As filed with the Securities and Exchange Commission on February 3, 2006.

Registration No. 333-121207

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Post-Effective Amendment No. 1 to
FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________

BRISTOW GROUP INC.

(Exact name of registrant as specified in its charter)

DELAWARE (State of other jurisdiction of Incorporation or Organization)		72-0679819 (I.R.S. Employer Identification No.)

2000 W. SAM HOUSTON PARKWAY SOUTH
SUITE 1700
HOUSTON, TEXAS 77042
(Address, including zip code, of registrant’s principal executive offices)

OFFSHORE LOGISTICS, INC.
2004 STOCK INCENTIVE PLAN
(Full title of the plan)

William E. Chiles
President and Chief Executive Officer
Bristow Group Inc.
2000 W. Sam Houston Parkway South
Suite 1700
Houston, Texas 77042
(713) 267-7600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

With a Copy to:
Paul M. Haygood
Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P.
201 St. Charles Avenue, 46^th Floor
New Orleans, Louisiana 70170
(504) 586-5252

 

 

EXPLANATORY NOTE

     On December 13, 2004, Offshore Logistics, Inc. registered 1,000,000 shares of its Common Stock, $.01 par value, on a Form S-8 Registration Statement with the Securities and Exchange Commission, Registration Number 333-121207 (the “Registration Statement”), pursuant to the Offshore Logistics, Inc. 2004 Stock Incentive Plan. On February 1, 2006, Offshore Logistics, Inc. changed its name to Bristow Group Inc. (the “Registrant”). This Post-Effective Amendment No. 1 to the Registration Statement is filed solely to add Exhibit 10.3, which was not previously filed with the Registration Statement. All items have been omitted herefrom other than the facing page, the addition to Item 8, the signature page and the addition to the exhibit index.

Item 8. Exhibits.

     The following exhibit is filed as part of this registration statement:

Exhibit No.		Description of Exhibit
10.3		Form of Restricted Stock Agreement, (filed as Exhibit 10.3 to the Form 8-K/A, filed on February 3, 2006) and incorporated herein by reference.

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Houston, Texas on February 3, 2006.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ William E. Chiles   William E. Chiles		President, Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer) and Director		February 3, 2006
/s/ Elizabeth D. Brumley   Elizabeth D. Brumley		Controller and Chief Accounting Officer (Principal Accounting Officer)		February 3, 2006
/s/ *   Kenneth M. Jones		Chairman of the Board		February 3, 2006
/s/ *   Stephen J. Cannon		Director		February 3, 2006
/s/ *   Jonathan H. Cartwright		Director		February 3, 2006
/s/ *   Thomas C. Knudson		Director		February 3, 2006
/s/ *   Pierre H. Jungels		Director		February 3, 2006
/s/ *   Ken C. Tamblyn		Director		February 3, 2006
/s/ *   Robert W. Waldrup		Director		February 3, 2006

*By:	/s/ William E. Chiles
		William E. Chiles
	Attorney-In-Fact

INDEX TO EXHIBITS

Exhibit No.		Description of Exhibit
10.3		Form of Restricted Stock Agreement, (filed as Exhibit 10.3 to the Registrant’s Form 8-K/A, filed on February 3, 2006) and incorporated herein by reference.