UNITED STATES SECURITIES AND EXCHANGE
                             COMMISSION
                       WASHINGTON, D.C. 20549
                              FORM 10-Q




QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2001




                   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 of     (I.R.S. Employer Identification
incorporation or organization)                Number)


        Enron Building
      1400 Smith Street
        Houston, Texas                         77002
(Address of principal executive              (Zip code)
           offices)


                            (713) 853-6161
         (Registrant's telephone number, including area code)




   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 [ ]



                               1 of 19

<PAGE>
           NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES

                          TABLE OF CONTENTS




                                                           Page No.
PART I.   FINANCIAL INFORMATION

   ITEM 1.  Financial Statements

       Consolidated Statement of Income -
          Three Months Ended March 31, 2001 and 2000           3
       Consolidated Statement of Comprehensive Income -
          Three Months Ended March 31, 2001 and 2000           3
       Consolidated Balance Sheet - March 31, 2001
          and December 31, 2000                                4
       Consolidated Statement of Cash Flows -
          Three Months Ended March 31, 2001 and 2000           5
       Consolidated Statement of Changes in Partners'
          Equity - Three Months Ended March 31, 2001           6
       Notes to Consolidated Financial Statements              7

   ITEM 2.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations     12

   ITEM 3.  Quantitative and Qualitative Disclosures About
             Market Risk                                       17

PART II.  OTHER INFORMATION

   ITEM 6.  Exhibits and Reports on Form 8-K                   18


<PAGE>
<TABLE>
                    PART I. FINANCIAL INFORMATION

                    ITEM 1. FINANCIAL STATEMENTS

           NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENT OF INCOME
               (In Thousands, Except Per Unit Amounts)
                             (Unaudited)

<CAPTION>
                                           Three Months Ended
                                                March 31,
                                             2001      2000

<S>                                         <C>       <C>
OPERATING REVENUES, NET                     $87,960   $81,517

OPERATING EXPENSES
 Operations and maintenance                  16,017    12,874
 Depreciation and amortization               15,694    15,589
 Taxes other than income                      4,093     7,883

   Operating expenses                        35,804    36,346

OPERATING INCOME                             52,156    45,171

INTEREST EXPENSE                             21,696    18,691

OTHER INCOME (EXPENSE)
 Equity earnings (losses) of
   unconsolidated affiliates                   (217)     (357)
 Other income (expense)                      (1,503)      466

   Total other income (expense)              (1,720)      109

MINORITY INTERESTS IN NET INCOME             10,767     8,623

NET INCOME TO PARTNERS                      $17,973   $17,966

NET INCOME PER UNIT                         $   .54   $   .59

NUMBER OF UNITS USED IN COMPUTATION          31,565    29,347
</TABLE>



<TABLE>
           NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
           CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                           (In Thousands)
                             (Unaudited)

<CAPTION>
                                          Three Months Ended
                                               March 31,
                                             2001      2000

<S>                                         <C>       <C>
Net income to partners                      $17,973   $17,966
Other comprehensive income:
 Transition adjustment from adoption
   of SFAS No. 133                           22,183        --
 Change associated with current period
   hedging transactions                      (3,015)       --

Total comprehensive income                  $37,141   $17,966

<FN>
  The accompanying notes are an integral part of these consolidated
                        financial statements.
</TABLE>


<PAGE>
<TABLE>
              PART I. FINANCIAL INFORMATION (Continued)

              ITEM 1. FINANCIAL STATEMENTS (Continued)

           NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET
                           (In Thousands)
                             (Unaudited)

<CAPTION>
                                             March 31,   December 31,
ASSETS                                         2001          2000

<S>                                         <C>          <C>
CURRENT ASSETS
 Cash and cash equivalents                  $   67,072   $   35,363
 Accounts receivable                            35,229       40,617
 Materials and supplies, at cost                 5,372        5,736

   Total current assets                        107,673       81,716

TRANSMISSION PLANT
 Property, plant and equipment               2,480,366    2,454,918
 Less: Accumulated provision for
   depreciation and amortization               738,013      722,842

   Property, plant and equipment, net        1,742,353    1,732,076

INVESTMENTS AND OTHER ASSETS
 Investment in unconsolidated affiliates       223,600      221,625
 Investment in gas gathering and
   processing businesses                       381,690           --
 Goodwill                                       28,160       28,405
 Other                                          24,650       18,898

   Total investments and other assets          658,100      268,928

   Total assets                             $2,508,126   $2,082,720


LIABILITIES AND PARTNERS' EQUITY

CURRENT LIABILITIES
 Current maturities of long-term debt       $   44,557   $   44,464
 Accounts payable                               12,658       35,413
 Accrued taxes other than income                26,447       28,493
 Accrued interest                               12,991       15,635
 Accumulated provision for rate refunds             --        4,726

   Total current liabilities                    96,653      128,731

LONG-TERM DEBT, NET OF CURRENT MATURITIES    1,378,861    1,127,498

MINORITY INTERESTS IN PARTNERS' EQUITY         253,281      248,098

RESERVES AND DEFERRED CREDITS                    6,119        6,119

PARTNERS' EQUITY
   Partner's capital                           754,044      572,274
   Accumulated other comprehensive income       19,168           --

    Total partners' equity                     773,212      572,274

   Total liabilities and partners' equity   $2,508,126   $2,082,720


<FN>
  The accompanying notes are an integral part of these consolidated
                        financial statements.
</TABLE>


<PAGE>
<TABLE>
              PART I. FINANCIAL INFORMATION (Continued)

              ITEM 1. FINANCIAL STATEMENTS (Continued)

           NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF CASH FLOWS
                           (In Thousands)
                             (Unaudited)

<CAPTION>
                                             Three Months Ended
                                                  March 31,
                                             2001      2000

<S>                                                <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income to partners                            $ 17,973   $ 17,966
 Adjustments to reconcile net income to partners
  to net cash provided by operating activities:
   Depreciation and amortization                     15,785     15,641
   Minority interests in net income                  10,767      8,623
   Provision for rate refunds                         2,036      6,916
   Rate refunds paid                                 (6,762)        --
   Changes in components of working capital            (152)   (11,685)
   Other                                               (421)       (74)

      Total adjustments                              21,253     19,421

   Net cash provided by operating activities         39,226     37,387

CASH FLOWS FROM INVESTING ACTIVITIES:
 Investment in unconsolidated affiliates             (3,161)    (2,109)
 Acquisition of gas gathering and
   processing businesses                           (198,659)        --
 Capital expenditures for property, plant
   and equipment                                    (25,391)      (380)

   Net cash used in investing activities           (227,211)    (2,489)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Cash distributions to Unitholders and
   General Partners                                 (22,969)   (19,671)
 Distributions to Minority Interests                 (9,420)    (9,261)
 Issuance of long-term debt                         335,703     20,000
 Decrease in bank overdraft                         (22,437)        --
 Issuance of partnership interests, net               3,735         --
 Payments on termination of derivatives              (4,346)        --
 Long-term debt financing costs                      (2,440)      (101)
 Retirement of long-term debt                       (58,132)      (749)

   Net cash provided by (used in)
    financing activities                            219,694     (9,782)

NET CHANGE IN CASH AND CASH EQUIVALENTS              31,709     25,116

Cash and cash equivalents-beginning of period        35,363     22,927

Cash and cash equivalents-end of period            $ 67,072   $ 48,043

Supplemental Disclosures of Cash Flow Information:
 Cash paid for:
   Interest (net of amount capitalized)            $ 24,898   $ 27,820

Changes in components of working capital:
   Accounts receivable                             $  5,388   $ (5,554)
   Materials and supplies                               364     (1,430)
   Under/over recovered cost of service                  --      2,335
   Accounts payable                                  (1,214)      (256)
   Accrued taxes other than income                   (2,046)     2,196
   Accrued interest                                  (2,644)    (8,976)

    Total                                          $   (152)  $(11,685)

<FN>
  The accompanying notes are an integral part of these consolidated
                        financial statements.
</TABLE>


<PAGE>
<TABLE>
              PART I. FINANCIAL INFORMATION (Continued)

              ITEM 1. FINANCIAL STATEMENTS (Continued)

           NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
        CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' EQUITY
                           (In Thousands)
                             (Unaudited)

<CAPTION>
                                                         Accumulated
                                                            Other
                                  General     Common    Comprehensive   Total
                                  Partners    Units         Income      Equity

 <S>                              <C>        <C>          <C>          <C>
 Balance at December 31, 2000     $11,445    $560,829     $    --      $572,274

 Net income to partners               818      17,155          --        17,973

 Transition adjustment from
   adoption of SFAS No. 133            --          --       22,183       22,183

 Change associated with current
   period hedging transactions         --          --       (3,015)      (3,015)

 Issuance of partnership
   interests, net                   3,735     183,031           --      186,766

 Distributions to partners           (917)    (22,052)          --      (22,969)

 Balance at March 31, 2001        $15,081    $738,963      $19,168     $773,212

<FN>
The accompanying notes are an integral part of this consolidated
                        financial statement.
</TABLE>


<PAGE>
             PART I. FINANCIAL INFORMATION - (Continued)

             ITEM 1. FINANCIAL STATEMENTS - (Continued)

           NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. BASIS OF PRESENTATION

   The consolidated financial statements included herein have been
prepared by Northern Border Partners, L.P. (the "Partnership")
without audit pursuant to the rules and regulations of the
Securities and Exchange Commission ("SEC").  Accordingly, they
reflect all adjustments which are, in the opinion of management,
necessary for a fair presentation of the financial results for the
interim periods.  Certain information and notes normally included in
financial statements prepared in accordance with accounting
principles generally accepted in the United States have been
condensed or omitted pursuant to such rules and regulations.
However, the Partnership believes that the disclosures are adequate
to make the information presented not misleading.  These
consolidated financial statements should be read in conjunction with
the consolidated financial statements and the notes thereto included
in the Partnership's Annual Report on Form 10-K for the year ended
December 31, 2000.

   The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
requires management to make assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those estimates.

   The Partnership owns a 70% general partner interest in Northern
Border Pipeline Company.  Crestone Energy Ventures, L.L.C.; Bear Paw
Energy, L.L.C.; Border Midstream Services, Ltd., a Canadian company;
Midwestern Gas Transmission Company; and Black Mesa Holdings, Inc.
are wholly-owned subsidiaries of the Partnership.  Crestone Energy
Ventures owns a 49% common membership interest and a 100% class A
share interest in Bighorn Gas Gathering, L.L.C.; a 33% interest in
Fort Union Gas Gathering, L.L.C.; and a 35% interest in Lost Creek
Gathering, L.L.C.  Crestone Gathering Services, L.L.C. is a wholly-
owned subsidiary of Crestone Energy Ventures.

2. ACQUISITION

   On March 30, 2001, the Partnership completed the acquisition of
Bear Paw Energy for $381.7 million.  The purchase price consisted of
$198.7 million in cash and the issuance of 5.7 million common units
valued at $183.0 million.  Bear Paw Energy has extensive gathering
and processing operations in the Powder River Basin in Wyoming and
the Williston Basin in Montana and North Dakota.  Bear Paw Energy
has approximately 226,000 acres under dedication and 600 miles of
gathering pipelines in the Powder River Basin.  In the Williston
Basin, Bear Paw Energy has over 2,800 miles of gathering pipelines
and four processing plants with 90 million cubic feet per day of
capacity.  At March 31, 2001, the acquisition of Bear Paw Energy is
reflected as an investment in gas gathering and processing
businesses on the accompanying consolidated balance sheet.  The
Partnership is currently in the process of allocating the purchase
price.

   In connection with the issuance of the common units for Bear Paw
Energy, the Partnership's general partners made capital
contributions to the Partnership of $3.7 million to maintain a 2%
general partner interest in accordance with the partnership
agreement.

3. RATE CASE

   Northern Border Pipeline filed a rate proceeding with the Federal
Energy Regulatory Commission ("FERC") in May 1999 for, among other
things, a redetermination of its allowed equity rate of return.  The
total annual cost of service increase due to Northern Border
Pipeline's proposed changes was approximately $30 million.  In June
1999, the FERC issued an order in which the proposed changes were
suspended until December 1, 1999, after which the proposed changes
were implemented with subsequent billings subject to refund.

   In September 2000, Northern Border Pipeline filed a stipulation
and agreement with the FERC that documented the proposed settlement
of its pending rate case.  The settlement was approved by the FERC
in December 2000.  Under the approved settlement, effective December
1, 1999, shippers will pay stated transportation rates based on a
straight-fixed variable rate design.  From December 1, 1999, through
and including December 31, 2000, the rates were based upon an annual
revenue level of $307 million.  Beginning January 1, 2001, the rates
are based upon an annual revenue level of $305 million.

   After the FERC approved the rate case settlement and prior to the
end of 2000, Northern Border Pipeline made estimated refund payments
to its shippers totaling approximately $22.7 million, primarily
related to the period from December 1999 to November 2000.  During
the first quarter of 2001, Northern Border Pipeline paid the
remaining refund obligation to its shippers totaling approximately
$6.8 million, which related to periods through January 2001.

4. CERTIFICATE APPLICATION

   On March 16, 2000, the FERC issued an order granting Northern
Border Pipeline's application for a certificate to construct and
operate the proposed expansion and extension of its pipeline system
into Indiana ("Project 2000").  The FERC approved Northern Border
Pipeline's request for a certificate to construct and operate the
proposed facilities.  The FERC approved Northern Border Pipeline's
request for rolled-in rate treatment based upon the proposed project
costs.  The project has a targeted in-service date of November 2001.
The capital expenditures for the project are budgeted to be
approximately $94 million, of which $14.7 million had been incurred
through March 31, 2001.

5. CREDIT FACILITIES AND LONG-TERM DEBT

   In March 2001, the Partnership completed a private offering of
$225 million of 7.10% Senior Notes due 2011 ("2001 Partnership
Senior Notes").  The Partnership will register an exchange offer
with the SEC to exchange the 2001 Partnership Senior Notes for notes
with substantially identical terms.  The indenture under which the
2001 Partnership Senior Notes were issued does not limit the amount
of unsecured debt the Partnership may incur, but does contain
material financial covenants, including restrictions on incurrence
of secured indebtedness.  The proceeds from the 2001 Partnership
Senior Notes were used to fund a portion of the acquisition of Bear
Paw Energy (see Note 2).

   In March 2001, the Partnership entered into a $200 million three-
year revolving credit agreement with certain financial institutions
("2001 Partnership Credit Agreement").  The 2001 Partnership Credit
Agreement is to be used for capital expenditures, acquisitions
and general business purposes.  The 2001 Partnership Credit Agreement
permits the Partnership to choose among various interest rate options,
to specify the portion of the borrowings to be covered by specific
interest rate options and to specify the interest rate period.
The Partnership is required to pay a fee on the principal commitment
amount of $200 million.  The 2001 Partnership Credit Agreement replaced
revolving credit agreements entered into in June 2000.  At March 31, 2001,
$73.0 million was outstanding under the 2001 Partnership Credit
Agreement at an average effective interest rate of 6.35%.

6. BUSINESS SEGMENT INFORMATION

   The Partnership's reportable segments are strategic business
units that offer different services.  The Partnership evaluates
performance based on EBITDA (net income before minority interests;
interest expense; and depreciation and amortization, including
goodwill amortization, which is netted against equity earnings of
unconsolidated affiliates).

<TABLE>
<CAPTION>
                                                    Gas
                          Interstate    Coal     Gathering
   (In thousands)          Pipeline    Slurry       (a)      Other(b)     Total

   <S>                    <C>          <C>       <C>         <C>       <C>
   Three Months Ended
     March 31, 2001
   Revenues from
     external customers   $   77,040   $ 5,421   $  5,499    $    --   $   87,960
   EBITDA                     65,398     2,112      2,580     (2,388)      67,702
   Total assets           $1,743,720   $28,293   $682,769    $53,344   $2,508,126
</TABLE>

<TABLE>
<CAPTION>
                                                    Gas
                          Interstate    Coal     Gathering
   (In thousands)          Pipeline    Slurry       (a)      Other(b)     Total

   <S>                    <C>          <C>        <C>        <C>        <C>
   Three Months Ended
     March 31, 2000
   Revenues from
     external customers   $   76,241   $ 5,276    $     --   $    --    $   81,517
   EBITDA                     59,870     1,684        (189)      (328)      61,037
   Total assets           $1,805,436   $31,005    $ 33,647   $  6,086   $1,876,174

<FN>
(a)  Gas gathering operating results commence from the date of the
     acquisition of gas gathering and processing businesses in September
     2000, except for equity earnings of Bighorn Gas Gathering, which
     commenced in January 2000.
(b)  Includes other items not allocable to segments.
</TABLE>

7. NET INCOME PER UNIT

   Net income per unit is computed by dividing net income, after
deduction of the general partners' allocation, by the weighted
average number of outstanding common units.  The general partners'
allocation is equal to an amount based upon their collective 2%
general partner interest adjusted for incentive distributions.  The
distribution to partners amount shown on the accompanying
consolidated statement of changes in partners' equity includes
incentive distributions to the general partners of approximately
$0.5 million.

   On April 19, 2001, the Partnership declared a cash distribution
of $0.7625 per unit ($3.05 per unit on an annualized basis) for the
quarter ended March 31, 2001.  The distribution is payable May 15,
2001, to unitholders of record at April 30, 2001.

8. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

   The Partnership uses financial instruments in the management of
its interest rate exposure.  A control environment has been
established which includes policies and procedures for risk
assessment and the approval, reporting and monitoring of financial
instrument activities.  As a result, the Partnership has entered
into various interest rate swap agreements with major financial
institutions to hedge its interest rate risk.

   In 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities,"
which was subsequently amended by SFAS No. 137 and SFAS No. 138.
SFAS No. 133 requires that every derivative instrument (including
certain derivative instruments embedded in other contracts) be
recorded on the balance sheet as either an asset or liability
measured at its fair value.  The statement requires that changes in
the derivative's fair value be recognized currently in earnings
unless specific hedge accounting criteria are met.  Special
accounting for qualifying hedges allows a derivative's gains and
losses to offset related results on the hedged item in the income
statement, and requires that a company formally document, designate
and assess the effectiveness of transactions that receive hedge
accounting.  The Partnership adopted SFAS No. 133 beginning January
1, 2001.

   At December 31, 2000, the Partnership had classified $26.0
million of unamortized proceeds from the termination of derivatives
in long-term debt.  This included unamortized proceeds of $14.9
million from the termination of interest rate swap agreements by the
Partnership in December 2000 and $11.1 million from the termination
of interest rate forward agreements by Northern Border Pipeline in
August 1999.  As a result of the adoption of SFAS No. 133, the
Partnership reclassified $22.7 million from long-term debt to
accumulated other comprehensive income and $3.3 million from long-
term debt to minority interests in partners' equity.  The
Partnership is reflecting in consolidated accumulated other
comprehensive income its 70% share of Northern Border Pipeline's
accumulated other comprehensive income.  The remaining 30% is
reflected as an adjustment to minority interests in partners'
equity.

   Also upon adoption of SFAS No. 133, Northern Border Pipeline
designated an outstanding interest rate swap agreement with a
notional amount of $40.0 million as a cash flow hedge.  As a result,
the Partnership recorded a non-cash loss of $0.5 million in
accumulated other comprehensive income and $0.3 million as an
adjustment to minority interests in partners' equity.

   In February 2001, the Partnership entered into forward starting
interest rate swaps with notional amounts totaling $150 million
related to the anticipated issuance of fixed rate debt.  Upon
issuance of the 2001 Partnership Senior Notes in March 2001, the
Partnership paid approximately $4.3 million to terminate the swaps,
which was recorded in accumulated other comprehensive income.  The
swaps were designated as cash flow hedges as they were entered into to
hedge the fluctuations in Treasury rates and spreads between the
execution date of the swaps and the issuance of the 2001 Partnership
Senior Notes.

   During the first quarter of 2001, the Partnership amortized
approximately $0.6 million related to the terminated derivatives
from accumulated other comprehensive income to interest expense, and
expects to amortize comparable amounts in each of the remaining
quarters of 2001.

   In March 2001, Northern Border Pipeline entered into forward
starting interest rate swaps with notional amounts totaling $200
million related to the planned issuance of 10-year and 30-year
senior notes.  The swap instruments may be settled any time prior to
their expiration date on October 1, 2001.  The swaps have been
designated as cash flow hedges as they were entered into to hedge
the fluctuations in Treasury rates and spreads between the execution
date of the swaps and the issuance date of the senior notes.  At
March 31, 2001, Northern Border Pipeline recognized a non-cash gain
in accumulated other comprehensive income of approximately $2.7
million, with a corresponding amount reflected in other assets on
the accompanying consolidated balance sheet.

9. SUBSEQUENT EVENTS

   In April 2001, the Partnership sold 407,550 common units.
In conjunction with the issuance of the additional common units,
the Partnership's general partners made capital contributions to
the Partnership to maintain a 2% general partner interest in
accordance with the partnership agreements.  The net proceeds of
the sale and the general partners'capital contributions totaled
approximately $14.7 million and were primarily used to repay
amounts borrowed under the 2001 Partnership Credit Agreement.

   On April 4, 2001, Border Midstream Services completed the
acquisition of the Mazeppa and Gladys sour gas processing plants,
gas gathering systems and a minority interest in the Gregg Lake/Obed
Pipeline for $70 million (Canadian) or $45 million (U.S.).  The
Partnership had previously entered into a forward purchase of
Canadian dollars to fund the acquisition and recognized a loss of
approximately $2.0 million due to movements in the exchange rate,
which is included in other income (expense) on the accompanying
consolidated statement of income.  The Mazeppa and Gladys plants,
which are located near Calgary, Alberta, have a combined capacity of
87 million cubic feet per day.  The Gregg Lake/Obed Pipeline system,
which is located near Edmonton, Alberta, is comprised of 85 miles of
gathering lines with a capacity of approximately 150 million cubic
feet per day.

   On April 30, 2001, the Partnership acquired Midwestern Gas
Transmission for approximately $100 million.  The system is a 350-
mile interstate natural gas pipeline extending from Portland,
Tennessee to Joliet, Illinois with a capacity of 650 million cubic
feet per day.  Midwestern Gas Transmission connects to seven other
major interstate pipeline systems, including Northern Border
Pipeline.

<PAGE>
             PART I. FINANCIAL INFORMATION - (Continued)

           ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS

           NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES


Results of Operations

   Northern Border Partners, L.P. (the "Partnership") owns a 70%
general partner interest in Northern Border Pipeline Company.
Northern Border Pipeline's revenue is derived from agreements with
various shippers for the transportation of natural gas.  It
transports gas under a Federal Energy Regulatory Commission ("FERC")
regulated tariff.  Northern Border Pipeline had used a cost of
service form of tariff since its inception but agreed to convert to
a stated rate form of tariff as part of the settlement of its
current rate case discussed below.

   Under the cost of service tariff, Northern Border Pipeline was
provided an opportunity to recover all of the operations and
maintenance costs of the pipeline, taxes other than income taxes,
interest, depreciation and amortization, an allowance for income
taxes and a regulated return on equity.  Northern Border Pipeline
was generally allowed to collect from its shippers a return on
regulated rate base as well as recover that rate base through
depreciation and amortization.  Billings for the firm transportation
agreements were based on contracted volumes to determine the
allocable share of the cost of service and were not dependent upon
the percentage of available capacity actually used.

   Northern Border Pipeline filed a rate proceeding with the FERC in
May 1999 for, among other things, a redetermination of its allowed
equity rate of return.  In September 2000, Northern Border Pipeline
filed a stipulation and agreement with the FERC that documented the
proposed settlement of its pending rate case.  The settlement was
approved by the FERC in December 2000.  Under the approved
settlement, effective December 1, 1999, shippers will pay stated
transportation rates based on a straight-fixed variable rate design.
Under the straight-fixed variable rate design, approximately 98% of
the agreed upon revenue level is attributed to demand charges, based
upon contracted firm capacity, and the remaining 2% is attributed to
commodity charges, based on the volumes of gas actually transported
on the system.

   As of December 31, 2000, the termination dates of the shippers'
contracts ranged from October 31, 2003 to December 21, 2013 and the
weighted average contract life was approximately six years with just
under 99% of capacity contracted through mid-September 2003.
Contracts for approximately 44% of the capacity will expire between
mid-September 2003 and the end of October 2005.

   Crestone Energy Ventures acquired its interests in Fort Union Gas
Gathering, L.L.C., Lost Creek Gathering, L.L.C., Crestone Gathering
Services, L.L.C. and a portion of Bighorn Gas Gathering, L.L.C. in
September 2000.  Prior to that time, Crestone Energy Ventures sole
asset was its investment in Bighorn Gas Gathering.

First Quarter 2001 Compared With First Quarter 2000

   Operating revenues, net increased $6.4 million (8%) for the first
quarter of 2001, as compared to the same period in 2000, due
primarily to $5.5 million of revenues from Crestone Energy Ventures.
Net operating revenues attributable to Northern Border Pipeline
increased $0.8 million for the first quarter of 2001, from the same
period in 2000.  Northern Border Pipeline's net operating revenues
for 2001 reflect the rate case settlement discussed above.  Net
operating revenues for 2000 were determined under Northern Border
Pipeline's cost of service tariff.

   Operations and maintenance expense increased $3.1 million (24%)
for the first quarter of 2001, as compared to the same period in
2000, due primarily to $4.1 million of expense from Crestone Energy
Ventures.  Operations and maintenance expense attributable to
Northern Border Pipeline decreased $0.5 million.

  Taxes other than income decreased $3.8 million (48%) for the first
quarter  of  2001,  as  compared to the same  period  in  2000,  due
primarily  to  Northern  Border Pipeline's adjustments  to  previous
estimates of ad valorem taxes.

   Consolidated interest expense increased $3.0 million (16%) for
the first quarter of 2001, as compared to the same period in 2000.
Interest expense for the Partnership increased approximately $4.3
million (222%) for the first quarter of 2001, as compared to the
same period in 2000, due to additional borrowings and an increase in
interest rates.  The additional borrowings were made primarily for
the acquisition of gas gathering businesses in the Powder River and
Wind River basins in Wyoming in June 2000 and September 2000 and the
acquisition of Bear Paw Energy, L.L.C. in March 2001 (see Note 2 -
Notes to Consolidated Financial Statements).  Interest expense
attributable to Northern Border Pipeline decreased $1.2 million (8%)
for the first quarter of 2001, as compared to the same period in
2000, due primarily to a decrease in average debt outstanding.

   Other income (expense) decreased $1.8 million for the first
quarter of 2001, as compared to the same period in 2000.  The
results for 2001 included non-recurring charges of $2.4 million,
primarily related to a loss on a forward purchase of Canadian
dollars to fund the acquisition of gathering and processing assets
in Alberta (see Note 9 - Notes to Consolidated Financial
Statements).

Liquidity and Capital Resources

General

   Northern Border Pipeline had previously entered into a 1997
credit agreement ("Pipeline Credit Agreement") with certain
financial institutions, which is comprised of a $200 million
five-year revolving credit facility and a $414 million term loan,
both maturing in June 2002.  At March 31, 2001, $62 million was
outstanding under the five-year revolving credit facility.

   At March 31, 2001, Northern Border Pipeline also had outstanding
$184 million of senior notes issued in a $250 million private
placement under a July 1992 note purchase agreement.  The note
purchase agreement provides for four series of notes, Series A
through D, maturing between August 2000 and August 2003.  The Series
A Notes with a principal amount of $66 million were repaid in August
2000.  The Series B Notes with a principal amount of $41 million
mature in August 2001.  Northern Border Pipeline anticipates
borrowing on the Pipeline Credit Agreement to repay the Series B
Notes.

   In March 2001, Northern Border Pipeline entered into forward
starting interest rate swaps with notional amounts totaling $200
million related to the planned issuance of 10-year and 30-year
senior notes.  The swap instruments may be settled any time prior to
their expiration date on October 1, 2001.  The proceeds from the
senior notes will be used to repay outstanding indebtedness.

   The Partnership completed a private offering of $150 million of 8
7/8% Senior Notes due 2010 ("2000 Partnership Senior Notes") in June
2000.  In September 2000, the Partnership completed an additional
private offering of $100 million of 2000 Partnership Senior Notes.
The 2000 Partnership Senior Notes were subsequently exchanged in a
registered offering for notes with substantially identical terms.
The proceeds from the 2000 Partnership Senior Notes were used in
acquisitions made by the Partnership in June 2000 and September
2000.

   In March 2001, the Partnership completed a private offering of
$225 million of 7.10% Senior Notes due 2011 ("2001 Partnership
Senior Notes").  The Partnership will register an exchange offer
with the Securities and Exchange Commission to exchange the 2001
Partnership Senior Notes for notes with substantially identical
terms.  The indenture under which the 2001 Partnership Senior Notes
were issued does not limit the amount of unsecured debt the
Partnership may incur, but does contain material financial
covenants, including restrictions on incurrence of secured
indebtedness.  The proceeds from the 2001 Partnership Senior Notes
were used to fund a portion of the acquisition of Bear Paw Energy
(see Note 2 - Notes to Consolidated Financial Statements).

   In March 2001, the Partnership entered into a $200 million three-
year revolving credit agreement with certain financial institutions
("2001 Partnership Credit Agreement").  The 2001 Partnership Credit
Agreement is to be used for capital expenditures, acquisitions
and general business purposes.  The 2001 Partnership Credit
Agreement replaced revolving credit agreements entered into in June
2000.  At March 31, 2001, $73.0 million was outstanding under the
2001 Partnership Credit Agreement.

   The Partnership sold 407,550 common units in April 2001.
In conjunction with the issuance of the additional common units,
the Partnership's general partners made capital contributions to
the Partnership to maintain a 2% general partner interest in
accordance with the partnership agreements.  The net proceeds of
the sale and the general partners'capital contributions totaled
approximately $14.7 million and were primarily used to repay
amounts borrowed under the 2001 Partnership Credit Agreement.

   Short-term liquidity needs will be met by internal sources and
through the credit facilities discussed above.  Long-term capital
needs may be met through the ability to issue long-term indebtedness
as well as additional limited partner interests of the Partnership.

Cash Flows From Operating Activities

   Cash flows provided by operating activities increased $1.8
million to $39.2 million for the first quarter of 2001, as compared
to the same period in 2000, due primarily to a reduction in accounts
receivable.  This was partially offset by net cash outflows of
approximately $4.7 million related to Northern Border Pipeline's
rate case.  During the first quarter of 2001, Northern Border
Pipeline made refunds to its shippers totaling $6.8 million, which
included approximately $2.1 million collected in the first quarter
of 2001 with the remainder collected previously.

Cash Flows From Investing Activities

   The investment in unconsolidated affiliates of $3.2 million and
$2.1 million for the first quarter of 2001 and 2000, respectively,
reflects capital contributions to Bighorn Gas Gathering.

   Acquisition of gas gathering and processing businesses of $198.7
million for the first quarter of 2001 represents the cash portion of
the purchase price of Bear Paw Energy in March 2001.  The purchase
also involved the issuance of 5.7 million common units valued at
$183.0 million, for a total purchase price of $381.7 million.

   Capital expenditures of $25.4 million for the first quarter of
2001 included $3.8 million for Northern Border Pipeline's Project
2000 (see Note 4 - Notes to Consolidated Financial Statements) and
$20.7 million for gas gathering facilities for Crestone Energy
Ventures.  The remaining capital expenditures for 2001 are primarily
related to renewals and replacements of Northern Border Pipeline's
existing facilities.  For the same period in 2000, capital
expenditures were $0.4 million primarily related to Project 2000.

   Total capital expenditures, business acquisitions and investments
in unconsolidated affiliates for 2001 are estimated to be $717
million, which includes $410 million completed through the end of
the first quarter of 2001.  Capital expenditures for the interstate
pipelines are estimated to be $80 million, including approximately
$62 million for Northern Border Pipeline's Project 2000 and
approximately $18 million primarily for renewals and replacements of
existing facilities.  Northern Border Pipeline currently anticipates
funding its 2001 capital expenditures primarily by using internal
sources and borrowing on the Pipeline Credit Agreement.  Capital
expenditures for gas gathering and processing facilities are
estimated to be $89 million and additional investments in
unconsolidated affiliates are estimated to be $19 million for 2001.
Total business acquisitions are estimated to be $529 million.  The
Partnership anticipates financing its capital requirements primarily
by borrowing on the 2001 Partnership Credit Agreements and by
issuing partnership interests.

Cash Flows From Financing Activities

   Cash flows provided by financing activities were $219.7 million
for the first quarter of 2001 as compared to cash flows used in
financing activities of $9.8 million for the first quarter of 2000.
Cash distributions to the unitholders and the general partners
increased $3.3 million to $23.0 million.  The number of common units
increased from 29.3 million common units to 31.5 million common
units.  The distribution paid in the first quarter of 2001 was $0.70
per unit as compared to $0.65 per unit for the first quarter of
2000.  The net proceeds from the private offering of the 2001
Partnership Senior Notes totaled approximately $223.2 million.
Borrowings under the 2001 Partnership Credit Agreement were $73.0
million for the first quarter of 2001.  The proceeds from the 2001
Partnership Senior Notes and the 2001 Partnership Credit Agreement
were primarily used to fund the acquisition of Bear Paw Energy
discussed previously and to repay $47.3 million of indebtedness
outstanding on a prior credit facility.  For the first quarter of 2001,
Northern Border Pipeline recognized a decrease in bank overdraft of
$22.4 million.  At December 31, 2000, Northern Border Pipeline reflected
the bank overdraft primarily due to refund checks outstanding.  In March
2001, the Partnership paid approximately $4.3 million to terminate
interest rate swap agreements (see Note 8 - Notes to Consolidated Financial
Statements).  Financing activities for 2001 reflect $3.7 million in
capital contributions by the Partnership's general partners to
maintain their 2% general partner interest after the common units
were issued for the acquisition of Bear Paw Energy (see Note 2 -
Notes to Consolidated Financial Statements).

Information Regarding Forward Looking Statements

   The statements in this Quarterly Report that are not historical
information are forward looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934.  Such forward looking statements
include the discussions in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and in "Notes to
Consolidated Financial Statements" regarding Northern Border
Pipeline's efforts to pursue opportunities to further increase its
capacity.  Although the Partnership believes that its expectations
regarding future events are based on reasonable assumptions within
the bounds of its knowledge of its business, it can give no
assurance that its goals will be achieved or that its expectations
regarding future developments will be realized.  Important factors
that could cause actual results to differ materially from those in
the forward looking statements herein include industry results,
future demand for natural gas, availability of supplies of Canadian
natural gas, political and regulatory developments that impact FERC
proceedings involving Northern Border Pipeline, Northern Border
Pipeline's success in sustaining its positions in such proceedings
or the success of intervenors in opposing Northern Border Pipeline's
positions, competitive developments by Canadian and U.S. natural gas
transmission peers, political and regulatory developments in Canada,
and conditions of the capital markets and equity markets.

<PAGE>
             PART I. FINANCIAL INFORMATION - (Concluded)

 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

           NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES


   The Partnership's interest rate exposure results from variable
rate borrowings from commercial banks.  To mitigate potential
fluctuations in interest rates, the Partnership attempts to maintain
a significant portion of its debt portfolio in fixed rate debt.  The
Partnership also uses interest rate swap agreements to increase the
portion of its fixed rate debt.  Since December 31, 2000, there has
not been any material change to the Partnership's interest rate
exposure.

   The Partnership's recently acquired gas processing facilities are
subject to certain contracts that give it quantities of natural gas
and natural gas liquids as payment for processing services.  The
income and cash flow from these contracts will be impacted by
changes in these commodity prices.  The Partnership has hedged a
substantial portion of its commodity price risk under these
contracts for 2001 and approximately one-fourth of its commodity price
risk for 2002.

<PAGE>
                     PART II. OTHER INFORMATION

           NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES


ITEM 6. Exhibits and Reports on Form 8-K

(a)   Exhibits.

   None.

(b)   Reports on Form 8-K.

   None.

<PAGE>
                             SIGNATURES




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


                              NORTHERN BORDER PARTNERS, L.P.
                              (A Delaware Limited Partnership)

Date:  May 14, 2001          By:  JERRY L. PETERS
                                  Jerry L. Peters
                                  Chief Financial and Accounting
                                   Officer