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): November 12, 2008

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):

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

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

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

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

Item 7.01          Regulation FD Disclosure

Previously,  Forest Oil Corporation (“Forest”) disclosed that it had plans to divest certain non-strategic properties by the end of the year and, as of November 1, 2008, it had closed on approximately $100 million in asset sales and had entered into an agreement to sell certain operated and non-operated properties located in the Rockies, including its Niobrara and  San Juan properties and various other properties in Wyoming and Utah for a purchase price of $258 million.   Subsequently, at the instigation of the purchaser, Forest entered into discussions with the purchaser concerning the terms of the pending sale.  On November 12, 2008, Forest announced that the parties had amended the purchase price and certain other terms of the pending asset sale.   The amended agreement provides for a purchase price of $200 million in cash, a $20 million increase in the performance deposit, to $33 million, which has been paid to Forest,  a change in the economic effective date from July 1, 2008 to December 1, 2008, a potential upward purchase price adjustment based on 2009 natural gas prices capped at $21 million,  and the elimination of all material conditions to close.    The transaction is expected to close on November 25, 2008.   A copy of Forest’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information included in this Current Report under Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that Section, unless the registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act.

Item 9.01          Financial Statements and Exhibits

(d)        Exhibits

Exhibit No.	Description
99.1	Forest Oil Corporation press release dated November 12, 2008 entitled “Forest Oil Announces Revised Terms to Its Rockies Divestiture Package.”

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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: November 12, 2008	By	/s/ Cyrus D. Marter IV
		Cyrus D. Marter IV
		Senior Vice President,
		General Counsel and Secretary

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

Exhibit	Description
99.1	Forest Oil Corporation press release dated November 12, 2008 entitled “Forest Oil Announces Revised Terms to Its Rockies Divestiture Package.”

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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 REVISED TERMS TO ITS

ROCKIES DIVESTITURE PACKAGE

DENVER, COLORADO – November 12, 2008 - Forest Oil Corporation (NYSE:FST) (Forest or the Company) today announced that it has agreed to revised terms with the buyer of its Rockies divestiture package.  Under the terms of the revised agreement:

·The cash purchase price was reduced from $258 million to $200 million

·The effective date was changed from July 1, 2008 to December 1, 2008.  Cash flow from the assets during this period is estimated at approximately $12 million and will be retained by Forest.

·The buyer has agreed to assume certain gas balancing liabilities

·The buyer has agreed to pay a potential additional payment to Forest based on the price of natural gas in 2009.  The potential additional payment is capped at $21 million.

·The deposit amount associated with the sale was increased from $13 million to $33 million

·All material seller representations and warranties and material conditions to close have been eliminated

The transaction is currently scheduled to close on November 25, 2008.  Forest will reassess 2008 guidance upon the close of this transaction.

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.

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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, economic conditions and other risks as described in reports that Forest files with the Securities and Exchange Commission (SEC), including its 2007 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.

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Forest Oil Corporation is engaged in the acquisition, exploration, development, and production of natural gas and liquids in North America and selected international locations.  Forest’s principal reserves and producing properties are located in the United States in 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.

November 12, 2008

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