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): November 5, 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 November 5, 2007, Bristow Group Inc. (the “Company”) issued a press release which summarized its financial results for the three and six-month periods ended September 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. EST (9:00 CST) on Tuesday November 6, 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 7.01. Regulation FD Disclosure.

On November 5, 2007, Bristow Group Inc. (“Bristow”) posted to the Investor Relations page of its website (www.bristowgroup.com) an update describing key drivers behind Bristow’s growth strategy (the “Growth Update”). The Growth Update is furnished as Exhibit 99.2 hereto.

The Growth Update reports that Bristow’s capital structure as of September 30, 2007 resulted in approximately 43% adjusted leverage.  Adjusted leverage is a non-GAAP financial measure consisting of Bristow’s debt plus its GE aircraft leases and U.K. unfunded pension obligations, divided by Bristow’s book capitalization.  Bristow’s management believes that disclosure of this measure provides useful information because it provides greater transparency with respect to Bristow’s payment obligations.  Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP.

ITEM 9.01. Financial Statements and Exhibits.

     (c) Exhibits

Exhibit Number	Description of Exhibit
99.1	Press Release dated November 5, 2007
99.2	Growth update dated November 5, 2007

Limitation on Incorporation by Reference.

Information on Bristow’s website is not incorporated by reference in this Form 8-K.  In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Form 8-K and the attached exhibits shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933 or the Exchange Act unless Bristow expressly states that such information is to be considered “filed” under the Exchange Act or incorporates it 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: November 5, 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 STRONG FISCAL 2008 SECOND QUARTER RESULTS

HOUSTON, November 5, 2007 – Bristow Group Inc. (NYSE: BRS) today reported financial results for its fiscal 2008 second quarter ended September 30, 2007.

Highlights include:

For the quarter ended September 30, 2007:

§   Revenue of $273.3 million increased by 21.9 percent over the second quarter of fiscal year 2007.  Revenue gains occurred in most of our business units, driven by increases in rates for helicopter services and the addition of new aircraft;

§   Operating income of $50.6 million and operating margin of 18.5 percent increased over operating income of $30.9 million and operating margin of 13.8 percent for the second quarter of fiscal year 2007, primarily as a result of the improvement in revenue as well as the items discussed below;

§   Net income of $34.0 million increased by $14.9 million versus net income for the second quarter of fiscal year 2007.  Increases in operating income, foreign currency gains and earnings from unconsolidated affiliates contributed to the improvement in the latest quarter’s net income;

§   Diluted earnings per share increased to $1.12 from $0.79 for the second quarter of fiscal year 2007.  Diluted earnings per share for the second quarter of fiscal years 2008 and 2007 reflected the assumed conversion of the Company’s Mandatory Convertible Preferred Stock, which added approximately 6.5 million and 0.7 million shares, respectively, to the weighted average diluted shares calculation.

§   Operating results for the second quarter of fiscal year 2008 included the following items:

o   Reversal of $1.0 million of previously accrued settlement costs associated with the U.S. Securities and Exchange Commission (“SEC”) investigation settled in September 2007.

o   Reversal of a $5.4 million accrual for sales tax contingency in Nigeria.

o   $2.1 million of retroactive rate increases with a major customer in Nigeria.

Excluding these items, operating income, operating margin, net income and diluted EPS would have been $42.1 million, 15.5%, $28.4 million and $0.93 per common share, respectively.

1

For the six months ended September 30, 2007:

§   Revenue of $518.3 million increased by 16.4 percent over the same period of fiscal year 2007.  Revenue gains occurred in most of our business units, driven by increases in rates for helicopter services and the addition of new aircraft;

§   Operating income of $80.5 million and operating margin of 15.5 percent increased over operating income of $61.9 million and operating margin of 13.9 percent for the same period in fiscal year 2007, primarily as a result of the improvement in rates;

§   Net income of $56.6 million increased by $20.3 million versus net income for the six months ended September 30, 2006.  Increases in operating income, foreign currency gains and earnings from unconsolidated affiliates contributed to the improvement in year-to-date net income.

§   Diluted earnings per share increased to $1.87 from $1.52 for the same period in fiscal year 2007.  Diluted earnings per share for the six months ended September 30, 2007 and 2006 reflected the assumed conversion of the Company’s Mandatory Convertible Preferred Stock, which added approximately 6.5 million and 0.3 million shares, respectively, to the weighted average diluted shares calculation.

§   Operating results for the six months ended September 30, 2007 included the following items:

o   Reversal of $1.0 million of previously accrued SEC settlement costs.

o   Reversal of a $5.4 million accrual for sales tax contingency in Nigeria.

Excluding these items, operating income, operating margin, net income and diluted EPS would have been $74.1 million, 14.3%, $52.5 million and $1.73 per common share, respectively.

Capital and Liquidity:

§   The September 30, 2007 consolidated balance sheet reflected $942.3 million in stockholders’ investment and $557.3 million of indebtedness;

§   We had $276.4 million in cash and an undrawn $100 million revolving credit facility;

§   We generated $43.5 million of cash from operating activities for the six months ended September 30, 2007.  We also used $221.1 million for capital expenditures, primarily for aircraft, and $12.9 million for the acquisition (net of cash acquired) of Bristow Academy during the six months ended September 30, 2007;

§   Aircraft purchase commitments totaled $276.5 million, with options totaling $608.0 million as of September 30, 2007.

William E. Chiles, President and Chief Executive Officer of Bristow Group Inc., said, “We are very pleased with our strong financial performance and excellent execution against our strategic plan during the latest quarter. We continue to proceed with our plan to expand our fleet and we recently announced our decision to exercise options to acquire an additional four Sikorsky S-92^® large helicopters and three Sikorsky S-76C++^TM medium helicopters with a combined value of more than $100 million. All seven helicopters are expected to be delivered in late 2008.

"We also remain on target with our plan to improve overall margins and operating efficiencies.  We are systematically reviewing the profitability of our contracts and making a concerted effort to improve our return on capital, especially in Nigeria.

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"The industry fundamentals continue to be very strong, and our customers remain committed to field development plans, which are the primary drivers 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. EST (9:00 a.m. CST) on Tuesday, November 6, 2007, to review financial results for the fiscal quarter ended September 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 “Q2 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) 257-1836

§   Replay: A telephone replay will be available through November 20, 2007, by dialing toll free (800) 405-2236, passcode: 11099470#

Via Telephone outside the U.S.:

§   Live: Dial (303) 262-2139

§   Replay: A telephone replay will be available through November 20, 2007 by dialing (303) 590-3000, passcode: 11099470#

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.  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, industry conditions, future results, revenue growth, margins, operating efficiency, rate of return, the addition of new aircraft to our fleet and aircraft delivery.  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 September 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)

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BRISTOW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

	Three Months Ended September  30,						Six Months Ended September 30,
	2006			2007			2006			2007
		(Unaudited)
Gross revenue:
Operating revenue from non-affiliates	$	191,341		$	231,475		$	373,127		$	443,929
Operating revenue from affiliates		11,631			13,858			23,710			24,955
Reimbursable revenue from non-affiliates		20,091			25,505			46,216			45,853
Reimbursable revenue from affiliates		1,146			2,498			2,218			3,601
		224,209			273,336			445,271			518,338
Operating expense:
Direct cost		148,872			162,764			287,341			326,600
Reimbursable expense		20,879			25,793			47,778			47,034
Depreciation and amortization		10,737			12,395			21,020			23,768
General and administrative		16,527			21,039			31,876			40,301
Loss (gain) on disposal of assets		(3,667	)		754			(4,665	)		170
		193,348			222,745			383,350			437,873
Operating income		30,861			50,591			61,921			80,465
Earnings from unconsolidated affiliates, net of losses		1,728			4,118			3,287			7,508
Interest income		1,069			4,049			2,359			6,247
Interest expense		(2,871	)		(6,523	)		(6,107	)		(9,456	)
Other income (expense), net		(1,308	)		360			(6,093	)		786
Income before provision for income taxes and minority interest		29,479			52,595			55,367			85,550
Provision for income taxes		(9,728	)		(18,641	)		(18,271	)		(28,475	)
Minority interest		(676	)		(4	)		(792	)		(453	)
Net income		19,075			33,950			36,304			56,622
Preferred stock dividends		(321	)		(3,163	)		(321	)		(6,325	)
Net income available to common stockholders	$	18,754		$	30,787		$	35,983		$	50,297
Earnings per common share:
Basic	$	0.80		$	1.30		$	1.54		$	2.13
Diluted	$	0.79		$	1.12		$	1.52		$	1.87

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BRISTOW GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

		March 31, 2007			September 30, 2007
					(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents	$	184,188		$	276,439
	Accounts receivable from non-affiliates		158,770			191,962
	Accounts receivable from affiliates		17,199			14,862
	Inventories		157,870			176,459
	Prepaid expenses and other		17,947			26,244
	Total current assets		535,974			685,966
Investment in unconsolidated affiliates			46,828			54,314
Property and equipment – at cost:
	Land and buildings		51,850			55,619
	Aircraft and equipment		1,141,578			1,353,975
			1,193,428			1,409,594
	Less – Accumulated depreciation and amortization		(301,520	)		(309,726	)
			891,908			1,099,868
Goodwill			20,368			29,302
Other assets			10,725			29,793
		$	1,505,803		$	1,899,243
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
	Accounts payable	$	42,343		$	49,055
	Accrued wages, benefits and related taxes		38,281			39,414
	Income taxes payable		4,377			9,489
	Other accrued taxes		9,084			5,118
	Deferred revenues		16,283			14,703
	Accrued maintenance and repairs		12,309			13,556
	Other accrued liabilities		22,828			27,167
	Deferred taxes		17,611			18,479
	Short-term borrowings and current maturities of long-term debt		4,852			6,764
	Total current liabilities		167,968			183,745
Long-term debt, less current maturities			254,230			550,571
Accrued pension liabilities			113,069			112,121
Other liabilities and deferred credits			17,345			15,312
Deferred taxes			76,089			89,914
Minority interest			5,445			5,258
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			174,383
	Retained earnings		515,589			565,886
	Accumulated other comprehensive loss		(36,075	)		(20,738	)
			871,657			942,322
		$	1,505,803		$	1,899,243

5

BRISTOW GROUP INC. AND SUBSIDIARIES

CORPORATE ITEMS AFFECTING THE COMPARABILITY OF RESULTS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended September 30,
	2006									2007
	Pre-tax Earnings			Net Income			Diluted Earnings Per Share			Pre-tax Earnings			Net Income			Diluted Earnings Per Share
Investigations:
SEC (1)	$	—		$	—		$	—		$	1,000		$	650		$	0.02
DOJ (2)		(282	)		(183	)		(0.01	)		(488	)		(317	)		(0.01	)
Tax contingency related items (3)		—			700			0.03			5,396			3,407			0.11
7 ½% Senior Notes due 2017 (4)		—			—			—			(2,248	)		(1,461	)		(0.05	)
Foreign currency transaction gains (losses) (5)		(1,333	)		(867	)		(0.04	)		334			217			0.01
Preferred Stock (6)		291			189			(0.01	)		—			—			(0.30	)
Total	$	(1,324	)	$	(161	)	$	(0.03	)	$	3,994		$	2,496		$	(0.22	)

	Six Months Ended September 30,
	2006									2007
	Pre-tax Earnings			Net Income			Diluted Earnings Per Share			Pre-tax Earnings			Net Income			Diluted Earnings Per Share
Investigations:
SEC (1)	$	—		$	—		$	—		$	1,000		$	650		$	0.02
DOJ (2)		(873	)		(567	)		(0.02	)		(488	)		(317	)		(0.01	)
Tax contingency related items (3)		—			1,500			0.06			5,396			4,407			0.15
7 ½% Senior Notes due 2017 (4)		—			—			—			(2,605	)		(1,693	)		(0.06	)
Foreign currency transaction gains (losses) (5)		(6,142	)		(3,993	)		(0.17	)		735			478			0.02
Preferred Stock (6)		291			189			(0.01	)		826			537			(0.50	)
Total	$	(6,724	)	$	(2,871	)	$	(0.14	)	$	4,864		$	4,062		$	(0.38	)

______

(1)   Represents a reversal of previously accrued 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 were 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 $5.4 million in reversal of accrual for sales tax contingency during the three and six months ended September 30, 2007 in Nigeria included in direct costs in our consolidated statements of income and a direct reduction in our provision for income taxes in our consolidated statements of income for income tax contingency items, which represents the remainder of the impact of net income and diluted earnings per share.

(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 and six months ended September 30, 2007 and 2006 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.

6

BRISTOW GROUP INC. AND SUBSIDIARIES

SELECTED OPERATING DATA

(In thousands, except flight hours and percentages)

		Three Months Ended						Six Months Ended
		September 30,						September 30,
		2006			2007			2006			2007
	(Unaudited)
Flight hours (excludes Bristow Academy and       unconsolidated affiliates):
Helicopter Services:
North America			41,148			39,623			83,757			79,894
South and Central America			9,631			10,810			18,916			22,177
Europe			10,685			11,494			20,855			22,315
West Africa			9,179			9,887			18,062			18,785
Southeast Asia			3,063			3,644			6,269			6,988
Other International			2,426			2,177			4,478			4,724
Consolidated total			76,132			77,635			152,337			154,883
Gross revenue:
Helicopter Services:
North America		$	62,504		$	62,059		$	125,872		$	122,998
South and Central America			13,137			16,951			26,149			32,987
Europe			72,706			93,459			144,687			176,816
West Africa			31,210			45,799			62,946			79,082
Southeast Asia			17,626			23,858			34,666			46,350
Other International			12,184			12,046			21,139			23,501
EH Centralized Operations			3,538			5,331			6,612			12,136
Bristow Academy			—			3,228			—			6,247
Intrasegment eliminations			(3,276	)		(3,005	)		(6,136	)		(9,240	)
Total Helicopter Services			209,629			259,726			415,935			490,877
Production Management Services			17,784			16,030			35,468			32,573
Corporate			—			—			(25	)		—
Intersegment eliminations			(3,204	)		(2,420	)		(6,107	)		(5,112	)
Consolidated total		$	224,209		$	273,336		$	445,271		$	518,338

Operating income:
Helicopter Services:
North America	$	7,107		$	10,869		$	16,340		$	21,583
South and Central America		3,624			4,573			7,594			8,258
Europe		13,527			21,895			27,623			36,470
West Africa		2,848			15,492			7,181			18,289
Southeast Asia		3,210			5,107			5,645			9,234
Other International		3,771			1,781			5,287			4,046
EH Centralized Operations		(2,584	)		(3,247	)		(4,351	)		(7,526	)
Bristow Academy		—			(391	)		—			(482	)
Total Helicopter Services		31,503			56,079			65,319			89,872
Production Management Services		1,394			870			2,807			1,959
Gain (loss) on disposal of assets		3,667			(754	)		4,665			(170	)
Corporate		(5,703	)		(5,604	)		(10,870	)		(11,196	)
Consolidated total	$	30,861		$	50,591		$	61,921		$	80,465

Operating margin:
Helicopter Services:
North America	11.4	%	17.5	%	13.0	%	17.5	%
South and Central America	27.6	%	27.0	%	29.0	%	25.0	%
Europe	18.6	%	23.4	%	19.1	%	20.6	%
West Africa	9.1	%	33.8	%	11.4	%	23.1	%
Southeast Asia	18.2	%	21.4	%	16.3	%	19.9	%
Other International	31.0	%	14.8	%	25.0	%	17.2	%
EH Centralized Operations	(73.0	)%	(60.9	)%	(65.8	)%	(62.0	)%
Bristow Academy	N/A		(12.1	)%	N/A		(7.7	)%
Total Helicopter Services	15.0	%	21.6	%	15.7	%	18.3	%
Production Management Services	7.8	%	5.4	%	7.9	%	6.0	%
Consolidated total	13.8	%	18.5	%	13.9	%	15.5	%

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EX-99.2

 Exhibit 99.2

GROWTH UPDATE

November 5, 2007

The following information is being provided by Bristow Group Inc. to give an update of the key drivers behind our growth strategy.  We plan to update this information periodically in continuation of the Company’s objective to provide more disclosure and transparency to the investment community regarding Bristow’s business, operating and financial strategies and industry dynamics.

Overall Growth Strategy and Objectives

1.   As part of our five-year growth strategy, we have financial goals to double the size of the company in terms of revenues from $674 million in FY05 to $1.5 billion in FY11 and improve return on capital employed (ROCE) to around 20%.

2.   This growth is expected to be accomplished principally through organic growth by purchasing new aircraft and then deploying them in our existing infrastructure of bases in 22 countries.  New aircraft also are expected to be deployed in all our business units through strategic entry into new countries.

3.   We may also grow through the acquisition of other helicopter service operators, which may occur by increasing our ownership interest in existing unconsolidated affiliates, making investments in countries in which we have a foothold, but not a dominant position, and expanding into new markets.

4.   We expect a substantial portion of our growth strategy to gradually take effect over the next several years, reflecting integration of new aircraft into our fleet; although seasonality, and operational and macroeconomic events may cause the results of individual quarters to vary.

5.   Development of qualified pilots and engineers is a key element of our growth strategy and the reason we formed our Global Training division and acquired Bristow Academy in April 2007.

Key Financial Performance Measures

6.   We manage our aircraft fleet using ROCE, which is computed as EBITDA (net income plus interest expense, income taxes, depreciation and amortization) divided by the sum of the fair value of our consolidated aircraft and related working capital (estimated at 10% of the aircraft value plus 30 days of revenue) plus our investment in unconsolidated affiliates.  When estimating the fair market value of our aircraft for this purpose, we use a variety of sources including previously announced aircraft sales and values published by independent valuation sources such as helivalues.com.

7.   Country specific ROCE hurdle rates have been established by applying factors related to political, economic and credit risks to our weighted average cost of capital.  These ROCE hurdle rates allow us to apply a portfolio approach to our fleet management with rates ranging from slightly below our strategic goal of 20% in our most mature and stable markets to the upper 20%’s in markets with the greatest risks.

8.   Business unit operating margins are explained in detail for historical periods in the MD&A section of our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.  In the long term, we expect improving margins in the West Africa, South and Central America, Southeast Asia and Other International business units, relatively stable margins in the North America and Europe business units, and some losses in EH Centralized Operations.

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Fleet Expansion Plans

9.   At September 30, 2007, we had 32 aircraft on order and 42 aircraft under option with remaining capital expenditures of $276 million and $608 million, respectively.  The estimated timing of delivery of these aircraft is disclosed in the attached schedules.

10.   We also periodically purchase aircraft from manufacturers for which we previously did not have an aircraft purchase option.

11.   New aircraft cost approximately $0.3 million, $2 to $4 million, $7 to $9 million and $20 to $24 million for training, small, medium and large sized aircraft, respectively.

12.   We expense aircraft maintenance costs as incurred.  Therefore, non-aircraft capital expenditures are limited to infrastructure related improvements (e.g. aircraft facilities, training centers and technology, including flight simulators) which for FY08 are expected to total approximately $50 million, but are expected to be less in future years.

Fleet Rationalization

13.   When an aircraft comes off contract with a customer, an economic evaluation is made of available alternatives, including consideration of customer needs, maintenance requirements, new and renewal contract opportunities and aircraft sales (entire aircraft or parts) opportunities.  We operate over 100 aircraft that are older than 25 years, which although well maintained, safely operated and in high demand, have been and are expected to continue to be the most likely candidates for future sales.

14.   Accordingly, over the next five years, Bristow may add close to 100 new aircraft to our consolidated fleet, but may also sell a similar number.  The expected growth in the company is through improved pricing and an increase in fleet capacity, measured in revenue and profit generating ability of the fleet due to a higher mix of large and medium sized aircraft, and not necessarily as a result of a higher fleet count.

15.   For the previous two years, we sold 22 aircraft and realized over $10 million in pre-tax gains.  In the near term, we expect to continue to be able to realize gains on aircraft sales due to the current tightness in the market for used aircraft.

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Capital Structure, Uses of Cash

16.   The capital structure as of September 30, 2007 was approximately 43% adjusted leverage (calculated as the sum of debt, aircraft leases and the U.K. unfunded pension obligation divided by book capitalization, which is the total of the previous amounts plus minority interest and stockholders’ investment).  See the attached schedule for a reconciliation of leverage, as calculated from our September 30, 2007 balance sheet, to adjusted leverage.  Our leverage is expected to decline over time as higher earnings are generated from aircraft for which we have raised capital and made progress payments, but have not yet deployed into our fleet.  We plan to maintain no more than 50% adjusted leverage.

17.   If market demand continues to support it, we expect to continue exercising aircraft purchase options, including options for aircraft which expire at the end of December 2007, and also may acquire additional aircraft purchase options in the future.

18.   Cash on hand, cash flow from operations and available borrowing capacity under the $100 million revolving credit facility are estimated to provide sufficient capital to exercise all of the current aircraft purchase options and allow us to complete several small acquisitions (each under $50 million) over the next five years without the need for additional capital.

19.   However, if the company elects to make larger acquisitions or purchase substantially more aircraft than currently available under the aircraft purchase options, then additional capital may be necessary.

Tax Rate

20.   The effective tax rate for FY08, which ends March 31, 2008, is expected to be between 33% and 34%.

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.  The Company's common stock trades on the New York Stock Exchange under the symbol BRS.

FORWARD-LOOKING STATEMENTS DISCLOSURE

Statements contained in this Growth Update 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 revenue and ROCE goals, new aircraft purchases and deployment, acquisitions, growth timing, margins, timing of aircraft delivery, capital expenditures, aircraft sales, adjusted leverage, use of proceeds from security offerings, capital needs and effective tax rate.  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 annual report on Form 10-K for the fiscal year ended March 31, 2007 and quarterly reports on Form 10-Q for the quarters ended June 30, 2007 and September 30, 2007.  The information in this update is as of its date only and is subject to change without notice.  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.

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Bristow Group - Aircraft Purchase Orders
as of September 30, 2007
	Aircraft Class	Delivery Quarter	Expected Division	Contracted
5	Training	Q3-FY2008	Global Training Division	N/A
1	Small	Q3-FY2008	Western Hemisphere	1 of 1
3	Medium	Q3-FY2008	Western Hemisphere	2 of 3
1	Medium	Q3-FY2008	Eastern Hemisphere	1 of 1
5	Large	Q3-FY2008	Eastern Hemisphere	5 of 5
1	Large	Q4-FY2008	Eastern Hemisphere	1 of 1
2	Medium	Q1-FY2009	Western Hemisphere	2 of 2
1	Large	Q1-FY2009	Western Hemisphere	1 of 1
1	Medium	Q1-FY2009	Eastern Hemisphere	0 of 1
1	Large	Q1-FY2009	Eastern Hemisphere	1 of 1
1	Large	Q2-FY2009	Eastern Hemisphere	0 of 1
1	Large	Q3-FY2009	Western Hemisphere	0 of 1
3	Medium	Q3-FY2009	Eastern Hemisphere	0 of 3
6	Large	Q3-FY2009	Eastern Hemisphere	0 of 6
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Note:  Time from delivery to first operation is in general 30 to 60 days.
	Total Contracted = 14 of 27 non-training aircraft

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Bristow Group - Aircraft Purchase Options
as of September 30, 2007
	Aircraft Class	Delivery Quarter	Expected Division
1	Large	Q4-FY2009	Eastern Hemisphere
2	Medium	Q1-FY2010	Eastern Hemisphere
3	Large	Q1-FY2010	Eastern Hemisphere
1	Medium	Q2-FY2010	Eastern Hemisphere
3	Large	Q2-FY2010	Eastern Hemisphere
4	Large	Q3-FY2010	Eastern Hemisphere
1	Medium	Q4-FY2010	Western Hemisphere
1	Medium	Q4-FY2010	Eastern Hemisphere
1	Large	Q4-FY2010	Eastern Hemisphere
2	Medium	Q1-FY2011	Western Hemisphere
1	Medium	Q1-FY-2011	Eastern Hemisphere
3	Large	Q1-FY-2011	Eastern Hemisphere
1	Medium	Q2-FY2011	Western Hemisphere
1	Medium	Q2-FY2011	Eastern Hemisphere
1	Large	Q2-FY2011	Eastern Hemisphere
1	Medium	Q3-FY2011	Western Hemisphere
1	Medium	Q3-FY2011	Eastern Hemisphere
2	Large	Q3-FY2011	Eastern Hemisphere
1	Medium	Q4-FY2011	Western Hemisphere
1	Medium	Q1-FY2012	Western Hemisphere
1	Medium	Q1-FY2012	Eastern Hemisphere
1	Medium	Q2-FY2012	Western Hemisphere
1	Medium	Q2-FY2012	Eastern Hemisphere
1	Medium	Q3-FY2012	Western Hemisphere
1	Medium	Q4-FY2012	Western Hemisphere
1	Medium	Q1-FY2013	Western Hemisphere
1	Medium	Q1-FY2013	Eastern Hemisphere
1	Medium	Q2-FY2013	Western Hemisphere
1	Medium	Q2-FY2013	Eastern Hemisphere
1	Medium	Q3-FY2013	Western Hemisphere
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	Note:  Time from delivery to first operation is in general 30 to 60 days.

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Reconciliation of Adjusted Leverage Calculation
to Leverage as Disclosed at September 30, 2007
in $ thousands
	Total		Minority		Stockholders'		Total
	Debt		Interest		Investment		Capital		Leverage
	(a)		(b)		(c)		(d) = (a) + (b) + (c)		(a) / (d)
As of September 30, 2007	$	557,335	$	5,258	$	942,322	$	1,504,915		37.0	%
Adjust for:
Unfunded Pension Liability		112,121					$	112,121
NPV of GE Lease Obligation		47,773					$	47,773
		159,894					$	159,894
Adjusted	$	717,229	$	5,258	$	942,322	$	1,664,809		43.1	%

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