EXHIBIT 4.46








                              Framework Agreement

                   on Mutual Supply of Products and Services




                                    between


                        China Oilfield Services Limited

                                      and

                                 CNOOC Limited

                             (Summary Translation)



                                Exhibit 4.46-1
<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......................................................................4
   ARTICLE 4     IMPLEMENTATION..........................................................................5
   ARTICLE 5     RIGHTS AND OBLIGATIONS..................................................................5
   ARTICLE 6     TERM AND TERMINATION OF INDIVIDUAL PRODUCT  AND SERVICE CONTRACT........................6
   ARTICLE 7     REPRESENTATIONS AND WARRANTIES..........................................................6
   ARTICLE 8     PERFORMANCE OF THIS AGREEMENT...........................................................7
   ARTICLE 9     FORCE MAJEURE...........................................................................7
   ARTICLE 10    ANNOUNCEMENT............................................................................8
   ARTICLE 11    MISCELLANEOUS...........................................................................8
   ARTICLE 12    NOTICE..................................................................................9
   ARTICLE 13    APPLICABLE LAW AND DISPUTE RESOLUTION...................................................9
   ARTICLE 14    SUPPLEMENTS............................................................................10
</TABLE>



                                              Exhibit 4.46-2
<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 Oilfield Services Limited (hereinafter referred to as "COSL"), a
company limited by shares 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 the "Party")


      WHEREAS

      On the date of execution hereof, both COSL and the Company are
subsidiaries controlled by China National Offshore Oil Corporation ("CNOOC")
and are listed on the Hong Kong Stock Exchange. CNOOC owns approximately 62%
of COSL's stock equity and 70% of the issued share capital of the Company.

      COSL is engaged in the survey, exploration, development and exploitation
of petroleum, natural gas and other minerals, the inspection, maintenance and
repair, lease and sales of relevant equipments, tools, instruments and tubing,
the contract work for overseas offshore oil engineering and domestic
international bidding invitation projects, and the survey, consulting, design
and supervision of the said projects, as well as in the exportation of
equipments and materials for the aforementioned overseas projects. Such
services are necessary to the production and operation of the Company and its
associates. COSL 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 COSL in accordance with the provisions hereof.

      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 COSL to the Company include:

       1.1.1    exploration services: well site survey, seismic data
                acquisition, seismic data processing, exploration well
                operation and related technical services on exploration well,
                ship tugging, transportation, provision of materials,



                                Exhibit 4.46-3
<PAGE>

                research on exploration techniques and other related technical
                and supporting services;

       1.1.2    development services: platform survey, drilling and completion
                well operation, related technical services on drilling and
                completion; 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;

       1.1.3    production services: well workover, shipping transportation,
                oil tanker transportation, provision of materials, platform
                maintenance, repair of equipment and pipeline, production
                operations, labor services, warehousing and storage and other
                related technical and supporting services;

       1.1.4    management and other ancillary services: sales agent services,
                management by proxy, staff recruitment and integrated
                research.


                        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. The particular parties refer to COSL, 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;


                        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 basic pricing
       principles are not applicable, the following general principles and
       precedence shall apply(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 COSL for
             providing the relevant products and services plus a margin of not
             more than 10%, before any applicable taxes.




                                Exhibit 4.46-4
<PAGE>

                          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 this Agreement 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."


                      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 service 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



                                Exhibit 4.46-5
<PAGE>

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


            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.

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.

                  Article 7   Representations and Warranties

7.1    COSL represents and warrants that:

       7.1.1    COSL is a company limited by shares duly incorporated pursuant
                to the PRC law with independent legal person and valid
                business license;

       7.1.2    COSL 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 COSL upon execution by the authorized
                representative of COSL;

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

7.2    The Company represents and warrants that:



                                Exhibit 4.46-6
<PAGE>

       7.2.1    the Company is a Hong Kong company duly incorporated in
                accordance with the Hong Kong law with independent legal
                person status 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.


                  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 voided 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 are 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



                                Exhibit 4.46-7
<PAGE>

       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.


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 public 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 COSL and the Company will bear and pay
       respectively any costs and expenses arising out of this Agreement
       subject to relevant PRC laws. If



                                Exhibit 4.46-8
<PAGE>

       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 representative
       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.


                             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 airmail 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.




                                Exhibit 4.46-9
<PAGE>

                           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.




China Oilfield Services Limited                  CNOOC Limited



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

By:                                              By:

Title:                                           Title:



                               Exhibit 4.46-10