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EXHIBIT B Certifications by the Chief Executive Officer and Chief Financial Officer of the Registrants pursuant to
Rule 13a-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Canadian Pacific Railway Limited I, Robert J. Ritchie, President and Chief Executive Officer, certify that:  1.
    
    I have reviewed this annual report on Form 40-F of Canadian Pacific
Railway Limited;2.
    
    Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;3.
    
    Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the issuer as of, and for, the periods presented in this report;4.
    
    The issuers other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the issuer and
have:  a)
    
    Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
issuer, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in
which this report is being prepared;b)
    
    Evaluated the effectiveness of the issuers disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such
evaluation; andc)
    
    Disclosed in this report any change in the issuers internal
control over financial reporting that occurred during the period
covered by the annual report that has materially affected, or is
reasonably likely to materially affect, the issuers internal
control over financial reporting; and  5.
    
    The issuers other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the issuers auditors and the audit committee of the issuers board of
directors (or persons performing the equivalent functions):  a)
    
    All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the issuers ability
to record, process, summarize and report financial information; andb)
    
    Any fraud, whether or not material, that involves management
or other employees who have a significant role in the issuers
internal control over financial reporting.  Date: March 16, 2004
    
    Signed:  Robert J. Ritchie
Robert J. Ritchie
President and Chief Executive Officer
 B-1




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I, Michael T. Waites, Executive Vice President and Chief Financial Officer,
certify that:  1.
    
    I have reviewed this annual report on Form 40-F of Canadian Pacific
Railway Limited;2.
    
    Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;3.
    
    Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the issuer as of, and for, the periods presented in this report;4.
    
    The issuers other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the issuer and
have:  a)
    
    Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
issuer, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in
which this report is being prepared;b)
    
    Evaluated the effectiveness of the issuers disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such
evaluation; andc)
    
    Disclosed in this report any change in the issuers internal
control over financial reporting that occurred during the period
covered by the annual report that has materially affected, or is
reasonably likely to materially affect, the issuers internal
control over financial reporting; and  5.
    
    The issuers other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the issuers auditors and the audit committee of the issuers board of
directors (or persons performing the equivalent functions):  a)
    
    All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the issuers ability
to record, process, summarize and report financial information; andb)
    
    Any fraud, whether or not material, that involves management
or other employees who have a significant role in the issuers
internal control over financial reporting.  Date: March 16, 2004
    
    Signed:  Michael T. Waites
Michael T. Waites
Executive Vice President and
Chief Financial Officer
 B-2




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Canadian Pacific Railway Company I, Robert J. Ritchie, President and Chief Executive Officer, certify that:  1.
    
    I have reviewed this annual report on Form 40-F of Canadian Pacific
Railway Company;2.
    
    Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;3.
    
    Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the issuer as of, and for, the periods presented in this report;4.
    
    The issuers other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the issuer and
have:  a)
    
    Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
issuer, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in
which this report is being prepared;b)
    
    Evaluated the effectiveness of the issuers disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such
evaluation; andc)
    
    Disclosed in this report any change in the issuers internal
control over financial reporting that occurred during the period
covered by the annual report that has materially affected, or is
reasonably likely to materially affect, the issuers internal
control over financial reporting; and  5.
    
    The issuers other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the issuers auditors and the audit committee of the issuers board of
directors (or persons performing the equivalent functions):  a)
    
    All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the issuers ability
to record, process, summarize and report financial information; andb)
    
    Any fraud, whether or not material, that involves management
or other employees who have a significant role in the issuers
internal control over financial reporting.  Date: March 16, 2004
    
    Signed:  Robert J. Ritchie
Robert J. Ritchie
President and Chief Executive Officer
 B-3




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##### 



I, Michael T. Waites, Executive Vice President and Chief Financial Officer,
certify that:  1.
    
    I have reviewed this annual report on Form 40-F of Canadian Pacific
Railway Company;2.
    
    Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;3.
    
    Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the issuer as of, and for, the periods presented in this report;4.
    
    The issuers other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the issuer and
have:  a)
    
    Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
issuer, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in
which this report is being prepared;b)
    
    Evaluated the effectiveness of the issuers disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such
evaluation; andc)
    
    Disclosed in this report any change in the issuers internal
control over financial reporting that occurred during the period
covered by the annual report that has materially affected, or is
reasonably likely to materially affect, the issuers internal
control over financial reporting; and  5.
    
    The issuers other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the issuers auditors and the audit committee of the issuers board of
directors (or persons performing the equivalent functions):  a)
    
    All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the issuers ability
to record, process, summarize and report financial information; andb)
    
    Any fraud, whether or not material, that involves management
or other employees who have a significant role in the issuers
internal control over financial reporting.  Date: March 16, 2004
    
    Signed:  Michael T. Waites
Michael T. Waites
Executive Vice President and
Chief Financial Officer
 B-4