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:  July 31, 1998
                              
                             OR
                              
  [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                             THE
               SECURITIES EXCHANGE ACT OF 1934
            For the transition period from ____ to ____
                              
                Commission file number 0-9827
                              
                 PETROLEUM HELICOPTERS, INC.
   (Exact name of registrant as specified in its charter)
                              
              Louisiana                      72-0395707
   (State or other jurisdiction of        (I.R.S. Employer
   incorporation or organization)       Identification No.)
                                                  
   2121 Airline Highway Suite 400                 
       P.O. Box 578, Metairie,               70001-5979
              Louisiana
   (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 September 1, 1998
                            ________________________________
    Voting Common Stock             2,800,886 shares
  Non-Voting Common Stock           2,368,175 shares




               PART I - FINANCIAL INFORMATION
                              
Item 1.  FINANCIAL STATEMENTS

        PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                              
            CONDENSED CONSOLIDATED BALANCE SHEETS
          (Thousands of dollars, except share data)
                         (Unaudited)
<TABLE>
<CAPTION>
                                            July 31,    April 30,
                                            --------    ---------
                                              1998       1998(1)
                                            --------    ---------
<S>                                       <C>          <C>
ASSETS                                                           
Current assets:                                                  
 Cash and cash equivalents                $    1,223   $    2,753
 Accounts receivable - net of allowance       46,203       49,119
 Inventory                                    35,776       34,016
 Prepaid expenses                              1,457        1,478
 Notes receivable - investee companies         1,583        1,151
                                           ----------   ----------
    Total current assets                      86,242       88,517
                                           ----------   ----------
Investments                                    2,878        2,705
Property and equipment:                                          
 Cost                                        269,117      256,042
 Less accumulated depreciation              (124,544)    (120,923)
                                           ----------   ----------
                                             144,573      135,119
                                           ----------   ----------
Other                                            765          680
                                           ----------   ----------
                                          $  234,458   $  227,021
                                           ----------  -----------
                                           ----------  -----------
LIABILITIES AND SHAREHOLDERS' EQUITY                             
Current liabilities:                                             
 Accounts payable and accrued expenses    $   24,157   $   28,004
 Accrued vacation pay                          5,747        5,672
 Income taxes payable                          1,333        1,046
 Current maturities of long-term debt          5,840        5,824
                                           ---------    ---------
    Total current liabilities                 37,077       40,546
                                           ---------    ---------
Long-term debt, net of current maturities     75,829       66,795
Deferred income taxes                         19,172       19,172
Other long-term liabilities                    5,864        5,803

Shareholders' equity:                                            
 Voting common stock - par value of $0.10;
   authorized 12,500,000; issued shares of
   2,800,866 at July 31 and April 30             280          280
 Non-voting common stock - par value of
   $ 0.10; authorized 12,500,000; issued
   shares of 2,368,175 and 2,358,935 at
   July 31 and April 30, respectively            237          236
 Additional paid-in capital                   11,777       11,706
 Retained earnings                            84,222       82,483
                                           ---------    ---------
                                              96,516       94,705
                                           ---------    ---------
                                          $  234,458   $  227,021
                                           ---------    ---------
                                           ---------    ---------
</TABLE>

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



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

<TABLE>
<CAPTION>
                                     Three Months Ended
                                          July 31,
                                     -------------------                
                                      1998         1997
                                     -------      ------
<S>                                <C>          <C>
REVENUES:                                               
 Operating revenues                $  62,220    $  55,914
 Other income (deductions)               157          446
                                     -------     --------
                                      62,377       56,360
                                     -------     --------
                                                        
EXPENSES:                                               
 Direct expenses                      53,395       48,297
 Selling, general and administrative   4,161        3,900
 Interest expense                      1,449        1,182
                                     -------     --------
                                      59,005       53,379
                                     -------     --------

Earnings before income taxes           3,372        2,981
                                                        
Income taxes                           1,370        1,206
                                     -------     --------
Net earnings                        $  2,002    $   1,775
                                     -------     --------
                                     -------     --------
BASIC:                                                  
 Earnings per common share          $   0.39    $    0.35
                                     -------     --------
                                     -------     --------
DILUTED:                                                 
 Earnings per common share          $   0.38    $    0.34
                                     -------     --------
                                     -------     --------
                                                        
Weighted average common shares       
  outstanding                          5,161        5,095
                                                        
                                                        
Incremental common shares from       
stock options                             75           71
                                     -------     --------                   
                                                        
Weighted average common shares         5,236        5,166
  and equivalents                    -------     --------
                                     -------     --------
                                                        
                                                        
Dividends declared per common       $   0.05    $    0.05
  share                              -------     --------
                                     -------     --------
</TABLE>

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)
                              
                              
<TABLE>
<CAPTION>
                                     Three Months Ended July 31,
                                     ----------------------------
                                           1998        1997
                                       ----------  -----------
<S>                                    <C>         <C>
                                                             
  Cash flows from operating                                  
  activities:
   Net earnings                        $   2,002    $   1,775
   Adjustments to reconcile net 
     earnings to net cash provided
     by operating activities:
      Depreciation                         3,620        2,859
      Gain on equipment disposals           (121)        (352)
      Equity in net earnings of          
        investee companies                   (36)         (94)
   Changes in operating assets and      
     liabilities                          (4,111)      (2,740)
                                        ---------    ---------                     
  Net cash provided by operating         
  activities                               1,354        1,448
                                        ---------    ---------                     
  Cash flows from investing 
  activities:
   Investments                              (135)           -
   Purchases of property and           
     equipment                           (13,150)      (8,164)
   Proceeds from asset dispositions        1,530        1,398
                                        ---------    ---------
  Net cash used in investing            
    activities                           (11,755)      (6,766)
                                        ---------    ---------                     
  Cash flows from financing                                  
  activities:
   Proceeds from long-term debt           15,500       11,000
   Payments on long-term debt             (6,450)      (7,209)
   Proceeds from exercise of stock       
     options                                  78            -
   Dividends paid                           (257)        (254)
   Other, net                                  -          (24)
                                        ---------    ---------
                                                             
  Net cash provided by financing        
  activities                               8,871        3,513

                                        ---------    ---------

  Decrease in cash and cash             
  equivalents                             (1,530)      (1,805)
                                                             
  Cash and cash equivalents at          
  beginning of period                      2,753        2,437

                                        ---------    ---------

  Cash and cash equivalents at         
  end of period                        $   1,223    $     632
                                        =========    =========
</TABLE>
                                                             
                                                             
The  accompanying  notes  are  an  integral  part  of  these
condensed consolidated financial statements.



        PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                              
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              
          THREE MONTHS ENDED JULY 31, 1998 AND 1997
                              
                         (Unaudited)

(1)  General

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

      The  Company's financial results, particularly  as  it
relates  to  its  domestic  oil  and  gas  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
Company's  third fiscal quarter than at other times  of  the
year.   This  produces a seasonal aspect  to  the  Company's
business  and  typically results in  reduced  revenues  from
operations  during those months.  Therefore, the results  of
operations   for   interim  periods  are   not   necessarily
indicative of the operating results that may be expected for
the full fiscal year.

(2)  Commitments and Contingencies

      On  Monday, June 2, 1997, the Company was notified  by
the  National  Mediation Board ("NMB") that the  Office  and
Professional  Employees International Union ("OPEIU")  filed
an   application  to  represent  flight  deck  crew  members
(helicopter pilots) of PHI.  On September 4, 1997,  the  NMB
reported  that  the  Company's helicopter  pilots  voted  to
reject  union  representation.  The OPEIU  filed  objections
with  the  NMB  seeking  a  new election.   This  reelection
request was granted on January 30, 1998.  On March 31, 1998,
the  NMB reported that the Company's helicopter pilots voted
to again reject union representation.  On April 2, 1998, the
OPEIU filed objections with the NMB to set aside the results
of  the rerun election.  The objections are currently  being
evaluated by the NMB.  Should the Company's domestic  pilots
elect  to  be  represented by a union, the Company  believes
that   this   would  place  the  Company  at  a  competitive
disadvantage  which  could have an  adverse  effect  on  the
Company's revenues and results of operations.

(3)  Comprehensive Income

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

(4)  Earnings Per Share

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

(5)  Accounting for Computer Software

      In  March  1998, the American Institute  of  Certified
Public Accountants issued Statement of Position (SOP) No. 98-
1,  "Accounting for the Costs of Computer Software Developed
or  Obtained  for Internal Use," which establishes  criteria
for when these types of costs should be expensed as incurred
or   capitalized.   SOP  98-1  is  effective  for  financial
statements  for  fiscal years beginning after  December  15,
1998,  earlier  adoption is permitted in  fiscal  years  for
which annual financial statements have not been issued.  The
Company  has implemented SOP 98-1 on a prospective basis  as
of  May 1, 1998 resulting in approximately $ 0.5 million  of
costs  being capitalized that would have been expensed under
the  Company's  previous accounting method for  such  costs.
This  increased  net  income by $0.3 million  or  $0.05  per
diluted share.

(6)  New Accounting Pronouncements

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



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


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

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

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

RESULTS OF OPERATIONS

  Revenues

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

     Aeromedical contracts also provide for fixed and hourly
charges, but are generally for longer terms and impose early
cancellation  fees  to encourage customers  to  fulfill  the
contract  term  and cover the Company's additional  up-front
costs  in  the event of early termination.  Air Evac,  which
operates  in  Arizona, primarily derives its  revenues  from
third  party  payors based on per hour or per seat  charges.
These contracts are predominantly short-term in nature.
     



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

<TABLE>
<CAPTION>
                    Operating Revenues for the Quarter Ended July 31,
                    -------------------------------------------------
               (Thousands of dollars, except percentages and flight hours)
                                                   Increase (Decrease)
                           -------   --------    -----------------------
                             1998      1997          $          %
<S>                       <C>        <C>          <C>         <C>
                                                                
Oil and Gas Aviation     
Services Unit             $ 50,317   $ 47,629     $ 2,688        6
                                                                
Aeromedical Services Unit   11,741      7,897       3,844       49
                                                                
Other                          162        388        (226)     (58)
                           -------    -------      -------    -----
                                                                
Total Operating Revenues  $ 62,220   $ 55,914     $ 6,306       11
                           -------    -------      -------    -----
                           -------    -------      -------    -----
                                                                
Total Flight Hours          63,320     67,114      (3,794)      (6)
                           -------    -------      -------    -----
                           -------    -------      -------    -----
</TABLE>

   Fiscal  year  1998 first quarter earnings were  adversely
impacted by flood damage caused by Hurricane Danny to twenty-
six  aircraft  located at one of the Company's field  bases.
The  approximate effect of this damage was $ 0.05 per  share
and  primarily  relates to the incremental  effect  of  lost
revenue.  All but one of these aircraft are back in service.

Oil and Gas Aviation Services Unit
     
     Oil  and  Gas revenues for the quarter ended  July  31,
1998  increased  6% to $ 50.3 million from $  47.6  million.
Flight  hours declined 7% to 56,419 hours from 60,817  hours
for  the  quarter  ended  July 31, 1998,  due  primarily  to
decreased  activity in the Gulf of Mexico.  The increase  in
revenues is primarily attributable to a rate increase  which
occurred in the third quarter of fiscal 1998.  The effect of
this  rate increase for the quarter ended July 31,  1998 was
approximately $ 3.1 million.
     
Aeromedical Services Unit
     
     Aeromedical  revenues increased to $ 11.7  million,  or
49%,  from  $  7.9 million.  Total Aeromedical programs  and
aircraft  as  of July 31, 1998 were fifteen and forty-three,
respectively,  including  the  recently  acquired   aircraft
through the acquisition of Samaritan AirEvac on December 31,
1997,  versus fourteen Aeromedical programs and thirty-seven
aircraft at July 31, 1997.  Aeromedical flight hours for the
quarter  increased  1,227 hours  to  5,935  hours.   Of  the
increase  in  flight hours and revenues, Air Evac  accounted
for 791 hours and $ 5.6 million, respectively.

Direct Expenses

     Direct expenses increased $ 5.1 million, or 11%,  to 
$53.4  million primarily as a result of the addition of  Air
Evac  ($  4.7 million).  Direct expenses as a percentage  of
operating  revenues remained relatively  constant  with  the
Company maintaining an operating margin of 14%.
     
     Human  Resource costs including employee benefit costs,
increased $ 4.2 million, or 22%, to $ 23.2 million.   Salary
expense  increased  by $ 3.4 million due to  wage  increases
effective January 1, 1998, the addition of approximately 200
employees with the purchase of Air Evac and a new  pay  plan
implemented in February.  The Company's gain sharing program
expense was $ 0.3 million higher than the previous year period
due to increased earnings. In addition, other employee benefit
costs,  including medical insurance, increased $ 0.4 million
primarily due to an increase in premiums.

     Spare  parts  usage  and repairs and maintenance  costs
declined $ 0.6 million, or 5%, to $ 11.2 million.
     
     Aircraft depreciation increased $ 0.7 million, or  26%,
to  $ 3.4 million due to the purchase of additional aircraft
and   equipment.    The  Company  acquired  three   aircraft
subsequent  to July 31, 1998 and six aircraft ascribable  to
the Air Evac acquisition in the third quarter of fiscal year
1998.  The Company acquired five aircraft during fiscal year
1999.
     
     Helicopter  rental expense increased $ 0.3 million,  or
9%,  to  $ 3.8 million due to the addition of several leased
aircraft.   There were eighty-eight leased  aircraft  as  of
July 31, 1998 as compared to seventy-nine at July 31, 1997.
     
     All  other  aircraft costs increased $ 0.2 million,  or
2%, to $ 9.5 million.

Selling, General, and Administrative Expenses

      Selling, general and administrative expenses increased
$  0.3  million,  or 8% to $ 4.2 million.  Of this increase, 
$0.4  million  was  related  to  legal  and  other  business
consulting fees.  Offsetting this increase was a decline  in
computer software costs which were capitalized in the  first
quarter  of fiscal 1999 versus expensed in the prior  year's
comparable quarter.  The Company implemented SOP 98-1 during
this  quarter  resulting in approximately  $0.5  million  of
costs being capitalized.

Interest Expense

     Interest expense increased $ 0.3 million, or 23%, to 
$1.4 million.  This was primarily related to the increase in
the   Company's  long-term  debt.   Average  long-term  debt
increased $ 12.8 million over the prior year's first quarter.

LIQUIDITY AND CAPITAL RESOURCES

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

     The  Company's cash position as of July 31, 1998 was
$1.2 million compared to $ 2.8 million at April 30, 1998,the
Company's fiscal year end.  Working capital increased $  1.2
million  from $ 48.0 million at fiscal year end  to  $  49.2
million.
     
     Total long-term debt increased $ 9.1 million to $  81.7
million  as  a result of the investing activities  described
below.  The Company's current debt obligation totals  $  5.8
million, payable in equal quarterly installments, which  the
Company  intends to pay with cash flow from operations.   At
September  1, 1998, the Company had $ 5.0 million of  credit
capacity available under its credit facilities.  The Company
believes  its cash flow from operations in conjunction  with
its  credit  capacity  is sufficient  to  meet  its  planned
requirements for the foreseeable future.  The Company is  in
compliance with the provisions of its loan agreements.
     
     Cash  provided  by  operating  activities  was  $   1.4
million.   Investing activities included  the  purchase  and
completion  of  five  aircraft, aircraft  improvements,  and
engines  for  $  13.2  million.  Investing  activities  were
primarily  funded  through increased  borrowings  under  the
Company's   credit  facilities.   The  Company   also   paid
dividends  of $ 0.05 per share during the first  quarter  of
fiscal 1999.
     
     The Company continues to review selected domestic bases
for  possible  fuel  contamination  resulting  from  routine
flight  operations.   The  Company has  expensed,  including
provisions  for environmental costs, $ 0.1 million  for  the
three  months  ended  July 31, 1998 as  compared  to  $  0.3
million for the comparable period in fiscal year 1998.   The
aggregate liability recorded for environmental related costs
at July 31, 1998 is $ 1.7 million which the Company believes
is  adequate for probable and estimable environmental costs.
The  Company  will  make  additional  provisions  in  future
periods  to  the  extent appropriate as further  information
regarding these costs becomes available.
     
      The  Company  has considered the impact of  Year  2000
issues   on  its  computer  systems  and  applications.    A
committee  consisting of members of senior  management  from
various  disciplines within the Company has been formed  and
is  meeting regularly to discuss and outline the appropriate
course  of  action  that  must be taken  to  deal  with  any
potential  Year  2000 issues.  A compliance  plan  has  been
developed  and  conversion  activities  are  in  process  in
conjunction  with  the current information systems  upgrades
and is expected to be completed and tested in 1998.

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

      The  Company is currently undertaking an inventory  of
all  equipment used in the transmission and reception of all
signals to identify items that need to be upgraded or
replaced.

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




FORWARD LOOKING STATEMENTS

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

RESULTS AT A GLANCE (Unaudited)

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

<TABLE>
<CAPTION>
                                  Three Months Ended July 31,
                                  ---------------------------
Operations                             1998           1997
                                  ---------------------------
<S>                                 <C>           <C>
                                                             
    Operating revenues               $   62,220    $   55,914
    Net earnings                          2,002         1,775
    Net earnings per basic share           0.39          0.35
    Net earnings per diluted share         0.38          0.34
    Book value per diluted share          18.26         17.07
    Annualized return on                 
      shareholders' equity                 8.4%          8.0%
    Total flight hours - operated        63,320        67,114
                                                             
Financial Summary                  July 31, 1998   April 30, 1998
                                   -------------   --------------
                                                             
    Net working capital              $   49,165    $   47,971
    Net book value of property          
      and equipment                     144,573       135,119
    Long-term debt                       75,829        66,795
                                                             
General Statistics                                           
                                                             
    Aircraft operated                       309           307
    Employees                             2,188         2,135

</TABLE>

                              
                 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 for the quarter
     ending July 31, 1998.



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




                                Petroleum Helicopters, Inc.


September  14, 1998             By: /s/ Carroll W. Suggs
                                ----------------------------
                                Carroll W. Suggs
                                Chairman of the Board,
                                President and
                                Chief Executive Officer
                                  (duly authorized officer)


September  14, 1998             By: /s/ Geoffrey C. Stanford
                                ----------------------------
                                Geoffrey C. Stanford
                                Controller and Treasurer
                                  (principal financial and
                                   accounting officer)