EXHIBIT 10.28

                                               Contract #: T1070F

                NORTHERN BORDER PIPELINE COMPANY
                U. S. SHIPPERS SERVICE AGREEMENT



This Agreement (the "Service Agreement") is made and entered into
at Omaha, Nebraska as of August 14, 1997, by and between
NORTHERN BORDER PIPELINE COMPANY, hereinafter referred to as
"Company" and  TRANSCANADA GAS SERVICES INC. as Agent for
TRANSCANADA PIPELINES LIMITED, a Delaware corporation,
hereinafter referred to as "Shipper".

WHEREAS, Company's investors and lenders rely on Certificates of
Public Convenience and Necessity granted by the Federal Energy
Regulatory Commission and on the Tariff for the return of and the
return on all funds invested in or loaned to the Company; and

WHEREAS, the transportation of natural gas shall be effectuated
pursuant to Part 157 or Part 284 of the Federal Energy Regulatory
Commission's Regulations; and

WHEREAS, Company recognizes that it will be a condition to the
initial effectiveness of this Service Agreement that,
notwithstanding any other provision of the Tariff or this Service
Agreement, the FERC and all other appropriate federal
governmental authorities and/or agencies in the United States
shall have issued, under terms and  conditions  acceptable to
Shipper, all final nonappealable authorizations and certificates;

NOW THEREFORE, in consideration of their respective covenants and
agreements hereinafter set out, the parties hereto covenant and
agree as follows:

Article 1 - Basic Receipts

Shipper shall on each day beginning with Shipper's Billing
Commencement Date, as defined in Section 1 of the General Terms
and Conditions of Company's FERC Gas Tariff, be entitled to
tender and, following tender, deliver to Company, at each of
Shipper's Points of Receipt, a quantity of gas not in excess of
the Daily Receipt Quantity for such Point of Receipt for such
day, as defined in such Section 1, and Company shall, on such
day, take receipt of the quantity of gas so tendered and
delivered by Shipper at such Point of Receipt.

Article 2 - Excess Receipts

If Shipper shall desire to tender to Company on any day beginning
with Shipper's Billing Commencement Date, at any of Shipper's
Points of Receipt, a quantity of gas in excess of Shipper's Daily
Receipt Quantity for such Point of Receipt for such day, it shall
notify Company of such  desire.  If Company in its sole judgment,
determines  that  it has available the necessary capacity to
receive and transport all or any part of such excess quantity and
make deliveries in respect thereof, and that the performance of
Company's obligations to other Shippers under their Agreements
will not be adversely affected thereby, Company may elect to
receive from Shipper said excess quantity or part thereof, and
shall so notify Shipper.  Scheduling of Excess Receipts will be
in accordance with Section 10 of the General Terms and
Conditions.

Article 3 - Deliveries

Company shall deliver gas to Shipper at the Point(s) of Delivery
and under the conditions specified in Exhibit A hereto and in
accordance with Section l3 of the General Terms and Conditions.

Article 4 - Payments

Shipper shall make payments to Company in accordance with Rate
Schedules T-1 and OT-1 and the other applicable terms and
provisions of this  Service Agreement.

Article 5 - Change in Tariff Provisions

Upon notice to Shipper, Company shall have the right to file with
the Federal Energy Regulatory Commission any changes in the terms
of any of its Rate Schedules, General Terms and Conditions or
Form of Service Agreement as Company may deem necessary, and to
make such changes effective at such times as Company desires and
is possible under applicable law.  Shipper may protest any filed
changes before the Federal Energy Regulatory Commission and
exercise any other rights it may have with respect thereto.

Article 6 - Cancellation of Prior Agreements

When this Service Agreement becomes effective, it shall
supersede, cancel and terminate the following Agreements:
-none-

Article 7 - Term

This Service Agreement shall become effective upon its execution
and shall under all circumstances continue in effect in
accordance with the Tariff for ten (10) years after the Billing
Commencement Date, defined herein as the later of November 1,
1998, or the in-service date of the facilities certificated for
the construction and operation in a Federal Energy Regulatory
Commission proceeding prosecuted by Company in reliance upon this
Agreement, and shall continue in effect thereafter until extended
or terminated in accordance with Section 5 of the Rate Schedule T-
1.  Shipper shall give Company not less than six (6) months prior
written notice of Shipper's intent to terminate this Service
Agreement. Service rendered pursuant to this Service Agreement
shall be abandoned upon termination of this Service Agreement.

This Service Agreement shall automatically terminate and be of no
further force and effect unless Shipper shall furnish a proper
security arrangement, in accordance with Subsection 9.1 of Rate
Schedule T-1, to the Company within thirty (30) days after notice
from the Company subsequent to the occurrence of any of the
following events:

     The filing by Shipper or its parent of a voluntary petition
     in bankruptcy or the entry of a decree or order by a court
     having jurisdiction in the premises adjudging the Shipper as
     bankrupt or insolvent, or approving as properly filed a
     petition seeking reorganization, arrangement, adjustment or
     composition of or in respect of the Shipper under the
     Federal Bankruptcy Act or any other applicable federal or
     state law, or appointing a receiver, liquidator, assignee,
     trustee, sequestrator (or other similar official) of the
     Shipper or any substantial part of its property, or the
     ordering of the winding-up or liquidation of its affairs,
     with said order or decree continuing unstayed and in effect
     for a period of sixty (60) consecutive days.

     A failure by Shipper to pay in full the undisputed amount of
     any invoice rendered by Company shall continue for ten (10)
     days from the date payment is due.

Termination of this Service Agreement shall not relieve Company
and Shipper of the obligation to correct any Receipt or Delivery
Imbalances hereunder, or Shipper to pay money due hereunder to
Company and shall be in addition to any other remedies that
Company may have.

Article 8 - Applicable Law and Submission to Jurisdiction

This Service Agreement and Company's Tariff, and the rights and
obligations of Company and Shipper thereunder are subject to all
relevant United States lawful statutes, rules, regulations and
orders of duly constituted authorities having jurisdiction.
Subject to the foregoing, this Service Agreement shall be
governed by and interpreted in accordance with the laws of the
State of Nebraska.  For purposes of legal proceedings, this
Service Agreement shall be deemed to have been made in the State
of Nebraska and to be performed there, and the Courts of that
State shall have jurisdiction over all disputes which may arise
under this Service Agreement, provided always that nothing herein
contained shall prevent the Company from proceeding at its
election against the Shipper in the Courts of any other state,
Province or country.

At the Company's request, the Shipper shall irrevocably appoint
an agent in Nebraska to receive, for it and on its behalf,
service of process in connection with any judicial proceeding in
Nebraska relating to this Service Agreement.  Such service shall
be deemed completed on delivery to such process agent (even if
not forwarded to and received by the Shipper).  If said agent
ceases to act as a process agent within Nebraska on behalf of
Shipper, the Shipper shall appoint a substitute process agent
within Nebraska and deliver to the Company a copy of the new
agent's acceptance of that appointment within 30 days.

Article 9 - Successors and Assigns

Any person which shall succeed by purchase, amalgamation, merger
or consolidation to the properties, substantially as an entirety,
of Shipper or of Company, as the case may be, and which shall
assume all obligations under Shipper's Service Agreement of
Shipper or Company, as the case may be, shall be entitled to the
rights, and shall be subject to the obligations, of its
predecessor under Shipper's Service Agreement.  Either party to a
Shipper's Service Agreement may pledge or charge the same under
the provisions of any mortgage, deed of trust, indenture,
security agreement or similar instrument which it has executed,
or assign such Service Agreement to any affiliated Person (which
for such purpose shall mean any person which controls, is under
common control with or is controlled by such party).   Nothing
contained in this Article 9 shall, however, operate to release
predecessor Shipper from its obligation under its Service
Agreement unless Company shall, in its sole discretion, consent
in writing to such release, which it shall not do unless it
concludes that, on the basis of the facts available to it, such
release is not likely to have a substantial adverse effect upon
other Shippers or other Persons who may become liable to provide
funds to Company to enable it to meet any of its obligations.
Company shall not release any Shipper from its obligations under
its Service Agreement without the written consent of the other
Shippers unless: (a) such release is effected pursuant to an
assignment of obligations by such Shipper, and the assumption
thereof by the assignee, and the terms of such assignment and
assumption render the obligations being assigned and assumed no
more conditional and no less absolute than those at the time
provided therein; and (b) such release is not likely to have a
substantial adverse effect upon Company or the other Shippers.
For the purposes hereof, and without limiting the generality of
the foregoing, any release of any Shipper from its obligations
under its Service Agreement shall be deemed likely to have a
substantial adverse effect upon Company or the other Shippers if
the assignee of such obligations has a credit standing which is
not at least equal to the credit standing of the assignor of such
obligations (credit standings in each case as reflected by the
ratings on outstanding debt securities by Moody's Investors
Service, Standard and Poor's Corporation or another rating
service acceptable to all Shippers to the extent available or by
other appropriate objective measures).  Shipper shall, at
Company's request, execute such instruments and take such other
action as may be desirable to give effect to any such assignment
of Company's rights under such Shipper's Service Agreement or to
give effect to the right of a Person whom the Company has
specified pursuant to Section 6 of the General Terms and
Conditions of Company's FERC Gas Tariff as the Person to whom
payment of amounts invoiced by Company shall be made; provided,
however, that: (a) Shipper shall not be required to execute any
such instruments or take any such other action the effect of
which is to modify the respective rights and obligations of
either Shipper or Company under this Service Agreement; and (b)
Shipper shall be under no obligation at any time to determine the
status or amount of any payments which may be due from Company to
any Person whom the Company has specified pursuant to said
Section 6 as the Person to whom payment of amounts invoiced by
Company shall be made.

Article 10 - Loss of Governmental Authority, Gas Supply,
             Transportation or Market

Without limiting its other responsibilities and obligations under
this Service Agreement, the Shipper acknowledges that it is
responsible for obtaining and assumes the risk of loss of the
following: (1) gas removal permits, (2) export and import
licenses, (3) gas supply, (4) markets and (5) transportation
upstream and downstream of the Company's pipeline system.
Notwithstanding the loss of one of the items enumerated above,
Shipper shall continue to be liable for payment to the Company of
the transportation charges as provided for in this Service
Agreement.

Article 11 - Other Operating Provisions

(This Article to be utilized when necessary to specify other
operating provisions.)

Article 12 - Exhibit A of Service Agreement, Rate Schedules and
             General Terms and Conditions

Company's Rate Schedules and General Terms and Conditions, which
are on file with the Federal Energy Regulatory Commission and in
effect, and Exhibit A hereto are all applicable to this Service
Agreement and are hereby incorporated in, and made a part of,
this Service Agreement.  In the event that the terms and
conditions herein are in conflict with the General Terms and
Conditions in Company's FERC Gas Tariff, the terms and conditions
of this Service Agreement are controlling.

IN WITNESS WHEREOF, The parties hereto have caused this Service
Agreement to be duly executed as of the day and year first set
forth above.

ATTEST:                       NORTHERN BORDER PIPELINE COMPANY
                              By:  Northern Plains Natural Gas Company,
                                   Operator
Eva Nuefeld                   By:        Robert A. Hill
Assistant Secretary           Title:     Vice President

                              TRANSCANADA GAS SERVICES INC. as
ATTEST:                       Agent for TRANSCANADA PIPELINES LIMITED

J. David Gartshore            By:       Mark Smith
                              Title:    Senior Vice President,
                                        Trading & Operation

                              By:       Steven D. Becker
                              Title:    Senior Vice President,
                                        Marketing &
                                        Business Development



            EXHIBIT A TO U.S. SHIPPERS SERVICE AGREEMENT

 Company:           NORTHERN BORDER PIPELINE COMPANY


 Company's          1111 South 103rd Street
 Address:           Omaha, Nebraska  68l24-1000

                    TRANSCANADA GAS SERVICES INC. as Agent
 Shipper:           for
                    TRANSCANADA PIPELINES LIMITED
                    Attn:  Rob Pirt

 Shipper's          3400, 237 - 4th Avenue S.W.
 Address:           Calgary, AB Canada T2P 5A4




<TABLE>
<CAPTION>
                                            Maximum    Minimum      Maximum
                       Role     Maximum     Receipt    Delivery     Receipt       Minimum
                      (Notes    Quantity    Pressure   Pressure   Temperature   Temperature
Points               1 and 3)   (MCF/Day)    (PSIG)     (PSIG)    (Degree F)    (Degree F)


<S>                     <S>      <C>          <C>          <C>        <C>           <C>
Port of Morgan, MT      PR       103,988      1435         -          120           32
                        RD       103,988         -         -            -            -
                        TP       103,988         -         -            -            -
                        DD       103,988         -         -            -            -

Saskana, MT             PR        60,000      1435         -          120           32
(Secondary-Note 2)      RD        60,000         -         -            -            -
                        TP       103,988         -         -            -            -
                        DD        60,000         -         -            -            -

Buford, ND              PR        48,000      1435         -          120           32
(Secondary-Note 2)      RD        48,000         -         -            -            -
                        TP       103,988         -         -            -            -
                        DD        48,000         -         -            -            -

Watford City, ND        PR        60,000      1435         -          120           32
(Secondary-Note 2)      RD        60,000         -         -            -            -
                        TP       103,988         -         -            -            -
                        DD        60,000         -         -            -            -

Hebron, ND              PR       103,988      1435         -          120           32
(Secondary-Note 2)      RD       103,988         -         -           -             -
                        TP       103,988         -         -           -             -
                        PD        30,000         -       725           -             -
                        DD        30,000         -         -           -             -

Glen Ullin, ND          PR        60,000      1435         -         120            32
(Secondary-Note 2)      RD        60,000         -         -           -             -
                        TP       103,988         -         -           -             -
                        PD       100,000         -       725           -            32
                        DD       100,000         -         -           -             -

Linton, SD              RD           770         -         -           -             -
(Secondary-Note 2)      TP       103,988         -         -           -             -
                        PD           770         -       700           -            32
                        DD           770         -         -           -             -

Mina, SD                RD        15,588         -         -           -             -
(Secondary-Note 2)      TP       103,988         -         -           -             -
                        PD        15,588         -       750           -            32
                        DD        15,588         -         -           -             -

Warner, SD              RD        24,000         -         -           -             -
(Secondary-Note 2)      TP       103,988         -         -           -             -
                        PD        24,000         -     1,000           -            32
                        DD        24,000         -         -           -             -

Aberdeen, SD            RD        35,000         -         -           -             -
(Secondary-Note 2)      TP       103,988         -         -           -             -
                        PD        35,000         -       800           -            32
                        DD        35,000         -         -           -             -

Webster, SD             RD         5,000         -         -           -             -
(Secondard-Note 2)      TP       103,988         -         -           -             -
                        PD         5,000         -       700           -            32
                        DD         5,000         -         -           -             -

Milbank, SD             RD         8,073         -         -           -             -
(Secondary-Note 2)      TP       103,988         -         -           -             -
                        PD         8,073         -       800           -            32
                        DD         8,073         -         -           -             -

Ivanhoe, MN             RD         1,791         -         -           -             -
(Secondary-Note 2)      TP       103,988         -         -           -             -
                        PD         1,791         -       700           -            32
                        DD         1,791         -         -           -             -

Balaton, MN             RD        20,000         -         -           -             -
(Secondary-Note 2)      TP       103,988         -         -           -             -
                        PD        20,000         -       720           -            32
                        DD        20,000         -         -           -             -

Marshall, MN            RD        80,000         -         -           -             -
(Secondary-Note 2)      TP       103,988         -         -           -             -
                        PD        80,000         -       800           -            32
                        DD        80,000         -         -           -             -

Westbrook, MN           RD         2,500         -         -           -             -
(Secondary-Note 2)      TP       103,988         -         -           -             -
                        PD         2,500         -       800           -            32
                        DD         2,500         -         -           -             -

Windom, MN              RD        10,000         -         -           -             -
(Secondary-Note 2)      TP       103,988         -         -           -             -
                        PD        10,000         -       800           -            32
                        DD        10,000         -         -           -             -

Welcome, MN             RD       103,988         -         -           -             -
(Secondary-Note 2)      TP       103,988         -         -           -             -
                        PD       103,988         -       796           -            32
                        DD       103,988         -         -           -             -

Ledyard, IA             RD         4,000         -         -           -             -
(Secondary-Note 2)      TP       103,988         -         -           -             -
                        PD         4,000         -       800           -            32
                        DD         4,000         -         -           -             -

Ventura, IA             RD       103,988         -         -           -             -
(Secondary-Note 2)      TP       103,988         -         -           -             -
                        PD       103,988         -       820           -            32
                        DD       103,988         -         -           -             -

Grundy Center, IA       RD        90,000         -         -           -             -
(Secondary-Note 2)      TP       103,988         -         -           -             -
                        PD        90,000         -       800           -            32
                        DD        90,000         -         -           -             -

Beaman, IA              RD         5,100         -         -           -             -
(Secondary-Note 2)      TP       103,988         -         -           -             -
                        PD         5,100         -       839           -            32
                        DD         5,100         -         -           -             -

Tama, IA                RD           880         -         -           -             -
(Secondary-Note 2)      TP       103,988         -         -           -             -
                        PD           880         -       816           -            32
                        DD           880         -         -           -             -

Amana, IA               RD        16,350         -         -           -             -
(Secondary-Note 2)      TP       103,988         -         -           -             -
                        PD        16,350         -       783           -             -
                        DD        16,350         -         -           -             -

Harper, IA              RD       103,988         -         -           -             -
                        TP       103,988         -         -           -             -
                        PD       103,988         -       712           -            32
                        DD       103,988         -         -           -             -
Total Maximum
Receipt Quantity                 103,988 MCF



<FN>
Note 1:  The point role will be either PR for physical receipts,
         RD for receipt by displacement, TP for transfer points, PD
         for physical deliveries, and DD for delivery by
         displacement.

Note 2:  Should nominations at secondary receipt and delivery
         points be received which exceed available capacity,
         volumes will be scheduled in accordance with Northern
         Border's nomination and scheduling procedures.

Note 3:  For receipt or delivery of gas by displacement, Company
         cannot and does not have an obligation to physically
         deliver or receive gas at these points. Volumes will be
         delivered or received at these point(s) only to the extent
         that corresponding equal or greater volumes are received
         or delivered by other parties at these points on the same
         day.  These corresponding volumes will be used to displace
         volumes nominated for delivery or receipt by Shipper.

Note 4:  Gas volumes which are nominated/scheduled at a sub primary
         receipt or delivery point(s) have priority over gas volumes
         of shipper utilizing such point on a corresponding basis as a
         secondary receipt or delivery point.  Shipper's rights and
         obligations regarding the use of sub primary points are
         governed by Subsection 17.1 of the General Terms and
         Conditions of the Tariff.
</TABLE>

This Exhibit A is made and entered into as of August 14, 1997 .
On the effective date designated by the Federal Energy Regulatory
Commission, it shall supersede the Exhibit A dated as of  N/A.

The effective date of this Exhibit A is August 14, 1997.

ATTEST:                       NORTHERN BORDER PIPELINE COMPANY
                              By:  Northern Plains Natural Gas Company,
                                    Operator

Eva Neufeld                   By:         Robert A. Hill
Assistant Secretary

                              Title:      Vice President


                              TRANSCANADA GAS SERVICES INC. as
                              Agent for
ATTEST:                       TRANSCANADA PIPELINES LIMITED

J. David Gartshore            By:       Mark Smith
                              Title:    Senior Vice President,
                                        Trading & Operation

                              By:       Steven D. Becker
                              Title:    Senior Vice President,
                                        Marketing &
                                        Business Develodpment