EXHIBIT 10.2






                       TRITON EXPLORATION SERVICES, INC.
                  (AS SUCCESSOR TO TRITON ENERGY CORPORATION)

                    SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



                       AS AMENDED AND RESTATED EFFECTIVE
                                JANUARY 1, 1998


<PAGE>
                               TABLE OF CONTENTS



                                                                          PAGE

ARTICLE 1.     DEFINITIONS                                                  1

ARTICLE 2.     PARTICIPATION                                                6

ARTICLE 3.     RETIREMENT BENEFITS                                          7

ARTICLE 4.     ADMINISTRATION                                              10

ARTICLE 5.     OTHER PROVISIONS                                            11






The  purpose  of  the Triton Exploration Services, Inc. Supplemental Executive
Retirement  Plan  (the "Plan") is to provide deferred compensation to a select
group of management and highly compensated employees who contribute materially
to  the  continued  growth,  development and future business success of Triton
Exploration  Services,  Inc.  (the "Corporation") and its affiliated companies
(collectively,  the  "Employers"), and to provide a retirement benefit package
that  will  assist  the  Employers in attracting, retaining and motivating the
best  available  talent  to  enter  their  employ.


                                   ARTICLE 1
                                  DEFINITIONS



As used in this document, unless otherwise defined or required by the context,
the  following  terms  have  the  meanings  set  forth  in  this  Article  1.

1.01          ACCRUED  RETIREMENT  BENEFIT

     The  Accrued Retirement Benefit of any Participant who, at any time on or
after  January  1,  1998,  is  or was employed by an Employer and is or was an
officer  of  Parent,  is  determined  using  the  formula  used to compute the
Participant's  Normal  Retirement  Benefit,  multiplied  by  the Participant's
accrual percentage determined according to the following schedule on the basis
of  the  Participant's  completed  Years  of  Service:

              YEARS OF SERVICE     PERCENTAGE OF BENEFIT ACCRUED
                Less than 1                   0%
                       1                     10%
                       2                     20%
                       3                     30%
                       4                     40%
                       5                     50%
                       6                     60%
                       7                     70%
                       8                     80%
                       9                     90%
                   10 or more               100%
                -------------               ----

     The  Accrued  Retirement  Benefit for any other Participant is determined
based  upon  the  provisions  of  the  Plan  in  effect  on  the  date  of the
Participant's  termination  of  employment  with  the  Corporation.


1.02          ACTUARIAL  EQUIVALENT

     Actuarial  Equivalent  means  a form of benefit differing in time, period
and/or  manner  of  payment  from  another form of benefit but having the same
value  when  computed  based  upon  the  following  interest  and  mortality
assumptions:

          Interest:     8%  per  annum,  compounded  annually

          Mortality:    1983 Group Annuity Mortality Table using unisex rates
                        which  are  blended  using  50%  male  rates  and  50%
                        female  rates

     The  present value of any Accrued Benefit for purposes of determining the
amount  of a lump-sum distribution will be equal to the greater of the present
value  determined  using the interest rate and mortality table specified above
or  the  present  value  determined  using  the "Applicable Interest Rate" and
"Applicable  Mortality  Table."

     The  "Applicable  Interest  Rate" is the rate equal to the annual rate of
interest  on 30-year Treasury securities for the month before the first day of
the  Plan  Year quarter of distribution or such other time as the Secretary of
the  Treasury  may  by  regulation  prescribe.

     The  "Applicable  Mortality  Table"  is  the table based on the mortality
rates  in  Revenue  Ruling  95-6  or  such other table as the Secretary of the
Treasury  may  later  prescribe.

1.03          AVERAGE  MONTHLY  COMPENSATION

     A  Participant's  Average  Monthly  Compensation,  as of a given date, is
determined  by dividing the total Compensation he received during the five (5)
consecutive  calendar  years  for  which  his  Compensation was highest by the
number  of  months  during such period for which he received Compensation.  No
fractional calendar years resulting from a Participant's date of employment or
date  of  termination  will  be  taken  into  account.

1.04          BENEFICIARY

     Beneficiary  is  the person, persons, trust or other entity designated to
receive  any  amount  payable  upon  the  death  of  a  Participant.

1.05          BOARD  OF  DIRECTORS

     Board  of  Directors  means  the  Board  of Directors of the Corporation.

1.06          CHANGE  IN  CONTROL

     Change  in  Control  means  the  occurrence  of  any  of  the  following:

     (a)          The  consummation  of:

          (1)     Any consolidation, amalgamation or merger of Parent in which
Parent  is  not  the  continuing or surviving corporation or pursuant to which
shares  of  Parent's  common stock would be converted into cash, securities or
other property, other than a merger of Parent in which the holders of Parent's
common  stock  immediately  prior  to  the  merger have the same proportionate
ownership  of  common stock of the surviving corporation immediately after the
merger,  or

          (2)          Any  sale, lease, exchange or other transfer (excluding
transfer  by  way of hypothecation), in one transaction or a series of related
transactions,  of  all,  or  substantially  all,  of  the  assets  of Parent ;

     (b)       The shareholders of Parent approve any plan or proposal for the
liquidation  or  dissolution  of  Parent,

     (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) or any "group" (as
such  term is used in Rule 13d-5 promulgated under the Securities Exchange Act
of  1934),  other  than Parent or any successor of Parent or any subsidiary of
Parent  or  any  employee  benefit plan of Parent or any subsidiary (including
such  plan's trustee), becomes, without the prior approval of the Directors of
Parent,  a  beneficial  owner for purposes of Rule 13d-3 promulgated under the
Securities  Exchange  Act  of  1934,  directly or indirectly, of securities of
Parent representing 25% or more of Parent's then outstanding securities having
the  right  to  vote  in  the  election  of  Directors  of  Parent,  or

     (d)       During any period of two consecutive years, individuals who, at
the  beginning  of  such  period  constituted the entire Board of Directors of
Parent,  cease  for  any reason (other than death) to constitute a majority of
the  Directors of Parent, unless the election, or the nomination for election,
by  Parent's  shareholders,  of  each new Director of Parent was approved by a
vote  of  at  least two-thirds of the Directors of Parent then still in office
who  were  Directors  of  Parent  at  the  beginning  of  the  period.

1.07          COMPENSATION

     Compensation means the base salary paid by a Participating Employer to an
Eligible  Employee  during  the Plan Year, excluding any bonuses, commissions,
expense  allowances,  overtime,  severance pay, overrides, royalties, or other
extraordinary  compensation.

     Compensation  also  includes  any  amounts  of  base salary which are not
otherwise  includable  in  the gross income of an Eligible Employee due to (i)
Code  Section  125,  402(a)(8),  402(h)  or  403(b),  (ii) any other voluntary
deferred compensation election by the Eligible Employee or (iii) other similar
amounts  as determined from time to time by the SERP Administrative Committee.

1.08          CORPORATION

     Corporation  means  Triton  Exploration  Services,  Inc.

1.09          EFFECTIVE  DATE

     The  Effective  Date  of the Plan is September 1, 1990. The Plan was most
recently  amended  and restated effective October 1, 1995.  The Effective Date
of  the  amendments  of  the  Plan effected by this restatement of the Plan is
January  1,  1998.

1.10          ELIGIBLE  EMPLOYEE

     Eligible Employees are those employees of each Participating Employer who
are officers and key management personnel and who are selected by the Board of
Directors  to  be  eligible  to  participate  in  the  Plan.

1.11          EMPLOYMENT  COMMENCEMENT  DATE

     The  date on which an Eligible Employee first performs an Hour of Service
for  a  Participating  Employer  is  his  Employment  Commencement  Date.

1.12          MONTHLY  SOCIAL  SECURITY  BENEFIT

     Monthly  Social  Security  Benefit  means  the amount of monthly benefits
which  an  Eligible  Employee  would  be  entitled  to receive as his "primary
insurance  amount"  determined under the provisions of the Social Security Act
as  in  effect on the January lst coincident with or immediately preceding the
earlier  of  (a)  his  date  of  retirement  or  termination or (b) his Normal
Retirement Date.  Such amount will be determined assuming (a) that he has made
or  will  make  appropriate  application  for  such benefit, (b) that no event
occurs  to  delay  or forfeit any part of such benefit, (c) that if he dies or
retires  (except for Disability Retirement) before his Normal Retirement Date,
he  will  continue  to  receive until his Normal Retirement Date, remuneration
(which  would  be treated as taxable wages for purposes of the Social Security
Act)  at  the  same  rate  as  at  the  time  of retirement  or  death, and
(d) that if he retires under the Plan on account of Disability,  his  Monthly
Social Security Benefit, as herein defined, will be the  benefit  payable if
his Social Security disability insurance benefit were to be approved at the
same time as his Disability Retirement Benefit.  As used in  this Section, the
term "primary insurance amount" has the meaning ascribed to  it  in  the
federal Social Security Act, as amended, and in effect on the affected
Participant's  date  of  retirement,  death,  severance,  or  Normal
Retirement  Date,  as  the  case  may  be.

     A  Participant's Monthly Social Security Benefit will be determined based
upon  estimated  compensation  histories  in accordance with the rules in this
paragraph.    The  pre-separation  or  pre-retirement  compensation history is
estimated  by  applying  a  salary  scale,  projected  backwards,  to  the
Participant's  compensation  (as  defined  in  Section  3.03 of Revenue Ruling
71-446)  at  separation or retirement.  The salary scale represents the actual
change  in  the average wages from year to year as used by the Social Security
Administration to determine earnings index factors for Social Security Average
Indexed  Monthly  Earnings.

     The  determination  of  the  amount  of  a  Participant's  Monthly Social
Security  Benefit  will  be  made  by  the  SERP  Administrative  Committee.

1.13          HOUR  OF  SERVICE

     An  Hour  of  Service  is  each  hour for which a Participant is paid, or
entitled  to  payment,  for  the  performance  of  duties for  a Participating
Employer.

1.14          NORMAL  RETIREMENT  DATE

     A Participant's Normal Retirement Date is the first day of the month that
coincides with or next follows the date on which the Participant retires after
satisfying  the  following  conditions:

     (a)          Attainment  of  age  60,  and

     (b)          Completion  of  10  Years  of  Service.

1.15          PARENT

     The  term "Parent" means Triton Energy Limited, a Cayman Islands company.

1.16          PARTICIPANT

     The  term  "Participant"  means  an  Eligible Employee or former Eligible
Employee  who  is  participating  in  the  Plan  and  who is or who may become
eligible  to  receive a benefit of any type from the Plan or whose Beneficiary
may  be  eligible  to  receive  any  such  benefit.

1.17          PARTICIPATING  EMPLOYER

     The  term  "Participating  Employer"  means the Corporation and any other
subsidiary  of  the  Parent  that  has adopted the Plan for the benefit of its
Eligible  Employees  with  the  written  consent  of  the  SERP Administrative
Committee.

1.18          PENSION  PLAN  OFFSET

     Pension  Plan  Offset  means  the  monthly  amount  of  retirement income
commencing  at  age  65  which  is  payable  to a Participant under the Triton
Exploration  Services, Inc. Retirement Income Plan.  For married Participants,
such  benefit will be in the form of a 50% joint and survivor annuity, and for
a  single  Participant,  in  the  form of a life only benefit as determined in
accordance  with  the  assumptions  and  methods  set  forth  in  the  Triton
Exploration  Services,  Inc.  Retirement  Income  Plan.

1.19          PLAN  YEAR

     Plan  Year  means  the  fiscal  year  of  the  Corporation.

1.20          SERP  ADMINISTRATIVE  COMMITTEE

     The  SERP  Administrative  Committee  will  mean  the  person  or persons
appointed  by the Board of Directors to administer the Plan in accordance with
Article  4.

1.21          YEARS  OF  SERVICE

     Years  of  Service  are based upon an Eligible Employee's elapsed time of
employment  during  which  the  Eligible  Employee  is  entitled  to  receive
Compensation.    A  Year  of  Service  (including  a fraction thereof) will be
credited  for  each  completed 365 days of such elapsed time which need not be
consecutive.    Years  of Service with any subsidiaries or other affiliates of
the  Corporation  will be recognized if so approved by the Board of Directors.


                                   ARTICLE 2
                                 PARTICIPATION



2.01          PARTICIPATION

     The Board of Directors will, from time-to-time, select those officers and
key  management  personnel  of  the  Participating  Employers  to  be Eligible
Employees.


                                   ARTICLE 3
                              RETIREMENT BENEFITS



3.01          NORMAL  RETIREMENT

     Subject  to  provisions of Section 5.03, a Participant who retires on his
Normal  Retirement Date will begin to receive the Normal Retirement Benefit to
which  he  is  entitled.

     (A)          NORMAL  RETIREMENT  BENEFIT

          A  Participant's  Normal  Retirement  Benefit is the monthly pension
benefit commencing on his Normal Retirement Date payable in the Normal Benefit
Form  in  an  amount  equal  to:

          (1)          50%  of  his  Average  Monthly  Compensation,  minus

          (2)      The sum of (a) his Monthly Social Security Benefit plus (b)
his  Pension  Plan  Offset.

          In addition, the amount of a Participant's Normal Retirement Benefit
shall  be  reduced  by  the  sum  of  (a) the Participant's monthly retirement
benefit  determined  under any applicable national pension system of countries
other  than  the United States and (b) any monthly retirement benefit that may
be  provided  to  the Participant by an Employer outside of the United States.
The  SERP Administrative Committee shall apply procedures similar to those for
determining  the  amount  of the Participant's Monthly Social Security Benefit
and  Pension Plan Offset for purposes of computing the amount of reductions in
this  paragraph.

          The  amount of the Normal Retirement Benefit which is payable in any
month  up  to and including the month in which the Participant attains (or, if
deceased,  would  have  attained) age 62 shall be determined without regard to
the reduction for the Monthly Social Security Benefit. The SERP Administrative
Committee  shall  apply  a  procedure  similar to this with regard to national
pension  system  benefits  outside  the  United  States.

     (B)          NORMAL  BENEFIT  FORM

          20  Years  Certain - Monthly pension benefit payable for a period of
20  years.


3.02          EARLY  RETIREMENT

     Subject  to  the provisions of Section 5.03, a Participant may retire and
elect,  in  accordance with the provisions of Section 3.06, to begin receiving
monthly  pension benefits as of the first day of any month that coincides with
or  next  follows the date upon which he satisfies the following requirements:

     (a)          Attainment  of  age  55;  and

     (b)          Completion  of  five  Years  of  Service.

     A  Participant  who  elects  to begin receiving a monthly pension benefit
prior  to  his  Normal  Retirement  Date  will  receive an amount equal to his
Accrued  Retirement  Benefit,  reduced  by  .833% for each month  by which the
benefit  commencement  date precedes the Participant's Normal Retirement Date.

     Such  monthly  pension benefit will be paid in equal monthly installments
for  a  period  of  20  years.

3.03          OTHER  SEVERANCE  OF  EMPLOYMENT

     Subject  to  the provisions of Section 5.03, a Participant who terminates
employment  with  all Employers for any reason (other than death) prior to the
completion  of  five  Years  of  Service will be entitled to receive a monthly
pension benefit equal to his Accrued Retirement Benefit.  Such monthly pension
benefit  will  begin on the first day of the month that coincides with or next
follows  the  later  of  the  Participant's  attainment  of  age  60  or  the
Participant's  last  day  of employment with all Employers and will be paid in
equal  monthly  installments  for  a  period  of  20  years.

3.04          PRE-RETIREMENT  DEATH  BENEFIT

     Subject  to  the provisions of Section 5.03, if a Participant dies before
terminating  employment,  the  Participant's  designated  Beneficiary  will be
entitled to receive a monthly pension benefit which will commence on the first
day of the month following the Participant's date of death and will be paid in
equal  monthly  installments  for  a  period  of  20  years.

     The  amount  of  the monthly pension benefit will equal the Participant's
Accrued  Retirement  Benefit,  reduced  by  .833%  for each month by which the
benefit  commencement  date precedes the Participant's Normal Retirement Date.
No  additional  reduction  will  be made for a benefit commencement date which
precedes  the  Participant's  Normal  Retirement Date by more than five years.

3.05          REEMPLOYMENT

     If  a  Participant (a) terminates employment, (b) receives a distribution
of  all  or  a  portion  of  his  Accrued  Retirement Benefit and (c) is later
reemployed,  the  Participant's  Normal  Retirement Benefit (and therefore his
Accrued  Retirement Benefit) will be reduced by the Actuarial Equivalent value
of  the  benefit  which  was previously distributed.  The Actuarial Equivalent
value for purposes of this Article will be determined based on the assumptions
used  at  the  time  of  the  previous  distribution.

3.06          PARTICIPANT  ELECTIONS

     (A)          FORM  OF  ELECTION

     A Participant may make an election under this Section 3.06 at any time by
filing  a  completed  benefit  election  form  with  the  SERP  Administrative
Committee.    Any  such  benefit  election form will be deemed valid (and will
therefore  supersede  a  previously valid benefit election form) only if it is
executed  and  filed at least 24 months prior to the Participant's last day of
employment  with  all  Employers.

     The  monthly  pension benefit for a Participant who terminates employment
without a valid benefit election form will commence as of the first day of the
month  that  coincides  with  or  next  follows the later of the Participant's
attainment  of  age  60  or  the Participant's last day of employment with all
Employers  and  will  be paid in equal monthly installments for a period of 20
years.

     (B)          EARLY  COMMENCEMENT  OF  BENEFITS

     A  Participant may elect for the commencement of monthly pension benefits
prior to his Normal Retirement Date under the provisions of Section 3.02. If a
Participant  elects  a benefit commencement date which precedes his attainment
of  age  60  but  does not complete five Years of Service, his monthly pension
benefit  will  commence  in  accordance  with  the provisions of Section 3.03.

     (C)          OPTIONAL  BENEFIT  FORMS

     A  Participant  (or,  upon  the  Participant's  death,  the Participant's
Beneficiary) may elect to receive his benefit under any of the following forms
of  benefit  distribution.    The  optional  benefit  forms  are  equal to the
Actuarial  Equivalent  of the Normal Benefit Form and may be in an amount more
than  or  less  than that provided by the Normal Benefit Form depending on the
option  selected.    Such  distribution may be in one or more of the following
forms:

     (1)         Lifetime Pension - monthly pension benefit payable during the
lifetime  of  the  Participant.

     (2)     Joint & 50% Contingent Survivor Pension - monthly pension benefit
payable  during  the  joint  lifetime of the Participant and the Participant's
spouse;  reduces  to  50%  of  the  original  amount  upon  the  death  of the
Participant.

     (3)     Joint & 75% Contingent Survivor Pension - monthly pension benefit
payable  during  the  joint  lifetime of the Participant and the Participant's
spouse;  reduces  to  75%  of  the  original  amount  upon  the  death  of the
Participant.

     (4)     Joint & Survivor Pension - monthly pension benefit payable for as
long  as  either  the  Participant  or  the  Participant's  spouse  is  alive.


                                   ARTICLE 4
                                ADMINISTRATION



4.01          SERP  ADMINISTRATIVE  COMMITTEE

     (a)          The  Board  of  Directors will appoint a SERP Administrative
Committee  consisting  of one or more persons and may increase or decrease the
number of persons serving on the SERP Administrative Committee at any time and
from time to time.  Any member of the SERP Administrative Committee may resign
upon  ten  days  prior  written  notice  to  the  Board  of Directors.  Unless
expressly  provided  to  the  contrary  in  writing,  each  member of the SERP
Administrative  Committee  will  be  deemed  to resign upon his termination of
employment  with  the    Participating  Employers.  The Board of Directors may
remove any such member at any time by notifying such person in writing and may
appoint  a  successor.

     (b)         The SERP Administrative Committee will be responsible for the
management, operation and administration of the Plan.  The SERP Administrative
Committee  will have all powers necessary to administer the Plan in accordance
with  its  terms.    The  SERP  Administrative  Committee will have the power,
exercisable  in  its  sole  and  absolute discretion, to construe the Plan and
determine  all  questions  that  may  arise thereunder and to establish rules,
forms  and  procedures  for  the administration of the Plan.  In addition, the
SERP  Administrative  Committee will establish and maintain a claims procedure
similar  to  that  set  forth in Section 503 of the Employee Retirement Income
Security  Act  of  1974  and  the  regulations  thereunder.

     (c)          The SERP Administrative Committee may engage or appoint such
assistants or representatives as it deems necessary for the effective exercise
of  its  duties  in administering the Plan.  The SERP Administrative Committee
may  delegate  to  such  assistants and representatives any powers and duties,
both  ministerial  and  discretionary,  as may be necessary or advisable.  The
SERP  Administrative  Committee  also  may  engage  accountants,  actuaries,
attorneys,  and  such  other  personnel  as  it  deems necessary or advisable.

     (d)     All actions of the SERP Administrative Committee will require the
consent  of  a  majority  of  the  then  members  of  the  SERP Administrative
Committee.    All  actions  taken by the SERP Administrative Committee will be
final,  conclusive  and  binding  on  all  parties.

     (e)          In the event the SERP Administrative Committee exercises any
discretionary  authority under the Plan with respect to a Participant who is a
member of the SERP Administrative Committee, such discretionary authority will
be  exercised  solely  and  exclusively  by  those  members  of  the  SERP
Administrative  Committee  other  than  the  Participant.    In  the event the
remaining members of the SERP Administrative Committee cannot reach a majority
conclusion,  or,  if  such  Participant  is  the  sole  member  of  the  SERP
Administrative  Committee,  the  Board  of  Directors  of the Corporation will
appoint  a  temporary  substitute  SERP  Administrative  Committee  member  to
exercise  all  the  powers of a qualified SERP Administrative Committee member
concerning  the  matter  in  which such Participant cannot so act or for which
there  is  a  deadlock.

4.02          COSTS  AND  EXPENSES

     All  costs  and  expenses  with  respect to the adoption, implementation,
interpretation,  and  administration  of  the  Plan  will  be  borne  by  the
Corporation.

4.03          LIABILITY  OF  SERP  ADMINISTRATIVE  COMMITTEE

     Unless  resulting  from his own fraud or willful misconduct, no member of
the  SERP  Administrative Committee will be liable for any loss arising out of
any  action  taken or failure to act by the SERP Administrative Committee or a
member  thereof  in  connection  with  this  Plan.    The  SERP Administrative
Committee  and  any individual member of the SERP Administrative Committee and
any  agent  thereof  will  be  fully  protected  in relying upon the advice of
professional  consultants  or advisers employed by the Corporation or the SERP
Administrative  Committee.

4.04          INDEMNIFICATION

     Each  Participating Employer jointly and severally indemnifies and agrees
to  hold  harmless  the  members  of the SERP Administrative Committee and all
directors,  officers  and employees of the Participating Employers against any
loss,  claim, cost, expense (including attorneys' fees), judgment or liability
arising  out  of any action taken or failure to act by the SERP Administrative
Committee  or such individual in connection with this Plan; provided, however,
that this indemnity will not apply to an individual if such loss, claim, cost,
expense,  judgment,  or liability is due to such individual's fraud or willful
misconduct.


                                   ARTICLE 5
                               OTHER PROVISIONS



5.01          CONSTRUCTION

     This  Plan  will be construed in accordance with and governed by the laws
of  the  State  of Texas.  Words used in the singular will include the plural,
the  masculine  gender  will  include  the  feminine, and vice versa, whenever
appropriate.

5.02          BENEFIT  UPON  CHANGE  IN  CONTROL

     (a)        Acceleration of Accrual.  In the event of a Change in Control,
notwithstanding  any  other  provision in the Plan to the contrary, the Normal
Retirement  Benefits  of  those  Participants  who  are  employed  by      a
Participating  Employer on the date of the Change in Control will become fully
accrued  notwithstanding  the  accrual  schedule  in  Section  1.01.

     (b)         Form of Payment.  The benefits payable to a Participant under
Article  3 will be distributed to the Participant in a single lump sum payment
in cash within thirty (30) days after the date of the Change in Control.  Such
single lump sum payment will be the Actuarial Equivalent of each Participant's
Normal  Retirement  Benefit  and  will  be  based  upon  the  greater  of  the
Participant's  actual  Years  of  Service prior to the Change in Control or 10
Years  of  Service.

     (c)       Additional Benefit.  The amount of such single lump sum payment
shall  be  increased  by an additional amount in cash (the "Gross Up Payment")
such  that  the  net  amount  retained by the Participant, after reduction for
federal,  state, and local tax and any applicable payroll tax will be equal to
the amount of the lump sum payment determined without regard to any such taxes
that  may  be  assessed  with  respect  to  such single lump sum payment.  For
purposes  of  determining  the amount of the Gross Up Payment, the Participant
will  be  deemed  to  pay federal income taxes at the highest marginal rate of
federal  income  taxation  for  the calendar year in which the single lump sum
payment is made and state and local income taxes at the highest marginal rates
of  taxation  in  the state and locality of the Participant's residence on the
date  the  single  lump  sum  payment is made, net of the maximum reduction in
federal  income  taxes that could be obtained from deduction of such state and
local  taxes.

     (d)        Failure to Make Timely Payment.  If the Participating Employer
fails  to  make  such  single  lump  sum  payment  and Gross Up Payment to the
Participant  within  thirty  (30)  day  after the Change in Control, the total
amount shall bear interest at the maximum nonusurious rate allowed by law from
the  date  of  the  Change  in  Control  until  paid.

     (e)       Assumptions and Methods to Determine Benefits.  On or after the
occurrence  of  a  Change  in  Control,  the  assumptions  and methods used to
determine  the Accrued Benefit, any optional benefit, lump-sum distribution or
gross-up  may  not  be  changed  in  any  manner that reduces the value of the
benefit,  distribution  or  gross-up.



5.03          FORFEITURE  OF  BENEFITS  UNDER  THE  PLAN

     (a)       Notwithstanding any other provisions of this Plan, in the event
any  Participant's  employment with a Participating Employer is terminated for
cause  (as  herein  defined),  such Participant or his Beneficiary will not be
entitled  to  receive  any  benefits  under  this  Plan.

     (b)         Termination for cause as used in Section 5.03 above will mean
termination  of  employment  for:

          (1)     Proven or admitted dishonest acts against any Employer which
substantially  injures  any Employer or the Participant's fellow employees; or

          (2)          Conviction  for  a  felony or crime of moral turpitude.

     (c)          In  the event any Participant terminates employment with all
Employers for any reason, neither such Participant nor his Beneficiary will be
entitled  to  receive  any  further  benefits  under this Plan if, at any time
within  the  two-year  period  following  such  termination, such Participant:

          (1)          Communicates  or divulges, to or for the benefit of any
competitor  or rival of the Employers, any of the trade secrets or advertising
processes  used  by  any  Employer;

          (2)     Reveals, divulges or makes known, directly or indirectly, to
any person or entity, the name or any other information concerning any client,
customer  or  account  of  any  Employer,  or  any  details  concerning  the
relationship between any Employer and such clients, customers and accounts; or

          (3)     Reveals, divulges or makes known, directly or indirectly, to
any  person  or  entity  any  information  concerning  any prospective client,
customer  or  account  of  any  Employer,  or  any  details  concerning  the
relationship  between any Employer and any such prospective clients, customers
and  accounts  which  would  interfere  with  such  relationship.

               For  purposes  of  this  Section 5.03(c), the term "prospective
client"  will  mean  any  individual,  association,  firm,  corporation,
organization,  or  other  entity  whose  business  has  been  solicited by any
Employer  at  any time within one (1) year preceding the Participant's date of
employment  termination.

5.04          SOURCE  OF  PAYMENT  OF  BENEFITS

     The  Participating  Employers  and  Parent  will be jointly and severally
liable for all benefits owing under this Plan, out of their general assets for
Participants,  and  no Participant or Beneficiary will have any claim or right
to  any particular assets of the Participating Employers or Parent as a result
of  participation  in  this  Plan.  Each  Participant  is  a general unsecured
creditor  of  the  Participating  Employers and parent  with no greater rights
than  any  other  general unsecured creditor of the Participating Employers or
Parent.  The  Plan  is  totally unfunded and represents only the Participating
Employers'  and  Parent's  unsecured  promise  to  pay  benefits  as  provided
hereunder.  The  Participating  Employers  or  Parent  may,  but  will  not be
obligated  to,  purchase  one  or  more  life insurance or annuity policies or
contracts  for  the  purpose of providing for their obligations hereunder. Any
such  policies  or  contracts,  if  so  purchased, will name the Participating
Employers  or  Parent  as beneficiaries and sole owners, with all incidents of
ownership  therein,  including (but not limited to) the right to cash and loan
values,  dividends  (if  any),  death  benefits,  and the right of termination
thereof.   Any such policies or contracts that may be purchased hereunder will
remain  a general unrestricted asset of the Participating Employers or Parent.
Neither  the Participant nor any Beneficiary will have any rights with respect
to, or claim against, any such policy or contract, and such policy or contract
will  not  be deemed to be held in trust for the benefit of any Participant or
any  Beneficiary.

     Notwithstanding  any  provision of this Section 5.04 to the contrary, the
Corporation previously entered into the Triton Energy Corporation Supplemental
Executive  Retirement Plan Trust Agreement, dated August 22, 1990, pursuant to
which  First  City,  Texas--Dallas  was  appointed to serve as trustee.  First
City, Texas--Dallas has been succeeded by Texas Commerce Bank, N.A. as trustee
of  such trust.  The trust is a grantor trust with respect to the Corporation.
To  the  extent  assets  have  been  accumulated  in the trust with respect to
benefits  accrued  under  this  Plan,  any  payment  by  the trust shall be in
satisfaction  of  the  Corporation's  obligations  under  this  Plan.

5.05          EMPLOYMENT  RIGHTS  OF  PARTIES  NOT  RESTRICTED

     The  adoption  and maintenance of this Plan will not be deemed a contract
between  any Employer and any Participant.  Nothing in this Plan will give any
employee  or Participant the right to be retained in the employ of an Employer
or  to  interfere  with  the right of an Employer to discharge any employee or
Participant at any time, nor will it give an Employer the right to require any
employee  or  Participant  to  remain  in its employ, or to interfere with any
employee's  or  Participant's  right  to terminate his employment at any time.

5.06          DESIGNATION  OF  BENEFICIARY

     Each Participant will be given the opportunity to designate a Beneficiary
or  Beneficiaries,  and,  from time-to-time, the Participant may file with the
SERP  Administrative  Committee  a  new  or  revised  designation  on the form
provided  by  the SERP Administrative Committee.  If a Participant is married,
the  Participant's  spouse  will  be  the Participant's designated Beneficiary
unless the Participant designates another person or entity as his Beneficiary.

     If  a  Participant  dies  without  designating  a  Beneficiary, or if the
Participant  is  predeceased  by  all  designated  Beneficiaries,  the  SERP
Administrative  Committee  will  distribute  to  the  Participant's estate the
Actuarial  Equivalent  lump sum value in cash of all benefits that are payable
in  the  event  of  the  Participant's  death.

5.07          AMENDMENT  OR  TERMINATION  OF  THE  PLAN

     The Plan may be altered, amended, suspended, or terminated in whole or in
part,  at  any  time  and from time-to-time, by the Board of Directors, in its
sole discretion; however, no such action will reduce any Participant's Accrued
Retirement  Benefit nor will such action adversely affect or alter the Accrued
Retirement  Benefit or any right or obligation with respect to any Participant
who  has  terminated,  retired  or  died and who has become entitled to or has
commenced  to  receive  benefits  hereunder.

5.08          ALIENATION

     No  person entitled to any benefit under this Plan will have any right to
sell, assign, transfer, hypothecate, encumber, commute, pledge, anticipate, or
otherwise  dispose  of  his  interest in the benefit, and any attempt to do so
will  be  void.    No  benefit  under  this  Plan will be subject to any legal
process,  levy,  execution,  attachment, or garnishment for the payment of any
claim  against  such  person.

5.09          DISTRIBUTION  IN  THE  EVENT  PARTICIPATION  IS  DISALLOWED

     Notwithstanding  any provision in this Plan to the contrary, in the event
the SERP Administrative Committee, in its sole discretion, determines that the
participation  of  any Participant in this Plan may cause this Plan to fail to
be  exempt from the requirements of Parts 2, 3, and 4 of Subtitle B of Title I
of  ERISA  as  an unfunded plan of deferred compensation for a select group of
management  or highly compensated employees, such Participant will cease to be
a  Participant  in  this Plan as of the date such determination is made by the
SERP Administrative Committee, and as soon as administratively practicable the
single  sum  value  of  the benefit that he has accrued as of the date of such
determination  under  this  Plan  will  be paid to such Participant (or to his
beneficiary  or  beneficiaries  in  the  event  of his death) in a single cash
payment in lieu of and in full satisfaction of all of his rights and interests
under  this  Plan.  Such single sum value will be computed using the Actuarial
Equivalent  of  the  Participant's  Accrued  Retirement  Benefit.

5.10       BINDING ON PARTICIPATING EMPLOYERS, EMPLOYEES, AND THEIR SUCCESSORS

     This  Plan  will  be  binding  upon  and  inure  to  the  benefit  of the
Participating  Employers  ,  their successors and assigns, and the Participant
and  his  heirs,  executors,  administrators,  and  duly  appointed  legal
representatives.

     IN  WITNESS  WHEREOF,  this  instrument  has  been  executed  by the duly
authorized and empowered officer of the Corporation, this 13th day of January,
1998  but  effective  as  of  the  1st  day  of  January,  1998.


                              Triton  Exploration  Services,  Inc.


                              By: ___________________________
                                  Robert B.  Holland,  III
                                  Sr.  Vice  President  and  Secretary