FORM OF
                        RESTRICTED STOCK AGREEMENT
                      UNDER THE AMENDED AND RESTATED
                        PETROLEUM HELICOPTERS, INC.
               1995 INCENTIVE COMPENSATION PLAN, AS AMENDED


     THIS AGREEMENT is entered into as of July 30, 1996, by and between
Petroleum Helicopters, Inc., a Louisiana corporation ("PHI"), and
______________ (the "Award Recipient").

     WHEREAS, under the Amended and Restated Petroleum Helicopters, Inc.
1995 Incentive Compensation Plan, as amended (the "Plan"), the Compensation
Committee of the PHI Board of Directors (the "Committee") may, among other
things, award options to purchase shares of the non-voting common stock,
$.10 par value per share, of PHI (the "Common Stock") to a key employee of
PHI or one of its subsidiaries (collectively, the "Company"); and 

     WHEREAS, pursuant to the Plan, on July 30, 1996, the Committee awarded
Restricted Stock to the Award Recipient, subject to the attainment of
specific performance goals and other terms, conditions, and restrictions set
forth in the Plan and this Agreement;

     NOW, THEREFORE, in consideration of the premises, it is agreed as
follows:

                                    1.

                   Conditional Award of Restricted Stock

     Pursuant to the terms of the Plan, the Award Recipient is hereby
awarded, subject to the attainment of the performance goals contained in
Section 2 hereof and the other terms, conditions, and restrictions contained
herein, the number of shares of Restricted Stock calculated in accordance
with the terms of Section 2 hereof, which shall be issuable to the Award
Recipient on the date set forth in Section 2.

                                    2.

         Performance Conditions for Issuance of Restricted Stock

     2.1  Effective July 31, 1997, the Committee shall determine the
number of shares of Restricted Stock that will be issued as of that date to
the Award Recipient, which number shall be equal to the sum of (i) the
number of shares of Restricted Stock calculated based on Company performance
in accordance with Section 2.1(a) below, (ii) the number of shares of
Restricted Stock calculated based on the performance of the __________ Unit
(the "Unit") in accordance with Section 2.1(b) below, and (iii) the number
of shares of Restricted Stock determined based on individual performance in
accordance with Section 2.1(c) below.  In no event shall such total number
of shares of Restricted Stock exceed __________.

          (a)  Company Performance Goals.  The number of shares of
Restricted Stock calculated based on Company performance shall not exceed
__________ and shall be determined as follows:

               (1)  If the consolidated earnings of the Company before
     income taxes for the fiscal year ending April 30, 1997, as adjusted
     by the Committee for extraordinary items ("Actual Company Operating
     Income"), equals the consolidated earnings before income taxes
     reflected in the annual budget of the Company for the fiscal year
     ending April 30, 1997 ("Budgeted Company Operating Income"), the
     Award Recipient shall be issued __________ shares of Restricted
     Stock.

               (2)  If Actual Company Operating Income exceeds Budgeted
     Company Operating Income, the Award Recipient shall be issued, in
     addition to the number of shares of Restricted Stock calculated in
     accordance with paragraph (1) of this Section 2.1(a), __________
     shares of Restricted Stock for each 1% or fraction of 1% by which
     Actual Company Operating Income exceeds Budgeted Company Operating
     Income, up to a maximum of __________ additional shares of Restricted
     Stock.

               (3)  If Actual Company Operating Income is less than
     Budgeted Company Operating Income, but is at least 90% of Budgeted
     Company Operating Income, the Award Recipient shall be issued  a
     number of shares of Restricted Stock equal to (a) __________ minus
     (b) __________ for each 1% or fraction of 1% by which Actual Company
     Operating Income is less than Budgeted Company Operating Income.

               (4)  If Actual Company Operating Income is less than 90%
     of Budgeted Company Operating Income, the Award Recipient shall not
     be issued any shares of Restricted Stock based on Company performance
     pursuant to this Section 2.1(a).

          (b)  Unit Performance Goals.  The number of shares of
Restricted Stock calculated based on Unit performance shall not exceed
__________ and shall be determined as follows:

               (1)  If the consolidated earnings of the Company before
     income taxes for the fiscal year ending April 30, 1997 attributable
     to the Unit, as adjusted by the Committee for extraordinary items
     ("Actual Unit Operating Income"), equals the consolidated earnings
     before income taxes reflected in the annual budget of the Company for
     the fiscal year ending April 30, 1997 for the Unit ("Budgeted Unit
     Operating Income"), the Award Recipient shall be issued __________
     shares of Restricted Stock.

               (2)  If Actual Unit Operating Income exceeds Budgeted
     Unit Operating Income, the Award Recipient shall be issued, in
     addition to the number of shares of Restricted Stock calculated in
     accordance with paragraph (1) of this Section 2.1(b), __________
     shares of Restricted Stock for each 1% or fraction of 1% by which
     Actual Unit Operating Income exceeds Budgeted Unit Operating Income,
     up to a maximum of __________ additional shares of Restricted Stock.

               (3)  If Actual Unit Operating Income is less than
     Budgeted Unit Operating Income, but is at least 90% of Budgeted Unit
     Operating Income, the Award Recipient shall be issued a number of
     shares of Restricted Stock equal to (a) __________ minus (b)
     __________ for each 1% or fraction of 1% by which Actual Unit
     Operating Income is less than Budgeted Unit Operating Income.

               (4)  If  Actual Unit Operating Income is less than 90%
     of Budgeted Unit Operating Income, the Award Recipient shall not be
     issued any shares of Restricted Stock based on Unit performance
     pursuant to this Section 2.1(b).

          (c)   Individual Performance.  The number of shares of
Restricted Stock determined based on an evaluation of the Award Recipient's
individual performance for the fiscal year ended April 30, 1997, shall be
at the discretion of the Committee and shall not exceed __________ shares
of Restricted Stock.  In evaluating the individual performance of the Award
Recipient, the Committee may take into consideration the recommendation of
the Chief Executive Officer of the Company with respect thereto.

     2.2  No fractional shares of Restricted Stock shall be issuable
pursuant to Section 2.1.  If the sum of the calculations under Sections
2.1(a), 2.1(b), and 2.1(c) results in a fraction, such sum shall be rounded
up to the next highest whole number, provided the total number of shares of
Restricted Stock issuable under Section 2.1 shall not exceed the limit
specified in the first paragraph of Section 2.1.

     2.3  If the Award Recipient's employment with the Company should
terminate for any reason on or before April 30, 1997, the Award Recipient
shall not be issued any shares of Restricted Stock pursuant to Section 2.1. 
All shares of Restricted Stock not issued in accordance with the terms and
conditions of Section 2.1 shall be forfeited.

                                    3.

                            Award Restrictions

     3.1  The shares of Restricted Stock issued to the Award Recipient in
accordance with the provisions of Section 2.1 hereof as of the date
specified in such Section 2.1 and the right to vote such shares of
Restricted Stock and to receive dividends thereon may not be sold, assigned,
transferred, exchanged, pledged, hypothecated or otherwise encumbered until
such time as such shares of Restricted Stock vest and the restrictions
imposed thereon lapse, as provided below.

     3.2  The shares of Restricted Stock issued to the Award Recipient in
accordance with the provisions of Section 2.1 hereof will vest and the
restrictions imposed thereon will lapse on July 31, 2000, if the Award
Recipient remains in the employ of the Company on that date.  The period
during which the restrictions imposed on such shares of Restricted Stock by
the Plan and this Agreement are in effect is referred to herein as the
"Restricted Period."  During the Restricted Period, the Award Recipient
shall be entitled to all rights of a shareholder of PHI, including the right
to vote such shares of Restricted Stock and to receive dividends thereon.

     3.3  All restrictions on the Restricted Stock issued to the Award
Recipient in accordance with the provisions of Section 2.1 hereof shall
immediately lapse and the shares shall vest (a) if the Award Recipient dies
while he is employed by the Company, (b) if the Award Recipient becomes
disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code
of 1986, as amended, while employed by the Company, (c) if the Award
Recipient retires from employment with the Company on or after attaining the
age of 65 or is granted early retirement by a vote of the PHI Board of
Directors, or (d) pursuant to the provisions of the Plan, during the
Restricted Period.

                                    4.

                            Stock Certificates

     4.1  The stock certificates evidencing the Restricted Stock issued
to the Award Recipient in accordance with the provisions of Section 2.1
hereof shall be retained by PHI until the termination of the Restricted
Period and the lapse of restrictions under the terms hereof.  PHI shall
place a legend on the stock certificates restricting the transferability of
such shares of Restricted Stock.

     4.2  Upon the lapse of restrictions on shares of Restricted Stock
issued to the Award Recipient in accordance with the provisions of Section
2.1, PHI shall cause a stock certificate without a restrictive legend
representing such shares of Restricted Stock to be issued in the name of the
Award Recipient or his nominee within 30 days after the end of the
Restricted Period.  Upon receipt of such stock certificate, the Award
Recipient is free to hold or dispose of the shares of Common Stock
represented by such certificate subject to applicable securities laws.

                                    5.

                                 Dividends

     Any dividends paid on the shares of Restricted Stock issued to the
Award Recipient in accordance with the provisions of Section 2.1 hereof
shall be paid to the Award Recipient currently.

                                    6.

                             Withholding Taxes

     At any time that an Award Recipient is required to pay to the Company
an amount required to be withheld under the applicable income tax laws in
connection with the lapse of restrictions on shares of Restricted Stock, the
Award Recipient may, subject to the approval of the Committee, satisfy this
obligation in whole or in part by electing that the Company withhold shares
of Common Stock having a value equal to the amount required to be withheld
in accordance with the terms of the Plan currently in effect or as it may
be amended.

                                    7.

                           Additional Conditions

     Anything in this Agreement to the contrary notwithstanding, if at any
time PHI further determines, in its sole discretion, that the listing,
registration or qualification (or any updating of any document) of the
shares of Common Stock issued or issuable pursuant hereto is necessary on
any securities exchange or under any federal or state securities or blue sky
law, or that the consent or approval of any governmental regulatory body is
necessary or desirable as a condition of, or in connection with, the
issuance of shares of Common Stock pursuant hereto, or the removal or any
restrictions imposed on such shares, such shares of Common Stock shall not
be issued, in whole or in part, or the restrictions thereon removed, unless
such listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to PHI.

                                    8.

                    No Contract of Employment Intended

     Nothing in this Agreement shall confer upon the Award Recipient any
right to continue in the employment of the Company or to interfere in any
way with the right of the Company to terminate the Award Recipient's em-

ployment relationship with the Company at any time.

                                    9.

                              Binding Effect

     This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators and
successors.

                                    10.

                          Inconsistent Provisions

     The shares of Restricted Stock covered hereby are subject to the
provisions of the Plan.  If any provision of this Agreement conflicts with
a provision of the Plan, the Plan provision shall control.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.

         PETROLEUM HELICOPTERS, INC.


                             By:                                           
                                  Carroll W. Suggs, Chairman of the Board
                                    and Chief Executive Officer



                                                                           
                                     ____________________
                                        Award Recipient