SECURITIES AND EXCHANGE COMMISSION
                                
                                
                     Washington, D. C. 20549
                                
                                
                                
                            FORM 8-K
                                
                                
                                
                         CURRENT REPORT
                                
                                
                                
                  Pursuant to Section 13 of the
                 Securities Exchange Act of 1934
                                
                                
                                
 Date of Report (Date of earliest event reported) - November 5, 1996
                                
                                
                                
                     FOREST OIL CORPORATION
     (Exact name of registrant as specified in its charter)



   New York                  0-4597                 25-0484900
(State or other juris-    (Commission             (IRS Employer
diction of incorporation) file number)         Identification No.)


     2200 Colorado State Bank Building, 1600 Broadway, Denver, CO  80202
               (Address of principal executive offices)     (Zip Code)
                                
                                
      Registrant's telephone number, including area code: (303) 812-1400
                                

Item 5.  Other Events

           On November 5, 1996 the Company exchanged 2,000,000
shares of its common stock plus approximately $13,500,000 cash to
extinguish approximately $43,000,000 of non-recourse secured debt
owed to Joint Energy Development Investments Limited Partnership
(JEDI), a Delaware limited partnership whose general partner is
an affiliate of Enron.  As a part of this transaction, The
Anschutz Corporation acquired 1,628,888 shares of Forest's common 
stock by exercising warrants for 388,888 shares of common stock at 
$10.50 per share and converting 620,000 shares of Forest's Second 
Series Preferred Stock for 1,240,000 shares of common stock.  The 
JEDI debt bore interest at the rate of 12-1/2% per annum.

       For information concerning this item, please refer to
Exhibit 99.1 hereto, which is incorporated herein by reference.

Item 7.  Financial Statements and Exhibits

       (c)  Exhibits

           (99.1)    Amendment No. 1 to Shareholders Agreement
       dated November 5, 1996 between Forest Oil Corporation and
       Joint Energy Development Investments Limited Partnership.

       Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.


                                   FOREST OIL CORPORATION
                                        (Registrant)



Dated:  November 15, 1996          By: /s/ Daniel L. McNamara
                                       Daniel L. McNamara
                                       Secretary
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SECURITIES AND EXCHANGE COMMISSION
                                
                                
                     Washington, D. C. 20549
                                
                                
                                
                            FORM 8-K
                                
                                
                                
                         CURRENT REPORT
                                
                                
                                
                  Pursuant to Section 13 of the
                 Securities Exchange Act of 1934
                                
                                
                                
 Date of Report (Date of earliest event reported) - November 5, 1996
                                
                                
                                
                     FOREST OIL CORPORATION
     (Exact name of registrant as specified in its charter)

   New York                  0-4597                 25-0484900
(State or other juris-    (Commission             (IRS Employer
diction of incorporation) file number)         Identification No.)

     2200 Colorado State Bank Building, 1600 Broadway, Denver, CO  80202
               (Address of principal executive offices)     (Zip Code)
                                
                                
      Registrant's telephone number, including area code: (303) 812-1400
                                

Item 5.  Other Events

           On November 5, 1996 the Company exchanged 2,000,000
shares of its common stock plus approximately $13,500,000 cash to
extinguish approximately $43,000,000 of non-recourse secured debt
owed to Joint Energy Development Investments Limited Partnership
(JEDI), a Delaware limited partnership whose general partner is
an affiliate of Enron.  As a part of this transaction, The
Anschutz Corporation acquired 1,628,888 shares of Forest's common 
stock by exercising warrants for 388,888 shares of common stock at 
$10.50 per share and converting 620,000 shares of Forest's Second 
Series Preferred Stock for 1,240,000 shares of common stock.  The 
JEDI debt bore interest at the rate of 12-1/2% per annum.

       For information concerning this item, please refer to
Exhibit 99.1 hereto, which is incorporated herein by reference.

Item 7.  Financial Statements and Exhibits

       (c)  Exhibits

           (99.1)    Amendment No. 1 to Shareholders Agreement
       dated November 5, 1996 between Forest Oil Corporation and
       Joint Energy Development Investments Limited Partnership.

       Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.

                                   FOREST OIL CORPORATION
                                        (Registrant)

Dated:  November 15, 1996          By: /s/ Daniel L. McNamara
                                       Daniel L. McNamara
                                       Secretary