EXHIBIT 10.55

                              SECOND AMENDMENT TO
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               SECOND AMENDED AND RESTATED 1992 STOCK OPTION PLAN
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     This  Second  Amendment  to  the  Second  Amended and Restated 1992 Stock
Option  Plan (this "Amendment") is executed by Triton Energy Limited, a Cayman
Islands  company  ("Triton"),  as  of  the  effective  date  specified  below.

                               R E C I T A L S:
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     A.          Triton has adopted the Second Amended and Restated 1992 Stock
Option  Plan  (the  "Plan"), and amended and restated the Plan effective as of
April  9,  1996;  and

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

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

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

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

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

     IN WITNESS WHEREOF, Triton Energy Limited has caused this Amendment to be
executed  by  its  duly authorized officer effective this 13th day of January,
1998.


                              TRITON  ENERGY  LIMITED


                              By:_________________________________
                                   Robert  B.  Holland,  III,
                                   Senior  Vice President