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): August 2, 2007

______________________________

Bristow Group Inc.

(Exact name of registrant as specified in its charter)

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

2000 W. Sam Houston Pkwy S., Suite 1700 Houston, Texas	77042 (Zip Code)
(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:  NONE

______________________________

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):

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

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

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

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

ITEM 2.02 Results of Operations and Financial Condition.

On August 2, 2007, Bristow Group Inc. (the “Company”) issued a press release which summarized its financial results for the three-month period ended June 30, 2007, (the “Financial Results”). This press release was issued in anticipation of a conference call and Q&A session starting at 10:00 a.m. EDT (9:00 CDT) on Friday, August 3, 2007 to review the Financial Results. 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 August 2, 2007

Limitation on Incorporation by Reference.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in Item 2.02 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 2.02 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.

 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.

	BRISTOW GROUP INC.
Date: August 2, 2007	By:	/s/ Randall A. Stafford
		Randall A. Stafford
		Vice President and General Counsel, Corporate Secretary

EX-99.1

Exhibit 99.1

News Release

Contact:

Joe Baj, VP & Treasurer

(713) 267-7605

Linda McNeill, Treasury Manager

(713) 267-7622

BRISTOW GROUP REPORTS FISCAL 2008 FIRST QUARTER RESULTS

HOUSTON, August 2, 2007 – Bristow Group Inc. (NYSE: BRS) today reported financial results for its fiscal 2008 first quarter ended June 30, 2007.

Highlights include:

§   Revenue of $245.0 million increased by 10.8 percent over the first quarter of fiscal year 2007.  Revenue gains occurred in most of our business units, driven by improved pricing and the addition of new aircraft;

§   Operating income of $29.9 million decreased by 3.8 percent over the first quarter of fiscal year 2007, primarily due to higher compensation and maintenance costs within our West Africa and Eastern Hemisphere (“EH”) Centralized Operations business units, partially offset by increased revenue;

§   Net income of $22.7 million increased 31.6 percent versus net income for the first quarter of fiscal year 2007.  Increases in earnings from unconsolidated affiliates, interest income and other income contributed to the improvement in the latest quarter’s net income;

§   Diluted earnings per share increased to $0.75 from $0.73 for the first quarter of fiscal year 2007.  Diluted earnings per share for the first quarter of fiscal year 2008 reflected the assumed conversion of the Company’s Mandatory Convertible Preferred Stock, which added approximately 6.5 million shares to the weighted average diluted shares calculation.

Capital and Liquidity:

§   The June 30, 2007 consolidated balance sheet reflected $902.9 million in stockholders’ investment and $561.3 million of indebtedness;

§   We had $339.5 million in cash and an undrawn $100 million revolving credit facility;

§   We used $2.3 million of cash for operating activities, which included a $29.9 million increase in receivables, primarily from operations in Nigeria.  We have received payment for a majority of these Nigeria receivables in July.  We also used $121.8 million for capital expenditures, primarily for aircraft, and $12.9 million for the acquisition (net of cash acquired) of Bristow Academy during the first quarter of fiscal year 2008;

§   Aircraft purchase commitments totaled $255.0 million, with options totaling $732.9 million as of June 30, 2007.

William E. Chiles, President and Chief Executive Officer of Bristow Group Inc., said, “We saw strong financial performance and good execution against our strategic plan during the latest quarter, and we remain on target with our plan to expand our fleet and improve overall margins and operating efficiencies.  The industry fundamentals continue to be very strong, and our customers remain committed to field development plans, which is the primary driver of our growth.  We continue to believe demand for aircraft will exceed supply over the next several years, which should create good opportunities to enhance revenue and margin growth going forward.”

CONFERENCE CALL

Management will conduct a conference call starting at 10:00 a.m. EDT (9:00 a.m. CDT) on Friday, August 3, 2007, to review financial results for the fiscal quarter ended June 30, 2007.  The conference call can be accessed as follows:

Via Webcast:

§    Visit Bristow Group’s investor relations Web page at http://www.bristowgroup.com

§   Live: Click on the link for “Q1 2008 Bristow Group Inc. Earnings Conference Call”

§    Replay: A replay via webcast will be available approximately one hour after the call’s completion

Via Telephone within the U.S.:

§   Live: Dial toll free (800) 218-0713

§    Replay: A telephone replay will be available through August 17, 2007, by dialing toll free (800) 405-2236, passcode: 11093169

Via Telephone outside the U.S.:

§   Live: Dial (303) 262-2142

§   Replay: A telephone replay will be available through August 17, 2007 by dialing (303) 590-3000, passcode: 11093169

ABOUT BRISTOW GROUP INC.

Bristow Group Inc. is the leading provider of helicopter services to the worldwide offshore energy industry based on the number of aircraft operated.  Through its subsidiaries, affiliates and joint ventures, the Company has major transportation operations in the U.S. Gulf of Mexico and the North Sea, and in most of the other major offshore oil and gas producing regions of the world, including Alaska, Australia, Mexico, Nigeria, Russia and Trinidad. Additionally, the Company is a leading provider of production management services for oil and gas production facilities in the U.S. Gulf of Mexico.  For more information, visit the Company’s website at www.bristowgroup.com.

FORWARD-LOOKING STATEMENTS DISCLOSURE

Statements contained in this news release that state the Company’s or management’s intentions, hopes, beliefs, expectations or predictions of the future are forward-looking statements.  These forward-looking statements include statements regarding customer demand, future results, the addition of new aircraft to our fleet, future investments and earnings power of aircraft.  It is important to note that the Company’s actual results could differ materially from those projected in such forward-looking statements.  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 quarterly report on Form 10-Q for the quarter ended June 30, 2007 and the annual report on Form 10-K for the year ended March 31, 2007.  Bristow Group 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.

 (financial tables follow)

BRISTOW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

	Three Months Ended June 30,
	2006			2007
		(Unaudited)
Gross revenue:
Operating revenue from non-affiliates	$	181,786		$	212,454
Operating revenue from affiliates		12,079			11,097
Reimbursable revenue from non-affiliates		26,125			20,348
Reimbursable revenue from affiliates		1,072			1,103
		221,062			245,002
Operating expense:
Direct cost		138,470			163,836
Reimbursable expense		26,898			21,241
Depreciation and amortization		10,283			11,373
General and administrative		15,349			19,262
Gain on disposal of assets		(998	)		(584	)
		190,002			215,128
Operating income		31,060			29,874
Earnings from unconsolidated affiliates, net of losses		1,559			3,390
Interest income		1,290			2,198
Interest expense		(3,236	)		(2,933	)
Other income (expense), net		(4,785	)		426
Income before provision for income taxes and minority interest		25,888			32,955
Provision for income taxes		(8,543	)		(9,834	)
Minority interest		(116	)		(449	)
Net income		17,229			22,672
Preferred Stock dividends		—			(3,162	)
Net income available to common stockholders	$	17,229		$	19,510
Earnings per common share:
Basic	$	0.74		$	0.83
Diluted	$	0.73		$	0.75
Weighted average common shares outstanding:
Basic		23,393			23,603
Diluted		23,508			30,219

BRISTOW GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
	March 31,			June 30,
	2007			2007
ASSETS				(Unaudited)
Current assets:
Cash and cash equivalents	$	184,188		$	339,542
Accounts receivable from non-affiliates		158,770			187,836
Accounts receivable from affiliates		17,199			19,694
Inventories		157,870			169,635
Prepaid expenses and other		17,947			17,768
Total current assets		535,974			734,475
Investments in unconsolidated affiliates		46,828			47,561
Property and equipment — at cost:
Land and buildings		51,850			56,339
Aircraft and equipment		1,141,578			1,269,390
		1,193,428			1,325,729
Less: accumulated depreciation and amortization		(301,520	)		(308,258	)
		891,908			1,017,471
Goodwill		20,368			27,119
Other assets		10,725			17,814
	$	1,505,803		$	1,844,440
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current liabilities:
Accounts payable	$	42,343		$	43,556
Accrued wages, benefits and related taxes		38,281			38,877
Income taxes payable		4,377			2,240
Other accrued taxes		9,084			9,944
Deferred revenues		16,283			17,372
Accrued maintenance and repairs		12,309			13,083
Other accrued liabilities		22,828			22,027
Deferred taxes		17,611			17,962
Short-term borrowings and current maturities of long-term debt		4,852			7,923
Total current liabilities		167,968			172,984
Long-term debt, less current maturities		254,230			553,382
Accrued pension liabilities		113,069			112,992
Other liabilities and deferred credits		17,345			15,112
Deferred taxes		76,089			81,795
Minority interest		5,445			5,267
Commitments and contingencies
Stockholders' investment:
5.50% mandatory convertible preferred stock		222,554			222,554
Common stock		236			237
Additional paid-in capital		169,353			172,373
Retained earnings		515,589			535,099
Accumulated other comprehensive loss		(36,075	)		(27,355	)
		871,657			902,908
	$	1,505,803		$	1,844,440

BRISTOW GROUP INC. AND SUBSIDIARIES

CORPORATE ITEMS AFFECTING THE COMPARABILITY OF RESULTS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended June 30,
	2006									2007
	Pre-tax Earnings			Net Income			Diluted Earnings Per Share			Pre-tax Earnings			Net Income			Diluted Earnings Per Share
Investigations:
SEC (1)	$	(108	)	$	(70	)	$	—		$	—		$	—		$	—
DOJ (2)		(591	)		(384	)		(0.02	)		—			—			—
Tax contingency related items (3)		—			800			0.03			—			918			0.03
7 ½% Senior Notes due 2017 (4)		—			—			—			(357	)		(232	)		(0.01	)
Foreign currency transaction gains (losses) (5)		(4,809	)		(3,126	)		(0.13	)		401			261			0.01
Preferred Stock (6)		—			—			—			826			537			(0.19	)
Total	$	(5,508	)	$	(2,780	)	$	(0.12	)	$	870		$	1,484		$	(0.16	)

______

(1)   Represents costs incurred in conjunction with the SEC investigation regarding findings from the internal review initiated by the Audit Committee of our board of directors in fiscal year 2005 of certain payments made by two of our affiliated entities in a foreign country.  These costs are included in general & administrative costs in our consolidated statements of income.

(2)   Represents legal and other professional fees incurred in connection with a document subpoena received from the Antitrust Division of the Department of Justice (“DOJ”) in June 2005, which related to a grand jury investigation of potential antitrust violations among providers of helicopter transportation services in the U.S. Gulf of Mexico focusing on activities during the period from January 1, 2000 to June 13, 2005.  These costs are included in general & administrative costs in our consolidated statements of income.

(3)   Represents the net reduction in our accruals for tax contingencies resulting from our evaluation of the need for certain tax reserves.  These amounts represent a direct reduction in our provision for income taxes in our consolidated statements of income.

(4)   Represents the effect on interest expense, net of interest income from invested proceeds, resulting from the issuance of 7 ½% Senior Notes due 2017 in June 2007.

(5)   Represents foreign currency transaction gains and losses resulting from changes in exchange rates during the applicable periods.  The effects of these foreign currency transaction gains and losses were offset to a large extent by corresponding charges or benefits in the cumulative translation adjustment in stockholders’ investment with no overall economic effect.  These amounts are included in other income (expense), net in our consolidated statements of income.

(6)   Represents the effect of the preferred stock offering completed in September and October 2006.  The net income effect results from interest income earned on remaining cash proceeds generated from the offering.  Diluted earnings per share for the three months ended June 30, 2007 was reduced by the effect of the inclusion of weighted average shares resulting from the assumed conversion of the preferred stock at the conversion rate that results in the most dilution, partially offset by the impact of higher interest income.

BRISTOW GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
	Three Months Ended June 30,
	2006		2007
	(Unaudited)
Flight hours (excludes Bristow Academy and unconsolidated affiliates)
Helicopter Services:
North America		42,609		40,271
South and Central America		9,285		11,367
Europe		10,170		10,821
West Africa		8,883		8,898
Southeast Asia		3,206		3,344
Other International		2,052		2,547
Consolidated total		76,205		77,248

Gross revenue:
Helicopter Services:
North America	$	63,368		$	60,939
South and Central America		13,012			16,036
Europe		71,981			83,357
West Africa		31,736			33,283
Southeast Asia		17,040			22,492
Other International		8,955			11,455
EH Centralized Operations		3,074			6,805
Bristow Academy		—			3,019
Intrasegment eliminations		(2,860	)		(6,235	)
Total Helicopter Services		206,306			231,151
Production Management Services		17,684			16,543
Corporate		(25	)		—
Intersegment eliminations		(2,903	)		(2,692	)
Consolidated total	$	221,062		$	245,002

Operating income:
Helicopter Services:
North America	$	9,233		$	10,714
South and Central America		3,970			3,685
Europe		14,096			14,575
West Africa		4,333			2,797
Southeast Asia		2,435			4,127
Other International		1,516			2,265
EH Centralized Operations		(1,767	)		(4,279	)
Bristow Academy		—			(91	)
Total Helicopter Services		33,816			33,793
Production Management Services		1,413			1,089
Gain on disposal of assets		998			584
Corporate		(5,167	)		(5,592	)
Consolidated total	$	31,060		$	29,874

Operating Margins
Helicopter Services:
North America	14.6		%	17.6		%
South and Central America	30.5		%	23.0		%
Europe	19.6		%	17.5		%
West Africa	13.7		%	8.4		%
Southeast Asia	14.3		%	18.3		%
Other International	16.9		%	19.8		%
EH Centralized Operations	(57.5	)	%	(62.9	)	%
Bristow Academy	N/A			(3.0	)	%
Total Helicopter Services	16.4		%	14.6		%
Production Management Services	8.0		%	6.6		%
Consolidated total	14.1		%	12.2		%