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):
  
        December 11, 1995
  __________________________________________
  
  
                              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  reached
  agreement with Cody Energy, Inc. of Denver, Colorado to sell  its
  interest in the Mestena Grande Field in South Texas for  a  price
  of  $4.3 million, with the sale effective September 1, 1995.  The
  closing is scheduled for December 29, 1995.
  
        M.W.  Miller,  Chairman of XCL, stated that  "We  are  very
  satisfied  with the terms of this transaction.  The sale  is  yet
  another  step in XCL's planned divestiture of its U.S. properties
  in  order  to  focus exclusively on its efforts in  the  People's
  Republic  of  China.   Proceeds from  this  divestiture  will  be
  applied first as a prepayment of the $2 million principal payment
  due  January 1, 1996, with the remaining proceeds applied to  the
  remaining   unpaid   balance   of   the   Company's   outstanding
  indebtedness."
  
  Marsden  W.  Miller, Jr., Chairman, stated, "The results  of  the
  testing  of  the C-2 well, which exceeded our expectations,   are
  most encouraging for the continued development and exploration of
  our  contract  area in the Bohai Bay and for the  future  of  our
  overall operations in China. The producing sands are higher  than
  we  expected,  indicating the possibility of a larger  productive
  area.  Additionally,  the sand conditions in  the  C-2  well  are
  significantly  better  than the high quality  conditions  already
  encountered  in  the  C-1  well, suggesting  the  possibility  of
  continued improvement in reservoir quality as we move further off
  structure.
  
  "We  plan to commence a development drilling program on  the  C-1
  structure during the spring of 1995, and are well advanced in the
  process of arranging debt financing for this project.  Production
  could  commence as early as the fourth quarter of 1995.  We  also
  plan  to drill at least two additional exploratory wells  on  the
  Zhao Dong Block next year, commencing in the first quarter.
  
  "With   the  success  of  the  C-2  well,  we  will  now   pursue
  exploration,  production and other energy-related projects  which
  we have identified elsewhere in China."
  
                             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.
  
       December 15, 1995              /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": 4212}]
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": "95601837"}, "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):
  
        December 11, 1995
  __________________________________________
  
                              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  reached
  agreement with Cody Energy, Inc. of Denver, Colorado to sell  its
  interest in the Mestena Grande Field in South Texas for  a  price
  of  $4.3 million, with the sale effective September 1, 1995.  The
  closing is scheduled for December 29, 1995.
  
        M.W.  Miller,  Chairman of XCL, stated that  "We  are  very
  satisfied  with the terms of this transaction.  The sale  is  yet
  another  step in XCL's planned divestiture of its U.S. properties
  in  order  to  focus exclusively on its efforts in  the  People's
  Republic  of  China.   Proceeds from  this  divestiture  will  be
  applied first as a prepayment of the $2 million principal payment
  due  January 1, 1996, with the remaining proceeds applied to  the
  remaining   unpaid   balance   of   the   Company's   outstanding
  indebtedness."
  
  Marsden  W.  Miller, Jr., Chairman, stated, "The results  of  the
  testing  of  the C-2 well, which exceeded our expectations,   are
  most encouraging for the continued development and exploration of
  our  contract  area in the Bohai Bay and for the  future  of  our
  overall operations in China. The producing sands are higher  than
  we  expected,  indicating the possibility of a larger  productive
  area.  Additionally,  the sand conditions in  the  C-2  well  are
  significantly  better  than the high quality  conditions  already
  encountered  in  the  C-1  well, suggesting  the  possibility  of
  continued improvement in reservoir quality as we move further off
  structure.
  
  "We  plan to commence a development drilling program on  the  C-1
  structure during the spring of 1995, and are well advanced in the
  process of arranging debt financing for this project.  Production
  could  commence as early as the fourth quarter of 1995.  We  also
  plan  to drill at least two additional exploratory wells  on  the
  Zhao Dong Block next year, commencing in the first quarter.
  
  "With   the  success  of  the  C-2  well,  we  will  now   pursue
  exploration,  production and other energy-related projects  which
  we have identified elsewhere in China."
  
                             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.
  
       December 15, 1995              /s/ David A. Melman
  _________________________     By:_______________________________
          Date                       David A. Melman
                                     Executive Vice President