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)      August  19, 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.

      On  August  19,  1997, the Company issued 3  million  stock
purchase  warrants  to  Providence Capital Ltd.  as  compensation
pursuant to a Consulting Agreement entered into effective July 1,
1997, whereby Providence Capital Ltd. will assist the Company  in
locating sources of financing in capital markets in Canada.   The
warrants  are exercisable at $0.1875 per share and expire  August
13,  2001.   This  transaction is intended to  qualify  from  the
exemption  from  registration provided by  Regulation  S  of  the
Securities Act of 1933.


                            EXHIBITS
                                
Exhibit No.                              Description

4   -  Instruments  Defining  the  Rights  of  Security  Holders,
Including Indentures

4.1  Form of a series of six warrant agreements (500,000 each)
     dated August 19, 1997, entitling Providence Capital Ltd.  to
     purchase an aggregate of 3,000,000 shares of Common Stock of
     the  Company, exercisable at $0.1875 per share and  expiring
     August 13, 2001.

                                
                           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.

     September 24, 1997                     /s/ Lisha C. Falk
_________________________          By:_______________________________
             Date                              Lisha C. Falk
                                               Secretary