Exhibit 3.1(ii)
                                                            
                                                            Adopted 8/25/94
                                                            Amended 9/28/94
                                 Amended 5/31/95 effective December 6, 1994



                                       BY-LAWS
                                          of
                             PETROLEUM HELICOPTERS, INC.

                                      SECTION I

                                       OFFICES

               1.1  Principal   Office.  The   principal   office   of  the
          Corporation  shall be located at 5728 Jefferson Highway, Harahan,
          Louisiana 70123.

               1.2  Additional  offices.  The  Corporation  may  have  such
          offices  at  such  other  places  as  the  Corporation's Board of
          Directors (the "Board") may from time to time  determine  or  the
          business of the Corporation may require.

                                      SECTION 2

                                SHAREHOLDERS MEETINGS

               2.1  Place of Meetings.  Unless otherwise required by law or
          these  By-laws, all meetings of the shareholders shall be held at
          the principal  office  of the Corporation or at such other place,
          within or without the State of Louisiana, as may be designated by
          the Board.

               2.2  Annual Meetings;  Notice Thereof.  An annual meeting of
          the  shareholders  shall  be  held  on  the  second  Thursday  of
          September in each year, at 10:00  a.m.,  or at such other date or
          at such other time specified as the Board  shall  designate,  for
          the purpose of electing directors and for the transaction of such
          other  business as may be properly brought before the meeting. If
          no annual  shareholders' meeting is held for a period of eighteen
          months, any  shareholder  may call such meeting to be held at the
          registered office of the Corporation  as  shown on the records of
          the Secretary of State of Louisiana.

               2.3  Special  Meetings.  Special  meetings   of  the  share-
          holders,  for  any  purpose  or  purposes, may be called  by  the
          Chairman of the Board, Chief Executive Officer and President (the
          "Chairman,  CEO  and  President")  or   the   Board   or  by  the
          shareholders as provided in the Articles of Incorporation.

               2.4  Notice  of  Meetings.  Except as otherwise provided  by
          law, the authorized person  or  persons  calling  a shareholders'
          meeting shall cause written notice of the time, place and purpose
          of the meeting to be given to all shareholders entitled  to  vote
          at  such  meeting, at least ten days and not more than sixty days
          prior to the  day  fixed  for  the  meeting. Notice of the annual
          meeting need not state the purpose or  purposes  thereof,  unless
          action  is  to  be  taken  at  the  meeting as to which notice is
          required by law or the By-laws. Notice of a special meeting shall
          state the purpose or purposes thereof, and the business conducted
          at  any  special  meeting  shall be limited  to  the  purpose  or
          purposes stated in the notice.

               2.5  List   of   Shareholders.  At    every    meeting    of
          shareholders,  a  list of shareholders entitled to vote, arranged
          alphabetically and certified by the Corporation's Secretary or by
          the  agent  of the Corporation  having  charge  of  transfers  of
          shares, showing  the number and class of shares held by each such
          shareholder on the record date for the meeting, shall be produced
          on the request of any shareholder.

               2.6  Quorum.  At  all  meetings of shareholders, the holders
          of a majority of the total voting  power of the Corporation shall
          constitute a quorum; provided that this subsection shall not have
          the effect of reducing the vote required to approve or affirm any
          matter  that  may  be  established  by  law,   the   Articles  of
          Incorporation or these By-laws.

               2.7  Voting.  When  a quorum is present at any meeting,  the
          vote of the holders of a majority  of the voting power present in
          person or represented by proxy shall decide each question brought
          before such meeting, unless the question  is  one  upon which, by
          express  provision  of  law  or the Articles of Incorporation,  a
          different vote is required, in  which case such express provision
          shall govern and control the decision of such question. Directors
          shall be elected by plurality vote.

               2.8  Proxies-General.  At any  meeting  of the shareholders,
          every shareholder having the right to vote shall  be  entitled to
          vote in person or by proxy appointed by an instrument in  writing
          executed  by  such  shareholder  and bearing a date not more than
          eleven  months  prior  to  the  meeting,  unless  the  instrument
          provides for a longer period, but  in no case will an outstanding
          proxy be valid for longer than three  years  from the date of its
          execution.   The  person  appointed  as  proxy  need   not  be  a
          shareholder of the Corporation.

               2.9  Execution of Proxies.  Any proxy must be executed  by a
          shareholder  or  the  shareholder's authorized officer, director,
          employee or agent.  Any  signature  on  a proxy may be affixed by
          any  reasonable  means,  including but not limited  to  facsimile
          signature.

               2.10 Electronically Transmitted  Proxies.  A shareholder may
          authorize another person or persons to  act  for  him as proxy by
          transmitting  or  authorizing  the  transmission  of  a telegram,
          cablegram or other means of electronic transmission to the person
          who  will  be  the holder of the proxy or to a proxy solicitation
          firm, proxy support  service  organization  or similar agent duly
          authorized by the person who will be the holder  of  the proxy to
          receive  such  transmission;  provided,  however,  that any  such
          telegram,  cablegram  or  other  means of electronic transmission
          shall be submitted with information  from  which  the Corporation
          may  determine  that the telegram, cablegram or other  electronic
          transmission  was  authorized  by  the  shareholder.   If  it  is
          determined that  such  electronic  transmissions  are  valid, the
          inspectors  or  other  persons  making  that  determination shall
          specify the information upon which they relied.

               2.11 Validity of Copies and other Reproductions  of Proxies.
          Any   copy,   facsimile,   telecommunication  or  other  reliable
          reproduction  of the writing  or  transmission  created  pursuant
          hereto may be substituted or used in lieu of the original writing
          or transmission  for  all purposes for which the original writing
          or transmission could be used; provided, however, that such copy,
          facsimile telecommunication  or other reliable reproduction shall
          be a complete reproduction of  the  entire  original  writing  or
          transmission.

               2.12 Voting  Power  Present or Represented.  For purposes of
          determining the amount of  voting power present or represented at
          any annual or special meeting  of  shareholders  with  respect to
          voting  on  a  particular proposal, shares as to which the  proxy
          holders have been  instructed  to  abstain  from  voting  on  the
          proposal,  and  shares  that  have  been  precluded  from  voting
          (whether  by  law,  regulations  of  the  Securities and Exchange
          Commission, rules or by-laws of any self-regulatory  organization
          or otherwise), will not be treated as present.

               2.13 Adjournments.  Adjournments  of  any annual or  special
          meeting  of shareholders may be taken without  new  notice  being
          given unless  a  new  record  date  is  fixed  for  the adjourned
          meeting,  but  any  meeting at which directors are to be  elected
          shall be adjourned only  from  day  to  day  until such directors
          shall have been elected.

               2.14 Withdrawal.  If a quorum is present or represented at a
          duly organized meeting, such meeting may continue  to do business
          until  adjournment,  notwithstanding  the  withdrawal  of  enough
          shareholders to leave less than a quorum as fixed in Section  2.6
          of  these  By-laws, or the refusal of any shareholders present to
          vote.

               2.15 Lack  of  Quorum.  If  a  meeting  cannot  be organized
          because a quorum has not attended, those present may adjourn  the
          meeting  to  such  time and place as they may determine, subject,
          however, to the provisions  of  Section 2.15 hereof.  In the case
          of any meeting called for the election  of  directors,  those who
          attend the second of such adjourned meetings, although less  than
          a  quorum  as  fixed  in  Section  2.6 hereof, shall nevertheless
          constitute a quorum for the purpose of electing directors.

               2.16 Presiding officer.  The Chairman,  CEO and President or
          in his or her absence, a chairman designated by  the Board, shall
          preside at all shareholders' meetings.

               2.17 Definitions  of  Shareholder, Voting Power  and  Voting
          Power Present.  As used in these  By-laws, and unless the context
          otherwise  requires,  (a)  the term "shareholder"  shall  mean  a
          person  who  is  (i)  the  record   holder   of   shares  of  the
          Corporation's  voting  stock or (ii) a registered holder  of  any
          bonds, debentures or similar obligations granted voting rights by
          the Corporation pursuant  to La. R.S. 12:75, (b) the term "voting
          power" shall mean the right  vested  by law, these By-laws or the
          Articles  of Incorporation in the shareholders  to  vote  in  the
          determination of a particular question or matter and (c) the term
          "total voting  power"  shall  mean the total number of votes that
          the shareholders are entitled to  cast  in the determination of a
          particular question or matter.

                                      SECTION 3

                                      DIRECTORS

               3.1  Powers; Number.  All of the corporate  powers  shall be
          vested in, and the business and affairs of the Corporation  shall
          be  managed  by,  the  Board, which shall consist of four natural
          persons; provided that,  if after proxy materials for any meeting
          of shareholders at which directors  are  to be elected are mailed
          to  shareholders  any  person  or  persons named  therein  to  be
          nominated  at  the  direction  of  the Board  becomes  unable  or
          unwilling to serve, the foregoing number  of authorized directors
          shall be automatically reduced by a number equal to the number of
          such persons unless the Board, by a majority  vote  of the entire
          Board, selects an additional nominee; provided that in  no  event
          shall  the  number  of  directors  so  authorized,  nominated and
          elected be less than the number required by law.  No amendment to
          this  Section  to decrease the number of directors shall  shorten
          the term of any  incumbent  director.   No  director  need  be  a
          shareholder.

               3.2  Powers.  The  Board may exercise all such powers of the
          Corporation and do all such  lawful  acts and things that are not
          by law, the Articles of Incorporation  or  these By-laws directed
          or required to be done by the shareholders.

               3.3  General  Election.  At each annual  meeting  of  share-
          holders, directors shall  be  elected  to succeed those directors
          whose terms then expire. Such newly elected directors shall serve
          until the next succeeding annual meeting  of  shareholders  after
          their  election  and  until  their  successors  are  elected  and
          qualified. A director elected to fill a vacancy shall hold office
          for  a  term  expiring  at  the next annual meeting and until his
          successor is elected and qualified.  No decrease in the number of
          directors constituting the Board  shall  shorten  the term of any
          incumbent director.

               3.4  Vacancies.  Except   as  otherwise  provided   in   the
          Articles of Incorporation or these  By-laws  (a)  the office of a
          director  shall become vacant if he dies, resigns or  is  removed
          from office  and (b) the Board may declare vacant the office of a
          director if he  (i) is interdicted or adjudicated an incompetent,
          (ii) is adjudicated  a bankrupt, (iii) in the sole opinion of the
          Board becomes incapacitated by illness or other infirmity so that
          he is unable to perform  his duties for a period of six months or
          longer, or (iv) ceases at  any  time  to  have the qualifications
          required by law, the Articles of Incorporation or these By-laws.

               3.5  Filling Vacancies.  In the event  of a vacancy (includ-
          ing  any  vacancy  resulting from an increase in  the  authorized
          number of directors, or from failure of the shareholders to elect
          the  full  number  of  authorized   directors),   the   remaining
          directors,  even  though not constituting a quorum, may fill  any
          vacancy on the Board for the unexpired term by a majority vote of
          the directors remaining in office, provided that the shareholders
          shall have the right,  at  any  special  meeting  called  for the
          purpose prior to such action by the Board, to fill the vacancy.

               3.6  Notice  of Shareholder Nominees.  Only persons who  are
          nominated in accordance  with  the  procedures  set forth in this
          Section 3.6 shall be eligible for election as directors.  Nomina-
          tions  of  persons  for election to the Board may be  made  at  a
          meeting of shareholders by or at the direction of the Board or by
          a shareholder entitled  to  vote for the election of directors at
          the meeting who complies with  the notice procedures set forth in
          this Section 3.6. Such nominations,  other  than those made by or
          at the direction of the Board, shall be made  pursuant  to timely
          notice in writing to the Corporation's Secretary.  To be  timely,
          a  shareholder's  notice must be delivered or mailed and received
          at the principal executive  offices  of  the Corporation not less
          than  45  days  nor  more  than  90  days prior to  the  meeting;
          provided,  however, that if less than 55  days  notice  or  prior
          public disclosure  of the date of the meeting is given or made to
          shareholders, notice  by  the  shareholder  to  be timely must be
          received  no  later  than the close of business on the  10th  day
          following the day on which such notice of the date of the meeting
          was mailed or such public disclosure was made. Such shareholder's
          notice shall set forth the following:

                    (a)  as to each person whom the shareholder proposes to
               nominate for election  or  re-election as a director (i) the
               name, age, business address  and  residence  address of such
               person, (ii) the principal occupation or employment  of such
               person,  (iii) the class and number of shares of the capital
               stock  of the  Corporation  of  which  such  person  is  the
               beneficial  owner  and  the  number  of votes such person is
               entitled to cast at the shareholders'  meeting  and (iv) any
               other  information  relating  to  such person that would  be
               required  to be disclosed in solicitations  of  proxies  for
               election of  directors,  or  would be otherwise required, in
               each case pursuant to Regulation  14A  under  the Securities
               Exchange   Act   of  1934,  as  amended  (including  without
               limitation such person's  written  consent to being named in
               the  proxy  statement  as  a nominee and  to  serving  as  a
               director if elected); and

                    (b)  as to the shareholder  giving  the  notice (i) the
               name and address of such shareholder and (b) the  class  and
               number  of shares of the capital stock of the Corporation of
               which such  shareholder  is  the  beneficial  owner  and the
               number  of  votes  such  person  is  entitled to cast at the
               shareholders'  meeting.   If  requested in  writing  by  the
               Corporation's Secretary at least  15  days in advance of the
               meeting, such shareholder shall disclose  to  the Secretary,
               within 10 days of such request, whether such person  is  the
               sole  beneficial  owner of the shares held of record by him;
               and, if not, the name and address of each other person known
               by the shareholder  of record to claim a beneficial interest
               in such shares.

          At the request of the Board,  any  person  nominated by or at the
          direction of the Board for election as a director  shall  furnish
          to  the  Corporation's Secretary that information required to  be
          set forth  in  a shareholder's notice of nomination that pertains
          to the nominee.  If  a  shareholder seeks to nominate one or more
          persons as directors, the  Secretary shall appoint two inspectors
          (the  "Inspectors"),  who  shall   not  be  affiliated  with  the
          Corporation, to determine whether a shareholder has complied with
          this  Section  3.6.  If the Inspectors  shall  determine  that  a
          shareholder  has  not  complied   with   this  Section  3.6,  the
          Inspectors shall direct the chairman of the meeting to declare to
          the meeting that a nomination was not made in accordance with the
          procedures prescribed by the Articles of Incorporation  or  these
          By-laws; and the chairman shall so declare to the meeting and the
          defective nomination shall be disregarded.

               3.7  Compensation  of  Directors.  Directors  as such, shall
          receive such compensation for their services as may  be  fixed by
          resolution  of  the Board and shall receive their actual expenses
          of attendance, if any, for each regular or special meeting of the
          Board; provided that  nothing herein contained shall be construed
          to preclude any director  from  serving  the  Corporation  in any
          other capacity and receiving compensation therefor.

                                      SECTION 4

                                MEETINGS OF THE BOARD

               4.1  Place  of  Meetings.  The meetings of the Board may  be
          held at such place within  or without the State of Louisiana as a
          majority of the directors may from time to time appoint.

               4.2  Initial Meetings.  The  first  meeting  of  each  newly
          elected  Board  shall  be  held  immediately following the share-
          holders' meeting at which the Board  is  elected  and at the same
          place as such meeting, and no notice of such first  meeting shall
          be necessary for the newly elected directors in order  legally to
          constitute the meeting.

               4.3  Regular  Meetings;  Notice.  Regular  meetings  of  the
          Board  may  be  held at such times as the Board may from time  to
          time determine.  No notice of regular meetings of the Board shall
          be required provided  that  the  date,  time and place of regular
          meetings are fixed by the Board.

               4.4  Special  Meetings;  Notice.  Special  meetings  of  the
          Board  may  be  called  by the Chairman,  CEO  and  President  on
          reasonable notice given to each director, either personally or by
          telephone, mail or by telegram.  Special meetings shall be called
          by the Chairman, CEO and  President,  or  the  Secretary  in like
          manner and on like notice on the written request of a majority of
          the  directors and if such officers fail or refuse, or are unable
          within  24  hours  to  call  a  meeting  when requested, then the
          directors making the request may call the  meeting  on  two days'
          written  notice  given  to each director. The notice of a special
          meeting of directors need  not state its purpose or purposes, but
          if the notice states a purpose  or  purposes and does not state a
          further purpose to consider such other  business  as may properly
          come  before  the  meeting, the business to be conducted  at  the
          special meeting shall  be  limited  to the purposes stated in the
          notice.

               4.5  Waiver of Notice.  Directors  present at any regular or
          special meeting shall be deemed to have received  due, or to have
          waived, notice thereof, provided that a director who participates
          in a meeting by telephone (as permitted by Section 4.9) shall not
          be  deemed  to  have  received  or waived due notice if,  at  the
          beginning of the meeting, he objects  to  the  transaction of any
          business because the meeting is not lawfully called.

               4.6  Quorum.  A majority of the Board shall  be necessary to
          constitute a quorum for the transaction of business,  and  except
          as otherwise provided by law or the Articles of Incorporation  or
          these  By-laws,  the  acts of a majority of the entire Board at a
          meeting at which a quorum  is  present  shall  be the acts of the
          Board.  If a quorum is not present at any meeting  of  the Board,
          the directors present may adjourn the meeting from time  to  time
          without  notice  other  than announcement at the meeting, until a
          quorum is present.

               4.7  Withdrawal.  If  a  quorum  is present when the meeting
          convened,  the  directors present may continue  to  do  business,
          taking action by  vote  of  a  majority  of  a quorum as fixed in
          Section 4.6, until adjournment, notwithstanding the withdrawal of
          enough directors to leave less than a quorum as  fixed in Section
          4.6 or the refusal of any director present to vote.

               4.8  Action by Consent.  Any action that may  be  taken at a
          meeting of the Board or any committee thereof, may be taken  by a
          consent  in  writing  signed  by  all  of the directors or by all
          members of the committee, as the case may  be, and filed with the
          records of proceedings of the Board or such committee.

               4.9  Meetings       by       Telephone       or      Similar
          Communication.  Members of the Board may participate  at  and  be
          present  at  any meeting of the Board or any committee thereof by
          means of conference telephone or similar communications equipment
          if  all persons  participating  in  such  meeting  can  hear  and
          communicate with each other.  Participation in a meeting pursuant
          to this  Section  4.9 shall constitute presence in person at such
          meeting, except where  a  person  participates in the meeting for
          the  express  purpose  of objecting to  the  transaction  of  any
          business on the ground that the meeting is not lawfully called or
          convened.

                                      SECTION 5

                               COMMITTEES OF THE BOARD

               5.1  General.  The   Board   may   designate   one  or  more
          committees,  each  committee  to  consist of two or more  of  the
          directors (and one or more directors  may  be  named as alternate
          members  to replace any absent or disqualified regular  members),
          which, to  the  extent provided by resolution of the Board or the
          By-laws, shall have  and  may exercise the powers of the Board in
          the management of the business  and  affairs  of the Corporation,
          and may have power to authorize the seal of the Corporation to be
          affixed to documents, but no such committee shall  have  power or
          authority in reference to amending the Articles of Incorporation,
          adopting an agreement of merger or consolidation, recommending to
          the   shareholders   the  sale,  lease  or  exchange  of  all  or
          substantially  all  of the  Corporation's  property  and  assets,
          recommending to the stockholders a dissolution of the Corporation
          or  a  revocation  of  dissolution,   removing   or  indemnifying
          directors  or  amending  the  By-laws; and unless the  resolution
          expressly so provides, no such  committee shall have the power or
          authority  to declare a dividend or  authorize  the  issuance  of
          stock.  Such  committee  or  committees  shall  have such name or
          names as may be stated in the By-laws, or as may  be  determined,
          from  time to time, by the Board.  Any vacancy occurring  in  any
          such committee  shall be filled by the Board, but the Chairman of
          the Board, Chief  Executive  Officer  and President may designate
          another director to serve on the committee  pending action by the
          Board. Each such member of a committee shall  hold  office during
          the  term of the Board constituting it, unless otherwise  ordered
          by the Board.

               5.2  Compensation  Committee.  The  Board  shall establish a
          Compensation Committee consisting of at least two  directors each
          of  whom  shall (i) be a "disinterested person" as defined  under
          Article 16b-3  promulgated  under  the Securities Exchange Act of
          1934, as amended, and (ii) not serve,  and  shall not have served
          in the past, as an officer or employee of the  Corporation or any
          of  its  affiliates.  The Compensation Committee shall  determine
          the compensation  to be paid to officers and key employees of the
          Corporation.

               5.3  Audit Committee.   The  Board  shall establish an Audit
          Committee  consisting  of  at  least two directors  who  are  not
          officers  or  employees  of  the  Corporation   or   any  of  its
          affiliates.  The Audit Committee shall serve as a focal point for
          communication  between  noncommittee  directors,  the independent
          accountants  and  management.   The  Audit  Committee shall  make
          recommendations  to  the  Board  concerning  the  selection   and
          retention  of  the Corporation's independent auditors, review the
          results of audits of the Corporation by its independent auditors,
          discuss audit representations  with  management,  and  report the
          results of its review to the Board.

               5.4  Procedures  for Committees.  Each committee shall  keep
          written minutes of its  meetings  and  all  actions  taken  by  a
          committee  shall  be  reported  to the Board at its next meeting,
          whether regular or special.  Failure  to  keep written minutes or
          to  make  such  reports shall not affect the validity  of  action
          taken by a committee.  Each committee shall adopt such rules (not
          inconsistent with the Articles of Incorporation, these By-laws or
          any regulations specified  for such committee by the Board) as it
          shall deem necessary for the  proper conduct of its functions and
          the performance of its responsibilities.

                                      SECTION 6

                               REMOVAL OF BOARD MEMBER

               Any director or the entire  Board may be removed at any time
          by the affirmative vote of not less than a majority of the voting
          power present at a meeting of shareholders  duly  called for that
          purpose.  The shareholders at such meeting may proceed to elect a
          successor or successors for the unexpired term of the director or
          directors  removed.   Except  as  provided  in  this  Section  6,
          directors shall not be subject to removal.

                                      SECTION 7

                                       NOTICES

               7.1  Form of Delivery.  Whenever under the provisions of law
          the Articles of Incorporation or these By-laws notice is required
          to  be  given  to  any  shareholder or director, it shall not  be
          construed to mean personal  notice  unless otherwise specifically
          provided in the Articles of Incorporation  or  these By-laws, but
          such  notice may be given by mail, addressed to such  shareholder
          or director  at  his  address as it appears on the records of the
          Corporation, with postage  thereon prepaid. Such notices shall be
          deemed to have been given at  the  time they are deposited in the
          United States mail. Notice to a director  pursuant to Section 4.4
          hereof may also be given personally or by telephone  or  telegram
          sent  to  his  or  her address as it appears on the Corporation's
          records.

               7.2  Waiver.  Whenever any notice is required to be given by
          law, the Articles of  Incorporation  or  these  By-laws, a waiver
          thereof  in writing signed by the person or persons  entitled  to
          said notice,  whether  before  or  after the time stated therein,
          shall be deemed equivalent thereto.  In addition, notice shall be
          deemed to have been given to, or waived  by,  any  shareholder or
          director  who  attends a meeting of shareholders or directors  in
          person, or is represented  at  such  meeting  by  proxy,  without
          protesting at the commencement of the meeting the transaction  of
          any  business  because  the  meeting  is  not  lawfully called or
          convened.

                                      SECTION 8

                                       OFFICERS

               8.1  Designations.  The Corporation's officers  shall  be  a
          Chairman,  CEO and President (with all such offices to be held by
          one person),  a  Secretary,  a  Chief  Operating Officer, a Chief
          Financial Officer and a Treasurer.  The Corporation may also have
          one or more Vice Presidents, Assistant Secretaries  and Assistant
          Treasurers.  Any two offices may be held by one person,  provided
          that  no  person  holding  more than one office may sign, in more
          than one capacity, any certificate  or  other instrument required
          by law to be signed by two officers.

               8.2  Appointment of Certain Officers.  At  the first meeting
          of  each  newly elected Board, or at such other time  when  there
          shall be a  vacancy,  the  Board  shall elect a Chairman, CEO and
          President,  a  Secretary,  a  Chief Operating  Officer,  a  Chief
          Financial Officer and a Treasurer,  each  of whom shall serve for
          one  year  and  until  his or her successor is  elected  and  has
          qualified.

               8.3  Appointment of  Other Officers.  As soon as practicable
          after his or her election,  the  Chairman,  CEO and President may
          appoint  one or more Vice Presidents, Assistant  Secretaries  and
          Assistant  Secretaries.   The  Chairman, CEO and President shall,
          following such appointment or appointments,  cause  to  be  filed
          with  the  minutes  of  the  meeting  of  the Board an instrument
          specifying  the  officers  selected.   The  Chairman,   CEO   and
          President  may  also  appoint  such other officers, employees and
          agents of the Corporation as he or she may deem necessary, or may
          vest the authority to appoint such  other officers, employees and
          agents in such other of the Corporation's  officers  as he or she
          deems  appropriate subject in all cases to his or her discretion.
          Subject  to  these  By-laws,  all  of the officers, employees and
          agents of the Corporation shall hold  their  offices or positions
          for such terms and shall exercise such powers  and  perform  such
          duties  as  shall  be specified from time to time by the Board or
          the Chairman, CEO and President.

               8.4  Removal.  The  Board or the Chairman, CEO and President
          may remove any officer with  or  without  cause at any time.  Any
          such removal shall be without prejudice to the contractual rights
          of such officers, if any, with the Corporation,  but the election
          of  an  officer  shall  not  in  and of itself create contractual
          rights.  Any vacancy occurring in  any  office of the Corporation
          by death, resignation, removal or otherwise  may be filled by the
          Chairman,  CEO  and President until the next regular  or  special
          meeting of the Board.

               8.5  The Chairman,  CEO and President. The Chairman, CEO and
          President shall have general  and  active  responsibility for the
          management  of the Corporation's business, shall  be  responsible
          for implementing  all  orders and resolutions of the Board, shall
          be the Corporation's chief operating officer, shall supervise the
          daily operations of the  Corporation's business and shall preside
          at meetings of the Board and of the shareholders.

               8.6  The Vice Presidents.  The  Vice Presidents in the order
          specified  by  the  Chairman, CEO and President  or,  if  not  so
          specified, in the order  of their seniority shall, in the absence
          or disability of the Chairman,  CEO  and  President,  perform the
          duties  and  exercise  the  powers  of  the  President, and shall
          perform  such  other  duties as the Chairman, CEO  and  President
          shall prescribe.
               8.7  The Secretary.  The Secretary shall attend all meetings
          of the Board and all meetings  of  the  shareholders,  record all
          votes and the minutes of all proceedings in a book to be kept for
          that purpose, give, or cause to be given, notice of all  meetings
          of  the  shareholders  and  special  meetings  of  the Board, and
          perform  such other duties as may be prescribed by the  Board  or
          Chairman,  CEO  and  President.  The Secretary shall also keep in
          safe custody the Corporation's  seal,  if any, and affix the seal
          to any instrument requiring it.

               8.8  The  Chief  Operating  Officer.   The  Chief  Operating
          Officer shall be the Corporation's  principal  operations officer
          and shall manage the Corporation's operational affairs and direct
          the  activities  of officers and other employees responsible  for
          engineering, quality  assurance  and  materials,  oil and gas and
          technical  services marketing, pilots, sector managers,  domestic
          operations,  field  maintenance  (135  maint),  and  overhaul and
          repair  (145  maint).   The  Chief  Operating Officer shall  also
          perform such other duties as may be requested  from  time to time
          by the Board, the Chairman, CEO and President, or the By-laws.

               8.9  The  Chief  Financial  Officer.   The  Chief  Financial
          Officer  shall  be  the Corporation's principal financial officer
          and shall manage the  Corporation's  financial affairs and direct
          the  activities of the Treasurer and other  officers  responsible
          for the  Corporation's  financial  affairs.   The Chief Financial
          Officer  may  sign,  execute  and  deliver  in  the name  of  the
          Corporation  contracts,  bonds  and other obligations,  shall  be
          responsible for all of the Corporation's  internal  and  external
          financial reporting and shall perform such other duties as may be
          prescribed from time to time by the Board, the Chairman, CEO  and
          President or by the By-laws.

               8.10 The  Treasurer.  As  directed  by  the  Chief Financial
          Officer,  the Treasurer shall have general custody of  all  funds
          and securities  of the Corporation.  The Treasurer may sign, with
          the Chairman, CEO  and President, Chief Financial Officer or such
          other person or persons  as  may be designated for the purpose by
          the  Board, all bills of exchange  or  promissory  notes  of  the
          Corporation.   The  Treasurer  shall perform such other duties as
          may  be  prescribed  from time to time  by  the  Chief  Financial
          Officer or the By-laws.

                                      SECTION 9

                                        STOCK

               9.1  Certificates.  Every holder of stock in the Corporation
          shall be entitled to have  a  certificate signed by the President
          or a Vice President and the Secretary  or  an Assistant Secretary
          evidencing the number and class (and series,  if  any)  of shares
          owned by him, containing such information as required by  law and
          bearing the seal of the Corporation. If any stock certificate  is
          manually  signed  by a transfer agent or registrar other than the
          Corporation itself  or an employee of the Corporation, the signa-
          ture of any such officer may be a facsimile. In case any officer,
          transfer agent or registrar  who  has  signed  or whose facsimile
          signature has been placed upon a certificate shall have ceased to
          be  such  officer,  transfer  agent  or  registrar  before   such
          certificate  is  issued, it may be issued by the Corporation with
          the same effect as  if  he  were  such officer, transfer agent or
          registrar at the date of issue.

               9.2  Missing  Certificates.  The   President   or  any  Vice
          President  may  direct  a new certificate or certificates  to  be
          issued in place of any certificate  or  certificates  theretofore
          issued  by  the Corporation alleged to have been lost, stolen  or
          destroyed, upon  the  making  of an affidavit of that fact by the
          person claiming the certificate  of  stock  to be lost, stolen or
          destroyed.   As a condition precedent to the issuance  of  a  new
          certificate or  certificates,  the  officers  of  the Corporation
          shall, unless dispensed with by the President, require  the owner
          of such lost, stolen or destroyed certificate or certificates, or
          his   legal   representative,   (i)  to  advertise  or  give  the
          Corporation  a  bond  or  (ii) enter  into  a  written  indemnity
          agreement, in each case in an amount appropriate to indemnify the
          Corporation  against any claim  that  may  be  made  against  the
          Corporation with  respect to the certificate alleged to have been
          lost, stolen or destroyed.

               9.3  Transfers.  Upon  surrender  to  the Corporation or the
          transfer  agent of the Corporation, of a certificate  for  shares
          duly endorsed  or  accompanied  by proper evidence of succession,
          assignment or authority to transfer,  it shall be the duty of the
          Corporation to issue a new certificate  to  the  person  entitled
          thereto,  cancel  the  old certificate and record the transaction
          upon its books.

                                      SECTION 10

                            DETERMINATION OF SHAREHOLDERS

               10.1 Record Date.  For  the  purpose  of  determining share-
          holders  entitled  to notice of and to vote at a meeting,  or  to
          receive a dividend,  or  to  receive  or exercise subscription or
          other rights, or to participate in a reclassification  of  stock,
          or in order to make a determination of shareholders for any other
          proper  purpose,  the  Board may fix in advance a record date for
          determination of shareholders  for  such purpose, such date to be
          not  more  than  sixty  days and, if fixed  for  the  purpose  of
          determining shareholders  entitled  to notice of and to vote at a
          meeting, not less than ten days, prior  to  the date on which the
          action requiring the determination of shareholder is to be taken.

               10.2 Registered Shareholders.  Except as  otherwise provided
          by law, the Corporation, and its directors, officers  and  agents
          may recognize and treat a person registered on its records as the
          owner  of  shares, as the owner in fact thereof for all purposes,
          and as the person  exclusively  entitled  to have and to exercise
          all  rights  and  privileges  incident to the ownership  of  such
          shares, and rights under this Section  10.2 shall not be affected
          by any actual constructive notice that the Corporation, or any of
          its directors, officers or agents, may have to the contrary.

                                      SECTION 11

                                    MISCELLANEOUS

               11.1 Dividends.  Except as otherwise  provided by law or the
          Articles  of  Incorporation,  dividends  upon the  stock  of  the
          Corporation  may  be  declared  by the Board at  any  regular  or
          special meeting.  Dividends may be  paid in cash, property, or in
          shares of stock.

               11.2 Checks.  All checks or demands  for  money and notes of
          the Corporation shall be signed by such officer  or  officers  or
          such  other  person or persons as the Chairman, CEO and President
          or the Board may  from time to time designate.  Signatures of the
          authorized signatories may be by facsimile.

               11.3 Fiscal Year.  The  Board may adopt for and on behalf of
          the Corporation a fiscal or a calendar year.

               11.4 Seal.  The Board may adopt a corporate seal, which seal
          shall have inscribed thereon the  name  of  the Corporation.  The
          seal  may  be  used by causing it or a facsimile  thereof  to  be
          impressed or affixed  or  reproduced  or  otherwise.   Failure to
          affix  the  seal  shall not, however, affect the validity of  any
          instrument.

               11.5 Gender.  All  pronouns  and  variations thereof used in
          these By-laws shall be deemed to refer to the masculine, feminine
          or  neuter gender, singular or plural, as  the  identity  of  the
          person, persons, entity or entities referred to require.

                                      SECTION 12

                                   INDEMNIFICATION

               The Corporation shall indemnify to the full extent permitted
          by law  any director, officer or employee against any expenses or
          costs, including attorneys' fees, actually or reasonably incurred
          by him or  her  in  connection  with  any  threatened, pending or
          completed  claim, action, suit or proceeding,  whether  criminal,
          civil, administrative or investigative, against such person or as
          to which he  or  she  is  involved  solely as a witness or person
          required  to  give evidence because he  or  she  is  a  director,
          officer or employee of the Corporation or serves or served at the
          request  of the  Corporation  with  any  other  enterprise  as  a
          director,  officer or employee.  For purposes of this Section 12,
          the term "Corporation"  shall  include  any  predecessor  of this
          Corporation   and  any  constituent  corporation  (including  any
          constituent of  a  constituent)  absorbed by the Corporation in a
          consolidation  or  merger;  the term  "other  enterprises"  shall
          include any corporation, partnership,  joint  venture,  trust  or
          employee   benefit   plan;   service   "at  the  request  of  the
          Corporation"  shall  include service as a  director,  officer  or
          employee of the Corporation  that  imposes duties on, or involves
          services by, such director, officer  or  employee with respect to
          an employee benefit plan, its participants  or beneficiaries; any
          excise  taxes assessed on a person with respect  to  an  employee
          benefit plan  shall  be  deemed to be indemnifiable expenses; and
          action by a person with respect  to an employee benefit plan that
          such person reasonably believes to  be  in  the  interest  of the
          participants and beneficiaries of such plan shall be deemed to be
          action not opposed to the best interests of the Corporation.

                                      SECTION 13

                                      AMENDMENTS

               The Corporation's By-laws may be amended or repealed only by
          a majority of the Board or the affirmative vote of the holders of
          at least a majority of the voting power present at any regular or
          special meeting of shareholders, the notice of which states  that
          the  proposed  amendment  or  repeal  is  to be considered at the
          meeting.