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 sold in a series of private
  placements  in compliance with Regulation S under the  Securities
  Act  of  1933,  as  amended ("Securites Act"),  an  aggregate  of
  638,000  shares of Common Stock through the exercise of  warrants
  previously granted to Providence Capital Ltd.  The warrants  were
  exercised  outside the U.S. by persons or entities who  certified
  that  they were non-U.S. persons as defined in Regulation  S  and
  the shares were all delivered against payment outside the U.S. in
  accordance with such Regulation.
  
                             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 2, 1997                  /s/ Lisha C. Falk
  _________________________     By:_______________________________
               Date                       Lisha C. Falk
                                          Secretary
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 2710}]
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": "97674216"}, "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 sold in a series of private
  placements  in compliance with Regulation S under the  Securities
  Act  of  1933,  as  amended ("Securites Act"),  an  aggregate  of
  638,000  shares of Common Stock through the exercise of  warrants
  previously granted to Providence Capital Ltd.  The warrants  were
  exercised  outside the U.S. by persons or entities who  certified
  that  they were non-U.S. persons as defined in Regulation  S  and
  the shares were all delivered against payment outside the U.S. in
  accordance with such Regulation.
  
                             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 2, 1997                  /s/ Lisha C. Falk
  _________________________     By:_______________________________
               Date                       Lisha C. Falk
                                          Secretary