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) April 18, 1997
__________________________________________
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 9. Sales of Equity Securities Pursuant to Regulation S.
As set forth below, the Company sold in a private placement
in compliance with Regulation S under the Securities Act of 1933,
as amended ("Securities Act"), an aggregate of 3,000,000 shares
of Common Stock through the exercise of warrants previously
granted to Providence Capital Ltd. These warrants were initially
issued on December 31, 1996 as incentive to exercise 4,168,000
warrants acquired in connection with series of Unit offerings
conducted through Rauscher Pierce & Clark, Inc., and its wholly-
owned subsidiary, Rauscher Pierce & Clark Ltd., as the Placement
Agent, in compliance with Regulation S of the Securities Act.
Further, on April 22, 1997, the Company sold in a private
placement in compliance with Regulation S under the Securities
Act, 66,900 shares of Common Stock through the exercise of
warrants previously granted to Sreedeswar Holdings, Inc. These
warrants were initially issued on December 22, 1995, in
connection with a series of Unit offerings conducted through
Rauscher Pierce & Clark, Inc., and its wholly-owned subsidiary,
Rauscher Pierce & Clark Ltd., as the Placement Agent, in
compliance with Regulation S of the Securities Act. The Company
agreed to reduce the exercise price of such warrants provided the
warrants were immediately exercised. Pursuant to such agreement
the initial warrant exercise prices of $0.25 per share were
reduced to $0.21 per share, net, with the Placement Agent
accepting $0.01 per share rather than 8% of the exercise price as
set forth in the Placement Agreement.
Exercise Warrants Shares Net
Date Exercised Issued Consideration
- ------------- --------- --------- -------------
April 18, 1997 440,289 440,289 $ 55,036
April 22, 1997 66,900 66,900 $ 14,049
April 30, 1997 2,559,711 2,559,711 $ 319,964
In all instances the warrants were exercised outside the U.S. by
persons or entities who certified that they were non-U.S. persons
as defined in Regulation S and the shares were all delivered
against payment outside the U.S. in accordance with such
Regulation.
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.
May 1, 1997 /s/ David A. Melman
________________________ By:_______________________________
Date David A. Melman
Executive Vice President