FACE OF COMMON STOCK CERTIFICATE OF XCL LTD.
                                
                          [RED BORDER]

NUMBER                          [XCL LOGO]               SHARES
A

                            XCL LTD.
           Incorporated under the Laws of the State  of  Delaware
CUSIP 983701 10 3

COMMON  SHARES                         See Reverse for Certain Definitions

  This Certificate is Transferable in New York or Ilford, Essex
                                
THIS IS TO CERTIFY THAT



IS THE REGISTERED HOLDER OF

 Fully-Paid and Non-Assessable Common Shaers with $.01 Par Value
                               of
                            XCL Ltd.
(hereinafter called the "Corporation") transferable only  on  the
books  of  the Corporation by the holder hereof in person  or  by
duly  authorized  attorney, upon surrender  of  this  certificate
properly  endorsed.  This certificate and the shares  represented
hereby  are issued and shall beheld subject to all the provisions
of  the  Articles of Incorporation of the Corporation, as now  or
hereafter  amended,  to  all of which the  holder  by  acceptance
hereof assents.

      This  Certificate is not valid unless countersigned by  the
Transfer Agent and registered by the Registrar.

      WITNESS,  the  facsimile signatures of the duly  authorized
officers of the Corporation.

Dated:

    /s/ Lisha C. Falk                         /s/ John  T. Chandler
          Secretary                              President

Countersigned and Registered:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Transfer Agent and Registrar

By:

Authorized Signature
                    [REVERSE OF CERTIFICATE]
                                
                            XCL Ltd.
                                
      This  corporation  will  furnish to  any  shareholder  upon
request  and  without  charge,  a summary  of  the  designations,
relative rights, preferences and limitation of the shares of each
class and of each series of preferred or special class, so far as
the  same  have  been fixed, and the authority of  the  Board  to
establish other series and to fix the relative rights, preferencs
and limitations of the shares of any class or series by amendment
of the articles.

     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)_______________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________

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

Dated_________________________
                                   X____________________________
                                        (Signature)

NOTICE:  The signature(s) to this assignment must correspond
with the name(s) as written        X_____________________________
upon the face of the Certificate without     (Signature)
alteration or any change whatever.

                               The  signature(s)  should  be guaranteed by an
                               eligible guarantor institution (banks,
                               stockbrokers, savings and loan associations
                               and   credit   unions   with membership in an
                               approved  signature guarantee program),
                               pursuant to S.E.C. Rule 17Ad-15.

                                   Signature(s) Guaranteed By:

          FACE OF COMMON STOCK CERTIFICATE OF XCL LTD.
                                
                          [RED BORDER]

NUMBER                          [XCL LOGO]               SHARES
B

                            XCL LTD.
           Incorporated under the Laws of the State  of  Delaware
CUSIP 983701 10 3

COMMON  SHARES                            See Reverse for Certain Definitions

  This Certificate is Transferable in New York or Ilford, Essex
                                
THIS IS TO CERTIFY THAT



IS THE REGISTERED HOLDER OF

 Fully-Paid and Non-Assessable Common Shaers with $.01 Par Value
                               of
                            XCL Ltd.
(hereinafter called the "Corporation") transferable only  on  the
books  of  the Corporation by the holder hereof in person  or  by
duly  authorized  attorney, upon surrender  of  this  certificate
properly  endorsed.  This certificate and the shares  represented
hereby  are issued and shall beheld subject to all the provisions
of  the  Articles of Incorporation of the Corporation, as now  or
hereafter  amended,  to  all of which the  holder  by  acceptance
hereof assents.

      This  Certificate is not valid unless countersigned by  the
Transfer Agent and registered by the Registrar.

      WITNESS,  the  facsimile signatures of the duly  authorized
officers of the Corporation.

Dated:

     /s/ Lisha C. Falk                         /s/ John  T. Chandler
          Secretary                              President

Countersigned and Registered:
IRG plc
U.K. Transfer Agent

By:

Authorized Signature
                    [REVERSE OF CERTIFICATE]
                                
                            XCL Ltd.
                                
      This  corporation  will  furnish to  any  shareholder  upon
request  and  without  charge,  a summary  of  the  designations,
relative rights, preferences and limitation of the shares of each
class and of each series of preferred or special class, so far as
the  same  have  been fixed, and the authority of  the  Board  to
establish other series and to fix the relative rights, preferencs
and limitations of the shares of any class or series by amendment
of the articles.

     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)
_________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
of  the capital stock represented by the within Certificate,  and
do      hereby     irrevocably     constitute     and     appoint
_______________________________________________________________Attorney
to  transfer  the  said stock on the books  of  the  within-named
Corporation, with full power of substitution in the premises.

Dated_________________________
                                   X____________________________
                                        (Signature)
NOTICE:  The signature(s) to this assignment
must correspond with the name(s) as written X_____________________________
upon the face of the Certificate without         (Signature)
alteration or any change whatever.

                             The  signature(s)  should  be guaranteed by an
                             eligible guarantor institution (banks,
                             stockbrokers, savings and loan associations
                             and   credit   unions   with membership in an
                             approved  signature guarantee program),
                             pursuant to S.E.C. Rule 17Ad-15.

                                   Signature(s) Guaranteed By: