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, 2004 Date of reporting period: September 30, 2004 Item 1: SCHEDULE OF INVESTMENTS. SCHEDULE OF INVESTMENTS -------------------------------------------------------------------------------- September 30, 2004 (unaudited) Prin. Amt. or Shares Value (A) ---------- ------------ Stocks And Convertible Securities -- 87.4% Energy -- 76.5% Internationals -- 25.4% BP plc ADR 600,000 $ 34,518,000 ChevronTexaco Corp. 540,000 28,965,600 Exxon Mobil Corp. 1,050,000 50,746,500 Royal Dutch Petroleum Co. ADR 400,000 20,640,000 "Shell" Transport and Trading Co., plc ADR 85,000 3,783,350 Total S.A. ADR (B) 140,000 14,303,800 ------------ 152,957,250 ------------ Domestics -- 8.2% Amerada Hess Corp. 100,000 8,900,000 ConocoPhillips 300,000 24,855,000 Kerr McGee Corp. 177,153 10,142,009 Murphy Oil Corp. 65,000 5,640,050 ------------ 49,537,059 ------------ Producers -- 14.5% Apache Corp. 190,000 9,520,900 Burlington Resources Inc. 266,800 10,885,440 Devon Energy Corp. 198,720 14,111,107 EOG Resources, Inc. 180,000 11,853,000 Noble Energy, Inc. 185,000 10,774,400 Occidental Petroleum Corp. 200,000 11,186,000 Pioneer Natural Resources Co. (C) 316,000 10,895,680 XTO Energy Inc. 250,000 8,120,000 ------------ 87,346,527 ------------ Distributors -- 14.6% AGL Resources Inc. 250,000 7,692,500 Aquila Inc. (B) (C) 2,000,000 6,240,000 Duke Energy Corp. 217,624 4,981,413 Energen Corp. 200,000 10,310,000 Equitable Resources Inc. 250,000 13,577,500 Keyspan Corp. 220,000 8,624,000 MDU Resources Group, Inc. 250,000 6,582,500 National Fuel Gas Co. 200,000 5,666,000 New Jersey Resources Corp. 277,500 11,488,500 Questar Corp. 200,000 9,164,000 Williams Companies, Inc. 9.0% FELINE PACS due 2005 120,000 1,620,000 Williams Companies, Inc. 200,000 2,420,000 ------------ 88,366,413 ------------ Prin. Amt. or Shares Value (A) ---------- ------------ Services -- 13.8% Baker Hughes, Inc. (B) 130,000 $ 5,683,600 BJ Services Co. (C) 370,000 19,391,700 GlobalSantaFe Corp. 200,000 6,130,000 Grant Prideco Inc. (C) 308,000 6,310,920 Nabors Industries Ltd. (C) 175,000 8,286,250 Noble Corp. (C) 185,000 8,315,750 Schlumberger Ltd. 280,000 18,846,800 Weatherford International, Ltd. (C) 205,000 10,459,100 ------------ 83,424,120 ------------ Basic Industries -- 10.9% Basic Materials & Other -- 8.4% Air Products and Chemicals, Inc. 125,000 6,797,500 Aqua America, Inc. 315,000 6,964,650 Arch Coal Inc. 156,000 5,536,440 du Pont (E.I.) de Nemours and Co. 175,000 7,490,000 General Electric Co. 454,800 15,272,185 Rohm & Haas Co. 200,000 8,594,000 ------------ 50,654,775 ------------ Paper and Forest Products -- 2.5% Boise Cascade Corp. 7.5% ACES due 2004 51,000 2,534,700 Boise Cascade Corp. 205,000 6,822,400 Smurfit-Stone Container Corp. (C) 300,000 5,811,000 ------------ 15,168,100 ------------ Total Stocks And Convertible Securities (Cost $273,689,140) (D) $527,454,244 ------------ SCHEDULE OF INVESTMENTS (continued) -------------------------------------------------------------------------------- September 30, 2004 (unaudited) Prin. Amt. Value (A) ----------- ----------- Short-Term Investments --11.6% U.S. Government Obligations -- 1.7% U.S. Treasury Bills, 1.38%, due 11/18/04 $10,000,000 $ 9,980,933 ----------- Commercial Paper -- 9.9% American General Finance Corp., 1.66-1.76%, due 10/19/04-10/26/04 7,000,000 6,993,249 Caterpillar Financial Services Corp., 1.69%, due 10/13/04 4,000,000 3,997,747 ChevronTexaco Funding Corp., 1.46-1.72%, due 10/7/04-11/9/04 6,435,000 6,427,820 Coca-Cola Corp., 1.72%, due 11/4/04 3,395,000 3,389,485 Coca-Cola Enterprises Inc., 1.76%, due 10/19/04 3,605,000 3,601,828 General Electric Capital Corp., 1.59-1.77%, due 10/7/04-11/16/04 6,595,000 6,586,439 GMAC New Center Asset Trust, 1.40-1.42%, due 10/5/04-10/7/04 7,000,000 6,995,847 Nestle Capital Corp., 1.72%, due 11/2/04 4,670,000 4,662,860 Proctor & Gamble Co., 1.71%, due 11/4/04 6,310,000 6,299,809 Toyota Motor Credit Corp., 1.59-1.71%, due 10/7/04-10/28/04 8,280,000 8,275,102 Unilever Capital Corp., 1.69%, due 10/18/04 2,690,000 2,687,853 ----------- 59,918,039 ----------- Total Short-Term Investments (Cost $69,898,972) $69,898,972 ----------- Value (A) ------------ Securities Lending Collateral -- 1.4% Money Market Fund BNY Institutional Cash Reserves Fund, 1.79%, due 10/1/04 $ 8,703,281 ------------ Total Securities Lending Collateral (Cost $8,703,281) 8,703,281 ------------ Total Investments -- 100.4% (Cost $352,291,393) 606,056,497 Cash, receivables and other assets, less liabilities -- (0.4)% (2,583,031) ------------ Net Assets -- 100.0% $603,473,466 ============ -------------------------------------------------------------------------------- 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 or all of these securities are on loan. See note 7 to financial statements. (C) Presently non-dividend paying. (D) The aggregate market value of stocks held in escrow at September 30, 2004 covering open call option contracts written was $8,347,400. In addition, the aggregate market value of securities segregated by the Corporation's custodian required to collateralize open put option contracts written was $7,587,500. SCHEDULE OF OUTSTANDING OPTION CONTRACTS -------------------------------------------------------------------------------- September 30, 2004 (unaudited) Contracts Contract (100 shares Strike Expiration Appreciation/ each) Security Price Date (Depreciation) ----------- -------- ------ ---------- -------------- COVERED CALLS 100 Amerada Hess Corp. $ 85 Nov 04 $ (45,800) 150 Amerada Hess Corp. 90 Jan 05 (47,761) 250 Boise Cascade Corp. 40 Nov 04 24,249 200 Burlington Resources Inc. 40 Jan 05 (37,601) 200 ConocoPhillips 80 Jan 05 (72,601) 150 Royal Dutch Petroleum Co. 55 Jan 05 1,900 100 Total S.A. 105 Nov 04 2,200 100 Total S.A. 105 Feb 05 (11,300) ----- --------- 1,250 (186,714) ----- --------- COLLATERALIZED PUTS 200 Baker Hughes, Inc. 30 Oct 04 21,549 100 ConocoPhillips 70 Jan 05 5,200 150 du Pont (E.I.) de Nemours and Co. 37.50 Oct 04 13,050 72 Murphy Oil Corp. 50 Oct 04 5,544 135 Murphy Oil Corp. 75 Nov 04 2,340 100 Murphy Oil Corp. 60 Jan 05 6,600 135 Murphy Oil Corp. 65 Jan 05 966 100 Noble Energy, Inc. 50 Jan 05 6,200 250 Precision Drilling Corp. 45 Mar 05 18,099 100 Schlumberger Ltd. 50 Nov 04 18,099 150 Schlumberger Ltd. 50 Jan 05 11,550 ----- --------- 1,492 109,197 ----- --------- $ (77,517) ========= (SELECTED) NOTES TO FINANCIAL STATEMENTS (Unaudited) -------------------------------------------------------------------------------- Petroleum & Resources Corporation (the Corporation) is registered under the Investment Company Act of 1940 as a non- diversified investment company. The Corporations investment objectives as well as the nature and risk of its investment transactions are set forth in the Corporations registration statement. 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. Purchased and written options are valued at the last quoted asked price. 7 . 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 September 30, 2004, the Corporation had securities on loan of $7,357,118 and held collateral of $8,703,281, consisting of a money market fund. Item 2. CONTROLS AND PROCEDURES. Conclusions of principal officers concerning controls and procedures: (a) As of November 11, 2004, 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 November 11, 2004, 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 Corporations internal control over financial reporting (as defined in Rule 30a-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 has materially affected, or is 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 Rule30a-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: November 11, 2004 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: November 11, 2004 BY: /s/ Maureen A. Jones ----------------------- Maureen A. Jones Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) Date: November 11, 2004