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)  April 18, 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.
  
        As set forth below, the Company sold in a private placement
  in compliance with Regulation S under the Securities Act of 1933,
  as  amended ("Securities Act"), an aggregate of 3,000,000  shares
  of  Common  Stock  through the exercise  of  warrants  previously
  granted to Providence Capital Ltd.  These warrants were initially
  issued  on  December 31, 1996 as incentive to exercise  4,168,000
  warrants  acquired  in connection with 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.
  
        Further,  on April 22, 1997, the Company sold in a  private
  placement  in  compliance with Regulation S under the  Securities
  Act,  66,900  shares  of  Common Stock through  the  exercise  of
  warrants  previously granted to Sreedeswar Holdings,  Inc.  These
  warrants   were  initially  issued  on  December  22,  1995,   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. The  Company
  agreed to reduce the exercise price of such warrants provided the
  warrants  were immediately exercised. Pursuant to such  agreement
  the  initial  warrant  exercise prices of $0.25  per  share  were
  reduced  to  $0.21  per  share, net,  with  the  Placement  Agent
  accepting $0.01 per share rather than 8% of the exercise price as
  set forth in the Placement Agreement.
  
     Exercise          Warrants      Shares              Net 
       Date            Exercised     Issued        Consideration
  -------------        ---------    ---------      -------------
  April 18, 1997         440,289      440,289        $  55,036
  April 22, 1997          66,900       66,900        $  14,049
  April 30, 1997       2,559,711    2,559,711        $ 319,964
  
  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.
  
       May 1, 1997                        /s/ David A. Melman
  ________________________         By:_______________________________
          Date                            David A. Melman
                                          Executive Vice President
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4436}]
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": "97593319"}, "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)  April 18, 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.
  
        As set forth below, the Company sold in a private placement
  in compliance with Regulation S under the Securities Act of 1933,
  as  amended ("Securities Act"), an aggregate of 3,000,000  shares
  of  Common  Stock  through the exercise  of  warrants  previously
  granted to Providence Capital Ltd.  These warrants were initially
  issued  on  December 31, 1996 as incentive to exercise  4,168,000
  warrants  acquired  in connection with 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.
  
        Further,  on April 22, 1997, the Company sold in a  private
  placement  in  compliance with Regulation S under the  Securities
  Act,  66,900  shares  of  Common Stock through  the  exercise  of
  warrants  previously granted to Sreedeswar Holdings,  Inc.  These
  warrants   were  initially  issued  on  December  22,  1995,   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. The  Company
  agreed to reduce the exercise price of such warrants provided the
  warrants  were immediately exercised. Pursuant to such  agreement
  the  initial  warrant  exercise prices of $0.25  per  share  were
  reduced  to  $0.21  per  share, net,  with  the  Placement  Agent
  accepting $0.01 per share rather than 8% of the exercise price as
  set forth in the Placement Agreement.
  
     Exercise          Warrants      Shares              Net 
       Date            Exercised     Issued        Consideration
  -------------        ---------    ---------      -------------
  April 18, 1997         440,289      440,289        $  55,036
  April 22, 1997          66,900       66,900        $  14,049
  April 30, 1997       2,559,711    2,559,711        $ 319,964
  
  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.
  
       May 1, 1997                        /s/ David A. Melman
  ________________________         By:_______________________________
          Date                            David A. Melman
                                          Executive Vice President