Sec Form 4 Filing - WALDRUP ROBERT @ Bristow Group Inc - 2006-09-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person WALDRUP ROBERT 2. Issuer Name and Ticker or Trading Symbol Bristow Group Inc [ BRS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) BRISTOW GROUP, INC., 2000 W SAM HOUSTON PARKWAY SOUTH 3. Date of Earliest Transaction (MM/DD/YY) 09/28/2006 (Street) HOUSTON, TX77042 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 5.5% Mandatory Convertible Preferred Stock $ 0 ( 1 ) 09/28/2006 09/28/2006 P 2,000 09/28/2006 09/15/2009 Common Stock ( 2 ) 2,836 $ 49.1 2,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WALDRUP ROBERT BRISTOW GROUP, INC. 2000 W SAM HOUSTON PARKWAY SOUTH HOUSTON, TX77042 X Signatures By: Joseph A. Baj, Attorney in Fact 10/02/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )If the reporting person or Bristow Group, exercises the option to convert the preferred stock into common stock, at any time prior to the mandatory conversion date of September 15, 2009, the reporting person will receive 1.1576 shares of the Issuer?s common stock for each share of preferred stock converted, subject to anti-dilution adjustments. At the mandatory conversion date of September 15, 2009, one share of preferred stock will convert into Bristow Group's common stock at a rate of no less than 1:1.1576 and no more than 1:1.4180 based on the applicable market value of Bristow Group's common stock at the time of conversion. ( 2 )2,000 shares of preferred stock will convert into a minimum of 2,315 shares of Bristow Group common stock and a maximum of 2,836 shares of Bristow Group common stock if converted on the mandatory conversion rate.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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