FOREST OIL CORP
8-K, 1997-03-19
CRUDE PETROLEUM & NATURAL GAS
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               SECURITIES AND EXCHANGE COMMISSION
                                
                                
                     Washington, D. C. 20549
                                
                                
                                
                            FORM 8-K
                                
                                
                                
                         CURRENT REPORT
                                
                                
                                
                  Pursuant to Section 13 of the
                 Securities Exchange Act of 1934
                                
                                
                                
Date of Report (Date of earliest event reported) - March 7, 1997
                                
                                
                                
                     FOREST OIL CORPORATION
     (Exact name of registrant as specified in its charter)



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


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

Item 5.  Other Events

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

Item 7.  Financial Statements and Exhibits

       (c)  Exhibits

           (99.1)    Forest Oil Corporation press release
       announcing that it has exercised its right to purchase an
       additional 5,538,750 shares of Saxon Petroleum Inc.

Item 9.  Sales of Equity Securities Pursuant to Regulation S.

       On March 7, 1997, the Company acquired, pursuant to the
exercise of certain options, 5,538,750 shares of Saxon Petroleum
Inc. in exchange for 131,489 shares of Forest Oil Corporation
Common Stock.  The Forest shares were issued pursuant to an
exemption provided by Regulation S of the Securities Act of 1933.
Saxon Petroleum Inc. is an Alberta, Canada corporation.

       The Company currently owns 43,958,142 Common shares and
43,470,774 Non-Voting Convertible shares, representing
approximately 49.9% of the outstanding Common shares and all of
the outstanding Non-Voting Convertible Shares.


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


                                   FOREST OIL CORPORATION
                                        (Registrant)



Dated:  March 19, 1997             By: /s/ Daniel L. McNamara

                                      Daniel L. McNamara
                                           Secretary



FOR IMMEDIATE RELEASE
                                
                                
                FOREST OIL CORPORATION ANNOUNCES
                   ADDITIONAL SAXON INVESTMENT
                                

DENVER, COLORADO - MARCH 13, 1997 - Forest Oil Corporation
announced today that pursuant to its Equity Participation
Agreement with Saxon Petroleum Inc., Forest has exercised its
right to purchase from the treasury of Saxon an additional
5,538,750 shares of Saxon, consisting of 3,158,142 common shares
and 2,380,608 non-voting convertible shares.  As a result of the
purchase, Forest now owns approximately 87.4 million, or
approximately 66%, of the outstanding shares of Saxon consisting
of 43,958,142 common shares and 43,470,774 non-voting convertible
shares.

Forest also announced that it is fully supportive of Saxon's
recently announced bid to purchase Truax Resources Corporation
and presently intends to purchase additional shares of Saxon
Petroleum Inc. in connection with this transaction.

Forest Oil Corporation is engaged in the acquisition,
exploration, development, production and marketing of natural gas
and crude oil in North America.  Forest's principal reserves and
producing properties are located in the Gulf of Mexico, Texas,
Oklahoma and Canada.  Forest's common stock trades on the Nasdaq
National Market tier of The Nasdaq Stock Market under the symbol
FOIL.

March 13, 1997




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