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 January 13, 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
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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.)











Company Press Release

                    CNOOC To Develop Shanghai LNG Terminal

(Hong Kong, January 13, 2005) - CNOOC Limited (the "Company", NYSE: CEO, SEHK:
883) announced today that CNOOC Gas & Power Limited, a wholly owned subsidiary
of China National Offshore Oil Corporation ("CNOOC"), the Company's parent
company, had signed an agreement with Shenergy Group Limited to plan for the
development of a liquefied natural gas ("LNG") terminal in Shanghai through
the establishment of Shanghai LNG Company Limited.

Comprising an LNG dock, a receiving terminal and a subsea gas trunk line, the
Shanghai LNG project will be have a capacity of receiving six million tons of
LNG per annum. Divided into two phases, the project is scheduled to start
operation in 2008. The designed capacity of the first phase is approximately
three million tons a year.

CNOOC Gas & Power Limited will hold a 45% interest in the new company, while
Shenergy Group Limited will hold the remaining 55% interest.

As of the date of this press release, CNOOC has entered into 4 LNG deals, each
in Guangdong, Fujian, Zhejiang and Shanghai.

Mr. Fu Chengyu, President of CNOOC, commented: "The signing of Shanghai LNG
project is another important advance in materializing CNOOC's natural gas
strategy. As a supplemental fuel to other local energy sources, the project
will help to improve people's living standard and contribute a lot to local
environment protection. We are confident that the project will further fuel
the booming economy of Shanghai."

Ends

Notes to Editor

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. It is
also one of the largest independent crude oil and gas exploration and
production companies in the world.

As of December 31, 2003, CNOOC Limited's net proved reserves were 2.1 billion
barrels-of-oil-equivalent (BOE). Its daily production for the first half ended
June 30, 2004 was 365,771 BOE (unaudited).

CNOOC Limited is currently engaged in exploration, development and production
in four major areas offshore China, which cover Bohai Bay, Western South China
Sea, Eastern South China Sea and East China Sea. It is also one of the largest
offshore crude oil producers in Indonesia.

The Company has about 2,447 employees.

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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 
Director 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

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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: January 13, 2005