SECURITIES AND EXCHANGE COMMISSION


                         Washington, D.C. 20549




                               Form 8-K

                             CURRENT REPORT

    Pursuant to Section 13 to 15(d) of The Securities Exchange Act of 1934



        Date of Report (Date of earliest event reported) July 19, 1994





                      PETROLEUM HELICOPTERS, INC.

       (Exact name of registrant as specified in its charter)


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





5728 Jefferson Highway,  P.O. Box 23502, New Orleans, Louisiana         70123
(Address of principal executive offices)                             (Zip Code)



Registrant's telephone number, including area code     (504) 733-6790







          Item 5. Other Events.


              On  July  19, 1994, Petroleum Helicopters,  Inc.  issued  the
          following press release:


          NEWS - For Immediate Release    FROM:  Petroleum Helicopters, Inc.

          NEW ORLEANS, July 19, 1994             5728 Jefferson Highway
                                                 P.O. Box 23502
                                                 New Orleans, LA  70183

                                                 Phone:  504/733-6790

          ______________________________________________________________


              Petroleum Helicopters,  Inc  (NASDAQ:  PHEL/PHELK)  announced
          today  that  it  has  entered  into  an  agreement  with American
          Eurocopter  Corporation  to  acquire  certain  emergency  medical
          service  (EMS) contracts and related helicopters and other assets
          of Rocky Mountain  Helicopters,  Inc,  a  Utah  based  helicopter
          operator that has been in Chapter 11 bankruptcy proceedings since
          October   1993.   American  Eurocopter  is  one  of  the  largest
          creditors of  Rocky  Mountain, and on July 18 filed a plan in the
          bankruptcy court providing  for  the sale of substantially all of
          the  assets of Rocky Mountain.  PHI's  agreement  is  conditioned
          upon,  among  other  things, bankruptcy court confirmation of the
          American Eurocopter plan.

              Rocky Mountain has  not  executed  the  Agreement  and is not
          expected  to  do  so until the American Eurocopter plan has  been
          approved by the creditors of Rocky Mountain and by the bankruptcy
          court.    Rocky   Mountain   also   filed   its   own   competing
          reorganization plan  on  July  18 and at this time is expected to
          oppose the American Eurocopter Plan.

              Pursuant to the Agreement, PHI  would  acquire  up  to  25 of
          Rocky  Mountain's  approximately  36  EMS  contracts, the related
          helicopters   and   certain  other  assets  that  service   these
          contracts.  Management  estimates  that  the  EMS contracts would
          generate  annual  revenues to PHI of approximately  $27  million.
          PHI would be required  to  reimburse  a  portion  of the purchase
          price paid to Rocky Mountain by American Eurocopter from revenues
          received  from the EMS contracts.  PHI would also assume  certain
          obligations under the EMS contracts and the helicopter leases and
          financing instruments.

              In addition  to  approval by the creditors and the bankruptcy
          court, the Agreement is  also  subject to other customary closing
          conditions, including certain governmental approvals.



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                                      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 thereunto duly authorized.


                                             PETROLEUM HELICOPTERS, INC.



          Date:  July 19, 1994               By:  /s/ John H. Untereker

                                                      John H. Untereker
                                                      Vice President and
                                                   Chief Financial Officer