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)   August 28, 1998
  
            __________________________________________
                            
                            
                            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 August 28, 1998, the Company issued a press
  release announcing that on August 26, 1998, it and
  its partners, China National Oil and Gas Exploration
  and Development Corporation (CNODC) and Apache
  Corporation, began drilling the C-4-2 appraisal well
  located on the Zhao Dong Block, Bohai Bay, the
  People's Republic of China.  The C-4-2 is located
  approximately one mile south of the highly successful
  C-4 well, which tested 15,359 barrels of oil per day
  and 10,707 Mcf of gas per day in October 1997.  The
  company does not expect to make additional
  announcements with respect to the C-4-2 until results
  have been determined.
  
  XCL Ltd. and Apache Corporation (NYSE:APA) each own a
  50 percent interest in the Foreign Contractor's share
  of the Zhao Dong Block.
  
  
  
                       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.
  
       September 9, 1998               /s/ Lisha C.Falk 
  _________________________      By:_______________________________
               Date                       Lisha C. Falk
                                          Secretary
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 2681}]
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": "98705797"}, "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)   August 28, 1998
  
            __________________________________________
                            
                            
                            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 August 28, 1998, the Company issued a press
  release announcing that on August 26, 1998, it and
  its partners, China National Oil and Gas Exploration
  and Development Corporation (CNODC) and Apache
  Corporation, began drilling the C-4-2 appraisal well
  located on the Zhao Dong Block, Bohai Bay, the
  People's Republic of China.  The C-4-2 is located
  approximately one mile south of the highly successful
  C-4 well, which tested 15,359 barrels of oil per day
  and 10,707 Mcf of gas per day in October 1997.  The
  company does not expect to make additional
  announcements with respect to the C-4-2 until results
  have been determined.
  
  XCL Ltd. and Apache Corporation (NYSE:APA) each own a
  50 percent interest in the Foreign Contractor's share
  of the Zhao Dong Block.
  
                       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.
  
       September 9, 1998               /s/ Lisha C.Falk 
  _________________________      By:_______________________________
               Date                       Lisha C. Falk
                                          Secretary