UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

December 16, 2005
(Date of earliest event reported)


Offshore Logistics, Inc.
(Exact Name of Registrant as Specified in Its Charter)


Delaware
(State or Other Jurisdiction of Incorporation)


                         001-31617 72-0679819
              (Commission File Number) (IRS Employer
               Identification No.)


                   2000 W. Sam Houston Parkway South
                   Suite 1700
                   Houston, Texas 77042
                  (Address of Principal Executive Offices) (Zip Code)

(713) 267-7600
(Registrant’s Telephone Number, Including Area Code)


Not Applicable
(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):

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

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

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

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


Item 7.01. Regulation FD Disclosure.

        On December 16, 2005, Offshore Logistics, Inc. announced that its Form 10-K for fiscal year ended March 31, 2005 was filed with the U.S. Securities and Exchange Commission.

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.

Dated: December 19, 2005

OFFSHORE LOGISTICS, INC.
(Registrant)


/s/ Joseph A. Baj
——————————————
Joseph A. Baj
Vice President, Treasurer and Secretary