EXHIBIT 10.52


                              FIRST AMENDMENT TO
                              ------------------
                          1997 SHARE COMPENSATION PLAN
                          ---------------------------

     This  First  Amendment  to  the  1997  Share  Compensation  Plan  (this
"Amendment")  is  executed  by Triton Energy Limited, a Cayman Islands company
("Triton"),  as  of  January  13,  1998.

                               R E C I T A L S:
                               ---------------

     A.      Triton has adopted the 1997 Share Compensation Plan (the "Plan");
and

     B.       In accordance with the terms of the Plan, the Board of Directors
has  adopted  certain amendments to the Plan effective as of January 13, 1998.

     NOW,  THEREFORE,  in  accordance  with the terms of the Plan, the Plan is
amended  in  the  following  respects:

     1.          Section  4.2  is  amended to read in its entirety as follows:

     4.2        Election to Receive Elected Shares and/or Stock Options.  Each
Participant  eligible  to  receive  Elected  Shares  may  make  an irrevocable
election (an "Election") either (a) to receive a grant of Ordinary Shares in a
number  determined  by the Committee from time to time in an amount or amounts
determined  by  the Committee (whether in a fixed amount or by formula) or (b)
not  to  participate  in this Article IV. With respect to the participation by
Non-Employee  Directors, each such Director is automatically eligible to elect
to  receive a grant of 1,000 Elected Shares in conjunction with an election to
receive  a  grant of Stock Options to purchase 10,000 Ordinary Shares pursuant
to  Section  5.7  of  the  Plan.

     2.          Section  4.4  is  amended to read in its entirety as follows:

     4.4       Issuance of Shares. Unless the Committee otherwise provides and
except  as provided below with respect to Non-Employee Directors, on each date
on  which  a  payment of compensation to a Participant is due, Ordinary Shares
shall  be  issued to such Participant in an amount determined by the Committee
pursuant  to  Section 4.1. With respect to each Non-Employee Director electing
to  receive Elected Shares pursuant to Section 4.2, the  Ordinary Shares shall
be  issued on such date as the Committee may specify, or as soon thereafter is
reasonably  practicable (although the date specified by the Committee shall be
deemed  the  date  of  issuance);  provided that, with respect to Non-Employee
Directors  electing  to  participate  for the 1997 year, 1,000 Ordinary Shares
shall be issued on such date as any necessary prior approvals are obtained, or
as  soon  thereafter as is reasonably practicable (although the date specified
in  the  applicable  Elected  Share  Agreement  shall  be  deemed  the date of
issuance);  and provided further, that with respect to a Non-Employee Director
elected to the Board for the first time who elects to participate for the year
in  which  he  or she is elected, 1,000 shares shall be issued on such date as
any  necessary  prior  approvals  are  obtained,  or  as  soon  thereafter  is
reasonably  practicable  (although the date of delivery of his or her election
to  the Plan Administrator shall be deemed the date of issuance). All Electing
Shares  issued  or  deemed  issued pursuant to this Article IV shall be deemed
outstanding for all purposes as of the date of their deemed issuance; provided
that, with respect to Elected Shares issued to Non-Employee Directors pursuant
to this Section 4.4, unless the Committee otherwise specifies, for a period of
one  year  from  the date of deemed issuance, such Elected Shares shall not be
sold,  transferred  or  otherwise  disposed  of,  and  shall not be pledged or
otherwise  hypothecated, and if for any reason other than death, disability or
Retirement, such Non-Employee Director is not a Director of the Company at the
end of such one-year term, then such shares shall be forfeited and returned to
the  Company.  The  issuance  of  Elected Shares shall be evidenced by Elected
Share  Agreements  setting  forth  the total number of shares to be issued and
such other terms, restrictions and provisions as are consistent with the Plan.

     3.          Section  5.7  is  amended to read in its entirety as follows:

     5.7          Automatic  Grant  of  Stock  Options.

     (a)  Grant  of  Stock Options. In addition to the options provided for in
this  Article  V,  throughout  the term of this Plan, on such date or dates in
January  of  each  year  as the Committee may specify (and the Committee shall
specify  the  Date  of Grant or the manner in which the Date of Grant shall be
determined  based  on  the  election  by  each  Non-Employee  Director),  each
Non-Employee  Director  of  the  Company shall be entitled to elect to receive
either  (i)  1,000  Elected  Shares  pursuant to Section 4.2 of the Plan and a
Nonqualified  Stock  Option  to  purchase  10,000  Ordinary  Shares  or (ii) a
Nonqualified  Stock Option to purchase 15,000 Ordinary Shares. In addition, if
a  person  is first appointed or elected as a Non-Employee Director other than
at a date that would permit him or her to participate in the election provided
in  the  first  sentence  of  this  paragraph  (a)  , then on the date of such
appointment  or  election  the  Committee  shall  grant  to  such Non-Employee
Director  a  Nonqualified  Stock  Option  to  purchase 15,000 Ordinary Shares.

     (b) Option Exercise Price.  The exercise price for a Stock Option granted
under  this  Section 5.7 shall be equal to 100% of the Fair Market Value of an
Ordinary Share on the Date of Grant.  Notwithstanding anything to the contrary
in this paragraph, the exercise price of each Stock Option granted pursuant to
this  Section  5.7  shall not be less than the par value of an Ordinary Share.

     (c) Option Period.  The option period for each Stock Option granted under
this  Section  5.7  will terminate ten years from the Date of Grant.  No Stock
Option  granted  under this Section 5.7 may be exercised at any time after its
term.

     (d)  Exercise  of  Stock  Option.    Except only as specifically provided
elsewhere  in  this  Plan and as set forth in any Stock Option Agreement, each
Stock  Option  granted  under  this  Section  5.7  shall  be  fully vested and
exercisable  as  to  all of the Ordinary Shares covered thereby on the Date of
Grant.

     4.       Paragraph (b) of Article VIII is amended to read in its entirety
as  follows:

     (b)          Retirement.    If a Participant ceases to be employed by the
Company  or  a  Subsidiary,  or ceases to serve as a Director or Advisor, as a
result  of  Retirement, (i) the Committee shall have the ability to accelerate
the  vesting  of  the Participant's Stock Option and the lapse of any transfer
restrictions  imposed  on  Restricted  Shares  or  Elected  Shares in its sole
discretion,  and  (ii) the Participant's Stock Option shall be exercisable (to
the  extent  exercisable  on  the effective date of such retirement or, if the
vesting  of  such Stock Option has been accelerated, to the extent exercisable
following  such  acceleration)  (a) if such Stock Option is an Incentive Stock
Option,  at any time three months after the effective date of such Retirement,
unless  by  its  terms the Stock Option expires earlier, and (b) if such Stock
Option  is  a Nonqualified Stock Option (I) that was granted to a Non-Employee
Director  pursuant  to  Section  5.7, at any time within three years after the
effective  date  of  such  Retirement,  unless  by  its terms the Stock Option
expires  sooner  or  the  Committee agrees, in its sole discretion, to further
extend  the  term  of  such Nonqualified Stock Option; provided that if at any
time  the  Board or the Committee determines in good faith that the three-year
period  would  reasonably  be expected to impair the ability of the Company to
effect  a  transaction  that would be accounted for as a pooling of interests,
the  Board  or  the Committee may amend this Plan, with the effect of amending
each such Stock Option outstanding hereunder, without any action of the Option
Holder,  to  provide  that  such  period  shall  instead  be one year from the
effective  date  of  such  Retirement,  and  (II)  that  was  not granted to a
Non-Employee  Director  pursuant  to  Section 5.7, at any time within one year
after  the  effective  date  of such Retirement, unless by its terms the Stock
Option  expires  sooner  or  the  Committee agrees, in its sole discretion, to
further  extend  the  term  of  such  Nonqualified  Stock  Option.

     5.       Except as amended by the provisions of this Amendment, all other
provisions  of  the  Plan  remain  in  full  force  and  effect.

     IN WITNESS WHEREOF, Triton Energy Limited has caused this Amendment to be
executed  by  its  duly  authorized  officer effective as of the date and year
first  above  written.


                              TRITON  ENERGY  LIMITED


                              By:_________________________________