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                                                                 EXHIBIT 10.46

                         RESTATED EMPLOYMENT AGREEMENT

     This      Restated Employment   AGREEMENT (this "Agreement"), dated as of
November 6, 1996, is made and entered into by and among Triton Energy Limited,
a  Cayman  Islands  company  ("TEL"),  Triton  Exploration  Services,  Inc., a
Delaware  corporation  (the  "Company"),  and  John  P.  Tatum  ("Employee").

                                 WITNESSETH:

     WHEREAS,  Employee  is  an  officer  of TEL and certain of its affiliated
companies,  and  TEL,  the Company or certain of its affiliated companies have
employed  Employee  in  various  capacities;  and

     WHEREAS,  the Company and Employee have reached agreement on the terms of
the  continued  employment  of  Employee;  and

     WHEREAS,  the  Company  and Employee desire that this Agreement set forth
the  provisions  regarding  Employee's  employment;

     NOW,  THEREFORE,  in  consideration  of  the premises and mutual promises
contained  herein,  the  Company  and  Employee  agree  as  follows:

     1.        EMPLOYMENT.  As of the date hereof, November 6, 1996 (sometimes
referred  to as the "Effective Date"), Employee hereby resigns his offices and
directorships  then  held  by  him  with  TEL,  the  Company  and  any and all
subsidiaries  or  affiliates  of TEL, but not his employment with the Company.
Employee's  employment  with  the  Company shall continue from the date hereof
through  the  close  of  business  on  April  12, 1999. Employee shall, at the
discretion  of  the Company, perform such lawful activities, at such times and
locations  as  may  be  reasonably  requested  by  the Company during the term
hereof.  In  no event, however, shall Employee be obligated to render services
hereunder  in  amounts  or  at times or locations he deems inconvenient in his
sole  discretion.  Employee shall report to the Chief Executive Officer of the
Company  or such other personnel of the Company as are designated by the Chief
Executive  Officer  of  the  Company  from  time to time. TEL, the Company and
Employee agree that, except as expressly agreed in writing, from the Effective
Date,  this  Agreement  shall  supersede any and all employment agreements, or
similar  understandings  or arrangements, written or oral, express or implied,
between  or  among TEL, the Company and any and all subsidiaries or affiliates
of  TEL,  on  the one hand, and Employee on the other hand, and all such other
employment  agreements,  or similar understandings or arrangements, written or
oral,  express  or implied are, and all obligations of each party to the other
thereunder  hereby  are,  terminated  and  of  no  further  force  or  effect.

<PAGE>
     2.          COMPENSATION.

          (a)         The Company agrees that Employee shall continue to be an
employee  of the Company from the date hereof through his 65th birthday, to be
compensated  as  follows:

(i)  from  and after the date hereof through December 31, 1996, employee shall
be  compensated at the rate of compensation and in accordance with the payroll
practices  of  the  Company  in  effect  at  the  date  hereof, subject to any
holdbacks  or  deductions  required  as  a  matter of law, and that Employee's
benefits  as  in effect on the date hereof shall be continued until such date.

(ii) for the period from January 1, 1997 through December 31, 1998, Employee's
salary  shall  be  equal  to  $16,666.67  per  month;  and

(iii)  for  the period from January 1, 1999 through April 12, 1999, Employee's
salary  shall  be  equal  to  $8,333.33  per  month.

The  Company agrees that Employee shall be treated as an employee for purposes
of  the  Company's  employee  health  insurance  plans.

          (b)      TEL and the Company agree that all options to purchase, and
debentures  convertible  into,  ordinary  shares of TEL held by Employee under
TEL's  stock  option  and  convertible  debenture  plans  (which  options  and
debentures  are  as  set forth on Exhibit A) shall become 100% vested at the
Effective  Date  and shall be exercisable in accordance with their terms until
April  12,  2000,  except  as provided in Section 5 below. TEL and the Company
agree  to use their best efforts to cause the options issued to Employee under
TEL's  Second  Amended and Restated 1992 Stock Option Plan to be amended so as
to  remove  any  restrictions  on  transferability.

          (c)     The Company acknowledges that Employee's participation under
the  Company's  Supplemental Executive Retirement Income Plan, as amended (the
"SERP"),  will  continue in accordance with its terms. The Company agrees that
the  benefits to be payable to Employee under the SERP will be increased to an
amount  that  would  have  resulted  under the Amended and Restated Retirement
Income  Plan  and  the  SERP, on an aggregate basis, if Employee had continued
until  he reached the age of 65 to receive the same salary as in effect on the
date  hereof,  subject  to  Section  5  below.

          (d)          The  Company  agrees  to  pay  the  reasonable fees and
disbursements of legal counsel for Employee in connection with the negotiation
of  this  Agreement,  up  to  a  maximum  of  $10,000.00.

          (e)        The Company agrees that it shall not take any action that
would  adversely affect Employee's right to indemnification for his actions as
an  officer,  director  and employee of the Company and its subsidiaries as in
effect as of the date hereof, regardless of when any claim giving rise to such
indemnification  shall  be  brought.

          (f)       Subject to the provisions of Section 5 below, in the event
there  shall  occur  a Change in Control (as defined below) prior to April 12,
1999,  the  following  shall  apply:

(i)  Employee  shall  be  entitled  to receive a lump sum payment equal to the
product  of (A) the sum of (x) Employee's base salary in effect as of the date
hereof  plus  (y)  $59,000.00  multiplied  by  (B)  the  number  three  (3).

(ii)  If  as  a  result of any payment by the Company or TEL upon or resulting
from  a  Change  in Control , Employee incurs an excise tax (the "Excise Tax")
imposed  by Section 4999 of the Internal Revenue Code of 1986, as amended (the
"Code")  (or  any  successor  provision),  on  any "excess parachute payments"
within  the  meaning  of  Section  280G(b)(1)  of  the  Code (or any successor
provision),  the  Company  will  pay  to  Employee  an  additional amount (the
"Gross-Up  Payment")  such  that  the  net  amount retained by Employee, after
reduction for the Excise Tax on the excess parachute payments and the federal,
state  and  local  income  tax and Excise Tax on the Gross-Up Payment, will be
equal  to  the  sum  of  the  amount  of the excess parachute payments and the
Employee's  "base  amount"  allocable  thereto  within  the meaning of Section
280G(b)(3)  of  the  Code  (or  any  successor  provision).

          For  purposes  of  determining  the  amount of the Gross-Up Payment,
Employee  will  be  deemed to pay federal income taxes at the highest marginal
rate  of  federal  income taxation for the calendar year in which the Gross-Up
Payment is to be made and state and local income taxes at the highest marginal
rates  of  taxation  in  the state and locality of Employee's residence on the
date  hereof,  net of the maximum reduction in federal income taxes that could
be  obtained  from  deduction  of  such  state  and  local  taxes.

          Employee  and  the  Company  agree  to  reasonably  cooperate in the
determination  of  the  amount  of  the Gross-Up Payment.  If Employee and the
Company  are unable to agree on the amount of the Gross-Up Payment, the amount
shall  be  determined  based  upon  the  opinion  of  tax  counsel selected by
Employee,  whose  determination  shall  be  final and binding on the parties.
Further, Employee and the Company agree to make such adjustments to the amount
of  the  Gross-Up  Payment  as  may  be  necessary  to reflect amounts finally
determined  by  applicable tax authorities, which in the case of Employee will
refer  to the refund of prior overpayments and in the case of the Company will
refer  to  the  makeup  of  prior  underpayments.

(iii)  For  purposes  of  this Agreement, a "Change in Control" shall mean the
occurrence  of any of the following events: (A) there shall be consummated (x)
any  consolidation,  amalgamation  or  merger  of  TEL in which TEL is not the
continuing  or  surviving corporation or pursuant to which ordinary shares of
TEL  would  be converted into cash, securities or other property, other than a
consolidation,  amalgamation  or  merger  of TEL in which the holders of TEL's
ordinary shares immediately prior to the consolidation, amalgamation or merger
have  the  same  proportionate  ownership  of  common  stock  of the surviving
corporation  immediately  after  the consolidation, amalgamation or 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 TEL; (B) the
shareholders  of  TEL  approve  any  plan  or  proposal for the liquidation or
dissolution  of  TEL;  (C)  any  "person"  (as such term is defined in Section
3(a)(9)  or  Section  13(d)(3)  under  the Securities Exchange Act of 1934, as
amended  (the  "1934  Act)) or any "group" (as such term is used in Rule 13d-5
promulgated under the 1934 Act), other than TEL or any successor of TEL or any
subsidiary  of  TEL  or  any  employee  benefit  plan of TEL or any subsidiary
(including  such  plan's  trustee), becomes, without the prior approval of the
Board  of  Directors  of TEL (the "Board"), a beneficial owner for purposes of
Rule  13d-3  promulgated  under  the  1934  Act,  directly  or  indirectly, of
securities  of  TEL  representing  25.0%  or  more  of  TEL's then outstanding
securities  having  the right to vote in the election of directors of TEL ; or
(D)  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 TEL, unless
the  election,  or the nomination for election, by TEL's shareholders, of each
new  director  of  TEL  was  approved  by a vote of at least two-thirds of the
directors  of  TEL  then  still  in  office  who  were directors of TEL at the
beginning  of  the  period.

     3.     CONFIDENTIALITY.  Employee represents that he has not removed, and
agrees  that he will not (without the Company's prior written consent) remove,
from the Company's premises any documents or copies thereof that constitute or
contain  any  Confidential  Information  (as  hereinafter  defined).   Without
limiting  the  generality  of the foregoing, Employee agrees that he shall (a)
keep  confidential  all Confidential Information at any time known to him, (b)
not  use  any  Confidential Information for his benefit or to the detriment of
TEL  or  the  Company  or  any  of its affiliates or disclose any Confidential
Information to any third persons (except pursuant to a validly issued subpoena
or  court order, and then only if the Company shall have been promptly advised
thereof and consulted with regarding an appropriate response thereto), (c) not
make  copies of documents embodying any Confidential Information, (d) exercise
reasonable  care to prevent dissemination of Confidential Information to third
persons,  and  (e)  return  to  the  Company  any  documents  which  contain
Confidential  Information  and  which  are  or  come  in  his  possession.
"Confidential  Information"  shall  include  any  information  concerning  any
matters  affecting  or  relating  to  the businesses, operations and financial
affairs  of TEL or any of its subsidiaries or affiliates that are of a special
or  unique  nature  or  the disclosure of which could cause harm to TEL or its
subsidiaries  or  affiliates,  and this Agreement (including its existence and
its  contents)  regardless  of  whether  any  such Confidential Information is
labeled or otherwise treated as confidential, material, or important. The term
"Confidential  Information"  shall not include any information that (i) at the
time  of  disclosure  or thereafter is generally available to and known by the
public  (other  than  as  a  result  of a disclosure directly or indirectly by
Employee),  (ii)  was  available to Employee on a nonconfidential basis from a
source other than TEL, the Company or its subsidiaries or affiliates, provided
that  such source is not and was not bound by a confidentiality agreement with
TEL or its subsidiaries or affiliates or (iii) has been independently acquired
or  developed  by  Employee  while not in the employ of TEL or the Company and
without  violating  any  of  Employee's  obligations  under  this  Agreement.

<PAGE>
     4.          GENERAL  RELEASES;  CERTAIN  COVENANTS.

          (a)        Employee hereby irrevocably and unconditionally releases,
acquits,  and  forever  discharges  TEL  and  its  subsidiaries (including the
Company)  and affiliates, and their respective directors, officers, employees,
shareholders, successors, assigns, agents, representatives, and attorneys, and
all persons acting by, through, under, or in concert with them, or any of them
(the  "Company  Releasees"),  from  any  and  all charges, complaints, claims,
liabilities,  obligations,  promises,  controversies, damages, actions, suits,
rights,  demands, costs, losses, debts and expenses (including attorneys' fees
and  costs  actually  incurred),  of  any nature, known or unknown ("Claim" or
"Claims") and to the extent permitted by state and federal law, which Employee
has,  owns,  or holds, or claims to have, own or hold or which Employee at any
time  hereafter  may have, own or hold, or claim to have, own or hold, against
each  or  any  of  the  Company  Releasees  based on any facts, circumstances,
actions  or  omissions  existing or occurring on or before the Effective Date,
including  but  not  limited to, any Claims involving securities or securities
transactions,  any  Claims  involving  contracts,  agreements  or  obligations
related  thereto  (including,  without  limitation, any claims relating to any
employment  agreement  and any benefit plans of the Company), any Claims under
federal,  state  or local law, any Claims under federal, state or local law of
discrimination  on  the  basis  of  age, sex, race, national origin, religion,
handicap  or  disability,  such  as  Claims  under  the  Age Discrimination in
Employment  Act  of  1967,  the  Employee  Retirement Income Security Act, the
Americans  With  Disabilities  Act, Title VII of the Civil Rights Act of 1964,
the  Civil  Rights  Act  of  1991, the Texas Workers' Compensation Act and the
Texas  Commission  on  Human  Rights Act, and any action related to Employee's
employment  or  affiliation  with  TEL,  the  Company  and  any of the Company
Releasees,  and  excepting  only  the obligations of TEL and the Company under
this  Agreement  and any claims based on a breach of this Agreement.  Employee
represents  and warrants to TEL and the Company that as of the date hereof  he
is  not  aware of any facts or circumstances that have given rise to, or could
give  rise  to,  any  Claim against any of the Company Releasees. This release
shall  be  binding  on  Employee's  heirs, dependents, successors and assigns.

          (b)     Each of TEL and the Company, on its own behalf and on behalf
of  its  subsidiaries  and  affiliates, hereby irrevocably and unconditionally
releases,  acquits and forever discharges Employee, and his heirs, dependents,
successors  and  assigns,  or  any of them (the "Employee Releasees") from any
Claims  which  TEL and the Company have, own, or hold or claim to have, own or
hold or which TEL and the Company at any time hereafter may have, own or hold,
or  claim to have, own or hold, or claim to have, own or hold, against each of
the  Employee  Releasees,  excepting  only any Claims based on a breach of the
terms  of  this  Agreement,  intentional  injury to the property of TEL or the
Company  or  any  of  its parent companies, subsidiaries or affiliates, fraud,
theft,  embezzlement  or  misappropriation  of  corporate  assets.

          (c)      Employee acknowledges and agrees that each Company Releasee
other  than  the  Company  is  expressly intended to be, and is hereby made, a
third party beneficiary of Employee's covenants and releases contained in this
Agreement.  TEL  and  the  Company  acknowledge  and  agree that each Employee
Releasee  other than Employee is expressly intended to be, and is hereby made,
a  third  party  beneficiary of TEL's and the Company's covenants and releases
contained  in  this  Agreement.

          (d)          Each  of  the  above  releasors agrees to indemnify the
releasees  described herein for all loss, cost, damage and expense, including,
but  not  limited  to,  attorneys'  fees, incurred by such releasees described
herein  or any one of them, arising out of any breach of the provisions of the
releases  as  set  forth  in  Sections  4(a),  (b)  and  (c)  above.

     5.          COVENANT  NOT  TO  COMPETE.

          (a)      TEL, the Company and Employee acknowledge that Employee has
substantial  financial  resources, experience in the international oil and gas
exploration  business  and  related  industries  and the ability to operate or
assist  in  the  operation of a business or businesses that could compete with
TEL  and  its  subsidiaries  and  affiliates throughout the world and that TEL
would  suffer  damages,  including  the  loss  of profits, if Employee, or any
person,  corporation, partnership or other entity affiliated with Employee (an
"Affiliate")  engaged,  directly  or  indirectly, in a competing business with
TEL.  Accordingly,  during  the  period  commencing  on the Effective Date and
ending  on  the  Termination  Date (as defined below), Employee shall not, and
shall  cause  each  Affiliate  not  to,  directly or indirectly, for itself or
himself  or  on  behalf  of  any other corporation, person, firm, partnership,
association,  or  any  other entity (whether as an individual, agent, servant,
employee,  employer,  officer,  director,  shareholder,  investor,  principal,
consultant  or in any other capacity) (i) engage or participate in the oil and
gas  exploration  and  production  business  anywhere in Colombia, Malaysia or
Thailand  or  (ii) employ or otherwise use the services of, Richard L. Weaver,
Thomas N. Sherburne or Khun Pitak, or any entity controlled by any one or more
of  them.

          (b)     The term "Termination Date" shall mean the earliest to occur
of  (i) the date Employee elects by delivery of written notice to the Company,
if he does so elect, to terminate his covenant not to compete pursuant to this
Section  5,  (ii)  April  12,  1999  or  (iii) Employee's death or disability.

          (c)       In the event Employee elects to terminate his covenant not
to compete pursuant to clause (i) of Section 5(b), (i)  any obligations of TEL
or  the  Company to make any payments pursuant to Sections 2(a) (ii) and (iii)
hereunder  shall  terminate;  (ii) on the 90th day following such termination,
any  options  or debentures that have not been exercised or converted shall be
canceled  and cease to be exercisable or convertible, as applicable; (iii) the
agreement  under Section 2(c) hereunder to increase the benefits to be payable
under  the  SERP  shall  be  modified  such that the benefits to be payable to
Employee  under  the  SERP will be increased to an amount that would result if
Employee  had  continued  to  be employed by the Company until the Termination
Date  at  the  same salary level as in effect on the date hereof; and (iv) the
Company's  obligation  to make the payments and provide the benefits set forth
in  Section  2(f)  shall  terminate.  In  the  event  of  Employee's  death or
disability,  (i)    any obligations of TEL or the Company to make any payments
pursuant  to  Sections 2(a) (ii) and (iii) hereunder shall terminate; (ii) the
agreement  under Section 2(c) hereunder to increase the benefits to be payable
under  the  SERP  shall  be  modified  such that the benefits to be payable to
Employee  under  the  SERP will be increased to an amount that would result if
Employee  had  continued  to  be employed by the Company until the date of his
death  or the date he is determined to be disabled at the same salary level as
in  effect  on the date hereof; and (iii) the Company's obligation to make the
payments  and  provide the benefits set forth in Section 2(f) shall terminate.
For  purposes of this Agreement, "disability" shall be deemed to have occurred
whenever  Employee  is  rendered  unable  to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which  can  be  expected  to  result  in  death  or which has lasted or can be
expected  to  last  for  a  continuing  period  of  not  less than six months.

     6.        NO ADMISSION.  This Agreement (or its offer and negotiation) is
not  an  admission  by  either  the  Company  or Employee of any wrongdoing or
liability.

     7.      COOPERATION. Employee agrees that he will cooperate in good faith
with  the  Company  in  connection  with  any  civil or criminal litigation or
governmental  inquiry  or  investigation  involving  the Company or any of its
subsidiaries  or affiliates, or its or their properties, assets or businesses,
or  to  which  any of them may be a party or a subject.  Employee shall not in
any  way  cooperate  or lend assistance to any parties that are now, or may in
the  future be, involved in legal proceedings adverse to the Company except as
may  be  required  by  applicable  law.

     8.       NO DURESS.  This Agreement has been entered into voluntarily and
not  as a result of coercion, duress, or undue influence. Employee agrees that
he  has  read  and  fully understands the terms of this Agreement and has been
advised  to  consult  with  an  attorney  before  executing  this  Agreement.

     9.        SEVERABILITY.  If any provision of this Agreement is held to be
illegal,  invalid  or  unenforceable  under  present  or future laws effective
during  the  term  hereof,  such  provision  shall be fully severable and this
Agreement  shall  be  construed  and  enforced  as if such illegal, invalid or
unenforceable  provision  never  comprised  a  part  hereof; and the remaining
provisions  hereof  shall  remain  in  full  force and effect and shall not be
affected  by  the  illegal,  invalid  or  unenforceable  provision  or  by its
severance  herefrom.  Furthermore,  in  lieu  of  such  illegal,  invalid  or
unenforceable  provision,  there  shall be added automatically as part of this
Agreement  a  provision  as  similar  in its terms to such illegal, invalid or
unenforceable  provision  as  may  be  possible  and  be  legal,  valid  and
enforceable.  Specifically,  it  is the intent of each of the parties that the
covenant  not  to  compete  contained  in  Section 5 herein be enforced to the
fullest  extent  permitted  by  applicable law. Accordingly, should a court of
competent  jurisdiction  determine that the scope of the covenant is too broad
to  be  enforced  as written, it is the intent of each of the parties that the
court  should  reform  the  covenant  to  such narrower scope as it determines
enforceable.

     10.     GOVERNING LAW.  This Agreement shall be governed by and construed
in  accordance  with  the  laws  of  the  State  of  Texas.  This Agreement is
performable  in  Dallas  County,  Texas.

     11.          ENTIRE  AGREEMENT.    This  Agreement,  contains  the entire
understanding  and  agreement among TEL, the Company and Employee with respect
to  the  subject  matter  herein,  and  supersedes  all  prior oral or written
agreements  between  the  parties  with  respect  to  that  subject  matter.

     12.          AMENDMENT.  This  Agreement  may  be  amended,  modified  or
supplemented  only  by  an instrument in writing executed by Employee, TEL and
the  Company.

     13.     NOTICE.  Any notice or communication hereunder must be in writing
and  given  by depositing the same in the United States mail, addressed to the
party  to be notified, postage prepaid and registered or certified with return
receipt requested, by transmitting the same by facsimile transmission followed
by  United  States  mail  as aforesaid, or by delivering the same by overnight
delivery service or in person.  Notice shall be deemed received on the date on
which  it  is  delivered or transmitted by facsimile, or on the third business
day  following  the date on which it is so mailed. For purposes of notice, the
addresses  of  the  parties  shall  be:

          If  to  the  Company:    c/o Triton Energy
                                   6688  N.  Central  Expressway,  Suite  1400
                                   Dallas,  Texas    75206
                                   Fax  No.:    (214)  691-0198
                                   Attention:    Legal  Department

          If  to  Employee

     14.       PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT INCLUDES A
RELEASE  OF  ALL  KNOWN  OR  UNKNOWN  CLAIMS  AGAINST  THE  COMPANY.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the  date  first  written  above.

                                   __________________________________

                                   John  P.  Tatum

                                   TRITON  ENERGY  LIMITED


                                   By:  ____________________________


                                   TRITON EXPLORATION SERVICES,
                        INC.

                                   By:  ____________________________