<PAGE>

================================================================================

                                  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 1934
                For the quarterly period ended SEPTEMBER 30, 2001

                                       OR

           [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                        For the transition period from to

                        Commission file number 333-59597


                      ENBRIDGE ENERGY, LIMITED PARTNERSHIP
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



                DELAWARE                              39-1715851
    (STATE OR OTHER JURISDICTION OF                (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                IDENTIFICATION NO.)



                               1100 LOUISIANA ST.
                                   29TH FLOOR
                                HOUSTON, TX 77002
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

                                 (713) 650-8900
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE )

                               ------------------

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]  No [ ]

================================================================================

<PAGE>

                                TABLE OF CONTENTS
                                                                            PAGE
                         PART I - FINANCIAL INFORMATION

ITEM 1.    Financial Statements

            Statement of Income for the three month
              and nine month periods ended September 30, 2001 and 2000........1

            Statement of Cash Flows
              for the nine month periods ended September 30, 2001 and 2000....2

            Statement of Financial Position
              as at September 30, 2001 and December 31, 2000..................3

            Statement of Partners' Capital
              for the nine month period ended September 30, 2001..............4

            Notes to the Financial Statements.................................4

ITEM 2.    Management's Discussion and Analysis of
            Financial Condition and Results of Operations.....................5

ITEM 3.    Quantitative and Qualitative Disclosures About Market Risk.........8


                           PART II - OTHER INFORMATION

ITEM 1.    Legal Proceedings..................................................9

ITEM 6.    Exhibits and Reports on Form 8-K..................................10

SIGNATURE  ..................................................................11

      THIS QUARTERLY REPORT ON FORM 10-Q CONTAINS FORWARD-LOOKING STATEMENTS.
THESE STATEMENTS ARE BASED ON THE ENBRIDGE ENERGY, LIMITED PARTNERSHIP'S (THE
"REGISTRANT" OR "PARTNERSHIP") 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:

      o   THE PARTNERSHIP'S DEPENDENCE UPON ADEQUATE SUPPLIES OF AND DEMAND FOR
          WESTERN CANADIAN CRUDE OIL,

      o   THE PRICE OF CRUDE OIL AND THE WILLINGNESS OF SHIPPERS TO SHIP CRUDE
          OIL,

      o   REGULATION OF THE PARTNERSHIP'S TARIFFS BY THE FEDERAL ENERGY
          REGULATORY COMMISSION AND THE POSSIBILITY OF UNFAVORABLE OUTCOMES OF
          FUTURE TARIFF PROCEEDINGS, AND

      o   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.

<PAGE>

--------------------------------------------------------------------------------

PART I - FINANCIAL INFORMATION
--------------------------------------------------------------------------------

ITEM 1.  FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

                      ENBRIDGE ENERGY, LIMITED PARTNERSHIP
                               STATEMENT OF INCOME
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                   Three months ended                   Nine months ended
                                                      September 30,                        September 30,
(UNAUDITED; DOLLARS IN MILLIONS)                 2001              2000               2001              2000
---------------------------------------------------------------------------------------------------------------
<S>                                            <C>               <C>                <C>                <C>
Operating Revenue                              $  73.0           $   74.9           $  225.0           $  232.0
---------------------------------------------------------------------------------------------------------------

Expenses
   Power                                          11.9               10.8               36.3               35.6
   Operating and administrative                   26.4               19.8               72.8               57.1
   Depreciation                                   15.4               15.3               46.3               45.8
---------------------------------------------------------------------------------------------------------------

                                                  53.7               45.9              155.4              138.5
---------------------------------------------------------------------------------------------------------------

Operating Income                                  19.3               29.0               69.6               93.5

Interest and Other Income                          0.7                0.5                2.2                2.8

Interest Expense                                 (14.1)             (15.1)             (44.1)             (44.9)
---------------------------------------------------------------------------------------------------------------

Net Income                                     $   5.9           $   14.4           $   27.7           $   51.4
===============================================================================================================
</TABLE>

SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.


                                       1

<PAGE>

--------------------------------------------------------------------------------

                      ENBRIDGE ENERGY, LIMITED PARTNERSHIP
                             STATEMENT OF CASH FLOWS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                            Nine months ended
                                                                              September 30,
(UNAUDITED; DOLLARS IN MILLIONS)                                          2001            2000
------------------------------------------------------------------------------------------------
<S>                                                                    <C>               <C>
Cash Provided from Operating Activities
   Net income                                                          $   27.7          $  51.4
   Adjustments to reconcile net income to
     cash provided from operating activities:
        Depreciation                                                       46.3             45.8
        Other                                                              (0.3)            (3.1)
        Changes in operating assets and liabilities:
           Accounts receivable and other                                    4.1             (9.1)
           Oil inventory                                                    6.2              7.3
           Materials and supplies                                          (0.1)            (0.3)
           General Partner and affiliates                                   9.0              0.5
           Accounts payable and other                                       6.5             (3.8)
           Interest payable                                                12.5             10.8
           Property and other taxes                                        (2.4)            (1.4)
------------------------------------------------------------------------------------------------

                                                                          109.5             98.1
------------------------------------------------------------------------------------------------

Investing Activities
   Repayments from affiliate                                                3.0              1.3
   Additions to property, plant and equipment                             (12.4)           (10.6)
   Changes in construction payables                                        (4.1)            (2.2)
------------------------------------------------------------------------------------------------

                                                                          (13.5)           (11.5)
------------------------------------------------------------------------------------------------

Financing Activities
   Variable rate financing, net                                           (80.0)            15.0
   Loan from Enbridge Energy Partners, L.P., net                           (0.2)            --
   Proceeds from unit issuance, net                                        80.7             --
   Distributions to partners                                              (85.4)           (83.7)
   Debt financing costs                                                    (0.3)            --
   Other                                                                   --               --
------------------------------------------------------------------------------------------------

                                                                          (85.2)           (68.7)
------------------------------------------------------------------------------------------------

Increase in Cash and Cash Equivalents *                                    10.8             17.9

Cash and Cash Equivalents at Beginning of Period                           37.2             40.0
------------------------------------------------------------------------------------------------

Cash and Cash Equivalents at End of Period                             $   48.0          $  57.9
================================================================================================
</TABLE>

* CASH EQUIVALENTS ARE DEFINED AS HIGHLY MARKETABLE SECURITIES WITH A MATURITY
  OF THREE MONTHS OR LESS WHEN PURCHASED.

SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.


                                       2

<PAGE>

--------------------------------------------------------------------------------

                      ENBRIDGE ENERGY, LIMITED PARTNERSHIP
                         STATEMENT OF FINANCIAL POSITION
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                         September 30,     December 31,
(UNAUDITED, EXCEPT FOR DECEMBER 31, 2000; DOLLARS IN MILLIONS)              2001               2000
------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                 <C>
                                     ASSETS

Current Assets
   Cash and cash equivalents                                            $     48.0          $     37.2
   Due from General Partner and Affiliates                                    --                   1.5
   Advances to affiliate                                                       2.9                 5.9
   Accounts receivable and other                                              21.6                25.7
   Oil Inventory                                                               2.7                 8.9
   Materials and supplies                                                      7.8                 7.7
------------------------------------------------------------------------------------------------------

                                                                              83.0                86.9
------------------------------------------------------------------------------------------------------

Deferred Charges and Other                                                     8.5                 7.9
------------------------------------------------------------------------------------------------------

Property, Plant and Equipment
   At cost                                                                 1,600.3             1,588.5
   Accumulated depreciation                                                 (352.3)             (306.6)
------------------------------------------------------------------------------------------------------

                                                                           1,248.0             1,281.9
------------------------------------------------------------------------------------------------------

                                                                        $  1,339.5          $  1,376.7
======================================================================================================

                  LIABILITIES AND PARTNERS' CAPITAL

Current Liabilities
   Due to General Partner and affiliates                                $      7.5          $     --
   Loan from General Partner                                                  --                   0.2
   Accounts payable and other                                                 19.8                17.4
   Interest payable                                                           19.0                 6.5
   Property and other taxes                                                   12.0                14.4
------------------------------------------------------------------------------------------------------

                                                                              58.3                38.5

Other Deferred Credits                                                         1.6                --
Long-Term Debt                                                               719.3               799.3
Contingencies (NOTE 3)
------------------------------------------------------------------------------------------------------

                                                                             779.2               837.8
------------------------------------------------------------------------------------------------------

Partners' Capital
   Limited Partner                                                           558.4               535.7
   General Partner                                                             3.5                 3.2
   Accumulated other comprehensive loss (NOTES 4&5)                           (1.6)               --
------------------------------------------------------------------------------------------------------

                                                                             560.3               538.9
------------------------------------------------------------------------------------------------------

                                                                        $  1,339.5          $  1,376.7
======================================================================================================
</TABLE>


SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.


                                       3
<PAGE>

--------------------------------------------------------------------------------

                      ENBRIDGE ENERGY, LIMITED PARTNERSHIP
                         STATEMENT OF PARTNERS' CAPITAL
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

(UNAUDITED, EXCEPT FOR                                                                 Other
DECEMBER 31, 2000                                      Limited          General     Comprehensive
DOLLARS IN MILLIONS)                                   Partner          Partner         Loss             Total
---------------------------------------------------------------------------------------------------------------
<S>                                                   <C>               <C>                            <C>
Partners' Capital at
December 31, 2000                                     $  535.7          $  3.2           --            $  538.9

Partners' contributions, net                              79.9             0.8           --                80.7

Net Income Allocation                                     27.3             0.4           --                27.7

Distributions to Partners                                (84.5)           (0.9)          --               (85.4)

Floating to Fixed Interest Rate Swaps                     --              --             (1.6)             (1.6)
---------------------------------------------------------------------------------------------------------------

Partners' Capital at September 30, 2001               $  558.4          $  3.5           (1.6)         $  560.3
===============================================================================================================

</TABLE>


SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.


--------------------------------------------------------------------------------

                  NOTES TO THE 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 that management considers necessary to present
    fairly the financial position at September 30, 2001 and December 31, 2000;
    the results of operations for the three and nine month periods ended
    September 30, 2001 and 2000; and cash flows for the nine month periods ended
    September 30, 2001 and 2000. The results of operations for the three and
    nine months ended September 30, 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 Annual
    Report on Form 10-K for the fiscal year ended December 31, 2000.

2.  Comparative Amounts

    Certain comparative amounts have been reclassified to conform with the
    current quarter's financial statement presentation.

3.  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


                                       4
<PAGE>

    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.

4.  Adoption of New Accounting Standard

    Effective January 1, 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. On January 1, 2001,
    the Partnership recorded an unrealized loss of $0.1 million charged to
    Accumulated Other Comprehensive Income, representing the transition
    adjustment for the cash flow hedges. During the nine months ended September
    30, 2001, this unrealized loss increased to $1.6 million due to revaluation
    of the floating to fixed interest rate swaps and is reflected in Partners'
    Capital in the Consolidated Statement of Financial Position. 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 interest rate swaps until their maturity date.

5.  Comprehensive Income

    Comprehensive income for the nine months ended September 30, 2001 was $26.1
    million (2000 - $51.4 million). Comprehensive income for the three month
    period ended September 30, 2001 was $5.6 (2000 - $14.4). 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 4 above.


--------------------------------------------------------------------------------

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

RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED WITH NINE MONTHS ENDED SEPTEMBER
30, 2000

Net income for the nine months ended September 30, 2001, was $27.7 million
compared to $51.4 million for the same period in 2000. The decline in net income
reflects slightly lower revenue and higher operating and administrative
expenses, including a non-recurring charge for Duluth, Minnesota office
severance and lease termination costs.



                                       5

<PAGE>

Operating revenue for the first nine months of 2001 decreased $7.0 million, to
$225.0 million, over the corresponding period in 2000 due to declines in
deliveries. These declines were partially offset by increased tariffs associated
with the System Expansion Program II ("SEP II") and the Terrace Expansion
Program ("Terrace"), and the higher indexed tariff effective July 1, 2001.
Deliveries averaged 1.306 million barrels per day for the first nine months of
2001, compared to 1.331 million barrels per day for the same period of 2000.
There was also one less pumping day in the first nine months of 2001 compared to
2000, due to the leap year.

Expenses for the first nine months of 2001 increased by $16.9 million from
the corresponding period last year. The increase resulted primarily from
higher operating and administrative costs, which included a non-recurring
charge of $5.0 million related to the estimated severance and lease
termination costs of relocating the Partnership's offices from Duluth,
Minnesota to Houston, Texas. Operating and administrative costs were also
higher due to increases in oil measurement losses of $4.8 million and an
adjustment to the estimate of oil inventory due to shippers of approximately
$5.4 million. This adjustment to oil inventory was the result of refinements
in the oil loss estimation process, as well as improvements in the accuracy
of measuring oil losses while implementing a new oil accounting system.

THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED WITH THREE MONTHS ENDED
SEPTEMBER 30, 2000

Net income for the three months ended September 30, 2001, was $5.9 million
compared to $14.4 million for the same period last year. The decline in
quarterly results primarily relates to increases in operating and administrative
expenses.

Operating revenue for the third quarter of 2001 was $73.0 million, a decrease of
$1.9 million over the corresponding period in 2000, due to lower deliveries
partially offset by increases in the tariff rates for SEP II and Terrace
effective April 1, 2001, and the in the indexed rate effective July 1, 2001.
Deliveries averaged 1.208 million barrels per day for the third quarter of 2001,
compared to 1.272 million barrels per day for the same period in 2000.

Expenses for the three months ended September 30, 2001, increased $7.8 million
from the corresponding period in 2000. Operating and administrative expenses
increased by $6.6 million primarily due to an adjustment to the estimate of oil
inventory due to shippers of approximately $5.4 million and higher oil
measurement losses. Oil measurement losses are higher due to the wide
light-heavy crude oil differentials experienced during 2001 and the change in
the commodity slate compared to last year.

Interest expense for the third quarter of 2001 was $1.0 million lower than the
same period of 2000 primarily due to lower debt balances and lower interest
rates.

The results of operations for the three month and nine month periods ended
September 30, 2001 should not be taken as indicative of the results of
operations expected for the full year.

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 partner capital contributions and debt offerings. The
Partnership's ability to make future debt offerings and receive partner capital
contributions will depend on prevailing market conditions, interest rates and
the financial condition of the Partnership.

At September 30, 2001, cash and cash equivalents totaled $48.0 million, compared
to $37.2 million at December 31, 2000. During the fourth quarter, $29.6 million
will be used for the cash distribution payable November 14, 2001.




                                       6
<PAGE>

Cash flow from operating activities for the first nine months of 2001 was $109.5
million, compared to $98.1 million for the same period last year. The increase
is primarily due to changes in working capital, offset by lower net income.

The Partnership anticipates spending approximately $14.9 million for pipeline
system enhancements, $15.0 million for core maintenance activities, and $9.3
million for expansion projects 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

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

Canada has substantial reserves of non-conventional hydrocarbon resources
consisting predominantly of oil sands deposits in the province of Alberta. Firms
involved in the production of heavy and synthetic crude oil from the oil sands
region of western Canada have announced expansion programs in excess of Cdn $40
billion. Alberta Oil Sands projects are expected to provide substantial
increases in the production of heavy and synthetic crude oil in western Canada
well into the future.

The Partnership may increase distributable cash flow through the development or
acquisition of complementary businesses with a risk profile similar to that of
the Enbridge System. The Partnership may in the future acquire other
transportation assets from Enbridge. 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.

ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standard ("SFAS") No. 141, "Business Combinations." This
Statement eliminates the pooling-of-interest method of accounting for business
combinations and requires the use of the purchase method. In addition, it
requires the reassessment of intangible assets to determine if they are
appropriately classified either separately or within goodwill. This Statement is
effective for business combinations initiated after June 30, 2001. The
Partnership adopted SFAS 141 on July 1, 2001 with no material impact on net
income.



                                       7
<PAGE>

In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." This Statement eliminates the amortization of goodwill and other
acquired intangible assets with indefinite economic useful lives. SFAS 142
requires an annual impairment test of goodwill and other intangible assets that
are not subject to amortization. SFAS 142 is effective for fiscal years
beginning after December 15, 2001. The impact of adopting SFAS 142 to the
Partnership has not yet been determined.

In June 2001, the FASB approved for issuance SFAS No. 143, "Accounting for Asset
Retirement Obligations," on the accounting for obligations associated with the
retirement of long-lived assets. SFAS 143 requires a liability to be recognized
in the financial statements for retirement obligations meeting specific
criteria. Measurement of the initial obligation is to approximate fair value
with an equivalent amount recorded as an increase in the value of the
capitalized asset. The asset will be depreciable in accordance with normal
depreciation policy and the liability will be increased, with a charge to the
income statement, until the obligation is settled. SFAS 143 will be effective
for fiscal years beginning after June 15, 2002. The potential impact of adopting
SFAS 143 to the Partnership has not yet been determined.


--------------------------------------------------------------------------------

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES 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 Annual Report on Form 10-K for the fiscal year ended December
31, 2000.

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.


                                       8
<PAGE>


--------------------------------------------------------------------------------

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 Annual Report on Form 10-K for the
fiscal year ended December 31, 2000.



                                       9

<PAGE>

--------------------------------------------------------------------------------

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------------------------------------------------------


a) Exhibits

   None.

b) Reports on Form 8-K

   No reports on Form 8-K were filed during the quarter ended September 30,
2001.




                                       10

<PAGE>

                                   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, LIMITED PARTNERS
                                                 (Registrant)

                                       By:  Enbridge Energy Company, Inc.
                                            as General Partner



                                                /s/ J.L. BALKO
                                       -----------------------------------
                                                  J.L. Balko
                                               CHIEF ACCOUNTANT
                                          (DULY AUTHORIZED OFFICER AND
                                          PRINCIPAL ACCOUNTING OFFICER)



                                           Dated: November 14, 2001




                                       11