=========================================================================
                    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, 1999

                                    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 of        (I.R.S. Employer
   incorporation or organization)       Identification No.)

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

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

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

      Indicate  by  check mark whether the registrant  (1)  has  filed  all
reports  required  to  be filed by Section 13 or 15(d)  of  the  Securities
Exchange  Act  of 1934 during the preceding 12 months (or for such  shorter
period  that the registrant was required to file such reports) and (2)  has
been subject to such filing requirements for the past 90 days.  Yes :/x/  No

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

     The aggregate market value of the voting stock held by non-affiliates
of the registrant as of June 30, 1999 was $17,548,762.

      The  number of shares outstanding of each of the registrant's classes
of common stock, as of June 30, 1999 was:
               Voting Common Stock           2,793,386 shares.
               Non-Voting Common Stock       2,366,175 shares.

                    Documents Incorporated by Reference
      Portions of the registrant's definitive proxy statement to be used in
connection  with  its  1999 Annual Meeting of Shareholders  will  be,  upon
filing with the Commission, incorporated by reference into Part III of this
Form 10-K.
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<PAGE>
                        PETROLEUM HELICOPTERS, INC.

                             INDEX - FORM 10-K

                                  PART I
Item 1. Business                                             1
         General                                             1
         Risks and Uncertainties of Foreign Operations       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

Item 4.A. Executive Officers of the Registrant               7


                                  PART II

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

Item 6. Selected Financial Data                              8

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

Item 7.A. Quantitative and Qualitative Disclosures
          about Market Risk                                 14

Item 8. Financial Statements and Supplementary Data         15
         Petroleum Helicopters,Inc. and Consolidated
         Subsidiaries:
          Independent Auditors' Report                      15
          Consolidated Balance Sheets
            -April 30, 1999 and 1998                        16
          Consolidated Statements of Earnings
            -Three years ended April 30,1999                17
          Consolidated Statements of Shareholders' Equity
            -Three years ended April 30, 1999               18
          Consolidated Statements of Cash Flows
            -Three years ended April 30, 1999               19
          Notes to Consolidated Financial Statements        20

Item 9. Changes in and Disagreements with Accountants on
        Accounting and Financial Disclosures                33

                           i
<PAGE>

                                 PART III

Item 10. Directors and Executive Officers of the
         Registrant                                         33

Item 11. Executive Compensation                             33

Item 12. Security Ownership of Certain Beneficial Owners
         and Management                                     33

Item 13. Certain Relationships and Related Transactions     33


                                  PART IV

Item  14. Exhibits, Financial Statement Schedules and
           Reports on Form  8-K                             34

          Signatures                                        38

                           ii
<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 48% of all the contracted aircraft in the Gulf.  The  Company
has  207  aircraft dedicated to this market.  The Company also operates  in
other  areas  of  the world as described under Item 2 and has  eighty-three
aircraft  outside of the Gulf.  The Company currently operates 290 aircraft
worldwide  and has over 2,000 employees.  See Item 8. "Financial Statements
and  Supplementary Data - Notes to Consolidated Financial Statements,  Note
9" for information on the Company's operating revenue, operating profit and
assets  by  industry segment and geographical distribution  for  the  years
ended April 30, 1999, 1998 and 1997.

During  fiscal  1999,  1998  and  1997, approximately  81%,  84%  and  85%,
respectively, of the Company's operating revenues were generated by Oil and
Gas  Aviation  Services, domestically and internationally and  by  aircraft
maintenance  services  provided to outside  parties.   Domestically,  these
revenues  are earned in federal and state waters offshore of the States  of
Louisiana, Texas, Alabama, Mississippi, and California.

The Company also provides air medical transportation services for hospitals
and  medical  programs which accounted for 19%, 15% and  14%  of  operating
revenues  in  fiscal 1999, 1998 and 1997, respectively.   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  air  medical  services  division  of
Samaritan Health System based in Arizona and a customer of PHI's since June
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.

Demand  for  the  Company's  oil  and gas  aviation  services  is  strongly
influenced   by  oil  and  gas  exploration,  development  and   production
activities.   These  activities are greatly  affected  by  federal  leasing
policies  and  regulations and by oil and gas prices.   The  Company's  air
medical  services  are  influenced  by certain  U.  S.  Government  medical
reimbursement  policies which are subject to some  degree  of  change.  The
Company's  helicopters provide a safe, reliable, efficient and fast  method
of  transportation  under  a broad range of operational  and  environmental
conditions, especially offshore and in remote areas.  All of the  Company's
seventeen  principal types of aircraft are available  under  a  variety  of
contractual arrangements.

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

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

Risks and Uncertainties of Foreign Operations

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

                                  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 (47%, 46% and 44%, respectively, in fiscal 1999,  1998
and 1997) and a substantial portion of the Company's direct costs are fixed
(62%,  60%  and  60% respectively in fiscal 1999, 1998  and  1997).   Thus,
prolonged  periods of adverse weather can materially and  adversely  affect
the Company's operating revenues and net earnings.

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

The Company currently operates eighty-six 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  systems manager.  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 of Mexico and off the coast of California.

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

Competition

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

The Company operates one of the largest commercial helicopter fleets in the
world.   At April 30, 1999, the Company operated 290 aircraft.  The Company
operates  256 aircraft in the United States; 207 in the Company's  Oil  and
Gas  Aviation  Services  Unit, and forty-nine in the Company's  Aeromedical
Services  Unit.  Thirty-four aircraft are operated internationally  in  the
Company's Oil and Gas Aviation Services Unit.

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

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

Employees

As  of  April 30, 1999, the Company employed a total of 2,051 people.   The
Company  believes  its employee relations to be satisfactory,  and  it  has
never  experienced  a  work stoppage.  Currently,  none  of  the  Company's
employees are covered by union contracts.

On  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. On  October  28,
1998, the NMB dismissed the OPEIU's objections and certified the March  31,
1998 election.

Customers

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

                                    3
<PAGE>

Environmental Matters

The  Company is subject to federal, state and local environmental laws  and
regulations that impose limitations on the discharge of pollutants into the
environment and establish standards for the treatment, storage 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's  environmental  staff includes  a  registered  environmental
manager  who  is  also a certified environmental auditor  and  a  certified
environmental  systems manager.  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, 1999, 78% of the Company's aircraft were actively assigned
as compared with 83%  and 84% as  of April  30, 1998 and 1997, respectively.
Demand for the Company's  domestic oil and gas aircraft  has  slowed due to
the activity decline in the Gulf of Mexico.

Equipment

Certain  information regarding the Company's owned and leased fleet  as  of
April 30, 1999 is set forth in the following table:
<TABLE>
<CAPTION>
                                                                       Cruise   Appr.
                                 Number in                             Speed    Range
Manufacturer  Type                 Fleet     Engine        Passengers   (mph)  (miles)
------------  ----------------   ---------  -------------  ----------  ------  -------
 <S>           <C>                 <C>      <C>              <C>         <C>
 Bell          206B-III             14      Turbine            4         120     300
               206L-I, III, IV     105      Turbine            6         130     310
               407                  25      Turbine            6         144     420
               212(1)               11      Twin Turbine      13         115     300
               214ST(1)              6      Twin Turbine      18         155     450
               222                   1      Twin Turbine       8         160     370
               412(1)               26      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              9      Turbine            5         140     385
 Sikorsky      S-76(1)              15      Twin Turbine      12         150     400
 MIL Design    MIL-8 MTV (1)         2      Twin Turbine      28         140     310
                                   ---
            Total Helicopters      261
                                   ---

 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             274
                                   ===

</TABLE>

  (1)  Equipped to fly under instrument flight rules ("IFR").  All
       other  types listed can only fly under visual flight rules  ("VFR").
       See Item 1. "Business - Weather and Seasonal Aspects."

                                      4
<PAGE>

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

      Company Owned Aircraft       Cost            Net Book Value
      ----------------------     ----------        --------------
                180              $231,300(2)         $123,751(1)

                                Total Rents Over
      Company Leased Aircraft    Life of Lease     Remaining Rents
      -----------------------   ----------------   ---------------
                94                 $112,196            $82,763


     (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, 1999, the Company's commitment for principal payments and
lease  payments  for its present helicopter fleet averages $  17.2  million
each  year  for  the  next five years and an aggregate of  $  77.3  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 $ 34.9 million  on
April  30, 1999. The Company is a distributor or dealer for many  of  these
parts  and  components,  thereby allowing it to  realize  significant  cost
savings on its purchases.

Equipment Sales

The  Company sells aircraft whenever they (i) become obsolete, (ii) do  not
fit into future fleet plans, or (iii) are surplus to the Company's needs.

The  Company  typically sells its aircraft for more than their book  value.
The Company cannot predict, however, whether these results will continue or
whether  such prices would be realized if the Company were to sell a  large
number of 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  completion of the new facility.  The Company is  planning  to
move  into  a  new 246,000 square foot facility on the airport  grounds  in
fiscal 2001.  This move will not have a material effect on operating costs.

The  Company also leases property for fourteen 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:

                                      5
<PAGE>

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

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

      C.    Houma-Terrebonne Airport (Louisiana) - containing approximately
      fourteen  acres and certain buildings leased under four  leases  from
      the  Houma-Terrebonne Airport Commission, which expire  on  July  31,
      1999.   The Company is in the process of renegotiating these  leases.
      The   Company  has  landing  pads  for  thirty  helicopters  on  this
      property.

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

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

      F.    Venice (Louisiana) - containing approximately eight acres,  was
      under a lease that expired March 30, 1998. The lease is currently  on
      a  month  to month basis pending the completion of a new facility  in
      Boothville,  Louisiana.  The Company-owned  new  facility  will  have
      landing  pads  for thirty-seven helicopters as well as a  variety  of
      operational  and  maintenance facilities on approximately  thirty-two
      acres.

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

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

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

Bases  for  the Company's foreign and aeromedical operations are  generally
furnished  by  the  customer.  The Company's international  operations  are
currently  conducted  in Angola, Antarctica, China,  Colombia,  Kazakhstan,
Philippines,  Thailand,  and Zaire.  Aeromedical operations  are  currently
conducted  in  Arizona, Arkansas, California, Florida, Illinois,  Kentucky,
Louisiana,  Michigan, Mississippi, North Dakota, Ohio, South Carolina,  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, 1999.

                                  6
<PAGE>

ITEM 4.A. EXECUTIVE OFFICERS OF THE REGISTRANT
______________________________________________

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

<TABLE>
<CAPTION>
    Name                     Age                  Position
 -------------------------   ---     -------------------------------------------------------------------------
 <S>                          <C>    <C>
 Carroll W. Suggs (1)         60     Chairman of the Board of Directors, President and Chief Executive Officer
 Ben Schrick(2)               58     Chief Operating Officer
 Robert D. Cummiskey (3)      57     Director of Risk Management and Corporate Secretary
 Michael J. McCann (4)        51     Chief Financial Officer and Treasurer
 Richard A. Rovinelli (5)     51     Director of Human Resources
 William P. Sorenson (6)      50     Director of Corporate Marketing / New Business
 R. J. Wallace (7)            48     Director Maintenance / FAR145
 Kenneth Alan Townsend (8)    60     General Manager - Domestic Oil and Gas Aviation Services
 Geoffrey C. Stanford (9)     32     Corporate Controller, Assistant Treasurer, and Assistant Secretary

</TABLE>

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

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

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

 (7)     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.

 (8)     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.

 (9)     Mr.  Stanford joined the Company in August 1993 and has served  as
   Corporate  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,  Small  Cap Issuers ("NASDAQ") under the symbols  PHEL  and  PHELK,
respectively.  The following table sets forth the range of high and low per
share  bid prices, as reported by NASDAQ, and dividend information for  the
Company's  voting  and  non-voting common stock  for  the  fiscal  quarters
indicated.


                                  Voting            Non-Voting
                               Common Stock        Common Stock      Dividends
    Fiscal Quarter             High      Low      High       Low     Per Share
    ---------------------     ----------------    ----------------   ---------
    1998-99   1st Quarter     23        16 1/2    21 1/2    17 7/8      .05
              2nd Quarter     18 7/8    14        19        14 1/2      .05
              3rd Quarter     18        15 1/2    18 7/8    15 1/2      .05
              4th Quarter     16        12        16        12          .05

    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


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 3."

As  of May 6, 1999, there were approximately 1,075 holders of record of the
Company's  voting common stock and 116 holders of record of  the  Company's
non-voting common stock.

ITEM 6. SELECTED FINANCIAL DATA
_______________________________

<TABLE>
<CAPTION>
                           1999          1998        1997      1996        1995
                         ---------    --------     --------   --------   --------
                               (Thousands of Dollars, except per share data)
 <S>                     <C>          <C>          <C>        <C>        <C>
 Year Ended April 30:
   Operating revenues    $247,339     $236,582     $211,663   $185,865   $174,397
   Net earnings        (1)  2,988        7,417        6,470      6,466      5,182
   Net earnings
     per share (basic)       0.58         1.45         1.27       1.28       0.96
   Net earnings
     per share (diluted)     0.57         1.43         1.25       1.27       0.96
   Cash dividends
     declared per share      0.20         0.20         0.20       0.17       0.06

 At April 30:
   Total assets          $231,575     $227,021     $196,631   $161,315   $147,108
   Total debt              80,296       72,619       62,460     37,332     35,815
   Working capital         51,030       47,971       41,247     26,543     29,809
   Shareholders' equity    96,581       94,705       87,416     81,401     75,707

</TABLE>

(1)   See Item 8.  "Financial Statements and Supplementary Data - Notes  to
Consolidated Financial Statements, Note 2 - Special Charges."

                                      8
<PAGE>

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

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

Forward-Looking Statements

All  statements other than statements of historical fact contained in  this
Form  10-K  and  other  periodic reports filed by  the  Company  under  the
Securities  Exchange Act of 1934 and other written or oral statements  made
by  it or on its behalf, are forward-looking statements.  When used herein,
the   words   "anticipates",  "expects",  "believes",  "goals",  "intends",
"plans",  or  "projects" and similar expressions are intended  to  identify
forward-looking  statements.  It is important to note that  forward-looking
statements are based on a number of assumptions about future events and are
subject  to various risks, uncertainties and other factors that  may  cause
the  Company's actual results to differ materially from the views,  beliefs
and  estimates  expressed  or  implied in such forward-looking  statements.
Although  the Company believes that the assumptions reflected  in  forward-
looking  statements  are reasonable, no assurance can be  given  that  such
assumptions  will  prove correct. Factors that could  cause  the  Company's
results  to  differ materially from the results discussed in such  forward-
looking  statements include but are not limited to the  following:   flight
variances  from  expectations,  volatility  of  oil  and  gas  prices,  the
substantial   capital  expenditures  required  to  fund   its   operations,
environmental risks, competition, government regulation and the ability  of
the  Company  to  implement  its  business strategy.   All  forward-looking
statements  in this document are expressly qualified in their  entirety  by
the  cautionary statements in this paragraph.  PHI undertakes no obligation
to  update publicly any forward-looking statements, whether as a result  of
new information, future events or otherwise.

Results of Operations

Revenues

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


                                            Years Ended April 30
                                           (in 000's, except %'s)
                                    1999              1998             1997
                               -------------    -------------    ------------
                                  $       %        $       %        $       %
                               -------   ---    -------   ---    -------   ---
  Oil and Gas Aviation Unit    199,846    81    198,875    84    180,121    85
  Aeromedical Services Unit     46,838    19     35,879    15     30,302    14
  Other                            655     *      1,828     1      1,240     1
                               -------   ---    -------   ---    -------   ---
                               247,339   100    236,582   100    211,663   100
   ___________________
   * less than 1%


Oil and Gas Aviation Unit

United  States Aviation Operations.  Demand for the Company's domestic  Oil
and  Gas  Aviation Services is directly influenced by offshore oil and  gas
exploration, development and production activities in the areas in which it
operates,  which in turn is affected primarily by oil and gas prices.   The
decline  in  oil and gas prices has resulted in a reduction in  exploration
and  production  activities.   These  conditions  have  adversely  impacted
helicopter transportation operations.  The Company expects these trends  to
continue for the first half of fiscal 2000.

During  fiscal 1998 and 1997, improved economic conditions in the  Gulf  of
Mexico resulted in substantial increases in oil and gas activity.  However,
in January 1998, oil prices began to decline, causing a decrease in oil and
gas activity.  This decline did not materially impact the results of fiscal
1998.  However, fiscal 1999 was adversely affected as flight hours declined
substantially during the third and fourth quarters.

                                     9
<PAGE>

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

  Fiscal  1998  compared to fiscal 1997.  Operating revenues increased  12%
  from  fiscal 1997 to fiscal 1998.  In fiscal 1998, flight hours increased
  5% to 187,930 from the fiscal 1997 amount of 178,262.

International Operations.  In fiscal 1999, international operating revenues
increased  6% to $ 24.1 million from $ 22.8 million in fiscal  1998.   This
increase  was due to activity in West Africa.  Revenues remained relatively
constant from fiscal 1997 to fiscal 1998.

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

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

  Fiscal  1998  compared  to  fiscal 1997.   Technical  Services  operating
  revenues  increased  6%, or $0.8 million, from $13.0  million  in  fiscal
  1997.

Aeromedical Services Unit

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

  Fiscal  1998  compared to fiscal 1997.   Aeromedical revenues  increased
  $ 5.6  million,  or 18%, to $ 35.9 million in fiscal 1998 as compared  to
  fiscal  1997.  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 $ 5.7 million and  flight  hours  of
  1,450  for  the  four  months  ended  April  30,  1998.   (See  Item   8.
  "Financial  Statements  and Supplementary Data -  Notes  to  Consolidated
  Financial  Statements, Note 11"  for a more detailed discussion  of  this
  transaction.)

Direct Expenses

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

                                       1999      1998       1997
                                      -----     ------     -----

  Number of aircraft owned/leased/
    operated at year end                290       307        314

  Fleet utilization                     78%       83%        84%

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

  (1)  Air  Evac  acquisition added 196 employees  effective
       December 31, 1997.

                                    10
<PAGE>

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

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

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

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

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

  Aircraft rental expense increased by $ 2.4 million to $ 14.8 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.

Selling, General and Administrative Expenses

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

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

Interest Expense

Interest  expense increased $ 0.9 million from fiscal 1998 to  fiscal  1999
and  $  0.8  million from fiscal 1997 to fiscal 1998. This is a  result  of
increased  debt levels due to the Company's acquisition of  the  assets  of
Samaritan  AirEvac  and  the purchase of aircraft during  fiscal  1999  and
fiscal 1998.

Taxes

PHI's effective tax rate was 41%, 41% and 40%, respectively, in 1999,  1998
and  1997.   See  Item 8.  "Financial Statements and Supplementary  Data  -
Notes to Consolidated Financial Statements, Note 4."

Earnings

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

                                    11
<PAGE>

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


                      Liquidity and Capital Resources


The  Company's 1999 year end cash  position  was $ 3.0 million compared to
$ 2.8 million at fiscal year end 1998.

Working  capital  in  fiscal 1999 was $ 51.0 million  compared  to  $  48.0
million  in  1998, an increase of $ 3.0  million.  Long-term debt increased
$ 7.6 million in fiscal 1999 to $ 74.4 million at year end.  The  Company's
current debt obligations for fiscal 2000 total $ 5.9 million, due in  equal
quarterly  installments, which the Company intends to pay  with  cash  flow
from operations.

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

At  June  30,  1999,  the  Company had $ 12.5 million  of  credit  capacity
available  under  its credit facilities.  There are no  plans  to  purchase
additional aircraft in fiscal 2000.  At April 30, 1999, 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 1999 was $ 16.5 million
compared  to  $  10.5 million and $ 8.5 million in fiscal  1998  and  1997,
respectively.   The  $  6.0 million increase in fiscal  1999  is  primarily
attributable  to  the decrease in accounts receivable as  compared  to  the
significant  increase  in fiscal 1998, offset by  a  decrease  in  accounts
payable and accrued liabilities.

Cash  used  in investing activities increased to $ 22.8 million  in  fiscal
1999,  as  compared to $ 20.2 million in fiscal 1998 and $ 32.3 million  in
fiscal  1997.  In fiscal 1999, investing activities totaling $ 42.3 million
primarily  included  the purchase and completion of ten aircraft,  aircraft
refurbishments, and other related items.   The Company sold  aircraft  that
no  longer  met  the  Company's requirements; the net proceeds  were  $19.9
million.

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

                             Year 2000 Matters

General.   To  consider the impact of Year 2000 ("Y2K") issues  on  PHI,  a
committee   consisting  of  members  of  senior  management  from   various
disciplines  within  the Company meets regularly to  discuss,  outline  and
implement appropriate courses of action.  In addition, the Company retained
a  consulting  firm  to  review  Y2K readiness  of  the  Company  and  make
recommendations for action.  Its review was completed on June 30, 1999, and
PHI is in the process of implementing its recommendations.

Information Technology.  The Company recently completed a major upgrade  of
its  information  technology systems begun in fiscal  1996,  an  incidental
benefit of which is that most of its systems are Y2K compliant.  Management
does  not expect that remaining remediation activities will result  in  any
significant  delay  or cost.  Remediation and testing are  expected  to  be
completed by September 30, 1999.

                                   12
<PAGE>

Non-Information  Technology.   PHI's  non-information  technology   systems
include  embedded  chip technology in various equipment, aircraft  systems,
communications (ground and air) and utilities.  The Company  has  completed
an  inventory of those systems and expects to remediate items that need  to
be upgraded or replaced by September 30, 1999.  To date, no aircraft safety
of flight or other significant issues have been identified.

The  Company has been in contact with the manufacturers of its aircraft and
related  equipment to determine the impact of embedded chip  technology  on
flight  systems.  A review of these communications indicates that  embedded
chip  technology will not cause PHI's fleet to be grounded as a  result  of
Y2K issues.

Third  Parties.  PHI is evaluating its position with significant suppliers,
lenders, customers and others to ensure that those parties have appropriate
plans  to  address Y2K issues where they may impact the operations  of  the
Company.   While  the  Company  does not have  any  significant  suppliers,
lenders,  or   customers  that  directly  interface  with  its  information
technology systems, the failure of these third parties to address their Y2K
problems could negatively impact PHI.  Based on contacts to date with third
parties  identified as important, PHI does not expect  the  impact  of  any
third  party  problems to be material. However, there is no assurance  that
the  systems of any third parties will be Y2K compliant in time or that any
non-compliance will not have a material adverse effect on the Company.

PHI operates internationally in various countries in South America, Europe,
Asia  and Africa.  Published reports indicate that the governments of  some
of  the  countries  in  which  it operates may  not  be  Y2K  compliant  in
activities  administered  or  operated by  them,  such  as  communications,
utilities  and  aircraft  landing  facilities,  and  PHI  has  received  no
assurances  from  any  of such governments of its Y2K  readiness.   To  the
extent  that  the  failure  of those governments,  or  of  private  parties
organized under the laws of such countries and doing business with PHI, are
not  Y2K  compliant,  resulting disruptions could have a  material  adverse
effect on PHI's international operations.

Consequences.   If all significant Y2K issues are not properly  identified,
or  if assessment, remediation and testing of systems of the Company and of
third parties with which it has a significant relationship are not effected
timely,  the  Y2K  issue could potentially have an adverse  impact  on  the
Company's operations and financial condition. The Company believes that the
most  reasonably likely worst-case scenario would be that the Company would
find  it  necessary to revert to the use of manual accounting  records  for
billings, payments and collections. In addition, the inability of principal
suppliers and major customers to be Y2K compliant could result in delays in
deliveries from those suppliers and collections of accounts receivable.   A
more  remote  possibility  is that delays and  disruptions  caused  by  Y2K
problems of governments and customers could ground a significant portion of
its aircraft, a situation for which there is no apparent remedy.

Contingency  Plan.  Concurrent with the Company's efforts  to  address  Y2K
issues,  it is in the process of developing appropriate contingency  plans,
which   it expects to have completed by November 1999, to help prevent  the
Company's  operations from being materially impacted by or  to  reduce  the
impact  that  results  from  a  failure  to  correct  a  Y2K  problem.  The
contingency  plans  will entail finding alternative vendors  and  suppliers
which are Y2K compliant, purchasing additional products and inventories and
supplies  in advance of December 31, 1999, and reverting to manual  systems
or workarounds.

Costs.   While  the  Company  incurred significant  costs  to  upgrade  its
information technology systems, it does not associate these costs with  Y2K
readiness.  Its direct costs associated with its Y2K compliance efforts  to
date  have  not exceeded $0.4 million, and the Company does not  expect  to
incur  significant Y2K compliance costs for the remainder of calendar 1999.
Direct costs do not include management and other employee time spent on Y2K
issues, which the Company does not quantify.

                       New Accounting Pronouncements

In  June 1998, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No.  133  ("FAS  133"),  "Accounting  for
Derivative  Instruments and Hedging Activities."  FAS 133, as  amended,  is
effective for all fiscal quarters of fiscal years beginning after June  15,
2000  and  establishes  accounting and reporting standards  for  derivative
instruments,  including certain derivative instruments  embedded  in  other
contracts,  and  for  hedging  activities.   FAS  133  requires  that   all
derivative  instruments  be recorded on the balance  sheet  at  their  fair
value.   Changes in the fair value of derivatives are to be  recorded  each
period  in  current  earnings or other comprehensive income,  depending  on
whether  a derivative is designated as part of a hedge transaction and,  if
it  is,  the  type  of  hedge  transaction.   Earlier  application  of  the
provisions of FAS 133 is encouraged and is permitted as of the beginning of
any  fiscal quarter that begins after the issuance of FAS 133.  The Company
believes  that,  due to its current limited use of derivative  instruments,
adoption  of  FAS  133  will not have a material effect  on  the  Company's
results of operations, financial position, or liquidity.

                                   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, and known or suspected fuel contamination  has
been identified at all the bases reviewed.

The  Company expensed, including provisions for environmental costs, $  0.4
million,  $  0.7  million  and  $  1.3 million  in  1999,  1998  and  1997,
respectively,  related to remediation efforts.  The  Company  is  currently
conducting  assessments  at additional bases to  determine  the  extent  of
remediation  required  at these locations.  The reasonably  possible  upper
range  of  exposure for environmental remediation matters is $ 2.1 million.
The  aggregate recorded provision for environmental related costs at  April
30,  1999  was  $  1.8 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.

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

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

At  April  30,  1999, the Company was a party to interest rate  swaps  with
notional  amounts totaling $ 40.0 million that were designed to  convert  a
similar  amount of variable-rate debt to fixed rates.  The swaps mature  in
2003.   The  swaps require the Company to pay an average interest  rate  of
5.78%  plus a maximum spread of 1.5% which was the percentage at April  30,
1999  over their composite lives, and at April 30, 1999, the interest  rate
to  be  received by the Company averaged 5.0% plus a spread of  1.5%.   The
variable interest rate received by the Company under each swap contract  is
repriced quarterly. The Company considers these swaps to be a hedge against
potentially higher future interest rates.  As described in Note  7  to  the
consolidated  financial  statements, the  estimated  fair  value  of  these
interest rate swaps was $ (0.2) million at April 30, 1999.

At  April  30,  1999,  $ 75.6 million of the Company's long-term  debt  had
variable  interest rates.  Based on debt outstanding at April 30,  1999,  a
10%  increase  in  variable  interest rates would  increase  the  Company's
interest expense in fiscal 2000 by $ 0.6 million.

                                     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, 1999 and 1998,  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,
1999.   In  connection  with  our  audits  of  the  consolidated  financial
statements,  we  also  have  audited the accompanying  financial  statement
schedule,  "Valuation and Qualifying Accounts," for the  three-year  period
ended  April  30,  1999.   These  consolidated  financial  statements   and
financial  statement  schedule  are the  responsibility  of  the  Company's
management.   Our  responsibility  is  to  express  an  opinion  on   these
consolidated financial statements and financial statement schedule based on
our audits.

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

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

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


/s/ KPMG LLP

KPMG LLP
New Orleans, Louisiana
June 11, 1999

                                   15
<PAGE>

               PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                          April 30, 1999 and 1998
                          (Thousands of dollars)

                                                    1999          1998
                                                  --------      --------
                  ASSETS
    Current Assets:
     Cash and cash equivalents                   $  3,025      $  2,753
     Accounts receivable - net of allowance:
       Trade                                       39,724        41,447
       Other                                        2,511         8,823
     Inventory                                     34,902        34,016
     Prepaid expenses                               1,658         1,478
     Refundable income taxes                        3,368             -
                                                 ---------     ---------
            Total current assets                   85,188        88,517
                                                 ---------     ---------

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

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

    Long-term debt, net of current maturities      74,405        66,795
    Deferred income taxes                          19,411        19,172
    Other long-term liabilities                     7,020         5,803
    Shareholders' Equity
      Voting common stock - par value of $ 0.10;
        authorized 12,500,000; issued shares
        of 2,800,886 in 1999 and 1998                 279           280
      Non-voting common stock - par value
        of $ 0.10; authorized 12,500,000;
        issued shares of 2,368,175 and
        2,358,935 in 1999 and 1998                    237           236
      Additional paid-in capital                   11,717        11,706
      Retained earnings                            84,348        82,483
                                                ---------    ----------
         Total shareholders' equity                96,581        94,705
                                                ---------    ----------
         Total Liabilities and
           Shareholders' Equity                  $231,575      $227,021
                                                =========    ==========


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

                                  16
<PAGE>

               PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF EARNINGS
                 Years ended April 30, 1999, 1998 and 1997
         (Thousands of dollars and shares, except per share data)

<TABLE>
<CAPTION>

                                                    1999        1998        1997
   <S>                                           --------     --------    --------
   Revenues:                                     <C>          <C>         <C>
     Operating revenues                          $247,339     $236,582    $211,663
     Other income, net                              3,543        2,264         725
                                                 --------     --------    --------
                                                  250,882      238,846     212,388
   Expenses:
     Direct expenses                              214,516      203,421     184,456
     Selling, general and administrative           18,017       17,798      12,778
     Special charges                                7,298            -           -
     Interest expense                               6,017        5,118       4,297
                                                 --------     --------    --------
                                                  245,848      226,337     201,531
                                                 --------     --------    --------

   Earnings before income taxes                     5,034       12,509      10,857
   Income taxes                                     2,046        5,092       4,387
                                                 --------     --------    --------

   Net earnings                                  $  2,988     $  7,417    $  6,470
                                                 ========     ========    ========

   Basic earnings per common share               $   0.58     $   1.45    $   1.27
                                                 ========     ========    ========

   Diluted earnings per common share             $   0.57     $   1.43    $   1.25
                                                 ========     ========    ========


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

   Incremental common shares                           60           81          92
                                                 --------     --------    --------

   Weighted average common shares and equivalents   5,227        5,196       5,172
                                                 ========     ========    ========

   Dividends declared per common share           $   0.20     $   0.20    $   0.20
                                                 ========     ========    ========
</TABLE>

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

                                     17
<PAGE>

               PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                 Years ended April 30, 1999, 1998 and 1997
                     (Thousands of dollars and shares)

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

 Stock Options Exercised      5        -        16        2         405            -

 Other                       (4)       -         2        -         185          (31)

 Net Earnings                 -        -         -        -           -        6,470

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

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

 Stock  Options Exercised     -        -        65        7         888            -

 Other                        -        -         -        -           8            -

 Net Earnings                 -        -         -        -           -        7,417

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

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

 Stock Options Exercised      -        -         9        1          78            -

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

 Net Earnings                 -        -         -        -           -        2,988

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


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

</TABLE>

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

                                    18
<PAGE>

               PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                 Years ended April 30, 1999, 1998 and 1997
                          (Thousands of dollars)
<TABLE>
<CAPTION>
                                                   1999         1998          1997
                                                 ---------     --------      --------
<S>                                              <C>           <C>           <C>
Cash flows from operating activities:
  Net earnings                                    $ 2,988      $ 7,417       $ 6,470
  Adjustments to reconcile net
   earnings to net cash provided by
   operating activities:
     Depreciation                                  16,193       12,534         9,977
     Deferred income taxes                            239          933         3,273
     Gain on asset dispositions                    (3,583)      (3,313)       (1,285)
     Special charges                                6,172            -             -
     Equity in net (earnings)
      losses of investee companies                     40         (242)          560
  Changes in operating assets
      and liabilities:
     Decrease (increase)in accounts receivable      3,633      (12,042)       (6,822)
     Increase in inventory                           (859)      (3,682)       (4,088)
     Decrease (increase)in refundable income taxes (3,368)       1,344          (607)
     Decrease (increase)in prepaid and other         (505)        (127)          395
     Increase (decrease)in accounts payable,
      accrued liabilities and vacation payable     (4,326)       5,800         1,616
     Increase (decrease)in income taxes payable    (1,046)       1,046             -
     Increase (decrease) in other
      long-term liabilities                           917          840        (1,000)
                                                  --------     --------      --------

    Net cash provided by operating activities      16,495       10,508         8,489
                                                  --------     --------      --------


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

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

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

Net cash provided by financing activities           6,591       10,031        24,323
                                                  --------     --------      --------

Increase in cash and cash equivalents                 272          316           538

Cash and cash equivalents,
 beginning of year                                  2,753        2,437         1,899
                                                  --------     --------      --------
Cash and cash equivalents,
 end of year                                      $ 3,025      $ 2,753      $  2,437
                                                  ========     ========     =========
</TABLE>

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

                                    19
<PAGE>

               PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       April 30, 1999, 1998 and 1997

(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 $ 2.2 million and
     $ 1.9 million at April 30, 1999 and 1998, 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.

     Long-lived  assets and certain identifiable intangibles  are  reviewed
     for  impairment  whenever events or changes in circumstances  indicate
     that  the  carrying  amount  of  an  asset  may  not  be  recoverable.
     Recoverability  of  assets  to be held  and  used  is  measured  by  a
     comparison of the carrying amount of an asset to future 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.

                                     20
<PAGE>

     Self-Insurance

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

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

     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 does not believe  significant
     credit risk exists with respect to these securities at April 30, 1999.

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

     Reclassifications

     Certain reclassifications have been made to the prior period financial
     statements  in order to conform with the classifications  adopted  for
     reporting in fiscal year 1999.

     Stock Compensation

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

     Accounting for Computer Software

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

     Income Taxes

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

                                     21
<PAGE>

     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.

     Derivative Financial Instruments

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

     New Accounting Pronouncements

     In   June  1998,  the  Financial  Accounting  Standards  Board  issued
     Statement  of  Financial Accounting Standards  No.  133  ("FAS  133"),
     "Accounting  for Derivative Instruments and Hedging Activities."   FAS
     133,  as amended, is effective for all fiscal quarters of fiscal years
     beginning after June 15, 2000 and establishes accounting and reporting
     standards  for  derivative instruments, including  certain  derivative
     instruments  embedded in other contracts, and for hedging  activities.
     FAS  133 requires that all derivative instruments be recorded  on  the
     balance  sheet  at  their fair value.  Changes in the  fair  value  of
     derivatives  are  to  be recorded each period in current  earnings  or
     other  comprehensive  income, depending on  whether  a  derivative  is
     designated as part of a hedge transaction and, if it is, the  type  of
     hedge  transaction.  Earlier application of the provisions of FAS  133
     is  encouraged  and  is permitted as of the beginning  of  any  fiscal
     quarter  that  begins  after the issuance of  FAS  133.   The  Company
     believes   that,  due  to  its  current  limited  use  of   derivative
     instruments,  adoption of FAS 133 will not have a material  effect  on
     the Company's results of operations, financial position, or liquidity.

(2)  SPECIAL CHARGES

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

     The Special Charges are as follows:

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


     At April 30, 1999, $ 0.8 million of the restructuring charges remained
     in  accrued  liabilities, which was comprised of  $  0.3  million  for
     employee  severance  / benefits and $ 0.5 million for other charges.

                                       22
<PAGE>

(3)  LONG-TERM DEBT
<TABLE>
<CAPTION>
                                                       April 30, 1999      April 30, 1998
                                                       --------------      --------------
                                                           (Thousands of dollars)
     <S>                                               <C>                 <C>
     Secured term loan notes due November 10, 2005
     due in quarterly installments of $ 1,223,214,
     bearing interest (at rates varying between
     6.4% and 7.7% on April 30, 1999)                     $ 44,134           $ 42,027

     Secured note due October  31,  2005, under
     a revolving credit facility totaling
     $ 45,000,000 bearing interest (at rates varying
     between 6.5% and 7.1% on April 30, 1999)               31,500             25,000

     Secured 10 year promissory notes due in monthly
     installments of $ 107,747 commencing
     July 9, 1993 with a fixed interest rate of 7.0%         4,662              5,592
                                                          --------           --------

     Total debt                                             80,296             72,619

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

     Long-term debt                                       $ 74,405           $ 66,795
                                                          ========           ========
</TABLE>

     Maturities of long-term debt for the next five years are as follows:
          (in 000's)

            2000       2001       2002      2003       2004
           -----      -----       -----     -----      -----
          $ 5,891    $ 5,963    $ 6,041   $ 6,124   $ 5,777

     At  April 30, 1999, the following assets and their related book values
     are pledged as collateral on notes aggregating $ 80.3 million:

                                                (Thousands of dollars)
           Equipment, net  of depreciation             $ 86,435
           Inventory                                     34,590
           Accounts receivable, net                      35,487
                                                       --------
                                                       $156,512
                                                       ========

     Term Loans and Revolving Credit Facilities

     On  March  31,  1997, the Company modified its credit agreement  which
     among other things:  i) reduced the Company's effective interest rate,
     ii)  increased the total credit capacity to $ 80.0 million from $ 65.0
     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  $  40.0 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.  On November 30, 1998, the Company and its principal
     lending  group entered into a loan agreement that amended and restated
     its  original loan agreement dated January 1, 1986.  The new agreement
     increased the Company's credit capacity by $ 7.0 million. 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.

                                    23
<PAGE>

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

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

(4)  INCOME TAXES

      Income  tax  expense for each of the three years ended  April  30  is
      composed of the following:
                               1999          1998        1997
                              ------       -------     -------
                                   (Thousands of dollars)
        Current:
          Federal             $  544       $ 3,264     $   765
          State                  271           644         296
          Foreign                992           251          53
        Deferred -
        principally Federal      239           933       3,273
                               -----       -------     -------
                              $2,046       $ 5,092     $ 4,387
                              ======       =======     =======

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

                                        1999        1998       1997
                                      --------    --------   --------
                                         (Thousands of dollars)
        Accelerated depreciation      $ 2,797     $ 2,023    $ 2,911
        Accrued expenses and
          other liabilities            (1,352)     (1,090)       407
        Effect of tax credits          (1,206)          -        (45)
                                      --------    --------   --------
                                      $   239     $   933    $ 3,273
                                      ========    ========   ========


     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
                                             ------------------------------------------
                                                  1999          1998           1997
                                             ------------   ------------    -----------
                                             (Thousands of dollars, except percentages)
                                              Amount   %     Amount   %      Amount   %
                                             -------  --    -------  --     -------  --
       <S>                                   <C>      <C>   <C>      <C>    <C>      <C>
       Income taxes at statutory rate        $ 1,712  34    $ 4,253  34     $ 3,691  34
       Increase (decrease) in taxes
        resulting from:
          Effect of state income taxes           179   4        514   4         195   2
          Other items - net                      155   3        325   3         501   4
                                             -------  --    -------  --     -------  --
                                             $ 2,046  41    $ 5,092  41     $ 4,387  40
                                             =======  ==    =======  ==     =======  ==
</TABLE>

                                     24
<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, 1999 and 1998 are presented below:

                                                 1999          1998
                                               --------      ---------
                                               (Thousands of dollars)
     Deferred tax assets:
       Tax credits                             $  1,896       $    690
       Vacation accrual                           2,134          1,919
       Inventory valuation                          880            696
       Workman's compensation reserve               448            396
       Allowance for uncollectible accounts         620            723
       Deferred gains                             1,253              -
       Other                                      3,458          3,521
                                               --------       --------
           Total deferred tax assets             10,689          7,945
                                               --------       ---------
     Deferred tax liabilities:
        Tax depreciation in excess
          of book depreciation                   28,571         25,774
        Other                                     1,529          1,343
                                               --------       --------
           Total deferred tax liabilities        30,100         27,117
                                               --------       --------

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

     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 $ 4.9 million, $ 3.5 million  and
     $  2.4  million  for the years ended April 30, 1999,  1998  and  1997,
     respectively.   Of the $ 4.9 million paid in 1999, $  3.4  million  is
     recorded as a tax refund based on the tax liability for fiscal 1999.

 (5) EMPLOYEE BENEFIT PLANS

     Savings and Retirement Plans

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

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

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

                                       25
<PAGE>

     Stock Option Plans

     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. The  exercise  price
     of the stock option grants is  equal to  the fair  market value of the
     underlying stock at the  date  of  grant.  During  fiscal 1999, 13,084
     non-voting restricted shares and 19,000 non-voting  stock options were
     granted  under  the  1995  Plan.  The  restricted shares  will  become
     unrestricted on July 31, 2000. The non-voting options,  in  the  event
     they become vested, are exercisable over the next five years, expiring
     in 2007 and 2008. During  fiscal  1997, 24,000  non-voting  restricted
     shares  and  23,200  non-voting  stock options  were granted under the
     1995 Plan. The restricted shares and the options granted during fiscal
     1997 vested on July 31, 1997 and the  restricted  shares  will  become
     unrestricted  on  July 31, 2000.  One half of the  non-voting options,
     which vested on July  31,  1997,  became exercisable  on July 31, 1997
     and one-half became exercisable  on  July 31,  1998.    These  options
     expire on  July  30,  2006.   The  Company  recorded  no  compensation
     expense related to  the  1995  Plan during fiscal 1999 and fiscal 1998
     and $ 0.4 million during fiscal 1997.

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

                                        26
<PAGE>

     A summary of the Plans' activities for the years ended April 30, 1999,
     1998 and 1997 is as follows:
<TABLE>
<CAPTION>
                             1992 Plan
                              Options           Other Options        1995 Plan Options
                             Non-Voting      Voting   Non-Voting    Voting   Non-Voting      Total
                             ----------      ------   ----------    ------   ----------    ---------
<S>                          <C>             <C>      <C>           <C>        <C>           <C>
Balance outstanding
 at April 30, 1996              75,000       5,000            -     23,200     116,000      219,200

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

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

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

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

Options granted                      -           -            -          -           -            -

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

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

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

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

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

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

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

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

Shares exercisable
  at April 30, 1998 at a price
  range of $8.50 to $15.50           -           -            -      20,480     77,130       97,610
                              =========     =======     =======     =======    ========     ========

Shares exercisable
  at April 30, 1999 at a price
  range of $8.50 to $16.31           -           -            -      20,480     66,717       87,197
                              =========     =======     =======     =======    ========     ========

Shares available for future
  grant at April 30, 1999       13,000           -      144,000     151,800    129,716      438,516
                              =========     =======     =======     =======    ========     ========
</TABLE>

                                    27
<PAGE>

     The   following  table  summarizes  information  about  stock  options
     outstanding as of April 30, 1999:

                         Options Outstanding           Options Exercisable
                 -----------------------------------------------------------
                            Weighted-Avg.
                             Remaining    Weighted-Avg.          Weighted-Avg.
    Range of         As of  Contractual    Exercise       As of    Exercise
  Exercise Prices  04/30/99  Life-Yrs.      Price        04/30/99    Price
  -----------------------------------------------------------------------------
   $8.50 - $9.75     81,197     6.00       $ 8.77          81,197    $ 8.77

      $14.88          4,000     7.00        14.88           4,000     14.88

   $16.25 - $16.75   25,000     8.84        16.38           2,000     16.31
                    -------                                ------
                    110,197     6.68       $10.72          87,197    $ 9.15
                    =======                                ======

     The  Company's  1995 Incentive Plan also authorizes  the  granting  of
     restricted stock awards.  Under this plan during 1999 and 1997, 12,138
     shares and 5,809 shares, respectively 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 $ 97,000, $ 21,000 and $ 89,000 in 1999, 1998 and 1997,
     respectively.

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

                                             1999        1998        1997
                                            -------     -------     -------
     Net income - as reported               $ 2,988     $ 7,417     $ 6,470
     Net income - pro forma                   2,967       7,516       6,366
     Diluted earnings per share
      - as reported                            0.57        1.43        1.25
     Diluted earnings per share
      - pro forma                              0.57        1.45        1.25
     Average fair value of
      grants during the year                   5.87        N/A         7.45


                                             1999        1998        1997
                                            -------     -------     -------
     Black-Sholes option pricing
     model assumptions:
       Risk-free interest rate               6.5%         N/A        6.5%
       Expected life (years)                   4          N/A          4
       Volatility                             27%         N/A         12%
       Dividend yield                       1.39%         N/A       1.11%

(6)  SUPPLEMENTAL CASH FLOW INFORMATION AND FINANCING ACTIVITIES

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

     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 recognized  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.

                                       28
<PAGE>

(7)  FINANCIAL INSTRUMENTS

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

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

                                     1999      1999        1998      1998
                                   Carrying  Estimated   Carrying  Estimated
                                    Amount   Fair Value   Amount   Fair Value
                                   --------  ----------  --------  ----------
     Financial Liabilities
       Current and long-term debt   $ 80.3    $ 80.3      $ 72.6    $ 72.6

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


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

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

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

 (8) 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.

                                      29
<PAGE>

      Aggregate  rental commitments to lease aircraft under  noncancellable
      operating leases are  due in  years subsequent  to April 30, 1999, as
      follows:

                            (Thousands of dollars)
              2000                 $ 12,670
              2001                   12,220
              2002                   11,508
              2003                   10,404
              2004                    9,203
              Thereafter             26,758
                                   --------
                                   $ 82,763
                                   ========

      Rental expense incurred under these leases consisted of the following:
                                (Thousands of dollars)
                                (Years ended April 30)
                                ----------------------
                              1999        1998         1997
                            --------    --------     --------
              Aircraft      $ 14,522    $ 15,080     $ 12,328
              Other            2,064       1,836        1,730
                            --------    --------     --------
                            $ 16,586    $ 16,916     $ 14,058
                            ========    ========     ========

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

     The  Company  expensed,  including provisions for environmental costs,
     $ 0.4 million, $ 0.7 million and $ 1.3 million in 1999, 1998 and 1997,
     respectively,  related  to  remediation  efforts.   The   Company   is
     currently conducting assessments at additional bases to determine  the
     extent  of  remediation  required at these locations.  The  reasonably
     possible  upper range of exposure for environmental matters is  $  2.1
     million.   The aggregate recorded provision for environmental  related
     costs  at  April 30, 1999 is $ 1.8 million, which the Company believes
     is  adequate  for  probable  and estimable environmental  costs.   The
     Company  will  make  additional provisions in future  periods  to  the
     extent  appropriate  as  further  information  regarding  these  costs
     becomes available.

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

(9)  BUSINESS SEGMENTS AND GEOGRAPHIC AREAS

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

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

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

                                      30
<PAGE>

     Summarized  financial information concerning the  Company's  operating
     segment  as  of  April  30  is  shown  in  the  following  tables  (in
     thousands):

                                   1999        1998        1997
                                ---------   ---------   ---------
     Operating revenues:
         Oil and Gas            $ 199,846   $ 198,875   $ 180,121
         Aeromedical               46,838      35,879      30,302
         Other                        655       1,828       1,240
                                ----------  ----------  ----------
              Total             $ 247,339   $ 236,582   $ 211,663
                                ==========  ==========  ==========

     Operating profit(loss):
        Oil and Gas                11,081(1)   17,573      15,021
        Aeromedical                 2,688       2,931       2,879
                                ----------  ----------  ----------
        Total Segment
          operating profit      $  13,769   $  20,504   $  17,900

     Other income, net              3,856       3,264         725
     Corporate overhead            (6,574)     (6,141)     (3,471)
     Interest Expense              (6,017)     (5,118)     (4,297)
                                ----------   ---------  ----------
     Earnings before taxes      $   5,034    $ 12,509   $  10,857
                                ==========  ==========  ==========

     (1)  includes special charges of $ 7.3 million as discussed in Item 8.
     "Financial  Statements and  Supplementary Data - Notes to Consolidated
      Financial Statements,  Note  2  - Special Charges"


     Capital Expenditures
                            1999          1998         1997
                          ---------     ---------    ---------
        Oil and Gas       $  40,521     $  22,469    $  35,299
        Aeromedical             203         1,937        2,762
        Corporate             1,547         1,069        2,774
                          ---------     ---------    ---------
          Total           $  42,271     $  25,475    $  40,835
                          =========     =========    =========

     Depreciation and Amortization
                             1999         1998         1997
                          ---------      --------    ---------
        Oil and Gas       $  11,993      $  9,228    $   7,354
        Aeromedical           3,486         2,773        2,497
        Corporate               714           533          126
                          ---------     ---------    ---------
          Total           $  16,193     $  12,534    $   9,977
                          =========     =========    =========


     Assets
                             1999         1998          1997
                          ---------     ---------    ---------
        Oil and Gas       $ 194,461     $ 189,300    $ 164,080
        Aeromedical          30,113        31,918       27,367
        Corporate             7,001         5,803        5,184
                          ---------     ---------    ---------
          Total           $ 231,575     $ 227,021    $ 196,631
                          =========     =========    =========

                                   31
<PAGE>

     GEOGRAPHIC INFORMATION

     Operating Revenues
                             1999         1998          1997
                          ---------     ---------   ---------
     United States        $ 223,227     $ 213,781   $ 189,221
     Angola                  14,541        12,891      11,469
     Other Foreign            9,571         9,910      10,973
                          ---------     ---------   ---------
         Total            $ 247,339     $ 236,582   $ 211,663
                          =========     =========   =========

     Long-lived Assets
                             1999         1998          1997
                          ---------     ---------   ---------
     United States        $ 128,541     $ 121,161   $ 109,543
     Angola                   5,240         2,120       2,258
     Other Foreign           10,779        11,838      10,026
                          ---------     ---------   ---------
         Total            $ 144,560     $ 135,119   $ 121,827
                          =========     =========   =========

 (10)   QUARTERLY FINANCIAL DATA (UNAUDITED)

     The  summarized  quarterly results of operations for the  years  ended
     April  30,  1999 and 1998 (in thousands of dollars, except  per  share
     data) are as follows:
<TABLE>
<CAPTION>
                                                     Quarter Ended
                            --------------------------------------------------------------------
                            July 31,1998   October 31, 1998  January 31, 1999   April 30, 1999
                            --------------------------------------------------------------------
     <S>                     <C>              <C>               <C>                <C>
     Revenues                $ 62,377         $ 65,478          $ 62,276           $ 60,751
     Gross profit               8,929           11,201             7,685              5,008
     Net earnings               2,002            1,954             1,202             (2,170)(1)
     Net earnings per
       share-basic               0.39             0.38              0.23              (0.42)(1)
     Net  earnings  per
       share-diluted             0.38             0.37              0.23              (0.42)(1)


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

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

(11) AIR EVAC ACQUISITION

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

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

                                      32
<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 changes 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  1999  Annual Meeting of Shareholders  and  is  incorporated
     herein  by  reference.  Information concerning Executive  Officers  is
     included as Item 4.(a) "Executive officers of the registrant."

ITEM 11. EXECUTIVE COMPENSATION
_______________________________

     Information  required by this item will be included in  the  Company's
     definitive proxy statement in connection with its 1999 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 1999 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 1999 Annual  Meeting
     of Shareholders and is incorporated herein by reference.

                                    33
<PAGE>

                                  PART IV

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

(a)  1. Financial Statements

          Included in Part II of this report:

             Independent Auditors' Report

             Consolidated Balance Sheets - April 30, 1999 and 1998

             Consolidated Statements of Earnings for the three years  ended
              April 30, 1999

             Consolidated Statements of Shareholders' Equity for the  three
              years ended April 30, 1999

             Consolidated Statements of Cash Flows for the three years ended
              April 30, 1999

             Notes to Consolidated Financial Statements

     2. Financial Statement Schedules

             Schedule II  - Valuation and Qualifying accounts for the years
                            ended April 30, 1999, 1998 and 1997.


     3. Exhibits

     3  Articles of Incorporation and By-laws

      3.1    (i) Articles of Incorporation of the Company (incorporated  by
                 reference to Exhibit No. 3.1(i) to PHI's  Report on Form 10-Q
                 for the quarterly  period  ended  October 31, 1994).

            (ii) By-laws of the Company as amended on August 18,  1996
                 (incorporated by reference to Exhibit  No. 3.1(ii) to PHI's
                 Report on Form 10-Q  for  the quarterly period ended July 31,
                 1996).

     10   Material Contracts

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

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

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

                                         34
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

                                         35
<PAGE>

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

          10.18 Director Deferred Compensation Plan adopted by PHI's Board
          effective May 31, 1995.

          10.19 Officer Deferred Compensation Plan adopted by PHI's Board
          effective May 31, 1995.

          10.20 Supplemental Executive Retirement Plan adopted by PHI's
          Board effective September 1, 1994.

     21   Subsidiaries of the Registrant

     23.1 Consent of KPMG 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 1999.

                                    36
<PAGE>

               PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
              Schedule II  Valuation and Qualifying Accounts
             For the Years Ended April 30, 1999, 1998 and 1997
                          (Thousands of dollars)


<TABLE>
<CAPTION>
                                                           Additions
                                                      ------------------------
                                        Balance at    Charged to    Charged to                  Balance at
                                        Beginning     Costs and       Other                        End
Description                              of Year       Expenses      Accounts    Deductions      of Year
-----------------------------------------------------------------------------------------------------------
<S>                                     <C>             <C>          <C>            <C>         <C>
Year ended  April 30, 1999:
    Allowance for doubtful accounts     $ 1,962         $   182       $   -         $ 460       $ 1,684
    Allowance for obsolete inventory      1,889             280           -             -         2,169

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

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


</TABLE>

                                    37
<PAGE>

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


                              PETROLEUM HELICOPTERS, INC.


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

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


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


/s/ Carroll W. Suggs       Chairman of the Board, President     July 16, 1999
-----------------------    Chief Executive Officer and
     Carroll W. Suggs       Director (Principal Executive Officer)


/s/ Michael  J. McCann      Chief Financial Officer             July 16, 1999
-----------------------       (Principal Financial and
    Michael J. McCann          Accounting Officer)



/s/ Leonard M. Horner              Director                     July 16, 1999
-----------------------
    Leonard M. Horner

/s/ James W. McFarland             Director                     July 16, 1999
-----------------------
    James W. McFarland

/s/ Bruce N. Whitman               Director                     July 16, 1999
-----------------------
    Bruce N. Whitman

/s/ Thomas H. Murphy               Director                     July 16, 1999
-----------------------
    Thomas H. Murphy

                                    38
<PAGE>