Washington, D.C. 20549

                                   FORM 6-K

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

                              For April 30, 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 First Quarter Financial
                          and Operational Highlights

(Hong Kong, 29 April 2002) CNOOC Limited (NYSE "CEO", SEHK "883", the
"Company") today reported unaudited revenues of RMB4.92 billion for the first
quarter of 2002, a 3.6% increase from the first quarter of 2001. The effects
of lower oil prices on revenues were offset by revenues from production
increases from both offshore China and Indonesia business. The average
realized price for oil was $19.01 (not including results from assets acquired
from Repsol YPF) in the first quarter, down 23.4% compared to the same quarter
last year. The average realized price in the second quarter will likely
improve given the recent spike in oil prices.

Total production increased 34.2% from the same quarter last year to reach a
record level of 350,781 barrels of oil equivalent (boe) per day. Crude oil and
liquids production was 303,647 barrels per day and natural gas production was
283 mmcf per day. The increase was largely attributable to a 42.2% increase in
crude oil production in the Bohai Bay and the addition of the Indonesian
production. In the first quarter, we have met our 2002 production target for
the quarter.

CNOOC Limited and its PSC partners plan to drill 63-89 wells in 2002, of which
23 were completed in the first quarter. Of these 23 wells, 16 were conducted
independently and 7 were completed in cooperation with PSC partners. During
the quarter, the company and its PSC partners also acquired 2,083 km of 2D
seismic data and 461 km2 of 3D seismic data and the Company continued to meet
its HSE objectives.

"It has been a solid quarter, and we are very pleased with the progress we
have made with our development projects. We have completed overall development
plans for four out of the twelve major development projects planned for 2002,
and have officially commenced development of the Xihu Trough Project. We are
certainly off to a great start," commented Mr. Fu Chengyu, COO and President
of the Company.

The Company has achieved a number of milestones in the first quarter of 2002.
On January 11, 2002, Moody's Investors Service changed its rating outlook for
both the Company and its Parent, CNOOC, to positive from stable. Both entities
were already rated Baa2 by Moody's, which is the highest rating given to any
rated Chinese company. With the change, the Company enjoys the highest rating
status among all Chinese companies rated by Moody's.

On the heels of the positive change in ratings outlook, CNOOC Limited's
wholly-owned subsidiary, CNOOC Finance (2002) Limited, issued US$500 million
in 10-year 6.375% notes on March 1, 2002. The inaugural debt issue priced at a
favorable 163 basis points over the benchmark 10-year U.S. Treasury, which
reflected the positive market demand for the issue.

On January 18, 2002, the Company announced the acquisition of nine Repsol YPF
subsidiaries that owned working interests in five oil and gas properties in
Indonesia. These businesses mainly engage in onshore and offshore exploration,
development and production of oil and gas. During the first quarter of 2002,
these properties generated net production of 65,411 boe per day and revenues
of RMB 932.5 million.

"The first quarter has been an eventful one for our Company. The acquisition
of certain Repsol YPF Indonesian assets is in line with the Company's overall
strategy to focus on production and cash flow grow. We have seen the market's
continued affirmation of our business strategy in the beginning of 2002 and we
are beginning a new chapter in the

Company's history with the addition of overseas assets," Mr. Wei Liucheng said.
He continued, "We will apply the same discipline that exists throughout the
Company to the integration of these assets."

First Quarter and Year-to-Date Production Summary(1)

                                                        2001                             2002
                                           -------------------------------  -------------------------------
Crude Oil & Liquids (b/d)                       Q1              YTD              Q1               YTD
                                           --------------  ---------------  --------------   --------------
Bohai Bay                                       89,442           89,442        127,227          127,227
Western South China Sea                         45,423           45,423         42,528           42,528
Eastern South China Sea                         89,627           89,627         75,421           75,421
East China Sea                                   3,136            3,136          3,732            3,732
Overseas                                         3,863            3,863         54,739           54,739
                                           --------------  ---------------  --------------   --------------
     Subtotal (b/d)                            231,491          231,491        303,647          303,647
                                           --------------  ---------------  --------------   --------------

Natural Gas (mmcf/d)
Bohai Bay                                           46               46             50               50
Western South China Sea                            122              122            139              139
Eastern South China Sea                              -                -               -                -
East China Sea                                      10               10             13               13
Overseas                                             -                -             81               81
                                           --------------  ---------------  --------------   --------------
     Subtotal (mmcf/d)                             178              178            283              283
                                           --------------  ---------------  --------------   --------------

                                           --------------  ---------------  --------------   --------------
Total Production (boe/d)                       261,297          261,297        350,781          350,781
                                           ==============  ===============  ==============   ==============

First Quarter and Year-to-Date Revenue and Expenditure (Unaudited)(1)

                                            RMB millions                                US$ millions(1)
                                ----------------------------------------        ----------------------------
                                        2001                 2002                 2001                   2002
                                -----------------     -----------------         -------------      ------------------
                                   Q1         YTD         Q1        YTD         Q1        YTD          Q1        YTD
                                ------       ----    ---------   ------         ---       ---      ---------    -----
Sales Revenue(2)(3)(4)
Crude oil and liquids           4,288.5     4,288.5    4,230.8    4,230.8      517.9      517.9       511.0      511.0
Natural gas                       370.7       370.7      594.5      594.5       44.8       44.8        71.8       71.8
Others                             91.9        91.9       97.8       97.8       11.1       11.1        11.8       11.8

                                -------     -------    -------    -------      ------     ------      -----      ------
     Total                      4,751.1     4,751.1    4,923.1    4,923.1      573.8      573.8       594.6      594.6
                                -------     -------    -------    -------      ------     ------      -----      ------

Capital Expenditures(2)
Exploration                       147.5       147.5      278.9      278.9       17.8       17.8        33.7       33.7
Development                     1,107.8     1,107.8    1,223.3    1,223.3      133.8      133.8       147.7      147.7
Others                              0.5         0.5       14.5       14.5        0.1        0.1         1.7        1.7

                                -------     -------    -------    -------      ------     ------      -----      ------
     Total                      1,255.8     1,255.8    1,516.7    1,516.7      151.7      151.7       183.2      183.2
                                -------     -------    -------    -------      ------     ------      -----      ------

(1) Converted to US dollars at RMB 8.28 = US$1.00
(2) Includes results from recently acquired Repsol YPF Indonesian assets
(3) Does not include sales of oil & gas from Pinghu
(4) Revenue for sales made on behalf of PSC partners based on net amount


 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: April 30, 2002