SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES
EXCHANGE ACT OF 1934
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.)
Caledonian House,
Mary Street, P.O. Box 1043
George Town
Grand Cayman, Cayman Islands
(Address of principal executive offices)
If this form relates to the registration of a If this form relates to the
class of securities pursuant to Section 12(b) of registration of a class of
the Exchange Act and is effective pursuant to securities pursuant to
General Instruction A.(c), please check the Section 12(g) of the
following box. /x/ Exchange Act and is
effective pursuant to
General Instruction A.(d),
please check the following
box. / /
Securities Act registration statement file number to which this form relates:
333-11703
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
___________________ ______________________________
8% Convertible Preference Shares, New York Stock Exchange
par value $.01 per share, of Triton
Energy Limited
Securities to be registered pursuant to Section 12(g) of the Act:
None.
Item 1. Description of Registrant's Securities to be Registered.
The description of the Registrant's 8% Convertible Preference Shares
required by this Item is incorporated by reference from the "Description of
the 8% Preference Shares" on pages S-30 through S-36 of the Registrant's
Prospectus Supplement dated November 30, 1998 to its Prospectus dated
September 25, 1998, filed with the Securities and Exchange Commission
pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the
"Securities Act").
Item 2. Exhibits
3.1 Memorandum of Association. (1)
3.2 Articles of Association. (1)
4.1 Rights Agreement dated as of March 25, 1996, between the Registrant and
Chemical Bank, as Rights Agent. (1)
4.2 Amendment No. 1 to Rights Agreement dated as of August 2, 1996, between
the Registrant and Chemical Bank, as Rights Agent. (2)
4.3 Amendment No. 2 to Rights Agreement dated as of August 30, 1998, between
the Registrant and the Chase Manhattan Bank (as successor by merger to
Chemical Bank), as Rights Agent. (3)
4.4 Unanimous Written Consent of the Board of Directors Authorizing a Series
of Preference Shares. (4)
4.5 Prospectus Supplement dated November 30, 1998 to the Registrant's
Prospectus dated September 25, 1998. (5)
_______________________
(1) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-3 (No. 333-08005) and incorporated herein by
reference.
(2) Previously filed as an exhibit to the Registrant's Registration
Statement on Form 8-A/A (Amendment No. 1) dated August 14, 1996 and
incorporated herein by reference.
(3) Previously filed as an exhibit to the Registrant's Registration
Statement on Form 8-A/A (Amendment No. 2) dated October 2, 1998 and
incorporated herein by reference.
(4) Previously filed as an exhibit to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1998 and incorporated
herein by reference.
(5) Previously filed pursuant to Rule 424(b)(5) under the Securities Act and
incorporated herein by reference.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
Date: December 21, 1998 TRITON ENERGY LIMITED
By: /s/ James C. Musselman
______________________
Name: James C. Musselman
Title: President and Interim Chief
Executive Officer
Exhibit Index
3.1 Memorandum of Association. (1)
3.2 Articles of Association. (1)
4.1 Rights Agreement dated as of March 25, 1996, between the Registrant and
Chemical Bank, as Rights Agent. (1)
4.2 Amendment No. 1 to Rights Agreement dated as of August 2, 1996, between
the Registrant and Chemical Bank, as Rights Agent. (2)
4.3 Amendment No. 2 to Rights Agreement dated as of August 30, 1998, between
the Registrant and the Chase Manhattan Bank (as successor by merger to
Chemical Bank), as Rights Agent. (3)
4.4 Unanimous Written Consent of the Board of Directors Authorizing a Series
of Preference Shares. (4)
4.5 Prospectus Supplement dated November 30, 1998 to the Registrant's
Prospectus dated September 25, 1998. (5)
__________________________________
(1) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-3 (No. 333-08005) and incorporated herein by
reference.
(2) Previously filed as an exhibit to the Registrant's Registration
Statement on Form 8-A/A (Amendment No. 1) dated August 14, 1996 and
incorporated herein by reference.
(3) Previously filed as an exhibit to the Registrant's Registration
Statement on Form 8-A/A (Amendment No. 2) dated October 2, 1998 and
incorporated herein by reference.
(4) Previously filed as an exhibit to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1998 and incorporated
herein by reference.
(5) Previously filed pursuant to Rule 424(b)(5) under the Securities Act and
incorporated herein by reference.
