U.S. SECURITIES AND EXCHANGECOMMISSION

WASHINGTON,D.C.  20549

 

# **FORM40-F**

 

[       ]  REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIESEXCHANGE ACT OF 1934

 

OR

 

[  P  ]  ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

 
| For the fiscal year ended December  31, 2009 |   | Commission file number 001-15254 |
|----------------------------------------------|--------|----------------------------------|
|                                         |   |                             |

 

**ENBRIDGE INC.**

*(Exact name of Registrant as specified in its charter)*

* *

NotApplicable

*(Translation of Registrant's Name into English (if applicable))*

 

| **Canada**

*(Province or other jurisdiction  of incorporation or organization)* |   | **4923**

*(Primary Standard Industrial  Classification Code**Number (if applicable))* |   | **None**

*(I.R.S. Employer Identification  Number (if applicable))* |
|----------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------|

 

**3000 Fifth Avenue Place**

**425 – 1****st**** Street S.W.**

**Calgary, Alberta, Canada  T2P 3L8**

#### **TelephoneNumber:  (403) 231-3900**

*(Address and telephone number of Registrant's principal executiveoffices)*

 

**Enbridge (U.S.) Inc.**

**1100 Louisiana, Suite 3200**

**Houston, Texas 77002**

**Telephone Number:  (713) 650-8900**

*(Name, address (including zip code)*and telephone number*(including area code)**of agent for service in the United States)*

 

 

**Securities registered pursuant to Section 12(b) of the Act:**

 
| Title of  each class | Name of each exchange on which  registered |   |
|----------------------|--------------------------------------------|--------|
| Common Shares        | New York Stock Exchange                    |   |

 

**Securities registered pursuant to Section 12(g) of the Act:**  None

 

**Securities for which there is a reporting obligation pursuant toSection 15(d) of the Act:**

** **

None

 

For annualreports, indicate by check mark the information filed with this Form:

 

 
| [  P  ] Annual Information Form | [  P  ] Audited annual financial statements |
|-------------------------------------------|-------------------------------------------------------|

 

Indicate thenumber of outstanding shares of the issuer’s classes of capital or common stockas of the close of the period covered by the annual report:

 

378,233,956Common shares (as at December 31, 2009)

 

Indicate bycheck mark whether the Registrant by filing the information contained in thisForm is also thereby furnishing the information to the Commission pursuant toRule 12g3-2(b) under the Securities Exchange Act of 1934 (the "ExchangeAct").  If "Yes" ismarked, indicate the filing number assigned to the Registrant in connectionwith such Rule.

 
|   | [      ] Yes |   | [  P  ] No |   |
|--------|---------------------------------------|--------|----------------------|--------|

 

Indicate bycheck mark whether the Registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Exchange Act during the preceding 12months (for such shorter period that the Registrant was required to file suchreports) and (2) has been subject to such filing requirements for the past90 days.

 
|   | [   P  ] Yes |   | [      ] No |   |
|--------|------------------------|--------|--------------------------------------|--------|

 

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**DISCLOSURE CONTROLS AND PROCEDURES**

** **

As of the end of the period coveredby this report, an evaluation was carried out under the supervision of and withthe participation of the Registrant's management, including the Chief ExecutiveOfficer and Chief Financial Officer, of the effectiveness of the design andoperation of the Registrant's disclosure controls and procedures (as defined inRule 13a-15(e) under the Securities Exchange Act of 1934).  Based on that evaluation, the Chief ExecutiveOfficer and Chief Financial Officer concluded that the design and operation ofthese disclosure controls and procedures were effective in ensuring thatinformation required to be disclosed by the Registrant in reports that it fileswith or submits to the Securities and Exchange Commission is recorded,processed, summarized and reported within the time periods required.

 

No changes were made in theRegistrant's internal control over financial reporting or in other factorsduring the period covered by this annual report on Form 40-F that havematerially affected or are reasonably likely to materially affect theRegistrant's internal control over financial reporting.

 

**MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING**

** **

Theinformation provided under the heading “Management’s Report on Internal Controlover Financial Reporting” contained in the Management’s Discussion andAnalysis, filed as exhibit 99.7 to this annual report on Form 40-F, isincorporated herein by reference.

 

**AUDIT COMMITTEE FINANCIAL EXPERT**

** **

The Registrant's Board of Directorshas determined that Messrs. J.H. England and D.A. Leslie and Ms. C.L. Williams,members of the Audit Committee, each qualify as an audit committee financialexpert (as defined in Form 40-F under the Securities Exchange Act of 1934) andare independent as defined by the New York Stock Exchange corporate governancerules applicable to foreign private issuers. The SEC has indicated that the designation of each ofMessrs. England and Leslie and Ms. Williams as an audit committee financialexpert does not make any one of them an "expert" for any purpose,impose any duties, obligations or liability on any one of them that are greaterthan those imposed on members of the audit committee and board of directors whodo not carry this designation or affect the duties, obligations or liability ofany other member of the audit committee.

 

**CODE OF ETHICS**

** **

The Registrant has adopted a code ofethics (the "Statement on Business Conduct") that applies to allemployees and officers, including its principal executive officer, principalfinancial officer and principal accounting officer.  The Statement on Business Conduct isavailable at the Registrant's Internet website, www.enbridge.com and isavailable in print to any shareholder upon written request to the CorporateSecretary of the Registrant.

** **

**PRINCIPAL ACCOUNTANT FEES AND SERVICES**

** **

PricewaterhouseCoopers LLP (or apredecessor firm, Price Waterhouse) ("PwC")have been the auditors of the Registrant since 1992.

 

The information provided under theheadings “Pre-Approval Policies and Procedures” and “External Auditor Services– Fees” contained in the Annual Information Form, filed as exhibit 99.5 to thisannual report on Form 40-F, is incorporated herein by reference.

 

**OFF-BALANCE SHEET ARRANGEMENTS**

** **

The Registrant has no off-balancesheet arrangements as defined by Form 40-F under the Securities Act of 1934.

 

 

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**TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS**

** **

The information provided in the Management’sDiscussion and Analysis under the heading “Contingencies on Commitments –Contractual Obligations”, filed as exhibit 99.7 to this annual report on Form40-F, is incorporated herein by reference.

 

**IDENTIFICATION OF THE AUDIT COMMITTEE**

** **

The Registrant is required byCanadian law to have an audit committee. The Chair of the Audit, Finance & Risk Committee is D.A. Leslie andthe other members at year-end were J.H. England, G.K.Petty, C.E. Shultz andC.L. Williams.

 

**FORWARD-LOOKING STATEMENTS**

** **

A number of statements in thedocuments incorporated by reference in this Form 40-F constitute"forward-looking statements" within the meaning of the U.S. PrivateSecurities Litigation Reform Act of 1995. Please refer to the last paragraph under the heading “Forward-LookingInformation” in the Annual Information Form of Enbridge Inc. for the year endedDecember 31, 2009, dated February 18, 2010, incorporated herein andforming an integral part of this document, for a discussion of risks,uncertainties and assumptions that could cause actual results to vary fromthose forward-looking statements.

 

**UNDERTAKING**

** **

The Registrant undertakes to makeavailable, in person or by telephone, representatives to respond to inquiriesmade by the Commission staff, and to furnish promptly, when requested to do soby the Commission staff, information relating to the securities in relation towhich the obligation to file an annual report on Form 40-F arises ortransactions in said securities.

 

**SIGNATURES**

** **

Pursuant to the requirements of theExchange Act, the Registrant certifies that it meets all of the requirementsfor filing on Form 40-F and has duly caused this Annual Report to be signed onits behalf by the undersigned, thereunto duly authorized.

 
| ** ** | ** **         | **ENBRIDGE  INC.** |
|------------|--------------------|--------------------|
|       |               |               |
|       |               |               |   |
| Date:      | February  18, 2010 | By:                | “signed” |
|       |               |               | Alison T. Love |
|       |               |               | Vice President & Corporate Secretary |

** **

 

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**EXHIBIT INDEX**

** **
| 99.1   | Certificate of the Chief Executive  Officer under Section 302 of the *Sarbanes-Oxley  Act of 2002*.                                                         |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                        |
| 99.2   | Certificate of the Chief Financial  Officer under Section 302 of the *Sarbanes-Oxley  Act of 2002*.                                                         |
|   |                                                                                                                                                        |
| 99.3   | Certificate of the Chief Executive  Officer under Section 906 of the *Sarbanes-Oxley  Act of 2002*.                                                         |
|   |                                                                                                                                                        |
| 99.4   | Certificate of the Chief Financial  Officer under Section 906 of the *Sarbanes-Oxley  Act of 2002*.                                                         |
|   |                                                                                                                                                        |
| 99.5   | Annual Information Form of the  Registrant dated February 18, 2010.                                                                                         |
|   |                                                                                                                                                        |
| 99.6   | Audited financial statements of  the Registrant and notes thereto for the fiscal years ended December 31,  2008 and 2009 and Auditor's Report thereon. |
|   |                                                                                                                                                        |
| 99.7   | Management's Discussion and  Analysis of the Registrant for the year ended December 31, 2009 dated  February 18, 2010.                                 |
|   |                                                                                                                                                        |
| 99.8   | Consent of  PricewaterhouseCoopers LLP, independent auditors of the Registrant.                                                                             |

 

 

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