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 29, 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.)






                 CNOOC Limited Xihu Reserves at 47 Million BOE

(Hong Kong, March 29, 2004) - In response to market inquiries on certain
partners' reserve booking in Xihu Trough, a gas field of five joint ventures
of each of which CNOOC Limited (the "Company" or "CNOOC Ltd."; NYSE "CEO",
SEHK "883") owns 30 per cent, the Company disclosed that the Company has
booked approximately 47 million BOE of net proved reserves for its 30% equity
stake in Xihu Trough joint ventures as of the end of 2003.

"We have all along anticipated certain transactions in the property and have
therefore taken a consistently conservative approach in our booking of
reserves by excluding expected reserve sales," commented Mark Qiu, CFO and
Senior Vice President of the Company.

                                      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, 2003, its net proved reserves were 2.1 billion
barrels-of-oil equivalents and its net production averaged 356,729 BOE per
day. 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 producer in Indonesia.

The Company has about 2,447 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 29, 2004