Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 6, 2020, Enbridge Inc. (the "Corporation") filed Articles of Amendment with the Director under the Canada Business Corporations Act (the "CBCA") amending its articles to create a new series of Preference Shares of the Corporation designated as Preference Shares, Series 2020-A (the "Conversion Preference Shares"). The Conversion Preference Shares are issuable upon the automatic conversion of the $1,000,000,000 aggregate principal amount of the Corporation's 5.750% Fixed-to-Fixed Rate Subordinated Notes Series 2020-A due 2080 (the "Notes"). The Conversion Preference Shares will be entitled to receive cumulative preferential cash dividends, if, as and when declared by the board of directors of the Corporation, subject to the CBCA, at the same rate as the interest rate that would have accrued on the Notes (had the Notes remained outstanding), payable on each semi-annual dividend payment date, subject to any applicable withholding tax.

The foregoing description of the Corporation's Articles of Amendment is qualified in all respects by reference to the text of the Certificate of Amendment issued by the Director under the CBCA on July 6, 2020 and the Articles of Amendment attached thereto, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.




Item 8.01 Other Events.

On July 8, 2020, the Corporation completed the offering of the Notes. The Notes were offered pursuant to the Corporation's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on May 17, 2019 (Reg. No. 333-231553) (the "Registration Statement"). The following documents relating to the sale of the Notes are filed as exhibits to this Current Report on Form 8-K and are incorporated by reference into this Item 8.01 and the Registration Statement:





  · Underwriting Agreement, dated July 6, 2020, between the Corporation and the
    underwriters party thereto.
  · Seventh Supplemental Indenture to the Indenture between the Corporation and
    Deutsche Bank Trust Company Americas, dated July 8, 2020.
  · Form of Global Note representing the Notes.
  · Opinion of Sullivan & Cromwell LLP, U.S. counsel for the Corporation, as to
    the validity of the Notes.
  · Opinion of McCarthy Tétrault LLP, Canadian counsel for the Corporation, as to
    the validity of the Notes and the Conversion Preference Shares.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit
 Number                                    Description

                 Underwriting Agreement, dated July 6, 2020, between the
  1.1          Corporation and the underwriters party thereto.
  3.1            Certificate and Articles of Amendment, dated July 6, 2020.
  4.1            Seventh Supplemental Indenture to the Indenture between the
               Corporation and Deutsche Bank Trust Company Americas, dated July 8,
               2020.
                 Form of Global Note representing the Notes (included in Exhibit
  4.2          4.1).
                 Opinion of Sullivan & Cromwell LLP, U.S. counsel for the
  5.1          Corporation, as to the validity of the Notes.
  5.2            Opinion of McCarthy Tétrault LLP, Canadian counsel for the
               Corporation, as to the validity of the Notes and the Conversion
               Preference Shares.
                 Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1
  23.1         above).
                 Consent of McCarthy Tétrault LLP (included in Exhibit 5.2
  23.2         above).
               Cover Page Interactive Data File (embedded within the Inline XBRL
  104          document).

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