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)   October  21, 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.
  
        On  October 21, 1997, the Company sold 1,000,000 shares  of
  Common  Stock, and on October 30, 1997, the Company sold  500,000
  shares of Common Stock, both transactions through the exercise of
  stock  purchase  warrants, to Providence Capital Limited  of  the
  Cayman  Islands.  The warrants were exercisable  at  $0.1875  per
  share  and  the  Company  received $281,250  in  payment  of  the
  exercise price.  This transaction is intended to qualify for  the
  exemption  from  registration provided by  Regulation  S  of  the
  Securities Act of 1933, as amended.
  
        On  October  28  and  29, 1997, pursuant  to  an  agreement
  effective  October 1, 1997, the Company issued  an  aggregate  of
  800,000  shares  of Common Stock as compensation  and  to  settle
  certain  instruments relating to prior compensation  arrangements
  to  a  resident  of  Taiwan who has performed  services  for  the
  Company since 1991.  This transaction is intended to qualify  for
  the  exemption from registration provided by Regulation S of  the
  Securities Act of 1933, as amended.
  
                                  
  
                             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.
  
  November 5, 1997                       /s/ Lisha C. Falk
  _________________________          By:_______________________________
          Date                               Lisha C. Falk
                                             Secretary
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3261}]
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": "97707971"}, "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)   October  21, 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.
  
        On  October 21, 1997, the Company sold 1,000,000 shares  of
  Common  Stock, and on October 30, 1997, the Company sold  500,000
  shares of Common Stock, both transactions through the exercise of
  stock  purchase  warrants, to Providence Capital Limited  of  the
  Cayman  Islands.  The warrants were exercisable  at  $0.1875  per
  share  and  the  Company  received $281,250  in  payment  of  the
  exercise price.  This transaction is intended to qualify for  the
  exemption  from  registration provided by  Regulation  S  of  the
  Securities Act of 1933, as amended.
  
        On  October  28  and  29, 1997, pursuant  to  an  agreement
  effective  October 1, 1997, the Company issued  an  aggregate  of
  800,000  shares  of Common Stock as compensation  and  to  settle
  certain  instruments relating to prior compensation  arrangements
  to  a  resident  of  Taiwan who has performed  services  for  the
  Company since 1991.  This transaction is intended to qualify  for
  the  exemption from registration provided by Regulation S of  the
  Securities Act of 1933, as amended.
  
                                  
  
                             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.
  
  November 5, 1997                       /s/ Lisha C. Falk
  _________________________          By:_______________________________
          Date                               Lisha C. Falk
                                             Secretary