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)      August  19, 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 9.     Sales of Equity Securities Pursuant to Regulation S.
  
        On  August  19,  1997, the Company issued 3  million  stock
  purchase  warrants  to  Providence Capital Ltd.  as  compensation
  pursuant to a Consulting Agreement entered into effective July 1,
  1997, whereby Providence Capital Ltd. will assist the Company  in
  locating sources of financing in capital markets in Canada.   The
  warrants  are exercisable at $0.1875 per share and expire  August
  13,  2001.   This  transaction is intended to  qualify  from  the
  exemption  from  registration provided by  Regulation  S  of  the
  Securities Act of 1933.
  
  
                              EXHIBITS
                                  
  Exhibit No.                              Description
  
  4   -  Instruments  Defining  the  Rights  of  Security  Holders,
  Including Indentures
  
  4.1  Form of a series of six warrant agreements (500,000 each)
       dated August 19, 1997, entitling Providence Capital Ltd.  to
       purchase an aggregate of 3,000,000 shares of Common Stock of
       the  Company, exercisable at $0.1875 per share and  expiring
       August 13, 2001.
  
                                  
                             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.
  
       September 24, 1997                     /s/ Lisha C. Falk
  _________________________          By:_______________________________
               Date                              Lisha C. Falk
                                                 Secretary
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3267}]
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": "97684760"}, "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)      August  19, 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 9.     Sales of Equity Securities Pursuant to Regulation S.
  
        On  August  19,  1997, the Company issued 3  million  stock
  purchase  warrants  to  Providence Capital Ltd.  as  compensation
  pursuant to a Consulting Agreement entered into effective July 1,
  1997, whereby Providence Capital Ltd. will assist the Company  in
  locating sources of financing in capital markets in Canada.   The
  warrants  are exercisable at $0.1875 per share and expire  August
  13,  2001.   This  transaction is intended to  qualify  from  the
  exemption  from  registration provided by  Regulation  S  of  the
  Securities Act of 1933.
  
                              EXHIBITS
                                  
  Exhibit No.                              Description
  
  4   -  Instruments  Defining  the  Rights  of  Security  Holders,
  Including Indentures
  
  4.1  Form of a series of six warrant agreements (500,000 each)
       dated August 19, 1997, entitling Providence Capital Ltd.  to
       purchase an aggregate of 3,000,000 shares of Common Stock of
       the  Company, exercisable at $0.1875 per share and  expiring
       August 13, 2001.
  
                                  
                             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.
  
       September 24, 1997                     /s/ Lisha C. Falk
  _________________________          By:_______________________________
               Date                              Lisha C. Falk
                                                 Secretary