UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549  FORM 10–Q x
  QUARTERLY
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2001ORo
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
  SECURITIES EXCHANGE ACT OF 1934For
  the transition period from __________ to __________
  Commission
file number 1-10934 LAKEHEAD PIPE LINE PARTNERS, L.P.(Exact name of Registrant as specified in its charter)Delaware
  39-1715850(State or other jurisdiction ofincorporation or organization)
  (I.R.S. EmployerIdentification
  No.)Lake Superior Place21 West Superior StreetDuluth, MN 
  55802-2067(Address of principal executive offices and zip code)(218) 725-0100(Registrant's telephone number, including area code)
  Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YesxNoo The
Registrant had 24,990,000
Class A Common Units outstanding as at May 14, 2001.   TABLE OF CONTENTS

PART I. FINANCIAL
  INFORMATIONItem
  1.
  Financial StatementsConsolidated Statement
  of Income for the three month periods ended March 31, 2001 and 2000Consolidated
  Statement of Cash Flows for the three month periods ended March 31, 2001 and
  2000Consolidated
  Statement of Financial Position as at March 31, 2001 and December 31, 2000Consolidated
  Statement of Partners Capital for the three month period ended March 31,
  2001Notes
  to Consolidated Financial StatementsItem
  2.
  Managements
  Discussion and Analysis of Financial Condition and Results of OperationsItem
  3.
  Quantitative
  and Qualitative Disclosures About Market RiskPART II. OTHER INFORMATIONItem
  1.
  Legal ProceedingsItem
  6.
  Exhibits and
  Reports on Form 8-KSignatureThis
Quarterly Report on Form 10-Q contains forward-looking statements. These
statements are based on the Partnership's beliefs 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:


the
Partnership's dependence upon adequate supplies of and demand for western
Canadian crude oil, the Partnership's ability to acquire other companies and assets, the price of crude oil and the willingness of shippers to ship crude
oil, regulation of the Partnership's tariffs by the Federal Energy
Regulatory Commission and the possibility of unfavorable outcomes of future
tariff proceedings, and the effects of competition, in particular, by other pipeline systems.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
2000 Annual Report on Form 10-K.

PART I – FINANCIAL INFORMATION




ITEM 1. 
FINANCIAL STATEMENTS




LAKEHEAD PIPE LINE PARTNERS, L.P.CONSOLIDATED STATEMENT OF INCOME





Three months ended
  March 31,(unaudited;
  dollars in millions, except per unit amounts)
  2001
  2000Operating
  Revenue
  $71.9
  $78.8ExpensesPower
  11.7
  12.5Operating and administrative
  20.1
  17.7Depreciation
  15.4
  15.347.2
  45.5Operating
  Income
  24.7
  33.3Interest and Other
  Income
  0.7
  1.6Interest
  Expense
  (15.2)
  (14.6)Minority
  Interest
  (0.1)
  (0.2)Net
  Income
  $10.1
  $20.1Net
  Income Per Unit (Note 3)
  $0.27
  $0.62Cash
  Distributions Paid Per Unit (Note 4)
  $0.875
  $0.875See
accompanying notes to the consolidated financial statements.

LAKEHEAD PIPE LINE PARTNERS, L.P.CONSOLIDATED STATEMENT OF CASH
FLOWS




Three months ended
  March 31,(unaudited;
  dollars in millions)
  2001
  2000Cash Provided from
  Operating ActivitiesNet income
  $10.1
  $20.1Adjustments
  to reconcile net income to cash provided from operating activities:Depreciation
  15.4
  15.3Other
  1.1
  (0.1)Changes in operating assets and
  liabilities:Accounts receivable and other
  1.7
  3.5Oil Inventory
  2.1
  (1.3)Materials and supplies
  -
  (0.3)General Partner and affiliates
  4.7
  (0.4)Accounts payable and other
  (3.8)
  (0.5)Interest payable
  12.5
  10.3Property and other taxes
  2.9
  2.946.7
  49.5Investing
  ActivitiesAdditions to property, plant and equipment
  (2.4)
  (0.2)Repayments from affiliate
  0.1
  0.9Changes in construction payables
  (4.0)
  (0.2)(6.3)
  0.5Financing
  ActivitiesVariable rate financing, net
  -
  (10.0)Distributions to partners
  (27.6)
  (27.6)Minority interest
  (0.3)
  (0.3)Debt financing costs
  (0.1)
  -(28.0)
  (37.9)Increase in Cash and
  Cash Equivalents *
  12.4
  12.1Cash
  and Cash Equivalents at Beginning of Period
  37.2
  40.0Cash
  and Cash Equivalents at End of Period
  $49.6
  $52.1

* Cash equivalents are defined as all highly marketable
securities with a maturity of three months or less when purchased.

See
accompanying notes to the consolidated financial statements.






LAKEHEAD PIPE LINE PARTNERS, L.P.CONSOLIDATED STATEMENT OF
FINANCIAL POSITION




March 31,
  December 31,(unaudited,
  except for December 31, 2000; dollars in millions)
  2001
  2000ASSETSCurrent
  AssetsCash and cash equivalents
  $49.6
  $37.2Due from General Partner and affiliates
  -
  1.5Accounts receivable and other
  24.0
  25.7Oil inventory
  6.8
  8.9Advances to affiliate
  5.8
  5.9Materials and supplies
  7.7
  7.793.9
  86.9Deferred
  Charges and Other
  7.0
  7.9Property,
  Plant and EquipmentAt cost
  1,590.9
  1,588.5Accumulated depreciation
  (322.0)
  (306.6)1,268.9
  1,281.9$1,369.8
  $1,376.7LIABILITIES AND PARTNERS' CAPITALCurrent
  LiabilitiesDue to General Partner and affiliates
  $3.2
  $  -Accounts payable and other
  9.6
  17.4Interest payable
  19.0
  6.5Property and other taxes
  17.3
  14.449.1
  38.3Other
  Deferred Credits
  1.0
  -Long-Term Debt
  799.3
  799.3Minority
  Interest
  3.0
  3.2Contingencies
  (Note
  5)852.4
  840.8Partners'
  CapitalClass A Common Unitholders (Units authorized and issued 
  24,990,000)
  473.2
  488.6Class B Common Unitholder (Units
  authorized and issued  3,912,750)
  40.1
  42.1General Partner
  5.1
  5.2Accumulated Other Comprehensive Loss (Notes 6
  & 7)
  (1.0)
  -517.4
  535.9$1,369.8
  $1,376.7See
accompanying notes to the consolidated financial statements.






LAKEHEAD PIPE LINE PARTNERS, L.P.CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL




(Unaudited, except for
  Class A
  Class B
  
  Other
  TotalDecember
  31, 2000;
  Common
  Common
  General
  Comprehensive
  Consolidateddollars
  in millions)
  Unitholders
  Unitholder
  Partner
  Loss
  Partners CapitalPartners' Capital at
  December 31, 2000
  $488.6
  $42.1
  $5.2
  $   -
  $535.9Net Income Allocation
  6.5
  1.4
  2.2
  -
  10.1Distributions
  to Partners
  (21.9)
  (3.4)
  (2.3)
  -
  (27.6)Floating
  to Fixed Interest Rate Swaps
  -
  -
  -
  (1.0)
  (1.0)Partners' Capital at
  March 31, 2001
  $473.2
  $40.1
  $5.1
  $(1.0)
  $517.4See
accompanying notes to the consolidated financial statements.









NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS (unaudited)




1.          Basis
of Presentation

The
accompanying unaudited consolidated financial statements have been prepared in
accordance with United States generally accepted accounting principles 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
March 31, 2001 and December 31, 2000; the results of operations for the three
month periods ended March 31, 2001 and 2000; and cash flows for the three month
periods ended March 31, 2001 and 2000. 
The results of operations for the three months ended March 31, 2001
should not be taken as indicative of the results to be expected for the full
year.  The interim financial statements
should be read in conjunction with the Partnership's consolidated financial
statements and notes thereto presented in the Partnership's 2000 Annual Report
on Form 10-K.2.          Comparative
Amounts

Certain
comparative amounts have been reclassified to conform with the current
quarters financial statement presentation.3.          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% 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
  March 31,
  (unaudited; dollars in millions, except per unit amounts)
  2001
  2000Net income
  $10.1
  $20.1Net income allocated to General Partner
  (0.1)
  (0.2)Incentive
  distributions and historical cost depreciation adjustments
  (2.1)
  (2.1)(2.2)
  (2.3)Net income allocable to Common Units
  $7.9
  $17.8Weighted Average Common Units outstanding
  (millions)
  28.9
  28.9Net income per unit
  $0.27
  $0.624.          Cash Distribution

On
April 19, 2001, the Board of Directors of the General Partner declared a cash
distribution for the quarter ended March 31, 2001 of $0.875 per unit.  The distribution will be made on May 15,
2001 to Unitholders of record on April 30, 2001.5.          Environmental
Contingencies

The
Partnership is subject to federal and state laws and regulations relating to
the protection of the environment. 
Environmental risk is inherent to liquid pipeline operations and the
Partnership could, at times, be subject to environmental cleanup and
enforcement actions.  The General
Partner manages this environmental risk through appropriate environmental
policies and practices to minimize the impact to the Partnership.  To the extent that the Partnership is unable
to recover environmental costs in its rates (if not recovered through
insurance), the General Partner has agreed to indemnify the Partnership from
and against any costs relating to environmental liabilities associated with the
pipeline system prior to its transfer to the Partnership in 1991.  This excludes any liabilities resulting from
a change in laws after such transfer. 
The Partnership continues to voluntarily investigate past leak sites for
the purpose of assessing whether any remediation is required in light of
current regulations, and to date no material environmental risks have been
identified.6.          Adoption
of New Accounting Standard

During
2001, the Partnership adopted Statement of Financial Accounting Standards No.
133, Accounting for Derivative Instruments and Hedging Activities.This Statement
requires that all derivatives be recognized at fair value in the balance sheet
and all changes in fair value be recognized currently in earnings or deferred
as a component of other comprehensive income, depending on the intended use of
the derivative, its resulting designation and its effectiveness.The Partnership enters into forward interest rate
agreements, swaps and collars to hedge against the effect of future interest
rate movements on its borrowings.These agreements meet the criteria for hedge
accounting and are being treated as cash flow hedges under SFAS No. 133.  The transition adjustment at January 1, 2001
was recorded as a liability and a reduction in other comprehensive income of
$0.1 million.  At March 31, 2001, this
liability increased $0.9 million to $1.0
million due to revaluation of the floating to fixed interest rate swaps held by
Lakehead Pipe Line Company, Limited Partnership and is reflected in Partners
Capital on the Consolidated Statement of Financial Position.  The cumulative fair value of the interest
rate hedges is included as a reduction in other comprehensive income in the
first quarter of 2001.  The amounts
accumulated in other comprehensive income are recognized in earnings as
settlements of the swaps occur.  The
Partnership does not intend to settle the forward interest rate swaps until
their maturity date.  Therefore, there
is no forecasted impact to earnings within the next twelve months.7.          Comprehensive
Income

Comprehensive
income for the quarter ended March 31, 2001 was $9.1 million (quarter ended
March 31, 2000 - $20.1 million). 
Comprehensive income is the change in equity of a business enterprise
from transactions and other events and circumstances from non-owner sources. It
includes all changes in equity during a period, except those resulting from
investments by owners and distributions to owners. Comprehensive income for the
Partnership includes the earnings for the current period less the impact of the
floating to fixed interest rate swap derivative instruments, described in Note
6 above.ITEM 2.

  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
  CONDITION AND RESULTS OF OPERATIONSResults of Operations

Net income for first quarter 2001 was
$10.1 million, or $0.27 per unit, compared with 2000 first quarter net income
of $20.1 million, or $0.62 per unit, a decrease of $10.0 million, or $0.35 per
unit.  The decrease in net income was a
result of lower operating revenue due to reduced deliveries, a lower tariff
related to the
System Expansion Program II (SEP II)and shorter average haul
distance, as well as an increase in oil measurement losses.

Operating revenue for first quarter 2001
was $71.9 million, $6.9 million lower than first quarter 2000. This decline is
primarily attributable to reduced deliveries, a shorter average haul distance
as well as a lower tariff related to SEP II.Deliveries
averaged 1,347,000 barrels per day (bpd) for the first quarter 2001, down 1%
from the 1,362,000 bpd averaged for the first quarter last year.  These lower deliveries, along with one less
pumping day in 2001 compared to first quarter last year, had the impact of
reducing revenue by approximately $1.7 million. The average haul distance during the
first quarter 2001 was shorter, as there was an increase in deliveries to
Clearbrook, Minnesota compared to last year. 
Some of the refineries in the Minneapolis, Minnesota area were
processing more western Canadian heavy crude than last year, due to the
favorable pricing environment for heavy crude. 
The shorter average haul distance had a negative impact on revenue by
approximately $1.0 million.  Finally, the
SEP II tariff was lower in the first quarter 2001, as it was based on full year
deliveries in the April 2000 tariff filing compared to 11 months of deliveries
in the initial April 1999 tariff filing.  
Eleven months of deliveries was used in the initial filing, due to the
timing of the in-service date for the project. 
As a result, first quarter 2001 revenue was lower by approximately $1.0
million.  The Partnership anticipates
that deliveries will improve over the remainder of 2001 to average between 1.40
and 1.45 million bpd on a full year basis. Based on this forecast, the
Partnership estimates net income will be between $75 million and $80 million in
2001.System utilization, measured in barrel miles, was 83
billion for the first quarter 2001, as compared to 85 billion for last years
first quarter, reflecting the decrease in deliveries by the Partnership and
lower average haul.

Total operating expenses for first
quarter 2001 increased $1.7 million, or 3.7%, from the corresponding period of
2000.  The increase resulted from higher
operating and administrative costs offset partially by lower power costs.  Operating and administrative expenses increased
primarily due to an increase in oil measurement losses resulting from oil price
differentials and degradation costs.These
increases were partially offset by lower power costs associated with reduced
deliveries.

Interest
expense was $15.2 million for first quarter 2001, compared to $14.6 million for
the same period last year.  The increase
in 2001 reflects the higher interest rate associated with the senior unsecured
notes that were issued in November 2000. 
The rate on these notes is 7.9%, which is higher than the rate on the
bank debt that was repaid with the net proceeds from this issuance.

Liquidity and Capital Resources

The
Partnership anticipates that it will continue to have adequate liquidity to
fund future recurring operating, investing and financing activities.  The Partnership intends to fund ongoing
capital expenditures with borrowings, cash generated from operating activities,
existing cash and cash equivalents and the proceeds from future equity and debt
offerings.  Cash distributions are
expected to be funded with internally generated cash. 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.

At
March 31, 2001, cash and cash equivalents totaled $49.6 million, as compared to
$37.2 million at December 31, 2000.  Of
this $49.6 million, $27.9 million ($0.875 per unit) will be used for the cash
distribution payable May 15, 2001, with the remaining $21.7 million available
for capital expenditures or other business needs.

Cash
flow from operating activities for first quarter 2001 was $46.7 million, as
compared with $49.5 million for the same period last year.  Cash flow from operating activities
decreased due to lower net income, but was partially offset by changes in working
capital.

The Partnership anticipates spending
approximately $9.0 million for pipeline system enhancements, $10.0 million for
core maintenance, and $9.0 million on expansion activities in 2001.  Excluding major expansion projects, ongoing
capital expenditures are expected to average approximately $20.0 million on an
annual basis (approximately 50% for core maintenance and 50% for enhancement of
the pipeline system).  Core maintenance
activities, such as the replacement of equipment and preventive maintenance
programs, will be undertaken to enable the Partnership's pipeline system to
continue to operate at its maximum operating capacity.  Enhancements to the pipeline system, such as
renewal and replacement of pipe, are expected to extend the life of the
Lakehead System and permit the Partnership to respond to developing industry
and government standards and the changing service expectations of its
customers.

General

Future Prospects

The Partnership believes that it is well
positioned for future growth.  This
growth is expected to come from two sources: growth of the existing Lakehead
System, and development or acquisition of complimentary businesses with a
similar risk profile to that of the Lakehead System.

Income and cash flows of the
Partnerships existing pipeline business are sensitive to oil industry supply
and demand in Canada and the United States and to the regulatory
environment.  As the Partnerships
pipeline system is operationally integrated with the Enbridge Pipelines Inc.
system (Enbridge Pipelines System) in western Canada, the Partnerships
revenues are dependent upon the utilization of the Enbridge Pipelines System by
producers of western Canadian crude oil.

The Partnership recently completed its
annual survey of upstream producers related to the long-term supply potential
of liquid hydrocarbons from the western Canadian basin.  The survey, which is generally consistent
with results of a forecast by the Canadian Association of Petroleum Producers,
indicates that production is expected to climb steadily over the next several
years, as increased heavy and synthetic crude oil are expected to offset
declines in conventional supply.  This
forecast is consistent with the recent request by shippers to trigger Phase II
of the Terrace Expansion Program (Terrace) to increase capacity by 40,000
barrels per day on the Enbridge Pipelines System.  As well, shippers have requested that delivery capability of the
Lakehead System in the major Chicago-area refining center be enhanced by late
2003.  Enbridge and Lakehead are in
discussions with customers regarding further system expansion to handle crude
oil transportation requirements in late 2003 and beyond, in particular, the
timing and specifications for Terrace Phase III.  Terrace is a multi-stage expansion program designed to provide an
additional net 350,000 barrels per day of heavy crude oil transportation
capacity on the Lakehead System.

Diversification
of the Partnership's energy transportation business is a key objective of its
strategic plan. Business development efforts to grow through the development of
complementary businesses and through acquisitions are a focus of the strategic
plan. The Partnership regularly analyzes and discusses with others potential
acquisitions, some of which may be significant relative to its current
size.  The Partnership intends to
finance its acquisition activities through a combination of new financing, but
its growth may be restrained if debt and equity capital are not available to it
on acceptable terms or if it cannot obtain necessary approvals, including any
required special committee approvals.

On
March 8, 2001, the Partnership announced a definitive agreement to acquire the
assets of Enbridge Pipelines (North Dakota) from its affiliate, Enbridge Inc.
("Enbridge").  The assets
consist of a 950-mile crude oil pipeline system with capacity of 84,000 barrels
per day, which transports crude oil from Montana, North Dakota and western
Canadian oil fields to the Lakehead System and a connecting carrier at
Clearbrook, Minnesota.  The purchase
price for this transaction is approximately $33.0 million, and the closing is
expected to occur in late May 2001. The terms of this acquisition were
negotiated and approved by a special committee of independent directors of the
general partner.

The Partnership may in the future acquire
other mature energy transportation assets from Enbridge. Those acquisitions may
include a portion of the assets recently acquired by Enbridge in connection
with its acquisition of Midcoast Energy Resources Inc. of Houston in a
transaction valued at approximately $600 million. Midcoast transports, gathers,
processes and markets natural gas and other petroleum products through over 80
company-owned pipelines covering approximately 4,100 miles in 10 states, the
Gulf of Mexico and Canada.

Neither the Partnership nor Enbridge has
identified any particular assets owned by Enbridge for transfer to the
Partnership, and no proposal for an acquisition of any of these assets is
currently pending. The Partnership cannot predict which, if any, energy
transportation assets owned by Enbridge it may ultimately acquire or the terms
of any such acquisitions. Any acquisitions from Enbridge will depend on a
number of factors including the availability of acceptable alternative
acquisition opportunities from third parties and the Partnership's financing
capability at the time acquisition opportunities may arise.

Regulatory Issues

On March 20, 2001, the Partnership filed
a new tariff with the Federal Energy Regulatory Commission (FERC), which took
effect April 1, 2001.  This new tariff
reflects the annual adjustment to the SEP II surcharge, including a true-up of
the 2000 actual SEP II cost of service, along with an estimate for 2001.  The amount of the true-up of the 2000 actual
SEP II cost of service was $7.1 million, including interest. The tariff allows
the Partnership to recover the cost of service for SEP II facilities and earn a
return on its SEP II equity investment, which varies with the utilization of
SEP II capacity on the Enbridge System in western Canada.  During 2001, the Partnership will earn a
7.5% return on its SEP II equity investment, the minimum provided in the SEP II
Tariff Agreement.  The filing also
included a reallocation of the Terrace fixed toll of Cdn. $0.05 per barrel
between the Partnership and Enbridge Pipelines Inc.  Effective April 1, 2001, these two parties agreed to reallocate
the toll surcharge, Cdn. $0.04 ($0.026 U.S.) to the Partnership and Cdn. $0.01
to Enbridge Pipelines Inc.  This
re-allocation is permitted under the terms of the Tariff Agreement.

Houston,
Texas Office

On
May 14, 2001, the Partnership announced the intention to relocate all of the
administrative support functions provided by its Duluth, Minnesota office to
Houston, Texas.  The relocation is
expected to be completed by January 1, 2002. 
The Partnership estimates that its share of these relocation costs may
range from $2.0 to $5.0 million.  The
costs to the Partnership of the relocation are not expected to adversely affect
the Partnership's ability to make cash distributions at the current rate.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK





The Partnerships financial instrument
market risk is primarily impacted by changes in interest rates.  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.  Information about
the Partnerships financial instruments that are sensitive to changes in
interest rates has not changed from that presented in the Partnerships 2000
Annual Report on Form 10-K.

As the Partnership does not own the crude
oil and natural gas liquids (NGL) it transports, its cash flows are not
directly impacted by changes in commodity prices.  However, commodity prices have a direct impact on the underlying
supply and demand for crude oil and NGL which impacts volumes transported by
the Partnership.

The Partnership does not currently hold
or issue derivative instruments for trading or speculative purposes.

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 2000 or with regard to which material developments were
reported during 2000, see Part I. Item 3., "Legal Proceedings," in
the Partnerships 2000 Annual Report on Form 10-K.

ITEM 6. 
EXHIBITS AND REPORTS ON FORM 8-K






a)
  ExhibitsNone.b)
  Reports on Form 8-KA
  report on Form 8-K was filed March 13, 2001, submitting a press release dated
  March 8, 2001, announcing Board of Director approval for the acquisition of
  100% of Enbridge Pipelines (North Dakota) Inc.A
  report of Form 8-K was filed May 7, 2001, submitting an audited Consolidated
  Statement of Financial Position of Lakehead Pipe Line Company, Inc., the
  General Partner of Lakehead Pipe Line Partners, L.P., at December 31, 2000
  and 1999, together with the report of Independent Public Accountants.

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.

LAKEHEAD PIPE LINE PARTNERS,
  L.P.(Registrant)By:  Lakehead Pipe Line Company, Inc. as
  General Partner/s/ J.L. BalkoJ.L.
  BalkoChief Accountant(Principal Financial and Accounting Officer)Dated:  May 14, 2001