THIRD AMENDMENT TO SECURITY AGREEMENT


          THIS  THIRD  AMENDMENT  TO SECURITY  AGREEMENT  ("Third
Amendment") dated as of May 21, 1999, is made between  XCL  Land,
Ltd.  ("Borrower") and Estate of J. Edgar Monroe ("Lender"),  who
agree as follows:

                            Recitals

          WHEREAS, the Borrower and the Lender entered into  that
certain Security Agreement dated November 6, 1998, as amended  by
that  certain First Amendment to Security Agreement dated January
15, 1999, as amended by that certain Second Amendment to Security
Agreement  dated as of April 13, 1999 (the "Security  Agreement")
in  order to secure the full and punctual payment and performance
of the indebtedness described therein (capitalized terms used but
not  defined herein shall have the meaning given to them  in  the
Security Agreement); and

          WHEREAS,   pursuant  to  Section  11  of  the  Security
Agreement,  the Lender agreed that in the event additional  Units
were  sold  or additional New Funds were provided to Borrower  by
persons other than Lender and secured by partnership interests in
the Partnership, Lender would immediately upon demand by Borrower
(one or more times, as appropriate) execute further amendments to
the  Security Agreement releasing a percentage of the  Borrower's
Partnership   Interest  sufficient  to  allocate   the   security
interests  in  the partnership interest of the Partnership  among
the   Unit  holders  or  other  providers  of  New  Funds  on   a
proportionate basis (provided that no reduction in such  security
interest  need be made with respect to amounts of  New  Funds  in
excess of an aggregate of $6,200,000 principal outstanding); and

          WHEREAS,  an additional $200,000 in New Funds has  been
provided  to  Borrower  thereby making  the  aggregate  principal
amount  of New Funds outstanding equal to $2,700,000 with  Lender
having contributed $950,000 of such funds; and

          WHEREAS,  Borrower  has requested that  Lender  execute
this  Second  Amendment  to release a  portion  of  its  security
interest and amend the Security Agreement to reflect the Lender's
revised security interest.

          NOW,  THEREFORE,  in  consideration  of  the  foregoing
premises  and other good and valuable consideration, the  receipt
and  sufficiency  of  which is hereby acknowledged,  the  parties
hereto agree as follows:

          Section  1.  Partial  Release  of  Collateral.   Lender
hereby releases the following collateral:

          (1)  2.8%  of Grantor's now owned or hereafter acquired
               Partnership Interest in the Partnership;

          (2)  2.8% of any and all monies and other distributions (cash or
               property), allocations or payments made or to be made to Grantor
               pursuant to the Partnership Agreement or attributable to the
               Partnership Interest;

          (3)  all General Intangibles related in any way to the collateral
               described in clauses 1 or 2 above;

          (4)  all Proceeds and products of all or any of the collateral
               described in clauses 1-3 above.

          Section  2.  Amendments  to  Security  Agreement.   The
Security Agreement is hereby amended as follows:

          (a)     The reference to "38.0%" in Section 2(A)(1) and
2(A)(2)  is  hereby deleted and the phrase "35.2%" is substituted
in its place.

          Section  3.  Effect of Amendment.  Except as  expressly
amended  hereby and except as to the collateral released pursuant
hereto,  the  Security Agreement shall remain in full  force  and
effect.

          Section 4.  Titles of Sections.  All titles or headings
to  sections of this Third Amendment are only for the convenience
of  the parties and shall not be construed to have any effect  or
meaning with respect to the other content of such sections,  such
other  content being controlling as to the agreement between  the
parties hereto.

          Section 5.  Governing Law.  This Third Amendment  is  a
contract made under and shall be construed in accordance with and
governed  by  the  laws of the United States of America  and  the
State of Louisiana.

          Section 6.  Counterparts.  This Third Amendment may  be
executed  in  two  or  more counterparts, and  it  shall  not  be
necessary  that the signatures of all parties hereto be contained
on  any  one counterpart hereof, each counterpart shall be deemed
an   original,  but  all  of  which  when  taken  together  shall
constitute one and the same instrument.

          IN  WITNESS  WHEREOF, the Borrower and the Lender  have
caused  this Third Amendment to be duly executed as of  the  date
first above written.

WITNESSES:                    BORROWER:

                              XCL LAND, LTD.


_________________________     By:________________________________
Name:____________________        Name:___________________________
      (Please Print)            Title:__________________________


_________________________
Name:____________________
        (Please Print)
                              LENDER:

                              ESTATE OF J. EDGAR MONROE


_________________________     By:________________________________
Name:____________________        Name:___________________________
        (Please Print)           Title:__________________________


_________________________
Name:____________________
        (Please Print)