Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  ENBRIDGE ENERGY PARTNERS LP
2. Date of Event Requiring Statement (Month/Day/Year)
11/06/2013
3. Issuer Name and Ticker or Trading Symbol
Midcoast Energy Partners, L.P. [MEP]
(Last)
(First)
(Middle)
1100 LOUISIANA ST, SUITE 3300
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

HOUSTON, TX 77002-5217
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Units representing limited partner interests 0 (3) (4)
I (1) (2) (3)
See footnotes (1) (2) (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Subordinated Units (Limited Partner Interests)   (5)   (5) Class B Common Units representing limited partner (3) (4) (5) (3) (4) $ 0 (5) I (1) (2) See footnotes (1) (2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ENBRIDGE ENERGY PARTNERS LP
1100 LOUISIANA ST
SUITE 3300
HOUSTON, TX 77002-5217
  X   X    
ENBRIDGE ENERGY CO INC
1100 LOUISIANA STREET, SUITE 3300
HOUSTON, TX 77002
  X   X    
ENBRIDGE ENERGY MANAGEMENT L L C
1100 LOUISIANA STREET, SUITE 3300
HOUSTON, TX 77002-5217
  X   X    
Midcoast Holdings, L.L.C.
1100 LOUISIANA STREET
SUITE 3300
HOUSTON, TX 77002
  X   X    

Signatures

Chris Kaitson, Vice President-Law, of the Delegee of the General Partner of Enbridge Energy Partners, L.P. 11/06/2013
**Signature of Reporting Person Date

Chris Kaitson, Vice President - Law, Enbridge Energy Management, L.L.C. 11/06/2013
**Signature of Reporting Person Date

Chris Kaitson, Vice President - Law, Enbridge Energy Company, Inc. 11/06/2013
**Signature of Reporting Person Date

E. Chris Kaitson, Vice President-Law, Midcoast Holdings, L.L.C. 11/06/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This Form 3 is filed jointly by Enbridge Energy Partners, L.P. ("EEP"), Midcoast Holdings, L.L.C., the Issuer's general partner (the "General Partner"), Enbridge Energy Company, Inc., the general partner of EEP ("EEP's GP"), and Enbridge Energy Management, L.L.C. ("Enbridge Management") in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No.333-189341) (the "Registration Statement"). EEP directly owns all of the membership interests in the General Partner and is deemed to indirectly beneficially own the securities held by the General Partner, but disclaims beneficial ownership except to the extent of its pecuniary interests therein. (continued under Footnote 2)
(2) (continued from Footnote 1) Through a delegation of control agreement, EEP's GP has delegated to Enbridge Management the authority to manage and control EEP's business and affairs, and as a result EEP's GP and Enbridge Management are deemed to indirectly beneficially own the securities held by EEP, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein.
(3) As of the effectiveness of the Registration Statement, EEP directly owns a 98% limited partner interest in the Issuer and the General Partner owns a 2% general partner interest in the Issuer.
(4) As described in the Registration Statement, in connection with the formation transactions of the Issuer as of the closing of the initial public offering of the Issuer, EEP will hold: (i) 4,110,056 Class A common units in the Issuer, representing a 9% limited partner interest, and (ii) 22,610,056 subordinated units, representing a 49% limited partner interest in the Issuer, for a combined 58% limited partner interest in the Issuer (or 1,335,056 common units and 22,610,056 subordinated units, representing a combined 52% limited partner interest in the Issuer, if the underwriters exercise their option to purchase additional common units in full), and all of incentive distribution rights of the Issuer, and the General Partner will directly hold 922,859 general partner units, representing its 2% general partner interest in the Issuer.
(5) Each subordinated unit will convert into one Class B common unit at the end of the subordination period, and each Class B common unit is convertible on a one for one basis into one Class A common unit at the election of the holder, each as more fully described in the Registration Statement.

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