Exhibit 5



March 21, 1999

Petroleum Helicopters, Inc
2121 Airline Highway, Suite 400
Metairie, Louisiana 70001-5979

Gentlemen:

      We  have  acted as counsel for Petroleum  Helicopters,
Inc., a Louisiana corporation (the "Company"), in connection
with  the  Company's Post Effective Amendment No. 1  to  the
registration   statement  on  Form  S-8  (the  "Registration
Statement") with respect to the offering by the  Company  of
up  to  175,000  shares of the Voting Common  Stock  of  the
Company,  $.10  par  value  per share  (the  "Voting  Common
Stock"),  and up to 325,000 shares of the Non-Voting  Common
Stock  of  the Company, $.10 par value per share (the  "Non-
Voting  Common Stock"), to certain of its employees pursuant
to   the   terms  of  the  Amended  and  Restated  Petroleum
Helicopters,  Inc.  1995  Incentive Compensation  Plan  (the
"Plan").

      Based upon the foregoing, and upon our examination  of
such  matters as we deem necessary in order to furnish  this
opinion,  we  are of the opinion that the shares  of  Voting
Common Stock and Non-Voting Common Stock registered pursuant
to  the Registration Statement, when issued according to the
terms  of  the Plan, will be legally issued, fully paid  and
non-assessable.

      We hereby consent to the filing of this opinion as  an
exhibit to the Registration Statement.

                         Yours very truly,

                         CORRERO  FISHMAN  HAYGOOD
                         PHELPS  WALMSLEY & CASTEIX, L.L.P.

                         By:  /s/ Anthony J. Correro, III
                               --------------------------
                                  Anthony J. Correro, III