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 21, 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


(Beijing, 21 October 2002) - CNOOC Limited (NYSE: "CEO", SEHK "883") (together
with its subsidiaries, the "Company") announced today that it has entered into a
definitive agreement with the North West Shelf Venture partners to acquire an
interest of up to 5.56% in the North West Shelf Gas Project ("NWS Gas Project")
titles and assume a 25% interest in the China LNG Joint Venture ("CLNG JV")
following an earlier announcement on the investment.

"The signing of the agreement is a key step forward in the completion of this
acquisition and further realizes our strategy of supplying natural gas to the
rapidly growing market in China," commented Mr. Wei Liucheng, Chairman and CEO
of the Company. "The investment also opens to us a gas rich new basin that
provides further asset and production growth opportunities."

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 21, 2002