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. B-__

                      WARRANTS TO PURCHASE
                    COMMON STOCK OF XCL LTD.

                Initial Issuance on March 3, 1998
       Void after 5:00 p.m. Louisiana Time, March 2, 2002

         THIS     CERTIFIES    THAT,    for    value    received,
_____________________________,   or   registered   assigns   (the
"Holder")  is the registered holder of warrants (the  "Warrants")
to   purchase   from  XCL  Ltd.,  a  Delaware  corporation   (the
"Company"), at any time or from time to time beginning  on  March
3,  1998  (the "Issue Date") and until 5:00 p.m., local time,  on
March  2, 2002 (the "Expiration Date"), subject to the conditions
set  forth  herein, at the initial exercise price  of  $5.50  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  $0.01  per  share  (the
"Common  Stock"), subject to adjustment as set forth  herein,  of
the  Company  (the  "Shares")  upon  surrender  of  this  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,
2nd Floor, 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. Secur
               ities 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
               the  Issue  Date 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  com
               pleted and signed, and upon payment to the Company
               of the Purchase Price.
          
          (c)      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.
          
          (d)      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.
          
          (e)      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.
          
          (f)       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.

     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  documen
          tary  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
               upon conversion of such Preferred Stock or 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  Nasdaq
               National  Market,  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:
     
          (a)     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
          
          (b)      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
          
          (c)     a dissolution, liquidation or winding-up of the
               Company  (other than in connection with a  consoli
               dation  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
          
          (d)      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.

          (a)      The  Company  covenants and  agrees  that  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,  representa
          tions 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  Certificate 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  con
          firmed  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.
     
     15.      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 there
          of.
     
          IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate  to be duly executed by its duly authorized  officers
under its corporate seal.

Dated: March 3, 1998

                              XCL LTD.


                         By:___________________________________
                         Name:____________________________
                         Title:___________________________



Attest:

___________________________________
Secretary

Dated: March 3, 1998


                            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