EXHIBIT 10.37


                                AMENDMENT  NO.  3
                              TO  CREDIT  AGREEMENT


     This  Amendment  No. 3 (this "Amendment") dated as of __________________,
1997,  to the Credit Agreement (as hereinafter defined) is hereby entered into
among  Triton  Colombia,  Inc.,  Triton  Energy  Corporation, NationsBank N.A.
(Carolinas)  ("Lender"),  and  the Export-Import Bank of the United States
("Eximbank").

     WHEREAS,  that  certain Agreement and Plan of Merger ("Merger Agreement")
dated  as  of  February  8,  1996, was entered into by and among Triton Energy
Corporation,  a  Delaware  corporation  ("Triton  Delaware"),  Triton  Energy
Limited,  a  Cayman  Island  company  and  a wholly-owned subsidiary of Triton
Delaware  ("Triton Cayman") and TEL Merger Corporation, a Delaware corporation
and  a  newly  formed  wholly-owned  subsidiary  of  Triton  Cayman;

     WHEREAS,  the  Merger Agreement provides for the reorganization of Triton
Delaware,  Triton Cayman and TEL Merger Corporation (the "Reorganization"), in
which TEL Merger Corporation merges into Triton Delaware, with Triton Delaware
as  the  surviving  corporation,  and whereby Triton Cayman becomes the parent
holding  company  of  Triton  Delaware;

     WHEREAS,  the  Board  of  Directors  of  Triton Delaware called a Special
Meeting  of  Stockholders  on  March  25,  1996, at which the  stockholders of
Triton  Delaware adopted and approved the Reorganization proposed by the Board
of  Directors  pursuant  to  the  terms  of  the  Merger  Agreement;

     WHEREAS,  under  Section  9.05(b) of the Credit Agreement (as hereinafter
defined), Triton Delaware covenanted and agreed to provide Eximbank and Lender
a  copy of its annual consolidated financial statements, including its balance
sheet,  statement  of income, and statement of cash flow, all to be audited by
an  independent  accounting  firm  acceptable  to  Eximbank.

     THEREFORE,  in  consideration  of  the  premises  and the noted agreement
contained  herein,  and for other good and valuable consideration, the receipt
and  sufficiency  which  are  hereby acknowledged, the parties hereto agree as
follows:

     Section  1.    Capitalized  Terms.   All capitalized terms shall have the
meaning  set forth in the credit agreement among Triton Colombia, Inc., Triton
Energy  Corporation,  Lender  and  Eximbank  (the  "Credit  Agreement").


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     Section  2.    Amendments  to  the  Credit  Agreement.    Subject to, and
effective  upon the occurrence of the conditions set forth in Section 3 below,
each of the parties hereto agree that the Credit Agreement shall be amended as
follows:

     The first and second sentences of Section 9.05(b) of the Credit Agreement
shall  be  deleted  and  the  following  sentences  shall  be  inserted:

     "Beginning  with  the  1997  fiscal year and continuing until all amounts
owing  under this Agreement and the Note(s) have been paid in full, furnish to
the  Lender  and Eximbank, within 180 days after the end of its fiscal year, a
copy  of  the  annual  consolidated financial statements of its parent holding
company,  Triton  Energy  Limited, a Cayman Islands company ("Triton Cayman"),
including  its balance sheet, statement of income, and statement of cash flow,
for  that  fiscal year, all of which shall have been audited by an independent
accounting  firm  acceptable  to  Eximbank.    All financial reports of Triton
Cayman  to  be  submitted  to  the  Lender  or  Eximbank  shall be prepared in
accordance  with generally accepted accounting principles in the United States
consistently  applied  ("GAAP"),  shall  be  in  the  English  language  (or
accompanied  by  an accurate English translation), shall include the auditor's
opinion  and  any  accompanying  notes  and shall fairly present the financial
condition  of  Triton Cayman and the results of its operations for the periods
covered.  Beginning with the 1997 fiscal year and continuing until all amounts
owing  under this Agreement and the Note(s) have been paid in full, furnish to
the  Lender  and Eximbank, within 180 days after the end of its fiscal year, a
copy  of  its  internally  generated  unaudited  annual  financial statements,
including  its balance sheet, statement of income, and statement of cash flow,
for  that  fiscal year, all of which shall be prepared in accordance with GAAP
(subject  to  the  absence  of  footnotes).

     Section  3.    Condition  to Effectiveness.  The Amendments to the Credit
Agreement set forth in Section 2 hereof shall become effective, as of the date
hereof,  upon  the  satisfaction  of the following condition to effectiveness:

     Amendment  No.  3.    Eximbank  shall  have received this Amendment, duly
executed  and  delivered  by Triton Colombia, Inc., Triton Energy Corporation,
the  Lender  and  Eximbank.

     Section 4.  Documents Otherwise Unchanged.  Except as herein provided and
as  provided  in  Amendment  Nos.  1  and  2  to  Credit Agreement, the Credit
Agreement  shall  remain  unchanged  and  in  full  force  and  effect.

     Section 5.  Counterparts.  This Amendment shall be binding upon and inure
to  the  benefit  of  the  parties  hereto and their respective successors and
assigns.

     Section  6.    Binding  Effect.  This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.


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     Section  7.    Governing  Law.    This  Amendment shall be deemed to be a
contract  made  under  the  law  of  the  State  of New York, United States of
America,  applicable  to  contracts  entered into and to be performed entirely
within such State, and for all purposes shall be governed by, and construed in
accordance  with  the  law  of  such  State.

     IN  WITNESS WHEREOF, each of the parties hereto has caused this Amendment
to  be  duly  executed  and  delivered  as  of  the  date first above written.


TRITON  COLOMBIA,  INC.                          NATIONSBANK, N.A. (CAROLINAS)


By:_________________________________             By:__________________________
          (Signature)                                   Kathleen M. Gibson
                                                         Senior Vice President
Name:____________________________
            (Print)

Title:____________________________
            (Print)

EXPORT-IMPORT  BANK  OF  THE                    TRITON  ENERGY  CORPORATION
UNITED  STATES


By:_______________________________              By: __________________________
          (Signature)                                       (Signature)

Name:____________________________               Name:_________________________
            (Print)                                          (Print)

Title:___________________________               Title:_______________________
            (Print)                                          (Print)