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 27, 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 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
  4,168,000 shares of Common Stock through the exercise of warrants
  previously  granted to Janz Financial Corp. Ltd.,  now  known  as
  Providence  Capital  Ltd., or a designee thereof,  who  certified
  that  it was not a U.S. person as defined in Regulation S.  These
  warrants  were initially issued on March 8, 1996, and August  14,
  1996,  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.  By
  agreement  dated November 19, 1996, the Company agreed to  reduce
  the  exercise prices of such warrants provided the warrants  were
  immediately  exercised. Pursuant to such agreement  the  initital
  warrant exercise prices of $0.35 and $0.25 per share were reduced
  to $0.125 per share.
  
  <TABLE>
  Exercise Date          Warrants Exercised      Shares Issued    Net Consideration
  -------------          ------------------      -------------    -----------------
  <S>                          <C>                  <C>                 <C> 
  December 27, 1996              664,000              644,000           $  83,000
  December 31, 1996              664,000              644,000           $  83,000
  December 31, 1996              800,000              800,000           $ 100,000
  January  8, 1997               530,000              530,000           $  66,250
  January  9, 1997             1,510,000            1,510,000           $ 188,750
  </TABLE>
  
  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.
  
       January 9, 1997                      /s/ David A. Melman
  _________________________           By:_______________________________
               Date                              David A. Melman
                                            Executive Vice President
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4244}]
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": "97503488"}, "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 27, 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 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
  4,168,000 shares of Common Stock through the exercise of warrants
  previously  granted to Janz Financial Corp. Ltd.,  now  known  as
  Providence  Capital  Ltd., or a designee thereof,  who  certified
  that  it was not a U.S. person as defined in Regulation S.  These
  warrants  were initially issued on March 8, 1996, and August  14,
  1996,  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.  By
  agreement  dated November 19, 1996, the Company agreed to  reduce
  the  exercise prices of such warrants provided the warrants  were
  immediately  exercised. Pursuant to such agreement  the  initital
  warrant exercise prices of $0.35 and $0.25 per share were reduced
  to $0.125 per share.
  
  Exercise Date          Warrants Exercised      Shares Issued    Net Consideration
  -------------          ------------------      -------------    -----------------
  December 27, 1996              664,000              644,000           $  83,000
  December 31, 1996              664,000              644,000           $  83,000
  December 31, 1996              800,000              800,000           $ 100,000
  January  8, 1997               530,000              530,000           $  66,250
  January  9, 1997             1,510,000            1,510,000           $ 188,750
  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.
  
       January 9, 1997                      /s/ David A. Melman
  _________________________           By:_______________________________
               Date                              David A. Melman
                                            Executive Vice President