Washington, D.C. 20549


                                   FORM 6-K


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

                              For March 27, 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 Announces 2001 Results

(Hong Kong, March 27, 2002) - CNOOC Limited (the "Company", SEHK: 883; NYSE:
CEO) announced today its annual results for the 12 months ended December 31,
2001. In the past year, the Company generated revenue of Rmb 20.8 billion
(USD2.5 billion), while net profit totaled Rmb 8 billion (USD 966.6 million)
for the same period. Despite a 17.3% year-over-year decrease in realized oil
prices, oil and gas sales fell only 6.7% to Rmb 17.6 billion (USD2.1 billion),
helped by a 9.2% year-over-year production increase. Daily production in 2001
was 261,379 barrels of oil equivalent ("BOE").

EBITDE, a key industry financial benchmark, decreased 6.2 percent to Rmb 14.4
billion (USD1.7 billion). A more than 50% increase in the Company's tax
provision due to the expiration of a tax holiday also hit the bottom line. Net
income totaled Rmb 8 billion (USD 966.6 million), a 23% decrease from 2000
levels. Pre-tax operating cash flow in 2001 reached Rmb 14.0 billion (USD1.7
billion), still in line with that of last year.

"2001 was a milestone year for CNOOC Limited. We entered the international
capital market with the listing of our shares on the Hong Kong and New York
stock exchanges and made material progress in our development plans offshore
China," said Wei Liucheng, Chairman and Chief Executive Officer. He continued,
"Going forward we will continue to exercise the same principles and discipline
that have been the driving force behind the success of the Company."

"Although the decrease in global oil prices had a negative impact on our
financial results, they do not overshadow our operational achievements in
2001," said, Fu Chengyu, President and Chief Operating Officer. He added, "We
have realized our targets for annual production, reserves replacement,
production costs, and our exploration and development programs."

In 2001, the Company achieved annual production of 95.4 million BOE while
maintaining its low cost structure. There were also seven discoveries in Bohai
Bay, Eastern South China Sea, and Western South China Sea. With ten successful
appraisal wells drilled in 2001, the Company achieved a reserve replacement
ratio of 131%. CNOOC Limited expects these new fields to support sustainable
and cost-efficient growth in production, through field development projects,
and in reserves, through follow-on appraisal well drilling. As of December 31,
2001, net oil and gas reserves totaled approximately 1.8 billion BOE.

"The Company has also maintained its solid financial position in 2001 through
prudent financial planning and cost control," said Mark Qiu, Chief Financial
Officer and Senior Vice President. He added, "Aside from the performance of
our share price, the market's belief in our financial strength has been
evidenced by our successful debut international bond issue in this month. The
Company's financial strength will provide us with the flexibility needed to
implement our strategic goals in 2002 and beyond."

"2002 should also be an exciting year for CNOOC Limited as we continue to make

progress in exploration and development offshore China and integrate our
recently announced acquisition in Indonesia," Mr. Wei Liucheng said. He
continued, "Long-term opportunities are also anticipated for the development
of the natural gas business in China and we continue to focus on extending our
competitive position in coastal China markets."

The Board of Directors recommended a HKD 15 cent per share year-end dividend.
Pending shareholder approval, the final dividend is payable on June 19th.


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 27, 2002