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CORRESP
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Corresp

    April 7,
      2005

    Amy
      Geddes

    United States
      Securities and Exchange Commission

    450 Fifth
      Street N.W.

    Washington,
      D.C.

    20549-0305

      CHC
      Helicopter

      Corporation

      4740
      Agar Drive

      Richmond,
      BC

      Canada

      V7B
      1A3

      T
      604.276.7500

      F
      604.279.2460

      www.chc.ca

      ISO
      9001:2000

      FS
      62776

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

      Dear
      Ms. Geddes:

      Further
      to your correspondence dated March 23, 2005 please find enclosed our
      response to the issues raised.

      Form
      20-F

      Investing
      Activities, page 77

      Issue

      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.

      Response

      1. The
      Company’s reinsurance subsidiary assets include cash reserved for
      insurance operations and claim reserves. This cash is not available for
      current operations and as such has been classified as “Other assets” in
      accordance with Canadian GAAP (Section 3000) and US GAAP (B05.107 and
      ARB 43, Ch. 3A, ¶6). In future filings this and similar items
      will be separately disclosed in the appropriate note to the financial
      statements.

      Page
      2

Revenue
Recognition

Issue

      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.

      Response

      2.

      Our
      repair and overhaul division performs services for a number of external
      customers with total revenue from these customers totalling
      $58.1 million in fiscal 2004. Our response to your original question
      was related to revenue generated from external customers and we believe
      the bifurcation requirements of EITF 00-21 are achieved on revenue
      realized from these customers as noted in our original response. As noted
      below in our response to your third question, repair and overhaul revenue
      from internal customers is eliminated on consolidation.

Issue

      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.

      Page
      3

Response

      3.

      Our
      repair and overhaul segment reported a total of $193.6 million of
      revenue for fiscal 2004 (an average of $16.1 million per month). Of
      this amount, $58.1 million was generated from external customers,
      which is included in our consolidated revenues of $733.7 million for
      the year. Repair and overhaul revenue primarily consists of major
      component overhaul revenue and revenue associated with ongoing repairs of
      major components and maintenance of non-major components (“routine
      maintenance”). On average, approximately 50% of revenue received from PBH
      contracts is deferred for future major component
  overhauls.

      A
      proper matching of revenues and expenses for repair and overhaul
      activities is achieved by the following means:

      a)

      Major
      component overhauls (external customers)

      Amounts
      invoiced to third-party customers on PBH contracts in relation to future
      major component overhaul work is deferred until the work is performed at a
      later date. When the major component (e.g. engine) is received from the
      customer at a later date, costs (labour, parts, subcontract and other
      costs) are incurred as the major component is repaired and overhauled.
      Deferred revenue is then released to the income statement in recognition
      of the work performed and a proper matching of revenue to costs incurred
      is achieved.

      b)

      Non-major
      component maintenance and ongoing repairs of major components (external
      customers)

      Costs
      to provide these services are incurred on a regular and continuous basis.
      The portion of revenue not deferred for major component overhauls (under
      the residual value method) is recognized as revenue on a straight line
      basis and matched against costs incurred to provide routine maintenance
      services and repairs.

      Revenue
      associated with services performed by the repair and overhaul segment for
      internal customers is eliminated upon consolidation so that only revenue
      from external customers is included in our results.

      In
      future filings we will revise our disclosure to explain separately our
      revenue recognition policy on repair and overhaul work completed for
      external customers and our expense recognition policy for work completed
      on owned assets.

      Page
      4

Issue

      4.

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

Response

      4.

      In
      future filings we will revise our disclosure to indicate these guarantees
      are in the form of letters of credit.

      Page
      5

Issue

      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.

Response

      5.

      We
      continually review our estimate of the useful lives of aircraft as we gain
      knowledge and experience from the operation of aircraft in our fleet and
      as new information is acquired from third party advisors. It is the
      Company’s practice to employ third party advisors to estimate aircraft
      values, assist in our estimate of useful lives and provide other
      information relevant to our fleet. There is no difference in the analysis
      performed by us and our advisors in determining either the original or
      revised useful life estimates. Recently a number of factors have indicated
      that a change in our useful life estimate on some aircraft types was
      appropriate. These factors include:

      •

      the
      appraisal surplus (excess of market or fair value over book value) of our
      aircraft totalled approximately $102.3 million at April 30, 2004
      indicating that third parties expect our aircraft on average to be capable
      of serving customers for many years to come. As well, in most
      circumstances, we continue to realize significant gains on the sale of
      aircraft when disposed;

      •

      a
      high proportion of heavy and medium aircraft fleet (91% at April 30,
      2004) are operating in developed environments (North Sea and
      elsewhere). These aircraft are maintained under comprehensive
      “nose-to-tail” repair programs which has assisted in extending the useful
      life of some aircraft;

      •

      the
      ability to expand applications for our aircraft through major
      modifications has in some cases expanded the service life of aircraft;
      and

      •

      as
      the Company has diversified geographically in international markets to
      service new customers, our ability to redeploy aircraft originally
      operating in “tier one” environments to other markets and locations has
      increased. This has translated into an increase in the useful life of some
      aircraft.

      Page
      6

We
trust that the above responses are adequate, however should you require any
further clarification please feel free to contact the undersigned. We would also
request that you use the contact information detailed below in future
correspondence.

Yours
truly,

Rick
Davis

Vice
President, Financial Reporting

CHC
Helicopter Corporation

4740
Agar Drive

Richmond,
B.C.

Canada

V7B
1A3

Phone:
(604) 279 2471

Fax:
(604) 276 2460

Mobile:
(778) 999 0314

cc: Jo Mark
Zurel, Chief Financial Officer, CHC