EXHIBIT 10.22



                        FOURTH AMENDMENT
                               TO
               AMENDED AND RESTATED LOAN AGREEMENT

     This FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
(this "Amendment") is being entered into as of June 30, 2000,  by
and  among  PETROLEUM HELICOPTERS, INC., a Louisiana  corporation
(the  "Company"),  BANK  OF  AMERICA, N.A.,  a  national  banking
association  (f/k/a Bank of America National  Trust  and  Savings
Association, successor by merger to Bank of America, N.A.,  f/k/a
NationsBank, N.A., successor by merger to NationsBank  of  Texas,
N.A.  ("NationsBank") ("Bank of America"), WHITNEY NATIONAL BANK,
a  national banking association ("Whitney"), BANK ONE, LOUISIANA,
N.A., a national banking association ("Bank One" (as successor by
merger  to  First  National Bank of Commerce, a national  banking
association ("FNBC")) and together with NationsBank and  Whitney,
being  hereinafter referred to collectively as the  "Banks",  and
Bank  of  America as agent for the Banks (in such  capacity,  the
"Agent").

                     PRELIMINARY STATEMENTS

      (1)   The Company, NationsBank, Whitney, FNBC and the Agent
have  entered into that certain Loan Agreement, originally  dated
as  of  January 31, 1986, as amended and restated in its entirety
as  of  March  31,  1997, and as amended by  that  certain  First
Amendment  to Amended and Restated Loan Agreement,  dated  as  of
December  31, 1997, that certain Second Amendment to Amended  and
Restated Loan Agreement, dated as of November 30, 1998, and  that
certain  Limited  Waiver  and  Third  Amendment  to  Amended  and
Restated  Loan  Agreement, dated as of June 30, 1999  (such  Loan
Agreement,  as  so amended and restated and as the  same  may  be
further amended from time to time, being hereinafter referred  to
as  the  "Loan Agreement").  Terms used herein, unless  otherwise
defined  herein, shall have the meanings set forth  in  the  Loan
Agreement.

      (2)   The  Company has requested that the  Banks  agree  to
amend, and the Banks now wish to amend, subject to the terms  and
conditions  specified herein, Section 8.04 of the Loan  Agreement
as provided below.

      NOW,  THEREFORE, in consideration of the premises  and  for
other   good   and  valuable  consideration,  the   receipt   and
sufficiency  of which are hereby acknowledged, the  Company,  the
Banks and the Agent hereby agree as follows:

      1.    Pursuant to Section 12.02 of the Loan Agreement,  the
Company and the Banks hereby agree that, effective as of the date
hereof, Section 8.04 of the Loan Agreement is hereby amended  and
restated in its entirety to read as follows:


          8.04 Modified Cash Flow Coverage.  Permit Modified Cash
     Flow  Coverage for any four consecutive fiscal  quarters  of
     the  Company to be less than (a) for any such period of four
     consecutive  fiscal quarters ending during the  period  from
     and  including June 30, 2000 to and including  December  31,
     2000,  1.10  and (b) for any such period of four consecutive
     fiscal quarters ending after December 31, 2000, 1.25.

      2.    Other  than as specifically provided for herein,  the
amendment provided for in Section 1 above shall not operate as  a
consent to any other action, event or circumstance or as a waiver
or  amendment of any right, power or privilege of the Banks under
the Loan Agreement or the Notes or of any other term or condition
of  the  Loan Agreement or the Notes nor shall the entering  into
this  Amendment preclude any of the Banks from refusing to  enter
into any further consents, waivers or amendments with respect  to
the Loan Agreement or the Notes.

      3.    Each  reference  in  the  Loan  Agreement  to  "this
Agreement",  "hereunder", "herein" or words of like import  shall
mean and be a reference to the Loan Agreement as amended to date.
Unless otherwise indicated, terms used in this Amendment have the
same meanings herein as in the Loan Agreement.

      4.    The  Loan Agreement, as amended to date,  is  in  all
respects ratified and confirmed, and all of the rights and powers
created  thereby or thereunder shall be and remain in full  force
and effect.

      5.    The  Company hereby represents that (a) after  giving
effect  to the amendment contemplated herein, the representations
and  warranties contained in the Loan Agreement, the  Notes,  the
Security  Documents,  and  any  other  documents  or  instruments
executed in connection with the Loan Agreement (collectively, the
"Loan  Documents") are true and correct on and  as  of  the  date
hereof  as though made on and as of such date, (b) upon execution
of  this Amendment, the Company will not be in default in the due
performance  of  any covenant on its part in the Loan  Documents,
and  (c)  no  Default  or Event of Default has  occurred  and  is
continuing or is imminent.

      6.    The Company acknowledges, confirms, and warrants that
the   Security  Documents  and  any  other  security  instruments
executed  at  any  time  in connection with  the  Loan  Agreement
continue  to  secure, inter alia, the payment of all Indebtedness
at any time created pursuant to the Loan Agreement, as amended to
date,  and  all  obligations of the Company in  respect  of  Swap
Agreements.

      7.    The effectiveness of this Amendment is subject to (i)
the  Company's  delivery to the Agent, for  the  account  of  the
Banks,  of  a  counterpart  of this  Amendment  executed  by  the
Company;  and (ii)  the delivery to the Agent of counterparts  of
this Amendment executed by each of the Banks.

      8.    The  Company agrees to do, execute, acknowledge,  and
deliver, all and every such further acts and instruments  as  the
Agent may request for the better assuring and confirming unto the
Agent  and  the  Banks  all and singular the  rights  granted  or
intended to be granted hereby or hereunder.

      9.    The  Company agrees to pay on demand  all  reasonable
costs   and  expenses  of  the  Banks  in  connection  with   the
preparation,  reproduction,  execution,  and  delivery  of   this
Amendment and the other instruments and documents to be delivered
hereunder   (including  the  reasonable  fees  and  out-of-pocket
expenses  of counsel for the Agent, and with respect to  advising
the  Agent as to its rights and responsibilities under  the  Loan
Agreement,  as  hereby to date).  In addition, the Company  shall
pay  any  and  all  stamp and other taxes  and  fees  payable  or
determined  to  be payable in connection with the  execution  and
delivery,  filing, or recording of this Amendment and  the  other
instruments and documents to be delivered hereunder,  and  agrees
to  save  each  Bank  harmless  from  and  against  any  and  all
liabilities  with  respect to and resulting  from  any  delay  in
paying or omission to pay such taxes or fees.

      10.   This  Amendment  may be executed  in  any  number  of
counterparts  (including those transmitted by facsimile)  and  by
different parties hereto in separate counterparts, each of  which
when  so executed and delivered shall be deemed to be an original
and  all of which taken together shall constitute but one and the
same  instrument.  Delivery of this Amendment may be may be  made
by  telecopy  transmission  of a duly executed  counterpart  copy
hereof.

      11.   This Amendment shall be governed by and construed  in
accordance  with  the laws of the State of  Texas  and  shall  be
binding  upon  the Company, the Agent, and the  Banks  and  their
respective successors and assigns.

      12.   FINAL AGREEMENT. THIS AMENDMENT TOGETHER WITH THE FIRST
AMENDMENT,  THE SECOND AMENDMENT, THE THIRD AMENDMENT,  THE  LOAN
AGREEMENT,  THE  NOTES,  THE SECURITY  DOCUMENTS  AND  ANY  OTHER
DOCUMENTS  OR  INSTRUMENTS EXECUTED IN CONNECTION WITH  THE  LOAN
AGREEMENT  REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES  AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS  OR
SUBSEQUENT  ORAL  AGREEMENTS  OF  THE  PARTIES.   THERE  ARE   NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

   [Remainder of page intentionally left blank; signature page follows]

          IN WITNESS WHEREOF, the parties hereto have caused this
Amendment  to be executed by their respective officers  thereunto
duly authorized as of the date first above written.



                              PETROLEUM HELICOPTERS, INC.

                              By:  /s/ Michael J. McCann
                                   -------------------------------
                              Name:  Michael J. McCann
                              Title:  CFO



                              BANK OF AMERICA, N.A.,
                              individually and as Agent


                              By: /s/ Paul A. Squires
                                  --------------------------------
                              Name:  Paul A. Squires
                              Title:  Managing Director



                              WHITNEY NATIONAL BANK


                              By: /s/ Harry C. Stahel
                                  --------------------------------
                              Name:  Harry C. Stahel
                              Title:  Sr. Vice Pres.



                              BANK ONE, LOUISIANA, N.A.

                              By: /s/ J. Charles Freel, Jr.
                                  --------------------------------
                              Name:  J. Charles Freel, Jr.
                              Title:  First Vice President