8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form 8-K

Current Report Pursuant to Section 13 or 15(D)
of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 10, 2004

Offshore Logistics, Inc.
(Exact name of registrant as specified in its charter)

Commission File Number 0-5232

	72-0679819
Delaware	(IRS Employer
(State or other jurisdiction of	Identification
incorporation or organization)	Number)
224 Rue de Jean
P.O. Box 5C, Lafayette, Louisiana	70505
(Address of principal executive offices)	(Zip Code)

        Registrant’s telephone number, including area code: (337) 233-1221

Not applicable
        (Former name, former address and former fiscal year, if changed since last report)

Item 7. FINANCIAL STATEMENTS AND EXHIBITS

(c)     Exhibits.

Exhibit Number	Description of Exhibit
99.1	Press Release dated February 10, 2004

Item 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 10, 2004, Offshore Logistics, Inc. (the “Registrant”) issued a press release announcing its financial results for the third quarter ended December 31, 2003. The information regarding this press release is being furnished to the SEC pursuant to Item 12 of Form 8-K.

Limitation on Incorporation by Reference

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 12 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth in this Item 12 shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

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 hereunto duly authorized.

Dated: February 10, 2004

OFFSHORE LOGISTICS, INC.
(Registrant)


/S/ H. Eddy Dupuis
——————————————
H. Eddy Dupuis
Chief Financial Officer

EX-99

Offshore Logistics, Inc.
224 Rue De Jean – 70508
Post Office Box 5C
Lafayette, Louisiana 70505
Tel: (337) 233-1221
Fax: (337) 235-6678

PRESS RELEASE

OFFSHORE LOGISTICS, INC. ANNOUNCES EARNINGS
FOR THE THIRD FISCAL QUARTER ENDED
December 31, 2003

LAFAYETTE, LOUISIANA (February 10, 2004) – Offshore Logistics, Inc. (NYSE: OLG) today reported net income for the third quarter ended December 31, 2003 of $2.8 million, or $0.12 per diluted share, on revenues of $139.1 million, compared to net income of $12.0 million, or $0.49 per diluted share, on revenues of $139.2 million for the third quarter ended December 31, 2002.  Included in the net income reported for the third quarter ended December 31, 2003 is $3.0 million (pre-tax), or $0.09 per diluted share, of expenses related to the Company’s restructuring of its United Kingdom operations.

Net income for the nine months ended December 31, 2003 was $19.6 million, or $0.86 per diluted share on revenues of $414.6 million, compared to net income of $34.0 million, or $1.39 per diluted share on revenues of $420.1 million for the nine months ended December 31, 2002.  Included in the net income reported for the nine months ended December 31, 2003 is $3.0 million (pre-tax), or $0.09 per diluted share, of expenses related to the Company’s restructuring of its United Kingdom operations and $6.2 million (pre-tax), or $0.19 per diluted share, of debt restructuring costs relating to the issuance of $230 million senior notes and related redemptions.

George Small, Chief Executive Officer and President of Offshore Logistics, Inc. said,  "Our third quarter results were negatively impacted by reduced activity in the North Sea, higher costs in certain areas within our International division and foreign exchange losses due to the weakening of the U.S. dollar.

In the North Sea, flight activity decreased 15% during our third quarter compared to the similar period last year, resulting in slightly below breakeven operating income. Our previously announced United Kingdom restructuring plans are being executed, and based on progress made to date, we hope to achieve approximately $15.0 million in annual cost savings phased in over the next two quarters.

Our International margins declined during the quarter to 10.6% due primarily to higher costs in certain operating areas, despite some increases in flight hours and revenues. We are taking corrective action.

Operationally, North America was the bright spot for the quarter. Margins in this region improved to 17.9% from 15.0% in the similar quarter last year, in-spite of little change in flight activity for the quarter, as exploration and production activity remained relatively flat in the Gulf of Mexico. The increase in margin is attributed to rate increases made earlier this calendar year.

Finally, the weakening of the dollar against the euro and pound sterling resulted in a third quarter $3.8 million (pre-tax) or $0.12 per diluted share transaction loss from our U.K. based operations on the portion of its business denominated in dollars. These losses compare to $1.0 million (pre tax) or $0.02 per diluted share loss for the similar quarter in the prior year."

OLOG will conduct a telephonic conference to discuss its third quarter results with analysts, investors and other interested parties at 10:00 a.m. Central Time on Wednesday, February 11, 2004. Individuals wishing to access the conference call should dial (877) 822-9020 for domestic callers and (706) 679-7181 for international callers, approximately five to ten minutes prior to the start time. Please reference the Offshore Logistics, Inc. conference call hosted by George Small, Conference ID No. 5281909. A replay of the conference call will be available two hours after completion of the teleconference. To hear that recording, dial (800) 642-1687 for domestic callers and (706) 645-9291 for international callers, and enter Conference ID number 5281909. The replay will be available until 11:59 PM EST, Wednesday, February 18, 2004.

Offshore Logistics, Inc. is a major provider of helicopter transportation services to the oil and gas industry worldwide. Through its subsidiaries, affiliates and joint ventures, the Company provides transportation services in most oil and gas producing regions including the United States Gulf of Mexico and Alaska, the North Sea, Africa, Mexico, South America, Australia, Egypt and the Far East. The Company’s Common Stock is traded on the New York Stock Exchange under the symbol OLG.

The tabulated results for the periods ended December 31, 2003 and 2002, are as follows (amounts in thousands, except earnings per share):

	Three Months Ended December 31,		Nine Months Ended December 31,
	2003	2002	2003	2002
Revenue	$      139,072	$       139,241	$      414,625	$	420,139
Net Income	$          2,790	$         12,018	$        19,558	$	33,983
BASIC:
Earnings per common share	$            0.12	$             0.53	$           0.87	$	1.52
Weighted average number of
common shares outstanding	22,555	22,499	22,527		22,404
DILUTED:
Earnings per common share	$           0.12	$            0.49	$           0.86	$	1.39
Weighted average number of
common shares outstanding and
assumed conversions	22,808	26,640	22,697		26,547

Selected operating data:

	Three Months Ended December 31,						Nine Months Ended December 31,
	2003			2002			2003			2002
	(in thousands, except flight hours)
Flight hours (excluding unconsolidated affiliates):
Helicopter activities:
North American Operations		29,369			29,859			94,394			96,879
North Sea Operations		10,399			12,226			33,542			37,835
International Operations		22,589			22,438			65,807			63,849
Technical Services		548			310			1,305			1,027
Total		62,905			64,833			195,048			199,590
Operating revenue:
Helicopter activities:
North American Operations	$	39,416		$	38,161		$	119,925		$	114,986
North Sea Operations		43,083			47,863			131,834			146,722
International Operations		46,138			43,022			129,735			122,553
Technical Services		14,606			9,707			30,686			30,304
Less: Intercompany		(15,646	)		(9,047	)		(32,140	)		(27,346	)
Total		127,597			129,706			380,040			387,219
Production Management Services		12,611			11,837			36,302			35,776
Corporate		2,925			2,904			8,877			8,790
Less: Intercompany		(4,418	)		(4,260	)		(13,182	)		(12,953	)
Consolidated total	$	138,715		$	140,187		$	412,037		$	418,832
Operating income:
Helicopter activities:
North American Operations	$	7,070		$	5,727		$	20,628		$	14,681
North Sea Operations		(437	)		6,783			8,261			19,524
International Operations		4,907			6,436			16,656			20,416
Technical Services		1,023			1,237			1,296			2,510
Total		12,563			20,183			46,841			57,131
Production Management Services		540			686			1,942			2,479
Corporate		(2,690	)		(982	)		(4,107	)		(2,977	)
Gain (loss) on disposal of assets		357			(946	)		2,588			1,307
Consolidated total	$	10,770		$	18,941		$	47,264		$	57,940
Operating margin:
Helicopter activities:
North American Operations		17.9	%		15.0	%		17.2	%		12.8	%
North Sea Operations		(1.0	%)		14.2	%		6.3	%		13.3	%
International Operations		10.6	%		15.0	%		12.8	%		16.7	%
Technical Services		7.0	%		12.7	%		4.2	%		8.3	%
Total		9.8	%		15.6	%		12.3	%		14.8	%
Production Management Services		4.3	%		5.8	%		5.3	%		6.9	%
Consolidated total		7.8	%		13.5	%		11.5	%		13.8	%

Statements contained in this press release that state the Company’s or management’s intentions, hopes, beliefs, expectations or predictions of the future are forward-looking statements. It is important to note that the Company’s actual results could differ materially from those projected in such forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements contained in this press release include the possibility that the Company is unable to achieve the cost savings and the operational and managerial efficiencies anticipated in its North Sea Operations, that the Company is unable to reverse the increasing cost trend in certain international areas, that North American Operations do not retain their current levels of flight activity and profitability and that the Company continues to suffer significant losses on foreign currency transactions. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company’s SEC filings, including but not limited to the Company’s report on Form 10-K for the year ended March 31, 2003 and the Company’s report on Form 10-Q for the quarters ended June 30, 2003 and September 30, 2003. Copies of these may be obtained by contacting the Company or the SEC.

Investor Relations Contact:
H. Eddy Dupuis
Phone: (337) 233-1221
Fax: (337) 235-6678
investorrelations@olog.com

OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES
Consolidated Statements of Income

	Three Months Ended December 31,						Nine Months Ended December 31,
	2003			2002			2003			2002
	(in thousands, except per share amounts)
Gross revenue:
Operating revenue	$	138,715		$	140,187		$	412,037		$	418,832
Gain (loss) on disposal of assets		357			(946	)		2,588			1,307
		139,072			139,241			414,625			420,139
Operating expenses:
Direct cost		107,551			101,555			310,224			308,112
Depreciation and amortization		9,778			9,575			29,077			27,860
General and administrative		10,973			9,170			28,060			26,227
		128,302			120,300			367,361			362,199
Operating income		10,770			18,941			47,264			57,940
Earnings from unconsolidated affiliates, net		1,930			3,277			6,880			6,728
Interest income		280			474			1,328			1,121
Interest expense		3,818			3,615			12,773			10,893
Loss on extinguishment of debt		--			--			(6,205	)		--
Other income (expense), net		(4,352	)		(1,244	)		(6,246	)		(4,473	)
Income before provision for income taxes and
minority interest		4,810			17,833			30,248			50,423
Provision for income taxes		1,444			5,350			9,075			15,127
Minority interest		(576	)		(465	)		(1,615	)		(1,313	)
Net income	$	2,790		$	12,018		$	19,558		$	33,983
Net income per common share:
Basic	$	0.12		$	0.53		$	0.87		$	1.52
Diluted	$	0.12		$	0.49		$	0.86		$	1.39

OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets

	December31, 2003			March 31, 2003
	(in thousands)
ASSETS
Current Assets:
Cash and cash equivalents	$	79,225		$	56,800
Accounts receivable		125,265			119,012
Inventories		131,535			118,846
Prepaid expenses and other		8,841			8,443
Total current assets		344,866			303,101
Investments in unconsolidated affiliates		37,772			27,928
Property and equipment - at cost:
Land and buildings		25,802			16,671
Aircraft and equipment		778,282			703,111
		804,084			719,782
Less: Accumulated depreciation and amortization		(227,434	)		(193,555	)
		576,650			526,227
Other assets		46,238			48,775
	$	1,005,526		$	906,031

LIABILITIES AND STOCKHOLDERS’ INVESTMENT

Current Liabilities:
Accounts payable	$	29,153		$	29,666
Accrued liabilities		69,293			64,181
Deferred taxes		1,025			33
Current maturities of long-term debt		995			96,684
Total current liabilities		100,466			190,564
Long-term debt, less current maturities		251,383			136,134
Other liabilities and deferred credits		136,494			120,035
Deferred taxes		84,084			81,082
Minority interest		20,438			16,555
Stockholders' Investment:
Common Stock, $.01 par value, authorized 35,000,000
shares; 22,583,921 outstanding at December 31, 2003 and 22,510,921
at March 31, 2003 (exclusive of 1,281,050 treasury shares)		226			225
Additional paid-in capital		140,383			139,046
Retained earnings		319,056			299,498
Accumulated other comprehensive income (loss)		(47,004	)		(77,108	)
		412,661			361,661
	$	1,005,526		$	906,031