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

                                 Form 10-K/A
(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, 1996
                                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 Highway 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.  

   State the aggregate market value of the voting stock held by non-affiliates
of the registrant.

                 Date                                     Amount
           February 5, 1997                            $26,445,237

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

    Voting Common Stock.........................  2,797,786 shares outstanding 
                                                  as of February 5, 1997.
    Non-Voting Common Stock.....................  2,284,345 shares outstanding 
                                                  as of February 5, 1997.

                      DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE


The  undersigned  registrant  hereby  amends Items 10 through 13 of its annual
report on Form 10-K for the fiscal year ended on April 30, 1996 as follows:

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

 Information  concerning  Executive  Officers   is   included  as  Item  4.(a)
"Executive officers of the registrant."

 The following table sets forth certain information as  of  February  28, 1997
with  respect  to each director.  Unless otherwise indicated, each person  has
been engaged in the principal occupation shown for the past five years.


                                                                   Year First
                                                                    Became a
      Name and Age               Principal Occupation               Director
      ------------               --------------------               -------- 
Carroll W. Suggs, 58.......      Chairman of the Board,               1989
                                 President and Chief Executive
                                 Officer of PHI(1)

Leonard M. Horner, 69......      Private Investments(2)               1992

Robert G. Lambert, 66......      Chairman of the Board of             1994
                                 Directors and Chief Executive
                                 Officer of Aviall, Inc.
                                 (aviation parts distributor
                                 and provider of inventory
                                 information); Consultant(3)

James W. McFarland, 51.....      Dean, A.B. Freeman School of         1996
                                 Business, Tulane University(4)      

Bruce N. Whitman. 63.......      Executive Vice President and         1996
                                 Director, FlightSafety
                                 International, Inc. (aviation
                                 training and related services)
_____________________

(1)    Mrs. Suggs  became Chairman of the Board in March 1990, Chief Executive
       Officer in July  1992  and  President  in  October 1994.  She is also a
       director of Varco International, Inc., The Louisiana Land & Exploration
       Company and Whitney Holding Corporation.

(2)    From 1974 to 1991, Mr. Horner served in various  capacities  with  Bell
       Helicopter Textron, Inc. (helicopter manufacturer), including Chairman,
       President,  Executive  Vice  President, Senior Vice President-Marketing
       and Programs, and Vice President-Operations.   Prior  to  1974,  he was
       employed  by  United  Technologies  Corp.,  Sikorsky  Aircraft Division
       (helicopter manufacturer) for 17 years.

(3)    Mr.  Lambert  was named Chairman of the Board of Directors  of  Aviall,
       Inc. in December 1993 and its Chief Executive Officer in December 1995.
       From 1989 through  1992, he served as Senior Executive Vice President -
       Aviation of Ryder System, Inc.

(4)    Dean McFarland is also  a  director  of  American  Indemnity  Financial
       Corporation,  Sizeler Property Investors, Inc. and Stewart Enterprises,
       Inc.

                             _____________________

 No director, nominee  or  executive  officer of PHI has a family relationship
with any other such person.  During PHI's  fiscal  year  ended April 30, 1996,
the  Board  held five meetings.  Each incumbent director of  PHI  attended  at
least 75% of  the  aggregate number of meetings held during fiscal 1996 of the
Board and committees of which he or she was a member.

 The Board has an Audit  Committee  (the  "Audit  Committee"),  the members of
which  are  Messrs. Horner and Lambert.  The Audit Committee, which  held  two
meetings during  fiscal 1996, is responsible for making recommendations to the
Board  concerning  the   selection  and  retention  of  independent  auditors,
reviewing the results of audits  by the independent auditors, discussing audit
recommendations with management and  reporting  the  results of its reviews to
the  Board.   The Board also has a Compensation Committee  (the  "Compensation
Committee"), the  members  of  which are also Messrs. Horner and Lambert.  The
Compensation  Committee,  which held  two  meetings  during  fiscal  1996,  is
responsible  for  determining  the  compensation  paid  to  officers  and  key
employees and administering  PHI's  1992  Non-Qualified Stock Option and Stock
Appreciation Rights Plan and the 1995 Incentive  Compensation Plan.  The Board
does not have a nominating committee.

 Each director receives an annual fee of $10,000 and  a fee of $1,000 for each
Board or Committee meeting he or she attends.

Section 16(a) Beneficial Ownership Reporting Compliance

 Section  16(a)  of  the  Securities  Exchange  Act  of  1934  requires  PHI's
directors, executive officers and principal shareholders to file  with the SEC
reports of beneficial ownership, and changes in beneficial ownership,  of  the
Common  Stock.   Mr.  Untereker  and  William  P.  Sorenson,  Vice President -
Aeromedical of PHI, each inadvertently filed late one such report.  The report
of  Mr.  Untereker  reported  one transaction, and the report of Mr.  Sorenson
reported his appointment as Vice President.


Item 11.  Executive Compensation

 Summary of Executive Compensation

 The following table summarizes,  for each of the fiscal years ended April 30,
1996, 1995 and 1994, compensation of  PHI's  Chief  Executive Officer and each
other  executive officer of PHI whose annual compensation  was  in  excess  of
$100,000 in all capacities in which they served:

<TABLE>
<CAPTION>
                                                        Long-term
                                                       Compensation
                                                          Awards
                                          Annual        ----------
                                       Compensation     Securities
Name and                               ------------     Underlying    All Other
Principal Position           Year    Salary    Bonus(1) Options(2) Compenstion(3)
------------------           ----    ------    -------- ---------- --------------
<S>                          <C>    <C>        <C>       <C>       <C>
Carroll W. Suggs             1996   $317,384   $13,327   23,200    $123,042(4)(5)
Chairman of the Board,       1995    317,384     6,058        0      60,090(4)(5)
President and Chief          1994    308,271         0        0      10,023(4)
Executive Officer     
                        
Ben Schrick                  1996    197,291     8,851   11,600       5,261
Executive Vice               1995    109,785     4,023        0       3,276
President and Chief          1994    105,762         0    9,000       3,165
Operating Officer
                 
John H. Untereker            1996    199,046     8,580   11,600       5,591
Vice President and           1995    203,607     3,900        0       4,500
Chief Financial              1994    200,978         0    6,000       6,021
Officer  

Robert D. Cummiskey, Jr.     1996    106,204     4,409    5,800       5,838
Vice President of            1995    106,538     2,004        0       3,126
Risk Management and          1994    103,393         0    6,000       3,094 
Secretary      

</TABLE>
_____________________

(1)    Represents  a  cash bonus of two weeks and one day of base pay for 1996
       and one week of  base  pay  for 1995, pursuant to programs in which all
       eligible employees of the Company participated.

(2)    For additional information, please refer to the two tables below.

(3)    Unless otherwise indicated, reflects  amounts  paid by PHI on behalf of
       the named executive officer pursuant to the PHI 401(k) Retirement Plan.

(4)    Includes directors fees of $13,600, $2,400 and $3,000 in 1996, 1995 and
       1994, respectively.

(5)    Includes  life  insurance premiums for the benefit  of  Mrs.  Suggs  of
       $105,000 in 1996 and $53,190 in 1995.

                             _____________________

1996 Stock Option Grants

       The following table  contains information concerning the grant of stock
options to the named executive officers during the fiscal year ended April 30,
1996.
<TABLE>                                                                                    
<CAPTION>
                                                                                    Potential
                                                                                 Realizable Value
                           No. of      % of Total                                  of Options at
                           Shares       Options                                   Assumed Annual
                         Underlying    Granted to                                  Rate of Stock
                          Options     Employees in   Exercise    Expiration     Price Appreciation
       Name              Granted(1)  Fiscal 1996(2)    Price        Date          For Option Term
     --------            ----------  --------------  ---------   ----------     ------------------
                                                                                   5%        10%
                                                                                ------------------
<S>                        <C>            <C>          <C>      <C>             <C>       <C>
Carroll W. Suggs           23,200         16.7%        $9.75    May 31, 2005    $142,256  $360,505
Ben Schrick                11,600          8.3%        $8.50    May 31, 2005      62,020   157,143
John H. Untereker          11,600          8.3%        $8.50    May 31, 2005      62,020   157,143
Robert D. Cummiskey, Jr.    5,800          4.2%        $8.50    May 31, 2005      31,010    78,571

</TABLE>
_____________________

(1)    All options were awarded  at  the  fair  market value of the securities
       underlying the options on the effective date  of  grant.   A portion of
       these  options  vested  on July 30, 1996 based upon predetermined  1996
       financial goals and individual  performance standards.  Options held by
       Mrs. Suggs and Messrs. Schrick, Untereker  and  Cummiskey  vested as to
       20,480,  10,150,  8,240  and  4,920 shares, respectively.  One-half  of
       these vested options became exercisable  on  July  31,  1996,  and  the
       remaining one-half will become exercisable on July 31, 1997.

(2)    Percentages  listed  in  this  column  represent  the percentage of all
       options  to  acquire  PHI  Common  Stock,  both Voting and  Non-Voting,
       granted  to all PHI employees during the year  ended  April  30,  1996.
       Only Mrs.  Suggs  was awarded options to acquire Voting Common Stock in
       fiscal 1996.  Messrs.  Schrick,  Untereker  and  Cummiskey were awarded
       10%,  10%  and  5%, respectively, of the options to acquire  Non-Voting
       Common Stock granted to PHI employees in fiscal 1996.
                             _____________________

Option Exercises and Holdings

       The following table  contains  information  with  respect  to the named
executive officers concerning the exercise of options during fiscal  1996  and
unexercised options held as of April 30, 1996.

<TABLE>
<CAPTION>                                                                           Value of Unexercised
                         Shares                      Number of Unexercised        in-the-Money Options at
                        Acquired       Value       Options at April 30, 1996          April 30, 1996(1)
  Name                 on Exercise    Realized     --------------------------        ------------------
  ----                 -----------    --------     Exercisable  Unexercisable    Exercisable  Unexercisable
                                                   -----------  -------------    -----------  ------------- 
<S>                       <C>          <C>            <C>           <C>                 <C>     <C> 
Carroll W. Suggs               0             0            0         23,200(2)(3)        0       $105,792
Ben Schrick                    0             0        6,000(4)      14,600(3)(4)        0         66,700
John H. Untereker         10,000(5)    $40,000            0          5,000(2)           0         21,550
                               0             0            0         11,600(3)(4)        0         66,700
Robert D. Cummiskey, Jr.       0             0        4,000(4)       7,800(3)(4)        0         33,350

</TABLE>
_____________________

(1)   Reflects  the difference between the average of the bid and asked prices
      of the Common Stock on April 30, 1996 and the respective exercise prices
      of the options.

(2)   Options to acquire Voting Common Stock.

(3)   Options held  by Mrs. Suggs and Messrs. Schrick, Untereker and Cummiskey
      vested as to 20,480,  10,150,  8,240  and 4,920 shares, respectively, on
      July  31, 1996 based upon certain 1996 financial  goals  and  individual
      performance standards.

(4)   Options to acquire Non-Voting Common Stock.

(5)   Voting Common Stock
                            _____________________

Supplemental Executive Retirement Plan

      PHI maintains  a  supplemental  executive  retirement  plan  ("SERP") to
supplement  the retirement benefits otherwise available to PHI's officers  and
certain key employees  pursuant  to  the PHI 401(k) Retirement Plan.  The SERP
provides  an  annual  benefit,  generally  equivalent  to  35%  of  each  such
participant's salary at the date  of adoption in 1994 up to $200,000 of salary
plus 50% of such salary in excess of  $200,000,  for  a  period  of  15  years
following  retirement  at age 65 or older.  Similar benefits are also provided
upon death or disability  of  the  participant.  The estimated annual benefits
payable upon retirement at normal retirement  age  for  Mrs. Suggs and Messrs.
Schrick, Untereker and Cummiskey are $123,500, $36,000, $67,400,  and $34,400,
respectively.

Employment Agreement

      Mr. Untereker and PHI entered into an agreement in July 1992 pursuant to
which  PHI agreed to pay Mr. Untereker an amount equal to his base salary  for
six months  and certain relocation expenses in the event of the termination of
his employment.   PHI  also agreed to pay Mr. Untereker an amount equal to his
annual cash compensation  for  the  most  recent  fiscal  year in the event of
termination due to a change in control of PHI during the first  five  years of
his employment.

Compensation Committee Interlocks and Insider Participation

      The Compensation Committee is  composed of Leonard M. Horner and  Robert
G.  Lambert.   Neither  member  of the Compensation Committee has ever been an
officer or employee of PHI or any of its subsidiaries.

      During fiscal 1996, PHI paid  Aviall, Inc. ("Aviall") approximately $2.4
million for parts and component repair services.  Mr. Lambert, a member of the
Compensation Committee and director of  PHI  since 1994, has been the Chairman
of  the  Board  of  Directors  of Aviall since December  1993  and  its  Chief
Executive Officer since December 1995.

The Compensation Committee's Report on Executive Compensation

      General.  The functions of  the  Compensation Committee are to determine
compensation paid to officers and key employees  and  to  administer  the 1992
Non-Qualified  Stock  Option  and  Stock Appreciation Rights Plan and the 1995
Incentive Compensation Plan.  The Compensation  Committee is composed entirely
of  Board  members who are not employees of PHI.  The  Compensation  Committee
retained an  outside  consultant  in  fiscal  1993  to  assist it in obtaining
relevant  information  on  pay practices at comparable organizations,  and  in
fiscal 1993 and 1996 to assist  in  developing  compensation programs that are
consistent  with  the  Compensation  Committee's compensation  philosophy  and
objectives.

      The  Compensation  Committee's  overall   policy   regarding   executive
compensation is to ensure PHI's compensation programs will provide competitive
salary levels and short-term and long-term incentives in order to attract  and
retain individuals of high quality and ability, promote individual recognition
for favorable performance by PHI and support the short and long range business
objectives and strategies of PHI.

      Under  the Omnibus Budget Reconciliation Act ("OBRA"), which was enacted
in 1993, publicly  held  companies  may  be  prohibited  from  deducting as an
expense  for  federal income tax purposes total compensation in excess  of  $1
million paid to  certain  executive  officers in a single year.  However, OBRA
provides an exception for "performance  based"  compensation,  including stock
options  such  as  those  granted  to  PHI  executive  officers and other  key
employees  in  May  1995.  The Compensation Committee expects  to  keep  "non-
performance based" compensation  within  the  $1  million  limit  so  that all
executive compensation will be fully deductible.

      The   Company's   executive   compensation  consists  of  two  principal
components:  salary and stock based compensation.

      Salary. In fiscal 1993, an outside  consultant was retained primarily to
develop  a  range  of  salaries  consistent with  salaries  paid  for  similar
positions at comparable publicly-held companies.  For these purposes, a sample
of companies was selected from the  oilfield  services industry based on total
revenues and number of employees.  Salaries paid by certain companies that are
included in the Oil and Gas Field Services Index  in the graph set forth under
the heading "Performance Graph" were among those considered.   Because certain
of  these  companies  had  either  revenues  or  total employees substantially
exceeding those of PHI, salaries of PHI executives  were  set at the lower end
of the ranges.

      In fiscal 1996, compensation decisions were made by the  Chief Executive
Officer  and  the  Compensation  Committee,  except  in the case of the  Chief
Executive Officer, whose performance was evaluated, and salary established, by
the Compensation Committee.  Short-term performance incentives  were  provided
pursuant  to  PHI's Target Incentive Plan, which provides cash bonuses to  all
eligible  employees,   including   executive  officers,  to  the  extent  that
predesignated pretax earnings goals  are  achieved.   A bonus of two weeks and
one day of base salary was paid to each eligible employee  of  PHI,  including
the  executive officers, following fiscal 1996, based upon the achievement  of
these goals during fiscal 1996.

      With  limited  exception base salaries were held essentially constant in
fiscal 1996.  Mr. Schrick's  1996  salary  increase  reflects  the  additional
responsibilities  assumed  by  Mr. Schrick as Chief Operating Officer and  the
results of the survey of  the salary  levels  of  Chief  Operating Officers of
comparable publicly-held companies described above.

      Stock  Option  Grants.  In fiscal 1996 performance based  stock  options
were granted to provide  an  additional  short-term  incentive,  to  promote a
longer  term  perspective  and  commitment  by  executives,  and  to  maximize
shareholder  value  by  linking  the  financial  interests  of  management and
shareholders.   The  number  of options granted to each executive officer  was
based upon the officer's salary  level  and  responsibilities.   These options
vested on July 30, 1996 based 20% upon fiscal 1996 individual performance  and
80%  upon  the  extent to which designated company-wide, and in certain cases,
business unit, operating income goals for fiscal 1996 were met.

      Compensation  of  the  Chief Executive Officer.  Mrs. Suggs' fiscal 1996
salary did not increase.  Her  bonus  for  1996 under the PHI Target Incentive
Plan was equal to two weeks and one day of base  salary,  which  was  the same
bonus  awarded  to  all  eligible  employees,  based  upon  the achievement of
designated  goals tied to fiscal 1996 pretax earnings.  In fiscal  1996,  Mrs.
Suggs was awarded  options  to  acquire  up  to 23,200 shares of Voting Common
Stock, which vested in July 1996 with respect  to  16,480  shares  based  upon
designated fiscal 1996 operating income goals and with respect to 4,000 shares
based on her individual performance during fiscal 1996.

      The  Compensation  Committee believes that the compensation of the chief
executive officer and other  executive  officers  is competitive with or below
the comparable companies described more fully above,  but  is  consistent with
the  Compensation  Committee's  policy  of  providing  an appropriate  balance
between short and long range individual and corporate performance.

      By the Members of the Compensation Committee.

                         Leonard M. Horner,         Robert G. Lambert
                         Chairman



Performance Graph

      The following graph compares the cumulative total  shareholder return on
the  Voting  Common  Stock  for the last five years with the cumulative  total
return on the Russell 2000 Index  and  the  Oil  and Gas Field Services Index,
assuming the investment of $100 on May 1, 1990, at closing prices on April 30,
1990, and reinvestment of dividends.  The Russell  2000  Index  consists  of a
broad  range  of publicly-traded companies with smaller market capitalizations
and is published  daily  in  the  Wall  Street Journal.  The Oil and Gas Field
Services Index consists of 41 publicly-held companies in the oil field service
industry and is published by Media General Financial Services, Inc.




                             [insert graph here]




                              Cumulative Total Return as of April 30:
                      -----------------------------------------------------
Index                 1991(1)    1992     1993     1994      1995      1996
-----                 ----       ----     ----     ----      ----      ----  
PHI                    100.0     63.5     83.0     56.9      50.2      77.7
Russell 2000           100.0    115.0    130.5    148.0     156.0     204.1
Oil and Gas Field
  Services Index       100.0     94.5    109.2     96.7     111.8     167.6
_____________________

(1)   Management believes that an unsolicited  tender  offer  for  the  Voting
      Common  Stock  and  the  acquisition  by  PHI of an aggregate of 633,490
      shares of Voting Common Stock at a price of  $28.05  per  share, both of
      which  occurred  in  fiscal  1991  and were unrelated to PHI's operating
      performance, significantly affected  the price of Voting Common Stock as
      of April 30, 1991.

                            _____________________


Item 12.  Security Ownership of Certain Beneficial Owners and Management

      The  following  table  sets  forth certain  information  concerning  the
beneficial ownership of each class of  outstanding PHI equity securities as of
February  5, 1997 by (a) each director of  PHI,  (b)  each  executive  officer
identified under Item 11. "Executive Compensation" and the heading "Summary of
Executive Compensation,"  and  (c) all directors and executive officers of PHI
as a group, determined in accordance  with  Rule  13d-3  of the Securities and
Exchange  Commission  (the  "SEC").   Unless otherwise indicated,  the  equity
securities shown are held with sole voting and investment power.

                            Class of PHI    Number of       Percent
     Beneficial Owner       Common Stock      Shares       of Class(1)
     ----------------       ------------    ---------      -----------
Directors and Nominees
----------------------
Carroll W. Suggs                  Voting    1,434,020(2)      51.3%
                              Non-Voting           --            - 
Leonard M. Horner                 Voting          500            *
                              Non-Voting          100            *
Robert G. Lambert                 Voting        1,000            *
                              Non-Voting           28            *
James W. McFarland                Voting          100            *
                              Non-Voting           73            *
Bruce N. Whitman                  Voting        1,000            *
                              Non-Voting           --            -
Named Executive Officers(3)
---------------------------
Ben Schrick                       Voting          560            *
                              Non-Voting       14,125(4)         *
John H. Untereker                 Voting        5,000(4)         *
                              Non-Voting        4,159(4)         *
Robert D. Cummiskey, Jr.          Voting           --            - 
                              Non-Voting        8,663(4)         *
All Directors and Executive 
Officers as a Group 
---------------------------
(14 persons)                      Voting    1,441,620(5)       51.5%
                              Non-Voting       73,556(6)        3.3% 

      _____________________

      *     Less than one percent.

      (1)   Shares subject to options currently  exercisable  are deemed to be
            outstanding for purposes of computing the percent of  class  owned
            by  such  person and by all directors and executive officers as  a
            group.

      (2)   Mrs. Suggs  shares  voting  and  investment  power over 290,681 of
            these shares, of which 240,096 shares are held  by  her as trustee
            and income beneficiary of trusts for her three children and 50,585
            shares  are  owned by her three children.  Includes 10,240  shares
            that  she  has  the   right   to  acquire  pursuant  to  currently
            exercisable stock options.  See  Item 11. "Executive Compensation"
            and the heading "Option Exercises and Holdings."

      (3)   Information regarding Mrs. Suggs appears  in  this table under the
            caption "Directors and Nominees."

      (4)   Includes  the following shares that the named individual  has  the
            right to acquire  pursuant to currently exercisable stock options:
            Voting Common Stock  -  Mr. Untereker,  5,000;  Non-Voting  Common
            Stock  -  Mr.  Schrick,  14,075,  Mr. Untereker,  4,120,  and  Mr.
            Cummiskey, 8,460.

      (5)   Includes  an  aggregate  of 15,240 shares which executive officers
            have the right to acquire  pursuant to currently exercisable stock
            options.

      (6)   Includes an aggregate of 72,809  shares  which  executive officers
            have the right to acquire pursuant to currently exercisable  stock
            options.

                            _____________________


      The  following person was, to PHI's knowledge, the only beneficial owner
of more than 5% of either class of the outstanding Common Stock, determined in
accordance with  Rule  13d-3  of  the  SEC,  other than Carroll W. Suggs, 2121
Airline  Highway,  Suite  400, Metairie, Louisiana   70001,  whose  beneficial
ownership of the Common Stock  is set forth under the foregoing table.  Unless
otherwise indicated, all shares shown as beneficially owned are held with sole
voting and investment power.

                                   
                                   Class of PHI    Number of     Percent of
         Beneficial Owner          Common Stock     Shares        Class(4)
         ----------------          ------------     ------        --------
David L. Babson & Co., Inc.           Voting       250,800(1)        8.96%
One Memorial Drive                  Non-Voting     280,100(2)       12.26%
Cambridge, Massachusetts  
02142-1300

FMR Corp.                             Voting       204,300(3)        7.30%
82 Devonshire Street
Boston, Massachusetts  02109
_____________________

(1)   Includes 89,800 shares beneficially  owned  with  shared  power to vote.
      Based solely on information furnished by David L. Babson & Co., Inc. and
      contained in a Schedule 13G as of February 7, 1997.

(2)   Includes  72,500  shares beneficially owned with shared power  to  vote.
      Based solely on information furnished by David L. Babson & Co., Inc. and
      contained in a Schedule 13G as of February 15, 1996.

(3)   Based solely on information furnished by FMR Corp. and contained in a 
      Schedule 13G as of February 13, 1997.

(4)   Based on the number of shares outstanding as of February 5, 1997.

                            _____________________


Item 13.  Certain Relationships and Related Transactions

      Aviall routinely provides  aviation  parts and component repair services
to PHI and in fiscal 1996 was paid approximately  $2.4 million for these parts
and  services  by  PHI.   Robert G. Lambert, a director  since  1994,  is  the
Chairman of the Board of Directors and Chief Executive Officer of Aviall.

      FlightSafety  International,  Inc.  ("FlightSafety")  provides  aviation
training to PHI and in  fiscal  1996 was paid approximately $105,000 for these
services by PHI.  Bruce N. Whitman, a director since August 1996, is Executive
Vice President and a Director of FlightSafety.

      During  fiscal  1996,  PHI paid  approximately  $84,000  for  consulting
services to James W. McFarland, a director since July 1996.


                                  SIGNATURES

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

                                          PETROLEUM HELICOPTERS, INC.



DATE:  March 7, 1997                      By:    /s/John H. Untereker
                                              ---------------------------
                                                   John H. Untereker
                                                 Vice President, Chief
                                             Financial Officer and Director