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, 1995
_______________________
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
Lafayette, Louisiana 70508
(Address of Principal Executive Offices)
318-237-0325
(Registrant's Telephone Number, Including Area Code)
Item 5. Other Events.
On December 22, 1995, the Company sold in an unregistered
offering in compliance with Regulation S under the Securities Act
of 1933, as amended, through Rauscher Pierce & Clark, Inc., and
its wholly-owned subsidiary, Rauscher Pierce & Clark Ltd., as the
Placement Agent, 116 Units, at a purchase price of $18,000 per
Unit, each Unit comprised of 60,000 shares of Common Stock and a
five-year Warrant to purchase 60,000 shares of Common Stock, at
an exercise price of $.50 per share, subject to customary anti-
dilution adjustments. The Company received approximately $1.8
million net, after deduction of commissions, legal fees and other
offering costs and expenses. Proceeds of the offering will be
used for general working capital purposes.
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.
January 17, 1996 /s/ David A. Melman
_________________________ By:_______________________________
Date David A. Melman
Executive Vice President