===========================================================================

                    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:  March 31, 2000

                                    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 Identification No.)
     incorporation or organization)

      2121 Airline Drive 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 May 1, 2000
      Voting Common Stock                2,793,386 shares
    Non-Voting Common Stock              2,384,168 shares


===========================================================================



                      PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

               PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                 (Thousands of dollars, except share data)
                                (Unaudited)
                                                 March 31,     December 31,
                                                   2000            1999
                                                ----------     ------------
                    ASSETS
Current Assets:
 Cash and cash equivalents                      $   2,055       $   1,663
 Accounts receivable - net of allowance:
   Trade                                           36,466          36,917
   Other                                            4,280           3,558
 Inventory                                         38,451          37,277
 Prepaid expenses                                   1,824           2,987
 Refundable income taxes                            2,733           3,922
                                                -----------     ----------
        Total current assets                       85,809          86,324
                                                -----------     ----------
Investments in affiliates and other                 1,654           1,685
Property and equipment, at cost:
 Flight equipment                                 215,758         214,638
 Other                                             43,319          42,231
                                                ----------      ----------
                                                  259,077         256,869
Less accumulated depreciation                    (123,177)       (121,822)
                                                ----------      ----------
                                                  135,900         135,047
                                                ----------      ----------
        Total Assets                            $ 223,363       $ 223,056
                                                ==========      ==========

     LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
 Accounts payable and accrued liabilities       $  20,979       $  20,013
 Accrued vacation payable                           6,218           6,020
 Current maturities of long-term debt               5,604           5,592
                                                ----------      ----------
        Total current liabilities                  32,801          31,625
                                                ----------      ----------

Long-term debt, net of current maturities          72,142          72,048
Deferred income taxes                              17,391          17,776
Other long-term liabilities                         8,834           7,984
Commitments and Contingencies (Note 5)
Shareholders' Equity
 Voting common stock - par value of $ 0.10;
  authorized shares of 12,500,000                     279             279
 Non-voting common stock - par value of $ 0.10;
  authorized shares of 12,500,000                     237             237
 Additional paid-in capital                        11,729          11,729
 Retained earnings                                 79,950          81,378
                                                ----------      ----------
        Total shareholders' equity                 92,195          93,623
        Total Liabilities and                   ----------      ----------
             Shareholders' Equity               $ 223,363       $ 223,056
                                                ==========      ==========

 The accompanying notes are an integral part of these unaudited condensed
 consolidated financial statements.





               PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               (Thousands of dollars, except per share data)
                                (Unaudited)

                                                 Three Months Ended
                                                      March 31,
                                               -----------------------
                                                  2000         1999
                                               ----------    ---------

REVENUES:
 Operating revenues                             $ 52,659     $ 59,087
 Other income, net                                   147        2,043
                                                ---------    --------
                                                  52,806       61,130
                                                --------     --------

EXPENSES:
 Direct expenses                                  49,514       53,856
 Selling, general and administrative               4,021        4,598
 Interest expense                                  1,510        1,428
                                                 --------    --------
                                                  55,045       59,882
                                                 --------    --------

Earnings (loss) before income taxes               (2,239)       1,248

Income taxes                                        (811)         516
                                                 --------    --------

Net earnings (loss)                              $(1,428)    $    732
                                                 ========    ========


Basic earnings per common share                  $  (.28)    $    .14
                                                 ========    ========

Diluted earnings per common share                $  (.28)    $    .14
                                                 ========    ========


Weighted average common shares outstanding         5,161        5,169
Incremental common shares                              -           52
                                                 --------    --------

Weighted average common shares and equivalents     5,161        5,221
                                                 ========     =======

Dividends declared per common share              $     -     $    .10
                                                 ========    ========


The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.




               PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Thousands of dollars)
                                (Unaudited)

                                                      Three Months Ended
                                                          March 31,
                                                     --------------------
                                                       2000        1999
                                                     --------    --------

  Cash flows from operating activities:
   Net earnings (loss)                               $(1,428)    $   732
   Adjustments to reconcile net earnings (loss) to
    net cash provided by operating activities:
      Depreciation                                     3,195       4,221
      Deferred income taxes                             (385)          -
      Gain on asset dispositions                        (162)     (2,169)
      Equity in net earnings of investee companies,
       net of distributions                                -         146
   Changes in operating assets and liabilities         2,230       7,662
                                                     --------    --------

  Net cash provided by operating activities            3,450      10,592
                                                     --------    --------

  Cash flows from investing activities:
   Investments in affiliates                               7         (80)
   Purchase of property and equipment                 (6,874)     (8,627)
   Proceeds from asset dispositions                    3,703       8,117
                                                     --------    --------

  Net cash used in investing activities               (3,164)       (590)
                                                     --------    --------

  Cash flows from financing activities:
   Proceeds from long-term debt                        6,000           -
   Payments on long-term debt                         (5,894)     (7,461)
   Dividends paid                                          -        (260)
                                                     --------    --------

  Net cash provided by (used in)
    financing activities                                 106      (7,721)
                                                     --------    --------

  Increase in cash and cash equivalents                  392       2,281

  Cash and cash equivalents, beginning of period       1,663         205
                                                     --------    --------

  Cash and cash equivalents, end of period           $ 2,055     $ 2,486
                                                     ========    ========


The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.




               PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (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 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
Transition Report on Form  10-K  for the   eight-month  transition  period
ended  December  31,  1999  and  the accompanying  notes and Management's
Discussion and Analysis  of  Financial Condition and Results of Operations.

The  Company's  financial  results, particularly  as  they  relate  to  the
Company's  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  first
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 a full fiscal year.


2.  Change in Fiscal Year

The  Company  changed its fiscal year end from April 30 to  a  fiscal  year
ending December 31.  The Company filed a Transition Report on Form 10-K for
the  transition period ended December 31, 1999.  The Company is  commencing
reporting  on a calendar year basis with the filing of this Form  10-Q  for
the quarter ended March 31, 2000.


3.  Earnings per Share

Basic earnings per share is computed by dividing income available to common
stockholders  by  the weighted average number of common shares  outstanding
during  the  period.  Diluted earnings per share is computed  in  the  same
manner as basic earnings per share except that the denominator is increased
to  include  the  number of additional common shares that could  have  been
outstanding assuming the exercise of stock options and the potential shares
that would have a dilutive effect on earnings per share.  The diluted share
base  for the three months ended March 31, 2000 excludes incremental shares
of  34,229  related to employee stock options and restricted stock  awards.
These  shares are excluded due to their antidilutive effect as a result  of
the Company's net loss for the three months ended March 31, 2000.



4.  Segment Information

The  Company  has adopted Statement of Financial Accounting  Standards  No.
131, "Disclosures about Segments of an Enterprise and Related Information,"
which requires that companies disclose segment data based on how management
makes  decisions about allocating resources to segments and measuring their
performance.

The  Company operates principally in three segments:  Oil and Gas  Aviation
Services,  Aeromedical Services and Technical Services.  The  Oil  and  Gas
Aviation  Services  segment includes domestic and international  helicopter
services  provided  to  oil  and gas customers.  The  Aeromedical  Services
segment  includes  all  services provided  to  the  Company's  air  medical
customers,  including  hospitals  and  medical  programs.   The   Technical
Services  segment  provides aircraft maintenance  and  repair  services  to
outside parties.  As of January 1, 2000, the Company has changed its  basis
of  segmentation  to  present Technical Services  as  a  separate  segment.
Previously,  Technical Services was included in the Oil  and  Gas  Aviation
Services  segment.  All periods presented below include Technical  Services
as a separate reporting segment.

Segment  operating  income  is  based on  operating  revenues  less  direct
expenses  and selling, general and administrative costs as well as interest
expense  applicable  to the operating segment.  Segment  assets  are  those
assets used exclusively in the operation of each operating segment or which
are  allocated when used jointly. Corporate assets are principally cash and
cash equivalents, short term investments, other current assets, and certain
property, plant and equipment.  Corporate overhead, consisting primarily of
non-allocable  selling, general and administrative costs, is not  allocated
to the operating segments.

Summarized   financial  information  concerning  the  Company's   operating
segments  for the three month periods ended March 31, 2000 and 1999  is  as
follows (in thousands):

                                                       Three Months Ended
                                                            March 31,
                                                     ----------------------
                                                       2000         1999
                                                     --------     ---------

Segment operating revenues, excluding other
 income, net:
    Oil and Gas Aviation Services                    $ 39,220     $ 41,046
    Aeromedical Services                               11,054       11,179
    Technical Services                                  2,385        6,862
                                                     ---------    ---------
        Total operating revenues, excluding other
             income, net                             $ 52,659     $ 59,087
                                                     =========    =========

Segment operating income(loss), excluding other
 income, net:
    Oil and Gas Aviation Services                    $    726     $    843
    Aeromedical Services                                   35          366
    Technical Services                                    (31)       1,218
                                                     ---------    ---------
       Total segment operating income(loss),
         excluding other income, net                      730        2,427
Other income, net                                         147        2,043
Unallocated corporate overhead                         (3,116)      (3,222)
                                                     ---------    ---------

       Earnings (loss) before income taxes           $ (2,239)    $  1,248
                                                     =========    =========



                                                March 31,       December 31,
                                                  2000              1999
                                              ------------    --------------

Segment Assets:
 Oil and Gas Aviation Services                 $ 190,697         $ 189,883
 Aeromedical Services                             25,299            25,541
 Technical Services                                1,937             1,997
 Corporate                                         5,430             5,635
                                                ---------         ---------
        Total                                    223,363           223,056
                                                =========         =========



5.  Commitments and Contingencies

Environmental Matters - The Company continues to review  selected  domestic
bases  for  possible  fuel  contamination  resulting  from  routine  flight
operations.   The aggregate estimated liability recorded for  environmental
related costs at March 31, 2000 is $ 3.0 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.   No
provisions were recorded in the quarter ended March 31, 2000.

Legal Matters - The Company is named as a defendant in various legal actions
which  have  arisen  in the ordinary course of its business  and  not  been
finally  adjudicated.   The  amount, if any,  of  ultimate  liability  with
respect  to  such  matters cannot be determined; however, after  consulting
with  legal counsel, the Company has established accruals which it believes
adequately  provide for the settlement of such litigation.  In the  opinion
of  management, the amount of the ultimate liability with respect to  these
actions  will not have a material adverse effect on results of  operations,
cash flow or financial position of the Company.

Long-Term  Debt - The Company's loan agreement  with its principal  lending
group is subject to certain financial covenants with which the Company  was
in compliance or had received appropriate waivers at March 31, 2000.  These
covenants include maintaining certain levels of cash flow, working  capital
and  shareholders'  equity  and  contain other  provisions  some  of  which
restrict purchases of the Company's stock, capital expenditures and payment
of dividends.  The declaration or payment of dividends is restricted to 20%
of net earnings for the previous four fiscal quarters.  Such agreement also
limits  the creation, incurrence or assumption of Funded Debt (as  defined,
which  includes  long-term  debt) and the  acquisition  of  investments  in
unconsolidated subsidiaries.


6.  New Accounting Pronouncements

In  June  1998,  the Financial Accounting Standards Board  ("FASB")  issued
Statement  of  Financial  Accounting Standards  No.  133,  "Accounting  for
Derivative Instruments and Hedging Activities" ("SFAS 133").  SFAS No.  133
establishes new accounting and reporting standards for derivative financial
instruments and for hedging activities.  SFAS  No. 133 requires the Company
to  measure  all  derivatives  at fair value  and  to recognize them in the
balance sheet as an  asset  or  liability,  depending  on  the  Company's
rights  or  obligations  under  the  applicable derivative  contract.  In
June 1999, the FASB issued SFAS  No.  137,  which deferred the effective
date of adoption of SFAS No. 133 for one year.   The Company  will adopt
SFAS No. 133 no later than the first quarter of  fiscal year 2001.  The
Company has considered the implications of adopting the new method  of
accounting  for  derivatives and  hedging  activities  and  has concluded
that its implementation will not have a material impact  on  the Company's
consolidated financial statements.



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

Management's Discussion and Analysis of Financial Condition and Results  of
Operations  ("MD&A")  should be read in conjunction with  the  accompanying
unaudited  consolidated financial statements and the notes to the unaudited
consolidated  financial  statements as well  as  the  Company's  Transition
Report   on  Form  10-K  for  the  eight  month  transition  period   ended
December 31, 1999.


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,  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.


Overview

The Company is engaged primarily 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  Company generates flight revenues from both ongoing service  contracts
with  established  customers  and  non-contract  flights  referred  to   as
"Specials".   Oil  and Gas Aviation Services 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.

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

Technical  Services  is  an airframe and component maintenance  and  repair
facility  whose  experienced staff performs a range  of  maintenance  tasks
under  an FAA-approved repair station.  The repair station ratings  include
airframe,   powerplant,  accessories,  radio,  instrument  and  specialized
service.  Technical Services is also an authorized service center for  Bell
Helicopter  Textron,  Inc., American Eurocopter Corporation  and  Turbomeca
Engine  Corporation,  and  has  extensive experience  and  capabilities  in
Sikorsky  Aircraft Corporation S-76 maintenance and repair.  The  Company's
Technical Services contracts are generally provided on an actual cost  plus
negotiated mark-up basis.


Results of Operations

A  summary of operating results and other income statement information  for
the  three-month periods ended March 31, 2000 and 1999 is  as  follows  (in
thousands):


                                                Three Months
                                               Ended March 31,
                                            ----------------------
                                               2000        1999
                                            --------     ---------
 Revenues:
    Operating revenues                      $ 52,659     $ 59,087
    Other income, net                            147        2,043
                                            ---------    --------
                                              52,806       61,130
                                            ---------    --------

  Expenses:
    Direct expenses                           49,514       53,856
    Selling, general and administrative        4,021        4,598
    Interest expense                           1,510        1,428
                                            ---------    --------
                                              55,045       59,882
                                            ---------    --------

  Earnings (loss) before income taxes         (2,239)       1,248

  Income taxes                                  (811)         516
                                            ---------    --------

  Net earnings (loss)                       $ (1,428)    $    732
                                            =========    ========


Consistent with the presentation of segment information in Note  4  in  the
"Notes  to  Unaudited  Condensed Consolidated  Financial  Statements",  the
following  table sets forth certain operating information which  will  form
the  basis  for  discussion  of  each of  the  Company's  three  identified
segments, Oil and Gas Aviation Services, Aeromedical Services and Technical
Services:

                                                          Three Months
                                                         Ended March 31,
                                                     -----------------------
                                                        2000          1999
                                                     ---------     ---------
                                                     (in thousands, except
                                                         flight hours)
Segment operating revenues, excluding
   other income, net:
    Oil and Gas Aviation Services:
       Domestic                                      $ 33,499      $ 35,014
       International                                    5,721         6,032
                                                     ---------     ---------
         Sub-total                                     39,220        41,046
    Aeromedical Services                               11,054        11,179
    Technical Services                                  2,385         6,862
                                                     ---------     ---------

        Total                                        $ 52,659      $ 59,087
                                                     =========     =========

Segment operating income (loss), excluding
   other income, net:
    Oil and Gas Aviation Services                    $   726       $    843
    Aeromedical Services                                  35            366
    Technical Services                                   (31)         1,218
                                                     ---------     ---------
        Total                                        $   730       $  2,427
                                                     =========     =========



  Segment operating margins, excluding other income,
  net:
    Oil and Gas Aviation Services                       1.85%          2.05%
    Aeromedical Services                                 .32%          3.27%
    Technical Services                                 (1.30%)        17.75%
                                                     =========     =========
           Combined                                     1.39%          4.11%
                                                     =========     =========

  Flight hours:
    Oil and Gas Aviation Services:
       Domestic                                       35,282         37,305
       International                                   6,187          6,120
                                                     ---------     ---------
           Sub-total                                  41,469         43,425
    Aeromedical Services                               5,339          5,458
    Other                                                 85            193
                                                     ---------     ---------
           Total                                      46,893         49,076
                                                     =========     =========



                                                              March 31,
                                                      ----------------------
                                                         2000         1999
                                                      --------     ---------
  Aircraft operated:
    Oil and Gas Aviation Services:
       Domestic                                          204           215
       International                                      30            33
                                                      --------      --------
           Sub-total                                     234           248
    Aeromedical Services                                  45            43
                                                      --------      --------

           Total                                         279           291
                                                      ========      ========


  Fleet Utilization                                       77%           80%
                                                      ========      ========

  Number of employees                                  1,847         2,060
                                                      ========      ========


Three Months Ended March 31, 2000 compared with Three Months Ended
March 31, 1999

Oil and Gas Aviation Services

Domestic  flight  hours for the three-month period  ended  March  31,  2000
decreased  by  5.4% compared with the same period in the prior  year.   The
decrease  is due primarily to the overall decrease in demand for helicopter
services from the oil and gas industry.  Despite the recent improvements in
oil  and  gas  prices,  activity in the Gulf  of  Mexico  continues  to  be
depressed as oil and gas companies continue to focus on their costs.  As  a
result,  operating  revenues decreased $ 1.5 million or  4.3%,  to  $  33.5
million  for the quarter ended March 31, 2000 as compared to $ 35.0 million
in  the  prior  year  quarter.  The inconsistent change  in  revenue  (4.3%
decrease) as compared with flight activity (5.4% decrease) for the  current
quarter  is  due  primarily to a shift in the mix  of  aircraft  generating
revenues and a rate increase for services which was implemented January  1,
2000, effective upon renewal of customer contracts.

International flight hours for the three-month period ended March 31,  2000
increased  by  1.1%  compared  with the same  period  in  the  prior  year.
Although flight activity increased slightly, revenues declined due  to  the
conclusion  of  a  Bell  412  contract in Venezuela  which  required  fixed
payments  not  withstanding  the lack of flight  activity.   As  a  result,
operating revenues decreased $ 0.3 million or 5.2%, to $5.7 million for the
quarter ended March 31, 2000 as compared to $ 6.0 million in the prior year
quarter.

Total  Oil  and  Gas Aviation Services' operating margin of  1.9%  for  the
quarter  compares to 2.1% for the similar quarter in the prior  year.   The
decrease in margin is due primarily to decreased activity levels.  Although
the Company had previously reduced its cost structure, it is continuing  to
review  all elements of cost and intends to make further reductions  during
the year.

Aeromedical Services

Aeromedical  Services flight hours for the three-month period  ended  March
31, 2000 decreased by 2.2% compared with the same period in the prior year.
The  decrease  in  fight  activity is due  to  decreased  activity  in  the
Company's  Arizona operations which caused the Company to restructure  this
operation  in  November, 1999 and to demobilize and sell several  aircraft.
Operating margin in the Arizona operation has increased as a result of  the
restructuring.

The Company allocates costs to its industry segments primarily on the basis
of  flight  activity.   The lower level of activity  in  the  Oil  and  Gas
Aviation  Services segment resulted in a greater proportion of  maintenance
costs  being allocated to the Aeromedical Services segment.  This  resulted
in the decrease in the operating margin from 3.3% to .3%.

Technical Services

Technical Services operating revenues for the quarter ended March 31,  2000
were  $ 2.4 million compared to $ 6.9 million in the prior year, a decrease
of  $ 4.5 million.  Technical Services' operating margin was (1.3%) in  the
current quarter compared to 17.8% for the prior year quarter.  The decrease
in  operating  revenues and operating margin was primarily attributable  to
work performed on two large contracts for the refurbishment and overhaul of
two  helicopters and a large parts sale, all occurring during  the  quarter
ended March 31, 1999.


Other Income, net

Other income, net, includes gains recorded relating to the sale of aircraft
of $ 0.2 million for the quarter ended March 31, 2000 as compared to a gain
of $ 2.2 million on aircraft sales for the prior year quarter.


Direct Expenses

Direct expenses for the three-month period ended March 31, 2000 decreased
by 8.1% compared with the same period in the prior year, primarily due to a
decrease in cost of sales in Technical Services attributable to two major
contracts for refurbishment and overhaul of two helicopters completed in
the three-month period ended March 31, 1999.


Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three-month period
ended March 31, 2000 decreased by 12.5% compared with the same period in
the prior year, primarily due to a decrease in Y2K compliance and computer
programming costs.


Interest Expense

Interest  expense  for  the quarter ended March 31, 2000  increased  $  0.1
million  or  5.7%  to  $ 1.5 million.  The increase  is  due  primarily  to
increases in interest rates for the period, compared to the same quarter in
the prior year.


Income Taxes

Income  tax  expense for the quarter ended March 31, 2000 decreased  $  1.3
million  to  $  (0.8)  million.   The  decrease  was  attributable   to   a
corresponding decrease in earnings.

Liquidity and Capital Resources

The Company's cash position as of March 31, 2000 was $ 2.1 million compared
to  $  1.7 million at December 31, 1999.  Working capital decreased  $  1.7
million  from  $ 54.7 million at December 31, 1999 to $ 53.0 million.   Net
cash  provided by operating activities during the three months ended  March
31, 2000 was $ 3.5 million.

Total  long-term debt increased $ 0.1 million to $ 77.7 million,  of  which
the   current  portion  is  $  5.6  million,  payable  in  equal  quarterly
installments, which the Company intends to pay with cash flow from aircraft
sales  and  operations.  At May 1, 2000, the Company had $ 9.5  million  of
credit  capacity  available  under  its  credit  facilities.   The  Company
believes  its  cash  flow from operations in conjunction  with  its  credit
capacity  and proceeds from asset sales is sufficient to meet  its  planned
expenditure requirements for the foreseeable future.

Net  cash  used  in  investing activities during  the  three  months  ended
March  31,  2000  was  $  3.2 million.  Investing activities  included  the
purchase  and  completion of aircraft improvements and  engines  and  other
property,  plant  and  equipment for $ 6.9 million,  which  were  primarily
funded through $ 3.7 million in proceeds from asset dispositions.

During  2001 the revolving credit facility portion of the credit  agreement
converts  to  a  term loan, thereby increasing total annual principal  debt
payments  to approximately $ 12 million.  The Company intends to obtain  an
extension of the conversion requirement, or to refinance its debt.


Environmental Matters

The  Company continues to review selected domestic bases for possible  fuel
contamination  resulting  from routine flight  operations.   The  aggregate
liability recorded  for  environmental related costs at March 31, 2000  is
$ 3.0  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.


Employees

As  of  March 31, 2000, the Company employed a total of 1,847 people.   The
Company  believes  its employee relations to be satisfactory,  and  it  has
never  experienced  a  work stoppage.  Currently,  none  of  the  Company's
employees are covered by union contracts.  However, on March 10, 2000,  the
Company's   pilots  voted  to  become  organized  under  the   Office   and
Professional Employees International Union.  The Company does  not  believe
that the terms of any pilots' contract will place it at a disadvantage with
its  competitors as management believes that pay scales and work rules will
continue to be similar throughout the industry.


New Accounting Pronouncements

In  June  1998,  the Financial Accounting Standards Board  ("FASB")  issued
Statement  of  Financial  Accounting Standards  No.  133,  "Accounting  for
Derivative Instruments and Hedging Activities" ("SFAS 133").  SFAS No.  133
establishes new accounting and reporting standards for derivative financial
instruments and for hedging activities.  SFAS No. 133 requires the  Company
to  measure  all  derivatives at fair value and to recognize  them  in  the
balance  sheet as an asset or liability, depending on the Company's  rights
or obligations under the applicable derivative contract.  In June 1999, the
FASB issued SFAS No. 137, which deferred the effective date of adoption  of
SFAS  No.  133 for one year.  The Company will adopt SFAS No. 133 no  later
than the first quarter of fiscal year 2001.  The Company has considered the
implications  of adopting the new method of accounting for derivatives  and
hedging activities and has concluded that its implementation will not  have
a material impact on the Company's consolidated financial statements.


Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There were no material changes to the Company's disclosures regarding
derivatives in its Form 10-K for the eight-month transition period ended
December 31, 1999.



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).

        (iii) Amendment dated March 17, 2000 to Section 2.2 of the By-laws of
              the Company.


10.21   Third Amendment (dated June 30, 1999) 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 Bank of America, N.A., as agent.

27      Financial Data Schedule

(b)     Reports on Form 8-K

        No reports were filed on Form 8-K during the quarter ended March 31,
        2000.




                                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.


May 15, 2000                       By: /s/ Carroll W. Suggs
                                   ------------------------------------
                                   Carroll W. Suggs
                                   Chairman of the Board, President and
                                   Chief Executive Officer



May 15, 2000                       By: /s/ Michael J. McCann
                                   ------------------------------------
                                   Michael J. McCann
                                   Chief Financial Officer and Treasurer