State of Delaware
                                
                Office of the Secretary of State
                                
_________________________________________________________________
                                
      I,  EDWARD  J. FREEL, SECRETARY OF STATE OF  THE  STATE  OF
DELAWARE,  DO HEREBY CERTIFY THE ATTACHED IS A TRUE  AND  CORRECT
COPY  OF  THE RESTATED CERTIFICATE OF "XCL LTD.", FILED  IN  THIS
OFFICE ON THE SIXTH DAY OF JANUARY, A.D. 1998, AT 1 O'CLOCK P.M.



              [GREAT SEAL OF THE STATE OF DELAWARE]
                                
                                
                                   /s/ Edward J. Freel   
[SEAL OF SECRETARY OF STATE]      ____________________________
                             Edward J. Freel, Secretary of State


2147839     8100                    AUTHENTICATION:      8850640

981004988                                     DATE:      01/06/98
                                                                 
                    CERTIFICATE OF AMENDMENT
                             OF THE
                  CERTIFICATE OF INCORPORATION
                               OF
                            XCL LTD.
                                
    (Pursuant to Section 242 of the General Corporation Law)
                                
      THE  UNDERSIGNED, Benjamin B. Blanchet and Lisha  C.  Falk,

being  the  duly elected Executive Vice President and  Secretary,

respectively   of   XCL   Ltd.,  a  Delaware   corporation   (the

"Corporation"),  for  the  purposes of amending  Article  FOURTH,

paragraph   D   of  the  Amended  and  Restated  Certificate   of

Incorporation pursuant to Section 242 of the General  Corporation

Law of the State of Delaware, DO HEREBY CERTIFY THAT:

     FIRST:   On October 27, 1997, the Board of Directors of said

Corporation has duly adopted a resolution proposing the following

amendment  to the terms of the Corporation's Series F, Cumulative

Convertible   Preferred  Stock  ("Series  F  Preferred   Stock"),

originally filed February 21, 1997, with the Secretary  of  State

of  the  State of Delaware pursuant to Section 151 of the General

Corporation  Law  of  the State of Delaware, and  declaring  such

amendment's advisability. The proposed amendment as set forth  in

said resolutions is as follows:


RESOLVED:       That  is  in  the  best  interests  of   the
          Corporation   and   its  shareholders   that   the
          definition  of  "Forced Conversion  Date"  as  set
          forth  in  Paragraph  2(a) of  the  terms  of  the
          Corporation's  Series  F,  Cumulative  Convertible
          Preferred   Stock,  par  value  $1.00  per   share
          ("Series F Preferred Stock") be amended,  and  the
          same hereby is amended, subject to the receipt  of
          the  requisite  approval of  the  holders  of  the
          Series F Preferred Stock ("Series F Holders"),  to
          read in its entirety as follows:

     "`Forced  Conversion Date' means that date on which the
          Corporation obtains a sufficient number of  shares
          of  its  Common Stock, whether by increase of  the
          authorized but unissued shares of Common Stock  or
          by  combination   of  the  outstanding  shares  of
          Common  Stock  into a lesser number of  shares  or
          otherwise, to permit the reservation of shares  of
          Common  Stock  for issuance upon exercise  of  the
          outstanding Common Stock purchase warrants  issued
          to  the  holders  of Series F Preferred  Stock  to
          purchase  an aggregate 2,300,000 shares of  Common
          Stock, at an exercise price of $.01 per share."

RESOLVED:     That the remaining terms and provisions of the
          Series F Preferred Stock remain in full force  and
          effect without amendment; and it was further

RESOLVED:      That in consideration for, and to induce  the
          Series  F  Holders  to approve the  aforementioned
          amendment  to the terms of the Series F  Preferred
          Stock,  the  Corporation, be,  and  it  hereby  is
          authorized  and directed to issue, on a  pro  rata
          basis,  to  the  Series  F  Holders,  warrants  to
          purchase  an aggregate 2,300,000 shares of  Common
          Stock at an exercise price of $.01 per share under
          the terms and conditions set forth in the form  of
          warrant  agreement presented to this meeting,  the
          form of which is hereby approved and adopted;

RESOLVED:      That  the  proper officers of the Corporation
          be, and they hereby are authorized and directed to
          solicit  the  written consent of  the  holders  of
          record  on October 27, 1997, the record  date  for
          such solicitation, of the Series F Preferred Stock
          to  the aforementioned amendment to definition  of
          "Forced Conversion Date" as set forth in Paragraph
          2(a)  of the terms of the Series F Preferred Stock
          and to prepare, execute, deliver, file, record and
          affix the corporate seal to all such certificates,
          instruments and other documents and take all  such
          other   actions   as   they  deem   necessary   or
          appropriate,  in  the name and on  behalf  of  the
          Corporation,  to  effect  such  amendment  and  to
          implement these resolutions."
      SECOND:   In lieu of a meeting and vote the holders of  the

Series  F  Preferred Stock, the holders of record on  the  record

date,  October  27,  1997, of the Series F Preferred  Stock  have

given their written consent to said amendment in accordance  with

the  provisions of Section 228 of the General Corporation Law  of

the  State  of Delaware, which written consents have  been  filed

with the Corporation.

     THIRD:   The capital of the Corporation shall not be reduced

under or by reason of said amendment.

      IN  WITNESS  WHEREOF, the said Corporation has caused  this

Certificate  of  Amendment  to be  signed  and  attested  by  its

officers thereunto duly authorized and its corporate seal  to  be

affixed this 6th day of January, 1998.


                                   /s/ Benjamin B. Blanchet
                                   _____________________________
                                   Benjamin B. Blanchet
                                   Executive Vice President


ATTEST:

/s/ Lisha C. Falk
_______________________________
Lisha C. Falk
Secretary
STATE OF LOUISIANA          )
                         :ss:
PARISH OF LAFAYETTE          )


          BE IT REMEMBERED that on this 6th day of January, 1998,
personally came before me, a Notary Public in and for  the  State
and Parish aforesaid, Benjamin B. Blanchet and Lisha C. Falk, the
Executive Vice President and the Secretary, respectively, of  XCL
Ltd.,  the corporation described in the foregoing instrument  and
known  to  me  personally to be such, and acknowledged  the  said
instrument to be their own act and deed and the act and  deed  of
said   corporation;  that  the  signatures  are  in   their   own
handwriting  ,  and that the facts stated in said instrument  are
true.


                               /s/ Paula Guidry
                               ________________________________
                                        Notary Public

                               My commission expires:     At Death