INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered

General

        Offshore Logistics, Inc., a Delaware corporation (the “Company”), hereby registers two classes of securities. The first class to be registered hereby is the common stock, $0.01 par value, of the Company (the “Common Stock”) and the second class is the Preferred Share Purchase Rights of the Company (the “Rights”).

Common Stock

        The Company is currently authorized to issue 35,000,000 shares of Common Stock and 8,000,000 shares of preferred stock, $0.01 par value (the “Preferred Stock”) . As of February 14, 2003, there were 22,508,421 shares of Common Stock and -0- shares of Preferred Stock issued and outstanding, and 6,100,266 shares of Common Stock reserved for issuance. Subject to any preferential rights of any outstanding shares of Preferred Stock, the holders of the Common Stock are entitled to such dividends as may be declared from time-to-time at the discretion of the Board of Directors out of funds legally available therefore. Holders of Common Stock are entitled to share ratably in the net assets of the Company upon liquidation after payment or provision of all liabilities and any preferential liquidation rights of any Preferred Stock then outstanding. The holders of Common Stock have no preemptive rights to purchase additional shares of capital stock of the Company. Share of Common Stock are not subject to any redemption or sinking fund provisions and are not convertible into any other securities of the Company.

        The Company’s common stock has non cumulative voting rights, meaning that the holders of more than 50% of the voting power of the shares voting for the election of Directors can elect 100% of the Directors if they choose to do so. In such event, the holders of the remaining less-than-50% of the voting power of the shares voting for the election of Directors will not be able to elect any Directors.

        The rights of holders of Common Stock are subject to the rights of holders of any Preferred Stock which may be issued in the future. The Board of Directors of the Company is empowered, without approval of the stockholders, to cause shares of Preferred Stock to be issued in one or more series, with the number of shares of each series and the rights, preferences and limitations of each series to be determined by it. Among the specific matters that may be determined by the Board of Directors are the description and number of shares to constitute each series, the annual dividend rates, whether such dividends shall be cumulative, the time and price of redemption and the liquidation preference applicable to the series, whether the series will be subject to the operation of a “sinking” or “purchase” fund and, if so, the terms and provisions thereof, whether the shares of such series shall be convertible into shares of any other class or classes and the terms and provisions of such conversion rights, and the voting powers, if any, of the shares of such series. The Board of Directors may change the designation, rights, preferences, descriptions and terms of, and the number of shares in, any series of which no shares thereof been issued.

        The OLOG Common Stock is currently quoted on the NASDAQ National Market under the Symbol “OLOG,” but OLOG has applied for and intends to begin listing its Common Stock on the New York Stock Exchange on March 12, 2003. The transfer agent and registrar for OLOG Common Stock is Mellon Investor Services, LLC.

Preferred Share Purchase Rights

        The information relating to the preferred stock purchase rights issued pursuant to the Rights Agreement dated as of February 29, 1996 and amended on May 6, 1997 and January 10, 2003, between the Company and Mellon Investor Services, LLC, as Rights Agent, required by Item 202 of Regulation S-K is hereby incorporated by reference to Exhibit 4 of the Company's Registration Statement on Form 8-A filed with the SEC on March 6, 1996, amended as reflected in Exhibit 5 to the Company's Amendment No. 1 to its Registration Statement on Form 8-A/A filed with the SEC on May 7, 1997 and in Exhibit 4.3 to the Company's Amendment No. 2 to its Registration Statement on Form 8-A/A filed with the SEC on January 13, 2003.

Item 2. Exhibits

        All exhibits required by the instructions to Item 2 will be supplied to the New York Stock Exchange.

        Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

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