Washington, D.C. 20549

                                   FORM 6-K

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

                               For March 4, 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 Raises Financing Through Issue of US$500 Million Global Bonds
                           by Its Finance Subsidiary

HONG KONG, March 4, 2002 - CNOOC Limited (NYSE: CEO; SEHK: 883, the "Company")
today announced that its wholly-owned subsidiary, CNOOC Finance (2002)
Limited, has priced an offering of US$500 million of 10-year 6.375% Notes
("Notes"). The Notes, fully guaranteed by the Company, were priced at 163
basis points over the benchmark 10-year U.S. Treasury (with a yield of
6.543%). The Notes are rated Baa2 with positive outlook by Moody's Investors
Service and "BBB" by Standard & Poor's Ratings Services. The Notes were placed
to U.S. investors pursuant to Rule 144A and to other investors pursuant to
Regulation S.

Commenting on the issuance, Mr. Wei Liucheng, Chairman and Chief Executive
Officer, said, "The Company is happy to take advantage of the current
favorable interest rate environment. Despite market demand, the Company
decided to raise US$500 million as originally planned."

Mr. Mark Qiu, Chief Financial Officer and Senior Vice President, also added,
"The offering will help achieve several of CNOOC Limited's financial
objectives, including lengthening our debt maturity profile and diversifying
our funding sources."

The Company intends to use the net proceeds of the offering for general
corporate purposes.

The Notes have not been registered under the U.S. Securities Act of 1933, as
amended, and are being offered and sold only to certain non-U.S. persons in
transactions outside the U.S. in reliance on Regulation S under the Securities
Act and to qualified institutional buyers in the U.S. in reliance on Rule 144A
under the Securities Act. Unless so registered, the Notes may not be offered
or sold in the United States except pursuant to an exemption from the
registration requirements of the Securities Act and applicable state
securities laws. This announcement is neither an offer to sell nor a
solicitation of an offer to buy any of these securities in the United States
or any other jurisdiction.


Notes to Editors:


Incorporated in Hong Kong in August 1999, CNOOC Limited (SEHK: 883; NYSE: CEO)
is the dominant producer of crude oil and natural gas offshore China. CNOOC
Limited 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.

CNOOC Limited 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.


CNOOC Limited, incorporated in Hong Kong, is a 70.6% 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 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 downstream petroleum projects.


This press release contains statements that are not historical facts,
including statements about beliefs and expectations of the directors of CNOOC
Ltd. (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: March 4, 2002