FIRST AMENDMENT TO SECURITY AGREEMENT

          THIS  FIRST  AMENDMENT  TO SECURITY  AGREEMENT  ("First
Amendment")  dated as of September 30, 1999, is made between  The
Exploration  Company of Louisiana, Inc. ("Grantor") and  Northern
Securities Limited ("Lender"), who agree as follows:

                            Recitals

          WHEREAS,  the Grantor and the Lender entered into  that
certain  Security  Agreement  dated  as  of  May  17,  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,  XCL  Land,  Ltd. ("XCL Land")  (formerly  the
general  partner  of  the  Partnership)  assigned  a  1%  general
partnership  interest in the Partnership to XCL-Texas,  Inc.  and
withdrew as general partner of the Partnership; and

          WHEREAS, XCL Land's remaining partnership interest  was
converted to a limited partnership interest and, thereafter,  XCL
Land merged with and into Grantor; and

          WHEREAS,  as a result of the merger, Grantor  succeeded
by  operation of law to all of the assets and liabilities of  XCL
Land, including but not limited to the Note; and

          WHEREAS,  as  a  further result of the merger,  Grantor
owns  a  99% limited partnership interest in the Partnership  and
Grantor  acknowledges and agrees that Lender's security  interest
pursuant  to  the  Security Agreement covers Lender's  applicable
percentage of Grantor's entire 99% limited partnership 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.  Amendments  to  Security  Agreement.   The
Security Agreement is hereby amended as follows:

          (a)      The  phrase "XCL Land, Ltd. ("XCL  Land")"  is
hereby replaced with the word "Grantor."

          (b)      All other references to "XCL Land" are  hereby
replaced with "Grantor."

          (c)      The address in Section 8 is hereby amended  to
read  3639  Ambassador  Caffery Parkway,  Suite  400,  Lafayette,
Louisiana 70503.

          Section  2.  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 3.  Titles of Sections.  All titles or headings
to  sections of this First 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 4.  Governing Law.  This First 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 5.  Counterparts.  This First 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 Grantor and the  Lender  have
caused  this First Amendment to be duly executed as of  the  date
first above written.

WITNESSES:                    GRANTOR:

                              THE EXPLORATION COMPANY
                              OF LOUISIANA, INC.


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


_________________________
Name:____________________
        (Please Print)


                              LENDER:

                              NORTHERN SECURITIES LIMITED


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

_________________________
Name:____________________
        (Please Print)