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)      May 18, 1995
                                                      _________________
  
  
                                     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 5.   Other Events.
  
       On May 18, 1995, XCL Ltd. (the "Company") sold all of its
  undivided 7/9ths interest in and to 11,600 gross acres,
  comprising the Phoenix Lake Tract in southwestern Louisiana, for
  $2,337,104, less expenses of $37,011, with the Company retaining
  75 percent of its mineral interest.  The purchase price was
  comprised of net cash of $1,769,632 and a $530,461 reduction in
  obligations owed by the Company to the purchaser.
  
  
  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  25, 1995                             /s/ David A. Melman
  ______________                     By:_______________________________
      Date                                David A. Melman
                                          Executive Vice President
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "CURRENT REPORT ON FORM 8-K", "secsgml_size_bytes": 2112}]
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)      May 18, 1995
                                                      _________________
  
                                     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 5.   Other Events.
  
       On May 18, 1995, XCL Ltd. (the "Company") sold all of its
  undivided 7/9ths interest in and to 11,600 gross acres,
  comprising the Phoenix Lake Tract in southwestern Louisiana, for
  $2,337,104, less expenses of $37,011, with the Company retaining
  75 percent of its mineral interest.  The purchase price was
  comprised of net cash of $1,769,632 and a $530,461 reduction in
  obligations owed by the Company to the purchaser.
  
  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  25, 1995                             /s/ David A. Melman
  ______________                     By:_______________________________
      Date                                David A. Melman
                                          Executive Vice President