SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q/A
/ 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 (Zip Code)
executive offices)
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
PART II
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Stockholders was held on December
5, 1996.
(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>
James B. Clement 17,525,290 71,476
Louis F. Crane 17,526,317 70,449
David S. Foster 17,495,632 101,134
David M. Johnson 17,526,317 70,449
Kenneth M. Jones 17,526,276 70,490
Harry C. Sager 17,526,317 70,449
George M. Small 17,525,240 71,526
Howard Wolf 17,411,924 184,842
</TABLE>
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: March 31, 1997
BY: /s/ George M. Small
______________________________
GEORGE M. SMALL
Vice President and Chief
Financial Officer
DATE: March 31, 1997
