Exhibit 10.18

                   PETROLEUM HELICOPTERS, INC.
              DIRECTOR DEFERRED COMPENSATION PLAN


     1.     Purpose.   The  purpose  of  the  Director   Deferred
Compensation Plan (the "Plan") of Petroleum Helicopters, Inc.,  a
Louisiana corporation ("PHI"), is to provide the directors of PHI
(the  "Directors")  with an opportunity to defer  their  director
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  Compensation
Committee (the "Committee") of the Board of Directors of PHI.

     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 Director may  elect  to
defer  100%  of the compensation that the Director  receives  for
serving  as  a  Director ("Compensation") in twenty-five  percent
increments  to  his  or  her deferred compensation  account.   An
election  to defer Compensation hereunder shall be made by  means
of  a  Deferral Election Form in the form attached and  shall  be
effective  only with respect to Compensation earned on  or  after
the  date  of  the  first annual meeting of shareholders  of  PHI
following  the  receipt  of the Deferral  Election  form  by  the
Committee.   "Compensation"  includes  the  annual  retainer  and
meeting  fees paid to Directors, but does not include any expense
reimbursement.

          4.2  Revocation of Elections.  A Director may revoke an
election  made  pursuant  to Plan 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  a
Director revokes an election to defer, the Director may not again
participate  in  the  Plan in the year  for  which  the  deferral
election  was revoked.  A Director may modify a deferral election
for future years of service by providing the Committee with a new
Deferral  Election Form to take effect on the date  of  the  next
annual meeting of shareholders.

     5.   Deferred Compensation Accounts

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

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

          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  a
Director's deferred compensation account shall be distributed  in
either  a  single lump sum or annual installments (not to  exceed
twenty),  as designated by the Director 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 Director, which must be at least
one year following the date of the Deferral Election Form or,  if
earlier, thirty days following the date the Director ceases to be
a  member  of the Board of Directors, other than as a  result  of
death.   If  a  Director  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
Director'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  a  Director 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 Director's death and such amount  shall
be  distributed  in a single lump sum payment to  the  Director's
estate as soon as administratively feasible thereafter.

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

          5.7   Director's Rights Unsecured.  The  right  of  any
Director 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 a Director.  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 a Director 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  a  Director, 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 Director,
be  in  any manner liable for or subject to the debts, contracts,
liabilities, engagements or torts of the Director.

     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]