EXHIBIT 10.44

            FOURTH AMENDMENT  TO  STOCK  PURCHASE  AGREEMENT
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          This  FOURTH  AMENDMENT,  dated  as  of  February  2, 1998, TO STOCK
PURCHASE  AGREEMENT  dated as of September 2, 1997, as amended as of September
30,  1997,  October  31,  1997 and November 30, 1997 (collectively, the "Stock
Purchase  Agreement"),  between  The  Strategic  Transaction  Company  (the
"Purchaser")  and Triton International Petroleum, Inc. (the "Seller") relating
to the purchase of certain shares of common stock of Triton Pipeline Colombia,
Inc.

                     W  I  T  N  E  S  S  E  T  H:
                     -  -  -  -  -  -  -  -  -  -

          WHEREAS,  the Purchaser and Seller are parties to the Stock Purchase
Agreement;

          WHEREAS,  pursuant  to Section 11.6 of the Stock Purchase Agreement,
the  Stock  Purchase Agreement may be amended if in writing and signed by duly
authorized  representatives  of  the  Purchaser  and  Seller;  and

          WHEREAS,  the Purchaser and the Seller desire to extend the date set
forth  in Section 4.2 of the Stock Purchase Agreement on or prior to which the
Closing  shall  have  occurred.

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

          1.       DEFINED TERMS.  All defined terms used herein which are not
otherwise  defined  shall  have  the  meaning  set forth in the Stock Purchase
Agreement.

          2.       AMENDMENT.  (a)  The Purchaser and Seller hereby agree to
amend  Section  3.2  of the Stock Purchase Agreement such that it reads in its
entirety  as  follows:

          3.2.   Payment of Purchase Price.  Payment of the aggregate Purchase
Price  shall  be made by wire transfer of immediately available funds into the
account  designated  by  the  Seller.

(b)    The Purchaser and Seller hereby agree to amend Section 4.1 of the Stock
Purchase  Agreement  such  that  it  reads  in  its  entirety  as  follows:

<PAGE>
          4.1.    Closing Date.  Subject to the satisfaction of the conditions
set  forth  in Sections 8.1 and 8.2 hereof (or the waiver thereof by the party
entitled to waive that condition), the closing of the sale and purchase of the
TPC Shares provided for in Section 2.1 hereof (the "Closing") shall take place
on  or prior to February 2, 1998.  The date on which the Closing shall be held
is  referred  to  in  this  Agreement  as  the  "Closing  Date."

(c)    The Purchaser and Seller hereby agree to amend Section 4.2 of the Stock
Purchase  Agreement  such  that  it  reads  in  its  entirety  as  follows:

          4.2.    Termination  of Agreement.  This Agreement may be terminated
prior  to  the  Closing  at  the  election of the Purchaser or the Seller (the
"Terminating  Party")  on  February  2,  1998,  if  the Closing shall not have
occurred  by  the  close  of  business  on  such  date  as  a  result  of  the
determination  by  the Terminating Party, in its sole and absolute discretion,
that  any of the conditions set forth in Section 8.1 or Section 8.2 hereof, as
applicable,  have  not  been  satisfied  as  of  such  date.

(d)    The Purchaser and Seller hereby agree to amend Section 4.4 of the Stock
Purchase  Agreement  such  that  it  reads  in  its  entirety  as  follows:

          4.4.    Effect  of Termination.  In the event that this Agreement is
terminated  as  provided  in  Section 4.2 hereof, each of the parties shall be
relieved  of  their duties and obligations arising under this Agreement on and
after  the  date  of  such  termination  and such termination shall be without
liability  to  the  Purchaser  or  the  Seller.

(e)    The Purchaser and Seller hereby agree to amend Section 4.5 of the Stock
Purchase  Agreement  by  deleting  such  Section  in  its  entirety.

(f)    The Purchaser and Seller hereby agree to amend Section 4.6 of the Stock
Purchase  Agreement  by  deleting  such  Section  in  its  entirety.

(g)    The Purchaser and Seller hereby agree to amend Section 7.9 of the Stock
Purchase  Agreement  such  that  it  reads  in  its  entirety  as  follows:

          7.9.    Sale  of the TPC Shares by the Purchaser.  (a)  In the event
the Purchaser determines to sell the TPC Shares, the Purchaser shall so inform
the  Seller in writing at least 30 days prior to the date the Purchaser enters
into a binding commitment with respect to such sale (the "Sale Date"), stating
the  name and address of the proposed transferee (the "Offeror") to the extent
identified  and  such information is not confidential, and the other terms and
conditions  of such proposed disposition, including any consideration proposed
to  be  received for the TPC Shares (and, if the proposed disposition is to be
wholly  or  partly for consideration other than cash or an indebtedness of the
Offeror,  the notice shall state the amount of the cash consideration, if any,
and  shall describe all such non-monetary consideration).  Notwithstanding the
foregoing,  the  Purchaser shall have no obligation to give such notice if the
Seller,  Triton  Colombia,  Inc. or any of their respective direct or indirect
parent  companies  are in bankruptcy or insolvency proceedings.  Additionally,
notwithstanding the foregoing, if there has occurred any event of default with
respect  to the Seller or any of its direct or indirect parent companies under
any agreement which requires the payment of more than $50,000,000 to any other
party or parties thereto, the notice specified in this Section 7.9(a) shall be
delivered  to  the  Seller  by  the Purchaser no more than three business days
prior  to  the  Sale  Date.  In order to secure the rights of the Seller under
this  Section  7.9,  TPC shall not, and the Purchaser shall not permit TPC to,
sell  or  otherwise  dispose of any shares of Ocensa owned by TPC except under
conditions  that  would  permit  the  Purchaser  to  sell  the  TPC  Shares.

          (b)  Notwithstanding the foregoing, in the event of any sale by the
Purchaser  of the TPC Shares to any Person other than the Seller or one of its
Affiliates,  prior  to  consummating such sale, the Purchaser shall obtain the
agreement  of such Person, for the additional benefit of the Seller, that such
Person  shall  not  acquire  any  interest  in  the  name "Triton" or any name
confusingly  similar  to  such  name,  and  that  such  Person,  as soon as is
practicable  following  the consummation of such sale, will change the name of
TPC  to a name that does not contain the word "Triton" or any name confusingly
similar  thereto and will cease to use the name "Triton" in the conduct of the
business  of  TPC.

(h)   The Purchaser and Seller hereby agree to amend Section 7.10 of the Stock
Purchase  Agreement  such  that  it  reads  in  its  entirety  as  follows:

<PAGE>
          7.10.   Release  of  Liens.  [Intentionally  Omitted]

(i)        The Purchaser and Seller hereby agree to amend Section 9.2(b)(i) of
the  Stock  Purchase  Agreement such that it reads in its entirety as follows:

          9.2(b)(i)  the Purchase Price, in immediately available funds in the
manner  specified  in  Section  3.2  hereof;

(j)   The Purchaser and Seller hereby agree to amend Section 11.3 of the Stock
Purchase  Agreement  such  that  it  reads  in  its  entirety  as  follows:

          11.3.   Expenses.  The Seller agrees to pay on or about the Closing
Date  all reasonable transaction fees, costs and expenses of the Purchaser and
its  representatives incurred in connection with the negotiation and execution
of  this  Agreement  and  the  Seller  Documents  and  the consummation of the
transactions  contemplated  hereby  and  thereby.

          3.      RATIFICATION.    As amended by this Amendment, the Stock
Purchase  Agreement  is  in  all  respects  ratified and confirmed, including,
without  limitation,  Section 4.5 thereof, and the Stock Purchase Agreement as
so amended by this Amendment shall be read, taken and construed as one and the
same  instrument.

          4.      FURTHER ASSURANCES.  Each of the parties hereto agrees to
execute,  acknowledge,  deliver,  file,  record  and  publish  such  further
certificates,  instruments,  agreements  and  other documents, and to take all
such  further  action as may be required by law or reasonably requested by the
requesting  party  in  furtherance  of the purposes, objectives and intentions
underlying  this  Amendment  and  not  inconsistent  with  the  terms  hereof.

          5.      SUCCESSORS.  This Amendment shall be binding on and inure to
the benefit of the parties hereto and their respective successors and assigns.

          6.      GOVERNING  LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED  IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO  THE  CONFLICT  OF  LAWS  PROVISIONS  THEREOF.

          7.      COUNTERPARTS.  This Amendment may be executed in any number
of  counterparts,  each of which shall be deemed an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

<PAGE>

          IN  WITNESS  WHEREOF,  the  parties  hereto  have duly executed this
Amendment  as  of  the  date  and  year  first  above  written.


                         THE  STRATEGIC  TRANSACTION  COMPANY


                         By:  ________________________________
                              Name:
                              Title:


                         TRITON  INTERNATIONAL  PETROLEUM,  INC.


                         By:  ________________________________
                              Name:
                              Title:

AGREED  AND  ACCEPTED:

TRITON  ENERGY  LIMITED


By:
     Name:
     Title:


TRITON  PIPELINE  COLOMBIA,  INC.


By:
     Name:
     Title: