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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K/A
(AMENDMENT NO. 1)

|/x/ | Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 1999
|--- | --------------------------------------------------------------------------------------------------------------------------------
|or 
|/ / | Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from  to     

Commission File Number: 333-59597

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LAKEHEAD PIPE LINE COMPANY, LIMITED PARTNERSHIP(Exact Name of Registrant as Specified in its Charter)

DELAWARE

39-1715851(State or other Jurisdiction of
Incorporation or Organization)

(I.R.S. Employer
Identification Number)


Lake Superior Place
21 West Superior Street
Duluth, Minnesota 55802-2067(Address of Principal Executive Offices and Zip Code)

Registrant's
Telephone Number, Including Area Code:(218) 725-0100

Securities
registered pursuant to section 12(b) of the Act: none

Securities
registered pursuant to section 12(g) of the Act: none

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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 /x/  No / /

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /x/

Documents
Incorporated by Reference: None

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The
following Amendment No. 1 is being filed solely to add the consent of PricewaterhouseCoopers LLP as Exhibit 23.1 to this report.

Amendment No. 1

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

|Exhibit Number |  | Description                       
|-------------- |  | ----------------------------------
|23.1           |  | Consent of Independent Accountants

2

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

|                        |  | LAKEHEAD PIPE LINE COMPANY, LIMITED PARTNERSHIP(Registrant)
|----------------------- |  | -----------------------------------------------------------
|                        |  | By:                                                        
|Date: November 15, 2000 |  | By:                                                        

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below on November 15, 2000 by the following persons on behalf of the registrant
and in the capacities indicated with Lakehead Pipe Line Company, Inc., General Partner.

|/s/J.R. BIRDJ.R. Bird
President and Director
(Principal Executive Officer) |  | /s/E.C. HAMBROOKE.C. Hambrook
Chairman and Director                                  
|-------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------
|/s/L.H. DEBRIYNL.H. DeBriyn
Vice President and Director                    |  | /s/J.L. BALKOJ.L. Balko
Chief Accountant
(Principal Financial and Accounting Officer)
|/s/J.K. WHELENJ.K. Whelen
Treasurer                                        |  | /s/S. M. CURWINS. M. Curwin
Corporate Secretary                                      
|/s/S. J. WUORIS. J. Wuori
Director                                         |  | /s/F.W. FITZPATRICKF.W. Fitzpatrick
Director                                         
|/s/P.D. DANIELP.D. Daniel
Director                                         |  | /s/C.A. RUSSELLC.A. Russell
Director                                                 
|/s/D.P. TRUSWELLD.P. Truswell
Director                                     |  |                                                                                      
|                                                                           |  |                                                                                      

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EXHIBIT INDEX

|Exhibit Number |  | Description                       
|-------------- |  | ----------------------------------
|23.1           |  | Consent of Independent Accountants

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