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:  September 30, 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
    incorporation or organization)       Identification No.)

     2121 Airline Drive Suite 400
   P.O. Box 578, Metairie, Louisiana          70001-5979
    (Address of principal executive           (Zip Code)
               offices)

    Registrant's telephone number, including area code:  (504) 828-3323


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

                               Yes  X  No
                                   ---    ---

                   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 October 31, 2000
             -----               -------------------------------
      Voting Common Stock                2,793,386 shares
    Non-Voting Common Stock              2,384,715 shares



                        PETROLEUM HELICOPTERS, INC.

                             Index - Form 10-Q


                      Part I - Financial Information

Item 1.   Financial Statements - Unaudited
           Consolidated Balance Sheets - September 30, 2000 and
              December 31, 1999                                      3
           Consolidated Statements of Operations - Three Months
              and Nine Months Ended September 30, 2000 and 1999      4
           Consolidated Statements of Cash Flows - Nine Months
              Ended September 30, 2000 and 1999                      5
           Notes to Consolidated Financial Statements                6

Item 2.   Management's Discussion and Analysis of Financial
           Condition and Results of Operations                       9

Item 3.   Quantitative and Qualitative Disclosures about
           Market Risk                                              15


                        Part II - Other Information

Item 1.  Legal Proceedings                                          15

Item 6.  Exhibits and Reports on Form 8-K                           16


         Signature                                                  17



                      PART I - FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS

               PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                 (Thousands of dollars, except share data)
                                (Unaudited)
                                                 September 30,   December 31,
                                                     2000            1999
                                                 -------------   -----------
                    ASSETS
Current Assets:
 Cash and cash equivalents                          $    122       $  1,663
 Accounts receivable -- net of allowance:
   Trade                                              40,772         36,917
   Other                                               1,619          3,558
 Inventory                                            41,250         37,277
 Prepaid expenses                                      1,570          2,987
 Refundable income taxes                               2,850          3,922
                                                    --------       --------
       Total current assets                           88,183         86,324

Property and equipment, net                          124,864        135,047
Other                                                  2,942          1,685
                                                    --------       --------
       Total Assets                                 $215,989       $223,056
                                                    ========       ========


     LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
 Accounts payable and accrued liabilities           $ 28,284       $ 20,013
 Accrued vacation payable                              6,163          6,020
 Current maturities of long-term debt                  7,323          5,592
                                                    --------       --------
       Total current liabilities                      41,770         31,625
                                                    --------       --------

Long-term debt, net of current maturities             57,123         72,048
Deferred income taxes                                 17,391         17,776
Other long-term liabilities                            8,571          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;          237            237
  authorized shares of 12,500,000
 Additional paid-in capital                           12,024         11,729
 Retained earnings                                    78,594         81,378
                                                    --------       --------
       Total shareholders' equity                     91,134         93,623
                                                    --------       --------
       Total Liabilities and Shareholders' Equity   $215,989       $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
                   (In thousands, except per share data)
                                (Unaudited)


                                 Quarter Ended            Nine Months Ended
                                 September 30,              September 30,
                              --------------------      ----------------------
                                2000       1999            2000       1999
                              ---------  ---------      ----------  ----------
REVENUES AND OTHER
 INCOME:
  Operating revenues          $ 60,894   $ 54,944       $ 168,658   $ 166,830
  Other income (loss), net        (358)     2,193           2,189       5,840
                              ---------  ---------      ----------  ----------
                                60,536     57,137         170,847     172,670
                              ---------  ---------      ----------  ----------
EXPENSES:
 Direct expenses                55,724     52,792         157,743     156,244
 Selling, general, and
     administrative expenses     4,412      4,604          12,479      13,564
 Special charges                    --         --              --       4,846
 Interest expense                1,329      1,449           4,312       4,306
                              ---------  ---------      ----------  ----------
                                61,465     58,845         174,534     178,960
                              ---------  ---------      ----------  ----------

Loss before income taxes          (929)    (1,708)         (3,687)     (6,290)

Income taxes                        82       (631)           (922)     (2,520)
                              ---------  ---------      ----------  ----------

Net loss                      $ (1,011)  $ (1,077)      $  (2,765)  $  (3,770)
                              =========  =========      ==========  ==========
Weighted average common
 shares outstanding:
   Basic                         5,165      5,160           5,163       5,163
   Diluted                       5,165      5,160           5,163       5,163

Net loss per common share:
   Basic                      $  (0.20)  $  (0.21)      $   (0.54)  $   (0.73)
   Diluted                    $  (0.20)  $  (0.21)      $   (0.54)  $   (0.73)

Dividends declared per
 common share                 $     --   $   0.05       $      --   $    0.15


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)

                                                       Nine Months Ended
                                                         September 30,
                                                  -------------------------
                                                     2000           1999
                                                  ----------     ----------
Cash flows from operating activities:
 Net loss                                          $ (2,765)      $ (3,770)
 Adjustments to reconcile net loss to net cash
  provided by operating activities:
    Depreciation                                     10,088         11,627
    Deferred income taxes                              (385)           726
    Gain on asset dispositions                       (2,855)        (5,903)
    Equity in net losses of investee companies,
       net of distributions                             439            182
    Special charges                                      --          3,720
    Other                                               575            638
 Changes in operating assets and liabilities          4,414          2,005
                                                   ---------      ---------

Net cash provided by operating activities             9,511          9,225
                                                   ---------      ---------

Cash flows from investing activities:
 Investments in and advances to affiliates           (1,266)          (160)
 Proceeds from notes receivable                         198             --
 Purchase of property and equipment                 (12,745)       (19,221)
 Proceeds from asset dispositions                    15,955         14,447
                                                   ---------      ---------

Net cash provided by (used in)
   investing activities                               2,142         (4,934)
                                                   ---------      ---------

Cash flows from financing activities:
 Proceeds from long-term debt                         9,000         12,000
 Payments on long-term debt                         (22,194)       (15,395)
 Dividends paid                                          --           (778)
 Other                                                   --           (128)
                                                   ---------      ---------

Net cash used in financing activities               (13,194)        (4,301)
                                                   ---------      ---------

Decrease in cash and cash equivalents                (1,541)           (10)
                                                   ---------      ---------

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

Cash and cash equivalents, end of period           $    122       $    195
                                                   =========      =========

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
include the accounts of Petroleum Helicopters, Inc. and subsidiaries ("PHI"
or  the  "Company").  Effective December 31, 1999, the Company changed  its
fiscal year end from April 30 of each year to December 31 of each year.  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.
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 as discussed in the Company's Transition Report on  Form  10-K
for  the eight-month transition period ended December 31, 1999.  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.  Special Charges

In   April   1999,  in  connection  with  expense  reduction  efforts   and
management's decision to recognize the impairment of assets as a result  of
decreased  activity, the Company recorded Special Charges of $4.8  million.
The  Special  Charges  included impairment of certain foreign  based  joint
ventures  amounting  to  $2.5 million, severance  costs  of  $1.3  million,
impairment of property and equipment of $0.4 million, and other charges  of
$0.6 million.

3.  Segment Information

The  Company has identified three principal 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  Oil  and  Gas  Aviation
Services segment also includes certain other helicopter services related to
non-oil  and  gas activities including forest fire-fighting and  scientific
research.  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, the Technical Services segment was  in  the
Oil and Gas Aviation Services segment.  All periods presented below include
Technical Services as a separate reporting segment.

Segment  operating  income  is  operating revenues  less  direct  expenses,
selling, general, and administrative costs, and special charges, as well as
interest expense applicable to the operating segment.  Unallocated overhead
consists primarily of corporate selling, general, and administrative  costs
that the Company does not allocate to the operating segments.

Summarized   financial  information  concerning  the  Company's  reportable
operating  segments  for the quarters and nine months ended  September  30,
2000 and 1999 is as follows (in thousands):

                                   Quarter Ended        Nine Months Ended
                                   September 30,          September 30,
                                --------------------  ---------------------
                                  2000       1999       2000        1999
                                ---------  ---------  ---------   ---------
Segment operating revenues,
 excluding other income:
  Oil and Gas Aviation
    Services                    $ 45,199   $ 40,163   $ 123,981   $ 118,930
  Aeromedical Services            10,928     11,274      33,041      33,914
  Technical Services               4,767      3,507      11,636      13,986
                                ---------  ---------  ----------  ----------
    Total operating revenues,
      excluding other income    $ 60,894   $ 54,944   $ 168,658   $ 166,830
                                =========  =========  ==========  ==========

Segment operating income
 (loss), excluding other
 income:
  Oil and Gas Aviation
    Services                    $  1,990   $     34   $   1,846   $  (4,405)(1)
  Aeromedical Services               (98)      (714)         28         231
  Technical Services                 968        486       1,838       2,431
                                ---------  ---------  ----------  ----------
    Total segment operating
      income (loss) excluding
      other income                 2,860       (194)      3,712      (1,743)
Other income, net                   (358)     2,193       2,189       5,840
Unallocated overhead              (3,431)    (3,707)     (9,588)    (10,387)
                                ---------  ---------  ----------  ----------
      Loss before income taxes  $   (929)  $ (1,708)  $  (3,687)  $  (6,290)
                                =========  =========  ==========  ==========

(1)  Includes special charges of $4.8 million as discussed in Note 2 of
     the unaudited condensed consolidated financial statements.

4.   Other Assets

Other  assets  principally  includes investments  in  and  advances  to  an
affiliate.   The  Company  has  a  50% ownership  interest  in  Clintondale
Aviation,  Inc.  ("Clintondale"),  a New  York  corporation  that  operates
helicopters  and  fixed-wing  aircraft primarily  in  the  Commonwealth  of
Independent States.  PHI leases four aircraft to Clintondale.  In May 2000,
PHI  obtained a $1.3 million note receivable from Clintondale  in  exchange
for  conversion  of $0.8 million of amounts due from Clintondale  and  $0.5
million  cash.   The  note is payable through June 2005  in  equal  monthly
principal installments plus interest at 7.81% per annum and is secured by a
pledge  of the shares not owned by PHI.  At September 30, 2000, the  note's
principal  balance  was  $1.2  million.  The  Company  also  holds  a  note
receivable  from  Clintondale  with a $0.4  million  principal  balance  at
September 30, 2000.  The note is payable through May 2001 in equal  monthly
principal and interest payments at 13.00% per annum.

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 September 30, 2000 was $3.0 million, which  the  Company
believes  is adequate for probable and estimable environmental costs.   The
Company  recorded  no  provisions  in the  quarter  or  nine  months  ended
September 30, 2000.  The Company will make additional provisions in  future
periods  to  the extent appropriate as further information regarding  these
costs  becomes  available.  In this connection, the  Company  will  conduct
environmental site surveys in the fourth quarter at its Lafayette facility,
which  will be vacated in 2001 when the Company moves to its new  facility.
The  Company will also conduct environmental site surveys at certain  other
facilities during the fourth quarter of 2000 and the first quarter of 2001.
The results of these surveys could require additional provisions.

Legal Matters -- The Company is named as a defendant in various legal actions
that  have arisen in the ordinary course of its business and have 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 that it  believes
adequately  provide for the resolution 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 is subject to certain  financial  covenants
under  its  loan agreement with its principal lending group, as amended  on
June 30, 2000, and was in compliance with those covenants on September  30,
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.
The  loan 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.

On  November  30, 2000, the revolving credit facility portion of  the  loan
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, which  may  involve
certain other changes to the credit agreement, or to refinance its debt.

New Principal Operating Facility -- The Company is leasing a new  principal
operating facility for 20 years effective September 2001.  Under the  terms
of  the  lease, there is a commitment by the Company to fund, under certain
circumstances, $4.0 million of construction costs.  Any such amounts funded
by  PHI  will  amortize  over 10 years at 7% per annum  and  the  resulting
monthly  amortization amounts will reduce PHI's monthly lease payments  for
the first 10 years of the lease.

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.  In June 2000, the FASB issued SFAS No. 138  to
address  a  limited  number of issues causing implementation  difficulties,
including  a  provision to provide an exception for "Normal" purchases  and
sales.  The Company will adopt SFAS No. 133, as amended, 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.

In  December  1999, the Securities and Exchange Commission  ("SEC")  issued
Staff  Accounting  Bulletin  ("SAB")  No.  101,  "Revenue  Recognition   in
Financial  Statements".  SAB No. 101 summarizes certain of the SEC's  views
in applying generally accepted accounting principles to revenue recognition
in  financial statements.  SAB No. 101, as amended, is effective  beginning
in  the fourth quarter of fiscal year 2000. The Company believes that  this
new  accounting  pronouncement  will not have  a  material  affect  on  its
consolidated financial statements.

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

This  Management's  Discussion  and Analysis  of  Financial  Condition  and
Results  of  Operations  ("MD&A") should be read in  conjunction  with  the
accompanying unaudited condensed consolidated financial statements and  the
notes  thereto 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  and  commitments required to acquire aircraft,  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

Despite  increased oil and gas prices during the first nine months of  2000
when compared to 1999, oil and gas exploration and production activities in
the  Gulf  of  Mexico, the Company's principal market,  did  not  begin  to
increase significantly until the latter part of the second quarter of 2000.
It  was  then that PHI began to realize improvements in its Gulf of  Mexico
services  activities.   However, activity and  revenues  remain  below  the
levels  achieved in 1998.  The Company also realized a significant increase
in   activity  and  revenues  related  to  forest  fire-fighting.   Overall
international  oil  and  gas service activities have experienced  decreased
activity   due   to  closure  of  certain  operations  in  South   America.
Aeromedical  Services  activities  have decreased  due  to  restructure  of
operations  in  Arizona  in  late 1999.  The Company's  technical  services
activity  increased in the second and third quarters of 2000 as the  result
of  the  start of new contracts to provide maintenance to certain  military
aircraft.   The  new  contracts are one year contracts that  are  renewable
annually.

As  part  of  the  preparation of its 2001 business  plan,  management  has
initiated  a  comprehensive review of operations, including joint  ventures
and other investments, inventories, environmental and other matters.  It is
anticipated that this review will be completed by year end.

Results of Operations

The following tables present certain non-financial operational statistics
for the quarter and nine months ended September 30, 2000 and 1999:

                                    Quarter Ended       Nine Months Ended
                                    September 30,         September 30,
                                 -------------------    ------------------
                                  2000        1999       2000       1999
                                 -------     -------    -------    -------
Flight hours:
  Oil and Gas Aviation Services:
     Domestic                     43,762      39,581    118,663    114,661
     International                 5,078       5,353     16,107     17,029
                                 -------     -------    -------    -------
          Sub-total               48,840      44,934    134,770    131,690
  Aeromedical Services             5,639       6,344     16,552     17,537
  Other                               91         153        459        444
                                 -------     -------    -------    -------
          Total                   54,570      51,431    151,781    149,671
                                 =======     =======    =======    =======

                                                          September 30,
                                                        -----------------
                                                         2000       1999
                                                        ------     ------
Aircraft operated at period end:
  Oil and Gas Aviation Services:
     Domestic                                             200        199
     International                                         31         26
                                                         ----       ----
          Sub-total                                       231        225
  Aeromedical Services                                     46         49
                                                         ----       ----
          Total                                           277        274
                                                         ====       ====

Quarter Ended September 30, 2000 compared with Quarter Ended September 30, 1999

Oil and Gas Aviation Services

Oil  &  Gas Aviation Services revenue increased 12.5% to $45.2 million  for
the  quarter ended September 30, 2000 compared to $40.2 million during  the
same  period  in  the  prior year.  Increased domestic activity,  including
increased forest fire-fighting activity, and rate increases implemented  in
January  2000 contributed to the increase.  Decreased revenues and activity
that  resulted  from  the closure of certain operations  in  South  America
partially offset the increase.

Oil  and  Gas Aviation Services had $2.0 million operating income  for  the
quarter  compared to less than $0.1 million operating income for  the  same
period in 1999.  Operating margin of 4.4% for the third quarter compares to
less  than  0.1% for the same quarter in the prior year.  Increased  flight
activity and rate increases implemented in January 2000 helped increase the
margins.   Increased repairs and maintenance, insurance, employee benefits,
and  fuel costs, and the decreased international revenues partially  offset
the margin increase.

Aeromedical Services

Aeromedical  Services  revenues decreased 3.1% to  $10.9  million  for  the
quarter ended September 30, 2000 compared to $11.3 million during the  same
period   in  the  prior  year.   The  decrease  in  revenues  is  primarily
attributable  to  decreased revenue and activity in the  Company's  AirEvac
operations  in  Arizona.   In November 1999, the Company  restructured  its
Arizona operations and reduced the number of its operating aircraft there.

Aeromedical  Services  operating income was a $0.1  million  loss  for  the
quarter  compared  to  a $0.7 million loss for the  same  period  in  1999.
Operating margin was (0.1)% for the quarter and compares to (6.3)% for  the
same  quarter  in 1999.  Lower labor and other costs that were attributable
to  AirEvac's restructuring were partially offset by increased repairs  and
maintenance and employee benefit costs.

Technical Services

Technical  Services operating revenues for the quarter ended September  30,
2000  were  $4.8  million compared to $3.5 million in the  prior  year,  an
increase  of 35.9%.  Technical Services operating income improved  to  $1.0
million  for the quarter compared to $0.5 million for the same  quarter  in
1999.  The operating margin was 20.3% in the current year quarter and 13.9%
in  the  prior  year  quarter.  The increases  in  operating  revenues  and
operating  income  were  primarily attributable to  the  start  of  ongoing
contracts in 2000 to provide maintenance to certain military aircraft.

Other Income (Loss), net

Other  losses,  net, were $0.4 million for the quarter ended September  30,
2000  as compared to other income, net, of $2.2 million for the prior  year
quarter.   The  other income, net, for the third quarter of  1999  included
$2.1  million  of net gains on aircraft sales and other asset dispositions.
There were no aircraft sales in the third quarter of 2000 and net gains  on
asset  dispositions  were $0.1 million.  Also, the third  quarter  of  2000
includes  $0.5  million equity in net losses of investee  companies,  which
compares  to  $0.1  million  equity in net  losses  of  investee  companies
recorded in the third quarter of 1999.

Direct Expenses

Direct expenses for the quarter ended September 30, 2000 increased by  5.6%
to  $55.7 million compared to $52.8 million in the same period in the prior
year.   Higher repairs and maintenance, fuel, aircraft rent, and  insurance
costs,  and  the cost related to increased Technical Services revenue  were
the  primary  reasons for the increase.  Lower labor costs attributable  to
AirEvac's restructuring, partially offset the increase in direct expenses.

Selling, General, and Administrative Expenses

Selling,  general,  and  administrative  expenses  for  the  quarter  ended
September  30,  2000 were $4.4 million and compare to $4.6 million  in  the
same  period  in 1999.  During the quarter ended September  30,  1999,  the
Company  reduced  its  number of employees and recorded  related  severance
costs  totaling  $0.8  million  in  selling,  general,  and  administrative
expenses.   Higher  bad  debt  provisions,  general  salary  increases  for
administrative  employees, and the reassignment  of  certain  employees  to
administrative positions partially offset the decrease.

Interest Expense

Interest  expense for the quarter ended September 30, 2000  decreased  $0.1
million  to  $1.3  million.  The decrease is due primarily  to  lower  debt
levels  in  the current quarter compared to the same quarter in  the  prior
year.   Increases  in  interest  rates for the  period  mostly  offset  the
decrease.

Income Taxes

Income  tax  expense  for the quarter ended September  30,  2000  was  $0.1
million  compared to a $0.6 million benefit for the quarter ended September
30,  1999.  The effective tax rates were (8.8)% and 36.9% for the September
30,  2000 and 1999 quarters, respectively. The lower effective rate in  the
current  quarter is the result of higher equity in net losses  of  investee
companies  and  other  permanent differences between book  income  and  tax
income.

Nine Months Ended September 30, 2000 compared with Nine Months Ended
 September 30, 1999

Oil and Gas Aviation Services

Oil  & Gas Aviation Services revenues increased 4.2% to $124.0 million  for
the  nine months ended September 30, 2000 compared to $118.9 million during
the  same period in the prior year.  Increased domestic activity, including
increased forest fire-fighting activity, and rate increases implemented  in
January 2000 contributed to the increase.  Decreased revenues that resulted
from  the  closure of certain operations in South America partially  offset
the increase.

Oil  and  Gas Aviation Services had $1.8 million operating income  for  the
nine  months ended September 30, 2000 compared to a $4.4 million  operating
loss for the same period in 1999.  The operating loss in 1999 included $4.8
million  of  special charges (see Special Charges within this  discussion).
Operating  margin of 1.5% for the nine months compares to  (3.7)%  for  the
same  period  last year.  The increase in margin is primarily  due  to  the
special  charges  recorded  in  1999, increased  revenues,  lower  aircraft
depreciation,  and rate increases in January 2000.  Increased  repairs  and
maintenance, fuel, helicopter rental, and employee benefit expenses and the
decreased international revenues partially offset the increase in margin.

Aeromedical Services

Aeromedical Services revenue decreased 2.6% to $33.0 million for  the  nine
months  ended September 30, 2000 compared to $33.9 million during the  same
period   in  the  prior  year.   The  decrease  in  revenues  is  primarily
attributable  to  decreased revenue and activity in the  Company's  AirEvac
operations  in  Arizona.   In November 1999, the Company  restructured  its
Arizona operations and reduced the number of its operating aircraft there.

Aeromedical  Services operating income decreased to less than $0.1  million
for  the nine months ended September 30, 2000 compared to $0.2 million  for
the  same period in 1999.  Operating margin was less than 0.1% for the nine
months ended September 30, 2000 and compares to 0.7% for the same period in
1999.   Increased  repairs and maintenance, fuel,  helicopter  rental,  and
employee  benefit  expenses and the decreased revenues contributed  to  the
lower operating income.  Lower labor costs that were primarily attributable
to  AirEvac's  restructuring partially offset  the  decrease  in  operating
income.

Technical Services

Technical  Services operating revenues for the nine months ended  September
30, 2000 were $11.6 million compared to $14.0 million in the prior year,  a
decrease of 16.8%.  Technical Services operating income decreased  to  $1.8
million  for  the nine months compared to $2.4 million for  the  same  nine
months  in  1999.  The operating margin was 15.8% in the nine months  ended
September  30, 2000 and 17.4% in the nine months ended September 30,  1999.
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  nine months ended September 30, 1999.  An ongoing contract  to
provide  maintenance  to certain military aircraft started  in  the  second
quarter of 2000 and partially offset the decrease.

Other Income, net

Other income, net, was $2.2 million for the nine months ended September 30,
2000 as compared to $5.8 million for the prior year nine months.  The other
income,  net,  for the nine months ended September 30, 2000  included  $2.7
million  of net gains on aircraft sales and other asset dispositions.   The
net  gains on aircraft sales and other asset dispositions during  the  nine
months  ended September 30, 1999 were $5.9 million.  Also, the nine  months
ended  September  30, 2000 includes $0.6 million equity in  net  losses  of
investee companies, which compares to $0.1 million equity in net losses  of
investee companies recorded in the nine months ended September 30, 1999.

Direct Expenses

Direct  expenses for the nine months ended September 30, 2000 increased  by
1.0%  to  $157.7 million compared to $156.2 million in same period  in  the
prior  year.  The increase was due to higher repairs and maintenance, fuel,
helicopter  rental, and employee benefit expenses.  The Technical  Services
segment's decrease in cost of sales, lower aircraft depreciation, and lower
labor costs that were attributable to AirEvac's restructuring mostly offset
the increase in direct expenses.

Selling, General, and Administrative Expenses

Selling,  general,  and administrative expenses for the nine  months  ended
September  30,  2000 decreased by 8.0% to $12.5 million compared  to  $13.6
million  in the same period in the prior year.  The decrease was  primarily
due  to a decrease in Y2K compliance and certain other computer programming
costs.  During the nine months ended September 30, 1999, the  Company  also
recorded  severance  costs totaling $0.8 million in selling,  general,  and
administrative expenses related to a reduction in its number of  employees.
Higher  bad  debt  provisions, general salary increases for  administrative
employees,  and  the  reassignment of certain employees  to  administrative
positions partially offset the decrease.

Special Charges

In   April   1999,  in  connection  with  expense  reduction  efforts   and
management's decision to recognize the impairment of assets as a result  of
decreased  activity, the Company recorded Special Charges of $4.8  million.
The  Special  Charges  included impairment of certain foreign  based  joint
ventures  amounting  to  $2.5 million, severance  costs  of  $1.3  million,
impairment of property and equipment of $0.4 million, and other charges  of
$0.6 million.

Interest Expense

Interest expense for the nine months ended September 30, 2000 and September
30,  1999  was  $4.3 million.  Lower debt levels in the current  nine-month
period,  compared to the debt levels in the same nine months in  the  prior
year, offset the effect of increased interest rates for the period.

Income Taxes

Income  tax benefit for the nine months ended September 30, 2000  decreased
$1.6 million to $0.9 million.  The effective tax rates were 25.0% and 40.1%
for  the nine months ended September 30, 2000 and 1999, respectively.   The
lower  effective rate for the nine months ended September 30, 2000  is  the
result  of  higher  equity in net losses of investee  companies  and  other
permanent differences between book income and tax income.

Liquidity and Capital Resources

The  Company's  cash  position as of September 30, 2000  was  $0.1  million
compared  to $1.7 million at December 31, 1999.  Working capital  decreased
$8.3 million from $54.7 million at December 31, 1999 to $46.4 million.  Net
cash  provided  by  operating  activities  during  the  nine  months  ended
September  30,  2000  was  $9.5 million.  Net cash  provided  by  operating
activities  along with $16.0 million of aircraft sales funded  payments  of
long-term  debt,  purchases  of property and  equipment,  and  advances  to
affiliates.

Total  long-term debt decreased $13.2 million since December  31,  1999  to
$64.4  million at September 30, 2000.  The current portion of the long-term
debt  was $7.3 million at September 30, 2000, which the Company intends  to
pay  with  cash  flow  from  operations and  planned  aircraft  sales.   At
October  31,  2000,  the  Company  had $11.5  million  of  credit  capacity
available under its credit facilities. On November  30, 2000, 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,  which  may  involve  certain  other  changes  to  the  credit
agreement, or to refinance its debt.

The   amount   expended  for  the  purchase  and  completion  of   aircraft
improvements and engines and other property and equipment was $12.7 million
for the nine months ended September 30, 2000, compared to $19.2 million  in
the  first nine months of 1999.  The decrease in capital expenditures  when
compared  to  1999  reflects the Company's reduced  fleet  and  efforts  to
conserve cash.

The  Company believes its cash flow from operations in conjunction with its
credit capacity and proceeds from planned asset sales is sufficient to meet
its planned expenditure requirements for the next twelve months.

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 September 30, 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.  In this connection, the  Company
will  conduct  environmental site surveys in  the  fourth  quarter  at  its
Lafayette facility, which will be vacated in 2001 when the Company moves to
its new facility.  The Company will also conduct environmental site surveys
at certain other facilities during the fourth quarter of 2000 and the first
quarter  of  2001.   The results of these surveys could require  additional
provisions.

Employees

On March 10, 2000, the Company's pilots voted to become organized under the
Office  and  Professional Employees International Union and the Company  is
currently  negotiating  a  contract with the  union.   While  the  ultimate
outcome  of  these  negotiations cannot be predicted  with  certainty,  the
Company's  position  is that the terms of any pilots' contract  should  not
place it at a disadvantage with its competitors.

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.  In June 2000, the FASB issued SFAS No. 138  to
address  a  limited  number of issues causing implementation  difficulties,
including  a  provision to provide an exception for "Normal" purchases  and
sales.  The Company will adopt SFAS No. 133, as amended, 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.

In  December  1999, the Securities and Exchange Commission  ("SEC")  issued
Staff  Accounting  Bulletin  ("SAB")  No.  101,  "Revenue  Recognition   in
Financial  Statements."  SAB No. 101 summarizes certain of the SEC's  views
in applying generally accepted accounting principles to revenue recognition
in  financial statements.  SAB No. 101, as amended, is effective  beginning
in  the fourth quarter of fiscal year 2000. The Company believes that  this
new  accounting  pronouncement  will not have  a  material  affect  on  its
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 1.   LEGAL PROCEEDINGS

The  Company  is involved in various legal proceedings primarily  involving
claims  for personal injury.  The Company believes that the outcome of  all
such  proceedings, even if determined adversely, would not have a  material
adverse effect on its consolidated financial statements.

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 (incorporated by reference to Exhibit No. 3.1 (iii) to
          PHI's Report on Form 10-Q for the quarterly period ended March 31,
          2000).

    (iv)  Amendment dated September 15, 2000 to Section 3.1 of the By-laws
          of the Company.

    (v)   Amendment dated September 15, 2000 to Section 5 of the By-laws of
          the Company.

10.23     Supplemental  Executive Retirement Plan adopted by  PHI's  Board
          effective September 14, 2000.

27   Financial Data Schedule

(b)  Reports on Form 8-K

     No reports were filed on Form 8-K during the quarter ended
     September 30, 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.


November 14, 2000                  By: /s/ Carroll W. Suggs
                                      ---------------------------------
                                   Carroll W. Suggs
                                   Chairman of the Board, President and
                                   Chief Executive Officer



November 14, 2000                  By: /s/ Michael J. McCann
                                      ---------------------------------
                                   Michael J. McCann
                                   Chief Financial Officer and Treasurer