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) August 19, 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.
On August 19, 1997, 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
638,000 shares of Common Stock through the exercise of warrants
previously granted to Providence Capital Ltd. 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.
September 2, 1997 /s/ Lisha C. Falk
_________________________ By:_______________________________
Date Lisha C. Falk
Secretary
