Washington, D.C. 20549


                                   FORM 6-K


                     PURSUANT TO RULE 13a-16 OR 15d-16 OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                              For April 19, 2002

                                 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

                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 Closes Repsol YPF Deal

(Hong Kong, April 19, 2002) - CNOOC Limited (the "Company", SEHK:883; NYSE:
CEO) announced today that it completed its agreement to acquire nine Repsol
YPF S.A. subsidiaries owning working interests in five oil and gas properties
in Indonesia. The transaction has effect from January 1, 2002. CNOOC Limited
and the Repsol YPF group previously entered into a definitive agreement on
January 18, 2002.

"We are pleased to have completed this acquisition which represents a major
milestone in the Company's development", said Mr. Wei Liucheng, Chairman and
CEO. He continued, "We are already well advanced in our plans to fully
integrate these operations and employees with our existing operations and very
impressed with the quality of people and facilities and the results of
operations to date."

The acquired assets include various interests in oil and gas producing
properties offshore Indonesia which held more than 360 million barrels of
petroleum reserves. The Company is expected to pay USD $585 million plus a USD
$6.86 million final oil price adjustment payment. CNOOC Limited also has a
presence in Indonesia through a 39.51% participating interest in the Malacca
Strait PSC.


Notes to Editors:


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, 2000, its net proved
reserves were 1.8 billion barrels-of-oil equivalents and its net production
totaled 239,337 BOE per day.

CNOOC Limited has interests in 45 crude oil and gas properties in four major
producing areas: Bohai Bay, Western South China Sea, Eastern South China Sea
and East China Sea. The Company is a major oil and gas company in China with
approximately 1,000 employees.


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 and
production activities offshore China and internationally.

CNOOC, the parent company, is involved in the administrative, research, and

functions for the PRC 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
Ltd. (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, of the PRC's 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 1648


         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: April 19, 2002