As filed with the Securities and Exchange Commission on July 2, 1997
                                      Registration No. 333-______


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

                            FORM S-3

                     REGISTRATION STATEMENT

                             Under

                   THE SECURITIES ACT OF 1933
                       _________________

                 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
                  Telephone No. (713) 853-6161
 (Address, including zip code, and telephone number, including
    area code, of registrant's principal executive offices)
                       _________________

                          A. H. Davis
                    NBP Services Corporation
                       1400 Smith Street
                      Houston, Texas 77002
                         (713) 853-6941
   (Name, address, including zip code, and telephone number,
           including area code, of agent for service)
                       _________________

      Approximate date of commencement of proposed  sale  to  the
public:   From  time  to time after the effective  date  of  this
Registration   Statement  as  determined  in  light   of   market
conditions and other factors.

      If  the  only securities being registered on this Form  are
being  offered  pursuant  to dividend  or  interest  reinvestment
plans, please check the following box. [ ]

      If  any of the securities being registered on this Form are
to  be offered on a delayed or continuous basis pursuant to  Rule
415  under  the  Securities Act of 1933,  other  than  securities
offered only in connection with dividend or interest reinvestment
plans, please check the following box. [X]

      If this Form is filed to register additional securities for
an  offering  pursuant to Rule 462(b) under the  Securities  Act,
please  check  the  following box and  list  the  Securities  Act
registration   statement   number  of   the   earlier   effective
registration statement for the same offering.  [ ]

     If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list  the  Securities Act registration statement  number  of  the
earlier  effective registration statement for the same  offering.
[ ]

      If  delivery  of  the  prospectus is expected  to  be  made
pursuant to Rule 434, please check the following box.  [ ]


                       _________________

                CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                              Proposed        Proposed
                                Amount        maximum          maximum         Amount of
 Title  of  each class of       to be      offering price     aggregate       registration
securities to be registered   registered     per share*     offering price*       fee


<S>                            <C>              <C>           <C>              <C>
Common Units                   125,357          $29.00        $3,635,353       $1,102.00
                               Units

<FN>
*    Estimated  solely  for  the  purposes  of  calculating   the
     registration fee (based on the average of the high  and  low
     prices of the Common Units as reported in the New York Stock
     Exchange composite transaction reporting system on June  27,
     1997).

     The registrant hereby amends this registration statement  on
     such  date  or  dates  as  may be  necessary  to  delay  its
     effective  date  until the registrant shall file  a  further
     amendment  which specifically states that this  registration
     statement  shall thereafter become effective  in  accordance
     with  Section  8(a) of the Securities Act of 1933  or  until
     this  registration statement shall become effective on  such
     date  as  the  Commission, acting pursuant to  said  Section
     8(a), may determine.
</TABLE>

<PAGE>
PROSPECTUS
  
           SUBJECT TO COMPLETION, DATED JULY 2, 1997
                                
                 NORTHERN BORDER PARTNERS, L.P.
                                
                      125,357 Common Units
                                
             Representing Limited Partner Interests
                          _____________
    This Prospectus relates to up to 125,357 Common Units
  representing limited partner interests in Northern Border
  Partners, L.P., a Delaware limited partnership (the
  "Partnership"), which may be offered from time to time by
  certain unitholders named herein (the "Selling Unitholders").
  
    The Partnership has been advised that the Common Units being
  offered hereby may be sold from time to time by or on behalf
  of the Selling Unitholders in non-underwritten distributions
  on the New York Stock Exchange at prices prevailing on the New
  York Stock Exchange at the time of sale.  The Partnership will
  not receive the proceeds of any such sale.  See "Plan of
  Distribution."
  
    The Partnership's Common Units are listed on the New York
  Stock Exchange under the symbol "NBP".  On June 27, 1997, the
  last reported sales price of the Common Units on the New York
  Stock Exchange was $29.00 per Common Unit.
                         _____________
  
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
  SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES 
  COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR 
  ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
  ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY 
  IS A CRIMINAL OFFENSE.
                         _____________
  
  The date of this Prospectus is July __, 1997.
  
  
  
  
Information contained herein is subject to completion or
amendment.  A registration statement relating to these securities
has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective.  This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any
sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
  

     No dealer, salesman or other person has been authorized to
give any information or to make any representation not contained
in, or incorporated by reference in, this Prospectus, and, if
given or made, such information or representation must not be
relied upon as having been authorized by the Partnership or the
Selling Unitholders.  This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction to any person to
whom it is unlawful to make such offer or solicitation in such
jurisdiction.  Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create any
implication that the information herein is correct as of any time
subsequent to the date hereof or that there has been no change in
the affairs of the Partnership since such date.

                      AVAILABLE INFORMATION

     The Partnership is subject to the informational requirements
of the Securities Exchange Act of 1934 (the "Exchange Act"), and
in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission").  Such reports, proxy statements and other
information can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549; and at the following
Regional Offices of the Commission:  Midwest Regional Office, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661; and
Northeast Regional Office, 7 World Trade Center, Suite 1300, New
York, New York 10048.  Copies of such material can also be
obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at
prescribed rates or from the site maintained by the Commission on
the Internet World Wide Web at http://www.sec.gov.  The
Partnership's Common Units are listed on the New York Stock
Exchange, and reports, proxy statements and other information
concerning the Partnership can be inspected and copied at the
offices of such exchange at 20 Broad Street, New York, New York
10005.

     This Prospectus constitutes a part of a Registration
Statement on Form S-3 (together with all amendments and exhibits
thereto, the "Registration Statement") filed by the Partnership
with the Commission under the Securities Act with respect to the
Common Units offered hereby.  This Prospectus does not contain
all of the information set forth in such Registration Statement,
certain parts of which are omitted in accordance with the rules
and regulations of the Commission.  Reference is made to such
Registration Statement and to the exhibits relating thereto for
further information with respect to the Partnership and the
Common Units offered hereby.  Any statements contained herein
concerning the provisions of any document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission
or incorporated by reference herein are not necessarily complete,
and in each instance reference is made to the copy of such
document so filed for a more complete description of the matter
involved. Each such statement is qualified in its entirety by
such reference.

        INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed with the Commission by the
Partnership (File No. 1-12202) pursuant to Section 13(a) of the
Exchange Act are incorporated herein by reference as of their
respective dates:

          (a)  Annual Report on Form 10-K for the year ended
               December 31, 1996; and

          (b)  Quarterly Report on Form 10-Q for the quarter
               ended March 31, 1997.
          
     Each document filed by the Partnership pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the
offering of the Common Units pursuant hereto shall be deemed to
be incorporated herein by reference and to be a part hereof from
the date of filing of such document.  Any statement contained
herein or in a document all or a portion of which is incorporated
or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Prospectus.

     The Partnership will provide without charge to each person
to whom a copy of this Prospectus is delivered, on the request of
any such person, a copy of any or all of the foregoing documents
incorporated herein by reference other than exhibits to such
documents (unless such exhibits are specifically incorporated by
reference into the documents that this Prospectus incorporates).
Written or telephone requests for such copies should be directed
to Secretary Division, Northern Border Partners, L.P., at its
principal executive offices, 1400 Smith Street, Houston, Texas
77002 (telephone: 713-853-6161).

                            BUSINESS

General

     Northern Border Partners, L.P. through a subsidiary limited
partnership, Northern Border Intermediate Limited Partnership,
collectively referred to herein as "Partnership", owns a 70%
general partner interest in Northern Border Pipeline Company, a
Texas general partnership ("Northern Border Pipeline").  The
remaining general partner interests in Northern Border Pipeline
are owned by TransCanada Border PipeLine Ltd. (6%) and TransCan
Northern Ltd. (24%), both of which are wholly-owned subsidiaries
of TransCanada PipeLines Limited ("TransCanada").  Northern
Plains Natural Gas Company ("Northern Plains"), Pan Border Gas
Company ("Pan Border") and Northwest Border Pipeline Company
("Northwest Border") serve as the General Partners of the
Partnership.  Northern Plains is a wholly-owned subsidiary of
Enron Corp., Pan Border is a wholly-owned subsidiary of Duke
Energy Corporation and Northwest Border is a wholly-owned
subsidiary of The Williams Companies, Inc.  The General Partners
hold an aggregate 2% general partner interest in the Partnership.
The General Partners also own in the aggregate an effective 24%
subordinated limited partner interest ("Subordinated Units") in
the Partnership.  The combined general and limited partner
interests in the Partnership of Northern Plains, Pan Border and
Northwest Border are 13.0%, 8.5% and 4.5%, respectively.

     Northern Border Pipeline owns a 969-mile U.S. interstate
pipeline system (the "Pipeline System") that transports natural
gas from the Montana-Saskatchewan border near Port of Morgan,
Montana, to interconnecting pipelines in the State of Iowa.  The
Pipeline System has pipeline access to natural gas reserves in
the provinces of Alberta, British Columbia and Saskatchewan, as
well as the Williston Basin in the United States.  The Pipeline
System also has access to production of synthetic gas from the
Great Plains Coal Gasification Project in North Dakota.

     Management of Northern Border Pipeline is overseen by the
Northern Border Management Committee, which is comprised of three
representatives from the Partnership (one selected by each
General Partner) and one representative from the TransCanada
subsidiaries.  The Pipeline System is operated by Northern Plains
pursuant to an operating agreement.  Northern Plains employs
approximately 170 individuals to operate the Pipeline System.
These employees are located at the operating headquarters in
Omaha, Nebraska, and at locations along the pipeline route.

     Northern Border Pipeline's revenues are derived from
agreements for the receipt and delivery of gas at points along
the Pipeline System as specified in each shipper's individual
transportation contract.  Northern Border Pipeline transports gas
for shippers under a tariff regulated by the Federal Energy
Regulatory Commission ("FERC").

     As a result of acquisitions during 1996 and 1997, the
Partnership has an ownership position of 71.75% in Black Mesa
Pipeline Holdings, Inc. ("Black Mesa").  Black Mesa, through a
wholly-owned subsidiary, owns a 273-mile, 18-inch diameter coal
slurry pipeline (the "Black Mesa Pipeline") which originates at a
coal mine in Kayenta, Arizona.  The pipeline traverses westward
through northern Arizona to the 1,500 megawatt Mohave Power
Station located in Laughlin, Nevada.  Black Mesa Pipeline is
operated by Williams Technologies, Inc., a wholly-owned
subsidiary of the Partnership which was acquired in May, 1997.

The Pipeline System

     The 822-mile portion of the Pipeline System from the
Canadian border to Ventura, Iowa, was completed and placed in
service in 1982.  It was built to transport large quantities of
natural gas through large diameter, high operating pressure pipe.

     At its northern end, the Pipeline System is connected to the
Foothills Pipe Lines (Sask.) Ltd. system in Canada, which in turn
is connected to the gathering systems of NOVA Gas Transmission
Ltd. in Alberta and of Transgas Limited in Saskatchewan.  The
Pipeline System also connects with the facilities of Williston
Basin Interstate Pipeline at Glen Ullin and Buford, North Dakota,
facilities of Amerada Hess Corporation at Watford City, North
Dakota and facilities of Dakota Gasification Company at Hebron,
North Dakota in the northern portion of the system.  In the
Pipeline System's southern portion, it interconnects with the
pipeline facilities of an Enron subsidiary, Northern Natural Gas
Company near Ventura, Iowa, and of Natural Gas Pipeline Company
of America ("NGPL") near Harper, Iowa.

     There are seven existing compressor stations on the Pipeline
System.  Other facilities include three pipeline field offices
and warehouses, five measurement stations and 39 microwave tower
sites.  There have been two expansions of the Pipeline System
since it was placed in service in 1982.  An additional compressor
station was added in 1991 and an expansion and extension project
was completed and placed in service on November 1, 1992.  This
1992 project entailed the construction of four compressor
stations and the acquisition of approximately 147 miles of a 30-
inch diameter pipeline beginning at an interconnect with the
original system near Ventura, Iowa and terminating near Harper,
Iowa where it interconnects with the facilities of NGPL.  As a
result of the two expansions, the throughput capacity of the
Pipeline System increased by 463 million cubic feet per day
("MMCFD") to 1,675 MMCFD.

Demand For Transportation Capacity

     Based upon existing contracts and capacity, 100% of the
Pipeline System's firm capacity (at current compression) is
contractually committed through October 2001.  At the present
time, 6% of the firm capacity (based on annual cost of service
obligations) is contracted by interstate pipelines, 91% by
producers/marketers, and 3% by local distribution companies
(LDCs).

     In 1996, approximately 87% of the natural gas transported by
the Pipeline System was produced in the Western Canadian
Sedimentary Basin located in the provinces of Alberta, British
Columbia and Saskatchewan.  The Pipeline System's share of
Canadian gas exported to the United States was approximately 20%
in 1995.

     Northern Border Pipeline is currently pursuing opportunities
to further increase its capacity.  On October 13, 1995, Northern
Border Pipeline filed with the FERC its application, which
amended the application previously filed on February 2, 1995,
seeking a certificate of public convenience and necessity to
extend and expand its existing system ("The Chicago Project").
The estimated cost of the facilities proposed to be constructed
was approximately $800 million in 1995 dollars.  New receipts
into the Pipeline System are estimated to be 700 MMCFD with 648
MMCFD proposed to be transported through the pipeline extension
and 516 MMCFD proposed to be delivered at Harper, Iowa for
transport by NGPL on its pipeline.  Northern Border Pipeline's
filing included executed precedent agreements for the proposed
capacity and support for "rolled in" ratemaking treatment which
involves the determination that the rates and charges are based
on all the facilities' costs combined with the existing
facilities, and the proposed and contracted capacity.

     NGPL filed on October 18, 1995 a companion application with
the FERC requesting authority to construct and operate certain
facilities needed to increase its pipeline system capacity to
accommodate the new deliveries at Harper, Iowa from Northern
Border Pipeline.

     On August 1, 1996, the FERC issued orders which contained
preliminary determinations favorable to Northern Border Pipeline
and NGPL.  The preliminary determinations found that The Chicago
Project and NGPL's proposed facilities are required by the public
convenience and necessity and Northern Border Pipeline's order
authorizes the requested "rolled-in" ratemaking determination.
The preliminary determinations contemplate issuance of a final
order by the FERC, subject to completion of the environmental
review.  On September 4, 1996, Northern Border Pipeline filed an
amendment to its application to reflect limited facility
modifications which among other things, reduced environmental
impacts and project costs.  The facilities proposed to be
constructed are as follows:  (a) 224 miles of 36-inch pipeline
from Harper, Iowa, to Manhattan, Illinois; (b) 19 miles of 30-
inch pipeline from the end of the 36-inch pipeline to two
interconnects with Peoples Gas Light and Coke; (c) 147 miles of
36-inch pipeline loop; and (d) addition of 303,500 horsepower of
compression to eight new stations and five existing stations.
With this amendment, The Chicago Project costs are expected to be
approximately $793 million in 1995 dollars ($837 million as
estimated with projected inflation), and subject to timely
regulatory approvals, The Chicago Project is expected to be ready
for service in November 1998.

     On June 6, 1997 the FERC issued a Notice of Availability of
the final Environmental Impact Statement ("EIS") for The Chicago
Project.  The EIS found that The Chicago Project and related
downstream facilities of NGPL would have limited adverse
environmental impact and with the adoption of certain mitigative
measures, would be an environmentally acceptable action.
Northern Border Pipeline is now awaiting the issuance of a final
order by the FERC.

FERC Regulation

     General

     Northern Border Pipeline is subject to extensive regulation
by the FERC as a "natural gas company" under the Natural Gas Act
(the "NGA").  Under the NGA and the Natural Gas Policy Act,
the FERC has jurisdiction over Northern Border Pipeline
with respect to virtually all aspects of its business, including
transportation of gas, rates and charges, construction of new
facilities, extension or abandonment of service and facilities,
accounts and records, depreciation and amortization policies, the
acquisition and disposition of facilities, the initiation and
discontinuation of services, and certain other matters.

     Cost of Service Tariff

     Northern Border Pipeline's firm transportation shippers
contract to pay for an allocable share of the Pipeline System's
capacity.  During any given month, all such shippers pay a
uniform charge per dekatherm-mile of capacity contracted,
calculated under a cost of service tariff.  The shippers'
obligations to pay their allocable share of the cost of service
is not dependent upon the volumes actually shipped.  Northern
Border Pipeline may not charge or collect more than its cost of
service pursuant to its tariff on file with the FERC.

     Northern Border Pipeline also provides interruptible
transportation service.  The maximum rate charged to
interruptible shippers is calculated from cost of service
estimate on the basis of contracted capacity.  All revenue from
the interruptible transportation service is credited back to the
firm shippers' accounts.

     In November 1995, Northern Border Pipeline filed a rate case
in compliance with its FERC tariff for the determination of its
allowed equity rate of return.  In this proceeding, Northern
Border Pipeline proposed, among other items, to increase its
allowed equity rate of return from 12.75% to 14.25%.  After
reaching a settlement accord with a majority of its shippers, on
October 15, 1996, Northern Border Pipeline filed for FERC
approval of a Stipulation and Agreement ("Stipulation") to settle
its rate case.  The Stipulation would allow Northern Border
Pipeline to retain its 12.75% equity rate of return through
September 30, 1996, and a 12% rate beginning October 1, 1996.  In
addition, the depreciation rates applied to Northern Border
Pipeline's gross transmission plant would be reduced effective
June 1, 1996, from 3.6% to 2.7%.

     Another issue addressed in the Stipulation was the allowance
for income taxes.  The FERC had previously ruled in a case
involving Lakehead Pipe Line Company L.P. that an income tax
allowance would not be allowed with respect to income
attributable to the limited partnership interests held by
individuals.  During the rate case proceeding, Northern Border
Pipeline filed testimony regarding what it believed to be the
proper application of this FERC ruling to its circumstances.
Under the Stipulation, in connection with the completion of The
Chicago Project, Northern Border Pipeline would implement a new
depreciation schedule with an extended depreciable life, a
capital project cost containment mechanism and a $31 million
settlement adjustment mechanism.  The settlement adjustment
mechanism would effectively reduce the allowed return on rate
base.  On November 19, 1996, the Stipulation was certified by an
Administrative Law Judge to the FERC for review and approval.
Northern Border Pipeline must receive FERC approval of the
Stipulation before it can implement all of the filed for terms
and any associated refunds.

                      SELLING UNITHOLDERS

     In May, 1997 the Partnership acquired from the Selling
Unitholders all of the outstanding shares of Williams
Technologies, Inc. in exchange for Common Units.  The following
table sets forth the name of each Selling Unitholder, the number
of Common Units which may be regarded as beneficially owned by
such Selling Unitholder, and the number of Common Units being
offered hereby by such Selling Unitholder.

<TABLE>
<CAPTION>
                               Number of Units     Number of Units
     Selling Unitholder       Beneficially Owned       Offered
     
     <S>                          <C>                  <C>
     David R. Williams, Jr.
     Trustee of the David
     R. Williams, Jr. Trust
     dated 12/23/66                2,693                2,693
     
     Rachel K.W. Zebrowski        40,888               40,888
     
     Pauline W. Lampshire         40,888               40,888
     
     David R. Williams, III       40,888               40,888
</TABLE>
     
     The Common Units being offered hereby are owned by the
Selling Unitholders, who acquired them from the Partnership
pursuant to transactions exempt from the registration
requirements of the Securities Act.

                DESCRIPTION OF THE COMMON UNITS

     Generally, the Common Units and the Subordinated Units
represent limited partner interests in the Partnership, which
entitle the holders thereof to participate in Partnership
distributions and exercise the rights or privileges available to
limited partners under the Amended and Restated Partnership
Agreement of the Partnership.  The Subordinated Units are a
separate class of interests in the Partnership, and their rights
to participate in distributions differ from those rights of the
holders of Common Units.

     The primary objective of the Partnership is to generate cash
from Partnership operations and to distribute Available Cash to
its partners in the manner described herein.  "Available Cash"
generally means, with respect to any calendar quarter, the sum of
all of the cash received by the Partnership from all sources,
adjusted for cash disbursements and net changes to reserves.

     The Partnership Policy Committee's decisions regarding
amounts to be placed in or released from reserves will have a
direct impact on the amount of Available Cash because increases
and decreases in reserves are taken into account in computing
Available Cash.  The Partnership Policy Committee may, in its
reasonable discretion (subject to certain limits), determine the
amounts to be placed in or released from reserves each quarter.

     Cash distributions will be characterized as either
distributions of Cash from Operations or Cash from Interim
Capital Transactions.  This distinction affects the amounts
distributed to Unitholders relative to the General Partners, and
under certain circumstances it determines whether holders of
Subordinated Units receive any distributions.

     Cash from Operations generally refers to the cash balance of
the Partnership on the date the Partnership commences operations,
plus all cash generated by the operations of the Partnership's
businesses (which consists primarily of cash distributions to the
Partnership by Northern Border Pipeline attributable to
operations of the Pipeline System), after deducting related cash
expenditures, reserves, debt service and certain other items.

     For any given quarter, Available Cash will be distributed to
the General Partners and to the holders of Common Units, and it
may also be distributed to the holders of Subordinated Units
depending upon the amount of Available Cash for the quarter,
amounts distributed in prior quarters and other factors discussed
below.

     The Partnership will make distributions to its partners with
respect to each calendar quarter prior to liquidation of the
Partnership in an amount equal to 100% of its Available Cash for
such quarter. The distribution of Available Cash that constitutes
Cash from Operations with respect to each calendar quarter during
the Subordination Period is subject to the rights of the holders
of the Common Units to receive the Minimum Quarterly Distribution
($0.55 per Unit), plus any Common Unit Arrearages, prior to any
distribution of Available Cash to holders of Subordinated Units
with respect to such quarter.  The terms "Subordination Period"
and "Common Unit Arrearages" are defined in the Amended and
Restated Agreement of Limited Partnership.  Common Units will not
accrue Common Unit Arrearages for any quarter after the
Subordination Period, and Subordinated Units will not accrue any
arrearages with respect to distributions for any quarter.

     The Subordination Period extends from October 1, 1993 until
the Conversion Date.   The  "Conversion Date" is the date on
which the first of any one of the following occurs:

          the first day of any calendar quarter that occurs on or
          after January 1, 1999 and prior to January 1, 2004 and
          on which both of the following tests are met: (i)
          cumulative capital expenditures by the Partnership
          (directly or through its 70% interest in Northern
          Border Pipeline) subsequent to October 1, 1993 and
          prior to such day equal or exceed $248 million, and
          (ii) the Partnership has distributed the Minimum
          Quarterly Distribution on all Common Units and
          Subordinated Units for each of the eight consecutive
          calendar quarters immediately prior to such day;
          
          the first day of any calendar quarter that occurs on or
          after January 1, 2004 and on which the following tests
          are met: (i) cumulative capital expenditures by the
          Partnership (directly or through its 70% interest in
          Northern Border Pipeline) subsequent to October 1, 1993
          and prior to such day equal or exceed $248 million and
          (ii) there are no Common Unit Arrearages; and
          
          the first day of any calendar quarter that occurs on or
          after January 1, 2004 and on which the following test
          is met: the Partnership has distributed the Minimum
          Quarterly Distribution on all Common Units and
          Subordinated Units for each of the 20 consecutive
          calendar quarters immediately prior to such day.

     In addition, the Partnership Agreement contains provisions
intended to discourage a person or group from attempting to
remove the General Partners as general partners of the
Partnership or otherwise change management of the Partnership.
Among them is a provision that if a General Partner is removed
other than for cause the Subordination Period will end.

     As of the end of the Subordination Period, each Subordinated
Unit will convert into a Common Unit and will participate pro
rata with other outstanding Common Units in all cash
distributions on Common Units.

     The transfer agent and registrar for the Common Units is
First Chicago Trust Company of New York.

                      PLAN OF DISTRIBUTION

     The Partnership has been advised that the Common Units being
offered hereby may be sold by or on behalf of each of the Selling
Unitholders in non-underwritten distributions on the New York
Stock Exchange at prices prevailing on the New York Stock
Exchange at the time of sale.  The Partnership will not receive
the proceeds of such sale.


                    VALIDITY OF COMMON UNITS

     The validity of the Common Units offered hereby will be
passed upon for the Partnership by Vinson & Elkins, LLP.


                            EXPERTS

     The consolidated financial statements included in the
Partnership's Annual Report on Form 10-K for the year ended
December 31, 1996, incorporated by reference in this Prospectus,
have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto.
The consolidated financial statements referred to above and such
report have been incorporated by reference herein in reliance
upon the authority of said firm as experts in accounting and
auditing in giving said report.

<PAGE>                                   
      TABLE OF CONTENTS            
                                   
                          Page     
                                   
          Prospectus               
                                   
Available Information . . .  2     
Incorporation of Certain           
 Documents by Reference . .  3       
Business  . . . . . . . . .  3     
Selling Unitholders . . . .  7     
Description of Common Units  8     
Plan of Distribution  . . . 10         NORTHERN BORDER
                                        PARTNERS, L.P.
Validity of Common Units  . 11     
Experts . . . . . . . . . . 11      

                                   
                                   
                                          ________________
                                   
                                             PROSPECTUS
                                          ________________
     125,357 Common Units          
     Representing Limited         
       Partner Interests        



<PAGE>
                           PART II

             INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

     The following table sets forth those expenses to be incurred
by the Partnership in connection with the issuance and
distribution of the securities being registered.  Except for the
Securities and Exchange Commission registration fee, all amounts
shown are estimates.

<TABLE>
     <S>                                        <C>
     Filing Fee for Registration Statement      $  1,102.00
     Legal Fees and Expenses                    $  2,000.00
     Accounting Fees and Expenses               $  4,600.00
     Transfer Agent's Fees and Expenses         $      -
     Blue Sky Fees and Expenses                 $      -
     Miscellaneous                              $  5,400.00
     Total                                      $ 13,102.00
</TABLE>

Item 15.  Indemnification of Officers, General Partners and
          Policy Committee Members.

     The Amended and Restated Agreement of Limited Partnership
contains the following provisions relating to indemnification 
of Officers, General Partners and Partnership Policy Committee 
Members:
     
     6.8  Indemnification.
     (a)  To the fullest extent permitted by law but subject to
          the limitations expressly provided in this Agreement,
          each General Partner, the members of the Partnership
          Policy Committee, any Departing Partner, any Person who
          is or was an officer or director of the Partnership, a
          General Partner or any Departing Partner and all other
          Indemnitees shall be indemnified and held harmless by
          the Partnership from and against any and all losses,
          claims, damages, liabilities, joint or several,
          expenses (including, without limitation, legal fees and
          expenses), judgments, fines, penalties, interest,
          settlements and other amounts arising from any and all
          claims, demands, actions, suits or proceedings, whether
          civil, criminal, administrative or investigative, in
          which any Indemnitee may be involved, or is threatened
          to be involved, as a party or otherwise, by reason of
          its status as (i) a General Partner, a member of the
          Partnership Policy Committee, a Departing Partner or
          any of their Affiliates, (ii) an officer, director,
          employee, partner, agent or trustee of the Partnership,
          a General Partner, any Departing Partner or any of
          their Affiliates or (iii) a Person serving at the
          request of the Partnership in another entity in a
          similar capacity, provided, that in each case the
          Indemnitee acted in good faith and in a manner which
          such Indemnitee believed to be in, or not opposed to,
          the best interests of the Partnership and, with respect
          to any criminal proceeding, had no reasonable cause to
          believe its conduct was unlawful; provided, further, no
          indemnification pursuant to this Section 6.8 shall be
          available to the General Partners with respect to their
          obligations incurred pursuant to the Indemnity
          Agreement, the Underwriting Agreement or the Conveyance
          Agreement (other than obligations incurred by the
          General Partners on behalf of the Partnership or the
          Intermediate Partnership).  The termination of any
          action, suit or proceeding by judgment, order,
          settlement, conviction or upon a plea of nolo
          contendere, or its equivalent, shall not create a
          presumption that the Indemnitee acted in a manner
          contrary to that specified above.  Any indemnification
          pursuant to this Section 6.8 shall be made only out of
          the assets of the Partnership, it being agreed that the
          General Partners shall not be personally liable for
          such indemnification and shall have no obligation to
          contribute or loan any monies or property to the
          Partnership to enable it to effectuate such
          indemnification.
     
     (b)  To the fullest extent permitted by law, expenses
          (including, without limitation, legal fees and
          expenses) incurred by an Indemnitee who is indemnified
          pursuant to Section 6.8(a) in defending any claim,
          demand, action, suit or proceeding shall, from time to
          time, be advanced by the Partnership prior to the final
          disposition of such claim, demand, action, suit or
          proceeding upon receipt by the Partnership of an
          undertaking by or on behalf of the Indemnitee to repay
          such amount if it shall be determined that the
          Indemnitee is not entitled to be indemnified as
          authorized in this Section 6.8.
     
     (c)  The indemnification provided by this Section 6.8 shall
          be in addition to any other rights to which an
          Indemnitee may be entitled under any agreement,
          pursuant to any vote of the holders of Outstanding
          Units, as a matter of law or otherwise, both as to
          actions in the Indemnitee's capacity as (i) a General
          Partner, a member of the Partnership Policy Committee,
          a Departing Partner or an Affiliate thereof, (ii) an
          officer, director, employee, partner, agent or trustee
          of the Partnership, a General Partner, any Departing
          Partner or an Affiliate thereof or (iii) a Person
          serving at the request of the Partnership in another
          entity in a similar capacity, and as to actions in any
          other capacity (including, without limitation, any
          capacity under the underwriting Agreement), and shall
          continue as to an Indemnitee who has ceased to serve in
          such capacity and shall inure to the benefit of the
          heirs, successors, assigns and administrators of the
          Indemnitee.
     
     (d)  The Partnership may purchase and maintain (or reimburse
          the General Partners or their Affiliates for the cost
          of) insurance, on behalf of the General Partners, the
          members of the Partnership Policy Committee and such
          other Persons as the Partnership Policy Committee shall
          determine, against any liability that may be asserted
          against or expense that may be incurred by such Person
          in connection with the Partnership's activities,
          regardless of whether the Partnership would have the
          power to indemnify such Person against such liability
          under the provisions of this Agreement.
     
     (e)  For purposes of this Section 6.8, the Partnership shall
          be deemed to have requested an Indemnitee to serve as
          fiduciary of an employee benefit plan whenever the
          performance by it of its duties to the Partnership also
          imposes duties on, or otherwise involves services by,
          it to the plan or participants or beneficiaries of the
          plan; excise taxes assessed on an Indemnitee with
          respect to an employee benefit plan pursuant to
          applicable law shall constitute "fines" within the
          meaning of Section 6.8(a); and action taken or omitted
          by it with respect to an employee benefit plan in the
          performance of its duties for a purpose reasonably
          believed by it to be in the interest of the
          participants and beneficiaries of the plan shall be
          deemed to be for a purpose which is in, or not opposed
          to, the best interests of the Partnership.
     
     (f)  In no event may an Indemnitee subject the Limited
          Partners to personal liability by reason of the
          indemnification provisions set forth in this Agreement.
     
     (g)  An Indemnitee shall not be denied indemnification in
          whole or in part under this Section 6.8 because the
          Indemnitee had an interest in the transaction with
          respect to which the indemnification applies if the
          transaction was otherwise permitted by the terms of
          this Agreement.
     
     (h)  The provisions of this Section 6.8 are for the benefit
          of the Indemnitees, their heirs, successors, assigns
          and administrators and shall not be deemed to create
          any rights for the benefit of any other Persons.
     
     (i)  No amendment, modification or repeal of this Section
          6.8 or any provision hereof shall in any manner
          terminate, reduce or impair the right of any past,
          present or future Indemnitee to be indemnified by the
          Partnership, nor the obligation of the Partnership to
          indemnity any such Indemnitee under and in accordance
          with the provisions of this Section 6.8 as in effect
          immediately prior to such amendment, modification or
          repeal with respect to claims arising from or relating
          to matters occurring, in whole or in part, prior to
          such amendment, modification or repeal, regardless of
          when such claims may arise or be asserted.
     
Item 16.  Exhibits.

      *3     -  Form of Amended and Restated Agreement
                of Limited Partnership of Northern Border
                Partners, L.P. (Exhibit 3.1 to the Partnership's
                Form S-1 Registration Statement, Registration No.
                33-66158 ("Form S-1")).

       5      - Form of Opinion of Vinson & Elkins, LLP,
                as to the validity of the Common Units.

     *10(a)   - Form of Amended and Restated Agreement of
                Limited Partnership of Northern Border
                Intermediate Limited Partnership (Exhibit 10.1 to
                Form S-1).

     *10(b)   - 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).
      
      23(a)   - Consent of Arthur Andersen LLP.

      23(b)   - The consent of Vinson & Elkins, LLP, is
                contained in its form of opinion filed as Exhibit
                5 hereto.

_______________
     * Incorporated by reference as indicated.

Item 17.  Undertakings.

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
     
          (i)  To include any prospectus required in Section
               10(a)(3) of the Securities Act of 1933;
          
          (ii) To reflect in the prospectus any facts or events
               arising after the effective date of the
               Registration Statement (or the most recent post-
               effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental
               change in the information set forth in the
               Registration Statement;
          
         (iii) To include any material information with respect
               to the plan of distribution not previously
               disclosed in the Registration Statement or any
               material change to such information in the
               Registration Statement;
     
     provided, however, that paragraphs (1)(i) and (1)(ii) do not
     apply if the information required to be included in a post-
     effective amendment by those paragraphs is contained in
     periodic reports filed by the Partnership pursuant to
     Section 13 or Section 15(d) of the Securities Exchange Act
     of 1934 that are incorporated by reference in the
     Registration Statement;
     
     (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof;

     (3)  To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering; and

     (4)  That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Partnership's
annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

<PAGE>
                           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-3 and has duly caused this Registration Statement or amendment
to be signed on its behalf by the undersigned, thereunto duly
authorized, on this 2nd day of July 1997.


                              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 Act of 1933,
this Registration Statement or amendment has been signed by the
following persons in the capacities indicated and on the 2nd day 
of July 1997.

          Signature                     Title


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



      GEORGE L. MAZANEC       Member of Partnership
      George L. Mazanec        Policy Committee



      BRIAN E. O'NEILL        Member of Partnership
      Brian E. O'Neill         Policy Committee


      JERRY L. PETERS         Chief Financial and
      Jerry L. Peters          Accounting Officer

                     
<PAGE>                     
                     INDEX TO EXHIBITS


Exhibit Number           Description

      *3     -  Form of Amended and Restated Agreement
                of Limited Partnership of Northern Border
                Partners, L.P. (Exhibit 3.1 to the Partnership's
                Form S-1 Registration Statement, Registration No.
                33-66158 ("Form S-1")).

       5      - Form of Opinion of Vinson & Elkins, LLP,
                as to the validity of the Common Units.

     *10(a)   - Form of Amended and Restated Agreement of
                Limited Partnership of Northern Border
                Intermediate Limited Partnership (Exhibit 10.1 to
                Form S-1).

     *10(b)   - 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).

      23(a)   - Consent of Arthur Andersen LLP.

      23(b)   - The consent of Vinson & Elkins, LLP, is
                contained in its form of opinion filed as Exhibit
                5 hereto.

* Incorporated by reference.

<PAGE>