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:  January 31, 1999
                              
                             OR
                              
  [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                             THE
               SECURITIES EXCHANGE ACT OF 1934
         For the transition period from _____ to _____
                              
                Commission file number 0-9827
                              
                 PETROLEUM HELICOPTERS, INC.
   (Exact name of registrant as specified in its charter)
                              
             Louisiana                  72-0395707
  (State or other jurisdiction of    (I.R.S. Employer
   incorporation or organization)   Identification No.)
                                             
   2121 Airline Drive, Suite 400             
      P.O. Box 578, Metairie,           
             Louisiana                  70001-5979
  (Address of principal executive       (Zip Code)
              offices)
                              
 Registrant's telephone number, including area code:  
                      (504) 828-3323


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

                        YES X  NO ___


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 March 1, 1999
             _____                 ____________________________
      Voting Common Stock                2,800,886 shares
    Non-Voting Common Stock              2,368,175 shares


               PART I - FINANCIAL INFORMATION
                              
Item 1.  FINANCIAL STATEMENTS

        PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                              
            CONDENSED CONSOLIDATED BALANCE SHEETS
              (In thousands, except share data)
                         (Unaudited)
                                                   
                                           January 31,   April 30,
                                              1999        1998(1)
ASSETS                                      ________     ________               
Current assets:                                                  
 Cash and cash equivalents                $    2,260   $    2,753
 Accounts receivable - net of allowance       47,829       49,119
 Inventory                                    35,976       34,016
 Prepaid expenses                              1,939        1,478
 Notes receivable - investee companies         1,375        1,151
                                            ________     ________
    Total current assets                      89,379       88,517
                                            ________     ________
Investments                                    2,756        2,705
Property and equipment:                                          
 Cost                                        273,493      256,042
 Less accumulated depreciation              (129,040)    (120,923)
                                            ________     ________             
                                             144,453      135,119
                                            ________     ________
Other                                            602          680
                                            ________     ________
                                          $  237,190   $  227,021
                                            ========     ========               
LIABILITIES AND SHAREHOLDERS' EQUITY                             
Current liabilities:                                             
 Accounts payable and accrued expenses    $   25,549   $   28,004
 Accrued vacation pay                          5,818        5,672
 Income taxes payable                            102        1,046
 Current maturities of long-term debt          5,874        5,824
                                            ________     ________
    Total current liabilities                 37,343       40,546
                                            ________     ________
Long-term debt, net of current maturities     75,884       66,795
Deferred income taxes                         18,685       19,172
Other long-term liabilities                    6,135        5,803
                                                                 
Shareholders' equity:                                            
 Voting common stock - par value of $ 0.10;
   authorized 12,500,000; issued shares of
   2,800,886 at January 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
   January 31 and April 30, respectively         237          236
 Additional paid-in capital                   11,777       11,706
 Retained earnings                            86,849       82,483
                                            ________     ________
                                              99,143       94,705
                                            ________     ________
                                          $  237,190   $  227,021
                                            ========     ========
(1)The balance sheet at April 30, 1998 is condensed from the
audited financial statements at that date.  The accompanying
notes  are  an integral part of these condensed consolidated
financial statements.

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


                                Three Months Ended    Nine Months Ended
                                    January 31,          January 31,
                                __________________    _________________         
                                  1999        1998       1999      1998
                                ______      ______    _______   _______
REVENUES:
 Operating revenues            $61,841     $58,803   $191,070  $172,238
 Other income (deductions)         435         679       (939)    1,195
                                ______      ______    _______   _______
                                62,276      59,482    190,131   173,433
                                ______      ______    _______   _______         
EXPENSES:                                                       
 Direct expenses                54,156      51,081    163,255   149,065
 Selling, general and            
     administrative              4,382       4,021     13,491    11,906
 Interest expense                1,631       1,325      4,616     3,751
                                ______      ______    _______   _______
                                60,169      56,427    181,362   164,722
                                ______      ______    _______   _______

Earnings before income taxes     2,107       3,055      8,769     8,711
                                                                
Income taxes                       905       1,235      3,611     3,562
                                ______      ______    _______   _______

Net earnings                   $ 1,202     $ 1,820   $  5,158  $  5,149
                                ======      ======    =======   =======         
BASIC:                                                          
 Earnings per common share     $  0.23     $  0.36   $   1.00  $   1.01
                                ======      ======    =======   =======         
DILUTED:                                                         
 Earnings per common share     $  0.23     $  0.35   $   0.99  $   0.99
                                ======      ======    =======   =======         
                                                                
Weighted average common shares   
     outstanding                 5,169       5,118      5,166     5,106
                                                                
                                                                
Incremental common shares from      
     stock options                  57          84         65        87
                                ______      ______    _______   _______         
                                                                
Weighted average common shares   
     and equivalents             5,226       5,202      5,231     5,193
                                ======      ======    =======   =======         
                                                                
Dividends declared per    
     common share              $  0.05     $  0.00   $   0.15  $   0.10
                                ======      ======    =======   =======
The accompanying notes are an integral part of these condensed
consolidated financial statements.

        PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                              
       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                              
                       (In thousands)
                         (Unaudited)
                              
                                            Nine Months Ended January 31,
                                            ____________________________
                                                1999          1998
                                               _______       _______
Cash flows from operating activities:               
 Net earnings                                 $  5,158      $  5,149
 Adjustments to reconcile net earnings                      
  to net cash provided by operating                
  activities:
    Depreciation                                12,011         9,210
    Deferred income taxes                         (487)            -
    Gain on equipment disposals                   (368)       (2,027)
    Equity in net earnings of           
      investee companies                           (37)         (167)
    Loss from operations disposals               1,344         1,000
 Changes in operating assets and liabilities    (6,217)       (9,211)
                                               _______       _______
                                                    
Net cash provided by operating activities       11,404         3,954
                                               _______       _______
                                                    
Cash flows from investing activities:               
 Investments                                      (383)       (8,754)
 Purchases of property and equipment           (31,626)      (19,568)
 Proceeds from asset dispositions               11,670        12,063
                                               _______       _______

Net cash used in investing activities          (20,339)      (16,259)
                                               _______       _______
                                                    
Cash flows from financing activities:               
 Proceeds from long-term debt                   24,000        30,150
 Payments on long-term debt                    (14,861)      (16,395)
 Dividends paid                                   (775)         (767)
 Other, net                                         78           304
                                               _______       _______

Net cash provided by financing activities        8,442        13,292
                                               _______       _______
                                                    
(Decrease) Increase in cash and cash              
  equivalents                                     (493)          987
                                                    
Cash and cash equivalents at beginning         
  of period                                      2,753         2,437
                                               _______       _______

Cash and cash equivalents at end of period    $  2,260      $  3,424
                                               =======       =======

The  accompanying  notes  are  an  integral  part  of  these
condensed consolidated financial statements.
                              
        PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                              
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              
         NINE MONTHS ENDED JANUARY 31, 1999 AND 1998
                              
                         (Unaudited)

(1)  General

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

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

(2)  Commitments and Contingencies

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



(3)  Comprehensive Income

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

(4)  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 $ 1.2 million  of
costs  being capitalized during fiscal 1999 that would  have
been expensed under the Company's previous accounting method
for  such costs.  This increased net income by $ 0.7 million
or   $   0.13  per  diluted  share  in  fiscal  1999.   This
capitalization  of costs will decline in future  periods  as
the  Company has completed the Application Development Stage
of  its  new Workorder and Billing System during  the  third
quarter  of fiscal 1999.  Post-implementation costs will  be
expensed  in  accordance with the SOP and Development  Stage
costs will be amortized over their estimated useful life.

(5)  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
issued  Statement of Financial Accounting Standards No.  133
("FAS  133"),  "Accounting  for Derivative  Instruments  and
Hedging  Activities".  FAS 133 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.

     The   discussion  that  follows  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

Third Quarter Fiscal 1999 to Third Quarter Fiscal 1998
_____________________________________________________

Revenues

     The Company generates flight revenues from both ongoing
service  contracts  with  established  customers  and   non-
contract flights referred to as Specials.  The Oil  and  Gas
Aviation  Services  Unit's  transportation  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.  Revenues  from
Technical  Services is included in revenues of the  Oil  and
Gas Aviation Services Unit.

     Aeromedical contracts also provide for fixed and hourly
charges, but are generally for longer terms and impose early
cancellation  fees  to encourage customers  to  fulfill  the
contract  term  and cover the Company's additional  up-front
costs  in  the  event of early termination. On December  31,
1997,  PHI  acquired the assets of Samaritan  AirEvac  ("Air
Evac"),   which  it  operates  as  a  division  within   its
Aeromedical  Services  Unit.  Air Evac,  which  operates  in
Arizona,  primarily derives its revenues  from  third  party
payors  based  on  per  hour  or  per  seat  charges.  These
contracts are predominantly short-term in nature.
     
       The  following  table  summarizes  and  compares  the
Company's operating revenues by unit for the quarters  ended
January 31, 1999 and 1998:


                                Operating Revenues for the Quarter 
                                       Ended January 31,
                            _________________________________________
                            (Thousands of dollars, except percentages
                                        and flight hours)
                            _________________________________________
                                                   Increase(Decrease)
                            ________   ________    __________________
                              1999       1998         $          %
                            ________   ________    _______    _______

Oil and Gas Aviation        
   Services Unit            $ 49,995   $ 49,839    $   156        0
                                                              
Aeromedical Services Unit     11,648      8,367      3,281       39
                                                              
Other                            198        597       (399)     (67)
                            ________   ________    _______    

Total Operating Revenues    $ 61,841   $ 58,803    $ 3,038        5
                            ========   ========    =======    =======

Total Flight Hours            52,516     60,201     (7,685)     (13)
                            ========   ========    =======    =======

     Overall flight activity for the third quarter of fiscal
1999  declined  by 13% as demand for domestic  oil  and  gas
aviation services has slowed due to an economic downturn  in
the  Gulf  of  Mexico. Despite these declines, oil  and  gas
flight  revenues were slightly higher primarily due to  rate
increases  which went into effect late in the third  quarter
of   fiscal   1998.   The  Company  is  currently  reviewing
strategies to reduce costs in light of the economic downturn
in  the  Gulf  of  Mexico which may result in  a  charge  to
earnings in the near term.

Oil and Gas Aviation Services Unit
     
     Revenues  for  the  quarter  ended  January  31,   1999
remained relatively constant at $ 50.0 million.  The  slight
increase  in  revenues  is primarily  attributable  to  rate
increases which occurred late in the third quarter of fiscal
1998 offset by activity declines.  Flight hours declined 15%
to  46,628  hours from 54,894 hours, for the  quarter  ended
January 31, 1999 due primarily to decreased activity in  the
Gulf of Mexico.
     
Aeromedical Services Unit
     
     Aeromedical  revenues increased 39% to $  11.6  million
from $ 8.4 million.  Air Evac accounted for $ 2.1 million of
this  increase.  Total Aeromedical programs and aircraft  as
of   January   31,  1999  were  seventeen  and   forty-five,
respectively, including the aircraft acquired with  the  Air
Evac  acquisition versus fourteen Aeromedical  programs  and
forty-six  aircraft at January 31, 1998.  Of the  forty-five
Aeromedical  aircraft at January 31, 1999,  thirty-nine  are
helicopters  and  six are fixed wing aircraft.   Aeromedical
flight  hours for the quarter increased 668 hours  to  5,040
hours.   Of the increase in flight hours, Air Evac accounted
for 465 hours.

Direct Expenses

     Direct  expenses  increased  $ 3.1  million,  or 6%, to
$ 54.2 million primarily as a result of the addition of  Air
Evac  which  accounted for $ 1.6 million  of  the  increase.
Direct  expenses  as  a  percentage  of  operating  revenues
increased,  decreasing  the Company's  operating  margin  to
12.4% from 13.1% in the prior year comparable quarter.

     Human Resource costs, including employee benefit costs,
increased  $ 1.0 million, or 5%, to $ 20.9 million.   Salary
expense  increased  by $ 2.0 million due to  wage  increases
effective January 1, 1998, the addition of approximately 200
employees  with  the  purchase  of  Air  Evac  and   a   new
compensation plan implemented in February 1998.   The  human
resource  cost increases were partially offset by a  decline
in workers compensation insurance expense.

     Spare  parts  usage  and repairs and maintenance  costs
decreased $ 0.1 million to $ 12.3 million.
     
     Aircraft depreciation increased $ 1.0 million, or  32%,
to  $ 4.1 million due to the purchase of additional aircraft
and  equipment.   The Air Evac acquisition resulted  in  the
addition of six aircraft late in the third quarter of fiscal
year  1998.  During fiscal 1999, the Company purchased  nine
aircraft; four of which were converted to leases during  the
second  quarter and one of which was sold during the  second
quarter.   Additionally, nine aircraft were sold which  were
purchased prior to fiscal year 1999.
     
     Helicopter  rental  expense  decreased $ 0.2 million to
$ 3.6 million from  $ 3.8 million.  There were  ninety-three
leased aircraft as of January 31, 1999 as compared to ninety-
one  at January 31, 1998.  During June 1998, thirteen leased
aircraft were refinanced resulting in monthly lease  expense
reductions of $ 75,000.
     
     All  other  aircraft costs increased $ 0.3 million,  or
3%, to $ 9.9 million.
     
      Technical  Services  cost of  sales  increased  $  1.1
million,  or  50%,  to  $  3.3 million.   This  increase  is
consistent with an increase in third party maintenance  work
performed by the Oil and Gas Aviation Services Unit.

Selling, General, and Administrative Expenses

      Selling, general and administrative expenses increased
$  0.4 million, or 10%, to $ 4.4 million.  Of this increase,
$ 0.4 million related to an increase in human resource costs
and  $  0.4  million  related to  other   costs.   Partially
offsetting this increase was a decline in computer  software
costs  which were capitalized in the third quarter of fiscal
1999 versus expensed in the prior year's comparable quarter.
The   Company  implemented  SOP  98-1  during  fiscal   1999
resulting  in  approximately $ 0.3 million  of  costs  being
capitalized during the quarter.

Interest Expense

     Interest  expense  increased  $ 0.3 million, or 23%, to
$ 1.6 million.  This was primarily related to an increase in
the   Company's  long-term  debt.   Average  long-term  debt
increased  $  11.9  million, or 16%, over the  prior  year's
third quarter.
     
First Nine Months Fiscal 1999 to First Nine Months Fiscal 1998
______________________________________________________________

       The  following  table  summarizes  and  compares  the
Company's  operating revenues by unit for  the  nine  months
ended January 31, 1999 and 1998:


                             Operating Revenues for the Nine Months
                                        Ended January 31,
                            _________________________________________
                            (Thousands of dollars, except percentages
                                        and flight hours)
                            _________________________________________
                                                   Increase (Decrease)
                            _________  _________   __________________
                              1999       1998         $          %
                            _________  _________   _______    _______

Oil and Gas Aviation        
   Services Unit            $ 155,179  $ 146,715   $ 8,464        6
                                                              
Aeromedical Services Unit      35,376     24,016    11,360       47
                                                              
Other                             515      1,507      (992)     (66)
                            _________  _________   _______    

Total Operating Revenues    $ 191,070  $ 172,238   $18,832       11
                            =========  =========   =======    =======

Total Flight Hours            178,347    194,750   (16,403)      (8)
                            =========  =========   =======    =======           


      Overall  flight activity for the first nine months  of
fiscal  1999 declined by 8% as demand for domestic  oil  and
gas aviation services has slowed due to an economic downturn
in  the Gulf of Mexico.  Despite these declines, oil and gas
flight revenues were higher due primarily to rate increases,
which  went into effect late in the third quarter of  fiscal
1998,  and an increase in  Specials due to several  tropical
storm and hurricane evacuations.

      Fiscal  year 1998 earnings were adversely impacted  by
flood   damage  caused  by  Hurricane  Danny  to  twenty-six
aircraft  located at one of the Company's field bases.   The
approximate  effect of this damage was $  0.25  per  diluted
share  for  the  nine  months ended  January  31,  1998  and
primarily relates to the incremental effect of lost revenue.
All of these aircraft are back in service.

      In  addition, results for the second quarter of fiscal
1999  were  adversely  impacted by the discontinuance  of  a
joint  venture in South America, which included  a  non-cash
charge of $ 1.3 million ($ 0.15 per diluted share).

Oil and Gas Aviation Services Unit
     
     Revenues  for  the nine months ended January  31,  1999
increased  6% to $ 155.2 million from $ 146.7 million.   The
increase  in  revenues  is primarily  attributable  to  rate
increases as discussed above and aircraft fleet mix changes.
The effect of these rate increases for the nine months ended
January  31, 1999 was approximately a $ 10.0 million increase
in  revenues.   Flight hours declined 10% to  158,809  hours
from  177,300  hours for the nine months ended  January  31,
1999  due  primarily to decreased activity in  the  Gulf  of
Mexico.
     
Aeromedical Services Unit
     
     Aeromedical revenues increased $ 11.4 million, or  47%,
to  $ 35.4 million.  Total Aeromedical programs and aircraft
as  of  January  31,  1999  were seventeen  and  forty-five,
respectively, including the aircraft acquired with  the  Air
Evac  acquisition, versus fourteen Aeromedical programs  and
forty-six  aircraft at January 31, 1998. Of  the  forty-five
aeromedical  aircraft at January 31, 1999,  thirty-nine  are
helicopters  and  six are fixed wing aircraft.   Aeromedical
flight  hours for the nine months increased 2,972  hours  to
16,809 hours.  Of the increase in flight hours and revenues,
Air  Evac  accounted for 2,081 additional hours  and  $  9.5
million in additional revenues, respectively.

Direct Expenses

     Direct  expenses  increased  $ 14.2 million, or 10%, to
$ 163.3 million primarily as a result of the addition of Air
Evac  which  accounted for $ 7.3 million  of  the  increase.
However,  direct  expenses  as  a  percentage  of  operating
revenues declined, improving the Company's operating  margin
to 14.6% from 13.5% in the prior year period.
     
     Human Resource costs, including employee benefit costs,
increased $ 8.9 million, or 15%, to $ 66.8 million.   Salary
expense  increased  by $ 8.4 million due to  wage  increases
effective January 1, 1998, the addition of approximately 200
employees  with  the  purchase  of  Air  Evac  and   a   new
compensation plan implemented in February 1998.   The  human
resource  cost increases were partially offset by a  decline
in worker's compensation insurance expense.
     
     Spare  parts  usage  and repairs and maintenance  costs
declined $ 0.7 million, or 2%, to $ 36.2 million.
     
     Aircraft depreciation increased $ 2.7 million, or  31%,
to $ 11.4 million due to the purchase of additional aircraft
and  equipment.   The Air Evac acquisition resulted  in  the
addition of six aircraft in the third quarter of fiscal year
1998.   During  fiscal  1999,  the  Company  purchased  nine
aircraft; four of which were converted to leases during  the
second  quarter and one of which was sold during the  second
quarter.   Additionally, nine aircraft were sold which  were
purchased prior to fiscal year 1999.
     
     Helicopter  rental expense increased $ 0.2 million,  or
2%,  to  $  11.1  million.  The average number  of  aircraft
leased  for the nine months ended January 31, 1999 increased
by   six  aircraft  over  the  prior  year  period,  thereby
increasing   rental  expense.   Partially  offsetting   this
increase  was  a  decline  in rental  expense  for  thirteen
aircraft which were refinanced in June 1998.
     
     All  other  aircraft costs increased $ 1.3 million,  or
5%, to $ 29.4 million.
     
     Technical  Services  cost  of  sales  increased  $  1.8
million,  or  27%,  to  $  8.4 million.   This  increase  is
consistent with an increase in third party maintenance  work
performed by the Oil and Gas Aviation Services Unit.

Selling, General, and Administrative Expenses

      Selling, general and administrative expenses increased
$ 1.6 million, or 13%, to $ 13.5 million.  Of this increase,
$ 1.1 million related to an increase in human resource costs
($  0.5 million of which related to Air Evac), $ 0.9 million
related  to  legal and  other business  consulting fees  and
$1.0 million primarily related to supplies, depreciation and
occupancy  costs  ($  0.5 million of which  related  to  Air
Evac).   Offsetting this increase was a decline in  computer
software costs which were capitalized in fiscal 1999  versus
expensed in the prior year's comparable period.  The Company
implemented SOP 98-1 during the first nine months of  fiscal
1999 resulting in approximately $ 1.2 million of costs being
capitalized.

Interest Expense

     Interest  expense  increased  $ 0.9 million, or 24%, to
$ 4.6 million. This was primarily related to the increase in
the   Company's  long-term  debt.   Average  long-term  debt
increased  $  13.1  million, or 20%,  over  the  prior  year
period.

LIQUIDITY AND CAPITAL RESOURCES

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

     The  Company's cash position as of January 31, 1999 was
$  2.3  million compared to $ 2.8 million at April 30, 1998,
the  Company's fiscal  year  end.  Working capital increased
$ 4.0 million from $48.0 million at fiscal year end to $52.0
million at January 31, 1999.
     
     Total   long-term  debt,  net  of  current  maturities,
increased $ 9.1 million to $ 75.9 million as a result of the
investing activities described below.  The Company's current
debt  obligation  totals  $ 5.9 million,  payable  in  equal
quarterly  installments, which the Company  intends  to  pay
with  cash flow from operations.  On November 30, 1998,  the
Company and its principal lending group entered into a  loan
agreement  that  amended  and  restated  its  original  loan
agreement dated January 1, 1986. The new agreement increased
the  Company's credit capacity by $ 7.0 million.   At  March
15,  1999, the Company had $ 18.5 million of credit capacity
available under its credit facilities.  The Company believes
its cash flow from operations in conjunction with its credit
capacity is sufficient to meet its planned requirements  for
the  foreseeable future.  The Company is in compliance  with
the provisions of its loan agreements.

     Cash  provided  by  operating  activities  was  $  11.4
million.    Investing  activities  primarily  included   the
purchase   and   completion  of  nine   aircraft,   aircraft
improvements,  and engines for $ 31.6 million.  The  Company
also  converted the purchases of four of these aircraft into
leases receiving proceeds of approximately $ 5.7 million  in
the  second  quarter.  Additional proceeds of $ 4.2  million
were  received  from the sale of  ten  aircraft  during  the
year.   As a result of the declining activity levels in  the
Gulf  of  Mexico,  the Company recently implemented  certain
cost reductions which include the sale of aircraft which  no
longer  meet  the  Company's  needs.   Additional  sales  of
aircraft  will  occur during the fourth  quarter  of  fiscal
1999.  Investing  activities were primarily  funded  through
proceeds  from  asset dispositions and increased  borrowings
under  the  Company's credit facilities.  The  Company  paid
dividends of $ 0.05 per share during the first, second,  and
third quarters of fiscal 1999.
     
     The Company continues to review selected domestic bases
for  possible  fuel  contamination  resulting  from  routine
flight  operations.   The  Company has  expensed,  including
provisions  for environmental costs, $ 0.4 million  for  the
nine  months  ended January 31, 1999 as compared  to  $  1.2
million for the comparable period in fiscal year 1998.   The
aggregate liability recorded for environmental related costs
at  January  31,  1999 is $ 1.7 million  which  the  Company
believes    is   adequate   for   probable   and   estimable
environmental  costs.   The  Company  will  make  additional
provisions  in  future periods to the extent appropriate  as
further information regarding these costs becomes available.

YEAR 2000 MATTERS

      The  Company  has considered the impact of  Year  2000
("Y2K") issues on its computer systems and applications.   A
committee  consisting of members of senior  management  from
various  disciplines within the Company has been formed  and
is  meeting regularly to discuss and outline the appropriate
course  of  action  that  must be taken  to  deal  with  any
potential  Year  2000 issues.  A compliance  plan  has  been
developed  and  conversion  activities  are  in  process  in
conjunction  with  the current information systems  upgrades
and is expected to be completed and tested by June 30, 1999.

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

      The  Company is currently undertaking an inventory  of
all  equipment used in the transmission and reception of all
radio signals to identify items that need to be upgraded  or
replaced.  The Company has retained the consulting  firm  of
BrightStar  Information  Technology  Group,  Inc.   for   an
estimated cost of $ 0.3 million, of which $ 0.2 million  has
been  spent during fiscal 1999, to assist with a wide  range
of  Year  2000  services, including a complete hardware  and
software inventory and Year 2000 compliance analysis.   This
review is expected to be completed by May 31, 1999.

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

FORWARD LOOKING STATEMENTS

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

RESULTS AT A GLANCE (Unaudited)

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

                                          Nine Months Ended January 31,
                                       ___________________________________
Operations                                     1999           1998
                                       ___________________________________

 Operating revenues                        $  191,070     $  172,238
 Net earnings                                   5,158          5,149
 Net earnings per basic share                    1.00           1.01
 Net earnings per diluted share                  0.99           0.99
 Book value per diluted share                   18.95          17.79
 Annualized return on shareholders' equity       7.1%           7.6%
 Total flight hours - operated                178,347        194,750
                                                             
                                                  
Financial Summary                      January 31, 1999    April 30, 1998
                                       ___________________________________

 Net working capital                       $   52,036     $   47,971
 Net book value of property                 
   and equipment                              144,453        135,119
 Long-term debt, net of current maturities     75,884         66,795

General Statistics                                           
                                                             
 Aircraft operated                                305            307
 Employees                                      2,117          2,135
                              
                              
                 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).

10.1     Second Amendment to Amended and Restated Loan Agreement
         originally dated as of January 31, 1986, Amended and
         Restated in its entirety as of March 31, 1997, among
         Petroleum Helicopters, Inc., Whitney National Bank, Bank
         One, Louisiana, N.A., and NationsBank of Texas, N.A., as agent.

27       Financial Data Schedule

(b)      Reports on Form 8-K

             No reports were filed on Form 8-K for the quarter ending
             January 31, 1999.


SIGNATURES


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



                                Petroleum Helicopters, Inc.


March  16, 1999                 By:  /s/ Carroll W. Suggs
                                ________________________________
                                Carroll W. Suggs
                                Chairman of the Board, President
                                and Chief Executive Officer
                                (duly authorized officer)


March  16, 1999                 By:  /s/ Michael J. McCann
                                ________________________________
                                Michael J. McCann
                                Chief Financial Officer and
                                Treasurer (principal financial
                                and accounting officer)