U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM F-X

                   APPOINTMENT OF AGENT FOR SERVICE OF PROCESS

A. Name of issuer or person filing ("Filer"): CANADIAN PACIFIC RAILWAY CO.

B. This is [check one]

      [X] an original filing for the Filer

      [_] an amended filing for the Filer

C. Identify the filing in conjunction with which this Form is being filed:

      Name of registrant:           CANADIAN PACIFIC RAILWAY CO.

      Form type:                    FORM F-9

      File Number (if known):       (NOT AVAILABLE)

      Filed by:                     CANADIAN PACIFIC RAILWAY CO.

      Date Filed (if filed
      concurrently, so indicate):   April 21, 2004 (CONCURRENTLY WITH
                                                    FORM F-9)

D. The Filer is incorporated or organized under the laws of CANADA and has its
principal place of business at

                  SUITE 500, 401-9TH AVENUE S.W.
                  CALGARY, ALBERTA
                  CANADA T2P 4Z4
                  TELEPHONE: (403) 319-7000

E. The Filer designates and appoints CT CORPORATION SYSTEM ("Agent"), located
at:

                  111-8TH AVENUE
                  NEW YORK, NEW YORK 10011
                  TELEPHONE: (212) 894-8400

as the agent of the Filer upon whom may be served any process, pleadings,
subpoenas, or other papers in

         (a)      any investigation or administrative proceeding conducted by
                  the Commission; and

         (b)      any civil suit or action brought against the Filer or to which
                  the Filer has been joined as defendant or respondent, in any
                  appropriate court in any place subject to




                  the jurisdiction of any state or of the United States, or of
                  any of its territories or possessions, or of the District of
                  Columbia, where the investigation, proceeding or cause of
                  action arises out of or relates to or concerns (i) any
                  offering made or purported to be made in connection with the
                  securities registered by the Filer on Form F-9 on April 21,
                  [2004] or any purchases or sales of any security in connection
                  therewith; (ii) the securities in relation to which the
                  obligation to file an annual report on Form 10-K arises, or
                  any purchases or sales of such securities; (iii) any tender
                  offer for the securities of a Canadian issuer with respect to
                  which filings are made by the Filer with the Commission on
                  Schedule 13E-4F, 14D-1F or 14D-9F; or (iv) the securities in
                  relation to which the Filer acts as trustee pursuant to an
                  exemption under Rule 10a-5 under the Trust Indenture Act of
                  1939. The Filer stipulates and agrees that any such civil suit
                  or action or administrative proceeding may be commenced by the
                  service of process upon, and that service of an administrative
                  subpoena shall be effected by service upon such agent for
                  service of process, and that service as aforesaid shall be
                  taken and held in all courts and administrative tribunals to
                  be valid and binding as if personal service thereof had been
                  made.

F. The Filer stipulates and agrees to appoint a successor agent for service of
process and file an amended Form F-X if the Filer discharges the Agent or the
Agent is unwilling or unable to accept service on behalf of the Filer at any
time until six years have elapsed from the date the Filer has ceased reporting
under the Securities Exchange Act of 1934. The Filer further undertakes to
advise the Commission promptly of any change to the Agent's name or address
during the applicable period by amendment of this Form, referencing the file
number of the relevant form in conjunction with which the amendment is being
filed.

G. The Filer 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 Form F-9, the securities to which the Form F-9 relates, and the
transactions in such securities.


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         The Filer certifies that it has duly caused this power of attorney,
consent, stipulation and agreement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Calgary, Province of
Alberta, Country of Canada, on this 21st day of April 2004.


Filer:   CANADIAN PACIFIC RAILWAY CO.          By: /s/ J. Joseph Doolan
                                                   -----------------------------
                                                   Name:  J. Joseph Doolan
                                                   Title: Vice President and
                                                          Treasurer



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         This statement has been signed by the following person in the capacity
and on the date indicated.


                                        CT CORPORATION SYSTEM
                                        As Agent for Service of Process for
                                        CANADIAN PACIFIC RAILWAY CO.



                                        By: /s/ Anita L. Williams
                                            ------------------------------
                                            Name:  Anita L. Williams
                                            Title: Customer Specialist


Date:  April 21, 2004




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