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): February 1, 2006

Bristow Group Inc.

(Exact name of registrant as specified in its charter)

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

2000 W. Sam Houston
Parkway South, Suite 1700
Houston, Texas
(Address of principal executive offices) 77042
(Zip Code)

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):

     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))

TABLE OF CONTENTS

Certificate of Ownership and Merger

Press Release dated February 1, 2006

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     Effective February 1, 2006, Offshore Logistics, Inc. (the “Company”) merged with one of its wholly owned subsidiaries. In conjunction with this merger, the Certificate of Incorporation of the Company was amended to change the Company’s name to Bristow Group Inc. Other than this name change, the Certificate of Incorporation of the Company remains in full force and effect. The Certificate of Ownership and Merger filed with the Delaware Secretary of State in connection with this transaction is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.

     On February 1, 2006, the Company issued a press release announcing the transaction described above. The press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit Number	Description of Exhibit
3.1	Certificate of Ownership and Merger Merging OL Sub, Inc. into Offshore Logistics, Inc., effective February 1, 2006
99.1	Press Release dated February 1, 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: February 6, 2006

BRISTOW GROUP INC. (Registrant)
By:	/s/ Joseph A. Baj
	Joseph A. Baj
	Vice President, Treasurer and Secretary

Exihibit Index

Exhibit Number	Description of Exhibit
3.1	Certificate of Ownership and Merger Merging OL Sub, Inc. into Offshore Logistics, Inc., effective February 1, 2006
99.1	Press Release dated February 1, 2006

EX-3.1

Exhibit 3.1

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

OL SUB, INC.

INTO

OFFSHORE LOGISTICS, INC.
(Pursuant to Section 253 of the Delaware General Corporation Law)

     Offshore Logistics, Inc., a corporation organized and existing under the laws of Delaware (the “Corporation”), does hereby certify that:

     FIRST: The Corporation owns all of the outstanding shares of each class of stock of OL Sub, Inc., a Delaware corporation incorporated on the 24^th day of January, 2006, pursuant to the Delaware General Corporation Law.

     SECOND: The Corporation, by the following resolutions of its Board of Directors, duly adopted at a meeting held on November 28-29, 2005, determined to and did merge into itself said OL Sub, Inc., by the adoption thereof:

RESOLVED, that Offshore Logistics, Inc. merge, and it hereby does merge, into itself, its wholly owned subsidiary, OL Sub, Inc., and assumes all of the obligations of OL Sub, Inc.; and

FURTHER RESOLVED, that the Certificate of Incorporation of Offshore Logistics, Inc. shall be amended by changing the name of Offshore Logistics, Inc. to Bristow Group Inc., but otherwise shall remain in full force and effect until further amended in accordance with the Delaware General Corporation Law; and

FURTHER RESOLVED, that the proper officers of Offshore Logistics, Inc. be, and they hereby are, directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to so merge OL Sub, Inc. and to assume its obligations and the date of adoption thereof, and to cause the same to be filed with the Secretary of State of Delaware and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be necessary or proper to effect said merger.

     THIRD: This Certificate of Ownership and Merger shall be effective at 12:01 a.m. on February 1, 2006.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership and Merger to be signed by a duly authorized officer, this                     day of January, 2006.

OFFSHORE LOGISTICS, INC.
By:
	Name: William E. Chiles
	Title: President and Chief Executive Officer

2

EX-99.1

Exhibit 99.1

PRESS RELEASE

OFFSHORE LOGISTICS, INC. ANNOUNCES CORPORATE NAME CHANGE
TO BRISTOW GROUP INC.

HOUSTON, TEXAS (February 1, 2006) - Offshore Logistics, Inc. (NYSE:OLG), a leading provider of helicopter services and production management services to the offshore energy industry, announced today that it has changed its corporate name to Bristow Group Inc. In conjunction with this corporate name change, the Company also is changing its common stock symbol on the New York Stock Exchange to “BRS” effective Monday, February 6, 2006.

The Company currently operates under the brand names of Air Logistics and Bristow Helicopters for its helicopter services and Grasso Production Management for its production management services. These brands will continue to be used in their respective markets alongside the new Bristow name and logo because of their strong customer recognition and association with a heritage of excellence in safety and service.

William E. Chiles, President and Chief Executive Officer said, “We are rebranding the Company as Bristow Group Inc. as a way of outwardly expressing the internal changes we have been making over the past year to build a more unified service organization. These changes will help us expand our global reach involving the strategic allocation of assets and capital, as well as modernize and standardize our business practices and operations worldwide. In addition, we want to ensure that best practices and the highest standards of safety, excellence and business integrity are the hallmark of our global organization.” Chiles added, “We are confident that our One Mission, One World, One Team approach will help us better serve our customers throughout the world.”

Bristow Group Inc., formerly Offshore Logistics, Inc., is a major provider of helicopter 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 U.S. 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 U.S. Gulf of Mexico. The Company’s Common Stock currently trades on the New York Stock Exchange under the symbol OLG, but will trade under the symbol BRS beginning February 6, 2006.

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. 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 From 10-K for the year ended March 31, 2005, and the Company’s reports on Form 10-Q for the quarters ended June 30, 2005, and September 30, 2005. 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.

Investor Relations Contact:
Joe Baj
Phone: (713) 267-7605
Fax: (713) 267-7620
joe.baj@bristowgroup.com