PETROLEUM & RESOURCES CORPORATION
Seven St. Paul Street
Baltimore, Maryland 21202

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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February 16, 2001

Notice is hereby given that the Annual Meeting of Stockholders of
PETROLEUM & RESOURCES CORPORATION, a Maryland corporation (the "Corporation"),
will be held at the Radisson Hotel at Cross Keys, 5100 Falls Rd., Baltimore,
Maryland 21210, on Tuesday, March 27, 2001, at 10:00 a.m., for the following
purposes:

(a) to elect directors as identified in the Proxy Statement for the
ensuing year;

(b) to consider and vote upon the ratification of the selection of
PricewaterhouseCoopers LLP as the firm of independent accountants to audit the
books and accounts of the Corporation for or during the year ending December
31, 2001; and

The Board of Directors has fixed the close of business on February 16,
2001, as the record date for the determination of the stockholders entitled to
notice of and to vote at this meeting.

By order of the Board of Directors,

LAWRENCE L. HOOPER, JR.
Vice President, Secretary and
General Counsel

Baltimore, MD

Note: Stockholders who do not expect to attend the meeting are requested
to fill in, sign, date and return the accompanying proxy in the enclosed
envelope without delay.

PETROLEUM & RESOURCES CORPORATION
Seven St. Paul Street
Baltimore, MD 21202
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Proxy Statement
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This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Petroleum & Resources Corporation, a
Maryland corporation (the "Corporation"), for the Annual Meeting of
Stockholders to be held on Tuesday, March 27, 2001, and is first being sent to
stockholders on or about February 23, 2001.

Only stockholders of record at the close of business on February 16, 2001,
may vote at the Annual Meeting to be held on March 27, 2001. On the record
date, the Corporation had outstanding 20,931,644 shares of Common Stock
("Common Stock").

The holders of the Common Stock shall be entitled to one vote per share.
The Corporation has no other class of security outstanding. For Proposal (a),
referred to below, directors shall be elected by a plurality of the votes cast
at the meeting, and Proposal (b) referred to below requires the affirmative
vote of a majority of the votes cast at the meeting. Unless otherwise required
by the Corporation's Articles of Incorporation or By-laws, or by applicable
Maryland law, any other matter properly presented for a vote at the meeting
will require the affirmative vote of a majority of the votes cast at the
meeting. Proxies received by the Corporation that are marked "without
authority" or abstain, or that constitute a broker non-vote, are counted as
present for purposes of determining a quorum at the meeting. Broker non-votes
are shares held in the name of a broker or nominee for which the broker or
nominee indicates that instructions have not been received from the beneficial
owner or person entitled to vote and the broker or nominee does not have
discretionary voting power. Proxies marked "withhold authority", abstentions
and broker non-votes do not count as votes cast with respect to any proposal,
and therefore, such proxies would have no effect on the outcome of Proposals
(a) and (b), below.

The Annual Meeting is being held on March 27, 2001 for the following
purposes: (a) election of directors of the Corporation; (b) ratification of the
selection of PricewaterhouseCoopers LLP as the firm of independent accountants
to audit the books and accounts of the Corporation for or during the year
ending December 31, 2001; and (c) transaction of such other business as may
properly come before said meeting or any adjournment thereof. At the date of
this proxy statement, the only business that the management intends to present,
or knows that others will present at the meeting, are Proposals (a) and (b)
referred to above. Should any other matter come before the meeting, however,
action may be taken thereon pursuant to proxies in the form enclosed.

Except for Proposals (a) and (b) referred to above, the proxies confer
discretionary authority on the persons named therein or their substitutes with
respect to any business that may properly come before the meeting. Stockholders
retain the right to revoke executed proxies at any time before they are voted
by written notice to the Corporation, by executing a later dated proxy, or by
appearing and voting at the meeting. Properly executed proxies will be voted as
directed, but, if no direction is specified, the shares covered by a given
proxy will be voted in favor of Proposals (a) and (b). Under Maryland Law,
there are no appraisal or other dissenter rights with respect to any matter to
be voted on at the Annual Meeting that is described herein.

The Corporation will pay all costs of soliciting proxies in the
accompanying form. See "Other Matters" below. Solicitation will be made by
mail, and officers, regular employees, and agents of the Corporation may also
solicit proxies by telephone or personal interview. The Corporation expects to
request brokers and nominees who hold stock in their names to furnish this
proxy material to their customers and to solicit proxies from them, and will
reimburse such brokers and nominees for their out-of-pocket and reasonable
clerical expenses in connection therewith.

(a) ELECTION OF DIRECTORS

Unless contrary instructions are given by the stockholder signing a proxy,
it is intended that each proxy in the accompanying form will be voted at the
Annual Meeting for the election of the following nominees to the Board of
Directors for the ensuing year, all of whom have consented to serve if elected:

Enrique R. Arzac W. D. MacCallan John J. Roberts
Daniel E. Emerson W. Perry Neff Susan C. Schwab
Thomas H. Lenagh Douglas G. Ober* Robert J. M. Wilson
Landon Peters

If for any reason one or more of the nominees above named shall become
unable or unwilling to serve (which is not now expected) when the election
occurs, proxies in the accompanying form will, in the absence of contrary
instructions, be voted for the election of the other nominees above named and
may be voted for substitute nominees in the discretion of the persons named as
proxies in the accompanying form. The directors elected will serve until the
next annual meeting or until their successors are elected, except as otherwise
provided in the By-laws of the Corporation.

Information as to Nominees for Election as Directors (as of December 31, 2000):

Set forth below with respect to each nominee for director are his or her
name and age, any positions held with the Corporation, other principal
occupations during the past five years, other directorships and business
affiliations, the year in which he or she first became a director, and the
number of shares of Common Stock beneficially owned by him or her. Also set
forth below is the number of shares of Common Stock beneficially owned by all
directors and officers of the Corporation as a group.

Shares of
Common
Has Stock
been a Beneficially
Name, Age, Positions with the Corporation, Director Owned
Other Principal Occupations and Other Affiliations since (a)(b)(c)(d)
- ------------------------------------------------------------------------------------- ---------- -------------

Enrique R. Arzac, 59, Professor of Finance and Economics, formerly Vice Dean of 1987 2,785
Academic Affairs of the Graduate School of Business, Columbia University. Director
of The Adams Express Company and Credit Suisse Asset Management Funds
(investment companies).

Daniel E. Emerson, 76, Retired Executive Vice President of NYNEX Corporation, 1987 8,986
retired Chairman of the Board of both NYNEX Information Resources Co. and
NYNEX Mobile Communications Co. Previously, Executive Vice President and
Director of New York Telephone Company. Presently, Chairman, The National YMCA
Fund, Inc. Director of The Adams Express Company.

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* Mr. Ober is an "interested person", as defined by the Investment Company Act
of 1940, because he is an officer of the Corporation.

Thomas H. Lenagh, 82, Financial Advisor, Chairman of the Board, Inrad Corp. 1987 1,998
(crystals), formerly Chairman of the Board and Chief Executive Officer of Greiner
Engineering Inc. (formerly Systems Planning Corp.) (consultants), formerly financial
vice president, Aspen Institute (research), and financial advisor and prior thereto
Treasurer of the Ford Foundation (charitable foundation). Director of Gintel Fund,
Clemente Strategic Fund, and The Adams Express Company (investment
companies), ICN Pharmaceuticals Inc., ASD Group (electronic contract
manufacturing), and China Light Industry Fund.

W. D. MacCallan, 73, Retired Chairman of the Board and Chief Executive Officer of the 1971 19,509
Corporation. Director, former Chairman of the Board and Chief Executive Officer of
The Adams Express Company, formerly consultant to the Corporation and The
Adams Express Company. Previously, Director of the Hanover Funds, Inc. and the
Hanover Investment Funds, Inc. (investment companies). Presently, Trustee, Chase
Vista and Chase funds (68 funds).

W. Perry Neff, 73, Private Financial Consultant, Retired Executive Vice President of 1971 1,149
Chemical Bank. Director of The Adams Express Company. Previously, Chairman of
the Board and Director of the Hanover Funds, Inc. and the Hanover Investment
Funds, Inc. (investment companies) and a Director of Van Deventer & Hoch
(investment company). Presently, Trustee, Chase Vista and Chase funds (68 funds).

*Douglas G. Ober, 54, Chairman of the Board and Chief Executive Officer of the 1989 58,581(e)
Corporation since April 1, 1991. Director, Chairman of the Board and Chief Executive
Officer of The Adams Express Company.

Landon Peters, 70, Private Investor, formerly Investment Manager, Y.M.C.A. Retirement 1987 19,847
Fund. Formerly Executive Vice President and Treasurer and prior thereto Senior Vice
President and Treasurer of The Bank of New York. Director of The Adams Express
Company.

John J. Roberts, 78, Senior Advisor, formerly Vice-Chairman, External Affairs, American 1987 1,505
International Group, Inc. (insurance). Formerly Chairman and Chief Executive Officer
of American International Underwriters Corporation (insurance). Previously President
of American International Underwriters Corporation-U.S./Overseas Operations.
Honorary Director of American International Group, Inc. and Director of The Adams
Express Company.

Susan C. Schwab, 45, Dean of the School of Public Affairs at the University of 2000 429
Maryland, College Park. Formerly Director of Corporate Business Development at
Motorola, Inc. Also served as an Assistant Secretary of Commerce for the U.S. and
Foreign Commercial Service of the U.S. Department of Commerce. Director of
Calpine Corp. (energy) and The Adams Express Company.

Robert J. M. Wilson, 80, Retired President of the Corporation. Director and retired 1975 10,218
President of The Adams Express Company.

Directors and executive officers of the Corporation as a group. 301,380

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* Mr. Ober is an "interested person," as defined by the Investment Company Act
of 1940, because he is an officer of the Corporation.

(a) To the Corporation's knowledge, other than shares referred to in footnote
(c) below, each director had sole investment and voting power with respect
to the shares shown opposite his or her name, except (i) Mr. Lenagh, who
had only investment power; and (ii) 2,289 shares shown for Mr. Peters,
which were beneficially owned by his wife, and as to which he had shared
investment power but no voting power and disclaims beneficial ownership.

(b) Of the amounts shown as beneficially owned by the directors and executive
officers as a group, 55,592 shares were held by the Trustee under the
Employee Thrift Plan of the Corporation.

(c) The amounts shown include shares subject to option under the Corporation's
Stock Option Plan (see "Stock Option Plan" below) held by Mr. Ober (45,854
shares), and directors and executive officers as a group (179,298 shares).
Mr. Ober and the other officers with shares subject to option all disclaim
beneficial ownership of those shares.

(d) Calculated on the basis of 21,053,644 shares of Common Stock outstanding on
December 31, 2000, each director owned less than 1.0% of the Common Stock
outstanding. The directors and executive officers as a group owned 1.4% of
the Common Stock outstanding.

(e) Of the amounts shown, 12,673 shares beneficially owned by Mr. Ober were
held by the Trustee under the Employee Thrift Plan of the Corporation.

The nominees identified above are also nominees for election to the Board
of Directors of The Adams Express Company ("Adams"), the Corporation's largest
stockholder (see "Principal Stockholder" below).

Section 16(a) Beneficial Ownership Reporting Compliance

Each director and officer of the Corporation who is subject to Section 16
of the Securities Exchange Act of 1934 is required to report to the Securities
and Exchange Commission by a specified date his or her beneficial ownership of
or transactions in the Corporation's securities. Based upon a review of filings
with the Securities and Exchange Commission and written representations that no
other reports were required, the Corporation has no reason to believe that such
directors and officers have not filed all requisite reports with the Securities
and Exchange Commission on a timely basis during 2000, except that, a)
following her election as a director, Ms. Schwab's Form 3 was filed after the
10 day filing period, b) purchases of shares in the Corporation by Mr. Peters
in December 1999 and March 2000 were reported on Form 4s filed by Mr. Peters
after the 10 day filing period for such forms, and c) Mr. Peters failed to file
a Form 4 for one transaction in which his wife purchased shares in the
Corporation.

Information as to Other Executive Officers

Set forth below are the names, ages and positions with the Corporation of
all executive officers of the Corporation other than those who also serve as
directors. Executive officers serve as such until the election of their
successors.

Ms. Maureen A. Jones, 53, has served as Vice President since January 1,
1998, and as Treasurer since January 1, 1993.

Mr. Richard F. Koloski, 56, has served as President since April 1, 1986.

Mr. Joseph M. Truta, 56, has served as Executive Vice President since
January 1, 1986.

Mr. Lawrence L. Hooper, Jr., 48, has served as Vice President since March
30, 1999, and as Secretary and General Counsel since April 1, 1997. Prior
thereto, he was a partner in Tydings & Rosenberg L.L.P., a Baltimore, Maryland
law firm.

Shares of
Common Stock
Security Ownership of Management in the Corporation (a) Beneficially
Name Owned (b)(c)(d)(e)
- ---- -------------------

Maureen A. Jones ................................... 11,374
Richard F. Koloski ................................. 82,716
Joseph M. Truta .................................... 75,327
Lawrence L. Hooper, Jr. ............................ 6,956

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(a) As of December 31, 2000. Share ownership of directors and executive
officers as a group is shown in the table beginning on page 2 and footnotes
thereto.

(b) To the Corporation's knowledge, each officer had sole investment and voting
power with respect to the shares shown opposite his or her name above other
than shares referred to in footnote (d) below.

(c) Of the amounts shown, the following shares beneficially owned by the
respective officer were held by the Trustee under the Employee Thrift Plan
of the Corporation: Ms. Jones (2,370 shares), Mr. Koloski (26,943 shares),
Mr. Truta (12,775 shares), and Mr. Hooper (830 shares).

(d) The amounts shown include shares subject to option under the Corporation's
Stock Option Plan (see "Stock Option Plan" below), held by Ms. Jones (9,004
shares), Mr. Koloski (55,773 shares), Mr. Truta (62,552 shares), and Mr.
Hooper (6,115 shares). These officers disclaim beneficial ownership of
those shares.

(e) Calculated on the basis of 21,053,644 shares of Common Stock outstanding on
December 31, 2000, each of the officers listed above owned less than 1.0%
of the Common Stock outstanding.

Principal Stockholder

At December 31, 2000, only one person or group of persons was known by the
Corporation to own beneficially more than five percent of any class of the
Corporation's voting securities.

Amount and
nature of
Name and address beneficial Percent of
Title of Class of beneficial owner ownership class
- ----------------- --------------------------- ---------------- -----------

Common Stock The Adams Express Company 1,913,761 shs. 9.1%
Seven St. Paul Street direct
Baltimore, Maryland 21202

Board Meetings

The Board of Directors held thirteen meetings during 2000, at which
overall attendance was approximately 94%. Each Director attended at least 75%
of the total of all (i) meetings of the Board and (ii) meetings of committees
of the Board on which he or she served in 2000, except for Mr. Neff.

Audit Committee

Messrs. Emerson, Lenagh, Neff and Peters, each of whom is an independent
director, as such is defined by the Rules of the New York Stock Exchange,
constitute the membership of the Board's standing Audit Committee, which met
twice in 2000. The Board has adopted a written charter under which the Audit
Committee operates, which was most recently amended in January 2001. A copy of
the written charter is attached as an appendix hereto. Set forth below is the
report of the Audit Committee:

Audit Committee Report

The Audit Committee reviews the Corporation's financial reporting process
on behalf of the Board of Directors. Management is responsible for the
financial statements and the reporting process, including the system of
internal controls. The independent auditors are responsible for expressing an
opinion on the conformity of those audited financial statements with accounting
principles generally accepted in the United States. In fulfilling its
responsibilities, the Committee has reviewed and discussed the audited
financial statements contained in the 2000 Annual Report of the Corporation
with the Corporation's management and the independent auditors.

The Committee discussed with the independent auditors the matters required
to be discussed by Statement on Auditing Standards No. 61, Communication with
Audit Committees, as amended. In addition, the Committee has discussed with the
independent auditors the auditors' independence from the Corporation and its
management, including the written disclosures submitted to the Committee by the
independent auditors as required by Independence Standards Board Standard No.
1, Independence Discussions with Audit Committees.

In reliance on the reviews and discussions referred to above, the
Committee recommended to the Board of Directors that the audited financial
statements be included in the Corporation's Annual Report for the year ended
December 31, 2000, for filing with the Securities and Exchange Commission.

Respectfully submitted on February 16, 2001 by the members of the Audit
Committee of the Board of Directors:
Landon Peters, Chairman
Daniel E. Emerson
Thomas H. Lenagh
W. Perry Neff

Compensation Committee

Messrs. Lenagh, MacCallan, and Wilson, and Ms. Schwab constitute the
membership of the Board's standing Compensation Committee, which met three
times during 2000. The Compensation Committee reviews and recommends changes in
the salaries of directors, officers, and employees, and advises upon the
compensation and stock option plans in which the executive officers, officers,
and employees of the Corporation are eligible to participate.

Executive Committee

Messrs. Arzac, MacCallan, Neff, Ober*, and Roberts, and Ms. Schwab
constitute the membership of the Board's standing Executive Committee, which
met twice during 2000. The Committee has the authority of the Board of
Directors between meetings of the Board except as limited by law, the
Corporation's By-laws, or Board resolution. The Executive Committee also
performs the duties of a nominating committee. It recommends to the full Board
candidates for directorship. It is the policy of the Executive Committee not to
consider unsolicited nominations for director.

Retirement Benefits Committee

Messrs. Arzac, Emerson, Peters, Roberts and Wilson are the director
members of the standing Retirement Benefits Committee of the Corporation, which
administers the Employees' Retirement Plan, Supplemental Retirement Plan and
the Employee Thrift Plan of the Corporation. This Committee met once during
2000.

Board of Directors Compensation

During 2000, each director who is not an interested person received an
annual retainer fee of $10,000 and a fee of $500 for each Board meeting
attended. All members of each Committee, except executive officers and/or
interested persons, receive an additional annual retainer fee of $1,500 for
each committee membership and a fee of $500 for each meeting attended; the
Chairman of each committee except for the Executive Committee receives an
additional fee of $500 for each Committee meeting attended. The total amount of
fees paid to "disinterested person" directors in 2000 was $190,250.

Transactions with Principal Stockholders

The Corporation shares certain expenses with Adams, of which all the
above-named nominees are also directors. Prior to April 1, 2000, these expenses
were initially paid by Adams, which was reimbursed by the Corporation either in
proportion to the size of the respective investment portfolios of the two
companies or, where possible, on an actual usage basis. In 2000, the
Corporation's share of such expenses that were handled in this fashion was
$125,083 for research, accounting services and other office services (including
proportionate salaries and other employee benefits), rent and related expenses,
and miscellaneous expenses such as office supplies, postage, subscriptions and
travel. Beginning on

- ----------
* Mr. Ober is an "interested person."

April 1, 2000, such expenses were paid by Adams and, on the date the payment
was made, the Corporation simultaneously paid to Adams its allocated shares of
such expenses.

Audit Fees

The aggregate fees billed by the Corporation's independent auditors,
PricewaterhouseCoopers LLP, for professional services rendered for the audits
of the Corporation's annual and semi-annual financial statements for 2000 and
the reviews of the financial statements contained in the First and Third
Quarter reports in 2000 was $41,077.

Financial Information Systems Design and Implementation Fees

No such fees were billed to the Corporation by its auditors during 2000.

All Other Fees

The aggregate fees billed for services to the Corporation by
PricewaterhouseCoopers LLP, other than for the services referenced above, for
2000 was $7,541.

The Board's Audit Committee has considered the provision by
PricewaterhouseCoopers LLP of the services covered in this All Other Fees
section and found that they are compatible with maintaining
PricewaterhouseCoopers LLP's independence.

Remuneration of Directors and Others

The following table sets forth for each of the persons named below the
aggregate current remuneration received from the Corporation during the fiscal
year ended December 31, 2000 for services in all capacities:

Pension or
Retirement
Benefits
Accrued During Estimated Annual
Aggregate the Last Fiscal Benefits upon
Name of Person, Position Remuneration (1)(2)(3)(4) Year (5) Retirement
- --------------------- ---------------------- --------------------------- ----------------- -----------------

Douglas G. Ober Chairman of the Board
and Chief Executive
Officer (A) $129,357 -- $ 94,176
Richard F. Koloski President 322,700 -- 146,300
Joseph M. Truta Executive Vice
President 83,160 -- 47,135
Enrique R. Arzac Director (A)(D) 22,000 N/A N/A
Daniel E. Emerson Director (B)(D) 21,000 N/A N/A
Thomas H. Lenagh Director (B)(C) 22,000 N/A N/A
W. D. MacCallan Director (A)(C) 22,500 N/A N/A
W. Perry Neff Director (A)(B) 19,000 N/A N/A
Landon Peters Director (B)(D) 21,000 N/A N/A
John J. Roberts Director (A)(D) 20,500 N/A N/A
Susan C. Schwab Director (A)(C) 20,250 N/A N/A
Robert J. M. Wilson Director (C)(D) 22,000 N/A N/A

(A) Member of Executive Committee

(B) Member of Audit Committee

(D) Member of Retirement Benefits Committee

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(1) Of the amounts shown, direct salaries paid by the Corporation to Messrs.
Ober, Koloski, and Truta were $72,450, $161,000, and $48,300, respectively.

(2) Of the Corporation's direct salaries, $2,203 for Mr. Ober, $7,350 for Mr.
Koloski, and $2,205 for Mr. Truta, was deferred compensation under the
Corporation's Employee Thrift Plan. Under the Employee Thrift Plan, the
Corporation also makes contributions to match the contributions made by
eligible employees (see "Employee Thrift Plan" below). Of the amounts
shown, $4,406, $14,700, and $4,410 were plan contributions for Messrs.
Ober, Koloski, and Truta, respectively. The non-employee Directors do not
participate in the Employee Thrift Plan.

(3) Of the amounts shown, $52,500, $147,000, and $30,450 were incentive
compensation accrued for Messrs. Ober, Koloski, and Truta, respectively, in
2000 and deferred until January 2001.

(4) In addition, $74,068 for Mr. Ober and $283,373 for Mr. Koloski was the net
gain realized by them upon the exercise of stock appreciation rights during
2000 granted under the Corporation's Stock Option Plan (see "Stock Option
Plan" below). These sums are in addition to the aggregate remuneration
amounts shown in this summary table.

(5) The Corporation has a noncontributory Employees' Retirement Plan. No
contributions were made by the Corporation to this plan in 2000.

Messrs. Ober, Koloski, and Truta also received direct salaries, deferred
compensation, thrift plan contributions, and incentive compensation from Adams,
which amounts were included in this summary table in years prior to 1999.

Stock Option Plan

On December 12, 1985, the Corporation's Board of Directors adopted a Stock
Option Plan (the "Plan"), which was approved by the stockholders at the March
26, 1986 Annual Meeting of Stockholders and amended at the March 29, 1994
Annual Meeting of Stockholders. The Plan provides for the grant to "key
employees" (as defined in the Plan) of options to purchase shares of Common
Stock of the Corporation, together with related stock appreciation rights. As
of December 31, 2000, (i) the number of shares subject to outstanding options
under the Plan was 212,694 and (ii) the number of shares available for future
grants under the Plan was 319,362, in each case as adjusted to reflect the
3-for-2 stock split effected by the Corporation on October 19, 2000. All
options granted or to be granted under the Plan currently will be treated as
non-qualified stock options under the Internal Revenue Code. The Plan is
administered by the Compensation Committee of the Board of Directors, which
consists of four members of the Board, none of whom is eligible to receive
grants under the Plan. The grant of options is at the discretion of the
Compensation Committee.

The Plan provides that, among other things, (a) the option price per share
shall not be less than the fair market value of the Common Stock at the date of
grant, except that the option price per share will be reduced after grant of
the option to reflect capital gains distributions to the Corporation's
stockholders, provided that no such reduction shall be made that will reduce
the option price below 25% of the original option price; (b) an option will not
become exercisable until the optionee shall have remained in the employ of the
Corporation for at least one year after the date of grant and may be exercised
for 10 years unless an earlier expiration date is stated in the option; and (c)
no option or stock appreciation right shall be granted after December 8, 2003.

The Plan permits the grant of stock appreciation rights in conjunction
with the grant of an option, either at the time of the option grant or
thereafter during its term and in respect of all or part of such option. Stock
appreciation rights permit an optionee to request to receive (a) shares of
Common Stock of the Corporation with a fair market value, at the time of
exercise, equal to the amount by which the fair market value of all shares
subject to the option in respect of which such stock appreciation right was
granted exceeds the exercise price of such option, (b) in lieu of such shares,
the fair market value thereof in cash, or (c) a combination of shares and cash.
Stock appreciation rights are exercisable beginning no earlier than two years
after the date of grant and extend over the period during which the related
option is exercisable. To the extent a stock appreciation right is exercised in
whole or in part, the option in respect of which such stock appreciation right
was granted shall terminate and cease to be exercisable.

No disposition of shares of Common Stock acquired as the result of the
exercise of an option or stock appreciation right may be made within the later
of two years of the date of grant of the option and within one year of the
acquisition of such shares.

Employee Thrift Plan

Employees of the Corporation who have completed six months of service may
elect to have 2% to 6% of their base salary deferred as a contribution to a
thrift plan instead of being paid to them currently (see table set forth on
page 9 regarding 2000 contributions for the officers and directors identified

therein). The Corporation (subject to certain limitations) contributes for each
employee out of net investment income an amount equal to 200% of each
employee's contribution or to the maximum permitted by law. Employees may also
contribute an additional 10% of base salary to the thrift plan, but these
post-tax contributions are not matched by the Corporation. All employee
contributions are credited to the employee's individual account. Employees may
elect that their salary deferral and other contributions be invested in a money
market fund, an intermediate bond fund, Common Stock of the Corporation or of
Adams, or a combination thereof. The Corporation's contributions are invested
entirely in its Common Stock. An employee's interest in amounts derived from
the Company's contributions becomes non-forfeitable upon completion of 36
months of service or upon death or retirement. Payment of amounts not withdrawn
or forfeited under the thrift plan may be made upon retirement or other
termination of employment in a single distribution, in ten equal installments,
or in an annuity.

Employees' Retirement Plan

The employees of the Corporation with one or more years of service
participate in a retirement plan pursuant to which contributions are made
solely by the Corporation on behalf of, and benefits are provided for,
employees meeting certain age and service requirements. The plan provides for
the payment of benefits in the event of an employee's retirement at age 62 or
older. Upon such retirement, the amount of the retirement benefit is 2% of an
employee's final thirty-six months average annual salary, including incentive
compensation, multiplied by years of service. Retirement benefits cannot exceed
55% of final thirty-six months' average annual salary including incentive
compensation. Benefits are payable in several alternative methods, each of
which must be the actuarial equivalent of a pension payable for the life of the
employee only. Retirement benefits (subject to any applicable reduction) are
also payable in the event of an employee's early or deferred retirement,
disability, or death. Contributions are made to a trust to fund these benefits.

On March 10, 1988, the Board of Directors of the Corporation unanimously
approved a supplemental retirement benefits plan (the "Supplemental Plan") for
employees of the Corporation. On June 11, 1998, the Supplemental Plan was
amended and restated as of January 1, 1998. The purpose of the Supplemental
Plan is to provide deferred compensation in excess of benefit limitations
imposed by the Internal Revenue Code on tax-qualified defined benefit plans,
including the retirement plan of the Corporation described above. In accordance
with such limitations, the annual benefit payable under the Corporation's
retirement plan may not exceed the lesser of $140,000 for 2001 and the
employee's average total compensation paid during the three highest-paid
consecutive calendar years of employment. The $140,000 limit will be adjusted
by the Secretary of the Treasury to reflect cost-of-living increases.

The Supplemental Plan authorizes the Corporation to pay annual retirement
benefits to beneficiaries in an amount equal to the difference between the
maximum benefits payable under such retirement plan and the benefits that would
otherwise be payable but for the Internal Revenue Code's limitations on annual
retirement benefits. All amounts payable under the Supplemental Plan will be
paid from the general funds of the Corporation as benefits become due. The
Corporation has established a funding vehicle using life insurance policies
owned by the Corporation for the Supplemental Plan. Payment of benefits under
the Supplemental Plan will be made concurrently with and in the same form as
payment of benefits under the Corporation's retirement plan. During 2000, the
Corporation made payments of $15,467 under the Supplemental Plan.

Brokerage Commissions

During the past fiscal year, the Corporation paid brokerage commissions in
the amount of $197,599 on the purchase and sale of portfolio securities traded
on the New York Stock Exchange, substantially all of which were paid to brokers
providing research and other investment services to the Corporation. The
average per share commission rate paid by the Corporation was $0.0580. No
commissions were paid to an affiliated broker.

Portfolio Turnover

The portfolio turnover rate (purchases or sales, whichever is lower, as a
percentage of weighted average portfolio value) for the past three years has
been as follows:

2000 1999 1998
- ----------- ----------- --------------

7.68% 11.89% 12.70%

Expense Ratio

The ratio of expenses to the average net assets of the Corporation for the
past three years has been as follows:

2000 1999 1998
- ----------- ---------- --------------

0.59% 0.43% 0.31%

(b) RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

The Investment Company Act of 1940 (the "Act") requires, in effect, that
the Corporation's independent accountants be selected by a majority of those
members of the Board of Directors who are not "interested persons" (as defined
by the Act) of the Corporation; that such selection be submitted for
ratification or rejection at the annual meeting of stockholders; and that the
employment of such independent accountants be conditioned on the right of the
Corporation, by vote of the holders of a majority of its outstanding voting
securities, to terminate such employment at any time without penalty. In
accordance with such provisions, PricewaterhouseCoopers LLP, 250 W. Pratt
Street, Baltimore, Maryland, independent accountants, which firm was the
Corporation's principal auditor during the year 2000, has been selected as
independent accountants of the Corporation to audit the books and accounts of
the Corporation for or during the year ending December 31, 2001, by a majority
of those members of the Board of Directors who were not "interested persons" of
the Corporation, voting in person, and their selection is submitted to the
stockholders for ratification by the affirmative vote of a majority of all
votes cast at the meeting. Representatives of PricewaterhouseCoopers LLP are
expected to be present at the meeting to make a statement if they desire to do
so and to respond to appropriate questions. The Corporation has been informed
that PricewaterhouseCoopers LLP does not have any direct financial or any
material indirect financial interest in the Corporation.

The Board of Directors unanimously recommends ratification of the
selection of PricewaterhouseCoopers LLP.

As of the date of this proxy statement, management knows of no other
business that will come before the meeting. Should other business be properly
brought up, it is intended that proxies in the accompanying form will be voted
thereon in accordance with the judgment of the person or persons voting such
proxies.

The Annual Report of the Corporation for the year ended December 31, 2000,
including financial statements, has been mailed to all stockholders entitled to
notice of and to vote at the annual meeting to be held on March 27, 2001. A
copy of the Corporation's Annual Report will be furnished to stockholders,
without charge, upon request. You may request a copy by telephoning Lawrence L.
Hooper, Jr., Vice President, Secretary and General Counsel, at (800) 638-2479
or by sending Mr. Hooper an e-mail message at contact@peteres.com.

The Corporation has retained Corporate Investor Communications, Inc.
("CIC") to assist in the solicitation of proxies. The Corporation will pay CIC
a fee for its services not to exceed $5,000 and will reimburse CIC for its
expenses, which the Corporation estimates will not exceed $2,000.

STOCKHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

Stockholder proposals for inclusion in the proxy statement and form of
proxy relating to the 2002 Annual Meeting must be received at the office of the
Corporation, Seven St. Paul Street, Baltimore, MD 21202, no later than October
26, 2001.

In addition, pursuant to the Corporation's By-laws, stockholder proposals
for consideration at the 2002 Annual Meeting which are not to be included in
the Corporation's proxy statement and form of proxy must be received at the
office of the Corporation at the address listed in the preceding paragraph no
later than January 25, 2002, in order to be eligible for presentation at the
2002 Annual Meeting. Should the Corporation determine to allow a stockholder
proposal that is received by the Corporation after January 25, 2002 to be
presented at the 2002 Annual Meeting nevertheless, the persons named as proxies
in the accompanying form will have discretionary voting authority with respect
to such stockholder proposal.

APPENDIX

PETROLEUM & RESOURCES CORPORATION

AUDIT COMMITTEE CHARTER

I. Composition of the Audit Committee: The Audit Committee shall be comprised
of at least three directors, each of whom shall have no relationship to the
Corporation that may interfere with the exercise of their independence from
management and the Corporation and shall otherwise satisfy the applicable
membership requirements under the rules of the New York Stock Exchange,
Inc., as such requirements are interpreted by the Board of Directors in its
business judgment.

II. Purposes of the Audit Committee: The purposes of the Audit Committee are to
assist the Board of Directors:

1. in its oversight of the Corporation's accounting and financial
reporting principles and policies and internal audit controls and
procedures;

2. in its oversight of the Corporation's financial statements and the
independent audit thereof;

3. in nominating the outside auditors to be proposed for shareholder
approval in any proxy statement, evaluating and, where deemed appropriate,
replacing the outside auditors; and

4. in evaluating the independence of the outside auditors.

The function of the Audit Committee is oversight. The management of the
Corporation is responsible for the preparation, presentation and integrity
of the Corporation's financial statements. Management is responsible for
maintaining appropriate accounting and financial reporting principles and
policies and internal controls and procedures designed to assure compliance
with accounting standards and applicable laws and regulations. The outside
auditors are responsible for planning and carrying out a proper audit and
reviews, including reviews of the Corporation's quarterly financial
statements prior to the filing of each quarterly report, and other
procedures. In fulfilling their responsibilities hereunder, it is
recognized that members of the Audit Committee are not full-time employees
of the Corporation and are not, and do not represent themselves to be,
accountants or auditors by profession or experts in the fields of
accounting or auditing. As such, it is not the duty or responsibility of
the Audit Committee or its members to conduct "field work" or other types
of auditing or accounting reviews or procedures, and each member of the
Audit Committee shall be entitled to rely on (i) the integrity of those
persons and organizations within and outside the Corporation from which it
receives information and (ii) the accuracy of the financial and other
information provided to the Audit Committee by such persons or
organizations absent actual knowledge to the contrary.

The outside auditors for the Corporation are ultimately accountable to the
Board of Directors (as assisted by the Audit Committee). The Board of
Directors, with the assistance of the Audit Committee, has the ultimate
authority and responsibility to select, evaluate and, where appropriate,
replace the outside auditors (or to nominate the outside auditors to be
proposed for shareholder approval in the proxy statement.)

The outside auditors shall submit to the Corporation annually a formal
written statement delineating all relationships between the outside
auditors and the Corporation ("Statement as to Independence"), addressing
at least the matters set forth in Independence Standards Board Standard No.
1.

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III. Meetings of the Audit Committee: The Audit Committee shall meet at least
two times annually, or more frequently if circumstances dictate, to discuss
with management the annual audited financial statements and quarterly
financial statements and quarterly financial results. The Audit Committee
should meet separately at least annually with management and with the
outside auditors to discuss any matters that the Audit Committee or any of
these persons or firms believe should be discussed privately. The Audit
Committee may request any officer or employee of the Corporation or the
Corporation's outside counsel or outside auditors to attend a meeting of
the Audit Committee or to meet with any members of, or consultants to, the
Audit Committee. Members of the Audit Committee may participate in a
meeting of the Audit Committee by means of conference call or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.

IV. Duties and Powers of the Audit Committee: To carry out its purposes, the
Audit Committee shall have the following duties and powers:

1. with respect to the outside auditor,

(i) to provide advice to the Board of Directors in selecting,
evaluating or replacing outside auditors;

(ii) to review the fees charged by the outside auditors for audit
and nonaudit services;

(iii) to ensure that the outside auditors prepare and deliver
annually a Statement as to Independence (it being understood
that the outside auditors are responsible for the accuracy
and completeness of this Statement), to discuss with the
outside auditors any relationships or services disclosed in
this Statement that may impact the objectivity and
independence of the Corporation's outside auditors and to
recommend that the Board of Directors take appropriate
action in response to this Statement to satisfy itself of
the outside auditors' independence; and

(iv) to instruct the outside auditors that the outside auditors
are ultimately accountable to the Board of Directors and the
Audit Committee;

2. with respect to financial reporting principles and policies and
internal audit controls and procedures:

(i) to advise management and the outside auditors that they are
expected to provide to the Audit Committee a timely analysis
of significant financial reporting issues and practices;

(ii) to consider any reports or communications (and management's
responses thereto) submitted to the Audit Committee by the
outside auditors required by or referred to in Statement on
Auditing Standards No. 61 (as codified by AU Section 380),
as may be modified or supplemented, including reports and
communications related to:

o deficiencies noted in the audit in the design or
operation of internal controls;
o consideration of fraud in a financial statement audit;
o detection of illegal acts;
o the outside auditor's responsibility under generally
accepted auditing standards;
o significant accounting policies;
o management judgments and accounting estimates;

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o adjustments arising from the audit;
o the responsibility of the outside auditor for other
information in documents containing audited financial
statements;
o disagreements with management;
o consultation by management with other accountants;
o major issues discussed with management in performing
the audit;
o difficulties encountered with management in performing
the audit;
o the outside auditor's judgments about the quality of
the entity's accounting principles; and
o reviews of interim financial information conducted by
the outside auditor;

(iii) to meet with management and/or the outside auditors:

o to discuss the scope of the annual audit;
o to discuss the audited financial statements;
o to discuss any significant matters arising from any
audit or report or communication referred to in item
2(ii) above, whether raised by management or the
outside auditors, relating to the Corporation's
financial statements;
o to review the form of opinion the outside auditors
propose to render to the Board of Directors and
shareholders in the annual report to shareholders;
o to review annually management's program to monitor
compliance with the Corporation's code of ethics and
policy on insider trading;
o to discuss significant changes to the Corporation's
auditing and accounting principles, policies, controls,
procedures and practices proposed or contemplated by
the outside auditors or management; and
o to inquire about significant risks and exposures, if
any, and the steps taken to monitor and minimize such
risks;

(iv) to obtain from the outside auditors assurance that the audit
was conducted in a manner consistent with Section 10A of the
Securities Exchange Act of 1934, as amended, which sets
forth certain procedures to be followed in any audit of
financial statements required under the Securities Exchange
Act of 1934; and

(v) to discuss with the Corporation's General Counsel any
significant legal matters that may have a material effect on
the financial statements, the Corporation's compliance
policies, including material notices to or inquiries
received from governmental agencies; and

3. with respect to reporting and recommendations,

(i) to prepare any report, including any recommendation of the
Audit Committee, required by the rules of the Securities and
Exchange Commission to be included in the Corporation's
annual proxy statement;

(ii) to review this Charter at least annually and recommend any
changes to the full Board of Directors; and

(iii) to report its activities to the full Board of Directors on
a regular basis and to make such recommendations with
respect to the above and other matters as the Audit
Committee may deem necessary or appropriate.

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V. Resources and Authority of the Audit Committee: The Audit Committee shall
have the resources and authority appropriate to discharge its
responsibilities, including the authority to engage outside auditors for
special audits, reviews and other procedures and to retain special counsel
and other experts or consultants.

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