Washington, D.C. 20549

                                   FORM 6-K

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

                             For January 14, 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

CNOOC and Shell Sign Production Sharing Contract for Bohai Bay

(Beijing, January 14, 2002)- CNOOC Limited (NYSE: CEO, SEHK: 883, the
"Company") announced today that its parent, China National Offshore Oil
Corporation ("CNOOC") and Shell Exploration China Limited ("Shell") signed a
Production Sharing Contract (PSC) for the exploration of the Bonan area of
Bohai Bay.

Shell will be the operator under the contract, which involves a minimum of two
wildcat wells in the first two years, with options for two further wildcat
wells in the following four years.

The contract includes rights for Shell to participate with CNOOC in
development if oil or gas is found in commercial quantities.

The 3,190 square kilometers Block 11/26 is of one of four areas in Bohai Bay
identified for joint activities under a Strategic Alliance signed between
CNOOC and Shell on November 13, 2000. The block is in 25 meters of water in
the southern part of Bohai Bay, about 30 kilometers north west of Longkou.

Shell is planning to complete a three-dimensional (3D) seismic survey over the
area during 2002, and will drill two exploration wells in 2003.

Mr. Ru Ke, Executive Vice President of the Company said: "The signing of this
contract shows our partner's confidence in the potential of the prolific Bohai
Bay area. The Company welcomes our partners' exploration interests in offshore
China and will maintain an exploration strategy of adding reserves through
independent exploration and PSC activities."

Martin Bradshaw, Managing Director of Shell Exploration China Limited, said:
"This is a significant milestone in the development of our Strategic Alliance
Projects and demonstrates the close cooperation between our companies."

"For Shell it is also our first contract in one of China's most important oil
producing areas, and particularly exciting because of the prospects for gas.
Both CNOOC and Shell are committed to developing China's gas reserves, which
are important for the nation's sustainable development."


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                           Ms. Anne Lui/Mr. Henry Chua
CNOOC Limited                              Ketchum Newscan Public Relations
Tel : +86 10 8452 1646                     Tel: +852 3141 8016/+852 3141 8082
Fax: +86 10 8452 1648                      Fax: +852 2510 8199
E-mail:                Email:


     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: January 14, 2002