8-K

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) April 23, 2015

TC PipeLines, LP

(Exact name of registrant as specified in its charter)

Delaware	001-35358	52-2135448
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer  Identification No.)

700 Louisiana Street, Suite 700 Houston, TX	77002-2761
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (877) 290-2772

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01   Regulation FD Disclosure

On April 23, 2015, TC PipeLines, LP (the “Partnership”) issued a press release announcing a first quarter 2015 cash distribution of $0.84 per common unit.  A copy of the press release is furnished as Exhibit 99.1 to this report an incorporated herein by reference. 

Item 8.01  Other Events

On April 23, 2015, the board of directors of TC PipeLines GP, Inc., our general partner (“General Partner”), declared a cash distribution of $0.84 per common unit for first quarter 2015.  The first quarter 2015 cash distribution is payable on May 15, 2015 to all common unitholders of record as of the close of business on May 5, 2015.

Item 9.01   Financial Statements and Exhibits.

(d)            Exhibits.

Exhibit No.	Description
99.1	Press Release of TC PipeLines, LP, dated April 23, 2015, reporting the Partnership’s first quarter 2015 cash distribution.

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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

By:   /s/ Jon Dobson

Jon Dobson

Secretary

Dated:  April 23, 2015

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of TC PipeLines, LP, dated April 23, 2015, reporting the Partnership’s first quarter 2015 cash distribution.

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EX-99.1

EXHIBIT 99.1

NewsRelease

   

TC PipeLines, LP Announces 2015 First Quarter Cash Distribution

HOUSTON, Texas – April 23, 2015 – TC PipeLines, LP (NYSE: TCP) (the Partnership) today announced that the board of directors of TC PipeLines GP, Inc., its general partner, declared the Partnership’s first quarter 2015 cash distribution of $0.84 per common unit.  The distribution is unchanged from the fourth quarter 2014 distribution and represents a 3.7 percent increase from the $0.81 per common unit paid in first quarter 2014.

This cash distribution is the 64th consecutive quarterly distribution paid by the Partnership and is payable on May 15, 2015 to unitholders of record at the close of business on May 5, 2015.

TC PipeLines, LP is a Delaware master limited partnership with interests in six federally regulated U.S. interstate natural gas pipelines which serve markets in the Western and Midwestern United States. The Partnership is managed by its general partner, TC PipeLines GP, Inc., a subsidiary of TransCanada Corporation (NYSE: TRP). For more information about TC PipeLines, LP, visit the Partnership’s website at www.TCPipeLinesLP.com.

This release serves as qualified notice to nominees under Treasury Regulation Section 1.1446-4(b)(4) and (d). Please note that 100 percent of TC PipeLines, LP's distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, all of the Partnership's distributions to foreign investors are subject to federal income tax withholding at the highest effective tax rate for individuals or corporations, as applicable. Nominees are treated as the withholding agents responsible for withholding on the distributions received by them on behalf of foreign investors.

Forward-Looking Statements

Certain non-historical statements in this release relating to future plans, projections, events or conditions, including expectations regarding cash distribution amounts, are intended to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These statements are based on current expectations and, therefore, subject to a variety of risks and uncertainties that could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this release, including, without limitation, competitive conditions in the natural gas industry, increases in operating and compliance costs, the outcome of rate proceedings, our ability to identify and complete expansion and growth opportunities, operating hazards beyond our control, availability of capital and market demand that the Partnership expects or believes will or may occur in the future.  These and other factors that could cause future results to differ materially from those anticipated are discussed in Item 1A in our Annual Report on Form 10-K and other filings with the Securities and Exchange Commission (the SEC). All forward-looking statements are made only as of the date made and we undertake no obligation to update any forward-looking statements to reflect new information, subsequent events or other changes.

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Media Inquiries:	Shawn Howard/	403.920.7859
	Mark Cooper	800.608.7859
Unitholder and Analyst Inquiries:	Rhonda Amundson	877.290.2772
	investor_relations@tcpipelineslp.com