<SUBMISSION>
<ACCESSION-NUMBER>0000950134-02-005462
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20020331
<FILING-DATE>20020514
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>PETROLEUM HELICOPTERS INC
<CIK>0000350403
<ASSIGNED-SIC>4522
<IRS-NUMBER>720395707
<STATE-OF-INCORPORATION>LA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>000-09827
<FILM-NUMBER>02646642
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2001 SE EVANGELINE THRUWAY
<STREET2>-
<CITY>LAFAYETTE
<STATE>LA
<ZIP>70508
<PHONE>-
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>PO BOX 90808
<CITY>LAFAYETTE
<STATE>LA
<ZIP>70509
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>d96798e10-q.txt
<DESCRIPTION>FORM 10-Q FOR QUARTER ENDED MARCH 31, 2002
<TEXT>
<PAGE>

================================================================================

                       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: March 31, 2002

                                       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)

<Table>
<S>                                                      <C>
                   LOUISIANA                                           72-0395707
(STATE OR OTHER JURISDICTION OF INCORPORATION OR         (I.R.S. EMPLOYER IDENTIFICATION NO.)
                 ORGANIZATION)

           2001 SE EVANGELINE THRUWAY
              LAFAYETTE, LOUISIANA                                       70508
    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                           (ZIP CODE)
</Table>

       Registrant's telephone number, including area code: (337) 235-2452


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 April 30, 2002
                 -----                        -----------------------------
          Voting Common Stock                        2,851,866 shares
        Non-Voting Common Stock                      2,452,575 shares


<PAGE>


                           PETROLEUM HELICOPTERS, INC.

                                INDEX - FORM 10-Q

                         Part I - Financial Information

<Table>
<S>      <C>                                                              <C>
Item 1.   Financial Statements - Unaudited
             Consolidated Balance Sheets - March 31, 2002 and
                December 31, 2001 .......................................   3
             Consolidated Statements of Operations - Three Months
                Ended March 31, 2002 and 2001 ...........................   4
             Consolidated Statements of Cash Flows - Three Months
                Ended March 31, 2002 and 2001 ...........................   5
             Notes to Consolidated Financial Statements .................   6

Item 2.   Management's Discussion and Analysis of Financial
             Condition and Results of Operations ........................  10

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 .....................................................  16
</Table>




                                        2
<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (THOUSANDS OF DOLLARS, EXCEPT SHARE DATA)
                                   (UNAUDITED)

<Table>
<Caption>
                                                                  MARCH 31,     DECEMBER 31,
                                                                    2002            2001
                                                                ------------    ------------
<S>                                                             <C>             <C>
                      ASSETS
Current Assets:
    Cash and cash equivalents                                   $      3,292    $      5,435
    Accounts receivable -- net of allowance:
       Trade                                                          41,663          45,361
       Other                                                           1,702           1,649
    Inventory                                                         34,772          34,382
    Other current assets                                               6,803           5,799
                                                                ------------    ------------
                Total current assets                                  88,232          92,626

Property and equipment, net                                          120,797         122,168
Other                                                                 10,442          10,851
                                                                ------------    ------------
                  Total Assets                                  $    219,471    $    225,645
                                                                ============    ============

        LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
    Accounts payable and accrued liabilities                    $     25,910    $     28,247
    Accrued vacation payable                                           6,720           7,020
    Income taxes payable                                                 313           2,428
    Current maturities of long-term debt and capital lease
       obligations                                                    10,178           7,944
                                                                ------------    ------------
                Total current liabilities                             43,121          45,639
                                                                ------------    ------------

Long-term debt and capital lease obligations, net of current
    maturities                                                        53,672          58,672
Deferred income taxes                                                 17,640          17,612
Other long-term liabilities                                           10,297          11,850
Commitments and contingencies (Note 3)

Shareholders' Equity:
    Voting common stock -- par value of $0.10;
    authorized shares of 12,500,000                                      285             285
    Non-voting common stock -- par value of $0.10;
    authorized shares of 12,500,000                                      244             241
    Additional paid-in capital                                        13,716          13,327
    Accumulated other comprehensive loss                              (1,575)         (2,030)
    Retained earnings                                                 82,071          80,049
                                                                ------------    ------------
                Total shareholders' equity                            94,741          91,872
                                                                ------------    ------------
                   Total Liabilities and Shareholders' Equity   $    219,471    $    225,645
                                                                ============    ============
</Table>

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



                                       3
<PAGE>


                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<Table>
<Caption>
                                                     QUARTER ENDED
                                                       MARCH 31,
                                              ---------------------------
                                                  2002           2001
                                              ------------   ------------
<S>                                           <C>            <C>

Operating revenues                            $     66,858   $     63,259
Gain on disposition of property
    and equipment                                      563          2,031
Other                                                   66             --
                                              ------------   ------------
                                                    67,487         65,290
                                              ------------   ------------

Expenses:
    Direct expenses                                 58,093         58,816
    Selling, general, and
        administrative expenses                      4,713          4,680
     Interest expense                                1,308          1,721
                                              ------------   ------------
                                                    64,114         65,217
                                              ------------   ------------

Earnings before income taxes                         3,373             73
Income taxes                                         1,345             27
                                              ------------   ------------
Net earnings                                  $      2,028   $         46
                                              ============   ============

Weighted average common shares
  outstanding:
    Basic                                            5,278          5,167
    Diluted                                          5,387          5,226

Net earnings per common share:
    Basic                                     $       0.38   $       0.01
    Diluted                                   $       0.38   $       0.01
</Table>

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


                                       4
<PAGE>


                  PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (THOUSANDS OF DOLLARS)
                                   (UNAUDITED)

<Table>
<Caption>
                                                             THREE MONTHS ENDED
                                                                  MARCH 31,
                                                        ----------------------------
                                                            2002            2001
                                                        ------------    ------------
<S>                                                     <C>             <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net earnings                                        $      2,028    $         46
    Adjustments to reconcile net earnings to net cash
       provided by operating activities:
        Depreciation                                           3,853           4,036
        Deferred income taxes                                     28            (189)
        Gain on asset dispositions                              (563)         (2,031)
        Other                                                    157             273
    Changes in operating assets and liabilities               (2,544)         (1,450)
                                                        ------------    ------------
Net cash provided by operating activities                      2,959             685
                                                        ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Proceeds from notes receivable                               243              63
    Purchase of property and equipment                        (5,283)         (8,157)
    Proceeds from asset dispositions                           2,388           8,447
                                                        ------------    ------------
Net cash provided by (used in) investing activities           (2,652)            353
                                                        ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from long-term debt                                  --           2,500
    Payments on long-term debt                                (2,766)           (269)
    Proceeds from exercise of stock options                      316              --
                                                        ------------    ------------
Net cash provided by  (used in) financing activities          (2,450)          2,231
                                                        ------------    ------------

Increase (decrease) in cash and cash equivalents              (2,143)          3,269
Cash and cash equivalents, beginning of period                 5,435             863
                                                        ------------    ------------
Cash and cash equivalents, end of period                $      3,292    $      4,132
                                                        ============    ============
</Table>

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



                                       5
<PAGE>


              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"). 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 Annual Report on Form 10-K
for the year ended December 31, 2001 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 Annual Report on Form 10-K for the year ended
December 31, 2001. 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. SEGMENT INFORMATION

The Company has identified four principal segments: Domestic Oil and Gas,
International, Aeromedical, and Technical Services. The Domestic Oil and Gas
segment primarily provides helicopter services to oil and gas customers
operating in the Gulf of Mexico. The International segment provides helicopters
in various foreign countries to oil and gas customers, which primarily consists
of operations in the west coast of Africa. The Aeromedical segment provides
helicopter services to hospitals and medical programs in several U.S. states.
The Company's AirEvac subsidiary is included in the Aeromedical segment. The
Technical Services segment provides helicopter repair and overhaul services for
a variety of helicopter owners and operators.

Beginning late 2001, the Company changed the strategic focus of Technical
Services from providing maintenance and overhaul services to all customers, to
providing such services only to customers that are currently serviced by the
Company's helicopter operations. The Company also plans to fulfill a contractual
obligation to provide maintenance to certain military aircraft.

Segment operating income is operating revenues less direct expenses, selling,
general, and administrative costs, and interest expense allocated 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.


                                       6
<PAGE>


Summarized financial information concerning the Company's reportable operating
segments for the quarters ended March 31, 2002 and 2001 is as follows (in
thousands):


<Table>
<Caption>
                                                    QUARTER ENDED
                                                      MARCH 31,
                                              ----------------------------
                                                  2002            2001
                                              ------------    ------------
<S>                                           <C>             <C>
Segment operating revenues
     Domestic Oil and Gas                     $     41,933    $     39,966
     International                                   6,189           5,839
     Aeromedical                                    11,706          11,939
     Technical Services                              7,030           5,515
                                              ------------    ------------
Total operating revenues                      $     66,858    $     63,259
                                              ============    ============

Segment operating profit (loss)
     Domestic Oil and Gas                     $      3,749    $        691
     International                                     625            (460)
     Aeromedical                                     1,253             920
     Technical Services                                858             632
                                              ------------    ------------
         Total segment operating profit
           (loss)                                    6,485           1,783
Other, net (1)                                         629           2,031
Unallocated overhead                                (3,741)         (3,741)
                                              ------------    ------------
            Earnings before income taxes      $      3,373    $         73
                                              ============    ============
</Table>

     (1)  Includes gains on disposition of property and equipment and other
          income.

3. COMMITMENTS AND CONTINGENCIES

Environmental Matters -- The Company has an aggregate estimated liability of
$1.8 million as of March 31, 2002, for environmental remediation costs that are
probable and estimable. The Company has conducted environmental surveys of its
Lafayette facility, which it recently vacated, and has determined that
contamination exists at that facility. To date, borings have been installed to
determine the type and extent of contamination. Preliminary results indicate
limited soil and groundwater impacts. Once the extent and type of contamination
are fully defined, a risk evaluation in accordance with regulatory standards
will be submitted and evaluated by a the appropriate agency. At that point, the
regulatory agency will establish what cleanup standards must be met at the site.
When the process is complete, the Company will be in a position to develop the
appropriate remediation plan and the resulting cost of remediation. The Company
has not recorded any estimated liability for remediation at the facility, but
based on preliminary surveys and ongoing monitoring, the Company believes the
ultimate remediation costs for the Lafayette facility will not be material.

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. 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.


                                       7
<PAGE>


Long-Term Debt -- At March 31, 2002, $44.5 million was outstanding on the
Company's revolving credit facility and $16.3 million outstanding on its term
debt facility. In addition, the Company carried a $1.6 million liability related
to interest rate swap agreements.

On April 23, 2002, the Company issued $200 million of senior unsecured notes
("Notes"). The Notes carry an interest rate of 9 3/8% payable semi-annually on
May 1 and November 1 of each year, beginning November 1, 2002, and mature in May
2009. The Notes contain certain covenants, including limitations on
indebtedness, liens, dividends, repurchases of capital stock and other payments
affecting restricted subsidiaries, issuance and sales of restricted subsidiary
stock, dispositions of proceeds of asset sales and mergers and consolidations or
sales of assets.

The Company received proceeds of $133.2 million after payment of fees, and
payment of the outstanding amounts due under the bank credit facilities,
including settlement of the swap agreements. The remaining proceeds received are
to be used to purchase aircraft under existing aircraft lease agreements. As of
May 7, 2002, the Company had purchased 79 of 103 aircraft under lease for $93.6
million.

Also on April 23, 2002, the Company entered into a new credit agreement with a
commercial bank for a $50 million revolving credit and letter of credit
facility. The credit agreement permits both prime rate based borrowings and
"LIBOR" rate borrowings plus a spread. The spread for LIBOR borrowings is from
2.0% to 3.0%. Any amounts outstanding under the revolving credit facility are
due July 31, 2004. The Company will pay an annual 0.375% commitment fee on the
unused portion of the revolving credit facility. The Company may also obtain
letters of credit issued under the credit facility up to $5 million with a
0.125% fee payable on the amount of letters of credit issued. As of April 29,
2002, the Company had no amounts outstanding under the revolving credit
facility.

The Company is subject to certain financial covenants under the credit
agreement. These covenants include maintaining certain levels of working capital
and shareholders' equity and contain other provisions including a restriction on
purchases of the Company's stock. The credit 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.

Operating Leases -- The Company leases certain aircraft, facilities, and
equipment used in its operations. The related lease agreements, which include
both non-cancelable and month-to-month terms, generally provide for fixed
monthly rentals and, for certain real estate leases, renewal options. At March
31, 2002, the Company had approximately $101.6 million in aggregate lease
commitments under operating leases of which approximately $15.8 million is
payable during the next twelve months. As a result of the issuance of the Notes,
the Company began purchasing aircraft under operating lease agreements as
discussed above.

Purchase Commitments -- At March 31, 2002, the Company had no outstanding
purchase commitments.

4. ACCUMULATED OTHER COMPREHENSIVE INCOME

Following is a summary of the Company's comprehensive income (loss) for the
quarters ended March 31, 2002 and 2001 (in thousands):

<Table>
<Caption>
                                           QUARTER ENDED
                                              MARCH 31,
                                     ---------------------------
                                         2002           2001
                                     ------------   ------------
<S>                                  <C>            <C>
Net earnings                         $      2,028   $         46
Other comprehensive income
  (loss):
     Cumulative effect of adopting
        SFAS No. 133                           --             38
     Unrecognized gain (loss) on
        interest rate swaps                   455           (935)
                                     ------------   ------------
Comprehensive income (loss)          $      2,483   $       (851)
                                     ============   ============
</Table>



                                       8
<PAGE>


5. VALUATION ACCOUNTS

The Company establishes an allowance for doubtful accounts based upon factors
surrounding the credit risk of specific customers, current market conditions,
and other information. The allowance for doubtful accounts was $0.7 million and
$0.4 million at March 31, 2002 and December 31, 2001, respectively.

The Company also establishes valuation reserves related to obsolescent and
excess inventory. The inventory valuation reserves were $4.6 million and $4.3
million at March 31, 2002 and December 31, 2001, respectively.

6. SEVERANCE LIABILITY

At December 31, 2001, the Company carried a severance liability of $0.3 covering
two employees. During the quarter ended March 31, 2002, the Company recorded
costs of approximately $1.3 million related to a plan of termination and early
retirement covering approximately 37 employees. At March 31, 2002, the Company
carried severance liabilities of $1.0 million of which approximately $0.3
million was paid in April 2002. The Company expects to pay the remaining
severance liability, covering nine employees, over the next 15 months. The
Company expects that it will incur approximately $0.4 million of additional
severance costs in the second quarter of 2002 as additional employees accept the
early retirement plan.

7. NEW ACCOUNTING PRONOUNCEMENTS

On June 29, 2001, Statement of Financial Accounting Standards ("SFAS") No. 142,
"Goodwill and Other Intangible Assets" was approved by the Financial Accounting
Standards Board ("FASB"). SFAS No. 142 changes the accounting for goodwill from
an amortization method to an impairment-only approach. Amortization of goodwill,
including goodwill recorded in past business combinations, ceased upon adoption
of this statement. The Company had implemented SFAS No. 142 on January 1, 2002.
The implementation had no material impact on the Company's consolidated
financial position or results of operation.

SFAS No. 143, Accounting for Asset Retirement Obligations, requires the
recording of liabilities for all legal obligations associated with the
retirement of long-lived assets that result from the normal operation of those
assets. These liabilities are required to be recorded at their fair values
(which are likely to be the present values of the estimated future cash flows)
in the period in which they are incurred. SFAS No.143 requires the associated
asset retirement costs to be capitalized as part of the carrying amount of the
long-lived asset. The asset retirement obligation will be accreted each year
through a charge to expense. The amounts added to the carrying amounts of the
assets will be depreciated over the useful lives of the assets. The Company is
required to implement SFAS No. 143 on January 1, 2003, and does not expect that
this statement will have a material impact on its consolidated financial
position or results of operations.

SFAS No. 144, Accounting for the Impairment or Disposal of Long-lived Assets,
promulgates standards for measuring and recording impairments of long-lived
assets. Additionally, this standard establishes requirements for classifying an
asset as held for sale, and changes existing accounting and reporting standards
for discontinued operations and exchanges for long-lived assets. The Company
implemented SFAS No. 144 on January 1, 2002. The implementation of this standard
did not have a material effect on the Company's financial position or results of
operations.



                                       9
<PAGE>


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 Annual Report on Form 10-K for the year ended December 31,
2001.

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", "goals", "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, operating hazards, risks
related to international operations, the ability to obtain insurance, 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. PHI undertakes no obligation to update
publicly any forward-looking statements, whether as a result of new information,
future events, or otherwise.

OVERVIEW

Total revenues during the first quarter of 2002 reflected improvement over the
first quarter of 2001 due to rate increases, which the Company announced in
January 2001 and May 2001. The Company continues to incorporate those rate
increases upon customer contract renewals and expects the implementation to be
substantially complete in 2002. The improvement in earnings is primarily a
result of those rate increases and decreased expense. The Company recorded $1.3
million of severance cost in the first quarter related to a plan of termination
and early retirement. The Company also experienced decreased flight activity in
the first quarter of 2002, compared to the same quarter of 2001, primarily
because of decreased oil and gas activity in the Gulf of Mexico.

On April 23, 2002, the Company issued senior unsecured notes ("Notes") of $200
million. The Notes have an interest rate of 9 3/8% and are due May 1, 2009. The
proceeds from the offering were used to retire $62.4 million of existing bank
debt and swap agreements. In addition, the Company expects to use approximately
$125 million of the proceeds to acquire substantially all of the aircraft that
the Company leases. As of May 7, 2002, the Company has exercised early purchase
provisions or reached agreement for the acquisition of 79 aircraft of a total of
103 aircraft, and expects to complete the acquisition of substantially all of
the remaining aircraft under leases in the second quarter 2002. Also on April
23, 2002, as discussed in Liquidity and Capital Resources of this Management's
Discussion and Analysis of Financial Condition and Results of Operations, the
Company entered into a new $50 million revolving credit facility with a
commercial bank.



                                       10
<PAGE>


As a result of the Notes issuance and the purchases of the leased aircraft, the
Company will incur increased interest and depreciation expense and decreased
aircraft rent expense. Additionally, the Company will recognize a $2.0 million
charge against earnings in the second quarter of 2002 related to the retirement
of the Company's existing bank debt and the settlement of the swap agreements.
Although, the Company expects that these transactions will reduce earnings
before income taxes by approximately $0.8 million per quarter, management
believes that these transactions will result in improved overall liquidity of
the Company over the next several years, which will allow the Company to pursue
earnings growth opportunities.

RESULTS OF OPERATIONS

The following tables present certain non-financial operational statistics for
the quarters ended March 31, 2002 and 2001:

<Table>
<Caption>
                                          QUARTER ENDED
                                            MARCH 31,
                                   ---------------------------
                                       2002           2001
                                   ------------   ------------
<S>                                <C>            <C>
FLIGHT HOURS:
     Domestic Oil and Gas                31,460         36,208
     International                        4,926          5,693
     Aeromedical                          4,724          5,281
     Other                                   41            141
                                   ------------   ------------
                  Total                  41,151         47,323
                                   ============   ============

AIRCRAFT OPERATED AT PERIOD END:
     Domestic Oil and Gas                   175            196
     International                           21             28
     Aeromedical                             39             43
                                   ------------   ------------
                  Total                     235            267
                                   ============   ============
</Table>


QUARTER ENDED MARCH 31, 2002 COMPARED WITH QUARTER ENDED MARCH 31, 2001

Combined Operations

Operating revenues were $66.9 million for the quarter ended March 31, 2002 as
compared to $63.3 million for the quarter ended March 31, 2001. The increase of
$3.6 million was primarily due to customer rate increases that the Company began
implementing in January 2001 and May 2001. The number of aircraft at March 31,
2002 declined to 235 as compared to 267 at March 31, 2001. Flight hours for the
three months ended March 31, 2002 were down by 6,172 hours as compared to the
three months ended March 31, 2001. The decrease in flight hours was due to lower
flight activity, which in turn was due to decreased oil and gas activities in
the Gulf of Mexico.

The Company's net earnings for the quarter was $2.0 million compared to less
than $0.1 million in the same period in the prior year. Earnings before tax for
the quarter were $3.4 million compared to $0.1 million in the same period of the
prior year. Earnings per diluted share for the quarter were $0.38 as compared to
$0.01 per diluted share in the same quarter prior year. The improvement in
earnings from operations is due primarily to the rate increase implemented May
2001 and lower aircraft maintenance and repair and fuel costs in the first
quarter of 2002. Severance costs of $1.3 million in the first quarter of 2002,
compared to $0.3 million in the same period of 2001, partially offset the
reduction in costs.


                                       11
<PAGE>


Domestic Oil and Gas

Domestic Oil & Gas segment revenues increased 4.9% to $41.9 million for the
quarter ended March 31, 2002 compared to $40.0 million during the same period in
the prior year. The increase was primarily due to the customer rate increases
that the Company began implementing in January 2001 and May 2001. The decline in
flight activity partially offset the increase.

The Domestic Oil & Gas segment had $3.7 million operating income for the quarter
compared to $0.7 million operating income for the same period in 2001. Operating
margin of 8.9% for the first quarter compares to 1.7% for the same quarter in
the prior year. The customer rate increases along with lower maintenance and
repair and fuel costs helped to increase operating income.

International

International segment revenues increased 6.0% to $6.2 million for the quarter
ended March 31, 2002 compared to $5.8 million during the same period in the
prior year. The increase was primarily due to operations in Taiwan and customer
rate increases that the Company began implementing in January 2001 and May 2001.
A decline in flight activity in West Africa partially offset the increase.

The International segment had $0.6 million operating income for the quarter
compared to a $0.5 million operating loss for the same period in 2001. Operating
margin of 10.1% for the first quarter compares to (7.9)% for the same quarter in
the prior year. Customer rate increases along with decreased maintenance and
repairs and fuel costs helped increase operating income.

Aeromedical

Aeromedical segment revenues decreased 2.0% to $11.7 million for the quarter
ended March 31, 2002 compared to $11.9 million during the same period in the
prior year. The decrease in revenues is primarily attributable to the December
31, 2001 termination of a contract with an aeromedical customer. Revenues from
that customer were $0.9 million in the first quarter of 2001. Increased customer
rates on certain aeromedical contracts partially offset the decrease.

The Aeromedical segment operating income was $1.3 million for the quarter
compared to $0.9 million for the same period in 2001. Operating margin was 10.7%
for the quarter and compares to 7.7% for the same quarter in 2001. The increase
in operating income is attributable to the increased customer rates and lower
repair and maintenance and fuel costs.

Technical Services

Technical Services segment revenues for the quarter ended March 31, 2002 were
$7.0 million compared to $5.5 million in the prior year, an increase of 27.5%.
During the quarter, the Company recorded $1.7 million of revenue for the
reconditioning and reconfiguration of a helicopter for a customer. During the
second quarter of 2002, the Company expects to complete reconditioning and
reconfiguration of a second helicopter for the same customer.

Technical Services operating income improved to $0.9 million for the quarter
compared to $0.6 million for the same quarter in 2001. The operating margin was
12.2% in the current year quarter and 11.5% in the prior year quarter. The
increase in operating income was primarily attributable to increased revenue
from ongoing contracts to provide maintenance to certain military aircraft.

Excluding approximately $2.9 million of revenue expected on the above-mentioned
reconditioning and reconfiguration work on the second helicopter, the Company
expects revenue from this segment to decrease


                                       12
<PAGE>


for the remainder of 2002. During 2001, the Company changed the strategic focus
of Technical Services from providing maintenance and overhaul services to all
customers to only those customers that are currently serviced by the Company's
helicopter operations. The Company implemented this change to allow the
Technical Services segment to focus on the Company's aircraft and components.
The Company also plans to fulfill its obligation to provide maintenance to
certain military aircraft.

OTHER INCOME AND LOSSES

Gains on property and equipment dispositions were $0.6 million in the first
quarter of 2002 as compared to $2.0 million in the first quarter of 2001. The
Company also had interest income of less than $0.1 million in the first quarter
of 2002.

DIRECT EXPENSES

Direct expenses for the quarter ended March 31, 2002 decreased by 1.2% to $58.1
million compared to $58.8 million in the same period in the prior year.
Excluding Technical Services costs and severance costs, direct expenses
decreased by $2.8 million primarily as the result of lower aircraft maintenance
and repairs and fuel costs. A $1.3 million increase in Technical Services costs,
which primarily related to the completion of the long-term contract to
recondition and reconfigure a helicopter for a customer, partially offset the
decrease in direct expenses. Direct expenses for the first quarter of 2002 also
included severance cost of $1.1 million related to a plan of termination and
early retirement compared to $0.3 million for the severance included in direct
expenses in the same period of the prior year.

Depreciation expense included in direct expenses for the quarter ended March 31,
2002 was $3.5 million compared to $3.6 million in the prior year. Total
depreciation expense was $3.9 million and $4.0 million for the same two periods,
respectively.

As a result of the Notes issuance and the purchases of the leased aircraft, the
Company expects that the effect on direct expenses will be to increase quarterly
depreciation expense by approximately $1.4 million and to decrease aircraft rent
expense by approximately $4.0 million per quarter. Also, as discussed in
Interest Expense below, the Company expects interest expense to increase by
approximately $3.4 million per quarter.

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES

Selling, general, and administrative expenses for each of the quarters ended
March 31, 2002 and March 31, 2001 were $4.7 million. Selling, general, and
administrative expenses for the first quarter of 2002 included severance costs
of $0.2 million related to a plan of termination and early retirement. Decreased
legal expenditures were offset by the severance costs and increases related to
the ongoing review and conversion of the Company's accounting, inventory, and
other systems.

INTEREST EXPENSE

Interest expense for the quarter ended March 31, 2002 decreased to $1.3 million
from $1.7 million in the prior year. The decrease is due primarily to lower debt
and the decline of general short-term interest rates on which a portion of the
Company's interest on debt is based.

As a result of the $200 million Note issuance and related debt repayment, the
Company expects interest expense to increase by approximately $3.4 million per
quarter. Additionally, the Company will recognize a $2.0 million charge to
earnings in the second quarter of 2002 related to its debt repayment and
settlement of its swap agreements.


                                       13
<PAGE>


INCOME TAXES

Income tax expense for the quarter ended March 31, 2002 was $1.3 million
compared to less than $0.1 million for the quarter ended March 31, 2001. The
effective tax-rate was 39.9% for the quarter ended March 31, 2002 and 37.0% for
the quarter ended March 31, 2001. The increase in the effective tax rate is
primarily due to increased permanent book and tax differences and higher state
taxes for the Company's Arizona operations.

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash position on March 31, 2002 was $3.3 million compared to $5.4
million at December 31, 2001. Working capital decreased $1.9 million to $45.1
million at March 31, 2002 from $47.0 million at December 31, 2001. Net cash of
$3.0 million provided by operating activities during 2002 and $2.4 million of
asset sales funded debt service requirements and capital expenditures.

Total long-term debt, including capital lease commitments and the current
portion of debt and lease commitments, decreased $2.8 million from December 31,
2001 to $63.9 million at March 31, 2002. At March 31, 2002, $16.3 million was
outstanding on the secured term credit facility, and $44.5 million was
outstanding on the revolving credit facility. The interest rate payable on these
facilities is LIBOR plus 2.5%, an effective rate of 6.58% at April 23, 2002
including the effect of interest rate swaps.

On April 23, 2002, the Company issued $200 million of senior unsecured notes
("Notes"). The Notes carry an interest rate of 9 3/8% payable semi-annually on
May 1 and November 1 of each year, beginning November 1, 2002, and mature in May
2009. The Notes contain certain covenants, including limitations on
indebtedness, liens, dividends, repurchases of capital stock and other payments
affecting restricted subsidiaries, issuance and sales of restricted subsidiary
stock, dispositions of proceeds of asset sales and mergers and consolidations or
sales of assets.

Proceeds from the Note issuance were used to retire the $16.3 million term
credit facility and the $44.5 million revolving credit facility and to terminate
the related interest rate swap agreements. In addition, the Company expects to
use approximately $125 million of the proceeds to acquire substantially all of
the aircraft that the Company leases. As of May 7, 2002, the Company has
exercised early purchase provisions or reached agreement for the acquisition of
79 aircraft of a total of 103 aircraft for $93.6 million.

Also, on April 23, 2002, the Company executed a new credit agreement with a
commercial bank for a $50 million revolving credit facility. As of April 29,
2002, the Company had no amounts outstanding under this new credit facility.

Capital expenditures in the first quarter of 2002 totaled $5.3 million and
included approximately $3.1 million for aircraft refurbishments and $0.7 million
for the exercise of a purchase option on a leased aircraft.

The Company believes that cash flow from operations will be sufficient to fund
required interest payments on the Notes and capital expenditures during 2002.

ENVIRONMENTAL MATTERS

The Company has an aggregate estimated liability of $1.8 million as of March 31,
2002, for environmental remediation costs that are probable and estimable. The
Company has conducted environmental surveys


                                       14
<PAGE>


of its Lafayette facility, which it vacated in 2001, and has determined that
contamination exists at that facility. To date, borings have been installed to
determine the type and extent of contamination. Preliminary results indicate
limited soil and groundwater impacts. Once the extent and type of contamination
are fully defined, a risk evaluation in accordance with regulatory standards
will be submitted and evaluated by the appropriate agency. At that point, the
regulatory agency will establish what cleanup standards must be met at the site.
When the process is complete, the Company will be in a position to develop the
appropriate remediation plan and the resulting cost of remediation. The Company
has not recorded any estimated liability for remediation at the site, but based
on preliminary surveys and ongoing monitoring, the Company believes the ultimate
remediation costs for the Lafayette facility will not be material.

NEW ACCOUNTING PRONOUNCEMENTS

On June 29, 2001, Statement of Financial Accounting Standards ("SFAS") No. 142,
"Goodwill and Other Intangible Assets" was approved by the Financial Accounting
Standards Board ("FASB"). SFAS No. 142 changes the accounting for goodwill from
an amortization method to an impairment-only approach. Amortization of goodwill,
including goodwill recorded in past business combinations, ceased upon adoption
of this statement. The Company had implemented SFAS No. 142 on January 1, 2002.
The implementation had no material impact on the Company's consolidated
financial position or results of operation.

SFAS No. 143, Accounting for Asset Retirement Obligations, requires the
recording of liabilities for all legal obligations associated with the
retirement of long-lived assets that result from the normal operation of those
assets. These liabilities are required to be recorded at their fair values
(which are likely to be the present values of the estimated future cash flows)
in the period in which they are incurred. SFAS No.143 requires the associated
asset retirement costs to be capitalized as part of the carrying amount of the
long-lived asset. The asset retirement obligation will be accreted each year
through a charge to expense. The amounts added to the carrying amounts of the
assets will be depreciated over the useful lives of the assets. The Company is
required to implement SFAS No. 143 on January 1, 2003, and does not expect that
this statement will have a material impact on its consolidated financial
position or results of operations.

SFAS No. 144, Accounting for the Impairment or Disposal of Long-lived Assets,
promulgates standards for measuring and recording impairments of long-lived
assets. Additionally, this standard establishes requirements for classifying an
asset as held for sale, and changes existing accounting and reporting standards
for discontinued operations and exchanges for long-lived assets. The Company
implemented SFAS No. 144 on January 1, 2002. The implementation of this standard
did not have a material effect on the Company's financial position or results of
operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a result of an increase in market interest rates, the estimated fair value of
the Company's interest rate swaps changed from a $2.0 million liability at
December 31, 2001 to a $1.6 million liability at March 31, 2002. On April 23,
2002, the Company settled the interest rate swaps for $1.6 million, excluding
accrued interest. There were no other material changes to the Company's
disclosures regarding derivatives in its Form 10-K for the year ended December
31, 2001.

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.


                                       15
<PAGE>


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 as amended.

         10.1     Second Amended and Restated Loan Agreement among Petroleum
                  Helicopters, Inc., and Bank of America, NA, Whitney National
                  Bank, Bank One, NA, and Bank of America, N.A. as Agent, and
                  Letter of Credit Issuing Bank dated July 3, 2001 (incorporated
                  by reference to Exhibit 10.23 to PHI's Report on Form 10-Q
                  dated June 30, 2001).

         10.2     First Amendment to Second Amended and Restated Loan Agreement
                  and Limited Waiver (incorporated by reference to Exhibit 10.10
                  to PHI's Report on Form 10-K dated December 31, 2001).

(b)      Reports on Form 8-K
         No reports were filed on Form 8-K during the quarter ended March 31,
         2002.


                                   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.


May 14, 2002                           By: /s/ Michael J. McCann
                                           ------------------------------------
                                           Michael J. McCann
                                           Chief Financial Officer and Treasurer




                                       16
<PAGE>


                               INDEX TO EXHIBITS

<Table>
<Caption>
EXHIBIT
NO.             DESCRIPTION
-------         -----------
<S>             <C>

 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 as amended.

 10.1           Second Amended and Restated Loan Agreement among Petroleum
                Helicopters, Inc., and Bank of America, NA, Whitney National
                Bank, Bank One, NA, and Bank of America, N.A. as Agent, and
                Letter of Credit Issuing Bank dated July 3, 2001 (incorporated
                by reference to Exhibit 10.23 to PHI's Report on Form 10-Q dated
                June 30, 2001).

 10.2           First Amendment to Second Amended and Restated Loan Agreement
                and Limited Waiver (incorporated by reference to Exhibit 10.10
                to PHI's Report on Form 10-K dated December 31, 2001).
</Table>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1(II)
<SEQUENCE>3
<FILENAME>d96798ex3-1ii.txt
<DESCRIPTION>AMENDED AND RESTATED BY-LAWS
<TEXT>
<PAGE>
                                                                EXHIBIT 3.1 (ii)


                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                           PETROLEUM HELICOPTERS, INC.
                        (AS AMENDED THROUGH MAY 1, 2002)


                               SECTION 1. OFFICES

         1.1 PRINCIPAL OFFICE. The principal office of the Corporation shall be
located at 2001 S.E. Evangeline Thruway, Lafayette, Louisiana 70508.

         1.2 ADDITIONAL OFFICES. The Corporation may have such offices at such
other places as the Corporation's Board of Directors (the "Board") may from time
to time determine or the business of the Corporation may require.

                        SECTION 2. SHAREHOLDERS MEETINGS

         2.1 PLACE OF MEETINGS. Unless otherwise required by law or these
By-laws, all meetings of the shareholders shall be held at the principal office
of the Corporation or at such other place, within or without the State of
Louisiana, as may be designated by the Board.

         2.2 ANNUAL MEETINGS. An annual meeting of the shareholders shall be
held at such date at such time as may be specified by the Board in the call of
the meeting, for the purpose of electing directors and for the transaction of
such other business as may be properly brought before the meeting. If no annual
shareholders' meeting is held for a period of eighteen months, any shareholder
may call such meeting to be held at the registered office of the Corporation as
shown on the records of the Secretary of State of Louisiana.

         2.3 SPECIAL MEETINGS. Special meetings of the shareholders, for any
purpose or purposes, may be called by the Chairman of the Board, the Chief
Executive Officer or the Board, or by the shareholders as provided in the
Articles of Incorporation.

         2.4 NOTICE OF MEETINGS. Except as otherwise provided by law, the
authorized person or persons calling a shareholders' meeting shall cause written
notice of the time, place and purpose of the meeting to be given to all
shareholders entitled to vote at such meeting, at least ten days



<PAGE>

and not more than sixty days prior to the day fixed for the meeting. Notice of
the annual meeting need not state the purpose or purposes thereof, unless action
is to be taken at the meeting as to which notice is required by law or the
By-laws. Notice of a special meeting shall state the purpose or purposes
thereof, and the business conducted at any special meeting shall be limited to
the purpose or purposes stated in the notice.

         2.5 LIST OF SHAREHOLDERS. At every meeting of shareholders, a list of
shareholders entitled to vote, arranged alphabetically and certified by the
Corporation's Secretary or by the agent of the Corporation having charge of
transfers of shares, showing the number and class of shares held by each such
shareholder on the record date for the meeting, shall be produced on the request
of any shareholder.

         2.6 QUORUM. At all meetings of shareholders, the holders of a majority
of the total voting power of the Corporation shall constitute a quorum; provided
that this subsection shall not have the effect of reducing the vote required to
approve or affirm any matter that may be established by law, the Articles of
Incorporation or these By-laws.

         2.7 VOTING. When a quorum is present at any meeting a majority of the
total voting power shall decide each question brought before such meeting,
unless the question is one upon which, by express provision of law or the
Articles of Incorporation, a different vote is required, in which case such
express provision shall govern and control the decision of such question.
Directors shall be elected by plurality vote.

         2.8 PROXIES-GENERAL. At any meeting of the shareholders, every
shareholder having the right to vote shall be entitled to vote in person or by
proxy appointed by an instrument in writing executed by such shareholder and
bearing a date not more than eleven months prior to the meeting, unless the
instrument provides for a longer period, but in no case will an outstanding
proxy be valid for longer than three years from the date of its execution. The
person appointed as proxy need not be a shareholder of the Corporation.

         2.9 EXECUTION OF PROXIES. Any proxy must be executed by a shareholder
or the shareholder's authorized officer, director, employee or agent. Any
signature on a proxy may be affixed by any reasonable means, including but not
limited to facsimile signature.

         2.10 ELECTRONICALLY TRANSMITTED PROXIES. A shareholder may authorize
another person or persons to act for him as proxy by transmitting or authorizing
the transmission of a telegram, cablegram or other means of electronic
transmission to the person who will be the holder of the proxy or



                                      -2-

<PAGE>

to a proxy solicitation firm, proxy support service organization or similar
agent duly authorized by the person who will be the holder of the proxy to
receive such transmission; provided, however, that any such telegram, cablegram
or other means of electronic transmission shall be submitted with information
from which the Corporation may determine that the telegram, cablegram or other
electronic transmission was authorized by the shareholder. If it is determined
that such electronic transmissions are valid, the inspectors or other persons
making that determination shall specify the information upon which they relied.

         2.11 VALIDITY OF COPIES AND OTHER REPRODUCTIONS OF PROXIES. Any copy,
facsimile, telecommunication or other reliable reproduction of the writing or
transmission created pursuant hereto may be substituted or used in lieu of the
original writing or transmission for all purposes for which the original writing
or transmission could be used; provided, however, that such copy, facsimile
telecommunication or other reliable reproduction shall be a complete
reproduction of the entire original writing or transmission.

         2.12 VOTING POWER PRESENT OR REPRESENTED. For purposes of determining
the amount of voting power present or represented at any annual or special
meeting of shareholders with respect to voting on a particular proposal, shares
as to which the proxy holders have been instructed to abstain from voting on the
proposal, and shares that have been precluded from voting (whether by law,
regulations of the Securities and Exchange Commission, rules or by-laws of any
self-regulatory organization or otherwise), will not be treated as present; but
such shares will be counted as present for purposes of determining the existence
of a quorum.

         2.13 ADJOURNMENTS. Adjournments of any annual or special meeting of
shareholders may be taken without new notice being given unless a new record
date is fixed for the adjourned meeting, but any meeting at which directors are
to be elected shall be adjourned only from day to day until such directors shall
have been elected.

         2.14 WITHDRAWAL. If a quorum is present or represented at a duly
organized meeting, such meeting may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum as fixed in Section 2.6 of these By-laws, or the refusal of any
shareholders present to vote.

         2.15 LACK OF QUORUM. If a meeting cannot be organized because a quorum
has not attended, those present may adjourn the meeting to such time and place
as they may determine, subject, however, to the provisions of Section 73C of the
Business Corporation Law of Louisiana. In the case of



                                      -3-

<PAGE>

any meeting called for the election of directors, those who attend the second of
such adjourned meetings, although less than a quorum as fixed in Section 2.6
hereof, shall nevertheless constitute a quorum for the purpose of electing
directors.

         2.16 PRESIDING OFFICER. The Chairman, the Chief Executive Officer and
the President, in that order, or in their absence, a chairman designated by the
Board, shall preside at all shareholders' meetings.

         2.17 DEFINITIONS OF SHAREHOLDER, VOTING POWER AND VOTING POWER PRESENT.
As used in these By-laws, and unless the context otherwise requires, (a) the
term "shareholder" shall mean a person who is (i) the record holder of shares of
the Corporation's voting stock or (ii) a registered holder of any bonds,
debentures or similar obligations granted voting rights by the Corporation
pursuant to La. R.S. 12:75, (b) the term "voting power" shall mean the right
vested by law, these By-laws or the Articles of Incorporation in the
shareholders to vote in the determination of a particular question or matter and
(c) the term "total voting power" shall mean the total number of votes that the
shareholders are entitled to cast in the determination of a particular question
or matter.

         2.18 NOTICE OF STOCKHOLDER BUSINESS.

                  (a) Annual Meetings of Stockholders.

                           (1) The proposal of business to be considered by the
         stockholders may be made at an annual meeting of stockholders (a)
         pursuant to the Corporation's notice of meeting, (b) by or at the
         direction of the Board or (c) by any stockholder of the Corporation who
         was a stockholder of record at the time of giving of notice provided
         for in this By-Law, who is entitled to vote at the meeting and who
         complies with the notice procedures set forth in this By-Law.

                           (2) For other business to be properly brought before
         an annual meeting by a stockholder pursuant to paragraph (A) (1) (c),
         the stockholder must have given timely notice thereof in writing to the
         Secretary of the Corporation, and such other business must otherwise be
         a proper matter for stockholder action. To be timely, the notice must
         be delivered to the Secretary at the principal executive offices of the
         Corporation not later than the close of business on the 60th day nor
         earlier than the close of business on the 90th day before the first
         anniversary of the preceding year's annual meeting; but if the date of
         the annual meeting is more than 30 days before or



                                      -4-

<PAGE>

         more than 60 days after such anniversary date, notice by the
         stockholder to be timely must be so delivered not earlier than the
         close of business on the 90th day before such annual meeting and not
         later than the close of business on the later of the 60th day before
         such annual meeting or the 10th day following the day on which public
         announcement of the date of such meeting is first made by the
         Corporation. In no event shall the public announcement of an
         adjournment of an annual meeting commence a new time period for the
         giving of a stockholder's notice as described above. Such stockholder's
         notice shall set forth (a) a brief description of the business desired
         to be brought before the meeting, the reasons for conducting such
         business at the meeting and any material interest in such business of
         such stockholder and the beneficial owner, if any, on whose behalf the
         proposal is made; and (b) as to the stockholder giving the notice and
         the beneficial owner, if any, on whose behalf the proposal is made (i)
         the name and address of such stockholder, as they appear on the
         Corporation's books, and of such beneficial owner and (ii) the class
         and number of shares of the Corporation which are owned beneficially
         and of record by such stockholder and such beneficial owner.

                           (3) Special Meetings of Stockholders. Only such
         business shall be conducted at a special meeting of stockholders as
         shall have been brought before the meeting pursuant to the
         Corporation's notice of meeting.

                  (b) General.

                           (1) Only such business shall be conducted at a
         meeting of stockholders as shall have been brought before the meeting
         in accordance with the procedures set forth in this By-Law. Except as
         otherwise provided by law, the Articles of Incorporation or these
         By-Laws, the Chairman of the meeting shall have the power and duty to
         determine whether any business proposed to be brought before the
         meeting was proposed, in accordance with the procedures set forth in
         this By-Law and, if any proposed business is not in compliance with
         this By-Law, to declare that such defective proposal shall be
         disregarded.

                           (2) For purposes of this By-Law, "public
         announcement" shall mean disclosure in a press release



                                      -5-

<PAGE>

         reported by the Dow Jones News Service, Associated Press or comparable
         national news service or in a document publicly filed by the
         Corporation with the Securities and Exchange Commission pursuant to
         Section 13, 14 or 15(d) of the Exchange Act.

                           (3) Notwithstanding the foregoing provisions of this
         By-Law, a stockholder shall also comply with all applicable
         requirements of the Securities Exchange Act of 1934 and the rules and
         regulations thereunder with respect to the matters set forth in this
         By-Law. Nothing in this By-Law shall be deemed to affect any rights (i)
         of stockholders to request inclusion of proposals in the Corporation's
         proxy statement pursuant to Rule 14a-8 under the Securities Exchange
         Act of 1934 or (ii) of the holders of any series of Preferred Stock to
         elect directors under specified circumstances.

                  SECTION 3. DIRECTORS

         3.1 POWERS; NUMBER. All of the corporate powers shall be vested in, and
the business and affairs of the Corporation shall be managed by, the Board,
which shall consist of six natural persons; provided that, if after proxy
material for any meeting of shareholders at which directors are to be elected
are mailed to shareholders, any person or persons named therein to be nominated
at the direction of the Board becomes unable or unwilling to serve, the
foregoing number of authorized directors shall be automatically reduced by a
number equal to the number of such persons unless the Board, by a majority vote
of the entire Board, selects an additional nominee; provided that in no event
shall the number of directors so authorized, nominated and elected be less than
the number required by law. No amendment to this Section to decrease the number
of directors shall shorten the term of any incumbent director. No director need
be a shareholder.

         3.2 POWERS. The Board may exercise all such powers of the Corporation
and do all such lawful acts and things that are not by law, the Articles of
Incorporation or these By-laws directed or required to be done by the
shareholders.

         3.3 GENERAL ELECTION. At each annual meeting of shareholders, directors
shall be elected to succeed those directors whose terms then expire. Such newly
elected directors shall serve until the next succeeding annual meeting of
shareholders after their election and until their successors are elected and
qualified. A director elected to fill a vacancy



                                      -6-

<PAGE>

shall hold office for a term expiring at the next annual meeting and until his
successor is elected and qualified. No decrease in the number of directors
constituting the Board shall shorten the term of any incumbent director.

         3.4 VACANCIES. Except as otherwise provided in the Articles of
Incorporation or these By-laws (a) the office of a director shall become vacant
if he dies, resigns or is removed from office and (b) the Board may declare
vacant the office of a director if he (i) is interdicted or adjudicated an
incompetent, (ii) is adjudicated a bankrupt, (iii) in the sole opinion of the
Board becomes incapacitated by illness or other infirmity so that he is unable
to perform his duties for a period of six months or longer, or (iv) ceases at
any time to have the qualifications required by law, the Articles of
Incorporation or these By-laws.

         3.5 FILLING VACANCIES. In the event of a vacancy (including any vacancy
resulting from an increase in the authorized number of directors, or from
failure of the shareholders to elect the full number of authorized directors),
the remaining directors, even though not constituting a quorum, may fill any
vacancy on the Board for the unexpired term by a majority vote of the directors
remaining in office, provided that the shareholders shall have the right, at any
special meeting called for the purpose prior to such action by the Board, to
fill the vacancy.

         3.6 NOTICE OF SHAREHOLDER NOMINEES. Only persons who are nominated in
accordance with the procedures set forth in this Section 3.6 shall be eligible
for election as directors. Nominations of persons for election to the Board may
be made at a meeting of shareholders by or at the direction of the Board or by a
shareholder entitled to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this Section 3.6. Such
nominations, other than those made by or at the direction of the Board, shall be
made pursuant to timely notice in writing to the Corporation's Secretary. To be
timely, a shareholder's notice must be delivered or mailed and received at the
principal executive offices of the Corporation not less than 45 days nor more
than 90 days prior to the meeting; provided, however, that if less than 55 days
notice or prior public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be received no later
than the close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made.
Such shareholder's notice shall set forth the following:

                           (a) as to each person whom the shareholder proposes
         to nominate for election or e-election as a director (i) the name, age,
         business address and residence address of such person, (ii) the



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         principal occupation or employment of such person, (iii) the
         class and number of shares of the capital stock of the Corporation of
         which such person is the beneficial owner and the number of votes such
         person is entitled to cast at the shareholders' meeting and (iv) any
         other information relating to such person that would be required to be
         disclosed in solicitations of proxies for election of directors, or
         would be otherwise required, in each case pursuant to Regulation 14A
         under the Securities Exchange Act of 1934, as amended (including
         without limitation such person's written consent to being named in the
         proxy statement as a nominee and to serving as a director if elected);
         and

                           (b) as to the shareholder giving the notice (i) the
         name and address of such shareholder and (b) the class and number of
         shares of the capital stock of the Corporation of which such
         shareholder is the beneficial owner and the number of votes such person
         is entitled to cast at the shareholders' meeting. If requested in
         writing by the Corporation's Secretary at least 15 days in advance of
         the meeting, such shareholder shall disclose to the Secretary, within
         10 days of such request, whether such person is the sole beneficial
         owner of the shares held of record by him; and, if not, the name and
         address of each other person known by the shareholder of record to
         claim a beneficial interest in such shares.

At the request of the Board, any person nominated by or at the direction of the
Board for election as a director shall furnish to the Corporation's Secretary
that information required to be set forth in a shareholder's notice of
nomination that pertains to the nominee. If a shareholder seeks to nominate one
or more persons as directors, the Secretary shall appoint two inspectors (the
"Inspectors"), who shall not be affiliated with the Corporation, to determine
whether a shareholder has complied with this Section 3.6. If the Inspectors
shall determine that a shareholder has not complied with this Section 3.6, the
Inspectors shall direct the chairman of the meeting to declare to the meeting
that a nomination was not made in accordance with the procedures prescribed by
the Articles of Incorporation or these By-laws; and the chairman shall so
declare to the meeting and the defective nomination shall be disregarded.

         3.7 COMPENSATION OF DIRECTORS. Directors as such, shall receive such
compensation for their services as may be fixed by resolution of the Board and
shall receive their actual expenses of attendance, if any, for each regular or
special meeting of the Board; provided that nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.



                                      -8-

<PAGE>

                  SECTION 4. MEETINGS OF THE BOARD

         4.1 PLACE OF MEETINGS. The meetings of the Board may be held at such
place within or without the State of Louisiana as a majority of the directors
may from time to time appoint.

         4.2 INITIAL MEETINGS. The first meeting of each newly elected Board
shall be held immediately following the shareholders' meeting at which the Board
is elected and at the same place as such meeting, and no notice of such first
meeting shall be necessary for the newly elected directors in order legally to
constitute the meeting.

         4.3 REGULAR MEETINGS; NOTICE. Regular meetings of the Board may be held
at such times as the Board may from time to time determine. No notice of regular
meetings of the Board shall be required provided that the date, time and place
of regular meetings are fixed by the Board.

         4.4 SPECIAL MEETINGS; NOTICE. Special meetings of the Board may be
called by the Chairman on reasonable notice given to each director, either
personally or by telephone, mail, e-mail or by telegram. Special meetings shall
be called by the Secretary in like manner and on like notice on the written
request of a majority of the directors, and if such officer fails or refuses, or
is unable within 24 hours to call a meeting when requested, then the directors
making the request may call the meeting on two days' written notice given to
each director. The notice of a special meeting of directors need not state its
purpose or purposes, but if the notice states a purpose or purposes and does not
state a further purpose to consider such other business as may properly come
before the meeting, the business to be conducted at the special meeting shall be
limited to the purposes stated in the notice.

         4.5 WAIVER OF NOTICE. Directors present at any regular or special
meeting shall be deemed to have received due, or to have waived, notice thereof,
provided that a director who participates in a meeting by telephone (as
permitted by Section 4.9) shall not be deemed to have received or waived due
notice if, at the beginning of the meeting, he objects to the transaction of any
business because the meeting is not lawfully called.

         4.6 QUORUM. A majority of the Board shall be necessary to constitute a
quorum for the transaction of business, and except as otherwise provided by law
or the Articles of Incorporation or these By-laws, the acts of a majority of the
Board at a meeting at which a quorum is present shall be the acts of the Board.
If a quorum is not present at any meeting of the Board, the directors present
may adjourn the meeting from



                                      -9-

<PAGE>


time to time without notice other than announcement at the meeting, until a
quorum is present.

         4.7 WITHDRAWAL. If a quorum is present when the meeting convened, the
directors present may continue to do business, taking action by vote of a
majority of a quorum as fixed in Section 4.6, until adjournment, notwithstanding
the withdrawal of enough directors to leave less than a quorum as fixed in
Section 4.6 or the refusal of any director present to vote.

         4.8 ACTION BY CONSENT. Any action that may be taken at a meeting of the
Board or any committee thereof, may be taken by a consent in writing signed by
all of the directors or by all members of the committee, as the case may be, and
filed with the records of proceedings of the Board or such committee.

         4.9 MEETINGS BY TELEPHONE OR SIMILAR COMMUNICATION. Members of the
Board may participate at and be present at any meeting of the Board or any
committee thereof by means of conference telephone or similar communications
equipment if all persons participating in such meeting can hear and communicate
with each other. Participation in a meeting pursuant to this Section 4.9 shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                  SECTION 5. COMMITTEES OF THE BOARD

         5.1 GENERAL. The Board may designate one or more committees, each
committee to consist of two or more of the directors (and one or more directors
may be named as alternate members to replace any absent or disqualified regular
members), which, to the extent provided by resolution of the Board or the
By-laws, shall have and may exercise the powers of the Board in the management
of the business and affairs of the Corporation, and may have power to authorize
the seal of the Corporation to be affixed to documents, but no such committee
shall have power or authority in reference to amending the Articles of
Incorporation, adopting an agreement of merger, consolidation, or share
exchange, recommending to the shareholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of dissolution,
removing or indemnifying directors or amending the By-laws; and unless the
resolution expressly so provides, no such committee shall have the power or
authority to declare a dividend or authorize the issuance of stock. Such
committee or committees shall have such name or names as may be stated in the



                                      -10-

<PAGE>

By-laws, or as may be determined, from time to time, by the Board. Any vacancy
occurring in any such committee shall be filled by the Board, but the Chairman
of the Board may designate another director to serve on the committee pending
action by the Board. Each such member of a committee shall hold office during
the term of the Board constituting it, unless otherwise ordered by the Board.

         5.2 COMPENSATION COMMITTEE. The Board shall establish a Compensation
Committee consisting of at least two directors each of whom shall (i) be a
"non-employee director" as defined in Rule 16b-3 under the Securities Exchange
Act of 1934, and (ii) not serve, and shall not have served in the past, as an
officer or employee of the Corporation or any of its affiliates. The
Compensation Committee shall determine the compensation of officers and key
employees of the Corporation and administer the Corporation's stock incentive
plans.

         5.3 AUDIT COMMITTEE. The Board shall establish an Audit Committee
consisting of at least a majority of directors who are not officers or employees
of the Corporation or any of its affiliates, and who meet the qualifications of
the NASDAQ Stock Market. The Audit Committee shall have such responsibilities
and authority as is contained in a written Audit Committee Charter approved from
time to time by the Board.

         5.4 PROCEDURES FOR COMMITTEES. Each committee shall keep written
minutes of its meetings and all actions taken by a committee shall be reported
to the Board at its next meeting, whether regular or special. Failure to keep
written minutes or to make such reports shall not affect the validity of action
taken by a committee. Each committee shall adopt such rules (not inconsistent
with the Articles of Incorporation, these By-laws or any regulations specified
for such committee by the Board) as it shall deem necessary for the proper
conduct of its functions and the performance of its responsibilities.

                  SECTION 6. REMOVAL OF BOARD MEMBER

         Any director or the entire Board may be removed at any time by the
affirmative vote of not less than a majority of the total voting power at a
meeting of shareholders duly called for that purpose. The shareholders at such
meeting may proceed to elect a successor or successors for the unexpired term of
the director or directors removed. Except as provided in this Section 6,
directors shall not be subject to removal.



                                      -11-

<PAGE>

                  SECTION 7. NOTICES

         7.1 FORM OF DELIVERY. Whenever under the provisions of law the Articles
of Incorporation or these By-laws notice is required to be given to any
shareholder or director, it shall not be construed to mean personal notice
unless otherwise specifically provided in the Articles of Incorporation or these
By-laws, but such notice may be given by mail, addressed to such shareholder or
director at his address as it appears on the records of the Corporation, with
postage thereon prepaid. Such notices shall be deemed to have been given at the
time they are deposited in the United States mail. Notice to a director pursuant
to Section 4.4 hereof may also be given personally or by telephone, e-mail or
telegram sent to his or her address as it appears on the Corporation's records.

         7.2 WAIVER. Whenever any notice is required to be given by law, the
Articles of Incorporation or these By-laws, a waiver thereof in writing signed
by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto. In addition, notice
shall be deemed to have been given to, or waived by, any shareholder or director
who attends a meeting of shareholders or directors in person, or is represented
at such meeting by proxy, without protesting at the commencement of the meeting
the transaction of any business because the meeting is not lawfully called or
convened.

                  SECTION 8. OFFICERS

         8.1 DESIGNATIONS. The Corporation's officers shall be a Chairman, a
Chief Executive Officer, a President, a Secretary, a Chief Financial Officer, a
Controller and a Treasurer. The Corporation may also have one or more Assistant
Secretaries and Assistant Treasurers and other officers. Any two offices may be
held by one person, provided that no person holding more than one office may
sign, in more than one capacity, any certificate or other instrument required by
law to be signed by two officers.

         8.2 APPOINTMENT OF CERTAIN OFFICERS. At the first meeting of each newly
elected Board, or at such other time when there shall be a vacancy, the Board
shall elect the Corporation's officers.

         8.3 APPOINTMENT OF OTHER OFFICERS. As soon as practicable after his or
her election, the Chief Executive Officer may appoint one or more Assistant
Secretaries, Assistant Treasurers and other officers. The Chief Executive
Officer shall, following such appointment or appointments, cause to be filed
with the minutes of the meeting of the Board an instrument



                                      -12-

<PAGE>

specifying the officers selected. The Chief Executive Officer may also appoint
such other employees and agents of the Corporation as he or she may deem
necessary, or may vest the authority to appoint such other employees and agents
in such other of the Corporation's officers as he or she deems appropriate
subject in all cases to his or her discretion. Whenever by law or the terms of
the instrument, a vice-president is necessary to execute any instrument in the
absence of execution by the Chief Executive Officer or the President, then the
Chief Financial Officer and any officer designated as a Director of a particular
function or designated in a specific grant of authority, shall be deemed a
vice-president of the Corporation for such purpose. Subject to these By-laws,
all of the officers, employees and agents of the Corporation shall hold their
offices or positions for such terms and shall exercise such powers and perform
such duties as shall be specified from time to time by the Board or, except with
respect to the Chairman of the Board, the Chief Executive Officer.

         8.4 REMOVAL. The Board or, except with respect to the Chairman of the
Board, the Chief Executive Officer may remove any officer with or without cause
at any time. Any such removal shall be without prejudice to the contractual
rights of such officers, if any, with the Corporation, but the election of an
officer shall not in and of itself create contractual rights. Any vacancy
occurring in any office of the Corporation, other than Chairman of the Board, by
death, resignation, removal or otherwise may be filled by the Chief Executive
Officer until the next regular or special meeting of the Board.

         8.5 THE CHAIRMAN OF THE BOARD. The Chairman of the Board shall have
general oversight of the business and affairs of the Corporation, shall preside
at all meetings of the directors and shareholders, and shall exercise such
additional powers and perform such additional duties as may be specified from
time to time by the Board.

         8.6 THE CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall have
general and active responsibility for the management of the Corporation's
business, shall be responsible for implementing all orders and resolutions of
the Board, shall supervise the daily operations of the Corporation's business
and shall, in the absence of the Chairman, preside at meetings of the Board and
of the shareholders.

         8.7 AUTHORITY AND DUTIES OF OFFICERS. In the absence or disability of
the Chief Executive Officer, the President shall perform the duties and exercise
the powers of the Chief Executive Officer, and shall perform such other duties
as the Board shall prescribe.



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<PAGE>


         8.8 THE SECRETARY. The Secretary shall attend all meetings of the Board
and all meetings of the shareholders, record all votes and the minutes of all
proceedings in a book to be kept for that purpose, give, or cause to be given,
notice of all meetings of the shareholders and special meetings of the Board,
and perform such other duties as may be prescribed by the Board or Chief
Executive Officer. The Secretary shall also keep in safe custody the
Corporation's seal, if any, and affix the seal to any instrument requiring it.

         8.9 THE PRESIDENT. The President shall report to the Chief Executive
Officer and the Board and shall perform such duties as may be requested from
time to time by the Board, the Chief Executive Officer, or the By-laws.

         8.10 THE CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall be
the Corporation's principal financial officer and shall manage the Corporation's
financial affairs and direct the activities of the Treasurer and other officers
responsible for the Corporation's financial affairs. The Chief Financial Officer
may sign, execute and deliver in the name of the Corporation contracts, bonds
and other obligations, shall be responsible for all of the Corporation's
internal and external financial reporting and shall perform such other duties as
may be prescribed from time to time by the Board, the Chief Executive Officer or
the By-laws.

         8.11 THE TREASURER. As directed by the Chief Financial Officer, the
Treasurer shall have general custody of all funds and securities of the
Corporation. The Treasurer may sign, with the Chief Executive Officer, the
President, the Chief Financial Officer or such other person or persons as may be
designated for the purpose by the Board, all bills of exchange or promissory
notes of the Corporation. The Treasurer shall perform such other duties as may
be prescribed from time to time by the Chief Financial Officer or the By-laws.

         8.12 THE CONTROLLER. The Controller shall assist the Chief Financial
Officer as directed in accounting, financial reporting, bookkeeping and
accounting procedures and perform such other duties as may be prescribed from
time to time by the Chief Financial Officer.

                  SECTION 9. STOCK

         9.1 CERTIFICATES. Every holder of stock in the Corporation shall be
entitled to have a certificate signed by the President and the Secretary or an
Assistant Secretary evidencing the number and class (and series, if any) of
shares owned by him, containing such information as required by law and bearing
the seal of the Corporation. If any stock certificate is manually



                                      -14-

<PAGE>

signed by a transfer agent or registrar other than the Corporation itself or an
employee of the Corporation, the signature of any such officer may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

         9.2 MISSING CERTIFICATES. The President may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. As a condition
precedent to the issuance of a new certificate or certificates, the officers of
the Corporation shall, unless dispensed with by the President, require the owner
of such lost, stolen or destroyed certificate or certificates, or his legal
representative, (i) to advertise or give the Corporation a bond or (ii) enter
into a written indemnity agreement, in each case in an amount appropriate to
indemnify the Corporation against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.

         9.3 TRANSFERS. Upon surrender to the Corporation or the transfer agent
of the Corporation, of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                  SECTION 10. DETERMINATION OF SHAREHOLDERS

         10.1 RECORD DATE. For the purpose of determining shareholders entitled
to notice of and to vote at a meeting, or to receive a dividend, or to receive
or exercise subscription or other rights, or to participate in a
reclassification of stock, or in order to make a determination of shareholders
for any other proper purpose, the Board may fix in advance a record date for
determination of shareholders for such purpose, such date to be not more than
sixty days and, if fixed for the purpose of determining shareholders entitled to
notice of and to vote at a meeting, not less than ten days, prior to the date on
which the action requiring the determination of shareholder is to be taken.

         10.2 REGISTERED SHAREHOLDERS. Except as otherwise provided by law, the
Corporation, and its directors, officers and agents may recognize



                                      -15-

<PAGE>

and treat a person registered on its records as the owner of shares, as the
owner in fact thereof for all purposes, and as the person exclusively entitled
to have and to exercise all rights and privileges incident to the ownership of
such shares, and rights under this Section 10.2 shall not be affected by any
actual constructive notice that the Corporation, or any of its directors,
officers or agents, may have to the contrary

                  SECTION 11. MISCELLANEOUS

         11.1 DIVIDENDS. Except as otherwise provided by law or the Articles of
Incorporation, dividends upon the stock of the Corporation may be declared by
the Board at any regular or special meeting. Dividends may be paid in cash,
property, or in shares of stock.

         11.2 CHECKS. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Chief Executive Officer or the Board may from time to time
designate. Signatures of the authorized signatories may be by facsimile.

         11.3 FISCAL YEAR. The Board may adopt for and on behalf of the
Corporation a fiscal or a calendar year.

         11.4 SEAL. The Board may adopt a corporate seal, which seal shall have
inscribed thereon the name of the Corporation. The seal may be used by causing
it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
Failure to affix the seal shall not, however, affect the validity of any
instrument.

         11.5 GENDER. All pronouns and variations thereof used in these By-laws
shall be deemed to refer to the masculine, feminine or neuter gender, singular
or plural, as the identity of the person, persons, entity or entities referred
to require.

         11.6 CONTROL SHARE ACQUISITIONS. Effective as of October 18, 1994, the
provisions of Sections 135 through 140.2 of the Business Corporation Law of
Louisiana (as amended) shall not apply to acquisitions of shares of the
Corporation.

                  SECTION 12. INDEMNIFICATION

         The Corporation shall indemnify to the full extent permitted by law any
director, officer or employee against any expenses or costs, including
attorneys' fees, actually or reasonably incurred by him or her in connection



                                      -16-

<PAGE>

with any threatened, pending or completed claim, action, suit or proceeding,
whether criminal, civil, administrative or investigative, against such person or
as to which he or she is involved solely as a witness or person required to give
evidence because he or she is a director, officer or employee of the Corporation
or serves or served at the request of the Corporation with any other enterprise
as a director, officer or employee. For purposes of this Section 12, the term
"Corporation" shall include any predecessor of this Corporation and any
constituent corporation (including any constituent of a constituent) absorbed by
the Corporation in a consolidation or merger; the term "other enterprises" shall
include any corporation, partnership, joint venture, trust or employee benefit
plan; service "at the request of the Corporation" shall include service as a
director, officer or employee of the Corporation that imposes duties on, or
involves services by, such director, officer or employee with respect to an
employee benefit plan, its participants or beneficiaries; any excise taxes
assessed on a person with respect to an employee benefit plan shall be deemed to
be indemnifiable expenses; and action by a person with respect to an employee
benefit plan that such person reasonably believes to be in the interest of the
participants and beneficiaries of such plan shall be deemed to be action not
opposed to the best interests of the Corporation.

                  SECTION 13. AMENDMENTS

         The Corporation's By-laws may be amended or repealed only by a majority
of the Board or the affirmative vote of the holders of at least a majority of
the total voting power at any regular or special meeting of shareholders, the
notice of which states that the proposed amendment or repeal is to be considered
at the meeting.



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