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  28, 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.
  
        On  March 28, 1996, the Company completed the sale  of  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, to Tesoro E&P Company, L.P., a limited  partnership
  owned by Tesoro Petroleum Corporation. The net proceeds of $1.325
  million  were applied first against interest on bank debt through
  the  date  of  closing ($235,987) and the remainder  ($1,089,444)
  against principal of the loan. The sale was effective February 1,
  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.
  
    April 1, 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": 2670}]
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": "96542652"}, "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  28, 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.
  
        On  March 28, 1996, the Company completed the sale  of  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, to Tesoro E&P Company, L.P., a limited  partnership
  owned by Tesoro Petroleum Corporation. The net proceeds of $1.325
  million  were applied first against interest on bank debt through
  the  date  of  closing ($235,987) and the remainder  ($1,089,444)
  against principal of the loan. The sale was effective February 1,
  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.
  
    April 1, 1996                         /s/ David A. Melman  
  ___________________                 By:_______________________________
         Date                             David A. Melman
                                          Executive Vice President