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)       December 22, 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)
  
  
                     Petroleum Tower,  Suite 400
                   3639 Ambassador Caffery Parkway
                     Lafayette, Louisiana 70503
              (Address of Principal Executive Offices)
  
  
                            318-989-0449
        (Registrant's Telephone Number, Including Area Code)
  
  
  
  
  Item 5.     Other Events.
  
        On  December  23, 1999, the Company issued a press  release
  announcing  that on December 22, 1999, it received  a  notice  of
  default  from three trusts managed by Trust Company of  the  West
  (the "Investment Funds"), which holds approximately 50.67 percent
  of  the  outstanding  principal amount of the $75,000,000  Senior
  Secured  Notes  (the "Notes") issued by XCL Ltd.  The  Investment
  Funds  issued  this  notice of default under the  Bond  Indenture
  based  on the Company's failure to make interest payments due  on
  May  3,  1999,  and  November  1, 1999.   As  a  result  of  this
  declaration  of  default,  the voting or  consensual  rights  and
  powers  with respect to the stock of XCL-China, Inc.,  which  has
  been  pledged to secure the Notes, become vested in the  Trustee.
  XCL-China,  Inc. holds the Company's interest in  the  Zhao  Dong
  Block,  which is located in the shallow water area of Bohai  Bay,
  People's Republic of China.
  
        Based  on  the instructions from the Investment Funds,  the
  Trustee  voted to remove the existing Board of Directors of  XCL-
  China  and to elect in their place as the sole director  of  XCL-
  China, Eric Scroggins.
  
        The  Company  has  also been informed that  Mr.  Scroggins,
  acting as the sole director of XCL-China, has adopted resolutions
  on   behalf  of  XCL-China,  Inc.  concerning  the  petition  for
  Involuntary  Bankruptcy  previously filed  against  XCL-China  by
  Apache   China   LDC,  a  wholly  owned  subsidiary   of   Apache
  Corporation.  Based on the resolutions adopted, XCL-China is  (1)
  authorized  and  directed  to  withdraw  its  opposition  to  the
  involuntary Chapter 7 bankruptcy proceeding currently pending  in
  the  United  States Bankruptcy Court for the Western District  of
  Louisiana  in  Opelousas;  and (2)  authorized  and  directed  to
  convert  the  involuntary  Chapter 7 proceeding  to  a  voluntary
  Chapter  11 proceeding; and (3) to retain Douglas S. Draper,  Jan
  M. Hayden and the law firm of Heller, Draper Hayden & Horn of New
  Orleans,  La., as bankruptcy counsel in its reorganization  under
  Chapter 11 of the Bankruptcy Code.
  
        Further, the Company understands that the Investment  Funds
  have  entered  into a Forbearance and Standstill  Agreement  with
  Apache  China  LDC and Apache Corporation whereby neither  Apache
  Corporation nor Apache China shall seek to dismiss or convert the
  Chapter  11 Proceeding, or seek the appointment of a trustee,  an
  examiner  with expanded powers or a responsible person to  manage
  the affairs of XCL-China during the term of this Agreement unless
  XCL-China  joins in any such application, and that  no  employee,
  agent, contractor, consultant, officer or member of the board  of
  directors of XCL-China or XCL holding such position or office  on
  or  prior to December 19, 1999, shall be an officer or member  of
  the  Board  of  Directors of  XCL-China during the term  of  this
  Agreement  without the written consent of Apache  Corporation  or
  Apache China.
  
        The  Company  is evaluating its options to respond  to  the
  actions taken by the Investment Funds.
  
                             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.
  
       December 28, 1999                         /s/ Lisha C. Falk
  _________________________            By:_______________________________
               Date                    Name:     Lisha C. Falk
                                       Title:   Corporate Secretary
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4722}]
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": "99781269"}, "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, 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)       December 22, 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)
  
                     Petroleum Tower,  Suite 400
                   3639 Ambassador Caffery Parkway
                     Lafayette, Louisiana 70503
              (Address of Principal Executive Offices)
  
                            318-989-0449
        (Registrant's Telephone Number, Including Area Code)
  
  Item 5.     Other Events.
  
        On  December  23, 1999, the Company issued a press  release
  announcing  that on December 22, 1999, it received  a  notice  of
  default  from three trusts managed by Trust Company of  the  West
  (the "Investment Funds"), which holds approximately 50.67 percent
  of  the  outstanding  principal amount of the $75,000,000  Senior
  Secured  Notes  (the "Notes") issued by XCL Ltd.  The  Investment
  Funds  issued  this  notice of default under the  Bond  Indenture
  based  on the Company's failure to make interest payments due  on
  May  3,  1999,  and  November  1, 1999.   As  a  result  of  this
  declaration  of  default,  the voting or  consensual  rights  and
  powers  with respect to the stock of XCL-China, Inc.,  which  has
  been  pledged to secure the Notes, become vested in the  Trustee.
  XCL-China,  Inc. holds the Company's interest in  the  Zhao  Dong
  Block,  which is located in the shallow water area of Bohai  Bay,
  People's Republic of China.
  
        Based  on  the instructions from the Investment Funds,  the
  Trustee  voted to remove the existing Board of Directors of  XCL-
  China  and to elect in their place as the sole director  of  XCL-
  China, Eric Scroggins.
  
        The  Company  has  also been informed that  Mr.  Scroggins,
  acting as the sole director of XCL-China, has adopted resolutions
  on   behalf  of  XCL-China,  Inc.  concerning  the  petition  for
  Involuntary  Bankruptcy  previously filed  against  XCL-China  by
  Apache   China   LDC,  a  wholly  owned  subsidiary   of   Apache
  Corporation.  Based on the resolutions adopted, XCL-China is  (1)
  authorized  and  directed  to  withdraw  its  opposition  to  the
  involuntary Chapter 7 bankruptcy proceeding currently pending  in
  the  United  States Bankruptcy Court for the Western District  of
  Louisiana  in  Opelousas;  and (2)  authorized  and  directed  to
  convert  the  involuntary  Chapter 7 proceeding  to  a  voluntary
  Chapter  11 proceeding; and (3) to retain Douglas S. Draper,  Jan
  M. Hayden and the law firm of Heller, Draper Hayden & Horn of New
  Orleans,  La., as bankruptcy counsel in its reorganization  under
  Chapter 11 of the Bankruptcy Code.
  
        Further, the Company understands that the Investment  Funds
  have  entered  into a Forbearance and Standstill  Agreement  with
  Apache  China  LDC and Apache Corporation whereby neither  Apache
  Corporation nor Apache China shall seek to dismiss or convert the
  Chapter  11 Proceeding, or seek the appointment of a trustee,  an
  examiner  with expanded powers or a responsible person to  manage
  the affairs of XCL-China during the term of this Agreement unless
  XCL-China  joins in any such application, and that  no  employee,
  agent, contractor, consultant, officer or member of the board  of
  directors of XCL-China or XCL holding such position or office  on
  or  prior to December 19, 1999, shall be an officer or member  of
  the  Board  of  Directors of  XCL-China during the term  of  this
  Agreement  without the written consent of Apache  Corporation  or
  Apache China.
  
        The  Company  is evaluating its options to respond  to  the
  actions taken by the Investment Funds.
  
                             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.
  
       December 28, 1999                         /s/ Lisha C. Falk
  _________________________            By:_______________________________
               Date                    Name:     Lisha C. Falk
                                       Title:   Corporate Secretary