SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
XCL LTD.
(Name of Issuer)
COMMON STOCK $.01 PAR VALUE
(Title of Class of Securities)
983701103
(Cusip Number)
MITCH LEIGH
29 West 57th Street, 10th Floor
New York, New York 10019
(212) 750-3800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 31, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box.
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for
a reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 (the "Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
SCHEDULE 13D
CUSIP No. 983701103
1. Name of Reporting Person
Mitch Leigh
S.S. or I.R.S. Identification No. or above Person
SS# ###-##-####
2. Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ X ]
3. SEC Use Only
4. Source of Funds *
PF
5. Check Box if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
U.S.A.
Number of Shares 7. Sole Voting Power 2,215,750
Beneficially Owned 8. Shared Voting Power --
by Each Reporting 9. Sole Dispositive Power 2,215,750
Person With 10. Shared Dispositive Power --
11. Aggregate Amount Beneficially Owned by Each Reporting
Person 2,215,750
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [X]
(See Instructions)
13. Percent of Class Represented by Amount in Row (11)
9.5%
14. Type of Reporting Person *
IN
SCHEDULE 13D
Item 1. Security and Issuer
See cover page.
Item 2. Identity and Background
(a) Mitch Leigh
(b) 29 West 57th Street, 10th Floor, New York, New
York 10019
(c) Self employed - music composer.
(d) None.
(e) None.
(f) United States of America
Item 3. Source and Amount of Funds or Other Consideration
Personal funds.
Item 4. Purpose of Transaction
Personal investment.
Item 5. Interest in Securities of the Company
(a) Mr. Leigh owns 1,881,407 shares of the Common Stock of
XCL Ltd. and has the right to acquire through the exercise
of warrants, all of which are exercisable within the next 60
days, an additional 334,343 shares of Common Stock. Based
on these holdings Mr. Leigh's percentage ownership in XCL
Ltd. is 9.5%.
Mr. Leigh's wife owns 106,132 shares of Common Stock
and has the right to acquire through the exercise of
warrants also exercisable within the next 60 days, an
additional 12,600 shares of Common Stock. Based on these
holdings Mrs. Leigh's percentage ownership in XCL Ltd. is
0.5%. Mr. Leigh disclaims beneficial ownership of the
shares of Common Stock and warrant purchase rights owned by
his wife.
(b) Mr. Leigh has the sole power to vote and to
dispose of all of his shares of the Common Stock of the
Company.
(c) Each transaction in the Common Stock during the
past 60 days was made by Mr. Leigh in open market
transactions and is set forth on Schedule 1 annexed hereto.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Company.
None.
Item 7. Materials to be filed as Exhibits.
None.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
/s/ Mitch Leigh
By:___________________________
Mitch Leigh
Dated: August 1, 1998
SCHEDULE 1
Number of Shares Acquired
Transaction Dates (Disposed Of) Price per Share
- ----------------- ------------------------- ----------------
May 6, 1998 2,000 $4.0625
May 11, 1998 1,800 $4.0625
May 26, 1998 8,900 $4.2500
May 27, 1998 13,600 $4.2500
May 28, 1998 12,500 $4.0000
May 29, 1998 31,900 $4.0000
June 4, 1998 2,700 $3.9375
June 5, 1998 4,200 $3.9375
June 8, 1998 21,200 $3.9375
June 9, 1998 2,000 $3.8750
June 10, 1998 700 $3.8750
June 10, 1998 3,300 $3.9375
June 15, 1998 100 $3.8125
June 15, 1998 4,900 $3.8750
June 23, 1998 3,100 $3.3750
June 29, 1998 9,000 $3.6875
July 16, 1998 5,000 $3.6875
July 17, 1998 1,300 $3.6875
July 17, 1998 2,500 $3.6250
July 22, 1998 8,300 $3.6875
July 23, 1998 8,000 $3.5625
July 23, 1998 9,000 $3.6875
July 24, 1998 4,000 $3.5000
July 24, 1998 3,000 $3.5625
July 27, 1998 2,000 $3.6250
July 28, 1998 3,000 $3.6250
July 30, 1998 13,000 $3.5000
July 31, 1998 2,000 $3.4375
