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 March 10, 2003



                                 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
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(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
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(If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): N/A.)







FOR IMMEDIATE RELEASE

       CNOOC LIMITED AGREES TO ACQUIRE A STAKE IN THE HIGHLY ATTRACTIVE
                     KASHAGAN FIELD IN NORTH CASPIAN SEA

(Hong Kong, March 7, 2003) - CNOOC Limited (together with its subsidiaries,
the "Company", SEHK: 883, NYSE: CEO) is pleased to announce that it has
entered into an agreement with BG International Limited (BG), a wholly owned
subsidiary of BG Group, to acquire from BG a 1/12th (8.33%) interest in the
North Caspian Sea Project (the "Project") in Kazakhstan for US$615 million.

The Project covers approximately 5,600 square kilometers of the Caspian Sea
and includes the highly attractive Kashagan field, the Kalamkas discovery and
three other significant exploration prospects: Kairan, Aktote and Kashagan SW.
The Kashagan field is one of the largest oil and gas discoveries in the world
and the largest in the past 30 years. Located in one of the world's most
prolific oil and gas basins, the field contains estimated recoverable reserves
of up to 13 billion barrels of oil equivalent. The Project is owned by a world
class consortium of partners including ENI-Agip (operator), BG Group,
ConocoPhillips, ExxonMobil, INPEX, Shell and TotalFinaElf.

"This acquisition allows the company to gain a firm foothold in one of the
world's most prolific oil and gas basins and provides the potential for
significant reserve growth and visibility in long-dated production growth,"
said Mr. Wei Liucheng, Chairman and CEO of CNOOC Limited. "We look forward to
partnering with many of the world's top oil and gas companies in what will be
the largest oil and gas project in Kazakhstan."

"This transaction further demonstrates CNOOC's opportunistic approach to
capture value enhancing transactions and strengthens the Company's long-term
growth prospects. Estimated low opex and long production life are expected to
result in strong cash flow to CNOOC and its shareholders for many years to
come" commented Dr. Mark Qiu, CFO and SVP of CNOOC Limited.

Completion of the acquisition is subject to the satisfaction of a number of
conditions including the waiver of certain preemption rights and receipt of
governmental approvals.

Credit Suisse First Boston and Merrill Lynch are acting as financial advisors
to the Company in connection with the transaction.


Notes to Editors:

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, 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
E-mail: xiaozw@cnooc.com.cn
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Ms Anne Lui/ Ms. Zelda Yung/Ms. Maggie Chan
Ketchum Newscan Public Relations
Tel: 852-3141-8016/ 852-3141-8028/3141-8063
Fax: 852-2510-8199
E-mail:    anne.lui@knprhk.com
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           Zelda.yung@knprhk.com
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           maggie.chan@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 to be issued on its
behalf by the undersigned, thereunto duly authorized.

                                         CNOOC Limited


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

Dated: March 10, 2003