SEC FORM 3

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^*

TC PIPELINES GP INC

(Last)

(First)

(Middle)

110 TURNPIKE ROAD SUITE 203

(Street)

WESTBOROUGH

01581-263

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2003

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)	X	Other (specify below)
		General Partner

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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.	936,435⁽¹⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Subordinated Units	08/01/2003	08/01/2003⁽³⁾	Common Units	936,435⁽¹⁾	$0⁽²⁾	D

Explanation of Responses:

1. Subordinated units held, 2,809,306. Reporting person converted, in accordance with the terms of the limited partnership agreement, 936,435 on August 1, 2002, and 936, 435 on August 1, 2003. 936,436 remain. Conversion on a one-for-one basis into common units.

2. 936,435 subordinated units converted into common units on August 1, 2003 on a one-for-one basis for no additional consideration.

3. Subordinated units have no expiration date. Next date for conversion of remaining subordinated units, if terms of limited partnership agreement met, is August 1, 2004.

	/s/ Theresa Jang	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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