UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
For
the
month of March 2008
Commission
File Number 1-14966
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CNOOC
Limited
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(Translation
of registrant’s name into English)
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65th
Floor
Bank
of China Tower
One
Garden Road
Central,
Hong Kong
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(Address
of principal executive offices)
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Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
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Form
20-F X Form 40-F
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ____
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): ____
Indicate
by check mark whether by furnishing the information contained in this Form,
the
registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
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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): Not applicable
Signature
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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CNOOC
Limited
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By:
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/s/
Kang Xin
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Name:
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Kang
Xin
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Title:
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Company
Secretary
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Dated:
March 3, 2008
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Announcement
dated March 3, 2008, entitled “Withdrawal of Listing of US$1,000,000,000
Zero Coupon Guaranteed Convertible Bonds due 2009 on the Stock
Exchange of
Hong Kong Limited”.
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Exhibit
99.1
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.
 (Incorporated
in Hong Kong with limited liability)
(Stock
Code: 883)
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CNOOC
FINANCE (2004)
LIMITED
(Incorporated
in the British Virgin
Islands
with
limited
liability)
(Stock
Code: 2509;
ISIN Code:
XS0207120154)
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JOINT
ANNOUNCEMENT
Withdrawal
of Listing of
US$1,000,000,000
ZERO
COUPON GUARANTEED CONVERTIBLE BONDS DUE 2009
ON
THE STOCK EXCHANGE OF HONG KONG LIMITED
Reference
is made to the joint announcement dated 22 January 2008 issued by CNOOC
Limited
(the "Company") and CNOOC Finance (2004) Limited (the
"Issuer") in relation to the redemption of US$1,000,000,000
zero coupon guaranteed convertible bonds due 2009 (the "Bonds")
(the "Previous Announcement"). Unless otherwise
defined herein, capitalized terms used herein shall have the same meanings
as
those ascribed in the Previous Announcement.
On
21
February 2008, all the outstanding Bonds were fully redeemed.
Application
has been made to the Stock Exchange by the Issuer for withdrawal of listing
of
the Bonds on the Stock Exchange and such withdrawal of listing is expected
to
become effective at the close of business on 6 March 2008.
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By
order of the Board
CNOOC
Limited
Kang
Xin
Company
Secretary
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By
order of the Board
CNOOC
Finance (2004) Limited
CNOOC
Limited
Director
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Hong
Kong,
3 March 2008
As
at the
date of this announcement, the board of directors of the Company
comprises:
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Executive
Directors
Fu
Chengyu (Chairman)
Zhou
Shouwei
Wu
Guangqi
Yang
Hua
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Independent
Non-executive
Directors
Edgar
W. K.
Cheng
Chiu
Sung Hong
Evert
Henkes
Lawrence
J. Lau
Tse
Hau Yin,
Aloysius
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Non-executive
Directors
Luo
Han
Cao
Xinghe
Wu
Zhenfang
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As
at the
date of this announcement, CNOOC Limited is the sole corporate director
of the
Issuer.
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