SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 6-K


                            REPORT OF FOREIGN ISSUER


                      PURSUANT TO RULE 13a-16 OR 15d-16 OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                         For the month of September 2005



                           PETROCHINA COMPANY LIMITED


                          16 ANDELU, DONGCHENG DISTRICT
                 BEIJING, THE PEOPLE'S REPUBLIC OF CHINA, 100011
                    (Address of Principal Executive Offices)

     (Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)

     Form 20-F  X   Form 40-F
               ---            ---

     (Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)

     Yes      No  X
         ---     ---

     (If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-       )
                                                 -------

     PetroChina Company Limited (the "Registrant") is furnishing under the cover
of Form 6-K the Registrant's announcement with respect to the change of its
share capital upon completion of the placing and managers' option.

The Stock Exchange of Hong Kong Limited (the "Stock Exchange") 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 reliance upon the whole or any part of
the contents of this announcement.

The securities have not been registered under the United States Securities Act
of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold
in the United States or to U.S. persons unless the securities are registered
under the U.S. Securities Act, or an exemption from the registration
requirements of the U.S. Securities Act is available. This announcement does not
constitute an offer of any securities for sale.

Terms defined in the Company's announcement dated 31 August 2005 shall have the
same meanings when used in this announcement.

                       (PETROCHINA COMPANY LIMITED LOGO)
                              (CHINESE CHARACTERS)

                           PETROCHINA COMPANY LIMITED*

   (A joint stock company incorporated in the People's Republic of China with
                               limited liability)

                               (STOCK CODE: 0857)

                   CHANGE OF SHARE CAPITAL OF THE COMPANY UPON
                 COMPLETION OF THE PLACING AND MANAGERS' OPTION

The Company completed the Placing (including the exercise in full of the
Managers' Option on8 September 2005) of 3,516,482,000 H Shares (including
287,712,182 NSSF Shares and 31,968,000 additional H Shares sold by the NSSF
pursuant to the exercise in full of the Managers' Option) on 15 September 2005.
The total number of issued Shares of the Company has increased from
175,824,176,000 Shares to 179,020,977,818 Shares. The total number of H Shares
held by the public has increased from 17,582,418,000 H Shares to 21,098,900,000
H Shares. Upon completion of the Placing (including the exercise in full of the
Managers' Option), the share capital of the Company is as follows:




                    UPON COMPLETION OF THE PLACING AND
                    ----------------------------------
                           THE MANAGERS' OPTION
                           --------------------
                        NO. OF        PERCENTAGE OF ISSUED
                        SHARES               SHARE CAPITAL
                                                       (%)
                                    
CNPC           157,922,077,818                       88.21
Public          21,098,900,000                       11.79
               ---------------                      ------
               179,020,977,818                      100.00
               ===============                      ======


This announcement is made pursuant to the disclosure requirement under Rule
13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited.

                                           By Order of the Board of Directors
                                               PETROCHINA COMPANY LIMITED
                                                       LI HUAIQI
                                                 Secretary to the Board


Beijing, PRC, 15 September 2005

As at the date of this announcement, the Chairman is Mr Chen Geng; the vice
Chairmen are Messrs Jiang Jiemin and Ren Chuanjun; the Executive Directors are
Messrs Su Shulin, Duan Wende and Wang Fucheng; the Non-executive Directors are
Messrs Zheng Hu, Zhou Jiping, Gong Huazhang and Zou Haifeng; the Independent
Non-executive Directors are Messrs Chee-Chen Tung, Liu Hongru and Franco
Bernabe(C); and the Secretary to the Board of Directors is Mr Li Huaiqi.

* For identification purpose only.

                                    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.


                                             PetroChina Company Limited



Dated: September 16, 2005                    By: /s/ Li Huaiqi
                                                 -----------------------
                                             Name:  Li Huaiqi
                                             Title: Company Secretary