<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 2, 2001

                                                           REGISTRATION NO. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                         NORTHERN BORDER PARTNERS, L.P.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                75-1120873
    (State or other jurisdiction                      (I.R.S. Employer
   of incorporation or organization)                 Identification No.)

                                1400 Smith Street
                            Houston, Texas 77002-7361
                                 (713) 853-6161

   (Address, including zip code and telephone number, including area code, of
                   registrant's principal executive offices)

                                   ----------

                                 NORTHERN BORDER
                                PHANTOM UNIT PLAN
                            (Full title of the plan)

                                   ----------

                    PLEASE SEND COPIES OF COMMUNICATIONS TO:

            William R. Cordes                       Janet K. Place
         Chief Executive Officer          Vice President and General Counsel
     Northern Border Partners, L.P.       Northern Plains Natural Gas Company
         1111 South 103rd Street                1111 South 103rd Street
       Omaha, Nebraska 68124-1000             Omaha, Nebraska 68124-1000

                     (Name and address of agent for service)


                                 (713) 853-6161
          (Telephone number, including area code, of agent for service)



                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
=================================================================================================================================

                                                             Proposed maximum         Proposed maximum
   Title of each class of                                   offering price per       aggregate offering          Amount of
 securities to be registered   Amount to be registered          share(1)                  price(1)           registration fee
---------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                         <C>                    <C>                     <C>

        Common Units                   160,000                    $38.84                 $6,214,400              $1,553.60

=================================================================================================================================
</Table>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h) of the Securities Act of 1933. The price
for the 160,000 shares issuable under the Phantom Unit Plan was based on a price
of $38.84, the average of the high and low sale prices of the Common Units of
the Company reported on the New York Stock Exchange on October 31, 2001.

(2) This Form S-8 shall also constitute Post-Effective Amendment No. 2 to Form
S-8 filed on November 6, 1998 (File No. 333-66949).



<PAGE>

                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act"), by Northern Border Partners, L.P. (Exchange Act
Registration No. 1-12202), a Delaware limited partnership (the "Registrant"),
are incorporated herein by reference and made a part hereof:

         (a) Annual Report on Form 10-K for the fiscal year ended December 31,
         2000;

         (b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
         2001 and June 30, 2001;

         (c) Current Reports on Form 8-K dated August 1, 2001, and October 15,
         2001; and

         (d) The description of the Common Units contained in the Registration
         Statement on Form 8-A declared effective in September of 1993,
         including any amendment or report filed to update such description.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date of this
Registration Statement, prior to the filing of a post-effective amendment to
this Registration Statement indicating that all securities offered hereby have
been sold or deregistering all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.

         The consolidated financial statements and schedule included in the
Registrant's Annual Report on Form 10-K incorporated herein by reference have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Amended and Restated Agreement of Limited Partnership contains the
following provisions relating to indemnification of Officers, General Partners
and Partnership Policy Committee Members:

                              6.8 Indemnification.

         (a) To the fullest extent permitted by law but subject to the
limitations expressly provided in this Agreement, each General Partner, the
members of the Partnership Policy Committee, any Departing Partner, any Person
who is or was an officer or director of the Partnership, a General Partner or
any Departing Partner and all other Indemnitees shall be indemnified and held
harmless by the Partnership from and against any and all losses, claims,
damages, liabilities, joint or several, expenses (including, without limitation,
legal fees and expenses), judgments, fines, penalties, interest, settlements and
other amounts arising from any and all claims, demands, actions, suits or
proceedings, whether civil, criminal, administrative or investigative, in which
any Indemnitee may be involved, or is threatened to be involved, as a party or
otherwise, by reason of its status as (i) a General Partner, a member of the
Partnership Policy Committee, a Departing Partner or any of their Affiliates,
(ii) an officer, director, employee, partner, agent or trustee of the
Partnership,



<PAGE>

a General Partner, any Departing Partner or any of their Affiliates or (iii) a
Person serving at the request of the Partnership in another entity in a similar
capacity, provided, that in each case the Indemnitee acted in good faith and in
a manner which such Indemnitee believed to be in, or not opposed to, the best
interests of the Partnership and, with respect to any criminal proceeding, had
no reasonable cause to believe its conduct was unlawful; provided, further, no
indemnification pursuant to this Section 6.8 shall be available to the General
Partners with respect to their obligations incurred pursuant to the Indemnity
Agreement, the Underwriting Agreement or the Conveyance Agreement (other than
obligations incurred by the General Partners on behalf of the Partnership or the
Intermediate Partnership). The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere, or
its equivalent, shall not create a presumption that the Indemnitee acted in a
manner contrary to that specified above. Any indemnification pursuant to this
Section 6.8 shall be made only out of the assets of the Partnership, it being
agreed that the General Partners shall not be personally liable for such
indemnification and shall have no obligation to contribute or loan any monies or
property to the Partnership to enable it to effectuate such indemnification.

         (b) To the fullest extent permitted by law, expenses (including,
without limitation, legal fees and expenses) incurred by an Indemnitee who is
indemnified pursuant to Section 6.8(a) in defending any claim, demand, action,
suit or proceeding shall, from time to time, be advanced by the Partnership
prior to the final disposition of such claim, demand, action, suit or proceeding
upon receipt by the Partnership of an undertaking by or on behalf of the
Indemnitee to repay such amount if it shall be determined that the Indemnitee is
not entitled to be indemnified as authorized in this Section 6.8.

         (c) The indemnification provided by this Section 6.8 shall be in
addition to any other rights to which an Indemnitee may be entitled under any
agreement, pursuant to any vote of the holders of Outstanding Units, as a matter
of law or otherwise, both as to actions in the Indemnitee's capacity as (i) a
General Partner, a member of the Partnership Policy Committee, a Departing
Partner or an Affiliate thereof, (ii) an officer, director, employee, partner,
agent or trustee of the Partnership, a General Partner, any Departing Partner or
an Affiliate thereof or (iii) a Person serving at the request of the Partnership
in another entity in a similar capacity, and as to actions in any other capacity
(including, without limitation, any capacity under the Underwriting Agreement),
and shall continue as to an Indemnitee who has ceased to serve in such capacity
and shall inure to the benefit of the heirs, successors, assigns and
administrators of the Indemnitee.

         (d) The Partnership may purchase and maintain (or reimburse the General
Partners or their Affiliates for the cost of) insurance, on behalf of the
General Partners, the members of the Partnership Policy Committee and such other
Persons as the Partnership Policy Committee shall determine, against any
liability that may be asserted against or expense that may be incurred by such
Person in connection with the Partnership's activities, regardless of whether
the Partnership would have the power to indemnify such Person against such
liability under the provisions of this Agreement.

         (e) For purposes of this Section 6.8, the Partnership shall be deemed
to have requested an Indemnitee to serve as fiduciary of an employee benefit
plan whenever the performance by it of its duties to the Partnership also
imposes duties on, or otherwise involves services by, it to the plan or
participants or beneficiaries of the plan; excise taxes assessed on an
Indemnitee with respect to an employee benefit plan pursuant to applicable law
shall constitute "fines" within the meaning of Section 6.8(a); and action taken
or omitted by it with respect to an employee benefit plan in the performance of
its duties for a purpose reasonably believed by it to be in the interest of the
participants and beneficiaries of the plan shall be deemed to be for a purpose
which is in, or not opposed to, the best interests of the Partnership.

         (f) In no event may an Indemnitee subject the Limited Partners to
personal liability by reason of the indemnification provisions set forth in this
Agreement.

         (g) An Indemnitee shall not be denied indemnification in whole or in
part under this Section 6.8 because the Indemnitee had an interest in the
transaction with respect to which the indemnification applies if the transaction
was otherwise permitted by the terms of this Agreement.

         (h) The provisions of this Section 6.8 are for the benefit of the
Indemnitees, their heirs, successors, assigns and administrators and shall not
be deemed to create any rights for the benefit of any other Persons.

         (i) No amendment, modification or repeal of this Section 6.8 or any
provision hereof shall in any manner terminate, reduce or impair the right of
any past, present or future Indemnitee to be indemnified by the Partnership, nor
the obligation of the Partnership to indemnity any such Indemnitee under and in
accordance with the provisions of this Section 6.8 as in effect immediately
prior to such amendment, modification or repeal with respect to claims arising
from or relating to matters occurring, in whole or in part, prior to such
amendment, modification or repeal, regardless of when such claims may arise or
be asserted.


<PAGE>

         The preceding discussion of the Registrant's Amended and Restated
Agreement of Limited Partnership is not intended to be exhaustive and is
qualified by the Amended and Restated Agreement of Limited Partnership.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         4.1      Form of Amended and Restated Agreement of Limited Partnership
                  of Northern Border Partners, L.P. (Exhibit 3.1 No. 2 to the
                  Partnership's Form S-1 Registration Statement, Registration
                  No. 33-66158 ("Form S-1")).

         5.1      Opinion of Vinson & Elkins L.L.P.

         23.1     Consent of Arthur Andersen LLP.

         23.2     Consent of Vinson & Elkins L.L.P. (included in the opinion
                  filed as Exhibit 5.1 to this Registration statement).

         24.1     Powers of Attorney of Committee Members and Officers of
                  Northern Border Partners, L.P. (included in signature page to
                  this Registration Statement).

         99.1     Northern Border Phantom Unit Plan.

ITEM 9.  UNDERTAKINGS

         The Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

         (a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");

         (b) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement;

         (c) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4) That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate




<PAGE>

jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Omaha, State of Nebraska, on November 2, 2001.

                                   NORTHERN BORDER PARTNERS, L.P.
                                   (A Delaware Limited Partnership)


                                   By:    /s/ JERRY L. PETERS
                                      ------------------------------------------
                                   Name:  Jerry L. Peters
                                        ----------------------------------------
                                   Title: Chief Financial and Accounting Officer
                                         ---------------------------------------

POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William R. Cordes and Jerry L. Peters,
and each of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this registration statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agents or any of them, or their, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         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 and on the dates indicated.

<Table>
<Caption>
                    Signature                                                Title                                      Date
<S>                                                 <C>                                                           <C>

         /s/ William R. Cordes                      Chief Executive Officer and Chairman of the Partnership       November 2, 2001
--------------------------------------------                           Policy Committee
         William R. Cordes

         /s/ Stanley C. Horton                            Member of the Partnership Policy Committee              November 2, 2001
--------------------------------------------
         Stanley Horton

         /s/ Cuba Wadlington, Jr.                         Member of the Partnership Policy Committee              November 2, 2001
--------------------------------------------
         Cuba Wadlington, Jr.

         /s/ Jerry L. Peters                                Chief Financial and Accounting Officer                November 2, 2001
--------------------------------------------
         Jerry L. Peters
</Table>



<PAGE>


                               INDEX TO EXHIBITS

<Table>
<Caption>
EXHIBIT
NUMBER                   DESCRIPTION
-------                  -----------
<S>                      <C>

   4.1                   Form of Amended and Restated Agreement of Limited
                         Partnership of Northern Border Partners, L.P. (Exhibit
                         3.1 No. 2 to the Partnership's Form S-1 Registration
                         Statement, Registration No. 33-66158 ("Form S-1").

   5.1                   Opinion of Vinson & Elkins L.L.P.

   23.1                  Consent of Arthur Andersen LLP.

   23.2                  Consent of Vinson & Elkins L.L.P. (included in the
                         opinion filed as Exhibit 5.1 to this Registration
                         statement).

   24.1                  Powers of Attorney of Committee Members and Officers of
                         Northern Border Partners, L.P. (included in signature
                         page to this Registration Statement).

   99.1                  Northern Border Phantom Unit Plan.
</Table>
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{"company-data": {"conformed-name": "NORTHERN BORDER PARTNERS LP", "cik": "0000909281", "assigned-sic": "4922", "irs-number": "931120873", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72696", "film-number": "1773698"}, "business-address": {"street1": "1400 SMITH ST", "street2": "C/O ENRON BLDG", "city": "HOUSTON", "state": "TX", "zip": "77002", "phone": "7138536161"}, "mail-address": {"street1": "1400 SMITH ST", "street2": "ENRON BUILDING RM 4524", "city": "HOUSTON", "state": "TX", "zip": "77002"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 2, 2001

                                                           REGISTRATION NO. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                         NORTHERN BORDER PARTNERS, L.P.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                75-1120873
    (State or other jurisdiction                      (I.R.S. Employer
   of incorporation or organization)                 Identification No.)

                                1400 Smith Street
                            Houston, Texas 77002-7361
                                 (713) 853-6161

   (Address, including zip code and telephone number, including area code, of
                   registrant's principal executive offices)

                                   ----------

                                 NORTHERN BORDER
                                PHANTOM UNIT PLAN
                            (Full title of the plan)

                                   ----------

                    PLEASE SEND COPIES OF COMMUNICATIONS TO:

            William R. Cordes                       Janet K. Place
         Chief Executive Officer          Vice President and General Counsel
     Northern Border Partners, L.P.       Northern Plains Natural Gas Company
         1111 South 103rd Street                1111 South 103rd Street
       Omaha, Nebraska 68124-1000             Omaha, Nebraska 68124-1000

                     (Name and address of agent for service)

                                 (713) 853-6161
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
=================================================================================================================================

                                                             Proposed maximum         Proposed maximum
   Title of each class of                                   offering price per       aggregate offering          Amount of
 securities to be registered   Amount to be registered          share(1)                  price(1)           registration fee
---------------------------------------------------------------------------------------------------------------------------------
Common Units                   160,000                    $38.84                 $6,214,400              $1,553.60

=================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h) of the Securities Act of 1933. The price
for the 160,000 shares issuable under the Phantom Unit Plan was based on a price
of $38.84, the average of the high and low sale prices of the Common Units of
the Company reported on the New York Stock Exchange on October 31, 2001.

(2) This Form S-8 shall also constitute Post-Effective Amendment No. 2 to Form
S-8 filed on November 6, 1998 (File No. 333-66949).
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act"), by Northern Border Partners, L.P. (Exchange Act
Registration No. 1-12202), a Delaware limited partnership (the "Registrant"),
are incorporated herein by reference and made a part hereof:

         (a) Annual Report on Form 10-K for the fiscal year ended December 31,
         2000;

         (b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
         2001 and June 30, 2001;

         (c) Current Reports on Form 8-K dated August 1, 2001, and October 15,
         2001; and

         (d) The description of the Common Units contained in the Registration
         Statement on Form 8-A declared effective in September of 1993,
         including any amendment or report filed to update such description.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date of this
Registration Statement, prior to the filing of a post-effective amendment to
this Registration Statement indicating that all securities offered hereby have
been sold or deregistering all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.

         The consolidated financial statements and schedule included in the
Registrant's Annual Report on Form 10-K incorporated herein by reference have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Amended and Restated Agreement of Limited Partnership contains the
following provisions relating to indemnification of Officers, General Partners
and Partnership Policy Committee Members:

                              6.8 Indemnification.

         (a) To the fullest extent permitted by law but subject to the
limitations expressly provided in this Agreement, each General Partner, the
members of the Partnership Policy Committee, any Departing Partner, any Person
who is or was an officer or director of the Partnership, a General Partner or
any Departing Partner and all other Indemnitees shall be indemnified and held
harmless by the Partnership from and against any and all losses, claims,
damages, liabilities, joint or several, expenses (including, without limitation,
legal fees and expenses), judgments, fines, penalties, interest, settlements and
other amounts arising from any and all claims, demands, actions, suits or
proceedings, whether civil, criminal, administrative or investigative, in which
any Indemnitee may be involved, or is threatened to be involved, as a party or
otherwise, by reason of its status as (i) a General Partner, a member of the
Partnership Policy Committee, a Departing Partner or any of their Affiliates,
(ii) an officer, director, employee, partner, agent or trustee of the
Partnership,
a General Partner, any Departing Partner or any of their Affiliates or (iii) a
Person serving at the request of the Partnership in another entity in a similar
capacity, provided, that in each case the Indemnitee acted in good faith and in
a manner which such Indemnitee believed to be in, or not opposed to, the best
interests of the Partnership and, with respect to any criminal proceeding, had
no reasonable cause to believe its conduct was unlawful; provided, further, no
indemnification pursuant to this Section 6.8 shall be available to the General
Partners with respect to their obligations incurred pursuant to the Indemnity
Agreement, the Underwriting Agreement or the Conveyance Agreement (other than
obligations incurred by the General Partners on behalf of the Partnership or the
Intermediate Partnership). The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere, or
its equivalent, shall not create a presumption that the Indemnitee acted in a
manner contrary to that specified above. Any indemnification pursuant to this
Section 6.8 shall be made only out of the assets of the Partnership, it being
agreed that the General Partners shall not be personally liable for such
indemnification and shall have no obligation to contribute or loan any monies or
property to the Partnership to enable it to effectuate such indemnification.

         (b) To the fullest extent permitted by law, expenses (including,
without limitation, legal fees and expenses) incurred by an Indemnitee who is
indemnified pursuant to Section 6.8(a) in defending any claim, demand, action,
suit or proceeding shall, from time to time, be advanced by the Partnership
prior to the final disposition of such claim, demand, action, suit or proceeding
upon receipt by the Partnership of an undertaking by or on behalf of the
Indemnitee to repay such amount if it shall be determined that the Indemnitee is
not entitled to be indemnified as authorized in this Section 6.8.

         (c) The indemnification provided by this Section 6.8 shall be in
addition to any other rights to which an Indemnitee may be entitled under any
agreement, pursuant to any vote of the holders of Outstanding Units, as a matter
of law or otherwise, both as to actions in the Indemnitee's capacity as (i) a
General Partner, a member of the Partnership Policy Committee, a Departing
Partner or an Affiliate thereof, (ii) an officer, director, employee, partner,
agent or trustee of the Partnership, a General Partner, any Departing Partner or
an Affiliate thereof or (iii) a Person serving at the request of the Partnership
in another entity in a similar capacity, and as to actions in any other capacity
(including, without limitation, any capacity under the Underwriting Agreement),
and shall continue as to an Indemnitee who has ceased to serve in such capacity
and shall inure to the benefit of the heirs, successors, assigns and
administrators of the Indemnitee.

         (d) The Partnership may purchase and maintain (or reimburse the General
Partners or their Affiliates for the cost of) insurance, on behalf of the
General Partners, the members of the Partnership Policy Committee and such other
Persons as the Partnership Policy Committee shall determine, against any
liability that may be asserted against or expense that may be incurred by such
Person in connection with the Partnership's activities, regardless of whether
the Partnership would have the power to indemnify such Person against such
liability under the provisions of this Agreement.

         (e) For purposes of this Section 6.8, the Partnership shall be deemed
to have requested an Indemnitee to serve as fiduciary of an employee benefit
plan whenever the performance by it of its duties to the Partnership also
imposes duties on, or otherwise involves services by, it to the plan or
participants or beneficiaries of the plan; excise taxes assessed on an
Indemnitee with respect to an employee benefit plan pursuant to applicable law
shall constitute "fines" within the meaning of Section 6.8(a); and action taken
or omitted by it with respect to an employee benefit plan in the performance of
its duties for a purpose reasonably believed by it to be in the interest of the
participants and beneficiaries of the plan shall be deemed to be for a purpose
which is in, or not opposed to, the best interests of the Partnership.

         (f) In no event may an Indemnitee subject the Limited Partners to
personal liability by reason of the indemnification provisions set forth in this
Agreement.

         (g) An Indemnitee shall not be denied indemnification in whole or in
part under this Section 6.8 because the Indemnitee had an interest in the
transaction with respect to which the indemnification applies if the transaction
was otherwise permitted by the terms of this Agreement.

         (h) The provisions of this Section 6.8 are for the benefit of the
Indemnitees, their heirs, successors, assigns and administrators and shall not
be deemed to create any rights for the benefit of any other Persons.

         (i) No amendment, modification or repeal of this Section 6.8 or any
provision hereof shall in any manner terminate, reduce or impair the right of
any past, present or future Indemnitee to be indemnified by the Partnership, nor
the obligation of the Partnership to indemnity any such Indemnitee under and in
accordance with the provisions of this Section 6.8 as in effect immediately
prior to such amendment, modification or repeal with respect to claims arising
from or relating to matters occurring, in whole or in part, prior to such
amendment, modification or repeal, regardless of when such claims may arise or
be asserted.
The preceding discussion of the Registrant's Amended and Restated
Agreement of Limited Partnership is not intended to be exhaustive and is
qualified by the Amended and Restated Agreement of Limited Partnership.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         4.1      Form of Amended and Restated Agreement of Limited Partnership
                  of Northern Border Partners, L.P. (Exhibit 3.1 No. 2 to the
                  Partnership's Form S-1 Registration Statement, Registration
                  No. 33-66158 ("Form S-1")).

         5.1      Opinion of Vinson & Elkins L.L.P.

         23.1     Consent of Arthur Andersen LLP.

         23.2     Consent of Vinson & Elkins L.L.P. (included in the opinion
                  filed as Exhibit 5.1 to this Registration statement).

         24.1     Powers of Attorney of Committee Members and Officers of
                  Northern Border Partners, L.P. (included in signature page to
                  this Registration Statement).

         99.1     Northern Border Phantom Unit Plan.

ITEM 9.  UNDERTAKINGS

         The Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

         (a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");

         (b) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement;

         (c) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4) That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Omaha, State of Nebraska, on November 2, 2001.

                                   NORTHERN BORDER PARTNERS, L.P.
                                   (A Delaware Limited Partnership)

                                   By:    /s/ JERRY L. PETERS
                                      ------------------------------------------
                                   Name:  Jerry L. Peters
                                        ----------------------------------------
                                   Title: Chief Financial and Accounting Officer
                                         ---------------------------------------

POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William R. Cordes and Jerry L. Peters,
and each of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this registration statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agents or any of them, or their, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         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 and on the dates indicated.
Signature                                                Title                                      Date
/s/ William R. Cordes                      Chief Executive Officer and Chairman of the Partnership       November 2, 2001
--------------------------------------------                           Policy Committee
         William R. Cordes

         /s/ Stanley C. Horton                            Member of the Partnership Policy Committee              November 2, 2001
--------------------------------------------
         Stanley Horton

         /s/ Cuba Wadlington, Jr.                         Member of the Partnership Policy Committee              November 2, 2001
--------------------------------------------
         Cuba Wadlington, Jr.

         /s/ Jerry L. Peters                                Chief Financial and Accounting Officer                November 2, 2001
--------------------------------------------
         Jerry L. Peters
INDEX TO EXHIBITS
EXHIBIT
NUMBER                   DESCRIPTION
-------                  -----------
4.1                   Form of Amended and Restated Agreement of Limited
                         Partnership of Northern Border Partners, L.P. (Exhibit
                         3.1 No. 2 to the Partnership's Form S-1 Registration
                         Statement, Registration No. 33-66158 ("Form S-1").

   5.1                   Opinion of Vinson & Elkins L.L.P.

   23.1                  Consent of Arthur Andersen LLP.

   23.2                  Consent of Vinson & Elkins L.L.P. (included in the
                         opinion filed as Exhibit 5.1 to this Registration
                         statement).

   24.1                  Powers of Attorney of Committee Members and Officers of
                         Northern Border Partners, L.P. (included in signature
                         page to this Registration Statement).

   99.1                  Northern Border Phantom Unit Plan.