1

                             CONSUMERS POWER COMPANY
               CALL AND NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                                JANUARY 31, 1994


To the Shareholders of Consumers Power Company:

          A special meeting of shareholders of CONSUMERS POWER COMPANY is
called and will be held on Monday, the 31st day of January 1994, at
4:00 P.M., Eastern Standard Time, at the Company's offices, 212 West
Michigan Avenue, Jackson, Michigan, for the purpose of:

          (1)    Considering and voting upon the approval of a proposed
                 amendment to the Articles of Incorporation of the Company
                 to create a new class of preferred stock and authorize the
                 issuance by the Company of up to 16,000,000 shares
                 thereof; and

          (2)    Transacting such other business as may properly come
                 before the meeting, or any adjournments thereof.

          The Board of Directors has fixed December 27, 1993 as the record
date for the determination of shareholders entitled to notice of and to
vote at the meeting.  Preferred shareholders of all series outstanding and
the Common shareholder will be entitled to vote on all matters that come
before the meeting.

          All shareholders are cordially invited to attend the special
meeting.

          The Board of Directors requests that you sign and date the
enclosed proxy and return it in the enclosed envelope which requires no
postage if mailed in the United States.

                                          By order of the Board of Directors,


                                          Thomas A. McNish, Secretary


Consumers Power Company
212 West Michigan Avenue
Jackson, Michigan 49201
January 10, 1994

                                 PROXY STATEMENT
                                 ---------------

                                  INTRODUCTION

          The Board of Directors solicits your proxy for use at this
special meeting and any adjournment thereof.  The shares represented by
your proxy will be voted as indicated on your proxy if it is signed and
returned prior to the meeting.  You may revoke your proxy at any time
before it is exercised, provided that you so notify the Secretary of
Consumers Power Company (the "Company" or "Consumers") in writing before
the proxy is exercised.

          The Board of Directors has fixed December 27, 1993 as the record
date for the determination of shareholders entitled to vote at the special
meeting.  On that date, there was outstanding 84,108,789 shares of the
Company's Common Stock ($10 par value) held by CMS Energy Corporation
("CMS Energy") and 1,626,427 shares of the Company's Preferred Stock ($100
par value).  Holders of outstanding Preferred Stock and the holder of the
Common Stock are entitled to 1 vote for each share.  The affirmative vote
of the holders of at least a majority of the outstanding shares of the
Company's Common Stock and Preferred Stock (voting as a single class) is
required for approval of the proposed amendment to the Company's Articles
of Incorporation described herein.  Under applicable Michigan law, in
determining whether such proposal has received the requisite number of
affirmative votes, abstentions and broker non-votes will have the same
effect as a vote against such amendments.  CMS Energy, the holder of all
of the outstanding shares of Common Stock of the Company, has advised that
it intends to vote in favor of the proposed amendment.  Since such Common
Stock constitutes 98% of the outstanding shares of stock entitled to vote
on this proposal, the proposal is expected to be approved by the requisite
vote whether or not the holders of some or all of the Preferred Stock vote
against the proposal.

          NBD Bank, N.A., as Trustee of the Supplemental Executive
Retirement Plan of the Company, holds 116,080 shares representing 7.1% of
the Company's Preferred Stock outstanding.  To the knowledge of
management, no other person other than CEDE & CO. and CMS Energy owned of
record or beneficially more than 5% of any class of the Company's
outstanding voting securities as of December 31, 1992.  The directors and
officers of Consumers, as a group, beneficially own less than 1% of the
Preferred Stock of the Company.

          The notice of special meeting and this proxy statement will be
mailed to shareholders on January 10, 1994.

                CREATION OF NEW CLASS OF CLASS A PREFERRED STOCK

          The Board of Directors recommends amendments to Articles IV and
VII of the Articles of Incorporation of the Company to create a new class
of preferred stock designated as Class A Preferred Stock having no par
value and to authorize the issuance by the Board of Directors of up to
16,000,000 shares thereof (as set forth in Appendices A and B).  The
authority to issue such shares of a new class of Preferred Stock would
afford the Company greater flexibility in adjusting its capital structure.

          The proposed Class A Preferred Stock, if and when issued, would
be pari passu with respect to the Company's existing Preferred Stock as to
dividends and payments in the event of the voluntary or involuntary
liquidation of the Company.  The Class A Preferred Stock will be issued in
series, and the Company's Board of Directors will have the power to
establish the rights and preferences of each such series including
dividend rates, redemption prices (if any), the amounts payable in the
event of voluntary or involuntary liquidation, certain voting rights,
conversion rights (if any) and the terms of any sinking or purchase funds.

          The holders of each share of Class A Preferred Stock will be
entitled to vote along with the holders of the Company's existing
Preferred Stock (voting as a single class) to elect a majority of the
directors of the Company in the event that four quarterly dividends on any
Class A Preferred Stock or Preferred Stock is in default.  The affirmative
vote of at least 66-2/3% of the holders of the Preferred Stock and the
Class A Preferred Stock (voting as a single class) would also be required
for the issuance of equity securities of the Company unless certain
dividend and interest coverage and other tests specified in the Articles
are satisfied.  In addition, the approval of the holders of not less than
66-2/3% of the outstanding Class A Preferred Stock (voting together as a
single class) would be required to authorize a class of stock preferred as
to dividends or assets over the Class A Preferred Stock or to change any
of the rights and preferences of the then outstanding Class A Preferred
Stock.

          The proposed Class A Preferred Stock would not be set aside for
any specified purpose but would be subject to issuance by the Board of
Directors in its discretion from time to time for any proper corporate
purpose without further shareholder approval and at such prices as the
Board may determine.

          The proposed Class A Preferred Stock would have no associated
pre-emptive rights, the same as all other classes of the Company's capital
stock.  There are no restrictions on the repurchase or redemption of
shares by the Company while there is any arrearage in the payment of
dividends or sinking fund installments.   It is anticipated that the sale
of shares of the proposed Class A Preferred Stock would be registered
under the Securities Act of 1933.  Currently, the Company has no
arrangement, contract, or agreement relating to the issuance of shares of
the proposed Class A Preferred Stock.

          The Board of Directors recommends the approval of the amendments
as stated in the following resolution:

          RESOLVED:  That Article IV and Article VII of the Company's
Articles of Incorporation are amended to create a new class of preferred
stock designated as Class A Preferred Stock and to give the Board of
Directors authority to issue up to 16,000,000 shares thereof.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.

                                  OTHER MATTERS

          The enclosed proxy card authorizes the voting of shares
represented by the proxy on all other matters that may properly come
before the special meeting.  The Board of Directors does not know of any
other matters that might be presented to the meeting except matters
incident to the conduct of the meeting.  However, if any other matters
(including matters incident to the conduct of the meeting) do come before
the meeting, it is intended that the holders of the proxies will vote
thereon in their discretion.

                             SOLICITATION OF PROXIES

          The cost of solicitation of proxies will be borne by the
Company.  Proxies may be solicited by officers and employees of the
Company or its subsidiaries, personally or by telephone or mail.  The
Company has arranged for Morrow & Co., of 909 Third Avenue, 20th Floor,
New York, New York 10022, to solicit proxies in such manner, and it is
anticipated that the cost of such solicitations will not exceed $5,000,
plus incidental expenses.  The Company may also reimburse brokers,
dealers, banks, voting trustees or other record holders for postage and
other reasonable expenses of forwarding the proxy material to the
beneficial owners of shares of stock held of record by such brokers,
dealers, banks, voting trustees or other record holders.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents have been filed by Consumers with the
SEC pursuant to the Securities Exchange Act of 1934 (the "1934 Act") and
are incorporated herein by reference and made a part of this Proxy
Statement:

          1.   Consumers' Annual Report on Form 10-K for the year ended
December 31, 1992 (containing the Company's consolidated financial
statements and the accompanying notes and report of independent auditors,
and management's discussion and analysis of financial condition and
results of operations for the year).

          2.   Consumers' latest Quarterly Report on Form 10-Q for the
quarter ended September 30, 1993.

          3.   All documents filed by Consumers with the Securities and
Exchange Commission (SEC) pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the 1934 Act subsequent to the date of this Proxy Statement and prior
to the date of the special meeting of shareholders of Consumers shall be
deemed to be incorporated herein by reference and made a part of this
Proxy Statement from the date of filing of such documents.

          The Company's consolidated financial statements for the year
ended December 31, 1992 were audited by Arthur Andersen & Co.  A
representative of Arthur Andersen & Co. will be present at the special
meeting and will have an opportunity to respond to appropriate questions.

          Consumers hereby undertakes to provide without charge to each
person to whom a copy of this Proxy Statement has been delivered, on the
written or oral request of any such person, a copy of any or all of the
documents referred to above which have been or may be incorporated in this
Proxy Statement by reference, other than exhibits to such documents. 
Requests should be directed to Thomas A. McNish, Secretary, Consumers
Power Company, 212 West Michigan Avenue, Jackson, MI 49201, telephone: 
(517) 788-1030.

                               -  -  -  -  -  -  -

                  PLEASE MARK, SIGN AND MAIL THE ENCLOSED PROXY
                          IN THE ACCOMPANYING ENVELOPE

            NO POSTAGE STAMP NECESSARY IF MAILED IN THE UNITED STATES

                                   APPENDIX A

          Article IV of the Articles of Incorporation (as proposed to be
amended; new material is in italics; and deleted material is in brackets):

                                   ARTICLE IV

          The total number of shares of all classes of stock which the
Company shall have authority to issue is {172,500,000} 188,500,000: 
23,500,000 shares of preferred stock, {of which} 7,500,000 shares of which
are of the par value of $100 per share and are of a class designated
Preferred Stock, and 16,000,000 shares of which are of no par value and
are of a class designated Class A Preferred Stock; 40,000,000 shares are
of the par value of $1 per share and are of a class designated Preference
Stock; and 125,000,000 shares are of the par value of $10 per share and
are of a class designated Common Stock.

                                   APPENDIX B

Article VII of the Articles of Incorporation (as proposed to be amended
excluding the Preference Stock section, which is unchanged; new material
is in italics; and deleted material is in brackets):

                                   ARTICLE VII

          The statement of the designations and the voting and other
powers, preferences and rights, and the qualifications, limitations or
restrictions thereof, of the Common Stock, of the Preference Stock, {and}
of the Preferred Stock and of the Class A Preferred Stock is as follows:

                                 PREFERRED STOCK

(unchanged except for General Provisions)

                             CLASS A PREFERRED STOCK
                   Class A Preferred Stock Issuable in Series
                   ------------------------------------------

          The shares of Class A Preferred Stock may be divided into and
issued in series.  Each such series shall be so designated as to
distinguish the shares thereof from the shares of all other series and
classes, and all shares of the Class A Preferred Stock shall be identical,
except as to the following relative rights and preferences, as to which
there may be variations between different series:

          (a)    The rate of dividend;

          (b)    The price at which shares may be redeemed;

          (c)    The amount payable upon shares in event of involuntary
                 liquidation;

          (d)    The amount payable upon shares in event of voluntary
                 liquidation;

          (e)    The voting rights of the holders of such series, if any;
                 provided that such holders of all series shall have the
                 voting rights hereinafter specified in these Articles;

          (f)    The terms and conditions, if any, on which shares shall be
                 by their terms convertible into or exchangeable for any
                 other securities; and

          (g)    The terms and conditions of a sinking or purchase fund, if
                 any, for the redemption or purchase of such shares.

          No change shall be made in any of the rights and preferences of
any series of Class A Preferred Stock at the time outstanding in those
respects in which the shares thereof vary from the shares of other series
of Class A Preferred Stock at the time outstanding without the affirmative
vote in favor thereof of the holders of at least 66-2/3% of the shares of
such series of Class A Preferred Stock at the time outstanding, in
addition to such other vote, if any, as may be required for such change
under the applicable provisions of these Articles or of the Michigan
Business Corporation Act.

               Authority of Board of Directors As to Other Series
               --------------------------------------------------

          To the extent that series of Class A Preferred Stock have not
been established and variations in the relative rights and preferences as
between series have not been fixed and determined as hereinbefore set
forth in these Articles, authority is vested in the Board of Directors of
the Company to divide the shares of Class A Preferred Stock into and to
establish series of Class A Preferred Stock, to fix and determine the
relative rights and preferences of the shares of any series so
established, to issue and sell any and all of the authorized and unissued
shares of Class A Preferred Stock as shares of any series thereof
established by these Articles or by action of the Board of Directors
pursuant hereto, and to create a sinking or purchase fund for the
redemption or purchase of shares of any series without the necessity of
providing a sinking or purchase fund for any other series, and in the
event that the Company shall acquire, by purchase or redemption or
otherwise, any issued shares of its Class A Preferred Stock of any series,
the Board of Directors may resell or convert and sell or otherwise dispose
of, in their discretion, any shares so acquired as shares of the same
series or of any other duly created series of Class A Preferred Stock.

                   PREFERRED STOCK AND CLASS A PREFERRED STOCK
                   -------------------------------------------
                               General Provisions
                               ------------------

          {The following provisions shall apply to all shares of the
Preferred Stock irrespective of series:}  In these General Provisions, the
Company's Preferred Stock, par value $100 per share, is referred to as the
"Preferred Stock"; the Company's Class A Preferred Stock is referred to as
the "Class A Preferred Stock"; and the Preferred Stock and Class A
Preferred Stock are together referred to as the "Company Preferred Stock".

          (A)    The holders of the Company Preferred Stock of each series
shall be entitled to receive dividends, payable when and as declared by
the Board of Directors, at such rates as shall be determined for the
respective series thereof from the first day of the current dividend
period within which such stock shall have been originally issued except
that, as to any share of Preferred Stock originally issued subsequent to
December 31, 1972, from the date upon which such share shall have been
originally issued, before any dividends shall be declared or paid upon or
set apart for the Common Stock or any other stock of the Company not
having preference over the Company Preferred Stock as to payment of
dividends.  Such dividends shall be cumulative so that if for any dividend
period or periods dividends shall not have been paid or declared and set
apart for payment upon all outstanding Company Preferred Stock at the
rates determined for the respective series, the deficiency shall be fully
paid, or declared and set apart for payment, before any dividends shall be
declared or paid upon the Common Stock or any other stock of the Company
not having preference over the Company Preferred Stock as to payment of
dividends.  Dividends shall not be declared and set apart for payment, or
paid, on the Company Preferred Stock of any one series, for any dividend
period, unless dividends have been or are contemporaneously declared and
set apart for payment or paid on all series of the Company Preferred Stock
{of all series} for all dividend periods terminating on the same or an
earlier date.  As to all series of the Company Preferred Stock, the term
"dividend period" shall mean any of the four calendar quarters in each
year commencing, respectively, the first day of January, April, July and
October and the first days of each such calendar quarter shall be the
dividend payment dates for the regular quarterly dividends payable for the
preceding dividend period on such series.

          (B)    When full cumulative dividends as aforesaid upon {the} all
series of the Company Preferred Stock {of all series} then outstanding for
all past dividend periods and for the current dividend periods shall have
been paid or declared and set apart for payment, the Board of Directors
may declare dividends on the Common Stock or any other stock over which
the Company Preferred Stock has a preference as to payment of dividends,
and no holders of any series of the Company Preferred Stock as such shall
be entitled to share therein; provided, however, that no dividends (other
than dividends paid in or presently thereafter repaid to the Company for
or as a capital contribution with respect to stock over which the Company
Preferred Stock has preference as to payment of dividends and as to
assets) shall be paid or any other distribution of assets made, by
purchase of shares or otherwise, on Common Stock or on any other stock
over which the Company Preferred Stock has preference as to payment of
dividends or as to assets except out of earned surplus of the Company
available for distribution to stock over which the Company Preferred Stock
has preference as to payment of dividends and as to assets, or if, at the
time of declaration thereof or the making of such distribution there shall
not remain to the credit of earned surplus account (after deducting
therefrom the amount of such dividends and distribution), an amount at
least equal to (i) $7.50 per share on all then outstanding shares of the
Preferred Stock, (ii) in respect to the Class A Preferred Stock 7.5% of
the aggregate amount established by the Board of Directors to be payable
on the shares of each series thereof in the event of involuntary
liquidation of the Company, and (iii) {of} $7.50 per share on all then
outstanding shares of all other stock over which the Company Preferred
Stock does not have preference as to the payment of dividends and as to
assets.

          So long as any shares of the Company Preferred Stock are
outstanding, the payment of dividends on the Common Stock (other than
dividends payable in Common Stock) and the making of any distribution of
assets to holders of Common Stock by purchase of shares or otherwise (each
of such actions being herein embraced within the term "payment of Common
Stock dividends") shall be subject to the following limitations (except as
such payments may be approved or permitted by subsequent order of the
Securities and Exchange Commission or any successor thereto or any other
Federal governmental agency having the same or similar jurisdiction, or,
in the event that the Company ceases to be subject to the jurisdiction of
said Commission or of any successor thereto or of any such other Federal
governmental agency, except as such payments may be permitted in
accordance with a waiver of such limitations which shall have been
approved by the affirmative vote in favor thereof of the holders of at
least 66-2/3% of the shares of Preferred Stock and Class A Preferred Stock
(voting as separate classes) at the time outstanding):

                 (a)    If and so long as the ratio of the aggregate of the
          par value of, or stated capital represented by, the outstanding
          shares of Common Stock (including premiums on the Common Stock
          but excluding premiums on the Company Preferred Stock) and of
          the surplus of the Company to the total capitalization and
          surplus of the Company at the end of a period of twelve
          consecutive calendar months within the fourteen calendar months
          immediately preceding the calendar month in which the proposed
          payment of Common Stock dividends is to be made (which period is
          hereinafter referred to as the "base period"), adjusted to
          reflect the proposed payment of Common Stock dividends (which
          ratio is hereinafter referred to as the "capitalization ratio"),
          is less than 20%, the payment of Common Stock dividends,
          including the proposed payment, during the twelve calendar
          months period ending with and including the calendar month in
          which the proposed payment is to be made shall not exceed 50% of
          the net income of the Company available for the payment of
          dividends on the Common Stock during the base period;

                 (b)    If and so long as the capitalization ratio is 20%
          or more but less than 25%, the payment of Common Stock
          dividends, including the proposed payment, during the twelve
          calendar months period ending with and including the calendar
          month in which the proposed payment is to be made shall not
          exceed 75% of the net income of the Company available for the
          payment of dividends on the Common Stock during the base period;

                 (c)    Except to the extent permitted under paragraphs (a)
          and (b) above, the Company shall not make any payment of Common
          Stock dividends which would reduce the capitalization ratio to
          less than 25%.

          For the purpose of the foregoing provisions, the following terms
          shall have the following meanings:

                 (1)    The term "net income of the Company available for
          the payment of dividends on the Common Stock" shall mean for any
          base period the balance remaining after deducting from the total
          gross revenues of the Company from all sources during such
          period the following:

                        (a)    All operating expenses and taxes, including
                 charges to income for general taxes and for federal and
                 state taxes measured by income, for retirement or
                 depreciation reserve and for amortization or other
                 disposition of amounts, if any, classified as amounts in
                 excess of original cost of utility plant; (b) the amount,
                 if any, by which the aggregate of the charges to income
                 during the period in question for repairs, maintenance and
                 provision for depreciation is less than the maintenance
                 and replacement requirement embodied in the Indenture, or
                 any indenture supplemental thereto, succeeding the same or
                 in substitution therefor; (c) all interest charges and
                 other income deductions, including charges to income for
                 amortization of debt discount, premium and expense and of
                 the Company Preferred Stock premium and expense; and (d)
                 all dividends applicable to the period in question on
                 stock having preference over the Common Stock as to the
                 payment of dividends.

                 (2)  The term "total capitalization" shall mean the
          aggregate of the principal amount of all outstanding
          indebtedness of the Company maturing more than twelve months
          after the date of determination of total capitalization, plus
          the par value of, or stated capital represented by, the
          outstanding shares of all classes of stock of the Company,
          including any premiums on capital stock.

                 (3)  The term "surplus" shall include capital surplus,
          earned surplus and any other surplus of the Company, adjusted to
          eliminate any amounts which may then be classified by the
          Company on its books as amounts in excess of the original cost
          of utility plant and which are not provided for by reserve and
          any items set forth on the asset side of the balance sheet of
          the Company as a result of accounting convention, such as
          unamortized debt discount and expense and the Company Preferred
          Stock expense, unless any such amount or item, as the case may
          be, is being amortized or is being provided for by reserve.

          (C)    Upon any dissolution, liquidation or winding up of the
Company, whether voluntary or involuntary, the holders of the Company
Preferred Stock of each series, without any preference of the shares of
any series of the Company Preferred Stock over the shares of any other
series of the Company Preferred Stock, shall be entitled to receive out of
the assets of the Company, whether capital, surplus or other, before any
distribution of the assets to be distributed shall be made to the holders
of Common Stock or of any other stock not having preference as to assets
over the Company Preferred Stock, the amount determined to be payable on
the shares of such series in the event of voluntary or involuntary
liquidation, as the case may be.  In case the assets shall not be
sufficient to pay in full the amounts determined to be payable on all the
shares of the Company Preferred Stock in the event of voluntary or
involuntary liquidation, as the case may be, then the assets available for
such payment shall be distributed to the extent available as follows: 
first, to the payment, pro rata, of $100 per share on each share of
Preferred Stock outstanding irrespective of series and the amount
established by the Board of Directors to be payable on each outstanding
share of each series of Class A Preferred Stock in the event of
involuntary liquidation; second, to the payment of the accrued dividends
on such shares, such payment to be made pro rata in accordance with the
amount of accrued dividends on each such share; and, third, to the payment
of any amounts in excess of $100 per share of the Preferred Stock
outstanding and the difference between the amount established by the Board
of Directors to be payable on the outstanding shares of each series of
Class A Preferred Stock in the event of voluntary liquidation and the
amount similarly determined to be payable on such shares in the event of
involuntary liquidation, plus accrued dividends which shall have been
determined to be payable on the shares of any series in the event of
voluntary or involuntary liquidation, as the case may be, such payment
also to be made pro rata in accordance with the amounts, if any, so
payable on each such share.  After payment to the holders of the Company
Preferred Stock of the full preferential amounts hereinbefore provided
for, the holders of the Company Preferred Stock as such shall have no
right or claim to any of the remaining assets of the Company, either upon
any distribution of such assets or upon dissolution, liquidation or
winding up, and the remaining assets to be distributed, if any, upon a
distribution of such assets or upon dissolution, liquidation or winding
up, may be distributed among the holders of the Common Stock or of any
other stock over which the Company Preferred Stock has preference as to
assets.  Without limiting the right of the Company to distribute its
assets or to dissolve, liquidate or wind up in connection with any sale,
merger, or consolidation, the sale of all the property of the Company to,
or the merger or consolidation of the Company into or with any other
corporation shall not be deemed to be a distribution of assets or a
dissolution, liquidation or winding up for the purposes of this paragraph.

          (D)    At the option of the Board of Directors of the Company,
the Company may redeem any series of the Company Preferred Stock
determined to be redeemable, or any part of any series, at any time at the
redemption price determined for such series; provided, however, that not
less than thirty nor more than sixty days previous to the date fixed for
redemption a notice of the time and place thereof shall be given to the
holders of record of the Company Preferred Stock so to be redeemed, by
mail or publication, in such manner as may be prescribed by the By-laws of
the Company or by resolution of the Board of Directors; and, provided,
further, that in every case of redemption of less than all of the
outstanding shares of any one series of the Company Preferred Stock, the
shares of such series to be redeemed shall be chosen by lot in such manner
as may be prescribed by resolution of the Board of Directors.  At any time
after notice of redemption has been given in the manner prescribed by the
By-laws of the Company or by resolution of the Board of Directors to the
holders of stock so to be redeemed, the Company may deposit, or may cause
its nominee to deposit, the aggregate redemption price with some bank or
trust Company named in such notice, payable on the date fixed for
redemption as aforesaid and in the amounts aforesaid to the respective
orders of the holders of the shares so to be redeemed, on endorsement to
the Company or its nominee, or otherwise, as may be required, and upon
surrender of the certificates for such shares.  Upon the deposit of said
money as aforesaid, or, if no such deposit is made, upon said redemption
date (unless the Company defaults in making payment of the redemption
price as set forth in such notice), such holders shall cease to be
shareholders with respect to said shares, and from and after the making of
said deposit, or, if no such deposit is made, after the redemption date
(the Company not having defaulted in making payment of the redemption
price as set forth in such notice), the said holders shall have no
interest in or claim against the Company, or its nominee, with respect to
said shares, but shall be entitled only to receive said moneys on the date
fixed for redemption as aforesaid from said bank or trust Company, or if
no such deposit is made, from the Company, without interest thereon, upon
endorsement, if required, and surrender of the certificates as aforesaid.

          If such deposit shall be made by a nominee of the Company as
aforesaid, such nominee shall upon such deposit become the owner of the
shares with respect to which such deposit was made and certificates of
stock may be issued to such nominee in evidence of such ownership.

          In case the holder of any such Company Preferred Stock shall
not, within six years after said deposit, claim the amount deposited as
above stated for the redemption thereof, the Depositary shall upon demand
pay over to the Company such amounts so deposited and the Depositary shall
thereupon be relieved from all responsibility to the holder thereof.

          Nothing herein contained shall limit any legal right of the
Company to purchase any shares of the Company Preferred Stock.

          (E)    So long as any shares of the Preferred Stock are
outstanding, the Company shall not, without the affirmative vote in favor
thereof of the holders of at least 66-2/3% of the shares of the Preferred
Stock (voting together as a single class) at the time outstanding, {(a)}
adopt an amendment to these Articles if such amendment would either (i)
authorize or create any class of stock preferred as to dividends or assets
over the Preferred Stock or (ii) change any of the rights and preferences
of the then outstanding Preferred Stock; provided, however, that nothing
in this paragraph contained shall authorize the adoption of any amendment
of these Articles by the vote of the holders of a less number of shares of
the Preferred Stock, or of any other class of stock, or of all classes of
stock, than is required for such amendment by the laws of the State of
Michigan at the time applicable thereto.

          (F)    So long as any shares of Class A Preferred Stock are
outstanding, the Company shall not, without the affirmative vote in favor
thereof of the holders of at least 66-2/3% of the shares of Class A
Preferred Stock at the time outstanding (voting together as a single
class) adopt an amendment to these Articles if such amendment would either
(i) authorize or create any class of stock preferred as to dividends or
assets over the Class A Preferred Stock or (ii) change any of the rights
and preferences of the then outstanding Class A Preferred Stock; provided,
however, that nothing in this paragraph contained shall authorize the
adoption of any amendment of these Articles by the vote of the holders of
a lesser number of shares of Class A Preferred Stock, or of any other
class of stock, or of all classes of stock, than is required for such
amendment by the laws of the State of Michigan at the time applicable
thereto.

          (G)    So long as any shares of the Company Preferred Stock are
outstanding, the Company shall not, without the affirmative vote in favor
thereof of the holders of at least 66-2/3% of the shares of the Preferred
Stock and Class A Preferred Stock (voting as separate classes) at the time
outstanding,

                 {(b)} (a) issue, sell or otherwise dispose of any shares
          of the Company Preferred Stock or issue, sell or otherwise
          dispose of any stock over which the Company Preferred Stock does
          not have preference as to the payment of dividends and as to
          assets, unless, in any such case, (i) the net income of the
          Company available for the payment of dividends for a period of
          twelve consecutive calendar months within the fifteen calendar
          months immediately preceding the issuance, sale or disposition
          of such stock (including, in any case in which such stock is to
          be issued, sold or otherwise disposed of in connection with the
          acquisition of new property, the net income of the property to
          be so acquired, computed on the same basis as the net income of
          the Company available for the payment of dividends) is at least
          equal to two times the annual dividend requirements on all
          outstanding shares of the Company Preferred Stock and of all
          stock over which the Company Preferred Stock does not have
          preference as to the payment of dividends and as to assets,
          including the shares proposed to be issued, and (ii) the gross
          income of the Company available for the payment of interest for
          a period of twelve consecutive calendar months within the
          fifteen calendar months immediately preceding the issuance, sale
          or disposition of such stock (including, in any case in which
          such stock is to be issued, sold or otherwise disposed of in
          connection with the acquisition of new property, the gross
          income of the property to be so acquired, computed on the same
          basis as the gross income of the Company available for the
          payment of interest) is at least equal to one and one-half times
          the aggregate of the annual interest requirements (adjusted by
          provision for amortization of debt discount and expense or of
          premium on debt, as the case may be) on all outstanding
          indebtedness of the Company and the annual dividend requirements
          (adjusted by provision for amortization of the Company Preferred
          Stock premium and expense) on all outstanding shares of the
          Company Preferred Stock and of all stock over which the Company
          Preferred Stock does not have preference as to the payment of
          dividends and as to assets, including the shares proposed to be
          issued; or

                 {(c)} (b) issue, sell or otherwise dispose of any shares
          of the Company Preferred Stock or issue, sell or otherwise
          dispose of any stock over which the Company Preferred Stock does
          not have preference as to the payment of dividends and as to
          assets, unless, in any such case, the aggregate of the par value
          of, or stated capital represented by, the outstanding shares of
          Common Stock and of the surplus of the Company (paid-in, earned
          and other, if any) shall be not less than the aggregate amount
          payable in the event of involuntary liquidation upon all
          outstanding shares of the Company Preferred Stock and of all
          stock over which the Company Preferred Stock does not have
          preference as to the payment of dividends and as to assets,
          including the shares proposed to be issued, provided that no
          portion of the surplus of the Company utilized to satisfy the
          foregoing requirement shall be available for dividends or other
          distributions of assets, by purchase of shares or otherwise, on
          Common Stock or on any other stock over which the Company
          Preferred Stock has preference as to the payment of dividends
          and as to assets until shares of the Company Preferred Stock or
          of stock over which the Company Preferred Stock does not have
          preference as to the payment of dividends and as to assets are
          retired and then only to the extent of the amount payable in the
          event of involuntary liquidation upon such shares or until and
          then only to the extent that the par value of, or stated capital
          represented by, the outstanding shares of Common Stock shall
          have been increased.

          For the purpose of the foregoing provisions, the following terms
          shall have the following meanings:

                 (1)    The term "net income of the Company available for
          the payment of dividends" shall mean the balance remaining after
          deducting from the total gross revenues of the Company from all
          sources the following:  (a) all operating expenses and taxes,
          including charges to income for general taxes and for federal
          and state taxes measured by income, for retirement or
          depreciation reserve and for amortization or other disposition
          of amounts, if any, classified as amounts in excess of original
          cost of utility plant, (b) the amount, if any, by which the
          aggregate of the charges to income during the period in question
          for repairs, maintenance and provision for depreciation is less
          than the maintenance and replacement requirement embodied in the
          Indenture, or any indenture supplemental thereto, succeeding the
          same or in substitution therefor, and (c) all interest charges
          and other income deductions, including charges to income for the
          amortization of debt discount, premium and expense and of the
          Company Preferred Stock premium and expense.

                 (2)    The term "gross income of the Company available for
          the payment of interest" shall mean the balance remaining after
          deducting from the total gross revenues of the Company from all
          sources the following:  (a) all operating expenses and taxes,
          including charges to income for general taxes and for federal
          and state taxes measured by income, for retirement or
          depreciation reserve and for amortization or other disposition
          of amounts, if any, classified as amounts in excess of original
          cost of utility plant and (b) the amount, if any, by which the
          aggregate of the charges to income during the period in question
          for repairs, maintenance and provision for depreciation is less
          than the maintenance and replacement requirement embodied in the
          Indenture, or any indenture supplemental thereto, succeeding the
          same or in substitution therefor.

          (F)    The term "accrued dividends" shall be deemed to mean in
respect of any share of any series of the Company Preferred Stock {of any
series}, as of any given date, the amount, if any, by which the product of
the rate of dividend per annum, determined upon the shares of such series,
multiplied by the number of years and any fractional part of a year which
shall have elapsed from the date after which dividends on such stock
became cumulative to such given date, exceeds the total dividends actually
paid on such stock and the dividends declared and set apart for payment. 
Accumulations of dividends shall not bear interest.

          The term "outstanding", whenever used herein with respect to
shares of the Company Preferred Stock or of any other class of stock which
are by their terms redeemable, or with respect to bonds or other evidences
of indebtedness shall not include any such shares or bonds or evidences of
indebtedness which have been called for redemption in accordance with the
provisions applicable thereto, of which call for redemption notice shall
have been given, as required by such provisions and for the redemption of
which a sum of money sufficient to pay the amount payable on such
redemption shall have been deposited with a bank or trust Company,
irrevocably in trust for such purpose, or any bonds or other evidences of
indebtedness for the payment of which at maturity provision has been made
in a similar manner.

          The term "capital represented by" whenever used herein with
respect to shares of stock of the Company shall mean at any time the
amount paid in on or contributed, transferred or otherwise then held and
recorded or accounted for, as permitted by the provisions of law
applicable thereto, as capital with respect to said shares.

                                  COMMON STOCK

(unchanged)

                             VOTING POWERS GENERALLY

          At all meetings of the shareholders of the Company, the holders
of the Preferred Stock and the holders of Common Stock shall be entitled
on all questions to one vote for each share of stock held by them
respectively, regardless of class.

          Whenever and as often as four quarterly dividends payable on the
Company Preferred Stock of any series shall be in default, in whole or in
part, the holders of the Company Preferred Stock of all series shall have
the exclusive right, voting separately and as a single class, to vote for
and to elect the smallest number of directors which shall constitute a
majority of the then authorized number of directors of the Company, and,
in all matters other than the election of directors, each holder of one or
more shares of the Company Preferred Stock shall be entitled to one vote
for each such share of stock held {by him}.  In the event of defaults
entitling the holders of Company Preferred Stock to elect a majority of
the directors as aforesaid, the holders of the Common Stock shall, subject
to the prior rights of the holders of the Preference Stock, have the
exclusive right, voting separately and as a class, to vote for and to
elect the greatest number of directors which shall constitute a minority
of the then authorized number of directors of the Company, and, in all
matters other than the election of directors, each holder of Common Stock
shall be entitled to one vote for each such share of stock held {by him}. 
The right of the holders of the Company Preferred Stock to elect a
majority of the directors, however, shall cease when all defaults in the
payment of dividends on their stock shall have been cured, and such
dividends shall be declared and paid out of any funds legally available
therefor as soon as, in the judgment of the Board of Directors, is
reasonably practicable.  The terms of office of all persons who may be
directors of the Company at the time when the right to elect a majority of
the directors shall accrue to the holders of the Company Preferred Stock,
as herein provided, shall terminate upon the election of their successors
at a meeting of the shareholders of the Company then entitled to vote. 
Such election shall be held at the next annual meeting of shareholders or
may be held at a special meeting of shareholders, which shall be held upon
notice as provided in the By-laws of the Company for a special meeting of
the shareholders, at the request in writing of the holders of not less
than 1,000 shares of the then outstanding Company Preferred Stock entitled
to vote addressed to the Secretary of the Company at its principal
business office.  Any vacancy in the Board of Directors occurring during
any period that the Company Preferred Stock shall have elected
representatives on the Board shall be filled by a majority vote of the
remaining directors (or the one director) representing the class of stock
theretofore represented by the director causing the vacancy.  Upon the
termination of such exclusive right of the holders of the Company
Preferred Stock to elect a majority of the directors of the Company, the
terms of office of all the directors of the Company shall terminate upon
the election of their successors at a meeting of the shareholders of the
Company then entitled to vote.  Such election shall be held at the next
annual meeting of shareholders or may be held at a special meeting of
shareholders, which shall be held upon notice as provided in the By-laws
of the Company for a special meeting of the shareholders, at the request
in writing of the holders of not less than 1,000 shares of the then
outstanding Common Stock addressed to the Secretary of the Company at its
principal business office.

          At all meetings of the shareholders held for the purpose of
electing directors during such times as the holders of the Company
Preferred Stock shall have the exclusive right to elect a majority of the
directors of the Company, the presence in person or by proxy of the
holders of a majority of the outstanding shares of Common Stock shall be
required to constitute a quorum of such class for the election of
directors, and the presence in person or by proxy of the holders of a
majority of the outstanding shares of the Company Preferred Stock {of all
series} shall be required to constitute a quorum of such class for the
election of directors; provided, however, that the absence of a quorum of
the holders of stock of either class shall not prevent the election at any
such meeting, or adjournment thereof, of directors by the other class if
the necessary quorum of the holders of stock of such class is present in
person or by proxy at such meeting; and provided, further, that, in the
absence of a quorum of the holders of stock of either class, a majority of
those holders of such stock who are present in person or by proxy shall
have the power to adjourn the election of those directors to be elected by
that class from time to time without notice, other than announcement at
the meeting, until the requisite amount of holders of stock of such class
shall be present in person or by proxy.

          At all elections of directors, {each shareholder} shareholders
will be entitled to as many votes as shall equal the number of {his} their
shares of stock multiplied by the number of directors to be elected for
whom such {shareholder} shareholders may vote, and {he} they may cast all
of such votes for a single director or may distribute them among the
number to be voted for, or any two or more of them, as {he} they may see
fit.

          For the purposes of the foregoing provisions, the Company
Preferred Stock of all series shall be deemed to be a single class.

                               PRE-EMPTIVE RIGHTS

          The holders of shares of Preferred Stock, Class A Preferred
Stock, or of Common Stock shall have no pre-emptive rights to subscribe
for or purchase any additional issues of shares of the capital stock of
the Company of any class now or hereafter authorized or any {Preferred
Stock,} bonds, debentures, or other obligations or rights or options
convertible into or exchangeable for or entitling the holder or owner to
subscribe for or purchase any shares of capital stock, or any rights to
exchange shares issued for shares to be issued.


                              PREFERRED STOCK PROXY
                       SOLICITED BY THE BOARD OF DIRECTORS
                       FOR SPECIAL MEETING OF SHAREHOLDERS

The undersigned appoints W.T. MC CORMICK, JR. and T.A. MC NISH, and each
of them, proxies with full power of substitution, to vote on behalf of the
undersigned at a special meeting of shareholders of Consumers Power
Company to be held at the Company's Offices, 212 W. Michigan, Jackson
Michigan at 4:00 PM on Monday January 31, 1994 and at any adjournment or
adjournments thereof.  Said proxies, and each of them present and acting
at the meeting, may vote upon the matters set forth on the reverse side
hereof and with discretionary authority on all other matters that come
before the meeting; all as more fully set forth in the Proxy Statement
received by the undersigned.  The shares represented hereby will be voted
on the proposal as specified.  IF THIS PROXY IS RETURNED SIGNED BUT NOT
COMPLETE, IT WILL BE VOTED IN FAVOR OF THE PROPOSAL.





                        PLEASE VOTE, SIGN AND DATE THIS
                        PROXY ON THE REVERSE SIDE AND
                        RETURN IT IN THE ENCLOSED ENVELOPE.

                        Thank you for your prompt response.




                        PLEASE VOTE, SIGN AND DATE BELOW

PROPOSAL:
- ---------

Amend Article IV and Article VII of the Company's Articles of
Incorporation to create a new class of Preferred Stock designated as Class
A Preferred Stock and to give the Board of Directors authority to issue up
to 16,000,000 shares thereof.

                        ___  FOR     ___  AGAINST     ___  ABSTAIN

                        The Board of Directors recommends a vote
                        FOR THE PROPOSAL.


PLEASE SIGN, DATE AND RETURN THIS             _________________________
PROXY IN THE ENCLOSED ENVELOPE.               _________________________
No postage is needed if mailed in the
United States.                                Dated______________, 1994