EXHIBIT 10.17

                   AMENDED AND RESTATED EMPLOYMENT AGREEMENT
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     THIS  EMPLOYMENT AGREEMENT ("Agreement"), made and entered into as of the
13th day of January, 1998, by and among TRITON EXPLORATION SERVICES, INC. (the
"Employer"), having a business address at 6688 North Central Expressway, Suite
1400,  Dallas, Texas 75206, _____________________________ ("Employee"), having
a  mailing  address  at  _________________________________,  and Triton Energy
Limited,  a  Cayman  Islands  company  (the  "Company"), to the limited extent
provided  herein,

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

     WHEREAS,  the Employer is a direct or indirect wholly owned subsidiary of
the  Company;

     WHEREAS,  the  Employer  and  the  Company consider the establishment and
maintenance  of a sound and vital management to be essential to protecting and
enhancing  their  best  interests  and  the best interests of their respective
shareholders;

     WHEREAS, the Employer and the Company recognize that, because the Company
is  a  publicly  held company and as is the case with many such companies, the
possibility  of  a  change in control may exist and that such possibility, and
the  uncertainty and questions which it may raise among management, may result
in  the  departure  or distraction of management personnel to the detriment of
the  Employer  and  the  Company  and  their  respective  shareholders;

     WHEREAS,  the  Boards  of  Directors of the Employer and the Company have
determined  that  appropriate steps should be taken to reinforce and encourage
the  continued  attention  and  dedication  of  members  of  the  Employer's
management,  including  Employee, to their assigned duties without distraction
in  the  face  of  the  potentially  disturbing circumstances arising from the
possibility  of  a  change  in  control  of  the  Company;    and

     WHEREAS,  in  order  to  induce  Employee  to remain in the employ of the
Employer and in the service of the Company as an officer, the Employer entered
into  an  Employment  Agreement  (the "Employment Agreement") as of January 1,
1997 with Employee that provides certain severance benefits to Employee in the
event Employee's employment is terminated subsequent to a change in control of
the Company under the circumstances described below and the Company is willing
to  guarantee  the  performance  of  the  Employer's  obligations  hereunder;

     WHEREAS,  the  Employer  and  Employee  wish  to  amend  and  restate the
Employment  Agreement;

     NOW,  THEREFORE,  in  consideration of the mutual premises and conditions
contained  herein,  the  parties  hereto  agree  as  follows:

     1.          TERM
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          1.1        Contract Term.  This Agreement shall commence on the date
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hereof,  and  shall  continue  until  January 1, 1999; provided, however, that
commencing  January  1,  1999  and  each January 1 thereafter the term of this
Agreement  shall  automatically  be extended for an additional year unless (i)
there  has  been  no  change  in control of the Company and (ii) no fewer than
thirty (30) days prior to such January 1st date, the Employer shall have given
notice  that  it  does  not  wish  to  extend  this  Agreement.

          1.2          Consideration  by  Employee.    In consideration of the
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Employer's  entering into this Agreement, Employee hereby agrees that, for the
period  commencing  on  the  date hereof and extending through the termination
date  of  this  Agreement,  Employee will not voluntarily terminate employment
with  the  Employer,  except  in  the  event of (i) a change in control of the
Company  as provided herein, (ii) a substantial change in Employee's position,
duties,  compensation  or  benefits  which  would  be deemed "Good Reason" for
Employee  to terminate Employee's employment in accordance with Section 3.3 if
there  were  a  change  in  control  of  the  Company, or (iii) the Employer's
consenting  to  such  termination.

     2.          CHANGE  IN  CONTROL.  No benefits shall be payable under this
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Agreement  unless there shall have been a change in control of the Company, as
set  forth  below,  and  Employee's  employment  by the Employer (or any other
direct  or  indirect  subsidiary  of  the  Company) shall thereafter have been
terminated  within  two  (2)  years  of  the date of such change in control in
accordance with Section 3 below.  For purposes of this Agreement, a "change in
control  of  the  Company"  shall  mean the occurrence of any of the following
events:  (i) there shall be consummated (x) any consolidation, amalgamation or
merger  of the Company in which the Company is not the continuing or surviving
corporation  or  pursuant  to  which  the  Company's  Ordinary Shares would be
converted into cash, securities or other property, other than a consolidation,
amalgamation  or  merger  of the Company in which the holders of the Company's
Ordinary Shares immediately prior to the consolidation, amalgamation or merger
have  the  same  proportionate ownership of common stock or ordinary shares 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 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 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 the Company or any
successor  of  the  Company  or  any subsidiary of the Company or any employee
benefit plan of the Company or any subsidiary (including such plan's trustee),
becomes,  without  the prior approval of the Board of Directors of the Company
(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 (the "Incumbent Directors"), 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 Incumbent Directors (so long as such new Director was
not  nominated  by  a  person  who  expressed  an intent to effect a change in
control of the Company or engage in a proxy or other control contest) in which
case  such  new  Director  shall  be  considered  an  Incumbent  Director  .

     3.     TERMINATION OF EMPLOYMENT FOLLOWING CHANGE IN CONTROL. If a change
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in  control  of the Company shall have occurred, Employee shall be entitled to
the  benefits  provided in Section 4 hereof upon the subsequent termination of
Employee's  employment,  provided  that such termination (a) occurs within two
(2)  years  following  a  change  in control of the Company and (b) is not (i)
because  of  Employee's  death,  "Disability"  or  "Retirement" (as defined in
Section  3.1  below),  (ii) by the Employer for "Cause" (as defined in Section
3.2  below),  or (iii) by Employee other than for "Good Reason" (as defined in
Section  3.3  hereof).

     3.1          Disability;  Retirement
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          3.1-1       If, as a result of Employee's incapacity due to physical
or mental illness, Employee shall have been absent from Employee's duties with
the  Employer  on  a  full-time  basis  for 120 consecutive business days, and
within  thirty (30) days after written notice of termination is given Employee
shall not have returned to the full-time performance of Employee's duties, the
Employer  may  terminate  this  Agreement  for  "Disability."

          3.1-2          Termination by the Employer or Employee of Employee's
employment based on "Retirement" shall mean termination in accordance with the
Employer's retirement policy, including early retirement, generally applicable
to  its  salaried  employees  or in accordance with any retirement arrangement
established  with  Employee's  consent  with  respect  to  Employee.

          3.2     Cause.  The Employer may terminate Employee's employment for
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"Cause."   For the purposes of this Agreement, the Employer shall have "Cause"
to  terminate  Employee's  employment  hereunder  upon  (A)  the  willful  and
continued  failure  by Employee to perform Employee's duties with the Employer
(other  than  any  such  failure  resulting from incapacity due to physical or
mental  illness),  after  a demand for substantial performance is delivered to
Employee  by  the  Board which specifically identifies the manner in which the
Board  believes  that  Employee has not substantially performed his duties, or
(B)  the  willful  engaging  by  Employee  in  gross misconduct materially and
demonstrably  injurious  to  the  Company.  For purposes of this paragraph, an
act,  or  failure to act, on Employee's part shall not be considered "willful"
if  done,  or  omitted  to be done, by Employee (A) in good faith and (B) with
reasonable  belief  that  his  action  or omission was not opposed to the best
interests  of  the Company.  Notwithstanding the foregoing, Employee shall not
be  deemed to have been terminated for Cause unless and until there shall have
been  delivered  to  Employee  a  copy  of  a  resolution  duly adopted by the
affirmative vote of not less than two-thirds (2/3d's) of the entire authorized
membership  of  the  Board  at  a meeting of the Board called and held for the
purpose  (after  reasonable  notice  and an opportunity for Employee, together
with  counsel,  to  be heard before the Board), finding that in the good faith
opinion of the Board Employee was guilty of conduct set forth above in clauses
(A)  or  (B)  of  the  second  sentence  of  this paragraph and specifying the
particulars  thereof  in  detail.

          3.3     Good Reason.  Employee may terminate his employment for Good
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Reason.    For  purposes  of  this  Agreement,  "Good  Reason"  shall  mean:

               3.3-1    Without  Employee's  express  written  consent,  the
assignment  to Employee of any duties inconsistent with his positions, duties,
responsibilities  and  status  with  the  Employer and the Company immediately
prior  to  a  change  in  control of the Company, or a change in his reporting
responsibilities,  titles  or  offices  with the Employer or the Company as in
effect immediately prior to a change in control of the Company, or any removal
of Employee from or any failure to re-elect Employee to any of such positions,
except  in connection with the termination of Employee's employment for Cause,
Disability  or  Retirement  or  as a result of Employee's death or by Employee
other  than  for  Good  Reason;

               3.3-2  A reduction by the Employer in Employee's base salary as
in  effect  on  the  date  hereof or as the same may be increased from time to
time;

               3.3-3    The Employer's requiring Employee to be based anywhere
other  than  the  Employer's  offices  at which Employee was based immediately
prior  to a change in control of the Company except for required travel on the
Employer's  business  to  an  extent  substantially consistent with Employee's
present business travel obligations, or, in the event Employee consents to any
relocation, the failure by the Employer to pay (or reimburse Employee) for all
reasonable  moving  expenses  incurred by Employee relating to a change of his
principal  residence  in  connection  with  such  relocation  and to indemnify
Employee  against  any loss (defined as the difference between the actual sale
price  of such residence and the higher of (a) Employee's aggregate investment
in such residence or (b) the fair market value of such residence as determined
by  a real estate appraiser designated by Employee and reasonably satisfactory
to  the  Employer)  realized  on the sale of Employee's principal residence in
connection  with  any  such  change  of  residence;

               3.3-4    The failure by the Employer or the Company to continue
in  effect  any benefit or compensation plan (including but not limited to any
stock  option  plans, convertible debenture plan, pension plan, life insurance
plan,  health  and  accident  plan  or  disability  plan) in which Employee is
participating  at  the  time  of  a change in control of the Company (or plans
providing  substantially  similar  benefits),  the taking of any action by the
Employer  or the Company which would adversely affect Employee's participation
in or materially reduce Employee's benefits under any of such plans or deprive
Employee of any material fringe benefit enjoyed by Employee at the time of the
change  in  control  of the Company, or the failure by the Employer to provide
Employee  with  the  number  of  paid  vacation days to which Employee is then
entitled on the basis of years of service with the Employer in accordance with
the  Employer's  normal  vacation  policy  in  effect  on  the  date  hereof;

               3.3-5  Any failure of the Employer or the Company to obtain the
assumption  of and the agreement to perform this Agreement by any successor as
contemplated  in  Section  6  hereof;  or

               3.3-6  Any purported termination of Employee's employment which
is  not  effected  pursuant  to  a  Notice  of  Termination  satisfying  the
requirements of Section 3.4 below (and, if applicable, Section 3.2 above); and
for  purposes  of  this  Agreement,  no  such  purported  termination shall be
effective.

          3.4          Notice of Termination.  Any termination by the Employer
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pursuant  to Sections 3.1 and 3.2 above or by Employee pursuant to Section 3.3
above  shall  be  communicated  by  written Notice of Termination to the other
party hereto.  For purposes of this Agreement, a "Notice of Termination" shall
mean  a notice which shall indicate the specific termination provision in this
Agreement  relied  upon and shall set forth in reasonable detail the facts and
circumstances  claimed  to  provide  a  basis  for  termination  of Employee's
employment  under  the  provision    so indicated.  In the event that Employee
seeks  to  terminate  his employment with the Employer pursuant to Section 3.3
above,  Employee  must  communicate  his  written Notice of Termination to the
Employer within sixty (60) days of being notified of such action or actions by
the  Employer  or  the  Company  which constitute Good Reason for termination.

          3.5     Date of Termination. "Date of Termination" shall mean (i) if
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this  Agreement is terminated for Disability, thirty (30) days after Notice of
Termination  is  given  (provided that Employee shall not have returned to the
performance  of  his  duties  on a full-time basis during such thirty (30) day
period);  (ii)  if  Employee's employment is terminated for Cause, the date on
which  a  Notice of Termination is given or the date on which there shall have
been  delivered to Employee the resolution specified in Section 3.2, whichever
is later; (iii) if Employee's employment is terminated pursuant to Section 3.3
above,  the  date  that is specified in the Notice of Termination; and (iv) if
Employee's  employment is terminated for any other reason, the date on which a
Notice  of  Termination  is  given;  provided that, if within thirty (30) days
after  any  Notice  of Termination is given the party receiving such Notice of
Termination  notifies  the  other  party  that a dispute exists concerning the
termination, the Date of Termination shall be the date on which the dispute is
finally  determined,  either  by mutual written agreement of the parties, by a
binding and final arbitration award or by a final judgment, order or decree of
a  court  of  competent  jurisdiction  (the  time  for appeal therefrom having
expired  and  no  appeal  having  been  perfected).

     4.       COMPENSATION UPON TERMINATION OR DURING DISABILITY.  If a change
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in  control of the Company shall have occurred and the other conditions in the
first  paragraph  of  Section  3  are  met,  Employee shall be entitled to the
following:

          4.1    Disability.  During any period that Employee fails to perform
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Employee's  duties  hereunder  as  a  result  of incapacity due to physical or
mental illness, Employee shall continue to receive his full base salary at the
rate  then in effect and any installments of deferred portions of awards under
any  applicable  incentive, bonus or other plans paid during such period until
this  Agreement  is  terminated  pursuant  to  Section  3 hereof.  Thereafter,
Employee's  benefits  in  respect  of  his  disability  shall be determined in
accordance  with the Employer's Long-Term Disability Income Insurance Plan, or
a  substitute  plan,  and  any  other  plans providing for the disability of a
participant  then  in  effect.

          4.2    Termination  for  Cause.    If Employee's employment shall be
                 -----------------------
terminated  for  Cause,  the  Employer shall pay Employee his full base salary
through  the  Date  of Termination at the rate in effect at the time Notice of
Termination  is  given  and  the Employer shall have no further obligations to
Employee  to  make  any  payments  under  this  Agreement.

          4.3   Termination Without Cause; Termination for Good Reason. If the
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Employer shall terminate Employee's employment other than pursuant to Sections
3.1  or  3.2  hereof  or  if  Employee shall terminate his employment for Good
Reason, then the Employer shall pay to Employee as severance pay in a lump sum
in cash not later than the tenth (10th) day following the Date of Termination,
the  following  amounts:

               4.3-1    Employee's  full  base  salary  through  the  Date  of
Termination  at  the  rate  in  effect at the time of Notice of Termination is
given;

               4.3-2    In lieu of any further salary payments to Employee for
periods  subsequent to the Date of Termination, an amount equal to the product
of  (a)  Employee's annual base salary at the rate in effect as of the Date of
Termination  (without  giving  effect  to  any  reduction  thereof by Employer
without  Employee's  prior  written  consent) multiplied by (b) the number two
(2);

               4.3-3    In  lieu  of  ordinary shares of the Company ("Company
Shares")  issuable  upon  exercise  of options ("Options"), if any, granted to
Employee  under  the  Company's  stock  option  plans  (which Options shall be
canceled  upon  the  making  of the payment referred to below), Employee shall
receive  an  amount in cash equal to the aggregate spread between the exercise
prices  of all Options held by Employee whether or not then fully exercisable,
and  the  highest price per Company Share actually paid in connection with any
change  in control of the Company (such price being hereinafter referred to as
"Termination  Price")  and  the  Employer  shall,  if  requested  by Employee,
purchase  all  Debentures (herein so called) theretofore purchased by Employee
under  the  Company's  convertible debenture plans, regardless of whether such
Debentures  are  then convertible, in cash in an amount equal to the aggregate
spread between the conversion price of the Debentures held by Employee and the
Termination Price times the number of Company Shares into which the Debentures
are  convertible  (assuming  such  Debentures  were  fully  vested);  and

               4.3-4    All  relocation and indemnity payments as set forth in
Section  3.3-4 hereof, and all legal fees and expenses incurred by Employee as
a  result  of  such termination (including all such fees and expenses, if any,
incurred  in  contesting  or  disputing  any such termination or in seeking to
obtain  or  enforce  any  right  or  benefit  provided  by  this  Agreement).


          4.4     Benefit Plans.  Unless Employee is terminated for Cause, the
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Employer  shall maintain in full force and effect for the continued benefit of
Employee,  for  a  two-year period after the Date of Termination, all employee
benefit  plans  and programs or arrangements in which Employee was entitled to
participate  immediately  prior to the Date of Termination (at no greater cost
or  expense  to  Employee than was the case immediately prior to the change in
control of the Company), including without limitation plans providing medical,
dental,  life  and  disability  insurance  coverage,  provided that Employee's
continued  participation is possible under the general terms and provisions of
such  plans  and  programs.  In the event that Employee's participation in any
such  plan  or  program is not possible, the Employer shall arrange to provide
Employee,  at  the  Employer's  cost  and expense, with benefits substantially
similar  to  those  which Employee is entitled to receive under such plans and
programs.    At  the  end  of  the period of coverage, Employee shall have the
option  to  have  assigned  to  Employee at no cost and with no appointment of
prepaid premiums, any assignable insurance policy owned by the Employer or the
Company  and  relating  specifically  to  Employee.

          4.5    Additional  Benefits.    If  the  Employer  shall  terminate
                 --------------------
Employee's  employment  other than pursuant to Section 3.1 or 3.2 hereof or if
Employee  shall  terminate his employment for Good Reason, then in addition to
the  benefits  to  which  Employee  is  entitled under the retirement plans or
programs  in which Employee participates or any successor plans or programs in
effect  on  the  date  of  termination of Employee's employment hereunder, the
Employer shall pay Employee, not later than the tenth (10th) day following the
Date  of  Termination,  in cash  an amount equal to the difference between (a)
the  present  value  of the most valuable retirement pension to which Employee
would  have  been entitled under the terms of the retirement plans or programs
in  which  Employee participates (or any successor plans or programs in effect
on  the Date of Termination hereunder) without regard to "vesting" thereunder,
if  Employee  would  have accumulated three (3) additional years of continuous
credited  service after the Date of Termination under such retirement plans or
programs  and  (b)  the  present value of the most valuable retirement pension
which  Employee  is actually entitled to receive pursuant to the provisions of
said  retirement  plans  and  programs.    For  purposes  of this Section 4.5,
"present  value"  shall  be  determined using the same methods and assumptions
(including compensation increase assumptions during such additional three year
period)  utilized  under  the  Employer's  retirement  plans  and  programs
immediately  prior  to  the  change  in  control  of  the  Company.

          4.6        Automobiles.  Upon Employee's termination for any reason,
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the  Employer  shall enable Employee to purchase the automobile, if any, which
the  Employer  or  the  Company  was  providing for Employee's use at the time
Notice  of  Termination was given at the wholesale value of such automobile at
such  time.

          4.7     Mitigation of Amounts Payable Hereunder.  Employee shall not
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be required to mitigate the amount of any payment provided for in this Section
4  by  seeking  other  employment  or  otherwise,  nor shall the amount of any
payment  provided  for in this Section 4 be reduced by any compensation earned
by  Employee as the result of employment by another employer after the Date of
Termination,  or  otherwise.

     5.          EXCISE  TAXES.
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          5.1       In the event that any payment or benefit received or to be
received  by  Employee  pursuant to the terms of this Agreement (the "Contract
Payments")  or  in  connection  with  Employee's  termination of employment or
contingent  upon  a  change  in control of the Company pursuant to any plan or
arrangement  or  other  agreement  with  the  Employer  or the Company (or any
affiliate)  ("Other  Payments"  and,  together with the Contract Payments, the
"Payments"), would be subject to the excise tax (the "Excise Tax"), imposed by
Section  4999 of the Code, as determined as provided below, the Employer shall
pay  to  Employee,  at  the time specified in Section 5.2 below, an additional
amount (the "Gross-Up Payment") such that the net amount retained by Employee,
after  deduction of the Excise Tax on Contract Payments and Other Payments and
any  federal,  state  and  local  income  or other tax and Excise Tax upon the
payment  provided  for  by  this  Section  5.1, and any interest, penalties or
additions  to  tax payable by Employee with respect thereto, shall be equal to
the  total  present  value  of the Contract Payments and Other Payments at the
time such Payments are to be made.  For purposes of determining whether any of
the  Payments will be subject to the Excise Tax and the amounts of such Excise
Tax,  (1)  the  total  amount  of  the Payments shall be treated as "parachute
payments"  within  the  meaning  of  Section  280G(b)(2)  of the Code, and all
"excess  parachute  payments"  within the meaning of Section 280G(b)(1) of the
Code shall be treated as subject to the Excise Tax, except to the extent that,
in  the  opinion  of  independent  tax  counsel  selected  by  the  Employer's
independent  auditors and reasonably acceptable to Employee ("Tax Counsel"), a
Payment (in whole or in part) does not constitute a "parachute payment" within
the  meaning  of  Section  280G(b)(2)  of  the Code, or such "excess parachute
payments"  (in  whole  or  in part) are not subject to the Excise Tax, (2) the
amount  of  the  Payments  that shall be treated as subject  to the Excise Tax
shall  be  equal  to the lesser of (A) the total amount of the Payments or (B)
the  amount  of  "excess  parachute  payments"  within  the meaning of Section
280G(b)(1)  of  the Code (after applying clause (1) hereof), and (3) the value
of any noncash benefits or any deferred payment or benefit shall be determined
by Tax Counsel in accordance with the principles of Section 280G(d)(3) and (4)
of  the Code.  For purposes of determining the amount of the Gross-Up Payment,
Employee  shall  be  deemed  to pay federal income tax at the highest marginal
rates  of  federal  income  taxation applicable to individuals in the calendar
year  in  which  the Gross-Up Payment is to be made and state and local income
taxes at the highest effective rates of taxation applicable to Employee in the
calendar  year in which the Gross-Up Payment is to be made, net of the maximum
reduction  in federal income taxes that can be obtained from deduction of such
state  and  local  taxes,  taking  into  account any limitations applicable to
individuals  subject  to  federal  income  tax  at the highest marginal rates.

          5.2       Gross-Up Payments provided for in Section 5.1 hereof shall
be  made  upon  the  earlier  of  (i)  the payment to Employee of any Contract
Payment  or  Other  Payment or (ii) the imposition upon Employee or payment by
Employee  of  any  Excise  Tax.

          5.3         The Employee shall notify the Employer in writing of any
claim  by  the Internal Revenue Service that, if successful, would require the
payment  by  the  Employer  of a Gross-Up Payment.  Such notification shall be
given  as  soon  as  practicable  but no later than 20 business days after the
Employee  is  informed in writing of such claim and shall apprise the Employer
of  the  nature of such claim and the date on which such claim is requested to
be  paid.  The Employee shall not pay such claim prior to expiration of the 30
day  period  following the date on which the Employee gives such notice to the
Employer  (or such shorter period ending on the date that any payment of taxes
with  respect to such claim is due).  If the Employer notifies the Employee in
writing prior to the expiration of such period that it desires to contest such
claim  the  Employee  shall:

          i)     give the Employer any information reasonably requested by the
Employer  relating  to  such  claim;

          ii)     take such action in connection with contesting such claim as
the Employer shall reasonably request in writing from time to time, including,
without  limitation, accepting legal representation with respect to such claim
by an attorney reasonably selected by the Employer and reasonably satisfactory
to  the  Employee;

          iii)          cooperate  with the Employer in good faith in order to
effectively  contest  such  claim;  and

          iv)          permit  the  Employer to participate in any proceedings
relating  to  such  claim;

provided,  however,  that  the  Employer  shall bear and pay directly all
costs  and  expenses  (including,  but not limited to, additional interest and
penalties  and  related  legal,  consulting or other similar fees) incurred in
connection  with  such  contest,  and  shall  indemnify  and hold the Employee
harmless,  on  an  after-tax basis, for any Excise Tax or other tax (including
interest  and  penalties  with  respect  thereto)  imposed as a result of such
representation  and  payment  of  costs  and  expenses.

          5.4          The  Employer  shall  control  all proceedings taken in
connection with such contest and, at its sole option, may pursue or forego any
and all administrative appeals, proceedings, hearings and conferences with the
taxing  authority in respect of such claim and may, at its sole option, either
direct the Employee to pay the tax claimed and sue for a refund or contest the
claim  in  any  permissible  manner, and the Employee agrees to prosecute such
contest  to  a determination before any administrative tribunal, in a court of
initial  jurisdiction  and  in  one  or more appellate courts, as the Employer
shall  reasonably  determine;  provided, however, that if the Employer directs
the  Employee  to  pay  such  claim  and  sue for a refund, the Employer shall
advance  the  amount of such payment to the Employee on a interest-free basis,
and  shall  indemnify  and  hold the Employee harmless, on an after-tax basis,
from any Excise Tax or other tax (including interest or penalties with respect
thereto)  imposed with respect  to such advance or with respect to any imputed
income  with  respect  to  such  advance;  and  provided, further, that if the
Employee  is  required  to  extend  the  statute  of limitations to enable the
Employer  to  contest such claim, the Employee may limit this extension solely
to  such  contested  amount.    The Employer's control of the contest shall be
limited  to  issues  with respect to which a Gross-Up Payment would be payable
hereunder and the Employee shall be entitled to settle or contest, as the case
may  be,  any  other issue raised by the Internal Revenue Service or any other
taxing  authority.    In  addition,  no  position  may  be taken nor any final
resolution be agreed to by the Employer without the Employee's consent if such
position  or  resolution  could reasonably be expected to adversely affect the
Employee  (including  any  other tax position of the Employee unrelated to the
matters  covered  hereby).

          5.5     As a result of the uncertainty in the application of Section
4999  of  the Code at the time of the initial determination by the Employer or
the  Tax  Counsel  hereunder, it is possible that Gross-Up Payments which will
not  have  been  made  by the Employer should have been made ("Underpayment"),
consistent  with  the calculations required to be made hereunder  In the event
that  the  Employer  exhausts  its  remedies  and  the  Employee thereafter is
required  to  pay  to  the  Internal  Revenue  Service an additional amount in
respect of any Excise Tax, the Employer or the Tax Counsel shall determine the
amount  of  the Underpayment that has occurred and any such Underpayment shall
promptly    be  paid  by  the  Employer to or for the benefit of the Employee.

          5.6     If, after the receipt by Employee of the Gross-Up Payment or
an amount advanced by the Employer in connection with the contest of an Excise
Tax claim, the Employee becomes entitled to receive any refund with respect to
such claim, the Employee shall promptly pay to the Employer the amount of such
refund  (together  with  any  interest  paid  or  credited thereon after taxes
applicable  thereto).    If,  after  the  receipt by the Employee of an amount
advanced  by  the  Employer  in  connection  with  an  Excise  Tax  claim,  a
determination  is  made that Employee shall not be entitled to any refund with
respect to such claim and the Employer does not notify the Employee in writing
of  its intent to contest the denial of such refund prior to the expiration of
30 days after such determination, such advance shall be forgiven and shall not
be  required  to  be  repaid.

     6.         SUCCESSORS;  BINDING  AGREEMENT.
                -------------------------------

          6.1   Successors  of the Company.  The Employer and the Company will
                -------------------------
require  any successor (whether direct or indirect, by purchase, amalgamation,
merger,  consolidation  or  otherwise)  to  all  or  substantially  all of the
business  and/or  assets  of  the Employer and/or the Company, by agreement in
form  and substance satisfactory to Employee, expressly to assume and agree to
perform  this  Agreement  in  the  same manner and to the same extent that the
Employer and the Company would be required to perform it if no such succession
had  taken  place.    Failure  of  the Employer and the Company to obtain such
agreement  prior to the effectiveness of any such succession shall be a breach
of this Agreement and shall entitle Employee to compensation from the Employer
in  the  same  amount  and  on  the  same  terms as Employee would be entitled
hereunder  if  Employee terminated his employment for Good Reason, except that
for  purposes  of  implementing  the  foregoing,  the  date  on which any such
succession  becomes effective shall be deemed the Date of Termination. As used
in  this Agreement, the terms, "Employer" and "the Company", shall include any
successor  to the business and/or assets of the Employer and/or the Company as
aforesaid  which  executes  and  delivers  the  agreement provided for in this
Section  6 or which otherwise becomes bound by all the terms and provisions of
this  Agreement  by  operation  of  law.

          6.2    Employee's  Heirs,  etc.    This Agreement shall inure to the
                 ------------------------
benefit of and be enforceable by Employee's personal or legal representatives,
executors,  administrators,  successors,  heirs,  distributees,  devisees  and
legatees.   If Employee should die while any amounts would still be payable to
Employee  hereunder  as  if  Employee had continued to live, all such amounts,
unless  otherwise  provided herein, shall be paid in accordance with the terms
of  this  Agreement  to  Employee's devisee, legatee, or other designee or, if
there  be  no  such  designee,  to  Employee's  estate.

     7.     NOTICE.  For the purposes of this Agreement, notices and all other
            ------
communications  provided for in the Agreement shall be in writing and shall be
deemed  to  have  been  duly  given  when delivered or mailed by United States
registered  mail,  return  receipt requested, postage prepaid, or by overnight
courier  service, addressed to the respective addresses set forth on the first
page  of  this  Agreement,  provided that all notices to the Employer shall be
directed  to the attention of the Chief Executive Officer of the Employer with
a  copy to the Secretary of the Employer, and all notices to the Company shall
be  directed  to  c/o  Triton  Exploration  Services,  Inc.,  6688  N. Central
Expressway,  Suite  1400, Dallas, Texas 75206 attention: President, or to such
other  address  as  any  party  may hereafter specify in writing in accordance
herewith,  except  that  notices  of change of address shall be effective only
upon  receipt.

     8.       MISCELLANEOUS.  No provisions of this Agreement may be modified,
              -------------
waived  or  discharged unless such waiver, modification or discharge is agreed
to  in writing signed by Employee, the Employer and the Company (in whose case
such  signatory shall be such officer as may be specifically designated by the
Board  (which  shall  in  any  event  include  the  Company's  Chief Executive
Officer)).   No waiver by either party hereto at any time of any breach by the
other  party hereto of, or compliance with, any condition or provision of this
Agreement  to  be  performed  by  such other party shall be deemed a waiver of
similar  or dissimilar provisions or conditions at the same or at any prior or
subsequent time.  No agreements or representations, oral or otherwise, express
or implied, with respect to the subject matter hereof have been made by either
party  which  are  not  set  forth expressly in this Agreement. This Agreement
constitutes  the  entire agreement of the parties regarding the subject matter
hereof,  and  supersedes all prior agreements and understandings, both written
and  oral,  among  the  parties,  or  any of them, with respect to the subject
matter  hereof.

     9.      VALIDITY. The invalidity or unenforceability of any provisions of
             --------
this  Agreement  shall  not effect the validity or enforceability of any other
provision  of  this  Agreement,  which  shall remain in full force and effect.

     10.          COUNTERPARTS.  This Agreement may be executed in one or more
                  ------------
counterparts, each of which shall be deemed to be an original but all of which
together  will  constitute  one  and  the  same  instrument.

     11.     GOVERNING LAW; JURISDICTION.  This Agreement shall be governed by
             ---------------------------
and  construed  under  the  laws  of  the State of Texas. The Employer and the
Company  hereby  irrevocably  submit to the jurisdiction of any Texas State or
Federal  court sitting in the Northern District of Texas, and the jurisdiction
of  any  arbitration panel constituted pursuant to Section 11 hereof, over any
action, proceeding or arbitration arising out of or relating to this Agreement
and  the  Employer and the Company hereby irrevocably agree that all claims in
respect of such action or proceeding may be heard and determined in such Texas
State  or  Federal  court  or  arbitration  proceeding.

     12.          ARBITRATION.  Any dispute or controversy arising under or in
                  -----------
connection  with this Agreement shall be settled exclusively by arbitration in
Dallas,  Texas  (in  accordance  with  the  rules  of the American Arbitration
Association then in effect).  Notwithstanding the pendency of any such dispute
or  controversy,  the  Employer  will  continue  to  pay  Employee  his  full
compensation  in  effect  when the notice giving rise to the dispute was given
(including,  but not limited to, base salary and installments under incentive,
bonus  or  other  plans)  and  continue  Employee  as  a  participant  in  all
compensation,  benefit and insurance plans in which Employee was participating
when  the  notice  giving  rise to the dispute was given, until the dispute is
finally  resolved  in  accordance with Section 3.5 hereof.  Amounts paid under
this  paragraph  are in addition to all other amounts due under this Agreement
and  shall  not  be  offset against or reduce any other amounts due under this
Agreement.    Judgment  may  be entered on the arbitrator's award in any court
having  jurisdiction;  provided,  however,  that Employee shall be entitled to
seek  specific  performance  of  his  right  to  be  paid  until  the  Date of
Termination during the pendency of any dispute or controversy arising under or
in  connection  with  this  Agreement.

     13.    CAPTIONS  AND  GENDER.    The use of captions and Section headings
            ---------------------
herein  is  for  the  purposes  of  convenience  only and shall not effect the
interpretation  or  substance  of any provisions contained herein.  Similarly,
the  use of the masculine gender with respect to pronouns in this Agreement is
for  purposes  of  convenience and includes either sex who may be a signatory.

     14.    LEGAL  FEES.   The Employer shall pay Employee, no less frequently
            -----------
than  monthly,  all legal fees and expenses reasonably incurred by Employee in
connection with this  Agreement (including all such fees and expenses, if any,
incurred  in  contesting  or  disputing the nature of any such termination for
purposes  of  this  Agreement  or in seeking to obtain or enforce any right or
benefit  provided by this Agreement, but excluding any legal fees and expenses
relating  to  a  claim  brought  be Employee that a court has determined (in a
final,  non-appealable  judgment)  to  be  brought  in  bad  faith).


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


                              TRITON  EXPLORATION  SERVICES,  INC.


                              By:          ___________________________________






<PAGE>
                            JOINDER OF THE COMPANY


     The  Company  hereby  joins  in  this  Agreement  for  the  purpose  of
guaranteeing,  and  the  Company  does  hereby  unconditionally  guarantee, to
Employee the due and prompt performance by the Employer, or its successors and
assigns  as  provided  herein  (the  "Obligor")  of  the Obligor's obligations
hereunder and covenanting, and the Company does hereby covenant, with Employee
to  be  bound by the agreements of the Company as set forth herein. In case of
the  failure  of  the  Obligor to punctually perform any obligation under this
Agreement,  including  the making of any payment hereunder, the Company hereby
agrees  to  cause any such obligation to be promptly performed when and as the
same  shall  be  due. The Company hereby agrees that its obligations hereunder
shall  be  as if it were principal obligor and not merely surety, and shall be
absolute  and  unconditional, irrespective of, and shall be unaffected by, any
invalidity,  irregularity  or  unenforceability  of  any  provision  of  this
Agreement,  any  failure  to  enforce the provisions of this Agreement, or any
waiver,  modification  or  indulgence  granted  to  the  Obligor  with respect
thereto,  by  the  Employee,  or  any  other  circumstance which may otherwise
constitute  a  legal  or  equitable  discharge  of a surety or guarantor.  The
Company  hereby  waives diligence, presentment, demand, any right to require a
proceeding  first  against  the  Obligor,  and  all  demands  whatsoever,  and
covenants  that  its  obligations  under this Agreement will not be discharged
except  by  performance  in  full  of the Obligor's obligations hereunder. The
agreements  of  the  Company  hereunder  shall  inure to the benefit of and be
enforceable  by  Employee's  personal  or  legal  representatives,  executors,
administrators,  successors,  heirs,  distributees,  devisees  and  legatees.


                              TRITON  ENERGY  LIMITED


                              By:          ___________________________________