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) March 28, 1996
____________________
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
Lafayette, Louisiana 70508
(Address of Principal Executive Offices)
318-237-0325
(Registrant's Telephone Number, Including Area Code)
Item 5. Other Events.
On March 28, 1996, the Company completed the sale of its
interest in the Gonzales Gas Unit, a 526-acre producing lease
located in the northwest corner of the Berry R. Cox Field in
South Texas, to Tesoro E&P Company, L.P., a limited partnership
owned by Tesoro Petroleum Corporation. The net proceeds of $1.325
million were applied first against interest on bank debt through
the date of closing ($235,987) and the remainder ($1,089,444)
against principal of the loan. The sale was effective February 1,
1996.
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.
April 1, 1996 /s/ David A. Melman
___________________ By:_______________________________
Date David A. Melman
Executive Vice President
