<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 Stockholders of
     Petroleum & Resources Corporation

In planning and performing our audit of the financial statements
of Petroleum & Resources Corporation ("the Corporation") as of and
for the year ended December 31, 2011, 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 corporation; (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
corporation are being made only in accordance with authorizations
of management and directors of the corporation; 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, 2011.

This report is intended solely for the information and use of
management and the Board of Directors of Petroleum & 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 10, 2012




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