##### 






| |                                                                             
| | ----------------------------------------------------------------------------
| | As filed with the Securities and Exchange
    Commission on December 6, 2004




Registration No. 333-120873




---




UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

WASHINGTON, D.C. 20549




---




AMENDMENT NO. 1 TO




FORM F-10


REGISTRATION STATEMENT UNDER


THE SECURITIES ACT OF 1933




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TELUS CORPORATION

(Exact name of Registrant as specified in its
charter)


|                                                                      |  |                                                              |  |                                                        
|--------------------------------------------------------------------- |  | ------------------------------------------------------------ |  | -------------------------------------------------------
|British Columbia, Canada                                              |  | 4812                                                         |  | Not Applicable                                         
|(Province or other jurisdiction of
    incorporation or organization) |  | (Primary Standard Industrial
    Classification Code Number) |  | (I.R.S. Employer Identification No.,
    if applicable)

21st Floor, 3777 Kingsway

Burnaby, British Columbia V5H 3Z7,
Canada





(604) 432-4422





(Address and telephone number of
Registrants principal executive offices)


CT Corporation System

111 Eighth Avenue, 13th Floor


New York, New York 10011


(212) 590-9200


(Name, address and telephone number of agent
for service in the United States)




---

Copies to:




|                                                                                                                                                          |  |                                                                                                                                        |  |                                                                                                                                                               |  |                                                                                                             |  |                                                                                                                             |  |                                                                                                                                                          
|--------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|Phyllis G. Korff
    Richard B. Aftanas
    Skadden, Arps, Slate,
    Meagher & Flom LLP
    Four Times Square,
    New York, NY 10036
    (212) 735-3000 |  | Audrey T. Ho
    TELUS Corporation
    21st Floor, 3777 Kingsway,
    Burnaby, British Columbia
    V5H 3Z7, Canada
    (604) 432-4422 |  | Sheila A. Murray
    Blake, Cassels &
    Graydon LLP
    Commerce Court West
    199 Bay Street,
    Toronto, Ontario
    M5L 1A9, Canada
    (416) 863-2400 |  | Alan Dean
    Davis Polk &
    Wardwell
    450 Lexington Avenue,
    New York, NY 10017
    (212) 450-4000 |  | David S. Kauffman
    Verizon Communications Inc.
    1095 Avenue of the Americas
    New York, NY 10036
    (212) 395-6174 |  | Robert W.A. Nicholls
    Stikeman Elliott LLP
    5300 Commerce Court West
    199 Bay Street
    Toronto, Ontario
    M5L 1B9, Canada
    (416) 869-5500






---

Approximate date of commencement of proposed
sale to the public:As soon as
practicable after this Registration Statement becomes effective.

British Columbia, Canada

(Principal jurisdiction regulating this
offering)


It is proposed that this filing shall become
effective (check appropriate box below):






|      |                                                                                                                                                                   
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|A.  x | upon filing with the Commission, pursuant to
    Rule 467(a) (if in connection with an offering being made
    contemporaneously in the United States and Canada).









|      |                                                   
|----- | --------------------------------------------------
|B.  o | at some future date (check appropriate box below):






|      |                                                                                                                                                                                                                                                                                                                                            
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.  o | pursuant to Rule 467(b) on
    (                    )
    at
    (                    )
    (designate a time not sooner than seven calendar days after
    filing).                                                                                                                                                                       
|     
|2.  o | pursuant to Rule 467(b) on
    (                    )
    at
    (                    )
    (designate a time seven calendar days or sooner after filing)
    because the
    securities           regulatory
    authority in the review jurisdiction has issued a receipt or
    notification of clearance on
    (                    ).
|     
|3.  o | pursuant to Rule 467(b) as soon as
    practicable after notification of the Commission by the
    Registrant or the Canadian securities regulatory authority of
    the review jurisdiction that a receipt or notification of
    clearance has been issued with respect hereto.                                                          
|     
|     
|4.  o | after the filing of the next amendment to this
    Form (if preliminary material is being filed).                                                                                                                                                                                                                                          
|     




If any of the securities being registered on this
form are to be offered on a delayed or continuous basis pursuant
to the home jurisdictions shelf prospectus offering
procedures, check the following box.
o






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##### 



PART I

INFORMATION REQUIRED TO BE DELIVERED TO
OFFEREES OR PURCHASERS



---



##### 






Prospectus








TELUS CORPORATION

48,551,972 Common Shares and 24,942,368
Non-Voting Shares

Verizon Canada Holdings Corporation, or
Verizon Canada or the Selling
Shareholder, a wholly-owned subsidiary of Verizon
Communications Inc., or Verizon, owns 48,551,972 of
our common shares, or Common Shares, and 24,942,368
of our non-voting shares, or Non-Voting Shares and
together with the Common Shares, the Offered Shares,
and is selling all of the Offered Shares in this offering. We
are not selling any shares in this offering and we will not
receive any proceeds from the sale of our Offered Shares by the
Selling Shareholder.




Our Common Shares and Non-Voting Shares are
listed for trading on the Toronto Stock Exchange under the
symbols T and T.NV., respectively, and
the Non-Voting Shares are listed for trading on the New York
Stock Exchange under the symbol TU. On
November 30, 2004, the date of the announcement of the
offering, the closing price of our Common Shares on the TSX was
C$32.55, and the closing price of our Non-Voting Shares on the
TSX and the NYSE was C$30.43 and U.S.$25.40, respectively. On
December 2, 2004, the date of the execution of the
Underwriting Agreement, the closing price of the Common Shares
on the TSX was C$31.30 and the closing price of the Non-Voting
Shares on the TSX and the NYSE was C$29.75 and U.S.$24.90,
respectively.




Investing in our Common Shares and Non-Voting
Shares involves risks. See Risk Factors on
page 15 of this prospectus.

This offering is made by a Canadian
corporation that is permitted, under a multijurisdictional
disclosure system adopted by the securities regulatory
authorities in Canada and the United States, to prepare this
prospectus in accordance with the disclosure requirements of
Canada. Prospective investors in the United States should be
aware that such requirements are different from those of the
United States. The financial statements incorporated herein have
been prepared in accordance with Canadian generally accepted
accounting principles, and may be subject to Canadian auditing
and auditor independence standards, and thus may not be
comparable to financial statements of United States
companies.

Prospective investors in the United States
should be aware that the acquisition of the Common Shares and
Non-Voting Shares described herein may have tax consequences
both in the United States and in Canada. Such consequences for
investors who are resident in, or citizens of, the United States
may not be fully described herein.

The enforcement by investors of civil
liabilities under the United States federal securities laws may
be affected adversely by the fact that the Corporation is
incorporated or organized under the laws of Canada, that some or
all of its officers and directors may be residents of a foreign
country, that some or all of the underwriters or experts named
herein may be residents of a foreign country, and that all or a
substantial portion of the assets of the Corporation and such
persons may be located outside the United States.

The securities offered pursuant to this
prospectus have not been approved or disapproved by the United
States Securities and Exchange Commission or any United States
state securities commission nor has the United States Securities
and Exchange Commission or any United States state securities
commission passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal
offense.




|                                                          |  |                 |           |                     |  |          |          |  |  |       |               | 
|--------------------------------------------------------- |  | --------------- | --------- | ------------------- |  | -------- | -------- |  |  | ----- | ------------- | 
|                                                          |  | Price per       |           | Price per           |  |         
|                                                          |  | Common Share(1) |           | Non-Voting Share(1) |  | Total(2)
|                                                          |  |                 |           |                     |  |         
|Public offering price                                     |  | U.S.$           | 25.97     |                     |  | U.S.$    | 24.74    |  |  | U.S.$ | 1,877,968,897 | 
|Underwriting commission                                   |  | U.S.$           | 0.714175  |                     |  | U.S.$    | 0.68035  |  |  | U.S.$ | 51,644,145    | 
|Proceeds, before expenses, to the Selling
    Shareholder |  | U.S.$           | 25.255825 |                     |  | U.S.$    | 24.05965 |  |  | U.S.$ | 1,826,324,752 | 









|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) | The public offering price for Offered Shares
    offered in the United States is payable in U.S. dollars and
    the public offering price for Offered Shares offered in Canada
    and elsewhere outside the United States of C$31.02 per Common
    Share and of C$29.55 per Non-Voting Share is payable in Canadian
    dollars, except as may be otherwise agreed by the Underwriters
    (as defined herein). The U.S. dollar amount is the
    approximate equivalent of such Canadian dollar amount based on
    the prevailing U.S.-Canadian dollar exchange rate of
    U.S.$1.00 = C$1.1943 on the date of the Underwriting
    Agreement referred to under Plan of Distribution.
    See Plan of Distribution.
|   
|   
|   
|(2) | Before deducting expenses of the offering,
    estimated at C$2,250,000, or, on the basis of the exchange rate
    referred to in (1) above, U.S.$1,883,949, which, together
    with the Underwriters fee, will be paid by the Selling
    Shareholder. We will not receive any proceeds from the sale of
    the Offered Shares by the Selling Shareholder.                                                                                                                                                                                                                                                                                                                                                               
|   




The Offered Shares are offered, subject to prior
sale, if, as and when sold and delivered by the Selling
Shareholder and accepted by the Underwriters. The Offered Shares
will be ready for delivery on or about December 14, 2004.






---

Joint Book-Running Managers

|                    |  |                |  |                    
|------------------- |  | -------------- |  | -------------------
|Merrill Lynch & Co. |  | Morgan Stanley |  | RBC Capital Markets



---

|                   |  |           |  |                |  |              
|------------------ |  | --------- |  | -------------- |  | -------------
|CIBC World Markets |  | Citigroup |  | Scotia Capital |  | TD Securities
|HSBC               |  | JPMorgan 



---




The date of this prospectus is December 6,
2004.






---



##### 



TABLE OF CONTENTS




|                                                          |  |     
|--------------------------------------------------------- |  | ----
|                                                          |  | Page
|                                                          |  |     
|FORWARD-LOOKING STATEMENTS                                |  | 2   
|SUMMARY                                                   |  | 3   
|TELUS CORPORATION                                         |  | 13  
|BUSINESS OF THE CORPORATION                               |  | 13  
|RECENT DEVELOPMENTS                                       |  | 14  
|RISK FACTORS                                              |  | 15  
|CHANGES TO CONSOLIDATED CAPITALIZATION                    |  | 16  
|THE SELLING SHAREHOLDER                                   |  | 16  
|USE OF PROCEEDS                                           |  | 16  
|PLAN OF DISTRIBUTION                                      |  | 17  
|DESCRIPTION OF SHARE CAPITAL                              |  | 18  
|CERTAIN TAX CONSIDERATIONS FOR
    U.S. SHAREHOLDERS      |  | 21  
|DOCUMENTS INCORPORATED BY REFERENCE                       |  | 24  
|LEGAL MATTERS                                             |  | 25  
|AUDITORS, REGISTRAR AND TRANSFER AGENT                    |  | 25  
|DOCUMENTS FILED AS PART OF THE REGISTRATION
    STATEMENT |  | 25  






FORWARD-LOOKING STATEMENTS

This short form prospectus, together with the
documents incorporated herein by reference, contain statements
about expected future events and financial and operating results
of TELUS that are forward-looking. By their nature,
forward-looking statements require TELUS to make assumptions and
are subject to inherent risks and uncertainties. There is
significant risk that predictions and other forward-looking
statements will not prove to be accurate. A number of factors
could cause actual future results, conditions, actions or events
to differ materially from the targets, expectations, estimates
or intentions expressed in the forward-looking statements.
Factors that could cause actual results to differ materially
include but are not limited to: competition; economic
fluctuations; financing and debt requirements; tax matters;
dividends; share repurchase implementation; restructuring costs;
human resources (including the outcome of outstanding labour
relations issues); technology (including reliance on systems and
information technology); regulatory developments; process risks;
health and safety; strategic partners; litigation; business
continuity events and other risk factors discussed herein and
listed from time to time in TELUS reports, comprehensive
public disclosure documents, and in other filings with
securities regulatory authorities in Canada (filed on SEDAR at
www.sedar.com) and the United States (filed on EDGAR at
www.sec.gov). TELUS disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.

2



---



##### 






SUMMARY




The following summary is qualified in its
entirety by, and should be read in conjunction with, the more
detailed information contained elsewhere in this short form
prospectus and in the documents incorporated by reference
herein. Unless the context otherwise indicates, references in
this short form prospectus to TELUS or the
Corporation are references to TELUS Corporation, its
consolidated subsidiaries and predecessor companies. All dollar
amounts set forth in this short form prospectus are in Canadian
dollars, except where otherwise indicated. For information
purposes, the Bank of Canada noon Canada/ United States dollar
exchange rate as at December 31, 2002 was C$1.00
= U.S.$0.6331, as at December 31, 2003 was C$1.00 =
U.S.$0.7738, as at September 30, 2004 was C$1.00 =
U.S.$0.7912, as at November 30, 2004 was C$1.00
= U.S.$0.8401 and as at December 2, 2004 was
C$1.00 = U.S.$0.8404.




TELUS CORPORATION

Overview

TELUS is the largest telecommunications company
in western Canada and the second largest telecommunication
company in Canada, providing a full range of telecommunications
products and services. The Corporation earns the majority of its
revenue (voice local, voice contribution, voice long distance,
data and mobility network revenue) from access to, and usage of,
the Corporations telecommunication infrastructure. The
majority of the balance of the Corporations revenue (other
revenue and mobility equipment revenue) arises from providing
products that facilitate access to, and usage of, the
Corporations telecommunication infrastructure.

The consolidated total assets, revenues, EBITDA
(earnings before interest, taxes, depreciation and amortization,
calculated as operating revenues less operations expenses less
restructuring and work force reduction costs) and net income of
TELUS as at and for the nine months ended September 30,
2004 were $17.6 billion, $5.6 billion,
$2.3 billion and $430 million, respectively.

TELUS provides its communications services
through two business segments. The wireline business segment is
operated in TELUS Communications and the wireless business
segment is operated in TELUS Mobility.

TELUS Communications provides comprehensive local
and long distance wireline services, data services, Internet
access and information technology outsourcing principally in
British Columbia, Alberta, central Canada, and eastern
Québec.

TELUS Mobility is a major Canadian
facilities-based wireless service provider with approximately
3.75 million subscribers and with networks covering a
population of 29.7 million as at September 30, 2004.
The business of TELUS Mobility includes the provision of digital
Personal Communications Services (PCS), Enhanced
Specialized Mobile Radio (ESMR), wireless Internet,
cellular and paging services.

Business Strategy

The strategic imperatives for TELUS are:



| |   |                                                                                                                                       
| | - | --------------------------------------------------------------------------------------------------------------------------------------
| |  | building national capabilities across data, IP,
    voice and wireless;                                                               
|
| |  | providing integrated solutions that differentiate
    TELUS from its competitors;                                                     
|
| |  | partnering, acquiring and divesting to accelerate
    the implementation of its strategy and focus its resources on
    core business;
|
| |  | focusing relentlessly on the growth markets of
    data, Internet Protocol (IP) and wireless;                                       
|
| |  | going to market as one team, under a common
    brand, executing a single strategy; and                                               
|
| |  | investing in internal capabilities to build a
    high-performance culture and efficient operation.                                   

3



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##### 



Business Units

TELUS provides a full range of communications
services including voice and data communications, which are
carried over both wireline and wireless networks. For the year
ended December 31, 2003, TELUS two business segments,
TELUS Communications and TELUS Mobility, generated revenues and
EBITDA as set forth below:

|           |  |                                                       |       |                |  |                    |     |  |  |   |       |  |  |  |     |  |  |   |       |  |  |  |      | 
|---------- |  | ----------------------------------------------------- | ----- | -------------- |  | ------------------ | --- |  |  | - | ----- |  |  |  | --- |  |  | - | ----- |  |  |  | ---- | 
|           |  |                                                       |       |                |  |                    |     |  |  |  
|           |  | TELUS                                                 |       |                |  |                   
|           |  | Communications                                        |       | TELUS Mobility |  | Consolidated Total
|           |  |                                                       |       |                |  |                   
|           |  |                                                       |       |                |  |                    |     |  |  |  
|           |  |                                                      
|           |  | (millions of Canadian dollars unless noted otherwise)
|Revenue    |  | $                                                     | 4,786 |                |  |                    | 67% |  |  | $ | 2,360 |  |  |  | 33% |  |  | $ | 7,146 |  |  |  | 100% | 
|EBITDA (1) |  | $                                                     | 2,001 |                |  |                    | 71% |  |  | $ | 815   |  |  |  | 29% |  |  | $ | 2,816 |  |  |  | 100% | 






|    |                             
|--- | ----------------------------
|(1) | See footnote (1) on page 11.

TELUS Communications

TELUS Communications provides comprehensive local
and long distance wireline services, data services, Internet
access, and information technology outsourcing, principally in
British Columbia, Alberta, central Canada, and eastern
Québec.

The following table sets forth certain
statistical information with respect to the TELUS Communications
business segment:

|                                 |  |               |       |      |  |  |       | 
|-------------------------------- |  | ------------- | ----- | ---- |  |  | ----- | 
|                                 |  |              
|                                 |  | As at        
|                                 |  | September 30,
|                                 |  |              
|                                 |  | 2004          |       | 2003
|                                 |  |               |       |     
|                                 |  |              
|                                 |  | (000s)      
|Residential network access lines |  |               | 3,058 |      |  |  | 3,099 | 
|Business network access lines    |  |               | 1,759 |      |  |  | 1,784 | 
|                                 |  |               |       |      |  |  |       | 
|Total network access lines       |  |               | 4,817 |      |  |  | 4,883 | 
|High-speed Internet subscribers  |  |               | 655   |      |  |  | 516   | 
|Dial-up Internet subscribers     |  |               | 293   |      |  |  | 334   | 
|                                 |  |               |       |      |  |  |       | 
|Total Internet subscribers       |  |               | 948   |      |  |  | 850   | 

TELUS Communications is a full-service incumbent
local exchange carrier (ILEC) in western Canada and
eastern Québec offering local, long-distance, data,
Internet and other services to consumers and businesses. It is a
competitive local exchange carrier (CLEC) offering
services primarily in central Canada through its non-incumbent
or non-ILEC operations. On a combined basis, the services of
TELUS Communications accounted for revenue of
$3,560 million for the nine months ended September 30,
2004, representing approximately 63% of the total revenue of
TELUS for such nine month period.

Local wireline services allow customers to
complete calls in their local calling areas and to access long
distance networks, wireless networks and the Internet. Virtually
all homes and businesses in the TELUS Communications incumbent
service areas have access to some or all of its local services.
In addition to local calling, local services generally include
enhanced calling features, such as: call display, call waiting,
call forwarding and voice mail; Centrex for business customers;
public pay telephones; and competitive long distance carrier
access. Local access or exchange service is the largest
component of local wireline service, and is generally provided
on a monthly flat rate basis.

CLECs operating in Canada provide service to
their customers over facilities they have constructed or leased
from ILECs in a given region or by reselling the local services
of the ILECs (e.g. TELUS Communications). CLECs that use their
own facilities or facilities leased from TELUS Communications
are eligible to receive a subsidy when they provide service to
residential customers living in areas where TELUS
Communications, as an ILEC, receives a subsidy.

TELUS Communications is competing outside its
incumbent territories as a non-dominant carrier and has obtained
approval to operate as a CLEC in certain targeted markets in
central Canada where it concentrates on providing business
wireline services.

4



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##### 



TELUS Communications provides both
traditional data services and enhanced
data services. Traditional data services include circuit
switched, packet switched and dedicated private lines. Enhanced
data services provide greater functionality to the customer,
allowing a customer to compress their telecommunications
applications onto a single infrastructure. The major enhanced
data services offered by TELUS Communications are Internet
access, private Intranets, wide area network outsourcing and
electronic commerce. Customers may choose from a wide range of
data services to suit the complexity of their requirements,
including required speed and volume.

TELUS Communications is the second largest
Internet service provider in Alberta and British Columbia and is
the third largest wireline Internet service provider in Canada.
As at September 30, 2004, TELUS had 947,600 Internet
subscribers, including 654,900 asymmetrical digital subscriber
line (ADSL) high-speed subscribers. TELUS
Communications has seen an increase in the use of data services
such as business Intranets by business customers and in the use
of personal computer and Internet access by residential
customers. TELUS also offers a range of broadcast,
teleconferencing and advanced intelligent network
services  services that can be customized to meet the
specific needs of individual customers through software changes
to network switches. These services include special number
services such as toll free 1-800 and 1-900 and enhanced call
routing.

TELUS Communications provides businesses with IT
services such as IT outsourcing, application development and
sustainment and national IT consulting. As a leader in Web
hosting services, TELUS Communications also offers managed
hosting, co-location including shared Web and e-mail hosting
services, media streaming, data storage and security services.
In addition, TELUS Communications offers managed applications
services and software such as online backup Web conferencing,
expense management, customer relationship management and sales
force automation. These services are available across Canada and
can be enhanced by connection with TELUS Communications
infrastructure through points of presence throughout Alberta and
British Columbia, Winnipeg, Regina, Saskatoon, and 38 cities in
Ontario and Québec.

TELUS Communications network includes the
Alberta and British Columbia portion of the transcontinental
high density fibre optic transmission system used by the various
ILECs across Canada. As part of TELUS national strategy,
TELUS Communications has also built its own national inter-city
fibre optic backbone network that interconnects the network in
Alberta and British Columbia with major centres in Ontario and
Québec. This fibre optic network commenced operations in
2001, and is supplemented by new local fibre optic networks in
30 CLEC metropolitan areas. TELUS Communications network
also interconnects with the networks of Verizon and other
carriers in the U.S. for the exchange of U.S. and
international traffic.

TELUS Communications started migrating toll voice
traffic onto its Next Generation Network (NGN) in
July 2003, beginning the transformation of the TELUS network to
a single IP network designed to carry high quality voice, data
and video applications. The NGN provides TELUS with a
competitive advantage in the business marketplace by becoming
the first major incumbent telecommunications provider to provide
this service. For business customers, TELUS provides a full
suite of IP-based advanced application services and the ability
to integrate voicemail, e-mail, data and video through a
user-friendly online web portal.

TELUS Mobility

TELUS Mobility is a major Canadian
facilities-based wireless service provider and offers a number
of wireless services nationally as well as various services on a
regional basis. TELUS Mobility is licensed to operate a national
digital Personal Communication Services (PCS)
network and analogue/ digital cellular facilities in Alberta,
British Columbia, and eastern Québec. Its national PCS
wireless network utilizes 1X, code division multiple access
(CDMA) digital technology. TELUS Mobility also
operates Canadas only national Enhanced Specialized Mobile
Radio (ESMR) network.

5



---



##### 



The following table sets forth certain
statistical information with respect to the TELUS Mobility
business segment:

|                                     |  |                    |       |      |  |   |       |  
|------------------------------------ |  | ------------------ | ----- | ---- |  | - | ----- | -
|                                     |  |                   
|                                     |  | As at             
|                                     |  | and for the       
|                                     |  | three months ended
|                                     |  | September 30,     
|                                     |  |                   
|                                     |  | 2004               |       | 2003
|                                     |  |                    |       |     
|                                     |  |                   
|                                     |  | (000s)           
|Subscribers  postpaid               |  |                    | 3,096 |      |  |   | 2,691 |  
|Subscribers  prepaid                |  |                    | 654   |      |  |   | 574   |  
|                                     |  |                    |       |      |  |   |       |  
|Subscribers  total                  |  |                    | 3,750 |      |  |   | 3,265 |  
|                                     |  |                    |       |      |  |   |       |  
|Subscribers net additions  postpaid |  |                    | 115   |      |  |   | 76    |  
|Subscribers net additions  prepaid  |  |                    | 21    |      |  |   | 24    |  
|                                     |  |                    |       |      |  |   |       |  
|Subscribers net additions  total    |  |                    | 136   |      |  |   | 101   |  
|Churn per month (%)                  |  |                    | 1.34  | %    |  |   | 1.38  | %
|ARPU ($)                             |  |                    | $62   |      |  | $ | 60    |  

TELUS Mobility offers wireless voice and data
services to consumers and businesses nationally on both the ESMR
and the PCS/cellular networks, and competes principally with two
other major carriers in Canada. TELUS Mobility is also a leading
wireless communications service provider in Canada in terms of
average monthly revenue per subscriber unit (ARPU),
churn, and operating cash flow growth based on publicly
available information. For the nine months ended
September 30, 2004, TELUS Mobility accounted for revenue of
$2,056 million, representing approximately 37% of the total
revenue of TELUS for such nine month period.

In 2001, TELUS Mobility entered into certain
roaming/ resale agreements, which extended and enhanced then
existing roaming and resale arrangements by, among other things,
reducing the wholesale pricing for such services, to encourage
the use of existing CDMA networks. The implementation of these
agreements in 2002 expanded TELUS Mobilitys addressable
PCS market by close to 7 million people, while allowing
TELUS Mobility to avoid estimated capital expenditures of
approximately $800 million over the 10-year term of the
agreements. In 2002, these roaming and resale agreements were
amended to include 1X network services. As of September 30,
2004, TELUS Mobilitys national digital networks covered
approximately 22.4 million Canadians and, including roaming
and resale agreements, 29.7 million Canadians.

TELUS Mobility owns and operates a national
digital PCS network, and analogue and digital cellular networks
in Alberta, British Columbia, and eastern Québec, with 40
to 45 MHz of spectrum throughout all major population
regions of Canada. TELUS Mobility has commenced building
significant microwave facilities in order to reduce future
costs. TELUS Mobility has combined these networks under one
national brand. Substantially all of TELUS Mobilitys
digital subscribers are provided extended coverage in Canada,
the U.S. and various other countries through analogue and
digital roaming arrangements with other carriers by means of
dual-mode or tri-mode, dual-band handsets.

TELUS Mobility also owns and operates an ESMR
digital wireless business communications service under the
MikeTM trademark using the integrated digital
enhanced network technology. The Mike network covers the larger
population centers and surrounding areas in Alberta, British
Columbia, Manitoba, Ontario and Québec (including
Montréal and Toronto), and many non-urban areas in Ontario,
Québec and western Canada. The Mike network utilizes
frequencies in the 800 MHz range which have propagation
advantages over higher frequencies such as those used in digital
1900 MHz PCS networks, resulting in more cost effective
geographic coverage. While the amount of 800 MHz spectrum
licensed to TELUS Mobility varies by region, TELUS Mobility has
in excess of 10 MHz of spectrum available for its Mike
network in Montréal, Toronto and Vancouver, Canadas
three most populous metropolitan areas. The Mike service is
marketed primarily through independent and corporate-owned
dealers to businesses and other organizations as a digital
PCS-like service with the added unique benefit of Mikes
Direct ConnectTM functionality, which provides
low-cost instant connectivity for work groups. TELUS Mobility
also operates analogue specialized mobile radio systems in most
major urban centres in Canada. TELUS Mobility operates paging
networks in Alberta, British Columbia, and eastern Québec.

6



---



##### 



Recent Developments

Background to the Offering

The Selling Shareholder is prohibited from
selling its shares in TELUS without the approval of a majority
of the Independent Directors of TELUS (the Independent
Directors) by virtue of the terms of a Long-Term
Relationship Agreement (the LTR Agreement) dated
January 1, 1999 made among TELUS, the Selling Shareholder
(as successor to Anglo-Canadian Telephone Company) and GTE
Corporation, another subsidiary of Verizon, if, as a result of
such sale, the Selling Shareholder will own directly or
indirectly less than 19.9% of the outstanding shares in TELUS
(the Share Sale Prohibition Right). At a meeting of
the TELUS Board of Directors held on May 31, 2004, the
Selling Shareholder (and Verizon) requested approval from the
Independent Directors to sell the Offered Shares. Verizon
indicated that it desires to divest the TELUS investment as part
of its ongoing strategy of divesting selected international
investments while it focuses on core business growth
opportunities such as broadband and wireless.

Between June and November 2004, TELUS and Verizon
held preliminary discussions to explore the terms upon which
such a sale could occur and the optimal business relationship
between the parties following any such sale. On October 26,
2004, the Independent Directors considered and outlined the
parameters upon which they would approve any such sale and
directed TELUS Management to complete negotiations with Verizon
within such parameters. The parties reached agreement on
November 30, 2004 and the Board of Directors of Verizon
also approved such agreement on November 30, 2004 and, by
consent resolutions dated as of November 29, 2004, the
Independent Directors and the Board of Directors of TELUS
approved the cancellation of the Share Sale Prohibition Right.

As at November 30, 2004, the Corporation
agreed to cancel and extinguish the Share Sale Prohibition Right
so that the sale of the Offered Shares may proceed as
contemplated in this short form prospectus, on the terms set
forth in a Framework Agreement between TELUS and Verizon dated
November 30, 2004, the key terms of which are summarized
below:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the sale must be for all of the Offered Shares
    and must be completed by December 31, 2004, failing which
    the Share Sale Prohibition Right will remain in existence and
    effect and Verizon will reimburse to TELUS all expenses incurred
    by TELUS in connection with the share sale process;                                                                                                                                                                                                                                                                               
|
| |  | Verizon will pay to TELUS the sum of
    U.S.$125 million upon the announcement of the Offering,
    which is non-refundable other than in limited circumstances
    involving a default by TELUS;                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | the LTR Agreement will end concurrently with the
    Closing; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | Verizon and TELUS will continue their business
    relationship, with certain adjustments to reflect changes in
    their business requirements since the alliance was first
    established in 1999. These adjustments will be reflected in an
    amendment to the Amended and Restated Software and Related
    Technology and Services Agreement dated January 1, 2001, as
    amended, among TELUS, Verizon and GTE Corporation (the
    SRT), and in the amendment or termination of certain
    collateral business agreements. The key amendments to the SRT
    are as follows:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | TELUS will continue to have the exclusive rights
    in Canada to the Verizon trademarks, and software and technology
    acquired prior to Closing, for the provision of
    Telecommunications Services in Canada (as defined in the SRT),
    but not to any other Verizon trademarks or software and
    technology or certain purchasing rights, with a corresponding
    reduction in aggregate fees payable for the years 2005 to 2008
    from U.S.$82 million to U.S.$4;
|
|
| |  | Verizon is required to continue to provide
    upgrades and support on the software and technology licensed to
    TELUS;                                                                                                                                                                                                                                                                                                                                                        
|
| |  | TELUS and Verizon remain committed to using each
    others cross-border services where capabilities and
    customer requirements permit;                                                                                                                                                                                                                                                                                                                                      
|
| |  | TELUS is released from its obligation not to
    compete against Verizon in the United States; and                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | the term of the SRT, which is presently renewable
    annually at TELUS sole option and has been renewed for the
    2005 calendar year, will be extended to December 31, 2008.                                                                                                                                                                                                                                                                                                 

7



---



##### 



On November 29, 2004, TELUS Mobility and
Verizon Wireless expanded their current roaming arrangements
under a consolidated long-term roaming agreement to improve each
others ability to provide more consistent and
comprehensive roaming services to each others customers.

Operational Efficiency Program

In 2003 and 2004, TELUS undertook a variety of
operational efficiency activities and achieved its goal of
interim improvement of the profitability of TELUS
Communications, through the reduction of positions, closure and
consolidation of customer contact centres in its ILEC region,
rationalization of information technology resources and in the
merging of two customer-facing business units. In 2005 and
subsequent years, TELUS Communications will continue to
undertake initiatives aimed at improving operating and capital
productivity. Activities underway and initiatives being explored
could result in the Corporation incurring expenditures in the
range of $50 million in 2004 and $100 million in 2005.

Normal Course Issuer Bid




In accordance with its announcement made on
October 29, 2004, TELUS has filed a notice of intention to
commence a normal course issuer bid to purchase up to
25.5 million of its issued and outstanding shares
(14 million Common Shares and 11.5 million Non-Voting
Shares) over a one year period. TELUS will commence purchases
under this normal course issuer bid upon receipt of all required
regulatory approvals.




8



---



##### 



THE OFFERING



|                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Offering:                             |  | 48,551,972 Common Shares and 24,942,368
    Non-Voting Shares to be sold by Verizon Canada.                                                                                                                                                                                                                                                                                                                                                                                            
|                                     
|Use of Proceeds:                      |  | The Corporation will not receive any proceeds of
    the Offering.                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                     
|                                     
|Ownership by Verizon Communications:  |  | Verizon Canada beneficially owns 48,551,972 of
    the Common Shares and 24,942,368 of the Non-Voting Shares,
    representing approximately 25.1% and 15.1% of the outstanding
    Common Shares and Non-Voting Shares, respectively, at
    November 25, 2004 (20.5% on a combined basis). Verizon
    Canada is selling all of such Common Shares and Non-Voting
    Shares in this Offering.                                                                                       
|                                     
|                                     
|Stock Symbols:                        |  | The Common Shares are listed for trading on the
    Toronto Stock Exchange under the symbol T and the
    Non-Voting Shares are listed for trading on the Toronto Stock
    Exchange and New York Stock Exchange under the symbols
    T.NV and TU, respectively.                                                                                                                                                                                                                
|                                     
|Dividend Policy:                      |  | TELUS has declared a quarterly dividend of
    $0.20 per Common Share and Non-Voting Share payable on
    January 1, 2005 to shareholders of record on
    December 10, 2004. Purchasers of Offered Shares in this
    Offering will not be eligible to receive the January 2005
    dividend. The January 2005 dividend represents an increase from
    the $0.15 per share dividend declared in the prior quarter.                                                                   
|                                     
|Restrictions on Ownership and Voting: |  | As required by the Telecommunications Act
    (Canada), the Corporations articles contain restrictions
    on the number of Common Shares that any shareholder may own, and
    provide the Corporation and its directors with powers to enforce
    these restrictions, including the ability to suspend voting
    rights. Purchasers should refer to the section of this short
    form prospectus entitled Description of Share Capital
     Ownership and Voting Restrictions.

9



---



##### 



SUMMARY FINANCIAL INFORMATION

The following table sets forth selected
consolidated financial and operating information as at and for
the nine months ended September 30, 2004 and 2003 and as at
and for the years ended December 31, 2003 and 2002.

The selected consolidated financial information
has been derived from the Corporations unaudited interim
consolidated financial statements and its audited annual
consolidated financial statements for the periods indicated.
Deloitte & Touche LLP, Chartered Accountants, audited the
consolidated financial statements as at and for the years ended
December 31, 2003 and 2002, and their report dated
February 2, 2004 except as to Note 16(c), which is as
of February 12, 2004, is incorporated by reference in this
short form prospectus.

TELUS consolidated financial statements are
presented in Canadian dollars and are prepared in accordance
with Canadian generally accepted accounting principles
(Canadian GAAP), which differs from U.S. generally
accepted accounting principles (U.S. GAAP).
Therefore, TELUS consolidated financial statements
incorporated by reference in this short form prospectus may not
be comparable to financial statements prepared in accordance
with U.S. GAAP. For a discussion of the principal
differences between TELUS financial results as calculated
under Canadian GAAP and under U.S. GAAP, investors should
refer to Note 22 of TELUS audited annual consolidated
financial statements as at and for the years ended
December 31, 2003 and 2002, Note 20 of TELUS
consolidated financial statements as at and for the nine months
ended September 30, 2004 and 2003 and Supplemental United
States GAAP Disclosures for the three-month and nine-month
periods ended September 30, 2004 and 2003 (unaudited), and
the years ended December 31, 2003 and 2002, which are
incorporated by reference in this short form prospectus.

Investors should read this information in
conjunction with TELUS audited consolidated financial
statements as at and for the years ended December 31, 2003
and 2002, managements discussion and analysis for the year
ended December 31, 2003, TELUS unaudited consolidated
financial statements as at September 30, 2004 and for the
nine months ended September 30, 2004 and 2003 and
managements discussion and analysis for the nine months
ended September 30, 2004, all of which are incorporated by
reference in this short form prospectus.

10



---



##### 



|                                                                                 |                                                             |                                                       |         |                         |         |      |         |          |         |  |          |          |         |  |          |          |         |  
|-------------------------------------------------------------------------------- | ----------------------------------------------------------- | ----------------------------------------------------- | ------- | ----------------------- | ------- | ---- | ------- | -------- | ------- |  | -------- | -------- | ------- |  | -------- | -------- | ------- | -
|                                                                                 |                                                             |                                                       |         |                         |         |     
|                                                                                 |                                                             | Nine Months Ended                                     |         |                        
|                                                                                 |                                                             | September 30,                                         |         | Year Ended December 31,
|                                                                                 |                                                             |                                                       |         |                        
|                                                                                 |                                                             | 2004                                                  |         | 2003                    |         | 2003 |         | 2002    
|                                                                                 |                                                             |                                                       |         |                         |         |      |         |         
|                                                                                 |                                                             |                                                      
|                                                                                 |                                                             | (millions of Canadian dollars unless noted otherwise)
|Income Statement Data:                                                           |                                                             |                                                       |         |                         |         |      |         |          |         |  |          |          |         |  |          |         
|Amounts under Canadian GAAP                                                      |                                                             |                                                       |         |                         |         |      |         |          |         |  |          |          |         |  |          |         
|                                                                                 | Operating Revenue                                           |                                                       | $       | 5,616.3                 |         |      | $       | 5,320.4  |         |  | $        | 7,146.0  |         |  | $        | 7,006.7  |        
|                                                                                 | Operating Expenses                                          |                                                       |         |                         |         |      |         |          |         |  |          |          |         |  |          |          |        
|                                                                                 |                                                             | Operations                                            |         |                         | 3,259.5 |      |         |          | 3,175.3 |  |          |          | 4,301.9 |  |          |          | 4,488.1 |  
|                                                                                 |                                                             | Restructuring and workforce reduction costs           |         |                         | 32.8    |      |         |          | 12.1    |  |          |          | 28.3    |  |          |          | 569.9   |  
|                                                                                 |                                                             | Depreciation                                          |         |                         | 969.5   |      |         |          | 949.5   |  |          |          | 1,272.9 |  |          |          | 1,213.7 |  
|                                                                                 |                                                             | Amortization of intangible assets                     |         |                         | 256.1   |      |         |          | 278.9   |  |          |          | 379.9   |  |          |          | 356.6   |  
|                                                                                 |                                                             |                                                       |         |                         |         |      |         |          |         |  |          |          |         |  |          |         
|                                                                                 | Operating Income                                            |                                                       |         | 1,098.4                 |         |      |         | 904.6    |         |  |          | 1,163.0  |         |  |          | 378.4    |        
|                                                                                 |                                                             |                                                       |         |                         |         |      |         |          |         |  |          |          |         |  |          |         
|                                                                                 | Income (Loss) Before Taxes and Non-Controlling
    Interest |                                                       |         | 637.9                   |         |      |         | 409.2    |         |  |          | 500.4    |         |  |          | (279.6   | )      
|                                                                                 | Net Income (Loss)                                           |                                                       |         | 430.2                   |         |      |         | 276.6    |         |  |          | 324.4    |         |  |          | (235.8   | )      
|                                                                                 | Income (Loss) per Common Share and Non-Voting
    Share     |                                                       |         |                         |         |      |         |          |         |  |          |          |         |  |          |          |        
|                                                                                 |                                                             | Basic                                                 |         | $                       | 1.20    |      |         | $        | 0.79    |  |          | $        | 0.92    |  |          | $        | (0.75   | )
|                                                                                 |                                                             | Diluted                                               |         | $                       | 1.19    |      |         | $        | 0.78    |  |          | $        | 0.91    |  |          | $        | (0.75   | )
|Amounts under U.S. GAAP                                                          |                                                             |                                                       |         |                         |         |      |         |          |         |  |          |          |         |  |          |         
|                                                                                 | Net Income (Loss)                                           |                                                       |         | 401.6                   |         |      |         | 285.8    |         |  |          | 329.0    |         |  |          | (1,925.9 | )      
|Statement of Cash Flow Data:                                                     |                                                             |                                                       |         |                         |         |      |         |          |         |  |          |          |         |  |          |         
|Cash flow provided by operating activities before
    changes in working capital |                                                             |                                                       | 1,816.6 |                         |         |      | 1,638.5 |          |         |  | 2,120.7  |          |         |  | 1,461.8  |         
|Cash flow provided by operating activities                                       |                                                             |                                                       | 1,924.3 |                         |         |      | 1,724.0 |          |         |  | 2,144.0  |          |         |  | 1,741.0  |         
|Capital expenditures                                                             |                                                             |                                                       | (975.6  | )                       |         |      | (817.3  | )        |         |  | (1,252.7 | )        |         |  | (1,697.9 | )       
|Balance Sheet Data:                                                              |                                                             |                                                       |         |                         |         |      |         |          |         |  |          |          |         |  |          |         
|Amounts under Canadian GAAP                                                      |                                                             |                                                       |         |                         |         |      |         |          |         |  |          |          |         |  |          |         
|                                                                                 | Cash and cash equivalents                                   |                                                       |         | 622.2                   |         |      |         | 102.3    |         |  |          | 6.2      |         |  |          |         |        
|                                                                                 | Total assets                                                |                                                       |         | 17,643.3                |         |      |         | 17,459.9 |         |  |          | 17,477.5 |         |  |          | 18,219.8 |        
|                                                                                 | Long-term debt (including current portion)                  |                                                       |         | 6,518.0                 |         |      |         | 7,061.3  |         |  |          | 6,830.9  |         |  |          | 8,527.4  |        
|                                                                                 | Shareholders equity                                        |                                                       |         | 6,828.5                 |         |      |         | 6,493.7  |         |  |          | 6,521.2  |         |  |          | 6,292.9  |        
|Amounts under U.S. GAAP                                                          |                                                             |                                                       |         |                         |         |      |         |          |         |  |          |          |         |  |          |         
|                                                                                 | Total assets                                                |                                                       |         | 19,850.0                |         |      |         | 19,765.8 |         |  |          | 19,764.4 |         |  |          | 20,648.7 |        
|                                                                                 | Long-term debt (including current portion)                  |                                                       |         | 6,527.2                 |         |      |         | 7,081.9  |         |  |          | 6,849.5  |         |  |          | 8,555.2  |        
|                                                                                 | Shareholders equity                                        |                                                       |         | 8,197.4                 |         |      |         | 7,995.3  |         |  |          | 7,964.7  |         |  |          | 7,936.8  |        
|Other Financial Data:                                                            |                                                             |                                                       |         |                         |         |      |         |          |         |  |          |          |         |  |          |         
|EBITDA (1)                                                                       |                                                             |                                                       | 2,324.0 |                         |         |      | 2,133.0 |          |         |  | 2,815.8  |          |         |  | 1,948.7  |         






|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | EBITDA is calculated as operating revenues less
    operations expense less restructuring and workforce reduction
    costs. The Corporation reports EBITDA because it is a key
    measure used by management to evaluate performance of business
    units and it is utilized in measuring compliance with debt
    covenants. The Corporation also believes EBITDA is a measure
    commonly reported and widely used by investors as an indicator
    of a companys operating performance and ability to incur
    and service debt. The Corporation believes EBITDA assists
    investors in comparing a companys performance on a
    consistent basis without regard to depreciation and
    amortization, which are non-cash in nature and can vary
    significantly depending upon accounting methods or non-operating
    factors such as historical cost, and without regard to
    restructuring and workforce reduction costs, which can be
    transitional in nature. EBITDA is not a calculation based on
    Canadian GAAP or U.S. GAAP and should not be considered an
    alternative to Operating income or Net income in measuring the
    Corporations performance or used as an exclusive measure
    of cash flow because it does not consider the impact of working
    capital growth, capital expenditures, debt principal reductions
    and other sources and uses of cash, which are disclosed in the
    consolidated statements of cash flows. Investors should
    carefully consider the specific items included in TELUS
    computation of EBITDA. While EBITDA has been disclosed herein to
    permit a more complete comparative analysis of the
    Corporations operating performance and debt servicing
    ability relative to other companies, investors should be
    cautioned that EBITDA as reported by TELUS may not be comparable
    in all instances to EBITDA as reported by others.

11



---



##### 





| |                                                                             
| | ----------------------------------------------------------------------------
| | The following table provides a reconciliation of
    EBITDA from net income:

|             |                                   |                                |         |              |  |      |         |       |  |   |         |         |  |   |         |         |  
|------------ | --------------------------------- | ------------------------------ | ------- | ------------ |  | ---- | ------- | ----- |  | - | ------- | ------- |  | - | ------- | ------- | -
|             |                                   |                                |         |             
|             |                                   | Nine Months Ended              |         | Year Ended  
|             |                                   | September 30,                  |         | December 31,
|             |                                   |                                |         |             
|             |                                   | 2004                           |         | 2003         |  | 2003 |         | 2002 
|             |                                   |                                |         |              |  |      |         |      
|             |                                   |                               
|             |                                   | (millions of Canadian dollars)
|Net income   |                                   | $                              | 430.2   |              |  | $    | 276.6   |       |  | $ | 324.4   |         |  | $ | (235.8  | )      
|Add (deduct) |                                   |                                |         |              |  |      |         |       |  |   |         |         |  |   |         |        
|             | Depreciation                      |                                |         | 969.5        |  |      |         | 949.5 |  |   |         | 1,272.9 |  |   |         | 1,213.7 |  
|             | Amortization of intangible assets |                                |         | 256.1        |  |      |         | 278.9 |  |   |         | 379.9   |  |   |         | 356.6   |  
|             | Other (income) expense            |                                |         |             |  |      |         | 19.8  |  |   |         | 23.3    |  |   |         | 42.7    |  
|             | Financing costs                   |                                |         | 460.5        |  |      |         | 475.6 |  |   |         | 639.3   |  |   |         | 615.3   |  
|             | Income taxes (recovery)           |                                |         | 204.7        |  |      |         | 129.9 |  |   |         | 172.7   |  |   |         | (46.9   | )
|             | Non-controlling interest          |                                |         | 3.0          |  |      |         | 2.7   |  |   |         | 3.3     |  |   |         | 3.1     |  
|             |                                   |                                |         |              |  |      |         |       |  |   |         |         |  |   |         |        
|EBITDA       |                                   | $                              | 2,324.0 |              |  | $    | 2,133.0 |       |  | $ | 2,815.8 |         |  | $ | 1,948.7 |        
|             |                                   |                                |         |              |  |      |         |       |  |   |         |         |  |   |         |        

Segmented Financial Information

|                             |                      |                                |         |              |  |      |         |         |  |   |         |         |  |   |         |         | 
|---------------------------- | -------------------- | ------------------------------ | ------- | ------------ |  | ---- | ------- | ------- |  | - | ------- | ------- |  | - | ------- | ------- | 
|                             |                      |                                |         |             
|                             |                      | Nine Months Ended              |         | Year Ended  
|                             |                      | September 30,                  |         | December 31,
|                             |                      |                                |         |             
|                             |                      | 2004                           |         | 2003         |  | 2003 |         | 2002   
|                             |                      |                                |         |              |  |      |         |        
|                             |                      |                               
|                             |                      | (millions of Canadian dollars)
|Income Statement Data:       |                      |                                |         |              |  |      |         |         |  |   |         |         |  |   |         |        
|Operating Revenue            |                      |                                |         |              |  |      |         |         |  |   |         |         |  |   |         |        
|                             | TELUS Communications |                                | $       | 3,560.0      |  |      | $       | 3,604.0 |  |   | $       | 4,786.4 |  |   | $       | 4,989.3 | 
|                             | TELUS Mobility       |                                |         | 2,056.3      |  |      |         | 1,716.4 |  |   |         | 2,359.6 |  |   |         | 2,017.4 | 
|                             |                      |                                |         |              |  |      |         |         |  |   |         |         |  |   |         |        
|Total Operating Revenue      |                      | $                              | 5,616.3 |              |  | $    | 5,320.4 |         |  | $ | 7,146.0 |         |  | $ | 7,006.7 |        
|                             |                      |                                |         |              |  |      |         |         |  |   |         |         |  |   |         |        
|EBITDA (1)                   |                      |                                |         |              |  |      |         |         |  |   |         |         |  |   |         |        
|                             | TELUS Communications |                                | $       | 1,466.5      |  |      | $       | 1,507.6 |  |   | $       | 2,000.4 |  |   | $       | 1,420.4 | 
|                             | TELUS Mobility       |                                |         | 857.5        |  |      |         | 625.4   |  |   |         | 815.4   |  |   |         | 528.3   | 
|                             |                      |                                |         |              |  |      |         |         |  |   |         |         |  |   |         |        
|Total EBITDA (1)             |                      | $                              | 2,324.0 |              |  | $    | 2,133.0 |         |  | $ | 2,815.8 |         |  | $ | 1,948.7 |        
|                             |                      |                                |         |              |  |      |         |         |  |   |         |         |  |   |         |        
|Statement of Cash Flow Data: |                      |                                |         |              |  |      |         |         |  |   |         |         |  |   |         |        
|Capital Expenditures         |                      |                                |         |              |  |      |         |         |  |   |         |         |  |   |         |        
|                             | TELUS Communications |                                | $       | 743.5        |  |      | $       | 589.8   |  |   | $       | 892.8   |  |   | $       | 1,238.2 | 
|                             | TELUS Mobility       |                                |         | 232.1        |  |      |         | 227.5   |  |   |         | 359.9   |  |   |         | 459.7   | 
|                             |                      |                                |         |              |  |      |         |         |  |   |         |         |  |   |         |        
|Total Capital Expenditures   |                      | $                              | 975.6   |              |  | $    | 817.3   |         |  | $ | 1,252.7 |         |  | $ | 1,697.9 |        
|                             |                      |                                |         |              |  |      |         |         |  |   |         |         |  |   |         |        






|    |                                                               
|--- | --------------------------------------------------------------
|(1) | See footnote (1) on page 11 of this
    short form prospectus.

12



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TELUS CORPORATION

TELUS was incorporated under the Company
Act (British Columbia) on October 26, 1998 under the
name BCT.TELUS Communications Inc. (BCT) and is
recognized under the successor to the Company Act, the
Business Corporations Act (British Columbia). On
January 31, 1999, pursuant to a court-approved plan of
arrangement under the Canada Business Corporations Act
among BCT, BC TELECOM Inc. (BC TELECOM)
and TELUS Corporation (TC), BCT acquired all of the
shares of each of BC TELECOM and TC in exchange for common
shares and non-voting shares of BCT and BC TELECOM was
dissolved. On May 3, 2000, BCT changed its name to TELUS
Corporation. TELUS maintains its registered office at
21st Floor, 3777 Kingsway, Burnaby, British Columbia,
V5H 3Z7 and its executive office at Floor 8,
555 Robson Street, Vancouver, British Columbia,
V6B 3K9.

The only material subsidiaries of TELUS are TELUS
Communications Inc. (TCI) and TELE-MOBILE COMPANY
(TELUS Mobility), each owning assets which
constitute more than 10 per cent of the consolidated
assets of TELUS as at December 31, 2003 and each generating
sales and operating revenues which exceed 10 per cent
of the consolidated sales and operating revenues of TELUS for
the year ended December 31, 2003. TELUS owns
100 per cent of the voting shares in TCI directly, and
100 per cent of the partnership interests in TELUS
Mobility indirectly.

The following organization chart sets forth these
TELUS subsidiaries and partnerships, as well as their respective
jurisdictions of incorporation or establishment and TELUS
ownership:

LOGO



BUSINESS OF THE CORPORATION

TELUS is the largest telecommunications company
in western Canada and the second largest telecommunications
company in Canada. TELUS is a leading Canadian
telecommunications provider whose subsidiaries provide a full
range of communication products and services. TELUS provides its
communications services through two business segments: TELUS
Communications and TELUS Mobility.

TELUS Communications is a full-service incumbent
local exchange carrier in western Canada and eastern Québec
offering local, long-distance, data, Internet and other services
to consumers and businesses. TELUS Communications provides
comprehensive local and long distance wireline services, data,
IP, and managed services, and telecommunications equipment sales
nationally.

13



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TELUS Mobility is a national facilities-based
wireless provider with approximately 3.75 million
subscribers. The business of TELUS Mobility includes the
provision of digital Personal Communications Services, Enhanced
Specialized Mobile Radio services, wireless Internet and
analogue cellular services. TELUS Mobility receives essential
support for employee services, engineering, finance, information
systems, legal, sales and marketing, operations, and regulatory
from departments within TELUS Mobility.

The consolidated total assets, revenues, EBITDA
and net income of TELUS as at and for the nine months ended
September 30, 2004 were $17.6 billion,
$5.6 billion, $2.3 billion and $430 million,
respectively.



RECENT DEVELOPMENTS

Background to the Offering

The Selling Shareholder is prohibited from
selling its shares in TELUS without the approval of a majority
of the Independent Directors of TELUS (the Independent
Directors) by virtue of the terms of a Long-Term
Relationship Agreement (the LTR Agreement) dated
January 1, 1999 made among TELUS, the Selling Shareholder
(as successor to Anglo-Canadian Telephone Company) and GTE
Corporation, another subsidiary of Verizon if, as a result of
such sale, the Selling Shareholder will own directly or
indirectly less than 19.9% of the outstanding shares in TELUS
(the Share Sale Prohibition Right). At a meeting of
the TELUS Board of Directors held on May 31, 2004, the
Selling Shareholder (and Verizon) requested approval from the
Independent Directors to sell the Offered Shares. Verizon
indicated that it desires to divest the TELUS investment as part
of its ongoing strategy of divesting selected international
investments while it focuses on core business growth
opportunities such as broadband and wireless.

Between June and November 2004, TELUS and Verizon
held preliminary discussions to explore the terms upon which
such a sale could occur and the optimal business relationship
between the parties following any such sale. On October 26,
2004, the Independent Directors considered and outlined the
parameters upon which they would approve any such sale and
directed TELUS Management to complete negotiations with Verizon
within such parameters. The parties reached agreement on
November 30, 2004 and the Board of Directors of Verizon
also approved such agreement on November 30, 2004 and, by
consent resolutions dated as of November 29, 2004, the
Independent Directors and the Board of Directors of TELUS
approved the cancellation of the Share Sale Prohibition Right.

As at November 30, 2004, the Corporation
agreed to cancel and extinguish the Share Sale Prohibition Right
so that the sale of the Offered Shares may proceed as
contemplated in this short form prospectus, on the terms set
forth in a Framework Agreement between TELUS and Verizon dated
November 30, 2004, the key terms of which are summarized
below:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the sale must be for all of the Offered Shares
    and must be completed by December 31, 2004, failing which
    the Share Sale Prohibition Right will remain in existence and
    effect and Verizon will reimburse to TELUS all expenses incurred
    by TELUS in connection with the share sale process;                                                                                                                                                                                                                                                                               
|
| |  | Verizon will pay to TELUS the sum of
    U.S.$125 million upon the announcement of the Offering,
    which is non-refundable other than in limited circumstances
    involving a default by TELUS;                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | the LTR Agreement will end concurrently with the
    Closing; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | Verizon and TELUS will continue their business
    relationship, with certain adjustments to reflect changes in
    their business requirements since the alliance was first
    established in 1999. These adjustments will be reflected in an
    amendment to the Amended and Restated Software and Related
    Technology and Services Agreement dated January 1, 2001, as
    amended, among TELUS, Verizon and GTE Corporation (the
    SRT), and in the amendment or termination of certain
    collateral business agreements. The key amendments to the SRT
    are as follows:






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | TELUS will continue to have the exclusive rights
    in Canada to the Verizon trademarks, and software and technology
    acquired prior to Closing, for the provision of
    Telecommunications Services in Canada (as defined in the SRT),
    but not to any other Verizon trademarks or software and
    technology or certain purchasing rights, with a corresponding
    reduction in aggregate fees payable for the years 2005 to 2008
    from U.S.$82 million to U.S.$4;




14



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| |   |                                                                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Verizon is required to continue to provide
    upgrades and support on the software and technology licensed to
    TELUS;                                                       
|
| |  | TELUS and Verizon remain committed to using each
    others cross-border services where capabilities and
    customer requirements permit;                                     
|
| |  | TELUS is released from its obligation not to
    compete against Verizon in the United States; and                                                                              
|
| |  | the term of the SRT, which is presently renewable
    annually at TELUS sole option and has been renewed for the
    2005 calendar year, will be extended to December 31, 2008.

On November 29, 2004, TELUS Mobility and
Verizon Wireless expanded their current roaming arrangements
under a consolidated long-term roaming agreement to improve each
others ability to provide more consistent and
comprehensive roaming services to each others customers.

Operational Efficiency Program

In 2003 and 2004, TELUS undertook a variety of
operational efficiency activities and achieved its goal of
interim improvement of the profitability of TELUS
Communications, through the reduction of positions, closure and
consolidation of customer contact centres in its ILEC region,
rationalization of information technology resources and in the
merging of two customer-facing business units. In 2005 and
subsequent years, TELUS Communications will continue to
undertake initiatives aimed at improving operating and capital
productivity. Activities underway and initiatives being explored
could result in the Corporation incurring expenditures in the
range of $50 million in 2004 and $100 million in 2005.

Normal Course Issuer Bid




In accordance with its announcement made on
October 29, 2004, TELUS has filed a notice of intention to
commence a normal course issuer bid to purchase up to
25.5 million of its issued and outstanding shares
(14 million Common Shares and 11.5 million Non-Voting
Shares) over a one year period. TELUS will commence
purchases under this normal course issuer bid upon receipt of
all required regulatory approvals.






RISK FACTORS




An investment in the Offered Shares involves
certain risks, including those described in the Risks and
uncertainties sections of the Annual MD&A (as defined
below), the Interim MD&A (as defined below) and the
Managements Discussion and Analysis for the three month
period ended March 31, 2004 and the three month and six
month periods ended June 30, 2004, each of which is being
incorporated by reference herein. Investors should carefully
consider these risks as well as the other information in this
short form prospectus and the documents incorporated by
reference herein before purchasing the Offered Shares.




15



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##### 






CHANGES TO CONSOLIDATED
CAPITALIZATION

The following table sets forth the changes in
share capital of the Corporation since December 31, 2003,
the date of the comparative financial statements for the
Corporations most recently completed financial year. There
has been no material change in the loan capital of the
Corporation since such date.

|                               |                                                                                 |                  |  |             |  |  |   |         | 
|------------------------------ | ------------------------------------------------------------------------------- | ---------------- |  | ----------- |  |  | - | ------- | 
|                               |                                                                                 |                 
|                               |                                                                                 | 330 days        
|                               |                                                                                 |                 
|Period ended November 25, 2004 |                                                                                 | Number of shares |  | Amount     
|                               |                                                                                 |                  |  |            
|                               |                                                                                 |                  |  | (millions) 
|Common Shares                  |                                                                                 |                  |  |             |  |  |   |        
|                               | Beginning of period                                                             |                  |  | 190,800,015 |  |  | $ | 2,349.1 | 
|                               | Exercise of share options                                                       |                  |  | 127,283     |  |  |   | 3.0     | 
|                               | Employees purchase of shares and dividends
    reinvested in shares            |                  |  | 2,436,850   |  |  |   | 61.4    | 
|                               |                                                                                 |                  |  |             |  |  |   |        
|                               | End of period                                                                   |                  |  | 193,364,148 |  |  | $ | 2,413.5 | 
|                               |                                                                                 |                  |  |             |  |  |   |        
|Non-Voting Shares              |                                                                                 |                  |  |             |  |  |   |        
|                               | Beginning of period                                                             |                  |  | 161,042,369 |  |  | $ | 3,296.6 | 
|                               | Transitional amount for share-based compensation
    arising from share options |                  |  |            |  |  |   | 0.4     | 
|                               |                                                                                 |                  |  |             |  |  |   |        
|                               | Adjusted opening balance                                                        |                  |  | 161,042,369 |  |  |   | 3,297.0 | 
|                               | Exercise of warrants                                                            |                  |  | 174,796     |  |  |   | 6.5     | 
|                               | Channel stock incentive plan and other                                          |                  |  | 37,925      |  |  |   | 0.7     | 
|                               | Exercise of share options                                                       |                  |  | 1,786,248   |  |  |   | 47.6    | 
|                               | Dividend Reinvestment and Share Purchase Plan                                   |                  |  | 1,741,881   |  |  |   | 39.0    | 
|                               |                                                                                 |                  |  |             |  |  |   |        
|                               | End of period                                                                   |                  |  | 164,783,219 |  |  | $ | 3,390.8 | 
|                               |                                                                                 |                  |  |             |  |  |   |        




THE SELLING SHAREHOLDER




Verizon beneficially owns, indirectly through
Verizon Canada, 48,551,972 Common Shares and 24,942,368
Non-Voting Shares, representing approximately 25.1% and 15.1% of
the outstanding Common Shares and Non-Voting Shares,
respectively, as of November 25, 2004 (20.5% on a combined
basis). Substantially all of the Common Shares and Non-Voting
Shares were acquired by the Selling Shareholder on
January 31, 1999 in connection with the merger of
BC TELECOM and TELUS Corporation. Certain additional Common
Shares and Non-Voting Shares were acquired (i) through the
exercise of anti-dilution rights granted under the LTR
Agreement, (ii) through the issuance of additional Shares
by the Corporation as partial consideration for its purchase of
shares in The QuebecTel Group Inc. (now TELUS Québec Inc.)
in June 2001 and (iii) through the Corporations
dividend reinvestment plan. Upon completion of the Offering, the
Selling Shareholder will have sold all of its interest in the
Corporation.







USE OF PROCEEDS




The Offered Shares are being sold by the Selling
Shareholder. The net proceeds from the sale of the Offered
Shares, after deducting the Underwriters fee and the
estimated expenses of the Offering, are estimated to be
$2,179,493,094. All of the Offered Shares are currently
beneficially owned by the Selling Shareholder and, accordingly,
the net proceeds of this Offering will be received by the
Selling Shareholder. The Corporation will not receive any
proceeds of the Offering.




16



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##### 






PLAN OF DISTRIBUTION




Pursuant to an underwriting agreement dated as of
December 2, 2004 (the Underwriting Agreement)
among the Selling Shareholder, Verizon, the Corporation and the
Underwriters, the Selling Shareholder has agreed to sell, and
the underwriters (the Underwriters) named below
have severally agreed to purchase, the number of Offered Shares
set forth in the following table.







|                                  |       |               |            |                   |  |  |           |            | 
|--------------------------------- | ----- | ------------- | ---------- | ----------------- |  |  | --------- | ---------- | 
|                                  |       | Number Of     |            | Number Of        
|Underwriter                       |       | Common Shares |            | Non-Voting Shares
|                                  |       |               |            |                  
|Merrill Lynch Canada Inc.         |       |               | 11,623,342 |                   |  |  | 5,971,204 |           
|Morgan Stanley & Co. Incorporated |       |               | 11,623,342 |                   |  |  | 5,971,203 |           
|RBC Dominion Securities Inc.      |       |               | 11,623,342 |                   |  |  | 5,971,203 |           
|CIBC World Markets Inc.           |       |               | 2,835,435  |                   |  |  | 1,456,634 |           
|Citigroup Global Markets Inc.     |       |               | 2,835,435  |                   |  |  | 1,456,634 |           
|Scotia Capital Inc.               |       |               | 2,835,435  |                   |  |  | 1,456,634 |           
|TD Securities Inc.                |       |               | 2,835,435  |                   |  |  | 1,456,634 |           
|HSBC Securities (Canada) Inc.     |       |               | 1,170,103  |                   |  |  | 601,111   |           
|J.P. Morgan Securities Inc.       |       |               | 1,170,103  |                   |  |  | 601,111   |           
|                                  |       |               |            |                   |  |  |           |           
|                                  | Total |               |            | 48,551,792        |  |  |           | 24,942,368 | 
|                                  |       |               |            |                   |  |  |           |           







The offering price of the Offered Shares was
determined by negotiation between the Selling Shareholder and
the Underwriters with reference to the market price of the
Common Shares and the Non-Voting Shares. The public offering
price for the Offered Shares offered in Canada and elsewhere
outside the United States is payable in Canadian dollars and the
public offering price for the Offered Shares offered in the
United States is payable in U.S. dollars, except as may
otherwise be agreed by the Underwriters. The U.S. dollar
amount is the approximate equivalent of the Canadian price of
the Offered Shares being offered hereby determined based on the
prevailing U.S.-Canadian dollar exchange rate on the date of the
Underwriting Agreement. The Underwriters propose to offer the
Offered Shares initially at the public offering prices on the
cover page of this short form prospectus. After the Underwriters
have made a reasonable effort to sell all of the Offered Shares
at the prices specified herein, the offering prices may be
decreased, and further changed from time to time, and the
compensation realized by the Underwriters will accordingly also
be reduced. The Underwriting Agreement provides that the Selling
Shareholder will pay to the Underwriters, in consideration for
their services in connection with the Offering, an
underwriters fee of C$0.85305 or U.S.$0.714175 per Common
Share and C$0.812625 or U.S.$0.68035 per Non-Voting Share.
Pursuant to the Underwriting Agreement, the Selling Shareholder
will be responsible for TELUS expenses of the Offering.







The closing of the Offering is expected to take
place on or about December 14, 2004, (such settlement date
being referred to as T+6) or such other date as may
be agreed upon, but in any event, no later than
December 31, 2004, subject to compliance with all necessary
legal requirements and subject to the conditions stipulated in
the Underwriting Agreement. Trades in the secondary market in
Canada and the United States are generally required to
settle in three business days, unless the parties to any such
trade expressly agree otherwise. Accordingly, purchasers who
wish to trade Offered Shares on the date of this prospectus or
the next six succeeding business days will be required, by
virtue of the fact that the Offered Shares initially will settle
on T+6, to specify an alternate settlement cycle at the time of
any such trade to prevent a failed settlement. Purchasers of
Offered Shares who wish to trade Offered Shares on the date of
this prospectus or the next six succeeding business days should
consult their own advisors.







The Underwriting Agreement provides that the
obligations of the Underwriters are several and are subject to
certain conditions precedent. The Underwriting Agreement may be
terminated on behalf of the Underwriters upon the occurrence of
certain stated events. The Underwriters are, however, severally
obligated to take up and pay for all of the Offered Shares if
any of such Offered Shares are purchased under the Underwriting
Agreement.




This Offering is being made concurrently in all
the provinces of Canada and in the United States pursuant to a
multijurisdictional disclosure system implemented by securities
regulatory authorities in Canada and the United States. Subject
to applicable law, the Underwriters may offer the Offered Shares
outside the United States and Canada. Broker-dealer affiliates
of certain of the Underwriters may sell the Offered Shares in
Canada or the United

17



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##### 



States pursuant to applicable law. No sales will
be effected in any province of Canada by any Underwriter not
duly registered as a securities dealer under the laws of such
province, other than sales effected pursuant to the exemptions
from the registration requirements under the laws of such
province.


The Corporation has agreed that it shall not for
a period of 90 days after the closing of the Offering,
without the prior written consent of the Underwriters, which
consent is not to be unreasonably withheld, issue Non-Voting
Shares, Common Shares or preferred shares of TELUS
(collectively, Equity Shares) or securities
convertible into or exercisable or exchangeable into Equity
Shares other than: (i) the issuance of Non-Voting Shares
upon conversion, redemption, repayment or repurchase of
TELUS outstanding 6.75% convertible debentures;
(ii) the issuance of Equity Shares in connection with the
exercise of outstanding warrants and options, including options
under the employee share option plans; (iii) the grant of
options to directors, officers and employees of the Corporation
and its subsidiaries in the ordinary course of business and in a
manner consistent with current practices; (iv) the issuance
of Equity Shares under TELUS employee share purchase plan;
(v) the issuance of Equity Shares under TELUS
dividend reinvestment plan; (vi) the issuance of Equity
Shares under the TELUS Channel Stock Incentive Plan;
(vii) the issuance of Equity Shares under the restricted
stock unit plans of the Corporation; (viii) the issuance of
Equity Shares under the TELUS Share Option and Compensation
Plan; (ix) the issuance of Equity Shares under TELUS
shareholder rights plan (the Rights Plan); and
(x) any issuance pursuant to an acquisition, merger,
consolidation or amalgamation transaction involving the
Corporation and any corporation or corporations acting at
arms length (as such term is used in the Tax Act) to the
Corporation.

The Selling Shareholder, Verizon and the
Corporation have agreed to indemnify the Underwriters against
certain liabilities, including liabilities under applicable
securities legislation, or to contribute to payments the
Underwriters may be required to make in respect of those
liabilities.

Pursuant to policy statements of certain
securities regulators, the Underwriters may not, throughout the
period of distribution under this short form prospectus, bid for
or purchase Common Shares or Non-Voting Shares. The foregoing
restriction is subject to certain exceptions provided that the
bid or purchase is not engaged in for the purpose of creating
actual or apparent active trading in, or raising the price of,
the Common Shares or Non-Voting Shares, including: (i) a
bid or purchase permitted under the Universal Market Integrity
Rules for Canadian Marketplaces of Market Regulations
Services Inc. relating to market stabilization and passive
market-making activities; and (ii) a bid or purchase made
for and on behalf of a customer where the order was not
solicited during the period of the distribution. Market
stabilization activities are also subject to Regulation M
under the U.S. Securities Exchange Act of 1934.

In order to facilitate the offering of the
Offered Shares, the Underwriters may engage in transactions that
stabilize, maintain or otherwise affect the price of the Common
Shares and the Non-Voting Shares. Specifically, the Underwriters
may sell more shares than they are obligated to purchase under
the Underwriting Agreement, creating a short position. The
Underwriters must close out any short position by purchasing
shares in the open market. A short position is more likely to be
created if the Underwriters are concerned that there may be
downward pressure on the price of the Common Shares or the
Non-Voting Shares in the open market after pricing that could
adversely affect investors who purchase in the Offering. As an
additional means of facilitating the Offering, the Underwriters
may bid for, and purchase, Common Shares or Non-Voting Shares in
the open market to stabilize the price of the Common Shares or
Non-Voting Shares. The underwriting syndicate may also reclaim
selling concessions allowed to an underwriter or a dealer for
distributing the Offered Shares, if the syndicate repurchases
previously distributed Offered Shares to cover syndicate short
positions or to stabilize the price of the Common Shares or the
Non-Voting Shares. These activities may raise or maintain the
market price of the Common Shares or the Non-Voting Shares above
independent market levels or prevent or retard a decline in the
market price of the Common Shares or the Non-Voting Shares. The
Underwriters are not required to engage in these activities, and
may end any of these activities at any time.

Subscriptions for the Offered Shares will be
received subject to rejection or allotment in whole or in part
and the right is reserved to close the subscription books at any
time without notice.




DESCRIPTION OF SHARE CAPITAL

The Corporation is authorized to issue up to
1 billion shares of each class of first preferred shares,
second preferred shares, Non-Voting Shares and Common Shares.
Certain of the rights and attributes of the Common Shares and
Non-Voting Shares are described below:

18



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Priority

The holders of Common Shares and Non-Voting
Shares shall be entitled to participate equally with each other
as to dividends and the Corporation shall pay dividends thereon,
as and when declared by the Board of Directors of the
Corporation out of monies properly applicable to the payment of
dividends, in amounts per share and at the same time on all such
Common Shares and Non-Voting Shares at the time outstanding as
the Board of Directors of the Corporation may from time to time
determine. In the event of the liquidation, dissolution or
winding-up of the Corporation or other distribution of assets of
the Corporation among its shareholders for the purpose of
winding-up its affairs, all the property and assets of the
Corporation which remain after payment to the holders of any
shares ranking in priority to the Common Shares and Non-Voting
Shares in respect of payment upon liquidation, dissolution or
winding-up of all amounts attributed and properly payable to
such holders of such other shares in the event of such
liquidation, dissolution or winding-up or distribution, shall be
paid and distributed equally, share for share, to the holders of
the Common Shares and the Non-Voting Shares, without preference
or distinction.

Voting Rights

The holders of the Common Shares shall be
entitled to receive notice of and to attend (in person or by
proxy) and be heard at all general meetings of the shareholders
of the Corporation (other than separate meetings of the holders
of shares of any other class of shares of the Corporation or any
other series of shares of such other class of shares) and to
vote at all such general meetings with each holder of Common
Shares being entitled to one vote per Common Share held at all
such meetings. The holders of Non-Voting Shares shall be
entitled to receive notice of and to attend (in person or by
proxy) and be heard at all general meetings of the shareholders
of the Corporation (other than at separate meetings of the
holders of shares of any other class of shares of the
Corporation or of shares of any other series of shares of any
such other class of shares other than the Common Shares) and
shall be entitled to receive all notices of meetings,
information circulars and other written information from the
Corporation that the holders of Common Shares are entitled to
receive from the Corporation but not to vote at such general
meetings, unless otherwise required by law.

Anti-Dilution

Neither the Common Shares nor the Non-Voting
Shares shall be subdivided, consolidated, reclassified or
otherwise changed unless contemporaneously therewith the other
class is subdivided, consolidated, reclassified or otherwise
changed in the same proportion and in the same manner.

Non-Voting Share Conversion Rights

In the event an offer is made to purchase Common
Shares that (i) must, by reason of applicable securities
legislation or the requirements of a stock exchange on which the
Common Shares are listed, be made to all or substantially all of
the holders of Common Shares who are in a province of Canada to
which the requirement applies, and (ii) is not made
concurrently with an offer to purchase Non-Voting Shares that is
identical to the offer to purchase Common Shares in terms of
price per share and percentage of outstanding shares to be taken
up exclusive of shares owned immediately prior to the offer by
the Offeror (as defined in the articles of the Corporation), and
in all other material respects, and that has no condition
attached thereto other than the right not to take up and pay for
shares tendered if no shares are purchased pursuant to the offer
for Common Shares, then each outstanding Non-Voting Share shall
be convertible into one fully paid and non-assessable Common
Share at the option of the holder thereof exercisable during the
period commencing on the eighth day after the date on which the
offer to purchase Common Shares was made or deemed to be made
and expiring on the expiry date of such offer.

If the Canadian Telecommunication Common Carrier
Ownership and Control Regulations made pursuant to the
Telecommunications Act (Canada) (the
Telecommunications Regulations) are changed so that
there is no restriction on any non-Canadians (as defined in the
Telecommunications Regulations) holding Common Shares of the
Corporation, a holder of one or more Non-Voting Shares shall
have the right, at his or her option, at any time after the date
of change of the Telecommunications Regulations and prior to the
closing of business 90 days thereafter (the
Regulatory Conversion Period) to convert any one or
more of such Non-Voting Shares into Common Shares on a
one-for-one basis. If the Telecommunications Regulations are
changed so that there is no restriction on any non-Canadians (as
defined in the Telecommunications Regulations) holding Common
Shares in the Corporation and following the Regulatory
Conversion Period there are Non-Voting Shares still outstanding,
all

19



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##### 



holders of Non-Voting Shares shall be deemed to
have exercised their right to convert the Non-Voting Shares held
by them into Common Shares upon receipt by all of the holders of
written notice by the Corporation stating that the Corporation
is requiring all holders to convert their Non-Voting Shares to
Common Shares on the date specified in such notice.


Common Share Conversion Right

The Corporation shall provide notice to each
holder of Common Shares at least 10 days before the record
date in respect of each general meeting of shareholders of the
Corporation at which the holders of the Non-Voting Shares will
be entitled to vote as a class. In such event and to the extent
that, after taking into account the conversion, the class of
persons, each of whom is a non-Canadian as defined in the
Telecommunications Regulations (the Constrained
Class), would continue to hold no more than the maximum
number of Common Shares that may be owned and controlled by
persons in the Constrained Class in accordance with the
Telecommunications Regulations so that, when added to all other
voting shares (as defined in the Telecommunications Regulations)
owned or controlled by the Constrained Class, the Corporation
will be and will continue to be a qualified
corporation as defined in the Telecommunications
Regulations, each outstanding Common Share shall be convertible
into one Non-Voting Share on a one-for-one basis.

Ownership and Voting Restrictions

Non-Canadian shareholders shall not beneficially
own or control, other than by way of security only, more than
33 1/3% (or such other percentage as may then be prescribed
by the Telecommunications Regulations as the percentage of
voting shares that may be beneficially owned or controlled,
other than by Canadians, in order for a corporation to be a
qualified corporation as defined in the
Telecommunications Regulations, provided that if no such
percentage is prescribed the relevant percentage shall be deemed
to be 100%) (the Restricted Percentage) of the
issued and outstanding Common Shares of the Corporation (the
Non-Canadian Share Constraint). In the event that it
appears from the central securities register of the Corporation
that, or in the event of a Directors determination (as
provided for in the articles of the Corporation) that there is a
contravention of the Non-Canadian Share Constraint: (a) the
Corporation may pursuant to a Directors determination make
a public announcement, whether by press release, newspaper
advertisements or otherwise, reasonably expected to inform the
markets in which voting shares are traded of the contravention;
and (b) the Corporation may refuse to (i) accept any
subscription for voting shares from any non-Canadian,
(ii) issue any voting shares to any non-Canadian,
(iii) register or otherwise recognize the transfer of any
voting shares from any Canadian to any non-Canadian, or
(iv) purchase or otherwise acquire any voting shares,
except as provided in the articles of the Corporation.

In the event of a Directors determination
that there is a contravention of the Non-Canadian Share
Constraint and that to do so would be practicable and would not
be unfairly prejudicial to, and would not unfairly disregard the
interests of, persons beneficially owning or controlling voting
shares who are non-Canadians, the Corporation shall send a
disposition notice to the registered holders of such of those
voting shares as shall be chosen on the basis of inverse order
of registration of all non-Canadians. The Corporation may, by
Directors determination, suspend all rights of a
shareholder to vote that would otherwise be attached to any
voting shares beneficially owned, or controlled, by
non-Canadians so that the proportion of the voting shares
beneficially owned, or controlled, or considered by the
Telecommunications Regulations to be beneficially owned, or
controlled, by non-Canadians and with respect to which voting
rights are not suspended is reduced to not more than the
Restricted Percentage of the total issued and outstanding voting
shares of the Corporation. Any disposition notice required to be
sent to a registered holder of shares pursuant to the foregoing
shall, among other things: (a) specify a date, which shall
not be less than 60 days, after the date of the disposition
notice, by which the excess voting shares are to be sold or
otherwise disposed of or, if the Directors determine it to be in
the interest of the Corporation to permit a conversion,
converted into Non-Voting Shares; and (b) state that unless
(i) the registered holder either sells or otherwise
disposes of or converts the excess voting shares into Non-Voting
Shares by the date specified in the disposition notice on a
basis that does not result in any contravention of the
Non-Canadian Share Constraint and provides to the Corporation
written evidence satisfactory to the Corporation of such sale,
other disposition or conversion, or (ii) provides written
evidence satisfactory to the Corporation that no such sale,
other disposition or conversion of excess voting shares is
required, such default shall result in the consequence of
suspension of voting rights and may result in a consequence of
sale or conversion or repurchase or redemption and the
disposition notice shall specify in reasonable detail the nature
and timing of those consequences.

20



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TELUS Rights Plan

TELUS adopted the Rights Plan in March 2000 and
issued one right (a Series A Right) in respect
of each Common Share outstanding as at such date and issued one
right (a Series B Right) in respect of each
Non-Voting Share outstanding as of such date. The Rights Plan
has a term of 10 years subject to shareholder confirmation
every three years. The Rights Plan was amended and confirmed as
amended by the shareholders in 2003 and will again require
confirmation in 2006. Each Series A Right, other than those
held by an Acquiring Person (as defined in the Rights Plan) and
certain of its related parties, entitles the holder in certain
circumstances following the acquisition by an Acquiring Person
of 34.2% or more of the voting shares of TELUS (otherwise than
through the Permitted Bid requirements of the Rights
Plan) to purchase from TELUS $320 worth of Common Shares for
$160 (i.e., at a 50% discount). Each Series B Right, other
than those held by an Acquiring Person (as defined in the Rights
Plan) and certain of its related parties, entitles the holder in
certain circumstances following the acquisition by an Acquiring
Person of 34.2% or more of the voting shares of TELUS (otherwise
than through the Permitted Bid requirements of the
Rights Plan) to purchase from TELUS $320 worth of Non-Voting
Shares for $160 (i.e., at a 50% discount).

CERTAIN TAX CONSIDERATIONS FOR
U.S. SHAREHOLDERS

The following discussion generally summarizes
certain material Canadian and U.S. federal income tax
considerations of the acquisition, ownership and disposition of
Offered Shares purchased pursuant to this short form prospectus
by certain U.S. purchasers referred to below. This
discussion is of a general nature and is not intended to be, nor
should it be construed to be, legal or tax advice to any
particular prospective purchaser. This discussion does not take
into account Canadian provincial or territorial tax laws,
U.S. state or local tax laws, or tax laws of jurisdictions
outside of Canada and the United States. Except as described
below, the following is based upon the tax laws of Canada and
the United States as in effect on the date of this short form
prospectus, which are subject to change with possible
retroactive effect. Prospective purchasers should consult their
own tax advisors with respect to their particular circumstances.

Canadian Federal Income Tax
Considerations

The following is a general summary of the
principal Canadian federal income tax considerations generally
applicable to a U.S. Resident who acquires Offered Shares
pursuant to this short form prospectus. As used in this summary
of Canadian federal income tax considerations, the term
U.S. Resident means a beneficial owner of
Offered Shares who, at all relevant times: (A) for the
purposes of the Income Tax Act (Canada) (i) is not,
has not been and will not be or be deemed to be, resident in
Canada, (ii) deals at arms length with the
Corporation and the Underwriters, (iii) is not affiliated
with the Corporation or the Underwriters, (iv) holds the
Offered Shares as capital property, (v) does not use or
hold (and has never used or held) the Offered Shares in a
business carried on in Canada, (vi) in respect of whom the
Offered Shares are not designated insurance property
and are not effectively connected with an insurance business
carried on in Canada; and in addition (B) for the purposes
of the Canada-United States Income Tax Convention, 1980
(the Convention), is at all relevant times a
resident of the United States.

This summary is based upon the current provisions
of the Income Tax Act (Canada) and the regulations
thereunder, all specific proposals to amend the Income Tax
Act (Canada) and the regulations thereunder publicly
announced by the Minister of Finance (Canada) prior to the date
of this short form prospectus, the administrative policies and
assessing practices of the Canada Revenue Agency (the
CRA) published in writing prior to the date hereof,
and the Convention. This summary is not exhaustive of all
potential Canadian tax consequences to a U.S. Resident and
does not take into account or anticipate any other changes in
law or in the administrative policies or assessing practice of
the CRA, whether by judicial, governmental or legislative
decision or action, nor does it take into account any
provincial, territorial or foreign tax considerations.

Taxation of Dividends on Offered
Shares

Under the Income Tax Act (Canada),
dividends (including deemed dividends) on Offered Shares paid or
credited to a non-resident of Canada will be subject to Canadian
withholding tax at the rate of 25% of the gross amount of the
dividends. This withholding tax may be reduced pursuant to the
terms of the Convention. Under the Convention, a
U.S. Resident that is the beneficial owner of the dividends
will generally be subject to Canadian withholding tax at a rate
of 15% of the amount of such dividends. In addition, under the
Convention, dividends may

21



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be exempt from Canadian withholding tax if paid
to certain U.S. Residents that are qualifying religious,
scientific, literary, educational or charitable tax-exempt
organizations and qualifying trusts, companies, organizations or
arrangements operated exclusively to administer or provide
pension, retirement or employee benefits that are exempt from
tax in the United States and that have complied with specific
administrative procedures.


Disposition of Offered Shares

A U.S. Resident will not be subject to tax
under the Income Tax Act (Canada) in respect of any
capital gain realized by such U.S. Resident on a
disposition or deemed disposition of the Offered Shares unless
the Offered Shares constitute taxable Canadian
property, as defined in the Income Tax Act
(Canada), of the U.S. Resident at the time of disposition
and the holder is not entitled to relief under the Convention.
As long as the Offered Shares are at the time of disposition
listed on a prescribed stock exchange, which currently includes
the TSX and the NYSE, the Offered Shares generally will not
constitute taxable Canadian property of a U.S. Resident,
unless at any time during the 60-month period immediately
preceding the disposition, the U.S. Resident, persons with
whom the U.S. Resident did not deal at arms length
within the meaning of the Income Tax Act (Canada), or the
U.S. Resident together with all such persons, owned 25% or
more of the issued shares of any class or series of shares of
the Companys capital stock. Notwithstanding the foregoing,
in certain circumstances set out in the Income Tax Act
(Canada), the Offered Shares could be deemed to be taxable
Canadian property. U.S. Residents whose Offered Shares are
taxable Canadian property should consult their own tax advisors.

United States Federal Income Tax
Considerations




The following is a summary of the material United
States federal income tax consequences of the purchase,
ownership, and disposition of Offered Shares by an investor who
purchases Offered Shares pursuant to this prospectus and who is
a U.S. Holder as defined below. This summary is
based upon existing United States federal income tax law, which
is subject to change, possibly with retroactive effect. This
summary does not discuss all aspects of United States federal
taxation that may be important to particular U.S. Holders
in light of their individual investment circumstances, such as
persons subject to special tax rules (e.g., financial
institutions, insurance companies, broker-dealers, persons
subject to the alternative minimum tax, tax-exempt
organizations, persons that have a functional
currency other than the United States dollar, and United
States expatriates), persons that will hold the Offered Shares
as a part of a straddle, hedge, conversion, or synthetic
security transaction for United States federal income tax
purposes, or persons who own, directly, indirectly, or by
attribution 10% or more of the voting shares of the Corporation,
all of whom may be subject to tax rules that differ
significantly from those summarized below. In addition, this
summary does not discuss any state, local, or non-United States
tax considerations. This summary assumes that investors will
hold their Offered Shares as capital assets
(generally, property held for investment) within the meaning of
the United States Internal Revenue Code of 1986, as amended (the
Code). Prospective investors should consult their
tax advisors regarding the United States federal income and
other tax consequences of purchasing, owning, and disposing of
the Offered Shares, as well as any tax consequences that may
arise under the laws of any state, local, non-United States or
other taxing jurisdiction.







For purposes of this summary, a
U.S. Holder is a beneficial owner of Offered
Shares who is:






| |   |                                                                                                                                                                                                                                                                                                                                                                                          
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | an individual who is a citizen or resident of the
    United States for United States federal income tax purposes;                                                                                                                                                                                                                                                                       
|
| |  | a corporation (or other entity taxable as a
    corporation for United States federal income tax purposes)
    created in or organized under the law of the United States, any
    state thereof or the District of Columbia;                                                                                                                                                            
|
| |  | an estate that is subject to United States
    federal income taxation without regard to the source of its
    income; or                                                                                                                                                                                                                                                                
|
|
| |  | a trust (a) the administration of which is
    subject to the primary supervision of a United States court and
    which has one or more United States persons who have the
    authority to control all substantial decisions of the trust or
    (b) that was in existence on August 20, 1996, was
    treated as a United States person, and elected to continue to be
    so treated.
|




If a partnership (or other entity or arrangement
that is treated as a partnership for United States federal
income tax purposes) holds Offered Shares, the tax treatment of
a partner in such partnership will generally depend on the
status of the partner and the activities of the partnership.
Partners in partnerships that are prospective investors should
consult their tax advisors.




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Distributions




In general, distributions made with respect to
the Offered Shares, to the extent paid out of current or
accumulated earnings and profits of the Corporation (as
determined in accordance with United States federal income tax
principles) will be treated as dividends. The gross amount of a
distribution will include any Canadian tax withheld with respect
to such distribution. Distributions in excess of current or
accumulated earnings and profits will be treated first as a
tax-free return of capital to the extent of a
U.S. Holders basis in the Offered Shares with respect
to which such distributions are made and then as capital gain.







Dividends received by U.S. Holders that are
corporations (or other entities taxable as corporations) will
not be entitled to a dividends received deduction. Dividends
received by other U.S. Holders with respect to the Offered
Shares in taxable years beginning before January 1, 2009,
that constitute qualified dividend income will be taxable at a
maximum tax rate of 15%, provided that the Offered Shares with
respect to which such dividends are paid are held for more than
60 days during the 121-day period beginning 60 days
before the ex-dividend date. Depending upon a U.S. Holders
circumstances, special rules may apply to the determination of
such holding period. Dividends paid with respect to the Offered
Shares generally are expected to be qualified dividend income.







Dividends paid in Canadian dollars will be
included in a U.S. Holders income in a United States
dollar amount calculated by reference to the exchange rate in
effect on the date of receipt of the dividend, regardless of
whether the payment is in fact converted into United States
dollars. If the dividend is converted into United States dollars
on the date of receipt, U.S. Holders generally should not
be required to recognize foreign currency gain or loss in
respect of the dividend income. A U.S. Holder who converts
a foreign currency distribution subsequent to its receipt may
have foreign currency gain or loss based on any appreciation or
depreciation in the value of the foreign currency against the
United States dollar, which would generally be United States
source ordinary income or loss.







Canadian taxes withheld from dividends paid with
respect to the Offered Shares at the rate provided by the
Convention will be creditable against a U.S. Holders
United States federal income tax liability, subject to
applicable limitations that may vary depending upon such
holders circumstances. Instead of claiming a credit, a
U.S. Holder may, at its election, deduct such Canadian
taxes in computing its taxable income, also subject to
applicable limitations. Prospective investors should consult
their tax advisors with respect to their ability to use foreign
tax credits.




Dispositions




Gain or loss realized on the sale, exchange, or
other disposition of Offered Shares by a U.S. Holder generally
will be taxable as capital gain or loss, and will be long-term
capital gain or loss if the U.S. Holder held such Offered
Shares for more than one year. Capital gain of a
U.S. Holder recognized before January 1, 2009,
generally will be taxed at a maximum rate of 15% where such U.S.
Holder is not a corporation (or other entity taxable as a
corporation) and has a holding period greater than one year. The
amount of gain or loss realized will equal the difference
between the U.S. Holders tax basis in the Offered
Shares sold, exchanged, or otherwise disposed of and the amount
realized on such sale, exchange, or other disposition. Such gain
or loss generally will be United States source gain or loss for
foreign tax credit purposes.







If a U.S. Holder sells, exchanges, or
otherwise disposes of Offered Shares and receives Canadian
dollars in exchange therefor, changes in the value of the United
States dollar and the Canadian dollar between the date of sale,
exchange, or other disposition and the date of settlement may
affect the income tax consequences to the U.S. Holder. A
U.S. Holder that receives foreign currency, including
Canadian dollars, upon the sale, exchange, or other disposition
of Offered Shares and converts the foreign currency into United
States dollars subsequent to receipt of such foreign currency
will have foreign exchange gain or loss to the extent of any
appreciation or deprecation in the value of the foreign currency
against the United States dollar, which would generally be
United States source ordinary income or loss.




Passive Foreign Investment Company
Rules




If during any taxable year of a non-United States
corporation or other non-United States entity taxable as a
corporation for United States federal income tax purposes, 75%
or more of the corporations gross income consists of
certain types of passive income, or the average
quarterly value during a taxable year of the passive
assets of the corporation (generally assets that generate
passive income) is 50% or more of the average quarterly value of
all the corporations assets, the corporation will be
treated as a passive foreign investment company or
PFIC, under United




23



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States federal income tax law. If the Corporation
is treated as a PFIC, a U.S. Holder may be subject to
increased tax liability and form filing requirements upon the
sale, exchange, or other disposition of Offered Shares or upon
the receipt of certain distributions made with respect to
Offered Shares, unless such U.S. Holder makes an election
to be taxed currently on its pro rata portion of the
Corporations income, whether or not such income is
distributed, or makes a mark-to-market election with
respect to the Corporations stock as permitted by the
Code. Moreover, dividends on the Offered Shares would no longer
be qualified dividend income subject to preferential
rates of United States federal income tax, as described above.
Based on its operations and business plans, the Corporation does
not believe that it is currently a PFIC and does not expect to
become a PFIC in the foreseeable future.








DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by
reference in this short form prospectus from documents filed
with securities commissions or similar authorities in
Canada.Copies of the documents
incorporated herein by reference may be obtained on request
without charge from the Vice President, Legal Services and
General Counsel and Corporate Secretary of TELUS at
3777 Kingsway, Burnaby, British Columbia, V5H 3Z7
(telephone 604.697.8029). For the purpose of the Province of
Québec, this simplified short form prospectus contains
information to be completed by consulting the permanent
information record. A copy of the permanent information record
may be obtained on request without charge from the
Vice-President, Legal Services and General Counsel and Corporate
Secretary of TELUS at the above-mentioned address and telephone
number. Copies of these documents are available on the System
for Electronic Document Analysis and Retrieval of the Canadian
Securities Administrators (SEDAR), at www.sedar.com.

In addition to its continuous disclosure
obligations under the securities laws of the provinces of
Canada, TELUS is subject to the information requirements of the
United States Securities Exchange Act of 1934, as
amended, and in accordance therewith files reports and other
information with the SEC. Under the multijurisdictional
disclosure system adopted by the United States, such reports and
other information may be prepared in accordance with the
disclosure requirements of Canada, which requirements are
different from those of the United States. Such reports and
other information, when filed by TELUS in accordance with such
requirements, can be inspected and copied at the public
reference room maintained by the SEC at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C., 20549,
Room 1024. Copies of such material can also be obtained by
mail at prescribed rates by writing to the Public Reference
Section of the SEC at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C., 20549. Information on
the operation of the public reference room can be obtained by
calling the SEC at 1-800-SEC-0330. In addition, such materials
are also available to the public on the SECs web site at
http://www.sec.gov. The Non-Voting Shares are listed on the
NYSE, and reports and other information concerning TELUS can be
inspected at the offices of the NYSE, 20 Broad Street, New York,
New York, 10005.

The following documents of TELUS, which have been
filed with the securities commissions or other similar
regulatory authorities in each of the provinces of Canada, are
specifically incorporated by reference into, and form an
integral part of, this short form prospectus:



| |     |                                                                                                                                                                                                                                                                                                                                                      
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | the annual information form of the Corporation
    dated April 30, 2004 for the year ended December 31,
    2003;                                                                                                                                                                                                                                    
|
| | (b) | the consolidated financial statements of the
    Corporation as at and for the years ended December 31, 2003
    and 2002, together with the report of the auditors thereon and
    the notes thereto;                                                                                                                                               
|
| | (c) | the managements discussion and analysis of
    financial results for the year ended December 31, 2003 (the
    Annual MD&A);                                                                                                                                                                                                                      
|
| | (d) | the information circular dated as of
    March 18, 2004, prepared in connection with the
    Corporations annual general meeting held on May 5,
    2004, except the sections entitled Mandate and Report of
    the Human Resources and Compensation Committee,
    Report on Executive Compensation, Performance
    Graph and Appendix A;
|
| | (e) | the unaudited interim consolidated financial
    statements of the Corporation as at and for the three and nine
    month periods ended September 30, 2004;                                                                                                                                                                                          
|
| | (f) | managements discussion and analysis of
    financial results for the period ended September 30, 2004
    (the Interim MD&A);                                                                                                                                                                                                                      

24



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| |     |                                                                                                                                                                                                                                                                                                     
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (g) | the material change report of the Corporation
    dated May 20, 2004 relating to the Corporations
    announcement of its intention to make a takeover bid to purchase
    for cash all of the issued and outstanding publicly traded
    shares and warrants of Microcell Telecommunications Inc.;
|
|
|
| | (h) | the Form 6-K of the Corporation dated
    November 30, 2004 containing Supplemental United States
    GAAP Disclosures for the three-month and nine-month periods
    ended September 30, 2004 and 2003 (unaudited), and the
    years ended December 31, 2003 and 2002;                            
|
|
|
| | (i) | the Risks and uncertainties sections
    of the managements discussion and analysis for the three
    month period ended March 31, 2004 and the three month and
    six month periods ended June 30, 2004; and                                                                                   
|
|
|
| | (j) | the material change report of the Corporation
    dated December 2, 2004 relating to the execution of the
    Underwriting Agreement.                                                                                                                                                               
|

Any documents of the types referred to above
(excluding confidential material change reports) filed by TELUS
pursuant to the requirements of applicable securities
legislation after the date of this short form prospectus and
prior to the completion or withdrawal of the Offering shall be
deemed to be incorporated by reference into and form an integral
part of this short form prospectus.

Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for the purposes of
this short form prospectus to the extent that a statement
contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. The modifying or
superseding statement need not state that it has modified or
superseded a prior statement or include any other information
set forth in the document which it modifies or supersedes. The
making of such a modifying or superseding statement shall not be
deemed an admission for any purposes that the modified or
superseded statement, when made, constituted a
misrepresentation, an untrue statement of a material fact or an
omission to state a material fact that is required to be stated
or that is necessary to make a statement not misleading in light
of the circumstances in which it was made. Any statement so
modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this short form
prospectus.




LEGAL MATTERS

Certain legal matters relating to the Offered
Shares will be passed upon by Blake, Cassels &
Graydon LLP, Toronto, Ontario and by Skadden, Arps, Slate,
Meagher & Flom LLP, New York, New York on behalf
of the Corporation, by Stikeman Elliott LLP, Toronto,
Ontario on behalf of the Selling Shareholder, and by Osler,
Hoskin & Harcourt LLP, Toronto, Ontario and by
Davis Polk & Wardwell, New York, New York on behalf of
the Underwriters. The partners and associates of each of such
law firms as a group beneficially owns, directly or indirectly,
less than one percent of the outstanding securities of the
Corporation.




AUDITORS, REGISTRAR AND TRANSFER
AGENT

The Auditors for the Corporation are
Deloitte & Touche LLP, Chartered Accountants,
2800  1055 Dunsmuir Street, Four Bentall Centre,
Vancouver, British Columbia, V7X 1P4.

The registrar and transfer agent for the Common
Shares and the Non-Voting Shares is Computershare Trust Company
of Canada at its principal office in the City of Calgary.

DOCUMENTS FILED AS PART OF THE REGISTRATION
STATEMENT

The following documents have been filed with the
United States Securities and Exchange Commission as part of the
Registration Statement of which this prospectus forms a part:
the documents referred to under Documents Incorporated by
Reference; consent of Deloitte & Touche, LLP;
Form F-X of the Corporation and powers of attorney.

25



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LOGO







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##### 



PART II

INFORMATION NOT REQUIRED TO BE DELIVERED
TO

OFFEREES OR PURCHASERS


Indemnification

Sections 160 to 163 of the Business
Corporations Act (British Columbia) (successor to the Company
Act (British Columbia)) provide as follows:

160 Subject to section 163, a company may do
one or both of the following:



| |     |                                                                                                                                                                     
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | indemnify an eligible party against all eligible
    penalties to which the eligible party is or may be liable;                                                     
|
| | (b) | after the final disposition of an eligible
    proceeding, pay the expenses actually and reasonably incurred by
    an eligible party in respect of that proceeding.

161 Subject to section 163, a company must,
after the final disposition of an eligible proceeding, pay the
expenses actually and reasonably incurred by the eligible party
in respect of that proceeding if the eligible party



| |     |                                                                                                                                                                          
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | has not been reimbursed for those expenses, and                                                                                                                          
|
| | (b) | is wholly successful, on the merits or otherwise,
    in the outcome of the proceeding or is substantially successful
    on the merits in the outcome of the proceeding.

162 (1) Subject to section 163 and
subsection (2) of this section, a company may pay, as they
are incurred in advance of the final disposition of an eligible
proceeding, the expenses actually and reasonably incurred by an
eligible party in respect of that proceeding.



| |     |                                                                                                                                                                                                                                                                                                                           
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | A company must not make the payments referred to
    in subsection (1) unless the company first receives from
    the eligible party a written undertaking that, if it is
    ultimately determined that the payment of expenses is prohibited
    by section 163, the eligible party will repay the amounts
    advanced.

163 (1) A company must not indemnify an
eligible party under section 160 (a) or pay the
expenses of an eligible party under section 160 (b), 161 or
162 if any of the following circumstances apply:



| |     |                                                                                                                                                                                                                                                                                                  
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | if the indemnity or payment is made under an
    earlier agreement to indemnify or pay expenses and, at the time
    that the agreement to indemnify or pay expenses was made, the
    company was prohibited from giving the indemnity or paying the
    expenses by its memorandum or articles;
|
| | (b) | if the indemnity or payment is made otherwise
    than under an earlier agreement to indemnify or pay expenses
    and, at the time that the indemnity or payment is made, the
    company is prohibited from giving the indemnity or paying the
    expenses by its memorandum or articles;     
|
| | (c) | if, in relation to the subject matter of the
    eligible proceeding, the eligible party did not act honestly and
    in good faith with a view to the best interests of the company
    or the associated corporation, as the case may be;                                                      
|
| | (d) | in the case of an eligible proceeding other than
    a civil proceeding, if the eligible party did not have
    reasonable grounds for believing that the eligible partys
    conduct in respect of which the proceeding was brought was
    lawful.                                            

(2) If an eligible proceeding is brought against
an eligible party by or on behalf of the company or by or on
behalf of an associated corporation, the company must not do
either of the following:



| |     |                                                                                                           
| | --- | ----------------------------------------------------------------------------------------------------------
| | (a) | indemnify the eligible party under
    section 160 (a) in respect of the proceeding;                      
|
| | (b) | pay the expenses of the eligible party under
    section 160 (b), 161 or 162 in respect of the proceeding.

Article 19 of the Articles of the Registrant
provides as follows:

Indemnity and Protection of Directors,
Officers and Employees

19.1     Subject to the
provisions of the Company Act, the Directors shall cause
the Company to indemnify a Director or former Director of the
Company and the Directors shall cause the Company to indemnify a
director or

II-1



---



##### 



former director of a corporation of which the
Company is or was a shareholder and the heirs and personal
representatives of any such person against all costs, charges
and expenses, including an amount paid to settle an action or
satisfy a judgment, actually and reasonably incurred by him or
her or them including an amount paid to settle an action or
satisfy a judgment in a civil, criminal or administrative action
or proceeding to which he or she is or they are made a party by
reason of his or her being or having been a Director of the
Company or a director of such corporation, including any action
brought by the Company or any such corporation. Each Director of
the Company on being elected or appointed shall be deemed to
have contracted with the Company on the terms of the foregoing
indemnity.


19.2     Subject to the
provisions of the Company Act, the Directors shall cause
the Company to indemnify any officer, employee or agent of the
Company or of a corporation of which the Company is or was a
shareholder (notwithstanding that he or she is also a Director)
and his or her heirs and personal representatives against all
costs, charges and expenses whatsoever incurred by him or her or
them and resulting from his or her acting as an officer,
employee or agent of the Company or such corporation. In
addition the Company shall indemnify the Secretary or an
Assistant Secretary of the Company (if he or she shall not be a
full time employee of the Company and notwithstanding that he or
she is also a Director) and his or her respective heirs and
legal representatives against all costs, charges and expenses
whatsoever incurred by him or her or them and arising out of the
functions assigned to the Secretary by the Company Act or these
Articles and each such Secretary and Assistant Secretary shall
on being appointed be deemed to have contracted with the Company
on the terms of the foregoing indemnity.

19.3     The failure of
a Director or officer of the Company to comply with the
provisions of the Company Act or of the Memorandum or
these Articles shall not invalidate any indemnity to which he or
she is entitled under this Part.

19.4     The Directors
may cause the Company to purchase and maintain insurance for the
benefit of any person who is or was serving as a Director,
officer, employee or agent of the Company or as a director,
officer, employee or agent of any corporation of which the
Company is or was a shareholder and his or her heirs or personal
representatives against any liability incurred by him or her as
such Director, director, officer, employee or agent.

The Corporation carries liability insurance which
provides for officers and directors of the Corporation and its
subsidiaries, subject to a deductible for executive
indemnification. The policy does not provide coverage for losses
arising from the breach of fiduciary responsibilities under
statutory or common law or from violations of, or the
enforcement of, pollutant laws and regulations, except for
certain defense costs and derivative actions.

Insofar as indemnification for liabilities
arising under the Securities Act of 1933, as amended, may be
permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933, as amended, and is therefore
unenforceable.

II-2



---



##### 



Exhibits




|            |      |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|----------- | ---- | ----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |      | Description
|            |      |            
|            | 4.1  | **          |  | Annual Information Form of the Corporation dated
    April 30, 2004 (incorporated by reference to the
    Corporations Form 40-F filed on May 3, 2004)                                                                                                                                                                                                                                                                                              
|            | 4.2  | **          |  | Consolidated Financial Statements of the
    Corporation, including the notes thereto, as at and for the
    years ended December 31, 2003 and 2002, together with the
    auditors report thereon dated February 2, 2004,
    except as to Note 16(c), which is as of February 12,
    2004 (incorporated by reference to the Corporations
    Form 40-F filed on May 3, 2004)                                                                    
|            | 4.3  | **          |  | Managements Discussion and Analysis of
    Financial Results of the Corporation for the year ended
    December 31, 2003 (incorporated by reference to the
    Corporations Form 40-F filed on May 3, 2004)                                                                                                                                                                                                                                        
|            | 4.4  | **          |  | Information Circular of the Corporation as of
    March 18, 2004, prepared in connection with the
    Corporations annual general meeting held on May 5,
    2004, except the sections entitled Mandate and Report of
    the Human Resources and Compensation Committee,
    Report on Executive Compensation, Performance
    Graph and Appendix A (incorporated by
    reference to the Corporations Form 40-F filed on
    May 3, 2004)
|            | 4.5  | **          |  | Unaudited Interim Consolidated Financial
    Statements of the Corporation as at and for the three and nine
    month periods ended September 30, 2004 (incorporated by
    reference to the Corporations Form 6-K filed on
    November 1, 2004)                                                                                                                                                                                                   
|            | 4.6  | **          |  | Managements Discussion and Analysis of
    Financial Results of the Corporation for the period ended
    September 30, 2004 (incorporated by reference to the
    Corporations Form 6-K filed on November 1, 2004)                                                                                                                                                                                                                                 
|            | 4.7  | **          |  | Risk and Uncertainty sections of
    Managements Discussion and Analysis of Financial Results
    of the Corporation for the three months ended March 31,
    2004 and the three and six month periods ended June 30,
    2004 (incorporated by reference to the Corporations
    Forms 6-K filed on May 7, 2004 and August 10,
    2004, respectively)                                                                                          
|            | 4.8  | **          |  | Supplemental United States GAAP Disclosures for
    the three-month and nine-month periods ended September 30,
    2004 and 2003 (unaudited) and for the years ended
    December 31, 2003 and 2002, and the report of the auditors
    thereon (incorporated by reference to the Corporations
    Report on Form 6-K, filed with the U.S. Securities and
    Exchange Commission on November 30, 2004)                                             
|            | 4.9  | *           |  | Material Change Report of the Corporation dated
    May 20, 2004 with respect to the Corporations
    announcement of a takeover bid for all outstanding publicly
    traded shares and warrants of Microcell Telecommunications Inc.                                                                                                                                                                                                               
|            | 4.10 | ***         |  | Material Change Report of the Corporation dated
    December 2, 2004 relating to the execution of the
    Underwriting Agreement relating to the offering that is the
    subject of this Registration Statement on Form F-10                                                                                                                                                                                                                        
|            | 5.1  | ***         |  | Consent of Deloitte & Touche, LLP                                                                                                                                                                                                                                                                                                                                                                                                                    
|            | 6    | *           |  | Powers of Attorney                                                                                                                                                                                                                                                                                                                                                                                                                                   









|   |                           
|-- | --------------------------
|  
|*  | Previously filed.         
|  
|  
|** | Incorporated by reference.






|    |                
|--- | ---------------
|*** | Filed herewith.




II-3



---



##### 



PART III

UNDERTAKING AND CONSENT TO SERVICE OF
PROCESS

Item 1. Undertaking

The Registrant undertakes to make available, in
person or by telephone, representatives to respond to inquiries
made by the Commission staff, and to furnish promptly, when
requested to do so by the Commission Staff, information relating
to the securities registered pursuant to this Form F-10 or
to transactions in said securities.

Item 2. Consent to Service of
Process.

Concurrently with the filing of this Registration
Statement on Form F-10, the Registrant is filing with the
Commission a written irrevocable consent and power of attorney
on Form F-X.

Any change to the name or address of the agent
for service of the Registrant will be communicated promptly to
the Commission by amendment to Form F-X referencing the
file number of this Registration Statement.

III-1



---



##### 



SIGNATURES




Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form F-10 and has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Vancouver, Province of
British Columbia, Country of Canada, on this 6th day of
December, 2004.






| |                  
| | -----------------
| | TELUS CORPORATION



| |     |  
| | --- | -
| | By: | *

| |                                                   
| | --------------------------------------------------
| |                                                   
| | Name: Darren
    Entwistle                        
| | Title:   President
    and Chief Executive Officer



| |     |  
| | --- | -
| | By: | *

| |                              
| | -----------------------------
| |                              
| | Name: Robert
    G. McFarlane

| |        |                                                         
| | ------ | --------------------------------------------------------
| | Title: | Executive Vice-President and Chief Financial
    Officer






| |   |                 
| | - | ----------------
| | * | /s/ AUDREY T. HO




| |             
| | ------------
| |             
|
| | Audrey T. Ho
|




| |  |                 
| |  | ----------------
| |  | Attorney-in-Fact




III-2



---



##### 






Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the
following persons in the capacities indicated on this 6th day of
December, 2004.







|                        |  |                                                                                                       |  |  |  | 
|----------------------- |  | ----------------------------------------------------------------------------------------------------- |  |  |  | 
|                        |  |                                                                                                       |  | 
|Name                    |  | Title                                                                                                 |  | 
|                        |  |                                                                                                       |  | 
|                       
|*Darren Entwistle       |  | Director, President and Chief Executive Officer
    (Principal Executive Officer)                     |  | 
|                       
|*Robert G. McFarlane    |  | Executive Vice President and Chief Financial
    Officer (Principal Financial and Accounting Officer) |  | 
|                       
|*Brian A. Canfield      |  | Chairman                                                                                              |  | 
|                       
|*R.H. (Dick) Auchinleck |  | Director                                                                                              |  | 
|                       
|*R. John Butler         |  | Director                                                                                              |  | 
|                       
|*A. Charles Baillie     |  | Director                                                                                              |  | 
|                       
|*Micheline Bouchard     |  | Director                                                                                              |  | 
|                       
|*John S. Lacey          |  | Director                                                                                              |  | 
|                       
|*Brian F. MacNeill      |  | Director                                                                                              |  | 
|                       
|*John J. Lack           |  | Director                                                                                              |  | 
|                       
|*Daniel C. Petri        |  | Director                                                                                              |  | 
|                       
|*Ronald P. Triffo       |  | Director                                                                                              |  | 
|                       
|*Donald Woodley         |  | Director                                                                                              |  | 









|  |                 
|- | ----------------
|* | /s/ AUDREY T. HO










Audrey T. Ho








| |                 
| | ----------------
| | Attorney-in-Fact




III-3



---



##### 



AUTHORIZED REPRESENTATIVE




Pursuant to the requirements of Section 6(a)
of the Securities Act of 1933, the authorized representative has
duly caused this Registration Statement to be signed on its
behalf by the undersigned, solely in its capacity as the duly
authorized representative of TELUS Corporation in the United
States, in the State of Delaware, Country of the United States
of America, on the 6th day of December, 2004.






| |                        
| | -----------------------
| | /s/ DONALD J. PUGLISI  
| |                        
| | Name: Donald J. Puglisi

III-4



---



##### 



EXHIBIT INDEX




|            |      |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|----------- | ---- | ----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |      | Description
|            |      |            
|            | 4.1  | **          |  | Annual Information Form of the Corporation dated
    April 30, 2004 (incorporated by reference to the
    Corporations Form 40-F filed on May 3, 2004)                                                                                                                                                                                                                                                                                              
|            | 4.2  | **          |  | Consolidated Financial Statements of the
    Corporation, including the notes thereto, as at and for the
    years ended December 31, 2003 and 2002, together with the
    auditors report thereon dated February 2, 2004,
    except as to Note 16(c), which is as of February 12,
    2004 (incorporated by reference to the Corporations
    Form 40-F filed on May 3, 2004)                                                                    
|            | 4.3  | **          |  | Managements Discussion and Analysis of
    Financial Results of the Corporation for the year ended
    December 31, 2003 (incorporated by reference to the
    Corporations Form 40-F filed on May 3, 2004)                                                                                                                                                                                                                                        
|            | 4.4  | **          |  | Information Circular of the Corporation as of
    March 18, 2004, prepared in connection with the
    Corporations annual general meeting held on May 5,
    2004, except the sections entitled Mandate and Report of
    the Human Resources and Compensation Committee,
    Report on Executive Compensation, Performance
    Graph and Appendix A (incorporated by
    reference to the Corporations Form 40-F filed on
    May 3, 2004)
|            | 4.5  | **          |  | Unaudited Interim Consolidated Financial
    Statements of the Corporation as at and for the three and nine
    month periods ended September 30, 2004 (incorporated by
    reference to the Corporations Form 6-K filed on
    November 1, 2004)                                                                                                                                                                                                   
|            | 4.6  | **          |  | Managements Discussion and Analysis of
    Financial Results of the Corporation for the period ended
    September 30, 2004 (incorporated by reference to the
    Corporations Form 6-K filed on November 1, 2004)                                                                                                                                                                                                                                 
|            | 4.7  | **          |  | Risk and Uncertainty sections of
    Managements Discussion and Analysis of Financial Results
    of the Corporation for the three months ended March 31,
    2004 and the three and six month periods ended June 30,
    2004 (incorporated by reference to the Corporations
    Forms 6-K filed on May 7, 2004 and August 10,
    2004, respectively)                                                                                          
|            | 4.8  | **          |  | Supplemental United States GAAP Disclosures for
    the three-month and nine-month periods ended September 30,
    2004 and 2003 (unaudited) and for the years ended
    December 31, 2003 and 2002, and the report of the auditors
    thereon (incorporated by reference to the Corporations
    Report on Form 6-K, filed with the U.S. Securities and
    Exchange Commission on November 30, 2004)                                             
|            | 4.9  | *           |  | Material Change Report of the Corporation dated
    May 20, 2004 with respect to the Corporations
    announcement of a takeover bid for all outstanding publicly
    traded shares and warrants of Microcell Telecommunications Inc.                                                                                                                                                                                                               
|            | 4.10 | ***         |  | Material Change Report of the Corporation dated
    December 2, 2004 relating to the execution of the
    Underwriting Agreement relating to the offering that is the
    subject of this Registration Statement on Form F-10                                                                                                                                                                                                                        
|            | 5.1  | ***         |  | Consent of Deloitte & Touche, LLP                                                                                                                                                                                                                                                                                                                                                                                                                    
|            | 6    | *           |  | Powers of Attorney                                                                                                                                                                                                                                                                                                                                                                                                                                   









|   |                           
|-- | --------------------------
|  
|*  | Previously filed.         
|  
|  
|** | Incorporated by reference.






|    |                
|--- | ---------------
|*** | Filed herewith.




III-5