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)      June  29, 1999

           __________________________________________


                            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 5.     Other Events.

     On June 29, 1999, XCL Ltd. ("XCL") issued a press release
announcing that it received a petition filed with the United
States Bankruptcy Court in Opelousas, La. by Apache China LDC, a
wholly owned subsidiary of Apache Corporation.  Apache asks the
court to place XCL's wholly owned subsidiary, XCL-China Ltd.,
under bankruptcy protection, claiming XCL-China has not paid a
$10 million debt related to the companies' joint venture in the
People's Republic of China.

     Through their wholly owned subsidiaries, XCL and Apache each
own a 50 percent interest in the 49 percent Foreign Contractor's
share of the Zhao Dong Block, east of Beijing in the Bohai Bay.
China National Oil and Gas Exploration and Development
Corporation owns the remaining 51 percent share.

      "Apache's petition is baseless, and we will immediately
contest the filing," said Marsden W. Miller, XCL chairman and
chief executive officer.  "The petition is ludicrous and
wasteful. The money in question is money that XCL doesn't owe
Apache to begin with. We're disappointed in Apache's actions but,
unfortunately, not surprised.  This is just another example of
Apache's bullying tactics, foot-dragging and private agenda that
have kept XCL's discoveries in the Zhao Dong Block from being
developed in a timely manner. We would be producing oil now if
Apache had spent half as much effort acting as a prudent operator
as it is now in taking these actions."

     On  June  28,  1999, XCL announced that it was  seeking  the
removal  of Apache China LDC as operator of the project.  Grounds
for  Apache's removal include delays in developing the C/D  Field
on  the Zhao Dong Block, failure to properly manage project costs
and delays in exploration drilling.

     In a separate action, XCL has initiated a $17 million
arbitration proceeding against Apache for unauthorized and
wasteful spending.  XCL is also seeking a refund of $7.2 million
for amounts previously overpaid to Apache.

     "We are proceeding with our plans to remove Apache as
operator and recoup our share of its excessive and unauthorized
spending," said Miller.  "This latest move by Apache reinforces
that we are doing the right thing for our shareholders,
bondholders and Chinese partners."

                           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.

     June 30, 1999                   /s/ Lisha C. Falk
_________________________        By:_______________________________
             Date                Name:     Lisha C. Falk
                                 Title:     Corporate Secretary