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)      May 22, 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
  870,000 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.
  
  Exercise Date          Warrants        Shares          Net
                         Exercised       Issued     Consideration
  -------------          ---------      -------     -------------
  
  May 22, 1997           870,000        870,000        $182,700
  
  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.
  
       June 6, 1997                  /s/ John T. Chandler
  ________________________       By:_______________________________
               Date                    John T. Chandler
                                          President
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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": "97620365"}, "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)      May 22, 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
  870,000 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.
  
  Exercise Date          Warrants        Shares          Net
                         Exercised       Issued     Consideration
  -------------          ---------      -------     -------------
  
  May 22, 1997           870,000        870,000        $182,700
  
  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.
  
       June 6, 1997                  /s/ John T. Chandler
  ________________________       By:_______________________________
               Date                    John T. Chandler
                                          President