Washington, D.C. 20549


                                   FORM 6-K


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

                            For September 28, 2001

                                 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.)

CNOOC Limited and Shell to Study Gas Development in Bohai Bay

(Beijing, September 26, 2001) - CNOOC Limited (SEHK: 883, NYSE: CEO) (the
"Company") announced that, through its parent, China National Offshore Oil
Corporation ("CNOOC"), it has signed a Joint Study Agreement with Shell
Exploration China Limited ("Shell") to examine options and plans for
developing oil and gas reserves in the Bonan Block of Bohai Bay.

The Bonan Block is comprised of several oil and gas fields. Two key
structures, Bozhong 26-2 and Bozhong 28-1, and the other 3 fields hold a
recoverable reserve of more than 160 million barrels of liquid and around 300
billion cubic feet of associated natural gas. The block is close to several
metropolitan areas of Shangdong Province.

Under the terms of the agreement, CNOOC and Shell will focus on how best to
commercialize natural gas reserves contained in the block. "Shangdong is
thirsty for incremental gas supply. The Bonan Block is ideally located. Shell
is a very strong partner in gas market development. We are confident of an
optimal commercialization plan being derived from the study," commented Mr. Fu
Chengyu, the President of the Company. "The monetization of the gas cap will
undoubtedly enhance the value of the fields' development."

The study is a part of a strategic alliance between Shell and CNOOC that
focuses on gas market development in coastal regions of China.

Moody's and Standard & Poor's Assign Baa2 and BBB Ratings, Respectively, to
CNOOC, the Parent of CNOOC Limited

(Beijing, September 27, 2001) The Company announced today that its parent,
CNOOC, has obtained a Baa2 rating from Moody's Investors Service and a BBB
rating from Standard & Poor's. Rating outlook for CNOOC from both agencies is

Moody's Baa2 rating reflects the strategic importance of the Chinese domestic
oil and gas industry and the inherent strength of the Company, which generates
more than 75% of CNOOC's operating cash flow. The rating also recognises the
current supportive regulatory environment and CNOOC's considerable financial
flexibility. Standard & Poor's rating reflects CNOOC's large reserve base,
good growth prospects, low cost position and moderate financial profile.

The Baa2 and BBB ratings obtained by CNOOC, the parent and a business partner
of the Company, confirm CNOOC's strong credit profile and financial
flexibility. CNOOC has committed to invest in world-class downstream projects
with world-class partners over the next few years, including a Nanhai
petrochemical project with Shell, a LNG receiving terminal partnership with BP
and others. Moody's and Standard & Poor's expect that these investments will
not materially compromise CNOOC's credit profile, which is projected to remain
appropriate for the Baa2 rating. In addition, CNOOC currently has a high
degree of financial flexibility with substantial balance sheet liquidity and
cash reserves of around US$3.6 billion.

CNOOC, headquartered in Beijing of China, is a state-owned enterprise of the
Peoples' Republic of China. The company was incorporated in 1982 to undertake
China's offshore exploration and production ("E&P") and related activities. In
addition to its E&P business, CNOOC has interests in oil services, chemical
companies and several down-stream projects.

"The rating of CNOOC, the Company's parent, is a further evidence that the
parent is a sound and strong partner. The financial strength of CNOOC will
further enhance the Company's operating flexibility and leverage, a unique
advantage that will benefit our investors in years to come," commented Mr. Wei
Liucheng, Chairman and CEO of the Company.

Dr. Mark Qiu Zi Lei, CFO and Senior Vice President of the Company, said, " The
rating was designed to improve transparency and disclosure, not to foretell an
imminent offering by CNOOC."

Credit Suisse First Boston (Hong Kong) Limited served as the Ratings Advisor
for CNOOC.


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. 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, incorporated in Hong Kong, 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
other services and 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,

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
CNOOC Limited
No. 6, Dong Zhi Men Wai Xiao Jie
Beijing, 100027
People's Republic of China
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: September 28, 2001