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                                                                    EXHIBIT 16.2

                           PETROCHINA COMPANY LIMITED

                          CODE OF ETHICS FOR EMPLOYEES

      PetroChina Company Limited (hereinafter referred to as "the Company")
develops the Code in accordance with Chinese Law, the supervisory requirements
of the places where the Company is listed and the Articles of Association of the
Company, in order to standardize the professional conducts and moral characters
of the employees of the Company and to protect the Company's interests.

      I. The Code is applicable to all staff of each department of Header
      quarters, special branches, regional branches and wholly-owned
      subsidiaries of the Company. The Company's holding subsidiaries shall
      refer to and follow the Code.

      II. Ethical professional conducts that all employees of the Company must
      comply with:

            (i) Follow the corporate philosophy and guideline, and fulfill the
            core operation and management concept of the Company. Employees the
            Company shall carry on the corporate philosophy of "be patriotic,
            progressive, realistic and dedicatory", fulfill the core operation
            and management concept of "be faithful, innovative, productive,
            harmonious and safe", and comply with the corporate guideline of
            "Harmonizing Energy and the Environment". They shall be passional
            for and loyal to their positions, with skillful and professional
            competence, take their own job responsibilities consciously, stress
            on working efficiency, and protect the Company's legal interests.

            (ii) Not participate in the activities that may create conflicts of
            interests with the Company, which include:

                  1. Employees shall not have any opportunity within the
                  Company's business activities privately, and not use the
                  corporate property, information or status for personal
                  benefits.

                  2. Employees are not allowed to be employed as any title by
                  and in any company or entity that is a competitor of the
                  Company or has or may have conflict of interest with the
                  Company, and not undertake the conducts in competition with
                  the Company.

                  3. Employees shall not accept any valuable gratuity that may
                  affect their decision-making and disturb their independent
                  judgment, or allow their relatives or any third party to
                  accept this kind of gratuity. Employees may exchange formal
                  non-cash gifts in commercial activities, but shall not affect,
                  unduly, the business communications. It is prohibited to pay
                  or commit to

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                  pay, or offer, give or commit to give any other valuable goods
                  to, any government official for business purpose, in any way.
                  Employees shall comply with the purchase policies of the
                  Company when purchasing things on behalf of the Company, and
                  are not allowed to bribe or receive any return commission or
                  other seductions in business activities.

                  4. Employees must comply with the relevant provisions of the
                  Company on protecting the business secrets. Employees shall
                  not reveal or use without authorization any confidential
                  information related to the Company.

                  5. Employees and their relatives shall not acquire the
                  Company's property and accept the loans or loan guarantee
                  provided by the Company in breach of the provisions under the
                  Articles of Association.

            (iii) Employees shall be loyal to the Company, be honest and
            trustworthy. Any cheating and falsification behavior is discouraged
            for any purpose.

            (iv) Employees shall inherit and carry forward the excellent
            professional and ethical styles of PetroChina, and maintain the good
            traditions of frank words, deeds and personality, and of strict
            requirement, rigorous organization, prudent attitude and impartial
            discipline.

            (v) Employees shall comply with all laws and regulations in local
            areas where the Company conducts business, and follow relevant
            supervisory rules in places where the Company lists its shares.

            (vi) Employees shall treat the clients and suppliers in manner of
            fair, and employees with authority of management and leadership
            shall treat all their staff in manner of fair and righteous.
            Employees shall not undermine the Company's reputation as fair and
            probity when fulfilling their responsibilities and in external
            contacts.

            (vii) Employees shall keep all business records of the Company
            correct and clear in strict compliance with relevant rules and
            regulations in business operations. Any embezzlement, falsification
            or other bad conducts are absolutely prohibited in business.

            (viii) Employees shall build the business consciousness of
            protecting the Company's assets and guarantee the Company's assets
            to be used for legal business purposes, protect the Company's assets
            by law and ensure its effective utilization.

            (ix) Employees are entitled and obligated to notify the Supervisory
            Department of the Company of any breach behavior of him/her and any
            other people to national laws, internal management regulations of
            the Company and this Code,

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            for whom the Company will keep secret, and anyone shall not take
            revenge upon him/her.

      III. Employees shall follow the Code. Any employee in violation of the
      Code shall be punished by the Supervisory Department and the HR Department
      of the Company as per relevant stipulations until his/her employment is
      relieved, except that the case is handled pursuant to national laws and
      supervisory rules in listing places.

      IV. With the authority of the management of the Company, the Supervisory
      Department is responsible for supervise the employees on their compliance
      with the Code. The Enterprise Culture Department of the Company is
      responsible for the execution and interpretation of the Code.

      V. The Code shall be effective from the issuing date of the Code.