XCL LTD.

                     WARRANT CERTIFICATE

THE  WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE
SHARES  OF COMMON  STOCK  ISSUABLE UPON EXERCISE OF THE
WARRANTS  ("SHARES") 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, AND UPON
EXERCISE, THE  SHARES, MAY  BE  MADE   UNLESS  (i)
REGISTERED  UNDER  THE  ACT  AND  ANY APPLICABLE  STATE
SECURITIES OR BLUE SKY LAWS OR  (ii)  XCL  LTD. (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.
                                   No. NB-9

                     WARRANTS TO PURCHASE
                   COMMON STOCK OF XCL LTD.


              Initial Issuance on February 6, 1997
    Void after 5:00 p.m. New York Time, December 31, 1999
                              
                              
          THIS CERTIFIES THAT, for value received, Donald A.
& Joanne R.  Westerberg  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 February 6, 1997 and until  5:00 p.m.,
New  York  time,  on December 31,  1999  (the  "Expiration
Date"),  subject  to  the conditions set  forth  herein,  at
the initial  exercise price of $0.25 per share (the "Initial
Exercise Price"), subject to adjustment as set forth herein
(the "Exercise Price"), up to an aggregate of TWO HUNDRED
FORTY-ONE THOUSAND SIX HUNDRED  SIXTY  (241,660)  fully paid
and  non-assessable  common shares,  par value $0.01 per
share (the "Common Stock"),  of  the Company  (the
"Shares"),  subject to adjustement  as  set  forth herein,
upon  surrender  of this amended  and  restated  warrant
certificate (the "Certificate") and payment of the Exercise
Price multiplied  by the number of Shares in respect of
which  Warrants are  then being exercised (the "Purchase
Price") at the principal office  of the Company presently
located at 110 Rue Jean Lafitte, Lafayette, LA 70508, United
States of America.

                1.       Exercise of Warrants.
                         --------------------

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

         (b)      Subject  to compliance with all  of  the
conditions set forth herein, the Holder shall have the
right  at any time and from time to time after February 6,
1997 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.,
New York 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.  Such  share certificate  or
share certificates representing the Shares  shall bear a
restrictive legend in substantially the form of Exhibit  A
attahced  hereto and made a part hereof. The Company  shall
also issue  a  "stop  transfer" or similar instruction or
order  with respect  to  the Shares purchased upon exercise of
the  Warrants that  shall  be in effect at Chase Mellon
Shareholders  Services, Independent  Registrars Group Limited
or any  successor  transfer agent for the Common Stock of the
Company (the "Transfer Agent").

      2.         Elimination  of  Fractional  Interests. The
Company  shall not be required to issue certificates
representing fractions of Shares and shall not be required to
issue  scrip  in lieu  of fractional interests.  Instead of any
fractional  Shares that would otherwise be issuable to the
Holder, the Company shall pay to the Holder a cash adjustment
in respect of such fractional interest  in an amount equal to
such fractional interest  of  the then-current  Market Price
per share (as defined in Section  8(f) hereof).

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

       4.        Compliance  with  U.S.  Securities  Laws. The
Warrants  and  the  Shares  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, except
pursuant to the requirements of  Section 5 hereof. No offer,
sale, transfer, pledge  or  other disposition   (collectively,
a  "Disposal")  of   the   Warrants represented by this
Certificate or the Shares 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.     Piggyback Registration.  If, at
any time after  the  initial issuance date of the Warrants
represented  by this  Certificate, the Company proposes to prepare
and  file  any new  registration statement under the Securities Act
covering the public sale of Common Stock of the Company for cash (in
any case, other  than  in  connection  with an  employee  benefit
plan,  a dividend reinvestment plan or pursuant to a registration
statement   on   Forms  S-4  or  S-8  or  any   successor   form)
(collectively, a "Registration Statement"), it will give  written
notice by certified or registered mail, at least thirty (30) days
prior  to the filing of each such Registration Statement, to  the
Holder  of  its intention to do so.  If the Holder  notifies  the
Company within fifteen (15) days after receipt of any such notice
of  such Holder's desire to include in such proposed
Registration Statement  any shares of Common Stock issued or
issuable  to  the Holder  upon  exercise of the Holder's
Warrants (the "Registrable Shares")  (which notice shall
specify the number  of  Registrable Shares owned by the Holder
and the number intended to be disposed of  by  the Holder), the
Company shall use reasonable efforts  to include,  to the
extent possible, in such Registration  Statement the  number of
Registrable Shares which the Company has  been  so requested
to register by the Holder, at the Company's sole  cost and
expense and at no cost or expense to the Holder, except that
the  Holder  shall  pay  (i)  all underwriters'  broker-
dealers', placement agents' and similar selling discounts,
commissions  and fees  relating  to  the  Holder's Registrable
Shares,  (ii)  all registration and filing fees imposed under
the Securities Act, by any  stock exchange or under applicable
state securities or  blue sky  laws  based  on the Holder's
Registrable Shares,  (iii)  all transfer,  franchise,  capital
stock  and  other  taxes,  if  any applicable to the Holder's
Registrable Shares, and (iv) any costs and  expenses  of  legal
counsel, accountants or  other  advisors retained  by  the
Holder (collectively, the "Holder's Expenses"), all of which
shall be paid by the Holder; provided that;

                    (a)     anything in this Section 5 to the
contrary notwithstanding,  if the Company's securities so
registered  for sale  are to be distributed in an underwritten
offering  and  the managing  underwriter  shall advise  the
Company  that,  in  its opinion, the amount of securities to be
offered should be limited in order to assure a successful  offering,  
the amount of Registrable Shares to be included in such Registration
Statement shall  be  so  limited and shall be allocated among
the  persons selling such securities in the following order of
priority:  (A) first  to  be  registered  will be  the  securities  
the Company proposes  to  sell,  (B)  next  to  be  registered
will  be  the securities  subject to any demand registration
rights granted  by the Company, (C) next to be registered will
be securities subject to  any  piggyback  registration rights
granted  by  the  Company before the initial issuance date of
the Warrants, and (D) next to be registered will be the
Registrable Shares and any other shares of  Common Stock
subject to similar piggyback registration rights granted  by
the Company in proportion, as nearly as practicable, to  the
number of shares of Common Stock desired and eligible  to be
sold by each holder of such shares of Common Stock, provided,
however, in no event shall the securities the Company proposes
to sell  constitute less than 75% of the total amount of
securities so to be offered; and

                    (b)     anything in this Section 5 to the
contrary notwithstanding, the Company shall not be required to
include any of the Holder's Registrable Shares in a
registration statement if in the written opinion of legal counsel 
to the Company the securities for which registration is requested 
may be sold publicly without registration under the Securities Act; and

          (c)      if the securities or blue sky laws of any
jurisdiction  in which the securities so registered are
proposed to  be  offered  would require the Holder's  payment
of  greater registration  expenses  than  those otherwise
required  by  this Section 5 and if the Company shall
determine, in good faith, that the offering of such securities
in such jurisdiction is necessary for  the successful
consummation of the registered offering, then the  Holder
shall  either  agree  to  pay  the  portion  of  the
registration expenses required by the securities or blue sky
laws of  such  jurisdiction to be paid by the Holder or
withdraw  its request   for  inclusion  of  its  Registrable
Shares  in   such registration; and

          (d)      notwithstanding the  provisions  of  this
Section  5, the Company shall have the right at any time and
for any  reason  or  for no reason after it shall have given
written notice  pursuant  to this paragraph (irrespective  of
whether  a written  request for inclusion of any such
securities shall  have been  made)  to elect not to file any
such proposed  Registration Statement, or to withdraw the same
after the filing but prior  to the effective date thereof and,
thereupon, shall be relieved from its obligation to proceed
with such registration; and

          (e)       the  Holder,  as  a  condition  to  the
inclusion of any of his Registrable Shares in any such
registered offering,  shall  execute all such customry selling
shareholders agreements  as  the  Company  may  request,
including,   without limitation, any underwriting agreement
which may be applicable to any such registered offering.

          6.     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.

          7.     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 and date, in lieu thereof.

          8.       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
all issued  and outstanding 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   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 8(f) hereof), 
or (ii) issue or sell options, rights or warrants to subscribe 
for or purchase Common Stock at a price per share  less than the 
Market Price per share of Common Stock  (as defined  in  Section 
8(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
8(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 Series  A, Cumulative Convertible 
Preferred Stock (and the shares of  Common  Stock  issuable  upon 
conversion  of  such Preferred Stock), outstanding on the date hereof, 
(v) the Company's  shares of Series B, Cumulative Preferred Stock (and
the shares of Common Stock  issuable  in  lieu  of dividend
and  redemption  payments thereunder), outstanding on the date
hereof or (w) the  Company's shares  of Series E, Cumulative
Convertible Preferred Stock  (and the  shares  of such
Preferred Stock issued in lieu  of  dividend payments
thereunder  and shares of Common  Stock  issuable  upon
conversion  of  such Preferred Stock), 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 8(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 8, 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
8, and the "Market Value per share"  of Common  Stock on any
date shall be deemed to be the  closing  bid price  on  the
date of the issuance of the securities  for  which such
computation  is being made, as reported  on  the  principal
United  States securities exchange on which the Common  Stock
is listed or admitted to trading or if the Common Stock is not
then listed  on any United States stock exchange, the average
of  the closing  sales price on each such day during such 20
day  period, in  the case of the Market Price computation, or
on such date  of issuance,  in  the case of the Market Value
computation,  in  the over-the-counter  market as reported by
the National  Association of Securities Dealers' Automated
Quotation System ("NASDAQ"), or, if  not  so  reported, the
average of the closing bid  and  asked prices on each such day
during such 20 day period in the case  of the Market Price
computation, or on such date of issuance, in the case  of  the
Market Value computation, as reported in the  "pink sheets"
published by the National Quotation Bureau, Inc.  or  any
successor  thereof,  or, if not so quoted,  the  average  of
the middle  market quotations for such 20 day period in the
case  of the Market Price computation, or on such date of
issuance, in the case  of  the Market Value computation, as
reported on the  daily official  list of the prices of stock
listed on The London  Stock Exchange  Limited  ("The  Stock
Exchange Daily  Official  List"). "Trading  day"  means  any
day on  which  the  Common  Stock  is available for trading on
the applicable securities exchange or in the applicable
securities market.  In the case of Market Price or Market
Value  computations based on  The  Stock  Exchange  Daily
Official  List,  the  Market  Price  or  Market  Value  shall
be converted  into  United States dollars at the  then  spot
market exchange rate of pounds sterling (UK) into United States
dollars as  quoted  by Chase Manhattan Bank, N.A., 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 $.02 in such
price;  provided that any adjustments which by reason of this
Section 8(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 $.02 (or more) upon the happening of one 
or more of the events specified  in Sections 8(b), (c) or (i).  All
calculations  under this  Section 8 shall be made to the
nearest cent and the nearest whole share.

     (h)        If  at  any  time, as a  result  of an
adjustment  made  pursuant to Section 8(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  8,  
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  8
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 8(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.

           9.              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 distribution 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  consolidation  or merger) or a sale  of  all  or
    sub stantially  all of its property, assets and
    business  as an  entirety shall be approved by the
    Company's Board of Directors;  or
    
               (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.

        10.     Reservation and Listing of Securities.
                -------------------------------------

          (a)  The Company covenants and agrees that at  all
times during the period after February 6, 1997, 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.

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

               12.     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.

                13.      Registered Holder.  The Company may
deem and  treat the registered Holder hereof as the absolute
owner  of this   Certificate  and  the  Warrants  represented
hereby  (not withstanding  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.

                 14.       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 confirmed  by sending  a similar mailed writing, if to the
Holder, to the  last address  of  such Holder as it shall appear
on the books  of  the Company  maintained at the Company's
principal office or to  such other address as the Holder may
have specified to the Company  in writing.

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

          16.       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
accord ance with, the laws of said state, without regard to the conflict
of laws provisions thereof.

IN  WITNESS WHEREOF, the Company has caused this Warrant
Certifi cate  to  be duly executed by its duly authorized
officers  under its corporate seal.

Dated: February 6, 1997


                                          XCL LTD.



                             By:________________________________
                                  David A. Melman
                                   Executive Vice President,
                                   General Counsel and Secretary



Attest:


________________________________
Assistant Secretary

Agreed to and accepted
as of February 6, 1997 by

________________________________
Donald A. Westerberg


___________________________
Joanne R. Westerberg



                           XCL LTD.
                               
                           EXHIBIT A
                               
                      RESTRICTIVE LEGEND
                               
                               
THE  SECURITIES  REPRESENTED BY THIS CERTIFICATE  HAVE  NOT
BEEN REGISTERED  UNDER THE UNITED STATES SECURITIES ACT  OF
1933,  AS AMENDED,  OR  ANY OTHER FEDERAL OR STATE SECURITIES
LAWS  OF  THE UNITED  STATES  OF  AMERICA.  THE SHARES HAVE
BEEN  ACQUIRED  FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR
SALE IN CONNECTION WITH ANY  DISTRIBUTION THEREOF  WITHIN THE
MEANING OF  THE  SECURITIES ACT OF 1933, AS AMENDED, APPLICABLE
STATE SECURITIES LAWS AND THE RULES  AND REGULATIONS OF THE
SECURITIES AND EXCHANGE COMMISSION, AND MAY NOT BE SOLD OR
TRANSFERRED EXCEPT IN COMPLIANCE WITH SUCH LAWS.


                         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 purchaseable under this Warrant
Certificate that  a new Warrant Certificate for the balance
remaining of  the Shares  purchaseable under this Warrant
Certificate be registered in  the  name of the undersigned
Warrant Holder and delivered  to the registered 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