EXHIBIT 10.69

                                 FIRST AMENDMENT
                               TO CREDIT AGREEMENT


     THIS  FIRST  AMENDMENT  TO  CREDIT AGREEMENT dated as of June 29, 2001 (the
"First  Amendment"),  among TRITON ENERGY LIMITED, a Cayman Islands company (the
 ----------------
"Borrower"),  the  lenders party hereto (the "Lenders"), and THE CHASE MANHATTAN
 --------                                     -------
BANK,  individually, as Administrative Agent (the "Administrative Agent") and as
                                                   --------------------
Issuing  Bank.
                              W I T N E S S E T H:
                              -------------------
     WHEREAS,  the  Borrower,  the  Lenders,  and  the  Administrative Agent are
parties  to  that  certain  Credit  Agreement dated as of February 29, 2000 (the
"Credit  Agreement"),  whereby,  pursuant  to the terms and conditions contained
 -----------------
therein,  the  Lenders  agreed  to make loans to and extensions on behalf of the
Borrower  under  a  $150,000,000  revolving  credit  facility;  and

     WHEREAS,  the  parties  to  the  Credit  Agreement  intend  to  amend the
Credit Agreement  in  the  particulars  hereinafter  provided;

     NOW,  THEREFORE,  the  parties  to the Credit Agreement hereby agree as
follows:

     SECTION  1.  Amendments  to  Credit  Agreement.
                  ---------------------------------
     (a)     Section 1.01 of the Credit Agreement hereby is amended by inserting
             ------------
the  following  definitions  in  their  appropriate  alphabetical  order:

             "Agreement" means this Credit Agreement dated as of February 29,
              ---------
2000, among  the Borrower, the Lenders, the Administrative Agent and the Issuing
Bank, as  amended  by  the  First  Amendment,  and as the same may be further
amended, waived  or  otherwise  modified  from  time  to  time  in  accordance
herewith.

             "First  Amendment"  means that certain First Amendment to Credit
              ----------------
Agreement dated as  of  June  29,  2001,  among the  Borrower, the Lenders party
thereto, the Administrative  Agent  and  the  Issuing  Bank.

     (b)     To  reflect  the  change in the senior debt rating of the Borrower,
the grid in the definition of "Applicable Rate" appearing in Section 1.01 of the
                                                             ------------

Credit  Agreement  hereby  is  amended  in  its  entirety  to  read  as follows:

<TABLE>
<CAPTION>


                     <c>                    <c>                       <c>

                                                Equal to or greater
 Borrowing Base                                   than 33% but less
  Utilization           Less than 33%           than or equal to 66%      Greater than 66%
  -----------           ------------------     ----------------------     --------------------

Eurodollar Spread       Category  Category     Category     Category      Category     Category
                           I         II           I             II           I            II
                         2.15%      2.40%        2.40%         2.65%       2.65%         2.90%
----------------------------------------------------------------------------------------------
ABR Spread                1.15%     1.40%        1.40%         1.65%       1.65%         1.90%
----------------------------------------------------------------------------------------------
Commitment Fee            0.50%     0.50%        0.50%         0.50%       0.50%         0.50%
----------------------------------------------------------------------------------------------
Performance Letter of
Credit Fee                1.35%     1.50%       1.50%          1.65%       1.65%         1.80%
----------------------------------------------------------------------------------------------
Financial Letter of
Credit Fee                2.15%     2.40%       2.40%          2.65%       2.65%         2.90%
----------------------------------------------------------------------------------------------

 </TABLE>

     (c)     The  definition  of "FPSO Obligations" appearing in Section 1.01 of
                                                                 ------------
the  Credit  Agreement  is  hereby  amended  in its entirety to read as follows:

          "'FPSO Obligation' means obligations of the Borrower or any Subsidiary
            ----------------
under  a  charter  lease  agreement  for  a  floating  production,  storage  and
off-loading  tanker  facility  for  the  purpose  of  developing  Borrower's
Hydrocarbons  in  Equatorial  Guinea  if  (a)  payments thereunder do not exceed
$55,000,000  in  any  calendar year and (b) the Lease Term is less than 5 years.
"Lease  Term"  means  any  fixed term (exclusive of any period in which no lease
payments  are  required  thereunder, which period will not exceed 15 months) and
any period or periods covered by an option to renew at a sufficiently low rental
or  sufficiently  high  penalty  that  the  exercise of the option is reasonably
assured,  as  amended,  waived  or  modified,  unless  such amendment, waiver or
modification  thereto  materially  changes the amounts payable thereunder or its
Lease  Term  as  determined  by  the  Administrative  Agent  in  its  reasonable
discretion."

     (d)     The  definition of "Maturity Date" appearing in Section 1.01 of the
                                                             ------------
Credit  Agreement  is  hereby  amended  in  its  entirety  to  read  as follows:

          "'Maturity  Date'  means  June  29,  2003."
            ---------------

     (e)     The definition of "Outside LC Exposure" appearing in Section 1.01
                                                             ------------
of the Credit Agreement  is  hereby amended in its entirety  to read as follows:

          "'Outside  LC  Exposure'  means the amount, if any that (a) the sum of
            ----------------------
(i)  the aggregate undrawn amount of all Outside Letters of Credit plus (ii) all
payments  made  by  issuers of Outside Letters of Credit made under such Outside
Letters  of Credit for which such issuer has not been reimbursed by the Borrower
in  accordance  with  the  terms  thereunder  exceeds  (b)  $15,000,000."

     (f)     Section  2.01  of  the  Credit  Agreement  is hereby amended in its
entirety  to  read  as  follows:

      "Section  2.01    Commitments.
                        -----------
          (a)     Subject  to  the  terms  and conditions set forth herein, each
Lender  agrees  to make Revolving Loans to the Borrower from time to time during
the Availability Period in an aggregate principal amount that will not result in
(a)  such  Lender's  Revolving  Credit  Exposure  plus  such Lender's Applicable
Percentage  of  Outside  LC  Exposure  exceeding the lesser of (i) such Lender's
Applicable  Percentage  of  the Borrowing Base and (ii) such Lender's Commitment
and (b) the sum of the total Revolving Credit Exposures plus Outside LC Exposure
for  all  Lenders  exceeding the lesser of (i) Borrowing Base and (ii) the total
Commitment of all Lenders.  Within the foregoing limits and subject to the terms
and  conditions  set  forth herein, the Borrower may borrow, prepay and reborrow
Revolving  Loans.

          (b)     The Borrower shall have the right,  without the consent of the
Lenders  but  with  the  prior  approval  of the Administrative Agent, not to be
unreasonably  withheld,  to  cause  from  time  to time an increase in the total
Commitments  of  the  Lenders by adding to this Agreement one or more additional
Lenders  or  by  allowing  one  or  more  Lenders  to  increase their respective
Commitments;  provided  however  (i)  no  Event  of  Default shall have occurred
hereunder  which  is continuing, (ii) no such increase shall cause the aggregate
Commitments hereunder to exceed $200,000,000, (iii) no Lender's Commitment shall
be  increased  without  such Lender's consent, and (iv) on the effective date of
any  such increase, there shall be no outstanding Eurodollar Loans hereunder or,
if  any  Eurodollar Loans would be outstanding on the effective date of any such
increase,  the  Borrower  shall  either (x) convert such Eurodollar Loans to ABR
Loans,  or  (y)  prepay, in accordance with the provisions of Section 2.09, such
Eurodollar Loans immediately prior to such increase becoming effective (subject,
in  either  case,  to the payment provisions of Section 2.14).  The Borrower may
request  that  a  Borrowing  be made as a Eurodollar Borrowing immediately after
such  increase  becomes  effective  by  delivering to the Administrative Agent a
Borrowing  Request  in  accordance  with  the  provisions  of  Section  2.03."

     (g)     Section  2.03  of  the  Credit  Agreement  is hereby amended in its
entirety  to  read  as  follows:

     "SECTION  2.03.  Requests for Revolving Borrowings.  To request a Revolving
                      ---------------------------------
Borrowing,  the  Borrower  shall notify the Administrative Agent of such request
("Borrowing  Request")  by  telephone (a) in the case of a Eurodollar Borrowing,
not  later  than  11:00 a.m., New York City time, three Business Days before the
date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later
than  11:00  a.m.,  New  York City time, one Business Day before the date of the
proposed  Borrowing; provided that any such notice of an ABR Revolving Borrowing
to  finance  the  reimbursement of an LC Disbursement as contemplated by Section
2.04(e)  may  be given not later than 10:00 a.m., New York City time on the date
of  the  proposed  Borrowing.  Each  such  telephonic Borrowing Request shall be
irrevocable  and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Borrowing Request in substantially in the form
attached  hereto  as Exhibit C and signed by the Borrower.  Each such telephonic
and  written  Borrowing  Request  shall  specify  the  following  information in
compliance  with  Section  2.02:

     (i)    the  aggregate  amount  of  the  requested  Borrowing;
     (ii)   the  date  of  such  Borrowing,  which  shall  be  a Business Day;
     (iii)  whether  such Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing;

     (iv)   in the case of a Eurodollar Borrowing, the initial Interest Period
to be applicable thereto, which shall be a period contemplated by the definition
of the  term  "Interest  Period";

     (v)    the  location and number of the Borrower's account to which funds
are to be  disbursed, which shall comply with the requirements of Section 2.05;

     (vi)   the  Borrowing  Base  Utilization  on the date of such Borrowing
(after giving  effect  to  such  Borrowing);

     (vii)  the  amount of Outside LC Exposure on the Business Day of the
proposed Borrowing;  and

     (viii) the  Borrower's  current  Index  Debt  rating.

If  no  election  as  to  the Type of Revolving Borrowing is specified, then the
requested  Revolving Borrowing shall be an ABR Borrowing.  If no Interest Period
is  specified with respect to any requested Eurodollar Revolving Borrowing, then
the  Borrower shall be deemed to have selected an Interest Period of one month's
duration,  in the case of a Eurodollar Borrowing.  Promptly following receipt of
a  Borrowing  Request  in accordance with this Section, the Administrative Agent
shall  advise  each  Lender  of  the  details  thereof and of the amount of such
Lender's  Loan  to  be  made  as  part  of  the  requested  Borrowing."

     (h)     Section 2.16(c) of the Credit Agreement is hereby amended by adding
thereto  the  parenthetical  "(other  than  in  respect of Section 2.13, 2.14 or
2.15)"  after  the  word "otherwise" and before the comma "," found in the first
line  thereof.

     (i)     Section  3.04  of the Credit Agreement is hereby amended in its
entirety to  read  as  follows:

     "SECTION  3.04.     Financial  Condition;  No Material Adverse Change.  (a)
                         -------------------------------------------------
The  Borrower  has  heretofore furnished to the Lenders its consolidated balance
sheet and statements of operations, shareholders equity and cash flows (i) as of
and  for  the  fiscal  year ended December 31, 2000, reported on by independent,
United States-based public accountants of recognized national standing, and (ii)
as  of and for the fiscal quarter and the portion of the fiscal year ended March
31,  2001,  certified by a Financial Officer (the statements in (i) and (ii) are
referred  to  as  the "Delivered Statements").  The Delivered Statements present
fairly,  in  all  material  respects,  the  financial  position  and  results of
operations  and  cash flows of the Borrower and its consolidated Subsidiaries as
of  such dates and for such periods in accordance with GAAP, subject to year-end
audit  adjustments  and  the  absence of footnotes in the case of the statements
referred  to  in  clause  (ii)  above.

           (b)    Since March 31, 2001, there have been no events or occurrences
that, in the  aggregate,  have  had  a  Material  Adverse  Effect."

     (j)     Section  3.12  of  the  Credit  Agreement  is hereby amended in its
entirety  to  read  as  follows:

     "SECTION  3.12    Reserved."

     (k)     Sections  5.01(b)  and (c) of the Credit Agreement are hereby
amended in their  entirety  to  read  as  follows:

     "(b)     within  50  days  after  the end of each of the first three fiscal
quarters of each fiscal year of the Borrower, its consolidated balance sheet and
related  statements of operations, shareholders' equity and cash flows as of the
end  of  and  for such fiscal quarter and the then elapsed portion of the fiscal
year,  setting  forth  in  each  case  in  comparative  form the figures for the
corresponding  period or periods of (or, in the case of the balance sheet, as of
the  end  of)  the  previous  fiscal year, all certified by one of its Financial
Officers  as  presenting fairly in all material respects the financial condition
and results of operations of the Borrower and its consolidated Subsidiaries on a
consolidated  basis  in  accordance  with  GAAP consistently applied, subject to
normal  year-end  audit  adjustments  and  the  absence  of  footnotes;"

     "(c)     concurrently with any delivery of financial statements under
clause (a) or  (b)  above,  a  certificate  of  a  Financial  Officer  of  the
Borrower (i) certifying  as to whether a Default has occurred and, if a Default
has occurred, specifying the details thereof and any action taken or proposed to
be taken with respect  thereto,  (ii)  setting  forth  reasonably  detailed
calculations demonstrating compliance with Sections 6.06, 6.09, 6.10 and 6.11,
(iii) stating whether  any change in GAAP or in the application thereof has
occurred since the date of the audited financial statements referred to in
Section 3.04 and, if any such  change has occurred, specifying the effect of
such change on the financial statements accompanying such certificate, (iv)
stating any revisions to Schedule 3.14  necessary so such Schedule includes each
Material Subsidiary, and (v) with respect to assignments of accounts receivable
permitted under Section 6.02(f), stating  the  dollar amount of accounts
receivable so assigned as of the date of such  certificate."

     (l)     Section  5.09(a)  of  the Credit Agreement is hereby amended in its
entirety  to  read  as  follows:

     "(a)     As  soon  as practicable, but not later than each April 1 (or such
other  date  specified  in  the  event  of  an unscheduled redetermination under
Section  2.18(d)) commencing with the Scheduled Redetermination Date to occur on
April  1,  2002,  the  Borrower  shall  furnish  to the Lenders a Reserve Report
prepared  and  certified  by  (i)  DeGolyer and MacNaughton, with respect to the
proved  reserves in the Cusiana and Cupiagua fields in the Republic of Colombia,
(ii)  Netherland  Sewell  and Associates, with respect to the proved reserves in
the  Ceiba  Field in Equatorial Guinea, and (iii) the petroleum engineers of the
Borrower  or  Carigali-Triton  Carigali-Triton  Operating Company Sdn. Bhd. with
respect to the proved reserves in Malaysia-Thailand on Block A-18 in the Gulf of
Thailand  or,  in  the  case  of  (i), (ii) or (iii) above, such other certified
independent  engineers  satisfactory  to  the Administrative Agent. The Borrower
will  also  provide  the Lenders with any supplemental information or updates to
the  information  in  the  Reserve  Report as may be reasonably requested by any
Lender    through  the  Administrative  Agent  ("Additional  Reports")."

     (m)      Section 6.01 of the Credit Agreement is hereby amended as follows:

          (i)     Section  6.01(e)  of the Credit Agreement is hereby amended in
its  entirety  to  read  as  follows:

     "(e)     Indebtedness  of  any member of the Consolidated Group incurred to
finance  the  acquisition,  construction  or improvement of any fixed or capital
assets  of  any  member  of  the  Consolidated  Group,  including  Capital Lease
Obligations  (other  than the FPSO Obligation, to the extent the FPSO Obligation
could  otherwise  be deemed to be Indebtedness) and any Indebtedness (other than
the FPSO Obligation, to the extent the FPSO Obligation could otherwise be deemed
to  be  Indebtedness)  assumed  in  connection  with the acquisition of any such
assets or secured by a Lien on any such assets prior to the acquisition thereof,
and  extensions,  renewals and replacements of any such Indebtedness that do not
increase  the  outstanding  principal  amount  thereof;  provided  that (i) such
                                                         --------
Indebtedness  is  incurred  prior to or within 90 days after such acquisition or
the  completion  of  such  construction  or  improvement  and (ii) the aggregate
principal  amount of Indebtedness permitted by Section 6.01(e) and (f) shall not
exceed  $20,000,000  at  any  time  outstanding;"

     (ii)     Section  6.01(i)  of the Credit Agreement is hereby amended in its
entirety  to  read  as  follows:

          "(i)     The  FPSO  Obligation,  to  the  extent  the FPSO Obligation
could otherwise  be  deemed  to  be  Indebtedness."

     (n)          Section  6.02  is  hereby amended and supplemented as follows:

          (i)     Section 6.02(e) is hereby amended by deleting the "period" (.)
found  at  the  end  thereof  and  substituting  therefor  ";  and".

          (ii)    Section  6.02  is  hereby  further amended by adding thereto
a new subsection, to be subsection (f), reading in its  entirety  as  follows:

          "(f)     up to $25,000,000 of assignments of accounts receivable for a
term  of  30  days or less from individual crude sales, on a sale-by-sale basis,
provided  no  Event of Default has occurred and is continuing on the date of any
such  assignment."

     (o)     Section  6.04(g)  of  the Credit Agreement is hereby amended in its
entirety  to  read  as  follows:

          "(g)     new  investments  in  Triton International Oil Corporation (a
Cayman  Islands  company)  and its Subsidiaries and in Carigali-Triton Operating
Co.  SDN.BHD,  a  Malaysia  corporation,  in  an  aggregate amount not to exceed
$50,000,000  from the date of this Agreement until fiscal year-end 2002, and not
to  exceed  $25,000,000  per  quarter  during  fiscal  year  2003;"

     (p)     Section  6.06  of  the  Credit  Agreement  is hereby amended in its
entirety  to  read  as  follows:

          "SECTION  6.06.     Restricted  Payments.  The  Borrower will not, and
                              --------------------
will  not permit any of its Subsidiaries to, declare or make, or agree to pay or
make,  directly  or  indirectly, any Restricted Payment, except (a) the Borrower
may  declare  and  pay  dividends  and distributions with respect to its capital
stock  payable  solely in additional shares of its common stock and may purchase
shares  of  its  capital stock with consideration consisting solely of shares of
its  common  stock,  (b) Subsidiaries may declare and pay dividends ratably with
respect  to  their  capital stock, (c) the Borrower may make Restricted Payments
pursuant to and in accordance with stock option plans or other benefit plans for
management  or  employees  of the Borrower and its Subsidiaries,  (d) Restricted
Payments  on  Preferred  Stock  issued  by  the Borrower before the date of this
Agreement or additional shares of  Preferred Stock issued as dividends after the
date of this Agreement in accordance with the terms of such Preferred Stock, and

(e)  the  Borrower  may  repurchase  shares of its common stock for an aggregate
consideration  not  exceeding  $5,000,000  in  any  fiscal  year."

     (q)     Schedule  3.14  attached  to the Credit Agreement is hereby amended
             --------------
and  restated by replacing Schedule 3.14 attached to the Credit Agreement in its
                           -------------
entirety  with  Schedule  3.14 attached to this First Amendment.  From and after
                --------------
the  date  of  this  First  Amendment,  all  references  contained in the Credit
Agreement to Schedule 3.14 shall be references to Schedule 3.14 attached to this
             -------------                        -------------
First  Amendment.

     SECTION  2.     Conditions  Precedent  to  Effectiveness.  In  addition  to
                     ----------------------------------------
the satisfaction of all applicable  conditions precedent contained in the Credit
Agreement,  this  First  Amendment  shall become effective as of the date hereof
when  the  Administrative  Agent  shall  have  received:

     (a)     counterparts hereof duly executed by the Borrower, the Lenders, the
Administrative  Agent  and  the Issuing Bank (or, in the case of any party as to
which  an executed counterpart shall not have been received, telegraphic, telex,
or  other  written  confirmation  from  such party of execution of a counterpart
hereof  by  such  party);

     (b)     no  Default or Event of Default shall have occurred and be
continuing as of  the  date  of  this  First  Amendment.

     SECTION  3.     Reaffirmation  of Representations and Warranties. To induce
                     ------------------------------------------------
the Lenders,  the Administrative Agent and the Issuing Bank to enter into this
First  Amendment,  the  Borrower  hereby  reaffirms,  as  of  the  date  hereof,
its representations and warranties in their entirety contained in Article III of
                                                                  -------
the Credit  Agreement  and  in  all  other  documents executed pursuant thereto
(except  to  the  extent such representations and warranties relate solely to an
earlier  date)  and  additionally  represents  and  warrants  as  follows:

     (a)     The  Borrower is a corporation duly organized, validly existing and
in  good  standing  under  the laws of its jurisdiction of formation and has all
power  and authority and all governmental licenses, authorizations, consents and
approvals  required  in each case to carry on its business, except to the extent
that  the  failure  to  have  such  power,  authority, licenses, authorizations,
consents  and  approvals  could  not  reasonably  be expected to have a Material
Adverse  Effect.

     (b)     The  execution,  delivery  and performance by the Borrower of this
First Amendment  are within the Borrower's corporate powers, have been duly
authorized by  all  necessary  corporate action of the Borrower, require, in
respect of the Borrower,  no action by or in respect of, or filing with, any
governmental body, agency  or  official  and  do  not contravene or constitute
a default under, any provision  of  law  or  regulation (including Regulation X
issued by the Federal Reserve  Board)  applicable  to  the Borrower or
Regulation U or the articles or certificate  of  incorporation  of the Borrower
or the bylaws of the Borrower or any  judgment,  injunction, order, decree or
material agreement binding upon the Borrower  or  result in or require the
creation or imposition of any Lien on any asset  of  the  Borrower.

     (c)     This  First  Amendment  has  been  duly  executed and  delivered by
the Borrower.  This  First Amendment, the Credit Agreement, as amended by this
First Amendment,  and  each  other  Loan Document to which the Borrower is a
party are legal,  valid  and  binding  obligations of the Borrower enforceable
against the Borrower in accordance with their respective terms, except as the
enforceability thereof may be limited by any applicable bankruptcy, insolvency,
reorganization, moratorium  or similar laws affecting creditors' rights
generally and by general principles  of  equity.

     (d)     Since  March  31, 2001, no event or circumstance has occurred that
has resulted  in  or could reasonably be expected to have a Material Adverse
Effect. No  Event  of  Default  has  occurred  and is continuing as of the date
hereof.

     (e)     Other than the Disclosed Matters, there is no action, suit or
proceeding pending  against  the  Borrower,  or to the knowledge of the Borrower
threatened against  the  Borrower, before any court or arbitrator or any
governmental body, agency  or  official  in  which  there is a reasonable
possibility of an adverse decision which could reasonably be expected to have a
Material Adverse Effect or which  in  any manner draws into question the
legality, validity, binding effect or  enforceability of this First Amendment,
the Credit Agreement, as amended hereby,  or  any  other  Loan  Document.

     SECTION  4.     Defined Terms.  Except as amended hereby, terms used herein
                     -------------
when defined in  the Credit Agreement shall have the same meanings herein unless
the context  otherwise  requires.

     SECTION 5.     Reaffirmation of Credit Agreement.  This First Amendment
                    ---------------------------------
shall be deemed  to be an amendment to the Credit Agreement, and the Credit
Agreement, as amended  hereby,  is  hereby  ratified, approved and confirmed in
each and every respect.  All  references  to  the  Credit  Agreement  herein
and  in any other document, instrument, agreement or writing shall hereafter be
deemed to refer to the  Credit  Agreement  as  amended  hereby.

     SECTION  6.     Governing  Law;  Entire Agreement.  This First Amendment
                     ---------------------------------
and the  Notes  shall  be  governed by, and construed in accordance with, the
laws of the State of New York.  The Credit Agreement as amended by this First
Amendment, the Notes and the other Loan Documents constitute the entire
understanding among the parties hereto with respect to the subject matter hereof
and supersede any prior agreements,  written  or  oral,  with  respect  thereto.

     SECTION  7.     Severability  of  Provisions.  Any provision in this First
                     ----------------------------
Amendment  that  is  held  to  be  inoperative, unenforceable, or invalid in any
jurisdiction  shall,  as to that jurisdiction, be inoperative, unenforceable, or
invalid  without  affecting the remaining provisions in that jurisdiction or the
operation,  enforceability,  or  validity  of  that  provision  in  any  other
jurisdiction,  and  to  this  end  the  provisions  of  this First Amendment are
declared  to  be  severable.

     SECTION 8.     Counterparts.  This First Amendment may be executed in any
                    ------------
number of counterparts, all of which taken together shall constitute one
agreement, and any  of  the parties hereto may execute this First Amendment by
signing any such counterpart.

     SECTION  9.     Headings.  Article  and section headings in this First
                     --------
Amendment are  for  convenience of reference only, and shall not govern the
interpretation of  any  of  the  provisions  of  this  First  Amendment.

     SECTION  10.     Successors  and Assigns.  This First Amendment shall be
                      -----------------------
binding upon  and  inure  to  the  benefit  of  the  parties hereto and their
respective successors  and  assigns.

                      [SIGNATURES BEGIN ON FOLLOWING PAGE]




     IN WITNESS WHEREOF, the Borrower, the Lenders, the Administrative Agent and
the  Issuing  Bank have executed this First Amendment as of the date first above
written.

                                                TRITON  ENERGY  LIMITED


                                                 By:
                                                 Name:
                                                 Title:


             [First Amendment to Credit Agreement - Signature Page 1]

<PAGE>

                                                THE  CHASE  MANHATTAN  BANK,
                                                individually  and  as
                                                Administrative  Agent,


                                                By:
                                                Name:
                                                Title:

                                                Lending Office for ABR Loans
                                                and Eurodollar  Loans  and
                                                Address  for  Notice:

                                                The  Chase  Manhattan  Bank
                                                One  Chase  Manhattan  Plaza,
                                                  8th  Floor
                                                New  York,  New  York  10081

                                                Telecopier  No.212/552-2261
                                                Attention:  Muniram  Appanna



              [First Amendment to Credit Agreement - Signature Page 2]

<PAGE>


                                                BNP  PARIBAS

                                                By:
                                                Name:
                                                Title:

                                                By:
                                                Name:
                                                Title:

                                                Lending  Office  for  ABR  Loans
                                                and Eurodollar  Loans:

                                                BNP  Paribas
                                                1200  Smith  Street, Suite 3100
                                                Houston,  Texas  77002

                                                Address  for  Notice:

                                                Business/Credit:
                                                1200  Smith  Street, Suite 3100
                                                Houston,  Texas  77002
                                                Telephone  No.:  713/659-4811
                                                Telecopier  No.:  713/659-6915
                                                Attention:  Brian  Malone

                                                Administrative:
                                                1200  Smith  Street, Suite 3100
                                                Houston,  Texas  77002
                                                Telephone  No.:  713/982-1126
                                                Telecopier  No.:  713/659-5305
                                                Attention:  Leah  Evans  Hughes


        [First Amendment to Credit Agreement - Signature Page 3]


                                                 BANKERS  TRUST  COMPANY


                                                 By:
                                                 Name:
                                                 Title:


                                                 Lending Office for ABR Loans
                                                 and Eurodollar  Loans:

                                                 Bankers  Trust  Company


                                                 Attn:

                                                 Address  for  Notice:

                                                 Business/Credit:
                                                 Bankers  Trust  Company


                                                 Telephone  No.:
                                                 Telecopier  No.:
                                                 Attn.:

                                                 Administrative:
                                                 Bankers  Trust  Company


                                                 Telephone  No.:
                                                 Telecopier  No.:
                                                 Attn.:






              [First Amendment to Credit Agreement - Signature Page 4]

<PAGE>



                                                 FORTIS  CAPITAL  CORP.


                                                 By:
                                                 Name:
                                                 Title:

                                                 Lending Office for ABR Loans
                                                 and Eurodollar  Loans:

                                                 Fortis  Capital  Corp.



                                                 Address  for  Notice:

                                                 Business/Credit:
                                                 Fortis  Capital  Corp.


                                                 Telephone  No.:
                                                 Telecopier  No.:
                                                 Attention:

                                                 Administrative:
                                                 Fortis  Capital  Corp.


                                                 Telephone  No.:
                                                 Telecopier  No.:
                                                 Attention:



               [First Amendment to Credit Agreement - Signature Page 5]


<PAGE>


                                                 BANK  OF  AMERICA,  N.A.


                                                 By:
                                                 Name:
                                                 Title:

                                                 Lending Office for ABR Loans
                                                 and Eurodollar  Loans:

                                                 Bank  of  America,  N.A.



                                                 Address  for  Notice:

                                                 Business/Credit:
                                                 Bank  of  America,  N.A.


                                                 Telephone  No.:
                                                 Telecopier  No.:
                                                 Attention:

                                                 Administrative:
                                                 Bank  of  America,  N.A.


                                                 Telephone  No.:
                                                 Telecopier  No.:
                                                 Attention:


                   [First Amendment to Credit Agreement - Signature Page 6]
<PAGE>





                                                 BARCLAYS  BANK  PLC

                                                 By:
                                                 Name:
                                                 Title:

                                                 Lending Office for ABR Loans
                                                 and Eurodollar  Loans:

                                                 Barclays  Bank  plc



                                                 Address  for  Notice:

                                                 Business/Credit:
                                                 Barclays  Bank  plc


                                                 Telephone  No.:
                                                 Telecopier  No.:
                                                 Attention:

                                                 Administrative:
                                                 Barclays  Bank  plc


                                                 Telephone  No.:
                                                 Telecopier  No.:
                                                 Attention:



                [First Amendment to Credit Agreement - Signature Page 7]




                            [Schedule 3.14 - Page 2]



                                                                   SCHEDULE 3.14
                       SECTION 3.14 - LIST OF SUBSIDIARIES
                       -----------------------------------

THE FOLLOWING ARE THE SUBSIDIARIES OF THE COMPANY AS OF THE DATE OF THIS
AGREEMENT:


 <TABLE>
<CAPTION>


                                         <c>                 <c>

                                            JURISDICTION OF     JURISDICTION WHERE
                                            ---------------     ------------------
NAME                                        ORGANIZATION        QUALIFIED
----                                        ------------        ---------

Inlet North Sea Corporation                   Delaware

Inlet Oil & Mineral Company (U.K.) Limited    U.K.

North Central Aviation,  nc.                  Delaware

Oil & Gas Colombia GmbH                       Germany             Colombia

Servion, Inc.                                 Delaware

TriBlora Indonesia B.V.                       Netherlands

Triton Air Holdings, Inc.                     Delaware

Triton Algeria, Inc.                          Cayman Islands

Triton Angola, Inc.                           Cayman Islands

Triton Asia Holdings, Inc.                    Cayman Islands

Triton Australia, Inc.                        Cayman Islands      Australia

Triton Brazil, Inc.                           Cayman Islands

Triton Cambodia, Inc.                         Cayman Islands

Triton China Resources, Inc.                  Cayman Islands

Triton China, Inc. LLC                        Cayman Islands

Triton Colombia, Inc.                         Cayman Islands      Colombia

Triton Domestic Oil & Gas Corp.               Nevada

Triton Ecuador, Inc. LLC                      Cayman Islands

Triton Energy Corporation                     Delaware            Texas

Triton Equatorial Guinea  Inc.                Cayman Islands      [Equatorial Guinea
                                                                   in process]

Triton Exploration (Malaysia) Sdn. Bhd.       Malaysia

Triton  Exploration Services, Inc.            Delaware           Texas

Triton Financial Services, Inc.               Cayman Islands

Triton Gabon (Tolo) Inc.                      Cayman Islands

Triton Guatemala S.A.                         B.V.I.


Triton Hellas Exploration and Exploitation
of Hydrocarbons Anonymous Industrial
Technical  and  Commercial  Company           Greece

Triton Holdings (U.K.) Limited                U.K.

Triton Indonesia Resources, Inc.              Cayman Islands

Triton Indonesia, Inc.                        Delaware

Triton International Finance, Inc.            Cayman Islands

Triton International Oil Corporation, a
Delaware  corporation                         Delaware

Triton International Petroleum, Inc.          Cayman Islands

Triton Italy, Inc.                            Cayman Islands      Italy

Triton Madagascar, Inc.                       Cayman Islands      Madagascar

Triton Mediterranean Oil & Gas N.V.           Netherlands

Triton Oil (GB) Limited                       U.K.

Triton Oil & Gas GmbH                         Germany

Triton Oman Resources, Inc.                   Cayman Islands      Oman

Triton Oman, Inc.                             Cayman Islands

Triton Pipeline Colombia, Inc.                Cayman Islands

Triton Resources (UK) Limited                 U.K.

Triton Resources Argentina, Inc.              Cayman Islands

Triton Tunisia, Inc.                          Cayman Islands

Triton Ventures, Inc.                         Cayman Islands


</TABLE>

    Also  own  50%  of  Triton  International Oil Corporation, a Cayman
Islands company,  which  owns  100%  of:

    Triton Oil Company of Thailand (JDA) Limited, incorporated in Cayman
    Islands and qualified  in  Malaysia,  Thailand,  and

    Triton  Oil Company of Thailand Ltd. Co., incorporated in Texas and
    qualified in Thailand,  which  owns  50%  of  :

    Carigali-Triton  Operating  Co.  SDN.BHD,  a  Malaysia  corporation