Exhibit 4.1


                             THE COMPANIES LAW

                         COMPANY LIMITED BY SHARES

                         MEMORANDUM OF ASSOCIATION

                                     OF

                           TRITON ENERGY LIMITED

                      (ADOPTED BY SPECIAL RESOLUTION OF
                    THE MEMBERS EFFECTIVE MARCH 25, 1996)


          (a)    The  name  of  the  company  is  Triton  Energy  Limited (the
"Company").

        (b)    The Registered Office of the Company shall be situated at the
offices  of  Caledonian  Bank & Trust Limited, Ground Floor, Caledonian House,
Mary  Street, P. 0. Box 1043, George Town, Grand Cayman, Cayman Islands, or at
such other place as the Board of Directors may from time to time determine.

          (c)    The  objects  for  which  the  Company  is  established  are
unrestricted  and the Company shall have full power and authority to carry out
any  objective  not  prohibited  by any law as provided by Section 6(4) of the
Companies Law (1995 Revision).

          (d)    Except  as  prohibited  or limited by the Companies Law (1995
Revision),  the  Company  shall have full power and authority to carry out any
object  and  shall  have  and be capable of from time to time and at all times
exercising  any  and  all  of  the  powers  at  any  time or from time to time
exercisable  by a natural person or body corporate in doing in any part of the
world  whether  as  principal, agent, contractor, or otherwise whatever may be
considered  by it necessary or desirable for the attainment of its objects and
whatever else may be considered by it as incidental or conducive thereto or
consequential thereof, including, but without  in  any way restricting the
generality of the foregoing, the power to make  any  alterations or amendments
to this Memorandum of Association and the Articles  of  Association of the
Company considered necessary or convenient in the  manner  set  out  in  the
Articles  of  Association  of  the Company all irrespective  of any question
of corporate benefit, and the power to do any of the  following  acts  or
things, viz: to pay all expenses of and incidental to the  promotion,
formation and incorporation of the Company; to sell, lease or dispose  of
any  property  of  the  Company;  to draw, make, accept, endorse,
discount,  execute  and issue promissory notes, debentures, bills of exchange,
bills of lading, warrants and other negotiable or transferable instruments; to
lend  money or other assets and to act as guarantors; to borrow or raise money
on  the  security  of  the  undertaking  or on all or any of the assets of the
Company  including  uncalled  capital or without security; to invest monies of
the  Company;  to  sell  the  undertaking of the Company for cash or any other
consideration;  to  distribute  assets in specie to members of the Company; to
carry  on  any trade or business and generally to do all acts and things which
may be conveniently or profitably or usefully acquired and dealt with, carried
on, executed or done by the Company.

          (e)  The liability of each member is limited to the amount from time
to time unpaid on such member's shares.

          (f)    The  share capital of the Company is U.S. $2,200,000, divided
into  200,000,000  Ordinary  Shares,  par  value  of U.S. $0.01 per share, and
20,000,000  other  Shares,  par  value  of  U.S. $0.01 per share, which may be
issued  in series, all of such shares with power for the Company insofar as is
permitted  by  law,  to  redeem,  call  or  purchase  any of its shares and to
increase or reduce the said capital subject to the provisions of the Companies
Law  (1995  Revision) and the Articles of Association and to issue any part of
its  capital,  whether original, redeemed, called or increased with or without
any  preference,  priority or special privilege or subject to any postponement
of  rights  or  to  any  conditions  or  restrictions  and  so that unless the
conditions  of  issue  shall otherwise expressly declare every issue of shares
whether  declared  to be ordinary, preference or otherwise shall be subject to
the powers hereinabove contained.

          (g)   The Company may exercise the power contained in Section 223 of
The  Companies  Law (1995 Revision) to deregister in the Cayman Islands and be
registered by way of continuation in some other jurisdiction.

          (h)  Nothing in the preceding sections shall be deemed to permit the
Company  to  carry  on  the  business of a Bank or Trust Company without being
licensed  in  that  behalf under the provisions of the Banks & Trust Companies
Law  (1995 Revision), or to carry on Insurance Business from within the Cayman
Islands  or  the  business of an Insurance Manager, Agent, Sub-agent or Broker
without  being  licensed  in that behalf under the provisions of the Insurance
Law (1995 Revision), or to carry on the business of Company Management without
being licensed in that behalf under the provisions of the Companies Management
Law (1996 Revision).

          (i)    The  Company  will  not  trade in the Cayman Islands with any
person,  firm  or company except in furtherance of the business of the Company
carried  on  outside the Cayman Islands; provided that nothing in this section
shall  be  construed  as  to  prevent  the  Company  effecting  and concluding
contracts  in  the Cayman Islands, and exercising in the Cayman Islands all of
its  powers  necessary  for the carrying on of its business outside the Cayman
Islands.