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

                    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:  June 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 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 July 31, 2000
             -----                 ----------------------------
      Voting Common Stock                2,793,386 shares
    Non-Voting Common Stock              2,384,765 shares


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                        PETROLEUM HELICOPTERS, INC.

                             Index - Form 10-Q

                      Part I - Financial Information

Item 1.   Financial Statements - Unaudited

            Consolidated Balance Sheets -- June 30,2000 and
              December 31, 1999                                      3
            Consolidated Statements of Operations - Three Months
              and Six Months Ended June 30, 2000 and 1999            4
            Consolidated Statements of Cash Flows - Six Months
              Ended June 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                       8

Item 3.   Quantitative and Qualitative Disclosures about
           Market Risk                                              14

                        Part II - Other Information

Item 1.   Legal Proceedings                                         14


Item 4.   Submission of Matters to a Vote of Security Holders       14


Item 6.   Exhibits and Reports on Form 8-K                          15


          Signature                                                 16

                      PART I - FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS

               PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                 (Thousands of dollars, except share data)
                                (Unaudited)
                                                 June 30,    December 31,
                                                   2000          1999
                                                 --------    -----------
                ASSETS
Current Assets:
 Cash and cash equivalents                      $   1,139    $   1,663

 Accounts receivable -- net of allowance:
   Trade                                           35,472       36,917
   Other                                            5,176        3,558
 Inventory                                         38,881       37,277
 Prepaid expenses                                   1,541        2,987
 Refundable income taxes                            3,036        3,922
                                                   ------       ------
        Total current assets                       85,245       86,324

Property and equipment, net                       124,963      135,047
Other                                               3,518        1,685
                                                  -------      -------
   Total Assets                                 $ 213,726    $ 223,056
                                                  =======      =======

 LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
 Accounts payable and accrued liabilities       $  23,811    $  20,013
 Accrued vacation payable                           6,243        6,020
 Current maturities of long-term debt               4,500        5,592
                                                   ------       ------
        Total current liabilities                  34,554       31,625
                                                   ------       ------
Long-term debt, net of current maturities          60,946       72,048
Deferred income taxes                              17,494       17,776
Other long-term liabilities                         8,591        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                        12,014       11,729
 Retained earnings                                 79,611       81,378
                                                  -------      -------
        Total shareholders' equity                 92,141       93,623
                                                  -------      -------
   Total Liabilities and Shareholders' Equity   $ 213,726    $ 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 June 30,    Six Months Ended June 30,
                         ---------------------     ------------------------
                            2000       1999           2000         1999
                            ----       ----           ----         ----
REVENUES AND OTHER
 INCOME:
 Operating revenues       $55,105    $52,799        $107,764     $111,886
 Other income, net          2,400      1,604           2,547        3,647
                           ------     ------         -------      -------
                           57,505     54,403         110,311      115,533
                           ------     ------         -------      -------

EXPENSES:
 Direct expenses           52,505     49,596         102,019      103,452
 Selling, general,
  and administrative        4,046      4,362           8,067        8,960
 Special charges               --      4,846              --        4,846
 Interest expense           1,473      1,429           2,983        2,857
                           ------     ------         -------      -------
                           58,024     60,233         113,069      120,115
                           ------     ------         -------      -------

Loss before income taxes     (519)    (5,830)         (2,758)      (4,582)

Income taxes                 (193)    (2,407)         (1,004)      (1,891)
                            ------     ------         ------       ------
Net loss                    $(326)   $(3,423)       $ (1,754)     $(2,691)
                           ======     ======          ======       ======
Weighted average common
   shares outstanding:
       Basic                5,161      5,161           5,161        5,165
       Diluted              5,161      5,161           5,161        5,165

Net loss per common share:
       Basic              $ (0.06)   $ (0.66)       $  (0.34)     $ (0.52)
       Diluted            $ (0.06)   $ (0.66)       $  (0.34)     $ (0.52)

Dividends declared per
   common share           $    --    $    --        $     --      $  0.10


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)

                                                 Six Months Ended June 30,
                                                 ------------------------
                                                     2000        1999
                                                     ----        ----
Cash flows from operating activities:
 Net loss                                          $(1,754)    $(2,691)
 Adjustments to reconcile net loss to net cash
   provided by operating activities:
    Depreciation                                     6,673       8,018
    Deferred income taxes                             (282)        726
    Gain on asset dispositions                      (2,592)     (3,773)
    Equity in net losses of investee companies,
      net of distributions                              14         126
    Special charges                                     --       3,720
    Other                                              323         469
 Changes in operating assets and liabilities         5,674       2,152
                                                     -----       -----

Net cash provided by operating activities            8,056       8,747
                                                    ------      ------

Cash flows from investing activities:
 Investments in and advances to affiliates          (1,266)         (5)
 Purchase of property and equipment                 (9,422)    (14,471)
 Proceeds from asset dispositions                   14,302       8,219
                                                    ------      ------

Net cash provided by (used in) investing activities  3,614      (6,257)
                                                    ------      ------

Cash flows from financing activities:
 Proceeds from long-term debt                        6,000       9,000
 Payments on long-term debt                        (18,194)    (10,925)
 Dividends paid                                         --        (519)
 Other                                                  --        (128)
                                                   -------     -------

Net cash used in financing activities              (12,194)     (2,572)
                                                    ------      ------

Decrease in cash and cash equivalents                 (524)        (82)

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

Cash and cash equivalents, end of period           $ 1,139     $   123
                                                    ======      ======

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 and certain other 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, 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 six months ended June 30, 2000  and
1999 is as follows (in thousands):

                                   Quarter Ended       Six Months Ended
                                     June 30,              June 30,
                                  ---------------      -----------------
                                  2000       1999        2000       1999
                                  ----       ----        ----       ----
Segment operating revenues,
 excluding other income:
  Oil and Gas Aviation Services  $39,562    $37,721    $ 78,782   $ 78,767
  Aeromedical Services            11,059     11,461      22,113     22,640
  Technical Services               4,484      3,617       6,869     10,479
                                  ------     ------      ------     ------
   Total operating revenues,
    excluding other income       $55,105    $52,799    $107,764   $111,886
                                  ======     ======     =======    =======

Segment operating income (loss),
 excluding other income:
  Oil and Gas Aviation Services  $  (870)   $(5,282)(1)$   (144)  $ (4,439)(1)
  Aeromedical Services                91        579         126        945
  Technical Services                 901        727         870      1,945
                                   -----      -----       -----      -----
   Total segment operating income
    (loss), excluding other income   122     (3,976)        852     (1,549)
Other income, net                  2,400      1,604       2,547      3,647
Unallocated overhead              (3,041)    (3,458)     (6,157)    (6,680)
                                   -----      -----       -----      -----
   Loss before income taxes      $  (519)   $(5,830)    $(2,758)  $ (4,582)
                                   =====      =====       =====      =====

(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.  The Company also  holds  a  note
receivable from Clintondale with a $0.5 million principal balance  at  June
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 June 30, 2000 was $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.   The
Company recorded no provisions in the quarter or six months ended June  30,
2000.

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 June 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.  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.

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 potential commitment by the Company to fund  $4.0
million  of  construction  costs.  Any such  amounts  funded  by  PHI  will
amortize  over  10  years  at  10%  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.  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.

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 half  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 period.  As a result,  PHI  did
not  realize  improvements in its Gulf of Mexico services activities  until
the  second  quarter of 2000.  However, activity and revenues remain  below
the  levels  achieved in 1998.  Overall international oil and  gas  service
activities  did  not  experience such increases.  The closures  of  certain
operations  in  South America and the restructure of the Company's  Arizona
aeromedical  operations  also contributed to  lower  activity  levels  when
compared  to  1999.   The Company's technical services  activity  increased
during  the latter half of the six months ended June 30, 2000 as the result
of  the  start of a new contract to provide maintenance to certain military
aircraft.

Results of Operations

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

                         Quarter Ended June 30,   Six Months Ended June 30,
                         ----------------------   ------------------------
                              2000       1999          2000       1999
Flight hours:                 ----       ----          ----       ----
  Oil and Gas Aviation Services:
     Domestic                39,619     37,775        74,901     75,080
     International            4,842      5,556        11,029     11,676
                             ------     ------        ------     ------
          Sub-total          44,461     43,331        85,930     86,756
  Aeromedical Services        5,574      5,735        10,913     11,193
  Other                         283         98           368        291
                             ------     ------        ------     ------
          Total              50,318     49,164        97,211     98,240
                             ======     ======        ======     ======

                                                  June 30,
                                              ---------------
                                               2000     1999
Aircraft operated at period end:               ----     ----
  Oil and Gas Aviation Services:
     Domestic                                   201      204
     International                               29       32
                                                ---      ---
          Sub-total                             230      236
  Aeromedical Services                           42       52
                                                ---      ---

          Total                                 272      288
                                                ===      ===

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

Oil and Gas Aviation Services

Oil & Gas Aviation Services revenue increased 4.9% to $39.6 million for the
quarter  ended  June  30, 2000 compared to $37.7 million  during  the  same
period  in  the prior year.  Increased domestic activity and rate increases
implemented  in  January  2000  contributed  to  the  increase.   Decreased
activity  in  West  Africa and the closure of certain operations  in  South
America partially offset the increase.

Oil  and  Gas Aviation Services had a $0.9 million operating loss  for  the
quarter  compared to a $5.3 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  (2.2)%
for  the  second  quarter compares to (14.0)% for the same quarter  in  the
prior year.  The increase in margin is primarily due to the special charges
recorded in 1999 and rate increases in January 2000.  Increased repairs and
maintenance,  insurance,  and fuel costs, and the  decreased  international
revenues partially offset the increase in margin.

Aeromedical Services

Aeromedical  Services  revenue decreased 3.5%  to  $11.1  million  for  the
quarter  ended  June  30, 2000 compared to $11.5 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 $0.1  million  for  the
quarter  compared to $0.6 million for the same period in  1999.   Operating
margin  was 0.8% for the quarter and compares to 5.1% for the same  quarter
in 1999.  Increased repairs and maintenance, insurance, and fuel costs, and
the  decreased  revenues contributed to the lower operating income.   Lower
labor  costs, primarily attributable to AirEvac's restructuring,  partially
offset the decrease in operating income.

Technical Services

Technical Services operating revenues for the quarter ended June  30,  2000
were  $4.5 million compared to $3.6 million in the prior year, an  increase
of 24.0%.  Technical Services  operating income improved marginally to $0.9
million  for the quarter compared to $0.7 million for the same  quarter  in
1999.   The operating margin was 20.1% in both the current quarter and  the
prior  year  quarter.   The increases in operating revenues  and  operating
income  were primarily attributable to the start of an ongoing contract  to
provide maintenance to certain military aircraft.

Other Income, net

Other income, net, was $2.4 million for the quarter ended June 30, 2000  as
compared  to  $1.6 million for the prior year quarter.  The  other  income,
net, for both periods mostly relates to gains on the sale of aircraft.

Direct Expenses

Direct  expenses for the quarter ended June 30, 2000 increased by  5.9%  to
$52.5  million compared to $49.6 million in the same period  in  the  prior
year.   Higher repairs and maintenance, fuel, insurance, and  the  cost  of
increased  Technical  Services revenue were the  primary  reasons  for  the
increase.

Selling, General, and Administrative Expenses

Selling,  general, and administrative expenses for the quarter  ended  June
30,  2000  decreased to $4.0 million compared to $4.4 million in  the  same
period  in 1999. Decreased Y2K compliance costs and certain other  computer
programming costs were the primary reasons for 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 quarter ended June 30, 2000 increased $0.1 million
to  $1.5  million.  The increase is due primarily to increases in  interest
rates for the period.  Lower debt levels in the current quarter compared to
the same quarter in the prior year mostly offset the increase.

Income Taxes

Income  tax  benefit  for the quarter ended June 30,  2000  decreased  $2.2
million to $0.2 million.  The effective tax rates were 37.2 % and 41.3% for
the June 30, 2000 and 1999 quarters, respectively.

Six Months Ended June 30, 2000 compared with Six Months Ended June 30, 1999

Oil and Gas Aviation Services

Oil  &  Gas Aviation Services revenues were $78.8 million for both the  six
months  ended June 30, 2000 and June 30, 1999.  Rate increases  in  January
2000  contributed  to  increased revenues that  were  offset  by  decreased
activity  in West Africa and decreased activity and revenues that  resulted
from the closure of certain operations in South America.

Oil and Gas Aviation Services had a $0.1 million operating loss for the six
months  ended June 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 (0.1)% for the six months compares to (5.6)% for the same period
last  year.  The increase in margin is primarily due to the special charges
recorded  in  1999,  lower aircraft depreciation,  and  rate  increases  in
January  2000.   Increased repairs and maintenance,  fuel,  and  helicopter
rental  expense  and the decreased international revenues partially  offset
the increase in margin.

Aeromedical Services

Aeromedical  Services revenue decreased 2.3% to $22.1 million for  the  six
months ended June 30, 2000 compared to $22.6 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 $0.1 million for the six
months ended June 30, 2000 compared to $0.9 million for the same period  in
1999.  Operating margin was 0.6% for the six months ended June 30, 2000 and
compares  to  4.2%  for  the same period in 1999.   Increased  repairs  and
maintenance,  fuel,  and  helicopter  rental  expense,  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 six months  ended  June  30,
2000  were  $6.9  million compared to $10.5 million in the  prior  year,  a
decrease of 34.4%.  Technical Services  operating income decreased to  $0.9
million for the six months compared to $1.9 million for the same six months
in  1999.  The operating margin was 12.7% in the six months ended June  30,
2000  and  18.6%  in the six months ended June 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  six  months
ended June 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 $2.5 million for the six months ended June 30,  2000
as  compared  to  $3.6 million for the prior year six  months.   The  other
income,  net,  for  both periods mostly relates to gains  on  the  sale  of
aircraft.

Direct Expenses

Direct expenses for the six months ended June 30, 2000 decreased by 1.4% to
$102.0 million compared to $103.5 million in same period in the prior year.
The decrease was primarily due to the Technical Services segment's decrease
in  cost  of  sales, lower aircraft depreciation, and decreases in  various
other  operating  costs.  Increases in repairs and maintenance,  fuel,  and
helicopter rental expenses mostly offset the decrease in direct expenses.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses for the six months ended June
30, 2000 decreased by 10.0% to $8.1 million compared to $9.0 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.

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 six months ended June 30,  2000  increased  $0.1
million  to  $3.0 million.  The increase was due primarily to increases  in
interest  rates for the period.  However, lower debt levels in the  current
six-month  period compared to the same six months in the prior year  mostly
offset the effect of the increased interest rates.

Income Taxes

Income  tax  benefit for the six months ended June 30, 2000 decreased  $0.9
million to $1.0 million.  The effective tax rates were 36.4% and 41.3%  for
the six months ended June 30, 2000 and 1999, respectively.

Liquidity and Capital Resources

The  Company's cash position as of June 30, 2000 was $1.1 million  compared
to  $1.7  million  at  December 31, 1999.  Working capital  decreased  $4.0
million from $54.7 million at December 31, 1999 to $50.7 million.  Net cash
provided by operating activities during the six months ended June 30,  2000
was  $8.1  million.  Net cash provided by operating activities  along  with
$14.3  million  of  aircraft  sales  funded  payments  of  long-term  debt,
purchases of property and equipment, and advances to affiliates.

Total long-term debt decreased $12.2 million to $65.4 million, of which the
current portion is $4.5 million, which the Company intends to pay with cash
flow  from  operations and aircraft sales.  At August 1, 2000, the  Company
had  $10  million of credit capacity available under its credit facilities.
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.

The   amount   expended  for  the  purchase  and  completion  of   aircraft
improvements and engines and other property and equipment was $9.4  million
for  the six months ended June 30, 2000, compared to $14.5 million  in  the
first  six  months  of  1999, reflecting 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 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 June 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.

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.  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.

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 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The  Company held its 2000 Annual Meeting of Stockholders on May 26,  2000.
At  the  meeting, shareholders elected each of the following persons listed
below  to  the PHI's Board of Directors for a term ending at the  Company's
2001 Annual Meeting of Stockholders.  The number of votes cast with respect
to  the  election of each such person is opposite such person's name.   The
persons  listed  below  constitute the entire Board  of  Directors  of  the
Company.

                                         Number of Votes Cast
                             --------------------------------------------
                                                        Broker
  Name of Director              For      Withhold      Non-Vote  Abstain
  ----------------            ---------  --------      --------  -------
  Carroll W. Suggs            2,065,196     251             0        0
  Arthur J. Breault, Jr.      2,065,447       0             0        0
  Leonard M. Horner           2,065,447       0             0        0
  James W. McFarland          2,065,447       0             0        0
  Thomas H. Murphy            2,065,447       0             0        0
  Bruce N. Whitman            2,065,447       0             0        0


At  the Annual Meeting, the shareholders also approved an amendment to  the
Company's 1995 Incentive Compensation Plan to increase the number of shares
available  for  issue under the plan.  The votes cast with respect  to  the
amendment were as follows:

                                                  Broker
                         For        Against      Non-Vote    Abstain
                      ---------     -------      --------    -------
                      1,845,766     220,619           0        342


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 July 14, 2000 to Section 3.1 of the By-laws of
          the Company.


10.22 Fourth Amendment (dated June 30, 2000) 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 June  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.


August 11, 2000                    By: /s/ Carroll W. Suggs
                                       --------------------
                                   Carroll W. Suggs
                                   Chairman of the Board, President and
                                   Chief Executive Officer



August 11, 2000                    By: /s/ Michael J. McCann
                                       ----------------------
                                   Michael J. McCann
                                   Chief Financial Officer and Treasurer