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)  March 15, 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.
  
  To reflect in 1995 the expected results of its announced program
  to divest itself of its U.S. oil and gas properties in order to
  focus its activities in the People's Republic of China, it will
  record a $58.8 million (unaudited) fourth quarter noncash write-
  down for impairment of its domestic oil and gas properties which
  will result in a net loss for the year of approximately $87
  million (unaudited). The write-down reflects the Company's
  assessment of the market value of its remaining developed and
  undeveloped domestic oil and gas assets based upon recently
  concluded and anticipated sales.
  
  XCL has reached agreement with Tesoro E&P Company, L.P., a
  limited partnership owned by Tesoro Petroleum Corporation (NYSE:
  TSO), to sell its interest in the Gonzales Gas Unit, a 526-acre
  producing lease located in the northwest corner of the Berry R.
  Cox Field in South Texas, for a price of $1.4 million, with the
  sale effective February 1, 1996.  The closing is scheduled for
  March 25, 1996, with the proceeds from this divestiture to be
  applied against indebtedness due its lender.  In connection with
  the write-down of its domestic oil and gas properties and the
  proposed sale to Tesoro, the Company has requested and expects to
  receive from its lender appropriate waivers of certain covenants
  in its loan agreement and a release of lien on the property to be
  sold.  In connection with the foregoing, the Company anticipates
  that it will file with the Securities and Exchange Commission a
  Form 12b-25 requesting an extension for the filing of the Annual
  Report on Form 10-K to April 15, 1996.
  
  
  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.
  
       March 18, 1996
  _________________________
                                      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": 3159}]
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": "96535672"}, "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)  March 15, 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.
  
  To reflect in 1995 the expected results of its announced program
  to divest itself of its U.S. oil and gas properties in order to
  focus its activities in the People's Republic of China, it will
  record a $58.8 million (unaudited) fourth quarter noncash write-
  down for impairment of its domestic oil and gas properties which
  will result in a net loss for the year of approximately $87
  million (unaudited). The write-down reflects the Company's
  assessment of the market value of its remaining developed and
  undeveloped domestic oil and gas assets based upon recently
  concluded and anticipated sales.
  
  XCL has reached agreement with Tesoro E&P Company, L.P., a
  limited partnership owned by Tesoro Petroleum Corporation (NYSE:
  TSO), to sell its interest in the Gonzales Gas Unit, a 526-acre
  producing lease located in the northwest corner of the Berry R.
  Cox Field in South Texas, for a price of $1.4 million, with the
  sale effective February 1, 1996.  The closing is scheduled for
  March 25, 1996, with the proceeds from this divestiture to be
  applied against indebtedness due its lender.  In connection with
  the write-down of its domestic oil and gas properties and the
  proposed sale to Tesoro, the Company has requested and expects to
  receive from its lender appropriate waivers of certain covenants
  in its loan agreement and a release of lien on the property to be
  sold.  In connection with the foregoing, the Company anticipates
  that it will file with the Securities and Exchange Commission a
  Form 12b-25 requesting an extension for the filing of the Annual
  Report on Form 10-K to April 15, 1996.
  
  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.
  
       March 18, 1996
  _________________________
                                      By:_______________________________
             Date                            David A. Melman
                                             Executive Vice President