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 July 30, 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
                              ---------                     ----------


(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.)







The Stock Exchange of Hong Kong Limited takes no responsibility for the
contents of this announcement, makes no representation as to its accuracy or
completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the
contents of this announcement.


                               [GRAPHIC OMITTED]

                                 CNOOC LIMITED
                         [CHINESE CHARACTERS OMITTED]
(Incorporated in Hong Kong with limited liability under the Companies Ordinance)

                                 ANNOUNCEMENT


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Management of the Company is currently considering whether it will propose to
the Board for consideration the payment of any interim or special dividend.

This announcement is made pursuant to paragraph 2 of the Listing Agreement
between the Company and the Stock Exchange of Hong Kong Limited.
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CNOOC Limited (the "Company") has noted the recent increases in price and
trading volume of the shares in the Company and wishes to state that
management of the Company is currently considering whether it will propose to
the board of directors of the Company (the "Board") for consideration the
payment of any interim or special dividend in the meeting of the Board
currently scheduled to be held in late August 2003 to approve the interim
results of the Company and its subsidiaries for the six months ended 30 June
2003.

The Board wishes to remind investors that no decision has been made by
management of the Company or the Board on whether to pay any interim or
special dividend. Investors are advised to exercise caution in dealing in the
shares in the Company.

This announcement is made pursuant to paragraph 2 of the Listing Agreement
between the Company and the Stock Exchange of Hong Kong Limited.

Save as disclosed in this announcement, the Company confirms that there are no
negotiations or agreements relating to intended acquisitions or realizations
which are discloseable under paragraph 3 of the Listing Agreement, neither is
the Board aware of any matter discloseable under the general obligation
imposed by paragraph 2 of the Listing Agreement, which is or may be of a price
sensitive nature.

                                                      By order of the Board
                                                       CNOOC Limited
                                                         Cao Yunshi
                                                      Company Secretary


Hong Kong, 29 July 2003

Please also refer to the published version of this announcement in the South
China Morning Post.





                                  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
                                               ---------------------------
                                               Name:   Cao Yunshi
                                               Title:  Company Secretary

Dated: July 30, 2003