As filed with the Securities and Exchange Commission on June 25, 1999
                                          Registration No. 333-
------------------------------------------------------------------------
------------------------------------------------------------------------
                         UNITED STATES
                   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                   (I.R.S. Employer
of incorporation or organization)            Identification No.)

                         1600 BROADWAY, SUITE 2200
                       DENVER, COLORADO 80202-4722
                             (303) 812-1400
         (Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)

                        FOREST OIL CORPORATION
                  1999 EMPLOYEE STOCK PURCHASE PLAN
                       (full title of the plan)

                          JOAN C. SONNEN
         VICE PRESIDENT - CONTROLLER AND CORPORATE SECRETARY
                     1600 BROADWAY, SUITE 2200
                   DENVER, COLORADO  80202-4722
                         (303) 812-1400
   (Name, address, including zip code, and telephone number,
           including area code, of agent for service)

                           Copies to:

                         Alan P. Baden
                     Vinson & Elkins L.L.P.
                  1325 Avenue of the Americas
                           17th Floor
                    New York, New York  10019-6026
                         (917) 206-8000
                         (917) 206-8100 (fax)


                CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
---------------------------------------------------------------------
---------------------------------------------------------------------
Title of each    Amount to   Proposed     Proposed    Amount
class of         be          maximum      maximum     of
securities to    Registered  offering     aggregate   Registra
be registered    (1)         price per    offering    tion fee
                             share (2)    price (3)
<S>              <C>         <C>          <C>         <C>
Common Stock,
par value $.10   250,000     $12.8125     $3,203,125  $890
per share        shares
---------------------------------------------------------------------
---------------------------------------------------------------------
</TABLE>

(1)  In addition, pursuant to Rule 416 (c) under the Securities
     Act of 1933, this registration statement also covers an
     indeterminate amount of interests to be offered or sold
     pursuant to the Forest Oil Corporation 1999 Employee Stock
     Purchase Plan.

(2)  Calculated by dividing the proposed maximum aggregate
     offering price by the amount to be registered.

(3)  The price is estimated in accordance with Rule 457(h)(1)
     under the Securities Act of 1933, as amended, solely for the
     purpose of calculating the registration fee and is the
     product resulting from multiplying 250,000, the number of
     shares registered by this Registration Statement, by
     $12.8125, the average of the high and low prices of the
     Common Stock as reported by the New York Stock Exchange on
     June 23, 1999.


     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND
EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.

                            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 (the "Company"), are incorporated herein by
reference and made a part hereof:

          (i)   Annual Report on Form 10-K for the
                fiscal year ended December 31, 1998;

          (ii)  Quarterly Report on Form 10-Q for the quarter ended March
                31, 1999;

          (iii) Current Report on Form 8-K, dated January 22, 1999;

          (iv)  Current Report on Form 8-K/A, dated February 3, 1998; and

          (v)   The description of the Company's Common
                Stock set forth in the Company's Registration
                Statement on Form 8-A dated October 20, 1997.


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

Item 4.  DESCRIPTION OF SECURITIES

       Not applicable.

Item 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

       The legality of the Common Stock offered hereby has been
passed on for the Company by Vinson & Elkins L.L.P., 1325 Avenue
of the Americas, 17th Floor, New York, New York  10019-6026.

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 was not entitled,
(2) establish procedures for indemnification and advancement of
expenses that may be contained in the certificate of
incorporation or bylaws, 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 a 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 BCL
allows corporations to provide for indemnification of directors,
officers and employees except in those cases where a judgment or
other final 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 Bylaws of Forest Oil Corporation contains
very broad indemnification provisions which permit the Company to
avail itself of the 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 Bylaw is an exclusive method of
indemnification.


Item 7.     EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable

Item 8.     EXHIBITS

       The following documents are filed as exhibits to this
Registration Statement, including those exhibits incorporated
herein by reference to a prior filing of the Company under the
Securities Act or the Exchange Act as indicated in parentheses:

EXHIBIT
NUMBER                          EXHIBITS

4.1      -  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).

4.2      -  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      -  Certificate of Amendment of the 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).

4.4      -  Restated Bylaws of Forest Oil Corporation as of May
            9, 1990, Amendment No. 1 to Bylaws dated as of April
            2, 1991, Amendment No. 2 to Bylaws as of May 8,
            1991, Amendment No. 3 to Bylaws dated as of July 30,
            1991, Amendment No. 4 to Bylaws dated as of January
            17, 1992, Amendment No. 5 to Bylaws dated as of
            March 18, 1993 and Amendment No. 6 to Bylaws 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).

   4.5   -  Amendment No. 7 to Bylaws 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).

   4.6   -  Amendment No. 8 to Bylaws 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).

   4.7   -  Amendment No. 9 to Bylaws 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).

   4.8   -  Amendment No. 10 to Bylaws 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).

   4.9   - 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).

   4.10   - Amendment No. 1 dated as of July 27, 1995 to Rights
            Agreement dated as of October 14, 1993 between
            Forest Oil Corporation and Mellon Securities Trust
            Company, incorporated herein by reference to Exhibit
            99.5 of Form 8-K for Forest Oil Corporation
            dated October 11, 1995 (File No. 0-4597).

  4.11*     Forest Oil Corporation 1999 Employee Stock
            Purchase Plan.

  4.12*     First Amendment to Forest Oil Corporation 1999
            Employee Stock Purchase Plan.

  5*     -  Opinion of Vinson & Elkins L.L.P., as to the
            legality of the securities being registered.

  23.1*  -  Consent of KPMG LLP.
  23.2*  -  Consent of Arthur Andersen LLP.
  24*    -  Powers of Attorney (included on the signature pages
            hereof).

__________

  *      Filed herewith.

  Item 9.  UNDERTAKINGS

  (a) 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 Securities 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.  Notwithstanding the foregoing, any
       increase or decrease in volume of securities offered (if
       the total dollar value of securities offered would not
       exceed that which was registered) and any deviation from the
       low or high end of the estimated maximum offering range may
       be reflected in the form of prospectus filed with the
       Commission pursuant to Rule 424(b) if, in the aggregate, the
       changes in volume and price represent no more than a 20%
       change in the maximum aggregate offering price set forth in
       the "Calculation of Registration Fee" table in the effective
       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 the undertakings set forth in
  paragraphs (a)(l)(i) and (a)(l)(ii) above do not apply if the
  information required to be included in a post-effective
  amendment by those paragraphs is contained in periodic reports
  filed with or furnished to the Securities and Exchange
  Commission 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 Securities 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.

(b)  The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities 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 benefits 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.

(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
set forth in Item 15, any charter provision, bylaw, contract,
arrangement, statute, 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 Securities 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 against the registrant 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 of
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                          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 25th day of June, 1999.

                                 FOREST OIL CORPORATION


                                 By:  /s/ William L. Dorn
                                      William L. Dorn
                                      Chairman of the Board

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints David H. Keyte
and Joan C. Sonnen and each of them, any one of whom may act
without the joinder of the others, as his true and lawful
attorney-in-fact to sign on his behalf and in the capacity stated
below and to file any and all amendments and post-effective
amendments to this registration statement, with all exhibits
thereto, with the Securities and Exchange Commission, which
amendment or amendments may make such changes and additions in
this registration statement as such attorney-in-fact may deem
necessary or appropriate.

     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 and on the dates
indicated.

          SIGNATURE                TITLE                      DATE

    /s/ William L. Dorn    Chairman of the Board           June 25, 1999
        William L. Dorn

    /s/ Robert S. Boswell  President and Chief Executive   June 25, 1999
        Robert S. Boswell      Officer and Director

    /s/ David H. Keyte     Executive Vice President and    June 25, 1999
        David H. Keyte          Chief Financial Officer
                             (Principal Financial Officer)

    /s/ Joan C. Sonnen  Vice President - Controller and    June 25, 1999
        Joan C. Sonnen          Corporate Secretary
                               (Principal Accounting Officer)


        Philip F. Anschutz        Director                 June 25, 1999

    /s/ William L. Britton
        William L. Britton        Director                 June 25, 1999

    /s/ Cortlandt S. Dietler
        Cortlandt S. Dietler      Director                 June 25, 1999

    /s/ Cannon Y. Harvey
        Cannon Y. Harvey          Director                 June 25, 1999


        James H. Lee              Director                 June 25, 1999

    /s/ J. J. Simmons, III
        J. J. Simmons, III        Director                 June 25, 1999


        Craig D. Slater           Director                 June 25, 1999

    /s/ Michael B. Yanney
        Michael B. Yanney         Director                 June 25, 1999
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As filed with the Securities and Exchange Commission on June 25, 1999
                                          Registration No. 333-
------------------------------------------------------------------------
------------------------------------------------------------------------
                         UNITED STATES
                   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                   (I.R.S. Employer
of incorporation or organization)            Identification No.)

                         1600 BROADWAY, SUITE 2200
                       DENVER, COLORADO 80202-4722
                             (303) 812-1400
         (Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)

                        FOREST OIL CORPORATION
                  1999 EMPLOYEE STOCK PURCHASE PLAN
                       (full title of the plan)

                          JOAN C. SONNEN
         VICE PRESIDENT - CONTROLLER AND CORPORATE SECRETARY
                     1600 BROADWAY, SUITE 2200
                   DENVER, COLORADO  80202-4722
                         (303) 812-1400
   (Name, address, including zip code, and telephone number,
           including area code, of agent for service)

                           Copies to:

                         Alan P. Baden
                     Vinson & Elkins L.L.P.
                  1325 Avenue of the Americas
                           17th Floor
                    New York, New York  10019-6026
                         (917) 206-8000
                         (917) 206-8100 (fax)

                CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------
---------------------------------------------------------------------
Title of each    Amount to   Proposed     Proposed    Amount
class of         be          maximum      maximum     of
securities to    Registered  offering     aggregate   Registra
be registered    (1)         price per    offering    tion fee
                             share (2)    price (3)
Common Stock,
par value $.10   250,000     $12.8125     $3,203,125  $890
per share        shares
---------------------------------------------------------------------
---------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416 (c) under the Securities
     Act of 1933, this registration statement also covers an
     indeterminate amount of interests to be offered or sold
     pursuant to the Forest Oil Corporation 1999 Employee Stock
     Purchase Plan.

(2)  Calculated by dividing the proposed maximum aggregate
     offering price by the amount to be registered.

(3)  The price is estimated in accordance with Rule 457(h)(1)
     under the Securities Act of 1933, as amended, solely for the
     purpose of calculating the registration fee and is the
     product resulting from multiplying 250,000, the number of
     shares registered by this Registration Statement, by
     $12.8125, the average of the high and low prices of the
     Common Stock as reported by the New York Stock Exchange on
     June 23, 1999.

     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND
EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.

                            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 (the "Company"), are incorporated herein by
reference and made a part hereof:

          (i)   Annual Report on Form 10-K for the
                fiscal year ended December 31, 1998;

          (ii)  Quarterly Report on Form 10-Q for the quarter ended March
                31, 1999;

          (iii) Current Report on Form 8-K, dated January 22, 1999;

          (iv)  Current Report on Form 8-K/A, dated February 3, 1998; and

          (v)   The description of the Company's Common
                Stock set forth in the Company's Registration
                Statement on Form 8-A dated October 20, 1997.

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

Item 4.  DESCRIPTION OF SECURITIES

       Not applicable.

Item 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

       The legality of the Common Stock offered hereby has been
passed on for the Company by Vinson & Elkins L.L.P., 1325 Avenue
of the Americas, 17th Floor, New York, New York  10019-6026.

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 was not entitled,
(2) establish procedures for indemnification and advancement of
expenses that may be contained in the certificate of
incorporation or bylaws, 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 a 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 BCL
allows corporations to provide for indemnification of directors,
officers and employees except in those cases where a judgment or
other final 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 Bylaws of Forest Oil Corporation contains
very broad indemnification provisions which permit the Company to
avail itself of the 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 Bylaw is an exclusive method of
indemnification.

Item 7.     EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable

Item 8.     EXHIBITS

       The following documents are filed as exhibits to this
Registration Statement, including those exhibits incorporated
herein by reference to a prior filing of the Company under the
Securities Act or the Exchange Act as indicated in parentheses:

EXHIBIT
NUMBER                          EXHIBITS

4.1      -  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).

4.2      -  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      -  Certificate of Amendment of the 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).

4.4      -  Restated Bylaws of Forest Oil Corporation as of May
            9, 1990, Amendment No. 1 to Bylaws dated as of April
            2, 1991, Amendment No. 2 to Bylaws as of May 8,
            1991, Amendment No. 3 to Bylaws dated as of July 30,
            1991, Amendment No. 4 to Bylaws dated as of January
            17, 1992, Amendment No. 5 to Bylaws dated as of
            March 18, 1993 and Amendment No. 6 to Bylaws 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).

   4.5   -  Amendment No. 7 to Bylaws 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).

   4.6   -  Amendment No. 8 to Bylaws 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).

   4.7   -  Amendment No. 9 to Bylaws 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).

   4.8   -  Amendment No. 10 to Bylaws 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).

   4.9   - 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).

   4.10   - Amendment No. 1 dated as of July 27, 1995 to Rights
            Agreement dated as of October 14, 1993 between
            Forest Oil Corporation and Mellon Securities Trust
            Company, incorporated herein by reference to Exhibit
            99.5 of Form 8-K for Forest Oil Corporation
            dated October 11, 1995 (File No. 0-4597).

  4.11*     Forest Oil Corporation 1999 Employee Stock
            Purchase Plan.

  4.12*     First Amendment to Forest Oil Corporation 1999
            Employee Stock Purchase Plan.

  5*     -  Opinion of Vinson & Elkins L.L.P., as to the
            legality of the securities being registered.

  23.1*  -  Consent of KPMG LLP.
  23.2*  -  Consent of Arthur Andersen LLP.
  24*    -  Powers of Attorney (included on the signature pages
            hereof).

__________

  *      Filed herewith.

  Item 9.  UNDERTAKINGS

  (a) 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 Securities 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.  Notwithstanding the foregoing, any
       increase or decrease in volume of securities offered (if
       the total dollar value of securities offered would not
       exceed that which was registered) and any deviation from the
       low or high end of the estimated maximum offering range may
       be reflected in the form of prospectus filed with the
       Commission pursuant to Rule 424(b) if, in the aggregate, the
       changes in volume and price represent no more than a 20%
       change in the maximum aggregate offering price set forth in
       the "Calculation of Registration Fee" table in the effective
       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 the undertakings set forth in
  paragraphs (a)(l)(i) and (a)(l)(ii) above do not apply if the
  information required to be included in a post-effective
  amendment by those paragraphs is contained in periodic reports
  filed with or furnished to the Securities and Exchange
  Commission 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 Securities 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.

(b)  The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities 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 benefits 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.

(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
set forth in Item 15, any charter provision, bylaw, contract,
arrangement, statute, 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 Securities 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 against the registrant 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 of
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                          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 25th day of June, 1999.

                                 FOREST OIL CORPORATION

                                 By:  /s/ William L. Dorn
                                      William L. Dorn
                                      Chairman of the Board

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints David H. Keyte
and Joan C. Sonnen and each of them, any one of whom may act
without the joinder of the others, as his true and lawful
attorney-in-fact to sign on his behalf and in the capacity stated
below and to file any and all amendments and post-effective
amendments to this registration statement, with all exhibits
thereto, with the Securities and Exchange Commission, which
amendment or amendments may make such changes and additions in
this registration statement as such attorney-in-fact may deem
necessary or appropriate.

     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 and on the dates
indicated.

          SIGNATURE                TITLE                      DATE

    /s/ William L. Dorn    Chairman of the Board           June 25, 1999
        William L. Dorn

    /s/ Robert S. Boswell  President and Chief Executive   June 25, 1999
        Robert S. Boswell      Officer and Director

    /s/ David H. Keyte     Executive Vice President and    June 25, 1999
        David H. Keyte          Chief Financial Officer
                             (Principal Financial Officer)

    /s/ Joan C. Sonnen  Vice President - Controller and    June 25, 1999
        Joan C. Sonnen          Corporate Secretary
                               (Principal Accounting Officer)

        Philip F. Anschutz        Director                 June 25, 1999

    /s/ William L. Britton
        William L. Britton        Director                 June 25, 1999

    /s/ Cortlandt S. Dietler
        Cortlandt S. Dietler      Director                 June 25, 1999

    /s/ Cannon Y. Harvey
        Cannon Y. Harvey          Director                 June 25, 1999

        James H. Lee              Director                 June 25, 1999

    /s/ J. J. Simmons, III
        J. J. Simmons, III        Director                 June 25, 1999

        Craig D. Slater           Director                 June 25, 1999

    /s/ Michael B. Yanney
        Michael B. Yanney         Director                 June 25, 1999