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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

|ý                                                | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|------------------------------------------------ | ----------------------------------------------------------------------------------------
|For the quarterly period endedSeptember 30, 2002
|OR                                              
|o                                                | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period from
 to              

Commission file number1-10934

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ENBRIDGE ENERGY PARTNERS, L.P.(Exact name of Registrant as specified in its charter)

|Delaware(State or other jurisdiction of
incorporation or organization) |  | 39-1715850(I.R.S. Employer
Identification No.)
|---------------------------------------------------------------------- |  | ----------------------------------------------

1100 Louisiana
Suite 3300
Houston, TX 77002(Address of principal executive offices and zip code)

(713) 650-8900(Registrant's telephone number, including area code)

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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 ý    No o

The
Registrant had 31,313,634 Class A Common Units outstanding as at November 14, 2002.

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TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION



|Item 1.                                     | Financial Statements                                                                                        |    |   
|------------------------------------------- | ----------------------------------------------------------------------------------------------------------- | -- | --
|                                            | Consolidated Statement of Income for the three and nine month periods ended September 30, 2002 and
    2001 |    | 1 
|                                            | Consolidated Statement of Cash Flows for the nine month periods ended September 30, 2002
    and 2001       |    | 2 
|                                            | Consolidated Statement of Financial Position as at September 30, 2002 and December 31, 2001                 |    | 3 
|                                            | Consolidated Statement of Partners' Capital for the nine month period ended September 30, 2002              |    | 4 
|                                            | Notes to the Consolidated Financial Statements                                                              |    | 5 
|Item 2.                                     | Management's Discussion and Analysis of Financial Condition and Results of Operations                       |    | 11
|Item 3.                                     | Quantitative and Qualitative Disclosures About Market Risk                                                  |    | 15
|Item 4.                                     | Controls and Procedures                                                                                     |    | 15
|PART II. OTHER INFORMATION                 
|Item 1.                                     | Legal Proceedings                                                                                           |    | 16
|Item 6.                                     | Exhibits and Reports on Form 8-K                                                                            |    | 16
|Signature                                   |                                                                                                             | 17
|Certificate of Principal Executive Officer  |                                                                                                             | 18
|Sarbanes-Oxley Section 302(a) Certification |                                                                                                             | 19
|Certificate of Principal Financial Officer  |                                                                                                             | 20
|Sarbanes-Oxley Section 302(a) Certification |                                                                                                             | 21
|Exhibiti Index                              |                                                                                                             | 22

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This Quarterly Report on Form 10-Q contains forward-looking statements. These statements are based on the beliefs of Enbridge Energy Partners, L.P. (the
"Partnership") as well as assumptions made by and information currently available to the Partnership. When used in this document, the words "anticipate," "believe," "expect," "estimate," "forecast,"
"project," and similar expressions identify forward-looking statements. These statements reflect the Partnership's current views with respect to future events and are subject to various risks,
uncertainties and assumptions including:



If one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this
Form 10-Q. Except as required by applicable securities laws, the Partnership does not intend to update these forward-looking statements. For additional discussion of such risks,
uncertainties and assumptions, see the Partnership's Annual Report on Form 10-K for the year ended December 31, 2001.

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PART IFINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ENBRIDGE ENERGY PARTNERS, L.P.  CONSOLIDATED STATEMENT OF INCOME

|                                                           |                                     | Three months ended
September 30, |       | Nine months ended
September 30, |  
|---------------------------------------------------------- | ----------------------------------- | -------------------------------- | ----- | ------------------------------- | -
|
|
|Operating revenue                                          |                                     |                                  |       |                                 |  
|                                                           | Transportation                      |                                  | $     | 82.9                            |  
|                                                           | Natural gas gathering and marketing |                                  |       | 144.5                           |  
|                                                           | Processing                          |                                  |       | 9.6                             |  
|                                                           |                                     |                                  |       |                                 |  
|                                                           |                                     |                                  | 237.0 |                                 |  
|Expenses                                                   |                                     |                                  |       |                                 |  
|                                                           | Power                               |                                  |       | 13.3                            |  
|                                                           | Cost of natural gas                 |                                  |       | 141.7                           |  
|                                                           | Operating and administrative        |                                  |       | 32.4                            |  
|                                                           | Depreciation and amortization       |                                  |       | 18.5                            |  
|                                                           |                                     |                                  |       |                                 |  
|                                                           |                                     |                                  | 205.9 |                                 |  
|                                                           |                                     |                                  |       |                                 |  
|Operating income                                           |                                     |                                  | 31.1  |                                 |  
|Interest and other income                                  |                                     |                                  | 0.1   |                                 |  
|Interest expense                                           |                                     |                                  | (13.5 | )                               |  
|Minority interest                                          |                                     |                                  | (0.1  | )                               |  
|                                                           |                                     |                                  |       |                                 |  
|Net income                                                 |                                     |                                  | 17.6  |                                 |  
|Unrealized gain (loss) on derivative financial instruments |                                     |                                  | 4.3   |                                 |  
|                                                           |                                     |                                  |       |                                 |  
|Comprehensive income                                       |                                     | $                                | 21.9  |                                 | $
|                                                           |                                     |                                  |       |                                 |  
|Net income per unit (Note 2)                               |                                     | $                                | 0.42  |                                 | $
|                                                           |                                     |                                  |       |                                 |  
|Weighted average units outstanding (millions)              |                                     |                                  | 35.2  |                                 |  
|                                                           |                                     |                                  |       |                                 |  
|Cash distributions paid per unit                           |                                     | $                                | 0.90  |                                 | $
|                                                           |                                     |                                  |       |                                 |  

The
accompanying notes to the Consolidated Financial Statements are an integral part of these statements.

1

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ENBRIDGE ENERGY PARTNERS, L.P.  CONSOLIDATED STATEMENT OF CASH FLOWS

|                                                 |                                                                                 | Nine months ended September 30,              |                               
|------------------------------------------------ | ------------------------------------------------------------------------------- | -------------------------------------------- | ------------------------------
|
|
|Cash provided from operating activities          |                                                                                 |                                              |                               
|                                                 | Net income                                                                      |                                              | $                             
|                                                 | Adjustments to reconcile net income to cash provided from operating activities: |                                              |                               
|                                                 |                                                                                 | Depreciation and amortization                |                               
|                                                 |                                                                                 | Other                                        |                               
|                                                 |                                                                                 | Changes in operating assets and liabilities: |                               
|                                                 |                                                                                 |                                              | Accounts receivable and other 
|                                                 |                                                                                 |                                              | Oil shortage balance          
|                                                 |                                                                                 |                                              | Materials and supplies        
|                                                 |                                                                                 |                                              | General Partner and affiliates
|                                                 |                                                                                 |                                              | Accounts payable and other    
|                                                 |                                                                                 |                                              | Interest payable              
|                                                 |                                                                                 |                                              | Property and other taxes      
|                                                 |                                                                                 |                                              |                               
|                                                 |                                                                                 |                                              | 126.5                         
|                                                 |                                                                                 |                                              |                               
|Investing activities                             |                                                                                 |                                              |                               
|                                                 | Repayments from affiliate                                                       |                                              |                               
|                                                 | Additions to property, plant and equipment                                      |                                              |                               
|                                                 | Changes in construction payable                                                 |                                              |                               
|                                                 | Asset acquisitions, net of cash acquired                                        |                                              |                               
|                                                 |                                                                                 |                                              |                               
|                                                 |                                                                                 |                                              | (182.8                        
|                                                 |                                                                                 |                                              |                               
|Financing activities                             |                                                                                 |                                              |                               
|                                                 | Proceeds from unit issuance, net (Note 3)                                       |                                              |                               
|                                                 | Loan from Enbridge Energy Company, Inc., net                                    |                                              |                               
|                                                 | Distributions to partners                                                       |                                              |                               
|                                                 | Revolving Credit Facility Agreement                                             |                                              |                               
|                                                 | 364 Day Agreement                                                               |                                              |                               
|                                                 | Credit Agreement                                                                |                                              |                               
|                                                 | Other                                                                           |                                              |                               
|                                                 |                                                                                 |                                              |                               
|                                                 |                                                                                 |                                              | 88.1                          
|                                                 |                                                                                 |                                              |                               
|Increase in cash and cash equivalents            |                                                                                 |                                              | 31.8                          
|Cash and cash equivalents at beginning of period |                                                                                 |                                              | 40.2                          
|                                                 |                                                                                 |                                              |                               
|Cash and cash equivalents at end of period       |                                                                                 | $                                            | 72.0                          
|                                                 |                                                                                 |                                              |                               

The
accompanying notes to the Consolidated Financial Statements are an integral part of these statements.

2

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ENBRIDGE ENERGY PARTNERS, L.P.  CONSOLIDATED STATEMENT OF FINANCIAL POSITION

|                                    |                                                                                                    | September 30,
2002 |         | December 31,
2001
|----------------------------------- | -------------------------------------------------------------------------------------------------- | ------------------ | ------- | -----------------
|
|
|ASSETS                              |                                                                                                    |                    |         |                  
|Current assets                      |                                                                                                    |                    |         |                  
|                                    | Cash and cash equivalents                                                                          |                    | $       | 72.0             
|                                    | Due from General Partner and affiliates                                                            |                    |         |                 
|                                    | Accounts receivable and other                                                                      |                    |         | 90.5             
|                                    | Advances to affiliate                                                                              |                    |         | 2.7              
|                                    | Materials and supplies                                                                             |                    |         | 8.3              
|                                    |                                                                                                    |                    |         |                  
|                                    |                                                                                                    |                    | 173.5   |                  
|Property, plant and equipment, net  |                                                                                                    |                    | 1,614.6 |                  
|Deferred charges and other (Note 5) |                                                                                                    |                    | 45.3    |                  
|                                    |                                                                                                    |                    |         |                  
|                                    |                                                                                                    | $                  | 1,833.4 |                  
|                                    |                                                                                                    |                    |         |                  
|LIABILITIES AND PARTNERS' CAPITAL   |                                                                                                    |                    |         |                  
|Current liabilities                 |                                                                                                    |                    |         |                  
|                                    | Due to General Partner and affiliates                                                              |                    | $       | 5.7              
|                                    | Accounts payable and other                                                                         |                    |         | 95.1             
|                                    | Oil shortage balance                                                                               |                    |         | 3.8              
|                                    | Interest payable                                                                                   |                    |         | 18.6             
|                                    | Property and other taxes payable                                                                   |                    |         | 11.6             
|                                    | Loans from General Partner                                                                         |                    |         | 58.3             
|                                    | Current maturities and short-term debt                                                             |                    |         | 199.0            
|                                    |                                                                                                    |                    |         |                  
|                                    |                                                                                                    |                    | 392.1   |                  
|Long-term debt                      |                                                                                                    |                    | 763.4   |                  
|Minority interest                   |                                                                                                    |                    | 3.2     |                  
|Deferred credits                    |                                                                                                    |                    | 1.1     |                  
|                                    |                                                                                                    |                    |         |                  
|                                    |                                                                                                    |                    | 1,159.8 |                  
|Partners' capital                   |                                                                                                    |                    |         |                  
|                                    | Class A common unitholders (Units authorized and issued31,313,634 in 2002 and 26,803,634 in 2001) |                    |         | 617.8            
|                                    | Class B common unitholders (Units authorized and issued3,912,750 in 2002 and 2001)                |                    |         | 50.2             
|                                    | General Partner                                                                                    |                    |         | 7.5              
|                                    | Accumulated other comprehensive income (loss)                                                      |                    |         | (1.9             
|                                    |                                                                                                    |                    |         |                  
|                                    |                                                                                                    |                    | 673.6   |                  
|                                    |                                                                                                    |                    |         |                  
|                                    |                                                                                                    | $                  | 1,833.4 |                  
|                                    |                                                                                                    |                    |         |                  

The
accompanying notes to the Consolidated Financial Statements are an integral part of these statements.

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ENBRIDGE ENERGY PARTNERS, L.P.  CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL

|                                              |  | Nine months ended September 30, 2002 |     
|--------------------------------------------- |  | ------------------------------------ | ----
|
|
|Partners' capital at December 31, 2001        |  | $                                    | 6.5 
|Allocation of net proceeds from unit issuance |  |                                      | 1.0 
|Distributions to partners                     |  |                                      | (9.1
|                                              |  |                                      |     
|Sub total                                     |  |                                      | (8.1
|Net income allocation                         |  |                                      | 9.1 
|Loss on derivative financial instruments      |  |                                      |    
|                                              |  |                                      |     
|Partners' capital at September 30, 2002       |  | $                                    | 7.5 
|                                              |  |                                      |     

The
accompanying notes to the Consolidated Financial Statements are an integral part of these statements.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1. Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not
include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, they contain all adjustments, consisting
only of normal recurring adjustments, which management considers necessary to present fairly the financial position as at September 30, 2002 and December 31, 2001; the results of
operations for the three and nine month periods ended September 30, 2002 and 2001; and cash flows for the nine month periods ended September 30, 2002 and 2001. The results of operations
for the three and nine months ended September 30, 2002 may not be indicative of the results for the full year. The interim financial statements should be read in conjunction with Enbridge
Energy Partners, L.P.'s (the "Partnership") consolidated financial statements and notes thereto presented in the Partnership's Annual Report on Form 10-K for the year ended
December 31, 2001.

Certain
reclassifications have been made to the prior period's reported amounts to conform to the classifications used in the current period financial statements. These reclassifications
have no impact on the Partnership's financial position, results of operations or cash flows.

2. Net Income per Unit

Net income per unit is computed by dividing net income, after deduction of the General Partner's allocation, by the weighted average number of Class A and
Class B Common Units outstanding. The General Partner's allocation is equal to an amount based upon its 1.0% general partner interest, adjusted to reflect an amount equal to incentive
distributions and an amount required to reflect depreciation on the General Partner's historical cost basis for assets contributed on formation of the Partnership. Net income per unit was determined
as follows:

|                                                                     |  | Three months ended
September 30, |      | Nine months ended
September 30, |  
|-------------------------------------------------------------------- |  | -------------------------------- | ---- | ------------------------------- | -
|
|
|Net income                                                           |  | $                                | 17.6 |                                 | $
|                                                                     |  |                                  |      |                                 |  
|Net income allocated to General Partner                              |  |                                  | (0.1 | )                               |  
|Incentive distributions and historical cost depreciation adjustments |  |                                  | (2.8 | )                               |  
|                                                                     |  |                                  |      |                                 |  
|                                                                     |  |                                  | (2.9 | )                               |  
|                                                                     |  |                                  |      |                                 |  
|Net income allocable to Common Units                                 |  | $                                | 14.7 |                                 | $
|                                                                     |  |                                  |      |                                 |  
|Weighted average Common Units outstanding (millions)                 |  |                                  | 35.2 |                                 |  
|                                                                     |  |                                  |      |                                 |  
|Net income per unit                                                  |  | $                                | 0.42 |                                 | $
|                                                                     |  |                                  |      |                                 |  

3. Unit issuance

On March 4, 2002, the Partnership issued 2.2 million Class A Common Units, which generated proceeds, net of underwriters' discounts and
commissions and issuance expenses, of approximately $90.8 million. Proceeds from this offering were used to repay indebtedness. On April 4, 2002, the Partnership issued 60,000
Class A Common Units to the underwriters in the above offering upon

5

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exercise by underwriters of their over-allotment option, resulting in additional proceeds to the Partnership, net of underwriters' discount and commissions and issuance expenses of
approximately $2.5 million. After giving effect to the Class A Common Unit offering, the General Partner has an 11% limited partner interest in the form of 3,912,750 Class B
Common Units, a 1.0% general partner interest in the Partnership, and a 1% general partner interest in Enbridge Energy, Limited Partnership (the "Lakehead OLP").

4. Segment Information

The Partnership operates in three business segments: Transportation, Natural Gas Gathering and Marketing and Processing. The Partnership's transportation
pipelines receive crude oil, liquid hydrocarbons, natural gas and natural gas liquids (NGLs) from producers and other pipelines and delivers these products to other pipelines and customers, such as
refineries and other industrial facilities.

The
Partnership's natural gas gathering and marketing activities include providing natural gas supply and sales services to certain of its customers by purchasing the natural gas supply
from other marketers, pipeline affiliates and natural gas producers and reselling the natural gas to customers.

Processing
revenues are realized from the processing and treating of natural gas, which involves the extraction and sale of NGLs, as well as the sale of the residual natural gas.

"Other"
consists of costs of financing, interest income and minority interest, which are not allocated to the other business segments.

The
following table presents certain financial information relating to the Partnership's business segments as at or for the three and nine months ended September 30, 2002. As a
result of the Partnership's acquisitions of the North Dakota system in May 2001 and the East Texas system acquisition in November 2001, the results of operations from the transportation
segment as at and for the period ending September 30, 2002 include results from crude oil transportation and natural gas
transmission activities. The Partnership's natural gas gathering and marketing and processing revenues were derived from the assets acquired in the East Texas acquisition in November 2001. As a
result of

6

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these changes in the composition of the Partnership's segments in 2001, comparative segment information for 2001 is not shown.

|                                              |  | As at and for the Three months Ended September 30, 2002 |        
|--------------------------------------------- |  | ------------------------------------------------------- | -------
|
|Operating revenues                            |  | $                                                       | 82.9   
|                                              |  |                                                         |        
|Power                                         |  |                                                         | 13.3   
|Cost of natural gas                           |  |                                                         |       
|Operating and administrative                  |  |                                                         | 28.4   
|Depreciation and amortization                 |  |                                                         | 16.2   
|                                              |  |                                                         |        
|Operating Income                              |  |                                                         | 25.0   
|Interest and other                            |  |                                                         |       
|Interest expense                              |  |                                                         |       
|                                              |  |                                                         |        
|                                              |  |                                                         | 25.0   
|Minority interest                             |  |                                                         |       
|                                              |  |                                                         |        
|Net income                                    |  | $                                                       | 25.0   
|                                              |  |                                                         |        
|Total Assets                                  |  | $                                                       | 1,511.9
|                                              |  |                                                         |        
|Capital Expenditures (excluding acquisitions) |  | $                                                       | 75.3   
|                                              |  |                                                         |        

|                                              |  | As at and for the Nine months Ended September 30, 2002 |        
|--------------------------------------------- |  | ------------------------------------------------------ | -------
|
|Operating revenues                            |  | $                                                      | 247.3  
|                                              |  |                                                        |        
|Power                                         |  |                                                        | 39.3   
|Cost of natural gas                           |  |                                                        |       
|Operating and administrative                  |  |                                                        | 76.0   
|Depreciation and amortization                 |  |                                                        | 48.8   
|                                              |  |                                                        |        
|Operating Income                              |  |                                                        | 83.2   
|Interest and other                            |  |                                                        |       
|Interest expense                              |  |                                                        |       
|                                              |  |                                                        |        
|                                              |  |                                                        | 83.2   
|Minority interest                             |  |                                                        |       
|                                              |  |                                                        |        
|Net income                                    |  | $                                                      | 83.2   
|                                              |  |                                                        |        
|Total Assets                                  |  | $                                                      | 1,511.9
|                                              |  |                                                        |        
|Capital Expenditures (excluding acquisitions) |  | $                                                      | 173.1  
|                                              |  |                                                        |        

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5. Deferred charges and other

Included in deferred charges and other are the value of acquired customer contracts of $15 million and goodwill of $15 million.

In
conjunction with acquisition of the East Texas system in November 2001, customer contracts valued at $15.0 million were acquired. Customer contracts are comprised
entirely of natural gas purchase and sale contracts and are allocated to the Partnership's natural gas gathering and marketing segment. Customer contracts are being amortized over the estimated useful
life of the underlying reserves and, at September 30, 2002, accumulated amortization was $0.5 million. Estimated amortization expense based on current customer contracts for 2002 and
each of the next four years is $0.6 million per year.

The
Partnership has completed its initial transition goodwill impairment test and has concluded that goodwill associated with the East Texas acquisition of approximately
$15.0 million is not impaired. Goodwill is allocated entirely to the Partnership's natural gas gathering and marketing segment.

6. Accounting changes

In October 2001, the FASB issued SFAS No.144, "Accounting for the Impairment or Disposal of Long Lived Assets". SFAS No. 144 establishes a single
accounting model for long-lived assets to be disposed of by sale. The Statement retains most of the requirements in SFAS No. 121 related to the recognition of impairment of
long-lived assets to be held and used. The Partnership adopted SFAS No. 144 on January 1, 2002.

The
Partnership evaluates impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An
impairment loss will be recognized when the sum of estimated undiscounted future cash flows expected to result from use of the asset and its eventual disposition is less than its carrying amount. If
an impairment is to be recognized, the amount of the impairment would be calculated as the excess of the carrying amount of the asset over the fair value of the assets either through reference to
similar asset sales, or by estimating the fair value using a discounted cash flow approach. There have been no impairments recorded under SFAS No. 144.

In
April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections"
("SFAS 145"). SFAS 145 rescinds FASB Statement No. 4, "Reporting Gains and Losses from Extinguishment of Debt", and an amendment of that statement, FASB Statement No.64,
"Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements", SFAS 145 also rescinds FASB Statement No. 44, "Accounting for Intangible
Assets of Motor Carriers" and amends FASB Statement No. 13, "Accounting for Leases", to eliminate an inconsistency between the required accounting for sale-leaseback transactions
and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. SFAS 145 also amends other existing
authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. Under FASB Statement No.4, all gains and losses from the
extinguishments of debt were required to be aggregated and, if material, classified as an extraordinary item, net of related income taxes. Under SFAS 145, gains and losses from the
extinguishments of debt should be classified as extraordinary items only if they meet the criteria of Accounting Principles Board Opinion No. 30 ("APB 30"). APB 30 distinguishes the
transactions that are part of an entity's recurring operations from those that are unusual or infrequent or that meet the criteria for classification as an extraordinary item. The provisions of
SFAS 145 related to the rescission of FASB Statement No. 4 are effective for fiscal years

8

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beginning after May 15, 2002. The remaining provisions of SFAS 145 are effective for all financial statements issued after May 15, 2002. The adoption of SFAS 145 is not
expected to have a material effect on the Partnership's consolidated results of operations, cash flows or financial position.

In
June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS 146"). This statement addresses financial accounting and reporting
for costs asociated with exit or disposal activities and nullifies Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to
Exit an Activity (including Certain Costs Incurred in a Restructuring)." The adoption of SFAS 146 is not expected to have an effect on the Partnership's consolidated results of operations, cash flows
or financial position.

7. Subsequent Event

On October 17, 2002, Enbridge Energy Management, L.L.C. ("Enbridge Management") completed the public offering of 9,000,000 of its shares representing
limited liability company interests with limited voting rights. Enbridge Management's shares trade on the New York Stock Exchange under the symbol "EEQ". Net proceeds from the offering of
$332.7 million were used to purchase 9,000,001 i-units, a new class of limited partner interests, from the Partnership. The Partnership used such net proceeds to repay debt owed to
affiliates that was assumed in connection with the acquisition by the Partnership of Enbridge Midcoast Energy, Inc. and its subsidiaries. In connection with the offering, Enbridge Energy
Company, Inc., the general partner of the Partnership (the "General Partner"), delegated to Enbridge Management the power to manage the business and affairs of the
Partnership.

On
October 17, 2002, in connection with the offering described above, the Partnership's ownership of the Lakehead OLP was restructured such that the Lakehead OLP is now a wholly
owned subsidiary of the Partnership. As a result of this restructuring, the General Partner holds a 2% general partner interest in the Partnership but no longer holds a direct interest in the Lakehead
OLP.

Effective
October 17, 2002, the Partnership acquired Enbridge Midcoast Energy, Inc. and its subsidiaries, which consist of the following three systems, from Enbridge Energy
Company, Inc. for approximately $820 million, subject to customary post-closing adjustments:



9

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The
Partnership funded this acquisition through the assumption of $805 million in debt related to the acquired systems, the issuance to Enbridge Energy Company, Inc. of an
additional $8.5 million equity interest in the Partnership and the payment to Enbridge Energy Company, Inc. of $6.5 million in cash, which was funded by the Partnership with
borrowings under its 364-day revolving credit facility.

The
Partnership is currently evaluating the allocation of assets acquired and liabilities assumed, and expects this will be finalized in the fourth quarter.

10

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

Results of Operations

Nine months Ended September 30, 2002 Compared with Nine months Ended September 30, 2001

Net income for the nine months ended September 30, 2002, was $52.1 million, or $1.24 per unit, compared to $28.3 million, or $0.72 per unit,
for the comparable period in 2001. The increase in net income reflects higher operating revenue, partially offset by higher operating expenses. The results of operations for the first nine months of
2002 include the contributions from the North Dakota System, acquired on May 18, 2001 and the East Texas System, acquired on November 30, 2001. The contributions to net income from these
acquisitions were approximately $4 million and $7 million, respectively, for the nine months ended September 30, 2002. Earnings on the Lakehead System were higher than last year
primarily due to higher transportation revenue. Earnings per unit increased $0.52 due to higher net income, partially offset by a greater number of units outstanding resulting from the issuance of
4.51 million units since July 1, 2001. The weighted-average number of units outstanding increased from 29.8 million for the first nine months of 2001 to 34.7 million for
first nine months of 2002.

Operating
revenue for the first nine months of 2002 increased $412.0 million to $640.9 million, over the corresponding period in 2001. This increase was primarily due to
the inclusion of revenue from the East Texas System of $396.4 million, an increase in revenue from the North Dakota System of $4.6 million and higher revenue from the Lakehead System of
$11.0 million. Deliveries on the Lakehead System averaged 1.288 million barrels per day ("bpd") for the first nine months of 2002, compared to 1.306 million bpd for the same
period in 2001. Lower deliveries on the Lakehead System were more than offset by a 2.9% increase in the indexed tariff effective July 1, 2001, an increase in the Terrace expansion tariff of
approximately 1.3 cents per barrel effective April 1, 2001, a longer average haul distance, and a heavier crude slate which attracts a higher toll.

Total
operating expense for the first nine months of 2002 increased $390.1 million from the corresponding period last year, from $157.8 million to $547.9 million.
The increase resulted primarily from the inclusion of expenses related to the East Texas System of $385.9 million, which is largely the cost of natural gas, and an increase in the expenses of
the North Dakota System of $2.5 million, due to being included for the entire period versus four and a half months in 2001. On the Lakehead system, power costs were higher in 2002 than 2001 by
approximately $2 million due to the heavier crude slate and the additional power usage related to the start-up of the system after the leak in July 2002. This was offset by
slightly lower operating and administrative expenses in 2002 than 2001. The absence of one-time charges in 2001 for head office relocation costs and oil measurement loss adjustments of
approximately $10 million, was mostly offset by site clean-up, restoration and pipeline integrity costs of approximately $4 million related to the leak that occurred in July,
2002, and higher administrative costs, including workforce, benefits and insurance costs. The Partnership anticipates spending approximately $3 million, net of estimated insurance recoveries of
$4 million, the majority of which is expected to be incurred by the end of 2002, related to the continuing site clean-up, restoration and pipeline integrity activities from the
July 2002 leak on the Lakehead system.

Interest
expense for the first nine months of 2002 was $2.9 million lower than the same period of 2001 as higher average debt balances were offset by lower interest rates and
higher capitalized interest related to the Terrace Phase III expansion project. Interest is capitalized as part of the cost of constructing capital projects, and interest capitalization ceases once a
capital project is complete and ready for service.

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Three Months Ended September 30, 2002 Compared with Three Months Ended September 30, 2001

Net income for the third quarter of 2002 was $17.6 million, or $0.42 per unit, compared with $6.6 million, or $0.13 per unit in 2001. The increase
in net income was a result of higher earnings on the Lakehead System, as well as contributions from the North Dakota and East Texas systems. Comparative numbers for the third quarter of 2001 included
earnings from the North Dakota System but did not include earnings from the East Texas System, as it was purchased in November 2001. Earnings per unit were higher due to increased net income
offset by a greater number of units outstanding. A total of 4.51 million Class A Common Units were issued since July 1, 2001. The weighted-average number of units outstanding
increased from 30.7 million for the third quarter of 2001 to 35.2 million for the third quarter of 2002.

Operating
revenue for the third quarter of 2002 was $237.0 million, or $161.1 million higher than the third quarter of 2001. This increase is primarily due to the inclusion
of revenue from the East Texas system of $155.1 million and an increase in revenue from the Lakehead System of $6.0 million due to higher deliveries, a longer average haul distance, and
a heavier crude slate, which attracts a higher toll. Deliveries averaged 1.242 million bpd for the third quarter of 2002, an increase of approximately 2.7% from the 1.209 million bpd
averaged for the third quarter of last year.

Total
operating expenses for the third quarter of 2002 increased $150.5 million from the corresponding period of 2001, from $55.4 million to $205.9 million. The
increase primarily resulted from the inclusion of operating expenses related to the East Texas System of $149.9 million, which largely reflects the cost of natural gas, and an increase in
expenses related to the Lakehead System of $1.9 million. The absence of a one-time charge for oil losses of $5.4 million during the third quarter of 2001 was largely offset
by site clean-up, restoration and pipeline integrity costs of $4.4 million related to the leak that occurred in July, 2002.

Interest
expense was $13.5 million for the third quarter of 2002, compared to $14.4 million for the same period last year as higher average debt balances were offset by
lower interest rates and higher capitalized interest related to the Terrace Phase III expansion project.

Liquidity and Capital Resources

The primary cash requirements for the Partnership consist of normal operating expenses, maintenance and expansion capital expenditures, debt service and principle
payments, distributions to partners and acquisitions. Short-term cash requirements, such as operating expenses, maintenance capital expenditures and quarterly distributions to partners are
expected to be funded by operating cash flows. Long-term cash requirements for expansion projects and acquisitions are expected to be funded by several sources, including cash flows from
operating activities, borrowings under bank credit facilities and the issuance of additional equity and debt. The Partnership's ability to complete future debt and equity offerings and the timing of
any such offerings will depend on various factors, including prevailing market conditions, interest rates and the financial condition of the Partnership. During the first nine months of 2002, working
capital decreased by $47.3 million to ($218.6) million, primarily due to an increase in short-term debt to finance ongoing operating activities and construction costs related to the
Terrace Phase III expansion project. In keeping with the Partnership's financing plans, existing cash balances are used to partially finance expansion projects during construction. The Partnership
intends to extend the term of the 364 Day Credit Facility which is due January, 2003. The acquisition of Enbridge Midcoast Energy, Inc. from Enbridge Energy Company, Inc. will be financed primarily
through the assumption of additional debt and the issuance of i-units (see discussionRecent Developments). The Partnership does not expect the acquisition to adversely affect its ability
to fund long-term cash requirements.

At
September 30, 2002, cash and cash equivalents totaled $72.0 million, as compared to $40.2 million at December 31, 2001. Of this $72.0 million,
$44.1 million ($0.90 per unit) will be used

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for the cash distribution payable November 14, 2002, with the remaining $27.9 million available for capital expenditures or other business needs.

Cash
flow from operating activities for the nine months ended September 30, 2002 was $126.5 million, compared with $110.1 million for the same period last year. The
increase was primarily due to higher net income and depreciation expense, offset by a smaller change in operating assets and liabilities.

On
March 4, 2002, the Partnership issued 2.2 million Class A Common Units resulting in net proceeds to the Partnership of approximately $90.8 million. Of that
amount, a portion was used to repay indebtedness to an affiliate that was incurred to finance the acquisitions of the East Texas and North Dakota systems and the balance of the net proceeds was used
to repay a portion of the amount outstanding under the Partnership's revolving credit facilities. On April 3, 2002, 60,000 Class A Common Units were issued in connection with the
underwriter's exercise of the over-allotment option granted in connection with the March 4, 2002 offering resulting in net proceeds of approximately $2.5 million. These
offerings increased the number of Class A Common Units outstanding to 31,313,634.

The
Partnership anticipates spending approximately $22.0 million for pipeline system enhancements, $18.0 million for core maintenance, and $185.0 million for the
Terrace expansion project on the Lakehead System in 2002. Excluding major expansion projects and the recently acquired Midcoast assets, ongoing capital expenditures are expected to average
approximately $30.0 million on an annual basis (approximately 55% for core maintenance and 45% for enhancement of the systems). Core maintenance activities, such as the replacement of
equipment, will be undertaken to enable the Partnership's systems to continue to operate at their maximum operating capacity. Enhancements to the systems, such as renewal and replacement of pipe, are
expected to extend the life of the systems and permit the Partnership to respond to developing industry and government standards and the changing service expectations of its customers.

General

Recent Developments

On October 17, 2002, Enbridge Energy Management, L.L.C. ("Enbridge Management") completed the initial public offering of 9,000,000 of its shares
representing limited liability company interests with limited voting rights. Enbridge Management's share trade on the New York Stock Exchange under the symbol "EEQ". Enbridge Management used net
proceeds from the offering of $332.7 million to purchase 9,000,001 i-units, a new class of limited partner interests, from the Partnership. The Partnership used such net proceeds to
repay debt owed to affiliates that was assumed in connection with the acquisition by the Partnership of Enbridge Midcoast Energy, Inc. and its subsidiaries. In connection with the offering,
Enbridge Energy Company, Inc., the general partner of the Partnership, delegated to Enbridge Management the power to manage the business and affairs of the Partnership.

The
Partnership will distribute additional i-units, instead of cash, to Enbridge Management when it makes regular quarterly distributions on its common units. The Partnership
is required to retain cash approximately equal to the value of the i-units distributed to Enbridge Management each quarter. The Partnership expects to be able to use the cash retained in
respect of the i-units distributed to Enbridge Management for capital expenditures, acquisitions and other uses. In addition, the Partnership expects that it will be able to finance
capital expenditures, acquisitions and other cash needs through the sale of i-units to Enbridge Management in connection with its issuance of additional
shares.

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Effective
October 17, 2002, the Partnership acquired Enbridge Midcoast Energy, Inc. and its subsidiaries, which consist of the following three systems, from Enbridge Energy
Company, Inc. for approximately $820 million subject to customary post-closing adjustments:



The
Partnership funded this acquisition through the assumption of $805 million in debt related to the acquired systems, the issuance to Enbridge Energy Company, Inc. of an
additional $8.5 million equity interest in the Partnership and the payment to Enbridge Energy Company, Inc. of $6.5 million in cash, which was funded by the Partnership with
borrowings under its 364-day revolving credit facility.

These
systems significantly increase the scope and scale of the Partnership's natural gas operations and provide a platform from which it can pursue new growth opportunities.

Future Prospects

The primary objective of the Partnership is to continue to increase cash distributions to unit-holders. To achieve this objective, the Partnership
intends to:



The
Partnership anticipates increased availability of additional attractive acquisition targets and believes that it is well positioned to acquire these assets. The Partnership expects
that it will finance acquisitions through the issuance of common units and/or the incurrence or assumption of debt. The Partnership also expects to be able to finance acquisitions, as well as other
capital needs, through the

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sale of i-units to Enbridge Management. in connection with its issuance of additional shares and with the cash it retains because it is not required to make cash distributions on the
i-units. The Partnership anticipates hedging a significant amount of commodity price risk, if any, associated with any business that it might acquire, to help maintain a stable revenue
stream.

The
Partnership believes that it will be able to improve its financial performance in 2002 and 2003 through the following activities:



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The
Partnership's market risk is affected by changes in interest rates and commodity prices.

The
Partnership's exposure to movements in interest rates is managed through its long-term debt ratio target, its allocation of fixed and floating rate debt and the use of
interest rate risk management agreements. Qualitative information about the Partnership's financial instruments, which are sensitive to changes in interest rates, has not changed from that presented
in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2001.

As
the Partnership does not own the crude oil and NGLs it transports on the Lakehead System, its cash flows from that system are not directly affected by changes in commodity prices.
However, commodity prices have a direct impact on the underlying supply of and demand for crude oil and NGLs, which affects volumes transported by the Partnership on the Lakehead System.

The
portion of the Partnership's earnings and cash flows from the East Texas System, which was acquired on November 30, 2001, are directly exposed to movements in the prices of
natural gas and NGLs. The Partnership has entered into hedge transactions to help minimize volatility in the revenues from this system. The Partnership does not enter into derivative instruments for
speculative purposes.

ITEM 4. CONTROLS AND PROCEDURES

In
its recent Release No. 34-46427, effective August 29, 2002, the SEC, among other things, adopted rules requiring reporting companies to maintain disclosure
controls and procedures to provide reasonable assurance that a registrant is able to record, process, summarize and report the information required in the registrant's quarterly and annual reports
under the Securities Exchange Act of 1934 (the "Exchange Act"). While we believe that our existing disclosure controls and procedures have been effective to accomplish these objectives, we intend to
continue to examine, refine and formalize our disclosure controls and procedures and to monitor ongoing developments in this area.

The
principal executive officer and the principal financial officer of Enbridge Management, the delegate of our general partner, have informed us that, based upon their evaluation within
90 days of the filing date of this report, of our disclosure controls and procedures (as defined in Rule 13a-14(c) and Rule 15d-14(c) under the Exchange
Act), they have concluded that those disclosure controls and procedures are effective.

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There
have been no changes in our internal controls or in other factors known to us that could significantly affect these controls subsequent to their evaluation, nor were any corrective
actions with regard to significant deficiencies and material weaknesses necessary.

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PART IIOTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The
Partnership is a participant in various legal proceedings arising in the ordinary course of business. Some of these proceedings are covered, in whole or in part, by insurance. The
Partnership believes that the outcome of all these proceedings will not, individually or in the aggregate, have a material adverse effect on the financial condition of the Partnership.

For
information regarding other legal proceedings arising in 2001 or with regard to which material developments were reported during 2001, see Part I. Item 3., "Legal
Proceedings," in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2001.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K





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SIGNATURE

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

| |  | ENBRIDGE ENERGY PARTNERS, L.P.(Registrant)                                                                              
| |  | ------------------------------------------------------------------------------------------------------------------------
| |  | By: Enbridge Energy Management, L.L.C.
        as delegate of Enbridge Energy Company, Inc.,
        its General Partner
| |  | By:                                                                                                                     
| |  | Dated: November 14, 2002                                                                                                

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CERTIFICATE OF PRINCIPAL EXECUTIVE OFFICERPursuant to Section 906(a) of the Sarbanes-Oxley Act of 2002  Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18
United States Code

The
undersigned, being the Principal Executive Officer of Enbridge Energy Management, L.L.C., the delegate of the general partner of Enbridge Energy Partners, L.P. (the "Partnership"), hereby
certifies that the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2002, filed with the United States Securities and Exchange
Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)), fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and that information contained in such Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Dated
November 14, 2002

|/s/DAN C. TUTCHERDan C. Tutcher
President and Principal Executive Officer | 
|------------------------------------------------------------------------- | 

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Sarbanes-Oxley Section 302(a) Certification

I,
Dan C. Tutcher, certify that:

Dated
November 14, 2002

|/s/DAN C. TUTCHERDan C. Tutcher
President and Principal Executive Officer | 
|------------------------------------------------------------------------- | 

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CERTIFICATE OF PRINCIPAL FINANCIAL OFFICERPursuant to Section 906(a) of the Sarbanes-Oxley Act of 2002  Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18
United States Code

The
undersigned, being the Principal Financial Officer of Enbridge Energy Management, L.L.C., the delegate of the general partner of Enbridge Energy Partners, L.P. (the "Partnership"), hereby
certifies that the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2002, filed with the United States Securities and Exchange
Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)), fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and that information contained in such Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

|Dated November 14, 2002                                 | 
|------------------------------------------------------- | 
|/s/MARK A. MAKIMark A. Maki
Principal Financial Officer | 

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Sarbanes-Oxley Section 302(a) Certification

I,
Mark A. Maki, certify that:

|Date: November 14, 2002                                 | 
|------------------------------------------------------- | 
|/s/MARK A. MAKIMark A. Maki
Principal Financial Officer | 

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EXHIBIT INDEX

|3.1  | Third Amended and Restated Agreement of Limited Partnership of Enbridge Energy Partners, L.P.                                               
|---- | --------------------------------------------------------------------------------------------------------------------------------------------
|10.1 | Contribution Agreement (Exhibit 10.1 to the Partnership's Registration Statement on Form S-3/A filed July 8, 2002)                          
|10.2 | Delegation of Control Agreement                                                                                                             
|10.3 | Amended and Restated Treasury Services Agreement                                                                                            
|10.4 | Operational Services Agreement                                                                                                              
|10.5 | General and Administrative Services Agreement                                                                                               
|10.6 | Omnibus Agreement                                                                                                                           
|10.7 | First Amendment to Contribution Agreement (Exhibit 10.8 to the Partnership's Registration Statement on Form S-3/A filed September 24, 2002).
|10.8 | Second Amendment to Contribution Agreement (Exhibit 99.3 to the Partnership's Current Report on Form 8-K filed October 31, 2002)            

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