Exhibit 99.1

As
approved October 10, 2002

This Charter is under review for compliance with
the newly adopted rules of the NYSE with which
the Company must comply by October 31, 2004.

AUDIT COMMITTEE CHARTER  ENBRIDGE ENERGY MANAGEMENT, L.L.C.

Purpose

The purpose of the Audit Committee is to serve as an independent and objective party to:



Consistent
with this purpose, the Audit Committee should encourage continuous improvement of, and should foster adherence to, the Company's policies, procedures and practices at all
levels.

Membership

The Audit Committee shall be comprised of three or more Directors, as determined by the Board of Directors or a nominating committee of the Board of Directors,
none of whom shall be an affiliate of the Company or an employee or a person who receives any compensation from the Company other than fees paid for service as a Director. The members of the Audit
Committee shall be elected by the Board of Directors or a nominating committee of the Board of Directors annually and shall serve until their successors shall be duly elected and qualified. Each
member shall be "independent" as defined from time to time by the listing standards of the New York Stock Exchange (the "NYSE") and by applicable regulations of the Securities and Exchange Commission
(the "SEC") and shall meet any other applicable independence requirements of the NYSE and SEC. Accordingly, the Board of Directors shall determine annually whether each member is free from any
relationship that may interfere with his or her independence from management and the Company. No member shall serve on an audit committee of more than two other public companies.

Each
member shall be (or shall become within a reasonable time after appointment) financially literate, and at least one member shall be a "financial expert" as defined from time to time
by applicable regulations of the SEC.

Notwithstanding
the foregoing membership requirements, no action of the Audit Committee shall be invalid by reason of any such requirement not being met at the time such action is taken.

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Meetings and Structure

The Audit Committee shall meet at least four times per year to review the financial information of the Company, consistent with its duties and responsibilities,
and as many additional times as the members deem necessary. The Audit Committee should meet at least annually with management, the Company's senior internal auditing executive, and the independent
public accountants in separate executive sessions to discuss any matters that the Audit Committee or each of these groups believe should be discussed privately.

The
Board of Directors shall appoint one member of the Audit Committee as chairperson. The chairperson shall be responsible for leadership of the committee, including preparing the
agenda, presiding over the meetings, making committee assignments and reporting to the Board of Directors. The chairperson will also maintain regular liaison with the Chief Executive Officer, the
Chief Financial Officer, the lead audit partner of the Company's independent public accountants and the Company's senior internal auditing executive.

Accountability of the Independent Public Accountants

The independent public accountants are accountable to the Audit Committee. The Audit Committee shall have the sole authority and responsibility with respect to
the selection, engagement, compensation, oversight, evaluation and, where appropriate, dismissal of the Company's independent public accountants.

Committee Authority and Responsibilities

The Audit Committee shall have the authority to take all actions it deems advisable to fulfill its responsibilities and duties. The Audit Committee shall have the
authority to retain special legal counsel, accounting experts, or other consultants to advise the Audit Committee, which may be the same as or different from the Company's primary legal counsel,
accounting experts and other consultants. The Audit Committee may require any officer or employee of the Company or any of its subsidiaries or any of its affiliates that are performing services for
the Company, the Company's outside legal counsel, and the Company's independent public accountants to meet with the Audit Committee or any member of the Audit Committee.

The
Audit Committee shall be responsible for the resolution of any disagreements between the independent public accountants and management regarding the Company's financial reporting.

The
Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to the independent public accountants employed by the Company for the
purpose of rendering or issuing an audit report and to any advisers employed by the Audit Committee.

The
Audit Committee shall have the following duties and responsibilities:

Independent Public Accountants

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Review







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Financial Reporting Processes



Process Improvement

Ethical and Legal Compliance



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General

Review of Committee Charter

At least annually, the Audit Committee shall review and reassess the adequacy of this Charter. The Audit Committee shall report the results of the review to the
Board of Directors and, if necessary, make recommendations to the Board of Directors to amend this Charter.

Limitations

While the Audit Committee has the responsibilities and powers set forth in this Charter and management and the independent public accountants for the Company are
accountable to the Audit Committee, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company's financial statements are complete and accurate and are in
accordance with generally accepted accounting principles. This is the responsibility of management.

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