SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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                                   FORM 6-K

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


                             For December 12, 2005



                                 CNOOC Limited

                (Translation of registrant's name into English)

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

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(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
1934.)


                   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
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                       CNOOC Inks New PSC with Newfield

(Hong Kong, December 12, 2005) - CNOOC Limited (the "Company" or "CNOOC Ltd.";
NYSE "CEO", SEHK "883") announced today that its parent company, China
National Offshore Oil Corporation ("CNOOC") has entered into a new production
sharing contract ("PSC") for block 17/08 in the Pearl River Mouth Basin of the
Eastern South China Sea with Newfield Exploration Company ("Newfield", NYSE:
NFX).

Block 17/08 is located approximately 180 kilometers offshore Hong Kong. It
covers a total area of 7,108 square kilometers with water depth ranging from
150 to 350 meters. Newfield is committed to conducting 3-D seismic survey and
wildcat drilling during the exploration period which is divided into three
phases. Under the terms of the contract, all expenditures incurred during the
exploration period will be borne by Newfield. CNOOC Ltd. has the right to
participate in up to 51% interest of any commercial discovery in the block.

In addition, a survey agreement (the "Survey Agreement") has been signed
between the parties on block 16/05. This block has an area of 2,064 square
kilometers and is also located in the same basin as block 17/08. According to
the Survey Agreement, Newfield will acquire 3-D seismic data within this
block.

Mr. Zhu Weilin, Vice President of the Company and General Manager of
Exploration Department, commented, "I am pleased to know that Newfield has
entered into a PSC with CNOOC for block 17/08 and a Survey Agreement for block
16/05. Hope they will achieve great success in the exploration of the Pearl
River Mouth Basin."

End

Notes to Editors:

CNOOC LIMITED - BACKGROUND

CNOOC Limited (the "Company", together with its subsidiaries, the "Group") -
Incorporated in Hong Kong in August 1999, CNOOC Limited was listed on the New
York Stock Exchange ("NYSE") (code: CEO) and The Stock Exchange of Hong Kong
Limited ("HKSE") (code: 0883) on 27 and 28 February 2001, respectively. The
Company was admitted as a constituent stock




of the Hang Seng Index in July 2001.

The Group is China's largest producer of offshore crude oil and natural gas
and one of the largest independent oil and gas exploration and production
companies in the world. The Group mainly engages in offshore oil and natural
gas exploration, development, production and sales.

The Group has four major oil production areas offshore China which are Bohai
Bay, Western South China Sea, Eastern South China Sea and East China Sea. It
is the largest offshore oil producer in Indonesia. The Group also has certain
upstream assets in regions such as Australia.

As at 31 December 2004, the Group owned net proved reserves of approximately
2.2 billion barrels-of-oil equivalent and its annual daily average net
production was 382,513 barrels-of-oil equivalent per day.

As at 31 December 2004, the Group had 2,524 employees.

CNOOC LIMITED - Relationship with its parent company, CNOOC

CNOOC Limited, incorporated in Hong Kong, is a 70.64% held subsidiary of China
National Offshore Oil Corporation ("CNOOC"). CNOOC Limited is the sole vehicle
through which CNOOC carries out oil and gas exploration, development,
production and selling activities offshore China and internationally.

CNOOC, the parent company, is involved in the administrative, research and
services functions for the People's Republic of China's offshore petroleum
industry as well as other mid- or down-stream petroleum projects.


                                  *** *** ***

This press release contains statements that are not historical facts,
including statements about beliefs and expectations of the directors of CNOOC
Limited (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 in the PRC economic,
political



and social conditions as well as government policies.

                                  *** *** ***

For further enquiries, please contact:

Mr. Xiao Zongwei
General Manager of Investor Relations
CNOOC Limited
Tel: +86-10-8452-1646
Fax: +86-10-8452-1441
E-mail: xiaozw@cnooc.com.cn

Ms. Sharon Fung
Ketchum Newscan Public Relations Ltd
Tel: +852-3141-8082
Fax: +852-2510-8199
E-mail:  Sharon.Fung@knprhk.com



                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report on Form 6-K to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                            CNOOC Limited


                                            By: /s/ Cao Yunshi               
                                                -----------------------------
                                                Name:   Cao Yunshi
                                                Title:  Company Secretary

Dated: December 12, 2005