Bristow Group Inc – ‘DEFR14A’ on 8/5/02

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Revised Definitive Proxy Solicitation Material   —   Schedule 14A
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Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14A     Revised Definitive Notice & Proxy Material            53    278K 

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=============================================================================== 

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT 

SCHEDULE 14A INFORMATION

 PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
 EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]                                                     
Filed by a Party other than the Registrant [_]                                  

Check the appropriate box:                                                      

[_]  Preliminary Proxy Statement                                                
[_]  CONFIDENTIAL, FOR USE OF THE                                               
COMMISSION ONLY (AS PERMITTED BY                                      
RULE 14A-6(E)(2))                                                     
[X]  Definitive Proxy Statement                                                 
[_]  Definitive Additional Materials                                            
[_]  Soliciting Material Pursuant to Rule 14A-12                                

Offshore Logistics, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)  

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)  

Payment of Filing Fee (Check the appropriate box):                              

[X]  No fee required.                                                           
[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.   

(1) Title of each class of securities to which transaction applies:   

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(2) Aggregate number of securities to which transaction applies:      

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(3) Per unit price or other underlying value of transaction computed  
   pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:                  

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(5) Total fee paid:                                                   

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[_]  Fee paid previously with preliminary materials.                            
[_]  Check box if any part of the fee is offset as provided by Exchange         
  Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
     was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.           

(1) Amount Previously Paid:                                           

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(2) Form, Schedule or Registration Statement No.:                     

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(3) Filing Party:                                                     

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(4) Date Filed:                                                       

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OFFSHORE LOGISTICS, INC.
 POST OFFICE BOX 5-C
LAFAYETTE, LOUISIANA 70505

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The Annual Meeting of Stockholders of Offshore Logistics, Inc. (the   
"Company") will be held at the Four Seasons Hotel, Houston, Texas on Monday,    
September 16, 2002, at 10:00 a.m. for the following purposes:                   

1.   To elect directors to serve until the next Annual Meeting of the 
          Stockholders and until their successors are chosen and have qualified.

 2.   To ratify the appointment of KPMG LLP as the Company's independent
auditors for fiscal year 2003.                              

3.   To vote on a proposal to approve an amendment to the Offshore    
        Logistics, Inc. 1994 Long Term Management Incentive Plan, increasing
          the number of shares authorized under that plan by one million shares.

4.   To transact such other business as may properly come before the  
meeting and any postponements or adjournments thereof.      

     The Board of Directors has fixed the close of business on July 23, 2002, as
the record date for determination of stockholders entitled to notice of and to  
vote at the meeting.                                                            

     STOCKHOLDERS WHO DO NOT ELECT TO ATTEND IN PERSON ARE REQUESTED TO FILL IN,
DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD USING THE ENCLOSED SELF-ADDRESSED 
ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.              

                                  By Order of the Board of Directors

                   /s/  H. Eddy Dupuis
                                        ----------------------------------------
              H. Eddy Dupuis
         Secretary

Lafayette, Louisiana                                                            
July 29, 2002                                                                   

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I.                            GENERAL INFORMATION                               

Why did I receive this Proxy Statement?                                         

   The Board of Directors of Offshore Logistics, Inc. ("the Company" or "we"
or "us") is soliciting proxies to be voted at the Annual Meeting of Shareholders
("Annual Meeting") to be held on Monday, September 16, 2002, and at any         
adjournment of the Annual Meeting. When the Company asks for your proxy, we must
provide you with a proxy statement that contains certain information specified  
by law. We are mailing this proxy statement and the enclosed proxy card to      
shareholders on approximately August 16, 2002. All proxies in the enclosed form 
that are properly executed and returned to the Company prior to the Annual      
Meeting will be voted at the Annual Meeting, and any adjournments thereof, as   
specified by the stockholders in the proxy or, if not specified, as set forth in
this proxy statement.                                                           

What will the shareholders vote on at the Annual Meeting?                       

Three items:                                                          

.    election of directors                                            
  .    ratification of the selection of the Company's independent auditors
  .    approval of an amendment to the 1994 Long Term Management Incentive
Plan (the "1994 Plan").                                     

Will there be any other items of business on the agenda?                        

We do not expect that any other items of business will be considered  
because the deadlines for shareholder proposals and nominations have already    
passed. Nonetheless, in case there is an unforeseen need, the accompanying proxy
gives discretionary authority to the persons named on the proxy with respect to 
any other matters that might be brought before the meeting. Those persons intend
to vote that proxy in accordance with their best judgment.                      

Who is entitled to vote?                                                        

Shareholders as of the close of business on July 23, 2002 (the "Record
Date") may vote at the Annual Meeting. You have one vote for each share of      
common stock you held on the Record Date. As of July 23, 2002, we had 22,365,421
shares of common stock outstanding.                                             

How many votes are required for the approval of each item?                      

   The nominees for director receiving a plurality of the votes cast will be
elected. Abstentions and instructions to withhold authority to vote for one or  
more of the nominees will result in those nominees receiving fewer votes but    
will not count as votes "against" a nominee.                                    

    The appointment of independent auditors will be ratified if the votes cast
for the proposal exceed those cast against the proposal. Abstentions and broker 
nonvotes (as defined below) will not be counted either for or against the       
proposal.                                                                       

   The amendment to the 1994 Plan will be approved if the votes cast for the
proposal exceed those cast against the proposal. Abstentions and broker nonvotes
will not be counted either for or against the proposal.                         

What are "Broker Nonvotes"?                                                     

   If your shares are held by a broker, the broker will ask you how you want
your shares to be voted. If you give the broker instructions, your shares must  
be voted as you direct. If you do not give instructions, one of two things can  
happen, depending on the type of proposal. For some proposals, such as election 
of directors, the broker may vote your shares at its discretion. But for other  
proposals, including the approval of the amendment to the 1994 Plan and the     
ratification of the appointment of independent auditors, the broker may not vote
your shares at all. When that happens, it is called a "broker nonvote." Broker  
nonvotes are counted in determining the presence of a quorum at the Annual      
Meeting, but they are not counted for purposes of calculating the votes on      
particular matters considered at the Annual Meeting.                            

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How do I vote by proxy?                                                         

     If you are a shareholder of record, you may vote your proxy by marking your
enclosed proxy card to reflect your vote, signing and dating each proxy card you
receive and return each proxy card in the enclosed self-addressed envelope. The 
shares represented by your proxy will be voted according to the instructions you
give on your proxy card. In addition, you may vote your shares by telephone or  
via the Internet by following the instructions provided on the enclosed proxy   
card.                                                                           

   You have the right to revoke your proxy at any time before the meeting by
notifying the Company's Secretary in writing or by delivering a later-dated     
proxy. If you are a shareholder of record, you may also revoke your proxy by    
voting in person at the meeting.                                                

How do I vote in person?                                                        

   If you are a shareholder of record, you may vote your shares in person at
the meeting. However, we encourage you to vote by proxy card, even if you plan  
to attend the meeting.                                                          

How do I submit a shareholder proposal or nominate a director for the 2003      
Annual Meeting?                                                                 

     If a shareholder wishes to have a proposal considered for inclusion in next
year's proxy statement, he or she must submit the proposal in writing so that we
receive it by April 9, 2003. Proposals should be addressed to the Company's     
secretary, Post Office Box 5-C, Lafayette, Louisiana 70505. In addition, the    
Company's By-laws provide that any shareholder wishing to nominate a candidate  
for director or to propose any other business at the Annual Meeting must also   
give the Company written notice on or after June 18, 2003 but not later than    
July 18, 2003. That notice must provide certain other information as described  
in the By-laws. Copies of the By-laws are available to shareholders free of     
charge upon request to the Company's Secretary.                                 

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II.                           ELECTION OF DIRECTORS                             

   For fiscal year 2002, the number of members of our Board of Directors was
fixed at eight. For fiscal year 2003, the Board has decided to fix the number of
directors at ten. The term of office of all our present directors of the Company
will expire on the day of the 2002 Annual Meeting upon the election of their    
successors. The directors elected at the 2002 Annual Meeting will serve until   
their respective successors are elected and qualified or until their earlier    
death or resignation.                                                           

Unless authority to do so is withheld by the stockholder, each proxy  
executed and returned by a stockholder will be voted for the election of the    
nominees hereinafter named. Directors of the Company having beneficial ownership
derived from presently existing voting power, as of July 23, 2002, of           
approximately 9% of the Company's Common Stock have indicated that they intend  
to vote for the election of all nominees. If any nominee withdraws or for any   
reason is unable to serve as a director, the persons named in the accompanying  
proxy either will vote for such other person as the management of the Company   
may nominate or, if the management does not so nominate such other person, will 
not vote for anyone to replace the nominee. The management of the Company knows 
of no reason that would cause any nominee to be unable to serve as a director or
to refuse to accept nomination or election.                                     

Who are this year's Nominees?                                                   

Our present Board of Directors proposes for election the following ten
nominees for director. Except for Mr. Tamblyn, Dr. Jungles and Mr. Cannon, each 
of the nominees named below is currently a director of the Company and each was 
elected at the Annual Meeting of stockholders held on September 17, 2001. Mr.   
Tamblyn, Dr. Jungles and Mr. Cannon are standing for election for the first     
time.                                                                           

PETER N. BUCKLEY (1), age 59, and a resident of London, England and currently   
serves as the Chairman of Caledonia Investments plc (a British investment       
holding company). He joined our board in 1997 in connection with our investment 
in Bristow Aviation Holdings Limited. Mr. Buckley also serves as a director of  
Kerzner International, Ltd., whose shares trade on the New York Stock Exchange, 
and as a director of Close Brothers Group plc. He has served as a member of our 
Executive Committee since 2000 and our Nominating Committee since 2001.         

STEPHEN J. CANNON, age 48, and a resident of Southlake, Texas. He is            
currently the President of DynCorp. International LLC, a technology company with
annual revenues in excess of $600,000,000. From 1997 to 2000 he was Senior Vice 
President of DynCorp. Mr. Cannon has worked at DynCorp for 20 years and served  
in a variety of other capacities, including General Manager of its technical    
service subsidiary and Vice President of its aerospace technology subsidiary.   
Mr. Cannon is standing for election to our board for the first time.            

JONATHAN H. CARTWRIGHT (1), age 48, and a resident of London, England, where he 
is the Finance Director of Caledonia Investments plc. He, too, joined our board 
in 1997 in conjunction with our investment in Bristow Aviation Holdings Limited.
He has served as a member of our Audit Committee since 1997 and our Compensation
Committee since 2001.                                                           

DAVID M. JOHNSON, age 63, and a resident of Houston, Texas. He joined our board 
in 1983. He has served as a member of our Compensation and Audit Committees for 
over ten years. He is currently the Chairman of the Board of Q Services, an     
oilfield service company with annual revenues over $200,000,000, and served as  
the President of Q Services from 1997 to 1999. Mr. Johnson also serves on the   
boards of Champion Technologies and Permian Mud Service, Inc., both private     
companies with annual revenues in excess of $600,000,000.                       

KENNETH M. JONES, age 68, and a resident of Flat Rock, North Carolina. Mr. Jones
was a founding director of Offshore Logistics, Inc. and served as President and 
Chief Operating Officer from 1969 until 1984. During this period he was a       
director of the Helicopter Association International and the American Helicopter
Society. He retired from our Company in 1984 to manage an oil royalty investment
trust, but he has served continuously as a director since 1969 to the present.  
In October 2001, Mr. Jones was elected as                                       

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Chairman of the Board of our Company and is currently serving in that capacity. 
In addition, he serves on our Compensation, Nominating and Executive Committees.

PIERRE H. JUNGELS, CBE, age 58, and a resident of Enborne, England. Dr.         
Jungels is currently serving a two year term as President of the Institute of   
Petroleum. From 1996 through 2001 he served as a director and Chief Executive   
Officer of Enterprise Oil plc, one of the largest independent European oil      
companies at the time. In 1996, Dr. Jungels served as the managing director of  
exploration and production at British Gas plc. From 1975 through 1995 he served 
in a variety of capacities at Petrofina S.A. and its predecessors, including    
serving as a director of FINA, Inc., as Managing Director and Chief Executive   
Officer of FINA, plc (U.K.) and Chief Executive Officer of FINA Angola. Dr.     
Jungels is standing for election to our board for the first time.               

GEORGE M. SMALL, age 57, and a resident of Lafayette and currently the Chief    
Executive Officer of our Company. Mr. Small joined our Company in 1977 and has  
served in a variety of capacities since that time, including Chief Financial    
Officer from 1986 to 1997, President from 1987 to the present, Chief Operating  
Officer from 1999 to May 2002, and Chief Executive Officer from May 2002 to the 
present. He has been a director since 1986.                                     

KEN C. TAMBLYN, age 59, and a resident of Folsom, Louisiana. Mr. Tamblyn        
spent the first 20 years of his business career as a certified public accountant
with Peat Marwick, a predecessor of KPMG. In 1986 he joined Tidewater, Inc. as  
Executive Vice President and Chief Financial Officer. He served in that capacity
until his retirement in August 2000. Mr. Tamblyn is a member of the board of    
directors of Howell Corporation, an oil exploration and production company whose
stock trades on the New York Stock Exchange. He serves as Chairman of the Audit 
Committee of Howell Corporation. Mr. Tamblyn is now standing for election to our
board for the first time.                                                       

ROBERT W. WALDRUP, age 58, and a resident of Kingwood, Texas who joined our     
board in 2001. Mr. Waldrup is one of the founders of Newfield Exploration       
Company where he served as the Vice President of Operations and as a director   
from 1992 until his retirement in 2001. Mr. Waldrup currently serves as the     
director of two privately held companies, Fiber Dynamics, Inc., a manufacturer  
of fiber optic sensors, and Marine Spill Response Corporation, which provides   
environmental cleanup services. He served on our Audit and Compensation         
Committees since 2001.                                                          

HOWARD WOLF, age 67, and a resident of Austin, Texas. Mr. Wolf is a senior      
partner in the international law firm of Fulbright & Jaworski. Mr. Wolf joined  
our board in 1986 and served as Chairman thereof from 1986 to 1995. He currently
serves on our Nominating and Executive Committees. Mr. Wolf is also a director  
of Stewart & Stevenson Services, Inc., where he serves on the Compensation and  
Management Development Committees.                                              

________________                                                                
(1)  Peter N. Buckley and Jonathan H. Cartwright, directors and executive       
officers of Caledonia Industrial & Services Limited ("CIS"), were     
   designated by CIS and elected to the Board of Directors of the Company in
    February 1997 pursuant to a Master Agreement dated December 12, 1996 among
     the Company, CIS and certain other persons in connection with the Company's
acquisition of 49% and other substantial interests in Bristow Aviation
  Holdings Limited. The Master Agreement provides that so long as CIS owns
(1) at least 1,000,000 shares of Common Stock of the Company or (2) at
least 49% of the total outstanding ordinary shares of Bristow Aviation
Holdings Limited, CIS will have the right to designate two persons for
     nomination of the Company's Board of Directors and to replace any directors
so nominated.                                                         

III.                    CORPORATE GOVERNANCE PRINCIPLES                         

During the last fiscal year, our Board adopted Corporate Governance   
Principles. A summary of these Corporate Governance Principles is attached as   
Appendix A.                                                                     

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IV.                   COMMITTEES of the BOARD OF DIRECTORS                      

    For the first three quarters of the fiscal year ended March 31, 2002, each
non-employee member of the Board of Directors received $2,000 per quarter. For  
the last quarter, each non-employee director received $5,000. Non-employee      
directors also received $1,000 for each meeting attended, including committee   
meetings. Pursuant to the 1991 Nonqualified Stock Option Plan for Non-employee  
Directors, on September 17, 2001 each non-employee director received options to 
purchase 2,000 shares of the Company's common stock, at an exercise price equal 
to the fair market value. (1)                                                   

     Effective October 1, 2001, Mr. Jones no longer receives these quarterly and
per meeting fees. On that date, he received options to purchase 50,000 shares of
the Company common stock at an exercise price equal to the fair market value on 
the date of grant with an expiration date of February 11, 2012. In addition, his
director's fees were increased to $12,000 per month. The Board of Directors     
increased the fees paid to directors and the Chairman after reviewing a study of
directors' fees prepared by the Company's independent public accountants in     
December 2001.                                                                  

     In addition, Mr. Wolf is a partner of the law firm of Fulbright & Jaworski,
which provides legal services to the Company. During fiscal year 2002, the      
Company paid Fulbright & Jaworski $120,082, a portion of which related to Mr.   
Wolf's services as a director of the Company and its non-majority owned entity, 
Bristow Aviation Holdings Limited. Mr. Buckley and Mr. Cartwright also serve as 
directors of Bristow Aviation Holdings Limitd, and during fiscal year 2002 CIS  
was paid (Pounds)35,304 and (Pounds)23,576, respectively, for their services.   

The Board of Directors held ten meetings during the past fiscal year. 
During this period, no incumbent director other than David Johnson attended     
fewer than 75% of the aggregate of (i) the total number of meetings of the Board
of Directors during the period in which he was a director and (ii) the total    
number of meetings held by all committees on which he served during the period  
in which he was a director.                                                     

Our Board of Directors has the following committees:                  

                                                        [Enlarge/Download Table]

-----------------------------------------------------------------------------------------------------------------
 Name of Committee and Members     Function of Committee                      Number of Meetings in Fiscal 2002  
 -----------------------------     ---------------------                      ---------------------------------  

-----------------------------------------------------------------------------------------------------------------
                                                                                                                 
 EXECUTIVE                         . Authorized to act on behalf of the                       0                  
                                     full Board on broad range of issues                                         
   Peter Buckley                                                                                                 
   Howard Wolf                                                                                                   
   Kenneth Jones                                                                                                 

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 AUDIT (2)                         . Makes recommendations regarding                          3                  
                                     selection and discharge of                                                  
   Jonathan Cartwright               independent auditors                                                        
   David Johnson                                                                                                 
   Robert Waldrup                  . Oversees auditing and related                                               
                                     professional services                                                       

                                   . Reviews audit results with auditors                                         

                                   . Reviews management control                                                  
                                     procedures with auditors                                                    

-----------------------------------------------------------------------------------------------------------------
 COMPENSATION                      . Recommends compensation                                  2                  
                                     arrangements for management and                                             
   Jonathan Cartwright               directors                                                                   
   David Johnson                                                                                                 
   Kenneth Jones (3)               . Administers stock incentive plans                                           
   Robert Waldrup                                                                                                
                                   . Grants options or other benefits                                            
                                     under the 1994 Plan                                                         

-----------------------------------------------------------------------------------------------------------------
 NOMINATING (4)                    . Recommends nominees for director                         1                  

   Peter Buckley                                                                                                 
   Kenneth Jones                                                                                                 
   Howard Wolf                                                                                                   
-----------------------------------------------------------------------------------------------------------------

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                                                        [Enlarge/Download Table]
-----------------------------------------------------------------------------------------------------------------
                                                                                                                 
     Kenneth Jones                                                                                               
     Howard Wolf                                                                                                 
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FN (1)  The 1991 Nonqualified Stock Option Plan for Nonemployee Directors, as   
        amended (the "1991 Plan") provides for the granting to directors who are
not employees of the Company (the "Nonemployee Directors") of   
nonqualified options to purchase Common Stock. The 1991 Plan is 
    administered by the Board of Directors. A total of 127,500 shares of
       Common Stock have been reserved at March 31, 2002 for issuance upon the
     exercise of options under the 1991 Plan, subject to adjustment in the
 event of stock splits, stock dividends and similar changes in the
Company's capital stock.                                        

        As of September 24, 1991, the date as of which the 1991 Plan was adopted
by the Board of Directors, Nonemployee Directors were granted   
      automatically options to purchase 500 shares of stock for each year of
     continuous service plus 2,000 shares. As of the date of the Company's
    Annual Meeting of Stockholders in each year that the 1991 Plan is in
       effect beginning with the Annual Meeting held on December 1, 1992, each
        Nonemployee Director (except for the Chairman as discussed above) who is
  elected or re-elected, or otherwise continues as a director of the
   Company following such Annual Meeting, will be granted an option to
        purchase 2,000 shares of Common Stock. However, no such options shall be
      granted to any Nonemployee Director who during the preceding 12 months
missed 50% or more of the meetings of the Board of Directors and
committees on which he served.                                  

      The option price per share for each option granted under the 1991 Plan
        is the fair market value of the Common Stock on the date of grant. Under
     the 1991 Plan, options are not exercisable until six months after the
       date of the grant. The 1991 Plan terminates on, and no options shall be
        issued after, the date of the Annual Meeting of stockholders in 2003 and
       any options outstanding on that date will remain outstanding until they
have either expired or been exercised.                          

FN (2)  All current members of the Audit Committee are independent as defined in
        the NASDAQ rules. During fiscal year 2002, the Company revised its Audit
Committee charter, which is attached as Appendix B.             

FN (3)  Mr. Jones served as our President and Chief Operating Officer from 1969 
to 1984.                                                        

FN (4)  The Company's By-laws provide that any stockholder wishing to nominate a
  candidate for director at the Annual Meeting must give the Company
      advance written notice. In general, written notice must be received by
    the Secretary of the Company not less than 60 days, nor more than 90
   days, prior to the first anniversary of the preceding year's Annual
     Meeting and must contain certain specified information concerning the
     person to be nominated, as well as certain information concerning the
       stockholder submitting the nomination or proposal. All such nominations
or proposals must be addressed to the Secretary of the Company. 

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V.                           SECURITY OWNERSHIP OF                              
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Holdings of Principal Stockholders                                              

 The following table shows as of July 23, 2002, certain information with
respect to beneficial ownership of the Company's Common Stock by any person     
known by the Company to be the beneficial owner of more than five percent of any
class of voting securities of the Company.                                      

                                                        [Enlarge/Download Table]

                                                                Amount                                 
                                                             Beneficially      Title         Percent   
     Name and Address of Beneficial Owner                       Owned         of Class     of Class (1)
     ------------------------------------                    ------------     --------     ------------
                                                                                                       
     Caledonia Industrial & Services Limited                                                           
     Cayzer House, 30 Buckingham Gate                                                                  
     London, England SW1 E6NN ..........................     1,752,754(2)      Common          7.8%    

     Neuberger Berman, Inc.                                                                            
     605 Third Avenue                                                                                  
     New York, NY 10158-3698 ...........................     1,356,377(3)      Common          6.1%    

     Dimensional Fund Advisors                                                                         
     1299 Ocean Avenue, 11/th/ Floor                                                                   
     Santa Monica, CA 90401 ............................     1,563,900(4)      Common          7.0%    

     Systematic Financial Management LP                                                                
     Glenpointe East, 7/th/ Floor                                                                      
     300 Frank W Burr Boulevard                                                                        
     Teaneck, NJ 07666 .................................     1,422,376(5)      Common          6.4%    

     FMR Corp.                                                                                         
     82 Devonshire Street                                                                              
     Boston, MA 02109 ..................................     2,187,940(6)      Common          9.8%    
=======================================================================================================

(1)  Percentage of the Common Stock of the Company outstanding as of July 23,   
2002.                                                                 

(2)  According to a Schedule 13D/A filed on October 5, 2000 by (i) Caledonia    
 Industrial & Services Limited ("CIS") as the direct beneficial owner of
  1,752,754 of such shares of Common Stock; (ii) Caledonia Investments plc
   ("Caledonia") as an indirect beneficial owner given that Caledonia is the
 holder of all of the outstanding capital stock of CIS; (iii) The Cayzer
Trust Company Limited ("Cayzer Trust") as an indirect beneficial owner
 given that its direct holdings of the securities of Caledonia represent
 indirect holdings of the stock of CIS; and (iv) Sterling Industries PLC
("Sterling") which, as of March 31, 2000, is no longer an indirect    
    beneficial owner given that it has no direct voting holdings of Caledonia,
     the foregoing shares of Common Stock include 452,754 shares of Common Stock
 that may be acquired upon conversion of $10,350,000 of the Company's 6%
   Convertible Subordinated Notes due 2003 at an assumed conversion price of
     $22.86 per share ("6% Notes"). CIS, Caledonia, and Cayzer Trust have shared
 voting and dispositive power over the 1,752,754 shares of Common Stock.

(3)  According to a Schedule 13G/A filed on February 11, 2002 with the          
    Securities and Exchange Commission, Neuberger Berman, Inc. has sole voting
    power with respect to 536,277 of such shares of Common Stock shared voting
  power with respect to 820,100 shares of Common Stock, shared dispositive
power with respect to 1,356,377 of such shares of Common Stock, and   
beneficially owns 1,356,377 of such shares of Common Stock.           

(4)  According to a Schedule 13G/A filed on January 30, 2002 with the Securities
and Exchange Commission, Dimensional Fund Advisors has sole voting and
   dispositive power with respect to and beneficially owns 1,563,900 of such
shares of Common Stock.                                               

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(5)  According to a Schedule 13G/A filed on February 13, 2002 with the          
    Securities and Exchange Commission, Systematic Financial Management LP has
shared voting power and sole dispositive power with respect to and    
beneficially owns 1,422,376 of such shares of Common Stock.           

(6)  According to Schedule 13G filed on February 14, 2002 with the Securities   
  and Exchange Commission, FMR Corp. has sole voting power with respect to
     733,000 of such shares of Common Stock, sole dispositive power with respect
to 2,187,940 of such shares of Common Stock, and beneficially owns    
2,187,940 of such shares of Common Stock.                             

Holdings of Directors, Nominees and Executive Officers                          

 The following table shows as of July 23, 2002, certain information with
respect to beneficial ownership of the Company's Common Stock by (i) each       
director or nominee, (ii) each of the executive officers named in the Summary   
Compensation Table on page 10 of this proxy statement, and (iii) all of the     
Company's directors and executive officers as a group:                          

                                                        [Enlarge/Download Table]

                                                    Amount                                 
                                                  Beneficially      Title        Percent   
         Name of Beneficial Owner                  Owned (1)       of Class    of Class (2)
         ------------------------                  ---------       --------    ------------
                                                                                           
     Hans J. Albert ...........................      57,337        Common             *    
     Peter N. Buckley .........................   1,762,754 (3)    Common           7.9%   
     Stephen J. Cannon ........................           0        N/A              N/A    
     Jonathan H. Cartwright ...................   1,762,754 (3)    Common           7.9%   
     Louis F. Crane ...........................     184,000        Common             *    
     Gene Graves ..............................      57,732        Common             *    
     David M. Johnson .........................      38,000        Common             *    
     Kenneth M. Jones .........................      72,500        Common             *    
     Pierre H. Jungels ........................           0        N/A              N/A    
     Drury A. Milke ...........................      64,428        Common             *    
     George M. Small ..........................      93,227        Common             *    
     Ken C. Tamblyn ...........................           0         N/A             N/A    
     Robert W. Waldrup ........................      12,000        Common             *    
     Howard Wolf ..............................      14,490        Common             *    

     All Directors and Executive Officers                                                  
      as a Group (20 persons)(3)(4) ...........   2,482,342        Common          11.1%   
-------------------------------------------------------------------------------------------

* Less than 1%.                                                                 

(1)  Based on information as of July 23, 2002, supplied by directors and        
    executive officers. Unless otherwise indicated, all shares are held by the
  named individuals with sole voting and investment power. Stock ownership
described in the table includes for each of the following directors or
    executive officers options to purchase within 60 days after July 23, 2002,
 the number of shares of Common Stock indicated after such director's or
    executive officer's name: Hans J. Albert - 52,500 shares; Peter N. Buckley
- 10,000 shares; Jonathan H. Cartwright - 10,000 shares; Louis Crane -
166,000 shares; Gene Graves - 35,000 shares; David M. Johnson - 26,000
   shares; Kenneth M. Jones - 70,000 shares; Drury A. Milke - 55,000 shares;
   George M. Small -75,000 shares; Howard Wolf - 12,000 shares and Robert W.
   Waldrup - 2,000 shares and the following number of shares of Common Stock
  which were vested at June 30, 2002, under the Company's Employee Savings
     and Retirement Plan (the "401(k) Plan"), based on the 401(k) Plan statement
 dated June 30, 2002: Hans J. Albert - 3,698 shares; Gene Graves - 9,563
    shares; Drury A. Milke - 7,013 shares and George M. Small - 11,389 shares.
Shares held in the 40l(k) Plan are voted by the trustee.              

(2)  Percentages of the Common Stock of the Company outstanding as of July 23,  
2002.                                                                 

(3)  Because of the relationship of Messrs. Buckley and Cartwright to CIS,      
    Messrs. Buckley and Cartwright may be deemed indirect beneficial owners of
the securities of the Company owned by CIS (see "Holdings of Principal
Stockholders"). Pursuant to Rule 16a-1(a)(3), both Mr. Buckley and Mr.
Cartwright are reporting indirect                                     

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beneficial ownership of the entire amount of securities of the Company
    owned by CIS. Messrs. Buckley and Cartwright disclaim beneficial ownership
of the securities owned by CIS.                                       

(4)  Including 632,500 shares, which may be acquired within 60 days of July 23, 
2002 upon exercise of options.                                        

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VI.                EXECUTIVE COMPENSATION                                       

     The following table sets forth the aggregate cash and non-cash compensation
paid by the Company and its subsidiaries for services rendered during the last  
three fiscal years ended March 31, 2002 to the Chief Executive Officer of the   
Company and its four other most highly compensated executive officers who were  
serving as such on March 31, 2002.                                              

Summary Compensation Table

                                                        [Enlarge/Download Table]

                                                 Annual Compensation           Long-Term Compensation                        
                                             ---------------------------                                                     
                                                                                      Awards (3)                             
-----------------------------------------------------------------------------------------------------------------------------

                                                                                               Securities                    
                                Fiscal                              Other Annual Restricted    Underlying      All Other     
                                Year                        Bonus   Compensation    Stock        Options/     Compensation   
 Name & Principal Position      Ended       Salary($)      ($) (1)    ($) (2)    Award(s)($)     SARs(#)        ($) (4)      
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                                             
George M. Small (5) (7) .....   2002        $250,000      $125,000     $  0         $  0          25,000        $ 17,700     
-----------------------------------------------------------------------------------------------------------------------------
President and                   2001        $250,000      $300,000     $  0         $  0          20,000        $ 17,700     
-----------------------------------------------------------------------------------------------------------------------------
Chief Operating Officer         2000        $235,000      $ 35,300     $  0         $  0          35,000        $ 16,752     
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
Drury A. Milke (5) (7) ......   2002        $195,833      $100,000     $  0         $  0          20,000        $ 17,748     
-----------------------------------------------------------------------------------------------------------------------------
Executive Vice President,       2001        $175,000      $175,000     $  0         $  0          15,000        $ 17,898     
-----------------------------------------------------------------------------------------------------------------------------
International Operations        2000        $167,500      $ 20,900     $  0         $  0          25,000        $ 15,483     
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
Hans J. Albert (5) ..........   2002        $196,667      $100,000     $  0         $  0          20,000        $ 17,816     
-----------------------------------------------------------------------------------------------------------------------------
Executive Vice President,       2001        $180,000      $180,000     $  0         $  0          15,000        $ 18,117     
-----------------------------------------------------------------------------------------------------------------------------
Corporate Development           2000        $175,000      $ 21,900     $  0         $  0          25,000        $ 15,657     
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
Gene Graves (5) .............   2002        $191,667      $ 97,500     $  0         $  0          20,000        $ 28,213     
-----------------------------------------------------------------------------------------------------------------------------
Vice President, Marketing       2001        $175,000      $175,000     $  0         $  0          15,000        $ 28,363     
-----------------------------------------------------------------------------------------------------------------------------
                                2000        $172,500      $ 21,600     $  0         $  0          25,000        $ 25,968     
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
Louis F. Crane (6) ..........   2002        $151,667      $      -     $  0         $  0          40,000        $450,000     
-----------------------------------------------------------------------------------------------------------------------------
Chairman of the Board and       2001        $260,000      $312,000     $  0         $  0          20,000        $      0     
-----------------------------------------------------------------------------------------------------------------------------
Chief Executive Officer         2000        $120,000      $ 56,000     $  0         $  0          50,000        $      0     
-----------------------------------------------------------------------------------------------------------------------------

____________________                                                          
 (1)   Cash bonuses are listed in the fiscal year earned but were paid partially
   or entirely in the following fiscal year. Under the terms of the 1994
Long-Term Management Incentive Plan (the "1994 Plan"), certain    
       participants may elect to receive all or a portion of their awarded bonus
in the form of restricted stock. These amounts (including the 20% 
     additional awards in restricted stock provided as a deferral incentive)
   are reflected in the "Restricted Stock Award(s)" column, although the
restricted stock awards were not made until the following year.   

(2)   The stated amounts exclude perquisites and other personal benefits      
   because the aggregate amounts paid to or for any executive officer as
    determined in accordance with the rules of the Securities and Exchange
     Commission relating to executive compensation did not exceed the lesser
   of $50,000 or 10% of salary and bonus for fiscal 2002, 2001 and 2000.

(3)   The Company awarded no restricted stock to these individuals for the    
2002, 2001 and 2000 fiscal years. All options granted to the named
       executive officers in fiscal 2002, 2001 and 2000 were awarded pursuant to
the 1994 Plan.                                                    

 (4)   The stated amounts for Messrs. Small, Milke, Albert and Graves consist of
 the Company's contributions made pursuant to the Company's Employee
    Savings and Retirement Plan (the "401(k) Plan"), all of which are 100%
    vested, and the cost to the Company for premiums on Company-owned life
      insurance policies that the Company maintains for certain key employees.
   During the fiscal year ended 2002, the expense to the Company for the
    life insurance premiums were $ 7,500; $ 7,548; $ 7,616 and $18,013 for
      Messrs. Small, Milke, Albert and Graves, respectively, and the Company's
 contributions to the 401(k) Plan were $10,200; $10,200; $10,200 and
$10,200 for Messrs. Small, Milke, Albert and Graves, respectively.

(5)   See "Severance and Change-of-Control Agreements".                       

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(6)  Mr. Crane was elected Chief Executive Officer on September 20, 1999.       
     Pursuant to an Agreement between the Company and Mr. Crane executed January
    7, 2002, and effective October 18, 2001 (the "Crane Agreement"), Mr. Crane
     resigned his positions as a director and Chief Executive Officer. Mr. Crane
    was paid a fee for serving as Chairman determined annually by the Board of
     Directors. Mr. Crane was also granted awards under the 1994 Plan determined
     annually by the Board of Directors. Mr. Crane was not included in any other
    benefit plans of the Company. Pursuant to the Crane Agreement, the Company
paid Mr. Crane $450,000 in the fourth quarter of fiscal year 2002.    

(7)  Effective May 7, 2002, Mr. Small was appointed Chief Executive Officer of  
     the Company and will retain the title of President. Mr. Milke was appointed
President of Air Logistics, L.L.C., a wholly owned subsidiary of the  
Company.                                                              

 Option/SAR Grants in Last Fiscal Year

    The following table shows, as to the named executive officers, information
about option/SAR grants during the 2002 fiscal year:                            

                                                        [Enlarge/Download Table]

                                                  Individual Grants                                         
------------------------------------------------------------------------------------------------------------
                                  Number of     % of Total                                                  
                                 Securities    Options/SARs                                                 
                                 Underlying     Granted to     Exercise                                     
                                Options/SARs   Employees in      Price    Expiration      Grant Date        
            Name               Granted (#)(1)   Fiscal Year    ($/Share)     Date      Present Value (2)    
                                                                                                            
George  M. Small............       25,000           9.6%        $ 21.34    6/1/2011        $258,905         
Drury A. Milke..............       20,000           7.6%        $ 21.34    6/1/2011        $207,124         
Hans J. Albert..............       20,000           7.6%        $ 21.34    6/1/2011        $207,124         
Gene Graves.................       20,000           7.6%        $ 21.34    6/1/2011        $207,124         
Louis F. Crane..............       40,000          15.3%        $ 21.34    6/1/2011        $414,248         

___________________                                                             

(1)  These awards were made pursuant to the 1994 Plan, have a ten-year term,    
  have an exercise price equal to the fair market value (as defined in the
    1994 Plan) of the Common Stock on the grant date, and include the right of
the Company to purchase all or any part of the shares of Common Stock 
    issuable upon exercise of the options by paying to the optionee an amount,
  in cash or Common Stock, equal to the excess of the fair market value of
    the Company's Common Stock on the effective date of such purchase over the
  exercise price per share. These options became exercisable one year from
the date they were granted. Options granted under the 1994 Plan may be
  exercised for cash and may also be paid for by delivering to the Company
   unrestricted Common Stock already owned by the optionee or by the Company
  withholding shares otherwise issuable upon exercise of the options (or a
    combination thereof), as well as in such other manner as may be authorized
 by the committee administering the 1994 Plan (the "Committee"). Options
under the 1994 Plan also grant the optionee the right, if the optionee
  makes payment of the exercise price by delivering shares of Common Stock
held by the optionee, to purchase the number of shares of Common Stock
    delivered by the optionee in payment of the exercise price (a "Replacement
    Option"). Replacement Options are exercisable at a price equal to the fair
     market value of the Common Stock of the Company as of the date of the grant
 of the Replacement Option. The options granted under the 1994 Plan also
provide for certain "cashout" rights following a Change In Control (as
 defined in the 1994 Plan). The options granted under the 1994 Plan also
   provide that, subject to certain conditions, the Committee may permit the
    optionee to pay all or a portion of any taxes due with respect to exercise
of the options (a) by electing to have the Company withhold shares of 
Common Stock due to the optionee upon exercise of the option or (b) by
     delivering to the Company previously owned shares of Common Stock. For more
information about the 1994 Plan, please see the section of this proxy 
 statement entitled "Items of Business To Be Acted Upon at the Meeting -
Item 3. Proposal to Amend the 1994 Plan."                             

(2)  The present value for these options was estimated at the date of grant,    
 using the Black-Scholes option-pricing model. The following assumptions
  were used to obtain the grant-date present value: expected volatility of
57.15%, risk-free interest rate of 4.72%, no dividend yields and an   
expected life of approximately 4 years, based on weighted average     
historical lives.                                                     

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 Aggregated Option/SAR Exercises in Last Fiscal Year
 and
 Fiscal Year End Option/SAR Values

The following table shows, as to the named executive officers, the  
aggregate option exercises during fiscal year 2002 and the values of unexercised
options as of March 31, 2002:                                                   

                                                        [Enlarge/Download Table]

                                                  Number of Securities         Value of Unexercised     
                                                 Underlying Unexercised            In-the-Money         
                                                 Options/SARs at FY End     Options/SARs at FY End (1)  
                                                 ----------------------     --------------------------  

                         Shares                                                                         
                        Acquired     Value                                                              
         Name         on Exercise   Realized  Exercisable    Unexercisable   Exercisable   Unexercisable
         ----         -----------   --------  -----------    -------------   -----------   -------------
                                                                                                        
George M. Small......    35,000    $485,596      50,000          25,000     $  258,700       $  5,250   
Drury A. Milke.......         -    $      -      35,000          20,000     $  187,650       $  4,200   
Hans J. Albert......      2,500    $ 20,348      32,500          20,000     $  181,275       $  4,200   
Gene Graves.........          -    $      -      15,000          20,000     $  136,650       $  4,200   
Louis  F. Crane......         -    $      -     126,000          40,000     $1,177,125       $  8,400   

______________________                                                          
(1)  The dollar amounts shown in this column represent the aggregate excess of  
the market value of the shares underlying the unexercised in-the-money
options as of March 31, 2002, over the aggregate exercise price of the
options.                                                              

Severance and Change-of-Control Arrangements

     The Company has entered into change of control agreements (the "Change of
Control Agreements") with certain executive officers. The Change of Control     
Agreements for each executive officer provide for continued employment for a    
three year period following a Change of Control, as defined (the "Employment    
Term"). Should the officer's employment be terminated during the Employment Term
for any reason other than death, disability or "Cause", as defined, or should   
the officer terminate his employment for "Good Reason", as defined, the officer 
will become entitled to certain benefits. The benefits include a lump sum       
payment equal to three times the sum of the officer's Annual Base Salary, as    
defined, and Highest Annual Bonus, as defined. Also, the officer will be        
entitled to continued welfare benefits under various Company plans and programs 
for a minimum of thirty-six months following the "Date of Termination", as      
defined, as well as outplacement services and other benefits. In addition, those
officers who are parties to the Executive Welfare Benefit Agreements dated March
31, 1986 will, in the event of such termination, be treated as having been      
terminated without cause as of the Date of Termination, and the insurance       
policies provided under such Executive Welfare Benefit Agreements will be       
immediately transferred to the officer, the officer will be credited with three 
additional years of service for purposes of the vesting of such policies, and   
the Company will continue to pay the premiums on such policies for three years  
after such officer's Date of Termination. In the event that any payments by the 
Company to or for the benefit of the officer (a "Payment") would be subject to  
the excise tax imposed by Section 4999 of the Internal Revenue Code ("Excise    
Tax"), then the officer will be entitled to an additional payment ("Gross-Up    
Payment") in an amount such that, after payment by such officer of all taxes    
imposed on the Gross-Up Payment, the officer retains an amount of the Gross-Up  
Payment equal to the Excise Tax imposed upon the Payments. The Change of Control
Agreements also provide that no award granted under the 1994 Plan or pursuant to
any other plan or arrangements maintained by the Company will be reduced as a   
result of being potentially non-deductible under Section 280G of the Internal   
Revenue Code.                                                                   

   Under the terms of the 1994 Plan, if a change in control (as defined in
the 1994 Plan) occurs, all outstanding options and SARs held by the employee    
participant become immediately exercisable; the restrictions and deferral       
limitations (if any) applicable to any then outstanding shares of Restricted    
Stock, Deferred Stock or other stock based awards made pursuant to the 1994 Plan
(if any) become free of all restrictions, fully vested and transferable to the  
full extent of the award. Also, under the 1994 Plan, for a sixty-day period     
following a change in control (as defined in the 1994 Plan), unless the         
Committee that administers the 1994 Plan determines otherwise at the time of the
award the participant has the right to elect to surrender to the Company all or 
part of the stock options in exchange for a cash                                

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payment equal to the spread between the change in control price (as defined in  
the 1994 Plan) and the option exercise price.                                   

      In connection with his resignation in October of 2001 as Chairman of
the Board, Chief Executive Officer and as a director of the Company, Louis F.   
Crane entered into contracts with the Company pursuant to which Mr. Crane agreed
to provide consulting services to the Company for two years in exchange for (i) 
payment to Mr. Crane by the Company of $450,000, and (ii) extension of the date 
by which Mr. Crane must exercise his 160,000 stock options granted under the    
1994 Plan from January 17, 2002, to October 1, 2002. The Company, in addition to
paying Mr. Crane through the date of his resignation his salary, also agreed,   
subject to certain terms and conditions, to permit stock options previously     
granted Mr. Crane to remain exercisable through October 1, 2002. See "Executive 
Compensation - Summary Compensation Table", "Executive Compensation - Option/SAR
Grants in Last Fiscal Year" and "Executive Compensation - Aggregated Option/SAR 
Exercises in Last Fiscal Year and Fiscal Year End Option/SAR Values."           

Equity Compensation Plan Information

                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------------------------------------------------
Plan Category                                (a)                          (b)                           (c)              

                                Number of securities to be    Weighted-average exercise    Number of securities          
                                issued upon exercise of       price of outstanding         remaining available for       
                                outstanding options,          options, warrants and rights future issuance under equity  
                                warrants and rights                                        compensation plans            
                                                                                           (excluding securities         
                                                                                           reflected in column (a))      

-------------------------------------------------------------------------------------------------------------------------
                                                                                                                         
Equity Compensation plans                  924,500                       $16.27                       98,302             
approved by security holders/(1)/                                                                                        

-------------------------------------------------------------------------------------------------------------------------
Equity Compensation plans not                                                                                            

approved by security holders                 N/A                          N/A                           N/A              

-------------------------------------------------------------------------------------------------------------------------
Total                                      924,500                       $16.27                       98,302             

-------------------------------------------------------------------------------------------------------------------------

/(1)/    These figures include options outstanding under both the 1991 Plan and 
    the 1994 Plan. The amounts for the 1991 Plan alone are: column (a)
        92,000, column (b) $15.48, column (c) 35,500. The amounts for the 1994
   Plan alone are: column (a) 832,500, column (b) $16.36, column (c)
62,802.                                                       

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VII.                COMPENSATION COMMITTEE REPORT                               
ON EXECUTIVE COMPENSATION           

    The Compensation Committee is comprised exclusively of nonemployee
directors and is responsible for formulating and making recommendations to the  
Board of Directors with regard to:                                              

    -- the Company's executive compensation policies and programs, and

-- specific salary and incentive awards to executive officers.

Compensation Policy                                                             

       In designing and implementing its executive compensation program, the
Company follows a long-standing philosophy that management pay should be        
directly and substantially tied to the achievement by the Company of its        
performance objectives. A corollary principle guiding the Company's compensation
programs is that stock-based compensation should be an integral part of the     
program to align management incentives with share price. The Company also       
operates under the principle that short-term and long-term elements of          
compensation should be balanced. Finally, the Company believes that, to excel,  
it must continue to attract and retain highly talented and motivated employees  
at all levels, especially the senior executives.                                

        Accordingly, the Company's overall compensation policy is to provide a
competitive compensation package designed to attract, motivate and retain key   
executive officers and to tie executive pay to overall Company performance and  
return to stockholders. The Company's executive compensation program consists of
base salary, annual incentives and long-term incentives. Executive officers also
participate in a 401(k) plan, a medical plan, a life insurance plan and other   
benefit plans available to employees generally.                                 

       The compensation packages provided to the Chief Executive Officer and
the other executive officers for the 2002 fiscal year were based in part on     
recommendations included in a study performed by independent public accountants 
in December 2001. The Compensation Committee also reviewed publicly available   
executive compensation information for several companies with revenues and scope
of operations similar to that of the Company.                                   

1.       Base Salary                                                            

       The Committee reviews base salaries annually. Salary increases in the
2002 fiscal year were based on individual performance and the Company's         
achievement of its profit goals, as well as salaries paid by Company            
competitors. In each of the last several years, the President initially has     
recommended to the Committee salary levels for the upcoming year for all Company
officers other than himself. The Committee has reviewed the President's         
recommendations and industry comparisons and made its salary recommendations to 
the full Board. The Board approved all of the Committee's recommended salary    
levels for the 2002 fiscal year.                                                

       The Company believes that the salaries of the executives named in the
Summary Compensation Table for the 2002 fiscal year were at or near the median  
of the peer group considered by the Committee to constitute the Company's most  
direct competitors for executive talent. The Compensation Committee believes    
that not all of the companies in a peer group established to compare stockholder
returns are necessarily representative of the companies competing with the      
Company for executive talent. Thus, the peer group used by the Company to       
compare compensation is a sub-group of the companies included in the peer group 
index in the Stock Performance Graph on Page 18 of this proxy statement.        

2.       Annual Incentives                                                      

       Cash bonuses provide an annual incentive to the Company's executives.
Bonus amounts to executives are determined according to the terms of the Annual 
Incentive Plan approved by the stockholders in 1994. This element of the        
compensation program is designed to link executive pay to objective measures of 
the performance of the Company. For the 2002 fiscal year 75% of the potential   
annual incentive bonus was based on consolidated earnings. Threshold, target,   
and maximum levels of Company performance were established for the performance  
measure, based on historical results,                                           

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budgets and growth goals established by the Company. The remaining 25% of the   
potential annual incentives were discretionary based upon the Compensation      
Committees' assessment of the executive's individual performance. For the 2002  
fiscal year, the Company met certain of the performance goals. Accordingly, the 
bonuses awarded during fiscal year 2002 to each of the employees designated to  
participate in the Annual Incentive Plan, including the executive officers, were
determined through a combination of the discretion of the Compensation Committee
and the application of the objective measures of the plan.                      

       In accordance with the restricted stock payment alternative under the
1994 Plan, initially approved by the stockholders in 1994, certain executives   
may elect to receive all or any part of their bonuses in shares of Restricted   
Stock. The Committee believes that this application of Restricted Stock is an   
excellent vehicle for expanding the stock ownership of executives of the Company
and, when exercised, will further deepen the executive officers' commitment to  
the long-term objectives and performance of the Company and their identification
with stockholder interests.                                                     

3.       Long-Term Incentives                                                   

        The Compensation Committee believes that granting stock options is the
most appropriate method of motivating and rewarding executive officers for the  
creation of long-term shareholder value. The Company has established a policy of
awarding stock options based upon continuing progress of the Company and on     
individual performance by its executives. The Compensation Committee uses only  
subjective and informal measures of Company and individual performance in       
deciding whether and, if so, how many options to award. Typically, stock options
are granted annually. In June 2001, options were awarded to the executive       
officers, including the following grants to the executive officers named in the 
Summary Compensation Table: Louis F. Crane - 40,000; George M. Small - 25,000;  
Drury A. Milke - 20,000; Hans J. Albert - 20,000 and Gene Graves - 20,000. All  
awards shown in the Summary Compensation Table were made at fair market value at
the time of grant so that holders will benefit from such grants only when, and  
to the extent, the stock price increases after the date of grant.               

Compensation of Chief Executive Officer                                         

     Louis F. Crane served as the Chief Executive Officer of the Company
from September 1999 until his resignation in October 2001. He was a Director of 
the Company from 1987 to 2001 and was Chairman of the Board of Directors from   
October 1997 to 2001. Mr. Crane's remuneration as CEO was set annually by the   
Board of Directors upon recommendation by the Compensation Committee. The       
Compensation Committee sought to align Mr. Crane's base salary and annual       
incentives at a reasonable level in comparison to other companies in the        
Company's self-elected compensation peer group. Mr. Crane's base salary for     
fiscal year 2002 was established at $260,000 per year. Under the Annual         
Incentive Plan, Mr. Crane's incentive opportunity for fiscal 2002, was 100% of  
his base salary. Performance criteria for fiscal 2002 were based upon the budget
approved for the fiscal year ended March 31, 2002, additional earnings targets, 
and a discretionary assessment of Mr. Crane's contributions. On October 18,     
2002, Mr. Crane resigned. For further information regarding Mr. Crane's         
resignation, please see page 13 of the proxy statement.                         

         Section 162(m) of the Internal Revenue Code limits the deductibility of
certain compensation for the Chief Executive Officer and the additional four    
executive officers who were highest paid and employed at year end. The policy of
this Committee is to establish and maintain a compensation program that         
maximizes the creation of long-term value for stockholders. Action will be taken
to qualify compensation approaches to ensure deductibility except in those areas
where the Committee believes that stockholder interests are best served by      
retaining flexibility of approach.                                              

            COMPENSATION COMMITTEE

                Kenneth M. Jones, Chairman
         Jonathan Cartwright
      David M. Johnson
    Robert Waldrup

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VIII.                     AUDIT COMMITTEE REPORT                                

         The Audit Committee's principal functions are to recommend to the Board
of Directors each year the engagement of a firm of independent auditors, to     
review the Company's accounting and internal control systems and principal      
accounting policies, to recommend to the Company's Board of Directors, based on 
its discussions with the Company's management and independent auditors, the     
inclusion of the audited financial statements in the Company's Annual Report on 
Form 10-K and to oversee the entire independent audit function. The Company     
believes that each of the three members of the Audit Committee satisfy the      
requirements of the NASD as to independence, financial literacy and experience. 
During fiscal year 2002, the Company revised the Audit Committee charter, a copy
of which is attached hereto as Appendix B.                                      

        In connection with the Company's consolidated financial statements for
the fiscal year ended March 31, 2002, the Audit Committee has:                  

   .    reviewed and discussed the audited financial statements with
management;                                         

         .    discussed with the Company's independent auditors, Arthur Andersen
      LLP, the matters required to be discussed by Statements on
Auditing Standards No. 61; and                      

  .    received the written disclosures and the letter from Arthur
             Andersen LLP as required by Independence Standards Board Standard
     No. 1 and discussed with the auditors their independence.

      .    considered whether the provision of services by Arthur Andersen
      LLP not related to the audit of the Company's consolidated
        financial statements and the review of the Company's interim
   financial statements is compatible with maintaining the
independence of Arthur Andersen LLP.                

       Based on the review and discussions with the Company's management and
independent auditors, as set forth above, the Audit Committee recommended to the
Company's Board of Directors, and the Board of Directors has approved, that the 
audited financial statements be included in the Company's Annual Report on Form 
10-K for the fiscal year ended March 31, 2002, as filed with the SEC.           

                       Audit Committee

                                     Jonathan Cartwright, Chairman
                         Robert W. Waldrup
                        David M. Johnson

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IX.           RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS                  

   Arthur Andersen LLP ("Andersen") conducted the examination of the
Company's financial statements for the fiscal year ended March 31, 2002. During 
fiscal 2002, Andersen, billed the Company the following aggregate fees for the  
following services rendered:                                                    

                                                                [Download Table]
                                                                      
Audit Fees                                                 $360,000.00
Financial Information System Design & Implementation Fees  $     --   
All Other Fees                                             $118,250.00

         On July 10, 2002, the Company informed Andersen that it would no longer
be engaged as the Company's independent public accountants. Effective on July   
22, 2002, the Company has engaged KPMG LLP to serve as the Company's            
independent public accountants for 2003. Representatives of Andersen are        
expected to be present at the Annual Meeting with the opportunity to make a     
statement if they desire to do so and will be available to respond to           
appropriate questions.                                                          

        The decision to change accountants was approved by the Company's Board
of Directors upon the recommendation of the Audit Committee.                    

       Andersen's reports on the Company's consolidated financial statements
for the fiscal years ended March 31, 2002 and 2001, did not contain an adverse  
opinion or disclaimer of opinion, nor were they qualified or modified as to     
uncertainty, audit scope or accounting principles.                              

        During the Company's two most recent fiscal years and through July 10,
2002, there were no disagreements with Andersen on any matter of accounting     
principles or practices, financial statement disclosure, or auditing scope or   
procedure which, if not resolved to Andersen's satisfaction, would have caused  
them to make reference to the subject matter in connection with their report on 
the Company's financial statements for such years; and there were no reportable 
events, as listed in Item 304 (a)(1)(v) of Regulation S-K.                      

        During the Company's two most recent fiscal years and through July 22,
2002, the Company did not consult KPMG LLP with respect to the application of   
accounting principles to a specified transaction, either completed or proposed, 
or the type of audit opinion that might be rendered on the Company's financial  
statements, or any other matters or reportable events listed in the Items       
304(a)(2)(i) and (ii) of Regulation S-K.                                        

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X.                       Stock Performance Graph                                

  The following performance graph compares the yearly cumulative return on
the Company's Common Stock to the NASDAQ Stock Market (U.S. Companies) Index and
a peer group index of companies selected by the Company, over a five fiscal year
period ending on March 31, 2002. The peer group companies are Oceaneering       
International, Inc.; Petroleum Helicopters, Inc.; Tidewater, Inc.; Rowan        
Companies, Inc.; McDermott International, Inc.; and GulfMark Offshore, Inc. The 
graph assumes (i) the reinvestment of dividends, if any, and (ii) the value of  
the investment in the Company's Common Stock and each index to have been $100 at
March 31, 1997.                                                                 

 Comparison of Cumulative Stockholder Return 1997 - 2002

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* 
AMONG OFFSHORE LOGISTICS, INC. THE NASDAQ STOCK MARKET (U.S.) INDEX 
AND A PEER GROUP

[GRAPHIC] 

Offshore Logistics, Inc.                                                        

                         Cumulative Total Return
                          ------------------------------------------------------

                         3/97     3/98    3/99      3/00     3/01     3/02

Offshore Logistics, Inc.   100.00   124.22   72.66     86.72   155.08   134.69  
NASDAQ Stock Market        100.00   151.57  204.77    380.94   152.35   153.42  
(U.S.) Peer Group          100.00   126.32   70.88     86.09   101.12    99.07  

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XI.                         OTHER MATTERS                                       

On December 19, 1996, the Company acquired 49% of the common stock and
other significant economic interest in Bristow Aviation Holdings Limited        
("Bristow"), an English corporation, which holds all of the outstanding shares  
in Bristow Helicopter Group Limited ("BHGL"). Caledonia Industrial Services     
Limited ("CIS") is the beneficial owner of 1,752,754 shares of the Company's    
Common Stock (see "Security Ownership of Certain Beneficial Owners and          
Management"). CIS has also designated Peter N. Buckley and Jonathan H.          
Cartwright for nomination to the Company's Board of Directors, and they were    
duly elected in February 1997. Mr. Buckley is the Chairman of the Board of      
Directors and Mr. Cartwright is the Financial Director of Caledonia Investments,
plc ("Caledonia"), the holder of all the outstanding stock of CIS.              

    The transaction also included certain executory obligations of the parties
that remain in effect between the Company and CIS and its affiliates and certain
of which are described below. All such obligations were the result of arms'     
length negotiations between the parties that were concluded before Messrs.      
Buckley and Cartwright were nominated or elected to the Company's Board of      
Directors and are, in the view of the Company, fair and reasonable to the       
Company.                                                                        

     Caledonia holds $10.35 million of the Company's 6% Convertible Subordinated
Notes. The Company holds approximately $150 million principal amount of 13.5%   
subordinated unsecured loan stock debt of Bristow. Bristow had the right to     
defer payment of interest on that debt until January 31, 2002. Any deferred     
interest would also accrue interest at an annual rate of 13.5%. In January 1998,
the Company advanced $83.6 million to Bristow to refinance certain indebtedness 
of Bristow. The notes are secured and bear interest at 8.335%.                  

    In connection with the Bristow transaction, Caledonia and the Company also
entered into a Put/Call Agreement whereunder, upon giving specified prior       
notice, the Company has the right to buy all the Bristow shares held by         
Caledonia, who, in turn, has the right to sell such shares to the Company. Under
current United Kingdom law, the Company would be required, in order for Bristow 
to retain its operating license, to find a qualified European investor to own   
any Bristow shares it has the right to acquire under the Put/Call Agreement. Any
put or call of the Bristow shares will be subject to the approval of the Civil  
Aviation Authority.                                                             

    For as long as Caledonia owns its Bristow shares, Caledonia is entitled to
receive management fees from Bristow. The annual fees range from (Pounds)500,000
to (Pounds)900,000 and are payable for a maximum of seven years from the date of
acquisition.                                                                    

During fiscal 2002, the Company leased between twenty and twenty-five 
aircraft to Bristow on terms that provided for total lease payments of $17.1    
million. Bristow leased between five and seven of its aircraft to the Company   
for total lease payments of $3.5 million.                                       

Howard Wolf, a director of the Company, was until his resignation on  
January 22, 2001, the non-executive Chairman and a director of Tuskar Resources 
Plc ("Tuskar"), an Irish independent oil and gas exploration and development    
company. In January, 2001, a creditor of Tuskar applied to the High Court of    
Ireland for the winding up of Tuskar and on February 28, 2001, the High Court   
appointed a liquidator in the winding up of Tuskar. At the time the liquidator  
was appointed, Tuskar was a subsidiary of Allied Energy Limited ("Allied"),     
which owned approximately 50% of its issued share capital. At the time the      
liquidator was appointed, Allied was controlled by Camac International Limited  
("Camac"), a closely held company in which Mr. Wolf beneficially owned          
approximately 10% of the outstanding common stock, in addition to his holding of
less than 1% of the common stock of Tuskar. Mr. Wolf was also a director of     
Camac and Allied. The Company is a creditor of Tuskar in respect of helicopter  
services provided by a subsidiary of the Company in the ordinary course of      
business on an arms-length basis, at prices, and on terms, comparable to        
services provided to other customers.                                           

Section 16(a) Beneficial Ownership Reporting Compliance                         

Section 16(a) of the Exchange Act requires the Company's directors,   
officers, and certain beneficial owners (collectively, "Section 16 Persons") to 
file with the Securities and Exchange Commission and NASDAQ reports of          
beneficial ownership on Form 3 and reports of changes in ownership on Form 4 or 
5. Copies of all such reports are required to be furnished to the Company. To   
the knowledge of the Company, based solely on a review of the copies of         

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Section 16(a) reports furnished to the Company for the fiscal year ended March  
31, 2002, and other information, all filing requirements for the Section 16     
Persons have been complied with during or with respect to the fiscal year ended 
March 31, 2002.                                                                 

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Items of Business To Be Acted Upon at the Meeting                               

Item 1.  Election of Directors                                                  

The Board of Directors recommends that you vote for each of the following       
nominees:                                                                       

..     Peter N. Buckley                                                         
..     Stephen J. Cannon                                                        
..     Jonathan H. Cartwright                                                   
..     David M. Johnson                                                         
..     Kenneth M. Jones                                                         
..     Pierre H. Jungels, CBE                                                   
..     George M. Small                                                          
..     Ken C. Tamblyn                                                           
..     Robert W. Waldrup                                                        
..     Howard Wolf                                                              

      Biographical information about these nominees can be found on pages 3-4 of
this proxy statement.                                                           

Item 2.  Proposal To Ratify the Appointment of KPMG LLP as Independent Auditors 

   The Board of Directors, on the recommendation of the Audit Committee, has
appointed the firm of KPMG LLP as independent auditors for the Company for the  
fiscal year 2003. Stockholder approval or ratification of this selection is not 
required by law or the By-laws of the Company. Nevertheless, the Board has      
chosen to submit this matter to the stockholders for their ratification as a    
matter of good corporate practice. Of the shares represented and entitled to    
vote at the Annual Meeting, more votes must be cast in favor of than votes cast 
against the proposal to ratify the selection of KPMG LLP as the Company's       
independent auditors for the 2003 fiscal year, in order for this proposal to be 
adopted. Abstentions and broker nonvotes will not be counted either as a vote   
for or a vote against the proposal to ratify and approve the selection of KPMG  
LLP as the Company's independent auditors. If more votes are cast against this  
proposal than for, the Board of Directors will take such decision into          
consideration in selecting independent auditors for the Company.                

The Board recommends that you vote FOR ratifying the appointment of KPMG LLP as 
independent auditors for fiscal year 2003.                                      

Item 3.  Proposal to Amend the 1994 Plan.                                       

Summary of Amendment and Plan Provisions                                        

Proposed Amendment. At the Annual Meeting, the company will ask the   
stockholders to approve an amendment to the Offshore Logistics, Inc. 1994       
Long-Term Management Incentive Plan, as amended, (the "1994 Plan") increasing   
the authorized shares under the 1994 Plan by 1,000,000 shares (the "Amendment").
The Board of Directors has determined that the Amendment is desirable for the   
Company at this time inasmuch as only 62,802 shares remain available under the  
1994 Plan. The Company believes that stock-based incentive plans need to be an  
integral part of a compensation program to provide officers and other key       
employees with incentives to endeavor to achieve financial results consistent   
with the Company's long-range business plans and to encourage them to identify  
closely with stockholder interests. The 1994 Plan is designed to achieve these  
objectives and to provide a vehicle to attract and retain key employees who will
be responsible for advancing the business of the Company.                       

   The Amendment to the 1994 Plan will be approved if the votes cast for the
proposal exceed those cast against it. Abstentions and broker nonvotes will not 
be counted as votes for or against the proposal.                                

    The principal features of the 1994 Plan are summarized below. This summary
is qualified by reference to the full text of the 1994 Plan that is annexed as  
Appendix C to this proxy statement.                                             

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 General. Awards granted under the 1994 Plan may be in the form of stock
options, stock appreciation rights, restricted stock, deferred stock, other     
stock-based awards or any combination thereof within the limitations set forth  
in the 1994 Plan. The 1994 Plan provides that Awards may be made under the 1994 
Plan until December 9, 2004.                                                    

 Administration. Under the terms of the 1994 Plan, the 1994 Plan will be
administered by the Long-Term Incentive Plan Committee (the "Committee") of the 
Board of Directors, or by such other committee or subcommittee as may be        
appointed by the Board of Directors. Until the Board appoints any other         
committee or subcommittee, the 1994 Plan will be administered by the Committee. 
Under the terms of the 1994 Plan, the Committee can make such rules and         
regulations and establish such procedures for the administration of the 1994    
Plan as it deems appropriate.                                                   

Shares Available. The 1994 Plan, as amended with the approval of the  
stockholders, provided that the aggregate number of shares of the Company's     
Common Stock that may be subject to awards under the 1994 Plan cannot exceed    
1,900,000, subject to adjustment in certain circumstances to prevent dilution   
and that not more than 100,000 shares may be awarded to any participant during a
fiscal year. Only 62,802 shares presently remain available for awards under the 
1994 Plan. Hence, the Amendment would provide that an additional 1,000,000      
shares of the Company's Common Stock be authorized for awards under the 1994    
Plan. At the discretion of the Committee, the Company's Common Stock delivered  
under the 1994 Plan may be authorized and unissued shares, or shares issued and 
held in the treasury of the Company. Shares underlying awards that are canceled,
expired, forfeited or terminated shall again be available for the grant of      
additional awards within the limits provided by the 1994 Plan.                  

     Eligibility. The 1994 Plan provides for awards to officers and employees of
the Company and its subsidiaries and affiliates who are responsible for or      
contribute to the management, growth and profitability of the business of the   
Company, its subsidiaries and affiliates. As of the date of this proxy          
statement, there were approximately 30 officers and employees eligible to       
participate in the 1994 Plan. The executive officers of the Company named in the
Summary Compensation Table under the caption "Executive Compensation" herein    
have been, and continue to be, among the officers eligible to receive awards    
under the 1994 Plan. Messrs. Small and Crane also served as directors of the    
Company in the last fiscal year.                                                

Stock Options. Subject to the terms and provisions of the 1994 Plan,  
options to purchase Common Stock may be granted to officers or employees at any 
time and from time to time as determined by the Committee. Options may be       
granted as incentive stock options, which are intended to qualify for favorable 
treatment to the recipient under Federal tax law, or as non-qualified stock     
options, which do not qualify for this favorable tax treatment. Subject to the  
limits provided in the 1994 Plan, the Committee determines the number of options
granted to each recipient. No more than 800,000 shares cumulatively may be      
awarded upon exercise of Incentive Stock Options over the term of the 1994 Plan.
Each option grant shall be evidenced by a stock option agreement that specifies 
the option exercise price, whether the options are intended to be incentive     
stock options or non-qualified stock options, the duration of the options, the  
number of shares to which the options pertain and such additional limitations,  
terms and conditions as the Committee may determine.                            

The Committee determines the exercise price for each option granted,  
provided that, in the case of a non-qualified stock option, the option exercise 
price may not be less than 50 percent of the fair market value of a share of the
Company's Common Stock and, in the case of an incentive stock option, the option
exercise price may not be less than 100 percent of the fair market value of a   
share of the Company's Common Stock. As of July 23, 2002, the fair market value 
(as that term is defined under the 1994 Plan) of the Company's Common Stock was 
$17.90 per share.                                                               

All options granted under the 1994 Plan shall expire no later than ten
years from the date of grant. Subject to the limitations set forth in the 1994  
Plan, any option may be exercised by payment in cash, by surrendering shares of 
the Company's Common Stock already owned by the employee, by requesting the     
Company to withhold from the shares issuable upon exercise of the option that   
number of shares having a fair market value on the date of exercise equal to the
aggregate option exercise price, or a combination of cash and such shares, in   
each case in the manner provided in the option agreement.                       

   The 1994 Plan places limitations on the exercise of options under certain
circumstances upon or after the termination of employment or in the event of the
death, disability or retirement. At the discretion of the Committee, the        
agreement evidencing the award of stock options may contain additional          
limitations upon the exercise of options under such circumstances or may provide
certain limited rights to exercise such options under such circumstances. Stock 
options are nontransferable except by will or by the laws of descent and        
distribution or, in the case of non-qualified stock options, as otherwise       
expressly permitted under the option agreement. The granting of an option does  
not accord the recipient the                                                    

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rights of a stockholder, and such rights accrue only after the exercise of an   
option and the registration of shares of Common Stock in the recipient's name.  

The Committee may provide either at the time of an option grant or    
thereafter that, if an employee exercises all or part of the option (an         
"Original Option") by surrendering already owned shares of Common Stock in full 
or partial payment of the exercise price under such Original Option, the        
employee shall be granted another option (the "Replacement Option"), subject to 
the availability of shares of Common Stock under the 1994 Plan at the time of   
exercise. Each Replacement Option shall cover a number of shares of Common Stock
no greater than the number of shares of Common Stock equal to the fair market   
value of the Common Stock on the date of grant of the Replacement Option, may   
not be exercised for 6 months from the date it is granted and shall expire on   
the expiration date of the Original Option.                                     

    Options Granted to Date. The following table sets forth, as of the date of
this proxy statement, the number of options granted under the 1994 Plan since   
inception to the persons or groups named in the table. As of the date of this   
proxy statement, there has been no determination by the Board of Directors with 
respect to future awards under the 1994 Plan.                                   

                                                        [Enlarge/Download Table]

----------------------------------------------------------           Number of Securities            
                    Name and Position                             Underlying Options Granted         
----------------------------------------------------------  -----------------------------------------
                                                                                                     
George M. Small, President and Chief Executive Officer                      170,000                  
         and Nominee for Election as Director                                                        

Drury A. Milke, President, AirLog                                           112,500                  

Hans  J. Albert, Executive Vice President, Corporate                        120,000                  
         Development                                                                                 

Gene Graves, Vice President, Marketing                                      125,000                  

Louis F. Crane, Former Chairman of the Board and Chief                      160,000                  
         Executive Officer (1)                                                                       

Stephen J. Cannon, Nominee for Election as Director                           -0-                    

Jonathan H. Cartwright, Nominee for Election as Director                      -0-                    

David M. Johnson, Nominee for Election as Director                            -0-                    

Kenneth M. Jones, Chairman of the Board and Nominee for                      50,000                  
         Election as Director                                                                        

Pierre H. Jungels, Nominee for Election as Director                           -0-                    

Ken C. Tamblyn, Nominee for Election as Director                              -0-                    

Robert W. Waldrup, Nominee for Election as Director                           -0-                    

Howard Wolf, Nominee for Election as Director                                 -0-                    

All current executive officers as a group (2)                               894,000                  

All current directors who are not executive officers as a                     -0-                    
         group                                                                                       

All associates of directors, executive officers and                           -0-                    
         nominees for election as directors, as a group                                              
         (3)                                                                                         

All non-executive officer employees as a group                              944,500                  

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(1)  Mr. Crane resigned his positions as Chairman of the Board, Director, and   
Chief Executive Officer on October 18, 2001.                          

(2)  Excludes Mr. Crane, who ceased serving as an executive officer on October  
18, 2001.                                                             

(3)  The term "associate" means, with respect to such directors, executive      
officers or nominees for election as director, (1) any corporation or 
    organization (other than the Company or a majority owned subsidiary of the
   Company) of which such person is an officer or partner or is, directly or
indirectly, the beneficial owner of 10 percent or more of any class of
     equity securities; (2) any trust or other estate in which such person has a
substantial beneficial interest or as to which such person serves as  
    trustee or in a similar fiduciary capacity; and (3) any relative or spouse
  of such person, or any relative of such spouse, who has the same home as
  such person or who is a director or officer of the Company or any of its
subsidiaries.                                                         

    Stock Appreciation Rights. The Committee in its discretion may grant stock
appreciation rights under the 1994 Plan. A stock appreciation right entitles the
holder to receive from the Company upon exercise an amount equal to the excess, 
if any, of the aggregate fair market value of a specified number of shares of   
Common Stock that are the subject of such option or stock appreciation right    
over the aggregate exercise price for the underlying shares. The Committee in   
its discretion may also grant stock appreciation rights that become exercisable 
only upon a Change in Control of the Company (as defined in the 1994 Plan).     
These limited stock appreciation rights may be settled solely in cash.          

The Company may make payment of the amount to which the participant   
exercising stock appreciation rights is entitled by delivering shares of the    
Company's Common Stock, cash or combination of stock and cash as the Committee  
may determine. Stock appreciation rights are not transferable except by will or 
the laws of descent and distribution and are transferable only in conjunction   
with a permitted transfer of the option (if any) to which the stock appreciation
right relates and then and only then to the transferee of such option. Each     
stock appreciation right shall be evidenced by an award agreement that specifies
the date and terms of the award and such additional limitations, terms and      
conditions as the Committee may determine.                                      

   In the case of a Change of Control of the Company (as defined in the 1994
Plan), options and stock appreciation rights granted pursuant to the 1994 Plan  
become fully exercisable.                                                       

    Restricted Stock. The 1994 Plan provides for the award of shares of Common
Stock of the Company that are subject to certain restrictions ("Restricted      
Stock") provided in the 1994 Plan and as may be otherwise determined by the     
Committee. Except for these restrictions and any others imposed by the          
Committee, upon the grant of Restricted Stock the recipient will have rights of 
a stockholder with respect to the Restricted Stock, including the right to vote 
the Restricted Stock and to receive all dividends and other distributions paid  
or made with respect to the Restricted Stock. During the restriction period set 
by the Committee, the recipient may not sell, transfer, pledge, exchange or     
otherwise dispose of the Restricted Stock. Generally if the recipient's         
employment is terminated for any reason other than death, disability or         
retirement during the restriction period, an employee's Restricted Stock will be
forfeited; provided however, that the Committee may waive such forfeiture in its
discretion subject to the provisions of the 1994 Plan. In the case of a Change  
in Control of the Company (as defined in the 1994 Plan), and employee will      
receive the Restricted Stock free and clear of all restrictions. The Committee  
may provide for the lapse of the restrictions in installments and may accelerate
or waive such restrictions based on performance of the recipient or the Company,
the recipient's period of service, or on other criteria as the Committee may    
determine. Non-compliance with any of the restrictions will result in a         
forfeiture of the Restricted Stock. When the conditions of the Restricted Stock 
award established by the Committee are satisfied, the Company will deliver at   
the end of the restriction period stock certificates representing the shares of 
Common Stock that are no longer subject to any restrictions, except those       
restrictions required by applicable securities laws.                            

  Deferred Stock. The 1994 Plan authorizes the Committee to grant deferred
shares of Common Stock either in connection with other awards under the 1994    
plan or separately. The Committee may in its discretion condition the grant upon
the attainment of specified performance goals or other criteria. The Committee  
shall have the sole and complete authority to determine the duration of the     
period during which the receipt of Common Stock will be deferred and all other  
terms and conditions of the awards, subject to the provisions of the 1994 Plan. 

  In conjunction with the bonuses payable pursuant to the Annual Incentive
Plan, shares of Restricted Stock may be issued to participants in the Annual    
Incentive Plan who have elected to receive all or a portion of their annual     
incentive                                                                       

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bonuses in the form of Restricted Stock in lieu of cash. The terms of the       
Restricted Stock would typically be expected to include a provision that such   
shares fully vest at the conclusion of thirty months of continued service, with 
certain exceptions permitted in the event of retirement, disability, death or a 
change in control of the Company. Until the end of this restriction period, the 
shares cannot be transferred or encumbered. In recognition of the substantial   
risk assumed by the employee in terms of forfeiture of such restricted shares,  
as well as the associated market risk and deferral of economic benefits of      
current cash compensation, the Compensation Committee in the past has provided  
an incentive to encourage voluntary deferrals into stock in the form of an      
incremental amount of Restricted Stock equivalent to 20% of the cash award      
earned and similar or different incentives may be provided in the future.       

Awards Under the 1994 Plan. Because it is within the discretion of the
Committee to determine which officers and employees receive awards and the      
amount and type of awards received, it is not presently possible to determine   
the number of individuals to whom awards will be made in the future under the   
1994 Plan or the amount of the awards. See "Executive Compensation" for certain 
information on benefits under the 1994 Plan that have been provided to named    
executive officers.                                                             

     Amendment. The Board may at any time alter, amend, suspend or terminate the
1994 Plan in whole or in part. No such amendment or termination may impair the  
rights of any holder of outstanding awards without his or her consent, except   
for amendments made to cause the 1994 Plan to qualify for the exemption provided
by Rule 16b-3 under the Securities Exchange Act of 1934. The Committee may amend
any awards, but no amendment shall impair the rights of any holder with his or  
her consent except for amendments made to cause the award to qualify for the    
16b-3 exemption. Subject to these provisions, the Board may amend the 1994 Plan 
to take into account changes in law and tax and accounting rules as well as     
other developments, and to grant awards which qualify for beneficial treatment  
under such rules without stockholder approval.                                  

Federal Income Tax Consequences                                                 

    The following is a summary of certain federal income tax aspects of awards
made under the 1994 Plan, based upon the laws in effect on the date hereof. The 
discussion is general in nature and does not take into account a number of      
considerations which may apply in light of the particular circumstances of a    
participant under the 1994 Plan.                                                

   Non-Qualified Stock Options. With respect to non-qualified stock options:
(i) no income is recognized by the participant at the time the option is        
granted, (ii) generally, upon exercise of the option, the participant recognizes
ordinary income in an amount equal to the difference between the option price   
and the fair market value of the share on the date of exercise; and (iii) at    
disposition, any difference between the sale price and the fair market value of 
the shares on the date of exercise will be treated generally as capital gain or 
loss.                                                                           

    Incentive Stock Options. Generally, no taxable income is recognized by the
participant upon the grant of an incentive stock option ("ISO") or upon the     
exercise of an ISO during the period of his employment with the Company or one  
of its subsidiaries, or within three months (12 months, in the event of         
permanent and total disability, or the term of the option, in the event of      
death) after termination. An option exercised more than three months after an   
optionee's termination of employment other than upon death cannot qualify for   
the tax treatment accorded incentive stock options. Such option would be treated
as a non-qualified stock option instead. However, the exercise of an ISO may    
result in an alternative minimum tax liability to the participant. If the       
participant continues to hold the shares acquired upon exercise of an ISO for at
least two years from the date of grant and one year from the date of exercise,  
upon the sale of the shares any amount realized in excess of the option price   
will be taxed as long-term capital gain.                                        

   If Common Stock acquired upon the exercise of an ISO is disposed of prior
to the expiration of the one-year and two-year holding periods described above, 
the participant will generally recognize ordinary income in an amount equal to  
the excess, if any, of the fair market value of the shares on the date of       
exercise (or, if less, the amount realized on the disposition of the share) over
the option price. Any further gain recorded by the participant on such          
disposition will be taxed as short-term, mid-term or long-term capital gain     
depending on the period that the shares were held by the participant.           

     Stock Appreciation Rights. No income will be recognized by a participant in
connection with the grant of Stock Appreciation Rights ("SAR"). When an SAR is  
exercised, the participant will generally recognize as ordinary income in the   
year of exercise an amount equal to the amount of cash received plus the fair   
market value on the date of exercise of any shares received. If the participant 
receives Common Stock upon exercise of an SAR, rules similar to those described 
above under "Non-Qualified Stock Options" will apply with respect to the        
post-exercise appreciation.                                                     

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  Restricted Stock. A participant receiving stock generally will recognize
ordinary income in the amount of the fair market value of the restricted stock  
at the time the stock vests, less the consideration paid for the stock. However,
a participant may elect, under Section 83(b) of the Tax Code, to recognize      
ordinary income on the date of grant in an amount equal to the excess of the    
fair market of the shares on such date (determined without regard to the        
restrictions) over their purchase price. The holding period to determine whether
the participant has long-term, mid-term or short-term capital on a subsequent   
disposition of the shares generally begins when the restriction period expires, 
and the tax basis for such shares will generally be the fair market value of    
such shares on such date. If the participant has made an election under Section 
83(b), however, the holding period will commence on the date of grant, and the  
tax basis will be equal to the fair market value of the shares on such date     
(determined without regard to the restrictions).                                

Dividends paid on restricted stock prior to the date on which the     
forfeiture restrictions lapse generally will be treated as compensation that is 
taxable as ordinary income to the participant. If, however, the participant     
makes a Section 83(b) election with respect to the restricted stock, the        
dividends will be taxable as ordinary dividend income to the participant.       

Company Deduction. As general rule, the Company will be entitled to a 
deduction for federal income tax purposes at the same time and in the same      
amount than an employee recognizes ordinary income from Awards under the 1994   
Plan, to the extent such income is considered reasonable compensation under the 
Tax Code. Accordingly, no deduction is available to the Company upon the grant  
or exercise of an incentive stock option (although a deduction may be available 
if the employee sells the shares so purchased before the applicable holding     
period expires), whereas upon exercise of a non-qualified stock option, the     
Company is entitled to a deduction in an amount equal to the income recognized  
by the employee. The Company will not however, be entitled to a deduction to the
extent compensation in excess of $1 million is paid to an executive officer who 
was employed by the Company at year-end, unless the compensation qualifies as   
"performance based" under Section 162(m) of the Tax Code or certain other       
exceptions apply. In addition the Company will not be entitled to a deduction   
with respect to payments to employees which are contingent upon a change in     
control if such payments are deemed to constitute "excess parachute payments"   
under Section 280G of the Tax Code and do not qualify as reasonable compensation
pursuant to that Section; such payments will subject the recipients to a 20%    
excise tax.                                                                     

    Limit on Deductions. The Company's deduction may be limited (and employees
receiving awards may be subject to an excise tax) to the extent that benefits   
under the 1994 Plan become payable as a result of a Change in Control of the    
Company. Moreover, Section 162(m) of the Internal Revenue Code (the "Code")     
limits of deductibility of certain compensation of the Chief Executive Officer  
and the next four most highly compensated officers of publicly-held             
corporations. Compensation paid to these officers during a year in excess of $1 
million that is not performance-based would not be deductible on the Company's  
income tax return for that year. The Board of Directors will evaluate from time 
to time the relative benefits to the Company of any required changes in the 1994
Plan to qualify awards under it for deductibility under Section 162(m) of the   
Code.                                                                           

   For the reasons stated herein, the Board of Directors recommends that the
stockholders vote "FOR" the proposal to amend the 1994 Plan.                    

 VOTING OF THE PROXY

SHARES REPRESENTED BY ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS  
DIRECTED IN THE PROXIES. IF NO DIRECTION IS SPECIFIED, SUCH SHARES WILL BE VOTED
"FOR" THE NOMINEES, "FOR" THE RATIFICATION OF THE SELECTION OF THE COMPANY'S    
INDEPENDENT AUDITORS, AND "FOR" APPROVAL OF THE AMENDMENT TO THE 1994 PLAN.     

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 GENERAL

The cost of soliciting Proxies will be borne by the Company, and upon 
request, the Company will reimburse brokerage firms, banks, trustees, nominees  
and other persons for their out-of-pocket expenses in forwarding proxy materials
to the beneficial owners of the securities of the Company. The directors,       
officers and employees of the Company may, but without compensation other than  
regular compensation, solicit Proxies by telephone, telegraph, or personal      
interview.                                                                      

    Upon the written request of any stockholder entitled to vote at the Annual
Meeting, the Company will provide, without charge, a copy of the Company's      
Annual Report on Form 10-K for the fiscal year ended March 31, 2002. Any such   
request should be directed to H. Eddy Dupuis, Offshore Logistics, Inc., Post    
Office Box 5-C, Lafayette, Louisiana 70505. Requests from beneficial owners of  
shares of the Company must set forth a good faith representation that as of July
23, 2002, the requester was a beneficial owner of shares of the Company entitled
to vote at the Annual Meeting.                                                  

                                    By Order of the Board of Directors

                     /s/  H. Eddy Dupuis
                                         ---------------------------------------
                H. Eddy Dupuis
           Secretary

July 29, 2002                                                                   

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APPENDIX A

Offshore Logistics, Inc. Corporate Governance Guidelines

The Board of Directors has established guidelines that it follows in matters of 
corporate governance. The following is a summary of these guidelines.           

I.       Role of the Board                                                      

       The Directors are elected annually by the stockholders to oversee the
         actions and results of the Company's management. Their responsibilities
include the following:                                        

.   Providing general oversight of the business               
   .   Approving corporate strategy and major management initiatives
.   Providing oversight of legal and ethical conduct          
         .   Selecting, compensating and evaluating the performance of the chief
executive officer and senior management               
      .   Replacing the chief executive officer and senior management when
necessary                                             
.   Evaluating Board performance and processes                
.   Nominating, compensating and evaluating Directors         

II.      Independence of Directors                                              

Mix of Directors and Officer-Directors                        
There should always be a substantial majority of independent, 
       non-employee Directors. The chief executive officer should be a Board
      member. Other officers may from time to time be Board members but no
    officer other than the chief executive officer should expect to be
         elected to the Board by virtue of his or her office. There should be no
more than two current officers of the Company on the Board.   

Criteria for Qualification as Independent Director            
  The independence of each Director to make decisions based on the
    stockholders' best interests is paramount to being a member of the
       Board of Directors. A Director is considered independent if he or she
        is not an employee of the Company; has no material personal connection
  with the Company as a substantial customer; is not a significant
     supplier to the Company of goods and services; and does not receive
   compensation from the Company other than Director's compensation.
 Members of the Audit and Compensation Committees must also meet
      applicable independent tests of the Security and Exchange Commission
and the NASD.                                                 

Conflicts of Interest                                         
       Occasionally a Director's business or personal relationships may give
     rise to a material interest that conflicts, or appears to conflict,
       with the interest of the Company. The Board should be advised by each
       Director of all conflicts or potential conflicts of interest, as well
  as any situation that might appear to be a conflict of interest,
      involving such Director. The Board, after consultation with counsel,
         takes appropriate steps to ensure that all Directors voting on an issue
        are disinterested. In appropriate cases, the affected Director will be
    excused from discussion on the issue. To avoid any appearance of a
      conflict, Board decisions on certain matters of corporate governance
    are made solely by non-employee Directors. These include executive
       compensation, and the selection, evaluation, and removal of the chief
executive officer.                                            

III.     Composition of the Board                                               

Criteria for Selection                                        
         The Board seeks Directors with integrity and proven business management
   ability and a diverse mix of backgrounds, experiences, geography,
gender and ethnicity, including:                              

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        .     Active or retired chief executive officers and senior executives
.     International business experience                       
.     Energy or oil service company experience                
.     Aviation or logistics management experience             
.     Finance, accounting or banking experience               

Director Tenure                                               
       Subject to the Company's Certificate of Incorporation and Bylaws, the
following guidelines establish Director's tenure:             

    .     Directors will resign from the Board effective at the annual
              meeting of stockholders following their seventy-second birthday,
               unless two-thirds of the members of the Board determine otherwise
         .     Employee Directors will resign from the Board when they retire or
   otherwise cease to be active employees of the Company
    .     A non-employee Director who retires or changes principal job
       responsibilities will offer to resign from the Board. The
             Nominating Committee of the Board will assess the situation and
           recommend to the full Board whether to accept the resignation

IV.      Director Compensation and Equity Ownership                             

     The Compensation Committee, in association with the chief executive
        officer, annually reviews the compensation of the senior management of
       the Company as well as the compensation of Directors. Recommendations
         for change, if any, are then made to the full Board for final approval.
        Directors and senior management are expected to hold meaningful equity
       positions in the Company either through direct stock ownership or the
   ownership of options to acquire Company shares. A portion of each
     Director's annual compensation is in the form of options to acquire
        Company equity in order to better align the interests of Directors and
         stockholders. A Director who is also an officer of the Company does not
receive additional compensation for serving on the Board.     

V.       Responsibilities and Functions of the Board                            

Selection of Chairman and/or the Chief Executive Officer      
        The Board may combine the roles of the Chairman of the Board with that
      of the chief executive officer if it believes that this provides the
        most effective leadership model. The Board also recognizes that it may
      be desirable to assign these roles to different persons from time to
     time to ensure that the Board remains independent and responsive to
        stockholder interests. The Board annually reviews the effectiveness of
 the entire organization as well as the Board to ensure that the
stockholders' interests are being protected. The chair of the 
       Compensation Committee recommends to the Board an appropriate process
  by which the chairman and/or the chief executive officer will be
selected or replaced.                                         

Management Succession Planning                                
  The chief executive officer develops and maintains a process for
   advising the Board on succession planning for the chief executive
        officer and the other key leadership positions. He or she reviews this
        plan annually with the non-employee Directors, who are responsible for
overseeing the succession plans.                              

Evaluation of the Chief Executive Officer                     
The chair of the Compensation Committee leads the non-employee
        Directors annually in assessing the performance of the chief executive
  officer. The results of this review are discussed with the chief
executive officer and used by the Compensation Committee in   
establishing his or her compensation for the next year.       

      Assessment of Board Process and Performance; Advance Preparation for
Board Meetings                                                
     The Directors periodically assess the performance of the Board, its
      chairman, committees, and Board processes. The Chairman of the Board
  will ensure that all materials to be reviewed and/or items to be
       discussed by the Board are presented to each Director sufficiently in
        advance of meetings to allow for full and complete preparation by each
     Director. The Nominating Committee also reviews the preparation and
  contribution of individual Directors when considering whether to
recommend nominating directors for reelection.                

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Corporate Strategy                                            

      At least once each year, the Board, together with senior management,
       devotes an extended meeting to discussing and providing direction for
    the corporate strategic plan. Throughout the year, any significant
      corporate strategy decision is brought to the Board for approval. At
       each meeting, management will update the Board on the progress of the
corporate strategy.                                           

Executive Session of Directors                                

     At least twice a year, the non-employee Directors meet in executive
         session with the chief executive officer. In addition, the non-employee
         Directors meet alone at least once a year to review the chief executive
officer's performance and at other times as they see fit.     

VI.      Board Committees                                                       

Number, Structure and Independence                            

 The duties and membership of the Board appointed committees are
         described below. Only non-employee Directors may serve on the Audit and
   Compensation Committees. Members of the Audit Committee must also
         qualify as Independent Directors under the rules of the NASD. All other
     committees must have a majority of non-employee Directors, and only
    non-employee Directors may chair any committee, except that if the
 roles of chief executive officer and Chairman are combined, the
Chairman may chair the Executive Committee.                   

Functioning of Committees                                     

         Each committee's charter is determined and reviewed periodically by the
Board. Subject to the Company's bylaws, the Board may form new
     committees or disband a current committee (except for the Audit and
     Compensation Committees) as appropriate. The chair of the committee
    determines the frequency, length and agenda of committee meetings.

Committees                                                    

The current committees and their functions are shown below:   

Executive and Corporate Governance Committee                  

        The purpose of the Executive Committee is to serve as the link between
        the management of the Company and the Board of Directors under limited
         circumstances where the full Board is not available to meet in a timely
        fashion to deal with issues when time is of the essence. The Executive
        Committee will usually be composed of the Chairman of the Board and/or
chief executive officer and at least two of the longer-serving
    Directors of the Board. The Executive Committee will also have the
        responsibility for corporate governance and compliance with guidelines
issued by the Security and Exchange Commission. To the extent 
        practicable, all directors will be given advance notice of any meeting
        of the Executive Committee and will be invited to participate, if they
are available.                                                

Audit Committee                                               

      The duties of the Audit Committee are set out in the Audit Committee
       Charter and include recommending to the full Board the firm to engage
       as the Company's external auditor and reviewing the Company's audited
         financial statements with the management and the external auditors. The
         Audit Committee will meet with the external auditor during the planning
         phase of each annual audit and confirm the independence of the auditing
    firm. The chair of the Audit Committee will have the experience in
       accounting and financial reporting necessary to comply with the rules
        of the NASD as well an understanding of the compliance requirements of
      the Security and Exchange Commission. The other members of the Audit
     Committee will be able to read and understand fundamental financial
       statements, as required by the rules of the NASD. In order to protect
     the interests of stockholders, the chair will have the authority to
         request any information from the Company's management that is necessary
      for the Audit Committee and the Board to understand fully any action
        taken by the management. Further detailed responsibilities are set out
in the Audit Committee Charter and in the Corporate Director's
     Guidebook (third edition) prepared by the American Bar Association.

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Compensation Committee                                        

      The Compensation Committee establishes the compensation of executive
officers and administers the Company's stock option and stock 
      appreciation plans as well as the long-term incentive and management
         bonus programs. The Compensation Committee prepares an annual report on
       executive compensation to be included in the proxy statement relating
       to the annual meeting of the Company's stockholders. The chair of the
      Compensation Committee also leads the annual evaluation of the chief
        executive officer. If the Compensation Committee is composed solely of
         non-employee Directors within the meaning of Rule 16b-3(b)(3) under the
         Securities Exchange Act of 1934, as amended, the Compensation Committee
also will act as the Long-Term Incentive Plan Committee.      

Nominating Committee                                          

  The duties of the Nominating Committee include the review of the
        performance of the current Directors and the selection of the slate of
nominees to be recommended by the Board for election by the   
         stockholders. The Nominating Committee also recommends to the Board the
       Directors the nominees for membership of the various Board committees
and the nominees for the chair of such committees.            

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APPENDIX B

OFFSHORE LOGISTICS, INC.
 AUDIT COMMITTEE CHARTER

The Audit Committee is appointed by the Board to assist the Board in monitoring 
(1) the integrity of the financial statements of the Company, (2) the compliance
by the Company with legal and regulatory requirements as directed by the Board  
and (3) the independence and performance of the Company's internal and external 
auditors.                                                                       

The members of the Audit Committee shall meet the independence and experience   
requirements of the Nasdaq Stock Market, Inc. In particular, the Chairman of the
Audit Committee shall have accounting or related financial management expertise.
The members of the Audit Committee shall be appointed by the Board on the       
recommendation of the Nominating and Governance Committee.                      

The Audit Committee shall have the authority to retain special legal, accounting
or other consultants to advise the Committee. The Audit Committee may request   
any officer or employee of the Company or the Company's outside counsel or      
independent auditor to attend a meeting of the Committee or to meet with any    
members of, or consultants to, the Committee. The Audit Committee may also meet 
with the Company's investment bankers or financial analysts who follow the      
Company.                                                                        

The Audit Committee shall make regular reports to the Board.                    

The Audit Committee, to the extent it deems necessary or appropriate, shall:    

1.       In conjunction with the Company's General Counsel, review and assess   
       the adequacy of this Charter annually, recommend any proposed changes
 in this Charter to the Board for approval, and submit the Audit
      Committee Charter (with or without recommended changes) to the Board
annually for yearly review and approval.                      

2.       Review the annual audited financial statements with management,        
         including major issues regarding accounting and auditing principles and
       practices as well as the adequacy of internal financial controls that
could significantly affect the Company's financial statements.

3.       Review analyses prepared by management and the independent auditor of  
         significant financial reporting issues and judgments made in connection
       with the preparation of the Company's financial statements, including
  the selection, application and disclosure of critical accounting
 policies and analyses of the effect of alternative assumptions,
estimates or methods on the Company's financial statements.   

4.       Review with management and the independent auditor, the effect of      
    regulatory and accounting initiatives as well as off-balance sheet
structures on the Company's financial statements.             

5.       Review with management and the independent auditor the Company's       
      quarterly financial statements prior to the filing of its Form 10-Q,
   including the results of the independent auditor's reviews of the
quarterly financial statements.                               

6.       Meet periodically with management to review the Company's major        
        financial risk exposures and the steps management has taken to monitor
and control such exposures.                                   

7.       Review major changes to the Company's  auditing and accounting         
   principles and practices as suggested by the independent auditor,
internal auditors or management.                              

8.       Recommend to the Board the appointment or replacement of the           
        independent auditor, which firm is ultimately accountable to the Audit
Committee, the Board, and the Shareholders.                   

9.       Approve in advance the fees to be paid to the independent auditor for  
audit services.                                               

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10.      Review, on an ongoing basis, whether it is appropriate to implement    
       additional policies with respect to the Company's independent auditor
       and monitor compliance with the following policies established by the
Audit Committee and the Board:                                

  (a) The Company's independent auditor will be disbarred from the
    provision of all non-audit services to the Company, except for the
provision of tax advice, the amount of such tax services to be
determined by the Audit Committee and specified in the Audit  
Committee's Statement of Audit Operational Principles.        

         (b) The Company's independent auditor shall be considered for rotation,
       pursuant to an invitation to tender, on such rotation schedule as the
  Audit Committee shall recommend to the Board and the Board shall
approve.                                                      

   (c) If the Company's incumbent independent auditor is retained to
continue to act following the end of a specified rotation, the
      independent auditor's audit partner and lead manager for the Company
       shall be rotated from those individuals who are then serving in those
 positions, which rotation of personnel shall be reviewed by the
Committee.                                                    

11.      Receive annual reports from the independent auditor regarding the      
     auditor's independence consistent with Independence Standards Board
         Standard 1, discuss such reports with the auditor, consider whether the
    provision of non-audit services is compatible with maintaining the
      Auditor's independence and, if so determined by the Audit Committee,
  take or recommend that the full Board take appropriate action to
oversee the independence of the auditor.                      

12.      Evaluate together with the Board the performance of the independent    
auditor.                                                      

13.      Review information from the Company's Chief Financial Officer with     
      respect to (a) any former employee of any independent auditor of the
 Company who subsequently is employed by the Company and (b) any
     employee of the Company who is subsequently employed by any then or
      former independent auditor of the Company and recommend to the Board
         any appropriate guidelines for the Company's hiring of employees of the
         independent auditor who were engaged on the Company's account. Consider
       whether any services or benefits provided without cost to the Company
       or its employees by the Company's independent auditor are appropriate
     and whether specific limitations should be implemented with respect
thereto.                                                      

14.      Make inquiry of the national office of the independent auditor as to   
         whether there were issues on which they were consulted by the Company's
audit team and matters of audit quality and consistency.      

15.      Review the appointment and replacement of the senior internal auditing 
executive, if any                                             

16.      Review the significant reports to management prepared by the internal  
auditing department and management's responses, if any.       

17.      Meet with the independent auditor prior to the audit to review the     
planning and staffing of the audit.                           

18.      Obtain from the independent auditor assurance that Section 10A of the  
Securities Exchange Act of 1934 has not been implicated.      

19.      Review with the Company's Chief Financial Officer and the Company's    
       independent auditor, at least annually and prior to the filing of the
     Company's Form 10-K, the legal entity structure of the Company, its
subsidiaries, affiliates, joint ventures and investments.     

20.      Consider the advisability of the provision of an internal audit        
      function, make recommendations to the Board in connection therewith,
      and, to the extent an internal audit function is implemented, review
      the internal audit program prepared by management in connection with
the internal audit function.                                  

21       Obtain reports from management, the Company's senior internal auditing 
   executive, if any, and the independent auditor that the Company's
subsidiary/foreign affiliated entities are in conformity with 
    applicable legal requirements including disclosures of insider and
affiliated party transactions.                                

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22.      Discuss with the independent auditor the matters required to be        
     discussed by Statement on Auditing Standards No. 61 relating to the
conduct of the audit.                                         

23.      Review with management and the independent auditor any correspondence  
         with regulators or governmental agencies and any employee complaints or
       published reports which raise material issues regarding the Company's
financial statements or accounting policies.                  

24       Review with the independent auditor any problems or difficulties the   
        auditor may have encountered and any management letter provided by the
       auditor and the Company's response to that letter. Such review should
include:                                                      

       (a)     Any difficulties encountered in the course of the audit work,
                 including any restrictions on the scope of activities or access
                 to required information, and any disagreements with management.

   (b)     Any changes required in the planned scope of the internal
audit, if any.                                

    (c)     The internal audit department responsibilities, budget and
staffing, if any.                             

25.      Review and approve the report (drafted by Management on the Committee's
       behalf) required by the rules of the Security and Exchange Commission
to be included in the Company's annual proxy statement.       

26.      Advise the Board with respect to the Company's policies and procedures 
regarding compliance with applicable laws and regulations.    

27.      Review with the Company's General Counsel, at least annually and prior 
        to the filing of the Company's Form 10-K, legal and regulatory matters
  that may have a material impact on the financial statements, the
     Company's compliance policies and any material reports or inquiries
received from regulators or governmental agencies.            

28.      Meet with the chief financial officer, the senior internal auditing    
      executive, if any, and the independent auditor in separate executive
sessions.                                                     

While the Audit Committee has the responsibilities and powers set forth in this 
charter, it is not the duty of the Audit Committee to plan or conduct audits or 
to determine that the Company's financial statements are complete and accurate  
and are in accordance with generally accepted accounting principles. These are  
the responsibilities of management and the independent auditor.                 

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APPENDIX C

OFFSHORE LOGISTICS, INC.

1994 LONG-TERM MANAGEMENT INCENTIVE PLAN
(as amended)

 ARTICLE I

 GENERAL

       SECTION 1.1 Purpose. The purpose of the Plan is to enable the Company
to attract, retain and motivate officers and employees and to provide the       
Company, its Affiliates and its subsidiaries with the ability to provide        
incentives more directly linked to the profitability of the Company, its        
businesses and increases in stockholder value.                                  

        SECTION 1.2 Definitions. For purposes of the Plan, the following terms
are defined as set forth below:                                                 

        (a)  "Affiliate" means a corporation or other entity controlled by the
Company and designated by the Committee as such.    

       (b)  "Agreement" means the written agreement governing an Award under
              the Plan, in a form approved by the Committee, which shall contain
         terms and conditions not inconsistent with the Plan and which
shall incorporate the Plan by reference.            

         (c)  "Award" means a Stock Appreciation Right, Stock Option, Restricted
              Stock, Deferred Stock, Other Stock-Based Award or a combination of
any of these.                                       

(d)  "Board" means the Board of Directors of the Company.     

      (e)  "Cash Plan" means the Offshore Logistics, Inc. Annual Incentive
             Compensation Plan, as adopted by the Board effective December 31,
           1993, subject to approval of the Stockholders of the Company at
the 1994 Annual Meeting.                            

(f)  "Cause" has the meaning set forth in Section 2.3(f).     

 (g)  "Change in Control" and "Change in Control Price" have the
     meanings set forth in Sections 6.2 and 6.3, respectively.

      (h)  "Code" means the Internal Revenue Code of 1986, as amended from
time to time, including any successor thereto.      

       (i)  "Commission" means the Securities and Exchange Commission or any
successor agency.                                   

  (j)  "Committee" means the Committee referred to in Section 1.3.

        (k)  "Company" means Offshore Logistics, Inc., a Delaware corporation.

       (l)  "Date of Award" means the date of the Award of the Stock Option,
             Stock Appreciation Right, Restricted Stock, Deferred Stock and/or
             Other Stock-Based Award as set forth in the applicable Agreement.

(m)  "Deferred Stock" means an Award granted under Article IV.

         (n)  "Disability" shall have the same meaning as such term or a similar
         term has in the long-term disability policy maintained by the
              Company, an Affiliate or a subsidiary thereof, for the Participant
       and in effect on the date of the onset of the Participant's
         Disability, unless the Committee determines otherwise, in its
         discretion, and sets forth an alternative definition or other
              means of determining when a Disability shall be deemed to occur in
the applicable Agreement.                           

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       (o)  "Disinterested Person" means a member of the Board who qualifies
              as a disinterested person as defined in Rule 16b-3, as promulgated
      by the Commission under the Exchange Act, or any successor
definition adopted by the Commission.               

   (p)  "Exchange Act" means the Securities Exchange Act of 1934, as
 amended from time to time, and any successor thereto.

       (q)  "Fair Market Value" means, except as provided in Sections 2.3(g)
              and (h) and 2.4 (b)(iv)(2), as of any given date, the mean between
            the highest and lowest reported sales prices of the Stock on the
            New York Stock Exchange Composite Tape or, if not listed on such
            exchange, on any other national securities exchange on which the
            Stock is listed or on NASDAQ, or, in the event that the Stock is
         not quoted on any such system, the average of the closing bid
        prices per share of the Stock as furnished by a professional
      marketmaker making a market in the Stock designated by the
           Committee. If there is no regular public trading market for the
            Stock, the Fair Market Value of the Stock shall be determined by
the Committee in good faith.                        

         (r)  "Incentive Stock Option" means any Stock Option intended to be and
           designated as an "incentive stock option" within the meaning of
Section 422 of the Code.                            

        (s)  "Non-Employee Director" means a member of the Board who qualifies
         as a Non-Employee Director as defined in Rule 16b-3(b)(3), as
        promulgated by the Commission under the Exchange Act, or any
successor definition adopted by the Commission.     

         (t)  "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.                             

       (u)  "Other Stock-Based Award" means an Award under Article V that is
             valued in whole or in part by reference to, or is otherwise based
on, Stock.                                          

   (v)  "Outstanding Stock Option" means a Stock Option granted to a
              Participant which has not yet been exercised and which has not yet
         expired or been cancelled or forfeited in accordance with its
terms.                                              

   (w)  "Participant" means any employee who has met the eligibility
            requirements set forth in Section 1.4 and to whom an outstanding
Award has been made under the Plan.                 

(x)  "Plan" means the Offshore Logistics, Inc. 1994 Long-Term 
           Management Incentive Plan, as set forth herein and as hereafter
amended from time to time.                          

   (y)  "Restricted Stock" means an Award granted under Article III.

(z)  "Retirement" shall mean the resignation or Termination of
       Employment after attainment of age 60, unless the Committee
    determines otherwise in its discretion and sets forth an
     alternative definition or other means of determining when
Retirement shall be deemed to occur.                

      (aa) "Rule 16b-3" means Rule 16b-3, as promulgated by the Commission
             under Section 16(b) of the Exchange Act, and as amended from time
to time.                                            

   (bb) "Stock" means common stock, par value $.01 per share, of the
Company.                                            

     (cc) "Stock Appreciation Right" means a right awarded under Section
2.4.                                                

(dd) "Stock Option" means an option awarded under Article II. 

(ee) "Termination of Employment" means the termination of the 
           Participant's employment with the Company and any subsidiary or
             Affiliate. A Participant employed by a subsidiary or an Affiliate
            shall also be deemed to incur a Termination of Employment if the
     subsidiary or Affiliate ceases to be such a subsidiary or
       Affiliate, as the case may be, and the Participant does not
       immediately thereafter become an employee of the Company or
another subsidiary or Affiliate.                    

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    In addition, certain other terms used in the Plan have definitions
given to them in the first place in which they are used.                        

        SECTION 1.3 Administration of the Plan. The Plan shall be administered
by the Long-Term Incentive Plan Committee of the Board or such other committee  
or subcommittee of the Board, composed of not fewer than two Non-Employee       
Directors, each of whom shall be appointed by and serve at the pleasure of the  
Board.                                                                          

       The Committee shall have plenary authority to make Awards pursuant to
the terms of the Plan to officers and employees of the Company and its          
subsidiaries and Affiliates.                                                    

        Among other things, the Committee shall have the authority, subject to
the terms of the Plan:                                                          

      (a)  to select from among the class of eligible persons specified in
           Section 1.4 below the officers and employees to whom Awards may
from time to time be granted;                       

       (b)  to determine whether and to what extent Incentive Stock Options,
              Non-Qualified Stock Options, Stock Appreciation Rights, Restricted
     Stock, Deferred Stock and Other Stock-Based Awards or any
 combination thereof are to be granted under the Plan;

       (c)  to determine the number of shares of Stock to be covered by each
Award;                                              

         (d)  to determine the terms and conditions of any Award, including, but
       not limited to, the Stock Option exercise price (subject to
       Section 2.2), any vesting restriction or limitation and any
             vesting acceleration or forfeiture waiver regarding any Award and
              the shares of Stock relating thereto, based on such factors as the
Committee shall determine;                          

        (e)  to modify, amend or adjust the terms and conditions of any Award,
            at any time or from time to time, including, but not limited to,
            with respect to performance goals and measurements applicable to
       performance-based Awards pursuant to the terms of the Plan;

         (f)  to determine to what extent and under what circumstances Stock and
             other amounts payable with respect to an Award shall be deferred;
and                                                 

  (g)  to determine under what circumstances a Stock Option may be
settled in cash or Stock under Section 2.3(g).      

        The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall   
from time to time deem advisable, to interpret the terms and provisions of the  
Plan and any Award issued under the Plan (and any Agreement relating thereto)   
and to otherwise supervise the administration of the Plan.                      

         The Committee may act only by a majority of its members then in office,
except that the members thereof may (i) delegate to any officer of the Company  
the authority to make decisions pursuant to Section 2.3(a), (c), (f), Section   
3.3, Section 3.4, Section 4.2 (provided that no such delegation may be made that
would cause Awards or other transactions under the Plan to cease to comply with 
the conditions for exemption from Section 16(b) of the Exchange Act and Rule    
16b-3 thereunder) and (ii) authorize any one or more of their number or any     
officer of the Company to execute and deliver documents on behalf of the        
Committee.                                                                      

    Any determination made by the Committee or pursuant to delegated
authority pursuant to the provisions of the Plan with respect to any Award shall
be made in the sole discretion of the Committee or such delegate at the time of 
the Award or, unless in contravention of any express term of the Plan, at any   
time thereafter. All decisions made by the Committee or any appropriately       
delegated officer pursuant to the provisions of the Plan shall be final and     
binding on all persons, including the Company and Plan Participants.            

       Any authority granted to the Committee may also be exercised by the
full Board, except to the extent that the grant or exercise of such authority   
would cause any Award or transaction to become subject to (or lose an exemption 
under) the short-swing profit recovery provisions of Section 16 of the Exchange 
Act. To the extent that any permitted action taken by the Board conflicts with  
action taken by the Committee, the Board action shall control.                  

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         SECTION 1.4 Eligible Persons Officers and employees of the Company, its
subsidiaries and Affiliates who are responsible for or contribute to the        
management, growth and profitability of the business of the Company, its        
subsidiaries and Affiliates are eligible for Awards under the Plan; however, no 
Award shall be made to a director who is not an officer or a salaried employee  
of the Company or one of its subsidiaries or Affiliates.                        

      SECTION 1.5 Stock Subject to the Plan. The total aggregate number of
shares of Stock that may be distributed under the Plan (whether reserved for    
issuance upon grant of Stock Options or Stock Appreciation Rights or granted as 
Restricted Stock, Deferred Stock or an Other Stock-Based Award) shall be        
1,900,000, subject to adjustment pursuant to the terms of Section 6.4 of the    
Plan. In addition to the limitation set forth above, no more than 800,000 shares
of Stock shall be cumulatively available for the grant of Incentive Stock       
Options over the entire term of the Plan. The shares of Stock shall be made     
available from authorized but unissued shares or shares issued and held in the  
treasury of the Company. The delivery of shares of Stock upon exercise of a     
Stock Option, Stock Appreciation Right or Other Stock-Based Award in any manner 
and the vesting of shares of Restricted Stock or Deferred Stock shall result in 
a decrease in the number of shares that thereafter may be issued for purposes of
this Plan, by the net number of shares as to which the Stock Option, Stock      
Appreciation Right or Other Stock-Based Award is exercised or by the number of  
shares of Restricted Stock or Deferred Stock that vest. Shares of Restricted    
Stock or Deferred Stock that are forfeited and shares of Stock with respect to  
which Stock Options (and related Stock Appreciation Rights, if any) expire, are 
cancelled without being exercised or otherwise terminate without being          
exercised, or Stock Appreciation Rights exercised for cash, shall not be deemed 
awarded for purposes of this Section and shall again be available for           
distribution in connection with Awards under the Plan. To the extent not        
specified above, the Committee shall have the discretion to determine the manner
in which shares shall be counted for purposes of calculating the number of      
shares available for distribution in connection with Awards under the Plan.     

    SECTION 1.6 Agreements. Each Agreement (a) shall state the Date of
Award and the name of the Participant, (b) shall specify the terms of the Award,
(c) shall be signed by the Participant and a person designated by the Committee,
(d) shall incorporate the Plan by reference and (e) shall be delivered to the   
Participant. The Agreement shall contain such other terms and conditions as are 
required by the Plan and, in addition, such other terms not inconsistent with   
the Plan as the Committee may deem advisable.                                   

 SECTION 1.7 Limit on Annual Grants to Participants. The maximum
aggregate number of shares of Stock that may be awarded under the Plan to any   
Participant (whether reserved for issuance upon grant of Stock Options or Stock 
Appreciation Rights or granted as Restricted Stock, Deferred Stock or other     
Award) during any fiscal year is 100,000.                                       

ARTICLE II

PROVISIONS APPLICABLE TO STOCK OPTIONS

         SECTION 2.1 Grants of Stock Options. Stock Options may be granted alone
or in addition to other Awards under the Plan and may be of two types: Incentive
Stock Options and Non-Qualified Stock Options. Any Stock Option granted under   
the Plan shall be in such form as the Committee may from time to time approve.  
The Committee shall have the authority to grant Incentive Stock Options,        
Non-Qualified Stock Options or both types of Stock Options (in each case with or
without Stock Appreciation Rights). Incentive Stock Options may be granted only 
to employees of the Company and its subsidiaries (within the meaning of Section 
424(f) of the Code). To the extent that any Stock Option is not designated as an
Incentive Stock Option or even if so designated does not qualify as an Incentive
Stock Option, it shall constitute a Non-Qualified Stock Option.                 

     Each Stock Option shall be evidenced by an Agreement, the terms and
provisions of which may differ. The Agreement shall specify the number of Stock 
Options granted, the exercise price of such Stock Options, whether such Stock   
Options are intended to be Incentive Stock Options or Non-Qualified Stock       
Options and the period during which such Stock Options may be exercised and     
shall contain such other provisions as the Committee may determine. The Company 
shall notify a Participant of any Award of a Stock Option, and a written option 
Agreement or Agreements shall be duly executed and delivered by the Company and 
the Participant. Such Agreement or Agreements shall become effective upon       
execution by the Participant.                                                   

        Stock options granted under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions as  
the Committee shall deem desirable.                                             

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      SECTION 2.2 Exercise Price. At the time the Stock Option is granted,
the Committee shall establish the per share exercise price for each Stock Option
granted, except that the exercise price with respect to Non-Qualified Stock     
Options shall not be less than 50% of the Fair Market Value of a share of Stock 
on the Date of Award and except that, with respect to an Incentive Stock Option,
the exercise price shall not be less than 100% of the Fair Market Value of a    
share of Stock on the Date of Award. The exercise price will be subject to      
adjustment in accordance with the provisions of Section 6 of the Plan.          

SECTION 2.3 Exercise of Stock Options.                        

         (a)  Exercisability. Except as otherwise provided herein, Stock Options
          shall be exercisable at such time or times and subject to such
            terms and conditions as shall be determined by the Committee. If
            the Committee provides that any Stock Option is exercisable only
     in installments, the Committee may at any time waive such
          installment exercise provisions, in whole or in part, based on
         such factors as the Committee may determine. In addition, the
          committee may at any time, in whole or in part, accelerate the
exercisability of any Stock Option.                 

         (b)  Option Period. The term of each Stock Option shall be fixed by the
            Committee, but no Stock Option shall be exercisable more than 10
years after the Date of Award of the Stock Option.  

     (c)  Method of Exercise. Subject to the provisions of this Section,
            Stock Options may be exercised, in whole or in part, at any time
              during the option term by giving written notice of exercise to the
           Company specifying the number of shares of Stock subject to the
         Stock Option to be purchased. The option price of Stock to be
          purchased upon exercise of any Option shall be paid in full in
            cash (by certified or bank check or such other instrument as the
         Company may accept) or, if and to the extent set forth in the
    option Agreement, may also be paid by one or more of the
             following: (i) in the form of unrestricted Stock already owned by
             the optionee (and, in the case of the exercise of a Non-Qualified
         Stock Option, Restricted Stock subject to an Award hereunder)
            based in any such instance on the Fair Market Value of the Stock
          on the date the Stock Option is exercised; provided, that such
            stock has been held by the optionee for at least six months, and
              provided, further, that, in the case of an Incentive Stock Option,
              the right to make a payment in the form of already owned shares of
        Stock may be authorized only at the time the Stock Option is
        granted; (ii) by requesting the Company to withhold from the
             number of shares of Stock otherwise issuable upon exercise of the
              Stock Option that number of shares having an aggregate fair market
             value on the date of exercise equal to the exercise price for all
          of the shares of Stock subject to such exercise; or (iii) by a
           combination thereof, in each case in the manner provided in the
          option Agreement. If payment of the option exercise price of a
              Non-Qualified Stock Option is made in whole or in part in the form
             of Restricted Stock, the number of shares of Stock to be received
             upon such exercise shall equal the number of shares of Restricted
            Stock used for payment of the option exercise price and shall be
     subject to the same forfeiture restrictions to which such
            Restricted Stock was subject, unless otherwise determined by the
Committee.                                          

              In the discretion of the Committee, payment for any shares subject
             to a Stock Option may also be made in such other manner as may be
            authorized from time to time by the Committee, including without
             limitation (i) payment in the form of an installment note or (ii)
             payment made by delivering a properly executed exercise notice to
              the Company, together with a copy of irrevocable instructions to a
           broker to deliver promptly to the Company the amount of sale or
      loan proceeds to pay the purchase price. To facilitate the
            foregoing, the Company may enter into agreements for coordinated
procedures with one or more brokerage firms.        

           No shares of Stock shall be issued until full payment therefore
     has been made and a Participant shall have no rights as a
            stockholder of the Company with respect to Stock subject to such
      option before the issuance of the shares of Stock upon the
exercise of the option.                             

          (d) Limited Transferability of Stock Options. No Stock Option shall be
              transferable by the optionee other than (i) by will or by the laws
 of descent and distribution; or (ii) in the case of a
              Non-Qualified Stock Option, as otherwise expressly permitted under
       the applicable option agreement including, if so permitted,
            pursuant to a gift to such optionee's spouse, children, or other
           family members, whether directly or indirectly or by means of a
         trust or partnership or otherwise. All Stock Options shall be
       exercisable, subject to the terms of this Plan, only by the
              optionee, the guardian or legal representative of the optionee, or
         any person to whom such option is transferred pursuant to the
              preceding sentence, it being understood that the term "holder" and
            "optionee" include such guardian, legal representative and other
transferee.                                         

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         (e)  Forfeiture of Options Upon Termination of Employment for Cause. If
       a Participant's employment ends because of a Termination of
   Employment for Cause, then unless the Committee, in its
            discretion, determines otherwise, all Outstanding Stock Options,
           whether or not then vested, shall terminate effective as of the
date of such Termination of Employment.             

      (f)  Exercise in the Event of Termination of Employment, Retirement,
            Death or Permanent Disability. If (i) there occurs a Termination
       of Employment by reason of the voluntary termination by the
       Participant or the termination by the Company or any of its
 Affiliates or subsidiaries (other than for Cause) the
           Participant's Outstanding Stock Options may be exercised to the
       extent then exercisable or on such accelerated basis as the
            Committee may determine, until the earlier of three months after
         the date of such termination (or such longer period as may be
    determined by the Committee in its discretion before the
            expiration of such three-month period) or the expiration of such
         Stock Options, (ii) a Participant dies during a period during
         which his Stock Options could have been exercised by him, his
    Outstanding Stock Options may be exercised to the extent
            exercisable at the date of death or on such accelerated basis as
             the Committee may determine, by the person who acquired the right
             to exercise such Stock Options by will or the laws of descent and
           distribution until the earlier of one year after such death (or
            such longer period as may be determined by the Committee, in its
             discretion, before the expiration of such one-year period) or the
        expiration of such Stock Options and (iii) the Disability or
          Retirement of the Participant occurs, then the Participant may
            exercise his Outstanding Stock Options to the extent exercisable
              upon date of the onset of such Disability or Retirement or on such
       accelerated basis as the Committee may determine, until the
             earlier of one year after such date (or such longer period as may
       be determined by the Committee in its discretion before the
         expiration of such one-year period) or the expiration of such
            Stock Options. Unless otherwise determined by the Committee, for
             the purposes of the Plan "Cause" shall mean cause as such term or
            a similar term is defined in any employment agreement applicable
              to the Participant, or if there is no such employment agreement or
             if such employment agreement contains no such term, (i) a failure
           or refusal by a Participant to substantially perform a material
           duty of such Participant's employment or (ii) the commission by
              the Participant of a felony or the perpetration by the Participant
             of a dishonest act or common law fraud against the Company or any
            Affiliate or subsidiary thereof. Upon the occurrence of an event
           described in clauses (i), (ii) or (iii) of this Section 2.3(f),
             unless the Committee accelerates vesting, all rights with respect
         to Stock Options that are not vested as of such event will be
         relinquished. Anything in this Section 2.3(f) to the contrary
           notwithstanding, no Stock Option shall be exercisable after the
           earlier to occur of (i) the expiration of the option period set
              forth in the applicable Agreement or (ii) the tenth anniversary of
              the Date of Award thereof. If the optionee's employment terminates
         due to death, Disability or Retirement, if an Incentive Stock
            Option is exercised after the expiration of the exercise periods
          that apply for purposes of Section 422 of the Code, such Stock
              Option will thereafter be treated as a Non-Qualified Stock Option.

         (g)  Buy Out of Stock Option. On or before receipt of written notice of
           exercise, the Committee may elect to buy out all or part of the
            portion of the shares of Stock for which a Stock Option is being
         exercised by paying the optionee an amount, in cash or Stock,
              equal to the excess of the Fair Market Value of the Stock over the
             option price times the number of shares of Stock for which to the
            option is being exercised on the effective date of such buy out.

         (h)  Change in Control Cash Out. Notwithstanding any other provision of
         the Plan, during the 60-day period from and after a Change in
       Control (the "Exercise Period"), unless the Committee shall
            determine otherwise at the time of Award, an optionee shall have
           the right (whether or not the Stock Option is fully exercisable
              and in lieu of the payment of the exercise price for the shares of
             Stock being purchased under the Stock Option) by giving notice to
           the Company, to elect (within the Exercise Period) to surrender
         all or part of the Stock Option to the Company and to receive
          cash, within 30 days of such notice, in an amount equal to the
             amount by which the Change in Control Price per share of Stock on
            the date of such election shall exceed the option exercise price
              (the "Spread") multiplied by the number of shares of Stock granted
           under the Stock Option as to which the right granted under this
         Section 2.3(h) shall have been exercised. Notwithstanding the
           foregoing, if any right granted pursuant to this Section 2.3(h)
     would make a Change in Control transaction ineligible for
             pooling-of-interests accounting under APB No. 16 that but for the
     nature of such grant would otherwise be eligible for such
         accounting treatment, the Committee shall have the ability to
             substitute for the cash payable pursuant to such right Stock with
         a Fair Market Value equal to the cash that would otherwise be
payable hereunder.                                  

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        (i)  Replacement Options. The Committee may provide either at the time
              of Award or subsequently that a Stock Option includes the right to
           acquire a replacement option. A Stock Option which provides for
            the Award of a replacement option shall entitle the Participant,
              upon exercise of the Stock Option (in whole or in part) before the
            Termination of Employment of the Participant and satisfaction of
    the option exercise price in shares of Stock held by the
            Participant, to receive a replacement option. In addition to any
           other terms and conditions the Committee deems appropriate, the
           replacement option shall be subject to the following terms: the
          number of shares of Stock shall not exceed the number of whole
           shares used to satisfy the exercise price of the original Stock
          option and the number of whole shares, if any, withheld by the
              Company as payment for withholding taxes, the Date of Award of the
      replacement option will be the date of the exercise of the
            original Stock Option, the replacement option exercise price per
            share shall be the Fair Market Value on the Date of Award of the
              replacement option, the replacement option shall be exercisable no
              earlier than six months after the Date of Award of the replacement
            option, the term of the replacement option will terminate on the
              same date that the original Stock Option would have terminated had
       it not been exercised and the replacement option shall be a
              Non-Qualified Stock Option and shall otherwise meet all conditions
of the Plan.                                        

SECTION 2.4  Stock Appreciation Rights.                       

      (a)  Grant and Exercise. Stock Appreciation Rights may be awarded in
              conjunction with all or part of any Stock Option awarded under the
         Plan or separately and without reference to any related Stock
            Option. In the case of a Non-Qualified Stock Option, such rights
            may be awarded either at or after the award of the Stock Option.
        In the case of an Incentive Stock Option, such rights may be
          awarded only at the time of award of the Stock Option. A Stock
         Appreciation Right or applicable portion thereof awarded with
      respect to a Stock Option shall terminate and no longer be
             exercisable upon the termination or exercise of the related Stock
           Option, subject to such provisions as the Committee may specify
             where a Stock Appreciation Right is awarded with respect to fewer
             than the full number of shares covered by a related Stock Option.
         A Stock Appreciation Right may be exercised by an optionee in
       accordance with this Section by surrendering the applicable
             portion of the related Stock Option in accordance with procedures
           established by the Committee. Upon such exercise and surrender,
             the optionee shall be entitled to receive an amount determined in
              the manner prescribed in Section 2.4(b). Stock Options relating to
              exercised Stock Appreciation Rights shall no longer be exercisable
         to the extent the related Stock Appreciation Rights have been
exercised.                                          

       (b)  Terms and Conditions. Stock Appreciation Rights shall be subject
            to such terms and conditions, not inconsistent with the Plan, as
             shall be determined from time to time by the Committee, including
the following:                                      

  (i)   Stock Appreciation Rights shall be exercisable only in
                accordance with the provisions of Section 2.3 and this Section
               2.4 and, if awarded in tandem with Stock Options, only at the
              times and to the extent that the Stock Options to which they
relate are exercisable.                       

        (ii)  Upon the exercise of a Stock Appreciation Right, an optionee
                 shall be entitled to receive an amount in cash, shares of Stock
             or both, equal in aggregate value to the excess of the Fair
             Market Value of one share of Stock over the option exercise
       price per share specified in the related Stock Option
            multiplied by the number of shares in respect of which the
              Stock Appreciation Right shall have been exercised, with the
              Committee having the right to determine the form of payment.
              When payment is to be made in shares of Stock, the number of
                shares to be paid shall be calculated on the basis of the Fair
     Market Value of the shares on the date of exercise.

           (iii) Stock Appreciation Rights shall be transferable only if granted
         in tandem with Stock Options and then only to permitted
               transferees of the underlying Stock Option in accordance with
Section 2.3(d).                               

  (c) In its discretion, the Committee may award "Limited" Stock
            Appreciation Rights under this Section (i.e., Stock Appreciation
      Rights that become exercisable only if a Change in Control
              occurs), subject to such terms and conditions as the Committee may
             specify at the time of the Award. Such Limited Stock Appreciation
              Rights shall be settled solely in cash. The Committee may also, in
       its discretion, provide that the amount to be paid upon the
   exercise of a Stock Appreciation Right or Limited Stock
Appreciation Right                                  

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        shall be based on the Change in Control Price, subject to such terms
         and conditions as the Committee may specify at the time of the Award.

 ARTICLE III

 PROVISIONS APPLICABLE TO RESTRICTED STOCK

         SECTION 3.1 Awards of Restricted Stock. The Committee may condition the
Award of Restricted Stock upon the attainment of specified performance goals of 
the Participant or of the Company or Affiliate, subsidiary, division or         
department of the Company for or within which the Participant is primarily      
employed or upon such other factors or criteria as the Committee shall          
determine. The provisions of Restricted Stock Awards need not be the same with  
respect to each recipient.                                                      

       SECTION 3.2 Awards and Certificates. Shares of Restricted Stock shall
be evidenced in such manner as the Committee may deem appropriate, including    
book-entry registration or issuance of one or more stock certificates. Any      
certificate issued in respect of shares of Restricted Stock shall be registered 
in the name of such Participant and shall bear an appropriate legend referring  
to the terms, conditions and restrictions applicable to such Award,             
substantially in the following form:                                            

                "The transferability of this certificate and the shares of stock
          represented hereby are subject to the terms and conditions
       (including forfeiture) of the 1994 Long-Term Management
               Incentive Plan and a Restricted Stock Agreement. Copies of such
         Plan and Agreement are on file at the offices of Offshore
         Logistics, Inc., 224 Rue de Jean, P.O. Box 56, Lafayette,
Louisiana 70505."                               

The Committee may require that the certificates evidencing such shares be held  
in custody by the Company until the restrictions thereon shall have lapsed and  
that, as a condition of any Award of Restricted Stock, the Participant shall    
have delivered a stock power, endorsed in blank, relating to the Stock covered  
by such Award.                                                                  

      SECTION 3.3 Terms, Conditions and Restrictions. Shares of Restricted
Stock shall be subject to the following terms, conditions and restrictions:     

      (a) Subject to the provisions of the Plan and the Restricted Stock
              Agreement referred to below in Section 3.3(f), during a period set
    by the Committee, commencing with the Date of Award (the
            "Restriction Period"), the Participant shall not be permitted to
              sell, assign, transfer, pledge or otherwise dispose of or encumber
         shares of Restricted Stock. The Committee may provide for the
           lapse of such restrictions in installments or otherwise and may
          accelerate or waive such restrictions, in whole or in part, in
    each case based on period of service, performance of the
       Participant or of the Company or the Affiliate, subsidiary,
           division or department for which the Participant is employed or
        based on such other factors or criteria as the Committee may
determine, in its discretion.                       

(b)  Except to the extent otherwise provided in the applicable
             Restricted Stock Agreement, upon the Participant's Termination of
    Employment due to the Participant's death, Disability or
             Retirement, all remaining restrictions with respect to all of the
            Participant's shares of Restricted Stock shall lapse, and all of
             the Participant's shares of Restricted Stock shall become free of
            all restrictions and become fully vested and freely transferable
to the full extent of the original grant.           

(c)  Except to the extent otherwise provided in the applicable
           Restricted Stock Agreement or Sections 3.3, 3.4 and 6.1, upon a
             Participant's Termination of Employment for any reason during the
         Restriction Period other than due to the Participant's death,
          Disability or Retirement, all shares of Restricted Stock still
       subject to the Restriction Period shall be forfeited by the
     Participant; provided, however, that except to the extent
             otherwise provided in Section 6.1, in the event of Termination of
           Employment of a Participant for any other reason, the Committee
             shall have the discretion to waive in whole or in part any or all
             of such remaining restrictions with respect to any or all of such
Participant's shares of Restricted Stock.           

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        (d)  Except as provided in this Article III or in the Restricted Stock
             Agreement, the Participant shall have, with respect to the shares
          of Restricted Stock, all of the rights of a stockholder of the
            Company holding the class or series of Stock that is the subject
           of the Restricted Stock, including, if applicable, the right to
              vote the shares and the right to receive any cash dividends. If so
          determined by the Committee in the applicable Restricted Stock
      Agreement and subject to Section 7.8 of the Plan, (i) cash
        dividends on the shares of Stock that are the subject of the
      Restricted Stock Award shall be automatically deferred and
         reinvested in additional shares of Restricted Stock, and (ii)
              dividends payable in Stock shall be paid in the form of Restricted
Stock.                                              

 (e)  If and when the Restriction Period expires without a prior
          forfeiture of the Restricted Stock subject to such Restriction
              Period, unlegended certificates for such shares shall be delivered
to the Participant.                                 

        (f)  Each Award shall be confirmed by, and be subject to the terms of,
a Restricted Stock Agreement.                       

       SECTION 3.4 Restricted Stock Awards to Cash Plan Participants in Lieu
of Annual Incentive Award.                                                      

         (a)  Eligibility. All of the participants in the Cash Plan are eligible
           to be granted Restricted Stock Awards under this section of the
              Plan in accordance with this Restricted Stock Feature, which is to
be used in conjunction with the Cash Plan.          

       (b)  Petition to Receive Annual Incentive in Restricted Stock in Lieu
         of Cash Payment. Except as may be otherwise determined by the
              Committee in its discretion from time to time, participants in the
           Cash Plan may make a request to the Committee to receive all or
          any portion of their Annual Incentive Award (as defined in the
           Cash Plan) in the form of shares of Restricted Stock. Once made
    with respect to a particular fiscal year, the request is
           irrevocable. The Committee shall have the absolute authority in
its discretion to grant or deny each such request.  

    (c)  Timing of Request. Except as may be otherwise provided by the
            Committee in its discretion, the Request must be made in writing
             on a form to be provided by the Committee and must be received by
              the Company at its offices before the beginning of the fiscal year
      with respect to which the Annual Incentive Award pertains.

(d)  Premium. For each request granted by the Committee, the  
         Participant will receive the applicable portion of the Annual
          Incentive Award in the form of shares of Restricted Stock (the
     "Base Shares of Restricted Stock"), plus a premium of 20%
     additional shares of Restricted Stock ("Premium Shares of
Restricted Stock"), calculated as follows:          

Amount of Incentive Award To Be                     
         Cancelled and Converted to        X 1.20 =   Number of Shares
           Shares of Restricted Stock                     Restricted Stock
--------------------------                          
              30 Day Trailing Average                        (rounded to nearest
              Closing Stock Price At                         highest even share)
June 30 of Preceding                                
Fiscal Year                                         

              provided that for the fiscal year ended 1994, the number of shares
              of Restricted Stock to be awarded shall be calculated based on the
            30 day trailing average closing stock price at December 31, 1993
             (i.e., the 30 day period preceding the effective date of the Cash
Plan).                                              

         (e)  Except as may be otherwise provided by the Committee and set forth
              in the Restricted Stock Agreement and subject to the provisions of
          the Plan, the Restriction Period shall be three years from the
         Date of Award for Awards made with respect to the fiscal year
     ended 1994, and 30 months for Awards made with respect to
subsequent fiscal years.                            

        (f)  Modified Forfeiture Restrictions. In lieu of the restrictions set
        forth above in Section 3.3, except as otherwise set forth in
             Section 6.1 and unless otherwise provided in the Restricted Stock
         Agreement and/or unless waived by the Committee, (i) upon the
            Participant's Termination of Employment due to death, Disability
         or Retirement, all remaining restrictions with respect to the
 Participant's Base Shares of Restricted Stock and the
            Participant's Premium Shares of Restricted Stock shall lapse and
all of such shares shall                            

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      become fully vested, free of all restrictions and freely
            transferable to the full extent of the original Award, (ii) if
               the Participant incurs a Termination of Employment for "Cause" or
            by reason of the Participant's voluntary resignation, all Base
         Shares of Restricted Stock as well as all Premium Shares of
               Restricted Stock still subject to the Restriction Period shall be
               forfeited by the Participant, and (iii) if the Participant incurs
        a Termination of Employment other than by reason of death,
              Disability or Retirement and other than for "Cause" or by reason
            of the Participant's voluntary resignation, all Base Shares of
              Restricted Stock shall be free of all restrictions, fully vested
               and freely transferable to the full extent of the original Award,
             but all Premium Shares of Restricted Stock still subject to the
       Restriction Period shall be forfeited by the Participant.

ARTICLE IV

 PROVISIONS APPLICABLE TO DEFERRED STOCK

       SECTION 4.1 Awards of Deferred Stock. Awards of Deferred Stock may be
made either alone, in addition to or in tandem with other Awards granted under  
the Plan and/or cash awards made outside of the Plan. The Committee shall       
determine the eligible Participants to whom and the time or times at which      
Deferred Stock shall be awarded, the number of shares of Deferred Stock to be   
awarded to any person, the duration of the period (the "Deferral Period") during
which, and the conditions under which, receipt of the Stock will be deferred and
the other terms and conditions of the award in addition to those set forth in   
Section 4.2. The Committee may condition the grant of Deferred Stock upon the   
attainment of specified performance goals or such other factors or criteria as  
the Committee shall determine, in its sole discretion. The provisions of        
Deferred Stock awards need not be the same with respect to each recipient.      

        SECTION 4.2 Terms and Conditions. The shares of Deferred Stock awarded
pursuant to this Article IV shall be subject to the following terms and         
conditions:                                                                     

  (a)  Subject to the provisions of this Plan and except as may be
            otherwise provided in the Award Agreement referred to in Section
          4.2(e) below, Deferred Stock Awards may not be sold, assigned,
              transferred, pledged or otherwise disposed of or encumbered during
          the Deferral Period. At the expiration of the Deferral Period,
           where applicable), share certificates shall be delivered to the
              Participant, or his legal representative, in a number equal to the
shares covered by the Deferred Stock Award.         

         (b)  Unless otherwise determined by the Committee at the time the Award
       is made, amounts equal to any dividends declared during the
             Deferral Period with respect to the number of shares covered by a
              Deferred Stock Award will be paid to the Participant currently, or
              deferred and deemed to be reinvested in additional Deferred Stock,
              or otherwise reinvested, all as determined at or after the time of
the Award by the Committee, in its sole discretion. 

        (c)  Subject to the provisions of the Award Agreement and this Article
             IV, if the Participant incurs a Termination of Employment for any
             reason during the Deferral Period for a given Award, the Deferred
            Stock in question will vest, or be forfeited, in accordance with
             the terms and conditions established by the Committee at or after
the Award is made                                   

 (d)  Based on service, performance and/or such other factors or
             criteria as the Committee may determine, the Committee may, at or
             after making the Award, accelerate the vesting of all or any part
             of any Deferred Stock Award and/or waive the deferral limitations
for all or any part of such Award.                  

       (e)  Each Award shall be confirmed by, and subject to the terms of, a
    Deferred Stock Agreement executed by the Company and the
Participant.                                        

      SECTION 4.3 Minimum Value Provisions. In order to better ensure that
Award payments actually reflect the performance of the Company and service of   
the Participant, the Committee may provide, in its sole discretion, for a tandem
performance based or other award designed to guarantee a minimum value, payable 
in cash or Stock to the recipient of a Deferred Stock Award, subject to such    
performance, future service, deferral and other terms and conditions as may be  
specified by the Committee.                                                     

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 ARTICLE V

OTHER STOCK-BASED AWARDS

         SECTION 5.1 Administration. Other Awards of Stock and other awards that
are valued in whole or in part by reference to, or are otherwise based on, Stock
("Other Stock-Based Awards"), including, without limitation, performance shares,
convertible preferred stock, convertible debentures, exchangeable securities and
Stock awards or options valued by reference to book value or Affiliate or       
subsidiary performance, may be granted either alone or in addition to or in     
tandem with Stock Options, Stock Appreciation Rights, Restricted Stock or       
Deferred Stock granted under the Plan and/or cash awards made outside of the    
Plan. The provisions of Other Stock-Based Awards need not be the same with      
respect to each recipient. Subject to the provisions of the Plan, the Committee 
shall have authority to determine the persons to whom and the time or times at  
which such Awards shall be made, the number of shares of Stock to be awarded    
pursuant to such Awards and all other conditions of the Awards. The Committee   
may also provide for the Award of Stock upon the completion of a specified      
performance period.                                                             

 SECTION 5.2 Terms and Conditions. Other Stock-Based Awards made
pursuant to this Article V shall be subject to the following terms and          
conditions:                                                                     

     (a)  Subject to the provisions of this Plan and the Award Agreement
           referred to in Section 5.2(e) below, shares of Stock subject to
       Awards made under this Article V may not be sold, assigned,
           transferred, pledged or otherwise encumbered before the date on
            which the shares are issued, or, if later, the date on which any
          applicable restriction, performance or deferral period lapses.

         (b)  Subject to the provisions of this Plan and the Award Agreement and
             unless otherwise determined by the Committee at the time it makes
              the Award, the recipient of an Award under this Article V shall be
         entitled to receive, currently or on a deferred or restricted
              basis, interest or dividend equivalents with respect to the number
              of shares of Stock covered by the Award, as determined at the time
          of the Award by the Committee, in its sole discretion, and the
            Committee may provide that such amounts (if any) shall be deemed
    to have been reinvested in additional Stock or otherwise
reinvested.                                         

       (c)  Any Award under this Article V and any Stock covered by any such
             Award shall vest or be forfeited to the extent so provided in the
        Award Agreement, as determined by the Committee, in its sole
discretion.                                         

         (d)  In the event of the Participant's Retirement, Disability or death,
           or in cases of special circumstances, the Committee may, in its
        sole discretion, waive in whole or in part any or all of the
             remaining limitations and restrictions imposed hereunder (if any)
        with respect to any or all of an Award under this Article V.

         (e)  Each Award under this Article V shall be confirmed by, and subject
   to the terms of, an Agreement by the Company and by the
Participant.                                        

      (f)  Stock (including securities convertible into Stock) issued on a
      bonus basis under this Article V may be issued for no cash
              consideration; Stock (including securities convertible into Stock)
           to be purchased pursuant to a purchase right awarded under this
              Article V shall be priced at least 50% of the Fair Market Value of
the Stock on the Date of Award.                     

ARTICLE VI

EFFECT OF CERTAIN CORPORATE CHANGES AND CHANGES IN CONTROL

         SECTION 6.1 Impact of Event. Notwithstanding any other provision of the
Plan to the contrary but subject to the limitations of Section 7.10 of this     
Plan, in the event of a Change in Control:                                      

        (a)  Any Stock Options and Stock Appreciation Rights outstanding as of
              the date such Change in Control is determined to have occurred and
              not then exercisable and vested shall become fully exercisable and
vested to the full extent of the original grant.    

        (b)  The restrictions and deferral limitations applicable to any still
              outstanding Restricted Stock, Deferred Stock and Other Stock-Based
           Awards (in each case to the extent not already vested under the
Plan) shall lapse, and                              

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            such shares and Awards shall become free of all restrictions and
          become fully vested and transferable to the full extent of the
original Award.                                     

        SECTION 6.2 Definition of Change in Control. For purposes of the Plan,
a "Change in Control" shall mean the happening of any of the following events:  

     (a)  The acquisition by any individual, entity or group (within the
           meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
         "Person") of beneficial ownership (within the meaning of Rule
              13d-3 promulgated under the Exchange Act) of 20% or more of either
          (i) the then outstanding shares of common stock of the Company
         (the "Outstanding Company Common Stock") or (ii) the combined
         voting power of the then outstanding voting securities of the
           Company entitled to vote generally in the election of directors
             (the "Outstanding Company Voting Securities"); provided, however,
   that for purposes of this subsection (a), the following
          acquisitions shall not constitute a Change in Control; (i) any
              acquisition directly from the Company, (ii) any acquisition by the
           Company, (iii) any acquisition by any employee benefit plan (or
        related trust) sponsored or maintained by the Company or any
            corporation controlled by the Company or (iv) any acquisition by
         any corporation pursuant to a transaction which complies with
              clauses (i), (ii) and (iii) of subsection (c) of this Section 6.2;
or                                                  

        (b)  Individuals who, as of the Effective Date of the Plan, constitute
     the Board (the "Incumbent Board") cease for any reason to
           constitute at least a majority of the Board; provided, however,
          that any individual becoming a director subsequent to the date
              hereof whose election, or nomination for election by the Company's
              stockholders, was approved by a vote of at least a majority of the
             directors then comprising the Incumbent Board shall be considered
           as though such individual were a member of the Incumbent Board,
              but excluding, for this purpose, any such individual whose initial
              assumption of office occurs as a result of an actual or threatened
       election contest with respect to the election or removal of
              directors or other actual or threatened solicitation of proxies or
         consents by or on behalf of a Person other than the Board; or

       (c)  Approval by the stockholders of the Company of a reorganization,
          merger or consolidation or sale or other disposition of all or
             substantially all of the assets of the Company or the acquisition
           of assets of another corporation (a "Business Combination"), in
              each case, unless, following such Business Combination, (i) all or
          substantially all of the individuals and entities who were the
              beneficial owners, respectively, of the Outstanding Company Common
             Stock and Outstanding Company Voting Securities immediately prior
      to such Business Combination beneficially own, directly or
              indirectly, more than 50.1% of, respectively, the then outstanding
            shares of common stock and the combined voting power of the then
           outstanding voting securities entitled to vote generally in the
         election of directors, as the case may be, of the corporation
        resulting from such Business Combination (including, without
           limitation, a corporation which as a result of such transaction
         owns the Company or all or substantially all of the Company's
          assets either directly or through one or more subsidiaries) in
              substantially the same proportions as their ownership, immediately
         prior to such Business Combination of the Outstanding Company
          Common Stock and Outstanding Company Voting Securities, as the
            case may be, (ii) no Person (excluding any employee benefit plan
           (or related trust) of the Company or such corporation resulting
          from such Business Combination) beneficially owns, directly or
          indirectly, 20% or more of, respectively, the then outstanding
         shares of common stock of the corporation resulting from such
         Business Combination or the combined voting power of the then
           outstanding voting securities of such corporation except to the
    extent that such ownership existed prior to the Business
           Combination and (iii) at least a majority of the members of the
              board of directors of the corporation resulting from such Business
              Combination were members of the Incumbent Board at the time of the
              execution of the initial agreement, or of the action of the Board,
providing for such Business Combination; or         

(d)  Approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.          

        SECTION 6.3 Change in Control Price. For purposes of the Plan, "Change
in Control Price" means the higher of (a) the highest reported sales price,     
regular way, of a share of Stock in any transaction reported on the New York    
Stock Exchange Composite Tape or other national securities exchange on which    
such shares are listed or on NASDAQ, as applicable, during the 60-day period    
prior to and including the date of a Change in Control and (b) if the Change in 
Control is the result of a tender or exchange offer or a Corporate Transaction, 
the highest price per share of Stock paid in such tender or exchange offer or   
Corporate Transaction; provided, however, that in the case of Incentive Stock   
Options and Stock Appreciation Rights relating to Incentive Stock Options, the  
Change in Control Price shall be in all cases the Fair Market Value of the Stock
on the date such Incentive Stock Option or Stock Appreciation Right is          
exercised. To the                                                               

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extent that the consideration paid in any such transaction described above      
consists all or in part of securities or other non-cash consideration, the value
of such securities or other non-cash consideration shall be determined in the   
sole discretion of the Board.                                                   

         SECTION 6.4 Dilution and Other Adjustments. In the event of any merger,
reorganization, consolidation, recapitalization, stock dividend, stock split,   
issuance or repurchase of stock or securities convertible into or exchangeable  
for shares of Stock, grants of options, warrants or rights to purchase Stock    
(other than pursuant to the Plan), extraordinary distribution with respect to   
the Stock or other change in corporate structure affecting the Stock, the       
Committee may make such substitution or adjustments in the aggregate number and 
kind of shares reserved for issuance under the Plan, in the number, kind and    
option price of shares subject to outstanding Stock Options and Stock           
Appreciation Rights, in the number and kind of shares subject to other          
outstanding Awards granted under the Plan and/or such other substitution or     
adjustments in the consideration receivable upon exercise, or take such other   
action, as it may determine to be appropriate in its sole discretion; provided, 
however, that the number of shares subject to any Award shall always be a whole 
number. Such adjusted option price shall also be used to determine the amount   
payable by the Company upon the exercise of any Stock Appreciation Right        
associated with any Stock Option.                                               

 ARTICLE VII

 MISCELLANEOUS

      SECTION 7.1 No Rights to Awards or Continued Employment. No employee
shall have any claim or right to receive Awards under the Plan. Neither the     
adoption of the Plan nor any action taken pursuant to the Plan shall confer upon
any employee any right to continued employment nor shall it interfere in any way
with the right of the Company or any subsidiary or Affiliate to terminate the   
employment of any employee at any time.                                         

SECTION 7.2 Restriction on Transfer and Additional Conditions.

         (a)  All certificates for shares of Stock or other securities delivered
             under the Plan shall be subject to such stock transfer orders and
          other restrictions as the Committee in its sole discretion may
            deem advisable, including without limitation, restrictions under
            the rules, regulations and other requirements of the Commission,
          any stock exchange upon which the Stock is then listed and any
             applicable federal or state securities law, and the Committee may
           cause a legend or legends to be put on any such certificates to
              make appropriate reference to any such restrictions. Before making
             any transfer or disposition of Stock issued pursuant to the Plan,
             the Committee may require a Participant to provide written notice
             to the Company describing the manner of such proposed disposition
            or transfer and such other information as shall be necessary for
           counsel to the Company to determine whether registration of any
             such Stock is required. Such proposed disposition or transfer, in
            the absence of an effective registration statement covering such
   Stock or an opinion of counsel to the Company that such
      registration is not required, shall not be permitted. Each
              Participant shall agree to indemnify and hold harmless the Company
       from and against all liability, cost and expense (including
             attorneys' fees) suffered and incurred by the Company as a result
            of any disposition or transfer of the shares in violation of any
              federal or state securities or blue sky law or any other law, rule
or regulation.                                      

   (b)  Anything in the Plan to the contrary notwithstanding (a) the
            Committee may, if it determines it is necessary or desirable for
              any reason, at the time of any Award the issuance of any shares of
           Stock pursuant thereto, require a Participant as a condition of
            receipt thereof or receipt of shares of Stock issued pursuant to
       the terms of the Award, to deliver to the Company a written
           representation of present intention to acquire the Award or the
      shares of the Stock issuable pursuant to the Award for the
              Participant's own account for investment and not for distribution,
             (b) the Company shall have no obligation to issue shares of Stock
           except in accordance with applicable law and (c) if at any time
            the Company further determines, in its sole discretion, that the
          listing, registration or qualification (or any updating of any
       such document) of any Award or the shares of Stock issuable
             pursuant thereto is necessary on any securities exchange or under
        any federal or state securities or blue sky law, or that the
      consent or approval of any governmental regulatory body is
            necessary or desirable as a condition of, or in connection with,
              the grant of any Award or the issuance of shares of Stock pursuant
            thereto, such Award shall not be granted or such shares of Stock
         shall not be issued, as the case may be, in whole or in part,
        unless such listing, registration, qualification, consent or
       approval is effected or obtained free of any conditions not
acceptable to the Company.                          

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    SECTION 7.3 Tax Withholding. No later than the date as of which an
amount first becomes includible in the gross income of the Participant for      
federal income tax purposes with respect to any Award under the Plan, the       
Participant shall pay to the Company, or make arrangements satisfactory to the  
Company regarding the payment of, any federal, state, local or foreign taxes of 
any kind required by law to be withheld with respect to such amount. Unless     
otherwise determined by the Committee, withholding obligations may be settled   
with Stock, including Stock that is part of the Award that gives rise to the    
withholding requirement. The obligations of the Company under the Plan shall be 
conditional on such payment or arrangements, and the Company, its subsidiaries  
and its Affiliates shall, to the extent permitted by law, have the right to     
deduct any such taxes from any payment otherwise due to the Participant. The    
Committee may establish such procedures as it deems appropriate, including the  
making of irrevocable elections, for the settlement of withholding obligations  
with Stock.                                                                     

         SECTION 7.4 Stockholder Rights. No Award under the Plan shall entitle a
Participant or beneficiary to any rights of a holder of shares of Stock, except 
as provided in Article III with respect to Restricted Stock or upon the delivery
of share certificates to a Participant upon exercise of a Stock Option or upon  
the delivery of share certificates in settlement of a Stock Appreciation Right. 

    SECTION 7.5 No Restriction on Right of Company to Effect Corporate
Changes. The Plan shall not affect in any way the right or power of the Company 
or its stockholders to make or authorize any or all adjustments,                
recapitalization, reorganization or other changes in the Company's capital      
structure or its business, or any merger or consolidation of the Company, or any
issue of stock or of options, warrants or rights to purchase stock or of bonds, 
debentures, preferred or prior preference stock whose rights are superior to or 
affect the Stock or the rights thereof or which are convertible into or         
exchangeable for Stock, or the dissolution or liquidation or the Company, or any
sale or transfer of all or any part of its assets or business or any other      
corporate act or proceeding, whether of a similar character or otherwise.       

        SECTION 7.6 Unfunded Status of Plan. It is presently intended that the
Plan constitute an "unfunded" plan for incentive and deferred compensation. The 
Committee may, but shall have no obligation to, authorize the creation of trusts
or other arrangements to meet the obligations created under the Plan to deliver 
Stock or make payments; provided, however, that, unless the Committee otherwise 
determines, the existence of such trusts or other arrangements is consistent    
with the "unfunded" status of the Plan. Nothing contained in this Plan shall    
create or be construed to create a trust of any kind, or a fiduciary            
relationship, between the Company and a Participant or any other person.        

      SECTION 7.7 First Refusal Right. At the time of grant, the Committee
may provide in connection with any grant made under the Plan that the shares of 
Stock received as a result of such grant shall be subject to a right of first   
refusal pursuant to which the Participant shall be required to offer to the     
Company any shares that the Participant wishes to sell at the then Fair Market  
Value of the Stock, subject to such other terms and conditions as the Committee 
may specify at the time of grant.                                               

     SECTION 7.8 Dividend Reinvestment. The reinvestment of dividends in
additional Restricted Stock at the time of any dividend payment shall only be   
permissible if sufficient shares of Stock are available under Section 1.5 for   
such reinvestment (taking into account then outstanding Stock Options and other 
Awards).                                                                        

SECTION 7.9 Beneficiaries. The Committee shall establish such 
procedures as it deems appropriate for a Participant to designate a beneficiary 
to whom any amounts payable in the event of the Participant's death are to be   
paid. If no beneficiary is designated by the Participant or if no beneficiary   
designated by the Participant is living at the time such a payment is due,      
payments shall be made to the Participant's estate.                             

ARTICLE VIII

 TERM, AMENDMENT AND TERMINATION

      Unless previously terminated pursuant to this Article VIII, the Plan
shall terminate on December 9, 2004, and no further Awards may be made hereunder
after such date. The Board may at any time and from time to time alter, amend,  
suspend or terminate the Plan in whole or in part. No amendment, alteration or  
discontinuation shall be made that would without the recipient's consent, impair
the rights of any recipient of an Award theretofore granted, except such an     
amendment made to cause the Plan to qualify for the exemption provided by Rule  
16b-3. Also, the Committee may amend the terms of any Award theretofore granted,
prospectively or retroactively, but no such amendment shall impair the rights   

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of any recipient without the recipient's consent except such an amendment made  
to cause the Plan or Award to qualify for the exemption provided by Rule 16b-3. 

    Subject to the above provisions, the Board shall have authority to
amend the Plan to take into account changes in law and tax and accounting rules 
as well as other developments, and to grant Awards which qualify for beneficial 
treatment under such rules without stockholder approval.                        

ARTICLE IX

INTERPRETATION

       SECTION 9.1 Compliance with Governmental Regulations. The Plan, and
all Awards hereunder, shall be subject to and shall be administered and         
interpreted in order to comply with, all applicable rules and regulations of    
governmental or other authorities as amended from time to time, including       
without limitation Section 16(b) of the Exchange Act and the rules and          
regulations promulgated thereunder, with respect to persons subject to Section  
16 of the Exchange Act.                                                         

       SECTION 9.2 Headings. The headings of sections and subsections herein
are included solely for convenience of reference and shall not affect the       
meaning of any of the provisions of the Plan.                                   

     SECTION 9.3 Governing Law. The Plan and all Awards made and actions
taken hereunder shall be construed in accordance with and governed by the laws  
of the State of Delaware.                                                       

 ARTICLE X

 EFFECTIVE DATE AND STOCKHOLDER APPROVAL

  The Plan shall be effective as of the date it is approved by the
stockholders (the "Effective Date"), and stockholder approval shall be sought at
the first annual meeting of stockholders following the adoption of the Plan by  
the Board. If stockholder approval is not obtained on or before the date of such
annual meeting, the Plan and all Awards thereunder shall be void ab initio and  
of no effect. No Stock Option or Stock Appreciation Right shall be exercisable  
and no Restricted Stock, Deferred Stock or other Award shall vest until the date
of such stockholder approval.                                                   

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OFFSHORE LOGISTICS, INC.

 PROXY

 This Proxy is Solicited on Behalf of the Board of Directors

The undersigned stockholder of Offshore Logistics, Inc., a Delaware   
corporation, hereby appoints George M. Small and H. Eddy Dupuis, and each of    
them, proxies with power of substitution to vote and act for the undersigned, as
designated on the reverse side, with respect to the number of shares of the     
Common Stock the undersigned would be entitled to vote if personally present at 
the Annual Meeting of Stockholders to be held at the Four Seasons Hotel,        
Houston, Texas, on Monday, September 16, 2002, at 10:00 a.m., and at any        
adjournments thereof, and, at their discretion, the proxies are authorized to   
vote upon such other business as may properly come before the meeting.          

  THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED HEREIN BY
THE STOCKHOLDER. IF NO DIRECTION IS SPECIFIED WHEN THE DULY EXECUTED PROXY IS   
RETURNED, SUCH SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF THE
BOARD OF DIRECTORS OF THE COMPANY.                                              

    The Board of Directors of the Company recommends that you vote FOR each of
the nominees listed on the reverse side for election as Directors of the        
Company, FOR ratification of the appointment of KPMG LLP as the Company's       
independent auditors for fiscal year 2003, and FOR approval of the proposal to  
amend the Offshore Logistics, Inc. 1994 Long Term Management Incentive Plan,    
increasing the number of shares authorized under the plan by one million shares.

THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY.

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DEFR14A
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                                                   Please mark     [X]
                                             your votes as
                                            indicated in
                                            this example

1) Election of the following nominees as Directors:                             
FOR                     WITHHOLD                                  
all nominees            for all nominees                                  
[ ]                       [ ]                                     

Withhold for the following only: (Write the name(s) of the nominee(s) below)    

01 Peter N. Buckley, 02 Stephen J. Cannon 03 Jonathan H. Cartwright,            
04 David M. Johnson, 05 Kenneth M. Jones, 06 Pierre H. Jungels, CBE,            
07 George M. Small, 08 Ken C. Tamblyn, 09 Robert W. Waldrup and 10 Howard Wolf. 

                                                 FOR     AGAINST     ABSTAIN
2) Ratify the appointment of KPMG, LLP             [ ]       [ ]         [ ]    
as the Company's independent auditors for                                 
fiscal year 2003.                                                         

3) Approval of proposal to amend the Offshore      [ ]       [ ]         [ ]    
Logistics, Inc. 1994 Long Term Management                                 
Incentive Plan, increasing the number of                                  
shares authorized under that plan by one                                  
million shares.                                                           

The undersigned hereby acknowledges receipt of a copy                           
of the accompanying Notice of Annual Meeting of                                 
Stockholders and Proxy Statement and hereby revokes any                         
proxy or proxies heretofore given.                                              

Dated:                               , 2002                                   
-------------------------------                                   

-------------------------------------------                                   
Signature                                                                     

-------------------------------------------                                   
Signature                                                                     

Please mark, date and sign as your account name appears                         
and return in the enclosed envelope. If acting as                               
executor, administrator, trustee or guardian, etc., you                         
should indicate same when signing. If the signer is a                           
corporation or partnership, please sign the full                                
corporate name or partnership name by duly authorized                           
officer or person. If the shares are held jointly, each                         
joint stockholder named should sign.                                            

--------------------------------------------------------------------------------

FOLD AND DETACH HERE

 Vote by Internet or Telephone or Mail
 24 Hours a Day, 7 Days a Week

Internet and telephone voting is available through 4PM
Eastern Time the business day prior to annual meeting day.

Your Internet or telephone vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card.       

                                                                [Download Table]


                                                                                 
         Internet                      Telephone                     Mail        
http://www.eproxy.com/olog          1-800-435-6710                               

Use the Internet to vote       Use any touch-tone            Mark, sign and date 
your proxy. Have your          telephone to vote your          your proxy card   
proxy card in hand when        proxy. Have your proxy                and         
you access the web site.   OR  card in hand when you    OR    return it in the   
You will be prompted to        call. You will be            enclosed postage-paid
enter your control             prompted to enter your             envelope.      
number, located in the         control number, located                           
box below, to create and       in the box below, and                             
submit an electronic           then follow the                                   
ballot.                        directions given.                                 


If you vote your proxy by Internet or by telephone, you do
NOT need to mail back your proxy card.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFR14A’ Filing		Date		First		Last			Other Filings
		2/11/12		7
		12/9/04		24		50
		7/18/03		4					DEF 14A,  S-4
		6/18/03		4					8-K
		4/9/03		4
		10/18/02		17
		10/1/02		15
		9/16/02		2		52			DEF 14A
		8/16/02		3
Filed on:		8/5/02
		7/29/02		2		29			DEF 14A
		7/23/02		2		29
		7/22/02		19					8-K
		7/10/02		19					8-K
		6/30/02		10					10-Q
		5/7/02		13
		3/31/02		7		29			10-K
		2/14/02		10					10-Q,  SC 13G,  SC 13G/A
		2/13/02		10
		2/11/02		9
		1/31/02		21
		1/30/02		9
		1/17/02		15
		1/7/02		13
		10/18/01		13		26
		10/1/01		7
		9/17/01		5		7			DEF 14A
		3/31/01		19					10-K405
		2/28/01		21
		1/22/01		21
		10/5/00		9					SC 13D/A
		3/31/00		9					10-K405
		9/20/99		13
		3/31/97		20					10-Q/A,  10KT405
		12/19/96		21					8-K
		12/12/96		6
		12/31/93		37		45
		12/1/92		8
									List all Filings