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, 1998
                                
                               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 March 11, 1998
             -----               -----------------------------
       Voting Common Stock             2,800,886 shares
     Non-Voting Common Stock           2,352,935 shares


                 PART I - FINANCIAL INFORMATION
                                
Item 1.  FINANCIAL STATEMENTS

          PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                                
              CONDENSED CONSOLIDATED BALANCE SHEETS
                                
            (Thousands of dollars, except share data)
                           (Unaudited)
                                           January 31,   April 30,
                                          -----------   ----------
                                              1998        1997(1)
ASSETS                                      --------     --------              
Current assets:                                                  
 Cash and cash equivalents               $     3,424   $    2,437
 Accounts receivable - net of allowance       42,422       35,547
 Inventory                                    35,127       30,202
 Prepaid expenses                              1,345        1,115
 Refundable income taxes                         -          1,344
 Notes receivable - investee companies           445        1,313
                                          ----------    ---------
    Total current assets                      82,763       71,958
                                          ----------    ---------
Investments                                    2,653        2,480
Property and equipment:                                          
 Cost                                        255,640      244,047
 Less accumulated depreciation              (120,647)    (122,220)
                                          ----------    ---------
                                             134,993      121,827
                                          ----------    ---------
Other                                            593          366
                                          ----------    ---------
                                         $   221,002   $  196,631
                                          ==========    =========             

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:                                             
 Accounts payable and accrued expenses   $    20,925   $   21,059
 Accrued vacation pay                          5,305        4,784
 Income taxes payable                          1,579          -
 Current maturities of long-term debt          4,915        4,868
                                          ----------    ---------
    Total current liabilities                 32,724       30,711

                                          ----------    ---------
Long-term debt, net of current                
 maturities                                   71,300       57,592
Deferred income taxes                         18,239       18,239
Other long-term liabilities                    6,197        2,673
Minority interest                                177          -
                                                                 
Shareholders' equity:                                            
 Voting common stock - par value of
   $0.10; authorized 12,500,000;
   issued shares of 2,800,866 at
   January 31 and April 30                       280          280
 Non-voting common stock - par value of                          
   $ 0.10; authorized 12,500,000;
   issued shares of  2,319,082 and
   2,294,066 at January 31 and                             
   April 30, respectively                        232          229
 Additional paid-in capital                   11,119       10,810
 Retained earnings                            80,734       76,097
                                          ----------    ---------
                                              92,365       87,416
                                          ----------    ---------
                                         $   221,002  $   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      Nine Months Ended             
                             January 31,             January 31,
                         -------------------    -------------------
                           1998        1997       1998        1997
                         -------     -------    -------     -------
REVENUES:                                                          
 Operating revenues    $  58,803   $  53,269  $ 172,238   $ 158,670
 Other income(deductions)    679        (701)     1,195        (451)
                         -------     -------    -------     -------
                          59,482      52,568    173,433     158,219
                         -------     -------    -------     -------             
EXPENSES:                                                          
 Direct expenses          51,081      46,181    149,065     135,992
 Selling, general                                              
   and administrative      4,021       2,953     11,906       9,198
 Interest expense          1,325       1,181      3,751       3,200
                         -------     -------    -------     -------
                          56,427      50,315    164,722     148,390
                         -------     -------    -------     -------             
Earnings before           
   income taxes            3,055       2,253      8,711       9,829
                                                                   
Income taxes               1,235         939      3,562       3,952
                         -------     -------    -------     -------

Net earnings           $   1,820   $   1,314   $  5,149   $   5,877
                         =======     =======    =======     =======            
BASIC:                                                             
 Earnings per common   
   share               $    0.36   $    0.26   $   1.01   $    1.16
                         =======     =======    =======     =======             
DILUTED:                                                            
 Earnings per common   
   share               $    0.35   $    0.25   $   0.99   $    1.14
                         =======     =======    =======     =======            
                                                                   
Weighted average common
   shares outstanding      5,118       5,078      5,106       5,077
                                                                   
Incremental common shares
   from stock options and            
   restricted shares          84          89         87          89
                         -------     -------    -------     -------
                                                                   
Weighted average common
   shares and equivalents  5,202       5,167      5,193       5,166
                         =======     =======    =======     =======
                                                                   
Dividends paid                                                 
per common share       $    0.05   $    0.05   $   0.15   $    0.15
                         =======     =======    =======     =======

                                   
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)
                                
                               
                                  Nine Months Ended January 31,
                                  -----------------------------
                                        1998          1997
                                     --------      --------

Cash flows from operating activities:
 Net earnings                        $  5,149      $  5,877
 Adjustments to reconcile net
   earnings to net cash provided
   by operating activities:
    Depreciation                        9,210         7,277
    Gain on equipment disposals        (2,027)          (93)
    Equity in net earnings of            
      investee companies                 (167)          544
 Changes in operating assets and        
   liabilities                         (8,647)      (10,159)
 Other                                    436           254
                                     --------      --------
Net cash provided by operating          
 activities                             3,954         3,700
                                     --------      --------

Cash flows from investing activities:
 Investments/acquisitions              (8,754)         (957)
 Purchases of property and equipment  (19,568)      (30,657)
 Proceeds from asset dispositions      12,063         2,065
                                     --------      --------                
Net cash used in investing            
 activities                           (16,259)      (29,549)
                                     --------      --------

Cash flows from financing activities:
 Proceeds from long-term debt          30,150        38,425
 Payments on long-term debt           (16,395)      (11,587)
 Proceeds from exercise of stock
   options                                328            63
 Dividends paid                          (767)         (762)
 Other, net                               (24)          (37)
                                     --------      --------
 Net cash provided by financing
  activities                           13,292        26,102
                                     --------      --------

Increase in cash and cash equivalents     987           253
                                                           
Cash and cash equivalents at            
 beginning of period                    2,437         1,899
                                     --------      --------
                                                           
Cash and cash equivalents at end     
 of period                           $  3,424      $  2,152
                                     ========      ========                
                                                           

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


          PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                                
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                
           NINE MONTHS ENDED JANUARY 31, 1998 AND 1997
                                
                           (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  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 a new election.  This
reelection request was granted on January 30, 1998.  The  ballots
will be counted by the NMB on March 31, 1998.

(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    changes   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.   The  Company adopted FAS  128  effective  with  the
quarter   ended   January  31,  1998  on  a  retroactive   basis;
accordingly,  per  share amounts for the quarter  and  nine-month
period  ended January 31, 1997, have been restated to conform  to
the requirements of FAS No. 128.

(4) AirEvac Services, Inc. Acquisition

      On December 31, 1997, PHI purchased the assets of Samaritan
AirEvac  for  approximately $ 8.8 million. The purchase  involved
all of the operating assets and business of Samaritan AirEvac, an
aeromedical services division of Samaritan Health System based in
Arizona and a customer of PHI's since June 12, 1993.

     The assets were acquired by a new wholly-owned subsidiary of
PHI, AirEvac Services, Inc. (AirEvac), including one Lear Jet and
five Cessna 441's equipped for medical transportation.

     The cost of the acquisition was allocated under the purchase
method  of  accounting based upon the fair value  of  the  assets
acquired  and  liabilities  assumed.  The  results  of  AirEvac's
operations  have  been  consolidated with the  Company's  results
effective  January  1,  1998.   The  pro-forma  effects  of  this
acquisition, as if it occurred on May 1, 1996, are not material.

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

     The  Company  is engaged in providing helicopter  transporta
tion  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 together  with  the
related  notes  and  Management's  Discussion  and  Analysis   of
Financial Condition and Results of Operations.
     
RESULTS OF OPERATIONS

  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  reflect higher rates.   Oil  and  Gas  Aviation
Services  are  provided primarily in the United States  and  also
consists of third party maintenance services.

     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.  AirEvac, 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.
     
Third Quarter Fiscal 1998 to Third Quarter Fiscal 1997
-------------------------------------------------------

      The  following table summarizes and compares the  Company's
operating  revenues  by certain markets for  the  quarters  ended
January 31, 1998 and 1997:

                        Operating Revenues for the Quarter
                        ----------------------------------
                                 Ended January 31,
(Thousands of dollars,           -----------------
 except percentages and
 flight hours)
                                                  Increase
                           1998        1997        $     %
                        --------    --------     -----  ---                     
Oil and Gas Aviation   
 Services              $  50,436   $  45,948  $  4,488   10                   
                                                        
Aeromedical Services       8,367       7,321     1,046   14
                        --------    --------     -----  

Total Operating  
 Revenues              $  58,803   $  53,269  $  5,534   10
                        ========    ========     =====  ===

Total Flight Hours        60,201      55,837     4,364    8
                        ========    ========     =====  ===


Oil and Gas Aviation Services
     
     Oil  and Gas revenues for the quarter ended January 31, 1998
increased  10%  to  $ 50.4 million from $ 45.9  million.   Flight
hours  increased  8% to 55,828 hours from 51,789  hours  for  the
quarter  ended January 31, 1998.  Strong activity levels  in  the
Gulf  of  Mexico coupled with rate increases in the third quarter
resulted in higher revenues.  The Company anticipates that  these
rate  increases, when fully effective, will increase revenues  by
approximately  $  13 million per year assuming  current  activity
levels.  The  1998 quarter revenues reflected approximately $ 2.0
million due to rate increases.
     
Aeromedical Services
     
     Aeromedical  revenues increased to $ 8.4  million,  or  14%,
from  $ 7.3 million.  Total Aeromedical programs and aircraft  as
of  January 31, 1998 were 14 and 46, respectively, including  the
recently  acquired  aircraft  through  the  AirEvac  acquisition,
versus  15  Aeromedical programs and 40 aircraft at  January  31,
1997.   Aeromedical  flight hours for the quarter  increased  325
hours  to  4,373  hours.  Of the increase  in  flight  hours  and
revenues,  AirEvac  accounted for 433 hours and  $  1.0  million,
respectively.

Direct Expenses

     Direct  expenses increased $ 4.9 million, or 11%, to $  51.1
million  primarily  as  a  result of increased  activity  levels.
Direct  expenses  as a percentage of operating revenues  remained
relatively  constant  with the Company maintaining  an  operating
margin of 13%.

     Human  Resource  costs  including  employee  benefit  costs,
increased  $  1.5  million, or 8%, to  $  19.9  million.   Salary
expense  increased  by $ 1.4 million due to additional  employees
needed  to support increased flight activity and the addition  of
approximately  200 employees with the purchase of  AirEvac.  This
increase  was  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.   Future  human
resource costs are expected to increase as all employees received
a 4% general wage increase effective January 1, 1998.  Due to the
continued  pressure to attract and retain qualified personnel,  a
new  pay  plan was also implemented in February which is expected
to  increase salary expense by an additional 6.5% over  the  next
twelve months.

     Spare   parts  usage  and  repairs  and  maintenance   costs
increased $ 1.2 million, or 11%, to $ 12.4 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.  The Company is in the process  of
developing plans with the objective of  restoring these costs  to
their historical relationships.

     Aircraft  depreciation  increased  $ 0.6 million, or 23%, to
$ 3.1 million  due  to  the  purchase/acquisition  of  additional
aircraft.  The Company purchased twenty-eight aircraft in  fiscal
year  1997 and has acquired an additional fifteen aircraft during
fiscal  year  1998, including one Lear Jet and five Cessna  441's
ascribable to the AirEvac acquisition.
     
     Helicopter rental expense increased $ 0.6 million,  or  19%,
to  $  3.8  million due to the addition of several  newly  leased
aircraft.   There were ninety-one leased aircraft as  of  January
31, 1998 as compared to seventy-two at January 31, 1997.
     
     All other aircraft costs increased $ 1.0 million, or 12%, to
$  9.7  million,  including $ 0.6 million due to higher  aircraft
insurance costs.

Selling, General, and Administrative Expenses

     Selling, general and administrative expenses increased $ 1.1
million to $ 4.0 million.  This increase was principally
attributable to the following: $ 0.2 million due to consulting fees
primarily  related  to the information system  upgrade  programs,
which  commenced in  1996 and will continue into fiscal 1999; and
$ 0.7 million due to legal and other consulting fees.

Interest Expense

     Interest expense increased $ 0.1 million, or 12%, to  $  1.3
million.   This  was  primarily related to the  increase  in  the
Company's long-term debt.  Average long-term debt increased $ 8.6
million over the prior year's third quarter.

First Nine Months Fiscal 1998 to First Nine Months Fiscal 1997
--------------------------------------------------------------

  Revenues

      The  following table summarizes and compares the  Company's
revenues by certain markets for the nine months ended January 31,
1998 and 1997:

                          Operating Revenues for the Nine
                          -------------------------------
                              Months Ended January 31,
                              ------------------------
(Thousands of dollars,
 except percentages and
 flight hours)
                                                   Increase
                           1998        1997        $      %
                         -------     -------    ------  ----
Oil and Gas Aviation
 Services             $  148,222  $  136,234  $ 11,988    9
                                                        
Aeromedical Services      24,016      22,436     1,580    7
                         -------     -------    ------
                                                        
Total Operating       
 Revenues             $  172,238  $  158,670  $ 13,568    9
                         =======     =======    ======  ====
                                                        
Total Flight Hours       194,750     183,661    11,089    6
                         =======     =======    ======  ====
     
Oil and Gas Aviation Services
     
     Oil  and Gas revenues for the nine months ended January  31,
1998  increased  9%  to $ 148.2  million  from  $ 136.2  million.
Flight hours increased 6% to 180,912 hours from 170,435 hours for
the  nine  months ended January 31, 1998.  Strong activity levels
coupled  with  rate  increases  in  the third quarter resulted in
higher revenues.  The Company anticipates that these rate increases
will continue to have a positive impact on revenues, and will help
to offset anticipated increases in salary and other expenses.

Aeromedical Services
     
     The  Company operates 14 programs and a total of 46 aircraft
in  the  Aeromedical  Services  industry.   Aeromedical  revenues
increased  to  $  24.0  million, or  7%,  from  $  22.4  million.
Aeromedical  flight hours increased 612 hours, or 5%,  to  13,838
hours.   Of  the  increase in flight hours and revenues,  AirEvac
accounted for 433 hours and $ 1.0 million, respectively.

Direct Expenses

     Direct expenses increased $ 13.1 million, or 10%, to $ 149.1
million  associated  with  increased  activity  levels.    Direct
expenses as a percentage of operating revenues increased slightly
decreasing the Company's operating margin to 13.5% from 14.3%  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  $  1.6  million  to $ 57.9  million.   Salary  expense
increased by $ 2.8 million due to additional employees needed  to
support  increased flight activity.  This increase was  primarily
offset by a decline in the Company's gain sharing program expense
which  was $ 1.9 million lower than the previous year period  due
to  lower than planned earnings.  Future human resource costs are
expected to increase as all employees received a 4% general  wage
increase  effective  January  1,  1998.   Due  to  the  continued
pressure  to attract and retain qualified personnel,  a  new  pay
plan  was  also  implemented in February  which  is  expected  to
increase  salary  expense by an additional  6.5%  over  the  next
twelve months.

     Spare   parts  usage  and  repairs  and  maintenance   costs
increased $ 6.1 million, or 20%, to $ 37.0 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.
The  Company  is  in  the process of developing  plans  with  the
objective of restoring these costs to their historical relationships.
     
     Aircraft  depreciation  increased  $ 1.6 million, or 22%, to
$ 8.7  million  due  to the purchase of additional  aircraft. The
Company  purchased twenty-eight aircraft in fiscal year 1997  and
has  acquired fifteen aircraft during fiscal year 1998, including
one Lear Jet and five Cessna 441's with the AirEvac acquisition.
     
     Helicopter rental expense increased $ 1.7 million,  or  19%,
to  $  10.9  million due to the addition of several newly  leased
aircraft.   There were ninety-one leased aircraft as  of  January
31, 1998 as compared to seventy-two at January 31, 1997.
     
     All other aircraft costs increased $ 1.7 million, or 6%,  to
$  28.0 million.  These increases were primarily due to increased
flight activity and insurance costs partially offset by a decline
in fuel prices.

Selling, General, and Administrative Expenses

     Selling, general and administrative expenses increased $ 2.7
million, or 29%, to $ 11.9 million.  This increase was ascribable
to  the  following:  $ 0.7 million due to consulting fees and  an
additional  $  0.4 million of depreciation primarily  related  to
information system upgrade programs, which commenced in 1996  and
will continue through fiscal 1999; and $ 1.2 million due to legal
and other consulting fees.

Interest Expense

     Interest expense increased $ 0.6 million, or 17%, to  $  3.8
million.   This  was  primarily related to the  increase  in  the
Company's long-term debt. Average long-term debt increased $ 12.7
million over the prior year period.

LIQUIDITY AND CAPITAL RESOURCES

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

     The Company's cash position as of January 31, 1998 was $ 3.4
million  compared  to  $ 2.4  million  at  April   30,  1997, the
Company's  fiscal  year  end.  Working  capital  increased  $ 8.8
million from $ 41.2 million at fiscal year end to $ 50.0 million.
The  increase  was  primarily  related  to an increase  in  cash,
accounts  receivable,  prepaid  expenses  and  inventory of $ 1.0
million, $  6.9  million,  $ 0.2  million,  and  $  4.9  million,
respectively,  and  a  decrease  in  accounts payable and accrued
expenses  of  $ 0.1  million.  This  was  partially offset by the
combined changes in refundable income taxes/income  taxes payable
and notes receivable of $ 3.8 million.
     
     Total  long-term  debt increased $ 13.7 million  to  $  71.3
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.  On December  31,
1997  the  Company's  wholly-owned subsidiary,  AirEvac  Services
Inc.,  and the Company's principal lending group ratified a  loan
agreement.  This  agreement  provides  $ 5.0  million  and $ 6.25 
million revolver  and term credit facilities,  respectively.
This loan is secured by certain assets of AirEvac and is guaranteed
by  the Company.  Inclusive of this new agreement, the Company at
February 27, 1998 had $ 21.0 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  provided  by operating activities was $  4.0  million.
Investing  activities  included the purchase  and  completion  of
several aircraft, aircraft improvements, and engines for  $  19.6
million.  Additionally, the Company acquired all of the operating
assets  of  Samaritan  AirEvac  from  Samaritan Health System for
$ 8.8  million.   The  purchase included one Lear  Jet  and  five
Cessna  441  aircraft.   Proceeds from  asset  dispositions  were
primarily  due to the sale of four S76s, two BK117s  and  several
other aircraft that no longer met PHI fleet requirements.  A gain
of   $   2.2  million  was  recognized  relating  to  these  sale
transactions  and  is included in the Consolidated  Statement  of
Earnings   caption,   "Other  income  (deductions)."    Investing
activities  were  primarily funded through  increased  borrowings
under  the  Company's credit facilities.  The Company  also  paid
dividends of $ 0.05 per share during the first, second, and third
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,  $ 1.2 million for the  nine  months  ended
January  31, 1998 as compared to $ 1.6 million for the comparable
period   in   fiscal  year  1997.   The  aggregate  accrual   for
environmental related costs at January 31, 1998 is $ 2.3  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.  The  Company  is
unable to state at this time whether the impact of the Year  2000
issues will or will not be material.


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):

                                Nine Months Ended January 31,
                              --------------------------------
Operations                          1998            1997
                                 ---------       ---------

    Operating revenues          $  172,238      $  158,670
    Net earnings                     5,149           5,877
    Net earnings per diluted share    0.99            1.14
    Book value per diluted share     17.31           16.28
    Annualized return on               
      shareholders' equity             7.6%            9.3%
    Total flight hours -           
      operated                     194,750         183,661
                                                           
Financial Summary             January 31, 1998   April 30, 1997
                              ----------------   --------------
                                                           
    Net working capital          $   50,039     $   41,247
    Net book value of property      
      and equipment                 134,993        121,827
    Long-term debt                   71,300         57,592
                                                           
General Statistics                                         
    Aircraft operated                   317            314
    Employees                         2,111          1,851
                                


                   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).

10.1 Loan  Agreement  dated  as of December 31, 1997  among AirEvac
     Services Inc., Whitney National Bank, First  National Bank  of
     Commerce, and NationsBank of Texas, N.A.

10.2 Asset  Purchase  Agreement  between  Samaritan  Health  System
     and AirEvac Services, Inc.

27   Financial Data Schedule

(b)  Reports on Form 8-K

     No  reports  were  filed  on  Form 8-K  for  the quarter ending
     January 31, 1998.


                           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 13, 1998                         By: /s/ Carroll W. Suggs

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


March 13, 1998                         By: /s/ John H. Untereker

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