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                        UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549

                          FORM 10-K
(Mark One)
  /X/    Annual report pursuant to Section 13 or 15(d)
           of the Securities Exchange Act of 1934
                              
          For the fiscal year ended April 30, 1998
                             OR
        Transition report pursuant to Section 13 or 15(d)
           of the Securities Exchange Act of 1934
   For the Transition Period From .......... to ..........
                              
                 Commission File No. 0-9827

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

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

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


    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/

      State  the aggregate market value of the voting  stock
held by non-affiliates of the registrant.
               Date                  Amount
           ------------           ------------
           July 8, 1998           $ 26,165,014

      Indicate the number of shares outstanding of  each  of
the  registrant's classes of common stock, as of the  latest
practicable date.

Voting Common Stock       2,800,886 shares outstanding as of July 8, 1998.

Non-Voting Common Stock   2,358,935 shares outstanding as of July 8, 1998.
                                   

            Documents Incorporated by Reference
     Portions of the registrant's definitive proxy statement
to  be  used  in connection with its 1998 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                                  1
        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
                             PART II
Item 5.Market for Registrant's Common Equity and Related
        Shareholder Matters                                      8

Item 6.Selected Financial Data                                   8

Item 7.Management's Discussion and Analysis of Financial
        Condition and Results of Operations                      8

Item 8.Financial Statements and Supplementary Data              15
       Petroleum Helicopters, Inc. and Consolidated
       Subsidiaries:
        Independent Auditors' Report                            15
        Consolidated Balance Sheets-April 30, 1998 and 1997     16
        Consolidated Statements of Earnings
         -Three years ended April 30,1998                       18
        Consolidated Statements of Shareholders' Equity
         -Three years ended April 30, 1998                      19
        Consolidated Statements of Cash Flows
         -Three years ended April 30, 1998                      20
        Notes to Consolidated Financial Statements              21

Item 9.Changes in and Disagreements with Accountants on
       Accounting and Financial Disclosures                     32
                             PART III
Item 10.Directors and Executive Officers of the Registrant      32

Item 11.Executive Compensation                                  32

Item 12.Security Ownership of Certain Beneficial Owners
        and Management                                          32

Item 13.Certain Relationships and Related Transactions          32
                             PART IV
Item 14.Exhibits, Financial Statement Schedules and
        Reports on Form 8-K                                     33

        Signatures                                              36
<PAGE>

                             PART I

Item 1.  Business
-----------------

General

      Petroleum Helicopters, Inc. (the "Company"  or  "PHI")
was  incorporated as a Delaware corporation in 1949 and  was
reincorporated  as a Louisiana corporation in  1994.   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 51% of all the contracted  aircraft
in the Gulf.  The Company has 222 aircraft dedicated to this
market.   Additionally, the Company is the  fastest  growing
provider  of  aeromedical services in the U.S.  On  December
31,  1997, PHI purchased the assets of Samaritan AirEvac for
approximately $ 8.8 million.  The purchase included  all  of
the  operating net assets and business of Samaritan AirEvac,
an  aeromedical services division of Samaritan Health System
based  in  Arizona and a customer of PHI's  since  June  12,
1993.   The  net assets were acquired by a new  wholly-owned
subsidiary of PHI, Air Evac Services Inc. ("Air Evac"),  and
included  one  Lear Jet and five Cessna 441's  equipped  for
medical   transportation.   International  initiatives   for
serving  the  global oil and gas industry have shown  steady
growth.   The   Company  currently  operates  307   aircraft
worldwide and has 2,135 employees.  During fiscal 1998,  the
Company  recorded the highest revenues  in  its  history  at
$ 238.8 million, surpassing fiscal 1997 by $ 26.4 million.

      During fiscal 1998, 1997 and 1996, approximately  84%,
85%  and  85%,  respectively,  of  the  Company's  operating
revenues  were  generated by Oil and Gas Aviation  Services.
Domestically, these revenues are earned in federal and state
waters  offshore of the States of Louisiana, Texas, Alabama,
Mississippi,  New  Jersey  and California  and  by  aircraft
maintenance   services   provided   to   outside    parties.
Internationally,  the Company operates in several  countries
which are described under Item 2. "Facilities."

      The Company's aeromedical transportation services  for
hospitals   and  medical  programs  ("Aeromedical   Services
Programs")  accounted  for 15%, 14%  and  14%  of  operating
revenues in fiscal 1998, 1997 and 1996, respectively.

      Demand for the Company's oil and gas aviation services
are   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  aeromedical
services are influenced by certain U. S. Government  medical
reimbursement policies which are subject to some  degree  of
change.  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   twenty-one  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."

Risks and Uncertainties

      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, guerilla  activity,  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.

                             1
<PAGE>

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  (43%)  and  a substantial portion  of  the  Company's
direct  costs  are fixed (60%) for fiscal year  1998.  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 results in a reduction in  operating
revenues during those months.

      The  Company currently operates eighty-three  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  and
employs  a  safety  staff,  including  a  certified   safety
professional in the field of comprehensive practice, who  is
also   a   registered  environmental  manager,  a  certified
environmental auditor and a certified environmental  quality
administrator.   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 insure 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 helicopters 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  helicopters  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.

      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 are
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 are 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.

                              2
<PAGE>
                              
      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
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 believes it operates one of  the  largest
commercial  helicopter fleets in the world.   At  April  30,
1998,  the  Company  operated  307  aircraft.   The  Company
operated  270  aircraft in the United States, of  which  222
were  operated  domestically in the Company's  Oil  and  Gas
Aviation Services Unit, and forty-eight were operated in the
Company's Aeromedical Services Unit.  Thirty-seven  aircraft
were  operated internationally in the Company's Oil and  Gas
Aviation Services Unit.

      The Company is the largest operator of helicopters  in
the   Gulf   and  believes  there  are  approximately   four
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.   Internationally, the oil and gas market  remains
strong   and   very  competitive  with  significant   growth
opportunity.

       The   Aeromedical  market  is  becoming  increasingly
competitive  and  is  experiencing  some  hospital   program
consolidations.   However,  the  Company  expects  continued
growth in this market.

Employees

      As of April 30, 1998, the Company employed a total  of
2,135  people,  including 209 of which are employed  by  the
Company's newly acquired subsidiary, Air Evac.  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.

      On  Monday, June 2, 1997, the Company was notified  by
the  National  Mediation Board ("NMB") that the  Office  and
Professional  Employees International Union ("OPEIU")  filed
an   application  to  represent  flight  deck  crew  members
(helicopter pilots) of PHI.  On September 4, 1997,  the  NMB
reported  that  the  Company's helicopter  pilots  voted  to
reject  union  representation.  The OPEIU  filed  objections
with  the  NMB  seeking  a  new election.   This  reelection
request was granted on January 30, 1998.  On March 31, 1998,
the  NMB reported that the Company's helicopter pilots voted
to again reject union representation.  On April 2, 1998, the
OPEIU filed objections with the NMB to set aside the results
of  the  rerun  election.  The rerun election  is  currently
being  evaluated  for  propriety by  the  NMB.   Should  the
Company's  domestic  pilots elect to  be  represented  by  a
union,  the  Company  believes that  this  would  place  the
Company  at a competitive disadvantage which could  have  an
adverse  effect  on the Company's revenues  and  results  of
operations.

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, Shell Oil Company, accounted for
16%,  15%  and  14% of the Company's operating  revenues  in
fiscal  1998,  1997 and 1996, respectively.   The  Company's
five  largest customers accounted for 32%, 32%  and  34%  of
operating   revenues  in  fiscal  1998,   1997   and   1996,
respectively.

                             3
<PAGE>

      Division managers of customer oil companies,  who  are
responsible   for  a  majority  of  contract   services   in
connection with offshore oil activities, generally  contract
for  helicopter  services.  Many oil companies  also  employ
directors  of  aviation  to evaluate  the  capabilities  and
safety   performance   of  companies  providing   helicopter
services  and  make  recommendations to  division  managers.
Company management and operations specialists are in regular
contact with division managers and directors of aviation  in
connection   with  both  existing  service   contracts   and
potential new business.

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  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  has  established   reserves   for
environmental  costs,  which are  discussed  under  Item  7.
Management's Discussion and Analysis of Financial  Condition
and Results of Operations - Environmental Matters.

Item 2.  Properties
-------------------

Fleet Utilization

      As  of  April 30, 1998, 83% of the Company's  aircraft
were actively assigned as compared with 84% and 86% as of
April 30, 1997 and 1996, respectively.

Equipment

      Certain information as of April 30, 1998 regarding the
Company's  owned  and  leased fleet  is  set  forth  in  the
following table:
                                                         
                                 Number
                                  in                            Cruise  Appr.
Manufacturer   Type              Fleet  Engine       Passengers  Speed  Rang  
------------   ----              -----  ------       ----------  -----  -----
                                                                 (mph) (miles)
  Bell         206B-III             18  Turbine           4       120    300
               206L-I, III, IV     122  Turbine           6       130    310
               407                  19  Turbine           6       144    420
               212(1)               11  Twin Turbine     13       115    300
               214ST(1)              6  Twin Turbine     18       155    450
               230(1)                1  Twin Turbine      8       160    370
               222                   1  Twin Turbine      8       160    370
               412(1)               25  Twin Turbine     13       135    335
  Boelkow      BK-117               11  Twin Turbine      6       135    255
               BO-105               36  Twin Turbine      4       135    270
  Aerospatiale AS350 B2             10  Turbine           5       140    385
  Sikorsky     S-76(1)              14  Twin Turbine     12       150    400
  McDonnell-   
  Douglas      MD900                 2  Twin Turbine      6       155    336   
  MIL Design   MIL-8 MTV(1)          2  Twin Turbine     28       140    310
                                   ---   
               Total Helicopters   278                              
                                   ---
                                                             
  Beechcraft   King Air 200(1)       4  Turboprop         8       300  1,380
  Hawker       
  Sidley       HS125-700(1)          1  Twin Turbo Jet    8       483  2,185
  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      291                              
                                   ===
         ___________________________________________
(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 helicopters):
     
      Company Owned
        Aircraft               Cost           Net Book Value
        --------            ----------        --------------
           200              $206,309(2)         $108,054(1)
                                                          
                         
     Company Leased      Total Rents Over       Remaining 
        Aircraft          Life of Lease           Rents
     --------------      ---------------        ---------
           91               $119,612             $82,892
           ______________________________________
(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 sixteen aircraft that are owned or
leased by customers which are not reflected in the foregoing
tables.

      As  of  April  30, 1998, the Company's commitment  for
principal  payments  and  lease  payments  for  its  present
helicopter fleet averages $ 17.7 million each year  for  the
next   five  years  and  an  aggregate  of  $  62.2  million
thereafter.

      Under  most leases the Company is responsible for  all
insurance,  taxes and maintenance expenses  associated  with
the helicopters, 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 $ 34.0  million
on  April 30, 1998.  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 on Order

      Subsequent  to  year end, the Company  purchased  five
helicopters for an aggregate of $ 6.8 million.  The  Company
plans  to  purchase an additional two helicopters in  fiscal
1999  for  a  total  purchase price of approximately  $  2.9
million.  These plans may be modified depending upon  actual
customer commitments.

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 helicopters 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, 2000.

      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  2006.
The  Company  is planning to move into a new 246,000  square
foot  facility  on the airport grounds in 2001.   This  move
will not have a material effect on operating costs.

                             5
<PAGE>

       The   Company  also  leases  property  for  seventeen
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   have
        options  allowing  extension of the  leases  through
        1999.   The Company plans to renegotiate the  leases
        prior  to their expiration.  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,  1998  with an option 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.     Venice (Louisiana) - containing approximately  eight
        acres, was under a lease that expired March 30,1 998.
        The  lease  is  currently  being  renegotiated.  The
        original lease was executed April  1,  1973  for one
        year and has been extended annually since that time.
        The  location  has  landing  pads  for  twenty-seven
        helicopters.

 G.     Fourchon    (Louisiana)    -     containing
        approximately  eight acres, is under original  lease
        expiring  April  30,  2006.  The  property  has  ten
        landing pads.

      The  Company's other operations related bases  in  the
United  States  are located along the Gulf in  Louisiana  at
Cameron  and  Lake  Charles; in Texas  at  Brazoria,  Corpus
Christi,   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  of  operations  for the Company's  foreign  and
aeromedical  operations  are  generally  furnished  by   the
customer.   The   Company's  international  operations   are
currently   conducted   in  Angola,   Antarctica,   Bolivia,
Colombia,   Equador,   Kazakhstan,  Philippines,   Thailand,
Venezuela  and Zaire.  Aeromedical operations are  currently
conducted   in   Arizona,  Arkansas,  California,   Florida,
Illinois,  Kentucky, Louisiana, Mississippi,  North  Dakota,
Ohio and Wisconsin.

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

     No matters were submitted to a vote of security holders
during the fourth quarter of the fiscal year ended April 30,
1998.

                             6
<PAGE>

Item 4.  (a)   Executive  officers of  the  registrant  and
-----------------------------------------------------------
         certain significant employees
         -----------------------------

     Certain information about the executive officers of PHI
and  certain  significant employees  is  set  forth  in  the
following table and accompanying text:

      Name               Age             Position
--------------------     ---  ------------------------------
Carroll W. Suggs (1)      59  Chairman   of   the  Board  of
                              Directors, President and Chief
                              Executive Officer
Ben Schrick(2)            57  Chief Operating Officer
Robert D. Cummiskey(3)    56  Director  of  Risk  Management
                              and Corporate Secretary
John H. Untereker(4)      48  Chief  Financial  Officer  and
                              Treasurer
William P. Sorenson(5)    48  General  Manager -  Aeromedical
                              Services
R. J. Wallace(6)          47  Director Maintenance / FAR145
Kenneth Alan Townsend(7)  59  General Manager - Domestic  Oil
                              and Gas Aviation Services
Geoffrey C. Stanford (8)  31  Controller
   


(1)  Mrs.  Suggs  became  Chairman  of the  Board  in  March
1990, Chief Executive Officer in July 1992, and President in
October 1994.

(2)  Mr. Schrick has served as Chief Operating Officer since
September 1994,  as  the  Company's  General  Manager  since
January 1993 and as  Vice  President  of  Maintenance  since
1989.  Mr. Schrick joined the Company in 1964.

(3)  Mr. Cummiskey has served as Secretary  since  June 1992
and Director of Risk Management since October 1991.

(4)  Mr. Untereker has served as Chief Financial Officer and
Treasurer since July 1992.

(5)  Mr. Sorenson   has   served   as  General   Manager  of
Aeromedical Services since November 1995,  after serving  as
Director  of   Aeromedical   Services   since  August  1994.
Mr. Sorenson joined the Company in 1976.

(6)  Mr. Wallace joined the Company in August 1997  and  was
appointed Director of Maintenance and FAR145.  Prior to this
time, Mr. Wallace was a Colonel in  the  U.  S. Marine Corps
for  twenty-five  years  serving 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.

(7)  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-two  year  career  with PHI, he has served
as area manager, offshore supervisor and sector manager.

(8)  Mr. Stanford joined the Company in August 1993 and  has
served  as   Controller   since  June  1997.   Mr.  Stanford
previously worked for Coopers and Lybrand, LLC. Mr. Stanford
is a Certified Public Accountant.

                             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 ("NASDAQ Small  Cap  Issuers")
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.

                     Voting               Non-Voting
                  Common Stock           Common Stock      Dividends
               ------------------    --------------------  ---------
Fiscal Quarter  High        Low       High          Low    Per Share
--------------  ----        ---       ----          ---    ---------           
1997-98                                                      
 1st Quarter    18 3/4     14 1/2     17 1/2        14          .05
 2nd Quarter    30 1/2     14         29            13 7/8      .05
 3rd Quarter    25 1/2     20         24 1/4        19 1/2      .05
 4th Quarter    24 1/16    19         24 1/2        19 1/4      .05
                                                                 
1996-97                                                          
 1st Quarter    17         13 3/4     16            13 1/2      .05
 2nd Quarter    18 1/8     15         17 1/2        14 3/4      .05
 3rd Quarter    19         17         17 3/4        15 3/4      .05
 4th Quarter    20         17 1/4     18 1/4        16          .05
         

      The  declaration and payment of dividends  is  at  the
discretion  of  the Board of Directors, which evaluates  the
Company's  dividend policy quarterly.  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.  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 2."

      As  of  July  6, 1998, there were approximately  1,095
holders  of record of the Company's voting common stock  and
106  holders  of  record of the Company's non-voting  common
stock.

Item 6.  Selected Financial Data
--------------------------------
<TABLE>
<CAPTION>
                                      1998       1997       1996       1995      1994
                                    --------   --------   --------   --------  --------
                                      (Thousands of Dollars, except per share data)
<S>                                <C>        <C>        <C>        <C>        <C>               
Year Ended April 30:                                                 
 Operating revenues                $ 236,582  $ 211,663  $ 185,865  $ 174,397  $ 178,697
 Net earnings                          7,417      6,470      6,466      5,182      3,333
 Net earnings per share (basic)         1.45       1.27       1.28        .96        .61
 Net earnings per share (diluted)       1.43       1.25       1.27        .96        .61
 Cash dividends declared per share       .20        .20        .17        .06         -
    
                                                                     
At April 30:                                                         
 Total assets                      $ 227,021  $ 196,631  $ 161,315  $ 147,108  $ 146,312
 Total debt                           72,619     62,460     37,332     35,815     40,553
 Working capital                      47,971     41,247     26,543     29,809     31,601
 Shareholders' equity                 94,705     87,416     81,401     75,707     75,309

</TABLE>                 

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

      The  following discussion of the Company's Results  of
Operations  and  Analysis of Financial Condition  should  be
read  in  conjunction  with  the  Company's  description  of
business and consolidated financial statements and the notes
thereto included elsewhere in this Form 10-K.

                             8
<PAGE>

Results of Operations

Revenues

      The  Company  generates  revenues  from  both  ongoing
service  contracts  with  established  customers  and   non-
contract  flights  referred to as  Specials.   Oil  and  Gas
Aviation   Services  Unit  contracts,  both   domestic   and
international, are generally on a month to month  basis  and
consist  of  a  fixed fee plus an hourly charge  for  actual
flight  time.   Specials  are  customer  flights,  primarily
domestic  oil and gas, provided on an as needed  basis  that
are  not  provided pursuant to ongoing contracts  and  which
generally  carry  higher  rates.   The  Company's  technical
service  contracts are generally provided on an actual  cost
plus negotiated mark-up basis.

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

     The following table reflects the  distribution  of  the
Company's external operating revenues by unit:

                                               Years Ended April 30
                                               --------------------
                                             (in millions, except %'s)
                                          1998          1997          1996
                                          ----          ----          ----
                                         $     %      $       %      $     %
                                      -----  ----   -----   ----  -----  ---- 

Oil and Gas Aviation Services Unit    199.2   84    180.5   85    158.5   85
  
Aeromedical Services Unit              35.9   15     30.3   14     26.7   14


     Oil and Gas Aviation Services Unit

        United States Operations
        ------------------------

      Demand for the Company's domestic Oil and Gas Aviation
Services  is 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.   The following table reflects the  three  year
trend  in  the offshore drilling rig count compared  to  the
Company's domestic oil and gas revenues:

                                       April    April    April
                                        1998     1997     1996
                                        ----     ----     ----
                                                            
 Active Rigs in U.S. Gulf of Mexico      179      200      135
               
 Domestic Oil and Gas Aviation 
   Services revenues (millions)      $ 176.4  $ 157.9  $ 142.2

      Better  economic  conditions in  the  Gulf  of  Mexico
resulted  in  substantial increases in oil and gas  activity
during  fiscal  1998 and 1997.  In January 1998  oil  prices
substantially  declined, causing a drop in  the  rig  count.
This  decline  did not impact the results  of  fiscal  1998,
however,  the  decline in oil prices could adversely  affect
domestic  flight hours and revenues in future fiscal  years.
During  fiscal  1998,  revenues increased  12%  to  $  176.4
million versus $ 157.9 million for fiscal 1997 and 11%  from
the  fiscal  1996 amount of $ 142.2 million.   Oil  and  gas
revenue  flight hours rose 5% to 187,930 versus 178,262  for
fiscal  1997 and 10% from the fiscal 1996 amount of 162,377.
The  increases resulted from better conditions in  the  Gulf
coupled with rate increases in the third and fourth quarters
of   fiscal  1998.   The  Company's  domestic  market  share
increased  to 51% from 49% in the prior year.  The Company's
domestic  market share had decreased to 49% in  fiscal  1997
from  51%  in  1996 due primarily to a contract which  ended
during the fourth quarter of fiscal 1997,  which  aggregated
$ 5.4 million in revenues during the initial nine months  of
the  year.   The Company redeployed the assets and personnel
related   to  this  contract  in  other  activities  thereby
minimizing  the  impact on operations and  regaining  market
share in 1998.

                             9
<PAGE>

      In  addition, the Company performs various third party
maintenance  work  referred  to  as  "Technical   Services."
Technical services revenues were $ 14.1, $ 13.4 and  $  11.6
million  in  fiscal years 1998, 1997 and 1996, respectively.
These  amounts are included in Domestic Oil and Gas Aviation
Services revenues as discussed in the above table.

        International Operations
        ------------------------

       In   fiscal   1998,  international  revenues   remain
unchanged.   Revenues increased 39% to  $  22.6  million  in
fiscal  1997  from  $ 16.3 million in fiscal  1996.   Flight
hours  increased 5% to 28,734 in 1998 and 28% to  27,323  in
1997.   The  flight  hour  increase  in  1997  was  produced
primarily by the addition of one new contract which utilizes
four   aircraft  and  the  utilization  of  four  additional
aircraft  on  existing  contracts.   The  new  contract   is
seasonal  in  nature  with  operations  limited  to  October
through February.


     Aeromedical Services Unit

      Fiscal  1998 also saw positive trends in the Company's
Aeromedical Services Unit.  Aeromedical revenues rose $  5.6
million, or 18%, to $ 35.9 million.  Flight  hours increased
8% to 16,063 in 1998.  The fiscal  1998  increases  resulted
primarily from the acquisition of Air  Evac  which generated
revenues of approximately $ 7.9 million and flight hours  of
1,450 for the four months ended April 30, 1998. (See Item 8.
"Financial  Statements  and  Supplemental Data  -  Notes  to
Consolidated  Financial  Statements,  Note  9"  for  a  more
detailed discussion of this transaction.)  As  of  April 30,
1998, total aeromedical contracts and aircraft  were fifteen
and forty-eight, respectively.

      Fiscal  1997  experienced increases in  the  Company's
Aeromedical Services Unit.  Aeromedical revenues rose $  3.6
million, or 13%, to $ 30.3 million.  Flight  hours increased
16% to 14,805.  These increases resulted  from  the addition
of new hospital programs  which utilize  four  aircraft  and
the utilization of three additional  aircraft  for  existing
contracts, bringing  the  total  aeromedical  contracts  and
aircraft to sixteen and forty-one, respectively, as of April
30, 1997.

Direct Expenses

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

                                                       1998     1997     1996
                                                       ----     ----     ----   
Number of aircraft owned/leased/operated at year end    307      314      266
                                                          
Fleet utilization                                       83%      84%      86%
                                                          
Number of employees at year end                       2,135    1,851    1,677

Operating margin                                        14%      13%      13%


1998 compared to 1997
---------------------

      Direct expenses increased $ 19.7  million,  or 11%, to
$ 204.1 million primarily as a result of increased  activity
levels.   However,  direct  expenses  as  a  percentage   of
operating  revenues  decreased slightly with  the  Company's
operating margin increasing to 14% from 13% in fiscal  1997.
The  Company does not anticipate further improvements in the
Company's  operating  margin as the Company  will  incur  an
increase  in human resource costs as discussed  below.   The
acquisition  of Air Evac resulted in an increase  of  $  6.0
million  in direct expenses for the four months ended  April
30, 1998.

      Human resource costs, including salaries and benefits,
increased $ 8.2 million, or 11%, to $ 82.6 million.   Salary
expense  increased  by  $  5.8  million  due  to  additional
employees  needed to support increased flight activity,  the
addition of  209  employees  with  the purchase of Air  Evac
($ 1.8  million)  and  a  general   wage  increase  for  all
employees.   All  employees  received  a  4%  wage  increase
effective January 1,  1998.   Due  to the continued pressure
to attract and retain qualified personnel, a  new  pay  plan
was also implemented  in  February 1998 which is expected to
increase salary expense by an additional $ 2.2 million  over
fiscal 1998. Employee benefit costs increased $ 2.4 million,
including  an  increase  in  the Company's medical costs  of
$0.9 million, $ 0.4 million related to Air Evac  and  $  0.7
million  related  to  the  Company's  gain  sharing  program
contribution.   Under  this  program,  the Company  expensed
$ 2.2  million in 1998 as compared to $ 1.5 million in 1997.
The gain sharing program enables all employees to earn up to
three   weeks   additional  pay  based  on   the   Company's
performance against a pre-tax income target.

                             10
<PAGE>

      Spare  parts  usage and repair and  maintenance  costs
increased  $ 5.0 million, or 11%, to $ 48.6 million;  $  0.3
million  related  to  Air Evac.  The  Company  is  incurring
higher   than  expected  maintenance  costs  due  to   fleet
expansion over the past two years.  In order to meet current
aircraft utilization requirements, the Company significantly
increased the amount of outside repair work which  was  more
costly than performing the work in-house.  The Company is in
the  process  of  developing plans  with  the  objective  of
restoring  these  costs  to their historical  relationships.
During  the fourth quarter of fiscal 1998, these  costs  did
trend toward historical relationships.

      Aircraft  depreciation increased by $ 2.1 million,  or
22%, to $ 11.8 million as PHI's owned fleet size expanded in
1998.   The  Company  incurred $  25.5  million  in  capital
expenditures in fiscal 1998, which included seven additional
aircraft.    The  Air  Evac  acquisition  also   added   six
additional  aircraft which resulted in an additional  $  0.2
million in depreciation for four months of fiscal 1998.

      Aircraft rental expense increased by $ 2.8 million, or
23%,  to $ 15.1 million due to the addition of newly  leased
aircraft.  There were ninety-one leased aircraft as of April
30, 1998 as compared to seventy-four at April 30, 1997.

1997 compared to 1996
---------------------

      Direct  expenses  increased $ 21.9 million, or 13%, to
$ 184.5 million primarily as a result of increased  activity
levels.   Direct  expenses  as  a  percentage  of  operating
revenues  remained  relatively  constant  with  the  Company
maintaining  an operating margin of 13% in fiscal  1997  and
1996.

      During  the  fourth  quarter of  fiscal  1997,  direct
expenses  as  a percentage of operating revenues  were  91%,
compared  to 86% and 87% in the prior year's fourth  quarter
and  fiscal  year 1997, respectively.  The increase  in  the
fourth  quarter  of fiscal 1997, as compared  to  the  other
periods,  occurred  due to higher than expected  maintenance
costs.  This occurred due to a significant increase in fleet
size.

      Human resource costs, including salaries and benefits,
increased  $  7.9 million, or 12%, to $ 74.4  million.   The
increase was primarily related to the increase in the number
of  employees  and  employee overtime  which  is  needed  to
support increased flight activity levels.  This increase was
partially offset by a decrease in the Company's gain sharing
program  contribution.   Under  this  program,  the  Company
expensed $ 1.5 million in 1997 as compared to $ 2.5  million
in  1996.  The gain sharing program enables all employees to
earn up to three weeks additional pay based on the Company's
performance against a pre-tax income target.

       Helicopter   costs,  including  depreciation,   fuel,
insurance and spare parts usage, increased by $ 9.7 million,
or   13%,   to  $  83  million  as  PHI's  fleet   increased
substantially   to   accommodate  expansion.    Depreciation
expense  increased $ 1.0 million  as  the  Company  incurred
$ 40.8 million in capital expenditures in fiscal 1997, which
included twenty-eight additional aircraft.  Fuel costs  were
$  2.2 million higher due to an increase in the average cost
per  gallon  of  aircraft fuel coupled with an  increase  in
flight  hours.  Helicopter insurance and spare  parts  usage
increased  by $ 1.2 million and $ 4.9 million, respectively,
primarily as a result of the expanded fleet and an  increase
in flight and flight related activity.

      Other  expenses and Technical Services cost  of  goods
sold   increased   $  4.2  million  and   $   1.9   million,
respectively. The $ 4.2 million increase in "other expenses"
is consistent with increased flight activity levels.

Selling, General and Administrative Expenses

     Selling, general and administrative expenses for fiscal
1998  increased  $ 4.3 million, or 34%, to $  17.1  million.
This  increase  was  ascribable to  the  following:   $  0.6
million  due  to professional fees and an additional  $  0.4
million  of  depreciation related to the information  system
upgrade  programs, which commenced in 1996 and will continue
into  fiscal  1999,  $ 1.8 million due to  legal  and  other
expenses  related  to  defending  against  union  organizing
activities (when this matter has been successfully resolved,
these expenses will be substantially reduced), $ 0.9 million
related  to  Air  Evac  operations (which  was  acquired  on
January  1,  1998) and approximately $ 0.6  million  due  to
salary and employee benefit increases.  Selling, general and
administrative  expenses for fiscal  1997  increased  $  1.7
million,  or  15%, over fiscal 1996 primarily ascribable  to
the information system upgrade programs discussed above.

                             11
<PAGE>

Interest Expense

     The Company's borrowing costs increased in fiscal 1998.
The weighted average interest rate paid decreased by 0.2% to
7.3%  from  7.5%  in 1997.  However, this rate  decline  was
offset  by higher average borrowings in fiscal 1998  as  the
Company   borrowed  additional  funds  to  purchased   seven
aircraft during the year, and acquired six aircraft with the
purchase  of  Air Evac.  Borrowing costs also  increased  in
fiscal  1997.   The  weighted  average  interest  rate  paid
decreased  by  0.5% to 7.5% from 8.0%.  However,  this  rate
decline  was offset by higher average borrowings  in  fiscal
1997  as  the Company borrowed additional funds to  purchase
twenty-eight helicopters during the year.

Taxes

      PHI's  effective  tax  rate  was  41%,  40%  and  39%,
respectively,   in  1998,  1997  and  1996.    The   Company
anticipates  that  its effective tax rate  will  not  change
significantly  in  the  foreseeable  future.   See  Item  8.
"Financial  Statements  and Supplemental  Data  -  Notes  to
Consolidated Financial Statements, Note 3."

Earnings

      Basic  earnings  per share for the fiscal  year  ended
April  30,  1998 increased 14% compared to the  prior  year.
The  increase  was  primarily due to an  improved  operating
margin   and  an  increase  in  other  income  (deductions),
reflecting gains recognized on the sale of aircraft which no
longer  met  the  Company's fleet  requirements.   This  was
partially  offset  by an increase in the Company's  selling,
general and administrative costs.

      Basic  earnings  per share for the fiscal  year  ended
April  30, 1997 declined slightly as compared to 1996.   The
higher   selling,  general,  administrative   and   interest
expenses  explained above caused the Company's  earnings  to
remain  essentially  constant.  In addition,  during  fiscal
1997  the  Company sold its investment in Irish  Helicopters
Limited based in Dublin, Ireland.  This resulted in a $  0.7
million charge in the third quarter of fiscal 1997.

       The  Company  plans  to  continue  its  programs   of
diversification  and  accountability and  will  continue  to
search for opportunities to enhance earnings and shareholder
value.

Liquidity and Capital Resources

     The Company's 1998  year-end cash position increased to
$ 2.8 million from $ 2.4 million at fiscal year end 1997.

      Working capital in fiscal 1998 increased $ 6.8 million
from  $  41.2  million  in 1997 to  $  48.0  million.   This
increase is due primarily to an overall increase in accounts
receivable and inventory, partially offset by an increase in
accounts  payable  and  accrued expenses.    Long-term  debt
increased $ 9.2  million in fiscal 1998 to $ 66.8 million at
year end.  The Company's current debt obligations for fiscal
1999   total   $   5.8  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
$ 40.0  million  revolving credit facility available through
October  31, 1999 (the "revolving loan") and a capital  loan
facility of up to $ 40.0 million (subject to compliance with
certain  collateral coverage ratios) (the "term loan").  The
term loan is payable in  fixed  quarterly principal payments
of  $  1.0 million  until  maturity  on  October  31,  2004.
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.

      On  December  31,  1997,  the  Company's  wholly-owned
subsidiary,  Air  Evac and the Company's  principal  lending
group  ratified  a  loan agreement.  This agreement provides
$ 5.0  million and $ 6.25 million revolver and  term  credit
facilities, respectively.  This loan is secured  by  certain
assets  of  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.

                             12
<PAGE> 

     Inclusive of this new agreement, the Company at July 7,
1998  had $ 13.5 million of credit capacity available  under
its  credit  facilities, reflecting the purchase, subsequent
to  year  end,  of  five aircraft for  $  6.8  million.   In
addition,  the  Company  plans to  purchase  two  additional
helicopters  in  fiscal  1999  for  a  purchase   price   of
approximately  $ 2.9 million.  These planned  purchases  are
largely  discretionary and subject to the Company  obtaining
customer  commitments.  They can be adjusted by the  Company
based   on  operating  results  or  other  factors.    Funds
available  under  the  Company's  credit  facility  will  be
utilized to finance these purchases.  At April 30, 1998  the
Company  was in compliance with the provisions of  its  loan
agreements.   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 generated from operating activities in fiscal 1998
was  $  10.5 million, compared to $ 8.5 million and  $  19.3
million in fiscal 1997 and 1996, respectively.  The  $  10.8
million decrease in fiscal 1997 is primarily attributable to
the  increase  in accounts receivable of $ 6.8  million  and
increased   inventory   of  $  4.1  million.    Days   sales
outstanding  increased to fifty-three days  in  fiscal  1998
from fifty days in fiscal 1997.

      Cash used in investing activities decreased to $  20.2
million  in  fiscal 1998, as compared to $ 32.3  million  in
fiscal  1997  and  $  21.0 million  in  1996.   The  Company
purchased seven aircraft in fiscal 1998 for $ 6.3 million as
compared  to  twenty-eight aircraft for $  24.5  million  in
fiscal  1997  and  nineteen aircraft for $ 15.2  million  in
1996.   During fiscal 1998, 1997 and 1996, the Company  also
used  $  18.1  million, $ 13.5 million  and  $  8.5  million
primarily    for    aircraft   capital   improvements    and
approximately  $  1.1  million, $  2.8  million  and  $  0.1
million,  respectively  to fund the  purchase  of  new  data
processing  equipment and systems.  Additionally in  January
1998,  the  Company acquired all of the operating assets  of
Samaritan  AirEvac from Samaritan Health System  for  $  8.8
million.  The purchase included one Lear Jet and five Cessna
441  fixed  wing aircraft.  During fiscal 1996, the  Company
also  used $ 3.0 million for the purchase of a 49%  interest
in Irish Helicopters Limited which was subsequently disposed
of  in fiscal 1997 generating proceeds of $ 2.9 million.   A
portion of these expenditures were funded with proceeds from
aircraft sales.

      Cash provided by financing activities primarily funded
the  investing  activities and $  1.0  million  in  dividend
payments.  In response to increased earnings during the past
four   years,  the  Company  resumed  payment  of  quarterly
dividends beginning with the second quarter of fiscal  1995.
The  Board  declared dividends of $ 0.20  per  share  during
fiscal 1998, $ 0.20 per share in fiscal 1997 and $ 0.17  per
share  in fiscal 1996.  The Company anticipates that  future
dividend payments will be declared provided that the current
earnings  trend  continues and as allowed by  the  Company's
agreement with its lenders.

      The  Company  has considered the impact of  Year  2000
issues   on  its  computer  systems  and  applications.    A
compliance plan has been developed and conversion activities
are  in  process in conjunction with the current information
systems  upgrade and is expected to be completed and  tested
in 1998.  The Company has committed to purchase software and
upgrade  its  hardware  to address  the  year  2000  issues.
Management  does not expect that this project  will  have  a
significant effect on the Company's operations primarily due
to   the   significant  expenditures  for  new   information
technology systems during 1998 and 1997.  Additionally,  the
Company   is   currently  evaluating   its   position   with
significant  suppliers, lenders and/or  large  customers  to
ensure  that those parties have appropriate plans to address
year  2000  issues  where  they  may  otherwise  impact  the
operations  of the Company.  The Company does not  have  any
significant  suppliers, lenders and/or large customers  that
directly interface with the Company's information technology
systems.   There  is no guarantee that the  systems  of  the
Company's   suppliers  and  customers  will  be  year   2000
compliant  and  that such non-compliance will  not  have  an
adverse effect on the Company.

New Accounting Pronouncements

      On  June  30, 1997, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No.
130  ("FAS 130"), "Reporting Comprehensive Income."  FAS 130
establishes   standards  for  reporting   and   display   of
comprehensive  income and its components in a  full  set  of
general  purpose financial statements.  FAS 130 is effective
for  fiscal  years  beginning after December  15,  1997  and
requires   restatement   of   earlier   periods   presented.
Management is currently evaluating the requirements  of  FAS
130.

      On  June  30, 1997, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No.
131   ("FAS  131"),  "Disclosures  about  Segments   of   an
Enterprise  and  Related Information."  FAS 131  establishes
standards  for  the  way  that a public  enterprise  reports
information  about  operating segments in  annual  financial
statements  and  requires  that  those  enterprises   report
selected  information about operating  segments  in  interim
financial  reports  issued  to  shareholders.   FAS  131  is
effective for fiscal years beginning after December 15, 1997
and  requires  restatement  of  earlier  periods  presented.
Management is currently evaluating the requirements  of  FAS
131.

                            13
<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 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.  Known or suspected  fuel
contamination has been identified at all the bases reviewed.
Management  now  believes  it is likely  that  similar  fuel
contamination will be found at additional bases.

      The  Company  has expensed, including  provisions  for
environmental costs, $ 0.7 million, $ 1.3 million and $  1.8
million  in  1998,  1997 and 1996 respectively,  related  to
remediation efforts at five bases.  The Company is currently
conducting   assessments  at  three  additional   bases   to
determine  the  extent  of  remediation  required  at  these
locations.  The reasonably possible upper range  of exposure
for environmental  matters is $ 2.7 million.  The  aggregate
liability for environmental related costs, at April 30, 1998,
is $ 1.7 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.

Forward Looking Statements

     All statements other than statements of historical fact
contained in this Form 10-K, 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.

                            14
<PAGE>

Item 8.  Financial Statements and Supplementary Data
----------------------------------------------------


                   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,  1998  and 1997, and the related consolidated statements
of  earnings, shareholders' equity,  and cash flows for each
of  the years in the three-year period ended April 30, 1998.
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,   1998.    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, 1998 and 1997, and the  results
of  their  operations and their cash flows for each  of  the
years  in  the  three-year period ended April 30,  1998,  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.



/S/ KPMG PEAT MARWICK LLP

KPMG PEAT MARWICK LLP
New Orleans, Louisiana
June 12, 1998

                             15
<PAGE>


            PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                              
                     CONSOLIDATED BALANCE SHEETS
                              
                       April 30, 1998 and 1997
                              
                        (Thousands of dollars)
                              

ASSETS                                         1998          1997
------                                         ----          ----

Current assets:                                    
 Cash and cash equivalents                $    2,753   $    2,437
 Accounts receivable - net of allowance:
   Trade                                      41,447       31,201
   Investee companies                          1,792        2,080
   Other                                       5,880        2,266
 Inventory                                    34,016       30,202
 Prepaid expenses                              1,478        1,115
 Refundable income taxes                           -        1,344
 Notes receivable - investee companies         1,151        1,313              
                                             -------      -------

        Total current assets                  88,517       71,958
                                             -------      -------      
                                                   
Investments                                    2,705        2,480
Property and equipment, at cost:                   
 Flight equipment                            221,263      215,414
 Other                                        34,779       28,633
                                             -------      -------        
                                             256,042      244,047 
Less accumulated depreciation               (120,923)    (122,220)
                                             -------      -------
                                             135,119      121,827
                                             -------      -------
Other                                            680          366
                                             -------      -------
                                          $  227,021   $  196,631
                                             =======      =======
                             16
<PAGE>                               
                              
                         (Continued)


           PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                              
              CONSOLIDATED BALANCE SHEETS, continued

                    April 30, 1998 and 1997
                              
             (Thousands of dollars, except share data)
                              
                              
LIABILITIES AND SHAREHOLDERS' EQUITY          1998          1997
------------------------------------          ----          ----
                                                    
Current liabilities:                               
 Accounts payable - trade                $    8,874   $    8,246
 Accrued expenses                            19,130       12,440
 Accrued vacation pay                         5,672        4,784 
 Current maturities of long-term debt         5,824        4,868  
 Other                                        1,046          373 
                                            -------      -------

    Total current liabilities                40,546       30,711
                                            -------      -------

Long-term debt, net of current maturities    66,795       57,592           
Deferred income taxes                        19,172       18,239
Other long-term liabilities                   5,803        2,673
                                                   
Shareholders' equity                               
 Voting common stock - par value of 
  $ 0.10; authhorized 12,500,000;
  issued shares of 2,800,886
  in 1998 and 1997                              280          280
 Non-voting common stock - par value                
  of $ 0.10; authorized 12,500,000;
  issued shares of 2,358,935 and
  2,294,066 in 1998 and 1997                    236          229
 Additional paid-in capital                  11,706       10,810
 Retained earnings                           82,483       76,097
                                            -------      -------       
                                                   
    Total shareholders' equity               94,705       87,416
                                            -------      -------
                                         $  227,021   $  196,631
                                            =======      =======       


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

                             17
<PAGE>

            PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                              
                CONSOLIDATED STATEMENTS OF EARNINGS
                              
             Years ended April 30, 1998, 1997 and 1996
                              
        (Thousands of dollars and shares, except share data)


                                         1998         1997         1996
                                         ----         ----         ----    
Revenues:                                                 
  Operating revenues                 $  236,582   $  211,663   $  185,865
  Other income (deductions)               2,264          725        1,464
                                        -------      -------      -------      
                                        238,846      212,388      187,329   
                                        -------      -------      -------

Expenses:
  Direct expenses                       204,109      184,456      162,599    
  Selling,general and administrative     17,110       12,778       11,079   
  Interest expense                        5,118        4,297        3,098
                                        -------      -------      -------    
                                        226,337      201,531      176,776 
                                        -------      -------      -------
                                                          
Earnings before income taxes             12,509       10,857       10,553  
Income taxes                              5,092        4,387        4,087
                                        -------      -------      -------     

Net earnings                         $    7,417    $   6,470   $    6,466
                                        =======      =======      =======    
                                                          
Basic earnings per common share      $     1.45    $    1.27   $     1.28
                                        =======      =======      =======     
                                                          
Diluted earnings per common share    $     1.43    $    1.25   $     1.27
                                        =======      =======      =======       
                                                          
Weighted average common shares                     
 outstanding                             5,115        5,080        5,066
                                                          
Incremental common shares from                        
 stock options                              81           92           43
                                       -------      -------      -------        

Weighted  average common  shares
 and equivalents                         5,196        5,172        5,109
                                       =======      =======      =======        

Dividends  declared  per  common                                   
 share                              $     0.20    $    0.20   $     0.17
                                       =======      =======      =======

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

                              18
<PAGE> 

        PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                              
       CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

          Years ended April 30, 1998, 1997 and 1996
                              
              (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, 1995            2,865  $   286    2,201  $   220  $  10,118   $  65,083
                                                
                                                              
 Stock Options Exercised      10        1       -         -         99          -
                                                              
 Other                       (75)      (7)     75         7          3        (13)
                                           
 Net Earnings                  -        -       -         -          -      6,466
                                          
 Dividends                     -        -       -         -          -       (862)
                          ------    -----   ------    -----     ------     ------

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
                          ======    =====   ======    =====     ======     ======

</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.

                               19
<PAGE>
  
                      PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                              
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                              
                      Years ended April 30, 1998, 1997 and 1996
                              
                               (Thousands of dollars)
<TABLE>
<CAPTION>
                                                        1998         1997         1996
                                                        ----         ----         ----
<S>                                                  <C>          <C>          <C> 
Cash flows from operating activities:                          
 Net earnings                                        $  7,417     $  6,470     $  6,466
 Adjustments to reconcile net earnings
  to net cash provided by operating activities:
   Depreciation                                        12,534        9,977        8,344 
   Deferred income taxes                                  933        3,273        2,901  
   Gain on equipment disposals                         (3,313)      (1,285)      (1,067)    
   Equity in net (earnings)losses 
     of investee companies                               (242)         560         (397)        
   Changes in operating assets and liabilities:
     Decrease (increase) in accounts receivable       (12,042)      (6,822)       1,217  
     Increase in inventory                             (3,682)      (4,088)        (387)  
     Decrease (increase) in prepaid expenses, 
       refundable income taxes, and notes receivable    1,452         (475)      (2,080)
     Increase in accounts payable -                           
      trade and other accrued expenses                  5,800        1,645        2,646
     Increase (decrease) in income taxes payable        1,046            -         (325)       
   Increase (decrease) in other liabilities               339       (1,481)       1,330
   Other                                                  266          715          701
                                                      -------      -------      -------     
   Net cash provided by operating  activities          10,508        8,489       19,349         
                                                      -------      -------      -------

Cash flows from investing activities:                          
 Investments                                           (8,730)        (957)      (3,303)       
 Purchase of property and equipment                   (25,475)     (40,835)     (23,808)
 Proceeds from asset dispositions                      13,982        6,583        6,147
 Proceeds from sale of investment                           -        2,935            -
                                                      -------      -------      -------        
 Net cash used in investing activities                (20,223)     (32,274)     (20,964)
                                                      -------      -------      -------         

Cash flows from financing activities:
 Proceeds from long-term debt                          31,150       42,425       23,303  
 Payments on long-term debt                           (20,991)     (17,295)     (21,787)    
 Issuance of common stock                                   -            -          100
 Proceeds from exercise of stock options                  919          282            -
 Dividends paid                                        (1,023)      (1,016)        (608)
 Other, net                                               (24)         (73)           -
                                                      -------      -------      -------
                                                          
Net cash provided by financing activities              10,031       24,323        1,008         
                                                      -------      -------      -------

Increase (decrease) in cash and cash equivalents          316          538         (607)
                                                          
Cash and cash equivalents at beginning of year          2,437        1,899        2,506
                                                      -------      -------      -------        
Cash and cash equivalents at end of year             $  2,753     $  2,437     $  1,899
                                                      =======      =======      =======
</TABLE>

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

                             20
<PAGE>


        PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              
                April 30, 1998, 1997 and 1996



(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.   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  are
     recorded net of contractual allowances under agreements
     with third party payors.

     Foreign currency transactions are not material.

     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 $ 1.9 million  and
     $ 2.4 million at April 30, 1998 and 1997, respectively.

     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  ten
     years  for flight equipment and three to ten years  for
     other equipment.  Accelerated methods are used for  tax
     purposes.  A residual value of 25% 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.

     The Company assesses impairment of long-lived assets in
     accordance  with  SFAS  No. 121,  "Accounting  for  the
     Impairment  of  Long-Lived Assets  and  for  Long-Lived
     Assets  to  Be  Disposed Of."  This Statement  requires
     that   long-lived   assets  and  certain   identifiable
     intangibles be 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 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.

                             21
<PAGE>            

     Income Taxes
     ------------

     A  consolidated federal income tax return is  filed  by
     the  Company and its subsidiaries.  Income  taxes  have
     not been provided on the undistributed net earnings  of
     the  investee companies since, among other things,  the
     amount of taxes involved is not significant.

     Income  taxes are accounted for in accordance with  the
     provisions   of   Statement  of  Financial   Accounting
     Standards  No.  109,  "Accounting  for  Income  Taxes."
     Under the asset and liability method of Statement  109,
     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  basis.   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.
     Under  Statement 109, 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.

     Self-Insurance
     --------------

     The  Company maintains a self-insurance program  for  a
     portion  of  its  health care costs.   The  Company  is
     liable  for  claims  up to $ 0.2  million  per  covered
     individual annually, and aggregate claims up to  $  4.9
     million  for calendar year 1998.  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.

     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   Company  places  its  cash  and  temporary   cash
     investments   with   highly   creditworthy    financial
     institutions  and currently invests primarily  in  U.S.
     government  obligations with maturities  of  less  than
     three months.  The Company does not believe significant
     credit risk exists with respect to these securities  at
     April 30, 1998.

     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.   In  each  of  the
     statement  of  earnings presented,  Shell  Oil  Company
     accounted for more than 10% of the revenues.

     Earnings per Share
     ------------------

     In  February  1997  the Financial Accounting  Standards
     Board   issued   Statement  of   Financial   Accounting
     Standards  No. 128 ("FAS 128"), "Earnings  Per  Share",
     effective  for  the periods ending after  December  15,
     1997.  FAS 128 changes the computation and presentation
     requirements  for earnings per share for entities  with
     publicly  held common stock or potential common  stock.
     Under  such  requirements the Company  is  required  to
     present  both   basic and diluted 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 Company adopted  FAS  128
     effective with the quarter ended January 31, 1998 on  a
     retroactive  basis;  accordingly, earnings  per  common
     share  amounts  have been restated to  conform  to  the
     requirements of FAS 128.

     Reclassifications
     -----------------

     Certain  reclassifications have been made to the  prior
     years financial statements in order to conform with the
     classifications adopted for reporting in 1998.

                             22
<PAGE>

     Fair Value of Financial Instruments
     -----------------------------------

     Fair   value   of  cash,  cash  equivalents,   accounts
     receivable, accounts payable and debt approximates book
     value at April 30, 1998 and 1997.

     Stock Compensation
     ------------------

     On  May 1, 1996, the Company elected to continue to use
     the  intrinsic  value method of accounting  for  stock-
     based  compensation prescribed by Accounting Principles
     Board  (APB)  Opinion No. 25 and, accordingly,  adopted
     the  disclosure  provisions of Statement  of  Financial
     Accounting  Standards No. 123, "Accounting  for  Stock-
     Based Compensation."

     New Accounting Pronouncements
     -----------------------------

     On  June  30, 1997, the Financial Accounting  Standards
     Board   issued   Statement  of   Financial   Accounting
     Standards No. 130 ("FAS 130"), "Reporting Comprehensive
     Income."   FAS 130 establishes standards for  reporting
     and  display of comprehensive income and its components
     in  a full set of general purpose financial statements.
     FAS  130 is effective for fiscal years beginning  after
     December  15, 1997 and requires restatement of  earlier
     periods  presented. Management is currently  evaluating
     the requirements of FAS 130.

     On  June  30, 1997, the Financial Accounting  Standards
     Board   issued   Statement  of   Financial   Accounting
     Standards  No.  131  ("FAS  131"),  "Disclosures  about
     Segments  of  an  Enterprise and Related  Information."
     FAS 131 establishes standards for the way that a public
     enterprise reports information about operating segments
     in  annual financial statements and requires that those
     enterprises report selected information about operating
     segments   in  interim  financial  reports  issued   to
     shareholders.   FAS 131 is effective for  fiscal  years
     beginning   after  December  15,  1997   and   requires
     restatement  of earlier periods presented.   Management
     is currently evaluating the requirements of FAS 131.

(2)  LONG-TERM DEBT

<TABLE>
<CAPTION>
                                                     April 30, 1998    April 30, 1997
                                                     --------------    --------------   
                                                          (Thousands of dollars)
     <S>                                                <C>               <C>   
     Secured term loan note due October 31, 2004,               
     due in quarterly installments of $ 1,000,000, 
     bearing interest (at  rates varying between  
     7.2%  and 7.7% at April 30, 1998)                  $   36,000        $   39,000
                         
                                                          
     Secured note due October 31, 1999, under a 
     revolving credit facility totaling $ 40,000,000 
     bearing interest (at rates varying between 7.2%
     and 8.5% at April 30, 1998)                            25,000            17,000
     
                                                         
     Secured term loan note due November 10, 2003, 
     due in quarterly installments of $  223,214, 
     bearing interest (at rates varying between
     7.2% and 7.7% at April 30, 1998)                       6,027                  - 
                                                          
     Secured 10 year promissory notes due in monthly 
     installments of $ 107,747 commencing July 9, 1993 
     with a fixed interest rate of 7.0%                     5,592              6,460
                                                          -------            -------
                                                          
     Total debt                                            72,619             62,460
                                                          
     Less current maturities                                5,824              4,868
                                                          -------            -------

     Total long-term debt                              $   66,795         $   57,592
                                                          =======            =======

</TABLE>
                             23
<PAGE>

     Scheduled maturities of debt are as follows:

                                         (Thousands of dollars)
          1999                                 $   5,824
          2000                                     5,891
          2001                                     5,963
          2002                                     6,041
          2003                                     6,124
          Thereafter                              42,776
                                                 -------
                                               $  72,619
                                                 =======

     At  April  30,  1998, the following  assets  and  their
     related book values are pledged as collateral on  notes
     aggregating $ 72.6 million:

                                         (Thousands of dollars)
         Equipment, net of depreciation        $  84,788
         Inventory                                33,704
         Accounts receivable, net                 38,597
                                                --------
                                               $ 157,089
                                                ========

     Term Loans and Revolving Credit Facilities
     ------------------------------------------

     On  August  13,  1996, 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 primary reasons for renegotiating
     the   debt   facility  were  to  reduce  the  Company's
     effective  interest rate and to increase the  Company's
     credit capacity to $ 65 million from $ 55 million.   On
     March  31,  1997,  the Company modified  the  agreement
     again  which  among  other  things:   i)  reduced   the
     Company's  effective interest rate, ii)  increased  the
     total  credit  capacity  to $  80  million  from  $  65
     million, iii) reduced the mandatory quarterly principal
     payments to $ 1.0 million from $ 2.0 million,  and  iv)
     provided a fixed rate option for up to $ 40 million  of
     the  total  outstanding debt under the  facility.   The
     primary purpose for renegotiating this agreement was to
     reduce  the  Company's effective interest rate  and  to
     increase  the Company's credit capacity.  The  interest
     rate reduction was effective January 1, 1997.  There is
     a  commitment  fee of 0.375% per annum  on  the  unused
     portion  of the credit facility.  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.

     On   December  31,  1997,  the  Company's  wholly-owned
     subsidiary,  Air  Evac  and  the  Company's   principal
     lending   group   ratified  a  loan  agreement.    This
     agreement  provides $ 5.0 million and  $  6.25  million
     revolver  and  term  credit  facilities,  respectively.
     This loan is secured by certain assets of 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  April  30,  1998,  there  were   no
     borrowings outstanding on the revolving credit facility
     which matures October 31, 1999.

     Both the term loans and the revolving credit facilities
     are  subject to certain financial covenants with  which
     the Company was in compliance at April 30, 1998.  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.   Such agreements also limit  the  creation,
     incurrence  or assumption of Funded Debt  (as  defined,
     which  includes long-term debt) and the acquisition  of
     investments.  At April 30, 1998, the Company's  working
     capital exceeded the amount required  by  approximately
     $ 14.9 million, and shareholders' equity  exceeded  the
     required   level  by  approximately  $  12.3   million.
     Dividends are generally limited to 20% of net earnings.

     The  average  amounts  of total borrowings  outstanding
     during 1998 and 1997 were approximately
     $  69.8 million and $ 57.4 million, respectively.   The
     weighted  average interest rates during 1998  and  1997
     were approximately 7.3% and 7.5%, respectively, on these
     borrowings.

                             24
<PAGE>

     Cash paid for interest was $ 4.2 million, $ 4.1 million
     and  $  3.4 million for the years ended April 30, 1998,
     1997 and 1996, respectively.


(3)  INCOME TAXES

     Income  tax expense for each of the three years  ended
     April 30 is composed of the following:

                                                1998         1997       1996
                                                ----         ----       ----
                                                    (Thousands of dollars)

     Current:                                          
       Federal                               $  3,264    $    765   $    757
       State                                      644         296        344
       Foreign                                    251          53         85
     Deferred - principally Federal               933       3,273      2,901 
                                               ------      ------     ------
                                             $  5,092    $  4,387   $  4,087
                                               ======      ======     ======  

     Deferred income tax expense (benefit) results from the
     following:
                                                 1998        1997       1996
                                                 ----        ----       ----
                                                    (Thousands of dollars)
                                                       
     Accelerated depreciation                $  2,023    $  2,911   $  1,408
     Accrued expenses and other liabilities    (1,090)        407       (138)
     Effect of tax credits                          -         (45)     1,631
                                               ------      ------     ------

                                             $    933    $  3,273   $  2,901
                                               ======      ======     ======    


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

<TABLE>
<CAPTION>

                                                          Years ended April 30
                                                          --------------------
                                               1998              1997              1996
                                               ----              ----              ----
                                          Amount     %      Amount     %      Amount      %
                                          ------    ---     ------    ---     ------     ---
                                               (Thousands of dollars, except percentages)
     <S>                                <C>         <C>   <C>         <C>   <C>          <C>                            
     Income taxes at statutory rate     $  4,253     34   $  3,691     34   $  3,588      34
     Increase (decrease) in taxes 
       resulting from:
         Equity in net (earnings) 
           losses of investee companies      (79)     -       (108)    (1)      (134)     (1)
       Effect of state income taxes          514      4        195      2        227       2
       Other items - net                     404      3        609      5        406       4
                                          ------    ---     ------    ---     ------     ---
                                        $  5,092     41   $  4,387     40   $  4,087      39
                                          ======    ===     ======    ===     ======     ===
                            
</TABLE>

     For    income   tax   purposes,   the   Company   had
     approximately  $  126,000  of  general  business  tax
     credit  carryforwards.  These  general  business  tax
     credit  carryforwards  will  expire  in  2001.    The
     Company   also   has  approximately  $   564,000   of
     alternative    minimum   tax   credit   carryforwards
     available  to  reduce future Federal  regular  income
     taxes over an indefinite period.

                             25
<PAGE>

     The  tax  effects of temporary differences  which  give
     rise to significant portions of the deferred tax assets
     and deferred tax liabilities at April 30, 1998 and 1997
     are presented below:

                                                 1998          1997
                                                 ----          ----
                                               (Thousands of dollars)
     Deferred tax assets:                           
       Tax credits                          $    690       $    690
       Vacation accrual                        1,919          1,763
       Inventory valuation                       696            880
       Workman's compensation reserve            396            381
       Allowance for uncollectible accounts      723            427
       Other                                   3,521          2,067
                                              ------         ------
         Total deferred tax assets             7,945          6,208
                                              ------         ------

     Deferred tax liabilities:                      
       Tax depreciation in excess              
        of book depreciation                  25,774         23,751
       Discounted accounts receivable          1,117              -
       Other                                     226            696
                                              ------         ------
         Total deferred tax liabilities       27,117         24,447
                                              ------         ------

         Net deferred tax liability         $ 19,172       $ 18,239
                                              ======         ======

     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  $  3,528,000,
     $ 2,355,000 and $ 2,267,000 for the years ended April 30,
     1998, 1997 and 1996, respectively.

(4)  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.  This plan provides  that  the
     Company match up to 3% of employee contributions.   The
     Company's contribution was $ 1,680,000, $ 1,585,000 and
     $  1,616,000 for the years ended April 30,  1998,  1997
     and 1996, 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  related  to  the  plan were $ 326,000,
     $  275,000  and  $  308,000 for 1998,  1997  and  1996,
     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.

                            26
<PAGE>

     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.

     Effective  May, 1995 the Company's Board  of  Directors
     adopted 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   under  the  1995   Plan.
     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.
     During fiscal 1997, 24,000 non-voting restricted shares
     and  23,200 non-voting stock options were granted under
     the  1995 Plan.  The exercise price of the stock option
     grants  is  equal  to  the fair  market  value  of  the
     underlying  stock at the date of grant.  The restricted
     shares  and the options vest on July 31, 1997  only  to
     the  extent certain 1997 performance targets  are  met.
     To  the extent the restricted shares become vested they
     will  become  unrestricted  on  July  31,  2000.    The
     restricted  shares expire on May 31,  2005.   The  non-
     voting  options, in the event they become  vested,  are
     one-half  exercisable  on July 31,  1997  and  one-half
     exercisable on July 31, 1998.  These  options expire on
     July 30, 2006.  During  fiscal 1996, 23,200 and 116,000
     non-qualified stock options for  voting  and non-voting
     common stock, respectively, were granted under the 1995
     Plan.  These  options  vested  on  July 31, 1996 to the
     extent certain 1996 performance targets were  met.  One
     half of all vested stock options became  exercisable on
     July 31, 1996  and  one  half  became  exercisable   on
     July 31, 1997.  The stock  options  expire  on  May 31,
     2005.  The Company  recorded  no  compensation  expense
     related to the 1995 Plan during fiscal 1998 and  fiscal
     1996 and $ 0.4 million during fiscal 1997.

                             27
<PAGE>

     A  summary of the Plans' activities for the years ended
     April 30, 1998, 1997 and 1996 is as follows:

                                     1992 Plan  Other
                                     ---------  -----
                                      Options  Options    1995 Plan Options
                                      -------  -------    -----------------     
                            Total   Non-Voting  Voting    Voting  Non-Voting
                            -----   ----------  ------    ------  ----------
     Balance outstanding at                                       
      April 30, 1995        90,000     75,000   15,000         -          -
                                                                 
     Options granted at                                         
      $ 9.75 (voting) and                                        
      $ 8.50 (non-voting)  139,200          -        -    23,200    116,000  
                                                                 
     Options exercised     (10,000)         -  (10,000)        -          -
                           -------    -------  -------   -------    -------     
                                                                 
     Balance outstanding                                         
      at April 30, 1996    219,200     75,000    5,000    23,200    116,000
                           =======    =======  =======   =======    =======

     Options granted at                                         
      $ 15.50 (non-voting)  23,200          -        -         -     23,200
                                                                 
     Options lapsed/                              
      cancelled            (24,024)         -        -    (2,720)   (21,304) 
                                                                 
     Options exercised     (24,027)   (16,500)  (5,000)        -     (2,527)
                           -------    -------  -------    -------   -------

     Balance outstanding                                         
      at April 30, 1997    194,349     58,500        -    20,480    115,369
                           =======    =======  =======   =======    =======     
                                                                 
     Options granted             -          -        -         -          -
                                                                 
     Options lapsed/                          
      cancelled            (32,550)    (9,000)       -         -    (23,550)
                                                                 
     Options exercised     (61,869)   (49,500)       -         -    (12,369)
                           -------    -------  -------   -------    -------    
                                                                 
     Balance outstanding                                         
      at April 30, 1998     99,930          -        -    20,480     79,450
                           =======    =======  =======   =======    =======

     Shares exercisable                                          
      at April 30, 1996 at
      a price range of                                    
      $ 10.00 to $ 15.50    55,000     50,000    5,000         -          -
                           =======    =======  =======   =======    =======
     
     Shares exercisable                                          
      at April 30, 1997 at                                                      
       a price range of                                   
       $ 8.50 to $ 15.50   113,561     58,500        -    10,240     44,821     
                           =======    =======  =======   =======    =======
     
     Shares exercisable                                          
      at April 30, 1998 at
      a price range of                            
      $ 8.50 to $ 15.50     97,610          -        -    20,480     77,130
                           =======    =======  =======   =======    =======
     
                                                                 
     Shares available for                                       
      future grant at                             
      April 30, 1998       349,350     25,000        -   128,600    195,750
                           =======    =======  =======   =======    =======    

                             28
<PAGE>

     The  following table summarizes information about stock
     options outstanding as of April 30, 1998:
                              
                        Options Outstanding              Options Exercisable
                   -------------------------------     ----------------------
                           Weighted-Avg.                     
      Range of               Remaining  Weighted-Avg.           Weighted-Avg.   
      Exercise      As of   Contractual   Exercise       As of    Exercise
       Prices      4/30/98   Life-Yrs.     Price        04/30/98    Price
      --------     -------   ---------    -------       --------   -------      
   $8.50 - $9.75    95,290        7.00     $ 8.77          95,290   $ 8.77
                                                             
      $15.50         4,640        8.00      15.50           2,320    15.50
                   -------                              ---------  

                    99,930        7.04       9.08          97,610     8.93
                   =======                              =========  

     The  Company's 1995 Incentive Plan also authorizes  the
     granting of restricted stock awards.  Under this  plan,
     5,809  shares  of  restricted  stock  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 $21,000 and $89,000 in 1998  and  1997,
     respectively.

     In  October  1995,  the Financial Accounting  Standards
     Board   issued   Statement  of   Financial   Accounting
     Standards   No.   123,  "Accounting   for   Stock-Based
     Compensation," (SFAS No. 123), which 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  earning per share as if the  fair  value
     method  of  accounting prescribed by SFAS No.  123  had
     been applied.

                                        1998        1997        1996
                                       -----       -----       -----
     Net income - as reported       $  7,417    $  6,470    $  6,466
                                                     
     Net income - pro forma            7,516       6,366       6,090         
                                                
     Diluted earnings per share                   
      - as reported                     1.43        1.25        1.27
     Diluted earnings per share                    
      - pro forma                       1.45        1.25        1.19
     Average fair value of grants                     
      during the year                    N/A        7.45        4.50
                                                              
     Black-Sholes option pricing     
      model assumptions:                1998        1997        1996
                                       -----       -----       -----
       Risk-free interest rate           N/A        6.5%        6.5%
       Expected life (years)             N/A          4           4
       Volatility                        N/A         12%         19%
       Dividend yield                    N/A       1.11%       1.24%




(5)  SUPPLEMENTAL CASH FLOW INFORMATION AND FINANCING
     ACTIVITIES

     In  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 on sale-leaseback
     transactions  were  deferred.   In  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. In 1996,
     the  Company  reported proceeds from equipment sales of
     $ 6.1 million.   The  original  cost  and   accumulated
     depreciation  associated  with  these transactions were
     $ 10.8 million and $ 5.5 million, respectively.

     In  1996, the Company entered into agreements  for  the
     sale and leaseback of two helicopters.  The book values
     of  the  equipment totaling $ 3.5 million were  removed
     from  the balance sheet and the gains realized  on  the
     sale  transactions totaling $ 0.3 million were deferred
     and  are  being  credited  to income  as  rent  expense
     adjustments  over  the lease term.   Rentals  on  these
     transactions average $ 0.4 million annually.

                             29
<PAGE> 

     On  July  13, 1995 the Company purchased 49%  of  Irish
     Helicopters  Limited (IHL)  based in Dublin Ireland for
     $ 3.0  million.  IHL operated five aircraft which  were
     engaged primarily in search and rescue missions off the
     Irish  Coast. In the third quarter of fiscal year 1997,
     the  Company recorded a $ 0.7 million writedown on this
     investment.   The Company sold this investment  in  the
     fourth   quarter  of  fiscal  year  1997  and  received
     proceeds which approximated the initial cost.

 (6) SHAREHOLDERS' EQUITY

     During   fiscal   1997,   the   Company   offered   its
     shareholders who owned either of record or beneficially
     in a single account, twenty-five or fewer shares of PHI
     common  stock,  the  opportunity to sell  their  common
     stock  through a purchase program.  Approximately 3,900
     shares  were repurchased by the Company at  a  purchase
     price of between $ 18.00 and $ 19.00 a share.

(7)  COMMITMENTS AND CONTINGENCIES

     The   Company  leases  certain  aircraft  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.

     Aggregate  rental commitments  to lease aircraft  under
     noncancellable  operating  leases  are  due  in   years
     subsequent to April 30, 1998, as follows:

                            (Thousands of dollars)
              1999               $  12,986
              2000                  12,640
              2001                  12,172
              2002                  11,427
              2003                   9,240
              Thereafter            24,427
                                   -------
                                 $  82,892
                                   =======
     Rental expense incurred under these leases consisted of
     the following:
                                   (Thousands of dollars)
                                   (Years ended April 30)
                                   ----------------------
                                 1998       1997       1996
                                 ----       ----       ----
              Aircraft       $  15,080  $  12,328  $  12,145
              Other              1,836      1,730      1,690
                               -------    -------    -------
                             $  16,916  $  14,058  $  13,835
                               =======    =======    =======

     Subsequent  to  year  end, the Company  purchased  five
     aircraft  for  an  aggregate  of  $  6.8  million.   In
     addition, the Company plans to purchase two helicopters
     in   fiscal   1999.   The  total  purchase   price   is
     approximately  $  2.9  million.   These  purchases  are
     subject to obtaining customer commitments.

     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.  Known
     or  suspected fuel contamination has been identified at
     all the bases reviewed.  Management now believes it  is
     likely that similar fuel contamination will be found at
     additional bases.

     The   Company   expensed,  including   provisions   for
     environmental  costs,  $  678,000,   $  1,325,000   and
     $  1,797,000  in  1998,  1997 and  1996,  respectively,
     related  to  remediation efforts at  five  bases.   The
     Company  is currently conducting assessments  at  three
     additional bases to determine the extent of remediation
     required  at  these locations.  The reasonably possible
     upper  range  of  exposure for environmental matters is
     $ 2.7 million.  The aggregate liability for environmental
     related  costs at  April 30, 1998  is  $  1.7  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.

                             30
<PAGE>

     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.


(8)  QUARTERLY FINANCIAL DATA (UNAUDITED)

     The  summarized quarterly results of operations for the
     years  ended  April 30, 1998 and 1997 (in thousands  of
     dollars, except per share data) are as follows:


                                           Quarter Ended
                       ---------------------------------------------------
                       July 31,    October 31,    January 31,    April 30,
                         1997         1997           1998          1998
                       --------    -----------    -----------    ---------
     Revenues         $  56,360     $  57,591      $  59,482     $  65,413
     Gross profit         7,617         7,834          7,722         9,300
     Net earnings         1,775         1,554          1,820         2,268
     Net earnings per       
      share-basic           .35           .30            .36           .44
     Net earnings per       
      share-diluted         .34           .30            .35           .44



                                           Quarter Ended
                       ---------------------------------------------------
                       July 31,    October 31,    January 31,    April 30,
                         1996         1996           1997          1997
                       --------    -----------    -----------    ---------
     Revenues         $  50,273     $  55,378      $  52,568     $  54,169
     Gross profit         7,675         7,915          7,088         4,529
     Net earnings         2,278         2,285          1,314           593
     Net earnings per    
      share-basic           .45           .45            .26           .12
     Net earnings per    
      share-diluted         .44           .44            .25           .11



(9)  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 aeromedical services
     division  of Samaritan Health System based  in  Arizona
     and a customer of PHI's since June 12, 1993.

     The  net  assets  were acquired by a  new  wholly-owned
     subsidiary of PHI, Air Evac, including one Lear Jet and
     five Cessna 441's equipped for medical transportation.

     The  cost  of the acquisition was allocated  under  the
     purchase method of accounting based upon the fair value
     of  the  assets acquired and liabilities assumed.   The
     results of Air Evac's operations have been consolidated
     with the Company's results effective January 1, 1998.

                             31
<PAGE>

     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):
     
                                          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
         ------------------------------------

           There  have  been no change in and there  are  no
     disagreements  between the Company and its  independent
     certified   public   accountants  on   accounting   and
     financial disclosure matters.


                          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 1998 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 and
     certain significant employees."

Item 11.  Executive Compensation
--------------------------------

          Information required by this item will be included
     in   the   Company's  definitive  proxy  statement   in
     connection with its 1998 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 1998 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 1998 Annual Meeting of Shareholders
     and is incorporated herein by reference.

                            32
<PART>

                           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' Report

            Consolidated Balance Sheets - April 30, 1998 and 1997

            Consolidated  Statements of  Earnings  for  the
              three years ended April 30, 1998

            Consolidated Statements of Shareholders' Equity
              for the three years ended April 30, 1998

            Consolidated Statements of Cash Flows  for  the
              three years ended April 30, 1998

            Notes to Consolidated Financial Statements

     2. Financial Statement Schedules
        -----------------------------

            Schedule II - Valuation and  Qualifying accounts
            for  the  years  ended  April 30, 1998, 1997 and
            1996.
            
     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.

      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).

                             33
<PAGE>

      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).

      21    Subsidiaries of the Registrant

      23.1  Consent of KPMG Peat Marwick LLP

      27.1  Financial Data Schedule

      (b)   Reports on Form 8-K
             No reports on Form 8-K were filed by the Company
              during the fourth quarter of fiscal 1998.

                             34
<PAGE>

               PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                              
              Schedule II  Valuation and Qualifying Accounts
                              
            For the Years Ended April 30, 1998, 1997 and 1996
                              
                            (in thousands)

<TABLE>
<CAPTION>
                                         
                                                     Additions
                                              ----------------------
                                   Balance at  Charged to  Charged to            Balance 
                                   Beginning   Costs and     Other                At End
Description                         of Year     Expenses   Accounts  Deductions  of Year
-----------                        ----------  ----------  --------  ----------  -------
<S>                                <C>         <C>         <C>       <C>        <C>                                               
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                            
                                                              
Year ended April 30, 1996:
 Allowance for doubtful accounts   $    788    $    250    $    -      $  115   $    923
 Allowance for obsolete inventory     2,139         250         -           -      2,389                        


                             35
<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,
                                       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,     July 24, 1998
 --------------------
     Carroll W. Suggs      Chief Executive Officer
                           and Director (Principal
                             Executive Officer)


 /s/ John H. Untereker      Chief Financial Officer   July 24, 1998
 ---------------------
     John H. Untereker     (Principal Financial and
                             Accounting Officer)


 /s/ Leonard M. Horner             Director           July 24, 1998
 ---------------------
     Leonard M. Horner

 /s/ Robert G. Lambert             Director           July 24, 1998
 ---------------------
     Robert G. Lambert

 /s/ James W. McFarland            Director           July 24, 1998
 ----------------------
     James W. McFarland

 /s/ Bruce N. Whitman              Director           July 24, 1998
 --------------------
     Bruce N. Whitman
                              36        
<PAGE>


</TABLE>