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 22, 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.
  
        On  December  22, 1995, the Company sold in an unregistered
  offering in compliance with Regulation S under the Securities Act
  of  1933, as amended, through Rauscher Pierce & Clark, Inc.,  and
  its wholly-owned subsidiary, Rauscher Pierce & Clark Ltd., as the
  Placement  Agent, 116 Units, at a purchase price of  $18,000  per
  Unit, each Unit comprised of 60,000 shares of Common Stock and  a
  five-year  Warrant to purchase 60,000 shares of Common Stock,  at
  an  exercise price of $.50 per share, subject to customary  anti-
  dilution  adjustments.  The Company received  approximately  $1.8
  million net, after deduction of commissions, legal fees and other
  offering  costs  and expenses. Proceeds of the offering  will  be
  used for general working capital purposes.
  
  
                             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.
  
       January 17, 1996                      /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": 3184}]
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": "96504295"}, "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 22, 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.
  
        On  December  22, 1995, the Company sold in an unregistered
  offering in compliance with Regulation S under the Securities Act
  of  1933, as amended, through Rauscher Pierce & Clark, Inc.,  and
  its wholly-owned subsidiary, Rauscher Pierce & Clark Ltd., as the
  Placement  Agent, 116 Units, at a purchase price of  $18,000  per
  Unit, each Unit comprised of 60,000 shares of Common Stock and  a
  five-year  Warrant to purchase 60,000 shares of Common Stock,  at
  an  exercise price of $.50 per share, subject to customary  anti-
  dilution  adjustments.  The Company received  approximately  $1.8
  million net, after deduction of commissions, legal fees and other
  offering  costs  and expenses. Proceeds of the offering  will  be
  used for general working capital purposes.
  
                             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.
  
       January 17, 1996                      /s/ David A. Melman
  _________________________           By:_______________________________
               Date                              David A. Melman
                                            Executive Vice President