CALGARY, ALBERTA--September 23, 2002-Enbridge Inc. today announcedthat it has entered into an agreement with The Williams Companies Inc. to acquire Williams' 14.6% interest in both the Canadian and U.S. segments of the Alliance Pipeline. The purchase price aggregates approximately Cdn$270 million, representing 1.1 times the book value of the interest. The purchase is subject to regulatory approvals and the rights of other Alliance owners to acquire their pro rata share of Williams' interest. The purchase does not include the Williams interest in the Aux Sable NGL plant,which processes all gas transported on the Alliance Pipeline, and Enbridge will not assume any of Williams' natural gas transportation commitments in the pipeline. Based on discussions with other owners of the pipeline, Enbridge expects that certain partners will exercise, in part, their rightsof first refusal. As a result, Enbridge expects that upon completion of the transaction it will have increased its interest from approximately 21% to approximately 30% at a cost of approximately Cdn$165 million, and that its ownership level will equal that of the largest other owner, Fort Chicago Energy Partners. Closing is expected early in the fourth quarter. Patrick D. Daniel, President and Chief Executive Officer of Enbridge, commented that, "This acquisition fits well with our strategy of expanding our North American presence and involvement with high-quality natural gas pipeline assets. Alliance is a major pipeline serving the needs of U.S. Midwest and Eastern markets for Western Canada gas. It runs through areas and jurisdictions that are well understood by Enbridge, as it parallels much of our mainline crude oil system from Edmonton to Chicago. Together with the Vector Pipeline operated by Enbridge, Alliance provides a much-needed diversification in supply paths serving our gas distribution interests in Ontario and Quebec. With its state-of-the-art technology, favourable tolls and low-cost expansion capability, we expect it will play a significant role in moving northern gas to market later in the decade. These are pure, fee-based infrastructure assets with steady earnings and cash flows, returns which are immediately accretive to earnings per share, and with good long-term growth potential - all the features we look for in a major investment." The Alliance Pipeline is a 36-inch diameter pipeline with a capacity of 1,550 million cubic feet per day of natural gas. It extends 3000 kilometres from Fort St. John in British Columbia to Chicago, Illinois. It employs a "high pressure dense phase" technology to create higher transmission efficiency than traditional conventional gas transmission systems. Alliance commenced operations in late 2000. Enbridge was the first pipeline company to invest in Alliance and, in conjunction with a number of natural gas producers, seek to develop alternatives for accessing U.S. markets. Enbridge Inc. is a leader in energy transportation and distribution in North America and internationally. As a transporter of energy, Enbridge operates, in Canada and the U.S., the world's longest crude oil and liquids transportation system. The Company also has international operations and a growing involvement in the natural gas transmission and midstream businesses. As a distributor of energy, Enbridge owns and operates Canada's largest natural gas distribution company, which provides distribution services in Ontario, Quebec and New York State; and is developing a gas distribution system for the Province of New Brunswick. Enbridge employs approximately 4,000 people, primarily in Canada, the U.S. and South America. Enbridge's common shares trade on the Toronto Stock Exchange in Canada and on the New York Stock Exchange in the U.S. under the symbol ENB. Information about Enbridge is available on the Company's web site at www.enbridge.com. When used in this news release, the words "anticipate", "expect", "project", "believe", "estimate", "forecast" and similar expressions are intended to identify forward-looking statements, which include statements relating to pending and proposed projects. Such statements are subject to certain risks, uncertainties and assumptions pertaining to operating performance,regulatory parameters, weather and economic conditions and, in thecase of pending and proposed projects, risks relating to design and construction, regulatory processes, obtaining financing and performance of other parties, including partners, contractors and suppliers.