=========================================================================
             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, 1997
                              
                             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, Louisiana                      70001-5979
(Address of principal executive offices)       (Zip Code)

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 10, 1997
             -----              --------------------------------
       Voting Common Stock               2,800,886
     Non-Voting Common Stock             2,294,066

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               PART I - FINANCIAL INFORMATION
                              
Item 1.  Financial Statements

        PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                              
            CONDENSED CONSOLIDATED BALANCE SHEETS
                              
                   (Thousands of Dollars)
                         (Unaudited)
                                               July 31,      April 30,
                                               -------       --------
                                                 1997         1997(1)
                                               -------       --------
ASSETS                                                              
Current assets:                                                     
 Cash and cash equivalents                   $     632     $    2,437
 Account receivable - net of allowance          36,916         35,547
 Inventory                                      31,608         30,202
 Prepaid expenses                                1,092          1,115
 Refundable income taxes                           120          1,344
 Notes receivable - investee companies             797          1,313
                                               -------        -------
    Total current assets                        71,165         71,958
                                               -------        -------
Notes receivable                                    22             22
Investments                                      2,576          2,480
Property and equipment:                                            
 Cost                                          249,526        244,047
 Less accumulated depreciation                (123,584)      (122,220)
                                               -------        -------
                                               125,942        121,827
                                               -------        -------
Other                                              522            344
                                               -------        -------
                                           $   200,227    $   196,631
                                              ========       ========
                                                                    
LIABILITIES AND SHAREHOLDERS' EQUITY                                
Current liabilities:                                               
 Accounts payable and accrued expenses     $    19,011    $    21,059
 Accrued vacation pay                            4,786          4,784
 Current portion of long-term debt               4,884          4,868
                                               -------        -------
    Total current liabilities                   28,681         30,711
                                               -------        -------
Long-term debt                                  61,365         57,592
Deferred income taxes                           18,239         18,239
Other long-term liabilities                      3,022          2,673
                                                                   
Shareholders' equity:                                              
 Voting common stock                               280            280
 Non-voting common stock                           229            229
 Additional paid-in capital                     10,793         10,810
 Retained earnings                              77,618         76,097
                                               -------        -------
                                                88,920         87,416
                                               -------        -------
                                           $   200,227    $   196,631
                                               =======        =======

(1)The balance sheet at April 30, 1997 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
                              
        (Thousands of dollars, except per share data)
                         (Unaudited)


                                      Three Months Ended July 31,
                                      --------------------------
                                            1997         1996
                                            ----         ----          
REVENUES                                                       
 Operating revenues                  $     55,914  $     50,240
 Gain on equipment                                             
   disposals                                  352             4
 Equity in net earnings                                        
   of investee companies                       94            29
                                           ------        ------
                                           56,360        50,273
                                           ------        ------
EXPENSES:                                                      
 Direct expenses                           48,297        42,565
 Selling, general and                                          
   administrative expenses                  3,900         2,980
 Interest expense                           1,182           867
                                           ------        ------
                                           53,379        46,412
                                           ------        ------
Earnings before income taxes                2,981         3,861
                                                               
Income taxes                                1,206         1,583
                                           ------        ------
Net earnings                         $      1,775  $      2,278
                                           ======        ======
Net earnings per share               $       0.35  $       0.45
                                           ======        ======
Weighted average common                                        
 shares outstanding                         5,095         5,076
                                           ======        ======
Dividends declared per common                                  
 share                               $       0.05  $       0.05
                                           ======        ======


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)
                              

                                          Three Months Ended July 31,
                                          --------------------------
                                                1997         1996
                                                ----         ----         
Cash flows from operating activities:                             
 Net earnings                                $  1,775   $    2,278
 Adjustments to reconcile net earnings                            
 to net cash provided by operating activities:                               
 Depreciation                                   2,859        2,265
 Gain on equipment disposals                     (352)         (4)
 Equity in net earnings of investee companies     (94)        (29)
 Changes in operating assets and liabilities   (2,738)     (5,179)
                                                ------      ------
 Net cash provided by (used in) operating                         
   activities                                    1,448       (669)
                                                                  
Cash flows from investing activities:                             
 Investments                                       -         (657)
 Purchase of property and equipment             (8,164)   (12,425)
 Proceeds from asset dispositions                1,398         12
                                                ------      ------
 Net cash used in investing activities          (6,766)   (13,070)
                                                                
Cash flows from financing activities:                             
 Proceeds from long-term debt                   11,000      16,675
 Payments on long-term debt                     (7,209)     (2,197)
 Dividends paid                                   (254)       (254)
 Other, net                                        (24)         -
                                                ------      ------
Net cash provided by financing activities        3,513      14,224
                                                                  
Increase (decrease) in cash and cash                     
equivalents                                     (1,805)        485
                                                                  
Cash and cash equivalents at beginning of                         
period                                           2,437       1,899
                                                ------      ------
Cash and cash equivalents at end of period   $     632   $   2,384
                                                ======      ======

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, 1997 AND 1996
                              

(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. ("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, 1997 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 with the classifications adopted for reporting in
fiscal  1998.  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
has recently filed  objections with the NMB seeking to require a new
election.  The Company will vigorously contest the OPEIU's objections.
On August 6, 1997, the domestic pilots of one of  the
Company's chief competitors voted to become members  of  this
union.

(3) New Accounting Pronouncements

      In  February  1997, the Financial Accounting  Standards
Board issued Statement of Financial Accounting Standards  No.
128, Earnings Per Share ("FAS 128").  FAS 128 will change the
computation,  presentation  and disclosure  requirements  for
earnings per share amounts.  FAS 128 requires presentation of "basic"
and "diluted" earnings per share, as defined,
on  the  face  of the income statement for all entities  with
complex  capital  structures.   FAS  128  is  effective   for
financial statements issued for periods ending after December
15,  1997  and  requires  restatement  of  all  prior  period
earnings per share amounts.  Management does not believe that
this pronouncement will have a material impact on the Company's
calculation or presentation of its earning per share amounts.


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,  referred  to  herein   as
"Technical Services".

     This  discussion should be read in conjunction with  the
accompanying  financial  statements and  with  the  financial
statements for the year ended April 30, 1997 and the  related
notes and Management's Discussion and Analysis.
     
RESULTS OF OPERATIONS

     The  following is a comparison of the first  quarter  of
the  fiscal  year ending April 30, 1998 with  the  comparable
period of the prior fiscal year.

  Revenues

     The  Company generates flight revenues from both ongoing
service contracts with established customers and non-contract
flights  referred to as Specials.  Domestic Oil and  Gas  and
International  contracts 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 contractual commitments and which
generally carry higher rates.

     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.

     The   following table summarizes and compares the
Company's  operating revenues by certain markets for
the quarters ended July 31, 1997 and 1996:

(Thousands of dollars, except percentages and flight hours)

                 Operating Revenues for the Quarter Ended July 31,
                 -------------------------------------------------

                                                        Increase
                                                        ---------
                                  1997       1996        $     %
                                  ----       ----       --    --
Domestic Oil and Gas           $ 39,540  $  35,409  $  4,131   12
                                                            
Aeromedical Services              7,897      7,636       261    3
                                                            
International                     5,203      5,002       201    4
                                                            
Technical Services and Other      3,274      2,193     1,081   49
                                 ------     ------     -----   --
                                                     
Total Operating Revenues       $ 55,914  $  50,240  $  5,674   11
                                 ------     ------     -----     
                                                     
Total Flight Hours               67,114     62,876     4,238    7
                                 ======     ======     =====     
                                                     


     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 estimated  effect  of  this
damage  was  $  .05 per share and primarily  relates  to  the
incremental  effect of lost revenue.  Although  most  of  the
damaged aircraft were repaired and generating revenue by  the
end  of  the quarter, the ensuing quarter could be negatively
impacted as well, as four of these aircraft will not be fully
operational until October, 1997 at the earliest.

Domestic Oil and Gas
     
     Domestic Oil and Gas revenues for the quarter ended July
31, 1997 increased 12% to $ 39.5 million from $ 35.4 million.
The  Company  primarily  attributes the  increase  to  better
economic  conditions  in the Gulf of  Mexico.   Flight  hours
increased  7%  to  54,088 hours from  50,456  hours  for  the
quarter ended July 31, 1996.
     
Aeromedical Services
     
     Aeromedical  revenues  increased  slightly  to   $   7.9
million,  or  3%, from $ 7.6 million.  The total  Aeromedical
contracts  and aircraft as of July 31, 1997 are  14  and  37,
respectively, with no change from July 31, 1996.  EMS  flight
hours for the quarter decreased 15 hours to 4,707 hours.

International

     International Oil & Gas revenues increased 4% to  $  5.2
million from $ 5.0 million due primarily to increased  flight
hours  and  the addition of one new contract.   Flight  hours
rose 68 hours to 6,728 hours.

Technical Services and Other

     Technical  Services and other revenues increased  $  1.1
million, to  $ 3.3 million  due  primarily  to  an
increase in engine and component overhaul work.

Direct Expenses

     Direct  expenses increased $ 5.7 million, or 13%,  to
$48.3  million  primarily as a result  of  increased  activity
levels.    Direct  expenses  as  a  percentage  of  operating
revenues  increased which  reduced  the  Company's operating
margin  to 13.6% from 15.3% in  the  prior  year's comparable
quarter.   The Company is incurring  higher  than expected
maintenance costs as rapid fleet  expansion  caused more
maintenance to be performed at outside vendors.

     Human  Resources costs including employee benefit costs,
increased  $  0.8  million, or 4%  to  $  19  million.   This
increase  is  due  primarily  to  the  hiring  of  additional
personnel  which  were  needed due to  increased  flight  and
flight related activity.

     Spare  parts usage and repairs and maintenance increased
$  2.3  million,  or 24% to $ 11.8 million.  The  Company  is
incurring higher than expected maintenance costs due  to  the
increase  in fleet size over the past year.  The Company  has
significantly increased the amount of work sent  for  outside
repair,  which is more costly than performing  the  work  in-
house,   in   order  to  meet  current  aircraft  utilization
requirements.
     
     Aircraft depreciation increased $ 0.5 million, or 23% to
$  2.7  million, due to the purchase of additional  aircraft.
The  Company  purchased twenty-eight aircraft in fiscal  year
1997 and has purchased four aircraft during fiscal year 1998.
     
     Helicopter rent increased $ 0.4 million, or  13%,  to
$ 3.5  million,  due  to  the addition of  several  new  leased
aircraft.  There were seventy-nine leased aircraft as of
July 31, 1997 as compared to sixty-five at July 31,1996.
     
     All  other  aircraft costs increased $ 1.1  million,  or
13%, to $ 9.4 million.  These increases were primarily due to
increased  flight activity and additional costs incurred  for
the  Company's  training program.  The  Company  incurred  an
additional  $0.4  million in outside training  costs  in  the
first  quarter of fiscal year 1998 as compared  to  the  same
period in the prior year.

     Technical  Services  cost  of  sales  increased  $   0.6
million,  or  43%  to  $  2.0  million.   This  increase   is
consistent with the increase in revenues noted above.

Selling, General, and Administrative Expenses

     Selling, general and administrative expenses increased
$ 0.9  million,  or 30%, to $ 3.9 million.  This  increase  was
primarily ascribable to the following: $ 0.3 million  due  to
consulting  fees  related to the information  system  upgrade
programs,  which commenced in 1996 and will continue  through
fiscal  1998; and $ 0.4 million due to legal and other consulting
fees.

Interest Expense

     Interest expense increased $ 0.3 million or 33% to $ 1.2
million.  This was primarily related to the increase  in  the
Company's long-term debt.  Average long-term debt increased
$ 19.8 million over the prior year first quarter.
     
LIQUIDITY AND CAPITAL RESOURCES

     The  following is a comparison of the first  quarter  of
the  fiscal  year ending April 30, 1998 with the year  ending
April 30, 1997.
     
     The  Company's cash position as of July 31, 1997  was
$ 0.6  million compared to $ 2.4 million at April 30, 1997, the
Company's fiscal year end.  Working capital increased  $  1.3
million  from  $ 41.2 million at fiscal year end  to  $  42.5
million.   The increase was primarily related to an  increase
in  accounts receivable and inventory of $ 1.4 million and
$ 1.4 million, respectively, and a decrease in accounts payable
and  accrued  expenses of $ 2.0 million.  This was  partially
offset by the combined changes in refundable income taxes and
notes receivable of $ 1.7 million and a $ 1.8 million decline
in the Company's cash position.
     
     Total  long-term debt increased $ 3.8 million to $  61.4
million  as  a  result of the investing activities  described
below.  The Company's current debt obligation for fiscal 1998
totals   $   4.9   million,  payable   in   equal   quarterly
installments, which the Company intends to pay with cash flow
from  operations.  At July 31, 1997, the Company had  $  20.0
million  of  credit  capacity  available  under  its   credit
facility.  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
agreement.
     
     Cash  provided by operating activities was $ 1.4 million
for the quarter.  Investing activities primarily included the
purchase   and  completion  of  several  aircraft,   aircraft
improvements,  and engines for $ 8.2 million.   Proceeds  from
asset  dispositions were primarily due to  the  sale  of  two
aircraft that no longer met PHI fleet requirements.   A  gain
of  $  0.3  million  was  recognized  relating  to  the  sale
transactions.   Investing activities  were  primarily  funded
through  increased  borrowings  under  the  Company's  credit
facility.   The Company also paid a dividend of  $  0.05  per
share during the first quarter of fiscal 1998.
     
     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, $ 0.3  million   for  the  quarter
ending  July  31, 1997 as compared to $ 0.4 million  for  the
comparable  quarter  in  fiscal  year  1997.   The  aggregate
liability for environmental related costs at July 31, 1997 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.
     
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 Act  of  1933  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  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.  PHI 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):
     
                                  Three  Months Ended  July 31,
                                   --------------------------
Operations                             1997          1996
                                       ----         -----
    Operating revenues            $  55,914    $     50,240
                                    
    Net earnings                      1,775           2,278
    Net earnings per share              .35             .45
    Book value per share              17.30           16.24
    Annualized return on
        shareholders' equity           8.0%           11.0%
    Total flight hours - operated    67,114          62,876
       
                                                               
Financial Summary             July 31, 1997   April 30, 1997
                              --------------  ---------------
    Net working capital           $  42,484    $     41,247
    Net book value of                                      
        property and equipment      125,942         121,827
    Long-term debt                   61,365          57,592
                                                           
General Statistics                                         
                                                           
    Aircraft Operated                   318             314
    Employees                         1,868           1,851



                 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, 1997.
       







                          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 10, 1997             By: /s/ Carroll W. Suggs
                              -------------------------------
                              Carroll W. Suggs
                              Chairman of the Board,
                              President and Chief Executive Officer
                              (duly authorized officer)


September 10, 1997             By: /s/ John H. Untereker
                              -------------------------------
                              John H. Untereker
                              Vice   President  and   Chief
                              Financial Officer  (principal  financial and
                              accounting officer)