Exhibit 25.4
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
__________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
__________________________
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) _______
__________________________
UNITED STATES TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-3818954
(Jurisdiction of incorporation (I.R.S. Employer
if not a U.S. national bank) Identification Number)
114 West 47th Street 10036-1532
New York, New York (Zip Code)
(Address of principal
executive offices)
__________________________
Triton Energy Corporation
(Exact name of obligor as specified in its charter
Texas 75-1151855
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206-9926
(Address of principal executive offices) (Zip code)
__________________________
Triton Energy Limited
(Exact name of obligor as specified in its charter)
Cayman Islands N/A
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Caledonian House
P.O. Box 1043, George Town
Grand Cayman, Cayman Islands
British West Indies N/A
Address of principal executive offices) (Zip code)
__________________________
Senior Subordinated
(Title of the indenture securities)
GENERAL
1. General Information
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Federal Reserve Bank of New York (2nd District), New York, New York
(Board of Governors of the Federal Reserve System).
Federal Deposit Insurance Corporation, Washington, D. C.
New York State Banking Department, Albany, New York
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
2. Affiliations with the Obligor
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
3,4,5,6,7,8,9,10,11,12,13,14 and 15.
The Triton Energy Corporation and Triton Energy Limited is currently not
in default under any of its outstanding securities for which United
States Trust Company of New York is Trustee. Accordingly, responses to
Items 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15 of Form T-1 are not
required under General Instruction B.
16. List of Exhibits
T-1.1 -- Organization Certificate, as amended, issued by the State
of New York Banking Department to transact business as a
Trust Company, is incorporated by reference to Exhibit T-
1.1 to Form T-1 filed on September 15, 1995 with the
Commission pursuant to the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990
(Registration No.
33-97056).
T-1.2 -- Included in Exhibit T-1.1.
T-1.3 -- Included in Exhibit T-1.1.
T-1.4 -- The By-Laws of United States Trust Company of New York,
as amended, is incorporated by reference to Exhibit T-1.4
to Form T-1 filed on September 15, 1995 with the
Commission pursuant to the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990
(Registration No.
33-97056).
T-1.6 -- The consent of the trustee required by Section 321(b) of
the Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990.
T-1.7 -- A copy of the latest report of condition of the trustee
pursuant to law or the requirements of its supervising or
examining authority.
NOTE
As of January 27, 1997, the trustee had 2,999,020 shares of Common Stock
outstanding, all of which are owned by its parent company, U. S. Trust
Corporation. The term "trustee" in Item 2, refers to each of United
States Trust Company of New York and its parent company, U. S. Trust
Corporation.
In answering Item 2 in this statement of eligibility, as to matters
peculiarly within the knowledge of the obligor or its directors, the
trustee has relied upon information furnished to it by the obligor and
will rely on information to be furnished by the obligor and the trustee
disclaims responsibility for the accuracy or completeness of such
information.
_____________________
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, United States Trust Company of New York, a corporation
organized and existing under the laws of the State of New York, has duly
caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of New York, and
State of New York, on the 27th day of January, 1997.
UNITED STATES TRUST COMPANY OF
NEW YORK, Trustee
By: /s/ Gerard F. Ganey
Gerard F. Ganey
Senior Vice President
EXHIBIT T-1.7
UNITED STATES TRUST COMPANY OF NEW YORK
CONSOLIDATED STATEMENT OF CONDITION
SEPTEMBER 30, 1996
(IN THOUSANDS)
ASSETS
Cash and Due from Banks . . . . . . . . . . . . . . . . $ 38,257
Short-Term Investments . . . . . . . . . . . . . . . . 82,377
Securities, Available for Sale . . . . . . . . . . . . 861,975
Loans . . . . . . . . . . . . . . . . . . . . . . . . . 1,404,930
Less: Allowance for Credit Losses 13,048
Net Loans . . . . . . . . . . . . . . . . . . . . . 1,391,882
Premises and Equipment . . . . . . . . . . . . . . . . 60,012
Other Assets . . . . . . . . . . . . . . . . . . . . . 133,673
Total Assets . . . . . . . . . . . . . . . . . . . $2,568,176
LIABILITIES
Deposits:
Non-Interest Bearing . . . . . . . . . . . . . . . $ 466,849
Interest Bearing . . . . . . . . . . . . . . . . . 1,433,894
Total Deposits . . . . . . . . . . . . . . 1,900,743
Short-Term Credit Facilities . . . . . . . . . . . . . 369,045
Accounts Payable and Accrued Liabilities . . . . . . . 143,604
Total Liabilities . . . . . . . . . . . . . . . . . $2,413,392
STOCKHOLDER'S EQUITY
Common Stock . . . . . . . . . . . . . . . . . . . . . 14,995
Capital Surplus . . . . . . . . . . . . . . . . . . . . 42,394
Retained Earnings . . . . . . . . . . . . . . . . . . . 98,402
Unrealized Gains (Losses) on Securities Available for
Sale, Net of Taxes . . . . . . . . . . . . . . . . . . (1,007)
Total Stockholder's Equity . . . . . . . . . . . . . . 154,784
Total Liabilities and Stockholder's Equity . . . . $2,568,176
Exhibit T-1.6
The consent of the trustee required by Section 321(b) of the Act.
United States Trust Company of New York
114 West 47th Street
New York, NY 10036
September 1, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Gentlemen:
Pursuant to the provisions of Section 321(b) of the Trust Indenture Act of
1939, as amended by the Trust Indenture Reform Act of 1990, and subject to
the limitations set forth therein, United States Trust Company of New York
("U.S. Trust") hereby consents that reports of examinations of U.S. Trust by
Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.
Very truly yours,
UNITED STATES TRUST COMPANY
OF NEW YORK
By: S/Gerard F. Ganey
Senior Vice President