SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                  -----------
                                   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 January 24, 2006



                                 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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        CNOOC Limited's Production Continues to Grow Rapidly In 2006


(Hong Kong, January 23, 2006) - CNOOC Limited (the "Company", NYSE: CEO, SEHK:
883) today announced its business strategy and development plan for year 2006.

CNOOC Limited's total targeted net production volume in 2006 is approximately
168 - 170 million barrels of oil equivalent ("BOE"), approximately a 9%
year-on-year ("YOY") increase over the estimated 153 - 157 million BOE in
2005. Net production offshore China is estimated to be 148 - 149 million BOE
in 2006. The Company's oversea output is expected to be enhanced by the North
West Shelf Project in Australia, which is scheduled to supply gas to Guangdong
LNG terminal in the first half of this year. With this project, the Company's
net entitlement overseas is expected to reach approximately 20 - 21 million
BOE (with reference of WTI US$55.3/barrel).

During the year, ten projects offshore China are expected to come on stream,
two of which are ready for production. Overall, for 2006 and 2007, it is
expected that 16 projects will be completed.

On the exploration front, the Company plans to conduct more drilling, seismic
acquisition activities offshore China, particularly in Bohai Bay and the South
China Sea, in order to explore oil and gas potentials. Oversea exploration
activities will be further strengthened. The exploration budget is estimated
to increase 72% to reach the level of US$455 million and the reserve
replacement ratio is targeted to be more than 100% in 2006.

At the same time, the Company expects to spend US$2.59 billion in development,
a 30% YOY increase. In total, the Company's 2006 capital expenditure is
expected to be approximately US$3.06 billion, 35% up from last year.

With the commencement of new gas projects and the Guangdong LNG terminal, it
is believed that the Company will further strengthen its leading position in
gas business in coastal China.

Mr. Yang Hua, chief financial officer and executive vice president of the
Company commented, "CNOOC Limited has been growing its production and reserve
in the past few years. The Company has also been successful in maintaining its
all-in production costs competitive 





among global peers. We will continue to execute our cost control to maintain
our established advantage in 2006."

"Year 2006 will see CNOOC Limited becoming more active in exploring offshore
China and overseas. We are confident that tight and well-scheduled operations
with sufficient CAPEX will lead to more solid growth in reserves and
production, securing stronger long-term growth base for the Company."
Commented Mr. Fu Chengyu, chairman and chief executive officer of the Company.

End

Notes to Editors:

This press release contains statements that are not historical facts,
including statements about beliefs and expectations of the directors of the
Company on the Company and its development and future plans. These
forward-looking statements reflect the directors' current views with respect
to future events and are not a guarantee of future performance, and therefore
shareholders and potential investors should not place undue reliance on them.
The directors of the Company undertake no obligation to update or revise
publicly any of these forward-looking statements, whether in light of new
information, future events or otherwise. Forward-looking statements involve
inherent risks and uncertainties. Shareholders and potential investors are
cautioned that a number of 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 Chinese economic, political
and social conditions and government policies and in the oil and gas industry.

CNOOC LIMITED - BACKGROUND

CNOOC Limited (the "Company", together with its subsidiaries, the "Group") -
Incorporated in Hong Kong in August 1999, CNOOC Limited was listed on the New
York Stock Exchange ("NYSE") (code: CEO) and The Stock Exchange of Hong Kong
Limited ("HKSE") (code: 0883) on February 27 and 28, 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 December 31, 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.

As at December 31, 2004, the Group had 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.

                                  *** *** ***

For further enquiries, please contact:

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

Ms. Sharon Fung
Ketchum Newscan Public Relations Ltd
Tel: +852-3141-8082
Fax: +852-2510-8199
E-mail: Sharon.Fung@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: January 24, 2006