8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):   July 31, 2007

FOREST OIL CORPORATION
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation)
1-13515	25-0484900
(Commission File Number)	(IRS Employer Identification No.)
707 17th Street, Suite 3600, Denver, Colorado	80202
(Address of principal executive offices)	(Zip Code)
303.812.1400
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.Entry into a Material Definitive Agreement.

On May 29, 2007, Forest Oil Corporation (“Forest”) announced the execution of two agreements pertaining to the sale of its Alaska business unit.  The agreements, which were executed on May 28, 2007, include (i) a membership interest purchase agreement (the “Membership Purchase Agreement”) dated as of May 24, 2007, among Forest Alaska Holding LLC, as seller (“Forest Holding”), Forest Alaska Operating LLC (“Forest Alaska Operating” and, together with Forest Holding, “Forest Alaska”), Forest, for certain limited purposes, and Pacific Energy Resources Ltd., as buyer (“PERL”), and (ii) an asset sales agreement (“Asset Sales Agreement”) dated as of May 24, 2007, between Forest and PERL.   On July 31, 2007, the parties entered into amendments to each of the Membership Purchase Agreement and Asset Sales Agreement modifying certain provisions contained in each of the agreements, including among others the consideration terms. The total consideration to be received for the sale of the Alaska assets will include $400 million in cash, 10 million restricted shares of PERL common stock, and a zero coupon $60.75 million note from PERL.

Membership Purchase Agreement.  Pursuant to Amendment No. 1 to the Membership Purchase Agreement, the parties amended the amount and form of consideration to be paid at closing, replaced certain disclosure schedules, modified the termination provisions, waived any claims to title or environmental defects and claims to breach of specified provisions and conditions, and set a closing date of no later than August 24, 2007.   Under the amended Membership Purchase Agreement, at the closing Forest Holding will sell to PERL all of the outstanding membership interests in Forest Alaska Operating and PERL will purchase such membership interests, for a total cash purchase price of $390 million, plus a zero coupon senior subordinated note due 2014 issued to Forest Holding in the principal amount at stated maturity of $60.75 million, plus stock consideration in the form of 4.5 million shares of PERL common stock.  The amendment modifies the termination provisions by deleting certain events that allowed the parties to terminate the Membership Purchase Agreement and modifying the remaining provisions concerning the effect of a termination and the deposit that PERL previously paid to Forest Holding.

A portion of the cash consideration will be used to repay outstanding term loans under Forest Alaska’s First Lien Credit Agreement and Second Lien Credit Agreement, each dated as of December 8, 2006. The total principal amount outstanding under these agreements totaled $268 million as of July 31, 2007, which reflects scheduled principal payments and a principal prepayment of $110 million completed in June 2007.

Asset Sale Agreement.  Pursuant to Amendment No. 1 to the Asset Sales Agreement, the parties replaced certain exhibits, modified the closing and termination provisions, waived any claims to title or environmental defects and claims to breach of specified provisions, and set a closing date of no later than August 24, 2007.   The closing contemplated by the amended Asset Sales Agreement remains subject to the closing of the transactions contemplated by the Membership Purchase Agreement, as amended.  The consideration to be paid under the Asset Sale Agreement remains unchanged consisting of $10 million in cash and 5.5 million shares of common stock in Pacific.

Pursuant to the amendments, a portion of the total stock consideration to be paid under the Membership Purchase Agreement and the Asset Sales Agreement, 5 million restricted shares of PERL common stock, will be delivered to Forest as a supplemental deposit, in addition to the $5.2 million cash deposit previously paid on May 29, 2007.  If Forest has met its closing obligations, but PERL is unable to close the Membership Purchase Agreement and the Asset Sales Agreement, each as amended, on or before August 24, 2007, Forest’s sole remedy is the retention of the cash and common stock deposits.

Amendment No. 1 to the Membership Purchase Agreement and Amendment No. 1 to the Asset Sales Agreement are attached to and incorporated in this Current Report on Form 8-K as exhibits 10.1 and 10.2, respectively.

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Item 7.01.Regulation FD Disclosure.

On August 1, 2007, Forest announced that it had entered into amendments to the agreements pertaining to the sale of its Alaska assets.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished in this Current Report under the heading “Item 7.01 Regulation FD Disclosure”, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 8.01.Other Events.

The information set forth under Item 1.01 in this Current Report on Form 8-K is hereby incorporated in this Item 8.01 by reference.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits

Exhibit No	Description
10.1	Amendment No. 1 to Membership Interest Purchase Agreement dated July 31, 2007, among Forest Alaska Holding LLC, Forest Alaska Operating LLC, Forest Oil Corporation, and Pacific Energy Resources Ltd.
10.2	Amendment No. 1 to Asset Sales Agreement dated July 31, 2007, between Forest Oil Corporation and Pacific Energy Resources Ltd.
99.1	Press release dated July 31, 2007 entitled “Forest Oil Announces Amendment on Sale of Alaska Assets.”

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SIGNATURES

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: August 1, 2007	By	/s/ CYRUS D. MARTER IV
		Cyrus D. Marter IV
		Vice President, General Counsel and Secretary

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INDEX TO EXHIBITS FILED WITH THE CURRENT REPORT ON FORM 8-K

Exhibit	Description
10.1	Amendment No. 1 to Membership Interest Purchase Agreement dated July 31, 2007, among Forest Alaska Holding LLC, Forest Alaska Operating LLC, Forest Oil Corporation, and Pacific Energy Resources Ltd.
10.2	Amendment No. 1 to Asset Sales Agreement dated July 31, 2007, between Forest Oil Corporation and Pacific Energy Resources Ltd.
99.1	Press release dated July 31, 2007 entitled “Forest Oil Announces Amendment on Sale of Alaska Assets.”

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EX-10.1

Exhibit 10.1

AMENDMENT NO. 1

TO MEMBERSHIP INTEREST PURCHASE AGREEMENT

This Amendment No. 1 is made and entered into on July 31, 2007, to be effective as of January 1, 2007 among Pacific Energy Resources Ltd. (“Pacific”), Forest Alaska Holding LLC, Forest Alaska Operating LLC, and Forest Oil Corporation (collectively referred to as “Forest”).

RECITALS

WHEREAS, Pacific and Forest are parties to that certain Membership Interest Purchase Agreement dated May 24, 2007, but effective as of January 1, 2007 (the “Agreement”);

WHEREAS, among other things, certain inaccuracies and omissions have been discovered in the Agreement, which Pacific and Forest desire to correct, as provided herein; and

WHEREAS, the parties desire to amend the consideration payable by Pacific under the Agreement; and

WHEREAS, Pacific and Forest wish to proceed directly to Closing under the Agreement.

NOW THEREFORE, in consideration of the benefits hereunder for each party, Pacific and Forest hereby amend the Agreement as follows:

1.In partial consideration of Forest’s entry into this Amendment No. 1, Pacific agrees to increase the Deposit paid under Section 3.3(a)(i) by the issuance by Pacific to Forest of FIVE MILLION (5,000,000) shares of Pacific’s common stock. All other references to the “Deposit” in the Agreement shall be read to include this increase. Pacific shall instruct its transfer agent to issue these shares immediately upon execution of this Amendment No. 1. If the Closing occurs, FIVE HUNDRED THOUSAND (500,000) of these shares, along with an additional FIVE MILLION (5,000,000) shares of Pacific common stock deliverable to Forest at Closing (for a total of FIVE MILLION FIVE HUNDRED THOUSAND (5,500,000) shares) shall be placed into escrow in accordance with the terms of the CIPL Side Letter (as that term is defined in Amendment No. 1 to the Asset Purchase Agreement between Forest and PERL dated the date hereof).

2.For purposes of this Amendment No. 1, the appearance of Forest Oil Corporation as a party under the Agreement shall be for Sections 7.6, 7.14, 10.1, 13.6 and Article XII only.

3.For purposes of this Amendment No. 1, unless otherwise set forth herein, capitalized terms or matters of construction deemed or established in the Agreement shall be applied herein as defined or established therein.

4.Exhibit A-2 of the Agreement is hereby deleted in its entirety and replaced with the Corrected Exhibit A-2 attached to this Amendment No. 1 and made a part hereof.

5.Exhibit A-3 of the Agreement is hereby deleted in its entirety and replaced with the Corrected Exhibit A-3 attached to this Amendment No. 1 and made a part hereof.

6.Exhibit A-5 of the Agreement is hereby deleted in its entirety and replaced with the Corrected Exhibit A-5 attached to this Amendment No. 1 and made a part hereof.

7.Schedule 4.19 of the Agreement is hereby deleted in its entirety and replaced with the Corrected Schedule 4.19 attached to this Amendment No. 1 and made a part hereof.

8.Notwithstanding anything in the Agreement, Closing Date shall be August 24, 2007 at 10:00 A.M. MST, and the Closing shall occur at the Denver offices of Forest.

9.Sections 11.1(c) and (d) of the Agreement are hereby deleted in their entirety.  The text of Section 11.2(a) of the Agreement shall be deleted in its entirety and shall be replaced with the following:

(a)           If the Closing does not occur by August 24, 2007 for any reason other than (i) Seller’s failure to meet its Closing obligations or (ii) pursuant to either Section 11.1(a) or 11.1(b), Seller shall be entitled to retain the Deposit, together with any interest earned thereon. This shall be in the nature of liquidated damages for Buyer’s breach, and not a penalty, and shall be Seller’s sole remedy against Buyer. If the Closing does not occur by August 24, 2007 (i) due to Seller’s failure to meet its Closing obligations or (ii) pursuant to Section 11.1(a) or (b), the Deposit, together with any interest earned thereon, shall be delivered to Buyer.

10.The text of Section 3.2 of the Agreement shall be deleted in its entirety and shall be replaced with the following:

3.2           Amount and Form of Consideration.  The total purchase price to be paid by Buyer to Seller in consideration of the Membership Interests is THREE HUNDRED NINETY MILLION DOLLARS AND NO/CENTS (US$390,000,000.00) cash (the “Cash Consideration”), plus indebtedness of Buyer owed to Seller in the principal amount at stated maturity of SIXTY MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS AND NO/CENTS ($60,750,000), which indebtedness shall be evidenced by a note issued substantially in accordance with the terms set forth in the Term Sheet attached to this Amendment No. 1 as Exhibit C (the “Purchase Debt”), plus 4,500,000 shares of common stock in Buyer (the “Stock Consideration”, and together with the Cash Consideration and the Purchase Debt, the “Base Purchase Price”), subject to adjustment as provided in Section 3.4 (the Base Purchase Price, as so adjusted, is the “Purchase Price”). The parties hereto agree that they shall cooperate with each other in the preparation of the note evidencing the Purchase Debt. The negotiation, execution and deliver of such note shall be a Closing obligation of Buyer. The negotiation of such note shall be a Closing obligation of Seller and FOC.

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11.The text of Section 3.4(a) shall be deleted in its entirety and shall be replaced with the following:

(a)           This Section intentionally left blank

12.Pacific hereby waives any claim to breach of or defects under any of the following provisions of the Agreement:

Section 3.4(b)
Article IV (other than Section 4.10)
Article V (other than Sections 5.4, 5.6 and 5.8)
Section 7.3 through 7.6
Section 7.13

Notwithstanding the foregoing waiver, Forest agrees to indemnify and hold harmless FAO, Buyer and each of their Affiliates, and the officers, directors, employees and agents thereof, under the indemnification procedures set forth in Section 12.3 of the Agreement, against any Losses arising from acts or omissions occurring prior to Closing which are or may be asserted in either of the following lawsuits:

a.Marathon Oil Company v. Forest Oil Corporation, Union Oil Company of California, d/b/a Unocal Alaska and Chevron Corporation, filed on May 3, 2006 in the United States District Court for the District of Alaska at Anchorage, Case No. 3:06-cv-00102-TMB.

b.Forest Oil Corporation v. Union Oil Company of California, d/b/a Unocal Alaska, filed on April 14, 2005 in the United States District Court, Eastern District of Alaska, Case No. A-05-0078.

13.Forest hereby waives any claim to breach of any of the following provisions of the Agreement:

Article VI (other than Sections 6.6, 6.7 and 6.9)

14.Pacific hereby irrevocably waives the conditions to Closing contained in Section 8.1(d) of the Agreement. Forest hereby irrevocably waives the conditions to Closing contained in Section 8.2(b) of the Agreement.

15.The text of Section 9.1 shall be amended to delete the word “and” from the end of subsection (h) thereof, to delete the period at the end of subsection (i) thereof, and to add the following text at the end of subsection (i) thereof:

; and
(j) an executed Share Acquisition and Registration Rights Agreement (as that term is defined in the Asset Sales Agreement dated May 24, 2007 but effective as of January 1, 2007 between Buyer and FOC).

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16.The text of Section 9.2 shall be amended to delete the word “and” from the end of subsection (b) thereof, to delete the period at the end of subsection (c) thereof, and to add the following text at the end of subsection (c) thereof:

;
(d) an executed note substantially in accordance with the terms set forth in the Term Sheet attached as Exhibit C; and
(e) an executed Share Acquisition and Registration Rights Agreement.

17.During the period extending three months past Closing, Forest shall provide Pacific with commercially reasonable assistance in the preparation of audited statements of revenues and direct operating expenses as required by Regulation S-X under the Securities Act of 1933, as amended (“Reg. S-X”) for the business being acquired under the Agreement and the Asset Sales Agreement between Forest and Pacific (the “Business”) for the years ended December 31, 2004, December 31, 2005 and December 31, 2006. In addition and during the same period, at, Forest shall provide Pacific with commercially reasonable (a) accounting assistance in the preparation of unaudited interim statements of revenues and direct operating expenses for the Business as required by Reg. S-X for the period January 1, 2007 through the Closing Date and (b) such other reasonable accounting assistance as may be required by Pacific in order to prepare and provide any other financial information regarding the Business through the Closing Date as may be required by the Securities and Exchange Commission. The work called for in this paragraph 16 shall be conducted by Ernst & Young LLP, with the assistance of Forest and Pacific, and shall be at Pacific’s sole expense. Should the accounts described above not be produced by the end of the three-month period following Closing, the finalization of the accounts shall be at Forest’s sole expense.

18.To the extent not obtained prior to the Closing, after the Closing, Forest covenants and agrees to use commercially reasonable best efforts to obtain consents of the other parties to all Material Contracts the terms of which require consent as a result of the change of ownership that will occur at the Closing. Forest shall indemnify Pacific and Forest Alaska Operating LLC pursuant to Section 12.3 of the Agreement from any Losses resulting from the failure to obtain such consents.

19.The text of Section 13.6 of the Agreement shall be deleted in its entirety and shall be replaced with the following:

Income Taxes. Seller and/or FOC shall be responsible for Income Taxes imposed on Seller and/or FOC to the extent they relate to any period, whether before, on or after the Effective Date, and all items of deduction, credit, loss or refund pertaining to Income Taxes imposed on Seller and/or FOC shall remain and belong to Seller and/or FOC; no matter when received, assessed or paid,  Buyer shall be responsible for Income Taxes imposed on Buyer to the extent they relate to any period, whether before, on or after the Effective Date, and all items of deduction, credit, loss or gain or

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refund pertaining to Income Taxes imposed on Buyer shall remain and belong to Buyer, no matter when received, assessed or paid.

20.Except as expressly provided herein, the Agreement shall remain unchanged, is hereby ratified and affirmed, and shall continue in full force and effect. Wherever the terms of this Amendment No. 1 and the terms of the Agreement conflict, the terms of this Amendment No. 1 shall be deemed to supersede the conflicting terms of the Agreement. Any violation of an agreement or covenant contained in this Amendment No. 1 shall be treated in the same manner as a violation of an agreement or covenant in the Agreement.

21.Any provision of this Amendment No. 1 that is prohibited or otherwise unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction

22.This Amendment No. 1 may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

FOREST OIL CORPORATION		PACIFIC ENERGY RESOURCES LTD
By:	/s/ H. Craig Clark	By:
Name:	/s/ H. Craig Clark	Name:
Title:	President & Chief Executive Officer	Title:
Date:	July 31, 2007	Date:
FOREST ALASKA HOLDING LLC		FOREST ALASKA OPERATING LLC
By:	/s/ Cyrus D. Marter IV	By:	/s/ Glen Mizenko
Name:	Cyrus D. Marter IV	Name:	Glen Mizenko
Title:	Vice President & Secretary	Title:	Vice President – Bus. Development
Date:	July 31, 2007	Date:	July 31, 2007

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EX-10.2

Exhibit 10.2

AMENDMENT NO. 1

TO ASSET SALES AGREEMENT

This Amendment No. 1 is made and entered into on July 31, 2007, to be effective as of January 1, 2007 between Pacific Energy Resources Ltd. (“Pacific”) and Forest Oil Corporation (“Forest”).

RECITALS

WHEREAS, Pacific and Forest are parties to that certain Asset Sales Agreement dated May 24, 2007, but effective as of January 1, 2007 (the “Agreement”);

WHEREAS, among other things, certain inaccuracies and omissions have been discovered in the Agreement, which Pacific and Forest desire to correct, as provided herein; and

WHEREAS, Pacific and Forest wish to proceed directly to Closing under the Agreement;

NOW, THEREFORE, in consideration of the benefits hereunder for each party, Pacific and Forest hereby amend the Agreement as follows:

1.For purposes of this Amendment No. 1, unless otherwise set forth herein, capitalized terms or matters of construction deemed or established in the Agreement shall be applied herein as defined or established therein.

2.Exhibit A-1 of the Agreement is hereby deleted in its entirety and replaced with the Corrected Exhibit A-1 attached to this Amendment No. 1 and made a part hereof.

3.Exhibit C of the Agreement is hereby deleted in its entirety and replaced with the Corrected Exhibit C attached to this Amendment No. 1 and made a part hereof.

4.The transfer to Pacific of Forest’s shares in CIPL and the transfer to Forest of the Stock Consideration by Pacific shall be handled pursuant to that certain Letter Agreement re: Shares in Cook Inlet Pipe Line Company Purchased from Mobil Pipe Line Company by Forest Corporation (the “CIPL Side Letter”), which is attached hereto as Annex 1 and shall be attached to the Agreement as Schedule 3.

5.The text of Section 6 shall be deleted in its entirety and shall be replaced with the following:

6.             Closing.

(a)           The closing of the transactions contemplated hereby (the “Closing”) shall occur at the Denver office of Seller on August 24, 2007. If the transactions contemplated by the Membership Interest Purchase Agreement among Buyer, Forest Alaska Holding LLC, Forest Alaska Operating LLC and Seller have not closed prior to Closing, for any reason,

then Buyer and Seller may each elect to terminate this Agreement.  At the Closing, the following shall occur:

(i)            Buyer shall deliver to the Seller the Preliminary Sum, either in cash or in the form of a combination of cash and the Stock Consideration.

(ii)           Seller shall execute and deliver such instruments of assignment, bills of sale and other title transfer documents with respect to the Assets to Buyer on forms reasonably satisfactory to Seller and Buyer whereby Seller warrants the title to the Assets by, through and under Seller, but not otherwise, subject to the remaining provisions of this Agreement. Seller shall also deliver to Buyer stock certificates representing the CIPL Shares, duly endorsed for transfer.

(iii)          If Stock Consideration is to be paid to Seller, Buyer and Seller shall have executed a Share Acquisition and Registration Rights Agreement.

(iv)          Seller shall execute and deliver such other conveyances, assignments, instruments of transfer or forms required by governmental agencies or such other instrument reasonably necessary to accomplish the purposes of this Agreement.

(b)           If the Closing does not occur by August 24, 2007 for any reason other than (i) Seller’s failure to meet its Closing obligations, (ii) because the Agreement is terminated by mutual agreement of the parties, or (iii) if the Membership Interest Purchase Agreement does not close under conditions that result in the return of the Deposit under the Membership Interest Purchase Agreement to Buyer, Seller shall be entitled to retain the Performance Deposit, together with any interest earned thereon. This shall be in the nature of liquidated damages for Buyer’s breach, and not a penalty, and shall be Seller’s sole remedy against Buyer. If the Closing does not occur by August 24, 2007 (i) due to Seller’s failure to meet its Closing obligations, (ii) because the Agreement is terminated by mutual agreement of the parties, or (iii) if the Membership Interest Purchase Agreement does not close under conditions that result in the return of the Deposit under the Membership Interest Purchase Agreement to Buyer, the Performance Deposit, together with any interest earned thereon, shall be delivered to Buyer.

6.Pacific hereby irrevocably waives any and all rights to postpone Closing under Section 7 of the Agreement, regardless whether any such restrictions remain uncured, although Forest agrees to honor all reasonable requests for assistance from Pacific post-Closing in order to resolve any such Restrictions.  Should any such Restrictions remain in place nine months following Closing, then the Asset encumbered by such Restriction shall remain

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with Forest and Forest shall within 15 days refund to Pacific the amount allocated to such Asset on Exhibit B to the Agreement.

7.Pacific hereby irrevocably waives any and all title defects affecting the Assets under Section 8 of the Agreement.

8.Pacific hereby irrevocably waives any and all claims of breach by Forest of any Representation or Warranty made under Section 10.1 of the Agreement, except if made under subsections 10.1(d) or the first sentence of 10.1(c).

9.Forest hereby irrevocably waives any and all claims of breach by Pacific of any Representation or Warranty made under Sections 10.2 (a), (b) and (f) of the Agreement.

10.Pacific hereby irrevocably acknowledges that it has received all information it has requested or requires under Section 11 of the Agreement.

11.To the extent not obtained prior to the Closing, after the Closing, Forest covenants and agrees to use commercially reasonable best efforts to obtain releases of all liens and security interests affecting the Assets. Forest shall indemnify Pacific and Forest Alaska Operating LLC pursuant to the terms of Section 12.3 of the MIPA from any Losses (as defined in the MIPA) resulting from the failure to obtain such releases.

12.Except as expressly provided herein, the Agreement shall remain unchanged, is hereby ratified and affirmed, and shall continue in full force and effect. Wherever the terms of this Amendment No. 1 and the terms of the Agreement conflict, the terms of this Amendment No. 1 shall be deemed to supersede the conflicting terms of the Agreement. Any violation of an agreement or covenant contained in this Amendment No. 1 shall be treated in the same manner as a violation of an agreement or covenant in the Agreement.

13.Any provision of this Amendment No. 1 that is prohibited or otherwise unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction

14.This Amendment No. 1 may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

Except as amended herein, the Agreement remains in full force and effect as originally written.

FOREST OIL CORPORATION		PACIFIC ENERGY RESOURCES LTD.
By:	/s/ H. CRAIG CLARK	By:
Name:	H. Craig Clark	Name:
Title:	Pres. & Chief Exec. Officer	Title:
Date:	July 31, 2007	Date:

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EX-99.1

Exhibit 99.1

NEWS	FOR FURTHER INFORMATION
FOREST OIL CORPORATION	CONTACT: PATRICK J. REDMOND
707 17th STREET, SUITE 3600	DIRECTOR - INVESTOR RELATIONS
DENVER, COLORADO 80202	303.812.1441

FOR IMMEDIATE RELEASE

FOREST OIL ANNOUNCES AMENDMENT ON SALE OF ALASKA ASSETS

DENVER, COLORADO — August 1, 2007 - Forest Oil Corporation (NYSE:FST) (Forest or the Company) announced today that it has signed an amendment to its definitive agreement to sell 100% of its Alaska assets, which includes its wholly-owned subsidiary, Forest Alaska Operating LLC (FAO), with Pacific Energy Resources Ltd. (TSX:PFE) (Pacific), previously announced on May 29, 2007.

Under the terms of the amendment, Forest will receive the following consideration:

-Cash of $268 million to repay the full balance of the FAO term loans

-Cash of $132 million to be paid to Forest

-10 million shares of Pacific common stock, and

-A $60.75 million zero coupon Senior Subordinated Note from Pacific due 2014

The amendment extends the closing date to August 24, 2007.  It also provides for a deposit of 5 million shares of Pacific common stock in addition to the $5.2 million cash already received and substantially reduces the circumstances under which closing would not occur.

FORWARD-LOOKING STATEMENTS

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. All statements, other than statements of historical facts, that address activities that Forest assumes, plans, expects, believes, projects, estimates or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. The forward-looking statements provided in this press release are based on management’s current belief, based on currently available information, as to the outcome and timing of future events. Forest cautions that its future natural gas and liquids production, revenues and expenses and other forward-looking statements are subject to all of the risks and uncertainties normally incident to the exploration for and development and production and sale of oil and gas.

These risks include, but are not limited to, price volatility, inflation or lack of availability of goods and services, environmental risks, drilling and other operating risks, regulatory changes, the uncertainty inherent in estimating future oil and gas production or reserves, and other risks as described in reports that Forest files with the Securities and Exchange Commission (SEC), including its 2006 Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Also, the financial results of Forest’s foreign operations are subject to currency exchange rate risks. Any of these factors could cause Forest’s actual results and plans to differ materially from those in the forward-looking statements.

*****

Forest Oil Corporation is engaged in the acquisition, exploration, development, and production of natural gas and crude oil in North America and selected international locations.  Forest’s principal reserves and producing properties are located in the United States in Alaska, Arkansas, Colorado, Louisiana, New Mexico, Oklahoma, Texas, Utah, and Wyoming, and in Canada.  Forest’s common stock trades on the New York Stock Exchange under the symbol FST.  For more information about Forest, please visit its website at www.forestoil.com.

August 1, 2007

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