PETROLEUM HELICOPTERS INC
8-K/A, 1999-12-08
AIR TRANSPORTATION, NONSCHEDULED
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             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549

                         FORM 8-K/A

                       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 of          File         Identification No.)
       incorporation )        Number )

  2121 Airline Drive, Suite
             400
   P.O. Box 578, Metairie,                      70001-5979
          Louisiana                             (Zip Code)
    (Address of principal
      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   7.    Financial  Statements,  Pro   Forma   Financial
Information and Exhibits

    (c)   Exhibits.
              16.1     Letter   re:  Change  in   Certifying
                       Accountants from KPMG LLP



                        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 8, 1999






KPMG
Suite 3500 One Shell Square
New Orleans, LA 70139-3599

                                                  Exhibit 16.1


December 3, 1999


Securities and Exchange Commission
Washington, D.C. 20549


Ladies and Gentlemen:

We  were  previously  principal  accountants  for  Petroleum
Helicopters, Inc. and, under the date of June 11,  1999,  we
reported   on  the  consolidated  financial  statements   of
Petroleum Helicopters, Inc. and subsidiaries as of April 30,
1999 and 1998 and for the years then ended.  On November 23,
1999,   our   appointment  as  principal   accountants   was
terminated.   We  have  read Petroleum  Helicopters,  Inc.'s
statements  included  under Item 4 of  its  Form  8-K  dated
December 1, 1999 and agree with the statements in the  first
three  paragraphs of this Item 4, and are in no position  to
agree or disagree with the final paragraph of this Item 4.

Very truly yours,

/s/ KPMG LLP



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