FACE OF COMMON STOCK CERTIFICATE OF XCL LTD.
                             [GREEN BORDER]
NUMBER                                          SHARES


                                XCL LTD.
           Amended Series B, Cumulative Convertible
            Preferred Stock, Par Value $1.00 Each
                                                  See Reverse Side for
                                                  Certain Definitions

The Corporation will furnish without charge to any sharheolder who so
requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limiations or restrictions of
such preferences and/or rights


THIS IS TO CERTIFY THAT----------------------------------------------------
---------------------------------------------------------------------------

IS THE OWNER OF----------------------------------------------------------

 Fully Paid and Non-Assessable Shares of the Amended Series B Cumulative
                     Convertible Preferred Stock of
                                XCL Ltd.
transferable on the books  of  the Corporation by the holder hereof in
person  or  by duly  authorized  Attorney, upon surrender  of  this
Certificate properly  endorsed.

      WITNESS,  the  seal of the Corporation and the signatures of its
duly authorized officers.

Dated:_____________________


__________________________                _______________________     
      Secretary/Treasurer                  President


                        [REVERSE OF CERTIFICATE]
                                    
                                XCL Ltd.
                                    
     The following abbreviations, when used in the inscription on the
face of this certificate, shall be construed as though  they were
written  out  in  full  according  to  applicable  laws  or regulations:

TEN COM - as tenants in common              UNIF GIFT MIN ACT  -
                                                   ______ Custodian
TEN ENT - as tenants by the entireties      Under  Uniform Gifts to Minors
JT TEN - as joint tenants with right        Act___________________________
         of survivorship and not as                      (State)
         tenants in common

Additional abbreviations may also be used though not in the above list.

                               ASSIGNMENT
For  Value Received, ___ hereby  sell, assign and transfer unto
(Please  insert Social Security or other Identifying   Number  of
Assignee) ______________________________________________________
_________________________________________________________________
(Please print or typewrite name and address, including postal zip code,
                       of assignee)
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________

Shares represented by the within Certificate,  and do     hereby
irrevocably     constitute     and     appoint
_______________________________________________________________ Attorney
to  transfer  the  said Shares on the books  of  the  within named
Corporation, with full power of substitution in the premises.

Dated_________________________
                                   _________________________
 In presence of
_____________________________