SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-C
REPORT BY ISSUER OF SECURITIES QUOTED
ON NASDAQ INTERDEALER QUOTATION SYSTEM
Filed pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 and Rule 13a-17 or 15d-17 thereunder
FOREST OIL CORPORATION
(Exact name of issuer as specified in charter)
1500 Colorado National Building
950 - 17th Street
Denver, Colorado 80202
(Address of principal executive offices)
(814) 368-7171
(Issuer's telephone number, including area code)
I. CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of 5% or more in number
of shares outstanding:
1. Title of Security: Common Stock, Par Value $.10 Per Share(Common Stock)
2. Number of shares of Common Stock outstanding before change: 27,057,471
3. Number of shares of Common Stock outstanding after change: 28,540,601
4. Effective date of change: May 1, 1995
5. Method of change: The number of shares of Common Stock
outstanding has changed from the amount as last reported because of
(i) conversions of Forest Oil Corporation (the Company) Warrants, and
$.75 Convertible Preferred Stock, Par Value $.01 Per Share, into shares
of Common Stock, (ii) the exercise of stock options pursuant to the
Company's 1992 Stock Option Plan, (iii) an adjustment to the reclassi-
fication of the Company's Class B Stock into shares of Common Stock,
(iv) the issuance by the Company of shares of Common Stock, previously
held as treasury shares, as contributions to the Company's Retirement
Savings Plan for the benefit of its employees and the issuance of shares
for the Profit Sharing Contribution to the Company's Retirement Savings
Plan for the benefit of its employees, (v) purchases by the Company of
Common Stock, (vi) stock dividends, payable in shares of Common Stock,
on the aggregate shares outstanding of $.75 Conver-tible Preferred Stock
payable on August 1, 1993, to shareholders of record on July 9, 1993,
and on the aggregate shares outstanding of $.75 Convertible Preferred
Stock payable on November 1, 1993, to shareholders of record on October
8, 1993, and on the aggregate shares outstanding of $.75 Convertible
Preferred Stock payable on May 1, 1995, to shareholders of record on
April 10, 1995. Issued as back dividends owed previous holders of
preferred stock.
Give brief description of transactions: From June 17, 1993, (the effective
date of last reported change) through May 1, 1995, Warrants were exercised
for 75 shares of Common Stock and 160,227 shares of $.75 Convertible Prefer-
red Stock were converted at a conversion rate of 3.5 into 560,802 shares of
Common Stock. On October 5, 1993, 10,000 shares, on June 20, 1994, 20,000
shares and on July 8, 1994, 15,000 shares of Common Stock were issued upon
the exercise of options pursuant to the 1992 Stock Option Plan. During the
same period,an adjustment of 364 shares was necessary pursuant to the round-
ing up of Class B shares for reclassification at a conversion rate of 1.1
into shares of Common Stock. During the same period, the Company issued and
contributed 349,614 shares of Common Stock to its Retirement Savings Plan.
On March 31, 1994, 60,043 shares and on April 30,1994, 20,304 shares were
issued for the Company's Profit Sharing Contribution to its Retirement
Savings Plan. During the same period, the Company purchased 79 shares of
Common Stock tendered by shareholders. As a result of the August 1, 1993,
stock dividend on its $.75 Convertible Preferred Stock, 114,281 shares of
Common Stock were issued. As a result of the November 1, 1993, stock divi-
dend on its $.75 Convertible Preferred Stock, 129,804 shares of Common Stock
were issued and as a result of the May 1, 1995, stock dividend on its $.75
Convertible Preferred Stock, 272,899 shares of Common Stock were issued.
A total of 11,106 shares were issued as back dividends owed previous holders
of preferred stock.
As of May 1, 1995, there were 28,540,601 total shares of Common Stock
outstanding.
The following table summarizes the changes in the amount of shares
outstanding from the last reported change:
Shares of
Common Stock
____________
Outstanding as of 6/17/93 27,057,471
Conversions............................. 560,869
Exercise of Stock Options................ 45,000
Adjustment to Reclassification..............(364)
Retirement Savings Plan Contribution.....349,614
Purchases....................................(79)
Back Dividends............................11,106
Stock Dividend
Payable 8/2/93.........................114,281
Stock Dividend
Payable 11/1/93........................129,804
Stock Dividend
Payable 5/1/95.........................272,899
___________
Outstanding as of 5/1/95 28,540,601
The Common Stock is traded in the National Market System of
the National Association of Securities Dealers, Inc. Automated
Quotation System. Each share of the $.75 Convertible Preferred
Stock is convertible at any time into 3.5 shares of Common Stock.
Each Warrant is exercisable at any time into shares of Common
Stock.
II. CHANGE IN NAME OF ISSUER
1. Name prior to change: Not applicable.
2. Name after change:
3. Effective date of charter amendment changing name:
4. Date of shareholder approval of change, if required:
FOREST OIL CORPORATION
(Registrant)
By /s/ Daniel L. McNamara
________________________________
Daniel L. McNamara
Secretary
May 10, 1995
