Item 3.02-Unregistered Sale of Equity Securities.

On October 14, 2009, Enbridge Energy Partners, L.P. (the "Partnership") effected the conversion of all of its outstanding Class C units into Class A common units in accordance with the terms of the Partnership's Fourth Amended and Restated Agreement of Limited Partnership, as amended (the "Partnership Agreement"). The conversion became effective upon the determination by Enbridge Energy Company, Inc., the general partner of the Partnership (the "General Partner"), that the converted Class C units would have, as a substantive matter, like intrinsic economic and federal income tax characteristics, in all material respects, to the intrinsic economic and federal income tax characteristics of the Partnership's outstanding Class A common units. The General Partner made this determination after adjustments were made to the capital accounts of the limited partners of the Partnership in connection with the private placement of Class A common units described below.

The Class C units converted on a one-for-one basis, resulting in the issuance of 21,333,273 Class A common units and a cash payment of $123.21 for the 2.608092 remaining fractional units. The Class A common units were issued pursuant to the terms of the Partnership Agreement without any investment decision required of the holders and thus did not constitute a "sale" within the meaning of the Securities Act of 1933 (the "Securities Act"). In addition, because the Class A common units were issued in exchange for an existing security of the Partnership and no commission or other remuneration was paid or given directly or indirectly for soliciting the conversion, the Class A common units are securities included in the exemption from registration provided by Section 3(a)(9) of the Securities Act.

In order to facilitate the conversion of the Class C units described above, on October 14, 2009, the Partnership issued and sold 21,245 Class A common units to the General Partner in a private placement under Section 4(2) of the Securities Act for an aggregate purchase price of approximately $1 million, or $47.07 per unit, the closing price of the Class A common units on the New York Stock Exchange on October 13, 2009.

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