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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>/in/edgar/work/0000350403-00-000014/0000350403-00-000014.txt : 20001115
<SEC-HEADER>0000350403-00-000014.hdr.sgml : 20001115
ACCESSION NUMBER:		0000350403-00-000014
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20000930
FILED AS OF DATE:		20001114

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PETROLEUM HELICOPTERS INC
		CENTRAL INDEX KEY:			0000350403
		STANDARD INDUSTRIAL CLASSIFICATION:	 [4522
]		IRS NUMBER:				720395707
		STATE OF INCORPORATION:			LA
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10-Q
			SEC ACT:		
			SEC FILE NUMBER:	000-09827
			FILM NUMBER:		767936
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		2121 AIRLINE DRIVE SUITE 400
				STREET 2:		P O BOX 578
				CITY:			METAIRIE
				STATE:			LA
				ZIP:			70001-5979
				BUSINESS PHONE:		5048283323
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		113 BORMAN DRIVE
					CITY:			LAFAYETTE
					STATE:			LA
					ZIP:			70508
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>


                    Securities and Exchange Commission
                          Washington, D. C. 20549

                                 FORM 10-Q

  [X] Quarterly Report Pursuant To Section 13 or 15(d) of the Securities
                           Exchange Act of 1934
               For the quarterly period ended:  September 30, 2000

                                    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 number 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           (Zip Code)
               offices)

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


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
                                   ---    ---

                   APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate  the number of shares outstanding of each of the Issuer's  classes
of common stock, as of the latest practicable date.

             Class               Outstanding at October 31, 2000
             -----               -------------------------------
      Voting Common Stock                2,793,386 shares
    Non-Voting Common Stock              2,384,715 shares



                        PETROLEUM HELICOPTERS, INC.

                             Index - Form 10-Q


                      Part I - Financial Information

Item 1.   Financial Statements - Unaudited
           Consolidated Balance Sheets - September 30, 2000 and
              December 31, 1999                                      3
           Consolidated Statements of Operations - Three Months
              and Nine Months Ended September 30, 2000 and 1999      4
           Consolidated Statements of Cash Flows - Nine Months
              Ended September 30, 2000 and 1999                      5
           Notes to Consolidated Financial Statements                6

Item 2.   Management's Discussion and Analysis of Financial
           Condition and Results of Operations                       9

Item 3.   Quantitative and Qualitative Disclosures about
           Market Risk                                              15


                        Part II - Other Information

Item 1.  Legal Proceedings                                          15

Item 6.  Exhibits and Reports on Form 8-K                           16


         Signature                                                  17



                      PART I - FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS

               PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                 (Thousands of dollars, except share data)
                                (Unaudited)
                                                 September 30,   December 31,
                                                     2000            1999
                                                 -------------   -----------
                    ASSETS
Current Assets:
 Cash and cash equivalents                          $    122       $  1,663
 Accounts receivable -- net of allowance:
   Trade                                              40,772         36,917
   Other                                               1,619          3,558
 Inventory                                            41,250         37,277
 Prepaid expenses                                      1,570          2,987
 Refundable income taxes                               2,850          3,922
                                                    --------       --------
       Total current assets                           88,183         86,324

Property and equipment, net                          124,864        135,047
Other                                                  2,942          1,685
                                                    --------       --------
       Total Assets                                 $215,989       $223,056
                                                    ========       ========


     LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
 Accounts payable and accrued liabilities           $ 28,284       $ 20,013
 Accrued vacation payable                              6,163          6,020
 Current maturities of long-term debt                  7,323          5,592
                                                    --------       --------
       Total current liabilities                      41,770         31,625
                                                    --------       --------

Long-term debt, net of current maturities             57,123         72,048
Deferred income taxes                                 17,391         17,776
Other long-term liabilities                            8,571          7,984
Commitments and contingencies (Note 5)

Shareholders' Equity
 Voting common stock -- par value of $0.10;
  authorized shares of 12,500,000                        279            279
 Non-voting common stock -- par value of $0.10;          237            237
  authorized shares of 12,500,000
 Additional paid-in capital                           12,024         11,729
 Retained earnings                                    78,594         81,378
                                                    --------       --------
       Total shareholders' equity                     91,134         93,623
                                                    --------       --------
       Total Liabilities and Shareholders' Equity   $215,989       $223,056
                                                    ========       ========

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



               PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                   (In thousands, except per share data)
                                (Unaudited)


                                 Quarter Ended            Nine Months Ended
                                 September 30,              September 30,
                              --------------------      ----------------------
                                2000       1999            2000       1999
                              ---------  ---------      ----------  ----------
REVENUES AND OTHER
 INCOME:
  Operating revenues          $ 60,894   $ 54,944       $ 168,658   $ 166,830
  Other income (loss), net        (358)     2,193           2,189       5,840
                              ---------  ---------      ----------  ----------
                                60,536     57,137         170,847     172,670
                              ---------  ---------      ----------  ----------
EXPENSES:
 Direct expenses                55,724     52,792         157,743     156,244
 Selling, general, and
     administrative expenses     4,412      4,604          12,479      13,564
 Special charges                    --         --              --       4,846
 Interest expense                1,329      1,449           4,312       4,306
                              ---------  ---------      ----------  ----------
                                61,465     58,845         174,534     178,960
                              ---------  ---------      ----------  ----------

Loss before income taxes          (929)    (1,708)         (3,687)     (6,290)

Income taxes                        82       (631)           (922)     (2,520)
                              ---------  ---------      ----------  ----------

Net loss                      $ (1,011)  $ (1,077)      $  (2,765)  $  (3,770)
                              =========  =========      ==========  ==========
Weighted average common
 shares outstanding:
   Basic                         5,165      5,160           5,163       5,163
   Diluted                       5,165      5,160           5,163       5,163

Net loss per common share:
   Basic                      $  (0.20)  $  (0.21)      $   (0.54)  $   (0.73)
   Diluted                    $  (0.20)  $  (0.21)      $   (0.54)  $   (0.73)

Dividends declared per
 common share                 $     --   $   0.05       $      --   $    0.15


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



               PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Thousands of dollars)
                                (Unaudited)

                                                       Nine Months Ended
                                                         September 30,
                                                  -------------------------
                                                     2000           1999
                                                  ----------     ----------
Cash flows from operating activities:
 Net loss                                          $ (2,765)      $ (3,770)
 Adjustments to reconcile net loss to net cash
  provided by operating activities:
    Depreciation                                     10,088         11,627
    Deferred income taxes                              (385)           726
    Gain on asset dispositions                       (2,855)        (5,903)
    Equity in net losses of investee companies,
       net of distributions                             439            182
    Special charges                                      --          3,720
    Other                                               575            638
 Changes in operating assets and liabilities          4,414          2,005
                                                   ---------      ---------

Net cash provided by operating activities             9,511          9,225
                                                   ---------      ---------

Cash flows from investing activities:
 Investments in and advances to affiliates           (1,266)          (160)
 Proceeds from notes receivable                         198             --
 Purchase of property and equipment                 (12,745)       (19,221)
 Proceeds from asset dispositions                    15,955         14,447
                                                   ---------      ---------

Net cash provided by (used in)
   investing activities                               2,142         (4,934)
                                                   ---------      ---------

Cash flows from financing activities:
 Proceeds from long-term debt                         9,000         12,000
 Payments on long-term debt                         (22,194)       (15,395)
 Dividends paid                                          --           (778)
 Other                                                   --           (128)
                                                   ---------      ---------

Net cash used in financing activities               (13,194)        (4,301)
                                                   ---------      ---------

Decrease in cash and cash equivalents                (1,541)           (10)
                                                   ---------      ---------

Cash and cash equivalents, beginning of period        1,663            205
                                                   ---------      ---------

Cash and cash equivalents, end of period           $    122       $    195
                                                   =========      =========

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



               PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (Unaudited)

1.  General

The  accompanying  unaudited  condensed consolidated  financial  statements
include the accounts of Petroleum Helicopters, Inc. and subsidiaries ("PHI"
or  the  "Company").  Effective December 31, 1999, the Company changed  its
fiscal year end from April 30 of each year to December 31 of each year.  In
the   opinion  of  management,  these  financial  statements  reflect   all
adjustments, consisting of only normal, recurring adjustments, necessary to
present  fairly  the  financial results for the interim periods  presented.
These  condensed  consolidated  financial  statements  should  be  read  in
conjunction  with  the  financial statements  contained  in  the  Company's
Transition Report on Form 10-K for the eight-month transition period  ended
December  31,  1999 and the accompanying notes and Management's  Discussion
and Analysis of Financial Condition and Results of Operations.

The  Company's  financial  results, particularly  as  they  relate  to  the
Company's  domestic  oil  and gas operations, are  influenced  by  seasonal
fluctuations as discussed in the Company's Transition Report on  Form  10-K
for  the eight-month transition period ended December 31, 1999.  Therefore,
the   results  of  operations  for  interim  periods  are  not  necessarily
indicative of the operating results that may be expected for a full  fiscal
year.

2.  Special Charges

In   April   1999,  in  connection  with  expense  reduction  efforts   and
management's decision to recognize the impairment of assets as a result  of
decreased  activity, the Company recorded Special Charges of $4.8  million.
The  Special  Charges  included impairment of certain foreign  based  joint
ventures  amounting  to  $2.5 million, severance  costs  of  $1.3  million,
impairment of property and equipment of $0.4 million, and other charges  of
$0.6 million.

3.  Segment Information

The  Company has identified three principal segments:  Oil and Gas Aviation
Services,  Aeromedical Services and Technical Services.  The  Oil  and  Gas
Aviation  Services  segment includes domestic and international  helicopter
services  provided  to  oil and gas customers. The  Oil  and  Gas  Aviation
Services segment also includes certain other helicopter services related to
non-oil  and  gas activities including forest fire-fighting and  scientific
research.  The Aeromedical Services segment includes all services  provided
to  the  Company's air medical customers, including hospitals  and  medical
programs.  The Technical Services segment provides aircraft maintenance and
repair services to outside parties.  As of January 1, 2000, the Company has
changed  its  basis  of  segmentation to present Technical  Services  as  a
separate  segment.  Previously, the Technical Services segment was  in  the
Oil and Gas Aviation Services segment.  All periods presented below include
Technical Services as a separate reporting segment.

Segment  operating  income  is  operating revenues  less  direct  expenses,
selling, general, and administrative costs, and special charges, as well as
interest expense applicable to the operating segment.  Unallocated overhead
consists primarily of corporate selling, general, and administrative  costs
that the Company does not allocate to the operating segments.

Summarized   financial  information  concerning  the  Company's  reportable
operating  segments  for the quarters and nine months ended  September  30,
2000 and 1999 is as follows (in thousands):

                                   Quarter Ended        Nine Months Ended
                                   September 30,          September 30,
                                --------------------  ---------------------
                                  2000       1999       2000        1999
                                ---------  ---------  ---------   ---------
Segment operating revenues,
 excluding other income:
  Oil and Gas Aviation
    Services                    $ 45,199   $ 40,163   $ 123,981   $ 118,930
  Aeromedical Services            10,928     11,274      33,041      33,914
  Technical Services               4,767      3,507      11,636      13,986
                                ---------  ---------  ----------  ----------
    Total operating revenues,
      excluding other income    $ 60,894   $ 54,944   $ 168,658   $ 166,830
                                =========  =========  ==========  ==========

Segment operating income
 (loss), excluding other
 income:
  Oil and Gas Aviation
    Services                    $  1,990   $     34   $   1,846   $  (4,405)(1)
  Aeromedical Services               (98)      (714)         28         231
  Technical Services                 968        486       1,838       2,431
                                ---------  ---------  ----------  ----------
    Total segment operating
      income (loss) excluding
      other income                 2,860       (194)      3,712      (1,743)
Other income, net                   (358)     2,193       2,189       5,840
Unallocated overhead              (3,431)    (3,707)     (9,588)    (10,387)
                                ---------  ---------  ----------  ----------
      Loss before income taxes  $   (929)  $ (1,708)  $  (3,687)  $  (6,290)
                                =========  =========  ==========  ==========

(1)  Includes special charges of $4.8 million as discussed in Note 2 of
     the unaudited condensed consolidated financial statements.

4.   Other Assets

Other  assets  principally  includes investments  in  and  advances  to  an
affiliate.   The  Company  has  a  50% ownership  interest  in  Clintondale
Aviation,  Inc.  ("Clintondale"),  a New  York  corporation  that  operates
helicopters  and  fixed-wing  aircraft primarily  in  the  Commonwealth  of
Independent States.  PHI leases four aircraft to Clintondale.  In May 2000,
PHI  obtained a $1.3 million note receivable from Clintondale  in  exchange
for  conversion  of $0.8 million of amounts due from Clintondale  and  $0.5
million  cash.   The  note is payable through June 2005  in  equal  monthly
principal installments plus interest at 7.81% per annum and is secured by a
pledge  of the shares not owned by PHI.  At September 30, 2000, the  note's
principal  balance  was  $1.2  million.  The  Company  also  holds  a  note
receivable  from  Clintondale  with a $0.4  million  principal  balance  at
September 30, 2000.  The note is payable through May 2001 in equal  monthly
principal and interest payments at 13.00% per annum.

5.  Commitments and Contingencies

Environmental Matters -- The Company continues to review selected  domestic
bases  for  possible  fuel  contamination  resulting  from  routine  flight
operations.   The aggregate estimated liability recorded for  environmental
related  costs  at September 30, 2000 was $3.0 million, which  the  Company
believes  is adequate for probable and estimable environmental costs.   The
Company  recorded  no  provisions  in the  quarter  or  nine  months  ended
September 30, 2000.  The Company will make additional provisions in  future
periods  to  the extent appropriate as further information regarding  these
costs  becomes  available.  In this connection, the  Company  will  conduct
environmental site surveys in the fourth quarter at its Lafayette facility,
which  will be vacated in 2001 when the Company moves to its new  facility.
The  Company will also conduct environmental site surveys at certain  other
facilities during the fourth quarter of 2000 and the first quarter of 2001.
The results of these surveys could require additional provisions.

Legal Matters -- The Company is named as a defendant in various legal actions
that  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 that it  believes
adequately  provide for the resolution 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.

Long-Term  Debt -- The  Company is subject to certain  financial  covenants
under  its  loan agreement with its principal lending group, as amended  on
June 30, 2000, and was in compliance with those covenants on September  30,
2000.   These  covenants include maintaining certain levels of  cash  flow,
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.
The  loan agreement also limits the creation, incurrence, or assumption  of
Funded Debt (as defined, which includes long-term debt) and the acquisition
of investments in unconsolidated subsidiaries.

On  November  30, 2000, the revolving credit facility portion of  the  loan
agreement  converts  to  a  term  loan,  thereby  increasing  total  annual
principal debt payments to approximately $12 million.  The Company  intends
to  obtain  an extension of the conversion requirement, which  may  involve
certain other changes to the credit agreement, or to refinance its debt.

New Principal Operating Facility -- The Company is leasing a new  principal
operating facility for 20 years effective September 2001.  Under the  terms
of  the  lease, there is a commitment by the Company to fund, under certain
circumstances, $4.0 million of construction costs.  Any such amounts funded
by  PHI  will  amortize  over 10 years at 7% per annum  and  the  resulting
monthly  amortization amounts will reduce PHI's monthly lease payments  for
the first 10 years of the lease.

6.  New Accounting Pronouncements

In  June  1998,  the Financial Accounting Standards Board  ("FASB")  issued
Statement  of  Financial  Accounting Standards  No.  133,  "Accounting  for
Derivative Instruments and Hedging Activities" ("SFAS 133").  SFAS No.  133
establishes new accounting and reporting standards for derivative financial
instruments and for hedging activities.  SFAS No. 133 requires the  Company
to  measure  all  derivatives at fair value and to recognize  them  in  the
balance  sheet as an asset or liability, depending on the Company's  rights
or obligations under the applicable derivative contract.  In June 1999, the
FASB issued SFAS No. 137, which deferred the effective date of adoption  of
SFAS  No. 133 for one year.  In June 2000, the FASB issued SFAS No. 138  to
address  a  limited  number of issues causing implementation  difficulties,
including  a  provision to provide an exception for "Normal" purchases  and
sales.  The Company will adopt SFAS No. 133, as amended, no later than  the
first  quarter  of  fiscal  year  2001.  The  Company  has  considered  the
implications  of adopting the new method of accounting for derivatives  and
hedging activities and has concluded that its implementation will not  have
a material impact on the Company's consolidated financial statements.

In  December  1999, the Securities and Exchange Commission  ("SEC")  issued
Staff  Accounting  Bulletin  ("SAB")  No.  101,  "Revenue  Recognition   in
Financial  Statements".  SAB No. 101 summarizes certain of the SEC's  views
in applying generally accepted accounting principles to revenue recognition
in  financial statements.  SAB No. 101, as amended, is effective  beginning
in  the fourth quarter of fiscal year 2000. The Company believes that  this
new  accounting  pronouncement  will not have  a  material  affect  on  its
consolidated financial statements.

Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS

This  Management's  Discussion  and Analysis  of  Financial  Condition  and
Results  of  Operations  ("MD&A") should be read in  conjunction  with  the
accompanying unaudited condensed consolidated financial statements and  the
notes  thereto as well as the Company's Transition Report on Form 10-K  for
the eight month transition period ended December 31, 1999.

Forward-Looking Statements

All  statements other than statements of historical fact contained in  this
Form 10-Q, 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", "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  and  commitments required to acquire aircraft,  environmental
risks, competition, government regulation, unionization, 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. The  Company  undertakes  no
obligation to update publicly any forward-looking statements, whether as  a
result of new information, future events or otherwise.

Overview

Despite  increased oil and gas prices during the first nine months of  2000
when compared to 1999, oil and gas exploration and production activities in
the  Gulf  of  Mexico, the Company's principal market,  did  not  begin  to
increase significantly until the latter part of the second quarter of 2000.
It  was  then that PHI began to realize improvements in its Gulf of  Mexico
services  activities.   However, activity and  revenues  remain  below  the
levels  achieved in 1998.  The Company also realized a significant increase
in   activity  and  revenues  related  to  forest  fire-fighting.   Overall
international  oil  and  gas service activities have experienced  decreased
activity   due   to  closure  of  certain  operations  in  South   America.
Aeromedical  Services  activities  have decreased  due  to  restructure  of
operations  in  Arizona  in  late 1999.  The Company's  technical  services
activity  increased in the second and third quarters of 2000 as the  result
of  the  start of new contracts to provide maintenance to certain  military
aircraft.   The  new  contracts are one year contracts that  are  renewable
annually.

As  part  of  the  preparation of its 2001 business  plan,  management  has
initiated  a  comprehensive review of operations, including joint  ventures
and other investments, inventories, environmental and other matters.  It is
anticipated that this review will be completed by year end.

Results of Operations

The following tables present certain non-financial operational statistics
for the quarter and nine months ended September 30, 2000 and 1999:

                                    Quarter Ended       Nine Months Ended
                                    September 30,         September 30,
                                 -------------------    ------------------
                                  2000        1999       2000       1999
                                 -------     -------    -------    -------
Flight hours:
  Oil and Gas Aviation Services:
     Domestic                     43,762      39,581    118,663    114,661
     International                 5,078       5,353     16,107     17,029
                                 -------     -------    -------    -------
          Sub-total               48,840      44,934    134,770    131,690
  Aeromedical Services             5,639       6,344     16,552     17,537
  Other                               91         153        459        444
                                 -------     -------    -------    -------
          Total                   54,570      51,431    151,781    149,671
                                 =======     =======    =======    =======

                                                          September 30,
                                                        -----------------
                                                         2000       1999
                                                        ------     ------
Aircraft operated at period end:
  Oil and Gas Aviation Services:
     Domestic                                             200        199
     International                                         31         26
                                                         ----       ----
          Sub-total                                       231        225
  Aeromedical Services                                     46         49
                                                         ----       ----
          Total                                           277        274
                                                         ====       ====

Quarter Ended September 30, 2000 compared with Quarter Ended September 30, 1999

Oil and Gas Aviation Services

Oil  &  Gas Aviation Services revenue increased 12.5% to $45.2 million  for
the  quarter ended September 30, 2000 compared to $40.2 million during  the
same  period  in  the  prior year.  Increased domestic activity,  including
increased forest fire-fighting activity, and rate increases implemented  in
January  2000 contributed to the increase.  Decreased revenues and activity
that  resulted  from  the closure of certain operations  in  South  America
partially offset the increase.

Oil  and  Gas Aviation Services had $2.0 million operating income  for  the
quarter  compared to less than $0.1 million operating income for  the  same
period in 1999.  Operating margin of 4.4% for the third quarter compares to
less  than  0.1% for the same quarter in the prior year.  Increased  flight
activity and rate increases implemented in January 2000 helped increase the
margins.   Increased repairs and maintenance, insurance, employee benefits,
and  fuel costs, and the decreased international revenues partially  offset
the margin increase.

Aeromedical Services

Aeromedical  Services  revenues decreased 3.1% to  $10.9  million  for  the
quarter ended September 30, 2000 compared to $11.3 million during the  same
period   in  the  prior  year.   The  decrease  in  revenues  is  primarily
attributable  to  decreased revenue and activity in the  Company's  AirEvac
operations  in  Arizona.   In November 1999, the Company  restructured  its
Arizona operations and reduced the number of its operating aircraft there.

Aeromedical  Services  operating income was a $0.1  million  loss  for  the
quarter  compared  to  a $0.7 million loss for the  same  period  in  1999.
Operating margin was (0.1)% for the quarter and compares to (6.3)% for  the
same  quarter  in 1999.  Lower labor and other costs that were attributable
to  AirEvac's restructuring were partially offset by increased repairs  and
maintenance and employee benefit costs.

Technical Services

Technical  Services operating revenues for the quarter ended September  30,
2000  were  $4.8  million compared to $3.5 million in the  prior  year,  an
increase  of 35.9%.  Technical Services operating income improved  to  $1.0
million  for the quarter compared to $0.5 million for the same  quarter  in
1999.  The operating margin was 20.3% in the current year quarter and 13.9%
in  the  prior  year  quarter.  The increases  in  operating  revenues  and
operating  income  were  primarily attributable to  the  start  of  ongoing
contracts in 2000 to provide maintenance to certain military aircraft.

Other Income (Loss), net

Other  losses,  net, were $0.4 million for the quarter ended September  30,
2000  as compared to other income, net, of $2.2 million for the prior  year
quarter.   The  other income, net, for the third quarter of  1999  included
$2.1  million  of net gains on aircraft sales and other asset dispositions.
There were no aircraft sales in the third quarter of 2000 and net gains  on
asset  dispositions  were $0.1 million.  Also, the third  quarter  of  2000
includes  $0.5  million equity in net losses of investee  companies,  which
compares  to  $0.1  million  equity in net  losses  of  investee  companies
recorded in the third quarter of 1999.

Direct Expenses

Direct expenses for the quarter ended September 30, 2000 increased by  5.6%
to  $55.7 million compared to $52.8 million in the same period in the prior
year.   Higher repairs and maintenance, fuel, aircraft rent, and  insurance
costs,  and  the cost related to increased Technical Services revenue  were
the  primary  reasons for the increase.  Lower labor costs attributable  to
AirEvac's restructuring, partially offset the increase in direct expenses.

Selling, General, and Administrative Expenses

Selling,  general,  and  administrative  expenses  for  the  quarter  ended
September  30,  2000 were $4.4 million and compare to $4.6 million  in  the
same  period  in 1999.  During the quarter ended September  30,  1999,  the
Company  reduced  its  number of employees and recorded  related  severance
costs  totaling  $0.8  million  in  selling,  general,  and  administrative
expenses.   Higher  bad  debt  provisions,  general  salary  increases  for
administrative  employees, and the reassignment  of  certain  employees  to
administrative positions partially offset the decrease.

Interest Expense

Interest  expense for the quarter ended September 30, 2000  decreased  $0.1
million  to  $1.3  million.  The decrease is due primarily  to  lower  debt
levels  in  the current quarter compared to the same quarter in  the  prior
year.   Increases  in  interest  rates for the  period  mostly  offset  the
decrease.

Income Taxes

Income  tax  expense  for the quarter ended September  30,  2000  was  $0.1
million  compared to a $0.6 million benefit for the quarter ended September
30,  1999.  The effective tax rates were (8.8)% and 36.9% for the September
30,  2000 and 1999 quarters, respectively. The lower effective rate in  the
current  quarter is the result of higher equity in net losses  of  investee
companies  and  other  permanent differences between book  income  and  tax
income.

Nine Months Ended September 30, 2000 compared with Nine Months Ended
 September 30, 1999

Oil and Gas Aviation Services

Oil  & Gas Aviation Services revenues increased 4.2% to $124.0 million  for
the  nine months ended September 30, 2000 compared to $118.9 million during
the  same period in the prior year.  Increased domestic activity, including
increased forest fire-fighting activity, and rate increases implemented  in
January 2000 contributed to the increase.  Decreased revenues that resulted
from  the  closure of certain operations in South America partially  offset
the increase.

Oil  and  Gas Aviation Services had $1.8 million operating income  for  the
nine  months ended September 30, 2000 compared to a $4.4 million  operating
loss for the same period in 1999.  The operating loss in 1999 included $4.8
million  of  special charges (see Special Charges within this  discussion).
Operating  margin of 1.5% for the nine months compares to  (3.7)%  for  the
same  period  last year.  The increase in margin is primarily  due  to  the
special  charges  recorded  in  1999, increased  revenues,  lower  aircraft
depreciation,  and rate increases in January 2000.  Increased  repairs  and
maintenance, fuel, helicopter rental, and employee benefit expenses and the
decreased international revenues partially offset the increase in margin.

Aeromedical Services

Aeromedical Services revenue decreased 2.6% to $33.0 million for  the  nine
months  ended September 30, 2000 compared to $33.9 million during the  same
period   in  the  prior  year.   The  decrease  in  revenues  is  primarily
attributable  to  decreased revenue and activity in the  Company's  AirEvac
operations  in  Arizona.   In November 1999, the Company  restructured  its
Arizona operations and reduced the number of its operating aircraft there.

Aeromedical  Services operating income decreased to less than $0.1  million
for  the nine months ended September 30, 2000 compared to $0.2 million  for
the  same period in 1999.  Operating margin was less than 0.1% for the nine
months ended September 30, 2000 and compares to 0.7% for the same period in
1999.   Increased  repairs and maintenance, fuel,  helicopter  rental,  and
employee  benefit  expenses and the decreased revenues contributed  to  the
lower operating income.  Lower labor costs that were primarily attributable
to  AirEvac's  restructuring partially offset  the  decrease  in  operating
income.

Technical Services

Technical  Services operating revenues for the nine months ended  September
30, 2000 were $11.6 million compared to $14.0 million in the prior year,  a
decrease of 16.8%.  Technical Services operating income decreased  to  $1.8
million  for  the nine months compared to $2.4 million for  the  same  nine
months  in  1999.  The operating margin was 15.8% in the nine months  ended
September  30, 2000 and 17.4% in the nine months ended September 30,  1999.
The  decrease  in  operating revenues and operating  margin  was  primarily
attributable to work performed on two large contracts for the refurbishment
and  overhaul  of  two  helicopters and a large parts sale,  all  occurring
during  the  nine months ended September 30, 1999.  An ongoing contract  to
provide  maintenance  to certain military aircraft started  in  the  second
quarter of 2000 and partially offset the decrease.

Other Income, net

Other income, net, was $2.2 million for the nine months ended September 30,
2000 as compared to $5.8 million for the prior year nine months.  The other
income,  net,  for the nine months ended September 30, 2000  included  $2.7
million  of net gains on aircraft sales and other asset dispositions.   The
net  gains on aircraft sales and other asset dispositions during  the  nine
months  ended September 30, 1999 were $5.9 million.  Also, the nine  months
ended  September  30, 2000 includes $0.6 million equity in  net  losses  of
investee companies, which compares to $0.1 million equity in net losses  of
investee companies recorded in the nine months ended September 30, 1999.

Direct Expenses

Direct  expenses for the nine months ended September 30, 2000 increased  by
1.0%  to  $157.7 million compared to $156.2 million in same period  in  the
prior  year.  The increase was due to higher repairs and maintenance, fuel,
helicopter  rental, and employee benefit expenses.  The Technical  Services
segment's decrease in cost of sales, lower aircraft depreciation, and lower
labor costs that were attributable to AirEvac's restructuring mostly offset
the increase in direct expenses.

Selling, General, and Administrative Expenses

Selling,  general,  and administrative expenses for the nine  months  ended
September  30,  2000 decreased by 8.0% to $12.5 million compared  to  $13.6
million  in the same period in the prior year.  The decrease was  primarily
due  to a decrease in Y2K compliance and certain other computer programming
costs.  During the nine months ended September 30, 1999, the  Company  also
recorded  severance  costs totaling $0.8 million in selling,  general,  and
administrative expenses related to a reduction in its number of  employees.
Higher  bad  debt  provisions, general salary increases for  administrative
employees,  and  the  reassignment of certain employees  to  administrative
positions partially offset the decrease.

Special Charges

In   April   1999,  in  connection  with  expense  reduction  efforts   and
management's decision to recognize the impairment of assets as a result  of
decreased  activity, the Company recorded Special Charges of $4.8  million.
The  Special  Charges  included impairment of certain foreign  based  joint
ventures  amounting  to  $2.5 million, severance  costs  of  $1.3  million,
impairment of property and equipment of $0.4 million, and other charges  of
$0.6 million.

Interest Expense

Interest expense for the nine months ended September 30, 2000 and September
30,  1999  was  $4.3 million.  Lower debt levels in the current  nine-month
period,  compared to the debt levels in the same nine months in  the  prior
year, offset the effect of increased interest rates for the period.

Income Taxes

Income  tax benefit for the nine months ended September 30, 2000  decreased
$1.6 million to $0.9 million.  The effective tax rates were 25.0% and 40.1%
for  the nine months ended September 30, 2000 and 1999, respectively.   The
lower  effective rate for the nine months ended September 30, 2000  is  the
result  of  higher  equity in net losses of investee  companies  and  other
permanent differences between book income and tax income.

Liquidity and Capital Resources

The  Company's  cash  position as of September 30, 2000  was  $0.1  million
compared  to $1.7 million at December 31, 1999.  Working capital  decreased
$8.3 million from $54.7 million at December 31, 1999 to $46.4 million.  Net
cash  provided  by  operating  activities  during  the  nine  months  ended
September  30,  2000  was  $9.5 million.  Net cash  provided  by  operating
activities  along with $16.0 million of aircraft sales funded  payments  of
long-term  debt,  purchases  of property and  equipment,  and  advances  to
affiliates.

Total  long-term debt decreased $13.2 million since December  31,  1999  to
$64.4  million at September 30, 2000.  The current portion of the long-term
debt  was $7.3 million at September 30, 2000, which the Company intends  to
pay  with  cash  flow  from  operations and  planned  aircraft  sales.   At
October  31,  2000,  the  Company  had $11.5  million  of  credit  capacity
available under its credit facilities. On November  30, 2000, the revolving
credit  facility portion of the credit agreement converts to a  term  loan,
thereby  increasing total annual principal debt payments  to  approximately
$12  million.  The Company intends to obtain an extension of the conversion
requirement,  which  may  involve  certain  other  changes  to  the  credit
agreement, or to refinance its debt.

The   amount   expended  for  the  purchase  and  completion  of   aircraft
improvements and engines and other property and equipment was $12.7 million
for the nine months ended September 30, 2000, compared to $19.2 million  in
the  first nine months of 1999.  The decrease in capital expenditures  when
compared  to  1999  reflects the Company's reduced  fleet  and  efforts  to
conserve cash.

The  Company believes its cash flow from operations in conjunction with its
credit capacity and proceeds from planned asset sales is sufficient to meet
its planned expenditure requirements for the next twelve months.

Environmental Matters

The  Company continues to review selected domestic bases for possible  fuel
contamination  resulting  from routine flight  operations.   The  aggregate
liability recorded for environmental related costs at September 30, 2000 is
$3.0  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.  In this connection, the  Company
will  conduct  environmental site surveys in  the  fourth  quarter  at  its
Lafayette facility, which will be vacated in 2001 when the Company moves to
its new facility.  The Company will also conduct environmental site surveys
at certain other facilities during the fourth quarter of 2000 and the first
quarter  of  2001.   The results of these surveys could require  additional
provisions.

Employees

On March 10, 2000, the Company's pilots voted to become organized under the
Office  and  Professional Employees International Union and the Company  is
currently  negotiating  a  contract with the  union.   While  the  ultimate
outcome  of  these  negotiations cannot be predicted  with  certainty,  the
Company's  position  is that the terms of any pilots' contract  should  not
place it at a disadvantage with its competitors.

New Accounting Pronouncements

In  June  1998,  the Financial Accounting Standards Board  ("FASB")  issued
Statement  of  Financial  Accounting Standards  No.  133,  "Accounting  for
Derivative Instruments and Hedging Activities" ("SFAS 133").  SFAS No.  133
establishes new accounting and reporting standards for derivative financial
instruments and for hedging activities.  SFAS No. 133 requires the  Company
to  measure  all  derivatives at fair value and to recognize  them  in  the
balance  sheet as an asset or liability, depending on the Company's  rights
or obligations under the applicable derivative contract.  In June 1999, the
FASB issued SFAS No. 137, which deferred the effective date of adoption  of
SFAS  No. 133 for one year.  In June 2000, the FASB issued SFAS No. 138  to
address  a  limited  number of issues causing implementation  difficulties,
including  a  provision to provide an exception for "Normal" purchases  and
sales.  The Company will adopt SFAS No. 133, as amended, no later than  the
first  quarter  of  fiscal  year  2001.  The  Company  has  considered  the
implications  of adopting the new method of accounting for derivatives  and
hedging activities and has concluded that its implementation will not  have
a material impact on the Company's consolidated financial statements.

In  December  1999, the Securities and Exchange Commission  ("SEC")  issued
Staff  Accounting  Bulletin  ("SAB")  No.  101,  "Revenue  Recognition   in
Financial  Statements."  SAB No. 101 summarizes certain of the SEC's  views
in applying generally accepted accounting principles to revenue recognition
in  financial statements.  SAB No. 101, as amended, is effective  beginning
in  the fourth quarter of fiscal year 2000. The Company believes that  this
new  accounting  pronouncement  will not have  a  material  affect  on  its
consolidated financial statements.

Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There were no material changes to the Company's disclosures regarding
derivatives in its Form 10-K for the eight-month transition period ended
December 31, 1999.

                        PART II - OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS

The  Company  is involved in various legal proceedings primarily  involving
claims  for personal injury.  The Company believes that the outcome of  all
such  proceedings, even if determined adversely, would not have a  material
adverse effect on its consolidated financial statements.

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

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 (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).

    (iii) Amendment dated March 17, 2000 to Section 2.2 of the By-laws of
          the Company (incorporated by reference to Exhibit No. 3.1 (iii) to
          PHI's Report on Form 10-Q for the quarterly period ended March 31,
          2000).

    (iv)  Amendment dated September 15, 2000 to Section 3.1 of the By-laws
          of the Company.

    (v)   Amendment dated September 15, 2000 to Section 5 of the By-laws of
          the Company.

10.23     Supplemental  Executive Retirement Plan adopted by  PHI's  Board
          effective September 14, 2000.

27   Financial Data Schedule

(b)  Reports on Form 8-K

     No reports were filed on Form 8-K during the quarter ended
     September 30, 2000.




                                SIGNATURES


Pursuant  to the requirements 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.


November 14, 2000                  By: /s/ Carroll W. Suggs
                                      ---------------------------------
                                   Carroll W. Suggs
                                   Chairman of the Board, President and
                                   Chief Executive Officer



November 14, 2000                  By: /s/ Michael J. McCann
                                      ---------------------------------
                                   Michael J. McCann
                                   Chief Financial Officer and Treasurer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>

Exhibit 3.1 (iv)

RESOLVED, that Section 3.1 of the by-laws be and is hereby amended to increase
the number of authorized directors to eight (8).


Exhibit 3.1 (v)

RESOLVED, that Section 5 of the By-laws is hereby amended to renumber
Paragraph 5.4 as Paragraph 5.6, and to add thereto new Paragraphs 5.4 and 5.5 to
read as follows:

5.4	Finance Committee.  The Finance Committee shall consist of three or more
directors as the Board of Directors shall designate.  The Committee during
intervals between meetings of the Board of Directors shall have all the powers
of the Board of Directors (except with respect to matters within the powers of
the Audit Committee or the Compensation Committee) concerning the determination
of financial policies of the Company and the management of its financial
affairs, not inconsistent, however, with law or with such specific directions as
to the conduct of affairs as shall have been given by the Board of Directors.
The Committee also shall perform such other functions and exercise such other
powers as may be delegated to it from time to time by the Board of Directors.

During intervals between meetings of the Committee, the Chairman of the
Committee shall have and may exercise such of the powers of the Committee as
from time to time shall be conferred upon them by resolution of the Board of
Directors or of the Finance Committee.

5.5	Executive Advisory Committee.  The Executive Advisory Committee shall
consist of three or more directors as the Chairman of the Board of Directors
shall designate.  The Committee shall meet on the call of the Chairman for
advice and assistance, but is not authorized to exercise any of the powers of
the Board of Directors.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>

Exhibit 10.23


                  PETROLEUM HELICOPTERS, INC.
             SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


     1.   Purpose.  The purpose of this Petroleum Helicopters, Inc.
Supplemental Executive Retirement Plan (the "Plan") is to provide certain
employees of Petroleum Helicopters, Inc. and its subsidiaries and
affiliates (hereinafter collectively referred to as "PHI") designated by
the Compensation Committee (the "Committee") of the Board of Directors of
Petroleum Helicopters, Inc. (the "Board") with retirement, disability, and
death benefits to supplement other retirement benefits of said employees.

     2.   Effective Date and Term of Plan and Effect on Other Plans.   The
effective date of this Plan shall be September 14, 2000 and the Plan shall
remain in effect until terminated by the Board.  This Plan shall supersede
and replace those certain supplemental executive retirement plans listed on
Schedule A, attached hereto and made a part hereof, which plans have been
terminated by the Board and, pursuant to such terminations, are null and
void and of no further force and effect as of the effective date of this
Plan.

     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; determine the rights of employee(s) and beneficiaries to benefits
under the Plan; and make all other determinations and take all other
actions necessary and advisable for the administration of the Plan.  The
Committee may, in its sole and absolute discretion, delegate to other
persons any portion of its duties under the Plan and employ advisors to
provide professional services (including, but not limited to, investment
advisors, attorneys and accountants).

     4.   Participation.  The Committee shall, in its sole and absolute
discretion, determine which employees of PHI shall be participants in the
Plan (such employees being hereinafter referred to collectively as
"Participants" and singularly as "Participant").

     5.   Calculation of Plan Benefits.

          5.1  Base Annual Salary.  The benefits payable to a Participant
under this Plan shall be based on said Participant's annual salary in the
year that he becomes a Participant hereunder (the "Base Annual Salary");
provided, however, that the Base Annual Salary of a Participant under this
Plan who was a participant under any other PHI supplemental executive
retirement plan in effect prior to this Plan (a "Prior Participant"), which
plan was terminated and superseded and replaced by this Plan (the "Old
Plan(s)") shall be equal to the dollar amount set forth in Schedule B.

          5.2  Base Annual Benefit.  A base annual benefit shall first be
calculated (the "Base Annual Benefit").  The Base Annual Benefit shall
equal one-third (a) of the Participant's Base Annual Salary up to two
hundred thousand dollars ($200,000), plus one-half (2) of the Participant's
Base Annual Salary in excess of two hundred thousand dollars ($200,000);
provided, however, that the Base Annual Benefit of a Prior Participant or a
Participant who was not covered by an Old Plan shall be equal to the dollar
amount set forth in Schedule B.
          5.3  Vesting of Base Annual Benefit.  A Participant shall be
vested in the portion of his Base Annual Benefit in accordance with the
following vesting schedule if such Participant's employment with PHI
terminates for any reason other than death, Disability (as hereinafter
defined) or a Change in Control (as hereinafter defined):


                     Vested Percentage at
Age at    Required   Termination of Employment in
Termina-  Years
tion      of
          Service
- --------  --------  ----------------------------------------------
                      2001     2002     2003      2004    2005 or
                                                           later
                      ----     ----     ----      ----    -------

  60       12         10%      20%      30%       40%       50%

  61       11         15%      25%      35%       45%       55%

  62       10         20%      30%      40%       50%       60%

  63        9         25%      35%      45%       55%       65%

  64        8         35%      45%      55%       65%       75%

  65        5        100%     100%     100%      100%      100%

The vested portion of a Participant's Base Annual Benefit, whether
determined in accordance with the vesting schedule set forth in this
paragraph 5.3, or determined without regard to such schedule (in the case
of the death of a Participant or a Change in Control) is the amount payable
in each year of the fifteen (15) year payment period established in
paragraph 7 of this Plan, and is hereinafter referred to as the "Annual
Benefit."  For purposes of the foregoing vesting schedule, a "Year of
Service" shall equal twelve (12) months of employment with PHI.  In
determining whether a Participant has completed twelve (12) months of
employment, all nonsuccessive periods of employment with PHI, whether or
not consecutive, shall be aggregated, and a month of employment shall be
deemed to be thirty (30) days in the case of the aggregation of fractional
months.

          5.4  Payment of Annual Benefit.  The Annual Benefit shall be paid
to a Participant or to his designated beneficiary or to any other person
entitled to said Annual Benefit at the times and in the manner and in
accordance with the terms and conditions set forth in paragraph 7 of this
Plan.

          5.5  Amendment, Modification and Termination of Benefits.  The
benefits determined under this paragraph 5 are subject to amendment,
modification and termination as provided in paragraph 16 hereof.

     6.   Unfunded Plan.  This Plan is an unfunded arrangement, maintained
primarily to provide deferred compensation benefits to Participants who are
members of a select group of management or highly compensated employees of
PHI.  Should PHI elect to set aside assets for any obligations under this
Plan through the purchase of life insurance, mutual funds, disability
policies or annuities, such assets shall not constitute funding for the
Plan, shall be owned by PHI and shall be subject to the claims of PHI's
creditors.  PHI reserves the right in its sole and absolute discretion to
sell any such assets, in whole or in part, at any time.  Notwithstanding
anything to the contrary contained herein, PHI shall not be required to set
aside or segregate any assets of any kind to meet any obligations that it
may have hereunder; and any obligation of PHI to pay benefits hereunder
shall be an unsecured promise only, and a Participant's right to enforce
such obligation shall be solely as a general unsecured creditor of PHI.

     7.   Distribution of Benefits.

          7.1  Distribution Upon Retirement.

          a.   Retirement Benefits.  Upon a Participant's retirement from
               active service for any reason other than death, Disability
               or a Change in Control, the Participant shall receive his or
               her Annual Benefit for a period of fifteen (15) years in
               equal quarterly installments commencing on the first day of
               the first calendar quarter following the later of the date
               of the Participant's retirement or the date the Participant
               attains age 65.

          b.   Death Prior to Receipt of All Retirement Benefits.  If a
               Participant dies after Annual Benefits become payable under
               paragraph 7.1(a), PHI shall continue to pay Annual Benefits
               during the remainder of the fifteen (15) year period (the
               "Remaining Retirement Benefits") in accordance with the
               beneficiary designation form provided by PHI last executed
               by the Participant prior to the Participant's death.  If no
               such designation has been received by PHI or if all
               designated beneficiaries have predeceased the Participant,
               the remaining benefits payable under 7.1(a) shall be paid to
               the estate of the Participant.

          c.   Death Before Benefits Become Payable.  If a Participant dies
               after termination of employment but before Annual Benefits
               become payable under paragraph 7.1(a), PHI shall pay the
               Annual Benefits otherwise payable to the Participant in
               accordance with the beneficiary designation form provided by
               PHI last executed by the Participant prior to the
               Participant's death.  If no such designation has been
               received by PHI or if all designated beneficiaries have
               predeceased the Participant, the remaining benefits payable
               under 7.1(a) shall be paid to the estate of the Participant.

          7.2  Distribution Upon Death While In Active Employment.  If a
Participant dies while employed by PHI, the Participant's benefits under
this Plan shall become fully vested and the Annual Benefit shall be paid
each year for a period of fifteen (15) years in quarterly installments
commencing with the first day of the first calendar quarter following the
date of the Participant's death.  Said payments shall be made in accordance
with the beneficiary designation form last executed by the Participant
prior to Participant's death.  If no such designation has been received by
PHI from the Participant before his death or if all designated
beneficiaries have predeceased the Participant, Annual Benefits shall be
paid to the estate of the Participant.

          7.3  Distribution Upon Disability While In Active Employment.

          a.   Definition of "Disabled" and "Disability."  A Participant
               shall be deemed "Disabled" or subject to a "Disability" for
               purposes of this Plan if the Participant is covered by and
               qualifies for long-term disability under PHI's group long-
               term disability insurance plan, if any.  If PHI has no group
               disability insurance plan in force for the benefit of the
               Participant, the Participant shall be deemed "Disabled" or
               subject to a "Disability" if he qualifies for benefits for
               permanent and total disability under Federal Old Age and
               Survivor Insurance provided the Disability arose while the
               Participant was actively employed by PHI.

          b.   Disability While Actively Employed.  If while actively
               employed by PHI, a Participant becomes Disabled, the Base
               Annual Benefit shall be paid each year for a period of
               fifteen (15) years in equal quarterly installments
               commencing on the first day of the first calendar quarter
               following the Participant's sixty-fifth (65th) birthday,
               provided the Participant remains Disabled until that time.

          c.   Cessation of Disability Prior to Benefit Commencement.  If a
               Participant ceases to be Disabled prior to the commencement
               of benefits, this paragraph 7.3 shall be inapplicable unless
               the Participant returns to employment with PHI and again
               becomes Disabled.  If the Participant ceases to be Disabled
               and does not return to employment with PHI, such person
               shall cease to be a Participant covered by the Plan unless
               he is eligible for an Annual Benefit pursuant to Section
               5.3.

          d.   Cessation of Disability and Return to PHI after Benefit
               Commencement.  If benefit payments have began under
               paragraph 7.3(b) and a Participant ceases to be Disabled and
               returns to active employment with PHI before he is paid all
               of the benefits to which he would have been entitled under
               paragraph 7.3(b), payment of benefits under this paragraph
               7.3 shall cease as of the date that he returns to employment
               with PHI; provided, however, that when the Participant
               subsequently terminates employment, he or his beneficiary as
               the case may be, shall be entitled to receive the Annual
               Benefit attributable to the remaining portion of the fifteen
               (15) year period and not the benefit specified in paragraph
               7.1(a) or Section 7.2.  If the Participant dies prior to
               receipt of all remaining payments, such remaining payments
               shall be paid to his beneficiary or estate as described in
               Section 7.2.

          e.   Death Prior to Commencement of Benefits Due to Disability.
               If a Participant dies before the Base Annual Benefit becomes
               payable under paragraph 7.3(b), the benefit to which said
               Participant would have been entitled at age sixty-five (65)
               shall be paid each year for a period of fifteen (15) years
               in quarterly installments commencing with the first day of
               the first calendar quarter following the date of the
               Participant's death.  Said payments shall be made in
               accordance with the beneficiary designation form provided by
               PHI last executed by the Participant prior to Participant's
               death.  If no such designation has been received by PHI from
               the Participant before his death or if all designated
               beneficiaries have predeceased the Participant, benefits
               shall be paid to the estate of the Participant.

          f.   Death After Commencement of Disability Benefits But Before
               Payment of All Base Annual Benefits Due to Disability.  If a
               Participant dies after the Base Annual Benefit becomes
               payable under paragraph 7.3(b), such benefit shall continue
               to be paid during the remainder of the fifteen (15) year
               period in accordance with the beneficiary designation form
               provided by PHI last executed by the Participant prior to
               Participant's death.  If no such designation has been
               received by PHI from the Participant before his death or if
               all designated beneficiaries have predeceased the
               Participant, remaining benefits shall be paid to the estate
               of the Participant.

          7.4  Distribution Upon a Change in Control.  If there is a Change
in Control, Annual Benefits shall be paid in accordance with paragraph 12
hereof.

          7.5  Only One Form of Benefit Payable.  Notwithstanding anything
to the contrary contained herein, benefits shall be payable under paragraph
7.1, 7.2 or 7.3, but not under more than one of said paragraphs and in no
event shall the total amount paid to a Participant and his beneficiaries
exceed the benefit payable to the Participant under paragraph 7.1(a).

     8.   Noncompetition and Nondisclosure Agreement.  In consideration of
the benefits provided and payments to be made under this Plan, each
Participant shall enter into a noncompetition and nondisclosure agreement
substantially in the form attached hereto as Exhibit 1.

     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 or
rehire a Participant as an employee for any period of time or at any
particular rate of compensation.

     10.  Claim Procedure and Arbitration.

          10.1 Claim for Benefits, Denial of Claim and Initial Review of
Claim.  In the event that a Participant (or his beneficiary) believes that
he is entitled to receive benefits under this Plan, then a written claim
must be made to the Committee.  The Committee shall review the written
claim and, if the claim is denied in whole or in part, the Committee shall
provide, in writing and within ninety (90) days of receipt of such claim,
its 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 claimant if a
further review of the claim denial is desired.  A claim shall be deemed
denied if the Committee fails to take any action within the aforementioned
ninety (90) day period.

          10.2 Second Review of Claim for Benefits.  If a claimant desires
to appeal the denial of a benefit, he shall notify the Committee in writing
within sixty (60) days of the claim denial.  A claimant may review the Plan
or any documents relating thereto and submit written issues and comments
that he believes are appropriate.  The Committee shall then review the
claim and provide a written decision within sixty (60) days of receipt of
such claim.

     11.  No Trust.  Except as provided in paragraph 12 of this Plan,
nothing contained herein and no action taken pursuant to the provisions
hereof shall create or be construed to create a trust of any kind for the
benefit of any Participant or any other person entitled to or claiming
benefits hereunder.

     12.  Change in Control

          12.1 Benefits Upon a Change in Control.  Notwithstanding anything
to the contrary contained herein,

          a.   If a Participant is actively employed or Disabled when a
               Change in Control occurs, the Annual Benefits to which a
               Participant would be entitled had he continued working for
               PHI until he reached age sixty-five (65) shall immediately
               become vested in such Participant and shall be paid in
               accordance with paragraph 7.1(a).  For purposes of this
               paragraph, a Participant who would have less than five Years
               of Service at age 65 is deemed to have five Years of
               Service.

          b.   If a Participant to whom paragraph 12.1(a) applies dies
               after a Change in Control, the benefits otherwise payable
               under paragraph 12.1(a) shall be payable under 7.2 as if the
               Participant were actively employed by PHI at the time of
               death.

          c.   Any Participant or beneficiary who is receiving benefits
               under paragraph 7 when a Change in Control occurs shall
               continue to be entitled to payment of those benefits
               following the Change in Control in accordance with the terms
               of the Plan.

          12.2 Trust Upon Change in Control.  PHI shall, on or before the
date of the Change in Control, enter into a trust agreement (the "Trust
Agreement") with the Whitney National Bank as trustee (the "Trustee")
pursuant to which PHI shall contribute to a trust (the "Trust") either (i)
fully paid annuity contract(s) issued by a company rated AA" or higher by
A.M. Best & Co. to guarantee the benefits payable under the Plan; or (ii)
cash which shall be equal to the present value of the benefits to which all
Participants are entitled hereunder.  The present value of such benefits
shall be determined by an enrolled actuary selected by the members of the
Committee prior to the Change in Control.

          12.3 Form of Trust.  The Trust Agreement shall be in the form of
the model trust agreement set forth in Internal Revenue Service Revenue
Procedure 92-64 or any successor to or replacement of such Revenue
Procedure, and may be substantially in the form of Exhibit 2, attached
hereto and made a part hereof, to the extent that said Exhibit 2 conforms
to said Internal Revenue Service model trust agreement.

          12.4 Trust Assets Subject to PHI's Creditors.  All of the assets
of the Trust shall be subject to the creditors of PHI in the event of
insolvency.  Any assets of the Trust remaining after all obligations with
respect to the Participants have been satisfied shall be paid to PHI (or
its successor, if PHI no longer exists as a legal entity).

          12.5 Definition of "Change in Control." For purpose of this Plan,
the term "Change in Control" means:

          a.   the purchase or other acquisition by any person, entity or
               group of persons of beneficial ownership of forty-five
               percent (45%) or more of either (i) PHI's outstanding shares
               of common stock; or (ii) the combined voting power of PHI's
               then outstanding securities entitled to vote generally; or

          b    the approval by the shareholders of PHI of a reorganization,
               merger or consolidation with respect to which persons or
               entities who were shareholders of PHI immediately prior to
               such reorganization, merger or consolidation do not,
               immediately thereafter, own more than fifty percent (50%) of
               the combined voting power entitled to vote; or

          c.   the liquidation or dissolution of PHI or the sale of all or
               substantially all of PHI's assets.

          12.6 Successors Included.  For purposes of this paragraph 12, any
reference to PHI includes any successor to PHI that results from a Change
in Control.

     13.  Recovery of Mistaken or Incorrect Payments.  Notwithstanding
anything to the contrary contained herein, a Participant or any other
person receiving payments under this Plan is entitled only to those
benefits provided by this Plan and shall be obligated to promptly return
any payment not payable under the Plan.  PHI may, in its sole and absolute
discretion, (i) offset any future benefits of a Participant or any other
person who refuses or neglects to return an erroneous payment of benefits;
or (ii) pursue any other remedies provided by law.

     14.  Breaches by Participant.  In the event of any breach by a
Participant of any obligations under this Plan or under the noncompetition
and nondisclosure agreement referred to in paragraph 8, the Committee shall
direct that any unpaid balance of any payments to such Participant be
suspended and shall notify the Participant in writing of such suspension.
If the Committee determines, in its sole and absolute discretion, that the
Participant's breach has continued following notification of such
suspension, all rights of Participant and his beneficiary or any other
person under this Plan, including rights to further (or any) payments
hereunder, shall thereupon terminate.

     15.  Nonalienation of Benefits.  Neither the Participant, nor his
designated beneficiary, nor any other beneficiary hereunder shall have any
power or right to transfer, assign, anticipate, pledge, hypothecate or
otherwise encumber all or any part of any Annual Benefit or any right to
any other payment or benefit hereunder, which benefits and rights are
expressly declared to be nonassignable and nontransferable.

     16.  Amendment, Modification, and Termination.  The Board may at any
time amend, modify or terminate the Plan; provided, however, that no such
amendment, modification or termination shall deprive a Participant or his
beneficiary or any other person entitled to benefits hereunder of any
vested rights accrued to such persons under this Plan prior to such
amendment, modification or termination.  Any amendment, modification or
termination of this Plan shall be in writing and shall be effective on the
date specified therein.

     17.  Gender.  Whenever used in this Plan, the masculine gender
includes the feminine and the feminine gender includes the masculine.

     18.  Notice.  Unless otherwise expressly provided by applicable
federal law, any notice, consent or demand required or permitted to be
given under the provisions of this Plan shall be in writing and shall be
signed by the party giving or making the same.  If such notice, consent or
demand is mailed, it shall be sent by United States certified mail, postage
prepaid.  If the intended recipient is a Participant or his designated
beneficiary or any other beneficiary under this Plan, such notice, consent
or demand shall be addressed to such person at such person's last known
address as shown on PHI's records.  If the intended recipient is PHI, such
notice, consent or demand shall be addressed to PHI at its principal place
of business at the time of the mailing of such notice, consent or demand.
Unless otherwise expressly provided by applicable federal law, the date of
such mailing shall be deemed the date of such notice, consent or demand.

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

     IN WITNESS WHEREOF, PHI has executed this Plan on the 12th day of
October, 2000.


WITNESSES:                          PETROLEUM HELICOPTERS, INC.:

/s/ Michael J. McCann               By:/s/ Carroll W. Suggs
                                        Carroll W. Suggs
                                        Chairman of the Board and
/s/ Richard Rovinelli                   Chief Executive Officer





                         ACKNOWLEDGMENT




STATE OF LOUISIANA

PARISH OF LAFAYETTE


     BE IT KNOWN, that on this 12th day of October, 2000,

before me, the undersigned Notary Public, duly commissioned, qualified and

sworn within and for the State and Parish aforesaid, personally came and

appeared Carroll C. Suggs, to me known to be the duly authorized Chairman

of the Board and Chief Executive Officer of Petroleum Helicopters, Inc.,

who executed the above and foregoing instrument, who declared and

acknowledged to me, Notary, in the presence of the undersigned competent

witnesses, that she executed the above and foregoing instrument of her own

free will, as her own act and deed, for the uses, purposes and benefits

therein expressed on behalf of Petroleum Helicopters, Inc., and in the

capacity therein stated.



WITNESSES:                          PETROLEUM HELICOPTERS, INC.


/s/ Michael J. McCann               BY:/s/ Carroll W. Suggs
                                        Carroll W. Suggs, Chairman of the
                                        Board and Chief Executive
/s/ Richard Rovinelli                   Officer





                     /s/ Cindy L. Lasseigne
              ____________________________________
                         NOTARY PUBLIC
EXHIBIT 1

                       NONCOMPETITION AND
                    NONDISCLOSURE AGREEMENT

     THIS NONCOMPETITION AND NONDISCLOSURE AGREEMENT (the "Agreement"),
entered into this ____ day of __________, 2000 by and between Petroleum
Helicopters, Inc., a corporation organized under the laws of the State of
Louisiana ("PHI") with its principal place of business at 113 Borman Drive,
Lafayette, Louisiana 70508 (the "Corporation"), and _____________________,
a person of the full age of majority and a resident of __________________
(the "Employee").

                          WITNESSETH:

     WHEREAS, the Corporation is engaged in the businesses of transporting
personnel and equipment to, from and among offshore platforms, providing
aeromedical transportation services for hospitals and medical programs and
providing aircraft maintenance services (the "Business"); and

     WHEREAS, Employee is an employee of Corporation who is a member of a
select group of management or highly compensated employees of Corporation;
and,

     WHEREAS, Employee has had access to certain highly sensitive, special,
unique information of the Corporation that is confidential or proprietary;
and

     WHEREAS, Corporation wishes to induce Employee to remain in its employ
by providing to Employee the opportunity to receive certain benefits and
incentives, all as set forth in that certain Petroleum Helicopters, Inc.
Supplemental Executive Retirement Plan dated September 14, 2000 (the
"Benefits") and Employee wishes to agree not to compete with Corporation
and not to disclose Corporation's confidential or proprietary information
as additional consideration for Corporation providing Employee the
opportunity to receive the Benefits.

     NOW THEREFORE, in consideration of the foregoing and of the mutual
promises of the parties hereinafter contained, and of good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
it is mutually agreed by and between the parties as follows:

     1.   Restriction on Actions.  Employee hereby agrees to restrict his
actions as provided in this Agreement and acknowledges that such
restrictions are reasonable in light of the Business and the Corporation
providing Employee the opportunity to receive the Benefits.

     2.   Corporation's Territory.  Employee acknowledges that the
Corporation's sales and operations territory and area of goodwill relating
to the Business includes all of the parishes of the State of Louisiana set
forth on Schedule 1 and within all of the states set forth on said Schedule
1, attached hereto and made a part hereof (the "Territory").

     3.   Noncompetion During Employment.  Employee agrees that for as long
as he remains employed by Corporation, he will devote substantially all of
his time, skill, diligence and attention to the Business.  Employee further
agrees that during such period of employment he will not, directly or
indirectly, either:

     (a)  make any statement or perform any act intended to advance an
interest or any existing or prospective competitor of the Corporation that
may or will injure Corporation in  its relationship and dealing with any
Customer (as hereinafter defined), or any existing or potential supplier or
creditor;

     (b)  solicit or encourage any other employee of Corporation to do any
act that is disloyal to Corporation or inconsistent with Corporation's
interest or in violation of Corporation's policies or of any provision of
any of the plans pursuant to which the Benefits are provided;

     (c)  solicit any other employee to participate in or assist with the
formation or operations of any business intended to compete with
Corporation or with respect to the possible future employment of such other
employee by any such business;

     (d)  discuss with any Customer, or any existing or potential supplier
or creditor of Corporation that Employee intends to resign, or make any
statement or do any act intended to cause any Customer or an existing or
potential supplier or creditor of Corporation to learn of Employee's
intention to resign;

     (e)  discuss with any Customer or any existing or potential supplier
or creditor of Corporation the present or future availability of services
or products provided by a business that competes with or, where such
services or products are competitive, with services or products that
Corporation provides.

     4.   Noncompetion After Employment Ceases.  Employee agrees that
during the period beginning on the date of this Agreement and ending two
(2) years from the date that Employee ceases to be employed by Corporation
for any reason, he will not, directly or indirectly, either:

     (a)  have any interest in (whether as proprietor, officer, director or
otherwise),enter the employment of, act as agent, broker, licensor or
distributor for or adviser or consultant to, or in any way assist (whether
by solicitation of customers or employees or otherwise) any person, firm,
corporation or business entity that is engaged, or which Employee
reasonably knows is undertaking to become engaged, in the Territory in the
Business or in a business similar thereto;

     (b)  solicit, divert or take away, or attempt to solicit, divert or
take away any Customer or the business of any Customer with respect to the
products or services of the Corporation sold (or offered for sale) to such
Customer;

     (c)  attempt to seek to cause any Customer to refrain, in any respect,
from maintaining or acquiring any product or service of the Corporation
sold (or offered for sale) to such Customer;

     (d)  render services to or share in the earnings of or invest in the
stock, bonds or other securities of any other entity directly or indirectly
engaged in the Business or in a business similar thereto within the
Territory; provided, however, that Employee may own passive investments of
not more than one percent (1%) of the outstanding stocks, bonds, or other
securities of any similar business (but without otherwise participating in
such similar business) if such stocks, bonds or other securities are
registered under Section 12(b) or (g) of the Securities Exchange Act of
1934, as amended.

     5.   Definition of "Customer".  The term "Customer," as used herein,
means any actual customer of Corporation or any potential customer of the
Corporation located in the Territory.

     6.   Trade Secrets; Confidential Information.

     (a)  General.  Employee recognizes and acknowledges that he has had
access to certain highly sensitive, special, unique information of
Corporation that is confidential or proprietary.  Employee hereby covenants
and agrees that he will not (i) as to Trade Secrets, so long as they remain
Trade Secrets; and (ii) as to Confidential Information, during the period
that Employee is employed by Corporation and until three (3) years after
the date on which (i) Employee ceases to be employed by Corporation for any
reason other than death; or (ii) is Disabled, use or disclose any
Confidential Information or Trade Secrets except in connection with
Employee's duties as an employee of Corporation; provided, however, that
the foregoing restrictions shall not apply to items that, through no fault
of Employee, have entered the public domain.

     (b)  Definitions of "Trade Secret" and "Confidential Information".
For purposes of this Agreement, the following definitions shall apply:

          (i)  "Trade Secret" means the whole or any portion or phase of
          any scientific or technical information, design, process,
          procedure, formula, pattern, compilation, program, device,
          method, technique or improvement, whether in written or other
          form, with respect to the Business on the date of this Agreement
          that is valuable and secret (in the sense that it is not
          generally known to competitors of the Corporation).

          (ii)  "Confidential Information" means any data or information,
          whether in written or other form, with respect to the Business on
          the date of this Agreement, other than Trade Secrets, that is
          material to the Corporation and not generally known by the
          public. To the extent consistent with the foregoing definition,
          Confidential Information includes without limitation: (A) pricing
          procedures and financing methods of the Corporation, together
          with any techniques utilized by the Corporation in designing,
          developing, manufacturing, testing or marketing its products or
          in performing services for Customers and accounts of the
          Corporation; (B) Customer lists, the special requirements of
          particular Customers, and the current and anticipated
          requirements of Customers generally for the products or services
          of the Corporation; (C) any contracts, working drawings, designs,
          product specifications, software programs, source codes or
          similar information of the Corporation; (D) the specifications of
          any new products or services under development by the
          Corporation; (E) the sources of supply for any integrated
          components and materials used for any production, assembly or
          packaging by the Corporation and the quality, prices, and usage
          of any such components and materials; and (F) the business plans
          and financial statements, reports and projections of the
          Corporation.

     (c)  Ownership; Return.  Employee acknowledges that all Trade Secrets
and Confidential Information are and shall be the sole, exclusive and
valuable property of Corporation, and that Employee has and shall acquire
no right, title or interest therein. Any and all printed, typed, written or
other material that Employee may have or obtain with respect to Trade
Secrets or Confidential Information (including without limitation all
copyrights therein) shall be and remain the exclusive property of
Corporation, and any and all material (including any copies) shall, upon
Employee's Disability or cessation of employment for any reason be promptly
delivered to Corporation.

     7.   Remedies.  Employee acknowledges that any violation of this
Agreement may cause irreparable harm to Corporation and that damages are
not an adequate remedy.  Employee therefore agrees that Corporation shall
be entitled to an injunction by an appropriate court in the appropriate
jurisdiction, enjoining, prohibiting and restraining Employee from the
continuance of any such violation, in addition to any monetary damages
which might occur by reason of the violation of this Agreement. The
remedies provided in this Agreement are cumulative and shall not exclude
any other remedies to which any party to this Agreement may be entitled
under this Agreement or applicable law, and the exercise of a remedy shall
not be deemed an election excluding any other remedy (any such claim by the
other party to this Agreement being hereby waived).

     8.   Modification.  It is understood and agreed by the parties hereto
that should any portion, provision or clause of this Agreement be deemed
too broad to permit enforcement to its full extent, then it shall be
enforced to the maximum extent permitted by law, and Employee hereby
consents and agrees that such scope maybe judicially modified accordingly
in any proceeding brought to enforce such restriction.

     9.   Independent.  The covenants and agreements set forth in this
Agreement shall be deemed, and shall be construed as, separate and independent
covenants and agreements, and should any part or provision of such
covenants or agreements be held invalid, void or unenforceable by any court
of competent jurisdiction, such invalidity, voidness or unenforceability
shall in no way render invalid, void or unenforceable any other part or
provision of such covenants and agreements or any separate covenant not
declared invalid, void or unenforceable; and this Agreement shall in that
case be construed as if the void, invalid or unenforceable provisions were
omitted.

     10.  Miscellaneous.

     (a)  Notice.  All notices under this Agreement shall be in writing and
given either in person, by express overnight service or mailed first class
mail, postage prepaid, to the address of the party to this Agreement set
forth below said party's signature or to such other address as a party to
this Agreement may furnish to the other as provided in this sentence, and
shall be deemed received on the date of personal delivery, on the first
business day after sent by express overnight service; and if notice is
given pursuant to the foregoing of a permitted successor or assign, then
notice shall thereafter be given pursuant to the foregoing to such
permitted successor or assign.

     (b)  Assignment; Binding Effect.  Employee shall not assign, transfer
or delegate any rights or obligations under this Agreement.  This Agreement
shall be binding upon and shall inure to the benefit of the parties hereto
and their respective legal representatives, heirs, devisees, legatees or
other successors and assigns.

     (c)  Gender; Captions.  Whenever the context so requires, the singular
number shall include the plural and the plural shall include the singular,
and the gender of any pronoun shall include the other genders. Titles and
captions of or in this Agreement are inserted only as a matter of
convenience and for reference and in no way affect the scope of this
Agreement or the intent of its provisions.

     (d)  Severability.  In the event that any court of competent
jurisdiction shall determine that any provision of this Agreement is
invalid, such determination shall not affect the validity of any other
provision of this Agreement, which shall remain in full force and effect
and which shall be construed as to be valid under applicable law.

     (e)  Certain Definitions.  The parties agree that 'applicable law"
means all provisions of any constitution, statute, law, rule, regulation,
decision, order, decree, judgment, release, license, permit, stipulation or
other official pronouncement enacted, promulgated or issued by any
governmental authority or arbitrator or arbitration panel; that
"governmental authority" means any legislative, executive, judicial,
quasijudicial or other public authority, agency, department, bureau,
division, unit, court or other public body, person or entity; and that
"including" and other words or phrases of inclusion, if any, shall not be
construed as terms of limitation, so that references to "included" matters
shall be regarded as non-exclusive, non-characterizing illustrations.

     (f)  Entire Agreement.  This Agreement constitutes the entire
agreement of the parties to this Agreement with respect to its subject
matter hereof, supersedes all prior agreements, if any, of the parties to
this Agreement with respect to its subject matter, and may not be amended
except in writing signed by the party to this Agreement against whom the
change is being asserted.

     (g)  No Waiver.  The failure of any party to this Agreement at any
time or times to require the performance of any provisions of this
Agreement shall in no manner affect the right to enforce the same; and no
waiver by any party to this Agreement of any provision (or of a breach of
any provision) of this Agreement, whether by conduct or otherwise, in any
one or more instances, shall be deemed or construed either as a further or
continuing waiver of any such provision or breach or as a waiver of any
other provision (or of a breach of any other provision) of this Agreement.

     (h)  Governing Law.  This Agreement shall be governed by, construed
and enforced in accordance with the laws of the State of Louisiana, without
regard to its conflicts of laws provisions.

     (i)  Counterparts.  This Agreement may be executed in two or more
copies, each of which shall be deemed an original, and it shall not be
necessary in making proof of this Agreement or its terms to produce or
account for more than one of such copies.


     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
____ day of ______________, 2000.

WITNESSES:                           PETROLEUM HELICOPTERS, INC.:


___________________________________  By:______________________________
                                        Carroll W. Suggs
                                        Chairman of the Board and
___________________________________     Chief Executive Officer

                                     Address:  113 Borman Drive
                                               Lafayette, Louisiana  70508


                                     EMPLOYEE:


___________________________________  ____________________________________

___________________________________  Address:
                                     ________________________

                                     ________________________





                         ACKNOWLEDGMENT



STATE OF LOUISIANA

PARISH OF ____________________


     BE IT KNOWN, that on this _____ day of _________________, __________,

before me, the undersigned Notary Public, duly commissioned, qualified and

sworn within and for the State and Parish aforesaid, personally came and

appeared Carroll C. Suggs, to me known to be the duly authorized Chairman

of the Board and Chief Executive Officer of Petroleum Helicopters, Inc.,

who executed the above and foregoing instrument, who declared and

acknowledged to me, Notary, in the presence of the undersigned competent

witnesses, that she executed the above and foregoing instrument of her own

free will, as her own act and deed, for the uses, purposes and benefits

therein expressed on behalf of Petroleum Helicopters, Inc., and in the

capacity therein stated.

WITNESSES:                          PETROLEUM HELICOPTERS, INC.


__________________________________  BY:________________________________
                                        Carroll W. Suggs, Chairman of the
                                        Board and Chief Executive
__________________________________      Officer




                __________________________________
                         NOTARY PUBLIC





                         ACKNOWLEDGMENT


STATE OF LOUISIANA

PARISH OF ________________


     BE IT KNOWN, that on this _____ day of _________________, _______,

before me, the undersigned Notary Public, duly commissioned, qualified and

sworn within and for the State and Parish aforesaid, personally came and

appeared _____________________________, to me known to be the identical

person who executed the above and foregoing instrument, who declared and

acknowledged to me, Notary, in the presence of the undersigned competent

witnesses, that he executed the above and foregoing instrument of his own

free will, as his own act and deed, for the uses, purposes and benefits

therein expressed.


WITNESSES:                      EMPLOYEE:

________________________        __________________________


________________________



                   ______________________________
                         NOTARY PUBLIC









                           SCHEDULE 1
                  TERRITORY OF PHI's BUSINESS




Following are the Parishes in Louisiana in which PHI carries on Business:

1.   Calcasieu
2.   Cameron
3.   East Baton Rouge
4.   Jefferson
5.   Lafayette
6.   Lafourche
7.   Orleans
8.   Plaquemines
9.   Rapides
10.  St. Bernard
11.  St. Mary
12.  Terrebonne
13.  Vermillion

Following are the States, other than Louisiana, in which PHI carries on
Business:

1.   Alabama
2.   Arizona
3.   California
4.   Colorado
5.   Florida
6.   Illinois
7.   Kentucky
8.   Michigan
9.   Mississippi
10.  North Dakota
11.  Ohio
12.  South Carolina
13.  Texas
14.  Wisconsin






                           EXHIBIT 2

                          TRUST UNDER
        CERTAIN NONQUALIFIED DEFERRED COMPENSATION PLANS
                 OF PETROLEUM HELICOPTERS, INC.


     THIS AGREEMENT (the "Trust Agreement") made this _____ day of
__________, __________ by and between Petroleum Helicopters, Inc., a
corporation organized under the laws of the State of Louisiana,("PHI") with
its principal place of business at 113 Borman Drive, Lafayette, Louisiana
70508 (the "Company") and Whitney National Bank, a______________________,
with its principal place of business at ___________________, New Orleans,
Louisiana ___________ (the "Trustee");

                          WITNESSETH:

     WHEREAS, Company has adopted the nonqualified deferred compensation
plans listed in Appendix A, attached hereto and made a part hereof (the
"Plans"); and

     WHEREAS, Company has incurred or expects to incur liability under the
terms of such Plans with respect to the individuals participating in such
Plans; and

     WHEREAS, Company wishes to establish a trust (hereinafter called the
"Trust") and to contribute to the Trust assets that shall be held therein,
subject to the claims of Company's creditors in the event of Company's
Insolvency, as herein defined, until paid to Plan participants and their
beneficiaries in such manner and at such times as specified in the Plans;
and

     WHEREAS, it is the intention of the parties hererto that this Trust
shall constitute an unfunded arrangement and shall not affect the status of
the Plans as unfunded plans maintained for the purpose of providing
deferred compensation for a select group of management or highly
compensated employees for purposes of Title I of the Employee Retirement
Income Security Act of 1974; and

     WHEREAS, it is the intention of Company to make contributions to the
Trust to provide itself with a source of funds to assist it in the meeting
of its liabilities under the Plans; and

     NOW, THEREFORE, the parties do hereby establish the Trust and agree
that the Trust shall be comprised, held and disposed of as follows:

     Section 1.     Establishment of Trust.
                    -----------------------

     (a)  Company hereby deposits with Trustee in trust __________ [insert
amount deposited], which shall become the principal of the Trust to be
held, administered and disposed of by Trustee as provided in this Trust
Agreement.

     (b)  The Trust hereby established is revocable by Company; it shall
become irrevocable upon a Change of Control, as defined herein.

     (c)  The Trust is intended to be a grantor trust, of which Company is
the grantor, within the meaning of subpart E, part I, subchapter J, chapter
1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be
construed accordingly.

     (d)  The principal of the Trust, and any earnings thereon shall be
held separate and apart from other funds of Company and shall be used
exclusively for the uses and purposes of Plans participants and general
creditors as herein set forth.  Plan participants and their beneficiaries
shall have no preferred claim on, or any beneficial ownership interest in,
any assets of the Trust.  Any rights created under the Plans and this Trust
Agreement shall be mere unsecured contractual rights of Plan participants
and their beneficiaries against Company.  Any assets held by the Trust will
be subject to the claims of Company's general creditors under federal and
state law in the event of Insolvency, as defined in Section 3(a) herein.

     (e)  Upon a Change of Control, Company shall, by not later than the
date of a Change of Control, as defined herein, make an irrevocable
contribution to the Trust in an amount that is sufficient to pay each Plan
participant or beneficiary the benefits to which Plan participants or their
beneficiaries would be entitled pursuant to the terms of the Plans as of the
date on which the Change of Control occurred.  To the extent that the Plans
or any agreement between the participants in and/or beneficiaries of the
Plans and the Company provide for a method of determining the amount to be
contributed to the Trust, said method shall be employed to determine the
amount that shall be contributed to the Trust pursuant to this Section 1(e).

     (f)  Company, in its sole discretion, may at any time, or from time to
time, make additional deposits of cash or other property in trust with
Trustee to augment the principal to be held, administered and disposed of by
Trustee as provided in this Trust Agreement.  Neither Trustee nor any Plan
participant or beneficiary shall have any right to compel such additional
deposits.

     Section 2.     Payments To Plan Participants and Their Beneficiaries.
                    ------------------------------------------------------

     (a)  Company shall deliver to Trustee a schedule (the "Payment
Schedule") that indicates the amounts payable in respect of each Plan
participant (and his or her beneficiaries), that provides a formula or other
instructions acceptable to Trustee for determining the amounts so payable,
the form in which such amount is to be paid (as provided for or available
under the Plans), and the time of commencement for payment of such amounts.
Except as otherwise provided herein, Trustee shall make payments to the Plan
participants and their beneficiaries in accordance with such Payment
Schedule.  The Trustee shall make provision for the reporting and
withholding of any federal, state or local taxes that may be required to be
withheld with respect to the payment of benefits pursuant to the terms of
the Plans and shall pay amounts withheld to the appropriate taxing
authorities or determine that such amounts have been reported, withheld and
paid by Company.
     (b)  The entitlement of a Plan participant or his or her beneficiaries
to benefits under the Plans shall be determined by Company or such party as
it shall designate under the Plans, and any claim for such benefits shall
be considered and reviewed under the procedures set out in the Plans.

     (c)  Company may make payment of benefits directly to Plan
participants or their beneficiaries as they become due under the terms of
the Plans.  Company shall notify Trustee of its decision to make payment of
benefits directly prior to the time amounts are payable to participants or
their beneficiaries.  In addition, if the principal of the Trust, and any
earnings thereon, are not sufficient to make payments of benefits in
accordance with the terms of the Plans, Company shall make the balance of
each such payment as it falls due.  Trustee shall notify Company where
principal and earnings are not sufficient.

     (d)  Notwithstanding anything to the contrary contained herein or in
the Plans, (a) in the event that the Service prevails in its claim that
amounts contributed to and held in the Trust Fund, and/or earnings thereon,
constitute taxable income to participant or his beneficiary for any taxable
year of him or her, prior to the taxable year in which such contributions
and/or earnings are distributed to him or her, or (b) in the event that
legal counsel satisfactory to the Company, the Trustee and the applicable
participant or his beneficiary renders an opinion that the Service would
likely prevail in such a claim, the assets in the Trust Fund, to the extent
constituting taxable income, shall be immediately distributed to the
participant or his beneficiary.  For purposes of this Section 2(d), the
Service shall be deemed to have prevailed in a claim if such claim is
upheld by a court of final jurisdiction, or if the Trustee, based upon an
opinion of legal counsel satisfactory to the Company, the Trustee and the
participant or his beneficiary, fails to appeal a decision of the Service,
or a court of applicable jurisdiction, with respect to such claim, to an
appropriate Service appeals authority or to a court of higher jurisdiction
within the appropriate time period.

     Section 3.     Trustee Responsibility Regarding Payments to Trust
                    --------------------------------------------------
Beneficiary When Company Is Insolvent.
- --------------------------------------

     (a)  Trustee shall cease payment of benefits to Plan participants and
their beneficiaries if the Company is Insolvent.  Company shall be
considered "Insolvent" for purposes of this Trust Agreement if (i) Company
is unable to pay its debts as they become due; or (ii) Company is subject
to a pending proceeding as a debtor under the United States Bankruptcy
Code.

     (b)  At all times during the continuance of this Trust, as provided in
Section 1(d) hereof, the principal and income of the Trust shall be subject
to claims of general creditors of Company under federal and state law as
set forth below.

          (1)  The Board of Directors and Chief Executive Officer of Company
shall have the duty to inform Trustee in writing of Company's Insolvency.
If a person claiming to be a creditor of Company alleges in writing to
Trustee that Company has become Insolvent, Trustee shall determine whether
Company is Insolvent and, pending such determination, Trustee shall
discontinue payment of benefits to Plan participants or their beneficiaries.

          (2)  Unless Trustee has actual knowledge of Company's Insolvency,
or has received notice from Company or a person claiming to be a creditor
alleging that Company is Insolvent, Trustee shall have no duty to inquire
whether Company is Insolvent.  Trustee may in all events rely on such
evidence concerning Company's solvency as may be furnished to Trustee and
that provides Trustee with a reasonable basis for making a determination
concerning Company's solvency.

          (3)  If at any time Trustee has determined that Company is
Insolvent, Trustee shall discontinue payments to Plan participants or their
beneficiaries and shall hold the assets of the Trustee for the benefit of
Company's general creditors.  Nothing in this Trust Agreement shall in any
way diminish any rights of Plan participants or their beneficiaries to
pursue their rights as general creditors of Company with respect to
benefits due under the Plans or otherwise.

          (4)  Trustee shall resume the payment of benefits to Plan
participants or their beneficiaries in accordance with Section 2 of this
Trust Agreement only after Trustee has determined that Company is not
Insolvent (or is no longer Insolvent).

     (c)  Provided that there are sufficient assets, if Trustee
discontinues the payment of benefits from the Trust pursuant to Section
3(b) hereof and subsequently resumes such payments, the first payment
following such discontinuance shall include the aggregate amount of all
payments due to Plan participants or their beneficiaries under the terms of
the Plans for the period of such discontinuance, less the aggregate amount
of any payments made to Plan participants or their beneficiaries by Company
in lieu of the payments provided for hereunder during any such period of
discontinuance.

     Section 4.     Payments to Company.
                    --------------------

     Except as provided in Section 3 hereof, after the Trust has become
irrevocable, Company shall have no right or power to direct Trustee to
return to Company or to divert to others any of the Trust assets before all
payment of benefits have been made to Plan participants and their
beneficiaries pursuant to the terms of the Plans.

     Section 5.     Investment Authority.
                    ---------------------

     In no event may Trustee invest in securities (including stock or
rights to acquire stock) or obligations issued by Company, other than a de
minimis amount held in common investment vehicles in which Trustee invests.
All rights associated with assets of the Trust shall be exercised by
Trustee or the person designated by Trustee, and shall in no event be
exercisable by or rest with Plan participants.

     Section 6.     Disposition of Income.
                    ----------------------

     During the term of this Trust, all income received by the Trust, net
of expenses and taxes, shall be accumulated and reinvested.

     Section 7.     Accounting by Trustee.
                    ----------------------

     Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements, and all other transactions required to be made,
including such specific records as shall be agreed upon in writing between
Company and Trustee.  Within _______ [insert number] days following the
close of each calendar year and within _______ [insert number] days after
the removal or resignation of Trustee, Trustee shall deliver to Company a
written account of its administration of the Trust during such year or
during the period from the close of the last preceding year to the date of
such removal or resignation, setting forth all investments, receipts,
disbursements and other transactions effected by it, including a description
of all securities and investments purchased and sold with the cost or net
proceeds of such purchases or sales (accrued interest paid or receivable
being shown separately), and showing all cash, securities and other property
held in the Trust at the end of such year or as of the date of such removal
or resignation, as the case may be.

     Section 8.     Responsibility of Trustee.
                    --------------------------

          (a)  Trustee shall act with the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent person
acting in like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims, provided,
however that Trustee shall incur no liability to any person for any action
taken pursuant to a direction, request or approval given by Company which is
contemplated by, and in conformity with, the terms of the Plans or this
Trust and is given in writing by Company.  In the event of a dispute between
Company and a party, Trustee may apply to a court of competent jurisdiction
to resolve the dispute.

          (b)  If Trustee undertakes or defends any litigation arising in
connection with this Trust, Company agrees to indemnify Trustee against
Trustee's costs, expenses and liabilities (including, without limitation,
attorneys' fees and expenses) relating thereto and to be primarily liable
for such payments.  If Company does not pay such costs, expenses and
liabilities in a reasonably timely manner, Trustee may obtain payment from
the Trust.

          (c)  Trustee may consult with legal counsel (who may also be
counsel for Company generally) with respect to any of its duties or
obligations hereunder.

          (d)  Trustee may hire agents, accountants, actuaries, investment
advisors, financial consultants or other professionals to assist it in
performing any of its duties or obligations hereunder.

          (e)  Trustee shall have, without exclusion, all powers conferred
on Trustees by applicable law, unless expressly provided otherwise herein,
provided, however, that if an insurance policy is held as an asset of the
Trust, Trustee shall have no power to name a beneficiary of the policy
other than the Trust, to assign the policy (as distinct from conversion of
the policy to a different form) other than to a successor Trustee, or to
loan to any person the proceeds of any borrowing against such policy.

          (f)  Notwithstanding any powers granted to Trustee pursuant to
this Trust Agreement or to applicable law, Trustee shall not have any power
that could give this Trust the objective of carrying on a business and
dividing the gains therefrom, within the meaning of section 301.7701-2 of
the Procedure and Administrative Regulations promulgated pursuant to the
Internal Revenue Code.

     Section 9.     Compensation and Expenses of Trustee.
                    -------------------------------------

     Company shall pay all administrative and Trustee's fees and expenses.
If not so paid, the fees and expenses shall be paid from the Trust.

     Section 10.    Resignation and Removal of Trustee.
                    -----------------------------------

          (a)  Trustee may resign at any time by written notice to Company,
which shall be effective _________ [insert number] days after receipt of
such notice unless Company and Trustee agree otherwise.

          (b)  Trustee may be removed by Company on _________ [insert
number] days notice or upon shorter notice accepted by Trustee.

          (c)  Upon a Change of Control, as defined herein, Trustee may not
be removed by Company for _________ [insert number] year(s).

          (d)  If Trustee resigns within _________ [insert number] year(s)
after a Change of Control, as defined herein, Company shall apply to a
court of competent jurisdiction for the appointment of a successor Trustee
or for instructions.

          (e)  If Trustee resigns or is removed within ________ [insert
number] year(s) of a Change of Control, as defined herein, Trustee shall
select a successor Trustee in accordance with the provisions of Section
11(b) hereof prior to the effective date of Trustee's resignation or
removal.

          (f)  Upon resignation or removal of Trustee and appointment of a
successor Trustee, all assets shall subsequently be transferred to the
successor Trustee.  The transfer shall be completed within _________
[insert number] days after receipt of notice of resignation, removal or
transfer, unless Company extends the time limit.

          (g)  If Trustee resigns or is removed, a successor shall be
appointed, in accordance with Section 11 hereof, by the effective date of
resignation or removal under paragraphs (a) or (b) of this section.  If no
such appointment has been made, Trustee may apply to a court of competent
jurisdiction for appointment of a successor or for instructions.  All
expenses of Trustee in connection with the proceeding shall be allowed as
administrative expenses of the Trust.

     Section 11.    Appointment of Successor.
                    -------------------------

          (a)  If Trustee resigns or is removed in accordance with Section
10(a) or (b) hereof, Company may appoint any third party, such as a bank
trust department or other party that may be granted corporate trustee
powers under state law, as a successor to replace Trustee upon resignation
or removal.  The appointment shall be effective when accepted in writing by
the new Trustee, who shall have all of the rights and powers of the former
Trustee, including ownership rights in the Trust assets. The former Trustee
shall execute any instrument necessary or reasonably requested by Company
or the successor Trustee to evidence the transfer.

          (b)  If Trustee resigns or is removed pursuant to the provisions
of Section 10(e) hereof and selects a successor Trustee, Trustee may
appoint any third party such as a bank trust department or other party that
may be granted corporate trustee powers under state law.  The appointment
of a successor Trustee shall be effective when accepted in writing by the
new Trustee.  The new Trustee shall have all the rights and powers of the
former Trustee, including ownership rights in Trust assets.  The former
Trustee shall execute any instrument necessary or reasonably requested by
the successor Trustee to evidence the transfer.

          (c)  The successor Trustee need not examine the records and acts
of any prior Trustee and may retain or dispose of existing Trust assets,
subject to Sections 7 and 8 hereof.  The successor Trustee shall not be
responsible for and Company shall indemnify and defend the successor
Trustee from any claim or liability resulting from any action or inaction
of any prior Trustee or from any other past event, or any condition
existing at the time it becomes successor Trustee.

     Section 12.    Amendment or Termination.
                    -------------------------

          (a)  This Trust Agreement may be amended by a written instrument
executed by Trustee and Company.  Notwithstanding the foregoing, no such
amendment shall conflict with the terms of the Plans or shall make the
Trust revocable after it has become irrevocable in accordance with Section
1(b) hereof.

          (b)  The Trust shall not terminate until the date on which Plan
participants and their beneficiaries are no longer entitled to benefits
pursuant to the terms of the Plans, unless sooner revoked or terminated in
accordance with Section 1(b) or Section 12(c) hereof.  Upon termination of
the Trust, any assets remaining in the Trust shall be returned to Company.

          (c)  Upon written approval of participants or beneficiaries
entitled to payment of benefits pursuant to the terms of the Plans, Company
may terminate this Trust prior to the time all benefit payments under the
Plans have been made.  All assets in the Trust at termination shall be
returned to Company.

     Section 13.    Miscellaneous.
                    --------------

          (a)  Any provision of this Trust Agreement prohibited by law
shall be ineffective to the extent of any such prohibition, without
invalidating the remaining provisions hereof.

          (b)  Benefits payable to Plan participants and their
beneficiaries under this Trust Agreement may not be anticipated, assigned
(either at law or in equity), alienated, pledged, encumbered or subjected
to attachment, garnishment, levy, execution or other legal or equitable
process.

          (c)  This Trust Agreement shall be governed by and construed in
accordance with the laws of the State of Louisiana.

          (d)  For purposes of this Trust, Change of Control shall mean:

               (i)  the purchase or other acquisition by any person, entity
or group of persons of beneficial ownership of thirty percent (30%) or more
of either (1) the outstanding shares of common stock; or (2) the combined
voting power of Company's then outstanding voting securities entitled to
vote generally; or

               (ii) the approval by the stockholders of Company of a
reorganization, merger, or consolidation with respect to which persons who
were stockholders of Company immediately prior to such reorganization,
merger or consolidation do not, immediately thereafter, own more than fifty
percent (50%) of the combined voting power entitled to vote; or

               (iii)     a liquidation or dissolution of Company or of the
sale of all or substantially all of Company's assets.

     Section 14.    Effective Date.
                    ---------------

     The effective date of this Trust Agreement shall be _______________,
2000.













WITNESSES:                         TRUSTEE:
                                   ____________________________________



_______________________________    By:
                                   _________________________________


_______________________________


                                   COMPANY:
                                   PETROLEUM HELICOPTERS, INC.


_______________________________    By:________________________________
                                      Carroll W. Suggs
                                      Chairman of the Board and
_______________________________       Chief Executive Officer




                         ACKNOWLEDGMENT



STATE OF LOUISIANA

PARISH OF ____________________


     BE IT KNOWN, that on this _____ day of _________________, __________,

before me, the undersigned Notary Public, duly commissioned, qualified and

sworn within and for the State and Parish aforesaid, personally came and

appeared Carroll C. Suggs, to me known to be the duly authorized Chairman

of the Board and Chief Executive Officer of Petroleum Helicopters, Inc.,

who executed the above and foregoing instrument, who declared and

acknowledged to me, Notary, in the presence of the undersigned competent

witnesses, that she executed the above and foregoing instrument of her own

free will, as her own act and deed, for the uses, purposes and benefits

therein expressed on behalf of Petroleum Helicopters, Inc., and in the

capacity therein stated.


WITNESSES:                          PETROLEUM HELICOPTERS, INC.


__________________________________  BY:_________________________________
                                        Carroll W. Suggs, Chairman of the
                                        Board and Chief Executive
__________________________________      Officer





                 ______________________________
                         NOTARY PUBLIC




                         ACKNOWLEDGMENT



STATE OF LOUISIANA

PARISH OF ____________________


     BE IT KNOWN, that on this _____ day of _________________, __________,

before me, the undersigned Notary Public, duly commissioned, qualified and

sworn within and for the State and Parish aforesaid, personally came and

appeared _________________________________, to me known to be the duly

authorized _________________________________ of Whitney Bank, who executed

the above and foregoing instrument, who declared and acknowledged to me,

Notary, in the presence of the undersigned competent witnesses, that he

executed the above and foregoing instrument of his own free will, as his

own act and deed, for the uses, purposes and benefits therein expressed on

behalf of Whitney National Bank., and in the capacity therein stated.

WITNESSES:                          WHITNEY NATIONAL BANK

__________________________________  BY:
                                    _________________________________

__________________________________



             _____________________________________
                         NOTARY PUBLIC

</TEXT>
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<TYPE>EX-27
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Petroleum
Helicopters, Inc.'s condensed consolidated financial statements for the nine
months ended September 30, 2000 and the nine months ended September 30, 1999 and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000

<S>                             <C>                     <C>
<PERIOD-TYPE>                   9-MOS                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-2000             DEC-31-1999
<PERIOD-END>                               SEP-30-2000             SEP-30-1999
<CASH>                                             122                       0
<SECURITIES>                                         0                       0
<RECEIVABLES>                                   42,391                       0
<ALLOWANCES>                                         0                       0
<INVENTORY>                                     41,250                       0
<CURRENT-ASSETS>                                88,183                       0
<PP&E>                                         124,864                       0
<DEPRECIATION>                                       0                       0
<TOTAL-ASSETS>                                 215,989                       0
<CURRENT-LIABILITIES>                           41,770                       0
<BONDS>                                         57,123                       0
<PREFERRED-MANDATORY>                                0                       0
<PREFERRED>                                          0                       0
<COMMON>                                           516                       0
<OTHER-SE>                                      90,618                       0
<TOTAL-LIABILITY-AND-EQUITY>                   215,989                       0
<SALES>                                              0                       0
<TOTAL-REVENUES>                               168,658                 166,830
<CGS>                                                0                       0
<TOTAL-COSTS>                                  157,743                 156,244
<OTHER-EXPENSES>                                     0                       0
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                               4,312                   4,306
<INCOME-PRETAX>                                (3,687)                 (6,290)
<INCOME-TAX>                                     (922)                 (2,520)
<INCOME-CONTINUING>                            (2,765)                 (3,770)
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                   (2,765)                 (3,770)
<EPS-BASIC>                                     (0.54)                  (0.73)
<EPS-DILUTED>                                   (0.54)                  (0.73)


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