


                     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 September 30, 1997

         [ ]  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
              incorporation or organization)        Identification Number)

                  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 shares outstanding of each of the
         issuer's classes of Common Stock, as of September 30, 1997.

               21,648,133 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                                 
                                    September 30,             September 30,                              
                                 ------------------         -----------------
                                  1997         1996         1997         1996                    
                                  ----         ----         ----         ----
<S>                          <C>          <C>          <C>          <C>        
GROSS REVENUE                                                           
Operating revenue. . . . . . $   107,581  $    32,639  $   207,792  $    63,131                      
Gain (loss) on disposal 
 of equipment. . . . . . . .         (16)         233         (246)        (110)
                             -----------  -----------  -----------  -----------
                                 107,565       32,872      207,546       63,021 
OPERATING EXPENSES                                                        
Direct cost. . . . . . . . .      77,989       21,936      150,444       43,997 
Depreciation and amortization      8,050        2,246       16,079        4,494 
General and administrative .       6,784        2,525       13,326        4,773 
                             -----------  -----------  -----------  -----------
                                  92,823       26,707      179,849       53,264 
                             -----------  -----------  -----------  -----------

OPERATING INCOME . . . . . .      14,742        6,165       27,697        9,757 
Earnings from unconsolidated 
 entities. . . . . . . . . .       1,716        1,255        2,717        2,356 
Interest income. . . . . . .         734        1,099        1,612        2,133 
Interest expense . . . . . .       5,457           17       10,527           82 
                             -----------  -----------  -----------  -----------   
INCOME FROM CONTINUING 
OPERATIONS BEFORE PROVISION 
FOR INCOME TAXES . . . . . .      11,735        8,502       21,499       14,164 
Provision for income taxes .       3,520        2,721        6,449        4,350 
Minority interest. . . . . .        (256)          --         (498)          -- 
                             -----------  -----------  -----------  -----------
INCOME FROM CONTINUING 
OPERATIONS . . . . . . . . .       7,959        5,781       14,552        9,814

Discontinued operations:
  Income (Loss) from CPS 
  operations . . . . . . . .        (215)          74         (230)          91
  Gain on sale of CPS. . . .         384           --          384           --
                             -----------  -----------  -----------  -----------
                                     169           74          154           91
                             -----------  -----------  -----------  -----------
NET INCOME . . . . . . . . . $     8,128  $     5,855  $    14,706  $     9,905
                             ===========  ===========  ===========  ===========
PRIMARY:
Income per common share:
  Continuing operations. . . $      0.37  $      0.30  $      0.67  $      0.50
  Discontinued operations. .          --           --         0.01           --
                             -----------  -----------  -----------  -----------
Net income per common share 
and common equivalent share. $      0.37  $      0.30  $      0.68  $      0.50 
                             ===========  ===========  ===========  ===========
Common shares and common 
equivalent shares 
outstanding. . . . . . . . .  21,711,224   19,764,582   21,623,869   19,792,620
                             ===========  ===========  ===========  ===========
FULLY DILUTED:
Income per common share:
  Continuing operations. . . $      0.35  $      0.30  $      0.64  $      0.50
  Discontinued operations. .          --           --         0.01           --
                             -----------  -----------  -----------  -----------
Net income per common share 
and common equivalent share. $      0.35  $      0.30  $      0.65  $      0.50
                             ===========  ===========  ===========  ===========
Common shares and common 
equivalent shares 
outstanding. . . . . . . . .  25,997,744   19,764,582   25,925,667   19,792,620
                             ===========  ===========  ===========  ===========
</TABLE>
<PAGE>
                  OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEET
                          (thousands of dollars)

<TABLE>
<CAPTION>
                                                                           
                                                       September 30, March 31,
                                                           1997         1997                   
                                                       ------------  ---------
ASSETS                                                 
<S>                                                    <C>          <C>            
Current Assets:                                                            
   Cash and cash equivalents . . . . . . . . . . . . . $    32,962  $    29,829 
   Accounts receivable . . . . . . . . . . . . . . . .      89,498       88,268 
   Inventories . . . . . . . . . . . . . . . . . . . .      72,308       70,827 
   Net assets of discontinued operations . . . . . . .          --        6,686
   Prepaid expenses. . . . . . . . . . . . . . . . . .       1,305          887
                                                       -----------  -----------    
        Total current assets . . . . . . . . . . . . .     196,073      196,497 

Investments in unconsolidated entities . . . . . . . .      11,099        9,250 
Property and equipment - at cost:                                          
   Land and buildings. . . . . . . . . . . . . . . . .      12,742       13,175 
   Aircraft and equipment. . . . . . . . . . . . . . .     531,496      497,672 
                                                       -----------  -----------                           
                                                           544,238      510,847 
Less: accumulated depreciation and amortization. . . .     (83,846)     (74,465)
                                                       -----------  -----------                           
                                                           460,392      436,382 
Other assets, primarily goodwill . . . . . . . . . . .      31,173       32,084 
                                                       -----------  -----------                    
                                                       $   698,737  $   674,213 
                                                       ===========  ===========                    
LIABILITIES AND STOCKHOLDERS' INVESTMENT                                         

Current Liabilities:                                                       
   Accounts payable. . . . . . . . . . . . . . . . . . $    34,905  $    31,166 
   Accrued liabilities . . . . . . . . . . . . . . . .      41,386       38,592 
   Deferred taxes. . . . . . . . . . . . . . . . . . .      17,697       17,968
   Current maturities of long-term debt. . . . . . . .      43,202       51,240
                                                       -----------  ----------- 
        Total current liabilities. . . . . . . . . . .     137,190      138,966 
   
   Long-term debt, less current maturities . . . . . .     207,007      199,631 
   Deferred credits. . . . . . . . . . . . . . . . . .       1,781          622 
   Deferred taxes. . . . . . . . . . . . . . . . . . .      91,521       91,445 
   Minority interest . . . . . . . . . . . . . . . . .       9,013        8,643 

Stockholders' Investment:                                                  
   Common Stock, $.01 par value, authorized 35,000,000
     shares; outstanding 21,648,133 and 21,081,133 at 
     September 30 and March 31, respectively (exclusive 
     of 517,550 treasury shares) . . . . . . . . . . .         216          211 
   Additional paid-in capital. . . . . . . . . . . . .     120,731      115,346 
   Retained earnings . . . . . . . . . . . . . . . . .     135,492      120,786
   Cumulative translation adjustment . . . . . . . . .      (4,214)      (1,437) 
                                                       -----------  -----------                         
                                                           252,225      234,906 
                                                       -----------  -----------                    
                                                       $   698,737  $   674,213 
                                                       ===========  ===========    
</TABLE>
<PAGE>

                   OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                           (thousands of dollars)
                                                                               
<TABLE>
<CAPTION>
                                                           Six Months Ended
                                                             September 30,  
                                                           -----------------                         
                                                           1997         1996
                                                           ----         ----
<S>                                                    <C>          <C>
Cash flows from operating activities:                                     
     Net income. . . . . . . . . . . . . . . . . . . . $    14,706  $     9,905 
Adjustments to reconcile net income to net cash                            
provided by operating activities:                                          
     Depreciation and amortization . . . . . . . . . .      16,079        4,854 
     Increase in deferred taxes. . . . . . . . . . . .       3,506        1,780 
     (Gain) loss on asset dispositions . . . . . . . .         246          148 
     Equity in earnings from unconsolidated entities
       over dividends received . . . . . . . . . . . .      (1,573)          --
     Minority interest in earnings . . . . . . . . . .         498          (30)
     Discontinued operations . . . . . . . . . . . . .         230          (91)
     Increase in accounts receivable . . . . . . . . .      (1,267)      (1,378) 
     Increase in inventories . . . . . . . . . . . . .      (1,913)        (153)
     (Increase) Decrease in prepaid expenses and other        (943)         787
     Increase (Decrease) in accounts payable . . . . .       2,017       (2,809) 
     Increase in accrued liabilities . . . . . . . . .       1,369          719
     Increase in deferred credits. . . . . . . . . . .       1,159        1,240
                                                       -----------  -----------     
Net cash provided by operating activities. . . . . . .      34,114       14,972 
                                                       -----------  -----------                    
Cash flows from investing activities:                                      
Capital expenditures . . . . . . . . . . . . . . . . .     (44,977)      (1,887)
Proceeds from asset dispositions . . . . . . . . . . .       2,606          352
Proceeds from CPS disposal . . . . . . . . . . . . . .       5,700           --
Proceeds from maturity of marketable securities. . . .          --        4,000
Acquisitions, net of cash received . . . . . . . . . .        (353)          --
                                                       -----------  -----------
Net cash provided by (used in) investing activities. .     (37,024)       2,465
                                                       -----------  -----------                    
Cash flows from financing activities:                                      
     Proceeds from borrowings. . . . . . . . . . . . .      27,401           -- 
     Repayment of debt . . . . . . . . . . . . . . . .     (27,145)      (2,000)
     Issuance of common stock. . . . . . . . . . . . .       5,391           87 
                                                       -----------  -----------
Net cash provided by (used in) financing activities. .       5,647       (1,913) 
                                                       -----------  -----------                      
Effect of exchange rate changes in cash. . . . . . . .         396           --
Net increase in cash and cash equivalents. . . . . . .       3,133       15,524 
Cash and cash equivalents at beginning of period . . .      29,829       53,273 
                                                       -----------  -----------                    
Cash and cash equivalents at end of quarter. . . . . . $    32,962  $    68,797 
                                                       ===========  ===========                    
Supplemental disclosure of cash flow information                           
Cash paid during the period for:                                           
     Interest. . . . . . . . . . . . . . . . . . . . . $     9,731  $       307 
     Income taxes. . . . . . . . . . . . . . . . . . .         819        1,553 
</TABLE>
<PAGE>

       OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  September 30, 1997

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 September 30, 1997, are not necessarily indicative
of the results that may be expected for the year ending March
31, 1998.  For further information, refer to the consolidated
financial statements and footnotes included in the Company's
Annual Report on Form 10-K for the nine month period ended
March 31, 1997.

NOTE B - Investment in Bristow

         On December 19, 1996, OLOG acquired 49% of the
common stock and a significant amount of Bristow Aviation
Holdings, Ltd. ("Bristow") subordinated debt as detailed below. 
Bristow is incorporated in England and holds all of the
outstanding shares in Bristow Helicopter Group Limited
("BHGL").  Bristow provides helicopter services to the North
Sea oil and gas industry.  Services consist of short and long
range crew change flights, offshore-based and inter-platform
shuttle operations, and search and rescue missions.  Bristow also
operates aircraft in Australia, Brunei, Cambodia, China, 
Nigeria, South America and Vietnam among others.

         The investment was accounted for by the purchase
method of accounting under Accounting Principals Board
Opinion No. 16, as amended, and accordingly, the results of
operations of Bristow for the six months ended September 30,
1997 are included in the accompanying consolidated financial
statements.  The total consideration has been allocated to
Bristow's assets and liabilities based on the estimated fair
market value as of December 19, 1996.   The purchase price
allocation is based on preliminary estimates of fair value and
may be revised at a later date.

         The following unaudited pro forma financial information
for the Company gives effect to the Bristow investment as if it
had occurred on April 1, 1996.  These pro forma results have
been prepared for comparative purposes only and do not purport
to be indicative of the results of operations which actually
would have resulted had the acquisitions occurred on the date
indicated, or which may result in the future.  The pro forma
results follow (in thousands, except per share data):

<TABLE>
<CAPTION>                                                  
                                             Six Months Ended
                                            September 30, 1996
                                            ------------------                 
                                                (unaudited)
                                                                             
<S>                                             <C>
Gross revenue . . . . . . . . . . . . . . . . . $  187,505
                                                ==========
Income from continuing operations . . . . . . . $   11,708
                                                ==========
Earnings per common share and common equivalent
share
         Income from continuing operations:
         Primary. . . . . . . . . . . . . . . . $     0.55
                                                ==========
         Fully diluted. . . . . . . . . . . . . $     0.55   
                                                ========== 
</TABLE>
<PAGE>

NOTE C - Discontinued Operations

         On July 16, 1997, the Company finalized the sale of its
investment in Cathodic Protection Services to Corrpro
Companies, Inc.  As a result of the sale, the consolidated
financial statements of the Company have been adjusted and
restated to reflect the results of operations and net assets of CPS
as a discontinued operation in accordance with generally
accepted accounting principles.  

NOTE D - Commitments and Contingencies

         On August 6, 1997, the domestic pilots at Air Logistics
("Air Log") voted to become members of the Office and
Professional Employees International Union ("OPEIU").  The
Company expects to enter into good faith negotiations with the
pilots' representative for collective bargaining purposes.  During
the six months ended September 30, 1997, $56.3 million of
operating revenues were from Air Log's domestic operations. 
On September 4, 1997, the pilots at Air Log's principal
competitor rejected to be represented by OPEIU.  The OPEIU
has filed objections with the National Mediation Board seeking
a new election at Air Log's competitor.

<PAGE>


         MANAGEMENT'S DISCUSSION AND ANALYSIS OF
      FINANCIAL CONDITION AND RESULTS OF OPERATIONS


         The Company, through its Air Logistics division ("Air
Log") and with its investment in Bristow Aviation Holdings
Limited ("Bristow"), is a major supplier of helicopter
transportation services to the worldwide offshore oil and gas
industry.  The Company also provides production personnel and
medical support services to the worldwide oil and gas industry.

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

<TABLE>
<CAPTION>
                           Three Months Ended       Six Months Ended                   
                              September 30,           September 30,                    
                           ------------------       ----------------
                            1997        1996        1997        1996
                            ----        ----        ----        ----
<S>                      <C>         <C>         <C>         <C>
Gross revenue. . . . . . $ 107,565   $  32,872   $ 207,546   $  63,021
Operating expenses . . .    92,823      26,707     179,849      53,264 
                         ---------   ---------   ---------   ---------                                        
Operating income . . . .    14,742       6,165      27,697       9,757 

Earnings from unconsoli-
 dated entities. . . . .     1,716       1,255       2,717       2,356 
Interest income 
 (expense), net. . . . .    (4,723)      1,082      (8,915)      2,051 
                         ---------   ---------   ---------   ---------   
                                      
Income before provision 
 for income taxes. . . .    11,735       8,502      21,499      14,164 
                                                                 
Provision for income 
 taxes . . . . . . . . .     3,520       2,721       6,449       4,350 
Minority interest. . . .      (256)         --        (498)         --
Discontinued operations.       169          74         154          91
                         ---------   ---------   ---------   ---------
                                        
Net income . . . . . . . $   8,128   $   5,855   $  14,706   $   9,905
                         =========   =========   =========   =========
</TABLE>

Results of Operations

Helicopter Activities

         Air Log and Bristow conduct helicopter activities
principally in the Gulf of Mexico and the North Sea,
respectively, where they provide support to the production,
exploration and construction activities of oil and gas companies. 
Air Log also charters helicopters to governmental entities
involved in regulating offshore oil and gas operations in the
Gulf of Mexico.  Bristow also provides search and rescue work
for the British Coast Guard.  Air Log's Alaskan activity is
primarily related to providing helicopter services to the Alyeska
Pipeline.  Air Log has service agreements with, and equity
interests in, entities that operate aircraft in Egypt and Mexico
("unconsolidated entities").  Air Log and Bristow also operate
in various other international areas (including Australia, Bolivia,
Brazil, Brunei, China, Colombia, the Falklands, Mexico, Nigeria
and Trinidad).  These international operations are subject to
local governmental regulations and to uncertainties of economic
and political conditions in those areas.
  
<PAGE>

The following table sets forth certain operating data related to
helicopter activities.
                                                                             
                                                                             
<TABLE>
<CAPTION>                                         
                       Three Months Ended    Six Months Ended   Three Months    
                         September 30,         September 30,        Ended
                       ------------------    ----------------      June 30,                        
                         1997      1996       1997       1996       1997
                         ----      ----       ----       ----       ----
                               (in thousands except flight hours)   
<S>                   <C>        <C>        <C>        <C>        <C> 
Flight hours (excludes 
 unconsolidated 
 entities):
  Air Log . . . . . .   37,812     30,455     73,589     59,554     35,777 
  Bristow . . . . . .   24,880         --     48,461         --     23,581
                      --------   --------   --------   --------   --------
    Total Helicopter 
      Activities        62,692     30,455    122,050     59,554     59,358     
                      ========   ========   ========   ========   ========
Operating revenues:
  Air Log . . . . . . $ 31,857   $ 25,709   $ 61,710   $ 49,685   $ 29,853
  Bristow . . . . . .   65,513         --    127,024         --     61,511
  Eliminations. . . .     (152)        --       (294)        --       (142)
                      --------   --------   --------   --------   --------    
    Total Helicopter 
      Activities. . . $ 97,218   $ 25,709   $188,440   $ 49,685   $ 91,222      
                      ========   ========   ========   ========   ========
Operating income, 
 excluding gain or  
 loss on disposal of
 equipment:
  Air Log . . . . . . $  7,711   $  6,748   $ 16,199   $ 11,675   $  8,488
  Bristow . . . . . .    6,625         --     12,015         --      5,390   
                      --------   --------   --------   --------   --------
    Total Helicopter 
      Activities. . . $ 14,336   $  6,748   $ 28,214   $ 11,675   $ 13,878
                      ========   ========   ========   ========   ========

Gross margin, exclud-
 ing gain or loss on 
 disposal of 
 equipment:
  Air Log . . . . . .     24.2%      26.2%      26.3%     23.5%      28.4%
  Bristow . . . . . .     10.1%        --%       9.5%       --%       8.8%
    Total Helicopter 
      Activities. . .     14.7%      26.2%      15.0%     23.5%      15.2% 
</TABLE>

         The results of operations in the Gulf of Mexico for the
second quarter of fiscal 1998 reflect the strong levels of activity
in that area.  The increase in flight operations in the Gulf of
Mexico resulted in an increase in operating revenues and
corresponding operating expenses.  Gulf of Mexico flight hours
for the three months and six months ended September 30, 1997
were 30,068 and 59,161 and operating revenues were $26.4
million and $51.5 million, respectively.  The increase in flight
hours and operating revenues from the prior year was over 25%
for the periods presented.  Operating income for the three
months and six months ended September 30, 1997 was $5.1
million and $11.2 million, respectively, an 18% and 50%
increase from the prior year.  Additional rate increases to
become effective during the third and fourth quarter of fiscal
1998, as well as new aircraft delivered during the third quarter
of fiscal 1998 should have a positive impact on future earnings
related to Gulf of Mexico operations.

<PAGE>

         Bristow's flight hours for the three months and six
months ended September 30, 1997 were 24,880 and 48,461,
respectively. Operating revenues for the three months and six
months ended September 30, 1997 were $65.5 million and
$127.0 million, respectively.  During the quarter ended
September 30, 1997, the worldwide fleet of Eurocopter 332L
Super Pumas was grounded for approximately ten days pending
an investigation by the Norwegian Civil Aviation Authority and
Eurocopter of an accident in a competitor's operation.
Bristow's fleet includes 29 Super Pumas.  The impact on
operating margins from the grounding of  the Super Puma fleet
was estimated at $0.4  million.  Operating income attributable
to Bristow was $6.6 million and $12.0 million for the three
months and six months ended September 30, 1997.

         International operating revenues from Air Log for the
three months and six months ended September 30, 1997 were
$5.3 million and $10.3 million, respectively.  International
operating income from Air Log for the three months and six
months ended September 30, 1997 were $1.7 million and $3.3
million, a 14% and 21% increase from the prior year.

Production Management Services

         Demand for GPM's services remains strong and the
Company continues to show improved results due to increased
activity in the Gulf of Mexico.  Operating revenues for GPM
were $11.4 million and $21.4 million for the three months and
six months ended September 30, 1997, an increase of over 40%
from the prior year.  Operating expenses for GPM were $10.5
million and $19.7 million for the three months and six months
ended September 30, 1997.  GPM operating income was $0.9
million and $1.6 million for the three months and six months
ended September 30, 1997, compared to $0.4 million and $0.4
million for the same periods in the prior year.

Liquidity and Capital Resources

         Cash and cash equivalents were $33.0 million as of
September 30, 1997, a $3.1 million increase from March 31,
1997.  Working capital as of September 30, 1997 was $58.9
million, a $1.4 million increase from March 31, 1997. In May
1997, the Company acquired five aircraft (including four Super
Pumas which had previously been leased by Bristow under
short-term operating leases) for $32.3 million.  The Company
used existing cash and incurred an additional $20.0 million of
7.9% fixed rate financing, that amortizes over five years, to
complete this transaction.  Total debt was $250.2 million as of 
September 30, 1997.
   
         As of September 30, 1997, Bristow had a (Pounds) 15 million
($24.2 million) revolving credit facility with a syndicate of
United Kingdom banks that matures on June 30, 1999.  Bristow
had no funds drawn under this facility as of September 30,
1997.
   
         The Company is planning to refinance approximately
(Pounds) 70.0 million ($113.0 million) of Bristow's debt in two
traunches.  Approximately 30% of the refinanced debt will
amortize over four years.  The remaining 70% will be repaid
after seven years in four annual installments.  The effective rate
on this debt is expected to be reduced from approximately 9.5%
to a fixed rate of 8%.
   
         As of September  30, 1997, OLOG had a $20 million
unsecured working capital line of credit with a bank that expires
on January 31, 1998.  Management believes that normal
operations, as well as the expected refinancing, will provide
sufficient working capital and cash flow to meet debt service in
the foreseeable future.

<PAGE>
         Effective income tax rates for interim periods are based
on the Company's projected effective tax rate for the fiscal year
then ended.  Effective July 1, 1997, the United Kingdom
lowered the corporate income tax rates from a maximum of
33% to 31%.  The Company's deferred tax liability was
reduced by $6.2 million as a result of the change in the U.K.
tax rate, which was offset by a reduction in the deferred tax
asset related to foreign tax credits.  The effective tax rate was
30% for the three months and six months ended September 30,
1997.  The effective tax rate for the three months and six
months ended September 30, 1996, was 32% and 31%,
respectively.

         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 one site 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.

         Subsequent to September 30, 1997, Louis F. Crane, a
member of the Board of Directors since 1987, was appointed
Chairman of the Board of Directors, George M. Small was
appointed President and Drury A. Milke was appointed Chief
Financial Officer.  Mr. Small joined the Company in 1977 and
was Chief Financial Officer prior to his promotion.  Mr. Milke
joined the Company in 1988 and was Vice President of
Corporate Development prior to assuming the role of Chief
Financial Officer.

Forward Looking

         This report contains "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange Act").  All statements
included herein other than statements of historical fact are
forward-looking statements.

         Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to be
correct.  Important factors that could cause actual results to
differ materially from the Company's expectations ("Cautionary
Statements") may include, but are not limited to, demand for
Company services, worldwide activity levels in oil and natural
gas exploration, development and production, fluctuations in oil
and natural gas prices, unionization and the response thereto of
the Company's customers, currency fluctuations and
international political conditions.  All subsequent written and
oral forward-looking statements attributable to the Company or
persons acting on its behalf are expressly qualified in their
entirety by the Cautionary Statements.

<PAGE>
                         PART II


Item 4. Submission of Matters to a Vote of Security Holders
             
 
(a) The annual meeting of stockholders was held on
    September 29, 1997.

(c)  Matters voted on at the meeting included:

1.  For the election of directors, all nominees were
    approved.  The results were as follows:

<TABLE>
<CAPTION>
NOMINEE                        FOR                 WITHHELD
-------                        ---                 --------
<S>                         <C>                     <C>
Peter N. Buckley            18,778,799              169,436
Jonathan H. Cartwright      18,778,859              169,376
James B. Clement            18,778,839              169,396
Louis F. Crane              18,778,859              169,376
David M. Johnson            18,778,799              169,436
Kenneth M. Jones            18,778,851              169,384
Harry C. Sager              18,778,859              169,376
George M. Small             18,778,859              169,376
Howard Wolf                 18,758,899              189,336

</TABLE>
Item 6.  Exhibits and Reports on Form 8-K

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

    Exhibit: 
    10.  Material Contracts
         (1)  Change of Control Employment Agreement between the 
              Company and George M. Small. Substantially identical 
              contracts with five other officers are omitted 
              pursuant to Item 601 of Regulation S-K instructions.
    11.  Computation of Earnings Per Share
    27.  Financial Data Schedule
                          
                 
(b) No Reports on Form 8-K were filed during the quarter
    ended September 30, 1997.


<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/ George M. Small
                                       ___________________________
                                       GEORGE M. SMALL 
                                       President 
                                                             
                                                            
                                   DATE:   November 14, 1997


      
                                   BY:   /s/ Drury A. Milke
                                      ____________________________
                                      DRURY A. MILKE
                                      Chief Financial Officer


                                   DATE:   November 14, 1997

