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) January 19, 1998
__________________________________________
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, 2nd Floor
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 January 19, 1998, the Company issued 107,518 shares of
Common Stock to a non-U.S. holder of its Secured Subordinated
Notes, in respect of $337,679 in interest and penalties thereon,
in accordance with the terms of the Secured Subordinated Notes.
This transaction is intended to qualify for exemption from
registration provided by Regulation S of the Securities Act of
1933, as amended.
On January 19, 1998, the Company issued 55,625 shares of
Common Stock in payment of one-half of the remaining $445,000
payable to a resident of Taiwan, pursuant to an agreement
effective October 1, 1997, as compensation and to settle certain
instruments relating to prior compensation arrangements with the
Company. This transaction is intended to qualify for the
exemption from registration provided by Regulation S of the
Securities Act of 1933, as amended.
On January 23, 1998, the Company sold 11,333 shares of
Common Stock, through the exercise of stock purchase warrants.
The warrants were exercisable at $1.875 per share and the Company
received proceeds of $21,250 in payment of the exercise price.
The shares were sold pursuant to Regulation S of the Securities
Act of 1933, as amended.
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.
February 26, 1998 /s/ Lisha C. Falk
_________________________ By:_______________________________
Date Lisha C. Falk
Secretary
