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SCHEDULE 14C

INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Check the appropriate box:

[ ] Preliminary Information Statement

[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))

[X] Definitive Information Statement

Petroleum Helicopters, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

(1) Title of each class of securities to which transaction applies:

------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

------------------------------------------------------------------------

(5) Total fee paid:

------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

------------------------------------------------------------------------

(3) Filing Party:

------------------------------------------------------------------------

(4) Date Filed:

------------------------------------------------------------------------

PETROLEUM HELICOPTERS, INC.
2001 S. E. Evangeline Thruway
Lafayette, Louisiana 70508

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 4, 2004

To the Holders of Voting Stock of Petroleum Helicopters, Inc.:

The 2004 Annual Meeting of Stockholders of Petroleum Helicopters, Inc.
("PHI") will be held at Lafayette Hilton & Towers (Maple Room), 1521 West
Pinhook Road, Lafayette, Louisiana, on Tuesday, May 4, 2004, at 8:00 a.m., local
time, to:

1. Elect directors.

2. Vote upon a proposed amendment to the Articles of Incorporation to
change the corporate name to PHI, Inc.

3. Transact such other business as may properly be brought before the
meeting or any adjournments thereof.

Holders of record of PHI's voting common stock at the close of business on
April 12, 2004, are entitled to notice of and to vote at the Meeting.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.

By Order of the Board of Directors

/s/ Michael J. McCann
-------------------------
Michael J. McCann
Secretary

Lafayette, Louisiana
April 20, 2004

PETROLEUM HELICOPTERS, INC.
2001 S. E. Evangeline Thruway
Lafayette, Louisiana 70508

INFORMATION STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
May 4, 2004

This Information Statement is furnished to holders of voting common stock
("Voting Stock") of Petroleum Helicopters, Inc. ("PHI" or "the Company") at the
direction of its Board of Directors (the "Board") in connection with the Annual
Meeting of Stockholders of PHI (the "Meeting") to be held on May 4, 2004, at the
time and place set forth in the accompanying notice and at any adjournments
thereof.

Stockholders of record of Voting Stock at the close of business on April
12, 2004, are entitled to notice of and to vote at the Meeting. On that date,
PHI had outstanding 2,851,866 shares of Voting Stock, each of which is entitled
to one vote.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.

This Information Statement is first being mailed to stockholders on or
about April 23, 2004. The cost of preparing and mailing the statement will be
borne by PHI. Banks, brokerage houses and other nominees or fiduciaries will be
requested to forward the material to their principals, and PHI will, upon
request, reimburse them for their expenses in so acting.

ELECTION OF DIRECTORS

PHI's By-laws establish the number of directors to be elected at the
Meeting at six. Al A. Gonsoulin, the holder of over a majority of PHI's
outstanding Voting Stock, has informed PHI that he intends to vote his shares
for the election of the six persons named below to serve until the next annual
meeting and until their successors are duly elected and qualified. In the
unanticipated event that one or more nominees cannot be a candidate at the
Meeting, the By-laws provide that the number of authorized directors will be
automatically reduced by the number of such nominees unless the Board determines
otherwise.

The Board does not have a nominating committee or other committee
performing similar functions, as the Chairman of the Board owns a sufficient
number of shares to elect all of the Company's directors, and NASDAQ rules
contain an exemption from its nominating rules for controlled corporations. The
Board does, however, approve all nominees for election, and a shareholder who
desires a person to be considered as a director should address any communication
to the Chairman of the Board at the Company's address. Similarly, a shareholder
who wishes to communicate with the Board on any other subject should direct his
communications to the Secretary of the Company, who will be responsible for
disseminating such communications to the Board.

The Company's By-laws provide a procedure that shareholders must follow to
nominate a person for election as a director at a meeting of shareholders. A
shareholder wishing to make a nomination must provide the Company in writing all
information about the proposed nominee that is required by Regulation 14A under
the Securities Exchange Act of 1934, including his or her name, age, business
and residence address, principal occupation, shares owned and shares entitled to
vote at the meeting. Also, the shareholder must include his or her own name,
address, number of shares owned, and number of shares entitled to vote at the
meeting. To be timely, this notice must be delivered or mailed and received not
less than 45 nor more than 90 days before the meeting. If the Company provides
fewer than 55 days notice of the meeting, that deadline is extended until the
close of business on the 10th day following the date notice was given.

The following table sets forth certain information as of April 9, 2004,
with respect to each person to be nominated on behalf of the Board. All such
nominees were recommended by the Chairman of the Board. Unless otherwise
indicated, each person has been engaged in the principal occupation shown for
the past five years. The Board has determined, using criteria established by the
NASDAQ and the SEC, that each of the nominees other than Messrs. Bospflug and
Gonsoulin, are independent.

Year First
Became a
Name and Age Principal Occupation Director
- ------------ -------------------- --------

Al A. Gonsoulin, 61 Chairman of the Board of PHI(1) 2001
Lance F. Bospflug, 49 President and Chief Executive Officer of PHI(2) 2001
Arthur J. Breault, Jr., 64 Tax lawyer and consultant(3) 1999
C. Russell Luigs, 71(4) Consultant 2002
Richard H. Matzke, 67(5) Consultant 2002
Thomas H. Murphy, 48 Member, Murco Oil & Gas, LLC 1999
(oil & gas production and investments)(6)

- ----------
(1) For more than five years, until December 31, 2001, Mr. Gonsoulin was
President of the Sea Mar division of Nabors Industries.

(2) Mr. Bospflug joined PHI in September 2000 as President and was appointed
Chief Executive Officer in August 2001. Before joining PHI he was Chief
Financial Officer and, from 1999 to 2000, Chief Executive Officer, of T.L. James
& Company, Inc., a diversified construction, marine dredging and timber company.

(3) For more than 16 years until 1997, when he retired, Mr. Breault was a
partner in Deloitte & Touche LLP, concentrating in tax matters.

(4) Mr. Luigs was President and Chief Executive Office of Global Marine, Inc.
from the time he joined the company in 1977 until 1998. He was also Chairman of
the Board of Global Marine, Inc. from 1982 until 1999. He then served as
Chairman of the Executive Committee of the board from 1999 until 2001. Mr. Luigs
served as a director of Global Marine, Inc. from the time he joined until it
merged into GlobalSantaFe in 2001. He retired from GlobalSantaFe in September
2002, but remains a Director of that company.

(5) Mr. Matzke retired from ChevronTexaco, Inc. as Vice Chairman in February
2002 with 40 years of service, including service in various executive positions.

(6) For more than five years before 1998, Mr. Murphy was President of Murco
Drilling Corporation, a U.S. onshore oil and gas drilling contractor.

During the year ended December 31, 2003, the Board held five meetings.
Each incumbent director attended at least 75% of the aggregate number of Board
and Committee meetings of which he was a member.

The Board does not have a policy regarding Board member attendance at the
annual stockholders meeting, but such meeting is normally established in
connection with a Board meeting to be held immediately after the shareholder's
meeting. All Board members attended the 2003 annual meeting and are expected to
attend the 2004 annual meeting.

The Board has an Audit Committee, the current members of which are Messrs.
Arthur J. Breault, C. Russell Luigs, Richard H. Matzke and Thomas H. Murphy
(Chairman). This committee, which held five meetings during 2003, is responsible
for performing the responsibilities described in the Audit Committee Charter.
The Board also has a Compensation Committee, the current members of which are
Messrs. Arthur J. Breault (Chairman), C. Russell Luigs, Richard H. Matzke and
Thomas H. Murphy. This committee, which met four times during 2003, is
responsible for determining the compensation of officers and key employees and
administering PHI's incentive compensation plans. The Board does not have a
nominating committee.

Each director, other than Mr. Bospflug and Mr. Gonsoulin, receives an
annual fee of $30,000 and a fee of $3,000 for each Board or Committee meeting he
or she attends in person and $1,000 for attendance by phone. Committee Chairmen
receive an additional $1,000 per meeting fee.

STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information concerning the
beneficial ownership of each class of outstanding PHI equity securities as of
April 9, 2004 by (a) each director and nominee for director of PHI, (b) each
executive officer identified under the heading "Executive Compensation and
Certain Transactions - Summary of Executive Compensation" ("Named Executive
Officers") and (c) all directors and executive officers of PHI as a group,
determined in accordance with Rule 13d-3 of the SEC. Unless otherwise indicated,
the securities shown are held with sole voting and investment power.

Class of PHI Percent of
Beneficial Owner Common Stock Number of Shares(1) Class
- ---------------- ------------ ------------------- -----

DIRECTORS AND NOMINEES

Al A. Gonsoulin Voting 1,482,266 52.0
Non-Voting 0 *

Lance F. Bospflug Voting 0 *
Non-Voting 170,000 6.3

Arthur J. Breault, Jr. Voting 0 *
Non-Voting 4,657 *

C. Russell Luigs Voting 10,000 *
Non-Voting 10,000 *

Richard H. Matzke Voting 0 *
Non-Voting 0 *

Thomas H. Murphy Voting 4,100 *
Non-Voting 4,757 *

NAMED EXECUTIVE OFFICERS(2)

Michael J. McCann Voting 0 *
Non-Voting 25,000 *

Richard A. Rovinelli Voting 0 *
Non-Voting 0 *

William P. Sorenson Voting 0 *
Non-Voting 10,000 *

ALL DIRECTORS AND EXECUTIVE Voting 1,496,366 52.5
OFFICERS AS A GROUP (11 PERSONS) Non-Voting 224,414 8.3

- ----------
* Less than one percent.

(1) Includes shares of non-voting stock issuable upon exercise of stock options
as follows: Mr. Bospflug - 150,000 shares; Mr. McCann - 25,000 shares; and Mr.
Sorenson - 10,000 shares; and all directors and executive officers as a group,
approximately 224,414 shares. Shares subject to options currently exercisable by
a person are deemed to be outstanding for purposes of computing the percent of
class owned by such person and by all directors and executive officers as a
group.

(2) Information on Mr. Bospflug's and Mr. Gonsoulin's ownership is included
under "Directors and Nominees" above.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

To PHI's knowledge, the only beneficial owners as of April 19, 2004, of
more than 5% of the outstanding Voting Stock, determined in accordance with Rule
13d-3 of the SEC, were (i) Al A. Gonsoulin, 2001 S.E. Evangeline Thruway,
Lafayette, Louisiana, whose beneficial ownership is shown under the heading
"Stock Ownership of Directors and Executive Officers," (ii) Strong Capital
Management, Inc., 100 Heritage Reserve, Menomonee Falls, Wisconsin, which,
according to a

Schedule 13G filed by that firm with the SEC, beneficially owns 224,617 shares,
or 7.9%, (iii) FMR Corp., 82 Devonshire Street, Boston, Massachusetts, which,
according to a Schedule 13G filed by that firm, beneficially owns 218,200
shares, or 7.6%, (iv) Woodbourne Partners, 200 N. Broadway, Suite 825, St.
Louis, Missouri, which, according to a Schedule 13G filed by that firm,
beneficially owns 224,700 shares or 7.9%, and (v) St. Denis J. Villere &
Company, 210 Baronne St., Suite 808, New Orleans, Louisiana, which, according to
a Schedule 13G filed by that firm, beneficially owns 164,800 shares, or 5.8%.

EXECUTIVE COMPENSATION AND CERTAIN TRANSACTIONS

SUMMARY OF EXECUTIVE COMPENSATION

The following table summarizes for the past three years, the compensation
of PHI's Chief Executive Officer and of certain other executive officers of PHI
whose annual compensation for 2003 exceeded $100,000.

Securities
Restricted Underlying All Other
Name and Principal Position Year Salary$ Bonus$ Stock Awards# Options# Compensation$(3)(4)
- --------------------------- ---- ------- ------ ------------- -------- -------------------

Al A. Gonsoulin(1) 2003 $ 375,000 0 0 0 $ 16,638
Chairman 2002 $ 375,000 0 0 0 $ 484
2001 0 0 0 0 0

Lance F. Bospflug(2) 2003 $ 275,000 0 0 0 $ 29,595
President and Chief 2002 $ 275,000 $ 160,000(5) 0 0 $ 35,828
Executive Officer $ 390,000(6)
2001 $ 275,000 0 0 0 $ 13,757

Michael J. McCann 2003 $ 175,000 0 0 0 $ 10,942
Chief Financial Officer, 2002 $ 175,000 $ 35,000(5) 0 0 $ 16,692
Secretary and Treasurer $ 90,000(6)
2001 $ 175,000 0 0 0 $ 9,999

Richard A. Rovinelli 2003 $ 150,000 0 0 0 $ 8,416
Chief Administrative 2002 $ 150,000 $ 40,000(5) 0 0 $ 12,268
Officer and Director of $ 90,000(6)
Human Resources 2001 $ 150,000 0 0 0 $ 7,230

William P. Sorenson 2003 $ 150,000 0 0 0 $ 23,127
Director of Marketing 2002 $ 150,000 $ 40,000(5) 0 0 $ 17,269
and Planning $ 90,000(6)
2001 $ 150,000 0 0 0 $ 9,451

(1) Mr. Gonsoulin became Chairman of the Board of PHI in September, 2001.

(2) Mr. Bospflug joined PHI in September, 2000 and became its Chief Executive
Officer in August, 2001.

(3) Amounts shown include the following: Mr. Rovinelli - includes a housing
subsidy/relocation allowance of $5,000 in 2001. For 2002 the amount shown
includes purchase of unused vacation time of $6,697 for Mr. Bospflug, $5,023 for
Mr. McCann, $4,413 for Mr. Rovinelli and $7,817 for Mr. Sorenson. For 2003, the
amount shown includes purchase of unused vacation time of $10,702 for Mr.
Sorenson.

(4) For each year, includes the aggregate value of matching Company
contributions and allocations to the Company's 401(k) plan, and the value of
term life insurance coverage provided. During 2003 matching contributions and
allocations to the Company's 401(k) plan were credited to the accounts of: Mr.
Gonsoulin - $12,075; Mr. Bospflug - $12,022; Mr. McCann - $8,986; Mr. Rovinelli
- - $6,794 and Mr. Sorenson - $8,101. Also during 2003 the value of term life and
disability insurance premiums paid or reimbursed by the Company was: Mr.
Gonsoulin - $4,563; Mr. Bospflug - $17,573; Mr. McCann - $1,956; Mr. Rovinelli -
$1,622 and Mr. Sorenson - $1,218. For Mr. Bospflug, the insurance reimbursement
included a cash payment sufficient to pay taxes on the insurance premium
reimbursement.

(5) These were bonus amounts payable under the Company's normal incentive
arrangements.

(6) These bonus amounts were paid relative to achievement of specified
restructuring requirements that were accomplished over the years 2001 and 2002,
but which were not payable until all actions were accomplished in 2002.

OPTION EXERCISES AND HOLDINGS

The following table contains information with respect to the Named
Executive Officers concerning options exercised in 2003 and unexercised options
held as of December 31, 2003. All options held are exercisable. No options were
granted to any of them in 2003.

Value of
Number of Securities Unexercised
Shares Acquired Underlying Unexercised In-the-Money
Name on Exercise Value Realized Options Options(1)
- ---- ----------- -------------- ------- ----------

Al A. Gonsoulin 0 0 0 0
Lance F. Bospflug 0 0 150,000 $2,391,000
Michael J. McCann 0 0 25,000 $ 303,750
Richard A. Rovinelli 12,500 $184,375(2) 0 0
William P. Sorenson 0 0 10,000 $ 142,500

(1) Reflects the difference between the $27.00 closing price of the Common Stock
on December 31, 2003, and the respective exercise prices of the options.

(2) See description in Certain Transactions (page 8).

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

PHI maintained until 2004 a supplemental executive retirement plan
("SERP") to supplement the retirement benefits otherwise available to PHI's
officers and certain key employees pursuant to its 401(k) Retirement Plan. The
SERP provided an annual benefit, generally equivalent to 33 1/3% of each such
participant's salary at the date she or he became a participant, up to $200,000
of salary, plus 50% of such salary in excess of $200,000, for a period of 15
years following retirement at age 65 or older. Similar benefits are also
provided upon death or disability of the participant. The estimated annual
benefits payable upon retirement at normal retirement age for Messrs. Bospflug,
McCann, Rovinelli and Sorenson are $104,166, $58,200, $40,000, and $30,400,
respectively. Mr. Gonsoulin is not a participant in the SERP.

In 2004, the Board of Directors terminated the SERP, subject to any vested
rights, and plans to offer participants a buy-out of their interest.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS

The Compensation Committee consists of Arthur Breault, Jr., C. Russell
Luigs, Richard H. Matzke and Thomas Murphy. No member of the Compensation
Committee was ever an officer or employee of PHI or any of its subsidiaries.

THE COMPENSATION COMMITTEE'S REPORT ON EXECUTIVE COMPENSATION

GENERAL. The functions of the Compensation Committee are to determine
compensation and benefits of officers and key employees and to administer PHI's
incentive compensation plans. The Compensation Committee is composed entirely of
Board members who are not employees of PHI. The Compensation Committee has
retained an outside consultant from time to time to assist it in obtaining
relevant information on pay practices at comparable organizations and to assist
it in developing compensation programs that are consistent with the Committee's
compensation philosophy and objectives.

The Compensation Committee's overall policy regarding executive
compensation is to ensure PHI's compensation programs will provide competitive
salary levels and short-term and long-term incentives in order to attract and
retain individuals of high quality and ability, promote individual recognition
for favorable performance by PHI and support the short and long range business
objectives and strategies of PHI.

Under the Omnibus Budget Reconciliation Act ("OBRA"), publicly-held
companies may be prohibited from deducting as an expense for federal income tax
purposes total compensation in excess of $1 million paid to certain executive
officers in a single year. However, OBRA provides an exception for "performance
based" compensation, including stock options and restricted stock awards. The
Compensation Committee expects to keep "non-performance based" compensation
within the $1 million limit so that all executive compensation will be fully
deductible.

PHI's executive compensation currently consists of two principal
components: salary and annual incentive payments.

SALARY AND ANNUAL INCENTIVE PAYMENTS. Salaries for officers other than the
Chairman of the Board and the Chief Executive Officer were established in 1999
with the aid of an outside consultant. No pay increases have been awarded since.
In 2002 the salary of the Chairman of the Board was fixed at $375,000 per year
in recognition of the performance of PHI and his undertaking full time
responsibility.

No annual incentive awards were made in 2001. In May 2002, the
Compensation Committee, in recognition of the Company's performance so far
during the year and accomplishment of certain restructuring objectives,
authorized a bonus pool of $1,200,000 and authorized the Chairman of the Board
to determine recipients and amounts of bonuses to be paid. Also in 2002, the
Compensation Committee began a study, with the assistance of an outside
consultant, of the Company's compensation practices, looking toward adopting a
comprehensive compensation program for executives in 2003, but the study was not
completed. Pending the conclusion of that

study and the adoption of a program, in March, 2003 the Committee authorized a
bonus pool of from 3% to 5% of PHI's pre-tax earnings in 2002, the precise
amount to be determined by the Chairman of the Board, and authorized the
Chairman to make individual payments in his discretion. No bonus was paid for
2003.

CHIEF EXECUTIVE OFFICER COMPENSATION. In September, 2000 Lance Bospflug
was employed as President, and on August 17, 2001, he was named Chief Executive
Officer at no increase in compensation. The terms of his employment letter
require an annual performance and salary review, but no such review has yet been
conducted by the Compensation Committee or the Board. The bonus awards paid for
2002 was determined by the Chairman of the Board as authorized by the
Compensation Committee.

The Compensation Committee believes that the compensation of the Chief
Executive Officer and other executive officers is competitive with or below
comparable companies.

By the Members of the Compensation Committee.

Arthur J. Breault, Jr.
C. Russell Luigs
Richard H. Matzke
Thomas H. Murphy

CERTAIN TRANSACTIONS

In 2003, the Company purchased 12,500 stock options previously awarded to
Mr. Richard Rovinelli. The net amount paid for the options was $184,375,
representing the difference between the market price of $27.50 on the date of
the transaction, May 15, 2003, and the option price, which was $12.75.

PERFORMANCE GRAPH

The following Performance Graph compares PHI's cumulative total
stockholder return on its Voting Stock for the last five years with the
cumulative total return on the Russell 2000 Index and the Howard, Weil/Bloomberg
Oilfield Services Index ("HWB Index"), assuming the investment of $100 on
January 1, 1999, at closing prices on December 31, 1998, and reinvestment of
dividends. The Russell 2000 Index consists of a broad range of publicly-traded
companies with smaller market capitalizations and is published daily in the Wall
Street Journal. The HWB Index consists of 34 publicly-held companies in the oil
field service industry and is published by Howard, Weil, Labouisse, Friedrichs,
Inc.

(LINE GRAPH)

CUMULATIVE TOTAL RETURNS AS OF DECEMBER 31.

INDEX 1998 1999 2000 2001 2002 2003
- ----- ---- ---- ---- ---- ---- ----

PHI 100.0 57.38 80.52 124.07 183.87 151.99
Russell 2000 100.0 121.08 118.13 117.23 92.97 137.20
HWB Index 100.0 144.86 216.90 168.60 153.12 163.98

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors of PHI is composed of
non-employee directors. It operates under an Audit Committee charter revised in
2003 and 2004, a copy of which is attached to this Information Statement. The
Board has made a determination that the members of the Audit Committee satisfy
the requirements of NASDAQ as to independence, and that all members of the Audit
Committee are financially sophisticated within the meaning of NASDAQ rules. The
Board has also determined that it is not clear whether any member of the Audit
Committee is a "Financial Expert" within the meaning of SEC Rules, but the Board
does not feel a Financial Expert to be necessary in view of the overall
financial sophistication of Committee members. This is a report of the
Committee's activities relating to 2003.

The Audit Committee reviewed and discussed the audited financial
statements with management and discussed with the independent auditors the
matters required to be discussed by SAS 61 (Codification of statements on
Auditing Standards, AU Section 380). The Committee also received the written
disclosures and the letter from the independent auditors required by
Independence Standards Board Standard No. 1 (Independent Standards Board
Standard No. 1, Independence Discussions with Audit Committees), and has
discussed with the independent auditors the independent auditor's independence.

Based on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the last
fiscal year for filing with the SEC.

In accordance with the rules of the SEC, the foregoing information is not
deemed to be "soliciting material," or to be "filed" with the SEC or subject to
its Regulation 14A, other than as provided in that Regulation, or to be subject
to the liabilities of section 18 of the Securities Exchange Act of 1934, except
to the extent that the Company specifically requests that the information be
treated as soliciting material or specifically incorporates it by reference into
a document filed under the Securities Act of 1933 or the Securities Exchange Act
of 1934.

Thomas H. Murphy, Chairman
Arthur J. Breault, Jr.
C. Russell Luigs
Richard F. Matzke

RELATIONSHIP WITH INDEPENDENT
PUBLIC ACCOUNTANTS

GENERAL

Our consolidated financial statements for 2002 and 2003 were audited by
the firm of Deloitte & Touche, LLP, which will remain as our auditors until
replaced by the Board upon the recommendation of the Audit Committee.
Representatives of Deloitte & Touche, LLP, are not expected to be present at the
Meeting.

FEES

The following is a summary of the fees billed to PHI and its subsidiaries
by Deloitte & Touche, LLP for professional services rendered.

Year ended December 31,
-----------------------------------------------------------------
Fee Category 2003 2002
------------ ---- ----
Amount Percentage Amount Percentage
------ ---------- ------ ----------

Audit fees $ 229,000 19% $ 215,000 5%
Audit-related fees 165,000 12% 109,000 3%
---------- --- ---------- ---
Total Audit and Audit-related fees $ 394,000 29% $ 324,000 8%

Tax fees 128,000 10% 57,000 2%
Other Fees 828,000 61% 3,587,000 90%
---------- --- ---------- ---
Total fees $1,350,000 100% $3,968,000 100%
========== === ========== ===

Fees for audit services include fees associated with the annual audit and the
reviews of the Company's quarterly reports on Form 10-Q, services that are
normally provided by the independent auditor in connection with statutory and
regulatory filings or engagements and services that generally only the
independent auditors can provide. Audit-related fees principally include,
accounting consultations and employee benefit plan audits, and in 2003 include
Sarbanes-Oxley Section 404 advisory services ($155,000). Tax fees include tax
compliance, tax advice and, in 2003, included amended tax returns covering
several prior years. Other fees for 2003 include consulting work related to
replacement of the Company's inventory, materials, and maintenance system
($699,000), and the remainder related to the completion of the Company's
financial information systems. Other fees for 2002 were related to replacement
of the Company's financial information systems.

POLICY ON PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF
INDEPENDENT AUDITORS

All audit and permissible non-audit services provided by the independent
auditors are pre-approved by PHI's Audit Committee. These services may include
audit services, audit-related services and other services. Pre-approval is
generally provided for up to one year and any pre-approval is detailed as to the
particular service or category of services and is generally subject to a
specific budget. The independent auditors and management are required to
periodically report to the Audit Committee regarding the extent of services
provided by the independent auditors in accordance with this pre-approval, and
the fees for the services performed to date. The Audit Committee may also
pre-approve particular services on a case-by-case basis.

PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION
TO CHANGE THE COMPANY'S NAME

The Board of Directors of the Company has unanimously approved the
amendment of Article 1 of the Articles of Incorporation and recommend that it be
submitted to the Company's stockholders for approval. The proposed amendment
would, if approved, change the name of the Company from "Petroleum Helicopters,
Inc." to PHI, Inc., by amending Article 1 of the Articles of Incorporation to
read as follows

ARTICLE 1. NAME. The name of the corporation is PHI, Inc. (hereinafter
referred to as the "Corporation").

The Company believes that the Company is better known as PHI rather than
by its full name, so that the proposed name change will simply make official
what is already the practical case.

If the proposed amendment is approved the Common Stock symbol on the
NASDAQ Stock Market will not be changed.

The proposed Amendment of Article 1 of the Articles of Incorporation must
be approved by a majority of the outstanding shares to be effective. The Board
of Directors believes that the proposed name change is in the best interests of
PHI and its stockholders and recommends that stockholders vote for the proposed
Amendment to Article 1 of the Articles of Incorporation.

OTHER MATTERS

QUORUM AND VOTING

The presence, in person or by proxy, of a majority of the outstanding
shares of Voting Stock is necessary to constitute a quorum. Stockholders voting,
or abstaining from voting, by proxy on any issue will be counted as present for
purposes of constituting a quorum. If a quorum is present, the election of
directors will be determined by plurality vote, and the proposed amendment to
the Articles of Incorporation will require approval of holders of a majority of
the outstanding shares of voting stock.

A broker or nominee holding shares registered in its name, or in the name
of its nominee, that are beneficially owned by another person and for which it
has not received instructions as to voting from the beneficial owner has the
discretion to vote the beneficial owner's shares with respect to the election of
directors. Shares as to which a broker or nominee does not vote on a matter are
referred to as broker non-votes on that matter. Broker non-votes will be counted
as not present at the Meeting except with respect to the convening of the
Meeting and the election of directors. Broker non-votes will have no effect on
the election of directors but will have the effect of a vote against the
proposed amendment to the Articles of Incorporation.

The Board does not know of any matters to be presented at the Meeting
other than those described herein.

STOCKHOLDER PROPOSALS

Eligible stockholders who desire to present a proposal qualified for
inclusion in the proxy or information materials relating to the 2004 annual
meeting of stockholders must forward such proposal to the Secretary of PHI at
the address set forth on the first page of this Information Statement in time to
arrive at PHI before January 14, 2005.

The Company's by-laws state that for any business to be properly brought
before the annual meeting, notice of the proposal must be received by the
Company no later than the close of business on the 60th day nor earlier than the
close of business on the 90th day before the first anniversary of the preceding
year's annual meeting; in case of the 2005 annual meeting, this provision will
require notice between March 5, 2005 and February 3, 2005. If, however, the date
of the annual meeting is more than 30 days before or more than 60 days after
such anniversary date, notice by the stockholder to be timely must be so
delivered not earlier than the close of business on the 90th day before such
annual meeting and not later than the close of business on the later of the 60th
day before such

annual meeting or the 10th day following the day on which public announcement of
the date of such meeting is first made by the Company.

This notice must set forth (a) a brief description of the business desired
to be brought before the meeting, the reasons for conducting such business at
the meeting and any material interest in such business of such stockholder and
the beneficial owner, if any, on whose behalf the proposal is made; and (b) as
to the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the proposal is made (i) the name and address of such stockholder, as
they appear on the Company's books, and of such beneficial owner and (ii) the
class and number of shares of the Company which are owned beneficially and of
record by such stockholder and such beneficial owner.

By Order of the Board of Directors

-------------------------------------
Michael J. McCann
Secretary

Lafayette, Louisiana
April 20, 2004

Exhibit A

PETROLEUM HELICOPTERS, INC.

AUDIT COMMITTEE CHARTER

I. COMMITTEE MEMBERSHIP

A. The Audit Committee of Petroleum Helicopters, Inc. (the "Company")
shall be comprised of at least three directors who shall be
independent with the meaning of applicable rules of the NASDAQ and
the Securities and Exchange Commission, and who shall also possess
the qualifications of NASDAQ.

II. COMMITTEE PURPOSES

A. The purpose of the Audit Committee is to oversee the accounting and
financial reporting processes of the Company and the audits of the
financial statements of the Company.

B. The function of the Audit Committee is oversight. The management of
the Company is responsible for the preparation, presentation and
integrity of the Company's financial statements and for the
effectiveness of internal control over financial reporting.
Management and the internal auditing department are responsible for
maintaining appropriate accounting and financial reporting
principles and policies and internal controls and procedures that
provide for compliance with accounting standards and applicable laws
and regulations. The independent auditors are responsible for
planning and carrying out a proper audit of the Company's annual
financial statements, reviews of the Company's quarterly financial
statements prior to the filing of each quarterly report on Form
10-Q, annually auditing management's assessment of the effectiveness
of internal control over financial reporting (commencing in the
fiscal year ending December 31, 2004), and other procedures. In
fulfilling their responsibilities hereunder, it is recognized that
members of the Audit Committee are not full-time employees of the
Company and are not, and do not represent themselves to be,
performing the functions of auditors or accountants. As such, it is
not the duty or responsibility of the Audit Committee or its members
to conduct "field work" or other types of auditing or accounting
reviews or procedures or to set auditor independence standards.

C. The independent auditors shall submit to the Audit Committee
annually a formal statement (the "Auditors' Statement") describing:
(1) the auditors' internal quality-control procedures; (2) any
material issues raised by the most recent internal quality-control
review or peer review of the auditors, or by any inquiry or
investigation by governmental or professional authorities, within
the preceding five years, respecting one or more independent audits
carried out by the auditors, and any steps taken to deal with any
such issues; and (3) to assess the auditors' independence, all
relationships between the independent auditors and the Company,
including the matters set forth in Independence Standards Board No.
1.

D. The independent auditors shall submit to the Audit Committee
annually a formal statement of the fees billed in each of the last
two fiscal years for each of the following categories of services
rendered by the independent auditors: (1) the audit of the Company's
annual financial statements and the reviews of the financial
statements included in the Company's Quarterly Reports on Form 10-Q
or services that are normally provided by the independent auditors
in connection with statutory and regulatory filings or engagements;
(2) assurance and related services not included in clause (1) that
are reasonably related to the performance of the audit or review of
the Company's financial statements, in the aggregate and by each
service; (3) tax compliance, tax advice and tax planning services,
in the aggregate and by each service; and (4) all other products and
services rendered by the independent auditors, in the aggregate and
by each service.

III. COMMITTEE DUTIES AND RESPONSIBILITIES

To carry out its purposes, the Audit Committee shall have the following
duties and responsibilities:

A. with respect to the independent auditors:

1. to be directly responsible for the appointment, compensation,
retention and oversight of the work of the independent
auditors, who shall report directly to the Audit Committee;

2. to be directly responsible for the appointment, compensation,
retention and oversight of the work of any other registered
public accounting firm engaged for the purpose of preparing or
issuing an audit report or to perform audit, review or
attestation services, which firm shall also report directly to
the Audit Committee;

3. to pre-approve, and to adopt appropriate procedures to
pre-approve, all audit and non-audit services to be provided
by the independent auditors;

4. to ensure that the independent auditors prepare and deliver
annually an Auditors' Statement, and to discuss with the
independent auditors any relationships or services disclosed
in this Statement that may impact the quality of audit
services or the objectivity and independence of the Company's
independent auditors;

5. to obtain from the independent auditors in connection with any
audit a timely report relating to the Company's annual audited
financial statements describing all critical accounting
policies and practices used, all alternative treatments within
generally accepted accounting principles for policies and
practices related to material items that have been discussed
with management, ramifications of the use of such alternative
disclosures and treatments, and the treatment preferred by the
independent auditors, and any material written communications
between the independent auditors and

management, such as any "management" letter or schedule of
unadjusted differences; and

6. to discuss with management the timing and process for
implementing the rotation of the lead audit partner, the
concurring/reviewing partner and any other active audit
engagement team partner;

B. with respect to the internal auditing department, to review the
appointment and replacement of the director of the internal auditing
department, who shall report directly to the Audit Committee but
shall also be given managerial responsibility and oversight by the
Chief Financial Officer of the Company;

C. with respect to accounting principles and policies, financial
reporting and internal audit control over financial reporting:

1. to consider any reports or communications (and management's
and/or the internal audit department's responses thereto)
submitted to the Audit Committee by the independent auditors
required by or referred to in SAS 61, as it may be modified or
supplemented, or other professional standards;

2. to meet with management, the independent auditors and, if
appropriate, the director of the internal auditing department:

i. to discuss the scope of the annual audit;

ii. to discuss the annual audited financial statements and
quarterly financial statements, including the Company's
disclosures under "Management's Discussion and Analysis
of Financial Condition and Results of Operations";

iii. to discuss any significant matters arising from any
audit, including any audit problems or difficulties,
whether raised by management, the internal auditing
department or the independent auditors, relating to the
Company's financial statements;

iv. to discuss any difficulties the independent auditors
encountered in the course of the audit, including any
restrictions on their activities or access to requested
information and any significant disagreements with
management;

v. to discuss any "management" or "internal control" letter
issued, or proposed to be issued, by the independent
auditors to the Company; and

vi. to discuss, as appropriate: (a) any major issues
regarding accounting principles and financial statement
presentations, including any significant changes in the
Company's selection or application of

accounting principles, and major issues as to the
adequacy of the Company's internal controls and any
special audit steps adopted in light of material control
deficiencies; (b) analyses prepared by management and/or
the independent auditors setting forth significant
financial reporting issues and judgments made in
connection with the preparation of the financial
statements, including analyses of the effects of
alternative GAAP methods on the financial statements;
and (c) the effect of regulatory and accounting
initiatives, as well as off-balance sheet structures, on
the financial statements of the Company;

3. to inquire of the Company's chief executive officer and chief
financial officer as to the existence of any significant
deficiencies or material weaknesses in the design or operation
of internal control over financial reporting that are
reasonably likely to adversely affect the Company's ability to
record, process, summarize and report financial information,
and as to the existence of any fraud, whether or not material,
that involves management or other employees who have a
significant role in the Company's internal control over
financial reporting;

4. to discuss guidelines and policies governing the process by
which senior management of the Company and the relevant
departments of the Company assess and manage the Company's
exposure to risk, and to discuss the Company's major financial
risk exposures and the steps management has taken to monitor
and control such exposures;

5. to obtain from the independent auditors assurance that the
audit was conducted in a manner consistent with Section 10A of
the Exchange Act, which sets forth certain procedures to be
followed in any audit of financial statements required under
the Exchange Act;

6. to discuss with the Company's General Counsel any significant
legal, compliance or regulatory matters that may have a
material effect on the financial statements or the Company's
business, financial statements or compliance policies,
including material notices to or inquiries received from
governmental agencies;

7. to discuss and review the type and presentation of information
to be included in earnings press releases;

8. to discuss the types of financial information and earnings
guidance provided, and the types of presentations made, to
analysts and rating agencies;

9. to establish procedures for the receipt, retention and
treatment of complaints received by the Company regarding
accounting, internal accounting controls or auditing matters,
and for the confidential, anonymous submission by

Company employees of concerns regarding questionable
accounting or auditing matters;

10. to review and discuss any reports concerning material
violations submitted to it by Company attorneys or outside
counsel pursuant to the SEC attorney professional
responsibility rules (17 C.F.R. Part 205) or otherwise; and

11. to review and approve all related party transactions of the
Company;

D. with respect to reporting and recommendations:

1. to prepare any report or other disclosures, including any
recommendation of the Audit Committee, required by the rules
of the SEC to be included in the Company's annual proxy
statement;

2. to review and reassess the adequacy of this Charter at least
annually and recommend any changes to the full Board of
Directors; and

3. to report its activities to the full Board of Directors on a
regular basis and to make such recommendations with respect to
the above and other matters as the Audit Committee may deem
necessary or appropriate.

IV. COMMITTEE STRUCTURE AND OPERATIONS

The Audit Committee shall designate one member of the Audit Committee as
its chairperson. The Audit Committee shall meet once every fiscal quarter,
or more frequently if circumstances dictate; should meet separately at
least quarterly with management, the director of the internal auditing
department and the independent auditors to discuss any matters that the
Audit Committee or any of these persons or firms believe should be
discussed privately; and should meet without management present at least
once a year. The Audit Committee may request any officer or employee of
the Company or the Company's outside counsel or independent auditors to
attend a meeting of the Audit Committee or to meet with any members of, or
consultants to, the Audit Committee.

V. DELEGATION TO SUBCOMMITTEE

The Audit Committee may, in its discretion, delegate all or a portion of
its duties and responsibilities to a subcommittee of the Audit Committee.
The Audit Committee may, in its discretion, delegate to one or more of its
members the authority to pre-approve any audit or non-audit services to be
performed by the independent auditors, provided that any such approvals
are presented to the Audit Committee at its next scheduled meeting.

VI. RESOURCES AND AUTHORITY OF THE AUDIT COMMITTEE

A. The Audit Committee shall have the resources and authority
appropriate to discharge its duties and responsibilities, including
the authority to select, retain, terminate, and approve the fees and
other retention terms of special or independent counsel,

accountants or other experts and advisors, as it deems necessary or
appropriate, without seeking approval of the Board or management.

B. The Company shall provide for appropriate funding, as determined by
the Audit Committee, in its capacity as a committee of the Board,
for payment of:

1. compensation to the independent auditors and any other public
accounting firm engaged for the purpose of preparing or
issuing an audit report or performing other audit, review or
attest services for the Company;

2. compensation of any advisers employed by the Audit Committee;
and

3. ordinary administrative expenses of the Audit Committee that
are necessary or appropriate in carrying out its duties.