UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM 6-K

Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

Dated May 5, 2005
Commission file number 0-21080

ENBRIDGE INC.

3000, 425 – 1^st Street S.W.
Calgary, Alberta, Canada T2P 3L8
(Address of principal executive offices and postal code)

(403) 231-3900
(Registrants telephone number, including area code)

[Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.]

Form 20-F  o                     Form 40-F  þ

[Indicate by check mark whether the Registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934].

Yes  o                     No  þ

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENTS ON FORM S-8 (FILE NO. 333-13456, 333-97305 AND 333-6436), FORM F-3 (FILE NO. 33-77022) AND FORM F-10 (FILE NO. 333-122526) OF ENBRIDGE INC. AND TO BE PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

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Table of Contents

The following document is being submitted herewith:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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NEWS RELEASE

Enbridge reports strong first quarter earnings

CALGARY, Alberta, May 5, 2005 — “Enbridge’s first quarter performance is strong and consistent with our expectations and previously noted full year adjusted operating earnings target of $3.20 to $3.30 per common share,” said Patrick D. Daniel, President & Chief Executive Officer of Enbridge Inc. “Enbridge generated another solid quarter of earnings growth, with contributions from all business segments. Energy supply and demand fundamentals are very strong and we are advancing multiple projects for the mutual benefit of our customers and shareholders.”

“I am particularly pleased with the integration of the Enbridge Offshore Pipelines assets and personnel acquired from Shell at year-end” added Mr. Daniel. “In the first quarter we consolidated our interest in the Garden Banks pipeline system and we plan to tie in other production to come on stream in later 2005 and 2006. The deep water Gulf of Mexico is expected to remain a prolific production area for many years to come, and we also expect to participate in future LNG regasification and delivery opportunities.” Mr. Daniel concluded. “Our existing and proposed energy delivery infrastructure assets now target many of North America’s developing energy basins, including Alberta Oilsands, Texas tight gas and Alaskan gas, and are well positioned to contribute to Enbridge’s continued growth.”

On May 5, 2005, the Enbridge Board of Directors declared quarterly dividends of $0.50 per common share on a pre-split basis and $0.34375 per Series A Preferred Share. Both dividends are payable on June 1, 2005 to shareholders of record on May 16, 2005. A proposed stock split is subject to shareholder approval at today’s Special and Annual Meeting and the record date for the stock split is expected to be May 20, 2005.

Earnings applicable to common shareholders are $220.6 million for the three months ended March 31, 2005, or $1.31 per share, compared with $112.4 million, or $0.67 per share, in 2004. The $108.2 million increase in earnings is largely due to the change in the year-end of the gas distribution operations and the elimination of seasonal distribution rates. These factors create a lack of comparability between periods, including a significant increase in revenues, however comparable information is provided below. Other significant changes include the earnings from the recently acquired Enbridge Offshore Pipelines, lower interest expense and the absence of earnings from AltaGas which was sold in 2004.

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Significant non-operating factors and variances affecting consolidated earnings are as follows:

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Significant operating factors affecting earnings in 2005 include the following:

The Company has foreign currency denominated earnings, primarily from U.S. based operations and investments, as well as its Euro investment in CLH. The Company uses long-term net investment hedges to economically hedge a significant portion of the cash flows related to certain of these operations. However, this does not eliminate the earnings volatility due to exchange rate differences and the translation of these foreign currency denominated earnings for accounting purposes. During the first quarter of 2005, the Company received foreign currency denominated cash distributions and settled associated hedge transactions resulting in $4.4 million (2004 — $1.9 million) of incremental cash flows, which is not included in reported earnings.

Non-GAAP Measures

This news release contains a reference to adjusted operating earnings, which represent earnings applicable to common shareholders adjusted for non-operating factors. This is not a measure that has a standardized meaning prescribed by Canadian generally accepted accounting principles (GAAP) and is not considered a GAAP measure. Therefore, this measure may not be comparable to a similar measure presented by other issuers. Management believes that the presentation of adjusted operating earnings provides more useful information to investors and shareholders as it provides increased predictive value and allows them to more accurately identify the trend in earnings.

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Conference Call

Enbridge will hold a conference call on May 5, 2005 at 9:30 a.m. Eastern time (7:30 a.m. Mountain time) to discuss the first quarter 2005 results. The call can be accessed at 1-800-901-5248, pass code of 44954330, and will be audio webcast live at www.enbridge.com/investor. An audio replay will be available shortly thereafter at 1-888-286-8010 using the access code 50611581; in addition, the webcast replay and transcript will be available on the website, later in the day.

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The unaudited interim consolidated financial statements and MD&A, which contain additional notes and disclosures, are available on the Enbridge website.

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ENBRIDGE INC.
HIGHLIGHTS¹

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ENBRIDGE INC.
CONSOLIDATED STATEMENTS OF EARNINGS

CONSOLIDATED STATEMENTS OF RETAINED EARNINGS

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ENBRIDGE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

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ENBRIDGE INC.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

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SEGMENTED INFORMATION

Three months ended March 31, 2005

Three months ended March 31, 2004

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Enbridge Inc.
Management’s Discussion & Analysis
For the Three Months Ended March 31, 2005
Dated May 5, 2005

This discussion should be read in conjunction with the unaudited consolidated financial statements of Enbridge Inc. as at and for the three months ended March 31, 2005.

Earnings applicable to common shareholders are $220.6 million for the three months ended March 31, 2005, or $1.31 per share, compared with $112.4 million, or $0.67 per share, in 2004. The $108.2 million increase in earnings is largely due to the change in the year-end of the gas distribution operations and the elimination of seasonal distribution rates. These factors create a lack of comparability between periods, however comparable information is provided below. Other significant changes include the earnings from the recently acquired Enbridge Offshore Pipelines, lower interest expense and the absence of earnings from AltaGas which was sold in 2004.

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Significant non-operating factors and variances affecting consolidated earnings are as follows:

Significant operating factors affecting earnings in 2005 include the following:

The Company has foreign currency denominated earnings, primarily from U.S. based operations and investments, as well as its Euro investment in CLH. The Company uses long-term net investment hedges to economically hedge a significant portion of the cash flows related to certain of these operations. However, this does not eliminate the earnings volatility due to exchange rate differences and the translation of these foreign currency denominated earnings for accounting purposes. During the first quarter of 2005, the Company received foreign currency denominated cash distributions and settled associated hedge transactions resulting in $4.4 million (2004 — $1.9 million) of incremental cash flows, which is not included in reported earnings.

RECENT DEVELOPMENTS

Incentive Tolling Agreement
Enbridge System’s incentive tolling agreement expired on December 31, 2004. Negotiations on a new incentive tolling agreement are approaching conclusion with the Canadian Association of Petroleum Producers (CAPP). Once a formal agreement is reached with CAPP, the specific terms of the settlement will be filed with the National Energy Board (NEB) for its approval.

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The framework of the discussions has as its foundation the NEB’s multipipeline rate of return (9.46% effective 2005). As well, the framework has additional amounts that Enbridge will have the opportunity to earn through achievement of cost savings and targets with respect to new customer service metrics and through risk sharing.

2006 Rate Application
On March 18, 2005, the Company filed an application with the OEB for approval of the 2006 rates, under cost of service. The key elements of the application are summarized below:

Gas Distribution Access Rule (GDAR)
The GDAR, developed by the Ontario Energy Board (OEB), mandates that distributors, including Enbridge Gas Distribution (EGD), provide gas marketers with the option to consolidate the gas distribution charges to consumers on the marketers’ own bill, forcing the distributor to appoint the marketer as its billing agent. EGD would have to undertake extensive system changes and negotiate new contractual arrangements in order to effect the GDAR directives.

On January 11, 2005, the Ontario Court of Appeal dismissed an appeal, by EGD and Union Gas Limited, of the vendor consolidated billing aspects of the GDAR and upheld the OEB’s authority to enact these aspects of the GDAR. EGD elected not to appeal the Court of Appeal’s decision and has advised the OEB that it is prepared to implement the transactional aspects of the GDAR. EGD and other interested parties are awaiting direction from the OEB with respect to the scope and implementation of the GDAR. To ensure that the GDAR is implemented in a cost effective manner, EGD has recommended that an exemption to vendor consolidated billing be approved and that the consumer and public interest issues related to vendor consolidated billing be reviewed in an open hearing process.

Oil Sands Projects

During the first quarter of 2005, the Company entered into definitive agreements with Nexen Inc. and OPTI Canada Inc. (the Long Lake Shippers) to provide pipeline transportation services for the Long Lake oil sands project.

Under the terms of the agreement, Enbridge will construct, own and operate the pipeline and tank facilities required by the Long Lake Project, pipeline laterals and tank facilities at a proposed terminal on the Athabasca Pipeline, near Cheecham. The estimated cost of these facilities is $40 - $45 million with a planned availability for service date in late 2006. Enbridge’s 545-km Athabasca Pipeline will also require capacity expansion from the Cheecham-area terminal to its mainline terminal at Hardisty, Alberta.

The agreements provide for an initial contract volume of up to 60,000 barrels per day of crude oil with provisions for increases to the contract volume. The agreement covering the dedicated Long Lake lateral facilities is for a term of 25 years and the agreement for service on the Athabasca Pipeline is for a 50-month term with extension provisions. The agreements also provide flexibility for the Long Lake Shippers to use a proposed new pipeline — the Waupisoo Pipeline — to move crude oil from the Cheecham terminal to Edmonton.

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Two-for-One Stock Split

The Board of Directors will recommend that shareholders approve a two-for-one stock split at the Company’s Annual and Special Meeting of Shareholders on May 5, 2005. Upon completion of the stock split, the number of outstanding shares would double from approximately 174 million to 348 million. Enbridge’s last stock split occurred in May 1999.

The proposed stock split would make Enbridge shares more accessible to retail shareholders, which should broaden Enbridge’s shareholder base and enhance liquidity and trading of the common shares.

If approved by shareholders, and subject to regulatory approvals, the record date for the stock split is expected to be May 20, 2005. As of that date, each shareholder of record would receive one additional common share for each common share held. If approved, it is anticipated that new Enbridge stock certificates would be mailed on or around May 27, 2005.

FINANCIAL RESULTS

Enbridge System earnings include management’s estimate of the incentive tolling agreement renegotiation outcome as well as higher revaluation oil losses associated with significant changes in crude oil prices during the quarter. These decreases are partially offset by an increase in Enbridge’s share of the Terrace surcharge, effective April 1, 2004.

The earnings variance in Feeder Pipelines and Other is the result of Federal Energy Regulatory Commission ordered reparations on the Frontier Pipeline, which were partially recorded in the first quarter of 2004.

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Alliance Pipeline (US) earnings primarily reflect the impact of the stronger Canadian dollar in 2005.

Enbridge Offshore Pipelines was acquired on December 31, 2004 for $754.0 million.

Vector earnings were positively impacted by continued growth in short haul firm transportation volumes, partially offset by the impact of the stronger Canadian dollar in 2005.

EEP’s 2005 results reflect various factors including slightly lower operating earnings, a stronger Canadian dollar and a lower ownership interest.

EEP issued more partnership units in 2005 than 2004 and because Enbridge did not fully participate in these offerings, dilution gains resulted.

The higher earnings from Aux Sable are the result of improved fractionation margins. The variance in Other is primarily the result of business development costs related to the proposed Rabaska LNG facility.

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The 2005 regulatory decision eliminated seasonal distribution rates, which were higher in the winter months and lower in the summer months, and replaced them with a uniform annual rate. Commencing in 2005, this shifts a portion of earnings from the winter months to the summer months. The seasonal distribution rate variance, noted in the table above, is the effect of applying the uniform rate to 2004 results and volumes.

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Results from CLH reflect increased volumes due to greater demand for refined products throughout Spain.

The $9.2 million decrease in corporate costs is primarily the result of lower interest expense partially related to the December 2004 redemption of preferred securities.

Liquidity and Capital Resources

The Company expects to generate sufficient cash from operations to fund budgeted investing activity and common share dividends throughout the remainder of 2005. Additional liquidity, if necessary, is available under committed credit facilities or through access to the capital markets.

Operating Activities
Cash provided by operating activities before changes in operating assets and liabilities was $368.9 million for the three months ended March 31, 2005 compared with $239.7 million for the three months ended March 31, 2004. The increase reflects increased earnings compared with the first quarter of 2004. Cash from changes in operating assets and liabilities was $300.7 million for the three months ended March 31, 2005 compared with a use of cash of $47.6 million for the three months ended March 31, 2004. This variance is due primarily to the elimination of the quarter-lag basis of accounting for EGD as explained under Financial Results for Gas Distribution and Services.

Investing Activities
Cash used for investing activities for the three months ended March 31, 2005 was $172.8 million compared with $96.4 million for the three months ended March 31, 2004. The increased use of cash in 2005 reflects the acquisitions of U.S. Oil and Garden Banks, a business included in Enbridge Offshore Pipelines, and payment of a contingent liability based on CLH meeting certain volume targets, increasing the Company’s investment in CLH. Both periods reflect the use of cash for additions to property, plant and equipment to support growth in core businesses.

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Financing Activities
The Company’s debt to capitalization ratio was 62.9% on March 31, 2005 compared with 65.1% on December 31, 2004, continuing the Company’s trend of debt repayment and strengthening the balance sheet.

During the first quarter of 2005, the Company filed a universal shelf prospectus in the United States, which provides access to both debt and equity financing. The Company issued US$300 million of 10-year senior notes at an interest rate of 4.9% pursuant to this shelf prospectus. The proceeds were used to repay a US dollar line of credit, which was used to finance the purchase of Enbridge Offshore Pipelines on December 31, 2004.

The Company also repaid US$158 million 8.0% senior term notes that came due during the first quarter of 2005 with the proceeds of a $250 million, 5-year, 3.95% MTN.

CHANGE IN ACCOUNTING POLICIES

Consolidation of Variable Interest Entities

Effective January 1, 2005 the Company adopted the new CICA accounting guideline for Consolidation of Variable Interest Entities. This new guideline requires the primary beneficiary of a variable interest entity’s activities to consolidate the variable interest entity.

The Company has a 41.9% equity interest in Enbridge Income Fund (EIF), as well as a preferred unit investment that has no voting rights and a 30-year maturity. The preferred units earn a return that is equivalent to the per unit cash distributions earned by equity unit holders and are classified as a liability in EIF’s financial statements.

The Company is the primary beneficiary of EIF through a combination of the 41.9% equity interest and the preferred unit interest. The adoption of this guideline results in the inclusion of 100% of EIF’s financial statement balances in the Company’s financial statements but does not affect earnings.

Hedges, Financial Instruments — Recognition and Measurement and Comprehensive Income

New accounting standards will be in effect for fiscal years beginning on or after October 1, 2006 for hedge accounting, recognition and measurement of financial instruments and disclosure of comprehensive income. The Company is currently investigating the impact of these new standards.

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SELECTED QUARTERLY FINANCIAL INFORMATION¹

Operating revenue from continuing operations fluctuates primarily due to the seasonality of the Company’s gas distribution business. Prior to October 1, 2004, this business had a September 30 year-end, which resulted in consolidation by the Company on a quarter-lag basis. Therefore, peak revenues were recorded in the Company’s second quarter, which represented EGD’s winter months. EGD has changed to a December 31 year-end and, as a result, the Company’s consolidated fourth quarter results for 2004 included the results of EGD for the six months ended December 31, 2004. EGD’s winter months are now consolidated in the Company’s first quarter earnings.

Effective October 1, 2004, EGD’s seasonal rates have been replaced with a uniform annual rate. The impact of this change will result in lower earnings in the winter months, offset by higher earnings in the summer months, causing a shift in earnings between quarters but no earnings impact on a 12 consecutive month basis.

Significant items which impact the quarterly earnings are as follows:

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Outstanding Share Data

Outstanding share data information is provided as at April 25, 2005.

The Company has a Shareholder Rights plan designed to encourage the fair treatment of shareholders in connection with any takeover offer for the Company. Rights issued under the plan become exercisable when a person, and any related parties, acquires or announces its intention to acquire 20% or more of the Company’s outstanding common shares without complying with certain provisions set out in the plan or without approval of the Board of Directors of the Company. Should such an acquisition or announcement occur, each rights holder, other than the acquiring person and related parties, will have the right to purchase common shares of the Company at a 50% discount to the market price at that time.

Additional information relating to Enbridge is available on www.sedar.com.

Certain information provided in this report constitutes forward-looking statements. The words “anticipate”, “expect”, “project”, “estimate”, “forecast” and similar expressions are intended to identify such forward-looking statements. Although Enbridge believes that these statements are based on information and assumptions which are current, reasonable and complete, these statements are necessarily subject to a variety of risks and uncertainties pertaining to operating performance, regulatory parameters, weather, economic conditions and commodity prices. You can find a discussion of those risks and uncertainties in our Canadian securities filings and American SEC filings. While Enbridge makes these forward-looking statements in good faith, should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary significantly from those expected. Enbridge assumes no obligation to publicly update or revise any forward-looking statements made herein or otherwise, whether as a result of new information, future events or otherwise.

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ENBRIDGE INC.
HIGHLIGHTS¹

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ENBRIDGE INC.
CONSOLIDATED STATEMENTS OF EARNINGS

See accompanying notes to the unaudited consolidated financial statements.

CONSOLIDATED STATEMENTS OF RETAINED EARNINGS

See accompanying notes to the unaudited consolidated financial statements.

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ENBRIDGE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS