Exhibit 10.19

                    PETROLEUM HELICOPTERS, INC.
               OFFICER DEFERRED COMPENSATION PLAN


     1.     Purpose.    The  purpose  of  the  Officer   Deferred
Compensation Plan (the "Plan") of Petroleum Helicopters, Inc.,  a
Louisiana corporation ("PHI"), is to provide certain officers  of
PHI (the "Officers") designated by the Compensation Committee  of
the  Board  of  Directors  of  PHI  (the  "Committee")  with   an
opportunity  to defer their compensation in order  to  assist  in
their individual financial planning.

     2.    Effective  Date and Term of Plan.  The Plan  shall  be
effective  as  of May 31, 1995 and shall remain in  effect  until
terminated by the Board of Directors or the Committee.

     3.   Plan Administration.  The Plan shall be administered by
the Committee.  The Committee shall have full and final authority
to  interpret  the  Plan,  adopt, amend  and  rescind  rules  and
regulations   relating  to  the  Plan,   and   make   all   other
determinations and take all other actions necessary and advisable
for the administration of the Plan.

     4.   Deferral of Compensation.

          4.1   Deferral  Elections.  Each Officer may  elect  to
defer  to his or her deferred compensation account up to  25%  of
salary  in one percent increments and 100% of any bonus  received
for  services  provided  to the Company ("Compensation")  in  one
percent  increments up to twenty-five percent  and  five  percent
increments   thereafter.   An  election  to  defer   Compensation
hereunder shall be made by means of a Deferral Election  Form  in
the  form attached.  For calendar year 1995, an Officer may defer
Compensation to be paid to the Officer following receipt  of  the
Deferral Election Form by the Committee, if the Deferral Election
Form  is  received by the Committee on or before June  30,  1995.
Deferrals  of  Compensation for subsequent  years  will  only  be
effective with respect to salary if the Deferral Election Form is
received  by the Committee prior to the beginning of the calendar
year  for which the salary will be paid and with respect to bonus
if  the Deferral Election Form is received by the Committee prior
to  the beginning of the fiscal year of the Company for which the
bonus will be paid.

          4.2  Revocation of Elections.  An Officer may revoke an
election  made pursuant to Section 4.1 with respect to  deferrals
of  Compensation to be earned in the future following receipt  of
the written revocation by the Committee and subject to such other
rules  as  may  be established by the Committee.  If  an  Officer
revokes  an  election  to  defer,  the  Officer  may  not   again
participate  in  the  Plan in the year  for  which  the  deferral
election was revoked.

     5.   Deferred Compensation Accounts

          5.1     Establishment   of   Accounts.    A    deferred
compensation account shall be established on PHI's books for each
Officer  who  executes  a Deferral Election  Form.   PHI  has  no
obligation to fund a participant's deferred compensation account.

          5.2   Crediting  of  Deferrals.  An Officer's  deferred
compensation account shall be credited with that portion  of  the
Officer's Compensation that the Officer has elected to  defer  to
his  or her deferred compensation account pursuant to Section 4.1
as  of the date such Compensation would otherwise have been  paid
to the Officer.

          5.3   Crediting  Income.   Each  deferred  compensation
account  shall be credited with an amount of interest as  of  the
last  day  of  each month determined by applying to the  weighted
average balance of such account during such month an annual  rate
of interest equal to the sum of (i) the representative prime rate
published  in  the  Wall Street Journal for the nation's  largest
banks  on the last business day of such month plus (ii) two  (2%)
percent (the "Adjusted Prime Rate").  In the event a distribution
is  made from a deferred compensation account other than  on  the
last  day of a month, interest shall be credited for such partial
month  through the date of distribution by applying the  Adjusted
Prime Rate on the last business day prior to the distribution  to
the  weighted average balance of such account during such partial
month.

          5.4  Distribution of Accounts.  Amounts credited to  an
Officer's  deferred compensation account shall be distributed  in
either  a  single lump sum or annual installments (not to  exceed
twenty),  as  designated by the Officer in his or her  applicable
Deferral  Election Form.  Distribution of a deferred compensation
account  shall  be made (in the case of a lump  sum  payment)  or
commence  (in  the  case  of installment  payments)  thirty  days
following the date chosen by the Officer, which must be at  least
one year following the date of the Deferral Election Form or,  if
earlier, thirty days following the date the Officer ceases to  be
employed by the Company, other than as a result of death.  If  an
Officer  elects to have his or her deferred compensation  account
distributed  in installments, the amount of the first installment
shall  be  a  fraction  of  the value of the  Officer's  deferred
compensation  account,  the  numerator  of  which  is   one   and
denominator of which is the total number of installments elected,
and the amount of each subsequent installment shall be a fraction
of  the value on the date preceding each subsequent payment,  the
numerator  of  which is one and the denominator of which  is  the
total  number  of  installments  elected  minus  the  number   of
installments previously paid.

          5.5   Distribution  Upon Death.  In the  event  of  the
death  of  an  Officer prior to the distribution of  his  or  her
deferred compensation account in full, the value of such deferred
compensation  account  shall  be  determined  as   of   the   day
immediately  following the Officer's death and such amount  shall
be  distributed  in a single lump sum payment  to  the  Officer's
estate as soon as administratively feasible thereafter.

          5.6   Statement  of Account.  At least once  per  year,
each  Officer who has executed a Deferral Election Form shall  be
provided  with  a  statement of his or her deferred  compensation
account.

          5.7   Officer's  Rights Unsecured.  The  right  of  any
Officer  to receive future distributions under the provisions  of
this  Section 5 shall constitute an unsecured claim  against  the
general assets of the Company.

     6.    No Right to Continue as an Officer.  Neither the  Plan
nor  any  action  taken  pursuant to the Plan,  shall  constitute
evidence  of any agreement or understanding, express or  implied,
that  PHI will retain a participant as an employee for any period
of time, or at any particular rate of compensation.

     7.     Amendment,   Modification,  and   Termination.    The
Committee or the Board may at any time terminate, amend or modify
the  Plan.  No amendment, modification or termination of the Plan
shall   in  any  manner  adversely  affect  the  rights  of   any
participant with respect to amounts that have been credited to  a
deferred compensation account.

     8.    Non-alienation of Benefits.  Other than with regard to
the  death  of  an Officer, no benefit shall be  subject  in  any
manner  to  anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or charge, and any attempt to do so shall  be
void.  No such benefit shall, prior to receipt by the Officer, be
in  any  manner  liable for or subject to the  debts,  contracts,
liabilities, engagements or torts of the Officer.

     9.    Choice  of  Law.  The laws of the State  of  Louisiana
shall  govern  the Plan, to the extent not preempted  by  federal
law.

                                   PETROLEUM HELICOPTERS, INC.



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

ATTEST:




Secretary

   [CORPORATE SEAL]