UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT
                       Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): JUNE 3, 2004

                               TC PIPELINES, LP
           (Exact name of registrant as specified in its charter)

          DELAWARE                      000-26091             52-2135448
(State or other jurisdiction          (Commission          (I.R.S. Employer
     of incorporation)                File Number)        Identification No.)

     110 TURNPIKE ROAD, SUITE 203
      WESTBOROUGH, MASSACHUSETTS                                 01581
(Address of principal executive offices)                       (Zip Code)

                                  (508) 871-7046
               (Registrant's telephone number, including area code)


ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE

TC PipeLines, LP owns a 30% general partner interest in Northern Border
Pipeline Company ("Northern Border Pipeline"). The remaining 70% is owned by
Northern Border Partners, L.P. ("Northern Border Partners"), a publicly
traded limited partnership controlled by affiliates of Enron Corp. ("Enron").
Two of Northern Border Partners' general partners, Northern Plains Natural
Gas Company ("Northern Plains") and Pan Border Gas Company ("Pan Border"),
are owned by CrossCountry Energy, LLC ("CrossCountry Energy"), a wholly-owned
subsidiary of Enron.

As previously reported in TC PipeLines, LP's Form 10-K for the year ended
December 31, 2003, on December 31, 2003, Enron filed a motion seeking
approval of the Bankruptcy Court to provide additional funding to, and for
authority to terminate, the Enron Corp. Cash Balance Plan ("Cash Balance
Plan") and certain other defined benefit plans of Enron's affiliates
(collectively the "Plans") in "standard terminations" within the meaning of
Section 4041 of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"). Such standard terminations would satisfy all of the
obligations of Enron and its affiliates with respect to funding liabilities
under the Plans. In addition, a standard termination would eliminate the
contingent claims of the Pension Benefit Guaranty Corporation ("PBGC")
against Enron and its affiliates with respect to funding liabilities under
the Plans. On January 30, 2004, the Bankruptcy Court entered an order
authorizing the termination, additional funding and other actions necessary
to effect the relief requested. Pursuant to the Bankruptcy Court order, any
contributions to the Plans are subject to the prior receipt of a favorable
determination by the Internal Revenue Service that the Plans are
tax-qualified as of their respective dates of termination.

Northern Border Pipeline has advised us that on June 2, 2004, the PBGC issued
a notice to Enron stating that the PBGC had determined that the Plans would
be unable to pay benefits when due and should be terminated in order to
protect the interests of the participants in the Plans, and/or that the risk
of loss to the PBGC would increase unreasonably if the Plans were not so
terminated. On June 3, 2004, the PBGC filed a complaint in the District Court
for the Southern District of Texas against Enron as the sponsor and/or
administrator of the Plans (the "Action"). By filing the Action, the PBGC is
seeking an order (i) terminating the Plans; (ii) appointing the PBGC the
statutory trustee of the Plans; (iii) requiring transfer to the PBGC of all
records, assets or other property of the Plans required to determine the
benefits payable to the Plans' participants; and (iv) establishing June 2,
2004 as the termination date of the Plans.

Northern Border Pipeline has advised us that Enron management previously
informed Northern Plains that Enron will be seeking funding contributions
from each member of its ERISA controlled group of corporations that employs,
or employed, individuals who are, or were, covered under the Cash Balance
Plan. Northern Plains is considered a member of Enron's ERISA controlled
group of corporations. An amount of approximately $3.1 million, relating to
the operations of Northern Border Pipeline, has been estimated for Northern
Plains' proportionate share of the up to $200 million estimated termination
costs for the Plans authorized by the Bankruptcy Court order. Under the
operating agreement with Northern Plains, these costs may be the
responsibility of Northern Border Pipeline. In December of 2003, Northern
Border Pipeline accrued $3.1 million to satisfy claims of reimbursement for
these termination costs. TC PipeLines' proportionate share is equal to thirty
percent of Northern Border Pipeline's costs, which is approximately $0.9
million.

Northern Border Pipeline states in its Form 8-K that the PBGC's Action and
the possible consequences of an adverse determination of the Action has the
potential to increase the costs of the termination of the Plans and
potentially the estimated share of Northern Plains' termination costs to an
amount in excess of its current $3.1 million accrual. Enron and its
affiliates have taken certain steps to protect non-debtor interests and the
acquirers of such interests that should limit the impact of the PBGC's Action
on Northern Plains. First, pursuant to the modified Fifth Amended Joint Plan
of Reorganization, filed with the Bankruptcy Court on June 1, 2004, Enron and
its affiliated debtors have agreed to escrow $200 million for the costs
associated with the termination of the Plans. Second, pursuant to the Amended
and Restated Contribution and Separation Agreement dated as of March 31,
2004, which provided for the contribution of certain equity interests to
CrossCountry Energy, Enron and its affiliated debtors have agreed to
indemnify Northern Plains and Northern Border Pipeline against claims of any
joint and several liability for the termination costs of the Cash Balance
Plan.

Additionally, Northern Border Pipeline reports in its Form 8-K that in the
agreement for the sale of CrossCountry Energy to NuCoastal, LLC, Enron agreed
with NuCoastal that Enron would require no further contributions in


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connection with the Cash Balance Plan from CrossCountry Energy, including
Northern Plains, in excess of the amount already contributed by those
entities. Further, upon payment of the purchase price by NuCoastal, Enron has
agreed that the contribution obligations of CrossCountry Energy, including
Northern Plains, will be deemed fully satisfied, as the purchase price is
deemed to include all contributions that otherwise would have been allocable
to Northern Plains. NuCoastal may seek reimbursement from Northern Plains for
the satisfaction of these liabilities, and some or all of such reimbursement
may be Northern Border Pipeline's responsibility. However, the purchase
agreement between Enron and NuCoastal is subject to, among other things,
approval of the Bankruptcy Court. There can be no assurance that the
NuCoastal transaction will close, the purchase price paid, or that the
purchase agreement with NuCoastal will not be terminated or amended.

Northern Border Pipeline states in its Form 8-K that it does not believe at
this time that it will be subject to any increased liability as a result of
the PBGC's filing of the Action; however, it cannot now determine the effect,
if any, on them if the PBGC receives a favorable ruling on its Action. While
the final amounts chargeable to Northern Border Pipeline under the operating
and administrative services agreements for the termination of the Cash
Balance Plan cannot be determined at this time, Northern Border Pipeline
believes that the ultimate settlement of this matter will not have a material
effect on the results of its operations.

While TC PipeLines cannot determine the outcome of this matter, it does not
currently believe that it will have a material effect on the results of its
operations.

THIS FORM 8-K INCLUDES FORWARD-LOOKING STATEMENTS. ALTHOUGH TC
PIPELINES, LP BELIEVES THAT THESE EXPECTATIONS ARE BASED ON REASONABLE
ASSUMPTIONS, THERE IS NO ASSURANCE THAT SUCH EXPECTATIONS WILL BE ACHIEVED.
IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE IN THE FORWARD-LOOKING STATEMENTS INCLUDE DEVELOPMENTS IN ENRON'S
VOLUNTARY PETITION FOR BANKRUPTCY INCLUDING BANKRUPTCY COURT APPROVAL OF THE
SALE OF CROSSCOUNTRY ENERGY AND THE OUTCOME OF ENRON'S CHAPTER 11 PROCESS;
ENRON'S ABILITY TO RESOLVE THE PGBC'S ACTION IN A FAVORABLE MANNER, AND THE
SUCCESS IN OBTAINING ALL NECESSARY REGULATORY AND GOVERNMENTAL APPROVALS.


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                                    SIGNATURES

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 hereunto duly authorized.

                                         TC PipeLines, LP

                                     By: TC PipeLines GP, Inc.,
                                         its general partner

Dated: June 9, 2004                  By: /s/ Russell K. Girling
                                         -----------------------
                                         Russell K. Girling
                                         Chief Financial Officer



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