Washington, D.C. 20549

                                   FORM 6-K

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

                              For August 26, 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 to Acquire Australian Gas Reserves

(Beijing, August 23, 2002) - CNOOC Limited (together with its subsidiaries,
the "Company", SEHK: 883, NYSE: CEO) announced today that it is pleased to
confirm that the Company has received an offer to acquire an interest in the
upstream production and reserves of Australia's North West Shelf Gas Project
("NWS Gas Project"). Under the terms of the offer, the Company would also
assume a 25% interest in the China LNG Joint Venture ("CLNG JV"), which will
be established to supply LNG from the NWS Gas Project to the Guangdong LNG
terminal. The preliminary terms envisage the Company paying approximately
US$320 million to purchase an approximate 5% interest in the upstream reserves
of the NWS Gas Project, assuming certain minimum levels of natural gas
supplied to the Guangdong LNG terminal and the payment by the CLNG JV parties
of a tariff comprising a component for both past and future capital and
operating expenditure for access to NWS Gas Project infrastructure. The
Company's minimum estimated share of reserves would be approximately 1.1
trillion cubic feet of natural gas, and the Company's share of natural gas and
associated liquids equates to approximately 210 million barrels of oil

"The acquisition of a material stake in CLNG JV and the upstream production
and reserves offers the Company immediate access to a world-class gas project
with world-class partners. CNOOC Limited's participation, meanwhile, helps
ensure a safe, reliable, and potentially growing supply of natural gas from
Australia to the rapidly growing market in China," commented Mr. Wei Liucheng,
Chairman and CEO of CNOOC Limited.

The Company considers the offer to be strategically and economically
attractive and complementary to its natural gas strategy. The Company will
actively discuss terms of agreements with offering partners and strive to
reach final and definitive agreements in a timely manner.

Overview of the NWS Gas Project

The NWS Gas Project is a joint venture between the NWS Gas Project
Participants and is Australia's largest natural resource project. The NWS Gas
Project Participants comprise of BHP Billiton Petroleum (North West Shelf) Pty
Ltd, BP Developments Australia Pty Ltd, ChevronTexaco Australia Pty Ltd, Japan
Australia LNG (MIMI) Pty Ltd (Mitsubishi and Mitsui), Shell Development
(Australia) Pty Ltd and Woodside Energy Ltd (Operator).


The actual level of reserves to be purchased by CNOOC Limited is dependent on
ongoing supply negotiations. If the Company accepts this offer, any
acquisition of a participating interest in the NWS Gas Project will be subject
to various conditions (including regulatory approvals). The Company may from
time to time, if appropriate, make further announcements regarding this offer.

*** *** ***

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, 2001, its net proved
reserves were 1.8 billion barrels-of-oil equivalents and its net production
totaled 261,379 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
slightly over 1,000 employees. The Company has become the largest offshore
producer in Indonesia after the acquisition of Indonesian assets.

*** *** ***

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 1441

Ms Anne Lui/ Ms. Zelda Yung/Ms. Maggie Chan
Ketchum Newscan Public Relations
Tel: 852-3141-8016/ 852-3141-8028/852-3141-8063
Fax: 852-2510-8199


         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: August 26, 2002