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)      June  29, 1999
  
             __________________________________________
  
  
                              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, 2nd Floor
                     Lafayette, Louisiana 70508
              (Address of Principal Executive Offices)
  
  
                            318-237-0325
        (Registrant's Telephone Number, Including Area Code)
  
  
  
  Item 5.     Other Events.
  
       On June 29, 1999, XCL Ltd. ("XCL") issued a press release
  announcing that it received a petition filed with the United
  States Bankruptcy Court in Opelousas, La. by Apache China LDC, a
  wholly owned subsidiary of Apache Corporation.  Apache asks the
  court to place XCL's wholly owned subsidiary, XCL-China Ltd.,
  under bankruptcy protection, claiming XCL-China has not paid a
  $10 million debt related to the companies' joint venture in the
  People's Republic of China.
  
       Through their wholly owned subsidiaries, XCL and Apache each
  own a 50 percent interest in the 49 percent Foreign Contractor's
  share of the Zhao Dong Block, east of Beijing in the Bohai Bay.
  China National Oil and Gas Exploration and Development
  Corporation owns the remaining 51 percent share.
  
        "Apache's petition is baseless, and we will immediately
  contest the filing," said Marsden W. Miller, XCL chairman and
  chief executive officer.  "The petition is ludicrous and
  wasteful. The money in question is money that XCL doesn't owe
  Apache to begin with. We're disappointed in Apache's actions but,
  unfortunately, not surprised.  This is just another example of
  Apache's bullying tactics, foot-dragging and private agenda that
  have kept XCL's discoveries in the Zhao Dong Block from being
  developed in a timely manner. We would be producing oil now if
  Apache had spent half as much effort acting as a prudent operator
  as it is now in taking these actions."
  
       On  June  28,  1999, XCL announced that it was  seeking  the
  removal  of Apache China LDC as operator of the project.  Grounds
  for  Apache's removal include delays in developing the C/D  Field
  on  the Zhao Dong Block, failure to properly manage project costs
  and delays in exploration drilling.
  
       In a separate action, XCL has initiated a $17 million
  arbitration proceeding against Apache for unauthorized and
  wasteful spending.  XCL is also seeking a refund of $7.2 million
  for amounts previously overpaid to Apache.
  
       "We are proceeding with our plans to remove Apache as
  operator and recoup our share of its excessive and unauthorized
  spending," said Miller.  "This latest move by Apache reinforces
  that we are doing the right thing for our shareholders,
  bondholders and Chinese partners."
  
                             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 30, 1999                   /s/ Lisha C. Falk
  _________________________        By:_______________________________
               Date                Name:     Lisha C. Falk
                                   Title:     Corporate Secretary
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3770}]
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": "99657370"}, "business-address": {"street1": "110 RUE JEAN LAFITTE", "city": "LAFAYETTE", "state": "LA", "zip": "70508", "phone": "3182370325"}, "mail-address": {"street1": "110 RUE JEAN LAFITTE", "street2": "2ND FLOOR", "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)      June  29, 1999
  
             __________________________________________
  
                              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, 2nd Floor
                     Lafayette, Louisiana 70508
              (Address of Principal Executive Offices)
  
                            318-237-0325
        (Registrant's Telephone Number, Including Area Code)
  
  Item 5.     Other Events.
  
       On June 29, 1999, XCL Ltd. ("XCL") issued a press release
  announcing that it received a petition filed with the United
  States Bankruptcy Court in Opelousas, La. by Apache China LDC, a
  wholly owned subsidiary of Apache Corporation.  Apache asks the
  court to place XCL's wholly owned subsidiary, XCL-China Ltd.,
  under bankruptcy protection, claiming XCL-China has not paid a
  $10 million debt related to the companies' joint venture in the
  People's Republic of China.
  
       Through their wholly owned subsidiaries, XCL and Apache each
  own a 50 percent interest in the 49 percent Foreign Contractor's
  share of the Zhao Dong Block, east of Beijing in the Bohai Bay.
  China National Oil and Gas Exploration and Development
  Corporation owns the remaining 51 percent share.
  
        "Apache's petition is baseless, and we will immediately
  contest the filing," said Marsden W. Miller, XCL chairman and
  chief executive officer.  "The petition is ludicrous and
  wasteful. The money in question is money that XCL doesn't owe
  Apache to begin with. We're disappointed in Apache's actions but,
  unfortunately, not surprised.  This is just another example of
  Apache's bullying tactics, foot-dragging and private agenda that
  have kept XCL's discoveries in the Zhao Dong Block from being
  developed in a timely manner. We would be producing oil now if
  Apache had spent half as much effort acting as a prudent operator
  as it is now in taking these actions."
  
       On  June  28,  1999, XCL announced that it was  seeking  the
  removal  of Apache China LDC as operator of the project.  Grounds
  for  Apache's removal include delays in developing the C/D  Field
  on  the Zhao Dong Block, failure to properly manage project costs
  and delays in exploration drilling.
  
       In a separate action, XCL has initiated a $17 million
  arbitration proceeding against Apache for unauthorized and
  wasteful spending.  XCL is also seeking a refund of $7.2 million
  for amounts previously overpaid to Apache.
  
       "We are proceeding with our plans to remove Apache as
  operator and recoup our share of its excessive and unauthorized
  spending," said Miller.  "This latest move by Apache reinforces
  that we are doing the right thing for our shareholders,
  bondholders and Chinese partners."
  
                             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 30, 1999                   /s/ Lisha C. Falk
  _________________________        By:_______________________________
               Date                Name:     Lisha C. Falk
                                   Title:     Corporate Secretary