<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,  2008,
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, 2008.

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 11, 2009


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</DOCUMENT>
