SECOND AMENDMENT TO AMENDED AND
                   RESTATED LOAN AGREEMENT


          This SECOND AMENDMENT TO AMENDED AND RESTATED LOAN
AGREEMENT (this "Amendment") is being entered into as of the
30th   day   of  November,  1998,  by  and  among  PETROLEUM
HELICOPTERS, INC., a Louisiana corporation (the  "Company"),
NATIONSBANK  OF TEXAS, N.A., a national banking  association
("NationsBank"),  WHITNEY NATIONAL BANK, a national  banking
association  ("Whitney"),  BANK  ONE,  LOUISIANA,  N.A.,   a
national  banking association ("Bank One" (as  successor  by
merger  to  First  National Bank  of  Commerce,  a  national
banking  association ("FNBC")) and together with NationsBank
and  Whitney, being hereinafter referred to collectively  as
the "Banks", and NationsBank as agent for the Banks (in such
capacity, the "Agent").

                   PRELIMINARY STATEMENTS

(1)                 The Company, NationsBank, Whitney, FNBC
and the Agent have entered into that certain Loan Agreement,
originally  dated  as of January 31, 1986,  as  amended  and
restated  in  its  entirety as of March  31,  1997,  and  as
amended  by  that  certain First Amendment  to  Amended  and
Restated Loan Agreement, dated as of December 31, 1997 (such
Loan  Agreement, as so amended and restated and as the  same
may  be further amended from time to time, being hereinafter
referred  to  as the "Loan Agreement").  Terms used  herein,
unless otherwise defined herein, shall have the meanings set
forth in the Loan Agreement.

(2)                  FNBC has merged with and into Bank One.

(3)                  The Company, the Banks and the Agent now
wish  to  amend the Loan Agreement to provide,  among  other
things,  (a)  for  a conversion of $7,000,000  of  principal
amount   of  the  Revolving  Credit  Loans  outstanding   to
$7,000,000 principal outstanding of Term Loans, (b)  for  an
extension  of  the Conversion Date and the Termination  Date
with  respect  to  Revolving Credit  Loans  under  the  Loan
Agreement  and  (c)  for a change in the  principal  payment
dates  and  principal payment amounts with respect  to  Term
Loans  under  the Loan Agreement to reflect the increase  in
principal amount of Term Loans outstanding and the extension
of the Termination Date of the Term Loans.

           NOW,  THEREFORE, in consideration of the premises
and  for  other good and valuable consideration, the receipt
and  sufficiency  of  which  are  hereby  acknowledged,  the
Company, the Banks and the Agent hereby agree as follows:

        1.           Section  1.01 of the Loan Agreement  is
amended  by  adding  the  following  definitions  after  the
definition of 1988 Loan Agreement:

                "1997 Term Loan" shall have the meaning  set
                forth in Section 2.01(a).

                "1997 Term Loan Note" shall have the meaning
                set forth in Section 2.01(a).

        2.           The definition of "Conversion Date"  in
Section 1.01 of the Loan Agreement is hereby amended in  its
entirety to read as follows:

                 "Conversion  Date"   shall   mean
                  October 31, 2000.

        3.           The definition of "Termination Date" in
Section 1.01 of the Loan Agreement is hereby amended in  its
entirety to read as follows:

                "Termination Date", in the case of
                the  Term Loans, shall have the  meaning
                given  such  term in Subsection  2.01(b)
                and, in the case of the Revolving Credit
                Loans, shall mean October 31, 2005.

        4.          Section 2.01(a) of the Loan Agreement is
hereby amended in its entirety to read as follows:

                     (i)        Upon  the terms  and
          conditions set forth in this Agreement  as
          then   in   effect,  each   Bank   agreed,
          effective as of March 31, 1997, to  renew,
          modify and extend the loans made by it  to
          the  Company pursuant to the Prior Amended
          and  Restated Loan Agreement and converted
          $40,000,000  of  such loans  to  principal
          outstanding  under  a term  facility  (the
          "1997  Term Loans").  After giving  effect
          to   the   foregoing,  each  Bank's   1997
          Term  Loan  was evidenced by a  Term  Loan
          Note (a "1997 Term Loan Note"), payable to
          the order of such Bank in installments and
          bearing interest payable ( as provided  in
          therein and in this Agreement, as then  in
          effect.)     The   conversion    of    the
          indebtedness  due to each Bank  under  the
          loans made to the Company pursuant to  the
          Prior  Amended and Restated Loan Agreement
          into the 1997 Term Loans did not effect  a
          novation  of,  but  was,  to  the  fullest
          extent    applicable,   in   modification,
          renewal,   extension,  rearrangement   and
          replacement  of,  the loans  made  by  the
          Banks to the Company pursuant to the Prior
          Amended and Restated Loan Agreement.

                     (ii)       Upon the  terms  and
          conditions set forth in this Agreement, as
          of November 30, 1998, each Bank has agreed
          to,  and  does hereby, renew,  modify  and
          extend   its   Ratable   Share   of    the
          $33,000,000 principal amount of  the  1997
          Term  Loans outstanding as of such and  to
          convert   its   Ratable   Share   of   the
          $7,000,000  of  the  aggregate   principal
          amount  of  the  Revolving  Credit   Loans
          outstanding as of such date to  $7,000,000
          principal  outstanding   under  the   term
          facility    of   this   Agreement.     The
          $40,000,000 aggregrate principal amount of
          term  loans  resulting from such  renewal,
          modification and extension, and from  such
          conversion, are herein referred to as  the
          "Term Loans".  After giving effect to  the
          foregoing, each Bank's Term Loan shall  be
          evidenced by a Term Loan Note, which shall
          replace  the 1997 Term Loan Note  held  by
          such  Bank  and  shall be payable  to  the
          order  of  such  Bank in installments  and
          bearing   interest  payable   (except   as
          otherwise  provided in Article 3  of  this
          Agreement)  on each Interest Payment  Date
          and  on  the date when such Term  Loan  is
          paid  in  full  at the rate or  rates  set
          forth  in  Section 2.04 of this Agreement.
          The  conversion  of  each  Bank's  Ratable
          Share    of   the   $7,000,000   aggregate
          principal amount of Revolving Credit Loans
          made  to  the  Company  pursuant  to  this
          Agreement prior to November 30, 1998  into
          an  equal  principal amount of Term  Loans
          hereunder shall not effect a novation  of,
          but   shall  be,  to  the  fullest  extent
          applicable,   in  modification,   renewal,
          extension,  rearrangement and  replacement
          of,  such Revolving Credit Loans  made  by
          the  Banks to the Company pursuant to this
          Agreement.   Such  conversion  shall   not
          result  in  a reduction in the  Commitment
          of any Bank

        5.  Section 2.01(b) of the Loan Agreement is
hereby amended in its entirety to read as follows:

                The aggregate principal amount  of
          the  Term  Loans  shall  be  payable  in
          quarterly installments each in an amount
          equal   to   (i)   for   all   quarterly
          installments prior to November 10,  2005
          (the "Termination Date"), $1,000,000 and
          (ii)  for the quarterly installment  due
          on  the  Termination Date,  $13,000,000,
          which  quarterly installments  shall  be
          payable   on  the  tenth  day  of   each
          February,  May, August and  November  of
          each  year commencing February 10,  1999
          and  ending  on the first such  date  on
          which  the  aggregate  unpaid  principal
          amount  of the Term Loans shall be  paid
          in   full   by   reason   of   quarterly
          installments paid as aforesaid  and  any
          prepayments made pursuant to  Article  3
          or  otherwise (but in any event no later
          than the Termination Date).

        6.          Subsection 2.02(b) of the Loan Agreement
is  amended by deleting "January 31, 2000" and replacing  it
with "January 31, 2001".

        7.          Exhibit  A-1 to the Loan  Agreement  is
hereby deleted and replaced by Exhibit A-1 attached hereto.

        8.           Each reference in the Loan Agreement to
"this  Agreement", "hereunder", "herein" or  words  of  like
import  shall mean and be a reference to the Loan  Agreement
as  amended to date.  Unless otherwise indicated, terms used
in  this Amendment have the same meanings herein as  in  the
Loan Agreement.

        9.            The Loan Agreement, as amended to date,
is  in  all respects ratified and confirmed, and all of  the
rights and powers created thereby or thereunder shall be and
remain in full force and effect.

        10.           The Company hereby represents that  (a)
after  giving effect to the amendments contemplated  herein,
the  representations and warranties contained  in  the  Loan
Agreement, the Notes, the Security Documents, and any  other
documents  or  instruments executed in connection  with  the
Loan Agreement (collectively, the "Loan Documents") are true
and  correct on and as of the date hereof as though made  on
and  as  of such date, (b) upon execution of this Amendment,
the Company will not be in default in the due performance of
any  covenant on its part in the Loan Documents, and (c)  no
Default  or  Event of Default has occurred and is continuing
or is imminent.

        11.          The Company acknowledges, confirms, and
warrants  that the Security Documents and any other security
instruments executed at any time in connection with the Loan
Agreement continue to secure, inter alia, the payment of all
Indebtedness  at  any  time created  pursuant  to  the  Loan
Agreement,  as amended to date, and all obligations  of  the
Company in respect of Swap Agreements.

        12.          The effectiveness of this Amendment  is
subject to (i) the Company's delivery to the Agent, for  the
account of the Banks, of the following items:

                (a)  an Officers' Certificate of the Company with directors'
                     resolutions attached;

                (b)   the favorable signed opinion of counsel to the Company
                satisfactory   to   the  Agent  and   addressing   the   due
                authorization  of this Second Amendment and  the  Term  Loan
                Notes  by  the  Company,  the  enforceability  of  the  Loan
                Agreement,  the  Term  Loan Notes and the  Revolving  Credit
                Notes  as  amended by this Second Amendment and  such  other
                matters as the Agent may reasonably request;

                (c)    the  favorable  signed  opinion  of  special  Federal
                Aviation  Act  counsel to the Company  satisfactory  to  the
                Agent  and  addressing whether any filing with  the  Federal
`               Aviation  Administration  is  required  in  order  to   give
                effective notice to third parties that the security interest
                in  the Aircraft, the Engines and the Spare Parts created by
                the Security Agreement, as amended and restated, secures the
                Term  Loan Notes and the Revolving Credit Notes as  renewed,
                extended or otherwise modified by this Second Amendment, and
                such other matters as the Agent may reasonably request;

                (d)   a counterpart of this Second Amendment executed by the
                Company; and

                (e)   a  Term Loan Note payable  to  the  order  of  each
                 Bank in the principal amount of its Ratable Share of
                 $40,000,000;  and

        (ii)   the  delivery  to the Agent of counterparts  of  this
               Amendment executed by each of the Banks.

                13.                The  Company  agrees  to  do,  execute,
acknowledge,  and deliver, all and every such  further  acts
and  instruments  as the Agent may request  for  the  better
assuring and confirming unto the Agent and the Banks all and
singular the rights granted or intended to be granted hereby
or hereunder.

                14.               The Company agrees to pay on demand all
reasonable  costs  and expenses of the Banks  in  connection
with  the preparation, reproduction, execution, and delivery
of this Amendment and the other instruments and documents to
be  delivered hereunder (including the reasonable  fees  and
out-of-pocket  expenses of counsel for the Agent,  and  with
respect  to  advising  the  Agent  as  to  its  rights   and
responsibilities  under  the Loan Agreement,  as  hereby  to
date).  In addition, the Company shall pay any and all stamp
and other taxes and fees payable or determined to be payable
in  connection with the execution and delivery,  filing,  or
recording  of  this Amendment and the other instruments  and
documents to be delivered hereunder, and agrees to save each
Bank  harmless from and against any and all liabilities with
respect  to  and  resulting from  any  delay  in  paying  or
omission to pay such taxes or fees.

                15.  This Amendment may be executed  in  any
number  of  counterparts and by different parties hereto  in
separate  counterparts, each of which when so  executed  and
delivered shall be deemed to be an original and all of which
taken  together  shall  constitute  but  one  and  the  same
instrument.

                16.  This Amendment shall be governed by and
construed in accordance with the laws of the State of  Texas
and  shall be binding upon the Company, the Agent,  and  the
Banks and their respective successors and assigns.

                17.  FINAL  AGREEMENT. THIS SECOND AMENDMENT
TOGETHER  WITH THE FIRST AMENDMENT, THE LOAN AGREEMENT,  THE
NOTES,  THE  SECURITY DOCUMENTS AND ANY OTHER  DOCUMENTS  OR
INSTRUMENTS  EXECUTED IN CONNECTION WITH THE LOAN  AGREEMENT
REPRESENT  THE FINAL AGREEMENT BETWEEN THE PARTIES  AND  MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT  ORAL AGREEMENTS OF THE PARTIES.   THERE  ARE  NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


          IN WITNESS WHEREOF, the parties hereto have caused
this Second Amendment to Amended and Restated Loan Agreement
to  be executed by their respective officers thereunto  duly
authorized as of the date first above written.



                              PETROLEUM HELICOPTERS, INC.


                              By:
                              Name:
                              Title:



                              NATIONSBANK OF TEXAS, N.A.,
                                   individually and as Agent


                              By:
                              Name:
                              Title:



                              WHITNEY NATIONAL BANK


                              By:
                              Name:
                              Title:



                              BANK ONE, LOUISIANA, N.A.


                              By:
                              Name:
                              Title: