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 March 11, 2004



                                 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.)





PRESS RELEASE

                CNOOC To Develop The Third Chinese LNG Terminal

      (Hong Kong, March 11, 2004) - CNOOC Limited (the "Company", NYSE: CEO,
SEHK: 883) announced today that China National Offshore Oil Corporation
("CNOOC"), its parent company, has signed an agreement with Zhejiang
Provincial Government to jointly develop China's third LNG terminal in
Zhejiang. Mr. Lu Zushan, Governor of Zhejiang province and Mr. Fu Chengyu,
President of CNOOC, signed the agreement for both parties.

      The project is envisaged to include three components, an LNG
re-gasification terminal, a gas trunk line and a gas fired power plant. The
designed capacity of the LNG terminal is set around three million tons a year.
CNOOC is expected to take a 51% of interest in the project.

      Mr. Fu Chengyu, President of CNOOC, commented: "Zhejiang has shown
stellar economic growth in recent years. The proposed project is designed to
fuel the continuous growth expected and to meet the resulting energy demands
in the area. Safe, secure, clean and stably priced natural gas as a
supplemental fuel will undoubtedly benefit Zhejiang customers. CNOOC, an
experienced LNG project developer in China, is honored to be a key part of the
project."

CNOOC Limited is expected to enter into potential supplying LNG production
project to enhance supply security for the project.



                                      End


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 353,102 BOE
(unaudited) per day for the first nine months of 2003.

CNOOC Limited is currently engaged in exploration, development and production
in 4 major areas offshore China, which covers Bohai Bay, Western South China
Sea, Eastern South China Sea and East China Sea. The Company is also one of
the largest offshore crude producers in Indonesia.

The Company has about 2,047 employees.







              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
Limited (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 in PRC economic, political
and social conditions as well as government policies.

*** *** ***

For further inquiries, please contact:

------------------------------------------------------------------------------
Mr. Xiao Zongwei                 Ms Anne Lui/Ms. Maggie Chan/Ms. Carol Chan
CNOOC Limited                    Ketchum Newscan Public Relations
Tel : +86 10 8452 1646           Tel: 852-3141-8016/852-3141-8063/852-3141-8091
Fax: +86 10 8452 1441            Fax: 852-2510-8199
E-mail: xiaozw@cnooc.com.cn      E-mail: anne.lui@knprhk.com
        -------------------              -------------------
                                         carol.chan@knprhk.com
                                         ---------------------
                                         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:  March 11, 2004