TRITON ENERGY LTD
11-K, 1999-06-24
CRUDE PETROLEUM & NATURAL GAS
Previous: COMPOST AMERICA HOLDING CO INC, 8-K, 1999-06-24
Next: TARGET LOGISTICS INC, SC 13D, 1999-06-24



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                          _____________________________

                                    FORM 11-K

             FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
               AND SIMILAR PLANS PURSUANT TO SECTION 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

(Mark  One)
[  X  ]     ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE SECURITIES
EXCHANGE  ACT  OF  1934  [FEE  REQUIRED]

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998

                                       OR

[   ]     TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT  OF  1934  [NO  FEE  REQUIRED]

                        For the transition period from ______ to ______

                         COMMISSION FILE NUMBER: 1-11675



   Full title of the plan and the address of the plan, if different from that of
                             the issuer named below:

                        TRITON EXPLORATION SERVICES, INC.
                               401(K) SAVINGS PLAN

Name  of  issuer  of the securities held pursuant to the plan and the address of
its  principal  executive  office:
                              TRITON ENERGY LIMITED
                                CALEDONIAN HOUSE
                                   MARY STREET
                                  P.O. BOX 1043
                            GEORGE TOWN, GRAND CAYMAN
                                 CAYMAN ISLANDS


Required  Information
- ---------------------

(a)           Financial Statements.

              See "Index to Financial Statements" on page F-1.

(b)           Exhibit.

The following document is an exhibit to this Form 11-K:

              Exhibit
              Number                   Document
              -------                  --------

              23.1          Consent of PricewaterhouseCoopers LLP,
                              filed herewith.



          TRITON EXPLORATION SERVICES, INC. 401(K) SAVINGS PLAN


                       INDEX TO FINANCIAL STATEMENTS
                         AND SUPPLEMENTAL SCHEDULES


<TABLE>
<CAPTION>
<S>                                                                       <C>
                                                                         Page
                                                                         ----
Financial statements:
 Report of Independent Accountants                                        F-2

Statement of Net Assets Available for Benefits, with Fund Information at
 December 31, 1998                                                        F-3

Statement of Net Assets Available for Benefits, with Fund Information at
 December 31, 1997                                                        F-4

Statement of Changes in Net Assets Available for Benefits,
 with Fund Information for the Year Ended December 31, 1998               F-5

Notes to Financial Statements                                             F-6

Supplemental schedules:
 Schedule I - Investments at December 31, 1998                            F-10
 Schedule II - Transactions in Excess of 5% of the
    Fair Market Value of the Plan Assets for
      the Year Ended December 31, 1998                                    F-11

</TABLE>
<PAGE>


                      REPORT OF INDEPENDENT ACCOUNTANTS




To  the  Participants  and  Administrator
     of  the  Triton  Exploration  Services,  Inc.  401(k)  Savings  Plan

In  our  opinion,  the  accompanying  statements  of  net  assets  available for
benefits,  with  fund  information,  and the related statement of changes in net
assets  available  for  benefits,  with fund information, present fairly, in all
material  respects,  the  net  assets  available  for  benefits  of  the  Triton
Exploration  Services,  Inc.  401(k) Savings Plan at December 31, 1998 and 1997,
and  the  changes  in  net  assets  available  for  benefits  for the year ended
December  31, 1998, in conformity with generally accepted accounting principles.
These  financial statements are the responsibility of the plan's management; our
responsibility  is  to express an opinion on these financial statements based on
our  audits.  We  conducted  our  audits  of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit  to obtain reasonable assurance about whether the financial statements are
free  of  material  misstatement.  An audit includes examining, on a test basis,
evidence  supporting  the  amounts  and disclosures in the financial statements,
assessing  the  accounting  principles  used  and  significant estimates made by
management,  and  evaluating  the  overall financial statement presentation.  We
believe  that  our  audits  provide a reasonable basis for the opinion expressed
above.

Our  audits  were  conducted  for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets Held
for Investment Purpose and Reportable Transactions are presented for the purpose
of  additional  analysis  and  are  not  a  required part of the basic financial
statements  but  are  supplementary  information  required  by the Department of
Labor's  Rules  and  Regulations for Reporting and Disclosure under the Employee
Retirement  Income Security Act of 1974.  The fund information in the statements
of  net assets available for benefits and the statement of changes in net assets
available  for  benefits is presented for purposes of additional analysis rather
than  to  present  the net assets available for plan benefits and changes in net
assets  available  for  benefits of each fund.  These supplemental schedules and
fund  information  are  the  responsibility  of  the  Plan's  management.  The
supplemental  schedules and fund information have been subjected to the auditing
procedures  applied  in the audits of the basic financial statements and, in our
opinion,  are  fairly  stated  in all material respects in relation to the basic
financial  statements  taken  as  a  whole


PRICEWATERHOUSECOOPERS  LLP

Dallas,  Texas
June  23,  1999




                        TRITON EXPLORATION SERVICES, INC.
                               401(K) SAVINGS PLAN
      STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
                                DECEMBER 31, 1998

<TABLE>
<CAPTION>

 <S>                                     <C>          <C>         <C>              <C>              <C>              <C>
                                                                     FUND INFORMATION
                                         ----------------------------------------------------------------------------------------
                                                                       LARGE           LARGE             SMALL      INTERNATIONAL
                                         GOVERNMENT   LONG TERM   CAPITALIZATION   CAPITALIZATION   CAPITALIZATION      EQUITY
                                            MONEY        BOND      VALUE EQUITY        GROWTH           GROWTH       INVESTMENTS
                                            FUND*       FUND*          FUND*            FUND*            FUND           FUND*
                                         -----------  ----------  ---------------  ---------------  ---------------  ------------
Assets
 Investments, at fair value
 Triton Energy Limited ordinary shares   $       ---  $      ---  $           ---  $           ---  $           ---  $        ---
 International equity investments fund           ---         ---              ---              ---              ---       726,251
 Large capitalization value equity fund          ---         ---        1,367,818              ---              ---           ---
 Large capitalization growth fund                ---         ---              ---        1,901,704              ---           ---
 Small capitalization growth fund                ---         ---              ---              ---          248,907           ---
 Government money fund                       453,325         ---              ---              ---              ---           ---
 Long term bond fund                             ---     440,371              ---              ---              ---           ---
 Participant loans                               ---         ---              ---              ---              ---           ---
 Cash and equivalents                          1,002         558            1,932            1,958              577           999
                                         -----------  ----------  ---------------  ---------------  ---------------  ------------

   Total investments                         454,327     440,929        1,369,750        1,903,662          249,484       727,250
                                         -----------  ----------  ---------------  ---------------  ---------------  ------------

Receivables
 Employer's contributions                      1,061         823            6,415            6,234            1,897         2,642
 Participants' contributions                   1,794       1,020            8,991            8,539            2,581         3,639
 Other                                         1,538         ---              ---              ---              ---           ---
                                         -----------  ----------  ---------------  ---------------  ---------------  ------------

   Total receivables                           4,393       1,843           15,406           14,773            4,478         6,281
                                         -----------  ----------  ---------------  ---------------  ---------------  ------------

   Total assets                              458,720     442,772        1,385,156        1,918,435          253,962       733,531
Liabilities
 Accounts payable                                ---         ---              ---              ---              ---           ---
                                         -----------  ----------  ---------------  ---------------  ---------------  ------------

 Net assets available for plan benefits  $   458,720  $  442,772  $     1,385,156  $     1,918,435  $       253,962  $    733,531
                                         ===========  ==========  ===============  ===============  ===============  ============
 </TABLE>

 <TABLE>
 <CAPTION>


 <S>                                     <C>         <C>           <C>            <C>
                                          FUND
                                        INFORMATION
                                        -----------
                                           TRITON
                                           STOCK     PARTICIPANT     CASH AND
                                           FUND*        LOANS       EQUIVALENTS     TOTAL
                                         ----------  ------------  -------------  ----------
Assets
 Investments, at fair value
 Triton Energy Limited ordinary shares   $1,000,855  $        ---  $        ---   $1,000,855
 International equity investments fund          ---           ---           ---      726,251
 Large capitalization value equity fund         ---           ---           ---    1,367,818
 Large capitalization growth fund               ---           ---           ---    1,901,704
 Small capitalization growth fund               ---           ---           ---      248,907
 Government money fund                          ---           ---           ---      453,325
 Long term bond fund                            ---           ---           ---      440,371
 Participant loans                              ---       285,278           ---      285,278
 Cash and equivalents                         1,992           ---        56,298       65,316
                                         ----------  ------------  -------------  ----------

   Total investments                      1,002,847       285,278        56,298    6,489,825
                                         ----------  ------------  -------------  ----------

Receivables
 Employer's contributions                     3,119           ---       (22,191)         ---
 Participants' contributions                  3,748           ---       (30,312)         ---
 Other                                        2,257           ---        (3,795)         ---
                                         ----------  ------------  -------------  ----------

   Total receivables                          9,124           ---       (56,298)         ---
                                         ----------  ------------  -------------  ----------

   Total assets                           1,011,971       285,278           ---    6,489,825
Liabilities
 Accounts payable                               ---           ---           ---          ---
                                         ----------  ------------  -------------  ----------

 Net assets available for plan benefits  $1,011,971  $    285,278  $        ---   $6,489,825
                                         ==========  ============  =============  ==========


</TABLE>

*Denotes an investment representing 5% or more of net assets available
  for benefits.

                 See accompanying notes to financial statements.
<PAGE>



                        TRITON EXPLORATION SERVICES, INC.
                               401(K) SAVINGS PLAN
      STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
                                DECEMBER 31, 1997



<TABLE>
<CAPTION>
<S>                                     <C>          <C>         <C>              <C>              <C>              <C>
                                                                   FUND INFORMATION
                                        -----------------------------------------------------------------------------------------
                                                                       LARGE            LARGE          SMALL        INTERNATIONAL
                                         GOVERNMENT   LONG TERM   CAPITALIZATION   CAPITALIZATION   CAPITALIZATION      EQUITY
                                            MONEY        BOND      VALUE EQUITY        GROWTH           GROWTH       INVESTMENTS
                                            FUND         FUND          FUND*            FUND*            FUND           FUND*
                                         -----------  ----------  ---------------  ---------------  ---------------  ------------
Assets
 Investments, at fair value
 Triton Energy Limited ordinary shares   $       ---  $      ---  $           ---  $           ---  $           ---  $        ---
 International equity investments fund           ---         ---              ---              ---              ---       594,026
 Large capitalization value equity fund          ---         ---        1,356,836              ---              ---           ---
 Large capitalization growth fund                ---         ---              ---        1,644,776              ---           ---
 Small capitalization growth fund                ---         ---              ---              ---          186,905           ---
 Government money fund                       225,598         ---              ---              ---              ---           ---
 Long term bond fund                             ---     433,025              ---              ---              ---           ---
 Participant loans                               ---         ---              ---              ---              ---           ---
 Cash and equivalents                            379         632            1,852            1,835              552         1,292
                                         -----------  ----------  ---------------  ---------------  ---------------  ------------

   Total investments                         225,977     433,657        1,358,688        1,646,611          187,457       595,318
                                         -----------  ----------  ---------------  ---------------  ---------------  ------------

Receivables
 Employer's contributions                      1,277       2,495            9,956           13,107            3,899         4,503
 Participants' contributions                   1,588       3,362           13,729           17,576            5,909         6,723
 Other                                         1,258         ---              ---              ---              575            25
                                         -----------  ----------  ---------------  ---------------  ---------------  ------------

   Total receivables                           4,123       5,857           23,685           30,683           10,383        11,251
                                         -----------  ----------  ---------------  ---------------  ---------------  ------------

   Total assets                              230,100     439,514        1,382,373        1,677,294          197,840       606,569
Liabilities
 Accounts payable                                ---         292              651              326              ---           ---
                                         -----------  ----------  ---------------  ---------------  ---------------  ------------

 Net assets available for plan benefits  $   230,100  $  439,222  $     1,381,722  $     1,676,968  $       197,840  $    606,569
                                         ===========  ==========  ===============  ===============  ===============  ============

 </TABLE>

 <TABLE>
 <CAPTION>
 <S>                                     <C>         <C>           <C>            <C>

                                           FUND
                                        INFORMATION
                                        -----------
                                           TRITON
                                           STOCK     PARTICIPANT     CASH AND
                                           FUND*        LOANS       EQUIVALENTS     TOTAL
                                         ----------  ------------  -------------  ----------
Assets
 Investments, at fair value
 Triton Energy Limited ordinary shares   $4,026,084  $        ---  $        ---   $4,026,084
 International equity investments fund          ---           ---           ---      594,026
 Large capitalization value equity fund         ---           ---           ---    1,356,836
 Large capitalization growth fund               ---           ---           ---    1,644,776
 Small capitalization growth fund               ---           ---           ---      186,905
 Government money fund                          ---           ---           ---      225,598
 Long term bond fund                            ---           ---           ---      433,025
 Participant loans                              ---       377,451           ---      377,451
 Cash and equivalents                         3,997           ---       114,494      125,033
                                         ----------  ------------  -------------  ----------

   Total investments                      4,030,081       377,451       114,494    8,969,734
                                         ----------  ------------  -------------  ----------

Receivables
 Employer's contributions                    11,619           ---       (46,856)         ---
 Participants' contributions                 14,883           ---       (63,770)         ---
 Other                                        2,262           ---        (2,635)       1,485
                                         ----------  ------------  -------------  ----------

   Total receivables                         28,764           ---      (113,261)       1,485
                                         ----------  ------------  -------------  ----------

   Total assets                           4,058,845       377,451         1,233    8,971,219
Liabilities
 Accounts payable                               ---           ---         1,233        2,502
                                         ----------  ------------  -------------  ----------

 Net assets available for plan benefits  $4,058,845  $    377,451  $        ---   $8,968,717
                                         ==========  ============  =============  ==========


</TABLE>


*  Denotes  an  investment  representing  5%  or  more  of  net  assets
    available  for  benefits.





                See accompanying notes to financial statements.


<PAGE>
                        TRITON EXPLORATION SERVICES, INC.
                               401(K) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
                      FOR THE YEAR ENDED DECEMBER 31, 1998


<TABLE>
<CAPTION>
                                                                             FUND INFORMATION
                                                        ------------------------------------------------------------
                                                                                        LARGE              LARGE
                                                         GOVERNMENT    LONG TERM    CAPITALIZATION    CAPITALIZATION
                                                           MONEY         BOND        VALUE EQUITY         GROWTH
                                                            FUND         FUND            FUND              FUND
                                                        ------------  -----------  ----------------  ----------------
 <S>                                                    <C>           <C>          <C>               <C>
Additions to net assets attributed to:
 Net appreciation (depreciation) in fair value          $       ---   $    3,676   $       (25,430)  $       481,115
 Dividends                                                   14,248       42,055           181,454            75,597
 Interest and other                                          (2,153)         175               555               716
                                                        ------------  -----------  ----------------  ----------------

   Total investment income (loss)                            12,095       45,906           156,579           557,428
                                                        ------------  -----------  ----------------  ----------------
Contributions
 Participants                                                23,693       28,031           176,572           192,265
 Employer                                                    13,381       17,287            97,644           122,056
                                                        ------------  -----------  ----------------  ----------------

   Total contributions                                       37,074       45,318           274,216           314,321
                                                        ------------  -----------  ----------------  ----------------

 Loans to participants                                          ---          ---               ---               ---
 Participant loan payments                                    8,110        7,022            37,807            39,368
                                                        ------------  -----------  ----------------  ----------------

   Total additions                                           57,279       98,246           468,602           911,117
                                                        ------------  -----------  ----------------  ----------------

Deductions from net assets attributed to:
 Benefits paid                                              103,216      122,722           314,587           412,589
 Loans to participants                                        1,693        4,366            30,585            27,821
 Participant loan payments                                      ---          ---               ---               ---
 Miscellaneous                                               (2,254)         ---               ---               ---
                                                        ------------  -----------  ----------------  ----------------
 Total deductions                                           102,655      127,088           345,172           440,410
                                                        ------------  -----------  ----------------  ----------------

 Net increase (decrease) prior to interfund transfers       (45,376)     (28,842)          123,430           470,707
  Interfund transfers                                       273,996       32,392          (119,996)         (229,240)
                                                        ------------  -----------  ----------------  ----------------

  Net increase (decrease)                                   228,620        3,550             3,434           241,467
Net assets available for plan benefits:
   Beginning of year                                        230,100      439,222         1,381,722         1,676,968
                                                        ------------  -----------  ----------------  ----------------
   End of year                                          $   458,720   $  442,772   $     1,385,156   $     1,918,435
                                                        ============  ===========  ================  ================
 </TABLE>


 <TABLE>
 <CAPTION>                                                     FUND INFORMATION
                                                       --------------------------------
                                                             SMALL         INTERNATIONAL
                                                         CAPITALIZATION      EQUITY         TRITON
                                                             GROWTH        INVESTMENTS      STOCK       PARTICIPANT
                                                              FUND            FUND           FUND          LOANS         TOTAL
                                                        ----------------  -------------  ------------  -------------  ------------
 <S>                                                    <C>               <C>            <C>           <C>            <C>
Additions to net assets attributed to:
 Net appreciation (depreciation) in fair value          $       (10,497)  $     84,867   $(2,991,115)  $        ---   $(2,457,384)
 Dividends                                                        7,302         54,976           ---            ---       375,632
 Interest and other                                                  92            280        10,569         31,326        41,560
                                                        ----------------  -------------  ------------  -------------  ------------

   Total investment income (loss)                                (3,103)       140,123    (2,980,546)        31,326    (2,040,192)
                                                        ----------------  -------------  ------------  -------------  ------------
Contributions
 Participants                                                    76,134         99,902       371,939            ---       968,536
 Employer                                                        41,538         64,101       120,318            ---       476,325
                                                        ----------------  -------------  ------------  -------------  ------------

   Total contributions                                          117,672        164,003       492,257            ---     1,444,861
                                                        ----------------  -------------  ------------  -------------  ------------

 Loans to participants                                              ---            ---           ---         76,968        76,968
 Participant loan payments                                        6,890         23,225        62,121            ---       184,543
                                                        ----------------  -------------  ------------  -------------  ------------

   Total additions                                              121,459        327,351    (2,426,168)       108,294      (333,820)
                                                        ----------------  -------------  ------------  -------------  ------------

Deductions from net assets attributed to:
 Benefits paid                                                   56,262        143,999       716,516         15,924     1,885,815
 Loans to participants                                              ---          7,072         5,431            ---        76,968
 Participant loan payments                                          ---            ---           ---        184,543       184,543
 Miscellaneous                                                      ---            ---           ---            ---        (2,254)
                                                        ----------------  -------------  ------------  -------------  ------------
 Total deductions                                                56,262        151,071       721,947        200,467     2,145,072
                                                        ----------------  -------------  ------------  -------------  ------------

 Net increase (decrease) prior to interfund transfers            65,197        176,280    (3,148,115)       (92,173)   (2,478,892)
  Interfund transfers                                            (9,075)       (49,318)      101,241            ---           ---
                                                        ----------------  -------------  ------------  -------------  ------------

  Net increase (decrease)                                        56,122        126,962    (3,046,874)       (92,173)   (2,478,892)
Net assets available for plan benefits:
   Beginning of year                                            197,840        606,569     4,058,845        377,451     8,968,717
                                                        ----------------  -------------  ------------  -------------  ------------
   End of year                                          $       253,962   $    733,531   $ 1,011,971   $    285,278   $ 6,489,825
                                                        ================  =============  ============= ============== ============


</TABLE>




                 See accompanying notes to financial statements.



                        TRITON EXPLORATION SERVICES, INC.
                               401(K) SAVINGS PLAN
                          NOTES TO FINANCIAL STATEMENTS

1.     DESCRIPTION  OF  THE  PLAN

The  following  description  of  the  Triton  Exploration  Services, Inc. 40l(k)
Savings  Plan  (the  "Plan")  provides  only  general information.  Participants
should  refer  to the Plan documents for a more complete description of the Plan
provisions.

     GENERAL

The  Plan, as amended and restated January 1, 1994, is a successor to the Triton
Energy  Corporation  Employee Stock Ownership Plan ("ESOP") which was originally
effective  as  of  May  31, 1976. All assets of the ESOP were transferred to the
Plan at January 1, 1994 at current value.  Effective January 1, 1997, the Plan's
sponsorship  changed  from  Triton  Energy  Corporation  to  Triton  Exploration
Services,  Inc.  and  the  Plan  name changed from the Triton Energy Corporation
401(k)  Savings  Plan  to  the  Triton Exploration Services, Inc. 401(k) Savings
Plan.  The  Plan is a defined contribution plan covering all employees of Triton
Exploration Services, Inc. (the "Company") and employees of affiliated companies
adopting  the  Plan.  The  Plan  is  subject  to  the provisions of the Employee
Retirement  Income  Security  Act  of  1974  ("ERISA").

The  Plan  covers  all  employee  classifications  except  leased  and temporary
employees and members of a legally recognized collective bargaining unit who are
not  expressly  granted  permission to participate.  Employees are automatically
enrolled on January 1st, April 1st, July 1st or October 1st which coincides with
or  next  follows  an  employee's  employment  commencement  date.

The  Plan  is administered by an administrative committee appointed by the Board
of  Directors  of  the Company.  The Plan's investments are held by a trust fund
administered  by  Smith  Barney  Corporate  Trust  Company.


2.   ACCOUNTING POLICIES

     BASIS OF ACCOUNTING


The accompanying financial statements have been prepared on the accrual basis of
accounting.  The  trustee  holds  and manages the funds and distributes cash and
stock  to  the  Plan  participants.

The  assets  of  the  Government  Money  Fund,  Long  Term  Bond  Fund,  Large
Capitalization  Value  Equity  Fund,  Large  Capitalization  Growth  Fund, Small
Capitalization  Growth  Fund  and  International  Equity  Investments  Fund  are
invested  in  separate  funds  managed  by  independent  registered  investment
advisors.


<PAGE>
     VALUATION  OF  INVESTMENTS

Investments are valued at current value based on quoted market prices except for
loans  which are valued at cost which approximates fair value.  Net appreciation
or  depreciation  of  investments as reported in the statement of changes in net
assets available for plan benefits is calculated based on a revalued cost method
basis  as  required  under  ERISA  guidelines.

     THE  USE  OF  ESTIMATES  IN  PREPARING  FINANCIAL  STATEMENTS

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the reported amounts of assets and liabilities, disclosure of contingent
assets  and  liabilities  at  the  date of the financial statements and reported
amounts  of  revenues  and expenses during the reporting period.  Actual results
could  differ  from  those  estimates.

     INTERFUND  TRANSFERS

Participants may change their percentage contributions and fund allocations once
per  calendar  quarter.

     FORFEITURES

A participant forfeits any non-vested employer contributions upon termination of
employment  for reasons other than retirement, death or disability.  Forfeitures
are utilized to reduce the Company's matching contributions and were $82,550 for
1998  and  $69,884  for  1997.

     PARTICIPANT  LOANS

Loans  outstanding  aggregated  $285,278  and  $377,451 at December 31, 1998 and
1997, respectively, and bear interest at prime (7.75% at December 31, 1998) plus
two  percent.

A  participant  may  obtain  a  loan  from all of his/her accounts.  The maximum
amount  that can be borrowed is equal to 50% of the participant's vested account
balance  up  to  a  maximum of $50,000.  Participants may borrow general purpose
loans  with  payment  terms  up  to  five years and primary residence loans with
payment  terms  up to 15 years.  Both the principal and interest portions of the
repayments  are  allocated  by  current  election.

     EXPENSES

Costs  and  expenses  incurred in administering the Plan, excluding certain fees
and  expenses  of  the trustee and investment manager, are borne by the Company.

<PAGE>
3.   PLAN  PARTICIPATION  AND  WITHDRAWALS

There  were  approximately 108 participants contributing to the Plan at December
31,  1998  (163  at December 31, 1997).  A participating employee may invest his
contributions  in  multiples  of  five  percent  in one or more of the following
active  funds:  Government Money Fund, Long Term Bond Fund, Large Capitalization
Value Equity Fund, Large Capitalization Growth Fund, Small Capitalization Growth
Fund,  International  Equity  Investments  Fund  and  the  Triton  Stock  Fund.

A  participant  may  contribute up to 12% of his/her compensation subject to the
annual  deferral  limit.  The  Company  contributes  an  amount  equal  to  a
participant's  contribution,  limited  to  a  maximum  of  six  percent  of  the
participant's  base  pay.

Participating  employees  receive a lump sum payment of all vested contributions
upon  retirement,  disability,  death  or  termination.  Also,  participating
employees  may  make  a  hardship  withdrawal  from  their participant accounts,
rollover  accounts  and  their  vested  employer  contributed  accounts.

4.   VESTED  INTEREST  IN  PLAN  EQUITY

Plan  participants  are  vested  at  all  times  in  their  employee contributed
accounts.  Vesting  of  employer contributions to a participant's account occurs
at  a  rate  of  20%  per  year,  with  full vesting achieved upon five years of
service.  In  the  event  of  retirement,  death  or disability, the participant
immediately  becomes  fully  vested.  In  addition,  in  the  event  the Plan is
terminated  or partially terminated, employer contributions are discontinued, or
a  subsidiary  of  the  Company  terminates  its  participation in the Plan, the
affected  participants'  employer contributed accounts will become fully vested.

The  Company  and  its affiliated companies reduced the workforce during 1998 in
connection  with the implementation of a reorganization of their operations (the
"1998  Restructuring  Plan").  The Company adopted an amendment to the Plan that
fully  vested  the accrued benefit of any participant whose employment under the
Plan  was  terminated  in  connection  with  the  implementation  of  the  1998
Restructuring  Plan.

Net  assets  available  for Plan benefits at December 31, 1998 and 1997 included
vested  amounts  of  $1,279,121  and  $651,333,  respectively,  attributable  to
separated  employees.

5.   PLAN  TERMINATION

Although  it  has  not  expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan  subject  to  the  provisions  of ERISA.  In the event of Plan termination,
participants  become  fully  vested  in  their  accounts.

6.   INCOME  TAX  STATUS

Management  believes  that  the  Plan  is  qualified under Section 401(a) of the
Internal  Revenue  Code  and  therefore,  the Plan is exempt from taxation under
Section  501.  The  Internal  Revenue  Service  granted  a  favorable  letter of
determination  to  the  Plan  as  amended  on  December  5,  1994.  Generally,
contributions  to  a  qualified  plan  are  deductible by the Company when made,
earnings  of  the  trust  are tax exempt and participants are not taxed on their
benefits  until  withdrawn  from  the  Plan.

Management  is  unaware  of any variations in the operation of the Plan from the
terms of the Plan documents as amended.  The Plan has complied with the fidelity
bonding  requirement  of  ERISA.



                        TRITON EXPLORATION SERVICES, INC.
                               401(K) SAVINGS PLAN
            ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSE

                                                                      SCHEDULE I
                        INVESTMENTS AT DECEMBER 31, 1998


<TABLE>
<CAPTION>
<S>                                                                  <C>                   <C>         <C>         <C>
IDENTITY OF ISSUE, BORROWER, LESSOR OR SIMILAR PARTY                      NUMBER OF                     CURRENT
DESCRIPTION OF INVESTMENT                                                   SHARES            COST       VALUE     (a)
- -------------------------------------------------------------------  --------------------  ----------  ----------

TRITON STOCK FUND (b)
- -------------------------------------------------------------------
Triton Energy Limited ordinary shares                                            120,879   $2,431,198  $1,000,855
                                                                                           ==========  ==========

INTERNATIONAL EQUITY INVESTMENTS  FUND
- -------------------------------------------------------------------
Consulting Group Capital Markets Fund                                             63,373   $  676,032  $  726,251
                                                                                           ==========  ==========

LARGE CAPITALIZATION VALUE EQUITY FUND
- -------------------------------------------------------------------
Consulting Group Capital Markets Fund                                            104,894   $1,315,560  $1,367,818
                                                                                           ==========  ==========

LARGE CAPITALIZATION GROWTH FUND
- -------------------------------------------------------------------
Consulting Group Capital Markets Fund                                             84,221   $1,286,545  $1,901,704
                                                                                           ==========  ==========

SMALL CAPITALIZATION GROWTH FUND
- -------------------------------------------------------------------
Consulting Group Capital Markets Fund                                             14,772   $  255,323  $  248,907
                                                                                           ==========  ==========

GOVERNMENT MONEY FUND
- -------------------------------------------------------------------
Consulting Group Capital Markets Fund                                            453,326   $  453,326  $  453,325
                                                                                           ==========  ==========

LONG TERM BOND FUND
- -------------------------------------------------------------------
Consulting Group Capital Markets Fund                                             50,271   $  427,795  $  440,371
                                                                                           ==========  ==========

CASH EQUIVALENTS
- -------------------------------------------------------------------
Reserve Deposit Account (RDA VI)                                                           $   65,316  $   65,316
                                                                                           ==========  ==========

PARTICIPANT LOANS
- -------------------------------------------------------------------
Participant Notes Receivable                                         Due April 30, 1999
                                                                            through
                                                                      August 15, 2012 at
                                                                          8% - 11%         $  285,278  $  285,278
                                                                                           ==========  ==========

(a)  Current value represents closing prices at December 31, 1998.
(b)  Party-in-interest
</TABLE>






                        TRITON EXPLORATION SERVICES, INC.
                               401(K) SAVINGS PLAN
                 ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS

                                                                     SCHEDULE II

              TRANSACTIONS IN EXCESS OF 5% OF THE FAIR MARKET VALUE
             OF THE PLAN ASSETS FOR THE YEAR ENDED DECEMBER 31, 1998



<TABLE>
<CAPTION>
<S>                                           <C>        <C>       <C>        <C>            <C>       <C>

                                                                                                       CURRENT VALUE
                                              AGGREGATE  AGGREGATE              EXPENSE                  OF ASSET ON
IDENTITY OF PARTY INVOLVED                     PURCHASE   SELLING   LEASE     INCURRED WITH     COST    TRANSACTION

DESCRIPTION OF ASSET                            PRICE      PRICE    RENTAL    TRANSACTION     OF ASSET      DATE
- --------------------------------------        ---------- ---------  -------   -------------  ---------- -------------

TRITON  STOCK  FUND
- --------------------------------------
Triton Energy Limited ordinary shares (a)     $  897,064 $  232,924 $   ---   $      3,419   $  200,620 $    232,924
                                              ========== ========== ========  =============  ========== =============


GOVERNMENT  MONEY  FUND
- --------------------------------------
Consulting Group Capital Markets Fund         $  406,820 $  179,092 $   ---   $       ---     $ 179,092 $    179,092
                                              ========== ========== ========  =============   ========= =============


LARGE CAPITALIZATION VALUE EQUITY FUND
- --------------------------------------
Consulting Group Capital Markets Fund         $  606,886 $  569,898 $   ---   $      ---     $  521,369 $    569,898
                                              ========== ========== ========  =============  ========== =============

LARGE  CAPITALIZATION  GROWTH  FUND
- --------------------------------------
Consulting Group Capital Markets Fund         $  624,520 $  848,252 $   ---   $      ---     $  651,272 $    848,252
                                              ========== ========== ========  =============  ========== =============

INTERNATIONAL EQUITY INVESTMENTS FUND
- --------------------------------------        $  305,451 $  257,671 $   ---   $      ---     $  248,245 $    257,671
Consulting Group Capital Markets Fund         ========== ========== ========  =============  ========== =============


CASH  EQUIVALENTS
- --------------------------------------        $2,794,439 $2,857,242 $  ---    $      ---     $2,857,242 $  2,857,242
Reserve Deposit Account (RDA VI)              ========== ========== ========  =============  ========== =============

</TABLE>


<TABLE>
<CAPTION>

<S>                                            <C>          <C>     <C>


                                                   NUMBER OF
IDENTITY OF PARTY INVOLVED                      TRANSACTIONS          NET
                                               -------------------
DESCRIPTION OF ASSET                            PURCHASES    SALES    GAIN
- --------------------------------------         -----------   -----  --------

TRITON  STOCK  FUND
- --------------------------------------
Triton Energy Limited ordinary shares (a)             42        25  $ 28,885
                                                                    ========

GOVERNMENT  MONEY  FUND
- --------------------------------------
Consulting Group Capital Markets Fund                103        35  $   ---
                                                                    ========

LARGE CAPITALIZATION VALUE EQUITY FUND
- --------------------------------------
Consulting Group Capital Markets Fund                 87        65  $ 48,529
                                                                    ========

LARGE  CAPITALIZATION  GROWTH  FUND
- --------------------------------------
Consulting Group Capital Markets Fund                 95        70  $196,980
                                                                    ========

INTERNATIONAL EQUITY INVESTMENTS FUND
- --------------------------------------                85        59  $  9,426
Consulting Group Capital Markets Fund                               ========


CASH  EQUIVALENTS
- --------------------------------------                88       109  $   ---
Reserve Deposit Account (RDA VI)                                    ========


</TABLE>

(a)  Party-in-interest



                                   SIGNATURES
Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
trustees  (or  other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly  authorized.





                                      TRITON EXPLORATION SERVICES, INC.
                                      401(k) Savings Plan






Date: June 23, 1999                   /s/Bernard Gros-Dubois
                                      -------------------------------------
                                         Bernard Gros-Dubois
                                         Vice President
                                         (Principal Accounting and
                                          Financial Officer)





                                  EXHIBIT INDEX




The  following  document  is  an  exhibit  to  this  Form  11-K:



   Exhibit
   Number                     Document
   -------                    --------

   23.1         Consent of PricewaterhouseCoopers LLP, 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.  33-51691), as amended, of the Triton Exploration
Services,  Inc.  401(k)  Savings  Plan  (formerly  the Triton Energy Corporation
401(k) Savings Plan) of our report dated June 23, 1999 relating to the financial
statements,  which  appears  in  this  Form  11-K.






PricewaterhouseCoopers  LLP
Dallas,  Texas
June  23,  1999





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission