
<PAGE>
============================================================================== 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                                   FORM 10-Q

           [x]  Quarterly Report Pursuant to  Section 13 or 15(d) of
                      the Securities Exchange Act of 1934
                For the quarterly period ended December 31, 1996

           [ ]   Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                   For the transition period  _____ to  _____

                         Commission File Number 0-5232

                           OFFSHORE LOGISTICS, INC.
            (Exact name of registrant as specified in its charter)
 
                DELAWARE                              72-0679819
   (State or other jurisdiction of         (IRS Employer Identification Number)
    incorporation or organization)
 
               224 RUE DE JEAN
      P. O. BOX 5C, LAFAYETTE, LOUISIANA                       70505
   (Address of principal executive offices)                 (Zip Code)
 
Registrant's telephone number, including area code:  (318) 233-1221
 

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

          Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of  1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days.            Yes [x]     No [ ]

 
                Indicate the number of shares outstanding of each of the
issuer's classes of Common Stock, as of December 31, 1996.

               21,040,989 shares of Common Stock, $.01 par value

==============================================================================
<PAGE>
 
                   OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF INCOME
                (thousands of dollars, except per share amounts)

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED           SIX MONTHS ENDED 
                                                  DECEMBER 31,                DECEMBER 31,  
                                            -------------------------   --------------------------     
                                              1996          1995          1996          1995
                                            ------------  -----------   ------------  ------------
<S>                                         <C>           <C>            <C>           <C>
GROSS REVENUE
Operating revenue.........................  $    49,614   $    39,878   $    91,600   $    78,869
Gain (loss) on disposal of equipment......          492            66           723          (158)
                                            -----------   -----------   -----------   -----------
                                                 50,106        39,944        92,323        78,711
 
OPERATING EXPENSES
Direct cost...............................       36,789        31,608        67,006        61,480
Depreciation and amortization.............        3,137         2,184         5,572         4,337
General and administrative................        3,324         3,152         6,514         6,252
                                            -----------   -----------   -----------   -----------
                                                 43,250        36,944        79,092        72,069
                                            -----------   -----------   -----------   -----------
 
OPERATING INCOME..........................        6,856         3,000        13,231         6,642
Earnings from unconsolidated entities.....        1,019         1,109         2,274         1,734
Interest income...........................        1,246         1,050         2,348         2,051
Interest expense..........................          831           192           970           400
                                            -----------   -----------   -----------   -----------
 
INCOME BEFORE PROVISION FOR INCOME TAXES..        8,290         4,967        16,883        10,027
Provision for income taxes................        2,653         1,436         5,403         2,908
(Income) loss of minority interest........          (29)          (75)          (17)           (4)
                                            -----------   -----------   -----------   -----------
NET INCOME................................  $     5,608   $     3,456   $    11,463   $     7,115
                                            ===========   ===========   ===========   ===========
Earnings per common share and
common equivalent share...................        $0.28         $0.18         $0.57         $0.36
                                            ===========   ===========   ===========   ===========
Common shares and common
equivalent shares outstanding.............   20,174,104    19,728,422    19,969,343    19,748,084
                                            ===========   ===========   ===========   ===========
 
</TABLE>

                                       2
<PAGE>
 
                   OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                             (thousands of dollars)

 <TABLE>
<CAPTION>
                                                         DECEMBER 31,   JUNE 30,
                                                            1996          1996
                                                         ------------    -------
ASSETS
------
<S>                                                        <C>         <C>
Current Assets:
 Cash and cash equivalents...............................   $ 27,971    $ 57,072
 Investment in marketable securities.....................          -      19,967
 Accounts receivable.....................................     82,601      29,743
 Inventories.............................................     72,832      26,724
 Prepaid expenses........................................        769         694
                                                            --------    --------
      Total current assets...............................    184,173     134,200
 
Investments in unconsolidated entities...................     10,929       8,792
Property and equipment - at cost:
 Land and buildings......................................     15,927       2,977
 Aircraft and equipment..................................    505,692     135,613
                                                            --------    --------
                                                             521,619     138,590
Less: accumulated depreciation and amortization..........    (68,661)    (64,401)
                                                            --------    --------
                                                             452,958      74,189
Other assets.............................................     37,310      24,329
                                                            --------    --------
                                                            $685,370    $241,510
                                                            ========    ========
 
LIABILITIES AND STOCKHOLDERS' INVESTMENT
----------------------------------------
Current Liabilities:
 Accounts payable........................................   $ 32,207    $  4,872
 Accrued liabilities.....................................     38,111       8,542
 Current maturities of long-term debt....................     49,678       4,850
                                                            --------    --------
      Total current liabilities..........................    119,996      18,264
 
 Long-term debt, less current maturities.................    206,151         750
 Deferred credits........................................      1,244       2,487
 Deferred taxes..........................................    111,248      19,271
 Minority interest.......................................      9,819       1,055
 
Stockholders' Investment:
 Common Stock, $.01 par value, authorized
    35,000,000 shares; outstanding 20,040,989 and
    19,498,398 at December 31 and June 30,
    respectively (exclusive of 517,550 treasury shares)..        210         195
 Additional paid-in capital..............................    114,944      95,934
 Retained earnings.......................................    115,017     103,554
 Cumulative translation adjustment.......................      6,741           -
                                                            --------    --------
                                                             236,912     199,683
                                                            --------    --------
                                                            $685,370    $241,510
                                                            ========    ========
</TABLE>

                                       3
<PAGE>
 
                   OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                             (thousands of dollars)

<TABLE>
<CAPTION>
                                                                  SIX MONTHS ENDED 
                                                                    DECEMBER 31,
                                                                   1996       1995
                                                                ----------  ---------
<S>                                                             <C>         <C>
Cash flows from operating activities:
     Net income...............................................  $  11,463   $  7,115
Adjustments to reconcile net income to net cash
provided by operating activities:
     Depreciation and amortization............................      5,572      4,337
     Increase (Decrease) in deferred taxes....................       (695)       428
     Loss (Gain) on asset dispositions........................       (723)       158
     Minority interest in earnings............................         17          4
     Increase in accounts receivable..........................     (4,041)      (445)
     Increase in inventories..................................     (1,748)      (885)
     Increase in prepaid expenses and other...................     (3,241)      (681)
     Increase (Decrease) in accounts payable..................       (487)     2,137
     Increase (Decrease) in accrued liabilities...............     11,910     (2,429)
     Decrease in deferred credits.............................     (1,244)    (1,250)
                                                                ---------   --------
Net cash provided by operating activities.....................     16,783      8,489
                                                                ---------   --------
 
Cash flows from investing activities:
     Capital expenditures.....................................     (3,794)    (4,608)
     Proceeds from asset dispositions.........................      1,012        150
     Investment in marketable securities......................        ---    (11,952)
     Proceeds from sale or maturity of marketable securities..     20,001     11,988
     Cash used in Bristow transaction, net of cash received...   (153,029)       ---
                                                                ---------   --------
Net cash used in investing activities.........................   (135,810)    (4,422)
                                                                ---------   --------
 
Cash flows from financing activities:
     Proceeds from borrowings.................................     88,418        150
     Issuance of common stock.................................      1,501        447
                                                                ---------   --------
Net cash provided by financing activities.....................     89,919        597
                                                                ---------   --------
Effect of exchange rate changes in cash.......................          7         --
                                                                ---------   --------
 
Net increase (decrease) in cash...............................    (29,101)     4,664
Cash and cash equivalents at beginning of year................     57,072     47,973
                                                                ---------   --------
 
Cash and cash equivalents at end of quarter...................  $  27,971   $ 52,637
                                                                =========   ========
Supplemental disclosure of cash flow information
Cash paid during the period for:
  Interest....................................................  $   2,654   $    319
  Income taxes................................................      5,235      4,148
 
</TABLE> 

                                       4
<PAGE>
 
                   OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 31, 1996

NOTE A - BASIS OF PRESENTATION

     The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not include all
information and footnotes necessary for a fair presentation of financial
position, results of operations, and cash flows in conformity with generally
accepted accounting principles.  In the opinion of management, any adjustments
considered necessary for a fair presentation have been included.  Operating
results for the six months ended December 31, 1996, are not necessarily
indicative of the results that may be expected for the year ending June 30,
1997.  For further information, refer to the consolidated financial statements
and footnotes included in the Company's Annual Report on Form 10-K for the year
ended June 30, 1996.

NOTE B - BRISTOW HELICOPTERS

     On December 19, 1996, the Company completed its previously announced
transaction to acquire a significant economic interest in Bristow Aviation
Holdings, Ltd. ("BAHL"), a newly incorporated company in England.  BAHL was
formed to acquire all of the outstanding shares of Bristow Helicopter Group,
Ltd. ("Bristow").  Bristow has conducted helicopter operations for more than 30
years and currently operates 121 aircraft in the North Sea, Nigeria, China,
South America, Australia, Cambodia, and Brunei.

     Under the terms of the transaction, the Company will own 49% of BAHL,
(Pounds) 5.0 million of Bristow's subordinated debt and (Pounds) 91 million of
subordinated debt of BAHL. The subordinated debt of BAHL will bear interest at
an annual rate of 13.5%. In addition, the Company has entered into put/call
agreements with the other two shareholders of BAHL whereby the Company will have
the right to buy all BAHL shares held by the shareholders and who, in turn, will
have the right to sell their shares to the Company at a fixed price of (Pounds)
5.1 million, plus an additional amount equal to a 10% or 12% return depending on
which party elects to buy/sell under the agreement. Under current U.K. law,
voting control of BAHL must reside with European citizens and accordingly, the
Company would be required to find a qualified European investor or investors to
own 51% of the outstanding shares of BAHL if it bought out the original
shareholders.

     The Company financed the purchase price of $169.4 million with a
combination of $56.5 million of existing cash, $98 million of 6% convertible
subordinated notes and 1,374,389 shares of common stock.  The 6% convertible
notes ("notes") pay interest semi-annually on June 15 and December 15 and are
due December 15, 2003.  The notes are convertible 60 days after issuance, at the
option of the holder, into shares of common stock of the Company at a conversion
price of $22.86 per share.  The notes are redeemable, in whole or in part after
December 15, 1999, at the option of the Company at the following redemption
prices:

          YEAR                            REDEMPTION PRICE
          ----                            ----------------

          1999.............................    103.43%
          2000.............................    102.57%
          2001.............................    101.71%
          2002.............................    100.86%

                                       5
<PAGE>
 
          The transaction was treated as a purchase for accounting purposes.
The purchase price has been allocated to the assets and liabilities based on
estimated fair value.  The purchase price allocation is preliminary and subject
to final review.

          The operating results of BAHL have been consolidated in the Company's
statement of income since December 19, 1996. The following summarized unaudited
income statement data reflects the impact the transaction would have had on the
Company's results of operations for the six months ended December 31, 1996 and
1995 had the transaction occurred on July 1, 1995:

                                PROFORMA RESULTS FOR THE
                              SIX MONTHS ENDED DECEMBER 31,
                              -----------------------------
                    (thousands of dollars, except per share amounts)
 
                                   1996      1995
                                 --------  --------
                                    (unaudited)
 
Gross revenue..................  $211,904  $198,924
                                 ========  ========
 
Net Income.....................  $ 13,078  $  9,864
                                 ========  ========
 
Earnings per common share and
common equivalent share:
 Primary.......................  $   0.62  $   0.47
                                 ========  ========
 Fully diluted.................  $   0.59  $   0.47
                                 ========  ========

NOTE C - FOREIGN CURRENCY TRANSACTION

          The functional currency of Bristow is the British pound sterling. The
December 31, 1996 balance sheet of Bristow was translated using the period end
exchange rate. The operating results of Bristow from December 19, 1996 through
December 31, 1996 were translated using the weighted average exchange rate for
the period. There were no material foreign transaction gains or losses for the
period from December 19, 1996 through December 31, 1996.

NOTE D - NEW ACCOUNTING PRONOUNCEMENTS

          Effective July 1, 1996, the Company adopted Statement of Accounting
Standards ("SFAS") No. 121 - "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of."  The adoption had no impact on the
Company's results of operations or financial position.

          On July 1, 1996, the Company elected to continue to account for its
employee stock options in accordance with the provisions of Accounting
Principles Board Opinion 25 and, accordingly, adopted the disclosure provisions
of SFAS No. 123 - "Accounting for Stock-Based Compensation."

                                       6
<PAGE>
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


          The Company's most significant operation is supplying helicopter
transportation services to the worldwide offshore oil and gas industry.  This
area of operation was enhanced by the Company's completion of its investment in
Bristow Aviation Holdings, Ltd. ("BAHL") on December 19, 1996.  BAHL was formed
to acquire all of the outstanding shares of Bristow Helicopter Group, Ltd.
("Bristow").  Bristow is also a leading supplier of helicopter transportation
services to the worldwide offshore oil and gas industry.  With the addition of
the assets and the operations of Bristow, the Company will conduct operations in
the two largest oil and gas producing regions, the North Sea and the Gulf of
Mexico, and more than 15 other countries around the world with a fleet of 320
aircraft.  The Company, through its investment in Bristow, provides pilot and
engineering training services for both governmental agencies and private
industry, technical engineering and design services, search and rescue
operations, and repair and overhaul services.  The Company also provides
production personnel and medical support services to the worldwide oil and gas
industry and manufactures, installs and maintains cathodic protection systems to
arrest corrosion in oil and gas drilling and production facilities and other
metal structures.

          A summary of operating results for the applicable periods is as
follows:

<TABLE>
<CAPTION>

                                           THREE MONTHS ENDED      SIX MONTHS ENDED 
                                               DECEMBER 31,          DECEMBER 31,
                                           ---------------------  --------------------      
                                              1996       1995       1996       1995
                                            ---------  ---------  ---------  ---------
<S>                                         <C>        <C>        <C>        <C>
 
Gross revenue.............................   $50,106    $39,944    $92,323    $78,711
Operating expenses........................    43,250     36,944     79,092     72,069
                                             -------    -------    -------    -------
 
Operating income..........................     6,856      3,000     13,231      6,642
 
Earnings from unconsolidated entities.....     1,019      1,109      2,274      1,734
Interest income, net......................       415        858      1,378      1,651
                                             -------    -------    -------    -------
 
Income before provision for income taxes..     8,290      4,967     16,883     10,027
 
Provision for income taxes................     2,653      1,436      5,403      2,908
(Income) loss of minority interest........       (29)       (75)       (17)        (4)
                                             -------    -------    -------    -------
 
Net income................................   $ 5,608    $ 3,456    $11,463    $ 7,115
                                             =======    =======    =======    =======
</TABLE>

RESULTS OF OPERATIONS
---------------------

CONSOLIDATED
          Consolidated operating revenues for the three months ended December
31, 1996 were $49.6 million compared to $39.9 million in the prior year, a 24%
increase, and for the six months ended December 31, 1996 were $91.6 million
compared to $78.9 million in the prior year, a 16% increase.  The increase in
revenue is attributable to the completion of the Bristow transaction on December
19, 1996

                                       7
<PAGE>
 
($8.2 million) , as well as the improved activity levels in helicopter
activities. Consolidated operating expenses for the three months ended December
31, 1996 were $43.3 million compared to $36.9 million in the prior year, a 17%
increase, and for the six months ended December 31, 1996 were $79.1 million
compared to $72.1 million in the prior year, a 10% increase. The increase in
expenses is primarily related to the additional expenses of Bristow since
December 19, 1996. Operating income (excluding gains on disposal of equipment)
for the three months and six months ended December 31, 1996 were $6.4 million
and $12.5 million, respectively, representing an increase of over 100% and over
80%, respectively from the prior year. Net income for the three months and six
months ended December 31, 1996 was $5.6 million and $11.5 million, respectively,
a 60% increase over prior year net income.

HELICOPTER ACTIVITIES

          Consolidated flight hours were approximately 31,400 and 61,800 for the
three months and six months ended December 31, 1996, respectively, a 19% and 14%
increase compared to the same period in the prior year. The increase is related
to the combined effect of improved Gulf of Mexico activity and the transaction
with Bristow outlined previously, as well as increased activity of existing
international operations.

          Operating revenues from helicopter activities for the three months and
six months ended December 31, 1996 were approximately $33.8 million and $59.5
million, respectively, compared to $22.1 million and $43.8 million in the prior
year. Strong drilling activity in the Gulf of Mexico increased the demand for
the Company's larger crew change aircraft prompting an increase in helicopter
rates and resulting in significantly higher operating revenues compared to the
prior year. Operating revenues from the Gulf of Mexico activity were
approximately $21.9 million and $43.0 million for the three months and six
months ended December 31, 1996, a 17% and 16% increase over the prior year.
Operating revenues from Bristow for the period from the transaction (December
19, 1996) through December 31, 1996 were $8.2 million. Operating revenues from
existing International operations were $4.8 million and $9.6 million for the
three months and six months ended December 31, 1996, respectively, an 18% and
30% increase from the prior year. Operating revenues from Alaska operations were
$1.6 million and $4.1 million for the three months and six months ended December
31, 1996, respectively.

          Operating expenses for helicopter activities for the three months and
six months ended December 31, 1996 were approximately $27.4 million and $46.3
million, respectively, compared to $18.8 million and $35.9 million in the prior
year.  Operating expenses for the Gulf of Mexico were approximately $17.9
million and $32.4 million for the three months and six months ended December 31,
1996, a 6% increase from the prior year.  Operating expenses for Bristow for the
period from the transaction (December 19, 1996) through December 31, 1996 were
$7.5 million. Operating expenses for existing International operations were $3.3
million and $6.6 million for the three months and six months ended December 31,
1996, respectively.

          Operating income for helicopter activities (excluding gains on
disposal of equipment) for the three months and six months ended December 31,
1996 were $6.5 million and $13.2 million, respectively, compared to $3.3 million
and $7.9 million in the prior year.  The $3.2 million and $5.3 million increase
in operating income is primarily attributable to the Gulf of Mexico operations.
Operating income in the Gulf of Mexico  increased 125% and 84% for the three
months and six months ended December 31, 1996, compared to the same period in
the prior year.   Consolidated gross margins for helicopter activities were 19%
and 22% for the three months and six months ended December 31, 1996,
respectively, compared to 15% and 18% in the prior year.

                                       8
<PAGE>
 
PRODUCTION MANAGEMENT SERVICES

          Operating revenues from GPM were approximately $7.9 million for the
three months ended December 31, 1996, equal to prior year revenues, and were
$15.5 million for the six months ended December 31, 1996, a 7% decrease from the
prior year.  Operating expenses for GPM were approximately $7.4 million and
$14.6 million for the three months and six months ended December 31, 1996,
respectively, a 6% and an 11% decrease from the prior year.  Gross margins for
the three and six months ended December 31, 1996 were nearly 6%, prior year
operations were close to breakeven.  Improved gross margins were the result of
improved pricing policies and several cost containment measures.

CATHODIC PROTECTION SERVICES

          Operating revenues from CPS were approximately $8.7 million and $18.0
million for the three months and six months ended December 31, 1996,
respectively, a decrease of 20% and 13% from the comparable periods in the prior
year.  Operating expenses for CPS were approximately $8.5 million and $17.8
million for the three months and six months ended December 31, 1996,
respectively, an 18% and a 13% decrease from the prior year.  Operating income
from CPS was $0.1 million and $0.2 million for the three months and six months
ended December 31, 1996.

LIQUIDITY AND CAPITAL RESOURCES

          Cash, cash equivalents, and marketable securities were $28.0 million
and $77.0 million as of December 31, 1996 and June 30, 1996, respectively. The
Company used existing cash of $56.5 million together with the proceeds from
issuing $98.0 million of 6% convertible subordinated debt to finance the Bristow
transaction. Total debt was $255.8 million as of December 31, 1996, including
$98.0 million of subordinated notes, (Pounds) 88.9 million of acquired Bristow
debt ($152 million at December 31, 1996) with recourse to Bristow only, and $5.6
million related to CPS with recourse to CPS only. The convertible subordinated
notes require semi-annual interest payments with principal due on December 15,
2003. The notes are convertible at the option of the holder and can be redeemed
by the Company after December 15, 1999. The acquired Bristow debt has scheduled
repayments through 2001 in British pounds sterling with (Pounds) 26.1 million
repayable over the next 12 months. Certain portions of the debt can be repaid or
acquired by the Company prior to maturity or on November 7, 1997, with no
repayment penalty.

          As of December 31, 1996, the Company had $10 million of credit
available under an unsecured working capital line of credit from a bank.
Management believes that normal operations will provide sufficient working
capital and cash flow to meet debt service for the foreseeable future.

          The effective income tax rates were 32% and 29% for the six months
ended December 31, 1996 and 1995, and is based on the Company's projected
effective tax rate for the fiscal year then ended.  The increase in the
projected tax rate for fiscal 1997 is primarily the result of higher projected
domestic income for the year.

          The Company has received notices  from the United States Environmental
Protection Agency that it is one of approximately 160 potentially responsible
parties ("PRP") at one Superfund site in Texas, one of over 300 PRPs at two
sites in Louisiana, and a PRP at one site in Rhode Island.  The Company
believes, based on presently available information, that its potential liability
for clean up and other response costs in connection with these sites is not
likely to have a material adverse effect on the Company's business or financial
condition.

                                       9
<PAGE>
 
FORWARD LOOKING STATEMENTS

          The Company cannot predict the future prices of crude oil or natural
gas nor the future level of drilling activity.  However, if current drilling
activity levels continue in the Gulf of Mexico, management is optimistic that
the high demand for the Company's helicopter activities will continue. In
addition, management is optimistic about the increase in the Company's worldwide
helicopter operations through its investment in Bristow.

          There are statements contained herein that are forward-looking and are
based on factors including, among other things, the prices of crude oil and
natural gas, the level of offshore drilling activity, and the worldwide oil and
gas market, which could cause actual results to differ materially from such
expectations.

                                       10
<PAGE>
 
                                    PART II

Item 2.  Changes in Securities.
------   ---------------------

         On December 17, 1996, the Registrant sold $80,000,000 in aggregate 
principal amount of its 6% Convertible Subordinated Notes Due 2003 (the "Notes")
to Jefferies & Company, Inc., Simmons & Company International, and Johnson Rice 
& Company L.L.C. (the "Initial Purchasers") at an aggregate offering price of 
$80,000,000. The aggregate underwriting discounts were $1,840,000. On December 
27, 1996, the Registrant sold $10,500,000 in aggregate principal amount of the 
Notes to the Initial Purchasers at an aggregate offering price of $10,500,000 
pursuant to the exercise by such purchasers of an over-allotment option. The 
aggregate underwriting discounts were $241,500.

         The Notes were resold by the Initial Purchasers to persons believed by 
them to be "qualified institutional buyers" as defined in Rule 144A under the 
Securities Act of 1933 (the "Act"). The sale of the Notes to the Initial 
Purchasers was exempt from registration pursuant to the provisions of Section 
4(2) of the Act and the resales by the Initial Purchasers were exempt pursuant 
to Rule 144A under the Act.

         The Notes are convertible at any time on or after February 25, 1997 and
prior to maturity at a conversion price of $22.86 per share, subject to 
adjustment in certain events.

Item 6.  Exhibits and Reports on Form 8-K
------   --------------------------------

(a)      Listed below are the documents filed as exhibits to this report:

         Exhibit
         -------

             4.    Instruments defining the rights of security holders,
                   including indentures

                   (1)  Indenture dated as of December 15, 1996, between Fleet
                        National Bank and the Company

                   (2)  Registration Rights Agreement dated December 17, 1996,
                        between the Company and Jefferies & Company, Inc.,
                        Simmons & Company International, and Johnson Rice &
                        Company L.L.C.

                   (3)  Registration Rights Agreement dated December 19, 1996,
                        between the Company and Caledonia Industrial and
                        Services Limited

             11.   Computation of earnings per share

             27.   Financial data schedule
 
(b)      Reports on Form 8-K

         On January 3, 1997, the Company filed a Form 8-K dated December 19,
         1996. Information reported was under Item 2 - Acquisition or
         Disposition of Assets and Item 9 - Sales of Equity Securities Pursuant
         to Regulation S.

                                       11
<PAGE>
 
                                   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 thereunto duly authorized.


                                        OFFSHORE LOGISTICS, INC.



                                        BY: /s/ James B. Clement
                                           -----------------------------
                                           JAMES B. CLEMENT
                                           Chairman of the Board, President,
                                           and Chief Executive Officer,
 
                                        DATE:   February  14, 1997



 
 


                                        BY: /s/ George M. Small
                                           -----------------------------      
                                           GEORGE M. SMALL
                                           Vice President and Chief Financial
                                           Officer

                                        DATE: February 14, 1997

                                       12
