Exhibit 10.21



        LIMITED WAIVER AND THIRD AMENDMENT TO AMENDED AND
                     RESTATED LOAN AGREEMENT


           This LIMITED WAIVER AND THIRD AMENDMENT TO AMENDED AND
RESTATED  LOAN AGREEMENT (this "Waiver and Amendment")  is  being
entered  into  as  of  June  30, 1999,  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 and that certain Second Amendment to Amended
and  Restated Loan Agreement, dated as of November 30, 1998 (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)
(3)            FNBC has merged with and into Bank One.
(4)
(5)             NationsBank has merged with and into NationsBank,
N.A., which then changed its name to Bank of America, N.A., which
then  merged  with  and into Bank of America National  Trust  and
Savings  Association, which then changed  its  name  to  Bank  of
America, N.A.
(6)
(7)             The  Company plans to change its fiscal year  end
from  April 30 to December 31, effective December 31, 1999,  with
the  effect  that the current fiscal year shall be an eight-month
fiscal  year  ending December 31, 1999 and that the  last  fiscal
quarter  of such fiscal year shall be a two-month fiscal  quarter
ending December 31, 1999.
(8)
(9)             The  Company recorded a restructuring  charge  of
$6,585,000  for  the fiscal quarter ending April 30,  1999.  (the
"Restructuring Charge").
(10)
(11)            The  deduction of the Restructuring  Charge  from
Consolidated  Net  Income when calculating  the  amount  of  cash
dividends  permitted  to  be  paid or  declared  by  the  Company
pursuant  to  clause  (a) of Section 8.02 of the  Loan  Agreement
(such  amount  of  cash dividends is herein referred  to  as  the
"Authorized Dividends Payments") and Modified Cash Flow  Coverage
would  cause the Company to violate the restrictions of  Sections
8.02 and 8.04, respectively, of the Loan Agreement.
(12)
(13)            The Company has notified the Banks of an increase
in  the  amount of the Indebtedness for Money Borrowed listed  on
Schedule III to the Loan Agreement pertaining to operating leases
for aircraft and such increase would violate the restrictions  of
Section 8.06 of the Loan Agreement.
(14)
(15)            The  Company has requested that the Banks  waive,
and  the  Banks  now  wish  to waive subject  to  the  terms  and
conditions  specified  herein, (a) the restrictions  of  Sections
8.02 and 8.04  and any other provisions of the Loan Agreement  to
the  extent that Sections 8.02 and 8.04 and such other provisions
of  the  Loan  Agreement  would require  the  deductions  of  the
Restructuring   Charge   from  Consolidated   Net   Income   when
calculating Authorized Dividend Payments and Modified  Cash  Flow
Coverage for purposes of Sections 8.02 and 8.04, respectively, of
the  Loan Agreement, and (b) compliance with the restrictions  of
Section 8.06 of the Loan Agreement through June 30, 2000  to  the
extent  that  the  restrictions  of  Section  8.06  of  the  Loan
Agreement  were  violated by the increase in the  amount  of  the
Indebtedness  for Money Borrowed listed on Schedule  III  to  the
Loan Agreement pertaining to operating leases for aircraft.   The
Company  and  the  Banks  further wish  to  provide  for  certain
acknowledgments  and  agreements  regarding  the  change  of  the
Company's fiscal year end.
(16)
(17)            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:
(18)
2.              Pursuant to Section 12.02 of the Loan  Agreement,
the Banks hereby waive the restrictions of Sections 8.02 and 8.04
and any other provisions of the Loan Agreement to the extent that
Sections  8.02  and 8.04 and such other provisions  of  the  Loan
Agreement  would  require  the deductions  of  the  Restructuring
Charge   from   Consolidated  Net  Income  (a)  when  calculating
Authorized  Dividend Payments for any dividends upon  its  common
stock  paid on, or declared in respect of the fiscal quarters  of
the  Company  ending on, any date from July 31, 1999 through  and
including October 31, 1999 and (b) when calculating Modified Cash
Flow  Coverage for purposes of Section 8.04 of the Loan Agreement
for any date through and including June 30, 2000.
3.
4.              Pursuant to Section 12.02 of the Loan  Agreement,
(a)  the  Banks hereby waive compliance with the restrictions  of
Section 8.06 of the Loan Agreement through June 30, 2000  to  the
extent  that  the  restrictions  of  Section  8.06  of  the  Loan
Agreement  were  violated by the increase in the  amount  of  the
Indebtedness  for Money Borrowed listed on Schedule  III  to  the
Loan  Agreement pertaining to operating leases for  aircraft  and
(b)  the parties hereto agree (i) that, effective as of the  date
hereof, the Loan Agreement is hereby amended by (A) deleting  the
date  "March  31,  1997" appearing in Section 8.06  of  the  Loan
Agreement  and  replacing it with "December  31,  1999",  (B)  by
inserting  the  text ", permit to exist" immediately  before  the
text "or in any manner become liable" in each place it appears in
Section  8.06 of the Loan Agreement and (C) by replacing Schedule
III thereto in its entirety with a revised Schedule III (attached
hereto)  reflecting  Indebtedness for Money Borrowed existing  on
December 31, 1999 , (ii) that, effective as of June 30, 2000, the
Company shall comply with the restrictions of Section 8.06 of the
Loan  Agreement as amended hereby and (iii) that  from  the  date
hereof  through June 30, 2000 the Company will not, and will  not
permit  any  Subsidiary  to,  create, assume,  incur,  guarantee,
permit  to exist or in any manner become liable, contingently  or
otherwise,  in  respect of any Indebtedness for  Money  Borrowed,
except  for  the  Notes, Permitted Letters of Credit,  and  other
Indebtedness  for Money Borrowed of the type listed  on  Schedule
III   attached   hereto,  provided  that  the  aggregate   amount
outstanding  of such other Indebtedness for Money Borrowed  shall
not exceed $140,000,000.
5.
6.               The  parties hereto acknowledge and  agree  that
upon the change of the Company's fiscal year end from April 30 to
December 31, effective December 31, 1999, the current fiscal year
shall be an eight-month fiscal year ending December 31, 1999  and
the  last fiscal quarter of such fiscal year shall be a two-month
fiscal  quarter  ending December 31, 1999.   The  parties  hereto
further agree that, upon such change of the Company's fiscal year
end,  (a)  the  two  month  period of November  1,  1999  through
December  31,  1999 and the eight month period  of  May  1,  1999
through  December 31, 1999 shall be considered a "fiscal quarter"
and  a  "fiscal year", respectively, for all purposes  under  the
Loan  Agreement, (b) that any calculation to be made pursuant  to
the  Loan  Agreement with respect to a period of four consecutive
fiscal  quarters shall be made with respect to a period of twelve
consecutive fiscal months, and (c) that any delivery of documents
or other items to be made by the Company pursuant to Section 7.01
of  the   Loan  Agreement with respect to, or within a  specified
period  of  time after the periods specified below (or  any  like
periods)  as the "Existing Periods", shall, for purposes  of  the
current  fiscal  year only, be with respect to,  or  within  such
specified period of time after the period specified below as  the
"Revised Periods":
7.
     Existing Periods                 Revised Periods
     ----------------                 ---------------
     third fiscal quarter             second quarter ending
                                         October 31, 1999
     ninth month of fiscal year       sixth month ending
                                         October 31, 1999
     first three fiscal quarters      first two quarters ending
                                         July 31 and October 31, 1999
     twelfth month of fiscal year     eighth month ending
                                         December 31, 1999
     fourth fiscal quarter            two month period ending
                                         December 31, 1999

1.              Other  than as specifically provided for  herein,
the  waivers and amendments provided for in Sections 1, 2  and  3
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 Waiver  and  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.
2.              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  Waiver  and
Amendment have the same meanings herein as in the Loan Agreement.
3.
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.
6.              The  Company  hereby represents  that  (a)  after
giving  effect to the waivers and amendments 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 Waiver and 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.
7.
8.              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.
9.
10.            The effectiveness of this Waiver and Amendment  is
subject  to  (i)  the Company's delivery to the  Agent,  for  the
account  of  the  Banks,  of a counterpart  of  this  Waiver  and
Amendment executed by the Company; and (ii)  the delivery to  the
Agent  of  counterparts of this Waiver and Amendment executed  by
each of the Banks.
11.
12.             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.
13.
14.            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 Waiver
and  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 Waiver and 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.
15.
16.             This Waiver and Amendment may be executed in  any
number  of  counterparts  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.
17.
18.            This Waiver and 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.
19.
20.              FINAL   AGREEMENT.  THIS  WAIVER  AND  AMENDMENT
                 ------------------
TOGETHER WITH THE FIRST AMENDMENT, THE SECOND 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.

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                            follows]

          IN WITNESS WHEREOF, the parties hereto have caused this
Waiver  and 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:   Chief Financial Officer and
                                       Treasurer



                              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 G. Stahel
                              Name:   Harry G. Stahel
                              Title:  Senior Vice President



                              BANK ONE, LOUISIANA, N.A.


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