EXHIBIT 10.64

                              TRITON ENERGY LIMITED
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                   AMENDED AND RESTATED RESTRICTED STOCK PLAN
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                                 THIRD AMENDMENT
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     This  Third  Amendment  to  the  Triton Energy Limited Amended and Restated
Restricted Stock 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  maintains  the  Triton  Energy  Limited Amended and Restated
Restricted  Stock Plan (as amended to date, the "Plan"), the purpose of which is
to encourage ownership of shares by employees of Triton and its subsidiaries and
to  provide  incentives for the employees to promote the success of the business
of  Triton  and  its  subsidiaries.

     B.     Triton  desires to amend the Plan to increase the number of Ordinary
Shares  issuable  pursuant  to  the  Plan.

     C.     Triton  will  seek the approval of its shareholders to the amendment
contemplated  hereby  at  its annual meeting of shareholders to be held in 1999.


NOW, THEREFORE, in accordance with Section 1.7 of the Plan, the Plan is amended
in the following respects:

1. The first sentence of Section 1.4. of the Plan is amended in its entirety to
read as follows:

          "The  maximum  aggregate number of Ordinary Shares subject to the Plan
shall be 300,000, subject to  adjustments  made  in  accordance  with  Section
1.9  and  Section  3.10  of  the  Plan."


     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 as of this 17th day of March, 1999.

                                                 TRITON  ENERGY  LIMITED



                                               By:_________________________
                                                  James C. Musselman, President
                                                  and Chief Executive Officer