___________________________________

                     Securities and Exchange Commission
                         Washington, DC  20549
                      ___________________________
                           FORM 10-K/A No. 1

                      ___________________________
     [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934
                                   
          For the fiscal year ended December 31, 1997 or
                                   
     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from _________________ to
          __________________
                                   
                    Commission file number 1-10669
                     _____________________________

                               XCL Ltd.
        (Exact name of registrant as specified in its charter)
                     _____________________________

          Delaware                                          51-0305643
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
      incorporation or organization)

     110 Rue Jean Lafitte, 2nd Floor
     Lafayette, Louisiana                       70508
     (Address of principal executive offices) (Zip Code)
                     _____________________________
  (Registrant's telephone number, including area code)   318-237-0325

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $.01 par value                     American Stock Exchange
   Title of each class                            Name on each exchange
                                                   on which registered

Securities registered pursuant to Section 12(g) of the Act:     None
                                   
      Indicate  by check mark whether the registrant (1) has filed  all
reports  required to be filed by Section 13 or 15(d) of the  Securities
Exchange  Act  of  1934 during the preceding 12  months  (or  for  such
shorter  period that the registrant was required to file such reports),
and  (2)  has been subject to such filing requirements for the past  90
days. [X] Yes          [ ] No

     Indicate by check mark if disclosure of delinquent filers pursuant
to  Item 405 of Regulation S-K is not contained herein, and will not be
contained,  to the best of registrant's knowledge, in definitive  proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [  ]

       The  aggregate  market  value  of  the  common  stock  held   by
nonaffiliates  of  the registrant on April 13, 1998, was  approximately
$92.8 million.

     22,341,636 shares Common Stock, $.01 par value were outstanding on
April 13, 1998.
                                   
                  DOCUMENTS INCORPORATED BY REFERENCE
                                 None
_______________________________________________________________________
<PAGE>
                             PART IV
                                
      Item  14.  Exhibits,  Financial  Statement  Schedules,  and
Reports  on  Form  8-K are hereby deleted in their  entirety  and
replaced  with the following, and Exhibits 3.1, 4.37, 4.38,  4.39
and 27.2 are filed herewith:

Item 14.      Exhibits, Financial Statement Schedules, and
Reports on Form 8-K.

(a)           The following documents are filed as a part of this report.

Financial Statements
--------------------

      The following documents are included in Part II, Item 8  of
this report:
                                                         Page

XCL Ltd. and Subsidiaries:
-------------------------

Report of Independent Accountants................................     31
Consolidated Balance Sheet as of December 31, 1997 and 
  December 31, 1996..............................................     32
Consolidated Statement of Operations for each of the three  years
  in the period ended December 31, 1997..........................     33
Consolidated Statement of Shareholders' Equity for  each  of  the
  three years in the period ended December 31, 1997..............     34
Consolidated Statement of Cash Flows for each of the three  years
  in the period ended December 31, 1997..........................     35
Notes to Consolidated Financial Statements.......................     36

XCL-China Ltd. (wholly-owned):
-----------------------------

Report of Independent Accountants................................     57
Balance Sheet as of December 31, 1997 and December 31, 1996......     58
Statement of Operations for each of the three years in the period
  ended December 31, 1997........................................     59
Statement of Shareholders' Deficit for each of the three years in
  the period ended December 31, 1997.............................     60
Statement of Cash Flows for each of the three years in
  the period ended December 31, 1997.............................     61
Notes to Financial Statements....................................     62

Financial Statement Schedules
-----------------------------

     Certain financial statement schedules are omitted because of
the absence of the conditions under which they are required.

XCL Ltd. and Subsidiaries:
-------------------------

Schedule II-Valuation and Qualifying Accounts.....................    105

Executive Compensation Plans and Arrangements
---------------------------------------------

Form  of  Long Term Stock Incentive Plan as Amended and  Restated
Effective  as of June 1, 1997 - See Appendix C to Proxy Statement
dated November 20, 1997.

Form of Appreciation Grant Agreement between the Company and  Mr.
M.W.  Miller,  Jr.  -  See Appendix D to  Proxy  Statement  dated
November 20, 1997.

Form  of  Services  Agreement dated August 1, 1997,  between  the
Company  and Mr. Benjamin B. Blanchet, an officer of the Company.
- See Exhibit 10.46 hereto.

Form  of  Promissory Note dated August 1, 1997,  in  a  principal
amount  of $100,000, made in favor of the Company by Mr. Benjamin
B.  Blanchet,  an  officer  of the Company.   See  Exhibit  10.47
hereto.

Form of Indemnification Agreement by and between the Company  and
various  officers  and  directors -  See  Appendix  II  to  Proxy
Statement dated November 13, 1987.

Stock Option Agreement by and between the Company and Marsden  W.
Miller,  Jr.  dated July 11, 1987 - See Appendix  VIII  to  Proxy
Statement dated November 13, 1987.

Amended and Restated 1987 Incentive Stock Option and Stock Option
Plans  -  See  Exhibit  4 to Current Report  on  Form  8-K  filed
February 10, 1989.

Long  Term  Stock Incentive Plan between the Company and  certain
employees -  See Exhibit A to Proxy Statement dated May 11, 1992.

Consulting Agreement by and between the Company and Mr. R. Thomas
Fetters, Jr. dated June 1, 1997. -  See Exhibit 10.44 hereto.

Consulting  Agreement by and between the Company and Sir  Michael
Palliser dated May 1, 1994. -  See Exhibit 10.4 hereto.

Consulting Agreement by and between the Company and Mr. Arthur W.
Hummel. Jr. dated May l, 1994. - See Exhibit 10.5 hereto.

(b)     Reports on Form 8-K

      A  Current  Report on Form 8-K dated October 3,  1997,  was
filed to report (i) the test results of the Company's C-4 well on
the  Zhao  Dong Block, (ii) the release of funds held  in  escrow
from the May 20, 1997 Note Offering, and (iii) the sale of 24,000
shares  of  Common Stock through the exercise of  stock  purchase
warrants, pursuant to Regulation S under the Securities Act.

      A  Current Report on Form 8-K dated October 21,  1997,  was
filed  to  report  the  sale of 100,000 shares  of  Common  Stock
through  the exercise of stock purchase warrants and the issuance
of  an aggregate of 53,333 shares of Common Stock as compensation
to  a resident of Taiwan, all pursuant to Regulation S under  the
Securities Act.

(c)     Exhibits required by Item 601 of Regulation S-K

2.0     Not applicable

3(i)     Articles of incorporation

3.1     Amended and Restated Certificate of Incorporation of the
     Company dated December 17, 1998.  +

3(ii)     Amended and Restated Bylaws of the Company as currently
     in effect.  (A)(i)

4.0     Instruments defining rights of security holders,
     including indentures:

4.1     Forms of Common Stock Certificates. *

4.2     Form of Warrant dated January 31, 1994 to purchase
     2,500,000 shares of Common Stock at an exercise price of
     $1.00 per share, subject to adjustment, issued to INCC.
     (D)(i)

4.3     Form of Registrar and Stock Transfer Agency Agreement,
     effective March 18, 1991, entered into between the Company
     and Manufacturers Hanover Trust Company (predecessor to
     Chemical Bank), whereby Chemical Bank (now known as
     ChaseMellon Shareholder Services) serves as the Company's
     Registrar and U.S. Transfer Agent.  (E)

4.4     Copy of Warrant Agreement and Stock Purchase Warrant
     dated March 1, 1994 to purchase 500,000 shares of Common
     Stock at an exercise price of $1.00 per share, subject to
     adjustment, issued to EnCap Investments, L.C. (D)(ii)

4.5     Copy of Warrant Agreement and form of Stock Purchase
     Warrant dated March 1, 1994 to purchase an aggregate 600,000
     shares of Common Stock at an exercise price of $1.00 per
     share, subject to adjustment, issued to principals of San
     Jacinto Securities, Inc. in connection with its financial
     consulting agreement with the Company. (D)(iii)

4.6     Form of Warrant Agreement and Stock Purchase Warrant
     dated April 1, 1994, to purchase an aggregate 6,440,000
     shares of Common Stock at an exercise price of $1.25 per
     share, subject to adjustment, issued to executives of the
     Company surrendering all of their rights under their
     employment contracts with the Company. (C)(i)

4.7     Form of Warrant Agreement and Stock Purchase Warrant
     dated April 1, 1994, to purchase an aggregate 878,900 shares
     of Common Stock at an exercise price of $1.25 per share,
     subject to adjustment, issued to executives of the Company
     in consideration for salary reductions sustained under their
     employment contracts with the Company. (C)(ii)

4.8     Form of Warrant Agreement and Stock Purchase Warrant
     dated April 1, 1994, to purchase 200,000 shares of Common
     Stock at an exercise price of $1.25 per share, subject to
     adjustment, issued to Thomas H. Hudson.   (C)(iii)

4.9     Form of Warrant Agreement and Stock Purchase Warrant
     dated May 25, 1994, to purchase an aggregate 100,000 shares
     of Common Stock at an exercise price of $1.25 per share,
     subject to adjustment, issued to the holders of Purchase
     Notes B, in consideration of amendment to   payment terms of
     such Notes. (C)(iv)

4.10     Form of Warrant Agreement and Stock Purchase Warrant
     dated May 25, 1994, to purchase an aggregate 100,000 shares
     of Common Stock at an exercise price of $1.25 per share,
     subject to adjustment, issued to the holders of Purchase
     Notes B, in consideration for the granting of an option to
     further extend payment terms of such Notes.   (C)(v)

4.11     Form of Purchase Agreement between the Company and each
     of the Purchasers of Units in the Regulation S Unit Offering
     conducted by Rauscher Pierce & Clark with closings as
     follows:

          December 22, 1995               116 Units
          March 8, 1996                        34 Units
          April 23, 1996                30 Units  (J)(i)

4.12     Form of Warrant Agreement between the Company and each
     of the Purchasers of Units in the Regulation S Unit Offering
     conducted by Rauscher Pierce & Clark, as follows:

                   Closing Date                Warrants
     Exercise Price
                   December 22, 1995     6,960,000        $.50
                   March 8, 1996             2,040,000
     $.35
                    April 23, 1996             1,800,000
     $.35  (J)(ii)

4.13     Form of Warrant Agreement between the Company and
     Rauscher  Pierce & Clark in consideration for acting  as
     placement  agent in the Regulation S Units Offering, as
     follows:

     Closing Date                 Warrants    Exercise Price
     ----------------          -----------    ----------------

       December 22, 1995            696,000         $.50
       March 8, 1996                204,000         $.35
       April 23, 1996               180,000         $.35   (J)(iii)

4.14     Form of a series of Stock Purchase Warrants issued to
     Janz Financial Corp. Ltd. dated August 14, 1996, entitling
     the holders thereof to purchase up to 3,080,000 shares of
     Common Stock at $0.25 per share on or before August 13,
     2001. (M)(i)

4.15     Stock Purchase Agreement between the Company and
     Provincial Securities Ltd. dated August 16, 1996, whereby
     Provincial purchased 1,500,000 shares of Common Stock in a
     Regulation S transaction. (M)(ii)

4.16     Stock Purchase Warrant issued to Terrenex Acquisitions
     Corp. dated August 16, 1996, entitling the holder thereof to
     purchase up to 3,000,000 shares of Common Stock at $0.25 per
     share on or before December 31, 1998. (M)(iii)

4.17     Form of a series of Stock Purchase Warrants dated
     November 26, 1996, entitling the following holders thereto
     to purchase up to 2,666,666 shares of Common Stock at $0.125
     per share on or before December 31, 1999:

     Warrant Holder                                       Warrants
     --------------                                       --------

     Opportunity Associates, L.P.                          133,333
     Kayne Anderson Non-Traditional Investments, L.P.      666,666
     Arbco Associates, L.P.                                800,000
     Offense Group Associates, L.P.                        333,333
     Foremost Insurance Company                            266,667
     Nobel Insurance Company                               133,333
     Evanston Insurance Company                            133,333
     Topa Insurance Company                                200,000 (N)(i)

4.18     Form of a series of Stock Purchase Warrants dated
     December 31, 1996 (2,128,000 warrants) and January 8, 1997
     (2,040,000 warrants) to purchase up to an aggregate of
     4,168,000 shares of Common Stock at $0.125 per share on or
     before August 13, 2001. (N)(ii)

4.19     Form of Stock Purchase Warrants dated February 6, 1997,
     entitling the following holders to purchase an aggregate of
     1,874,467 shares of Common Stock at $0.25 per share on or
     before December 31, 1999:

     Warrant Holder                                   Warrants
     --------------                                   --------
     Donald A. and Joanne R. Westerberg                241,660
     T. Jerald Hanchey                               1,632,807 (N)(iii)

4.20     Form of a series of Stock Purchase Warrants dated April
     10, 1997, issued as a part of a unit offered with Unsecured
     Notes of XCL-China Ltd., exercisable at $0.01 per share on
     or before April 9, 2002, entitling the following holders to
     purchase up to an aggregate of 10,092,980 shares of Common
     Stock:

     Warrant Holder                                   Warrants
     ---------------                                  --------

     Kayne Anderson Offshore L.P.                        651,160
     Offense Group Associates, L.P.                    1,627,900
     Kayne Anderson Non-Traditional Investments, L.P.  1,627,900
     Opportunity Associates, L.P.                      1,302,320
     Arbco Associates, L.P.                            1,627,900
     J. Edgar Monroe Foundation                          325,580
     Estate of J. Edgar Monroe                           976,740
     Boland Machine & Mfg. Co., Inc.                     325,580
     Construction Specialists, Inc. d/b/a 
        Con-Spec, Inc.                                 1,627,900  (N)(iv)

4.21      Form  of Purchase Agreement dated May 13, 1997, between
     the  Company  and  Jefferies & Company, Inc.  (the  "Initial
     Purchaser") with respect to 75,000 Units each consisting  of
     $1,000  principal amount of 13.5% Senior Secured  Notes  due
     May  1,  2004,  Series A and one warrant to  purchase  1,280
     shares of the Company's Common Stock with an exercise  price
     of $0.2063 per share ("Note Warrants"). (O)(i)

4.22      Form  of Purchase Agreement dated May 13, 1997, between
     the  Company  and  Jefferies & Company, Inc.  (the  "Initial
     Purchaser") with respect to 294,118 Units each consisting of
     one  share  of  Amended  Series  A,  Cumulative  Convertible
     Preferred Stock ("Amended Series A Preferred Stock") and one
     warrant to purchase 327 shares of the Company's Common Stock
     with  an  exercise  price  of  $0.2063  per  share  ("Equity
     Warrants"). (O)(ii)

4.23      Form of Warrant Agreement and Warrant Certificate dated
     May  20,  1997, between the Company and Jefferies & Company,
     Inc.,  as  the Initial Purchaser, with respect to  the  Note
     Warrants. (O)(iii)

4.24      Form of Warrant Agreement and Warrant Certificate dated
     May  20,  1997, between the Company and Jefferies & Company,
     Inc.,  as the Initial Purchaser, with respect to the  Equity
     Warrants. (O)(iv)

4.25      Form of Designation of Amended Series A Preferred Stock
     dated May 19, 1997. (O)(v)

4.26      Form  of  Amended Series A Preferred Stock certificate.
     (O)(vi)

4.27      Form  of  Global  Unit  Certificate  for  75,000  Units
     consisting of 13.5% Senior Secured Notes due May 1, 2004 and
     Warrants to Purchase Shares of Common Stock. (O)(vii)

4.28      Form  of  Global  Unit Certificate  for  293,765  Units
     consisting of Amended Series A Preferred Stock and  Warrants
     to Purchase Shares of Common Stock. (O)(viii)

4.29      Form  of Warrant Certificate dated May 20, 1997, issued
     to  Jefferies  &  Company,  Inc.,  with  respect  to  12,755
     warrants  to purchase shares of Common Stock of the  Company
     at an exercise price of $0.2063 per share. (O)(ix)

4.30     Form of Stock Purchase Agreement dated effective as of
     October 1, 1997, between the Company and William Wang,
     whereby the Company issued 800,000 shares of Common Stock to
     Mr. Wang, as partial compensation pursuant to a Consulting
     Agreement. (Q)(i)

4.31     Form of Stock Purchase Warrants dated effective as of
     February 20, 1997, issued to Mr. Patrick B. Collins with
     respect to 200,000 warrants to purchase shares of Common
     Stock of the Company at an exercise price of $0.25 per
     share, issued as partial compensation pursuant to a
     Consulting Agreement. (Q)(ii)

4.32     Certificate of Amendment to the Certificate of
     Designation of Series F, Cumulative Convertible Preferred
     Stock dated January 6, 1998. *

4.33     Form of Stock Purchase Warrants dated January 16, 1998,
     issued to Arthur Rosenbloom (6,389), Abby Leigh (12,600) and
     Mitch Leigh (134,343) to purchase shares of Common Stock of
     the Company at an exercise price of $0.15 per share, on or
     before December 31, 2001. *

4.34     Certificate of Designation of Amended Series B,
     Cumulative Convertible  Preferred Stock dated March 4, 1998. *

4.35     Correction to Certificate of Designation of Amended
     Series B, Cumulative Convertible  Preferred Stock dated
     March 5, 1998. *

4.36     Second Correction to Certificate of Designation of
     Amended Series B Preferred Stock dated March 19, 1998. *

4.37     Form of Stock certificate representing shares of Amended
     Series B Preferred Stock. +

4.38     Form of Agreement dated March 3, 1998 between the
     Company and Arbco Associates, L.P., Kayne Anderson Non-
     Traditional Investments, L.P., Offense Group Associates,
     L.P. and Opportunity Associates, L.P. for the exchange of
     Series B Preferred Stock and associated warrants into
     Amended Series B Preferred Stock and warrants. +

4.39     Form of Stock Purchase Warrants dated March 3, 1998
     between the Company and the following entities:

     Holder                                             Warrants
     ------                                             --------

     Arbco Associates, L.P.                              85,107
     Kayne Anderson Non-Traditional Investments, L.P.    79,787
     Offense Group Associates, L.P.                      61,170
     Opportunity Associates, L.P.                        23,936 +

10.0     -     Material Contracts

10.1     Contract for Petroleum Exploration, Development and
     Production on Zhao Dong Block in Bohai Bay Shallow Water Sea
     Area of The People's Republic of China between China
     National Oil and Gas Exploration and Development Corporation
     and XCL - China, Ltd., dated February 10,    1993. (B)

10.2     Form of Net Revenue Interest Assignment dated February
     23, 1994, between the Company and the purchasers of the
     Company's Series D, Cumulative Convertible Preferred Stock.
     (D)(iv)

10.3     Modification Agreement for Petroleum Contract on Zhao
     Dong Block in Bohai Bay Shallow Water Sea Area of The
     People's Republic of China dated March 11, 1994, between the
     Company, China National Oil and Gas Exploration and
     Development corporation and Apache China Corporation LDC.
     (D)(v)

10.4     Consulting agreement between the Company and Sir Michael
     Palliser dated April 1, 1994. (F)(i)

10.5     Consulting agreement between the Company and Mr. Arthur
     W. Hummel, Jr. dated April 1, 1994. (F)(ii)

10.6     Letter of Intent between the Company and CNPC United
     Lube Oil Corporation for a joint venture for the manufacture
     and sale of lubricating oil dated January 14, 1995. (G)(i)

10.7     Farmout Agreement dated May 10, 1995, between XCL China
     Ltd., a wholly owned subsidiary of the Company and Apache
     Corporation whereby Apache will acquire an additional
     interest in the Zhao Dong Block, Offshore People's Republic
     of China. (G)(ii)

10.8     Modification  Agreement of Non-Negotiable  Promissory
     Note  and  Waiver  Agreement  between  Lutcher  &  Moore
     Cypress Lumber Company and L.M. Holding Associates, L.P.
     dated June 15, 1995. (H)(i)

10.9     Third  Amendment to Credit Agreement between Lutcher-
     Moore  Development Corp., Lutcher & Moore Cypress Lumber
     Company,  The First National Bank of Lake Charles,  Mary
     Elizabeth Mecom, The Estate of John W. Mecom,  The  Mary
     Elizabeth Mecom Irrevocable Trust, Matilda Gray  Stream, The
     Opal  Gray  Trust,  Harold  H.  Stream  III,   The
     Succession  of  Edward  M.  Carmouche,  Virginia  Martin
     Carmouche  and L.M. Holding Associates, L.P. dated  June 15,
     1995. (H)(ii)

10.10      Second   Amendment  to  Appointment  of  Agent   for
     Collection and Agreement to Application of Funds between
     Lutcher-Moore Development Corp., Lutcher & Moore Cypress
     Lumber  Company, L.M. Holding Associates, L.P. and  The
     First  National  Bank of Lake Charles,  dated  June  15,
     1995. (H)(iii)

10.11     Contract of Chinese Foreign Joint Venture dated  July
     17,  1995, between United Lube Oil Corporation  and  XCL
     China   Ltd.  for  the  manufacturing  and  selling   of
     lubricating oil and related products. (H)(iv)

10.12     Letter  of  Intent dated July 17, 1995  between  CNPC
     United  Lube Oil Corporation and XCL Ltd. for discussion of
     further projects. (H)(v)

10.13     Copy of Letter Agreement dated March 31, 1995, between
     the  Company and China National Administration  of  Coal
     Geology for the exploration and development of coal  bed
     methane  in  Liao Ling Tiefa and Shanxi Hanchang  Mining
     Areas. (I)(i)

10.14     Memorandum of Understanding dated December 14, 1995,
     between XCL Ltd. and China National Administration of Coal
     Geology. (J)(iv)

10.15     Form of Fourth Amendment to Credit Agreement between
     Lutcher-Moore Development Corp., Lutcher & Moore Cypress
     Lumber Company, The First National Bank of Lake Charles,
     Mary Elizabeth Mecom, The Estate of  John W. Mecom, The
     Mary  Elizabeth  Mecom  Irrevocable  Trust, Matilda Gray
     Stream, The Opal Gray  Trust,  Harold  H. Stream  III, The
     Succession of  Edward  M. Carmouche, Virginia Martin
     Carmouche and L.M. Holding  Associates,  L.P. dated January
     16, 1996. (J)(v)

10.16     Form of Third Amendment to Appointment of Agent for
     Collection and Agreement to application  of  Funds between
     Lutcher-Moore Development Corp., Lutcher & Moore Cypress
     Lumber  Company, L.M. Holding Associates,  L.P.  and The
     First National Bank of Lake  Charles,  dated  January 16,
     1996. (J)(vi)

10.17     Copy of Purchase and Sale Agreement dated March 8,
     1996, between XCL-Texas, Inc. and Tesoro  E&P  Company, L.P.
     for  the sale of the Gonzales Gas Unit located in south
     Texas. (J)(vii)

10.18     Copy  of  Limited  Waiver  between  the Company  and
     Internationale  Nederlanden (U.S.)  Capital  Corporation
     dated April 3, 1996. (J)(viii)

10.19     Copy  of Purchase and Sale Agreement dated  April 22,
     1996, between XCL-Texas, Inc. and  Dan  A.  Hughes Company
     for the sale of the Lopez Gas Units located in south Texas.
     (K)

10.20     Form of Sale of Mineral Servitude dated June 18, 1996,
     whereby the Company sold its 75 percent mineral interest in
     the Phoenix Lake Tract to the Stream Family Limited Partners
     and Virginia Martin Carmouche Gayle.  (L)(i)

10.21     Form of Fifth Amendment to Credit Agreement between
     Lutcher-Moore Development Corp., Lutcher & Moore Cypress
     Lumber Company, The First National Bank of Lake Charles,
     Mary Elizabeth Mecom, The Estate of  John W. Mecom, The
     Mary  Elizabeth  Mecom  Irrevocable  Trust, Matilda Gray
     Stream, The Opal Gray  Trust,  Harold  H. Stream  III, The
     Succession of  Edward  M. Carmouche, Virginia Martin
     Carmouche and L.M. Holding  Associates,  L.P. dated August
     8, 1996. (N)(v)

10.22     Form of Assignment and Sale between XCL Acquisitions,
     Inc. and purchasers of an interest in certain promissory
     notes held by XCL Acquisitions, Inc. as follows:

                                                         Principal   Purchase
     Date               Purchaser                         Amount       Price
     ----               --------                          ------       -----
     November 19, 1996  Opportunity Associates, L.P.    $15,627.39  $12,499.98
     November 19, 1996  Kayne Anderson Non-Traditional
                          Investments, L.P.             $78,126.36  $62,499.98
     November 19, 1996  Offense Group Associates, L.P.  $39,063.18  $31,249.99
     November 19, 1996  Arbco Associates, L.P.          $93,743.14  $75,000.04
     November 19, 1996  Nobel Insurance Company         $15,627.39  $12,499.98
     November 19, 1996  Evanston Insurance  Company     $15,627.39  $12,499.98
     November 19, 1996  Topa Insurance Company          $23,435.79  $18,750.01
     November 19, 1996  Foremost Insurance Company      $31,249.48  $25,000.04
     February 10,  1997 Donald A. and Joanne R. 
                           Westerberg                   $25,000.00  $28,100.00
     February 10, 1997  T. Jerald Hanchey              $168,915.74 $189,861.29 
                                                                      (N)(vi)

10.23     Form of Sixth Amendment to Credit Agreement between
     Lutcher-Moore Development Corp., Lutcher & Moore Cypress
     Lumber Company, The First National Bank of Lake Charles, The
     Estate of Mary Elizabeth Mecom, The Estate of  John W.
     Mecom, The  Mary  Elizabeth  Mecom  Irrevocable  Trust,
     Matilda Gray Stream, The Opal Gray  Trust,  Harold  H.
     Stream  III, The Succession of  Edward  M. Carmouche,
     Virginia Martin Carmouche and L.M. Holding  Associates,
     L.P. dated January 28, 1997. (N)(vii)

10.24     Form of Act of Sale between the Company and The
     Schumacher Group of Louisiana, Inc. dated March 31, 1997,
     where in the Company sold its office building. (N)(viii)

10.25     Amendment No. 1 to the May 1, 1995 Agreement with
     Apache Corp. dated April 3, 1997, effective December 13,
     1996. (N)(ix)

10.26     Form of Guaranty dated April 9, 1997 by XCL-China Ltd.
     in favor of ING (U.S.) Capital Corporation executed in
     connection with the sale of certain Unsecured Notes issued
     by XCL-China Ltd. (N)(x)

10.27     Form of First Amendment to Stock Pledge Agreement dated
     April 9, 1997, between the Company and ING (U.S.) Capital
     Corporation adding XCL Land Ltd. to the Stock Pledge
     Agreement dated as of January 31, 1994. (N)(xi)

10.28     Form of Agreement dated April 9, 1997, between ING
     (U.S.) Capital Corporation, XCL-China and holders of the
     Senior Unsecured Notes, subordinating the Guaranty granted
     by XCL-China in favor of ING to the Unsecured Notes.
     (N)(xii)

10.29     Form of Forbearance Agreement dated April 9, 1997
     between the Company and ING (U.S.) Capital Corporation.
     (N)(xiii)

10.30     Form of a series of Unsecured Notes dated April 10,
     1997, between the Company and the following entities:

            Note Holder                              Principal Amount
            -----------                             -----------------

     Kayne Anderson Offshore, L.P.                         $200,000
     Offense Group Associates, L.P.                        $500,000
     Kayne Anderson Non-Traditional Investments, L.P.      $500,000
     Opportunity Associates, L.P.                          $400,000
     Arbco Associates, L.P.                                $500,000
     J. Edgar Monroe Foundation                            $100,000
     Estate of J. Edgar Monroe                             $300,000
     Boland Machine & Mfg. Co., Inc.                       $100,000
     Construction Specialists, Inc. d/b/a Con-Spec, Inc.   $500,000 (N)(xiv)

10.31     Form of Subscription Agreement dated April 10, 1997, by
     and between XCL-China, Ltd., the Company and the subscribers
     of Units, each unit comprised of $100,000 in Unsecured Notes
     and 325,580 warrants. (N)(xv)

10.32     Form of Intercompany Subordination Agreement dated
     April 10, 1997, between the Company, XCL-Texas, Ltd., XCL
     Land Ltd., The Exploration Company of Louisiana, Inc., XCL-
     Acquisitions, Inc., XCL-China Coal Methane Ltd., XCL-China
     LubeOil Ltd., XCL-China Ltd., and holders of the Unsecured
     Notes. (N)(xvi)

10.33     Form of Indenture dated as of May 20, 1997, between the
     Company,  as  Issuer  and Fleet National  Bank,  as  Trustee
     ("Indenture"). (O)(x)

10.34      Form  of  13.5% Senior Secured Note due May  1,  2004,
     Series A issued May 20, 1997 to Jefferies & Company, Inc. as
     the Initial Purchaser (Exhibit A to the Indenture). (O)(xi)

10.35      Form  of  Pledge Agreement dated as of May  20,  1997,
     between  the  Company and Fleet National  Bank,  as  Trustee
     (Exhibit C to the Indenture). (O)(xii)

10.36      Form  of  Cash  Collateral and Disbursement  Agreement
     dated  as  of  May 20, 1997, between the Company  and  Fleet
     National Bank, as Trustee and Disbursement Agent, and Herman
     J.   Schellstede   &  Associates,  Inc.,  as  Representative
     (Exhibit F to the Indenture). (O)(xiii)

10.37      Form  of Intercreditor Agreement dated as of  May  20,
     1997,  between the Company, ING (U.S.) Capital  Corporation,
     the  holders of the Secured Subordinated Notes due April  5,
     2000 and Fleet National Bank, as trustee for the holders  of
     the 13.5% Senior Secured Notes due May 1, 2004 (Exhibit G to
     the Indenture). (O)(xiv)

10.38     Registration Rights Agreement dated as of May 20, 1997,
     by  and  between the Company and Jefferies &  Company,  Inc.
     with  respect to the 13.5% Senior Secured Notes due  May  1,
     2004 and 75,000 Common Stock Purchase Warrants (Exhibit H to
     the Indenture). (O)(xv)

10.39      Form  of  Security  Agreement,  Pledge  and  Financing
     Statement  and Perfection Certificate dated as  of  May  20,
     1997,  by  the Company in favor of Fleet National  Bank,  as
     Trustee (Exhibit I to the Indenture). (O)(xvi)

10.40     Registration Rights Agreement dated as of May 20, 1997,
     by  and  between the Company and Jefferies &  Company,  Inc.
     with  respect  to the 9.5% Amended Series A Preferred  Stock
     and Common Stock Purchase Warrants. (O)(xvii)

10.41      Form of Restated Forbearance Agreement dated effective
     as of May 20, 1997, between the Company, XCL-Texas, Inc. and
     ING (U.S.) Capital Corporation. (O)(xviii)

10.42     Form of Seventh Amendment to Credit Agreement between
     Lutcher-Moore Development Corp., Lutcher & Moore Cypress
     Lumber Company, The First National Bank of Lake Charles, The
     Estate of Mary Elizabeth Mecom, The Estate of  John W.
     Mecom, The  Mary  Elizabeth  Mecom  Irrevocable  Trust,
     Matilda Gray Stream, The Opal Gray  Trust,  Harold  H.
     Stream  III, The Succession of  Edward  M. Carmouche,
     Virginia Martin Carmouche and L.M. Holding  Associates,
     L.P. dated May 8, 1997.  (P)(i)

10.43     Form of Eighth Amendment to Credit Agreement between
     Lutcher-Moore Development Corp., Lutcher & Moore Cypress
     Lumber Company, The First National Bank of Lake Charles, The
     Estate of Mary Elizabeth Mecom, The Estate of  John W.
     Mecom, The  Mary  Elizabeth  Mecom  Irrevocable  Trust,
     Matilda Gray Stream, The Opal Gray  Trust,  Harold  H.
     Stream  III, The Succession of  Edward  M. Carmouche,
     Virginia Martin Carmouche and L.M. Holding  Associates,
     L.P. dated July 29, 1997. (P)(ii)

10.44     Form of Consulting Agreement dated February 20, 1997,
     between the Company and Mr. Patrick B. Collins, whereby Mr.
     Collins performs certain accounting advisory services.
     (Q)(ii)

10.45     Form of Consulting Agreement dated effective as of June
     1, 1997, between the Company and Mr. R. Thomas Fetters, Jr.,
     a director of the Company, whereby Mr. Fetters performs
     certain geological consulting services. (Q)(iii)

10.46     Form of Agreement dated October 1, 1997, between the
     Company and Mr. William Wang, whereby Mr. Wang performs
     certain consulting services with respect to its investments
     in China. (Q)(iv)

10.47     Form of Services Agreement dated August 1, 1997,
     between the Company and Mr. Benjamin B. Blanchet, an officer
     of the Company. (Q)(v)

10.48     Form of Promissory Note dated August 1, 1997, in a
     principal amount of $100,000, made by Mr. Benjamin B.
     Blanchet in favor of the Company. (Q)(vi)

11.     Not applicable.

12.     Not applicable.

13.     Not applicable

16.     Not applicable.

18.     Not applicable.

19.     Not applicable.

21.     Subsidiaries of the Registrant

         XCL-China Ltd.
         XCL-China LubeOil Ltd.
         XCL-China Coal Methane Ltd.
         XCL-Texas, Inc.
         XCL-Acquisitions, Inc.
         The Exploration Company of Louisiana, Inc.
         XCL Land Ltd.

22.     Not applicable.

23      Consents of Experts and Counsel:

23.1     Coopers & Lybrand *

23.2     H.J. Gruy & Associates, Inc. *

24.     Not applicable.

27.1     Financial Data Schedule for year ended December 31, 1997  *

27.2     Restated Financial Data Schedule for the year ended
     December 31, 1996 and the three, six and nine month periods
     ended March 31, June 30 and September 30, 1997 +

99.1     Reserve Report dated January 1, 1998 prepared by H.J.
     Gruy & Associates, Inc. *

99.2     Glossary of Terms *

------------
*     Filed with Form 10-K.
+     Filed with this Amendment No. 1.

(A)     Incorporated by reference to the Registration Statement
     on Form 8-B filed on July 28, 1988, where it appears as
     Exhibits 3(c).

(B)     Incorporated by reference to a Registration Statement on
     Form S-3 (File No. 33-68552) where it appears as Exhibit
     10.1.

(C)     Incorporated by reference to Post-Effective Amendment No.
     2 to Registration Statement on Form S-3 (File No. 33-68552)
     where it appears as: (i) Exhibit 4.29; (ii) Exhibit 4.30;
     and (iii) through (v) Exhibits 4.34 through 4.36,
     respectively.

(D)     Incorporated by reference to Amendment No. 1 to Annual
     Report on Form 10-K filed April 15, 1994, where it appears
     as:  (i) Exhibit 4.32; (ii) Exhibit 4.36; (iii) Exhibit
     4.37; (iv) through (v) Exhibit 10.41 through Exhibit 10.47,
     respectively; and (v) Exhibit 10.49.

(E)     Incorporated by reference to an Annual Report on Form 10K
     for the fiscal year ended December 31, 1990, filed April 1,
     1991, where it appears as Exhibit 10.27.

(F)     Incorporated by reference to Amendment No. 1 to an Annual
     Report on Form 10-K/A No. 1 for the fiscal year ended
     December 31, 1994, filed April 17, 1995, where it appears
     as: (i) through (ii) Exhibits 10.22 through 10.23,
     respectively.

(G)     Incorporated by reference to Quarterly Report on  Form
     10-Q  for the quarter ended March  31,  1995, filed  May
     15, 1995, where it appears as: (i)  Exhibit  10.26; and (ii)
     Exhibit 10.28.

(H)     Incorporated  by reference to Quarterly  Report  on Form
     10-Q for the quarter ended June 30, 1995,  filed August 14,
     1995, where it appears as: (i) through  (v) Exhibits 10.29
     through 10.33, respectively.

(I)     Incorporated by reference to Quarterly  Report on  Form
     10-Q for the quarter ended September 30, 1995, filed
     November  13, 1995, where it  appears  as Exhibit 10.35.

(J)     Incorporated by reference to Annual Report  on Form  10-K
     for the year ended December 31, 1995,  filed April 15, 1996,
     where it appears as:  (i) through  (iii) Exhibits  4.28
     through  4.30,  respectively;  and  (iv)  Exhibit 10.31 and
     (v) through (vii) Exhibits 10.33 through 10.36,
     respectively.

(K)     Incorporated by reference to Quarterly Report on Form 10-
     Q for the quarter ended March 31, 1996, filed May 15, 1996,
     where it appears as Exhibit 10.37.

(L)      Incorporated by reference to Quarterly Report on Form 10-
     Q for the quarter ended June 30, 1996, filed August 14,
     1996, where it appears as Exhibit 10.38.

(M)     Incorporated by reference to Quarterly Report on Form 10-
     Q for the quarter ended September 30, 1996, filed November
     14, 1996, where it appears as (i) through (iii) Exhibits
     4.32 through 4.34.

(N)     Incorporated by reference to Annual Report on Form 10-K
     for the year ended December 31, 1996, filed April 15, 1997,
     where it appears as (i) through (iii) Exhibits 4.35 through
     4.38; (iv) Exhibit 4.40;  and (v) through (xvi) Exhibits
     10.39 through 10.50.

(O)     Incorporated by reference to Current Report on Form 8-K
     dated May 20, 1997, filed June 3, 1997, where it appears as
     (i) through (ix) Exhibits 4.1 through 4.9 and (x) through
     (xviii) Exhibits 10.51 through 10.59.

(P)     Incorporated by reference to Quarterly Report on Form 10-
     Q for the quarter ended June 30, 1997, filed August 14,
     1997, where it appears as (i) and (ii) Exhibits 10.60 and
     10.61.

(Q)     Incorporated by reference to Quarterly Report on Form 10-
     Q for the quarter ended September 30, 1997, filed November
     14, 1997, where it appears as (i) Exhibit 4.52; and (ii)
     through (vi) Exhibits 10.61 through 10.66.

                           SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of  the
Securities Exchange Act of  1934, the registrant has duly  caused
this  report  to  be  signed on its behalf  by  the  undersigned,
thereunto duly authorized.

                                               XCL LTD.

                                        /s/ Lisha C. Falk
April 22, 1998                    By:_________________________________
                                             Lisha C. Falk
                                          Corporate Secretary