content: 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)  October 3, 1997
  
             __________________________________________
  
  
                              XCL LTD.
       (Exact Name of Registrant as Specified in Its Charter)
                                  
                                  
                              Delaware
           (State or other Jurisdiction of Incorporation)
                                  
  
       1-10669                                 51-0305643
  (Commission File Number)                     (I.R.S. Employer
  Identification Number)
                                  
                                  
                        110 Rue Jean Lafitte
                     Lafayette, Louisiana 70508
              (Address of Principal Executive Offices)
                                  
                                  
                            318-237-0325
        (Registrant's Telephone Number, Including Area Code)
                                  
                                  
                                  
  Item 5.   Other Events.
  
        On  October 7, 1997, the Company announced that it and  its
  partners,  China National Oil and Gas Exploration and Development
  Corporation  (CNODC)  and  Apache  Corporation,  have   completed
  production  tests at the C-4 wildcat well, a new field discovery,
  in  the  49,000-acre  Zhao Dong Block, Bohai  Bay,  the  People's
  Republic  of China.  Eight zones tested at a combined daily  rate
  of 15,359 barrels of oil plus 6,107  MCF of associated gas, while
  a  ninth zone flowed at a rate of 4,600 MCF of gas and 14 barrels
  of  condensate per day.  The zones tested contained approximately
  400 feet of net pay.  API gravity ranged from 28 to 38 degrees.
  
        The  well was drilled to a total depth of  8,993  feet  and
  tested a total of 11 zones between the depths of 5,955  feet  and
  7,710  feet  in the Mesozoic and Tertiary (Shahejie)  formations.
  Two  zones  were  only  partially tested  because  of  mechanical
  limitations.   An  additional  Shahejie  zone,  thought   to   be
  productive based on hydrocarbon shows encountered during drilling
  as  well as electric log indications, could not be tested because
  of mechanical problems.
  
         The  C-4  well   was  drilled  on  a  previously  untested
  structure,  and  discovered higher quality crude  oil  at  depths
  greater  than  previously encountered on the block.   It  is  the
  first well in this area to test oil from Mesozoic-age sediments.
  
       Plans for an appraisal drilling program are being
  considered.
  
        XCL  and Apache Corporation (NYSE: APA), the operator, each
  have  a 50 percent interest in the Foreign Contractor's share  of
  the Zhao Dong Block.
  
        On  October 15, 1997, the Company announced that the  funds
  received  by  the  Company  in its  May  20,  1997  placement  by
  Jefferies & Company, Inc. of $75,000,000 of 13.50 percent  Senior
  Secured  Notes due May 1, 2004 (the "Notes"), which were held  in
  escrow in the Principal Account (approximately $62,000,000), have
  today  been released from escrow.  The remaining funds  from  the
  placement  ($14,625,000) being held in escrow in the  Capitalized
  Interest Account will be released for payment of the interest due
  on  the  Notes on November 1, 1997, May 1, 1998, and November  1,
  1998.  Upon the release of the funds  from escrow, the  Company's
  outstanding  debt (approximately $26,400,000) was paid,  and  the
  Notes  are  now the only long term debt of the Company, excluding
  limited recourse debt.  The remaining funds will be used  in  the
  Company's China operations and for working capital purposes.
  
  
  Item 9.   Sales of Equity Securities Pursuant to Regulation S.
  
        On  October  3,  1997, the Company sold 360,000  shares  of
  Common Stock, through the exercise of stock purchase warrants, to
  Bank  Hofmann  AG  of  Zurich,  Switzerland.  The  warrants  were
  exercisable at $0.125 per share and the Company received  $45,000
  in  payment of the exercise price.  This transaction is  intended
  to  qualify  for  the  exemption from  registration  provided  by
  Regulation S of the Securities Act of 1933, as amended.
  
                             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.
  
  
                                          XCL LTD.
  
       October 17, 1997              /s/ Lisha C. Falk
  _________________________     By:_______________________________
               Date                       Lisha C. Falk
                                          Secretary
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 5174}]
metadata_filer: {"company-data": {"conformed-name": "XCL LTD", "cik": "0000720676", "assigned-sic": "1311", "irs-number": "510305643", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10669", "film-number": "97697146"}, "business-address": {"street1": "110 RUE JEAN LAFITTE", "city": "LAFAYETTE", "state": "LA", "zip": "70508", "phone": "3182370325"}, "mail-address": {"street1": "110 RUE JEAN LAFITTE", "street2": "110 RUE JEAN LAFITTE", "city": "LAFAYETTE", "state": "LA", "zip": "70508"}, "former-company": [{"former-conformed-name": "EXPLORATION CO OF LOUISIANA INC", "date-changed": "19920703"}, {"former-conformed-name": "EXPLORATION COMPANY OF LOUISIANA INC", "date-changed": "19920128"}]}
text: 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)  October 3, 1997
  
             __________________________________________
  
                              XCL LTD.
       (Exact Name of Registrant as Specified in Its Charter)
                                  
                                  
                              Delaware
           (State or other Jurisdiction of Incorporation)
                                  
  
       1-10669                                 51-0305643
  (Commission File Number)                     (I.R.S. Employer
  Identification Number)
                                  
                                  
                        110 Rue Jean Lafitte
                     Lafayette, Louisiana 70508
              (Address of Principal Executive Offices)
                                  
                                  
                            318-237-0325
        (Registrant's Telephone Number, Including Area Code)
                                  
                                  
                                  
  Item 5.   Other Events.
  
        On  October 7, 1997, the Company announced that it and  its
  partners,  China National Oil and Gas Exploration and Development
  Corporation  (CNODC)  and  Apache  Corporation,  have   completed
  production  tests at the C-4 wildcat well, a new field discovery,
  in  the  49,000-acre  Zhao Dong Block, Bohai  Bay,  the  People's
  Republic  of China.  Eight zones tested at a combined daily  rate
  of 15,359 barrels of oil plus 6,107  MCF of associated gas, while
  a  ninth zone flowed at a rate of 4,600 MCF of gas and 14 barrels
  of  condensate per day.  The zones tested contained approximately
  400 feet of net pay.  API gravity ranged from 28 to 38 degrees.
  
        The  well was drilled to a total depth of  8,993  feet  and
  tested a total of 11 zones between the depths of 5,955  feet  and
  7,710  feet  in the Mesozoic and Tertiary (Shahejie)  formations.
  Two  zones  were  only  partially tested  because  of  mechanical
  limitations.   An  additional  Shahejie  zone,  thought   to   be
  productive based on hydrocarbon shows encountered during drilling
  as  well as electric log indications, could not be tested because
  of mechanical problems.
  
         The  C-4  well   was  drilled  on  a  previously  untested
  structure,  and  discovered higher quality crude  oil  at  depths
  greater  than  previously encountered on the block.   It  is  the
  first well in this area to test oil from Mesozoic-age sediments.
  
       Plans for an appraisal drilling program are being
  considered.
  
        XCL  and Apache Corporation (NYSE: APA), the operator, each
  have  a 50 percent interest in the Foreign Contractor's share  of
  the Zhao Dong Block.
  
        On  October 15, 1997, the Company announced that the  funds
  received  by  the  Company  in its  May  20,  1997  placement  by
  Jefferies & Company, Inc. of $75,000,000 of 13.50 percent  Senior
  Secured  Notes due May 1, 2004 (the "Notes"), which were held  in
  escrow in the Principal Account (approximately $62,000,000), have
  today  been released from escrow.  The remaining funds  from  the
  placement  ($14,625,000) being held in escrow in the  Capitalized
  Interest Account will be released for payment of the interest due
  on  the  Notes on November 1, 1997, May 1, 1998, and November  1,
  1998.  Upon the release of the funds  from escrow, the  Company's
  outstanding  debt (approximately $26,400,000) was paid,  and  the
  Notes  are  now the only long term debt of the Company, excluding
  limited recourse debt.  The remaining funds will be used  in  the
  Company's China operations and for working capital purposes.
  
  Item 9.   Sales of Equity Securities Pursuant to Regulation S.
  
        On  October  3,  1997, the Company sold 360,000  shares  of
  Common Stock, through the exercise of stock purchase warrants, to
  Bank  Hofmann  AG  of  Zurich,  Switzerland.  The  warrants  were
  exercisable at $0.125 per share and the Company received  $45,000
  in  payment of the exercise price.  This transaction is  intended
  to  qualify  for  the  exemption from  registration  provided  by
  Regulation S of the Securities Act of 1933, as amended.
  
                             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.
  
                                          XCL LTD.
  
       October 17, 1997              /s/ Lisha C. Falk
  _________________________     By:_______________________________
               Date                       Lisha C. Falk
                                          Secretary