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  6, 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.
  
       The  Company announced on August 6, 1998, that  it  and  its
  partners,  China National Oil and Gas Exploration and Development
  Corporation (CNODC) and Apache Corporation, began drilling the C-
  5  exploration well located on the Zhao Dong Block, Bohai Bay, in
  the People's Republic of China.  The C-5 is located approximately
  3  kilometers  southwest of the successful D-2 well  that  tested
  11,571 barrels of oil per day in January 1997.  The Company  does
  not expect to make additional announcements with respect to the C-
  5 until results have been determined.
  
       Depending on rig availability, the Company expects  that  at
  least two additional wells will be drilled on the Zhao Dong Block
  in  1998.  One of these wells would be a wildcat.  The other well
  would  be  to  appraise the C-4 discovery, which was  drilled  in
  October 1997, and tested 15,359 barrels of oil plus 6,107 MCF  of
  associated gas from eight zones.
  
       XCL  Ltd.  and  Apache Corporation each  own  a  50  percent
  interest  in  the  Foreign Contractor's share of  the  Zhao  Dong
  Block.
       
       On  August 20, 1998, the Company announced that, through its
  wholly  owned  subsidiary,  XCL-Cathay  Ltd.,  it  has  signed  a
  Production  Sharing  Contract with China  National  Oil  and  Gas
  Exploration and Development Corporation (CNODC) for the appraisal
  and  development of the Zhang Dong Block in the shallow-water sea
  area  of  the  Bohai Bay, The People's Republic of China.  Dagang
  Oilfield  (Group) Ltd. (Dagang), a subsidiary of  China  National
  Petroleum Corporation, and XCL's operating partner, has conducted
  extensive 2D and 3D seismic and drilling operations on the block.
  A  causeway  and  artificial island have also been  installed  to
  conduct drilling and production operations.  Dagang and XCL  will
  now jointly complete appraisal and development of the block.
  
       The  Zhang Dong Block is a direct northwestern and  northern
  extension  of  the Zhao Dong Block, in which Dagang (51  percent)
  and  XCL (24.5 percent) are participants in the development of  a
  segment on which seven successful exploration and appraisal wells
  have  been  drilled.   The  Zhang Dong  Block  extends  from  the
  shoreline  of  the Dagang Oilfield Complex to a  water  depth  of
  approximately 10 feet.
  
       Dagang has conducted approximately 300 kilometers of 2D  and
  70  square  kilometers of 3D seismic on the block.  This  seismic
  reflects  the existence of a large geological structure extending
  in depth from the shallowest through the deepest reservoirs found
  productive  on the adjacent Zhao Dong Block.  Dagang has  drilled
  nine  exploration  and appraisal wells on the  Zhang  Dong  Block
  designed  to  test  the  middle zones  found  productive  on  the
  adjacent   Zhao   Dong  Block.   Eight  of  these   wells   found
  hydrocarbons  in  those middle zones.  XCL will  drill  appraisal
  wells  to  test  the middle zones.  Some of these wells  will  be
  designed  to also test the shallower and deeper zones.   XCL  and
  Dagang  believe  that  improvements in  drilling  and  completion
  technology   should   greatly  improve   production   rates   and
  recoverable hydrocarbon reserves on the Zhang Dong Block.
  
       Under  the  terms  of  the  Zhang  Dong  Production  Sharing
  Contract,  XCL  will be the operator and will be responsible  for
  the  cost of reprocesing and reinterpretation of existing 2D  and
  3D   seismic  data,  upgrading  of  the  existing  drilling   and
  production   facilities  on  the  block  and  initial   appraisal
  drilling.  The minimum drilling commitment is for one well to  be
  drilled during the first year of the contract.  If XCL elects  to
  extend the appraisal phase of the contract beyond the first year,
  it may do so by committing to an additional two wells during each
  of  the next two two-year periods, for a total commitment of five
  wells  over a five-year period.  Development costs and production
  will  be  shared 49 percent by XCL and 51 percent by CNODC.   The
  production period for each oil field on the Zhang Dong  Block  is
  20 years from the date of commencement of commercial production.
  
       Marsden   W.  Miller,  Jr.,  Chairman  and  Chief  Executive
  Officer, said, "The signing of the Zhang Dong Production  Sharing
  Contract reflects the friendship, trust and spirit of cooperation
  which  has developed between XCL, CNODC and Dagang.  The existing
  seismic, wells and drilling and production facilities will  allow
  quick and inexpensive completion of evaluation of the block  and,
  after  successful  evaluation,  early  and  low-cost  production.
  Dagang  has found significant accumulations of oil in the  middle
  zones.   We  believe  that  the use of new  drilling  technology,
  including  that  used  successfully on the offsetting  Zhao  Dong
  Block, creates the potential for substantial production from  the
  middle  zones  on  the  Zhang  Dong  Block.   Additionally,   the
  geological data available on the Zhang Dong Block indicates  that
  the  block is highly prospective for additional reserves  in  the
  shallower  and  deeper  formations which are  productive  on  the
  offsetting 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.
  
       August 21, 1998                    /s/ Lisha C. Falk
  _________________________          By:_______________________________
               Date                             Lisha C. Falk
                                                  Secretary
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 7299}]
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": "98695446"}, "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)      August  6, 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.
  
       The  Company announced on August 6, 1998, that  it  and  its
  partners,  China National Oil and Gas Exploration and Development
  Corporation (CNODC) and Apache Corporation, began drilling the C-
  5  exploration well located on the Zhao Dong Block, Bohai Bay, in
  the People's Republic of China.  The C-5 is located approximately
  3  kilometers  southwest of the successful D-2 well  that  tested
  11,571 barrels of oil per day in January 1997.  The Company  does
  not expect to make additional announcements with respect to the C-
  5 until results have been determined.
  
       Depending on rig availability, the Company expects  that  at
  least two additional wells will be drilled on the Zhao Dong Block
  in  1998.  One of these wells would be a wildcat.  The other well
  would  be  to  appraise the C-4 discovery, which was  drilled  in
  October 1997, and tested 15,359 barrels of oil plus 6,107 MCF  of
  associated gas from eight zones.
  
       XCL  Ltd.  and  Apache Corporation each  own  a  50  percent
  interest  in  the  Foreign Contractor's share of  the  Zhao  Dong
  Block.
       
       On  August 20, 1998, the Company announced that, through its
  wholly  owned  subsidiary,  XCL-Cathay  Ltd.,  it  has  signed  a
  Production  Sharing  Contract with China  National  Oil  and  Gas
  Exploration and Development Corporation (CNODC) for the appraisal
  and  development of the Zhang Dong Block in the shallow-water sea
  area  of  the  Bohai Bay, The People's Republic of China.  Dagang
  Oilfield  (Group) Ltd. (Dagang), a subsidiary of  China  National
  Petroleum Corporation, and XCL's operating partner, has conducted
  extensive 2D and 3D seismic and drilling operations on the block.
  A  causeway  and  artificial island have also been  installed  to
  conduct drilling and production operations.  Dagang and XCL  will
  now jointly complete appraisal and development of the block.
  
       The  Zhang Dong Block is a direct northwestern and  northern
  extension  of  the Zhao Dong Block, in which Dagang (51  percent)
  and  XCL (24.5 percent) are participants in the development of  a
  segment on which seven successful exploration and appraisal wells
  have  been  drilled.   The  Zhang Dong  Block  extends  from  the
  shoreline  of  the Dagang Oilfield Complex to a  water  depth  of
  approximately 10 feet.
  
       Dagang has conducted approximately 300 kilometers of 2D  and
  70  square  kilometers of 3D seismic on the block.  This  seismic
  reflects  the existence of a large geological structure extending
  in depth from the shallowest through the deepest reservoirs found
  productive  on the adjacent Zhao Dong Block.  Dagang has  drilled
  nine  exploration  and appraisal wells on the  Zhang  Dong  Block
  designed  to  test  the  middle zones  found  productive  on  the
  adjacent   Zhao   Dong  Block.   Eight  of  these   wells   found
  hydrocarbons  in  those middle zones.  XCL will  drill  appraisal
  wells  to  test  the middle zones.  Some of these wells  will  be
  designed  to also test the shallower and deeper zones.   XCL  and
  Dagang  believe  that  improvements in  drilling  and  completion
  technology   should   greatly  improve   production   rates   and
  recoverable hydrocarbon reserves on the Zhang Dong Block.
  
       Under  the  terms  of  the  Zhang  Dong  Production  Sharing
  Contract,  XCL  will be the operator and will be responsible  for
  the  cost of reprocesing and reinterpretation of existing 2D  and
  3D   seismic  data,  upgrading  of  the  existing  drilling   and
  production   facilities  on  the  block  and  initial   appraisal
  drilling.  The minimum drilling commitment is for one well to  be
  drilled during the first year of the contract.  If XCL elects  to
  extend the appraisal phase of the contract beyond the first year,
  it may do so by committing to an additional two wells during each
  of  the next two two-year periods, for a total commitment of five
  wells  over a five-year period.  Development costs and production
  will  be  shared 49 percent by XCL and 51 percent by CNODC.   The
  production period for each oil field on the Zhang Dong  Block  is
  20 years from the date of commencement of commercial production.
  
       Marsden   W.  Miller,  Jr.,  Chairman  and  Chief  Executive
  Officer, said, "The signing of the Zhang Dong Production  Sharing
  Contract reflects the friendship, trust and spirit of cooperation
  which  has developed between XCL, CNODC and Dagang.  The existing
  seismic, wells and drilling and production facilities will  allow
  quick and inexpensive completion of evaluation of the block  and,
  after  successful  evaluation,  early  and  low-cost  production.
  Dagang  has found significant accumulations of oil in the  middle
  zones.   We  believe  that  the use of new  drilling  technology,
  including  that  used  successfully on the offsetting  Zhao  Dong
  Block, creates the potential for substantial production from  the
  middle  zones  on  the  Zhang  Dong  Block.   Additionally,   the
  geological data available on the Zhang Dong Block indicates  that
  the  block is highly prospective for additional reserves  in  the
  shallower  and  deeper  formations which are  productive  on  the
  offsetting 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.
  
       August 21, 1998                    /s/ Lisha C. Falk
  _________________________          By:_______________________________
               Date                             Lisha C. Falk
                                                  Secretary