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: March 31, 2008 Item 1: SCHEDULE OF INVESTMENTS. SCHEDULE OF INVESTMENTS -------------------------------------------------------------------------------- March 31, 2008 (unaudited) Shares Value (A) - --------- ------------ Stocks And Convertible Securities -- 99.3% Energy -- 92.1% Integrated -- 35.5% Chevron Corp. 715,000 $ 61,032,400 ConocoPhillips 556,891 42,440,663 Exxon Mobil Corp. 1,245,000 105,302,100 Hess Corp. 195,000 17,195,100 Marathon Oil Co. 240,000 10,944,000 Murphy Oil Corp. 216,500 17,783,310 Royal Dutch Shell plc ADR 265,000 18,279,700 Suncor Energy 90,000 8,671,500 Total S.A. ADR 390,000 28,863,900 Valero Energy Corp. 425,000 20,871,750 ------------ 331,384,423 ------------ Exploration & Production -- 18.4% Apache Corp. 200,000 24,164,000 Devon Energy Corp. 330,000 34,428,900 EOG Resources, Inc. (B) 230,000 27,600,000 Forest Oil Corp (C) 37,000 1,811,520 Noble Energy, Inc. 340,000 24,752,000 Occidental Petroleum Corp. 400,000 29,268,000 XTO Energy Inc. 487,500 30,156,750 ------------ 172,181,170 ------------ Services -- 24.3% Baker Hughes, Inc. 205,000 14,042,500 BJ Services Co. 202,600 5,776,126 ENSCO International, Inc. 209,150 13,096,973 Grant Prideco Inc. (C) 308,000 15,159,760 Hercules Offshore, Inc. (B) (C) 600,000 15,072,000 Nabors Industries Ltd. (C) 520,000 17,560,400 Noble Corp. 600,000 29,802,000 Schlumberger Ltd. 560,000 48,720,000 Transocean Inc. (C) 237,953 32,171,246 Weatherford International, Ltd. (C) 493,560 35,768,293 ------------ 227,169,298 ------------ Utilities -- 13.9% AGL Resources Inc. 170,000 5,834,400 Duke Energy Corp. 217,624 3,884,588 Energen Corp. 400,000 24,920,000 Equitable Resources Inc. 450,000 26,505,000 MDU Resources Group, Inc. 375,000 9,206,250 National Fuel Gas Co. 200,000 9,442,000 New Jersey Resources Corp. 300,000 9,315,000 Northeast Utilities 200,000 4,908,000 Questar Corp. 320,000 18,099,200 Spectra Energy Corp. 108,812 2,475,473 Williams Companies, Inc. 450,000 14,841,000 ------------ 129,430,911 ------------ Shares/ Prin. Amt. Value (A) - ---------- ------------ Basic Industries -- 7.2% Basic Materials & Other -- 7.2% Air Products and Chemicals, Inc. 115,000 $ 10,580,000 Aqua America, Inc. (B) 281,000 5,277,180 du Pont (E.I.) de Nemours and Co. 157,500 7,364,700 General Electric Co. 164,000 6,069,640 International Coal Group, Inc. (B) (C) 3,000,000 19,050,000 Lubrizol Corp. 135,000 7,493,850 Massey Energy Co. 96,879 3,536,084 Rohm & Haas Co. 150,000 8,112,000 ------------ 67,483,454 ------------ Total Stocks And Convertible Securities (Cost $366,034,527) (D) 927,649,256 ------------ Short-Term Investments -- 0.9% U.S. Government Obligations -- 0.3% U.S. Treasury Bills, 2.18%, due 5/15/08 $3,000,000 2,992,007 ------------ Time Deposit -- 0.0% Wachovia Bank, 1.70%, due 4/1/08 218,353 ------------ Commercial Paper -- 0.6% Chevron Funding Corp., 2.05%, due 4/3/08 $1,000,000 999,810 General Electric Capital Corp., 2.28%, due 4/1/08 $2,000,000 2,000,000 Toyota Motor Credit Corp., 1.79%, due 4/3/08 $2,500,000 2,499,751 ------------ 5,499,561 ------------ Total Short-Term Investments (Cost $8,709,921) 8,709,921 -------------- Total Securities Lending Collateral -- 6.9% (Cost $64,411,555) Brown Brothers Investment Trust, 3.02%, due 4/1/08 64,411,555 -------------- Total Investments -- 107.1% (Cost $439,156,003) 1,000,770,732 Cash, receivables, prepaid expenses and other assets, less liabilities -- (7.1)% (66,153,187) -------------- Net Assets -- 100% $ 934,617,545 ============== -------------------------------------------------------------------------------- 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)Some of the shares of this company are on loan. See note 8 to financial statements. (C)Presently non-dividend paying. (D)The aggregate market value of stocks held in escrow at March 31, 2008 covering open call option contracts written was $6,055,800. 10 SCHEDULE OF OUTSTANDING OPTION CONTRACTS -------------------------------------------------------------------------------- March 31, 2008 (unaudited) Contracts Contract (100 shares Expiration Appreciation/ each) Security Strike Price Date (Depreciation) ------------------------------------------------------------------------------------ COVERED CALLS 100 Air Products and Chemicals, Inc. $ 115 Sep 08 $(1,800) 100 ENSCO International, Inc........ 65 Apr 08 (5,290) 100 Equitable Resources Inc......... 65 Jun 08 700 100 Marathon Oil Co................. 55 Apr 08 19,780 100 Marathon Oil Co................. 60 Apr 08 9,200 100 Rohm & Haas Co.................. 55 Apr 08 (1,800) 100 Rohm & Haas Co.................. 60 Apr 08 12,199 100 Suncor Energy................... 125 Jun 08 3,700 100 Suncor Energy................... 135 Sep 08 (800) --- -------- 900 $35,889 === ======== (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 March 31, 2008 are classified as follows: Investment in securities Written options -------------- --------------- Level 1 $ 927,649,256 $78,000 Level 2 73,121,476* -- Level 3 -- -- -------------------------------------------------------------- Total $1,000,770,732 $78,000 ------------------------------------------------------------ -------------------- *Comprised of short-term investments and securities lending collateral. 8. PORTFOLIO SECURITIES LOANED The Corporation makes loans of securities to brokers, secured by cash deposits, U.S. Government securities, or bank letters of credit. 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. The loans are secured at all times by collateral of at least 102% of the fair value of the securities loaned plus accrued interest. 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 March 31, 2008, the Corporation had securities on loan of $62,377,240 and held collateral of $64,411,555, consisting of an investment trust fund which may invest in money market instruments, commercial paper, repurchase agreements, U.S. Treasury Bills, and U.S. agency obligations. Item 2. CONTROLS AND PROCEDURES. Conclusions of principal officers concerning controls and procedures: (a) As of April 30, 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 April 30, 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: April 30, 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: April 30, 2008 BY: /s/ Maureen A. Jones ----------------------- Maureen A. Jones Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) Date: April 30, 2008