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): December 15, 2005

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

Delaware	001-31617	72-0679819
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

2000 W. Sam Houston Parkway South                    Suite 1700
Houston, Texas	77042
(Address of Principal Executive Offices)	(Zip Code)

        Registrant’s telephone number, including area code: (713) 267-7600

        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 Disclosure.

        On December 15, 2005, Offshore Logistics, Inc. (the “Company”) issued a press release to announce its election to extend to January 16, 2006 the waiver period for complying with the financial reporting covenants and related compliance certificate and auditors’ statement covenants in the indenture for its 6 1/8% Senior Notes due 2013 and a similar waiver arrangement for its revolving credit facility and a term loan under which an affiliate of the Company is borrower and the Company is a partial guarantor. A copy of the press release is furnished with this report as Exhibit 99.1, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit Number	Description of Exhibit
99.1	Press Release dated December 15, 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 and the related exhibit furnished in Item 9.01 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 of 1933, as amended, 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 and the related exhibit furnished in Item 9.01 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.

SIGNATURE

        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: December 15, 2005

OFFSHORE LOGISTICS, INC.
(Registrant)


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

EX-99

Offshore Logistics, Inc. Elects to Extend Waiver Period

for 6 1/8% Senior Notes due 2013

HOUSTON, TX, December 15, 2005-Offshore Logistics, Inc. (NYSE: OLG) announced today that it has elected to extend the waiver period for complying with the financial reporting covenants and related compliance certificate and auditors’ statement covenants in the indenture for its 6 1/8% Senior Notes due 2013 (the “Notes”) from December 15, 2005 to January 16, 2006. Note holders of record as of July 25, 2005 who delivered (and did not revoke) consents to the waiver in connection with the Company’s consent solicitation that expired on August 15, 2005 will receive payment of an additional fee equal to $2.50 per $1,000 principal amount of Notes.

The Company has retained Global Bondholder Services Corporation to serve as paying agent of the additional fee to consenting holders. Global Bondholder Services Corporation may be contacted 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.

The Company also has elected to extend to January 16, 2006 a similar waiver arrangement upon payment of a fee for its revolving credit facility and a term loan under which an affiliate of Offshore Logistics is borrower and Offshore Logistics is a partial guarantor.

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.

Investor Relations Contact:
Joe Baj
Phone: (713) 267-7605
Fax: (713) 267-7620
jbaj@olog.com