CERTIFICATE OF AMENDMENT
                       OF THE CERTIFICATE OF INCORPORATION
                            OF FOREST OIL CORPORATION

Under Section 805 of the New York Business Corporation Law

WE, THE UNDERSIGNED, Robert S. Boswell and Joan C. Sonnen being, respectively,
the Chairman of the Board and Secretary of Forest Oil Corporation, do hereby
certify:

1.   The name of the Corporation is Forest Oil Corporation.

2.   The Certificate of Incorporation of said Corporation was filed by the
Department of State, State of New York, on the 13th day of March, 1924, and its
previous restated certificates of incorporation were filed by the Department of
State on the 12th day of May, 1978, the 19th day of May, 1992 and the 21st day
of October, 1993.

3.   In order to change by reclassification of each two shares of the
Corporation's Common Stock into one new share of the Corporation's Common Stock,
the Certificate of Incorporation of the Corporation is hereby amended by adding
the following as paragraph 9 thereof:

     Effective as of the effective time of the merger of Forest Acquisition I
Corporation with and into Forcenergy Inc (the "Effective Time"), each two issued
and outstanding shares of the Corporation's Common Stock, Par Value $.10 Per
Share ("Old Common Stock"), shall automatically, without further action on the
part of the Corporation or any holder of such Old Common Stock, be reclassified
into one new share of the Corporation's Common Stock, $.10 Par Value Per Share
("New Common Stock"), as constituted following the Effective Time. The
reclassification of the Old Common Stock into New Common Stock, will be deemed
to occur at the Effective Time, regardless of when the certificates representing
such Old Common Stock are physically surrendered to the Corporation for exchange
into certificates representing New Common Stock. After the Effective Time,
certificates representing the Old Common Stock will, until such shares are
surrendered to the Corporation for exchange into New Common Stock, represent the
number and class of New Common Stock into which such Old Common Stock shall have
been converted pursuant to this amendment. Without limiting the generality of
the foregoing, upon exchange of certificates that immediately prior to the
Effective Time represented shares of Forcenergy Inc common stock or preferred
stock, shares of New Common Stock shall be issued in respect thereof at the
appropriate exchange ratio.

In cases in which the conversion of the Old Common Stock into New Common Stock
results in any shareholder holding a fraction of a share, the Company will pay
the shareholder for such fractional interest on the basis of the average closing
market price on the New York Stock Exchange for the 10 trading days immediately
preceding the Effective Time.

4.   Following the Effective Time, the number of outstanding shares of the
Corporation will be reduced. The number of shares authorized to be issued by the
Corporation will not change.


This amendment authorizes the officers of the Corporation to reduce the stated
capital of the Corporation to reflect the change in outstanding shares of the
Corporation. Based upon the 54,273,249 shares of Old Common Stock outstanding as
of November 1, 2000, the stated capital of the Corporation would be reduced from
$5,427,324 to $2,713,662 to reflect the reduction in outstanding shares of the
Corporation.

At a meeting of the Board of Directors held on August 16, 2000, and at a meeting
of the shareholders held on December 7, 2000, the foregoing amendment was
approved by more than a majority of the holders of the outstanding shares of
common stock entitled to vote thereon, all in accordance with Section 614 of the
New York Business Corporation Law.


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IN WITNESS WHEREOF, this certificate has been signed and the truth of the
statements therein affirmed under penalty of perjury, on this 7th day of
December, 2000.



                                       /s/ Robert S. Boswell
                                       --------------------------------
                                       Robert S. Boswell
                                       Chairman and Chief Executive Officer


                                       /s/ Joan C. Sonnen
                                       --------------------------------
                                       Joan C. Sonnen
                                       Vice President--Controller and
                                       Corporate Secretary