S-3MEF

As filed with the Securities and Exchange Commission on September 23, 2004

Registration No. [333-            ]

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Michigan Consolidated Gas Company

(Exact Name of Registrant as Specified in its charter)

Michigan	38-0478040
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2000 2nd Avenue

Detroit, Michigan 48226

(313) 235-4000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Susan M. Beale

Vice President and Corporate Secretary

Michigan Consolidated Gas Company

2000 2nd Avenue

Detroit, Michigan 48226

(313) 235-4000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Teresa M. Sebastian
DTE Energy Company
2000 2nd Avenue
Detroit, Michigan 48226
(313) 235-4000 Richard L. Harden
Hunton & Williams LLP
200 Park Avenue
New York, New York 10166
(212) 309-1246

     Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective depending on market conditions.

     If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.     o

     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.     o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. þ     Registration No. 333-63370

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.     o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.     o

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum	Amount of
Title of Each Class of	Amount To Be	Offering Price	Aggregate	Registration
Securities to be Registered	Registered	Per Unit(1)	Offering Price	Fee
Senior Debt Securities	$20,000,000	100%	$20,000,000	$2,534

(1)  Estimated solely for purposes of calculating the registration fee.

TABLE OF CONTENTS

Opinion and Consent of Hunton & Williams LLP

Opinion and Consent of Thomas A. Hughes Esq., V.P.

Computation of Ratio of Earnings to Fixed Charges

Awareness Letter of Deloitte & Touche LLP

Consent of Independent Registered Public Accounting Firm

EXPLANATORY NOTE

AND

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

      This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction IV of Form S-3, both promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to Rule 462(b), the contents of the Registration Statement on Form S-3 (File No. 333-63370) filed by Michigan Consolidated Gas Company pursuant to the Securities Act on June 19, 2001, as amended, including the exhibits thereto, and declared effective by the Commission on July 3, 2001, are hereby incorporated herein by reference. Pursuant to Rule 462(b) under the Securities Act, this Registration Statement is to be effective upon filing.

1

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.      List of Exhibits

Exhibit No.			Description
	5	.1(a)	Opinion and Consent of Hunton & Williams LLP, regarding certain matters related to New York law.
	5	.1(b)	Opinion and Consent of Thomas A. Hughes, Esq., Vice President and General Counsel for MichCon, regarding validity of securities being registered.
	12		Computation of Ratio of Earnings to Fixed Charges
	15	.1	Awareness Letter of Deloitte & Touche LLP
	23	.1	Consent of Independent Registered Public Accounting Firm — Deloitte & Touche LLP.
	23	.2	Consent of Hunton & Williams LLP (included in Exhibit 5.1(a))
	23	.3	Consent of Thomas A. Hughes, Esq., Vice President and General Counsel for MichCon (included in Exhibit 5.1(b)).
	24		Power of Attorney (included on page II-3 of this Registration Statement)

II-1

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on the 23rd day of September, 2004.

MICHIGAN CONSOLIDATED GAS COMPANY,

(Registrant)

By:  /s/ ANTHONY F. EARLEY, JR.

Anthony F. Earley, Jr.

Chairman of the Board and

Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ ANTHONY F. EARLEY, JR. Anthony F. Earley, Jr.	Chairman of the Board, Chief Executive Officer and Director	September 23, 2004
/s/ DAVID E. MEADOR David E. Meador	Senior Vice President, Chief Financial Officer and Director	September 23, 2004
/s/ DANIEL G. BRUDZYNSKI Daniel G. Brudzynski	Vice President and Controller	September 23, 2004
/s/ SUSAN M. BEALE Susan M. Beale	Director, Vice President and Corporate Secretary	September 23, 2004

II-2

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas A. Hughes, General Counsel and N.A. Khouri, Vice President and Treasurer, and each of them, the undersigned’s true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in ratifying and confirming all the said attorneys-in-fact and agents, or any of them, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/ ANTHONY F. EARLEY, JR. Anthony F. Earley, Jr.	Chairman of the Board, Chief Executive Officer and Director	September 23, 2004
/s/ DAVID E. MEADOR David E. Meador	Senior Vice President, Chief Financial Officer and Director	September 23, 2004
/s/ DANIEL G. BRUDZYNSKI Daniel G. Brudzynski	Vice President and Controller	September 23, 2004
/s/ SUSAN M. BEALE Susan M. Beale	Director, Vice President and Corporate Secretary	September 23, 2004

II-3

EXHIBIT INDEX

Exhibit
Number			Exhibit Title
	5	.1(a)	Opinion and Consent of Hunton & Williams LLP, regarding certain matters related to New York law.
	5	.1(b)	Opinion and Consent of Thomas A. Hughes, Esq., Vice President and General Counsel for MichCon, regarding validity of securities being registered.
	12		Computation of Ratio of Earnings to Fixed Charges
	15	.1	Awareness Letter of Deloitte & Touche LLP
	23	.1	Consent of Independent Registered Public Accounting Firm — Deloitte & Touche LLP.
	23	.2	Consent of Hunton & Williams LLP (included in Exhibit 5.1(a))
	23	.3	Consent of Thomas A. Hughes, Esq., Vice President and General Counsel for MichCon (included in Exhibit 5.1(b)).
	24		Power of Attorney (included on page II-3 of this Registration Statement)

II-4 EX-5.1(A) 2 k87908exv5w1xay.htm OPINION AND CONSENT OF HUNTON & WILLIAMS LLP

EXHIBIT 5.1(a)

September 23, 2004

Michigan Consolidated Gas Company
2000 2nd Avenue
Detroit, Michigan 48226

Ladies and Gentlemen:

We have acted as special counsel to Michigan Consolidated Gas Company, a Michigan corporation (the “Company”), in connection with the filing by the Company pursuant to Rule 462(b) of a Registration Statement on Form S-3 (the “Registration Statement”) relating to $20,000,000 aggregate initial public offering price of its senior debt securities (the “Senior Debt Securities”). The Senior Debt Securities will be issued under an Indenture, dated as of June 1, 1998, as amended, supplemented or modified from time to time, between the Company and Citibank, N.A, as trustee (the “Senior Indenture”), and will be secured by the pledge by the Company of First Mortgage Bonds issued under and ratably secured by the Indenture of Mortgage and Deed of Trust, dated as of March 1, 1944, as supplemented and amended, including in particular by the Twenty-ninth Supplemental Indenture providing for, among other things, the modification and restatement of said Indenture, between the Company and Citibank, N.A., as the mortgage trustee.

We have examined such documents and records and made such investigation as we deemed appropriate or necessary, including examining the Registration Statement and Senior Indenture.

Based upon the foregoing, subject to the limitations set forth herein and having regard for such legal considerations as we deem relevant, we are of the opinion that when the Senior Debt Securities have been duly executed and authenticated in accordance with the terms of the Senior Indenture and issued and sold as contemplated in the Registration Statement, the Senior Debt Securities will constitute legal, valid and binding obligations of the Company subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws of general application relating to or affecting the enforcement of creditors’ rights and (ii) the effect of general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, whether considered in a proceeding in equity or at law.

This opinion is limited to and is given on the basis of the laws of the State of New York as they exist on the date hereof. In giving this opinion, we have, with your permission, relied as to matters of Michigan law upon the opinion of Thomas A. Hughes, General Counsel of the Company, which is being filed as an exhibit to the Registration Statement.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

Very truly yours,

/s/ Hunton & Williams LLP

EX-5.1(A)

exv5w1xay

EX-5.1(B)

EXHIBIT 5.1(b)

September 23, 2004

Michigan Consolidated Gas Company
2000 2nd Avenue
Detroit, Michigan 48226

Ladies and Gentlemen:

In connection with the filing by Michigan Consolidated Gas Company, a Michigan corporation (the “Company”), pursuant to Rule 462(b), of a Registration Statement on Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended, $20,000,000 aggregate initial public offering price of the Company’s Senior Debt Securities (as described in the Prospectus forming a part of the Registration Statement), I, as Vice President and General Counsel of the Company, in conjunction with the members of the Legal Department of the Company, have examined such certificates, instruments and documents and reviewed such questions of law as I have considered necessary or appropriate for the purposes of this opinion. The Senior Debt Securities will be issued under a Senior Indenture, dated as of June 1, 1998, as amended, supplemented or modified from time to time, between the Company and Citibank, N.A, as trustee (the “Senior Indenture”), and will be secured by the pledge by the Company of First Mortgage Bonds issued under and ratably secured by the Indenture of Mortgage and Deed of Trust, dated as of March 1, 1944, as supplemented and amended, including in particular by the Twenty-ninth Supplemental Indenture providing for, among other things, the modification and restatement of said Indenture, between the Company and Citibank, N.A., as the mortgage trustee.

Based upon the foregoing examination and review, it is my opinion that:

     1. The Company is duly incorporated and validly existing as a corporation under the laws of the State of Michigan.

     2. The Senior Debt Securities have been duly authorized by all requisite action (corporate or otherwise) by the Company, and when (a) the Registration Statement has become effective under the Securities Act of 1933, as amended, (b) the applicable supplemental indentures supplementing the Senior Indenture shall have been duly executed and delivered and, (c) the individual series of Senior Debt Securities shall have been duly executed, authenticated, issued and delivered against payment therefor, the Senior Debt Securities will thereupon be validly issued and binding obligations of the Company.

September 23, 2004
Michigan Consolidated Gas Company
Page 2

I am qualified to practice law in the State of Michigan, and in rendering this opinion, my examination of matters of law has been limited to, and I express no opinion as to the laws of any jurisdictions other than, the laws of the State of Michigan and the Federal laws of the United States. Hunton and Williams LLP may rely on this opinion as to matters of Michigan law in rendering their opinion of even date herewith.

I consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me under the captions “Legal Matters” in the Prospectus, forming a part of the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act, as amended.

Very truly yours,

/s/ Thomas A. Hughes

Thomas A. Hughes

Vice President and General Counsel

EX-12

EXHIBIT 12

COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES

MICHIGAN CONSOLIDATED GAS COMPANY AND SUBSIDIARIES

(Thousands of Dollars)

	Six Months
	Ended June 30		Twelve Months Ended December 31
	2004		2003			2002		2001			2000		1999
EARNINGS
Pre-tax income (loss)	$	33,504	$	44,808		$	32,449	$	(65,867	)	$	163,915	$	162,389
Fixed charges		28,918		58,175			61,651		60,933			61,884		59,340
Earnings	$	62,422	$	102,983		$	94,100	$	(4,934	)	$	225,799	$	221,729
FIXED CHARGES
Interest expense	$	26,708	$	54,948		$	57,128	$	55,305		$	58,700	$	55,891
Interest capitalized		730		1,089			936		565			811		1,190
Amortization of debt discounts, premium and expense		1,109		1,954			1,844		1,588			1,121		1,144
Interest factor of rents		371		514			525		1,095			1,252		1,115
SFAS 133 Swap marked-to-market		—		(330	)		1,218		2,380			—		—
Fixed charges	$	28,918	$	58,175		$	61,651	$	60,933		$	61,884	$	59,340
Ratio of Earnings to Fixed Charges		2.16		1.77			1.53					3.65		3.74
Coverage Deficiency (1)								$	(66,432	)

(1) The earnings for the twelve-month period ended December 31, 2001 were not adequate to cover fixed charges. The amount of the deficiency was $66,432,000. The Ratio of Earnings to Fixed Charges excluding unusual charges would have been 1.62.

EX-15.1

EXHIBIT 15.1

September 22, 2004

Michigan Consolidated Gas Company
Detroit, Michigan

We have made a review, in accordance with standards of the Public Company Accounting Oversight Board (United States), of the unaudited interim financial information of Michigan Consolidated Gas Company and subsidiaries for the periods ended March 31, 2004 and 2003 and June 30, 2004 and 2003, as indicated in our reports dated May 5, 2004 and August 3, 2004, respectively (the report dated August 3, 2004 included an explanatory paragraph regarding Michigan Consolidated Gas Company’s application of the provisions of Financial Accounting Standards Board Staff Position No. 106-2, which relates to accounting for the effects of the Medicare Prescription Drug, Improvement and Modernization Act of 2003, retroactive to January 1, 2004); because we did not perform an audit, we expressed no opinion on that information.

We are aware that our reports referred to above, which were included in your Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004 and June 30, 2004, are being used in this Registration Statement.

We also are aware that the aforementioned reports, pursuant to Rule 436(c) under the Securities Act of 1933, are not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

DELOITTE & TOUCHE LLP

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement of Michigan Consolidated Gas Company on Form S-3 of our report dated March 1, 2004 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the change in the method of accounting for asset retirement obligations in 2003), appearing in the Annual Report on Form 10-K of Michigan Consolidated Gas Company for the year ended December 31, 2003.

DELOITTE & TOUCHE LLP

Detroit, Michigan
September 22, 2004