FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

EVANS GARY C

2. Date of Event Requiring Statement (MM/DD/YYYY)
5/23/2009 

3. Issuer Name and Ticker or Trading Symbol

PETRO RESOURCES CORP [PRC]

(Last)        (First)        (Middle)

777 POST OAK BLVD., SUITE 910

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                            ___ X ___ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Chairman of the Board /

(Street)

HOUSTON,, TX 77056       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common stock, $0.01 par value   2750000   (1) D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)     (2) 5/22/2009   Common Stock   2750000   $.37   D  
 

Explanation of Responses:
( 1)  Represents shares of restricted common stock subject to vesting and forfeiture issued pursuant to a Restricted Stock Agreement dated May 22, 2009 between the Mr. Evans and Petro Resources Corporation.
( 2)  All options vest and first become exercisable over a three year period pursuant to certain performance conditions set forth in the Stock Option Agreement dated May 22, 2009 between the Mr. Evans and Petro Resources Corporation.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
EVANS GARY C
777 POST OAK BLVD.
SUITE 910
HOUSTON,, TX 77056 		X X Chairman of the Board

Signatures
/s/ Gary C. Evans 6/1/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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