SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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                                   FORM 6-K

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


                             For September 4, 2003



                                 CNOOC Limited

                (Translation of registrant's name into English)
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                                  65th Floor
                              Bank of China Tower
                                One Garden Road
                              Central, Hong Kong
                   (Address of principal executive offices)

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  (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.)







FOR IMMEDIATE RELEASE

          CNOOC ANNOUNCED RECORD PROFIT AND SPECIAL INTERIM DIVIDEND

(Hong Kong, September 4, 2003) CNOOC Limited (the "Company"; NYSE: CEO, SEHK:
883) is pleased to announce that for the six months ended June 30, 2003 ("the
Period"), unaudited net profit surged to RMB 6.3 billion (US$ 765 million), a
75.0% year-over-year increase from RMB 3.6 billion (US$ 437 million), and
total revenues increased 68.3% to RMB 17.9 billion (US$ 2.16 billion) from RMB
10.6 billion (US$ 1.29 billion). The Company's Board of Directors has approved
an interim dividend of HK$ 0.14 per share (US$0.359 per ADS) and a special
interim dividend of HK$ 0.18 per share (US$0.462 per ADS) to shareholders
whose name appear on the Register of Members of the Company on September 25,
2003.

Oil and gas revenues were RMB 14.2 billion (US$ 1.7 billion), a 47.3%
year-over-year increase from RMB 9.6 billion (US$ 1.2 billion). The
significant increase in oil and gas revenues was a result of a 14.8% increase
in oil and gas production and a 30.9% increase in realized oil prices. In the
Period, the Company's average daily production increased 45,446 BOE (barrels
of oil equivalent) per day, or a 14.8% year-over-year increase, to 352,780 BOE
per day. The Company continues to maintain its low cost structure. All-in
production costs offshore China were US$8.81 per BOE.

"The company's strategy continues to yield robust results and to deliver
steady returns to shareholders. Performance and shareholder value focus are
clearly reflected in the interim results," commented Mr. Wei Liucheng, the
Company's Chairman and CEO, "Gas business development and exploration
successes are putting the Company on the right track to achieving sustainable
growth."

CNOOC Limited raised US$500 million through another successful global bond
offering in May 2003. The Company also completed the acquisition of equity
interests in the Tangguh LNG Project in Indonesia and reached agreements on
key terms to acquire an equity interest in the reserves of Australia's North
West Shelf project. The Company also closed the acquisitions of certain
offshore oil producing properties from BP and Kerr McGee.

With RMB 764 million (US$ 92 million) exploration expenditures for the Period,
the Company completed drilling of 38 wells. The Company made seven oil and gas
discoveries offshore China, of which five were in Bohai Bay. Of the seven
discoveries, five were made independently and two in conjunction with the
Company's PSC partners. Development expenditures increased by 75%
year-over-year to RMB 3.4 billion (US$ 410 million) for the Period, compared
to RMB 1.9 billion (US$ 235 million) for the first half of 2002. The Company's
development spending continues to grow as fifteen major projects are expected
to come on stream between 2003 and 2005. "We have met and exceeded our targets
for exploration and development," commented Zhou Shouwei, President of the
Company.

The Company's Board of Directors has approved an interim dividend of HK$0.14
per share (US$0.359 per ADS) and a special interim dividend of HK$0.18 per
share (US$0.462 per ADS) to shareholders whose name appear on the Register of
Members of the Company on September 25, 2003. "In line with CNOOC Limited's
publicly stated policy and previous practices, the special interim dividend is
an extra-bonus to our shareholders due to a strong realized oil price and the
excellent financial performance of the Company," commented Mr. Mark Qiu, CFO
of the Company.

Notes to Editors:

CNOOC LIMITED - BACKGROUND
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, 2002, its net proved
reserves were 2.0 billion barrels-of-oil equivalents and its net production
averaged 346,639 BOE per day in 2002.




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
slightly over 1,000 employees. The Company has become the largest offshore
producer in Indonesia after the acquisition of Indonesian assets.

CNOOC LIMITED - RELATIONSHIP WITH ITS PARENT COMPANY
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,
production and selling activities offshore China and internationally.

CNOOC, the parent company, is involved in the administrative, research, and
services functions for the China 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:

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Mr. Xiao Zongwei                Ms Anne Lui/Ms. Maggie Chan/Ms.
Carol Chan CNOOC Limited        Ketchum Newscan Public Relations
Tel : +86 10 8452 1646          Tel:852-3141-8016/ 852-3141-8063/3141-8091
Fax: +86 10 8452 1648           Fax: 852-2510-8199
E-mail: xiaozw@cnooc.com.cn     E-mail:  anne.lui@knprhk.com
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                                    carol.chan@knprhk.com
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                                maggie.chan@knprhk.com
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                                  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: September 4, 2003