Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MARSHALL DAVID
   2. Issuer Name and Ticker or Trading Symbol
TC PIPELINES LP [TCLP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
717 TEXAS STREET, SUITE #2400		 3. Date of Earliest Transaction (Month/Day/Year)
05/13/2011
(Street)

HOUSTON, TX 77002		 4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Distribution Equivalent Rights for Deferred Share Units (1) 05/13/2011   A   58     (2)   (2) Common units representing limited p/ship interests 58 (3) 3,701 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MARSHALL DAVID
717 TEXAS STREET, SUITE #2400
HOUSTON, TX 77002		   X      

Signatures

 /s/ Annie C. Belecki, Attorney for David Marshall   05/16/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) N/A - The distribution equivalent rights accrued on the number of Deferred Share Units ("DSUs") recorded in his account. Each distribution equivalent right is the economic equivalent of one DSU. Upon termination of board service, Common Units representing limited partnership interests may be purchased on the open market on behalf of Mr. Marshall whereby he would receive Common Units in a number equal to the number of DSUs recorded in his account less any applicable withholdings. Alternatively, Mr. Marshall may elect to receive the value of his DSU entitlement in cash. The cash payment amount shall be determined by multiplying the number of DSUs recorded in his account by the Fair Market Value of a Common Unit less any applicable withholdings.
(2) N/A - the DSUs are fully vested and are redeemable only following Mr. Marshall's termination of Board service.
(3) The distribution amount reflects the number of DSUs added to the director's share unit account as of the record date for the distribution. Pursuant to the Share Unit Plan for Non-Employee Directors (2007), the distribution amount is calculated based on the declared distribution multiplied by the number of share units in the account, divided by the market value of the common units on the payment date for such distribution.

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