As filed with the Securities and Exchange Commission on September 3, 1996
Registration No. 33-68552
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
____________________________________
XCL LTD.
(Exact name of issuer as specified in its charter)
Delaware 51-0305643
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
110 Rue Jean Lafitte David A. Melman, Esq.
Lafayette, Louisiana 70508 Executive Vice President, General
(318) 237-0325 Counsel
(Address, including zip code and and Secretary
telephone no., including area code, XCL Ltd.
of registrant's principal executive 110 Rue Jean Lafitte
offices) Lafayette, Louisiana 70508
(318) 237-0325
(Name, address, including zip code,
and telephone no., including area
code,
of agent for service)
With Copies To:
Peter A. Basilevsky, Esq.
Satterlee Stephens Burke & Burke
230 Park Avenue
New York, New York 10169
(212) 818-9200
_________________________
This Post-Effective Amendment No. 1 to Registration
Statement on Form S-3 (Reg. No. 33-68552) shall hereafter become
effective in accordance with the provisions of Section 8(c) of the
Securities Act of 1933.
DEREGISTRATION OF SECURITIES
In accordance with the undertaking of XCL Ltd. (the
"Company"), set forth in that certain registration statement on
Form S-3 (File No. 33-68552), declared effective on January 20,
1994 (the "Registration Statement"), the Company hereby
deregisters an aggregate of 500,000 shares of common stock, par
value $.01 per share (the "Common Stock"), previously registered
under the Securities Act of 1933, as amended, pursuant to the
Registration Statement, issuable upon exercise of the Company's
Warrants issued to Service Enterprises, Inc. (250,000 shares) and
Guinness Mahon Energy Services Limited (250,000 shares), which
Warrants to purchase Common Stock have expired unexercised in
accordance with their respective terms.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has duly caused this Post-
Effective Amendment No. 1 to the Registration Statement on Form S-
3 (File No. 33-68552) to be signed on its behalf by the
undersigned, thereunto duly authorized pursuant to Power of
Attorney previously filed, in the City of Lafayette, State of
Louisiana, on the 3rd day of September, 1996.
XCL LTD.
(Registrant)
/s/ David A. Melman
By:____________________________
David A. Melman
Executive Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Marsden W. Miller, Jr.*
_______________________ Chairman of the Board and
Marsden W. Miller, Jr. Chief Executive Officer September 3, 1996
/s/ John T. Chandler *
_______________________ President and Director September 3, 1996
John T. Chandler
/s/ David A. Melman
_______________________ Executive Vice President,
David A. Melman General Counsel, Secretary September 3, 1996
and Director
/s/ Fred Hofheinz *
_______________________ Director September 3, 1996
Fred Hofheinz
_______________________ Director ___________, 1996
Arthur W. Hummel, Jr.
_______________________ Director ___________, 1996
Michael Palliser
/s/ Francis J. Reinhardt, Jr.*
_______________________ Director September 3, 1996
Francis J. Reinhardt, Jr.
* By David A. Melman, Attorney in Fact, pursuant to Power
of Attorney originally filed on September 9, 1993 with
signature pages to Registration Statement on Form S-3, Reg.
No. 33-68552.