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 21, 1997
__________________________________________
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 9. Sales of Equity Securities Pursuant to Regulation S.
As set forth below, the Company sold in a series of private
placements in compliance with Regulation S under the Securities
Act of 1933, as amended ("Securites Act"), an aggregate of 73,000
shares of Common Stock through the exercise of warrants
previously granted to Sreedeswar Holdings, Inc. These warrants
were initially issued on December 22, 1995, in connection with a
series of Unit offerings conducted through Rauscher Pierce &
Clark, Inc., and its wholly-owned subsidiary, Rauscher Pierce &
Clark Ltd., as the Placement Agent, in compliance with Regulation
S of the Securities Act. The Company agreed to reduce the
exercise price of such warrants provided the warrants were
immediately exercised. Pursuant to such agreement the initital
warrant exercise prices of $0.25 per share were reduced to $0.21
per share, net, with the Placement Agent accepting $0.01 per
share rather than 8% of the exercise price as set forth in the
Placement Agreement.
Exercise Warrants Shares Net
Date Exercised Issued Consideration
---- --------- ------ -------------
March 21, 1997 73,000 73,000 $15,330
In all instances the warrants were exercised outside the U.S. by
persons or entities who certified that they were non-U.S. persons
as defined in Regulation S and the shares were all delivered
against payment outside the U.S. in accordance with such
Regulation.
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, 1997 /s/ David A. Melman
_________________________ By:___________________________
Date David A. Melman
Executive Vice President
