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 August 25, 2004



                                 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 ANNOUNCED PRODUCTION INCREASE AND
                                RECORD PROFIT

(Hong Kong, August 25, 2004) CNOOC Limited (the "Company"; NYSE: CEO, SEHK:
883) is pleased to announce that for the six months ended June 30, 2004 ("the
Period"), its net profit increased to RMB7.0 billion (US$850 million), a 11.2%
year-over-year increase from RMB6.3 billion (US$765 million) for the same
period of 2003. The Company's Board of Directors has approved an interim
dividend of HK$0.03 per share (US$0.385 per ADS) and a special dividend of
HK$0.05 per share (US$0.641 per ADS).

The Company's revenues arising from the sales of oil and gas were RMB16.0
billion (US$1.9 billion) for the six months ended June 30, 2004, a 13.0%
year-over-year increase from RMB14.2 billion (US$1.7 billion) for the same
period of 2003. The significant increase in oil and gas revenues was partially
a result of a 30.5% increase in natural gas production and a 12.7% increase in
realized oil prices (USD$32.18/bbl). In the Period, the Company's total
offshore China production increased by 9% year-over-year to 58.2 million boe
(barrels of oil equivalent), delivering a result better than the Company's
anticipation. The working interest production from the Company's business in
Indonesia reached 17.9 million boe. As expected, higher than budgeted oil
prices in the first half of 2004 resulted in smaller net entitlement to the
Company from it's Indonesia operations.

"The Company's winning strategy continues to yield robust results and to
deliver steady returns to shareholders. We are glad to see that, with DF 1-1
on stream, our natural gas production has increased more than 30%." said Fu
Chengyu, Chairman and Chief Executive Officer of the Company.

For the Period, the Company spent RMB971 million (US$117 million) on
exploration activities and drilled 33 wells. The Company made three oil
discoveries and were successful in eight appraisals offshore China. The
appraisal results showed that crude oil from BZ34-1 and JZ25-1(S) were API
degree of 30 and 28 respectively, which suggest fairly high quality for oil
produced in Bohai Bay, a region traditionally known for production of
relatively heavier oil. Development expenditures increased by 43%
year-over-year to RMB4.9 billion (US$587 million) for the Period, compared to
RMB3.4 billion (US$410 million) for the first half of 2003. The Company's
development spending continues to grow as 10 major projects are expected to
come onstream in the second half of 2004 and in 2005. "We are on track with
all development projects. Appraisal successes of BZ34-1 and JZ25-1(S) , where
crude reservoirs of higher quality have been identified, are very encouraging.
In addition, we are taking advantage of the current favorable oil price
environment to maximize our offshore China production by increasing
exploration expenditures. Although increased production carries higher costs,
potential returns in a high oil price environment is appealing," commented
Zhou Shouwei, President of the Company.

The Company's Board of Directors has approved an interim dividend of HK$0.03
per share (US$0.385 per ADS) and a special dividend of HK$0.05 per share
(US$0.641 per ADS), representing a 25% increase in terms of aggregate dividend
amount







compared to the same period of 2003. "The Board is committed to sharing
profits with shareholders," commented Dr. Mark Qiu, Chief Financial Officer
and Senior Vice President of the Company.




Ends

Notes to Editor

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. Total production for the six months ended June 30,
2004 was 66.6 million BOE. CNOOC Limited is currently engaged in exploration,
development and production in four major areas offshore China, which cover
Bohai Bay, Western South China Sea, Eastern South China Sea and East China
Sea. The Company is also one of the largest offshore crude oil producers in
Indonesia.

The Company has about 2,447 employees.


CNOOC LIMITED -RELATIONSHIP WITH ITS PARENT COMPANY
CNOOC Limited, incorporated in Hong Kong, is a 70.64% 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 enquiries, please contact:

Mr. Xiao Zongwei
CNOOC Limited
Tel : +86 10 8452 1646
Fax: +86 10 8452 1441
E-mail: xiaozw@cnooc.com.cn

Ms. Charlotte Kong/Ms. Joe Lee
Ketchum Newscan Public Relations
Tel: 852-3141-8063/852-3141-8028
Fax: 852-2510-8199
E-mail:  Charlotte.kong@knprhk.com
         joy.lee@knprhk.com











                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report on Form 6-K to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                          CNOOC Limited


                                          By:  /s/ Cao Yunshi
                                              -----------------------------
                                              Name:   Cao Yunshi
                                              Title:  Company Secretary

Dated: August 25, 2004