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) February 4, 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.
  
        As set forth below, 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
  1,340,200 shares of Common Stock through the exercise of warrants
  previously  granted to Sreedeswar Holdings, Inc.  These  warrants
  were initially issued on December 22, 1995, in connection with  a
  series  of  Unit  offerings conducted through Rauscher  Pierce  &
  Clark,  Inc., and its wholly-owned subsidiary, Rauscher Pierce  &
  Clark Ltd., as the Placement Agent, in compliance with Regulation
  S  of  the  Securities  Act. The Company  agreed  to  reduce  the
  exercise  price  of  such  warrants provided  the  warrants  were
  immediately  exercised. Pursuant to such agreement  the  initital
  warrant exercise prices of $0.25 per share were reduced to  $0.21
  per  share,  net,  with the Placement Agent accepting  $0.01  per
  share  rather than 8% of the exercise price as set forth  in  the
  Placement Agreement.
  
                     Warrants           Shares         Net
  Exercise Date      Exercised          Issued    Consideration
  -------------      ---------          ------    -------------
  February 4, 1997    1,000,000        1,000,000       $210,000
  February 11, 1997     340,200          340,200       $ 71,442
  
  In  all instances 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.
  
       February 19, 1997                   /s/ David A. Melman 
  _________________________            By:______________________
               Date                              David A. Melman
                                           Executive Vice President
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3814}]
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": "97538835"}, "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) February 4, 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.
  
        As set forth below, 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
  1,340,200 shares of Common Stock through the exercise of warrants
  previously  granted to Sreedeswar Holdings, Inc.  These  warrants
  were initially issued on December 22, 1995, in connection with  a
  series  of  Unit  offerings conducted through Rauscher  Pierce  &
  Clark,  Inc., and its wholly-owned subsidiary, Rauscher Pierce  &
  Clark Ltd., as the Placement Agent, in compliance with Regulation
  S  of  the  Securities  Act. The Company  agreed  to  reduce  the
  exercise  price  of  such  warrants provided  the  warrants  were
  immediately  exercised. Pursuant to such agreement  the  initital
  warrant exercise prices of $0.25 per share were reduced to  $0.21
  per  share,  net,  with the Placement Agent accepting  $0.01  per
  share  rather than 8% of the exercise price as set forth  in  the
  Placement Agreement.
  
                     Warrants           Shares         Net
  Exercise Date      Exercised          Issued    Consideration
  -------------      ---------          ------    -------------
  February 4, 1997    1,000,000        1,000,000       $210,000
  February 11, 1997     340,200          340,200       $ 71,442
  
  In  all instances 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.
  
       February 19, 1997                   /s/ David A. Melman 
  _________________________            By:______________________
               Date                              David A. Melman
                                           Executive Vice President