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): August 4, 2004

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

Commission File Number 001-31617

	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. The following materials are filed as exhibits to this Current Report on Form 8-K:

Exhibit Number	Description of Exhibit
99.1	Press Release dated August 4, 2004

Item 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 4, 2004, Offshore Logistics, Inc. (the “Registrant”) issued a press release announcing its financial results for the first quarter ended June 30, 2004. 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.6 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.

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: August 4, 2004

OFFSHORE LOGISTICS, INC.
(Registrant)


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

EX-99

EXHIBIT 99.1

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 FIRST FISCAL QUARTER
ENDED JUNE 30, 2004

LAFAYETTE, LOUISIANA (August 4, 2004) – Offshore Logistics, Inc. (NYSE: OLG) today reported net income for the first quarter ended June 30, 2004 of $13.0 million, or $0.57 per diluted share, on revenues of $150.0 million, compared to net income of $8.3 million, or $0.35 per diluted share, on revenues of $134.8 million for the first quarter ended June 30, 2003.

William Chiles, CEO and President of Offshore Logistics, Inc., said, “Our fiscal year is off to a good start. The results we reported this quarter validate the actions taken by our management team during prior quarters to restore operating margins to historical levels. Comparing this quarter to the same period last year, the most dramatic improvement comes in our North American Operations which benefited from increased flight activity, higher rates, and lower maintenance and depreciation costs. Together, these factors caused the North American operating margin to increase from 10% in last year’s quarter to 18% this year. We were also pleased with our margin improvement in the North Sea. Despite reduced flight activity and revenue (after excluding the effect of foreign currency translation), we actually achieved an improvement in operating margin by two percentage points. This improvement was due to the previously disclosed restructuring measures taken in our North Sea business unit, as well as lower maintenance expense from a one-time refund of costs, offset by other cost increases. We anticipate that progress will be made in our International business unit with expanded work in Nigeria and other initiatives, although we believe that the impact of these actions will likely not be realized before our second and third fiscal quarters.

Since last October, management has been exploring options to combine certain activities performed by our Technical Services business unit with complimentary activities conducted by one of our 50% owned joint ventures. During June 2004, we concluded that only a limited portion of this business could be transferred and thus we have decided to exit most lines of third party services conducted at our Redhill, England facility. This decision will result in a reduction in force of approximately 110 employees over the next two quarters. During the June 2004 quarter we accrued $3.2 million for severance and other downsizing costs which is responsible for the significant reduction in operating results from our Technical Services business unit as compared to the similar quarter in the prior year.”

Chiles continued, “We believe that opportunities exist for growth in our North American and International markets as oil companies continue to explore to meet global demand and replace reserves. Additionally, the measures we have taken and are planning in the North Sea, with regard to our oil and gas and technical services businesses, will, we believe, position us to remain competitive and profitable in that region, and as a company overall.”

At June 30, 2004, the Company’s consolidated balance sheet reflected $459.3 million in shareholders’ investment, $103.6 million in cash and $255.3 million of indebtedness.

OLOG will conduct a telephonic conference to discuss its quarter end results with analysts, investors and other interested parties at 10:00 a.m. Central Time on Thursday, August 5, 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. 8972519. 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 8972519. The replay will be available until Friday, August 13, 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 June 30, 2004 and 2003, are as follows (amounts in thousands, except earnings per share):

	Three Months Ended June 30,
	2004		2003
Revenue	$	149,980	$	134,750
Net Income	$	12,970	$	8,268
BASIC:
Earnings per common share	$	0.57	$	0.37
Weighted average number of
common shares outstanding		22,654		22,511
DILUTED:
Earnings per common share	$	0.57	$	0.35
Weighted average number of
common shares outstanding
and assumed conversions		22,905		26,620

Selected operating data:

	Three Months Ended June 30,
	2004			2003
	(in thousands, except flight hours)
Flight hours (excludes unconsolidated affiliates):
Helicopter Activities:
North American Operations		31,818			30,878
North Sea Operations		10,243			11,401
International Operations		22,949			20,907
Technical Services		514			213
Total		65,524			63,399
Operating revenue:
Helicopter Activities:
North American Operations	$	41,831		$	37,825
North Sea Operations		45,322			44,983
International Operations		48,856			41,734
Technical Services		9,628			6,813
Less: Intercompany		(11,315	)		(7,635	)
Total		134,322			123,720
Production Management Services		13,692			11,673
Corporate		3,782			2,883
Less: Intercompany		(4,414	)		(4,383	)
Consolidated total	$	147,382		$	133,893
Operating income:
Helicopter Activities:
North American Operations	$	7,620		$	3,805
North Sea Operations		6,360			5,379
International Operations		7,201			6,399
Technical Services		(2,773	)		144
Total		18,408			15,727
Production Management Services		765			623
Corporate		(1,230	)		(734	)
Gain on disposal of assets		2,598			857
Consolidated total	$	20,541		$	16,473
Operating margin:
Helicopter Activities:
North American Operations		18.2	%		10.1	%
North Sea Operations		14.0	%		12.0	%
International Operations		14.7	%		15.3	%
Technical Services		(28.8	)%		2.1	%
Total		13.7	%		12.7	%
Production Management Services		5.6	%		5.3	%
Consolidated total		13.9	%		12.3	%

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 benefit from rate increases and cost savings in the North American Operations is not long lived, that the increase in North American flight hours does not continue, that the Company is unable to continue to achieve cost savings, operational and managerial efficiencies in its North Sea Operations, that opportunities for growth in our International Operations do not occur or that the Company is not able to take advantage of any such growth and that the Company is unable to reverse the decreasing trend in operating margins in certain international areas. 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, 2004. 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 June 30,
	2004			2003
	(in thousands, except per share amounts)
Gross revenue:
Operating revenue	$	147,382		$	133,893
Gain on disposal of assets		2,598			857
		149,980			134,750
Operating expenses:
Direct cost		107,668			99,826
Depreciation and amortization		10,450			10,104
General and administrative		11,321			8,347
		129,439			118,277
Operating income		20,541			16,473
Earnings from unconsolidated affiliates, net		1,520			1,903
Interest income		436			404
Interest expense		3,929			3,965
Other income (expense), net		88			(2,274	)
Income before provision for income taxes and minority interest		18,656			12,541
Provision for income taxes		5,597			3,763
Minority interest		(89	)		(510	)
Net income	$	12,970		$	8,268
Net income per common share:
Basic	$	0.57		$	0.37
Diluted	$	0.57		$	0.35

OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets

	June 30, 2004			March 31, 2004
	(in thousands)
ASSETS
Current Assets:
Cash and cash equivalents	$	103,617		$	85,679
Accounts receivable		122,396			121,146
Inventories		134,710			133,073
Prepaid expenses and other		13,561			10,874
Total current assets		374,284			350,772
Investments in unconsolidated affiliates		27,552			38,929
Property and equipment - at cost:
Land and buildings		26,871			26,594
Aircraft and equipment		792,067			797,783
		818,938			824,377
Less: Accumulated depreciation and amortization		(241,956	)		(238,721	)
		576,982			585,656
Goodwill		26,828			26,829
Other assets		41,741			42,717
	$	1,047,387		$	1,044,903

LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current Liabilities:
Accounts payable	$	33,657		$	27,439
Accrued liabilities		56,820			65,257
Deferred taxes		1,896			1,802
Current maturities of long-term debt		4,435			4,417
Total current liabilities		96,808			98,915
Long-term debt, less current maturities		250,850			251,117
Other liabilities and deferred credits		145,713			147,326
Deferred taxes		92,876			92,042
Minority interest		1,876			9,385
Stockholders' Investment:
Common stock, $.01 par value, authorized 35,000,000
shares; outstanding 22,818,054 and 22,631,221 at June 30 and
March 31, respectively (exclusive of 1,281,050 treasury shares)		228			226
Additional paid-in capital		145,277			141,384
Retained earnings		365,572			352,602
Accumulated other comprehensive income (loss)		(51,813	)		(48,094	)
		459,264			446,118
	$	1,047,387		$	1,044,903