===============================================================================
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM 10-K
(Mark One)
   Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
                                Act of 1934

             For the fiscal year  . . . . . . . . . . . . . .

                                    OR

/x/Transition  report  pursuant  to Section 13  or  15(d)  of  the  Securities
                           Exchange Act of 1934
      For the Transition Period From May 1, 1999 to December 31, 1999

                        Commission File No. 0-9827

                        PETROLEUM HELICOPTERS, INC.
        (Exact name of registrant as specified in its charter)

              Louisiana                      72-0395707
   (State or other jurisdiction of        (I.R.S. Employer
   incorporation or organization)       Identification No.)

    2121 Airline Drive, Suite 400
   P.O. Box 578, Metairie, Louisiana          70001-5979
(Address of principal executive offices)      (Zip Code)

    Registrant's telephone number, including area code:  (504) 828-3323

        Securities registered pursuant to Section 12(b) of the Act:
                                   NONE
        Securities registered pursuant to Section 12(g) of the Act:
                            Voting Common Stock
                          Non-Voting Common Stock
                           (Title of Each Class)

      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

      Indicate by check mark if disclosure of delinquent filers pursuant to
Item  405  of  Regulation  S-K is not contained  herein  and  will  not  be
contained,  to  the best of registrant's knowledge in definitive  proxy  or
information statements incorporated by reference in Part III of  this  Form
10-K or any amendment to this Form 10-K. /x/

     The aggregate market value of the voting stock held by non-affiliates
of the registrant as of  February 29, 2000 was $ 14,723,265 based upon the
last sales price of the Common Stock on February 29, 2000, as reported on
NASDAQ.

      The  number of shares outstanding of each of the registrant's classes
of common stock, as of February 29, 2000 was:
               Voting Common Stock           2,793,386 shares.
               Non-Voting Common Stock       2,367,452 shares.

                    Documents Incorporated by Reference
      Portions of the registrant's definitive proxy statement to be used in
connection with the Annual Meeting of Shareholders, will be, upon filing with
the Commission, incorporated by reference into Part III of this Form 10-K.
===============================================================================
<PAGE>
                        PETROLEUM HELICOPTERS, INC.

                             INDEX - FORM 10-K

                                  PART I
Item 1.   Business                                                1
          General                                                 1
          Risks and Uncertainties of Foreign Operations           2
          Weather and Seasonal Aspects                            2
          Safety and Insurance                                    2
          Government Regulation                                   2
          Competition                                             3
          Employees                                               3
          Customers                                               3
          Environmental Matters                                   4

Item 2.   Properties                                              4

Item 3.   Legal Proceedings                                       6

Item 4.   Submission of Matters to a Vote of Security Holders     6

Item 4.A. Executive Officers of the Registrant                    7


                                  PART II

Item 5.   Market for Registrant's Common Equity and Related
          Shareholder Matters                                     8

Item 6.   Selected Financial Data                                 9

Item 7.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                     9

Item 7.A. Quantitative and Qualitative Disclosures about
          Market Risk                                            16

Item 8.   Financial Statements and Supplementary Data            17
          Petroleum Helicopters, Inc. and
           Consolidated Subsidiaries:
            Independent Auditors' Reports                        17
            Consolidated Balance Sheets
              - December 31, 1999, April 30, 1999 and 1998       19
            Consolidated Statements of Operations
              - Eight months ended December 31, 1999 and
                   Years ended April 30, 1999, 1998 and 1997     20
            Consolidated Statements of Shareholders' Equity
              - Eight months ended December 31, 1999 and
                   Years ended April 30, 1999, 1998 and 1997     21
            Consolidated Statements of Cash Flows
              - Eight months ended December 31, 1999 and
                   Years ended April 30, 1999, 1998 and 1997     22
            Notes to Consolidated Financial Statements           23

                                  i
<PAGE>

Item 9.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosures                   39


                                 PART III

Item 10.  Directors and Executive Officers of the Registrant     40

Item 11.  Executive Compensation                                 40

Item 12.  Security Ownership of Certain Beneficial Owners
           and Management                                        40

Item 13.  Certain Relationships and Related Transactions         40


                                  PART IV

Item 14.  Exhibits, Financial Statement Schedules and
          Reports on Form  8-K                                   41

          Signatures                                             45

                                  ii
<PAGE>

                                  PART I

ITEM 1. BUSINESS

General

Petroleum   Helicopters,  Inc.  (the  "Company"  or  "PHI"),  a   Louisiana
corporation, was incorporated as a Delaware corporation in 1949.  Since its
inception,  the Company's primary business has been to transport  personnel
and,  to  a lesser extent, parts and equipment, to, from and among offshore
platforms for customers engaged in the oil and gas exploration, development
and  production industry.  Today, the Company maintains its position as the
largest  provider  of helicopter transportation services  in  the  Gulf  of
Mexico  ("the  Gulf"), providing approximately 43% of  all  the  contracted
aircraft  in  the  Gulf.   The  Company  currently  operates  277  aircraft
worldwide  and has 1,847 employees.  The Company operates 250  aircraft  in
the United States; 200 in the Company's Oil and Gas Aviation Services Unit,
and  fifty  in  the  Company's  Aeromedical  Services  Unit.   Twenty-seven
aircraft are operated internationally in the Company's Oil and Gas Aviation
Services Unit.  Effective December 31, 1999, the Company changed its fiscal
year-end to December 31 of each year.  As a result, this report covers  the
transition period of May 1, 1999 through December 31, 1999 (the "Transition
Period").  See Item 8. "Financial Statements and Supplementary Data - Notes
to  Consolidated  Financial  Statements, Note 9"  for  information  on  the
Company's  operating  revenues,  operating  profit  (loss)  and  assets  by
industry  segment and geographical distribution for the eight months  ended
December 31, 1999 and the years ended April 30, 1999, 1998 and 1997.

During  the Transition Period and the years ended April 30, 1999, 1998  and
1997,  approximately 79%, 81%, 84% and 85%, respectively, of the  Company's
operating  revenues  were  generated by  oil  and  gas  aviation  services,
domestically  and  internationally  and by  aircraft  maintenance  services
provided  to outside parties.  Domestically, oil and gas aviation  revenues
are earned in federal and state waters offshore of the States of Louisiana,
Texas,  Alabama,  Mississippi, and California. The Company's  international
operations are currently conducted in Angola, Antarctica, China, Democratic
Republic  of  the Congo, Kazakhstan, Mexico, Russia (Sakhalin  Island)  and
Thailand.   Aeromedical  operations are  currently  conducted  in  Arizona,
Arkansas,  California,  Florida, Illinois, Kentucky,  Louisiana,  Michigan,
Mississippi, North Dakota, Ohio, South Carolina, and Wisconsin.

The Company also provides air medical transportation services for hospitals
and medical programs which accounted for 21%, 19%, 15% and 14% of operating
revenues for the Transition Period and the years ended April 30, 1999, 1998
and 1997, respectively.

The  Company's  helicopters provide a safe, reliable,  efficient  and  fast
method   of   transportation  under  a  broad  range  of  operational   and
environmental conditions, especially offshore and in remote areas.

All  of  the Company's seventeen principal types of aircraft are  available
under  a variety of contractual arrangements.  The Company maintains master
operating agreements with each of its major domestic and international  oil
and  gas  industry customers, which set forth general rights and duties  of
the  Company and the customer.  Although the Company is a party to a number
of oil and gas industry contracts with a term of one year or more, services
are  generally  provided pursuant to monthly extensions of these  operating
agreements,  and prices are fixed for each contract extension.  Aeromedical
contracts are generally entered into for longer terms.

Charges  under  operating agreements are generally based on  fixed  monthly
fees  and  additional hourly charges for actual flight time.   Because  the
Company  is compensated in part by flight hours, prolonged adverse  weather
conditions that result in reduced flight hours can adversely affect results
of operations.  See "Weather and Seasonal Aspects."

Demand  for  the  Company's  oil  and gas  aviation  services  is  strongly
influenced   by  oil  and  gas  exploration,  development  and   production
activities.   These  activities are greatly  affected  by  federal  leasing
policies  and  regulations and by oil and gas prices.   The  Company's  air
medical  services  are  influenced  by certain  U.  S.  Government  medical
reimbursement policies which are subject to some degree of change.

                                  1
<PAGE>

Risks and Uncertainties of Foreign Operations

Operations  in  foreign countries generally are subject  to  various  risks
attendant  to  doing business outside the United States. This  may  include
risks  of  war, general strikes, civil disturbances, currency  fluctuations
and  devaluations  and governmental activities that may  limit  or  disrupt
markets,  restrict  payments or the movement of  funds  or  result  in  the
deprivation  of  contract  rights or the taking of  property  without  fair
compensation.   No  prediction can be made as to what foreign  governmental
regulations  may  be  enacted in the future that  could  be  applicable  to
helicopter operations.

Weather and Seasonal Aspects

Poor visibility, high winds and heavy precipitation can affect the safe use
of  helicopters  and  result  in  a reduced  number  of  flight  hours.   A
significant  portion of the Company's operating revenues are  dependent  on
actual  flight  hours  (46%,  47%,  46%  and  44%,  respectively,  for  the
Transition Period and the years ended April 30, 1999, 1998 and 1997) and  a
substantial portion of the Company's direct costs are fixed (62%, 62%,  60%
and  60%  respectively for Transition Period and the years ended April  30,
1999,  1998  and  1997).  Thus, prolonged periods of  adverse  weather  can
materially  and adversely affect the Company's operating revenues  and  net
earnings.

In  the  Gulf,  the months of December through February have more  days  of
adverse  weather  conditions and fewer hours of  daylight  than  the  other
months  of  the  year.  Consequently, flight hours are generally  lower  at
these  times,  which typically result in a reduction in operating  revenues
during those months.

The  Company  currently  operates seventy-nine  aircraft  equipped  to  fly
pursuant  to  instrument flight rules ("IFR") in the  Gulf,  which  enables
these  aircraft, when manned by IFR rated pilots and co-pilots, to  operate
at  times  when poor visibility prevents flights by aircraft that  can  fly
only by visual flight rules ("VFR").  Poor visibility is the most common of
the adverse weather conditions that affects the Company's operations.

Safety and Insurance

The  operation  of  helicopters  inherently  involves  a  degree  of  risk.
Hazards,  such as aircraft accidents, collisions, fire and adverse weather,
are  inherent  in  the business of providing helicopter  services  and  may
result in losses of equipment and revenues.  The Company's safety record is
very  favorable in comparison to the record for all United States operators
as reflected in industry publications.

The  Company is subject to the federal Occupational Safety and  Health  Act
("OSHA")  and similar state statutes.  The Company has an extensive  safety
and  health  program.   The primary functions of the safety  staff  are  to
develop  Company policies that meet or exceed the safety standards  set  by
OSHA,  train  Company  personnel  and  make  daily  inspections  of  safety
procedures to ensure their compliance with Company policies on safety.  All
personnel  are  required to attend safety training meetings  at  which  the
importance  of  full compliance with safety procedures is emphasized.   The
Company  believes that it meets or exceeds all OSHA requirements  and  that
its operations do not expose its employees to unusual health hazards.

The  Company maintains hull and liability insurance on its aircraft,  which
generally insures the Company against physical loss of, or damage  to,  its
aircraft and against certain legal liabilities to others.  In addition, the
Company  carries  war risk, expropriation, confiscation and nationalization
insurance for its aircraft involved in international operations.   In  some
instances,  the  Company  is  covered  by  indemnity  agreements  from  oil
companies,  hospitals and medical programs in lieu of, or in  addition  to,
its  insurance.  The Company's aircraft are not insured for  loss  of  use.
While  the  Company  believes it is adequately  covered  by  insurance  and
indemnification  arrangements, the loss, expropriation or confiscation  of,
or  severe  damage to, a material number of its helicopters could adversely
affect revenues and profits.

Government Regulation

As   a  commercial  operator  of  helicopters,  the  Company's  flight  and
maintenance  operations are subject to regulation by the  Federal  Aviation
Administration  (the "FAA") pursuant to the Federal Aviation  Act  of  1958
(the  "Federal  Aviation  Act", as amended).   The  FAA  has  authority  to
exercise jurisdiction over personnel, aircraft, ground facilities and other
aspects of the Company's business.

                                  2
<PAGE>

The  Company transports personnel and property in its helicopters  pursuant
to an Air Taxi Certificate granted by the FAA under Part 135 of the Federal
Aviation  Regulations.  This certificate contains operating  specifications
that allows the Company to conduct its present operations but is subject to
amendment,  suspension  and revocation in accordance  with  procedures  set
forth  in  the Federal Aviation Act.  The Company is not required  to  file
tariffs  showing rates, fares and other charges with the  FAA.   The  FAA's
regulations, as currently in effect, also require that at least 75% of  the
Company's  voting  securities be owned or controlled  by  citizens  of  the
United  States  or  one of its possessions, and that the president  and  at
least two-thirds of the directors of the Company be United States citizens.
The  Company's  president  and  all  of its  directors  are  United  States
citizens,  and  its  organizational documents  provide  for  the  automatic
reduction  in  voting power of each share of voting common stock  owned  or
controlled by a non-United States citizen if necessary to comply with these
regulations.

The  National  Transportation  Safety Board is  authorized  to  investigate
aircraft accidents and to recommend improved safety standards.

The  Company is also subject to the Communications Act of 1934  because  of
its  ownership  and  operation of a radio communications  flight  following
network throughout the Gulf of Mexico and off the coast of California.

Numerous federal statutes and rules regulate the offshore operations of the
Company  and  the  Company's  customers,  pursuant  to  which  the  federal
government  has  the ability to suspend, curtail or modify certain  or  all
offshore  operations.  A suspension or substantial curtailment of  offshore
oil and gas operations for any prolonged period would have an immediate and
materially  adverse effect on the Company.  A substantial  modification  of
current  offshore operations could adversely affect the economics  of  such
operations and result in reduced demand for helicopter services.

Competition

The  Company's  business  is highly competitive.   Many  of  the  Company's
contracts are awarded after competitive bidding.  The principal aspects  of
competition are price, reliability, availability, safety and service.

The  Company is the largest operator of helicopters in the Gulf  of  Mexico
and   believes  there  are  approximately  two  major  and  several   small
competitors  operating  in  the  Gulf market.   Certain  of  the  Company's
customers  and  potential customers in the oil industry operate  their  own
helicopter fleets; however, oil companies traditionally contract  for  most
specialty   services   associated  with  offshore   operations,   including
helicopter services.

The  air  medical  market  is  becoming  increasingly  competitive  and  is
experiencing some hospital program consolidations.

Employees

As of December 31, 1999, the Company employed a total of 1,847 people.  The
Company  believes  its employee relations to be satisfactory,  and  it  has
never  experienced  a  work stoppage.  Currently,  none  of  the  Company's
employees are covered by union contracts.  However, on March 10, 2000,  the
Company's   pilots  voted  to  become  organized  under  the   Office   and
Professional Employees International Union.  The Company does  not  believe
that the terms of any pilots' contract will place it at a disadvantage with
its  competitors as management believes that pay scales and work rules will
continue to be similar throughout the industry.

Customers

The  Company's  principal customers are major oil companies.   The  Company
also  serves independent exploration and production concerns, oil  and  gas
service  companies, hospitals and medical programs and government agencies.
The  Company's  largest  customer  (Oil and  Gas  Aviation  Services  unit)
accounted for 13%, 14%, 16% and 15% of the Company's operating revenues for
the  Transition Period and the years ended April 30, 1999, 1998  and  1997,
respectively.  The Company's five largest customers accounted for 34%, 30%,
32%  and  32% of operating revenues for the Transition Period and  for  the
years ended April 30, 1999, 1998 and 1997, respectively.

                                  3
<PAGE>

Environmental Matters

The  Company is subject to federal, state and local environmental laws  and
regulations that impose limitations on the discharge of pollutants into the
environment  and  establish standards for the treatment, storage  recycling
and  disposal  of  toxic and hazardous wastes.  The Company  believes  that
compliance with federal, state and local environmental laws and regulations
will  not  have  a  material effect upon the results of operations  of  the
Company.

The  Company  employs an environmental staff that includes  two  registered
environmental  managers,  one  of whom is also  a  certified  environmental
auditor,  a certified environmental systems manager and a certified  safety
professional in the field of comprehensive practice, and the other of  whom
is  also a certified safety and health manager, and also a wastewater class
III  operator.   The  environmental staff conducts  inspections  and  field
audits  of  Company  Gulf  Coast facilities on an annual  basis  and  other
locations  on a less frequent basis in order to determine the effectiveness
of  the  environmental program.  The Company has established  reserves  for
environmental  costs,  which  are described  under  Item  7.  "Management's
Discussion and Analysis of Financial Condition and Results of Operations  -
Environmental Matters."

ITEM 2. PROPERTIES

Fleet Utilization

As  of  December  31,  1999, 77% of the Company's  aircraft  were  actively
assigned  as  compared  with 78% and 83% as of April  30,  1999  and  1998,
respectively.  Demand for the Company's domestic oil and gas  aircraft  has
slowed due to an activity decline in the Gulf of Mexico.

Equipment

Certain  information regarding the Company's owned and leased fleet  as  of
December 31, 1999 is set forth in the following table:
<TABLE>
<CAPTION>
                                                               Cruise   Appr.
                           Number in                           Speed    Range
Manufacturer Type           Fleet      Engine      Passengers  (mph)   (miles)
------------ -----------   ---------  ---------    ----------  ------  -------
<S>          <C>             <C>      <C>           <C>         <C>     <C>
Bell         206B-III         13      Turbine         4         120       300
             206L-I, III, IV  87      Turbine         6         130       310
             407              35      Turbine         6         144       420
             212(1)           11      Twin Turbine   13         115       300
             214ST(1)          6      Twin Turbine   18         155       450
             222               1      Twin Turbine    8         160       370
             412(1)           24      Twin Turbine   13         135       335
Boelkow      BK-117           10      Twin Turbine    6         135       255
             BO-105           32      Twin Turbine    4         135       270
Aerospatiale AS350 B2          9      Turbine         5         140       385
             AS350 B3          3      Turbine         5         140       337
Sikorsky     S-76(1)          14      Twin Turbine   12         150       400
MIL Design   MIL-8 MTV(1)      2      Twin Turbine   28         140       310
                             ---
         Total Helicopters   247
                             ---

Beechcraft   King Air 200 (1)  5      Turboprop       8         300     1,380
LET          L410(1)           2      Turboprop      15         215       620
Conquest     Cessna 441 (1)    5      Turboprop       3         330     1,000
Lear Jet     35A(1)            1      Twin Turbo Jet  4         505     2,100
                             ---
          Total Fixed Wing    13
                             ---
          Total Aircraft     260
                             ===
</TABLE>
------------------------------------------------------------------------------
  (1)  Equipped to fly under instrument flight rules ("IFR").  All
       other  types listed can only fly under visual flight rules ("VFR").
       See Item 1. "Business - Weather and Seasonal Aspects."

                                  4
<PAGE>


The  following  tables  set  forth  additional  information  regarding  the
aircraft  owned and leased by the Company (in thousands, except the  number
of aircraft):

    Company Owned Aircraft         Cost           Net Book Value
    -----------------------    ----------------   --------------
              157               $ 214,638(2)        $ 114,576(1)

                               Total Rents Over      Remaining
    Company Leased Aircraft     Life of Lease         Rents
    -----------------------    ----------------   --------------
              103               $ 139,949           $ 104,412

     -----------------------------
     (1)  Information regarding the Company's depreciation policy is set
          forth under Item 8.  "Financial Statements and Supplementary
          Data - Notes to Consolidated Financial Statements, Note 1".
     (2)  Includes cost of leased aircraft improvements.
                      ------------------------------

The  Company  operates  seventeen aircraft that  are  owned  or  leased  by
customers which are not reflected in the foregoing tables.

As  of  December 31, 1999, the Company's commitment for principal  payments
and lease payments for its present helicopter fleet averages $ 24.6 million
each  year  for  the  next five years and an aggregate of  $  59.2  million
thereafter.

Under  most leases the Company is responsible for all insurance, taxes  and
maintenance  expenses  associated with the  aircraft,  and  within  certain
limitations,  the Company can either substitute equipment or terminate  the
leases  in the event the leased equipment becomes obsolete or is no  longer
suited for the Company's needs.  All of the Company's leases are considered
operating leases for accounting and tax purposes.

The  Company also maintains an inventory of fuel and an inventory of  spare
parts and components for use in the repair and maintenance of the Company's
fleet.  This inventory had a book value of approximately $ 37.3 million  on
December 31, 1999. The Company is a distributor or dealer for many of these
parts  and  components,  thereby allowing it to  realize  significant  cost
savings on its purchases.

Equipment Sales

The  Company sells aircraft whenever they (i) become obsolete, (ii) do  not
fit  into future fleet plans, or (iii) are surplus to the Company's  needs.
The  Company  typically sells its aircraft for more than their book  value.
The Company cannot predict, however, whether these results will continue or
whether  such prices would be realized if the Company were to sell a  large
number of aircraft in a short period of time.

Facilities

The  Company  currently  leases its executive  office  space  in  Metairie,
Louisiana (Metropolitan New Orleans).  The lease covers approximately 8,107
square feet and expires on July 31, 2005.

The  Company's  principal operating facility is located on property  leased
from The Lafayette Airport Commission at the Lafayette Regional Airport  in
Lafayette,  Louisiana.  The lease covers approximately  twenty-eight  acres
and  seventeen buildings, with an aggregate of approximately 135,000 square
feet, housing the Company's main operational and administrative offices and
the  main  repair and maintenance facility.  The Company has extended  this
lease  until  completion of a new facility to be leased from The  Lafayette
Airport  Commission at the Lafayette Regional Airport.  The lease term  for
this  new  facility is for 20 years with three five-year  renewal  options.
The  new  253,000  square  foot  facility is scheduled  for  completion  in
September  2001.   This move will not have a material effect  on  operating
costs.   Under the terms of this lease, there is a potential commitment  by
the  Company to fund $ 4 million of construction costs, in which  case  the
monthly lease payments for the first ten years of the lease will be reduced
by the amortization of $ 4 million over ten years at 7% per annum.

                                  5
<PAGE>

The  Company also leases property for thirteen additional bases to  service
the  oil  and  gas industry throughout the Gulf and one base in California.
Those  bases  that  represent a significant investment by  the  Company  in
leasehold improvements or which are particularly important to the Company's
operations are:


      A.    Morgan City Base (Louisiana) - containing approximately  fifty-
      three  acres,  is  under a lease that expires  June  30,  2003,  with
      options  to  extend through June 30, 2013.  The Company has  built  a
      variety  of operational and maintenance facilities on this  property,
      including  landing  pads  for  forty-six  helicopters.  The   Company
      believes  that  this facility is the largest commercial  heliport  in
      the world.

      B.    Intracoastal  City Base (Louisiana) - containing  approximately
      twenty-three  acres  under several leases in  Vermilion  Parish,  all
      with  options  to  extend through July 31, 2001.    The  Company  has
      built  a  variety of operational and maintenance facilities  on  this
      property, including landing pads for forty-five helicopters.

      C.    Houma-Terrebonne Airport (Louisiana) - containing approximately
      fourteen  acres and certain buildings leased under four  leases  from
      the  Houma-Terrebonne Airport Commission, which expire on August  31,
      2000.   The Company is in the process of renegotiating these  leases.
      The   Company  has  landing  pads  for  thirty  helicopters  on  this
      property.

      D.       Sabine  Pass  (Texas) - containing approximately  thirty-six
      acres  under two leases, one of which, for two acres, renews monthly,
      and  the  other of which, for thirty-four acres, will expire  October
      31,  2001,  with  options to extend through October  31,  2011.   The
      Company   has   built  a  variety  of  operational  and   maintenance
      facilities  on this property, including landing pads for  twenty-four
      helicopters.

      E     New  Orleans (Louisiana) - containing approximately two  acres,
      is  under  a  lease  through April 30, 2004.  The  Company  has  made
      significant  leasehold  improvements  on  this  property,   including
      landing pads for fourteen helicopters.

      F.    Fourchon (Louisiana) - containing approximately eight acres, is
      under  original  lease  expiring April  30,  2006.  The  Company  has
      landing pads for ten helicopters on this property.

The  Company's  other  operations related bases in the  United  States  are
located  along  the  Gulf  in  Louisiana at Boothville,  Cameron  and  Lake
Charles;  in Texas at Galveston, Port O'Connor and Rockport; in Mississippi
at  Pascagoula;  in Alabama at Theodore; in New Jersey at  Edison;  and  in
California at Santa Barbara.

The  Company  operates from offshore platforms which are  provided  without
charge  by  the owners of the platforms, although in certain instances  the
Company is required to indemnify the owners against loss in connection with
the Company's use thereof.

Bases  for  the  Company's  international and air  medical  operations  are
generally furnished by the customer.

ITEM 3. LEGAL PROCEEDINGS
-------------------------
The  Company is not a party to, and its property is not the subject of, any
material  pending legal proceedings, other than ordinary routine litigation
incidental to its business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-----------------------------------------------------------
None.

                                  6
<PAGE>


ITEM 4.A. EXECUTIVE OFFICERS OF THE REGISTRANT
----------------------------------------------
Certain information about the executive officers of PHI is set forth in the
following table and accompanying text:

<TABLE>
<CAPTION>
    Name                 Age                            Position
------------------       ---    --------------------------------------------------------------------------
<S>                      <C>    <C>
Carroll W. Suggs          61    Chairman  of the Board of Directors, President and Chief Executive Officer
Ben Schrick               59    Chief Operating Officer
Robert D. Cummiskey       57    Director  of  Risk  Management  and  Corporate Secretary
Michael J. McCann (1)     52    Chief Financial Officer and Treasurer
Richard A. Rovinelli (2)  51    Chief  Administrative Officer and Director of Human Resources
William P. Sorenson (3)   51    Director of Corporate Marketing / New Business
R. J. Wallace(4)          49    Director Maintenance / FAR145
Kenneth Alan Townsend (5) 61    General  Manager - Domestic Oil and Gas Aviation Services
----------------------------------------------------------------------------------------------------------
</TABLE>

(1) Mr.  McCann  has  served as Chief Financial  Officer  ("CFO")  and
    Treasurer  since November 1998.  From January 1998, he was the  CFO  for
    Global  Industries  Ltd. and Chief Administrative Officer  ("CAO")  from
    July  1996.   Prior to that, he was CFO for Sub Sea International,  Inc.
    Mr.  McCann  is  a Certified Public Accountant and holds  a  Masters  of
    Business Administration from Loyola University.

(2) Mr.  Rovinelli joined the Company in February 1999 as Director of  Human
    Resources.   From  January 1996 to February 1999, he was  self-employed.
    Prior  to  this time, he was Manager, Human Resources for  Arco  Alaska,
    Inc., Headquarters Staff Manager, Human Resource Services, Arco Oil  and
    Gas  Company,  as  well as numerous other positions  within  Arco.   Mr.
    Rovinelli  holds  a Bachelor of Science Degree in Industrial Psychology
    from the University of Houston.

(3) Mr. Sorenson became Director of Corporate Marketing/New  Business
    in March  1999 after serving as General Manager of Aeromedical Services
    since November 1995.  Mr. Sorenson joined the Company in 1976.

(4) Mr.  Wallace  joined the Company in August 1997.   Prior  to  this
    time,  he was a Colonel in the U. S. Marine Corps, having served twenty-
    five  years as an aircraft maintenance officer for several squadrons,  a
    program officer and an engineering officer.  Mr. Wallace also served  on
    The Joint Chiefs of Staff, The Pentagon.

(5) Mr. Townsend has served as General Manager - Domestic Oil and  Gas
    Aviation  Services since February 1998 and Director of the Oil  and  Gas
    Division  since August 1997.  During his thirty-three year  career  with
    PHI,  he  has  served  as area manager, offshore supervisor  and  sector
    manager.

-----------------------------------------------------------------------------

                                  7
<PAGE>


                                  PART II

ITEM 5. MARKET  FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
------------------------------------------------------------------------------

The Company's voting and non-voting common stock trades on The NASDAQ Stock
Market,  Small  Cap Issuers ("NASDAQ") under the symbols  PHEL  and  PHELK,
respectively.  The following table sets forth the range of high and low per
share  bid prices, as reported by NASDAQ, and dividend information for  the
Company's  voting  and  non-voting common stock  for  the  fiscal  quarters
indicated.   Effective December 31, 1999, the Company  changed  its  fiscal
year end from April 30 to December 31.
<TABLE>
<CAPTION>
                                          Voting          Non-Voting
                                       Common Stock      Common Stock     Dividends
Fiscal Quarter                        High      Low     High      Low     Per Share
-----------------------------------   ---------------   --------------    ---------
<S>                                   <C>               <C>               <C>
Quarter Ended
                  July 31, 1999       15       11 1/4   15      10 3/4      .05
                  October 31, 1999    13 3/4    9       12 1/2   9 3/8        -

Two Months Ended  December 31, 1999    9 7/8    9        9 7/8   8 3/4        -

Quarter Ended
                  July 31, 1998       23       16 1/2   21 1/2  17 7/8      .05
                  October 31, 1998    18 7/8   14       19      14 1/2      .05
                  January 31, 1999    18       15 1/2   18 7/8  15 1/2      .05
                  April 30, 1999      16       12       16      12          .05

Quarter Ended
                  July 31, 1997       18 3/4   14 1/2   17 1/2  14          .05
                  October 31, 1997    30 1/2   14       29      13 7/8      .05
                  January 31, 1998    25 1/2   20       24 1/4  19 1/2      .05
                  April 30, 1998      24 1/16  19       24 1/2  19 1/4      .05

</TABLE>

The  declaration and payment of dividends is at the discretion of the Board
of Directors.  Future dividends are dependent upon, among other things, the
Company's  results  of operations, financial condition, cash  requirements,
future  prospects  and  other factors deemed relevant  by  the  Board.   On
October  29, 1999, the Board of Directors voted to suspend PHI's  quarterly
cash dividend payments.  A credit agreement to which the Company is a party
generally restricts the declaration or payment of dividends to 20%  of  net
earnings  for  the previous four fiscal quarters.  See Item 8.   "Financial
Statements  and  Supplementary  Data  -  Notes  to  Consolidated  Financial
Statements, Note 3."

As  of  March 1, 2000, there were approximately 1,072 holders of record  of
the  Company's  voting  common  stock and 121  holders  of  record  of  the
Company's non-voting common stock.

                                  8
<PAGE>


ITEM 6. SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                            Eight Months                            Year
                          Ended December 31,                    Ended April 30,
                        ----------------------     -----------------------------------------------------------
                          1999       1998 (3)        1999           1998        1997      1996        1995
                        ---------   ----------     ---------      ---------   ---------  ---------  ----------
<S>                     <C>         <C>            <C>            <C>        <C>         <C>        <C>
Income Statement Data                (Thousands of Dollars, except per share data)
 Operating revenues     $ 146,308   $ 170,607      $ 247,339      $ 236,582   $ 211,663  $ 185,865   $ 174,397
 Net earnings (loss)       (2,699)      5,194          2,988 (1)      7,417       6,470      6,466       5,182

 Net earnings (loss)
    per share (basic)       (0.52)       1.01           0.58           1.45        1.27       1.28        0.96
 Net earnings (loss)
    per share (diluted)     (0.52)       0.99           0.57           1.43        1.25       1.27        0.96
 Cash dividends
    declared per share        .05        0.10           0.20           0.20        0.20       0.17        0.06

Balance Sheet Data (2)
 Total assets           $ 223,056   $ 238,011      $ 231,575      $ 227,021   $ 196,631  $ 161,315   $ 147,108
 Total debt                77,640      81,836         80,296         72,619      62,460     37,332      35,815
 Working capital           54,699      52,486         51,030         47,971      41,247     26,543      29,809
 Shareholders' equity      93,623      99,440         96,581         94,705      87,416     81,401      75,707

</TABLE>
-----------------------------
(1)  See Item 8.  "Financial Statements and Supplementary Data - Notes  to
     Consolidated Financial Statements, Note 2 - Special Charges."
(2)  As of the end of the period.
(3)  Information for the eight months ended December 31, 1998 is unaudited
     and presented for comparison purposes only.
                      ------------------------------


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS

Management's Discussion and Analysis of Financial Condition and Results  of
Operations  ("MD&A")  should  be  read in conjunction  with  the  Company's
Consolidated Financial Statements for the Transition Period and  the  years
ended  April  30, 1999, 1998 and 1997 and the related Notes to Consolidated
Financial Statements.

Forward-Looking Statements

All  statements other than statements of historical fact contained in  this
Form  10-K  and  other  periodic reports filed by  the  Company  under  the
Securities  Exchange Act of 1934 and other written or oral statements  made
by  it or on its behalf, are forward-looking statements.  When used herein,
the   words   "anticipates",  "expects",  "believes",  "goals",  "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 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.

                                  9
<PAGE>


Results of Operations

REVENUES

Operating Revenues


The  following  table reflects the distribution of the Company's  operating
revenues by business unit:
<TABLE>
<CAPTION>
                             Eight Months Ended December 31,          Year Ended April 30,
                             -------------------------------   --------------------------------
                                 1999          1998 (1)           1999       1998       1997
                              ---------      ----------        ---------   --------   ---------
                                                                           (in 000's)
 <S>                          <C>            <C>               <C>         <C>        <C>
 Oil  and Gas Aviation Unit   $ 116,124      $ 138,133         $ 199,846   $ 198,875  $ 180,121
 Aeromedical  Services Unit      30,249         31,982            46,838      35,879     30,302
 Other                                7            492               655       1,828      1,240
                              ---------      ---------         ---------   ---------  ---------
                              $ 146,380      $ 170,607         $ 247,339   $ 236,582  $ 211,663
                              =========      =========         =========   =========  =========

</TABLE>
------------------------------
(1)  Information for the eight months ended December 31, 1998 is  presented
for comparison purposes only.
                      ------------------------------

Oil and Gas Aviation Unit

United  States Aviation Operations.  Demand for the Company's domestic  oil
and  gas  aviation services is directly influenced by offshore oil and  gas
exploration, development and production activities in the areas in which it
operates,  which in turn is affected primarily by oil and  gas  prices.   A
decline  in oil and gas prices in 1998 and 1999 resulted in a reduction  in
exploration  and  production activities, which, in  turn  affects  aviation
activity.     These   conditions   have   adversely   impacted   helicopter
transportation operations.  The Company expects this situation to  continue
for  the  first  half  of fiscal 2000.  Oil and gas  prices  have  steadily
increased during the eight months ended December 31, 1999, but this has not
yet  translated  into  increased exploration and production  activities  or
increased aviation activity.

During  the  years  ended  April  30,  1998  and  1997,  improved  economic
conditions in the Gulf of Mexico resulted in substantial increases  in  oil
and  gas  activity.  However, in January 1998, oil prices began to decline,
causing  a  decrease  in  oil  and  gas activity.   This  decline  did  not
materially  impact the results of the year ended April 30, 1998.   However,
the  year  ended  April 30, 1999 and the Transition Period  were  adversely
affected  by  the  decline in exploration and production  activities  which
resulted in a decline in flight hours.

  Eight  months  ended  December 31, 1999 compared to  eight  months  ended
  December  31,  1998.   Operating revenues  for  the  eight  months  ended
  December  31,  1999 were $ 91.0 million compared to $ 112.7  million  for
  the  same period in 1998, a decrease of $ 21.7 million or 19%.  In  1999,
  flight hours declined 23% to 89,346 compared to 115,346 for 1998.

  Year  ended  April  30,  1999  compared to year  ended  April  30,  1998.
  Operating  revenues  were $ 158.5 million in 1999  compared  to  $  162.3
  million  for  1998, a decrease of $ 3.8 million, or 2%.  In 1999,  flight
  hours  declined  15%  to  160,102 compared  to  187,930  for  1998.   The
  decrease  in flight hours accounted for approximately $ 11.1  million  of
  the  revenue  decrease.  A rate increase which went into  effect  in  the
  third  quarter  of  1998  offset the decline in flight  hour  revenue  by
  approximately $ 7.3 million.

  Year  ended  April  30,  1998  compared to year  ended  April  30,  1997.
  Operating  revenues  increased 12% from 1997 to 1998.   In  1998,  flight
  hours increased 5% to 187,930 from the 1997 amount of 178,262.

International  Operations.  For the eight months ended December  31,  1999,
international  operating revenues decreased 11% to $ 14.7  million  from
$ 16.5  million  in  the  1998 comparable period.  The decrease  was  due
to reduction in activity.  For the year ended April 30, 1999, international
operating revenues increased 6% to $ 24.1 million from $ 22.8 million  in
1998.  This increase was due to activity in West Africa.  Revenues remained
relatively constant during the year ended April 30, 1997 to 1998.

                                  10
<PAGE>


Technical  Services  Operations.   Technical  Services  Operations  is   an
airframe  and  component maintenance and repair facility whose  experienced
staff  performs  a range of maintenance tasks under an FAA-approved  repair
station.   The   repair  station  ratings  include  airframe,   powerplant,
accessories,  radio,  instrument and specialized  service.   PHI  Technical
Services  Operations  is  also  an  authorized  service  center  for   Bell
Helicopter  Textron,  Inc., American Eurocopter Corporation  and  Turbomeca
Engine  Corporation,  and  has  extensive experience  and  capabilities  in
Sikorsky Aircraft Corporation S-76 maintenance and repair.

  Eight  months  ended  December 31, 1999 compared to  eight  months  ended
  December  31, 1998.  Technical Services operating revenues  were  $  10.5
  million  in the eight months ended December 31, 1999 compared  to  $  9.0
  million  in the comparable period in 1998, an increase of $ 1.5  million,
  or  17%.   This  increase  was  related to an  increase  in  third  party
  maintenance work.

  Year  ended  April  30,  1999  compared to year  ended  April  30,  1998.
  Technical  Services  operating revenues  were  $  17.2  million  in  1999
  compared  to $ 13.8 million in 1998, an increase of $ 3.4 million.   This
  increase  was related to one contract for the refurbishment  and  upgrade
  of two helicopters.

  Year  ended  April  30,  1998  compared to year  ended  April  30,  1997.
  Technical  Services operating revenues increased 6%, or  $  0.8  million,
  from $ 13.0 million in 1997.

Aeromedical Services Unit

  Eight  months  ended  December 31, 1999 compared to  eight  months  ended
  December  31,  1998. Aeromedical revenues decreased $ 1.8  million  to
  $ 30.2 million, compared to 1998 revenues of $ 32.0 million.  Flight hours
  decreased 3% from 13,091 in 1998 to 12,715 in 1999.

  Year  ended  April  30,  1999  compared to year  ended  April  30,  1998.
  Aeromedical  revenues  increased  $  10.9  million  to  $  46.8  million,
  compared to 1998 revenues of $ 35.9 million.  Flight hours increased  21%
  from  16,063  in  1998  to 19,496 in 1999.  The increase  in  aeromedical
  revenue  is  due  to  an  increase in activity  and  the  effect  of  the
  acquisition  of  Air  Evac.  The increase in  Air  Evac  revenue  is  due
  primarily  to  twelve months of operation in 1999 versus four  months  of
  operation in 1998.

  Year  ended  April  30,  1998  compared to year  ended  April  30,  1997.
  Aeromedical  revenues increased $ 5.6 million, or 18%, to $ 35.9  million
  in  1998  as  compared to 1997.  Flight hours increased 8% to  16,063  in
  1998.  The 1998 increases resulted primarily from the acquisition of  Air
  Evac  which generated revenues of approximately $ 5.7 million and  flight
  hours  of 1,450 for the four months ended April 30, 1998.  (See  Item  8.
  "Financial  Statements  and Supplementary Data -  Notes  to  Consolidated
  Financial  Statements, Note 11"  for a more detailed discussion  of  this
  transaction.)

Other Income, Net

  Eight  months  ended  December 31, 1999 compared to  eight  months  ended
  December 31, 1998.  Other income, net, increased $ 6.8 million to  $  5.9
  million,  compared  to  a  1998  loss of $  0.9  million.   The  increase
  resulted  primarily from gains recorded relating to the sale of  aircraft
  in 1999, and the 1998 results being negatively impacted by a charge of
  $ 1.3  million  related to the discontinuance of a joint venture in South
  America.

  Year  ended April 30, 1999 compared to year ended April 30, 1998.   Other
  income,  net,  increased $ 1.2 million to $ 3.5 million in 1999, compared
  to  $  2.3 million in 1998, due to gains recorded on sale of aircraft  in
  1999,  partially  offset  by a charge of $ 1.3  million  related  to  the
  discontinuance of a joint venture in South America.

  Year  ended April 30, 1998 compared to year ended April 30, 1997.   Other
  income,  net, increased $ 1.6 million to $ 2.3 million in 1998,  compared
  to  $  0.7 million in 1997, due to gains recorded on sale of aircraft  in
  1998.

                                  11
<PAGE>


EXPENSES

Direct Expenses

The following table highlights certain critical operating factors which are
helpful in analyzing direct expense relationships:

<TABLE>
<CAPTION>
                                       December 31,             April 30,
                                     ----------------   ---------------------------
                                      1999     1998       1999      1998      1997
                                     -------  -------   --------  -------    ------
 <S>                                 <C>      <C>       <C>       <C>        <C>
 Number of aircraft
 owned/leased/operated at year end     277       309       290      307        314

 Fleet utilization                      77%       75%       78%      83%        84%

 Number of employees at year end     1,847     2,144     2,051    2,135 (1)  1,851

</TABLE>
  ------------------------------
  (1)   The acquisition of the AirEvac division of Samaritan Health Systems
        ("Air Evac") added 196 employees effective December 31, 1997.
                      ------------------------------

  Eight  months  ended  December 31, 1999 compared to  eight  months  ended
  December  31,  1998.  Direct  expenses  were  $  139.9  million  for  the
  Transition  Period  compared to $ 144.9 million in the comparable  period
  in  1998,  a  decrease  of  $  5.0 million, primarily  due  to  decreased
  activity  levels.  Due to the recent slow down in activity,  the  Company
  implemented cost reductions in all areas.  Although the Company  recently
  made  further reductions in its labor force, the expected human  resource
  cost  reduction  will  not  be  reflected until  subsequent  periods.  On
  September 1, 1999, the Company reduced its personnel complement which  is
  expected  to  result  in an annual human resource  expense  reduction  of
  approximately  $  3.5 million.  Severance costs totaling  $  1.2  million
  related  to  this action were recorded in the Transition Period  and  are
  included in "Selling, General and Administrative expenses."  The  Company
  also  reduced  its  fleet size to 277 aircraft as of  October  31,  1999,
  closed  certain  of Air Evac's unprofitable locations, reduced  personnel
  and  disposed of certain aircraft operated by Air Evac.  As these actions
  were  only  recently implemented, the full impact will not  be  reflected
  until subsequent periods.

  Aircraft depreciation decreased by $ 1.3 million from $ 9.2 million to
  $ 8.0  million  due  primarily to a change in accounting  estimate  of  the
  useful  lives on the Company's aircraft from ten to fifteen years  and  a
  residual value increase from 25% to 30%.

  Human Resource costs, including employee benefit costs, decreased in  the
  period by $  1.1 million.  The Company began reducing its cost structure
  in January 1999,  and by June 30, 1999 had reduced its personnel complement
  by  166 and  made  reductions  in  other  cash expenditures.   In  July,
  due to competitive industry pressures, the Company implemented a
  compensation increase  primarily for its pilots and mechanics.  The
  increase in July 1999 more than offset what cost reductions were
  previously implemented.

  Spare  parts  usage  and  repair and maintenance  costs  declined  $  0.8
  million, or 2%, to $  31.9  million due to a reduction in the number of
  aircraft and  flight hours.   Although the number of aircraft has declined,
  spare parts usage and repair and maintenance costs declined at a lesser
  rate as the Company continues to refurbish and maintain its fleet of aircraft
  under a prescribed refurbishment schedule.  Aircraft are refurbished based
  on specific time tables and, thus, costs are to a certain extent  incurred
  on a basis unrelated to flight activity.

  Insurance costs and helicopter rent declined $ 2.0 million primarily  due
  to the disposition of aircraft that no longer met the Company's needs.

  Included  in direct expenses for the Transition Period is a charge  of
  $ 1.5 million related to environmental remediation.

                                  12
<PAGE>

  Year  ended April 30, 1999 compared to year ended April 30, 1998.  Direct
  expenses  were  $  214.5 million in 1999 compared to $ 203.4  million  in
  1998, an increase of $ 11.1 million.  Included in 1999 direct expense  is
  a  charge of $ 1.7 million related to inventory as discussed in Notes  to
  the  Consolidated Financial Statements, Note 2 -  "Special Charges."  Air
  Evac  was  purchased  on  December 31, 1997;  four  months  of  operating
  results  are  included  in 1998 compared to twelve  months  of  operating
  results  in  1999,  which  resulted in an  increase  in  direct  expenses
  (including  increases in depreciation expense, human resource  costs  and
  other aircraft costs) of $ 6.8 million.

  Aircraft  depreciation increased by $ 2.8 million due to the  acquisition
  of additional aircraft during 1998.

  Aircraft rental expense decreased $ 0.4 million primarily as a result  of
  the  restructure  of  thirteen aircraft leases in the  first  quarter  of
  1999.

  Year  ended April 30, 1998 compared to year ended April 30, 1997.  Direct
  expenses  increased $ 19.0 million, or 10%, to $ 203.4 million  primarily
  as  a  result of increased flight activity levels.  Included in the above
  increase  is  the direct expense (including depreciation  expense,  human
  resource  costs and other aircraft costs) of Air Evac of  $  3.8  million
  for  the  four  months  of  1998.  Excluding  the  Air  Evac  acquisition
  activity,  the increase in direct expense is related to increased  flight
  activity.

  Aircraft  depreciation increased by $ 1.7 million to $  10.7  million  as
  PHI's  owned  fleet size expanded in 1998.  The Company incurred  $  25.5
  million  in capital expenditures in 1998, which included seven additional
  aircraft.

  Aircraft rental expense increased by $ 2.4 million to $ 14.8 million  due
  to  additional leased aircraft.  There were ninety-one leased aircraft as
  of April 30, 1998, as compared to seventy-four at April 30, 1997.

Selling, General and Administrative Expenses

  Eight  months  ended  December 31, 1999 compared to  eight  months  ended
  December 31, 1998. Selling, general and administrative expenses  for  the
  eight  months ended December 31, 1999 increased $ 0.4 million to  $  12.4
  million.   The  increase was due to severance costs  of  $  1.2  million,
  partially offset by a decline in legal and professional fees.

  Year  ended  April  30,  1999  compared to year  ended  April  30,  1998.
  Selling,  general and administrative expenses for 1999  increased  $  0.2
  million  to  $  18.0  million.   The increase  in  selling,  general  and
  administrative expenses in 1999 was due to Air Evac selling, general  and
  administrative  expenses for twelve months compared  to  four  months  in
  1998,  an  increase of $ 1.8 million.  This was offset by  a  decline  in
  computer  software costs.  During 1999, the Company implemented SOP  98-1
  resulting  in  approximately  $ 1.2 million of  costs  being  capitalized
  during  1999  that would have been expensed under the Company's  previous
  accounting  method  for such costs.  There was a reduction  in  bad  debt
  expense of $ 0.3 million in 1999 compared to 1998.

  Year  ended  April  30,  1998  compared to year  ended  April  30,  1997.
  Selling,  general and administrative expenses for 1998  increased  $  5.0
  million  to $ 17.8 million. This increase was primarily due to legal  and
  professional  fees  increasing and the associated  selling,  general  and
  administrative costs of Air Evac.

Interest Expense

Interest expense decreased $ 0.1 million in the eight months ended December
31,  1999  from  the comparable period in 1998 due to a reduction  in  debt
levels.  Interest expense increased $ 0.9 million from the year ended April
30,  1998 to the year ended April 30, 1999 and $ 0.8 million from the  year
ended April 30, 1997 to the year ended April 30, 1998. This is a result  of
increased debt levels due to the Company's acquisition of AirEvac  and  the
purchase of aircraft during 1999 and 1998.

                                  13
<PAGE>


Taxes

PHI's  effective  tax rate was (32%), 41%, 41%, and 40%, respectively,  for
the  Transition Period and the years ended April 30, 1999, 1998  and  1997.
See  Item  8.   "Financial Statements and Supplementary  Data  -  Notes  to
Consolidated Financial Statements, Note 4."

Earnings per share

  Eight  months  ended  December 31, 1999 compared to  eight  months  ended
  December  31,  1998.   Diluted earnings (loss) per share  for  the  eight
  months  ended December 31, 1999 was a loss of $ 0.52 compared to positive
  diluted  earnings  of  $  0.99 in the comparable  period  in  1998.   The
  decrease was primarily due to decreased activity in aviation services  in
  the  Gulf  of  Mexico, partially offset by gains on  the  disposition  of
  aircraft.

  Year  ended  April  30,  1999  compared to year  ended  April  30,  1998.
  Diluted earnings per share for the year ended April 30, 1999 was  $  0.57
  compared  to $ 1.43 in 1998.  The decrease was primarily due  to  Special
  Charges of $ 7.3 million and an inventory charge of $ 1.7 million.   (See
  Item  8.   "Financial  Statements  and  Supplementary  Data  -  Notes  to
  Consolidated Financial Statements, Note 2 - Special Charges"  for a  more
  detailed  discussion of these transactions.)  There  was  a  decrease  in
  earnings  related to the decrease in flight activity offset  in  part  by
  the rate increase discussed previously.

  Year  ended  April  30,  1998  compared to year  ended  April  30,  1997.
  Diluted  earnings per share for the year ended April 30,  1998  increased
  14%  compared  to  the  prior year.  The increase was  primarily  due  to
  increased activity.


                      Liquidity and Capital Resources

The  Company's December 31, 1999 year end cash position was $  1.7  million
compared to $ 3.0 million at April 30, 1999.

Working capital at December 31, 1999 was $ 54.7 million compared to $  51.0
million  at  April 30, 1999, an increase of $ 3.7 million.  Long-term  debt
decreased $ 2.4 million to $ 72.0  million  at  December  31,  1999.   The
Company's  current  debt obligations  for the year ended December 31, 2000
total $ 5.6 million, due in equal quarterly installments, which the Company
intends to pay with cash flow from operations.

The  Company's  primary  credit  facility consists  of  a  $  45.0  million
revolving   credit  facility  available  through  October  31,  2005   (the
"revolving  loan")  and a capital loan facility of up to  $  46.25  million
(subject to compliance with certain collateral coverage ratios) (the  "term
loan").  The term loan is payable in fixed quarterly principal payments  of
$  1.2 million until maturity on November 10, 2005.  The term and revolving
loan  agreements  permit  both  prime  rate  based  borrowings  and  London
InterBank  Offered Rate ("LIBOR") borrowings plus a floating  spread.   The
spread  for  LIBOR borrowings will float up or down based on the  Company's
performance as determined by a leverage ratio.  The spread can  range  from
1.0% to 1.5% above LIBOR.

At  March  1,  2000,  the  Company had $ 8.0  million  of  credit  capacity
available  under  its credit facilities.  As there are  no  plans  to  make
significant  capital expenditures in 2000, the Company does not  anticipate
any  additional borrowings under its facilities.  At December 31, 1999, the
Company was in compliance with the provisions of its loan agreements or had
received  the appropriate waiver.  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.

Cash  used  in operating activities during the eight months ended  December
31, 1999 was $  3.8  million compared to cash generated from operating
activities  of  $ 16.5 million, $  10.5  million and $ 8.5 million for the
years ended April  30,  1999, 1998  and 1997, respectively.  The decrease
of $ 20.3 million in the eight months ended December 31, 1999 is primarily
attributable to a decrease in earnings  before  depreciation and special
charges.  The $ 6.0  million increase in for the year ended April 30, 1999
is primarily attributable to a decrease in accounts receivable.

Cash  provided by investing activities for the eight months ended December
31, 1999 was $  5.6 million.  The Company sold aircraft that no longer met
the Company's needs netting proceeds of $ 16.3  million.  Cash used in

                                  14
<PAGE>


investing activities increased to $ 22.8 million for the year ended
April  30,  1999, as  compared to $ 20.2 million for the year ended
April 30, 1998 and $ 32.3 million for the year ended April 30, 1997.
For the year ended April 30, 1999,  investing activities totaling $ 42.3
million primarily included the purchase and completion of ten aircraft,
aircraft refurbishments, and other related  items.  In addition, the
Company sold aircraft that no longer met the Company's requirements; the
net proceeds were $ 19.9 million.

Investing activities for the year ended April 30, 1998 were $ 20.2 million.
Cash  used  was primarily attributed to the purchase of seven aircraft  and
expenditures  related  to  the  Company's aircraft  refurbishment  program.
Proceeds from the sale and disposition of aircraft were $ 14.0 million.  In
addition, the Company purchased the assets of Samaritan AirEvac in 1998 for
$ 8.8 million.

                                 Year 2000

In  order to minimize or eliminate the effect of the Year 2000 risk on  its
business  systems  and  applications, the  Company  identified,  evaluated,
implemented  and  tested changes to its computer systems, applications  and
software  necessary  to  achieve  Year 2000  with  no  significant  issues.
Management continues to keep its Year 2000 project management in  place  to
monitor  latent problems that could surface at key dates or events  in  the
future.  Management does not anticipate any significant problems related to
these  events.   The  total direct cost of Year 2000  compliance  plan  was
approximately  $ 0.4  million, of which $ 40,000 was  incurred  during  the
Transition Period.  These costs were expensed.

                       New Accounting Pronouncements

In  June  1998,  the Financial Accounting Standards Board  ("FASB")  issued
Statement  of  Financial Accounting Standards ("SFAS") No. 133,  Accounting
for  Derivative  Instruments and Hedging Activities.  SFAS 133  establishes
new accounting and reporting standards for derivative financial instruments
and  for  hedging activities.  SFAS No. 133 requires the Company to measure
all derivatives at fair value and to recognize them in the balance sheet as
an  asset  or  liability, depending on the Company's rights or  obligations
under  the  applicable derivative contract.  In June 1999, the FASB  issued
SFAS No. 137, which deferred the effective date of adoption of SFAS No. 133
for  one year.  The Company will adopt SFAS No. 133 no later than the first
quarter  of  fiscal year 2001.  The Company has considered the implications
of  adopting  the  new  method of accounting for  derivatives  and  hedging
activities  and  has  concluded that its implementation  will  not  have  a
material effect on the Company's consolidated financial statements.

Environmental Matters

The  Company is subject to federal, state and local environmental laws  and
regulations that impose limitations on the discharge of pollutants into the
environment and establish standards for the treatment, storage and disposal
of toxic and hazardous wastes.

The  Company has policies and procedures in effect to strictly monitor  its
compliance  with environmental regulations at its operating locations.   In
the first quarter of fiscal 1996, the Company began an environmental review
at  selected domestic bases, and known or suspected fuel contamination  has
been identified at all the bases reviewed.

The  Company expensed, including provisions for environmental costs, $  1.5
million,  $ 0.4 million, $ 0.7 million and $ 1.3 million for the Transition
Period  and  years  ended  April 30, 1999, 1998,  and  1997,  respectively,
related  to  remediation  efforts.   The Company  is  currently  conducting
assessments  at  additional bases to determine the  extent  of  remediation
required  at these locations.  Management believes that reasonably possible
upper  range  of exposure for environmental remediation matters  is  $  3.6
million.  The aggregate recorded provision for environmental related  costs
at  December  31,  1999 was $ 3.0 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.

                                  15
<PAGE>


ITEM 7.A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risks associated with interest rates.  The
Company  makes  limited use of derivative financial instruments  to  manage
risks   associated   with  existing  or  anticipated   transactions.    All
derivatives used for risk management are closely monitored by the Company's
senior  management.   The  Company does not hold  derivatives  for  trading
purposes  and  it  does  not  use derivatives  with  leveraged  or  complex
features.  Derivative instruments are traded either with creditworthy major
financial institutions or over national exchanges.

At  December 31, 1999, the Company was a party to interest rate swaps  with
notional  amounts totaling $ 40.0 million that were designed to  convert  a
similar  amount of variable-rate debt to fixed rates.  The swaps mature  in
2003.   The  swaps require the Company to pay an average interest  rate  of
5.78%  plus  a maximum spread of 1.5% which was the percentage at  December
31, 1999 over their composite lives, and at December 31, 1999, the interest
rate  to  be received by the Company averaged 6.22% plus a spread of  1.5%.
The variable interest rate received by the Company under each swap contract
is  repriced  quarterly. The Company considers these swaps to  be  a  hedge
against potentially higher future interest rates.  As described in  Note  7
to the consolidated financial statements, the estimated fair value of these
interest rate swaps was $ 1.5 million at December 31, 1999.

At  December 31, 1999, $ 75.0 million of the Company's long-term  debt  had
variable interest rates.  Based on debt outstanding and interest rate  swap
agreements  in  place  at  December 31, 1999, a 10%  increase  in  variable
interest  rates would increase the Company's interest expense in  the  year
ending 2000 by $ 0.6 million.

At  April  30,  1999,  $ 75.6 million of the Company's long-term  debt  had
variable  interest rates.  Based on debt outstanding and interest rate swap
agreements in place at April 30, 1999, a 10% increase in variable interest
rates would increase the Company's interest expense for the following  year
by $ 0.6 million.

                                  16
<PAGE>

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-----------------------------------------------------

                       Independent Auditors' Report
                       ----------------------------

To the Board of Directors and Shareholders of
   Petroleum Helicopters, Inc.

We  have  audited the accompanying consolidated balance sheet of  Petroleum
Helicopters, Inc. and subsidiaries as of December 31, 1999 and the  related
consolidated statements of operations, shareholders' equity, and cash flows
for  the eight months ended December 31, 1999.  Our audit also included the
financial statement schedule for the eight months ended December  31,  1999
listed  in  the Index at Item 14.  These financial statements and financial
statement schedule are the responsibility of the Company's management.  Our
responsibility  is to express an opinion on these financial statements  and
financial statement schedule based on our audit.

We  conducted  our  audit  in accordance with generally  accepted  auditing
standards.  Those standards require that we plan and perform the  audit  to
obtain reasonable assurance about whether the financial statements are free
of  material  misstatement.  An audit includes examining, on a test  basis,
evidence   supporting  the  amounts  and  disclosures  in   the   financial
statements.   An  audit  also includes assessing the accounting  principles
used  and  significant estimates made by management, as well as  evaluating
the  overall financial statement presentation.  We believe that  our  audit
provides a reasonable basis for our opinion.

In  our opinion, such consolidated financial statements present fairly,  in
all  material  respects,  the financial position of Petroleum  Helicopters,
Inc.  and  subsidiaries  at  December 31, 1999 and  the  results  of  their
operations  and  their cash flows for the eight months ended  December  31,
1999 in conformity with generally accepted accounting principles.  Also  in
our  opinion, such financial statement schedule for the eight months  ended
December  31,  1999, when considered in relation to the basic  consolidated
financial  statements  taken as a whole, presents fairly  in  all  material
respects the information set forth therein.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
New Orleans, Louisiana
February 25, 2000

                                  17
<PAGE>


                          Independent Auditors' Report
                          ----------------------------
The Board of Directors and Shareholders
Petroleum Helicopters, Inc.:

We  have  audited the accompanying consolidated balance sheets of Petroleum
Helicopters, Inc. and subsidiaries as of April 30, 1999 and 1998,  and  the
related  consolidated statements of operations, shareholders' equity,   and
cash  flows for each of the years in the three-year period ended April  30,
1999.   In  connection  with  our  audits  of  the  consolidated  financial
statements,  we  also  have  audited the accompanying  financial  statement
schedule,  "Valuation and Qualifying Accounts," for the  three-year  period
ended  April  30,  1999.   These  consolidated  financial  statements   and
financial  statement  schedule  are the  responsibility  of  the  Company's
management.   Our  responsibility  is  to  express  an  opinion  on   these
consolidated financial statements and financial statement schedule based on
our audits.

We  conducted  our  audits in accordance with generally  accepted  auditing
standards.  Those standards require that we plan and perform the  audit  to
obtain reasonable assurance about whether the financial statements are free
of  material  misstatement.  An audit includes examining, on a test  basis,
evidence   supporting  the  amounts  and  disclosures  in   the   financial
statements.   An  audit  also includes assessing the accounting  principles
used  and  significant estimates made by management, as well as  evaluating
the  overall financial statement presentation.  We believe that our  audits
provide a reasonable basis for our opinion.

In  our  opinion, the consolidated financial statements referred  to  above
present  fairly,  in  all  material respects,  the  financial  position  of
Petroleum Helicopters, Inc. and subsidiaries as of April 30, 1999 and 1998,
and  the results of their operations and their cash flows for each  of  the
years  in  the  three-year period ended April 30, 1999, in conformity  with
generally  accepted  accounting principles.   Also,  in  our  opinion,  the
related  financial statement schedule, when considered in relation  to  the
basic  consolidated financial statements taken as a whole, presents fairly,
in all material respects, the information set forth therein.

As  discussed in Note 1 to the consolidated financial statements, in fiscal
1999  the  Company  adopted the method of accounting for computer  software
costs prescribed by Statement of Position 98-1.

/s/ KPMG LLP

KPMG LLP
New Orleans, Louisiana
June 11, 1999

                                  18
<PAGE>

               PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                           (Thousands of dollars)
<TABLE>
<CAPTION>
                                           December 31,     April 30,     April 30,
                                                1999          1999           1998
                                           ------------   ------------   -----------
<S>                                        <C>            <C>         <C>
               ASSETS
Current Assets:
 Cash and cash equivalents                 $    1,663      $    3,025    $    2,753
 Accounts receivable - net of allowance:
   Trade                                       36,917          39,724        41,447
   Other                                        3,558           2,511         8,823
 Inventory                                     37,277          34,902        34,016
 Prepaid expenses                               2,987           1,658         1,478
 Refundable income taxes                        3,922           3,368             -
                                           -----------     -----------   -----------
        Total current assets                   86,324          85,188        88,517
                                           -----------     -----------   -----------

Investments in affiliates and other             1,685           1,827         3,385
Property and equipment, at cost:
 Flight equipment                             214,638         231,300       221,263
 Other                                         42,231          41,030        34,779
                                           -----------     -----------   -----------
                                              256,869         272,330       256,042
                                           -----------     -----------   -----------
Less accumulated depreciation                (121,822)       (127,770)     (120,923)
                                           -----------     -----------   -----------
                                              135,047         144,560       135,119
                                           -----------     -----------   -----------
          Total Assets                     $  223,056      $  231,575    $  227,021
                                           ===========     ===========   ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
 Accounts payable and accrued liabilities  $   20,013      $   22,210    $  28,004
 Accrued vacation payable                       6,020           6,057        5,672
 Current maturities of long-term debt           5,592           5,891        5,824
 Income taxes payable                               -               -         1,046
                                           -----------     -----------   ----------
        Total current liabilities              31,625          34,158        40,546
                                           -----------     -----------   ----------

Long-term debt, net of current maturities      72,048          74,405        66,795
Deferred income taxes                          17,776          19,411        19,172
Other long-term liabilities                     7,984           7,020         5,803
Commitments and Contengencies (Note 8)
Shareholders' Equity
 Voting common stock - par value of $ 0.10;
 authorized shares of 12,500,000                  279             279           280
 Non-voting common stock - par value of
 $ 0.10; authorized shares of 12,500,000          237             237           236
 Additional paid-in capital                    11,729          11,717        11,706
 Retained earnings                             81,378          84,348        82,483
                                           -----------     -----------   ----------
        Total shareholders' equity             93,623          96,581        94,705
                                           -----------     -----------   ----------
        Total Liabilities and
           Shareholders' Equity            $  223,056      $  231,575    $  227,021
                                           ===========     ===========   ==========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
                                  19

<PAGE>

               PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF OPERATIONS
          (Thousands of dollars and shares, except per share data)


<TABLE>
<CAPTION>

                                      Eight Months              Year Ended April 30,
                                         Ended            ------------------------------------
                                    December 31, 1999        1999          1998         1997
                                    -----------------     ----------    ----------   ---------
<S>                                 <C>                   <C>           <C>          <C>
Revenues:
  Operating revenues                    $ 146,380         $ 247,339     $ 236,582    $ 211,663
  Other income, net                         5,909             3,543         2,264          725
                                        ----------        ---------     ---------    ---------
                                          152,289           250,882       238,846      212,388
Expenses:
  Direct expenses                         139,902           214,516       203,421      184,456
  Selling, general and administrative      12,359            18,017        17,798       12,778
  Special charges                               -             7,298             -            -
  Interest expense                          3,978             6,017         5,118        4,297
                                        ----------        ---------     ---------    ---------
                                          156,239           245,848       226,337      201,531
                                        ----------        ---------     ---------    ---------

Earnings (loss) before income taxes        (3,950)            5,034        12,509       10,857
Income taxes                               (1,251)            2,046         5,092        4,387
                                        ----------        ---------     ---------    ---------
Net earnings (loss)                     $  (2,699)        $   2,988      $  7,417     $  6,470
                                        ==========        =========     =========    =========

Basic earnings (loss) per common share  $   (0.52)        $    0.58      $   1.45     $   1.27
                                        ==========        =========     =========    =========

Diluted earnings (loss)
    per common share                    $   (0.52)        $    0.57      $   1.43     $   1.25
                                        ==========        =========     =========    =========

Weighted average
    common shares outstanding               5,160             5,167         5,115        5,080

Incremental common shares                       -                60            81           92
                                        ----------        ---------     ---------    ---------
Weighted average
    common shares and equivalents           5,160             5,227         5,196        5,172
                                        ==========        =========     =========    =========

Dividends declared per common share     $    0.05         $    0.20     $    0.20    $    0.20
                                        ==========        =========     =========    =========

</TABLE>

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

                                  20
<PAGE>

               PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                     (Thousands of dollars and shares)

<TABLE>
<CAPTION>
                                Voting           Non-Voting
                             Common Stock       Common Stock      Additional
                           ---------------     ----------------    Paid-in   Retained
                           Shares   Amount     Shares   Amount     Capital   Earnings
                           ------   ------     ------   ------    ---------  ---------
<S>                        <C>      <C>        <C>      <C>       <C>        <C>
BALANCE
 April 30, 1996            2,800    $  280     2,276    $ 227     $ 10,220   $ 70,674
                           ======   =======    ======   ======    =========  =========

 Stock Options Exercised       5         -        16        2          405          -

 Other                        (4)        -         2        -          185        (31)

 Net Earnings                  -         -         -        -            -      6,470

 Dividends                     -         -         -        -            -     (1,016)
                           ------   -------    ------   ------    ---------  ---------

BALANCE
 April 30, 1997            2,801    $  280     2,294    $ 229     $ 10,810   $ 76,097
                           ======   =======    ======   ======    =========  =========

 Stock Options Exercised       -         -        65        7          888          -

 Other                         -         -         -        -            8          -

 Net Earnings                  -         -         -        -            -      7,417

 Dividends                     -         -         -        -            -     (1,031)
                           ------   -------    ------   ------    ---------  ---------

BALANCE
 April 30, 1998            2,801    $  280     2,359    $ 236     $ 11,706   $ 82,483
                           ======   =======    ======   ======    =========  =========

 Stock Options Exercised       -         -         9        1           78          -

 Other                        (8)       (1)       (2)       -          (67)       (67)

 Net Earnings                  -         -         -        -            -       2,988

 Dividends                     -         -         -        -            -      (1,056)
                           ------   -------    ------   ------    ---------  ---------

BALANCE
 April 30, 1999            2,793    $  279     2,366    $ 237     $ 11,717    $ 84,348
                           ======   =======    ======   ======    =========  =========

 Other                         -         -         1        -           12           -

 Net Loss                      -         -         -        -            -      (2,699)

 Dividends                     -         -         -        -            -        (271)
                           ------   -------    ------   ------    ---------  ---------

BALANCE
 December 31, 1999         2,793    $  279     2,367    $ 237     $ 11,729    $ 81,378
                           ======   =======    ======   ======    =========  =========

</TABLE>

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

                                  21
<PAGE>

               PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Thousands of dollars)
<TABLE>
<CAPTION>

                                      Eight Months              Year Ended April 30,
                                         Ended            ------------------------------------
                                    December 31, 1999        1999          1998         1997
                                    -----------------     ----------    ----------   ---------
<S>                                 <C>                   <C>           <C>          <C>

Cash flows from operating activities:
 Net earnings (loss)                      $ (2,699)       $  2,988      $  7,417     $  6,470
 Adjustments to reconcile net earnings
  (loss)to net cash provided by (used in)
   operating activities:
   Depreciation                              9,655          16,193        12,534        9,977
   Deferred income taxes                    (1,635)            239           933        3,273
   Gain on asset dispositions               (6,595)         (3,583)       (3,313)      (1,285)
   Special charges                               -           6,172             -            -
   Equity in net (earnings) losses of
    investee companies                         806              40          (242)         560
 Changes in operating assets and
   liabilities:
   Accounts receivable                       1,516           3,633       (12,042)      (6,822)
   Inventory                                (2,375)           (859)       (3,682)      (4,088)
   Refundable income taxes                    (554)         (3,368)        1,344         (607)
   Prepaid and other                          (875)           (505)         (127)         395
   Accounts payable, accrued
    liabilities and vacation payable        (1,992)         (4,326)        5,800        1,616
   Income taxes payable                          -          (1,046)        1,046            -
   Other long-term liabilities                 933             917           840       (1,000)
                                          ---------       ---------     ---------    ---------

 Net cash provided by (used in)
   operating activities                     (3,815)         16,495        10,508        8,489
                                          ---------       ---------     ---------    ---------

Cash flows from investing activities:
 Investments in affiliates                    (580)           (424)       (8,730)        (957)
 Purchase of property and equipment        (10,047)        (42,271)      (25,475)     (40,835)
 Proceeds from asset dispositions           16,254          19,881        13,982        6,583
 Proceeds from sale of investment                -               -             -        2,935
                                          ---------       ---------     ---------    ---------

 Net cash provided by (used in)
   investing activities                      5,627         (22,814)      (20,223)     (32,274)
                                          ---------       ---------     ---------    ---------

Cash flows from financing activities:
 Proceeds from long-term debt               12,000          30,000        31,150       42,425
 Payments on long-term debt                (14,656)        (22,324)      (20,991)     (17,295)
 Proceeds from exercise of stock
   options and other                             -             (50)          895          209
 Dividends paid                               (518)         (1,035)       (1,023)      (1,016)
                                          ---------       ---------     ---------    ---------

 Net cash provided by (used in)
  financing activities                      (3,174)          6,591         10,031      24,323
                                          ---------       ---------     ---------    ---------

Increase (decrease) in cash and
  cash equivalents                          (1,362)            272            316         538

Cash and cash equivalents,
  beginning of year                          3,025           2,753          2,437       1,899
                                          ---------       ---------     ---------    ---------

Cash and cash equivalents,
  end of year                             $  1,663        $  3,025        $ 2,753    $  2,437
                                          =========       =========     =========    =========


</TABLE>

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

                                  22
<PAGE>

               PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Consolidation and Other General Principles

     The   consolidated  financial  statements  include  the  accounts   of
     Petroleum  Helicopters, Inc. and its wholly-owned subsidiaries  ("PHI"
     or   the   "Company")  after  the  elimination  of   all   significant
     intercompany  accounts  and transactions.  Since  its  inception,  the
     Company's primary business has been to transport personnel and,  to  a
     lesser  extent,  parts  and equipment, to,  from  and  among  offshore
     platforms  for  customers  engaged in the  oil  and  gas  exploration,
     development  and  production industry.  The Company provides  aircraft
     maintenance services to third parties.  The Company also provides  air
     medical  transportation services for hospitals and  medical  programs.
     Investments in twenty to fifty percent owned affiliates are  accounted
     for  by  the  equity  method and consist primarily of  investments  in
     foreign affiliates.

     The  Company recognizes revenue on the accrual basis, generally during
     the  month  in which the services are rendered.  Revenues  related  to
     emergency  flights  generated by the Company's  subsidiary,  Air  Evac
     Services, Inc. ("Air Evac") are recorded net of contractual allowances
     under agreements with third party payors.

     Foreign currency transactions are not material.

     Fiscal Year Change

     Effective  December 31, 1999, the Company changed its fiscal  year-end
     to   December  31  of  each  year.   The  consolidated  statements  of
     operations,  shareholders' equity and cash flows for the  period  from
     May  1,  1999  to December 31, 1999 represent a transition  period  of
     eight  months which is referred to as the eight months ended  December
     31, 1999.

     The  following is a comparative summary of the operating  results  for
     the eight month periods ended December 31, 1999 and December 31, 1998:

                                          Eight Months Ended December 31,
                                             1999                 1998
                                          -----------          -----------
                                                               (Unaudited)
                                    (in thousands, except per share amounts)
    Revenues:
       Operating revenues                  $ 146,380            $ 170,607
       Other income, net                       5,909                 (930)
                                          -----------          -----------
                                             152,289              169,677
    Expenses:
       Direct expenses                       139,902              144,852
       Selling, general and administrative    12,359               11,915
       Interest expense                        3,978                4,105
                                          -----------          -----------
                                             156,239              160,872
                                          -----------          -----------
    Earnings (loss) before income taxes       (3,950)               8,805
    Income taxes                              (1,251)               3,611
                                          -----------          -----------
    Net earnings (loss)                    $  (2,699)           $   5,194
                                          ===========          ===========
    Net earnings (loss) per common share
       Basic                               $   (0.52)           $    1.01
                                          ===========          ===========
       Diluted                             $   (0.52)           $    0.99
                                          ===========          ===========

                                  23
<PAGE>

     Use of Estimates

     In  preparing  the  Company's  financial statements  management  makes
     informed estimates and assumptions that affect the amounts reported in
     the  financial statements and related disclosures.  Actual results may
     differ from these estimates.

     Cash Equivalents

     The  Company considers cash equivalents to include demand deposits and
     investments with original maturity dates of three months or less.

     Inventories

     Inventories  are  stated at the lower of average cost  or  market  and
     consist  primarily  of spare parts and aviation  fuel.  The  valuation
     reserve related to obsolete and excess inventory was $ 2.2 million,
     $ 2.2 million and $ 1.9 million at December 31, 1999, and April 30, 1999
     and 1998, respectively.

     Change in Accounting Estimate

     Effective  May 1, 1999 the Company changed the estimated useful  lives
     on  its aircraft from ten years to fifteen years.  The residual  value
     was  increased  from  25% to 30%.  The Company  believes  the  revised
     estimated  useful  lives and residual values will  more  appropriately
     reflect  its  financial  results by better  matching  costs  over  the
     estimated useful lives of these assets.  The effect of this change  on
     net  income  for  the  eight months ended  December  31,  1999  was  a
     reduction  in depreciation expense of approximately $ 1.7  million
     ($ 1.1 million after tax or $ .21 per diluted share).

     Property and Equipment

     Property   and  equipment  are  recorded  at  cost  less   accumulated
     depreciation.   For  financial  reporting  purposes,  depreciation  is
     computed  using  the straight-line method based upon estimated  useful
     lives of fifteen years for flight equipment and three to ten years for
     other  equipment.  Accelerated methods are used for tax  purposes.   A
     residual  value  of  30%  of  cost  is  used  in  the  calculation  of
     depreciation  of flight equipment and other equipment.  When  property
     and  equipment  is  sold  or  otherwise  disposed  of,  the  cost  and
     accumulated  depreciation  are  removed  from  the  accounts  and  any
     resulting gain or loss is reflected in earnings at the time of sale or
     other disposition.

     Long-lived  assets and certain identifiable intangibles  are  reviewed
     for  impairment  whenever events or changes in circumstances  indicate
     that  the  carrying  amount  of  an  asset  may  not  be  recoverable.
     Recoverability  of  assets  to be held  and  used  is  measured  by  a
     comparison  of the carrying amount of an asset to future  undiscounted
     net  cash flows expected to be generated by the asset.  If such assets
     are  considered  to be impaired, the impairment to  be  recognized  is
     measured  by  the  amount by which the carrying amount  of  the  asset
     exceeds its fair value.  Assets to be disposed of are reported at  the
     lower of the carrying amount or fair value less costs to sell.

     Self-Insurance

     The  Company maintains a self-insurance program for a portion  of  its
     health  care costs.  Self-insurance costs are accrued based  upon  the
     aggregate  of  the  liability for reported claims  and  the  estimated
     liability for claims incurred but not reported.

     The  Company does not presently have any significant obligations  for
     post employment benefits.

                                  24
<PAGE>


     Concentration of Credit Risk

     The Company's financial instruments that are exposed to concentrations
     of  credit  risk  consist primarily of cash and cash  equivalents  and
     trade accounts receivable.  The allowance for doubtful accounts was
     $ 0.8 million, $ 1.7 million and $ 2.0 million at December 31, 1999 and
     April  30, 1999 and 1998, respectively.  The Company does not  believe
     significant  credit  risk exists with respect to these  securities  at
     December 31, 1999.

     A  majority of the Company's business is conducted with major oil  and
     gas  exploration companies with operations in the Gulf of Mexico.  The
     Company  continually evaluates the financial strength of its customers
     but  does  not require collateral to support the customer receivables.
     The  Company establishes an allowance for doubtful accounts based upon
     factors  surrounding  the credit risk of specific  customers,  current
     market  conditions  and  other  information.   The  Company's  largest
     customer  (Oil and Gas Aviation Services business unit) accounted  for
     13%,  14%,  16%  and 15% of the Company's operating revenues  for  the
     eight  months ended December 31, 1999 and years ended April 30,  1999,
     1998  and  1997,  respectively.  The Company's five largest  customers
     accounted  for  34%, 30%, 32% and 32% of operating  revenues  for  the
     eight months ended December 31, 1999 and for the years ended April 30,
     1999, 1998 and 1997, respectively.

     Stock Compensation

     The  Company uses the intrinsic value method of accounting for  stock-
     based  compensation  prescribed by Accounting Principles  Board  (APB)
     Opinion No. 25 and, accordingly, follows the disclosure provisions  of
     Statement  of Financial Accounting Standards No. 123, "Accounting  for
     Stock-Based Compensation."

     Accounting for Computer Software

     In  March 1998, the American Institute of Certified Public Accountants
     issued Statement of Position (SOP) No. 98-1, "Accounting for the Costs
     of  Computer  Software Developed or Obtained for Internal Use,"  which
     establishes criteria for when these types of costs should be  expensed
     as incurred or capitalized.  The Company has implemented SOP 98-1 on a
     prospective basis as of May 1, 1998 resulting in approximately  $  1.2
     million  of  costs being capitalized during the year ended  April  30,
     1999  that  would  have  been expensed under  the  Company's  previous
     accounting  method for such costs.  This increased net earnings  by
     $ 0.7 million or $ 0.13 per diluted share for the year ended April 30,
     1999. Post-implementation costs are being expensed in accordance  with
     the SOP and capitalized costs are being amortized over their estimated
     useful life.

     Income Taxes

     Income  taxes are accounted for under the asset and liability  method.
     Under  this method, deferred tax assets and liabilities are recognized
     for  the  future tax consequences attributable to differences  between
     the  financial  statement  carrying amounts  of  existing  assets  and
     liabilities and their respective tax bases.  Deferred tax  assets  and
     liabilities are measured using enacted tax rates expected to apply  to
     taxable  income in the years in which those temporary differences  are
     expected  to  be  recovered or settled.  The effect  on  deferred  tax
     assets  and  liabilities  of a change in tax rates  is  recognized  in
     income in the period that included the enactment date.

     Earnings per Share

     Basic  earnings per share is computed by dividing income available  to
     common  stockholders by the weighted average number of  common  shares
     outstanding during the period.  Diluted earnings per share is computed
     in  the  same  manner  as  basic earnings per share  except  that  the
     denominator  is  increased to include the number of additional  common
     shares that could have been outstanding assuming the exercise of stock
     options and the potential shares that would have a dilutive effect  on
     earnings per share.  The diluted share base for the eight months ended
     December  31,  1999 excludes incremental shares of 34,972  related  to
     employee stock options and restricted stock awards.  These shares  are
     excluded due to their antidilutive effect as a result of the Company's
     net loss for the eight months ended December 31, 1999.

                                  25
<PAGE>

     Derivative Financial Instruments

     The  Company uses interest rate swap agreements to manage its interest
     rate exposure. The Company specifically designates these agreements as
     hedges  of  debt instruments and recognizes interest differentials  as
     adjustments to interest expense in the period the differentials occur.
     Under  interest  rate swap agreements, the Company agrees  with  other
     parties  to  exchange, at specific intervals, the  difference  between
     fixed-rate and variable-rate interest amounts calculated by  reference
     to  an  agreed-upon notional principal amount.  The fair value of  the
     interest   rate  swap  agreements  is  estimated  using  quotes   from
     counterparties  and  represents  the  cash  effect  if  the   existing
     agreements  had been settled at December 31, 1999 and April  30,  1999
     and 1998.

     New Accounting Pronouncements

     In June 1998, the Financial Accounting Standards Board ("FASB") issued
     Statement  of  Financial  Accounting  Standards  ("SFAS")   No.   133,
     Accounting  for  Derivative Instruments and Hedging Activities.   SFAS
     133  establishes new accounting and reporting standards for derivative
     financial  instruments  and  for  hedging  activities.  SFAS  No.  133
     requires the Company to measure all derivatives at fair value  and  to
     recognize  them  in  the  balance sheet  as  an  asset  or  liability,
     depending  on the Company's rights or obligations under the applicable
     derivative  contract.   In June 1999, the FASB issued  SFAS  No.  137,
     which deferred the effective date of adoption of SFAS No. 133 for  one
     year.   The  Company will adopt SFAS No. 133 no later than  the  first
     quarter   of  fiscal  year  2001.  The  Company  has  considered   the
     implications of adopting the new method of accounting for  derivatives
     and  hedging activities and has concluded that its implementation will
     not  have  a  material effect on the Company's consolidated  financial
     statements.


(2)  SPECIAL CHARGES

     In  April  1999,  in connection with management's decision  to  reduce
     costs  and  to  recognize the impairment of  assets  as  a  result  of
     decreased  activity, the Company recorded Special  Charges  of  $  7.3
     million ($ 4.4 million on an after tax basis or  $ 0.84 per diluted
     share).  Additionally, a charge of $ 1.7 million was recognized during
     the year-ended  April  30,  1999  for  the  disposition  of  slow
     moving inventories and is  included  in  direct expenses.  The combined
     effect of these two amounts is  $ 9.0 million before tax.

     The Special Charges are as follows:

        Description                                   (Millions of dollars)
        --------------------------------              ---------------------
        Severance and related costs (37 employees)          $  1.3
        Impairment of property and equipment                   1.6
        Impairment of certain foreign based joint venture      3.8
        Other                                                  0.6
                                                         --------------
            Special Charges                                 $  7.3
                                                         ==============


     At  April 30, 1999, $ 0.8 million of these charges remained in accrued
     liabilities,  which  was  comprised of  $  0.3  million  for  employee
     severance   /   benefits  and  $  0.5  million  for   other   charges;
     substantially all of which was paid by December 31, 1999.

                                  26
<PAGE>

(3)  LONG-TERM DEBT
<TABLE>
<CAPTION>
                                   December 31, 1999    April 30, 1999    April 30, 1998
                                   -----------------    --------------    --------------
                                                     (Thousands of dollars)
  <S>                               <C>                 <C>               <C>
    Secured  term loan notes  due
    November  10, 2003 and  2005,
    due in quarterly installments
    of $ 1,223,214, bearing
    interest (at rates  varying
    between  7.7%  and  8.0%  on
    December 31, 1999)                 $  40,465           $  44,134         $  42,027

    Secured   notes  due  October
    31,  2005  and  November  10,
    2005,  under revolving credit
    facilities totaling
    $ 45,000,000 bearing interest
    (at rates varying between 7.7%
    and 8.0% on December 31, 1999)        34,500              31,500            25,000

    Secured  10  year  promissory
    notes due in monthly
    installments of $ 72,000
    commencing July 9, 1993  with
    a  fixed interest rate of 7.0%         2,675               4,662             5,592
                                       ----------          ----------         ---------

    Total debt                            77,640              80,296            72,619

    Less current maturities                5,592               5,891             5,824
                                       ----------          ----------         ---------

    Long-term debt                      $ 72,048            $ 74,405          $ 66,795
                                       ==========          ==========         =========

</TABLE>

     Maturities of long-term debt are as follows:

                                      (Thousands of dollars)
              2000                              $   5,592
              2001                                 12,542
              2002                                 12,596
              2003                                 13,109
              2004                                 10,900
              Thereafter                           22,901
                                                ---------
                                                $  77,640
                                                =========

     At  December  31,  1999, the following assets and their  related  book
     values are pledged as collateral on long-term debt aggregating $  77.6
     million:

                                      (Thousands of dollars)
             Equipment, net of depreciation     $  69,371
             Inventory                             31,555
             Accounts receivable, net              32,670
                                                ---------
                                                 $133,596
                                                =========

     Term Loans and Revolving Credit Facilities

     On  November  30,  1998, the Company and its principal  lending  group
     entered  into a loan agreement that amended and restated its  original
     loan agreement dated January 1, 1986.  The new agreement provided a
     $ 40.0  million  revolving credit facility and a  $ 40.0 million term
     credit  facility.   The loan is secured by substantially  all  of  the
     Company's  assets.   The  term  loan is  payable  in  fixed  quarterly
     principal  payments of $ 1.0 million until maturity  on  November  10,
     2005.   The  secured  term and revolving loan agreement  permits  both
     prime  rate  based  borrowings  and  London  InterBank  Offered   Rate
     ("LIBOR")  borrowings plus a floating spread.  The  spread  for  LIBOR
     borrowings will float up or down based on the Company's performance as
     determined by a leverage ratio. The spread can range from 1.0% to 1.5%
     above  LIBOR.  At  December 31, 1999  and  April  30, 1999 and 1998,

                                  27
<PAGE>

     $ 29.5 million, $ 26.5 million and $ 25.0 million, respectively,  was
     outstanding on the revolving credit facility which matures October 31,
     2005.   At  December  31, 1999 and April 30, 1999  and  1998,  $  36.0
     million,  $  39.0  million  and  $  36.0  million,  respectively,  was
     outstanding on the term loan notes.

     On  January 29, 1999, the Company's wholly-owned subsidiary, Air  Evac
     and  the  Company's principal lending group amended its original  loan
     agreement  dated  December 31, 1997.  This agreement  provides  $  5.0
     million  and  $  6.25  million revolver and  term  credit  facilities,
     respectively.  This loan is secured by certain assets of Air Evac  and
     is  guaranteed  by  the Company.  The term loan is  payable  in  fixed
     quarterly  principal  payments  of $ 0.2  million  until  maturity  on
     November  10,  2003.   The secured term and revolving  loan  agreement
     permits  both prime rate based borrowings and London InterBank Offered
     Rate  ("LIBOR")  borrowings plus a floating spread.   The  spread  for
     LIBOR  borrowings  will  float  up or  down  based  on  the  Company's
     performance as determined by a leverage ratio.  The spread  can  range
     from  1.0%  to 1.5% above LIBOR.  At December 31, 1999 and  April  30,
     1999,  $  5.0 million was outstanding on the revolving credit facility
     which  matures November 10, 2005.  At December 31, 1999 and April  30,
     1999  and  1998,  $  4.5 million, $ 5.1 million  and  $  6.0  million,
     respectively, was outstanding on the term notes.

     Both the term loans and the revolving credit facilities are subject to
     certain  financial covenants with which the Company was in  compliance
     at  December  31, 1999 or had received the appropriate waiver.   These
     covenants  include maintaining certain levels of working  capital  and
     shareholders'  equity  and  contain other  provisions  some  of  which
     restrict  purchases of the Company's stock, capital  expenditures  and
     payment  of  dividends.  The declaration or payment  of  dividends  is
     restricted  to  20%  of  net  earnings for the  previous  four  fiscal
     quarters.   At April 30, 1999, the Company received a waiver  allowing
     the  $  9.0  million in special charges and inventory writedowns  (see
     Notes  to  Consolidated Financial Statements, Note 2) to  be  excluded
     from  the dividend restriction calculation, thus allowing the  payment
     of  dividends  in May 1999.  Such agreements also limit the  creation,
     incurrence  or  assumption of Funded Debt (as defined, which  includes
     long-term  debt) and the acquisition of investments in  unconsolidated
     subsidiaries.

     Cash  paid for interest on the secured and promissory notes was $  3.0
     million,  $ 5.7 million $ 4.6 million and $ 4.5 million for the  eight
     months  ended  December 31, 1999 and the years ended April  30,  1999,
     1998 and 1997, respectively.

(4)  INCOME TAXES

     Income tax expense (benefit) is composed of the following:


                            Eight Months              Year Ended April 30,
                              Ended             -----------------------------
                          December 31, 1999       1999       1998      1997
                          -----------------     --------   --------  --------
                                                    (Thousands of dollars)
       Current:
         Federal                $  (185)        $   544    $ 3,264    $    765
         State                       (8)            271        644         296
         Foreign                    577             992        251          53
       Deferred -
          principally Federal    (1,635)            239        933       3,273
                                --------        -------    -------     -------
                                $(1,251)        $ 2,046    $ 5,092     $ 4,387
                                ========        =======    =======     =======

                                  28
<PAGE>


     Deferred income tax expense (benefit) results from the following:

                            Eight Months              Year Ended April 30,
                              Ended            -----------------------------
                          December 31, 1999      1999       1998      1997
                          -----------------    --------   --------  --------
                                                   (Thousands of dollars)
      Accelerated
           depreciation        $     45        $ 2,797    $ 2,023   $ 2,911
      Accrued expenses and
          other liabilities      (1,658)        (1,352)    (1,090)      407
       Effect of tax credits        (22)        (1,206)         -       (45)
                               ---------       --------   --------  --------
                               $ (1,635)       $   239    $   933   $ 3,273
                               =========       ========   ========  ========

     Income  tax  expense  (benefit) as a percentage  of  pre-tax  earnings
     varies from the effective Federal statutory rate of 34% as a result of
     the following:

<TABLE>
<CAPTION>
                               Eight Months              Year Ended April 30,
                                 Ended             -----------------------------------------
                             December 31, 1999         1999          1998          1997
                             -----------------     ------------  ------------  ------------
                                                   (Thousands of dollars, except percentages)
                              Amount         %      Amount    %   Amount   %    Amount   %
                             ---------    ----     -------- ---  -------  ---  -------  ---
<S>                          <C>          <C>      <C>      <C>  <C>      <C>  <C>      <C>
Income taxes at
  statutory rate              $(1,343)    (34)      $1,712   34  $4,253    34  $3,691    34
    Increase (decrease)
     in taxes resulting from:
      Effect of state
        income taxes             (158)     (4)         179    4     514     4     195     2
      Other items - net           250       6          155    3     325     3     501     4
                              --------    ----      ------  ---  ------   ---  ------   ---
                              $(1,251)    (32)      $2,046   41  $5,092    41  $4,387    40
                              ========    ====      ======  ===  ======   ===  ======   ===
</TABLE>

     The   tax  effects  of  temporary  differences  which  give  rise   to
     significant  portions  of  the deferred tax assets  and  deferred  tax
     liabilities  at  December 31, 1999 and April 30,  1999  and  1998  are
     presented below:
                                                          April 30,
                                     December 31,     -----------------------
                                         1999            1999         1998
                                     ------------     ---------    ----------
                                              (Thousands of dollars)
  Deferred tax assets:
    Tax credits                        $ 1,874        $  1,896       $    690
    Vacation accrual                     2,088           2,134          1,919
    Inventory valuation                    657             880            696
    Workman's compensation reserve         313             448            396
    Allowance for uncollectible accounts   293             620            723
    Deferred gains                         971           1,253              -
    Other                                4,121           3,458          3,521
    Net operating loss                   1,524               -              -
                                      --------        --------       --------

        Total deferred tax assets       11,841          10,689          7,945
                                      --------        --------       --------

    Deferred tax liabilities:
       Tax depreciation in excess
        of book depreciation            28,616          28,571         25,774
       Other                             1,001           1,529          1,343
                                      --------        --------       --------
          Total deferred
            tax liabilities             29,617          30,100         27,117
                                      --------        --------       --------

          Net deferred
            tax liabilities           $ 17,776        $ 19,411       $ 19,172
                                      ========        ========       ========

                                  29
<PAGE>


     No  valuation allowance was recorded against the deferred  tax  assets
     because  management believes that the deferred tax  assets  will  more
     than  likely be realized in full through future operating results  and
     the reversal of taxable temporary differences.

     Income  taxes  paid  were approximately $ 0.6 million  for  the  eight
     months ended December 31, 1999 and $ 4.9 million, $ 3.5 million and
     $ 2.4 million for  the  years ended April 30,  1999,  1998  and  1997,
     respectively.

 (5) EMPLOYEE BENEFIT PLANS

     Savings and Retirement Plans

     The  Company established, effective July 1, 1989, an Employee  Savings
     Plan  under  Section 401(k) of the Internal Revenue  Code.   Effective
     July  1999, the plan provides that the Company match 200% of up to  3%
     of employee contributions. Previously, the Company matched 100% of the
     first 3% of their contributions.  The Company's contribution was $ 2.4
     million,  $  2.1  million,  $ 1.7 million, and $ 1.6 million  for  the
     eight  months ended December 31, 1999, and the years ended  April  30,
     1999, 1998 and 1997, respectively.

     Effective  September  1,  1994,  the Company  adopted  a  Supplemental
     Executive  Retirement  Plan ("SERP").  The nonqualified  and  unfunded
     plan provides senior management with supplemental retirement and death
     benefits at age 65.  Life insurance policies, of which the Company  is
     the sole owner and beneficiary, were purchased on the lives of each of
     the participants.  Supplemental retirement benefits were based on one-
     third  (1/3)  of  the  participants' monthly income  at  the  time  of
     adoption.  Currently, there are no SERP provisions for an increase  in
     benefits,  partial vesting or early retirement.  The assumed  discount
     rate was 7.5%.  Expenses for the plan were  $  267,000,   $ 284,000,
     $ 326,000 and $ 275,000 for the eight  months ended December 31, 1999,
     and the years ended April 30, 1999, 1998 and 1997, respectively.

     During  fiscal  1996,  the  Board  of Directors  approved  an  Officer
     Deferred Compensation Plan and a Director Deferred Compensation  Plan.
     Both plans were effective May 31, 1995.  The plans permit key officers
     and all directors to defer a portion of their compensation.  The plans
     are nonqualified and unfunded.

     Stock Option Plans

     Effective  May 1, 1992, the Company's Board of Directors  adopted  the
     Petroleum Helicopters, Inc. 1992 Non-Qualified Stock Option and  Stock
     Appreciation  Rights Plan (the "Plan").  The Company is authorized  to
     grant  non-qualified  stock options and stock appreciation  rights  to
     selected  employees to purchase up to 100,000 shares of the  Company's
     non-voting common stock at an exercise price of not less than  25%  of
     their  fair  market value at the date of grant.  The  options  may  be
     exercised  any time after one year from the date of grant until  their
     expiration at five years from such date.

     Under  the  PHI 1995 Incentive Plan (the "1995 Plan"), the Company  is
     authorized  to issue a total of 175,000 shares of voting common  stock
     and  325,000  shares  of  non-voting common stock.   The  Compensation
     Committee of the Board of Directors is authorized under the 1995  Plan
     to  grant stock options, restricted stock, stock appreciation  rights,
     performance  shares, stock awards and cash awards. The exercise  price
     of  the  stock option grants is equal to the fair market value of  the
     underlying stock at the date of grant.

     During  the  eight months ended December 31, 1999, 30,000  voting  and
     142,000  non-voting stock options were granted under  the  1995  Plan.
     During  the  year  ended April 30, 1999, 13,084 non-voting  restricted
     shares and 19,000 non-voting stock options were granted under the 1995
     Plan.   The  restricted shares will become unrestricted  on  July  31,
     2001.   The  non-voting options, in the event they become vested,  are
     exercisable  over  the next five years, expiring  in  2007  and  2008.
     During  the  year  ended April 30, 1997, 24,000 non-voting  restricted
     shares and 23,200 non-voting stock options were granted under the 1995
     Plan.  The restricted shares and the options granted during  the  year
     ended April 30, 1997 vested on July 31, 1997 and the restricted shares
     will  become  unrestricted on July 31, 2000.  These  options  are  all
     exercisable  and  expire on July 30, 2006.  The  Company  recorded  no
     compensation expense related to the 1995 Plan during the eight  months
     ended  December 31, 1999 and the years ended April 30, 1999 and  1998,
     and $ 0.4 million during the year ended April 30, 1997.

                                  30
<PAGE>

     On  October  30, 1998, the shareholders of PHI adopted  the  Directors
     Stock  Compensation Plan (the "Plan") to (i) substitute for the annual
     cash  retainer to non-employee directors ("Directors") an annual award
     of  PHI's  non-voting common stock ("Common Stock"), and (ii)  provide
     for  the  automatic annual grant to Directors of options  to  purchase
     2,000  shares  of  Common  Stock.  The  Plan  also  provides  for  the
     voluntary  deferral of all or a portion of the stock  awards  or  fees
     otherwise payable annually to each Director.  All non-employee members
     of  the  Board  of Directors of PHI participate in the  Plan.   Up  to
     150,000  shares of Common Stock may be issued under the Plan,  subject
     to  adjustment  in the event of any recapitalization, stock  dividend,
     stock  split,  combination of shares or other  change  in  the  Common
     Stock.   During  the  eight months ended December 31,  1999,  and  the
     fiscal   year  ended  April  30,  1999,  10,000  and  6,000   options,
     respectively, were issued under the Plan.

     A summary of the Plans' activities for the eight months ended December
     31, 1999, and the years ended April 30, 1999, 1998 and 1997 is as
     follows:


<TABLE>
<CAPTION>
                      1992 Plan      Other    Director        1995 Plan Options
                       Options      Options     Plan
                     ----------     --------  ----------   ---------------------
                     Non-Voting     Voting    Non-Voting    Voting    Non-Voting  Total
                     ----------     --------  ----------   -------   ----------  ---------

<S>                  <C>            <C>       <C>          <C>       <C>          <C>
Balance outstanding
 at April 30, 1996     75,000         5,000         -      23,200      116,000    219,200
                     ==========     ========  ==========   =======    ==========  =========

Options granted at
  $ 14.88 (non-voting)      -             -         -           -       23,200     23,200

Options
  lapsed/cancelled          -             -         -      (2,720)     (21,304)   (24,024)

Options exercised     (16,500)       (5,000)        -           -       (2,527)   (24,027)
                     ----------     --------  ----------   -------    ----------  ---------

Balance outstanding
 at April 30, 1997     58,500             -         -      20,480      115,369    194,349
                     ==========     ========  ==========   =======    ==========  =========

Options granted             -             -         -           -            -          -

Options
 lapsed/cancelled      (9,000)            -         -           -      (23,550)   (32,550)

Options exercised     (49,500)            -         -           -      (12,369)   (61,869)
                     ----------     --------  ----------   -------    ----------  ---------

Balance outstanding
 at April 30, 1998          -             -         -      20,480       79,450     99,930
                     ==========     ========  ==========   =======    ==========  =========

Options granted at
 a price range of
 $ 16.25 to $ 16.75         -             -     6,000           -       19,000     25,000

Options
 lapsed/cancelled           -             -         -           -       (5,493)    (5,493)

Options exercised           -             -         -           -       (9,240)    (9,240)
                     ----------     --------  ----------   -------    ----------  ---------

Balance outstanding
 at April 30, 1999          -             -     6,000      20,480       83,717    110,197
                     ==========     ========  ==========   =======    ==========  =========

                                  31
<PAGE>

                      1992 Plan      Other    Director        1995 Plan Options
                       Options      Options     Plan
                     ----------     --------  ----------   ---------------------
                     Non-Voting     Voting    Non-Voting    Voting    Non-Voting  Total
                     ----------     --------  ----------   -------   ----------  ---------
Options granted at
 a price range of
 $ 9.81 to $ 13.25           -            -    10,000      30,000      142,000    182,000
                     ----------     --------  ----------   -------    ----------  ---------

Balance outstanding
 at December 31, 1999        -            -    16,000      50,480      225,717    292,197
                     ==========     ========  ==========   =======    ==========  =========

Shares exercisable
 at April 30, 1997
 at a price range of
 $ 8.50 to $ 15.50
 (weighted average
  exercise price of
  $12.22)               58,500            -         -      10,240       44,821    113,561
                     ==========     ========  ==========   =======    ==========  =========

Shares exercisable
 at April 30, 1998
 at a price range of
 $ 8.50 to $15.50
 (weighted average
  exercise price of
  $ 8.93)                   -             -         -      20,480       77,130     97,610
                     ==========     ========  ==========   =======    ==========  =========

Shares exercisable
 at April 30, 1999
 at a price range of
 $ 8.50 to $16.31
 (weighted average
  exercise price of
  $ 9.15)                   -             -         -      20,480       66,717     87,197
                     ==========     ========  ==========   =======    ==========  =========

Shares exercisable
 at December 31, 1999
 at a price range of
 $ 8.50 to $16.31
 (weighted average
  exercise price of
  $ 9.62)                   -             -         -      20,480       71,717     92,197
                     ==========     ========  ==========   =======    ==========  =========

Shares available
 for future grant
 at December 31, 1999  34,000             -   134,000      124,520      58,432    350,952
                     ==========     ========  ==========   =======    ==========  =========

</TABLE>
                                  32
<PAGE>

     The   following  table  summarizes  information  about  stock  options
outstanding as of December 31, 1999:

<TABLE>
<CAPTION>
                         Options Outstanding            Options Exercisable
                  -----------------------------------------------------------------
                           Weighted-Avg.
                            Remaining       Weighted-                 Weighted-
  Range of          As of   Contractual    Avg. Exercise    As of    Avg. Exercise
Exercise Prices   12/31/99   Life-Yrs.        Price        12/31/99     Price
-----------------------------------------------------------------------------------
<S>               <C>        <C>             <C>           <C>         <C>
$  8.50 - $  9.75   81,197     5.00         $  8.77         81,197      $  8.77

$  9.81 - $ 13.25  182,000     9.58           12.67              -            -

     $ 14.88         4,000     6.00           14.88          4,000        14.88

$ 16.25 - $ 16.75   25,000     7.84           16.38          7,000        16.31
                  --------                                 --------
                   292,197     8.11         $ 11.93         92,197      $  9.62
                  ========                                 ========

</TABLE>

     The  Company's  1995 Incentive Plan also authorizes  the  granting  of
     restricted stock awards.  Under this plan during the years ended April
     30,  1999  and  1997, 11,690 shares and 5,025 shares, respectively  of
     restricted  stock  (net  of  forfeitures)  were  awarded  to   Company
     executive  officers and other key employees that will  vest  over  two
     years based upon the completion of specified periods of future service
     with  the Company.  Compensation is charged to income over the vesting
     period  for  these  awards which  resulted in expense  recognition  of
     $ 55,000, $ 97,000, $ 21,000 and $ 89,000 for the eight  months  ended
     December  31, 1999 and the years ended April 30, 1999, 1998 and  1997,
     respectively.

     Statement  of Financial Accounting Standards No. 123, "Accounting  for
     Stock-Based  Compensation," (SFAS No. 123), encourages the  use  of  a
     fair  value  based  method  of  accounting  for  compensation  expense
     associated with stock option and similar plans.  However, SFAS No. 123
     permits  the  continued  use  of  the  intrinsic  value  based  method
     prescribed  by  Opinion  No. 25 but requires  additional  disclosures,
     including  pro  forma calculations of net earnings  and  earnings  per
     share as if the fair value method of accounting prescribed by SFAS No.
     123 had been applied.


<TABLE>
<CAPTION>
                                Eight Months
                                   Ended               Year Ended April 30,
                              December 31, 1999      1999      1998       1997
                              -----------------    -------   --------   ---------
     <S>                        <C>                <C>       <C>        <C>
    Net earnings (loss) -
      as reported                  $ (2,699)       $ 2,988    $ 7,417    $ 6,470
    Net  earnings (loss)  -
      pro forma                      (2,868)         2,967      7,516      6,366
    Diluted earnings (loss)
      per share - as reported         (0.52)          0.57       1.43       1.25
    Diluted  earnings (loss)
      per share - pro forma           (0.56)          0.57       1.45       1.25
    Average fair value of
      grants during the year           1.95           5.87        N/A       7.45

    Black-Sholes option pricing
      model assumptions:
      Risk-free interest rate          6.5%           6.5%        N/A       6.5%
      Expected life (years)              4              4         N/A         4
      Volatility                        27%            27%        N/A        12%
      Dividend yield                  0.53%          1.39%        N/A      1.11%

</TABLE>
                                  33
<PAGE>

(6)  SUPPLEMENTAL CASH FLOW INFORMATION AND FINANCING ACTIVITIES

     For  the  eight  months ended December 31, 1999, the Company  recorded
     proceeds  from  equipment sales of $ 16.3 million.  The original  cost
     and accumulated depreciation associated with these transactions were
     $ 26.4 million and $ 15.6 million, respectively.  Gains of $ 1.2 million
     recognized on sale-leaseback transactions were deferred and are  being
     credited  to  income  over the lease terms.  The book  values  of  the
     equipment totaling $ 2.3 million were removed from the balance sheet.

     For  the year ended April 30, 1999, the Company recorded proceeds from
     equipment  sales of $ 19.9 million. The original cost and  accumulated
     depreciation associated with these transaction were $ 27.0 million and
     $  10.2  million, respectively.  Gains of $ 0.6 million recognized  on
     sale-leaseback  transactions were deferred and are being  credited  to
     income  over  the  lease  terms.  The book  values  of  the  equipment
     totaling $ 2.2 million were removed from the balance sheet.

     For  the year ended April 30, 1998, the Company reported proceeds from
     equipment  sales of $ 14.0 million. The original cost and  accumulated
     depreciation  associated with these transactions were $  19.9  million
     and  $  10.9 million, respectively.  Gains of $ 1.7 million recognized
     on sale-leaseback transactions were deferred.

     For  the year ended April 30, 1997, the Company reported proceeds from
     equipment  sales of $ 6.6 million.  The original cost and  accumulated
     depreciation associated with these transactions were $ 9.6 million and
     $ 4.3 million, respectively.

(7)  FINANCIAL INSTRUMENTS

     Derivative Instruments - As discussed in Note 1, the Company  utilizes
     derivative  instruments on a limited basis to manage risks related  to
     interest rates.  At December 31, 1999 and April 30, 1999 and 1998, the
     Company  had  interest  rate  swap agreements  with  notional  amounts
     totaling   $  40.0  million,  $  40.0  million  and  $  20.0  million,
     respectively,  that serve to convert an equal amount of variable  rate
     long-term  debt to fixed rates.  The swaps mature in 2003.  The  swaps
     require  the Company to pay a weighted-average interest rate of  5.78%
     (plus  the  maximum spread of 1.5% at December 31,  1999)  over  their
     composite  lives  and to receive a variable rate,  which  averaged  5%
     (plus the maximum spread of 1.5% at December 31, 1999) at December 31,
     1999.   Based upon the current spread, the effect of these  agreements
     is  to limit interest rate exposure to 7.08% on $ 20.0 million of  the
     Company's revolving credit facility, 7.69% on $ 10.0 million and 7.27%
     on   $   10.0   million  of  the  Company's  term  loan.   Using   the
     accrual/settlement method of accounting, the Company records  the  net
     amount  to  be received or paid under the swap agreements as  part  of
     "Interest Expense" in the Consolidated Statements of Operations.  As a
     result of these swap agreements, interest expense was increased  by
     $ 0.1  million,  $ 0.2 million and $ 28,000 for the eight months ended
     December 31, 1999 and for the years ended April 30, 1999 and 1998.

     Fair  Value  - The following table presents the carrying  amounts  and
     estimated fair values of financial instruments held by the Company  at
     December 31, 1999, and April 30, 1999 and 1998.  The fair value  of  a
     financial  instrument is the amount at which the instrument  could  be
     exchanged in a current transaction between willing parties.  The table
     excludes  cash  and  cash equivalents, accounts  receivable,  accounts
     payable,  and  accrued  liabilities, all  of  which  had  fair  values
     approximating carrying amounts.

<TABLE>
<CAPTION>
                                    December 31, 1999      April 30, 1999           April 30, 1998
                                   --------------------  --------------------  --------------------
                                   Carrying   Estimated  Carrying  Estimated   Carrying  Estimated
                                    Amount    Fair Value  Amount   Fair Value   Amount   Fair Value
                                   --------   ---------  --------  ----------  --------  ----------
                                                        (Millions of dollars)
    <S>                            <C>         <C>       <C>         <C>        <C>       <C>
    Financial Liabilities
       Current and long-term debt   $ 77.6      $ 77.6    $ 80.3      $ 80.3    $ 72.6    $ 72.6

    Off-Balance-Sheet Exposures
       Interest rate swaps               -      $  1.5         -      $ (0.2)        -    $ (0.1)


</TABLE>
                                  34
<PAGE>

     The  following methods and assumptions were used to estimate the  fair
     value of each class of financial instruments shown in the table.

     Current  and  long-term debt:  the fair value is  estimated  based  on
     current rates offered the Company for debt of the same maturities.

     Interest  rate swaps:  the fair value is an estimate of  the  amounts,
     based  on  quotes from counterparties, that the Company would  receive
     (pay) at the reporting date to cancel the contracts.

 (8) COMMITMENTS AND CONTINGENCIES

     Leases  - The Company leases certain aircraft and facilities  used  in
     its  operations.  The Company generally pays all insurance, taxes  and
     maintenance expenses associated with these aircraft and some of  these
     leases contain renewal and purchase options.

     The  Company is leasing a new principal operating facility for  twenty
     years, effective September 2001.  Under the terms of this lease, there
     is  a  potential  commitment by the Company to fund  $  4  million  of
     construction costs, in which case the monthly lease payments  for  the
     first ten years of the lease will be reduced by the amortization of
     $ 4 million over ten years at 7% per annum.

     Aggregate rental commitments under noncancellable operating leases are
     due in years subsequent to December 31, 1999, as follows:

                                   Aircraft         Other
                                 ------------     ---------
                                    (Thousands of dollars)
              2000                $  15,207        $  1,078
              2001                   14,662           1,133
              2002                   13,884           1,262
              2003                   12,505           1,157
              2004                   11,878           1,083
              Thereafter             36,276          14,090
                                  ---------        --------
                                  $ 104,412        $ 19,803
                                  =========        ========

     Rental expense incurred under these leases consisted of the following:

                        Eight Months           Year Ended April 30,
                           Ended          -------------------------------
                      December 31, 1999     1999       1998         1997
                      -----------------   ---------  ----------  ----------
                                             (Thousands of dollars)
        Aircraft          $  8,902        $ 14,522    $ 15,080    $ 12,328
        Other                1,383           2,064       1,836       1,730
                          --------        --------    --------    --------
                          $ 10,285        $ 16,586    $ 16,916    $ 14,058
                          ========        ========    ========    ========

     Environmental  Matters - The Company has policies  and  procedures  in
     effect   to   strictly  monitor  its  compliance  with   environmental
     regulations  at  its  operating locations.  In the  first  quarter  of
     fiscal  1996,  the Company began an environmental review  at  selected
     domestic  bases,  and known or suspected fuel contamination  has  been
     identified at all the bases reviewed.

     The Company expensed, including provisions for environmental costs,
     $ 1.5  million, $ 0.4 million, $ 0.7 million and $ 1.3 million for the
     eight  months ended December 31, 1999, and the years ended  April  30,
     1999,  1998  and  1997, respectively, related to remediation  efforts.
     The Company is currently conducting assessments at additional bases to
     determine  the extent of remediation required at these locations.  The
     reasonably possible upper range of exposure for environmental  matters
     is  $ 3.6 million.  The aggregate recorded liability for environmental
     related costs at December 31, 1999 is $ 3.0 million, which the Company

                                  35
<PAGE>

     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.

     Legal  Matters - The Company is named as a defendant in various  legal
     actions  which have arisen in the ordinary course of its business  and
     have  not  been finally adjudicated.  The amount, if any, of  ultimate
     liability with respect to such matters cannot be determined;  however,
     after  consulting  with  legal counsel, the  Company  has  established
     accruals  which it believes adequately provide for the  settlement  of
     such  litigation.   In the opinion of management, the  amount  of  the
     ultimate  liability  with respect to these actions  will  not  have  a
     material  adverse  effect  on  results of  operations,  cash  flow  or
     financial position of the Company.

(9)  BUSINESS SEGMENTS AND GEOGRAPHIC AREAS

     During  the  year ended April 30, 1999, the Company adopted  SFAS  No.
     131,   "Disclosures  about  Segments  of  an  Enterprise  and  Related
     Information,"  which  requires that companies  disclose  segment  data
     based on how management makes decisions about allocating resources  to
     segments and measuring their performance.

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

     The  accounting  policies of the operating segments are  the  same  as
     those  described  in Note 1 to the Consolidated Financial  Statements.
     Segment  operating profit is based on operating revenues  less  direct
     expenses,    indirect   operating   costs,   selling,   general    and
     administrative  costs and special charges, if any, applicable  to  the
     operating  segment.  Segment assets are those assets used  exclusively
     in  the  operations of each operating segment or which  are  allocated
     when  used  jointly. Corporate assets are principally  cash  and  cash
     equivalents, short term investments, other current assets, and certain
     property, plant and equipment.  Unallocated costs consist primarily of
     the  non-allocable  portion of certain indirect  operating  costs  and
     selling,  general and administrative costs which are not allocated  to
     the operating segments.

     Summarized  financial information concerning the  Company's  operating
     segments is shown in the following tables (in thousands):


                        Eight Months           Year Ended April 30,
                           Ended         -------------------------------------
                      December 31, 1999    1999          1998         1997
                      -----------------  ---------     ----------  ----------
  Operating revenues:
     Oil and Gas         $  116,124      $ 199,846     $ 198,875   $ 180,121
     Aeromedical             30,249         46,838        35,879      30,302
     Other                        7            655         1,828       1,240
                         -----------     ----------    ----------  ----------
             Total       $  146,380      $ 247,339     $ 236,582   $ 211,663
                         ===========     ==========    ==========  ==========
  Operating profit:
     Oil and Gas         $      745      $  11,081 (1) $  17,573   $  15,021
     Aeromedical                 55          2,688         2,931       2,879
                         -----------     ----------    ----------  ----------
     Total Segment
       operating profit         800         13,769        20,504      17,900

  Unallocated costs          (7,262)        (6,574)       (6,141)     (3,471)
  Other income, net           6,490          3,856         3,264         725
  Interest expense           (3,978)        (6,017)       (5,118)     (4,297)
                         -----------     ----------    ----------  ----------
  Earnings (loss)
    before taxes         $   (3,950)     $   5,034     $  12,509   $  10,857
                         ===========     ==========    ==========  ==========

      (1)  Includes special charges of $ 7.3 million as discussed in Note 2 -
           Special Charges of the Consolidated Financial Statements

                                  36
<PAGE>

     Capital Expenditures

                        Eight Months           Year Ended April 30,
                           Ended          -------------------------------
                      December 31, 1999     1999       1998        1997
                      -----------------   ---------  ---------  ---------
     Oil and Gas         $    7,976       $  40,521  $  22,469  $  35,299
     Aeromedical              1,368             203      1,937      2,762
     Corporate                  703           1,547      1,069      2,774
                         ----------       ---------  ---------  ---------
             Total       $   10,047       $  42,271  $  25,475  $  40,835
                         ==========       =========  =========  =========


     Depreciation and Amortization

                        Eight Months           Year Ended April 30,
                           Ended          -------------------------------
                      December 31, 1999     1999       1998        1997
                      -----------------   ---------  ---------  ---------
     Oil and Gas         $    6,965       $  11,993  $   9,228  $   7,354
     Aeromedical              1,772           3,486      2,773      2,497
     Corporate                  918             714        533        126
                         ----------       ---------  ---------  ---------
             Total       $    9,655       $  16,193  $  12,534  $   9,977
                         ==========       =========  =========  =========

     Assets
                        Eight Months           Year Ended April 30,
                           Ended          -------------------------------
                      December 31, 1999     1999       1998        1997
                      -----------------   ---------  ---------  ---------
     Oil and Gas         $  191,880       $ 194,461  $ 189,300  $ 164,080
     Aeromedical             25,541          30,113     31,918     27,367
     Corporate                5,635           7,001      5,803      5,184
                         ----------       ---------  ---------  ---------
             Total       $  223,056       $ 231,575  $ 227,021  $ 196,631
                         ==========       =========  =========  =========

     GEOGRAPHIC INFORMATION

     Operating Revenues
                        Eight Months           Year Ended April 30,
                           Ended          -------------------------------
                      December 31, 1999     1999       1998        1997
                      -----------------   ---------  ---------  ---------
     United States      $  131,704        $ 223,227  $ 213,781  $ 189,221
     Angola                  9,333           14,541     12,891     11,469
     Other Foreign           5,343            9,571      9,910     10,973
                        ----------        ---------  ---------  ---------
         Total          $  146,380        $ 247,339  $ 236,582  $ 211,663
                        ==========        =========  =========  =========


     Long-lived Assets
                        Eight Months            Year Ended April 30,
                           Ended          -------------------------------
                      December 31, 1999     1999       1998        1997
                      -----------------   ---------  ---------  ---------
     United States      $  121,583        $ 128,541  $ 121,161  $ 109,543
     Angola                  4,097            5,240      2,120      2,258
     Other Foreign           9,367           10,779     11,838     10,026
                        ----------        ---------  ---------  ---------
         Total          $  135,047        $ 144,560  $ 135,119  $ 121,827
                        ==========        =========  =========  =========

                                  37
<PAGE>


 (10)   QUARTERLY FINANCIAL DATA (UNAUDITED)

     The  summarized quarterly results of operations for the  eight  months
     ended  December 31, 1999, and the years ended April 30, 1999 and April
     30,  1998  (in  thousands of dollars, except per share  data)  are  as
     follows:

                                  Quarter Ended            Two Months Ended
                         -------------------------------   -----------------
                         July 31, 1999  October 31, 1999   December 31, 1999
                         -------------  ----------------   -----------------
     Revenues               $ 57,675        $ 56,265           $ 38,349
     Gross profit              2,279           2,376              1,823
     Net earnings (loss)         535          (2,071)            (1,163) (1)
     Net earnings (loss)
       per share-basic          0.10           (0.40)             (0.23) (1)
     Net earnings (loss)
       per share-diluted        0.10           (0.40)             (0.23) (1)


<TABLE>
<CAPTION>
                                                       Quarter Ended
                           ------------------------------------------------------------------
                           July 31, 1998  October 31, 1998  January 31, 1999   April 30, 1999
                           -------------  ----------------  ----------------   --------------
    <S>                     <C>             <C>              <C>               <C>
     Revenues                 $ 62,377         $ 65,478         $ 62,276        $ 60,751
     Gross profit                8,929           11,201            7,685           5,008
     Net earnings (loss)         2,002            1,954            1,202          (2,170) (2)
     Net earnings (loss)
       per share-basic            0.39             0.38             0.23           (0.42) (2)
     Net  earnings  (loss)
       per share-diluted          0.38             0.37             0.23           (0.42) (2)

</TABLE>

<TABLE>
<CAPTION>
                                                       Quarter Ended
                           -----------------------------------------------------------------
                           July 31, 1997  October 31, 1997  January 31, 1997  April 30, 1998
                           -------------  ----------------  ----------------  --------------
    <S>                     <C>             <C>              <C>               <C>
     Revenues               $ 56,360          $ 57,591         $ 59,482         $ 65,413
     Gross profit              7,661             7,871            8,103            9,526
     Net earnings              1,775             1,554            1,820            2,268
     Net earnings per
       share-basic              0.35              0.30             0.36             0.44
     Net earnings per
       share-diluted            0.34              0.30             0.35             0.44

</TABLE>

     (1)  Includes the effect of an environmental remediation charge
          recorded in the two month period of $ 1.5 million ($ 1.0 million
          after tax or $ 0.20 per diluted share).

     (2)  Includes the effect of special charges recognized in the  fourth
          quarter of $ 4.9 million ($ 2.9 million after tax or $ 0.56 per
          diluted share).  Also includes a charge of $ 1.7 million ($ 1.0
          million after tax or $ 0.19 per diluted share) for slow moving
          inventory.

(11) AIR EVAC ACQUISITION

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

     The cost of the acquisition was recorded under the purchase method  of
     accounting.    The  results  of  Air  Evac's  operations   have   been
     consolidated with the Company's results effective January 1, 1998.

     The  following unaudited pro forma information presents a  summary  of
     consolidated results of operations as if the acquisition had  occurred
     on  May  1,  1996  with  pro  forma adjustments  to  give  effects  to
     depreciation, interest expense and certain other adjustments  together
     with  related  income  tax  effects (in thousands,  except  per  share
     amounts):

                                  38
<PAGE>

                                              Year Ended April 30,
                                           --------------------------
                                             1998            1997
                                           ----------      ----------
             Revenues                      $ 248,886       $ 227,448

             Net earnings                      7,849           7,118

             Basic earnings per share           1.53            1.40

             Diluted earnings per share         1.51            1.38


     The   above   pro  forma  financial  information  is  not  necessarily
     indicative  of the results of operations as they would have  been  had
     the acquisition been effected on the assumed date.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
        ACCOUNTING AND FINANCIAL DISCLOSURES

     Reference  is  made  to the Company's Form 8-K and  Form  8-K/A  filed
     December  1,  1999  and  December  8, 1999,  respectively,  which  are
     incorporated herein by reference.

                                  39
<PAGE>

                                 PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information  concerning  Directors  required  by  this  item  will  be
     included  in  the Company's definitive proxy statement  in  connection
     with its Annual Meeting of Shareholders and is incorporated herein  by
     reference.   Information concerning Executive Officers is included  as
     Item 4.(a) "Executive officers of the registrant."

ITEM 11.  EXECUTIVE COMPENSATION

     Information  required by this item will be included in  the  Company's
     definitive  proxy statement in connection with its Annual  Meeting  of
     Shareholders and is incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT

     Information  required by this item will be included in  the  Company's
     definitive  proxy statement in connection with its Annual  Meeting  of
     Shareholders and is incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information  required by this item will be included in  the  Company's
     definitive  proxy statement in connection with its Annual  Meeting  of
     Shareholders and is incorporated herein by reference.


                                  40
<PAGE>

                                  PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  1. Financial Statements

          Included in Part II of this report:

            Independent Auditors' Reports

            Consolidated Balance Sheets - December 31, 1999, April 30, 1999
            and 1998 Consolidated Statements of Operations for  the  eight
            months ended December 31, 1999, and three years ended April 30,
            1999,  1998 and 1997

            Consolidated Statements of Shareholders' Equity for the  eight
            months ended December 31, 1999, and three years ended April 30,
            1999,  1998 and 1997

            Consolidated  Statements of Cash Flows for  the  eight  months
            ended December 31, 1999, and three years ended April 30, 1999,
            1998 and 1997.

            Notes to Consolidated Financial Statements

     2. Financial Statement Schedules

             Schedule II  - Valuation and Qualifying accounts for the eight
             months ended December  31, 1999, and three years ended April 30,
             1999,  1998 and 1997

     3. Exhibits

     3  Articles of Incorporation and By-laws

      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 as amended on August 18, 1996
                 (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    Material Contracts

     10.1  Master Helicopter Lease Agreement dated May 29, 1991 between AT&T
           Systems Leasing Corporation and PHI (incorporated by reference to
           Exhibit  No. 10.1 (2) to PHI's Report on Form 10-K dated April 30,
           1992).

     10.2  Master Helicopter Lease Agreement dated February 14, 1991 between
           General Electric Capital Corporation and PHI (incorporated by
           reference to Exhibit No. 10.1 (1) to PHI's Report on Form 10-K
           dated April 30, 1991).

     10.3  Amended  and  Restated Loan Agreement originally  dated  as  of
           January 31, 1986 Amended and Restated in its entirety as of
           March 31, 1997 among Petroleum Helicopters, Inc., Whitney National
           Bank, First National Bank of Commerce and NationsBank of Texas,
           N.A., as agent (incorporated by reference to Exhibit No. 10.3  to
           PHI's Report on Form 10-K dated April 30, 1997).

                                  41
<PAGE>

     10.4  Installment promissory note dated June 4, 1993 by PHI payable to
           debis Financial Services, Inc.  in the original principal amount
           of $ 3,122,441.56, secured by Aircraft Security Agreement  dated
           June 4, 1993 between PHI and  debis  Financial Services, Inc.
           (incorporated by reference to Exhibit No. 10.4 to PHI's Report on
           Form 10-K dated April 30, 1993).

     10.5  Installment Promissory Note dated June 4, 1993 by PHI payable to
           debis Financial Services, Inc. in the original principal amount
           of $ 3,078,695.58, secured by Aircraft Security Agreement  dated
           June 4, 1993 between PHI and  debis  Financial Services, Inc.
           (incorporated by reference to Exhibit No. 10.5 to PHI's Report on
           Form  10-K dated April 30, 1993).

     10.6  Installment Promissory Note dated June 4, 1993 by PHI payable to
           debis Financial Services, Inc. in the original principal amount
           of  $ 3,078,695.58, secured by Aircraft Security Agreement  dated
           June 4, 1993 between PHI and  debis  Financial Services, Inc.
           (incorporated by reference to Exhibit No. 10.6 to PHI's Report on
           Form  10-K dated April 30, 1993).

     10.7  The Petroleum Helicopters, Inc. 401(k) Retirement Plan effective
           July 1, 1989 (incorporated by reference to Exhibit No. 10.4 to PHI's
           Report on Form 10-K dated April 30, 1990).

     10.8  Petroleum Helicopters, Inc. 1992 Non-Qualified Stock Option  and
           Stock Appreciation Rights Plan adopted by PHI's Board effective
           May 1, 1992 and approved by the shareholders of PHI on September 30,
           1992 (incorporated by reference to Exhibit No. 10.8 to PHI's Report
           on Form 10-K dated April 30, 1993).

     10.9  Form  of  Stock Option Agreement for the Grant of Non-Qualified
           Stock Options Under the Petroleum Helicopters, Inc. 1992
           Non-Qualified Stock Option and Stock Appreciation Rights Plan
           dated  June 2, 1993 between PHI and certain of its key employees
           (incorporated by reference to Exhibit No. 10.9 to PHI's Report on
           Form 10-K dated  April  30, 1993).

     10.10 Amended and Restated Petroleum Helicopters, Inc. 1995 Incentive
           Compensation Plan adopted by PHI's Board effective July 11, 1995
           and approved by the shareholders  of  PHI  on  September  22,1995
           (incorporated by reference to Exhibit No. 10.12 to PHI's Report
           on Form 10-K dated April 30, 1996).

     10.11 Form of Non-Qualified Stock Option Agreement under the Petroleum
           Helicopters, Inc. 1995 Incentive Compensation Plan between PHI and
           certain of its key employees (incorporated by reference to Exhibit
           No. 10.13 to PHI's Report on Form 10-K dated April 30, 1996).

     10.12 Form of Restricted Stock Agreement under the Amended and Restated
           Petroleum Helicopters, Inc. 1995 Incentive Compensation Plan, as
           amended (incorporated by reference to Exhibit No. 10.2 to PHI's
           Report on Form 10-Q dated October 31, 1996).

     10.13 Non-qualified Stock Option Agreement under the Amended and
           Restated Petroleum Helicopters, Inc. 1995 Incentive Compensation
           Plan, as amended between PHI and Carroll W. Suggs(incorporated by
           reference to Exhibit 10.3 to PHI's Report on Form 10-Q dated
           October 31, 1996).

     10.14 Loan Agreement dated as of December 31, 1997 among Air Evac
           Services Inc., Whitney National Bank, First National Bank of
           Commerce  and NationsBank of Texas, N.A.  (incorporated by
           reference to Exhibit No. 10.1 to PHI's Report on Form 10-Q dated
           January 31, 1998).

     10.15 Asset  Purchase  Agreement  between  Samaritan  Health
           System and Air Evac Services, Inc. (incorporated by reference
           to Exhibit  No. 10.2 to PHI's Report on Form 10-Q dated January
           31, 1998).

                                  42
<PAGE>

     10.16 Second Amendment (dated November 30, 1998) to  Amended
           and Restated Loan Agreement originally dated as of January 31,
           1986,  Amended and Restated in its entirety as of March 31, 1997,
           among  Petroleum Helicopters, Inc., Whitney National  Bank,  Bank
           One,  Louisiana, N.A. and NationsBank of Texas,  N.A.,  as  agent
           (incorporated by reference to Exhibit No. 10.1 to PHI's Report on
           Form 10-Q dated January 31, 1999).

     10.17 Directors   Stock  and  Deferred  Compensation   Plan
           (incorporated by reference to Exhibit A to PHI's Proxy  Statement
           originally filed on August 28, 1998, and amended on September 18,
           1998).

     10.18 Director Deferred Compensation Plan adopted by PHI's  Board
           effective May 31, 1995 (incorporated by reference to Exhibit
           10.18, to PHI's Report on Form 10-K dated April 30, 1999).

     10.19 Officer Deferred Compensation Plan adopted by PHI's  Board
           effective May 31, 1995 (incorporated by reference to Exhibit
           10.19, to PHI's Report on Form 10-K dated April 30, 1999).

     10.20 Supplemental Executive Retirement Plan  adopted  by  PHI's
           Board effective September 1, 1994, (incorporated by reference
           to Exhibit 10.20 to PHI's Report on Form 10-K dated April 30,
           1999).

     21    Subsidiaries of the Registrant

     23.1  Consent of Deloitte & Touche LLP

     23.2  Consent of KPMG LLP

     27.1  Financial Data Schedule

     (b)  Reports on Form 8-K and Form 8-K/A
           The Registrant filed the following current reports on Form
           8-K (8-K/A) during the two months ended December 31, 1999.
           Date                       Item Reported
           ----                       -------------
           December 1, 1999           Change in Certifying Accountants
           December 8, 1999 (8-K/A)   Change in Certifying Accountants
           December 22, 1999          Change in Certifying Accountants

                                  43
<PAGE>

               PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
              Schedule II  Valuation and Qualifying Accounts
                           (Thousands of dollars)

<TABLE>
<CAPTION>

                                                          Additions
                                                     ----------------------
                                         Balance at  Charged to  Charged to                Balance at
                                         Beginning   Costs and      Other                     End
Description                                of Year     Expenses    Accounts    Deductions    of Year
---------------------------              ----------  ----------  -----------   ----------  ----------
<S>                                       <C>         <C>           <C>
Eight months ended December 31, 1999
   Allowance for doubtful accounts         $ 1,684     $   110       $ -        $ 1,000      $   794
   Allowance for obsolete inventory          2,169         527         -            488        2,208

Year ended April 30, 1999:
   Allowance for doubtful accounts         $ 1,962     $   182       $ -        $   460      $ 1,684
   Allowance for obsolete inventory          1,889         280         -              -        2,169

Year ended April 30, 1998:
      Allowance for doubtful accounts      $ 1,160     $ 1,038       $ -        $   236      $ 1,962
      Allowance for obsolete inventory       2,389           -         -            500        1,889

Year ended April 30, 1997:
      Allowance for doubtful accounts      $   923     $   415       $ -        $   178      $ 1,160
      Allowance for obsolete inventory       2,389           -         -              -        2,389


</TABLE>
                                  44
<PAGE>


Pursuant  to  the  requirements of Section 13 or 15(d)  of  the  Securities
Exchange Act of 1934, the registrant has caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                              PETROLEUM HELICOPTERS, INC.


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

Pursuant  to the requirements of the Securities Exchange Act of 1934,  this
report  has  been signed below by the following persons on  behalf  of  the
registrant and in the capacities and on the dates indicated.


          Signature               Title                         Date
         -----------             -------                       ------

/s/Carroll W. Suggs     Chairman of the Board, President    March 30, 2000
----------------------     Chief Executive Officer
   Carroll W. Suggs             and Director
                         (Principal Executive Officer)


/s/Michael J. McCann    Chief Financial Officer             March 30, 2000
----------------------  (Principal Financial and
   Michael J. McCann        Accounting Officer)


/s/Arthur J. Breault, Jr.       Director                    March 30, 2000
----------------------
   Arthur J. Breault, Jr.


/s/Leonard M. Horner            Director                    March 30, 2000
----------------------
   Leonard M. Horner


/s/James W. McFarland           Director                    March 30, 2000
----------------------
   James W. McFarland


/s/Thomas H. Murphy             Director                    March 30, 2000
----------------------
   Thomas H. Murphy


/s/Bruce N. Whitman             Director                    March 30, 2000
----------------------
   Bruce N. Whitman

                                  45
<PAGE>