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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

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)

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

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

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:

•: the Partnership's dependence upon adequate supplies of and demand for crude oil and natural gas liquids ("NGLs") transported on its pipeline including western Canadian crude oil,
•: changes in the Partnership's tariff rates or challenges to its tariff rates could have a material adverse effect on the Partnership's financial condition and results of operations,
•: competition in particular by other pipeline systems, may reduce the Partnership's revenues,
•: the price of crude oil and NGLs transported and the willingness of shippers to ship these products,
•: declines in the availability of crude oil and NGLs from the producing regions that supply the Partnership's pipeline system may reduce utilization of capacity on its system,
•: compliance with environmental and operational safety regulations, including any remediation of soil or water pollution or hydrostatic testing of its pipeline systems, may increase the Partnership's costs and reduce its revenues,
•: failure of pipeline operations due to unforeseen interruptions or catastrophic events may adversely affect the Partnership's business and financial condition,
•: oil measurement losses on the Lakehead System can be materially impacted by changes in estimation, commodity price differentials and other factors, and
•: permanent or temporary closure of Partnership or customer facilities as a result of expected or unexpected events.

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.

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,
		2002			2001			2002			2001
		(unaudited; dollars in millions)
Operating revenue		$	79.0		$	73.0		$	236.0		$	225.0
Expenses
	Power		13.0			11.9			38.5			36.3
	Operating and administrative		26.9			26.4			71.8			72.8
	Depreciation		15.6			15.4			46.8			46.3

			55.5			53.7			157.1			155.4

Operating income			23.5			19.3			78.9			69.6
Interest and other income			0.4			0.7			1.5			2.2
Interest expense			(12.6	)		(14.1	)		(38.8	)		(44.1	)

Net income		$	11.3		$	5.9		$	41.6		$	27.7

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

ENBRIDGE ENERGY, LIMITED PARTNERSHIP

STATEMENT OF CASH FLOWS

				Nine months ended September 30,
				2002			2001
				(unaudited, dollars in millions)
Cash provided from operating activities
	Net income			$	41.6		$	27.7
	Adjustments to reconcile net income to cash provided from operating activities:
		Depreciation			46.8			46.3
		Other			0.8			(0.3	)
		Changes in operating assets and liabilities:
			Accounts receivable and other		(0.9	)		4.1
			Oil shortage balance		(5.3	)		6.2
			Materials and supplies		(0.2	)		(0.1	)
			General Partner and affiliates		(34.7	)		9.0
			Accounts payable and other		16.8			6.5
			Interest payable		11.7			12.5
			Property and other taxes		(3.8	)		(2.4	)

					72.8			109.5

Investing activities
	Repayments from affiliate				0.2			3.0
	Additions to property, plant and equipment				(171.5	)		(12.4	)
	Changes in construction payable				—			(4.1	)

					(171.3	)		(13.5	)

Financing activities
	Partners' contributions, net				18.4			80.7
	Loan from Enbridge Energy Partners, L.P.				—			(0.2	)
	Distributions to partners				(85.5	)		(85.4	)
	Revolving Credit Facility Agreement				(137.0	)		(80.0	)
	364 Day Agreement				140.0			—
	Credit Agreement				160.0			—
	Other				—			(0.3	)

					95.9			(85.2	)

Increase (decrease) in cash and cash equivalents					(2.6	)		10.8
Cash and cash equivalents at beginning of period					33.6			37.2

Cash and cash equivalents at end of period				$	31.0		$	48.0

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

ENBRIDGE ENERGY, LIMITED PARTNERSHIP
STATEMENT OF FINANCIAL POSITION

		September 30, 2002		December 31, 2001
		(Unaudited)		(Audited)
ASSETS
Current assets
	Cash and cash equivalents	$	31.0	$	33.6
	Due from General Partners and affiliates		35.2		0.5
	Accounts receivable and other		27.2		26.3
	Advances to affiliate		2.7		2.9
	Materials and supplies		7.9		7.7

			104.0		71.0
Property, plant and equipment, net			1,378.6		1,253.9
Deferred charges and other			7.6		8.3

		$	1,490.2	$	1,333.2

LIABILITIES AND PARTNERS' CAPITAL
Current liabilities
	Accounts payable and other	$	30.3	$	15.4
	Oil shortage balance		4.7		10.0
	Interest payable		18.5		6.8
	Property and other taxes payable		10.1		13.9
	Current maturities and short-term debt		171.0		31.0

			234.6		77.1
Long-term debt			738.4		715.4
Deferred credits			0.1		—

			973.1		792.5
Partners' capital			517.1		540.7

		$	1,490.2	$	1,333.2

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

ENBRIDGE ENERGY, LIMITED PARTNERSHIP

STATEMENT OF PARTNERS' CAPITAL

	General Partner			Limited Partner			Other Comprehensive Income (Loss)			Total Partners' Capital
	(unaudited; dollars in millions)
Partner's capital at December 31, 2001	$	3.3		$	539.3		$	(1.9	)	$	540.7
Partners' contributions, net		0.2			18.2			—			18.4
Distributions to partners		(0.8	)		(84.7	)		—			(85.5	)

Subtotal		(0.6	)		(66.5	)		—			(67.1	)
Net income allocation		0.5			41.1			—			41.6
Other comprehensive income:
Gain on derivative financial instruments		—			—			1.9			1.9

Comprehensive income		0.5			41.1			1.9			43.5

Partners' capital at September 30, 2002	$	3.2		$	513.9		$	—		$	517.1

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

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

("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.

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.

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.

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.

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

a): Exhibits

The document listed on the Exhibit Index following the signature pages hereto is filed with this periodic report on Form 10-Q, and the contents of such Exhibit Index are hereby incorporated herein by reference.

b): Reports on Form 8-K

None.

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:	Enbridge Pipelines (Lakehead) L.L.C.
		Its:	General Partner
		By:	Enbridge Energy Partners, L.P.
		Its:	Sole Member
		By:	Enbridge Energy Management, L.L.C. as delegate of Enbridge Energy Company, Inc., its general partner
		By:	/s/ JODY L. BALKO Jody L. Balko Chief Accountant (Duly Authorized Officer and Principal Accounting Officer)

Dated: November 14, 2002

CERTIFICATE OF PRINCIPAL EXECUTIVE OFFICER
Pursuant 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. TUTCHER

Dan C. Tutcher
President and Principal Executive Officer

Sarbanes-Oxley Section 302(a) Certification

I, Dan C. Tutcher, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Enbridge Energy, Limited Partnership;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have;

a): designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b): evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of theis quarterly report (the "Evaluation Date"); and
c): presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function);

a): all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b): any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.: The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated November 14, 2002

By:

/s/ DAN C. TUTCHER

Dan C. Tutcher
President and Principal Executive Officer

CERTIFICATE OF PRINCIPAL FINANCIAL OFFICER
Pursuant 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. MAKI

Mark A. Maki
Principal Financial Officer

Sarbanes-Oxley Section 302(a) Certification

I, Mark A. Maki, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Enbridge Energy Partners, Limited Partnership;

2.

3.

4.

a.: designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b.: evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c.: presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

a.: all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b.: any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.: The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated November 14, 2002

By:

/s/ MARK A. MAKI

Mark A. Maki
Principal Financial Officer

EXHIBIT INDEX