8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): April 23, 2007

______________________________

Bristow Group Inc.

(Exact name of registrant as specified in its charter)

Delaware	72-0679819
(State or other jurisdiction of	(IRS Employer
incorporation or organization)	Identification Number)
2000 W. Sam Houston Pkwy. S.,	77042
Suite 1700	(Zip Code)
Houston, Texas
(Address of principal executive offices)

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

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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 5.03Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to Employment Agreement. On April 23, 2007, Bristow Helicopter Group Limited, an affiliate of Bristow Group Inc. (the “Company”) entered into an Amendment to Employment Agreement with Mr. Richard Burman, Senior Vice President, Eastern Hemisphere. The amendment provided for the elimination of Mr. Burman’s car allowance and golf club dues reimbursement and a base salary increase of ₤992 per month in connection therewith. The amendment also provided for compensation in connection with Mr. Burman’s relocation from Aberdeen, Scotland to the offices of the Company’s affiliate in Redhill, England, including payment of an increased cost of living allowance of ₤1,233 per month and reimbursement of moving expenses including legal, removal, estate agent relevant property and personal taxes [in three equal annual installments. The amendment also provides for mortgage support payments to Mr. Burman of ₤38,500 in April 2007, ₤28,875 in April 2008, ₤19,250 in April 2009, and ₤9,625 in April 2010.

The foregoing description is qualified in its entirety by the Amendment to Employment Agreement attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number	Description of Exhibit
10.1	Amendment to Employment Agreement of Mr. Richard Burman

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: April 26, 2007

BRISTOW GROUP INC.

(Registrant)

By: /S/ Randall A. Stafford

Randall A. Stafford

Vice President and General

Counsel, Corporate Secretary

Exhibit Index

Exhibit Number	Description of Exhibit
10.1	Amendment to Employment Agreement of Mr. Richard Burman

EX-10.1

Exhibit 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (this “Amendment”) is entered into effective as of the 1st day of March, 2007, by and between Bristow Helicopter Group Limited. (“the Company”), and Richard David Burman, an individual (“the Executive”). Company and Executive are sometimes hereinafter each referred to as a “Party” and collectively as the “Parties”.

WHEREAS, the Parties entered into that certain Employment Agreement (the “Agreement”) on October 15^th 2004, setting forth the terms under which the Company would employ the Executive; and

WHEREAS, the Parties desire to amend the Agreement to eliminate the company car allowance and reimbursement of certain club dues, as provided in this Amendment.

WHEREAS, the parties also desire to amend the agreement by including a “cost of living” allowance, “moving costs” and mortgage support

NOW, THEREFORE, in consideration of the mutual promises and premises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the Parties agree to amend the Agreement as follows:

1)   The Parties hereby amend the Agreement by increasing Monthly Base Salary as referred to in Section 4 and subsequent letters by the amount of £992 effective March 1^st 2007:

2)   The Parties hereby agree that clause 11 referring to the payment of a car allowance is now deleted and that no company car allowance shall be payable.

3)   The Parties hereby amend the Agreement by deleting the words: “The Executive will also be reimbursed, subject to the production of vouchers, subscription costs and annual fees for membership to a local club (eg golf club)” from clause 5 of the Agreement.

4)   Notwithstanding the foregoing, for purposes of determining (a) the Annual Bonus pursuant to Section 4 of the Agreement and any amount credited by the Company into a Company deferred compensation plan, the increase in Annual Base Salary pursuant to Section 4 of the Agreement shall not be effective until April 1, 2007. For all other purposes, including, but not limited to, Section 4 of the Agreement, the increase in Annual Base Salary pursuant to Section 2 of this Amendment shall be effective on March 1, 2007.

5)   A cost of living allowance of £1,233 per month will be paid with effect from 1^st March.

6)   Moving costs covering legal, removal, estate agent and relevant tax costs will be reimbursed including personal taxes on these paid 1/3^rd when incurred, 1/3^rd on the first anniversary and 1/3^rd on the second anniversary. In addition one month’s salary to cover miscellaneous relocation costs will be paid in March 2007.

7)   Mortgage support will be paid on the following reducing basis

·   £38,500 paid April 2007

·   £28,875 paid April 2008

·   £19250 paid April 2009

·   £9625 paid April 2010

8)   Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.

9)   This Amendment, which may be executed in one or more counterparts, is executed as and shall constitute an amendment to the Agreement, and shall be construed in connection with and as a part of the Agreement. Except as amended by this Amendment, all the terms and provisions of the Agreement shall remain in full force and effect.

10)   This Amendment embodies the entire agreement and understanding between the Parties related to the subject matter hereof, and supercedes and replaces any other agreement or understanding between the Parties regarding the subject matter of this Amendment, whether written or oral, prior to this Amendment. This Amendment may not be modified, amended, varied or supplemented except by an instrument in writing signed by Company and Executive.

11)   This Amendment shall be governed by and construed in accordance with English Law.

IN WITNESS WHEREOF, each Party has executed this Amendment effective as of the date first written above.

Signed for Bristow Helicopter Group Limited

By:/S/ David Randall

In the presence of

Signed by the said Richard Burman

/S/ Richard BurmanApril 23, 2007

In the presence of