Washington, D.C. 20549

                                   FORM 6-K

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

                            For September 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

                        IN INDONESIAN GAS JOINT VENTURE

(Hong Kong, September 27, 2002) - CNOOC Limited (together with its
subsidiaries, the "Company", SEHK: 883, NYSE: CEO) announced today that it has
entered into a Heads of Agreement (the "HOA") to acquire a participating
interest in the reserves and upstream production of the proposed joint venture
known as the Tangguh LNG Project of Indonesia ("Tangguh LNG Project").

The HOA provides for the Company to acquire from BP an equivalent 12.5% stake
in the Tangguh LNG Project for approximately US$275 million through the
acquisition of interests in Production Sharing Contracts ("PSCs"). The Tangguh
LNG Project comprises three PSC areas: the Berau PSC, the Muturi PSC and the
Wiriagar PSC. The Tangguh LNG Project partners have signed a 25-year LNG
Supply Contract to provide up to 2.6 million tonnes per annum of LNG to the
Fujian LNG terminal project in China, beginning in 2007.

The Company believes that the planned acquisition of an interest in the
Tangguh LNG Project pursuant to the HOA would be economically attractive and
complementary to its natural gas strategy.

"The acquisition of a material stake in the Tangguh Joint Venture and the
reserves and upstream production would expand both the Company's natural gas
reserves and our upstream presence in Indonesia. This proposed acquisition,
together with our recently announced proposal to acquire an upstream interest
in Australia's North West Shelf's Gas Project, would be a substantial step in
executing our commitment to supplying natural gas to the rapidly growing
market in China," commented Mr. Wei Liucheng, Chairman and CEO of CNOOC

No indication can be given by the Company of the timing of any definitive
agreement or completion of any acquisition pursuant to the HOA. Any
acquisition of a participating interest in the Tangguh LNG Project will be
subject to various conditions (including regulatory approvals). The Company
may from time to time, if appropriate, make further announcements regarding
the HOA.

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, 2001, its net proved
reserves were 1.8 billion barrels-of-oil equivalents and its net production
totaled 261,379 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

East China Sea. The Company is a major oil and gas company in China with
slightly over 1,000 employees. The Company has become the largest offshore
producer in Indonesia after the acquisition of Indonesian assets.

*** *** ***
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 1441

Ms Anne Lui/ Ms. Zelda Yung/Ms. Maggie Chan
Ketchum Newscan Public Relations
Tel: 852-3141-8016/ 852-3141-8028/3141-8063
Fax: 852-2510-8199


        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: September 27, 2002