TransCanada PipeLines plans to sell to the public 15.6 millionshares (excluding a 2.4 million over-allotment option) of a newlimited partnership formed to acquire and operate its U.S. pipelineinterests. The public offering would represent 78.2% of the totalinterest in the new TC PipeLines LP, which will own a 30% stake inthe recently expanded Northern Border Pipeline.

TransCanada currently owns the 30% stake in Northern Border.Other owners of the pipeline include Enron Corp. and NorthernBorder Partners LP. The pipeline carries Canadian gas to Chicagofrom Monchy, SK, near the Montana border.

Goldman, Sachs, Salomon Smith Barney, Merrill Lynch, MorganStanley Dean Witter and PaineWebber will be the managingunderwriters for the proposed offering. Copies of the prospectusrelating to this offering, when available, may be obtained fromGoldman, Sachs, 85 Broad St., New York, New York. A registrationstatement relating to these securities has been filed with the SEC,but has not yet become effective.

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