As filed with the Securities and Exchange Commission on October 29, 1997
Registration No. 333-30657
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________
NORTHERN BORDER PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 93-1120873
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
_________________
1400 Smith Street, Houston, Texas 77002
Telephone No. (713) 853-6161
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
_________________
A. H. Davis
NBP Services Corporation
1400 Smith Street
Houston, Texas 77002
(713) 853-6941
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_________________
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
Registration Statement as determined in light of market
conditions and other factors.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, please check the following box. [X]
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
_________________
<PAGE>
Item 16. Exhibits.
*3 - Form of Amended and Restated Agreement
of Limited Partnership of Northern Border
Partners, L.P. (Exhibit 3.1 to the Partnership's
Form S-1 Registration Statement, Registration No.
33-66158 ("Form S-1")).
+5 - Opinion of Vinson & Elkins, LLP, as to the
validity of the Common Units.
+8 - Tax Opinion of Vinson & Elkins, LLP.
*10(a) - Form of Amended and Restated Agreement of
Limited Partnership of Northern Border
Intermediate Limited Partnership (Exhibit 10.1 to
Form S-1).
*10(b) - Northern Border Pipeline Company General
Partnership Agreement between Northern Plains
Natural Gas Company, Northwest Border Pipeline
Company, Pan Border Gas Company, TransCanada
Border PipeLine Ltd. and TransCan Northern Ltd.,
effective March 9, 1978, as amended (Exhibit 10.2
to Form S-1).
**23(a) - Updated Consent of Arthur Andersen LLP.
23(b) - The consents of Vinson & Elkins, LLP,
are contained in its opinions filed as Exhibits 5
and 8 hereto.
_______________
* Incorporated by reference as indicated.
** Filed with this amendment.
+ Previously filed.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Registration Statement or amendment
to be signed on its behalf by the undersigned, thereunto duly
authorized, on this 29th day of October, 1997.
NORTHERN BORDER PARTNERS, L.P.
(A Delaware Limited Partnership)
By: LARRY L. DEROIN
Larry L. DeRoin
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement or amendment has been signed by the
following persons in the capacities indicated and on the 29th day
of October, 1997.
Signature Title
LARRY L. DEROIN Chief Executive Officer
Larry L. DeRoin and Chairman of the Partnership Policy
Committee
(Principal Executive Officer)
GEORGE L. MAZANEC Member of Partnership
George L. Mazanec Policy Committee
BRIAN E. O'NEILL Member of Partnership
Brian E. O'Neill Policy Committee
JERRY L. PETERS Chief Financial and
Jerry L. Peters Accounting Officer
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
*3 - Form of Amended and Restated Agreement
of Limited Partnership of Northern Border
Partners, L.P. (Exhibit 3.1 to the Partnership's
Form S-1 Registration Statement, Registration No.
33-66158 ("Form S-1")).
+5 - Opinion of Vinson & Elkins, LLP, as to the
validity of the Common Units.
+8 - Tax Opinion of Vinson & Elkins, LLP.
*10(a) - Form of Amended and Restated Agreement of
Limited Partnership of Northern Border
Intermediate Limited Partnership (Exhibit 10.1 to
Form S-1).
*10(b) - Northern Border Pipeline Company General
Partnership Agreement between Northern Plains
Natural Gas Company, Northwest Border Pipeline
Company, Pan Border Gas Company, TransCanada
Border PipeLine Ltd. and TransCan Northern Ltd.,
effective March 9, 1978, as amended (Exhibit 10.2
to Form S-1).
**23(a) - Updated Consent of Arthur Andersen LLP.
23(b) - The consent of Vinson & Elkins, LLP, is
contained in its form of opinion filed as Exhibit
5 hereto.
* Incorporated by reference.
** Filed with this amendment.
+ Previously filed.
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our
report dated January 22, 1997, included in Northern Border Partners,
L.P.'s Annual Report on Form 10-K for the year ended December 31, 1996,
and to all references to our Firm included in this Registration
Statement.
ARTHUR ANDERSEN LLP
Omaha, Nebraska
October 29, 1997
