As filed with the Securities and Exchange Commission on April 2, 1996
Registration No. 33-45847
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
Post-Effective
Amendment No. 3
to
FORM S-3
of
TRITON ENERGY CORPORATION
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________________
TRITON ENERGY LIMITED
(Exact name of registrant as specified in its charter)
_________________________
Cayman Islands None
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
<PAGE>
Caledonian House
Mary Street, P.O. Box 1043
George Town
Grand Cayman, Cayman Islands
(809) 949-0050
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
_________________________
Robert B. Holland, III, Esq.
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206-9926
(214) 691-5200
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
_________________________
Copies to:
Vincent Pagano, Jr., Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3909
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement number of the
earlier effective registration statement for the same offering. / /
_______________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / / _______________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
<PAGE>
______________________________________________________________________
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
____________________________________________________________________________
Subject to Completion, dated April 2, 1996
PROSPECTUS
1,114,044 Shares
Triton Energy Limited
Ordinary Shares
$.01 Par Value
_________________________
This Prospectus relates to an aggregate of 1,114,044 ordinary
shares, par value $.01 per share (the "Ordinary Shares"),
of Triton Energy Limited, a Cayman Islands company (the "Company"), held
by Crusader Limited, a Queensland, Australia corporation and the successor of
Crusader Oil N.L. (hereinafter referred to as "Crusader" or the "Selling
Stockholder"). See the information under the caption "Selling Stockholder"
herein. All of the shares are being offered by Crusader.
The 1,114,044 Ordinary Shares are currently held in escrow for
the benefit of the holders of Crusader's 6% Exchangeable Senior Notes due 2004
(the "Notes") and will be delivered by Crusader to the holders of the Notes
upon exchange of the Notes. In the event that the Notes are redeemed prior
to maturity or paid at maturity, the shares will be released from escrow and
may be sold by Crusader in market transactions or otherwise. See "Plan of
Distribution".
On April 1, 1996, the last reported sales price of an
Ordinary Share on the New York Stock Exchange Composite Transactions
Tape was $55 5/8.
The Company has listed the Ordinary Shares to which this Prospectus
relates on the New York Stock Exchange.
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
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
_________________________
The date of this Prospectus is , 1996.
<PAGE>
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 may be
inspected and copied at the public reference facilities maintained by the
Commission, 450 Fifth Street, N.W., Judiciary Plaza, Room 1024,
Washington, D.C. 20549; and at regional offices of the Commission at the
Citicorp Center, 500 West Madison, Suite 1400, Chicago, Illinois 60661
and at 7 World Trade Center, New York, New York 10048. Copies of such material
may be obtained by mail from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Such material may also be inspected and copied at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York 10005.
As permitted by the rules and regulations of the Commission, this
Prospectus omits certain information contained in the Registration
Statement on Form S-3, as amended (the "Registration Statement"), of which
this Prospectus is a part. For further information with respect to the
Company and the Ordinary Shares, reference is made to the Registration
Statement and the exhibits thereto. Statements made in this Prospectus as
to the contents of any contract, agreement or other document are not
necessarily complete; and while the Company believes the descriptions of
the material provisions of such contracts, agreements and other documents
contained in this Prospectus are accurate summaries of such material
provisions, reference is made to such contract, agreement or other
document filed as an exhibit to the Registration Statement for a more
complete description of the matter involved, and each such statement is
qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference in this Prospectus the
following documents previously filed with the Commission pursuant to the
Exchange Act: (i) Triton Energy Corporation's ("Triton Delaware") Annual
Report on Form 10-K for the year ended December 31, 1995, (ii) Triton
Delaware's Current Report on Form 8-K dated February 9, 1996 and (iii)
the description of the Ordinary Shares contained in the Company's
Registration Statement on Form 8-A, dated March 25, 1996.
<PAGE>
Each document filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of the Ordinary Shares
pursuant hereto shall be deemed to be incorporated by reference in this
Prospectus and to be a part of this Prospectus from the date of filing of
such document. Any statement contained in this Prospectus or in a document
incorporated or deemed to be incorporated by reference in this Prospectus
shall be deemed to be modified or superseded for purposes of the
Registration Statement and this Prospectus to the extent that a statement
contained in this Prospectus or in any subsequently filed document that
also is or is deemed to be incorporated by reference in this Prospectus
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 the Registration Statement or this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents that are incorporated by
reference in this Prospectus, other than exhibits to such documents
(unless such exhibits are specifically incorporated by reference into such
documents). Requests should be directed to Investor Relations, Triton
Energy Corporation, 6688 North Central Expressway, Suite 1400, Dallas,
Texas 75206-9926, 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 Island counsel, W.S. Walker & Company,
are residents of the Cayman Islands. All or a substantial portion of the
assets of Triton Cayman 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, Triton Cayman 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. Triton Cayman has been
advised by its Cayman Islands counsel, W.S. Walker & Company, that there
is doubt as to whether Cayman Islands courts would enforce (a) judgments
of United States courts obtained in actions against such persons or Triton
Cayman that are predicated upon the civil liability provisions of the
Securities Act or (b) in original actions brought against Triton Cayman 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.
<PAGE>
THE COMPANY
The Company is an international oil and gas exploration company
primarily engaged in exploration and production through subsidiaries and
affiliates. The Company's principal properties and operations are located
in Colombia and Malaysia-Thailand. The Company also has oil and gas
interests in other Latin American, European and Asian countries and
Australia.
The Company was formed in the Cayman Islands in 1995 and became the
parent holding company of Triton Delaware through the merger (the
"Merger") of a subsidiary of the Company with and into Triton Delaware.
The Merger was consummated on March 25, 1996. In connection with the
Merger, each share of common stock of Triton Delaware was converted into
one Ordinary Share. 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. The "Company" refers to Triton Energy Limited and its consolidated
subsidiaries (including Triton Delaware) unless otherwise indicated or the
context otherwise suggests.
SELLING STOCKHOLDER
The Company's Ordinary Shares to which this Prospectus relates are
being offered by Crusader as Selling Stockholder. At March 29, 1996,
Crusader owned 1,114,044 Ordinary Shares or approximately 3% of the
total number of Ordinary Shares outstanding. The Company currently owns
approximately 49.9% of the outstanding capital stock of Crusader. Thomas
G. Finck, Chairman of the Board and Chief Executive Officer of the Company
is currently the Chairman of the Board of Directors of Crusader, and two
other executive officers of the Company currently serve on the seven
member Board of Directors of Crusader. One director of the Company in
addition to Mr. Finck currently serves as a director of Crusader. If
Crusader exchanges or sells all the Ordinary Shares to be exchanged or
offered for sale hereunder, Crusader will not own any Ordinary Shares.
An aggregate of 1,311,000 of the shares of common stock of Triton
Delaware were issued to Crusader pursuant to the Stock Subscription and
Purchase Agreement dated June 23, 1983, by and between Triton Delaware
and Crusader, as amended. Crusader purchased 175,300 shares of common stock of
Triton Delaware in open market purchases and an additional 273,391
shares of common stock of Triton Delaware were distributed to Crusader
as stock dividends. In connection with the Merger, all of the shares of
common stock of Triton Delaware owned by Crusader were converted into Ordinary
Shares.
<PAGE>
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Ordinary Shares offered by the Selling Stockholder.
PLAN OF DISTRIBUTION
The Company has been advised that the distribution of the Ordinary
Shares by the Selling Stockholder may be effected from time to time in one
or more transactions in which holders of the Selling Stockholder's 6%
Exchangeable Senior Notes due 2004 (the "Notes") may exchange such Notes
for Ordinary Shares in accordance with the terms and conditions of each of
the Note Agreements, dated as of April 25, 1994, between Crusader and each
of the purchasers named therein.
The Company has been further advised that if the Ordinary Shares are
released from escrow upon the redemption of the Notes prior to maturity,
prepayment of the Notes at maturity or otherwise, the distribution of the
Ordinary Shares by the Selling Stockholder may be effected from time to
time in one or more transactions (which may involve block transactions)
(i) on the New York Stock Exchange or such other national security
exchanges on which the Company's Ordinary Shares are listed, in
transactions that may include special offerings and exchange distributions
pursuant to and in accordance with the rules of such exchanges, (ii) in
the over-the-counter market, or (iii) in transactions otherwise than on
such exchanges or in the over-the-counter market, or in a combination of
any such transactions. Such transactions may be effected by the Selling
Stockholder at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated prices or at fixed
prices. The Selling Stockholder may effect such transactions by selling
the Ordinary Shares to or through broker-dealers and such broker-dealers
will receive compensation in the form of discounts or commissions from the
Selling Stockholder and may receive commissions from the purchasers of the
Ordinary Shares for whom they may act as agent (which discounts or
commissions from the Selling Stockholder or such purchasers will not
exceed those customary in the type of transactions involved).
Any broker-dealers that participate with the Selling Stockholder in
the distribution of the Ordinary Shares, may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933 (the "1933
Act"), and any commissions or discounts received by such broker-dealers
and any profit on the resale of the Ordinary Shares by such broker-dealers
might be deemed to be underwriting discounts and commissions under such
act.
<PAGE>
LEGAL MATTERS
Certain legal matters in connection with the Ordinary Shares covered
by this Prospectus are being passed upon by W.S. Walker & Company, Grand
Cayman, Cayman Islands.
EXPERTS
The consolidated financial statements of Triton Energy Corporation as
of and for the year ended December 31, 1995, the seven months ended
December 31, 1994 and the years ended May 31, 1994 and 1993, incorporated
herein by reference to Triton Energy Corporation's Annual 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, 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 the
Company 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.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses payable by the Company in connection with the
offering described in this Registration Statement are as follows:
<TABLE>
<CAPTION>
<S> <C>
Registration Fee . . . . . . . . $ 9,956.51<F1>
Legal fees and expenses . . . . . 8,000.00
Accounting fees and expenses . . 5,000.00
Printing and duplicating expenses 1,000.00
Miscellaneous expenses . . . . . 1,043.49
Total . . . . . . . . . . $ 25,000.00
____________________
<FN>
<F1> Previously paid.
</TABLE>
Item 15. Indemnification of Directors and Officers.
The Company is a Cayman Islands company. Article XXXIII of the
Company's Articles of Association contains provisions with respect to
indemnification of the Company's officers and directors. Such provisions
provide that the Company 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 the Company), 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, the Company, against any liability or expense actually and
reasonably incurred by such person in respect thereof. The Company 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 the Company shall not be personally
liable to the Company or its shareholders for monetary damages for breach
of fiduciary duties as a director.
<PAGE>
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 the Company.
Item 16. Exhibits.
*4.1 - Stock Subscription and Purchase Agreement dated June
23, 1983, by and between Triton Energy Corporation and
Crusader Oil N.L. (the "Purchase Agreement") and the
Amendment to the Purchase Agreement dated June 27,
1983.
5.1 - Opinion of W.S. Walker & Co. as to the validity of
issuance of the Ordinary Shares.
23.1 - Consent of Price Waterhouse LLP
23.2 - Consent of W.S. Walker & Co. (included in Exhibit
5.1).
23.3 - Consent of DeGolyer and MacNaughton, independent
petroleum engineers.
24.1 - Powers of Attorney.
_________________________
* Previously filed.
<PAGE>
Item 17. Undertakings.
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 of 1933, as amended (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. Notwithstanding the foregoing,
any increase or decrease in the volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected on the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
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 paragraph (1)(i) and (1)(ii) above do not apply if
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934, as amended (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.
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 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to 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
<PAGE>
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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 provisions set forth in response
to Item 15, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
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-3 and
has duly caused this Post-Effective Amendment No. 3 to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of
Dallas, State of Texas, on April 1, 1996.
TRITON ENERGY LIMITED
By: /s/ Robert B. Holland, III
Senior Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 3 has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
____________________* President, Chief Executive April 1, 1996
(Thomas G. Finck) Officer, Chairman of the Board
____________________* Senior Vice President and April 1, 1996
(Peter Rugg) Chief Financial Officer
(Principal Financial and
Accounting Officer)
____________________* Director April 1, 1996
(Herbert L. Brewer)
____________________* Director April 1, 1996
(Ernest E. Cook)
____________________* Director April 1, 1996
(Ray H. Eubank)
____________________* Director April 1, 1996
(Jesse E. Hendricks)
____________________* Director April 1, 1996
(John P. Lewis)
____________________* Director April 1, 1996
(Michael E. McMahon)
____________________* Director April 1, 1996
(Sheldon R. Erikson)
<PAGE>
____________________* Director April 1, 1996
(Wellslake D. Morse, Jr.)
____________________* Director April 1, 1996
(Edwin D. Williamson)
____________________* Director April 1, 1996
(Fitzgerald S. Hudson)
___________________* Director April 1, 1996
(J. Otis Winters)
____________________* Director April 1, 1996
(John R. Huff)
*By:/s/ Robert B. Holland, III
(Robert B. Holland, III)
Attorney-in-Fact
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Pages
Description of Exhibits
5.1 - Opinion of W.S. Walker & Co. as to the validity of
issuance of the Ordinary Shares.
23.1 - Consent of Price Waterhouse, LLP
23.3 - Consent of DeGolyer and MacNaughton, independent
petroleum engineers.
24.1 - Powers of Attorney.
EXHIBIT 5.1
[Letterhead of W.S. Walker & Company]
March 29, 1996
Triton Energy Limited
Caledonian House
Mary Street
P.O. Box 1043
George Town
Grand Cayman
Dear Sirs:
We have acted as special counsel to Triton Energy Limited, a
Cayman Islands company (the "Company"), in connection with the
Registration Statement on Form S-3 (No. 33-45847) filed by the Company
under the Securities Act of 1933, as amended (the "Act"), as it became
effective under the Act, and as amended by Post-Effective Amendment No. 1
thereto, Post-Effective Amendment No.2 thereto and Post-Effective
Amendment No. 3 thereto (the "Registration Statement"), relating to
1,114,044 shares of the Company's Ordinary Shares, par value $.01 per
share (the "Shares"), held by Crusader Limited. This opinion is delivered
in connection with Post-Effective Amendment No. 3 to the Registration
Statement.
We have examined the Articles of Association and the Memorandum
of Association of the Company and such resolutions of the Board of
Directors of the Company as we have deemed necessary.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
<PAGE>
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such latter documents.
Based upon and subject to the foregoing, we are of the opinion
that the Shares have been duly authorised and validly issued and are fully
paid and nonassessable.
We are Attorneys-at-Law in the Cayman Islands and express no
opinion as to any laws other than the laws of the Cayman Islands in force
and as interpreted at the date hereof.
We hereby consent to the filing of this opinion of counsel as
Exhibit 5.1 to Post-Effective Amendment No. 3 to the Registration
Statement and to the use of our name under the caption "Legal Matters" in
the Prospectus forming a part of Post-Effective Amendment No. 3 to the
Registration Statement.
Very truly yours,
W.S. WALKER & COMPANY
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on Form S-3
(No. 33-45847) 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 Prospectus.
PRICE WATERHOUSE LLP
Dallas, Texas
April 2, 1996
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
DeGolyer and MacNaughton
One Energy Square
Dallas, Texas 75206
March 25, 1996
Triton Energy Limited
Caledonian House
Mary Street
P.O. Box 1043
George Town
Grand Cayman, Cayman Islands
Gentlemen:
We hereby consent to (i) the incorporation by reference from
Triton Energy Corporation's Annual Report on Form 10-K for the year ended
December 31, 1995 (the "Form 10-K"), and the inclusion in the Registration
Statements of Triton Energy Limited (the "Company") on Form S-8 (Nos. 2-
80978, 33-4042, 33-27203, 33-29498, 33-46968 and 33-51691) and Form S-3
(Nos. 33-11920, 33-15793, 33-17614, 33-21984, 33-23058, 33-25634, 33-
31319, 33-45847, 33-69230, 33-55347, 33-46292, 33-59567) relating to
offerings of the Company's securities of certain data from our report
signed on February 12, 1996, entitled "Appraisal Report as of December 31,
1995 on Certain Properties in Colombia Owned by Triton Colombia
Incorporated" under the caption "Properties-Reserves" in Item 2 of said
Form 10-K and (ii) the specific references to our firm under such caption
in the Form 10-K and under the caption "Experts" in such Registration
Statements, if applicable.
Very truly yours,
/s/ DeGolyer and MacNaughton
DeGOLYER and MacNAUGHTON
EXHIBIT 24.1
POWER OF ATTORNEY
Each person whose signature appears below authorizes Thomas G.
Finck, Peter Rugg and Robert B. Holland, III, or any of them, to execute
in the name of each such person who is then an officer or director of
Triton Energy Limited or Triton Energy Corporation (each a "Registrant")
and to file (i) a Registration Statement on Form S-3 relating to debt and
equity securities of Triton Energy Corporation and Triton Energy Limited,
including debt securities, guarantees, Preference Shares, Class A Ordinary
Shares, Ordinary Shares, and Warrants to Purchase preference shares, debt
securities, and any amendments thereto (and any additional Registration
Statement related thereto permitted by Rule 462(b) promulgated under the
Securities Act of 1933 (and all further amendments including post-
effective amendments thereto)) and (ii) any amendments to the Registration
Statements on Form S-8 (Nos. 2-80978, 33-4042, 33-27203, 33-29498, 33-
46968 and 33-51691) and Form S-3 (Nos. 33-11920, 33-15793, 33-17614, 33-
21984, 33-23058, 33-25634, 33-31319, 33-45847, 33-69230, 33-55347, 33-
46292, 33-59567) in each case necessary or advisable to enable the
Registrant to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange
Commission, in respect thereof, in connection with the registration of the
securities which are the subject of such Registration Statements, which
amendments may make such changes in such Registration Statements as such
attorney may deem appropriate.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Power of Attorney has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title Date
/s/ Thomas G. Finck President, Chief Executive March 26, 1996
Thomas G. Finck Officer, Director (Principal
Executive Officer)
/s/ Peter Rugg Senior Vice President and March 26, 1996
Peter Rugg Chief Financial Officer
(Principal Financial and
Accounting Officer)
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/s/Herbert L. Brewer Director March 26, 1996
Herbert L. Brewer
/s/Ernest E. Cook Director March 26, 1996
Ernest E. Cook
/s/Sheldon R. Erikson Director March 26, 1996
Sheldon R. Erikson
/s/Ray H. Eubank Director March 26, 1996
Ray H. Eubank
/s/Jesse E. Hendricks Director March 26, 1996
Jesse E. Hendricks
/s/Fitzgerald S. Hudson Director March 26, 1996
Fitzgerald S. Hudson
/s/John R. Huff Director March 26, 1996
John R. Huff
/s/John P. Lewis Director March 26, 1996
John P. Lewis
/s/Michael E. McMahon Director March 26, 1996
Michael E. McMahon
/s/Wellslake D. Morese, Jr. Director March 26, 1996
Wellslake D. Morse, Jr.
/s/Edwin D. Williamson Director March 26, 1996
Edwin D. Williamson
/s/J. Otis Winters Director March 26, 1996
J. Otis Winters
