TRITON ENERGY LTD
8-K, 1996-07-02
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                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549


                                   FORM 8-K

                                CURRENT REPORT


    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


 Date of Report (Date of earliest event reported)         June 28, 1996



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



   Cayman Islands                         1-11675               None
 (State or other jurisdiction of        (Commission          (IRS Employer
       incorporation)                   File Number)     Identification No.)


              Caledonian House, Mary Street
                  P.O.Box 1043
                   George Town
              Grand Cayman, Cayman Islands                   NA
         (Address of principal executive offices)         (Zip Code)


    Registrant's telephone number, including area code (809) 949-0050



                                   N/A
        (Former name or former address, if changed since last report)



ITEM 5.  OTHER EVENTS.

     Triton  Energy  Limited  (the "Company") issued a Press Release reporting
the  acceptance  of  the all-cash takeover bid made by Clyde Petroleum plc for
the  outstanding shares of Crusader Limited, the Company's Australia-based oil
and  gas  affiliate,  a  copy  of which is filed as an exhibit to this Current
Report on Form 8-K.



ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.               Description

99.1          Press release dated May 16, 1996.



                                  SIGNATURES


     Pursuant  to the requirements of the Securities Exchange Act of 1934, the
registrant    has  duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                         TRITON ENERGY LIMITED



Date: July 2, 1996               By:    /s/Robert B. Holland, III
                                      Robert B. Holland, III, Senior Vice
                                      President and General Counsel





                                                                  EXHIBIT 99.1
                       TRITON ACCEPTS CLYDE'S INCREASED
                      TAKEOVER BID FOR CRUSADER LIMITED

DALLAS,  TEXAS--June  28,  1996 - Triton Energy announces that it has accepted
Clyde  Petroleum  plc's  increased  offer for an all-cash takeover bid for all
outstanding  shares  of  Crusader  Limited.    Net  proceeds  from the sale of
Triton's  53.2 million Crusader shares would be approximately US$69 million at
the  current  exchange  rate  of  A$.79 per U.S. dollar.  Crusader is Triton's
Australia-based oil and gas affiliate.

Clyde  increased  its offer to purchase all Crusader shares not owned by Clyde
by  A$.05  to  A$1.67.    The  action  followed  Clyde's exercise of an option
previously  granted  by  Triton  to  purchase  approximately 10% of Crusader's
outstanding  shares,  or  about  20%  of  Triton's Crusader shareholdings, for
A$1.62  per  share.    The  increase  applies  to  Triton's remaining Crusader
holding,  which  constitutes  80%  of  Triton's  original position.  The A$.05
increase  to  A$1.67 applies to all outstanding shares of Crusader not already
owned by Clyde, including Triton's remaining holdings.

Triton expects to book a second-quarter after-tax gain of approximately US$1.7
million  on the sale of the optioned shares and a third-quarter after-tax gain
of approximately US$8.6 million on the sale of its remaining shares to Clyde.

Clyde's  increased  offer was conditioned on Clyde being entitled to a minimum
of  50.1% of Crusader shares by 5:00 p.m. Sydney time June 28, 1996.  Triton's
acceptance  of  Clyde's  offer satisfied this condition.  Other conditions are
expected  to  be  satisfied  next  week,  with  the closing of the sale of the
nonoptioned shares expected to follow in mid-July.

Clyde  is  a  leading  British  independent  exploration  and production group
operating  on  an  international  basis.    It has production interests in the
United  Kingdom,  the Netherlands and Indonesia, with exploration interests in
those  countries,  as  well  as  in  other  selected  areas,  including  three
exploration licenses in northwest Australia.

Triton Energy Limited (NYSE:  OIL) is a Dallas-based international oil and gas
exploration  company  primarily focused on high-potential prospects around the
world.    The Company has participated in several major discoveries, including
the  Cusiana and Cupiagua oil fields in Colombia, considered to be the Western
Hemisphere's  largest  oil find since Alaska's Prudhoe Bay, and the Cakerawala
gas  field  in  the  Malaysia-Thailand  Joint  Development Area in the Gulf of
Thailand.    In  addition,  Triton  has  exploration  activities  under way in
Argentina,  China,  Colombia, Ecuador, Guatemala and Italy, and is negotiating
oil and gas opportunities in other countries.

                                     ###

Contact:    W.  Greg  Dunlevy,  Crystal C. Bell or Lauren Childress of Triton,
214-691-5200.





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