As filed with the Securities and Exchange Commission on May 21, 2004

                                                          Registration No. 333-



                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                          __________________________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                          __________________________

                               TELUS CORPORATION
            (Exact Name of Registrant as Specified in Its Charter)

      British Columbia, Canada                             N/A
   (State or other Jurisdiction of          (I.R.S. Employer Identification No.)
    Incorporation or Organization)

                          __________________________
                               555 Robson Street
                      Vancouver, British Columbia V6B 3K9
                                    Canada
                                (604) 697-8044
                   (Address of Principal Executive Offices)
                          __________________________
     TELUS Corporation Employee Stock Option Plan, as Amended and Restated
                           (Full Title of the Plan)

                          __________________________
                             CT Corporation System
                         111 Eighth Avenue, 13th Floor
                           New York, New York 10011
                                (212) 590-9200
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)
                           _________________________

                                 With Copy To:

                           Richard B. Aftanas, Esq.
                   Skadden, Arps, Slate, Meagher & Flom LLP
                               Four Time Square
                           New York, New York 10036
                                (212) 735-3000
                           _________________________


                                         CALCULATION OF REGISTRATION FEE
====================== ================ ================ ================== ================== ==============
                       Title of Class
                        of Securities                    Proposed Maximum   Proposed Maximum     Amount of
                            to be        Amount to be     Offering Price        Aggregate      Registration
    Name of Plan         Registered      Registered(1)     Per Share(2)     Offering Price(2)     Fee(2)
====================== ================ ================ ================== ================== ==============
                                                                                 
TELUS Corporation      Non-Voting          2,100,000           $15.50          $32,539,500      $4,122.70
Employee Stock         Shares
Option Plan, as
amended and restated
(the "Employee Plan")
====================== ================ ================ ================== ================== ==============


(1) Together with an indeterminate number of ordinary non-voting shares that
may be necessary to adjust the number of shares reserved for issuance pursuant
to the Employee Plan (the "Plan") as a result of a stock split, stock dividend
or similar adjustment of the outstanding shares of TELUS Corporation (the
"Registrant" or the "Corporation"). Such indeterminable number of additional
non-voting shares as may be issuable pursuant to the operation of the
recapitalization and adjustment provisions of the Plan are also registered
hereby.

(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on the
basis of the average of the high and low sale prices of the Corporation's
non-voting shares as reported on the New York Stock Exchange on May 18,
2004.



                               EXPLANATORY NOTE

         The purpose of this Registration Statement is to register additional
non-voting shares for issuance under the Registrant's Plans. In accordance
with General Instruction E of Form S-8, the contents of the Registrant's
Registration Statement on Form S-8 (File No. 333-13526) filed with the
Securities and Exchange Commission (the "Commission") on May 17, 2001, the
contents of the Registrant's Registration Statement on Form S-8 (File No.
333-103562) filed with the Commission on March 3, 2003 and the contents of the
Registrant's Registration Statement on Form S-8 (File No. 333-110964) filed
with the Commission on December 5, 2003, are incorporated herein by reference
and the information required by Part II is omitted, except as supplemented by
the information set forth below.


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         The following documents filed with the Commission by the Registrant,
TELUS Corporation, a company organized under the laws of the province of
British Columbia, Canada, pursuant to the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"), are incorporated by reference in this
Registration Statement:

         (1) The Registrant's Annual Report on Form 40-F for the year ended
December 31, 2003; and

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.

Item 8.  Exhibits.

Exhibit No.                 Description of Exhibit
-----------                 ----------------------
5.1                         Opinion of Farris, Vaughan, Wills & Murphy.
10.1                        TELUS Corporation Employee Stock Option Plan, as
                            amended and restated.
23.1                        Consent of Farris, Vaughan, Wills & Murphy
                            (included in Exhibit 5.1).
23.2                        Consent of Deloitte & Touche, LLP.
24.1                        Power of Attorney (included on the signature page
                            hereto).






                                  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 S-8 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 21st day of May, 2004.

                             TELUS CORPORATION


                             By: /s/ Audrey T. Ho
                                 --------------------------------------------
                                     Name:  Audrey T. Ho
                                     Title: Vice President,
                                            Legal Services & General Counsel &
                                            Deputy Corporate Secretary




                               POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Darren Entwistle, Robert G. McFarlane,
James W. Peters and Audrey T. Ho and each of them, his true and lawful
attorney-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof. This power of attorney may be
executed in counterparts.

         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 21st day of May, 2004.




                Name                                Title                      Date
                ----                                -----                      ----

                                                                    

  /s/ Darren Entwistle                Director, President and Chief       May 21, 2004
------------------------------------  Executive Officer (Principal
Darren Entwistle                      Executive Officer)


  /s/ Robert G. McFarlane             Executive Vice President and        May 21, 2004
------------------------------------  Chief Financial Officer
Robert G. McFarlane                   (Principal Financial and
                                      Accounting Officer)


  /s/ Brian A. Canfield               Chairman                            May 21, 2004
------------------------------------
Brian A. Canfield


  /s/ R. H. Auchinleck                Director                            May 21, 2004
------------------------------------
R. H. (Dick) Auchinleck


  /s/ A. Charles Baillie               Director                           May 21, 2004
------------------------------------
A. Charles Baillie


  /s/ Micheline Bouchard               Director                           May 21, 2004
------------------------------------
Micheline Bouchard


  /s/ R. John Butler                  Director                            May 21, 2004
------------------------------------
R. John Butler


  /s/ Peter D. Charbonneau            Director                            May 21, 2004
------------------------------------
Peter D. Charbonneau


  /s/ John S. Lacey                   Director                            May 21, 2004
------------------------------------
John S. Lacey


  /s/ John J. Lack                    Director                            May 21, 2004
------------------------------------
John J. Lack


 /s/ Brian F. MacNeill                Director                            May 21, 2004
------------------------------------
Brian F. MacNeill


                                      Director                            May 21, 2004
------------------------------------
Daniel C. Petri


 /s/ Ronald P. Triffo                 Director                            May 21, 2004
------------------------------------
Ronald P. Triffo


                                      Director                            May 21, 2004
------------------------------------
Donald P. Woodley







EXHIBIT INDEX

Exhibit No.                 Description of Exhibit
-----------                 ----------------------
5.1                         Opinion of Farris, Vaughan, Wills & Murphy.
10.1                        TELUS Corporation Employee Stock Option Plan, as
                            amended and restated.
23.1                        Consent of Farris, Vaughan, Wills & Murphy
                            (included in Exhibit 5.1).
23.2                        Consent of Deloitte & Touche, LLP.
24.1                        Power of Attorney (included on the signature page
                            hereto).




                           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 21st day of May, 2004.




                                         By:  /s/ Donald J. Puglisi
                                       --------------------------------------
                                         Name:  Donald J. Puglisi