TRITON ENERGY CORP, 10-K, 1994-08-29

TRITON ENERGY CORP
10-K, 1994-08-29
CRUDE PETROLEUM & NATURAL GAS

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<PAGE>

FORM 10-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(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: MAY 31, 1994

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the Transition Period from _________________ to ________________

Commission File Number: 1-7864

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

TEXAS 75-1151855
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

6688 NORTH CENTRAL EXPRESSWAY
SUITE 1400
DALLAS, TEXAS 75206
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 214-691-5200

Securities registered pursuant to Section 12(b) of the Act:

NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- -------------------

Common Stock, $1.00 par value New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None.

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES /X/ NO / /

INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. /X/

THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF
EXECUTIVE OFFICERS ARE PRESUMED TO BE AFFILIATES) WAS APPROXIMATELY $1.1
BILLION, BASED ON THE CLOSING SALES PRICE OF $31.625 ON THE NEW YORK STOCK
EXCHANGE.

AS OF AUGUST 18, 1994, 35,487,874 SHARES OF THE REGISTRANT'S COMMON STOCK
WERE OUTSTANDING.

DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE REGISTRANT'S PROXY STATEMENT PERTAINING TO THE REGISTRANT'S
1994 ANNUAL MEETING OF SHAREHOLDERS ARE INCORPORATED BY REFERENCE INTO PART III
HEREOF.

<PAGE>

TRITON ENERGY CORPORATION

TABLE OF CONTENTS

Form 10-K Item Page
- - - -------------- ----

PART I
ITEM 1. Business. . . . . . . . . . . . . . . . . . . . . . . . . . 1
ITEM 2. Properties. . . . . . . . . . . . . . . . . . . . . . . . . 12
ITEM 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . 25
ITEM 4. Submission of Matters to a Vote of Security Holders . . . . 27

PART II
ITEM 5. Market for Registrant's Common Equity and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . 28
ITEM 6. Selected Financial Data . . . . . . . . . . . . . . . . . . 30
ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . 31
ITEM 8. Financial Statements and Supplementary Data . . . . . . . . 41
ITEM 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure . . . . . . . . . . . 41

PART III
ITEM 10. Directors and Executive Officers of the Registrant . . . . 42
ITEM 11. Executive Compensation . . . . . . . . . . . . . . . . . . 42
ITEM 12. Security Ownership of Certain Beneficial Owners and
Management . . . . . . . . . . . . . . . . . . . . . . . 42
ITEM 13. Certain Relationships and Related Transactions . . . . . . 42

PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K. . . . . . . . . . . . . . . . . . . . . . . 43

<PAGE>

PART I

ITEM 1. BUSINESS

GENERAL

Triton Energy Corporation is an independent energy company primarily
engaged in international oil and gas exploration and production through wholly-
owned and partly-owned 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 and Asian
countries, Europe, Australia and North America.

During fiscal year 1994, the Company had two reportable industry segments:
(i) the crude oil and natural gas exploration and production industry; and (ii)
about the Company's reportable industry segments, see note 20 of Notes to
Consolidated Financial Statements.

Triton was incorporated in Texas in 1962. The Company's principal
executive offices are located at 6688 North Central Expressway, Suite 1400,
Dallas, Texas 75206, and its telephone number is 214/691-5200. The terms
"Company" and "Triton" when used herein mean Triton Energy Corporation and its
subsidiaries and other affiliates through which Triton conducts its business,
unless the context otherwise implies.

OIL AND GAS OPERATIONS

GENERAL

Oil and gas exploration and development activities are, or have been,
conducted in Colombia by the Company's wholly-owned subsidiaries, Triton
Colombia, Inc. and Triton Resources Colombia, Inc. (collectively, "Triton
Colombia"); in Malaysia-Thailand by the Company's wholly-owned subsidiary,
Triton Oil Company of Thailand ("Triton Thailand"); in Argentina primarily by
the Company's wholly-owned subsidiary, Triton Argentina, Inc. ("Triton
Argentina"); in Europe by the Company's wholly-owned (but until March 31, 1994,
59.5% owned) subsidiary, Triton Europe, plc ("Triton Europe"); in Indonesia by
the Company's wholly-owned subsidiary Triton Indonesia, Inc. ("Triton
Indonesia") and the Company's 63.7% (at May 31, 1994, but since reduced to
33.7%) owned subsidiary, New Zealand Petroleum Company Limited ("New Zealand
Petroleum"); in the United States by Triton Oil & Gas Corp. ("Triton Oil") and
the Company's 49.9% owned affiliate, Crusader Limited ("Crusader"); in New
Zealand by New Zealand Petroleum and Crusader; in Canada by Crusader (and
Triton Canada Resources Ltd. ("Triton Canada") until August 1993); and in
Australia by Crusader.

Page 1

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A significant portion of Triton's reserves are held through its wholly-
owned subsidiaries Triton Colombia and Triton Europe. Additional reserves are
held through Triton's publicly-held affiliate, Crusader. Except for Crusader,
the financial data for each of these companies is consolidated with Triton's
financial data. For further information relating to the Company's oil and gas
business activities, see Item 2. "Properties" and notes 20 and 23 of Notes to
Consolidated Financial Statements.

Page 2

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PRODUCTION AND SALES

The following table sets forth for each of the three fiscal years ended May
31, 1994, the net quantities of oil and gas produced, including that
attributable to Triton Europe (40.5% minority interest in 1992 and 1993,
purchased by the Company on March 31, 1994), the 36.3% minority interest in New
Zealand Petroleum, Triton Canada (24.2% minority interest in 1993 and 23.3%
minority interest in 1992) and the Company's 49.9% ownership interest in
Crusader (which includes the minority interests in Crusader's consolidated
Zealand Petroleum, which reduced the Company's equity stake to 33.7%. The
Company also signed a letter of intent to purchase the 6% interest in the
Company's Indonesian operations now held by New Zealand Petroleum (which
interest is reflected in the table below) in consideration for cancellation of
certain inter-company indebtedness. The production and sales information
relating to properties acquired or disposed of is reflected in the table only
since or up to the effective dates of their respective acquisitions or sales, as
the case may be.

<TABLE>
<CAPTION>
OIL PRODUCTION(1) GAS PRODUCTION
------------------------ ------------------------
YEAR ENDED MAY 31, YEAR ENDED MAY 31,
------------------------ ------------------------
1994 1993 1992 1994 1993 1992
------------------------ ------------------------
(IN MBBLS) (IN MMCF)
<S> <C> <C> <C> <C> <C> <C>

Colombia . . . . . . . . . . . 467 219 --- --- --- ---

Argentina. . . . . . . . . . . 18 6 --- --- --- ---

France . . . . . . . . . . . . 1,053 1,467 1,809 --- --- ---

Indonesia. . . . . . . . . . . 441 536 614 --- --- ---

United States(2) . . . . . . . 156 397 421 1,150 3,421 4,172

Canada(2). . . . . . . . . . . 102 279 251 3,521 14,329 15,675

Crusader:
Australia. . . . . . . . . . 404 491 394 4,202 3,988 4,150
Canada . . . . . . . . . . . 213 231 190 150 121 204
United States. . . . . . . . 32 65 98 55 99 165
----- ----- ----- ----- ------ ------
Total. . . . . . . . . . 2,886 3,691 3,777 9,078 21,958 24,366
----- ----- ----- ----- ------ ------
----- ----- ----- ----- ------ ------

<FN>
____________________
(1) Includes natural gas liquids and condensate.
(2) During fiscal 1994, Triton Oil sold substantially all its working interests
in oil and gas reserves in the United States and its common equity interest in
Triton Canada. See note 3 of Notes to Consolidated Financial Statements.

</TABLE>

Page 3

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ended May 31, 1994: (i) the average sales price per barrel of oil and Mcf of
natural gas; (ii) the average sales price per equivalent barrel of production;
(iii) the depletion cost per equivalent barrel of production; and (iv) the
production cost per equivalent barrel of production:

AVERAGE SALES PRICE AVERAGE SALES PRICE
PER BARREL OF OIL(1) PER MCF OF GAS
----------------------------------- -----------------------------------
1994 1993 1992 1994 1993 1992
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Colombia . . . . . . . . . . . $ 12.66 $ 15.86 $ --- $ --- $ --- $ ---

Argentina . . . . . . . . . . 9.22 14.00 --- --- --- ---

France . . . . . . . . . . . . 16.38 20.84 20.74 --- --- ---

Indonesia . . . . . . . . . . 16.29 19.49 19.78 --- --- ---

United States . . . . . . . . 14.19 16.83 16.33 2.23 2.02 1.48

Canada . . . . . . . . . . . . 16.43 16.75 16.19 1.11 1.01 0.98

Crusader:

Australia . . . . . . . . . 15.33 16.68 16.09 1.50 1.57 1.84

Canada . . . . . . . . . . . 12.43 15.14 17.90 1.11 1.18 1.12

United States . . . . . . . 15.23 19.90 19.76 1.53 1.57 1.13

</TABLE>

<TABLE>
<CAPTION>
PER EQUIVALENT BARREL (2)
------------------------------------------------------------------------------------------------------
AVERAGE SALES PRICE DEPLETION PRODUCTION COST
------------------------------ ------------------------------ ------------------------------
1994 1993 1992 1994 1993 1992 1994 1993 1992
------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Colombia . . . . . . . . . $12.66 $15.86 $ --- $ 1.96 $ 2.48 $ --- $ 9.06 $11.01 $ ---

France . . . . . . . . . . 16.38 20.84 20.74 8.97 15.19 7.91 9.83 9.20 8.31

Indonesia . . . . . . . . 16.29 19.49 19.78 3.09 7.93 7.24 14.54 11.16 7.33

United States . . . . . . 13.75 14.06 11.71 6.58 6.81 7.68 7.00 2.55 2.56

Canada . . . . . . . . . . 8.13 7.18 6.79 3.60 3.24 3.20 4.24 3.91 4.15

Crusader:

Australia . . . . . . . 11.31 12.50 12.87 3.33 2.84 3.63 3.97 4.22 4.80

Canada . . . . . . . . . 11.83 14.50 16.58 2.97 1.89 2.60 7.44 7.42 6.58

United States . . . . . 13.88 17.78 16.93 13.82 19.95 12.28 7.77 6.18 3.93

<FN>
____________________
(1) Includes natural gas liquids and condensate.
(2) Natural gas has been converted into equivalent barrels based on six
thousand cubic feet of natural gas per barrel.

</TABLE>

Page 4

<PAGE>

COMPETITION

The Company encounters strong competition from major oil companies
(including government owned companies), independent operators and other
companies for favorable oil and gas leases, drilling rights and markets.
Additionally, the governments of certain countries in which the Company operates
may from time to time give preferential treatment to their nationals. The oil
and gas industry as a whole also competes with other industries in supplying the
energy and fuel requirements of industrial, commercial and individual consumers.
The principal means of competition in the sale of oil and gas are product
availability, price and quality. While it is not possible for the Company to
state accurately its position in the oil and gas industry, the Company believes
that it represents a minor competitive factor.

MARKETS

Crude oil, natural gas, condensate and other oil and gas products generally
are sold to other oil and gas companies, government agencies and other
industries. The Company does not believe that the loss of any single customer or
contract pursuant to which oil and gas is sold would have a long-term material
adverse effect on the revenues from the Company's oil and gas operations.
However, short-term net revenue fluctuations could occur while the Company
sought alternative buyers.

In Colombia, crude oil is exported through the Caribbean port of Covenas
where it is exported at prices based on United States prices, adjusted for
quality and transportation. The oil produced from the Cusiana Field is
transported to the export terminal through pipelines owned by the government or
partially-owned by the Company. These pipelines are in the process of being
Fields. Additional pipeline capacity will be needed in the future. See Item 2.
"Properties - Oil and Gas - Colombia".

In France, crude oil is priced by reference to the price of North Sea crude
oil and the Company's French production is sold to Societe Nationale Elf
Aquitaine. The Company believes that there would be other available markets for
its French produced crude oil if this arrangement were to be terminated.

Pertamina, the Indonesian government oil company, purchases crude oil under
a contract from the Triton-operated Enim concession in Indonesia, which expires
in 1996, using a formula based on the average market price of five different
crude oils.

Crude oil is sold in the United States and Canada at posted field prices,
and natural gas is generally sold to purchasers pursuant to negotiated purchase
and sale contracts.

Page 5

<PAGE>

In Australia, natural gas produced from Petroleum Exploration Licenses 5
and 6 is sold to the South Australian & New South Wales markets primarily
through the Pipelines Authority of South Australia and the Australian Gas Light
Company, respectively. Gas is supplied to both these markets under long-term
contracts. Small volumes may be sold outside these contracts on a "spot" basis
when market demands allow. All crude oil, condensate, natural gasolines and
liquefied petroleum gases are freely traded and the producers may elect to sell
into the domestic Australian market or to export whatever volumes they choose.

The availability of ready markets for oil and gas that might be discovered
by the Company and the prices obtained for such oil and gas depend on many
factors beyond the Company's control, including the extent of local production
and imports of oil and gas, the proximity and capacity of pipelines and other
transportation facilities, fluctuating demands for oil and gas, the marketing of
competitive fuels, and the effects of governmental regulation of oil and gas
production and sales. Pipeline facilities do not exist in certain areas of
exploration and, therefore, any actual sales of discovered oil or gas might be
delayed for extended periods until such facilities are constructed.

CERTAIN FACTORS RELATING TO OIL AND GAS INDUSTRY

Oil prices have been subject to significant fluctuations over the past two
decades. Levels of production maintained by the Organization of Petroleum
Exporting Countries member nations and other major oil producing countries, and
the actions of oil traders, are expected to continue to be a major determinant
of crude oil price movements in the near term. It is impossible to predict
future oil price movements with any certainty.

The Company's oil and gas business is subject to all of the operating risks
normally associated with the exploration for and production of oil and gas,
in damage to or destruction of oil and gas wells, formations, production
facilities or properties, or in personal injury. In accordance with customary
industry practices, the Company maintains insurance coverage limiting financial
loss resulting from certain of these operating hazards. Losses and liabilities
arising from uninsured or underinsured events would reduce revenues and increase
costs to the Company.

The Company's oil and gas business is also subject to laws, rules and
regulations in the countries in which it operates, which generally pertain to
pricing, production control, taxation, environmental concerns and other matters
relating to the petroleum industry.

The Company is subject to extensive environmental laws and regulations.
These laws regulate the discharge of oil, gas or other materials into the
environment and may require the Company to remove or mitigate the environmental
effects of the disposal or release of such materials at various sites. The
Company does not believe that its environmental risks are materially different
from those of comparable companies in the oil and gas industry. Nevertheless,
no assurance can be given that environmental laws and regulations will not, in
the future, adversely affect the Company's operations and financial condition.
Pollution and similar environmental risks generally are not fully insurable.
See Item 7. "Management's Discussion and Analysis of Financial Condition and
Results of Operations".

Page 6

<PAGE>

CERTAIN FACTORS RELATING TO FOREIGN OPERATIONS

The Company derives a significant portion of its consolidated revenues from
foreign operations. Risks inherent in foreign operations include loss of
revenue, property and equipment from such hazards as expropriation,
nationalization, war, insurrection and other political risks, risks of increases
in taxes and governmental royalties, renegotiation of contracts with
governmental entities, as well as changes in laws and policies governing
operations of foreign based companies. Other risks inherent in foreign
operations are the possibility of realizing economic currency exchange losses
when transactions are completed in currencies other than United States dollars
and the Company's ability to freely repatriate its earnings under existing
exchange control laws. To date, the Company's foreign operations have not been
materially affected by these risks.

CERTAIN FACTORS RELATING TO COLOMBIA

Triton is a participant in significant oil and gas discoveries located in
the Llanos Basin in the foothills of the Andes Mountains, approximately 160
kilometers (100 miles) northeast of Bogota, Colombia. The Company owns
interests in three contiguous areas known as the Rio Chitamena, Santiago de las
Atalayas ("SDLA") and Tauramena contract areas. Test results for the initial
gas deposits lie across the Rio Chitamena, SDLA and Tauramena contract areas
(the "Cusiana Field"), and within the SDLA contract area (the "Cupiagua Field").

Largely due to complex geology, drilling of wells in the Cusiana and
Cupiagua Fields has been comparatively difficult, lengthy in duration and
expensive. The Company believes that the experience gained on the wells drilled
to date will allow the operator to reduce the drilling time and costs of future
wells. However, there can be no assurance that these expectations will be
achieved. Moreover, since the Company is not the operator of these contract
areas, the Company does not control the timing or manner of these operations.
See Item 7. "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity and Capital Resources" and Item 2.
"Properties".

Full development of reserves in the Cusiana and Cupiagua Fields will take
several years and require extensive production facilities, which in turn will
require significant additional capital expenditures, the ultimate amount of
which cannot be predicted. Pipelines connect the major producing fields in
Colombia to export facilities and to four refineries. These pipelines are in
the process of being upgraded to accommodate production from the Cusiana and
Cupiagua Fields. Additional pipeline capacity will be needed in the future.
See Item 2. "Properties - Oil and Gas - Colombia".

Guerilla activity in Colombia has from time to time disrupted the operation
of oil and gas projects and increased costs. Although the Colombian government,
the Company and its partners have taken steps to improve security and improve
relations with the local population, there can be no assurance that attempts to
reduce or prevent guerilla activity will be successful or that such activity
will not disrupt operations in the future.

Page 7

<PAGE>

EMPLOYEES

At August 15, 1994, the Company employed approximately 236 full-time
employees in its oil and gas exploration and production operations, excluding
employees of Crusader and its subsidiaries.

AVIATION SALES AND SERVICES

GENERAL

Through its wholly-owned subsidiary, Triton Air Holdings, Inc., the Company
provides a variety of aviation products and services to the general aviation
industry through airport facilities known in the industry as "FBO's". The
Company has sold its aviation service operations at all locations except Love
Field in Dallas. In addition, during 1994, the Company sold all of its common
stock interest in Aero Services International, Inc., a publicly traded owner and
operator of FBO's. The Company does not intend to invest any additional amounts
in the acquisition of additional aviation service operations or expansion of
existing operations.

At its remaining Love Field locations the Company provides charter and line
space. The aviation service industry is highly competitive. In addition, the
mobility of aircraft enables the owners to obtain similar services at other
airport locations. The Company's fueling services are generally subject to
competition with other aviation services companies, some of which are
significantly larger than the Company in terms of sales and capital resources.
The competitive market for aviation maintenance services may be local, regional
or national depending upon the particular type of service considered. For major
maintenance, the Company's facilities compete with other facilities nationwide.

REGULATION AND OPERATING HAZARDS

The Company's aviation service business is regulated by the Federal
Aviation Administration, particularly in the areas of flight charter operations
and aircraft maintenance. The aviation service business involves the storage,
handling and sale of aviation fuel, and the provision of maintenance and
refurbishing services, all of which involve the handling and use of hazardous
materials. Accordingly, the Company is required to comply with federal, state
and local provisions which have been enacted to regulate the discharge of
hazardous materials into the environment. See Item 7. "Management's Discussion
and Analysis of Financial Condition and Results of Operations". The Company's
aviation service business is also subject to other regulations incident to its
operations, including those relating to the safety of the workplace.

In accordance with customary industry practices, the Company maintains
insurance coverage limiting potential financial loss resulting from certain
operating hazards. Management believes the amounts and coverages of its
insurance protection are reasonable and adequate for the Company's aviation
business operations.

Page 8

<PAGE>

EMPLOYEES

At August 15, 1994, the Company employed approximately 164 full-time
employees in its aviation operations.

OTHER OPERATIONS

In Australia, coal mining activities are conducted through Crusader's 58.3%
owned subsidiary, Allied Queensland Coalfields, Ltd. ("AQC"), the shares of
which are publicly traded in Australia. AQC and its subsidiaries have interests
under exploration permits and mining leases primarily in Australia.

Koala Smokeless Fuels, a wholly-owned subsidiary of Crusader, has
constructed a coal briquetting factory in Ireland. In August 1992, Crusader
purchased Koala Smokeless Fuels from AQC for a total consideration of $25.5
million.

Page 9

<PAGE>

EXECUTIVE OFFICERS

The following table sets forth certain information regarding the executive
officers of the Company at August 18, 1994:

SERVED WITH
-----------
-----------
NAME AGE POSITION(S) WITH COMPANY SINCE
---- --- ------------------------ -----

Thomas G. Finck . . . . . . . 48 President and Chief
Executive Officer 1992

John P. Tatum . . . . . . . . 60 Executive Vice President,
Operations 1980

Nick De'Ath . . . . . . . . . 45 Senior Vice President,
Exploration 1993

Robert B. Holland, III . . . . 41 Senior Vice President,
General Counsel and
Secretary 1993

Peter Rugg . . . . . . . . . 47 Senior Vice President and
Chief Financial Officer 1993

A. E. Turner, III. . . . . . . 46 Senior Vice President, 1994
Operations

In August 1992, Mr. Finck became a Director, President and Chief Operating
Officer of the Company. Effective January 1993, Mr. Finck became Chief
Executive Officer. From July 1991 to August 1992, Mr. Finck served as President
and Chief Executive Officer of American Energy Group, an independent oil and
natural gas exploration and production company. From May 1984 until June 1991,
Mr. Finck served as President and Chief Executive Officer of Ensign Oil & Gas,
Inc., a private United States oil and gas exploration company.

Mr. Tatum has served as Executive Vice President, Operations of the Company
since 1991, and served in various positions with the Company since 1980.

Mr. De'Ath became Senior Vice President, Exploration in 1993. From 1992 to
1993, Mr. De'Ath served as President and owner of Pinnacle Ltd., a management
consulting firm providing services to multinational companies in Colombia, and
from 1971 until 1991 served in various positions with subsidiaries of British
Petroleum Company, p.l.c., including serving from 1991 to 1992 as general
manager of exploration for BP International Limited in Mexico and, from 1986 to
1991, as general manager of BP's Colombian operation.

Mr. Holland has served as Senior Vice President, General Counsel and
Secretary of the Company since January 1993. Mr. Holland has been a partner of
the law firm of Jackson & Walker, L.L.P., Dallas, Texas, for more than the past
five years.

Mr. Rugg became Senior Vice President and Chief Financial Officer in April
1993. From September 1992 to April 1993, Mr. Rugg served as Vice President of
J.P. Morgan & Co., Incorporated ("J.P. Morgan"), a financial services firm and
for more than the five years prior to

Page 10

<PAGE>

Company of New York, an international bank owned by J.P. Morgan.

Mr. Turner became Senior Vice President, Operations in March 1994. From
1988 to February 1994, Mr. Turner served in various positions with British Gas
Exploration & Production, Inc., including serving as Vice President and General
Manager of operations in Africa and the Western Hemisphere from October 1993.

All executive officers of the Company are appointed annually by the Board
of Directors of the Company to serve in such capacities until removed or their
successors are duly elected and qualified. There are no family relationships
among the executive officers of the Company.

Page 11

<PAGE>

ITEM 2. PROPERTIES

OIL AND GAS

COLOMBIA

Through its wholly-owned subsidiary, Triton Colombia, the Company has
varying participation interests in six contract areas in Colombia.

CUSIANA AND CUPIAGUA FIELDS

CONTRACT TERMS. In the Llanos Basin area of eastern Colombia, Triton
Colombia holds a working interest in the Rio Chitamena, SDLA and Tauramena
contract areas, covering approximately 11,600, 66,000 and 35,900 acres,
respectively, where an active appraisal and development program is being carried
out in the Cusiana and Cupiagua Fields. Triton's partners in these areas are
Empresa Colombiana De Petroleos ("Ecopetrol"), the Colombian national oil
company, with a 50% working interest, and BP Exploration Company (Colombia)
Limited ("BP"), the operator, and TOTAL Exploratie en Produktie MIJ B.V.
("TOTAL"), each with a 19% working interest. In 1993, Ecopetrol declared the
Cusiana and Cupiagua Fields to be commercial and exercised its right to acquire
a 50% working interest. Triton's net revenue interest is approximately 9.6%
after governmental royalties, reduced further by up to 0.36% pursuant to an
agreement with an original co-investor, subject to Triton being reimbursed for a
proportionate share of expenditures relating thereto.

The Company and its partners have secured the right to produce oil and gas
from the SDLA and Tauramena contract areas through the years 2010 and 2016,
respectively, and from the Rio Chitamena contract area through 2015 or 2019
depending on contract interpretation. On July 19, 1994, Triton Colombia, BP,
TOTAL and Ecopetrol entered into an Integral Plan for the Unified Exploitation
of the Cusiana Oil Structure in the SDLA, Tauramena and Rio Chitamena
Association Contract Areas. Under the plan, the parties have agreed to develop
the Cusiana oil structure in a technically efficient and cooperative manner
during three consecutive periods of time. During the initial period, petroleum
produced from the unified area will be owned by the parties according to their
respective undivided interests in each contract area.

Within the first quarter of 2005, an independent determination of the
unified area and under each association contract will be made, as a result of
which a "tract factor" will be calculated for each association contract. Each
tract factor will be the amount of original BOEs of petroleum in place under the
particular association contract as a percentage of the total original BOEs under
the unified area. Each party's unified area interest during the second period
(commencing from the expiration of the SDLA association contract in 2010) and
final period (commencing from the termination of the second association contract
to terminate) will be the aggregate of that party's interest in each remaining
association contract multiplied by the tract factor for each such contract.

RECENT DRILLING RESULTS. Triton and its working interest partners have
recently tested an appraisal well in the Cupiagua Field, the Cupiagua-3. A
single test in the Upper Mirador formation, at a depth of between 14,504 and
14,668 feet, flowed oil at a rate of 3,400 barrels per day and gas at

Page 12

<PAGE>

a rate of 12 million cubic feet per day. The gas-to-oil ratio was 3,500 and the
oil API 42 degrees. The test was conducted through a three-quarter inch choke.
The well confirmed the northern extent of the Cupiagua Field and drilling has
now been suspended. The well will be completed as a production well.

A second Cupiagua appraisal well, the Cupiagua-2, has experienced
mechanical failure after two unsuccessful sidetrack attempts and has been
suspended with a view to resuming drilling at a later date.

The wells are expected to be followed by two new appraisal wells in the
Cupiagua Field and 3D seismic is planned for late 1994. Although drilling of
the Cupiagua-2 and Cupiagua-3 wells has taken over a year, and each has been
among the most expensive wells drilled in the Cusiana or Cupiagua Fields,
drilling of more recently spudded wells in the Cusiana Field have been
considerably less expensive and time consuming.

TRANSPORTATION. Since the beginning of fiscal 1994, the first two of four
production units of the Cusiana Field central processing facility have been
substantially completed in anticipation of increased production by year end. In
addition, a new 35 kilometer (22 mile) 20 inch pipeline connecting the central
processing facilities to the El Porvenir pump station on the Central Llanos
pipeline system has been completed, and pipeline looping and pump station
upgrades, including 92 kilometers (57 miles) of 30 inch pipeline from La Belleza
to the Oleoducto de Colombia pipeline and then to the Caribbean port of Covenas,
are near completion.

Additional pipeline capacity is needed to meet the transportation needs
associated with the full field development of the Cusiana and Cupiagua Fields.
To that end, on July 15, 1994, Triton Colombia executed a memorandum of
and IPL Energy (Colombia) Ltd., regarding the proposed formation of a joint
stock company to finance and own a pipeline and port facilities to be
constructed and operated for the transport of crude oil from the Cusiana and
Cupiagua Fields to the port of Covenas. Triton's equity participation under
this agreement would be approximately 9.6%. Formation of the joint stock
company is subject to numerous conditions, including negotiation and execution
of definitive agreements and board approvals.

The project covered by the memorandum of understanding consists of a 793
kilometer (495 mile) pipeline system from the Cusiana Field to the Port of
Covenas. With the exception of the new 35 kilometer (22 mile) pipeline from
Cusiana to El Porvenir referred to above, the system generally follows the route
of, and loops two existing pipelines, the Central Llanos from El Porvenir to
Vasconia and the Oleoducto de Colombia running from Vasconia to Covenas.

Construction of a part of the system (the Cusiana to El Porvenir pipeline)
has been completed, and another 92 kilometer (57 mile) segment from La Belleza
to Vasconia is expected to be completed by year end. These assets, together
with on-going investment in pump stations at El Porvenir and Miraflores, would
be contributed to the new joint stock company. Construction of the remainder of
the system is currently projected to be completed by the end of 1997.

OTHER COLOMBIA AREAS

Page 13

<PAGE>

Triton also owns rights in three additional contract areas in Colombia
located in the middle and upper Magdalena River valley north and southwest of
Bogota, respectively. In the El Pinal contract area, covering approximately
142,250 acres, Triton owns a 100% working interest (before certain revenue
interests and government participation). Seismic work has been conducted on
this acreage and a field was discovered with the drilling of the La Liebre 1
discovery well. After additional seismic was shot in the area of the
La Liebre 1 well, the La Liebre 2 well was drilled and tested, confirming
the discovery. Testing and evaluation of the discovery, including the
drilling of a third well, is planned.

In the Tolima-B and San Luis contract areas, Triton Colombia has 45% and
40% interests in 131,300 acres and 129,100 acres, respectively (before certain
revenue interests and government participation). HOCOL S.A., a unit of Royal
Dutch/Shell, is operator and has had commerciality of one well approved in the
Tolima-B contract area. Also in the Tolima-B contract area, the operator has
completed a 3D seismic program. The operator has received commerciality for one
gas well in the San Luis contract area, on which a 2D seismic program has been
completed.

MALAYSIA-THAILAND

Triton Thailand has an interest in a contract area located offshore in
which encompasses over 700,000 acres, had been the subject of overlapping claims
between Malaysia and Thailand. Triton Thailand's interest was in the form of a
concession from Thailand until April 1994, when it executed a production sharing
contract with the Malaysia-Thailand Joint Authority that has been established by
treaty to administer the Joint Development Area, and with the Malaysian national
oil company.

Simultaneously with the execution of the production sharing contract, the
parties executed a joint operating agreement governing Block A-18 operations.
The operating agreement designates as operator a newly formed company owned
equally by Triton Thailand and the Malaysian national oil company.

The Company anticipates that the first phase of Block A-18 operations,
which it expects will continue through mid-1996, will include seismic surveys
covering approximately 5,700 kilometers (3,542 miles) and data analysis, and the
drilling of at least four wells. The wells are expected to be drilled in water
depths of less than 200 feet. The nature and extent of phase two development
and appraisal of the area, which is expected to include 3D seismic surveys and
further drilling, will depend on the parties' assessment of phase one results.

ARGENTINA

Triton Argentina holds a working interest in six blocks in Argentina. In
the oil and gas producing Neuquen Basin in west central Argentina, Triton
Argentina holds a 100% working interest in the Agua Botada, Cerro Dona Juana,
Loma Cortaderal, and Sierra Azul Sur Blocks of

Page 14

<PAGE>

approximately 50,000 acres each, and a 75% working interest in the 219,672 acre
Malargue Sur Block. Triton Argentina has completed a workover program in the
Agua Botada Block and a 548 kilometer (341 miles) seismic acquisition program in
Malargue Sur. Further seismic acquisitions will commence in late 1994 with two
exploration wells planned for 1995.

Triton Argentina also has a 20% working interest in the 2,122,095 acre Buen
Pasto Block located in the northern portion of the oil producing San Jorge Basin
in south central Argentina. Regional seismic lines along with gravity and
magnetics data are being acquired in this frontier area.

EUROPE

On March 31, 1994, the Company purchased the 40.5% of Triton Europe's
shares not already owned by the Company.

FRANCE. The Company's activities in France are conducted through Triton
France, S.A. ("Triton France"), a wholly-owned subsidiary of Triton Europe.
Triton France has an interest in the non-operated Villeperdue, Fontaine-au-Bron,
Hautefeuille and La Motte Noire concessions, which provided the majority of
Triton's French production during the year. The Company is assisting Coparex
S.A., a French firm which became the operator of these licenses when it
purchased Totalex S.A. in December 1993, in identifying further development and
Paris Basin exploration permits, and one exploration permit in the Alps. These
permits are currently under review as part of the Company's strategy to re-
direct its exploration effort towards a more balanced European portfolio.
During the 1994 fiscal year, Triton France sold its interests in four operated
production licenses (Saint-Germain, Sivry, Maincy, les Bagneaux) in the Paris
Basin for approximately $1.5 million.

ITALY. Triton Mediterranean Oil & Gas, N.V., a wholly-owned subsidiary of
Triton Europe, holds an interest (10.91%) in the onshore Monte Caruso license on
which one unsuccessful well was drilled in fiscal 1994. Triton Mediterranean
Oil & Gas, N.V. has acquired an interest (40%) in DR71 and DR72 licenses
operated by Enterprise Oil, plc, in the offshore Italian Adriatic Sea.

CRUSADER

Oil and gas activities in Australia are conducted through the Company's
49.9% owned affiliate, Crusader, whose shares are publicly traded in Australia.
Crusader has an interest in the Cooper Basin Gas and Liquids Unit of South
Australia. Crusader holds varying interests in several permits in Queensland,
including an interest in oil production from the Taylor field in the Surat
Basin. Within the Gippsland and Otway Basins of Victoria, Crusader has
interests in two offshore and two onshore exploration licenses, respectively.
Crusader has an approximate 48.9% equity interest in Australian Hydrocarbons
Limited ("AHY"), a publicly-traded Australian company. Three Crusader directors
are members of the five-member AHY Board of Directors and Crusader consolidates
AHY in its financial and reserve disclosures. AHY owns various interests in oil
and gas exploration projects both in Australia and in the United States.

Page 15

<PAGE>

In addition, Crusader is involved in oil and gas exploration and production
and gas processing in Canada, through its wholly-owned subsidiary, Ausquacan
Energy Limited. Crusader is also engaged in exploration in Argentina and
exploration and production in the United States.

INDONESIA

Triton Indonesia is the operator of a secondary recovery/rehabilitation
project on the southeastern portion of the island of Sumatra. New Zealand
Petroleum has a 6% interest in this project.

UNITED STATES

In fiscal 1994, the Company sold substantially all of its working interests
in oil and gas reserves in the the United States, retaining only various royalty
and mineral interests.

RESERVES

The following tables set forth the estimated oil and gas reserves of the
Company and the estimated discounted future net cash inflows before income taxes
at May 31, 1994. The first table is a summary of separate reports of estimates
of the Company's net proved reserves, estimated by the independent petroleum
engineers, DeGolyer and MacNaughton, with respect to all proved undeveloped
Associates Consultants Ltd., for Crusader's Canadian reserves; and by the
Company's own petroleum engineers with respect to all other reserves. This
table sets forth the estimated net quantities of proved developed and
undeveloped oil and gas reserves and total proved oil and gas reserves owned by
the Company and its consolidated subsidiaries in Colombia, France, Indonesia and
the United States and its proportionate interest in reserves owned in Australia,
Canada and the United States by Crusader. The second table sets forth, for the
net quantities so reported, the future net cash inflows (by reserve categories
and country of location) discounted to present value at an annual rate of 10%.
The discounted future net cash inflows were calculated in accordance with
current Securities and Exchange Commission ("Commission") guidelines concerning
the use of constant oil and gas prices and operating costs in reserve
evaluations. Future income tax expenses have not been taken into account in
estimating the future net cash inflows. At May 31, 1994, the Company had no
proved developed or proved undeveloped reserves in Malaysia-Thailand, Argentina,
the United Kingdom or other areas. See note 23 of Notes to Consolidated
Financial Statements.

Applicable Commission guidelines do not permit disclosure in documents
filed with the Commission of oil and gas reserves other than those classified as
proved developed or proved undeveloped.

The estimated reserves and future net cash inflows set forth in the tables
below include information attributable to the 36.3% (at May 31, 1994) minority
interest in New Zealand Petroleum and the Company's 49.9% ownership interest in
Crusader (which includes the minority interests in Crusader's consolidated
subsidiaries). Data as to oil reserves include natural gas liquids and
condensate.

Page 16

<PAGE>

Net Proved Reserves at May 31, 1994:

<TABLE>
<CAPTION>
Proved Proved Total
Developed Undeveloped Proved
--------- ----------- ------
Oil Gas Oil Gas Oil Gas
(Mbbls) (Mmcf) (Mbbls) (Mmcf) (Mbbls) (Mmcf)
------- ------ ------- ------ ------- ------
<S> <C> <C> <C> <C> <C> <C>
Colombia(1). . . . . . . . . 1,237 --- 91,367 16,250 92,604 16,250

France . . . . . . . . . . . 4,457 --- --- --- 4,457 ---

United States. . . . . . . . 648 7,329 --- --- 648 7,329

Crusader:

Australia. . . . . . . . . 2,011 30,353 563 9,821 2,574 40,174

Canada . . . . . . . . . . 963 1,426 --- 1,364 963 2,790

United States. . . . . . . 48 122 --- --- 48 122
-------- -------- -------- -------- --------- --------

Total . . . . . . 10,039 39,230 91,930 27,435 101,969 66,665
-------- -------- -------- -------- --------- --------
-------- -------- -------- -------- --------- --------

</TABLE>

Page 17

<PAGE>

Future net cash inflows before income taxes discounted at 10% per annum at May
31, 1994 (in thousands of dollars):

PROVED PROVED TOTAL
DEVELOPED UNDEVELOPED PROVED
--------- ----------- ------
<S> <C> <C> <C>
Colombia(1) . . . . . . . . . . . . . . . . . . . . $ 13,100 $ 492,922 $ 506,022

France . . . . . . . . . . . . . . . . . . . . . . 23,147 --- 23,147

Indonesia . . . . . . . . . . . . . . . . . . . . . 2,570 --- 2,570

United States . . . . . . . . . . . . . . . . . . . 14,008 --- 14,008

Crusader:

Australia . . . . . . . . . . . . . . . . . . . 41,163 6,193 47,356

Canada . . . . . . . . . . . . . . . . . . . . 5,271 747 6,018

United States . . . . . . . . . . . . . . . . . 536 --- 536
---------------- ---------------- ----------------

Total . . . . . . . . . . . . . . . . . . $ 99,995 $ 499,862 $ 599,657
---------------- ---------------- ----------------
---------------- ---------------- ----------------

<FN>

________________

and Cupiagua Fields from Ecopetrol's future reimbursement of $36.8 million of
pre-commerciality expenditures.

</TABLE>

Future net cash inflows from reserves at May 31, 1994, were calculated on the
basis of prices in effect on that date. The prices used in such calculation by
country were as follows:

OIL GAS
--- ---
(PER BBL) (PER MCF)
<S> <C> <C>
Colombia . . . . . . . . . . . . . . . . . . . . . $ 17.09 $ 0.54

France . . . . . . . . . . . . . . . . . . . . . . 17.18 ---

Indonesia . . . . . . . . . . . . . . . . . . . . . 15.23 ---

United States . . . . . . . . . . . . . . . . . . . 12.77 2.09

Crusader:
Australia . . . . . . . . . . . . . . . 15.56 1.74

Canada . . . . . . . . . . . . . . . . . 13.68 1.30

United States . . . . . . . . . . . . . 16.95 3.05

</TABLE>

Page 18

<PAGE>

Revenue and costs associated with the French, Canadian and Australian
reserves are reported in US dollar equivalents based on exchange values of
French franc equivalent to US$0.17241; Canadian $1 equivalent to US$0.7230; and
Australian $1 equivalent to US$0.7375. The Colombian and Indonesian reserves
are evaluated in United States dollars.

The foregoing estimated pretax discounted future net cash inflow figures
relate only to the reserves tabulated above. The estimates were prepared
without consideration of income taxes and indirect costs such as interest and
administrative expenses, and are not to be construed as representative of the
fair market values of the properties to which they relate.

Reserve estimates are imprecise and may be expected to change as additional
information becomes available. Furthermore, estimates of oil and gas reserves,
of necessity, are projections based on engineering data, and there are
uncertainties inherent in the interpretation of such data as well as the
projection of future rates of production and the timing of development
expenditures. Reserve engineering is a subjective process of estimating
underground accumulations of oil and gas that cannot be measured in an exact
way, and the accuracy of any reserve estimate is a function of the quality of
available data and of engineering and geological interpretation and judgment.
Accordingly, there can be no assurance that the reserves set forth herein will
reserves will be developed within the periods anticipated. The Company
emphasizes with respect to the estimates prepared by independent petroleum
engineers, as well as those estimates prepared by the Company's engineers, that
the discounted future net cash inflows should not be construed as representative
of the fair market value of the proved oil and gas properties belonging to the
Company, since discounted future net cash inflows are based upon projected cash
inflows which do not provide for changes in oil and gas prices nor for
escalation of expenses and capital costs. The meaningfulness of such estimates
is highly dependent upon the accuracy of the assumptions upon which they were
based. For further information, see note 23 of Notes to Consolidated Financial
Statements.

No estimates of total proved net oil or gas reserves have been filed by the
Company with, or included in any report to, any United States authority or
agency pertaining to the Company's individual reserves since the beginning of
the Company's last fiscal year.

ACREAGE

The following table shows the total gross and net developed and undeveloped
oil and gas acreage (including acreage attributable to mineral, royalty and
overriding royalty interests) held by Triton at May 31, 1994, including acreage
attributable to the 36.3% (at May 31, 1994) minority interest in New Zealand
Petroleum and the Company's 49.9% ownership interest in Crusader (which includes
the minority interests in Crusader's consolidated subsidiaries). "Gross" refers
to the total number of acres in an area in which the Company holds any interest
without adjustment to reflect the actual percentage interest held therein by the
Company. "Net" refers to the gross acreage as adjusted for interests owned by
parties other than the Company.

Page 19

<PAGE>

"Developed" acreage is acreage spaced or assignable to productive wells.
"Undeveloped" acreage is acreage on which wells have not been drilled or
completed to a point that would permit the production of commercial quantities
of oil and gas regardless of whether such acreage contains proved reserves.

DEVELOPED UNDEVELOPED
ACREAGE ACREAGE(1)
------- ----------
GROSS NET GROSS NET
----- --- ----- ---
(IN THOUSANDS)
<S> <C> <C> <C> <C>

Malaysia-Thailand . . . . . . . . . . . . . . . . . --- --- 723 362

Argentina . . . . . . . . . . . . . . . . . . . . . --- --- 2,545 792

France . . . . . . . . . . . . . . . . . . . . . . 50 23 571 401

Italy . . . . . . . . . . . . . . . . . . . . . . . --- --- 568 205

United Kingdom (North Sea) . . . . . . . . . . . . --- --- 111 12

United Kingdom (Onshore) . . . . . . . . . . . . . --- --- 431 311

Indonesia (3) . . . . . . . . . . . . . . . . . . . 3 3 70 70

United States . . . . . . . . . . . . . . . . . . . 223 14 528 118

Crusader:

Argentina . . . . . . . . . . . . . . . . . . --- --- 1,272 112

Australia . . . . . . . . . . . . . . . . . . 1,045 27 31,514 1,027

Canada . . . . . . . . . . . . . . . . . . . 43 3 32 10

Philippines . . . . . . . . . . . . . . . . . --- --- 4,043 363

United States . . . . . . . . . . . . . . . . 16 2 108 25
------- ------ -------- -------

Total . . . . . . . . . . . . . . . . . 1,387 73 42,914 3,983
------- ------ -------- -------
------- ------ -------- -------

<FN>

______________________

(1) Triton's interests in certain of this acreage may expire if not developed
at various times in the future pursuant to the terms and provisions of the
leases, licenses, concessions, contracts, permits or other agreements
under which it was acquired.

(2) Adjusted to reflect the effect of optional equalization of interests and
governmental participation in those areas that have been declared
commercial. See Item 2. "Properties - Colombia".

(3) New Zealand Petroleum owns a 6% interest in this acreage.

</TABLE>

Page 20

<PAGE>

PRODUCTIVE WELLS AND DRILLING ACTIVITY

In this section, "gross" as it relates to wells refers to the total number
of wells drilled in an area in which the Company holds any interest without
adjustment to reflect the actual ownership interest held. "Net" refers to the
gross number of wells drilled as adjusted for interests owned by parties other
minority interest in New Zealand Petroleum, and the Company's 49.9% ownership
interest in Crusader (which includes the minority interests in Crusader's
consolidated subsidiaries).

The following table summarizes the approximate total gross and net
interests held by Triton in productive wells at May 31, 1994:

PRODUCTIVE WELLS
---------------------------------------------------
GROSS NET
----------------------- ---------------------
OIL GAS OIL GAS
<S> <C> <C> <C> <C>
Colombia . . . . . . . . . . . . . . . . . . . . . 13.00 1.00 4.26 0.40

France . . . . . . . . . . . . . . . . . . . . . . 113.00 --- 56.20 ---

Indonesia . . . . . . . . . . . . . . . . . . . . . 78.00 --- 78.00 ---

Crusader:

Australia . . . . . . . . . . . . . . . . . . . . 225.00 346.00 5.20 8.10

Canada . . . . . . . . . . . . . . . . . . . . . 366.00 49.00 13.50 0.40

United States . . . . . . . . . . . . . . . . . . 29.00 4.00 2.10 0.30
-------- -------- -------- -------

Total . . . . . . . . . . . . . . . . . . . . 824.00 400.00 159.26 9.20
-------- -------- -------- -------
-------- -------- -------- -------

</TABLE>

Page 21

<PAGE>

The following tables set forth the results of the oil and gas well drilling
activity on a gross basis for wells in which the Company held an interest for
each of the three fiscal years ended May 31, 1994:

GROSS EXPLORATORY WELLS

PRODUCTIVE(1) DRY TOTAL
----------------------------- ----------------------------- -----------------------------
1994 1993 1992 1994 1993 1992 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Colombia . . . . . . . 3 4 4 --- --- --- 3 4 4

Argentina . . . . . . . --- --- --- --- --- 1 --- --- 1

France . . . . . . . . --- --- 1 --- --- 11 --- --- 12

Italy . . . . . . . . . --- --- --- 1 --- --- 1 --- ---

United Kingdom . . . . --- --- --- --- --- 1 --- --- 1

New Zealand . . . . . . 1 --- --- --- --- --- 1 --- ---

Canada . . . . . . . . --- 2 7 --- 3 1 --- 5 8

Gabon . . . . . . . . . --- --- --- --- --- 1 --- --- 1

Crusader:

Australia . . . . . . 5 --- 6 2 2 2 7 2 8

Canada . . . . . . . --- 1 2 1 1 --- 1 2 2

United States . . . . 2 2 7 1 4 8 3 6 15
------ ------ ------ ------ ------ ------ ------ ------ ------

Total . . . 11 9 27 5 10 25 16 19 52
------ ------ ------ ------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------ ------ ------ ------

</TABLE>

GROSS DEVELOPMENT WELLS

PRODUCTIVE(1) DRY TOTAL
----------------------------- ----------------------------- -----------------------------
1994 1993 1992 1994 1993 1992 1994 1993 1992
------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>

Indonesia . . . . . . . 3 --- 20 1 --- 8 4 --- 28

United States . . . . . --- --- 4 --- --- --- --- --- 4

Canada . . . . . . . . --- 26 8 --- 3 3 --- 29 11

Crusader:

Australia . . . . . . 13 15 2 1 5 1 14 20 3

Canada . . . . . . . 9 26 6 --- 4 2 9 30 8

United States . . . . --- --- --- 1 --- --- 1 --- ---
------ ------ ------ ------ ------ ------ ------ ------ ------

Total . . . 25 68 50 3 12 15 28 80 65
------ ------ ------ ------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------ ------ ------ ------

</TABLE>

Page 22

<PAGE>

The following tables set forth the results of drilling activity on a net
basis for wells in which the Company held an interest for each of the three
fiscal years ended May 31, 1994 (those wells acquired or disposed of since May
31, 1991 are reflected in the following tables only since or up to the effective
dates of their respective acquisitions or sales, as the case may be):

NET EXPLORATORY WELLS

Argentina . . . . . . . --- --- --- --- --- 0.20 --- --- 0.20

France(3) . . . . . . . --- --- 0.40 --- --- 4.60 --- --- 5.00

United Kingdom . . . . --- --- --- --- --- 0.10 --- --- 0.10

New Zealand . . . . . . 0.20 --- --- --- --- --- 0.20 --- ---

Canada(3) . . . . . . . --- 1.50 3.10 --- 1.50 0.40 --- 3.00 3.50

Gabon . . . . . . . . . --- --- --- --- --- 0.30 --- --- 0.30

Crusader(4):

Australia . . . . . . 0.10 --- 1.40 0.02 0.30 1.30 0.12 0.30 2.70

Canada . . . . . . . --- 0.10 0.60 0.50 0.10 --- 0.50 0.20 0.60

United States . . . . 0.20 0.10 1.00 0.10 0.30 1.20 0.30 0.40 2.20
------ ------ ------ ------ ------ ------ ------ ------ ------

Total . . . 1.74 3.06 8.56 0.72 2.20 8.10 2.46 5.26 16.66
------ ------ ------ ------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------ ------ ------ ------

</TABLE>

NET DEVELOPMENT WELLS

Indonesia(3) . . . . . 3.00 --- 20.00 1.00 --- 8.00 4.00 --- 28.00

United States . . . . . --- --- 2.00 --- --- --- --- --- 2.00

Canada(3) . . . . . . . --- 13.50 4.60 --- 1.60 1.10 --- 15.10 5.70

Crusader(4):

Australia . . . . . . 0.40 0.40 0.60 0.02 0.10 0.30 0.42 0.50 0.90

United States . . . . --- --- --- 0.20 --- --- 0.20 --- ---
------ ------ ------ ------ ------ ------ ------ ------ ------

Total . . . 5.40 18.60 33.90 1.22 2.40 10.40 6.62 21.00 44.30
------ ------ ------ ------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------ ------ ------ ------

<FN>

_____________________________

Page 23

<PAGE>

(1) A productive well is producing or capable of producing oil and/or gas in
commercial quantities. Multiple completions have been counted as one well. Any
well in which one of the multiple completions is an oil completion is classified
as an oil well.

(2) Adjusted to reflect the national oil company participation at commerciality
for the Cusiana and Cupiagua Fields.

(3) Not adjusted to reflect any minority interests.

(4) Adjusted to reflect the Company's 49.9% interest in Crusader.

</TABLE>

OTHER

In connection with its aviation related services, the Company's aviation
service facilities are predominantly leased under multi-year agreements with the
City of Dallas where the aviation service operations are located. The unexpired
terms of the Company's aviation service leases extend up to more than 30 years.

The Company owns or has interests in numerous oil and gas production
facilities relating to its oil and gas production operations throughout the
world. In addition, the Company leases or owns office space, manufacturing and
other properties for its various operations throughout the world.

For additional information on the Company's leases, including its office
leases, see note 18 of Notes to Consolidated Financial Statements.

Page 24

<PAGE>

ITEM 3. LEGAL PROCEEDINGS

VERONEX LITIGATION

On January 30, 1990, Nordell International Resources, Ltd. ("Nordell"), c/o
Veronex Resources, Ltd. ("Veronex"), its parent, filed a Demand for Arbitration
against the Company and Triton Indonesia. An arbitration was held before an
American Arbitration Association panel ("AAA Panel") during October 1990 in
Singapore. The arbitration concerned disputes between Nordell and Veronex, on
the one hand, and the Company and Triton Indonesia, on the other, arising from a
farm-out agreement regarding secondary recovery/rehabilitation operations in
Indonesia (the "Project").

On December 13, 1990, the AAA Panel issued an award granting to the Company
Nordell's 40% participating interest in the Project, converting Nordell's
Nordell and Veronex. In addition, the AAA Panel awarded the Company damages in
an amount exceeding $900,000, enforceable against both Nordell and Veronex.

The award has been upheld on appeal and is final insofar as it pertains to
Nordell and its interest in the Project. The damage award against Veronex,
however, has been reversed by the United States District Court for the Central
District of California, which found that Veronex was not Nordell's "alter ego",
and that Veronex did not consent to the jurisdiction of the AAA Panel over it.
The Company has appealed the District Court's "alter ego" and consent ruling to
the United States Court of Appeals for the Ninth Circuit.

In other efforts to collect the damages awarded by the AAA Panel, the
Company has obtained a default judgment from a state district court in Dallas
against Joseph Laferty, an executive officer of Veronex and Nordell, and has a
motion for summary judgment pending in the United States District Court for the
Northern District of Texas against David Hite, chief executive officer of
Veronex and Nordell, based on their ratifications of Nordell's obligations to
the Company; has filed an action in state district court in Dallas (since
removed to federal district court) against Veronex to enforce its ratification
of Nordell's obligation; has seized approximately $100,000 in payments on
Nordell's 5% net profit interest; and has initiated foreclosure proceedings with
respect to the balance of Nordell's interest.

Meanwhile, Veronex, speaking through Mr. Hite, has repeatedly threatened to
bring a fraud or racketeering action against the Company seeking "very, very
large" damages, and has asserted that Veronex's ability to do so is at issue in
an appeal pending before the Ninth Circuit concerning a ruling by the United
States District Court for the Central District of California in 1991 dismissing
a third party action for fraud filed against the Company by Veronex in a
securities fraud claim filed against Veronex by a purchaser of its securities.
The securities fraud claim to which Veronex alleges its third party claim was
settled by Veronex for $10,000. The Company believes that any such action
asserted by Veronex against the Company would be without factual merit and
subject to several legal defenses.

Page 25
<PAGE>

REGULATORY MATTER

The Company continues to cooperate with inquiries by the Securities and
Exchange Commission and the Department of Justice regarding possible violations
of the Foreign Corrupt Practices Act in connection with the Company's operations
in Indonesia. Based upon the information available to the Company to date, the
Company believes that it will be able to resolve any issues that either agency
ultimately might raise concerning these matters in a manner that would not have

OTHER LITIGATION

On or about June 22, 1994, the Company and numerous other defendants were
served by the State of Nevada, Division of Environmental Protection (the "NDEP")
in a state court proceeding in Clark County, Nevada. The action seeks to hold
the defendants responsible for remediation of certain underground water
contamination at the McCarran International Airport and seeks civil penalties of
up to $25,000 per day. The Company has been advised by the NDEP that the action
was filed to toll the running of the statute of limitations on certain potential
causes of action. The Company denies responsibility for the contamination at
issue and does not believe that the action will have a material adverse affect
on its consolidated financial condition.

The Company is also subject to ordinary litigation that is incidental to
its business, none of which is expected to have a material adverse effect on the
Company's consolidated financial condition.

Page 26
<PAGE>

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted by the Company during the fourth quarter of the
fiscal year covered by this report to security holders, through the solicitation
of proxies or otherwise.

Page 27
<PAGE>

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

Triton's Common Stock is listed on the New York Stock Exchange and traded
under the symbol OIL. Triton's Common Stock is also listed on the Toronto Stock
Exchange. The high and low closing sales prices as reported on the New York
Stock Exchange Composite Tape for a period including the two fiscal years ended
May 31, 1994, are:

CALENDAR PERIODS HIGH LOW
- - - ---------------- ---- ---
<S> <C> <C>
1992:
First Quarter . . . . . . . . . . . . . . . . . . 48-1/8 31-3/8
Second Quarter . . . . . . . . . . . . . . . . . 34-1/2 27
Third Quarter . . . . . . . . . . . . . . . . . . 38-1/2 26-3/4
Fourth Quarter . . . . . . . . . . . . . . . . . 42-5/8 32-3/8

1993:
First Quarter . . . . . . . . . . . . . . . . . . 38-7/8 28-3/8
Second Quarter . . . . . . . . . . . . . . . . . 43-7/8 33-1/2
Third Quarter . . . . . . . . . . . . . . . . . . 34-3/4 27-3/4
Fourth Quarter . . . . . . . . . . . . . . . . . 33-3/4 28-3/4

1994:
First Quarter . . . . . . . . . . . . . . . . . . 32 26-3/4
Second Quarter . . . . . . . . . . . . . . . . . 35-7/8 25-1/8
Third Quarter* . . . . . . . . . . . . . . . . . 36 32-3/8

<FN>
*Through August 12, 1994.
</TABLE>

since fiscal 1990. The Company's current intent is to retain earnings for use
in the Company's business and the financing of its capital requirements. The
payment of any future cash dividends is necessarily dependent upon the earnings
and financial needs of the Company, along with applicable legal and contractual
restrictions.

The payment of dividends on the Company's capital stock is restricted
pursuant to the indentures under which its publicly traded notes were issued.

Page 28
<PAGE>

Under applicable corporate law, the Company may pay dividends or make other
distributions to its shareholders if (i) it would be solvent after giving effect
to the distribution and (ii) the distribution would not exceed the Company's
surplus. "Surplus" is defined as the excess of the net assets of the Company
over its stated capital (stated capital being the total par value of the
Company's outstanding capital stock plus all amounts transferred to stated
capital, minus legal reductions from such sum).

In connection with the acquisition in March 1994 of the common shares of
Triton Europe not owned by Triton, the Company issued 522,460 shares of its 5%
Convertible Preferred Stock ("5% preferred stock") to the former holders of the
Triton Europe common shares. Each share of the 5% preferred stock may be
converted into one share of Triton Common Stock at any time on or after October
1, 1994. Each share of 5% preferred stock bears a cash dividend, which has
priority over dividends on Triton's Common Stock, equal to 5% per annum on the
redemption price of $34.41 per share, payable semi-annually on March 30 and
September 30, commencing on September 30, 1994. The 5% preferred stock has
priority over Triton Common Stock upon liquidation, and may be redeemed at
Triton's option at any time on or after March 30, 1998 (or such earlier date as
at least 75% of the shares originally issued have been converted into Common
Stock) for cash equal to the redemption price. Any shares of 5% preferred stock
that remain outstanding on March 30, 2004 must be redeemed at the redemption
price either for cash or, at the Company's option, for shares of Triton Common
Stock. See note 14 of Notes to Consolidated Financial Statements.

In June 1990, the Board of Directors of the Company adopted a Shareholder
Rights Plan under which preferred stock rights were issued to holders of its
Common Stock at the rate of one right for each share of Common Stock held as of
the close of business on June 26, 1990.

Generally, the rights become exercisable only if a person acquires
beneficial ownership of 15% or more of Triton's Common Stock or announces a
tender offer for 15% or more of the Common Stock. If, among other events, any
person becomes the beneficial owner of 15% or more of Triton's Common Stock,
number of shares of Common Stock of the Company, which is equal to the amount
obtained by dividing the right's exercise price (currently $40) by 50% of the
market price of the Common Stock on the date of the first occurrence. In
addition, if the Company is subsequently merged or certain other extraordinary
business transactions are consummated, each right generally becomes a right to
purchase such number of shares of common stock of the acquiring person which is
equal to the amount obtained by dividing the right's exercise price by 50% of
the market price of the Common Stock on the date of the first occurrence. Under
certain circumstances, the Company's directors may determine that a tender offer
or merger is fair to all shareholders and prevent the rights from being
exercised. The Company will be entitled to redeem the rights at $0.01 per right
at any time until the 10th day following the public announcement that a 15%
position has been acquired. The rights will expire on June 26, 2000.

At August 18, 1994, there were 7,070 record holders of the Company's Common
Stock.

Page 29
<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
AS OF OR FOR YEAR ENDED MAY 31,
---------------------------------------------------------------------
1994 1993 1992 1991 1990
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
OPERATING DATA (1):
Sales and other operating revenues (1) $ 56,093 $ 104,278 $ 119,431 $ 175,498 $ 186,212
Total revenues(1) 120,389 110,240 125,982 209,311 196,575
Loss from continuing operations(1)(2) (8,691) (81,842) (91,596) (11,933) (58,782)
Earnings (loss) before extraordinary
items and cumulative effect of
accounting change (9,341) (93,552) (94,037) 4,745 (54,769)
Net earnings (loss)(2) (9,341) (89,535) (94,037) 6,185 (54,176)
Weighted average number of common
shares outstanding 34,775 34,241 29,898 20,368 20,346
Loss per common share:
Continuing operations (1) $ (0.25) $ (2.39) $ (3.11) (0.86) $ (3.15)
Before extraordinary item and cumulative
effect of accounting change (0.27) (2.73) (3.19) (0.04) (2.96)
Cash dividends per common share --- --- --- --- 0.10

BALANCE SHEET DATA:
Net property and equipment 308,498 330,151 385,979 391,862 424,850
Total assets 616,101 561,931 571,169 553,809 646,128
Long-term debt 294,441 159,147 27,587 160,667 233,134
Redeemable preferred stock of
subsidiaries --- 11,399 12,972 13,608 22,615
Shareholders' equity 263,422 255,432 336,013 186,503 173,796
<FN>
____________________

(1) Operating data for all years are restated to give effect to accounting for
discontinued operations in 1993.

(2) Gives effect to the writedown of assets and loss provisions of $45.8
million during 1994, $103.4 million during 1993, $55.4 million during 1992,
$4.4 million during 1991 and $36.3 million during 1990.
</TABLE>

Page 30
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

GENERAL

Beginning in fiscal 1993, the Company initiated several strategic changes
with respect to its exploration and development programs and non-oil and gas
businesses. As a result, the Company is focusing its resources on what it
regards as high potential exploration and development opportunities such as
those in Colombia, Malaysia-Thailand and other areas. Producing properties,
publicly owned subsidiaries and affiliates and non-oil and gas assets have been
re-evaluated, and in some cases sold or restructured, in order to sharpen this
focus.

LIQUIDITY AND CAPITAL RESOURCES

Net working capital was $116.8 million, $42.8 million and $14.7 million at
May 31, 1994, 1993 and 1992, respectively, while the Company's debt as a
percentage of total capital was 53% at May 31, 1994 and 41% at May 31, 1993. The
Company has substantially reduced its cost of borrowing as evidenced by the
lower interest rate of 9 3/4% realized on the Company's debt offering in
December 1993.

For the year ended May 31, 1994, funding requirements for operating
expenses, capital expenditures and debt retirement were provided by proceeds
from the sale of assets ($100 million) and approximately $124 million from the
issuance of $170 million in principal amount of 9 3/4% Senior Subordinated
Discount Notes ("9 3/4% Notes") due December 2000. Net cash used by operating
activities in fiscal 1994 was $25 million, including $7.6 million used in
discontinued operations.

On March 31, 1994, the Company acquired all of the outstanding shares of
Triton Europe, not owned by the Company, representing the minority shareholders'
5% preferred stock, which added approximately $18 million to shareholders'
equity.

Proceeds of approximately $126 million from the issuance of $240 million in
principal amount of 12 1/2% Senior Subordinated Discount Notes ("1997 Notes")
due November 1997 and asset sales ($29.4 million) were the primary sources of
funds required during 1993 for the Company's capital expenditures, operating
expenses and debt retirement. Funding requirements for the year ended May 31,
1992 were met from cash flow provided by operating activities ($22.5 million)
and the issuance of common stock in 1991 ($120.5 million).

The Company incurred capital expenditures and other capital investments of
$86.8 million, $124.9 million and $98.4 million during the years ended May 31,
1994, 1993, and 1992, respectively, primarily resulting from exploration and
development of the Cusiana and Cupiagua Fields in Colombia.

Page 31
<PAGE>

CAPITAL REQUIREMENTS AND FUNDING ALTERNATIVES

Continued funding for development of the oil fields in Colombia, including
drilling and production facilities, as well as commitments for seismic, drilling
and other exploration expenditures under various license, production sharing and
other agreements, will require significant capital. At May 31, 1994, the
Company had approximately $161.3 million in cash and marketable securities on
hand, which the Company believes will be sufficient to fund currently
anticipated capital expenditures into 1995. In addition, the Company has
received a commitment from the Export-Import Bank of the United States
(Eximbank) for a guarantee of up to $35 million of borrowings to purchase United
States-sourced capital equipment under credit facilities to be negotiated. The
Company's capital budget for the seven months ending December 31, 1994 (the
Company's new fiscal year end) is approximately $110 million, excluding
capitalized interest, of which approximately $85 million relates to Colombia.

Total capital requirements for full field development of the Cusiana and
Cupiagua Fields in Colombia have not been finally determined, although they are
expected to continue at substantial levels into 1997. A substantial portion of
the Company's capital expenditures in Colombia have been, and for the
foreseeable future are expected to be, for exploration and development
activities relating to the Cusiana and Cupiagua Fields pursuant to contracts
under which the Company is not the operator. For this reason, and because the
geological characteristics of the fields are relatively complex and
unpredictable, the Company's capital requirements, while substantial, are
relatively difficult to predict.

In addition to drilling expenditures, significant capital will be necessary
to finance the construction of needed additional Colombian transportation
by many factors, including the partners' assessment of the fields' production
potential and the participation of third party investors.

A memorandum of understanding relating to the formation of a jointly owned
and financed pipeline company has been entered into among the Company and the
other working interest owners, and TransCanada PipeLines Colombia Limited and
IPL Energy (Colombia) Ltd., but the memorandum is not binding on the parties
unless and until definitive agreements relating to financing, throughput and
other matters are negotiated. Moreover, the level and terms of the Company's
capital contributions to the pipeline company would be affected by the capital
structure of the pipeline company. The Company currently expects that
approximately 70% of the pipeline company's capital structure will be debt.

The remaining additional indebtedness that may be incurred under debt
limitation covenants relating to the Company's senior subordinated notes is
expected to be substantially utilized by borrowings incurred in connection with
the Eximbank guaranteed borrowings described above and similar export credit
agency borrowings under facilities to be negotiated. The Company expects to
meet the balance of its direct capital needs in 1995 and later years with cash
on hand, marketable securities, increasing cash flow from Colombian operations,
proceeds from asset sales, and possibly the issuance of equity securities.

Page 32
<PAGE>

RESULTS OF OPERATIONS

The Company reported a net loss from continuing operations of $8.7 million
in 1994, $81.8 million in 1993 and $91.6 million in 1992. The improvement,
from 1993 to 1994, resulted principally from gains realized on the sale of
Triton Canada common stock and other assets and lower writedowns of oil and gas
properties, depreciation and depletion and equity losses from affiliates. The
1993 results improved compared to 1992 despite higher writedowns of oil and gas
properties and other assets and lower oil and gas volumes, primarily due to
lower losses in the aviation segment and income tax benefits resulting from the
writedown of oil and gas properties in France and recognition of a deferred tax
asset in the United States.

The Company has elected to change its fiscal year end from May 31 to
December 31, commencing December 31, 1994. Management expects that the
Company's results of operations for the seven month transition period ending
December 31, 1994, will be less favorable than for the fiscal year May 31,
1994 or than would have been expected for a twelve month period ending
May 31, 1995, primarily because the Company does not expect a material
improvement in results of operations until the anticipated significant
increase in Colombian production occurs.

REVENUES

Sales and other operating revenues were $56.1 million in 1994, $104.3
$37.8 million from 1993 to 1994 while aviation sales and services decreased $7
million due to the divestiture of Triton Canada and non-core assets. Total
revenues in 1994 include a $47.9 million gain on the sale of the Company's
investment in Triton Canada. Other income increased during 1994 due to a $7
million gain on the sale of United States oil and gas properties, a $1.5 million
gain on the sale of Aero Services International, Inc. ("Aero") and higher
interest income of $2.4 million. The decrease in sales and operating revenues
in 1993 compared to 1992 resulted from declines in oil and gas revenues ($5.1
million ) and aviation sales and services ($8.8 million).

COSTS AND EXPENSES

Operating expenses of $41.6 million for the year ended May 31, 1994
decreased $14.4 million from the previous year, primarily due to oil and gas
operations ($8.3 million), aviation operations ($2.1 million) and gas gathering
and pipeline operations ($3.8 million) which have been sold. Operating expenses
decreased $10.1 million from 1992 to 1993 principally due to lower aviation
operating expenses of $10.6 million.

General and administrative expenses decreased $5.9 million from 1993 to
1994 as lower expenses in the oil and gas and aviation segments were partially
offset by increases in personnel at the corporate office. General and
administrative expenses during 1993 increased compared to 1992 due to severance
costs and corporate staff increases, offset by staff reductions in the United
States, Indonesia, France and Canada and lower directors' compensation. The
decrease in directors' compensation resulted from a decline in both the shares
and market value of outstanding stock appreciation rights.

Page 33
<PAGE>

Depreciation, depletion and amortization of $20.5 million in 1994 decreased
$25.9 million from 1993 due to lower depletion related to oil and gas
operations. The increase from 1992 to 1993 was also related to oil and gas
operations.

Writedown of assets and loss provisions were $45.8 million, $103.4 million
and $55.4 million for 1994, 1993 and 1992, respectively. Writedowns of oil and
gas properties totaled $44.4 million in 1994, $91.2 million in 1993 and $35.8
million in 1992. Writedowns of aviation assets were $3.5 million and $6.3
million in 1993 and 1992, respectively. The Company also recorded loss
provisions of $5.5 million in 1993 and $10 million in 1992 relating to the cost
of actual or contemplated settlements and legal costs associated with pending
litigation during those years.

The increase in interest expense since 1992 was due to higher outstanding
debt resulting from the issuance of the 1997 Notes in November 1992 and the 9
3/4% Notes in December 1993, offset by capitalized interest.

Equity in earnings (loss) of affiliates was comprised of the following (in
thousands):

<TABLE>
<CAPTION>
-----------------------------------
1994 1993 1992
<S> <C> <C> <C>
Crusader, 49.9% owned $ 554 $ (3,512) $ (2,878)
Aero, 28% owned --- (9,481) (14,088)
Other 91 500 320
-------- -------- --------
$ 645 $(12,493) $(16,646)
-------- -------- --------
-------- -------- --------
</TABLE>

Crusader's 1994 earnings improvement resulted from a decrease in losses
from the smokeless fuel operation in Ireland of $3.4 million and lower
writedowns of $4.4 million. The 1993 Crusader loss was primarily a result of
pre-operating costs associated with the smokeless fuel operation in Ireland
($8.4 million) and writedowns of its United States oil and gas properties ($5.3
million). The 1992 loss at Crusader resulted from writedowns of $9.8 million,
of which $6.3 million pertained to coal properties and $3.5 million related to
other property and equipment.

For the years ended May 31, 1993 and 1992, the Company's equity in the
losses of Aero reflected loss provisions of $7.3 million and $11.8 million,
respectively. These loss provisions reduced the carrying amounts of preferred
stock, common stock, outstanding loans from the Company and receivables. The
Company's investment in Aero was carried at zero cost during 1994.

Page 34
<PAGE>

INCOME TAXES

The Company adopted Statement of Financial Accounting Standards ("SFAS")
No. 109, "Accounting for Income Taxes", effective June 1, 1992. The cumulative
benefit of the change to the liability based method under SFAS No. 109 in 1993
was $4 million, or $.12 per share.

The income tax benefit of $6.5 million in 1994 was due to a foreign tax
benefit of $10.7 million resulting from the ceiling test writedown of oil and
gas properties in France, a gain of $1 million relating to a refund collected
for taxes paid in connection with the 1991 sale of the North Sea properties and
a $2 million refund due in France for the usage of net operating losses. These
benefits were partially offset by $6.7 million of Canadian taxes due following
the sale of the Company's investment in Triton Canada. Also included in the
1994 tax provision is deferred tax expense of $10 million related to Colombia
and Argentina and a deferred tax benefit of $9.4 million related to the United
States. The Company will continue to incur deferred taxes in foreign
jurisdictions as capital investments are made without the continuing benefit
from United States net operating losses.

to a foreign tax benefit resulting from the writedown of oil properties in
France and recognition of a $25 million net deferred tax asset in the United
States.

At May 31, 1994, the Company had net operating loss and depletion loss
carryforwards for United States tax purposes of approximately $212.3 million and
$6.8 million, respectively. The net operating losses expire from 1996 through
2008 but the depletion carryforwards are available indefinitely. Corresponding
net operating losses and depletion loss carryforwards at May 31, 1993 were
$186.5 million and $6.8 million, respectively. The Company recorded a deferred
tax asset of $34.4 million and $25 million at May 31, 1994 and 1993,
respectively. The minimum amount of future taxable income necessary to realize
the deferred tax asset is approximately $98 million. It is anticipated that
future taxable income from Colombian operations and tax planning strategies
involving the Company's corporate structure will be sufficient to realize the
deferred tax asset.

MINORITY INTEREST IN LOSS OF SUBSIDIARIES

The changes in minority interest corresponded with movements in operating
losses realized by Triton Europe in 1992, 1993 and up until March 31, 1994, the
date on which the Company acquired the minority interest shares in Triton
Europe.

DISCONTINUED OPERATIONS

The results of operations for the wholesale fuel products segment have been
reported as discontinued operations due to the Company's decision to sell these
businesses. The 1994 losses were offset against a loss provision recorded of
$16.1 million, net of tax, at May 31, 1993. An additional accrual of $.7
million, net of tax, was recorded at May 31, 1994 to cover estimated operating
losses associated with the final disposition of this segment. Also reported as
a discontinued operation during fiscal 1992 were the results of operations for
the Company's seismic equipment sales and services segment. The Company
realized a net gain of $13.8 million during its first quarter of 1993 as a
result of this sale. The Company's equity in the earnings of Input/Output, Inc.
was $2.1 million in 1992.

Page 35
<PAGE>

The following table and related discussion summarize the results of
discontinued operations for the wholesale fuel products segment:

<TABLE>
<CAPTION>
YEAR ENDED MAY 31,
------------------
1994 1993 1992
---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C>
Expenses:
Operating . . . . . . . . . . . . . . . . . . . . . . 82,912 156,543 100,866
General and administrative . . . . . . . . . . . . . . 10,482 11,777 8,900
Depreciation and amortization . . . . . . . . . . . . 1,563 4,338 1,613
Writedown of assets . . . . . . . . . . . . . . . . . --- 4,969 371
Other . . . . . . . . . . . . . . . . . . . . . . . . 855 2,365 1,272
--------- --------- ---------
Loss from discontinued operations, excluding
intersegment revenues and related expenses . . . . . . $ 14,429 $ 9,499 $ 4,546
--------- --------- ---------
--------- --------- ---------
Estimated loss on disposal . . . . . . . . . . . . . . . $ 650 $ 16,077
--------- ---------
--------- ---------
</TABLE>

For the wholesale fuel products segment, both sales and expenses increased
substantially during 1993 and 1992. This was due to the acquisition of three
wholesale products distributors during those years. Also contributing was the
establishment of gas and diesel operations in Texas and the Southeast. A
resulting change in product mix led to lower margins during those years as non-
aviation related sales increased in relation to total sales. The writedown of
assets during 1993 related primarily to goodwill. The 1994 results have been
affected by the divestitures that have taken place.

INVESTMENTS IN MARKETABLE SECURITIES

Effective May 31, 1994, the Company adopted SFAS No. 115, "Accounting for
Certain Investments in Debt and Equity Securities", which requires that
investments in certain marketable debt securities be reported at fair value
except for those investments in debt securities which management has the
positive intent and ability to hold to maturity. Unrealized gains or losses
related to trading investments are recorded in the income statement while
unrealized gains or losses related to investments available-for-sale are
recorded as a separate component of shareholders' equity. At May 31, 1994, the
Company recorded a valuation reserve of $1 million in shareholders' equity
representing the cumulative effect of adopting this standard.

ENVIRONMENTAL MATTERS

The Company is subject to extensive environmental laws and regulations.
These laws regulate the discharge of materials into the environment and may
require the Company to remove or mitigate

Page 36
<PAGE>

the environmental effects of the disposal or release of petroleum substances at
various sites. Also, the Company remains liable for certain environmental
in the storage, handling and sale of hazardous materials, including fuel storage
in underground tanks. The Company believes that the level of future
expenditures for environmental matters, including clean-up obligations, is
impractical to determine with any reliable degree of accuracy. Management
believes that such costs, when finally determined, will not have a material
adverse effect on the Company's consolidated financial position. During the
years ended May 31, 1994, 1993 and 1992, the Company accrued $4.4 million, nil
and $1.2 million, respectively, for environmental costs. See Item 1. "Business
- - - - Oil and Gas Operations", "Business - Litigation" and note 18 of Notes to
Consolidated Financial Statements.

Page 37
<PAGE>

SEGMENT REVIEW

The following table and related discussion summarize the contributions to
operating loss by the Company's industry segments for the three years ended May
31, 1994. Operating loss represents sales and other operating revenues, less
total costs and expenses (including writedowns of operating assets) and
excludes, among other items, interest and other income/expense and general
corporate expenses.

YEAR ENDED MAY 31,
-----------------------------------
1994 1993 1992
---- ---- ----
(IN THOUSANDS OF DOLLARS, EXCEPT
WHERE INDICATED AND EXCEPT
FOR PER UNIT AVERAGES)
<S> <C> <C> <C>
OIL AND GAS EXPLORATION AND PRODUCTION
ACTIVITIES, EXCLUDING EQUITY AFFILIATES:
Sales and other operating revenues . . . . . . . . . . . . . . . . . . . . 41,239 79,057 84,126
Operating loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (59,102) (109,254) (42,413)

Oil production (Mbbls) . . . . . . . . . . . . . . . . . . . . . . . . 2,237 2,904 3,095
Gas production (Mmcf). . . .. . . . . . . . . . . . . . . . . . . . . . 4,671 17,750 19,847
Weighted average price per bbl . . . . . . . . . . . . . . . . . . . . 15.38 19.26 19.58

Weighted average price per Mcf . . . . . . . . . . . . . . . . . . . . . . . 1.39 1.21 1.09

Writedowns included in operating loss:

United Kingdom. . . . . . . . . . . . . . . . . . . . . . . . . . -- 8,185 1,380
Indonesia . . . . . . . . . . . . . . . . . . . . . . . . . . . . 922 8,734 13,672
New Zealand . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 4,981 3,000
Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- -- 6,824
Gabon . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- -- 7,021
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . 251 2,506 3,881
------ ------ ------
Total writedowns . . . . . . . . . . . . . . . . . . . . . . 44,374 91,171 35,778
------ ------ ------
------ ------ ------

AVIATION SALES AND SERVICES:

Sales and other operating revenues. . . . . . . . . . . . . . . . . . . . 12,903 19,864 28,707
Operating loss (including intersegment operating
expenses of $1 million, $3.7 million and $3.2 million
in 1994, 1993 and 1992, respectively). . . . . . . . . . . . . . . . . . (4,087) (5,143) (9,471)
Writedowns included in operating loss. . . . . . . . . . . . . . -- 3,487 6,304
</TABLE>

Page 38

<PAGE>

OIL AND GAS ACTIVITIES

Oil and gas sales decreased by $37.8 million in 1994 compared to 1993
primarily due to the sale of the Company's investment in Triton Canada ($14.5
million), sale of United States working interests ($8.6 million) and lower
revenues in France resulting from a drop in production. The lower production
reflects a continuing natural decline in the Villeperdue field. Average oil
prices per barrel dropped by $3.88 between 1993 and 1994, resulting in an $8.1
million decrease in revenues during 1994, principally from price decreases in
France ($4.46 per barrel or a $4.7 million effect). Price decreases in
Indonesia, the United States and Colombia had a lesser impact, representing in
the aggregate a $3.3 million effect in 1994. Colombian production increased to
467,000 barrels in 1994 from 219,000 barrels in 1993.

Oil and gas production costs were $26.6 million in 1994, $34.9 million in
1993, and $34.3 million in 1992. The decrease in 1994 was principally due to the
sale of Triton Canada and United States properties ($9 million effect) and lower
production in France ($3.1 million effect) partially offset by increased
production in Colombia ($1.8 million effect) and an accrual for environmental
1992 was principally due to startup costs in Colombia and additional workover
costs in Indonesia and France. These cost increases were partially offset by
the lower production volumes during 1993. Average production costs per
equivalent barrel of oil and gas production were $8.83 in 1994, $5.95 in 1993
and $5.35 in 1992. The increase per barrel in 1994 was primarily due to the
United States environmental cleanup costs and lower United States production
from the sale of working interest properties. Average production costs per
equivalent barrel are expected to decrease once production increases in
Colombia.

General and administrative expenses in this segment have decreased from $18
million in 1992 and 1993 to $11 million in 1994. Lower expenses in 1994 were
primarily due to the restructuring in Europe ($4.6 million effect), the sale of
Canada ($1.4 million effect), and higher capitalization ($2 million effect)
caused by increased activity in Malaysia-Thailand. Affecting 1993 and 1992 were
severance costs and other restructuring related expenses in Europe in 1993 and
Canada in 1992 and growth in activity and personnel in Colombia. These were
offset partially by the effect of staff reductions in the United States, Canada
and Indonesia.

Operating profits for this segment were significantly affected by
writedowns of $43.2 million and $74.9 million in Europe during 1994 and 1993,
respectively. During 1994, the writedowns related to SEC ceiling limitation
requirements for the French cost pool. The 1993 writedowns reflected a decision
to eliminate certain future development activities in the Villeperdue field, for
which the Company recorded a significant decrease in its proved undeveloped
reserves. A resulting drop in the Securities and Exchange Commission ("SEC")
ceiling limitation for these properties led to a $55.7 million writedown of
costs associated with the Company's proved oil properties. Additionally, in
connection with Triton Europe's decision to eliminate certain exploration
activities in both France and the United Kingdom, approximately $19.2 million of
unevaluated properties were considered to be impaired. These costs were
associated with various license areas that were relinquished or allowed to
expire. Further, writedowns occurred in the United Kingdom, New Zealand and
Indonesia during both 1992 and 1993 because of lower prices, downward
adjustments

Page 39
<PAGE>

of reserves or impairment. The 1992 writedown in Gabon resulted from the
Company's relinquishment of its license area due to a lack of exploration
success.

AVIATION SALES AND SERVICES

Sales and operating expenses in this segment continued to decrease
principally from the divestiture of three fixed based operations and a reduction
in charter and maintenance revenues in 1994. The decreases in 1993 compared to
and 1991 divestitures. Writedowns were recorded during 1993 and 1992 in order
to reflect the permanent impairment of value or contemplation of various asset
sales, pursuant to a restructuring plan initiated during 1990.

PAGE 40
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required by this item begin at page F-1 hereof.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.

Page 41
<PAGE>

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information relating to the Company's directors and nominees for
election as directors of the Company is incorporated herein by reference from
the Company's Proxy Statement (herein so called) for its 1994 Annual Meeting of
Shareholders, specifically the discussion under the heading "Election
of Directors". It is currently anticipated that the Proxy Statement will be
publicly available and mailed to shareholders in September 1994. Certain
information as to executive officers is included herein under Item 1. "Business
- - - - Executive Officers".

ITEM 11. EXECUTIVE COMPENSATION

The discussion under "Management Compensation" in the Company's Proxy
Statement is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The discussion under "Voting and Principal Shareholders" in the Company's
Proxy Statement is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The discussion under "Management Compensation" in the Company's Proxy
Statement is incorporated herein by reference.

Page 42
<PAGE>

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this Annual Report on
Form 10-K:

1. Financial Statements: The financial statements filed as part of this
report are listed in the "Index to Financial Statements and Schedules" on page
F-1 hereof.

2. Financial Statement Schedules: The financial statement schedules filed
as part of this report are listed in the "Index to Financial Statements and
Schedules" on page F-1 hereof.

3. Exhibits required to be filed by Item 601 of Regulation S-K. (Where
the amount of securities authorized to be issued under any of Crusader's long-
term debt agreements does not exceed 10% of the Company's assets, pursuant to
paragraph (b)(4) of Item 601 of Regulation S-K, in lieu of filing such as an
exhibits, the Company hereby agrees to furnish to the Commission upon request a
copy of any agreement with respect to such long-term debt.)

3.2 Amended and Restated Bylaws of Triton Energy
Corporation.(1)

4.1 Specimen Stock Certificate of Common Stock, $1.00 par
value, of the Company.(3)

4.4 Rights Agreement dated as of June 26, 1990, between
Triton and NationsBank of Texas, N.A. (f/k/a NCNB Texas
National Bank), as Rights Agent.(3)

4.5 Statement of Cancellation of Redeemable Shares, dated
October 1, 1991. (7)
4.6 Form of Debt Securities.(12)

4.7 Proposed Form of Senior Indenture.(12)

4.8 Proposed Form of Senior Subordinated Indenture.(12)

4.9 Senior Subordinated Indenture by and between the Company
and United States Trust Company of New York, dated as of
December 15, 1993.(11)

4.10 First Supplemental Indenture by and between the Company
and United States Trust Company of New York, dated as of
December 15, 1993.(11)

4.11 Statement of Resolution Establishing and Designating a
Series of Shares of the Company, 5 % Convertible
Preferred Stock, no par value, dated as of March 30,
1994.(13)

10.1 Triton Energy Corporation Amended and Restated
Retirement Income Plan.(11)

10.2 Triton Energy Corporation Amended and Restated
Supplemental Executive Retirement Income Plan.(11)

Page 43

<PAGE>

10.3 1981 Employee Non-Qualified Stock Option Plan of Triton
Energy Corporation.(2)

10.4 Amendment No. 1 to the 1981 Employee Non-Qualified Stock
Option Plan of Triton Energy Corporation.(6)

10.5 Amendment No. 2 to the 1981 Employee Non-Qualified Stock
Option Plan of Triton Energy Corporation.(2)

10.6 Amendment No. 3 to the 1981 Employee Non-Qualified Stock
Option Plan of Triton Energy Corporation.(11)

10.7 1985 Stock Option Plan of Triton Energy Corporation.(3)

10.8 Amendment No. 1 to the 1985 Stock Option Plan of Triton
Energy Corporation.(2)

10.9 Amendment No. 2 to the 1985 Stock Option Plan of Triton
Energy Corporation.(11)

10.10 Triton Energy Corporation Amended and Restated 1986
Convertible Debenture Plan.(11)

10.11 1988 Stock Appreciation Rights Plan of Triton Energy
Corporation.(5)

10.12 Triton Energy Corporation 1989 Stock Option Plan.(8)

10.13 Amendment No. 1 to the Triton Energy Corporation 1989
Stock Option Plan.(2)

10.14 Amendment No. 2 to the Triton Energy Corporation 1989
Stock Option Plan.(11)

10.15 Triton Energy Amended and Restated 1992 Stock Option
Plan .(11)

10.16 Form of Amended and Restated Employment Agreement by and
among Triton Energy Corporation and certain officers of

10.17 Triton Energy Amended and Restated Restricted Stock
Plan.(11)

10.18 Deed of Trust Note dated April 11, 1988, executed by
Triton Aviation Services, Inc. and API Terminal, Inc.
and related documents, including Guaranty of Triton
Energy Corporation.(5)

10.19 Triton Energy Corporation Executive Life Insurance
Plan.(4)

10.20 Triton Energy Corporation Long Term Disability Income
Plan.(4)

10.21 Triton Energy Corporation Amended and Restated
Retirement Plan for Directors.(3)

10.22 Indenture dated as of November 13, 1992 between Triton
and Chemical Bank, with respect to the issuance of
Senior Subordinated Discount Notes due 1997.(9)

10.23 Supplemental Indenture dated as of July 1, 1993 between
Triton Energy Corporation and Chemical Bank.(5)

10.24 Supplemental Indenture dated as of August 16, 1993
between Triton Energy Corporation and Chemical Bank.(5)

10.25 Underwriting Agreement dated June 18, 1993 among Triton
Canada Resources Ltd., Triton Energy Corporation and the
underwriters named therein.(10)

Page 44

<PAGE>

10.26 Purchase and Sale Agreement among Triton Oil and Gas
Corp., Triton Energy Corporation and Torch Energy
Advisors Incorporated dated effective as of January 1,
1993.(5)

10.27 Agreement for Purchase and Sale of Assets Among Triton
Fuel Group, Inc. and AVFUEL Corporation dated August 25,
1993.(5)

10.28 Contract for Exploration and Exploitation for Santiago
de Atalayas I with an effective date of July 1, 1982,
between Triton Colombia, Inc., and Empresa Colombiana De
Petroleos.(5)

10.29 Contract for Exploration and Exploitation for Tauramena
with an effective date of July 4, 1988, between Triton
Colombia, Inc., and Empresa Colombiana De Petroleos.(5)

10.30 Summary of Assignment legalized by Public Instrument No.
1255 dated September 15, 1987 (Assignment is in Spanish
language).(5)

10.31 Summary of Assignment legalized by Public Instrument No.
1602 dated June 11, 1990 (Assignment is in Spanish
language).(5)

10.32 Summary of Assignment legalized by Public Instrument No.
2586 dated September 9, 1992 (Assignment is in Spanish
language).(5)

10.33 Guaranty between the company and Comerica Bank
Texas.(11)

10.34 Triton Energy Corporation 401(K) Savings Plan.(11)

10.36 Contract between Malaysia-Thailand and Joint Authority
and Petronas Carigali SDN.BHD. and Triton Oil Company of
Thailand relating to Exploration and Production of
Block A-18.(15)

21.1 Subsidiaries of the Company.(1)

23.1 Consent of Price Waterhouse, L.L.P.(1)

23.2 Consent of KPMG Peat Marwick, L.L.P., Dallas, Texas.(1)

23.3 Consent of KPMG Peat Marwick, Brisbane, Australia.(1)

23.4 Consent of DeGolyer and MacNaughton.(1)

23.5 Consents of McDaniel & Associates Consultants, Ltd.(1)

24.1 The power of attorney of officers and directors of the
Company as set forth on the signature page hereof.(1)

99.1 Rio Chitamena Association Contract.(15)

99.2 Rio Chitamena Purchase and Sale Agreement.(15)

99.3 Integral Plan - Cusiana Oil Structure.(15)

99.4 Letter Agreements with co-investor in Colombia.(15)

99.5 Colombia Pipeline Memorandum of Understanding.(15)

Page 45

<PAGE>

(1) Filed herewith.
(2) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended May 31, 1992 and incorporated herein by
reference.
(3) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended May 31, 1990 and incorporated herein by
reference.
(4) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended May 31, 1991 and incorporated herein by
reference.
(5) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended May 31, 1993 and incorporated by reference
herein.
(6) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended May 31, 1989 and incorporated by reference
herein.
(7) Previously filed as an exhibit to the Company's Registration Statement on
Form S-3 (No. 33-42430) and incorporated herein by reference.
(8) Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended November 30, 1988 and incorporated herein by
reference.
(9) Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended November 30, 1992 and incorporated herein by
reference.
(10) Previously filed as an exhibit to the Company's Current Report on Form 8-K
dated as of July 14, 1993 and incorporated herein by reference.
(11) Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended November 30, 1993 and incorporated by reference
herein.
(12) Previously filed as an exhibit to the Company's Registration Statement on
Form S-3 (No. 33-69230) and incorporated herein by reference.
(13) Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended February 28, 1994 and incorporated by reference
herein.
(14) Previously filed as an exhibit to the Company's current report on Form 8-K
(15) Previously filed as an exhibit to the Company's current report on Form 8
-K/A dated July 15, 1994 and incorporated by reference herein.

(b) Reports on Form 8-K.
On March 3, 1994, the Company filed a Current Report on Form 8-K, with
respect to Item 5 of said Form, relating to the approval by state and federal
district courts in Dallas of the settlement of all pending shareholder lawsuits
against the Company and the approval of the minority shareholders of Triton
Europe plc to the Company's purchase of their shares in Triton Europe plc. On
March 15, 1994, the Company filed a Current Report on Form 8-K, with respect to
Item 5 of said Form, relating to the finalization of agreements for commencement
of joint petroleum operations in Block 18, located in the Malaysia-Thailand
Joint Development Area. On April 14, 1994, the Company filed a Current Report
on Form 8-K, with respect to Item 5 of said Form, relating to the approval of
the Company's Board of Directors of the sale to a group of senior officers of
$6.3 million aggregate principal amount of convertible subordinated debentures.
On April 21, 1994, the Company filed a Current Report on Form 8-K, with respect
to Item 5 of said Form, relating to the execution of a production sharing
contract with the Malaysia-Thailand Joint Authority and the Malaysian National
Oil Company. On April 28, 1994, the Company filed a current Report on Form 8-K,
with respect to Item 5 of said Form, relating to the completion of a private
placement of $41 million principal amount of ten year exchangeable notes by
Crusader Limited, a 49.9% owned affiliate of the Company. On

Page 46

<PAGE>

May 25, 1994, the Company filed a Current Report on Form 8-K, with respect to
Item 8 of said Form, relating to the change in fiscal year end of the Company.

(d) See subitem (a) above.

Page 47

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report to be
signed by the undersigned thereunto duly authorized on the 29th day of August,
1994.

TRITON ENERGY CORPORATION

By: /s/ Thomas G. Finck
--------------------------
Thomas G. Finck
President and
Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of Triton Energy Corporation (the "Company") hereby constitutes and
appoints Thomas G. Finck, Robert B. Holland, III, and Peter Rugg, or any of them
fact and agent, with full power of substitution, for him and on his behalf and
in his name, place and stead, in any and all capacities, to sign, execute, and
file any and all documents relating to the Company's Form 10-K for the fiscal
year ended May 31, 1994, including any and all amendments and supplements
thereto, with any regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report on Form 10-K has been signed below by the following persons on
behalf of the Registrant and in the capacities indicated on the 29th day of
August, 1994.

Signature Title
--------- -----

/s/ Thomas G. Finck President, Chief Executive Officer and Director
-----------------------
Thomas G. Finck

/s/ Peter Rugg Senior Vice President and Chief Financial
--------------------- Officer
Peter Rugg

Page 48

<PAGE>

________________________________ Director
Herbert L. Brewer

/s/ Ernest E. Cook Director
------------------
Ernest E. Cook

/s/ Ray H. Eubank Director
------------------
Ray H. Eubank

/s/ Jesse E. Hendricks Director
----------------------
Jesse E. Hendricks

/s/ William I. Lee Director
----------------------
William I. Lee

/s/ John P. Lewis Director
----------------------
John P. Lewis

- - - -------------------------------- Director
Michael E. McMahon

- - - -------------------------------- Director
Graeme O. Morris

- - - --------------------------------- Director
Wellslake D. Morse, Jr.

- - - --------------------------------- Director
J.G.A. Tucker

/s/ Fitzgerald S. Hudson
------------------------ Director
Fitzgerald S. Hudson

/s/ J. Otis Winters
------------------------- Director
J. Otis Winters

Page 49

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

----
<S> <C>
TRITON ENERGY CORPORATION AND SUBSIDIARIES:
Report of Independent Accountants - May 31, 1994 and 1993 . . . . . . . . . . . . . F-2
Report of Independent Accountants - May 31, 1992. . . . . . . . . . . . . . . . . . F-3
Consolidated Statements of Operations - Three years ended May 31, 1994. . . . . . . F-4
Consolidated Balance Sheets - May 31, 1994 and 1993 . . . . . . . . . . . . . . . . F-5
Consolidated Statements of Cash Flows - Three years ended May 31, 1994. . . . . . . F-6
Consolidated Statements of Shareholders' Equity - Three years ended May 31, 1994. . F-7
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . . . . . . F-8

SCHEDULES:
II - Amounts Receivable from Related Parties and Underwriters, Promoters
and Employees Other than Related Parties - Three years ended
May 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-47
V - Property and Equipment - Three years ended May 31, 1994 . . . . . . . . . . . . F-48
VI - Accumulated Depreciation and Depletion of Property and Equipment -
Three years ended May 31, 1994. . . . . . . . . . . . . . . . . . . . . . . . F-49
VIII - Valuation and Qualifying Accounts - Three years ended May 31, 1994. . . . . . . F-50
IX - Short-term Borrowings - Three years ended May 31, 1994. . . . . . . . . . . . . F-51
X - Supplemental Statements of Operations Information - Three years ended
May 31, 1994. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-52

CRUSADER LIMITED AND SUBSIDIARIES
Report of Independent Accountants - May 31, 1992. . . . . . . . . . . . . . . . . . F-53
Consolidated Statement of Earnings - Year ended May 31, 1992. . . . . . . . . . . . F-54
Consolidated Statement of Shareholders' Equity - Year ended May 31, 1992. . . . . . F-55
Consolidated Statement of Cash Flows - Year ended May 31, 1992. . . . . . . . . . . F-56
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . . . . . . F-57

SCHEDULES:
V - Property and Equipment - Year ended May 31, 1992. . . . . . . . . . . . . . . . F-68
VI - Accumulated Depreciation and Depletion of Property and Equipment -
Year ended May 31, 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . F-68
IX - Short-term Borrowings - Year ended May 31, 1992 . . . . . . . . . . . . . . . . F-69
X - Supplemental Statement of Earnings Information - Year ended
May 31, 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-69

</TABLE>

All other schedules are omitted as the required information is inapplicable or

F-1

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of
Triton Energy Corporation

In our opinion, the consolidated financial statements as of and for the years
ended May 31, 1994 and 1993 listed in the accompanying index present fairly, in
all material respects, the financial position of Triton Energy Corporation and
its subsidiaries at May 31, 1994 and 1993, and the results of their operations
and their cash flows for the years then ended in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Company'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.

As discussed in notes 1 and 3, the Company decided to discontinue its wholesale
fuel products segment in 1993. We have audited the adjustments that were
applied to restate the 1992 financial statements. In our opinion, such
adjustments are appropriate and have been properly applied to the 1992 financial
statements.

As discussed in note 1, the Company changed its method of accounting for
investments in marketable securities at May 31, 1994 and its accounting for
income taxes in 1993.

PRICE WATERHOUSE LLP

Dallas, Texas
July 19, 1994

F-2

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of
Triton Energy Corporation

We have audited the consolidated statements of operations, shareholders' equity
and cash flows of Triton Energy Corporation and subsidiaries for the year ended
May 31, 1992 (before restatement for discontinued wholesale fuel products
operations). In connection with our audit of the consolidated financial
statements, we also have audited the financial statement schedules as listed
in the accompanying index for the year ended May 31, 1992. These consolidated
financial statements and financial statement schedules are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements and financial statement schedules based on our
audit.

We conducted our audit in accordance with generally accepted auditing standards.
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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of operations and cash flows of
Triton Energy Corporation and subsidiaries for the year ended May 31, 1992, in
conformity with generally accepted accounting principles. Also, in our opinion,
the related financial statement schedules, when considered in relation to the
basic consolidated financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.

KPMG PEAT MARWICK LLP

Dallas, Texas
August 14, 1992

F-3

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE YEARS ENDED MAY 31, 1994
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

1994 1993 1992
--------- ---------- ----------
<S> <C> <C> <C>
Revenues:
Sales and other operating revenues $ 56,093 $ 104,278 $ 119,431
Gain on sale of Triton Canada common stock 47,865 --- ---
Other income 16,431 5,962 6,551
--------- ---------- ----------
120,389 110,240 125,982
--------- ---------- ----------
Costs and expenses:
Operating, including $2,075 in 1994, $7,538 in 1993 and
$8,436 in 1992 to affiliate 41,641 56,031 66,093
General and administrative 32,747 38,657 37,820
Depreciation, depletion and amortization 20,490 46,404 41,213
Interest 7,852 5,287 1,631
Equity in (earnings) loss of affiliates, net (645) 12,493 16,646
Foreign exchange (gain) loss (252) 776 4,557
--------- ---------- ----------
147,587 263,018 223,369
--------- ---------- ----------
Loss from continuing operations before income
taxes, minority interest and cumulative effect of
accounting change (27,198) (152,778) (97,387)
Income tax benefit (6,536) (43,881) (1,937)
--------- ---------- ----------
(20,662) (108,897) (95,450)
Minority interest in loss of subsidiaries 11,971 27,055 3,854
--------- ---------- ----------

Loss from continuing operations before cumulative
effect of accounting change (8,691) (81,842) (91,596)

Discontinued operations:
Loss from operations --- (9,474) (2,441)
Loss on disposal (650) (16,077) ---
Gain on public stock offering --- 13,841 ---
--------- ---------- ----------
Loss before cumulative effect of accounting change (9,341) (93,552) (94,037)

Cumulative effect of accounting change --- 4,017 ---
--------- ---------- ----------

Net loss (9,341) (89,535) (94,037)
Dividends on preferred stock --- --- 1,386
--------- ---------- ----------
--------- ---------- ----------
--------- ---------- ----------

Weighted average common shares outstanding 34,775 34,241 29,898
--------- ---------- ----------
--------- ---------- ----------

Earnings (loss) per common share:
Continuing operations $ (0.25) $ (2.39) $ (3.11)
Discontinued operations (0.02) (0.34) (0.08)
Cumulative effect of accounting change --- 0.12 ---
--------- ---------- ----------

Net loss $ (0.27) $ (2.61) $ (3.19)
--------- ---------- ----------
--------- ---------- ----------

</TABLE>

See accompanying notes to consolidated financial statements.

F-4

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MAY 31, 1994 and 1993
(IN THOUSANDS, EXCEPT SHARE DATA )

ASSETS
1994 1993
---------- ----------
<S> <C> <C>
Current assets:
Cash and equivalents $ 69,005 $ 52,939
Short-term marketable securities 63,431 24,253
Receivables, principally trade 14,579 16,716
Inventories 3,396 5,783
Net assets of discontinued operations 4,566 21,789
Prepaid expenses and other 699 787
---------- ----------

Long-term marketable securities 28,831 ---
Investments in unconsolidated affiliates 36,809 50,115
Property and equipment, at cost, net 308,498 330,151
Deferred income taxes 34,426 25,000
Other assets 51,861 34,398
---------- ----------
$ 616,101 $ 561,931
---------- ----------
---------- ----------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 312 $ 3,440
Short-term borrowings 1,640 3,280
Accounts payable and accrued liabilities 30,251 38,840
Liabilities of discontinued operations 6,700 31,360
Deferred income taxes --- 2,583
---------- ----------
Total current liabilities 38,903 79,503
---------- ----------

Long-term debt, excluding current installments 294,441 159,147
Deferred income taxes 10,037 13,178
Deferred income and other 9,298 9,100
Minority interest in subsidiaries --- 34,172
Redeemable preferred stock of subsidiary --- 11,399
Convertible debentures due to employees --- ---

Shareholders' equity:
Preferred stock, without par value; authorized 5,000,000 shares;
issued 522,460 shares in 1994, stated value $34.41 17,978 ---
Common stock, par value $1; authorized 200,000,000 shares;
issued 35,519,103 shares in 1994 and 35,231,142 shares in 1993 35,519 35,231
Additional paid-in capital 505,122 502,217
Foreign currency translation adjustment (7,163) (4,087)
Other (1,046) (246)
---------- ----------
264,104 256,150
Less cost of common shares in treasury 682 718
---------- ----------
Total shareholders' equity 263,422 255,432
---------- ----------
Commitments and contingencies (note 18)
$ 616,101 $ 561,931
---------- ----------
---------- ----------

</TABLE>

The Company uses the full cost method to account
for its oil and gas producing activities.
See accompanying notes to consolidated financial statements.

F-5

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE YEARS ENDED MAY 31, 1994
(IN THOUSANDS)

1994 1993 1992
---------- ---------- ----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (9,341) $ (89,535) $ (94,037)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Depreciation, depletion and amortization 28,342 58,552 45,004
Gain on Input/Output, Inc. public stock offering --- (13,841) ---
Gain on sale of assets, net (8,328) (228) (264)
Gain on sale of Triton Canada common stock (47,865) --- ---
Writedown of assets and discontinued operations 46,404 118,916 45,830
Cumulative effect of accounting change --- (4,017) ---
Deferred income taxes (10,224) (43,877) 1,044
Minority interest in undistributed loss of subsidiaries (11,971) (27,055) (3,854)
Other, net 2,735 4,591 8,305
Changes in working capital:
Receivables (1,797) (5,759) (5,048)
Inventories, prepaid expenses and other 1,268 5,604 3,985
Net assets of discontinued operations (7,578) --- ---
Accounts payable and accrued liabilities (12,126) (10,103) 17,877
Income taxes 6,162 (1,429) (12,089)
---------- ---------- ----------
Net cash provided (used) by operating activities (24,964) 5,419 22,495
---------- ---------- ----------
Cash flows from investing activities:
Capital expenditures and investments (86,819) (124,925) (98,424)
Purchases of investments and marketable securities (190,025) (69,207) (9,811)
Proceeds from investments and marketable securities 119,905 44,970 10,300
Sales of property and equipment and other assets 22,816 5,242 5,460
Proceeds from Input/Output, Inc. public stock offering --- 24,144 ---
Proceeds from sale of Triton Canada common stock 59,029 --- ---
Proceeds from sale of discontinued operations 18,450 --- ---
Other, principally pledged securities in 1993 (4,370) (11,410) (1,785)
Net cash used by investing activities (61,014) (131,186) (94,260)
---------- ---------- ----------
Cash flows from financing activities:
Proceeds from long-term debt 123,408 132,138 5,013
Proceeds from short-term borrowings with maturities greater than three months --- 9,117 5,050
Short-term borrowings, net (1,640) (8,179) (8,420)
Payments on long-term debt (3,150) (10,492) (22,877)
Payments on debt associated with discontinued operations (18,959) --- ---
Issuance of common stock 3,164 6,397 120,496
Preferred dividends --- --- (1,386)
Other (1,054) (2,318) (1,528)
---------- ---------- ----------
Net cash provided by financing activities 101,769 126,663 96,348
---------- ---------- ----------
Effects of exchange rate changes on cash and equivalents 275 (558) 537
---------- ---------- ----------
Net increase in cash and equivalents 16,066 338 25,120
Cash and equivalents at beginning of year 52,939 52,601 27,481
---------- ---------- ----------
Cash and equivalents at end of year $ 69,005 $ 52,939 $ 52,601
---------- ---------- ----------
---------- ---------- ----------

</TABLE>

See accompanying notes to consolidated financial statements.

F-6

<PAGE>

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
THREE YEARS ENDED MAY 31, 1994
(IN THOUSANDS, EXCEPT SHARE DATA)

1994 1993 1992
----------------------- ----------------------- -----------------------
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Preferred stock:
Balance at beginning of year --- $ --- --- $ --- 2,772,945 $ 65,738
Redemption of $2 par value - issued fiscal 1986 --- --- --- --- (2,772,945) (65,738)
Purchase of minority interest in Triton Europe 522,460 17,978 --- --- --- ---
----------- ----------- ----------- ----------- ----------- -----------
Balance at end of year 522,460 17,978 --- --- --- ---
----------- ----------- ----------- ----------- ----------- -----------
Common stock:
Balance at beginning of year 35,231,142 35,231 34,649,148 34,649 21,497,255 21,497
Conversion of $2 par value preferred stock --- --- --- --- 3,321,176 3,321
Exercise of employee stock options and debentures 287,961 288 581,994 582 859,824 860
Conversion of Liquid Yield Options Notes --- --- --- --- 5,274,282 5,274
Conversion of 8 1/2% Convertible Debentures --- --- --- --- 696,611 697
Issuance of common stock --- --- --- --- 3,000,000 3,000
----------- ----------- ----------- ----------- ----------- -----------
Balance at end of year 35,519,103 35,519 35,231,142 35,231 34,649,148 34,649
----------- ----------- ----------- ----------- ----------- -----------
Additional paid-in capital:
Balance at beginning of year 502,217 488,580 193,139
Conversion of $2 par value preferred stock --- --- 61,635
Exercise of employee stock options and debentures 2,876 5,815 10,747
Conversion of Liquid Yield Options Notes --- --- 94,805
Conversion of 8 1/2% Convertible Debentures --- --- 16,834
Issuance of common stock --- --- 105,889
Sale of the Company's stock by Crusader --- 3,920 6,917
Utilization of tax loss carryforwards --- 3,920 ---
Other, net 29 (18) ---
----------- ----------- -----------
Balance at end of year 505,122 502,217 488,580
----------- ----------- -----------
Accumulated deficit:
Balance at beginning of year (276,965) (187,430) (93,393)
Net loss (9,341) (89,535) (94,037)
----------- ----------- -----------
Balance at end of year (286,306) (276,965) (187,430)
----------- ----------- -----------
Foreign currency translation adjustment:
Balance at beginning of year (4,087) 1,236 1,793
Sale of Triton Canada (3,341) --- ---
Adjustments due to translation changes 265 (5,323) (557)
----------- ----------- -----------
Balance at end of year (7,163) (4,087) 1,236
----------- ----------- -----------
Other, net:
Valuation reserve on marketable securities (955) --- ---
Debt guarantee for ESOP --- 307 1,255
Adjustment for minimum pension liability 155 (246) ---
----------- ----------- -----------
Balance at end of year (1,046) (246) (307)
----------- ----------- -----------
Treasury stock:
Balance at beginning of year 57,483 (718) 57,400 (715) 57,250 (709)
Purchase of treasury stock 149 (5) 83 (3) 150 (6)
Transfer of shares to ESOP (3,278) 41 --- --- --- ---
----------- ----------- ----------- ----------- ----------- -----------
Balance at end of year 54,354 (682) 57,483 (718) 57,400 (715)
----------- ----------- ----------- ----------- ----------- -----------

Total shareholders' equity $ 263,422 $ 255,432 $ 336,013
----------- ----------- -----------
----------- ----------- -----------

</TABLE>

See accompanying notes to consolidated financial statements.

F-7

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS ACTIVITIES AND PRINCIPLES OF CONSOLIDATION

Triton Energy Corporation (together with its majority-owned subsidiaries,
the "Company") is an international energy company primarily engaged in oil
and gas exploration activities. The Company's principal producing
properties and development operations are located in Colombia, Argentina,
France, Malaysia-Thailand and Australia, with a significant portion of its
proved reserves located in Colombia.

The consolidated financial statements include the accounts of the Company.
All significant intercompany balances and transactions have been
in which the Company exercises significant influence over operating and
financial policies are accounted for using the equity method. Investments
in less than 20% owned affiliates are accounted for using the cost method.

CASH EQUIVALENTS

Cash equivalents are highly liquid investments purchased with an original
maturity of three months or less.

INVESTMENTS IN MARKETABLE SECURITIES

Effective May 31, 1994, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments
in Debt and Equity Securities", which requires that all investments in debt
securities and certain investments in equity securities be reported at fair
value except for those investments which management has the positive intent
and the ability to hold to maturity. Investments available-for-sale are
classified based on the stated maturity of the securities and changes in
fair value are reported as a separate component of shareholders' equity.
Trading investments are classified as current regardless of the stated
maturity of the underlying securities and changes in fair value are
reported in other income. Investments that will be held-to-maturity are
classified based on the stated maturity of the securities. The cumulative
effect of adopting this standard of $955,000 has been recorded as a
valuation reserve in shareholders' equity. Prior to the adoption of SFAS
No. 115, the Company accounted for its investments in debt securities at
amortized cost and classified such investments according to the stated
maturity of the underlying securities.

F-8

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

INVENTORIES

Inventories are stated at the lower of cost (principally average cost) or
market and primarily consist of equipment and supplies.

PROPERTY AND EQUIPMENT

The Company follows the full cost method of accounting for exploration and
development of oil and gas reserves, whereby all productive and
nonproductive costs are capitalized. Individual countries are designated
as separate cost centers. All capitalized costs plus the undiscounted
future development costs of proved reserves are depleted using the unit of
production method based on total proved reserves applicable to each
country. A gain or loss is recognized on sales of oil and gas properties
only when the sale involves significant reserves.

Costs related to acquisition, holding and initial exploration of
concessions in countries with no proved reserves are initially capitalized
internal costs directly identified with acquisition, exploration and
development activities and does not include costs related to production,
general overhead or similar activities.

The net capitalized costs of oil and gas properties for each cost center,
less related deferred income taxes, cannot exceed the sum of (i) the
estimated future net revenues from the properties, discounted at 10%; (ii)
unevaluated costs not being amortized; and (iii) the lower of cost or
estimated fair value of unproved properties being amortized; less (iv)
income tax effects related to differences between the financial statement
basis and tax basis of oil and gas properties.

The estimated costs, net of salvage value, of dismantling facilities or
projects with limited lives or facilities that are required to be
dismantled by contract, regulation or law, and the estimated costs of
restoration and reclamation associated with oil and gas operations are
accrued during production and classified as a long-term liability.

Support equipment and facilities are depreciated using the unit of
production method based on total reserves of the field related to the
support equipment and facilities. Other property and equipment, which
includes furniture and fixtures, vehicles, aircraft and leasehold
improvements, are depreciated principally on a straight-line basis over
estimated useful lives ranging from 3 to 30 years.

Repairs and maintenance are expensed as incurred and renewals and
improvements are capitalized.

F-9

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

ENVIRONMENTAL MATTERS

Environmental costs are expensed or capitalized depending on their future
economic benefit. Costs that relate to an existing condition caused by
past operations and have no future economic benefit are expensed.
Liabilities for future expenditures of a noncapital nature are recorded
when future environmental expenditures and/or remediation is deemed
probable, and the costs can be reasonably estimated.

INCOME TAXES

Effective June 1, 1992, the Company adopted SFAS No. 109, "Accounting for
Income Taxes", which requires deferred tax liabilities or assets be
recognized for the anticipated future tax effects of temporary differences
between the financial statement basis and the tax basis of the Company's
assets and liabilities using the enacted tax rates in effect at year-end.
This standard also requires a valuation allowance for deferred tax assets
in certain circumstances. The cumulative benefit of the change to the
June 1, 1992, the Company deferred the tax effects of timing differences
between financial reporting and taxable income.

FOREIGN CURRENCY TRANSLATION

The accounts of the Company's foreign operations are translated into United
States dollars in accordance with SFAS No. 52. The United States dollar is
the designated functional currency for all of the Company's foreign
operations, except for those in Australia, Canada and New Zealand, where
the local currencies are used as the functional currency. The cumulative
translation effects from translating balance sheet accounts from the
functional currency into United States dollars at current exchange rates
are included as a separate component of shareholders' equity.

DISCONTINUED OPERATIONS AND RECLASSIFICATIONS

During 1993, the Company decided to discontinue its wholesale fuel products
segment. The results of operations for this segment have been reported
separately as discontinued operations in the Consolidated Statements of
Operations.

Certain other previously reported financial information has been
reclassified to conform to the current year's presentation.

F-10

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

ISSUANCE OF STOCK

The Company recognizes gain or loss on issuances of common stock by
subsidiaries and equity affiliates in the Consolidated Statements of
Operations. Gain recognition is subject to the transaction not being part
of a broader corporate reorganization and an objective determination of the
value of the proceeds.

EARNINGS (LOSS) PER COMMON SHARE

Earnings (loss) applicable to common stock is based on the weighted average
number of shares of common stock and common stock equivalents outstanding,
unless the inclusion of common stock equivalents has an antidilutive
effect. The Company's proportionate shares owned by Crusader Limited
("Crusader") are not considered outstanding for purposes of determining
weighted average number of shares outstanding. Fully diluted earnings
(loss) per common share is not presented due to the antidilutive effect of
including all potentially dilutive securities.

2. PURCHASE OF THE TRITON EUROPE MINORITY INTEREST

On March 31, 1994, the Company acquired all of the outstanding shares not
owned by the Company, representing the minority shareholders' 40.5%
interest in Triton Europe plc ("Triton Europe"), in exchange for 522,460
shares of the Company's 5% Convertible Preferred Stock ("5% preferred
stock"), with a value of $17,978,000, and $2,551,000 in cash, including
Company's common stock on a one for one basis and has a stated value of
$34.41. The transaction was recorded as a purchase and accordingly, 100%
of Triton Europe's operating results have been included in the Company's
results of operations since March 31, 1994. The excess of the purchase
price over the carrying value of the minority interest in Triton Europe of
$3,485,000 has been allocated to the full cost pools within Triton Europe.

3. DIVESTITURES AND DISCONTINUED OPERATIONS

On May 20, 1994, the Company sold all of its interest in Aero Services
International, Inc. ("Aero") except for 134,592 shares of Series A
preferred stock. The Company received proceeds of $1,500,000 and recorded
a gain for the same amount.

In the first quarter, the Company completed the sale of its 76% interest in
the common stock of Triton Canada Resources Ltd. ("Triton Canada"). The
Company received net proceeds of $59,029,000 on September 10, 1993 and
recorded a gain of $47,865,000.

F-11

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

In August and October 1993, the Company sold its United States working
interest properties for net proceeds of $19,502,000, resulting in a gain of
$7,028,000. The properties that were sold accounted for approximately
55.7% of discounted future net revenues associated with United States
proved properties at May 31, 1993.

In fiscal 1993, the Company initiated a plan to discontinue its remaining
operations in the wholesale fuel products segment. An accrual for
$16,077,000 was recorded at May 31, 1993 as an estimate of the results of
operations for discontinued operations during fiscal 1994 and the
anticipated loss on disposal of the segment. Substantially all operations
of the wholesale fuel products segment have been sold as of May 31, 1994
for proceeds totalling approximately $18,450,000. An additional accrual of
$650,000 was recorded at May 31, 1994 to cover estimated operating losses
caused by closing the sale of several operating divisions later than
originally anticipated. The final sale of the remaining operations is
imminent.

Summarized information for the wholesale fuel products segment portion of
discontinued operations follows:

YEAR ENDED MAY 31,
-----------------------------------------
1994 1993 1992
----------- ----------- -----------
Revenues $ 81,383 $ 170,493 $ 108,476
----------- ----------- -----------
----------- ----------- -----------

Loss before income taxes $ (14,422) $ (9,657) $ (4,518)
Income tax expense (benefit) 7 (158) 28
----------- ----------- -----------
Net loss $ (14,429) $ (9,499) $ (4,546)
----------- ----------- -----------
----------- ----------- -----------

</TABLE>

On August 12, 1992, the Company sold its remaining 26.9% interest in
Input/Output, Inc. through a secondary public offering. The net proceeds
from the offering were $24,144,000 and resulted in a net gain on the
disposition of $13,841,000. The Company's equity in the earnings of
Input/Output, Inc. of $25,000 and $2,105,000 for fiscal 1993 and 1992,
respectively, has been included in discontinued operations.

F-12

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

4. WRITEDOWN OF ASSETS AND LOSS PROVISIONS

Writedown of assets and loss provisions are summarized as follows:

YEAR ENDED MAY 31,
-----------------------------------------
1994 1993 1992
----------- ----------- -----------
<S> <C> <C> <C>
Evaluated oil and gas properties $ 44,123 $ 65,354 $ 22,665
Unevaluated oil and gas properties 251 25,817 13,113
Other property and equipment --- 1,887 4,579
Inventory 1,064 1,001 2,570
Investments and other assets 316 3,811 2,532
Litigation --- 5,500 9,950
----------- ----------- -----------

$ 45,754 $ 103,370 $ 55,409
----------- ----------- -----------
----------- ----------- -----------

</TABLE>

properties in France were written down by $43,201,000 through application
of the ceiling limitation prescribed by the Securities and Exchange
Commission (the "Commission" or "SEC") principally as a result of a
temporary drop in oil prices and a downward revision in estimated reserves.

Included in the writedowns of evaluated and unevaluated properties during
1993 were $55,741,000 and $11,024,000, respectively, of costs associated
with operations in France and an $8,185,000 writedown of unevaluated costs
associated with onshore properties in the United Kingdom. These writedowns
resulted from Triton Europe's decision to curtail certain exploration and
development activities in Europe. As such, proved undeveloped reserves in
Europe were reduced, thereby triggering a writedown of evaluated costs
under the SEC ceiling limitation for these properties. The writedowns of
unevaluated costs in both France and the United Kingdom were associated
with various license areas that were relinquished or allowed to expire.

Similar cutbacks in Indonesia resulted in writedowns of costs associated
with evaluated properties of $8,734,000 in 1993 and $13,672,000 in 1992.
Also, during 1992 writedowns were recorded in Gabon (unevaluated,
$7,021,000), the United States (evaluated, $2,169,000) and Canada
(evaluated, $6,824,000).

In fiscal 1993, the Company settled or reached agreement to settle a number
of lawsuits for which a loss provision of $5,500,000 was recorded.

In August 1992, the Company's share of a lawsuit settlement with the
Company's former controller was $9,500,000. A loss provision of
$9,950,000, including an estimate of outstanding legal fees and other
expenses, was recorded in fiscal 1992.

F-13

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

5. INVESTMENTS IN MARKETABLE SECURITIES

The amortized cost and estimated fair value of marketable securities are
as follows:

MAY 31, 1994
-----------------------------------------
GROSS
AMORTIZED UNREALIZED MARKET
COST LOSSES VALUE
----------- ----------- -----------
<S> <C> <C> <C>
Held-to-maturity:
Corporate and other debt securities $ 38,528 $ 262 $ 38,266

Available-for-sale:
---------- --------- ----------
$ 68,314 $ 1,217 $ 67,097
---------- --------- ----------
---------- --------- ----------

</TABLE>

At May 31, 1994, all securities categorized as held-to-maturity are
classified as short-term investments. The maturities for the securities
available-for-sale range from one to four years with the exception of one
floating rate investment totalling $2,023,000 which matures after ten
years. Investments categorized as trading at May 31, 1994 total
$24,903,000 and are reported at fair value.

6. INVESTMENTS IN UNCONSOLIDATED AFFILIATES

A summary of investments in unconsolidated affiliates accounted for by the
equity method follows:

MAY 31,
-------------------------
1994 1993
---------- ----------
<S> <C> <C>
Crusader (49.9%) $ 36,809 $ 36,937
Aero (28%) --- 3,000
Transwest Gas Systems Ltd. (50% owned by Triton Canada) --- 9,647
Other --- 531
---------- ----------
$ 36,809 $ 50,115
---------- ----------
---------- ----------

</TABLE>

CRUSADER

Crusader is an Australian public company engaged in oil and gas exploration
and production, coal processing and mining, and gas processing in
Australia, Canada, Ireland, the United States and other areas. The
Company's investment in Crusader's common stock was $29,272,000 and
$29,882,000 at May 31, 1994 and 1993, respectively. At May 31, 1994 and

F-14

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

1993, the Company's investment in Crusader also included $7,537,000 and
$7,055,000, respectively, of convertible subordinated debentures issued by
The quoted market value of the Company's investment in Crusader's common
stock and convertible subordinated debentures at May 31, 1994 was
$35,795,000 and $7,780,000, respectively.

At May 31, 1994 and 1993, Crusader owned approximately 3% of the Company's
common stock. Crusader's investment in the Company, using the cost method
of accounting, was $11,583,000 and $10,832,000 at May 31, 1994 and 1993,
respectively. The Company's investment in Crusader and additional paid-in
capital have each been reduced in order to eliminate the Company's
proportionate share of its common stock owned by Crusader. During 1993 and
1992, Crusader recognized gains of $4,629,000 and $8,698,000, respectively,
on the sale of 245,000 and 400,647 shares, respectively, of the Company's
common stock. The Company's share of the sale proceeds has been credited
to additional paid-in capital.

On April 28, 1994, Crusader issued $40,941,000 aggregate principal amount
of 6% Exchangeable Senior Notes due February 14, 2004 (the "6% Notes").
The 6% Notes are exchangeable at the option of the holder after July 27,
1994 into the shares of the Company's common stock held by Crusader at a
price of $36.75 per share upon certain terms.

Summarized financial information for Crusader follows:

MAY 31,
--------------------------
1994 1993
----------- -----------
<S> <C> <C>
Current assets $ 37,656 $ 24,858
Noncurrent assets 127,817 118,276
----------- -----------

$ 165,473 $ 143,134
----------- -----------
----------- -----------

Current liabilities $ 15,741 $ 25,489
Noncurrent liabilities 66,212 35,178
Minority interest in subsidiaries 12,907 12,807
Shareholders' equity 70,613 69,660
----------- -----------

$ 165,473 $ 143,134
----------- -----------
----------- -----------

</TABLE>

F-15

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Summarized financial information for Crusader, continued:

YEAR ENDED MAY 31,
----------------------------------------
1994 1993 1992
---------- ---------- ----------
<S> <C> <C> <C>
Revenues $ 40,193 $ 54,924 $ 95,784
Costs and expenses (40,574) (54,477) (96,587)
Income tax (expense) benefit 476 (3,419) (6,276)
Minority interest 716 313 9,524
---------- ---------- ----------
Earnings (loss) before cumulative effect of
accounting change 811 (2,659) 2,445
Cumulative effect of accounting change --- 1,734 ---
---------- ---------- ----------

Net earnings (loss) $ 811 $ (925) $ 2,445
---------- ---------- ----------
---------- ---------- ----------

Company's equity in earnings (loss) before
cumulative effect of accounting change $ 554 $ (3,512) $ (2,878)
---------- ---------- ----------
---------- ---------- ----------

Company's share of dividends $ 620 $ 840 $ 910
---------- ---------- ----------
---------- ---------- ----------

</TABLE>

The Company's equity in undistributed earnings of Crusader accounted for by
the equity method was approximately $25,000,000 at May 31, 1994.

AERO

Aero is a public company that provides aviation related services. The
Company sold all of its common stock interest in Aero as of May 20, 1994.
The Company loaned to Aero $420,000 in 1994, $2,700,000 in 1993 and
$2,000,000 in 1992 and during 1994 retired a $6,910,000 loan of Aero's
which the Company had previously guaranteed and collateralized. No loans
were outstanding at May 31, 1994. The Company's equity in Aero's loss
(based on Aero's results for each of the three years in the period ended
March 31, 1994) was nil in 1994, $9,481,000 in 1993 and $14,088,000 in
1992. The Company's equity in Aero's loss included loss provisions of
investment in Aero's common and preferred stock and receivables from Aero.

F-16

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

7. PROPERTY AND EQUIPMENT

Property and equipment at cost, are summarized as follows:

MAY 31,
--------------------------
1994 1993
----------- -----------
<S> <C> <C>
Oil and gas properties, full cost method:
Evaluated $ 629,871 $ 725,996
Unevaluated 97,169 66,600
Support equipment and facilities 45,688 24,983
Other 24,394 37,714
----------- -----------

797,122 855,293
Less accumulated depreciation and depletion 488,624 525,142
----------- -----------

$ 308,498 $ 330,151
----------- -----------
----------- -----------

</TABLE>

The Company capitalizes interest on qualifying assets, principally
unevaluated oil and gas properties. Capitalized interest amounted to
$16,863,000 in 1994, $6,407,000 in 1993 and $6,529,000 in 1992. The
Company capitalized general and administrative expenses of $11,186,000 in
1994, $8,985,000 in 1993 and $10,410,000 in 1992.

8. OTHER ASSETS

Other assets consist of the following:

MAY 31,
-------------------------
1994 1993
---------- ----------
<S> <C> <C>
Investment in Colombian pipeline $ 11,108 $ 7,567
Securities pledged to secure guarantees 10,155 10,658
Unamortized debt issue costs 9,347 4,994
Central Llanos pipeline receivable 8,798 1,320
Property held for sale 3,821 3,399
Cash surrender value of life insurance 3,210 2,398
Defined benefit plans - intangible asset 2,377 2,058
---------- ----------

$ 51,861 $ 34,398
---------- ----------
---------- ----------

</TABLE>

F-17

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

In 1994 and 1993, Triton Colombia, Inc., ("Triton Colombia") a wholly-owned
subsidiary of the Company, purchased interests totaling approximately 6.6%
in Oleoducto de Colombia S.A. ("ODC"), a pipeline company in Colombia, for
total consideration of $11,108,000. The purchases were made to secure the
transport capacity for the Company's oil production in Colombia.

As part of the purchase, the Company has agreed to assume by counter
guarantee, directly and proportionally to part of the interest purchased,
the guarantees granted to bank creditors of ODC through Shell Petroleum
Company Ltd. and Shell Overseas Trading Limited.

Triton Colombia, along with its joint venture partners in the Company's
Cusiana and Cupiagua fields in Colombia, has committed to upgrade the
capacity of the Central Llanos pipeline which is owned by Empresa
Colombiana de Petroleos ("Ecopetrol"). The Company has advanced total
costs of $10,930,000 through May 31, 1994 on this project, including
$2,132,000 reflected in receivables. The Company will recover this cost
through lower pipeline tariffs as crude oil is transported through this
pipeline.

The Company amortizes debt issue costs using the interest method over the
life of the notes. Amortization related to the Company's debt issue costs
was $1,479,000 in 1994, $461,000 in 1993 and $65,000 in 1992.

9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities are summarized as follows:

MAY 31,
-------------------------
1994 1993
---------- ----------
<S> <C> <C>
Accounts payable, principally trade $ 7,088 $ 8,976
Income taxes payable 6,440 287
Employee compensation and benefits 2,799 2,825
Litigation and environmental matters 3,102 4,926
Joint venture billings 3,000 9,656
Stock appreciation rights 1,328 1,898
Other 3,410 5,094
---------- ----------

$ 30,251 $ 38,840
---------- ----------
---------- ----------

</TABLE>

F-18

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

10. LONG-TERM DEBT

A summary of long-term debt follows:

MAY 31,
--------------------------
1994 1993
----------- -----------
<S> <C> <C>
Senior Subordinated Discount Notes due 2000 $ 133,505 $ ---
Senior Subordinated Discount Notes due 1997 158,618 140,509
Triton Europe revolving credit arrangement --- 1,000
Triton Canada revolving credit arrangement --- 15,630
Other notes and capitalized leases 2,630 5,448
----------- -----------

294,753 162,587
Less current installments 312 3,440
----------- -----------

$ 294,441 $ 159,147
----------- -----------
----------- -----------

</TABLE>

The Company completed the sale of $170,000,000 in principal amount of 9
3/4% Senior Subordinated Discount Notes ("9 3/4% Notes") due December 15,
2000, in December 1993, providing net proceeds to the Company of
approximately $124,000,000. The original issue price was 75.1% of par,
9 3/4% Notes during the first three years of issue. Commencing December
15, 1996, interest on the 9 3/4% Notes will accrue at the rate of 9 3/4%
per annum and will be payable semi-annually on June 15 and December 15,
beginning on June 15, 1997. The Indenture for the 9 3/4% Notes contains
financial covenants which include certain limitations on indebtedness,
dividends, certain investments, transactions with affiliates, and engaging
in mergers and consolidations. Additional provisions include optional and
mandatory redemptions, and requirements associated with changes in control.

On November 13, 1992, the Company completed the sale of $240,000,000 in
principal amount of Senior Subordinated Discount Notes ("1997 Notes") due
November 1, 1997, providing net proceeds to the Company of approximately
$126,000,000. The original issue price was 54.76% of par, representing a
yield to maturity of 12 1/2% per annum compounded on a semi-annual basis
without periodic payments of interest. The Indenture, as amended, for the
1997 Notes contains financial covenants including certain limitations on
indebtedness, dividends, certain investments, transactions with affiliates,
mergers and consolidations, and maintenance of at least $225,000,000 in net
worth. Additional provisions include optional and mandatory redemptions,
and requirements associated with changes in control.

As of May 31, 1994, Triton Europe had a revolving credit facility with a
group of foreign banks with a nominal amount of up to $30,000,000 and a
conditional acquisition facility of up to $50,000,000. At May 31, 1994,
the facility had a borrowing base of $11,135,000, based

F-19

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

on the discounted present value of Triton Europe's future net oil and gas
production for use in its exploration and development in Europe, bearing
interest at the London Interbank Offered Rate (4 5/16% at May 31, 1994)
plus 1/2% to 5/8%. Certain restrictive covenants in the agreement limit
Triton Europe's ability to incur or guarantee indebtedness, dispose of
certain assets and pay dividends. At May 31, 1994, Triton Europe had
entered into negotiations to cancel the conditional acquisition facility,
to reduce the nominal amount of the revolving credit facility to
$20,000,000 and to include the Company as a borrower.

At May 31, 1993, Triton Canada had a C$24,000,000 bank credit facility,
bearing interest at the bank's prime rate (6% at May 31, 1993) plus 1/4%.

The aggregate maturities of long-term debt for the five years ending May
1997 - $259; 1998 - $158,879; and $263 for 1999. The 1998 amount excludes
accretion of interest on the 1997 Notes.

11. INCOME TAXES

The Company's provision for income taxes for 1994 and 1993 has been
calculated in accordance with SFAS 109. For 1992 the provision was
calculated in accordance with Accounting Principles Board Opinion No. 11.

The components of income (loss) from continuing operations before income
taxes, minority interest, and cumulative effect of accounting change and
the related income tax expense (benefit) follow:

YEAR ENDED MAY 31,
-----------------------------------------
1994 1993 1992
----------- ------------ -----------
<S> <C> <C> <C>
United States $ 29,775 $ (45,401) $ (57,524)
Foreign (56,973) (107,377) (39,863)
----------- ------------ -----------

$ (27,198) $ (152,778) $ (97,387)
----------- ------------ -----------
----------- ------------ -----------
Income tax expense (benefit):
Current:
United States $ (8) $ (411) $ (6)
Foreign 3,696 176 (2,975)
Deferred:
United States (9,426) (21,080) ---
Foreign (798) (22,566) 1,044
----------- ------------ -----------

$ (6,536) $ (43,881) $ (1,937)
----------- ------------ -----------
----------- ------------ -----------

</TABLE>

F-20

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

A reconciliation of the differences between the United States federal
statutory tax rate and the Company's effective income tax rate follows:

YEAR ENDED MAY 31,
-----------------------------------------
----------- ------------ -----------
<S> <C> <C> <C>
United States federal statutory tax rate (35.0)% (34.0)% (34.0)%
Increase (decrease) resulting from:
United States losses without tax benefit --- 9.9 20.1
Net change in valuation allowance 3.8 (14.1) ---
Foreign losses without tax benefit 16.0 4.1 13.7
Tax on earnings of foreign subsidiaries --- 5.4 (1.8)
Federal tax rate change (10.3) --- ---
Other 1.5 --- ---
----------- ------------ -----------
(24.0)% (28.7)% (2.0)%
----------- ------------ -----------
----------- ------------ -----------

</TABLE>

The deferred income tax provision for 1992 resulted primarily from timing
differences in the capitalization, depletion and writedown of costs
relating to oil and gas properties.

The components of the net deferred tax asset and liability are as follows:

MAY 31,
-------------------------------------------------------
1994 1993
------------------------- -------------------------
U.S. FOREIGN U.S. FOREIGN
--------- ----------- --------- -----------
<S> <C> <C> <C> <C>
Deferred tax asset:
Net operating loss carryforwards $ 96,054 $ 8,884 $ 84,625 $ 4,944
Depreciable/depletable property --- --- 2,546 ---
Credit carryforwards 14,552 --- 3,135 ---
Reserves 5,354 --- 5,460 187
Other 2,035 316 2,060 705
--------- ----------- --------- -----------
Gross deferred tax asset 117,995 9,200 97,826 5,836
--------- ----------- --------- -----------
Net deferred tax asset 48,629 4,713 25,000 5,836
--------- ----------- --------- -----------

Deferred tax liability:
Accruals --- --- --- (3,475)
Depreciable/depletable property (14,203) (14,750) --- (18,122)
--------- ----------- --------- -----------

Total net deferred tax liability (14,203) (14,750) --- (21,597)
--------- ----------- --------- -----------
Net deferred tax asset (liability) 34,426 (10,037) 25,000 (15,761)
Less current deferred tax asset (liability) --- --- --- (2,583)
--------- ----------- --------- -----------
Noncurrent deferred tax asset (liability) $ 34,426 $ (10,037) $ 25,000 $ (13,178)
--------- ----------- --------- -----------
--------- ----------- --------- -----------

</TABLE>

F-21

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in tables in thousands)

At May 31, 1994, the Company had net operating loss and depletion
carryforwards for United States tax purposes of approximately $212,338,000
and $6,800,000, respectively. In addition, at May 31, 1994, certain
subsidiaries had separate return limitation year operating loss and
depletion carryforwards of approximately $62,102,000 and $13,500,000,
respectively, which are available to offset only the future taxable income
of those subsidiaries. The depletion carryforwards are available
indefinitely, and the net operating loss carryforwards expire principally
from 1996 through 2008 and the separate return limitation year operating
loss carryforwards expire from 1994 through 2000.

If certain changes in the Company's ownership should occur, there would be
an annual limitation on the amount of carryforwards which can be utilized.
To the extent a change in ownership does occur, the limitation is not
expected to materially impact the utilization of such carryforwards.

The change in valuation allowance primarily reflects the increase in the
Company's United States net operating loss carryforward, the effect of
structure and a reduction in taxable temporary differences in France caused
by 1994 writedowns under the SEC ceiling limitation.

The Company's share of the cumulative undistributed earnings of its
consolidated foreign subsidiaries which is intended to be permanently
reinvested, and on which no United States taxes have been provided, was
approximately $5,615,000 at May 31, 1994. Unrecognized deferred taxes on
remittance of these funds are not expected to be material.

In 1993, the Company added $3,920,000 to additional paid-in capital for
United States tax benefits attributable to the utilization of net operating
loss carryforwards. These carryforwards related to periods prior to the
Company's corporate readjustments.

12. EMPLOYEE BENEFITS

PENSION PLANS

The Company has a defined benefit pension plan covering substantially all
employees in the United States. The benefits are based on years of service
and the employee's final average monthly compensation. Contributions are
intended to provide for benefits attributed to past and future services.
The Company also has a supplemental executive retirement plan ("SERP")
which is unfunded and provides supplemental pension benefits to a select
group of management or key employees. The funding status of the plans
follows:

F-22

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

MAY 31,
-----------------------------------------------------
1994 1993
------------------------ -----------------------
DEFINED DEFINED
BENEFIT SERP BENEFIT SERP
PLAN PLAN PLAN PLAN
--------- --------- --------- --------
<S> <C> <C> <C> <C>
Actuarial present value of benefit
obligations:
Vested benefit obligations $ 3,669 $ 3,357 $ 2,921 $ 3,069
--------- --------- --------- --------

Accumulated benefit obligations $ 3,819 $ 3,357 $ 2,963 $ 3,449
--------- --------- --------- --------
--------- --------- --------- --------

Projected benefit obligations $ 4,408 $ 4,241 $ 3,487 $ 3,708
Plan assets at fair value, primarily
listed stocks and United States
government securities 3,475 --- 3,556 ---
--------- --------- --------- --------

Unfunded (funded) projected benefit
obligations 933 4,241 (69) 3,708
Unrecognized net loss (696) (401) (633) (504)
Prior service cost not yet recognized
in net periodic pension cost (798) (172) --- ---
Unrecognized net asset (liability) at
adoption 16 (1,890) 18 (2,058)
Adjustment required to recognize
minimum liability 889 1,579 --- 2,303
--------- --------- --------- --------

Accrued (prepaid) pension cost $ 344 $ 3,357 $ (684) $ 3,449
--------- --------- --------- --------
--------- --------- --------- --------

</TABLE>

A summary of the components of pension expense follows:

1994 1993 1992
--------- --------- ---------
<S> <C> <C> <C>
Service cost - benefits earned during the year $ 733 $ 259 $ 177
Interest cost on projected benefit obligation 553 463 455
Actual return on plan assets 111 (398) (246)
Net amortization and deferral (173) 296 162
--------- --------- ---------
--------- --------- ---------
--------- --------- ---------

</TABLE>

F-23

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS, EXCEPT SHARE DATA)

The projected benefit obligations assume a 7% discount rate and a 5% and 6%
rate of increase in compensation expense for 1994 and 1993, respectively.
The impact of the change from 6% to 5% reduced the projected benefit
obligation of the defined benefit plan and SERP by $540,000 and $294,000,
respectively. The expected long-term rate of return on assets is 9% for
the defined benefit plan.

EMPLOYEE STOCK OWNERSHIP PLAN

Effective January 1, 1994, the Company amended and restated the employee
stock ownership plan to form a 401(k) plan ("the plan"). The Company
recognizes expense relating to the plan based on actual amounts contributed
since January 1, 1994 ($184,000) and the shares allocated method prior to
the amendment ($312,000 in 1993 and $1,301,000 in 1992).

13. REDEEMABLE PREFERRED STOCK OF SUBSIDIARY

Redeemable preferred stock of Triton Canada, a former subsidiary, for 1993
was shown net of the unamortized discounts recorded at the date of
acquisition. Dividends on the redeemable preferred stocks are included in
minority interest in the accompanying consolidated statements of
operations. The principal terms and changes in the redeemable preferred
stocks are summarized as follows:

TRITON
TRITON TRITON CANADA
CANADA CANADA SENIOR
PREFERRED PREFERRED PREFERRED
SERIES A SERIES B SERIES 1 TOTAL
--------- --------- --------- ----------
<S> <C> <C> <C> <C>
Liquidation value per share C$20 C$10 C$10
Cumulative quarterly dividend per share C$.4625 C$.30 C$.25
Shares outstanding - May 31, 1993 701,400 239,075 165,729
Redemption value at May 31, 1993 $ 11,034 $ 1,881 $ 1,304 $ 14,219
--------- --------- --------- ----------

</TABLE>

TRITON
TRITON TRITON CANADA
CANADA CANADA SENIOR
PREFERRED PREFERRED PREFERRED
SERIES A SERIES B SERIES 1 TOTAL
--------- --------- --------- ----------
<S> <C> <C> <C> <C>
Balance at May 31, 1991 $ 9,380 $ 2,036 $ 2,192 $ 13,608
Amortization and translation effect (309) (95) (103) (507)
Redemption --- (67) (62) (129)
--------- --------- --------- ----------

Balance at May 31, 1992 9,071 1,874 2,027 12,972
Amortization and translation effect (332) (115) (73) (520)
Redemption (301) (100) (652) (1,053)
--------- -------- --------- ----------
Balance at May 31, 1993 $ 8,438 $ 1,659 $ 1,302 $ 11,399
--------- --------- --------- ----------
--------- --------- --------- ----------

</TABLE>

F-24

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

14. SHAREHOLDERS' EQUITY

PREFERRED STOCK

In connection with the aquisition of the minority interest in Triton
Europe, the Company designated a series of 550,000 preferred shares
(522,460 shares issued) as 5% preferred stock, no par value, with a stated
value of $34.41 per share. Each share of the Company's 5% preferred stock
series is convertible into one common share, subject to adjustment in
certain events. The 5% preferred stock is convertible anytime on or after
October 1, 1994 and bears a fixed cumulative cash dividend of 5% per annum
payable semi-annually on March 30 and September 30, commencing September
30, 1994. If not converted earlier, each 5% preferred share will be
redeemed on March 30, 2004, either for cash, or at the option of the
Company, for the Company's common stock.

CORPORATE READJUSTMENTS

being penalized by an accumulated deficit, Article 4.13B of the Texas
Business Corporation Act formerly provided that a company may, subject to
its board of directors' approval, eliminate that deficit through
application of additional paid-in capital. Pursuant to board of directors'
approvals on January 12, 1987 and August 6, 1986, the Company eliminated
accumulated deficits of $5,253,000 at November 30, 1986 and $28,653,000 at
May 31, 1986.

STOCK OPTIONS

Options to purchase the Company's common stock have been granted to
officers and employees under various stock option plans. Grants generally
become exercisable in 25% cumulative annual increments beginning one year
from the date of issuance and expire at the end of ten years. At May 31,
1994, 1,424,394 shares were available for grant under the plans. Pursuant
to the 1992 stock option plan, each nonemployee director receives an option
to purchase 15,000 shares each year. A summary of option transactions
follows:

F-25

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS, EXCEPT SHARE DATA)

NUMBER OF OPTION PRICE
SHARES PER SHARE
---------- ---------------
<S> <C> <C>
Outstanding at May 31, 1991 1,523,649 $ 8.38 - 21.22
Granted 787,500 19.88 - 52.50
Exercised (646,551) 8.38 - 21.22
Cancelled (20,274) 11.29 - 19.22
-----------
Outstanding at May 31, 1992 1,644,324 8.38 - 52.50
Granted 680,000 28.25 - 41.88
Exercised (552,828) 8.38 - 35.00
Cancelled (50,090) 11.29 - 52.50
-----------

Outstanding at May 31, 1993 1,721,406 8.38 - 42.25
Granted 1,414,800 28.63 - 33.50
Exercised (133,411) 8.38 - 16.25
Cancelled (336,250) 8.38 - 42.00
-----------
Outstanding at May 31, 1994 2,666,545 8.38 - 42.25
-----------
-----------

Shares exercisable:
May 31, 1992 313,437 $ 8.38 - 19.23
May 31, 1994 563,741 8.38 - 42.25

</TABLE>

The weighted average exercise price of options outstanding at May 31, 1994
was $33.52.

CONVERTIBLE DEBENTURE PLAN

The Company has a convertible debenture plan under which key management
personnel, consultants and other persons providing service to the Company
may purchase debentures that are convertible into shares of the Company's
common stock. The aggregate number of common shares issuable upon
conversion of the debentures cannot exceed 1,000,000 shares, subject to
adjustment in certain events. Each debenture represents an unsecured,
subordinated obligation due in seven to ten years and may be redeemed after
three years at a redemption price of 120% of the principal amounts. The
debentures bear interest at the prime rate, have conversion dates ranging
from one to three years following the date of issuance and may be converted
into the Company's common stock at prices ranging from $8.00 to $25.13 per
share, subject to adjustment in certain events. At May 31, 1994, 253,977
shares were available for grant under the plan.

F-26

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS, EXCEPT SHARE DATA)

The participants in the plan purchased debentures by delivery of promissory
notes to the Company. The promissory notes are secured by the debentures
which are held as security by the Company, are due on the earlier of 2004
or termination of employment and require annual interest payments equal to
prime plus 1/8%. The debentures are reflected as a noncurrent liability,
net of the related promissory notes, in the Consolidated Balance Sheets as
follows:

MAY 31,
------------------------
1994 1993
--------- ---------
<S> <C> <C>
Convertible debentures due employees $ 6,355 $ 1,906
Promissory notes (6,355) (1,906)
--------- ---------

$ --- $ ---
--------- ---------
--------- ---------

Number of shares outstanding 259,167 163,717
--------- ---------

</TABLE>

SHAREHOLDER RIGHTS PLAN

In June 1990, the Company's board of directors adopted a Shareholder Rights
Plan pursuant to which preferred stock purchase rights were issued to
holders of its common stock at the rate of one right for each share of
common stock held as of the record date, June 26, 1990. The rights become
exercisable only if a holder acquires beneficial ownership of 15% or more
or announces a tender offer for 15% or more of the Company's common stock.
Each right not owned by such 15% holder entitles the holder under such
circumstance to purchase shares of common stock having a value equal to
twice the $40 exercise price. The Company may redeem the rights at $.01
per right at any time until the 10th day following the public announcement
that a 15% position has been acquired. Unless the rights become
exercisable, they will expire on June 26, 2000.

STOCK APPRECIATION RIGHTS PLAN

The Company has a stock appreciation rights ("SARs") plan which authorizes
the granting of SARs to nonemployee directors of the Company. Upon
exercise, SARs allow the holder to receive the difference between the SARs'
exercise price and the fair market value of the common shares covered by
SARs on the exercise date and expire at the earlier of ten years or a date
based on the termination of the holder's membership on the board of
directors. At May 31, 1994, 1993 and 1992 SARs covering 55,454, 65,604 and
85,604 common shares, respectively, were outstanding. At May 31, 1994,
exercise prices ranged from $8.00 to $13.20 per share, 55,454 shares were
exercisable and 17,940 shares were available for future grant.
Compensation expense (benefit) of $(340,000) in 1994, $850,000 in 1993 and
$3,356,000 in 1992 was recorded based on the quoted market value of the
shares and the exercise provisions.

F-27

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

RESTRICTED STOCK PLAN

The Company has a restricted stock plan which provides for the award of up
to 50,000 common shares to eligible key officers and employees. At the
November 11, 1993 annual meeting, this plan was amended to also serve as an
employee stock purchase plan. At May 31, 1994, 48,030 shares were
available for issuance under the plan.

15. CREDIT RISK CONCENTRATIONS AND FAIR VALUE OF FINANCIAL INSTRUMENTS

SFAS No. 107 "Disclosure About Fair Value of Financial Instruments"
requires disclosure, to the extent practicable, of the fair value of
financial instruments which are recognized or unrecognized in the balance
representative of the amount that could be realized or settled, nor does
the fair value amount consider the tax consequences, if any, of realization
or settlement. The table below reflects the financial instruments other
than investments in marketable securities (see note 5) for which the fair
value differs from the carrying amount of such financial instruments in the
Company's balance sheet:

MAY 31,
--------------------------------------------------------
1994 1993
-------------------------- --------------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Long-term debt (including
current portion) $ 294,753 $ 299,430 $ 162,587 $ 177,406
Redeemable preferred stock of
Triton Canada --- --- 11,399 13,771

</TABLE>

The fair value of the 1997 Notes is higher than the carrying amount in both
1994 and 1993 by $12,382,000 and $14,819,000, respectively, due to the
improvements in the market for the Company's 1997 Notes reflecting investor
demand. The fair value of the 9 3/4% Notes is lower than the carrying
amount in 1994 by $7,705,000 due to increases in interest rates following
the notes offering. The fair value of redeemable preferred stock is based
on market prices.

The Company entered into a foreign exchange contract to purchase
C$8,600,000 which matured in July 1994 to hedge exposure to Canadian tax
liabilities resulting from the sale of Triton Canada common stock. The
fair value of the foreign exchange contract is based on year-end quoted
rates for contracts with similar terms and maturity dates; however, such
fair value is offset by gains on the tax liability hedged by the contract
so that there is no significant difference between the recorded value and
the fair value of the Company's net foreign exchange position.

F-28

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

Financial instruments that are potentially subject to concentrations of
equivalents consist of high credit quality financial instruments. At May
31, 1994 and 1993, no receivable from any customer exceeded 5% of
shareholders' equity and, except for the purchasers of the Company's oil
production in France and Indonesia during 1994 and in France during 1993
and 1992, no customer accounted for more than 5% of sales and other
operating revenues. See note 20. Receivables, principally trade, are
shown on the balance sheet net of allowances of $873,000 and $1,162,000 at
May 31, 1994 and 1993, respectively.

16. OTHER INCOME

Other income is summarized as follows:

YEAR ENDED MAY 31,
----------------------------------------
1994 1993 1992
---------- --------- ---------
<S> <C> <C> <C>
Interest and dividends $ 6,602 $ 4,217 $ 4,840
Gain on sale of United States working interest properties 7,028 --- ---
Gain on sale of Aero common stock 1,500 --- ---
Other 1,301 1,745 1,711
---------- --------- ---------

$ 16,431 $ 5,962 $ 6,551
---------- --------- ---------
---------- --------- ---------

</TABLE>

F-29

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

17. STATEMENTS OF CASH FLOWS

Supplemental disclosures of cash payments and noncash investing and
financial information follow:

YEAR ENDED MAY 31,
----------------------------------------
1994 1993 1992
---------- --------- ---------
<S> <C> <C> <C>
Cash paid during the year for:
Income taxes 222 1,321 11,734

Noncash investing and financing
activities:
Preferred stock issued for purchase of Triton Europe
minority interest 17,978 --- ---
Conversion of long-term debt into common stock --- --- 119,921
Conversion of preferred stock into common stock --- --- 65,568
Sale of the Company's shares by Crusader --- 3,920 6,917
Liabilities resulting from acquisitions --- 1,265 2,715
Property and equipment exchanged for
a long-term note receivable 1,980 --- ---

</TABLE>

18. COMMITMENTS AND CONTINGENCIES

COMMITMENTS

Tests of the first eight wells in the Company's Cusiana and Cupiagua fields
in Colombia indicate significant oil discoveries on which the Company
expects to incur significant capital expenditures in the seven months ended
December 31, 1994 for exploratory and development drilling, pipeline and
production facilities and related activities. The Company's capital budget
for the seven months ended December 31, 1994 is approximately $110,000,000,
excluding capitalized interest, of which approximately $85,000,000 relates
to Colombia. The seven-month budget period corresponds with the Company's
intent to change its fiscal year-end to a calendar year-end beginning
December 31, 1994, as announced on May 25, 1994. The Company believes that
current working capital plus anticipated cash flows and asset sales will be
sufficient to fund necessary expenditures into at least mid-1995.

F-30

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

During the normal course of business, the Company is subject to the terms
of various operating agreements and capital commitments associated with the
exploration and development of its oil and gas properties. Many of these
commitments are discretionary on the part of the Company. It is
management's belief that such commitments, including the capital
requirements in Colombia, discussed above, will be met without any material
adverse effect on the Company's consolidated financial condition.

The Company leases office space, other facilities and equipment under
various operating leases expiring through 2009. Total rental expense was
$2,648,000 in 1994, $3,957,000 in 1993 and $4,987,000 in 1992, including
1993 and 1992, respectively. At May 31, 1994, the minimum payments
required, including discontinued operations are as follows (thousands of
dollars): 1995 - $3,543; 1996 - $3,843; 1997 - $3,552; 1998 - $3,139; 1999
- $2,878 and thereafter - $4,174.

GUARANTEES

At May 31, 1994, the Company had guaranteed approximately $8,555,000 of
loans related to its ownership in a Colombian pipeline and $1,695,000 for
exploration in Italy. The Company has also guaranteed up to $1,300,000 in
indebtedness that may be incurred by the chief executive officer of the
Company to finance the construction of his primary residence.

REGULATORY MATTERS

The Company continues to cooperate with inquiries by the Commission and the
Department of Justice (the "Department") regarding possible violations of
the Foreign Corrupt Practices Act in connection with the Company's
operations in Indonesia. Based upon the information available to the
Company to date, the Company believes that it will be able to resolve any
issues that either the Commission or the Department ultimately might raise
concerning these matters in a manner that would not have a material adverse
effect on the Company's consolidated financial condition.

F-31

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

ENVIRONMENTAL MATTERS

The Company is subject to extensive environmental laws and regulations.
These laws regulate the discharge of materials into the environment and may
require the Company to remove or mitigate the environmental effects of the
disposal or release of petroleum substances at various sites. Also, the
Company remains liable for certain environmental matters that may arise
from formerly owned fuel businesses which were involved in the storage,
handling and sale of hazardous materials, including fuel storage in
underground tanks. The Company believes that the level of future
expenditures for environmental matters, including clean-up obligations, is
impracticable to determine with a precise and reliable degree of accuracy.
Management believes that such costs, when finally determined, will not have
a material adverse effect on the Company's consolidated financial position.
During the years ended May 31, 1994, 1993 and 1992, the Company accrued
$4,400,000, nil and $1,234,000, respectively, for environmental costs.

LITIGATION

The Company is also subject to ordinary litigation that is incidental to
its business, none of which is expected to have a material adverse effect
on the Company's consolidated financial condition.

19. RELATED PARTY TRANSACTIONS

affiliates at May 31, 1992 included $1,880,000 and $1,744,000,
respectively, due from Aero for fuel purchases. Total fuel sales to Aero
were $1,030,000 in 1994, $3,960,000 in 1993 and $2,941,000 in 1992. In
fiscal 1992, the Company purchased certain equipment from Aero for $547,000
and leased the equipment back to Aero pursuant to an operating lease with
annual rentals of $147,000 over a five-year term.

The Company charged Crusader $585,000 in 1994, 1993 and 1992 for
administrative services. Also during 1994, the Company was paid $1,200,000
by Crusader for acting as agent in issuing its 6% Notes and recorded
$620,000 as other income.

F-32

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in tables in thousands)

20. SEGMENT AND GEOGRAPHIC DATA

The Company is an independent energy company engaged in oil and gas
exploration and production in 11 countries. The Company also provides
aviation related products and services.

Segment data follows:

AVIATION
OIL SALES AND
AND GAS SERVICES OTHER CONSOLIDATED
----------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
1994:
Sales and other operating revenues $ 41,239 $ 12,903 $ 1,951 $ 56,093
----------- ---------- --------- -----------
----------- ---------- --------- -----------

Operating loss $ (59,102) $ (4,087) $ (249) $ (63,438)
----------- ---------- ---------
----------- ---------- ---------

Equity in earnings of affiliates, net 645
Other income including gain on sale of
Triton Canada 64,296
General corporate expenses (20,785)
Foreign exchange gain 252
Interest expense (7,852)
-----------
Loss from continuing operations
before income taxes and minority interest $ (27,198)
-----------
-----------

Receivables $ 11,960 $ 730 $ 1,889 $ 14,579
----------- ---------- --------- -----------
----------- ---------- --------- -----------

Identifiable assets $ 346,879 $ 6,537 $ 13,353 $ 366,769
----------- ---------- ---------
----------- ---------- ---------
Net assets of discontinued operations,
including receivables of $3,956 4,566
Investment in unconsolidated affiliates 36,809
Corporate assets 207,957
-----------

Total assets at year-end $ 616,101
-----------
-----------

Depreciation, depletion and amortization $ 17,308 $ 669 $ 2,513 $ 20,490
----------- ---------- --------- -----------
----------- ---------- --------- -----------

Capital expenditures, including capitalized interest $ 100,800 $ 107 $ 3,278 $ 104,185
----------- ---------- --------- -----------
----------- ---------- --------- -----------

</TABLE>

F-33

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

AVIATION
OIL SALES AND
AND GAS SERVICES OTHER CONSOLIDATED
------------ ---------- ---------- --------------
<S> <C> <C> <C> <C>
1993:
Sales and other operating revenues $ 79,057 $ 19,864 $ 5,357 $ 104,278
------------ ---------- ---------- ------------
------------ ---------- ---------- ------------

Operating loss $ (109,254) $ (5,143) $ (1,654) $ (116,051)
------------ ---------- ----------
------------ ---------- ----------

Equity in loss of affiliates, net (12,493)
Other income 5,962
General corporate expenses (23,375)
Foreign exchange loss (776)
Writedown of other investments (758)
Interest expense (5,287)
------------
Loss from continuing operations
before income taxes, minority interest
and cumulative effect of
accounting change $ (152,778)
------------
------------

Receivables $ 14,138 $ 1,289 $ 1,289 $ 16,716
------------ ---------- ---------- ------------

Identifiable assets $ 382,120 $ 10,510 $ 9,294 $ 401,924
------------ ---------- ----------
------------ ---------- ----------
Net assets of discontinued operations,
including receivables of $16,405 21,789
Investment in unconsolidated affiliates 50,115
Corporate assets 88,103
------------
Total assets at year-end $ 561,931
------------
------------

Depreciation, depletion and amortization $ 43,598 $ 1,351 $ 1,455 $ 46,404
------------ ---------- ---------- ------------
------------ ---------- ---------- ------------

Capital expenditures, including capitalized interest $ 102,294 $ 74 $ 1,675 $ 104,043
------------ ---------- ---------- ------------
------------ ---------- ---------- ------------

</TABLE>

F-34

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in tables in thousands)

AVIATION
OIL SALES AND
AND GAS SERVICES OTHER CONSOLIDATED
----------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
1992:
Sales and other operating revenues $ 84,126 $ 28,707 $ 6,598 $ 119,431
----------- ---------- ---------- -----------

Operating loss $ (42,413) $ (9,471) $ (5,181) $ (57,065)
----------- ---------- ----------
----------- ---------- ----------

Equity in loss of affiliates, net (16,646)
Other income 6,551
General corporate expenses (23,633)
Foreign exchange loss (4,557)
Writedown of other investments (406)
Interest expense (1,631)
-----------

Loss from continuing operations
before income taxes and minority
interest $ (97,387)
-----------
-----------

Receivables $ 14,286 $ 2,910 $ 611 $ 17,807
----------- ---------- ---------- -----------
----------- ---------- ---------- -----------

Identifiable assets $ 384,762 $ 18,664 $ 10,639 $ 414,065
----------- ---------- ----------
----------- ---------- ----------
Assets of discontinued operations,
including receivables of $13,894 35,873
Investment in unconsolidated affiliates 71,433
Corporate assets 49,798
-----------

Total assets at year-end $ 571,169
-----------

Depreciation, depletion and amortization $ 38,119 $ 1,589 $ 1,505 $ 41,213
----------- ---------- ---------- -----------
----------- ---------- ---------- -----------

Capital expenditures, including capitalized interest $ 79,864 $ 267 $ 1,328 $ 81,459
----------- ---------- ---------- -----------
----------- ---------- ---------- -----------

</TABLE>

F-35

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

Information about the Company's operations by geographic area follows:

UNITED
STATES CANADA FRANCE COLOMBIA INDONESIA OTHER CONSOLIDATED
--------- --------- --------- --------- --------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
1994:
Sales $ 18,514 $ 6,759 $ 17,494 $ 5,911 $ 7,186 $ 229 $ 56,093
Operating loss (5,287) (47) (49,734) (503) (4,582) (3,285) (63,438)
Receivables 2,786 --- 3,431 5,508 1,303 1,551 14,579
Identifiable assets 44,030 --- 28,954 237,397 3,978 52,410 366,769

1993:
Sales $ 36,702 $ 22,651 $ 30,897 $ 3,474 $ 10,449 $ 105 $ 104,278
Operating loss (4,537) (986) (79,336) (672) (10,425) (20,095) (116,051)
Receivables 4,517 4,169 2,357 510 1,571 3,592 16,716
Identifiable assets 86,142 48,667 78,830 147,280 6,042 34,963 401,924

1992:
Sales $ 45,604 $ 23,837 $ 37,844 $ --- $ 12,146 $ --- $ 119,431
Operating profit (loss) (21,333) (11,389) 2,319 (759) (13,181) (12,722) (57,065)
Identifiable assets 77,768 52,394 166,970 58,632 19,557 38,744 414,065

</TABLE>

Substantially all oil sales in France were to Societe Nationale Elf
Aquitaine, which is principally owned by the French government. All oil
sales in Indonesia are sold to Pertamina, the Indonesian government oil
company.

21. SUBSEQUENT EVENTS (UNAUDITED)

On July 26, 1994, the Export-Import Bank of the United States authorized a
final commitment for a comprehensive guarantee of approximately $35 million
for certain financing related to the Company's interest in initial field
development of its Cusiana project in Colombia. The guarantee covers
expenditures for oilfield equipment and other machinery manufactured in the
United States for export to the Colombian project. The effective date for
coverage is retroactive for purchases made since March 3, 1993.

Effective July 19, 1994, the Company's wholly-owned subsidiary, Triton
Colombia, purchased from BP Exploration Company (Colombia) Limited ("BP")
and Total Exploratie En Produktie Maatschappij B.V. ("TOTAL") an undivided
1% and 11% interest, respectively, in the Association Contract for Sector
Rio Chitamena for $9,800,000. Additional consideration of $1,100,000 is to
be paid upon the occurrence of certain conditions, but not before January
3, 1995.

F-36

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

On July 19, 1994, Triton Colombia, BP, TOTAL and Ecopetrol entered into
an Integral Plan for the Unified Exploitation of the Cusiana Oil Structure
in the Santiago de las Atalayas ("SDLA"), Tauramena and Rio Chitamena
Association Contract Areas. Under the plan, the parties have agreed to
develop the Cusiana oil structure in a technically efficient and
cooperative manner during the three consecutive periods of time represented
by the successive expirations of the three association contract areas
covering the extent of the Cusiana oil structure. During each period,
petroleum produced from the unified area will be owned by the parties
according to their respective undivided interests in each unexpired
contract area based on the original barrels of oil equivalent in place
under each contract area.

On July 15, 1994, Triton Colombia executed a memorandum of understanding
with Ecopetrol, BP, TOTAL, TransCanada PipeLines Colombia Limited and IPL
Energy (Colombia) Ltd., regarding the proposed formation of a joint stock
company to finance and own a pipeline and port facilities. This project is
Cusiana and Cupiagua fields to the port of Covenas. The Company's equity
participation under this agreement would be approximately 9.6%. Formation
of the joint stock company is subject to numerous conditions, including
negotiation and execution of definitive agreements and board approvals.

F-37

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

22. QUARTERLY FINANCIAL DATA (UNAUDITED)

QUARTER
--------------------------------------------------------
FIRST SECOND THIRD FOURTH
----------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
1994:
Sales and other operating revenues $ 22,565 $ 13,407 $ 9,599 $ 10,522
Gross loss (11,209) (14,399) (17,405) (8,463)
Net earnings (loss) 35,078 (11,237) (19,985) (13,197)
Net earnings (loss) per common share 1.01 (0.32) (0.57) (0.38)

1993:
Sales and other operating revenues $ 28,113 $ 24,529 $ 26,084 $ 25,552
Gross profit (loss) 3,432 (2,814) (96,218) (5,926)
Earnings (loss) before cumulative
effect of accounting change 1,134 (5,908) (65,123) (23,655)
Net earnings (loss) 5,151 (5,908) (65,123) (23,655)
Earnings (loss) per common share:
Before cumulative effect of
accounting change 0.03 (0.17) (1.90) (0.69)
Net earnings (loss) 0.15 (0.17) (1.90) (0.69)

</TABLE>

Gross profit (loss) consists of sales and other operating revenues less
operating expenses, depreciation, depletion and amortization and writedowns
pertaining to operating assets.

In the fourth quarter of 1994, the Company recorded writedowns of
$6,845,000, primarily resulting from application of the SEC ceiling
limitation caused by a downward revision in the estimated reserves for
France. The Company also recognized a gain of $1,500,000 on the sale of
its investment in Aero.

In the fourth quarter of 1993, the Company recorded a loss provision of
$16,077,000 on the discontinued operations of the wholesale fuel segment.
$3,920,000 was booked to additional paid-in capital, with the adoption of
SFAS No. 109 due to the then pending sale of Triton Canada, the sale of
certain domestic properties and anticipated income from Colombian
operations.

23. OIL AND GAS DATA

The following tables provide additional information about the Company's oil
and gas exploration and production activities. Equity affiliate amounts
reflect only the Company's proportionate interest in Crusader.

F-38

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

RESULTS OF OPERATIONS

The results of operations for oil and gas producing activities, considering
direct costs only, follow:

UNITED TOTAL
STATES CANADA FRANCE INDONESIA COLOMBIA OTHER WORLDWIDE
---------- ---------- ----------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1994:
Revenues $ 4,700 $ 5,961 $ 17,252 $ 7,186 $ 5,911 $ 229 $ 41,239
Costs:
Production costs 2,436 2,919 10,347 6,413 4,230 281 26,626
Depletion 2,290 2,482 9,443 1,363 917 --- 16,495
Writedown of assets --- --- 43,201 922 --- 251 44,374
Income taxes --- 466 --- --- 85 --- 551
---------- ---------- ----------- ----------- --------- ----------- -----------

Results of operations $ (26) $ 94 $ (45,739) $ (1,512) $ 679 $ (303) $ (46,807)
---------- ---------- ----------- ----------- --------- ----------- -----------
---------- ---------- ----------- ----------- --------- ----------- -----------
1993:
Revenues $ 14,032 $ 20,423 $ 30,574 $ 10,449 $ 3,474 $ 105 $ 79,057
Costs:
Production costs 2,471 10,431 13,494 5,984 2,411 97 34,888
Writedown of assets 879 --- 66,765 8,734 --- 14,793 91,171
Income taxes --- 1,466 --- --- 195 --- 1,661
---------- ---------- ----------- ----------- --------- ----------- -----------

Results of operations $ 4,095 $ (107) $ (71,972) $ (8,519) $ 324 $ (14,785) $ (90,964)
---------- ---------- ----------- ----------- --------- ----------- -----------
---------- ---------- ----------- ----------- --------- ----------- -----------

1992:
Revenues $ 13,423 $ 21,042 $ 37,515 $ 12,146 $ --- $ --- $ 84,126
Costs:
Production costs 2,857 11,874 15,034 4,501 --- --- 34,266
Depletion 8,570 9,155 14,314 4,445 --- --- 36,484
Writedown of assets 2,169 6,824 --- 13,672 --- 13,113 35,778
Income taxes 558 --- 2,102 --- --- --- 2,660
---------- ---------- ----------- ----------- --------- ----------- -----------

Results of operations $ (731) $ (6,811) $ 6,065 $ (10,472) $ --- $ (13,113) $ (25,062)
---------- ---------- ----------- ----------- --------- ----------- -----------
---------- ---------- ----------- ----------- --------- ----------- -----------

</TABLE>

The Company's equity share of Crusader's results of operations for oil and
gas producing activities follows:

UNITED
AUSTRALIA CANADA STATES TOTAL
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
May 31, 1994 $ 2,904 $ 712 $ (1,270) $ 2,346
--------- --------- ---------- ---------
--------- --------- ---------- ---------

May 31, 1993 $ 3,771 $ 1,259 $ (3,338) $ 1,692
--------- --------- ---------- ---------

May 31, 1992 $ 2,856 $ 352 $ 71 $ 3,279
--------- --------- ---------- ---------
--------- --------- ---------- ---------

</TABLE>

F-39

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

COSTS INCURRED AND CAPITALIZED COSTS

The costs incurred in oil and gas acquisition, exploration and development
activities and related capitalized costs follow:

UNITED MALAYSIA- TOTAL
STATES CANADA FRANCE INDONESIA COLOMBIA THAILAND OTHER WORLDWIDE
---------- --------- ---------- --------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1994:
Costs incurred:
Property acquisition $ --- $ 94 $ --- $ --- $ --- $ 750 $ --- $ 844
Exploration --- 260 205 --- 24,865 4,775 12,366 42,471
Development 300 2,022 3,575 1,050 29,833 --- --- 36,780
Depletion per equivalent
barrel of production 6.58 3.60 8.97 3.09 1.96 --- --- 5.47

Cost of properties at year-end:
Unevaluated $ 10,094 $ --- $ 212 $ --- $ 47,833 $ 15,183 $ 23,847 $ 97,169
---------- --------- ---------- --------- --------- --------- --------- ----------
---------- --------- ---------- --------- --------- --------- --------- ----------

Evaluated $ 190,033 $ --- $ 266,231 $ 47,677 $118,215 $ --- $ 7,715 $ 629,871
---------- --------- ---------- --------- --------- --------- --------- ----------
---------- --------- ---------- --------- --------- --------- --------- ----------

Support equipment and
facilities $ --- $ --- $ --- $ --- $ 45,688 $ --- $ --- $ 45,688
---------- --------- ---------- --------- --------- --------- --------- ----------
Accumulated depletion
at year-end $ 176,450 $ --- $ 243,084 $ 46,560 $ 1,461 $ --- $ 7,715 $ 475,270
---------- --------- ---------- --------- --------- --------- --------- ----------
---------- --------- ---------- --------- --------- --------- --------- ----------

1993:
Costs incurred:
Property acquisition $ --- $ 205 $ --- $ --- $ --- $ --- $ 2,781 $ 2,986
Exploration --- 1,487 1,677 --- 27,115 2,431 3,647 36,357
Development 348 5,703 2,512 1,417 27,988 --- --- 37,968
Depletion per equivalent
barrel of production 6.81 3.24 15.19 7.93 2.48 --- --- 7.22

Cost of properties at year-end:
Unevaluated $ 10,514 $ 1,321 $ 164 $ --- $ 33,460 $ 9,658 $ 11,483 $ 66,600
---------- --------- ---------- --------- --------- --------- --------- ----------
---------- --------- ---------- --------- --------- --------- --------- ----------

Evaluated $ 202,874 $119,393 $ 264,004 $ 46,246 $ 77,890 $ --- $ 15,589 $ 725,996
---------- --------- ---------- --------- --------- --------- --------- ----------
---------- --------- ---------- --------- --------- --------- --------- ----------

Support equipment and
facilities $ --- $ --- $ --- $ --- $ 24,983 $ --- $ --- $ 24,983
---------- --------- ---------- --------- --------- --------- --------- ----------
---------- --------- ---------- --------- --------- --------- --------- ----------
Accumulated depletion
at year-end $ 174,419 $ 76,940 $ 190,440 $ 43,983 $ 544 $ --- $ 15,589 $ 501,915
---------- --------- ---------- --------- --------- --------- --------- ----------
---------- --------- ---------- --------- --------- --------- --------- ----------

</TABLE>

F-40

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

STATES CANADA FRANCE INDONESIA COLOMBIA THAILAND OTHER WORLDWIDE
---------- ---------- ---------- --------- --------- -------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1992:
Costs incurred:
Property acquisition $ --- $ 238 $ --- $ --- $ --- $ --- $ 1,579 $ 1,817
Exploration 1,191 3,287 11,184 --- 20,231 1,603 10,629 48,125
Development 2,767 1,158 9,683 7,090 9,224 --- --- 29,922
Depletion per equivalent
barrel of production 7.68 3.20 7.91 7.24 --- --- --- 5.70

Cost of properties at year-end:
Unevaluated $ 10,605 $ 1,907 $ 9,511 $ 2,428 $ 24,069 $ 6,950 $ 20,411 $ 75,881
---------- ---------- ---------- --------- --------- -------- --------- ----------
---------- ---------- ---------- --------- --------- -------- --------- ----------

Evaluated $ 202,435 $ 118,199 $ 256,853 $ 42,342 $ 33,846 $ --- $ 4,626 $ 658,301
---------- ---------- ---------- --------- --------- -------- --------- ----------
---------- ---------- ---------- --------- --------- -------- --------- ----------

Accumulated depletion
at year-end $ 166,950 $ 72,390 $ 107,774 $ 30,951 $ --- $ --- $ 4,626 $ 382,691
---------- ---------- ---------- --------- --------- -------- --------- ----------
---------- ---------- ---------- --------- --------- -------- --------- ----------

</TABLE>

A summary of costs excluded from depletion at May 31, 1994 by year incurred
follows:

1991
TOTAL 1994 1993 1992 AND PRIOR
----------- ---------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C>
Property acquisition $ 6,840 $ 750 $ 1,965 $ --- $ 4,125
Exploration 65,366 25,597 23,452 4,271 12,046
Major development
Capitalized interest 24,963 16,863 5,545 945 1,610
----------- ---------- ---------- --------- ----------

Total worldwide $ 158,141 $ 74,939 $ 60,205 $ 5,216 $ 17,781
----------- ---------- ---------- --------- ----------
----------- ---------- ---------- --------- ----------

</TABLE>

The Company has significant property acquisition and exploration costs
which have not been evaluated and are not currently subject to depletion.
At this time the Company is unable to predict either the timing of the
inclusion of those costs and the related oil and gas reserves in its
depletion computation or their potential future impact on depletion rates.
Drilling or other exploration activities are being conducted in each of
these cost centers. The major development project relates solely to
Cusiana and is expected to be placed in service within one year.

F-41

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

The Company's equity share of costs incurred by Crusader follows:

UNITED
AUSTRALIA CANADA STATES OTHER TOTAL
---------- --------- --------- ------- ----------
<S> <C> <C> <C> <C> <C>
Cost of property acquisition,
exploration and development:

May 31, 1994 $ 2,955 $ 1,099 $ 1,687 $ --- $ 5,741
---------- --------- --------- ------- ----------
---------- --------- --------- ------- ----------

May 31, 1993 $ 1,631 $ 1,153 $ 807 $ --- $ 3,591
---------- --------- --------- ------- ----------
---------- --------- --------- ------- ----------

May 31, 1992 $ 3,740 $ 680 $ 4,110 $ 118 $ 8,648
---------- --------- --------- ------- ----------
---------- --------- --------- ------- ----------

Net capitalized costs:

May 31, 1994 $ 27,001 $ 4,395 $ 3,750 $ --- $ 35,146
---------- --------- --------- ------- ----------

May 31, 1993 $ 26,336 $ 4,374 $ 2,846 $ --- $ 33,556
---------- --------- --------- ------- ----------
---------- --------- --------- ------- ----------

May 31, 1992 $ 30,851 $ 3,984 $ 6,337 $ 430 $ 41,602
---------- --------- --------- ------- ----------
---------- --------- --------- ------- ----------

</TABLE>

F-42

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

OIL AND GAS RESERVE DATA (UNAUDITED)

The following tables present the Company's estimates of its proved oil and
gas reserves. These estimates were prepared by the Company's independent
and internal petroleum reservoir engineers. The Company emphasizes that
reserve estimates are inherently imprecise and are expected to change as
future information becomes available. Oil reserves are stated in thousands
of barrels and gas reserves are stated in millions of cubic feet. The
largest portion of the Company's reserves relate to the SDLA and Tauramena
contract areas in Colombia. The Company had a 20% and 50% interest in the
reserves of SDLA and Tauramena, respectively, for 1992 and 1991. The
reserves for 1994 and 1993 reflect the equalization of these interests to
24% and Ecopetrol's decision to exercise its contractual right to acquire
50% of the working interest through the declaration of commerciality. The
Company consequently has a 9.6% working interest in these areas after 20%
governmental royalties.

UNITED STATES CANADA FRANCE INDONESIA COLOMBIA ARGENTINA
---------------- ---------------- -------- ------- --------------- --------
OIL GAS OIL GAS OIL OIL OIL GAS OIL
------- -------- ------- -------- -------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Proved developed and
undeveloped reserves:
As of May 31, 1991 2,405 22,072 2,035 99,046 28,352 3,660 13,952 84,110 ---
Revisions 449 (1,148) 104 (6,170) (2,414) (1,322) --- (84,110) ---
Extensions and discoveries --- --- 130 2,747 --- --- 15,284 1,530 ---
Production (421) (4,172) (251) (15,675) (1,809) (614) --- --- ---
------- -------- ------- -------- -------- ------- ------- ------- --------

As of May 31, 1992 2,289 16,595 2,018 79,948 24,129 1,724 29,236 1,530 ---
Revisions 57 8,271 197 6,332 (14,574) (237) 5,398 14,720 6
Purchases of minerals in place --- --- --- --- 101 --- --- --- ---
Extensions and discoveries 3 104 750 6,498 --- --- 51,801 --- ---
Production (397) (3,421) (279) (14,329) (1,467) (536) (219) --- (6)
------- -------- ------- -------- -------- ------- ------- ------- --------

As of May 31, 1993 1,952 21,549 2,686 78,449 8,189 951 86,216 16,250 ---
Revisions 23 (1,644) --- --- (2,177) 165 3,682 --- 18
Sales (1,171) (11,426) (2,584) (74,928) (502) --- --- --- ---
Extensions and discoveries --- --- --- --- --- --- 3,173 --- ---
Production (156) (1,150) (102) (3,521) (1,053) (441) (467) --- (18)
------- -------- ------- -------- -------- ------- ------- ------- --------

As of May 31, 1994 648 7,329 --- --- 4,457 675 92,604 16,250 ---
------- -------- ------- -------- -------- ------- ------- ------- --------
------- -------- ------- -------- -------- ------- ------- ------- --------

Proved developed reserves at:
1992 2,138 16,396 2,018 79,948 7,468 1,724 --- --- ---
------- -------- ------- -------- -------- ------- ------- ------- --------
------- -------- ------- -------- -------- ------- ------- ------- --------
1993 1,945 21,540 2,516 78,449 8,189 951 --- --- ---
------- -------- ------- -------- -------- ------- ------- ------- --------
1994 648 7,329 --- --- 4,457 675 1,237 --- ---
------- -------- ------- -------- -------- ------- ------- ------- --------
------- -------- ------- -------- -------- ------- ------- ------- --------

TOTAL WORLDWIDE
----------------
OIL GAS
------- --------
<C> <C>
Proved developed and
undeveloped reserves:
As of May 31, 1991 50,404 205,228
Revisions (3,183) (91,428)
Sales (144) (157)
Extensions and discoveries 15,414 4,277
Production (3,095) (19,847)
------- --------

As of May 31, 1992 59,396 98,073
Revisions (9,153) 29,323
Purchases of minerals in place 101 ---
Extensions and discoveries 52,554 6,602
Production (2,904) (17,750)
------- --------

As of May 31, 1993 99,994 116,248
Revisions 1,711 (1,644)
Sales (4,257) (86,354)
Extensions and discoveries 3,173 ---
Production (2,237) (4,671)
------- --------

As of May 31, 1994 98,384 23,579
------- --------
------- --------

Proved developed reserves at:
1992 13,348 96,344
------- --------
------- --------
1993 13,601 99,989
------- --------
------- --------
1994 7,017 7,329
------- --------
------- --------

</TABLE>

F-43

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

The Company's proportional equity interest in Crusader's estimated proved
developed and undeveloped oil and gas reserves at May 31 follows:

AUSTRALIA CANADA UNITED STATES TOTAL
OIL GAS OIL GAS OIL GAS OIL GAS
------- -------- ------- -------- -------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>

1992 1,464 43,923 1,069 2,766 115 308 2,648 46,997
------- -------- ------- -------- -------- ------- ------- --------
------- -------- ------- -------- -------- ------- ------- --------

1993 2,803 39,646 1,108 2,615 83 167 3,994 42,428
------- -------- ------- -------- -------- ------- ------- --------
------- -------- ------- -------- -------- ------- ------- --------

1994 2,574 40,174 963 2,790 48 122 3,585 43,086
------- -------- ------- -------- -------- ------- ------- --------
------- -------- ------- -------- -------- ------- ------- --------

</TABLE>

STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH INFLOWS AND CHANGES
THEREIN (UNAUDITED)

The following table presents a standardized measure of discounted future
net cash inflows relating to proved oil and gas reserves. Future cash
inflows were computed by applying year-end prices of oil and gas relating
to the Company's proved reserves to the estimated year-end quantities of
those reserves. Future price changes were considered only to the extent
provided by contractual agreements in existence at year-end. Future
production and development costs were computed by estimating those
expenditures expected to occur in developing and producing the proved oil
and gas reserves at the end of the year, based on year-end costs. Actual
future cash inflows may vary considerably and the standardized measure does
not necessarily represent the fair value of the Company's oil and gas
reserves.

UNITED TOTAL
STATES CANADA FRANCE INDONESIA COLOMBIA WORLDWIDE
---------- ------- ---------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
1994:
Future cash inflows $ 23,562 $ --- $ 76,755 $ 10,278 $ 1,591,448 $ 1,702,043
Future production and
development costs 1,945 --- 44,603 7,575 474,382 528,505
Future net cash inflows before
income taxes $ 21,617 $ --- $ 32,152 $ 2,703 $ 1,117,066 $ 1,173,538
---------- ------- ---------- ---------- ------------- -------------
---------- ------- ---------- ---------- ------------- -------------
Future net cash inflows before
income taxes discounted at 10%
per annum $ 14,008 $ --- $ 23,147 $ 2,570 $ 506,022 $ 545,747
Future income taxes discounted at
10% per annum --- --- --- --- 150,537 150,537
---------- ------- ---------- ---------- ------------- -------------
Standardized measure of discounted
future net cash inflows $ 14,008 $ --- $ 23,147 $ 2,570 $ 355,485 $ 395,210
---------- ------- ---------- ---------- ------------- -------------
---------- ------- ---------- ---------- ------------- -------------

</TABLE>

F-44

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

UNITED TOTAL
STATES CANADA FRANCE INDONESIA COLOMBIA WORLDWIDE
---------- ----------- ----------- --------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
1993:
Future cash inflows $ 70,347 $ 162,208 $ 163,367 $ 18,095 $ 1,608,471 $ 2,022,488
Future production and
development costs 10,575 85,035 79,593 13,926 498,032 687,161
---------- ----------- ----------- --------- ------------ -------------
Future net cash inflows before
income taxes $ 59,772 $ 77,173 $ 83,774 $ 4,169 $ 1,110,439 $ 1,335,327
---------- ----------- ----------- --------- ------------ -------------
---------- ----------- ----------- --------- ------------ -------------

Future net cash inflows before
income taxes discounted at 10%
Future income taxes discounted at
10% per annum --- 7,801 --- --- 149,033 156,834
---------- ----------- ----------- --------- ------------ -------------
Standardized measure of discounted
future net cash inflows $ 38,693 $ 48,521 $ 54,594 $ 3,630 $ 306,044 $ 451,482
---------- ----------- ----------- --------- ------------ -------------
---------- ----------- ----------- --------- ------------ -------------

1992:
Future cash inflows $ 63,978 $ 146,211 $ 527,701 $ 30,492 $ 581,806 $ 1,350,188
Future production and
development costs 12,237 82,247 236,150 17,049 347,588 695,271
---------- ----------- ----------- --------- ------------ -------------
Future net cash inflows before
income taxes $ 51,741 $ 63,964 $ 291,551 $ 13,443 $ 234,218 $ 654,917
---------- ----------- ----------- --------- ------------ -------------
---------- ----------- ----------- --------- ------------ -------------

Future net cash inflows before
income taxes discounted at 10%
per annum $ 35,485 $ 45,489 $ 160,581 $ 11,560 $ 64,969 $ 318,084
Future income taxes discounted at
10% per annum --- 2,921 33,576 --- 19,208 55,705
---------- ----------- ----------- --------- ------------ -------------
Standardized measure of discounted
future net cash inflows $ 35,485 $ 42,568 $ 127,005 $ 11,560 $ 45,761 $ 262,379
---------- ----------- ----------- --------- ------------ -------------
---------- ----------- ----------- --------- ------------ -------------

</TABLE>

The Company's proportional equity interest in Crusader's standardized
measure of discounted future net cash inflows follows:

UNITED
AUSTRALIA CANADA STATES TOTAL
---------- --------- --------- ----------
1994 $ 35,306 $ 3,997 $ 526 $ 39,829
---------- --------- --------- ----------
---------- --------- --------- ----------

1993 $ 35,939 $ 6,016 $ 1,175 $ 43,130
---------- --------- --------- ----------
---------- --------- --------- ----------

1992 $ 31,549 $ 4,964 $ 1,701 $ 38,214
---------- --------- --------- ----------
---------- --------- --------- ----------

</TABLE>

F-45

<PAGE>

TRITON ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN TABLES IN THOUSANDS)

Changes in the standardized measure of discounted future net cash inflows
follow:

MAY 31,
-----------------------------------------
1994 1993 1992
----------- ----------- -----------
<S> <C> <C> <C>
Total worldwide, excluding equity share:
Beginning of year $ 451,482 $ 262,379 $ 281,664
Extensions, discoveries and improved recovery 16,521 276,834 35,959
Sales, net of production costs (14,613) (44,169) (49,860)
Net change in prices and production costs (62,628) (4,958) 91,844
Purchases of reserves --- 674 ---
Sales of reserves (83,462) --- (936)
Revisions of quantity estimates 879 (58,019) (111,575)
Accretion of discount 60,831 31,809 34,617
Development costs incurred 36,780 37,968 29,922
Change in future development costs (48,080) 19,228 (53,767)
Changes in production rates and other 31,203 30,865 (4,284)
----------- ----------- -----------

End of year $ 395,210 $ 451,482 $ 262,379
----------- ----------- -----------
----------- ----------- -----------

</TABLE>

At May 31, 1994, 1993 and 1992, nil, $33,426,000 and $61,364,000,
respectively, of the consolidated standardized measure of discounted future
net cash inflows was attributable to minority interests in consolidated
subsidiaries. The Company's weighted average oil price per barrel during
1994 and at May 31, 1994 was $15.38 and $16.64, respectively.

F-46

<PAGE>

SCHEDULE II

TRITON ENERGY CORPORATION AND SUBSIDIARIES
AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS,
PROMOTERS, AND EMPLOYEES OTHER THAN RELATED PARTIES
THREE YEARS ENDED MAY 31, 1994
(IN THOUSANDS)

BALANCE AT DEDUCTIONS - BALANCE AT
BEGINNING OF AMOUNTS END OF PERIOD -
NAME OF DEBTOR PERIOD ADDITIONS COLLECTED NOT CURRENT
-------------- ------------ ---------- ------------ ---------------
<S> <C> <C> <C> <C>
Year ended May 31, 1992:
William I. Lee $ 1,666 $ --- $ --- $ 1,666
Charles B. Crowell 418 --- 338 80
Robert W. Puetz 417 --- 364 53
John P. Tatum 477 --- 424 53
J. J. Ciavarra, Jr. 313 --- 253 60
G. T. Graves, III 315 --- 275 40
Michael P. McInerney 313 --- 273 40
Gordon M. Smart 313 --- 273 40
David E. Gore 161 --- 94 67
Herbert L. Brewer 422 --- 422 ---

Year ended May 31, 1993:
William I. Lee $ 1,666 $ --- $ --- $ 1,666
Charles B. Crowell 80 --- --- 80
Robert W. Puetz 53 --- 26 27
John P. Tatum 53 --- --- 53
J. J. Ciavarra, Jr. 60 --- 40 20
G. T. Graves, III 40 --- 20 20
Michael P. McInerney 40 --- 20 20
Gordon M. Smart 40 --- 20 20
David E. Gore 67 --- 67 ---

Year ended May 31, 1994:
William I. Lee $ 1,666 $ --- $ 1,666 $ ---
Charles B. Crowell 80 --- 80 ---
Robert W. Puetz 27 --- 27 ---
John P. Tatum 53 1,257 --- 1,310
J. J. Ciavarra, Jr. 20 --- 20 ---
G. T. Graves, III 20 --- --- 20
Michael P. McInerney 20 --- 20 ---
Gordon M. Smart 20 --- 20 ---
Thomas G. Finck --- 1,508 --- 1,508
Robert B. Holland, III --- 1,005 --- 1,005
Peter Rugg --- 1,005 --- 1,005
Al E. Turner --- 754 --- 754
Nick De'Ath --- 754 --- 754

<FN>

____________________
Note - The Company has a convertible debenture plan under which key management
personnel, consultants and other persons providing service to the Company
may purchase debentures that are convertible into shares of the Company's
common stock. The participants in the plan purchased the debentures by
delivery of promissory notes to the Company. Such promissory notes are
listed above. The promissory notes are secured by the debentures which
from date of issuance or termination of employment and require annual
interest payments equal to prime plus 1/8%.

</TABLE>

F-47

<PAGE>

SCHEDULE V

TRITON ENERGY CORPORATION AND SUBSIDIARIES
PROPERTY AND EQUIPMENT
THREE YEARS ENDED MAY 31, 1994
(IN THOUSANDS)

BALANCE AT BALANCE
BEGINNING ADDITIONS RETIREMENTS OTHER AT CLOSE
CLASSIFICATIONS OF YEAR AT COST OR SALES CHANGES OF YEAR
------------------ ----------- ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
Year ended May 31, 1992:
Oil and gas properties $ 675,914 $ 79,864 $ 14,690 $ (6,906) $ 734,182
Gas gathering and trans-
mission facilities 12,321 --- 9,403 --- 2,918
Other 55,580 5,750 1,709 (119) 59,502
----------- ----------- ------------ ----------- ------------
$ 743,815 $ 85,614 $ 25,802 $ (7,025) $ 796,602
----------- ----------- ------------ ----------- ------------
----------- ----------- ------------ ----------- ------------

Year ended May 31, 1993:
Oil and gas properties $ 734,182 $ 102,294 $ 11,891 $ (7,006) $ 817,579
Gas gathering and trans-
mission facilities 2,918 --- 2,647 --- 271
Other 59,502 11,779 6,288 (27,550) 37,443
----------- ----------- ------------ ----------- ------------
$ 796,602 $ 114,073 $ 20,826 $ (34,556) $ 855,293
----------- ----------- ------------ ----------- ------------
----------- ----------- ------------ ----------- ------------

Year ended May 31, 1994:
Gas gathering and trans-
mission facilities 271 --- 271 --- ---
Other 37,443 3,385 16,249 (185) 24,394
----------- ----------- ------------ ----------- ------------
$ 855,293 $ 104,185 $ 158,772 $ (3,584) $ 797,122
----------- ----------- ------------ ----------- ------------
----------- ----------- ------------ ----------- ------------

<FN>

____________________
Note - Other changes principally represent the effects of foreign translation
adjustments and asset transfers. Other in 1993 is principally the effect
of discontinued operations.

</TABLE>

F-48

<PAGE>

SCHEDULE VI

TRITON ENERGY CORPORATION AND SUBSIDIARIES
ACCUMULATED DEPRECIATION AND DEPLETION
OF PROPERTY AND EQUIPMENT
THREE YEARS ENDED MAY 31, 1994
(IN THOUSANDS)

BALANCE AT ADDITIONS BALANCE
BEGINNING CHARGED TO RETIREMENTS OTHER AT CLOSE
CLASSIFICATIONS OF YEAR EARNINGS OR SALES CHANGES OF YEAR
--------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Year ended May 31, 1992:
Oil and gas properties $ 325,205 $ 72,262 $ 11,090 $ (3,686) $ 382,691
Gas gathering and trans-
mission facilities 9,740 1,071 8,406 --- 2,405
Other 17,008 9,753 1,152 (82) 25,527
----------- ----------- ---------- ----------- -----------
$ 351,953 $ 83,086 $ 20,648 $ (3,768) $ 410,623
----------- ----------- ---------- ----------- -----------
----------- ----------- ---------- ----------- -----------

Year ended May 31, 1993:
Oil and gas properties $ 382,691 $ 133,472 $ 9,961 $ (4,287) $ 501,915
Gas gathering and trans-
Other 25,527 9,396 1,797 (10,034) 23,092
----------- ----------- ---------- ----------- -----------
$ 410,623 $ 143,027 $ 14,187 $ (14,321) $ 525,142
----------- ----------- ---------- ----------- -----------
----------- ----------- ---------- ----------- -----------

Year ended May 31, 1994:
Oil and gas properties $ 501,915 $ 60,869 $ 85,676 $ (1,838) $ 475,270
Gas gathering and trans-
mission facilities 135 14 149 --- ---
Other 23,092 2,483 12,158 (63) 13,354
----------- ----------- ---------- ----------- -----------
$ 525,142 $ 63,366 $ 97,983 $ (1,901) $ 488,624
----------- ----------- ---------- ----------- -----------
----------- ----------- ---------- ----------- -----------

<FN>

____________________
Note - Other changes principally represent the effects of foreign translation
adjustments and asset transfers. Other in 1993 is principally the effect
of discontinued operations.

</TABLE>

F-49

<PAGE>

SCHEDULE VIII

TRITON ENERGY CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
THREE YEARS ENDED MAY 31, 1994
(IN THOUSANDS)

ADDITIONS
--------------------------
BALANCE AT CHARGED TO BALANCE
BEGINNING CHARGED TO OTHER AT CLOSE
CLASSIFICATIONS OF YEAR EARNINGS ACCOUNTS DEDUCTIONS OF YEAR
----------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Year ended May 31, 1992 -
Allowance for doubtful
receivables $ 2,632 $ 2,648 $ 14 $ (516) $ 4,778
---------- ---------- -------- ---------- ----------

Year ended May 31, 1993 -
Allowance for doubtful
receivables $ 4,778 $ 964 $ --- $ (4,580) $ 1,162
---------- ---------- -------- ---------- ----------
---------- ---------- -------- ---------- ----------

Allowance for deferred
tax asset $ --- $ 72,826 $ --- $ --- $ 72,826
---------- ---------- -------- ---------- ----------
---------- ---------- -------- ---------- ----------

Year ended May 31, 1994 -
Allowance for doubtful
receivables, excluding
discontinued operations $ 1,162 $ (149) $ 4 $ (144) $ 873
---------- ---------- -------- ---------- ----------
---------- ---------- -------- ---------- ----------

Allowance for deferred
tax asset $ 72,826 $ 1,027 $ --- $ --- $ 73,853
---------- ---------- -------- ---------- ----------
---------- ---------- -------- ---------- ----------

<FN>

___________________
Note - Allowance for doubtful receivable deductions are primarily discontinued
operations in 1993 and write-off of doubtful receivables in 1994 and
1992.

</TABLE>

F-50

<PAGE>

SCHEDULE IX

TRITON ENERGY CORPORATION AND SUBSIDIARIES
SHORT-TERM BORROWINGS
THREE YEARS ENDED MAY 31, 1994
(IN THOUSANDS, EXCEPT PERCENTAGES)

Year ended May 31, 1992 -
Notes payable to banks (3) $ 15,931 7.16% $ 32,595 $ 18,511 8.17%
--------- ---------- --------- --------- ----------
--------- ---------- --------- --------- ----------

Year ended May 31, 1993 -
Notes payable to banks (3) $ 3,280 6.50% $ 5,981 $ 4,089 6.54%
--------- ---------- --------- --------- ----------
--------- ---------- --------- --------- ----------

Year ended May 31, 1994 -
Notes payable to banks (3) $ 1,640 7.25% $ 3,280 $ 2,323 6.60%
--------- ---------- --------- --------- ----------
--------- ---------- --------- --------- ----------

<FN>

____________________
(1) Sum of balances outstanding at month-end divided by 12 months.

(2) Sum of interest rate times days outstanding divided by total days
outstanding.

(3) The notes payable to banks bear interest at rates of prime plus 1/2% to
plus 1% and are secured by aircraft for 1994, 1993 and 1992 and by fuel
inventory, accounts receivable from fuel sales and other property and
equipment for 1992.

</TABLE>

F-51

<PAGE>

SCHEDULE X

TRITON ENERGY CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL STATEMENTS OF OPERATIONS INFORMATION
THREE YEARS ENDED MAY 31, 1994
(IN THOUSANDS)

1994 1993 1992
--------- --------- ----------
<S> <C> <C> <C>
Taxes, other than on income:
Gross production $ 3,165 $ 5,533 $ 7,465
State franchise and other 2,542 3,515 2,911
--------- --------- ----------
$ 5,707 $ 9,048 $ 10,376
--------- --------- ----------
--------- --------- ----------

</TABLE>

F-52

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
Crusader Limited

We have audited the consolidated financial statements of Crusader Limited and
1(a), have been prepared on the basis of accounting principles accepted in the
United States by restating the primary consolidated financial statements of
Crusader Limited which are denominated in Australian dollars and prepared in
accordance with Australian Accounting Standards. In connection with our audit
of the consolidated financial statements, we also audited the financial
statement schedules as listed in the accompanying index. These consolidated
financial statements and financial statement schedules are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of operations and cash flows of
Crusader Limited and subsidiaries for the year ended May 31, 1992, in conformity
with accounting principles generally accepted in the United States. Also, in our
opinion, the related financial statement schedules, when considered in relation
to the basic consolidated financial statements taken as a whole, present fairly,
in all material respects, the information set forth therein.

KPMG PEAT MARWICK

Brisbane, Australia
August 14, 1992

F-53

<PAGE>

CRUSADER LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EARNINGS
YEAR ENDED MAY 31, 1992
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>

<S> <C>
Revenue:
Sales and other operating revenues $ 78,825
Interest 7,678
Other income 583
----------
87,086
----------
Costs and expenses:
Operating 54,390
General and administrative 12,020
Writedown of assets 9,876
Foreign exchange gain (739)
Interest 5,433
----------
96,587
----------

(9,501)
Gain on disposal of investment securities (note 2) 8,698
----------

Loss before income taxes and minority interest (803)
Income taxes (note 3) 6,276
----------

(7,079)
Minority interest in loss of subsidiaries 9,524
----------

Net earnings $ 2,445
----------
----------

Net earnings per common share $ 0.03
----------
----------

</TABLE>

See accompanying notes to consolidated financial statements.

F-54

<PAGE>

CRUSADER LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
YEAR ENDED MAY 31, 1992
(IN THOUSANDS, EXCEPT SHARE DATA)

TOTAL
COMMON STOCK ADDITIONAL CURRENCY TOTAL
------------------------ PAID-IN RETAINED TRANSLATION SHAREHOLDERS'
SHARE AMOUNT CAPITAL EARNINGS ADJUSTMENTS EQUITY
----------- ---------- ------------ ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance at May 31, 1991 94,509,180 $ 18,616 $ 14,617 $ 57,696 $ (11,130) $ 79,799
Net earnings --- --- --- 2,445 --- 2,445
Convertible subordinated unsecured
notes converted to common stock 643 --- --- --- --- ---
Foreign currency translation
adjustment --- --- --- --- 18 18
----------- ---------- ---------- ---------- ----------- ----------

Balance at May 31, 1992 94,509,823 $ 18,616 $ 14,617 $ 58,334 $ (11,112) $ 80,445
----------- ---------- ---------- ---------- ----------- ----------
----------- ---------- ---------- ---------- ----------- ----------

</TABLE>

See accompanying notes to consolidated financial statements.

F-55

<PAGE>

CRUSADER LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED MAY 31, 1992
(IN THOUSANDS)

<TABLE>

<S> <C>
Cash flows from operating activities:
Net earnings $ 2,445
Adjustments to reconcile net earnings to net cash flow from operating activities:
Depreciation and depletion 15,607
Writedown of assets 9,876
Receivables (11,378)
Inventories 1,897
Prepaid expenses and other current assets 349
Deferred revenue 24,122
Accounts payable and accrued liabilities 2,872
Income tax payable 9,250
Deferred income tax (7,289)
Gain on disposal of investment securities (8,698)
Foreign exchange transaction gain (739)
Minority interest in loss of subsidiary (9,524)
---------

Net cash provided by operating activities 28,790

Cash flows from investing activities:
Purchases of property and equipment (37,420)
Proceeds from disposal of property and equipment 497
Proceeds from disposal of investment securities 14,084
Loan to Triton Energy Corporation 3,500
Other assets (137)
---------

Net cash used in investing activities (19,476)
---------

Cash flows from financing activities:
Short-term borrowings, net (1,257)
Proceeds from long-term debt 17,138
Payments on long-term debt (13,278)
Other liabilities (54)
Dividends paid (1,807)
---------

Net cash provided by financing activities 742
---------

Effects of exchange rate changes on cash 3,418
---------

Net increase in cash 13,474
Cash and equivalents at beginning of year 30,381
---------

Cash and equivalents at end of year $ 43,855
---------
---------
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest (net of amount capitalized) $ 5,374
---------
---------

---------
---------

</TABLE>

See accompanying notes to consolidated financial statements.

F-56

<PAGE>

CRUSADER LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) PRINCIPLES OF PRESENTATION AND CONSOLIDATION

Crusader Limited is incorporated in Queensland, Australia. The primary
consolidated financial statements of Crusader Limited and its subsidiaries
(the "Company") are denominated in Australian dollars and prepared in
accordance with Australian Accounting Standards.

The accompanying consolidated financial statements reflect the result of
restating the primary consolidated financial statements of the Company into
United States dollars and in accordance with United States generally
accepted accounting principles for inclusion as supplementary information
in the Form 10-K of Triton Energy Corporation ("Triton") which at May 31,
1992 owned approximately 49.9% of the issued common stock of the Company.

All significant intercompany balances and transactions have been eliminated
in consolidation.

(b) INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out or
average) or market value.

The Company follows the full cost method of accounting for costs of
exploration and development of oil and gas reserves, whereby all productive
and nonproductive costs, including costs applicable to internal technical
personnel directly associated with these efforts, are capitalized.
Individual countries are designated as separate cost centers. All
capitalized costs plus the undiscounted future development costs of proved
reserves are depleted on the unit-of-production method based on total
proved reserves applicable to each country. Gain or loss is recognized
only on sale of oil and gas properties involving significant reserves.

Costs related to acquisition, holding and initial exploration of areas in
which proved reserves have not been established are capitalized and
periodically evaluated for possible impairment.

Costs related to exploration and development of hardrock mineral properties
are capitalized in respect of each separate area of interest until such
time as a discovery is made or the area is abandoned. Exploration and
development expenditures which are not expected to be recovered from future
production or those associated with abandoned properties are charged to
producing areas are amortized on the units-of-production method based on
total reserves applicable to the area.

F-57

<PAGE>

CRUSADER LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restoration work is carried out progressively during the course of mining.
Provision is made over the life of the mine for the cost of finally
restoring distributed areas after mining is completed.

Substantially all depreciation of other property is provided at rates based
on the estimated useful lives of the property.

The Company capitalizes interest on qualifying assets, principally coal
briquetting plant and unevaluated oil and gas properties. Interest
capitalized was $2,161,000 in 1992.

The coal briquetting plant was constructed during fiscal 1992 and will
commence commercial production during fiscal 1993.

Repairs and maintenance are expensed as incurred and renewals and
betterments are capitalized.

(d) FOREIGN CURRENCY TRANSLATION

The Company's primary financial statements have been translated into United
States dollars in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 52. Exchange adjustments resulting from foreign
currency transactions are recognized in income, whereas adjustments
resulting from translations of financial statements are reflected as a
separate component of shareholders' equity. Local currencies are used as
the functional currencies.

(e) INCOME TAXES

Deferred income taxes are provided for the tax effect of timing differences
in the recognition of revenue and expense for income tax and financial
accounting purposes.

In February 1992, the Financial Accounting Standards Board issued SFAS
No. 109, "Accounting for Income Taxes," which will require the Company
to change its method of accounting for income taxes. The Company currently
accounts for income taxes under APB 11, having elected not to adopt SFAS
No. 96 prior to its required effective date. SFAS No. 109 will change the
Company's method of accounting for income taxes from the deferred method
required by APB 11 to the asset and liability method. The Company is
currently required to adopt the provisions on either a prospective or
retroactive basis during its fiscal year ending May 31, 1994. The Company
has not yet determined the effects of adopting the new statement, nor
whether the statement will be prospectively or retroactively applied.

F-58

<PAGE>

CRUSADER LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(f) EARNINGS PER COMMON SHARE

average shares outstanding. Shares issuable upon conversion of the
convertible notes issued during 1989 are excluded from the computation as
the effect is antidilutive.

(g) STATEMENT OF CASH FLOWS

The Company generally considers all highly liquid investments purchased
with a maturity of three months or less to be cash equivalents.

2. INVESTMENTS

INVESTMENT IN TRITON ENERGY CORPORATION

At May 31, 1992, the Company owned approximately 4% of Triton's common
stock. The Company's investment in Triton, using the cost method, was
$14,632,000 at May 31, 1992. During 1989, a subsidiary of the Company
advanced to Triton from surplus U.S. dollar funds an amount of $7,000,000,
bearing interest at 12.5%, and repayable in four equal installments
commencing February 1990. The unpaid balance of the advances was nil and
$3,500,000 at May 31, 1992 and 1991, respectively. Triton also performs
administrative services on behalf of the Company. Fees for these services
amounted to $585,000 in 1992.

In February and May, 1992, the Company sold 400,647 shares of Triton common
stock for $14,084,000, resulting in a gain of $8,698,000.

INVESTMENT IN AUSTRALIAN HYDROCARBONS N.L. ("AHY")

At May 31, 1992 the Company owned approximately 49% of AHY, a company which
operates in the oil and gas industry in Australia and the United States.
As a result of the ownership and majority representation on the AHY Board
of Directors, the Company began consolidating its interest in AHY during
1991. The results of AHY's operations are not material to the Company's
consolidated financial statements.

F-59

<PAGE>

CRUSADER LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. INCOME TAXES

The components of income tax expense consisted of the following for the
year ended May 31, 1992 (in thousands):

<TABLE>

<S> <C>
Current $ 13,565
Deferred (7,289)
----------

$ 6,276
----------
----------

</TABLE>

A reconciliation of the differences between the amounts computed by
applying the Australian federal statutory tax rate of 39% to loss before
income taxes and minority interest and the actual income taxes for the year
ended May 31, 1992 follows (in thousands):

<TABLE>

<S> <C>
Computed "expected" tax benefit $ (313)
Nontaxable gain on disposals of assets (3,162)
Operating losses, no tax benefit recognized 7,574
Capital allowance (261)
Nonallowed depletion and abandonments 1,931
Variance of tax rates 56
All other, net 451
---------
$ 6,276
---------
---------

</TABLE>

Deferred taxes arose primarily due to deferred income for financial
statement purposes and variations in the Company's capitalization policies
concerning exploration expenditures and related depletion for income tax
and financial reporting purposes.

4. RETIREMENT PLANS

The Company contributes to a defined benefit retirement plan administered
by a Board of Trustees, covering substantially all employees. Contributions
and benefits are actuarially determined. A subsidiary of the Company also
contributes to a defined contribution retirement plan, administered by a
Board of Trustees, covering substantially all its employees. Another
subsidiary contributes to a deferred profit sharing plan administered by a
Board of Trustees covering substantially all of its employees. Total plan
contributions were $511,000 in 1992.

F-60

<PAGE>

CRUSADER LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. COMMITMENTS AND CONTINGENCIES

The Company leases office facilities, motor vehicles and plant with minimum
average annual rentals of approximately $633,000 under terms of various
leases expiring from 1992 through 1996.

The Company has an interest in the Cooper Basin Gas and Liquids Unit of
South Australia. The owners' participation factors in production, capital
investment and certain operating expenses are periodically reviewed in
relation to each party's interest in the reserves of the unit. In fiscal
1990, the Company recorded adjustments to reflect a downward adjustment of
its interest in the unit, to approximately 6% which was retroactive to
January 1, 1987. The 6% interest has been utilized in the financial
statements for 1992.

On June 18, 1991, the Supreme Court of South Australia decided that this
January 1, 1987 review and adjustment was invalid. The effect of this
decision is that the January 1, 1987 review and adjustment will be redone
and meanwhile each party will be restored to their pre-January 1, 1987
retroactive to January 1, 1989 and January 1, 1991, have been suspended
pending the outcome of the January 1, 1987 review and adjustment.

As a result of the above, net revenue totaling $23,750,000 has been
deferred for the period January 1, 1987 to May 31, 1992.

The Company is presently undergoing an audit by the Australian Taxation
Office ("ATO") in respect of the 1989 and 1990 fiscal years as part of the
ATO's program to audit all major Australian public companies. Discussions
are continuing between the Company, its advisors and the ATO, particularly
in respect of submissions made by the ATO regarding interest on certain
intercompany offshore loans.

The outcome of the audit is uncertain at this point in time and the Company
is presently unable to estimate the likely amount of any additional or
penalty taxes that may be assessed to the Company. Any such taxes will be
vigorously disputed by the Company. Although the outcome of this matter
cannot presently be determined, the Company does not believe that it would
be material to its financial condition.

6. FINANCIAL INSTRUMENTS AND CREDIT RISK CONCENTRATIONS

Financial instruments that are potentially subject to concentration of
credit risk consist principally of cash equivalents and receivables. Cash
equivalents consist of high credit quality financial instruments. At May
31, 1992, no receivable from any customer exceeded 5% of shareholders'
equity and, except for two purchasers of the Company's gas
production in Australia and two purchasers of the Company's coal
production, no customer accounted for more than 5% of sales and other
operating revenues in 1992. See note 7 regarding concentration of
receivables by business segment and geographic area at May 31, 1992.

F-61

<PAGE>

CRUSADER LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7. SEGMENT DATA

The Company is engaged principally in oil and gas exploration and
production, coal mining, coal processing and gas processing. Segment data
follows for 1992 (thousands of dollars):

OIL AND COAL COAL GAS
GAS MINING PROCESSING PROCESSING CONSOLIDATED
---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Sales $ 39,431 $ 34,354 $ 2,042 $ 2,998 $ 78,825
---------- ---------- --------- --------- ----------
Operating profit (loss) $ 2,186 $ (11,537) $ (3,631) $ (86) $ (13,068)
---------- ---------- --------- ---------
---------- ---------- --------- ---------

Gain on disposal of
investment securities 8,698
Interest and other income 9,000
Interest expense (5,433)
----------
Loss before income
taxes and minority interest $ (803)
----------
----------

Receivables $ 5,206 $ 3,178 $ 849 $ --- $ 9,233
---------- ---------- --------- --------- ----------
---------- ---------- --------- --------- ----------

Identifiable assets $ 141,687 $ 33,138 $ 18,045 $ 11,158 $ 204,028
---------- ---------- --------- ---------
---------- ---------- --------- ---------

Corporate assets and investments 35,326
----------

Total assets at end of year $ 239,354
----------
----------

Depreciation and depletion $ 12,129 $ 1,448 $ 276 $ 1,366 $ 15,219
---------- ---------- --------- ---------
---------- ---------- --------- ---------

----------

$ 15,607
----------
----------

Capital expenditures $ 17,344 $ 1,261 $ 16,717 $ 136 $ 35,458
---------- ---------- --------- ---------
---------- ---------- --------- ---------

Corporate capital expenditures 1,962
----------

$ 37,420
----------
----------

</TABLE>

F-62

<PAGE>

CRUSADER LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Contracts with two unaffiliated customers accounted for approximately
$8,829,000 and $6,484,000 in 1992 of gas sales in Australia. Most of the
Company's coal production is exported to Japan and Europe under short-term
contracts. Two unaffiliated customers, accounted for sales of
approximately $9,214,000 and $8,826,000 in 1992.

Geographical segment information follows for 1992 (thousands of dollars):

SOUTH
UNITED EAST
AUSTRALIA CANADA STATES ASIA EUROPE CONSOLIDATED
----------- -------- --------- --------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Sales $ 46,479 $ 10,120 $ 4,266 $ 15,918 $ 2,042 $ 78,825
Operating profit (loss) (7,551) 1,514 (681) (2,719) (3,631) (13,068)
Identifiable assets 118,929 21,320 25,042 20,692 18,045 204,028

</TABLE>

Other is grouped with Australia in all years.

subsidiaries which conducted its coal operations in South East Asia for
$5,160,000 in cash. The cash proceeds are to be used to improve working
capital. The loss resulting from this sale of $3,135,000 has been
reflected in the writedown of unevaluated coal properties in the year ended
May 31, 1992.

Writedown of assets for the year ended May 31, 1992 included $2,353,000
relating to proved coal properties and plant, $4,020,000 relating to
unevaluated coal properties and $3,503,000 relating to other property and
equipment.

F-63

<PAGE>

CRUSADER LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. OIL AND GAS DATA

The following tables provide additional information about the Company's oil
and gas exploration and production activities for 1992:

RESULTS OF OPERATIONS

The results of operations considering direct costs only for oil and gas
producing activities follow (thousands of dollars):

UNITED TOTAL
AUSTRALIA CANADA STATES WORLDWIDE
----------- -------- -------- -----------
<S> <C> <C> <C> <C>
Revenue $ 28,043 $ 7,122 $ 4,266 $ 39,431
Costs:
Production costs 10,463 2,940 991 14,394
Depletion expense 7,911 1,160 3,058 12,129
Income taxes 3,941 2,316 74 6,331
--------- -------- -------- ---------

Results of operations $ 5,728 $ 706 $ 143 $ 6,577
--------- -------- -------- ---------
--------- -------- -------- ---------

</TABLE>

COSTS INCURRED AND CAPITALIZED COSTS

The total costs incurred in oil and gas property acquisition, exploration
and development activities and related capitalized costs follow (thousands
of dollars, except per barrel data):

UNITED TOTAL
AUSTRALIA CANADA STATES OTHER* WORLDWIDE
----------- --------- --------- --------- -----------
Costs incurred:
Property acquisition $ --- $ --- $ 5,000 $ --- $ 5,000
Exploration 875 189 867 237 2,168
Development 5,730 1,070 1,696 --- 8,496
Interest capitalized 895 105 680 --- 1,680
Depletion per equivalent barrel
of production $ 3.63 $ 2.60 $ 12.28 $ --- $ 4.22
---------- --------- --------- ------- ----------
---------- --------- --------- ------- ----------
Cost of properties being depleted
at year-end $ 127,196 $ 12,101 $ 8,800 $ --- $ 148,097
---------- --------- --------- ------- ----------
---------- --------- --------- ------- ----------
Cost of properties not being depleted
at year-end $ 9,344 $ 1,197 $ 8,382 $ 861 $ 19,784
---------- --------- --------- ------- ----------
---------- --------- --------- ------- ----------

Accumulated depletion at year-end $ 74,664 $ 5,307 $ 4,473 $ --- $ 84,444
---------- --------- --------- ------- ----------
---------- --------- --------- ------- ----------

<FN>

* In segment information, "other" is grouped with Australia.

</TABLE>

F-64

<PAGE>

CRUSADER LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OIL AND GAS RESERVE DATA (UNAUDITED)

The following table presents the Company's estimates of its proved oil and
gas reserves. These estimates were prepared by the Company's independent
petroleum reservoir engineers. The Company emphasizes that reserve
estimates are inherently imprecise and are expected to change as future
information becomes available. Liquid reserves are stated in thousands of
barrels and gas reserves are stated in millions of cubic feet.

AUSTRALIA CANADA UNITED STATES TOTAL WORLDWIDE
LIQUIDS GAS LIQUIDS GAS LIQUIDS GAS LIQUIDS GAS
------- ------- ------- -------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at May 31, 1991 3,109 89,328 1,762 5,730 407 1,135 5,278 96,193
Revisions 618 7,088 588 (469) (15) (221) 1,191 6,398
Extensions and discoveries --- --- 174 696 36 33 210 729
Production (791) (8,323) (379) (410) (197) (330) (1,367) (9,063)
------- -------- ------- ------- ------ -------- ------- --------

Balance at May 31, 1992 2,936 88,093 2,145 5,547 231 617 5,312 94,257
------- -------- ------- ------- ------ -------- ------- --------
------- -------- ------- ------- ------ -------- ------- --------

Proved developed reserves
at May 31, 1992 2,830 82,627 2,145 5,547 231 617 5,206 88,791
------- -------- ------- ------- ------ -------- ------- --------
------- -------- ------- ------- ------ -------- ------- --------

</TABLE>

STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS AND CHANGES
THEREIN (UNAUDITED)

The following table (thousands of dollars) presents a standardized measure
of discounted future net cash flows and changes therein relating to proved
oil and gas reserves. Future cash inflows were computed by applying
year-end prices of oil and gas relating to the Company's proved reserves to
the estimated year-end quantities of these reserves. Future price changes
were considered only to the extent provided by contractual agreements in
existence at year-end. Future production and development costs were
computed by estimating the expenditures to be incurred in developing and
producing the proved oil and gas reserves at the end of the year, based on
year-end costs. The standardized measure of discounted future cash flows
represents the present value of estimated future net cash flows using a
discount rate of 10% per annum. Actual future cash inflows may vary
considerably and the standardized measure does not necessarily represent
the fair value of the Company's oil and gas reserves.

F-65

<PAGE>

CRUSADER LIMITED AND SUBSIDIARIES

UNITED TOTAL
AUSTRALIA CANADA STATES WORLDWIDE
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Future cash flows $ 210,532 $ 40,732 $ 5,024 $ 256,288
Future production and development costs 71,033 19,544 1,006 91,583
---------- -------- -------- ----------

Future net cash inflows before income taxes $ 139,499 $ 21,188 $ 4,018 $ 164,705
---------- -------- -------- ----------
---------- -------- -------- ----------

Future net cash inflows before income taxes
discounted at 10% per annum $ 92,824 $ 15,217 $ 3,412 $ 111,453
Future income taxes discounted at 10% per annum 29,548 5,262 --- 34,810
---------- -------- -------- ----------
Standardized measure of discounted
future net cash flows $ 63,276 $ 9,955 $ 3,412 $ 76,643
---------- -------- -------- ----------
---------- -------- -------- ----------

</TABLE>

Changes in the standardized measure of discounted future cash flows follow
(thousands of dollars):

<S> <C>
Beginning of year $ 81,400
Extensions and discoveries 1,873
Sales, net of production costs (25,037)
Net change in prices and production costs (3,512)
Revisions of quantity estimates 11,481
Accretion of discount 11,789
Changes in production rates and other (3,033)
Net change in income taxes 1,682
---------
End of year $ 76,643
---------

</TABLE>

9. RELATED PARTY DISCLOSURES

A subsidiary of the Company has entered into an agreement with PT
Karimtanisa Utama ("Karimtanisa"), a company in which the wife of a
director of the subsidiary has an interest. Under the agreement the
subsidiary will farm into exploration areas in Indonesia in which
Karimtanisa has interests. These agreements were, in the main, entered into
before the director became so related and all before he became a director.
They require the subsidiary to fund exploration and development (if any)
and to pay certain sums to Karimtanisa in the future at various stages if
the subsidiary chooses to proceed to commercially develop any of these
interests. Subsequent to May 31, 1992, the Company sold this subsidiary.
In addition, the director has resigned subsequent to May 31, 1992.

F-66

<PAGE>

CRUSADER LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Triton owns 49.9% of Crusader's 12% Convertible Subordinated Unsecured
Notes on which Triton received $957,000 in interest during fiscal 1992.

10. EVENTS (UNAUDITED) SUBSEQUENT TO THE DATE OF THE REPORT OF INDEPENDENT
ACCOUNTANTS

In February 1993, a settlement of the January 1, 1987 Review and Adjustment
dispute (see note 5) was reached in principle between Crusader and Santos
Limited. Under the terms of the settlement, Crusader's interest in an
expanded area of interest is fixed at 4.75%. Previously, Crusader's
interests have been limited to the Cooper Basin Unit and the Nappacoongee
Murteree Block. Under the terms of the settlement agreement, Crusader's
interests would be expanded to include certain additional leases. Also in
connection with this arrangement the total of net revenues that were
deferred by Crusader since January 1, 1987, was remitted to the Unit
Operator.

The audit by the Australian Taxation Office (ATO) (see note 5) has been
completed and as a result an additional tax expense of approximately
US$800,300 was recorded in the 1993 fiscal year.

The coal briquetting plant commenced production during the first quarter of
fiscal 1994.

F-67

<PAGE>

SCHEDULE V
CRUSADER LIMITED AND SUBSIDIARIES
PROPERTY AND EQUIPMENT
YEAR ENDED MAY 31, 1992
(IN THOUSANDS)

BALANCE AT BALANCE
CLASSIFICATIONS OF YEAR AT COST OR SALES CHANGES OF YEAR
- - - ----------------- ----------- ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Oil and gas properties $ 151,736 $ 17,344 $ 5 $ (1,194) $ 167,881
Coal properties and plant 31,640 1,261 6,274 (610) 26,017
Coal briquetting plant --- 16,717 --- (947) 15,770
Gas plant and related
contract rights 19,388 136 --- (1,052) 18,472
Other 12,175 1,962 4,757 (37) 9,343
---------- --------- --------- --------- ----------
$ 214,939 $ 37,420 $ 11,036 $ (3,840) $ 237,483
---------- --------- --------- --------- ----------
---------- --------- --------- --------- ----------

</TABLE>

- - - --------------------------
Note - Other changes principally represent foreign currency translation
adjustments.

SCHEDULE VI
CRUSADER LIMITED AND SUBSIDIARIES
ACCUMULATED DEPRECIATION AND DEPLETION
OF PROPERTY AND EQUIPMENT
YEAR ENDED MAY 31, 1992
(IN THOUSANDS)

BALANCE AT ADDITIONS BALANCE
BEGINNING CHARGED TO RETIREMENTS OTHER AT CLOSE
CLASSIFICATIONS OF YEAR EARNINGS OR SALES CHANGES OF YEAR
- - - ----------------- ---------- ---------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C>
Oil and gas properties $ 72,924 $ 12,129 $ 1 $ (608) $ 84,444
Coal properties and plant 7,405 1,724 605 157 8,681
Gas plant and related
contract rights 6,342 1,366 --- (394) 7,314
Other 1,328 388 57 15 1,674
---------- --------- ---------- -------- ----------
$ 87,999 $ 15,607 $ 663 $ (830) $ 102,113
---------- --------- ---------- -------- ----------
---------- --------- ---------- -------- ----------

</TABLE>

- - - -------------------------
adjustments.

F-68

<PAGE>

SCHEDULE IX

CRUSADER LIMITED AND SUBSIDIARIES
SHORT-TERM BORROWINGS
YEAR ENDED MAY 31, 1992
(IN THOUSANDS, EXCEPT PERCENTAGES)

MAXIMUM AVERAGE WEIGHTED
WEIGHTED AMOUNT AMOUNT AVERAGE
BALANCE AT AVERAGE OUTSTANDING OUTSTANDING INTEREST RATE
END OF INTEREST DURING DURING THE DURING THE
CATEGORY PERIOD RATE THE YEAR YEAR (2) YEAR (3)
-------- ---------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Loans (1) $ 9,410 9.4% $ 11,704 $ 9,192 10.9%
--------- --------- ---------- --------- ----------
--------- --------- ---------- --------- ----------
Bank overdrafts (part
secured) $ 6,838 10.8% $ 8,916 $ 7,439 12.6%
--------- --------- ---------- --------- ----------
--------- --------- ---------- --------- ----------

</TABLE>

- - - ------------------------
Notes:
(1) Loans represent short-term money market borrowings at varying interest
rates, which are partially secured.
(2) Sum of balance outstanding at month end/12 months.
(3) Actual interest expense/average borrowings.

SCHEDULE X
CRUSADER LIMITED AND SUBSIDIARIES
SUPPLEMENTAL STATEMENT OF EARNINGS INFORMATION
YEAR ENDED MAY 31, 1992
(IN THOUSANDS)

<S> <C>
Taxes, other than on income - gross production $ 4,088
----------
----------
</TABLE>

F-69

<PAGE>
RESTATED ARTICLES OF INCORPORATION
OF
TRITON ENERGY CORPORATION

ARTICLE ONE

the Texas Business Corporation Act, hereby adopts restated articles of
incorporation which accurately copy the articles of incorporation and all
amendments thereto that are in effect to date and such restated articles of
incorporation contain no change in any provision thereof.

ARTICLE TWO

The restated articles of incorporation were adopted by resolution of the
board of directors of the corporation on the 16th day of April, 1992.

ARTICLE THREE

The articles of incorporation and all amendments and supplements thereto
are hereby superseded by the following restated articles of incorporation which
accurately copy the entire text thereof:

ARTICLES OF INCORPORATION
OF
TRITON ENERGY CORPORATION

ARTICLE I

The name of the corporation is TRITON ENERGY CORPORATION.

ARTICLE II

The period of its duration is perpetual.

ARTICLE III

The purposes of the corporation are:

<PAGE>
To carry on the business of producers, refiners, storers, suppliers and
distributers of petroleum and petroleum products, including natural gas and its
constituent elements; to purchase or otherwise acquire real or personal property
which it may deem convenient to obtain for the purposes or in connection with
the business of the corporation, whether for the purposes of resale or
realization or otherwise, and in particular, land, oil wells, gas wells,
refineries, mines, buildings, machinery, rights of way, pipelines or any rights
or privileges and to manage, develop, sell, exchange, lease, mortgage or
otherwise deal with the whole or any part of such property or rights; to
establish, construct, operate and maintain a gathering system or gathering
systems for the gathering of, purchase and sale of natural gas and its
constituent elements; to prospect, explore and develop mines, minerals or other
properties in any manner deemed desirable; to erect necessary or convenient
refineries, plants, machinery, dwelling houses and other buildings, works and
appliances; to carry on through prospecting drilling, piping, storing, refining
buying and selling both at wholesale and at retail of oil and gas; to construct
any and all buildings and pipelines and pumping stations deemed necessary or
desirable in carrying on the business of the corporation (The corporation will
not, however, engage in oil pipeline business);
To borrow or raise moneys for any of the purposes of the corporation, and,
from time to time without limit as to amount, to draw, make, accept, endorse,
execute and issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other instruments and evidences of indebtedness, either
the whole or any part of the property of the corporation; and to sell, pledge or
otherwise dispose of bonds or other such obligations; to loan to any firm,
person or corporation any of its surplus funds, either with or without security,
in connection with its corporate purposes;

Page 2

<PAGE>
To purchase, hold, sell, and transfer the shares of its own capital stock;
provided that it shall not use those funds for the purchase of its shares when
such would cause any impairment of its capital except as otherwise permitted by
the law, and provided that shares of its own capital stock belonging to it shall
not be voted upon directly or indirectly;
Subject to the provisions of Part Four, Texas Miscellaneous Corporation
Laws Act, REVISED CIVIL STATUTES OF TEXAS, to buy or otherwise acquire or manage
and control real and personal property of every description, and to sell and
convey, mortgage, pledge, lease or otherwise dispose of such property or any
part thereof.
In general to carry on all business in connection with any of the foregoing
and to exercise any and all of the powers conferred by the laws of the State of
Texas upon corporations formed under the Texas Business Corporation Act and to
do all or any of the things herein set forth to the same extent as natural
persons might or could do.
ARTICLE IV
The aggregate number of shares which this corporation shall have authority
to issue is Two Hundred Million (200,000,000) shares of Common Stock of the par
value of $1.00 per share and Five Million (5,000,000) shares of Preferred Stock
without par value.
The Preferred Stock may be divided into and issued into series. If the
shares of any such class are to be issued in series, then each series shall be
so designated as to distinguish the shares thereof from the shares of any such
class and variations and the relative rights and preferences as between
different series can be fixed and determined by the Board of Directors. The
authority of the Board of Directors with respect to each series shall include,
without limitation thereto the determination of any or all of the following and
the shares of each series may vary from the shares of any other series in the
following respects:

Page 3

<PAGE>
The Board of Directors of this corporation is hereby authorized to issue
the Preferred Stock at any time and from time to time, in one (1) or more series
and for such consideration as may be fixed from time to time by the Board of
Directors, but not less than the par value thereof. The number of shares to
comprise each such series, which number may be increased (except where otherwise
provided by the Board of Directors in creating such series) or decreased (but
not below the number of shares therefrom then outstanding) shall be determined,
expressly authorized, before issuance of any shares of a particular series, to
determine any and all rights, preferences and limitations pertaining to such
series including but not limited to:
(1) Voting rights, if any, including without limitation, the authority to
confer multiple votes per share, voting rights as to specified matters or issues
such as mergers, consolidations or sales of assets, or voting rights to be
exercised either together with holders of common stock as a single class, or
independently as a separate class;
(2) Rights, if any, permitting the conversion or exchange of any such
shares, at the option of the holder into any other class or series of shares of
this corporation and the price or prices or the rates of exchange and any
adjustment thereto at which such shares will be convertible or exchangeable;
(3) The rate of dividends, if any, payable on shares of such series, the
conditions and the dates upon which such dividends shall be payable and whether
such dividends shall be cumulative or non-cumulative;
(4) The amount payable on shares of such series in the event of any
liquidation, dissolution or winding up of the affairs of this corporation;

Page 4

<PAGE>
(5) Redemption, repurchase, retirement and sinking fund rights,
preferences and limitations, if any, the amount payable on shares of such series
in the event of such redemption, repurchase or retirement, the terms and
conditions of any sinking fund, the manner of creating such fund or funds and
whether any of the foregoing shall be cumulative or non-cumulative; and
(6) Any other preference and relative, participating, optional or other
special rights and qualifications, limitations or restrictions of shares of such
series not fixed and determined herein, to the extent permitted to do so by law.
All shares of Preferred Stock shall be of equal rank and shall be
identical, except with respect to the particulars that may be fixed by the Board
of Directors as above provided and as to the date from which dividends thereon,
if any, shall be cumulative if made cumulative by the Board of Directors.
No shareholder shall be entitled, as a matter of right to purchase or
subscribe for or receive additional shares of any class of stock of the
corporation, whether now or hereafter authorized, including, but not limited to,
treasury stock, or any notes,, debentures, bonds or other securities convertible
into or carrying warrants or options to purchase shares of any class now or
hereafter authorized. Any such securities or additional shares of stock may be
issued or disposed of by the Board of Directors to such persons and on such
terms as in its discretion may be deemed advisable.
At each election for directors every shareholder entitled to vote at such
election shall have the right to vote, in person or by proxy, the number of
for whose election he has a right to vote. Cumulative voting, for the election
of directors or otherwise, is expressly prohibited. On all matters coming

Page 5

<PAGE>
before the shareholders, other than the election of directors, each share of
issued and outstanding Common Stock shall be entitled to one (1) vote.
Statements of Resolution establishing and designating a series of Preferred
Stock of the corporation are attached hereto as Exhibits "A" and "B" and made a
part hereof for all purposes.
ARTICLE V
The corporation will not commence business until it has received for the
issuance of its shares consideration of the value of One Thousand Dollars
($1,000.00) consisting of money, labor done, or property actually received.
ARTICLE VI
The post office address of its present registered office is c/o C T
Corporation System, 350 N. St. Paul St., Dallas, Texas 75201, and the name of
its present registered agent at such address is CT Corporation System.
ARTICLE VII
The number of directors constituting the present board of directors is
thirteen (13). The names and addresses of the persons who presently serve as
directors are:

Jake B. Goodson 104 Mischief Lane
Rockwall, TX 75087

Jesse E. Hendricks 1506 Greentree Avenue
Duncanville, TX 75137

Ernst E. Cook 3002 Kismet
Houston, TX 77043

Herbert L. Brewer 7639 Royal Lane
Dallas, Texas 75230

Page 6

<PAGE>

Wellslake D. Morse, Jr. c/o Triton Fuel Group, Inc.
P.O. Box 4
8008 Aviation Place
Love Field Terminal
Dallas, TX 75235

Ray H. Eubank 1250 One Energy Square
4925 Greenville Avenue
Dallas, TX 75206

Tom F. Steele 823 Baker Drive
Tomball, TX 77375

Graeme O. Morris c/o Feez Ruthning & Co.
Levels 31-33 Riverside Centre
123 Eagle Street
Brisbane, Queensland 4000
Australia

John P. Lewis c/o The Lewis Company
One Galleria Tower
13355 Noel Road
Dallas, TX 75240

William I. Lee c/o Triton Energy Corporation
6688 N. Central Expressway
Suite 1400
Dallas, TX 75206

Charles E. Selecman c/o Input/Output, Inc.
4235 Greenbriar Drive
Stafford, TX 77477-3918

J. G. A. Tucker c/o KPMG Peat Marwick
Hungerfords
Levels 28-31
Central Plaza One
345 Queen Street
Brisbane, Queensland 4000
Australia

David E. Gore c/o Triton Energy Corporation
6688 N. Central Expressway
Suite 1400
Dallas, TX 75206

ARTICLE VIII
To the fullest extent permitted by the Texas Miscellaneous Corporation Laws
Act and/or the Texas Business Corporation Act, as such statutes now exist or may
hereafter be amended, a director of the corporation shall not be liable to the
corporation or its shareholders for monetary damages for an act or omission in
the director's capacity as a director. Any repeal or modification of this
paragraph by the shareholders of the corporation shall be prospective only and
shall not

Page 7

<PAGE>
adversely affect any limitation on the personal liability of a director of the
corporation existing at the time of such repeal or modification.
ARTICLE IX
Except as otherwise provided in Article 2.41 of the Texas Business
Corporation At, no contract, act or transaction of this corporation with any
person or persons, firm, trust or association, or with any other corporation,
shall be affected or invalidated because any director, officer or stockholder of
this corporation is a party to, or is interested in, said contract, act or
transaction, or is in any way connected with any such person or persons, firm,
trust or association, or is a director, officer or stockholder of, or otherwise
interested in, any such other corporation, nor shall any duty to pay damages to
this corporation be imposed upon such director, officer or stockholder of this
corporation solely by reason of such fact, regardless of whether the vote,
action or presence of any such director, officer or stockholder may be or have
been necessary to obligate this corporation on, or in connection with, such
contract, act or transaction, provided that such interest or connection (other
known or disclosed to the Board of Directors of this corporation.
ARTICLE X
Each director and officer (and his heirs, executors and administrators) may
be indemnified by the corporation against reasonable costs and expenses incurred
by him in connection with any action, suit or proceeding to which he may be made
a party by reason of his being or having been a director or officer of the
corporation, except in relation to any actions, suits, or proceedings, in which
he has been adjudged liable because of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office. In the absence of an adjudication which expressly absolves the director
or officer of liability to the corporation or its

Page 8

<PAGE>
stockholders for willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office,, or in the event
of a settlement, each director and officer (and his heirs, executors, and
administrators) may be indemnified by the corporation against payments made,
including reasonable costs and expenses, provided that such indemnity shall be
conditioned upon the prior determination by a resolution of two-thirds of those
members of the Board of Directors of the corporation not involved in the action,
suit or proceeding that the director or officer has no liability by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office, and provided further that if a
majority of the members of the Board of Directors of the corporation are
involved in the action, suit or proceeding, such determination shall have been
made by a written opinion of independent counsel. Amounts paid in settlement
shall not exceed costs, fees and expenses which would have been reasonably
incurred if the action, suit or proceeding had been litigated to a conclusion.
Such a determination by the Board of Directors, or by independent counsel, and
the payments of amounts by the corporation on the basis thereof shall not
prevent a stockholder from challenging such indemnification by appropriate legal
proceedings on the ground that the person indemnified was liable to the
corporation or its security holders by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office. The foregoing rights of indemnification shall not be exclusive of
any other rights to which the officers and directors may be entitled by law.

Page 9

<PAGE>

Dated this 16 day of April, 1992.

TRITON ENERGY CORPORATION

By: /s/ Charles B. Crowell
_______________________________________
Executive Vice President,
Administration

Page 10

<PAGE>

STATEMENT OF RESOLUTION
ESTABLISHING AND DESIGNATING A SERIES OF SHARES
OF
TRITON ENERGY CORPORATION
SERIES A PREFERRED STOCK, NO PAR VALUE

To the Secretary of State
of the State of Texas

Pursuant to the provisions of Article 2.13 of the Texas Business
Corporation Act, and pursuant to Article IV of its Articles of Incorporation,
the undersigned, Triton Energy Texas Business Corporation, a corporation
organized and existing under the Texas Business Corporation Act, as amended (the
"Company"), hereby submits the following statement for the purpose of
establishing and designating a series of share and fixing and determining the
relative rights and preferences thereof:

I. The name of the corporation is Triton Energy Corporation.

II. The following resolution establishing and designating a series of
shares and fixing and determining the relative rights and preferences thereof
was duly adopted by the Board of Directors of the Company on or about June 14,
1990;

III. RESOLVED, that pursuant to the authority vested in the Board of
Directors of the Corporation in accordance with the provisions of its Articles
of Incorporation, the Board of Directors does hereby create, authorize and
provide for the issuance, upon the exercise of the Rights, of a series of
Preferred Stock of the Corporation, to be designated "Series A Preferred Stock"
(herein after refers to as the "Series A Preferred Stock"), initially consisting
of 40,000 shares and to the extent that the designations, powers, preferences
and relative and other special rights and the qualification, limitations and
restrictions of the Series A Preferred Stock are not stated and expressed in the
Articles of Incorporation, does hereby fix and state such designations, powers,
preferences and relative and other special rights and the qualifications,
limitations or restrictions thereof, are as follows:

Section 1. DESIGNATION AND AMOUNT. The shares of such series
shall be designated as "Series A Preferred Stock," with no par value, and the
number of shares constituting such series shall be 40,000. Notwithstanding the
provisions of Section 9 hereof, such number of shares may be increased or
decreased by resolution of the Board of Directors; provided that no decrease
shall reduce the number of shares of Series A Preferred Stock to a number less
than the number of shares then outstanding plus the number of shares reserved
for issuance upon the exercise of outstanding options, rights or warrants or
upon the conversion of any outstanding securities issued by the Corporation

Section 2. DIVIDENDS AND DISTRIBUTIONS. Subject to the prior and
superior rights of the holders of any shares of any series of Preferred Stock
ranking prior and superior to

<PAGE>

the shares of Series A Preferred Stock with respect to dividends, the holders of
Series A Preferred Stock shall be entitled to receive, when, as and if declared
by the Board of Directors, out of funds legally available therefor, dividends
payable in cash, stock or otherwise.

Section 3. VOTING RIGHTS. The holders of shares of Series A
Preferred Stock shall have the following voting rights:

(A) Subject to the provision for adjustment hereinafter set
forth, each share of Series A Preferred Stock shall entitle the holder
thereof to 1000 votes on all matters submitted to a vote of the
shareholders of the Corporation. In the event the Corporation shall
at any time after June 26, 1990 (i) declare any dividend on the Common
Stock payable tin shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the
number of vote per share to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event shall be
adjusted by multiplying such number by a fraction, the numerator of
which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares
of Common Stock that were outstanding immediately prior to such
events.

(B) Except as otherwise provided herein, in any other State of
Resolution creating a series of Preferred Stock or any similar stock,
or as otherwise provided by law, the holders of shares of Series A
Preferred Stock and the holders of shares of Common Stock and any
other capital stock of the Corporation having general voting rights
shall vote together as one class on all matters submitted to a vote of
shareholders of the Corporation.

(C) Except as set forth herein, or as otherwise provided by law,
holders of Series A Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled
to vote with holders of Common Stock as set forth herein) for taking any
corporate action.

Section 4. LIQUIDATION, DISSOLUTION OR WINDING UP.

Upon any liquidation, dissolution or winding up of the Corporation, no
distribution shall be made (1) to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
A Preferred Stock shall have received $1,000 per share, provided that the
holders of shares of Series A Preferred Stock shall be entitled to receive an
aggregate amount per share, subject to the provision for adjustment hereinafter
set forth, equal to 1,000 times the aggregate amount to be distributed per share
to holders of shares of Common Stock, or (2) to the holders of shares of stock
ranking on a parity (either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, except distributions made ratably
on the Series A Preferred Stock and all such parity stock in proportion to the
total amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. In the

<PAGE>

event the Corporation shall at any time after June 26, 1990, (i) declare any
dividend on the Common Stock payable in shares of Common Stock, (ii) subdivide
the outstanding Common Stock, or (iii) combine the outstanding Common Stock into
a smaller number of shares, then in each such case the aggregate amount to which
holders of shares of Series A Preferred Stock were entitled to immediately prior
to such event under the proviso in clause (1) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction, the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

Section 6. CONSOLIDATION, MERGER, ETC. In case the Corporation
shall enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other stock
or securities, cash or other property, then in any such case the shares of
Series A Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 1,000 times the aggregate amount of stock,
securities, cash or any other property (payable in kind), as the case may be,
into which or for which each share of Common Stock is changed or exchanged. In
the event the Corporation shall at any time after June 26, 1990, (i) declare any
dividend on Common Stock payable in share of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of shares of Series A
Preferred Stock shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

shall not be redeemable.

Section 8. RANKING. The Series A Preferred Stock shall rank
junior to all other series of the Corporation's Preferred Stock as to the
payment of dividends and the distribution of assets, on liquidation or
otherwise, unless the terms of any such series shall provide otherwise.

Section 9. AMENDMENT. The Articles of Incorporation of the
Corporation shall not be further amended in any manner which would materially
alter or change the powers, preferences or special rights of the Series A
Preferred Stock so as to affect them adversely without the affirmative vote of
the holders of two-thirds or more of the outstanding shares of Series A
Preferred Stock, voting separately as a class.

Section 10. FRACTIONAL SHARES. Series A Preferred Stock may be
issued in fractions of a share which shall entitle the holder thereof, in
proportion of a share which shall entitle the holder thereof, in proportion to
such holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all of the rights of
holders of shares of Series A Preferred Stock.

<PAGE>

AND BE IT FURTHER RESOLVED, that the appropriate officers of the Company
be, and they are hereby, authorized and directed from time to time to execute
such certificates, instruments or other documents and do all such things as may
be necessary or advisable in their discretion in order to carry out the terms,
including the filing with the Secretary of State for the State of Texas of a
copy of the foregoing Resolution executed by the President or any Vice President
and the Secretary or Assistant Secretary and verified by one of the officers so
executing such document.

Dated: July ____, 1990

TRITON ENERGY CORPORATION

By:_______________________________
Charles B. Crowell,
Senior Vice President and
General Counsel

By:_______________________________
J. Sanderson, Secretary

<PAGE>

THE STATE OF TEXAS )
)
COUNTY OF DALLAS )

I, _________________________________, a notary public, do hereby certify
that this _____ day of July, 1990, personally appeared before me Charles B.
Crowell who being by me first duly sworn, declared that he is the Senior Vice
President and General Counsel of Triton Energy Corporation, that he signed the
foregoing document as Vice President and General Counsel of the corporation, and
that the statements therein contained are true.

__________________________________
County, Texas

My Commission Expires:

______________________

THE STATE OF TEXAS )
)
COUNTY OF DALLAS )

I, _________________________________, a notary public, do hereby certify
that this _____ day of July, 1990, personally appeared before me J. Sanderson
who being by me first duly sworn, declared that she is the Secretary of Triton
Energy Corporation, that she signed the foregoing document as Secretary of the
corporation, and that the statements therein contained are true.

__________________________________
Notary Public in and for Dallas
County, Texas

My Commission Expires:

______________________

<PAGE>

STATEMENT OF RESOLUTION OF
TRITON ENERGY CORPORATION

Series A Preferred Stock, no par value

To the Secretary of State
of the State of Texas:

Pursuant to the provisions of Article 2.13 of the Texas Business
Corporation Act, and pursuant to Article IV of its Articles of Incorporation,
the undersigned, Triton Energy Corporation (the "Company"), hereby submits the
following statement for the purpose of increasing the number of shares
comprising the Company's Series A Preferred Stock, no par value:

I. The name of the Corporation is Triton Energy Corporation.

II. The following resolution increasing the number of shares
comprising the Company's Series A Preferred Stock, no par value, was duly
adopted by the Board of Directors of the Company on January 16, 1992.

III. "RESOLVED, that pursuant to the authority granted to the
Board of Directors of the Company by the Articles of
Incorporation, as amended, and subject to the provisions of such
Articles of Incorporation, as amended, the number of shares
constituting the Company's Series A Preferred Stock, no par
value, be, and the same hereby is, increased from 40,000 to
200,000; and be it

"FURTHER RESOLVED, that the appropriate officers of the
Company be, and they hereby are, authorized and directed from
time to time to execute such certificates, instruments or other
documents and to do all such things as may be necessary or
advisable in their discretion in order to carry out the terms of
the foregoing resolution, including the filing with the Secretary
of State for the State of Texas of a copy of the foregoing
resolution executed by the President or any Vice President and
the Secretary or Assistant Secretary of the Company.

Dated: January 16, 1992.

TRITON ENERGY CORPORATION

<PAGE>

Charles B. Crowell, Executive Vice
President, Administration

By:____________________________________
J. Sanderson, Secretary

THE STATE OF TEXAS )
)
COUNTY OF DALLAS )

I, _________________________________, a notary public, do hereby certify
that this _____ day of January, 1992, personally appeared before me Charles B.
Crowell who being by me first duly sworn, declared that he is the Executive Vice
President, Administration of Triton Energy Corporation, that he signed the
foregoing document in such capacity, and that the statements therein contained
are true.

__________________________________
Notary Public in and for Dallas
County, Texas

My Commission Expires:

______________________

THE STATE OF TEXAS )
)
COUNTY OF DALLAS )

I, _________________________________, a notary public, do hereby certify
that this _____ day of July, 1990, personally appeared before me J. Sanderson
who being by me first duly sworn, declared that she is the Secretary of Triton
Energy Corporation, that she signed the foregoing document in such capacity, and
that the statements therein contained are true.

<PAGE>

__________________________________
Notary Public in and for Dallas
County, Texas

My Commission Expires:

______________________

<PAGE>

EXHIBIT 3.2

AMENDED AND RESTATED BYLAWS OF

TRITON ENERGY CORPORATION

A Texas Corporation
<PAGE>

AMENDED AND RESTATED BYLAWS OF
TRITON ENERGY CORPORATION
TABLE OF CONTENTS

PAGE
ARTICLE I OFFICES

Section 1. Principal Office and Registered Agent 1
Section 2. Other Offices 1

ARTICLE II MEETINGS OF SHAREHOLDERS

Section 1. Meetings 1
Section 2. Annual Meetings 2
Section 3. Special Meetings 2
Section 4. Voting List 2
Section 5. Notice of Shareholders Meetings 3
Section 7. Quorum 5
Section 8. Voting Shares 5
Section 9. Written Consents 6

ARTICLE III DIRECTORS

Section 1. Board of Directors 7
Section 2. Number of Directors 7
Section 3. Nomination of Directors 7
Section 4. Vacancies and Newly Created Directorships 9
Section 5. Removal of Directors 10
Section 6. Meetings 11
Section 7. First Meeting 11
Section 8. Regular Meetings 11
Section 9. Special Meetings 11
Section 10. Quorum; Majority Vote 12
Section 11. Consent of Directors 12
Section 12. Telephonic Meeting 13
Section 13. Committees of Directors 13
Section 14. Compensation of Directors 14
Section 15. Resignation 15
Section 16. Liability of Directors 15
Section 17. Indemnification 16

<PAGE>

PAGE

ARTICLE IV NOTICES

Section 1. Method of Notice 17
Section 2. Waiver of Notice 18

ARTICLE V OFFICERS

Section 1. Officers 18
Section 2. Election 19
Section 3. Compensation 20
Section 4. Term; Removal; Resignation; Vacancies 20
Section 5. The Chairman of the Board 21
Section 6. Chief Executive Officer 21
Section 7. The President 21
Section 8. Vice Presidents 23
Section 9. Secretary and Assistant Secretaries 23
Section 10. Treasurer and Assistant Treasurers 24

ARTICLE VI CERTIFICATES AND SHAREHOLDERS

Section 1. Certificates of Shares 26
Section 3. Transfers of Shares 29
Section 4. Registered Shareholders 30

ARTICLE VII GENERAL PROVISIONS

Section 1. Dividends 30
Section 2. Reserves. 30
Section 3. Annual Statement 31
Section 4. Checks 31
Section 5. Fiscal Year 31
Section 6. Seal 31
Section 7. Contracts 32
Section 8. Deposits 32
Section 9. Books and Records 32

ARTICLE VIII BYLAWS

Section 1. Amendments 33
Section 2. Construction 33
Section 3. Table of Contents; Headings 33

<PAGE>

AMENDED AND RESTATED BYLAWS
OF TRITON ENERGY CORPORATION

ARTICLE I

OFFICES
-------

SECTION 1. PRINCIPAL OFFICE AND REGISTERED AGENT. The principal office
and registered agent of the Corporation shall be as designated from time to time
by the appropriate filing by the Corporation with the Office of the Secretary of
State of the State of Texas.

SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Texas as the Board of
Directors may from time to time determine or the business of the Corporation may
require or as may be desirable.

ARTICLE II

MEETINGS OF SHAREHOLDERS
------------------------

SECTION 1. MEETINGS. All meetings of the shareholders for the election
of directors shall be held in the City of Dallas, State of Texas, at such place
as may be fixed from time to time by the Board of Directors; at least ten (10)
days' notice shall be given to the shareholders of the place so fixed. Meetings
of shareholders for any other purpose may be held at such time and place, within
or without the State of Texas, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.

SECTION 2. ANNUAL MEETINGS. Annual meetings of shareholders shall be
held each year at such date and time as set by the Board of Directors and stated
in the notice of

<PAGE>

the Board of Directors, and transact such other business as may properly be
brought before the meeting.

SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the President and shall be called by
the President or Secretary at the request in writing of a majority of the Board
of Directors or at the request in writing of shareholders owning at least ten
percent (10%) of all shares of stock entitled to vote at such meeting. Such
request shall state the purpose or purposes of the proposed meeting. Business
transacted at any special meeting of shareholders shall be limited to the
purposes stated in the notice.

SECTION 4. VOTING LIST. The officer who has charge of the stock ledger
of the Corporation shall prepare and make, at least ten (10) days before every
election of directors, a complete list of the shareholders entitled to vote at
said election, arranged in alphabetical order with the residence of and the
number of voting shares held by each. Such list shall be open at the place where
said election is to be held for ten (10) days, to the examination of any
shareholder, and shall be produced and kept at the time and place of election
during the whole time thereof, and subject to the inspection of any shareholder
who may be present. The original stock ledger or transfer book, or a duplicate
thereof, shall be prima facie evidence as to who are the shareholders entitled
to examine such list or share ledger or transfer book or to vote at any meeting
of the shareholders.

SECTION 5. NOTICE OF SHAREHOLDERS MEETINGS. Written or printed notice
stating the place, day and hour of each meeting of shareholders, and in case of
a special meeting, the purpose or purposes for which it is called, shall be
delivered not less than ten (10) nor more

Page 2

<PAGE>

than sixty (60) days before the date of the meeting, either personally or by
mail, by or at the direction of the President, the Secretary, or the officer or
person calling the meeting, to each shareholder of record entitled to vote at
such meeting. If mailed, notice shall be deemed given when deposited in the
United States mail, postage prepaid, directed to the shareholder at his address
as it appears on the stock transfer records of the Corporation.

SECTION 6. FIXING RECORD DATE. For the purpose of determining
shareholders entitled to notice of, or to vote at, any meeting of shareholders,
or entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board of
Directors may provide that the stock transfer books shall be closed for a stated
period but not to exceed, in any case, sixty (60) days. If the stock transfer
notice of or to vote at a meeting of shareholders, such books shall be closed
for at least ten (10) days immediately preceding such meeting. In lieu of
closing the stock transfer books, the Board of Directors may f ix in advance a
date as a record date for the determination of shareholders, such date not to be
more than sixty (60) days and, in the case of a meeting of shareholders, not
less than ten (10) days prior to the date on which the particular action
requiring such determination of shareholders is to be taken. If the stock
transfer books are not closed and no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the Board
of Directors declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of shareholders. when a determination of
shareholders entitled to vote at any meeting of shareholders has been made, such
determination

Page 3

<PAGE>

shall be applied to any adjournment thereof except when the determination has
been made through the closing of the stock transfer books-and the stated period
of closing has expired.

SECTION 7. QUORUM. Except as otherwise provided by law or by the
Articles of Incorporation in respect of the vote required for a specified
action, at any meeting of shareholders the holders of a majority of the
outstanding shares entitled to vote thereat, either present or represented by
proxy, shall constitute a quorum necessary for the transaction of any business,
but the shareholders present, although less than a quorum, may adjourn the
meeting to another time or place and notice need not be given of the adjourned
meeting, The shareholders present at a duly constituted meeting may continue to
transact business until adjournment, despite the withdrawal of enough
shareholders to leave less than a quorum.

SECTION 8. VOTING SHARES. Whenever directors are to be elected at a
meeting, they shall be elected by a plurality of the votes cast in person or by
proxy at the meeting by the holders of shares entitled to vote. Whenever any
corporate action, other than the election of directors, is to be taken by vote
of shareholders at a meeting, it shall, except as otherwise required by law or
by the Articles of Incorporation or these Bylaws, be authorized by a majority of
the votes cast at the meeting in person or by proxy by the holders of shares
entitled to vote thereon.

Each outstanding share, regardless of class, shall be entitled to one vote
on each matter submitted to a vote at a meeting of shareholders, except as
otherwise provided by law or by the Articles of Incorporation or by these
may vote either in person or by proxy executed in writing by the shareholder or
by his duly authorized attorney-in-fact. No proxy shall be valid after eleven
(11) months from the date of its execution, unless otherwise provided in the
proxy. Each proxy shall be

Page 4

<PAGE>

revocable unless conspicuously stated therein to be irrevocable and unless the
proxy is coupled with an interest.

Any vote may be taken by voice or show of hands unless a shareholder
entitled to vote, either in person or by proxy, objects, in which case written
ballots shall be used.

Treasury shares, shares of the Corporation's own stock owned by another
corporation (the majority of the shares of which is owned or controlled by the
Corporation) and shares of the Corporation's own stock held by a corporation in
a fiduciary capacity shall not be voted (directly or indirectly) at any meeting
and shall not be counted in determining the total number of outstanding shares
at any given time.

SECTION 9. WRITTEN CONSENTS. Any action required to be taken at any
annual or special meeting of shareholders, or any action which may be taken at
any annual or special meeting of shareholders, may be taken without a meeting,
without prior notice, and without a vote, if a consent in writing, setting forth
the action so taken, shall have been signed by the holder or holders of all the
shares entitled to vote with respect to the action that is the subject of the
consent.

ARTICLE III

DIRECTORS

SECTION 1. BOARD OF DIRECTORS. The business and affairs of the
Corporation shall be managed by its Board of Directors, which may exercise all
such powers of the Corporation and do all such lawful acts and things as are not
by statute or by the Articles of

Page 5

<PAGE>

Incorporation or by these Bylaws directed or required to be exercised or done by
the shareholders.

SECTION 2. NUMBER OF DIRECTORS. The number of Directors which shall
constitute the whole Board shall be not less than three (3) nor more than
fifteen (15). Thereafter, within the limits above specified, the number of
Directors shall be determined by resolution passed by a majority of the whole
Board of Directors, except that no decrease shall shorten the term of any
incumbent director.

The Directors shall be elected at the Annual Meeting of the Shareholders,
except as provided in Section 4 of this Article, and each Director elected shall
be classified as Class I, Class II or Class III and hold office according to the
tenure assigned to the respective Class or until his successor is elected and
qualified. Directors need not be shareholders.

SECTION 3. NOMINATION OF DIRECTORS. Subject to the rights of holders of
dividends or upon liquidation, nominations for the election of directors may be
made by the Board of Directors or a proxy committee appointed by the Board of
Directors or by any shareholder entitled to vote in the election of directors
generally. However, any shareholder entitled to vote in the election of
directors generally may nominate one or more persons for election as directors
at a meeting only if written notice of such shareholder's intent to make such
nomination or nominations has been given, either by personal delivery or by
United States mail, postage prepaid, to the Secretary of the Corporation not
later than (i) with respect to an election to be held at an annual meeting of
shareholders, ninety (90) days in advance of such meeting, and (ii) with respect
to an election to be held at a special- meeting of shareholders for the election
of directors, the close of business on

Page 6

<PAGE>

the seventh day following the date on which notice of such meeting is first
given to shareholders. Each such notice shall set forth: (a) the name and
address of the shareholder who intends to make the nomination and of the person
or persons to be nominated; (b) a representation that the shareholder is a
holder of record of shares of the Corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (c) a description of all arrangements
or understandings between the shareholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder; (d) such other information
regarding each nominee proposed by such shareholder as would have been required
to be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had the nominee been nominated, or intended
to be nominated, by the Board of Directors; and (e) the consent of each nominee
to serve as a director of the Corporation if so elected. The chairman of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.

SECTION 4. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Vacancies
occurring on the Board of Directors may be filled by a majority of the remaining
directors, though less than a quorum. A director elected to fill the vacancy
shall be elected for the unexpired term of his predecessor in office.

The number of directors may be increased or decreased from time to time as
provided in these Bylaws, but no decrease shall have the effect of shortening
the term of any incumbent director. Any directorship to be filled by reason of
any increase in the number of directors may be filled by election at an annual
or special meeting of shareholders called for that purpose, or by the

<PAGE>

Board of Directors for a term of office continuing only until the next election
of one or more directors by the shareholders, provided that the Board of
Directors may not fill more than two (2) such directorships during the period
between any two (2) successive annual meetings of shareholders.

Notwithstanding the foregoing, whenever the holders of any class or series
of shares of stock of the Corporation are entitled to elect one or more
directors by the provisions of the Articles of Incorporation, any vacancies in
such directorships and any newly created directorships of such class or series
to be filled by reason of an increase in the number of such directors may be
filled by the affirmative vote of a majority of the directors elected by such
class or series then in off ice or by a sole remaining director so elected, or
by the vote of the holders of the outstanding shares of such class or series,
and such directorships shall not in any case be filled by the vote of the
remaining directors or the holders of the outstanding shares as a whole unless
otherwise provided in the Articles of Incorporation.

SECTION 5. REMOVAL OF DIRECTORS. Except to the extent limited by law,
the Articles of Incorporation of these Bylaws, any director, any class of
directors, or the entire Board of Directors may be removed from office as a
director at any time, but only for cause, by the affirmative vote at a duly
called meeting of shareholders of at least 80% of the votes which all
shareholders would be entitled to cast at an annual election of directors. If
the Articles of Incorporation should be amended so as to permit cumulative
voting or if cumulative voting shall otherwise become effective as to the
Corporation and if less than the entire Board of Directors is to be removed, any
one of the directors may not be removed if the votes cast against his removal

Page 8

<PAGE>

would be sufficient to elect him if then cumulatively voted at an election of
the entire Board of Directors.

SECTION 6. MEETINGS. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of Texas.

SECTION 7. FIRST MEETING. The first meeting of the Board of Directors
containing a newly elected class of directors shall be held without further
notice immediately following the annual meeting of shareholders, and at the same
place, unless by the unanimous consent of the directors then elected and
serving, such time or place shall be changed.

SECTION 8. REGULAR MEETINGS. Regular meetings of the Board if Directors
may be held without notice at such time and at such place as shall from time to
time be determined by the Board of Directors.

SECTION 9. SPECIAL MEETINGS. Special meetings of the Board of Directors
director, either personally, by mail or by telegram; special meetings shall be
called by the,President or Secretary in like manner and on like notice on the
written request of two (2) directors. Unless otherwise required by law, the
Articles of Incorporation or these Bylaws, neither the business to be transacted
at, nor the purpose of, any special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.

Attendance of a director at any meeting shall constitute a waiver of notice
of such meeting, except when a director attends for the express purpose of
objecting to the transaction of any business on the ground that the meeting is
not lawfully called or convened.

Page 9

<PAGE>

SECTION 10. QUORUM; MAJORITY VOTE. At all meetings of the Board of
Directors, a majority of the number of directors shall constitute a quorum for
the transaction of business and the act of a majority of the directors present
at any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute, the
Articles of Incorporation or these Bylaws. If a quorum shall not be present at
any meeting of the Board of Directors, the directors present may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

SECTION 11. CONSENT OF DIRECTORS. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
7,e taken without a meeting if all members of the Board or the committee, as the
case may be, consent thereto in writing, setting forth the action so taken. Such
consent shall have the same force and effect as a unanimous vote at a meeting.
The consent may be in more than one counterpart so long as each director signs
one of the counterparts.

SECTION 12. TELEPHONIC MEETING. Unless otherwise restricted by the
Articles of incorporation, subject to the provisions required or permitted by
law and these Bylaws for notice of meetings, members of the Board of Directors,
or any committee designated by the Board of Directors, may participate in and
hold a meeting of the Board of Directors, or such committee, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other. Participation in such
a meeting shall constitute presence in person at the meeting except when a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

Page 10

<PAGE>

SECTION 13. COMMITTEES OF DIRECTORS. The Board of Directors may, by
committees, each committee to consist of one or more of the directors of the
Corporation. Except as limited by law, the Articles of Incorporation, these
Bylaws or the resolution establishing such committee, each committee shall have
and may exercise all of the authority of the Board of Directors as the Board of
Directors may determine and specify in the respective resolutions appointing
each such committee. A majority of all of the members of any such committee may
fix the time and place of its meetings, unless the Board of Directors shall
otherwise provide, and meetings of any committee may be held upon such notice,
or without notice, as shall from time to time be determined by the members of
any such committee. At all meetings of any committee a majority of its members
(or the member, if only one) shall constitute a quorum for the transaction of
business, and the act of a majority of the members present shall be the act of
any such committee, unless otherwise specifically provided by law, the Articles
of Incorporation, the Bylaws or the resolution establishing such committee. The
committees shall keep regular minutes of their proceedings and report the same
to the Board of Directors when required. The Board of Directors shall have power
at any time to change the number, subject as aforesaid, and members of any such
committee, to fill vacancies and to discharge any such committee. Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the Board of Directors.

SECTION 14. COMPENSATION OF DIRECTORS. By resolution of the Board of
Directors, the directors may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of

Page 11

<PAGE>

Directors or a stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be allowed
like compensation for attending committee meetings.

SECTION 15. RESIGNATION. Any director may resign at anytime by written
notice to the Corporation. Any such resignation shall take effect at the date of
receipt of such notice or at such other time as may be specified therein, and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective. Any director who does not, for any reason
whatsoever, stand for election at any meeting of shareholders called for such
purpose shall be conclusively deemed to have resigned, effective as of the date
of such meeting, for all purposes, and the Corporation need not receive any
written notice to evidence such resignation.

SECTION 16. LIABILITY OF DIRECTORS. To the fullest extent permitted by
and any other applicable law, as they now exist or may hereafter be amended, a
director of the Corporation shall not be liable to the Corporation or its
shareholders for monetary damages for an act or omission in such director's
capacity as a director of this Corporation. Any repeal or modification of this
section shall be prospective only and shall not adversely affect any limitation
on the personal liability of a director of the Corporation existing at the time
of such repeal or modification.

Section 17. INDEMNIFICATION. The Corporation shall indemnify and advance
expenses to any person who (i) is or was a director, officer, employee or agent
of the Corporation or (ii) serves or has served at the request of the
Corporation as a director, officer, partner, venturer, proprietor, trustee,
employee, agent or similar functionary of another foreign or

Page 12

<PAGE>

domestic corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan, or other enterprise, to the fullest extent that a
corporation may or is required to grant indemnification or advance expenses to a
director under the Texas Business Corporation Act; notwithstanding the
foregoing, however, the Corporation may indemnify and advance expenses to an
officer, employee or agent, or any person who is identified in (ii) of the first
clause of this paragraph and who is not a director, to such further extent,
consistent with law, as may be provided by the Corporation's Articles of
Incorporation, these Bylaws, general or specific action of the Board of
Directors, or by contract, or as otherwise permitted or required by common law.

The Corporation may purchase and maintain insurance, and/or provide for any
other arrangement or arrangements (including, but not limited to, creation of a
trust fund, establishment of any form of self-insurance securing its indemnity
obligation by grant of a security interest or other lien on the assets of the
Corporation, or the establishment of a letter of credit, guaranty, or surety
arrangement), at the Corporation's expense, on behalf of any such director,
officer, employee, agent or person as specified in this Article III, against any
liability asserted against him and incurred by him in such capacity or arising
out of his status as such person, whether or not the Corporation would have the
power to indemnify him against such liability under the Texas Business
Corporation Act; provided that if the insurance or other arrangement is with a
person or entity that is not regularly engaged in the business of providing
insurance coverage, the insurance or arrangement may provide for payment of a
liability with respect to which the Corporation would not have the power to
indemnify the person only if including coverage for any such additional
liability has been approved by the shareholders of the Corporation.

<PAGE>

ARTICLE IV

NOTICES
-------

SECTION 1. METHOD OF NOTICE. Whenever by law, the Articles of
Incorporation, or these Bylaws, notice is required to be given to any committee
member, director, or shareholder, it shall not be construed to mean personal
notice, but any such notice may be given (a) in writing, by mail, postage
prepaid, addressed to such member, director or shareholder at his address as it
appears on the records of the Corporation, or (b) by any other method permitted
by law (including, but not limited to, telegram and, in the case of directors,
by telephone). Any notice required or permitted to be given by mail shall be
deemed to be delivered and given at the time when the same is deposited in the
United States mail as aforesaid. Any notice required or permitted to be given by
telegram shall be deemed to be delivered and given at the time transmitted with
all charges prepaid and addressed as aforesaid.

SECTION 2. WAIVER OF NOTICE. Whenever any notice is required to be
given under the provisions of law, the Articles of Incorporation or these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

Page 14

<PAGE>

ARTICLE V

OFFICERS
--------

SECTION 1. OFFICERS. The officers of the Corporation shall be chosen by
the Board of Directors and may include a Chairman of the Board and/or a Chief
Executive Officer, and shall include a President, a Vice President, a Secretary
and a Treasurer. The Board of Directors may also choose additional Vice
Presidents, and one or more Assistant Secretaries and Assistant Treasurers. Two
or more offices may be held by the same person. No officer shall execute,
acknowledge, verify or countersign any instrument on behalf of the Corporation
in more than one capacity, if such instrument is required by law, the Articles
of Incorporation, these Bylaws or any act of the Corporation to be executed,
acknowledged, verified or countersigned by two (2) or more officers. None of the
officers need be a director or a shareholder of the Corporation.

SECTION 2. ELECTION. Without limiting the right of the Board of
Directors to choose officers of the Corporation at any time when vacancies occur
first meeting after each annual meeting of shareholders or as soon thereafter as
conveniently practicable, shall choose a President from among the directors, and
shall choose one or more Vice Presidents, a Secretary and a Treasurer, none of
whom need be a member of the Board. The Board of Directors may appoint such
other officers to time by the Board and agents as it shall deem necessary and
such persons shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time.

SECTION 3. COMPENSATION. The compensation of all officers and agents of
the Corporation shall be fixed from time to time by the Board of Directors or
pursuant to its

Page 15

<PAGE>

direction. No officer shall be prevented from receiving such compensation by
reason of his also being a director.

SECTION 4. TERM; REMOVAL, RESIGNATION; VACANCIES. The officers of the
Corporation shall hold office until their successors are elected or appointed
and qualified, or until their earlier death, resignation, retirement,
disqualification or removal - Any officer or agent elected or appointed by the
Board of Directors may be removed at any time with or without cause by the
affirmative vote of a majority of the Board of Directors whenever, in its
judgment, the best interests of the Corporation shall be served thereby, but any
such removal shall be without prejudice to the contractual rights, if any, of
the person so removed. Any officer may resign at any time by giving written
notice to the Corporation. Any such resignation shall take effect at the date of
the receipt of such notice or at such other time specified therein, and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. Election or appointment of an officer or agent
shall not of itself create contract rights. Any vacancy occurring in any office
of the Corporation may be filled by the Board of Directors for the unexpired
portion of the term.

SECTION 5. THE CHAIRMAN OF THE BOARD. The Chairman of the Board (if one
be elected and serving) shall preside at all meetings of the Board at which he
may be present and shall perform such other duties as may be assigned to him by
the Board. He shall preside at all meetings of the shareholders and Board of
Directors unless he shall be absent or unless he shall, at his option, designate
the President to preside in his stead at some particular meeting.

SECTION 6. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer (if one
be elected and serving) shall be the ranking and chief executive officer of the
Corporation. As such,

Page 16

<PAGE>

he shall have, subject only to the Board, general and active management and
see that all orders and resolutions of the Board are carried into effect. The
Chief Executive Officer shall have all of the powers granted by the Bylaws to
the President, including the power to make and sign contracts and agreements in
the name and on behalf of the Corporation. He shall also, in general, have
supervisory powers over the President, the other officers, the executive
committees, and the business activities of the Corporation, subject to the
approval or review of the Board of Directors.

SECTION 7. THE PRESIDENT. The President shall be the chief
administrative officer of the Corporation. The President may preside at meetings
of the Board of Directors and of the shareholders and he shall have power to
call special meetings of the shareholders and the directors for any purpose or
purposes, appoint and discharge, subject to the approval or review by the Chief
Executive Officer and the Board of Directors, employees and agents of the
Corporation and fix their compensation, make and sign contracts and agreements
in the name and on behalf of the Corporation and shall be officio a member of
all standing committees. The President shall put into operation such business
policies of the Corporation as shall be decided upon by the Board and
communicated to the President by the Chief Executive or otherwise. The President
shall, if there is no Chief Executive Officer, or in the absence or disability
of the Chief Executive Officer, be the chief executive officer of the
Corporation, and perform the duties and exercise the powers of the Chief
Executive Officer. He shall see that the books, reports, statements and
certificates required by the statutes under which the Corporation is organized
or any other laws applicable thereto are properly kept, made and filed according
to law; and he shall generally do and perform all acts incident to the office of
the President or which are authorized or required by law. The

Page 17

<PAGE>

President shall perform such other duties as from time to time may be assigned
to him by the Board of Directors or the Chief Executive Officer of the
Corporation.

SECTION 8. VICE PRESIDENTS. The Vice Presidents in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President. They shall perform such other duties and have such
other powers as the Board of Directors or the Chief Executive Officer may from
time to time prescribe.

SECTION 9. SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall attend
all meetings of the Board of Directors and all meetings of the shareholders and
record all the proceedings of the meetings of the Corporation and of the Board
of Directors in a book to be kept for that purpose and shall perform like duties
given, notice of all meetings of the shareholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or the Chief Executive Officer, under whose supervision
the Secretary shall be. The Secretary shall keep in safe custody the seal of the
Corporation and, when authorized by the Board of Directors, affix the same to
any instrument requiring it and, when so affixed, it shall be attested by
signature or by the signature of the Treasurer or an Assistant Secretary. The
Secretary also shall perform such other duties and have such other powers as may
be permitted by law or as the Board of Directors or the Chief Executive Officer
may from time to time prescribe or authorize.

The Assistant Secretaries in the order of their seniority, unless otherwise
determined by the Board of Directors or the Chief Executive Officer, shall, in
the absence or disability of the

Page 18

<PAGE>

Secretary, perform the duties and exercise the powers of the Secretary. They
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe. In the absence of the Secretary or an
Assistant Secretary, the minutes of all meetings of the Board of Directors and
of shareholders shall be recorded by such person as shall be designated by the
Board of Directors.

SECTION 10. TREASURER AND ASSISTANT TREASURERS. If a Treasurer is
designated as an officer of the Corporation by the Board of Directors, the
Treasurer shall have the custody of the corporate funds and securities and shall
keep, or cause to be kept, full and accurate accounts and records of receipts
and disbursements and other transactions in books belonging to the Corporation
and shall deposit, or see to the deposit of, all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors. The Treasurer shall: (a) endorse or
cause to be endorsed in the name of the Corporation for collection the bills,
notes, checks or other negotiable instruments received by the Corporation; (b)
sign or cause to be signed all checks issued by the Corporation; and (c) pay out
or cause to be paid out money as the Corporation may require, taking vouchers
therefor. In addition, he shall perform such other duties as may be permitted by
law or as the Board of Directors or the Chief Executive Officer may from time to
time prescribe, authorize or delegate. The Board of Directors may by resolution
delegate, with or without power to re-delegate, any or all of the foregoing
duties of the Treasurer to other officers, employees or agents of the
Corporation, and provide that other officers, employees and agents shall have
the power to sign checks, vouchers, orders or other instruments on behalf of the
Board of Directors, whenever they may require it, an

Page 19

<PAGE>

account of his transactions as Treasurer and of the financial condition of the
Corporation. If required by the Board of Directors, he shall give the
Corporation a bond of such type, character and amount as the Board of Directors
may require.

If a Treasurer is not designated as an officer of the Corporation, the
functions of the Treasurer shall be performed by the Chief Executive Officer,
the President, the Secretary or such other officer or officers of the
Corporation as shall be designated by the Board of Directors at any time or from
time to time.

The Assistant Treasurers in the order of their seniority, unless otherwise
determined by the Board of Directors or the Chief Executive Officer, shall, in
the absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties and have such other
powers as may be permitted by law or as the Board of Directors or the Chief
Executive Officer may from time to time prescribe, authorize or delegate. If
required by the Board of Directors, the Assistant Treasurers shall give the
Corporation a bond of such type, character and amount as the Board of Directors
may require.

ARTICLE VI

CERTIFICATES AND SHAREHOLDERS
-----------------------------

SECTION 1. CERTIFICATES OF SHARES. Every holder of shares in the
Corporation shall be entitled to have a certificate signed by, or in the name of
the Corporation by, the President or a Vice President and the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, certifying the number of shares owned by him in the Corporation.
Such certificates shall be numbered and shall be entered in the books of the
Corporation as they

Page 20

<PAGE>

are issued where a certificate is signed (1) by a transfer agent or an assistant
transfer agent or (2) by a transfer clerk acting on behalf of the Corporation
and a registrar, the signatures of any such President, Vice President,
Treasurer, Assistant Treasurer, Secretary or Assistant Secretary may be
facsimiles. In case any officer or officers who have signed, or whose facsimile
signature or signatures have been used on, any such certificate or certificates
shall cease to be such officer or officers of the Corporation, whether because
of death, resignation or otherwise, before such certificate or certificates have
been delivered by the Corporation, such certificate or certificates may
nevertheless be adopted by the Corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates or whose
such officer or officers of the Corporation. Certificates for shares shall be in
such form as shall be in conformity to law or as may be prescribed from time to
time by the Board of Directors.

In the event the Corporation is authorized to issue shares of more than one
class, each certificate representing shares issued by the Corporation (1) shall
conspicuously set forth on the face or back of the certificate a full statement
of (a) all of the designations, preferences, limitations and relative rights of
the shares of each class authorized to be issued and, (b) if the Corporation is
authorized to issue shares of any preferred or special class or series, the
variations in the relative rights and preferences of the shares of each such
series to the extent they have been fixed and determined and the authority of
the Board of Directors to f ix and determine the relative rights and preferences
of subsequent series; or (2) shall conspicuously state on the face or back of
the certificate that (a) such a statement is set forth in the Articles of
Incorporation on file in the office of the Secretary of State of the State of
Texas and (b) the Corporation will furnish a copy of such

Page 21

<PAGE>

statement to the record holder of the certificate without charge on written
request to the Corporation at its principal place of business or registered
office. Each certificate representing shares issued by the Corporation (A) shall
conspicuously set forth on the face or back of the certificate a full statement
of the limitation or denial of preemptive rights contained in the Articles of
Incorporation, or (B) shall conspicuously state on the face or back of the
certificate that (i) such a statement is set forth in the Articles of
Incorporation on file in the office of the Secretary of State of the State of
Texas and (ii) the Corporation will furnish a copy of such statement to the
record holder of the certificate without charge on request to the Corporation at
its principal place of business or registered office. All certificates
surrendered to the Corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number :of
shares shall have been surrendered and cancelled, except that in the cases of a
lost, stolen, destroyed or mutilated certificate a new one may be issued
therefor upon such terms and with such indemnity, if any, to the Corporation as
the Board of Directors may prescribe. Certificates shall not be issued
representing fractional shares of stock.

SECTION 2. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
a new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim

Page 22

<PAGE>

that may be made against the Corporation with respect to the certificates
alleged to have been lost or destroyed.

SECTION 3. TRANSFERS OF SHARES. Upon surrender to the Corporation or
the transfer agent of the Corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, and otherwise meeting all legal requirements for transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Transfers of shares shall be made only on the books of the Corporation by the
registered holder thereof, or by such holder's attorney thereunto authorized by
power of attorney and filed with the Secretary of the Corporation or the
transfer agent.

SECTION 4. REGISTERED SHAREHOLDERS. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and shall not
be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other person, whether or not it shall have express
or other notice thereof, except as otherwise provided by Texas law.

ARTICLE VII

GENERAL PROVISIONS
------------------

SECTION 1. DIVIDENDS. Subject to the provisions of the Articles of
Incorporation, if any, and the restrictions imposed by applicable law, dividends
upon the outstanding shares of the Corporation may be declared by the Board of
Directors at any regular or special meeting. Dividends may be paid in cash, in
property, or in the Corporation's own shares, subject to law and any provisions
of the Articles of Incorporation.

Page 23

<PAGE>

SECTION 2. RESERVES. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the directors shall think conducive to the interests
of the Corporation, and the Board of Directors may modify or abolish any such

SECTION 3. ANNUAL STATEMENT. The Board of Directors shall present at
each annual meeting and when called by vote of the shareholders at any special
meeting of the shareholders, a full and clear statement of the business and
condition of the Corporation.

SECTION 4. CHECKS. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

SECTION 5. FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

SECTION 6. SEAL. The corporate seal shall have inscribed thereon the
'name of the Corporation, the year of its organization and the words "Triton
Energy Corporation." The seal may be used by causing it or a facsimile thereof
to be impressed or affixed or in any manner reproduced.

SECTION 7. CONTRACTS. Subject to the provisions of Article V, the Board
of Directors may authorize any officer, officers, agent or agents to enter into
any contract or agreement of any nature whatsoever, including, without
limitation, any contract, deed, bond,

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<PAGE>

mortgage, guaranty, deed of trust, security agreement, pledge agreement, act of
pledge, collateral mortgage, collateral chattel mortgage or any other document
or instrument of any nature whatsoever, and to execute and deliver any such
contract, agreement, document or other instrument of any nature whatsoever for
and in the name of and on behalf of the Corporation, and such authority may be
general or confined to specific instances.

SECTION 8. DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.

SECTION 9. BOOKS AND RECORDS. The Corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its shareholders and Board of Directors and committees thereof, and shall
keep at its registered office or principal place of business, or at the office
of its transfer agent or registrar, a record of its shareholders, giving the
names and addresses of all shareholders and the number and class of the shares
held by each. Any books, records and minutes may be in written form or in any
other form capable of being converted into written form within a reasonable
time.

ARTICLE VIII

BYLAWS
------

SECTION 1. AMENDMENTS. These Bylaws may be altered, amended or repealed
and new Bylaws may be adopted by the shareholders by vote at a meeting or by
written consent without a meeting, or by a majority vote of the Board of

Page 25

<PAGE>

SECTION 2. CONSTRUCTION. Whenever the context so requires, the
masculine shall include the feminine and neuter, and the singular shall include
the plural, and conversely. If any portion of these Bylaws shall be invalid or
inoperative, then, so far as is reasonable and possible:

(a) The remainder of these Bylaws shall be considered valid and
operative, and

(b) Effect shall be given to the intent manifested by the portion
held invalid or inoperative.

SECTION 3. TABLE OF CONTENTS; HEADINGS. The table of contents and
headings are for organization, convenience and clarity. In interpreting these
Bylaws, the table of contents and headings shall be subordinated in importance
to the written material.

I, the undersigned, being the Secretary of Triton Energy Corporation, DO
HEREBY CERTIFY THAT the foregoing are the bylaws of said corporation, as adopted
by the board of directors of said corporation on the 23rd day of August 1994.

Page 26

<PAGE>

Exhibit 21.1

SUBSIDIARIES AND AFFILIATES OF TRITON ENERGY CORPORATION

August 22, 1994

<TABLE>
<CAPTION>
- - - ---------------------------------------------------------------------------------------------------------
NAME JURISDICTION % OF VOTING
OF SECURITIES
ORGANIZATION OWNED
- - - ---------------------------------------------------------------------------------------------------------
TRITON ENERGY CORPORATION TEXAS PUBLIC
- - - ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Antilles Enterprises, N.V. Netherlands Antilles 100%
- - - ---------------------------------------------------------------------------------------------------------
Inlet Oil & Mineral Company (U.K.) Limited United Kingdom 100%
Inlet North Sea Corporation Delaware 100%
- - - ---------------------------------------------------------------------------------------------------------
New Zealand Petroleum Company Limited New Zealand 33.66%
Triton Oil (N.Z.) Limited New Zealand 100%
- - - ---------------------------------------------------------------------------------------------------------
Triton Air Holdings, Inc. Texas 100%
Aviation Petroleum, Inc. Texas 100%
Jet East, Inc. Texas 100%
North Central Aviation, Inc. Texas 100%
Servion, Inc. Delaware 100%
Triton Fuel Group, Inc. Texas 100%
- - - ---------------------------------------------------------------------------------------------------------
Triton Development Corporation Delaware 100%
- - - ---------------------------------------------------------------------------------------------------------
Triton Exploration Services, Inc. Delaware 100%
- - - ---------------------------------------------------------------------------------------------------------
Triton International Oil Corporation Delaware 100%
Triton Argentina, Inc. Delaware 100%
Triton Colombia, Inc. Delaware 100%
Triton Guatemala S.A. British Virgin Islands 100%
Triton Indonesia, Inc. Delaware 100%
Triton Mexico, Inc. Delaware 100%
Triton Oil Company of Thailand Texas 100%
Triton Oil & Gas Corp. Delaware 100%
Triton Europe Limited United Kingdom 100%
Triton France S.A. France 100%
Triton Mediterranean Oil & Gas N.V. The Netherlands 100%
Triton Oil (G.B.) Ltd. United Kingdom 100%
Triton Resources (U.K.) Limited United Kingdom 100%
Triton Resources Colombia, Inc. Colorado 100%
- - - ---------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

NAME JURISDICTION % OF VOTING
OF SECURITIES
ORGANIZATION OWNED
- - - ---------------------------------------------------------------------------------------------------------
TRITON ENERGY CORPORATION TEXAS PUBLIC
- - - ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Triton Oil (Holdings) Pty. Limited Australia 100%
Crusader Limited Australia 49.9%
Allied Queensland Coalfields Ltd. Australia 58.35%
Aberdare Collieries Pty. Ltd. Australia 100%
New Whitwood Collieries Pty. Ltd. Australia 100%
Riverview Coal Terminal Pty. Ltd. Australia 100%
Allied Indonesian Coalfields Pty. Limited Australia 100%
Allied Indonesian Coalfields (No. 2) Pty. Limited Australia 100%
A.Q.C. (Ensham) Pty. Ltd. Australia 85%
Baralaba Coal Pty. Ltd. Australia 100%
Baralaba Coal Jt. Venture Australia 85%
Indo Sumatera Holdings B.V.(1) Netherlands 100%
Lemon Grove Investments Pty. Australia 100%
Sumatera Holdings Pty. Ltd. (2) Australia 100%
Tiaro Coal Pty. Ltd. Rep. Ireland 100%
Ausquacan Energy Limited Australia 100%
Australian Hydrocarbons, N.L. Delaware 100%
Australian Hydrocarbons, Inc. Delaware 100%
Crusader (Carnavon) Pty. Ltd. Australia 100%
Crensham Pty. Ltd. Australia 100%
Supafuels Ltd. Australia 100%
Koala Smokeless Fuels Ltd. Australia 100%
Crusader (Commercial) Pty. Ltd. Australia 100%
Crusader, Inc. New Zealand 100%
CAB Resources, Inc. Australia 100%
Crusader Investments Pty. Limited
Crusader (Jild) Pty. Ltd.
Crusader Mawson Pty. Ltd.
Crusader Oil & Minerals Pty. Ltd.
Crusader (Victoria) Pty. Ltd.
Crusader (Qld.) Pty. Ltd.
Crusader Resources N.L.
Pursuit Exploration Pty. Ltd.
Saracen Minerals N.L.
Saracen Minerals (N.Z.) Ltd.
Mt. Coolon Gold Ltd.

<FN>
(1) 82.35% held by Sumatera Holdings Pty. Ltd.

(2) .1% held by Allied Indonesian Coalfields Pty. Ltd.
</TABLE>

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------

We hereby consent to the incorporation by reference in the Prospectuses
constituting part of 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
and 33-46292) of Triton Energy Corporation of our report dated July 19, 1994
appearing on page F-2 of this Form 10-K.

Price Waterhouse LLP

Dallas, Texas
August 25, 1994

<PAGE>

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------

The Board of Directors
Triton Energy Corporation

We consent to incorporation by reference in 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 and 33-46292) of Triton Energy Corporation of our report
dated August 14, 1992, relating to the consolidated statements of operations,
shareholders' equity and cash flows of Triton Energy Corporation and
subsidiaries for the year ended May 31, 1992 and related schedules (before
restatement for discontinued wholesale fuel products operations) which report
appears in the May 31, 1994 annual report on Form 10-K of Triton Energy
Corporation.

KPMG Peat Marwick LLP

August 25, 1994

<PAGE>

EXHIBIT 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------

The Board of Directors
Triton Energy Corporation

We consent to incorporation by reference in 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 and 33-46292) of Triton Energy Corporation of our report
dated August 14, 1992 relating to the consolidated statements of earnings,
shareholders' equity and cash flows of Crusader Limited and subsidiaries for the
year ended May 31, 1992 and the related schedules which report appears in the
May 31, 1994 annual report on Form 10-K of Triton Energy Corporation.

KPMG Peat Marwick

Brisbane, Australia
August 25, 1994

<PAGE>
EXHIBIT 23.4

DEGOLYER AND MACNAUGHTON
ONE ENERGY SQUARE
DALLAS, TEXAS 75206

AUGUST 19, 1994

TELEPHONE
(214)368-6391
TELEFAX
(214)369-4061

Triton Energy Corporation
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206

Re: Triton Energy Corporation/Annual Report on Form 10-K

Gentlemen:

We hereby consent to (i) the use of information in our report dated July
11, 1994, entitled "Appraisal Report on Certain Properties in Colombia owned by
Triton Colombia Incorporated as of May 31, 1994 - SEC Case" under the caption
"Properties - Reserves" in Item 2 of the Form 10-K for the fiscal year ended May
31, 1994, of Triton Energy Corporation, and (ii) the references to our firm
under such caption.

Very truly yours,

DEGOLYER and MacNAUGHTON

<PAGE>
EXHIBIT 23.5

August 26, 1994

TRITON ENERGY CORPORATION
6688 North Central Expressway
Suite 1400
Dallas, Texas
75026

Reference: CONSENT OF INDEPENDENT PETROLEUM ENGINEERS

Dear Gentlemen:

We hereby consent to the incorporation by reference from Triton Energy
ended May 31, 1994 of the estimates of the net proved reserves and future net
cash inflows of the Company prepared by our firm and our related calculations.
We also hereby consent to the references to our firm as "experts" and the
specific references to our firm in "Business - Reserves" and "Experts."

Very truly yours,

MCDANIEL & ASSOCIATES CONSULTANTS LTD.

/s/ W.C. Seth
- - - -------------------------------
W.C. Seth, P. Eng.,
President & Managing Director

Calgary, Alberta, Canada
Dated: August 26, 1994