Triton Energy Ltd – ‘10-K/A’ for 12/31/99

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Amendment to Annual Report   —   Form 10-K
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.  20549

   FORM 10-K/A
 (AMENDMENT NO. 3)
(Mark  One)                                                                     
(    X    )        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)              
  OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED: December 31, 1999

OR

(      ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE             
 SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________ TO ______________

Commission File Number:  1-11675

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

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

CALEDONIAN  HOUSE                                                     
JENNETT  STREET,  P.O.  BOX  1043                                           
GEORGE  TOWN                                                      
GRAND  CAYMAN,  CAYMAN  ISLANDS                                  NONE           
(Address  of  principal  executive  offices)                    (Zip Code)      

Registrant's telephone number, including area code: 345-949-0050

 Securities registered pursuant to Section 12(b) of the Act:

                                      NAME  OF  EACH  EXCHANGE
TITLE  OF  EACH  CLASS                     ON WHICH REGISTERED      
----------------------                     -------------------      

Ordinary Shares, $.01 par value                  New York Stock Exchange        

 Securities registered pursuant to Section 12(g) of the Act:

   None.

     INDICATE  BY  CHECK  MARK  WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED  TO  BE  FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934  DURING  THE  PRECEDING  12  MONTHS  (OR  FOR  SUCH SHORTER PERIOD THAT THE
REGISTRANT  WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING  REQUIREMENTS  FOR  THE  PAST  90  DAYS.  YES    [   X   ]     NO    [   
                                          --------
]                                                                               
     INDICATE  BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K (SECTION 229.405 OF THIS CHAPTER) IS NOT CONTAINED HEREIN,
AND  WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE
PROXY  OR  INFORMATION  STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS
FORM  10-K  OR  ANY  AMENDMENT  TO  THIS  FORM  10-K.  [                  ]     
                                                             ---------
     THE  AGGREGATE  MARKET  VALUE  OF  THE  OUTSTANDING ORDINARY SHARES HELD BY
NON-AFFILIATES  OF  THE REGISTRANT AT MARCH 7, 2000 (FOR SUCH PURPOSES ONLY, ALL
DIRECTORS  AND  EXECUTIVE  OFFICERS  ARE  PRESUMED  TO  BE  AFFILIATES)  WAS    
APPROXIMATELY  $1.0  BILLION,  BASED ON THE CLOSING SALES PRICE OF $30.25 ON THE
NEW  YORK  STOCK  EXCHANGE.                                                     

     AS  OF  MARCH  7,  2000,  35,944,174 ORDINARY SHARES OF THE REGISTRANT WERE
OUTSTANDING.                                                                    

 DOCUMENTS INCORPORATED BY REFERENCE
     PORTIONS  OF  THE  PROXY STATEMENT PERTAINING TO THE 2000 ANNUAL MEETING OF
SHAREHOLDERS  OF  TRITON ENERGY LIMITED  ARE INCORPORATED BY REFERENCE INTO PART
III  HEREOF.                                                                    

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                            

Triton Energy Limited (the "Company") hereby amends Item 8 of its Annual    
Report on Form 10-K for the year ended December 31, 1999. The Company is    
amending this report to reflect a revision in the method pursuant to which  
the Company accounts for accumulated dividends on preference shares for     
purposes of determining earnings applicable to ordinary shares and          
earnings per share.  The Company has included the dividends accumulated     
during each quarter in respect of its preference shares, whether or not     
declared for purposes of arriving at earnings applicable to ordinary        
shares, rather than including accumulated dividends only in the quarter     
when a dividend is declared, and is amending this report to reflect that    
change.  This change in accounting methodology does not affect any balance  
sheet item or net earnings.                                                 

SIGNATURES

     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange  Act of 1934, the Registrant has duly caused this Amendment No. 3 to   
Annual Report on Form 10-K to be signed by the undersigned thereunto duly       
authorized on the 1st day of August, 2000.                                      

                     TRITON  ENERGY  LIMITED

                   By:/s/W. Greg Dunlevy
                                         -------------------------------------
                   W. Greg Dunlevy
                           Vice President, Finance

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
Amendment No. 3 to Annual  Report  on  Form  10-K has been signed below by the  
following persons on behalf  of  the  Registrant  and  in  the capacities       
indicated on the 1st day of August, 2000.                                       

Signatures                               Title              
----------                               -----              

/s/W. Greg Dunlevy                         Vice President                       
-----------------------                                                         
W. Greg Dunlevy                            (Principal Financial Officer)        

/s/Kevin B. Wilcox                         Controller                           
----------------------                                                          
Kevin B. Wilcox                                                                 

*                         Chairman of the Board             
----------------------                                                          
Thomas O. Hicks                                                           

  *                        President and Chief Executive Officer
----------------------                     (Principal Executive Officer)        
James C. Musselman                                                              

*                                Director                   
----------------------                                                          
Sheldon R. Erikson                                                              

*                                Director                   
----------------------                                                          
Jack D. Furst                                                                   

*                                Director                   
----------------------                                                          
Fitzgerald Hudson                                                               

*                                Director                   
----------------------                                                          
John R. Huff                                                                    

*                                Director                   
----------------------                                                          
Michael E. McMahon                                                              

*                                Director                   
----------------------                                                          
C. Lamar Norsworthy                                                             

*                                Director                   
----------------------                                                          
C. Richard Vermillion                                                           

*                                Director                   
----------------------                                                          
J. Otis Winters                                                           

*By /s/ W. Greg Dunlevy                                                         
--------------------------                                              
W. Greg Dunlevy, Attorney-in-Fact                               

TRITON ENERGY LIMITED AND SUBSIDIARIES
 INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

                                                        [Enlarge/Download Table]


                                                                                      

                                                                               PAGE   
                                                                               -----  

TRITON  ENERGY  LIMITED  AND  SUBSIDIARIES:                                           

Report of Independent Accountants. . . . . . . . . . . . . . . . . . . . . . . .  F-2 
Consolidated Statements of Operations - Years ended December 31, 1999, 1998           
  and 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-3 
Consolidated Balance Sheets - December 31, 1999 and 1998 . . . . . . . . . . . .  F-4 
Consolidated Statements of Cash Flows - Years ended December 31, 1999, 1998           
  and 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-5 
Consolidated Statements of Shareholders' Equity - Years ended December 31, 1999,      
  1998 and 1997. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-6 
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . .  F-7 

SCHEDULE:                                                                             

II  -  Valuation and Qualifying Accounts - Years ended December 31, 1999,             
       1998 and 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-52

  All other schedules are omitted as the required information is inapplicable or
presented in the consolidated financial statements or related notes.

 REPORT OF INDEPENDENT ACCOUNTANTS
 ---------------------------------

To  the  Board  of  Directors  and  Shareholders  of                            
Triton  Energy  Limited                                                       

In our opinion, the consolidated financial statements listed in the accompanying
index present fairly, in all material respects, the financial position of Triton
Energy  Limited  and  its  subsidiaries  at  December 31, 1999 and 1998, and the
results  of their operations and their cash flows for each of the three years in
the  period  ended  December  31, 1999, in conformity with accounting principles
generally  accepted  in  the  United  States. These financial statements are the
responsibility  of the Company's management; our responsibility is to express an
opinion  on  these  financial  statements based on our audits.  We conducted our
audits  of  these  statements  in  accordance  with auditing standards generally
accepted  in  the United States which require that we plan and perform the audit
to  obtain  reasonable assurance about whether the financial statements are free
of  material  misstatement.  An  audit  includes  examining,  on  a  test basis,
evidence  supporting  the  amounts  and disclosures in the financial statements,
assessing  the  accounting  principles  used  and  significant estimates made by
management,  and  evaluating  the  overall financial statement presentation.  We
believe  that  our  audits  provide a reasonable basis for the opinion expressed
above.                                                                          

PricewaterhouseCoopers  LLP                                                     
Dallas,  Texas                                                                  
February 23, 2000                                                               

TRITON ENERGY LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS 
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                        [Enlarge/Download Table]

                                                                                         

                                                             YEAR ENDED DECEMBER 31,     
                                                         --------------------------------
                                                           1999        1998       1997   
                                                         ---------  ----------  ---------
SALES AND OTHER OPERATING REVENUES:                                                      
  Oil and gas sales                                      $247,878   $ 160,881   $145,419 
  Gain on sale of oil and gas assets                          ---      67,737      4,077 
                                                         ---------  ----------  ---------
                                                          247,878     228,618    149,496 
                                                         ---------  ----------  ---------
COSTS AND EXPENSES:                                                                      
  Operating                                                68,130      73,546     51,357 
  General and administrative                               23,636      26,653     28,607 
  Depreciation, depletion and amortization                 61,343      58,811     36,828 
  Writedown of assets                                         ---     328,630        --- 
  Special charges                                           2,909      18,324        --- 
                                                         ---------  ----------  ---------
                                                          156,018     505,964    116,792 
                                                         ---------  ----------  ---------

          OPERATING INCOME (LOSS)                          91,860    (277,346)    32,704 

Gain on sale of Triton Pipeline Colombia                      ---      50,227        --- 
Interest income                                            10,579       3,258      5,178 
Interest expense, net                                     (22,648)    (23,228)   (23,858)
Other income (expense), net                                (3,614)      8,480      2,872 
                                                         ---------  ----------  ---------

                                                          (15,683)     38,737    (15,808)
                                                         ---------  ----------  ---------

          EARNINGS (LOSS) BEFORE INCOME TAXES                                            
               AND EXTRAORDINARY ITEM                      76,177    (238,609)    16,896 
Income tax expense (benefit)                               28,620     (51,105)    11,301 
                                                         ---------  ----------  ---------

          EARNINGS (LOSS) BEFORE EXTRAORDINARY ITEM        47,557    (187,504)     5,595 
Extraordinary item - extinguishment of debt                   ---         ---    (14,491)
                                                         ---------  ----------  ---------

           NET EARNINGS (LOSS)                             47,557    (187,504)    (8,896)
ACCUMULATED DIVIDENDS ON PREFERENCE SHARES                 28,671       3,061        400 
                                                         ---------  ----------  ---------

          EARNINGS (LOSS) APPLICABLE TO ORDINARY SHARES  $ 18,886   $(190,565)  $ (9,296)
                                                         =========  ==========  =========

Average ordinary shares outstanding                        36,135      36,609     36,471 
                                                         =========  ==========  =========

BASIC EARNINGS (LOSS) PER ORDINARY SHARE:                                                

   Earnings (loss) before extraordinary item             $   0.52   $   (5.21)  $   0.14 
   Extraordinary item - extinguishment of debt                ---         ---      (0.40)
                                                         ---------  ----------  ---------

           BASIC EARNINGS (LOSS)                         $   0.52   $   (5.21)  $  (0.26)
                                                         =========  ==========  =========

DILUTED EARNINGS (LOSS) PER ORDINARY SHARE:                                              

   Earnings (loss) before extraordinary item             $   0.52   $   (5.21)  $   0.14 
   Extraordinary item - extinguishment of debt                ---         ---      (0.39)
                                                         ---------  ----------  ---------

           DILUTED EARNINGS (LOSS)                       $   0.52   $   (5.21)  $  (0.25)
                                                         =========  ==========  =========

See accompanying Notes to Consolidated Financial Statements.

TRITON ENERGY LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS   
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                        [Enlarge/Download Table]


                                                                                        

                            ASSETS                                      DECEMBER 31,    
                                                                   ---------------------
                                                                     1999         1998  
                                                                   ----------  ---------

CURRENT  ASSETS:                                                                        
   Cash and equivalents                                            $ 186,323   $ 18,757 
   Trade receivables, net                                             17,246      9,514 
   Other receivables                                                  23,814     47,756 
   Deferred income taxes                                              20,090        --- 
   Inventories, prepaid expenses and other                             7,806      1,639 
                                                                   ----------  ---------

                    TOTAL CURRENT ASSETS                             255,279     77,666 

Property and equipment, at cost, net                                 524,152    470,907 
Investment in affiliate                                               93,188     84,735 
Deferred income taxes                                                 88,228    100,916 
Other assets                                                          13,628     20,056 
                                                                   ----------  ---------

                                                                   $ 974,475   $754,280 
                                                                   ==========  =========

LIABILITIES AND SHAREHOLDERS' EQUITY                                                    

CURRENT LIABILITIES:                                                                    
    Current maturities of long-term debt                           $   9,027   $ 14,027 
    Short-term borrowings                                                ---      5,000 
    Accounts payable and accrued liabilities                          62,576     44,973 
    Deferred income and other                                         22,347     35,254 
                                                                   ----------  ---------

                    TOTAL CURRENT LIABILITIES                         93,950     99,254 

Long-term debt, excluding current maturities                         404,460    413,465 
Deferred income taxes                                                  6,677      3,235 
Other liabilities                                                      6,336     14,519 

SHAREHOLDERS' EQUITY:                                                                   
   5% preference shares, par value $.01; authorized 420,000                             
       shares; issued 209,639 shares at December 31, 1999 and                           
       1998, respectively, stated value $34.41                         7,214      7,214 
   8% preference shares, par value $.01; authorized 11,000,000                          
       shares; issued 5,193,643 and 1,822,500 shares at                                 
       December 31, 1999 and 1998, respectively, stated value $70    363,555    127,575 
   Ordinary shares, par value $.01; authorized 200,000,000                              
       shares; issued 35,763,728 and 36,643,478 shares at                               
       December 31, 1999 and 1998, respectively                          358        366 
   Additional paid-in capital                                        531,904    575,863 
   Accumulated deficit                                              (437,528)  (485,085)
   Accumulated other non-owner changes in shareholders' equity        (2,451)    (2,126)
                                                                   ----------  ---------

                    TOTAL SHAREHOLDERS' EQUITY                       463,052    223,807 
Commitments and contingencies (note 20)                                  ---        --- 
                                                                   ----------  ---------

                                                                   $ 974,475   $754,280 
                                                                   ==========  =========


The Company uses the full cost method to account for its oil- and gas-producing 
activities.       
See accompanying Notes to Consolidated Financial Statements.      

TRITON ENERGY LIMITED AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

                                                        [Enlarge/Download Table]


                                                                                                     

                                                                         YEAR ENDED DECEMBER 31,     
                                                                   ----------------------------------
                                                                      1999        1998        1997   
                                                                   ----------  ----------  ----------
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                
Net earnings (loss)                                                $  47,557   $(187,504)  $  (8,896)
Adjustments to reconcile net earnings to net cash provided (used)                                    
 by operating activities:                                                                            
   Depreciation, depletion and amortization                           61,343      58,811      36,828 
   Proceeds from forward oil sale                                     31,932       1,770         830 
   Amortization of deferred income                                   (35,254)    (35,254)    (28,467)
   Gain on sale of oil and gas assets                                    ---     (67,737)     (4,077)
   Gain on sale of Triton Pipeline Colombia                              ---     (50,227)        --- 
   Writedown of assets                                                   ---     328,630         --- 
   Payment of accreted interest on extinguishment of debt                ---         ---    (124,794)
   Extraordinary loss on extinguishment of debt, net of tax              ---         ---      14,491 
   Amortization of debt discount                                         ---         ---       7,949 
   Deferred income taxes                                               7,827     (55,592)      8,078 
   Gain on sale of other assets                                         (677)     (7,590)     (1,409)
   Other, net                                                          8,921       3,962       6,100 
   Changes in working capital:                                                                       
      Trade and other receivables                                    (16,131)      6,300      (3,238)
      Inventories, prepaid expenses and other                         (3,577)        918       1,794 
      Accounts payable and accrued liabilities                        14,581       4,979      (2,605)
                                                                   ----------  ----------  ----------

          Net cash provided (used) by operating activities           116,522       1,466     (97,416)
                                                                   ----------  ----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:                                                                
   Capital expenditures and investments                             (121,483)   (180,215)   (219,216)
   Proceeds from sale of oil and gas assets                              ---     147,027       4,077 
   Proceeds from sale of Triton Pipeline Colombia                        ---      97,656         --- 
   Proceeds from sales of other assets                                 2,353      22,353       1,822 
   Other                                                                 600      (2,630)        617 
                                                                   ----------  ----------  ----------

          Net cash provided (used) by investing activities          (118,530)     84,191    (212,700)
                                                                   ----------  ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:                                                                
   Proceeds from revolving lines of credit and long-term debt            ---     162,530     620,413 
   Payments on revolving lines of credit and long-term debt          (19,028)   (350,511)   (321,515)
   Short-term notes payable, net                                         ---      (9,600)      9,600 
   Issuance of 8% preference shares, net                             217,805     115,329         --- 
   Issuances of ordinary shares                                          419       2,544       5,260 
   Repurchase of ordinary shares                                     (11,285)        ---         --- 
   Dividends paid on preference shares                               (17,617)       (368)       (400)
   Other                                                                (151)          5          10 
                                                                   ----------  ----------  ----------

          Net cash provided (used) by financing activities           170,143     (80,071)    313,368 
                                                                   ----------  ----------  ----------

Effect of exchange rate changes on cash and equivalents                 (569)       (280)       (849)
                                                                   ----------  ----------  ----------
Net increase in cash and equivalents                                 167,566       5,306       2,403 
CASH AND EQUIVALENTS AT BEGINNING OF YEAR                             18,757      13,451      11,048 
                                                                   ----------  ----------  ----------

CASH AND EQUIVALENTS AT END OF YEAR                                $ 186,323   $  18,757   $  13,451 
                                                                   ==========  ==========  ==========

See accompanying Notes to Consolidated Financial Statements.

            TRITON ENERGY LIMITED AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
            (IN THOUSANDS)

                                                        [Enlarge/Download Table]


                                                                                                                         
                                                                               YEAR ENDED DECEMBER 31,                   
                                                       ------------------------------------------------------------------
                                                                1999                  1998                    1997       
                                                       --------------------  ----------------------  --------------------
OWNER  SOURCES  OF  SHAREHOLDERS'  EQUITY:                                                                               
  5%  PREFERENCE  SHARES:                                                                                                
    Balance at beginning of period                     $   7,214             $   7,511               $   8,515           
    Conversion of 5% preference shares                       ---                  (297)                 (1,004)          
                                                       ----------            ----------              ----------          
    Balance at end of period                               7,214                 7,214                   7,511           
                                                       ----------            ----------              ----------          
  8% PREFERENCE SHARES:                                                                                                  
    Balance at beginning of period                       127,575                   ---                     ---           
    Issuances of 8% preference shares at $70 per share   222,425               127,575                     ---           
    Conversion of 8% preference shares                      (192)                  ---                     ---           
    Stock dividends, 8% preference shares                 13,747                   ---                     ---           
                                                       ----------            ----------              ----------          

    Balance at end of period                             363,555               127,575                     ---           
                                                       ----------            ----------              ----------          
  ORDINARY SHARES:                                                                                                       
    Balance at beginning of period                           366                   365                     363           
    Stock repurchase                                          (9)                  ---                     ---           
    Exercise of employee stock options and debentures          1                     1                       2           
                                                       ----------            ----------              ----------          
    Balance at end of period                                 358                   366                     365           
                                                       ----------            ----------              ----------          
  ADDITIONAL PAID-IN CAPITAL:                                                                                            
    Balance at beginning of period                       575,863               588,454                 582,581           
    Dividends, 5% preference shares                         (361)                 (368)                   (400)          
    Dividends, 8% preference shares                      (28,310)               (2,693)                    ---           
    Exercise of employee stock options and debentures        418                 2,548                   3,831           
    Conversion of 5% preference shares                       ---                   297                   1,004           
    Conversion of 8% preference shares                       192                   ---                     ---           
    Transaction costs for issuance of                                                                                    
      8% preference shares                                (4,620)              (12,370)                    ---           
    Stock repurchase                                     (11,276)                ---                       ---           
    Other, net                                                (2)                   (5)                  1,438           
                                                       ----------            ----------              ----------          
    Balance at end of period                             531,904               575,863                 588,454           
                                                       ----------            ----------              ----------          
  TREASURY SHARES:                                                                                                       
    Balance at beginning of period                           ---                    (3)                     (2)          
    Retirement and other, net                                ---                     3                      (1)          
                                                       ----------            ----------              ----------          
    Balance at end of period                                 ---                   ---                      (3)          
                                                       ----------            ----------              ----------          

      TOTAL OWNER SOURCES OF SHAREHOLDERS' EQUITY        903,031               711,018                 596,327           
                                                       ----------            ----------              ----------          

NON-OWNER SOURCES OF SHAREHOLDERS' EQUITY:                                                                               
  ACCUMULATED DEFICIT:                                                                                                   
    Balance at beginning of period                      (485,085)             (297,581)               (288,685)          
    Net earnings (loss)                                   47,557   $47,557    (187,504)  $(187,504)     (8,896)  $(8,896)
                                                       ----------            ----------              ----------          
    Balance at end of period                            (437,528)             (485,085)               (297,581)          
                                                       ----------            ----------              ----------          
  ACCUMULATED OTHER NON-OWNER CHANGES IN                                                                                 
      SHAREHOLDERS' EQUITY:                                                                                              
    Balance at beginning of period                        (2,126)               (2,126)                 (2,128)          
    Valuation reserve on marketable securities                         ---                     ---                     2 
    Adjustment for minimum pension liability                          (325)                    ---                   --- 
                                                                   --------              ----------              --------

    Other non-owner changes in shareholders' equity         (325)     (325)        ---         ---           2         2 
                                                       ----------  --------  ----------  ----------  ----------  --------

    Non-owner changes in shareholders' equity                      $47,232               $(187,504)              $(8,894)
                                                                   ========              ==========              ========

    Balance at end of period                              (2,451)               (2,126)                 (2,126)          
                                                       ----------            ----------              ----------          

      TOTAL NON-OWNER SOURCES OF                                                                                         
              SHAREHOLDERS' EQUITY                      (439,979)             (487,211)               (299,707)          
                                                       ----------            ----------              ----------          

TOTAL SHAREHOLDERS' EQUITY                             $ 463,052             $ 223,807               $ 296,620           
                                                       ==========            ==========              ==========          

See accompanying Notes to Consolidated Financial Statements.          

TRITON ENERGY LIMITED AND SUBSIDIARIES  
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   (AMOUNTS IN TABLES IN THOUSANDS, EXCEPT FOR SHARE, PER SHARE AND PER BARREL
 DATA)

1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES                            

GENERAL                                                                         

Triton Energy Limited ("Triton") is an international oil and gas exploration and
production  company.  The  term  "Company" when used herein means Triton and its
subsidiaries  and  other  affiliates  through  which  the  Company  conducts its
business.  The  Company's  principal  properties,  operations,  and  oil and gas
reserves  are located in Colombia, Malaysia-Thailand and Equatorial Guinea.  The
Company  is  exploring  for  oil  and gas in these areas, as well as in southern
Europe,  Africa,  and the Middle East.  All sales are currently derived from oil
and  gas  production  in  Colombia.                                             

Triton,  a Cayman Islands company, was incorporated in 1995 to become the parent
holding  company  of  Triton Energy Corporation, a Delaware corporation ("TEC").
On March 25, 1996, the stockholders of TEC approved the merger of a wholly owned
subsidiary  of Triton with and into TEC (the "Reorganization").  Pursuant to the
Reorganization,  Triton  became the parent holding company of TEC and each share
of  common  stock, par value $1.00, and 5% preferred stock of TEC outstanding on
March  25,  1996,  was converted into one Triton ordinary share, par value $.01,
and  one  5% Triton preference share, respectively.  The Reorganization has been
accounted  for  as  a  combination  of  entities  under  common  control.       

PRINCIPLES  OF  CONSOLIDATION                                                   

The  consolidated  financial  statements  include the accounts of Triton and its
majority-owned  subsidiaries.  All  intercompany  balances and transactions have
been  eliminated  in consolidation.  Investments in 20%- to 50%-owned affiliates
which  the  Company exercises significant influence over operating and financial
policies  are  accounted  for using the equity method.  Investments in less than
20%-owned  affiliates  are  accounted  for  using  the  cost  method.           

CASH  EQUIVALENTS                                                               

Cash  equivalents  are  highly  liquid  investments  purchased  with an original
maturity  of  three  months  or  less.                                          

INVENTORIES                                                                     

Inventories  consist  principally of oil produced but not sold, stated at market
value,  and  materials  and  supplies,  stated  at  the lower of cost or market.

PROPERTY  AND  EQUIPMENT                                                        

The  Company  follows  the  full  cost  method of accounting for exploration and
development  of  oil  and gas reserves, whereby all acquisition, exploration and
development  costs  are  capitalized.  Individual  countries  are  designated as
separate  cost  centers.  All  capitalized costs plus the undiscounted estimated
future  development  costs  of  proved  reserves  are  depleted  using  the     
unit-of-production  method  based  on  total  proved reserves applicable to each
country.  A  gain  or loss is recognized on sales of oil and gas properties only
when  the  sale  involves  significant  reserves.                               

Costs  related  to  acquisition,  holding and initial exploration of licenses in
countries  with no proved reserves are initially capitalized, including internal
costs  directly  identified  with  acquisition,  exploration  and  development  
activities.  Costs related to production, general overhead or similar activities
are  expensed.  The Company's exploration licenses are periodically assessed for
impairment  on  a  country-by-country  basis.  If  the  Company's  investment in
exploration  licenses  within a country where no proved reserves are assigned is
deemed  to  be  impaired, the licenses are written down to estimated recoverable
value.  If  the  Company  abandons all exploration efforts in a country where no
proved  reserves  are assigned, all acquisition and exploration costs associated
with  the  country are expensed.  Due to the unpredictable nature of exploration
drilling  activities,  the amount and timing of impairment expense are difficult
to  predict  with  any  certainty.                                              

The  net  capitalized costs of oil and gas properties for each cost center, less
related deferred income taxes, cannot exceed the sum of (i) the estimated future
net  revenues from the properties, discounted at 10%; (ii) unevaluated costs not
being amortized; and (iii) the lower of cost or estimated fair value of unproved
properties  being amortized; less (iv) income tax effects related to differences
between  the  financial statement basis and tax basis of oil and gas properties.

The estimated costs, net of salvage value, of dismantling facilities or projects
with limited lives or facilities that are required to be dismantled by contract,
regulation  or  law,  and  the  estimated  costs  of restoration and reclamation
associated  with  oil  and  gas  operations  are  included  in  estimated future
development  costs  as  part  of  the  amortizable  base.                       

Support  equipment  and  facilities are depreciated using the unit-of-production
method based on total reserves of the field related to the support equipment and
facilities.  Other  property  and  equipment,  which  includes  furniture  and  
fixtures,  vehicles and leasehold improvements, are depreciated principally on a
straight-line  basis  over  estimated  useful  lives ranging from 3 to 20 years.

Repairs and maintenance are expensed as incurred, and renewals and improvements 
are  capitalized.                                                               

ENVIRONMENTAL  MATTERS                                                          

Environmental  costs  are  expensed  or  capitalized  depending  on their future
economic  benefit.  Costs  that  relate  to an existing condition caused by past
operations  and  have  no future economic benefit are expensed.  Liabilities for
future  expenditures  of  a  noncapital  nature  are  recorded  when  future    
environmental  expenditures and/or remediation is deemed probable, and the costs
can  be  reasonably  estimated.  Costs  of future expenditures for environmental
remediation  obligations  are  not  discounted  to  their  present  value.      

INCOME  TAXES                                                                   

Deferred tax liabilities or assets are recognized for the anticipated future tax
effects  of  temporary differences between the financial statement basis and the
tax basis of the Company's assets and liabilities using the enacted tax rates in
effect  at  year end.  A valuation allowance for deferred tax assets is recorded
when  it  is  more  likely than not that the benefit from the deferred tax asset
will  not  be  realized.                                                        

REVENUE  RECOGNITION                                                            

Cost  reimbursements  arising  from carried interests granted by the Company are
revenues  to  the extent the reimbursements are contingent upon and derived from
production.  Obligations  arising  from  net  profit  interest  conveyances  are
recorded  as  operating  expenses  when  the  obligation  is  incurred.         

FOREIGN  CURRENCY  TRANSLATION                                                  

The  U.S.  dollar is the designated functional currency for all of the Company's
foreign  operations.  The  cumulative  translation  adjustment  represents  the 
cumulative  effect of translating the balance sheet accounts of Triton Colombia,
Inc.  from  the functional currency into U.S. dollars during the period when the
Colombian  peso  was  the  functional  currency.                                

RISK  MANAGEMENT                                                                

Oil  and natural gas sold by the Company are normally priced with reference to a
defined  benchmark,  such  as  light,  sweet  crude  oil  traded on the New York
Merchantile Exchange (West Texas Intermediate or "WTI").  Actual prices received
vary  from  the  benchmark depending on quality and location differentials. From
time  to  time, it is the Company's policy to use financial market transactions,
including  swaps,  collars  and  options,  with  creditworthy  counterparties,  
primarily to reduce risk associated with the pricing of a portion of the oil and
natural  gas  that  it  sells.  The Company does not enter into financial market
transactions  for  trading  purposes.                                           

Gains  or  losses  on  financial  market  transactions  that  qualify  for hedge
accounting  are recognized in oil and gas sales at the time of settlement of the
underlying  hedged  transactions.  Premiums  paid for financial market contracts
are  capitalized  and  amortized as operating expenses over the contract period.
Changes  in  the  fair market value of financial market transactions that do not
qualify  for  hedge  accounting  are  reflected  as noncash adjustments to other
income (expense), net in the period the change occurs.  Realized gains or losses
on  financial  market  transactions that do not qualify for hedge accounting are
recorded  in  oil  and  gas  sales.                                             

STOCK-BASED  COMPENSATION                                                       

Statement  of  Financial  Accounting Standards No. 123 ("SFAS 123"), "Accounting
for Stock-Based Compensation," encourages, but does not require, the adoption of
a  fair  value-based  method of accounting for employee stock-based compensation
transactions.  The  Company  has  elected  to apply the provisions of Accounting
Principles  Board Opinion No. 25 ("Opinion 25"), "Accounting for Stock Issued to
Employees,"  and  related  interpretations,  in  accounting  for its stock-based
compensation  plans.  Under  Opinion  25,  compensation  cost is measured as the
excess, if any, of the quoted market price of the Company's stock at the date of
the  grant  above  the  amount  an  employee  must  pay  to  acquire  the stock.

EARNINGS  PER  ORDINARY  SHARE                                                  

Basic  earnings  (loss) per ordinary share amounts were computed by dividing net
earnings  (loss)  after  deduction  of  dividends  on  preference  shares by the
weighted  average  number  of  ordinary  shares  outstanding  during the period.
Diluted  earnings  (loss)  per  ordinary  share  assumes  the  conversion of all
securities  that  are exercisable or convertible into ordinary shares that would
dilute  the  basic  earnings  per  ordinary  share  during  the  period.        

COMPREHENSIVE  INCOME                                                           

Statement  of  Financial  Accounting Standards No. 130, "Reporting Comprehensive
Income,"  established  standards  for the reporting and display of comprehensive
income  and  its  components,  specifically  net income and all other changes in
shareholders'  equity  except  those  resulting  from  investments  by  and     
distributions  to  shareholders.  The  Company,  which  adopted  the  standard  
beginning  January  1,  1998,  has  elected  to display comprehensive income (or
non-owner  changes  in  shareholders'  equity)  in the Consolidated Statement of
Shareholders'  Equity.                                                          

RECENT  ACCOUNTING  PRONOUNCEMENTS                                              

In  June 1998, the Financial Accounting Standards Board issued Statement No. 133
("SFAS  133"),  "Accounting  for Derivative Instruments and Hedging Activities."
SFAS  133  establishes  accounting  and  reporting  standards  for  derivative  
instruments  and  for  hedging activities.  It requires enterprises to recognize
all derivatives as either assets or liabilities in the balance sheet and measure
those  instruments  at  fair value.  The requisite accounting for changes in the
fair value of a derivative will depend on the intended use of the derivative and
the resulting designation.  The Company must adopt SFAS 133 effective January 1,
2001.  Based  on  the  Company's  outstanding derivatives contracts, the Company
believes  that  the  impact  of adopting this standard would not have a material
adverse  effect on the Company's operations or consolidated financial condition.
However,  no  assurances  can be given with regard to the level of the Company's
derivatives  activities  at the time SFAS 133 is adopted or the resulting effect
on  the  Company's  operations  or  consolidated  financial  condition.         

THE  USE  OF  ESTIMATES  IN  PREPARING  FINANCIAL  STATEMENTS                   

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the reported amounts of assets and liabilities, disclosure of contingent
assets  and  liabilities  at  the date of the financial statements, and reported
amounts  of  revenues  and expenses during the reporting period.  Actual results
could  differ  from  these  estimates.                                          

RECLASSIFICATIONS                                                               

Certain  previously  reported  financial  information  has  been reclassified to
conform  to  the  current  period's  presentation.                              

2.  ASSET  DISPOSITIONS                                                       

In  December  1998, the Company sold its Bangladesh subsidiary for cash proceeds
of $4.5 million and recognized a gain of $4.5 million in gain on sale of oil and
gas  assets.                                                                    

In  July  1998,  the  Company  and Atlantic Richfield Company ("ARCO") signed an
agreement  providing financing for the development of the Company's gas reserves
on  Block  A-18 of the Malaysia-Thailand Joint Development Area.  Under terms of
the  agreement,  consummated in August 1998, the Company sold to a subsidiary of
ARCO for $150 million one-half of the shares of the subsidiary through which the
Company owned its 50% share of Block A-18.  The Company received net proceeds of
$142 million and recorded a gain of $63.2 million in gain on the sale of oil and
gas  assets. After the sale, which resulted in a 50% ownership in the previously
wholly  owned  subsidiary,  the  Company's  remaining ownership is accounted for
using  the  equity  method.  This  investment  in  Block  A-18  is  presented in
investment  in  affiliate  at  December  31,  1999  and  1998.                  

The  agreements  also require ARCO to pay the future exploration and development
costs  attributable  to  the  Company's  and ARCO's collective interest in Block
A-18, up to $377 million or until first production from a gas field, after which
the  Company  and  ARCO  would  each  pay  50%  of  such costs.  There can be no
assurance  that  the  Company's  and  ARCO's  collective  share  of  the cost of
developing  the  project  will  not  exceed  $377  million.  Additionally,  the 
agreements  require  ARCO  to  pay the Company an additional $65 million each at
July  1,  2002, and July 1, 2005, if certain specific development objectives are
met by such dates, or $40 million each if the objectives are met within one year
thereafter.  There  can  be  no  assurance  that  the  Company  will receive any
incentive  payments.  The  agreements  provide that the Company will recover its
investment  in recoverable costs in the project, approximately $100 million, and
that  ARCO  will  recover  its  investment  in recoverable costs, on a first-in,
first-out  basis  from  the  cost-recovery  portion  of  future  production.    

In  February  1998,  the  Company sold Triton Pipeline Colombia, Inc. ("TPC"), a
wholly  owned  subsidiary  that  held  the Company's 9.6% equity interest in the
Colombian  pipeline  company, Oleoducto Central S.A. ("OCENSA"), to an unrelated
third party (the "Purchaser") for $100 million.  Net proceeds were approximately
$97.7  million.    The  sale  resulted  in  a  gain  of  $50.2  million.        

In  conjunction  with  the  sale of TPC, the Company entered into an equity swap
with a creditworthy financial institution (the "Counterparty").  The equity swap
has  a notional amount of $97 million and requires the Company to make quarterly
floating  LIBOR-based  payments  on the notional amount to the Counterparty.  In
exchange,  the  Counterparty  is  required  to  make  payments  to  the  Company
equivalent  to  97%  of  the  dividends  TPC  receives  in respect of its equity
interest  in  OCENSA.  The  equity  swap  is  carried in the Company's financial
statements  at  fair value during its term, which, as amended, will expire April
14, 2000.  The value of the equity swap in the Company's financial statements is
equal  to  97% of the estimated fair value of the shares of OCENSA owned by TPC.
Because  there  is  no  public  market  for  the  shares  of OCENSA, the Company
estimates  their  value  using  a  discounted  cash  flow  model  applied to the
distributions expected to be paid in respect of the OCENSA shares.  The discount
rate  applied  to  the estimated cash flows from the OCENSA shares is based on a
combination  of  current  market rates of interest, a credit spread for OCENSA's
debt,  and  a spread to reflect the preferred stock nature of the OCENSA shares.
During  the  years  ended  December  31,  1999 and 1998, the Company recorded an
expense  of  $6.9  million  and  $3.3  million,  respectively,  in  other income
(expense),  net,  related to the net payments made under the equity swap and its
change in fair value. Net payments made (or received) under the equity swap, and
any  fluctuations  in the fair value of the equity swap, in future periods, will
affect  other income in such periods.  There can be no assurance that changes in
interest  rates,  or in other factors that affect the value of the OCENSA shares
and/or  the equity swap, will not have a material adverse effect on the carrying
value  of  the  equity  swap.                                                   

Upon  the  expiration of the equity swap in April 2000, the Company expects that
the  Purchaser will sell the TPC shares. Under the terms of the equity swap with
the  Counterparty, upon any sale by the Purchaser of the TPC shares, the Company
will  receive from the Counterparty, or pay to the Counterparty, an amount equal
to the excess or deficiency, as applicable, of the difference between 97% of the
net proceeds from the Purchaser's sale of the TPC shares and the notional amount
of $97 million.  For example, if the Purchaser sold the TPC shares for an amount
equal  to  the  value  the  Company  has estimated for purposes of preparing its
balance  sheet as of December 31, 1999, the Company would have to make a payment
to  the Counterparty under the equity swap of approximately $8.4 million.  There
can  be no assurance that the value the Purchaser may realize in any sale of the
TPC  shares  will  equal  the  value  of the shares estimated by the Company for
purposes  of  valuing the equity swap. The Company has no right or obligation to
repurchase  the  TPC  shares at any time, but the Company is not prohibited from
offering  to  purchase  the  shares  if    the  Purchaser  offers  to sell them.

In  June  1997,  the  Company sold its Argentine subsidiary for cash proceeds of
$4.1  million  and  recognized a gain of $4.1 million in gain on sale of oil and
gas  assets.                                                                    

3.  WRITEDOWN  OF  ASSETS                                                     

Writedown  of  assets  in  1998  is  summarized  as  follows:                   

                                                                [Download Table]


                                                                             
                                                                  YEAR ENDED 
                                                                 DECEMBER 31,
                                                                     1998    
                                                                 ----------- 

Evaluated oil and gas properties (SEC ceiling test)              $  241,005  
Unevaluated oil and gas properties                                   73,890  
Other assets                                                         13,735  
                                                                 ----------- 

                                                                 $  328,630  
                                                                 =========== 

In  June  and  December 1998, the carrying amount of the Company's evaluated oil
and  gas  properties  in  Colombia  was  written  down  by $105.4 million ($68.5
million,  net  of  tax)  and  $135.6  million  ($115.9  million,  net  of  tax),
respectively,  through  application  of  the  full  cost  ceiling  limitation as
prescribed  by  the Securities and Exchange Commission ("SEC"), principally as a
result  of  a  decline in oil prices.  No adjustments were made to the Company's
reserves in Colombia as a result of the decline in prices.  The SEC ceiling test
was  calculated  using  the  June  30,  and December 31, 1998, WTI oil prices of
$14.18  per  barrel  and  $12.05  per  barrel,  respectively,  that,  after  a  
differential  for  Cusiana  crude  delivered at the port of Covenas in Colombia,
resulted  in  a  net  price  of approximately $13 per barrel and $11 per barrel,
respectively.                                                                   

In  conjunction  with  the  plan  to  restructure  operations  and  scale  back 
exploration-related  expenditures,  the  Company  assessed  its  investments  in
exploration  licenses and determined that certain investments were impaired.  As
a  result,  unevaluated  oil  and gas properties and other assets totaling $77.3
million  ($72.6  million, net of tax) were expensed in June 1998.  The writedown
included  $27.2  million  and  $22.5  million related to exploration activity in
Guatemala  and  China,  respectively.  The  remaining  writedowns related to the
Company's  exploration  projects  in  certain  other  areas  of  the  world.    

During  1998,  the  Company evaluated the recoverability of its approximate 6.6%
investment  in a Colombian pipeline company, Oleoducto de Colombia S.A. ("ODC"),
which  is  accounted  for  under  the  cost method.  Based on an analysis of the
future  cash  flows  expected  to be received from ODC, the Company expensed the
carrying  value  of  its  investment  totaling  $10.3  million.                 

4.  SPECIAL  CHARGES                                                          

In  September 1999, the Company recognized special charges totaling $2.4 million
related  to  the  transfer  of its working interest in Ecuador to a third party.

In  July  1998,  the  Company  commenced  a  plan  to  restructure the Company's
operations,  reduce  overhead  costs  and  substantially  scale  back           
exploration-related  expenditures.  The plan contemplated the closing of foreign
offices  in  four  countries, the elimination of approximately 105 positions, or
41%  of  the  worldwide  workforce,  and the relinquishment or other disposal of
several  exploration  licenses.  As  a  result of the restructuring, the Company
recognized  special  charges of $15 million during the third quarter of 1998 and
$3.3 million during the fourth quarter of 1998 for a total of $18.3 million.  Of
the  $18.3 million in special charges, $14.5 million related to the reduction in
workforce,  and  represented  the  estimated  costs  for  severance,  benefit   
continuation  and  outplacement costs, which will be paid over a period of up to
two  years  according to the severance formula. Since July 1998, the Company has
paid $13.1 million in severance, benefit continuation and outplacement costs.  A
total  of  $2.1  million  of  special  charges related to the closing of foreign
offices,  and  represented  the estimated costs of terminating office leases and
the  write-off of related assets.  The remaining special charges of $1.7 million
primarily  related to the write-off of other surplus fixed assets resulting from
the reduction in workforce.  At December 31, 1999, all of the positions had been
eliminated,  all designated foreign offices had closed and all licenses had been
relinquished, sold or their commitments renegotiated.  During the fourth quarter
of  1999,  the  Company  reversed $.7 million of the accrual associated with the
completion  of restructuring activities.  The remaining liability related to the
restructuring activities undertaken in 1998 was $1 million at December 31, 1999.

In March 1999, the Company accrued special charges of $1.2 million related to an
additional  15%  reduction  in  the  number  of  employees  resulting  from  the
Company's  continuing efforts to reduce costs.  The special charges consisted of
$1  million  for  severance, benefit continuation and outplacement costs and $.2
million related to the write-off of surplus fixed assets.  Since March 1999, the
Company has paid $.9 million in severance, benefit continuation and outplacement
costs.  At  December  31,  1999,  the  remaining  liability  related  to  the   
restructuring  activities  undertaken  in  1999  was  $.1  million.             

5.  OTHER RECEIVABLES                                                           

Other receivables consisted of the following:                           

                                                                [Download Table]


                                                                      
                                                        DECEMBER 31,  
                                                      ----------------
                                                       1999     1998  
                                                      -------  -------

Receivables from and advances to partners and others  $10,684  $ 2,007
Receivable from financial market transactions           4,861      180
Receivable from insurance                               2,300    7,800
Receivable from the forward oil sale                    1,081   31,932
Other                                                   4,888    5,837
                                                      -------  -------

                                                      $23,814  $47,756
                                                      =======  =======

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6.  PROPERTY AND EQUIPMENT                                                    

Property and equipment, at cost, are summarized as follows:     

                                                                [Download Table]

                                                               
                                                 DECEMBER 31,  
                                             ------------------
                                                1999     1998  
                                             --------  --------
Oil and gas properties, full cost method:                      

   Evaluated                                 $560,240  $543,514
   Unevaluated                                 78,527    70,836
   Support equipment and facilities           303,953   289,659
Other                                          17,535    18,790
                                             --------  --------

                                              960,255   922,799
Less accumulated depreciation and depletion   436,103   451,892
                                             --------  --------

                                             $524,152  $470,907
                                             ========  ========

The  Company  capitalized  general  and  administrative  expenses  related  to  
exploration  and development activities of $6.9 million, $20.6 million and $32.4
million  in  the  years  ended  December  31, 1999, 1998 and 1997, respectively.

7.  ACCOUNTS  PAYABLE  AND  ACCRUED  LIABILITIES                              

Accounts  payable  and  accrued  liabilities  are  summarized  as  follows:     

                                                                [Download Table]


                                                                 

                                                    DECEMBER 31, 
                                                 ----------------
                                                   1999     1998 
                                                 -------  -------
Colombian income taxes                           $14,471  $   ---
Accrued exploration and development                9,762    3,774
Equity swap                                        8,435      ---
Accrued interest payable                           7,864    8,160
Taxes other than income                            7,713    2,970
Litigation and environmental matters               3,872    2,064
Accrued special charges                            1,246    7,869
Accounts payable, principally trade                1,242    9,136
Dividends payable                                    ---    2,693
Other                                              7,971    8,307
                                                 -------  -------

                                                 $62,576  $44,973
                                                 =======  =======

8.  DEFERRED INCOME AND OTHER                                                 

In  May  1995, the Company sold 10.4 million barrels of oil from the Cusiana and
Cupiagua fields in Colombia in a forward oil sale.  Under the terms of the sale,
the Company received approximately $87 million of the approximately $124 million
net  proceeds.  In 1999, the Company received substantially all of the remaining
proceeds totaling approximately $31.9 million.  The Company has recorded the net
proceeds  as deferred income and recognizes such revenue when the barrels of oil
are  delivered  during  the  five-year period that began in June 1995. Under the
terms of the agreement, the Company must deliver to the buyer 58,425 barrels per
month  through March 1997 and 254,136 barrels per month from April 1997 to March
2000.  At  December  31,  1999  and  1998,  $8.8  million  and  $35.3  million, 
respectively,  were  recorded  as  deferred  income  and  included  in  current 
liabilities.                                                                    

During  1999, the Company acquired the Colombian entity of its former partner in
the  El Pinal field.  In addition to the working interest in the El Pinal field,
the  acquired entity has tax basis and net operating loss carryforwards ("NOLs")
totaling  approximately  $40  million,  which  the Company expects to utilize in
2000.  At  December  31, 1999, the tax affected amount of the tax basis and NOLs
($14.2  million)  was  included  in  current assets as a deferred tax asset.  In
addition,  the  Company  recorded deferred income of $10.6 million, representing
the  difference  between  the  value  of the deferred tax asset and the purchase
price.  During  2000,  the  deferred  tax  asset and the deferred income will be
reduced  as  the  tax  basis  and  NOLs  are  utilized.                         

9.  DEBT                                                                      

A  summary  of  long-term  debt  follows:                                       

                                                                [Download Table]


                                                           

                                            DECEMBER 31,   
                                         ------------------
                                           1999      1998  
                                         --------  --------

Senior Notes due 2005                    $200,000  $200,000
Senior Notes due 2002                     199,947   199,924
Term credit facility maturing 2001         13,540    22,568
Revolving credit facility maturing 1999       ---     5,000
                                         --------  --------

                                          413,487   427,492
 Less current maturities                    9,027    14,027
                                         --------  --------

                                         $404,460  $413,465
                                         ========  ========

In  April  1997,  the Company issued $400 million aggregate face value of senior
indebtedness to refinance other indebtedness.  The senior indebtedness consisted
of  $200  million face amount of 8 3/4% Senior Notes due April 15, 2002 (the    
"2002 Notes"),  at  99.942%  of  the  principal  amount  (resulting  in $199.9  
million aggregate  net  proceeds)  and $200 million face amount of 9 1/4% Senior
Notes dueApril  15, 2005 (the "2005 Notes" and, together with the 2002 Notes,   
the "SeniorNotes"),  at  100%  of the principal amount, for total aggregate net 
proceeds of$399.9  million  before deducting transaction costs of approximately 
$1 million.                                                                     

Interest  on  the  Senior Notes is payable semi-annually on April 15 and October
15.  The  Senior  Notes are redeemable at any time at the option of the Company,
in  whole  or  in part, and contain certain covenants limiting the incurrence of
certain  liens,  sale/leaseback  transactions,  and  mergers and consolidations.

In  November  1995, a subsidiary signed an unsecured term credit facility with a
bank  supported  by  a  guarantee issued by the Export-Import Bank of the United
States  ("EXIM")  for $45 million, which matures in January 2001.  Principal and
interest payments are due semi-annually on January 15 and July 15 and borrowings
bear  interest at LIBOR plus .25%, adjusted on a semi-annual basis.  At December
31,  1999,  the  Company  had  outstanding borrowings of $13.5 million under the
facility.                                                                       

In  February  2000,  the  Company  entered  into an unsecured two-year revolving
credit  facility  with  a  group  of banks, which matures in February 2002.  The
credit  facility  gives  the Company the right to borrow from time to time up to
the  amount  of  the  borrowing base determined by the banks, not to exceed $150
million.  As  of February 2000, the borrowing base was $150 million.  The credit
facility  contains  various  restrictive  covenants,  including  covenants  that
require  the  Company  to  maintain  a  ratio  of  earnings  before  interest,  
depreciation,  depletion,  amortization and income taxes to net interest expense
of  at least 2.5 to 1, and that prohibit the Company from permitting net debt to
exceed  the  product  of  3.75  times  the  Company's  earnings before interest,
depreciation,  depletion,  amortization  and  income  taxes,  in each case, on a
trailing  four  quarters  basis.                                                

The  Company  capitalizes interest on qualifying assets, principally unevaluated
oil  and  gas properties, major development projects in progress and investments
accounted for by the equity method while the investee has activities in progress
necessary  to  commence its principle operations.  Capitalized interest amounted
to  $14.5  million,  $23.2 million and $25.8 million in the years ended December
31,  1999,  1998  and  1997,  respectively.                                     

The  Company amortizes debt issue costs over the life of the borrowing using the
interest method.  Amortization related to the Company's debt issue costs was $.5
million,  $2.9 million and $2 million in the years ended December 31, 1999, 1998
and 1997, respectively.  The aggregate maturities of long-term debt for the five
years  during  the  period ending December 31, 2004, are as follows:  2000 -- $9
million;  2001 -- $4.5 million; 2002 -- $199.9 million; 2003 -- nil; and 2004 --
nil.                                                                            

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10.  INCOME  TAXES                                                              

The components of earnings (loss) from continuing operations before income taxes
and  extraordinary  item  were  as  follows:                                    

                                                                [Download Table]

                                                                   

                                    YEAR ENDED DECEMBER 31,        
                       --------------------------------------------
                         1999              1998              1997  
                       ---------        ----------        ---------
Cayman Islands         $(35,907)        $  82,995         $(12,969)
United States            (7,810)          (24,003)         (31,694)
Foreign - other         119,894          (297,601)          61,559 
                       ---------        ----------        ---------

                       $ 76,177         $(238,609)        $ 16,896 
                       =========        ==========        =========

Pursuant  to the Reorganization in March 1996, Triton, a Cayman Islands company,
became  the parent holding company of TEC, a Delaware corporation.  As a result,
the  Company's  corporate  domicile  became  the  Cayman  Islands.              

The  components  of the provision for income taxes on continuing operations were
as  follows:                                                                    

                                                                [Download Table]

                                                

                       YEAR ENDED DECEMBER 31,  
                   -----------------------------
                     1999       1998      1997  
                   --------  ---------  --------
Current:                                        
  Cayman Islands   $   ---   $    ---   $   --- 
  United States        ---        ---        (7)
  Foreign - other   20,793      4,487     3,230 
                   --------  ---------  --------

    Total current   20,793      4,487     3,223 
                   --------  ---------  --------
Deferred:                                       
  Cayman Islands       ---        ---       --- 
  United States     (1,410)     1,457    (7,929)
  Foreign - other    9,237    (57,049)   16,007 
                   --------  ---------  --------

   Total deferred    7,827    (55,592)    8,078 
                   --------  ---------  --------

     Total         $28,620   $(51,105)  $11,301 
                   ========  =========  ========


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A  reconciliation  of the differences between the Company's applicable statutory
tax  rate  and  the  Company's  effective  income  tax  rate  follows:          

                                                                [Download Table]


                                                                                 
                                                       YEAR ENDED DECEMBER 31,   
                                                      ---------------------------
                                                       1999      1998     1997   
                                                      -------  -------  ---------

Tax provision at statutory tax rate                     0.0 %    0.0 %      0.0 %
Increase (decrease) resulting from:                                              
   Net change in valuation allowance                  (15.7)%    3.9 %    263.0 %
   Foreign items without tax benefit                   18.9 %  (34.9)%     77.8 %
   Income subject to tax in excess of statutory rate   36.6 %   32.6 %     36.9 %
   Current year change in NOL/credit carryforwards     (7.6)%   (4.8)%   (356.7)%

   Temporary differences:                                                        
      Oil and gas basis adjustments                     3.3 %   25.7 %     32.5 %
      Reimbursement of pre-commerciality costs          2.3 %   (1.1)%     13.2 %
   Other                                               (0.2)%    --- %      0.2 %
                                                      -------  -------  -------- 

                                                       37.6 %   21.4 %     66.9 %
                                                      =======  =======  =========

The components of the net deferred tax asset and liability were as follows:     

                                                        [Enlarge/Download Table]


                                                                                                            

                                                   DECEMBER 31, 1999               DECEMBER 31, 1998        
                                             ------------------------------  -------------------------------
                                                                    OTHER                            OTHER  
                                                U.S.    COLOMBIA   FOREIGN      U.S.    COLOMBIA    FOREIGN 
                                             ---------  --------  ---------  ---------  ---------  ---------
Deferred tax asset:                                                                                         
  Net operating loss carryforwards           $157,558   $20,090   $  9,832   $145,475   $  7,992   $  7,219 
  Depreciable/depletable property               1,748     8,778        ---      1,252     27,730        --- 
  Credit carryforwards                          2,048       ---        ---      1,731      6,813        --- 
  Reserves                                        819       ---        ---      2,502        ---        --- 
  Other                                           176       ---        ---      1,505        ---        --- 
                                             ---------  --------  ---------  ---------  ---------  ---------

Gross deferred tax asset                      162,349    28,868      9,832    152,465     42,535      7,219 
Valuation allowances                          (72,908)   (8,778)       ---    (65,881)   (27,730)       --- 
                                             ---------  --------  ---------  ---------  ---------  ---------

Net deferred tax asset                         89,441    20,090      9,832     86,584     14,805      7,219 
                                             ---------  --------  ---------  ---------  ---------  ---------

Deferred tax liability:                                                                                     
  Depreciable/depletable property                 ---       ---    (16,509)       ---        ---    (10,454)
  Other                                        (1,213)      ---        ---       (473)       ---        --- 
                                             ---------  --------  ---------  ---------  ---------  ---------

Net deferred tax asset (liability)             88,228    20,090     (6,677)    86,111     14,805     (3,235)
Less current deferred tax asset (liability)       ---    20,090        ---        ---        ---        --- 
                                             ---------  --------  ---------  ---------  ---------  ---------

Noncurrent deferred tax asset (liability)    $ 88,228   $   ---   $ (6,677)  $ 86,111   $ 14,805   $ (3,235)
                                             =========  ========  =========  =========  =========  =========

At  December 31, 1999, the Company had NOLs and depletion carryforwards for U.S.
tax  purposes  of  $450.2 million and $20.3 million, respectively. The U.S. NOLs
expire  from  2000  through  2020  as  follows:                                 

                                                                [Download Table]


                              
                       NOLS   
                     EXPIRING 
                      BY YEAR 
                     ---------
May 2000             $  19,571
May 2001                30,389
May 2002                22,702
May 2003                20,566
May 2004                 8,263
May 2005 - May 2020    348,675
                     ---------

                     $ 450,166
                     =========

At  December  31,  1999,  the  Company's  Colombian operations and other foreign
operations  had  NOLs  and other credit carryforwards totaling $57.4 million and
$40.7  million,  respectively.    The  NOLs  expire  from  2001  through  2004. 

The  deferred  tax valuation allowance of $81.7 million at December 31, 1999, is
primarily  attributable to management's assessment of the utilization of NOLs in
the  U.S.,  the  expectation  that  other  tax credits will expire without being
utilized,  and  certain  temporary differences will reverse without a benefit to
the  Company.  The  minimum amount of future taxable income necessary to realize
the deferred tax asset is approximately $252 million and $57 million in the U.S.
and Colombia, respectively.  Although there can be no assurance the Company will
achieve  such  levels of income, management believes the deferred tax asset will
be  realized  through  income  from  its  operations.                           

If  certain  changes  in the Company's ownership should occur, there would be an
annual  limitation  on  the  amount  of  U.S. NOLs that can be utilized.  To the
extent  a  change  in  ownership  does  occur, the limitation is not expected to
materially  impact  the  utilization  of  such  carryforwards.                  

11.  EMPLOYEE  BENEFITS                                                         

PENSION  PLANS                                                                  

The  Company  has  a  defined  benefit  pension  plan covering substantially all
employees  in the United States.  The benefits are based on years of service and
the  employee's  final average monthly compensation.  Contributions are intended
to  provide  for  benefits  attributed to past and future services.  The Company
also  has a Supplemental Executive Retirement Plan ("SERP") that is unfunded and
provides  supplemental  pension benefits to a select group of management and key
employees.                                                                      

The  funding  status  of  the  plans  follows:                                  

                                                        [Enlarge/Download Table]

                                                                                           

                                                                 DECEMBER 31,              
                                                   ----------------------------------------
                                                          1999                 1998        
                                                   -------------------  -------------------
                                                    DEFINED              DEFINED           
                                                    BENEFIT     SERP     BENEFIT     SERP  
                                                     PLAN       PLAN      PLAN       PLAN  
                                                   ---------  --------  ---------  --------

Change in benefit obligation:                                                              
   Benefit obligation at beginning of year         $  6,435   $ 6,579   $  6,008   $ 6,621 
   Service cost                                         392       537        560       799 
   Interest cost                                        421       435        438       607 
   Amendments                                           ---       ---        ---       434 
   Actuarial loss/(gain)                               (750)    1,465        472       913 
   Benefits paid                                       (531)   (1,385)      (377)   (1,617)
   Curtailment gain                                     ---       ---       (666)   (1,178)
                                                   ---------  --------  ---------  --------

   Benefit obligation at end of year                  5,967     7,631      6,435     6,579 
                                                   ---------  --------  ---------  --------

Change in plan assets:                                                                     
   Fair value of plan assets at beginning of year     7,068       ---      5,531       --- 
   Actual return on plan assets                       1,971       ---      1,446       --- 
   Company contribution                                 480     1,385        468     1,617 
   Benefits paid                                       (531)   (1,385)      (377)   (1,617)
                                                   ---------  --------  ---------  --------

   Fair value of plan assets at end of year           8,988       ---      7,068       --- 
                                                   ---------  --------  ---------  --------

Reconciliation:                                                                            
   Funded status                                      3,021    (7,631)       633    (6,579)
   Unrecognized actuarial (gain)/loss                (2,999)    1,945       (908)      480 
   Unrecognized transition (asset)/obligation            (6)      527         (8)      695 
   Unrecognized prior service cost                      317       226        373       253 
                                                   ---------  --------  ---------  --------

   Prepaid/(accrued) pension cost                       333    (4,933)        90    (5,151)
                                                   ---------  --------  ---------  --------

   Adjustment for minimum liability                     ---    (1,255)       ---       --- 
                                                   ---------  --------  ---------  --------

Adjusted prepaid/(accrued) pension cost            $    333   $(6,188)  $     90   $(5,151)
                                                   =========  ========  =========  ========

The  adjustment required to recognize the minimum liability for the SERP plan at
December  31,  1999, resulted in the recognition of $.8 million as an intangible
asset  and $.5 million ($.3 million, net of tax) as a charge to accumulated     
other non-owner  changes  in  shareholder's  equity.                            

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A  summary  of  the  components  of  pension  expense  follows:                 

                                                                [Download Table]

                                                                    

                                            YEAR ENDED DECEMBER 31, 
                                           -------------------------
                                            1999      1998    1997  
                                           -------  -------  -------
Components of net periodic pension cost:                            
   Service cost                            $  929   $1,359   $  832 
   Interest cost                              856    1,045      783 
   Expected return on plan assets            (618)    (481)    (416)
   Recognized net actuarial loss/(gain)       (12)     ---      --- 
   Amortization of transition obligation      166      591      166 
   Amortization of prior service cost          83      538       67 
                                           -------  -------  -------

Net periodic pension cost                  $1,404   $3,052   $1,432 
                                           =======  =======  =======

The  projected  benefit  obligations  at  December  31,  1999 and 1998, assume a
discount  rate  of  7.75%  and  6.75%,  respectively,  and a rate of increase in
compensation  expense of 5%.  The expected long-term rate of return on assets is
9% for the defined benefit plan.  During 1998, work-force reductions resulted in
the  recognition  of  additional  prior service cost of $.2 million each for the
defined  benefit  plan and the SERP plan and additional transition obligation of
$.4  million  for  the  SERP  plan.                                             

EMPLOYEE  STOCK  OWNERSHIP  PLAN                                                

Effective  January  1, 1994, the Company amended and restated the employee stock
ownership  plan  to  form  a  401(k)  plan (the "Plan").  The Company recognizes
expense  based  on  actual amounts contributed to the Plan.  The cost recognized
for  the  Plan  was $.2 million, $.6 million and $.6 million for the years ended
December  31,  1999,  1998  and  1997,  respectively.                           

12.  SHAREHOLDERS'  EQUITY                                                      

5%  CONVERTIBLE  PREFERENCE  SHARES                                             

In  connection with the acquisition of the minority interest in Triton Europe in
1994,  the  Company  designated  a  series  of 550,000 preferred shares (522,460
shares  issued)  as  5%  Preferred  Stock,  no par value, with a stated value of
$34.41  per  share.  Pursuant to the Reorganization, Triton converted each share
of  5% Preferred Stock into one 5% Convertible Preference Share, par value $.01.
Each share of the Company's 5% Convertible Preference Shares is convertible into
one  Triton  ordinary  share  and bears a cash dividend, which has priority over
dividends  on  Triton's ordinary shares, equal to 5% per annum on the redemption
price of $34.41 per share, payable semi-annually on March 30 and September 30 of
each  year.  The  5%  Convertible  Preference  Shares  have priority over Triton
ordinary  shares upon liquidation, and may be redeemed at Triton's option at any
time  on  or  after March 30, 1998, for cash equal to the redemption price.  Any
shares  that  remain  outstanding  on  March  30,  2004, must be redeemed at the
redemption  price,  either  for  cash  or,  at  the Company's option, for Triton
ordinary  shares.  At  December  31,  1999  and  1998,  there  were  209,639  5%
Convertible  Preference  Shares outstanding and at December 31, 1997, there were
218,285  shares  outstanding.                                                   

8%  CONVERTIBLE  PREFERENCE  SHARES                                             

In  August  1998, the Company and HM4 Triton, L.P., an affiliate of Hicks, Muse,
Tate  &  Furst  Incorporated  ("Hicks  Muse"),  entered  into  a  stock purchase
agreement  (the  "Stock  Purchase  Agreement")  that provided for a $350 million
equity  investment in the Company. The investment was effected in two stages. At
the  closing  of  the  first  stage in September 1998 (the "First Closing"), the
Company issued to HM4 Triton, L.P. 1,822,500 shares of 8% Convertible Preference
Shares  for  $70  per  share (for proceeds of $116.8 million, net of transaction
costs).  Pursuant to the Stock Purchase Agreement, the second stage was effected
through  a  rights  offering  for  3,177,500 shares of 8% Convertible Preference
Shares  at  $70 per share, with HM4 Triton, L.P. being obligated to purchase any
shares  not  subscribed.  At  the closing of the second stage, which occurred on
January  4,  1999  (the  "Second  Closing"),  the  Company  issued an additional
3,177,500 8% Convertible Preference Shares for proceeds totaling $217.8 million,
net  of  closing  costs (of which, HM4 Triton, L.P. purchased 3,114,863 shares).

Each 8% Convertible Preference Share is convertible at any time at the option of
the  holder  into  four  ordinary  shares  of  the  Company  (subject to certain
antidilution  protections).  Holders  of  8%  Convertible  Preference Shares are
entitled  to receive, when and if declared by the Board of Directors, cumulative
dividends  at  a rate per annum equal to 8% of the liquidation preference of $70
per share, payable for each semi-annual period ending June 30 and December 30 of
each  year.  At  the  Company's  option, dividends may be paid in cash or by the
issuance  of  additional  whole shares of 8% Convertible Preference Shares. If a
dividend  is to be paid in additional shares, the number of additional shares to
be  issued  in payment of the dividend will be determined by dividing the amount
of  the  dividend by $70, with amounts in respect of any fractional shares to be
paid  in cash. The first dividend period was the period from January 4, 1999, to
June  30, 1999. The Company's Board of Directors elected to pay the dividend for
that  period  in  additional  shares  resulting  in  the  issuance of 196,388 8%
Convertible  Preference  Shares.  The  dividend  for  the period July 1, 1999 to
December  31,  1999  was paid in cash.  The declaration of a dividend in cash or
additional  shares  for  any period should not be considered an indication as to
whether  the Board will declare dividends in cash or additional shares in future
periods.  Holders  of 8% Convertible Preference Shares are entitled to vote with
the  holders  of ordinary shares on all matters submitted to the shareholders of
the  Company for a vote, with each 8% Convertible Preference Share entitling its
holder to a number of votes equal to the number of ordinary shares into which it
could  be  converted at that time.  At December 31, 1999 and 1998, 5,193,643 and
1,822,500  8%  Convertible  Preference  Shares  were  outstanding, respectively.

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ORDINARY  SHARES                                                                

Changes  in  issued  ordinary  shares  were  as  follows:                       

                                                                [Download Table]

                                                                           

                                             YEAR ENDED DECEMBER 31,       
                                       ------------------------------------
                                           1999        1998         1997   
                                       -----------  -----------  ----------
Balance at beginning of year           36,643,478   36,541,064   36,342,181
   Share repurchase                      (948,300)         ---          ---
   Issuances under stock plans             49,367       46,648       35,961
   Conversion of 8% preference shares      10,980          ---          ---
   Exercise of employee stock options       8,213       47,238       83,736
   Conversion of 5% preference shares         ---        8,646       29,184
   Other, net                                 (10)        (118)      50,002
                                       -----------  -----------  ----------

Balance at end of year                 35,763,728   36,643,478   36,541,064
                                       ===========  ===========  ==========


Changes  in  ordinary  shares  held  in  treasury  were  as  follows:           

                                                                [Download Table]


                                                        

                                 YEAR ENDED DECEMBER 31,
                                 -----------------------
                                  1998             1997 
                                 ------           ------
Balance at beginning of year        73               40 
   Purchase of treasury shares      64               33 
   Retirement of treasury shares  (137)             --- 
                                  -----           ------

Balance at end of year             ---               73 
                                 ======           ======

SHARE  REPURCHASE                                                               

In  April  1999,  the Company's Board of Directors authorized a share repurchase
program  enabling  the  Company to repurchase up to ten percent of the Company's
then  outstanding 36.7 million ordinary shares.  Purchases of ordinary shares by
the  Company began in April and may be made from time to time in the open market
or  through  privately  negotiated  transactions  at  prevailing  market  prices
depending on market conditions.  The Company has no obligation to repurchase any
of  its  outstanding  shares and may discontinue the share repurchase program at
management's  discretion.  As  of  December  31, 1999, the Company had purchased
948,300  ordinary  shares  for $11.3 million.  The Company canceled and returned
the repurchased ordinary shares to the status of authorized but unissued shares.
The Company's revolving credit facility entered into in February 2000, generally
does not permit the Company to repurchase its ordinary shares without the bank's
consent.                                                                        

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SHAREHOLDER  RIGHTS  PLAN                                                       

The  Company  has adopted a Shareholder Rights Plan pursuant to which preference
share  rights  attach  to  all ordinary shares at the rate of one right for each
ordinary  share.  Each right entitles the registered holder to purchase from the
Company  one one-thousandth of a Series A Junior Participating Preference Share,
par value $.01 per share ("Junior Preference Shares"), of the Company at a price
of  $120  per  one  one-thousandth  of a share of such Junior Preference Shares,
subject  to  adjustment. Generally, the rights only become distributable 10 days
following public announcement that a person has acquired beneficial ownership of
15%  or  more  of  Triton's  ordinary  shares  or  10  business  days  following
commencement  of  a  tender  offer  or  exchange  offer  for  15% or more of the
outstanding  ordinary  shares; provided that, pursuant to the terms of the plan,
any  acquisition  of  Triton  shares  by  HM4  Triton,  L.P.  or its affiliates,
including  Hicks,  Muse,  Tate  &  Furst  Incorporated,  will  not result in the
distribution  of  rights unless and until HM4 Triton, L.P.'s ownership of Triton
shares  is  reduced  below  certain  levels.                                    

If,  among  other events, any person becomes the beneficial owner of 15% or more
of  Triton's  ordinary  shares  (except  as provided with respect to HM4 Triton,
L.P.),  each  right  not  owned  by  such  person generally becomes the right to
purchase a number of ordinary shares of the Company equal to the number obtained
by  dividing  the  right's  exercise price (currently $120) by 50% of the market
price  of  the ordinary shares on the date of the first occurrence. In addition,
if  the  Company  is subsequently merged or certain other extraordinary business
transactions are consummated, each right generally becomes a right to purchase a
number  of  shares  of  common stock of the acquiring person equal to the number
obtained  by  dividing  the right's exercise price by 50% of the market price of
the  common  stock  on  the  date  of  the  first  occurrence.                  

Under certain circumstances, the Company's directors may determine that a tender
offer  or  merger  is fair to all shareholders and prevent the rights from being
exercised.  At  any  time  after  a  person or group acquires 15% or more of the
ordinary  shares  outstanding  (other than with respect to HM4 Triton, L.P.) and
prior  to  the  acquisition  by  such  person  or  group  of  50% or more of the
outstanding ordinary shares or the occurrence of an event described in the prior
paragraph,  the Board of Directors of the Company may exchange the rights (other
than  rights  owned by such person or group which will become void), in whole or
in  part, at an exchange ratio of one ordinary share, or one one-thousandth of a
Junior  Preference Share, per right (subject to adjustment). The Company has the
ability to amend the rights (except the redemption price) in any manner prior to
the  public announcement that a 15% position has been acquired or a tender offer
has been commenced. The Company will be entitled to redeem the rights at $0.01 a
right  at  any time prior to the time that a 15% position has been acquired. The
rights  will  expire  on  May  22, 2005, unless earlier redeemed by the Company.

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13.  STOCK  COMPENSATION  PLANS                                                 

STOCK  OPTION  PLANS                                                            

Options  to  purchase  ordinary shares of the Company may be granted to officers
and  employees  under  various  stock  option  plans. The exercise price of each
option  is  equal  to or greater than the market price of the Company's ordinary
shares  on  the date of grant. Grants generally become exercisable in 25% or 33%
cumulative  annual  increments  beginning one year from the date of issuance and
generally  expire  during  a  period from 5 to 10 years after the date of grant,
depending  on  terms  of  the  grant.  In  addition,  each non-employee director
receives  an  option  to  purchase  15,000 shares each year. These grants become
exercisable  at  the  date  of  the grant and expire at the end of 10 years.  At
December  31,  1999  and  1998,  shares  available  for grant were 1,019,021 and
2,521,133,  respectively.                                                       

A  summary of the status of the Company's stock option plans is presented below:

                                                        [Enlarge/Download Table]


                                                                                                        

                                           DECEMBER 31, 1999     DECEMBER 31, 1998    DECEMBER 31, 1997 
                                         -------------------- ---------------------  -------------------
                                                     WEIGHTED             WEIGHTED             WEIGHTED 
                                                      AVERAGE              AVERAGE              AVERAGE 
                                                     EXERCISE             EXERCISE             EXERCISE 
                                            SHARES     PRICE     SHARES      PRICE     SHARES    PRICE  
                                         -----------  ------- ------------  -------  ----------  -------
Outstanding at beginning of year          4,057,207   $26.51    4,449,435   $39.05   3,854,046   $38.81 
Granted                                   2,150,000    14.03    2,894,603    20.56     744,250    39.99 
Exercised                                    (8,213)   10.57      (47,238)   29.30     (83,736)   30.76 
Canceled                                   (351,138)   29.24   (3,239,593)   38.39     (65,125)   46.09 
                                         -----------          ------------          -----------         

Outstanding at end of year                5,847,856    21.78    4,057,207    26.51   4,449,435    39.05 
                                         ===========          ============          ===========         

Options exercisable at year-end           3,121,601             2,804,584            2,728,254          
Weighted average fair value of options:                                                                 
  Granted at market prices               $     2.71           $      6.12           $    16.37          
  Granted at greater than market prices        4.93                  2.84                  ---          

On  December 2, 1998, the Compensation Committee approved the grant of new stock
options  totaling  440,103  shares  with  an  exercise  price  of  $14.50  to   
substantially  all  of  its  employees.  Each participating employee was granted
options in an amount equal to one-half of any options then held by the employees
with  an  exercise  price  greater than $30.00 per share and the options with an
exercise  price  greater  than  $30.00  per  share  expired.                    

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The  following  table  summarizes information about stock options outstanding at
December  31,  1999:                                                            

                                                                [Download Table]

                                                                                 

                         OPTIONS OUTSTANDING             OPTIONS EXERCISABLE     
                --------------------------------------  -------------------------
                                  WEIGHTED                                       
   RANGE                           AVERAGE    WEIGHTED                   WEIGHTED
     OF             NUMBER        REMAINING    AVERAGE       NUMBER       AVERAGE
  EXERCISE      OUTSTANDING AT  CONTRACTUAL   EXERCISE   EXERCISABLE AT  EXERCISE
   PRICES        DEC. 31, 1999      LIFE       PRICE     DEC. 31, 1999    PRICE  
--------------  --------------  -----------  ---------  --------------  ---------

$  6.94 - 14.50     2,904,852    4.9 years   $  14.10         657,773   $  12.75 
  16.81 - 29.50     1,607,932    3.9 years      20.52       1,150,006      21.64 
  31.75 - 39.63       667,072    2.4 years      34.10         667,072      34.10 
  40.25 - 52.25       668,000    3.6 years      45.86         646,750      46.04 
                --------------                          --------------           

                    5,847,856                               3,121,601            
                ==============                          ==============           


EMPLOYEE  STOCK  PURCHASE  PLAN                                                 

The  Company  has an employee stock purchase plan that provides for the award of
ordinary  shares  to  officers  and  employees.  Under  the  terms  of the plan,
employees  can  choose each semi-annual period to have up to 15% of their annual
gross  or  base compensation withheld to purchase the Company's ordinary shares.
The  purchase  price of the stock is 85% of the lower of its beginning of period
or  end  of  period market price. Under the plan, the Company sold 49,367 shares
and  46,648  shares to employees for the years ended December 31, 1999 and 1998,
respectively.                                                                   

FAIR  VALUE  OF  STOCK  COMPENSATION                                            

The  Company  applies  Opinion  25  in accounting for its plans. Accordingly, no
compensation cost has been recognized for its fixed stock option plans and stock
purchase  plan.  Had  the  Company  elected  to  recognize  compensation expense
consistent  with the fair value-based methodology in SFAS 123, the Company's net
income  (loss)  and  earnings  (loss)  per  share  would  have  been as follows:

                                                                [Download Table]


                                                                                  

                                                        YEAR ENDED DECEMBER 31,   
                                                    ------------------------------
                                                     1999       1998       1997   
                                                    -------  ----------  ---------
Net earnings (loss) applicable to ordinary shares:                                
  As reported                                       $18,886  $(190,565)  $ (9,296)
  Pro forma                                          12,579   (200,147)   (16,802)

Basic earnings (loss) per ordinary share:                                         
  As reported                                       $  0.52  $   (5.21)  $  (0.26)
  Pro forma                                            0.35      (5.47)     (0.46)

Diluted earnings (loss) per ordinary share:                                       
  As reported                                       $  0.52  $   (5.21)  $  (0.25)
  Pro forma                                            0.35      (5.47)     (0.46)

The  fair  value of each option granted was estimated on the date of grant using
the  Black-Scholes  option-pricing  model  with  the  following weighted average
assumptions  used  for  grants  in  1999,  1998  and 1997: dividend yield of 0%;
expected  volatility  of approximately 54%, 40% and 26%, respectively; risk-free
interest  rates  of  approximately  6%, 5% and 6%, respectively; and an expected
life  of  approximately  three  to  seven  years.                               

STOCK  APPRECIATION  RIGHTS  PLAN                                               

The Company had a stock appreciation rights ("SARs") plan which granted  SARs to
non-employee  directors of the Company.  Upon exercise, SARs allow the holder to
receive  the  difference  between  the  SARs' exercise price and the fair market
value  of the ordinary shares covered by SARs on the exercise date and expire at
the  earlier  of  10  years  or  a date based on the termination of the holder's
membership  on  the  board  of  directors.  At  December 31, 1999, SARs covering
20,000  ordinary  shares,  with  an  exercise  price  of  $8.00  per share, were
outstanding.                                                                    

14.  FAIR VALUE OF FINANCIAL INSTRUMENTS, RISK MANAGEMENT                       
AND CREDIT RISK CONCENTRATIONS                                        

FAIR VALUE OF FINANCIAL INSTRUMENTS                                             

At December 31, 1999 and 1998, the Company's financial instruments included cash
and  equivalents,  short-term receivables, long-term receivables, short-term and
long-term debt, and financial market transactions.  The fair value of cash, cash
equivalents,  short-term  receivables  and short-term debt approximated carrying
values because of the short maturities of these instruments.  The fair values of
the  Company's long-term receivables and financial market transactions, based on
broker  quotes and discounted cash flows, approximated the carrying values.  The
estimated fair value of long-term debt, based on quoted market prices and market
data  for  similar instruments, was $416 million (carrying value - $413 million)
and  $397 million (carrying value - $428 million) at December 31, 1999 and 1998,
respectively.                                                                   

RISK  MANAGEMENT                                                                

Oil  and natural gas sold by the Company are normally priced with reference to a
defined  benchmark,  such  as  light,  sweet  crude  oil  traded on the New York
Mercantile  Exchange  (WTI).  Actual  prices  received  vary  from the benchmark
depending  on  quality and location differentials.  From time to time, it is the
Company's  policy to use financial market transactions, including swaps, collars
and  options,  with  creditworthy  counterparties  primarily  to  reduce  risk  
associated  with  the  pricing  of  a portion of the oil and natural gas that it
sells.  The  policy is structured to underpin the Company's planned revenues and
results  of  operations.  The  Company  does  not  enter  into  financial market
transactions  for  trading  purposes.  There can be no assurance that the use of
financial  market  transactions  will  not  result  in  losses.                 

During  the years ended December 31, 1999 and 1997, markets provided the Company
the  opportunity to realize WTI benchmark oil prices on average $6.37 per barrel
and  $2.35  per  barrel,  respectively,  above  the  WTI benchmark oil price the
Company  set  as  part  of its annual plan for the period. During the year ended
December  31,  1998,  the  Company did not have any outstanding financial market
transactions  to hedge against oil price fluctuations.  As a result of financial
and  commodity  market  transactions settled during the years ended December 31,
1999  and 1997, the Company's risk management program resulted in an average net
realization of approximately $1.65 per barrel and $.11 per barrel, respectively,
lower  than  if  the  Company  had  not  entered  into  such  transactions.     

In  anticipation  of  entering  into  the  forward oil sale, in 1995 the Company
purchased  WTI  benchmark call options to retain the ability to benefit from WTI
price  increases  above  a  weighted  average  price  of $20.42 per barrel.  The
volumes  and  expiration dates on the call options coincide with the volumes and
delivery  dates  of  the forward oil sale which will be completed in March 2000.
During  the years ended December 31, 1999, 1998 and 1997, the Company recorded a
gain  (loss)  of $6.1 million, $.4 million, and ($9.7 million), respectively, in
other  income  (expense), net, related to the change in the fair market value of
the call options.  In November 1999, the Company sold WTI benchmark call options
with  the  same  notional  quantities,  strike  price and contract period as the
remaining  call  option  contracts outstanding for a premium of $4.4 million for
the  purpose  of  realizing  the fair value of the purchased call options.  As a
result,  the  Company  has eliminated its exposure to future changes in value of
the  call  options  caused  by  fluctuations  in  oil  prices.                  

CONCENTRATION  OF  CREDIT  RISK                                                 

Financial  instruments  that are potentially subject to concentrations of credit
risk consist of cash equivalents, receivables and financial market transactions.
The  Company  places its cash equivalents and financial market transactions with
high  credit-quality  financial  institutions.  The Company believes the risk of
incurring  losses  related  to  credit  risk  is  remote.                       

The  Company sells its crude oil production from the Cusiana and Cupiagua fields
through an agreement with a third party to approximately 10 to 15 buyers located
primarily  in  the United States.  The Company does not believe that the loss of
any single customer or a termination of the agreement with the third party would
have  a  long-term  material,  adverse  effect  on  its  operations.            

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15.  OTHER  INCOME  (EXPENSE),  NET                                             

Other  income  (expense),  net  is  summarized  as  follows:                    

                                                                [Download Table]


                                                                 

                                      YEAR ENDED DECEMBER 31,    
                                     ----------------------------
                                       1999      1998     1997   
                                     --------  --------  --------

Equity swap                          $(6,858)  $(3,283)    $---  
Change in fair market value of WTI                               
    benchmark call options             6,150       366    (9,689)
Foreign exchange gain (loss)          (2,674)    2,113     9,549 
Loss provisions                       (2,250)     (750)      --- 
Gain on sale of corporate assets         443     7,593     1,414 
Other                                  1,575     2,441     1,598 
                                     --------  --------  --------

                                     $(3,614)  $ 8,480   $ 2,872 
                                     ========  ========  ========

In  1999,  1998  and  1997,  the  Company recognized a net foreign exchange gain
(loss)  of  ($2.7  million),  $2.1  million  and  $9.5  million,  respectively, 
consisting  primarily  of  noncash  adjustments  related  to  deferred  taxes in
Colombia  associated  with  devaluation  of  the  Colombian peso versus the U.S.
dollar.                                                                         

16.  EARNINGS  PER  ORDINARY  SHARE                                             

The  following table reconciles the numerators and denominators of the basic and
diluted  earnings  per  ordinary  share computation for earnings from continuing
operations  for  the  years  ended  December  31,  1999  and  1997.             

                                                        [Enlarge/Download Table]


                                                                                           
                                                                                           
                                                     INCOME        SHARES        PER-SHARE 
                                                  (NUMERATOR)   (DENOMINATOR)     AMOUNT   
                                                   ------------  ------------  ------------
YEAR ENDED DECEMBER 31, 1999:                                                              

  Net earnings                                     $     47,557                            
  Less: Accumulated dividends on                                                           
          preference shares                             (28,671)                           
                                                   ------------                            

  Earnings available to ordinary shareholders            18,886                            
          Basic earnings per ordinary share                         36,135     $    0.52   
                                                                               ============
  Effect of dilutive securities                                                            
          Stock options                                    ---          62                 
                                                   ------------  ------------              
  Earnings available to ordinary shareholders and                                          
          assumed conversions                         $  18,886                            
                                                   ============                            
          Diluted earnings per ordinary share                       36,197     $    0.52   
                                                                 ============  ============

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                                                        [Enlarge/Download Table]


                                                                                      
                                                   INCOME        SHARES      PER-SHARE
                                                 (NUMERATOR)  (DENOMINATOR)   AMOUNT  
                                                 -----------  -------------  ---------
YEAR ENDED DECEMBER 31, 1997:                                                         

Earnings before extraordinary item               $    5,595                           
Less: Accumulated dividends on                                                        
        preference shares                              (400)                          
                                                 -----------                          

Earnings available to ordinary shareholders           5,195                           
        Basic earnings per ordinary share                           36,471   $   0.14 
                                                                             =========
Effect of dilutive securities                                                         
        Stock options                                   ---            457            
        Convertible debentures                          ---             80            
                                                 -----------  -------------           
Earnings available to ordinary shareholders and                                       
        assumed conversions                      $    5,195                           
                                                 ===========                          
        Diluted earnings per ordinary share                         37,008   $   0.14 
                                                              =============  =========

For  the  year  ended December 31, 1998, the computation of diluted net loss per
ordinary  share  was antidilutive, and therefore, the amounts reported for basic
and  diluted  net  loss  per  ordinary  share  were  the  same.                 

At  December  31, 1999, 5,193,643 shares of 8% Convertible Preference Shares and
209,639  shares  of  5% Convertible Preference Shares were outstanding.  Each 8%
Convertible  Preference Share is convertible any time into four ordinary shares,
subject to adjustment in certain events. Each 5% Convertible Preference Share is
convertible  any  time into one ordinary share, subject to adjustment in certain
events.  The  8%  Convertible  Preference  Shares  and 5% Convertible Preference
Shares  were  not  included  in the computation of diluted earnings per ordinary
share  because  the  effect  of  assuming  conversion  was  antidilutive.       

17.  STATEMENTS  OF  CASH  FLOWS                                                

Supplemental  disclosures  of  cash payments and noncash investing and financing
activities  follow:                                                             

                                                                [Download Table]

                                                                       

                                              YEAR ENDED DECEMBER 31,  
                                            ---------------------------
                                              1999      1998     1997  
                                            --------  -------  --------
Cash  paid  during  the  year  for:                                    
   Interest (net of amount capitalized)      $22,810  $24,517  $133,265
   Income taxes                                5,564    4,339     4,666

Noncash financing activities:                                          
   8% Convertible preference shares issued                             
        in lieu of cash dividend             $13,747  $   ---  $    ---
   Conversion of preference shares into                                
       ordinary shares                           192      297     1,004

Cash paid for interest in 1997 included $124.8 million of interest accreted with
respect to the Senior Subordinated Discount Notes due November 1, 1997 and the  
9 3/4% Senior Subordinated Discount Notes due September 15, 2000 through the    
dates of retirement.                                                            

18.  RELATED  PARTY  TRANSACTIONS                                               

Pursuant  to a financial advisory agreement (the "Financial Advisory Agreement")
between  Triton  and Hicks, Muse & Co. Partners L.P. ("Hicks Muse Partners"), an
affiliate  of  Hicks Muse, the Company paid Hicks Muse Partners transaction fees
aggregating  approximately  $9.6  million  and  $4.4  million  for  services  as
financial advisor to the Company in connection with the First Closing and Second
Closing,  respectively,  contemplated  by  the  Stock  Purchase  Agreement.  In 
accordance  with  the terms of the Financial Advisory Agreement, the Company has
retained  Hicks  Muse  Partners as its exclusive financial advisor in connection
with  any  Sale  Transaction  (defined below) unless Hicks Muse Partners and the
Company  agree  to retain an additional financial advisor in connection with any
particular  Sale  Transaction.  The  Financial  Advisory  Agreement requires the
Company  to  pay  a  fee  to  Hicks  Muse  Partners  in connection with any Sale
Transaction  (unless  the  Chief  Executive Officer of the Company elects not to
retain  a  financial advisor) in an amount equal to the lesser of (i) the amount
of fees then charged by first-tier investment banking firms for similar advisory
services  rendered in similar transactions or (ii) 1.5% of the Transaction Value
(as defined in the Financial Advisory Agreement); provided that such fee will be
divided equally between Hicks Muse Partners and any additional financial advisor
which  the Company and Hicks Muse Partners agree will be retained by the Company
with  respect  to  any  such transaction. A "Sale Transaction" is defined as any
merger,  sale of securities representing a majority of the combined voting power
of  the Company, sale of assets of the Company representing more than 50% of the
total  market  value  of the assets of the Company and its subsidiaries or other
similar  transaction.  The  Company  is  also  required  to reimburse Hicks Muse
Partners  for  reasonable disbursements and out-of-pocket expenses of Hicks Muse
Partners  incurred  in  connection  with  its  advisory  services.              

Pursuant  to  a monitoring agreement (the "Monitoring Agreement") between Triton
and  Hicks  Muse  Partners, Hicks Muse Partners will provide financial oversight
and  monitoring services as requested by the Company and the Company will pay to
Hicks  Muse Partners an annual fee of $.5 million. In addition, the Company will
reimburse  Hicks  Muse  Partners  for reasonable disbursements and out-of-pocket
expenses  incurred  by  Hicks Muse Partners or its affiliates for the account of
the  Company  or in connection with the performance of its services.  During the
years ended December 31, 1999 and 1998, the Company paid Hicks Muse Partners $.6
million  and  $.1  million,  respectively,  under  the  terms  of the Monitoring
Agreement.                                                                      

The  Financial  Advisory  Agreement  and the Monitoring Agreement will remain in
effect  until  the  earlier of (i) September 30, 2008, or (ii) the date on which
HM4  Triton,  L.P.  and  its  affiliates  cease to own beneficially, directly or
indirectly, at least 5% of the Company's outstanding Ordinary Shares (determined
after  giving  effect  to the conversion of all 8% Convertible Preference Shares
held  by  HM4  Triton,  L.P.  and  its  affiliates).  The  Company has agreed to
indemnify  Hicks  Muse Partners with respect to liabilities incurred as a result
of  Hicks Muse Partners' performance of services for the Company pursuant to the
Financial  Advisory  Agreement  and  the  Monitoring  Agreement.                

In  1999,  the  Company  sold  its  hunting lease and related facilities to HMTF
Operating,  L.P.,  an  affiliate  of Hicks Muse, for proceeds of $.9 million and
recognized  a  gain  of  $.4  million  in  other  income  (expense),  net.      

19.  CERTAIN  FACTORS  THAT  COULD  AFFECT  FUTURE  OPERATIONS                  

Certain  information  contained  in  this  report,  as  well as written and oral
statements  made  or  incorporated by reference from time to time by the Company
and  its  representatives  in  other  reports,  filings  with the Securities and
Exchange Commission, press releases, conferences, teleconferences, or otherwise,
may  be  deemed to be "forward-looking statements" within the meaning of Section
21E  of the Securities Exchange Act of 1934 and are subject to the "Safe Harbor"
provisions  of  that  section.  Forward-looking  statements  include  statements
concerning  the  Company's and management's plans, objectives, goals, strategies
and  future  operations  and  performance  and  the  assumptions underlying such
forward-looking  statements.  When  used  in  this  document,  the  words       
"anticipates,"  "estimates,"  "expects,"  "believes,"  "intends,"  "plans,"  and
similar  expressions  are  intended to identify such forward-looking statements.
These  statements  include  information  regarding:                             

-  drilling schedules;                                                          
-  expected or planned production capacity;                                     
-  future production from the Cusiana and Cupiagua fields in Colombia, including
from the Recetor license;                                                 
-  the completion of development and commencement of production in              
Malaysia-Thailand;                                                        
-  future production of the Ceiba field in Equatorial Guinea, including volumes 
and timing of first production;                                           
-  the acceleration of the Company's exploration, appraisal and development     
activities in Equatorial Guinea;                                          
-  the Company's capital budget and future capital requirements;                
-  the Company's meeting its future capital needs;                              
-  the Company's utilization of net operating loss carryforwards and realization
of its deferred tax asset;                                                
-  the level of future expenditures for environmental costs;                    
-  the outcome of regulatory and litigation matters;                            
-  the estimated fair value of derivative instruments, including the equity     
swap; and                                                                 
-  proven oil and gas reserves and discounted future net cash flows therefrom.  

These statements are based on current expectations and involve a number of risks
and  uncertainties,  including  those  described  in  the  context  of  such    
forward-looking  statements,  as  well as those presented below.  Actual results
and  developments  could differ materially from those expressed in or implied by
such  statements  due  to  these  and  other  factors.                          

CERTAIN  FACTORS  RELATING  TO  THE  OIL  AND  GAS  INDUSTRY                    

The  markets  for  oil  and  natural gas historically have been volatile and are
likely  to  continue  to  be volatile in the future.  Oil and natural gas prices
have been subject to significant fluctuations during the past several decades in
response  to  relatively  minor  changes in the supply of and demand for oil and
natural  gas,  market  uncertainty  and a variety of additional factors that are
beyond  the control of the Company.  These factors include the level of consumer
product demand, weather conditions, domestic and foreign government regulations,
political  conditions in the Middle East and other production areas, the foreign
supply  of oil and natural gas, the price and availability of alternative fuels,
and overall economic conditions.  It is impossible to predict future oil and gas
price  movements  with  any  certainty.                                         

The  Company  follows  the  full  cost  method of accounting for exploration and
development  of  oil  and gas reserves, whereby all acquisition, exploration and
development  costs  are  capitalized.  Costs related to acquisition, holding and
initial  exploration  of  licenses  in  countries  with  no  proved reserves are
initially  capitalized,  including  internal  costs  directly  identified  with 
acquisition,  exploration and development activities.  The Company's exploration
licenses are periodically assessed for impairment on a country-by-country basis.
If  the  Company's  investment in exploration licenses within a country where no
proved  reserves are assigned is deemed to be impaired, the licenses are written
down  to  estimated  recoverable value.  If the Company abandons all exploration
efforts  in a country where no proved reserves are assigned, all acquisition and
exploration  costs  associated  with  the  country  are expensed.  The Company's
assessments  of  whether its investment within a country is impaired and whether
exploration  activities within a country will be abandoned are made from time to
time  based  on  its review and assessment of drilling results, seismic data and
other  information  it  deems  relevant.  Due  to  the  unpredictable  nature of
exploration drilling activities, the amount and timing of impairment expense are
difficult  to  predict with any certainty.  Financial information concerning the
Company's assets at December 31, 1999, including capitalized costs by geographic
area,  is  set  forth  in  note  21.                                            

The Company's oil and gas business is also subject to all of the operating risks
normally  associated  with  the  exploration  for and production of oil and gas,
including, without limitation, blowouts, explosion, uncontrollable flows of oil,
gas or well fluids,  pollution, earthquakes, formations with abnormal pressures,
labor disruptions and fires, each of which could result in substantial losses to
the  Company  due  to injury or loss of life and damage to or destruction of oil
and  gas  wells,  formations,  production  facilities  or  other properties.  In
accordance  with  customary  industry practices, the Company maintains insurance
coverage  limiting  financial  loss  resulting  from  certain of these operating
hazards.  Losses  and  liabilities arising from uninsured or underinsured events
would  reduce  revenues  and  increase  costs  to  the Company.  There can be no
assurance  that  any  insurance will be adequate to cover losses or liabilities.
The  Company  cannot  predict  the  continued  availability of insurance, or its
availability  at  premium  levels  that  justify  its  purchase.                

The  Company's  oil  and  gas  business  is  also  subject  to  laws,  rules and
regulations  in  the  countries  where  it  operates, which generally pertain to
production  control,  taxation,  environmental  and  pricing concerns, and other
matters  relating to the petroleum industry.  Many jurisdictions have at various
times  imposed  limitations  on  the  production  of  natural  gas  and  oil  by
restricting  the  rate  of flow for oil and natural gas wells below their actual
capacity.  There  can be no assurance that present or future regulation will not
adversely  affect  the  operations  of  the  Company.                           

The  Company  is subject to extensive environmental laws and regulations.  These
laws  regulate the discharge of oil, gas or other materials into the environment
and  may  require the Company to remove or mitigate the environmental effects of
the  disposal  or  release of such materials at various sites.  In addition, the
Company could be held liable for environmental damages caused by previous owners
of  its  properties  or its predecessors.  The Company does not believe that its
environmental  risks are materially different from those of comparable companies
in  the  oil  and  gas  industry.  Nevertheless,  no assurance can be given that
environmental laws and regulations will not, in the future, adversely affect the
Company's  consolidated results of operations, cash flows or financial position.
Pollution  and  similar  environmental  risks generally are not fully insurable.

CERTAIN  FACTORS  RELATING  TO  INTERNATIONAL  OPERATIONS                       

The  Company  derives  substantially  all  of  its  consolidated  revenues  from
international  operations.  Risks  inherent  in international operations include
risk  of  expropriation,  nationalization,  war,  revolution,  border  disputes,
renegotiation  or  modification  of  existing  contracts,  import,  export  and 
transportation regulations and tariffs; taxation policies, including royalty and
tax  increases  and  retroactive  tax  claims;  exchange  controls,  currency   
fluctuations  and  other  uncertainties  arising  out  of  foreign  government  
sovereignty  over  the  Company's international operations; laws and policies of
the  United  States  affecting  foreign  trade, taxation and investment; and the
possibility  of  having  to  be subject to the exclusive jurisdiction of foreign
courts  in  connection with legal disputes and the possible inability to subject
foreign  persons  to  the jurisdiction of courts in the United States.  To date,
the  Company's  international  operations  have  not been materially affected by
these  risks.                                                                   

CERTAIN  FACTORS  RELATING  TO  COLOMBIA                                        

The  Company  is  a  participant  in  significant oil and gas discoveries in the
Cusiana  and  Cupiagua  fields, located approximately 160 kilometers (100 miles)
northeast  of  Bogota,  Colombia.  Development  of  reserves  in the Cusiana and
Cupiagua  fields  is  ongoing  and  will require additional drilling.  Pipelines
connect  the  major  producing  fields  in  Colombia to export facilities and to
refineries.                                                                     

From time to time, guerrilla activity in Colombia has disrupted the operation of
oil and gas projects.  Such activity increased over the last year and appears to
be  increasing  as  political  negotiations  among  government and various rebel
groups  proceed.  In  one  recent  case, a bomb planted near the pipeline caused
OCENSA  to  halt  shipments,  which in turn caused the operator of the fields to
curtail  production  for  approximately  two  days.  Although  the  Colombian   
government,  the  Company and its partners have taken steps to maintain security
and  favorable  relations  with  the local population, there can be no assurance
that attempts to reduce or prevent guerrilla activity will be successful or that
guerrilla  activity  will  not  disrupt  operations  in  the  future.           

Colombia  is among several nations whose progress in stemming the production and
transit  of illegal drugs is subject to annual certification by the President of
the  United  States.  Although  the  President granted Colombia certification in
1999,  Colombia  was denied certification the last two years and only received a
national  interest  waiver  for  one  of those years.  There can be no assurance
that,  in the future, Colombia will receive certification or a national interest
waiver.  The  consequences of the failure to receive certification or a national
interest  waiver  generally  include  the  following:  all bilateral aid, except
anti-narcotics  and humanitarian aid, would be suspended; the Export-Import Bank
of  the  United States and the Overseas Private Investment Corporation would not
approve  financing  for  new  projects  in  Colombia;  U.S.  representatives  at
multilateral  lending  institutions  would  be required to vote against all loan
requests from Colombia, although such votes would not constitute vetoes; and the
President  of  the  United  States  and Congress would retain the right to apply
future  trade  sanctions.  Each  of  these  consequences could result in adverse
economic  consequences  in Colombia and could further heighten the political and
economic  risks  associated  with  the  Company's  operations  in Colombia.  Any
changes  in  the  holders  of  significant government offices could have adverse
consequences  on  the  Company's  relationship  with  the Colombian national oil
company  and  the Colombian government's ability to control guerrilla activities
and could exacerbate the factors relating to foreign operations discussed above.

CERTAIN  FACTORS  RELATING  TO  MALAYSIA-THAILAND                               

The Company is a partner in a significant gas exploration project located in the
Gulf  of  Thailand  approximately  450 kilometers (280 miles) northeast of Kuala
Lumpur  and  750 kilometers (470 miles) south of Bangkok as a contractor under a
production-sharing  contract  covering Block A-18 of the Malaysia-Thailand Joint
Development Area.  On October 30, 1999, the Company and the other parties to the
production-sharing  contract  for  Block  A-18  executed  a  gas sales agreement
providing  for  the sale of the first phase of gas. Under terms of the gas sales
agreement,  delivery  of  gas  is  scheduled  to  begin by the end of the second
quarter  of  2002,  following timely completion and approval of an environmental
impact  assessment  associated  with  the  buyers'  pipeline  and  processing   
facilities. No assurance can be given as to when such approval will be obtained.
A  lengthy  approval  process,  or  significant opposition to the project, could
delay  construction  and  the  commencement  of  gas  sales.                    

In  connection with the sale to ARCO of one-half of the shares through which the
Company  owned  its  interest  in  Block  A-18,  ARCO  agreed  to pay the future
exploration  and  development  costs  attributable  to  the Company's and ARCO's
collective  interest in Block A-18, up to $377 million or until first production
from  a  gas  field, after which the Company and ARCO would each pay 50% of such
costs.  There can be no assurance that the Company's and ARCO's collective share
of  the  cost  of developing the project will not exceed $377 million. ARCO also
agreed  to  pay  the Company certain incentive payments if certain criteria were
met.  The first $65 million in incentive payments is conditioned upon having the
production  facilities for the sale of gas from Block A-18 completed by June 30,
2002.  If  the  facilities are completed after June 30, 2002 but before June 30,
2003,  the  incentive  payment  would  be  reduced  to  $40  million.  A lengthy
environmental  approval  process, or unanticipated delays in construction of the
facilities,  could result in the Company's receiving a reduced incentive payment
or  possibly  the complete loss of the first incentive payment. In addition, the
Company  has  agreed  to share with ARCO some of the risk that the environmental
approval might be delayed by agreeing to pay to ARCO $1.25 million per month for
each  month,  if  applicable,  that first gas sales are delayed beyond 30 months
following  the  commitment  to  an  engineering,  procurement  and  construction
contract  for  the  project.  The Company's obligation is capped at 24 months of
these  payments.                                                                

INFLUENCE  OF  HICKS  MUSE                                                      

In  connection  with  the  issuance  of  8% Convertible Preference Shares to HM4
Triton,  L.P.,  the  Company  and  HM4  Triton, L.P. entered into a shareholders
agreement  (the "Shareholders Agreement") pursuant to which, among other things,
the  size  of  the  Company's Board of Directors was set at ten, and HM4 Triton,
L.P.  exercised  its  right  to  designate  four  out of such ten directors. The
Shareholders  Agreement  provides  that,  in  general, for so long as the entire
Board of Directors consists of ten members, HM4 Triton, L.P. (and its designated
transferees, collectively) may designate four nominees for election to the Board
of  Directors. The right of HM4 Triton, L.P. (and its designated transferees) to
designate  nominees  for  election to the Board will be reduced if the number of
ordinary shares held by HM4 Triton, L.P. and its affiliates (assuming conversion
of  8%  Convertible Preference Shares into ordinary shares) represents less than
certain  specified  percentages  of  the  number  of  ordinary  shares (assuming
conversion  of  8% Convertible Preference Shares into ordinary shares) purchased
by  HM4  Triton,  L.P.  pursuant  to  the  Stock  Purchase  Agreement.          

The  Shareholders  Agreement  provides that, for so long as HM4 Triton, L.P. and
its  affiliates  continue  to  hold  a certain minimum number of ordinary shares
(assuming  conversion of 8% Convertible Preference Shares into ordinary shares),
the  Company  may  not  take  certain actions without the consent of HM4 Triton,
L.P.,  including (i) amending its Articles of Association or the terms of the 8%
Convertible  Preference  Shares  with  respect  to  the voting powers, rights or
preferences  of  the  holders of 8% Convertible Preference Shares, (ii) entering
into  a  merger  or  similar  business  combination  transaction, or effecting a
reorganization,  recapitalization  or  other  transaction  pursuant  to  which a
majority  of  the  outstanding  ordinary shares or any 8% Convertible Preference
Shares  are exchanged for securities, cash or other property, (iii) authorizing,
creating  or  modifying  the  terms  of any series of securities that would rank
equal  to  or  senior  to  the 8% Convertible Preference Shares, (iv) selling or
otherwise disposing of assets comprising in excess of 50% of the market value of
the  Company,  (v)  paying  dividends on ordinary shares or other shares ranking
junior  to the 8% Convertible Preference Shares, other than regular dividends on
the  Company's  5% Convertible Preference Shares, (vi) incurring or guaranteeing
indebtedness  (other than certain permitted indebtedness), or issuing preference
shares,  unless the Company's leverage ratio at the time, after giving pro forma
effect  to  such  incurrence or issuance and to the use of the proceeds, is less
than  2.5  to  1,  (vii)  issuing additional shares of 8% Convertible Preference
Shares,  other  than  in  payment of accumulated dividends on the outstanding 8%
Convertible  Preference  Shares,  (viii)  issuing  any shares of a class ranking
equal  or  senior  to  the  8%  Convertible Preference Shares, (ix) commencing a
tender  offer or exchange offer for all or any portion of the ordinary shares or
(x)  decreasing  the  number  of  shares designated as 8% Convertible Preference
Shares.                                                                         

As  a result of HM4 Triton, L.P.'s ownership of 8% Convertible Preference Shares
and  ordinary  shares  and  the  rights  conferred upon HM4 Triton, L.P. and its
designees  pursuant  to  the  Shareholder  Agreement,  HM4  Triton,  L.P.  has  
significant  influence  over  the  actions  of  the  Company and will be able to
influence,  and  in  some  cases determine, the outcome of matters submitted for
approval  of  the  shareholders.  The  existence  of  HM4  Triton,  L.P.  as  a 
shareholder  of  the  Company  may  make  it more difficult for a third party to
acquire,  or discourage a third party from seeking to acquire, a majority of the
outstanding  ordinary  shares.  A third party would be required to negotiate any
such  transaction with HM4 Triton, L.P. and the interests of HM4 Triton, L.P. as
a  shareholder  may be different from the interests of the other shareholders of
the  Company.                                                                   

POSSIBLE  FUTURE  ACQUISITIONS                                                  

The Company's strategy includes the possible acquisition of additional reserves,
including  through  possible future business combination transactions. There can
be  no  assurance  as  to  the  terms  upon which any such acquisitions would be
consummated  or  as  to  the  affect  any  such  transactions  would have on the
Company's  financial  condition  or results of operations. Such acquisitions, if
any,  could  involve  the  use  of  the  Company's  cash, or the issuance of the
Company's  debt  or equity securities, which could have a dilutive effect on the
current  shareholders.                                                          

COMPETITION                                                                     

The  Company  encounters  strong competition from major oil companies (including
government-owned  companies),  independent  operators  and  other  companies for
favorable  oil  and  gas concessions, licenses, production-sharing contracts and
leases,  drilling  rights and markets.  Additionally, the governments of certain
countries  in  which  the  Company  operates  may,  from  time  to  time,  give 
preferential  treatment to their nationals.  The oil and gas industry as a whole
also  competes  with  other  industries  in  supplying  the  energy  and  fuel  
requirements  of  industrial,  commercial and individual consumers.  The Company
believes  that the principal means of competition in the sale of oil and gas are
product  availability,  price  and  quality.                                    

MARKETS                                                                         

Crude oil, natural gas, condensate, and other oil and gas products generally are
sold  to  other oil and gas companies, government agencies and other industries.
The  availability  of  ready markets for oil and gas that might be discovered by
the  Company and the prices obtained for such oil and gas depend on many factors
beyond  the  Company's  control,  including  the  extent of local production and
imports  of  oil  and  gas,  the  proximity  and capacity of pipelines and other
transportation facilities, fluctuating demands for oil and gas, the marketing of
competitive  fuels,  and  the  effects of governmental regulation of oil and gas
production  and  sales.  Pipeline  facilities  do  not exist in certain areas of
exploration  and,  therefore, any actual sales of discovered oil or gas might be
delayed  for  extended  periods  until  such  facilities  are  constructed.     

LITIGATION                                                                      

The outcome of litigation and its impact on the Company are difficult to predict
due  to  many  uncertainties,  such as jury verdicts, the application of laws to
various  factual  situations,  the actions that may or may not be taken by other
parties  and the availability of insurance.  In addition, in certain situations,
such  as  environmental  claims,  one  defendant  may  be  responsible  for  the
liabilities  of  other  parties. Moreover, circumstances could arise under which
the  Company  may  elect  to  settle claims at amounts that exceed the Company's
expected  liability  for  such  claims in an attempt to avoid costly litigation.
Judgments  or  settlements  could,  therefore,  exceed  any  reserves.          

20.  COMMITMENTS  AND  CONTINGENCIES                                            

For  internal  planning purposes, the Company's capital spending program for the
year  ending  December  31,  2000,  is  approximately  $191  million,  excluding
capitalized  interest  and  acquisitions,  of  which  approximately $122 million
relates  to  exploration  and  development  activities in Equatorial Guinea, $58
million  relates  to the Cusiana and Cupiagua fields in Colombia and $11 million
relates  to  the  Company's  exploration activities in other parts of the world.

During  the  normal  course  of business, the Company is subject to the terms of
various  operating  agreements  and  capital  commitments  associated  with  the
exploration  and  development of its oil and gas properties.  It is management's
belief  that  such  commitments, including the capital requirements in Colombia,
Equatorial  Guinea  and  other  parts  of the world discussed above, will be met
without  any material adverse effect on the Company's operations or consolidated
financial  condition.                                                           

The  Company  leases  office space, other facilities and equipment under various
operating  leases expiring through 2005.  Total rental expense was $1.3 million,
$2.1  million  and  $2  million  for the years ended December 31, 1999, 1998 and
1997,  respectively.  At  December 31, 1999, the minimum payments required under
terms  of  the leases are as follows 2000 -- $1.5 million; 2001 -- $1.6 million;
2002 -- $1.6 million; 2003 -- $1.6 million; 2004 -- $1.6 million; and thereafter
$1  million.                                                                    

GUARANTEES                                                                      

At  December  31, 1999, the Company had guaranteed the performance of a total of
$16.4  million  in  future  exploration  expenditures  to  be  incurred  through
September 2001 in various countries.  A total of approximately $6 million of the
exploration  expentitures  are  included  in  the  2000 capital spending program
related  to  a  commitment  for  two onshore exploratory wells in Greece.  These
commitments  are  backed  primarily by unsecured letters of credit.  The Company
also  had guaranteed loans of approximately $1.4 million, which expire September
2000,  for  a  Colombian  pipeline  company,  ODC,  in  which the Company has an
ownership  interest.                                                            

ENVIRONMENTAL  MATTERS                                                          

The  Company  is subject to extensive environmental laws and regulations.  These
laws  regulate the discharge of oil, gas or other materials into the environment
and  may  require the Company to remove or mitigate the environmental effects of
the disposal or release of such materials at various sites. The Company believes
that  the  level  of  future  expenditures  for environmental matters, including
clean-up  obligations, is impracticable to determine with a precise and reliable
degree  of  accuracy.  Management  believes  that  such  costs,  when  finally  
determined,  will not have a material adverse effect on the Company's operations
or  consolidated  financial  condition.                                         

LITIGATION                                                                      

In  July through October 1998, eight lawsuits were filed against the Company and
Thomas  G.  Finck  and  Peter  Rugg,  in  their capacities as Chairman and Chief
Executive  Officer  and Chief Financial Officer, respectively. The lawsuits were
filed  in  the  United  States District Court for the Eastern District of Texas,
Texarkana  Division,  and  have  been  consolidated and are styled In re: Triton
Energy  Limited  Securities Litigation. In November 1999, the plaintiffs filed a
consolidated complaint. It alleges violations of Sections 10(b) and 20(a) of the
Securities  Exchange  Act  of  1934,  as  amended,  and  Rule  10b-5 promulgated
thereunder,  in connection with disclosures concerning the Company's properties,
operations, and value relating to a prospective sale of the Company or of all or
a  part  of  its  assets. The lawsuits seek recovery of an unspecified amount of
compensatory  damages,  fees  and  costs.  In  the  consolidated  complaint, the
plaintiffs  abandoned  a  claim  for  negligent  misrepresentation  and punitive
damages  that had previously been asserted in one of the eight individual suits.

     In September 1999, the court granted the plaintiffs' motion for appointment
as  lead  plaintiffs  and  for approval of selection of lead counsel. In October
1999,  the  defendants filed a motion to dismiss the claims alleged in the eight
individual  suits,  and  in  December 1999, the defendants filed a supplement to
their  motion  to dismiss to address the plaintiffs' consolidated complaint. The
Company's  motion,  as  supplemented,  is  currently  pending.                  

The  Company  believes  its  disclosures  have  been  accurate  and  intends  to
vigorously  defend  these actions. There can be no assurance that the litigation
will be resolved in the Company's favor. An adverse result could have a material
adverse  effect  on  the  Company's financial position or results of operations.

In  November  1999,  a  lawsuit  was  filed  against the Company, and one of its
subsidiaries  and  Thomas  G.  Finck,  Peter Rugg and Robert B. Holland, III, in
their  capacities as officers of the Company, in the District Court of the State
of  Texas  for  Dallas  County.  The lawsuit is styled Aaron Sherman, et al. vs.
Triton Energy Corporation et al. and seeks an unspecified amount of compensatory
and punitive damages and interest. The lawsuit alleges as causes of action fraud
and  negligent  misrepresentation  in connection with disclosures concerning the
prospective  sale  by  the  Company  of  all or a substantial part of its assets
announced  in  March  1998.  The  Company's date to answer has not yet run.  Its
subsidiary  has  filed  various motions to dispose of the lawsuit on the grounds
that the plantiffs do not have standing.  The Court has ordered the plantiffs to
replead  and  has  stayed  discovery  pending  its  further  orders.            
In  August  1997,  the  Company  was  sued in the Superior Court of the State of
California  for  the  County  of  Los  Angeles,  by  David  A.  Hite,  Nordell  
International  Resources  Ltd.,  and  International  Veronex Resources, Ltd. The
action  has  since  been  removed  to  the  United States District Court for the
Central  District of California. The Company and the plaintiffs were adversaries
in  a 1990 arbitration proceeding in which the interest of Nordell International
Resources  Ltd.  in  the  Enim oil field in Indonesia was awarded to the Company
(subject  to  a  5% net profits interest for Nordell) and Nordell was ordered to
pay  the  Company  nearly  $1  million.  The arbitration award was followed by a
series  of  legal  actions by the parties in which the validity of the award and
its  enforcement were at issue.  As a result of these proceedings, the award was
ultimately  upheld  and  enforced.  The current suit alleges that the plaintiffs
were  damaged  in  amounts  aggregating  $13  million  primarily  because of the
Company's  prosecution  of  various claims against the plaintiffs as well as its
alleged  misrepresentations,  infliction  of  emotional  distress,  and improper
accounting  practices.  The  suit  seeks specific performance of the arbitration
award,  damages  for  alleged fraud and misrepresentation in accounting for Enim
field operating results, an accounting for Nordell's 5% net profit interest, and
damages  for emotional distress and various other alleged torts.  The suit seeks
interest,  punitive damages and attorneys fees in addition to the alleged actual
damages. In August 1998, the district court dismissed all claims asserted by the
plaintiffs  other  than  claims for malicious prosecution and abuse of the legal
process,  which the court held could not be subject to a motion to dismiss.  The
abuse  of process claim was later withdrawn, and the damages sought were reduced
to  approximately  $700,000  (not  including  punitive damages). The lawsuit was
tried  and  the  jury found in favor of the plaintiffs and assessed compensatory
damages against the Company in the amount of approximately $700,000 and punitive
damages  in the amount of approximately $11 million. The Company believes it has
acted  appropriately  and  intends  to  appeal  the  verdict.                   

The  Company  is  subject  to certain other litigation matters, none of which is
expected  to  have  a  material,  adverse  effect on the Company's operations or
consolidated  financial  condition.                                             

21.  GEOGRAPHIC  INFORMATION                                                    

Triton's  operations  are  primarily  related  to  crude  oil  and  natural  gas
exploration  and  production. The Company's principal properties, operations and
oil  and  gas reserves are located in Colombia, Malaysia-Thailand and Equatorial
Guinea.  The  Company is exploring for oil and gas in these areas, as well as in
southern  Europe,  Africa  and the Middle East.  All sales are currently derived
from  oil  and  gas  production  in  Colombia.  Financial  information about the
Company's  operations  by  geographic  area  is  presented  below:              

                                                        [Enlarge/Download Table]

                                                                                                                 

                                                                                           CORPORATE             
                                                       MALAYSIA-  EQUATORIAL                  AND                
                                            COLOMBIA   THAILAND     GUINEA    EXPLORATION    OTHER      TOTAL    
                                            ---------  ---------  ----------  -----------  ---------  ---------- 
YEAR  ENDED  DECEMBER  31,  1999:                                                                                
  Sales and other operating revenues        $ 247,878  $     ---  $    ---    $     ---    $     ---  $  247,878 
  Operating income (loss)                     115,877        ---      (469)      (7,214)     (16,334)     91,860 
  Depreciation, depletion and amortization     59,728        ---        16          144        1,455      61,343 
  Capital expenditures and investments         79,889      8,453    19,968       12,419          754     121,483 
  Assets                                      476,543     93,188    37,229       85,250      282,265     974,475 

YEAR ENDED DECEMBER 31, 1998:                                                                                    
  Sales and other operating revenues        $ 160,881   $ 63,237   $   ---    $   4,500    $     ---  $  228,618 
  Operating income (loss)                    (220,697)    62,538      (124)     (79,703)     (39,360)   (277,346)
  Depreciation, depletion and amortization     53,641         49         1          175        4,945      58,811 
  Writedown of assets                         251,312        ---       ---       76,664          654     328,630 
  Capital expenditures and investments        106,624     25,319     5,913       41,603          756     180,215 
  Assets                                      468,533     84,735    10,766       78,086      112,160     754,280 

YEAR ENDED DECEMBER 31, 1997:                                                                                    
  Sales and other operating revenues        $ 145,419   $    ---   $   ---    $   4,077    $     ---  $  149,496 
  Operating income (loss)                      59,719       (536)      (42)      (6,270)     (20,167)     32,704 
  Depreciation, depletion and amortization     31,186         60       ---          505        5,077      36,828 
  Capital expenditures and investments        129,589     37,328     4,471       43,371        4,457     219,216 
  Assets                                      712,512    148,780     4,841      105,720      126,186   1,098,039 


During  1998,  the Company sold one-half of the shares of the subsidiary through
which the Company owned its 50% share of Block A-18 resulting in a gain of $63.2
million  which  is  included  in  Malaysia-Thailand  sales  and  other operating
revenues  and  operating income (loss).  See note 2 - Asset Dispositions.  After
the  sale,  which  resulted  in  a  50% ownership in the previously wholly owned
subsidiary,  the Company's remaining ownership is accounted for using the equity
method.  This  investment in Block A-18 is presented in Malaysia-Thailand assets
at  December  31,  1999  and  1998.                                             

Colombia  operating income (loss) for the year ended December 31, 1998, included
a  SEC  full  cost  ceiling limitation writedown of $241 million.  Additionally,
Exploration  operating  income  (loss)  included  writedowns  of  oil  and  gas 
properties  and  other assets totaling $76.7 million for the year ended December
31,  1998.                                                                      

At December 31, 1999, corporate assets were principally cash and equivalents and
the  U.S.  deferred tax asset. Exploration assets included  $41.6 million, $17.6
million,  $16.5  million and $8.4 million in Italy, Greece, Oman and Madagascar,
respectively.                                                                   

22.  QUARTERLY FINANCIAL DATA (UNAUDITED)                                       

The  Company  has  revised  its  method  pursuant  to  which  it  accounts  for 
accumulated  dividends on preference shares for purposes of determining earnings
applicable  to  ordinary shares and earnings per share. The Company has included
the  dividends  accumulated  during  each  quarter  in respect of its preference
shares,  whether or not declared for purposes of arriving at earnings applicable
to  ordinary  shares,  rather  than  including accumulated dividends only in the
quarter  when  a dividend is declared. This revision does not affect any balance
sheet item or net earnings. The basic earnings (loss) per ordinary share amounts
previously  reported were $0.05, $(0.08), $0.32 and $0.24 for the first, second,
third  and  fourth  quarters in 1999, respectively.  The diluted earnings (loss)
per  ordinary  share  amounts previously reported were $0.03, $(0.08), $0.20 and
$0.23  for  the  first, second, third and fourth quarters in 1999, respectively.
The  basic  earnings  (loss) per ordinary share amounts previously reported were
$1.29  and  $(3.55)  for  the  third  and  fourth  quarters in 1998. The diluted
earnings  (loss)  per  ordinary share amount previously reported was $(3.55) for
the  fourth  quarter  in  1998.   There were no changes to earnings per ordinary
share  for  other  periods  presented.                                          

                                                        [Enlarge/Download Table]

                                                                                        

                                                             QUARTER                    
                                             -------------------------------------------
                                               FIRST     SECOND     THIRD      FOURTH   
                                             ---------  ----------  --------  ----------
YEAR ENDED DECEMBER 31, 1999:                                                           
  Sales and other operating revenues         $ 49,170   $  59,622   $ 67,295  $  71,791 
  Gross profit                                 14,823      25,151     32,349     46,082 
  Net earnings                                  1,887      10,883     11,762     23,025 
  Basic earnings (loss) per ordinary share      (0.14)       0.11       0.12       0.44 
  Diluted earnings (loss) per ordinary share    (0.14)       0.11       0.12       0.40 
  Investment in affiliate                      86,704      88,179     91,008     93,188 

YEAR ENDED DECEMBER 31, 1998:                                                           
  Sales and other operating revenues         $ 36,175   $  36,378   $105,862  $  50,203 
  Gross profit (loss)                           8,409    (180,179)    73,751   (134,350)
  Net earnings (loss)                          42,912    (150,062)    47,208   (127,562)
  Basic earnings (loss) per ordinary share       1.17       (4.10)      1.29      (3.56)
  Diluted earnings (loss) per ordinary share     1.16       (4.10)      1.28      (3.56)
  Investment in affiliate                         ---         ---     82,511     84,735 

Gross  profit  (loss)  is  comprised  of sales and other operating revenues less
operating  expenses,  depreciation,  depletion  and amortization, and writedowns
pertaining  to  operating  assets.  Gross profit for the fourth quarter of 1999 
included a non-recurring credit issued by OCENSA in February 2000 totaling $4.2 
million.  The credit to pipeline tariffs resulted from OCENSA's compliance      
with a Colombian government decree in December 1999 that reduced its 1999       
noncash expenses.                                                               

23.  OIL  AND  GAS  DATA  (UNAUDITED)                                           

The  following tables provide additional information about the Company's oil and
gas  exploration  and  production  activities.  The oil and gas data reflect the
Company's  proportionate  interest  in  Block A-18 on an equity investment basis
since the sale of one-half of the subsidiary through which the Company owned its
50%  share  of  Block  A-18  in  August  1998.                                  

RESULTS  OF  OPERATIONS                                                         

The  results  of  operations  for oil- and gas-producing activities, considering
direct  costs  only,  follow:                                                   

                                                                [Download Table]


                                              
                                      COLOMBIA
                                      --------

YEAR  ENDED  DECEMBER  31,  1999:             
        Revenues                      $247,878
        Costs:                                
          Production costs              68,130
          General operating expenses     3,954
          Depletion                     59,512
          Income tax expense            42,083
                                      --------

        Results of operations         $ 74,199
                                      ========

                                                                [Download Table]


                                                                                 
                                                  MALAYSIA-              TOTAL   
                                       COLOMBIA   THAILAND    OTHER    WORLDWIDE 
                                      ---------  ---------  ---------  --------- 
YEAR  ENDED  DECEMBER  31,  1998:                                                
        Revenues                      $ 160,881  $  63,237  $   4,500  $ 228,618 
        Costs:                                                                   
          Production costs               73,546        ---        ---     73,546 
          General operating expenses      2,460        ---        ---      2,460 
          Depletion                      53,304        ---        ---     53,304 
          Writedown of assets           251,312        ---     76,664    327,976 
          Income tax benefit            (76,048)       ---    (22,527)   (98,575)
                                      ---------- ---------  ---------- ----------

        Results of operations         $(143,693) $  63,237  $ (49,637) $(130,093)
                                      ========== =========  ========== ==========

                                                                [Download Table]

                                                                  

                                                           TOTAL  
                                      COLOMBIA   OTHER   WORLDWIDE
                                      --------  -------  ---------
YEAR  ENDED  DECEMBER  31,  1997:                                 
        Revenues                      $145,419  $ 4,077  $ 149,496
        Costs:                                                    
          Production costs              51,357      ---     51,357
          General operating expenses     2,886      ---      2,886
          Depletion                     30,729      ---     30,729
          Income tax expense            22,167    1,223     23,390
                                      --------  -------  ---------

        Results of operations         $ 38,280  $ 2,854  $  41,134
                              ========  =======  =========                      

Malaysia-Thailand revenues for the year ended December 31, 1998, included a gain
of  $63.2  million  from  the  sale  of one-half of the shares of the subsidiary
through which the Company owned its 50% share of Block A-18.  Other revenues for
the  years ended December 31, 1998 and 1997, included gains of $4.5 million, and
$4.1  million from the sale of the Company's Bangladesh subsidiary and Argentine
subsidiary,  respectively.                                                      

Depletion  includes  depreciation on support equipment and facilities calculated
on  the  unit-of-production  method.                                            

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COSTS  INCURRED  AND  CAPITALIZED  COSTS                                        

The costs incurred in oil and gas acquisition, exploration and development      
activities and related  capitalized costs follow:                               

                                                                [Download Table]


                                                                          
                                              EQUATORIAL           TOTAL  
                                     COLOMBIA   GUINEA    OTHER  WORLDWIDE
                                     --------  -------   ------  ---------
DECEMBER  31,  1999:                                                      
  Costs  incurred:                                                        
    Property acquisition             $  6,400  $   ---  $    20  $  6,420 
    Exploration                           155   23,631   13,051    36,837 
    Development                        80,782      ---      ---    80,782 
  Depletion per equivalent                                                
    barrel of production                 3.80      ---      ---      3.80 

  Cost of properties at year-end:                                         
    Unevaluated                      $    ---  $ 5,772  $72,755  $ 78,527 
                                     ========  =======  =======  ======== 

    Evaluated                        $530,947  $28,613  $   680  $560,240 
                                     ========  =======  =======  ======== 

    Support equipment and                                                 
      facilities                     $303,244  $   709  $   ---  $303,953 
                                     ========  =======  =======  ======== 
  Accumulated depletion and                                               
    depreciation at year-end         $419,651  $   ---  $   680  $420,331 
                                     ========  =======  =======  ======== 

                                                        [Enlarge/Download Table]


                                                                                      

                                             MALAYSIA-  EQUATORIAL           TOTAL    
                                   COLOMBIA  THAILAND     GUINEA     OTHER   WORLDWIDE
                                   --------  ---------  ----------  -------  ---------
DECEMBER  31,  1998:                                                                  
  Costs  incurred:                                                                    
    Property acquisition           $    ---  $     ---  $      ---  $   500  $    500 
    Exploration                       2,886     17,739       5,913   43,153    69,691 
    Development                      83,088      1,026         ---      ---    84,114 
  Depletion per equivalent                                                            
    barrel of production               4.07        ---         ---      ---      4.07 

  Cost of properties at year-end:                                                     
    Unevaluated                    $    ---  $     ---  $   10,754  $60,082  $ 70,836 
                                   ========  =========  ==========  =======  ======== 

    Evaluated                      $467,147  $     ---  $      ---  $76,367  $543,514 
                                   ========  =========  ==========  =======  ======== 

    Support equipment and                                                             
      facilities                   $289,659  $     ---  $      ---  $   ---  $289,659 
                                   ========  =========  ==========  =======  ======== 
  Accumulated depletion and                                                           
    depreciation at year-end       $360,324  $     ---  $      ---  $76,367  $436,691 
                                   ========  =========  ==========  =======  ======== 

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                                              MALAYSIA-  EQUATORIAL        TOTAL     
                                   COLOMBIA   THAILAND      GUINEA   OTHER  WORLDWIDE
                                   --------  ---------  ----------  ------  ---------
DECEMBER  31,  1997:                                                                 
  Costs  incurred:                                                                   
    Property acquisition           $    ---  $     ---  $    1,500  $ 1,628 $   3,128
    Exploration                       7,583     36,373       2,971   44,893    91,820
    Development                      62,251        187         ---      ---    62,438
  Depletion per equivalent                                                           
    barrel of production               3.67        ---         ---      ---      3.67

  Cost of properties at year-end:                                                    
    Unevaluated                    $  2,172  $  30,327  $    4,841  $93,286  $130,626
                                   ========  =========  ==========  =======  ========

    Evaluated                      $396,774  $ 114,243  $      ---  $ 7,563  $518,580
                                   ========  =========  ==========  =======  ========

    Support equipment and                                                            
      facilities                   $250,193  $     ---  $      ---  $   ---  $250,193
                                   ========  =========  ==========  =======  ========
  Accumulated depletion and                                                          
    depreciation at year-end       $ 66,250  $     ---  $      ---  $ 7,563  $ 73,813
                                   ========  =========  ==========  =======  ========


A  summary  of  costs  excluded  from  depletion  at  December 31, 1999,        
by year incurred  follows:                                                      

                                                                [Download Table]

                                                                        
                                          DECEMBER 31,                  
                                ----------------------------------------
                        TOTAL     1999     1998     1997  1996 AND PRIOR
                      --------  -------  -------  ------- --------------

Property acquisition  $  2,820  $    20  $   500  $ 1,700  $        600 
Exploration             93,258   29,697   34,394   16,008        13,159 
Capitalized interest    11,062    6,587    2,971    1,383           121 
                      --------  -------  -------  -------  ------------ 

    Total worldwide   $107,140  $36,304  $37,865  $19,091  $     13,880 
                      ========  =======  =======  =======  ============ 

The  Company  excludes  from  its depletion computation property acquisition and
exploration  costs  of  unevaluated properties and major development projects in
progress.  The  excluded  costs  include  $34.4  million ($28.6 million and $5.8
million  classified  as  evaluated  and  unevaluated, respectively) which relate
primarily  to  the  Ceiba field in Equatorial Guinea that will become depletable
once  production  begins,  currently estimated for year end 2000.  Additionally,
excluded  costs include exploration costs of $34.6 million, $16.8 million, $11.8
million  and  $8.4  million in Italy, Greece, Oman and Madagascar, respectively,
where  there  are  no  proved  reserves  at December 31, 1999. At this time, the
Company  is  unable to predict either the timing of the inclusion of these costs
and  any  related  oil  and  gas  reserves in its depletion computation or their
potential  future  impact  on  depletion  rates.  Drilling  or other exploration
activities  are  being  conducted  in  each  of  these  cost  centers.          

The  Company's share of costs incurred for Block A-18 were $8.2 million and $3.2
million  for  the  years  ended  December  31, 1999 and 1998, respectively.  Net
capitalized  costs were $90.2 million and $85.2 million at December 31, 1999 and
1998,  respectively.                                                            

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OIL  AND  GAS RESERVE DATA  (OIL RESERVES ARE STATED IN THOUSANDS OF BARRELS AND
GAS  RESERVES  ARE  STATED  IN  MILLIONS  OF  CUBIC  FEET.)                     

The  following  tables present the Company's estimates of its proved oil and gas
reserves.  The  estimates  for  the  proved reserves in the Cusiana and Cupiagua
fields in Colombia and the Ceiba field in Equatorial Guinea were prepared by the
Company's  independent  petroleum  engineers,  DeGolyer  and  MacNaughton  and  
Netherland,  Sewell  & Associates, Inc., respectively.  The estimates for proved
reserves  in Malaysia-Thailand were prepared by the internal petroleum engineers
of  the  operating  company,  Carigali-Triton  Operating  Company  (CTOC).  The 
estimates  for the proved reserves in the Liebre field in Colombia were prepared
by the Company's internal petroleum reservoir engineers.  The Company emphasizes
that  reserve estimates are approximate and are expected to change as additional
information becomes available.  Reservoir engineering is a subjective process of
estimating  underground  accumulations of oil and gas that cannot be measured in
an  exact  way,  and  the  accuracy of any reserve estimate is a function of the
quality  of  available data and of engineering and geological interpretation and
judgment.  Accordingly,  there  can  be no assurance that the reserves set forth
herein  will  ultimately  be  produced,  and  there can be no assurance that the
proved  undeveloped  reserves  will be developed within the periods anticipated.
As  of  December  31,  1999,  gas sales had not yet commenced from the Company's
interest  in  the  Malaysia-Thailand  Joint Development Area.  In estimating its
reserves attributable to such interest, the Company assumed that production from
the  interest  would  be  sold  at  the base price in the gas sales agreement of
$2.30.  The  base  price  is  subject  to  annual  adjustments  based on various
indices.  There can be no assurance as to what the actual price will be when gas
sales  commence.                                                                

                                                        [Enlarge/Download Table]

                                                                                                          
                                                                                         EQUITY INVESTMENT
                                     COLOMBIA      EQUATORIAL GUINEA  TOTAL WORLDWIDE  MALAYSIA-THAILAND  
                                -----------------  -----------------  ----------------  ----------------- 
                                   OIL      GAS      OIL       GAS     OIL       GAS       OIL     GAS    
                                --------  -------  ------    -------  -------   ------  ------  --------- 
PROVED  DEVELOPED  AND                                                                                    
  UNDEVELOPED RESERVES AS OF                                                                              
  DECEMBER 31, 1998             135,327    12,284     ---       ---  135,327    12,284   8,017   570,312  
    Revisions                      (567)     (259)    ---       ---     (567)     (259)  5,206   (16,450) 
    Purchases                     3,280      ---      ---       ---    3,280       ---     ---       ---  
    Extensions and discoveries      ---       ---  32,033       ---   32,033       ---     ---       ---  
    Production                  (12,469)     (459)    ---       ---  (12,469)     (459)    ---       ---  
                                --------  -------  ------  --------  --------  -------  ------  --------- 

  AS OF DECEMBER 31, 1999       125,571    11,566  32,033       ---  157,604    11,566  13,223   553,862  
                                ========  =======  ======  ========  ========  =======  ======  ========= 

  PROVED DEVELOPED RESERVES AT                                                                            
   DECEMBER 31, 1999             91,859    11,566     ---       ---   91,859    11,566     ---       ---  
                                ========  =======  ======  ========  ========  =======  ======  ========= 

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                                                                                               EQUITY INVESTMENT
                                     COLOMBIA        MALAYSIA-THAILAND     TOTAL WORLDWIDE     MALAYSIA-THAILAND
                                -----------------  --------------------  --------------------  -----------------
                                  OIL       GAS      OIL        GAS         OIL        GAS      OIL       GAS   
                                --------  -------  --------  ----------  --------  ----------  -----  ----------
PROVED  DEVELOPED  AND                                                                                          
  UNDEVELOPED RESERVES AS OF                                                                                    
    DECEMBER 31, 1997           145,999    14,619   29,800   1,223,800   175,799    1,238,419    ---        --- 
    Revisions                      (693)   (1,832)  (6,583)    (41,588)   (7,276)     (43,420)   ---        --- 
    Sales                           ---      ---   (15,200)   (625,400)  (15,200)    (625,400)   ---        --- 
    Equity investment               ---      ---    (8,017)   (570,312)   (8,017)    (570,312) 8,017    570,312 
    Extensions and discoveries      ---      ---       ---      13,500       ---       13,500    ---        --- 
    Production                   (9,979)     (503)     ---         ---    (9,979)        (503)   ---        --- 
                                --------  -------  --------  ----------  --------  ----------  -----  --------- 

AS OF DECEMBER 31, 1998         135,327    12,284      ---         ---   135,327       12,284  8,017    570,312 
                                ========  =======  ========  ==========  ========  ==========  =====  ========= 

PROVED DEVELOPED RESERVES AT                                                                                    
  DECEMBER 31, 1998              86,039    12,284      ---         ---    86,039       12,284    ---        --- 
                                ========  =======  ========  ==========  ========  ==========  =====  ========= 

                                                        [Enlarge/Download Table]


                                                                                            

                                    COLOMBIA         MALAYSIA-THAILAND    TOTAL WORLDWIDE   
                                -----------------  -------------------  --------------------
                                  OIL       GAS      OIL        GAS       OIL       GAS     
                                --------  -------  -------  ----------  --------  ----------
PROVED  DEVELOPED  AND                                                                      
  UNDEVELOPED  RESERVES  AS  OF                                                             
  DECEMBER 31, 1996             135,310   14,651   24,700     871,100   160,010     885,751 
    Revisions                    14,157      770   (2,000)     (7,600)   12,157      (6,830)
    Extensions and discoveries    2,308      ---    7,100     360,300     9,408     360,300 
    Production                   (5,776)    (802)     ---         ---    (5,776)       (802)
                                --------  -------  -------  ----------  --------  ----------

AS OF DECEMBER 31, 1997         145,999   14,619   29,800   1,223,800   175,799   1,238,419 
                                ========  =======  =======  ==========  ========  ==========

PROVED DEVELOPED RESERVES AT                                                                
  DECEMBER 31, 1997              81,931   14,619      ---         ---    81,931      14,619 
                                ========  =======  =======  ==========  ========  ==========

STANDARDIZED  MEASURE  OF DISCOUNTED FUTURE NET CASH INFLOWS AND CHANGES THEREIN

The  following  table  presents  for  the  net  quantities of proved oil and gas
reserves a standardized measure of discounted future net cash inflows discounted
at  an  annual  rate  of  10%.  The  future  net cash inflows were calculated in
accordance  with  Securities  and  Exchange  Commission guidelines.  Future cash
inflows were computed by applying year-end prices of oil and gas relating to the
Company's  proved  reserves  to  the  estimated  year-end  quantities  of  those
reserves.   The  future  cash  inflow  estimates  for  1999  attributable to oil
reserves were based on the year end WTI crude oil price of $25.60 per barrel for
the Company's reserves in Colombia and Malaysia-Thailand, and the year end Brent
crude  oil  price  of $24.89 per barrel for the Company's reserves in Equatorial
Guinea,  in  each  case  before  adjustments  for oil quality and transportation
costs.                                                                          

In  1999,  the  Company and the other parties to the production-sharing contract
for  Block  A-18  executed  a  gas sales agreement providing for the sale of the
first  phase  of  gas.  In  estimating  discounted  future  net  cash  inflows  
attributable  to  such  interest,  the  Company assumed that production from the
interest  would  be  sold at the base price in the gas sales agreement of $2.30.
The base price is subject to annual adjustments based on various indices.  There
can be no assurance as to what the actual price will be when gas sales commence.

Future  production  and  development  costs  were  computed  by estimating those
expenditures  expected  to  occur in developing and producing the proved oil and
gas  reserves  at  the  end  of  the year, based on year-end costs.  The Company
emphasizes  that  the  future  net  cash  inflows  should  not  be  construed as
representative  of  the fair market value of the Company's proved reserves.  The
meaningfulness  of  the  estimates  is highly dependent upon the accuracy of the
assumptions  upon  which  they  were based.  Actual future cash inflows may vary
materially.                                                                     

In  connection with the sale to ARCO of one-half of the shares through which the
Company  owned  its  interest  in  Block A-18, ARCO agreed to pay the Company an
additional  $65  million  each  at  July  1,  2002, and July 1, 2005, if certain
specific  development  objectives  are met by such dates, or $40 million each if
the  objectives are met within one year thereafter.  For purposes of calculating
future  cash  inflows  for  Malaysia-Thailand  at December 31, 1999, the Company
assumed  that it would receive an incentive payment of $65 million in July 2002.
There can be no assurances that the Company will receive any incentive payments.
See  note  19,  "Certain  Factors  that Could Affect Future Operations - Certain
Factors  Related  to  Malaysia-Thailand."                                       

                                                        [Enlarge/Download Table]


                                                                                        

                                                                               EQUITY   
                                                                             INVESTMENT 
                                                      EQUATORIAL    TOTAL     MALAYSIA- 
                                           COLOMBIA     GUINEA    WORLDWIDE    THAILAND 
                                          ----------  ----------  ----------  ----------
DECEMBER  31,  1999:                                                                    
      Future cash inflows                 $3,152,352  $  765,275  $3,917,627  $1,649,881
      Future production and                                                             
        development costs                    817,065     399,365   1,216,430     703,419
                                          ----------  ----------  ----------  ----------
      Future net cash inflows before                                                    
        income taxes                      $2,335,287  $  365,910  $2,701,197  $  946,462
                                          ==========  ==========  ==========  ==========

      Future net cash inflows before                                                    
        income taxes discounted at 10%                                                  
        per annum                         $1,414,433  $  263,849  $1,678,282  $  266,631
      Future income taxes discounted at                                                 
        10% per annum                        391,796      57,589     449,385      15,845
                                          ----------  ----------  ----------  ----------
      Standardized measure of discounted                                                
        future net cash inflows           $1,022,637  $  206,260  $1,228,897  $  250,786
                                          ==========  ==========  ==========  ==========

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                                                       EQUITY    
                                                      INVESTMENT 
                                                       MALAYSIA- 
                                           COLOMBIA    THAILAND  
                                          ----------  ---------- 
DECEMBER  31,  1998:                                             
      Future cash inflows                  $1,481,065  $1,555,929
      Future production and                                      
        development costs                     734,025     695,575
                                           ----------  ----------
      Future net cash inflows before                             
        income taxes                       $  747,040  $  860,354
                                           ==========  ==========

      Future net cash inflows before                             
        income taxes discounted at 10%                           
        per annum                          $  415,127  $  253,535
      Future income taxes discounted at                          
        10% per annum                           3,909       8,917
                                           ----------  ----------
      Standardized measure of discounted                         
        future net cash inflows            $  411,218  $  244,618
                                           ==========  ==========

                                                                [Download Table]


                                                                            

                                                       MALAYSIA-    TOTAL   
                                           COLOMBIA    THAILAND   WORLDWIDE 
                                          ----------  ----------  ----------
DECEMBER  31,  1997:                                                        
     Future cash inflows                  $2,524,291  $4,078,609  $6,602,900
     Future production and                                                  
       development costs                   1,142,382   1,883,881   3,026,263
                                          ----------  ----------  ----------
     Future net cash inflows before                                         
       income taxes                       $1,381,909  $2,194,728  $3,576,637
                                          ==========  ==========  ==========

     Future net cash inflows before                                         
       income taxes discounted at 10%                                       
       per annum                          $  852,421  $  427,463  $1,279,884
     Future income taxes discounted at                                      
       10% per annum                         173,785      36,756     210,541
                                          ----------  ----------  ----------
     Standardized measure of discounted                                     
       future net cash inflows            $  678,636  $  390,707  $1,069,343
                                          ==========  ==========  ==========


Changes  in  the  standardized  measure  of  discounted  future net cash inflows
follow:                                                                         

                                                        [Enlarge/Download Table]


                                                                                      

                                                             DECEMBER 31,             
                                                 -------------------------------------
                                                    1999         1998         1997    
                                                 -----------  -----------  -----------
Total worldwide:                                                                      
  Beginning of year                              $  411,218   $1,069,343   $1,292,195 
  Sales, net of production costs                   (179,748)     (87,335)     (94,062)
  Sales of reserves                                     ---      (70,543)         --- 
  Equity investment                                     ---     (244,618)         --- 
  Revisions of quantity estimates                    (6,546)     (29,321)      75,253 
  Net change in prices and production costs       1,105,963     (579,212)    (552,863)
  Extensions, discoveries and improved recovery     206,260        6,516       42,918 
  Change in future development costs                (61,728)     (46,633)      (5,936)
  Purchases of reserves                               6,400          ---          --- 
  Development and facilities costs incurred          70,828      105,808       53,199 
  Accretion of discount                              74,704      120,270      160,406 
  Changes in production rates and other             (10,567)     (30,772)      (3,089)
  Net change in income taxes                       (387,887)     197,715      101,322 
                                                 -----------  -----------  -----------

  End of year                                    $1,228,897   $  411,218   $1,069,343 
                                                 ===========  ===========  ===========

                                                                     SCHEDULE II

TRITON ENERGY LIMITED AND SUBSIDIARIES
 VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)

                     ADDITIONS
                     ---------

                                                        [Enlarge/Download Table]

                                                                                          

                            BALANCE AT                 CHARGED TO                 BALANCE 
                            BEGINNING    CHARGED TO      OTHER                    AT CLOSE
CLASSIFICATIONS              OF YEAR      EARNINGS      ACCOUNTS    DEDUCTIONS    OF YEAR 
-------------------------  -----------  ------------  -----------  ------------  ---------

Year ended Dec. 31, 1997:                                                                 
   Allowance for doubtful                                                                 
       receivables         $        76  $       ---   $       ---  $       (35)  $      41
                           ===========  ============  ===========  ============  =========

   Allowance for deferred                                                                 
       tax asset           $    30,657  $    44,435   $       ---  $       ---   $  75,092
                           ===========  ============  ===========  ============  =========

Year ended Dec. 31, 1998:                                                                 
   Allowance for doubtful                                                                 
       receivables         $        41  $       ---   $       ---  $       (41)  $     ---
                           ===========  ============  ===========  ============  =========

   Allowance for deferred                                                                 
       tax asset           $    75,092  $    18,519   $       ---  $       ---   $  93,611
                           ===========  ============  ===========  ============  =========

Year ended Dec. 31, 1999:                                                                 
   Allowance for deferred                                                                 
       tax asset           $    93,611  $   (11,925)  $       ---  $       ---   $  81,686
                           ===========  ============  ===========  ============  =========

Dates Referenced Herein   and   Documents Incorporated by Reference

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