U.S. Helicopter Corp. fka USHP

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U.S. HELICOPTER CORPORATION


6 East River Piers, Suite 216
Downtown Manhattan Heliport
New York, New York 10004

http://ih.advfn.com/p.php?pid=nmona&cb=1211755390&article=26477417&symbol=NB%5EUSHP


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


Dear Fellow Stockholder:

You are invited to attend the 2008 Annual Meeting of Stockholders of U.S. Helicopter Corporation ("USH" or the "Company"). The meeting will be held at 9:00 AM local time on Thursday, June 19, 2008, at Jasna Polana, 4519 Province Line Road, Princeton, New Jersey 08540. At the meeting, shareholders will vote on the following matters:

o Election of directors;
o Ratification of the appointment of Moore Stephens, P.C. as the Company's independent auditors;
o A proposed amendment to the Company's Certificate of Incorporation to increase its authorized common stock from 95 million to 500 million shares and to increase its authorized preferred stock from 5 million to 25 million shares;
o Approval of the Company's 2007 Stock Incentive Plan; and
o Any other business that may properly come before the meeting.


If you were a record holder of the Company's common stock at the close of business on May 15, 2008, the record date for the annual meeting, you will be entitled to vote at the meeting. A list of shareholders entitled to vote at the meeting will be available for examination by any stockholder, for any purpose germane to the meeting, during normal business hours for ten (10) days prior to the meeting at the law offices of Gallagher, Briody & Butler, 155 Village Boulevard, Suite 201, Princeton, New Jersey 08540. The shareholder list will also be available for examination by any stockholder at the meeting. Space in the meeting will be limited, and admission will be on a first-come, first served basis. To attend the meeting, you will need to show evidence that you are a USH shareholder, or hold a valid proxy from a USH shareholder, as of the record date.


Please read the attached proxy statement carefully and submit your vote as soon as possible. Your vote is important. You can ensure that your shares are voted at the meeting by using our Internet or telephone voting system, or by completing, signing and returning the enclosed proxy/voting instruction card.


Sincerely yours,

/s/ John G. Murphy
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John G. Murphy
Chief Executive Officer & President
Dated: June 3, 2008