The Annual Meeting of Stockholders was held on March 28, 2000. For those nomi-
nated, the following votes were cast for directors:

                                       votes for  votes withheld
                                      ----------  --------------
  (A) Enrique R. Arzac:               12,286,551         208,211     
  (B) Daniel E. Emerson:              12,243,420         251,342     
  (C) Thomas H. Lenagh:               12,197,845         296,917     
  (D) W.D. MacCallan:                 12,274,118         220,644     
  (E) W. Perry Neff:                  12,240,693         254,069     
  (F) Douglas G. Ober:                12,291,881         202,881     
  (G) Landon Peters:                  12,263,584         231,178     
  (H) John J. Roberts:                12,197,563         297,199     
  (I) Susan C. Schwab:                12,242,483         252,279     
  (J) Robert J.M. Wilson:             12,228,467         266,295      
 
A proposal to approve and ratify the selection of PricewaterhouseCoopers LLP
as the firm of independent accountants of the Corporation for 2000 was ap-
proved with 12,273,718 votes for, 110,104 votes against, and 110,940 votes ab-
staining.
 
A proposal to approve an amendment to Article SIXTH of the Articles of Incor-
poration to increase the number of authorized shares of Common Stock of the
Corporation from 25,000,000 shares to 50,000,000 shares and to remove a class
of convertible preferred stock, par value $25.00 per share, was approved with
11,634,459 votes for, 665,175 votes against, and 195,128 votes abstaining.
 
A proposal to approve an amendment to the Corporation's investment policy to
change the Corporation's subclassification under the Investment Company Act of
1940 from a diversified investment company to a non-diversified investment
company was approved with 7,957,752 votes for, 380,811 votes against, and
260,762 votes abstaining.
 
Stockholder proposals to be included in the proxy statement for next year's
Annual Meeting must be received at the offices of the Corporation by Octo-
ber 26, 2000. The date stated in the 2000 Proxy Statement was incorrect.

 
                              -------------------
 
  This report, including the financial statements herein, is transmitted
  to the stockholders of Petroleum & Resources Corporation for their in-
  formation. It is not a prospectus, circular or representation intended
  for use in the purchase or sale of shares of the Corporation or of any
  securities mentioned in this report. The rates of return will vary and
  the market value of an investment will fluctuate Shares, if sold, may be
  worth more or less than their original cost. Past performance is not in-
  dicative of future investment results.