SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549

                          FORM 8-K

                       CURRENT REPORT
        Pursuant to Section 13 or 15(d) of the Securities
                    Exchange Act of 1934


        Date of report ( Date of Earliest Event Reported) :
                        November 23, 1999

                 PETROLEUM HELICOPTERS, INC.
    (Exact name of registrant as specified in its charter)


          Louisiana           0-9827           72-0395707
       (State or other       (Commission       (I.R.S. Employer
         jurisdiction         File             Identification No.)
       incorporation )        Number)

  2121 Airline Drive, Suite 400
   P.O. Box 578, Metairie,
          Louisiana                            70001-5979
    (Address of principal                      (Zip Code)
      executive offices)

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


                             N/A
    (Former name or former address, if changed since last
                          report.)


Item 4. Change in Certifying Accountants of Petroleum Helicopters,Inc.
        ______________________________________________________________

On  November 23, 1999, the Registrant notified KPMG LLP that
they   were   dismissed  as  the  Registrant's   independent
auditors.

In  connection with the audit of the Registrant's  financial
statements  for  each of the prior two  fiscal  years  ended
April  30,  1999  and April 30, 1998 and for any  subsequent
interim  period  prior to and including November  23,  1999,
there  were no disagreements with KPMG LLP on any matter  of
accounting  principles  or  practices,  financial  statement
disclosure,   or   auditing  scope   or   procedure,   which
disagreements  if  not resolved to their satisfaction  would
have caused KPMG LLP to make reference to the subject matter
of the disagreements in connection with its reports.

The  audit reports of KPMG LLP on the Company's consolidated
financial  statements for the past two  fiscal  years  ended
April 30, 1999 and April 30, 1998 did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or
modified  as  to  uncertainty, audit  scope,  or  accounting
principles.

The  decision  to  dismiss KPMG LLP  was  approved  by  the
Registrant's audit committee of the board of directors and
by the Registrant's board of directors.



                        SIGNATURE

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  hereunto  duly
authorized.


                                PETROLEUM HELICOPTERS,INC
                                BY /s/ Michael J. McCann
                                ________________________________
                                       Michael J. McCann
                                       Chief Financial Officer
                                       and Treasurer

                                DATE: December 1, 1999