SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549


                                     FORM 8-A/A01

                  FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                      PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                           SECURITIES EXCHANGE ACT OF 1934


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

               Louisiana                               72-0395707
          (State of incorporation                   (I.R.S. Employer
              or organization)                     Identification No.)

                            2121 Airline Highway, Suite 400
                            Metairie, Louisiana 70001-5979
                       (Address of principal executive offices)


          Securities to be registered pursuant to Section 12(b) of the Act:

                                         None

          Securities to be registered pursuant to Section 12(g) of the Act:

                    Voting Common Stock, $.10 Par Value per Share
                                    (Title of Class)

                    Non-Voting Common Stock, $.10 Par Value per Share
                                    (Title of Class)



An exhibit index is located at Page 5 of this Registration Statement.
          

         INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 1.  Description of Registrant's Securities to be Registered

General

      The following description  is  qualified in its entirety by
reference  to  the  Company's  articles  of   incorporation  (the
"Articles  of  Incorporation")  and by-laws (the "By-laws"),  and
applicable provisions of the Louisiana  Business  Corporation Law
(the  "LBCL").   The  Company  is  authorized by its Articles  of
Incorporation  to  issue an aggregate  of  12,500,000  shares  of
voting common stock, par value $.10 per share (the "Voting Common
Stock"), 12,500,000  shares of non-voting common stock, par value
$.10 per share (the "Non-Voting  Common  Stock" and together with
the  Voting  Common  Stock, the "Common Stock"),  and  10,000,000
shares of preferred common  stock,  no  par  value per share (the
"Preferred Stock").

Preferred Stock

      There   are   currently   no  shares  of  Preferred   Stock
outstanding.  The Board of Directors  is  authorized to amend the
Articles  of  Incorporation,  without  further   action   by  the
Company's  shareholders,  to  issue Preferred Stock from time  to
time in one or more series and to fix, as to any such series, the
voting rights, if any, applicable  to  such series and such other
designations, preferences and special rights  as  the  Board  may
determine,   including   dividend,   conversion,  redemption  and
liquidation rights and preferences.

Common Stock

      Voting Rights.  The Company has  two types of Common Stock:
Voting Common Stock and Non-Voting Common Stock.  With respect to
all matters submitted to a vote of the shareholders,  the  record
holders  of the Voting Common Stock are entitled to one vote  per
share.  Except  as may be otherwise required by the LBCL, holders
of the Non-Voting  Common  Stock  have  no voting rights.  In all
respects  other  than  voting rights, the Voting  and  Non-Voting
Shares are identical.  The  affirmative  vote of the holders of a
majority of the total voting power of the corporation decides any
matter  properly  brought  before  a shareholders'  meeting  duly
organized  for  the  transaction of business  unless  by  express
provision of law or the  Articles  of  Incorporation  a different
percentage  is  required,  in  which  case such express provision
shall govern.

      Directors are elected by plurality  vote.  Accordingly, the
holders of more than 50% of the total voting  power  can, if they
choose to do so, elect all the directors.  There is no cumulative
voting with respect to the election of directors.

      A corporation that holds an operating certificate issued by
the  Federal  Aviation  Administration  is  required  to  have  a
required percentage of its voting interest owned or controlled by
United   States   citizens.    Accordingly,   the   Articles   of
Incorporation  reduce  the  voting  power of shares owned by non-
United States citizens if the total voting  power  held  by  such
persons  would  exceed  one  percent  less  than  the  percentage
permitted by the Federal Aviation Regulations, which is currently
25%.   The  Articles  of  Incorporation  also  establish  certain
presumptions and authorize the Company to take certain procedural
actions designed to enhance the Company's ability to monitor  and
ensure compliance with these requirements.

      Dividend  and  Liquidation  Rights.   The record holders of
shares of the Common Stock are entitled to receive such dividends
and  distributions as may be declared thereon  by  the  Board  of
Directors  out of the Company's funds legally available therefor.
Upon liquidation or dissolution of the Company, whether voluntary
or involuntary,  all  of  the  holders  of  the  Common Stock are
entitled   to   share   ratably  in  the  assets  available   for
distribution  after payment  of  all  prior  obligations  to  the
Company, including  liquidation preferences granted to any future
holders of the Preferred Stock.



      Transferability  and Convertibility.  The Common Stock and,
unless restricted by its  terms,  the  Preferred Stock are freely
transferrable, subject to applicable security laws.

      Preemptive Rights.  The holders of  the Common Stock do not
have  any  preemptive,  subscription,  conversion  or  redemption
rights, and are not subject to calls, assessments  or  rights  of
redemption  by the Company.  The outstanding shares of the Common
Stock  are duly  authorized  and  issued,  fully  paid  and  non-
assessable.

      Effect  of  Subsequent  Issuances and of Dual Classes.  The
Articles of Incorporation authorize  the  issuance  of 12,500,000
shares  of  Voting Common Stock, 12,500,000 of Non-Voting  Common
Stock and 10,000,000  shares  of  Preferred Stock.  The Company's
Board  of  Directors has the power, without  further  shareholder
action, to issue shares of Non-Voting Common Stock, Voting Common
Stock and Preferred Stock and to fix the preferences, limitations
and relative  rights  as  among  the  shares  of Preferred Stock,
Voting Common Stock and Non-Voting Common Stock  and to establish
and fix variations in the preferences, limitations  and  relative
rights as between different series of Preferred Stock.

      The  authorized  and  unissued  shares  of Common Stock and
Preferred  Stock may be utilized for various purposes,  including
possible  future   acquisitions.   One  of  the  effects  of  the
existence of authorized  but  unissued Common and Preferred Stock
may be to enable the Board of Directors to make more difficult or
to discourage an attempt to obtain  control  of  the  Company  by
means  of a merger, tender offer, proxy contest or otherwise, and
thereby  to  protect  the continuity of the Company's management.
If, in the due exercise  of  its fiduciary obligations, the Board
of Directors were to determine  that  a takeover proposal was not
in the Company's best interest, such shares  could  be  issued by
the  Board  of  Directors without shareholder approval in one  or
more transactions  that might prevent or render more difficult or
costly the completion of the takeover transaction by diluting the
voting or other rights  of  the  proposed  acquiror  or insurgent
shareholder  group,  by  putting  a  substantial voting block  in
institutional or other hands who might  undertake  to support the
position  of  the  incumbent Board of Directors, by affecting  an
acquisition that might  complicate  or  preclude the takeover, or
otherwise.

Item 2.  Debt Securities to be Registered

Not Applicable.

Item 3.  Other Securities to be Registered

Not Applicable.

Item 4.  Exhibits

3.1   Copy  of  Articles of Incorporation  filed  with  the
      Secretary of  State  of  Louisiana on August 24, 1994
      (incorporated  by reference to Exhibit  No. 3.1(i) of  
      the Company's Report on  Form 10-Q  for the quarterly 
      period ending October 31, 1994).

3.2   By-laws (incorporated  by  reference  to  Exhibit No.
      3.1(ii) to the Company's Report on Form 10-Q  for the
      quarterly period ending October 31, 1994).

      

                         SIGNATURE


Pursuant   to   the  requirements  of  Section  12  of  the
Securities Exchange Act  of  1934, the Registrant has duly caused
this Registration Statement to  be  signed  on  its behalf by the
undersigned, thereto duly authorized.

                                      PETROLEUM  HELICOPTERS, INC.

                                   By: /s/ John H. Untereker
                                       ____________________________
                                           John H. Untereker
                                          Vice President and
                                        Chief Financial Officer


                                   Date: November 28, 1995
                                        ___________________________