8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 21, 2011

ENBRIDGE ENERGY PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

DELAWARE	1-10934	39-1715850
(State or Other Jurisdiction)	(Commission File No.)	(I.R.S. Employer Identification No.)

1100 LOUISIANA, SUITE 3300, HOUSTON, TEXAS 77002

(Address of Principal Executive Offices) (Zip Code)

(713) 821-2000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

On April 21, 2011, the General Partner of Enbridge Energy Partners, L.P. (the “Partnership”) amended the Fourth Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) to modify certain definitions related to target distribution amounts and minimum distribution amounts in connection with the previously announced split of the Partnership’s units effected by a distribution on April 21, 2011 of one common unit for each common unit outstanding and one i-unit for each i-unit outstanding to unit holders of record on April 7, 2011. The foregoing is qualified in its entirety by reference to the amendment which is included as Exhibit 3.1 to this Current Report.

Item 8.01 Other Events

On April 25, 2011, the Partnership issued a press release announcing the completion on April 21, 2011 of the two-for-one split of the Partnership’s common units and i-units. The two-for-one split was effected by a distribution of one unit for each unit outstanding and held by holders of record on April 7, 2011. The Class A common units will trade on a post-split basis on the New York Stock Exchange beginning at the opening of trading on April 25, 2011. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Reference is made to the “Index of Exhibits” following the signature page, which is hereby incorporated into this Item.

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 PARTNERS, L.P.
	(Registrant)
	By:	Enbridge Energy Management, L.L.C.,
		as delegate of Enbridge Energy Company, Inc., its General Partner
Date: April 25, 2011	By:	/s/ Bruce A. Stevenson
		Bruce A. Stevenson
		Corporate Secretary
		(Duly Authorized Officer)

Index of Exhibits

Exhibit No.	Description
3.1	Amendment No. 3 to the Fourth Amended and Restated Agreement of Limited Partnership of Enbridge Energy Partners, L.P.
99.1	Press release of Enbridge Energy Partners, L.P. dated April 25, 2011 announcing completion of unit split.

EX-3.1

Exhibit 3.1

AMENDMENT NO. 3

TO

FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

OF

ENBRIDGE ENERGY PARTNERS, L.P.

This Amendment No. 3 (this “Amendment No. 3”) to the Fourth Amended and Restated Agreement of Limited Partnership (as amended, the “Partnership Agreement”) of Enbridge Energy Partners, L.P. (the “Partnership”) is hereby adopted by Enbridge Energy Company, Inc., a Delaware corporation (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

RECITALS

WHEREAS, Section 4.11 of the Partnership Agreement provides that the Partnership may effect a subdivision of Partnership Securities and to issue Certificates to Record Holders for Units to be held by such Record Holder following such subdivision, and

WHEREAS, the General Partner, on behalf of the Partnership, has heretofore authorized a two-for-one split for each class of Partnership Securities (the “Unit Split”), and in accordance with Section 4.11(b) of the Partnership Agreement, has set April 7, 2011 as the Record Date for the Unit Split and has provided notice to the Partnership’s Record Holders and to the New York Stock Exchange of the Unit Split and of the distribution of the additional Partnership Securities on April 21, 2011; and

WHEREAS, in accordance with Section 4.11(c) of the Partnership Agreement, the Partnership will cause Certificates to be issued to the Record Holders of Units on April 21, 2011, representing the new number of Units held by such Record Holders as a result of the Unit Split; and

WHEREAS, Section 5.9(a) of the Partnership Agreement provides that the Minimum Quarterly Distribution, First Target Distribution and Second Target Distribution shall be proportionately adjusted in the event of any subdivision of Units; and

WHEREAS, the General Partner, on behalf of the Partnership, has determined in its discretion, that the amendments to the Partnership Agreement to be adopted pursuant to this Amendment No. 3 are necessary and advisable in connection with the Unit Split; and

WHEREAS, acting pursuant to the power and authority granted to it under Section 15.1 of the Partnership Agreement, the General Partner has determined that the following amendment to the Partnership Agreement does not require the approval of any Limited Partner.

NOW THEREFORE, the General Partner does hereby amend the Partnership Agreement as follows:

Section 1. Amendment.

(a) Article II is hereby amended by deleting the definition of “Initial Unit Price” contained therein and inserting in lieu thereof the following definition:

(i) “Initial Unit Price” means $10.75.

(b) Section 5.8 is hereby amended as follows:

(i) The reference in Section 5.8(h) is hereby amended to change “$0.70” to “$0.35”;

(ii) The reference in Section 5.8(j) is hereby amended to change “$0.59” to $0.295”;

(ii) The reference in Section 5.8(o) is hereby amended to change “$0.99” to $0.495”.

Section 2. General Authority. The appropriate officers of the General Partner are hereby authorized to make such further clarifying and conforming changes to the Partnership Agreement as they deem necessary or appropriate, and to interpret the Partnership Agreement, to give effect to the intent and purpose of this Amendment No. 3.

Section 3. Ratification of Partnership Agreement. Except as expressly modified and amended herein, all of the terms and conditions of the Partnership Agreement shall remain in full force and effect.

Section 4. Governing Law. This Amendment No. 3 will be governed by and construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the General Partner has executed this Amendment No. 3 as of April 21, 2011.

GENERAL PARTNER:
ENBRIDGE ENERGY COMPANY, INC.
By:	/s/ Mark A. Maki
Name: Mark A. Maki
Title: Senior Vice President

2

EX-99.1

Exhibit 99.1

news release

Enbridge Energy Partners and Enbridge Energy Management complete Two-for-One Split

HOUSTON, April 25, 2011 – Enbridge Energy Partners, L.P. (NYSE: EEP) (“Enbridge Partners” or “the Partnership”) today announced that it has completed the two-for-one split of the Partnership’s Common Units and I-Units. Enbridge Energy Management, L.L.C. (NYSE: EEQ) also announced the completion of the two-for-one split of its Listed Shares and Voting Shares.

“We are pleased to announce the completion of the first two-for-one split for our Partnership’s units,” said Mark Maki, President of the Partnership’s management company. “The split will enhance the liquidity for our unit holders and make the Partnership’s units more accessible to investors. We are confident in our prospects for continued growth and continue to work on several business development initiatives in order to grow our business in a sustainable way in the long term.”

The two-for-one split was effected by a distribution of one unit for each unit outstanding and held by holders of record on April 7, 2011. The units will trade on a post-split basis on the New York Stock Exchange beginning at the opening of trading on April 25, 2011. Enbridge Energy Management distributed one Listed Share for each Listed Share and one Voting Share for each Voting Share outstanding.

PARTNERSHIP INFORMATION

Enbridge Energy Partners, L.P. owns and operates a diversified portfolio of crude oil and natural gas transportation systems in the United States. Its principal crude oil system is the largest transporter of growing oil production from western Canada. The system’s deliveries to refining centers and connected carriers in the United States account for approximately 13 percent of total U.S. oil imports; while deliveries to Ontario, Canada satisfy approximately 70 percent of refinery demand in that region. The Partnership’s natural gas gathering, treating, processing and transmission assets, which are principally located onshore in the active U.S. Mid-Continent and Gulf Coast area, deliver approximately 2.5 billion cubic feet of natural gas daily.

Enbridge Energy Management, L.L.C. (NYSE: EEQ) manages the business and affairs of the Partnership and its sole asset is an approximate 14 percent interest in the Partnership. Enbridge Energy Company, Inc., an indirect wholly owned subsidiary of Enbridge Inc. of Calgary, Alberta, (NYSE: ENB) (TSX: ENB) is the general partner and holds an approximate 25 percent interest in the Partnership.

LEGAL NOTICE

This news release includes forward-looking statements and projections, which are statements that do not relate strictly to historical or current facts. These statements frequently use the following words, variations thereon or comparable terminology: “anticipate,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “position,” “projection,” “strategy” or “will.” Forward-looking statements involve risks, uncertainties and assumptions and are not guarantees of performance. Future actions, conditions or events and future results of operations may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results are beyond Enbridge Partners’ ability to control or predict. Specific factors that could cause actual results to differ from those in the forward-looking statements include: (1) changes in the demand for or the supply of, forecast

data for, and price trends related to crude oil, liquid petroleum, natural gas and NGLs, including the rate of development of the Alberta Oil Sands; (2) Enbridge Partners’ ability to successfully complete and finance expansion projects; (3) the effects of competition, in particular, by other pipeline systems; (4) shut-downs or cutbacks at facilities of Enbridge Partners or refineries, petrochemical plants, utilities or other businesses for which Enbridge Partners transports products or to whom Enbridge Partners sells products; (5) hazards and operating risks that may not be covered fully by insurance; (6) changes in or challenges to Enbridge Partners’ tariff rates; (7) changes in laws or regulations to which Enbridge Partners is subject, including compliance with environmental and operational safety regulations that may increase costs of system integrity testing and maintenance.

Reference should also be made to Enbridge Partners’ filings with the U.S. Securities and Exchange Commission; including its Annual Report on Form 10-K for the most recently completed fiscal year and its subsequently filed Quarterly Reports on Form 10-Q, for additional factors that may affect results. These filings are available to the public over the Internet at the SEC’s web site (www.sec.gov) and at the Partnership’s web site.

Investor Relations Contact:	Media Contact:
Douglas Montgomery	Larry Springer
Toll-free: (866) EEP INFO or (866) 337-4636	Telephone: (713) 821-2253
E-mail: eep@enbridge.com	E-mail: usmedia@enbridge.com

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