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: March 31, 2007 Item 1: SCHEDULE OF INVESTMENTS. SCHEDULE OF INVESTMENTS -------------------------------------------------------------------------------- March 31, 2007 (unaudited) Shares Value (A) - --------- ------------ Stocks And Convertible Securities --95.5% Energy --88.5% Integrated --37.4% BP plc ADR 180,000 $ 11,655,000 Chevron Corp. 635,000 46,964,600 ConocoPhillips 556,891 38,063,500 Exxon Mobil Corp. 1,245,000 93,935,250 Hess Corp. (B) 195,000 10,816,650 Holly Corp. 360,000 21,348,000 Marathon Oil Co. 120,000 11,859,600 Murphy Oil Corp. 216,500 11,561,100 Royal Dutch Shell plc ADR 265,000 17,569,500 Suncor Energy 100,000 7,635,000 Total S.A. ADR 220,000 15,351,600 Valero Energy Corp. 435,000 28,053,150 ------------ 314,812,950 ------------ Exploration & Production --15.6% Apache Corp. 158,200 11,184,740 Devon Energy Corp. 330,000 22,842,600 EOG Resources, Inc. 310,000 22,115,400 Forest Oil Corp (C) 37,000 1,234,690 Newfield Exploration Co. (C) 175,000 7,299,250 Noble Energy, Inc. 430,000 25,649,500 Occidental Petroleum Corp. 400,000 19,724,000 XTO Energy Inc. 390,000 21,375,900 ------------ 131,426,080 ------------ Services --21.0% Baker Hughes, Inc. 205,000 13,556,650 BJ Services Co. 420,000 11,718,000 Bronco Drilling Co., Inc. (C) 4,600 76,222 ENSCO International, Inc. 209,150 11,377,760 GlobalSantaFe Corp. 290,000 17,887,200 Grant Prideco Inc. (C) 308,000 15,350,720 Hercules Offshore, Inc. (B) 250,000 6,565,000 Nabors Industries Ltd. (C) 520,000 15,428,400 Noble Corp. 200,000 15,736,000 Schlumberger Ltd. 560,000 38,696,000 TODCO (C) 200,000 8,066,000 Weatherford International, Ltd. (C) 493,560 22,259,556 ------------ 176,717,508 ------------ Shares Value (A) - ------- ------------ Utilities --14.5% AGL Resources Inc. 170,000 $ 7,262,400 Duke Energy Corp. 217,624 4,415,591 Energen Corp. 400,000 20,356,000 Equitable Resources Inc. 450,000 21,744,000 MDU Resources Group, Inc. 375,000 10,777,500 National Fuel Gas Co. (B) 200,000 8,652,000 New Jersey Resources Corp. 200,000 10,010,000 Questar Corp. 200,000 17,842,000 SEMCO Energy, Inc. 670,300 5,107,686 Spectra Energy Corp. 108,812 2,858,491 Williams Companies, Inc. 450,000 12,807,000 ------------ 121,832,668 ------------ Basic Industries --7.0% Basic Materials & Other --7.0% Air Products and Chemicals, Inc. 125,000 9,236,250 Aqua America, Inc. 352,000 7,902,400 du Pont (E.I.) de Nemours and Co. 157,500 7,785,225 Florida Rock Industries Inc. 105,000 7,065,450 General Electric Co. 454,800 16,081,728 Martin Marietta Materials, Inc. 5,000 676,000 Rohm & Haas Co. 200,000 10,344,000 ------------ 59,091,053 ------------ Total Stocks And Convertible Securities (Cost $321,568,840) (D) $803,880,259 ------------ 9 SCHEDULE OF INVESTMENTS (continued) -------------------------------------------------------------------------------- March 31, 2007 (unaudited) Prin. Amt. Value (A) - ---------- ---------- Short-Term Investments --4.7% U.S. Government Obligations --1.1% U.S. Treasury Bills, 5.00%, due 5/17/07 $9,000,000 $8,932,917 ---------- Time Deposit --0.1% Citibank, N.A., 4.69%, due 4/2/07 461,982 ---------- Commercial Paper --3.5% American General Finance, Inc., 5.25%, due 4/19/07 2,800,000 2,792,650 AIG Funding, Inc., 5.24%, due 4/3/07 3,600,000 3,598,953 Chevron Funding Corp., 5.20-5.22%, due 4/5/07-4/19/07 7,000,000 6,990,063 General Electric Capital Corp., 5.22%, due 4/26/07 600,000 597,825 General Electric Capital Services Corp., 5.22%, due 4/12/07 6,400,000 6,389,792 Prin. Amt. Value (A) - ----------- ------------ Nestle Capital Co., 5.22%, due 4/17/07 $ 2,400,000 $ 2,394,432 Toyota Motor Credit Corp., 5.22%, due 4/5/07-4/18/07 7,000,000 6,988,965 ------------ 29,752,680 ------------ Total Short-Term Investments (Cost $39,147,579) 39,147,579 ------------ Total Securities Lending Collateral --2.2% (Cost $18,753,210) Brown Brothers Investment Trust, 5.26%, due 4/2/07 18,753,210 ------------ Total Investments --102.4% (Cost $379,469,629) 861,781,048 Cash, receivables, prepaid expenses and other assets, less liabilities --(2.4)% (20,124,026) ------------ Net Assets -- 100.0% $841,657,022 ============ -------------------------------------------------------------------------------- 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, 2007 covering open call option contracts written was $15,049,600. In addition, the aggregate market value of securities segregated by the Corporation's custodian required to collateralize open put option contracts written was $2,587,500. 10 SCHEDULE OF OUTSTANDING OPTION CONTRACTS -------------------------------------------------------------------------------- March 31, 2007 (unaudited) Contracts Contract (100 shares Strike Expiration Appreciation/ each) Security Price Date (Depreciation) ------------------------------------------------------------------------------ COVERED CALLS 100 Air Products and Chemicals, Inc. $ 80 Jun 07 $ 2,700 100 BP plc ADR...................... 70 Oct 07 (4,800) 150 Devon Energy Corp............... 75 Apr 07 16,799 150 EOG Resources, Inc.............. 75 Apr 07 8,674 100 Holly Corp...................... 60 Jun 07 (10,301) 100 Marathon Oil Co................. 105 Apr 07 14,724 50 Martin Marietta Materials, Inc.. 130 Apr 07 (25,764) 100 Noble Energy, Inc............... 70 Aug 07 200 200 Occidental Petroleum Corp....... 55 Aug 07 (9,601) 200 Questar Corp.................... 85 Apr 07 (58,101) 200 Questar Corp.................... 90 Apr 07 61,317 200 Questar Corp.................... 90 Jul 07 (69,601) 200 Suncor Energy................... 100 Sep 07 6,899 100 Valero Energy Corp.............. 70 Jun 07 (5,300) ----- -------- 1,950 (72,155) ----- -------- COLLATERALIZED PUTS 250 Bronco Drilling Co., Inc........ 12.50 Apr 07 16,250 250 ENSCO International, Inc........ 40 Jun 07 37,999 150 Exxon Mobil Corp................ 65 Jul 07 9,149 75 Florida Rock Industries Inc..... 40 Jun 07 4,275 ----- -------- 725 67,673 ----- -------- $ (4,482) ======== 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 March 31, 2007 was $379,439,805 and net unrealized appreciation aggregated $482,341,243, of which the related gross unrealized appreciation and depreciation were $483,421,998 and $1,080,755, 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 March 31, 2007, the Corporation had securities on loan of $18,102,026 and held collateral of $18,753,210, 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, 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 April 30, 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: April 30, 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: April 30, 2007 BY: /s/ Maureen A. Jones ----------------------- Maureen A. Jones Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) Date: April 30, 2007