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

        Date of Report (Date of earliest event reported): December 30, 2005

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

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


                   2000 W. Sam Houston Parkway South
                   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: Not Applicable

        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 1.01 Entry into a Material Definitive Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

        On January 6, 2006, Offshore Logistics, Inc. (the “Company”) issued a press release (the “Press Release”) announcing a sale and leaseback financing transaction that was completed on December 30, 2005. A copy of the Press Release, which describes certain material terms and conditions of this transaction, is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit Number
 Description of Exhibit
99.1 Press Release dated January 6, 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: January 6, 2006

OFFSHORE LOGISTICS, INC.
(Registrant)


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