TRITON ENERGY LTD, S-8 POS, 1996-05-15

TRITON ENERGY LTD
S-8 POS, 1996-05-15

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As filed with the Securities and Exchange Commission on May 15, 1996
Registration No. 33-4042

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post Effective Amendment No. 3
to
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

TRITON ENERGY LIMITED
(Exact name of registrant as specified in its charter)

<S> <C>
Cayman Islands None
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

Caledonian House
Mary Street, P.O. Box 1043
George Town
Grand Cayman, Cayman Islands None
(Address of principal executive offices) (Zip Code)
</TABLE>

TRITON ENERGY 1985 STOCK PLAN
TRITON ENERGY AMENDED AND RESTATED RESTRICTED STOCK PLAN

(Full title of the plans)
Robert B. Holland, III
Triton Energy Corporation
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206
(Name and address of agent for service)
(214) 691-5200
(Telephone number, including
area code, of agent for service)

PROSPECTUS

TRITON ENERGY
62,966 ORDINARY SHARES*

This Prospectus has been prepared by Triton Energy Limited, a Cayman
Islands company (the "Company"), for use upon resale by certain directors
and executive officers of the Company (the "Selling Shareholders") of up to
62,966 Ordinary Shares, par value $.01 per share ("Ordinary Shares"), of the
Company. The Selling Shareholders have acquired and/or may in
the future acquire Ordinary Shares from the Company pursuant to the exercise
of outstanding options (collectively "Options") heretofore granted
to the Selling Shareholders pursuant to the provisions of the Triton Energy
1985 Stock Plan and the Triton Energy Amended and Restated Restricted Stock
Plan (collectively referred to herein as the "Plans").

It is anticipated that the Selling Shareholders directly, through agents
designated from time to time, or through brokers, dealers or underwriters also
to be designated, may sell the Ordinary Shares from time to time on terms to
be determined at the time of sale. To the extent required, the specific
Ordinary Shares to be sold, purchase price, public offering price, names of
any such agent, broker, dealer or underwriter, and any applicable commission
or discount with respect to a particular offer will be set forth in an
accompanying Prospectus Supplement. See "Plan of Distribution." The
Ordinary Shares of the Company are traded on the New York Stock Exchange
(the "NYSE") under the symbol "OIL," and may be sold from time to time by the
Selling Shareholders either directly in private transactions, or through one
or more brokers or dealers on the NYSE, at such prices and upon such terms
as may be obtainable.

Upon any sale of the Ordinary Shares offered hereby, the Selling
Shareholders and participating agents, brokers or dealers may be deemed to be
underwriters as that term is defined in the Securities Act of 1933, as amended
(the "Securities Act"), and commissions or discounts or any profit realized on
the resale of such securities purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act. The Company
will not receive any of the proceeds from the sales by the Selling
Shareholders.

* This figure is an estimate. The Company has filed a Registration
Statement on Form S-8, Registration No. 33-4042 (of which this Prospectus
is a part), which covers the issuance by the Company of the shares issuable
upon the exercise of Options granted under the Plans. This Prospectus
covers the resale by the Selling Shareholders of an indeterminate number of
shares of Ordinary Shares acquired or that may be acquired by the Selling
Shareholders under the Plans upon the exercise of Options that have been or
may be granted to the Selling Shareholders pursuant to the Plans.
_________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is _____________, 1996.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Reports,
proxy statements and other information filed by the Company with the
Commission can be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, Room 1024,
N.W., Washington, D.C. 20549, and the regional offices of the Commission at
the Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60621-2511, and 75 Park Place, Room 1228, New York, New York 10007.
Copies of such material can be obtained from the Public Reference Section of
the Commission, Washington, D.C. 20549, at prescribed rates. The Ordinary
Shares of the Company are listed on the NYSE. Reports, proxy statements
and other information concerning the Company can also be inspected at the
office of the NYSE at 20 Broad Street, New York, New York 10005.

The Company has filed with the Commission a Registration Statement on
Form S-8 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act with respect to the Ordinary Shares to
be issued pursuant to the Plans. As permitted by the rules and regulations
of the Commission, this Prospectus does not contain all of the information
set forth or incorporated by reference in the Registration Statement.
Copies of the Registration Statement are available from the Commission upon
payment of certain fees prescribed by the Commission. Copies of the
Registration Statement are available from the Public Reference Section of the
Commission at prescribed rates.

The Company's principal executive offices are located at Caledonian
House, Mary Street, P.O. Box 1043, George Town, Grand Cayman, Cayman Islands
and the Company's telephone number is (809) 949-0050.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, which have been filed with the Commission,
are incorporated herein by reference and made a part hereof:

(i) Annual Report on Form 10-K for the year ended December 31, 1995
of Triton Energy Corporation, a Delaware corporation ("Triton Delaware");

(ii) Quarterly Report on Form 10-Q for the quarter ended March 31,
1996 of the Company;

(iii) Current Report on Form 8-K filed February 9, 1996 of Triton
Delaware; and

(iv) The description of the Ordinary Shares contained in the
Company's Registration Statement on Form 8-A dated March 25, 1996.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of Ordinary Shares to be made
hereunder shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Prospectus.

The Company will provide, without charge, to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents incorporated herein by reference
(other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates). Written or telephone requests for copies should be directed to
Investor Relations, Triton Energy Corporation, 6688 N. Central
Expressway, Suite 1400, Dallas, Texas 75206, telephone: (214)
691-5200.

ENFORCEABILITY OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS

Triton Cayman is a Cayman Islands company, certain of its officers and
directors may be residents of various jurisdictions outside the United States
and its Cayman Islands counsel are residents of the Cayman Islands. All or
a substantial portion of the assets of the Company and of such persons may be
located outside the United States. As a result, it may be difficult for
investors to effect service of process within the United States upon such
persons or to enforce in United States courts judgments obtained against
such persons in United States courts and predicated upon the civil liability
provisions of the Securities Act. Notwithstanding the foregoing, the
Company has irrevocably agreed that it may be served with process with
respect to actions based on offers and sales of securities made hereby in
the United States by serving Robert B. Holland, III, c/o Triton
Energy Corporation, 6688 North Central Expressway, Suite 1400, Dallas, Texas
75206-9926, its United States agent appointed for that purpose. The Company
has been advised by its Cayman Islands counsel that there is doubt as to
whether Cayman Islands courts would enforce (a) judgments of United States
courts obtained in actions against such person or the Company that are
predicated upon the civil liability provisions of the Securities Act
or (b) in original actions brought against the Company or such persons
predicated upon the Securities Act. There is no treaty in effect between the
United States and the Cayman Islands providing for such enforcement, and there
are grounds upon which Cayman Islands courts may not enforce judgments of
United States courts. Certain remedies available under the United States
federal securities laws would not be allowed in Cayman Islands courts as
contrary to that nation's policy.

USE OF PROCEEDS

The Company will not receive any proceeds from the sale of the
Ordinary Shares offered hereby.

SELLING SHAREHOLDERS

The Board of Directors of the Company, or a Committee appointed by the
Board, subject to the provisions of the Plan, will determine from time to time
(i) the individuals, from among the Company's full time employees and key
advisors, including directors, to whom Options will be granted, (ii) the
number of shares to be covered by each Option and (iii) the purchase price of
Ordinary Shares subject to each Option, which may be equal to or greater than
the fair market value of the Ordinary Shares on the date of grant.

The following table sets forth certain information regarding the Selling
Shareholders' beneficial ownership of Ordinary Shares as of the date of this
Prospectus and as adjusted to reflect the possible sale of all of the Ordinary
Shares covered by this Prospectus:

SHARES BENEFICIALLY NUMBER OF NUMBER OF SHARES
NAME OF SELLING OWNED PRIOR TO ORDINARY SHARES BENEFICIALLY OWNED IF
SHAREHOLDER(1) OFFERING(2) THAT COULD BE OFFERED ALL SHARES ARE SOLD(2)
- ---------------------- ------------------- --------------------- ---------------------
Thomas G. Finck 683,737 1,659 682,078
John P. Tatum 336,312 57,029 270,283
Nick De'Ath 265,231 231 265,000
Robert B. Holland, III 372,152 1,659 370,493
Peter Rugg 341,805 1,640 340,165
A.E. Turner, III 108,401 748 107,653

</TABLE>

(1) All of the Selling Shareholders are executive officers of the Company.
(2) Includes shares issuable upon exercise of all options and debentures issued
to the Selling Shareholders under all stock option and convertible
debenture plans of the Company, whether or not presently exercisable or
convertible.

PLAN OF DISTRIBUTION

The Ordinary Shares offered hereby may be sold from time to time to
purchasers directly by the Selling Shareholders. Alternatively, the Selling
Shareholders may from time to time offer the Ordinary Shares through
underwriters, dealers and agents, who may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling
Shareholders and/or the purchasers of the Ordinary Shares for whom they may
act as agent. The Selling Shareholders and any underwriters, dealers or
agents that participate in the distribution of the Ordinary Shares might be
deemed underwriters under the Securities Act, and any profit on the sale of
the Ordinary Shares by them and any discounts, commissions or concessions
received by any such underwriters, dealers or agents might be deemed to be
underwriting discounts and commissions under the Securities Act. The
Company, however, understands that the Selling Shareholders do not admit that
they are underwriters within the meaning of the Securities Act.

At the time a particular offer of the Ordinary Shares is made, to the
extent required, a Prospectus Supplement will be distributed which will set
forth the number of shares of Ordinary Shares being offered and the terms of
the offering, including the name or names of any underwriters, dealers or
agents, any discounts, commissions and other items constituting compensation
from the Selling Shareholders and any discounts, commissions or concessions
allowed or re-allowed or paid to dealers.

The Ordinary Shares may be disposed of from time to time in one or more
transactions, by sales of the Ordinary Shares or the rights thereto, by the
writing of options on the Ordinary Shares, or the granting of pledges
thereon, all at fixed offering prices, which may be changed, or at varying
prices determined at the time of sale or at negotiated prices. The Selling
Shareholders may effect these transactions by selling the Ordinary Shares to
or through broker-dealers or by pledges of the Ordinary Shares to
broker-dealers who may, from time to time, themselves effect distributions of
the Ordinary Shares or interests therein. The Company will pay all of the
expenses incident to the offering and sale of the Ordinary Shares to the
public other than underwriting discounts or commissions, brokers' fees and
the fees and expenses of any counsel to the Selling Shareholders related
thereto.

LEGAL MATTERS

Certain legal matters in connection with the validity of the Ordinary
Shares offered hereby have been passed upon for the Company by its general
counsel, Robert B. Holland, III.

EXPERTS

The consolidated financial statements of Triton Energy Corporation for
the year ended December 31, 1995, incorporated herein by reference to
Triton Delaware's Report on Form 10-K for the year ended December 31, 1995,
have been so incorporated in reliance upon the report of Price Waterhouse
LLP ("Price Waterhouse"), independent accountants, given on the authority of
said firm as experts in auditing and accounting.

Certain information with respect to the gas and oil reserves of Triton
Delaware and its subsidiaries derived from the report of DeGolyer and
MacNaughton, independent petroleum engineers, has been incorporated by
reference herein in reliance upon such firm as experts with respect to the
matters contained therein.

INDEMNIFICATION

Triton Cayman is a Cayman Islands company. Article XXXIII of Triton
Cayman's Articles of Association contains provisions with respect to
indemnification of Triton Cayman's officers and directors. Such provisions
provide that Triton Cayman shall indemnify, in accordance with and to the full
extent now or hereafter permitted by law, any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (including, without limitation, an action by or in the right of
Triton Cayman), by reason of his acting as a director, officer, employee or
agent of, or his acting in any other capacity for or on behalf of, Triton
Cayman, against any liability or expense actually and reasonably incurred by
such person in respect thereof. Triton Cayman shall also advance the expenses
of defending any such act, suit or proceeding in accordance with and to the
full extent now or hereafter permitted by law. Such indemnification and
advancement of expenses are not exclusive of any other right to
indemnification or advancement of expenses provided by law or otherwise. The
Articles of Association also provide that except under certain circumstances,
directors of Triton Cayman shall not be personally liable to Triton Cayman or
its shareholders for monetary damages for breach of fiduciary duties as a
director.

The Companies Law (1995 Revision) of the Cayman Islands does not set out
any specific restrictions on the ability of a company to indemnify officers or
directors. However, the application of basic principles and certain
Commonwealth case law which is likely to be persuasive in the Cayman Islands,
would indicate that indemnification is generally permissible except in the
event that there had been fraud or wilful default on the part of the officer
or director or reckless disregard of his duties and obligations to Triton
Cayman.

Directors and officers of Triton Cayman are also provided with
indemnification against certain liabilities pursuant to a directors and
officers liability insurance policy. Subject to applicable policy terms,
conditions and exclusions, coverage is afforded for any loss that the insureds
become legally obligated to pay by reason of any claim or claims first made
against the insureds or any of them during the policy period from any wrongful
acts that are actually or allegedly caused, committed or attempted by the
insureds prior to the end of the policy period. Wrongful acts are defined as
any actual or alleged error, misstatement, misleading statement or act,
omission, neglect or breach of duty by the insureds while acting in their
individual or collective capacities as directors or officers of Triton Cayman.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been advised
that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore
unenforceable.

No dealer, salesman or other
person has been authorized to
give any information or to make
any representation not contained
in this Prospectus in connection
with the offering made hereby.
If given or made, such information
or representation must not be
relied upon as having been authorized
by the Company. Neither the delivery
of this Prospectus nor any sale made
hereunder shall under any circumstances
create any implication that the information
contained herein is correct as of any
time subsequent to the date hereof.
This Prospectus does not constitute an
offer to sell or a solicitation of an offer
to buy any securities in any jurisdiction
to any person to whom it would be unlawful
to make such an offer or solicitation in
such jurisdiction.

ORDINARY SHARES

TRITON ENERGY LIMITED
TABLE OF CONTENTS
PAGE

Available Information . . . . . . . . . . .
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . .
Enforceability of Civil Liabilities
against Foreign Persons. . . . . . . . . .
Use of Proceeds. . . . . . . . . . . . . . .
Selling Shareholders . . . . . . . . . . .
Plan of Distribution . . . . . . . . . . .
Legal Matters . . . . . . . . . . . . . . .
Experts . . . . . . . . . . . . . . . . . .
Indemnification . . . . . . . . . . . . . .
PROSPECTUS
___________, 1996

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission"), are incorporated herein by reference
and made a part hereof:

(i) Annual Report on Form 10-K for the year ended December 31, 1995 of
Triton Energy Corporation, a Delaware corporation ("Triton Delaware");

(ii) Current Report on Form 8-K filed February 9, 1996 of Triton
Delaware; and

(iii) the description of Ordinary Shares contained in the
Registration Statement on Form 8-A dated March 25, 1996 of Triton Energy
Limited, a Cayman Islands company (the "Company").

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all of the
Ordinary Shares offered hereunder has been sold or which deregisters all of
such Ordinary Shares then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Certain legal matters in connection with the validity of the Ordinary
Shares to be offered hereby have been passed upon for the Company by
its general counsel, Robert B. Holland, III.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.

Exhibit No. Description of Exhibit

<C> <S>

4.1 Articles of Association. (1)
4.2 Memorandum of Association. (1)
4.3 Specimen Certificate of Ordinary Shares, par value $.01. (1)
4.4 Rights Agreement dated as of March 25, 1996 between Triton Cayman
and Chemical Bank, as Rights Agent. (1)
5.1 Opinion of Robert B. Holland, III. (2)
23.1 Consent of Price Waterhouse, LLP.(3)
23.2 Consent of DeGolyer and MacNaughton.(2)
23.3 Consent of Robert B. Holland, III (included in his opinion filed as
Exhibit 5.1 to this Registration Statement).(2)
24 Power of Attorney.(2)
25 None
27 None
28 None
</TABLE>

(1) Previously filed as an exhibit to the Company's Registration Statement
on Form 8-A dated March 25, 1996 and incorporated herein by reference.
(2) Previously filed.
(3) Filed herewith.

ITEM 9. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section
10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;

(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on
May 13, 1996.

TRITON ENERGY LIMITED

By: /s/ Robert B. Holland, III
Robert B. Holland, III
Senior Vice President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<S> <C> <C>
Signatures Title Date
President, Chief
/s/ Thomas G. Finck* Executive Officer
Thomas G. Finck and Director May 13, 1996
(Principal Executive Officer)

Senior Vice President and
/s/ Peter Rugg* Chief
Peter Rugg Financial Officer May 13, 1996
(Principal Financial and Accounting
Officer)

/s/ Ernest E. Cook* Director May 13, 1996
Ernest E. Cook

/s/Sheldon R. Erickson* Director May 13, 1996
Sheldon R. Erickson

/s/ Ray H. Eubank * Director May 13, 1996
Ray H. Eubank

/s/ Jesse E. Hendricks* Director May 13, 1996
Jesse E. Hendricks

/s/Fitzgerald S. Hudson Director May 13, 1996
Fitzgerald S. Hudson

/s/John R. Huff* Director May 13, 1996
John R. Huff
.
/s/ John P. Lewis* Director May 13, 1996
John P. Lewis

/s/Michael E. McMahon* Director May 13, 1996
Michael E. McMahon

/s/Wellslake D. Morse, Jr.* Director May 13, 1996
Wellslake D. Morse, Jr.

/s/Edwin D. Williamson* Director May 13, 1996
Edwin D. Williamson

</TABLE>

*By: /s/ Robert B. Holland, III
Robert B. Holland, III,
Attorney-in-fact

INDEX TO EXHIBITS

Exhibit No. Description of Exhibit

<C> <S>

4.1 Articles of Association. (1)
4.2 Memorandum of Association. (1)
4.3 Specimen Certificate of Ordinary Shares, par value $.01. (1)
4.4 Rights Agreement dated as of March 25, 1996 between Triton Cayman
and Chemical Bank, as Rights Agent. (1)
5.1 Opinion of Robert B. Holland, III.(2)
23.1 Consent of Price Waterhouse, LLP.(3)
23.2 Consent of DeGolyer and MacNaughton.(2)
23.3 Consent of Robert B. Holland, III (included in his opinion filed as
Exhibit 5.1 to this Registration Statement).(2)
24 Power of Attorney.(2)
25 None
27 None
28 None

</TABLE>

(1) Previously filed as an exhibit to the Company's Registration Statement
on Form 8-A dated March 25, 1996 and incorporated herein by reference.
(2) Previously filed.
(3) Filed herewith.

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-4042) of our report dated February 9, 1996
appearing on page F-2 of Triton Energy Corporation's Annual Report on Form
10-K for the year ended December 31, 1995. We also consent to the reference
to us under the heading "Experts" in such Registration Statement.

PRICE WATERHOUSE LLP

Dallas, Texas
May 13, 1996