EXHIBIT 10.48





                              TRITON ENERGY LIMITED
                AMENDED AND RESTATED 1997 SHARE COMPENSATION PLAN


     Triton  Energy  Limited  (the "Company") hereby establishes its Amended and
Restated 1997 Share Compensation Plan. Capitalized terms used herein are defined
in  Article  I.  This Plan amends and restates the 1997 Share Compensation Plan,
initially adopted by the Company in 1997, as amended and restated by the Company
in  December  1998.

     The purpose of the Plan is to help the Company and its Subsidiaries attract
and  retain Directors, Employees and Advisors and to provide such persons with a
proprietary interest in the Company, which will (a) increase the interest of the
Directors,  Employees  and  Advisors  in  the  Company's welfare; (b) furnish an
incentive  to  the  Directors, Employees and Advisors to continue their services
for  the Company or its Subsidiaries; and  (c) provide a means through which the
Company  or  its  Subsidiaries  may  attract able persons to enter its employ or
serve  as  Directors,  Employees  or  Advisors.

                                    ARTICLE I
                                   Definitions
                                   -----------

     For  the  purpose  of this Plan, unless the context requires otherwise, the
following  terms  shall  have  the  meanings  indicated:

          "Advisor"  means any person performing services for the Company or any
Subsidiary  of  the  Company,  with or without compensation, to whom the Company
chooses  to  grant Stock Options or to whom the Company chooses to issue Elected
Shares or Restricted Shares in accordance with the Plan, provided that bona fide
                                                                       ---- ----
services must be rendered by such person and such services shall not be rendered
in  connection  with  the  offer  or  sale  of  securities  in a capital-raising
transaction.

          "Board"  means  the  Board  of Directors of the Company as constituted
from  time  to  time.

          "Cause"  means  an  act  or  acts  involving  a felony, fraud, willful
misconduct,  the commission of any act that causes or reasonably may be expected
to  cause  substantial  injury  to  the  Company, or other good cause.  The term
"other  good  cause"  shall  include,  but  shall  not  be  limited to, habitual
impertinence, a pattern of conduct that tends to hold the Company up to ridicule
in  the  community,  conduct disloyal to the Company, conviction of any crime of
moral  turpitude,  and  substantial  dependence,  as judged by the Committee, on
alcohol  or  any  controlled  substance.  To  the extent that a Participant is a
party  to a written employment agreement with the Company or any Subsidiary that
contains  a provision setting forth consequences for termination for cause and a
definition  of  cause,  such  definition  shall control with respect to benefits
granted  hereunder.

          "Change  in  Control"  means  the  occurrence  of any of the following
events:  (i)  there shall be consummated (x) any consolidation, amalgamation  or
merger  of  the  Company  in  which  (I)  the  Company  is not the continuing or
surviving  corporation  or (II) where the Company is the continuing or surviving
corporation,  the Company's Ordinary Shares outstanding immediately prior to the
merger  would  be  converted  into  cash,  securities  or other property, or the
holders  of  the Company's Ordinary Shares immediately prior to the merger would
represent  less  than  a  majority of the common stock or ordinary shares of the
surviving  corporation  immediately  after  the  merger, or (y) any sale, lease,
exchange  or  other  transfer  (excluding  transfer  by  way  of  pledge  or
hypothecation),  in one transaction or a series of related transactions, of all,
or substantially all, of the assets of the Company, (ii) the shareholders of the
Company  approve  any plan or proposal for the liquidation or dissolution of the
Company,  (iii)  any  "person"  (as  such  term is defined in Section 3(a)(9) or
Section  13(d)(3)  under  the  1934 Act) or any "group" (as such term is used in
Rule  13d-5  promulgated  under  the  1934  Act),  other than the Company or any
successor  of  the Company or any Subsidiary or any employee benefit plan of the
Company  or any Subsidiary (including such plan's trustee), becomes, without the
prior  approval  of  the  Board,  a  beneficial owner for purposes of Rule 13d-3
promulgated  under  the  1934  Act, directly or indirectly, of securities of the
Company  representing 25.0% or more of the Company's then outstanding securities
having  the  right  to vote in the election of Directors of the Company, or (iv)
during any period of two consecutive years, individuals who, at the beginning of
such  period  constituted  the  entire  Board,  cease for any reason (other than
death)  to  constitute  a  majority  of the Directors of the Company, unless the
election, or the nomination for election, by the Company's shareholders, of each
new Director of the Company was approved by a vote of at least two-thirds of the
Directors  of the Company then still in office who were Directors of the Company
at  the  beginning  of  the  period.

          "Code"  means  the  Internal  Revenue  Code  of  1986,  as  amended.

          "Committee"  means the committee or committees appointed or designated
by  the  Board  or another Committee in accordance with Section 2.1 of the Plan.

          "Date  of  Grant"  means the effective date on which a Stock Option is
awarded  to  a  Director,  Employee, or Advisor as set forth in the Stock Option
Agreement.

          "Director"  means  a  member  of  the  Board.

          "Disability"  means  an event whereby a Participant is rendered unable
to  engage  in  any  substantial  gainful  activity  by  reason of any medically
determinable physical or mental impairment in accordance with policies as may be
determined  from  time  to  time  by  the  Committee.

          "Elected Share Agreement" means an agreement between the Company and a
Participant  with  respect  to  the  issuance  of  Elected  Shares.

          "Elected  Shares"  means Ordinary Shares issued to a Participant under
Article  IV.

          "Employee"  means  an  employee  of  the Company or of any Subsidiary.

          "Fair  Market Value" of an Ordinary Share means (i) the closing  price
per  share  on  the  principal  stock  exchange on which the Ordinary Shares are
traded,  or (ii) if not listed for trading on a stock exchange, the mean between
the  closing  or  average (as the case may be) bid and asked prices per Ordinary
Share  on  the  over-the-counter  market,  whichever  is  applicable.

          "Incentive  Stock  Option" means an option to purchase Ordinary Shares
granted  to  a  Participant and which is intended to be treated as an "incentive
stock  option"  under  Section  422  of  the  Code.

          "1934  Act"  means  the  Securities  Exchange Act of 1934, as amended.

          "Non-Employee  Director" means a Director of the Company who is not an
Employee.

          "Nonqualified  Stock  Option"  means  any  Stock  Option that does not
qualify  as  an  Incentive  Stock  Option.

          "Ordinary Shares" means the Ordinary Shares, par value $.01 per share,
of  the  Company  or  in  the  event  that  the  outstanding Ordinary Shares are
hereafter  changed  into  or  exchanged  for  shares  or other securities of the
Company  or  another  issuer,  such  other  shares  or  securities.

          "Participant"  means  any Employee, Director or Advisor who is, or who
is  proposed  to be, a recipient of a Stock Option, Elected Shares or Restricted
Shares.

          "Plan"  means this Triton Energy Limited 1997 Share Compensation Plan,
as  amended  from  time  to  time.

          "Restricted  Shares"  means  Ordinary  Shares  issued to a Participant
pursuant  to  Article  VII.

          "Retirement"  of  a  Participant  shall  be deemed to be retirement in
accordance  with  policies  as  may  be  determined  from  time  to  time by the
Committee.

          "Restricted  Share  Agreement"  means an agreement between the Company
and  a  Participant  with  respect  to  the  issuance  of  Restricted  Shares.

          "Rule  16b-3"  means  Rule  16b-3  promulgated  under the 1934 Act, as
amended  from  time  to  time,  or  any  successor  provision.

          "Section  162(m)" means Section 162(m) of the Code and the regulations
promulgated  thereunder  from  time  to  time.

          "Section  162(m)  Exception"  means the exception under Section 162(m)
for  "qualified  performance-based  compensation."

          "Stock  Options"  means  any  and  all  Incentive  Stock  Options  and
Nonqualified  Stock  Options  granted  pursuant  to  Article  V  of  the  Plan.

          "Stock  Option Agreement" means an agreement between the Company and a
Participant  with  respect  to  one  or  more  Stock  Options.

          "Subsidiary"  means  any  corporation  in  an  unbroken  chain  of
corporations  beginning  with the Company if each of the corporations other than
the  last corporation in the unbroken chain owns stock possessing 50% or more of
the  total  combined  voting  power  of all classes of stock in one of the other
corporations  in  the  chain, and "Subsidiaries" means more than one of any such
corporations.


                                   ARTICLE II
                           Administration; Eligibility
                           ---------------------------

     2.1     Administration.  The  Plan  shall be administered by a committee or
             --------------
committees  of  Directors appointed by the Board, each of which may delegate all
or  any  of  a  portion of its powers with respect to the Plan to a committee of
Directors,  whether  or  not  then serving on the appointing committee; provided
that,  with  respect  to  any  Stock  Option  that  is  intended  to satisfy the
requirements of the Section 162(m) Exception, such committee shall consist of at
least  such number of Directors as are required from time to time to satisfy the
Section  162(m)  Exception,  and  each such committee member shall qualify as an
"outside director" within the meaning of Section 162(m).  Any member of any such
committee  may  be  removed at any time, with or without cause, by resolution of
the  Board.  Any  vacancy  occurring  in  the membership of the committee may be
filled  by  appointment  by  the  Board.

     The  Committee shall select one of its members (if more than one) to act as
its  Chairman, and shall make such rules and regulations for its operation as it
deems  appropriate.  A  majority  of the Committee shall constitute a quorum and
the  act  of  a majority of the members of the Committee present at a meeting at
which  a  quorum  is  present shall be the act of the Committee.  Subject to the
terms  hereof, the Committee shall have complete discretion and authority to (i)
designate  from  time  to time the persons to whom Stock Options will be granted
and  Elected  Shares  and  Restricted  Shares will be issued, (ii) interpret the
Plan, (iii) prescribe, amend, and rescind any rules and regulations necessary or
appropriate  for the administration of the Plan, to determine the terms, details
and  provisions  of  each  Stock  Option  Agreement, Elected Share Agreement and
Restricted  Share  Agreement,  (iv)  modify or amend any Stock Option Agreement,
Elected Share Agreement and Restricted Share Agreement or modify, amend or waive
any  terms,  conditions  or restrictions applicable to any Stock Option, Elected
Shares or Restricted Shares, and (v) make such other determinations and, subject
to  the  terms  of  the  Plan,  take  such other action as it deems necessary or
advisable.  In  this  regard,  the Committee shall consider and give appropriate
weight  to input from representatives of management of the Company regarding the
contributions  or  potential  contributions  to  the  Company  of certain of the
Participants  or  potential  Participants.  Except  as  provided  below,  any
interpretation,  determination,  or  other action made or taken by the Committee
shall be final, binding, and conclusive on all interested parties, including the
Company  and  all  Participants.

     2.2     Eligibility.  Any  Director,  Employee  and Advisor whose judgment,
             -----------
initiative,  and  efforts  contributed  or  may be expected to contribute to the
successful  performance  of  the Company is eligible to participate in the Plan;
provided  that  only  Employees  shall  be  eligible  to receive Incentive Stock
Options.  The  Committee's  determinations  under  the  Plan  (including without
limitation  determinations  of  which  persons,  if  any,  are  to receive Stock
Options,  Elected  Shares  and Restricted Shares, the form, amount and timing of
such  Stock  Options,  Elected  Shares  and  Restricted  Shares,  the  terms and
provisions  of  such Stock Options, Elected Shares and Restricted Shares and any
agreements  evidencing  same)  need  not  be  uniform  and  may  be  made  by it
selectively  among  Employees,  Directors  and/or  Advisors  who receive, or are
eligible  to  receive, Stock Options, Elected Shares and Restricted Shares under
the  Plan.

                                   ARTICLE III
                             Shares Subject to Plan
                             ----------------------

     The  Committee  may  not  grant  Stock  Options  or issue Elected Shares or
Restricted Shares under the Plan for more than 2,600,000 Ordinary Shares, in the
aggregate  (as may be adjusted in accordance with Article XI or XII hereof), and
no Participant shall be eligible to receive more than 50% of such shares. Shares
to  be  distributed  and  sold  may be made available from either authorized but
unissued Ordinary Shares or Ordinary Shares held by the Company in its treasury.
Shares  that  by  reason of the expiration or unexercised termination of a Stock
Option or forfeited Elected Shares or Restricted Shares are no longer subject to
issuance  to  the  Participant  may  be  reofferred  under  the  Plan.

                                   ARTICLE IV
                                 Elected Shares
                                 --------------

     4.1     Eligibility. The Committee shall have complete discretion to select
             -----------
the  particular  Directors, Employees and Advisors to whom Elected Shares may be
issued,  if any; provided that Non-Employee Directors are automatically eligible
to  elect  to  receive  Elected  Shares  as  provided  under  this  Article  IV.

     4.2     Election  to  Receive Elected Shares.  Each Participant eligible to
             ------------------------------------
receive  Elected  Shares may make an irrevocable election (an "Election") either
(a)  to  receive  a  grant  of  Ordinary  Shares  in  a number determined by the
Committee  from time to time in an amount or amounts determined by the Committee
(whether  in  a  fixed  amount  or by formula) or (b) not to participate in this
Article  IV.  With  respect to the participation by Non-Employee Directors, each
such  Director  is  automatically  eligible to elect to receive a grant of 1,000
Elected  Shares  in  conjunction  with  an  election to receive a grant of Stock
Options  to purchase 10,000 Ordinary Shares pursuant to Section 5.7 of the Plan,
except  as  provided  in  Section  5.7  of  the  Plan.

     4.3     Written  Election.  Unless  the  Committee  otherwise provides, any
             -----------------
Participant  eligible  for Elected Shares and electing to participate shall make
his  or her election in writing delivered to the Secretary of the Company (which
written election may be in the form of an Elected Share Agreement) no later than
January  31  of  the  year with respect to which such Participant's compensation
will  be  applied  toward  the  issuance  of  Elected Shares; provided that with
respect  to  Non-Employee  Directors  electing to participate for the 1997 year,
such  election  shall  be made no later than May 15, 1997; and provided further,
that  with  respect to Non-Employee Directors elected to the Board for the first
time, such election shall be made no later than ten (10) days following the date
of his or her election to the Board. A Participant participating in this Article
IV  may  revoke  or change his or her election by filing a new election with the
Secretary  of the Company. Any revocation or change in election by a Participant
shall  not  be  effective  for any period with respected to which Elected Shares
have  been  issued  to  such  Participant.

     4.4     Issuance  of  Shares.  Unless  the Committee otherwise provides and
             --------------------
except as provided below with respect to Non-Employee Directors, on each date on
which  a  payment of compensation to a Participant is due, Ordinary Shares shall
be  issued to such Participant in an amount determined by the Committee pursuant
to  Section  4.1. With respect to each Non-Employee Director electing to receive
Elected  Shares  pursuant to Section 4.2, the Ordinary Shares shall be issued on
such  date  as  the  Committee may specify,, or as soon thereafter is reasonably
practicable  (although  the  date specified by the Committee shall be deemed the
date  of  issuance);  provided  that,  with  respect  to  Non-Employee Directors
electing to participate for the 1997 year, 1,000 Ordinary Shares shall be issued
on  such  date  as  any  necessary  prior  approvals  are  obtained,  or as soon
thereafter  as  is  reasonably  practicable  (although the date specified in the
applicable  Elected  Share  Agreement shall be deemed the date of issuance); and
provided  further,  that  with respect to a Non-Employee Director elected to the
Board  for  the first time who elects to participate for the year in which he or
she is elected, 1,000 shares shall be issued on such date as any necessary prior
approvals  are  obtained,  or  as  soon  thereafter  is  reasonably  practicable
(although  the date of delivery of his or her election to the Plan Administrator
shall  be  deemed  the  date  of issuance). All Electing Shares issued or deemed
issued  pursuant to this Article IV shall be deemed outstanding for all purposes
as  of the date of their deemed issuance; provided that, with respect to Elected
Shares issued to Non-Employee Directors pursuant to this Section 4.4, unless the
Committee  otherwise specifies, for a period of one year from the date of deemed
issuance,  such  Elected  Shares  shall  not  be  sold, transferred or otherwise
disposed  of, and shall not be pledged or otherwise hypothecated, and if for any
reason other than death, disability or Retirement, such Non-Employee Director is
not a Director of the Company at the end of such one-year term, then such shares
shall  be  forfeited and returned to the Company. The issuance of Elected Shares
shall be evidenced by Elected Share Agreements setting forth the total number of
shares  to  be  issued  and such other terms, restrictions and provisions as are
consistent  with  the  Plan.


                                    ARTICLE V
                                  Stock Options
                                  -------------

     5.1     Eligibility.  The  Committee  shall,  from time to time, select the
             -----------
particular  Directors, Employees and Advisors to whom the Stock Options provided
under  this  Article  V  are  to  be  granted.

     5.2     Grant  of  Stock  Options.  All  grants of Stock Options under this
             -------------------------
Article  V  shall be awarded by the Committee at such times and for such amounts
as the Committee may determine. In the discretion of the Committee, any grant to
an  Employee  may  be  in  the form of an Incentive Stock Option (subject to the
requirements  of  the  Code).  The  grant of Stock Options shall be evidenced by
Stock Option Agreements setting forth the total number of shares subject to each
Stock  Option, the option exercise price, the term of the Stock Option, and such
other  terms  and  provisions  as  are  consistent  with  the  Plan.

     5.3     Option  Exercise  Price.  The  exercise  price  for  a Stock Option
             -----------------------
granted  under  this Article V shall be determined by the Committee and shall be
an  amount not less than 100% of the Fair Market Value per Ordinary Share on the
Date  of  Grant.  Notwithstanding  anything to the contrary in this Section 5.3,
the exercise price of each Stock Option granted under the Plan shall not be less
than  the  par  value  per  share  of  an  Ordinary  Share.

     5.4     Option  Period.  The  option  period  for each Stock Option granted
             --------------
under  this Article V will begin and terminate on the respective dates specified
by  the  Committee.  No  Stock Option granted under the Plan may be exercised at
any  time  after  its term. The Committee may provide that Stock Options granted
under  this  Article  V  may vest and be exercised in installments and upon such
terms,  conditions  and  restrictions  as  it  may  determine.

     5.5     Payment.  Full  payment  for  shares  purchased  upon exercise of a
             -------
Stock  Option  shall  be made (i) in cash, (ii) by certified or cashier's check,
(iii)  if  permitted  by the Committee, by Ordinary Shares, (iv) if permitted by
the  Committee,  and  if  permitted  under  applicable  law,  by  delivery  of a
promissory  note  for  the  purchase  price,  which  note shall provide for full
personal  liability  of  the  maker  and  shall  contain  such  other  terms and
provisions  as  the  Committee  may  determine, including without limitation the
right  to  repay  the  note  partially  or  wholly  with Ordinary Shares, (v) by
delivery  of a copy of irrevocable instructions from the Participant to a broker
or  dealer,  reasonably acceptable to the Company, to sell certain of the shares
purchased  upon exercise of the Stock Option or to pledge them as collateral for
a  loan  and promptly deliver to the Company the amount of sale or loan proceeds
necessary  to pay such purchase price or (vi) if permitted by the Committee, and
to  the  extent  permitted  under  applicable  law,  by  any  combination of the
foregoing.  If  any portion of the purchase price or a note given at the time of
exercise  is  paid  in Ordinary Shares, those shares shall be valued at the then
Fair  Market  Value.

     5.6     Exercise of Stock Option.  Stock Options granted under the Plan may
             ------------------------
be  exercised  during  the  option period, at such times and in such amounts, in
accordance with the terms and conditions and subject to such restrictions as are
set  forth  herein  and  in  the  applicable  Stock  Option  Agreements.

     The  Committee  shall  have  the  right to accelerate the time at which any
Stock  Option  granted under this Article V shall become vested and exercisable.

     Subject  to  such administrative regulations as the Committee may from time
to  time adopt, a Stock Option will be deemed exercised for purposes of the Plan
when  (i)  written  notice  of  exercise has been received by the Company (which
notice  shall  set forth the number of Ordinary Shares with respect to which the
Stock  Option  is  to  be  exercised  and the date of exercise thereof) and (ii)
payment  of  the  Option Exercise Price is received by the Company in accordance
with  Section  5.5  above; provided that, with respect to a cashless exercise of
any  Stock  Option  (in  accordance  with clause (v) of Section 5.5 above), such
Stock  Option  will  be deemed exercised for purposes of the Plan on the date of
sale  of  the  Ordinary  Shares  received  upon  exercise.

     5.7     Automatic  Grant  of  Stock  Options.
             ------------------------------------

     (a) Grant of Stock Options. In addition to the options provided for in this
         ----------------------
Article V, throughout the term of this Plan, on such date or dates in January of
each year as the Committee may specify (and the Committee shall specify the Date
of  Grant  or the manner in which the Date of Grant shall be determined based on
the  election  by each Non-Employee Director), each Non-Employee Director of the
Company  shall  be  entitled to elect to receive either (i) 1,000 Elected Shares
pursuant  to Section 4.2 of the Plan and a Nonqualified Stock Option to purchase
10,000  Ordinary  Shares  or (ii) a Nonqualified Stock Option to purchase 15,000
Ordinary  Shares.  In  addition,  if a person is first appointed or elected as a
Non-Employee  Director  other  than  at  a  date that would permit him or her to
participate  in  the  election  provided in the first sentence of this paragraph
(a),  then on the date of such appointment or election the Committee shall grant
to  such  Non-Employee  Director  a Nonqualified Stock Option to purchase 15,000
Ordinary  Shares.  Notwithstanding anything in the foregoing to the contrary, in
no  event  shall  any  Holder  Designee (as defined in that certain Shareholders
Agreement dated as of September 30,  1998  between the Company and HM4 Triton,
L.P.) who is an employee, principal or director of HM4 Triton, L.P. or Hicks,
Muse, Tate & Furst Incorporated be  entitled  to  elect to receive Elected
Shares pursuant to the second sentence of Section 4.2 of the Plan  or
Stock  Options  pursuant to this Section 5.7(a), whether on an annual basis  or
upon  his  or  her  first  appointment  or election as a Non-Employee Director.

     (b)  Option  Exercise Price.  The exercise price for a Stock Option granted
          ----------------------
under  this  Section  5.7  shall be equal to 100% of the Fair Market Value of an
Ordinary  Share  on the Date of Grant.  Notwithstanding anything to the contrary
in  this  paragraph, the exercise price of each Stock Option granted pursuant to
this  Section  5.7  shall  not  be less than the par value of an Ordinary Share.

     (c)  Option  Period.  The option period for each Stock Option granted under
          --------------
this  Section  5.7  will  terminate  ten years from the Date of Grant.  No Stock
Option  granted  under  this  Section 5.7 may be exercised at any time after its
term.

     (d)  Exercise  of  Stock  Option.  Except  only  as  specifically  provided
          ---------------------------
elsewhere  in  this  Plan  and  as set forth in any Stock Option Agreement, each
Stock  Option  granted  under  this  Section  5.7  shall  be  fully  vested  and
exercisable  as  to  all  of  the Ordinary Shares covered thereby on the Date of
Grant.


                                   ARTICLE VI
                     Limitations on Incentive Stock Options
                     --------------------------------------

     Notwithstanding  the terms of Article V hereof, the following provisions of
this  Article  VI  shall  apply to all Incentive Stock Options granted under the
Plan.

     6.1     Stock  Ownership  Limitation.  In  the  case  of an Incentive Stock
             ----------------------------
Option,  the  Stock  Option  Agreement  shall  include  provisions  that  may be
necessary to assure that the option is an incentive stock option under the Code.
No  Incentive  Stock Option may be granted to an Employee who owns more than 10%
of  the  total  combined voting power of all classes of shares of the Company or
its  Subsidiaries.  This  limitation  will  not  apply if the option price is at
least  110% of the fair market value of the Ordinary Shares on the Date of Grant
and  the  option is not exercisable more than five years from the Date of Grant.

     6.2     Limitation  on  Exercise of Incentive Stock Options.  To the extent
             ---------------------------------------------------
required  by  the  Code  for  incentive stock options, the exercise of Incentive
Stock  Options  granted under the Plan shall be subject to the $100,000 calendar
year  limit  as  set  forth  in  Section  422(d)  of  the  Code.

     6.3     Limitation  on  Incentive  Stock  Option  Characterization.  To the
             ----------------------------------------------------------
extent that any Stock Option fails to qualify as an Incentive Stock Option, such
Stock  Option  will  be  considered  a  Nonqualified  Stock  Option.


                                   ARTICLE VII
                                RESTRICTED SHARES
                                -----------------

     Section  7.1     Eligibility.  The Committee shall have complete discretion
                      -----------
to  select  the  particular Directors, Employees and Advisors to whom Restricted
Shares  may  be  issued,  if  any.

     Section  7.2     Transfer  Restrictions.  Subject  to the terms, provisions
                      ----------------------
and  conditions  of  the  Plan,  the  Committee  shall, upon the approval of the
issuance  of  Restricted  Shares, determine the number of shares to be issued to
each  Participant  and  to  prescribe the form of the instruments evidencing any
issuance  of  Restricted  Shares  and  the  legend, if any, to be affixed to the
certificates  representing  Restricted  Shares.  Restricted  Shares shall not be
sold,  transferred  or  otherwise  disposed  of,  and  shall  not  be pledged or
otherwise  hypothecated (any such sale, transfer or other disposition, pledge or
other hypothecation being referred to as "to dispose of" or a "disposition"), by
any  Participant  except  as  permitted  under  any  conditions  imposed  by the
Committee in connection with the issuance thereof. The Committee may require any
Participant  to  whom Restricted Shares are issued to execute and deliver to the
Company a stock power in blank with respect to the shares issued and may require
that  the  Company retain possession of the certificates for shares with respect
to  which  the  restrictions  have  not  lapsed.

     Section  7.3     Notice  to  Company  of  Section  83(b)  Election.  Any
                      -------------------------------------------------
Participant  who  exercises the election under Section 83(b) of the Code to have
his receipt of shares of Restricted Shares taxed currently without regard to the
restrictions  shall give notice to the Company of such election immediately upon
making  the  election.  Such  an election must be made within thirty days of the
effective  date of issuance and cannot be revoked except with the consent of the
Internal  Revenue  Service,  as  required  by the treasury regulations under the
Code.

     Section 7.4     Withholding.  The Company is authorized to withhold any tax
                     -----------
required  to  be  withheld from the amount considered as taxable compensation to
the  Participant.  In  the event that funds are not otherwise available to cover
any  required withholding tax, the Participant shall be required to provide such
funds  before  shares  shall  be  issued  to  him.


                                  ARTICLE VIII
                      Termination of Employment or Service
                      ------------------------------------

     In the event a Participant who is an Employee shall cease to be employed by
the Company or a Subsidiary, or a Participant who is a Director or Advisor shall
cease  to  serve  as  a  Director  or  Advisor, for any reason other than death,
Retirement, Disability or for Cause, (i) the Committee shall have the ability to
accelerate  the  vesting  of the Participant's Stock Option and the lapse of any
transfer restrictions imposed on Restricted Shares or Elected Shares in its sole
discretion,  and  (ii)  such Participant's Stock Option shall be exercisable (to
the  extent exercisable on the date of termination of employment or service as a
Director  or  Advisor,  or, if the Committee, in its discretion, has accelerated
the  vesting  of  such  Stock  Option,  to the extent exercisable following such
acceleration) (a) if such Stock Option is an Incentive Stock Option, at any time
within  three  months after the date of termination of employment, unless by its
terms  the  Stock  Option  expires  earlier;  or  (b)  if such Stock Option is a
Nonqualified  Stock  Option,  at  any  time  within  one  year after the date of
termination  of  employment  or  service as a Director or Advisor, unless by its
terms  the  Stock  Option expires earlier or unless the Committee agrees, in its
sole  discretion,  to further extend the term of such Nonqualified Stock Option.
In  addition,  a  Participant's  Stock  Option may be exercised and any transfer
restrictions  imposed  on  a  Participant's Restricted Shares and Elected Shares
shall  lapse  as  follows  in  the  event such Participant ceases to serve as an
Employee, Director or Advisor due to death, Disability, Retirement or for Cause:

     (a)     Death.  Except as otherwise limited by the Committee at the time of
             -----
the  grant  of  a  Stock  Option or the issuance of Elected Shares or Restricted
Shares,  if a Participant dies while employed by the Company or a Subsidiary, or
while  serving as a Director or Advisor, or within three months after ceasing to
be  an Employee, Director or Advisor, his Stock Option shall become fully vested
and  exercisable  on  the  date  of  his  death  and  shall  expire  three years
thereafter,  unless  by  its terms it expires sooner or the Committee agrees, in
its sole discretion, to further extend the term of such Stock Option (other than
an  Incentive  Stock  Option),  and  any  transfer  restrictions  imposed  on  a
Participant's  Restricted  Shares  or  Elected  Shares shall lapse.  During such
period,  the  Stock Option may be fully exercised, to the extent that it remains
unexercised  on  the date of death, by the Participant's personal representative
or  by  the distributees to whom the Participant's rights under the Stock Option
shall  pass  by  will  or  by  the  laws  of  descent  and  distribution.

     (b)     Retirement.  If  a Participant ceases to be employed by the Company
             ----------
or  a  Subsidiary,  or  ceases to serve as a Director or Advisor, as a result of
Retirement,  (i)  the Committee shall have the ability to accelerate the vesting
of  the  Participant's  Stock  Option and the lapse of any transfer restrictions
imposed  on Restricted Shares or Elected Shares in its sole discretion, and (ii)
the  Participant's  Stock Option shall be exercisable (to the extent exercisable
on the effective date of such retirement or, if the vesting of such Stock Option
has been accelerated, to the extent exercisable following such acceleration) (a)
if  such  Stock  Option  is  an Incentive Stock Option, at any time three months
after  the  effective  date  of  such  Retirement, unless by its terms the Stock
Option  expires  earlier,  and  (b) if such Stock Option is a Nonqualified Stock
Option  at any time within one year after the effective date of such Retirement,
unless  by its terms the Stock Option expires sooner or the Committee agrees, in
its  sole  discretion,  to  further  extend  the term of such Nonqualified Stock
Option.

     (c)     Disability.  If  a Participant ceases to be employed by the Company
             ----------
or  a  Subsidiary,  or  ceases to serve as a Director or Advisor, as a result of
Disability,  the  Participant's  Stock  Option  shall  become  fully  vested and
exercisable  and  shall  expire  12  months  thereafter,  unless by its terms it
expires  sooner  or,  unless  the  Committee  agrees, in its sole discretion, to
extend the term of such Stock Option (other than an Incentive Stock Option), and
any  transfer  restrictions  imposed  on  a  Participant's  Restricted Shares or
Elected  Shares  shall  lapse.

     (d)     Cause.  If  a Participant ceases to be employed by the Company or a
             -----
Subsidiary, or ceases to serve as a Director or Advisor, because the Participant
is  terminated  for  Cause,  the  Participant's Stock Option shall automatically
expire,  and  any  Restricted Shares and Elected Shares as to which the transfer
restrictions  imposed thereon have not lapsed shall be returned and forfeited to
the  Company,  unless  the  Committee  otherwise  agrees in its sole discretion.

Notwithstanding  anything  in the foregoing to the contrary, with respect to any
Nonqualified Stock Option granted to a Non-Employee Director pursuant to Section
5.7,  if  a Participant ceases to serve as a Director for any reason (other than
removal  for Cause), such Nonqualified Stock Option shall remain exercisable for
a  period  of  five years thereafter, unless by its terms the Nonqualified Stock
Option  expires  sooner  or  the  Committee  agrees,  in its sole discretion, to
further  extend  the  term  of  such  Nonqualified  Stock  Option.


                                   ARTICLE IX
                           Amendment or Discontinuance
                           ---------------------------

     The  Plan  may  be  amended  or discontinued by the Board or the Committee,
without  the  approval  of  the  shareholders  or Participants; provided that no
termination or amendment of the Plan may, without the consent of the Participant
to  whom  any  Stock  Option  has  theretofore been granted or Elected Shares or
Restricted  Shares  have  been  issued,  adversely  affect  the  rights  of such
Participant  with  respect  to  such  Stock Option, Elected Shares or Restricted
Shares.


                                    ARTICLE X
                                      Term
                                      ----

     The  Plan  may  be  terminated  at  any  time by action of the Board or the
Committee; provided that such termination will not adversely affect the terms of
any  outstanding  Stock  Options,  Restricted  Shares  or  Elected  Shares.


                                   ARTICLE XI
                               Capital Adjustments
                               -------------------

     If at any time while the Plan is in effect or unexercised Stock Options are
outstanding  there shall be any increase or decrease in the number of issued and
outstanding  Ordinary  Shares,  or  there  shall  be  a change in the issued and
outstanding  Ordinary  Shares,  through  the  declaration of a share dividend or
through  any recapitalization, stock split, combination, or exchange of Ordinary
Shares,  then  and  in  such  event:

          (i)     Any  Elected  Shares  and  Restricted  Shares issued or deemed
issued  hereunder  will be deemed outstanding and affected in the same manner as
the  outstanding Ordinary Shares (provided that any securities or other property
distributed  or  deemed  distributed  in respect of Restricted Shares or Elected
Shares  shall  be  subject  to  the  transfer  restrictions  then imposed on the
underlying  Restricted  Shares  or  Elected  Shares);

          (ii)     An appropriate adjustment shall be made in the maximum number
of  Ordinary  Shares  then subject to being awarded under grants pursuant to the
Plan,  to  the  end  that  the  same  proportion  of  the  Company's  issued and
outstanding  Ordinary  Shares  shall continue to be subject to being so awarded;
and

          (iii)     Appropriate  adjustments  shall  be  made  in  the number of
Ordinary  Shares  and  the  exercise  price  per  share  thereof then subject to
purchase  pursuant  to  each Stock Option previously granted and unexercised, to
the  end  that  the  same  proportion  of  the  Company's issued and outstanding
Ordinary  Shares  in  each instance shall remain subject to purchase at the same
aggregate  exercise  price.

     Any  fractional  shares resulting from any adjustment made pursuant to this
Article  XI  shall be rounded to the nearer whole share for the purposes of such
adjustment.  Except  as otherwise expressly provided herein, the issuance by the
Company  of  shares  of  any class, or securities convertible into shares of any
class,  either  in connection with direct sale or upon the exercise of rights or
warrants  to  subscribe therefor, or upon conversion of shares or obligations of
the  Company convertible into such shares or other securities, shall not affect,
and no adjustment by reason thereof shall be made with respect to, the number of
or  exercise  price of Ordinary Shares then subject to outstanding Stock Options
granted  under  the  Plan.

                                   ARTICLE XII
                   Recapitalization, Merger and Consolidation
                   ------------------------------------------

          (a)     The  existence  of  this  Plan shall not affect in any way the
right  or  power  of the Company or its shareholders to make or authorize any or
all  adjustments,  recapitalizations,  reorganizations  or  other changes in the
Company's  capital  structure  or its business, or any merger, share exchange or
consolidation  of  the  Company, or any issue of bonds, debentures, preferred or
prior  preference  shares  ranking  prior to or otherwise affecting the Ordinary
Shares  or  the  rights  thereof (or any rights, options or warrants to purchase
same), or the dissolution or liquidation of the Company, or any sale or transfer
of  all  or  any  part  of its assets or business, or any other corporate act or
proceeding,  whether  of  a  similar  character  or  otherwise.

          (b)     Subject  to  any  required  action by the shareholders, if the
Company  shall  be  the  surviving or resulting corporation in any merger, share
exchange  or consolidation, any outstanding Stock Option granted hereunder shall
pertain  to  and  apply to the securities or rights (including cash, property or
assets)  to which a holder of the number of Ordinary Shares subject to the Stock
Option  would  have  been  entitled.

          (c)     In  the  event  of any merger, share exchange or consolidation
pursuant  to  which  the  Company is not the surviving or resulting corporation,
there  shall  be  substituted for each Ordinary Share subject to the unexercised
portions of such outstanding Stock Option that number of shares of each class of
shares  or  other  securities  or that amount of cash, property or assets of the
surviving or consolidated company which were distributed or distributable to the
shareholders of the Company in respect of each Ordinary Share held by them, such
outstanding  Stock  Options  to  be  thereafter  exercisable  for  such  shares,
securities,  cash  or  property  in  accordance  with  their  terms.

          (d)     In  the  event  of  a  Change in Control of the Company, then,
notwithstanding  any other provision in the Plan to the contrary, the vesting of
all  unvested  installments  of  Stock  Options  outstanding  shall  thereupon
automatically be accelerated and all such Stock Options shall become exercisable
in  full and any transfer restrictions remaining applicable to Restricted Shares
shall  automatically  lapse.

          (e)     In  case the Company shall, at any time while any Stock Option
under  this  Plan  shall  be  in  force  and  remain  unexpired, (i) sell all or
substantially  all  of its property, or (ii) dissolve, liquidate, or wind up its
affairs,  then each Participant may thereafter receive upon exercise thereof (in
lieu  of each Ordinary Share  which such Participant would have been entitled to
receive)  the  same  kind  and  amount  of  any  securities  or assets as may be
issuable, distributable or payable upon any such sale, dissolution, liquidation,
or  winding  up  with  respect  to  each  Ordinary Share.  In the event that the
Company shall, at any time prior to the expiration of any Stock Option, make any
partial  distribution  of  its  assets  in  the nature of a partial liquidation,
spin-off  or  other special distribution, then the Committee may make or provide
for  such  adjustment  in  the  number of Ordinary Shares covered by outstanding
Stock  Options, in the exercise price applicable to such Stock Options and/or in
the  kind  of shares covered thereby that the Committee, in its sole discretion,
exercised in good faith, may determine is equitably required to prevent dilution
or  enlargement of rights of Participants that otherwise would result therefrom.

                                  ARTICLE XIII
                    Options in Substitution for Stock Options
                    -----------------------------------------
                          Granted by Other Corporations
                          -----------------------------

     Stock  Options  may  be  granted  under  the  Plan  from  time  to  time in
substitution  for stock options held by employees of a corporation who become or
are  about to become Employees of the Company or a Subsidiary as the result of a
merger  or  consolidation  of  the  employing  corporation with the Company or a
Subsidiary, the acquisition by either of the foregoing of stock of the employing
corporation  as  the  result  of  which  it  becomes  a  Subsidiary or a sale of
substantially  all  of  the  assets of the employing corporation.  The terms and
conditions  of  the  substitute  options  so granted may vary from the terms and
conditions set forth in this Plan to such extent as the Committee at the time of
grant may deem appropriate to conform, in whole or in part, to the provisions of
the  options  in  substitution  for  which  they  are  granted.

                                   ARTICLE XIV
                            Miscellaneous Provisions
                            ------------------------

     14.1     Transferability  of  Stock  Options.
              ------------------------------------

     (a)     Incentive  Stock  Options.  Incentive  Stock  Options  may  not  be
             -------------------------
transferred  or  assigned  other  than  by  will  or  the  laws  of  descent and
distribution and may be exercised during the lifetime of the Participant only by
the Participant or the Participant's legally authorized representative, and each
Stock Option Agreement in respect of an Incentive Stock Option shall so provide.
The designation by a Participant of a beneficiary will not constitute a transfer
of  the  Stock Option.  The Company may waive or modify any limitation contained
in  this  Section  that  is  not required for compliance with Section 422 of the
Code.

     (b)     Nonqualified  Stock  Options.  The  Committee  may,  in  its  sole
             ---------------------------
discretion,  provide  in any Stock Option Agreement with respect to Nonqualified
Stock  Options  (or in an amendment to any existing Stock Option Agreement) such
provisions  regarding  transferability  of the Nonqualified Stock Options as the
Committee,  in  its  sole  discretion,  deems  appropriate.

     14.2     Investment  Intent.  The  Company  may  require  that  there  be
              ------------------
presented  to  and  filed  with  it  by  any Participant(s) under the Plan, such
evidence as it may deem necessary to establish that the Stock Options granted or
the  Ordinary  Shares  to be issued, purchased or transferred are being acquired
for  investment  and  not  with  a  view  to  their  distribution.

     14.3     No Right to Continue Employment.  Nothing in the Plan or the grant
              -------------------------------
of  any  Stock Option or the issuance of any Elected Shares or Restricted Shares
confers upon any Director, Officer, Employee or Advisor the right to continue in
the  employ or service of the Company or interferes with or restricts in any way
the  right of the Company to discharge or remove any Director, Officer, Employee
or  Advisor  at  any  time  (subject  to  any  contract  rights of such person).

     14.4     Shareholders'  Rights.  The  holder  of  a Stock Option shall have
              ---------------------
none  of the rights or privileges of a shareholder except with respect to shares
which  have  been  actually  issued.

     14.5     Tax  Withholding.
              ----------------

          (a)     Whenever Ordinary Shares are to be issued in satisfaction of a
Stock  Option granted hereunder, the Company shall have the right to require the
Participant  to  remit  to  the Company an amount sufficient to satisfy federal,
state,  local  or  other  withholding  tax  requirements (whether so required to
secure  for the Company an otherwise available tax deduction or otherwise) prior
to  the  delivery  of  any  certificate  or  certificates  for  such  shares.

          (b)     When a Participant is required to pay to the Company an amount
required  to  be  withheld  under applicable tax laws in connection with a Stock
Option,  such payment may be made (i) in cash, (ii) by check, (iii) if permitted
by the Committee, by delivery to the Company of Ordinary Shares already owned by
the  Participant  having a Fair Market Value on the date the amount of tax to be
withheld is to be determined (the "Tax Date") equal to the amount required to be
withheld,  (iv)  if  permitted  by the Committee, through the withholding by the
Company  of  a  portion of the Ordinary Shares acquired upon the exercise of the
Stock  Options  having  a  Fair Market Value on the Tax Date equal to the amount
required  to  be  withheld,  or (v) in any other form of valid consideration, as
permitted  by  the  Committee  in  its  discretion.

          (c)     As  a  condition to the issuance of Ordinary Shares covered by
any  Incentive  Stock  Option, the Company may require the party exercising such
Stock  Option  to  give  a  written  representation  to  the  Company,  which is
satisfactory in form and substance to its counsel and upon which the Company may
reasonably  rely,  that  he or she will report to the Company any disposition of
such  shares prior to the expiration of the holding periods specified by Section
422(a)(1)  of  the Code.  If and to the extent that the realization of income in
such  a  disposition  imposes  upon  the  Company federal, state, local or other
withholding  tax requirements, or any such withholding is required to secure for
the  Company  an  otherwise  available tax deduction, the Company shall have the
right to require that the recipient remit to the Company an amount sufficient to
satisfy  those  requirements;  and the Company may require as a condition to the
issuance  of Ordinary Shares covered by an Incentive Stock Option that the party
exercising  such  Stock  Option  give  a  satisfactory  written  representation
promising  to  make  such  a  remittance.

     14.6     Indemnification of Board and Committee.  No member of the Board or
              --------------------------------------
the  Committee,  nor  any officer or Employee of the Company acting on behalf of
the  Board  or  the  Committee,  shall  be  personally  liable  for  any action,
determination, or interpretation taken or made in good faith with respect to the
Plan,  and all members of the Board or the Committee and each and any officer or
Employee of the Company acting on their behalf shall, to the extent permitted by
law,  be  fully  indemnified and protected by the Company in respect of any such
action,  determination  or  interpretation.

     14.7     Government  Regulations.  Notwithstanding  any  of  the provisions
              -----------------------
hereof, or of any written agreements evidencing Stock Options, Elected Shares or
Restricted  Shares granted or issued hereunder, the obligation of the Company to
issue, sell and deliver shares and remove any restrictions on any Elected Shares
or  Restricted  Shares  shall  be  subject  to  all  applicable  laws, rules and
regulations  and  to  such  approvals  by  any  government  agencies or national
securities exchanges as may be required.  The Participant shall not exercise any
Stock  Option,  and  the  Company  shall not be obligated to issue any shares or
remove  restrictions  on  any  Elected  Shares  or  Restricted  Shares,  if such
exercise, issuance or removal would constitute a violation by the Participant or
the  Company  of  any  provision  of  any  law or regulation of any governmental
authority  or  any  agreement  with  any  stock  exchange.

     IN  WITNESS  WHEREOF, the Company has caused this instrument to be executed
effective  as  of  the  2nd  day  of  December,  1998.

                                   TRITON  ENERGY  LIMITED


                                   By:     ______________________________
                                           James C. Musselman, President
                                             and Chief Executive  Officer

Attest:


______________________________
Robert  B.  Holland,  III,
Secretary