EXHIBIT 10.43

PRIVILEGED  &  CONFIDENTIAL                                  EXECUTION  COPY
ATTORNEY  WORK  PRODUCT



                         STOCK  PURCHASE  AGREEMENT

                                  BETWEEN

                    THE  STRATEGIC  TRANSACTION  COMPANY
                                 PURCHASER

                                    AND

                    TRITON  INTERNATIONAL  PETROLEUM,  INC.
                                  SELLER





                     Dated  as  of  September  2,  1997




<PAGE>







                         TABLE  OF  CONTENTS
                         -------------------


Section                                                                 Page
-------                                                                 ----



                                              ARTICLE I
                                             DEFINITIONS                   1

     1.1    Certain  Definitions                                           1

                                              ARTICLE  II
                                 SALE  AND  PURCHASE  OF  TPC  SHARES      7

     2.1    Sale  and  Purchase  of  TPC  Shares                           7

                                              ARTICLE  III
                                  PURCHASE  PRICE  AND  PAYMENT            7

     3.1    Amount  of  Purchase  Price                                    7
     3.2    Payment  of  Purchase  Price                                   7

                                              ARTICLE  IV
                                        CLOSING  AND  TERMINATION          7

     4.1    Closing  Date                                                  7
     4.2    Termination  of  Agreement                                     8
     4.3    Procedure  Upon  Termination                                   8
     4.4    Effect  of  Termination                                        8
     4.5    Repayment  Obligations  of  the  Seller                        8
     4.6    Waiver  by  the  Seller                                        8

                                             ARTICLE  V
                       REPRESENTATIONS  AND  WARRANTIES  OF  THE  SELLER   9

     5.1    Organization  and  Good  Standing                              9
     5.2    Authorization  of  Agreement                                   9
     5.3    Capital  and  TPC  Shares                                     10
     5.4    Other  Activities                                             10
     5.5    Corporate  Records                                            10
     5.6    Conflicts;  Consents  of  Third  Parties                      11
     5.7    Litigation                                                    11
     5.8    Ownership  and  Transfer  of  TPC  Shares                     11
     5.9    Financial  Statements                                         11
     5.10   No  Undisclosed  Liabilities                                  12
     5.11   No  Undisclosed  Liabilities  of  Ocensa                      13
     5.12   Absence  of  Certain  Developments                            13
     5.13   Claims                                                        14
     5.14   Compliance  with  Laws                                        14
     5.15   No  Misrepresentation                                         14
     5.16   Related  Documents                                            14
     5.17   Rights  as  Initial  Shipper  and  Throughput  Obligor        14
     5.18   Material  Contracts                                           14
     5.19   Taxes                                                         15
     5.20   Environmental  Matters                                        15
     5.21   Other  Undisclosed  Liabilities                               16
     5.22   Compliance  with  Related  Agreements                         16

                                             ARTICLE  VI
                    REPRESENTATIONS  AND  WARRANTIES  OF  PURCHASER       16

     6.1    Organization  and  Good  Standing                             16
     6.2    Authorization  of  Agreement                                  16
     6.3    Conflicts;  Consents  of  Third  Parties                      17
     6.4    Litigation                                                    17


                                             ARTICLE  VII
                                             COVENANTS                    17

     7.1    Access  to  Information                                       17
     7.2    Conduct  of  the  Business                                    18
     7.3    Consents                                                      19
     7.4    Other  Actions                                                20
     7.5    Confidentiality                                               20
     7.6    Publicity                                                     20
     7.7    Holding  of  TPC  Shares                                      20
     7.8    Future  Funding  Obligations.                                 20
     7.9    Right  of  First  Refusal                                     20
     7.10   Release  of  Liens                                            22
     7.11   Changes  Affecting  the  TPC  Shares                          22
     7.12   Information                                                   22
     7.13   TPC  Board  of  Directors                                     22
     7.14   Obligations  of  Initial  Shipper  and Throughput Obligor     22
     7.15   Obligations  under  the  Ocensa  Agreement                    23


<PAGE>
                                             ARTICLE  VIII
                                        CONDITIONS  TO  CLOSING           23

     8.1    Conditions Precedent to Obligations of the Purchaser          23
     8.2    Conditions Precedent to Obligations of the Seller             24

                                             ARTICLE  IX
                                      DOCUMENTS  TO  BE  DELIVERED        25

     9.1    Documents  to  be  Delivered  by  the  Seller                 25
     9.2    Documents  to  be  Delivered  by  the  Purchaser              25

                                             ARTICLE  X
                                          INDEMNIFICATION                 26

     10.1    Indemnification                                              26
     10.2    Indemnification  Procedures                                  27

                                             ARTICLE  XI
                                           MISCELLANEOUS                  28

     11.1    Payment  of  Sales,  Use  or  Similar  Taxes                 28
     11.2    Survival  of  Representations  and  Warranties               28
     11.3    Expenses                                                     28
     11.4    Further  Assurances                                          29
     11.5    Submission to Jurisdiction; Consent to Service of Process    29
     11.6    Entire  Agreement;  Amendments  and  Waivers                 29
     11.7    Governing  Law                                               29
     11.8    Table  of  Contents  and  Headings                           29
     11.9    Notices                                                      29
     11.10   Severability                                                 30
     11.11   Binding  Effect;  Assignment                                 30
     11.12   Non-Petition                                                 30
     11.13   Counterparts                                                 31



<PAGE>








                           STOCK PURCHASE AGREEMENT


          STOCK  PURCHASE  AGREEMENT,  dated  as  of  September  2,  1997 (the
"Agreement"),  between  The  Strategic  Transaction  Company,  a  company
incorporated  under  the laws of the Cayman Islands whose registered office is
at  Elizabethan  Square,  P.O.  Box  1984,  George  Town, Grand Cayman, Cayman
Islands, B.W.I. (the "Purchaser"), and Triton International Petroleum, Inc., a
company  incorporated  under  the  laws of the Cayman Islands whose registered
office  is at Ugland House, P.O. Box 309, Grand Cayman, Cayman Islands, B.W.I.
(the  "Seller").

                         W  I  T  N  E  S  S  E  T  H:

          WHEREAS, the Seller owns all of the issued and outstanding shares of
capital  stock of Triton Pipeline Colombia, Inc., a company incorporated under
the  laws  of  the  Cayman  Islands;

          WHEREAS,  Triton  Pipeline Colombia, Inc. owns 9.6% of the shares of
common  stock of Oleoducto Central S.A., a sociedad anonima existing under the
laws  of  Colombia;

          WHEREAS,  the  Seller  desires  to  sell  to  the Purchaser, and the
Purchaser desires to purchase from the Seller, such shares of capital stock of
Triton  Pipeline  Colombia, Inc. for the purchase price and upon the terms and
conditions  hereinafter  set  forth;  and

          WHEREAS, certain terms used in this Agreement are defined in Section
1.1  hereof;

          NOW,  THEREFORE BE IT RESOLVED, the parties hereto agree as follows:


                                  ARTICLE  I

                                 DEFINITIONS

          1.1    Certain  Definitions

          For  purposes  of this Agreement, the following terms shall have the
meanings  specified  in  this  Section  1.1:

          "Advance Tariff Agreement" means the Advance Tariff Agreement, dated
as  of  March  31,  1995,  between  Ocensa  and  Triton  Colombia,  Inc.

          "Affiliate"  means,  with  respect  to  any Person, any other Person
controlling,  controlled  by  or  under  common  control  with  such  Person.

          "Assignment for Rights Under the Advance Tariff Agreement" means the
Assignment  and  Acknowledgment  Agreement for Rights Under the Advance Tariff
Agreement, dated as of June 1, 1995, between Ocensa and Bankers Trust Company,
as  trustee.

          "Assignment  for  Rights Under the Subscription Agreement" means the
Assignment  and  Acknowledgment  Agreement  for  Rights Under the Subscription
Agreement  and  the  Performance Guarantee Agreement, made as of June 1, 1995,
between  Ocensa  and  Bankers  Trust  Company,  as  trustee.

          "Assignment for Rights Under the Transportation Agreement" means the
Assignment  and  Acknowledgment  Agreement for Rights Under the Transportation
Agreement, dated as of June 1, 1995, between Ocensa and Bankers Trust Company,
as  trustee.

          "Balance Purchase Price" shall have the meaning set forth in Section
3.2  hereof.

          "Balance  Sheets" shall have the meaning set forth in Section 5.9(a)
hereof.

          "Balance  Sheet  Date"  shall  have the meaning set forth in Section
5.9(a)  hereof.

          "Claim"  shall have the meaning set forth in Section 10.2(a) hereof.

          "Class  B  Shares"  means the non-voting Class B common stock of the
Purchaser  to  be  issued  by  the  Purchaser on or prior to the Closing Date.

          "Closing"  shall  have  the meaning set forth in Section 4.1 hereof.

          "Closing  Date"  shall  have  the  meaning  set forth in Section 4.1
hereof.

          "Common  Security  Trust  Agreement" means the Common Security Trust
Agreement,  dated  as of June 1, 1995, among Ocensa, Bankers Trust Company, as
trustee,  and  holders  from time to time of Senior Debt (as defined therein).

          "Contract"  means  any  contract,  agreement,  indenture, mortgage,
note, bond, loan, instrument, license, lease, commitment or other arrangement
or  agreement.

          "Distributions"  shall  have the meaning set forth in Section 1.1 of
the  Dividend  Trust  Agreement.

          "Dividend  Account"  shall have the meaning set forth in Section 2.2
of  the  Dividend  Trust  Agreement.

          "Dividend Trust Agreement" means the Dividend Trust Agreement, dated
as  of  May 24, 1996, among Ocensa, Empresa Colombiana De Petroleos-Ecopetrol,
BP  Colombia  Pipelines  Limited,  Total  Pipeline  Colombie  S.A.,  TPC,  IPL
Enterprises  (Colombia) Inc., TCPL International Investments Inc., and Bankers
Trust  (Cayman)  International,  Ltd.  as  dividend  trustee.

          "Dividend  Trustee"  shall have the meaning set forth in Section 1.1
of  the  Dividend  Trust  Agreement.

          "Environmental  Law"  means  any  foreign,  federal,  state or local
statute,  regulation, ordinance, or rule of common law, as of now or hereafter
in  effect in any way relating to the protection of human health and safety or
the  environment.

          "Escrow  Agreement" means the escrow agreement to be entered into on
or prior to the Closing Date, among TPC, the Seller and an independent banking
institution relating to the escrow of an amount necessary to fund TPC's equity
funding obligations under the Ocensa Agreement and the Subscription Agreement.

          "Expenses"  shall  have  the meaning set forth in Section 10.1(a)(v)
hereof.

          "Financing  Plan"  means  the  plan  for  the sources and amounts of
financing  for  the  acquisition,  construction  and  development of Oleoducto
Central (as defined in the Ocensa Agreement) (including capitalized interest).

          "Financial  Statements"  shall have the meaning set forth in Section
5.9(a).

          "Floating  Rate Notes" means the floating rate notes to be issued by
the  Purchaser  pursuant  to  the  terms of a trust indenture, dated as of the
Closing  Date,  between  the  Purchaser  and First Trust of New York, N.A., as
indenture  trustee.

          "GAAP"  means generally accepted United States accounting principles
as  of  the  date  hereof.

          "Governmental  Body"    means  any  government  or  governmental,
administrative  or  regulatory body thereof, or political subdivision thereof,
whether  federal,  state,  local or foreign, or any agency, instrumentality or
authority  thereof,  or  any  court  or  arbitrator  (public  or  private).

          "Hazardous  Material"   means any substance, material or waste which
is  regulated  by the foreign jurisdictions in which Ocensa conducts business,
or  any  state  or local governmental authority including, without limitation,
petroleum  and  its by-products, asbestos, and any material or substance which
constitutes  "hazardous  waste,"  "hazardous substance," "hazardous material,"
"restricted  hazardous  waste,"  "industrial  waste,"  "solid  waste,"
"contaminant,"  "pollutant,"  "toxic  waste"  or  "toxic  substance" under any
provision  of  Environmental  Law.

          "Indemnifying  Parties"  shall have the meaning set forth in Section
10.1(a)  hereof.

          "Initial  Payment"  shall  have the meaning set forth in Section 3.2
hereof.

          "Law"  means  any  federal,  state,  local or foreign law (including
common law or civil law), statute, code, ordinance, rule, regulation or other
requirement.

          "Legal  Proceeding"  means any judicial, administrative or arbitral
actions,  suits,  proceedings  (public  or  private),  claims  or governmental
proceedings.

          "Lien"    means  any lien, pledge, mortgage, deed of trust, security
interest,  claim,  lease,  charge,  option,  right of first refusal, easement,
servitude,  transfer  restriction  under any shareholder or similar agreement,
encumbrance  or  any  other  restriction  or  limitation  whatsoever.

          "Losses"  shall  have  the  meaning  set forth in Section 10.1(a)(v)
hereof.

          "Material  Adverse Change"  means any material adverse change in the
business,  properties,  results of operations, prospects, condition (financial
or  otherwise) of (i) Seller and its Affiliates, taken as a whole; (ii) TPC or
(iii)  Ocensa.

          "Material  Adverse  Effect"  means any effect which has resulted in,
or  is  reasonably  likely  to  result  in,  a  Material  Adverse  Change.

          "Material  Contracts"  shall  have  the meaning set forth in Section
5.18  hereof.

          "Notification  Date"  shall  have  the  meaning set forth in Section
7.9(b)  hereof.

          "Ocensa"   means Oleoducto Central S.A., a sociedad anonima existing
under  the  laws  of  Colombia.

          "Ocensa  Agreement" means the Amended and Restated Oleoducto Central
Agreement,  dated  as  of  March 31, 1995, among Ocensa, Empresa Colombiana De
Petroleos-Ecopetrol,  BP  Colombia  Pipelines Limited, Total Pipeline Colombie
S.A.,  TPC, IPL Enterprises (Colombia) Inc. and TCPL International Investments
Inc.

          "Ocensa  Balance  Sheet" shall have the meaning set forth in Section
5.9(b)  hereof.

          "Ocensa  Balance  Sheet  Date"  shall  have the meaning set forth in
Section  5.9(b)  hereof.

          "Ocensa  Financial  Statements"  shall have the meaning set forth in
Section  5.9(b)  hereof.

          "Offeror" shall have the meaning set forth in Section 7.9(b) hereof.

          "Order" means any order, injunction, judgment, decree, ruling, writ,
assessment  or  arbitration  award.

          "Performance  Guarantee  Agreement"  means the Performance Guarantee
Agreement,  dated  as  of  December  14, 1994, by Triton Energy Corporation in
favor  of  Ocensa.

          "Permit" means any approval, authorization, consent, license, permit
or  certificate.

          "Person"  means  any  individual,  corporation,  partnership, firm,
joint  venture,  association,  joint-stock  company,  trust,  unincorporated
organization,  Governmental  Body  or  other  entity.

          "Political  Events  Agreement" means the Political Events Agreement,
dated  as  of  December,  14,  1994,  among  Ocensa,  Empresa  Colombiana  De
Petroleos-Ecopetrol,  BP  Colombia  Pipelines Limited, Total Pipeline Colombie
S.A., TPC, IPL Enterprises (Colombia) Inc., and TCPL International Investments
Inc.

          "Purchase  Price"  shall  have  the meaning set forth in Section 3.1
hereof.

          "Purchaser  Indemnified Parties" shall have the meaning set forth in
Section  10.1(a)  hereof.

          "Related  Documents"  means  the  Advance  Tariff  Agreement,  the
Assignment  for  Rights Under the Advance Tariff Agreement, the Assignment for
Rights  Under  the Subscription Agreement, the Assignment for Rights Under the
Transportation  Agreement,  the  Common Security Trust Agreement, the Dividend
Trust  Agreement,  the  Performance  Guarantee Agreement, the Political Events
Agreement,  the Subscription Agreement, the Tranche D Note Purchase Agreement,
the  Transportation Agreement and the Voting Agreement and any other Contracts
that  relate  to  or  affect  the  rights or obligations of the Ocensa shares.

          "Release"  means  any  release,  spill,  emission, leaking, pumping,
injection,  deposit,  disposal,  discharge,  dispersal,  or  leaching into the
indoor  or  outdoor  environment,  or  into  or  out  of  any  property.

          "Remedial  Action"  means all actions to (x) clean up, remove, treat
or in any other way address any Hazardous Material; (y) prevent the Release of
any  Hazardous Material so it does not endanger or threaten to endanger public
health  or  welfare  or  the  indoor  or  outdoor  environment; or (z) perform
preremedial  studies and investigations or post-remedial monitoring and care.

          "Sale  Date"  shall  have  the  meaning  set forth in Section 7.9(b)
hereof.

          "Sale  Notice"  shall  have  the meaning set forth in Section 7.9(b)
hereof.

          "Sale  Price"  shall  have  the  meaning set forth in Section 7.9(b)
hereof.

          "Seller  Documents"  shall have the meaning set forth in Section 5.2
hereof.

          "Subscription Agreement" means the Amended and Restated Subscription
Agreement,  dated  as  of  March  31,  1995,  between  Ocensa  and  TPC.

          "Taxes"  means  (i)  all  federal,  state,  local  or foreign taxes,
charges,  fees,  imposts,  levies  or  other  assessments,  including, without
limitation,  all  net income, gross receipts, capital, sales, use, ad valorem,
value added, transfer, franchise, profits, inventory, capital stock, license,
withholding,  payroll,  employment,  social  security,  unemployment, excise,
severance,  stamp,  occupation,  property and estimated taxes, customs duties,
fees,  assessments  and  charges  of  any kind whatsoever; (ii) all interest,
penalties, fines, additions to tax or additional amounts imposed by any taxing
authority  in connection with any item described in clause (i); and, (iii) any
transferee  liability  in respect of any items described in clauses (i) and/or
(ii).

          "Tax  Return"  means  all returns, declarations, reports, estimates,
information  returns  and  statements  required  to be filed in respect of any
Taxes.

          "Terminating  Party" shall have the meaning set forth in Section 4.2
hereof.

          "TPC"  means  Triton Pipeline Colombia, Inc., a company incorporated
under  the  laws  of  the  Cayman  Islands.

          "TPC  Shares"  means  all  of  the  issued and outstanding shares of
capital  stock of TPC, and shall include securities or other property that may
be  issued  or  distributed  in  respect  thereof  as  a result of any merger,
spinoff,  stock  split,  stock combination, recapitalization or other similar
transaction.

          "Tranche  D  Note  Purchase  Agreement"  means  the  Tranche  D Note
Purchase  Agreement,  dated April 29, 1996 by and between Ocensa, John Hancock
Mutual  Life  Insurance Company, John Hancock Variable Life Insurance Company,
John  Hancock  Life  Insurance  Company  of  America, Southland Life Insurance
Company,  Security  Life  of  Denver  Insurance  Company,  Peerless  Insurance
Company,  Life  Insurance  Company  of  Georgia,  NN Life Insurance Company of
Canada,  New  York  Life  Insurance  Company  and  Bankers  Trust  Company.

          "Transportation Agreement" means the Transportation Agreement, dated
as  of  March  31,  1995,  between  Ocensa  and  Triton  Colombia,  Inc.

          "Triton  Energy" means Triton Energy Limited, a company incorporated
under  the  laws  of  the  Cayman  Islands.

          "Voting  Agreement"  means the Voting Agreement, dated as of May 24,
1996,  among  Ocensa, Empresa Colombiana De Petroleos - Ecopetrol, BP Colombia
Pipelines  Limited,  Total  Pipeline  Colombie  S.A.,  TPC,  IPL  Enterprises
(Colombia)  Inc.,  and  TCPL  International  Investments  Inc.


                                ARTICLE  II

                     SALE  AND  PURCHASE  OF  TPC  SHARES

          2.1   Sale and Purchase of TPC Shares.  Upon the terms and subject
to the conditions contained herein, on the Closing  Date  the Seller, as record
and beneficial owner, shall sell, assign, transfer,  convey  and  deliver  to
the  Purchaser,  and  the Purchaser shall purchase  from  the Seller, the TPC
Shares, free from all Liens (other than as set forth in the Ocensa Agreement
and this Agreement), and with all rights now or  hereafter  attaching  to  the
TPC  Shares.


                                    ARTICLE  III

                           PURCHASE  PRICE  AND  PAYMENT

          3.1  Amount of Purchase Price.  The purchase price for the TPC Shares
shall be an amount equal to $90,000,000 (the "Purchase  Price"),  or such other
price which is agreed by the parties hereto to  reflect  an  arms'  length
valuation  using  accepted  valuation methods.

          3.2    Payment  of Purchase Price.
On  the  date  of  execution of this Agreement, the Purchaser shall pay to the
Seller,  a  portion  of  the  Purchase Price in the amount of $25 million (the
"Initial  Payment").    Unless  this  Agreement is terminated by the Purchaser
pursuant  to  Section  4.2  hereof,  on  the  Closing  Date,  subject  to  the
satisfaction of the terms and conditions set forth herein, the Purchaser shall
pay  to  the  Seller, the balance of the Purchase Price (the "Balance 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.


                              ARTICLE  IV

                        CLOSING  AND  TERMINATION

          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 September 30, 1997.  The date on
which  the  Closing  shall  be  held  is  referred to in this Agreement as the
"Closing  Date."

          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 September 30, 1997, 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.  Each party
acknowledges  and  agrees that any such determination by the Terminating Party
shall  be  conclusive  and  binding  on  the  other  party.  Each party hereby
irrevocably  waives  any right to contest or dispute such determination by the
Terminating  Party  for  any reason whatsoever, including, without limitation,
the  failure  by the Terminating Party to comply with any of the covenants and
provisions  contained in this Agreement that relate to the Terminating Party's
obligations to cooperate with or assist the other party to satisfy any of the
conditions  set  forth  in  Section  8.1 or Section 8.2 hereof, as applicable.

          4.3    Procedure  Upon Termination.
In  the  event  of  termination pursuant to Section 4.2 hereof, written notice
thereof  shall forthwith be given by the Terminating Party to the other party,
and  this  Agreement  shall terminate, and the obligations of the Purchaser to
purchase  and the Seller to sell the TPC Shares hereunder shall be terminated,
without  further  action by the Purchaser or the Seller.  If this Agreement is
terminated as provided herein, each party shall deliver to the other party all
documents,  work  papers  and  other  material  relating  to  the transactions
contemplated hereby, whether so obtained before or after the execution hereof,
to  the  party  furnishing  the  same.

          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;
provided,  however,  that  the obligations of the parties set forth in Section
4.5,  Article X and Section 11.3 hereof shall survive any such termination and
shall  be  enforceable  hereunder.

          4.5  Repayment Obligations of the Seller.    Within three business
days of any such termination of this Agreement  pursuant  to  Section  4.2
hereof,  the  Seller  shall  pay to the Purchaser  by  wire  transfer  of
immediately available funds into an account designated  by  the  Purchaser
(i) the Initial Payment; (ii) a structuring fee equal  to  $143,294.27;
and (iii) 50% of the reasonable transaction costs and expenses  of  the
Purchaser  and its representatives pursuant to Section 11.3 hereof  up  to
a  maximum  of  $400,000.

          4.6    Waiver  by  the  Seller.                      To the
fullest  extent  permitted  by  applicable  law,  the Seller hereby waives and
agrees  that  it  shall  not  at  any time insist upon, plead or in any manner
whatsoever  claim or take the benefit or advantage of (i) any rights to notice
and/or  a  hearing, which might be required or permitted by any court prior to
allowing  the  Purchaser  to  terminate this Agreement pursuant to Section 4.2
hereof; (ii) the right to seek any legal or equitable remedies in any court of
law  or equity against the Purchaser, including, without limitation, the right
to seek injunctive relief or specific performance of this Agreement, which may
delay,  prevent or otherwise affect the repayment by the Seller of the Initial
Payment  pursuant  to Section 4.5 hereof; and (iii) any right of counterclaim,
set-off  or  defense  against  the  Purchaser  or  any  representative  of the
Purchaser  of  any  kind  which  exists  or may arise in the future due to the
Purchaser's  termination  of  this  Agreement  pursuant to Section 4.2 hereof.
Additionally,  the  Seller  further  agrees  that  its obligation to repay the
Initial  Payment  to  the  Purchaser  pursuant to Section 4.5 hereof, shall be
absolute  and  unconditional  and shall be paid in full in accordance with the
terms  of  Section  4.5  hereof  irrespective of:  (i) any lack of validity or
enforceability  of, or any amendment or other modifications of, or waiver with
respect  to,  this  Agreement;  (ii) any release of any obligations under this
Agreement; or (iii) any other circumstances which might otherwise constitute a
defense  available  to,  or  discharge  of,  the  Seller  in  respect  of  its
obligations  under this Agreement, or the transactions contemplated hereunder,
and the Seller hereby waives its rights of abatement, diminution, postponement
or  deduction,  or to any defense, whether legal or equitable, or to any right
of  set-off or recoupment against the Purchaser or its representatives arising
out  of any termination of this Agreement by the Purchaser pursuant to Section
4.2  hereof.    The  Seller  hereby  acknowledges  that it has been advised by
counsel  with respect to this Agreement, the waivers set forth in this Section
4.6  hereof,  and  the  transactions  contemplated  by  this  Agreement.


                               ARTICLE  V

               REPRESENTATIONS  AND  WARRANTIES  OF  THE  SELLER

          The  Seller  hereby  represents and warrants to the Purchaser as of
the  date  of  this  Agreement  and  as  of  the  Closing  Date  that:

          5.1    Organization  and  Good  Standing.   The Seller and TPC are
companies duly organized, validly existing and  in  good  standing  under  the
laws of their respective jurisdictions of incorporation  as  set  forth above
and have all requisite corporate power and authority  to  own,  lease  and
operate their properties and to carry on their businesses  as  now  conducted.
TPC  is duly qualified or authorized to do business  as  a foreign corporation
and is in good standing under the laws of each  jurisdiction  in  which  it
owns or leases real property and each other jurisdiction  in  which  the
conduct of its business or the ownership of its properties  requires  such
qualification  or  authorization except where the failure  to  be  so qualified,
authorized or in good standing would not have a Material  Adverse  Effect.

          5.2  Authorization of Agreement.
The Seller  has  all  requisite power, authority and legal capacity to execute
and deliver  this  Agreement  and each other agreement, document, or instrument
or certificate contemplated by this Agreement or to be executed by the Seller
in connection  with  the  consummation  of  the transactions contemplated by
this Agreement,  including, without limitation, the Escrow Agreement
(collectively, with  this  Agreement,  the  "Seller  Documents"), and  to
consummate  the transactions  contemplated  hereby  and  thereby.  The
execution, delivery and performance  by the Seller of this Agreement have been,
and each of the Seller Documents  will  be  at  or  prior to the Closing Date,
duly authorized by all necessary  corporate  action on behalf of the Seller,
and when so executed and delivered  by  the  Seller  (assuming  the  due
authorization, execution and delivery by the other parties hereto and thereto)
will constitute legal, valid and  binding  obligations  of  the  Seller,
enforceable against the Seller in accordance  with  their  respective  terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium and
similar laws affecting creditors' rights and remedies generally, and subject,
as to enforceability, to general principles  of equity, including principles
of commercial reasonableness, good faith  and  fair  dealing  (regardless
of whether enforcement is sought in a proceeding  at  law  or  in  equity).

          5.3    Capital  and  TPC  Shares.

          (a)    The  authorized  share  capital  of TPC is US $50,000 and the
number  of  shares  of  capital stock of TPC issued and outstanding is 35,000,
with  a par value of $1.00 per share.  There are no put options, call options,
commitments,  exchange  rights, preferential rights, plans, covenants or other
agreements  of  any nature that are outstanding that provide for the purchase,
issue  or  sale  of any of the TPC Shares or grant to any Person conversion or
exchange  rights  in  connection with the TPC Shares, or pursuant to which any
Person,  in  any  capacity, may be entitled to receive or subscribe for shares
issued or to be issued by TPC.  All of the TPC Shares were duly authorized for
issuance  and  are validly issued, fully paid and non-assessable.  None of the
TPC  Shares has been issued in violation of any preferential right or right to
take up unsubscribed shares and none of the TPC Shares is subject to any Lien,
other  than  as  set  forth  in  the  Ocensa  Agreement  and  this  Agreement.

          (b)    No  Person  has  any  claim  pending or, to the Seller's best
knowledge,  threatened against TPC based on the fact that any issue, exchange,
subscription, cancellation or redemption of TPC's share capital by TPC did not
comply  with  all  the  applicable  Contracts  and  Laws,  including,  without
limitation,  the  Ocensa  Agreement.    Except  for this Agreement, the Ocensa
Agreement  and  the  Voting Agreement, there are no Contracts that are legally
binding  and  enforceable,  with respect to the issue, redemption, conversion,
exchange,  vote  or  transfer of any of the shares or other securities of TPC.

          5.4   Other Activities.   TPC was created solely
for  the purpose of acquiring an interest in Ocensa and has not engaged in any
other  activity,  other than managing its interest in Ocensa since the date of
its  incorporation.    Other  than its 9.6% interest of Ocensa, TPC, since its
date  of incorporation, has not, and does not, directly or indirectly, own any
stock  or  other  equity  interest  in  any  other  Person.

          5.5    Corporate  Records.   The Seller has delivered  or  made
available  to  the  Purchaser:

          (a)    the  seal  and  true,  correct  and  complete  copies  of the
memorandum  of  association,  articles  of  association  or  comparable
organizational  documents  of  TPC;  and

          (b)    the statutory books, books of account and documents of record
of  TPC,  complete  and  up-to-date  and  all  other  documents  of TPC in the
possession  of  the  Seller.

          5.6  Conflicts; Consents of Third Parties.

          (a)    None  of  the  execution  and  delivery by the Seller of this
Agreement  and  the  Seller  Documents, the consummation of the transactions
contemplated  hereby  or thereby, or compliance by the Seller with any of the
provisions  hereof  or thereof will (i) conflict with, or result in the breach
of, any provision of the memorandum of association, articles of association or
comparable  organizational  documents or statutory books of the Seller or TPC;
(ii)  conflict  with,  violate,  result  in  the  breach or termination of, or
constitute a default under, any Contract to which the Seller or TPC is a party
or  by  which  any of them or any of their respective properties or assets is
bound,  including, without limitation, the Ocensa Agreement; (iii) violate any
statute,  rule, regulation, order or decree of any Governmental Body by which
the  Seller  or  TPC is bound; or (iv) result in the creation of any Lien upon
the  properties  or  assets  of  TPC.

          (b)    Except  as  set forth in the Ocensa Agreement or as will have
been  obtained  on  or  prior  to  the Closing Date, no other consent, waiver,
approval, Order, Permit or authorization of, or declaration or filing with, or
notification  to,  any  Person is required on the part of the Seller or TPC in
connection  with  the  execution  and delivery of this Agreement or the Seller
Documents,  or  the  compliance by the Seller or TPC, as the case may be, with
any  of  the  provisions  hereof  or  thereof.

          5.7    Litigation.   There are no Legal Proceedings
initiated  by  any  Person  pending  or,  to the best knowledge of the Seller,
threatened  against  the  Seller  that  are  reasonably  likely to prohibit or
restrain  the ability of the Seller to enter into this Agreement or any of the
Seller  Documents  or  to  consummate  the transactions contemplated hereby or
thereby.

          5.8  Ownership and Transfer of TPC Shares.   The  Seller  is the
record and beneficial owner of the TPC Shares and has valid title thereto,
free and clear of any and all Liens, otherthan as set forth in the Ocensa
Agreement and this Agreement; no Lien has been exercised  over  any of the
TPC Shares, there is no outstanding call on any of the  TPC  Shares and all
of the TPC Shares are fully paid.  The Seller has the corporate  power  and
authority to sell, transfer, assign and deliver the TPC Shares  as  provided
in  this Agreement, and such delivery will convey to the Purchaser  good  and
marketable title to the TPC Shares, free and clear of any and  all  Liens,
other  than  as  set  forth in the Ocensa Agreement and this Agreement.

          5.9    Financial  Statements.

          (a)  The  Seller  has  delivered  to the Purchaser copies of (i) the
unaudited  balance  sheet  of  TPC  as  at  December  31, 1996 and the related
unaudited  statements  of  income  and of cash flows of TPC for the year then
ended;  (ii)  the  unaudited  balance sheet of TPC as at June 30, 1997 and the
related  unaudited  statements of income and cash flows of TPC for the 6 month
period  then  ended  (iii)  the  consolidated  audited balance sheet of Triton
Energy as at December 31, 1996 and the related consolidated audited statements
of  income  and  cash flows of Triton Energy for the year then ended; and (iv)
the  unaudited consolidated balance sheet of Triton Energy as at June 30, 1997
and  the related unaudited consolidated statements of income and cash flows of
Triton  Energy  for  the 6 month period then ended (such audited and unaudited
statements  of  TPC  and  Triton  Energy,  including  the  related  notes, and
schedules  thereto,  are  referred  to  herein as the "Financial Statements").
Each  of  the  Financial  Statements  is complete and correct in all material
respects, has been prepared in accordance with GAAP (subject to the absence of
footnotes,  and  normal  year-end  adjustments  in  the  case of the unaudited
statements)  and in conformity with the practices consistently applied by TPC
or  Triton  Energy,  as  applicable,  without  modification  of the accounting
principles  used  in the preparation thereof and presents fairly the financial
position, results of operations and cash flows of TPC and Triton Energy as
at  the  dates  and  for  the  periods  indicated.

          TPC  has  in  cash  or  other  current  assets  as  reflected on its
unaudited  balance  sheet  dated  as  at  June  30, 1997, or will have in cash
through cash flows from operations, amounts sufficient to fund its obligations
as  they  come  due  and  to  conduct  its  business.

          For  the  purposes hereof, the unaudited balance sheets of TPC as at
December 31, 1996 and June 30, 1997, the consolidated audited balance sheet of
Triton  Energy  as at December 31, 1996 and the unaudited consolidated balance
sheet of Triton Energy as at June 30, 1997 are collectively referred to as the
"Balance  Sheets"  and  December 31, 1996 is referred to as the "Balance Sheet
Date."

          (b)  The  Seller  has  delivered  to the Purchaser copies of (i) the
audited  balance  sheet  of  Ocensa  as  at  December 31, 1996 and the related
audited statements of income and cash flows of Ocensa for the year then ended;
and  (ii)  the  unaudited  balance sheet of Ocensa as at June 30, 1997 and the
related  unaudited  statements of income of Ocensa for the 6 month period then
ended  (such audited and unaudited statements of Ocensa, including the related
notes  and  schedules thereto, are referred to herein as the "Ocensa Financial
Statements").  Each of the Ocensa Financial Statements is complete and correct
in  all  material  respects,  has  been or will be prepared in accordance with
generally  accepted  accounting principles currently in effect in Columbia and
presents  fairly  the financial position, results of operations and cash flows
of  Ocensa  as  at  the  dates  and  for  the  periods  indicated.

          For the purposes hereof, the audited and unaudited balance sheets of
Ocensa  as at December 31, 1996 and June 30, 1997 are collectively referred to
as  the  "Ocensa  Balance  Sheet"  and December 31, 1996 is referred to as the
"Ocensa  Balance  Sheet  Date."

          5.10    No  Undisclosed Liabilities.
Neither  Triton Energy nor TPC (except with respect to TPC's obligations under
the  Ocensa  Agreement  and  the Subscription Agreement) has any indebtedness,
obligations  or  liabilities  of  any  kind  (whether  accrued,  absolute,
con-tingent  or  otherwise,  and whether due or to become due) that would have
been  required  to be reflected in, reserved against or otherwise described on
the  Balance  Sheets or in the notes thereto in accordance with GAAP which was
not  so  reflected in, reserved against or otherwise described in the Balance
Sheets  or  the notes thereto or that was not incurred in the ordinary course
of  business  consistent  with  past  practice since the Balance Sheet Date.

          5.11    No  Undisclosed  Liabilities  of  Ocensa.

          (a)    Except  with respect to Ocensa's obligations under the Ocensa
Agreement  and  the Related Documents, Ocensa has no indebtedness, obligations
or  liabilities  of  any  kind  (whether  accrued,  absolute,  contingent  or
otherwise,  and whether due or to become due) that would have been required to
be reflected in, reserved against or otherwise described on the Ocensa Balance
Sheet or in the notes thereto in accordance with generally accepted accounting
principles  currently  in  effect  in  Colombia which was not so reflected in,
reserved  against  or  otherwise  described in the Ocensa Balance Sheet or the
notes  thereto  or  that  was  not incurred in the ordinary course of business
consistent  with  past  practice  since  the  Ocensa  Balance  Sheet  Date.

          (b)    The  Seller  has  delivered to the Purchaser the most current
Financing  Plan  which  has been adopted by the Ocensa board of directors, and
such  Financing  Plan  is  complete and correct in all material respects.  The
Seller  is  not  aware  of  any  proposed  amendments  or  alterations to such
Financing Plan or any anticipated increases in any debt or equity funding that
have  not  been  disclosed  in writing to the Purchaser.  Additionally, to the
Seller's  best  knowledge  after  reasonable  investigation, the Seller is not
aware  of  any  discussions  or  negotiations  among the parties to the Ocensa
Agreement  or  the  Ocensa board of directors to amend or alter such Financing
Plan  nor  is  the  Seller  aware of any event that would require amendment or
alteration  of  such  Financing  Plan.

          5.12    Absence  of  Certain  Developments.    Except  as  expressly
contemplated  by  this Agreement or as otherwise  disclosed in writing to the
Purchaser, since the Balance Sheet Date or  the  Ocensa  Balance  Sheet  Date,
as  applicable:

          (i)    there  has not been any Material Adverse Change nor has there
occurred  any event which is reasonably likely to result in a Material Adverse
Change;

          (ii)   there has not been any change by TPC, Triton Energy or Ocensa
in  accounting  or  Tax  reporting  principles,  methods  or  policies;

          (iii)    TPC  has  not  entered  into any transaction or Contract or
conducted its business other than in the ordinary course consistent with past
practice;

          (iv)    TPC  has  not  failed  promptly to pay and discharge current
liabilities,  except  where  disputed  in  good  faith  by  appropriate
proceedings;

          (v)    TPC  has  not  instituted  or  settled  any  material  Legal
Proceeding;

          (vi)    there  has  been no termination or repudiation of the Ocensa
Agreement  or  any  of  the  Related  Documents;  and

          (vii)  the Seller and its Affiliates are in full compliance with all
of the terms and provisions of the Ocensa Agreement and the Related Documents.

          5.13    Claims.   The Seller is not aware of any Legal
Proceedings,  pending  or  threatened  against  TPC,  Ocensa  or the Seller or
against  any of the officers, directors or key employees of TPC, Ocensa or the
Seller  with  respect to their business activities on behalf of TPC, Ocensa or
the Seller, or to which TPC, Ocensa or the Seller is otherwise a party, which,
if  adversely  determined,  would  have  a Material Adverse Effect; nor to the
knowledge  of  the  Seller  is  there  any reasonable basis for any such Legal
Proceedings.    None  of  TPC,  Ocensa  or the Seller is subject to any Order,
except  to  the  extent  the  same is not reasonably likely to have a Material
Adverse  Effect.

          5.14  Compliance with Laws.  The Seller is not  aware  of:

          (a)    any  material violations by the Seller, TPC, Triton Colombia,
Inc.,  Triton  Energy Corporation or Ocensa of any Laws in any jurisdiction in
connection  with  the  operations  of  the Seller, TPC, Triton Colombia, Inc.,
Triton  Energy  Corporation  or  Ocensa  at  the  date  hereof;  or

          (b)    any  communications  from  any  Governmental  Body  or
representatives  concerning  any investigation or allegation or noncompliance
with  Laws  in  any  jurisdiction,  or  deficiencies  in  financial  reporting
practices  or  other  matters  that  would  reasonably  be  expected to have a
Material  Adverse  Effect.

          5.15    No  Misrepresentation.    No representation or warranty of
the Seller contained in this Agreement or in any certificate  or  other
instrument furnished by the Seller to the Purchaser or its  representatives
pursuant  to  the  terms  hereof,  contains  any  untrue statement  of  a
material fact or omits to state a material fact necessary to make  the
statements  contained  herein  or  therein  not  misleading.

          5.16   Related Documents.  The Seller and its
Affiliates  are in full compliance with the terms and provisions of the Ocensa
Agreement  and the Related Documents, and no event of default, or event, which
with the passage of time or the giving of notice, would constitute an event of
default  under  the  Ocensa  Agreement or the Related Documents, has occurred,
including,  without  limitation,  any  event  which has or would result in the
delivery  of  a  "Restriction  Notice"  under  the  Dividend  Trust Agreement.

          5.17    Rights as Initial Shipper and Throughput Obligor.  Upon
execution of this Agreement and  upon  consummation  of  the  transactions
contemplated by this Agreement, Triton  Colombia,  Inc. shall continue to be
an Initial Shipper and Throughput Obligor  (as  each  such  term  is  defined
under the Ocensa Agreement and the Related  Documents)  and shall continue to
have all the rights and obligations of  an  Initial  Shipper  and  Throughout
Obligor  pursuant  to the terms and provisions  of  the  Ocensa  Agreement
and  the  Related  Documents.

          5.18    Material  Contracts.       The Ocensa Agreement
and  the  Related  Documents  are all of the Contracts to which the
Seller,  TPC, Triton Colombia, Inc., Triton Energy Corporation or any of their
respective  Affiliates  are  a party or by which any of them are bound and (i)
which  relate  to  the  acquisition,  financing,  development or operations of
Ocensa  and  (ii) which could either (A) have a Material Adverse Effect and/or
(B)  require  an  increase in the Equity Contributions, including Subordinated
Notes  (as each such term is defined in the Ocensa Agreement), any increase in
the  Senior Debt (as defined in the Ocensa Agreement) or any other increase in
the  capital  or  funding  requirements  of  TPC  (collectively, the "Material
Contracts").    There  have  been  made  available  to  the  Purchaser and its
representatives  true  and  complete  copies of all of the Material Contracts.
All  of the Material Contracts are in full force and effect and are the legal,
valid and binding obligation of the Seller, TPC, Triton Colombia, Inc., Triton
Energy  Corporation or any of their respective Affiliates, enforceable against
them  in  accordance  with  their  terms,  subject  to  applicable bankruptcy,
insolvency,  reorganization,  moratorium and similar laws affecting creditors'
rights  and  remedies  generally and subject, as to enforceability, to general
principles  of  equity  (regardless  of  whether  enforcement  is  sought in a
proceeding  at  law  or in equity).  Neither the Seller, TPC, Triton Colombia,
Inc.,  Triton  Energy Corporation nor any of their respective Affiliates is in
default  in  any  material  respect  under any Material Contracts, nor, to the
knowledge  of  the  Seller,  is  any  other  party to any Material Contract in
default  thereunder  in  any  material  respect.

          5.19      Taxes.

          (a)    To  the  best  of the Seller's knowledge, (i) all Tax Returns
required  to  be  filed by or on behalf of TPC have been properly prepared and
duly  and  timely  filed  with  the  appropriate  taxing  authorities  in  all
jurisdictions in which such Tax Returns are required to be filed (after giving
effect to any valid extensions of time in which to make such filings), and all
such  Tax  Returns  were  true, complete and correct in all material respects;
(ii)  all amounts shown on such Tax Returns (including interest and penalties)
as  due from TPC and all Taxes payable by or on behalf of TPC or in respect of
its income, assets or operations have been fully and timely paid, and adequate
reserves  or  accruals for Taxes have been provided in the Balance Sheet as at
June 30, 1997 of TPC with respect to any period for which Tax Returns have not
yet  been filed or for which Taxes are not yet due and owing; and (iii) TPC is
in  receipt  of a letter from the Cayman Islands taxing authority stating that
TPC  is  exempt  from  any  and  all  Taxes.

          (b)   There are no Liens as a result of any unpaid Taxes upon any of
the  assets  of  TPC.

          5.20  Environmental Matters.  To the best of  Seller's  knowledge
after  reasonable  investigation:

          (a)  The operations of Ocensa are in compliance with all applicable
Environmental  Laws  and  all Permits issued pursuant to Environmental Laws or
otherwise;

          (b)    Ocensa is not the subject of any outstanding written Order or
Contract  with  any  Person  respecting  (i) Environmental Laws, (ii) Remedial
Action  or  (iii)  any  Release or threatened Release of a Hazardous Material;

          (c)  Ocensa has not received any written communication alleging that
Ocensa  may  be  in  violation  of any Environmental Law, or any Permit issued
pursuant  to  Environmental  Law,  or  may  have  any  liability  under  any
Environmental  Law;  and

          (d)    There  are  no investigations of the business, operations, or
currently  or  previously owned, operated or leased property of Ocensa pending
or  threatened which could lead to the imposition of any liability pursuant to
Environmental  Law

which  in  each  case,  could  have  a  Material  Adverse  Effect  on  TPC.

          5.21    Other  Undisclosed  Liabilities.    There is no provision of
applicable Law or any provision under any Contract or Related Document that
would (i) impose on the Purchaser as the shareholder  of  TPC or as a member
of an Initial Shipper Group (as defined in the  Ocensa  Agreement)  any
liability  for,  or permit the imposition on the Purchaser as the shareholder
of TPC or as a member of an Initial Shipper Group any  liability  for,  (A)
the  actions  or  inaction  of  TPC or (B) the mere ownership  of  the  shares
of TPC; or (ii) subject the Purchaser to any Legal Proceedings  as  a  result
of  any  of  the  foregoing.

          5.22    Compliance  with  Related  Agreements.    As of the Closing
Date, the TPC Shares will be validly transferred to the Purchaser in full
compliance with the conditions of Article Ten  of  the  Ocensa  Agreement.


                               ARTICLE  VI

               REPRESENTATIONS  AND  WARRANTIES  OF  PURCHASER

          The Purchaser hereby represents and warrants to the Seller as of the
date  of  this  Agreement  and  as  of  the  Closing  Date  that:

          6.1    Organization  and  Good  Standing.   The Purchaser is a
company duly incorporated, validly existing and in  good  standing  under  the
laws  of  the  Cayman  Islands.

          6.2    Authorization  of Agreement.
The  Purchaser  has  all  requisite  power,  authority  and legal capacity to
execute  and  deliver  this  Agreement  and  to  consummate  the  transactions
contemplated  hereby.    The  execution,  delivery  and  performance  by  the
Purchaser  of  this  Agreement  have  been  duly  authorized by all necessary
corporate  action  on  behalf  of  the  Purchaser,  and  when so executed and
delivered  by  the  Purchaser  (assuming  the due authorization, execution and
delivery  by  the  other  parties  hereto)  will  constitute, legal, valid and
binding  obligations of the Purchaser, enforceable against the Purchaser in
accordance  with  its  terms,  subject  to applicable bankruptcy, insolvency,
reorganization,  moratorium  and  similar laws affecting creditors' rights and
remedies generally, and subject, as to enforceability, to general principles
of equity, including principles of commercial reasonableness, good faith and
fair  dealing (regardless of whether enforcement is sought in a proceeding at
law  or  in  equity).

          6.3   Conflicts; Consents of Third Parties.

          (a)    None  of the execution and delivery by the Purchaser of this
Agreement,  the  consummation of the transactions contemplated hereby, or the
compliance  by  the  Purchaser  with  any  of  the provisions hereof will (i)
conflict  with,  or result in the breach of, any provision of the memorandum
of association, articles of association or comparable organizational documents
of  the  Purchaser;  (ii)  conflict  with,  violate,  result  in the breach or
termination  of,  or  constitute  a  default  under, any Contract to which the
Purchaser  is  a  party or by which the Purchaser or its properties or assets
are  bound;  (iii)  violate any statute, rule, regulation, order or decree of
any  Governmental  Body by which the Purchaser is bound; or (iv) result in the
creation  of  any  Lien  upon  the  properties  or  assets  of  the Purchaser.

          (b)    No  consent, waiver, approval, Order, Permit or authorization
of,  or  declaration  or  filing  with,  or  notification  to, any Person is
required  on  the  part of the Purchaser in connection with the execution and
delivery  of this Agreement or the compliance by the Purchaser with any of the
provisions  hereof.

          6.4    Litigation.  There are no Legal Proceedings initiated  by  any
Person, pending or, to the best knowledge of the Purchaser, threatened  against
the  Purchaser  that are reasonably likely to prohibit or restrain  the
ability  of  the  Purchaser  to  enter  into  this Agreement or consummate  the
transactions  contemplated  hereby.



                                 ARTICLE  VII

                                  COVENANTS


          7.1    Access  to  Information.

          (a)  The  Seller  agrees that, prior to the Closing Date, the Seller
shall  make  available  to the Purchaser, through its officers, employees and
representatives  (including,  without  limitation,  its  legal  advisors  and
accountants),  the  properties,  businesses, operations, books and records of
TPC  and Ocensa as the Purchaser reasonably requests and the Seller shall make
extracts  and  copies of such books and records for delivery to the Purchaser,
to  the  extent  the  Seller  may  do so in compliance with Law and applicable
contractual  requirements.    Any  such investigation and examination shall be
conducted  during  regular business hours and under reasonable circumstances,
and  the  Seller  shall  cooperate,  and  shall  cause TPC to cooperate, fully
therein.    No  investigation  by the Purchaser prior to or after the date of
this  Agreement  shall  diminish  or  obviate  any  of  the  representations,
warranties, covenants or agreements of the Seller contained in this Agreement
or  the  Seller  Documents.

          (b)    The Seller further agrees to cooperate with the Purchaser and
to  give  the  Purchaser and its representatives access to such information as
may  be  necessary  to effect a private placement of the Class B Shares with a
third party purchaser on or prior to the Closing Date.  Such cooperation shall
include, without limitation, cooperation with the Purchaser in the preparation
of  a  private placement or offering memorandum, the preparation and/or review
of  disclosure  in  the private placement or offering memorandum regarding the
Seller,  TPC, Ocensa, the Ocensa Agreement and the Related Documents as may be
reasonably  requested  by  Purchaser or its representatives, and the taking of
such  other  actions  as  are  reasonably  necessary  to  effectuate a private
placement  of  the  Class  B  Shares  on  or  prior  to  the  Closing  Date.

          7.2    Conduct  of  the  Business.

          (a)  Except as otherwise expressly contemplated by this Agreement or
with the prior written consent of the Purchaser, from the date hereof through
and  including  the  Closing  Date,  the  Seller shall not and shall cause its
Affiliates  not  to:

               (i)    conduct  the  business of TPC other than in the ordinary
course  consistent  with  past  practice;

               (ii)    violate  in  any  material respect any applicable Laws;

               (iii)    transfer,  issue,  sell  or  dispose of any shares of
capital  stock or other securities of TPC or grant options, warrants, calls or
other  rights  to purchase or otherwise acquire shares of the capital stock or
other  securities  of  TPC;

               (iv)    effect  any recapitalization, reclassification, stock
split  or  like  change  in  the  capitalization  of  TPC;

               (v)    amend  the  memorandum  of  association,  articles  of
association  or comparable organizational documents or statutory books of TPC;

               (vi)    subject  to  any  Lien  (except  for  Liens that do not
materially  impair the use of the property subject thereto in their respective
businesses  as  presently conducted), any of the properties or assets (whether
tangible  or  intangible)  of  TPC;

               (vii)    acquire  any  material properties or assets for TPC or
sell,  assign,  transfer,  convey,  lease  or  otherwise dispose of any of the
material  properties  or  assets  of  TPC;

               (viii)    waive  or release any material right of TPC except in
the  ordinary  course  of  business  consistent  with  past  practice;

               (ix)    permit  TPC to enter into any transaction or to make or
enter into any Contract which by reason of its size or otherwise is not in the
ordinary  course  of  business  consistent  with  past  practice;

               (x)  permit TPC to enter into or agree to enter into any merger
or  consolidation  with,  any  corporation  or  other  entity;

               (xi)  permit TPC to make a unilateral declaration under Section
3.1  of  the  Political Events Agreement that a Political Event (as defined in
the  Political  Events  Agreement)  has  occurred;  or

               (xii) agree to do anything prohibited by this Section 7.2(a) or
anything  which  would  make  any  of  the  representations,  warranties  and
covenants  of  the  Seller in this Agreement or the Seller Documents untrue or
incorrect  in  any  material  respect as of any time through and including the
Closing  Date.

          (b)    Except  as otherwise expressly contemplated by this Agreement
from  the date hereof through and after the Closing Date, the Seller shall not
and  shall  cause  its  Affiliates  not  to:

               (i)    introduce  any  material  change  with  respect  to  the
operation  of  Ocensa,  including,  without  limitation,  any  amendments  or
alterations  to  the  Financing  Plan;

               (ii)  fail to fully perform its obligations or duties under the
Ocensa  Agreement  and  the  Related  Documents;

               (iii)  permit  any  increase  in  the  Equity  Contributions,
including  Subordinated  Notes  (as  each  such  term is defined in the Ocensa
Agreement) or permit any increase in the Senior Debt (as defined in the Ocensa
Agreement)  or  any  other  increase in the capital or funding requirements of
TPC;  or

               (iv)  agree to do anything prohibited by this Section 7.2(b) or
anything which would make any of the representations, warranties and covenants
of the Seller in this Agreement or the Seller Documents untrue or incorrect in
any material respect as of any time through and after the Closing Date (except
insofar  as  they  set  out  obligations that have been fully performed at the
Closing  Date).

          7.3    Consents.        The Seller shall use its best
efforts,  and  the Purchaser shall cooperate with the Seller, to obtain at the
earliest  practicable  date all consents and approvals required to consummate
the  transactions  contemplated  by  this  Agreement,  including,  without
limitation,  the  consents  and approvals referred to in Section 5.6(b) hereof
and  required  by  Article  Ten  of  the  Ocensa  Agreement.

          7.4    Other  Actions.  Each of the Seller and the  Purchaser shall
use its best efforts to (i) take all actions necessary or appropriate  to
consummate the transactions contemplated by this Agreement and (ii)  cause
the  fulfillment  at the earliest practicable date of all of the conditions
to  their  respective obligations to consummate the transactions
contemplated  by  this  Agreement.

          7.5    Confidentiality.     Each of the Seller and  Purchaser
hereto acknowledges to the other party that all information or
documentation  that  any  of  the  parties provided to the other before, on or
after  the Closing Date, or that one of the parties would have provided in the
course  of  the  negotiation  of  this  Agreement,  with  the exception of the
information  that  is publicly available, shall be treated as confidential and
owned  by such party and it shall not be disclosed to third parties (except to
legal  and  financial advisors of each party) without the consent of the party
that  delivered  the  information  or  the  document,  except  as  required by
applicable  Law.

          7.6    Publicity.    Neither  the Seller nor the Purchaser shall
issue any press release or public announcement concerning this
Agreement  or  the  transactions  contemplated  hereby without obtaining the
prior  written  approval of the other party hereto, which approval will not be
unreasonably  withheld  or  delayed,  unless,  in  the  sole  judgment  of the
Purchaser  or  the Seller, disclosure is otherwise required by applicable Law,
provided  that,  to the extent required by applicable Law, the party intending
to  make  such  release  shall  use  its  best  efforts  consistent  with such
applicable  Law  to  consult  with  the  other  party with respect to the text
thereof.

          7.7    Holding  of  TPC  Shares.  The Purchaser  shall  accept
delivery  of  the TPC Shares on the Closing Date and shall  pledge  such
TPC Shares to First Trust of New York, N.A., as indenture trustee  for the
Floating Rate Notes.  The Purchaser agrees that it will cause such  TPC Shares
to be held in trust in accordance with the terms of the trust indenture
relating  to  the Floating Rate Notes and shall not sell, pledge or
hypothecate  and/or  otherwise transfer or dispose of the TPC Shares except as
set  forth  in this Section 7.7 or in accordance with the terms of Section 7.9
hereof  and  any  such  transfer  or disposition in breach of this Section 7.7
shall  be  void  and  of  no  effect.

         7.8  Future Funding Obligations.
The  Purchaser hereby covenants to notify the Seller if the Purchaser receives
notice  under  the  Ocensa  Agreement  that the shareholders of Ocensa have an
opportunity  to acquire additional equity shares under the Ocensa Agreement or
that  any  shares  of Ocensa capital stock are proposed to be issued under the
Ocensa  Agreement.

         7.9    Right  of  First  Refusal.

          (a)   The parties hereto agree that upon any sale of the TPC Shares,
the  Seller shall have a right of first refusal on the TPC Shares as set forth
herein.    The  Seller's right of first refusal may be exercised by the Seller
itself  or  any  third  party  designated  by  the  Seller.

          (b)    In the event the Purchaser determines to sell the TPC Shares,
the  Purchaser  shall  so  inform the Seller in writing (the "Sale Notice") at
least 30 days prior to the closing date of the proposed disposition (the "Sale
Date"),  stating  the  name  and  address  of  the  proposed  transferee  (the
"Offeror")  to  the extent 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 nonmonetary consideration).  The Sale
Notice  shall  be  accompanied by a copy of such offer.  The Seller shall have
the  right  to  purchase  the  TPC Shares at the same consideration (the "Sale
Price") and on the same terms as are set forth in the Sale Notice (except that
any  portion  of  the  consideration set forth in the Sale Notice which is not
cash  or  indebtedness  of  the  Offeror shall be payable in cash at the value
thereof  as  the  Seller and the Purchaser may agree, or if they cannot agree,
then  as  determined by a third party mutually agreeable to the Seller and the
Purchaser not affiliated with any of the Seller or the Purchaser), exercisable
as  more  fully described herein.  If the Seller decides to exercise its right
of  first refusal, the Seller shall send irrevocable written notice thereof to
the  Purchaser  no  later  than ten business days after receipt of such notice
from  the  Purchaser  (the "Notification Date") stating that it has decided to
purchase the TPC Shares at the Sale Price on the Sale Date.  Such notice shall
also  set  forth  delivery instructions for the TPC Shares.  If the Seller has
delivered written notice on or prior to the Notification Date to the Purchaser
of  its irrevocable decision to purchase the TPC Shares, such TPC Shares shall
be  delivered  by the Purchaser to the Seller or its designee, at the accounts
specified  in  the  notice,  on  the Sale Date against receipt, in immediately
available funds, of the Sale Price at the account designated by the Purchaser.
Notwithstanding the foregoing, the Seller shall have no right of first refusal
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 Sale Notice specified
in  this  Section  7.9(b) shall be delivered to the Seller by the Purchaser no
more  than  three  business  days prior to the Sale Date, and the Notification
Date  specified  in  this Section 7.9(b) shall be one business day thereafter.
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.

          (c)    If the Seller has not delivered irrevocable written notice of
its  intent  to  purchase  the  TPC Shares on the Sale Date on or prior to the
Notification  Date,  the  Purchaser shall be entitled to sell such TPC Shares,
without  any  restrictions,  to  any  Person selected by the Purchaser without
further  notice  to the Seller.  Additionally, if the Seller should default on
its payment obligations to the Purchaser after having delivered written notice
of its intent to purchase the TPC Shares, the Purchaser shall be at liberty to
sell  the  TPC  Shares  without  restriction and without further notice to the
Seller;  provided,  however,  that the Seller shall be liable to the Purchaser
for  any  expenses  incurred  by  the  Purchaser  as  a result of the Seller's
default.

          (d)    The Purchaser shall have no liability to the Seller hereunder
if  any proposed sale of the TPC Shares to the Seller pursuant to this Section
7.9  does  not  comply  with  the  provisions  of  Article  Ten  of the Ocensa
Agreement,  or  if such sale cannot be consummated due to the restrictions set
forth  in  Article  Ten  of the Ocensa Agreement.  If the Seller determines to
exercise  its right of first refusal set forth in this Section 7.9, the Seller
shall  be  responsible  for  taking  all  actions necessary to comply with the
provisions  of  Article  Ten of the Ocensa Agreement.  If within 45 days after
exercising  its  right  of  first  refusal,  the  Seller is unable to meet the
conditions  set  forth  in  such  Article Ten, the Purchaser shall, subject to
Section  7.15 hereof, be at liberty to sell the TPC Shares to any other Person
without  any  further  restriction  and  without  any liability to the Seller.

          (e)   Notwithstanding the foregoing, in the event of any sale by the
Purchaser  of  the  TPC  Shares  to any Person other than the Seller, 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  the  use  of  the  name "Triton" in the conduct of the business of TPC.

          7.10  Release of Liens.  In the event that the  Seller  shall
exercise  its  right of first refusal, upon receipt by the Purchaser of the
Sale Price from the Seller, the Purchaser shall cause the TPC Shares  to  be
delivered to the Seller or its designee in accordance with the written
instructions provided by the Seller free and clear of all Liens, other
than  as  set  forth  in  the  Ocensa  Agreement  and  this  Agreement.

          7.11    Changes  Affecting the TPC Shares.  In the event that TPC is
the subject of a merger, spin-off, recapitalization  or other similar
transaction, any TPC Shares received by the Purchaser  as  the  result  of
such  transactions  shall  be  covered by this Agreement.

          7.12    Information.  The Purchaser shall cause TPC  to  provide
the  Seller  such  information  as the Seller may reasonably  request
regarding  matters  on  which  holders of the TPC Shares or shares of
Ocensa  are  asked  to  vote.

          7.13    TPC Board of Directors.  The Purchaser,  as  sole
shareholder of TPC, will, in its sole discretion, appoint directors  to
the  Board  of  Directors  of  TPC.

          7.14   Obligations of Initial Shipper and Throughput Obligor.
  The Seller shall cause Triton  Colombia,  Inc.  to  fulfill  all  of its
obligations under the Ocensa  Agreement  and the Related Documents.  The
Seller shall immediately notify the Purchaser of the occurrence of any event
which would cause the Initial Shipper or  the  Throughput  Obligor  (as
each  such  term  is  defined in the Ocensa  Agreement  and  the  Related
Documents)  to  be  in  default  on  any  of its obligations  thereunder.


          7.15    Obligations  under the Ocensa Agreement.    Subject  to
Section  7.9(d)  hereof, if the Purchaser decides to sell any of the TPC
Shares, the Purchaser shall cause TPC to  comply  with  the  transfer
restrictions  of Article Ten under the Ocensa Agreement,  and the Purchaser
shall not attempt to circumvent the restrictions on  transfer set forth in
Article Ten of the Ocensa Agreement, as set forth in Section  10.7 of the
Ocensa Agreement.  The Purchaser shall immediately notify the  Seller  of
the  occurrence of any event of which it has actual knowledge which  would
cause  TPC  to  be  in  violation  of  Article Ten of the Ocensa Agreement.


                                     ARTICLE  VIII

                             CONDITIONS  TO  CLOSING


          8.1    Conditions Precedent to Obligations of the Purchaser.
The obligation of the Purchaser  to  consummate  the  transactions
contemplated by this Agreement is subject  to  the  fulfillment, on or prior
to the Closing Date, of each of the following  conditions  (any  or all of
which may be waived by the Purchaser in whole  or  in  part  to  the  extent
permitted  by  applicable  Law):

          (a)    all  representations  and  warranties of the Seller contained
herein  shall  be  true and correct in all material respects as of the Closing
Date;

          (b)    the  Seller shall have performed and complied in all material
respects  with  all obligations and covenants required by this Agreement to be
performed  or  complied  with  by  it  on  or  prior  to  the  Closing  Date;

          (c)    the  Purchaser  shall  have  been furnished with certificates
(dated  the Closing Date and in form and substance reasonably satisfactory to
the  Purchaser) executed by the Seller certifying as to the fulfillment of the
conditions  specified  in  Sections  8.1(a)  and  8.1(b)  hereof;

          (d)    the  Seller  shall have delivered a duly completed and signed
transfer in favor of the Purchaser or its designee of the TPC Shares, together
with  the  relative certificates representing 100% of the TPC Shares.  The TPC
Shares shall have been, or shall at the Closing Date be, validly delivered and
transferred  to the Purchaser, free and clear of any and all Liens, other than
as  set  forth  in  the  Ocensa  Agreement  and  this  Agreement;

          (e)    there  shall  not  have been or occurred any Material Adverse
Change;

          (f)    the  Seller  shall  have  obtained  all  consents and waivers
referred to in Section 5.6(b) hereof, in a form reasonably satisfactory to the
Purchaser, with respect to the transactions contemplated by this Agreement and
the  Seller  Documents including, without limitation, any consents required by
Article  Ten  of  the  Ocensa  Agreement;

          (g)    no Legal Proceedings shall have been instituted or threatened
or claim or demand made against the Seller, TPC, or Ocensa seeking to restrain
or  prohibit or to obtain substantial damages with respect to the consummation
of the transactions contemplated hereby, and there shall not be in effect any
Order  by a Governmental Body of competent jurisdiction restraining, enjoining
or  otherwise  prohibiting  the  consummation of the transactions contemplated
hereby;

          (h)    the  Seller  shall  have delivered to the Dividend Trustee in
accordance with Section 4.16 of the Dividend Trust Agreement written notice of
the  transfer  of  the TPC Shares as provided in this Agreement and the Seller
shall have caused the valid transfer of all rights of TPC to Distributions and
interests  in  the  Dividend Account established for the benefit of TPC to the
designee  of  the  Purchaser;  and

          (i)   the Purchaser shall have consummated the sale to a third party
purchaser  of  the Class B Shares in a private placement of such Shares for an
aggregate  purchase  price  at  least  equal  to  3%  of  the  Purchase Price.

          8.2    Conditions  Precedent  to  Obligations of the Seller.  The
obligation of the Seller  to  consummate  the  transactions  contemplated  by
this Agreement is subject  to  the fulfillment, on or prior to the Closing
Date, of each of the following conditions (any or all of which may be waived
by the Seller in whole or  in  part  to  the  extent  permitted  by
applicable  Law):

          (a)    all representations and warranties of the Purchaser contained
herein  shall  be  true and correct in all material respects as of the Closing
Date;

          (b)  the Purchaser shall have performed and complied in all material
respects  with  all obligations and covenants required by this Agreement to be
performed  or  complied  with  by  it  on  or  prior  to  the  Closing  Date;

          (c)    the Seller shall have been furnished with certificates (dated
the  Closing  Date  and  in form and substance reasonably satisfactory to the
Seller)  executed  by  the  Purchaser  certifying as to the fulfillment of the
conditions  specified  in  Sections  8.2(a)  and  8.2(b)  hereof;

          (d)    the  Seller  shall have obtained all consents and waivers, if
any,   referred to in Section 5.6(b) hereof, in a form reasonably satisfactory
to  the  Seller,  with  respect  to  the  transactions  contemplated  by  this
Agreement;

          (e)    no Legal Proceedings shall have been instituted or threatened
or  claim  or  demand  made  against  the  Seller  or the Purchaser seeking to
restrain  or  prohibit  or  to  obtain substantial damages with respect to the
consummation  of the transactions contemplated hereby, and there shall not be
in  effect  any  Order  by  a  Governmental  Body  of  competent  jurisdiction
restraining,  enjoining  or  otherwise  prohibiting  the  consummation  of the
transactions  contemplated  hereby;

          (f)   the Seller shall be reasonably satisfied that the transactions
contemplated  by the parties hereto shall be accounted for as a sale of assets
by  the  Seller  and  that  the  full  amount  of  the Purchase Price shall be
accounted  for  as  the  proceeds  of  such  sale;  and,

          (g)    the  Seller  has  received  the  Purchase Price in the manner
specified  in  Section  3.2  hereof.


                                    ARTICLE  IX

                         DOCUMENTS  TO  BE  DELIVERED


          9.1    Documents to be Delivered by the Seller.

          (a)  On  the  date  of  this Agreement, the Seller shall deliver, or
cause  to  be  delivered, to the Purchaser, the opinions of Maples and Calder,
Simpson  Thacher & Bartlett and Jackson Walker L.L.P., counsels to the Seller,
in  form  and  substance  reasonably  satisfactory  to  the  Purchaser.

          (b)    At  the  Closing,  the  Seller  shall deliver, or cause to be
delivered,  to  the  Purchaser  the  following:

          (i)    stock certificates representing the TPC Shares, duly endorsed
in  blank or accompanied by stock transfer powers and with all requisite stock
transfer  tax  stamps  attached;

          (ii)    the  certificate  referred  to  in  Section  8.1(c)  hereof;

          (iii)  the  opinions  of  Maples  and  Calder and Simpson, Thacher &
Bartlett,  counsels  to  the  Seller,  in  form  and  substance  reasonably
satisfactory  to  Purchaser;

          (iv)    copies  of  all  consents and waivers referred to in Section
8.1(f)  hereof;

          (v)    the  Seller  Documents;

          (vi)  an  executed  copy  of  the  Escrow  Agreement;  and

          (vii)    such  other  documents  as  the  Purchaser shall reasonably
request.

          9.2    Documents to be Delivered by the Purchaser.

          (a)   On the date of this Agreement, the Purchaser shall deliver, or
cause  to  be  delivered,  to  the  Seller,  the opinion of W.S. Walker & Co.,
counsel  to  the  Purchaser.

          (b)    At  the  Closing, the Purchaser shall deliver, or cause to be
delivered,  to  the  Seller  the  following:

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

          (ii)    the  certificate  referred  to  in  Section  8.2(c)  hereof;

          (iii)  the  opinion  of W.S. Walker & Co., counsel to the Purchaser;
and

          (iv)    such other documents as the Seller shall reasonably request.


                                    ARTICLE  X

                                INDEMNIFICATION

          10.1    Indemnification.

          (a)    The Seller and Triton Energy (collectively, the "Indemnifying
Parties"),  hereby  agree  jointly  and  severally,  to indemnify and hold the
Purchaser,  and  its  directors,  officers,  employees,  Affiliates,  agents,
successors  and  assigns  (collectively,  the "Purchaser Indemnified Parties")
harmless  from  and  against:

               (i)    any and all liabilities of TPC of every kind, nature and
description,  absolute  or  contingent,  existing  as against TPC prior to and
including  the  Closing Date coming into being or arising from any third party
as  a  result  of  the  acquisition  and  ownership  of  the TPC Shares by the
Purchaser  including, without limitation, any environmental liability relating
to  Ocensa or any Legal Proceedings instituted by Ocensa or any other party to
the  Ocensa  Agreement;

               (ii)    subject  to  Section  11.2  hereof, any and all losses,
liabilities,  obligations,  damages,  costs,  expenses,  claims,  actions,
judgments,  awards  or  demands  arising  from  any  third  party  based upon,
attributable  to  or  resulting  from  the  failure  of  any representation or
warranty of the Seller set forth in Article V hereof, or any representation or
warranty  contained in any certificate delivered by or on behalf of the Seller
pursuant  to  this Agreement, to be true and correct in all respects as of the
date  made;

               (iii)   any and all losses, liabilities, obliga-tions, damages,
costs,  expenses,  claims,  actions, judgments, awards or demands arising from
any  third  party  based upon, attributable to or resulting from the breach of
any  covenant  or  other  agreement  on  the  part  of  the  Seller under this
Agreement;

               (iv)    in  the  event  of  the  termination  of this Agreement
pursuant  to Section 4.2 hereof, any and all losses, liabilities, obligations,
damages,  costs,  expenses,  claims,  actions,  judgments,  awards  or demands
instituted  or  asserted against or incurred by the Purchaser as the result of
it  having  entered  into  this Agreement, including, without limitation, as a
result of the payment by the Purchaser of the Initial Payment or the repayment
or  non-repayment  by  the  Seller  of  the  Initial  Payment;  and

               (v)   any and all notices, actions, suits, proceedings, claims,
demands,  assessments,  judgments,  costs,  penalties and expenses, including
reasonable  attorneys'  and  other  professionals'  fees  and  disbursements
(collectively,  "Expenses")  incident  to  any  and  all  losses, liabilities,
obligations, damages, costs and expenses with respect to which indemnification
is  provided  hereunder  (collectively,  "Losses").

          (b)  The obligations to indemnify and hold harmless contained herein
shall  continue  to  be  valid  and  binding  after  the  conclusion  of  the
transactions contemplated herein or the termination of this Agreement pursuant
to  the  terms  hereof.

          10.2    Indemnification  Procedures.

          (a)   In the event that any Legal Proceedings shall be instituted or
that  any claim or demand ("Claim") shall be asserted by any Person in respect
of  which payment may be sought under Section 10.1 hereof, the Purchaser shall
reasonably  and promptly cause written notice of the assertion of any Claim of
which  it  has knowledge which is covered by this indemnity to be forwarded to
the  Indemnifying  Parties  (together  with  a  copy of any such claim and any
related  service  of  process  and pleadings).  The Indemnifying Parties shall
have  the  right,  at  their sole option and expense, to undertake the defense
thereof  by  counsel of their choice, which must be reasonably satisfactory to
the Purchaser, and to defend against, negotiate, settle or otherwise deal with
any  Claim  which relates to any Losses indemnified against hereunder.  If the
Indemnifying  Parties elect to defend against, negotiate, settle or otherwise
deal with any Claim which relates to any Losses indemnified against hereunder,
they  shall  within  ten  (10)  days (or sooner, if the nature of the Claim so
requires)  notify the Purchaser of their intent to do so.  If the Indemnifying
Parties  elect not to defend against, negotiate, settle or otherwise deal with
any  Claim which relates to any Losses indemnified against hereunder, fails to
notify  the  Purchaser  of their election as herein provided or contests their
obligation  to  indemnify  the Purchaser for such Losses under this Agreement,
the  Purchaser  may  defend against, negotiate, settle or otherwise deal with
such  Claim  (subject  to  the right of the Indemnifying Parties to assume the
defense  of  such Claim at any time prior to settlement or final determination
thereof).    If the Purchaser defends any Claim, then the Indemnifying Parties
shall  reimburse  the Purchaser for the Expenses of defending such Claim upon
submission  of  periodic bills.  If the Indemnifying Parties shall assume the
defense  of  any  Claim,  the  Purchaser  may  participate,  at his or its own
expense, in the defense of such Claim; provided, however, that such Purchaser
shall be entitled to participate in any such defense with separate counsel at
the  expense  of  the  Indemnifying Parties if the named parties to such Claim
include both the Purchaser and the Indemnifying Parties and, in the reasonable
opinion  of  counsel to the Purchaser, a conflict exists between the Purchaser
and  the  Indemnifying  Parties  that  would make such separate representation
advisable.    The  parties  hereto agree to cooperate fully with each other in
connection  with the investigation, defense, negotiation or settlement of any
such  Claim.

          (b)  After any final judgment or award shall have been rendered by a
court,  arbitration  board  or administrative agency of competent jurisdiction
and  the  expiration of the time in which to appeal therefrom, or a settlement
shall  have  been  consummated,  or the Purchaser and the Indemnifying Parties
shall  have  arrived  at  a mutually binding agreement with respect to a Claim
hereunder,  the  Purchaser shall forward to the Indemnifying Parties notice of
any  sums due and owing by the Indemnifying Parties pursuant to this Agreement
with  respect to such matter and the Indemnifying Parties shall be required to
pay  all  of  the  sums  so due and owing to the Purchaser by wire transfer of
immediately  available  funds within five business days after the date of such
notice.

          (c)    The failure of the Purchaser to give reasonably prompt notice
of  any  Claim  shall not release, waive or otherwise affect the Indemnifying
Parties's  obligations  with  respect  thereto  except  to the extent that the
Indemnifying Parties can demonstrate actual loss and prejudice as a result of
such  failure.

          (d)         The indemnification procedures set forth in Section 10.2
hereof  shall  not  apply  to  any  Claim asserted by or against the Purchaser
pursuant to Section 10.1(a)(iv) hereof and the Seller shall pay all Losses and
Expenses  incurred  by  the  Purchaser  pursuant to Section 10.1(a)(iv) hereof
immediately  upon  demand  by  the  Purchaser  and  submission  of  written
documentation  evidencing  the  incurrence  of  such  Losses  and  Expenses.


                                 ARTICLE  XI

                                  MISCELLANEOUS


          11.1   Payment of Sales, Use or Similar Taxes.    All sales, use,
transfer, intangible, recordation, documentary  stamp  or  similar  Taxes  or
charges, of any nature whatsoever, applicable  to,  or  resulting  from,  the
transactions contemplated by this Agreement  shall  be  borne  by  the
Seller.

          11.2    Survival  of Representations and Warranties.    The  parties
hereto hereby agree that the representations  and  warranties,  covenants and
indemnities contained in this Agreement  or  in  any  certificate,  document
or  instrument  delivered  in connection  herewith,  shall remain in full
force and effect after the Closing Date  (except  insofar  as  they  set  out
obligations  that  have been fully performed  at  the  Closing  Date).

          11.3   Expenses.  The Seller agrees to pay on or about
the  Closing  Date: (i) 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; and, (ii) a
structuring  fee  equal  to  $143,294.27.

          11.4    Further  Assurances.  The Seller and the  Purchaser  each
agrees  to  execute  and deliver such other documents or agreements  and  to
take such other action as may be reasonably necessary or desirable  for  the
implementation of this Agreement and the consummation of the  transactions
contemplated  hereby.

          11.5   Submission to Jurisdiction; Consent to Service of Process.

          (a)    The  parties  hereto  hereby  irrevocably  submit  to  the
nonexclusive  jurisdiction  of  any federal or state court located within the
State  of  New  York  over  any  dispute  arising  out  of or relating to this
Agreement or any of the transactions contemplated hereby and each party hereby
irrevocably  agrees  that  all  claims in respect of such dispute or any suit,
action  or  proceeding  related  thereto  may  be heard and determined in such
courts.  The parties hereby irrevocably waive, to the fullest extent permitted
by  applicable law, any objection which they may now or hereafter have to the
laying  of  venue  of any such dispute brought in such court or any defense of
inconvenient  forum  for the maintenance of such dispute.  Each of the parties
hereto  agrees  that  a  judgment in any such dispute may be enforced in other
jurisdictions  by suit on the judgment or in any other manner provided by law.

          (b)    Each  of  the parties hereto hereby consents to process being
served by any party to this Agreement in any suit, action or proceeding by the
mailing  of  a copy thereof in accordance with the provisions of Section 11.9.

          11.6    Entire  Agreement;  Amendments  and  Waivers.    This
Agreement  (together  with  any documents  referred  to herein or executed
contemporaneously by the parties in connection  herewith)  constitutes  the
whole arrangement between the parties hereto  and  supersedes  any  previous
agreements or arrangements between them relating  to  the subject matter
hereof.  No amendment to this Agreement shall be  effective  unless  made  in
writing  and  signed  by  duly  authorized representatives  of  the  Purchaser
and  the  Seller.

          11.7    Governing  Law.  THE AGREEMENT 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.

          11.8    Table  of  Contents  and Headings.
The  table of contents and section headings of this Agreement are
for  reference purposes only and are to be given no effect in the construction
or  interpretation  of  this  Agreement.

          11.9    Notices.  All notices and other communications
under  this  Agreement  shall  be  in  writing  and shall be deemed given when
delivered  personally  or mailed by certified mail, return receipt requested,
to  the  parties  (and  shall  also be transmitted by facsimile to the Persons
receiving copies thereof) at the following addresses (or to such other address
as  a  party may have specified by notice given to the other party pursuant to
this  provision):

          If  to  the  Seller,  to:

          Triton  International  Petroleum,  Inc.
          c/o  Triton  Energy
          6688  North  Central  Expressway
          Suite  1400
          Dallas,  TX    75206
          Attention:    Legal  Department
          Telephone:    (214)  691-5200
          Telecopy:     (214)  691-0198

          If  to  Purchaser,  to:

          The  Strategic  Transaction  Company
          Elizabethan  Square
          P.O.  Box  1984
          George  Town,  Grand  Cayman
          Cayman  Islands,  B.W.I.
          Attention.  Ms.  Marlene  Blake
          Telephone:  (809)  949-8244
          Telecopy:   (809)  949-8178


          11.10    Severability.  If any provision of this Agreement  is
invalid  or  unenforceable, the balance of this Agreement shall remain  in
effect.

          11.11   Binding Effect; Assignment.
This  Agreement shall be binding upon and inure to the benefit of the parties
and  their  respective  successors  and  permitted  assigns.   Nothing in this
Agreement  shall  create  or  be deemed to create any third party beneficiary
rights  in  any  Person  not  a  party to this Agreement except as provided in
Section  4.5,  Article  X  and Section 11.3 hereof and this Section 11.11.  No
assignment of this Agreement or of any rights or obligations hereunder may be
made  by either the Seller or the Purchaser (by operation of Law or otherwise)
without the prior written consent of the other party hereto and any attempted
assignment  without  the  required  consents shall be void; provided, however,
that,  subject  to  the  provisions of the Ocensa Agreement, the Purchaser may
assign  any  of  its  rights  under  this Agreement without the consent of the
Seller  (including,  without  limitation,  the  Purchaser's  rights  to  seek
indemnification  hereunder  and  to  recover  the  Initial  Payment  and any
interest  thereon  pursuant to Section 4.5 hereof) to any Person designated by
the  Purchaser.    Upon  any such permitted assignment, the references in this
Agreement  to  the  Purchaser shall also apply to any such assignee unless the
context  otherwise  requires.

          11.12    Non-Petition.    Notwithstanding  any termination of the
transactions contemplated herein, the Seller shall not, and shall cause its
Affiliates not to, prior to the date which is one year and one day after the
maturity date of the Floating Rate Notes, acquiesce, petition or otherwise
invoke  or  cause  any  other  Person  to invoke the process of any
Governmental  Body  for the purpose of commencing or sustaining a case against
the  Purchaser under any bankruptcy, insolvency or similar law or appointing a
receiver,  liquidator,  assignee,  trustee,  custodian,  sequestrator or other
similar  official  to the Purchaser or any substantial part of the Purchaser's
property,  or  making  a  general  assignment  for the benefit of creditors or
ordering  the  winding  up  or  liquidation  of  the affairs of the Purchaser.

          11.13    Counterparts.    This Agreement may be executed  in
counterparts, each of which shall constitute an original, but allof  which
shall  together  constitute  one  Agreement.

<PAGE>





          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be  executed by their respective officers thereunto duly authorized, as of the
date  first  written  above.

                         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: