EXHIBIT 10.69

                        TRITON EXPLORATION SERVICES, INC.
                    6688 North Central Expressway, Suite 1400
                               Dallas, Texas 75206

                                  May 11, 1999

Mr.  A.E.  Turner,  III
3004  Rosedale
Dallas,  Texas  75205

Re:   Amended  and  Restated  Employment  Agreement  dated July 15, 1998 among
      Triton  Exploration  Services,  Inc., Triton Energy Limited and A.E.
      Turner, III (as amended or modified to date, the "Agreement"; capitalized
      terms used in this letter shall have the meanings set forth in the
      Agreement)

Dear  Mr.  Turner:

     This letter will evidence our agreement to amend the Agreement as set forth
herein.  Section  1.6 of the Agreement is hereby amended to read in its entirety
as  follows:

"For  purposes  of  this  Agreement, a 'change in  control of the Company' shall
mean  the  occurrence  of  any  of  the  following  events:  (i)  there shall be
consummated  (x)  any  consolidation,  amalgamation,  merger  or  other  form of
business  combination  of  the  Company,  or to which the Company is a party, in
which  (I)  the  Company  is not the continuing or surviving corporation or (II)
where  the  Company  is  the  continuing or surviving corporation, the Company's
Ordinary  Shares  would be converted into cash, securities or other property, or
the  holders  of  the  Company's  Ordinary  Shares  immediately  prior  to  the
consolidation,  amalgamation, merger or other form of business combination would
represent  less  than  a  majority of the common stock or ordinary shares of the
surviving  corporation immediately after the consolidation, amalgamation, merger
or other form of business combination, or (y) any sale, lease, exchange or other
transfer  (excluding  transfer  by  way  of  pledge  or  hypothecation),  in one
transaction  or  a series of related transactions, of all, or substantially all,
of  the  assets of the Company, (ii) the shareholders of the Company approve any
plan  or  proposal  for the liquidation or dissolution of the Company, (iii) any
'person'  (as  such term is defined in Section 3(a)(9) or Section 13(d)(3) under
the Securities Exchange Act of 1934, as amended (the '1934 Act')) or any 'group'
(as  such term is used in Rule 13d-5 promulgated under the 1934 Act), other than
the  Company or any successor of the Company or any subsidiary of the Company or
any  employee  benefit  plan  of  the  Company or any subsidiary (including such
plan's  trustee),  becomes  a  beneficial  owner  for  purposes  of  Rule  13d-3
promulgated  under  the  1934  Act, directly or indirectly, of securities of the
Company  representing 15.0% or more of the Company's then outstanding securities
having  the  right  to vote in the election of Directors of the Company, or (iv)
during any period of two consecutive years, individuals who, at the beginning of
such  period  constituted  the  entire  Board  of  Directors of the Company (the
'Board',  and  such individuals being referred to as the 'Incumbent Directors'),
cease  for  any  reason  (other  than  death)  to  constitute  a majority of the
Directors  of  the Company, unless the election, or the nomination for election,
by  the Company's shareholders, of each new Director of the Company was approved
by a vote of at least two-thirds of the Incumbent Directors (so long as such new
Director  was  not  nominated  by  a  person who expressed an intent to effect a
change  in control of the Company or engage in a proxy or other control contest)
in  which  case  such  new  Director shall be considered an Incumbent Director."

     Except as expressly set forth in this letter, the Agreement shall remain in
full  force  and  effect.  Nothing  in this letter shall in any way be deemed to
affect  any  rights  of  Employee that may have arisen under the Agreement on or
prior  to  the date of this letter, including without limitation pursuant to any
change  in control of the Company that may have occurred on or prior to the date
of  this  letter.

     Please acknowledge your agreement with the foregoing by signing below.

                                             Very truly yours,

                                             Triton Exploration Services, Inc.


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


Acknowledged  and  Agreed:


A.E.  Turner,  III


Acknowledged  and  Agreed  by  Triton  Energy  Limited,  as  guarantor
of  Triton  Exploration  Services,  Inc.

Triton  Energy  Limited


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