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)   February 2, 2000

           __________________________________________


                            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  February  2, 2000, the Company announced  that  it
would  not  appeal  the  American Stock  Exchange's  ("Exchange")
decision to delist and will consent to the removal of its  Common
Stock  from  the Exchange.  This action became necessary  because
the  Company no longer fully satisfies all the guidelines of  the
Exchange  for  continued listing.  The Exchange has advised  that
the  last  day  for the Company's listing will be  the  close  of
business  on  Thursday,  February 10, 2000.    Concurrently,  the
Company's  Common  Stock will be delisted from the  London  Stock
Exchange Limited.

      Further, the Company announced that it has taken  steps  to
qualify  its  Common Stock for trading on the OTC Bulletin  Board
("Bulletin Board").

     The  Company will make an announcement when trading  resumes
on the Bulletin Board.


                           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.

     February 4, 2000                /s/ Lisha C. Falk
_________________________       By:_______________________________
             Date                  Name:     Lisha C. Falk
                                   Title:     Corporate Secretary