U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C..20549
FORM 12b-25 NOTIFICATION OF LATE FILING
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(Check One):
[X] Form 10-K or Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q or Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1996
[ ] Transition Report on Form 10-K or Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q or Form 10-QSB
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Attached Instruction Sheet Before Preparing Form.
Please Print or Type.
Nothing in this form shall be construed to imply
that the Commission has verified any information contained
herein.
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If the notification relates to a portion of the
filing checked above, identify the Item(s) to which the
notification relates:
Items 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and 14.
Part I-Registrant Information
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XCL Ltd.
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Full Name of Registrant
N/A
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Former Name If Applicable
110 Rue Jean Lafitte, 2nd Floor, Lafayette, Louisiana 70508
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Address of Principal Executive Office (Street and Number)
City, State and Zip Code
Part II-Rules 12b-25(b) and (c)
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If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks
relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate.)
[X] (a) The reasons described in reasonable detail in
Part III of this form could not be eliminated
without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual
report, transition report on Form 10-K or
Form 10-KSB, Form 20-F, 11-K or Form N-SAR,
or portion thereof will be filed on or before
the fifteenth calendar day following the
prescribed due date; or the subject quarterly
report or transition report on Form 10-Q or
Form 10-QSB, or portion thereof will be filed
on or before the fifth calendar day following
the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit
required by the Rule 12b-25(c)has been
attached if applicable.
Part III-Narrative
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State below in reasonable detail the reasons why the
Form 10-K and Form 10- KSB, 20-F, 11-K, 10-Q and Form
10-QSB, N-SAR or the transition report or portion
thereof could not be filed within the prescribed time
period. (Attach Extra Sheets If Needed)
The Company has a pending financing expected to close
within the next two weeks which will have an effect on
the financial statements.
[Note: In general, statements used in the narrative
to explain reasons for a delayed filing are
relatively standard and brief.]
Part IV-Other Information
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(1) Name and telephone number of person to contact in
regard to this notification.
David A. Melman 318-237-0325
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(Name) (Area Code)(Telephone Number)
(2) Have all other periodic reports required under Section
13 or 15(d) of the Securities Exchange Act of 1934 or
Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been
filed? If answer is no identify report(s).
[X] Yes [] No
(3) Is it anticipated that any significant change in
results of operations from the corresponding period
for the last fiscal year will be reflected by the
earnings statements to be included in the subject
report or portion thereof?
If so: attach an explanation of the anticipated change,
both narratively and quantitatively, and, if
appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
[] Yes [X] No
XCL Ltd.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by
the undersigned thereunto duly authorized.
Date: March 31, 1997 By: /s/ David A. Melman
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Executive Vice President
and General Counsel
INSTRUCTION: The form may be signed by an executive
officer of the registrant or by any other duly authorized
representative. The name and title of the person signing
the form shall be typed or printed beneath the signature.
If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer),
evidence of the representative's authority to sign on behalf
of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact
constitute Federal Criminal Violations (see 18 U.S. C.
1001).
GENERAL INSTRUCTIONS
1. This Form is required by Rule 12b-25 of the
General Rules and Regulations under the Securities
Exchange Act of 1934.
2. One signed original and four conformed
copies of this Form and amendments thereto must be
completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with
Rule 0-3 of the General Rules and Regulations under the
Act. The information contained in or filed with the
Form will be made a matter of the public record in the
Commission files.
3. A manually signed copy of the form and
amendments thereto shall be filed with each national
securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be
filed on Form 12b-25 but need not restate information
that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. Electronic Filers. This form shall not be
used by electronic filers unable to timely file a
report solely due to electronic difficulties. Filers
unable to submit a report within the time period
prescribed due to difficulties in electronic filing
should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing
date pursuant to Rule 13(b) of Regulation S-T.
