Securities Law & Instruments

Headnote

MutualReliance Review System for Exemptive Relief Applications - corporationdeemed to have ceased to be a reporting issuer as all of its issuedand outstanding securities are held, either directly or indirectly,by another issuer.

ApplicableOntario Statutory Provisions

SecuritiesAct, R.S.O. 1990, c.S.5., as amended, s. 83

INTHE MATTER OF

THESECURITIES LEGISLATION

OFALBERTA, SASKATCHEWAN,

ONTARIOAND QUÉBEC

AND

INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM

FOREXEMPTIVE RELIEF APPLICATIONS

AND

INTHE MATTER OF ENBRIDGE PIPELINES (NW) INC.

MRRSDECISION DOCUMENT

1.WHEREAS the local securities regulatory authorityor regulator (the "Decision Maker") in Alberta, Saskatchewan,Ontario and Québec (the "Jurisdictions") has receivedan application from Enbridge Pipelines (NW) Inc. ("Enbridge")for a decision under the securities legislation of the Jurisdictions(the "Legislation") that Enbridge be deemed to have ceased tobe a reporting issuer under the Legislation;

2.AND WHEREAS under the Mutual Reliance ReviewSystem for Exemptive Relief Applications (the "System") theAlberta Securities Commission is the principal regulator forthis application;


3.AND WHEREAS Enbridge has represented to theDecision Makers that:


3.1 Interprovincial Pipe Line (NW) Ltd. was incorporated underthe Canada Business Corporations Act (the "CBCA") onMarch 3, 1980;


3.2 Interprovincial Pipe Line (NW) Ltd. changed its name toEnbridge on October 13, 1998;


3.3 Enbridge's head office is located in Calgary, Alberta;


3.4 Enbridge is a reporting issuer in the Jurisdictions andbecame a reporting issuer in the Jurisdictions on or about March7, 1984 as a result of obtaining receipts for a final prospectus(the "Prospectus");


3.5 Enbridge is not in default of any of the requirements ofthe Legislation;


3.6 under the Prospectus and prospectuses dated October 24,1994 and September 19, 1985, Enbridge completed public offeringsof Series A, Series B, and Series C debentures (collectively,the "Debentures"), respectively;


3.7 all of the Debentures have been redeemed or have matured;

3.8 the authorized capital of Enbridge consists of an unlimitednumber of common shares (the "Common Shares") and an unlimitednumber of preferred shares, issuable in series of which, asof September 30, 2001, there were 385,735 Common Shares outstanding;


3.9 all of the outstanding Common Shares are held by EnbridgeInc., a corporation incorporated under the CBCA with its headoffice located in Calgary, Alberta;


3.10 no securities of Enbridge are, or have ever been, listedor quoted on any exchange or market;


3.11 other than the outstanding Common Shares, there are nosecurities of Enbridge, including debt securities, outstanding;


3.12 Enbridge does not intend to seek public financing by wayof an offering of its securities;

4.AND WHEREAS under the System, this MRRS DecisionDocument evidences the decision of each Decision Maker (collectively,the "Decision");


5.AND WHEREAS each of the Decision Makers issatisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decisionhas been met;


6.THE DECISION of the Decision Makers under theLegislation is that Enbridge is deemed to have ceased to bea reporting issuer under the Legislation.

November15, 2001.

"PatriciaM. Johnston"