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) January 2, 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.
XCL Ltd. (the "Company") announced that it has completed the
sale of its interest in the Mestena Grande Field in south Texas
to Cody Energy, Inc. of Denver, Colorado on January 2, 1996, for
a price of $4,150,000, net of closing adjustements. The sale was
effective September 1, 1995.
The proceeds from the divestiture of the field were applied
to reduction of bank debt as follows: a principal payment of $2
million due January 2, 1996, a principal prepayment of $1.625
million due April 1, 1996, with the remainder applied to the
balance of the Company's outstanding indebtedness.
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.
January 8, 1996
_________________________ /s/ David A. Melman
By:_______________________________
Date David A. Melman
Executive Vice President
