Exhibit 10.20

                 PETROLEUM HELICOPTERS, INC.
           SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


   1.     Purpose. The purpose of the Supplemental Executive
Retirement Plan (the "Plan") of Petroleum Helicopters  Inc.,
(PHI),  is  to  provide  certain
employees  of  PHI  (the "Participants") designated  by  the
Compensation  Committee (the "Committee") of  the  Board  of
Directors of PHI (the "Board") with retirement, disability and
death  benefits to supplement existing retirement benefits which  may
or  may  not  have been reduced by Internal Revenue  Service
(the  "IRS")  regulations  and other  applicable  rules  and
regulations.

   2.     Effective Date and Term of Plan. The plan shall be
effective as of September 1, 1994 and shall remain in effect
until terminated by the Board.

   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.     Participation.   The Board  will  determine  which
employees  of  PHI and its subsidiaries will be Participants
in  the Plan.  Participants will be required to sign a  non-
competition agreement with PHI in consideration for benefits
under this Plan.

   5.     Gender.   Whenever used in this Plan document  the
masculine gender includes the feminine.  Also whenever  used
in  this  plan  document the feminine  gender  includes  the
masculine.

   6.     Plan Benefits.  The Plan provides for Participants
to   receive  benefits  based  on  one-third  (1/3)  of  the
Participants annual salary at the time of adoption,  payable
as provided below

   7.     Plan  Funding.  PHI reserves the right  to  either
fund the obligations undertaken by this Plan or refrain from
funding  the  same and to determine the extent,  nature  and
method  of  funding.   Should PHI elect  to  fund  the  plan
through  the  purchases  of  life insurance,  mutual  funds,
disability policies, or annuities, PHI reserves the right in
its  sole discretion to terminate such funding at any  time,
in whole or in part.

   8.    Distribution of Benefits

          8.1 Distribution Upon Retirement At Age 65.

          a.   A Participant will receive annual Benefits upon
            retirement from active service from PHI at age 65 or later
            and those Benefits will continue for 15 years from and after
            his  or her retirement.  Benefits will be paid in equal quarterly
            installments commencing with the first day of the first
            calendar quarter following his or her retirement.

          b.   If a Participant dies after Benefits becomes payable under
            paragraph a. above, PHI shall continue
            to pay Benefits during the remainder of the fifteen (15) year
            period (the "Remaining Benefits") to the Participant's designated
            beneficiary, in accordance with the last such designation
            received by PHI from the Participant before his or her death.
            If no such designation has been received by PHI from the
            Participant before his or her death, Remaining Benefits shall be
            paid to (i) the Participant's then living spouse, for so long as
            the spouse shall live, or (ii) if the Participant is not survived
            by a spouse or if the spouse shall die before all Remaining
            Benefits have been paid, the then living children of the
            Participant, if any, in equal shares, or (iii) if the Participant
            is not survived by a spouse for the full period Remaining
            Benefits are payable, or by any children, to the estate of the
            Participant.

          8.2 Distribution Upon Death.

          a.   If a Participant dies  while employed by PHI, PHI shall
            provide the benefit for a period of fifteen (15) years, payable
            in quarterly installments,
            commencing with the first day of the first calendar quarter
            following the date of his death, to the Participant's
            designated beneficiary in accordance with the last such
            designation received by PHI from the Participant prior to
            his death.

          b.If  no such designation has been received by PHI
            from  the Participant before his or her death,
            Remaining Benefits shall be paid to (i)   the
            Participant's then living spouse for  so  long
            as  the spouse shall  live, or (ii) if    the
            Participant  is not survived by a spouse  or  if
            the spouse shall die before all Remaining Benefits
            have been paid, the then living  children  of
            the Participant, if any, in equal shares, or (iii) if
            the Participant is not survived by a spouse for the
            full period Remaining Benefits are payable, or by any children,
            to the  estate  of  the Participant.

          8.3 Distribution Upon Disability.

          a.   The terms "Disability" and "Disabled" shall have the
            meaning set forth under the disability policy that is made
            available to the Participant by PHI at the time of
            commencement of the Disability.  If no such policy is
            available, Disability shall mean the total and permanent
            incapacity of the Participant to engage in any substantial
            gainful employment and which qualifies him for commencement
            of benefits for permanent and total disability under the
            Federal Old Age and Survivor Insurance.

          b.   If while actively employed, Participant becomes
            disabled, he will receive annual benefits from PHI beginning
            on his 65th birthday and those benefits will continue for 15
            years from that date.  Benefits will be paid in equal
            quarterly installments commencing on the above date.

          c.   If a Participant dies after Benefits become payable under
            paragraph b. above, PHI shall continue
            to pay Benefits during the remainder of the fifteen (15) year
            period (the "Remaining Benefits") to the Participant's
            designated beneficiary, in accordance with the last such
            designation received by PHI from the Participant before his or her
            death.  If no such designation has been received by PHI from
            the Participant before his or her death, Remaining Benefits
            shall be paid to (i) the Participant's then living spouse
            for so long as the spouse  shall live, or (ii) if the Participant
            is not survived by a spouse or if the spouse shall die before
            all Remaining Benefits have been paid, the then living children
            of the Participant, if any, in equal shares, or (iii) if
            the Participant is not survived by a spouse for the full period
            Remaining Benefits are payable, or by any children, to the estate
            of the Participant.

          8.4 Termination of Employment Prior to Age 65. The
Participant  forfeits all rights and privileges  under  this
plan if he terminates employment with PHI prior to attaining
age  65  for  any  reason other than death or disability,
including retirement, discharge, resignation, reduction in force,
or any other cause for termination.

          8.5  Participant's Rights Unsecured. The right  of
any  Participant to receive future distributions  under  the
provisions  of this Plan shall constitute an  unsecured
claim against the general assets of PHI.

   9.     No  Right to Continue as an Employee. 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.

   10.    ERISA Provisions

          10.1 Name Fiduciary and Plan Administrator

          The "Named Fiduciary and Plan Administrator" of this plan shall
          be Richard Rovinelli until his resignation or removal by the Board
          of Directors.  As Named Fiduciary and Plan Administrator, Richard
          Rovinelli shall be responsible for the management, control, and
          administration of this Plan as established herein.  He may delegate
          to others certain aspects of the management and operation
          responsibilities of the Plan including the employment of advisors
          and the delegation of ministerial duties to qualified individuals.

          10.2 Claim Procedure and Arbitration

          In the event that benefits under this Plan are not paid to the
          Employee (or to his beneficiary) and such claimants feel they are
          entitled to receive such benefits, then a written claim must be
          made to the Named Fiduciary and Plan Administrator named above
          within sixty (60) days for the date payments are refused.  The
          Named Fiduciary and Plan Administrator and PHI shall review the
          written claim and, if the claim is denied in whole or in part,
          they shall provide, in writing and within ninety (90) days of
          receipts of such claim, their specific reasons for such denial
          and references to the provisions of this Plan upon which the denial
          is based and any additional material or information necessary to
          perfect the claim.  Such written notice shall further indicate the
          additional steps to be taken by the claimants if a further review of
          the claim denial is desired.  A claim shall be deemed denied if the
          Plan Fiduciary and Administrator fails to take any action within the
          aforementioned ninety (90) day period.

          If claimant desires a second review, they shall notify the Plan
          Fiduciary and Administrator in writing within sixty (60) days of
          the first claim denial.  Claimants may review the Plan or any
          documents relating thereto and submit written issues and comments
          they may feel appropriate.  In its sole discretion, the Plan
          Fiduciary and Administrator shall then review the second claim and
          provide a written decision within sixty (60) days of receipt of
          such claim.

          If claimants continue to dispute the benefit denial and/the meaning
          and effect of the terms and conditions of this Plan, then claimant
          may submit the dispute to a Board of Arbitration for final
          arbitration.  Said Board shall consist of one member selected by
          the claimant, one member selected by PHI, and a third member
          selected by the first two members.  The Board shall operate under
          any generally recognized set of arbitration rules.  The parties
          hereto agree that they and their heirs, personal representatives,
          successors, and assigns shall be bound by the decision of such
          Board with respect to any controversy properly submitted to it for
          determination.

   11.    Amendment,  Modification,  and  Termination.   The
Board may at any time terminate, amend, or modify the Plan.

   12.    Non  Alienation  of  Benefits.   Other  than  with
regard  to the death of a Participant, no Benefit  shall  be
subject  in  any  manner to  alienation,  sale,
transfer, assignment, pledge, lien encumbrance or charge, and any
attempt to do so will be void.  No Benefit shall, prior
to  receipt by the Participant, be in any manner liable  for
or subject to the debts, contracts, liabilities, engagements
or torts of the Participants.

   13.    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]