TRITON ENERGY CORP
8-K, 1996-02-09
CRUDE PETROLEUM & NATURAL GAS
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                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549


                                   FORM 8-K

                                CURRENT REPORT


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


Date of Report (Date of earliest event reported)         February 6, 1996



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



      Delaware                          1-7864            75-1151855
     (State or other jurisdiction of   (Commission    (IRS Employer
      incorporation)                   File Number)   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




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

<PAGE>

ITEM 5.  OTHER EVENTS.

     Triton Energy Corporation issued a Press Release reporting financial
results  for  the year ended December 31, 1995, on February 6, 1996, a copy of
which is filed as an exhibit to this Current Report on Form 8-K.



ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.


Exhibit No.               Description

4.1          Certificate of Incorporation, as amended.(1)
4.2          Bylaws of Triton Energy Corporation.(1)
4.3          Specimen Stock Certificate of Common Stock, $1.00 par value, of
             the Company.(1)
4.4          Rights Agreement dated as of May 22, 1995, between Triton and
             Chemical Bank, as Rights Agent.(2)
4.5          Form of Debt Securities.(3)
4.6          Proposed Form of Senior Indenture.(3)
4.7          Proposed Form of Senior Subordinated Indenture.(3)
4.8          Certificate of Designation Establishing and Designating a Series
             of Shares of the Company's 5 % Convertible Preferred Stock, no
             par value.(1)
99.1          Press release dated February 6, 1996.(4)



(1)    Previously filed as an exhibit to the Company's Annual Report on Form
       10-Q for the quarter ended March 31, 1995 and incorporated herein by
       reference.
(2)    Previously filed as an exhibit to the Company's Registration Statement
       on Form 8-A dated June 2, 1995 and incorporated herein by reference.
(3)    Previously filed as an exhibit to the Company's Registration Statement
       on Form S-3 (No.33-69230) and incorporated herein by reference.
(4)    Filed herewith.



<PAGE>
                                  SIGNATURES


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


                              TRITON ENERGY CORPORATION



Date: February 9, 1996          By: /s/Robert B. Holland, III
                                   Robert B. Holland, III, Senior Vice
                                   President and General Counsel


















                                                                  EXHIBIT 99.1


                TRITON ENERGY REPORTS 1995 EARNINGS PER SHARE
                      OF $.05; REVENUES MORE THAN TRIPLE



DALLAS--February 6, 1996 - Triton Energy reports 1995 earnings from continuing
operations  were  $6.5  million, compared with a loss of $49.6 million for the
1994 calendar-year period.  Earnings after discontinued operations and
preferred  dividends  for  1995 were $1.9 million, or $.05 per share, versus a
loss of $53.2 million, or $1.52 per share, for 1994.  Sales and other
operating  revenues  for  1995 were $107.5 million, more than triple sales and
other operating revenues of $33.0 million for 1994.

Contributing  to the improvement in 1995 results was the continued increase in
production  from  the  ongoing  development of Triton's Colombian oil fields.
Triton's annual average net production from the Cusiana Field in 1995 was
12,318 barrels of oil per day (bpd), compared with 1,136 bpd for 1994.

Commercial-scale production from the Cusiana Field began in late 1994 with the
startup  of  the first two early production systems (EPS), part of the initial
development phase of the Colombian fields.  The third and fourth EPS were
brought  on-line  in  April and July, respectively.  Gross production from the
fields  is now at approximately 180,000 bpd.  Gross production is estimated to
reach at least 500,000 bpd by late 1997.

In addition to these operating factors, results for 1995 included a net
positive impact on results from unusual items of approximately $4.3 million.

Previously  reported  results  were  restated to reflect the discontinuance of
Triton's aviation sales and services business and to reflect Triton's
reporting financial results on a calendar-year basis beginning in 1995.

For  the  fourth quarter of 1995, Triton's earnings from continuing operations
were $.6 million versus a loss of $16.2 million for the year-ago period.
Earnings  applicable  to  common stock for the fourth quarter of 1995 were $.6
million, or $.02 per share, compared with a loss of $16.9 million, or $.48 per
share, for the fourth quarter of 1994.  Sales and other operating revenues for
the  fourth  quarter  of 1995 were $26.6 million, more than triple revenues of
$8.4 million for the year-ago quarter.

<PAGE>
As  of the end of 1995, Triton had $95.5 million in cash, cash equivalents and
marketable securities, and stockholders' equity of $246.0 million.

Triton  Energy (NYSE: OIL) is an international oil and gas exploration company
primarily focused on high-potential prospects around the world.

(tables follow)

<PAGE>
                  TRITON ENERGY CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                      (THOUSANDS, EXCEPT PER SHARE DATA)
                           (PRELIMINARY UNAUDITED)

<TABLE>
<CAPTION>


<S>                                                        <C>                        <C>

                                                                      YEAR ENDED DECEMBER 31,
SUMMARIZED INCOME STATEMENT                                                    1995      1994*
- ---------------------------------------------------------

Sales and other operating revenues                         $                107,472   $ 32,952
Costs and expenses:
    Operating                                                                35,276     21,213
    General and administrative                                               25,672     29,098
    Depreciation, depletion and amortization                                 23,208     13,694
    Writedown of assets                                                         ---     14,716
Operating income (loss)                                                      23,316    (45,769)

Interest income                                                               7,954      8,081
Interest expense                                                            (24,055)   (12,052)
Other, net                                                                    9,385       (181)

Earnings (loss) from continuing operations before income
    taxes, minority interest and discontinued operations                     16,600    (49,921)

Income tax expense (benefit)                                                 10,059      1,553
Minority interest in (earnings) loss of subsidiaries                            ---      1,864
Earnings (loss) from continuing operations                                    6,541    (49,610)
Discontinued operations:
    Loss from operations                                                     (1,858)    (2,441)
    Loss on disposal                                                         (1,963)      (650)
Net earnings (loss)                                                           2,720    (52,701)
Dividends on preferred stock                                                    802        449
Earnings (loss) applicable to common stock                 $                  1,918   $(53,150)

Earnings (loss) per common share:
    Continuing operations                                  $                   0.16   $  (1.43)
    Discontinued operations                                                   (0.11)     (0.09)
    Net earnings (loss)                                    $                   0.05   $  (1.52)

Weighted average number of common shares outstanding                         35,147     34,916


</TABLE>


* Restated to reflect change to calendar year and the aviation segment as
discontinued operations.

<PAGE>
                  TRITON ENERGY CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                      (THOUSANDS, EXCEPT PER SHARE DATA)
                           (PRELIMINARY UNAUDITED)

<TABLE>
<CAPTION>


<S>                                                        <C>                   <C>

                                                                     THREE MONTHS ENDED
                                                                           DECEMBER 31,
SUMMARIZED INCOME STATEMENT                                               1995      1994*
- ---------------------------------------------------------

Sales and other operating revenues                         $            26,631   $  8,442
Costs and expenses:
    Operating                                                            8,066      5,496
    General and administrative                                           6,690      7,277
    Depreciation, depletion and amortization                             5,611      3,014
    Writedown of assets                                                    ---        ---
Operating income (loss)                                                  6,264     (7,345)

Interest income                                                          2,238      1,694
Interest expense                                                        (5,845)    (4,131)
Other, net                                                              (1,913)    (4,218)

Earnings (loss) from continuing operations before income
    taxes, minority interest and discontinued operations                   744    (14,000)

Income tax expense (benefit)                                               136      2,189
Minority interest in (earnings) loss of subsidiaries                       ---        ---
Earnings (loss) from continuing operations                                 608    (16,189)
Discontinued operations:
    Loss from operations                                                   ---       (758)
    Loss on disposal                                                       ---        ---
Net earnings (loss)                                                        608    (16,947)
Dividends on preferred stock                                               ---        ---
Earnings (loss) applicable to common stock                 $               608   $(16,947)

Earnings (loss) per common share:
    Continuing operations                                  $              0.02   $  (0.46)
    Discontinued operations                                                ---      (0.02)
    Net earnings (loss)                                    $              0.02   $  (0.48)

Weighted average number of common shares outstanding                    35,323     34,966

</TABLE>


* Restated to reflect change to calendar year and the aviation segment as
discontinued operations.

<PAGE>
                  TRITON ENERGY CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED FINANCIAL INFORMATION
                           (PRELIMINARY UNAUDITED)

<TABLE>
<CAPTION>


<S>                                                   <C>                        <C>

SELECTED BALANCE SHEET AND OTHER ITEMS                                       DECEMBER 31,
- ----------------------------------------------------
                                                                           1995        1994
                                                                          (in thousands)
Cash, cash equivalents and marketable securities
  (including long-term)                               $                  95,454  $   72,262
Working capital                                                          85,598      29,661
Current debt                                                              1,313      17,608
Long-term debt, excluding current                                       401,190     315,258
Stockholders' equity                                                    246,025     237,195
Total actual common shares outstanding                                   35,901      35,531

                                                                    YEAR ENDED DECEMBER 31,
                                                                           1995        1994
                                                                          (in thousands)

Capitalized general and administrative expenses       $                  21,107  $   14,913
Capitalized interest                                                     16,211      20,570
Capital expenditures and investments                                    178,161     132,177

CONSOLIDATED PRODUCTION STATISTICS (NET TO TRITON)*                    THREE MONTHS ENDED
- ----------------------------------------------------
                                                                            DECEMBER 31,
                                                                         1995**        1994
OIL
        Production - Bbls                                             1,582,000     493,000
        Production - Bbls/day                                            17,196       5,359
        Average revenue realized per Bbl              $                   16.46  $    16.30

                                                                    YEAR ENDED DECEMBER 31,
                                                                         1995**        1994
OIL
        Production - Bbls                                             6,372,000   1,998,000
        Production - Bbls/day                                            17,458       5,474
        Average revenue realized per Bbl              $                   16.44  $    15.23

</TABLE>


* Production amounts do not include Triton's 49.9% interest in Crusader
Limited.
** Includes oil delivered under the forward oil sale and Ecopetrol
reimbursement.





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