As filed with the Securities and Exchange Commission on May 16, 1997.
Registration No. ________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

TRITON ENERGY LIMITED
(Exact name of registrant as specified in its charter)

CAYMAN ISLANDS None
-------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

Caledonian House
Mary Street
P. O. Box 1043
George Town None
Grand Cayman, Cayman Islands -------------------
(Zip Code)
(Address of principal executive offices)

1997 SHARE COMPENSATION PLAN
(Full title of the plans)
Robert B. Holland, III
Triton Energy Corporation
6688 North Central Expressway
Suite 1400
Dallas, Texas 75206
(Name and address of agent for service)
(214) 691-5200
(Telephone number, including
area code, of agent for service)
___________________________

CALCULATION OF REGISTRATION FEE

Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share (1) Price (1) Registration Fee
- -------------------------------- ------------ -------------------- -------------------- -----------------
Ordinary Shares,

.01 par value per 1,000,000 $ 40.19 $ 40,190,000 $ 12,178.79
share
- --------------------------------

(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rules 457(c) and 457(h), the offering price and registration fee
are computed on the basis of the average of the high and low prices of the
Ordinary Shares, as reported by the New York Stock Exchange, on May 12, 1997.

Pursuant to Rule 429 of the Securities Act of 1933, as amended, the
Prospectus herein also relates to Ordinary Shares registered on Form S-8 (No.
333-08005) issuable pursuant to the Company's Second Amended and Restated 1992
Stock Option Plan and Amended and Restated 1985 Restricted Stock Plan and with
respect to which the requisite filing fee has previously been paid; Ordinary
Shares registered on Form S-8 (No. 33-27203) issuable pursuant to the
Company's 1989 Stock Option Plan and with respect to which the requisite
filing fee has previously been paid; Ordinary Shares registered on Form S-8
(No. 2-80978) issuable pursuant to the Company's 1981 Employee Nonqualified
Stock Option Plan and with respect to which the requisite filing fee has
previously been paid; Ordinary Shares registered on Form S-8 (No. 33-4042)
issuable pursuant to the Company's 1985 Stock Option Plan and Amended and
Restated Restricted Stock Plan and with respect to which the requisite filing
fee has previously been paid; and Ordinary Shares registered on Form S-8 (No.
33-51691) issuable pursuant to the Company's Amended and Restated 1992 Stock
Option Plan, Amended and Restated 1986 Convertible Debenture Plan and 401(k)
Savings Plan and with respect to which the requisite filing fee has previously
been paid.

PROSPECTUS
ORDINARY SHARES*

TRITON ENERGY LIMITED

This Prospectus has been prepared by Triton Energy Limited, a Cayman
Islands company (the "Company"), for use upon resale by certain directors and
executive officers of the Company (the "Selling Shareholders") of Ordinary
Shares, par value $0.01 per share ("Ordinary Shares"), of the Company. The
Selling Shareholders have acquired and/or may in the future acquire the
Ordinary Shares from the Company pursuant to the provisions of the Company's
1997 Share Compensation Plan, Second Amended and Restated 1992 Stock Option
Plan, Amended and Restated 1986 Convertible Debenture Plan, Amended and
Restated 1985 Restricted Stock Plan, 1989 Stock Option Plan, 1985 Stock Plan
and 401(k) Savings Plan (collectively referred to herein as the "Plans"),
including upon the exercise of options and the conversion of debentures
(collectively, "Options") granted to the Selling Shareholders pursuant to the
terms of certain of such Plans.

It is anticipated that the Selling Shareholders directly, through agents
designated from time to time, or through brokers, dealers or underwriters also
to be designated, may sell the Ordinary Shares from time to time on terms to
be determined at the time of sale. To the extent required, the specific
Ordinary Shares to be sold, purchase price, public offering price, names of
any such agent, broker, dealer or underwriter, and any applicable commission
or discount with respect to a particular offer will be set forth in an
accompanying Prospectus Supplement. See "Plan of Distribution." The Ordinary
Shares of the Company are traded on the New York Stock Exchange (the "NYSE")
under the symbol "OIL," and may be sold from time to time by the Selling
Shareholders either directly in private transactions, or through one or more
brokers or dealers on the NYSE, at such prices and upon such terms as may be
obtainable.

Upon any sale of the Ordinary Shares offered hereby, the Selling
Shareholders and participating agents, brokers or dealers may be deemed to be
underwriters as that term is defined in the Securities Act of 1933, as amended
(the "Securities Act"), and commissions or discounts or any profit realized on
the resale of such securities purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act. The Company
will not receive any of the proceeds from the sales by the Selling
Shareholders.

* This figure is an estimate. This Prospectus constitutes part of a
Registration Statement on Form S-8 (No. 333-_____), and constitutes an
amendment to Registration Statements on Form S-8 previously filed by Triton
Energy Corporation (Nos. 2-80978, 33-4042, 33-27203, 33-51691 and 333-08005),
which cover the issuance by the Company of the Ordinary Shares pursuant to the
terms of the Plans. This Prospectus covers the resale by the Selling
Shareholders of an indeterminate number of Ordinary Shares acquired or that
may be acquired by the Selling Shareholders under the Plans, including upon
the exercise or conversion of Options that have been or may be granted to the
Selling Shareholders pursuant to the Plans.
_________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is May __, 1997.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Reports,
proxy statements and other information filed by the Company with the
Commission can be inspected and copied at the public reference facilities
maintained by the Commission, 450 Fifth Street, N.W., Judiciary Plaza, Room
1024, Washington, D.C. 20549 and at the web site (http://www.sec.gov.)
maintained by the Commission, and the regional offices of the Commission at
the Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661, and 7 World Trade Center, New York, New York 10048. Copies of such
material can be obtained by mail from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Ordinary Shares of the Company are listed on the NYSE. Reports,
proxy statements and other information concerning the Company can also be
inspected and copied at the office of the NYSE at 20 Broad Street, New York,
New York 10005.

As permitted by the rules and regulations of the Commission, this
Prospectus omits certain information contained the Registration Statement on
Form S-8, as amended (the "Registration Statement"), of which this Prospectus
is a part. For further information with respect to the Company and the
Ordinary Shares offered hereby, reference is made to the Registration
Statement and the exhibits thereto. Statements made in this Prospectus as to
the contents of any contract, agreement or other document are not necessarily
complete; and while the Company believes the descriptions of the material
provisions of such contracts, agreements and other documents contained in this
Prospectus are accurate summaries of such material provisions, reference is
made to such contract, agreement or other document filed as an exhibit to the
Registration Statement for a more complete description of the matter involved,
and each such statement is qualified in its entirety by such reference.

The Company's principal executive offices are located at Caledonian
House, Mary Street, P. O. Box 1043, George Town, Grand Cayman, Cayman Islands,
and the Company's telephone number is (345) 949-0050.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company hereby incorporates by reference in this Prospectus the
following documents previously filed with the Commission pursuant to the
Exchange Act: (i) the Company's Annual Report on Form 10-K for the year ended
December 31, 1996; (ii) the Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1997; (iii) the Company's Current Report on
Form 8-K dated April 8, 1997; and (iv) the description of the Ordinary Shares
contained in the Company's Registration Statement on Form 8-A dated March 25,
1996, as amended by Form 8-A/A, dated August 14, 1996.

Each document filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Ordinary Shares pursuant
hereto shall be deemed to be incorporated by reference in this Prospectus and
to be a part of this Prospectus from the date of filing of such document. Any
statement contained in this Prospectus or in a document incorporated or deemed
to be incorporated by reference in this Prospectus shall be deemed to be
modified or superseded for purposes of the Registration Statement and this
Prospectus to the extent that a statement contained in this Prospectus or in
any subsequently filed document that also is or is deemed to be incorporated
by reference in this Prospectus modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of the Registration Statement or
this Prospectus.

The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person,
a copy of any or all of the documents that are incorporated by reference in
this Prospectus, other than exhibits to such documents (unless such exhibits
are specifically incorporated by reference into such documents). Requests
should be directed to Investor Relations, Triton Energy, 6688 North Central
Expressway, Suite 1400, Dallas, Texas 75206-9926, telephone (214) 691-5200.

ENFORCEABILITY OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS

The Company is a Cayman Islands company, certain of its officers and
directors may be residents of various jurisdictions outside the United States
and its Cayman Islands counsel, W.S. Walker & Company, are residents of the
Cayman Islands. All or a substantial portion of the assets of the Company and
of such persons may be located outside the United States. As a result, it may
be difficult for investors to effect service of process within the United
States upon such persons or to enforce in United States courts judgments
obtained against such persons in United States courts and predicated upon the
civil liability provisions of the Securities Act. Notwithstanding the
foregoing, the Company has irrevocably agreed that it may be served with
process with respect to actions based on offers and sales of securities made
hereby in the United States by serving Robert B. Holland, III, c/o Triton
Energy Corporation, 6688 North Central Expressway, Suite 1400, Dallas, Texas
75206-9926, its United States agent appointed for that purpose. The Company
has been advised by its Cayman Islands counsel, W. S. Walker & Company, that
there is doubt as to whether Cayman Islands courts would enforce (a) judgments
of United States courts obtained in actions against such person or the Company
that are predicated upon the civil liability provisions of the Securities Act
or (b) in original actions brought against the Company or such persons
predicated upon the Securities Act. There is no treaty in effect between the
United States and the Cayman Islands providing for such enforcement, and there
are grounds upon which Cayman Islands courts may not enforce judgments of
United States courts. Certain remedies available under the United States
federal securities laws would not be allowed in Cayman Islands courts as
contrary to that nation's policy.

USE OF PROCEEDS

The Company will not receive any proceeds from the sale of the Ordinary
Shares offered hereby.

SELLING SHAREHOLDERS

Pursuant to the terms of certain of the Plans, the Board of Directors of
the Company, or a Committee appointed by the Board will determine from time to
time (i) the individuals, from among the Company's full time employees and key
advisors, including directors, to whom Ordinary Shares will be issued or
Options will be granted pursuant to the Plans, (ii) the number of Ordinary
Shares to be issued or covered by any such Option and (iii) the purchase price
of Ordinary Shares subject to any such Option, which may be equal to or
greater than the fair market value of the Ordinary Shares on the date of
grant.

Set forth below, as of April 30, 1997, are the names of each Selling
Shareholder, the number of Shares that could be offered for resale by such
Selling Shareholder pursuant to this Prospectus, and the number of Ordinary
Shares to be owned by such Selling Shareholder upon completion of the offering
if all such Shares were sold. To the extent required by the Securities Act,
the information relating to the Selling Shareholders will be updated by
Prospectus Supplement.

ORDINARY SHARES
OWNERSHIP OF THAT COULD BE OWNERSHIP OF
ORDINARY OFFERED FOR SELLING ORDINARY SHARES
SHARES PRIOR SHAREHOLDERS' IF ALL SHARES
NAME(1) TO OFFERING(2) ACCOUNT ARE SOLD(2)
- ------------------- -------------- ------------------- ----------------
E. E. Cook 100,199 91,000 9,199
N. G. De'Ath 340,231 340,231 0
S. R. Erikson 46,000 46,000 0
T. G. Finck 868,865 840,616 28,249
J. E. Hendricks 94,135 91,000 3,135
R. B. Holland, III 486,280 467,357 18,923
F. S. Hudson 209,330 76,000 133,330
J. R. Huff 47,000 46,000 1,000
T.P. Kellogg, Jr. 16,500 16,000 500
J. P. Lewis 96,090 91,000 5,090
M. E. McMahon 64,000 61,000 3,000
P. Rugg 443,878 433,108 10,770
A. E. Turner 184,009 183,608 401
E. D. Williamson 49,400 46,000 3,400

__________________

(1) The Selling Shareholders are directors and/or executive officers of
the Company.

(2) Includes all Ordinary Shares issuable upon exercise of stock options
and conversion of debentures issued to the Selling Shareholders pursuant to
the Plans, whether or not currently exercisable or convertible, and all shares
held for the account of the Selling Shareholders pursuant to the Company's
401(k) Savings Plan and employee stock purchase plan.

PLAN OF DISTRIBUTION

The Ordinary Shares offered hereby may be sold from time to time to
purchasers directly by the Selling Shareholders. Alternatively, the Selling
Shareholders may from time to time offer the Ordinary Shares through
underwriters, dealers and agents, who may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling
Shareholders and/or the purchasers of the Ordinary Shares for whom they may
act as agent. The Selling Shareholders and any underwriters, dealers or agents
that participate in the distribution of the Ordinary Shares might be deemed
underwriters under the Securities Act, and any profit on the sale of the
Ordinary Shares by them and any discounts, commissions or concessions received
by any such underwriters, dealers or agents might be deemed to be underwriting
discounts and commissions under the Securities Act. The Company, however,
understands that the Selling Shareholders do not admit that they are
underwriters within the meaning of the Securities Act.

At the time a particular offer of the Ordinary Shares is made, to the
extent required, a Prospectus Supplement will be distributed which will set
forth the number of Ordinary Shares being offered and the terms of the
offering, including the name or names of any underwriters, dealers or agents,
any discounts, commissions and other items constituting compensation from the
Selling Shareholders and any discounts, commissions or concessions allowed or
re-allowed or paid to dealers.

The Ordinary Shares may be disposed of from time to time in one or more
transactions, by sales of the Ordinary Shares or the rights thereto, by the
writing of options on the Ordinary Shares, or the granting of pledges thereon,
all at fixed offering prices, which may be changed, or at varying prices
determined at the time of sale or at negotiated prices. The Selling
Shareholders may effect these transactions by selling the Ordinary Shares to
or through broker-dealers or by pledges of the Ordinary Shares to
broker-dealers who may, from time to time, themselves effect distributions of
the Ordinary Shares or interests therein. The Company will pay all of the
expenses incident to the offering and sale of the Ordinary Shares to the
public other than underwriting discounts or commissions, brokers' fees and the
fees and expenses of any counsel to the Selling Shareholders related thereto.

LEGAL MATTERS

Certain legal matters in connection with the validity of the Ordinary
Shares offered hereby have been passed upon for the Company by its general
counsel, Robert B. Holland, III.

EXPERTS

The consolidated financial statements incorporated in this Prospectus
by reference to the Company's Annual Report on Form 10-K for the year
ended December 31, 1996 have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.

Certain information with respect to the gas and oil reserves of the
Company and its subsidiaries derived from the report of DeGolyer and
MacNaughton, independent petroleum engineers, has been incorporated by
reference herein in reliance upon such firm as experts with respect to the
matters contained therein.

INDEMNIFICATION

The Company is a Cayman Islands company. Article XXXIII of the Company's
Articles of Association contains, and the Company and its directors and
certain officers have entered into agreements containing, provisions with
respect to indemnification of the Company's officers and directors. Such
provisions provide that the Company shall indemnify, in accordance with and to
the full extent now or hereafter permitted by law, any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (including, without limitation, an action by or in the right
of the Company), by reason of his acting as a director, officer, employee or
agent of, or his acting in any other capacity for or on behalf of, the
Company, against any liability or expense actually and reasonably incurred by
such person in respect thereof. The Company shall also advance the expenses of
defending any such act, suit or proceeding to the full extent now or hereafter
permitted by law. Such indemnification and advancement of expenses are not
exclusive of any other right to indemnification or advancement of expenses
provided by law or otherwise. The Articles of Association also provide that
except under certain circumstances, directors of the Company shall not be
personally liable to the Company or its shareholders for monetary damages for
breach of fiduciary duties as a director.

The Companies Law (1995 Revision) of the Cayman Islands does not set out
any specific restrictions on the ability of a company to indemnify officers or
directors. However, the application of basic principles and certain
Commonwealth case law which is likely to be persuasive in the Cayman Islands,
would indicate that indemnification is generally permissible except in the
event that there had been fraud or willful default on the part of the officer
or director or reckless disregard of his duties and obligations to the
Company.

Directors and officers of the Company are also provided with
indemnification against certain liabilities pursuant to a directors and
officers liability insurance policy. Subject to applicable policy terms,
conditions and exclusions, coverage is afforded for any loss that the insureds
become legally obligated to pay by reason of any claim or claims first made
against the insureds or any of them during the policy period from any wrongful
acts that are actually or allegedly caused, committed or attempted by the
insureds prior to the end of the policy period. Wrongful acts are defined as
any actual or alleged error, misstatement, misleading statement or act,
omission, neglect or breach of duty by the insureds while acting in their
individual or collective capacities as directors or officers of the Company.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

No dealer, salesman or other
person has been authorized
to give any information or
to make any representation not
contained in this Prospectus in
connection with the offering
made hereby. If given or made,
such information or representation
must not be relied upon as having TRITON ENERGY LIMITED
been authorized by the Company.
Neither the delivery of this
Prospectus nor any sale made hereunder
shall under any circumstances
create any implication that the
information contained herein is
correct as of any time subsequent
to the date hereof. This Prospectus
does not constitute an offer to sell
or a solicitation of an offer to buy
any securities in any jurisdiction
to any person to whom it would be
unlawful to make such an offer
or solicitation in such jurisdiction.

__________________

TABLE OF CONTENTS ORDINARY SHARES

__________________

PAGE
Available Information 2
Incorporation of Certain Documents
Documents by Reference 2
Eenforceability of Civil Liabilities
against Foreign Persons 3
Use of Proceeds 3
Selling Shareholders 4 PROSPECTUS
Plan of Distribution 5
Legal Matters 6
Experts 6 __________________
Indemnification 6
May 16, 1997

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents or specified portions thereof, which have been
filed by Triton Energy Limited, a Cayman Islands company (the "Company"), with
the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:

(i) Annual Report on Form 10-K for the year ended December 31, 1996;

(ii) Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1997;

(iii) Current Report on Form 8-K dated April 8, 1997; and

(iv) The description of Ordinary Shares contained in the Registration
Statement on Form 8-A dated March 25, 1996, as amended by
Form 8-A/A, dated August 14, 1996.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all of the Ordinary
Shares ("Shares") offered hereunder have been sold or which deregisters all of
such Shares then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Certain legal matters in connection with the validity of the Shares to be
offered hereby have been passed upon for the Company by its general counsel,
Robert B. Holland, III.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.

Exhibit No. Description of Exhibit

4.1 Memorandum of Association of the Company .(1)
4.2 Articles of Association of the Company.(1)
4.3 Specimen Certificate of Ordinary Shares, $0.01 par value, of the Company.(2)
4.4 Rights Agreement dated as of March 25, 1996, between Triton Energy Limited
and Chemical Bank, as Rights Agent, including as Exhibit A thereto Resolutions
establishing the Series A Junior Participating Preference Shares.(1)
4.5 Resolutions Authorizing the Company's 5% Convertible Preference Shares. (3)
4.6 Amendment No. 1 to Rights Agreement dated as of August 2, 1996, between
Triton Energy Limited and Chemical Bank, as Rights Agent. (4)
5.1 Opinion of Robert B. Holland, III.(5)
23.1 Consent of Price Waterhouse LLP.(5)
23.2 Consent of DeGolyer and MacNaughton.(5)
23.3 Consent of Robert B. Holland, III (included in his opinion filed as Exhibit 5.1 to
this Registration Statement).(5)
24 Power of Attorney (included in the signature page of this registration
statement).(5)
25 None
27 None
28 None

(1) Previously filed as an exhibit to the Company's Registration Statement
on Form S-3 (No. 333-08005) and incorporated herein by reference.
(2) Previously filed as an exhibit to the Company's Registration Statement
on Form 8-A dated March 25, 1996 and incorporated herein by reference.
(3) Previously filed as an exhibit to the Company's Registration Statement
on Form S-4 (No. 333-923) and incorporated herein by reference.
(4) Previously filed as an exhibit to the Company's Registration Statement
on Form 8-A/A (Amendment No. 1) dated August 14, 1996 and incorporated
herein by reference.
(5) Filed herewith.

ITEM 9. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section
10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement;

(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.

POWER OF ATTORNEY

Each person whose signature appears below authorizes Thomas G.
Finck, Robert B. Holland, III and Peter Rugg, and each of them, each of whom
may act without joinder of the others, to execute in the name of each such
person who is then an officer or director of the Registrant and to file any
amendments to this Registration Statement necessary or advisable to enable the
Registrant to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in respect thereof, in connection with the registration of the securities
which are the subject of this Registration Statement, which amendments may
make such changes in the Registration Statement as such attorney may deem
appropriate.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on May 15, 1997.

TRITON ENERGY LIMITED

By: /s/ Robert B. Holland, III
Robert B. Holland, III
Senior Vice President

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signatures Title Date

/s/ Thomas G. Finck Chairman of the Board and Chief May 15, 1997
Thomas G. Finck Executive Officer

/s/ Peter Rugg Senior Vice President and May 15, 1997
Peter Rugg Chief Financial Officer
(Principal Accounting and Financial
Officer)

/s/ John P. Lewis Director April 24, 1997
John P. Lewis

/s/ Michael E. McMahon Director April 22, 1997
Michael E. McMahon

/s/ Ernest E. Cook Director April 28, 1997
Ernest E. Cook

/s/ Sheldon R. Erikson Director April 24, 1997
Sheldon R. Erikson

/s/ Jesse E. Hendricks Director April 18, 1997
Jesse E. Hendricks

/s/ Fitzgerald S. Hudson Director April 24, 1997
Fitzgerald S. Hudson

/s/ Thomas P. Kellogg, Jr. Director April 29, 1997
Thomas P. Kellogg, Jr.

/s/ John R. Huff Director April 22, 1997
John R. Huff

/s/ Edwin D. Williamson Director April 29, 1997
Edwin D. Williamson

INDEX TO EXHIBITS

Exhibit No. Description of Exhibit