EXHIBIT 10.53


               FIRST AMENDMENT TO RETIREMENT PLAN FOR DIRECTORS
               ------------------------------------------------

     This  First Amendment to Retirement Plan for Directors (this "Amendment")
is  executed by Triton Energy Limited, a Cayman Islands company ("Triton"), as
of  January  13,  1998.

                               R E C I T A L S:
                               ---------------

     A.       Triton (through its predecessor company) has adopted the Amended
and  Restated  Retirement  Plan  for  Directors  (the  "Plan");  and

     B.      The Board of Directors has adopted certain amendments to the Plan
effective  as  of  January  13,  1998.

     NOW,  THEREFORE,  the  Plan  is  amended  in  the  following  respects:

     1.          Section  5  is  amended  to  read in its entirety as follows:

     "5.  Amount  of  Benefits.  The  total  benefits  payable  hereunder to a
Dorector  for  each  fiscal  year that he receives benefits hereunder shall be
equal  to  $25,000."

     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 as of the date and year
first  above  written.


                              TRITON  ENERGY  LIMITED


                              By:_________________________________