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): April 28, 2004

Offshore Logistics, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number 001-31617

                         Delaware 72-0679819
              (State or other jurisdiction of (IRS Employer
              incorporation or organization) Identification Number)


                   224 Rue de Jean
                   Lafayette, Louisiana 70508
                  (Address of principal executive offices) (Zip Code)

        Registrant’s telephone number, including area code: (337) 233-1221


Not applicable

        (Former name, former address and former fiscal year, if changed since last report)


Item 7. FINANCIAL STATEMENTS AND EXHIBITS

(c)     Exhibits.

Exhibit Number
Description of Exhibit
99.1 Press Release dated April 28, 2004

Item 9. REGULATION FD DISCLOSURE

On April 28, 2004, Offshore Logistics, Inc. (the “Registrant”) issued a press release announcing the retirement of its Chief Executive Officer and President, George M. Small. The information regarding this press release is being furnished to the SEC pursuant to Item 7 of Form 8-K.

Limitation on Incorporation by Reference

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 9 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 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth in this Item 9 shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed soley to satisfy the requirements of Regulation FD.


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: April 28, 2004

OFFSHORE LOGISTICS, INC.
(Registrant)


/s/ H. Eddy Dupuis
——————————————
H. Eddy Dupuis
Chief Financial Officer