EXHIBIT 4.45







                              Framework Agreement

                   on Mutual Supply of Products and Services




                                    between


                    China National Offshore Oil Corporation


                                      and

                                 CNOOC Limited

                             (Summary Translation)







                                Exhibit 4.45-1
<PAGE>

<TABLE>
<CAPTION>
                                             Table of Contents


   <S>           <C>
   ARTICLE 1     SCOPE OF PRODUCTS AND SERVICES..........................................................3
   ARTICLE 2     TRADING PRINCIPLES......................................................................4
   ARTICLE 3     PRICING PRINCIPLES......................................................................5
   ARTICLE 4     IMPLEMENTATION..........................................................................6
   ARTICLE 5     RIGHTS AND OBLIGATIONS..................................................................7
   ARTICLE 6     TERM AND TERMINATION OF INDIVIDUAL PRODUCT  AND SERVICE CONTRACT........................7
   ARTICLE 7     REPRESENTATIONS AND WARRANTIES..........................................................8
   ARTICLE 8     PERFORMANCE OF THIS AGREEMENT...........................................................9
   ARTICLE 9     FORCE MAJEURE...........................................................................9
   ARTICLE 10    ANNOUNCEMENT...........................................................................10
   ARTICLE 11    MISCELLANEOUS..........................................................................10
   ARTICLE 12    NOTICE.................................................................................11
   ARTICLE 13    APPLICABLE LAW AND DISPUTE RESOLUTION..................................................11
   ARTICLE 14    SUPPLEMENTS............................................................................11
</TABLE>



                                              Exhibit 4.45-2
<PAGE>

         Framework Agreement on Mutual Supply of Products and Services
                             (Summary Translation)

      This agreement is entered into in Beijing on 8 December 2005 by and
between the following parties:

      China National Offshore Oil Corporation (hereinafter referred to as
"CNOOC"), a state-owned enterprise incorporated and lawfully existing under
the laws of the People's Republic of China ("PRC").

      CNOOC Limited (hereinafter referred to as the "Company"), a company
incorporated and lawfully existing under Hong Kong law.

      (Collectively the "Parties" and individually a "Party")

      WHEREAS

      CNOOC owns approximately 70% of the issued share capital of the Company
on the date of execution hereof.

      CNOOC is engaged in ancillary production services, engineering
construction services, information consulting services, supply services and
financial services in connection with the production and operation of
petroleum, natural gas and petrochemicals. Such services are necessary to the
production and operation of the Company and its associates. CNOOC and its
associates have personnel, technical and regional strength, as well as
long-term cooperation with the Company and its associates. Therefore, the
Company is willing to procure the said products and services from CNOOC in
accordance with the provisions hereof.

      The Company has crude oil, condensate oil, liquefied petroleum gas,
natural gas and relevant byproducts and semi-finished products, and is capable
of providing other petroleum-related products and services. The Company has
also had long-term cooperation with CNOOC. Therefore, CNOOC is willing to
procure the said products and services from the Company in accordance with the
provisions of this Agreement.

      NOW THEREFOR AFTER AMICABLE NEGOTIATION, THE PARTIES HAVE AGREED AS
FOLLOWS.


                  Article 1   Scope of Products and Services

      1.1    The products and services to be provided by the Company to CNOOC
             include:

             1.1.1  management, technical, facilities and ancillary services,
                    including supply of materials: technical consulting,
                    technology transfer, management, technical research
                    services and other supporting services;



                                Exhibit 4.45-3
<PAGE>

             1.1.2  petroleum and natural gas products, byproducts and
                    semi-finished products as well as other various
                    petroleum-related products;

             1.1.3  long-term contracts in connection with natural gas,
                    liquefied natural gas, byproducts and semi-finished
                    products as well as other various petroleum-related
                    products.

      1.2    The products and services to be provided by CNOOC to the Company
             include:

             1.2.1  exploration and support services: geophysical exploration
                    services, seismic data acquisition and processing,
                    integrated exploration research services, collection of
                    geophysical data, ocean geological forecast and data
                    processing, offshore drilling, well survey, well logging,
                    well cementation and other related technical services,
                    ship tugging, transportation and security services and
                    other related technical and supporting services;

             1.2.2  oil and gas field development and support services:
                    geologic examination, offshore drilling, well survey, well
                    logging, well cementation and other related technical
                    services, design, construction, installation and tuning of
                    production facilities, shipping transportation, provision
                    of materials, integrated research on development
                    techniques as well as other related technical and
                    supporting services;

             1.2.3  oil and gas field production and support services:
                    integrated research on production techniques, well
                    workover, shipping transportation, oil tanker
                    transportation, provision of materials, platform
                    maintenance, repair of equipment and pipelines, production
                    operations, oil extraction, oil and gas production labor
                    services, warehousing and storage, lease of equipment and
                    building, road transportation services, telecommunication
                    and network services, wharf services, construction
                    services, including roads, wharf, buildings, factories and
                    water barrier, maintenance and repair of major equipment,
                    medical, childcare and social services, provision of
                    water, electricity and heat, security and fire services,
                    technical training, accommodation, maintenance and repair
                    of buildings, catering services and other related
                    technical and supporting services.

             1.2.4  management, marketing and other ancillary services:
                    marketing services, management, staff recruitment,
                    publishing, telecommunications, leases of properties,
                    property management, supply of water, electricity and
                    heat, car rental, integrated services and integrated
                    research.

             1.2.5  FPSO vessel leases.


                        Article 2   Trading Principles

      2.1    With regard to all the products and services hereunder, the
             particular parties may otherwise enter into relevant contracts in
             accordance with the scope provided herein.



                                Exhibit 4.45-4
<PAGE>

             The particular parties refer to CNOOC, the Company and their
             respective associates. The Parties agree that such relevant
             contracts shall be executed based on the following general
             principles:

             o   The products and services thereunder shall be satisfactory to
                 the other Party;
             o   The products and services thereunder shall be provided on an
                 fair and reasonable price basis;
             o   The products and services thereunder shall be provided by
                 CNOOC to the Company in accordance with such terms and
                 conditions as are more favorable than those offered by an
                 independent third party; and
             o   The products and services thereunder shall be provided by the
                 Company to CNOOC on the terms and conditions no less
                 favorable than those available to an independent third party.


                        Article 3   Pricing Principles

      3.1    Subject to the trading principles set out in Article 2.1 hereof,
             under the prevailing local market conditions (including
             considerations such as volume of sales, length of contracts,
             package of services, overall customer relationship and other
             market factors), the products and services under Article 1 shall
             be based on arm's length negotiation and on normal commercial
             terms or on terms no less favourable than those available to any
             independent third party. Where such pricing principles are not
             applicable, the products and services under Article 1 shall be
             respectively priced in accordance with Articles 3.2 to 3.5
             hereof.

      3.2    The products and services under Articles 1.2.1 to 1.2.4 hereof
             shall be provided in accordance with the following pricing
             principles and precedence(pound)(0)

             (i)   State -prescribed price; or

             (ii)  Where there is no state-prescribed price, market prices
                   (including local, national or international market price); or

             (iii) When neither (i) nor (ii) is applicable, the cost to CNOOC
                   for providing the relevant products and services plus a
                   margin of not more than 10%, before any applicable taxes.

      3.3    The products and services under Article 1.2.5 hereof shall be
             provided at the market prices and according to normal commercial
             terms.

      3.4    The products and services under Article 1.1.1 hereof shall be
             provided in accordance with the following principles and normal
             commercial terms:

             (i)   State -prescribed price; or
             (ii)  Where there is no state-prescribed price, market prices
                   (including local, national or international market price);
                   or
             (iii) When neither (i) nor (ii) is applicable, the cost to CNOOC
                   for providing the relevant products and services plus a
                   margin of not more than 10%, before any applicable taxes.



                                Exhibit 4.45-5
<PAGE>

      3.5    The products and services under Articles 1.1.2 to 1.1.3 hereof
             shall be provided in accordance with the following principles and
             precedence:

             (i)   State -prescribed price; or
             (ii)  Where there is no state-prescribed price, market prices
                   (including local, national or international market price).


                          Article 4   Implementation

      4.1    The Parties shall ensure and procure their respective associates
             to execute such individual product and service supply contracts
             as are complied with the principles and provisions hereunder.

      4.2    The various product and service supply contracts which were
             entered into by and between the Parties and their associates
             before January 1, 2006 and will remain effective after January 1,
             2006, shall be deemed as contracts entered into in accordance
             with the provisions of this Agreement. Where any or all of such
             contracts are inconsistent with the provisions of this Agreement,
             they shall be amended in compliance with the provisions of this
             Agreement.

      4.3    The term of such individual product and service supply contracts
             as are entered into in accordance with Articles 1.1.1, 1.1.2 and
             1.2.1 to 1.2.4 shall not be more than two years. Where the term
             of such contracts is not more than two years and will expire
             however after December 31, 2007, the followings shall be provided
             therein: "This contract shall be terminated on December 31, 2007
             provided that CNOOC Limited fails to obtain the approval of the
             annual caps from 2008 to 2010 for the connected transactions
             falling into such category according to the requirements of the
             Rules Governing the Listing of Securities on the Stock Exchange
             of Hong Kong Limited (the "Listing Rules") until December 31,
             2007."

      4.4    The term of such individual product and service supply contracts
             as are entered into in accordance with Article 1.2.5 shall not be
             more than twenty (20) years. The followings shall be provided
             therein: This contract shall be terminated on December 31, 2007
             provided that CNOOC Limited fails to obtain the approval of the
             annual caps from 2008 to 2010 for the connected transactions
             falling into such category according to the requirements the
             Listing Rules until December 31, 2007."

      4.5    The term of such individual product and service supply contracts
             as are entered into in accordance with Article 1.1.3 shall not be
             more than twenty (20) years. The followings shall be provided
             included therein: This contract shall be terminated on December
             31, 2007 provided that CNOOC Limited fails to obtain the approval
             of the annual caps from 2008 to 2010 for the connected
             transactions falling into such category according to the
             requirements the Listing Rules until December 31, 2007."




                                Exhibit 4.45-6
<PAGE>

                      Article 5   Rights and Obligations

      5.1    The Parties may

             5.1.1  provide certain products and services to any third party
                    provided that a guarantee by one Party of supply of the
                    products and services hereunder has been made to the other
                    Party.

             5.1.2  receive lawfully payment due for products and services in
                    accordance with the provisions herein.

      5.2    The Parties shall

             5.2.1  procure and ensure their respective associates to provide
                    products and services to the other Party in compliance
                    with the standards and pricing principles set out in this
                    Agreement and individual product and service supply
                    contracts.

             5.2.2  coordinate the matters related to the aforesaid individual
                    product and service supply contracts under engagement by
                    concerned parties to such individual product and service
                    supply contacts; and

             5.2.3  make relevant payment and pay service fees due pursuant to
                    this Agreement and relevant individual product and service
                    supply contracts.

      5.3    The Company may elect to utilize the products and services
             provided by either CNOOC or any third party.


             Article 6   Term and Termination of Individual Product
                               and Service Contract

      6.1    This Agreement shall become effective from January 1, 2006 upon
             execution by the authorized representatives of the Parties and
             shall remain in effect for a term of two (2) years.

      6.2    If any Party breaches any provisions of this Agreement (the
             "Breaching Party"), the other party (the "Non-breaching Party")
             may notify the Breaching Party in writing of such breach and
             request the Breaching Party to make relevant remedies within the
             reasonable period specified; the Non-breaching Party may
             forthwith terminate this Agreement provided that the Breaching
             Party fails to make such remedies within the aforesaid specified
             period. The Non-breaching Party reserves the right to recourse
             and claim compensation and any other claims available under the
             applicable laws.



                                Exhibit 4.45-7
<PAGE>

      6.3    Any rights or obligations of any Party having arisen out of this
             Agreement shall survive the termination of this Agreement.

      6.4    The Parties agree that each Party may terminate an individual
             product and service supply contract in respect of any certain or
             some products or services, with at least 6-month prior written
             notice. In addition, in respect to any products or services
             contracted before, such relevant contracts may be terminated only
             after such products and services are supplied.

      6.5    Where CNOOC intends to terminate the supply of any product or
             service while the Company fails to find another supplier for such
             product or service (the Company shall notify CNOOC of such
             situation from time to time), CNOOC shall continue to supply such
             product or service pursuant to this Agreement unless otherwise
             consented by the Company.


                  Article 7   Representations and Warranties

      7.1    CNOOC represents and warrants that:

             7.1.1  CNOOC is a stated-owned enterprise duly incorporated
                    pursuant to the PRC law with independent legal person and
                    valid business license;

             7.1.2  CNOOC has obtained all the government approvals (if
                    required) and internal authorizations necessary for the
                    execution and performance of this Agreement. This
                    Agreement shall become binding on CNOOC upon execution by
                    the authorized representative of CNOOC;

             7.1.3  The execution and performance of this Agreement by CNOOC
                    will not violate any other agreement entered into by CNOOC
                    or its articles of association, nor conflict as a matter
                    of law with other agreements entered into by CNOOC or its
                    articles of association.

      7.2    The Company represents and warrants that:

             7.2.1  the Company is a Hong Kong company duly incorporated in
                    accordance with the Hong Kong law with independent legal
                    person and valid business license;

             7.2.2  the Company has obtained all internal authorizations
                    necessary for the execution of this Agreement and this
                    Agreement shall become binding on the Company upon
                    execution by the authorized representative of the Company;

             7.2.3  The execution and performance of this Agreement by the
                    Company will not violate any other agreement entered into
                    by the Company or its articles of association nor conflict
                    as a matter of law with other agreements entered into by
                    the Company or its articles of association.




                                Exhibit 4.45-8
<PAGE>

                   Article 8   Performance of this Agreement

      8.1    Where any transaction hereunder constitutes the connected
             transaction under the Listing Rules, such transaction may
             proceed, as required by the Listing Rules, only if such
             transaction has been exempted by the Stock Exchange of Hong Kong
             Limited ("HKSE") or approved by the independent shareholders or
             has complied with any other provisions of the Listing Rules
             concerning connected transactions. Such transaction under this
             Agreement may be carried out on conditions that the Company has
             obtained the approval of the independent shareholders or has
             complied with any other relevant provisions of the Listing Rules
             concerning connected transaction concerning such transaction.

      8.2    Where the waiver of HKSE is conditional, this Agreement shall be
             performed in compliance with such conditions.

      8.3    Where the waiver for certain connected transaction is withdrawn,
             revoked or void and such transaction fails to comply with the
             relevant requirements of the Listing Rules concerning connected
             transactions, the performance of this Agreement in connection
             with such transaction shall be suspended.

      8.4    Where the performance of this Agreement in connection with all
             the transactions hereunder is suspended pursuant to Article 8.3,
             this Agreement shall be terminated.


                           Article 9   Force Majeure

      9.1    If any Party fails to perform any or all of its obligations under
             this Agreement due to force majeure ("force majeure" shall mean
             any circumstances which cannot be reasonably controlled, foreseen
             or cannot be avoided and overcome though foreseen by the affected
             Party, and occurred after the execution of this Agreement, making
             such affected Party objectively fail to perform (including
             without limitation failure to perform even though on a reasonable
             cost) any or all of its obligations under this Agreement. Such
             force majeure includes but not limited to flood, fire, drought,
             typhoon and hurricane, earthquake and any other natural disaster,
             and traffic accident, strike, riot, war (whether or not declared)
             and acts or omissions of the government), such performance shall
             be suspended for the duration of force majeure.


      9.2    The affected Party shall promptly after its occurrence notify the
             other Party in writing and provide the other Party with
             sufficient evidence specifying the nature of such force majeure
             and its duration by hand or registered air mail within fifteen
             (15) days. The Party who claims a failure to perform this
             Agreement due to force majeure shall make all reasonable efforts
             to minimize the loss or damage that may be incurred by the
             Parties as a result of force majeure.



                                Exhibit 4.45-9
<PAGE>

      9.3    Upon the occurrence of force majeure, the Parties shall forthwith
             commence joint consultations aimed at how to implement this
             Agreement. After termination or elimination of force majeure, the
             Parties shall immediately resume the performance of their
             respective obligations hereunder.


                          Article 10   Announcement

Neither Party shall make any announcement with regard to the matters of
this Agreement without the prior written consent of the other Party except for
the announcements made in compliance with the PRC laws and relevant provisions
of the China Securities Regulatory Commission, the HKSE, the Hong Kong
Securities and Futures Commission, the New York Stock Exchange, the United
States Securities and Exchange Commission and other governmental or regulatory
authorities.


                          Article 11   Miscellaneous

      11.1   Unless otherwise provided, neither Party shall assign in whole or
             in part its rights or obligations under this Agreement without
             the prior written consent of the other Party.

      11.2   This Agreement constitutes the entire agreement between the
             Parties in respect of its subject matter and supersedes all
             previous oral or written agreements, contracts, memorandums of
             understanding and communications.

      11.3   Should any provision of this Agreement be held to be illegal,
             invalid or unenforceable, the legality, validity and
             enforceability of the remaining provisions of this Agreement
             shall remain unaffected.

      11.4   The Parties agree that CNOOC and the Company will bear and pay
             respectively any costs and expenses arising out of this Agreement
             subject to relevant PRC laws. If relevant laws are not available,
             the Parties agree to equally share all the relevant costs and
             expenses.

      11.5   The amendment of this Agreement shall only be valid and effective
             subject to the signing in writing by the duly authorized
             representatives of the Parties and sufficient approval by the
             Parties. If such amendment constitutes a substantive and material
             amendment to this Agreement, such amendment shall become
             effective provided that a notification of or consent from the
             HKSE (as the case may be) and shareholders' meeting of the
             Company (if applicable) is available.

      11.6   Unless otherwise provided, failure of one Party to exercise or
             exercise on time any right, power or privilege hereunder shall
             not act as a waiver, nor shall any single or partial exercise
             thereof preclude any further exercise of any other right, power
             or privilege.




                               Exhibit 4.45-10
<PAGE>

                             Article 12   Notice

      12.1   All notices or other communications made hereunder by one Party
             shall be in writing and in Chinese and delivered by hand, or sent
             by registered air mail or facsimile addressed to the facsimile
             numbers specified by the other Party. Any such notice shall be
             deemed to have been duly served:


             12.1.1 If delivered by hand when signing by the intended
                    recipient;

             12.1.2 If sent by registered airmail, the seventh (7th) day after
                    delivery (stamp date) (If the last day is a Saturday,
                    Sunday or statutory holiday, such date shall be postponed
                    to the next business day);

             12.1.3 If sent by facsimile, upon successful transmission by the
                    sending party.


              Article 13   Applicable Law and Dispute Resolution

      13.1   This Agreement shall be governed by and construed in accordance
             with the PRC laws.

      13.2   All disputes arising out of or in connection with this Agreement
             shall be settled through negotiation by the Parties. If such
             dispute can not be settled, such dispute shall be submitted to
             China International Economic and Trade Commission ("CIETAC') for
             arbitration which shall be conducted in accordance with CIETAC
             Arbitration Rules in effect at the time of applying for
             arbitration. The arbitration award shall be final and legally
             binding to the Parties.


                           Article 14   Supplements

      14.1   Unless otherwise provided in this Agreement, in the context,

             (1) one Party includes its legal successors; and
             (2) the headings of the Articles of this Agreement are inserted
                 for convenience only and shall not be in legal force or
                 affect the interpretation of this Agreement.

      14.2   This Agreement is written in Chinese.

      14.3   IN WITNESS WHEREOF, each party hereto has caused this Agreement
             to be executed on the date written on the first page.



                               Exhibit 4.45-11
<PAGE>


China National Offshore Oil                       CNOOC Limited
Corporation


----------------------------                      -----------------------------

By:                                                       By:

Title:                                                    Title:



                               Exhibit 4.45-12