As  filed with the Securities and Exchange Commission on November 6, 1998
                           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                                   93-1120873
(State or other jurisdiction                   (I.R.S. Employer
of incorporation or organization              Identification No.)
      organization)
                                                         
                                
                                
                        1400 Smith Street
                   Houston, Texas  77002-7361
  (Address of principal executive offices, including zip code)


                      ____________________


              Northern Plains Natural Gas Company
                       Phantom Unit Plan

                   (Full title of the plans)
                      ____________________

                                                 Copy to:
                                    
            Larry L. DeRoin                    Janet K. Place
        Chief Executive Officer          Vice President and General
       Northern Border Partners, L.P.               Counsel
           1400 Smith Street             Northern Plains Natural Gas
      Houston, Texas  77002-7361                    Company
         (Name and address of                   1400 Smith Street
          agent for service)              Houston, Texas  77002-7361
      
                                    
                                
                         (713) 853-6161
 (Telephone number, including area code, of agent for service)

<TABLE>
                CALCULATION OF REGISTRATION FEE
                                                           
<CAPTION>
 Title of
securities                     Proposed maximum     Proposed maximum     Amount of
  to be        Amount to be   offering price per   aggregate offering   registration
registered      registered        share (1)               price             fee
                                                      
<S>            <C>                 <C>                <C>                 <C>
Common Units   40,000 Units        34 15/16           $1,397,500.00       $424.00

<FN>
(1)  Estimated solely for purposes of calculating the registration fee,
     in accordance with Rule 457(h), on the basis of the price of
     securities of the same class, as determined in accordance with Rule
     457(c), using the average of the high and low prices reported on the
     New York Stock Exchange for the Common Units on November 3, 1998.
</TABLE>

<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, as amended (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, 1997;

     (b)    Quarterly Reports on Form 10-Q for the quarters ended
          March 31, 1998 and June 30, 1998;

     (c)    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.

     Unless otherwise indicated below as being incorporated by
reference to another filing of the Registrant with the
Commission, each of the following exhibits is filed herewith:

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 Janet K. Place, Vice President and General
       Counsel of Northern Plains Natural Gas Company.
23.1   Consent of Arthur Andersen LLP.
99.1   Northern Plains Natural Gas Company Phantom Unit Plan.


                          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, as amended (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 reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement or amendment to be
signed on its behalf by the undersigned, thereunto duly
authorized, on the 6th day of November, 1998.

                    Northern Border Partners, L.P.

                    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 below by
the following persons in the capacities indicated and on the 6th
day of November, 1998.

       Signature                              Title


     LARRY L. DEROIN              Chief Executive Officer and Chairman
     Larry L. DeRoin              of Partnership Policy Committee
                                  (Principal Executive Officer)



     STEVEN M. ROVERUD            Member of Partnership Policy Committee
     for George L. Mazanec



     BRIAN E. O'NEILL             Member of Partnership Policy Committee
     Brian E. O'Neill


     JERRY L. PETERS              Chief Financial and Accounting Officer
     Jerry L. Peters




                         EXHIBIT INDEX


     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 Janet K. Place, Vice President and
                    General Counsel of Northern Plains Natural
                    Gas Company.
     23.1           Consent of Arthur Andersen LLP.
     99.1           Northern Plains Natural Gas Company Phantom
                    Unit Plan.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19918}]
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As  filed with the Securities and Exchange Commission on November 6, 1998
                           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                                   93-1120873
(State or other jurisdiction                   (I.R.S. Employer
of incorporation or organization              Identification No.)
      organization)
                                                         
                                
                                
                        1400 Smith Street
                   Houston, Texas  77002-7361
  (Address of principal executive offices, including zip code)

                      ____________________

              Northern Plains Natural Gas Company
                       Phantom Unit Plan

                   (Full title of the plans)
                      ____________________

                                                 Copy to:
                                    
            Larry L. DeRoin                    Janet K. Place
        Chief Executive Officer          Vice President and General
       Northern Border Partners, L.P.               Counsel
           1400 Smith Street             Northern Plains Natural Gas
      Houston, Texas  77002-7361                    Company
         (Name and address of                   1400 Smith Street
          agent for service)              Houston, Texas  77002-7361
      
                                    
                                
                         (713) 853-6161
 (Telephone number, including area code, of agent for service)

                CALCULATION OF REGISTRATION FEE
Title of
securities                     Proposed maximum     Proposed maximum     Amount of
  to be        Amount to be   offering price per   aggregate offering   registration
registered      registered        share (1)               price             fee
Common Units   40,000 Units        34 15/16           $1,397,500.00       $424.00
(1)  Estimated solely for purposes of calculating the registration fee,
     in accordance with Rule 457(h), on the basis of the price of
     securities of the same class, as determined in accordance with Rule
     457(c), using the average of the high and low prices reported on the
     New York Stock Exchange for the Common Units on November 3, 1998.
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, as amended (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, 1997;

     (b)    Quarterly Reports on Form 10-Q for the quarters ended
          March 31, 1998 and June 30, 1998;

     (c)    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.

     Unless otherwise indicated below as being incorporated by
reference to another filing of the Registrant with the
Commission, each of the following exhibits is filed herewith:

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 Janet K. Place, Vice President and General
       Counsel of Northern Plains Natural Gas Company.
23.1   Consent of Arthur Andersen LLP.
99.1   Northern Plains Natural Gas Company Phantom Unit Plan.

                          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, as amended (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 reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement or amendment to be
signed on its behalf by the undersigned, thereunto duly
authorized, on the 6th day of November, 1998.

                    Northern Border Partners, L.P.

                    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 below by
the following persons in the capacities indicated and on the 6th
day of November, 1998.

       Signature                              Title

     LARRY L. DEROIN              Chief Executive Officer and Chairman
     Larry L. DeRoin              of Partnership Policy Committee
                                  (Principal Executive Officer)

     STEVEN M. ROVERUD            Member of Partnership Policy Committee
     for George L. Mazanec

     BRIAN E. O'NEILL             Member of Partnership Policy Committee
     Brian E. O'Neill

     JERRY L. PETERS              Chief Financial and Accounting Officer
     Jerry L. Peters

                         EXHIBIT INDEX

     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 Janet K. Place, Vice President and
                    General Counsel of Northern Plains Natural
                    Gas Company.
     23.1           Consent of Arthur Andersen LLP.
     99.1           Northern Plains Natural Gas Company Phantom
                    Unit Plan.