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

August 9, 2005
(Date of earliest event reported)

Offshore Logistics, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-31617	72-0679819
(Commission File Number)	(IRS Employer
	Identification No.)
224 Rue de Jean                    P.O. Box 5C
Lafayette, Louisiana	70505
(Address of Principal Executive Offices)	(Zip Code)

(337) 233-1221
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

        Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

        |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

        |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

        |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

        |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD.

        On August 9, 2005, Offshore Logistics, Inc. (the “Registrant”) issued a press release announcing that it has amended the terms of its solicitation of consents from the holders of its 6 1/8% Senior Notes due 2013 (the “Notes”) to waivers under and amendments to the indenture under which the Notes were issued. The Company has amended the terms of the consent solicitation as follows:

* The Expiration Date (as defined in the Consent Solicitation Statement dated July 26, 2005 (the “Consent Solicitation Statement”)) has been extended to 5:00 p.m., New York City time, on August 11, 2005.

* The consent fee payable to holders of Notes as of 5:00 p.m. (EST) on July 25, 2005 that have delivered valid (and not revoked) consents on or prior to the Expiration Date has been increased to $5.00 per $1,000 principal amount of Notes, instead of the previously announced consent fee of $2.50 per $1,000 principal amounts of Notes.

* In the event that the Registrant does not comply with the financial reporting covenants and related compliance certificate and auditors’ statement covenants on or before November 15, 2005 and elects to pay on or before the third business day following such date an additional fee to consenting holders in an amount equal to $2.50 per $1,000 principal amount of Notes in respect of which consents have been delivered (and not revoked), the Registrant would have until December 15, 2005 to comply with the financial reporting covenants and the compliance certificate and auditors’ statement covenants in the indenture. In addition, if the Registrant does not comply with the financial reporting covenants and related compliance certificate and auditors’ statement covenants on or before December 15, 2005 and elects to pay on or before the third business day following such date a further additional fee to consenting holders in an amount equal to $2.50 per $1,000 principal amount of Notes in respect of which consents have been delivered (and not revoked), the Registrant would have until January 16, 2006 to comply with the financial reporting covenants and the compliance certificate and auditors’ statement covenants in the indenture.

All other material terms of the consent solicitation remain unchanged.

        The Registrant also announced that until it complies with the financial reporting covenants in the indenture it intends to publicly disclose selected financial information periodically.

        Statements contained in this Form 8-K that state the Company’s or management’s intentions, hopes, beliefs, expectations or predictions of the future are forward-looking statements, including its intention to publicly disclose selected financial information periodically. It is important to note that the Company’s actual results could differ materially from those projected in such forward-looking statements. The public disclosure by Offshore Logistics of such selected financial information will depend on a number of factors, including the ongoing review by the Audit Committee of Offshore Logistics of certain payments made by affiliated entities of Offshore Logistics in a foreign country and operations in other countries. 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 and the Company’s reports on Form-10-Q for the quarters ended June 30, 2004, September 30, 2004, and December 31, 2004. Offshore Logistics, Inc. disclaims any intention or obligation to revise any forward-looking statements, including financial estimates, whether as a result of new information, future events, or otherwise.

Item 9.01. Financial Statements and Exhibits.

(c)     Exhibits.

Exhibit Number	Description of Exhibit
99.1	Press Release dated August 9, 2005

Limitation on Incorporation by Reference.

        In accordance with General Instruction B.2 of Form 8-K, the information set forth in Item 7.01 of this report 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 Item 7.01 of this report 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: August 11, 2005

OFFSHORE LOGISTICS, INC.
(Registrant)


/s/ Brian C. Voegele
——————————————
Brian C. Voegele
Chief Financial Officer, Senior Vice-President, Secretary and Treasurer

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. AMENDS SENIOR NOTE CONSENT SOLICITATION

        LAFAYETTE, LA, August 9, 2005-Offshore Logistics, Inc. (NYSE: OLG) announced today that it has amended the terms of its solicitation of consents from the holders of its 6 1/8% Senior Notes due 2013 (the “Notes”) to waivers under and amendments to the indenture under which the Notes were issued. The Company has amended the terms of the consent solicitation as follows:

* The Expiration Date (as defined in the Consent Solicitation Statement dated July 26, 2005 (the “Consent Solicitation Statement”)) has been extended to 5:00 p.m., New York City time, on August 11, 2005.

* The consent fee payable to holders of Notes as of 5:00 p.m. (EST) on July 25, 2005 that have delivered valid (and not revoked) consents on or prior to the Expiration Date has been increased to $5.00 per $1,000 principal amount of Notes, instead of the previously announced consent fee of $2.50 per $1,000 principal amounts of Notes.

* In the event that the Company does not comply with the financial reporting covenants and related compliance certificate and auditors’ statement covenants on or before November 15, 2005 and elects to pay an additional fee to consenting holders in an amount equal to $2.50 per $1,000 principal amount of Notes in respect of which consents have been delivered (and not revoked) on or before the third business day following such date, the Company would have until December 15, 2005 to comply with the financial reporting covenants and the compliance certificate and auditors’ statement covenants in the indenture. In addition, if the Company does not comply with the financial reporting covenants and related compliance certificate and auditors’ statement covenants on or before December 15, 2005 and elects to pay a further additional fee to consenting holders in an amount equal to $2.50 per $1,000 principal amount of Notes in respect of which consents have been delivered (and not revoked) on or before the third business day following such date, the Company would have until January 16, 2006 to comply with the financial reporting covenants and the compliance certificate and auditors’ statement covenants in the indenture.

All other material terms of the consent solicitation remain unchanged.

        The Company also announced that, until it complies with the financial reporting covenants in the indenture, it intends to publicly disclose selected financial information periodically.

        The consent solicitation is conditioned upon the satisfaction of certain conditions, including the consent of the holders of at least a majority in principal amount of the outstanding Notes and the execution of a supplemental indenture. A more comprehensive description of the consent solicitation and its terms and conditions can be found in the Consent Solicitation Statement, as supplemented by the Supplement to Consent Solicitation Statement dated August 9, 2005.

        The Company has retained Goldman, Sachs & Co. to serve as the Solicitation Agent and Global Bondholder Services Corporation to serve as Information Agent for the consent solicitation. Requests for documents may be directed to Global Bondholder Services Corporation by telephone at (866) 873-7700 (toll-free) or (212) 430-3774 or in writing at 65 Broadway, Suite 704, New York, NY 10006, Attention: Corporate Actions. Questions regarding the solicitation of consents may be directed to Goldman, Sachs & Co., at (800) 828-3182 (toll free) or (212) 357-7867 (collect), Attention: Credit Liability Management Group.

        This announcement is not an offer to purchase or sell, a solicitation of an offer to purchase or sell or a solicitation of consents with respect to any securities. The Solicitation is being made solely pursuant to the Consent Solicitation Statement, as supplemented by the Supplement to Consent Solicitation Statement dated August 9, 2005.

        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, Russia, Egypt and the Far East. The Company’s Common Stock is traded on the New York Stock Exchange under the symbol OLG.

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, including its intention to publicly disclose selected financial information periodically. It is important to note that the Company’s actual results could differ materially from those projected in such forward-looking statements. The public disclosure by Offshore Logistics of such selected financial information will depend on a number of factors, including the ongoing review by the Audit Committee of Offshore Logistics of certain payments made by affiliated entities of Offshore Logistics in a foreign country and operations in other countries. 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 and the Company’s reports on Form 10-Q for the quarters ended June 30, 2004, September 30, 2004, and December 31, 2004. Offshore Logistics, Inc. disclaims any intention or obligation to revise any forward-looking statements, including financial estimates, whether as a result of new information, future events, or otherwise.

Investor Relations Contact:
Brian Voegele
Phone: (337) 233-1221
Fax: (337) 235-6678
bvoegele@olog.com