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 December 27, 2004



                                 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 Appointed
                      Senior Vice President, Mr. Yang Hua
                          As Chief Financial Officer

(Hong Kong, December 24, 2004) - CNOOC Limited (together with its
subsidiaries, the "Company," NYSE: CEO, SEHK: 883) today announces that Mr.
Yang Hua, Senior Vice President of the Company and President of CNOOC
International Limited will succeed Dr. Mark Qiu as Chief Financial Officer
effective on January 1, 2005.

After joining the Company in 1982, Mr. Yang served as an Acting Director of
Overseas Development Department of the Company, President of CNOOC
International Limited and Senior Vice President of the Company, and is mainly
responsible for overseas development of the Company. He has many years of
experience in petroleum exploration and production. Mr. Yang is a senior
engineer and received his B.S. degree from China Petroleum University. He also
received a MBA degree from the Sloan School of Management at Massachusetts
Institute of Technology as a Sloan Fellow.

Mr. Yang is also experienced in financial management. He helped lead the
initial public offering ("IPO") of the Company in New York and Hong Kong in
2001. He was also a key member for pre-IPO private placements where the
Company financed US$460 million from strategic investors. As a core member of
the merger and acquisition committee of the Company, Mr. Yang has participated
in the decision-making and execution of the Company's important merger and
acquisition transactions. Between 2001 and 2003, he and other executives led
the company to acquire successfully over a billion U.S. dollars of oil and gas
assets in Indonesia and Australia.

Mr. Fu Chengyu, President and Chief Executive Officer of the Company said, "We
are very pleased that Mr. Yang Hua will become our Chief Financial Officer. He
has been working with us for a long time and is very familiar with our
business. His knowledge in petroleum exploration and production within and
outside the country is also beyond question. With years of experience in
overseas business and operations, Mr. Yang has proved himself a man with
global vision. We are confident that he will make an outstanding contribution
to our Company."

Mr. Yang Hua said, "I am very grateful to the full confidence from the Board
of Directors. I shall be dedicated to the Company and make efforts to increase
the shareholders' value in the future."

                                     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-



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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.


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



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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: December 27, 2004