UNITED STATES SECURITIES AND EXCHANGE
			     COMMISSION
		       WASHINGTON, D.C. 20549
			      FORM 10-Q




QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2001




		   Commission File Number 1-12202
		   NORTHERN BORDER PARTNERS, L.P.
       (Exact name of registrant as specified in its charter)


	   Delaware                           93-1120873
(State or other jurisdiction of      (I.R.S. Employer Identification
incorporation or organization)                 Number)


	Enron Building
      1400 Smith Street
	Houston, Texas                          77002
(Address of principal executive               (Zip code)
	   offices)


			  (713) 853-6161
      (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 [ ]



			       1 of 25

<PAGE>
	   NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES

			  TABLE OF CONTENTS




							      Page No.
PART I.   FINANCIAL INFORMATION

   ITEM 1.  Financial Statements

       Consolidated Statement of Income -
	  Three Months Ended September 30, 2001 and 2000
	  and Nine Months Ended September 30, 2001 and 2000       3
       Consolidated Statement of Comprehensive Income -
	  Three Months Ended September 30, 2001 and 2000
	  and Nine Months Ended September 30, 2001 and 2000       3
       Consolidated Balance Sheet - September 30, 2001
	  and December 31, 2000                                   4
       Consolidated Statement of Cash Flows -
	  Nine Months Ended September 30, 2001 and 2000           5
       Consolidated Statement of Changes in Partners'
	  Equity - Nine Months Ended September 30, 2001           6
       Notes to Consolidated Financial Statements                 7

   ITEM 2.  Management's Discussion and Analysis of
	     Financial Condition and Results of Operations       15

   ITEM 3.  Quantitative and Qualitative Disclosures About
	     Market Risk                                         23

PART II.  OTHER INFORMATION

   ITEM 1.  Legal Proceedings                                    24

   ITEM 6.  Exhibits and Reports on Form 8-K                     24


<PAGE>
<TABLE>
		    PART I. FINANCIAL INFORMATION

		    ITEM 1. FINANCIAL STATEMENTS

	   NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
		  CONSOLIDATED STATEMENT OF INCOME
	       (In Thousands, Except Per Unit Amounts)
			     (Unaudited)

<CAPTION>
				      Three Months Ended    Nine Months Ended
					 September 30,        September 30,
					2001       2000      2001       2000


                                   <c>        <c>       <c>        <c>
OPERATING REVENUES, NET               $124,646   $83,550   $338,080   $247,603

OPERATING EXPENSES
 Product purchases                      12,188        --     29,704         --
 Operations and maintenance             23,389    13,802     64,042     41,360
 Depreciation and amortization          19,879    15,000     55,737     45,879
 Taxes other than income                 9,347     6,532     20,989     22,230

   Operating expenses                   64,803    35,334    170,472    109,469

OPERATING INCOME                        59,843    48,216    167,608    138,134

INTEREST EXPENSE, NET                   21,452    20,593     67,780     58,533

OTHER INCOME (EXPENSE)
 Equity earnings (losses) in
   unconsolidated affiliates               668      (473)     1,223     (1,130)
 Other income (expense)                    689     3,476     (1,392)     5,610

   Other income (expense)                1,357     3,003       (169)     4,480

MINORITY INTERESTS IN NET INCOME        10,661    10,288     30,917     27,735

NET INCOME BEFORE
 EXTRAORDINARY ITEMS                    29,087    20,338     68,742     56,346

EXTRAORDINARY LOSS FROM
 DEBT RESTRUCTURING                         --        --     (1,213)        --

NET INCOME TO PARTNERS                 $29,087   $20,338   $ 67,529   $ 56,346

NET INCOME PER UNIT                    $  0.65   $  0.66   $   1.69   $   1.85

NUMBER OF UNITS USED IN COMPUTATION     41,623    29,347     37,510     29,347
</TABLE>

<TABLE>
	   NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
	   CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
			   (In Thousands)
			     (Unaudited)
<CAPTION>
				      Three Months Ended   Nine Months Ended
					 September 30,       September 30,
					2001      2000      2001      2000


                                   <c>       <c>       <c>       <c>
Net income to partners                $29,087   $20,338   $67,529   $56,346
Other comprehensive income:
 Transition adjustment from
   adoption of SFAS No. 133                --        --    22,183        --
 Change associated with current
   period hedging transactions         (6,631)       --      (558)       --
 Change associated with
   current period foreign
   currency translation                (2,021)       --      (127)       --

Total comprehensive income            $20,435   $20,338   $89,027   $56,346

<FN>
  The accompanying notes are an integral part of these consolidated
			financial statements.
</TABLE>

<PAGE>
<TABLE>

	      PART I. FINANCIAL INFORMATION (Continued)

	      ITEM 1. FINANCIAL STATEMENTS (Continued)

	   NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
		     CONSOLIDATED BALANCE SHEET
			   (In Thousands)
			     (Unaudited)

<CAPTION>
					       September 30,   December 31,
ASSETS                                             2001            2000


                                             <c>             <c>
CURRENT ASSETS
 Cash and cash equivalents                      $   23,151      $   35,363
 Accounts receivable                                46,895          40,617
 Materials and supplies, at cost                     5,742           4,896
 Prepaid expenses                                    4,922             840
 Assets from price risk management activities        7,845              --
 Other                                               1,950              --

   Total current assets                             90,505          81,716

PROPERTY, PLANT AND EQUIPMENT
 Property, plant and equipment                   2,819,813       2,454,918
 Less: Accumulated provision for
   depreciation and amortization                   772,235         722,842

   Property, plant and equipment, net            2,047,578       1,732,076

INVESTMENTS AND OTHER ASSETS
 Investment in unconsolidated affiliates           230,285         221,625
 Goodwill                                          296,994          28,405
 Assets from price risk management activities       14,002              --
 Other                                              25,056          18,898

   Total investments and other assets              566,337         268,928

   Total assets                                 $2,704,420      $2,082,720


LIABILITIES AND PARTNERS' EQUITY

CURRENT LIABILITIES
 Current maturities of long-term debt           $  369,517      $   44,464
 Accounts payable                                   42,502          35,413
 Accrued taxes other than income                    29,307          28,493
 Accrued interest                                   12,159          15,635
 Other                                               1,250              --
 Accumulated provision for rate refunds                 --           4,726

   Total current liabilities                       454,735         128,731

LONG-TERM DEBT, NET OF CURRENT MATURITIES        1,062,038       1,127,498

MINORITY INTERESTS IN PARTNERS' EQUITY             249,350         248,098

RESERVES AND DEFERRED CREDITS                        8,704           6,119

PARTNERS' EQUITY
 Partner's capital                                 908,095         572,274
 Accumulated other comprehensive income             21,498              --

   Total partners' equity                          929,593         572,274

   Total liabilities and partners' equity       $2,704,420      $2,082,720


<FN>
  The accompanying notes are an integral part of these consolidated
			financial statements.
</TABLE>

<PAGE>
<TABLE>

	     PART I. FINANCIAL INFORMATION (Continued)

	      ITEM 1. FINANCIAL STATEMENTS (Continued)

	   NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
		CONSOLIDATED STATEMENT OF CASH FLOWS
			   (In Thousands)
			     (Unaudited)

<CAPTION>
						   Nine Months Ended
						      September 30,
						     2001      2000


                                                <c>        <c>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income to partners                            $ 67,529   $ 56,346
 Adjustments to reconcile net income to partners
  to net cash provided by operating activities,
  net of the effect of the acquired businesses:
   Depreciation and amortization                     56,011     46,083
   Minority interests in net income                  30,917     27,735
   Provision for rate refunds                         2,036     17,343
   Rate refunds paid                                 (6,762)        --
   Changes in components of working capital,
   net of the effect of the acquired businesses      11,012      4,347
   Other                                                806     (5,426)

      Total adjustments                              94,020     90,082

   Net cash provided by operating activities        161,549    146,428

CASH FLOWS FROM INVESTING ACTIVITIES:
 Investment in unconsolidated affiliates             (9,202)    (8,766)
 Acquisitions of businesses                        (342,061)  (229,505)
 Capital expenditures for property, plant
   and equipment                                    (98,963)    (7,506)

   Net cash used in investing activities           (450,226)  (245,777)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Cash distributions to Unitholders and
   General Partners                                 (87,166)   (59,013)
 Distributions to Minority Interests                (31,438)   (29,449)
 Issuance of long-term debt                         826,103    431,148
 Retirement of long-term debt                      (567,388)  (217,807)
 Decrease in bank overdraft                         (22,437)        --
 Issuance of partnership interests, net             172,427         --
 Payments on termination of derivatives              (8,417)        --
 Long-term debt financing costs                      (5,219)    (2,338)

   Net cash provided by financing activities        276,465    122,541

NET CHANGE IN CASH AND CASH EQUIVALENTS             (12,212)    23,192

Cash and cash equivalents-beginning of period        35,363     22,927

Cash and cash equivalents-end of period            $ 23,151   $ 46,119

Supplemental Disclosures of Cash Flow Information:
 Cash paid for:
   Interest (net of amount capitalized)            $ 72,475   $ 64,840

Changes in components of working capital:
   Accounts receivable                             $  9,338   $ (3,297)
   Materials and supplies                              (451)    (1,770)
   Prepaid expenses                                  (3,066)      (488)
   Other current assets                              (1,950)        --
   Under/over recovered cost of service                  --      8,410
   Accounts payable                                   9,374      2,323
   Accrued taxes other than income                      534      2,572
   Other current liabilities                            709         --
   Accrued interest                                  (3,476)    (3,403)

    Total                                          $ 11,012   $  4,347

<FN>
  The accompanying notes are an integral part of these consolidated
			financial statements.
</TABLE>


<PAGE>
<TABLE>
	      PART I. FINANCIAL INFORMATION (Continued)

	      ITEM 1. FINANCIAL STATEMENTS (Continued)

	   NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
	CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' EQUITY
			   (In Thousands)
			     (Unaudited)

<CAPTION>
								Accumulated
								   Other
					 General     Common    Comprehensive    Total
					 Partners    Units         Income       Equity


                                      <c>        <c>           <c>          <c>
 Balance at December 31, 2000            $11,445    $560,829      $    --      $572,274

 Net income to partners                    4,296      63,233           --        67,529

 Transition adjustment from
   adoption of SFAS No. 133                   --          --       22,183        22,183

 Change associated with current
   period hedging transactions                --          --         (558)         (558)

 Change associated with current
   period foreign currency translation        --          --         (127)         (127)

 Issuance of partnership
   interests, net                          7,109     348,349           --       355,458

 Distributions to partners                (4,688)    (82,478)          --       (87,166)

 Balance at September 30, 2001           $18,162    $889,933      $21,498      $929,593


<FN>
 The accompanying notes are an integral part of this consolidated
			financial statement.
</TABLE>

<PAGE>
	     PART I. FINANCIAL INFORMATION - (Continued)

	     ITEM 1. FINANCIAL STATEMENTS - (Continued)

	   NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES
	     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. BASIS OF PRESENTATION

   The consolidated financial statements included herein have been
prepared by Northern Border Partners, L.P. (the "Partnership")
without audit pursuant to the rules and regulations of the
Securities and Exchange Commission ("SEC").  Accordingly, they
reflect all adjustments which are, in the opinion of management,
necessary for a fair presentation of the financial results for the
interim periods.  Certain information and notes normally included in
financial statements prepared in accordance with accounting
principles generally accepted in the United States have been
condensed or omitted pursuant to such rules and regulations.
However, the Partnership believes that the disclosures are adequate
to make the information presented not misleading.  These
consolidated financial statements should be read in conjunction with
the consolidated financial statements and the notes thereto included
in the Partnership's Annual Report on Form 10-K for the year ended
December 31, 2000.

   The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
requires management to make assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those estimates.

   The Partnership owns a 70% general partner interest in Northern
Border Pipeline Company.  Crestone Energy Ventures, L.L.C.; Bear Paw
Energy, L.L.C.; Border Midstream Services, Ltd.; Midwestern Gas
Transmission Company; and Black Mesa Holdings, Inc. are wholly-owned
subsidiaries of the Partnership.  Crestone Energy Ventures owns
Crestone Gathering Services, L.L.C.; a 49% common membership
interest and a 100% class A share interest in Bighorn Gas Gathering,
L.L.C.; a 33% interest in Fort Union Gas Gathering, L.L.C.; and a
35% interest in Lost Creek Gathering, L.L.C.

2. ACQUISITIONS

   On March 30, 2001, the Partnership completed the acquisition of
Bear Paw Energy for $381.7 million.  The purchase price consisted of
$198.7 million in cash and the issuance of 5.7 million common units
valued at $183.0 million.  Bear Paw Energy has extensive gathering
and processing operations in the Powder River Basin in Wyoming and
the Williston Basin in Montana and North Dakota.  Bear Paw Energy
has approximately 226,000 acres under dedication and 600 miles of
gathering pipelines in the Powder River Basin.  In the Williston
Basin, Bear Paw Energy has over 2,800 miles of gathering pipelines
and four processing plants with 90 million cubic feet per day of
capacity.

   On April 4, 2001, Border Midstream Services completed the
acquisition of the Mazeppa and Gladys gas processing plants, gas
gathering systems and a minority interest in the Gregg Lake/Obed
Pipeline for $70 million (Canadian) or $45 million (U.S.).  The
Mazeppa and Gladys plants, which are located near Calgary, Alberta,
have a combined capacity of 87 million cubic feet per day.  The
Gregg Lake/Obed Pipeline system, which is located near Edmonton,
Alberta, is comprised of 85 miles of gathering lines with a capacity
of approximately 150 million cubic feet per day.

   On April 30, 2001, the Partnership acquired Midwestern Gas
Transmission for approximately $102 million.  The Midwestern Gas
Transmission system is a 350-mile interstate natural gas pipeline
extending from Portland, Tennessee to Joliet, Illinois with a
capacity of 650 million cubic feet per day.  Midwestern Gas
Transmission connects to seven other major interstate pipeline
systems, including Northern Border Pipeline.

   The Partnership has accounted for these acquisitions using the
purchase method of accounting.  At this time, the Partnership has
made preliminary allocations of the purchase price of each
acquisition based upon the estimated fair value of the assets and
liabilities acquired as of each acquisition date.  The Partnership
expects to finalize the allocations by the fourth quarter of 2001.
The excess of the purchase price over the fair value of the net
assets acquired is reflected as goodwill on the consolidated balance
sheet and is being amortized on a straight-line basis over 30 years.
The investment in Gregg Lake/Obed Pipeline is being reflected in
investments in unconsolidated affiliates on the consolidated balance
sheet.

   The following is a summary of the effects of the acquisitions
made in the first nine months of 2001 on the Partnership's
consolidated financial position (amounts in thousands):

<TABLE>
     
                                            <c>
     Current assets                                 $  17,257
     Property, plant and equipment                    266,298
     Investments in unconsolidated affiliates           1,059
     Goodwill                                         272,309
     Other assets                                       2,536
     Current liabilities                              (23,455)
     Long-term debt, including current maturities     (13,113)
     Other liabilities                                   (498)
     Accumulated other comprehensive income             2,699
     Common units issued by the Partnership          (183,031)

	  Net cash paid                             $ 342,061
</TABLE>

   If the acquisitions made in 2001 had occurred at the beginning of
2001, the Partnership's consolidated operating revenues would have
been $383 million, net income to partners would have been $68
million and net income per unit would have been $1.69 for the nine
months ended September 30, 2001.  These unaudited pro forma results
are for illustrative purposes only and are not necessarily
indicative of the operating results that would have occurred had the
business acquisitions been consummated at that date, nor are they
necessarily indicative of future operating results.

3. RATES AND REGULATORY ISSUES

Rate Case

   Northern Border Pipeline filed a rate proceeding with the Federal
Energy Regulatory Commission ("FERC") in May 1999 for, among other
things, a redetermination of its allowed equity rate of return.  The
total annual cost of service increase due to Northern Border
Pipeline's proposed changes was approximately $30 million.  In June
1999, the FERC issued an order in which the proposed changes were
suspended until December 1, 1999, after which the proposed changes
were implemented with subsequent billings subject to refund.

   In September 2000, Northern Border Pipeline filed a stipulation
and agreement with the FERC that documented the proposed settlement
of its pending rate case.  The settlement was approved by the FERC
in December 2000.  Under the approved settlement, effective December
1, 1999, shippers pay stated transportation rates based on a
straight-fixed variable rate design.  From December 1, 1999, through
and including December 31, 2000, the rates were based upon an annual
revenue level of $307 million.  Beginning January 1, 2001, the rates
are based upon an annual revenue level of $305 million.

   After the FERC approved the rate case settlement and prior to the
end of 2000, Northern Border Pipeline made estimated refund payments
to its shippers totaling approximately $22.7 million, primarily
related to the period from December 1999 to November 2000.  During
the first quarter of 2001, Northern Border Pipeline paid the
remaining refund obligation to its shippers totaling approximately
$6.8 million, which related to periods through January 2001.

Certificate Application

   On March 16, 2000, the FERC issued an order granting Northern
Border Pipeline's application for a certificate to construct and
operate an expansion and extension of its pipeline system into
Indiana ("Project 2000").  The facilities for Project 2000 were
placed into service on October 1, 2001, which was one month earlier
than its targeted in-service date.  The capital expenditures for the
project are expected to be approximately $70 million, of which $57.9
million had been incurred through September 30, 2001.

4. CREDIT FACILITIES AND LONG-TERM DEBT

   In September 2001, Northern Border Pipeline completed a private
offering of $250 million of 7.50% Senior Notes due 2021 ("2001
Pipeline Senior Notes").  Northern Border Pipeline also entered into
a registration rights agreement with the initial purchasers in the
private offering in which Northern Border Pipeline agreed, among
other things, to use its reasonable best efforts to exchange the
2001 Pipeline Senior Notes for notes registered under the Securities
Act of 1933 with substantially identical terms.  The indenture under
which the 2001 Pipeline Senior Notes were issued does not limit the
amount of unsecured debt Northern Border Pipeline may incur, but it
does contain material financial covenants, including restrictions
on incurrence of secured indebtedness.  The proceeds from the 2001
Pipeline Senior Notes were used to reduce indebtedness outstanding.

   In March 2001, the Partnership completed a private offering of
$225 million of 7.10% Senior Notes due 2011 ("2001 Partnership
Senior Notes").  The 2001 Partnership Senior Notes were subsequently
exchanged in a registered offering for notes with substantially
identical terms.  The indenture under which the 2001 Partnership
Senior Notes were issued does not limit the amount of unsecured debt
the Partnership may incur, but it does contain material financial
covenants, including restrictions on incurrence of secured
indebtedness.  The proceeds from the 2001 Partnership Senior Notes
were used to fund a portion of the acquisition of Bear Paw Energy
(see Note 2).

   The Partnership entered into a $200 million three-year revolving
credit agreement with certain financial institutions ("2001
Partnership Credit Agreement") in March 2001.  The 2001 Partnership
Credit Agreement is to be used for capital expenditures,
acquisitions and general business purposes.  The 2001 Partnership
Credit Agreement permits the Partnership to choose among various
interest rate options, to specify the portion of the borrowings to
be covered by specific interest rate options and to specify the
interest rate period.  The Partnership is required to pay a fee on
the principal commitment amount of $200 million.  The 2001
Partnership Credit Agreement replaced revolving credit agreements
entered into in June 2000.  At September 30, 2001, $47.0 million was
outstanding under the 2001 Partnership Credit Agreement at an
average effective interest rate of 4.60%.

   In June 2001, the Partnership repaid Black Mesa's 10.7% Secured
Senior Notes due May 2004.  The total repayment of approximately
$13.6 million consisted of remaining principal and interest of $12.4
million and an early payment premium of $1.2 million.  The early
payment premium is reflected as an extraordinary loss on the
consolidated statement of income.

5. BUSINESS SEGMENT INFORMATION

   The Partnership's reportable segments are strategic business
units that offer different services.  The Partnership evaluates
performance based on EBITDA (net income before minority interests;
interest expense; and depreciation and amortization, including
goodwill amortization netted against equity earnings in
unconsolidated affiliates).

<TABLE>
<CAPTION>
					  Gas
				       Gathering
					  and
			  Interstate   Processing     Coal
   (In thousands)          Pipeline       (a)        Slurry    Other(b)   Total

   
                     <c>          <c>         <c>        <c>       <c>
   Three Months Ended
     September 30, 2001
   Revenues from
     external customers    $ 81,333     $37,843     $ 5,470    $    --   $124,646
   EBITDA                    63,966      16,351       2,182       (407)    82,092

   Three Months Ended
     September 30, 2000
   Revenues from
     external customers    $ 78,241     $    --     $ 5,309    $    --   $ 83,550
   EBITDA                    64,850        (140)      2,012       (122)    66,600

   Nine Months Ended
     September 30, 2001
   Revenues from
     external customers    $237,479     $84,111     $16,490    $    --   $338,080
   EBITDA                   190,056      34,435       6,254     (3,834)   226,911

   Nine Months Ended
     September 30, 2000
   Revenues from
     external customers    $231,828     $    --     $15,775    $    --   $247,603
   EBITDA                   184,935        (461)      5,640       (843)   189,271
</TABLE>

 Total assets by segment are as follows:
<TABLE>
<CAPTION>

				  September 30,   December 31,
   (In thousands)                     2001            2000

   
                             <c>             <c>
   Interstate Pipeline             $1,870,833      $1,768,505
   Gas Gathering and Processing       785,402         279,855
   Coal Slurry                         22,375          29,605
   Other (b)                           25,810           4,755

   Total Assets                    $2,704,420      $2,082,720

<FN>
(a) Gas gathering and processing operating results commence from
    the date of the acquisition of gas gathering and processing
    businesses in September 2000, except for equity earnings of Bighorn
    Gas Gathering, which commenced in January 2000.
(b) Includes other items not allocable to segments.
</TABLE>

6. PARTNERS' CAPITAL

   In April 2001 and May 2001, the Partnership sold 407,550 and
4,000,000 common units, respectively.  In conjunction with the
issuance of the additional common units, including the units issued
for Bear Paw Energy in March 2001 (see Note 2), the Partnership's
general partners made capital contributions to the Partnership to
maintain a 2% general partner interest in accordance with the
partnership agreements.  The net proceeds from the sale of common
units and the general partners' capital contributions totaled
approximately $172.4 million and were primarily used to repay
amounts borrowed under the 2001 Partnership Credit Agreement.

   In connection with the Partnership's sale of common units in May
2001, Northwest Border Pipeline Company, a subsidiary of The
Williams Companies, Inc. and one of the Partnership's general
partners, sold its 1,123,500 common units.  These common units had
previously been outstanding and did not affect the number of the
Partnership's total common units outstanding.  The Partnership did
not receive any of the proceeds from the common units sold by
Northwest Border Pipeline.

7. NET INCOME PER UNIT

   Net income per unit is computed by dividing net income, after
deduction of the general partners' allocation, by the weighted
average number of outstanding common units.  The general partners'
allocation is equal to an amount based upon their collective 2%
general partner interest adjusted for incentive distributions.  The
distribution to partners amount shown on the accompanying
consolidated statement of changes in partners' equity includes
incentive distributions to the general partners of approximately
$2.9 million.

   On October 22, 2001, the Partnership declared a cash distribution
of $0.7625 per unit ($3.05 per unit on an annualized basis) for the
quarter ended September 30, 2001.  The distribution is payable
November 14, 2001, to unitholders of record at October 31, 2001.

8. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

   The Partnership uses financial instruments in the management of
its interest rate and commodity price exposure.  A control
environment has been established which includes policies and
procedures for risk assessment and the approval, reporting and
monitoring of financial instrument activities.  In 1998, the
Financial Accounting Standards Board issued Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which was subsequently amended
by SFAS No. 137 and SFAS No. 138.  SFAS No. 133 requires that every
derivative instrument (including certain derivative instruments
embedded in other contracts) be recorded on the balance sheet as
either an asset or liability measured at its fair value.  The
statement requires that changes in the derivative's fair value be
recognized currently in earnings unless specific hedge accounting
criteria are met.  Special accounting for qualifying hedges allows a
derivative's gains and losses to offset related results on the
hedged item in the income statement, and requires that a company
formally document, designate and assess the effectiveness of
transactions that receive hedge accounting.  The Partnership adopted
SFAS No. 133 beginning January 1, 2001.

   At December 31, 2000, the Partnership had classified in long-term
debt $26.0 million of unamortized proceeds from the termination of
derivatives.  This included unamortized proceeds of $14.9 million
from the termination of interest rate swap agreements by the
Partnership in December 2000 and $11.1 million from the termination
of interest rate forward agreements by Northern Border Pipeline in
August 1999.  As a result of the adoption of SFAS No. 133, the
Partnership reclassified $22.7 million from long-term debt to
accumulated other comprehensive income and $3.3 million from long-
term debt to minority interests in partners' equity.  The
Partnership is reflecting in consolidated accumulated other
comprehensive income its 70% share of Northern Border Pipeline's
accumulated other comprehensive income.  The remaining 30% is
reflected as an adjustment to minority interests in partners'
equity.

   Also upon adoption of SFAS No. 133, Northern Border Pipeline
designated an outstanding interest rate swap agreement with a
notional amount of $40.0 million as a cash flow hedge.  As a result,
the Partnership recorded a non-cash loss of $0.5 million in
accumulated other comprehensive income and $0.3 million as an
adjustment to minority interests in partners' equity.

   In February 2001, the Partnership entered into forward starting
interest rate swaps with notional amounts totaling $150 million
related to the anticipated issuance of fixed rate debt.  Upon
issuance of the 2001 Partnership Senior Notes in March 2001, the
Partnership paid approximately $4.3 million to terminate the swaps,
which was recorded in accumulated other comprehensive income.  The
swaps were designated as cash flow hedges as they were entered into
to hedge the fluctuations in Treasury rates and spreads between the
execution date of the swaps and the issuance of the 2001 Partnership
Senior Notes.

   In March 2001, Northern Border Pipeline entered into forward
starting interest rate swaps with notional amounts totaling $200
million related to the planned issuance of 10-year and 30-year fixed
rate debt.  Upon issuance of the 2001 Pipeline Senior Notes in
September 2001, Northern Border Pipeline paid approximately $4.1
million to terminate the swaps, of which $2.9 million was recorded
in accumulated other comprehensive income and $1.2 million was
recorded as an adjustment to minority interests in partners' equity.
The swaps were designated as cash flow hedges as they were entered
into to hedge the fluctuations in Treasury rates and spreads between
the execution date of the swaps and the issuance of the 2001
Pipeline Senior Notes.

   During the three months and nine months ended September 30, 2001,
the Partnership amortized approximately $0.5 million and $1.6
million, respectively, related to the terminated derivatives, as a
reduction to interest expense from accumulated other comprehensive
income.  The Partnership expects to amortize approximately $0.5
million in the fourth quarter of 2001.

   Bear Paw Energy, which was acquired by the Partnership in March
2001 (see Note 2), periodically enters into commodity derivatives
contracts and fixed-price physical contracts.  Bear Paw Energy
primarily utilizes price swaps and collars, which have been
designated as cash flow hedges, to hedge Bear Paw Energy's exposure
to gas and natural gas liquid price volatility.  The price swaps and
collars that Bear Paw Energy had in place when it was acquired by
the Partnership were redesignated as hedges upon acquisition.  Bear
Paw Energy has entered into certain commodity price swap arrangements
with Enron North America Corp. ("ENA"), a wholly-owned subsidiary
of Enron Corp.  At September 30, 2001, Bear Paw Energy recognized
a non-cash gain in accumulated other comprehensive income of
approximately $7.8 million, of which approximately $6.65 million
relates to the ENA commodity price swap arrangements, with a
corresponding amount reflected in current assets on the accompanying
consolidated balance sheet.

   During the third quarter of 2001, the Partnership entered into
interest rate swaps with notional amounts totaling $225 million.
Under the interest rate swap agreements, the Partnership makes
payments to counterparties at variable rates based on the London
Interbank Offered Rate and in return receives payments based on a
7.10% fixed rate.  At September 30, 2001, the average effective
interest rate on the interest rate swaps was 6.11%.  The swaps have
been designated as fair value hedges as they were entered into to
hedge the fluctuations in the market value of the 2001 Partnership
Senior Notes.  A non-cash gain of approximately $14.0 million is
reflected in long-term assets and long-term debt on the accompanying
consolidated balance sheet.

9. NEW ACCOUNTING PRONOUNCEMENTS

   In the third quarter of 2001, the Financial Accounting Standards
Board issued SFAS No. 141, "Business Combinations," SFAS No. 142,
"Goodwill and Other Intangible Assets," SFAS No. 143, "Accounting
for Asset Retirement Obligations" and SFAS No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets."  SFAS No. 141
requires all business combinations initiated after June 30, 2001, to
be accounted for using the purchase method.  SFAS No. 142 modifies
the accounting and reporting of goodwill and intangible assets.  It
requires entities to discontinue the amortization of goodwill,
reallocate goodwill among its reporting segments and perform initial
impairment tests by applying a fair-value-based analysis on the
goodwill in each reporting segment.  Subsequent to the initial
adoption, goodwill shall be tested for impairment annually or more
frequently if circumstances indicate a possible impairment.  For
goodwill and intangible assets on the balance sheet at June 30,
2001, the provisions of SFAS No. 142 must be applied to fiscal years
beginning after December 15, 2001.  At September 30, 2001, the
Partnership's balance sheet included goodwill of approximately $482
million.  Estimated annual amortization is approximately $16
million.

   SFAS No. 143 requires entities to record the fair value of a
liability for an asset retirement obligation in the period in which
it is incurred.  When the liability is initially recorded, the
entity capitalizes a cost by increasing the carrying amount of the
related long-lived asset.  Over time, the liability is accreted to
its present value and the capitalized cost is depreciated over the
useful life of the related asset.  Upon settlement of the liability,
an entity either settles the obligation for its recorded amount or
incurs a gain or loss.  SFAS No. 143 is effective for fiscal years
beginning after June 15, 2002, with earlier application encouraged.

   SFAS No. 144 establishes one accounting model to be used for long-
lived assets to be disposed of by sale and broadens the presentation
of discontinued operations to include more disposal transactions.
SFAS No. 144 supersedes both SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of," and the accounting and reporting provisions of APB
Opinion No. 30.  This standard is effective for fiscal years
beginning after December 15, 2001.  The Partnership is in the
process of evaluating the application of these pronouncements.

<PAGE>
	     PART I. FINANCIAL INFORMATION - (Continued)

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

	   NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES


Results of Operations

   Northern Border Partners, L.P. (the "Partnership") owns a 70%
general partner interest in Northern Border Pipeline Company.
Northern Border Pipeline's revenue is derived from agreements with
its shippers for the transportation of natural gas.  It transports
gas under a Federal Energy Regulatory Commission ("FERC") regulated
tariff.  Northern Border Pipeline had used a cost of service form of
tariff since its inception but agreed to convert to a stated rate
form of tariff as part of the settlement of its rate case discussed
below.

   Under the cost of service tariff, Northern Border Pipeline was
provided an opportunity to recover all of the operations and
maintenance costs of the pipeline, taxes other than income taxes,
interest, depreciation and amortization, an allowance for income
taxes and a regulated return on equity.  Northern Border Pipeline
was generally allowed to collect from its shippers a return on
regulated rate base as well as recover that rate base through
depreciation and amortization.  Billings for the firm transportation
agreements were based on contracted volumes to determine the
allocable share of the cost of service and were not dependent upon
the percentage of available capacity actually used.

   Northern Border Pipeline filed a rate proceeding with the FERC in
May 1999 for, among other things, a redetermination of its allowed
equity rate of return.  In September 2000, Northern Border Pipeline
filed a stipulation and agreement with the FERC that documented the
proposed settlement of its pending rate case.  The settlement was
approved by the FERC in December 2000.  Under the approved
settlement, effective December 1, 1999, shippers began paying stated
transportation rates based on a straight-fixed variable rate design.
Under the straight-fixed variable rate design, approximately 98% of
the agreed upon revenue level is attributed to demand charges, based
upon contracted firm capacity, and the remaining 2% is attributed to
commodity charges, based on the volumes of gas actually transported
on the system.

   As of December 31, 2000, the termination dates of the shippers'
contracts ranged from October 31, 2001 to December 21, 2013 and the
weighted average contract life was approximately six years with just
under 99% of capacity contracted through mid-September 2003.
Contracts for approximately 44% of the capacity will expire between
mid-September 2003 and the end of October 2005.

   Crestone Energy Ventures acquired its interests in Fort Union Gas
Gathering, Lost Creek Gathering, Crestone Gathering Services, and a
portion of Bighorn Gas Gathering in September 2000.  Prior to that
time, Crestone Energy Ventures' sole asset was its investment in
Bighorn Gas Gathering.

   During 2001, the following acquisitions have been made: Bear Paw
Energy in late March; the Mazeppa and Gladys gas processing plants,
gas gathering systems and a minority interest in the Gregg Lake/Obed
Pipeline in early April; and Midwestern Gas Transmission in late
April (see Note 2 - Notes to Consolidated Financial Statements).

Third Quarter 2001 Compared With Third Quarter 2000

   Operating revenues, net increased $41.1 million (49%) for the
third quarter of 2001, as compared to the same period in 2000, due
primarily to $37.8 million of revenues from the gas gathering and
processing businesses acquired in 2001.

   Operating revenues from the interstate pipelines increased $3.1
million due primarily to $3.4 million of revenues from Midwestern
Gas Transmission partially offset by a $0.3 million decrease
attributable to Northern Border Pipeline.  Northern Border
Pipeline's operating revenues reflect the rate case settlement
discussed above.

   Product purchases of $12.2 million recorded in the third quarter
of 2001 represent amounts incurred by Bear Paw.  In conjunction with
its gathering and processing activities, Bear Paw receives
the natural gas stream from producers.  Upon sale of the
natural gas liquids and residue that it processes in its facilities,
Bear Paw pays the producers based upon a percentage of the gross
proceeds.

   Operations and maintenance expense increased $9.6 million (69%)
for the third quarter of 2001, as compared to the same period in
2000, due primarily to $11.3 million of expense from the gas
gathering and processing segment.  Operations and maintenance
expense from the interstate pipelines decreased $1.6 million due
primarily to a decrease in Northern Border Pipeline's expense by
$2.9 million (28%) partially offset by $1.3 million of expense from
Midwestern Gas Transmission.  Northern Border Pipeline's operations
and maintenance expense decreased due primarily to a decrease in
Northern Border Pipeline's regulatory commission expense and
decreased costs to operate its two electric-powered compressor
units.

   Depreciation and amortization expense increased $4.9 million
(33%) for the third quarter of 2001, as compared to the same period
in 2000, due primarily to $4.6 million of expense from the gas
gathering and processing segment.  Depreciation and amortization
expense from the interstate pipelines increased $0.7 million due
primarily to expense from Midwestern Gas Transmission.  Depreciation
and amortization expense in the third quarter of 2001 and 2000
includes goodwill amortization of $2.1 million and $0.1 million,
respectively.  See "New Accounting Pronouncements" for discussion of
a recently issued accounting pronouncement that will impact goodwill
amortization in 2002.

   Taxes other than income increased $2.8 million (43%) for the
third quarter of 2001, as compared to the same period in 2000, due
primarily to an increase in Northern Border Pipeline's expense by
$2.1 million (32%) and $0.6 million of expense from the gas
gathering and processing segment.  The increase in Northern Border
Pipeline's taxes other than income is due primarily to adjustments
to previous estimates of ad valorem taxes for increases in property
valuations.

   Consolidated interest expense increased $0.9 million (4%) for the
third quarter of 2001, as compared to the same period in 2000.
Interest expense for the Partnership increased approximately $5.0
million (132%) for the third quarter of 2001, as compared to the
same period in 2000, due to additional borrowings partially offset
by a decrease in the Partnership's average interest rate.  In June
2000 and September 2000, the Partnership issued $250 million of
8 7/8% Senior Notes, and in March 2001, the Partnership issued $225
million of 7.10% Senior Notes.  The additional borrowings were made
primarily for the acquisition of gas gathering and processing
businesses during 2000 and the acquisitions made in March 2001 and
April 2001 (see Note 2 - Notes to Consolidated Financial
Statements).  Interest expense attributable to Northern Border
Pipeline decreased $3.7 million (23%) for the third quarter of 2001,
as compared to the same period in 2000, due to a decrease in
Northern Border Pipeline's average interest rate.

   Other income (expense) decreased $1.6 million (55%) for the third
quarter of 2001, as compared to the same period in 2000.  Other
income (expense) for the third quarter of 2000 included $2.7 million
of income due to a reduction in reserves previously established for
regulatory issues by Northern Border Pipeline.  Equity earnings in
unconsolidated affiliates increased $1.1 million to $0.7 million for
the third quarter of 2001 as compared to the same period in 2000.
Goodwill amortization netted against equity earnings in
unconsolidated affiliates totaled $1.6 million and $0.3 million in
the third quarter of 2001 and 2000, respectively.  See "New
Accounting Pronouncements" for discussion of a recently issued
accounting pronouncement that will impact goodwill amortization in
2002.

Nine Months Ended September 30, 2001 Compared With Nine Months Ended
September 30, 2000

   Operating revenues, net increased $90.5 million (37%) for the
first nine months of 2001, as compared to the same period in 2000,
due primarily to $84.1 million of revenues from the gas gathering
and processing businesses acquired in 2001.  Operating revenues from
the interstate pipelines increased $5.7 million due primarily to
$5.6 million of revenues from Midwestern Gas Transmission and a $0.1
million increase attributable to Northern Border Pipeline.  Northern
Border Pipeline's operating revenues reflect the rate case
settlement discussed above.

   Product purchases of $29.7 million recorded in the first nine
months of 2001 represent amounts incurred by Bear Paw.  In
conjunction with its gathering and processing activities, Bear Paw
receives the natural gas stream from producers.  Upon sale of the
natural gas liquids and residue that it processes in its facilities,
Bear Paw pays the producers based upon a percentage of the gross
proceeds.

   Operations and maintenance expense increased $22.7 million (55%)
for the first nine months of 2001, as compared to the same period in
2000, due primarily to $25.6 million of expense from the gas
gathering and processing segment.  Operations and maintenance
expense from the interstate pipelines decreased $3.5 million due
primarily to a decrease in Northern Border Pipeline's expense by
$5.2 million (17%) partially offset by $1.8 million of expense from
Midwestern Gas Transmission.  Northern Border Pipeline's operations
and maintenance expense decreased due primarily to a decrease in
Northern Border Pipeline's regulatory commission expense, decreased
costs to operate its two electric-powered compressor units and
decreased administrative expenses for the pipeline.

   Depreciation and amortization expense increased $9.9 million
(21%) for the first nine months of 2001, as compared to the same
period in 2000, due primarily to $9.5 million of expense from the
gas gathering and processing segment.  Depreciation and amortization
expense from the interstate pipelines increased $0.8 million due
primarily to $1.5 million of expense from Midwestern Gas
Transmission offset by a decrease in Northern Border Pipeline's
expense by $0.7 million.  Depreciation and amortization expense in
the first nine months of 2001 and 2000 includes goodwill
amortization of $4.7 million and $0.3 million, respectively.  See
"New Accounting Pronouncements" for discussion of a recently issued
accounting pronouncement that will impact goodwill amortization in
2002.

   Taxes other than income decreased $1.2 million (6%) for the first
nine months of 2001, as compared to the same period in 2000, due
primarily to a decrease in Northern Border Pipeline's expense by
$2.6 million (12%) offset by $1.1 million of expense from the gas
gathering and processing segment.  The decrease in Northern Border
Pipeline's taxes other than income is due primarily to adjustments
to previous estimates of ad valorem taxes.

   Consolidated interest expense increased $9.2 million (16%) for
the first nine months of 2001, as compared to the same period in
2000.  Interest expense for the Partnership increased approximately
$18.4 million (225%) for the first nine months of 2001, as compared
to the same period in 2000, due to additional borrowings.  In June
2000 and September 2000, the Partnership issued $250 million of 8
7/8% Senior Notes, and in March 2001, the Partnership issued $225
million of 7.10% Senior Notes.  The additional borrowings were made
primarily for the acquisition of gas gathering and processing
businesses during 2000 and the acquisitions made in March 2001 and
April 2001 (see Note 2 - Notes to Consolidated Financial
Statements).  Interest expense attributable to Northern Border
Pipeline decreased $7.6 million (15%) for the first nine months of
2001, as compared to the same period in 2000, due to a decrease in
Northern Border Pipeline's average interest rate and a decrease in
average debt outstanding.

   Other income (expense) decreased $4.6 million for the first nine
months of 2001, as compared to the same period in 2000.  Other
income (expense) for the first nine months of 2001 includes a charge
of approximately $1.7 million for an uncollectible receivable from a
telecommunications company that had purchased excess capacity on
Northern Border Pipeline's communication system.  In the first nine
months of 2000, Northern Border Pipeline had recorded approximately
$1.4 million of income from the purchase of excess capacity by the
telecommunications company.  Other income (expense) for the first
nine months of 2000 also included $2.7 million of income due to a
reduction in reserves previously established for regulatory issues
by Northern Border Pipeline.  The results for 2001 include non-
recurring charges of $2.4 million, primarily related to a loss on a
forward purchase of Canadian dollars to fund the acquisition of
gathering and processing assets in Alberta (see Note 2 - Notes to
Consolidated Financial Statements).  Equity earnings in
unconsolidated affiliates increased $2.4 million to $1.2 million for
the first nine months of 2001 as compared to the same period in
2000.  Goodwill amortization netted against equity earnings in
unconsolidated affiliates totaled $4.7 million and $0.7 million in
the first nine months of 2001 and 2000, respectively.  See "New
Accounting Pronouncements" for discussion of a recently issued
accounting pronouncement that will impact goodwill amortization in
2002.

   The extraordinary loss from debt restructuring of $1.2 million
recorded in the first nine months of 2001 relates to Black Mesa's
10.7% Secured Senior Notes, which were repaid by the Partnership
prior to maturity (see Note 4 - Notes to Consolidated Financial
Statements).

Liquidity and Capital Resources

General

   Northern Border Pipeline had previously entered into a 1997
credit agreement ("Pipeline Credit Agreement") with certain
financial institutions, which is comprised of a $100 million five-
year revolving credit facility and a $289 million term loan, both
maturing in June 2002.  At September 30, 2001, no amounts
were outstanding under the five-year revolving credit facility.
Northern Border Pipeline anticipates refinancing the Pipeline Credit
Agreement in the first quarter of 2002.

   At September 30, 2001, Northern Border Pipeline also had
outstanding $143 million of senior notes issued in a $250 million
private placement under a July 1992 note purchase agreement.  The
note purchase agreement provides for four series of notes, Series A
through D, maturing between August 2000 and August 2003.  The Series
A Notes with a principal amount of $66 million and Series B Notes
with a principal amount of $41 million were repaid in August 2000
and August 2001, respectively.  The Series C Notes with a principal
amount of $78 million mature in August 2002.

   In September 2001, Northern Border Pipeline completed a private
offering of $250 million of 7.50% Senior Notes due 2021 ("2001
Pipeline Senior Notes").  Northern Border Pipeline also entered into
a registration rights agreement with the initial purchasers in the
private offering in which Northern Border Pipeline agreed, among
other things, to use its reasonable best efforts to exchange the
2001 Pipeline Senior Notes for notes registered under the
Securities Act of 1933 with substantially identical
terms.  The indenture under which the 2001 Pipeline Senior Notes
were issued does not limit the amount of unsecured debt Northern
Border Pipeline may incur, but it does contain material financial
covenants, including restrictions on incurrence of secured
indebtedness.  The proceeds from the 2001 Pipeline Senior Notes were
used to reduce indebtedness outstanding under the Pipeline Credit
Agreement.

   The Partnership completed a private offering of $250 million of 8
7/8% Senior Notes due 2010 ("2000 Partnership Senior Notes") during
2000.  The 2000 Partnership Senior Notes were subsequently exchanged
in a registered offering for notes with substantially identical
terms.  The proceeds from the 2000 Partnership Senior Notes were
used in acquisitions made by the Partnership in June 2000 and
September 2000.

   In March 2001, the Partnership completed a private offering of
$225 million of 7.10% Senior Notes due 2011 ("2001 Partnership
Senior Notes").  The 2001 Partnership Senior Notes were subsequently
exchanged in a registered offering for notes with substantially
identical terms.  The indenture under which the 2001 Partnership
Senior Notes were issued does not limit the amount of unsecured debt
the Partnership may incur, but it does contain material financial
covenants, including restrictions on incurrence of secured
indebtedness.  The proceeds from the 2001 Partnership Senior Notes
were used to fund a portion of the acquisition of Bear Paw Energy
(see Note 2 - Notes to Consolidated Financial Statements).

   The Partnership entered into a $200 million three-year revolving
credit agreement with certain financial institutions ("2001
Partnership Credit Agreement") in March 2001.  The 2001 Partnership
Credit Agreement is to be used for capital expenditures,
acquisitions and general business purposes.  The 2001 Partnership
Credit Agreement replaced revolving credit agreements entered into
in June 2000.  At September 30, 2001, $47.0 million was outstanding
under the 2001 Partnership Credit Agreement.

   In the third quarter of 2001, the Partnership entered into
interest rate swap agreements with notional amounts totaling $225
million that expire in March 2011.  Under the interest rate swap
agreements, the Partnership makes payments to counterparties at
variable rates based on the London Interbank Offered Rate and
in return receives payments based on a 7.10% fixed rate.  The swaps
were entered into to hedge the fluctuations in the market value of
the 2001 Partnership Senior Notes.

   In April 2001 and May 2001, the Partnership sold 407,550 and
4,000,000 common units, respectively.  In conjunction with the
issuance of the additional common units, including the units issued
for Bear Paw Energy in March 2001 (see Note 2 - Notes to
Consolidated Financial Statements), the Partnership's general
partners made capital contributions to the Partnership to maintain a
2% general partner interest in accordance with the partnership
agreements.  The net proceeds of the sale of common units and the
general partners' capital contributions totaled approximately $172.4
million and were primarily used to repay amounts borrowed under the
2001 Partnership Credit Agreement.

   Short-term liquidity needs will be met by internal sources and
through the credit facilities discussed above.  Long-term capital
needs may be met through the ability to issue long-term indebtedness
as well as additional limited partner interests of the Partnership.

Cash Flows From Operating Activities

   Cash flows provided by operating activities increased $15.1
million to $161.5 million for the first nine months of 2001, as
compared to the same period in 2000, due primarily to an increase in
net income.  This was partially offset by net cash outflows of
approximately $4.7 million related to Northern Border Pipeline's
rate case.  During the first quarter of 2001, Northern Border
Pipeline made refunds to its shippers totaling $6.8 million, which
included approximately $2.1 million collected in the first quarter
of 2001 with the remainder collected previously.

Cash Flows From Investing Activities

   The investment in unconsolidated affiliates of $9.2 million and
$8.8 million for the first nine months of 2001 and 2000,
respectively, primarily reflects capital contributions to Bighorn
Gas Gathering.

   Acquisitions of businesses of $342.1 million for the first nine
months of 2001 represents acquisitions of Midwestern Gas
Transmission and assets in Alberta, Canada in April 2001 and the
cash portion of the purchase price of Bear Paw Energy in March 2001.
The purchase of Bear Paw Energy also involved the issuance of 5.7
million common units valued at $183.0 million, for a total purchase
price of $381.7 million.  The acquisitions of businesses for the
first nine months of 2000 included the acquisition of gas gathering
businesses in the Powder River and Wind River basins in Wyoming for
approximately $208.7 million and the acquisition of 80% of the non-
voting class A shares in Bighorn Gas Gathering for approximately
$20.8 million

   Capital expenditures of $99.0 million for the first nine months
of 2001 include $46.1 million for gas gathering and processing
facilities and $52.7 million for interstate pipeline facilities.
The expenditures for interstate pipeline facilities include $46.3
million for Northern Border Pipeline's Project 2000 (see Note 3 -
Notes to Consolidated Financial Statements).  For the same period in
2000, total capital expenditures were $7.5 million, which included
$3.3 million related to Project 2000.

   Total capital expenditures, business acquisitions and investments
in unconsolidated affiliates for 2001 are estimated to be $692
million, which includes $633 million expended through the first nine
months of 2001.  Capital expenditures for the interstate pipelines
are estimated to be $65 million, including approximately $54 million
for Northern Border Pipeline's Project 2000.  Northern Border
Pipeline currently anticipates funding its 2001 capital expenditures
primarily by using internal sources and borrowing on the Pipeline
Credit Agreement.  Capital expenditures for gas gathering and
processing facilities are estimated to be $78 million and additional
investments in unconsolidated affiliates are estimated to be $21
million for 2001.  Total business acquisitions are estimated to be
$528 million.  The Partnership anticipates financing its future
capital requirements primarily by borrowing on the 2001 Partnership
Credit Agreements and by issuing partnership interests.

Cash Flows From Financing Activities

   Cash flows provided by financing activities increased $153.9
million to $276.5 million for the first nine months of 2001 as
compared to the same period in 2000.  Cash distributions to the
unitholders and the general partners increased $28.2 million to
$87.2 million.  The increase is due to both an increase in the
number of common units outstanding and an increase in the
distribution rate.  The distributions paid in the first, second and
third quarter of 2001 were $0.70 per unit, $0.7625 per unit and
$0.7625 per unit, respectively, as compared to $0.65 per unit paid
in the first three quarters of 2000.

   During the first nine months of 2001, issuances of long-term debt
included: net proceeds from the private offering of the 2001
Partnership Senior Notes of approximately $223.2 million; borrowings
under the 2001 Partnership Credit Agreement of $215.0 million; net
proceeds from the issuance of the 2001 Pipeline Senior Notes of
approximately $247.2 million; and borrowings under the Pipeline
Credit Agreement of $116.0 million.  The proceeds from the 2001
Partnership Senior Notes and the 2001 Partnership Credit Agreement
were primarily used to fund the acquisition of Bear Paw Energy,
Canadian assets and Midwestern Gas Transmission discussed previously
and to repay $47.3 million of indebtedness outstanding.  The
proceeds from the 2001 Pipeline Senior Notes were used for repayment
of amounts borrowed under the Pipeline Credit Agreement.  During the
first nine months of 2000, issuances of long-term debt included: net
proceeds from the private offering of the 2000 Partnership Senior
Notes of approximately $252.0 million; borrowings under the
Partnership's prior credit facility of $102.5 million; and
borrowings under the Pipeline Credit Agreement of $75.0 million.
The net proceeds of the 2000 Partnership Senior Notes and the
Partnership's prior credit facility were primarily used to repay the
Partnership's existing indebtedness of $119.5 million, to fund the
acquisition of the Bighorn Gas Gathering class A shares of $20.8
million and to fund the acquisition of gas gathering businesses.  In
August 2001 and August 2000, Northern Border Pipeline repaid its
Series B and A Notes of $41 million and $66 million, respectively,
primarily by borrowing under the Pipeline Credit Agreement.

   For the nine months of 2001, Northern Border Pipeline recognized
a decrease in bank overdraft of $22.4 million.  At December 31,
2000, Northern Border Pipeline reflected the bank overdraft
primarily due to rate case refund checks outstanding.  In March
2001, the Partnership paid approximately $4.3 million to terminate
interest rate swap agreements and in September 2001, Northern Border
Pipeline paid approximately $4.1 million to terminate interest rate
swap agreements (see Note 8 - Notes to Consolidated Financial
Statements).  Financing activities for 2001 reflect the issuance of
partnership interests of $172.4 million, which was primarily used to
repay amounts borrowed on the 2001 Partnership Credit Agreement of
$168.0 million (see Note 6 - Notes to Consolidated Financial
Statements).

New Accounting Pronouncements

   In the third quarter of 2001, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards ("SFAS")
No. 141, "Business Combinations," SFAS No. 142, "Goodwill and Other
Intangible Assets," SFAS No. 143, "Accounting for Asset Retirement
Obligations" and SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets."  See Note 10 - Notes to Consolidated
Financial Statements.

Relationships with Enron and Recent Developments Involving Enron

	There have been several recent developments involving Enron
that could have an impact on the Partnership.  The trading prices
for Enron's common stock have experienced substantial declines
during 2001, and multiple class action lawsuits have been filed
against Enron alleging violations of securities laws.  On
October 16, 2001, Enron announced a loss for the quarter ended
September 30, 2001 due in part to the early termination of certain
structured finance arrangements with a related entity.  In
connection with the early termination, Enron's shareholders'
equity was reduced by approximately $1.2 billion.  Enron also
announced the commencement of an investigation by the SEC with
respect to related party transactions and appointed a special
committee of directors to examine and take appropriate action with
respect to such transactions.  On November 8, 2001, Enron filed
with the SEC a current report on Form 8-K that reported that Enron
will restate its financial statements for 1997 through 2000 and
for the first two quarters of 2001.  Enron's filing indicated that
the restatements would have no material impact on its
shareholders' equity at September 30, 2001.  On November 9, 2001,
Enron announced that it had entered into a merger agreement with
Dynegy Inc. ("Dynegy"), a Houston-based energy trading and power
company.  Enron stated that, upon consummation of the proposed
merger, its shareholders will receive shares in a combined company
to be called Dynegy Inc.  The announcement stated that Dynegy will
make an immediate equity infusion into Enron in the amount of $1.5
billion.

	Some of the recent events have resulted in the downgrading of
the obligations of Enron and certain of its subsidiaries by credit
rating agencies.  For example, Moody's Investors Service
downgraded the senior unsecured debt ratings of Enron to Baa3 and
Standard & Poor's lowered its long-term corporate credit rating on
Enron to BBB-.  The Partnership notes that Enron's senior debt
continues to be rated investment grade by the major rating
agencies.

	The Partnership has a number of relationships with Enron and
its subsidiaries.  Through Enron's ownership of two of the
Partnership's general partners, Enron is able to elect members
with a majority of the voting power on the partnership policy
committee and Northern Border Pipeline's management committee.
Northern Plains Natural Gas Company and NBP Services Corporation,
wholly-owned subsidiaries of Enron, provide operating and
administrative services for the Partnership and its subsidiaries.
Certain of the services are provided through other subsidiaries of
Enron.  Enron North America Corp. ("ENA"), a wholly-owned
subsidiary of Enron, is one of Northern Border Pipeline's firm
shippers and is obligated as of September 30, 2001, to pay for
6.3% of Northern Border Pipeline's capacity, consisting of (i)
approximately 2.4% of Northern Border Pipeline's capacity,
equating to approximately $8 million in annual revenues,
representing firm demand contracts, and (ii) approximately 3.9% of
Northern Border Pipeline's capacity, equating to approximately $12
million in annual revenues, representing temporary capacity releases
from other shippers who would be responsible for payment in the event
of a default in payment by ENA.  ENA is obligated under a services
agreement to pay a variable fee, which for the month of September 2001
was approximately $1.2 million, for certain gathering services
for customers of Crestone Gathering Services, which is a wholly-owned
subsidiary of the Partnership.  In the event ENA's agreement is
terminated, the customers of Crestone Gathering Services would be
obligated to pay the fee.  Subsidiaries of the Partnership
have entered into certain commodity price swap arrangements with
ENA in order to hedge risks of changes in commodity prices.  At
September 30, 2001 a non-cash gain of $6.65 million on these
agreements is reflected in accumulated other comprehensive income
with a corresponding amount reflected in current assets on the
Partnership's consolidated balance sheet. The Partnership could be
adversely affected if Enron or any of its subsidiaries were to
fail to perform its contractual obligations under contracts with
the Partnership or its subsidiaries.

	The Partnership plans to continue to assess the impact of
developments involving Enron on its existing agreements and
relationships with Enron and its subsidiaries.

Information Regarding Forward Looking Statements

   The statements in this Quarterly Report that are not historical
information are forward looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934.  Such forward looking statements
include the discussions in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and in "Notes to
Consolidated Financial Statements" regarding Northern Border
Pipeline's plans to issue debt and the Partnership's anticipated
financing plans for its capital requirements.  Although the
Partnership believes that its expectations regarding future events
are based on reasonable assumptions within the bounds of its
knowledge of its business, it can give no assurance that its goals
will be achieved or that its expectations regarding future
developments will be realized.  Important factors that could cause
actual results to differ materially from those in the forward
looking statements herein include industry results, future demand
for natural gas, availability of supplies of Canadian natural gas,
political and regulatory developments that impact FERC proceedings
involving the regulated pipelines, those regulated pipelines
success in sustaining their positions in such proceedings or the
success of intervenors in opposing their
positions, competitive developments by Canadian and U.S. natural gas
transmission peers, political and regulatory developments in Canada,
and conditions of the capital markets and equity markets.

<PAGE>
	     PART I. FINANCIAL INFORMATION - (Concluded)

 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

	   NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES


      The Partnership's interest rate exposure results from variable
rate borrowings from commercial banks.  To mitigate potential
fluctuations in interest rates, the Partnership attempts to maintain
a significant portion of its debt portfolio in fixed rate debt.  The
Partnership also uses interest rate swap agreements to increase the
portion of its fixed rate debt.  As of September 30, 2001,
approximately 63% of the consolidated debt portfolio, after
considering the effect of interest rate swap agreements, is in
fixed rate debt.

   If average interest rates change by one percentage compared to
rates in effect as of September 30, 2001, consolidated annual
interest expense would change by approximately $5.2 million.  This
amount has been determined by considering the impact of the
hypothetical interest rates on variable rate borrowings
outstanding as of September 30, 2001.

   The Partnership's recently acquired gas gathering and processing
businesses are subject to certain contracts that give it quantities
of natural gas and natural gas liquids as partial consideration for
processing services.  The income and cash flows from these contracts
will be impacted by changes in these commodity prices.  The
Partnership has hedged a substantial portion of its expected
commodity price risk under these contracts for 2001 and
approximately 40% of its expected commodity price risk for 2002.

<PAGE>
		     PART II. OTHER INFORMATION

	   NORTHERN BORDER PARTNERS, L.P. AND SUBSIDIARIES


ITEM 1. Legal Proceedings

   On July 31, 2001, the Assiniboine and Sioux Tribes of the Fort
Peck Indian Reservation filed a lawsuit in Tribal Court against
Northern Border Pipeline Company to collect more than $3 million in
back taxes, together with interest and penalties.  The lawsuit
relates to a utilities tax on certain of Northern Border Pipeline's
properties within the Fort Peck Reservation.  Based on recent
decisions by the federal courts and other defenses, the Partnership
believes that the Tribes do not have the authority to impose the tax
and that the lawsuit will not have a material adverse impact on the
Partnership.

ITEM 6. Exhibits and Reports on Form 8-K

(a) Exhibits.

  * 4.2  Indenture, dated September 17, 2001, between Northern
	 Border Pipeline and Bank One Trust Company, N.A.
	 (Exhibit 4.2 to Northern Border Pipeline Company's
	 Registration Statement on Form S-4, Registration
	 No. 333-73282 ("Form S-4").

  * 4.3  Registration Rights Agreement, dated September 17, 2001,
	 among Northern Border Pipeline Company, Banc of America
	 Securities LLC, Banc One Capital Markets, Inc. and BMO
	 Nesbitt Burns Corp., as initial purchasers (Exhibit 4.3
	 to Northern Border Pipeline Company's Registration
	 Statement on Form S-4).

  *10.36 First Amendment to Employment Agreement between Northern
	 Plains Natural Gas Company and William R. Cordes effective
	 as of September 25, 2001 (Exhibit 10.36 to Northern Border
	 Pipeline Company's Registration Statement on Form S-4).

  *10.37 Ninth Supplement Amending Northern Border Pipeline Company
	 General Partnership Agreement (Exhibit 10.37 to Northern Border
	 Pipeline Company's Registration Statement on Form S-4).

  *10.38 Northern Border Pipeline Company U.S. Shippers Service
	 Agreement between Northern Border Pipeline Company and
	 Enron North America Corp., dated October 29, 2001
	 (Exhibit 10.38 to Northern Border Pipeline Company's
	 Registration Statement on Form S-4).

  *99.1  Northern Border Phantom Unit Plan (Exhibit 99.1 to Northern
	 Border Partners, L.P.'s Amendment No. 1 to Registration
	 Statement on Form S-8, Registration No. 333-66949 and
	 Exhibit 99.1 to Northern Border Partners, L.P.'s
	 Registration Statement on Form S-8, Registration No.
	 333-72696).

  *Indicates exhibit incorporated by reference as indicated.

(b) Reports on Form 8-K.

   On August 2, 2001, the Partnership filed a Current Report on Form
8-K in connection with the public offering of 3,800,000 common units
representing limited partner interests in the Partnership by certain
former owners of Bear Paw Energy (the "Selling Unitholders"), and up
to 570,000 additional common units by certain of the Selling
Unitholders pursuant to an over-allotment option granted to the
underwriters.

<PAGE>
			     SIGNATURES




   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.


			      NORTHERN BORDER PARTNERS, L.P.
			      (A Delaware Limited Partnership)

Date:  November 14, 2001      By:  JERRY L. PETERS
				   Jerry L. Peters
				   Chief Financial and Accounting
				    Officer