=============================================================
             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:  October 31, 1997
                              
                             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
    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 December 11, 1997
             ------             --------------------------------
       Voting Common Stock            2,800,886 shares
     Non-Voting Common Stock          2,316,582 shares

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                     PART I - FINANCIAL INFORMATION
                              
Item 1.  FINANCIAL STATEMENTS

        PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                              
            CONDENSED CONSOLIDATED BALANCE SHEETS
                              
                   (Thousands of Dollars)
                         (Unaudited)
                                           October 31,     April 30,
                                           ----------      ---------
                                              1997          1997(1)
ASSETS                                     ----------      ---------
Current assets:
 Cash and cash equivalents               $    1,142     $     2,437
 Accounts receivable - net of allowance      39,359          35,547
 Inventory                                   33,079          30,202
 Prepaid expenses                             1,587           1,115
 Refundable income taxes                        -             1,344
 Notes receivable - investee companies          781           1,313
                                            -------         -------
    Total current assets                     75,948          71,958
                                            -------         -------
Notes receivable                                 22              22
Investments                                   2,583           2,480
Property and equipment:                                            
 Cost                                       252,386         244,047
 Less accumulated depreciation             (123,792)       (122,220)
                                            -------         -------      
                                            128,594         121,827
                                            -------         -------
Other                                           537             344
                                            -------         -------
                                         $  207,684     $   196,631
                                            =======         =======

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:                                               
 Accounts payable and accrued expenses   $   18,496     $    21,059
 Accrued vacation pay                         4,659           4,784
 Income taxes payable                           958             -
 Current maturities of long-term debt         4,899           4,868
                                            -------         -------
    Total current liabilities                29,012          30,711
                                            -------         -------
Long-term debt, net of current maturities    64,135          57,592
Deferred income taxes                        18,239          18,239
Other long-term liabilities                   5,784           2,673
                                                                   
Shareholders' equity:                                              
Voting common stock - par value of $ 0.10;      
  authorized 12,500,000; issued shares                            
  of 2,800,866 at October 31 and April 30       280             280           
Non-voting common stock - par value of $ 0.10;  
  authorized 12,500,000; issued shares of                           
  2,316,582 and 2,294,066 at October 31 and             
  April 30, respectively                        232             229
Additional paid-in capital                   11,087          10,810
Retained earnings                            78,915          76,097
                                            -------         -------
                                             90,514          87,416
                                            -------         -------
                                         $  207,684     $   196,631
                                            =======         =======
(1)The balance sheet at April 30, 1997 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
                              
             (Thousands of dollars, except per share data)
                               (Unaudited)


                              Three Months Ended           Six Months Ended
                                  October 31,                 October 31,
                              ------------------           ----------------
                               1997          1996          1997         1996
                               ----          ----          ----         ----  
REVENUES                                                       
 Operating revenues      $    57,521   $    55,161    $   113,435  $  105,401
 Gain on equipment                                                           
   disposals                      65            46            417          50
 Equity in net earnings
   of investee companies           5           171             99         200
                              ------        ------        -------     -------
                                                                             
                              57,591        55,378        113,951     105,651
                              ------        ------        -------     -------
EXPENSES:                                                                    
 Direct expenses              49,687        47,246         97,984      89,811
 Selling, general and                                                        
   administrative              3,985         3,265          7,885       6,245
 Interest expense              1,244         1,152          2,426       2,019
                              ------        ------        -------      ------  
                              54,916        51,663        108,295      98,075
                              ------        ------        -------      ------  
Earnings before income taxes   2,675         3,715          5,656       7,576
                                                                             
Income taxes                   1,121         1,430          2,327       3,013
                              ------        ------        -------     -------   
Net earnings             $     1,554   $     2,285    $     3,329  $    4,563
                              ======        ======        =======     =======  
Net earnings per share   $      0.30   $      0.45    $      0.65  $     0.90
                              ======        ======        =======     =======   
Weighted average common                                                        
 shares outstanding
 (thousands)                   5,104         5,076          5,099       5,076
                              ======        ======        =======     =======
                                                                             
Dividends declared per
common share             $      0.05   $      0.05    $      0.10  $     0.10
                              ======        ======        =======     =======

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)
                              

                                              Six Months Ended October 31,
                                              ----------------------------
                                                     1997        1996
                                                     ----        ----           
Cash flows from operating activities:                                  
 Net earnings                                   $    3,329  $    4,563
 Adjustments to reconcile net earnings                                
   to net cash provided by operating                                  
   activities:
    Depreciation                                     5,931       4,717
    Gain on equipment disposals                       (417)        (50)
    Equity in net earnings of investee companies       (99)       (200)
 Changes in operating assets and liabilities        (6,294)     (7,239)
 Other                                                 247         108
                                                   -------      -------
Net cash provided by operating activities            2,697       1,899
                                                   -------      -------
Cash flows from investing activities:                                  
 Investments                                         -            (657)
 Purchases of property and equipment               (13,223)    (26,445)
 Proceeds from asset dispositions                    2,895         280
                                                   -------      -------
Net cash used in investing activities              (10,328)    (26,822)
                                                   -------      ------- 
Cash flows from financing activities:                                  
 Proceeds from long-term debt                       16,000      30,925
 Payments on long-term debt                         (9,426)     (4,384)
 Dividends paid                                       (511)       (508)
 Other                                                 273         -
                                                   -------      -------
Net cash provided by financing activities            6,336      26,033
                                                   -------      -------
Increase(decrease)in cash and cash equivalents      (1,295)      1,110

                                                                        
Cash and cash equivalents at beginning of period     2,437       1,899
                                                   -------      -------
                                                                       
Cash and cash equivalents at end of period      $    1,142  $    3,009
                                                   =======      =======

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

        PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                              
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              
         SIX MONTHS ENDED OCTOBER 31, 1997 AND 1996


(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. ("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 such 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, 1997 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
fiscal  1998.  These reclassifications had no impact  on  net
income or shareholders' equity.

      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.

(2) Commitments and Contingencies

     On Monday, June 2, 1997, the Company was notified by the
National   Mediation  Board  ("NMB")  that  the  Office   and
Professional Employees International Union (OPEIU)  filed  an
application to represent flight deck crew members (helicopter
pilots)  of PHI.  On September 4, 1997 the NMB reported  that
the   Company's  helicopter  pilots  voted  to  reject  union
representation.   The  OPEIU filed objections  with  the  NMB
seeking to require a new election.  The Company is vigorously
contesting  the  OPEIU's  objections.   The  NMB   is   still
investigating the OPEIU's objections and as of  the  date  of
this  report has not rendered a decision.  On August 6, 1997,
the domestic pilots of one of the Company's chief competitors
voted  to  become  members  of this  union.   This  vote  was
certified by the NMB.

(3) New Accounting Pronouncements

     In  February  1997,  the Financial Accounting  Standards
Board issued Statement of Financial Accounting Standards  No.
128, Earnings Per Share ("FAS 128").  FAS 128 will change the
computation,  presentation  and disclosure  requirements  for
earnings per share amounts.  FAS 128 requires presentation of
"basic" and "diluted" earnings per share, as defined,
on  the  face  of the income statement for all entities  with
complex  capital  structures.   FAS  128  is  effective   for
financial statements issued for periods ending after December
15,  1997  and  requires  restatement  of  all  prior  period
earnings per share amounts.  Management does not believe that
this  pronouncement  will  have  a  material  impact  on  the
Company's  calculation or presentation  of  its  earning  per
share amounts.

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 performs helicopter transportation services
for  a  variety of hospital and medical programs and aircraft
maintenance to outside parties.

     This  discussion should be read in conjunction with  the
accompanying  financial  statements and  with  the  financial
statements for the year ended April 30, 1997 and the  related
notes  and  Management's Discussion and Analysis and  in  the
Company's Annual Report on Form 10-K.
     
RESULTS OF OPERATIONS

     The  following is a comparison of the second quarter  of
the  fiscal  year ending April 30, 1998 with  the  comparable
period of the prior fiscal year.

Second Quarter Fiscal 1998 to Second Quarter Fiscal 1997
---------------------------------------------------------
  Revenues

     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 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, provided  on  an
as needed basis that are not provided pursuant to contractual
commitments and which generally carry higher rates.

     Aeromedical 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.

     The   following  table  summarizes  and   compares   the
Company's  operating  revenues by  certain  markets  for  the
quarters ended October 31, 1997 and 1996:

             Operating Revenues for the Quarter Ended October 31,
             ----------------------------------------------------
(Thousands of dollars, except
 percentages and flight hours)
                                                       Increase
                              ----        ----       -------------
                              1997        1996          $       %
                              ----        ----        -----    ---
Oil and Gas Aviation     
Services                 $   49,769  $   47,682   $   2,087      4
                                                                  
Aeromedical Services          7,752       7,479         273      4
                             ------      ------       -----  
Total Operating Revenues $   57,521  $   55,161   $   2,360      4
                             ======      ======       =====      =
Total Flight Hours           67,435      64,948       2,487      4
                             ======      ======       =====      =

     Earnings  for  the  quarter were adversely  impacted  by
flood damage caused by Hurricane Danny to twenty-six aircraft
located  at one of the Company's field bases.  The  estimated
effect  of  this  damage was $ 0.21 per share  and  primarily
relates  to the incremental effect of lost revenue.  Although
most  of  the  damaged aircraft were repaired and  generating
revenue by the end of the quarter, the ensuing quarter  could
be  negatively  impacted as well, as three of these  aircraft
will  not  be  fully  operational until  late  in  the  third
quarter.

Oil and Gas Aviation Services
     
     Oil  and Gas revenues for the quarter ended October  31,
1997  increased  4% to $ 49.8 million from  $  47.7  million.
Flight  hours increased 4% to 62,677 hours from 60,492  hours
for   the  quarter  ended  October  31,  1997.   The  Company
primarily   attributes  the  increase  to   better   economic
conditions  in the Gulf of Mexico.  As of October  31,  1997,
the Company had fifteen more aircraft under contract than  at
October 31, 1996.
     
Aeromedical Services
     
     Aeromedical  revenues  increased  slightly  to   $   7.8
million,  or  4%,  from  $  7.5 million.   Total  Aeromedical
programs and aircraft as of October 31, 1997 were fifteen and
thirty-eight, respectively.  Aeromedical flight hours for the
quarter increased 302 hours to 4,758 hours.

Direct Expenses

     Direct  expenses increased $ 2.4 million, or  5%,  to
$49.7  million  primarily as a result of  increased  activity
levels.    Direct  expenses  as  a  percentage  of  operating
revenues   increased   slightly  decreasing   the   Company's
operating  margin  to 13.6% from 14.4% in  the  prior  year's
comparable  quarter.   The Company is incurring  higher  than
expected  maintenance costs as rapid fleet  expansion  caused
more  maintenance  to  be performed at outside  vendors.   In
addition,   the  margin  was  negatively  impacted   by   the
incremental effect of lost revenue caused by Hurricane Danny.

     Human  Resource  costs including employee benefit costs,
decreased  $  0.7  million, or 3%  to  18.9  million.  Salary
expense  increased  slightly by $  0.1  million  due  to  the
addition  of employees which was needed to support  increased
flight  activity.  This increase was primarily  offset  by  a
decline  in the Company's gain sharing program expense  which
was $ 0.6 million lower than the previous year period due  to
lower than planned earnings.

     Spare  parts usage and repairs and maintenance increased
$  2.6  million,  or 25% to $ 12.8 million.  The  Company  is
incurring higher than expected maintenance costs due to fleet
expansion  over  the  past year. In  order  to  meet  current
aircraft   utilization   requirements,   the   Company    has
significantly  increased the amount of  outside  repair  work
which is more costly than performing the work in-house.
     
     Aircraft depreciation increased $ 0.5 million, or 21% to
$  2.9  million, due to the purchase of additional  aircraft.
The  Company  purchased twenty-eight aircraft in fiscal  year
1997 and has purchased five aircraft during fiscal year 1998.
     
     Helicopter  rental expense increased $ 0.7  million,  or
22%,  to $ 3.6 million, due to the addition of several  newly
leased aircraft.  There were eighty-six leased aircraft as of
October  31,  1997 as compared to sixty-five at  October  31,
1996.
     
     All other aircraft costs decreased $ 0.4 million, or 4%,
to  $  9.0 million.  These decreases were primarily due to  a
decline in fuel prices and insurance costs.

Selling, General, and Administrative Expenses

     Selling, general and administrative expenses increased 
$ 0.7  million,  or 22%, to $ 4.0 million.  This increase was
primarily ascribable to the following: $ 0.2 million  due  to
consulting  fees  related to the information  system  upgrade
programs,  which commenced in 1996 and will continue  through
fiscal  1998;  and  $  0.3 million due  to  legal  and  other
consulting fees.

Interest Expense

     Interest  expense increased $ 0.1 million, or 8%,  to
$ 1.2  million.  This was primarily related to the increase in
the   Company's  long-term  debt.   Average  long-term   debt
increased $ 9.8 million over the prior year second quarter.

First Six Months Fiscal 1998 to First Six Months Fiscal 1997
------------------------------------------------------------

       The  following  table  summarizes  and  compares   the
Company's  revenues  by certain markets for  the  six  months
ended October 31, 1997 and 1996:

                    Revenues for the Six Months Ended October 31,
                    ---------------------------------------------
(Thousands of dollars, except
 percentages and flight hours)
                                                       Increase
                              ------        ------    ----------
                               1997          1996        $     %
                              ------        ------    ------   -
Oil and Gas Aviation      
Services                  $   97,786   $    90,286  $ 7,500    8
                                                               
Aeromedical Services          15,649        15,115      534    4
                             -------       -------    -----   
Total Operating Revenues  $  113,435   $   105,401  $ 8,034    8
                             =======       =======    =====    =      
Total Flight Hours           134,549       127,824    6,725    5
                             =======       =======    =====    =           
Oil and Gas Aviation Services
     
     Oil  and  Gas revenues for the six months ended  October
31,  1997 increased 8% to $ 97.8 million from $ 90.3 million.
Flight hours increased 5% to 125,084 hours from 118,646 hours
for  the six months ended October 31, 1997.  The increase  is
primarily attributable to better economic conditions  in  the
Gulf  of  Mexico.   As of October 31, 1997, the  Company  had
fifteen  more  aircraft under contract than  at  October  31,
1996.
     
Aeromedical Services
     
     The  Company operates fifteen programs and  a  total  of
thirty-eight  aircraft in the Aeromedical Services  industry.
Aeromedical revenues increased slightly to $ 15.6 million, or
4%,  from  $ 15.1 million. Aeromedical flight hours increased
287 hours, or 3%, to 9,465 hours.  The increase in revenue is
due  primarily  to the addition of one new  program  and  two
additional aircraft under existing contracts, as compared  to
October 31, 1996.

Direct Expenses

     Direct  expenses increased $ 8.2 million, or  9%,  to
$ 98.0  million  associated  with  increased  activity  levels.
Direct   expenses  as  a  percentage  of  operating  revenues
increased slightly decreasing the Company's operating  margin
to  13.6%  from  14.8%  in the prior year.   The  Company  is
incurring  higher than expected maintenance  costs  as  rapid
fleet  expansion caused more maintenance to be  performed  at
outside vendors.

     Human  Resource costs including employee benefit costs,
increased  $  0.1 million to $ 37.9 million.  Salary  expense
increased  by $ 1.3 million due to the addition of  employees
which was needed to support increased flight activity.   This
increase  was primarily offset by a decline in the  Company's
gain  sharing  program expense which was $ 1.3 million  lower
than  the  previous  year period due to  lower  than  planned
earnings.

     Spare  parts usage and repairs and maintenance increased
$  4.9  million,  or 25% to $ 24.6 million.  The  Company  is
incurring higher than expected maintenance costs due  to  the
increase in fleet size over the past year.  In order to  meet
current  aircraft utilization requirements, the  Company  has
significantly increased the amount of work sent  for  outside
repair,  which is more costly than performing  the  work  in-
house.
     
     Aircraft depreciation increased $ 1.0 million, or 21% to
$  5.6  million, due to the purchase of additional  aircraft.
The  Company  purchased twenty-eight aircraft in fiscal  year
1997 and has purchased five aircraft during fiscal year 1998.
     
     Helicopter  rental expense increased $ 1.1  million,  or
18%,  to $ 7.1 million, due to the addition of several  newly
leased aircraft.  There were eighty-six leased aircraft as of
October  31,  1997  as  compared  to  sixty-five  at  October
31, 1996.
     
     All other aircraft costs increased $ 0.7 million, or 4%,
to  $  18.4 million.  These increases were primarily  due  to
increased  flight activity and additional costs incurred  for
the  Company's training program offset by a decline  in  fuel
prices   and  insurance  costs.   The  Company  incurred   an
additional  $  0.1 million in outside training costs  in  the
fiscal  1998  period as compared to the same  period  in  the
prior year.

Selling, General, and Administrative Expenses

     Selling, general and administrative expenses increased
$ 1.6  million,  or 26%, to $ 7.9 million.  This  increase  was
primarily ascribable to the following: $ 0.5 million  due  to
consulting   fees  related  to  information  system   upgrade
programs,  which commenced in 1996 and will continue  through
fiscal  1998;  and  $  0.7 million due  to  legal  and  other
consulting fees.

Interest Expense

     Interest expense increased $ 0.4 million or 20% to $ 2.4
million.  This was primarily related to the increase  in  the
Company's long-term debt.  Average long-term debt increased
$ 14.8 million over the prior year period.

LIQUIDITY AND CAPITAL RESOURCES

     The following is a comparison of the first six months of
the  fiscal  year ending April 30, 1998 with the year  ending
April 30, 1997.

     The Company's cash position as of October 31, 1997 was
$ 1.1 million compared to $ 2.4 million at April 30, 1997, the
Company's fiscal year end.  Working capital increased  $  5.7
million  from  $ 41.2 million at fiscal year end  to  $  46.9
million.   The increase was primarily related to an  increase
in accounts receivable, prepaid expenses and inventory of
$   3.8   million,  $  0.5  million,   and  $  2.9   million,
respectively, and a decrease in accounts payable and  accrued
expenses of $ 2.6 million.  This was partially offset by  the
combined  changes  in  refundable income  taxes/income  taxes
payable and notes receivable of $ 2.8 million and a $ 1.3
million decline in the Company's cash position.
     
     Total  long-term debt increased $ 6.5 million to $  64.1
million  as  a  result of the investing activities  described
below.   The Company's current debt obligation totals  $  4.9
million,  payable in equal quarterly installments, which  the
Company  intends to pay with cash flow from  operations.   At
October  31,  1997,  the Company had $ 17 million  of  credit
capacity  available under its credit facility.   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 agreement.
     
     Cash provided by operating activities was $ 2.7 million.
Investing  activities  primarily included  the  purchase  and
completion  of  several aircraft, aircraft improvements,  and
engines for $ 13.2 million.  Proceeds from asset dispositions
were primarily due to the sale of two aircraft that no longer
met  PHI  fleet  requirements.  A gain of $ 0.3  million  was
recognized  relating  to  the sale  transactions.   Investing
activities were primarily funded through increased borrowings
under  the Company's credit facility.  The Company also  paid
dividends  of  $  0.05 per share during both  the  first  and
second quarters of fiscal 1998.
     
     The  Company continues to review selected domestic bases
for possible fuel contamination resulting from routine flight
operations.   The Company has expensed, including  provisions
for environmental costs, $  0.7  million for the six months
ended October 31, 1997  as compared to $  0.8 million for the
comparable period in fiscal year 1997.  The  aggregate liability
for environmental related  costs  at October  31, 1997 is $ 1.9
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  has  considered the impact  of  Year  2000
issues   on   its  computer  systems  and  applications.    A
remediation plan has been developed and conversion activities
are  in  process in conjunction with the current  information
systems upgrade and is expected to be completed and tested in
1998.

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 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  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.  PHI undertakes no  obligation
to update publicly any forward looking statements, whether as
a result of new information, future events or otherwise.
     
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):

                                  Six Months Ended October 31,
                                  ---------------------------
Operations                            1997           1996
                                    -------         -------              
    Operating revenues           $  113,435    $    105,401
    Net earnings                      3,329           4,563
    Net earnings per share             0.65            0.90
    Book value per share              17.45           16.46
    Annualized return on               
      shareholders' equity              7.5%           10.9%
    Total flight hours - operated   134,549         127,824

                                                           
Financial Summary               October 31, 1997    April 30,1997
                                ----------------    -------------
    Net working capital          $   46,936        $    41,247
    Net book value of property      
      and equipment                 128,594            121,827
    Long-term debt                   64,135             57,592
                                                            
General Statistics                                         
    Aircraft Operated                   319                314
    Employees                         1,875              1,851
                              
                              
                 Part II - OTHER INFORMATION
                              
Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The annual meeting of the stockholders of the Company
was held on October 21, 1997, at which time the stockholders
elected the following directors:
     
     
Nominees                    For                Withheld
--------                    ---               ---------
Carroll W. Suggs         2,529,216              7,645
                                                     
Leonard M. Horner        2,529,137              7,724
                                                     
Robert G. Lambert        2,329,206              7,655
                                                     
James W. McFarland       2,529,159              7,702
                                                     
Bruce N. Whitman         2,529,174              7,687
                              
                              

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

     No  reports  were  filed on Form 8-K for the  quarter  ending
     October 31,  1997.

                         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.


December 11, 1997             By: /s/ Carroll W. Suggs
                              -------------------------------

                              Carroll W. Suggs
                              Chairman of the Board, President
                              and Chief Executive Officer
                              (duly authorized officer)


December 11, 1997             By: /s/ John H. Untereker
                              -------------------------------

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