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, 2007 Date of reporting period: September 30, 2007 SCHEDULE OF INVESTMENTS -------------------------------------------------------------------------------- September 30, 2007 (unaudited) Shares Value (A) --------- ------------ Stocks And Convertible Securities -- 94.0% Energy -- 87.9% Integrated -- 36.9% Chevron Corp. 715,000 $ 66,909,700 ConocoPhillips 556,891 48,878,323 Exxon Mobil Corp. 1,245,000 115,237,200 Hess Corp. (B) 195,000 12,973,350 Marathon Oil Co. 240,000 13,684,800 Murphy Oil Corp. 216,500 15,131,185 Royal Dutch Shell plc ADR 265,000 21,777,700 Suncor Energy 90,000 8,532,900 Total S.A. ADR 390,000 31,601,700 Valero Energy Corp. 425,000 28,551,500 ------------ 363,278,358 ------------ Exploration & Production -- 14.4% Apache Corp. 158,200 14,247,492 Devon Energy Corp. 330,000 27,456,000 EOG Resources, Inc. (B) 230,000 16,635,900 Forest Oil Corp (C) 37,000 1,592,480 Newfield Exploration Co. (C) 175,000 8,428,000 Noble Energy, Inc. 340,000 23,813,600 Occidental Petroleum Corp. 400,000 25,632,000 XTO Energy Inc. 390,000 24,117,600 ------------ 141,923,072 ------------ Services -- 23.4% Baker Hughes, Inc. 205,000 18,525,850 BJ Services Co. 240,000 6,372,000 Bronco Drilling Co., Inc. (B) (C) 240,000 3,552,000 ENSCO International, Inc. 209,150 11,733,315 GlobalSantaFe Corp. 290,000 22,045,800 Grant Prideco Inc. (C) 308,000 16,792,160 Hercules Offshore, Inc. (B) (C) 542,320 14,159,975 Nabors Industries Ltd. (C) 520,000 16,000,400 Noble Corp. 600,000 29,430,000 Schlumberger Ltd. (B) 560,000 58,800,000 Weatherford International, Ltd. (C) 493,560 33,157,361 ------------ 230,568,861 ------------ Shares Value (A) ------- ------------ Utilities -- 13.2% AGL Resources Inc. 170,000 $ 6,735,400 Duke Energy Corp. 217,624 4,067,392 Energen Corp. 400,000 22,848,000 Equitable Resources Inc. 450,000 23,341,500 MDU Resources Group, Inc. 375,000 10,440,000 National Fuel Gas Co. (B) 200,000 9,362,000 New Jersey Resources Corp. 200,000 9,918,000 Northeast Utilities 100,000 2,857,000 Questar Corp. 320,000 16,809,600 SEMCO Energy, Inc. (C) 670,300 5,288,667 Spectra Energy Corp. 108,812 2,663,718 Williams Companies, Inc. 450,000 15,327,000 ------------ 129,658,277 ------------ Basic Industries -- 6.1% Basic Materials & Other -- 6.1% Air Products and Chemicals, Inc. 115,000 11,242,400 Aqua America, Inc. (B) 281,000 6,373,080 du Pont (E.I.) de Nemours and Co. 157,500 7,805,700 General Electric Co. 370,000 15,318,000 Lubrizol Corp. 125,000 8,132,500 Rohm & Haas Co. 200,000 11,134,000 ------------ 60,005,680 ------------ Total Stocks And Convertible Securities (Cost $343,591,848) (D) $925,434,248 ------------ 9 SCHEDULE OF INVESTMENTS (continued) -------------------------------------------------------------------------------- September 30, 2007 (unaudited) Prin. Amt. Value (A) ----------- ----------- Short-Term Investments -- 6.1% U.S. Government Obligations -- 1.5% U.S. Treasury Bills, 4.29-4.65%, due 11/15/07 $15,000,000 $14,914,163 ----------- Time Deposit -- 0.0% Citibank, N.A., 4.37%, due 10/1/07 294,132 294,132 ----------- Commercial Paper -- 4.6% American Express Credit Corp., 4.70-5.21%, due 10/9/07-11/1/07 7,000,000 6,980,775 American General Finance, Inc., 4.78-5.15%, due 10/4/07- 10/18/07 6,400,000 6,391,403 Chevron Funding Corp., 4.95%, due 10/16/07 4,800,000 4,790,100 Coca-Cola Enterprises Inc., 4.85%, due 10/22/07 3,600,000 3,589,815 General Electric Capital Corp., 4.98%, due 10/4/07 2,000,000 1,999,170 General Electric Capital Services Corp., 4.72%, due 10/23/07 5,000,000 4,985,578 LaSalle Bank Corp., 5.00%, due 10/11/07 1,500,000 1,497,917 Prin. Amt. Value (A) ----------- -------------- Prudential Funding, LLC, 5.23%, due 10/2/07 $ 5,500,000 $ 5,499,201 Toyota Motor Credit Corp., 5.14-5.21%, due 10/9/07- 10/11/07 7,000,000 6,990,599 United Parcel Service of America, Inc., 4.40%, due 10/30/07 2,300,000 2,291,848 -------------- 45,016,406 -------------- Total Short-Term Investments (Cost $60,224,701) 60,224,701 -------------- Total Securities Lending Collateral -- 6.3% (Cost $62,045,317) Brown Brothers Investment Trust, 5.24%, due 10/1/07 62,045,317 -------------- Total Investments -- 106.4% (Cost $465,861,866) 1,047,704,266 Cash, receivables, prepaid expenses and other assets, less liabilities -- (6.4)% (63,476,698) -------------- Net Assets -- 100% $ 984,227,568 ============== -------------------------------------------------------------------------------- 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 September 30, 2007 covering open call option contracts written was $1,925,180. In addition, the aggregate market value of securities segregated by the Corporation's custodian required to collateralize open put option contracts written was $3,895,000. 10 PORTFOLIO SUMMARY -------------------------------------------------------------------------------- September 30, 2007 (unaudited) TEN LARGEST PORTFOLIO HOLDINGS Market Value % of Net Assets -------------------------------------------------------------- Exxon Mobil Corp. $115,237,200 11.7% Chevron Corp. 66,909,700 6.8 Schlumberger Ltd. 58,800,000 6.0 ConocoPhillips 48,878,323 5.0 Weatherford International, Ltd. 33,157,361 3.3 Total S.A. ADR 31,601,700 3.2 Noble Corp. 29,430,000 3.0 Valero Energy Corp. 28,551,500 2.9 Devon Energy Corp. 27,456,000 2.8 Occidental Petroleum Corp. 25,632,000 2.6 ------------ ---- Total $465,653,784 47.3% -------------------------------------------------------------- SECTOR WEIGHTINGS [CHART] Integrated 36.9% Exploration & Production 14.4% Services 23.4% Utilities 13.2% Basic Materials & Other 6.1% Short-Term Investments 6.1% 11 SCHEDULE OF OUTSTANDING OPTION CONTRACTS -------------------------------------------------------------------------------- September 30, 2007 (unaudited) Contracts Contract (100 shares Strike Expiration Appreciation/ each) Security Price Date (Depreciation) ----------------------------------------------------------------------- COVERED CALLS 240 Marathon Oil Co....... $62.50 Oct 07 $ 5,640 100 Rohm & Haas Co........ 55 Oct 07 (4,037) --- ------- 340 1,603 --- ------- COLLATERALIZED PUTS 150 GlobalSantaFe Corp.... 60 Oct 07 12,300 100 Lubrizol Corp......... 55 Dec 07 4,700 100 Lubrizol Corp......... 60 Dec 07 (5,800) 180 Noble Corp............ 40 Dec 07 1,529 150 Total S.A. ADR........ 75 Nov 07 (4,200) --- ------- 680 8,529 --- ------- $10,132 ======= 12 (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 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 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. For federal income tax purposes, the identified cost of securities at September 30, 2007 was $465,832,043 and net unrealized appreciation aggregated $581,872,223, of which the related gross unrealized appreciation and depreciation were $583,698,982 and $1,826,759, respectively. 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 September 30, 2007, the Corporation had securities on loan of $60,681,454 and held collateral of $62,045,317, 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 October 17, 2007, 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 October 17, 2007, 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: October 22, 2007 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: October 22, 2007 BY: /s/ Maureen A. Jones ----------------------- Maureen A. Jones Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) Date: October 22, 2007