Securities and Exchange Commission
Washington, D.C. 20549

FORM 10-Q

[X] Quarterly Report Pursuant To Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the quarterly period ended: June 30, 2001

[ ] Transition Report Pursuant To Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the transition period from ___________ to ___________

Commission file number 0-9827

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

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

2121 Airline Drive Suite 400
P.O. Box 578, Metairie, Louisiana 70001-5979
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (504) 828-3323

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes [X] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the Issuer's classes of
common stock, as of the latest practicable date.

Class Outstanding at July 31, 2001
----- ----------------------------

Voting Common Stock 2,793,386 shares
Non-Voting Common Stock 2,404,897 shares

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PETROLEUM HELICOPTERS, INC.

INDEX - FORM 10-Q

Part I - Financial Information

Item 1. Financial Statements - Unaudited
Consolidated Balance Sheets - June 30, 2001 and
December 31, 2000 ................................... 3
Consolidated Statements of Operations - Three Months
and Six Months Ended June 30, 2001 and 2000.......... 4
Consolidated Statements of Cash Flows - Six Months
Ended June 30, 2001 and 2000 ........................ 5
Notes to Consolidated Financial Statements ............. 6

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations .................... 10

Item 3. Quantitative and Qualitative Disclosures about
Market Risk ............................................ 18

Part II - Other Information

Item 1. Legal Proceedings .......................................... 18

Item 6. Exhibits and Reports on Form 8-K ........................... 18

Signature .................................................. 19

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(THOUSANDS OF DOLLARS, EXCEPT SHARE DATA)
(UNAUDITED)

JUNE 30, DECEMBER 31,
2001 2000
---- ----

ASSETS
Current Assets:
Cash and cash equivalents $ 1,491 $ 863
Accounts receivable -- net of allowance:
Trade 46,024 39,399
Other 1,383 3,490
Inventory 34,676 35,175
Prepaid expenses 5,315 5,112
Refundable income taxes 1,773 3,852
--------- ---------
Total current assets $ 90,662 $ 87,891

Property and equipment, net 123,855 131,856
Other 7,626 3,008
--------- ---------
Total Assets $ 222,143 $ 222,755
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities $ 26,886 $ 30,047
Accrued vacation payable 7,370 6,553
Current maturities of long-term debt and capital
lease obligations 14,823 9,744
--------- ---------
Total current liabilities $ 49,079 $ 46,344

Long-term debt and capital lease obligations, net of
current maturities 57,447 65,075
Deferred income taxes 19,410 17,600
Other long-term liabilities 12,561 12,114
Commitments and Contingencies (Note 4)

Shareholders' Equity
Voting common stock -- par value of $0.10;
authorized shares of 12,500,000 279 279
Non-voting common stock -- par value of $0.10;
authorized shares of 12,500,000 238 237
Additional paid-in capital 12,141 12,045
Accumulated other comprehensive income (loss) (865) --
Retained earnings 71,853 69,061
--------- ---------
Total shareholders' equity 83,646 81,622
--------- ---------
Total Liabilities and Shareholders' Equity $ 222,143 $ 222,755
========= =========

The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.

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PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

QUARTER ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
----------------------- -------------------------
2001 2000 2001 2000
---- ---- ---- ----

REVENUES AND OTHER
INCOME:
Operating revenues $ 68,534 $ 55,105 $ 131,793 $ 107,764
Other income, net 703 2,400 2,734 2,547
--------- --------- --------- ---------
69,237 57,505 134,527 110,311
--------- --------- --------- ---------
EXPENSES:
Direct expenses 58,790 52,505 117,606 102,019
Selling, general, and
administrative 4,414 4,046 9,094 8,067
Interest expense 1,651 1,473 3,372 2,983
--------- --------- --------- ---------
64,855 58,024 130,072 113,069
--------- --------- --------- ---------
Income (loss) before income taxes 4,382 (519) 4,455 (2,758)

Income taxes 1,622 (193) 1,649 (1,004)
--------- --------- --------- ---------
Net income (loss) $ 2,760 $ (326) $ 2,806 $ (1,754)
========= ========= ========= =========

Weighted average common shares
outstanding:
Basic 5,170 5,161 5,169 5,161
Diluted 5,305 5,161 5,226 5,161

Net Income (loss) per common
share:
Basic $ 0.53 $ (0.06) $ 0.54 $ (0.34)
Diluted $ 0.52 $ (0.06) $ 0.54 $ (0.34)

The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.

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PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(THOUSANDS OF DOLLARS)
(UNAUDITED)

SIX MONTHS ENDED JUNE 30,
-------------------------
2001 2000
---- ----

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 2,806 $ (1,754)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation 7,861 6,673
Deferred income taxes 1,810 (282)
Gain on asset dispositions (2,272) (2,592)
Equity in net losses of investee companies, net of
distributions -- 14
Other 400 323
Changes in operating assets and liabilities (7,639) 5,674
-------- --------
Net cash provided by operating activities 2,966 8,056
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in and advances to affiliates 71 (1,266)
Purchase of property and equipment (12,311) (9,422)
Proceeds from asset dispositions 12,441 14,302
-------- --------
Net cash provided by investing activities 201 3,614
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt 2,500 6,000
Payments on long-term debt (5,049) (18,194)
Other 10 --
-------- --------
Net cash used in financing activities (2,539) (12,194)
-------- --------
Increase (decrease) in cash and cash equivalents 628 (524)

Cash and cash equivalents, beginning of period 863 1,663
-------- --------
Cash and cash equivalents, end of period $ 1,491 $ 1,139
======== ========

The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.

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PETROLEUM HELICOPTERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. GENERAL

The accompanying unaudited condensed consolidated financial statements include
the accounts of Petroleum Helicopters, Inc. and subsidiaries ("PHI" or the
"Company"). In the opinion of management, these financial statements reflect all
adjustments, consisting of only normal, recurring adjustments, necessary to
present fairly the financial results for the interim periods presented. These
condensed consolidated financial statements should be read in conjunction with
the financial statements contained in the Company's Annual Report on Form 10-K
for the year ended December 31, 2000 and the accompanying notes and Management's
Discussion and Analysis of Financial Condition and Results of Operations.

The Company's financial results, particularly as they relate to the Company's
domestic oil and gas operations, are influenced by seasonal fluctuations as
discussed in the Company's Annual Report on Form 10-K for the year ended
December 31, 2000. Therefore, the results of operations for interim periods are
not necessarily indicative of the operating results that may be expected for a
full fiscal year.

2. SEGMENT INFORMATION

The Company has identified four principal segments: Domestic Oil and Gas and
Other, International, Aeromedical, and Technical Services. The Domestic Oil and
Gas and Other segment provides helicopter services to oil and gas customers
operating in the Gulf of Mexico. The Domestic Oil and Gas and Other segment also
provides helicopter services to certain domestic governmental agencies involved
with forest-fire fighting activities. The International segment provides
helicopters in various foreign countries to oil and gas customers, including
national oil companies, and certain U.S. and foreign governmental agencies. The
Aeromedical segment provides helicopter services to hospitals and medical
programs in several U.S. states. The Company's AirEvac subsidiary is included in
the Aeromedical segment. The Technical Services segment provides helicopter
repair and overhaul services for a variety of helicopter owners and operators.

Segment operating income is operating revenues less direct expenses, selling,
general, and administrative costs and interest expense allocated to the
operating segment. Unallocated overhead consists primarily of corporate selling,
general, and administrative costs that the Company does not allocate to the
operating segments.

Summarized financial information concerning the Company's reportable operating
segments for the quarter and six months ended June 30, 2001 and 2000 is as
follows (in thousands):

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QUARTER ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------ ------------------------
2001 2000 2001 2000
---- ---- ---- ----

Segment operating revenues, excluding
other income:
Domestic Oil and Gas and Other $ 46,302 $ 35,206 $ 86,268 $ 68,705
International 5,230 4,356 11,069 10,077
Aeromedical 11,710 11,059 23,649 22,113
Technical Services 5,292 4,484 10,807 6,869
--------- --------- --------- ---------
Total operating revenues,
excluding other income $ 68,534 $ 55,105 $ 131,793 $ 107,764
========= ========= ========= =========
Segment operating income (loss),
excluding other income:
Domestic Oil and Gas and Other $ 6,517 $ (452) $ 7,208 $ 96
International (75) (418) (535) (240)
Aeromedical (40) 91 880 126
Technical Services 1,109 901 1,741 870
--------- --------- --------- ---------
Total segment operating income
(loss) excluding other income 7,511 122 9,294 852
Other income, net 703 2,400 2,734 2,547
Unallocated selling, general
and administrative expense (3,832) (3,041) (7,573) (6,157)
--------- --------- --------- ---------
Income (loss) before
income taxes $ 4,382 $ (519) $ 4,455 $ (2,758)
========= ========= ========= =========

3. OTHER ASSETS

In June 2001 the Company executed an agreement for the sale of its 50% equity
interest and related assets in Clintondale Aviation, Inc. ("Clintondale") which
operated helicopters and fixed-wing aircraft primarily in Kazakhstan. The
Company had also previously leased four aircraft to Clintondale. The Company
executed a promissory note for $3.1 million due from Clintondale in exchange for
the previously leased four aircraft, certain amounts receivable from
Clintondale, and the Company's 50% equity interest in Clintondale. The book
value of the assets sold totaled $3.1 million, less a provision recorded at
December 31, 2000 of $1.3 million, or a net amount of $1.8 million.

Other Assets also includes $3.0 million that the Company funded toward the
construction cost of a new principal operating facility to be leased by the
Company. Any such amounts funded by PHI, up to $4.0 million, will amortize over
10 years at 7% per annum and the resulting monthly amortization amounts will
reduce PHI's monthly lease payments for the first 10 years of the lease.

4. COMMITMENTS AND CONTINGENCIES

Environmental Matters -- The Company has conducted environmental reviews and
assessments at certain of its operating bases. In connection with the
assessments, the Company has recorded an aggregated estimated liability of $3.0
million for environmental remediation costs that were probable and estimable at
June 30, 2001. The Company recorded no additional provisions for the quarter
ended June 30, 2001.

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The Company began conducting environmental site surveys in late 2000 at its
Lafayette, Louisiana facility, which will be vacated in 2001 when the Company
moves to its new facility. Initial phases of the surveys have identified certain
contamination. However, until the surveys and associated work are complete, the
Company cannot reasonably estimate the extent of that contamination and the
associated costs of remediation. The Company anticipates that it will also
conduct environmental site surveys at certain other Gulf Coast facilities during
2001. It is expected that the results of the surveys discussed above will
require additional provisions for environmental remediation costs, but the
Company is currently unable to estimate the amount of additional provisions that
may be necessary.

Legal Matters -- The Company is named as a defendant in various legal actions
that have arisen in the ordinary course of its business and have not been
finally adjudicated. The amount, if any, of ultimate liability with respect to
such matters cannot be determined. In the opinion of management, the amount of
the ultimate liability with respect to these actions will not have a material
adverse effect on results of operations, cash flow or financial position of the
Company.

Long-Term Debt -- On July 3, 2001, the Company executed a revised credit
agreement with its lending group. The revised credit agreement provides for a
$45.0 million revolving credit facility and a $25.5 million term credit
facility. The loan is secured by substantially all of the Company's assets. The
secured term and revolving loan permits prime rate based borrowings and
"Offshore Base Rate" (equivalent to LIBOR) based borrowings. The term credit
facility is payable in scheduled payments of $3.5 million on September 30, 2001,
$3.0 million on December 31, 2001, and $1.9 million per quarter beginning on
March 31, 2002 to September 30, 2004. At June 30, 2001 and December 31, 2000,
$25.5 million and $30.0 million was outstanding on the term credit facility. The
revolving credit facility converts to a term loan on January 31, 2002, with
scheduled quarterly installments equal to 5% of the principal amount outstanding
at the conversion date, with the final balance due January 31, 2003. At June 30,
2001 and December 31, 2000, $44.5 million and $37.5 million was outstanding on
the revolving credit facility.

The Company is subject to certain financial covenants under its loan agreement
with its principal lending group, and was in compliance with those covenants on
June 30, 2001 or had received the appropriate waiver. These covenants include
maintaining certain levels of cash flow, working capital and shareholders'
equity and contain other provisions, some of which restrict the purchases of the
Company's stock, capital expenditures, and payment of dividends. The declaration
or payment of dividends is restricted to 20% of net earnings for the previous
four fiscal quarters. The loan agreement also limits the creation, incurrence,
or assumption of Funded Debt (as defined, which includes long-term debt) and the
acquisition of investments in unconsolidated subsidiaries.

Operating Leases -- The Company will lease a new principal operating facility
for twenty years, including three five-year renewal options, effective September
2001. Under the terms of the new facility lease, there is a commitment by the
Company, under certain circumstances, to fund $4.0 million of construction
costs. Any such amounts funded by PHI will amortize over 10 years at 7% per
annum and the resulting monthly amortization amounts will reduce PHI's monthly
lease payments for the first 10 years of the lease. As of June 30, 2001, the
Company paid $3.0 million of the commitment. The Company expects that it will
pay the remaining $1.0 million in September 2001.

The Company leases certain aircraft, facilities, and equipment used in its
operations. The related lease agreements, which include both non-cancelable and
month-to-month terms, generally provide for fixed monthly rentals and, for
certain real estate leases, renewal options. The Company has approximately
$117.9 million in aggregate lease commitments under operating leases of which
approximately $19.0 million is payable during the next twelve months.

Purchase Commitments -- At June 30, 2001, the Company had no outstanding
purchase commitments.

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5. INTEREST RATE SWAPS

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 133. SFAS No. 133 establishes new
accounting and reporting standards for derivative financial instruments and for
hedging activities. SFAS No. 133 requires the Company to measure all derivatives
at fair value and to recognize them in the balance sheet as an asset or
liability, depending on the Company's rights or obligations under the applicable
derivative contract.

The Company uses interest rate swaps to hedge its cash flow related to interest.
Effective January 1, 2001, the Company began accounting for its interest rate
swaps in accordance with SFAS No. 133, as amended, and has designated the
interest rate swaps as cash flow hedges. The cumulative effect of adopting SFAS
No. 133, as amended, on January 1, 2001 resulted in an increase of $38,000 to
other comprehensive income. As of June 30, 2001, the fair market value of these
interest rate swaps was a $0.9 million liability and is included in other
long-term liabilities on the balance sheet.

6. ACCUMULATED OTHER COMPREHENSIVE INCOME

Following is a summary of the Company's comprehensive income (loss) for the
quarter and six months ended June 30, 2001 and 2000 (in thousands):

QUARTER ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- --------------------
2001 2000 2001 2000
---- ---- ---- ----

Net income (loss) $ 2,760 $ (326) $ 2,806 $(1,754)
Other comprehensive income
(loss):
Cumulative effect of adopting
SFAS No. 133 -- -- 38 --
Unrecognized income (loss) on
interest rate swaps 32 -- (903) --
------- ------- ------- -------
Comprehensive income (loss) $ 2,792 $ (326) $ 1,941 $(1,754)
======= ======= ======= =======

7. VALUATION ACCOUNTS

The Company establishes an allowance for doubtful accounts based upon factors
surrounding the credit risk of specific customers, current market conditions,
and other information. The allowance for doubtful accounts was $1.3 million and
$2.2 million at June 30, 2001 and December 31, 2000, respectively.

The Company also establishes valuation reserves related to obsolescent and
excess inventory. The inventory valuation reserves were $4.2 million and $3.7
million at June 30, 2001 and December 31, 2000, respectively.

8. SEVERANCE LIABILITY

At December 31, 2000, the Company recorded a severance liability of $1.1 million
for a plan of termination for approximately 120 employees. That termination plan
was executed in the first quarter 2001. There was no additional severance cost
incurred in the second quarter ended June 30, 2001. The related severance
liability at June 30, 2001 was $0.4 million covering three employees and certain
other cost related to the termination of all employees under the plan. The
Company expects to pay the remaining severance liability over the next 24
months.

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9. NEW ACCOUNTING PRONOUNCEMENTS

On June 29, 2001, SFAS No. 141, "Business Combinations" was approved by the
Financial Accounting Standards Board ("FASB"). SFAS No. 141 requires that the
purchase method of accounting be used for all business combinations initiated
after June 30, 2001. Goodwill and certain intangible assets will remain on the
balance sheet and not be amortized. On an annual basis, and when there is reason
to suspect that their values have been diminished or impaired, these assets must
be tested for impairment, and write-downs may be necessary. The Company is
required to implement SFAS No. 141 on July 1, 2001 and it has determined that
this statement will have no material impact on its consolidated financial
position or results of operations.

On June 29, 2001, SFAS No. 142, "Goodwill and Other Intangible Assets" was
approved by the FASB. SFAS No. 142 changes the accounting for goodwill from an
amortization method to an impairment-only approach. Amortization of goodwill,
including goodwill recorded in past business combinations, will cease upon
adoption of this statement. The Company is required to implement SFAS No. 142 on
January 1, 2002 and it has determined that this statement will have no material
impact on its consolidated financial position or results of operation.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

This Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") should be read in conjunction with the accompanying
unaudited condensed consolidated financial statements and the notes thereto as
well as the Company's Annual Report on Form 10-K for the year ended December 31,
2000.

FORWARD-LOOKING STATEMENTS

All statements other than statements of historical fact contained in this Form
10-Q, other periodic reports filed by the Company under the Securities Exchange
Act of 1934, and other written or oral statements made by it or on its behalf,
are forward-looking statements. When used herein, the words "anticipates",
"expects", "believes", "goals", "intends", "plans", or "projects" and similar
expressions are intended to identify forward-looking statements. It is important
to note that forward-looking statements are based on a number of assumptions
about future events and are subject to various risks, uncertainties, and other
factors that may cause the Company's actual results to differ materially from
the views, beliefs, and estimates expressed or implied in such forward-looking
statements. Although the Company believes that the assumptions reflected in
forward-looking statements are reasonable, no assurance can be given that such
assumptions will prove correct. Factors that could cause the Company's results
to differ materially from the results discussed in such forward-looking
statements include but are not limited to the following: flight variances from
expectations, volatility of oil and gas prices, the substantial capital
expenditures and commitments required to acquire aircraft, environmental risks,
competition, government regulation, unionization, operating hazards, risks
related to international operations, the ability to obtain insurance, and the
ability of the Company to implement its business strategy. All forward-looking
statements in this document are expressly qualified in their entirety by the
cautionary statements in this paragraph. PHI undertakes no obligation to update
publicly any forward-looking statements, whether as a result of new information,
future events, or otherwise.

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OVERVIEW

Total revenues during the second quarter of 2001 reflected improvement over the
second quarter of 2000 primarily due to rate increases which were implemented
January 2001 and May 2001. Those rate increases become effective at customer
contract renewal dates unless implemented earlier by mutual agreement. The
improvement in earnings is also primarily a result of those rate increases.

RESULTS OF OPERATIONS

The following tables present certain non-financial operational statistics for
the quarter and six months ended June 30, 2001 and 2000:

QUARTER ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
---------------------- -------------------------
2001 2000 2001 2000
---- ---- ---- ----

FLIGHT HOURS:
Domestic Oil and Gas and Other 40,063 39,619 76,271 74,901
International 5,286 4,842 10,979 11,029
Aeromedical 5,817 5,574 11,098 10,913
Other 34 283 175 368
------ ------ ------ ------
Total 51,200 50,318 98,523 97,211
====== ====== ====== ======

JUNE 30,
--------------------
2001 2000
---- ----

AIRCRAFT OPERATED AT PERIOD END:
Domestic Oil and Gas and Other 192 201
International 25 29
Aeromedical 42 42
--- ---
Total 259 272
=== ===

QUARTER ENDED JUNE 30, 2001 COMPARED WITH QUARTER ENDED JUNE 30, 2000

Combined Operations

Operating revenues were $68.5 million for the quarter ended June 30, 2001 as
compared to $55.1 million for the quarter ended June 30, 2000. The increase of
$13.4 million was primarily due to rate increases implemented January 2001 and
May 2001. In addition, there was an increase in demand for medium aircraft
offset in part by a decrease in demand for light aircraft. While the number of
aircraft at the end of the period declined to 259 as compared to 272 at June 30,
2000, flight hours for the three months ended June 30, 2001 were up 882 hours as
compared to the three months ended June 30, 2000.

There was a net labor cost increase and an increase in aircraft parts usage cost
in the current quarter compared to the same period in the prior year. The labor
cost increase was related to compensation increases for pilots and mechanics.
That increase was offset to some extent by a reduction in personnel implemented
in February 2001.

The Company's net income for the quarter was $2.8 million compared to a loss in
the same period in the prior year of $0.3 million. Earnings before tax for the
quarter were $4.4 million compared to a loss of $0.5 million in the same period
of the prior year. Earnings per diluted share for the quarter were $0.52 as
compared to a loss per diluted share in the same quarter prior year of $0.06.
The improvement in earnings from operations is due primarily to the rate
increase implemented May 2001.

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Domestic Oil and Gas and Other

Domestic Oil & Gas and Other segment revenues increased 31.5% to $46.3 million
for the quarter ended June 30, 2001 compared to $35.2 million during the same
period in the prior year. The increase of $11.1 million as compared to the
second quarter 2000 was due to rate increases implemented January 2001 and May
2001. In addition, there was an increase in demand for medium aircraft offset in
part by a decrease in demand for light aircraft.

The Domestic Oil & Gas and Other segment had operating income of $6.5 million
for the quarter compared to an operating loss of $0.5 million for the same
period in 2000. Operating margin of 14.1% for the second quarter compares
favorably to a negative margin of 1.3% in the prior period.

International

International segment revenues increased 20.1% to $5.2 million for the quarter
ended June 30, 2001 compared to $4.4 million during the same period in the prior
year. The increase was primarily due to a contract in Taiwan, but was also
affected by an increase in activity on two other contracts.

The International segment had a $0.1 million operating loss for the quarter
compared to $0.4 million operating loss for the same period in 2000. The
decrease in the operating loss was due to the contract in Taiwan that commenced
earlier this year.

The Company expects that it will exit the operation in Taiwan during the third
quarter of 2001 because its customer will require additional aircraft. The
Company has elected not to make the capital expenditures required to service the
customer's expanded operations.

Aeromedical

Aeromedical segment revenues increased 5.9% to $11.7 million for the quarter
ended June 30, 2001 compared to $11.0 million during the same period in the
prior year. The increase in operating revenues is the result of a new contract
in Grand Junction, Colorado, combined with rate increases on two other
aeromedical contracts.

The Aeromedical segment generated an operating loss of less than $0.1 million as
compared to an operating profit in the same quarter prior year of $0.1 million.
The loss in the current period is due to increased compensation cost.

Technical Services

The Technical Services segment revenues for the quarter ended June 30, 2001 were
$5.3 million compared to $4.5 million in the prior year, an increase of 18.0%.
This was due to increased activity related to certain long-term contracts.

Technical Services operating income improved to $1.1 million for the quarter
compared to $0.9 million in the same quarter in the prior year. The increase in
operating income is due to the increased activity related to certain long term
contracts.

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OTHER INCOME, NET

Other income, net was $0.7 million for the three months ended June 30, 2001 as
compared to $2.4 million for the three months ended June 30, 2000. Included in
other income, net, are gains from aircraft sales which were $0.3 million for the
three months ended June 30, 2001 as compared to $2.4 million for the same period
in the prior year.

DIRECT EXPENSES

Direct expenses for the quarter ended June 30, 2001 increased by 12.0% to $58.8
million compared to $52.5 million in the same period in the prior year. Human
resource cost increased as a result of increases in compensation to pilots and
mechanics. Spare parts usage also increased for the quarter. Technical Services
costs increase is related to the increase in activity. Insurance and helicopter
lease cost also increased.

Depreciation expense included in direct expenses for the quarter ended June 30,
2001 was $3.5 million compared to $3.2 million in the same period prior year.
Total depreciation expense was $3.8 million and $3.5 million for the same two
periods, respectively. The increase was attributable to depreciation on new
aircraft and refurbishments to older aircraft, along with the acceleration of
deprecation on certain assets that the Company will abandon when it moves to its
new operating facility in Lafayette, Louisiana.

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES

Selling, general, and administrative expenses for the quarter ended June 30,
2001 were $4.4 million compared to $4.0 million in the same period in 2000. The
increase for the period was related to certain costs incurred related to
improvement and/or replacement of the Company's inventory and accounting
systems, corporate legal matters with outside counsel, and costs incurred in
reviewing and improving procedures and systems in the Company's aircraft
maintenance facility in Lafayette, Louisiana.

INTEREST EXPENSE

Interest expense for the quarter ended June 30, 2001 increased $0.2 million to
$1.7 million. The increase is due primarily to higher debt levels in the current
quarter compared to the same quarter in the prior year. Increases in interest
rates charged by the Company's lenders also contributed to the increase.

INCOME TAXES

Income tax expense for the quarter ended June 30, 2001 was $1.6 million compared
to an income tax benefit of $0.2 million for the quarter ended June 30, 2000.
The effective tax-rate was 37.0% and 37.2% for the quarters ended June 30, 2001
and 2000, respectively.

SIX MONTHS ENDED JUNE 30, 2001 COMPARED WITH SIX MONTHS ENDED JUNE 30, 2000

Combined Operations

Operating revenues for the six months ended June 30, 2001 were $131.8 million
compared to $107.8 million for the six months ended June 30, 2000. The increase
in revenue is primarily related to rate increases implemented in January 2001
and May 2001. Those rate increases become effective at customer contract renewal
dates unless implemented earlier by mutual agreement. There was also an increase
in revenue related to an increase in demand for medium aircraft offset in part
by a decrease in demand for light aircraft. The number of aircraft at the end of
the period were 259 as compared to 272 at

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June 30, 2000. Flight hours for the six months ended June 30, 2001 were up 1,312
hours as compared to the six months ended June 30, 2000.

There was a labor cost increase and an increase in aircraft parts usage cost in
the current six months compared to the same period in the prior year. The labor
cost increase was related to compensation increases for pilots and mechanics.
That increase was offset to some extent by a reduction in personnel implemented
in February 2001. In addition, aircraft lease cost, insurance, and depreciation
also increased over the same period in the prior year.

The Company's net income for the six months ended June 30, 2001 was $2.8 million
compared to a loss for the six months ended June 30, 2000 of $1.8 million.
Earnings before tax for the six months ended June 30, 2001 was $4.5 million
compared to a loss of $2.8 million for the same period in the prior year.
Earnings per diluted share for the six months ended June 30, 2001 was $0.54 as
compared to a loss per diluted share for the six months ended June 30, 2000 of
($0.34). The improvement in earnings from operations is due primarily to the
rate increase implemented May 2001.

Domestic Oil and Gas and Other

Domestic Oil & Gas and Other revenues were $86.3 million for the six months
ended June 30, 2001 compared to $68.7 million for the six months June 30, 2000,
an increase of $17.6 million or 25.6%. The increase in revenue is primarily
related to rate increases implemented in January 2001 and May 2001. The May 2001
increase will take several months before it is fully implemented. Those rate
increases become effective at customer contract renewal dates unless implemented
earlier by mutual agreement. There was also an increase in revenue related to an
increase in demand for medium aircraft offset in part by a decrease in demand
for light aircraft.

Domestic Oil and Gas and Other had operating income of $7.2 million for the six
months ended June 30, 2001 compared to operating income of $0.1 million for the
same period in 2000. The operating margin for the six months ended June 2001 was
8.4% compared to essentially a breakeven margin in the prior period. The
improvement in earnings and operating margin occurred in the second quarter and
is the result primarily of the rate increase implemented May 1, 2001. There were
increases primarily in human resource cost and parts usage cost, which was
offset in part by cost reductions implemented earlier in the year.

International

International segment revenues were $11.1 million for the six months ended June
30, 2001 compared to $10.1 million during the same period in the prior year. The
increase was primarily due to a contract in Taiwan, but also an increase in
activity on two other contracts also contributed to the increase.

The International segment had a $0.5 million operating loss for the six months
ended June 30, 2001 compared to $0.2 million operating loss for the same period
in 2000. The increase in the operating loss was due to increased compensation
expense, offset in part by operating income from a contract in Taiwan which
commenced earlier this year.

Aeromedical

Aeromedical had revenue of $23.6 for the six months ended June 30, 2001 compared
to $22.1 million for

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the same period in the prior year, an increase of 6.9%. This increase was
primarily due to a new contract in Grand Junction, Colorado, and an increase in
activity in the Company's AirEvac operations in Arizona.

Aeromedical had operating income of $0.9 million for the six months ended June
30, 2001 compared to $0.1 million for the same period in 2000. Although the year
- - to-date earnings reflect an improvement in this segment as compared to the
same period in the prior year, the improvement occurred in the first quarter of
the current year. The second quarter in this period reflected a decrease in
operating income which was due to increases in compensation.

Technical Services

The Technical Services segment operating revenues for the six months ended June
30, 2001 were $10.8 million compared to $6.9 million in the prior year, an
increase of $3.9 million. This increase is due primarily to increased activity
on certain long term contracts.

The Technical Services segment had operating income of $1.7 million for the six
months compared to $0.9 million for the same six months in 2000.

The operating margin was 16.1% in the six months ended June 30, 2001 and 12.7%
for the six months ended June 30, 2000. The improvement in operating income and
in the operating margin is related to an increase in activity on certain
long-term contracts.

OTHER INCOME, NET

Other income, net was $2.7 million for the six months ended June 30, 2001 as
compared to $2.5 million for the six months ended June 30, 2000. Included in
other income, net, are gains from aircraft sales, which totaled $2.3 million for
the six months ended June 30, 2001 as compared to $2.6 million in the same
period prior year.

DIRECT EXPENSES

Direct expenses for the six months ended June 30, 2001 increased by 15.3% to
$117.6 million compared to $102.0 million in same period in the prior year. The
increase was due to a net increase in human resource costs, an increase in spare
parts usage and outside repairs, helicopter lease expense, insurance, and
depreciation, and an increase in cost of sales related to an increase in
Technical Services activity. The net increase in human resource cost is related
to increased compensation for pilots and mechanics offset in part by a reduction
in personnel implemented earlier in the year.

Depreciation expense included in direct expenses for the six months ended June
30, 2001 was $7.1 million compared to $6.1 million in the same period prior
year. Total depreciation expense was $7.9 million and $6.7 million for the same
two periods, respectively. The increase was attributable to depreciation on new
aircraft and refurbishments to older aircraft, along with the acceleration of
deprecation on certain assets that the Company will abandon when it moves to its
new operating facility in Lafayette, Louisiana.

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES

Selling, general, and administrative expenses for the six months ended June 30,
2001 increased by 12.7% to $9.1 million compared to $8.1 million in the same
period in the prior year. The increase for the period was related to certain
costs incurred related to improvement and/or replacement of the Company's

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inventory and accounting systems, corporate legal matters with outside counsel,
and costs incurred in reviewing and improving procedures and systems in the
Company's aircraft maintenance facility in Lafayette, Louisiana. In addition
there were severance charges recorded in the current year related to a reduction
in force implemented in the first quarter of $0.3 million. Certain of the
severance charges related to the reduction in force.

INTEREST EXPENSE

Interest expense for the six months ended June 30, 2001 increased $0.4 million
to $3.4 million as compared to the six months ended June 30, 2000. The increase
is due primarily to higher debt levels in the current period compared to the
same period in the prior year. Increases in interest rates charged by the
Company's lenders also contributed to the increase.

INCOME TAXES

Income tax expense for the six months ended June 30, 2001 was $1.6 million, or
an effective tax rate of 37.0%. This compares to an income tax benefit recorded
in the same period prior year of $1.0 million, also an effective rate of 36.4%.

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash position as of June 30, 2001 was $1.5 million compared to
$0.9 million at December 31, 2000. Working capital increased $0.1 million from
$41.5 million at December 31, 2000 to $41.6 million at June 30, 2001. Net cash
provided by operating activities for the six months ended June 30, 2001 was $3.0
million. Net cash provided by operating activities along with $12.4 million of
aircraft sales funded expenditures for property and equipment of $12.3 million
for the six months ended June 30, 2001.

Total long-term debt including capital lease obligations decreased $2.5 million
since December 31, 2000 to $72.3 million at June 30, 2001. The current portion
of the long-term debt was $14.8 million at June 30, 2001. On July 3, 2001, the
Company executed a revised credit agreement with its lending group. The revised
credit agreement provides for a $45.0 million revolving credit facility and a
$25.5 million term credit facility. The loan is secured by substantially all of
the Company's assets. The secured term and revolving loan permits prime rate
based borrowings and "Offshore Base Rate" based borrowings. The term credit
facility is payable in scheduled payments of $3.5 million on September 30, 2001,
$3.0 million on December 31, 2001, and $1.9 million per quarter beginning on
March 31, 2002 to September 30, 2004. At June 30,2001 and December 31, 2000,
$25.5 million and $30.0 million was outstanding on the term credit facility. The
revolving credit facility converts to a term loan on January 31, 2002, with
scheduled quarterly installments equal to 5% of the principal amount outstanding
at the conversion date, with the final balance due January 31, 2003. At June 30,
2001 and December 31, 2000, $44.5 million and $37.5 million was outstanding on
the revolving credit facility. During the second quarter the Company paid $4.8
million of term debt.

The amount expended for the purchase and completion of aircraft improvements and
engines and other property and equipment was $12.3 million for the six months
ended June 30, 2001, compared to $9.4 million for the six months ended June 30,
2000.

The Company executed a lease agreement for a new principal operating facility
for twenty years, effective September 2001. Certain portions of the new facility
have been occupied by the Company at June 30, 2001. Under the terms of the new
facility lease, the Company has committed to fund $4.0 million of construction
costs. As of June 30, 2001, the Company had funded $3.0 million of the

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commitment, and expects to fund the remaining $1.0 million in September 2001.
Amounts funded by PHI will amortize over 10 years at 7% per annum and the
resulting monthly amortization amounts will reduce PHI's monthly lease payments
for the first 10 years of the lease.

The Company believes that the combination of improved cash flow from operations
and planned aircraft sales will fund required debt principal and interest
payments and necessary capital expenditures during 2001.

ENVIRONMENTAL MATTERS

The Company currently has an aggregate estimated liability of $3.0 million for
environmental remediation costs that were probable and estimable at December 31,
2000. The Company recorded no additional provisions for the quarter ended June
30, 2001. However, the Company began conducting environmental site surveys at
its Lafayette facility in late 2000, and anticipates that it will also conduct
environmental site surveys at certain other facilities during 2001. As a result
of information available to date, it is expected that the results of these
surveys will require additional provisions for environmental remediation costs,
but the Company is currently unable to estimate the amount of additional
provisions that may be necessary until such time as sufficient work has been
done and approvals received from appropriate regulatory agencies regarding any
remediation plans.

UNION CONTRACT

On April 27, 2001, the Company and the Office & Professional Employees
International Union ("OPEIU") reached a tentative agreement on all terms and
conditions of a three-year collective bargaining agreement covering its domestic
pilots. This agreement was ratified by the Company's domestic pilots on June 13,
2001, and was effective retroactively to June 1, 2001.

NEW ACCOUNTING PRONOUNCEMENTS

The Company uses interest rate swaps to hedge its cash flow related to interest.
Effective January 1, 2001, the Company began accounting for its interest rate
swaps in accordance with SFAS No. 133, as amended and has designated the
interest rate swaps as cash flow hedges. The cumulative effect of adopting SFAS
No. 133, as amended on January 1, 2001 resulted in an increase of $38,000 to
other comprehensive income. As of June 30, 2001, the fair market value of these
interest rate swaps was a $0.9 million liability and is included in other
long-term liabilities on the balance sheet.

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On June 29, 2001, SFAS No. 142, "Goodwill and Other Intangible Assets" was
approved by the FASB. SFAS No. 142 changes the accounting for goodwill from an
amortization method to an impairment-only approach. Amortization of goodwill,
including goodwill recorded in past business combinations, will cease upon
adoption of this statement. The Company is required to implement SFAS No. 142 on
January 1, 2002 and it has determined that this statement will have no material
impact on its consolidated financial position or results of operation.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a result of a decline in market interest rates, the estimated fair value of
the Company's interest rate swaps declined to a liability of $0.9 million. There
were no other material changes to the Company's disclosures regarding
derivatives in its Form 10-K for the year ended December 31, 2000.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is involved in various legal proceedings primarily involving claims
for personal injury. The Company believes that the outcome of all such
proceedings, even if determined adversely, would not have a material adverse
effect on its consolidated financial statements.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

3.1 (i) Articles of Incorporation of the Company (incorporated by
reference to Exhibit No. 3.1 (i) to PHI's Report on Form 10-Q
for the quarterly period ended October 31, 1994).

(ii) By-laws of the Company as amended.

10.23 Second Amended and Restated Loan Agreement to the Loan Agreement
originally dated January 31, 1986 as amended and restated in its
entirety as of March 31, 1997 and as amended among Petroleum
Helicopters, Inc., and Bank of America, NA, Whitney National Bank,
Bank One, NA, and Bank of America, N.A. as Agent, and Letter of
Credit Issuing Bank dated July 3, 2001.

10.24 Articles of Agreement Between Petroleum Helicopters, Inc. & Office
& Professional Employees International Union and its Local 108
dated June 13, 2001.

10.25 Amendment to the Supplemental Executive Retirement Plan dated
May 24, 2001.

(b) Reports on Form 8-K

No reports were filed on Form 8-K during the quarter ended June 30, 2001.

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SIGNATURES

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 thereunto duly authorized.

Petroleum Helicopters, Inc.

August 14, 2001 By: /s/ Carroll W. Suggs
-------------------------------------
Carroll W. Suggs
Chairman of the Board and
Chief Executive Officer

August 14, 2001 By: /s/ Lance F. Bospflug
-------------------------------------
Lance F. Bospflug
President

August 14, 2001 By: /s/ Michael J. McCann
-------------------------------------
Michael J. McCann
Chief Financial Officer and Treasurer

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EXHIBIT INDEX

Exhibits

3.1 (i) Articles of Incorporation of the Company (incorporated by
reference to Exhibit No. 3.1 (i) to PHI's Report on Form 10-Q
for the quarterly period ended October 31, 1994).

(ii) By-laws of the Company as amended.

10.23 Second Amended and Restated Loan Agreement among Petroleum
Helicopters, Inc., and Bank of America, NA, Whitney National
Bank, Bank One, NA, and Bank of America, N.A. as Agent, and
Letter of Credit Issuing Bank dated July 3, 2001.

10.24 Articles of Agreement Between Petroleum Helicopters, Inc. &
Office & Professional Employees International Union and its
Local 108 dated June 13, 2001.

10.25 Amendment to the Supplemental Executive Retirement Plan dated
May 24, 2001.