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 8, 2006 (August 8, 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 Pkwy. S., 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))

ITEM 2.02 Results of Operations and Financial Condition.

On August 8, 2006, Bristow Group Inc. (the “Company”) issued a press release which summarized its financial results for the three-month period ended June 30, 2006 (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 Wednesday, August 9, 2006 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 8, 2006

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 8, 2006	By:	/s/ Randall A. Stafford
		Randall A. Stafford
		Vice President and General Counsel, Corporate Secretary

EXHIBIT INDEX

Exhibit
Number	Description of Exhibit
99.1	Press Release dated August 8, 2006

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.

EX-99.1

Exhibit 99.1

News Release

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

BRISTOW GROUP INC. REPORTS FISCAL 2007 FIRST QUARTER
FINANCIAL RESULTS

HOUSTON (Aug. 8, 2006) — Bristow Group Inc. (NYSE: BRS) today reported financial results for its fiscal 2007 first quarter ended June 30, 2006.

Highlights included the following:

For the quarter ended June 30, 2006:

• Net income of $17.2 million was up 44 percent over the June quarter a year ago; earnings per diluted share of $0.73 rose 43 percent for the same three-month period last year;

• Total revenue of $221.1 million increased by 22 percent over the first quarter of fiscal year 2006, from improvements in nearly all business units;

• The earnings improvement was driven primarily by increases in higher operating income for North America, South and Central America, Europe and Eastern Hemisphere Centralized Operations;

• Earnings were also impacted by the following events:

• Foreign exchange losses of $4.8 million in the current quarter versus gains of $2.8 million in the comparable prior year period;

• A slight increase in general and administrative costs to $15.3 million versus $15.0 million during the prior fiscal year’s first quarter;

• An increase in the effective tax rate for the June 2006 quarter to 33.0 percent from 20.9 percent for the June 2005 quarter.

• The consolidated balance sheets reflect $575.7 million in stockholders’ investment, $109.6 million in cash and cash equivalents, and $261.5 million of indebtedness;

William E. Chiles, president and chief executive officer of Bristow Group Inc., said, “We had a strong June quarter as we continued to run at full capacity. Additionally, our improved infrastructure and more streamlined operations are allowing us to grow operating income at a faster rate than our top line. As the favorable market conditions continue, we see additional growth opportunities that we intend to pursue with a high degree of discipline, primarily by working jointly with our customers to fulfill their aircraft needs.”

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Bristow Group Inc.	Page 2
Reports Fiscal 2007 First Quarter Financial Results

CONFERENCE CALL
Management will conduct a conference call starting at 10:00 a.m. EDT (9:00 a.m. CDT) on Wednesday, August 9, 2006, to review financial results for the three months ended June 30, 2006. The conference call can be accessed as follows:

Via Webcast:

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

• Click on the link for “FY2007 First Quarter Conference Call”

• Webcast replay available approximately one hour after the call’s completion

Via Telephone within U.S.:

• Toll free (800) 320-2978, passcode: 88313773

• A telephone replay will be available through September 8, 2006 by dialing toll free (888) 286-8010, passcode: 47864984

Via Telephone outside the U.S.:

• Dial (617) 614-4923, passcode: 88313773

• A telephone replay will be available through September 8, 2006 by dialing (617) 801-6888, passcode: 47864984

ABOUT BRISTOW GROUP INC.
Bristow Group Inc. is a leading provider of helicopter services to the worldwide energy industry. 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, 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.

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 expected costs related to the SEC and DOJ investigations 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 quarterly report on Form 10-Q for the three months ended June 30, 2006 and the annual report on Form 10-K for the year ended March 31, 2006. 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 — Bristow Group Inc.
(713) 267-7605

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(financial tables follow)

Bristow Group Inc.	Page 3
Reports Fiscal 2007 First Quarter Financial Results

BRISTOW GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)

	Three Months Ended
	June 30,
	2006			2005
Gross revenue:
Operating revenue from non-affiliates	$	181,786		$	150,748
Operating revenue from affiliates		12,079			11,486
Reimbursable revenue from non-affiliates		26,125			17,428
Reimbursable revenue from affiliates		1,072			1,275
		221,062			180,937
Operating expense:
Direct cost		138,470			122,552
Reimbursable expense		26,898			18,662
Depreciation and amortization		10,283			10,307
General and administrative		15,349			14,963
Gain on disposal of assets		(998	)		(592	)
		190,002			165,892
Operating income		31,060			15,045
Earnings from unconsolidated affiliates, net of losses		1,559			46
Interest income		1,290			1,032
Interest expense		(3,236	)		(3,708	)
Other income (expense), net		(4,785	)		2,783
Income before provision for income taxes and minority interest		25,888			15,198
Provision for income taxes		(8,543	)		(3,176	)
Minority interest		(116	)		(50	)
Net income	$	17,229		$	11,972
Net income per common share:
Basic	$	0.74		$	0.51
Diluted	$	0.73		$	0.51
Weighted average common shares outstanding:
Basic		23,393			23,320
Diluted		23,508			23,582

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Bristow Group Inc.	Page 4
Reports Fiscal 2007 First Quarter Financial Results

BRISTOW GROUP INC. AND SUBSIDIARIES
SELECTED OPERATING DATA
(In thousands, except flight hours and percentages)
(Unaudited)

	Three Months Ended
	June 30,
	2006		2005
Flight hours (excludes unconsolidated affiliates):
Helicopter Services:
North America		40,595		35,778
South and Central America		9,285		9,516
Europe		10,170		9,731
West Africa		8,883		8,344
Southeast Asia		3,206		2,722
Other International		2,052		1,603
Consolidated total		74,191		67,694

	Three Months Ended
	June 30,
	2006			2005
Gross revenue:
Helicopter Services:
North America	$	66,800		$	52,449
South and Central America		13,237			10,037
Europe		71,393			59,179
West Africa		31,736			25,909
Southeast Asia		17,041			13,808
Other International		8,954			7,588
EH Centralized Operations		14,405			12,407
Intrasegment eliminations		(17,298	)		(15,462	)
Total Helicopter Services		206,268			165,915
Production Management Services		17,684			16,969
Corporate		(25	)		16
Intersegment eliminations		(2,865	)		(1,963	)
Consolidated total	$	221,062		$	180,937
Operating income:
Helicopter Services:
North America	$	11,095		$	9,783
South and Central America		3,622			412
Europe		9,036			6,920
West Africa		2,408			2,071
Southeast Asia		1,089			707
Other International		1,106			1,227
EH Centralized Operations		5,460			(1,286	)
Total Helicopter Services		33,816			19,834
Production Management Services		1,413			1,320
Gain on disposal of assets		998			592
Corporate		(5,167	)		(6,701	)
Consolidated total	$	31,060		$	15,045
Operating margin:
Helicopter Services:
North America		16.6	%		18.7	%
South and Central America		27.4	%		4.1	%
Europe		12.7	%		11.7	%
West Africa		7.6	%		8.0	%
Southeast Asia		6.4	%		5.1	%
Other International		12.4	%		16.2	%
EH Centralized Operations		37.9	%		-10.4	%
Total Helicopter Services		16.4	%		12.0	%
Production Management Services		8.0	%		7.8	%
Consolidated total		14.1	%		8.3	%

Bristow Group Inc.	Page 5
Reports Fiscal 2007 First Quarter Financial Results

BRISTOW GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			March 31,
	2006			2006
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	109,634		$	122,482
Accounts receivable from non-affiliates, net of allowance for doubtful accounts of $4.2 million and $4.6 million, respectively		158,096			144,521
Accounts receivable from affiliates, net of allowance for doubtful accounts of $4.6 million and $4.6 million, respectively		16,862			15,884
Inventories		155,679			147,860
Prepaid expenses and other		17,215			16,519
Total current assets		457,486			447,266
Investments in unconsolidated affiliates		40,668			39,912
Property and equipment — at cost:
Land and buildings		43,815			40,672
Aircraft and equipment		900,167			838,314
		943,982			878,986
Less: accumulated depreciation and amortization		(279,184	)		(263,072	)
		664,798			615,914
Goodwill		26,807			26,837
Prepaid pension costs		40,576			37,207
Other assets		9,459			9,277
	$	1,239,794		$	1,176,413
LIABILITIES AND STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable	$	57,330		$	49,714
Accrued wages, benefits and related taxes		44,960			45,958
Income taxes payable		10,851			6,537
Other accrued taxes		7,791			6,471
Deferred revenues		11,048			9,994
Other accrued liabilities		27,735			22,596
Deferred taxes		6,618			5,025
Short-term borrowings and current maturities of long-term debt		14,489			17,634
Total current liabilities		180,822			163,929
Long-term debt, less current maturities		247,029			247,662
Accrued pension liabilities		145,116			136,521
Other liabilities and deferred credits		17,511			18,016
Deferred taxes		69,245			68,281
Minority interest		4,349			4,307
Commitments and contingencies
Stockholders’ investment:
Common Stock, $0.01 par value, authorized 35,000,000 shares; outstanding: 23,430,097 shares as of June 30 and 23,385,473 shares as of March 31 (exclusive of 1,281,050 treasury shares)		234			234
Additional paid-in capital		161,191			158,762
Retained earnings		464,753			447,524
Accumulated other comprehensive loss		(50,456	)		(68,823	)
		575,722			537,697
	$	1,239,794		$	1,176,413

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