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)  January  2, 1996
                 __________________________________________
  
  
                              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.
  
       XCL Ltd. (the "Company") announced that it has completed the
  sale  of its interest in the Mestena Grande Field in south  Texas
  to  Cody Energy, Inc. of Denver, Colorado on January 2, 1996, for
  a price of $4,150,000, net of closing adjustements.  The sale was
  effective September 1, 1995.
  
        The proceeds from the divestiture of the field were applied
  to  reduction of bank debt as follows: a principal payment of  $2
  million  due  January 2, 1996, a principal prepayment  of  $1.625
  million  due  April 1, 1996, with the remainder  applied  to  the
  balance of the Company's outstanding indebtedness.
  
  
                             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.
  
       January 8, 1996
  _________________________             /s/ David A. Melman
                                   By:_______________________________
            Date                              David A. Melman
                                          Executive Vice President
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "CURRENT REPORT ON FORM 8-K", "secsgml_size_bytes": 2975}]
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": "96501743"}, "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)  January  2, 1996
                 __________________________________________
  
                              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.
  
       XCL Ltd. (the "Company") announced that it has completed the
  sale  of its interest in the Mestena Grande Field in south  Texas
  to  Cody Energy, Inc. of Denver, Colorado on January 2, 1996, for
  a price of $4,150,000, net of closing adjustements.  The sale was
  effective September 1, 1995.
  
        The proceeds from the divestiture of the field were applied
  to  reduction of bank debt as follows: a principal payment of  $2
  million  due  January 2, 1996, a principal prepayment  of  $1.625
  million  due  April 1, 1996, with the remainder  applied  to  the
  balance of the Company's outstanding indebtedness.
  
                             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.
  
       January 8, 1996
  _________________________             /s/ David A. Melman
                                   By:_______________________________
            Date                              David A. Melman
                                          Executive Vice President