Exhibit 10.4

                               FIRST AMENDMENT TO
                               SEVERANCE AGREEMENT

     THIS FIRST AMENDMENT TO SEVERANCE AGREEMENT ("First Amendment"), dated
effective as of __________, ____ (the "Effective Date"), is made by and between
Forest Oil Corporation, a New York corporation (the ""Company"), and
______________ ("Executive").


     WHEREAS, the Company and Executive have heretofore entered into that
certain Severance Agreement dated __________, ____ (the "Severance Agreement");
and

     WHEREAS, the Company and Executive desire to amend the Severance Agreement
in certain respects;

     NOW, THEREFORE, in consideration of the premises set forth above and the
mutual agreements set forth herein, the Company and Executive hereby agree,
effective as of the Effective Date, that the Severance Agreement shall be
amended as hereafter provided:

     1.   Paragraph 1(a) of the Severance Agreement shall be deleted and the
following shall be substituted therefor:

          "(a) 'ANNUAL COMPENSATION' shall mean an amount equal to the greater
     of:

               (i)  Executive's annual base salary at the annual rate in effect
          at the date of his Involuntary Termination;

               (ii) Executive's annual base salary at the annual rate in effect
          sixty days prior to the date of his Involuntary Termination; or

               (iii) Executive's annual base salary at the annual rate in effect
          immediately prior to a Change of Control if Executive's employment
          shall be subject to an Involuntary Termination within two years after
          such Change of Control.

     Notwithstanding the foregoing, if Executive's employment shall be subject
     to an Involuntary Termination within two years after such Change of
     Control, then the amount determined pursuant to the preceding sentence
     shall be increased by the amount of the Annual Bonus. For purposes of the
     preceding sentence, the term 'Annual Bonus' shall mean the annual bonus
     most recently paid by the Company to Executive prior to the date of his
     Involuntary Termination; provided, however, that if Executive was employed
     by the Company for only a portion of the year


     with respect to which such bonus was paid, then the `Annual Bonus' shall
     equal an amount determined by annualizing the bonus received by Executive
     based on the ratio of the number of days Executive was employed by the
     Company during such year to 365 days; provided, further, that if Executive
     has not received an annual bonus from the Company at any time prior to the
     date of his Involuntary Termination, then the `Annual Bonus' shall equal
     the amount of Executive's target annual bonus for the year in which such
     termination occurs."

     2.   Paragraph 1(j)(ii) of the Severance Agreement shall be deleted and the
following shall be substituted therefor:

          "(ii) in the case of an Involuntary Termination which occurs within
     two years after the date upon which a Change of Control occurs, a period
     commencing on the date of such Involuntary Termination and continuing for
     thirty months."

     3.   The following new subparagraph (d) shall be added to the end of
Paragraph 4 of the Severance Agreement:

          "(d) Cause any and all outstanding options to purchase common stock of
     the Company held by Executive to remain exercisable for twelve months after
     the last day of Executive's employment with the Company (but in no event
     shall any such option be exercisable for (i) a longer period than the
     original term of such option or (ii) a shorter period than that already
     provided for under the terms of such option)."

     4.   The existing text of Paragraph 6 of the Severance Agreement shall be
designated as subparagraph (a), and the following new subparagraph (b) shall be
added to the end of Paragraph 6 of the Severance Agreement:

          "(b) On or before the date upon which a Change of Control occurs (the
     "Change of Control Date"), the Compensation Committee shall make a
     determination under the Company's annual incentive plan as to whether
     bonuses under such plan for the year during which the Change of Control
     Date occurs are due based on partial year results through the Change of
     Control Date, and, if the Compensation Committee determines that such
     bonuses are due, then the Compensation Committee shall also determine the
     amount of such bonus that shall be paid to Executive. On or before the
     Change of Control Date, the Company shall pay to Executive the amount of
     Executive's bonus that has been determined by the Compensation Committee in
     accordance with the preceding sentence."

     5.   This First Amendment (a) shall supersede any prior agreement between
the Company and Executive relating to the subject matter of this First Amendment
and (b) shall be binding upon and inure to the benefit of the parties hereto and
any successors to the Company and all persons lawfully claiming under Executive.

     6.   As amended hereby, the Severance Agreement is specifically ratified
and reaffirmed.



     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
First Amendment effective as of the Effective Date.


                                        "COMPANY"

                                        FOREST OIL CORPORATION

                                        By:
                                           ----------------------------
                                           NAME: ROBERT S. BOSWELL
                                           TITLE: CHAIRMAN OF THE BOARD AND
                                                  CHIEF EXECUTIVE OFFICER



                                        "EXECUTIVE"

                                        -------------------------------