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 7, 2006 (April 1, 2006)

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
(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:

     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

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURE
Form of Stock Option Agreement
Press Release - Election of Directors
Press Release - Election of Chairman

Item 1.01 Entry into a Material Definitive Agreement.

Compensation of Executive Officers. Effective April 1, 2006, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Bristow Group Inc. (the “Company”) approved an increase of the base salaries of each of the named executive officers (the “Named Executive Officers”) of the Company. Further, on June 9, 2006, the Compensation Committee approved awarding a cash bonus to each of the Named Executive Officers. The new salaries and the bonuses for the Named Executive Officers are set forth below:

Name	New Salary		Bonus
William E. Chiles	$	486,200	$	341,686
Perry L. Elders	$	365,000	$	93,552
Richard D. Burman	$	260,000	$	126,493
Michael R. Suldo	$	265,000	$	82,283
Bill D. Donaldson	$	200,000	$	103,603
Mark B. Duncan	$	260,000	$	103,353

Awards Under the 2004 Stock Incentive Plan. The Company has previously adopted the 2004 Stock Incentive Plan (the “2004 Plan”), under which a maximum of 1,000,000 shares of common stock, par value $.01 per share (“Common Stock”) of the Company, or cash equivalents of Common Stock, were provided for awards to officers and key employees. Awards granted under the 2004 Plan may be in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards or any combination thereof. On June 14, 2006, the Compensation Committee approved awards of stock options and restricted stock units to each of the Named Executive Officers under the 2004 Stock Incentive Plan. These awards of stock options and restricted stock units to the Named Executive Officers are set forth below:

Name	Stock Options		Restricted Stock Units
William E. Chiles		25,000		25,000
Perry L. Elders		12,000		12,000
Richard D. Burman		6,000		6,000
Michael R. Suldo		6,500		6,500
Bill D. Donaldson		3,400		3,500
Mark B. Duncan		6,500		6,500

Each of these stock options has a ten-year term, has an exercise price equal to the fair market value (as defined in the 2004 Plan) of the Common Stock on the grant date, and gives the Company the right to purchase all or any part of the shares of Common Stock issuable upon exercise of the options by paying to the optionee an amount, in cash or Common Stock, equal to the excess of the fair market value of our Common Stock on the effective date of such purchase over the exercise price per share. These options will vest in annual installments of one-third each beginning on the first anniversary of the grant date. For additional information regarding stock options granted under the 2004 Plan, see “Executive Compensation” in the Company’s Proxy Statement dated July 7, 2006 and “Note 9—Employee Benefit Plans” to the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2006.

Each restricted stock unit fully vests on the fifth anniversary of the date of grant if the “Cumulative Annual Shareholder Return” (as defined in the restricted stock unit agreements) exceeds an annual average of 3% for the five year period. Partial vesting occurs on the third or fourth anniversary after the date of grant if the Cumulative Annual Shareholder Return equals or exceeds 10%, with full vesting if such amount equals or exceeds 15%. For additional information regarding restricted stock units granted under the 2004 Plan, see “Note 9—Employee Benefit Plans” to the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2006.

The form of Restricted Stock Unit Award Agreement and Stock Option Agreement under the 2004 Plan are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.

Compensation of Directors. On August 3, 2006, the Board of Directors of the Company (the “Board of Directors”) approved a modification to the compensation of the Chairman of the Board of Directors to include payment of applicable meeting fees. The current compensation policy with respect to each member of the Board of Directors (each, a “Director”) is described below.

During fiscal year 2007, each Director who is not an employee of the Company (each, a “Non-employee Director”) will receive $8,250 per quarter and $1,650 for each meeting attended, including committee meetings. The Audit Committee Chairman will receive $5,500 for each committee meeting chaired. Each other committee chairman will receive $2,750 (in lieu of the $1,650 per meeting fee) for each committee meeting chaired. These amounts represent a 10% increase over comparable cash compensation paid to Directors in fiscal year 2006. The Chairman of the Board of Directors receives an annual retainer of $144,000 plus applicable meeting fees.

The 2003 Nonqualified Stock Option Plan for Non-employee Directors (the “2003 Plan”) provides for the granting to Non-employee Directors of nonqualified options to purchase Common Stock. The 2003 Plan is administered by the Compensation Committee. A total of 250,000 shares of Common Stock have been reserved for issuance upon the exercise of options under the 2003 Plan, subject to adjustment in the event of stock splits, stock dividends and similar changes in the Company’s capital stock.

As of the date of the Annual Meeting of Stockholders of the Company in each year that the 2003 Plan is in effect, each Non-employee Director who is elected or re-elected, or otherwise continues as a Director following such Annual Meeting, will be granted an option to purchase 5,000 shares of Common Stock. However, no such options will be granted to any Non-employee Director who during the preceding 12 months missed 50% or more of the meetings of the Board of Directors and committees on which he served. On August 3, 2006, the date of the 2006 Annual Meeting of Stockholders of the Company, Thomas N. Amonett, Charles F. Bolden, Jr., Peter N. Buckley, Stephen J. Cannon, Jonathan H. Cartwright, Michael A. Flick, Thomas C. Knudson, Ken C. Tamblyn and Robert W. Waldrup were each granted an option to purchase 5,000 shares of Common Stock. The option price per share for each option granted under the 2003 Plan is the fair market value of the Common Stock on the date of grant. Under the 2003 Plan, options are not exercisable until six months after the date of the grant. The form of Stock Option Agreement under the 2003 Plan is attached hereto as Exhibit 10.3, and incorporated herein by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Mr. Kenneth M. Jones and Dr. Pierre Jungels each resigned as directors of the Company effective August 2, 2006 Mr. Jones retired as a Director having reached the mandatory retirement age of 72. Dr. Jungels resigned due to increased demands from his duties for other companies. Mr. Jones served as the Chairman of the Board of the Company and the Chairman of the Executive Committee of the Board at the time of his resignation. Dr. Jungels served as a member of the Compensation and Corporate Governance and Nominating Committees of the Board at the time of his resignation. Mr. Thomas C. Knudson was elected as Chairman of the Board of the Company effective August 3, 2006.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit Number	Description of Exhibit
10.1	Incorporated by reference to Exhibit 10(2) to Current report on Form 8-K filed February 2, 2006
10.2	Incorporated by reference to Exhibit 10(3) to Current report on Form 8-K filed February 2, 2006
10.3	Form of Stock Option Agreement under 2003 Nonqualified Stock Option Plan for Non-employee Directors.
99.1	Press Release – Election of Directors
99.2	Press Release – Election of Chairman

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: August 7, 2006
	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	Incorporated by reference to Exhibit 10(2) to Current report on Form 8-K filed February 2, 2006
10.2	Incorporated by reference to Exhibit 10(3) to Current report on Form 8-K filed February 2, 2006
10.3	Form of Stock Option Agreement under 2003 Nonqualified Stock Option Plan for Non-employee Directors.
99.1	Press Release — Election of Directors
99.2	Press Release — Election of Chairman

EX-10.3

Exhibit 10.3

BRISTOW GROUP INC.
NONEMPLOYEE DIRECTOR STOCK OPTION AGREEMENT

     This Agreement made as of the ___day of ___, between Bristow Group Inc., a Delaware corporation (the “Company”) and ___(the “Director”).

     The Company and Director do hereby make and enter into this Agreement in conformity with the provisions of the Offshore Logistics, Inc. 2003 Nonqualified Stock Option Plan for Nonemployee Directors, as amended (the “Plan”), to provide the Director the opportunity to purchase shares of common stock of the Company, $.01 par value (“Common Stock”), in consideration of the mutual agreements set forth herein and in the Plan. Each capitalized term used in this Agreement and not otherwise defined herein shall have the meaning ascribed to that term in the Plan. The parties agree as follows:

     1. Grant of Option. The Company hereby irrevocably grants to the Director the right and option (the “Option”) to purchase all or any part of an aggregate of 5,000 shares of Common Stock, on the terms and subject to the conditions set forth herein and in the Plan. The Plan is incorporated herein by reference as a part of this Agreement. The Option shall not be treated as an incentive stock option within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended (the “Code”).

     2. Purchase Price. The option price per share of Common Stock subject to this Option shall be $___which is the per share “fair market value” (as that term is defined in the Plan) of the Common Stock on the Date of Grant (as that term is defined in the Plan) of the Option.

     3. Time for Exercise. Subject to the earlier expiration or termination of the Option as provided in this Agreement or in the Plan, the Option may be exercised at any time and from time-to-time after the date that is six months after the Date of Grant of the Option.

     4. Procedure for Exercise. The Option shall be exercised by written notice to the Company at its principal executive office, addressed to the attention of the Chief Executive Officer, setting forth the number of shares with respect to which the Option is to be exercised and specifying the address to which the certificates for such shares are to be mailed. Such notice shall be accompanied by cash or certified check or bank draft payable to the order of the Company in an amount equal to the option price per share multiplied by the number of shares of Common Stock as to which the Option is then being exercised or, at the election of the Director, accompanied by Common Stock held by the Director equal in value to the full amount of the option price (or any combination of cash or such Common Stock). For purposes of determining the amount, if any, of the option price satisfied by payment in Common Stock, such Common Stock shall be valued at its fair market value on the date of exercise in accordance with Section 6(b) of the Plan. Any Common Stock delivered in satisfaction of all or a portion of the option price shall be appropriately endorsed for transfer and assigned to the Company. No fraction of a share of Common Stock shall be issued by the Company upon exercise of an Option or accepted by the Company in payment of the purchase price thereof.

     5. Non-Transferable. The Option shall not be assignable or otherwise transferable by the Director, except by will or by the laws of descent and distribution, and may be exercised during the Director’s lifetime only by the Director.

     6. No Rights as Shareholder. The Director shall not have any rights as a shareholder with respect to shares covered by the Option until the date of issuance of a stock certificate representing such shares. Except as otherwise provided in Section 11 of the Plan, no adjustment for dividends, or otherwise, shall be made if the record date therefore is prior to the date of issuance of such certificate.

     7. Termination of Option. The Option shall expire or terminate in accordance with this Section 7, and as otherwise provided in this Agreement or in the Plan.

     (a) Upon the Director’s ceasing to be a Nonemployee Director (as that term is defined in the Plan) of the Company for cause, the Director’s Option shall terminate immediately. For purposes of this Section, “cause” shall mean a breach of the Director’s fiduciary duty as a director of the Company or conviction of a felony or a crime involving moral turpitude.

     (b) Upon the Director’s ceasing to be a Nonemployee Director (as that term is defined in the Plan) as a result of retirement, disability or death, or as a result of the Director’s becoming employed by the Company or a subsidiary of the Company, the Option shall terminate (i) one year from the date of retirement, disability or death or (ii) three months from the date such employment begins, whichever is applicable; provided, however, that if subdivision (ii) of this paragraph applies and the Director dies during such three-month period, the Option (or portion thereof remaining unexercised) shall terminate one year from the date of employment. Notwithstanding the foregoing, however, in no event shall the period during which the Option may be exercised extend beyond the expiration of the term of the Option.

     (c) Upon the Director’s ceasing to be a Nonemployee Director for any reason other than for cause (as hereinabove defined) or as a result of retirement, disability, death or his employment by the Company or a subsidiary, the Director shall be entitled to exercise any outstanding portion of his Option for a period of three months from the date he ceases to be a Nonemployee Director; provided, however, that should the Director die during such three-month period, such Options shall terminate one year from the date the Director ceased to be a Nonemployee Director.

     8. Compliance with Law; Purchase for Investment. No shares shall be issuable upon the exercise of the Option unless the Company shall have determined that the issuance complies with applicable law. Unless the Option and shares of Common Stock subject to the Plan have been registered under the Securities Act of 1933, as amended, no shares shall be issuable upon exercise of the Option unless the Company has determined that such registration is unnecessary and, if deemed necessary by the Company, the Director exercising the Option has represented in writing that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of any part thereof. The Company may require that any certificates of shares issued upon exercise of the Option bear a legend restricting transfer

-2-

thereof on such terms as the Company may determine, and the Company may instruct its transfer agent to “stop transfer” of any such shares on such terms as the Company deems appropriate.

     9. Government Regulations. The Plan, the grant and exercise of the Option thereunder, and the obligation of the Company to sell and deliver shares under the Option, shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Plan shall be administered and interpreted in order that the Plan, the grant and exercise of options under the Plan, including the Option, and this Agreement shall comply with the provisions of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as amended from time to time.

     10. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under the Director.

     11. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     In witness whereof, the Company has caused this Agreement to be duly executed by its officer, duly authorized, and the Director has executed this Agreement, all as of the day and year first above written.

BRISTOW GROUP INC.
By:
	William E. Chiles President, Chief Executive Officer
DIRECTOR:
(Signature)

-3-

EX-99.1

Exhibit 99.1

2000 W. Sam Houston Parkway South
Suite 1700
Houston, TX 77042
713-267-7600 Tel

PRESS RELEASE

BRISTOW GROUP INC. ANNOUNCES ELECTION OF DIRECTORS

HOUSTON—(BUSINESS WIRE)—Aug. 7, 2006—Bristow Group Inc. (NYSE:BRS), a leading provider of helicopter transportation services and production management services to the offshore energy industry, announced today that its shareholders had elected the following members to its Board of Directors: Thomas N. Amonett, Charles F. Bolden, Jr., Peter N. Buckley, Stephen J. Cannon, Jonathan H. Cartwright, William E. Chiles, Michael A. Flick, Thomas C. Knudson, Ken C. Tamblyn and Robert W. Waldrup.

The group includes one new director, Charles F. Bolden, Jr. Mr. Bolden, 59, a resident of Houston, Texas, was a space shuttle pilot astronaut for the National Aeronautics and Space Administration (NASA) for 13 years, completing four shuttle missions, commanding two. Mr. Bolden was a 1968 graduate of the U.S. Naval Academy, accepted a commission as a second lieutenant in the U.S. Marine Corps, and flew more than 100 combat missions into North and South Vietnam, Laos and Cambodia in the A-6A Intruder. After a very distinguished 30-year career, he retired from the United States Marine Corps on January 1, 2003 as a Major General. Following his retirement from military service, Mr. Bolden was the President and Chief Operating Officer of American PureTex Water Corporation and PureTex Water Works from January to April 2003. He was Senior Vice President at TechTrans International, Inc. from April 2003 to January 1, 2005. Mr. Bolden is currently Chief Executive Officer of JackandPanther LLC, a privately-held military and aerospace consulting firm. He also is a director of GenCorp Inc., Palmetto GBA and Marathon Oil Corporation. Mr. Bolden replaces Dr. Pierre H. Jungels, CBE, who retired from Bristow’s Board of Directors on August 2, 2006.

William E. Chiles, President and Chief Executive Officer said, “We are pleased with the election of this group of directors. We are excited about our new director, Charles F. Bolden, Jr., joining our board. In addition, we would like to thank Pierre Jungels for his service to our Company. Pierre’s contributions have been substantial and he will be missed.”

Bristow Group Inc. is the leading provider of helicopter transportation services to the worldwide offshore energy industry based on number of aircraft operated. Through its

subsidiaries, affiliates and joint ventures, the Company has major operations in the U.S. Gulf of Mexico and the North Sea, and operations in most of the other major offshore oil and gas producing regions of the world, including Alaska, Australia, Brazil, China, 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. The Company’s Common Stock trades on the New York Stock Exchange under the symbol BRS.

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

EX-99.2

Exhibit 99.2

2000 W. Sam Houston Parkway South
Suite 1700
Houston, TX 77042
713-267-7600 Tel

PRESS RELEASE

BRISTOW GROUP INC. ANNOUNCES RETIREMENT OF ITS CHAIRMAN OF THE BOARD AND ELECTION OF A NEW CHAIRMAN

HOUSTON—(BUSINESS WIRE)—Aug. 7, 2006—Bristow Group Inc. (NYSE: BRS) announced today the election of Mr. Thomas C. Knudson as the new chairman of the Bristow Board of Directors. Mr. Knudson replaces Mr. Kenneth M. Jones who retired as chairman and director effective Wednesday August 2, 2006.

Mr. Jones was an original founder of the Company in 1969, and has served in many capacities over the past 37 years. He has retired several times in the past, but the Company requested he rejoin the board during periods when it needed his experience and leadership. Bristow was originally founded as Offshore Logistics, Inc., a marine transportation company operating in the U.S. Gulf of Mexico, but it quickly entered the aviation world in 1971. Mr. Jones led the Company in its expansion into international markets, which has resulted in creation of the largest helicopter transportation services company to the offshore oil and gas industry in the world. Mr. Jones also was instrumental in the leading the Company into production management services to the offshore energy industry through the acquisition of Grasso Production Management in 1992.

William E. Chiles, president and chief executive officer of Bristow Group Inc. said, “We thank Ken for his strong leadership and contribution to the success of the Company over these many years. Hopefully, we can build on his accomplishments. To honor his legacy, we intend to name our new administration building at our New Iberia, Louisiana regional headquarters after him once construction is completed. We wish Ken and his family the best of luck and continued success in the future.”

Mr. Knudson was elected chairman by the other members of the board of directors. He joined the board in June 2004, and has been a member of the Compensation Committee and the Corporate Governance and Nominating Committee. Following seven years of active duty as a U.S. Naval aviator and an aerospace engineer, Mr. Knudson joined ConocoPhillips in 1975. His diverse corporate career included engineering, operations, business development, and commercial assignments across a broad spectrum of ConocoPhillips businesses, including service as the Chairman of Conoco Europe Exploration and Production. Mr. Knudson retired from ConocoPhillips on January 1, 2004 as Senior Vice President, Human Resources, Government Affairs and Communications. Mr. Knudson also is a director of NATCO Group, Inc., a leading provider of wellhead process equipment, systems and services used in the production of

oil and gas and a director of Williams Partners L.P., a provider of midstream natural gas processing and transportation services.

“We welcome Tom as our chairman and look forward to his contributions and guidance as we focus on the growth of our business worldwide,” Chiles added.

Bristow Group Inc. is the leading provider of helicopter transportation services to the worldwide offshore energy industry based on number of aircraft operated. Through its subsidiaries, affiliates and joint ventures, the Company has major operations in the U.S. Gulf of Mexico and the North Sea, and operations in most of the other major offshore oil and gas producing regions of the world, including Alaska, Australia, Brazil, China, 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. The Company’s Common Stock trades on the New York Stock Exchange under the symbol BRS.

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