Mail Stop 3-8


								April 22, 2005


By Facsimile and U.S. Mail
Russell Girling
Chief Financial Officer
TransCanada Corporation
450 - 1st Street SW
Calgary, AB T2P5

		RE:	TransCanada Corporation
			File No. 1-31690
			Form 40-F for the year ended December 31, 2004

			TransCanada Pipelines LTD
			File No. 1-08887
			Form 40-F for the year ended December 31, 2004



Dear Mr. Girling:

	We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
disclosures in future filings in response to these comments.  If
you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation. In some of our comments, we may ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.






FORM 40-F FOR THE YEAR ENDED DECEMBER 31, 2004

General

1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response
what the revisions will look like.  In our interest to reduce the
volume of comments, we have not addressed each subsidiary of
TransCanada with a separate comment if applicable to their facts
and
circumstances.  These revisions should be included in your future
filings. Please note that if you agree to a revision, we would
also
expect a concurrent change be made in the subsidiary level
financial
statements, including financial statements for TransCanada
Pipelines,
LTD.  Please confirm to us your agreement with this objective.

Note 8. Acquisitions and Dispositions, page 83

2. We note that you recorded a $25 million pre tax gain associated
with the sales of ManChief and Curtis Palmer to Power LP.  We
further
note that you have a continuing ownership interest in Power LP of
30.6 percent.  Please explain if the gain that you recorded takes
into consideration your continuing ownership interest in Power LP.

3. Please describe to us, and prospectively disclose, your
accounting
policy with respect to dilution gains associated with your
investment
in Power LP.  In this regard we note that you had previously
deferred
such dilution gains associated with your investment in Power LP.
Although it is not clear if you were deferring such gains to
equity
or an unearned revenue account, as you indicate that you were
amortizing such gains to income through 2017. In this regard, we
note
that in 2004, you realized dilution and other gains of $172
million
related to the issuance of 8.1 million subscription receipts.
Please
provide a complete history of all dilution transactions associated
with Power LP.  Furthermore, explain in detail how you accounted
for
these transactions. Please reference all applicable accounting
literature used with respect to this issue.  In short, based on
the
limited information provided, we would view such dilution gains as
analogous to a SAB 51 transaction; if you have a dissenting
opinion,
please explain.  We may have further comment.

Note 21. Discontinued Operations, page 101

4. Please explain how you reached the conclusion to classify your
gas
marketing business as discontinued operations when you disclosed a
significant contingent liability associated with this entity.  In
this regard, you indicate that net income from discontinued
operations was $52 million and $50 million for 2004, and 2003,
respectively.  Please explain in detail the transaction that lead
to
the deferred gain, and discuss how you accounted for the
subsequent
recognition of this gain.  For US GAAP reconciliation purposes you
may consult EITF 03-13.  In this regard, please explain the cash
flows of the transaction.  We may have further comment.


	As appropriate, respond to these comments within 10 business
days or tell us when you will provide us with a response.  Please
provide us with a response letter that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your response letter as a correspondence file on EDGAR.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	If you have any questions regarding these comments, please
direct them to Robert Babula, Staff Accountant, at (202) 824-5562
or,
in his absence, to the undersigned at (202) 942-2823.  Any other
questions regarding disclosures issues may be directed to H.
Christopher Owings, Assistant Director at (202) 942-1900.

							Sincerely,



							Michael Moran, Esq.
							Branch Chief


??

??

??

??


April 22, 2005
Page 4