CONSENT OF INDEPENDENT ACCOUNTANTS


October 20, 1998

We   consent  to  the  inclusion in this registration statement
on Form S-4 of our reports, both of which include an explanatory
paragraph regarding the Company's ability to continue as a going
concern, dated April 10, 1998, on our audits of the consolidated
financial statements and financial statement schedule of XCL Ltd.
and financial statements of XCL-China Ltd.  We also consent to the
references to our firm under the captions "Experts."



/s/ PRICEWATERHOUSECOOPERS LLP

Miami, Florida