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) October 21, 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 October 21, 1997, the Company sold 1,000,000 shares of
Common Stock, and on October 30, 1997, the Company sold 500,000
shares of Common Stock, both transactions through the exercise of
stock purchase warrants, to Providence Capital Limited of the
Cayman Islands. The warrants were exercisable at $0.1875 per
share and the Company received $281,250 in payment of the
exercise price. This transaction is intended to qualify for the
exemption from registration provided by Regulation S of the
Securities Act of 1933, as amended.
On October 28 and 29, 1997, pursuant to an agreement
effective October 1, 1997, the Company issued an aggregate of
800,000 shares of Common Stock as compensation and to settle
certain instruments relating to prior compensation arrangements
to a resident of Taiwan who has performed services for the
Company since 1991. This transaction is intended to qualify for
the exemption from registration provided by Regulation S of the
Securities Act of 1933, as amended.
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.
November 5, 1997 /s/ Lisha C. Falk
_________________________ By:_______________________________
Date Lisha C. Falk
Secretary