SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of May, 2008

CANADIAN PACIFIC RAILWAY LIMITED
(Commission File No. 1-01342)
CANADIAN PACIFIC RAILWAY COMPANY
(Commission File No. 1-15272)
(translation of each Registrant’s name into English)

Suite 500, Gulf Canada Square, 401 – 9th Avenue, S.W., Calgary, Alberta, Canada, T2P 4Z4
(address of principal executive offices)

          Indicate by check mark whether the registrants file or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F		Form 40-F      X

          Indicate by check mark whether the registrants by furnishing the information contained in this Form are also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes		No      X

          If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-          

          This Report furnished on Form 6-K shall be incorporated by reference into each of the following Registration Statements under the Securities Act of 1933 of the registrant: Form S-8 No. 333-140955 (Canadian Pacific Railway Limited), Form S-8 No. 333-127943 (Canadian Pacific Railway Limited), and Form S-8 No. 333-13962 (Canadian Pacific Railway Limited).

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Release: Immediate, May 23, 2008

CANADIAN PACIFIC ANNOUNCES $375 MILLION DEBT OFFERING

CALGARY — Canadian Pacific Railway Limited (TSX/NYSE: CP) announced today that its wholly–owned subsidiary, Canadian Pacific Railway Company, is issuing $375 million of 6.25% Notes due June 1, 2018. The transaction is expected to close May 28, 2008. The net proceeds from this offering of approximately $371 million will be used to repay a portion of the indebtedness outstanding under the 18-month term credit facility used to fund the acquisition of the Dakota, Minnesota & Eastern Railroad in October 2007.

The debt offering is being made in Canada under a previously filed base shelf prospectus dated June 1, 2007.

Canadian Pacific, through the ingenuity of its employees located across Canada and in the United States, remains committed to being the safest, and most fluid railway in North America. Our people are the key to delivering innovative transportation solutions to our customers and to ensuring the safe operation of our trains through the more than 900 communities where we operate. Our combined ingenuity makes CP a better place to work, rail a better way to ship, and North America a better place to live. Come and visit us at www.cpr.ca to see how we can put our ingenuity to work for you. Canadian Pacific is proud to be the official rail freight services provider for the Vancouver 2010 Olympic and Paralympic Winter Games.
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Contacts:
Media		Investment Community
Leslie Pidcock		Janet Weiss,
Manager, Corporate Communications		Assistant Vice-President Investor Relations
Tel.: (403) 319-6878		Tel.: (403) 319-3591
e-mail: leslie_pidcock@cpr.ca		e-mail: investor@cpr.ca