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 30, 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

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

        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 1.01 Entry into a Material Definitive Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

        On January 6, 2006, Offshore Logistics, Inc. (the “Company”) issued a press release (the “Press Release”) announcing a sale and leaseback financing transaction that was completed on December 30, 2005. A copy of the Press Release, which describes certain material terms and conditions of this transaction, is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit Number	Description of Exhibit
99.1	Press Release dated January 6, 2006

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: January 6, 2006

OFFSHORE LOGISTICS, INC.
(Registrant)


/s/ Joseph A. Baj
——————————————
Joseph A. Baj
Vice President, Treasurer and Secretary

EX-99

Exhibit 99.1

Offshore Logistics, Inc.

2000 W. Sam Houston Parkway South
Suite 1700
Houston, Texas 77042
Tel: (713) 267-7600
Fax: (713) 267-7620

PRESS RELEASE

OFFSHORE LOGISTICS, INC. ANNOUNCES SALE AND LEASEBACK FINANCING

HOUSTON, TEXAS (January 6, 2006) — Offshore Logistics, Inc. (NYSE:OLG) announced today a sale and leaseback financing transaction that was completed on December 30, 2005. Nine Sikorsky S-76 aircraft were sold for $68.6 million in aggregate to a subsidiary of General Electric Capital Corporation, and then leased back for a term of ten years expiring in January 2016.

Each aircraft is under a separate net lease, which requires the lessee to pay all operating costs, and has an effective annual interest rate of approximately 5% for the first five years. Rent is payable monthly, and will be $6.3 million per year in aggregate for the first five years. Each lease has an end of lease purchase option at ten years, an early purchase option at 60 months (January 2011), and an early termination option at 24 months (January 2008). The early purchase option price for the nine aircraft at 60 months is $52 million in aggregate. The Company is required to deliver additional collateral of about $11.8 million on or before January 30, 2006. The additional collateral will be released upon the occurrence of certain events. The leases contain terms customary in transactions of this type, including provisions that allow the lessor to repossess the aircraft and require the lessee to pay a stipulated amount if the lessee defaults on its obligations under the leases. The Company expects to use the proceeds to fund its fleet expansion program and for general corporate purposes.

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. Additionally, the Company is a leading provider of production management services for oil and gas production facilities in the Gulf of Mexico. 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