8-K/A

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 4, 2005

CMS Energy Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Michigan	001-09513	38-2726431
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
One Energy Plaza, Jackson, Michigan		49201
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 517-788-0550

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Consumers Energy Company
__________________________________________
(Exact name of registrant as specified in its charter)

Michigan	001-05611	38-0442310
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
One Energy Plaza, Jackson, Michigan		49201
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 517-788-0550

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On March 30, 2005, Consumers Energy Company filed a Form 8-K regarding the issuance and sale of $300 million principal amount of its 5.65 percent First Mortgage Bonds due 2020 (the "Bonds"), pursuant to an effective shelf Registration Statement on Form S-3 (No 333-120611) (the "Consumers Registration Statement") and a Prospectus Supplement dated March 21, 2005 to a Prospectus dated December 1, 2004. This amendment is being filed to file the correct opinion regarding the legality of the Bonds as an exhibit to the Consumers Registration Statement.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

5.1 Opinion of Robert C. Shrosbree, Esq., Assistant General Counsel of CMS Energy, dated April 4, 2005, regarding the legality of the Bonds issued by Consumers

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 hereunto duly authorized.

	CMS Energy Corporation
April 4, 2005	By:	David W. Joos
		Name: David W. Joos
		Title: President and Chief Executive Officer

	Consumers Energy Company
April 4, 2005	By:	David W. Joos
		Name: David W. Joos
		Title: Chief Executive Officer

Exhibit Index

Exhibit No.	Description
5.1	Opinion of Robert C. Shrosbree, Esq., Assistant General Counsel of CMS Energy, dated April 4, 2005, regarding the legality of the Bonds issued by Consumers

EX-5.1

Robert C. Shrosbree
Assistant General Counsel

April 4, 2005

Consumers Energy Company
One Energy Plaza
Jackson, MI 49201

RE: Consumers Energy Company

$300,000,000 5.65% First Mortgage Bonds due 2020

Ladies and Gentlemen:

I am the Assistant General Counsel of CMS Energy Corporation, a Michigan corporation, of which Consumers Energy Company, a Michigan corporation (the “Company”), is a wholly owned indirect subsidiary. I have acted as special counsel to the Company with respect to the issuance and sale of $300,000,000 aggregate principal amount of its 5.65% First Mortgage Bonds due 2020 (the “Bonds”) issued under the Indenture dated as of September 1, 1945 between the Company and JPMorgan Chase Bank, N.A., as Trustee, as amended by certain supplemental indentures thereto including the 100^th Supplemental Indenture dated as of March 24, 2005 relating to the Bonds. The Company issued and sold the Bonds pursuant to an effective shelf Registration Statement on Form S-3 (No 333-120611) (the “Registration Statement”) and a Prospectus Supplement dated March 21, 2005 to a Prospectus dated December 1, 2004.

In rendering the opinions expressed below, I, or attorneys acting under my supervision, have examined originals, or copies of originals certified to my satisfaction, of such agreements, documents, certificates and other statements of governmental officials and corporate officers and such other papers and evidence, as I have deemed relevant and necessary as a basis for such opinions. I have assumed the authenticity of all documents submitted to me as originals, the genuineness of all signatures, and the legal capacity of all natural persons and the conformity with the original documents of any copies thereof submitted to me for examination. I have further assumed without investigation that each document submitted to me for review and relied upon for this opinion is accurate and complete as of the date given to the date hereof.

On the basis of such review, I am of the opinion that the Bonds have been legally issued by the Company and constitute the valid and binding obligations of the Company, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).

I hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K/A filed on April 4, 2005, which is incorporated by reference in the Registration Statement.

Very truly yours,

/s/ Robert C. Shrosbree

Robert C. Shrosbree