EXHIBIT 3.2








                         AMENDED AND RESTATED BYLAWS OF

                            TRITON ENERGY CORPORATION

                               A Texas Corporation


                         AMENDED AND RESTATED BYLAWS OF
                            TRITON ENERGY CORPORATION
                                TABLE OF CONTENTS

                                                                            PAGE
ARTICLE I    OFFICES

  Section  1.   Principal Office and Registered Agent                          1
  Section  2.   Other  Offices                                                 1

ARTICLE II   MEETINGS OF SHAREHOLDERS

  Section  1.   Meetings                                                       1
  Section  2.   Annual Meetings                                                2
  Section  3.   Special  Meetings                                              2
  Section  4.   Voting List                                                    2
  Section  5.   Notice of Shareholders Meetings                                3
  Section  6.   Fixing Record Date                                             3
  Section  7.   Quorum                                                         5
  Section  8.   Voting  Shares                                                 5
  Section  9.   Written  Consents                                              6

ARTICLE III   DIRECTORS

  Section  1.   Board of Directors                                             7
  Section  2.   Number of Directors                                            7
  Section  3.   Nomination of Directors                                        7
  Section  4.   Vacancies and Newly Created Directorships                      9
  Section  5.   Removal of Directors                                          10
  Section  6.   Meetings                                                      11
  Section  7.   First  Meeting                                                11
  Section  8.   Regular  Meetings                                             11
  Section  9.   Special  Meetings                                             11
  Section 10.  Quorum; Majority Vote                                          12
  Section 11.  Consent of Directors                                           12
  Section 12.  Telephonic  Meeting                                            13
  Section 13.  Committees of Directors                                        13
  Section 14.  Compensation of Directors                                      14
  Section 15.  Resignation                                                    15
  Section 16.  Liability of Directors                                         15
  Section 17.  Indemnification                                                16



                                                                            PAGE

ARTICLE IV   NOTICES

  Section  1.   Method of Notice                                             17
  Section  2.   Waiver of Notice                                             18

ARTICLE V     OFFICERS

  Section  1.   Officers                                                      18
  Section  2.   Election                                                      19
  Section  3.   Compensation                                                  20
  Section  4.   Term; Removal; Resignation; Vacancies                         20
  Section  5.   The Chairman of the Board                                     21
  Section  6.   Chief Executive Officer                                       21
  Section  7.   The President                                                 21
  Section  8.   Vice Presidents                                               23
  Section  9.   Secretary and Assistant Secretaries                           23
  Section 10.   Treasurer and Assistant Treasurers                            24

ARTICLE  VI   CERTIFICATES AND SHAREHOLDERS

  Section  1.   Certificates of Shares                                        26
  Section  2.   Lost Certificates                                             29
  Section  3.   Transfers of Shares                                           29
  Section  4.   Registered Shareholders                                       30

ARTICLE VII    GENERAL PROVISIONS

  Section  1.   Dividends                                                     30
  Section  2.   Reserves.                                                     30
  Section  3.   Annual Statement                                              31
  Section  4.   Checks                                                        31
  Section  5.   Fiscal Year                                                   31
  Section  6.   Seal                                                          31
  Section  7.   Contracts                                                     32
  Section  8.   Deposits                                                      32
  Section  9.   Books and Records                                             32

ARTICLE  VIII  BYLAWS

  Section  1. Amendments                                                      33
  Section  2. Construction                                                    33
  Section  3. Table of Contents; Headings                                     33



                           AMENDED AND RESTATED BYLAWS
                          OF TRITON ENERGY CORPORATION


                                    ARTICLE I


                                     OFFICES
                                     -------

     SECTION 1.     PRINCIPAL OFFICE AND REGISTERED AGENT. The principal office
and registered agent of the Corporation shall be as designated from time to time
by the appropriate filing by the Corporation with the Office of the Secretary of
State of the State of Texas.

     SECTION 2.     OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Texas as the Board of
Directors may from time to time determine or the business of the Corporation may
require or as may be desirable.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS
                            ------------------------

     SECTION 1.     MEETINGS. All meetings of the shareholders for the election
of directors shall be held in the City of Dallas, State of Texas, at such place
as may be fixed from time to time by the Board of Directors; at least ten (10)
days' notice shall be given to the shareholders of the place so fixed. Meetings
of shareholders for any other purpose may be held at such time and place, within
or without the State of Texas, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.

     SECTION 2.     ANNUAL MEETINGS. Annual meetings of shareholders shall be
held each year at such date and time as set by the Board of Directors and stated
in the notice of




meeting, at which they shall elect by a plurality vote a class of Directors of
the Board of Directors, and transact such other business as may properly be
brought before the meeting.

     SECTION 3.     SPECIAL MEETINGS. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the President and shall be called by
the President or Secretary at the request in writing of a majority of the Board
of Directors or at the request in writing of shareholders owning at least ten
percent (10%) of all shares of stock entitled to vote at such meeting. Such
request shall state the purpose or purposes of the proposed meeting. Business
transacted at any special meeting of shareholders shall be limited to the
purposes stated in the notice.

     SECTION 4.     VOTING LIST. The officer who has charge of the stock ledger
of the Corporation shall prepare and make, at least ten (10) days before every
election of directors, a complete list of the shareholders entitled to vote at
said election, arranged in alphabetical order with the residence of and the
number of voting shares held by each. Such list shall be open at the place where
said election is to be held for ten  (10) days, to the examination of any
shareholder, and shall be produced and kept at the time and place of election
during the whole time thereof, and subject to the inspection of any shareholder
who may be present. The original stock ledger or transfer book, or a duplicate
thereof, shall be prima facie evidence as to who are the shareholders entitled
to examine such list or share ledger or transfer book or to vote at any meeting
of the shareholders.

     SECTION 5.     NOTICE OF SHAREHOLDERS MEETINGS. Written or printed notice
stating the place, day and hour of each meeting of shareholders, and in case of
a special meeting, the purpose or purposes for which it is called, shall be
delivered not less than ten (10) nor more


                                     Page 2




than sixty (60) days before the date of the meeting, either personally or by
mail, by or at the direction of the President, the Secretary, or the officer or
person calling the meeting, to each shareholder of record entitled to vote at
such meeting. If mailed, notice shall be deemed given when deposited in the
United States mail, postage prepaid, directed to the shareholder at his address
as it appears on the stock transfer records of the Corporation.

     SECTION 6.     FIXING RECORD DATE. For the purpose of determining
shareholders entitled to notice of, or to vote at, any meeting of shareholders,
or entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board of
Directors may provide that the stock transfer books shall be closed for a stated
period but not to exceed, in any case, sixty (60) days. If the stock transfer
books shall be closed for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such books shall be closed
for at least ten (10) days immediately preceding such meeting. In lieu of
closing the stock transfer books, the Board of Directors may f ix in advance a
date as a record date for the determination of shareholders, such date not to be
more than sixty (60) days and, in the case of a meeting of shareholders, not
less than ten (10) days prior to the date on which the particular action
requiring such determination of shareholders is to be taken. If the stock
transfer books are not closed and no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the Board
of Directors declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of shareholders. when a determination of
shareholders entitled to vote at any meeting of shareholders has been made, such
determination


                                     Page 3



shall be applied to any adjournment thereof except when the determination has
been made through the closing of the stock transfer books-and the stated period
of closing has expired.

     SECTION 7.     QUORUM. Except as otherwise provided by law or by the
Articles of Incorporation in respect of the vote required for a specified
action, at any meeting of shareholders the holders of a majority of the
outstanding shares entitled to vote thereat, either present or represented by
proxy, shall constitute a quorum necessary for the transaction of any business,
but the shareholders present, although less than a quorum, may adjourn the
meeting to another time or place and notice need not be given of the adjourned
meeting, The shareholders present at a duly constituted meeting may continue to
transact business until adjournment, despite the withdrawal of enough
shareholders to leave less than a quorum.

     SECTION 8.     VOTING SHARES. Whenever directors are to be elected at a
meeting, they shall be elected by a plurality of the votes cast in person or by
proxy at the meeting by the holders of shares entitled to vote. Whenever any
corporate action, other than the election of directors, is to be taken by vote
of shareholders at a meeting, it shall, except as otherwise required by law or
by the Articles of Incorporation or these Bylaws, be authorized by a majority of
the votes cast at the meeting in person or by proxy by the holders of shares
entitled to vote thereon.

     Each outstanding share, regardless of class, shall be entitled to one vote
on each matter submitted to a vote at a meeting of shareholders, except as
otherwise provided by law or by the Articles of Incorporation or by these
Bylaws. At any meeting of shareholders, a shareholder having the right to vote
may vote either in person or by proxy executed in writing by the shareholder or
by his duly authorized attorney-in-fact. No proxy shall be valid after eleven
(11) months from the date of its execution, unless otherwise provided in the
proxy. Each proxy shall be


                                     Page 4



revocable unless conspicuously stated therein to be irrevocable and unless the
proxy is coupled with an interest.

     Any vote may be taken by voice or show of hands unless a shareholder
entitled to vote, either in person or by proxy, objects, in which case written
ballots shall be used.

     Treasury shares, shares of the Corporation's own stock owned by another
corporation (the majority of the shares of which is owned or controlled by the
Corporation) and shares of the Corporation's own stock held by a corporation in
a fiduciary capacity shall not be voted (directly or indirectly) at any meeting
and shall not be counted in determining the total number of outstanding shares
at any given time.

     SECTION 9.     WRITTEN CONSENTS. Any action required to be taken at any
annual or special meeting of shareholders, or any action which may be taken at
any annual or special meeting of shareholders, may be taken without a meeting,
without prior notice, and without a vote, if a consent in writing, setting forth
the action so taken, shall have been signed by the holder or holders of all the
shares entitled to vote with respect to the action that is the subject of the
consent.



                                   ARTICLE III

                                    DIRECTORS

     SECTION 1.     BOARD OF DIRECTORS. The business and affairs of the
Corporation shall be managed by its Board of Directors, which may exercise all
such powers of the Corporation and do all such lawful acts and things as are not
by statute or by the Articles of


                                     Page 5



Incorporation or by these Bylaws directed or required to be exercised or done by
the shareholders.

     SECTION 2.     NUMBER OF DIRECTORS. The number of Directors which shall
constitute the whole Board shall be not less than three (3) nor more than
fifteen (15). Thereafter, within the limits above specified, the number of
Directors shall be determined by resolution passed by a majority of the whole
Board of Directors, except that no decrease shall shorten the term of any
incumbent director.

     The Directors shall be elected at the Annual Meeting of the Shareholders,
except as provided in Section 4 of this Article, and each Director elected shall
be classified as Class I, Class II or Class III and hold office according to the
tenure assigned to the respective Class or until his successor is elected and
qualified. Directors need not be shareholders.

     SECTION 3.     NOMINATION OF DIRECTORS. Subject to the rights of holders of
any class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation, nominations for the election of directors may be
made by the Board of Directors or a proxy committee appointed by the Board of
Directors or by any shareholder entitled to vote in the election of directors
generally. However, any shareholder entitled to vote in the election of
directors generally may nominate one or more persons for election as directors
at a meeting only if written notice of such shareholder's intent to make such
nomination or nominations has been given, either by personal delivery or by
United States mail, postage prepaid, to the Secretary of the Corporation not
later than (i) with respect to an election to be held at an annual meeting of
shareholders, ninety (90) days in advance of such meeting, and (ii) with respect
to an election to be held at a special- meeting of shareholders for the election
of directors, the close of business on


                                     Page 6



the seventh day following the date on which notice of such meeting is first
given to shareholders. Each such notice shall set forth: (a) the name and
address of the shareholder who intends to make the nomination and of the person
or persons to be nominated; (b) a representation that the shareholder is a
holder of record of shares of the Corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (c) a description of all arrangements
or understandings between the shareholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder; (d) such other information
regarding each nominee proposed by such shareholder as would have been required
to be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had the nominee been nominated, or intended
to be nominated, by the Board of Directors; and (e) the consent of each nominee
to serve as a director of the Corporation if so elected. The chairman of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.

     SECTION 4.     VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Vacancies
occurring on the Board of Directors may be filled by a majority of the remaining
directors, though less than a quorum. A director elected to fill the vacancy
shall be elected for the unexpired term of his predecessor in office.

     The number of directors may be increased or decreased from time to time as
provided in these Bylaws, but no decrease shall have the effect of shortening
the term of any incumbent director. Any directorship to be filled by reason of
any increase in the number of directors may be filled by election at an annual
or special meeting of shareholders called for that purpose, or by the


                                     Page 7




Board of Directors for a term of office continuing only until the next election
of one or more directors by the shareholders, provided that the Board of
Directors may not fill more than two (2) such directorships during the period
between any two (2) successive annual meetings of shareholders.

     Notwithstanding the foregoing, whenever the holders of any class or series
of shares of stock of the Corporation are entitled to elect one or more
directors by the provisions of the Articles of Incorporation, any vacancies in
such directorships and any newly created directorships of such class or series
to be filled by reason of an increase in the number of such directors may be
filled by the affirmative vote of a majority of the directors elected by such
class or series then in off ice or by a sole remaining director so elected, or
by the vote of the holders of the outstanding shares of such class or series,
and such directorships shall not in any case be filled by the vote of the
remaining directors or the holders of the outstanding shares as a whole unless
otherwise provided in the Articles of Incorporation.

     SECTION 5.     REMOVAL OF DIRECTORS. Except to the extent limited by law,
the Articles of Incorporation of these Bylaws, any director, any class of
directors, or the entire Board of Directors may be removed from office as a
director at any time, but only for cause, by the affirmative vote at a duly
called meeting of shareholders of at least 80% of the votes which all
shareholders would be entitled to cast at an annual election of directors. If
the Articles of Incorporation should be amended so as to permit cumulative
voting or if cumulative voting shall otherwise become effective as to the
Corporation and if less than the entire Board of Directors is to be removed, any
one of the directors may not be removed if the votes cast against his removal


                                     Page 8




would be sufficient to elect him if then cumulatively voted at an election of
the entire Board of Directors.

     SECTION 6.     MEETINGS. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of Texas.

     SECTION 7.     FIRST MEETING. The first meeting of the Board of Directors
containing a newly elected class of directors shall be held without further
notice immediately following the annual meeting of shareholders, and at the same
place, unless by the unanimous consent of the directors then elected and
serving, such time or place shall be changed.

     SECTION 8.     REGULAR MEETINGS. Regular meetings of the Board if Directors
may be held without notice at such time and at such place as shall from time to
time be determined by the Board of Directors.

     SECTION 9.     SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the President on twenty-four (24) hours' notice to each
director, either personally, by mail or by telegram; special meetings shall be
called by the,President or Secretary in like manner and on like notice on the
written request of two (2) directors. Unless otherwise required by law, the
Articles of Incorporation or these Bylaws, neither the business to be transacted
at, nor the purpose of, any special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.

     Attendance of a director at any meeting shall constitute a waiver of notice
of such meeting, except when a director attends for the express purpose of
objecting to the transaction of any business on the ground that the meeting is
not lawfully called or convened.


                                     Page 9



     SECTION 10.    QUORUM; MAJORITY VOTE. At all meetings of the Board of
Directors, a majority of the number of directors shall constitute a quorum for
the transaction of business and the act of a majority of the directors present
at any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute, the
Articles of Incorporation or these Bylaws. If a quorum shall not be present at
any meeting of the Board of Directors, the directors present may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

     SECTION 11.    CONSENT OF DIRECTORS. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
7,e taken without a meeting if all members of the Board or the committee, as the
case may be, consent thereto in writing, setting forth the action so taken. Such
consent shall have the same force and effect as a unanimous vote at a meeting.
The consent may be in more than one counterpart so long as each director signs
one of the counterparts.

     SECTION 12.    TELEPHONIC MEETING. Unless otherwise restricted by the
Articles of incorporation, subject to the provisions required or permitted by
law and these Bylaws for notice of meetings, members of the Board of Directors,
or any committee designated by the Board of Directors, may participate in and
hold a meeting of the Board of Directors, or such committee, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other. Participation in such
a meeting shall constitute presence in person at the meeting except when a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.


                                     Page 10




     SECTION 13.    COMMITTEES OF DIRECTORS. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. Except as limited by law, the Articles of Incorporation, these
Bylaws or the resolution establishing such committee, each committee shall have
and may exercise all of the authority of the Board of Directors as the Board of
Directors may determine and specify in the respective resolutions appointing
each such committee. A majority of all of the members of any such committee may
fix the time and place of its meetings, unless the Board of Directors shall
otherwise provide, and meetings of any committee may be held upon such notice,
or without notice, as shall from time to time be determined by the members of
any such committee. At all meetings of any committee a majority of its members
(or the member, if only one) shall constitute a quorum for the transaction of
business, and the act of a majority of the members present shall be the act of
any such committee, unless otherwise specifically provided by law, the Articles
of Incorporation, the Bylaws or the resolution establishing such committee. The
committees shall keep regular minutes of their proceedings and report the same
to the Board of Directors when required. The Board of Directors shall have power
at any time to change the number, subject as aforesaid, and members of any such
committee, to fill vacancies and to discharge any such committee. Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the Board of Directors.

     SECTION 14.    COMPENSATION OF DIRECTORS. By resolution of the Board of
Directors, the directors may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of


                                     Page 11




Directors or a stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be allowed
like compensation for attending committee meetings.

     SECTION 15.    RESIGNATION. Any director may resign  at  anytime by written
notice to the Corporation. Any such resignation shall take effect at the date of
receipt of such notice or at such other time as may be specified therein, and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective. Any director who does not, for any reason
whatsoever, stand for election at any meeting of shareholders called for such
purpose shall be conclusively deemed to have resigned, effective as of the date
of such meeting, for all purposes, and the Corporation need not receive any
written notice to evidence such resignation.

     SECTION 16.    LIABILITY OF DIRECTORS. To the fullest extent permitted by
the Texas Miscellaneous Corporation Laws, the Texas Business Corporation Act,
and any other applicable law, as they now exist or may hereafter be amended, a
director of the Corporation shall not be liable to the Corporation or its
shareholders for monetary damages for an act or omission in such director's
capacity as a director of this Corporation.  Any repeal or modification of this
section shall be prospective only and shall not adversely affect any limitation
on the personal liability of a director of the Corporation existing at the time
of such repeal or modification.

     Section 17.    INDEMNIFICATION. The Corporation shall indemnify and advance
expenses to any person who (i) is or was a director, officer, employee or agent
of the Corporation or (ii) serves or has served at the request of the
Corporation as a director, officer, partner, venturer, proprietor, trustee,
employee, agent or similar functionary of another foreign or



                                     Page 12




domestic corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan, or other enterprise, to the fullest extent that a
corporation may or is required to grant indemnification or advance expenses to a
director under the Texas Business Corporation Act; notwithstanding the
foregoing, however, the Corporation may indemnify and advance expenses to an
officer, employee or agent, or any person who is identified in (ii) of the first
clause of this paragraph and who is not a director, to such further extent,
consistent with law, as may be provided by the Corporation's Articles of
Incorporation, these Bylaws, general or specific action of the Board of
Directors, or by contract, or as otherwise permitted or required by common law.

     The Corporation may purchase and maintain insurance, and/or provide for any
other arrangement or arrangements (including, but not limited to, creation of a
trust fund, establishment of any form of self-insurance securing its indemnity
obligation by grant of a security interest or other lien on the assets of the
Corporation, or the establishment of a letter of credit, guaranty, or surety
arrangement), at the Corporation's expense, on behalf of any such director,
officer, employee, agent or person as specified in this Article III, against any
liability asserted against him and incurred by him in such capacity or arising
out of his status as such person, whether or not the Corporation would have the
power to indemnify him against such liability under the Texas Business
Corporation Act; provided that if the insurance or other arrangement is with a
person or entity that is not regularly engaged in the business of providing
insurance coverage, the insurance or arrangement may provide for payment of a
liability with respect to which the Corporation would not have the power to
indemnify the person only if including coverage for any such additional
liability has been approved by the shareholders of the Corporation.


                                     Page 13



                                   ARTICLE IV

                                     NOTICES
                                     -------

     SECTION 1.     METHOD OF NOTICE. Whenever by law, the Articles of
Incorporation, or these Bylaws, notice is required to be given to any committee
member, director, or shareholder, it shall not be construed to mean personal
notice, but any such notice may be given (a) in writing, by mail, postage
prepaid, addressed to such member, director or shareholder at his address as it
appears on the records of the Corporation, or (b) by any other method permitted
by law (including, but not limited to, telegram and, in the case of directors,
by telephone). Any notice required or permitted to be given by mail shall be
deemed to be delivered and given at the time when the same is deposited in the
United States mail as aforesaid. Any notice required or permitted to be given by
telegram shall be deemed to be delivered and given at the time transmitted with
all charges prepaid and addressed as aforesaid.

     SECTION 2.     WAIVER OF NOTICE. Whenever any notice is required to be
given under the provisions of law, the Articles of Incorporation or these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.


                                     Page 14




                                    ARTICLE V

                                    OFFICERS
                                    --------

     SECTION 1.     OFFICERS. The officers of the Corporation shall be chosen by
the Board of Directors and may include a Chairman of the Board and/or a Chief
Executive Officer, and shall include a President, a Vice President, a Secretary
and a Treasurer. The Board of Directors may also choose additional Vice
Presidents, and one or more Assistant Secretaries and Assistant Treasurers. Two
or more offices may be held by the same person. No officer shall execute,
acknowledge, verify or countersign any instrument on behalf of the Corporation
in more than one capacity, if such instrument is required by law, the Articles
of Incorporation, these Bylaws or any act of the Corporation to be executed,
acknowledged, verified or countersigned by two (2) or more officers. None of the
officers need be a director or a shareholder of the Corporation.

     SECTION    2.  ELECTION. Without limiting the right of the Board of
Directors to choose officers of the Corporation at any time when vacancies occur
or when the number of officers is increased, the Board of Directors, at its
first meeting after each annual meeting of shareholders or as soon thereafter as
conveniently practicable, shall choose a President from among the directors, and
shall choose one or more Vice Presidents, a Secretary and a Treasurer, none of
whom need be a member of the Board. The Board of Directors may appoint such
other officers to time by the Board and agents as it shall deem necessary and
such persons shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time.

     SECTION 3.     COMPENSATION. The compensation of all officers and agents of
the Corporation shall be fixed from time to time by the Board of Directors or
pursuant to its


                                     Page 15





direction. No officer shall be prevented from receiving such compensation by
reason of his also being a director.

     SECTION 4.     TERM; REMOVAL, RESIGNATION; VACANCIES. The officers of the
Corporation shall hold office until their successors are elected or appointed
and qualified, or until their earlier death, resignation, retirement,
disqualification or removal - Any officer or agent elected or appointed by the
Board of Directors may be removed at any time with or without cause by the
affirmative vote of a majority of the Board of Directors whenever, in its
judgment, the best interests of the Corporation shall be served thereby, but any
such removal shall be without prejudice to the contractual rights, if any, of
the person so removed. Any officer may resign at any time by giving written
notice to the Corporation. Any such resignation shall take effect at the date of
the receipt of such notice or at such other time specified therein, and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. Election or appointment of an officer or agent
shall not of itself create contract rights. Any vacancy occurring in any office
of the Corporation may be filled by the Board of Directors for the unexpired
portion of the term.

     SECTION 5.     THE CHAIRMAN OF THE BOARD. The Chairman of the Board (if one
be elected and serving) shall preside at all meetings of the Board at which he
may be present and shall perform such other duties as may be assigned to him by
the Board. He shall preside at all meetings of the shareholders and Board of
Directors unless he shall be absent or unless he shall, at his option, designate
the President to preside in his stead at some particular meeting.

     SECTION 6.     CHIEF EXECUTIVE OFFICER. The Chief Executive Officer (if one
be elected and serving) shall be the ranking and chief executive officer of the
Corporation. As such,


                                     Page 16




he shall have, subject only to the Board, general and active management and
supervisory powers over the business and affairs of the Corporation and shall
see that all orders and resolutions of the Board are carried into effect. The
Chief Executive Officer shall have all of the powers granted by the Bylaws to
the President, including the power to make and sign contracts and agreements in
the name and on behalf of the Corporation. He shall also, in general, have
supervisory powers over the President, the other officers, the executive
committees, and the business activities of the Corporation, subject to the
approval or review of the Board of Directors.

     SECTION 7.     THE PRESIDENT. The President shall be the chief
administrative officer of the Corporation. The President may preside at meetings
of the Board of Directors and of the shareholders and he shall have power to
call special meetings of the shareholders and the directors for any purpose or
purposes, appoint and discharge, subject to the approval or review by the Chief
Executive Officer and the Board of Directors, employees and agents of the
Corporation and fix their compensation, make and sign contracts and agreements
in the name and on behalf of the Corporation and shall be  officio a member of
all standing committees. The President shall put into operation such business
policies of the Corporation as shall be decided upon by the Board and
communicated to the President by the Chief Executive or otherwise. The President
shall, if there is no Chief Executive Officer, or in the absence or disability
of the Chief Executive Officer, be the chief executive officer of the
Corporation, and perform the duties and exercise the powers of the Chief
Executive Officer. He shall see that the books, reports, statements and
certificates required by the statutes under which the Corporation is organized
or any other laws applicable thereto are properly kept, made and filed according
to law; and he shall generally do and perform all acts incident to the office of
the President or which are authorized or required by law. The


                                     Page 17




President shall perform such other duties as from time to time may be assigned
to him by the Board of Directors or the Chief Executive Officer of the
Corporation.

     SECTION 8.     VICE PRESIDENTS. The Vice Presidents in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President. They shall perform such other duties and have such
other powers as the Board of Directors or the Chief Executive Officer may from
time to time prescribe.

     SECTION 9. SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall attend
all meetings of the Board of Directors and all meetings of the shareholders and
record all the proceedings of the meetings of the Corporation and of the Board
of Directors in a book to be kept for that purpose and shall perform like duties
for any committees when required. The Secretary shall give, or cause to be
given, notice of all meetings of the shareholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or the Chief Executive Officer, under whose supervision
the Secretary shall be. The Secretary shall keep in safe custody the seal of the
Corporation and, when authorized by the Board of Directors, affix the same to
any instrument requiring it and, when so affixed, it shall be attested by
signature or by the signature of the Treasurer or an Assistant Secretary. The
Secretary also shall perform such other duties and have such other powers as may
be permitted by law or as the Board of Directors or the Chief Executive Officer
may from time to time prescribe or authorize.

     The Assistant Secretaries in the order of their seniority, unless otherwise
determined by the Board of Directors or the Chief Executive Officer, shall, in
the absence or disability of the



                                     Page 18




Secretary, perform the duties and exercise the powers of the Secretary. They
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe. In the absence of the Secretary or an
Assistant Secretary, the minutes of all meetings of the Board of Directors and
of shareholders shall be recorded by such person as shall be designated by the
Board of Directors.

     SECTION 10.    TREASURER AND ASSISTANT TREASURERS. If a Treasurer is
designated as an officer of the Corporation by the Board of Directors, the
Treasurer shall have the custody of the corporate funds and securities and shall
keep, or cause to be kept, full and accurate accounts and records of receipts
and disbursements and other transactions in books belonging to the Corporation
and shall deposit, or see to the deposit of, all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors. The Treasurer shall: (a) endorse or
cause to be endorsed in the name of the Corporation for collection the bills,
notes, checks or other negotiable instruments received by the Corporation; (b)
sign or cause to be signed all checks issued by the Corporation; and (c) pay out
or cause to be paid out money as the Corporation may require, taking vouchers
therefor. In addition, he shall perform such other duties as may be permitted by
law or as the Board of Directors or the Chief Executive Officer may from time to
time prescribe, authorize or delegate. The Board of Directors may by resolution
delegate, with or without power to re-delegate, any or all of the foregoing
duties of the Treasurer to other officers, employees or agents of the
Corporation, and provide that other officers, employees and agents shall have
the power to sign checks, vouchers, orders or other instruments on behalf of the
Corporation. The Treasurer shall render the Chief Executive Officer and the
Board of Directors, whenever they may require it, an


                                     Page 19




account of his transactions as Treasurer and of the financial condition of the
Corporation. If required by the Board of Directors, he shall give the
Corporation a bond of such type, character and amount as the Board of Directors
may require.

     If a Treasurer is not designated as an officer of the Corporation, the
functions of the Treasurer shall be performed by the Chief Executive Officer,
the President, the Secretary or such other officer or officers of the
Corporation as shall be designated by the Board of Directors at any time or from
time to time.

     The Assistant Treasurers in the order of their seniority, unless otherwise
determined by the Board of Directors or the Chief Executive Officer, shall, in
the absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties and have such other
powers as may be permitted by law or as the Board of Directors or the Chief
Executive Officer may from time to time prescribe, authorize or delegate. If
required by the Board of Directors, the Assistant Treasurers shall give the
Corporation a bond of such type, character and amount as the Board of Directors
may require.




                                   ARTICLE VI

                          CERTIFICATES AND SHAREHOLDERS
                          -----------------------------

     SECTION 1.     CERTIFICATES OF SHARES. Every holder of shares in the
Corporation shall be entitled to have a certificate signed by, or in the name of
the Corporation by, the President or a Vice President and the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, certifying the number of shares owned by him in the Corporation.
Such certificates shall be numbered and shall be entered in the books of the
Corporation as they


                                     Page 20



are issued where a certificate is signed (1) by a transfer agent or an assistant
transfer agent or (2) by a transfer clerk acting on behalf of the Corporation
and a registrar, the signatures of any such President, Vice President,
Treasurer, Assistant Treasurer, Secretary or Assistant Secretary may be
facsimiles. In case any officer or officers who have signed, or whose facsimile
signature or signatures have been used on, any such certificate or certificates
shall cease to be such officer or officers of the Corporation, whether because
of death, resignation or otherwise, before such certificate or certificates have
been delivered by the Corporation, such certificate or certificates may
nevertheless be adopted by the Corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates or whose
facsimile signature or signatures have been used thereon had not ceased to be
such officer or officers of the Corporation. Certificates for shares shall be in
such form as shall be in conformity to law or as may be prescribed from time to
time by the Board of Directors.

     In the event the Corporation is authorized to issue shares of more than one
class, each certificate representing shares issued by the Corporation (1) shall
conspicuously set forth on the face or back of the certificate a full statement
of (a) all of the designations, preferences, limitations and relative rights of
the shares of each class authorized to be issued and, (b) if the Corporation is
authorized to issue shares of any preferred or special class or series, the
variations in the relative rights and preferences of the shares of each such
series to the extent they have been fixed and determined and the authority of
the Board of Directors to f ix and determine the relative rights and preferences
of subsequent series; or (2) shall conspicuously state on the face or back of
the certificate that (a) such a statement is set forth in the Articles of
Incorporation on file in the office of the Secretary of State of the State of
Texas and (b) the Corporation will furnish a copy of such


                                     Page 21




statement to the record holder of the certificate without charge on written
request to the Corporation at its principal place of business or registered
office. Each certificate representing shares issued by the Corporation (A) shall
conspicuously set forth on the face or back of the certificate a full statement
of the limitation or denial of preemptive rights contained in the Articles of
Incorporation, or (B) shall conspicuously state on the face or back of the
certificate that (i) such a statement is set forth in the Articles of
Incorporation on file in the office of the Secretary of State of the State of
Texas and (ii) the Corporation will furnish a copy of such statement to the
record holder of the certificate without charge on request to the Corporation at
its principal place of business or registered office. All certificates
surrendered to the Corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number :of
shares shall have been surrendered and cancelled, except that in the cases of a
lost, stolen, destroyed or mutilated certificate a new one may be issued
therefor upon such terms and with such indemnity, if any, to the Corporation as
the Board of Directors may prescribe. Certificates shall not be issued
representing fractional shares of stock.

     SECTION 2.     LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim


                                     Page 22




that may be made against the Corporation with respect to the certificates
alleged to have been lost or destroyed.

     SECTION 3.     TRANSFERS OF SHARES. Upon surrender to the Corporation or
the transfer agent of the Corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, and otherwise meeting all legal requirements for transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Transfers of shares shall be made only on the books of the Corporation by the
registered holder thereof, or by such holder's attorney thereunto authorized by
power of attorney and filed with the Secretary of the Corporation or the
transfer agent.

     SECTION 4.     REGISTERED SHAREHOLDERS. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and shall not
be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other person, whether or not it shall have express
or other notice thereof, except as otherwise provided by Texas law.


                                   ARTICLE VII

                               GENERAL PROVISIONS
                               ------------------

     SECTION 1.     DIVIDENDS. Subject to the provisions of the Articles of
Incorporation, if any, and the restrictions imposed by applicable law, dividends
upon the outstanding shares of the Corporation may be declared by the Board of
Directors at any regular or special meeting. Dividends may be paid in cash, in
property, or in the Corporation's own shares, subject to law and any provisions
of the Articles of Incorporation.


                                     Page 23




     SECTION 2.     RESERVES. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the directors shall think conducive to the interests
of the Corporation, and the Board of Directors may modify or abolish any such
reserve in the manner in which it was created.

     SECTION 3.     ANNUAL STATEMENT. The Board of Directors shall present at
each annual meeting and when called by vote of the shareholders at any special
meeting of the shareholders, a full and clear statement of the business and
condition of the Corporation.

     SECTION 4.     CHECKS. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

     SECTION 5.     FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

     SECTION 6.     SEAL. The corporate seal shall have inscribed thereon the
'name of the Corporation, the year of its organization and the words "Triton
Energy Corporation."   The seal may be used by causing it or a facsimile thereof
to be impressed or affixed or in any manner reproduced.

     SECTION 7.     CONTRACTS. Subject to the provisions of Article V, the Board
of Directors may authorize any officer, officers, agent or agents to enter into
any contract or agreement of any nature whatsoever, including, without
limitation, any contract, deed, bond,


                                     Page 24




mortgage, guaranty, deed of trust, security agreement, pledge agreement, act of
pledge, collateral mortgage, collateral chattel mortgage or any other document
or instrument of any nature whatsoever, and to execute and deliver any such
contract, agreement, document or other instrument of any nature whatsoever for
and in the name of and on behalf of the Corporation, and such authority may be
general or confined to specific instances.

     SECTION 8.     DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.

     SECTION 9.     BOOKS AND RECORDS. The Corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its shareholders and Board of Directors and committees thereof, and shall
keep at its registered office or principal place of business, or at the office
of its transfer agent or registrar, a record of its shareholders, giving the
names and addresses of all shareholders and the number and class of the shares
held by each. Any books, records and minutes may be in written form or in any
other form capable of being converted into written form within a reasonable
time.

                                  ARTICLE VIII

                                     BYLAWS
                                     ------

     SECTION 1.     AMENDMENTS. These Bylaws may be altered, amended or repealed
and new Bylaws may be adopted by the shareholders by vote at a meeting or by
written consent without a meeting, or by a majority vote of the Board of
Directors in any regular or special meeting thereof.


                                     Page 25




     SECTION 2.      CONSTRUCTION. Whenever the context so requires, the
masculine shall include the feminine and neuter, and the singular shall include
the plural, and conversely. If any portion of these Bylaws shall be invalid or
inoperative, then, so far as is reasonable and possible:

        (a)    The remainder of these Bylaws shall be considered valid and
operative, and

        (b)    Effect shall be given to the intent manifested by the portion
held invalid or inoperative.

     SECTION 3.     TABLE OF CONTENTS; HEADINGS. The table of contents and
headings are for organization, convenience and clarity. In interpreting these
Bylaws, the table of contents and headings shall be subordinated in importance
to the written material.

     I, the undersigned, being the Secretary of Triton Energy Corporation, DO
HEREBY CERTIFY THAT the foregoing are the bylaws of said corporation, as adopted
by the board of directors of said corporation on the 23rd day of August 1994.




                                     Page 26