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): May 2, 2005

ENBRIDGE ENERGY PARTNERS, L.P.

(Exact name of registrant as specified in charter)

Registrant’s telephone number, including area code:  (713) 821-2000

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:

ITEM 1.01.       ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On April 21, 2005, Enbridge Energy Partners, L.P. (the “Partnership”) entered into dealer agreements (the “Dealer Agreements”) with each of Banc of America Securities LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated and Merrill Lynch Money Markets Inc. (collectively, the “Dealers”) and an Issuing and Paying Agency Agreement (the “Agency Agreement”) with Deutsche Bank Trust Company Americas relating to a $600,000,000 commercial paper program (the “CP Program”).  Proceeds from issuances under the CP Program are anticipated to be used to repay any borrowings under the Amended and Restated Credit Agreement, dated January 24, 2003 among the Partnership and the agents and lenders named therein, as amended by the First Amendment, dated January 12, 2004, and the Second Amendment, dated April 26, 2004, and for general partnership purposes.

The Dealer Agreements provide the terms under which the Dealers will either purchase from the Partnership or arrange for the sale by the Partnership of unsecured commercial paper notes (the “Notes”), pursuant to an exemption from federal and state securities laws.  The Dealer Agreements contain customary representations, warranties, covenants and indemnification provisions.  The maturities of the Notes may vary, but may not exceed 397 days from the date of issue, and the principal amount of outstanding Notes may not, at any one time, exceed $600,000,000.  The Agency Agreement provides for the issuance and payment of the Notes and contains customary representations, warranties, covenants and indemnification provisions.

The foregoing is a summary of the Dealer Agreements and the Agency Agreement and is qualified in its entirety by the Dealer Agreements and the Agency Agreement which are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, and are incorporated by reference herein.

ITEM 2.03.                      CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION AND OFF-BALANCE SHEET ARRANGEMENT

See Item 1.01.

ITEM 9.01.       FINANCIAL STATEMENTS AND EXHIBITS.

(c)                    Exhibits.

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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 hereunto duly authorized.

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INDEX TO EXHIBITS

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