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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------
                                   SCHEDULE TO
                                (Amendment No. 3)
                             Tender Offer Statement
    Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
                            -------------------------
                              Triton Energy Limited
                            (Name of Subject Company)
                            -------------------------
                            Amerada Hess Corporation
                          Amerada Hess (Cayman) Limited
                            (Names of Filing Persons)

                   Ordinary Shares, Par Value $0.01 Per Share
                         (Title of Class of Securities)

                           G90751101: Ordinary Shares
                    ----------------------------------------
                      (CUSIP Number of Class of Securities)
                            -------------------------
                           J. Barclay Collins II, Esq.
                  Executive Vice President and General Counsel
                            Amerada Hess Corporation
                           1185 Avenue of the Americas
                            New York, New York 10036
                                 (212) 997-8500
            (Name, Address and Telephone Number of Person Authorized
       to Receive Notices and Communications on Behalf of Filing Persons)
                            -------------------------
                                   Copies to:
                            Timothy B. Goodell, Esq.
                               Gregory Pryor, Esq.
                                White & Case LLP
                           1155 Avenue of the Americas
                            New York, New York 10036
                                 (212) 819-8200

CALCULATION OF FILING FEE

===============================================================================
         Transaction Valuation*                 Amount of Filing Fee
           $ 2,891,688,585                          $ 578,337.78
===============================================================================
*    Based on the product of (i) $45.00 per ordinary share and (ii)  64,259,753,
     the estimated maximum number of Triton Energy Limited ordinary shares to be
     received by the Offeror in the Offer.
|X|  Check the box if any part of the fee is offset as provided by Rule 0-11 (a)
     (2) and identify the filing with which the  offsetting  fee was  previously
     paid. Identify the previous filing by registration statement number, or the
     Form or  Schedule  and the  date of its  filing.
          Amount Previously Paid: $578,337.78
          Form or Registration No: 005-49539
          Filing  Parties:  Amerada Hess  Corporation  and Amerada Hess (Cayman)
          Limited
          Date Filed: July 17, 2001
|_|  Check the box if the filing relates  solely to  preliminary  communications
     made before the commencement of a tender offer. Check the appropriate boxes
     below to designate any transactions to which the statement relates:
|X|  third-party  tender offer  subject to Rule 14d-1.
|_|  issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|X|  amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: |X|
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     This  Amendment No. 3 to Tender Offer  Statement on Schedule TO ("Amendment
No. 3") amends and  supplements  the Tender Offer Statement on Schedule TO filed
with the Securities and Exchange Commission on July 17, 2001 ("Schedule TO"), as
amended by Amendment  No. 1 filed July 30, 2001 and Amendment No. 2 filed August
3, 2001, by Amerada Hess (Cayman)  Limited  ("Purchaser"),  a company limited by
shares  organized  under  the  laws of the  Cayman  Islands  and a  wholly-owned
subsidiary of Amerada Hess Corporation ("Amerada Hess"), a Delaware corporation,
relating to the offer to  purchase  all  unconditionally  allotted or issued and
fully paid ordinary shares,  par value $0.01 per share, of Triton Energy Limited
("Triton") and any further ordinary shares which are unconditionally allotted or
issued  and fully paid  before the date and time on which the Offer (as  defined
below) expires (including the associated Series A junior participating preferred
share purchase rights issued pursuant to the Rights Agreement, dated as of March
25,  1996,  by  and  between  Triton  and  Mellon  Investor   Services  LLC,  as
amended)(the  "Ordinary Shares"),  at a price of U.S. $45.00 per Ordinary Share,
on the terms and subject to the  conditions  set forth in the Offer to Purchase,
dated July 17,  2001 (the "Offer to  Purchase"),  a copy of which is attached as
Exhibit (a)(1) to the Schedule TO, and in the related Letter of  Transmittal,  a
copy of which is attached as Exhibit  (a)(2) to the Schedule TO (which,  as they
may be amended  and  supplemented  from time to time,  together  constitute  the
"Offer"). This Amendment No. 3 is being filed on behalf of Purchaser and Amerada
Hess.

Item 11. Additional Information

     Items 4, 8 and 11 of the Schedule TO are hereby amended and supplemented to
include the following information:

       "The Offer  expired  at 12:00  midnight,  New York City time,  on Monday,
       August  13,  2001.  Based  on  reports  from  the  Depositary,  as of the
       Expiration  Date,  a  total  of  63,751,116  Ordinary  Shares  (including
       22,899,985   Ordinary   Shares   subject  to   guarantees  of  delivery),
       representing approximately 99.6% of the outstanding Ordinary Shares, have
       been  validly  tendered  and not  withdrawn  pursuant  to the Offer.  The
       Purchaser has accepted for payment all Ordinary  Shares validly  tendered
       pursuant to the Offer."

Item 12.   Exhibits.

Exhibit No.         Description
- -----------         -----------

Exhibit (a)(1)      Offer to Purchase.(1)

Exhibit (a)(2)      Letter of Transmittal.(1)

Exhibit (a)(3)      Notice of Guaranteed Delivery.(1)

Exhibit (a)(4)      Guidelines for Substitute Form W-9.(1)

- ------------------------

(1)  Previously filed.



Exhibit (a)(5)      Form of letter to brokers, dealers,  commercial banks, trust
                    companies and other nominees.(1)

Exhibit (a)(6)      Form of letter to be used by  brokers,  dealers,  commercial
                    banks,   trust   companies  and  other   nominees  to  their
                    clients.(1)

Exhibit (a)(7)      Press Release  issued by the  Purchaser  dated July 10, 2001
                    announcing the tender offer.(2)

Exhibit (a)(8)      Summary  newspaper  advertisement,   dated  July  17,  2001,
                    published in The Wall Street Journal.(1)

Exhibit (a)(9)      Press Release issued by the Purchaser  dated August 14, 2001
                    announcing expiration of the tender offer.(3)

Exhibit (b)(1)      Third  Amended and  Restated  Credit  Agreement  dated as of
                    January 23, 2001 among Amerada Hess Corporation, the lenders
                    party  thereto and Goldman  Sachs  Credit  Partners  L.P. as
                    joint book runner,  joint lead arranger and sole syndication
                    agent, Chase Securities, Inc. as joint book runner and joint
                    lead  arranger  and  The  Chase  Manhattan  Bank,  N.A.,  as
                    administrative agent ("Facility A").(4)

Exhibit (b)(2)      Third  Amended and  Restated  Credit  Agreement  dated as of
                    January 23, 2001 among Amerada Hess Corporation, the Lenders
                    Party  thereto and Goldman  Sachs  Credit  Partners  L.P. as
                    joint book runner,  joint lead arranger and sole syndication
                    agent, Chase Securities, Inc. as joint book runner and joint
                    lead  arranger  and  The  Chase  Manhattan  Bank,  N.A.,  as
                    administrative agent ("Facility B").(5)

Exhibit (b)(3)      Credit  Agreement  dated as of July 30, 2001 between Amerada
                    Hess Corporation and Citibank, N.A.(1)

Exhibit (d)(1)      Acquisition Agreement dated as of July 9, 2001 among Amerada
                    Hess  Corporation,  Amerada Hess (Cayman) Limited and Triton
                    Energy Limited.(1)


- ------------------------

(2)  Incorporated  by  reference to Exhibit 99.1 to the Form 8-K/A filed on July
     10, 2001 by Amerada Hess Corporation.
(3)  Filed herewith.
(4)  Incorporated by reference to Exhibit 4(4) to the Form 10-K filed by Amerada
     Hess Corporation on March 28, 2001, Commission File No. 333-50358.
(5)  Incorporated by reference to Exhibit 4(5) to the Form 10-K filed by Amerada
     Hess Corporation on March 28, 2001, Commission File No. 333-50358.



Exhibit (d)(2)      Principal  Shareholders  Agreement  dated as of July 9, 2001
                    among  Amerada  Hess  Corporation,   Amerada  Hess  (Cayman)
                    Limited,  Triton Energy  Limited,  HM4 Triton,  L.P. and the
                    other  shareholders of Triton Energy Limited listed on Annex
                    A thereto.(1)

Exhibit (d)(3)      Confidentiality  Agreement  dated as of June 4, 2001 between
                    Amerada Hess Corporation and Triton Energy Limited.(1)





                                   SIGNATURE

     After due inquiry  and to the best of my  knowledge  and belief,  I certify
that the information set forth in this statement is true, complete and correct.

Dated: August 14, 2001
                                      AMERADA HESS CORPORATION


                                     By:  /s/ J. Barclay Collins II
                                          --------------------------------------

                                          Name:  J. Barclay Collins II
                                          Title:    Executive Vice President and
                                                      General Counsel

                                      AMERADA HESS (CAYMAN) LIMITED


                                     By:   /s/ J. Barclay Collins II
                                          --------------------------------------
                                          Name:  J. Barclay Collins II
                                          Title:    Executive Vice President and
                                                      General Counsel








Exhibit No.         Description
- -----------         -----------

Exhibit (a)(1)      Offer to Purchase.(1)

Exhibit (a)(2)      Letter of Transmittal.(1)

Exhibit (a)(3)      Notice of Guaranteed Delivery.(1)

Exhibit (a)(4)      Guidelines for Substitute Form W-9.(1)

Exhibit (a)(5)      Form of letter to brokers, dealers,  commercial banks, trust
                    companies and other nominees.(1)

Exhibit (a)(6)      Form of letter to be used by  brokers,  dealers,  commercial
                    banks,   trust   companies  and  other   nominees  to  their
                    clients.(1)

Exhibit (a)(7)      Press Release  issued by the  Purchaser  dated July 10, 2001
                    announcing the tender offer.(2)

Exhibit (a)(8)      Summary  newspaper  advertisement,   dated  July  17,  2001,
                    published in The Wall Street Journal.(1)

Exhibit (a)(9)      Press Release issued by the Purchaser  dated August 14, 2001
                    announcing expiration of the tender offer.(3)

Exhibit (b)(1)      Third  Amended and  Restated  Credit  Agreement  dated as of
                    January 23, 2001 among Amerada Hess Corporation, the lenders
                    party  thereto and Goldman  Sachs  Credit  Partners  L.P. as
                    joint book runner,  joint lead arranger and sole syndication
                    agent, Chase Securities, Inc. as joint book runner and joint
                    lead  arranger  and  The  Chase  Manhattan  Bank,  N.A.,  as
                    administrative agent ("Facility A").(4)


- ------------------------

(1)  Previously filed.
(2)  Incorporated  by  reference to Exhibit 99.1 to the Form 8-K/A filed on July
     10, 2001 by Amerada Hess Corporation.
(3)  Filed herewith.
(4)  Incorporated by reference to Exhibit 4(4) to the Form 10-K filed by Amerada
     Hess Corporation on March 28, 2001, Commission File No. 333-50358.



Exhibit (b)(2)      Third  Amended and  Restated  Credit  Agreement  dated as of
                    January 23, 2001 among Amerada Hess Corporation, the Lenders
                    Party  thereto and Goldman  Sachs  Credit  Partners  L.P. as
                    joint book runner,  joint lead arranger and sole syndication
                    agent, Chase Securities, Inc. as joint book runner and joint
                    lead  arranger  and  The  Chase  Manhattan  Bank,  N.A.,  as
                    administrative agent ("Facility B").(5)

Exhibit (b)(3)      Credit  Agreement  dated as of July 30, 2001 between Amerada
                    Hess Corporation and Citibank, N.A.(1)

Exhibit (d)(1)      Acquisition Agreement dated as of July 9, 2001 among Amerada
                    Hess  Corporation,  Amerada Hess (Cayman) Limited and Triton
                    Energy Limited.(1)

Exhibit (d)(2)      Principal  Shareholders  Agreement  dated as of July 9, 2001
                    among  Amerada  Hess  Corporation,   Amerada  Hess  (Cayman)
                    Limited,  Triton Energy  Limited,  HM4 Triton,  L.P. and the
                    other  shareholders of Triton Energy Limited listed on Annex
                    A thereto.(1)

Exhibit (d)(3)      Confidentiality  Agreement  dated as of June 4, 2001 between
                    Amerada Hess Corporation and Triton Energy Limited.(1)

- ------------------------

(5)  Incorporated by reference to Exhibit 4(5) to the Form 10-K filed by Amerada
     Hess Corporation on March 28, 2001, Commission File No. 333-50358.

                                                           FOR IMMEDIATE RELEASE




              AMERADA HESS ANNOUNCES ACQUISITION OF TRITON SHARES
              ---------------------------------------------------



     New York,  New York,  August 14, 2001.  . . . . . Amerada Hess  Corporation
(NYSE:  AHC)  announced  today that in response to its cash tender  offer,  made
through its wholly owned subsidiary,  Amerada Hess (Cayman) Limited, to purchase
all of the Ordinary Shares of Triton Energy Limited for $45 per share,  based on
reports  from The Bank of New York as  Depositary,  63,751,116  Ordinary  Shares
(including  22,899,985  Ordinary  Shares  subject to  guarantees of delivery) or
99.64% of the outstanding  Ordinary  Shares of Triton had been validly  tendered
and not withdrawn as of 12:00  midnight,  New York time,  on Monday,  August 13,
2001, the expiration  date of the offer.  Amerada Hess (Cayman) has accepted for
payment  the  tendered  shares.  The shares  tendered  include  Ordinary  Shares
(subject to guarantees of delivery)  issued on the  conversion of the Preference
Shares of Triton owned by Hicks, Muse, Tate & Furst Incorporated.


     As  previously  announced,  Amerada  Hess  (Cayman)  intends  to  effect  a
compulsory  acquisition of the remaining  Ordinary  Shares that are not owned by
Amerada  Hess,  Amerada  Hess  (Cayman)  or any  subsidiary  of Amerada  Hess in
accordance with the law of the Cayman Islands as soon as is permitted by the law
of the Cayman Islands.


About Amerada Hess Corporation
- ------------------------------

     Amerada  Hess,  headquartered  in New York, is a global  integrated  energy
company  engaged  in  the   exploration   for  and  the  production,   purchase,
transportation  and sale of crude oil and natural gas, as well as the production
and sale of refined petroleum  products.  Exploration




and production  activities take place primarily in the United States, the United
Kingdom,  Norway,  Denmark,  Brazil,  Algeria,  Gabon,  Indonesia,   Azerbaijan,
Thailand and Malaysia.

     Amerada Hess produces  approximately  425,000 barrels of oil equivalent per
day,  two-thirds of which is oil and one-third  natural gas. Amerada Hess' total
proved oil and gas reserves at December 31, 2000 were about 1.1 billion  barrels
of oil equivalent.

     Amerada Amerada Hess' refined  petroleum  products are  manufactured at the
HOVENSA  refinery in St. Croix,  United States  Virgin  Islands,  which is owned
jointly with  Petroleos de Venezuela  S.A. The refinery is one of the largest in
the world with a capacity  of 500,000  barrels  per day.  Amerada  Hess  markets
refined  petroleum  products on the East Coast of the United States  through its
terminal network and approximately 1,180 HESS brand retail outlets.













       CONTACT: AMERADA HESS CORPORATION.......C.T. TURSI (212) 536-8593







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