As  filed with the Securities and Exchange Commission on March 28, 1996.
                                                       Registration No. 333- 

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.   20549
                                   __________
                                    
                                    FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                   __________
                
                            PETROLEUM HELICOPTERS, INC.
                (Exact name of Registrant as specified in its charter)
         Louisiana                                           72-0395707
      (State or other                                   (I.R.S. Employer
     jurisdiction of incorporation                      Identification Number)
       or organization)
                                  
                           2121 Airline Highway, Suite 400
                            Metairie, Louisiana 70001-5979
                           (Address, including zip code, of
                       Registrant's principal executive offices)

                                  Amended and Restated
             Petroleum Helicopters, Inc. 1995 Incentive Compensation Plan
                               (Full title of the Plan)
                                       __________
                                     Carroll W. Suggs
                                  Chairman of the Board
                                Petroleum Helicopters, Inc.
                                       P. O. Box 578
                               Metairie, Louisiana 70004-0578
                               2121 Airline Highway, Suite 400
                               Metairie, Louisiana 70001-5979
                                      (504) 828-3323
               (Name, address, including zip code, and telephone number,
                        including area code, of agent for service)
                                         Copy to:
                                    Margaret F. Murphy
             Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
                                   201 St. Charles Avenue
                            New Orleans, Louisiana 70170-5100
                                      (504) 581-8242

                            CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
______________________________________________________________________________________________
                                Amount        Proposed Maximum Proposed Maximum  Amount of
         Title of Securities    to be           Offering Price     Aggregate     Registration
           to be Registered   Registered<F1>      Per Share     Offering Price      Fee
______________________________________________________________________________________________
<S>                          <C>                <C>            <C>               <C>   
Voting Common Stock           23,200 Shares     $  9.75<F2>    $  226,200<F2>    $   78.00
(.10 par value per share)                                      
Voting Common Stock          151,800 Shares     $ 14.00<F3>    $2,125,200<F3>    $  732.83
(.10 par value per share)                                       
Non-Voting Common Stock      116,000 Shares     $  8.50<F2>    $  986,000<F2>    $  340.00 
(.10 par value per share)
Non-Voting Common Stock      209,000 Shares     $ 14.00<F4>    $2,926,000<F4>    $1,008.97
(.10 par value per share)                             

Total of Voting and Non-                            
Voting Common Stock          500,000 Shares                    $6,263,400        $2,159.80
______________________________________________________________________________________________
<FN>
<F1> Upon  a stock split, stock dividend or similar transaction in the future
     and during  the  effectiveness  of  the Registration Statement involving
     either the  Voting  Common Stock or the Non-Voting  Common  Stock of the 
     Company, the number of shares thereof registered shall  be automatically
     increased to cover the additional shares thereof in accordance with Rule 
     416(a) under the Securities Act of 1933.
<F2> Computed in accordance with Rule 457, calculated based upon the price at
     which currently outstanding options are exercisable.
<F3> Estimated  solely  for  the purpose of calculating the registration  fee
     pursuant to Rule 457(c) and  (h) under the Securities Act of 1933, based
     on the average of the bid and asked price per share of the Voting Common
     Stock on the NASDAQ System on March 21, 1996.
<F4> Estimated solely for the purpose  of  calculating  the  registration fee
     pursuant to Rule 457(c) and (h) under the Securities Act  of 1933, based
     on  the  average of the bid and asked price per share of the  Non-Voting
     Common Stock on the NASDAQ System on March 26, 1996.
</FN>
</TABLE>     
<PAGE>
                                       PART II

                        INFORMATION NOT REQUIRED IN PROSPECTUS


          Item 3.   Incorporation of Documents by Reference.

               The  following documents, which have been filed by Petroleum
          Helicopters,  Inc.  (the  "Company" or "PHI") with the Securities
          and  Exchange  Commission (the  "Commission"),  are  incorporated
          herein by reference:

               (a)  The Company's Annual Report on Form 10-K for the fiscal
          year ended April  30,  1995  filed  pursuant to Section 13 of the
          Securities Exchange Act of 1934 (the  "1934 Act" ), including the 
          report of  KPMG Peat Marwick  LLP dated  June 16, 1995, contained
          therein;

               (b)  The Company's Quarterly Reports  on  Form  10-Q for the
          quarters  ended July 31, 1995, October 31, 1995, and January  31,
          1996, respectively, filed pursuant to Section 13 of the 1934 Act;
          and

               (c)  The description of the Voting Common Stock and the Non-
          Voting Common  Stock  of  the  Company  included in Item 1 of the
          amendment  on  Form  8-A/A01  dated  November  28,  1995  to  the
          Company's Registration Statement on Form 8-A, which amendment was
          filed with the Securities and Exchange  Commission on December 1,
          1995.

               All  reports  filed  by  the  Company  with  the  Commission
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
          Exchange Act of 1934 subsequent to the date of  this Registration
          Statement  and prior to the filing of a post-effective  amendment
          which indicates  that  all  securities  offered have been sold or
          which  deregisters  all securities then remaining  unsold  shall,
          except to the extent  otherwise provided by Regulation S-K or any
          other  rule promulgated  by  the  Commission,  be  deemed  to  be
          incorporated  by  reference in this Registration Statement and to
          be part hereof from the date of filing of such documents.

          Item 4.   Description of Securities.

               Not applicable.

          Item 5.   Interests of Named Experts and Counsel.

               Not applicable.

          Item 6.   Indemnification of Directors and Officers.

               The Louisiana Business Corporation Law (the "LBCL"), Section
          83, gives Louisiana  corporations broad powers to indemnify their
          present and former directors and officers and those of affiliated
          corporations against expenses  incurred  in  the  defense  of any
          lawsuit  to  which  they  are  made parties by reason of being or
          having  been  such  directors or officers;  subject  to  specific
          conditions  and  exclusions  gives  a  director  or  officer  who
          successfully defends  an  action  the right to be so indemnified;
          and  authorizes  Louisiana corporations  to  buy  directors'  and
          officers'  liability  insurance.   Such  indemnification  is  not
          exclusive of  any  other rights to which those indemnified may be
          entitled   under   any  by-law,   agreement,   authorization   of
          shareholders or otherwise.

<PAGE>  II-2
               
               PHI's Articles of Incorporation confirm the authority of the
          Board of Directors to  (i) adopt by-laws or resolutions providing
          for indemnification of directors,  officers  and other persons to
          the  fullest extent permitted by law, (ii) enter  into  contracts
          with directors  and officers providing for indemnification to the
          fullest extent permitted by law, and (iii) exercise its powers to
          procure  directors'   and  officers'  liability  insurance.   The
          Articles of Incorporation  also  provide  that  any  amendment or
          repeal  of  any  by-law or resolution relating to indemnification
          would  not  adversely   affect   any   person's   entitlement  to
          indemnification whose claim results from conduct occurring  prior
          to the date of such amendment or repeal.

               PHI's  by-laws  expressly  provide  for  indemnification  of
          directors, officers and employees to the fullest extent permitted
          by  law  against  any  costs  incurred  by  any  such  person  in
          connection  with  any  threatened,  pending  or  completed claim,
          action,  suit or proceeding against such person or  as  to  which
          such person is involved solely as a witness or person required to
          give evidence,  because  he  or  she  is  a  director, officer or
          employee of PHI.

               PHI  has  entered  into indemnification contracts  with  its
          directors that provide for the elimination, to the fullest extent
          permitted by law, of any  director's  liability  to  PHI  or  its
          shareholders  for  monetary  damages  for  breach  of  his or her
          fiduciary  duty  as  a  director and will provide the contracting
          director  with  certain  procedural  and  substantive  rights  to
          indemnification.  Such indemnification  rights  apply  to acts or
          omissions  of  directors, whether such acts or omissions occurred
          before or after the effective date of the contract.

               In addition,  PHI  maintains an insurance policy designed to
          reimburse  PHI  for any payments  made  by  it  pursuant  to  its
          indemnification obligations.   Such  policy  has  coverage of $20
          million.

          Item 7.   Exemption From Registration Claimed.

               Not applicable.

          Item 8.   Exhibits.

               5    Opinion   of   Jones,   Walker,   Waechter,  Poitevent,
                    Carrere & Denegre, L.L.P.

               23.1 Consent of KPMG Peat Marwick LLP.

               23.2 Consent   of   Jones,   Walker,  Waechter,   Poitevent,
                    Carrere & Denegre (included in Exhibit 5).
          __________


          Item 9.   Undertakings.

               (a)  The undersigned registrant hereby undertakes:

<PAGE>  II-3

                    (1)  To file, during any  period  in  which  offers  or
          sales  are  being made, a post-effective amendment to this regis-
          tration statement  to  include  any material information with re-
          spect to the plan of distribution not previously disclosed in the
          registration statement or any material change to such information
          in the registration statement.

                    (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, each such post-effective amend-
          ment shall be deemed to be a new  registration statement relating
          to  the securities offered therein,  and  the  offering  of  such
          securities  at  that  time shall be deemed to be the initial bona
          fide offering thereof.

                    (3)  To remove  from  registration  by means of a post-
          effective amendment any of the securities being  registered which
          remain unsold at the termination of the offering.

               (b)  The undersigned registrant hereby undertakes  that, for
          purposes of determining any liability under the Securities Act of
          1933,  each filing of the registrant's annual report pursuant  to
          section  13(a) or section 15(d) of the Securities Exchange Act of
          1934 (and,  where  applicable, each filing of an employee benefit
          plan's annual report  pursuant to section 15(d) of the Securities
          Exchange Act of 1934) that  is  incorporated  by reference in the
          registration statement shall be deemed to be a  new  registration
          statement  relating  to the securities offered therein,  and  the
          offering of such securities  at  that  time shall be deemed to be
          the initial bona fide offering thereof.

               (c)  Insofar  as  indemnification  for  liabilities  arising
          under the Securities Act of 1933 may be permitted  to  directors,
          officers  and  controlling persons of the registrant pursuant  to
          the foregoing provisions,  or  otherwise, the registrant has been
          advised  that  in  the  opinion of the  Securities  and  Exchange
          Commission  such indemnification  is  against  public  policy  as
          expressed in  the  Act  and is, therefore, unenforceable.  In the
          event that a claim for indemnification  against  such liabilities
          (other than the payment by the registrant of expenses incurred or
          paid  by  a  director,  officer  or  controlling  person  of  the
          registrant  in  the  successful  defense of any action,  suit  or
          proceeding) is asserted by such director,  officer or controlling
          person  in connection with the securities being  registered,  the
          registrant  will, unless in the opinion of its counsel the matter
          has been settled  by  controlling precedent, submit to a court of
          appropriate   jurisdiction   the   question   of   whether   such
          indemnification  by  it  is against public policy as expressed in
          the Act and will be governed  by  the  final adjudication of such
          issue.
                                            
<PAGE>  S-1                                            
                                        SIGNATURES

                Pursuant to the requirements of the Securities Act of 1933,
          the  Registrant  certifies  that  it  has reasonable  grounds  to
          believe that it meets all the requirements for filing on Form S-8
          and has duly caused this Registration Statement  to  be signed on
          its behalf by the undersigned, thereunto duly authorized,  in the
          Parish of Jefferson, State of Louisiana, on March 28, 1996.

                                      PETROLEUM  HELICOPTERS, INC.


                                      By:  /s/ Carroll W. Suggs
                                          _____________________________
                                               Carroll W. Suggs,
                                            Chairman of the Board

                                        POWER OF ATTORNEY

                 KNOW  ALL  MEN  BY  THESE PRESENTS, that each person whose
          signature  appears immediately  below  constitutes  and  appoints
          Carroll W. Suggs and John H. Untereker or either one of them, his
          true and lawful  attorney-in-fact  and  agent, with full power of
          substitution, for him and in his name, place  and  stead,  in any
          and  all  capacities,  to  sign any and all amendments (including
          post-effective amendments) to this Registration Statement, and to
          file the same with all exhibits  thereto,  and other documents in
          connection   therewith,   with   the   Securities  and   Exchange
          Commission, granting unto said attorney-in-fact  and  agent  full
          power  and  authority  to  do  and perform each and every act and
          thing requisite and necessary to be done, as fully to all intents
          and purposes as he might or could  do in person, hereby ratifying
          and confirming all that said attorney-in-fact  and  agent  or his
          substitute or substitutes may lawfully do or cause to be done  by
          virtue hereof.

                 Pursuant  to  the  requirements  of  the Securities Act of
          1933,  this  Registration  Statement  has  been  signed   by  the
          following persons in the capacities and on the dates indicated.
                                                   
                 Signature                  Title                Date
                 _________                  ______               _____

          /s/  Carroll W. Suggs    Chairman of the Board     March 28, 1996
         _______________________   of Directors (Principal
               Carroll W. Suggs      Executive Officer)


         /s/ John H. Untereker    Vice President and Chief   March 28, 1996
         _____________________       Financial Officer
             John H. Untereker   (Principal Financial Officer
                               and Principal Accounting Officer)


        /s/ Robert E. Perdue             Director            March 28, 1996
        _____________________      
            Robert E. Perdue


       /s/ Leonard M. Horner             Director            March 28, 1996
       _______________________      
           Leonard M. Horner


       /s/ Robert G. Lambert             Director            March 28, 1996
       ________________________      
           Robert G. Lambert
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18031}]
{"company-data": {"conformed-name": "PETROLEUM HELICOPTERS INC", "cik": "0000350403", "assigned-sic": "4522", "irs-number": "720395707", "state-of-incorporation": "DE", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02025", "film-number": "96540418"}, "business-address": {"street1": "113 BORMAN DRIVE", "street2": "P O BOX 23502", "city": "LAFAYETTE", "state": "LA", "zip": "70508", "phone": "5047336790"}, "mail-address": {"street1": "113 BORMAN DRIVE", "city": "LAFAYETTE", "state": "LA", "zip": "70508"}}
As  filed with the Securities and Exchange Commission on March 28, 1996.
                                                       Registration No. 333- 

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.   20549
                                   __________
                                    
                                    FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                   __________
                
                            PETROLEUM HELICOPTERS, INC.
                (Exact name of Registrant as specified in its charter)
         Louisiana                                           72-0395707
      (State or other                                   (I.R.S. Employer
     jurisdiction of incorporation                      Identification Number)
       or organization)
                                  
                           2121 Airline Highway, Suite 400
                            Metairie, Louisiana 70001-5979
                           (Address, including zip code, of
                       Registrant's principal executive offices)

                                  Amended and Restated
             Petroleum Helicopters, Inc. 1995 Incentive Compensation Plan
                               (Full title of the Plan)
                                       __________
                                     Carroll W. Suggs
                                  Chairman of the Board
                                Petroleum Helicopters, Inc.
                                       P. O. Box 578
                               Metairie, Louisiana 70004-0578
                               2121 Airline Highway, Suite 400
                               Metairie, Louisiana 70001-5979
                                      (504) 828-3323
               (Name, address, including zip code, and telephone number,
                        including area code, of agent for service)
                                         Copy to:
                                    Margaret F. Murphy
             Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
                                   201 St. Charles Avenue
                            New Orleans, Louisiana 70170-5100
                                      (504) 581-8242

                            CALCULATION OF REGISTRATION FEE
______________________________________________________________________________________________
                                Amount        Proposed Maximum Proposed Maximum  Amount of
         Title of Securities    to be           Offering Price     Aggregate     Registration
           to be Registered   Registered
Per Share     Offering Price      Fee
______________________________________________________________________________________________
Voting Common Stock           23,200 Shares     $  9.75
$  226,200
$   78.00
(.10 par value per share)                                      
Voting Common Stock          151,800 Shares     $ 14.00
$2,125,200
$  732.83
(.10 par value per share)                                       
Non-Voting Common Stock      116,000 Shares     $  8.50
$  986,000
$  340.00 
(.10 par value per share)
Non-Voting Common Stock      209,000 Shares     $ 14.00
$2,926,000
$1,008.97
(.10 par value per share)                             

Total of Voting and Non-                            
Voting Common Stock          500,000 Shares                    $6,263,400        $2,159.80
______________________________________________________________________________________________
Upon  a stock split, stock dividend or similar transaction in the future
     and during  the  effectiveness  of  the Registration Statement involving
     either the  Voting  Common Stock or the Non-Voting  Common  Stock of the 
     Company, the number of shares thereof registered shall  be automatically
     increased to cover the additional shares thereof in accordance with Rule 
     416(a) under the Securities Act of 1933.
Computed in accordance with Rule 457, calculated based upon the price at
     which currently outstanding options are exercisable.
Estimated  solely  for  the purpose of calculating the registration  fee
     pursuant to Rule 457(c) and  (h) under the Securities Act of 1933, based
     on the average of the bid and asked price per share of the Voting Common
     Stock on the NASDAQ System on March 21, 1996.
Estimated solely for the purpose  of  calculating  the  registration fee
     pursuant to Rule 457(c) and (h) under the Securities Act  of 1933, based
     on  the  average of the bid and asked price per share of the  Non-Voting
     Common Stock on the NASDAQ System on March 26, 1996.
PART II

                        INFORMATION NOT REQUIRED IN PROSPECTUS

          Item 3.   Incorporation of Documents by Reference.

               The  following documents, which have been filed by Petroleum
          Helicopters,  Inc.  (the  "Company" or "PHI") with the Securities
          and  Exchange  Commission (the  "Commission"),  are  incorporated
          herein by reference:

               (a)  The Company's Annual Report on Form 10-K for the fiscal
          year ended April  30,  1995  filed  pursuant to Section 13 of the
          Securities Exchange Act of 1934 (the  "1934 Act" ), including the 
          report of  KPMG Peat Marwick  LLP dated  June 16, 1995, contained
          therein;

               (b)  The Company's Quarterly Reports  on  Form  10-Q for the
          quarters  ended July 31, 1995, October 31, 1995, and January  31,
          1996, respectively, filed pursuant to Section 13 of the 1934 Act;
          and

               (c)  The description of the Voting Common Stock and the Non-
          Voting Common  Stock  of  the  Company  included in Item 1 of the
          amendment  on  Form  8-A/A01  dated  November  28,  1995  to  the
          Company's Registration Statement on Form 8-A, which amendment was
          filed with the Securities and Exchange  Commission on December 1,
          1995.

               All  reports  filed  by  the  Company  with  the  Commission
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
          Exchange Act of 1934 subsequent to the date of  this Registration
          Statement  and prior to the filing of a post-effective  amendment
          which indicates  that  all  securities  offered have been sold or
          which  deregisters  all securities then remaining  unsold  shall,
          except to the extent  otherwise provided by Regulation S-K or any
          other  rule promulgated  by  the  Commission,  be  deemed  to  be
          incorporated  by  reference in this Registration Statement and to
          be part hereof from the date of filing of such documents.

          Item 4.   Description of Securities.

               Not applicable.

          Item 5.   Interests of Named Experts and Counsel.

               Not applicable.

          Item 6.   Indemnification of Directors and Officers.

               The Louisiana Business Corporation Law (the "LBCL"), Section
          83, gives Louisiana  corporations broad powers to indemnify their
          present and former directors and officers and those of affiliated
          corporations against expenses  incurred  in  the  defense  of any
          lawsuit  to  which  they  are  made parties by reason of being or
          having  been  such  directors or officers;  subject  to  specific
          conditions  and  exclusions  gives  a  director  or  officer  who
          successfully defends  an  action  the right to be so indemnified;
          and  authorizes  Louisiana corporations  to  buy  directors'  and
          officers'  liability  insurance.   Such  indemnification  is  not
          exclusive of  any  other rights to which those indemnified may be
          entitled   under   any  by-law,   agreement,   authorization   of
          shareholders or otherwise.
II-2
               
               PHI's Articles of Incorporation confirm the authority of the
          Board of Directors to  (i) adopt by-laws or resolutions providing
          for indemnification of directors,  officers  and other persons to
          the  fullest extent permitted by law, (ii) enter  into  contracts
          with directors  and officers providing for indemnification to the
          fullest extent permitted by law, and (iii) exercise its powers to
          procure  directors'   and  officers'  liability  insurance.   The
          Articles of Incorporation  also  provide  that  any  amendment or
          repeal  of  any  by-law or resolution relating to indemnification
          would  not  adversely   affect   any   person's   entitlement  to
          indemnification whose claim results from conduct occurring  prior
          to the date of such amendment or repeal.

               PHI's  by-laws  expressly  provide  for  indemnification  of
          directors, officers and employees to the fullest extent permitted
          by  law  against  any  costs  incurred  by  any  such  person  in
          connection  with  any  threatened,  pending  or  completed claim,
          action,  suit or proceeding against such person or  as  to  which
          such person is involved solely as a witness or person required to
          give evidence,  because  he  or  she  is  a  director, officer or
          employee of PHI.

               PHI  has  entered  into indemnification contracts  with  its
          directors that provide for the elimination, to the fullest extent
          permitted by law, of any  director's  liability  to  PHI  or  its
          shareholders  for  monetary  damages  for  breach  of  his or her
          fiduciary  duty  as  a  director and will provide the contracting
          director  with  certain  procedural  and  substantive  rights  to
          indemnification.  Such indemnification  rights  apply  to acts or
          omissions  of  directors, whether such acts or omissions occurred
          before or after the effective date of the contract.

               In addition,  PHI  maintains an insurance policy designed to
          reimburse  PHI  for any payments  made  by  it  pursuant  to  its
          indemnification obligations.   Such  policy  has  coverage of $20
          million.

          Item 7.   Exemption From Registration Claimed.

               Not applicable.

          Item 8.   Exhibits.

               5    Opinion   of   Jones,   Walker,   Waechter,  Poitevent,
                    Carrere & Denegre, L.L.P.

               23.1 Consent of KPMG Peat Marwick LLP.

               23.2 Consent   of   Jones,   Walker,  Waechter,   Poitevent,
                    Carrere & Denegre (included in Exhibit 5).
          __________

          Item 9.   Undertakings.

               (a)  The undersigned registrant hereby undertakes:
II-3

                    (1)  To file, during any  period  in  which  offers  or
          sales  are  being made, a post-effective amendment to this regis-
          tration statement  to  include  any material information with re-
          spect to the plan of distribution not previously disclosed in the
          registration statement or any material change to such information
          in the registration statement.

                    (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, each such post-effective amend-
          ment shall be deemed to be a new  registration statement relating
          to  the securities offered therein,  and  the  offering  of  such
          securities  at  that  time shall be deemed to be the initial bona
          fide offering thereof.

                    (3)  To remove  from  registration  by means of a post-
          effective amendment any of the securities being  registered which
          remain unsold at the termination of the offering.

               (b)  The undersigned registrant hereby undertakes  that, for
          purposes of determining any liability under the Securities Act of
          1933,  each filing of the registrant's annual report pursuant  to
          section  13(a) or section 15(d) of the Securities Exchange Act of
          1934 (and,  where  applicable, each filing of an employee benefit
          plan's annual report  pursuant to section 15(d) of the Securities
          Exchange Act of 1934) that  is  incorporated  by reference in the
          registration statement shall be deemed to be a  new  registration
          statement  relating  to the securities offered therein,  and  the
          offering of such securities  at  that  time shall be deemed to be
          the initial bona fide offering thereof.

               (c)  Insofar  as  indemnification  for  liabilities  arising
          under the Securities Act of 1933 may be permitted  to  directors,
          officers  and  controlling persons of the registrant pursuant  to
          the foregoing provisions,  or  otherwise, the registrant has been
          advised  that  in  the  opinion of the  Securities  and  Exchange
          Commission  such indemnification  is  against  public  policy  as
          expressed in  the  Act  and is, therefore, unenforceable.  In the
          event that a claim for indemnification  against  such liabilities
          (other than the payment by the registrant of expenses incurred or
          paid  by  a  director,  officer  or  controlling  person  of  the
          registrant  in  the  successful  defense of any action,  suit  or
          proceeding) is asserted by such director,  officer or controlling
          person  in connection with the securities being  registered,  the
          registrant  will, unless in the opinion of its counsel the matter
          has been settled  by  controlling precedent, submit to a court of
          appropriate   jurisdiction   the   question   of   whether   such
          indemnification  by  it  is against public policy as expressed in
          the Act and will be governed  by  the  final adjudication of such
          issue.
S-1                                            
                                        SIGNATURES

                Pursuant to the requirements of the Securities Act of 1933,
          the  Registrant  certifies  that  it  has reasonable  grounds  to
          believe that it meets all the requirements for filing on Form S-8
          and has duly caused this Registration Statement  to  be signed on
          its behalf by the undersigned, thereunto duly authorized,  in the
          Parish of Jefferson, State of Louisiana, on March 28, 1996.

                                      PETROLEUM  HELICOPTERS, INC.

                                      By:  /s/ Carroll W. Suggs
                                          _____________________________
                                               Carroll W. Suggs,
                                            Chairman of the Board

                                        POWER OF ATTORNEY

                 KNOW  ALL  MEN  BY  THESE PRESENTS, that each person whose
          signature  appears immediately  below  constitutes  and  appoints
          Carroll W. Suggs and John H. Untereker or either one of them, his
          true and lawful  attorney-in-fact  and  agent, with full power of
          substitution, for him and in his name, place  and  stead,  in any
          and  all  capacities,  to  sign any and all amendments (including
          post-effective amendments) to this Registration Statement, and to
          file the same with all exhibits  thereto,  and other documents in
          connection   therewith,   with   the   Securities  and   Exchange
          Commission, granting unto said attorney-in-fact  and  agent  full
          power  and  authority  to  do  and perform each and every act and
          thing requisite and necessary to be done, as fully to all intents
          and purposes as he might or could  do in person, hereby ratifying
          and confirming all that said attorney-in-fact  and  agent  or his
          substitute or substitutes may lawfully do or cause to be done  by
          virtue hereof.

                 Pursuant  to  the  requirements  of  the Securities Act of
          1933,  this  Registration  Statement  has  been  signed   by  the
          following persons in the capacities and on the dates indicated.
                                                   
                 Signature                  Title                Date
                 _________                  ______               _____

          /s/  Carroll W. Suggs    Chairman of the Board     March 28, 1996
         _______________________   of Directors (Principal
               Carroll W. Suggs      Executive Officer)

         /s/ John H. Untereker    Vice President and Chief   March 28, 1996
         _____________________       Financial Officer
             John H. Untereker   (Principal Financial Officer
                               and Principal Accounting Officer)

        /s/ Robert E. Perdue             Director            March 28, 1996
        _____________________      
            Robert E. Perdue

       /s/ Leonard M. Horner             Director            March 28, 1996
       _______________________      
           Leonard M. Horner

       /s/ Robert G. Lambert             Director            March 28, 1996
       ________________________      
           Robert G. Lambert