CONSENT OF INDEPENDENT ACCOUNTANTS


October 20, 1998


We   consent  to  the  incorporation  by  reference  in  the
registration statements of XCL Ltd. and Subsidiaries on Form
S-3  (File Nos. 33-41458, 33-83122 and 33-68552) and on Form
S-8  (File  No. 33-62956 and 33-59799) of our report,  which
includes  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
Subsidiaries as of December 31, 1997 and 1996, and for  each
of  the years ended December 31, 1997, 1996 and 1995, which 
report is included in this Annual Report on Form 10-K/A.



/s/ PRICEWATERHOUSECOOPERS LLP

Miami, Florida