NON-QUALIFIED STOCK OPTION AGREEMENT
                      UNDER THE AMENDED AND RESTATED
                        PETROLEUM HELICOPTERS, INC.
               1995 INCENTIVE COMPENSATION PLAN, AS AMENDED
  
  
     THIS AGREEMENT is entered into as of July 30, 1996, by and between
  Petroleum Helicopters, Inc., a Louisiana corporation ("PHI"), and Carroll
  W. Suggs (the "Optionee").
  
     WHEREAS, under the Amended and Restated Petroleum Helicopters, Inc.
  1995 Incentive Compensation Plan, as amended (the "Plan"), the Compensation
  Committee of the PHI Board of Directors (the "Committee") may, among other
  things, award options to purchase shares of the non-voting common stock,
  $.10 par value per share, of PHI (the "Common Stock") to a key employee of
  PHI or one of its subsidiaries (collectively, the "Company"); and 
  
     WHEREAS, pursuant to the Plan, on July 30, 1996, the Committee awarded
  an option to purchase Common Stock to the Optionee.
  
     NOW, THEREFORE, in consideration of the premises, it is agreed as
  follows:
  
                                  1.
  
                            Grant of Option
  
     1.1  PHI hereby grants to the Optionee effective July 30, 1996 (the
  "Date of Grant") the right, privilege and option to purchase 23,200 shares
  of Common Stock (the "Option") at an exercise price of $14.875 per share
  (the "Exercise Price").  The Option shall vest, become exercisable and
  expire as provided in Sections 2 and 3 below.
  
     1.2  The Option is a non-qualified stock option and shall not be
  treated as an incentive stock option under Section 422 of the Internal
  Revenue Code of 1986, as amended.
  
                                  2.
  
                           Vesting of Option
  
     2.1  Effective July 31, 1997, the Compensation Committee of the Board
  of Directors of PHI (the "Committee") shall make a determination as to the
  portion of the Option that is vested as follows:
  
          (a)  Company Performance Goals
  
               (1)  If the Company's consolidated earnings before
       income taxes for the fiscal year ending April 30, 1997, as adjusted
       by the Committee for extraordinary items ("Actual Operating Income"),
       equals the consolidated earnings before income taxes reflected in the
       Company's annual budget for the fiscal year ending April 30, 1997
       ("Budgeted Operating Income"), the Option shall vest with respect to
       16,000 of the shares covered thereby.
  
               (2)  If Actual Operating Income exceeds Budgeted
       Operating Income, the Option shall vest with respect to an additional
       160 shares for each 1% by which Actual Operating Income exceeds
       Budgeted Operating Income, up to a maximum of 3,200 additional
       shares.
  
               (3)  If Actual Operating Income is less than Budgeted
       Operating Income, but is between 90% and 100% of Budgeted Operating
       Income, then the Option shall vest with respect to 16,000 shares,
       less 320 shares for each 1% or fraction of 1% by which Actual
       Operating Income is less than Budgeted Operating Income.
  
               (4)  If Actual Operating Income is less than 90% of
       Budgeted Operating Income, no portion of the Option shall vest based
       upon Company performance.
  
          (b)  Individual Performance
  
     The Option may vest with respect to up to an additional 4,000 shares
  in the discretion of the Compensation Committee based on an evaluation of
  the Optionee's performance for the year.
  
     2.2  All unvested Options or portions thereof shall be forfeited.
  
                                  3.
  
                           Time of Exercise
  
     3.1  Subject to the provisions of the Plan and Section 2 hereof, the
  Optionee shall be entitled to exercise the vested portion of the Option with
  respect to 50% of the shares beginning July 31, 1997 and with respect to the
  remaining 50% of the shares beginning July 31, 1998.
  
     3.2  The Option shall expire and may not be exercised later than ten
  years following the Date of Grant.
  
     3.3  Notwithstanding the foregoing, the Option shall become
  accelerated and immediately exercisable to the extent vested if (a.) the
  Optionee dies while she is employed by the Company, (b.) the Optionee
  becomes disabled within the meaning of Section 22(e)(3) of the Code
  ("Disability") while she is employed by the Company, (c.) the Optionee
  retires from employment with the Company on or after attaining the age of
  65 or is granted early retirement by a vote of the Board of Directors
  ("Retirement") or (d.) pursuant to the provisions of the Plan.
  
                                  4.
  
                   Conditions for Exercise of Option
  
     During the Optionee's lifetime, the Option may be exercised only by
  her or by her guardian or legal representative.  The Option must be exer-
  
  cised while the Optionee is employed by the Company, or, to the extent
  exercisable at the time of termination of employment, within 190 days of the
  date on which she ceases to be an employee, except that (a.) if she ceases
  to be an employee because of Retirement or Disability, the Option may be
  exercised within three years from the date on which she ceases to be an
  employee, (b.) if the Optionee's employment is terminated for cause, the
  unexercised portion of the Option is immediately terminated, and (c.) in the
  event of the Optionee's death, the Option may be exercised by her estate,
  or by the person to whom such right devolves from her by reason of her death
  within two years after the date of her death; provided, however, that no
  Option may be exercised later than 10 years after the Date of Grant.
  
                                  5.
  
                         Additional Conditions
  
     Anything in this Agreement to the contrary notwithstanding, if at any
  time PHI further determines, in its sole discretion, that the listing,
  registration or qualification (or any updating of any such document) of the
  shares of Common Stock issuable pursuant to the exercise of an Option is
  necessary on any securities exchange or under any federal or state
  securities or blue sky law, or that the consent or approval of any
  governmental regulatory body is necessary or desirable as a condition of,
  or in connection with the issuance of shares of Common Stock pursuant
  thereto, or the removal of any restrictions imposed on such shares, such
  shares of Common Stock shall not be issued, in whole or in part, unless such
  listing, registration, qualification, consent or approval shall have been
  effected or obtained free of any conditions not acceptable to PHI.
  
                                  6.
  
                  No Contract of Employment Intended
  
     Nothing in this Agreement shall confer upon the Optionee any right to
  continue in the employ of the Company or to interfere in any way with the
  right of PHI to terminate the Optionee's employment relationship with the
  Company at any time.
  
                                  7.
  
                                 Taxes
  
     The Company may make such provisions as it may deem appropriate for
  the withholding of any federal, state and local taxes that it determines are
  required to be withheld on the exercise of the Option.
  
                                  8.
  
                            Binding Effect
  
     This Agreement shall inure to the benefit of and be binding upon the
  parties hereto and their respective heirs, executors, administrators and
  successors.
  
                                  9.
  
                        Inconsistent Provisions
  
     The Option granted hereby is subject to the provisions of the Plan. 
  If any provision of this Agreement conflicts with a provision of the Plan,
  the Plan provision shall control.
  
                                  10.
  
                        Adjustments to Options
  
     Appropriate adjustments shall be made to the number and class of
  shares of Common Stock subject to the Option and to the Exercise Price in
  certain situations described in Section 12.6 of the Plan.
  
                                  11.
  
                         Termination of Option
  
     The Committee, in its sole discretion, may terminate the Option. 
  However, no termination may adversely affect the rights of the Optionee to
  the extent that the Option is currently vested on the date of such
  termination.
  
     IN WITNESS WHEREOF the parties hereto have caused this Agreement to
  be executed as of the day and year first above written.
  
         PETROLEUM HELICOPTERS, INC.
  
  
                             By:       /s/ Leonard M. Horner           
                                   Leonard M. Horner, Chairman,
                                      Compensation Committee
  
  
  
                                       /s/ Carroll W. Suggs            
                                       Carroll W. Suggs
                                           Optionee