TRITON ENERGY LTD
<DOCUMENT>
<TYPE>EX-10.70
<SEQUENCE>5
<FILENAME>exhibit1070bfmempagrmt.txt
<TEXT>

                                                                   EXHIBIT 10.70
                                   September  6,  2000
Mr.  Brian  Francis  Maxted
4165  Walnut  Meadow  Lane
Dallas,  TX    75229

Dear  Mr.  Maxted:
                                SECOND AMENDMENT
                                       TO
                              EMPLOYMENT AGREEMENT

     THIS  SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this "Second Amendment") is
executed  on  September  6,  2001,  but is effective at the "Effective Time" (as
defined  in  Section 7 below), by and among Triton Exploration Services, Inc., a
Delaware  corporation  (the  "Employer"),  the  individual  signatory  hereto
("Employee"),  and  Triton  Energy  Limited,  a  Cayman  Islands  company  (the
"Company").
                              W I T N E S S E T H:
                              - - - - - - - - - -

WHEREAS,  the  Employer, Employee and the Company entered into that certain
Employment  Agreement  dated  as  of  June  28,  2000, which was amended by that
certain  letter agreement dated December 19, 2000 (such Employment Agreement, as
amended and in effect immediately prior to the Effective Time, being hereinafter
referred  to  as  the  "Original  Agreement");  and

WHEREAS,  Amerada Hess Corporation, a Delaware corporation ("AHC"), Amerada Hess
(Cayman) Limited, a Cayman Islands company ("Sub"), and the Company entered into
that  certain  Acquisition  Agreement dated as of July 9, 2001 (the "Acquisition
Agreement"), pursuant to which AHC acquired through Sub the Company by reason of
the  "Offer"  (as defined in the Acquisition Agreement) which may be followed by
either a "Compulsory Acquisition" (as defined in the Acquisition Agreement) or a
"Scheme  of  Arrangement"  (as  defined  in  the  Acquisition  Agreement);  and

WHEREAS,  the  "Acceptance  Date"  (as  defined  in  the  Acquisition Agreement)
occurred on August 14, 2001, and on the Acceptance Date, a "change in control of
the  Company"  (as  defined  in  the  Original  Agreement)  occurred;  and

WHEREAS,  the  Employer,  Employee  and the Company desire to amend the Original
Agreement  as  hereinafter  provided.

NOW,  THEREFORE,  in  consideration of the premises and the mutual covenants and
agreements  herein  contained,  the  parties  hereto  agree  as  follows:

1.     The  first  sentence  of  Section  2  of the Original Agreement is hereby
amended  to  read  in  its  entirety  as  follows:

"Except as otherwise provided in Section 15 of this Agreement, no benefits shall
be payable under this Agreement unless there shall have been a change in control
of  the Company, as set forth below, and Employee's employment with the Employer
(or  any  other  direct  or indirect subsidiary of the Company) shall thereafter
have  been  terminated within two (2) years following the date of such change in
control  of  the  Company  in  accordance  with  Section  3  below."

2.     Section  3.4  of  the Original Agreement is hereby amended to read in its
entirety  as  follows:

     "3.4     "Notice  of Termination.  Any termination of Employee's employment
               ----------------------
shall be communicated by written Notice of Termination to the other party hereto
(the  date  such  Notice  of  Termination  is deemed given to the other party or
parties  hereto  under  Section  7 is referred to herein as the "Notice Date.").
For  purposes  of  this Agreement, a "Notice of Termination" shall mean a notice
which  shall  indicate  the  specific  provision or provisions of this Agreement
pursuant  to which Employee is to receive amounts and/or benefits as a result of
such  termination,  and  if  such  notice  states  that Employee's employment is
terminated  by  the  Employer  for  Cause  or Disability or by Employee for Good
Reason  or  Just  Reason,  then  such  notice shall also set forth in reasonable
detail  the  facts  and  circumstances  claimed  to  provide  a  basis  for such
termination  of  Employee's  employment  under  the  provision  or provisions so
indicated.  In  the event that Employee seeks to terminate Employee's employment
for Good Reason or for "Just Reason" (as defined in Section 15.6), Employee must
communicate  Employee's  written  Notice of Termination to the Employer no later
than  sixty  (60)  days  after  December  31,  2002."

3.     Clause  (iii)  of Section 3.5 of the Original Agreement is hereby amended
to  read  in  its  entirety  as  follows:

     "(iii)     if  Employee's  employment is terminated pursuant to Section 3.3
above  or  for  "Just  Reason"  (as defined in Section 15.6) pursuant to Section
15.4,  the  date  that  is  specified  in  the  Notice  of  Termination;"

4.     Section 4.3-2 of the Original Agreement is hereby amended to read in its
entirety as follows:

       "4.3-2    [INTENTIONALLY LEFT BLANK]."

5.     The Original Agreement is hereby amended to add a new Section 15 that
reads in its entirety as follows:

       "15.  HESS CHANGE OF CONTROL AND RETENTION BONUS.
             ------------------------------------------

     15.1     Hess  Change  of  Control.  The Employer, Employee and
              -------------------------
the Company expressly acknowledge and agree that (i) on August 14, 2001, a
change in control of  the Company occurred (the "Hess Change of Control"),
and (ii) all references in this Agreement to a "change in control of the
Company" (A) shall be deemed to be  a  reference  only  to the Hess Change
in Control, and (B) shall be read and construed  on  a  basis consistent with
the fact that the Hess Change in Control has  occurred.

     15.2     Retention  Bonus.  Except  as  otherwise  provided  in  Section
              ----------------
15.5, Employee  shall  be  entitled  to  a retention bonus in the amount of
$1,918,500(the  "Retention  Bonus"),  consisting  of  $1,168,500  (the
"Base Amount") and $750,000  (the "Additional Amount"), without regard to
whether or not Employee's employment  with the Employer (or any other direct
or indirect subsidiary of the Company)  shall  thereafter  have been
terminated within two (2) years following the  date  of  the  Hess  Change
in  Control  in  accordance  with  Section  3.


     15.3     Payment  of  Retention  Bonus  -  In General.  Except as otherwise
              --------------------------------------------
provided  in Section 15.4 and Section 15.5, the Employer shall pay the Retention
Bonus  to  Employee  in  cash  as  follows:

     15.3-1     Twenty-five  percent  (25%)  of  the Base Amount and twenty-five
percent  (25%)  of  the Additional Amount shall be paid within five (5) calendar
days  after  the  "Execution  Date"  (as defined in the Second Amendment to this
Agreement);

     15.3-2     Twenty-five  percent  (25%)  of  the Base Amount and twenty-five
percent  (25%)  of  the Additional Amount shall be paid within five (5) calendar
days  after  December  31,  2001;  and

     15.3-3     Fifty percent (50%) of the Base Amount and fifty percent (50%)
of the Additional Amount shall be paid within five (5) calendar days after
December 31, 2002.


     15.4     Acceleration of Payment of Retention Bonus in the Event of Certain
              ------------------------------------------------------------------
Terminations.  If  Employee's  employment with the Employer (or any other direct
------------
or  indirect  subsidiary  of  the  Company)  shall  be  terminated  on or before
December  31,  2002  (i)  by  the Employer (or any such other direct or indirect
subsidiary  of  the  Company)  for no reason or for any reason other than Cause,
(ii)  by  Employee for "Just Reason" (as defined in Section 15.6), or (iii) as a
result of the death or Disability of Employee, then (x) the aggregate portion of
the  Retention  Bonus that has not previously been paid to Employee (the "Unpaid
Bonus")  shall  immediately become due and payable and the Employer shall pay to
Employee  in  a lump sum in cash not later than five (5) calendar days following
the  Date  of  Termination the amount of the Unpaid Bonus, (y) Employee shall be
entitled  to the amounts and benefits provided under Sections 4.3-1, 4.3-4, 4.4,
4.5  and  4.6,  and  (z)  if  such  termination  of  employment  is by reason of
Employee's  Disability,  Employee shall, in addition to the amounts and benefits
provided  in clauses (x) and (y) of this sentence, receive any benefits to which
Employee  is  entitled under any plans providing for benefits in respect of such
Disability.


     15.5     Certain  Terminations.  (a)  If  Employee's  employment  with  the
              ---------------------
Employer  (or  any  other direct or indirect subsidiary of the Company) shall be
terminated on or before December 31, 2002 (i) by the Employer for Cause, (ii) by
Employee  other  than  for Good Reason or Just Reason, or (iii) by Retirement of
Employee, then Employee shall have no right to receive payment of any portion of
the  Retention  Bonus  that  remains  unpaid as of the Notice Date (but Employee
shall  be entitled to retain any portion of the Retention Bonus paid to Employee
before the Notice Date); provided, however, that if a dispute arises relating to
                         --------  -------
a  termination  by  the  Employer  for  Cause and the Employee is the prevailing
party, the Employee shall be entitled to the portion of the Retention Bonus that
remained  unpaid  as  of  the  Notice  Date.

(b)     If  Employee's  employment  with  the  Employer  (or any other direct or
indirect  subsidiary  of  the  Company) shall be terminated by Employee for Good
Reason  after  August  13,  2001,  and  on or before December 31, 2002, then (i)
Employee  shall not receive payment of any portion of the Additional Amount that
remains  unpaid on the Notice Date (but Employee shall be entitled to retain any
portion  of the Additional Amount paid to Employee before the Notice Date), (ii)
the  aggregate portion of the Base Amount that remains unpaid on the Notice Date
shall  be  paid  to Employee in a lump sum in cash within five (5) calendar days
after  the  Date  of  Termination,  and  (iii) Employee shall be entitled to the
amounts  and  benefits  provided  under Sections 4.3-1, 4.3-4, 4.4, 4.5 and 4.6.


     (c)     If  Employee's employment with the Employer (or any other direct or
indirect  subsidiary of the Company) shall be terminated after December 31, 2002
and  before  August  14,  2003  (i) by the Employer (or any such other direct or
indirect  subsidiary  of  the  Company)  for  no reason or any reason other than
Cause,  or  (ii) by Employee for Good Reason, then Employee shall be entitled to
the amounts and benefits provided under Sections 4.3-1, 4.3-4, 4.4, 4.5 and 4.6.

(d)     Notwithstanding  anything to the contrary contained herein, in the event
of  a  dispute concerning termination of Employee's employment with the Employer
(or any other direct or indirect subsidiary of the Company), all future payments
of  the  Retention  Bonus  that  would  otherwise  become due hereunder shall be
postponed  until  such  date  (if  any)  on  which  Employee is determined to be
entitled to such postponed payments as a result of a final determination of such
dispute  either  by  mutual  written  agreement of the parties, by a binding and
final  arbitration  award  or by a final judgment, order or decree of a court of
competent  jurisdiction  (the  time  for  appeal therefrom having expired and no
appeal  having  been  perfected).

     15.6     "Just  Reason"  Defined.  For purposes of this Agreement, the term
              -----------------------
"Just  Reason"  shall  mean  any  of  the  following  events with respect to the
Employee:

(a)     any  reduction  in  the  Employee's  base  salary  as  in  effect at the
Effective  Time  or  as  the same may thereafter be increased from time to time;

(b)     any  change  in Employee's principal work location of more than 35 miles
from his or her principal work location at the Effective Time or any requirement
that  Employee  perform  a  majority  of  Employee's  duties  outside Employee's
principal  work location at the Effective Time (i) for a period of more than the
greater  of  (A)  14  consecutive  calendar days, or (B) a number of consecutive
calendar days that would be substantially inconsistent with Employee's  business
travel  obligations  during the twelve-month period immediately preceding August
14,  2001,  or  (ii)  for more than 120 calendar days during the period from and
including  August  14,  2001,  through  and  including  December  31,  2002;

(c)     any failure by the Employer or the Company to pay the Retention Bonus to
Employee  in  accordance  with  the  terms  of  this  Section  15;  or

(d)     any  commission  by  the  Employer  (or  any  other  direct  or indirect
subsidiary  of  the Company) of an act constituting bad faith in connection with
the  Employee's  positions, duties, responsibilities or status with the Employer
(or any other direct or indirect subsidiary of the Company) or the Company after
the  Effective  Date.

     15.7     No  Duplication  of  Benefits.  (a)  Notwithstanding  anything
              -----------------------------
contained  in this Agreement to the contrary, the parties hereto acknowledge and
agree  that  if  Employee  becomes entitled to an amount or benefit under two or
more  provisions  of  this  Agreement  by  reason  of  the  same  or  similar
circumstances,  such amount or benefit will be paid or provided to Employee only
once  pursuant  to  that  single provision providing the greatest such amount or
benefit.  Accordingly,  to  the  extent  Employee is paid or provided a specific
amount  or  benefit under one provision of this Agreement, Employee shall not be
paid  or provided such amount or benefit under another similar provision of this
Agreement.  Notwithstanding  the  foregoing,  nothing  contained in this Section
15.7  shall  be construed to prevent Employee from receiving the maximum amounts
and  benefits  to  which  Employee  becomes  entitled  under  this  Agreement.
(b)     Notwithstanding  anything  contained  in this Agreement to the contrary,
the  parties  hereto  acknowledge  and  agree  that  (i) Employee has previously
received  the amounts and benefits described in Section 4.3-3 and, therefore, no
further  amounts or benefits are or will be due to Employee under Section 4.3-3,
and  (ii)  neither  the  Employer  nor  the Company has any claim or rights with
respect  to  such  amounts  and  benefits  or the return or retention thereof by
Employee.

15.8     No  Mitigation.  Employee  shall not be required to mitigate the amount
         --------------
of  any  payment  provided for in this Section 15 by seeking other employment or
otherwise,  nor  shall the amount of any payment provided for in this Section 15
be reduced by any compensation earned by Employee as the result of employment by
another  employer  after  the Date of Termination, or otherwise.  The Employer's
obligation  to  make  the payments and provide the benefits provided for in this
Agreement  and  otherwise  to  perform  its  obligations  hereunder shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right
or  action  which  the  Employer  may  have  against  Employee  or  others.

15.9     No  Effect  on  Other Provisions.  Nothing contained in this Section 15
         --------------------------------
shall  amend,  modify,  alter,  impair or otherwise affect in any way any of the
provisions  of, or any of the respective rights and obligations of the Employer,
Employee  and the Company under, Sections 4.7, 5, 6, 7, 8, 9, 10, 11, 12, 13 and
14  of  this  Agreement  or the "Joinder of the Company" contained at the end of
this  Agreement."

     The  parties  hereto  expressly  acknowledge and agree that neither (i) the
execution,  delivery,  performance  and/or  provisions of this Second Amendment,
(ii) the fact that Employee remains or remained employed by the Employer (or any
other  direct  or  indirect  subsidiary  of  the Company) or the Company for any
period  of time after the Effective Time, nor (iii) the Company's payment of, or
Employee's  acceptance  of,  all or any portion of the Retention Bonus shall (w)
constitute  or  be  deemed to constitute a waiver of any right of Employee under
the  Original Agreement, as amended by this Second Amendment (including, but not
limited  to,  any  right  of  Employee  to assert any fact or circumstance which
constitutes  or  contributes  to  a  showing of Good Reason or Just Reason), (x)
preclude  Employee  from  asserting  any  such fact or circumstance in enforcing
Employee's  rights  under  the  Original  Agreement,  as  amended by this Second
Amendment,  (y)  constitute  or be deemed to constitute a consent by Employee to
any  action or inaction constituting or contributing to a showing of Good Reason
or  Just  Reason  under  the  Original  Agreement,  as  amended  by  this Second
Amendment,  or  (z)  constitute  or  be deemed to constitute an admission by the
Company  of  circumstances  constituting  or  contributing  to a showing of Good
Reason  or  Just  Reason.

This  Second  Amendment  shall  be binding on each party hereto only on the date
(the  "Execution  Date") when it has been executed by all of the parties hereto,
but  when  so  executed,  shall be and become effective immediately prior to the
Acceptance  Date  (the  "Effective  Time").
All  references  to  "Agreement"  contained  in  the Original Agreement shall be
deemed  to  be  a reference to the Original Agreement, as amended by this Second
Amendment.  Terms  defined in this Second Amendment shall be incorporated in the
Agreement  with  the  same  meanings  as  set  forth  herein.

This Second Amendment is made and will be performed under, and shall be governed
by  and  construed  in  accordance  with,  the  law  of  the  State  of  Texas.
Except  as amended by this Second Amendment, the Original Agreement shall remain
in  full  force  and  effect.

This  Second  Amendment  may be executed in one or more counterparts, and by the
different  parties  hereto in separate counterparts, each of which when executed
shall  be deemed to be an original but all of which shall constitute one and the
same  agreement.

     IN  WITNESS  WHEREOF,  the Employer, Employee and the Company have executed
this  Second  Amendment  on the date first written above, but is effective as of
the  Effective  Time.


                                         TRITON  EXPLORATION  SERVICES,  INC.


                                         By:
                                         Name:
                                         Title:



                                               ______________________
                                                     ________

                                         TRITON  ENERGY  LIMITED


                                         By:
                                         Name:
                                         Title:


 Note: Similar amended employment agreements were
       executed by certain Triton officers.

</TEXT>
</DOCUMENT>
