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

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               (Exact name of registrant as specified in charter)

           7 Saint Paul Street, Suite 1140, Baltimore, Maryland 21202
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               (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
                                            ==============
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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

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                                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)
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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