`SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   FORM 6-K



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


                             For December 7, 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
1934.)


                   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 to Tap Gas Offshore Australia

(Beijing, November 20, 2001) - CNOOC Limited (SEHK:883, NYSE:CEO) (the
"Company" ) announced today that, following discussions with Australia LNG Pty
Ltd, it has signed a Heads of Agreement with the NWS participants, BHP
Petroleum (Northwest Shelf) Pty Ltd, BP Developments Australia Pty Ltd,
Chevron Australia Pty Ltd, Japan Australia LNG (MIMI) Pty Ltd, Shell
Development (Australia) Proprietary Limited and Woodside Energy Ltd, on a new
joint venture to develop Northwest Shelf gas in Australia, pending the result
of the current Guangdong LNG supply bid. The proposed joint venture, China LNG
JV, targets China's LNG market for its gas development project.

The Company agrees to co-invest in the development of Australia's Northwest
Shelf Gas Project for the sale of LNG to China markets. Under the agreement,
the Company will invest with other participants in the venture that will
produce and process natural gas for LNG supply targeted for China.

Mr. Wei Liucheng, Chairman and CEO of the Company said, "CNOOC Limited has
long expressed desire to secure upstream assets for LNG import. We are looking
forward to similar agreements with all other potential suppliers."


************

Notes to Editors:

CNOOC LIMITED - BACKGROUND

Incorporated in Hong Kong in August 1999, the Company 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.



CNOOC LIMITED - RELATIONSHIP WITH ITS PARENT COMPANY

The Company 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
services 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,
including 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
Tel : +86 10 8452 1646
Fax: +86 10 8452 1648
E-mail: xiaozw@cnooc.com.cn



                                  SIGNATURES

     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: December 7, 2001