PETROLEUM HELICOPTERS INC
8-K, 1999-12-22
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             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) :
                 December 16, 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 4. CHANGE IN CERTIFYING ACCOUNTANTS OF PETROLEUM
HELICOPTERS, INC ("PHI").


Disclosures required by Item 304(a)(2) of Regulation S-K.

On  December 16, 1999, PHI engaged Deloitte & Touche, LLP as
its  new  independent  accountants. During  PHI's  two  most
recent fiscal years and the subsequent interim period  prior
to December 16, 1999, neither PHI nor anyone acting on PHI's
behalf  consulted  with  Deloitte &  Touche,  LLP  regarding
either  (i)  the application of accounting principles  to  a
specified transaction, either completed or proposed, or  the
type  of  audit  opinion that might  be  rendered  on  PHI's
financial statements, or (ii) any matter that was either the
subject   of   a  disagreement  (as  defined  in   paragraph
304(a)(1)(iv) of Regulation S-K) or a reportable  event  (as
described in paragraph 304(a)(1)(v) of Regulation S-K.)

PHI  provided a copy of the foregoing disclosure to Deloitte
and Touche, LLP on December 16, 1999, and requested that  it
provide  PHI  with a letter addressed to the  Commission  in
accordance with Item 304(a)(2)(D) of Regulation  S-K  if  it
wished  to  provide  any  new  information,  clarify   PHI's
expression of its views or disagree in any respect with  the
disclosure  made by PHI.  On December 16, 1999,  Deloitte  &
Touche, LLP informed PHI that it did not wish to provide any
new  information,  clarify any of PHI's  expression  of  its
views or disagree in any respect with the disclosure made by
PHI.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(a)    Financial Statements

       None.

(b)    Pro forma Financial Information

       None.

(c)    Exhibits

       None.


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed by the
undersigned hereunto duly authorized.

                         PETROLEUM HELICOPTERS INC.



                              By: /s/   Michael J. McCann
                              ---------------------------
                              Michael J. McCann
                              Chief Financial Officer and
                              Treasurer


                              Dated: December 22, 1999




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