content: Page 4 of 3 Pages
  
                 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)      June  28,
  1999
  
             __________________________________________
  
  
                              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.
  
            On June 28, 1999, the Company issued a press release
  announcing that it has notified Apache Corporation that it will
  seek the removal of Apache China LDC, Apache's wholly owned
  subsidiary, as operator of the companies' joint venture project
  in the Zhao Dong Block in Bohai Bay, China.
       XCL Ltd.'s wholly owned subsidiary, XCL-China Ltd. ("XCL"),
  discovered oil reserves on the 50,000-acre Zhao Dong Block in
  1994 and 1995.  XCL sold 33 1/3 percent of its interest in the
  Block to Apache in 1994.  In 1995, Apache increased its interest
  to 50 percent and XCL and China National Oil and Gas Exploration
  and Development Corporation ("CNODC"), the Chinese partner in the
  joint venture, agreed that Apache could become operator.  This
  agreement was based on Apache's representation to XCL and CNODC
  that Apache would rapidly develop the existing discoveries on the
  Zhao Dong Block.
       "After four years, Apache has still not begun development of
  our  discoveries,  failing in its most  important  obligation  as
  operator,"  said  Marsden  W. Miller,  Jr.,  chairman  and  chief
  executive officer. "This step is required to put the project back
  on  the  fast track where it belongs. Our action is in  the  best
  interest  of  XCL  shareholders,  bondholders  and  our   Chinese
  partners."
       Grounds  for  Apache's removal include delays in  developing
  the  C/D Field on the Zhao Dong Block, failure to properly manage
  project costs and delays in exploration drilling.
        Under the joint operating agreement, Apache has 30 days  to
  cure  its  breaches before it can be removed as operator.   CNODC
  must approve the removal.
       In a separate action, XCL has initiated a $17 million
  arbitration proceeding against Apache Corporation.  This action
  centers on engineering and design costs incurred by Apache of
  approximately $18.5 million.   Although Apache has billed XCL for
  one-half of this amount, Apache had authority from the Chinese
  and XCL to spend, at most, only $2.5 million.
       "$16 million of these charges were not only unauthorized,"
  said Miller, "but were unnecessary and wasteful."
       In addition to the unauthorized and excessive engineering
  and design costs, Apache has also attempted to charge XCL for
  $5.3 million of project costs, which were its sole
  responsibility, and a further $3.9 million in exploration costs
  that were Apache's responsibility under an agreement signed on
  May 10, 1995.
       XCL started arbitration proceedings when Apache demanded
  that XCL pay $10 million of Apache's improper and excessive
  expenditures.  In the arbitration proceedings, XCL formally
  challenges these expenditures and further demands a refund of
  $7.2 million for amounts previously overpaid to Apache.
       "In an attempt to keep the project going, we have paid $7.2
  million of Apache's overbillings," Miller said.  "Because Apache
  continues to delay the project, we want this back.  We also want
  Apache to be responsible for its unauthorized, excessive and
  wasteful expenditures.  Most importantly, for the last four
  years, we have pushed Apache to honor its obligations as a
  prudent operator to start oil production in the Zhao Dong Block.
  If Apache still refuses to honor these obligations, it is time
  for it to be removed as operator so that the project can move
  forward."
       Through their wholly owned subsidiaries, XCL and Apache each
  own a 50 percent interest in the 49 percent Foreign Contractor's
  share of the Zhao Dong Block.  CNODC owns the remaining 51
  percent share.
  
                             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.
  
       June 28, 1999                           /s/ Lisha C. Falk
  _________________________
  By:_______________________________
               Date                             Lisha C. Falk
                                                Secretary
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text: Page 4 of 3 Pages
  
                 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)      June  28,
  1999
  
             __________________________________________
  
                              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.
  
            On June 28, 1999, the Company issued a press release
  announcing that it has notified Apache Corporation that it will
  seek the removal of Apache China LDC, Apache's wholly owned
  subsidiary, as operator of the companies' joint venture project
  in the Zhao Dong Block in Bohai Bay, China.
       XCL Ltd.'s wholly owned subsidiary, XCL-China Ltd. ("XCL"),
  discovered oil reserves on the 50,000-acre Zhao Dong Block in
  1994 and 1995.  XCL sold 33 1/3 percent of its interest in the
  Block to Apache in 1994.  In 1995, Apache increased its interest
  to 50 percent and XCL and China National Oil and Gas Exploration
  and Development Corporation ("CNODC"), the Chinese partner in the
  joint venture, agreed that Apache could become operator.  This
  agreement was based on Apache's representation to XCL and CNODC
  that Apache would rapidly develop the existing discoveries on the
  Zhao Dong Block.
       "After four years, Apache has still not begun development of
  our  discoveries,  failing in its most  important  obligation  as
  operator,"  said  Marsden  W. Miller,  Jr.,  chairman  and  chief
  executive officer. "This step is required to put the project back
  on  the  fast track where it belongs. Our action is in  the  best
  interest  of  XCL  shareholders,  bondholders  and  our   Chinese
  partners."
       Grounds  for  Apache's removal include delays in  developing
  the  C/D Field on the Zhao Dong Block, failure to properly manage
  project costs and delays in exploration drilling.
        Under the joint operating agreement, Apache has 30 days  to
  cure  its  breaches before it can be removed as operator.   CNODC
  must approve the removal.
       In a separate action, XCL has initiated a $17 million
  arbitration proceeding against Apache Corporation.  This action
  centers on engineering and design costs incurred by Apache of
  approximately $18.5 million.   Although Apache has billed XCL for
  one-half of this amount, Apache had authority from the Chinese
  and XCL to spend, at most, only $2.5 million.
       "$16 million of these charges were not only unauthorized,"
  said Miller, "but were unnecessary and wasteful."
       In addition to the unauthorized and excessive engineering
  and design costs, Apache has also attempted to charge XCL for
  $5.3 million of project costs, which were its sole
  responsibility, and a further $3.9 million in exploration costs
  that were Apache's responsibility under an agreement signed on
  May 10, 1995.
       XCL started arbitration proceedings when Apache demanded
  that XCL pay $10 million of Apache's improper and excessive
  expenditures.  In the arbitration proceedings, XCL formally
  challenges these expenditures and further demands a refund of
  $7.2 million for amounts previously overpaid to Apache.
       "In an attempt to keep the project going, we have paid $7.2
  million of Apache's overbillings," Miller said.  "Because Apache
  continues to delay the project, we want this back.  We also want
  Apache to be responsible for its unauthorized, excessive and
  wasteful expenditures.  Most importantly, for the last four
  years, we have pushed Apache to honor its obligations as a
  prudent operator to start oil production in the Zhao Dong Block.
  If Apache still refuses to honor these obligations, it is time
  for it to be removed as operator so that the project can move
  forward."
       Through their wholly owned subsidiaries, XCL and Apache each
  own a 50 percent interest in the 49 percent Foreign Contractor's
  share of the Zhao Dong Block.  CNODC owns the remaining 51
  percent share.
  
                             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.
  
       June 28, 1999                           /s/ Lisha C. Falk
  _________________________
  By:_______________________________
               Date                             Lisha C. Falk
                                                Secretary