Washington, D.C. 20549

                                   FORM 6-K

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

                             For November 5, 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 Limited Reports Healthy Third Quarter Operating Results

(Hong Kong, 2 November 2001) - CNOOC Limited (NYSE "CEO", SEHK "883") (the
"Company") today reported that third quarter production increased by 11
percent to 260,189 barrels of oil equivalent (boe) per day compared to 234,972
boe per day the same quarter last year. The increase in the third quarter is
largely attributed to a 59% increase in crude oil production in the Bohai Bay.
Year to date, the Company has increased production by 7.4% from a daily
average of 243,179 boe per day in the first 9 months of 2000 to 261,061 boe
per day in the first 9 months of 2001. Natural gas production increased from
190 million cubic feet (mmcf) per day during the first half of the year to 202
mmcf per day for the third quarter.

Oil and gas revenue totaled RMB 4.34 billion for the third quarter of 2001.
The average realized oil price was USD $24.59 a barrel for the quarter,
compared to USD $29.96 a barrel for the same period of 2000. The decline
reflects the global oil price's changes during the same period. For the 9
months ended September 30, 2001, oil and gas revenue was RMB 13.90 billion,
compared to RMB 14.12 billion during the same period last year. Adding other
revenues including crude marketing revenue, total revenues amounted to RMB
4.55 billion for the current quarter, compared to RMB 5.19 billion for the
same period of 2000. The difference is mainly attributable to a more than 50%
decline in gross marketing revenue period over period. Net marketing revenue,
however, increased to RMB 61 million in the first 9 months this year from RMB
8.6 million for the same period of 2000.

"In light of the lower commodity price environment, we are very pleased with
our overall results in the quarter," said Fu Chengyu, President and Chief
Operating Officer. He added, "oil fields in all areas met or exceeded
production targets, our development projects continue to successfully meet
milestones, and we are continuing to successfully execute on our low cost
operating strategy."

In the third quarter, the Company drilled four independent wildcat and two
independent appraisal wells. The two appraisal wells tested successfully for
oil. Two of the wildcat wells tested successfully for oil and gas
respectively. The LH 19-3 discovery was made 233 kilometers south of Hong Kong
and is the first wildcat well drilled targeting gas reservoirs in the shallow
horizons of the area. This success indicates the existence of hydrocarbon
sources in the area and brightens the prospects of a number of wells planned
for the future. The WC 15-1 discovery is the second significant discovery made
in the Pearl River Mouth Basin this year. In addition, the Company's PSC
partners drilled nine wells----eight tested successfully for oil.

Development works are progressing on schedule. SZ 36-1 II is close to
completion as planned. QHD 32-6 has also commenced initial production.

The Company has made significant progress in pursuing its long term natural
gas strategy. During the quarter, the Company's parent signed agreements with
government authorities in Fujian, Shandong, and Zhejiang to undertake gas
market development and to examine natural gas imports.

"The demand for gas in the coastal areas of China is expected to grow
significantly in the next several years," said Wei Liucheng, Chairman and
Chief Executive Officer. He added, "and we are keen to capitalize the
opportunity through a well-planned and focused low-risk gas strategy."

                           Third Quarter and Year-to-Date Production Summary

                                                    2001                               2000
                                              Q3               YTD               Q3               YTD
   Crude Oil & Liquids (b/d)
           Bohai Bay                       103,942           94,941           65,400           60,138
    Western South China Sea                 41,818           44,506           43,329           49,059
    Eastern South China Sea                 74,806           82,929           88,628           94,194
        East China Sea                       4,922            4,067            3,634            4,505
           Overseas                            968            2,245            2,855            2,598
        Subtotal (b/d)                     226,456          228,689          203,846          210,498

     Natural Gas (mmcf/d)
           Bohai Bay                            48               45               45               46
    Western South China Sea                    144              140              135              142
    Eastern South China Sea                     -                -                -                 -
        East China Sea                          10                9                7                8
           Overseas                             -                -                -                 -
       Subtotal (mmcf/d)                       202              194              187              196

   Total Production (boe/d)                260,189          261,061          234,972          243,179

                                 Third Quarter and Year-to-Date Revenue and Expenditure (Unaudited)

                                                 RMB millions                                  US$ millions(1)
                                         2001                    2000                     2001                   2000
                                   Q3          YTD         Q3          YTD          Q3         YTD         Q3         YTD
       Sales Revenue(2)
     Crude oil and liquids       3,893.2    12,646.9     4,676.2     12,905.1     $470.2     $1,527.4    $564.8    $1,558.6
          Natural gas              448.4     1,256.6       403.5      1,218.2       54.2        151.8      48.7       147.1
            Others                 197.7       499.1       107.6        195.7       23.9         60.3      13          23.6
    Net marketing revenues          11.5        61.0         2.4          8.6        1.4          7.4       0.3         1.0

     Capital Expenditures
          Exploration              295         583         430          518        $35.6        $70.4     $51.9      $62.6
          Development            1,086       3,423       1,263        2,969        131          413.4     152.5      358.6
            Others                  21          23           0           15          2.5          2.8       -          1.8

             Total               1,401       4,029       1,693        3,502       $169.2       $486.6    $204.4     $422.9

        Realized Prices
        Oil, US$/barrel                                                             24.59        25.43     29.96      28.01
         Gas, UD$/mcf                                                                3.10         3.10      3.13       3.11

   Gross Marketing Revenues        588.7     1,966.2     1,637.4      4,467.0
       Less: Crude purchase        577.2     1,905.2     1,635.0      4,458.0
      Net marketing revenue         11.5        61.0         2.4          8.6

(1) Converted to US dollars at RMB 8.28 = US$1.00
(2) Does not include sales of oil & gas from Pinghu


 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: November 5, 2001