SCHEDULE 13G
Amendment No. 0
XCL Limited
common stock
Cusip # 983701103
Cusip # 983701103
Item 1: Reporting Person - FMR Corp.
Item 4: Commonwealth of Massachusetts
Item 5: 0
Item 6: 0
Item 7: 1,953,950
Item 8: 0
Item 9: 1,953,950
Item 11: 7.831%
Item 12: HC
Cusip # 983701103
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 1,953,950
Item 8: 0
Item 9: 1,953,950
Item 11: 7.831%
Item 12: IN
Cusip # 983701103
Item 1: Reporting Person - Abigail P. Johnson
Item 4: United States of America
Item 5: None
Item 6: None
Item 7: 1,953,950
Item 8: None
Item 9: 1,953,950
Item 11: 7.831%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
XCL Limited
Item 1(b). Name of Issuer's Principal Executive Offices:
110 Rue Jean Lafitte
Lafayette, LA 70508
Item 2(a). Name of Person Filing:
FMR Corp.
Item 2(b). Address or Principal Business Office or, if None,
Residence:
82 Devonshire Street, Boston, Massachusetts 02109
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
common stock
Item 2(e). CUSIP Number:
983701103
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-
2(b) and the person filing, FMR Corp., is a parent holding company in
accordance with Section 240.13d-1(b)(ii)(G). (Note: See Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 1,953,950
(b) Percent of Class: 7.831%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
1,953,950
(iv) shared power to dispose or to direct the disposition of:
0
Item 5. Ownership of Five Percent or Less of a CommonStock.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Various persons have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the
common stock of XCL Limited. The interest of one person, Fidelity
Capital & Income Fund, an investment company registered under the
Investment Company Act of 1940, in the common stock of XCL Limited,
amounted to 1,953,950 shares or 7.831% of the total outstanding common
stock at December 31, 1998. The number of shares of common stock of XCL
Limited owned by the Fidelity Capital & Income Fund at December 31,
1998 included 1,943,950 shares of common stock resulting from the
assumed conversion of 11,435 shares of the 9.5% Pay-In-Kind Convertible
Preferred Stock A 144A (170.000 shares of common stock for each share
of the 9.5% Pay-In-Kind Convertible Preferred Stock A 144A). The number
of shares of common stock of XCL Limited owned by the Fidelity Capital
& Income Fund at December 31, 1998 included 10,000 shares of common
stock resulting from the assumed conversion of 10,000 XCL LTD DE
Warrants 2004 144A (1.000 share of common stock for each XCL LTD DE
Warrants 2004 144A).
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.
See attached Exhibit(s) A, B.
Item 8. Identification and Classification of Members of the Group.
Not Applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule 13G
in connection with FMR Corp.'s beneficial ownership of the common stock
of XCL Limited at December 31, 1998 is true, complete and correct.
February 01, 1999
Date
/s/Eric D. Roiter
Signature
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997, by and on behalf
of FMR Corp. and its direct and indirect
subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule 13G, Fidelity
Management & Research Company ("Fidelity"), 82 Devonshire Street,
Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and
an investment adviser registered under Section 203 of the Investment
Advisers Act of 1940, is the beneficial owner of 1,953,950 shares or
7.831% of the common stock outstanding of XCL Limited ("the Company")
as a result of acting as investment adviser to various investment
companies registered under Section 8 of the Investment Company Act of
1940. The number of shares of common stock of XCL Limited owned by the
investment companies at December 31, 1998 included 1,943,950 shares of
common stock resulting from the assumed conversion of 11,435 shares of
the 9.5% Pay-In-Kind Convertible Preferred Stock A 144A (170 shares of
common stock for each share of the 9.5% Pay-In-Kind Convertible
Preferred Stock A 144A). The number of shares of common stock of XCL
Limited owned by the investment companies at December 31, 1998 included
10,000 shares of common stock resulting from the assumed conversion of
10,000 XCL LTD DE Warrants 2004 144A (1.000 share of common stock for
each XCL LTD DE Warrants 2004 144A).
The ownership of one investment company, Fidelity Capital &
Income Fund, amounted to 1,953,950 shares or 7.831% of the common stock
outstanding. Fidelity Capital & Income Fund has its principal business
office at 82 Devonshire Street, Boston, Massachusetts 02109. The number
of shares of common stock of XCL Limited owned by the Fidelity Capital
& Income Fund at December 31, 1998 included 1,943,950 shares of common
stock resulting from the assumed conversion of 11,435 shares of the
9.5% Pay-In-Kind Convertible Preferred Stock A 144A (170.000 shares of
common stock for each share of the 9.5% Pay-In-Kind Convertible
Preferred Stock A 144A). The number of shares of common stock of XCL
Limited owned by the Fidelity Capital & Income Fund at December 31,
1998 included 10,000 shares of common stock resulting from the assumed
conversion of 10,000 XCL LTD DE Warrants 2004 144A (1.000 share of
common stock for each XCL LTD DE Warrants 2004 144A).
Edward C. Johnson 3d, FMR Corp., through its control of Fidelity,
and the funds each has sole power to dispose of the 1,953,950 shares
owned by the Funds.
Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR
Corp., has the sole power to vote or direct the voting of the shares
owned directly by the Fidelity Funds, which power resides with the
Funds' Boards of Trustees. Fidelity carries out the voting of the
shares under written guidelines established by the Funds' Boards of
Trustees.
Members of the Edward C. Johnson 3d family and trusts for their
benefit are the predominant owners of Class B shares of common stock of
FMR Corp., representing approximately 49% of the voting power of FMR
Corp. Mr. Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the
aggregate outstanding voting stock of FMR Corp. Mr. Johnson 3d is
Chairman of FMR Corp. and Abigail P. Johnson is a Director of FMR Corp.
The Johnson family group and all other Class B shareholders have
entered into a shareholders' voting agreement under which all Class B
shares will be voted in accordance with the majority vote of Class B
shares. Accordingly, through their ownership of voting common stock
and the execution of the shareholders' voting agreement, members of the
Johnson family may be deemed, under the Investment Company Act of 1940,
to form a controlling group with respect to FMR Corp.
.
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on February 01, 1999, agree and consent
to the joint filing on their behalf of this Schedule 13G in connection
with their beneficial ownership of the common stock of XCL Limited at
December 31, 1998.
FMR Corp.
By /s/Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997, by and on behalf
of FMR Corp. and its direct and indirect
subsidiaries
Edward C. Johnson 3d
By /s/Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997, by and on behalf
of Edward C. Johnson 3d
Abigail P. Johnson
By /s/Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997, by and on behalf
of Abigail P. Johnson
Fidelity Management & Research Company
By /s/Eric D. Roiter
Eric D. Roiter
V.P. and General Counsel
Fidelity Capital & Income Fund
By /s/Eric D. Roiter
Eric D. Roiter
Secretary
