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

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FORM 10-Q

|(Mark One)                                        |                                                                                         
|------------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                                 | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|For the quarterly period ended September 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 number 333-59597

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ENBRIDGE ENERGY, LIMITED PARTNERSHIP(Exact name of Registrant as specified in its charter)

|Delaware(State or other jurisdiction of incorporation or organization)                             |  | 39-1715851(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

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TABLE OF CONTENTS

PART I.    FINANCIAL INFORMATION

|Item 1. |  | Financial Statements                                                                       |  |  
|------- |  | ------------------------------------------------------------------------------------------ |  | -
|        |  | Statement of Income for the three and nine month periods ended September 30, 2002 and 2001 |  | 1
|        |  | Statement of Cash Flows for the nine month period ended September 30, 2002 and 2001        |  | 2
|        |  | Statement of Financial Position as at September 30, 2002 and December 31, 2001             |  | 3
|        |  | Statement of Partners' Capital for the nine month period ended September 30, 2002          |  | 4
|        |  | Notes to the Financial Statements                                                          |  | 5
|Item 2. |  | Management's Discussion and Analysis of Financial Condition and Results of Operations      |  | 7
|Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk                                 |  | 8
|Item 4. |  | Controls and Procedures                                                                    |  | 9

PART II.    OTHER INFORMATION

|Item 1.                                     |  | Legal Proceedings                |  | 10
|------------------------------------------- |  | -------------------------------- |  | --
|Item 6.                                     |  | Exhibits and Reports on Form 8-K |  | 10
|Signature                                   |  | 11                              
|Certificate of Principal Executive Officer  |  | 12                              
|Sarbanes-Oxley Section 302(a) Certification |  | 13                              
|Certificate of Principal Financial Officer  |  | 14                              
|Sarbanes-Oxley Section 302(a) Certification |  | 15                              
|Exhibit Index                               |  | 16                              

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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, Limited
Partnership (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, LIMITED PARTNERSHIP    STATEMENT OF INCOME

|                          |                              | Three months ended September 30, |       | Nine months ended September 30, |  
|------------------------- | ---------------------------- | -------------------------------- | ----- | ------------------------------- | -
|
|
|Operating revenue         |                              | $                                | 79.0  |                                 | $
|Expenses                  |                              |                                  |       |                                 |  
|                          | Power                        |                                  |       | 13.0                            |  
|                          | Operating and administrative |                                  |       | 26.9                            |  
|                          | Depreciation                 |                                  |       | 15.6                            |  
|                          |                              |                                  |       |                                 |  
|                          |                              |                                  | 55.5  |                                 |  
|                          |                              |                                  |       |                                 |  
|Operating income          |                              |                                  | 23.5  |                                 |  
|Interest and other income |                              |                                  | 0.4   |                                 |  
|Interest expense          |                              |                                  | (12.6 | )                               |  
|                          |                              |                                  |       |                                 |  
|Net income                |                              | $                                | 11.3  |                                 | $
|                          |                              |                                  |       |                                 |  

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

1

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ENBRIDGE ENERGY, LIMITED PARTNERSHIP

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                                 |                               
|                                                 |                                                                                 | 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      
|                                                 |                                                                                 |                                              |                               
|                                                 |                                                                                 |                                              | 72.8                          
|                                                 |                                                                                 |                                              |                               
|Investing activities                             |                                                                                 |                                              |                               
|                                                 | Repayments from affiliate                                                       |                                              |                               
|                                                 | Additions to property, plant and equipment                                      |                                              |                               
|                                                 | Changes in construction payable                                                 |                                              |                               
|                                                 |                                                                                 |                                              |                               
|                                                 |                                                                                 |                                              | (171.3                        
|                                                 |                                                                                 |                                              |                               
|Financing activities                             |                                                                                 |                                              |                               
|                                                 | Partners' contributions, net                                                    |                                              |                               
|                                                 | Loan from Enbridge Energy Partners, L.P.                                        |                                              |                               
|                                                 | Distributions to partners                                                       |                                              |                               
|                                                 | Revolving Credit Facility Agreement                                             |                                              |                               
|                                                 | 364 Day Agreement                                                               |                                              |                               
|                                                 | Credit Agreement                                                                |                                              |                               
|                                                 | Other                                                                           |                                              |                               
|                                                 |                                                                                 |                                              |                               
|                                                 |                                                                                 |                                              | 95.9                          
|                                                 |                                                                                 |                                              |                               
|Increase (decrease) in cash and cash equivalents |                                                                                 |                                              | (2.6                          
|Cash and cash equivalents at beginning of period |                                                                                 |                                              | 33.6                          
|                                                 |                                                                                 |                                              |                               
|Cash and cash equivalents at end of period       |                                                                                 | $                                            | 31.0                          
|                                                 |                                                                                 |                                              |                               

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

2

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ENBRIDGE ENERGY, LIMITED PARTNERSHIP  STATEMENT OF FINANCIAL POSITION

|                                   |                                          | September 30,
2002 |         | December 31,
2001
|---------------------------------- | ---------------------------------------- | ------------------ | ------- | -----------------
|
|ASSETS                             |                                          |                    |         |                  
|Current assets                     |                                          |                    |         |                  
|                                   | Cash and cash equivalents                |                    | $       | 31.0             
|                                   | Due from General Partners and affiliates |                    |         | 35.2             
|                                   | Accounts receivable and other            |                    |         | 27.2             
|                                   | Advances to affiliate                    |                    |         | 2.7              
|                                   | Materials and supplies                   |                    |         | 7.9              
|                                   |                                          |                    |         |                  
|                                   |                                          |                    | 104.0   |                  
|Property, plant and equipment, net |                                          |                    | 1,378.6 |                  
|Deferred charges and other         |                                          |                    | 7.6     |                  
|                                   |                                          |                    |         |                  
|                                   |                                          | $                  | 1,490.2 |                  
|                                   |                                          |                    |         |                  
|LIABILITIES AND PARTNERS' CAPITAL  |                                          |                    |         |                  
|Current liabilities                |                                          |                    |         |                  
|                                   | Accounts payable and other               |                    | $       | 30.3             
|                                   | Oil shortage balance                     |                    |         | 4.7              
|                                   | Interest payable                         |                    |         | 18.5             
|                                   | Property and other taxes payable         |                    |         | 10.1             
|                                   | Current maturities and short-term debt   |                    |         | 171.0            
|                                   |                                          |                    |         |                  
|                                   |                                          |                    | 234.6   |                  
|Long-term debt                     |                                          |                    | 738.4   |                  
|Deferred credits                   |                                          |                    | 0.1     |                  
|                                   |                                          |                    |         |                  
|                                   |                                          |                    | 973.1   |                  
|Partners' capital                  |                                          |                    | 517.1   |                  
|                                   |                                          |                    |         |                  
|                                   |                                          | $                  | 1,490.2 |                  
|                                   |                                          |                    |         |                  

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

3

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ENBRIDGE ENERGY, LIMITED PARTNERSHIP        STATEMENT OF PARTNERS' CAPITAL

|                                         |  | General
Partner |      | Limited
Partner |   | Other
Comprehensive
Income (Loss) |   | Total
Partners'
Capital |     
|---------------------------------------- |  | --------------- | ---- | --------------- | - | --------------------------------- | - | ----------------------- | ----
|
|Partner's capital at December 31, 2001   |  | $               | 3.3  |                 | $ | 539.3                             |   | $                       | (1.9
|Partners' contributions, net             |  |                 | 0.2  |                 |   | 18.2                              |   |                         |    
|Distributions to partners                |  |                 | (0.8 | )               |   | (84.7                             | ) |                         |    
|                                         |  |                 |      |                 |   |                                   |   |                         |     
|Subtotal                                 |  |                 | (0.6 | )               |   | (66.5                             | ) |                         |    
|Net income allocation                    |  |                 | 0.5  |                 |   | 41.1                              |   |                         |    
|Other comprehensive income:              |  |                 |      |                 |   |                                   |   |                         |     
|Gain on derivative financial instruments |  |                 |     |                 |   |                                  |   |                         | 1.9 
|                                         |  |                 |      |                 |   |                                   |   |                         |     
|Comprehensive income                     |  |                 | 0.5  |                 |   | 41.1                              |   |                         | 1.9 
|                                         |  |                 |      |                 |   |                                   |   |                         |     
|Partners' capital at September 30, 2002  |  | $               | 3.2  |                 | $ | 513.9                             |   | $                       |    
|                                         |  |                 |      |                 |   |                                   |   |                         |     

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

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NOTES TO THE FINANCIAL STATEMENTS (unaudited)

1.    Basis of Presentation

The accompanying unaudited financial statements of Enbridge Energy, Limited Partnership (the "Partnership") have been prepared in accordance with United States
generally accepted accounting principles for interim financial information. 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
Partnership's financial position as at September 30, 2002 and December 31, 2001; the Partnership's results of operations for the three and nine month periods ended September 30,
2002 and 2001; and the Partnership's cash flows for the nine month periods ended September 30, 2002 and 2001. The results of operations for the Partnership's 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 the Partnership's financial statements and notes
thereto presented in the Partnership's Annual Report or Form 10K 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.    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

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("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 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.

3.    Subsequent Event

On October 17, 2002, the ownership of the Partnership was restructured such that it is now a wholly owned subsidiary of Enbridge Energy Partners, L.P.
("Enbridge Partners"). As a result of this restructuring, Enbridge Pipelines (Lakehead) L.L.C., a wholly owned subsidiary of Enbridge Partners, holds a 0.001% limited partner interest in the
Partnership, Enbridge Partners holds a 99.999% limited partner interest in the Partnership and Enbridge Energy Company, Inc. no longer holds a direct interest in the Partnership.

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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 $41.6 million, compared to $27.7 million, for the comparable period in 2001. The
increase in net income reflects higher operating revenue and lower interest expense, partially offset by higher operating expenses.

Operating
revenue for the first nine months of 2002 increased $11.0 million, to $236.0 million, over the corresponding period in 2001. 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 $1.7 million from the corresponding period last year, from $155.4 million to $157.1 million.
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 nine months ended September 30, 2002 was $5.3 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.

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

Net income for the third quarter of 2002 was $11.3 million, compared with $5.9 million in 2001. The increase in net income was due to higher
operating revenue and lower interest expense, partially offset by higher operating expenses.

Operating
revenue for the third quarter of 2002 was $79.0 million, or $6.0 million higher than the third quarter of 2001 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 $1.8 million from the corresponding period of 2001, from $53.7 million to $55.5 million. Operating
expenses on the Lakehead System were slightly higher, as the absence of a one-time charge for oil measurement losses of $5.4 million during the third quarter of 2001 was more than
offset by site clean-up, restoration and pipeline integrity costs of $4.4 million related to the leak that occurred in July 2002, and higher administrative costs.

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Interest
expense was $12.6 million for the third quarter of 2002, compared to $14.1 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 payments and
distributions to partners. 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 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. During the first nine months of 2002, working capital decreased $124.5 million to ($130.6) million, primarily due to an
increase in short-term debt to finance the Terrace expansion project. The Partnership intends to extend the term of the 364 Day Credit Facility which is due January 2003.

At
September 30, 2002, cash and cash equivalents totaled $31.0 million, as compared to $33.6 million at December 31, 2001. Of this $31.0 million,
$26.3 million will be used for the cash distribution payable November 14, 2002, with the remaining $4.7 million available for capital expenditures or other business needs.

Cash
flow from operating activities for the nine months ended September 30, 2002 was $72.8 million, as compared with $109.5 million for the same period last year.
Cash flow from operating activities decreased as the higher net income was more than offset by changes in operating assets and liabilities.

The
Partnership anticipates spending approximately $11 million for pipeline system enhancements, $13 million for core maintenance, and $185 million for the Terrace
expansion project on the Lakehead System in 2002. Excluding major expansion projects, ongoing capital expenditures are expected to average approximately $20 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

Future Prospects

Income and cash flows of the Partnership are sensitive to crude oil supply and demand in Canada and the United States and the regulatory environment. As the
Lakehead System is operationally integrated
with the Enbridge Pipelines Inc. system ("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. Construction is currently underway on the Lakehead System for the Terrace Phase III expansion. When this final phase of the Terrace expansion is complete, the Lakehead System
configuration will have delivery capability in excess of 1.9 million bpd, based on forecast commodity mixes and usage patterns. Completion of this project is expected in 2003. The Partnership's
earnings and cash flow are expected to improve over the next several years from increases in deliveries and improved project returns from expansions on the Lakehead System. Returns from the System
Expansion Program II ("SEP II") expansion contain incentive tolling arrangements, which will benefit from increasing volumes expected from western Canada.

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The
Lakehead System is well positioned to benefit from improving supply and demand fundamentals. The demand for crude oil in the Great Lakes and Midwest regions of the United States has
increased as a result of the combination of long-term growth in hydrocarbon demand and declining crude oil production in that region. In addition, the supply of crude oil from western
Canada is expected to increase, at least through 2011, primarily from existing and planned expansion projects for increasing crude oil production from the Alberta oil sands.

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 and demand for crude oil and NGLs, which affects volumes transported by the Partnership on the Lakehead 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 Energy Management, L.L.C., the delegate of our parent's 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.

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, LIMITED PARTNERSHIP (Registrant)
| |  | -------------------------------------------------
| |  | By:                                              
| |  | Its:                                             
| |  | By:                                              
| |  | Its:                                             
| |  | By:                                              
| |  | 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., hereby certifies that the Quarterly Report on Form 10-Q of Enbridge
Energy, Limited Partnership (the "Partnership") 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

| |  | By: | /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

| |  | By: | /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., hereby certifies that the Partnership's Quarterly Report on Form 10-Q of
Enbridge Energy, Limited Partnership (the "Partnership") 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

| |  | By: | /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:





Dated
November 14, 2002

| |  | By: | /s/MARK A. MAKIMark A. Maki Principal Financial
Officer
| |  | --- | -------------------------------------------------------

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EXHIBIT INDEX

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