United States                                    
                   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:  January 31, 1996
                                    
                                   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 Highway, Suite 400
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 March 1, 1996 

Voting Common Stock                            2,789,761
Non-Voting Common Stock                        2,276,093

                                                                  
<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS

In thousands                          January 31,         April 30,
(Current period unaudited)              1996                1995   (1)
                                               
ASSETS
Current assets:
 Cash and cash equivalents          $   3,035           $   2,506 
 Accounts receivable - net 
   of allowance                        31,229              30,493 
 Inventory                             26,383              25,560 
 Prepaid expenses                       1,141                 989 
 Notes receivable                       1,244                  -  
 Assets held for sale                     -                   215 
                                       ------              ------ 
   Total current assets                63,032              59,763 
                                       ------              ------ 
Investments                             4,348               1,002 
Property and equipment:
 Cost                                 211,723             199,816 
 Less accumulated depreciation       (115,660)           (113,568)
                                      -------             ------- 
                                       96,063              86,248 
                                      -------             ------- 
Other                                      98                  95 
                                      -------             ------- 
                                    $ 163,541           $ 147,108 
                                      =======             ======= 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
 Accounts payable and 
   accrued expenses                 $  16,766           $  15,224 
 Accrued vacation pay                   4,804               4,897 
 Income taxes payable                   1,541                 331 
 Current portion of long-term debt      6,796               8,755 
 Other                                    177                 747 
                                       ------              ------ 
   Total current liabilities           30,084              29,954 
                                       ------              ------ 
Long-term debt                         38,842              27,060 
Deferred income taxes                  12,066              12,066 
Other long-term liabilities             2,771               2,321 

Shareholders' equity:
 Voting common stock                      279                 286 
 Non-voting common stock                  227                 220 
 Additional paid-in capital            10,121              10,118 
 Retained earnings                     69,151              65,083 
                                       ------              ------ 
                                       79,778              75,707 
                                      -------             ------- 
                                    $ 163,541           $ 147,108 
                                      =======             ======= 

(1)The balance sheet at April 30, 1995 is condensed from 
the audited financial statements at that date.
See notes to condensed consolidated financial statements.<PAGE>
                  
                 
                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

                                 Three Months          Nine Months
In thousands, except per       Ended January 31,     Ended January 31,
share amounts                    1996      1995        1996      1995
(unaudited)


REVENUES:
 Operating revenues           $ 45,444  $ 42,095   $ 139,724  $130,493
 Gain (loss) on equipment
  disposals                         43      (183)        791       773
 Equity in net earnings (loss)
  of investee companies            225        (9)        325        72
                                ------   -------     -------   -------
                                45,712    41,903     140,840   131,338
                                ------   -------     -------   -------

EXPENSES:
 Direct expenses                39,800    36,964     122,367   115,481
 Selling, general and
  administrative expenses        3,038     2,700       8,402     7,774
 Interest expense                  777       812       2,312     2,300
                                ------   -------     -------    ------         
                                43,615    40,476     133,081   125,555
                                ------   -------     -------   -------
Earnings before income
 taxes                           2,097     1,427       7,759     5,783

Income taxes                       758       617       3,095     2,357
                                ------    ------      ------    ------

Net earnings                  $  1,339  $    810   $   4,664  $  3,426
                                ======    ======      ======    ======

Net earnings per share        $   0.26  $   0.15   $    0.92  $   0.63
                                ======    ======      ======    ======
Weighted average common
 shares outstanding              5,066     5,478       5,066     5,478
                                ======    ======      ======    ======

Dividends paid per common
 share                        $   0.05  $   0.02  $     0.12  $   0.04
                                ======    ======      ======    ======

See notes to condensed consolidated financial statements.
<PAGE>
               PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES

              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


In thousands                            Nine Months Ended January 31, 
(unaudited)                               1996            1995     
     
OPERATING ACTIVITIES:
Net earnings                           $ 4,664           $ 3,426 
Depreciation                             6,137             6,335 
Gain on equipment disposals               (791)             (773)
Equity in net earnings
 of investee companies                    (325)              (72)
Changes in operating assets
 and liabilities                          (189)           (1,261)
Other                                      241                16 
                                        ------            ------ 
Net cash provided by operating
 activities                              9,737             7,671 
                                        ------            ------ 
INVESTING ACTIVITIES:
Investments                             (3,003)               -  
Purchases of property and
 equipment                             (17,561)          (16,357)
Proceeds from equipment disposals        2,141             9,354 
                                        ------            ------ 
Net cash used by
 investing activities                  (18,423)           (7,003)
                                        ------             ----- 
FINANCING ACTIVITIES:
Proceeds from long-term debt            23,803             9,250 
Payments on long-term debt             (13,980)          (13,807)
Dividends paid                            (608)             (219)
                                       -------           ------- 
   
Net cash provided (used) by
 financing activities                    9,215            (4,776)
                                        ------            ------ 
Increase (decrease) in cash
 and cash equivalents                      529            (4,108)

Cash and cash equivalents
 at beginning of period                  2,506             5,570 
                                        ------            ------ 
Cash and cash equivalents
 at end of period                     $  3,035         $   1,462 
                                        ======            ====== 

See notes to condensed consolidated financial statements.
<PAGE>
               PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                                     
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                NINE MONTHS ENDED JANUARY 31, 1996 AND 1995

                                (UNAUDITED)


A.  These financial statements, except for the April 30, 1995
    condensed consolidated balance sheet, have been prepared
    without audit as permitted by the rules and regulations of the
    Securities and Exchange Commission.  Certain information and
    footnote disclosures normally included in the financial
    statements have been condensed or omitted pursuant to such
    rules and regulations; 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, 1995 and the
    accompanying notes and Management's Discussion and Analysis of
    Financial Condition and Results of Operations.

B.  In the opinion of management, the accompanying unaudited
    condensed consolidated financial statements contain all
    adjustments, consisting of only normal, recurring adjustments,
    necessary to fairly present the financial results for the
    interim periods presented.

C.  The Company's financial results, particularly as it relates to
    its 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 the full fiscal year.

D.  Primary earnings per share are computed based on the weighted
    average number of shares and dilutive equivalent shares of
    common stock (stock options) outstanding during each year
    using the treasury stock method.

E.  Certain reclassifications have been made to the prior year's
    financial statements in order to conform with the
    classifications adopted for reporting in fiscal 1996

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

    The Company is engaged 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 provides
helicopter transportation services to a variety of hospital and
medical programs and aircraft maintenance to outside parties. 

RESULTS OF OPERATIONS

    The following is a comparison of the third quarter and the
first nine months of the fiscal year ending April 30, 1996 with the
comparable periods of the prior fiscal year.

Third Quarter Fiscal 1996 to Fiscal 1995

 Revenues

    The Company generates revenues from both ongoing service
contracts with established customers and non-contract flights
referred to as Specials.  Domestic Oil and Gas contracts 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.

    International and aeromedical contracts also provide for fixed
and hourly charges, but are generally for longer terms.  These
contracts impose early cancellation fees to encourage customers to
fulfill the contract term and cover the Company's additional start-
up costs in the event of early termination.

    The following table summarizes and compares the Company's
revenues by certain markets served for the quarters ended January
31, 1996 and 1995:
                                     Revenues for the
(In thousands, except             Quarter Ended January 31,
 percentages and flight hours)
                                                   Incr (Decr)
                              1996       1995       $        %

Domestic Oil and Gas        $32,018   $ 29,186   $ 2,832     10 

Aeromedical Services          6,758      5,999       759     13 

International and Technical 
 Services                     6,668      6,910      (242)    (4)
 
Total Operating Revenues    $45,444   $ 42,095   $ 3,349      8 

Total Flight Hours           51,995     47,974     4,021      8 
<PAGE>
  Domestic Oil and Gas

    Domestic Oil and Gas revenues increased $2.8 million or 10% to
$32 million for the quarter and domestic flight hours increased by
7% to 39,401.  The Company attributes these increases to increased
flight activity due primarily to better economic conditions in the
Gulf of Mexico.  As of January 31, 1996 the Company had thirteen
more aircraft under contract and six more contracts than  at
January 31, 1995.  
 
  Aeromedical Services

    The Company operates 13 programs and a total of  33 aircraft
in the Emergency Medical Service industry.  Aeromedical Services
revenue increased $0.8 million or 13% to $6.8 million.  
Aeromedical flight hours increased slightly to 2,961, or 2% for the
quarter.  The increase in revenue is due primarily to three more
aircraft under contract and one more contract than at January 31,
1995.  The Company was recently awarded one new contract which is
expected to commence operations in May of 1996.

  International and Technical Services

    International Oil and Gas revenues remained constant at $3.7
million.  International flight hours increased 12%,or 565 hours, to
5,244 hours.  The increase in flight hours is due primarily to
increased oil and gas exploration activity.  The flight hour
increase was produced primarily by existing contracts which utilize
smaller aircraft with moderate hourly rates.  This increase in
hourly revenue was offset by the termination of a contract which
utilized aircraft with high fixed and variable rates. 

    Technical Services revenues decreased slightly $0.1 million,
or 4%, to $1.9 million.
 
  Direct Expenses

    Direct expenses increased $2.8 million or 8% to $39.8 million,
primarily as a result of the increased activity  levels in the
Company's Domestic Oil and Gas Programs.  

    Expenses at helicopter bases rose $1.3 million or 9% to $15.5
million for the quarter. Of this increase, $0.9 million is due to
an increase in personnel and overtime to support increased flight
activity.  In addition, the Company increased its environmental
expense reserve by $0.3 million which is more fully described under 
Liquidity and Capital Resources, below.

    Helicopter expenses rose $1.4 million or 8% to $18.5 million
for the quarter.  Helicopter expenses related to flight activity
including spare parts usage, repairs and maintenance, helicopter
rent, and fuel increased a combined $1.6 million, or 13% , from
$12.3 million to $13.9 million.  This amount was partially offset
by a decrease in insurance and helicopter depreciation in the
amount of  $0.2 million.  These increases were consistent with the
increase in operating revenues and Domestic Oil and Gas activity
levels.
<PAGE>
  Selling, General, and Administrative Expenses

    Selling, general, and administrative expenses increased by
$0.3 million to $3 million for the quarter. This increase was due
primarily to an increase in consulting fees associated with an
information systems project which is expected to continue for
several years.
 
First Nine Months Fiscal 1996 to First Nine Months Fiscal 1995

The following table summarizes and compares the Company's revenues
by certain markets served for the nine months ended January 31,
1996 and 1995:

 Revenues
                                       Revenues for the
(In thousands, except            Nine Months Ended January 31,
 percentages and flight hours)
                                                   Incr (Decr)
                              1996       1995       $        %

Domestic Oil and Gas       $ 98,164  $  88,355  $  9,809     11 

Aeromedical Services         19,634     18,885       749      4 

International and Technical
 Services                    21,926     23,253    (1,327)    (6)

Total Operating Revenues   $139,724  $ 130,493  $  9,231      7 

Total Flight Hours          163,752    152,867    10,885      7 


Domestic Oil and Gas

    Domestic Oil and Gas revenues for the first nine months of
fiscal 1996 increased 11% to $98.2 million as compared to the same
period in fiscal 1995.  Domestic flight hours increased 9% to
125,836 in the current period.  These increases are due primarily
to increased oil and gas activity and several hurricane
evacuations.  The improved economic conditions in the Gulf of
Mexico were the result of stable oil prices, higher natural gas
prices, and the termination of operations by one of the Company's
competitors. 

Aeromedical Services

    Aeromedical services revenue increased $0.7 million or 4% to
$19.6 million in fiscal 1996, despite a decline in flight hours of
6% to 9,479 hours.  During the current fiscal year three additional
aircraft under contract were added as well as one new EMS contract. 
These increases along with a slight upward adjustment in contract
rates contributed to the increase in revenues in fiscal 1996 as
compared to the same period in fiscal 1995.  Flight time
requirements declined primarily due to inclement winter weather.  
<PAGE>
International and Technical Services

    International Oil and Gas revenues decreased by $0.9 million
or 7% to $11.7 million. The decrease in revenue is due primarily to
a temporary contract which included six dedicated aircraft in the
prior year.  International flight hours increased slightly to
15,567, up 462 hours or 3%.  

    Technical Services revenues increased slightly to $7 million,
an increase of $0.1 million or 2%.  

Direct Expenses

    Direct expenses increased $6.9 million or 6% to $122.4
million, primarily  attributable to the increased activity  levels
in the Company's Domestic Oil and Gas Programs.  

    Expenses at helicopter bases rose $3.3 million or 8% to $46.3
million.  Of this increase, $2.3 million is due to an increase in
personnel and overtime to support increased flight activity.  In
addition, the Company increased its environmental expense reserve
by $1 million which is more fully described under Liquidity and
Capital Resources, below.

    Helicopter expenses rose $4.3 million or 8% to $56.8 million. 
Helicopter expenses related to flight activity including spare
parts usage, repairs and maintenance, helicopter rent, and fuel
increased a combined $4.4 million, or 11%.  This amount was
partially offset by a decrease in helicopter insurance and
depreciation in the amount of  $0.5 million.  These increases were
consistent with the increase in operating revenues and Domestic Oil
and Gas activity levels.

Selling, General, and Administrative Expenses

    Selling, general, and administrative expenses increased by
$0.6 million to $8.4 million.  Human resources and other expenses
increased $0.4 and $1 million respectively.  These increases are
due to a slight increase in administrative pay and an increase in
outside consulting fees of $0.7 million .  These costs were
partially offset by a decrease in legal and audit fees, bad debt
expense, and depreciation expense totaling $0.9 million. 


LIQUIDITY AND CAPITAL RESOURCES

    The following is comparison of the first nine months of the
fiscal year ending April 30, 1996 with the period ending April 30,
1995.

    The Company's cash position as of January 31, 1996 was $3
million compared to $2.5 million at April 30, 1995,  the Company's
fiscal year end.  Working capital increased $3.1 million from $29.8
million at fiscal year end to $32.9 million.  The increase  was
primarily related to an increase in notes receivable from
affiliates of $1.2 million, $0.8 million in refundable insurance
premiums relating to workers compensation, and an increase in
inventory of $0.8 million offset by an decrease in accounts
receivable of $0.3 million.  
<PAGE>
    Total long-term debt increased $9.8 million to $45.6 million. 
The Company's current debt obligation totals $6.8 million due in
equal quarterly installments, which the Company intends to pay with
cash flow from operations.  On January 25, 1996 the Company prepaid
$2 million of term debt which was due and payable April 30, 1996. 
The next installment is not due until July 31, 1996.  At January
31, 1996, the Company had $14.8 million and $5.2 million of credit
capacity available under its term and revolving credit facilities,
respectively.  The Company is in compliance with the provisions of
its loan agreement.  

    Cash generated from operating activities and financing
activities was $9.7 million and $9.2 million, respectively.  The
Company utilized its cash flow from operating activities and
financing activities to fund $18.4 million in investing activities. 
Investing activities included the purchase of 14 aircraft for $12.2
million, $2.8 million in aircraft capital improvements, and $3
million for the purchase of a 49% interest in Irish Helicopters
Limited.  The Company has paid dividends totalling $0.6 million or
$0.12 per share

    In the first quarter of fiscal 1996 the Company began an
environmental review at selected domestic bases.  Based on this
review, known or suspected fuel contamination has been identified
at seven of its bases.  Management now believes it is possible that
similar fuel contamination will be found at additional bases.

    During the prior quarter, initial assessments of the costs to
remediate this contamination were commenced and a preliminary
estimate of the costs expected to be incurred at one of the
Company's bases was received.  The Company is seeking additional
information regarding this preliminary estimate, and further
assessments are planned at all other bases at which known or
suspected fuel contamination has been identified.  Depending in
part upon the results of these assessments, the Company also
anticipates that it will conduct additional studies at its other
bases.  Based on the information currently available to management,
an additional provision of $250,000 has been made in the
current quarter.  The Company has expensed $331,000 and $1.2
million, including the reserve provisions, for environmental costs
for the three and nine month periods, respectively.  The  aggregate 
reserve  for  environmental  related costs is $1.2 million, including
a $1 million provision for the nine month period. The Company will
make additional provisions in future periods to the extent appropriate
as further information regarding these costs becomes available.

 <PAGE>
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):
                   
                                 Nine Months Ended January 31,  
 
Operations                           1996             1995  
     
 Operating revenues               $ 139,724        $ 130,493
 Net earnings                         4,664            3,426
 Net earnings per share                 .92              .63
    Annualized return on 
         shareholders' equity             8%              5.9%
 Total flight hours                 163,752          152,867

Financial Summary             January 31, 1996    April 30, 1995

 Net working capital              $  32,948         $ 29,809
 Net book value of
    property and equipment           96,063           86,248
 Long-term debt                      38,842           27,060

General Statistics                

    Helicopters Operated                258              254
    Employees                         1,669            1,649

<PAGE>
                       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. 
 

27       Financial Data Schedule.

(b)      Reports on Form 8-K

    No reports were filed on Form 8-K for the quarter ending
January 31, 1996.<PAGE>






                         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.


March 5, 1996                       By: Carroll W. Suggs /s/
                                                      
      
                                        Carroll W. Suggs
                                        Chairman of the Board,
                                        President and Chief 
                                        Executive Officer
                                       (duly authorized officer)


March 5, 1996                       By: John H. Untereker /s/    

                                                              
                                      
   
                                         John H. Untereker
                                         Vice President and
                                         Chief Financial Officer 
                                        (principal financial 
                                         officer)