<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, 2012, 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, 2012.

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 15, 2013
</TEXT>
</DOCUMENT>
