November 9, 2004

Via US Mail and Facsimile

Jo Mark Zurel
Senior Vice-President & Chief Financial Officer
Hanger 1, St. John`s Airport
PO Box 5188
St. John`s, Newfoundland
Canada AIC5V5

Re:	CHC Helicopter
	Form 20-F for the Year Ended April 30, 2004
	Commission File Number:  1-31472

Dear Mr. Zurel:

We have reviewed the above referenced filing and have the
following
comments.  We have limited our review to the financial statements
and
related disclosures included within these documents.  Understand
that
the purpose of our review process is to assist you in your
compliance
with the applicable disclosure requirements and to enhance the
overall disclosure in your filings.

Where expanded or revised disclosure is requested, you may comply
with these comments in future filings.  If you disagree, we will
consider your explanation as to why our comments are inapplicable
or
a revision is unnecessary.  In some of our comments, we may ask
you
to provide us with supplemental information so we may better
understand your disclosure.  Please be as detailed as necessary in
your explanation.

We look forward to working with you in these respects and welcome
any
questions you may have about any aspects of our review.

* * * * * * * * * * * * * * * * * * * * * * *
Form 20-F

Item 3 - Key Information

Selected Financial Data, page 5
1. Please revise your presentation within Selected Financial Data
to
present EBITDA and all other non-GAAP measures in a position of
least
prominence.  Specifically, your balance sheet data for both
Canadian
and US GAAP Selected Financial Data should be presented before any
non-GAAP measures.

Property Plant and Equipment Facilities, page 33

2. We note that you own several buildings on leased land, and that
your old headquarters building was owned while the lease on the
land
expired in September 2004.  Please tell us how you accounted for
the
disposition of the building as the lease has expired.


Item 5 - Operating and Financial Review Prospects

Results of Operations

Non-GAAP Measures, page 43
3. We note your disclosure on page 43 that you primarily use
EBITDA
as a measure of performance.  We also note your disclosure that
certain investors, analysts, and others utilize these measures to
assess your ability to service debt, and that you have also
included
a reconciliation to operating cash flow.  Please note that you
must
present a reconciliation to the most comparable GAAP measure, in
this
case, net income.  As such, please revise your disclosure to
include
only the most comparable measure.  See FR-65 for guidance

4. It is unclear why gain on disposal of assets, equity in
earnings
of associated companies, restructuring and debt settlement costs,
and
asset impairment charges are among the items added back to EBITDA
to
arrive at net income. Please note that, aside from interest,
taxes,
depreciation, and amortization, only non-recurring items (items
that
have not and are not expected to recur within two years, see FR
65)
may be considered.  Please supplementally explain why you believe
these items are allowable or revise your definition of EBITDA, as
appropriate.

Gain on Disposal of Assets, page 63
5. We note your disclosure on page 63 of a total loss of an S76
aircraft supporting operations in Azerbaijan, resulting in a $2.4
million gain.  Please supplementally explain to us and revise your
disclosure to indicate the facts and circumstances surrounding the
event and the recognition of this gain.  Include in your response
a
brief description of the aircraft, related property damage, book
value of asset lost, insurance proceeds received, and any pending
litigation or other matters related to this incident.  If you have
accrued but not received insurance proceeds, please tell us why
you
believe accrual is appropriate. To the extent the any portion of
the
$4.5 million total insurance proceeds relates to other matters,
please include a similar discussion of those matters with your
response and revised disclosure.  Refer to SFAS 5 for guidance.

Liquidity and Capital Resources

Operating Activities, page 72
6. We note from your disclosure that you still own a majority of
your
flying assets, and that you have, in the prior fiscal year,
participated in the sale/leaseback of six Super Puma aircraft.  We
also note that your discussion of liquidity on page 73 addresses
available borrowing capacity and excess cash, but does not discuss
future sale/leaseback transactions as a potential source of
liquidity.  Please expand this disclosure to address your ability
to
involve existing owned assets in sale/leaseback transactions.

Investing Activities, page 77
7. We note your discussion of the $3.8 million reclassification
from
cash to other assets related to your reinsurance subsidiary.
Please
explain to us and expand your disclosure related to the
description
of your business to include the nature and scope of these
operations.

Risks and Uncertainties, page 82

8. It appears that your Foreign Currency Risk section does not
adhere
to the guidelines set forth in Item 11(a) of the instructions to
Form
20-F.  Please revise your filing to include one of the three
allowable methods of presenting the required sensitivity analysis.



Financial Statements

Consolidated Income Statement, page 122

9. Revenues and operating expenses should be separated into
product
revenue (e.g., composites or parts sold as part of repair and
overhaul) and services (e.g., flying revenue, charter revenue).
Also, operating expenses such as amortization, gain on disposals
of
fixed assets, asset impairment charges, restructuring, and debt
settlement costs, other than write-off of deferred financing
charges
and make-whole premiums, should be considered part of operating
expenses.  Please revise or explain supplementally.


Note 1 - Summary of Significant Accounting Policies

Inventory, page 125
10. Please explain to us and revise your disclosure to describe
your
policy with regard to excess and obsolete inventory.  Refer to
paragraph 4 of Chapter 2 of the AICPA Industry Audit Guide, Audits
of
Airlines, for guidance.

Revenue Recognition
11. We note that you recognize revenues from helicopter operations
based on the terms of the customer contracts that generally
provide
for revenue on the basis of hours flown at contract rates or fixed
monthly charges or a combination of both. We also note that
revenues
from engine and component repair as well as overhaul and composite
manufacturing are recognized on the percentage of completion
method,
and that a portion of this revenue is recognized on a monthly
basis
to reflect ongoing services provided.  In instances where a
revenue
stream from one contract is recognized in both variable and fixed
intervals, please explain to us how you have met the bifurcation
criteria set forth in EITF 00-21, and how the split was
determined.
Include in your explanation a description of the service provided
on
a continual basis that could be sold or delivered separately, and
how
you determined the fair value thereof.


Note 13 - Debt Obligations, page 135

12. The disclosure on page 135 describing the collateral for the
senior credit facilities is unclear with respect to the meaning of
the phrase "provided charges."  Also, it is unclear why a $750
million debenture would be provided as collateral for
approximately
$140 million in senior credit facilities.  Please supplementally
clarify the use of a debenture to provide collateral and revise
your
disclosure, as appropriate.


Note 16 - Capital Stock and Contributed Surplus, page 140

13. We note the disclosure of the conversion of $250,000 USD into
105
shares in January 2003 and the existence of 690 shares issuable
upon
conversion of debt in the table on page 140.  Please
supplementally
explain to us and expand you debt disclosures throughout the
filing
to include a detailed description of this debt.


Note 24 - Segment Information, page 153

14. Supplementally explain to us why the operating segments of the
Schreiner reporting segment, which appears to mirror your overall
segment reporting structure, have been aggregated into "Schreiner"
and not into the existing segments with which they appear to
align.

15. We note the presentation of "Segment EBITDA" and the
corresponding reconciliation.  Please revise this reconciliation
to
reconcile segment EBITDA to Segment Net Income.  Please revise
your
presentation to present the reconciliation to net income for each
segment and to total net income as you have presented Segment
EBITDA
in the discussion of performance for each segment.


Note 27- Guarantees, page 157

16. We note from your disclosure on page 157 that, as of April 30,
2004, you have $65.8 million of guarantees outstanding with third
parties related primarily to long-term contracts.  Supplementally
explain to us and revise your disclosure, as necessary, to
indicate
the facts and circumstances surrounding the creation of these
guarantees.  Include in your response the date, a description of
guarantee, and how you have considered the provisions of
paragraphs
13 and 14 of FIN 45.


Note 28 - Contingent Liabilities, page 158

17. We note your December 2, 2003 press release indicating the
existence of cash and "accrued" insurance proceeds of $2.1
million.
Supplementally explain to us whether these proceeds were received
or
accrued, and, if accrued, the justification for this treatment
considering the stipulations of paragraph 17 of SFAS 5 related to
gain contingencies.


Note 32 - Reconciliation to Accounting Principles Generally
Accepted
in the United States

b) Consolidated Balance Sheets, page 166

Acquisitions
18. We note from the asset allocation presented for the Schreiner
acquisition that you have allocated $22 million to "intangible
liabilities," and that, in Note 15 - Other liabilities (vi) on
page
139 you have defined this line item as the amount on contracts
acquired for which the return is below market.  We also note that
there is not an adjustment to the balance sheet and income
statement
reconciliations to US GAAP removing this liability and writing
down
the value of the associated assets. Please supplementally clarify
the
nature and accounting treatment of this item, including the
accounting literature you relied upon in concluding the current
treatment is correct.

Facilities and Equipment
19. We note from your disclosure on page 126 that certain training
costs have been capitalized; we do not note, however, any
adjustment
within your reconciliation in Note 32 adjusting for this apparent
departure from US GAAP. Supplementally explain to us the nature of
training costs capitalized associated with facilities and
equipment.
Include in your response the amounts and periods over which these
are
amortized as well as the accounting guidance relied upon in
forming
the conclusion that this treatment is appropriate.  To the extent
that these costs are allowable under Canadian GAAP and not US
GAAP,
please revise your balance sheet and income statement
reconciliations
to account for these items.
.
20. We note your disclosure on page 126 that leasehold
improvements
are capitalized and amortized on a straight line basis over the
respective lease term plus one renewal period, but that difference
in
amortization had these improvements been amortized only over the
original lease term, the period appropriate under US GAAP (refer
to
the guidance in paragraph 11b of SFAS 13), is not included in your
reconciliation in Note 32.  Supplementally explain to us how the
amortization period was chosen and why you believe this is not an
appropriate Canadian to US GAAP adjustment.  Include in your
response
the total amount of leasehold improvements capitalized, the
average
original lease term, the average renewal period, and the net
effect
on the balance sheet and income statement for this change.

Future Tax Assets and Liabilities
21. We note the existence of several reconciling items impacting
Future Tax Assets and Future Tax Liabilities related to income
statement reconciling items.  Please revise your disclosure to
quantify each of these changes and describe the inventory line
item
impacted for each change.  Also, we note that your future tax
asset
and liability disclosure in Note 21 does not appear to consider
assets separately from liabilities in determining the need for a
valuation allowance. Also, there is no discussion of why a
valuation
allowance was or was not necessary.  Please revise your footnote
(5)
in Note 32 to address any differences in the amount of valuation
allowance recognized after the adjustments currently cited and
upon
application of the guidelines set forth in paragraph 21 of SFAS
109.

Shareholders` Equity
22. We note the existence of a non-interest loan made to a related
party in the amount of $33 million for the purchase of 11 million
ordinary shares, and that, in connection with this loan, you
received
a license to operate in the United Kingdom.  On review of the
Canadian to US GAAP reconciliations contained in Note 32, we did
not
note a reconciling item representing a difference in the
accounting
methods for the value of imputed interest or the value of the UK
operating license, both of which should be considered when valuing
the this receivable.  As such, supplementally explain to us how
you
allocated the receivable between imputed interest and the value of
the UK operating license. Include in your response the interest
rate
used, how such interest rate was determined, how the interest was
recorded, how the UK operating license was valued, and how you
accounted for the value of this benefit.  Also, please revise your
financial statement disclosure to be similar to that on page 106.

c) Other Required Disclosures, page 168

23. Supplementally explain to us and revise your disclosure, as
appropriate, to include an explanation of the "other" amount of
$2,715.


Press Release, dated September 13, 2004

Change in Accounting Estimates, page 32
24. Supplementally discuss the facts and circumstances leading to
this change in estimate of useful life.  Specifically, we note
your
discussion within your property and equipment note contained in
your
Form 20-F that the useful life used in the calculation of
depreciation is 15 years, but actual life may be longer.  In light
of
this disclosure, explain to us how your recent change is a change
in
estimate, and not the correction of an error.

* * * * * * * * * * * * * * * * * * * * * * *

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require.  Since
the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

Please file your response to our comments via EDGAR within ten
business days from the date of this letter.  Please understand
that
we may have additional comments after reviewing your response.
You
may contact Amy McGann at 202-942-2885 or Dave Humphrey at 202-
942-
1995 if you have questions or me at 202-942-1850 with any concerns
as
I supervised the review of your filing.

								Sincerely,



								Max A. Webb
								Assistant Director

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CHC Helicopter
November 9, 2004
Page 1