SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

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 ~~April~~January, ~~2007~~2009

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 o Form 40-F x

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

Yes o 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.

	CANADIAN PACIFIC RAILWAY LIMITED CANADIAN PACIFIC RAILWAY COMPANY (Registrants)			~~CANADIAN PACIFIC RAILWAY LIMITED CANADIAN PACIFIC RAILWAY COMPANY (Registrants)~~
Date: April 24, 2007		By:		Signed:	Donald F. Barnhardt
Date: January 28, 2009	By:	Signed: Karen L. Fleming
		Name:	Karen L. Fleming	~~Name:~~	~~Donald F. Barnhardt~~
		Title:	Corporate Secretary	~~Title:~~	~~Corporate Secretary~~

Release: Immediate, ~~April~~January 2428, ~~2007~~2009

~~CANADIAN~~CORRECTION ~~PACIFIC’S~~FROM ~~FIRST-QUARTER~~SOURCE: ~~RESULTS~~CANADIAN ~~SOLID~~PACIFIC ~~DESPITE~~ANNOUNCES ~~TOUGH~~COMMON ~~WINTER~~EQUITY ~~CONDITIONS~~OFFERING

CALGARY, –ALBERTA—(Marketwire ~~Canadian~~— ~~Pacific~~Jan. ~~Railway~~28, ~~Limited~~2009) ~~(TSX/NYSE:~~— ~~CP)~~A ~~reported~~correction ~~net~~from ~~income~~source ~~growth~~is ofbeing 18issued ~~per~~with ~~cent~~respect to ~~$129~~the release which was disseminated on January ~~million~~27, in2009 at 17:46 ET. In the ~~first-quarter~~second paragraph, ofit ~~2007~~should ~~when~~read ~~compared~~“approximately ~~with~~C$463 million” ~~the~~instead ~~same~~of ~~quarter~~“approximately ~~2006.~~C$463,050,000 ~~Diluted~~million” ~~earnings~~and ~~per~~“approximately ~~share~~C$511 million” ~~improved~~instead 21of ~~per~~“C$510,825,000 million”. ~~cent~~The tocomplete $0and corrected version follows.~~82.~~

~~SUMMARY~~Calgary OF— Canadian ~~FIRST-QUARTER~~Pacific ~~2007~~Railway ~~COMPARED~~Limited ~~WITH~~(TSX/NYSE:CP) ~~FIRST-QUARTER~~today ~~2006~~announced that it has entered into an agreement with a syndicate of underwriters who have agreed to purchase 12,600,000 CP common shares at a price of C$36.75 per share for sale to the public, primarily in Canada and the United States. CP has also granted to the underwriters an option to purchase, on the same terms, up to a further 1,300,000 common shares. The option is exercisable, in whole or in part, up to 30 days after the closing, which is scheduled to occur on February 10, 2009.

•The ~~Excluding~~offering ~~foreign~~is ~~exchange~~expected ~~gains~~to ~~and~~provide ~~losses~~CP ongross ~~long-term~~proceeds ~~debt,~~of ~~diluted~~approximately ~~earnings per share increased 8 per cent to~~ C$~~0.78~~463 million ~~from~~(and, ~~$0.72.~~in •the case ~~Operating~~of ~~ratio~~a ~~improved~~full toexercise ~~79.5~~of ~~per~~the ~~cent~~underwriters’ ~~from~~option, ~~79.6~~approximately ~~per cent~~C$511 million). •The ~~Freight~~net ~~revenue~~ proceeds of ~~$1.09~~the ~~billion~~offering ~~increased~~may ~~2.2~~be ~~per~~used ~~cent~~to ~~from~~reduce ~~$1.07~~indebtedness, ~~billion.~~contribute •to ~~Operating~~funding ~~expenses~~of atcapital ~~$887~~projects ~~million,~~and for upgeneral ~~just~~corporate 0purposes.~~3 per cent from $884 million.~~

~~“CP’s~~Canadian ~~team~~Pacific, ~~delivered~~through ~~adjusted~~the ~~diluted~~ingenuity ~~EPS~~of ~~growth~~its ofemployees 8located ~~per~~across ~~cent~~Canada and in the ~~face of extremely difficult,~~United ~~weather-related~~States, ~~operating~~remains ~~conditions~~committed ~~that~~to ~~challenged~~being the ~~entire transportation chain~~safest,” ~~said~~most ~~Fred Green,~~fluid ~~CP’s~~railway ~~President~~in ~~and~~North ~~CEO~~America. “Our ~~disciplined~~people ~~execution~~are the ofkey ~~the~~to ~~integrated~~delivering ~~operating~~innovative ~~plan,~~transportation ~~in addition~~solutions to ~~the~~our ~~investments~~customers inand ~~network~~to ~~capacity~~ensuring ~~we’ve~~the ~~made~~safe operation inof our ~~Western~~trains ~~corridor,~~through ~~paid~~the ~~major dividends~~more ~~for~~than us900 ~~this~~communities ~~quarter~~where we operate. WeCanadian ~~were~~Pacific is ~~able~~proud to ~~recover~~be ~~from~~the ~~each~~official ~~event~~rail asfreight itservices ~~occurred~~provider ~~and~~for ~~keep~~the ~~our~~Vancouver 2010 Olympic and ~~customers’~~Paralympic ~~shipments~~Winter ~~moving~~Games.” Contacts:

Mr. Green added, “Our operational focus on network fluidity has increased our resilience and allowed our operations to rebound effectively. With the recent return to more normal operating conditions, we expect to move freight volumes with increasing efficiency and improved service levels through the balance of the year.”


Media		Investment Community
Leslie Pidcock		Janet Weiss, Assistant Vice-President
Tel.: (403) 319-6878		Investor Relations
email: leslie_pidcock@cpr.ca		Tel.: (403) 319-3591 email: investor@cpr.ca

~~Revenues~~A inpreliminary ~~sulphur~~prospectus ~~and~~containing ~~fertilizers~~important ~~increased~~information 31relating ~~per~~to ~~cent~~the ~~over~~common ~~first-quarter~~shares ~~2006~~has been filed with securities commissions or similar authorities in all of the provinces and ~~intermodal~~territories of Canada (the “Canadian Securities Commissions”) and ~~automotive~~a ~~were~~registration ~~also~~statement ~~up,~~relating to the common shares has been filed with ~~growth~~the ofUnited 6States ~~per~~Securities ~~cent~~and Exchange Commission (the “SEC”). The preliminary prospectus is still subject to completion or amendment and 5the ~~per~~registration ~~cent~~statement has ~~respectively~~not yet become effective. ~~Softness~~There will not be any sale or any acceptance of an offer to buy the securities in Canada until a receipt for the final prospectus has been issued and the common shares ~~forest~~may ~~products~~not ~~offset~~be ~~some~~sold ofin the ~~revenue~~United ~~growth,~~States ~~decreasing~~or ~~$11 million~~to ~~from~~U.S. persons and offers to buy the ~~same~~common ~~period~~shares may not be accepted from persons in the United States or U.S. persons prior to the time that the ~~2006~~registration statement becomes effective. ~~Winter~~Before ~~disruptions~~you invest you should read the prospectus and the other CNdocuments ~~strike~~CP ~~increased~~has ~~network~~filed ~~congestion~~with ~~which~~the ~~resulted~~Canadian inSecurities ~~reduced~~Commissions and the SEC for more complete ~~shipments~~information inabout ~~coal~~CP and ~~other~~the ~~commodities~~offering. ~~Other~~You ~~revenue~~may ~~declined~~obtain ~~$18 million~~these indocuments ~~2007~~for ~~reflecting~~free aby visiting SEDAR ~~significant~~at ~~land~~www.sedar.com ~~sale~~or ~~that~~the ~~took~~SEC’s ~~place~~website inat ~~first-quarter~~www.sec.gov. ~~2006~~You may also obtain copies of these documents by calling CP’s Investor Relations department at the telephone number listed above.

Operating expenses were essentially flat at $887 million, up 0.3 per cent from 2006, despite the challenging winter operating conditions. Fuel, inflation and winter related expense increases were partially offset by a drop in compensation and benefits expense.

2007 OUTLOOK

“CP is on track to deliver solid performance in 2007,” said Mike Lambert, Chief Financial Officer. “A reduction in our cash pension funding requirement to approximately $100 million, down from our original $150 million estimate given in the Fall of 2006, has improved our free cash outlook to more than $300 million in 2007, up from $250 million estimated previously. Our diverse commodity portfolio, a strong yield program and continued vigilance around cost containment will drive our projected EPS growth of 9 to 13 per cent.”

CP’s outlook for diluted earnings per share excluding foreign exchange gains and losses on long-term debt and other specified items remains in the range of $4.30 to $4.45 for 2007, compared with 2006 diluted EPS which was $3.95.

CP expects to grow revenue in the range of 4 per cent to 6 per cent in 2007. Capital investment is anticipated to be between $885 million and $895 million and free cash, after dividends, is now expected to exceed $300 million in 2007. This outlook assumes oil prices averaging US$58 per barrel and an average currency exchange rate of $1.15 per U.S. dollar (US$0.87).

NORMAL COURSE ISSUER BID ANNOUNCEMENT

CP also announces that its Board of Directors has authorized the acquisition of up to 15.5 million Common Shares of CP for cancellation in 2007, and if not completed in 2007, in 2008. This represents approximately 10 per cent of the public float of its Common Shares outstanding at March 15, 2007. CP currently has in place a normal course issuer bid under which it is permitted to purchase up to 4.975 million Common Shares during the 12 month period ending March 27, 2008. CP has purchased 674,990 shares in 2007. Subject to regulatory approval, CP intends to amend the existing bid to enable it to purchase up to 15.5 million shares during 2007.

“We can increase the share repurchase plan because of our increasing generation of free cash flow and our strong balance sheet. This reflects our confidence not only in the short term outlook for CP, but also in the longer term prospects of our Franchise,” said Mr. Lambert.

FOREIGN EXCHANGE GAINS AND LOSSES ON LONG-TERM DEBT

CP had a foreign exchange gain on long-term debt of $9 million ($6 million after tax) in the first quarter of 2007, compared with a foreign exchange loss on long-term debt of $6 million ($7 million after tax) in the first quarter of 2006.

RESTATEMENT OF FIRST-QUARTER 2006 FINANCIAL STATEMENTS

As a result of the adoption of EIC162 “Stock-based Compensation for Employees Eligible to Retire Before the Vesting Date” in December 2006, the comparative financial statements for the three months ended March 31, 2006 have been restated with an increase in “Compensation and benefit” expense of $2.3 million, a reduction in “Net income” of $2.2 million and a reduction in basic and diluted earnings per share of $0.01. Basic and diluted earnings per share excluding foreign exchange gains and losses on long-term debt was reduced by $0.02.

Presentation of non-GAAP earnings

CP presents non-GAAP earnings in this news release to provide a basis for evaluating underlying earnings and liquidity trends in its business that can be compared with prior periods’ results of operations. These non-GAAP earnings exclude foreign currency translation impacts on long-term debt, which can be volatile and short term, and other specified items, which are not among CP’s normal ongoing revenues and operating expenses. The impact of volatile short-term rate fluctuations on foreign-denominated debt is only realized when long-term debt matures or is settled. A reconciliation of income, excluding foreign exchange gains and losses on long-term debt and other specified items, to net income as presented in the financial statements is detailed in the attached Summary of Rail Data. Diluted EPS, excluding foreign exchange gains and losses on long-term debt and other specified items is also referred to in this news release as (“adjusted diluted EPS”).

Free cash after dividends is calculated as cash provided by operating activities, less cash used in investing activities and dividends.

Earnings that exclude foreign exchange currency translation impact on long-term debt and other specified items, and free cash after dividends, as described in this news release, have no standardized meanings and are not defined by Canadian generally accepted accounting principles and, therefore, are unlikely to be comparable to similar measures presented by other companies.

Other specified items are material transactions that may include, but are not limited to, restructuring and asset impairment charges, gains and losses on non-routine sales of assets, unusual income tax adjustments, and other items that do not typify normal business activities. There were no other specified items in the first quarters of 2007 and 2006.

Note on forward looking-information

This news release contains certain forward-looking statements relating but not limited to our operations, anticipated financial performance and business prospects. Undue reliance should not be placed on forward-looking information as actual results may differ materially.

By its nature, CP’s forward-looking information involves numerous assumptions, inherent risks and uncertainties, including but not limited to the following factors: changes in business strategies; general global economic and business conditions; risks in agricultural production such as weather conditions and insect populations; fluctuations in the value of the Canadian dollar relative to the U.S. dollar; the availability and price of energy commodities; the effects of competition and pricing pressures; industry capacity; shifts in market demand; changes in laws and regulations; changes in taxes and tax rates; potential increases in maintenance and operating costs; uncertainties of litigation; labour disputes; timing of completion of capital and maintenance projects; interest rate fluctuations; effects of changes in market conditions on the financial position of pension plans; and various events that could disrupt operations, including severe weather conditions, security threats and governmental response to them, and technological changes.

There are factors that could cause actual results to differ from those described in the forward-looking statements contained in this news release. These more specific factors are identified and discussed in the Outlook section and elsewhere in this news release with the particular forward-looking statement in question.

CP undertakes no obligation to update publicly or otherwise revise any forward-looking information, whether as a result of new information, future events or otherwise.

Canadian Pacific, through the ingenuity of its employees located across Canada and in the United States, intends to be 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 Canadian Pacific 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.

end

Contacts:
Media		Investment Community
Leslie Pidcock		Janet Weiss, Assistant Vice-President Investor Relations
Tel.: (403) 319-6878		Tel.: (403) 319-3591
e-mail: leslie_pidcock@cpr.ca		e-mail: investor@cpr.ca

STATEMENT OF CONSOLIDATED INCOME (in millions, except per share data)

	For the three months
	ended March 31
	2007			2006
				Restated
				(see Note 2)
	(unaudited)
Revenues
Freight	$	1,090.9		$	1,067.2
Other		25.0			43.3
		1,115.9			1,110.5
Operating expenses
Compensation and benefits		332.5			352.2
Fuel		171.2			157.9
Materials		62.4			57.6
Equipment rents		55.5			44.6
Depreciation and amortization		118.6			114.8
Purchased services and other		146.4			156.6
		886.6			883.7
Operating income		229.3			226.8
Other charges (Note 4)		4.8			6.8
Foreign exchange (gains) losses on long-term debt		(8.6	)		6.4
Interest expense (Note 5)		46.8			47.3
Income tax expense		57.7			57.5
Net income	$	128.6		$	108.8
Basic earnings per share (Note 8)	$	0.83		$	0.69
Diluted earnings per share (Note 8)	$	0.82		$	0.68

See notes to interim consolidated financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (in millions)

	For the three months
	ended March 31
	2007			2006
				Restated
				(see Note 2)
	(unaudited)
Comprehensive income
Net income	$	128.6		$	108.8
Other comprehensive income
Net change in foreign currency translation adjustments, net of hedging activities		(0.3	)		1.5
Net change in gains on derivatives designated as cash flow hedges		(3.2	)		—
Other comprehensive (loss) income before income taxes		(3.5	)		1.5
Income tax recovery		0.7			0.2
Other comprehensive (loss) income (Note 10)		(2.8	)		1.7
Comprehensive income	$	125.8		$	110.5

See notes to interim consolidated financial statements.

CONSOLIDATED BALANCE SHEET (in millions)

	March 31		December 31
	2007		2006
			Restated
			(see Note 2)
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	25.6	$	124.3
Accounts receivable and other current assets		608.0		615.7
Materials and supplies		162.2		158.6
Future income taxes		109.7		106.3
		905.5		1,004.9
Investments		65.8		64.9
Net properties		9,195.9		9,122.9
Other assets and deferred charges		1,208.0		1,223.2
Total assets	$	11,375.2	$	11,415.9
Liabilities and shareholders’ equity
Current liabilities
Short-term borrowing	$	77.7	$	—
Accounts payable and accrued liabilities		999.8		1,002.6
Income and other taxes payable		15.2		16.0
Dividends payable		35.0		29.1
Long-term debt maturing within one year		31.5		191.3
		1,159.2		1,239.0
Deferred liabilities		697.6		725.7
Long-term debt		2,747.8		2,813.5
Future income taxes		1,831.3		1,781.2
Shareholders’ equity
Share capital (Note 9)		1,182.9		1,175.7
Contributed surplus		37.1		32.3
Accumulated other comprehensive income		77.6		66.4
Retained income		3,641.7		3,582.1
		4,939.3		4,856.5
Total liabilities and shareholders’ equity	$	11,375.2	$	11,415.9

Commitments and contingencies (Note 15). See notes to interim consolidated financial statements.

STATEMENT OF CONSOLIDATED CASH FLOWS (in millions)

	For the three months
	ended March 31
	2007			2006
				Restated
				(see Note 2)
	(unaudited)
Operating activities
Net income	$	128.6		$	108.8
Add items not affecting cash:
Depreciation and amortization		118.6			114.8
Future income taxes		38.5			44.2
Foreign exchange (gains) losses on long-term debt		(8.6	)		6.4
Amortization of deferred charges		3.1			4.3
Restructuring payments		(13.2	)		(27.8	)
Other operating activities, net		(2.7	)		4.1
Change in non-cash working capital balances related to operations		(36.6	)		(80.5	)
Cash provided by operating activities		227.7			174.3
Investing activities
Additions to properties		(204.2	)		(191.7	)
Decrease in investments and other assets		(0.3	)		(19.7	)
Net proceeds from disposal of transportation properties		8.9			4.3
Cash used in investing activities		(195.6	)		(207.1	)
Financing activities
Dividends paid		(29.1	)		(23.7	)
Issuance of CP Common Shares		10.1			38.5
Purchase of CP Common Shares		(16.1	)		(45.6	)
Increase in short-term borrowing		77.7			—
Repayment of long-term debt		(173.4	)		(10.7	)
Cash used in financing activities		(130.8	)		(41.5	)
Cash position
Decrease in net cash and cash equivalents		(98.7	)		(74.3	)
Net cash and cash equivalents at beginning of period		124.3			121.8
Net cash and cash equivalents at end of period	$	25.6		$	47.5

See notes to interim consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (in millions)

	For the three months
	ended March 31
	2007			2006
				Restated
				(see Note 2)
	(unaudited)
Share capital
Balance, beginning of period	$	1,175.7		$	1,141.5
Shares issued under stock option plans		12.3			40.2
Shares repurchased		(5.1	)		(6.6	)
Balance, end of period		1,182.9			1,175.1
Contributed surplus
Balance, beginning of period		32.3			245.1
Stock-based compensation expense related to stock option plans		4.8			4.1
Shares repurchased		—			(45.0	)
Balance, end of period		37.1			204.2
Accumulated other comprehensive income
Balance, beginning of period		66.4			67.5
Adjustment for change in accounting policy		14.0			—
Adjusted balance, beginning of period		80.4			67.5
Other comprehensive (loss) income (Note 10)		(2.8	)		1.7
Balance, end of period		77.6			69.2
Retained earnings
Balance, beginning of period		3,582.1			2,930.0
Adjustment for change in accounting policy		4.0			—
Adjusted balance, beginning of period		3,586.1			2,930.0
Net income for the period		128.6			108.8
Shares repurchased		(38.0	)		—
Dividends		(35.0	)		(29.9	)
Balance, end of period		3,641.7			3,008.9
Total accumulated other comprehensive income and retained earnings		3,719.3			3,078.1
Shareholders’ equity, end of period	$	4,939.3		$	4,457.4

See notes to interim consolidated financial statements.

Filing Compare · CANADIAN PACIFIC RAILWAY CO/NEW