Washington, D.C. 20549


                                    FORM 6-K


                        REPORT OF FOREIGN PRIVATE ISSUER
                      PURSUANT TO RULE 13a-16 OR 15d-16 OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                              For September 6, 2002

                                  CNOOC Limited

                 (Translation of registrant's name into English)

                                   65th Floor
                               Bank of China Tower
                                 One Garden Road
                               Central, Hong Kong
                    (Address of principal executive offices)


(Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F)

                Form 20-F     X                Form 40-F
                              ---------                     ----------

(Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of

                Yes                            No           X
                              ---------                     ----------

(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): N/A.)

Company Press Release

CNOOC Signed Supplemental Development Agreement

(Hong Kong, September 6, 2002) - CNOOC Limited (the "Company", SEHK: 883;
NYSE: CEO) announced today that its parent company, China National Offshore
Oil Corporation ("CNOOC") had signed a supplemental development agreement
regarding the CFD 11-1/11-2 oil fields in 04/36 Block in Bohai Bay, with
Kerr-McGee China Petroleum Limited, a subsidiary of Kerr-McGee Corp. (NYSE:
KMG) and Sino-American Energy Corp., a wholly owned subsidiary of Ultra
Petroleum Corp. (AMEX: UPL). The agreement marks concurrence on major issues
of the oilfield development among the parties.

The CFD 11-1/11-2 oil fields are about 90 kilometers offshore southeast of
Tanggu. The contract covers an area of 91 square kilometers. These two oil
fields were discovered at the end of 1999 and in the middle of 2001,
respectively. Under the agreement, the Company and its partners will draw up an
overall development plan for the development of these two fields.

The CFD 11-1/11-2 oil fields will be developed in two phases. The first phase of
the project, consisting of a central platform, one wellhead platform, a single
point mooring system and an FPSO unit, is expected to come on-line in the second
half of 2004. The second phase will include an additional wellhead platform.

Subject to final government approval, the Company will have a 51% working
interest in these two oil fields. Kerr-McGee, as the operator, will have a 40.1%
working interest and Sino-American Energy will have an 8.9% working interest.

"The discovery and development of the CFD11-1/11-2 oil fields is the result of
the mutual cooperation between the Company and its partners. It also
demonstrates the exploration and development potential in Bohai Bay," commented
Mr. Zhou Shouwei, President and Executive Director of the Company. "The Bohai
area is the focus of our exploration and development program and a major part of
our production growth."

Notes to Editors:


Incorporated in Hong Kong in August 1999, the Company is the dominant producer
of crude oil and natural gas offshore China. The Company is also one of the
largest independent crude oil and gas exploration and production companies in
the world. As of December 31, 2001, its net proved reserves were 1.8 billion
barrels-of-oil equivalents and its net production totaled 261,379 BOE per day.

The Company has interests in 45 crude oil and gas properties in four major
producing areas: Bohai Bay, Western South China Sea, Eastern South China Sea and
East China Sea. The Company is a major oil and gas company in China with
slightly over 1,000 employees. The Company has become the largest offshore
producer in Indonesia after the acquisition of Indonesian assets.

*** *** ***
This press release contains statements that are not historical facts, including
statements about beliefs and expectations of the directors of the Company. These
forward-looking statements are based on current plans, estimates and
projections, and therefore you should not place undue reliance on them.
Forward-looking statements speak only as of the date they are made, and the
directors of the Company undertake no obligation to update publicly any of them
in light of new information or future events. Forward-looking statements involve
inherent risks and uncertainties. You are cautioned that a number of important
factors could cause actual results to differ materially from those contained in
any forward-looking statement. Such factors include, but are not limited to,
changes of the PRC's economic, political and social conditions as well as
government policies.

*** *** ***
For further enquiries, please contact:

Mr. Xiao Zongwei
CNOOC Limited
Tel: +86 10 8452 1646
Fax: +86 10 8452 1441

Ms. Anne Lui/ Mr. Henry Chua
Ketchum Newscan Public Relations
Tel: 852-3141-8016/ 852-3141-8082
Fax: 852-2510-8199



         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be issued on its behalf
by the undersigned, thereunto duly authorized.

                                  CNOOC Limited

                                  By:  /s/ Cao Yunshi
                                       Name:   Cao Yunshi
                                       Title:  Company Secretary,
                                               General Counsel and
                                               Senior Vice President

Dated: September 6, 2002