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) December 27, 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 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
4,168,000 shares of Common Stock through the exercise of warrants
previously granted to Janz Financial Corp. Ltd., now known as
Providence Capital Ltd., or a designee thereof, who certified
that it was not a U.S. person as defined in Regulation S. These
warrants were initially issued on March 8, 1996, and August 14,
1996, 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. By
agreement dated November 19, 1996, the Company agreed to reduce
the exercise prices of such warrants provided the warrants were
immediately exercised. Pursuant to such agreement the initital
warrant exercise prices of $0.35 and $0.25 per share were reduced
to $0.125 per share.
<TABLE>
Exercise Date Warrants Exercised Shares Issued Net Consideration
- ------------- ------------------ ------------- -----------------
<S> <C> <C> <C>
December 27, 1996 664,000 644,000 $ 83,000
December 31, 1996 664,000 644,000 $ 83,000
December 31, 1996 800,000 800,000 $ 100,000
January 8, 1997 530,000 530,000 $ 66,250
January 9, 1997 1,510,000 1,510,000 $ 188,750
</TABLE>
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.
January 9, 1997 /s/ David A. Melman
_________________________ By:_______________________________
Date David A. Melman
Executive Vice President
