XCL LTD.
                                
                       WARRANT CERTIFICATE

THE  WARRANTS  REPRESENTED  BY THIS  CERTIFICATE  HAVE  NOT  BEEN
REGISTERED  UNDER THE UNITED STATES SECURITIES ACT  OF  1933,  AS
AMENDED (THE "ACT"), OR ANY OTHER FEDERAL OR STATE SECURITIES  OR
BLUE  SKY LAWS OF ANY OTHER DOMESTIC OR FOREIGN JURISDICTION.  NO
OFFER, SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION (COLLECTIVELY,
A "DISPOSAL") OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE MAY
BE  MADE   UNLESS (i) REGISTERED UNDER THE ACT AND ANY APPLICABLE
STATE  SECURITIES  OR BLUE SKY LAWS OR (ii)  XCL  LTD.  (THE  "CO
MPANY") RECEIVES A WRITTEN OPINION OF UNITED STATES LEGAL COUNSEL
IN  FORM AND SUBSTANCE SATISFACTORY TO IT TO THE EFFECT THAT SUCH
DISPOSAL IS EXEMPT FROM SUCH REGISTRATION REQUIREMENTS.

                                        No.

     WARRANTS TO PURCHASE
     COMMON STOCK OF XCL LTD.


     Initial Issuance on January 16, 1998
     Void after 5:00 p.m. Louisiana Time, December 31, 2001

           THIS       CERTIFIES       THAT,       for       value
received,_____________________________,  or  registered   assigns
(the  "Holder")  is the registered holder of warrants  (the  "War
rants")  to  purchase from XCL Ltd., a Delaware corporation  (the
"Company"), at any time or from time to time beginning on January
16,  1998  and until 5:00 p.m., local time, on December 31,  2001
(the  "Expiration  Date"), subject to the  conditions  set  forth
herein,  at  the initial exercise price of $0.15 per  share  (the
"Initial  Exercise Price"), subject to adjustment  as  set  forth
herein   (the   "Exercise  Price"),  up  to   an   aggregate   of
_____________________(_______)  fully  paid  and   non-assessable
common shares, par value $0.15 per share (the "Common Stock"), of
the  Company  (the "Shares") upon surrender of this  amended  and
restated  warrant certificate (the "Certificate") and payment  of
the  Exercise Price multiplied by the number of Shares in respect
of which Warrants are then being exercised (the "Purchase Price")
at  the principal office of the Company presently located at  110
Rue Jean Lafitte, Lafayette, LA 70508, United States of America.
             1.
     Exercise of Warrants.

       (a)       The exercise of any Warrants represented by this
Certificate  is  subject to the conditions  set  forth  below  in
paragraph 4, "Compliance with U.S. Securities Laws."

   (b)       Subject to compliance with all of the conditions set
forth  herein, the Holder shall have the right at  any  time  and
from  time  to time after January 16, 1998 to purchase  from  the
Company the number of Shares which the Holder may at the time  be
entitled  to  purchase pursuant hereto, upon  surrender  of  this
Certificate to the Company at its principal office, together with
the  form  of election to purchase attached hereto duly completed
and  signed,  and  upon payment to the Company  of  the  Purchase
Price.

                   No  Warrant may be exercised after 5:00  p.m.,
local time, on the Expiration Date, after which time all Warrants
evidenced hereby shall be void.

(c)       Payment of the Purchase Price shall be made in cash, by
wire  transfer  of immediately available funds  or  by  certified
check  or banker's draft payable to the order of the Company,  or
any combination of the foregoing.

       (d)       The Warrants represented by this Certificate are
exercisable at the option of the Holder, in whole or in part (but
not as to fractional Shares).  Upon the exercise of less than all
of  the Warrants evidenced by this Certificate, the Company shall
forthwith  issue to the Holder a new certificate  of  like  tenor
representing the number of unexercised Warrants.

   (e)       Subject to compliance with all of the conditions set
forth  herein, upon surrender of this Certificate to the  Company
at  its  principal office, together with the form of election  to
purchase  attached  hereto duly completed and  signed,  and  upon
payment  of  the Purchase Price, the Company shall  cause  to  be
delivered promptly to or upon the written order of the Holder and
in  such  name  or  names as the Holder may  designate,  a  share
certificate or share certificates for the number of whole  Shares
purchased  upon  the  exercise  of  the  Warrants.   Such   share
certificate  or share certificates representing the Shares  shall
be free of any restrictive legend.  The Company shall ensure that
no  "stop transfer" or similar instruction or order with  respect
to the Shares purchased upon exercise of the Warrants shall be in
effect  at ChaseMellon Shareholders Services LLC, IRG plc or  any
successor transfer agent for the Common Stock of the Company (the
"Transfer Agent").

2.        Elimination of Fractional Interests.  The Company shall
not  be required to issue certificates representing fractions  of
Shares  and  shall  not be required to issue  scrip  in  lieu  of
fractional  interests.   Instead of any  fractional  Shares  that
would otherwise be issuable to the Holder, the Company shall  pay
to  the  Holder  a cash adjustment in respect of such  fractional
interest  in an amount equal to such fractional interest  of  the
then-current  Market Price per share (as defined in Section  7(f)
hereof).

3.        Payment of Taxes.  The Company will pay all documentary
stamp taxes, if any, attributable to the issuance and delivery of
the Shares upon the exercise of the Warrants;  provided, however,
that the Company shall not be required to pay any taxes which may
be payable in respect of any transfer involved in the issuance or
delivery of any Warrant or any Shares in any name other than that
of  the Holder, which transfer taxes shall be paid by the Holder,
and  until  payment of such transfer taxes, if any,  the  Company
shall not be required to issue such Shares.

4.        Compliance with U.S. Securities Laws.  The Warrants
have  not  been,  and will not be, registered  under  the  United
States Securities Act of 1933, as amended (the "Securities Act"),
or  any  other federal or state securities or blue sky  laws.  No
offer, sale, transfer, pledge or other disposition (collectively,
a "Disposal") of the Warrants represented by this Certificate may
be  made  unless (i) registered under the Act and any  applicable
State securities or blue sky laws or (ii) the Company receives  a
written  opinion  of  United States legal  counsel  in  form  and
substance satisfactory to it to the effect that such Disposal  is
exempt from such registration requirements..

             5.        Transfer of Warrants.

           (a)     The Warrants shall be transferable only on the
books of the Company maintained at the Company's principal office
upon  delivery  of this Certificate with the form  of  assignment
attached hereto duly completed and signed by the Holder or by its
duly authorized attorney or representative, accompanied by proper
evidence of succession, assignment or authority to transfer.  The
Company  may, in its discretion, require, as a condition  to  any
transfer  of  Warrants,  a  signature  guarantee,  which  may  be
provided  by a commercial bank or trust company, by a  broker  or
dealer  which  is  a  member  of  the  National  Association   of
Securities  Dealers,  Inc., or by a member  of  a  United  States
national   securities  exchange,  The  Securities   and   Futures
Authority  Limited  in the United Kingdom, or  The  London  Stock
Exchange  Limited in London, England.  Upon any  registration  of
transfer, the Company shall deliver a new warrant certificate  or
warrant  certificates  of  like  tenor  and  evidencing  in   the
aggregate  a  like  number of Warrants  to  the  person  entitled
thereto  in  exchange  for  this  Certificate,  subject  to   the
limitations  provided herein, without any charge except  for  any
tax or other governmental charge imposed in connection therewith.

          (b)     Notwithstanding anything in this Certificate to
the  contrary, neither any of the Warrants nor any of the  Shares
issuable   upon  exercise  of  any  of  the  Warrants  shall   be
transferable,  except  upon compliance by  the  Holder  with  any
applicable  provisions of the Securities Act and  any  applicable
state securities or blue sky laws.

             6.   Exchange and Replacement of Warrant
          Certificates; Loss or Mutilation of
          Warrant Certificates.

(a)       This Certificate is exchangeable without cost, upon the
surrender  hereof by the Holder at the principal  office  of  the
Company,  for  new warrant certificates of like  tenor  and  date
representing  in  the aggregate the right to  purchase  the  same
number of Shares in such denominations as shall be designated  by
the  Holder at the time of such surrender.  Any transfer not made
in  such compliance shall be null and void and shall be given  no
effect hereunder.

     (b)       Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or  mutilation
of  this  Certificate  and,  in  case  of  such  loss,  theft  or
destruction, of indemnity and security reasonably satisfactory to
it,  and  reimbursement to the Company of all reasonable expenses
incidental thereto, and upon surrender and cancellation  of  this
Certificate,  if mutilated, the Company will make and  deliver  a
new warrant certificate of like tenor, in lieu thereof.

             7.   Initial Exercise Price; Adjustment of Exercise Price and
                  Number of Shares.

  (a)       The Warrants initially are exercisable at the Initial
Exercise Price per Share, subject to adjustment from time to time
as  provided  herein.   No adjustments  will  be  made  for  cash
dividends,  if any, paid to shareholders of record prior  to  the
date on which the Warrants are exercised.

          (b)     In case the Company shall at any time after the
date of this Certificate (i) declare a dividend on the shares  of
Common Stock payable in shares of Common Stock, or (ii) subdivide
or split up the outstanding shares of Common Stock, the amount of
Shares  to  be  delivered upon exercise of any  Warrant  will  be
appropriately  increased so that the Holder will be  entitled  to
receive  the amount of Shares that such Holder would  have  owned
immediately   following  such  actions  had  such  Warrant   been
exercised  immediately prior thereto, and the Exercise  Price  in
effect immediately prior to the record date for such dividend  or
the  effective date for such subdivision shall be proportionately
decreased,  all effective immediately after the record  date  for
such dividend or the effective date for such subdivision or split
up.   Such  adjustments shall be made successively  whenever  any
event listed above shall occur.

          (c)     In case the Company shall at any time after the
date of this Certificate combine the outstanding shares of Common
Stock into a smaller number of shares the amount of Shares to  be
delivered  upon  exercise of any Warrant  will  be  appropriately
decreased  so  that the Holder will be entitled  to  receive  the
amount  of  Shares that such Holder would have owned  immediately
following such action had such Warrant been exercised immediately
prior thereto, and the Exercise Price in effect immediately prior
to  the record date for such combination shall be proportionately
increased, effective immediately after the record date  for  such
combination.  Such adjustment shall be made successively whenever
any such combinations shall occur.

          (d)     In the event that the Company shall at any time
after  the date of this Certificate (i) issue or sell any  shares
of Common Stock (other than the Shares) or securities convertible
or  exchangeable into Common Stock to all holders of Common Stock
without  consideration  or at a price  per  share  (or  having  a
conversion price per share, if a security convertible into Common
Stock)  less than the Market Value per share of Common Stock  (as
defined  in Section 7(f) hereof), or (ii) issue or sell  options,
rights  or warrants to subscribe for or purchase Common Stock  to
all  holders of Common Stock at a price per share less  than  the
Market  Price  per share of Common Stock (as defined  in  Section
7(f)  hereof), the Exercise Price to be in effect after the  date
of  such issuance shall be determined by multiplying the Exercise
Price  in  effect on the day immediately preceding  the  relevant
issuance  or record date, as the case may be, used in determining
such  Market Value or Market Price, by a fraction, the  numerator
of   which  shall  be  the  number  of  shares  of  Common  Stock
outstanding  on such issuance or record date plus the  number  of
shares of Common Stock which the aggregate offering price of  the
total  number of shares of Common Stock so to be issued or to  be
offered  for  subscription or purchase (or the aggregate  initial
conversion price of the convertible securities so to be  offered)
would purchase at such Market Value or Market Price, as the  case
may  be,  and  the denominator of which shall be  the  number  of
shares  of  Common Stock outstanding on such issuance  or  record
date  plus the number of additional shares of Common Stock to  be
issued  or  to be offered for subscription or purchase  (or  into
which  the  convertible securities so to be offered are initially
convertible); such adjustment shall become effective  immediately
after  the  close  of business on such issuance or  record  date;
provided, however, that no such adjustment shall be made for  the
issuance  of  (s)  options to purchase  shares  of  Common  Stock
granted  pursuant  to the Company's employee stock  option  plans
approved by shareholders of the Company (and the shares of Common
Stock  issuable  upon  exercise of such options)  (provided  that
option exercise prices shall not be less than the Market Value of
the  Common Stock (as defined in Section 7(f) hereof) on the date
of  the  grant  of such options), (t) the Company's  warrants  to
purchase  shares of Common Stock (and the shares of Common  Stock
issuable upon exercise of such warrants), outstanding on the date
hereof,  (u) the Company's shares of Amended Series A, Cumulative
Convertible  Preferred  Stock (and the  shares  of  Common  Stock
issuable upon conversion of such Preferred Stock), outstanding on
the  date  hereof,  or  (v) the Company's  shares  of  Series  B,
Cumulative  Preferred  Stock  (and the  shares  of  Common  Stock
issuable in lieu of dividend and redemption payments thereunder),
outstanding  on the date hereof. In case such subscription  price
may be paid in a consideration, part or all of which shall be  in
a  form other than cash, the value of such consideration shall be
as  determined  reasonably and in good  faith  by  the  Board  of
Directors  of the Company.  Shares of Common Stock  owned  by  or
held   for  the  account  of  the  Company  or  any  wholly-owned
subsidiary shall not be deemed outstanding for the purpose of any
such  computation.   Such adjustment shall be  made  successively
whenever  the  date  of  such issuance is fixed  (which  date  of
issuance  shall be the record date for such issuance if a  record
date  therefor is fixed); and, in the event that such  shares  or
options, rights or warrants are not so issued, the Exercise Price
shall again be adjusted to be the Exercise Price which would then
be in effect if the date of such issuance had not been fixed.

           (e)      In case the Company shall make a distribution
to  all  holders of Common Stock (including any such distribution
made  in  connection with a consolidation or merger in which  the
Company  is  the  continuing corporation)  of  evidences  of  its
indebtedness, securities other than Common Stock or assets (other
than  cash  dividends  or  cash  distributions  payable  out   of
consolidated earnings or earned surplus or dividends  payable  in
Common Stock), the Exercise Price to be in effect after such date
of  distribution shall be determined by multiplying the  Exercise
Price in effect on the date immediately preceding the record date
for  the  determination of the shareholders entitled  to  receive
such distribution by a fraction, the numerator of which shall  be
the Market Price per share of Common Stock (as defined in Section
7(f)  hereof) on such date, less the then-fair market  value  (as
determined reasonably and in good faith by the Board of Directors
of  the  Company  of  the  portion of the assets,  securities  or
evidences of indebtedness so to be distributed applicable to  one
share of Common Stock and the denominator of which shall be  such
Market  Price  per share of Common Stock, such adjustment  to  be
effective  immediately after the distribution resulting  in  such
adjustment.  Such adjustment shall be made successively  whenever
a date for such distribution is fixed (which date of distribution
shall  be the record date for such distribution if a record  date
therefor is fixed); and, if such distribution is not so made, the
Exercise  Price shall again be adjusted to be the Exercise  Price
which  would  then be in effect if such date of distribution  had
not been fixed.

           (f)     For the purposes of any computation under this
Section  7, the "Market Price per share" of Common Stock  on  any
date  shall be deemed to be the average of the closing bid  price
for the 20 consecutive trading days ending on the record date for
the  determination of the shareholders entitled  to  receive  any
rights,  dividends or distributions described in this Section  7,
and  the  "Market Value per share" of Common Stock  on  any  date
shall  be deemed to be the closing bid price on the date  of  the
issuance  of the securities for which such computation  is  being
made,  as  reported  on  the principal United  States  securities
exchange  on  which  the Common Stock is listed  or  admitted  to
trading  or if the Common Stock is not then listed on any  United
States stock exchange, the average of the closing sales price  on
each  such  day  during such 20 day period, in the  case  of  the
Market  Price  computation, or on such date of issuance,  in  the
case  of  the  Market Value computation, in the  over-the-counter
market  as  reported  by the National Association  of  Securities
Dealers'  Automated Quotation System ("NASDAQ"), or,  if  not  so
reported, the average of the closing bid and asked prices on each
such  day  during such 20 day period in the case  of  the  Market
Price  computation, or on such date of issuance, in the  case  of
the  Market  Value computation, as reported in the "pink  sheets"
published by the National Quotation Bureau, Inc. or any successor
thereof,  or, if not so quoted, the average of the middle  market
quotations for such 20 day period in the case of the Market Price
computation,  or  on such date of issuance, in the  case  of  the
Market Value computation, as reported on the daily official  list
of  the  prices  of  stock listed on The  London  Stock  Exchange
Limited  ("The  Stock Exchange Daily Official  List").   "Trading
day"  means  any day on which the Common Stock is  available  for
trading  on  the  applicable  securities  exchange  or   in   the
applicable  securities market.  In the case of  Market  Price  or
Market  Value  computations based on  The  Stock  Exchange  Daily
Official  List,  the  Market  Price  or  Market  Value  shall  be
converted  into  United States dollars at the  then  spot  market
exchange rate of pounds sterling (UK) into United States  dollars
as  quoted by Chemical Bank or any successor bank thereto on  the
date  of determination.  If a quotation of such exchange rate  is
not so available, the exchange rate shall be the exchange rate of
pounds  sterling in United States dollars as quoted in  The  Wall
Street Journal on the date of determination.

           (g)      No adjustment in the Exercise Price shall  be
required  unless  such adjustment would require  an  increase  or
decrease  of  at  least  1%  in such  price;  provided  that  any
adjustments which by reason of this Section 7(g) are not required
to be made shall be carried forward and taken into account in any
subsequent  adjustment; provided, further  that  such  adjustment
shall  be  made in all events (regardless of whether or  not  the
amount thereof or the cumulative amount thereof amounts to 1% (or
more)  upon the happening of one or more of the events  specified
in  Sections  7(b),  (c)  or (i).  All  calculations  under  this
Section 7 shall be made to the nearest cent.

           (h)      If  at any time, as a result of an adjustment
made  pursuant to Section 7(b) or (c) hereof, the Holder  of  any
Warrant thereafter exercised shall become entitled to receive any
shares  of  the  Company  other  than  shares  of  Common  Stock,
thereafter  the  number of such other shares so  receivable  upon
exercise of any Warrant shall be subject to adjustment from  time
to  time  in  a  manner  and  on terms as  nearly  equivalent  as
practicable  to  the  provisions  with  respect  to  the   Shares
contained  in  this  Section  7,  and  the  provisions  of   this
Certificate with respect to the Shares shall apply on like  terms
to such other shares.

           (i)      In the case of (l) any capital reorganization
of  the Company, or of (2) any reclassification of the shares  of
Common  Stock  (other  than  a  subdivision  or  combination   of
outstanding shares of Common Stock), or (3) any consolidation  or
merger  of the Company, or (4) the sale, lease or other  transfer
of  all or substantially all of the properties and assets of  the
Company as, or substantially as, an entirety to any other  person
or  entity, each Warrant shall after such capital reorganization,
reclassification of the shares of Common Stock, consolidation, or
sale  be exercisable, upon the terms and conditions specified  in
this  Certificate,  for the number of shares of  stock  or  other
securities  or assets to which a holder of the number  of  Shares
purchasable  (immediately  prior to  the  effectiveness  of  such
capital  reorganization, reclassification  of  shares  of  Common
Stock,  consolidation, or sale) upon exercise of a Warrant  would
have    been   entitled   upon   such   capital   reorganization,
reclassification of shares of Common Stock, consolidation, merger
or  sale; and in any such case, if necessary, the provisions  set
forth in this Section 7 with respect to the rights thereafter  of
the   Holder  shall  be  appropriately  adjusted  (as  determined
reasonably  and  in good faith by the Board of Directors  of  the
Company) so as to be applicable, as nearly as may reasonably  be,
to  any  shares of stock or other securities or assets thereafter
deliverable on the exercise of a Warrant.  The Company shall  not
effect  any  such  consolidation or  sale,  unless  prior  to  or
simultaneously  with  the  consummation  thereof,  the  successor
corporation,  partnership  or other entity  (if  other  than  the
Company)  resulting from such consolidation or  the  corporation,
partnership  or  other  entity  purchasing  such  assets  or  the
appropriate  entity  shall  assume, by  written  instrument,  the
obligation to deliver to the Holder of each Warrant the shares of
stock,  securities  or assets to which, in  accordance  with  the
foregoing  provisions, such Holder may be entitled and all  other
obligations of the Company under this Certificate.  For  purposes
of this Section 7(i) a merger to which the Company is a party but
in  which the Common Stock outstanding immediately prior  thereto
is changed into securities of another corporation shall be deemed
a  consolidation with such other corporation being the  successor
and resulting corporation.

           (j)   Irrespective of any adjustments in the  Exercise
Price  or  the  number  or kind of shares  purchasable  upon  the
exercise  of  the  Warrant, Warrant Certificates  theretofore  or
thereafter issued may continue to express the same Exercise Price
per  share  and  number and kind of Shares as are stated  on  the
Warrant Certificates initially issuable pursuant to this Warrant.

      8.        Notices to Warrant Holders.  Nothing contained in this
Certificate shall be construed as conferring upon the Holder  the
right to vote or to consent or to receive notice as a stockholder
in  respect  of any meetings of stockholders for the election  of
directors or any other matter, or as having any rights whatsoever
as  a stockholder of the Company.  If, however, at any time prior
to  the  exercise  or  expiration of the  Warrants,  any  of  the
following events shall occur:

          (i)     the holders of shares of the Common Stock shall
             be  entitled  to receive a dividend or  distribution
             payable  otherwise than in cash, or a cash  dividend
             or   distribution  payable  otherwise  than  out  of
             current  or retained earnings, as indicated  by  the
             accounting  treatment  of  such  dividend   or   dis
             tribution on the books of the Company;  or

                (ii)   the Company shall offer to all the holders
             of   its  Common  Stock  any  additional  shares  of
             capital   stock   of  the  Company   or   securities
             convertible  into  or  exchangeable  for  shares  of
             capital  stock of the Company, or any option,  right
             or warrant to subscribe therefor;  or

               (iii)  a dissolution, liquidation or winding-up of
             the  Company  (other  than  in  connection  with   a
             consolidation  or merger) or a sale of  all  or  sub
             stantially all of its property, assets and  business
             as  an  entirety shall be approved by the  Company's
             Board of Directors;  or

                 (iv)   there shall be any capital reorganization
             or  reclassification  of the capital  stock  of  the
             Company  (other  than  a change  in  the  number  of
             outstanding  shares of Common Stock or a  change  in
             the   par   value   of   the   Common   Stock),   or
             consolidation or merger of the Company with  another
             entity;

then,  in any one or more of said events, the Company shall  give
written notice of such event at least fifteen (15) days prior  to
the  date  fixed  as  a record date or the date  of  closing  the
transfer books for the determination of the stockholders entitled
to such dividend, distribution, convertible or exchangeable secur
ities or subscription rights, options or warrants, or entitled to
vote  on  such  proposed dissolution, liquidation, winding-up  or
sale.  Such notice shall specify such record date or the date  of
closing the transfer books, as the case may be.  Failure to  give
such  notice or any defect therein shall not affect the  validity
of any action taken in connection with the declaration or payment
of  any  such  dividend or distribution, or the issuance  of  any
convertible  or  exchangeable securities or subscription  rights,
options  or  warrants, or any proposed dissolution,  liquidation,
winding-up or sale.

             9.        Reservation and Listing of Securities.

      The  Company covenants and agrees that concurrent with  the
conversion  of  the  Series F, Cumulative  Convertible  Preferred
Stock  into  Common  Stock, and at all times  during  the  period
afterward,  the  Company shall reserve and keep  available,  free
from preemptive rights, out of its authorized and unissued shares
of  Common  Stock or out of its authorized and issued  shares  of
Common  Stock  held in its treasury, solely for  the  purpose  of
issuance upon exercise of the Warrants, such number of Shares  as
shall be issuable upon the exercise of the Warrants.

           (b)      The  Company covenants and agrees that,  upon
exercise  of  the  Warrants in accordance with  their  terms  and
payment  of  the Purchase Price, all Shares issued or  sold  upon
such  exercise shall not be subject to the preemptive  rights  of
any  stockholder and when issued and delivered in accordance with
the terms of the Warrants shall be duly and validly issued, fully
paid  and  non-assessable, and the Holder shall receive good  and
valid  title to such Shares free and clear from any adverse claim
(as  defined  in the applicable Uniform Commercial Code),  except
such as have been created by the Holder.

           (c)      As long as the Warrants shall be outstanding,
the  Company shall use its reasonable efforts to cause all Shares
issuable  upon the exercise of the Warrants to be  quoted  by  or
listed  on  any national securities exchange or other  securities
listing  service  on  which the shares of  Common  Stock  of  the
Company are then listed.

          10.       Survival.  All agreements, covenants, representations
and warranties herein shall survive the execution and delivery of
this Certificate and any investigation at any time made by or  on
behalf of any party hereto and the exercise, sale and purchase of
the  Warrants  and  the  Shares  (and  any  other  securities  or
properties) issuable on exercise hereof.

          11.       Remedies.  The Company agrees that the remedies at law
of  the Holder, in the event of any default or threatened default
by  the  Company in the performance of or compliance with any  of
the  terms  hereof, may not be adequate and such  terms  may,  in
addition  to and not in lieu of any other remedy, be specifically
enforced  by  a  decree of specific performance of any  agreement
contained herein or by an injunction against a violation  of  any
of the terms hereof or otherwise.

          12.       Registered Holder.  The Company may deem and treat the
registered   Holder  hereof  as  the  absolute  owner   of   this
Certificate  and the Warrants represented hereby (notwithstanding
any  notation  of  ownership  or other  writing  hereon  made  by
anyone), for the purpose of any exercise of the Warrants, of  any
notice, and of any distribution to the Holder hereof, and for all
other  purposes,  and the Company shall not be  affected  by  any
notice to the contrary.

          13.       Notices.  All notices and other communications from the
Company to the Holder of the Warrants represented by this Certifi
cate  shall be in writing and shall be deemed to have  been  duly
given  if  and  when personally delivered, two (2) business  days
after sent by overnight courier or ten (10) days after mailed  by
certified,  registered  or international recorded  mail,  postage
prepaid  and  return  receipt requested, or when  transmitted  by
telefax,  telex or telegraph and confirmed by sending  a  similar
mailed  writing,  if to the Holder, to the last address  of  such
Holder  as it shall appear on the books of the Company maintained
at the Company's principal office or to such other address as the
Holder may have specified to the Company in writing.

             14.       Headings.  The headings contained herein are for
convenience  of  reference  only  and  are  not  part   of   this
Certificate.

      Governing Law.  This Certificate shall be deemed  to  be  a
contract made under the laws of the State of Delaware and for all
purposes shall be governed by, and construed in accordance  with,
the  laws of said state, without regard to the conflict  of  laws
provisions thereof.

IN  WITNESS  WHEREOF,  the Company has caused  this  Amended  and
Restated  Warrant  Certificate to be duly executed  by  its  duly
authorized officers under its corporate seal.

Dated:

                         XCL LTD.


               By:
                         Benjamin B. Blanchet
                         Executive Vice President



Attest:



Secretary


     XCL LTD.

     FORM OF ELECTION TO PURCHASE
     (To be executed by the registered Holder
     if such Holder desires to exercise Warrants)

      The undersigned registered Holder hereby irrevocably elects
to  exercise  the right of purchase represented by  this  Warrant
Certificate for, and to purchase,               Shares hereunder,
and  herewith  tenders in payment for such Shares  cash,  a  wire
transfer,  a certified check or a banker's draft payable  to  the
order  of XCL Ltd. in the amount of                        ,  all
in  accordance  with the terms hereof.  The undersigned  requests
that  a  share certificate for such Shares be registered  in  the
name of and delivered to:


(Please Print Name and Address)



and, if said number of Shares shall not be all the Shares purchas
able  hereunder, that a new Warrant Certificate for  the  balance
remaining  of  the Shares purchasable hereunder be registered  in
the  name  of  the undersigned Warrant Holder or his Assignee  as
below indicated and delivered to the address stated below.

DATED:

Name               of               Warrant               Holder:
(Please Print)

Address:



Signature:

Note:     The  above  signature must correspond in  all  respects
             with  the  name  of the Holder as specified  on  the
             face    of   this   Warrant   Certificate,   without
             alteration  or enlargement or any change whatsoever,
             unless  the  Warrants represented  by  this  Warrant
             Certificate have been assigned.





     XCL LTD.

     FORM OF ASSIGNMENT

     (To be executed by the registered Holder if such Holder
     desires to transfer the Warrant Certificate)

           FOR  VALUE  RECEIVED,  the undersigned  hereby  sells,
assigns and transfers to:


     (Please Print Name and Address of Transferee)





Warrants to purchase up to           Shares represented  by  this
Warrant  Certificate, together with all right, title and interest
therein,  and  does  hereby irrevocably  constitute  and  appoint
,  Attorney,  to  transfer such Warrants  on  the  books  of  the
Company,  with  full power of substitution in the premises.   The
undersigned requests that if said number of Shares shall  not  be
all of the Shares purchasable under this Warrant Certificate that
a new Warrant Certificate for the balance remaining of the Shares
purchasable under this Warrant Certificate be registered  in  the
name of the undersigned Warrant Holder and delivered to the regis
tered address of said Warrant Holder.

DATED:

Signature of registered Holder:

Note:     The  above  signature must correspond in  all  respects
             with  the  name  of the Holder as specified  on  the
             face    of   this   Warrant   Certificate,   without
             alteration  or enlargement or any change whatsoever.
             The  above  signature of the registered Holder  must
             be   guaranteed  by  a  commercial  bank  or   trust
             company, by a broker or dealer which is a member  of
             the  National  Association  of  Securities  Dealers,
             Inc.  or  by  a  member  of  a  national  securities
             exchange,   The  Securities  and  Futures  Authority
             Limited  in  the United Kingdom or The London  Stock
             Exchange  Limited in London, England.  Notarized  or
             witnessed   signatures   are   not   acceptable   as
             guaranteed signatures.

Signature Guaranteed:


   Authorized Officer


   Name of Institution