PETROLEUM & RESOURCES CORP
NSAR-A, EX-99.77D, 2000-08-25
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     Prior to obtaining shareholder approval on March 28,
2000, to change the Corporation's subclassification under
Section 5 (b) (1) of the Investment Company Act of 1940 from
a diversified investment company to a non-diversified
investment company, the Corporation's statement of
investment policies provided, in part, as follows:

     "(2) Percentages of assets or voting securities of any
     one issuer which may be acquired.  The Corporation's
     policy is to invest such percentage of its assets in
     the voting and non-voting securities of any one issuer
     as its directors may from time to time approve,
     provided that the Corporation will not make any
     investment if as a result thereof less that 75% of the
     value of the Corporation's assets would not be
     invested in cash, cash items, government securities,
     securities of other investment companies, and other
     securities, which for the purpose of this calculation
     are limited in respect of any one issuer to not more
     that 5% of the value of the Corporation's total assets
     and to not more than 10% of such issuer's outstanding
     voting securities."

     In accordance with the approval by its shareholders to
change the Corporation's subclassification to that of a non-
diversified investment company, the above-stated investment
policy has been amended to provide as follows:

     "(2) Percentages of assets or voting securities of any
     one issuer which may be acquired.  The Corporation's
     policy is to invest such percentage of its assets in
     the voting and non-voting securities of any one issuer
     as its directors may from time to time approve,
     provided that the Corporation will not make any
     investment if as a result thereof less than 75% of the
     value of the Corporation's assets would be invested in
     cash, cash items, government securities, securities of
     other investment companies, and other securities,
     which for the purpose of this calculation are limited
     in respect of any one issuer to not more than 10% of
     such issuer's outstanding voting securities."



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