content: SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
  
  
                              FORM 8-K
  
  
  
                       Current Report Pursuant
                    to Section13 or 15(d) of the
                   Securities Exchange Act of 1934
  
  Date of report (Date of earliest event reported)   April 27, 2000
  
  
                              XCL Ltd.
       (Exact Name of Registrant as Specified in Its Charter)
  
  
                              Delaware
           (State of other Jurisdiction of Incorporation)
  
  
       1-10669                                   51-0305643
  (Commission File Number)             (I.R.S. Employer Identification Number)
  
                     Petroleum Tower, Suite 400
                   3639 Ambassador Caffery Parkway
                     Lafayette, Louisiana 70503
               (Address of Principal Executive Office)
  
  
                            318-989-0449
        (Registrant's Telephone Number, Including Area Code)
  
  Item 4.  Changes in the Registrant's Certifying Accountant
           (PriceWaterhouse Coopers LLP).
  
       (i)  The Company's certifying accountants by mutual agreement
            with the Company declined to stand for re-election for the year
            ended December 31, 1999.  The Company has retained the services
            of Hein + Associates, LLP to perform an audit and issue a report
            for the fiscal year ended December 31, 1999.  This engagement is
            subject to fulfillment of Hein + Associates' client acceptance
            procedures.
  
       (ii) The accountant's most recent report dated April 12, 1999,
            for the fiscal year ended December 31, 1998, contains an
            explanatory paragraph relating to the Company's ability to
            continue as a going concern and whether or not it will be able to
            generate the necessary funds to satisfy its contractual
            obligations for development of its China properties.  The Company
            expects that the Hein + Associates' report will contain an
            explanatory paragraph similar to that found in the report dated
            April 12, 1999.
  
       (iii)     On May 4, 2000, six of the Company's directors resigned
            and the three remaining directors, two of whom are members of the
            audit  committee, have approved the decision to  change
            accountants.
  
       (iv) During the two most recent audited fiscal years, December
            31, 1997 and 1998, there were no disagreements with the former
            accountants.  The Company has authorized the former accountants,
            and the Company has also agreed, to respond fully to the
            inquiries of Hein + Associates.
  
  Item 5.   Other Events.
  
  Change in Ticker Symbol
  -----------------------
  
        The Company was advised on April 27, 2000, that due to  the
  Company's  inability to file its Annual Report on  Form  10-K  by
  April 14, 2000, the extended filing deadline pursuant to Rule 12b-
  25,  the  OTC  Bulletin  Board ("Bulletin  Board")  appended  the
  Company's  ticker symbol with the letter "E".  The "E"  indicates
  that  the  Company is delinquent in its required SEC filing,  and
  has  a 30-day grace period in which to make such filing.  If  the
  Company  fails  to  file its Form 10-K within such  30-day  grace
  period,  it  will no longer meet the eligibility requirements  of
  the Bulletin Board.
  
  Resignation  of  Chairman  and Reorganization  of  the  Board  of
  Directors
  ----------------------------------------------------------------
  
        On  May  9,  2000, the Company announced  that  Marsden  W.
  Miller, Jr., chairman and chief executive officer, resigned.  Mr.
  Miller,  58,  a  founder  of  the  Company  and  CEO  since   its
  incorporation in 1981, was elected chairman in 1984.
  
       "I  am  grateful for the support that I have  received  from
  shareholders,  board  members  and employees  during  my  tenure;
  however,  it is an appropriate time for a change for the  Company
  as well as a change for me," stated Miller.
  
         Danny  M. Dobbs will continue as president of the Company.
  The  services of David A. Melman and Associates have been engaged
  to  assist  the Company with its business and financial  affairs.
  Mr.  Melman,  who  has extensive experience  working  with  small
  public  companies, was executive vice president, general  counsel
  and corporate secretary of the Company from 1983 to 1997, and was
  a director of the company from 1987 to 1997.
  
       As part of the Company's continuing efforts to reduce costs,
  the board of directors unanimously voted to reorganize the board.
  This  reorganization  reduced the size  of  the  board  to  three
  members.   The continuing directors of the Company are R.  Thomas
  Fetters, Jr., Arthur W. Hummel, Jr. and Francis J. Reinhardt, Jr.
  
       Leaving  the board as part of the reorganization are Messrs.
  Marsden  W.  Miller,  Jr.,  John  T.  Chandler  and  Benjamin  B.
  Blanchet, as executive directors, and Fred Hofheinz, The Rt. Hon.
  Sir   Michael   Palliser  and  Peter  F.  Ross,  as  nonexecutive
  directors.  Mr. Dobbs stated, "The counsel and support  of  these
  directors has been invaluable.  Their presence on the board  will
  be  sorely missed.  I am pleased that they have agreed to  remain
  available to the Company for advice and consultation."
  
                             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 12, 2000                              /s/ Lisha C. Falk
  _________________________          By:_______________________________
               Date                      Name:     Lisha C. Falk
                                         Title:     Corporate Secretary
  
                              EXHIBITS
  
  
  Exhibit                    Description
  -------
  
  10.1          Form of Consulting Agreement between the Company
                and David A. Melman & Associates dated May 1, 2000.
  
  16            Letter from Pricewaterhouse Coopers, LLP dated
                May 12, 2000.
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 6143}]
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": "628484"}, "business-address": {"street1": "PETROLEUM TWR STE 400", "street2": "3639 AMBASSADOR CAFFERY PARKWAY", "city": "LAFAYETTE", "state": "LA", "zip": "70503", "phone": "3189890449"}, "mail-address": {"street1": "PETROLEUM TOWER, SUITE 400", "street2": "3639 AMBASSADOR CAFFERY PARKWAY", "city": "LAFAYETTE", "state": "LA", "zip": "70503"}, "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, D.C. 20549
  
                              FORM 8-K
  
                       Current Report Pursuant
                    to Section13 or 15(d) of the
                   Securities Exchange Act of 1934
  
  Date of report (Date of earliest event reported)   April 27, 2000
  
                              XCL Ltd.
       (Exact Name of Registrant as Specified in Its Charter)
  
                              Delaware
           (State of other Jurisdiction of Incorporation)
  
       1-10669                                   51-0305643
  (Commission File Number)             (I.R.S. Employer Identification Number)
  
                     Petroleum Tower, Suite 400
                   3639 Ambassador Caffery Parkway
                     Lafayette, Louisiana 70503
               (Address of Principal Executive Office)
  
                            318-989-0449
        (Registrant's Telephone Number, Including Area Code)
  
  Item 4.  Changes in the Registrant's Certifying Accountant
           (PriceWaterhouse Coopers LLP).
  
       (i)  The Company's certifying accountants by mutual agreement
            with the Company declined to stand for re-election for the year
            ended December 31, 1999.  The Company has retained the services
            of Hein + Associates, LLP to perform an audit and issue a report
            for the fiscal year ended December 31, 1999.  This engagement is
            subject to fulfillment of Hein + Associates' client acceptance
            procedures.
  
       (ii) The accountant's most recent report dated April 12, 1999,
            for the fiscal year ended December 31, 1998, contains an
            explanatory paragraph relating to the Company's ability to
            continue as a going concern and whether or not it will be able to
            generate the necessary funds to satisfy its contractual
            obligations for development of its China properties.  The Company
            expects that the Hein + Associates' report will contain an
            explanatory paragraph similar to that found in the report dated
            April 12, 1999.
  
       (iii)     On May 4, 2000, six of the Company's directors resigned
            and the three remaining directors, two of whom are members of the
            audit  committee, have approved the decision to  change
            accountants.
  
       (iv) During the two most recent audited fiscal years, December
            31, 1997 and 1998, there were no disagreements with the former
            accountants.  The Company has authorized the former accountants,
            and the Company has also agreed, to respond fully to the
            inquiries of Hein + Associates.
  
  Item 5.   Other Events.
  
  Change in Ticker Symbol
  -----------------------
  
        The Company was advised on April 27, 2000, that due to  the
  Company's  inability to file its Annual Report on  Form  10-K  by
  April 14, 2000, the extended filing deadline pursuant to Rule 12b-
  25,  the  OTC  Bulletin  Board ("Bulletin  Board")  appended  the
  Company's  ticker symbol with the letter "E".  The "E"  indicates
  that  the  Company is delinquent in its required SEC filing,  and
  has  a 30-day grace period in which to make such filing.  If  the
  Company  fails  to  file its Form 10-K within such  30-day  grace
  period,  it  will no longer meet the eligibility requirements  of
  the Bulletin Board.
  
  Resignation  of  Chairman  and Reorganization  of  the  Board  of
  Directors
  ----------------------------------------------------------------
  
        On  May  9,  2000, the Company announced  that  Marsden  W.
  Miller, Jr., chairman and chief executive officer, resigned.  Mr.
  Miller,  58,  a  founder  of  the  Company  and  CEO  since   its
  incorporation in 1981, was elected chairman in 1984.
  
       "I  am  grateful for the support that I have  received  from
  shareholders,  board  members  and employees  during  my  tenure;
  however,  it is an appropriate time for a change for the  Company
  as well as a change for me," stated Miller.
  
         Danny  M. Dobbs will continue as president of the Company.
  The  services of David A. Melman and Associates have been engaged
  to  assist  the Company with its business and financial  affairs.
  Mr.  Melman,  who  has extensive experience  working  with  small
  public  companies, was executive vice president, general  counsel
  and corporate secretary of the Company from 1983 to 1997, and was
  a director of the company from 1987 to 1997.
  
       As part of the Company's continuing efforts to reduce costs,
  the board of directors unanimously voted to reorganize the board.
  This  reorganization  reduced the size  of  the  board  to  three
  members.   The continuing directors of the Company are R.  Thomas
  Fetters, Jr., Arthur W. Hummel, Jr. and Francis J. Reinhardt, Jr.
  
       Leaving  the board as part of the reorganization are Messrs.
  Marsden  W.  Miller,  Jr.,  John  T.  Chandler  and  Benjamin  B.
  Blanchet, as executive directors, and Fred Hofheinz, The Rt. Hon.
  Sir   Michael   Palliser  and  Peter  F.  Ross,  as  nonexecutive
  directors.  Mr. Dobbs stated, "The counsel and support  of  these
  directors has been invaluable.  Their presence on the board  will
  be  sorely missed.  I am pleased that they have agreed to  remain
  available to the Company for advice and consultation."
  
                             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 12, 2000                              /s/ Lisha C. Falk
  _________________________          By:_______________________________
               Date                      Name:     Lisha C. Falk
                                         Title:     Corporate Secretary
  
                              EXHIBITS
  
  Exhibit                    Description
  -------
  
  10.1          Form of Consulting Agreement between the Company
                and David A. Melman & Associates dated May 1, 2000.
  
  16            Letter from Pricewaterhouse Coopers, LLP dated
                May 12, 2000.