UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549  FORM 10-Q  QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For
the quarterly period endedMarch 31, 2002  Commission
File Number:000-26091  TC PipeLines, LP (Exact
name of registrant as specified in its charter)  Delaware
  
  52-2135448(State
  or other jurisdiction of incorporation
  
  (I.R.S.
  Employer Identification Number)or
  organization)110 Turnpike Road, Suite 203Westborough, Massachusetts
  
  01581(Address
  of principal executive offices)
  
  (Zip
  code)508-871-7046Registrants
  telephone number, including area code
   Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such
report(s), and (2) has been subject to such filing requirements for the past 90
days. YesýNoo  As of May 6, 2002 there were 14,690,694
of the registrants common units outstanding.  
   
   TC
PipeLines, LP   Table of Contents  PageNo.PART I. FINANCIAL
  INFORMATION
  
  3ITEM 1. Financial Statements
  3Statement of Income  Three months
  ended March 31, 2002 and 2001
  3Statement of
  Comprehensive Income  Three months ended March 31, 2002 and 2001
  3Balance
  Sheet  March 31, 2002 and December 31, 2001
  4Statement of Cash Flows  Three
  months ended March 31, 2002 and 2001
  4Notes
  to Condensed Financial Statements
  5ITEM
  2. Managements Discussion and Analysis of Financial Condition and Results of
  Operations
  11Results of
  Operations of TC PipeLines, LP
  11Liquidity
  and Capital Resources of TC PipeLines, LP
  14Results
  of Operations of Northern Border Pipeline Company
  16Liquidity
  and Capital Resources of Northern Border Pipeline Company
  19Results
  of Operations of Tuscarora Gas Transmission Company
  22Liquidity
  and Capital Resources of Tuscarora Gas Transmission Company
  23ITEM
  3. Quantitative and Qualitative Disclosures about Market Risk
  25PART II. OTHER INFORMATION
  
  26ITEM 6.
  Exhibits and Reports on Form 8-K
  26   2 
  PART I. FINANCIAL
INFORMATION  ITEM 1. FINANCIAL STATEMENTS  TC
Pipelines, LP  Statement of
Income  Three months ended March 31 (unaudited)(thousands of dollars, except per
  unit amounts)
  
  2002
  
  2001Equity Income
  from Investment in Northern Border Pipeline Company
  
  11,301
  
  10,767Equity Income
  from Investment in Tuscarora Gas Transmission Company
  
  1,086
  
  911General and
  Administrative Expenses
  
  (377
  )
  (357
  )Financial
  Charges
  
  (88
  )
  (358
  )Net Income
  
  11,922
  
  10,963Net Income AllocationCommon units
  
  9,661
  
  8,947Subordinated
  units
  
  1,847
  
  1,711General partner
  
  414
  
  30511,922
  
  10,963Net Income per
  Unit
  
  $
  0.66
  
  $
  0.61Units
  Outstanding (thousands)
  
  17,500
  
  17,500   Statement of
Comprehensive Income  Three months ended March 31 (unaudited)(thousands of dollars)
  
  2002
  
  2001Net Income
  
  11,922
  
  10,963Other
  Comprehensive IncomeTransition
  adjustment from adoption of SFAS No. 133
  
  
  
  3,104Change associated
  with current period hedging transactions
  
  168
  
  732Total
  Comprehensive Income
  
  12,090
  
  14,799  See accompanying Notes to Condensed Financial Statements.  3 
   PART
I. FINANCIAL INFORMATION (Continued)  ITEM
1. FINANCIAL STATEMENTS (Continued)  TC
Pipelines, LP  Balance
Sheet  (thousands of dollars)
  
  March 31,
  2002
  (unaudited)
  
  December
  31, 2001AssetsCurrent AssetsCash
  
  12,464
  
  9,194Investment in
  Northern Border Pipeline Company
  
  249,999
  
  250,078Investment in
  Tuscarora Gas Transmission Company
  
  29,236
  
  29,297Deferred Amounts
  
  147
  
  119291,846
  
  288,688Liabilities and Partners EquityCurrent
  LiabilitiesAccounts payable
  
  524
  
  426Accrued interest
  
  93
  
  58617
  
  484Long-Term Debt
  
  21,500
  
  21,500Partners EquityCommon units
  
  221,251
  
  218,935Subordinated
  units
  
  39,671
  
  39,229General partner
  
  5,631
  
  5,532Other comprehensive
  income
  
  3,176
  
  3,008269,729
  
  266,704291,846
  
  288,688  Statement of Cash
Flows  Three
  months ended March 31(unaudited)(thousands
  of dollars)
  
  2002
  
  2001Cash Generated from OperationsNet income
  
  11,922
  
  10,963Add/(Deduct):Distributions
  received in excess of/(less than) equity income
  
  308
  
  (2,259
  )Decrease/(increase)
  in operating working capital
  
  133
  
  (288
  )12,363
  
  8,416Investing ActivitiesDeferred amounts
  
  (28
  )
  (45
  )Financing ActivitiesDistributions
  paid
  
  (9,065
  )
  (8,550
  )Increase/(Decrease) in Cash
  
  3,270
  
  (179
  )Cash, Beginning of Period
  
  9,194
  
  1,566Cash, End of Period
  
  12,464
  
  1,387  See accompanying Notes to Condensed Financial Statements.  4 
   PART I. FINANCIAL INFORMATION (Continued)  ITEM 1. FINANCIAL STATEMENTS (Continued)  TC Pipelines, LP  Notes
to Condensed Financial Statements (unaudited)  Note 1        Basis of Presentation TC
PipeLines, LP, and its subsidiary limited partnerships, TC PipeLines
Intermediate Limited Partnership and TC Tuscarora Intermediate Limited
Partnership, all Delaware limited partnerships, are collectively referred to
herein as TC PipeLines or the Partnership. 
The Partnership commenced operations on May 28, 1999.  The financial statements have been prepared by management
in accordance with United States generally accepted accounting principles.  Other comprehensive income recorded by TC
PipeLines arises through its equity investments in Northern Border Pipeline
Company (Northern Border Pipeline) and Tuscarora Gas Transmission Company
(Tuscarora) and relates to cash flow hedges transacted by Northern Border
Pipeline and Tuscarora.  Amounts are
stated in United States dollars.  Since a determination of many assets, liabilities,
revenues and expenses is dependent upon future events, the preparation of these
financial statements requires the use of estimates and assumptions which have
been made using careful judgment.  In
the opinion of management, these financial statements have been properly
prepared within reasonable limits of materiality and include all adjustments
(consisting primarily of normal recurring accruals) necessary to present fairly
the results of operations and cash flows for the three months ended March 31,
2002 and 2001 and the financial position as at March 31, 2002 and December 31,
2001.  The results of operations for the three months ended
March 31, 2002 and 2001 are not necessarily indicative of the results that may
be expected for a full fiscal year.  The
interim financial statements should be read in conjunction with the
Partnerships financial statements and notes included in TC PipeLines Annual
Report on Form 10-K for the year ended December 31, 2001.   Note 2        Investment in Northern Border Pipeline
Company The Partnership owns a 30% general partner interest in Northern Border
Pipeline, a partnership which owns a 1,249-mile United States interstate
pipeline system that transports natural gas from the Montana-Saskatchewan
border to markets in the midwestern United States. The remaining 70%
partnership interest in Northern Border Pipeline is held by Northern Border
Partners, L.P., a publicly traded limited partnership that is not affiliated
with the Partnership.  The general
partners of Northern Border Partners, L.P. are controlled by affiliates of
Enron Corp. (Enron), which hold a 1.65% general partner interest, and The
Williams Companies, Inc. (Williams), which holds the remaining 0.35% general
partner interest.  As a result, TC
PipeLines has one member and controls 30% of the voting power of the Northern
Border Pipeline management committee, Enron has two members and controls 57.75%
of the voting power, and Williams has the one remaining member and 12.25% of the
voting power of the Northern Border Pipeline management committee.  The Northern Border pipeline system is
operated by Northern Plains Natural Gas Company, a wholly owned subsidiary of
Enron.  Northern Border Pipeline is
regulated by the Federal Energy Regulatory Commission (FERC).  The Northern Border pipeline system serves more than
50 firm transportation shippers with diverse operating and financial
profiles.  As of March 31, 2002, on an
annualized basis, Enron North America (ENA), an  5 
   PART I. FINANCIAL INFORMATION (Continued)  ITEM 1. FINANCIAL STATEMENTS (Continued)  TC Pipelines, LP  Notes to
Condensed Financial Statements (unaudited)  affiliate of Enron, that has filed for Chapter 11 bankruptcy protection,
is party to shipper contracts representing approximately 3.5% of Northern
Border Pipelines contracted capacity. 
Northern Border Pipeline estimates that it has aggregate financial
exposure for the year 2002 of approximately $9 million of revenues under its
firm transportation contracts with ENA, with TC PipeLines share equating to
approximately $2.7 million.  TC
PipeLines uses the equity method of accounting for its investment in Northern
Border Pipeline.  TC PipeLines equity
income for the three months ended March 31, 2002 and 2001 represents 30% of the
net income of Northern Border Pipeline for the same periods.  Retained earnings of TC PipeLines at March
31, 2002 and December 31, 2001 include undistributed earnings from Northern
Border Pipeline of $5.2 million and $5.7 million, respectively.  The following sets out summarized financial
information representing 100% of the operations of Northern Border Pipeline for
the three months ended March 31, 2002 and 2001 and as at March 31, 2002 and December
31, 2001.  6 
   PART I. FINANCIAL INFORMATION (Continued)  ITEM 1. FINANCIAL STATEMENTS (Continued)  TC Pipelines, LP  Notes to
Condensed Financial Statements (Continued) (unaudited)  Three
  months ended March 31(millions of dollars)
  
  2002
  
  2001Northern Border Pipeline Income StatementRevenues
  
  78.2
  
  77.0Costs
  and expenses
  
  (13.8
  )
  (12.2
  )Depreciation
  
  (14.5
  )
  (14.5
  )Financial
  charges
  
  (13.0
  )
  (15.0
  )Other
  income
  
  0.8
  
  0.6Net
  income
  
  37.7
  
  35.9  Northern Border
Pipeline has recorded other comprehensive income of $1.2 million and $12.8
million (including transition adjustment of $10.3 million) for the three months
ended March 31, 2002 and 2001, respectively.  (millions of dollars)
  
  March 31,
  2002
  
  December
  31, 2001 (audited)Northern Border Pipeline Balance
  SheetAssetsCash and cash equivalents
  
  15.5
  
  11.0Other current
  assets
  
  34.1
  
  36.3Plant, property
  and equipment, net
  
  1,673.4
  
  1,685.7Other assets
  
  20.1
  
  18.91,743.1
  
  1,751.9Liabilities and Partners EquityCurrent
  liabilities
  
  167.2
  
  399.0Reserves and
  deferred credits
  
  5.4
  
  5.6Long-term debt
  
  737.2
  
  513.7Partners EquityPartners
  capital
  
  822.9
  
  824.4Accumulated
  other comprehensive income
  
  10.4
  
  9.21,743.1
  
  1,751.9  Note 3        Investment in Tuscarora Gas Transmission
Company The Partnership owns a 49% general partner interest in Tuscarora, a
partnership that owns a 229-mile United States interstate pipeline system that
transports natural gas from Oregon, where it interconnects with facilities of
PG&E National Energy Group, Gas Transmission Northwest, to northern
Nevada.  The remaining general partner
interests in Tuscarora are held 50% by Sierra Pacific Resources and 1% by
TransCanada PipeLines Limited, the parent of the Partnerships general
partner.  The Tuscarora pipeline system
is operated by Tuscarora Gas Operating Company, a wholly owned subsidiary of
Sierra Pacific Resources.  Sierra
Pacific Power Company, a subsidiary of Sierra Pacific Resources, is Tuscaroras
largest shipper, accounting for 94% of Tuscaroras available capacity.  Tuscarora is regulated by the FERC.  7 
   PART I. FINANCIAL INFORMATION (Continued)  ITEM 1. FINANCIAL STATEMENTS (Continued)  TC Pipelines, LP  Notes to
Condensed Financial Statements (Continued) (unaudited)  The
Partnership uses the equity method of accounting for its investment in
Tuscarora.  TC PipeLines equity income
for the three months ended March 31, 2002 and 2001 represents 49% of the net
income of Tuscarora for the same periods. 
Retained earnings of TC PipeLines at March 31, 2002 and December 31,
2001 include undistributed earnings from Tuscarora of $0.7 million and $0.6
million, respectively.  The following
sets out summarized financial information representing 100% of the operations
of Tuscarora for the three months ended March 31, 2002 and 2001 and as at March
31, 2002 and December 31, 2001.  Three months ended March 31(millions of dollars)
  
  2002
  
  2001Tuscarora Income StatementRevenues
  
  5.6
  
  5.2Costs
  and expenses
  
  (0.6
  )
  (0.6
  )Depreciation
  
  (1.2
  )
  (1.1
  )Financial
  charges
  
  (1.5
  )
  (1.5
  )Other
  income
  
  0.1
  
  0.1Net
  income
  
  2.4
  
  2.1  Tuscarora
has recorded other comprehensive income of $(0.4) million and nil for the three
months ended March 31, 2002 and 2001, respectively.  (millions of dollars)
  
  March 31,
  2002
  
  December
  31, 2001
  (audited)Tuscarora Balance SheetAssetsCash and cash
  equivalents
  
  11.7
  
  1.1Other current
  assets
  
  2.2
  
  2.1Plant, property
  and equipment, net
  
  121.4
  
  121.3Other assets
  
  1.4
  
  1.6136.7
  
  126.1Liabilities and Partners EquityCurrent
  liabilities
  
  8.3
  
  7.7Long-term debt
  
  90.0
  
  80.0Partners EquityPartners
  capital
  
  38.3
  
  37.9Accumulated
  other comprehensive income
  
  0.1
  
  0.5136.7
  
  126.1  Note 4            Credit
Facilities and Long-Term Debt On
August 22, 2000, the Partnership entered into an unsecured three-year credit
facility (Revolving Credit Facility) with Bank One, NA, as agent, under which
the Partnership may borrow up to an aggregate principal amount of $30 million.
Loans under the Revolving Credit Facility bear interest at a  8 
   PART I. FINANCIAL INFORMATION (Continued)  ITEM 1. FINANCIAL STATEMENTS (Continued)   TC Pipelines, LP  Notes to
Condensed Financial Statements (Continued) (unaudited)  floating
rate.  The Revolving Credit Facility
matures on August 31, 2003. Amounts borrowed may be repaid in part or in full
prior to that time without penalty.  The
Revolving Credit Facility may be used to finance capital expenditures and for other
general purposes.  On September 1, 2000,
the Partnership borrowed $24.5 million under the Revolving Credit Facility to
fund a portion of the purchase price of the 49% general partner interest in
Tuscarora.  At March 31, 2002, the
Partnership had borrowings of $21.5 million outstanding under the Revolving
Credit Facility.  The fair value of the
Revolving Credit Facility approximates its carrying value because the interest
rate is a floating rate.  The interest
rate on the Revolving Credit Facility averaged 2.757% and 7.112% for the three
months ended March 31, 2002 and 2001, respectively and was 2.755% and 3.015% at
March 31, 2002 and December 31, 2001, respectively.  9 
   PART I. FINANCIAL INFORMATION (Continued)  ITEM 1. FINANCIAL STATEMENTS (Concluded)   TC Pipelines, LP  Notes to
Condensed Financial Statements (Concluded) (unaudited)  On May 28, 2001, the Partnership
renewed its $40 million unsecured two-year revolving credit facility
(TransCanada Credit Facility) with TransCanada PipeLine USA Ltd., an affiliate
of the general partner.  The TransCanada
Credit Facility bears interest at London Interbank Offered Rate plus
1.25%.  The purpose of the TransCanada
Credit Facility is to provide borrowings to fund capital expenditures, to fund
capital contributions to Northern Border Pipeline, Tuscarora, and any other
entity in which the Partnership directly or indirectly acquires an interest, to
fund working capital and for other general business purposes, including
temporary funding of cash distributions to partners, if necessary.  At March 31, 2002 and December 31, 2001 the
Partnership had no amount outstanding under the TransCanada Credit Facility.  Note 5            Net
Income per Unit Net income per unit is
computed by dividing net income, after deduction of the general partners
allocation, by the weighted average number of common and subordinated units
outstanding.  The general partners
allocation is equal to an amount based upon the general partners 2% interest,
adjusted to reflect an amount equal to incentive distributions.  Net income per unit was determined as
follows:  Three months ended March 31(thousands of dollars, except per unit amounts)
  
  2002
  
  2001Net income
  
  11,922
  
  10,963Net income allocated to general partner
  
  (238
  )
  (219
  )Adjustment to reflect incentive
  distribution income allocation
  
  (176
  )
  (86
  )(414
  )
  (305
  )Net income allocable to units
  
  11,508
  
  10,658Weighted average units outstanding
  (thousands)
  
  17,500
  
  17,500Net income per unit
  
  $
  0.66
  
  $
  0.61  Note 6            Distributions On April 18, 2002, the
Partnership declared a cash distribution of $0.50 per unit for the quarter
ended March 31, 2002.  The distribution
is payable on May 15, 2002 to unitholders of record as of April 30, 2002.  10 
   PART I. FINANCIAL INFORMATION (Continued)  ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS  TC Pipelines, LP  Cautionary Statement Regarding Forward-Looking
Information  This
quarterly report includes forward-looking statements regarding future events
and the future financial performance of TC PipeLines, LP.  All forward-looking statements are based on
the Partnerships beliefs as well as assumptions made by and information
currently available to the Partnership. 
Words such as believes, expects, intends, forecasts, projects,
and similar expressions, identify forward-looking statements within the meaning
of the Securities Litigation Reform Act. These statements reflect the Partnerships
current views with respect to future events and are subject to various risks,
uncertainties and assumptions including:  ·
  
  regulatory
  decisions, particularly those of the Federal Energy Regulatory Commission;·
  
  majority
  control of the Northern Border Pipeline Company management committee by
  affiliates of Enron Corp., which has filed for bankruptcy protection;·
  
  the
  failure of a shipper on either one of the Partnerships pipelines to perform
  its contractual obligations;·
  
  cost
  of acquisitions;·
  
  future
  demand for natural gas;·
  
  overcapacity
  in the industry; and·
  
  prevailing
  economic conditions, particularly conditions of the capital and equity
  markets;
  and
other risks discussed in the Partnerships filings with the Securities and
Exchange Commission (SEC), including the Partnerships Annual Report on Form
10-K for the year ended December 31, 2001. If one or more of these risks or
uncertainties materialize, or if the underlying assumptions prove incorrect,
actual results may vary materially from those described in the forward-looking
statement.   Results of Operations of TC
PipeLines, LP  TC PipeLines, LP was formed in 1998 as a Delaware
limited partnership to acquire, own and participate in the management of United
States based pipeline assets.  TC
PipeLines, LP, and its subsidiary limited partnerships, TC PipeLines
Intermediate Limited Partnership, and TC Tuscarora Intermediate Limited
Partnership, all Delaware limited partnerships, are collectively referred to
herein as TC PipeLines or the Partnership. 
TC PipeLines GP, Inc., a wholly owned subsidiary of TransCanada
PipeLines Limited, is the general partner of the Partnership.  The Partnership owns a 30% general partner interest in Northern Border
Pipeline. The Partnership acquired this asset from affiliates of its general
partner.  The remaining 70% general
partner interest in Northern Border Pipeline is held by Northern Border
Partners, L.P., a publicly traded limited partnership not affiliated with TC
PipeLines.  The general partners of
Northern Border Partners, L.P. are controlled by affiliates of Enron, which
hold a 1.65% general partner interest, and The Williams  11 
   PART I. FINANCIAL INFORMATION (Continued)  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)  TC Pipelines, LP  Companies, Inc., which holds the remaining 0.35% general partner
interest.  As a result, TC PipeLines has
one member and controls 30% of the voting power of the Northern Border Pipeline
management committee, Enron has two members and controls 57.75% of the voting
power, and Williams has the one remaining member and 12.25% of the voting power
of the Northern Border Pipeline management committee.  The Northern Border pipeline system is operated by Northern
Plains Natural Gas Company, a wholly owned subsidiary of Enron.  Northern Border Pipeline owns a 1,249-mile
United States interstate pipeline system that transports natural gas from the
Montana-Saskatchewan border to markets in the midwestern United States.  12 
   PART I. FINANCIAL INFORMATION (Continued)  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)  TC Pipelines, LP  The Northern Border pipeline system serves more than 50 firm
transportation shippers with diverse operating and financial profiles.  As of March 31, 2002, on an annualized
basis, Enron North America, an affiliate of Enron, that has filed for Chapter
11 bankruptcy protection, is party to shipper contracts representing
approximately 3.5% of Northern Border Pipelines contracted capacity.  Northern Border Pipeline estimates that it
has aggregate financial exposure for the year 2002 of approximately $9 million
of revenues under its firm transportation contracts with ENA, with TC
PipeLines share equating to approximately $2.7 million (see Update on the
Impact of Enrons Chapter 11 Filing on Northern Border Pipelines Business).  The Partnership also owns a 49% general partner
interest in Tuscarora Gas Transmission Company.  The Partnership acquired this interest from affiliates of its
general partner in September 2000. The
remaining general partner interests in Tuscarora are held 50% by Sierra Pacific
Resources and 1% by TCPL Tuscarora Ltd., an indirect subsidiary of TransCanada,
the parent of the Partnerships general partner.  The Tuscarora pipeline system is operated by Tuscarora Gas
Operating Company, a wholly owned subsidiary of Sierra Pacific Resources.  Sierra Pacific Power Company, a subsidiary
of Sierra Pacific Resources, is Tuscaroras largest shipper, accounting for 94%
of Tuscaroras available capacity. 
Tuscarora owns a 229-mile United States interstate pipeline system that
transports natural gas from Oregon, where it interconnects with facilities of
PG&E National Energy Group, Gas Transmission Northwest, to northern Nevada.  On
March 29, 2002, the Public Utility Commission of Nevada rejected the recovery
by Nevada Power Co., a subsidiary of Sierra Pacific Resources, of $437 million
of the $922 million in deferred energy costs sought by Nevada Power over the
next three years.  As a result, Sierra
Pacific Resources credit rating for unsecured debt, as well as such credit
rating for its subsidiaries, Sierra Pacific Power and Nevada Power, were
downgraded by Standard & Poors, a Division of The McGraw-Hill Companies,
Inc. and Moodys Investor Services, Inc. to below investment grade.  While TC PipeLines has no current indication
that Sierra Pacific Power is in default under its contractual obligations to
Tuscarora, TC PipeLines is unable to predict the future financial condition of
Sierra Pacific Power and accordingly its long-term ability to meet its
obligations under existing agreements with Tuscarora including Tuscarora Gas
Operating Companys obligation under the operating agreement with Tuscarora.  TC
PipeLines accounts for its interests in Northern Border Pipeline and Tuscarora
using the equity method of accounting.  First Quarter 2002 Compared with First Quarter 2001  Equity income from the Partnerships investment in
Northern Border Pipeline increased $0.5 million or 5%, to $11.3 million for the
first quarter of 2002, compared to equity income of $10.8 million for the same
period last year.  The increase is due
primarily to incremental revenues from Project 2000, Northern Border Pipelines
35-mile pipeline extension and expansion, which was completed in October 2001,
lower operations and maintenance expenses, and lower interest expense,
resulting from lower average interest rates. 
These increases were partially offset by a reduction in 2002 first
quarter revenues related to amounts owing from ENA, a subsidiary of Enron, which
has filed for  13 
   PART I. FINANCIAL INFORMATION (Continued)  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)  TC Pipelines, LP  Chapter 11 bankruptcy protection (see "Update on
the Impact of Enron's Chapter 11 Filing on Northern Border Pipeline's
Business").  Adjustments to
estimates of ad valorem taxes recorded in the first quarter of 2001 had the
impact of reducing taxes reported last year to levels lower than would normally
have been expected.  Equity income from the Partnerships investment in Tuscarora increased
$0.2 million or 19% to $1.1 million for the first quarter of 2002, compared to
equity income of $0.9 million for the same period last year.  The increase is due primarily to incremental
revenues from the Hungry Valley lateral, Tuscaroras 14-mile pipeline lateral,
which was completed at the end of January 2001.  The Partnership reported general and administrative expenses of $0.4
million for the first quarter of both 2002 and 2001. The Partnership reported financial charges of $0.1
million for the first quarter of 2002, $0.2 million lower than the same period
last year due primarily to lower average interest rates (see "Liquidity
and Capital Resources of TC PipeLines, LP - General").  Liquidity and Capital Resources of TC
PipeLines, LP  Cash
Distribution Policy of TC PipeLines, LP  During the subordination period, which generally cannot end before June
30, 2004, the Partnership will make distributions of available cash as defined
in the partnership agreement in the following manner:  ·
  
  First, 98% to the common units, pro rata, and 2% to
  the general partner, until there has been distributed for each outstanding
  common unit an amount equal to the minimum quarterly distribution for that
  quarter;·
  
  Second, 98% to the common units, pro rata, and 2% to
  the general partner, until there has been distributed for each outstanding
  common unit an amount equal to any arrearages in payment of the minimum
  quarterly distribution on the common units for that quarter and for any prior
  quarters during the subordination period;·
  
  Third, 98% to the subordinated units, pro rata, and
  2% to the general partner, until there has been distributed for each
  outstanding subordinated unit an amount equal to the minimum quarterly
  distribution for that quarter; and·
  
  Thereafter, in a manner whereby the general partner
  has rights (referred to as incentive distribution rights) to receive
  increasing percentages of excess quarterly distributions over specified
  distribution thresholds.
   14 
   PART I. FINANCIAL INFORMATION (Continued)  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)  TC Pipelines, LP  2002
First Quarter Cash Distribution  On
April 18, 2002, the board of directors of the general partner declared the
Partnerships 2002 first quarter cash distribution, which will be paid on May
15, 2002 to unitholders of record as of April 30, 2002.  The cash distribution totaling $9.1 million
will be paid in the following manner: 
$7.4 million to common unitholders, $1.4 million to the general partner
as holder of the subordinated units, and $0.3 million to the general partner as
holder of incentive distribution rights and in respect of its 2% general
partner interest.  General  On April 23, 2002, the Partnership filed a shelf registration statement
with the SEC to sell, from time to time, up to $200 million of common units
representing limited partner interests as well as debt securities.  The Partnership intends to use the net
proceeds for general purposes, repayment of debt, future acquisitions, capital
expenditures and working capital.  On
August 22, 2000, the Partnership entered into an unsecured three-year credit
facility (Revolving Credit Facility) with Bank One, NA, as agent, under which
the Partnership may borrow up to an aggregate principal amount of $30 million.
Loans under the Revolving Credit Facility bear interest, at the option of the
Partnership, at a one-, two-, three-, or six-month London Interbank Offered
Rate (LIBOR) plus 0.875% or at a floating rate based on the higher of the
federal funds effective rate plus 0.5% or the prime rate.  The Revolving Credit Facility matures on
August 31, 2003. Amounts borrowed may be repaid in part or in full prior to
that time without penalty.  The
Revolving Credit Facility may be used to finance capital expenditures and for
other general purposes.  On September 1,
2000, the Partnership borrowed $24.5 million under the Revolving Credit
Facility to fund a portion of the purchase price of the 49% general partner
interest in Tuscarora.  At March 31,
2002, the Partnership had borrowings of $21.5 million outstanding under the Revolving
Credit Facility. The interest rate on the Revolving Credit Facility averaged
2.757% for the period ended March 31, 2002 and was 2.755% at March 31,
2002.  On April 16, 2002, the
Partnership made an $8.0 million principal payment on the Revolving Credit
Facility.  On May 28, 2001, the Partnership renewed its $40 million unsecured
two-year revolving credit facility (TransCanada Credit Facility) with
TransCanada PipeLine USA Ltd., an affiliate of the general partner.  The TransCanada Credit Facility bears
interest at LIBOR plus 1.25%.  The purpose
of the TransCanada Credit Facility is to provide borrowings to fund capital
expenditures, to fund capital contributions to Northern Border Pipeline,
Tuscarora, and any other entity in which the Partnership directly or indirectly
acquires an interest, to fund working capital and for other general business
purposes, including temporary funding of cash distributions to partners, if
necessary.  At March 31, 2002, the
Partnership had no amount outstanding under the TransCanada Credit Facility.  Cash
Flows from Operating Activities  Cash flows provided by operating activities increased to $12.4 million
for the first quarter of 2002 from $8.4 million for the same period last
year.  For the first quarter of 2002 and
2001, the Partnership received cash  15 
   PART I. FINANCIAL INFORMATION (Continued)  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)  TC Pipelines, LP  distributions in aggregate of $11.8 million and $9.4 million,
respectively, from its equity investment in Northern Border Pipeline. The
Partnership also received a cash distribution of $0.9 million from its equity
investment in Tuscarora for the first quarter of 2002.  Tuscarora did not make a cash distribution
in the first quarter of 2001 due to the timing of the implementation of
Tuscaroras cash distribution policy.  Cash
Flows from Financing Activities  In the first quarter of 2002, the Partnership paid $9.1 million in cash
distributions: $7.4 million to common unitholders, $1.4 million to the general
partner as holder of the subordinated units, and $0.3 million to the general
partner, as holder of incentive distribution rights and in respect of its 2%
general partner interest.  This compares
to cash distributions of $8.6 million, which were paid by the Partnership in
the first quarter of 2001.  Capital
Requirements  To the extent TC PipeLines has any capital requirements with respect to
its investments in Northern Border Pipeline and Tuscarora or makes acquisitions
in 2002, TC PipeLines expects to fund these requirements with operating cash
flows, debt and/or equity.  Since the interests in Northern Border Pipeline and Tuscarora are
currently the Partnerships only significant sources of income, the
Partnerships results of operations are influenced by and reflect the same
factors that influence the financial results of Northern Border Pipeline and
Tuscarora.  Results of Operations of Northern
Border Pipeline Company  The following sets out summarized financial
information for Northern Border Pipeline for the three months ended March 31,
2002 and 2001 and as at March 31, 2002 and December 31, 2001. Amounts discussed
represent 100% of the operations of Northern Border Pipeline, in which the Partnership
has held a 30% interest since May 28, 1999.  Three
  months ended March 31
  (unaudited)(millions of dollars)
  
  2002
  
  2001Northern Border Pipeline Income StatementRevenues
  
  78.2
  
  77.0Costs
  and expenses
  
  (13.8
  )
  (12.2
  )Depreciation
  
  (14.5
  )
  (14.5
  )Financial
  charges
  
  (13.0
  )
  (15.0
  )Other
  income
  
  0.8
  
  0.6Net
  income
  
  37.7
  
  35.9  16 
   PART I. FINANCIAL INFORMATION (Continued)  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)  TC Pipelines, LP  (millions of dollars)
  
  March 31,
  2002
  (unaudited)
  
  December
  31, 2001Northern Border Pipeline Balance
  SheetAssetsCash and cash equivalents
  
  15.5
  
  11.0Other current
  assets
  
  34.1
  
  36.3Plant, property
  and equipment, net
  
  1,673.4
  
  1,685.7Other assets
  
  20.1
  
  18.91,743.1
  
  1,751.9Liabilities and Partners EquityCurrent
  liabilities
  
  167.2
  
  399.0Reserves and
  deferred credits
  
  5.4
  
  5.6Long-term debt
  
  737.2
  
  513.7Partners EquityPartners
  capital
  
  822.9
  
  824.4Accumulated
  other comprehensive income
  
  10.4
  
  9.21,743.1
  
  1,751.9  First
Quarter 2002 Compared with First Quarter 2001  Net income to
partners increased $1.8 million (5%) for the first quarter of 2002, as compared
to the same period in 2001.  Northern
Border Pipelines operating results benefited from reductions in interest
rates, which reduced its interest expense for 2002 as compared to 2001.  Revenues increased
$1.1 million (1%) for the first quarter of 2002, as compared to the same period
in 2001, due primarily to additional revenues of approximately $3.4 million
related to a pipeline expansion and extension project completed in October 2001
(Project 2000).  The impact of the
additional revenues associated with Project 2000 was partially offset by
uncollected revenues associated with the transportation capacity held by ENA,
which filed for Chapter 11 bankruptcy protection in December 2001 (see Update
on the Impact of Enrons Chapter 11 Filing on Northern Border Pipelines
Business).  For the first quarter of
2002, the revenues lost on this capacity totaled approximately $1.5 million.  Costs and expenses
consist of operations and maintenance expense and taxes other than income.  Operations
and maintenance expense decreased $1.3 million (16%) for the first quarter of
2002, as compared to the same period in 2001,due primarily to a decrease in employee benefits and
administrative expenses.  Taxes other than
income increased $2.8 million (76%) for the first quarter of 2002, as compared
to the same period in 2001.  The 2001
amount included reductions to previous
estimates of ad valorem taxes.  17 
   PART I. FINANCIAL INFORMATION (Continued)  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)  TC Pipelines, LP  Interest expense
decreased $2.0 million (14%) for the first quarter of 2002, as compared to the same
period in 2001, due primarily to a decrease in Northern Border Pipelines
average interest rate between 2001 and 2002.  18 
   PART I. FINANCIAL INFORMATION (Continued)  ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)  TC Pipelines, LP  Liquidity and Capital Resources of Northern Border Pipeline
Company  Debt and Credit Facilities Northern Border
Pipelines debt and credit facilities outstanding at March 31, 2002, are as
follows:  Payments
  Due by PeriodCurrent
  PortionTotal
  
  (Less Than
  1 Year)
  
  Long-Term
  Portion(In Thousands)Pipeline Credit
  Agreement, average 2.08%
  
  $
  265,000
  
  $
  41,456
  
  $
  223,5441992 Series C and D Senior Notes, average 8.53%
  
  143,000
  
  78,000
  
  65,0007.75% Senior
  Notes due 2009
  
  200,000
  
  
  
  200,0007.50% Senior
  Notes due 2021
  
  250,000
  
  
  
  250,000Total
  
  $
  858,000
  
  $
  119,456
  
  $
  738,544  Northern Border
Pipeline had previously entered into a 1997 credit agreement (Pipeline Credit
Agreement) with certain financial institutions, which is comprised of a $100
million five-year revolving credit facility and a $245 million term loan, both
maturing in June 2002.  At March 31,
2002, $20 million was outstanding under the five-year revolving credit
facility.  As discussed below, the
Pipeline Credit Agreement was partially repaid in April 2002.  Northern Border Pipeline anticipates
refinancing the Pipeline Credit Agreement with a $175 million revolving credit
facility in the second quarter of 2002.  At March 31, 2002,
Northern Border Pipeline had outstanding $143 million of senior notes issued in
a $250 million private placement under a July 1992 note purchase
agreement.  The Series C Notes, with a
principal amount of $78 million, mature in August 2002.  The Series D Notes will mature in August
2003.  Northern Border Pipeline
anticipates borrowing under the refinanced Pipeline Credit Agreement to repay
the Series C Notes.  In November 2001,
Northern Border Pipeline entered into forward starting interest rate swaps with
notional amounts totaling $150 million related to the issuance of senior notes
discussed below.  The swaps were entered
into to hedge the fluctuations in Treasury rates and spreads between the
execution date of the swaps and the issuance date of the senior notes.  In April 2002,
Northern Border Pipeline completed a private offering of $225 million of 6.25%
Senior Notes due 2007 (2002 Pipeline Senior Notes).  The indenture under which the 2002 Pipeline Senior Notes was
issued does not limit the amount of unsecured debt Northern Border Pipeline may
incur, but it does contain material financial covenants, including restrictions
on incurrence of secured indebtedness. 
The proceeds from the 2002 Pipeline Senior Notes of approximately $223.5
million were used to reduce indebtedness outstanding under the Pipeline Credit
Agreement.  Upon issuance of the 2002  19 
   PART I. FINANCIAL INFORMATION (Continued)  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)  TC Pipelines, LP  Pipeline Senior
Notes, Northern Border Pipeline terminated the forward starting interest rate
swaps and received approximately $2.4 million.  Short-term liquidity needs will be met by
operating cash flows and the refinanced Pipeline Credit Agreement.  Long-term capital needs may be met through
the ability to issue long-term indebtedness.  Cash
Flows From Operating Activities  Cash flows
provided by operating activities increased $14.9 million to $52.8 million for
the first quarter of 2002, as compared to the same period in 2001, primarily due to positive changes in working
capital and the impact of rate case refunds in 2001.  In 2002, working capital for the quarter increased $0.9 million
as compared to a decrease in 2001 of $7.4 million.  The 2001 amount reflected interest payments of $23.8 million as
compared to interest payments of $15.8 million in the first quarter of 2002.  Additionally in the first quarter of 2001,
Northern Border Pipeline realized net cash outflows of approximately $4.7
million related to its rate case refunds. 
During the first quarter of 2001, Northern Border Pipeline made refunds
to its shippers totaling $6.8 million, which included approximately $2.1
million collected in the first quarter of 2001 with the remainder collected
previously.  Cash
Flows From Investing Activities  Capital
expenditures were $2.1 million for the first quarter of 2002 as compared to
$4.6 million for the comparable period in 2001.  The 2001 amount included $3.8 million for Project 2000.  The remaining capital expenditures for 2002
and 2001 were primarily related to renewals and replacements of existing
facilities.  Total capital expenditures for 2002 are estimated to
be $10 million, including $2 million for Project 2000.  Northern Border Pipeline currently
anticipates funding its 2002 capital expenditures primarily by borrowing on
debt facilities and using operating cash flows.  Cash
Flows From Financing Activities  Cash
flows used in financing activities decreased slightly to $46.2 million for the
first quarter of 2002 as compared to $46.8 million for the comparable period in
2001.  Distributions to partners
increased $7.8 million to $39.2 million for the first quarter of 2002, as
compared to the same period in 2001. 
The distribution amount paid in the current quarter is determined from
the prior quarters operating results. 
The increase in the 2002 distribution amount was primarily due to an
increase in net income in the fourth quarter of 2001 as compared to the fourth
quarter of 2000.  During the first
quarter of 2002, Northern Border Pipeline had net repayments under the Pipeline
Credit Agreement of $7.0 million as compared to net borrowings in 2001 of $7.0
million.  For the first quarter of 2001,
Northern Border Pipeline recognized a decrease in bank overdraft of $22.4
million.  At December 31, 2000, Northern
Border Pipeline reflected the bank overdraft primarily due to rate refund
checks outstanding.  20 
   PART I. FINANCIAL INFORMATION (Continued)  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)  TC Pipelines, LP  Update on the Impact of Enrons Chapter 11 Filing on Northern
Border Pipelines Business  As
more fully discussed in TC PipeLines Annual Report on Form 10-K for the year
ended December 31, 2001, on December 2, 2001, Enron filed a voluntary petition
for bankruptcy protection under Chapter 11 of the United States Bankruptcy
Code.  Certain wholly owned Enron
subsidiaries, including ENA, have also filed for Chapter 11 bankruptcy
protection.  ENA is a party to shipper
contracts obligating ENA to pay demand charges for approximately 3.5% of
Northern Border Pipelines capacity. 
ENA has neither assumed nor rejected these contracts, but its ability to
use the capacity has been suspended until it provides adequate assurance of
credit support.  Northern Border
Pipeline has filed with the bankruptcy court a motion to compel ENA to either
assume or reject these contracts. 
Northern Border Pipeline has estimated its financial exposure for the
year 2002 to be approximately $9 million of revenues under the firm
transportation contracts with ENA. 
Northern Border Pipeline has stated that it believes that failure by ENA
to perform its obligations under the firm transportation contracts will not
have a material adverse impact on Northern Border Pipelines financial
condition.  Northern
Border Pipeline has advised TC PipeLines that on May 3, 2002, Enron presented
to the creditor's committee a proposal under which certain of Enron's core
energy assets would be separated from Enron's bankruptcy estate and operated
prospectively as a new integrated power and pipeline company. Northern Plains
Natural Gas Company and Pan Border Gas Company are proposed to be included in
this company. Northern Plains and Pan Border are general partners of Northern
Border Intermediate Limited Partnership, which owns a 70% interest in Northern
Border Pipeline. If the creditor's committee endorses this proposal, it must
then be presented to the Bankruptcy Court for approval.  TC
PipeLines plans to continue to monitor developments at Enron, to continue to
assess the impact on TC PipeLines of Northern Border Pipelines existing
agreements and relationships with Enron and to take appropriate action to
protect the interests of TC PipeLines and its unitholders.  21 
   PART I. FINANCIAL INFORMATION (Continued)  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)  TC Pipelines, LP  Results of Operations of Tuscarora
Gas Transmission Company  The following sets out summarized financial information for Tuscarora
for the three months ended March 31, 2002 and 2001 and as at March 31, 2002 and
December 31, 2001.  Amounts discussed
represent 100% of the operations of Tuscarora, in which the Partnership has
held a 49% interest since September 1, 2000.  Three months ended March 31
  (unaudited)(millions of dollars)
  
  2002
  
  2001Tuscarora Income StatementRevenues
  
  5.6
  
  5.2Costs
  and expenses
  
  (0.6
  )
  (0.6
  )Depreciation
  
  (1.2
  )
  (1.1
  )Financial
  charges
  
  (1.5
  )
  (1.5
  )Other
  income
  
  0.1
  
  0.1Net
  income
  
  2.4
  
  2.1  (millions of dollars)
  
  March 31,
  2002
  (unaudited)
  
  December
  31, 2001Tuscarora Balance SheetAssetsCash and cash
  equivalents
  
  11.7
  
  1.1Other current
  assets
  
  2.2
  
  2.1Plant, property
  and equipment, net
  
  121.4
  
  121.3Other assets
  
  1.4
  
  1.6136.7
  
  126.1Liabilities and Partners EquityCurrent
  liabilities
  
  8.3
  
  7.7Long-term debt
  
  90.0
  
  80.0Partners EquityPartners
  capital
  
  38.3
  
  37.9Accumulated
  other comprehensive income
  
  0.1
  
  0.5136.7
  
  126.1  First
Quarter 2002 Compared with First Quarter 2001  Revenues generated by
Tuscarora increased to $5.6 million for the first quarter of 2002 from $5.2
million for the same period last year due primarily to incremental revenue from
the Hungry Valley lateral.  Costs and expenses,
depreciation and financial charges incurred and other income earned by
Tuscarora in the first quarter of 2002 were consistent with the same period
last year.  22 
   PART I. FINANCIAL INFORMATION (Continued)  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)  TC Pipelines, LP  Liquidity
and Capital Resources of Tuscarora Gas Transmission Company  General  On
January 4, 2002, Tuscarora entered into a credit agreement with a third party
for a $5 million, 364-day revolving credit facility which bears interest at
either the LIBOR rate plus 1% or the prime rate.  At March 31, 2002, Tuscarora had no amount outstanding under the
revolving credit facility.  On March 15, 2002, Tuscarora issued Series C Senior Secured Notes in
the amount of $10 million.  These notes
bear interest at 6.89% and are due in 2012. 
The proceeds from these notes will be used to finance the construction
of Tuscaroras expansion project.  23 
   PART I. FINANCIAL INFORMATION (Continued)  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Concluded)  TC Pipelines, LP  Cash
Flows from Operating Activities  Cash flows
provided by operating activities increased to $4.0 million for the first
quarter of 2002 compared to $1.8 million for the same period in 2001 and is primarily
due to changes in working capital and increased net income.  Cash
Flows from Investing Activities  Net
cash used in investing activities for the first quarter of 2002 and 2001 were
$1.4 million and $2.6 million, respectively. 
This change is due to a decrease in capital expenditures.  Cash
Flows from Financing Activities  For
the first quarter of 2002, Tuscarora recorded cash flow from financing
activities of $8.0 million compared to $0.1 million for the same period in
2001.  Tuscarora received proceeds of
$10.0 million from the issuance of its Series C Secured Notes in the first
quarter of 2002.  Tuscarora also paid a
cash distribution of $1.9 million in the first quarter of 2002.  Tuscarora did not make a cash distribution
in the first quarter of 2001 due to the timing of the implementation of
Tuscaroras cash distribution policy.  24 
   PART I. FINANCIAL INFORMATION (Concluded)  ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  TC Pipelines, LP  TC
PipeLines' interest rate exposure results from its Revolving Credit Facility,
which is subject to variability in LIBOR interest rates.  Since December 31, 2001, there has not been
any material change to TC PipeLines interest rate exposure.  The Partnerships
market risk sensitivity is also influenced by and reflects the same factors
that influence Northern Border Pipeline. 
Neither Northern Border Pipeline nor Tuscarora owns any of the natural
gas they transport, and, therefore, do not assume any of the related natural
gas commodity price risk.  Northern Border
Pipelines interest rate exposure results from variable rate borrowings from
commercial banks.  To mitigate potential
fluctuations in interest rates, Northern Border Pipeline attempts to maintain a
significant portion of its debt portfolio in fixed rate debt.  There have not been any material changes in
market risk exposures that would affect the quantitative and qualitative
disclosures presented as of December 31, 2001, in Item 7a of TC PipeLines
Annual Report on Form 10-K.  25 
   PART II. OTHER INFORMATION  ITEM 6. Exhibits and Reports on Form
8-K  TC PipeLines, LP  (a)Exhibits.  *4.1
  Indenture dated
  April 29, 2002, between Nothern Border Pipeline and Bank One Trust Company,
  NA, as trustee.*4.2
  Registration
  Rights Agreement dated April 29, 2002, among Northern Border Pipeline and
  Salomon Smith Barney Inc., Banc One Capital Markets, Inc., and BMO Nesbitt
  Burns Corp., as initial purchasers. 
 * Indicates
exhibits incorporated by reference.  (b)Reports on Form 8-K  1.Report on Form 8-K dated February 5, 2002
and filed on February 12, 2002 reporting Arthur Andersen LLP had resigned as
auditors of Northern Border Pipeline effective February 5, 2002 and the
subsequent appointment of KPMG LLP as Northern Border Pipelines independent
auditor.  2.Report on Form 8-K dated February 22,
2002 and filed on March 15, 2002 reporting Northern Border Pipeline received a
copy of a subpoena issued to Enron by the Committee on Governmental Affairs of
the Senate of the United States dated February 15, 2002.  26 
   SIGNATURES  Pursuant to the
requirements of the Securities and Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.  TC
  PipeLines, LP(a Delaware Limited Partnership)By:
  TC PipeLines GP, Inc., its general partnerBy:
  /s/  Russell
  K. GirlingDate:  May
  14, 2002
  
  
  Russell K. GirlingChief Financial Officer (duly authorized officer)By:
  /s/  Theresa
  JangDate:  May
  14, 2002
  
  
  Theresa JangController (duly authorized officer)  27