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 21, 2005



                                 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.)








Company Press Release
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FOR IMMEDIATE RELEASE


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             CNOOC Limited Announces First Production From NB 35-2

(Hong Kong, September 20, 2005) - CNOOC Limited (the "Company" or "CNOOC
Ltd."; NYSE "CEO", SEHK "883") is pleased to announce today that Nanbao ("NB")
35-2, an independent oil field in Bohai Bay, has commenced production
successfully. The field is producing approximately 3200 barrels of oil per day
via 9 wells.

NB 35-2 is located approximately 110 kilometers southwest of Tanggu in a water
depth of about 12 meters in central Bohai Bay. The main development facilities
include two platforms and a 29.5 kilometers subsea pipeline, etc. The
flowing-in crude, after being processed in the platforms, will be transported
to the FPSO of QHD 32-6 for storage and sale.

Peak production capacity of NB 35-2 is estimated to be 18600 barrels of oil
per day.

Mr. Zhou Shouwei, President of the Company commented, "The successful start-up
of NB 35-2 once more illustrates our commitment to deliver production growth
effectively. We will continue the success with more projects to on line in the
remaining days of 2005."

CNOOC Limited acts as the operator and holds 100 percent interest of the oil
field.


End

Notes to Editors:

CNOOC LIMITED - BACKGROUND

CNOOC Limited (the "Company", together with its subsidiaries, the "Group",
"the Company" or "CNOOC") - Incorporated in Hong Kong in August 1999, CNOOC
Limited was listed on the New York Stock Exchange (the "NYSE") (code: CEO) and
The Stock Exchange of Hong Kong Limited (the





"HKSE") (code: 0883) on 27 and 28 February 2001, respectively. The Company was
admitted as a constituent stock of the Hang Seng Index in July 2001.

The Group is China's largest producer of offshore crude oil and natural gas
and one of the largest independent oil and gas exploration and production
companies in the world. The Company mainly engages in offshore oil and natural
gas exploration, development, production and sales.

The Company has four major oil production areas offshore China which are Bohai
Bay, Western South China Sea, Eastern South China Sea and East China Sea. It
is the largest offshore oil producer in Indonesia. The Group also has certain
upstream assets in regions such as Australia.

As at 31 December 2004, the Company owned net proved reserves of approximately
2.2 billion barrels-of-oil equivalent and its annual daily average net
production was 382,513 barrels-of-oil equivalent per day.

The Group has 2,524 employees.

CNOOC LIMITED - Relationship with its parent company, CNOOC

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 People's Republic of China's 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 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 the PRC economic, political and social conditions as well as government
policies.

                                  *** *** ***

For further enquiries, please contact:

Mr. Xiao Zongwei
General Manager of Investor Relations Department
CNOOC Limited
Tel: +86-10-8452-1646
Fax: +86-10-8452-1441
E-mail:  xiaozw@cnooc.com.cn
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Ms. Sharon Fung
Ketchum Newscan Public Relations Ltd
Tel: +852-3141-8082
Fax: +852-2510-8199
E-mail:    Sharon.Fung@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 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: September 21, 2005