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)      January 19, 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 9.     Sales of Equity Securities Pursuant to Regulation S.
  
        On  January 19, 1998, the Company issued 107,518 shares  of
  Common  Stock  to  a non-U.S. holder of its Secured  Subordinated
  Notes,  in respect of $337,679 in interest and penalties thereon,
  in  accordance with the terms of the Secured Subordinated  Notes.
  This  transaction  is  intended to  qualify  for  exemption  from
  registration  provided by Regulation S of the Securities  Act  of
  1933, as amended.
  
        On  January 19, 1998, the Company issued 55,625  shares  of
  Common  Stock  in  payment of one-half of the remaining  $445,000
  payable  to  a  resident  of  Taiwan, pursuant  to  an  agreement
  effective October 1, 1997, as compensation and to settle  certain
  instruments relating to prior compensation arrangements with  the
  Company.   This  transaction  is  intended  to  qualify  for  the
  exemption  from  registration provided by  Regulation  S  of  the
  Securities Act of 1933, as amended.
  
        On  January  23,  1998, the Company sold 11,333  shares  of
  Common  Stock,  through the exercise of stock purchase  warrants.
  The warrants were exercisable at $1.875 per share and the Company
  received  proceeds of $21,250 in payment of the  exercise  price.
  The  shares  were sold pursuant to 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.
  
       February 26, 1998                         /s/ Lisha C. Falk
  _________________________              By:_______________________________
               Date                              Lisha C. Falk
                                                  Secretary
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3469}]
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": "98549875"}, "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)      January 19, 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 9.     Sales of Equity Securities Pursuant to Regulation S.
  
        On  January 19, 1998, the Company issued 107,518 shares  of
  Common  Stock  to  a non-U.S. holder of its Secured  Subordinated
  Notes,  in respect of $337,679 in interest and penalties thereon,
  in  accordance with the terms of the Secured Subordinated  Notes.
  This  transaction  is  intended to  qualify  for  exemption  from
  registration  provided by Regulation S of the Securities  Act  of
  1933, as amended.
  
        On  January 19, 1998, the Company issued 55,625  shares  of
  Common  Stock  in  payment of one-half of the remaining  $445,000
  payable  to  a  resident  of  Taiwan, pursuant  to  an  agreement
  effective October 1, 1997, as compensation and to settle  certain
  instruments relating to prior compensation arrangements with  the
  Company.   This  transaction  is  intended  to  qualify  for  the
  exemption  from  registration provided by  Regulation  S  of  the
  Securities Act of 1933, as amended.
  
        On  January  23,  1998, the Company sold 11,333  shares  of
  Common  Stock,  through the exercise of stock purchase  warrants.
  The warrants were exercisable at $1.875 per share and the Company
  received  proceeds of $21,250 in payment of the  exercise  price.
  The  shares  were sold pursuant to 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.
  
       February 26, 1998                         /s/ Lisha C. Falk
  _________________________              By:_______________________________
               Date                              Lisha C. Falk
                                                  Secretary