<PAGE>

       As filed with the Securities and Exchange Commission on June 7, 1996
                                                     Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

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

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

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

                                FOREST OIL CORPORATION
                (Exact name of registrant as specified in its charter)

          NEW YORK                                  25-0484900
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                   Identification No.)

                                    1600 BROADWAY
                                      SUITE 2200
                                DENVER, COLORADO 80202

             (Address of principal executive offices, including zip code)


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

                     FOREST OIL CORPORATION STOCK INCENTIVE PLAN
             (FORMERLY THE FOREST OIL CORPORATION 1992 STOCK OPTION PLAN)
                               (Full title of the plan)

                                  DANIEL L. MCNAMARA
                           CORPORATE COUNSEL AND SECRETARY
                                FOREST OIL CORPORATION
                                    1600 BROADWAY
                                      SUITE 2200
                               DENVER, COLORADO  80202
                       (Name and address of agent for service)

                                    (303) 812-1400
            (Telephone number, including area code, of agent for service)


                                      COPIES TO:

                                    Alan P. Baden
                                Vinson & Elkins L.L.P.
                                2300 First City Tower
                                  1001 Fannin Street
                              Houston, Texas  77002-6760


                           CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
 
  Title of                        Amount         Proposed              Proposed              Amount of
securities to be                  to be      maximum offering       maximum aggregate      Registration
  registered                   registered    price per share (1)     offering price (1)        Fee (1)
- --------------------------------------------------------------------------------------------------------
<S>                            <C>           <C>                    <C>                    <C>
Common Stock,                  2,615,758        $12.75              $33,350,915             $11,500
Par Value $.10 Per Share
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------

</TABLE>
 
(1) Estimated, solely for purposes of calculating the registration fee and in
    accordance with Rule 457, at the average of the high and low prices
    reported on the Nasdaq National Market on June 4, 1996.

<PAGE>

                                       PART II
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents which have been filed with the Securities and
Exchange Commission (the "Commission") by Forest Oil Corporation, a New York
corporation (the "Company"), are incorporated herein by reference and made a
part hereof:

    (a)  Annual Report on Form 10-K for the fiscal year ended December 31,
         1995;

    (b)  Report on Form 8-K dated as of January 3, 1996;

    (c)  Report on Form 8-K/A dated as of January 3, 1996;

    (d)  Report on Form 8-K dated as of January 25, 1996;

    (e)  Report on Form 8-K dated as of February 6, 1996;

    (f)  Report on Form 8-K/A dated as of April 15, 1996;

    (g)  Report on Form 8-K dated as of February 15, 1996;

    (h)  Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
         1996; and

    (i)  Description of the Common Stock contained in the Company's
         Registration Statement on Form S-2 (Registration Statement No. 33-
         64949).

    All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the effective date of this Registration Statement, prior to
the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered hereby have been sold or deregistering
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.  Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed to
constitute a part of this Registration Statement, except as so modified or
superseded.

ITEM 4.       DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Sections 721 through 725 of the Business Corporation Law of the State of
New York (the "BCL"), in which Forest Oil Corporation is incorporated, permit
New York corporations, acting through their boards of directors, to extend broad
protection to their directors, officers and other employees by way of indemnity
and advancement of expenses.  These sections (1) provide that the statutory
indemnification provisions of the BCL are not exclusive, provided that no
indemnification may be made to or on behalf of any director or officer if a
judgment or other final adjudication adverse to the director or officer
establishes that his acts were committed in bad faith or were the result of
active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or other
advantage to which he


                                         -2-

<PAGE>

was not entitled, (2) establish procedures for indemnification and advancement
of expenses that may be contained in the certificate of incorporation or by-
laws, or, when authorized by either of the foregoing, set forth in a resolution
of the shareholders or directors or an agreement providing for indemnification
and advancement of expenses, (3) apply a single standard for statutory
indemnification for third-party and derivative suits by providing that
indemnification is available if the director or officer acted, in good faith,
for a purpose which he reasonably believed to be in the best interests of the
corporation, and, in criminal actions, had no reasonable cause to believe that
his conduct was unlawful, (4) eliminate the requirement for mandatory statutory
indemnification that the indemnified party be "wholly" successful and (5)
provide for the advancement of litigation expenses upon receipt of an
undertaking to repay such advance if the director or officer is ultimately
determined not to be entitled to indemnification.   Section 726 of the BCL
permits the purchase of insurance to indemnify a corporation or its officers and
directors to the extent permitted.  Essentially, the amended BCL allows
corporations to provide for indemnification of directors, officers and employees
except in those cases where a judgment or other financial adjudication adverse
to the indemnified party establishes that the acts were committed in bad faith
or were the result of active and deliberate dishonesty or that the indemnified
party personally gained a financial profit or other advantage to which he was
not legally entitled.

    Article IX of the By-laws of Forest Oil Corporation contains very broad
indemnification provisions which permit the corporation to avail itself of the
amended BCL to extend broad protection to its directors, officers and employees
by way of indemnity and advancement of expenses.  It sets out the standard under
which the Company will indemnify directors and officers, provides for
reimbursement in such instances, for the advancement or reimbursement for
expenses reasonably incurred in defending an action, and for the extension of
indemnity to persons other than directors and officers.  It also establishes the
manner of handling indemnification when a lawsuit is settled.  It is not
intended that this By-law is an exclusive method of indemnification.

    Article IX of the By-laws may only be amended prospectively.  In addition,
the Company cannot, except by elimination or amendment of such section of the
By-laws, limit the rights of any indemnified person to indemnity or advancement
of expenses provided in accordance with this By-law.  It also permits the
indemnified person to sue the Company for indemnification, shifting the burden
of proof to the Company to prove that the indemnified person has not met the
standards of conduct required for indemnification and requires the Company to
pay the costs of such suit if the indemnified person is successful.

    The Restated Certificate of Incorporation of the Company limits the
personal liability of the Company's directors to the fullest extent permitted
under the BCL.

    Additionally, the BCL was amended in 1987 to allow New York corporations to
limit or eliminate director's liability for certain breaches of duty.  The
Restated Certificate of Incorporation provides that a director of the Company
shall not be liable to the Company or its shareholders for damages for any
breach of duty in such a capacity unless a judgment or other final adjudication
adverse to the director establishes that:

    (a)  the director's acts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of law; or

    (b)  the director personally gained in fact a financial profit or other
advantage to which the director was not legally entitled; or

    (c)  the director's acts violated Section 719 of the BCL.

    A director's liability for any act or omission prior to the adoption of the
amendment to the BCL to eliminate director's liability for certain breaches of
duty shall not be eliminated or limited by virtue thereof and any repeal or
modification of the foregoing provisions of, or the adoption of any provision
of, the Restated Certificate of Incorporation inconsistent with the BCL shall
not adversely affect any right, immunity or protection of a director existing
thereunder with respect to any act or omission occurring prior to or at the time
of such repeal or modification or the adoption of such inconsistent provision.


                                         -3-

<PAGE>

    If the BCL is subsequently amended to permit the further elimination or
limitation of the personal liability of a director, then the liability of the
director shall be eliminated or limited to the fullest extent permitted by the
BCL as so amended.

    The Company has insurance coverage which protects directors and officers of
Forest Oil Corporation and its subsidiaries against judgments, settlements and
legal costs incurred because of actual or alleged errors or omissions in
connection with their activities as directors or officers of Forest Oil
Corporation and its subsidiaries.  One of the policies is a Directors and
Officers Liability and Corporation Reimbursement Policy, which covers the period
July 25, 1995 to July 25, 1996.  Where Forest Oil Corporation or its
subsidiaries indemnifies covered directors and officers, Forest Oil Corporation
is responsible for a $500,000 deductible per loss for securities claims and
$250,000 for other claims.  The maximum annual cumulative policy limit is $20
million.

    The Company also has Pension Trust Liability Coverage as respects Forest
Oil Corporation Pension Trust and the Retirement Savings Plan.  It covers legal
liability and defense of Plan sponsors and fiduciaries for certain claims based
upon actual or alleged Breach of Fiduciary Duty (as defined in the policy) as
respects the covered benefit plans.  The coverage limit is $10 million (annual
cumulative policy limit) and is subject to a deductible of $100,000 for each
loss when indemnifiable by Forest Oil Corporation and its subsidiaries.

    These policies contain exclusions commonly found in such insurance policies
including, but not limited to, exclusions for claims based on fines and
penalties imposed by law or other matters deemed uninsurable by law, claims
brought by one insured against another insured, claims based upon or
attributable to an officer or director gaining any personal profit or advantage
to which he or she is not legally entitled, adjudicated acts of active or
deliberate dishonesty and claims based upon attempts (whether alleged or actual,
successful or unsuccessful) by persons to acquire securities of the Company
against the opposition of the Company's Board of Directors and in connection
with which the Company acquires its securities from such  persons at a price not
available to all other shareholders or gives consideration to such persons to
terminate such attempts.  Also excluded are those attempts (whether alleged or
actual, successful or unsuccessful) by the Company to acquire its securities at
a premium over the then existing market price other than pursuant to an offer to
all of the holders of that class.

    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act, and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person thereof in connection with the
securities being registered (and the Securities and Exchange Commission is still
of the same opinion), the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

ITEM 8.       EXHIBITS.

3.1.1    Restated Certificate of Incorporation of Forest Oil Corporation dated
         October 14, 1993, incorporated herein by reference to Exhibit 3(i) to
         Form 10-Q for Forest Oil Corporation for the quarter ended
         September 30, 1993 (File No. 0-4597).

3.1.2    Certificate of Amendment of the Restated Certificate of Incorporation
         dated as of July 20, 1995, incorporated herein by reference to
         Exhibit 3(i)(a) to Form 10-Q for Forest Oil Corporation for the
         quarter ended June 30, 1995 (File No. 0-4597).


                                         -4-

<PAGE>

3.1.3    Certificate of Amendment of the Restated Certificate of Incorporation
         dated as of July 26, 1995, incorporated herein by reference to
         Exhibit 3(i)(b) to Form 10-Q for Forest Oil Corporation for the
         quarter ended June 30, 1995 (File No. 0-4597).

3.1.4    Certificate of Amendment of the Restated Certificate of Incorporation
         dated as of January 5, 1996, incorporated herein by reference to
         Exhibit 3(i)(c) to the Company's Registration Statement on Form S-2
         (Registration No. 33-64949).

3.2.1    Restated By-Laws of Forest Oil Corporation as of May 9, 1990,
         Amendment No. 1 to By-Laws dated as of April 2, 1991, Amendment No. 2
         to By-Laws dated as of May 8, 1991, Amendment No. 3 to By-Laws dated
         as of July 30, 1991, Amendment No. 4 to By-Laws dated as of
         January 17, 1992, Amendment No. 5 to By-Laws dated as of March 18,
         1993 and Amendment No. 6 to By-Laws dated as of September 14, 1993,
         incorporated herein by reference to Exhibit 3(ii) to Form 10-Q for
         Forest Oil Corporation for the quarter ended September 30, 1993 (File
         No. 0-4597).

3.2.2    Amendment No. 7 to By-Laws dated as of December 3, 1993, incorporated
         herein by reference to Exhibit 3(ii)(a) to Form 10-K for Forest Oil
         Corporation for the year ended December 31, 1993 (File No. 0-4597).

3.2.3    Amendment No. 8 to By-Laws dated as of February 24, 1994, incorporated
         herein by reference to Exhibit 3(ii)(b) to Form 10-K for Forest Oil
         Corporation for the year ended December 31, 1993 (File No. 0-4597).

3.2.4    Amendment No. 9 to By-Laws dated as of May 15, 1995, incorporated
         herein by reference to Exhibit 3(ii)(c) to Form 10-Q for Forest Oil
         Corporation for the quarter ended June 30, 1995 (File No. 0-4597).

3.2.5    Amendment No. 10 to By-Laws dated as of July 27, 1995, incorporated
         herein by reference to Exhibit 3(ii)(d) to Form 10-Q for Forest Oil
         Corporation for the quarter ended June 30, 1995 (File No. 0-4597).

3.2.6    Rights Agreement between Forest Oil Corporation and Mellon Securities
         Trust Company, as Rights Agent dated as of October 14, 1993, 
         incorporated herein by reference to Exhibit 4.3 to Form 10-Q for 
         Forest Oil Corporation for the quarter ended September 30, 1993
         (File No. 0-4597).

*4.1     Forest Oil Corporation Stock Incentive Plan.

*5.1     Opinion of Daniel L. McNamara, Esq.

*23.1    Consent of KPMG Peat Marwick LLP.

*23.2    Consent of Price Waterhouse.

*24.1    Powers of Attorney.

- -----------------------------
*   Filed herewith.


                                         -5-

<PAGE>

                                     UNDERTAKINGS

    The undersigned Registrant hereby undertakes:

    (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

         (i)  To include any prospectus required by Section 10(a)(3) of the
    Act;

         (ii) To reflect in the prospectus any facts or events arising after
    the effective date of the Registration Statement (or the most recent post-
    effective amendment thereof) which, individually or in the aggregate,
    represent a fundamental change in the information set forth in the
    Registration Statement;

         (iii) To include any material information with respect to the plan of
    distribution not previously disclosed in the Registration Statement or any
    material change to such information in the Registration Statement;

PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

    (2)  That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

    (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

    The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

    Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                         -6-

<PAGE>

                                      SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on the 7 day of June,
1996.

                             FOREST OIL CORPORATION



                             By:/s/DANIEL L. MC NAMARA
                                 ------------------------------------------
                                  Daniel L. McNamara
                                  Corporate Counsel and Secretary


    Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on June 7, 1996.


    SIGNATURE                     TITLE



*                                 Director, President and Chief Executive
                                  Officer
- ------------------------------    (Principal Executive Officer)
Robert S. Boswell

*                                 Vice President and Chief Financial Officer
- ------------------------------    (Principal Financial Officer)
David H. Keyte


*                                 Controller
- ------------------------------    (Principal Accounting Officer)
Joan C. Sonnen


*                                 Director
- ------------------------------
Philip F. Anschutz


*                                 Director
- ------------------------------
William L. Britton


*                                 Director
- ------------------------------
Richard J. Callahan


*                                 Director
- ------------------------------
William L. Dorn


*                                 Director
- ------------------------------
Jordan L. Haines


                                         -7-

<PAGE>


*                                 Director
- ------------------------------
James H. Lee


*                                 Director
- ------------------------------
Craig D. Slater


*                                 Director
- ------------------------------
Drake S. Tempest


*                                 Director
- ------------------------------
Michael B. Yanney


*By: /s/DANIEL L. MC NAMARA
    --------------------------
    Daniel L. McNamara
    (as attorney-in-fact for each of the
    persons so indicated)


                                         -8-

<PAGE>

                                    EXHIBIT INDEX

Exhibit                         Description of Exhibit                Page
- -------                         ----------------------                ----

3.1.1    Restated Certificate of Incorporation of Forest Oil
         Corporation dated October 14, 1993, incorporated herein
         by reference to Exhibit 3(i) to Form 10-Q for Forest Oil
         Corporation for the quarter ended September 30, 1993 (File
         No. 0-4597).

3.1.2    Certificate of Amendment of the Restated Certificate of
         Incorporation dated as of July 20, 1995, incorporated herein
         by reference to Exhibit 3(i)(a) to Form 10-Q for Forest Oil
         Corporation for the quarter ended June 30, 1995
         (File No. 0-4597).

3.1.3    Certificate of Amendment of the Restated Certificate of
         Incorporation dated as of July 26, 1995, incorporated herein
         by reference to Exhibit 3(i)(b) to Form 10-Q for Forest Oil
         Corporation for the quarter ended June 30, 1995 (File
         No. 0-4597).

3.1.4    Certificate of Amendment of the Restated Certificate of
         Incorporation dated as of January 5, 1996, incorporated herein
         by reference to Exhibit 3(i)(c) to the Company's Registration
         Statement on Form S-2 (Registration No. 33-64949).

3.2.1    Restated By-Laws of Forest Oil Corporation as of May 9, 1990,
         Amendment No. 1 to By-Laws dated as of April 2, 1991, Amendment
         No. 2 to By-Laws dated as of May 8, 1991, Amendment No. 3 to
         By-Laws dated as of July 30, 1991, Amendment No. 4 to By-Laws
         dated as of January 17, 1992, Amendment No. 5 to By-Laws dated
         as of March 18, 1993 and Amendment No. 6 to By-Laws dated as of
         September 14, 1993, incorporated herein by reference to
         Exhibit 3(ii) to Form 10-Q for Forest Oil Corporation for the
         quarter ended September 30, 1993 (File No. 0-4597).

3.2.2    Amendment No. 7 to By-Laws dated as of December 3, 1993,
         incorporated herein by reference to Exhibit 3(ii)(a) to
         Form 10-K for Forest Oil Corporation for the year ended
         December 31, 1993 (File No. 0-4597).

3.2.3    Amendment No. 8 to By-Laws dated as of February 24, 1994,
         incorporated herein by reference to Exhibit 3(ii)(b) to
         Form 10-K for Forest Oil Corporation for the year ended
         December 31, 1993 (File No. 0-4597).

3.2.4    Amendment No. 9 to By-Laws dated as of May 15, 1995,
         incorporated herein by reference to Exhibit 3(ii)(c) to
         Form 10-Q for Forest Oil Corporation for the quarter ended
         June 30, 1995 (File No. 0-4597).

3.2.5    Amendment No. 10 to By-Laws dated as of July 27, 1995,
         incorporated herein by reference to Exhibit 3(ii)(d) to
         Form 10-Q for Forest Oil Corporation for the quarter ended
         June 30, 1995 (File No. 0-4597).

3.2.6    Rights Agreement between Forest Oil Corporation and Mellon Securities
         Trust Company, as Rights Agent dated as of October 14, 1993, 
         incorporated herein by reference to Exhibit 4.3 to Form 10-Q for 
         Forest Oil Corporation for the quarter ended September 30, 1993
         (File No. 0-4597).

*4.1     Forest Oil Corporation Stock Incentive Plan.

*5.1     Opinion of Daniel L. McNamara, Esq.

*23.1    Consent of KPMG Peat Marwick LLP.

*23.2    Consent of Price Waterhouse.

*24.1    Powers of Attorney.

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

*Filed herewith.


                                         -9-
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 28732}]
{"company-data": {"conformed-name": "FOREST OIL CORP", "cik": "0000038079", "assigned-sic": "1311", "irs-number": "250484900", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05497", "film-number": "96578377"}, "business-address": {"street1": "1600 BROADWAY", "street2": "STE 2200", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "3038121400"}}
As filed with the Securities and Exchange Commission on June 7, 1996
                                                     Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

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

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

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

                                FOREST OIL CORPORATION
                (Exact name of registrant as specified in its charter)

          NEW YORK                                  25-0484900
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                   Identification No.)

                                    1600 BROADWAY
                                      SUITE 2200
                                DENVER, COLORADO 80202

             (Address of principal executive offices, including zip code)

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

                     FOREST OIL CORPORATION STOCK INCENTIVE PLAN
             (FORMERLY THE FOREST OIL CORPORATION 1992 STOCK OPTION PLAN)
                               (Full title of the plan)

                                  DANIEL L. MCNAMARA
                           CORPORATE COUNSEL AND SECRETARY
                                FOREST OIL CORPORATION
                                    1600 BROADWAY
                                      SUITE 2200
                               DENVER, COLORADO  80202
                       (Name and address of agent for service)

                                    (303) 812-1400
            (Telephone number, including area code, of agent for service)

                                      COPIES TO:

                                    Alan P. Baden
                                Vinson & Elkins L.L.P.
                                2300 First City Tower
                                  1001 Fannin Street
                              Houston, Texas  77002-6760

                           CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
 
  Title of                        Amount         Proposed              Proposed              Amount of
securities to be                  to be      maximum offering       maximum aggregate      Registration
  registered                   registered    price per share (1)     offering price (1)        Fee (1)
- --------------------------------------------------------------------------------------------------------
Common Stock,                  2,615,758        $12.75              $33,350,915             $11,500
Par Value $.10 Per Share
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
(1) Estimated, solely for purposes of calculating the registration fee and in
    accordance with Rule 457, at the average of the high and low prices
    reported on the Nasdaq National Market on June 4, 1996.
PART II
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents which have been filed with the Securities and
Exchange Commission (the "Commission") by Forest Oil Corporation, a New York
corporation (the "Company"), are incorporated herein by reference and made a
part hereof:

    (a)  Annual Report on Form 10-K for the fiscal year ended December 31,
         1995;

    (b)  Report on Form 8-K dated as of January 3, 1996;

    (c)  Report on Form 8-K/A dated as of January 3, 1996;

    (d)  Report on Form 8-K dated as of January 25, 1996;

    (e)  Report on Form 8-K dated as of February 6, 1996;

    (f)  Report on Form 8-K/A dated as of April 15, 1996;

    (g)  Report on Form 8-K dated as of February 15, 1996;

    (h)  Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
         1996; and

    (i)  Description of the Common Stock contained in the Company's
         Registration Statement on Form S-2 (Registration Statement No. 33-
         64949).

    All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the effective date of this Registration Statement, prior to
the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered hereby have been sold or deregistering
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.  Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed to
constitute a part of this Registration Statement, except as so modified or
superseded.

ITEM 4.       DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Sections 721 through 725 of the Business Corporation Law of the State of
New York (the "BCL"), in which Forest Oil Corporation is incorporated, permit
New York corporations, acting through their boards of directors, to extend broad
protection to their directors, officers and other employees by way of indemnity
and advancement of expenses.  These sections (1) provide that the statutory
indemnification provisions of the BCL are not exclusive, provided that no
indemnification may be made to or on behalf of any director or officer if a
judgment or other final adjudication adverse to the director or officer
establishes that his acts were committed in bad faith or were the result of
active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or other
advantage to which he

                                         -2-
was not entitled, (2) establish procedures for indemnification and advancement
of expenses that may be contained in the certificate of incorporation or by-
laws, or, when authorized by either of the foregoing, set forth in a resolution
of the shareholders or directors or an agreement providing for indemnification
and advancement of expenses, (3) apply a single standard for statutory
indemnification for third-party and derivative suits by providing that
indemnification is available if the director or officer acted, in good faith,
for a purpose which he reasonably believed to be in the best interests of the
corporation, and, in criminal actions, had no reasonable cause to believe that
his conduct was unlawful, (4) eliminate the requirement for mandatory statutory
indemnification that the indemnified party be "wholly" successful and (5)
provide for the advancement of litigation expenses upon receipt of an
undertaking to repay such advance if the director or officer is ultimately
determined not to be entitled to indemnification.   Section 726 of the BCL
permits the purchase of insurance to indemnify a corporation or its officers and
directors to the extent permitted.  Essentially, the amended BCL allows
corporations to provide for indemnification of directors, officers and employees
except in those cases where a judgment or other financial adjudication adverse
to the indemnified party establishes that the acts were committed in bad faith
or were the result of active and deliberate dishonesty or that the indemnified
party personally gained a financial profit or other advantage to which he was
not legally entitled.

    Article IX of the By-laws of Forest Oil Corporation contains very broad
indemnification provisions which permit the corporation to avail itself of the
amended BCL to extend broad protection to its directors, officers and employees
by way of indemnity and advancement of expenses.  It sets out the standard under
which the Company will indemnify directors and officers, provides for
reimbursement in such instances, for the advancement or reimbursement for
expenses reasonably incurred in defending an action, and for the extension of
indemnity to persons other than directors and officers.  It also establishes the
manner of handling indemnification when a lawsuit is settled.  It is not
intended that this By-law is an exclusive method of indemnification.

    Article IX of the By-laws may only be amended prospectively.  In addition,
the Company cannot, except by elimination or amendment of such section of the
By-laws, limit the rights of any indemnified person to indemnity or advancement
of expenses provided in accordance with this By-law.  It also permits the
indemnified person to sue the Company for indemnification, shifting the burden
of proof to the Company to prove that the indemnified person has not met the
standards of conduct required for indemnification and requires the Company to
pay the costs of such suit if the indemnified person is successful.

    The Restated Certificate of Incorporation of the Company limits the
personal liability of the Company's directors to the fullest extent permitted
under the BCL.

    Additionally, the BCL was amended in 1987 to allow New York corporations to
limit or eliminate director's liability for certain breaches of duty.  The
Restated Certificate of Incorporation provides that a director of the Company
shall not be liable to the Company or its shareholders for damages for any
breach of duty in such a capacity unless a judgment or other final adjudication
adverse to the director establishes that:

    (a)  the director's acts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of law; or

    (b)  the director personally gained in fact a financial profit or other
advantage to which the director was not legally entitled; or

    (c)  the director's acts violated Section 719 of the BCL.

    A director's liability for any act or omission prior to the adoption of the
amendment to the BCL to eliminate director's liability for certain breaches of
duty shall not be eliminated or limited by virtue thereof and any repeal or
modification of the foregoing provisions of, or the adoption of any provision
of, the Restated Certificate of Incorporation inconsistent with the BCL shall
not adversely affect any right, immunity or protection of a director existing
thereunder with respect to any act or omission occurring prior to or at the time
of such repeal or modification or the adoption of such inconsistent provision.

                                         -3-
If the BCL is subsequently amended to permit the further elimination or
limitation of the personal liability of a director, then the liability of the
director shall be eliminated or limited to the fullest extent permitted by the
BCL as so amended.

    The Company has insurance coverage which protects directors and officers of
Forest Oil Corporation and its subsidiaries against judgments, settlements and
legal costs incurred because of actual or alleged errors or omissions in
connection with their activities as directors or officers of Forest Oil
Corporation and its subsidiaries.  One of the policies is a Directors and
Officers Liability and Corporation Reimbursement Policy, which covers the period
July 25, 1995 to July 25, 1996.  Where Forest Oil Corporation or its
subsidiaries indemnifies covered directors and officers, Forest Oil Corporation
is responsible for a $500,000 deductible per loss for securities claims and
$250,000 for other claims.  The maximum annual cumulative policy limit is $20
million.

    The Company also has Pension Trust Liability Coverage as respects Forest
Oil Corporation Pension Trust and the Retirement Savings Plan.  It covers legal
liability and defense of Plan sponsors and fiduciaries for certain claims based
upon actual or alleged Breach of Fiduciary Duty (as defined in the policy) as
respects the covered benefit plans.  The coverage limit is $10 million (annual
cumulative policy limit) and is subject to a deductible of $100,000 for each
loss when indemnifiable by Forest Oil Corporation and its subsidiaries.

    These policies contain exclusions commonly found in such insurance policies
including, but not limited to, exclusions for claims based on fines and
penalties imposed by law or other matters deemed uninsurable by law, claims
brought by one insured against another insured, claims based upon or
attributable to an officer or director gaining any personal profit or advantage
to which he or she is not legally entitled, adjudicated acts of active or
deliberate dishonesty and claims based upon attempts (whether alleged or actual,
successful or unsuccessful) by persons to acquire securities of the Company
against the opposition of the Company's Board of Directors and in connection
with which the Company acquires its securities from such  persons at a price not
available to all other shareholders or gives consideration to such persons to
terminate such attempts.  Also excluded are those attempts (whether alleged or
actual, successful or unsuccessful) by the Company to acquire its securities at
a premium over the then existing market price other than pursuant to an offer to
all of the holders of that class.

    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act, and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person thereof in connection with the
securities being registered (and the Securities and Exchange Commission is still
of the same opinion), the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

ITEM 8.       EXHIBITS.

3.1.1    Restated Certificate of Incorporation of Forest Oil Corporation dated
         October 14, 1993, incorporated herein by reference to Exhibit 3(i) to
         Form 10-Q for Forest Oil Corporation for the quarter ended
         September 30, 1993 (File No. 0-4597).

3.1.2    Certificate of Amendment of the Restated Certificate of Incorporation
         dated as of July 20, 1995, incorporated herein by reference to
         Exhibit 3(i)(a) to Form 10-Q for Forest Oil Corporation for the
         quarter ended June 30, 1995 (File No. 0-4597).

                                         -4-
3.1.3    Certificate of Amendment of the Restated Certificate of Incorporation
         dated as of July 26, 1995, incorporated herein by reference to
         Exhibit 3(i)(b) to Form 10-Q for Forest Oil Corporation for the
         quarter ended June 30, 1995 (File No. 0-4597).

3.1.4    Certificate of Amendment of the Restated Certificate of Incorporation
         dated as of January 5, 1996, incorporated herein by reference to
         Exhibit 3(i)(c) to the Company's Registration Statement on Form S-2
         (Registration No. 33-64949).

3.2.1    Restated By-Laws of Forest Oil Corporation as of May 9, 1990,
         Amendment No. 1 to By-Laws dated as of April 2, 1991, Amendment No. 2
         to By-Laws dated as of May 8, 1991, Amendment No. 3 to By-Laws dated
         as of July 30, 1991, Amendment No. 4 to By-Laws dated as of
         January 17, 1992, Amendment No. 5 to By-Laws dated as of March 18,
         1993 and Amendment No. 6 to By-Laws dated as of September 14, 1993,
         incorporated herein by reference to Exhibit 3(ii) to Form 10-Q for
         Forest Oil Corporation for the quarter ended September 30, 1993 (File
         No. 0-4597).

3.2.2    Amendment No. 7 to By-Laws dated as of December 3, 1993, incorporated
         herein by reference to Exhibit 3(ii)(a) to Form 10-K for Forest Oil
         Corporation for the year ended December 31, 1993 (File No. 0-4597).

3.2.3    Amendment No. 8 to By-Laws dated as of February 24, 1994, incorporated
         herein by reference to Exhibit 3(ii)(b) to Form 10-K for Forest Oil
         Corporation for the year ended December 31, 1993 (File No. 0-4597).

3.2.4    Amendment No. 9 to By-Laws dated as of May 15, 1995, incorporated
         herein by reference to Exhibit 3(ii)(c) to Form 10-Q for Forest Oil
         Corporation for the quarter ended June 30, 1995 (File No. 0-4597).

3.2.5    Amendment No. 10 to By-Laws dated as of July 27, 1995, incorporated
         herein by reference to Exhibit 3(ii)(d) to Form 10-Q for Forest Oil
         Corporation for the quarter ended June 30, 1995 (File No. 0-4597).

3.2.6    Rights Agreement between Forest Oil Corporation and Mellon Securities
         Trust Company, as Rights Agent dated as of October 14, 1993, 
         incorporated herein by reference to Exhibit 4.3 to Form 10-Q for 
         Forest Oil Corporation for the quarter ended September 30, 1993
         (File No. 0-4597).

*4.1     Forest Oil Corporation Stock Incentive Plan.

*5.1     Opinion of Daniel L. McNamara, Esq.

*23.1    Consent of KPMG Peat Marwick LLP.

*23.2    Consent of Price Waterhouse.

*24.1    Powers of Attorney.

- -----------------------------
*   Filed herewith.

                                         -5-
UNDERTAKINGS

    The undersigned Registrant hereby undertakes:

    (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

         (i)  To include any prospectus required by Section 10(a)(3) of the
    Act;

         (ii) To reflect in the prospectus any facts or events arising after
    the effective date of the Registration Statement (or the most recent post-
    effective amendment thereof) which, individually or in the aggregate,
    represent a fundamental change in the information set forth in the
    Registration Statement;

         (iii) To include any material information with respect to the plan of
    distribution not previously disclosed in the Registration Statement or any
    material change to such information in the Registration Statement;

PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

    (2)  That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

    (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

    The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

    Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                         -6-
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on the 7 day of June,
1996.

                             FOREST OIL CORPORATION

                             By:/s/DANIEL L. MC NAMARA
                                 ------------------------------------------
                                  Daniel L. McNamara
                                  Corporate Counsel and Secretary

    Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on June 7, 1996.

    SIGNATURE                     TITLE

*                                 Director, President and Chief Executive
                                  Officer
- ------------------------------    (Principal Executive Officer)
Robert S. Boswell

*                                 Vice President and Chief Financial Officer
- ------------------------------    (Principal Financial Officer)
David H. Keyte

*                                 Controller
- ------------------------------    (Principal Accounting Officer)
Joan C. Sonnen

*                                 Director
- ------------------------------
Philip F. Anschutz

*                                 Director
- ------------------------------
William L. Britton

*                                 Director
- ------------------------------
Richard J. Callahan

*                                 Director
- ------------------------------
William L. Dorn

*                                 Director
- ------------------------------
Jordan L. Haines

                                         -7-
*                                 Director
- ------------------------------
James H. Lee

*                                 Director
- ------------------------------
Craig D. Slater

*                                 Director
- ------------------------------
Drake S. Tempest

*                                 Director
- ------------------------------
Michael B. Yanney

*By: /s/DANIEL L. MC NAMARA
    --------------------------
    Daniel L. McNamara
    (as attorney-in-fact for each of the
    persons so indicated)

                                         -8-
EXHIBIT INDEX

Exhibit                         Description of Exhibit                Page
- -------                         ----------------------                ----

3.1.1    Restated Certificate of Incorporation of Forest Oil
         Corporation dated October 14, 1993, incorporated herein
         by reference to Exhibit 3(i) to Form 10-Q for Forest Oil
         Corporation for the quarter ended September 30, 1993 (File
         No. 0-4597).

3.1.2    Certificate of Amendment of the Restated Certificate of
         Incorporation dated as of July 20, 1995, incorporated herein
         by reference to Exhibit 3(i)(a) to Form 10-Q for Forest Oil
         Corporation for the quarter ended June 30, 1995
         (File No. 0-4597).

3.1.3    Certificate of Amendment of the Restated Certificate of
         Incorporation dated as of July 26, 1995, incorporated herein
         by reference to Exhibit 3(i)(b) to Form 10-Q for Forest Oil
         Corporation for the quarter ended June 30, 1995 (File
         No. 0-4597).

3.1.4    Certificate of Amendment of the Restated Certificate of
         Incorporation dated as of January 5, 1996, incorporated herein
         by reference to Exhibit 3(i)(c) to the Company's Registration
         Statement on Form S-2 (Registration No. 33-64949).

3.2.1    Restated By-Laws of Forest Oil Corporation as of May 9, 1990,
         Amendment No. 1 to By-Laws dated as of April 2, 1991, Amendment
         No. 2 to By-Laws dated as of May 8, 1991, Amendment No. 3 to
         By-Laws dated as of July 30, 1991, Amendment No. 4 to By-Laws
         dated as of January 17, 1992, Amendment No. 5 to By-Laws dated
         as of March 18, 1993 and Amendment No. 6 to By-Laws dated as of
         September 14, 1993, incorporated herein by reference to
         Exhibit 3(ii) to Form 10-Q for Forest Oil Corporation for the
         quarter ended September 30, 1993 (File No. 0-4597).

3.2.2    Amendment No. 7 to By-Laws dated as of December 3, 1993,
         incorporated herein by reference to Exhibit 3(ii)(a) to
         Form 10-K for Forest Oil Corporation for the year ended
         December 31, 1993 (File No. 0-4597).

3.2.3    Amendment No. 8 to By-Laws dated as of February 24, 1994,
         incorporated herein by reference to Exhibit 3(ii)(b) to
         Form 10-K for Forest Oil Corporation for the year ended
         December 31, 1993 (File No. 0-4597).

3.2.4    Amendment No. 9 to By-Laws dated as of May 15, 1995,
         incorporated herein by reference to Exhibit 3(ii)(c) to
         Form 10-Q for Forest Oil Corporation for the quarter ended
         June 30, 1995 (File No. 0-4597).

3.2.5    Amendment No. 10 to By-Laws dated as of July 27, 1995,
         incorporated herein by reference to Exhibit 3(ii)(d) to
         Form 10-Q for Forest Oil Corporation for the quarter ended
         June 30, 1995 (File No. 0-4597).

3.2.6    Rights Agreement between Forest Oil Corporation and Mellon Securities
         Trust Company, as Rights Agent dated as of October 14, 1993, 
         incorporated herein by reference to Exhibit 4.3 to Form 10-Q for 
         Forest Oil Corporation for the quarter ended September 30, 1993
         (File No. 0-4597).

*4.1     Forest Oil Corporation Stock Incentive Plan.

*5.1     Opinion of Daniel L. McNamara, Esq.

*23.1    Consent of KPMG Peat Marwick LLP.

*23.2    Consent of Price Waterhouse.

*24.1    Powers of Attorney.

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

*Filed herewith.

                                         -9-