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:  July 31, 1999

                                    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 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 September 1, 1999
             -----                 --------------------------------
      Voting Common Stock                  2,793,386 shares
    Non-Voting Common Stock                2,366,175 shares




                      PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

               PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                 (Thousands of dollars, except share data)

                                              July 31,      April 30,
                                                1999         1999(1)
                                              --------      --------
                 ASSETS                     (Unaudited)

Current Assets:
 Cash and cash equivalents                   $    1,014   $    3,025
 Accounts receivable - net of allowance          41,909       42,235
 Inventory                                       36,466       34,902
 Prepaid expenses                                 1,367        1,658
 Refundable income taxes                          3,436        3,368
                                               --------     --------
            Total current assets                 84,192       85,188
                                               --------     --------
Investments in affiliates and other               1,966        1,827
Property and equipment:
 Cost                                           266,488      272,330
 Less accumulated depreciation                 (123,753)    (127,770)
                                               --------     --------
                                                142,735      144,560
                                               --------     --------
            Total Assets                     $  228,893   $  231,575
                                               ========     ========
 LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
 Accounts payable and accrued liabilities    $   19,661   $   22,210
 Accrued vacation payable                         6,064        6,057
 Current maturities of long-term debt             5,909        5,891
                                               --------     --------
            Total current liabilities            31,634       34,158
                                               --------     --------
Long-term debt, net of current maturities        73,920       74,405
Deferred income taxes                            19,411       19,411
Other long-term liabilities                       7,076        7,020

Shareholders' Equity:
 Voting common stock - par value of $ 0.10;
   authorized 12,500,000; issued shares of
   2,800,866 at July 31 and April 30                279          279
 Non-voting common stock - par value of $ 0.10;
   authorized 12,500,000; issued shares of
   2,368,175 at July 31 and April 30                237          237
 Additional paid-in capital                      11,717       11,717
 Retained earnings                               84,619       84,348
                                               --------     --------
            Total Shareholders' Equity           96,852       96,581
                                               --------     --------
            Total Liabilities and
                Shareholders' Equity         $  228,893   $  231,575
                                               ========     ========

(1)The  balance  sheet  at  April 30, 1999 is condensed  from  the  audited
financial statements at that date.  The accompanying notes are an  integral
part of these condensed consolidated financial statements.


               PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                   (in thousands, except per share data)
                                (Unaudited)


                                         Three Months Ended
                                              July 31,
                                         __________________

                                          1999         1998
REVENUES:                                ------       ------
 Operating revenues                   $  53,814    $  62,220
 Other income, net                        3,861          157
                                         ------       ------
                                         57,675       62,377
                                         ------       ------
EXPENSES:
 Direct expenses                         51,535       53,291
 Selling, general and administrative      3,842        4,265
 Interest expense                         1,435        1,449
                                         ------       ------
                                         56,812       59,005
                                         ------       ------
Earnings before income taxes                863        3,372
Income taxes                                328        1,370
                                         ------       ------
Net earnings                          $     535    $   2,002
                                         ======       ======
Basic earnings per common share       $    0.10    $    0.39
                                         ======       ======
Diluted earnings per common share     $    0.10    $    0.38
                                         ======       ======


Weighted average common shares
  outstanding                             5,160        5,161
Incremental common shares                    43           75

Weighted average common shares           ------       ------
  and equivalents                         5,203        5,236
                                         ======       ======


Dividends declared per common share   $    0.05    $    0.05
                                         ======       ======

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


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


                                            Three Months Ended July 31,
                                               1999            1998
                                            ---------       ---------

  Cash flows from operating
  activities:
   Net earnings                             $   535         $  2,002
   Adjustments to reconcile net earnings
    to net cash provided by (used in)
    operating activities:
      Depreciation                            3,576            3,620
      Gain on asset dispositions             (3,779)            (121)
      Equity in net earnings of
       investee companies, net of
       distributions                            (22)             (36)
   Changes in operating assets and
   liabilities                               (1,800)          (4,111)
                                            ---------       ---------
  Net cash provided by (used in)
    operating activities                     (1,490)           1,354
                                            ---------       ---------
  Cash flows from investing
  activities:
   Investments                                  -               (135)
   Purchase of property and equipment        (4,368)         (13,150)
   Proceeds from asset dispositions           4,573            1,530
                                            ---------       ---------
  Net cash provided by (used in)
  investing activities                          205          (11,755)
                                            ---------       ---------
  Cash flows from financing
  activities:
   Proceeds from long-term debt               3,000           15,500
   Payments on long-term debt                (3,467)          (6,450)
   Proceeds from exercise of stock
    options and other                           -                 78
   Dividends paid                              (259)            (257)
                                            ---------       ---------
  Net cash provided by (used in)
  financing activities                         (726)           8,871
                                            ---------       ---------
  Decrease in cash and cash equivalents      (2,011)          (1,530)

  Cash and cash equivalents, beginning
  of period                                   3,025            2,753
                                            ---------       ---------

  Cash and cash equivalents, end of period  $ 1,014         $  1,223
                                            =========       =========



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


               PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                 THREE MONTHS ENDED JULY 31, 1999 AND 1998
                                (Unaudited)

(1)  General

The accompanying unaudited condensed consolidated financial statements have
been  prepared in accordance with Form 10-Q instructions of the  Securities
and  Exchange  Commission ("SEC") from the books and records  of  Petroleum
Helicopters,  Inc.  and  Subsidiaries ("PHI" or  the  "Company").   In  the
opinion  of management, these financial statements reflect all adjustments,
consisting  of  only  normal, recurring adjustments, necessary  to  present
fairly  the  financial results for the interim periods presented.   Certain
information  and  footnote  disclosures  normally  included  in   financial
statements  prepared  in  accordance  with  generally  accepted  accounting
principles have been condensed or omitted pursuant to rules and regulations
of  the  SEC; however, the Company believes that this information is fairly
presented.   These  condensed consolidated financial statements  should  be
read  in  conjunction  with  the  financial  statements  contained  in  the
Company's Annual Report on Form 10-K for the year ended April 30, 1999  and
the  accompanying  notes  and  Management's  Discussion  and  Analysis   of
Financial  Condition and Results of Operations.  Certain  reclassifications
have been made to the prior year's financial statements in order to conform
to  the  classifications  adopted for reporting in  the  transition  period
ending  December 31, 1999.  These reclassifications had no  impact  on  net
income or shareholders' equity.

The  Company's  financial  results, particularly  as  they  relate  to  the
Company's  domestic  oil  and gas operations, are  influenced  by  seasonal
fluctuations.   During the winter, there are more days of  adverse  weather
conditions and fewer hours of daylight than the other months of  the  year.
Consequently,  flight hours are generally lower during the Company's  third
fiscal  quarter than at other times of the year.  This produces a  seasonal
aspect  to the Company's business and typically results in reduced revenues
from  operations during those months.  Therefore, the results of operations
for interim periods are not necessarily indicative of the operating results
that may be expected for a full fiscal year.

(2)  Change in Accounting Estimate

Property and Equipment

Effective May 1, 1999 the Company changed the estimated useful lives on its
aircraft  from  ten  years to fifteen years.  The residual  value  will  be
increased  from  25%  to 30%.  The Company believes the  revised  estimated
useful  lives  and  residual  values will more  appropriately  reflect  its
financial results by better matching costs over the estimated useful  lives
of  these assets.  The effect of this change on net income for the  quarter
was a  reduction  in  depreciation expense  of  approximately $ 0.6 million
($ 0.4 million after tax or $ 0.08 per diluted share).

(3)  Change in Fiscal Year

The Company has elected to change its fiscal year from April 30 to a fiscal
year ending December 31.  The Company will file a Form 10-Q for the quarter
ending October 31, 1999, and will file a transition report on Form 10-K for
the eight-month period ending December 31, 1999.  The Company will commence
reporting on a calendar year basis with the filing of its Form 10-Q for the
quarter ending March 31, 2000.

(4)  Segment Information

In   fiscal  1999,  the  Company adopted SFAS No. 131,  "Disclosures  about
Segments  of  an Enterprise and Related Information," which  requires  that
companies  disclose  segment data based on how management  makes  decisions
about allocating resources to segments and measuring their performance.

The  Company  operates principally in two segments:  Oil and  Gas  Aviation
Services  and  Aeromedical  Services.  The Oil and  Gas  Aviation  Services
segment includes domestic and international helicopter services provided to
oil  and gas customers, including technical services and maintenance  work.
The  Aeromedical  Services segment includes all services  provided  to  the
Company's air medical customers, including hospitals and medical programs.

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

Summarized   financial  information  concerning  the  Company's   operating
segments for the periods ended July 31 is shown in the following table  (in
thousands):

                                             1999        1998
                                           -------     -------
    Operating revenues:
       Oil and Gas                       $  42,001   $  50,317
       Aeromedical                          11,674      11,741
       Other                                   139         162
                                           -------     -------
                                         $  53,814   $  62,220
                                           =======     =======
     Operating profit:
          Oil and Gas                           55       6,530
          Aeromedical                          264         668
                                           -------     -------
         Total Segment operating profit  $     319   $   7,198

     Other income                            3,861         157
     Corporate overhead                     (1,882)     (2,534)
     Interest expense                       (1,435)     (1,449)
                                           -------     -------
     Earnings before income taxes        $     863    $  3,372
                                           =======     =======



(5)  New Accounting Pronouncements

In  June 1998, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No.  133  ("FAS  133"),  "Accounting  for
Derivative  Instruments and Hedging Activities."  FAS 133, as  amended,  is
effective for all fiscal quarters of fiscal years beginning after June  15,
2000  and  establishes  accounting and reporting standards  for  derivative
instruments,  including certain derivative instruments  embedded  in  other
contracts,  and  for  hedging  activities.   FAS  133  requires  that   all
derivative  instruments  be recorded on the balance  sheet  at  their  fair
value.   Changes in the fair value of derivatives are to be  recorded  each
period  in  current  earnings or other comprehensive income,  depending  on
whether  a derivative is designated as part of a hedge transaction and,  if
it  is,  the  type  of  hedge  transaction.   Earlier  application  of  the
provisions of FAS 133 is encouraged and is permitted as of the beginning of
any  fiscal quarter that begins after the issuance of FAS 133.  The Company
believes  that,  due to its current limited use of derivative  instruments,
adoption  of  FAS  133  will not have a material effect  on  the  Company's
results of operations, financial position, or liquidity.

(6)   Environmental Liability

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  July 31, 1999  is
$ 1.8 million which  the  Company believes is  adequate  for  probable  and
estimable environmental costs.  The Company will make additional provisions
in  future  periods  to  the  extent  appropriate  as  further  information
regarding  these  costs becomes available.  No additional  provisions  were
recognized in the quarter ended July 31, 1999.


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

Management's Discussion and Analysis of Financial Condition and Results  of
Operations  ("MD&A")  should be read in conjunction with  the  accompanying
financial   statements  and  with  the  Company's  Consolidated   Financial
Statements  for  the year ended April 30, 1999 together  with  the  related
Notes to Consolidated Financial Statements and Management's Discussion  and
Analysis of Financial Condition and Results of Operations.

                        FORWARD-LOOKING STATEMENTS

All  statements other than statements of historical fact contained in  this
Form 10-Q, other periodic reports filed by the Company under the Securities
Exchange Act of 1934 and other written or oral statements made by it or  on
its  behalf, are forward-looking statements.  When used herein,  the  words
"anticipates", "expects", "believes", "intends", "plans", or "projects" and
similar  expressions  are intended to identify forward-looking  statements.
It  is  important to note that forward-looking statements are  based  on  a
number of assumptions about future events and are subject to various risks,
uncertainties and other factors that may cause the Company's actual results
to  differ  materially from the views, beliefs and estimates  expressed  or
implied  in such forward-looking statements.  Although the Company believes
that   the   assumptions  reflected  in  forward-looking  statements   are
reasonable,  no  assurance can be given that such  assumptions  will  prove
correct.  Factors  that  could  cause  the  Company's  results  to   differ
materially  from  the results discussed in such forward-looking  statements
include  but  are  not  limited to the following:   flight  variances  from
expectations,  volatility of oil and gas prices,  the  substantial  capital
expenditures   required  to  fund  its  operations,  environmental   risks,
competition, government regulation, unionization, Year 2000 issues 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.

                           RESULTS OF OPERATIONS

The Company is engaged primarily in providing helicopter transportation and
related  services.  The predominant portion of its revenue is derived  from
transporting  offshore  oil and gas production and drilling  workers  on  a
worldwide  basis.   The  Company  also performs  helicopter  transportation
services  for  a  variety  of hospital and medical  programs  and  aircraft
maintenance ("technical services") to outside parties.

Operating Revenues

 General

 The  Company generates flight revenues from both ongoing service contracts
 with  established  customers  and  non-contract  flights  referred  to  as
 Specials.   Oil  and  Gas Aviation Services contracts, both  domestic  and
 international, are generally on a month to month basis and  consist  of  a
 fixed  fee  plus  an hourly charge for actual flight time.   Specials  are
 customer  flights,  primarily domestic oil and  gas,  provided  on  an  as
 needed  basis  that  are  not provided pursuant to ongoing  contracts  and
 which  generally  carry  higher rates.  The  Company's  technical  service
 contracts  are generally provided on an actual cost plus negotiated  mark-
 up basis.

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


 The  following  table  summarizes  and compares  the  Company's  operating
 revenues by segment for the quarters ended July 31, 1999 and 1998:



                         Operating Revenues for the Quarter Ended July 31,
                         ------------------------------------------------
                            (Thousands of dollars, except percentages
                                        and flight hours)
                                                   Increase (Decrease)
                                ------    ------   -------------------
                                 1999      1998        $          %
                                ------    ------   --------     ------
 Oil and Gas Aviation Unit   $  42,001 $  50,317  $ (8,316)       (17)

 Aeromedical Services Unit      11,674    11,741       (67)        (1)

 Other                             139       162       (23)       (14)
                                ------    ------   --------
 Total Operating Revenues    $  53,814 $  62,220  $ (8,406)       (14)
                                ======    ======   ========     ======

 Total Flight Hours             50,093    63,320   (13,227)       (21)
                                ======    ======   ========     ======

 Oil and Gas Aviation Unit

 Total  Oil and Gas Aviation Unit revenues for the quarter ended  July  31,
 1999  decreased 17% to $ 42.0 million from $ 50.3 million for the  quarter
 ended  July  31,  1998.  Flight hours declined 22% to  43,824  hours  from
 56,419  hours  for the quarter ended July 31, 1999. These  decreases  were
 due primarily to decreased activity in the Gulf of Mexico.

     United  States Aviation Operations.  Demand for the Company's domestic
     oil  and gas aviation services is directly influenced by offshore  oil
     and  gas  exploration, development and production  activities  in  the
     areas  in  which PHI operates, which in turn is affected primarily  by
     oil  and  gas prices.  Despite the recent improvements in oil and  gas
     prices,  activity in the Gulf of Mexico continues to be lackluster  as
     oil  and  gas companies continue to focus on their costs.  The Company
     does not expect any significant improvement in demand for its services
     for the remainder of this calendar year.

     First  quarter  operating  revenues attributable  to  domestic  flight
     operations  were  $ 33.5 million compared to $ 42.8  million  for  the
     prior  year first quarter, a decrease of $ 9.3 million.  Flight  hours
     declined  24%  over  the prior year first quarter.   The  decrease  in
     flight hours accounted for substantially all of the revenue decrease.

     International  Aviation Operations.  International operating  revenues
     increased slightly this quarter to $ 4.8 million as compared to $  4.6
     million  for  the  prior year first quarter.  This  increase  was  due
     primarily to improved pricing.

     Technical Services Operations.  Technical Services operating  revenues
     were  $  3.7 million for the current quarter compared to $ 2.9 million
     in the prior year's first quarter, an increase of $ 0.8 million.  This
     increase  was  primarily  attributable  to  additional  third-party
     maintenance work.


  Aeromedical Services Unit

  Aeromedical  revenues remained constant at $ 11.7 million as compared  to
  the  prior  year  first quarter, although operating profit  declined  due
  primarily to increased human resource costs.  Total Aeromedical  programs
  and   aircraft  as  of  July  31,  1999  were  seventeen  and  forty-six,
  respectively,  compared to fifteen Aeromedical programs  and  forty-three
  aircraft  at  July 31, 1998.  Aeromedical flight hours  for  the  quarter
  decreased  fifty-two hours to 5,883 hours.  Air Evac  accounted  for  735
  hours  and $ 4.7 million in revenues for the quarter ended July 31,  1999
  as  compared  to 791 hours and $ 5.6 million in revenues  for  the  prior
  year quarter.

Other Income, net

Gains recorded relating to the sale of assets increased to $ 3.8 million as
compared to $ 0.1 million for the prior year first quarter, as the  Company
sold eleven aircraft during the quarter ended July 31, 1999.

Expenses

 Direct Expenses

 Direct  expenses  decreased  $ 1.8 million, or  3%,  to  $  51.5  million,
 primarily  as  a  result  of decreased activity levels  and  a  change  in
 aircraft  depreciable  lives  (See Note 2 to  the  Condensed  Consolidated
 Financial  Statements).   Due to the recent slow  down  in  activity,  the
 Company  is  looking  at cost reductions in all areas.   On  September  1,
 1999,  the  Company reduced its personnel complement which will result  in
 an  annual  salary  expense  reduction of  approximately  $  3.1  million.
 Severance  costs related to this action are approximately $  0.8  million,
 and will be recorded in the second quarter.

 Human  Resource costs, including employee benefit costs, decreased  $  0.8
 million,  or 3%, to $ 22.4 million this quarter as compared to  the  prior
 year  first  quarter.  Although the Company's work force was reduced  from
 the  prior  years' quarter by approximately 175 employees, salary  expense
 only  decreased  by  $  0.3  million due to  wage  and  benefit  increases
 effective  July  1999.   These  increases  were  required  to  respond  to
 competitive  market  pressure  and the Company's  need  to  retain  highly
 qualified  personnel.  Employee benefit costs declined by $  0.5  million,
 primarily  as  the result of reduction in insurance costs related  to  the
 reduction  in  the  work force, a decline in insurance  claims  and  other
 employee related costs.

 Although  the  number  of aircraft has declined,  spare  parts  usage  and
 repair  and maintenance costs remained relatively constant as the Company
 continues  to  refurbish  and  maintain its  fleet  of  aircraft  under  a
 prescribed refurbishment schedule.

 Insurance  costs  and  helicopter rent declined $ 0.4  million,  primarily
 due  to  the  disposition  of aircraft that no longer  met  the  Company's
 needs.

 Selling, General, and Administrative Expenses

 Selling,  general and administrative expenses decreased $ 0.4 million,  or
 10%, to $ 3.8 million. This was primarily related to a reduction of  legal
 and other business consulting expenses.

                      LIQUIDITY AND CAPITAL RESOURCES

The  following is a comparison of the quarter ended July 31, 1999 with  the
year ended April 30, 1999.

The  Company's cash position as of July 31, 1999 was $ 1.0 million compared
to $ 3.0 million at April 30, 1999, the Company's fiscal year end.  Working
capital increased $ 1.6 million  from $ 51.0 million at  fiscal year end to
$ 52.6 million.

Total  long-term debt decreased $ 0.5 million to $ 79.8 million,  of  which
the   current  portion  is  $  5.9  million,  payable  in  equal  quarterly
installments,  which  the  Company intends  to  pay  with  cash  flow  from
operations.  At September 1, 1999, the Company had $ 12.5 million of credit
capacity  available under its credit facilities.  The Company believes  its
cash  flow  from  operations in conjunction with  its  credit  capacity  is
sufficient  to  meet  its planned requirements for the foreseeable  future.
The Company is in compliance with the provisions of its loan agreements.

Cash  used in operating activities was $ 1.5 million.  Investing activities
included  the purchase and completion of aircraft improvements and  engines
and  other  property, plant  and equipment for $  4.4  million.   Investing
activities  were primarily funded through proceeds from asset dispositions.
The  Company  also  paid dividends of $ 0.05 per share during  the  quarter
ended July 31, 1999.  In July 1999, the Company reported that its Board  of
Directors was considering eliminating its dividend to conserve cash.

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 July 31, 1999  is
$ 1.8  million which the  Company believes is  adequate  for  probable  and
estimable environmental costs.  The Company will make additional provisions
in  future  periods  to  the  extent  appropriate  as  further  information
regarding  these  costs becomes available.  No additional  provisions  were
recognized in the quarter ended July 31, 1999.

                             YEAR 2000 MATTERS

General

To  consider  the  impact of Year 2000 ("Y2K") issues on PHI,  a  committee
consisting of members of senior management from various disciplines  within
the  Company  meets regularly to discuss, outline and implement appropriate
courses of action.  In addition, the Company retained a consulting firm  to
review  Y2K  readiness of the Company and make recommendations for  action.
Its  review  was completed on June 30, 1999, and PHI is in the  process  of
implementing its recommendations.

Information Technology.

The   Company  recently  completed  a  major  upgrade  of  its  information
technology systems begun in fiscal 1996, an incidental benefit of which  is
that  most  of its systems are Y2K compliant.  Management does  not  expect
that  remaining remediation activities will result in any significant delay
or  cost.  Remediation and testing are expected to be completed by  October
31, 1999.

Non-Information Technology.

PHI's  non-information technology systems include embedded chip  technology
in various equipment, aircraft systems, communications (ground and air) and
utilities.   The  Company has completed an inventory of those  systems  and
expects  to  remediate  items  that need to  be  upgraded  or  replaced  by
September  30,  1999.   To  date, no aircraft safety  of  flight  or  other
significant issues have been identified.

The  Company has been in contact with the manufacturers of its aircraft and
related  equipment to determine the impact of embedded chip  technology  on
flight  systems.  A review of these communications indicates that  embedded
chip  technology will not cause PHI's fleet to be grounded as a  result  of
Y2K issues.

Third Parties.

PHI  is  evaluating  its  position  with  significant  suppliers,  lenders,
customers and others to ensure that those parties have appropriate plans to
address  Y2K  issues where they may impact the operations of  the  Company.
While  the  Company  does not have any significant suppliers,  lenders,  or
customers that directly interface with its information technology  systems,
the  failure  of  these third parties to address their Y2K  problems  could
negatively  impact  PHI.   Based on contacts to  date  with  third  parties
identified as important, PHI does not expect the impact of any third  party
problems to be material. However, there is no assurance that the systems of
any  third parties will be Y2K compliant in time or that any non-compliance
will not have a material adverse effect on the Company.

PHI operates internationally in various countries in South America, Europe,
Asia  and Africa.  Published reports indicate that the governments of  some
of  the  countries  in  which  it operates may  not  be  Y2K  compliant  in
activities  administered  or  operated by  them,  such  as  communications,
utilities  and  aircraft  landing  facilities,  and  PHI  has  received  no
assurances  from  any  of such governments of its Y2K  readiness.   To  the
extent  that  the  failure  of those governments,  or  of  private  parties
organized under the laws of such countries and doing business with PHI, are
not  Y2K  compliant,  resulting disruptions could have a  material  adverse
effect on PHI's international operations.

Consequences.

If   all  significant  Y2K  issues  are  not  properly  identified,  or  if
assessment, remediation and testing of systems of the Company and of  third
parties  with  which  it has a significant relationship  are  not  effected
timely,  the  Y2K  issue could potentially have an adverse  impact  on  the
Company's operations and financial condition. The Company believes that the
most  reasonably likely worst-case scenario would be that the Company would
find  it  necessary to revert to the use of manual accounting  records  for
billings, payments and collections. In addition, the inability of principal
suppliers and major customers to be Y2K compliant could result in delays in
deliveries from those suppliers and collections of accounts receivable.   A
more  remote  possibility  is that delays and  disruptions  caused  by  Y2K
problems of governments and customers could ground a significant portion of
its aircraft, a situation for which there is no apparent remedy.

Contingency Plan.

Concurrent with the Company's efforts to address Y2K issues, it is  in  the
process  of  developing appropriate contingency plans, which it expects  to
have  completed by November 1999, to help prevent the Company's  operations
from being materially impacted by or to reduce the impact that results from
a  failure  to  correct a Y2K problem.  The contingency plans  will  entail
finding   alternative  vendors  and  suppliers  which  are  Y2K  compliant,
purchasing  additional products and inventories and supplies in advance  of
December 31, 1999, and reverting to manual systems or workarounds.

Costs.

While  the  Company incurred significant costs to upgrade  its  information
technology  systems, it does not associate these costs with Y2K  readiness.
Its  direct costs associated with its Y2K compliance efforts to  date  have
not  exceeded  $  0.4  million, and the Company does not  expect  to  incur
significant  Y2K  compliance  costs for the  remainder  of  calendar  1999.
Direct costs do not include management and other employee time spent on Y2K
issues, which the Company does not quantify.

                      RESULTS AT A GLANCE (Unaudited)

The  following table provides a summary of critical operating and financial
statistics  (thousands  of  dollars, except per  share  amounts,  financial
ratios, flight hours and general statistics):

                                         Three Months Ended July 31,
                                         --------------------------
Operations                                 1999              1998
                                         --------------------------

    Operating revenues                  $  53,814         $  62,220
    Net earnings                              535             2,002
    Net earnings per basic share             0.10              0.39
    Net earnings per diluted share           0.10              0.38
    Book value per diluted share            19.05             18.43
    Total flight hours                     50,093            63,320

Financial Summary                      July 31, 1999   April 30, 1999
                                       -------------   --------------

    Net working capital                 $  52,558         $  51,030
    Net book value of property
      and equipment                       142,735           144,560
    Long-term debt, net of
      current maturities                   73,920            74,405

General Statistics

    Aircraft operated                         273               290
    Employees                               2,011             2,051


Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There were no material changes to the Company's disclosures regarding
derivatives in our Form 10-K dated April 30, 1999.

PART II - OTHER INFORMATION

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

3.1  (i) Articles of Incorporation of the Company (incorporated by reference
         to Exhibit No. 3.1(i) to PHI's Report on Form 10-Q for the quarterly
         period ended October 31, 1994).

     (ii)By-laws of the Company (incorporated by reference to Exhibit No. 3.1
         (ii) to PHI's Report on Form 10-Q for the quarterly period ended July
         31, 1996).

27   Financial Data Schedule

(b)  Reports on Form 8-K

     The  Registrant filed the following Current Report on Form 8-K  during
     the quarter ended July 31, 1999.



     Date                Item Reported
     ------              -------------
     July 30, 1999       The Registrant announced a change in fiscal year end
                         from April 30 to December 31 effective with the eight
                         month transition period ending December 31, 1999.



                                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.


September 14, 1999                     By: /s/ Carroll W. Suggs
                                       ------------------------
                                       Carroll W. Suggs
                                       Chairman of the Board, President and
                                       Chief Executive Officer



September 14, 1999                     By: /s/ Michael J. McCann
                                       -------------------------
                                       Michael J. McCann
                                       Chief Financial Officer and Treasurer