FOREST OIL CORP
8-K, 1998-01-12
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) - January 12, 1998
                                
                                
                     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 its 
           agreement to issue 6.17 million shares of common stock to The 
           Anschutz Corporation in exchange for certain oil and gas assets.


       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:  January 12, 1998           By:  /s/ Daniel L. McNamara
                                      Daniel L. McNamara
                                      Secretary



FOR IMMEDIATE RELEASE
                                
                                
      ANSCHUTZ TO MAKE ADDITIONAL INVESTMENT IN FOREST OIL


DENVER, COLORADO - JANUARY 12, 1998 - Forest Oil Corporation (NYSE:FST) 
announced today that it has agreed to issue 6.17 million shares of common 
stock to The Anschutz Corporation (Anschutz) in exchange for certain oil 
and gas assets.

The oil and gas assets include four producing oil and natural gas fields 
in Utah and Wyoming including the Anschutz Ranch property.  These fields 
have net proved developed producing reserves estimated at 7.1 million 
barrels of hydrocarbon liquids and 48 billion cubic feet (bcf) of natural 
gas or approximately 90 billion cubic feet equivalent (bcfe).

In addition, Anschutz will contribute all of its Canadian oil and gas assets, 
primarily comprised of approximately 170,000 net acres of undeveloped land.

Anschutz will also contribute certain of its international oil and gas assets 
comprised of 10 international concessions encompassing approximately 11 million 
net acres of undeveloped land.

This transaction is subject to certain conditions, including preparation of 
a definitive agreement, approval by Forest's independent directors, receipt 
of a fairness opinion from an investment banking firm and approval of the 
company's shareholders other than Anschutz.  After the transaction, Anschutz 
will own approximately 40% of the outstanding common shares of Forest.

Robert S. Boswell, president and chief executive officer of Forest stated, 
"This asset base fortifies our Rocky Mountain position with long-lived, 
stable reserves with acceleration upside.  In addition, the international 
assets of Anschutz, which took a number of years to accumulate, provide us 
instantly with significant longer term exploratory potential."

"With the recent acquisition in Louisiana, and the Anschutz Rocky Mountain 
fields, we believe we are of sufficient size to begin a disciplined 
international exploration program.  Our international focus will be developed 
over a longer period of time in a manner which will not dilute our North 
American activities."

David H. Keyte, executive vice president and chief financial officer of 
Forest, said, "This transaction will be accretive to cash flow and earnings 
per share in 1998.  This acquisition provides an estimated 10 bcfe of 
domestic production in 1998.  In addition, the longer term upside provided 
by the Anschutz international acreage makes this acquisition attractive from 
a financial perspective.  Further, the transaction will allow Forest 
significant flexibility in pursuing de-leveraging options to attain a 40% 
leveraged capital structure by the end of 1998."

This news release includes forward looking statements within the meaning of 
Section 27A of the Securities Act of 1933 and Section 21E of the Securities 
Exchange Act of 1934.  Although the company believes that its expectations 
are based on reasonable assumptions, it can give no assurance that expected 
results will be achieved.  Important factors that could cause actual results
to differ materially from those in the forward looking statements herein 
include drilling risks, environmental risks, operating risks and other risk 
factors as described in the company's 1996 Annual Report and Form 10-K as 
filed with the Securities and Exchange Commission.

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, Wyoming and Canada.  Forest's common stock trades 
on the New York Stock Exchange under the symbol FST.

January 12, 1998





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