EXHIBIT B
                                                                       ---------



                CERTIFICATES PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                  ---------------------------------------------



                        CANADIAN PACIFIC RAILWAY LIMITED

In connection with the Annual Report of Canadian Pacific Railway Limited (the
"Company") on Form 40-F for the period ended December 31, 2002 (the "Report") to
which this certificate is an exhibit, I, Robert J. Ritchie, President and Chief
Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:

1.       The Report fully complies with the requirements of Section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

2.       The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         the Company.

Date:  March 18, 2003                   /s/ Robert J. Ritchie
                                        ---------------------------------------
                                        Robert J. Ritchie
                                        President and Chief Executive Officer



In connection with the Annual Report of Canadian Pacific Railway Limited (the
"Company") on Form 40-F for the period ended December 31, 2002 (the "Report") to
which this certificate is an exhibit, I, Michael T. Waites, Executive Vice
President and Chief Financial Officer of the Company, hereby certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

1.       The Report fully complies with the requirements of Section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

2.       The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         the Company.


Date:  March 18, 2003                   /s/ Michael T. Waites
                                        ---------------------------------------
                                        Michael T. Waites
                                        Executive Vice President and
                                        Chief Financial Officer


                                       B-1
<PAGE>

                        CANADIAN PACIFIC RAILWAY COMPANY

In connection with the Annual Report of Canadian Pacific Railway Company (the
"Company") on Form 40-F for the period ended December 31, 2002 (the "Report") to
which this certificate is an exhibit, I, Robert J. Ritchie, President and Chief
Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:

1.       The Report fully complies with the requirements of Section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

2.       The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         the Company.

Date:  March 18, 2003                   /s/ Robert J. Ritchie
                                        ---------------------------------------
                                        Robert J. Ritchie
                                        President and Chief Executive Officer



In connection with the Annual Report of Canadian Pacific Railway Company (the
"Company") on Form 40-F for the period ended December 31, 2002 (the "Report") to
which this certificate is an exhibit, I, Michael T. Waites, Executive Vice
President and Chief Financial Officer of the Company, hereby certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

1.       The Report fully complies with the requirements of Section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

2.       The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         the Company.


Date:  March 18, 2003                   /s/ Michael T. Waites
                                        ---------------------------------------
                                        Michael T. Waites
                                        Executive Vice President and
                                        Chief Financial Officer


                                       B-2