UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ____________

                                  SCHEDULE 13D

                                 Amendment No. 4

                    Under the Securities Exchange Act of 1934


                              Triton Energy Limited
                              ---------------------
                                (Name of Issuer)


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

                                    G90751101
                                 (CUSIP Number)

J. Barclay Collins II, Esq.                         with copies to:
Executive Vice President and                        Timothy B. Goodell, Esq.
General Counsel                                     Gregory Pryor, Esq.
Amerada Hess Corporation                            White & Case LLP
1185 Avenue of the Americas                         1155 Avenue of the Americas
New York, NY  10036                                 New York, NY  10036
(212) 997-8500                                      (212) 819-8200

            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                December 20, 2001
                                -----------------
            (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].


CUSIP No. G90751101 (Ordinary Shares)       Page 2 of 8 pages
- --------------------------------------------------------------------------------


- -------- -----------------------------------------------------------------------
1        NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         Amerada Hess Corporation

- -------- -----------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP             (a)[ ]
                                                                      (b)[ ]

- -------- -----------------------------------------------------------------------
3        SEC USE ONLY


- -------- -----------------------------------------------------------------------
4        SOURCE OF FUNDS

         WC, OO

- -------- -----------------------------------------------------------------------
5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED       [ ]
         PURSUANT TO ITEMS 2(d) or 2(e)

- -------- -----------------------------------------------------------------------
6        CITIZENSHIP OR PLACE OF ORGANIZATION

         Delaware

- ----------------------------------- ------- ------------------------------------
NUMBER OF SHARES BENEFICIALLY       7       SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON              None
WITH
                                    ------- ------------------------------------
                                    8       SHARED VOTING POWER
                                            *
                                    ------- ------------------------------------
                                    9       SOLE DISPOSITIVE POWER
                                            None
                                    ------- ------------------------------------
                                    10      SHARED DISPOSITIVE POWER
                                            *
- -------- -----------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         *
- -------- -----------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES                                            [ ]

- -------- -----------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         *
- -------- -----------------------------------------------------------------------
14       TYPE OF REPORTING PERSON

         CO
- -------- -----------------------------------------------------------------------


*Amerada  Hess  Corporation  may be  deemed  to be the  beneficial  owner of the
Ordinary  Shares  reported  herein  through its  ownership  of its  wholly-owned
subsidiary, Amerada Hess (Cayman) Limited. Such Ordinary Shares are not included
above to avoid double counting.




CUSIP No. G90751101 (Ordinary Shares)       Page 3 of 8 pages
- --------------------------------------------------------------------------------



- -------- -----------------------------------------------------------------------
1        NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         Amerada Hess (Cayman) Limited

- -------- -----------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP               (a)[ ]
                                                                        (b)[ ]
- -------- -----------------------------------------------------------------------
3        SEC USE ONLY


- -------- -----------------------------------------------------------------------
4        SOURCE OF FUNDS

         AF

- -------- -----------------------------------------------------------------------
5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED       [ ]
         PURSUANT TO ITEMS 2(d) or 2(e)

- -------- -----------------------------------------------------------------------
6        CITIZENSHIP OR PLACE OF ORGANIZATION

         Cayman Islands

- ----------------------------------- ------- ------------------------------------
NUMBER OF SHARES BENEFICIALLY        7      SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON              None
WITH
                                    ------- ------------------------------------
                                     8      SHARED VOTING POWER
                                            64,012,076
                                    ------- ------------------------------------
                                     9      SOLE DISPOSITIVE POWER
                                            None
                                    ------- ------------------------------------
                                     10     SHARED DISPOSITIVE POWER
                                            64,012,076
- -------- -----------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         64,012,076
- -------- -----------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES  [ ]

- -------- -----------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         100.0% (1)
- -------- -----------------------------------------------------------------------
14       TYPE OF REPORTING PERSON

         CO
- -------- -----------------------------------------------------------------------



(1)  Based on total outstanding Ordinary Shares of 64,012,816 as of December 20,
     2001.




CUSIP No. G90751101 (Ordinary Shares)       Page 4 of 8 pages
- --------------------------------------------------------------------------------

     This  Amendment  No.  4  (this  "Amendment")  amends  and  supplements  the
statement on Schedule 13D filed on July 19, 2001,  as amended by Amendment No. 1
to the Tender  Offer  Statement  on  Schedule  TO filed  July 17,  2001 with the
Securities  and Exchange  Commission  (the  "Commission")  on July 30, 2001,  as
further  amended by  Amendment  No. 2 filed August 3, 2001 and  Amendment  No. 3
filed August 14, 2001, by Amerada Hess  (Cayman)  Limited (the  "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  ordinary  shares,  par value $0.01 per share (the
"Ordinary  Shares"),  of Triton  Energy  Limited,  a company  limited  by shares
organized under the laws of the Cayman Islands (the "Company").

Item 3.   Source and Amount of Funds or Other Consideration

          Item 3 is hereby amended to add at the end thereof the following:

          "The  amount  of funds  required  by the  Purchaser  to  purchase  the
          Ordinary  Shares  acquired on December 20, 2001,  as described in Item
          5(c) hereof,  and to pay related fees and expenses,  was approximately
          $67.6 million. The  Purchaser  obtained  such funds from Amerada Hess.
          Amerada Hess obtained such funds from general corporate funds."

Item 4.   Purpose of the Transaction.

          Item 4 is hereby amended to add at the end thereof the following:

          "Having consummated the Acquisitions (as defined below), the Purchaser
          intends to cause the Company to file a Form 15 with the  Commission as
          soon as  practicable.  As a result of the  filing of the Form 15,  the
          registration of the Ordinary Shares under the Securities  Exchange Act
          of 1934, as amended, will be terminated. Accordingly, the Company will
          no longer be required to file periodic  reports with the Commission in
          connection with the Ordinary Shares."

Item 5.   Interest in Securities of the Issuer.

          The first  sentence of Item 5(a) is hereby amended and restated in its
entirety to read as follows:

          "As a result of the  Acquisitions,  the Purchaser and Amerada Hess are
          the beneficial owners of 64,012,076 Ordinary Shares."

          The first  sentence of Item 5(b) is hereby amended and restated in its
entirety to read as follows:

          "The  Purchaser  and  Amerada  Hess  are  the  beneficial   owners  of
          64,012,076 Ordinary Shares."

          Item 5(c) is hereby amended to read as follows:



CUSIP No. G90751101 (Ordinary Shares)       Page 5 of 8 pages
- --------------------------------------------------------------------------------

          "(c) On December  20,  2001,  the  Purchaser  acquired  (i)  1,473,252
          Ordinary  Shares  for  $45.00  per  Ordinary  Share  in  a  compulsory
          acquisition  pursuant  to the  procedure  set out in Section 88 of the
          Companies  Law (2001  Second  Revision)  of the  Cayman  Islands  (the
          "Compulsory  Acquisition")  and (ii) 30,024 Ordinary Shares for $45.00
          per  Ordinary  Share  pursuant to a series of private  purchases  (the
          Compulsory  Acquisition  and the private  purchases  being referred to
          together as the "Acquisitions")."

Item 7.   Material to be Filed as Exhibits.

Exhibit No.    Exhibit Name

1.             Offer to Purchase, dated July 17, 2001.  (1)

2.             Third Amended and Restated Credit Agreement,  dated as of January
               23, 2001,  among  Amerada  Hess,  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.  (2)

3.             Third Amended and Restated Credit Agreement,  dated as of January
               23, 2001,  among  Amerada  Hess,  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. (3)

4.             Acquisition Agreement, dated as of July 9, 2001, by and among the
               Purchaser, Amerada Hess and the Company. (4)

5.             Amendment No. 1 to  Acquisition  Agreement,  dated as of July 17,
               2001, by and among the  Purchaser,  Amerada Hess and the Company.
               (5)

6.             Principal Shareholders Agreement dated as of July 9, 2001, by and
               among the Purchaser,  Amerada Hess, the Company, HM4 Triton, L.P.
               and the Principal  Shareholders.  (6)

7.             Joint  Filing  Agreement,   dated  July  19,  2001,  between  the
               Purchaser and Amerada Hess. (1)


(1)       Previously filed.

(2)       Incorporated  by reference to Exhibit b(1) to the Schedule TO filed by
          Amerada Hess and the Purchaser on July 17, 2001.

(3)       Incorporated  by reference to Exhibit b(2) to the Schedule TO filed by
          Amerada Hess and the Purchaser on July 17, 2001.



CUSIP No. G90751101 (Ordinary Shares)       Page 6 of 8 pages
- --------------------------------------------------------------------------------

(4)       Incorporated  by reference to Exhibit d(1) to the Schedule TO filed by
          Amerada Hess and the Purchaser on July 17, 2001.

(5)       Incorporated  by reference to Exhibit d(4) to the Schedule TO filed by
          Amerada Hess and the Purchaser on July 17, 2001.

(6)       Incorporated  by reference to Exhibit d(2) to the Schedule TO filed by
          Amerada Hess and the Purchaser on July 17, 2001.



CUSIP No. G90751101 (Ordinary Shares)       Page 7 of 8 pages
- --------------------------------------------------------------------------------
                                   SIGNATURES
                                   ----------


     After  reasonable  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:  December 21, 2001


                                        AMERADA HESS CORPORATION



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



     After  reasonable  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:  December 21, 2001

                                        AMERADA HESS (CAYMAN) LIMITED



                                        By: /s/ J. BARCLAY COLLINS II
                                           -------------------------------
                                           Name:  J. Barclay Collins II
                                           Title: Director




CUSIP No. G90751101 (Ordinary Shares)       Page 8 of 8 pages
- --------------------------------------------------------------------------------
                                 EXHIBIT INDEX
                                 -------------



Exhibit No.    Exhibit Name

1.             Offer to Purchase, dated July 17, 2001.  (1)

2.             Third Amended and Restated Credit Agreement,  dated as of January
               23, 2001,  among  Amerada  Hess,  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. (2)

3.             Third Amended and Restated Credit Agreement, dated as of January
               23, 2001, among Amerada Hess, 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. (3)

4.             Acquisition Agreement, dated as of July 9, 2001, by and among the
               Purchaser, Amerada Hess and the Company. (4)

5.             Amendment No. 1 to  Acquisition  Agreement,  dated as of July 17,
               2001, by and among the  Purchaser,  Amerada Hess and the Company.
               (5)

6.             Principal  Shareholders  Agreement,  dated as of July 9, 2001, by
               and among the Purchaser,  Amerada Hess, the Company,  HM4 Triton,
               L.P. and the Principal Shareholders. (6)

7.             Joint Filing  Agreement,  dated as of July 19, 2001,  between the
               Purchaser and Amerada Hess. (1)



(1)       Previously filed.

(2)       Incorporated  by reference to Exhibit b(1) to the Schedule TO filed by
          Amerada Hess and the Purchaser on July 17, 2001.

(3)       Incorporated  by reference to Exhibit b(2) to the Schedule TO filed by
          Amerada Hess and the Purchaser on July 17, 2001.

(4)       Incorporated  by reference to Exhibit d(1) to the Schedule TO filed by
          Amerada Hess and the Purchaser on July 17, 2001.

(5)       Incorporated  by reference to Exhibit d(4) to the Schedule TO filed by
          Amerada Hess and the Purchaser on July 17, 2001.

(6)       Incorporated  by reference to Exhibit d(2) to the Schedule TO filed by
          Amerada Hess and the Purchaser on July 17, 2001.