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 October 10, 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

Moody's Likely to Upgrade CNOOC's Rating

(Hong Kong, October 9th, 2002) - CNOOC Limited (the "Company", SEHK: 883; NYSE:
CEO) announced today that Moody's Investors Service had placed the Baa2 issuer
rating of the Company and the Baa2 senior unsecured rating of the guaranteed
subsidiary, CNOOC Finance (2002) Limited, on review for possible upgrade.

The current Baa2 issuer rating of the Company is the highest rating Moody's
would rate any Chinese companies. The potential upgrade will place the
Company's credit in a league of its own.

Dr. Mark Qiu, CFO of the Company commented: "We welcome Moody's decision. It
will help reduce the cost of future funding and enhance shareholder's return."

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, Ms. Zelda Yung, Ms. Maggie Chan
Ketchum Newscan Public Relations
Tel: 852-3141-8016, 852-3141-8028, 852-3141-8063
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: October 10, 2002