Washington, D.C. 20549

                                   FORM 6-K

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

                             For January 18, 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 Limited Agrees to Buy Indonesian Assets of Repsol-YPF for US$585 Million

-- 360 million barrels-of-oil equivalent proved net working interest reserves
-- Significant operated production and extensive infrastructure
-- Opportunity to make material acquisition of low risk assets at an attractive
-- Substantial presence established in Asia Pacific region

(Hong Kong, January 18, 2002) - CNOOC Limited (the "Company", SEHK: 883; NYSE:
CEO) announced today that the group has agreed with the Repsol-YPF group to
acquire nine Repsol subsidiaries (the "Target Companies") owning working
interests in five oil and gas properties in Indonesia. The total consideration
shall, subject to adjustment, be US$585 million in cash. The acquisition is
pending customary closing conditions.

The main business of the Target Companies is the exploration, development and
production of oil and gas offshore and onshore Indonesia. The acquisition will
make the Company the largest offshore oil producer in Indonesia. Estimated net
working interest proved reserves to be acquired total approximately 360
million barrels-of-oil equivalent. The assets to be acquired include an
aggregate 65.34% interest in the Southeast Sumatra PSC, an aggregate 36.72%
interest in the Offshore Northwest Java PSC, a 25.00% interest in the West
Madura PSC, a 50.00% interest in the Poleng TAC and a 16.70% interest in the
Blora PSC.

Following completion of the acquisition, the Southeast Sumatra PSC will be
operated and majority owned by the Company. Offshore Northwest Java is
operated by a member of the BP p.l.c. group.

The Company currently has a presence in Indonesia through a 39.51%
participating interest in the Malacca Strait PSC.

Merrill Lynch (Asia Pacific) Limited is exclusive advisor to the Company in
connection with the acquisition.


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 18, 2002