SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* TRANSCANADA PIPELINES LTD (Last) (First) (Middle) 450 I STREET SW (Street) CALGARY ALBERTA A0 T2P 5H1 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/28/1999	3. Issuer Name and Ticker or Trading Symbol TC PIPELINES LP [ TCLP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units representing limited partner interests	2,800,000	I	See Footnote(1)
Subordinated Units	3,200,000	I	See Footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* TRANSCANADA PIPELINES LTD (Last) (First) (Middle) 450 I STREET SW (Street) CALGARY ALBERTA A0 T2P 5H1 (City) (State) (Zip)

1. Name and Address of Reporting Person* TRANSCANADA CORP (Last) (First) (Middle) 450 - 1ST STREET SW (Street) CALGARY A0 T2P 5H1 (City) (State) (Zip)

Explanation of Responses:

1. On May 28, 1999, TransCan Northern Ltd., a wholly owned subsidiary of the reporting persons, acquired 2,800,000 common units and TC PipeLines GP, Inc., a wholly owned subsidiary of the reporting persons acquired 3,200,000 subordinated units each representing limited partner interest in TC PipeLines, LP in connection with the initial public offering of TC PipeLines, LP. On June 25, 1999, as a result of the exercise of the underwriters' over-allotment option, 390,364 of the subordinated units were redeemed.

	/s/ Albrecht Bellstedt	08/05/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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