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)      January 19, 1998

           __________________________________________


                            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, 2nd Floor
                   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  January 19, 1998, the Company issued 107,518 shares  of
Common  Stock  to  a non-U.S. holder of its Secured  Subordinated
Notes,  in respect of $337,679 in interest and penalties thereon,
in  accordance with the terms of the Secured Subordinated  Notes.
This  transaction  is  intended to  qualify  for  exemption  from
registration  provided by Regulation S of the Securities  Act  of
1933, as amended.

      On  January 19, 1998, the Company issued 55,625  shares  of
Common  Stock  in  payment of one-half of the remaining  $445,000
payable  to  a  resident  of  Taiwan, pursuant  to  an  agreement
effective October 1, 1997, as compensation and to settle  certain
instruments relating to prior compensation arrangements with  the
Company.   This  transaction  is  intended  to  qualify  for  the
exemption  from  registration provided by  Regulation  S  of  the
Securities Act of 1933, as amended.

      On  January  23,  1998, the Company sold 11,333  shares  of
Common  Stock,  through the exercise of stock purchase  warrants.
The warrants were exercisable at $1.875 per share and the Company
received  proceeds of $21,250 in payment of the  exercise  price.
The  shares  were sold pursuant to 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.

     February 26, 1998                         /s/ Lisha C. Falk
_________________________              By:_______________________________
             Date                              Lisha C. Falk
                                                Secretary