SECURITIES AND EXCHANGE COMMISSION
                   Washington, D. C. 20549
                              
                          FORM 10-Q
                              
 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934
         For the quarterly period ended:  October 31, 1998
                              
                             OR
                              
  [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                THE SECURITIES EXCHANGE ACT OF 1934
            For the transition period from _____ to _____
                              
                Commission file number 0-9827
                              
                 PETROLEUM HELICOPTERS, INC.
   (Exact name of registrant as specified in its charter)
                              
              Louisiana                      72-0395707
   (State or other jurisdiction of        (I.R.S. Employer
   incorporation or organization)       Identification No.)
                                                  
    2121 Airline Drive, Suite 400                 
       P.O. Box 578, Metairie, Louisiana     70001-5979
   (Address of principal executive offices)  (Zip Code)
                              
Registrant's telephone number, including area code:(504)828-3323

Indicate by check mark whether the registrant (1) has  filed
all reports required to be filed by Section 13 or 15 (d)  of
the Securities Exchange Act of 1934 during the preceding  12
months  (or for such shorter period that the registrant  was
required to file such reports), and (2) has been subject  to
such filing requirements for the past 90 days.

                        YES X  NO ___


Indicate  the number of shares outstanding of  each  of  the
Issuer's   classes  of  common  stock,  as  of  the   latest
practicable date.

             Class               Outstanding at December 1, 1998
             _____               _______________________________

      Voting Common Stock                2,800,886 shares
    Non-Voting Common Stock              2,368,175 shares




               PART I - FINANCIAL INFORMATION
                              
Item 1.  FINANCIAL STATEMENTS

        PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                              
            CONDENSED CONSOLIDATED BALANCE SHEETS
              (In thousands, except share data)
                         (Unaudited)
                                          October 31,    April 30,
                                              1998        1998(1)         
ASSETS                                     _________     ________               
Current assets:                                                  
 Cash and cash equivalents                $    1,569   $    2,753
 Accounts receivable - net of allowance       54,441       49,119
 Inventory                                    35,237       34,016
 Prepaid expenses                              1,853        1,478
 Notes receivable - investee companies         1,724        1,151
                                           _________     ________
    Total current assets                      94,824       88,517
                                           _________     ________
Investments                                    2,689        2,705
Property and equipment:                                          
 Cost                                        272,269      256,042
 Less accumulated depreciation              (127,777)    (120,923)
                                           _________     ________
                                             144,492      135,119
                                           _________     ________
Other                                            741          680
                                           _________     ________
                                          $  242,746   $  227,021
                                           =========     ========             
LIABILITIES AND SHAREHOLDERS' EQUITY                             
Current liabilities:                                             
 Accounts payable and accrued expenses    $   26,064   $   28,004
 Accrued vacation pay                          5,875        5,672
 Income taxes payable                            602        1,046
 Current maturities of long-term debt          5,857        5,824
                                           _________     ________
    Total current liabilities                 38,398       40,546
                                           _________     ________
Long-term debt, net of current maturities     81,358       66,795
Deferred income taxes                         18,685       19,172
Other long-term liabilities                    6,099        5,803
                                                                 
Shareholders' equity:                                            
 Voting common stock-par value of $ 0.10;
   authorized 12,500,000; issued shares of
   2,800,866 at October 31 and April 30          280          280
 Non-voting common stock-par value of $ 0.10;
   authorized 12,500,000; issued shares of
   2,368,175 and 2,358,935 at October 31 and               
   April 30, respectively                        237          236
   Additional paid-in capital                 11,777       11,706
 Retained earnings                            85,912       82,483
                                           _________     ________
                                              98,206       94,705
                                           _________     ________
                                          $  242,746   $  227,021
                                           =========     ========

(1)The balance sheet at April 30, 1998 is condensed from the
audited financial statements at that date.  The accompanying
notes  are  an integral part of these condensed consolidated
financial statements.

        PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                              
        CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                              
            (In thousands, except per share data)
                         (Unaudited)


                                    Three Months Ended     Six Months Ended
                                        October 31,          October 31,
                                    __________________   ___________________ 
                                      1998       1997       1998        1997
REVENUES:                           _______   _______    ________    ________

 Operating revenues                 $67,009   $57,521    $129,229    $113,435
 Other income (deductions)           (1,531)       70      (1,374)        516
                                    _______   _______    ________    ________
                                     65,478    57,591     127,855     113,951
                                    _______   _______    ________    ________
EXPENSES:                                                       
 Direct expenses                     55,704    49,687     109,099      97,984
 Selling, general & administrative    4,948     3,985       9,109       7,885
 Interest expense                     1,536     1,244       2,985       2,426
                                    _______   _______    ________    ________
                                     62,188    54,916     121,193     108,295
                                    _______   _______    ________    ________

Earnings before income taxes          3,290     2,675       6,662       5,656
                                                                
Income taxes                          1,336     1,121       2,706       2,327
                                    _______   _______    ________    ________

Net earnings                        $ 1,954   $ 1,554    $  3,956    $  3,329
                                    =======   =======    ========    ========
BASIC:                                                          
 Earnings per common share          $  0.38   $  0.30    $   0.77    $   0.65
                                    =======   =======    ========    ========   
DILUTED:                                                         
 Earnings per common share          $  0.37   $  0.30    $   0.76    $   0.64
                                    =======   =======    ========    ========
Weighted average common shares   
 outstanding                          5,169     5,104       5,165       5,099
                                                                
Incremental common shares from      
 stock options                           59        97          66          98
                                    _______   _______    ________    ________ 
                                                                
Weighted average common shares   
 and equivalents                      5,228     5,201       5,231       5,197
                                    =======   =======    ========    ======== 
Dividends declared per common       
 share                              $  0.05   $  0.05    $   0.10    $   0.10
                                    =======   =======    ========    ========
The accompanying notes are an integral part of these condensed consolidated
 financial statements.

        PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                              
       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                              
                       (In thousands)
                         (unaudited)
                              
                              
                                                        Six Months Ended
                                                          October 31,
                                                    ______________________
                                                       1998          1997
                                                    ________      ________
Cash flows from operating activities:               
 Net earnings                                       $ 3,956       $ 3,329
 Adjustments to reconcile net earnings                      
  to net cash provided by operating activities:               
    Depreciation                                      7,680         5,931
    Deferred income taxes                              (487)            -
    (Gain)loss on equipment disposals                   113          (417)
    Equity in net earnings of investee companies        (83)          (99)
    Loss from operations disposals                    1,344             -
 Changes in operating assets and liabilities        (10,617)       (6,047)
                                                    ________      ________

Net cash provided by operating activities             1,906         2,697
                                                    ________      ________
                                                    
Cash flows from investing activities:               
 Investments                                           (270)            -
 Purchases of property and equipment                (26,654)      (13,223)
 Proceeds from asset dispositions                     9,676         2,895
                                                    ________      ________

Net cash used in investing activities               (17,248)      (10,328)
                                                    ________      ________

Cash flows from financing activities:               
 Proceeds from long-term debt                        24,000        16,000
 Payments on long-term debt                          (9,404)       (9,426)
 Proceeds from exercise of stock options                 78             -
 Dividends paid                                        (516)         (511)
 Other, net                                               -           273
                                                    ________      ________

Net cash provided by financing activities            14,158         6,336
                                                    ________      ________
                                                    
Decrease in cash and cash equivalents                (1,184)       (1,295)
                                                    
Cash and cash equivalents at beginning of period      2,753         2,437
                                                    ________      ________
                                                    
Cash and cash equivalents at end of period          $ 1,569       $ 1,142
                                                    ========      ========
                                                    


The  accompanying  notes  are  an  integral  part  of  these condensed
consolidated financial statements.
                              
        PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                              
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              
         SIX MONTHS ENDED OCTOBER 31, 1998 AND 1997
                              
                         (Unaudited)

(1)  General

       The  accompanying  unaudited  condensed  consolidated
financial  statements have been prepared in accordance  with
Form  10-Q  instructions  of  the  Securities  and  Exchange
Commission  ("SEC") from the books and records of  Petroleum
Helicopters, Inc. and Subsidiaries ("PHI" or the "Company").
In  the  opinion  of management, these financial  statements
reflect   all   adjustments,  consisting  of  only   normal,
recurring  adjustments,  necessary  to  present  fairly  the
financial   results  for  the  interim  periods   presented.
Certain   information  and  footnote  disclosures   normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed
or  omitted  pursuant to such rules and regulations  of  the
SEC; however, the Company believes that this information  is
fairly  presented.   These condensed consolidated  financial
statements should be read in conjunction with the  financial
statements contained in the Company's Annual Report on  Form
10-K  for the year ended April 30, 1998 and the accompanying
notes  and Management's Discussion and Analysis of Financial
Condition    and    Results    of    Operations.     Certain
reclassifications  have  been  made  to  the  prior   year's
financial   statements   in  order   to   conform   to   the
classifications adopted for reporting in fiscal 1999.  These
reclassifications   had  no  impact   on   net   income   or
shareholders' equity.

      The  Company's financial results, particularly  as  it
relates  to its domestic oil and gas aviation services,  are
influenced  by  seasonal fluctuations.  During  the  winter,
there  are more days of adverse weather conditions and fewer
hours  of  daylight  than  the other  months  of  the  year.
Consequently,  flight hours are generally lower  during  the
Company's  third fiscal quarter than at other times  of  the
year.   This  produces a seasonal aspect  to  the  Company's
business  and  typically results in  reduced  revenues  from
operations  during those months.  Therefore, the results  of
operations   for   interim  periods  are   not   necessarily
indicative of the operating results that may be expected for
the full fiscal year.

(2)  Commitments and Contingencies

      On  Monday, June 2, 1997, the Company was notified  by
the  National  Mediation Board ("NMB") that the  Office  and
Professional  Employees International Union ("OPEIU")  filed
an   application  to  represent  flight  deck  crew  members
(helicopter pilots) of PHI.  On September 4, 1997,  the  NMB
reported  that  the  Company's helicopter  pilots  voted  to
reject  union  representation.  The OPEIU  filed  objections
with  the  NMB  seeking  a  new election.   This  reelection
request was granted on January 30, 1998.  On March 31, 1998,
the  NMB reported that the Company's helicopter pilots voted
to again reject union representation.  On April 2, 1998, the
OPEIU filed objections with the NMB to set aside the results
of  the  rerun  election.   On October  28,  1998,  the  NMB
dismissed the OPEIU's objections and certified the March 31,
1998 election.



(3)  Comprehensive Income

      In June 1997, the Financial Accounting Standards Board
issued  Statement of Financial Accounting Standards No.  130
("FAS  130"),  "Reporting Comprehensive  Income."   FAS  130
establishes   standards  for  reporting   and   display   of
comprehensive  income and its components in a  full  set  of
general  purpose financial statements.  The Company  adopted
this  standard  in the quarter ended July  31,  1998.   Such
adoption  had no effect on the Company's financial statement
presentation   as  the  Company  has  no  items   of   other
comprehensive income.

(4)  Earnings Per Share

      In  February 1997, the Financial Accounting  Standards
Board issued Statement of Financial Accounting Standards No.
128  ("FAS  128"), "Earnings Per Share," effective  for  the
periods ending after December 15, 1997.  FAS 128 changes the
computation  and presentation requirements for earnings  per
share  for  entities  with publicly  held  common  stock  or
potential  common  stock.   Under  such  requirements,   the
Company  is  required  to  present both  basic  and  diluted
earnings per share.  Basic earnings per share is computed by
dividing  income  available to common  stockholders  by  the
weighted average number of common shares outstanding  during
the  period.  Diluted earnings per share is computed in  the
same  manner  as  basic earnings per share except  that  the
denominator is increased to include the number of additional
common shares that could have been outstanding assuming  the
exercise  of  stock  options and the potential  shares  that
would  have  a dilutive effect on earnings per  share.   The
Company  adopted  FAS 128 effective with the  quarter  ended
January  31,  1998  on  a  retroactive  basis,  accordingly,
earnings per share amounts have been restated to conform  to
the requirements of FAS 128.

(5)  Accounting for Computer Software

      In  March  1998, the American Institute  of  Certified
Public Accountants issued Statement of Position (SOP) No. 98-
1,  "Accounting for the Costs of Computer Software Developed
or  Obtained  for Internal Use," which establishes  criteria
for when these types of costs should be expensed as incurred
or   capitalized.   SOP  98-1  is  effective  for  financial
statements  for  fiscal years beginning after  December  15,
1998,  earlier  adoption is permitted in  fiscal  years  for
which annual financial statements have not been issued.  The
Company  has implemented SOP 98-1 on a prospective basis  as
of  May 1, 1998 resulting in approximately $ 0.9 million  of
costs  being capitalized during fiscal 1999 that would  have
been expensed under the Company's previous accounting method
for  such costs.  This increased net income by $0.5  million
or   $0.10   per  diluted  share  in  fiscal   1999.    This
capitalization  of costs will decline in future  periods  as
the  Company has completed the Application Development Stage
of  its  new Workorder and Billing System during  the  third
quarter.   Post-implementation costs  will  be  expensed  in
accordance with the SOP and Development Stage costs will  be
amortized over the estimated useful life.

(6)  New Accounting Pronouncements

      In June 1997, the Financial Accounting Standards Board
issued  Statement of Financial Accounting Standards No.  131
("FAS  131"),  "Disclosures about Segments of an  Enterprise
and Related Information."  FAS 131 establishes standards for
the  way that a public enterprise reports information  about
operating  segments  in  annual  financial  statements   and
requires  that those enterprises report selected information
about operating segments in interim financial reports issued
to  shareholders.   FAS 131 is effective  for  fiscal  years
beginning  after December 15, 1997 and requires  restatement
of  earlier  periods  presented.   Management  is  currently
evaluating the requirements of FAS 131.

      In June 1998, the Financial Accounting Standards Board
(FASB)  issued Statement No. 133, "Accounting for Derivative
Instruments   and  Hedging  Activities"  ("FAS   133").  The
Statement  is  effective for all fiscal quarters  of  fiscal
years   beginning  after  June  15,  1999  and   establishes
accounting    and   reporting   standards   for   derivative
instruments,   including   certain  derivative   instruments
embedded  in  other  contracts, and for hedging  activities.
FAS 133 requires that all derivative instruments be recorded
on  the  balance sheet at their fair value.  Changes in  the
fair value of derivatives are to be recorded each period  in
current earnings or other comprehensive income, depending on
whether  a  derivative is designated  as  part  of  a  hedge
transaction  and,  if it is, the type of hedge  transaction.
Earlier  application of the provisions of the  Statement  is
encouraged  and  is  permitted as of the  beginning  of  any
fiscal  quarter  that  begins  after  the  issuance  of  the
Statement.   The Company believes that, due to  its  current
limited  use  of  derivative instruments,  adoption  of  the
Statement  will not have a material effect on the  Company's
results of operations, financial position, or liquidity.


Item  2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

     The   Company   is  engaged  in  providing   helicopter
transportation   and  related  services.   The   predominant
portion of its revenue is derived from transporting offshore
oil  and  gas production and drilling workers on a worldwide
basis.   The Company also performs helicopter transportation
services for a variety of hospital and medical programs  and
aircraft maintenance to outside parties.

     This discussion should be read in conjunction with  the
accompanying  financial statements and  with  the  financial
statements  for the year ended April 30, 1998 together  with
the  related notes and Management's Discussion and  Analysis
of Financial Condition and Results of Operations.
     

RESULTS OF OPERATIONS

Second Quarter Fiscal 1999 to Second Quarter Fiscal 1998

  Revenues

     The Company generates flight revenues from both ongoing
service  contracts  with  established  customers  and   non-
contract  flights  referred to as  Specials.   Oil  and  Gas
Aviation  Services Unit's transportation service  contracts,
both domestic and international, are generally on a month to
month basis and consist of a fixed fee plus an hourly charge
for  actual  flight  time.  Specials are  customer  flights,
primarily  domestic oil and gas, provided on  an  as  needed
basis  that  are not provided pursuant to ongoing  contracts
and  which  generally  carry higher  rates.   The  Company's
technical  service contracts are generally  provided  on  an
actual cost plus negotiated mark-up basis.

     Aeromedical contracts also provide for fixed and hourly
charges, but are generally for longer terms and impose early
cancellation  fees  to encourage customers  to  fulfill  the
contract  term  and cover the Company's additional  up-front
costs  in  the  event of early termination. On December  31,
1997,  PHI  acquired the assets of Samaritan  AirEvac  ("Air
Evac"),   which  it  operates  as  a  division  within   its
Aeromedical  Services  Unit.  Air  Evac  which  operates  in
Arizona,  primarily derives its revenues  from  third  party
payors  based  on  per  hour or  per  seat  charges.   These
contracts are predominantly short-term in nature.
     
       The  following  table  summarizes  and  compares  the
Company's operating revenues by unit for the quarters  ended
October 31, 1998 and 1997:


                                        Operating Revenues for the Quarter
                                                Ended October 31,
                                   _________________________________________
                                   (Thousands of dollars, except percentages
                                                and flight hours)
                                   _________________________________________
                                                           Increase(Decrease)
                                                           __________________ 
                                      1998       1997         $          %
                                    _______    _______     ______      ____

Oil and Gas Aviation Services Unit  $54,867    $49,247     $5,620       11

                                                              
Aeromedical Services Unit            11,987      7,752      4,235       55
                                                              
Other                                   155        522       (367)     (70)
                                    _______    _______     ______

Total Operating Revenues            $67,009    $57,521     $9,488       16
                                    =======    =======     ======      ====

Total Flight Hours                   62,511     67,435     (4,924)      (7)
                                    =======    =======     ======      ====

      Overall  flight  activity for the  second  quarter  of
fiscal  1999 declined by 7% as demand for domestic  oil  and
gas  aviation  services  has  slowed  due  to  an  "economic
softening"  in the Gulf of Mexico.  The Company  anticipates
flight activity to continue to decline for the remainder  of
the  fiscal  year.   Despite these  declines,  oil  and  gas
revenues were higher due to rate increases, which went  into
effect  during  the  third quarter of fiscal  1998,  and  an
increase  in  Specials  due to several  tropical  storm  and
hurricane evacuations.

     Fiscal year 1998 second quarter earnings were adversely
impacted by flood damage caused by Hurricane Danny to twenty-
six  aircraft  located at one of the Company's field  bases.
The  approximate effect of this damage was $ 0.21 per  share
for  the  quarter  and primarily relates to the  incremental
effect  of lost revenue.  All of these aircraft are back  in
service.

      In  addition, results for the second quarter of fiscal
1999  were adversely impacted ($ 0.15 per diluted share)  by
the discontinuance of a joint venture in South America.

Oil and Gas Aviation Services Unit
     
     Revenues  for  the  quarter  ended  October  31,   1998
increased 11% to $ 54.9 million from  $ 49.2  million.   The
increase  in revenues  is  primarily  attributable to   rate
increases which occurred in the third quarter of fiscal 1998
and  an  increase  in  hurricane  evacuation  Specials.  The
effect of these rate increases for the quarter ended October 31,
1998 was  approximately a $ 3.0 million increase in revenues.
Flight hours declined 9%  to  55,762 hours  from  61,589 hours
for the quarter  ended  October  31, 1998,  due  primarily  to
decreased activity in the  Gulf  of Mexico.

Aeromedical Services Unit
     
     Aeromedical revenues  increased 55% to  $ 12.0  million
from  $  7.8 million.  Total Aeromedical programs  and
aircraft  as of October 31, 1998 were seventeen  and  forty-
four, respectively, including the aircraft acquired 
with  the Air Evac acquisition versus fifteen Aeromedical
programs and thirty-eight aircraft at October 31, 1997.   Of
the  forty-four  Aeromedical  aircraft  at October 31, 1998,
thirty-eight are helicopters and six are fixed wing aircraft.
Aeromedical flight hours for the quarter increased 1,076 hours
to 5,834 hours.  Of the increase in flight hours and revenues,
Air Evac accounted for 826 hours and $ 3.6 million, respectively.

Direct Expenses

     Direct expenses  increased $ 6.0  million, or  12%,  to  
$ 55.7 million primarily as a result of the addition of  Air
Evac  which  accounted for $ 2.8 million  of  the  increase.
However,  direct  expenses  as  a  percentage  of  operating
revenues decreased, improving the Company's operating margin
to  16.9%  from 13.6% in the prior year comparable  quarter.
The  Company  completed  a significant  number  of  aircraft
refurbishments  during  the quarter thereby  increasing  the
amount  of capitalized labor.  This reduced direct  expenses
during the quarter, thus improving  the operating margin.
     
     Human  Resource costs, including employee benefit costs,
increased $ 3.7 million, or 20%, to $ 22.6 million.   Salary
expense  increased  by $ 3.0 million due to  wage  increases
effective January 1, 1998, the addition of approximately 200
employees with the purchase of Air Evac and a new  pay  plan
implemented  in February 1998.  The Company's  gain  sharing
program  expense was $ 0.4 million higher than the  previous
year  period  due to increased earnings. In addition,  other
employee   benefit   costs,  including  medical   insurance,
increased  $  0.3 million primarily due to  an  increase  in
premiums and claim costs.

     Spare  parts  usage  and repairs and maintenance  costs
remained constant at $ 12.8 million.
     
     Aircraft depreciation increased $ 0.9 million, or  31%,
to  $ 3.8 million due to the purchase of additional aircraft
and equipment.  The Company acquired six aircraft ascribable
to  the  Air Evac acquisition in the third quarter of fiscal
year  1998.  The Company made net purchases of two  aircraft
during  fiscal  year  1999.   This  included  nine  aircraft
purchases; four of which were converted to leases during the
quarter  and  one  of  which was sold  during  the  quarter.
Additionally,  two aircraft were sold which  were  purchased
prior to fiscal year 1999.
     
     Helicopter rental expense remained constant  at  $  3.6
million.   There  were  ninety-one  leased  aircraft  as  of
October  31,  1998 as compared to eighty-six at October  31,
1997.   During  June  1998, thirteen  leased  aircraft  were
refinanced resulting in monthly lease expense reductions  of
$ 75,000.
     
     All  other  aircraft costs increased $ 0.9 million,  or
10%, to $ 10.0 million.

Selling, General, and Administrative Expenses

      Selling, general and administrative expenses increased
$ 1.0 million, or 26%  to $ 4.9  million.  Of this increase,
$ 0.5  million was related to an increase in  human resource
costs and $  0.6  million  was  related to legal  and  other
business consulting fees.  Offsetting  this  increase  was a
decline in computer software costs which were capitalized in
the second quarter  of  fiscal  1999  versus expensed in the
prior year's comparable quarter. The Company implemented SOP
98-1 during this  quarter  resulting  in approximately $ 0.5
million of costs being capitalized.

Interest Expense

     Interest expense increased $ 0.3  million, or  25%,  to
$ 1.5 million. This was primarily related to the increase in
the   Company's  long-term  debt.   Average  long-term  debt
increased $ 16.8 million,  or  25%,  over the  prior  year's
second quarter.


First Six Months Fiscal 1999 to First Six Months Fiscal 1998


       The  following  table  summarizes  and  compares  the
Company's  operating revenues by unit  for  the  six  months
ended October 31, 1998 and 1997:


                                     Operating Revenues for the Six Months
                                                Ended October 31,
                                   _________________________________________
                                   (Thousands of dollars, except percentages
                                                and flight hours)
                                   _________________________________________
                                                          Increase(Decrease)
                                                          __________________
                                      1998       1997         $         %
                                    ________   _______     ______      ____

Oil and Gas Aviation Services Unit  $105,184   $96,876     $8,308        9

                                                              
Aeromedical Services Unit             23,728    15,649      8,079       52
                                                              
Other                                    317       910       (593)     (65)
                                    ________  ________    _______     

Total Operating Revenues            $129,229  $113,435    $15,794       14
                                    ========  ========    =======      ====

Total Flight Hours                   125,831   134,549     (8,718)      (6)
                                    ========  ========    =======      ====

      Overall  flight activity for the first six  months  of
fiscal  1999 declined by 6% as demand for domestic  oil  and
gas  aviation  services  has  slowed  due  to  an  "economic
softening"  in the Gulf of Mexico.  The Company  anticipates
flight activity to continue to decline for the remainder  of
the  fiscal  year.   Despite these  declines,  oil  and  gas
revenues were higher due primarily to rate increases,  which
went  into  effect during the third quarter of fiscal  1998,
and  an increase in  Specials due to several tropical  storm
and hurricane evacuations.

     Fiscal year 1998 earnings were adversely impacted by
flood damage caused by Hurricane Danny to twenty- six
aircraft  located at one of the Company's field  bases.
The  approximate effect of this damage was $ 0.21 per  share
for  the  six  months ended October 31, 1997  and  primarily
relates to the incremental effect of lost revenue.   All  of
these aircraft are back in service.

      In  addition, results for the second quarter of fiscal
1999  were adversely impacted ($ 0.15 per diluted share)  by
the discontinuance of a joint venture in South America.


Oil and Gas Aviation Services Unit
     
     Revenues  for  the  six months ended October  31,  1998
increased  9%  to $ 105.2 million from $ 96.9 million.   The
increase  in  revenues  is primarily  attributable  to  rate
increases discussed above.  The effect of these rate increases
for  the six months ended October 31, 1998 was approximately
a $ 6.0 million increase in revenues.  Flight hours declined
8% to 112,181  hours from 122,406 hours for the six  months
ended October 31, 1998 due primarily to decreased activity in
the Gulf of Mexico.
     
Aeromedical Services Unit
     
     Aeromedical revenues increased $ 8.1 million,  or  52%,
to  $ 23.7 million.  Total Aeromedical programs and aircraft
as  of  October  31,  1998  were seventeen  and  forty-four,
respectively,  including  the  aircraft  acquired  with  the
Air Evac acquistion, versus fifteen Aeromedical programs and
thirty-eight aircraft at October 31, 1997. Of the forty-four
Aeromedical aircraft at October 31, 1998, thirty-eight   are
helicopters and six are fixed wing aircraft. Aeromedical flight
hours  for  the six months increased 2,304 hours  to  11,769
hours.   Of  the increase in flight hours and revenues,  Air
Evac  accounted for 1,617 additional hours and $ 7.4 million
in additional revenues, respectively.

Direct Expenses

     Direct expenses increased $ 11.1 million,  or  11%,  to   
$ 109.1 million primarily as a result of the addition of Air
Evac  which  accounted for $ 5.7 million  of  the  increase.
However,  direct  expenses  as  a  percentage  of  operating
revenues declined, improving the Company's operating  margin
to  15.6% from 13.6% in the prior year period.  The  Company
completed  a  significant number of aircraft  refurbishments
during  the second quarter thereby increasing the amount  of
capitalized labor.  This reduced direct expenses for the six
months, thereby improving the operating margin.
     
     Human  Resource costs, including employee benefit costs,
increased $ 7.9 million, or 21%, to $ 45.9 million.   Salary
expense  increased  by $ 6.4 million due to  wage  increases
effective January 1, 1998, the addition of approximately 200
employees with the purchase of Air Evac and a new  pay  plan
implemented in February.  The Company's gain sharing program
expense was $0.6  million higher than the previous year period due  to
increased  earnings.  In  addition, other  employee  benefit
costs,  including medical insurance, increased $ 0.9 million
primarily due to an increase in premiums and claim costs.

     Spare  parts  usage  and repairs and maintenance  costs
declined $ 0.6 million, or 2%, to $ 24.0 million.
     
     Aircraft depreciation increased $ 1.6 million, or  28%,
to  $ 7.3 million due to the purchase of additional aircraft
and equipment.  The Company acquired six aircraft ascribable
to  the  Air Evac acquisition in the third quarter of fiscal
year  1998.  The Company made net purchases of two  aircraft
during  fiscal  year  1999.   This  included  nine  aircraft
purchases, four of which were converted to leases during the
second quarter and one of which was sold during the second
quarter.  Additionally,  two aircraft were sold which  were
purchased prior to fiscal year 1999.
     
     Helicopter  rental expense increased $ 0.4 million,  or
6%, to $ 7.5 million.  There were ninety-one leased aircraft
as  of October 31, 1998 as compared to eighty-six at October
31, 1997.
     
     All  other  aircraft costs increased $ 1.1 million,  or
6%, to $ 19.5 million.
     
Selling, General, and Administrative Expenses

      Selling, general and administrative expenses increased
$  1.2 million, or 15%, to $ 9.1 million.  Of this increase,
$ 0.7 million related to an increase in human resource costs
and  $  1.0  million  related to legal  and  other  business
consulting fees.  Offsetting this increase was a decline  in
computer  software  costs which were capitalized  in  fiscal
1999  versus expensed in the prior year's comparable period.
The Company implemented SOP 98-1 during the first six months
of  fiscal 1999 resulting in approximately $ 0.9 million  of
costs being capitalized.

Interest Expense

     Interest expense increased $ 0.6 million,  or  25%,  to  
$ 3.0 million. This was primarily related to the increase in
the   Company's  long-term  debt.   Average  long-term  debt
increased $ 14.8 million, or 22%, over the prior year's  six
month period.

LIQUIDITY AND CAPITAL RESOURCES

     The  following is a comparison of the first six  months
of the fiscal year ending April 30, 1999 with the year ended
April 30, 1998.

     The  Company's cash position as of October 31, 1998 was
$  1.6  million compared to $ 2.8 million at April 30, 1998,
the Company's fiscal  year  end.  Working  capital increased  
$ 8.4 million from $ 48.0 million at fiscal year end to $ 56.4
million at October 31, 1998.
     
     Total   long-term  debt, net  of  current   maturities,
increased  $ 14.6 million to $ 81.4 million as a  result  of
the  investing  activities described below.   The  Company's
current  debt  obligation totals $ 5.9 million,  payable  in
equal  quarterly installments, which the Company intends  to
pay  with cash flow from operations.  On November 30,  1998,
the  Company and its principal lending group entered into  a
loan  agreement that amended and restated its original  loan
agreement dated January 1, 1986. The new agreement increased
the Company's credit capacity by $ 7.0 million.  At December
10,  1998, the Company had $ 13.5 million of credit capacity
available under its credit facilities.  The Company believes
its cash flow from operations in conjunction with its credit
capacity is sufficient to meet its planned requirements  for
the  foreseeable future.  The Company is in compliance  with
the provisions of its loan agreements.
     
     Cash  provided  by  operating  activities  was  $   1.9
million.   Investing activities included  the  purchase  and
completion  of  nine  aircraft, aircraft  improvements,  and
engines  for $ 26.7 million. The Company also converted  the
purchases  of  four of these aircraft into leases  receiving
proceeds of approximately $ 5.7 million. Additional proceeds
of  $  1.8  million were received on an aircraft  which  was
purchased and sold during the quarter.  Investing activities
were   primarily   funded  through   proceeds   from   asset
dispositions  and increased borrowings under  the  Company's
credit facilities.  The Company paid dividends of $ 0.05 per
share during the first and second quarters of fiscal 1999.
     
     The Company continues to review selected domestic bases
for  possible  fuel  contamination  resulting  from  routine
flight  operations.   The  Company has  expensed,  including
provisions  for environmental costs, $ 0.2 million  for  the
six  months  ended  October 31, 1998 as compared  to  $  0.7
million for the comparable period in fiscal year 1998.   The
aggregate liability recorded for environmental related costs
at  October  31,  1998 is $ 1.7 million  which  the  Company
believes    is   adequate   for   probable   and   estimable
environmental  costs.   The  Company  will  make  additional
provisions  in  future periods to the extent appropriate  as
further information regarding these costs becomes available.
     
      The  Company  has considered the impact of  Year  2000
("Y2K") issues on its computer systems and applications.   A
committee  consisting of members of senior  management  from
various  disciplines within the Company has been formed  and
is  meeting regularly to discuss and outline the appropriate
course  of  action  that  must be taken  to  deal  with  any
potential  Year  2000 issues.  A compliance  plan  has  been
developed  and  conversion  activities  are  in  process  in
conjunction  with  the current information systems  upgrades
and is expected to be completed and tested in 1998.

      The  Company  has committed to purchase  software  and
upgrade  its  hardware  to address  the  Year  2000  issues.
Management  does not expect that this project  will  have  a
significant effect on the Company's operations primarily due
to   the   significant  expenditures  for  new   information
technology systems during fiscal 1998, 1997 and 1996.

      The  Company is currently undertaking an inventory  of
all  equipment used in the transmission and reception of all
signals  to  identify  items that need  to  be  upgraded  or
replaced.  The Company has retained the consulting  firm  of
BrightStar  Information  Technology  Group,  Inc.   for   an
estimated cost of $ 0.3 million to assist with a wide  range
of  Year  2000  services, including a complete hardware  and
software inventory and Year 2000 compliance analysis.   This
review is expected to be completed by March 31, 1999.

      This assessment includes evaluating our position  with
significant suppliers, lenders, large customers  and  others
to  ensure  that  those  parties have appropriate  plans  to
address Year 2000 issues where they may otherwise impact the
operations  of the Company.  The Company does not  have  any
significant  suppliers, lenders and/or large customers  that
directly interface with the Company's information technology
systems.   There  is no guarantee that the  systems  of  the
Company's   suppliers  and  customers  will  be  Year   2000
compliant in time or that any such non-compliance  will  not
have  an adverse effect on the Company's financial condition
or  results  of  operations.  Concurrent with the  Company's
efforts to correct Year 2000 issues, the Company is  in  the
process  of developing appropriate contingency plans,  which
the Company expects to have completed by March 31, 1999,  to
help  prevent the Company's operations from being materially
impacted by a failure to correct a Year 2000 problem.


FORWARD LOOKING STATEMENTS

     All statements other than statements of historical fact
contained in this Form 10-Q, other periodic reports filed by
the  Company under the Securities Exchange Act of  1934  and
other  written  or oral statements made  by  it  or  on  its
behalf,  are forward looking statements.  When used  herein,
the  words  "anticipates", "expects", "believes", "intends",
"plans",  or "projects" and similar expressions are intended
to  identify forward looking statements.  It is important to
note  that forward looking statements are based on a  number
of  assumptions  about  future events  and  are  subject  to
various  risks,  uncertainties and other  factors  that  may
cause the Company's actual results to differ materially from
the  views,  beliefs and estimates expressed or  implied  in
such  forward  looking  statements.   Although  the  Company
believes  that the assumptions reflected in forward  looking
statements  are reasonable, no assurance can be  given  that
such  assumptions  will prove correct.  Factors  that  could
cause  the Company's results to differ materially  from  the
results discussed in such forward looking statements include
but are not limited to the following:  flight variances from
expectations,  volatility  of  oil  and  gas   prices,   the
substantial  capital  expenditures  required  to  fund   its
operations,  environmental  risks,  competition,  government
regulation,  unionization, Year 2000 issues and the  ability
of  the  Company  to implement its business  strategy.   All
forward  looking statements in this document  are  expressly
qualified in their entirety by the cautionary statements  in
this  paragraph.  The Company undertakes  no  obligation  to
update publicly any forward looking statements, whether as a
result of new information, future events or otherwise.



RESULTS AT A GLANCE (Unaudited)

  The   following  table  provides  a  summary  of  critical
operating  and financial statistics (thousands  of  dollars,
except per share amounts, financial ratios, flight hours and
general statistics):

                                             Six Months Ended October 31,
                                           _______________________________
Operations                                       1998             1997
                                           _______________________________

  Operating revenues                          $ 129,229        $ 113,435
  Net earnings                                    3,956            3,329
  Net earnings per basic share                     0.77             0.65
  Net earnings per diluted share                   0.76             0.64
  Book value per diluted share                    18.77            17.42
  Annualized return on shareholders' equity        8.2%             7.5%
  Total flight hours - operated                 125,831          134,549
                                                             
Financial Summary                          October 31, 1998  April 30, 1998
                                           ________________  ______________     
                                                             
  Net working capital                         $  56,426        $  47,971
  Net book value of property and equipment      144,492          135,119
  Long-term debt, net of current maturities      81,358           66,795
                                                             
General Statistics                                           
                                                             
  Aircraft operated                                 309              307
  Employees                                       2,186            2,135
                              
                              
                 PART II - OTHER INFORMATION
                              
                              

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

       The annual meeting of stockholders of the Company was
held  on  October  30, 1998, at which time the  stockholders
elected the following directors:

Nominees                        For             Withheld
________                        ___             ________

Carroll W. Suggs             2,692,502             516

Leonard M. Horner            2,693,018               0

James W. McFarland           2,692,990              28

Bruce N. Whitman             2,692,988              30


The  proposal for the Directors Stock Compensation Plan (the
"Plan")  was  approved.  The following number of  shares  of
voting common stock were cast on the proposal to approve the
Plan, as shown below:

       For               Against             Abstain
       ___               _______             _______

    2,591,329            118,300              1,790


Item  6. EXHIBITS AND REPORTS ON FORM 8-K

(a)    Exhibits

3.1      (i)   Articles  of  Incorporation  of  the  Company
               (incorporated by reference to Exhibit No. 3.1
               (i) to PHI's Report on Form 10-Q for the quarterly
               period ended October 31, 1994).

        (ii)   By-laws of the Company (incorporated by reference
               to Exhibit No. 3.1 (ii) to  PHI's Report on Form
               10-Q for the quarterly period ended July 31, 1996).

27     Financial Data Schedule

(b)    Reports on Form 8-K

               No reports were filed on Form 8-K for the quarter
               ending October 31, 1998.


SIGNATURES


     Pursuant to the requirements of the Securities Exchange
Act  of 1934, the Registrant has duly caused this report  to
be  signed  on its behalf by the undersigned thereunto  duly
authorized.




                                     Petroleum Helicopters, Inc.


December  15, 1998                   By: /s/ Carroll W. Suggs
                                     ________________________________
                                     Carroll W. Suggs
                                     Chairman of the Board, President
                                     and Chief Executive Officer
                                     (duly authorized officer)


December  15, 1998                   By: /s/ Michael J. McCann
                                     ________________________________
                                     Michael J. McCann
                                     Chief Financial Officer and
                                     Treasurer
                                     (principal financial and
                                        accounting officer)