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, 1999

                                    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              (Zip Code)
                offices)

    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 ___

                   APPLICABLE ONLY TO CORPORATE ISSUERS:
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, 1999
                _____                _______________________________
          Voting Common Stock                2,793,386 shares
       Non-Voting Common Stock               2,366,175 shares




                      PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

               PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                 (Thousands of dollars, except share data)

                                              October 31,     April 30,
                                                 1999          1999 (1)
                                              -----------    -----------
                   ASSETS                      (Unaudited)

Current Assets:
 Cash and cash equivalents                     $     1,053   $     3,025
 Accounts receivable - net of allowance             44,124        42,235
 Inventory                                          38,077        34,902
 Prepaid expenses                                    1,317         1,658
 Refundable income taxes                             4,900         3,368
                                               ------------   -----------
            Total current assets                    89,471        85,188
                                               ------------   -----------

Investments in affiliates and other                  1,979         1,827
Property and equipment:
 Cost                                              264,518       272,330
 Less accumulated depreciation                    (123,247)     (127,770)
                                               ------------   -----------
                                                   141,271       144,560
                                               ------------   -----------
            Total Assets                       $   232,721   $   231,575
                                               ============  ============

    LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
 Accounts payable and accrued liabilities      $    22,025   $    22,210
 Accrued vacation payable                            5,937         6,057
 Current maturities of long-term debt                5,927         5,891
                                               ------------   -----------
            Total current liabilities               33,889        34,158
                                               ------------   -----------

Long-term debt, net of current maturities           77,431        74,405
Deferred income taxes                               19,411        19,411
Other long-term liabilities                          7,213         7,020

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                279           279
 Non-voting common stock - par value of $ 0.10;
   authorized 12,500,000; issued shares of
   2,368,175 at October 31 and April 30                237           237
 Additional paid-in capital                         11,717        11,717
 Retained earnings                                  82,544        84,348
                                               ------------  ------------
            Total Shareholders' Equity              94,777        96,581
                                               ------------  ------------
            Total Liabilities and
                Shareholders' Equity           $   232,721   $   231,575
                                               ============  ============

(1) The balance sheet at April 30, 1999 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,
                                -------------------    ---------------------
                                   1999       1998        1999        1998
                                ---------  ---------   ---------    ---------
REVENUES:
 Operating revenues             $ 55,358   $ 67,009    $ 109,172    $ 129,229
 Other income, net                   907     (1,531)       4,768       (1,374)
                                ---------  ---------   ----------   ----------
                                  56,265     65,478      113,940      127,855
                                ---------  ---------   ----------   ----------


EXPENSES:
 Direct expenses                  52,982     55,808      104,517      109,099
 Selling, general
   and administrative              5,160      4,844        9,002        9,109
 Interest expense                  1,472      1,536        2,907        2,985
                                ---------  ---------   ----------   ----------
                                  59,614     62,188      116,426      121,193
                                ---------  ---------   ----------   ----------

Earnings (loss) before
  income taxes                    (3,349)     3,290       (2,486)       6,662

Provision (benefit) for
  income taxes                    (1,278)     1,336         (950)       2,706
                                ---------  ---------   ----------   ----------

Net earnings (loss)             $ (2,071)  $  1,954    $  (1,536)   $   3,956
                                =========  =========   ==========   ==========

BASIC:
 Earnings (loss) per
    common share                $  (0.40)  $   0.38    $   (0.30)   $    0.77
                                =========  =========   ==========   ==========

DILUTED:
 Earnings (loss) per
    common share                $  (0.40)  $   0.37    $   (0.30)   $    0.76
                                =========  =========   ==========   ==========

Weighted average common
    shares outstanding             5,160      5,169        5,160        5,165

Incremental common shares             33         59           39           66
                                ---------  ---------   ----------   ----------

Weighted average common
    shares and equivalents         5,193      5,228        5,199        5,231
                                =========  =========   ==========   ==========

Dividends declared per
    common share                $   0.00   $   0.05    $    0.05    $    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
                          (Thousands of dollars)
                                (Unaudited)


                                                Six Months Ended October 31,
                                                ----------------------------
                                                     1999           1998
                                                 ------------   -----------

Cash flows from operating activities:
 Net earnings (loss)                             $  (1,536)     $   3,956
 Adjustments to reconcile net earnings (loss)
   to net cash provided by (used in)
   operating activities:
    Depreciation                                     7,325          7,680
    Deferred income taxes                                -           (487)
    (Gain) loss on asset dispositions               (4,704)           113
    Equity in net (earnings) losses of
      investee companies, net of distributions          64            (83)
    Loss from operations disposal                        -          1,344
 Changes in operating assets and liabilities        (3,405)       (10,617)
                                                 ----------     ----------

Net cash provided by (used in)
  operating activities                              (2,256)         1,906
                                                 ----------     ----------

Cash flows from investing activities:
 Investments                                          (100)          (270)
 Purchase of property and equipment                 (8,394)       (26,654)
 Proceeds from asset dispositions                    6,233          9,676
                                                 ----------     ----------

Net cash used in investing activities               (2,261)       (17,248)
                                                 ----------     ----------

Cash flows from financing activities:
 Proceeds from long-term debt                       11,000         24,000
 Payments on long-term debt                         (7,937)        (9,404)
 Proceeds from exercise of stock options
    and other                                            -             78
 Dividends paid                                       (518)          (516)
                                                 ----------     ----------

Net cash provided by financing activities            2,545         14,158
                                                 ----------     ----------

Decrease in cash and cash equivalents               (1,972)        (1,184)

Cash and cash equivalents, beginning of period       3,025          2,753
                                                 ----------     ----------

Cash and cash equivalents, end of period         $   1,053      $   1,569
                                                 ==========     ==========


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, 1999 AND 1998
                                (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 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, 1999  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 period's financial statements  in  order  to
conform  to  the  classifications adopted for reporting in  the  transition
period ending December 31, 1999.  These reclassifications had no impact  on
net income or shareholders' equity.

The  Company's  financial  results, particularly  as  they  relate  to  the
Company's  domestic  oil  and gas operations, 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  winter  months
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 a full fiscal year.

(2)  Change in Accounting Estimate

Property and Equipment

Effective May 1, 1999 the Company changed the estimated useful lives on its
aircraft from ten years to fifteen years.  The residual value was increased
from  25% to 30%.  The Company believes the revised estimated useful  lives
and  residual values will more appropriately reflect its financial  results
by  better matching costs over the estimated useful lives of these  assets.
The  effect  of  this change on net income for the quarter and  six  months
ended  October  31,  1999  was  a  reduction  in  depreciation  expense  of
approximately $ 0.6 million ($ 0.4 million after tax or $ 0.08 per  diluted
share)  and $ 1.2 million ( $ 0.7 million  after tax or  $ 0.14 per diluted
share), respectively.

(3)  Change in Fiscal Year

The Company has elected to change its fiscal year from April 30 to a fiscal
year ending December 31.  The Company will file a transition report on Form
10-K for the eight-month period ending December 31, 1999.  The Company will
commence reporting on a calendar year basis with the filing of its Form 10-
Q for the quarter ending March 31, 2000.

(4)  Segment Information

In   fiscal  1999,  the  Company adopted SFAS No. 131,  "Disclosures  about
Segments  of  an Enterprise and Related Information," which  requires  that
companies  disclose  segment data based on how management  makes  decisions
about allocating resources to segments and measuring their performance.

The  Company  operates principally in  two  units:   Oil  and  Gas
Aviation  and Aeromedical Services.  The  Oil  and  Gas  Aviation
unit includes  domestic  and  international   helicopter
services  provided  to oil and gas customers, including technical  services
and  maintenance work.  The Aeromedical Services unit includes  all
services  provided  to  the  Company's  air  medical  customers,  including
hospitals and medical programs.

Segment  operating  profit  is  based on  operating  revenues  less  direct
expenses, selling, general and administrative costs and special charges, if
any,  applicable to the operating segment.  Segment assets are those assets
used  exclusively in the operation of each operating segment or  which  are
allocated when used jointly. Corporate assets are principally cash and cash
equivalents,  short  term investments, other current  assets,  and  certain
property, plant and equipment.  Corporate overhead, consisting primarily of
non-allocable selling, general and administrative costs is not allocated to
the operating segments.

Summarized   financial  information  concerning  the  Company's   operating
segments  for  the three and six months ended October 31 is  shown  in  the
following table (in thousands):

                             Three Months Ended         Six Months Ended
                                October 31,                October 31,
                             --------------------     ----------------------
                               1999        1998         1999          1998
                             -------      -------     --------      --------
Operating revenues:
  Oil and Gas               $ 44,245     $ 54,867    $  86,220     $ 105,138
  Aeromedical                 11,074       11,987       22,748        23,728
  Other                           39          155          204           363
                            ---------    ---------   ----------    ----------
                            $ 55,358     $ 67,009    $ 109,172     $ 129,229
                            =========    =========   ==========    ==========

Operating profit:
     Oil and Gas                 332 (1)    7,171          370 (1)    13,681
     Aeromedical                   8          653          272         1,321
                            ---------    ---------   ----------    ----------
    Total Segment
      operating profit      $    340     $  7,824    $     642     $  15,002

Other income, net                907            6        4,768           163
Corporate overhead            (3,124)      (3,004)      (4,989)       (5,518)
Interest expense              (1,472)      (1,536)      (2,907)       (2,985)
                            ---------    ---------   ----------    ----------
Earnings before
   income taxes             $ (3,349)    $  3,290     $ (2,486)    $   6,662
                            =========    =========   ==========    ==========

(1) Includes severance costs of $ 1.0 million recorded during the second
     quarter ended October 31, 1999




(5)  New Accounting Pronouncements

In  June 1998, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No.  133  ("FAS  133"),  "Accounting  for
Derivative  Instruments and Hedging Activities."  FAS 133, as  amended,  is
effective for all fiscal quarters of fiscal years beginning after June  15,
2000  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 FAS 133 is encouraged and is permitted as of the beginning of
any  fiscal quarter that begins after the issuance of FAS 133.  The Company
believes  that,  due to its current limited use of derivative  instruments,
adoption  of  FAS  133  will not have a material effect  on  the  Company's
results of operations, financial position, or liquidity.

(6)  Environmental Liability

The  Company continues to review selected domestic bases for possible  fuel
contamination  resulting  from routine flight  operations.   The  aggregate
liability recorded for environmental related costs at October 31, 1999 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.  No additional  provisions  were
recognized during the six months ended October 31, 1999.


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

Management's Discussion and Analysis of Financial Condition and Results  of
Operations  ("MD&A")  should be read in conjunction with  the  accompanying
financial   statements  and  with  the  Company's  Consolidated   Financial
Statements  for  the year ended April 30, 1999 together  with  the  related
Notes to Consolidated Financial Statements and Management's Discussion  and
Analysis of Financial Condition and Results of Operations.

                        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 OF OPERATIONS

The Company is engaged primarily 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 ("technical services") to outside parties.


Second Quarter ended October 31, 1999 to Second Quarter ended October 31, 1998
------------------------------------------------------------------------------

Operating Revenues

 General

 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  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 Services 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.   Air  Evac
 Services,  Inc.  ("Air  Evac"), a separately incorporated  company  within
 PHI's   Aeromedical  Services  Unit, operates  in  Arizona  and  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, 1999 and 1998:

                        Operating Revenues for the Quarter Ended October 31,
                    -----------------------------------------------------------
                    (Thousands of dollars, except percentages and flight hours)
                    -----------------------------------------------------------
                                                        Increase (Decrease)
                               --------    --------    -------------------
                                 1999        1998          $           %
                               --------    --------    ----------    ------
Oil and Gas Aviation Unit      $ 44,245   $ 54,867     $ (10,622)     (19)

Aeromedical Services Unit        11,074     11,987          (913)      (8)

Other                                39        155          (116)     (75)
                               --------   --------     ----------

Total Operating Revenues       $ 55,358   $ 67,009     $ (11,651)     (17)
                               ========   ========     ==========    =====

Total Flight Hours               49,777     62,511       (12,734)     (20)
                               ========   ========     ==========    =====


 Oil and Gas Aviation Unit

 Total  Oil  and Gas Aviation Unit revenues for the quarter  ended
 October  31, 1999 decreased 19% to $ 44.2 million from $ 54.9 million  for
 the  quarter  ended October 31, 1998.  Flight hours for the quarter  ended
 October  31, 1999 declined 21% to 43,858 hours from 55,762 hours. These
 decreases were due primarily to decreased activity in  the Gulf of Mexico
 and by reductions in flight hours from two customers not related to decreased
 drilling or production activity.  In addition, the prior year second quarter
 included an increase in "Specials" due to several tropical storm and
 hurricane evacuations which did not occur in the second quarter ended October
 31,1999.

     United  States Aviation Operations.  Demand for the Company's domestic
     oil  and gas aviation services is directly influenced by offshore  oil
     and  gas  exploration, development and production  activities  in  the
     areas  in  which PHI operates, which in turn is affected primarily  by
     oil  and  gas prices.  Despite the recent improvements in oil and  gas
     prices,  activity in the Gulf of Mexico continues to be  depressed  as
     oil  and  gas companies continue to focus on their costs.  The Company
     does not expect any significant improvement in demand for its services
     for the remainder of this calendar year.

     Second  quarter  operating revenues attributable  to  domestic  flight
     operations were $ 34.6 million compared to $ 44.5 million for the prior
     year  second quarter, a decrease of $ 9.9 million, or 22%.  Flight hours
     declined 23% over the prior year second quarter.  The decrease in flight
     hours accounted for substantially all of the revenue decrease.

     International  Aviation Operations.  International operating  revenues
     decreased $ 1.0 million this quarter to $ 5.6 million as compared  to
     $ 6.6 million for the prior year second quarter.  This decrease resulted
     primarily from the expiration of a contract in Venezuela.

     Technical Services Operations.  Technical Services operating  revenues
     were  $  4.0 million for the current quarter compared to $ 3.8 million
     in  the  prior  year second  quarter,  an increase of $  0.2  million.
     This  increase  was  primarily attributable to additional  third-party
     maintenance work.

  Aeromedical Services Unit

  Aeromedical  revenues decreased $ 0.9 million, or 8%, to $ 11.1  million,
  as  compared  to $ 12.0 million in the prior year second  quarter.   Rate
  increases on several contracts were offset by a $ 1.2 million decline  in
  revenues of Air Evac, primarily as a result of increased competition  in
  Arizona,  where Air Evac operates.  In November 1999, PHI announced  that
  it  was  reducing the personnel and aircraft complement at Air  Evac,  as
  well  as  closing several unprofitable locations.  The net loss  for  Air
  Evac  for  the  quarter ended October 31, 1999 was  approximately  $  0.3
  million before tax and $  0.2  million  after tax.  Excluding the
  unprofitable locations,  which were  closed in  November, Air Evac would
  have recorded earnings before taxes of $ 0.4 million ($ 0.3 million after
  tax).

  Total  Aeromedical programs and aircraft as of October 31, 1999  remained
  the   same  as  October  of  last  year,  at  seventeen  and  forty-four,
  respectively.   When  the reduction in the Air Evac fleet  is  completed,
  the number of aircraft will be reduced to thirty-nine.

  Total  Aeromedical  flight hours decreased 354 hours,  or  6%,  to  5,480
  hours.   The Air Evac operation accounted for approximately 52%  of  this
  decrease.

Other Income, net

Other  income, net includes gains recorded relating to the sale of aircraft
of  $  0.9  million  as  compared to a loss of $ 0.2  million  on  aircraft
sales for the prior year second quarter.  Additionally,  prior  year
second  quarter  results were negatively impacted by  a  charge  of  $  1.3
million related to the discontinuance of a joint venture in South America.

Expenses

 Direct Expenses

 Direct  expenses  decreased  $ 2.8 million, or  5%,  to  $  53.0  million,
 primarily  as  a  result  of decreased activity levels  and  a  change  in
 aircraft  depreciable  lives  (See Note 2 to  the  Condensed  Consolidated
 Financial  Statements).   Due to the recent slow  down  in  activity,  the
 Company  is  evaluating  cost reductions in all areas.   On  September  1,
 1999,  the Company reduced its personnel complement which is  expected
 to  result  in an annual salary expense reduction of approximately  $  3.5
 million.   Severance costs totaling $ 1.0 million related to  this  action
 were  recorded in the second quarter and are included in "Selling, General
 and  Administrative expenses".  The Company also reduced it fleet size  to
 275  aircraft  as of October 31, 1999, and as noted above, determined to
 close certain of Air Evac's unprofitable locations, reduce personnel and
 dispose of certain  aircraft operated by Air  Evac.  As  these
 actions were only recently implemented, the financial impact will  not  be
 reflected until subsequent quarters.

 Human   Resource   costs,  including  employee  benefit  costs,   remained
 relatively  constant at $ 22.8 million.  The Company  began  reducing  its
 cost  structure  in  January 1999, and by June 30, 1999  had  reduced  its
 personnel complement by 166 and made reductions in other cash expenditures.
 In July, due to competitive industry pressures, the Company implemented a
 compensation increase primarily for its pilots and mechanics.  The increase
 in July 1999 more than offset what cost reductions were previously
 implemented.  Although the Company recently made further reductions in its
 labor force, the expected human resource cost reduction will not be reflected
 until subsequent quarters.

 Spare  parts  usage  and  repair  and maintenance  costs  declined  $  0.7
 million, or  6%,  to $ 12.1 million due to a reduction in  the  number  of
 aircraft  and flight hours.  Although the number of aircraft has declined,
 spare  parts usage and repair and maintenance costs declined at  a  lesser
 rate  as  the  Company continues to refurbish and maintain  its  fleet  of
 aircraft   under  a  prescribed  refurbishment  schedule.   Aircraft   are
 refurbished based on specific time tables and, thus, costs are to a certain
 extent incurred on a basis unrelated to flight activity.

 Insurance  costs and helicopter rent declined $ 0.7 million primarily  due
 to  the disposition of aircraft that no longer met the Company's needs and
 also  due  to  lower rental rates on newly leased aircraft.  Environmental
 costs declined $ 0.1 million.

 Selling, General, and Administrative Expenses

 Selling,  general and administrative expenses increased $ 0.3 million,  or
 7%,  to  $  5.2  million.  Excluding severance charges of  $  1.0  million
 recorded  in  the  current  quarter, selling, general  and  administrative
 expenses  decreased  $  0.6 million compared  to  the  prior  year.   This
 decrease  is  primarily  due to a reduction in legal  and  other  business
 consulting expenses.


Six Months ended October 31, 1999 to Six Months ended October 31, 1998
----------------------------------------------------------------------

The  following  table  summarizes  and  compares  the  Company's  operating
revenues by segment for the six months ended October 31, 1999 and 1998:

                      Operating Revenues for the Six Months Ended October 31,
                    -----------------------------------------------------------
                    (Thousands of dollars, except percentages and flight hours)
                    -----------------------------------------------------------
                                                        Increase (Decrease)
                               --------    --------    --------------------
                                 1999        1998          $           %
                               --------    --------    ----------    ------
Oil and Gas Aviation Unit      $ 86,220   $105,138     $ (18,918)     (18)

Aeromedical Services Unit        22,748     23,728          (980)      (4)

Other                               204        363          (159)     (44)
                               --------   --------     ----------

Total Operating Revenues       $109,172   $129,229     $ (20,057)     (16)
                               ========   ========     ==========    =====

Total Flight Hours               99,870    125,831       (25,961)     (21)
                               ========   ========     ==========    =====


 Oil and Gas Aviation Unit

 Total  Oil  and  Gas Aviation Unit revenues for  the  six  months
 ended  October  31,  1999 decreased 18% to $ 86.2  million  from  $  105.1
 million  for the six months ended October 31, 1998.  Flight hours declined
 22%  to  87,682 hours from 112,181 hours for the six months ended  October
 31,  1999.   These decreases were due primarily to decreased  activity  in
 the  Gulf  of  Mexico and by reductions in flight hours from  two
 customers not related to decreased drilling or production activity.  In
 addition, the prior year period included an increase in "Specials"
 due to several tropical storm and hurricane evacuations which did not occur
 in the current period.


     United  States Aviation Operations.  Demand for the Company's domestic
     oil  and gas aviation services is directly influenced by offshore  oil
     and  gas  exploration, development and production  activities  in  the
     areas  in  which PHI operates, which in turn is affected primarily  by
     oil  and  gas prices.  Despite the recent improvements in oil and  gas
     prices,  activity in the Gulf of Mexico continues to be lackluster  as
     oil  and  gas companies continue to focus on their costs.  The Company
     does not expect any significant improvement in demand for its services
     for  the  remainder of this calendar year.  PHI was also  affected  by
     reductions  in flight hours from two of its customers not  related  to
     decreased drilling or production activity.

     Operating revenues for the six months ended October 31, 1999 attributable
     to domestic flight operations were $ 68.1  million compared to $ 87.2
     million for the prior year period, a decrease of $ 19.1 million, or 22%.
     Flight hours declined 23% over the prior year six months.  The decrease in
     flight hours accounted for substantially all of the revenue decrease.

     International  Aviation Operations.  International operating  revenues
     were  $ 10.4 million as compared to $ 11.2 million for the prior  year
     period, a decrease of $ 0.8 million, or 7%.  This  decrease
     resulted primarily from the expiration of a contract in Venezuela.

     Technical Services Operations.  Technical Services operating  revenues
     were  $  7.7  million for the current six months  compared  to  $  6.8
     million in the prior year period, an increase of $ 0.9  million.  This
     increase was primarily attributable to additional third-party maintenance
     work.

  Aeromedical Services Unit

  Aeromedical  revenues decreased $ 1.0 million, or 4%, to $ 22.7  million,
  as  compared  to  $  23.7  million in the prior year  six  months.   Rate
  increases on several contracts were offset by a $ 2.1 million decline  in
  revenues  of  Air Evac, primarily as a result of increased competition in
  Arizona,  where Air Evac operates.  In November 1999, PHI announced  that
  it  was  reducing the personnel and aircraft complement at Air  Evac,  as
  well  as  closing several unprofitable locations.  The net loss  for  Air
  Evac  for the six months ended October 31, 1999 was approximately  $  0.5
  million  before  tax  and  $  0.3  million  after  tax.   Excluding   the
  unprofitable  locations, which were closed in November,  Air  Evac  would
  have  recorded  earnings  before taxes of $ 0.9 million  ($  0.5  million
  after tax).

  Total  Aeromedical programs and aircraft as of October 31, 1999  remained
  the   same  as  October  of  last  year,  at  seventeen  and  forty-four,
  respectively.   When  the reduction in the Air Evac fleet  is  completed,
  the number of aircraft will be reduced to thirty-nine.

  Total  Aeromedical flight hours decreased 406 hours,  or  3%,  to  11,363
  hours.   The Air Evac operation accounted for approximately 59%  of  this
  decrease.


Other Income, net

Other income, net includes gains recorded relating to the sale of assets of
$  4.7 million as compared to a loss of $ 0.1 million on aircraft sales  in
the prior year period.  The Company  sold  eleven aircraft during the quarter
ended July 31, 1999 and six aircraft during the quarter ended October 31,
1999.  Adversely impacting prior year results was a $ 1.3 million charge
related to the discontinuance of a joint venture  in South America.

Expenses

 Direct Expenses

 Direct  expenses  decreased $ 4.6 million, or  4%,  to  $  104.5  million,
 primarily  as  a  result  of decreased activity levels  and  a  change  in
 aircraft  depreciable  lives  (See Note 2 to  the  Condensed  Consolidated
 Financial  Statements).   Due to the recent slow  down  in  activity,  the
 Company  is  looking  at cost reductions in all areas.   On  September  1,
 1999,  the  Company  reduced its personnel complement  which  is  expected
 to  result in  an annual salary expense reduction of  approximately  $ 3.5
 million.  Severance costs recorded in the second quarter  related  to this
 action were approximately $ 1.0 million.  (see discussion  below regarding
 "Selling, General and Administrative" expenses).  The Company also reduced
 its fleet size to 275 aircraft as of October 31, 1999 and decided to close
 certain of Air Evac's  unprofitable  locations, reduce its personnel  and
 dispose of certain aircraft operated  by  Air  Evac.

 Human  Resource costs, including employee benefit costs, decreased  $  0.7
 million,  or 2%, to $ 45.1 million this six months compared to  the  prior
 year  six months.  Although the Company's work force was reduced from  the
 prior  year by approximately 175 employees, salary expense only  decreased
 by  $  0.3 million due to wage and benefit increases effective July  1999.
 These  increases  were required to respond to competitive market  pressure
 and  the  Company's  need to retain highly qualified personnel.   Employee
 benefit  costs declined by $ 0.4 million related to the reduction  in  the
 work force.

 Spare  parts  usage  and  repair and maintenance  costs  decreased  $  0.5
 million, or 2%, to $ 23.4  million due to a reduction in aircraft fleet and
 flight activity.   Although  the  number  of aircraft has declined,  spare
 parts  usage  and  repair  and  maintenance costs declined at a lesser rate
 as  the  Company  continues  to  refurbish  and  maintain its  fleet  of
 aircraft  under  a  prescribed  refurbishment  schedule.  Aircraft are
 refurbished based on specific time tables and, thus, costs are to a certain
 extent incurred  on  a  basis  unrelated to flight activity.

 Insurance costs and  helicopter rent declined $ 1.1 million primarily  due
 to  the  disposition of aircraft that no longer met the  Company's  needs.
 Environmental costs declined $ 0.2 million.

 Selling, General, and Administrative Expenses

 Selling,  general and administrative expenses decreased $ 0.1 million,  or
 1%,  to  $  9.0  million.  Excluding severance charges of  $  1.0  million
 recorded  in  the  second  quarter, selling,  general  and  administrative
 expenses  decreased  $  1.1 million compared  to  the  prior  year.   This
 decrease  is  primarily  due to a reduction in legal  and  other  business
 consulting expenses.  Additional severance charges of approximately $  0.2
 million  will  be recorded in November related to the Air Evac  downsizing
 as previously discussed.

                      LIQUIDITY AND CAPITAL RESOURCES

The  following is a comparison of the quarter ended October 31,  1999  with
the year ended April 30, 1999.

The  Company's  cash  position as of October 31, 1999  was  $  1.1  million
compared to $ 3.0 million at April 30, 1999, the Company's fiscal year end.
Working  capital increased $ 4.6 million from $ 51.0 million at  April  30,
1999 to $ 55.6 million.

Total  long-term debt increased $ 3.1 million to $ 83.4 million,  of  which
the   current  portion  is  $  5.9  million,  payable  in  equal  quarterly
installments,  which  the  Company intends  to  pay  with  cash  flow  from
operations.  At December 10, 1999, the Company had $ 8.5 million of  credit
capacity  available under its credit facilities.  The Company believes  its
cash  flow  from  operations in conjunction with its  credit  capacity  and
proceeds  from  asset sales is sufficient to meet its planned  requirements
for  the  foreseeable  future.   The Company  is  in  compliance  with  the
provisions of its loan agreements.

Cash used in operating activities was $ 2.3 million.  Severance payments of
$  1.0  million  were  made  during the quarter  ended  October  31,  1999.
Additional  payments of approximately $ 0.2 million were  made  during  the
third quarter for Air Evac personnel.

Cash  used in investing activities was $ 2.3 million.  Investing activities
included  the purchase and completion of aircraft improvements and  engines
and  other  property,  plant and equipment for $  8.4  million  which  were
primarily  funded  through  proceeds from asset  dispositions.   Additional
proceeds of $ 1.9  million were received in November 1999 from  the  second
quarter aircraft sales.  The Company also paid dividends of $ 0.05 per share
during the quarters ended July 31, 1999 and October 31, 1999. On October 29,
1999, the Board of Directors voted to suspend PHI's quarterly cash dividend
payments.   The  dividend  suspension is part of  the  overall  program  to
reposition  PHI in view of the recent declines in oil and gas  activity  in
its  principal market, and the consolidations that have taken place and are
continuing in the oil and gas industry.

The  Company continues to review selected domestic bases for possible  fuel
contamination  resulting  from routine flight  operations.   The  aggregate
liability recorded for environmental related costs at October 31, 1999  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.  No additional  provisions  were
recognized during the six months ended October 31, 1999.

                             YEAR 2000 MATTERS

General

To  consider  the  impact of Year 2000 ("Y2K") issues on PHI,  a  committee
consisting of members of senior management from various disciplines  within
the Company has met regularly to discuss, outline and implement appropriate
courses of action.  In addition, the Company retained a consulting firm  to
review  Y2K  readiness of the Company and make recommendations for  action.
Its  review  was  completed on June 30, 1999, and PHI has  implemented  its
recommendations.

Information Technology.

The   Company  recently  completed  a  major  upgrade  of  its  information
technology systems begun in fiscal 1996, an incidental benefit of which  is
that  most  of  its  systems  are  Y2K  compliant.   Remaining  remediation
activities are essentially complete and have not resulted in  any
significant delays or costs.

Non-Information Technology.

PHI's  non-information technology systems include embedded chip  technology
in various equipment, aircraft systems, communications (ground and air) and
utilities.   The  Company has completed remediation of those  systems that
it determined needed to be upgraded  or  replaced.  To date, no aircraft
safety of flight or other significant issues have been identified.

The  Company has been in contact with the manufacturers of its aircraft and
related  equipment to determine the impact of embedded chip  technology  on
flight  systems.  A review of these communications indicates that  embedded
chip  technology will not cause PHI's fleet to be grounded as a  result  of
Y2K issues.

Third Parties.

PHI continues to evaluate its position with significant suppliers, lenders,
customers and others to ensure that those parties have appropriate plans to
address  Y2K  issues where they may impact the operations of  the  Company.
While  the  Company  does not have any significant suppliers,  lenders,  or
customers that directly interface with its information technology  systems,
the failure of third parties to address their Y2K problems could negatively
impact  PHI.   Based on contacts to date with third parties  identified  as
important, PHI does not expect the impact of any third party problems to be
material.   However, there is no assurance that the systems  of  any  third
parties  will be Y2K compliant in time or that any non-compliance will  not
have a material adverse effect on the Company.

PHI operates internationally in various countries in South America, Europe,
Asia  and Africa.  Published reports indicate that the governments of  some
of  the  countries  in  which  it operates may  not  be  Y2K  compliant  in
activities  administered  or  operated by  them,  such  as  communications,
utilities  and  aircraft  landing  facilities,  and  PHI  has  received  no
assurances  from  any  of such governments of its Y2K  readiness.   To  the
extent  that  the  failure  of  those governments  or  of  private  parties
organized under the laws of such countries and doing business with PHI  are
not  Y2K  compliant,  resulting disruptions could have a  material  adverse
effect on PHI's international operations.

Consequences.

If   all  significant  Y2K  issues  are  not  properly  identified,  or  if
assessment, remediation and testing of systems of the Company and of  third
parties  with  which  it has a significant relationship  are  not  effected
timely,  the  Y2K  issue could potentially have an adverse  impact  on  the
Company's  operations and financial condition.  The Company  believes  that
the  most  reasonably likely worst-case scenario would be that the  Company
would  find it necessary to revert to the use of manual accounting  records
for  billings,  payments and collections.  In addition,  the  inability  of
principal suppliers and major customers to be Y2K compliant could result in
delays  in  deliveries  from those suppliers and  collections  of  accounts
receivable.   A  more  remote possibility is that  delays  and  disruptions
caused  by  Y2K  problems  of  governments and  customers  could  ground  a
significant  portion of its aircraft, a situation for  which  there  is  no
apparent remedy.

Contingency Plan.

Concurrent  with the Company's efforts to address Y2K issues, it  has
developed  appropriate  contingency plans,  which  were finalized
during  December 1999, to help prevent the Company's operations from  being
materially impacted by or to reduce the impact that results from a  failure
to  correct  a  Y2K  problem.  The contingency plans  include  using
alternative  vendors  and  suppliers which are  Y2K  compliant,  purchasing
additional products and inventories and supplies in advance of December 31,
1999, and reverting to manual systems or workarounds.

Costs.

While  the  Company incurred significant costs to upgrade  its  information
technology  systems, it does not associate these costs with Y2K  readiness.
Its  direct costs associated with its Y2K compliance efforts to  date  have
not  exceeded  $  0.4  million, and the Company does not  expect  to  incur
significant Y2K compliance costs for the remainder of calendar  year  1999.
Direct costs do not include management and other employee time spent on Y2K
issues, which the Company does not quantify.




                      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                                    1999             1998
                                       ----------------------------------
    Operating revenues                     $  109,172      $  129,229
    Net earnings                               (1,536)          3,956
    Net earnings per basic share                (0.30)           0.77
    Net earnings per diluted share              (0.30)           0.76
    Book value per diluted share                18.23           18.77
    Total flight hours                         99,870         125,831

Financial Summary                      October 31, 1999   April 30, 199
                                       ----------------   -------------
    Net working capital                    $   55,582     $    51,030
    Net book value of property
       and equipment                          141,271         144,560
    Long-term debt, net of
       current maturities                      77,431          74,405

General Statistics

    Aircraft operated                             275             290
    Employees                                   1,920           2,051


Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There were no material changes to the Company's disclosures regarding
derivatives in its Form 10-K dated April 30, 1999.


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

The annual meeting of stockholders of the Company was held on October 29,
1999 at which time the stockholders elected the following directors:

Nominees                                    For          Withheld
-----------------                        ---------       --------
Carroll W. Suggs                         2,608,708         4,606

Leonard M. Horner                        2,613,298            16

James W. McFarland                       2,613,298            16

Bruce N. Whitman                         2,608,898         4,416

Thomas H. Murphy                         2,613,314             0

Arthur J. Breault, Jr.                   2,612,314         1,000

PART II - OTHER INFORMATION

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 during the quarter ended October 31,
     1999.




                                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, 1999                      By: /s/ Carroll W. Suggs
                                       ____________________________________
                                       Carroll W. Suggs
                                       Chairman of the Board, President and
                                       Chief Executive Officer



December 15, 1999                      By: /s/ Michael J. McCann
                                       ____________________________________
                                       Michael J. McCann
                                       Chief Financial Officer and Treasurer