January 24, 2005

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 your December 17, 2004 response letter and
have the accounting following comments.  Please note legal
comments
on the above referenced amendment have been excluded from this
letter. 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.  We also 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.

* * * * * * * * * * *

1. We note your response to our previous comment 7, but are still
unclear as to the nature of the $3.8 million.  As such, please
supplementally explain to us the nature of this asset, and
consider
revising your disclosure to include a discussion of this amount.

2. Refer to our previous comment 11.  Based on our understanding
of
PBH contracts, it is unclear to us why you consider repair and
overhaul events performed to be revenue generating events if these
repair and overhaul services are performed on aircraft owned by
you
and are necessary to continue flight operations.  Also, as these
services are necessary for your continued use of the aircraft in
your
business, they do not appear to have value to the customer on a
stand
alone basis, and therefore do not meet the bifurcation
requirements
of EITF 00-21.  Please explain to us why you believe repair and
overhaul events on planes operated under PBH contracts constitute
revenue earning events.

3. Refer to our previous comment 11.  We note that, on page 127 of
your Form 20-F, your discussion of revenue recognition for engine
and
component repair and overhaul services indicates that a portion of
this revenue is recognized on a monthly basis to reflect ongoing
services, and the balance is recognized when the major repair and
overhaul activities are completed.  We also note that you
capitalize
and amortize the costs of these services to amortization and/or
operating expense.  Please tell us how much revenue is recognized
monthly both in actual dollars and as a percent of total overhaul
revenue, and how your recognition policies for revenues and for
expenses result in proper matching.

4. Refer to our prior comment 16.  Please revise your disclosure
to
indicate these guarantees are in the form of letters of credit.

5. We note your response to our previous comment 24.  Please tell
us
the facts and circumstances differing in the analysis performed by
the third party versus that performed by you in determining the
original useful life, and the specific new information learned or
events occurring leading to the conclusion that, going forward,
the
useful life of these assets has now changed.  Please also tell us
the
facts and circumstances leading you to employ the services of a
third
party to estimate aircraft values, and why this was considered
necessary now and not in performing the initial assessment of
useful
life.


* * * * * * * * * * *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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 filing;

* staff comments or changes to disclosure in response to staff
comments 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.

      	You may contact Amy Geddes at 202-942-2885 or me at 202-
942-1995 if you have questions regarding comments on the financial
statements and related matters.


								Sincerely,



								David R. Humphrey
								Branch Chief

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CHC Helicopter Corporation
January 24, 2005
Page 1