Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 CO INC
  2. Issuer Name and Ticker or Trading Symbol
ENBRIDGE ENERGY PARTNERS LP [EEP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
1100 LOUISIANA, SUITE 3300, 
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2014
(Street)

HOUSTON, TX 77002
4. If Amendment, Date Original Filed(Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class D Units (Limited Partner Interests) (1) 07/01/2014   A   66,100,000     (1)   (1) Class A Common Units (Limited Partner Interests) 66,100,000 $ 31.55 (2) 66,100,000 D  
Class E Units (Limited Partner Interests) (3) 01/02/2015   A   18,114,975     (3)   (3) Class A Common Units (Limited Partner Interests) 18,114,975 $ 38.31 (4) 18,114,975 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ENBRIDGE ENERGY CO INC
1100 LOUISIANA, SUITE 3300
HOUSTON, TX 77002
  X   X    
ENBRIDGE INC
3000, 425-FIRST STREET S.W.
CANADA, 4032313900
CALGARY, A0 T2P 3L8
  X   X    

Signatures

 /s/ Bruce A. Stevenson, Corporate Secretary of Enbridge Energy Company, Inc.   01/06/2015
**Signature of Reporting Person Date

 /s/ John K. Whelen, Executive Vice President & Chief Financial Officer of Enbridge Inc.   01/06/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Each Class D Unit is convertible at the sole election of the holder thereof into a Class A Common Unit of the Issuer on a one-for-one basis at any time after July 1, 2019. The Class D Units do not have an expiration date; however, they may be redeemed in whole or in part by Enbridge Energy Partners, L.P. ("EEP") after the 30 year anniversary of issuance at EEP's option for either a cash amount equal to the notional value per unit or newly issued Class A common units of EEP with an aggregate market value at redemption equal to 105% of the aggregate notional value of the Class D Units being redeemed.
(2) The price of derivative security for the Class D Units represents the notional value of the Class D Units at June 18, 2014 of $31.35 per unit, which was the closing price of the Class A common units of EEP on June 17, 2014
(3) Each Class E Unit is convertible at the sole election of the holder thereof into a Class A Common Unit of the Issuer on a one-for-one basis at any time after January 2, 2015. The Class E Units do not have an expiration date; however, they may be redeemed in whole or in part by EEP after the 30 year anniversary of issuance at EEP's option for either a cash amount equal to the notional value per unit or newly issued Class A common units of EEP with an aggregate market value at redemption equal to 105% of the aggregate notional value of the Class D Units being redeemed.
(4) The price of derivative security for the Class E Units represents the notional value of the Class E Units at December 23, 2014 of $38.31 per unit, which was determined based on the trailing five-day volume-weighted average price of the Class A common units of EEP.
 
Remarks:
Enbridge Energy Company, Inc. ("EECI") is indirectly owned by Enbridge Inc. ("Enbridge").  As a result, Enbridge may be deemed to indirectly beneficially own the securities of the Issuer held by EECI and reported herein, but disclaims beneficial ownership except to the extent of its respective pecuniary interests therein.

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