UNITED STATES SECURITIES AND EXCHANGE
                         COMMISSION
                   WASHINGTON, D.C.  20549
                   _______________________
                       Amendment No. 1
                       F O R M 10-K/A
                              
        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
           OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1998
Commission file number: 1-12202
                              
               NORTHERN BORDER PARTNERS, L.P.
   (Exact name of registrant as specified in its charter)


         DELAWARE                             93-1120873
(State or other jurisdiction               (I.R.S. Employer
of incorporation or organization)         Identification No.)


        1400 Smith Street, Houston, Texas  77002-7369
     (Address of principal executive offices)(zip code)
Registrant's telephone number, including area code:  713-853-6161
                     ___________________
                              
 Securities registered pursuant to Section 12(b) of the Act:


Title of each class           Name of each exchange on which registered

  Common Units                     New York Stock Exchange

 Securities registered pursuant to Section 12(g) of the Act:
                            None


     Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90
days.   Yes   X    No  ____

     Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to be the best
of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.   X

     Aggregate market value of the Common Units held by non-
affiliates of the registrant, based on closing prices in the
daily composite list for transactions on the New York Stock
Exchange on March 1, 1999, was approximately $817,270,000.
                          
<PAGE>                          
                          PART III

ITEM 12, ITEM 13 AND ITEM 14 TO THE REGISTRANT'S ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31,
1998 ARE HEREBY AMENDED AND RESTATED IN THEIR ENTIRETY AS
SET FORTH BELOW.

Item 12.   Security Ownership of Certain Beneficial
           Owners and Management

     The following table sets forth the beneficial ownership
of the voting securities of the Partnership as of February
10, 1999 by the Partnership's executive officers, members of
the Partnership Policy Committee and the Audit Committee and
certain beneficial owners.  Other than as set forth below,
no person is known by the General Partners to own
beneficially more than 5% of the voting securities.

<TABLE>
<CAPTION>
                               Amount and Nature of Beneficial
                                          Ownership
                                        Common Units
                                     Number      Percent
                                    of Units1/   of Class

<S>                                <C>             <C>
Larry L. DeRoin                       10,000          *
Jerry L. Peters                        1,300          *
Stanley C. Horton                          -
Brian E. O'Neill                           -
Daniel P. Whitty                           -
Gerald B. Smith                            -
The Williams Companies, Inc.2/     1,123,500        3.8
  One Williams Center
  Tulsa, OK  74101-3288
Enron Corp.2/
  1400 Smith Street
  Houston, TX   77002              3,210,000       10.9
Duke Energy Corp.2/
  422 So. Church St.
  Charlotte, NC  88242-0001        2,086,500        7.1

<FN>
*  Less than 1%.
1/ All units involve sole voting and investment power.
2/ Indirect ownership through their subsidiaries.
</TABLE>

Item 13.  Certain Relationships and Related Transactions

     The Partnership has extensive ongoing relationships
with the General Partners. Such relationships include the
following: (i) Northern Plains provides, in its capacity as
the operator of the Pipeline System, certain tax, accounting
and other information to the Partnership, and (ii) NBP
Services, an affiliate of Enron, assists the Partnership in
connection with the operation and management of the
Partnership pursuant to the terms of an Administrative
Services Agreement between the Partnership and NBP Services.
     
     In addition, Northern Border Pipeline, in which the
Partnership owns a 70% general partner interest, has
extensive ongoing relationships with the General Partners
and certain of their affiliates and with affiliates of
TransCanada.  Northern Plains, a General Partner
and affiliate of Enron, has acted (since 1980), and will
continue to act, as the operator of the Pipeline System
pursuant to the terms of an Operating Agreement between
Northern Plains and Northern Border Pipeline. Enron
Engineering & Construction Company ("EE&CC"), an affiliate
or Enron, provided project management for the construction
of The Chicago Project pursuant to a Project Management
Agreement between Northern Plains and EE&CC. In addition, as
of February 1, 1999, (i) ECT, an affiliate of Enron, is a
transportation customer of Northern Border Pipeline, which
is obligated to pay 5% of Northern Border Pipeline's annual
cost of service; (ii) Northern Natural, an affiliate of
Enron, provides a financial guaranty for a portion (300
MMCFD) of the transportation capacity held by PAGUS, which
represents 11% of Northern Border Pipeline's annual cost of
service; (iii) TransCanada Gas Services Inc. ("TransCanada
Gas Services"), an affiliate of TransCanada, is a
transportation customer of Northern Border Pipeline which is
obligated to pay 11% of Northern Border Pipeline's annual
cost of service pursuant to a transportation contract with
Northern Border Pipeline wherein TransCanada Gas Services
acts as the agent of its parent, TransCanada and (vi)
Transco, an affiliate of Williams, is a transportation
customer of Northern Border Pipeline which is obligated to
pay 1% of Northern Border Pipeline's annual cost of service.
     
     The Partnership Policy Committee, whose members are
designated by the three General Partners, establishes the
business policies of the Partnership. The Partnership has
three representatives on the Northern Border Management
Committee, each of whom votes a portion of the Partnership's
70% interest on the Northern Border Management Committee.
These representatives are also designated by the General
Partners.
     
     The Partnership's interests could conflict with the
interests of the General Partners or their affiliates, and
in such case the members of the Partnership Policy Committee
will generally have a fiduciary duty to resolve such
conflicts in a manner that is in the Partnership's best
interest. Northern Border Pipeline's interests could
conflict with the Partnership's interest or the interest of
TransCanada and their affiliates, and in such case the
Partnership's representatives on the Northern Border
Management Committee will generally have a fiduciary duty to
resolve such conflicts in a manner that is in the best
interest of Northern Border Pipeline. The Partnership's
fiduciary duty as a general partner of Northern Border
Pipeline may restrict the Partnership from taking actions
that might be in the Partnership's best interest but in
conflict with the fiduciary duty that the Partnership's
representatives or the Partnership owe to TransCanada.
     
     Unless otherwise provided for in a partnership
agreement, the laws of Delaware and Texas generally require
a general partner of a partnership to adhere to fiduciary
duty standards under which it owes its partners the highest
duties of good faith, fairness and loyalty. Similar rules
apply to persons serving on the Partnership Policy Committee
or the Northern Border Management Committee. Because of the
competing interests identified above, the Partnership's
Partnership Agreement and the partnership agreement for
Northern Border Pipeline contain provisions that modify
certain of these fiduciary duties. For example:
     
     * The Partnership Agreement states that the General
       Partners, their affiliates and their officers and directors
       will not be liable for damages to the Partnership, its
       limited partners or their assignees for errors of judgment
       or for any acts or omissions if the General Partners and
       such other persons acted in good faith.
     
     * The Partnership Agreement allows the General Partners
       and the Partnership Policy Committee to take into account
       the interests of parties in addition to the Partnership's
       interest in resolving conflicts of interest.

     * The Partnership Agreement provides that the General
       Partners will not be in breach of their obligations under
       the Partnership Agreement or their duties to the Partnership
       or its unitholders if the resolution of a conflict is fair
       and reasonable to the Partnership. The latitude given in the
       Partnership Agreement in connection with resolving conflicts
       of interest may significantly limit the ability of a
       unitholder to challenge what might otherwise be a breach of
       fiduciary duty.

     * The Partnership Agreement provides that a purchaser of
       Common Units is deemed to have consented to certain
       conflicts of interest and actions of the General Partners
       and their affiliates that might otherwise be prohibited and
       to have agreed that such conflicts of interest and actions
       do not constitute a breach by the General Partners of any
       duty stated or implied by law or equity.

     * The Partnership's Audit Committee will, at the request
       of a General Partner or a member of the Partnership Policy
       Committee, review conflicts of interest that may arise
       between a General Partner and its affiliates (or the member
       of the Partnership Policy Committee designated by it), on
       the one hand, and the unitholders or the Partnership, on the
       other. Any resolution of a conflict approved by the Audit
       Committee is conclusively deemed fair and reasonable to the
       Partnership.

     The Partnership is required to indemnify the members of
the Partnership Policy Committee and General Partners, their
affiliates and their respective officers, directors,
employees, agents and trustees to the fullest extent
permitted by law against liabilities, costs and expenses
incurred by any such person who acted in good faith and in a
manner reasonably believed to be in, or (in the case of a
person other than one of the General Partners) not opposed
to, the Partnership's best interests and with respect to any
criminal proceedings, had no reasonable cause to believe the
conduct was unlawful.

     The Partnership, the General Partners and TransCanada
have entered into an agreement relating to a proposed
public offering by a TransCanada affiliate.  On December 30,
1998, TC PipeLines, LP ("TCP") filed a registration statement
with the SEC indicating that it intends to make a public
offering of its limited partner interests and stating that
initially its only substantial asset will be the 30% general
partner interest in Northern Border Pipeline now owned by
subsidiaries of TransCanada. On March 18, 1999, the Partnership,
Northern Border Pipeline, the General Partners, TCP and the
TransCanada subsidiaries entered into an agreement that provides
for, among other things, the consent to the transfer of
TransCanada's 30% general partner interest to TCP or its
subsidiary upon the closing of the public offering contemplated
by TCP's registration statement.  The agreement also provides that,
upon the closing of the TCP public offering, TransCanada
will return to the General Partners the $11 million that the
General Partners paid to TransCanada in 1993 upon closing of
the Partnership's initial public offering.  That amount was
paid by the General Partners at the time of closing of the
Partnership's initial public offering in connection with
obtaining TransCanada's consent to the transfer to the
Partnership by the General Partners of their 70% general
partner interest in Northern Border Pipeline.

     Also pursuant to the agreement entered into on March
18, 1999, the Partnership and the TransCanada subsidiaries
agreed to amend the partnership agreement for Northern
Border Pipeline to provide that TransCanada, its affiliates
and their transferees will not have any duty to offer
business opportunities to Northern Border Pipeline, with
certain exceptions. The amendment will also relieve the
Partnership from any duty to offer to Northern Border
Pipeline certain business opportunities that come to the
Partnership's attention.

<PAGE>
                           PART IV


Item 14.  Exhibits, Financial Statement Schedules, and
Reports on Form 8-K


     (a)(1) and (2) Financial Statements and Financial
     Statement Schedules

     See "Index to Financial Statements" set forth on page F-1.

     (a)(3) Exhibits

    * 3.1    Form of Amended and Restated
             Agreement of Limited Partnership of
             Northern Border Partners, L.P.
             (Exhibit 3.1 No. 2 to the
             Partnership's Form S-1 Registration
             Statement, Registration No. 33-66158
             ("Form S-1")).
    *10.1    Form of Amended and Restated
             Agreement of  Limited Partnership
             For Northern Border Intermediate
             Limited Partnership (Exhibit 10.1 to
             Form S-1).
    *10.2    Northern Border Pipeline Company
             General Partnership Agreement
             between Northern Plains Natural Gas
             Company, Northwest Border Pipeline
             Company, Pan Border Gas Company,
             TransCanada Border Pipeline Ltd. and
             TransCan Northern Ltd., effective
             March 9, 1978, as amended (Exhibit
             10.2 to Form S-1).
    *10.3    Operating Agreement between Northern
             Border Pipeline Company and Northern
             Plains Natural Gas Company, dated
             February 28, 1980 (Exhibit 10.3 to
             Form S-1).
    *10.4    Administrative Services Agreement
             between NBP Services Corporation,
             Northern Border Partners, L.P. and
             Northern Border Intermediate Limited
             Partnership (Exhibit 10.4 to Form S-1).
    *10.5    Note Purchase Agreement between
             Northern Border Pipeline Company and
             the parties listed therein, dated
             July 15, 1992 (Exhibit 10.6 to Form S-1).
    *10.5.1  Supplemental Agreement to the Note
             Purchase Agreement dated as of June
             1, 1995 (Exhibit 10.6.1 to the
             Partnership's Annual Report on Form
             10-K for the year ended December 31,
             1995 ("1995 10-K")).
    *10.6    Guaranty made by Panhandle Eastern
             Pipeline Company, dated October 31,
             1992 (Exhibit 10.9 to Form S-1).
    *10.7    Northern Border Pipeline Company
             U.S. Shippers Service Agreement
             between Northern Border Pipeline
             Company and Enron Gas Marketing,
             Inc., dated June 22, 1990 (Exhibit
             10.10 to Form S-1).
    *10.7.1  Amended Exhibit A to Northern Border
             Pipeline Company U.S. Shippers
             Service Agreement between Northern
             Border Pipeline Company and Enron
             Gas Marketing, Inc. (Exhibit 10.10.1
             to the Partnership's Annual Report
             on Form 10-K for the year ended
             December 31, 1993 ("1993 10-K")).
    *10.7.2  Amended Exhibit A to Northern Border
             Pipeline U.S. Shippers Service
             Agreement between Northern Border
             Pipeline Company and Enron Gas
             Marketing, Inc., effective November
             1, 1994 (Exhibit 10.10.2 to the
             Partnership's Annual Report on Form
             10-K for the year ended December 31,
             1994).
    *10.7.3  Amended Exhibit A's to Northern
             Border Pipeline Company U.S. Shipper
             Service Agreement effective, August
             1, 1995 and November 1, 1995
             (Exhibit 10.10.3 to 1995 10-K).
    *10.7.4  Amended Exhibit A to Northern Border
             Pipeline Company U.S. Shipper
             Service Agreement effective April l,
             1998 (Exhibit 10.10.4 to the
             Partnership's Annual Report on Form
             10-K for the year ended December 31,
             1997 ("1997 10-K")).
    *10.8    Guaranty made by Northern Natural
             Gas Company, dated October 7, 1993
             (Exhibit 10.11.1 to 1993 10-K).
    *10.9    Guaranty made by Northern Natural
             Gas Company, dated October 7, 1993
             (Exhibit 10.11.2 to 1993 10-K)
    *10.10   Northern Border Pipeline Company
             U.S. Shippers Service Agreement
             between Northern Border Pipeline
             Company and Western Gas Marketing
             Limited, as agent for TransCanada
             PipeLines Limited, dated December
             15, 1980 (Exhibit 10.13 to Form S-1).
    *10.10.1 Amendment to Northern Border
             Pipeline Company Service Agreement
             extending the term effective
             November 1, 1995 (Exhibit 10.13.1 to
             1995 10-K).
    *10.11   Form of Seventh Supplement Amending
             Northern Border Pipeline Company
             General Partnership Agreement
             (Exhibit 10.15 to Form S-1).
    *10.12   Northern Border Pipeline Company
             U.S. Shippers Service Agreement
             between Northern Border Pipeline
             Company and Transcontinental Gas
             Pipe Line Corporation, dated July
             14, 1983, with Amended Exhibit A
             effective February 11, 1994 (Exhibit
             10.17 to 1995 10-K).
    *10.13   Form of Credit Agreement among
             Northern Border Pipeline Company,
             The First National Bank of Chicago,
             as Administrative Agent, The First
             National Bank of Chicago, Royal Bank
             of Canada, and Bank of America
             National Trust and Savings
             Association, as Syndication Agents,
             First Chicago Capital Markets, Inc.,
             Royal Bank of Canada, and
             BancAmerica Securities, Inc, as
             Joint Arrangers and Lenders (as
             defined therein) dated as of June
             16, 1997 (Exhibit 10(c) to Amendment
             No. 1 to Form S-3, Registration
             Statement No. 333-40601 ("Form S-
             3")).
    *10.14   Form of Credit Agreement among
             Northern Border Partners, L.P.,
             Canadian Imperial Bank of Commerce,
             as Agent and Lenders (as defined
             therein) dated as of November 6,
             1997 (Exhibit 10(d) to Amendment No.
             1 to Form S-3).
    *10.15   Northern Border Pipeline Company
             U.S. Shippers Service Agreement
             between Northern Border Pipeline
             Company and Enron Capital & Trade
             Resources Corp. dated October 15,
             1997 (Exhibit 10.21 to 1997 10-K).
    *10.16   Northern Border Pipeline Company
             U.S. Shippers Service Agreement
             between Northern Border Pipeline
             Company and Enron Capital & Trade
             Resources Corp. dated October 15,
             1997 (Exhibit 10.22 to 1997 10-K).
    *10.17   Northern Border Pipeline Company
             U.S. Shippers Service Agreement
             between Northern Border Pipeline
             Company and Enron Capital & Trade
             Resources Corp. dated August 5, 1997
             with Amendment dated September 25,
             1997 (Exhibit 10.25 to 1997 10-K).
    *10.18   Northern Border Pipeline Company
             U.S. Shippers Service Agreement
             between Northern Border Pipeline
             Company and Enron Capital & Trade
             Resources Corp. dated August 5, 1997
             (Exhibit 10.26 to 1997 10-K).
    *10.19   Northern Border Pipeline Company
             U.S. Shippers Service Agreement
             between Northern Border Pipeline
             Company and TransCanada Gas Services
             Inc., as agent for TransCanada
             PipeLines Limited dated August 5,
             1997 (Exhibit 10.27 to 1997 10-K).
    *10.20   Northern Border Pipeline Company
             U.S. Shippers Service Agreement
             between Northern Border Pipeline
             Company and TransCanada Gas Services
             Inc., as agent for TransCanada
             PipeLines Limited dated August 5,
             1997 (Exhibit 10.28 to 1997 10-K).
     10.21   Northern Border Pipeline Company
             Agreement among Northern Plains
             Natural Gas Company, Pan Border Gas
             Company, Northwest Border Pipeline
             Company, TransCanada Border PipeLine
             Ltd., TransCan Northern Ltd.,
             Northern Border Intermediate Limited
             Partnership, Northern Border
             Partners, L.P., and the Management
             Committee of Northern Border
             Pipeline, dated as of March 17, 1999.
     21      The subsidiaries of Northern Border
             Partners, L.P. are Northern Border
             Intermediate Limited Partnership,
             Northern Border Pipeline Company,
             Black Mesa Holdings, Inc., Black
             Mesa Pipeline, Inc., Black Mesa
             Pipeline Operations L.L.C. Williams
             Technologies, Inc. and Williams
             Technologies L.L.C.
    *23.01   Consent of Arthur Andersen LLP (Exhibit
             23.01 to the Partnership's Annual
             Report on Form 10-K for the year
             ended December 31, 1998).
    *99.1    Northern Plains Natural Gas Company
             Phantom Unit Plan (Exhibit 99.1 to
             Form S-8, Registration No. 333-
             66949).
    *Indicates exhibits incorporated by reference
as indicated; all other exhibits are filed
herewith.

     (b)Reports
     No reports on Form 8-K were filed by the
     Partnership during the last quarter of 1998.

<PAGE>
                           SIGNATURES
                                

   Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this Form 10-K/A amending
it's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 to be signed on its behalf by the undersigned,
thereunto duly authorized on this 24th day of March, 1999.
                    
                    
                              NORTHERN BORDER PARTNERS, L.P.
                              (A Delaware Limited Partnership)
                              
                              
                              
                              
                              By:  LARRY L. DEROIN
                                   Larry L. DeRoin
                                   Chief Executive Officer
                    
                    
                    
   Pursuant to the requirements of the Securities Exchange Act of
1934 this Form 10-K/A amending it's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998 has been signed below
by the following persons in the capacities and on the dates
indicated.

   Signature                  Title                         Date



   LARRY L. DEROIN       Chief Executive Officer and     March 24, 1999
   Larry L. DeRoin       Chairman of the Partnership
                         Policy Committee
                         (Principal Executive Officer)



   STANLEY C. HORTON     Member of Partnership Policy    March 24, 1999
   Stanley C. Horton     Committee



   BRIAN E. O'NEILL      Member of Partnership Policy    March 24, 1999
   Brian E. O'Neill      Committee



   JERRY L. PETERS       Chief Financial and             March 24, 1999
   Jerry L. Peters       Accounting Officer