EXHIBIT 16.2



                           PETROCHINA COMPANY LIMITED

                      CODE OF ETHICS FOR SENIOR MANAGEMENT


     Pursuant to the laws of the People's Republic of China (the "PRC"), the
regulatory requirements of the places where the Company is listed and the
Articles of Association of PetroChina Company Limited (hereinafter referred to
as the "Company"), the Company has adopted the following code of business
conduct and ethics for purposes of regulating the business conduct and ethics of
the senior management of the Company and protecting the Company's interests.

1.   This Code applies to all the management members of the Company, the general
     managers, deputy general managers and other senior management members of
     the same level in all departments of the Company's Headquarter, and those
     in all specialized branches, regional branches and wholly-owned
     subsidiaries of the Company (hereinafter referred to as the "Senior
     Management").

     The controlled subsidiaries of the Company shall use this Code as a
     reference in regulating the business conduct of their own senior
     management.

2.   Required Business Conduct and Ethics of the Senior Management

     (i)    THE SENIOR MANAGEMENT SHALL ACT HONESTLY AND DILIGENTLY IN THE
            PERFORMANCE OF THEIR DUTIES FOR THE COMPANY. The Senior Management
            shall establish a concept to achieve honest, innovative, productive
            and coordinative operation and management, be devoted to their
            duties and comply with their obligations diligently, use their best
            endeavors to protect the lawful rights and interests of the Company,
            and make every effort to improve the management and performance of
            the Company.

     (ii)   THE SENIOR MANAGEMENT SHALL BE PROHIBITED FROM ENGAGING IN ANY
            ACTIVITY THAT MIGHT CREATE A CONFLICT OF INTEREST WITH THE COMPANY.
            Such activities shall include:

            A.   Personal Investments. The Senior Management shall not invest in
                 any economic entity that does business with or is a competitor
                 of the Company; however, they may own less than 1% of the
                 outstanding equity securities shares of a publicly traded
                 company. A Senior Management member's spouse, children or
                 children's spouses shall not engage in any productive or
                 operational activities within the territory or of the business
                 scope managed by such Senior Management Member that may affect
                 such Senior Management member's fair and due performance of
                 duties or infringe the interests of the Company in violation of
                 relevant regulations.





            B.   Corporate Opportunities. The Senior Management are prohibited
                 from (a) taking for themselves personally opportunities that
                 are properly within the scope of the Company's activities; (b)
                 using corporate property, information or position for personal
                 gain; or (c) competing with the Company.

            C.   Business Affiliations. It is prohibited for any Senior
                 Management member to serve as a director, senior managerial
                 personnel, consultant, employee or in any other capacity in any
                 enterprise that (a) is a competitor of the Company; or (b)
                 directly interferes or has the appearance of interfering with
                 the performance of his/her duties as a Senior Management
                 member.

            D.   Business Gifts. Acceptance by the Senior Management (or their
                 parents, spouses, children or other family members sharing the
                 same residence with them or any other person with their consent
                 or under their instruction) of gifts of a value that may tend
                 to influence business decisions or compromise independent
                 judgment is prohibited. The exchange of limited non-cash
                 business courtesies by the Senior Management in business
                 activities may be acceptable, however, such exchange shall not
                 improperly influence the decisions of any business partner of
                 the Company.

            E.   Confidential Information. The Senior Management shall comply
                 with the relevant rules of the Company relating to the
                 protection of trade secrets, and shall not disclose or use any
                 confidential information with respect to the Company without
                 authorization, except as required in the performance of their
                 duties.

            F.   Acquisitions and Loans of the Company. The Senior Management or
                 their spouses or children shall not acquire any assets of the
                 Company or receive loans or guarantees for loans from the
                 Company in breach of the Articles of Association of the
                 Company.

     (iii)  COMPLIANCE WITH THE COMPANY'S POLICY ON DISCLOSURE CONTROLS AND
            PROCEDURES. The Senior Management participating directly or
            indirectly in the Company's disclosure process shall comply with the
            Company's Policy on Disclosure Controls and Procedures and internal
            control rules to promote full, accurate, and timely disclosure in
            the collection, communication and analysis of information relating
            to the filing with the Stock Exchange of Hong Kong Limited, the
            United States Securities and Exchange Commission or other regulatory
            bodies and press releases.

     (iv)   COMPLIANCE WITH LAWS, REGULATIONS AND RULES. The Senior Management
            shall comply with all laws, regulations and regulatory requirements
            in each jurisdiction in which the Company conducts business.

     (v)    FAIR DEALING AND INTEGRITY. The Senior Management should deal fairly
            with the Company's employees, customers and suppliers. The Senior
            Management should





            not take unfair advantage of any of such employees, customers and
            suppliers through manipulation, concealment or abuse of privileged
            information, or misrepresentation of material facts. No actions
            shall be taken by the Senior Management that could undermine the
            Company's reputation of such fair dealing and integrity in the
            course of their performance of duties or in external communication.

     (vi)   ACCOUNTING CONTROLS. The Senior Management shall ensure that all
            transactions of the Company will be properly approved and
            implemented and accurately reflected on the books and records of the
            Company. Falsification of, malpractice or other misconduct with
            respect to, transactions, records, off-balance sheet arrangements or
            other business transactions is strictly prohibited.

     (vii)  PROTECTION AND EFFICIENT USE OF THE COMPANY'S ASSETS. The Senior
            Management shall ensure that all of the Company's assets should be
            used for legitimate business purposes, and shall protect the
            Company's assets and ensure their efficient use.

     (viii) REPORTING OF ANY BEHAVIOR IN BREACH OF THIS CODE. The Senior
            Management shall consult the appropriate personnel of the management
            and the Disclosure Committee at any time if they have doubt
            regarding compliance of their behavior with the Code. The Senior
            Management are required to report to the management and the
            Disclosure Committee of any violations of PRC laws, regulatory rules
            of the places where the Company is listed, internal rules of the
            Company and this Code caused by their own or others' conduct. The
            Company shall make every effort to ensure the confidentiality of
            those furnishing such reports and shall not take any retaliation in
            any form against any person for such reports.

3.   The Senior Management shall comply with the basic principle as required in
     this Code. Any violation of this Code will lead to disciplinary action, up
     to and including termination of employment pursuant to the Articles of
     Association and the relevant regulations, in addition to the punishment
     under the laws of the PRC and the regulatory rules of the places where the
     Company is listed.

4.   A waiver of this Code by the Senior Management can be granted by the Board
     of Directors and must be disclosed to shareholders of the Company;
     provided, however that if the laws of the PRC, regulatory rules of the
     places where the Company is listed and the Articles of Association of the
     Company require that such waiver shall be subject to the approval of the
     general meeting of the shareholders, such requirement shall be followed.

5.   The Board of Directors of the Company shall have the right to supervise the
     compliance of this Code by the Senior Management of the Company, and
     authorize the President of the Company to be responsible for the
     implementation of this Code and observe the compliance hereof. The
     Company's management shall evaluate the adequacy and effectiveness of this
     Code periodically and amend this Code according to the evaluation result or
     as required by the Board of Directors.





6.   This Code shall become effective upon approval by the Board of Directors.