S-8

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As filed with the Securities and Exchange Commission on August 27, 2003

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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
(State or other jurisdiction of
incorporation or organization) 25-0484900
(I.R.S. Employer
Identification No.)

1600 Broadway
Suite 2200
Denver, Colorado 80202
(Address of principal executive offices)

Forest Oil Corporation 2001 Stock Incentive Plan, as Amended
(Full title of the plan)

Newton W. Wilson III
Senior Vice President, General Counsel
and Secretary
Forest Oil Corporation
1600 Broadway, Suite 2200
Denver, Colorado 80202
(Name and address of agent for service)

303.812.1400
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered		Amount to be Registered	Proposed Maximum Offering Price Per Share(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
Common Stock, par value $.10 per share		2,000,000 shares	$22.195	$44,390,000	$3,591.15
	To be issued under the 2001 Stock Incentive Plan, as amended

(1)

Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(h) of the Securities Act of 1933, as amended (the "Securities Act"), based on the average of the high and low prices per share of Common Stock on the New York Stock Exchange composite tape on August 25, 2003.

EXPLANATORY NOTE

        This Registration Statement is being filed to register the issuance of an additional 2,000,000 shares of common stock ("Common Stock") of Forest Oil Corporation (sometimes referred to as the "Company") pursuant to the Forest Oil Corporation 2001 Stock Incentive Plan (the "Plan") under the Securities Act of 1933, as amended. Pursuant to Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 (Registration No. 333-62408) filed by the Company with the Securities and Exchange Commission on June 6, 2001 registering the issuance of 1,800,000 shares of Common Stock under the Plan are incorporated herein by reference.

        Pursuant to instructions to Part I of Form S-8, the prospectus which is to be used for Forest Oil Corporation's issuance of the shares subject to the Plan is omitted from this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit No.	Description
4.1	Forest Oil Corporation 2001 Stock Incentive Plan (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-8 (Registration No. 333-62408).
4.2*	Amendment No. 1 to Forest Oil Corporation 2001 Stock Incentive Plan.
4.3	Form of Employee Stock Option Agreement (incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-8 (Registration No. 333-62408).
4.4	Form of Non-Employee Director Stock Option Agreement (incorporated by reference to Exhibit 4.3 to the Registrant's Registration Statement on Form S-8 (Registration No. 333-62408).
5.1*	Opinion of Lizbeth J. Stenmark, Senior Counsel of Forest.
23.1*	Consent of KPMG LLP.
23.2	Consent of Lizbeth J. Stenmark (included as part of Exhibit 5.1).
24	Power of attorney (set forth on the signature pages contained in this Registration Statement).

*

Filed herewith.

2

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, 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 August 27, 2003.

FOREST OIL CORPORATION
By:	/s/  H. CRAIG CLARK H. Craig Clark President and Chief Executive Officer

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints H. Craig Clark, Newton W. Wilson III and Joan C. Sonnen and each of them, any one of whom may act without the joinder of the others, as his or her true and lawful attorney-in-fact to sign on his or her 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 this registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/  H. CRAIG CLARK H. Craig Clark	President and Chief Executive Officer, and a Director (Principal Executive Officer)	August 27, 2003
/s/  DAVID H. KEYTE David H. Keyte	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	August 27, 2003
/s/  JOAN C. SONNEN Joan C. Sonnen	Vice President—Controller and Chief Accounting Officer (Principal Accounting Officer)	August 27, 2003
/s/  ROBERT S. BOSWELL Robert S. Boswell	Chairman of the Board and Director	August 27, 2003
/s/  WILLIAM L. BRITTON William L. Britton	Director	August 27, 2003

3

/s/  CORTLANDT S. DIETLER Cortlandt S. Dietler	Director	August 27, 2003
/s/  DOD A. FRASER Dod A. Fraser	Director	August 27, 2003
/s/  FORREST E. HOGLUND Forrest E. Hoglund	Director	August 27, 2003
/s/  JAMES H. LEE James H. Lee	Director	August 27, 2003
/s/  CRAIG D. SLATER Craig D. Slater	Director	August 27, 2003

4

EXHIBIT INDEX

Exhibit No.	Description
4.2	Amendment No. 1 to Forest Oil Corporation 2001 Stock Incentive Plan.
5.1	Opinion of Lizbeth J. Stenmark, Senior Counsel of Forest.
23.1	Consent of KPMG LLP.

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EXPLANATORY NOTE
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

SIGNATURES
EXHIBIT INDEX

EX-4.2

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Exhibit 4.2

AMENDMENT NO. 1 TO
FOREST OIL CORPORATION
2001 STOCK INCENTIVE PLAN

WHEREAS, Forest Oil Corporation (the "Company") has heretofore adopted the Forest Oil Corporation 2001 Stock Incentive Plan (the "Plan"); and

WHEREAS, the Company desires to amend the Plan to increase the maximum aggregate number of shares of the Company common stock available for issuance under the Plan, to modify the maximum award limitations regarding performance awards, phantom stock awards and restricted stock, and to limit the term of any option granted under the Plan to ten years; and

WHEREAS, the Compensation Committee and the Board of Directors have each approved the amendment of the Plan to increase the shares available for issuance under the Plan at meetings held on February 11, 2003 and February 25, 2003, respectively; and

WHEREAS, the Company is seeking shareholder approval of the amendment of the Plan, as set forth in the Company's Proxy Statement for the Annual Meeting of Shareholders scheduled for May 8, 2003;

NOW, THEREFORE, the Plan shall be amended as follows, provided that such amendments shall not be effective until the date of approval by the Company's shareholders:

1.

Paragraph V(a) of the Plan shall be deleted and the following shall be substituted therefor:

        "(a)Shares Subject to the Plan and Award Limits.    Subject to adjustment in the same manner as provided in Paragraph XI with respect to shares of Common Stock subject to Options then outstanding, the aggregate number of shares of Common Stock that may be issued under the Plan shall not exceed 3,800,000 shares. Shares shall be deemed to have been issued under the Plan only (i) to the extent actually issued and delivered pursuant to an Award or (ii) to the extent an Award denominated in shares of Common Stock is settled in cash. To the extent that an Award lapses or the rights of its holder terminate, any shares of Common Stock subject to such Award shall again be available for the grant of an Award under the Plan. Notwithstanding any provision in the Plan to the contrary, (1) the maximum number of shares of Common Stock that may be subject to Options, Restricted Stock Awards and Performance Awards denominated in shares of Common Stock granted to any one individual during the term of the Plan may not exceed 950,000 shares of Common Stock, (2) no more than 950,000 shares of Common Stock may be utilized for Performance Awards, Phantom Stock Awards or Restricted Stock Awards during the term of the Plan, (3) no more than 237,500 shares of Common Stock may be subject to Restricted Stock Awards granted to any one individual during the term of the Plan, and (4) the maximum amount of compensation that may be paid under all Performance Awards under the Plan denominated in cash (including the Fair Market Value of any shares of Common Stock paid in satisfaction of such Performance Awards) granted to any one individual during any calendar year may not exceed $2,000,000, and any payment due with respect to a Performance Award shall be paid no later than 10 years after the date of grant of such Performance Award. The number of shares specified in each of clauses (1), (2) and (3) of the preceding sentence shall be subject to adjustment in the same manner as provided in Paragraph XI with respect to shares of Common Stock subject to Options then outstanding, and all of the limitations set forth in the preceding sentence shall be applied in a manner that will permit compensation generated under the Plan to constitute "performance-based" compensation for purposes of section 162(m) of the Code, including, without limitation, counting against such maximum

1

number of shares, to the extent required under section 162(m) of the Code and applicable interpretive authority thereunder, any shares subject to Options that are canceled or repriced.

2.

Paragraph VII(a) of the Plan shall be deleted and the following shall be substituted therefor:

        "(a)Option Period.    The term of each Option shall be as specified by the Committee at the date of grant; provided, that the term of an Option shall not exceed ten years"

3.

The text of Paragraph III of the Plan shall be deleted and the following shall be substituted therefor:

        "The Plan shall become effective upon the date of its adoption by the Board, provided the Plan is approved by the shareholders of the Company within 12 months thereafter. Notwithstanding any provision in the Plan, no Option shall be exercisable and no Performance Award, Phantom Stock Award, Restricted Stock Award, or Director Stock Award shall vest or become satisfiable prior to such shareholder approval. Amendment No. 1 to the Plan shall become effective upon the approval of shareholders at the 2003 Annual Meeting of Shareholders. No further Awards may be granted under the Plan after 10 years from the date the Plan is adopted by the Board. The Plan shall remain in effect until all Options granted under the Plan have been exercised or expired, all Restricted Stock Awards granted under the Plan have vested or been forfeited, and all Performance Awards, Phantom Stock Awards, and Director Stock Awards have been satisfied or expired."

IN WITNESS WHEREOF, the undersigned has caused this Amendment No. 1 to Forest Oil Corporation 2001 Stock Incentive Plan to be executed this 8^th day of May, 2003.

FOREST OIL CORPORATION
By:	/s/  NEWTON W. WILSON III Newton W. Wilson III Senior Vice President, General Counsel & Secretary

2

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AMENDMENT NO. 1 TO FOREST OIL CORPORATION 2001 STOCK INCENTIVE PLAN

EX-5.1

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EXHIBIT 5.1

August 27, 2003

Forest Oil Corporation
1600 Broadway, Suite 2200
Denver, Colorado 80202

Re: Form S-8 Registration Statement

Ladies and Gentlemen:

I am Senior Counsel of Forest Oil Corporation, a New York corporation (the "Company"), and have acted in such capacity in connection with the preparation of the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), with respect to 2,000,000 shares of the Company's common stock, par value $.10 per share issuable under the Company's 2001 Stock Incentive Plan (the "Plan).

In connection with this opinion, I have examined and relied upon such records, documents, certificates and other instruments as in my judgment are necessary or appropriate to form the basis for the opinions hereinafter set forth. In all such examinations, I have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to me as certified, conformed or photographic copies, and as to certificates of public officials, I have assumed the same to have been properly given and to be accurate. As to matters of fact material to this opinion, I have relied upon statements and representations of representatives of the Company and of public officials.

I am admitted to the bar in the State of Colorado, and I do not express any opinion as to the law of any jurisdiction other than the laws of the State of Colorado and the federal laws of the United States of America. For purposes of this opinion, I have assumed that the corporation law of the State of New York is the same as the corporation law of the State of Colorado. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.

Based upon and subject to the foregoing, I am of the opinion that (a) the shares issuable under the Plan are duly authorized, and (b) with respect to shares that may be issued by the Company under the Plan, upon the issuance and delivery of the shares in the manner contemplated by the Plan, the shares will be validly issued, fully paid and non-assessable.

This opinion is given as of the date hereof, and I assume no obligation to update this opinion to reflect any fact or circumstance that may hereafter come to my attention or any change in law or regulation that may hereafter occur.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am in the category of persons whose consent is required to be filed with the Registration Statement under the provisions of the Act.

Very truly yours,
/s/ Lizbeth J. Stenmark

Lizbeth J. Stenmark
Senior Counsel

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EXHIBIT 5.1

EX-23.1

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EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

The Board of Directors of
Forest Oil Corporation:

We consent to the use of our report dated February 12, 2003, with respect to the consolidated balance sheets of Forest Oil Corporation as of December 31, 2002 and 2001, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2002, incorporated herein by reference. Our report refers to a change in the method of accounting for goodwill and other intangible assets in 2002, and the method of accounting for derivative instruments and hedging activities in 2001.

KPMG LLP

Denver, Colorado
August 25, 2003

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EXHIBIT 23.1