   26,340,000
   Schlumberger Ltd.                      700,000   54,663,000
   Transocean Inc. (C)                    237,953   26,136,758
   Weatherford International,
    Ltd. (C)                              987,120   24,816,197
                                                  ------------
                                                   203,937,512
                                                  ------------
   Utilities -- 11.0%
   Energen Corp.                          300,000   13,584,000
   Equitable Resources Inc.               398,800   14,627,984
   MDU Resources Group, Inc. (D)          375,000   10,875,000
   National Fuel Gas Co. (D)              200,000    8,436,000
   New Jersey Resources Corp. (B)(D)      300,000   10,767,000
   Northeast Utilities                    200,000    5,130,000
   Questar Corp.                          240,000    9,820,800
   Spectra Energy Corp. (D)               108,812    2,589,726
   Williams Companies, Inc.               450,000   10,642,500
                                                  ------------
                                                    86,473,010
                                                  ------------
</TABLE>
<TABLE>
<CAPTION>
                                        Shares/
                                       Prin. Amt.  Value (A)
                                       ---------- ------------
<S>                                    <C>        <C>
  Basic Industries -- 6.4%
   Basic Materials & Other -- 6.4%
   Air Products and Chemicals, Inc.       115,000 $  7,876,350
   CONSOL Energy Inc.                     200,000    9,178,000
   du Pont (E.I.) de Nemours and
    Co. (B)                               157,500    6,347,250
   International Coal Group,
    Inc. (C)(D)                         3,000,000   18,720,000
   Massey Energy Co.                      230,808    8,232,920
                                                  ------------
                                                    50,354,520
                                                  ------------
Total Common Stocks
 (Cost $410,134,785)                               783,078,927
                                                  ------------
Short-Term Investments -- 1.0%

   Time Deposit -- 0.0%
   Citibank, 3.47%, due 10/1/08                        236,732
                                                  ------------

   Commercial Paper -- 1.0%
   General Electric Capital Corp.,
    2.20%, due 10/2/08                 $1,500,000    1,499,908
   Prudential Funding, LLC,
    2.10%, due 10/9/08                 $3,100,000    3,098,553
   Toyota Motor Credit Corp.,
    2.24%, due 10/7/08                 $3,100,000    3,098,843
                                                  ------------
                                                     7,697,304
                                                  ------------
Total Short-Term Investments
 (Cost $7,934,036)                                   7,934,036
                                                  ------------
Total Securities Lending Collateral -- 6.2%
 (Cost $49,020,899)
   Brown Brothers Investment
    Trust, 2.32% (E)                                49,020,899
                                                  ------------

Total Investments -- 106.5%
 (Cost $467,089,720)                               840,033,862
  Cash, receivables, prepaid
   expenses and other assets, less
   liabilities -- (6.5)%                           (51,127,660)
                                                  ------------
Net Assets -- 100%                                $788,906,202
                                                  ============
</TABLE>
- --------------------------------------------------------------------------------
Notes:
(A)See note 1 to financial statements. Securities are listed on the New York
   Stock Exchange, the American Stock Exchange or the NASDAQ.
(B)All or a portion of this security is pledged to cover open written call
   option contracts. Aggregate market value of such pledged securities is
   $505,070.
(C)Presently non-dividend paying.
(D)A portion of shares held are on loan. See note 8 to financial statements.
(E)Rate presented is as of period-end and represents the annualized yield
   earned over the previous seven days.

10

<PAGE>

                               PORTFOLIO SUMMARY
- --------------------------------------------------------------------------------

                              September 30, 2008
                                  (unaudited)


  TEN LARGEST PORTFOLIO HOLDINGS

<TABLE>
<CAPTION>
                                          Market Value % of Net Assets
         -------------------------------------------------------------
         <S>                              <C>          <C>
         Exxon Mobil Corp.                $ 96,686,700      12.3%
         Chevron Corp.                      75,469,200       9.6
         Schlumberger Ltd.                  54,663,000       6.9
         ConocoPhillips                     40,792,266       5.2
         Occidental Petroleum Corp.         28,180,000       3.5
         Noble Corp.                        26,340,000       3.3
         Transocean Inc.                    26,136,758       3.3
         Weatherford International, Ltd.    24,816,197       3.2
         Total S.A. ADR                     23,665,200       3.0
         Devon Energy Corp.                 22,800,000       2.9
                                          ------------      ----
              Total                       $419,549,321      53.2%

         -------------------------------------------------------------
</TABLE>

  SECTOR WEIGHTINGS

      [CHART]

<TABLE>
<CAPTION>
<S>                         <C>
Integrated                 	39.0%
Exploration & Production        17.1%
Services	                25.8%
Utilities	                11.0%
Basic Materials & Other          6.4%
Sort-Term Investments	         1.0%
</TABLE>

                                                                             11

<PAGE>

                   SCHEDULE OF OUTSTANDING OPTION CONTRACTS

- --------------------------------------------------------------------------------

                              September 30, 2008
                                  (unaudited)


<TABLE>
<CAPTION>
 Contracts                                            Contract
(100 shares                                    Strike Expiration
   each)                Security               Price   Date       Value
- ------------------------------------------------------------------------
<C>         <S>                                <C>    <C>   <C>   <C>

                           COVERED CALLS
    100     du Pont (E.I.) de Nemours and Co..  $ 55  Oct   08    $1,000
    100     EOG Resources, Inc................   170  Oct   08     1,000
    ---                                                           ------
    200                                                           $2,000
    ===                                                           ======
</TABLE>



12


        (SELECTED) NOTES TO FINANCIAL STATEMENTS (Unaudited)
- --------------------------------------------------------------------------------

1. SIGNIFICANT ACCOUNTING POLICIES

Petroleum  &  Resources  Corporation  (the  Corporation)  is
registered under the Investment Company Act of 1940 as a non-
diversified  investment  company.  The  Corporation  is   an
internally-managed  fund  emphasizing  petroleum  and  other
natural  resource investments. The investment objectives  of
the  Corporation are preservation of capital, the attainment
of  reasonable  income from investments, and an  opportunity
for capital appreciation.


Security   Transactions  and  Investment   Income-Investment
transactions  are accounted for on the trade date.  Gain  or
loss on sales of securities and options is determined on the
basis  of identified cost. Dividend income and distributions
to  stockholders are recognized on the ex-dividend date, and
interest income is recognized on the accrual basis.


Security  Valuation-Investments  in  securities  traded   on
national  security exchanges are valued at the last reported
sale  price  on  the day of valuation. Over-the-counter  and
listed  securities for which a sale price is  not  available
are   valued  at  the  last  quoted  bid  price.  Short-term
investments  (excluding  purchased options)  are  valued  at
amortized cost which approximates fair value. Purchased  and
written options are valued at the last quoted asked price.

The  Corporation adopted Financial Accounting Standard Board
Statement  of Financial Accounting Standards No.  157,  Fair
Value  Measurements ("FAS 157"), effective January 1,  2008.
There was no impact on the fair value of assets individually
or  in aggregate upon adoption. In accordance with FAS  157,
fair  value  is  defined as the price that  the  Corporation
would  receive  upon  selling an investment  in  an  orderly
transaction  to an independent buyer. FAS 157 established  a
three-tier  hierarchy  to establish classification  of  fair
value measurements, summarized as follows:

  .     Level  1 -- fair value is determined based on market
     data obtained from independent sources; for example, quoted
     prices in active markets for identical investments,
  .     Level  2  --  fair value is determined  using  other
     assumptions obtained from independent sources; for example,
     quoted prices for similar investments,
  .     Level  3  --  fair  value is  determined  using  the
     Corporation's own assumptions, developed based on the best
     information available in the circumstances.

The  Corporation's  investments at September  30,  2008  are
classified as follows:


<TABLE>
<CAPTION>
                                         Investment in
                                          securities    Written options
                                        --------------  ---------------
         <S>                            <C>             <C>
         Level 1                        $  783,078,927      $2,000
         Level 2                            56,954,935*        --
         Level 3                              --               --
         --------------------------------------------------------------
         Total                            $840,033,862      $2,000
</TABLE>
- ------------------------------------------------------------
- --------------------

*  Consists of short-term investments and securities lending
collateral.


For  federal  income  tax purposes, the identified  cost  of
securities  at September 30, 2008 was $467,059,897  and  net
unrealized  appreciation aggregated $372,973,965,  of  which
the  related  gross unrealized appreciation and depreciation
were $399,448,533 and $26,474,568, respectively.


8 . PORTFOLIO SECURITIES LOANED
The  Corporation  makes  loans  of  securities  to  approved
brokers to earn additional income. It receives as collateral
cash  deposits, U.S. Government securities, or bank  letters
of  credit valued at 102% of the value of the securities  on
loan.   The  market  value  of  the  loaned  securities   is
calculated based upon the most recent closing prices and any
additional   required  collateral  is   delivered   to   the
Corporation  on  the next business day.  Cash  deposits  are
placed in an investment trust fund that may invest in  money
market instruments, commercial paper, repurchase agreements,
U.S.  Treasury  Bills,  and  U.S.  agency  obligations.  The
Corporation accounts for securities lending transactions  as
secured  financing and receives compensation in the form  of
fees  or retains a portion of interest on the investment  of
any  cash  received  as  collateral.  The  Corporation  also
continues to receive interest or dividends on the securities
loaned. Gain or loss in the fair value of securities  loaned
that  may occur during the term of the loan will be for  the
account  of  the  Corporation. At September  30,  2008,  the
Corporation had securities on loan of $51,290,735  and  held
cash  collateral of $49,020,899; additional  collateral  was
delivered  the  next  business day in  accordance  with  the
procedure described above. The Corporation is indemnified by
the  Custodian, serving as lending agent, for loss of loaned
securities and has the right under the lending agreement  to
recover the securities from the borrower on demand.


Item 2.  CONTROLS AND PROCEDURES.

Conclusions  of principal officers concerning  controls  and
procedures:

(a)   As  of  October 24, 2008, an evaluation was  performed
under  the  supervision and with the  participation  of  the
officers  of   Petroleum   &   Resources  Corporation   (the
"Corporation"),  including the principal  executive  officer
("PEO")  and  principal financial officer  ("PFO"),  of  the
effectiveness of the  Corporation's disclosure controls  and
procedures.   Based  on that evaluation,  the  Corporation's
officers, including the PEO and PFO, concluded that,  as  of
October 24, 2008, the Corporation's disclosure controls  and
procedures  were reasonably designed so as  to  ensure:  (1)
that information required to be disclosed by the Corporation
on Form  N-Q is recorded, processed, summarized and reported
within the time periods specified by the rules and forms  of
the   Securities  and  Exchange  Commission;  and  (2)  that
material  information relating to the  Corporation  is  made
known  to  the  PEO and PFO as appropriate to  allow  timely
decisions regarding required disclosure.

(b)    There  have  been  no  significant  changes  in   the
Corporation's internal control over financial reporting  (as
defined  in Rule 30 a-3(d) under the Investment Company  Act
of  1940  (17  CFR  270.30a-3(d)) that occurred  during  the
Corporation's  last  fiscal  quarter  that  have  materially
affected, or are reasonably likely to materially affect, the
Corporation's internal control over financial reporting.


Item 3.  EXHIBITS.

The  certifications of the principal executive  officer  and
principal financial officer pursuant to Rule 30 a-2(a) under
the  Investment Company Act of 1940 are attached  hereto  as
Form N-Q Certifications.



SIGNATURES

Pursuant to the requirements of the Securities Exchange  Act
of  1934  and  the  Investment  Company  Act  of  1940,  the
registrant has duly caused this report to be signed  on  its
behalf by the undersigned, thereunto duly authorized.

PETROLEUM & RESOURCES CORPORATION

BY: /s/ Douglas G. Ober
        -----------------------
        Douglas G. Ober
        Chief Executive Officer

Date:   October 24, 2008


Pursuant to the requirements of the Securities Exchange  Act
of  1934 and the Investment Company Act of 1940, this report
has been signed below by the following persons on behalf  of
the  registrant  and  in the capacities  and  on  the  dates
indicated.

BY: /s/ Douglas G. Ober
        -----------------------
        Douglas G. Ober
        Chief Executive Officer
	(Principal Executive Officer)

Date:   October 24, 2008


BY: /s/ Maureen A. Jones
        -----------------------
        Maureen A. Jones
        Vice President, Chief Financial Officer and Treasurer
	(Principal Financial Officer)

Date:   October 24, 2008
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.CERT
<SEQUENCE>2
<FILENAME>peonqcert09302008.txt
<TEXT>
FORM N-Q CERTIFICATIONS


I, Douglas G. Ober, certify that:

1.   I   have  reviewed this report on Form N-Q of Petroleum
& Resources Corporation;

2.   Based on my knowledge, this report does not contain any
untrue  statement  of a material fact or  omit  to  state  a
material  fact  necessary to make the  statements  made,  in
light of the circumstances under which such statements  were
made,  not misleading with respect to the period covered  by
this report;

3.   Based  on  my  knowledge, the schedules of  investments
included  in  this  report fairly present  in  all  material
respects the investments of the registrant as of the end  of
the fiscal quarter for which the report is filed;

4.   The registrant's other certifying officer(s) and I  are
responsible  for  establishing  and  maintaining  disclosure
controls  and procedures (as defined in Rule 30a-3(c)  under
the  Investment  Company Act of 1940) and  internal  control
over  financial reporting (as defined in Rule 30a-3(d) under
the  Investment Company Act of 1940) for the registrant  and
have:

(a)   Designed  such disclosure controls and procedures,  or
caused  such  disclosure  controls  and  procedures  to   be
designed  under  our  supervision, to ensure  that  material
information  relating  to  the  registrant,  including   its
consolidated  subsidiaries, is made known to  us  by  others
within  those  entities, particularly during the  period  in
which this report is being prepared;

(b)    Designed   such  internal  control   over   financial
reporting,  or  caused such internal control over  financial
reporting  to be designed under our supervision, 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;

(c)    Evaluated  the  effectiveness  of  the   registrant's
disclosure  controls and procedures and  presented  in  this
report  our  conclusions  about  the  effectiveness  of  the
disclosure controls and procedures, as of a date  within  90
days  prior to the filing date of this report, based on such
evaluation; and

(d)  Disclosed in this report any change in the registrant's
internal  control  over  financial reporting  that  occurred
during the registrant's most recent fiscal quarter that  has
materially  affected, or is reasonably likely to  materially
affect,  the  registrant's internal control  over  financial
reporting; and

5.   The registrant's other certifying officer(s) and I have
disclosed  to  the  registrant's  auditors  and  the   audit
committee of the registrant's board of directors (or persons
performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in
the  design or operation of internal control over  financial
reporting  which  are reasonably likely to adversely  affect
the  registrant's ability to record, process, summarize, and
report financial information; and

(b)   Any  fraud,  whether  or not material,  that  involves
management or other employees who have a significant role in
the registrant's internal control over financial reporting.


BY: /s/ Douglas G. Ober
        -----------------------
        Douglas G. Ober
        Chief Executive Officer
	(Principal Executive Officer)

Date:   October 24, 2008



I, Maureen A. Jones, certify that:

1.   I   have  reviewed this report on Form N-Q of Petroleum
& Resources Corporation;

2.   Based on my knowledge, this report does not contain any
untrue  statement  of a material fact or  omit  to  state  a
material  fact  necessary to make the  statements  made,  in
light of the circumstances under which such statements  were
made,  not misleading with respect to the period covered  by
this report;

3.   Based  on  my  knowledge, the schedules of  investments
included  in  this  report fairly present  in  all  material
respects the investments of the registrant as of the end  of
the fiscal quarter for which the report is filed;

4.   The registrant's other certifying officer(s) and I  are
responsible  for  establishing  and  maintaining  disclosure
controls  and procedures (as defined in Rule 30a-3(c)  under
the  Investment  Company Act of 1940) and  internal  control
over  financial reporting (as defined in Rule 30a-3(d) under
the  Investment Company Act of 1940) for the registrant  and
have:

(a)   Designed  such disclosure controls and procedures,  or
caused  such  disclosure  controls  and  procedures  to   be
designed  under  our  supervision, to ensure  that  material
information  relating  to  the  registrant,  including   its
consolidated  subsidiaries, is made known to  us  by  others
within  those  entities, particularly during the  period  in
which this report is being prepared;

(b)    Designed   such  internal  control   over   financial
reporting,  or  caused such internal control over  financial
reporting  to be designed under our supervision, 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;

(c)    Evaluated  the  effectiveness  of  the   registrant's
disclosure  controls and procedures and  presented  in  this
report  our  conclusions  about  the  effectiveness  of  the
disclosure controls and procedures, as of a date  within  90
days  prior to the filing date of this report, based on such
evaluation; and

(d)  Disclosed in this report any change in the registrant's
internal  control  over  financial reporting  that  occurred
during the registrant's most recent fiscal quarter that  has
materially  affected, or is reasonably likely to  materially
affect,  the  registrant's internal control  over  financial
reporting; and

5.   The registrant's other certifying officer(s) and I have
disclosed  to  the  registrant's  auditors  and  the   audit
committee of the registrant's board of directors (or persons
performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in
the  design or operation of internal control over  financial
reporting  which  are reasonably likely to adversely  affect
the  registrant's ability to record, process, summarize, and
report financial information; and

(b)   Any  fraud,  whether  or not material,  that  involves
management or other employees who have a significant role in
the registrant's internal control over financial reporting.


BY: /s/ Maureen A. Jones
        -----------------------
	Maureen A. Jones
        Vice President, Chief Financial Officer and Treasurer
	(Principal Financial Officer)

Date:   October 24, 2008
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
