Washington, D.C. 20549

                                   FORM 6-K

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

                             For October 23, 2001

                                 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 to Invest in Fujian Gas Market Development

(Beijing, October 23, 2001) - CNOOC Limited (the "Company") announced today
that China National Offshore Oil Corporation ("CNOOC"), its parent, has signed
an agreement with the Fujian provincial government on natural gas market
development in Fujian.

The agreement defines a joint investment commitment of increasing natural gas
supply and gas market development in Fujian by both parties. Both parties are
committed to sourcing gas from all viable sources, including from offshore
exploration as well as from overseas. In recognition of the supply and demand
imbalance in Fujian, both parties agreed to undertake initiatives to explore
the feasibility of LNG importation. To turn local latent demand for natural
gas into marketable demand, the parties also agreed to invest in gas-fired
power plants and related infrastructure.

"The agreement commits CNOOC and Fujian to increasing clean fuel consumption
in Fujian. The joint commitment of the provincial government and an industry
leader gives a powerful backing to the investment initiative", commented Mr.
Wei Liucheng, Chairman and CEO of the Company. Mr. Wei Liucheng continued, "It
is also another very important step forward in implementing CNOOC's natural
gas strategy".

The Company has the option to take its parent's working interest in potential
investment projects that may be generated.


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, 2000, its net proved reserves were 1.8 billion
barrels-of-oil equivalents and its net production totaled 239,337 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
approximately 1,000 employees.


The Company is a 70.6% held subsidiary of China National Offshore Oil
Corporation ("CNOOC"). The Company is the sole vehicle through which CNOOC
carries out oil and gas exploration, development and production activities
offshore China and internationally.

CNOOC, the parent company, is involved in the administrative, research and
services functions for the PRC 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 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 1648


          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

Dated: October 23, 2001