10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended September 30, 2005

Commission file number 1-7310

The registrant meets the conditions set forth in General Instructions H (1) (a) and (b) of Form 10-Q and is, therefore, filing this Form with the reduced disclosure format.

MICHIGAN CONSOLIDATED GAS COMPANY

(Exact name of registrant as specified in its charter)

Michigan	38-0478040
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
2000 2nd Avenue, Detroit, Michigan (Address of principal executive offices)	48226-1279 (Zip Code)

313-235-4000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ            No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes o            No þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o            No þ

Michigan Consolidated Gas Company

Quarterly Report on Form 10-Q

Quarter Ended September 30, 2005

Table of Contents

	Page
	Number
DEFINITIONS		1
FORWARD-LOOKING STATEMENTS		2
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statement of Operations		7
Consolidated Statement of Financial Position		8
Consolidated Statement of Cash Flows		10
Consolidated Statement of Retained Earnings and Comprehensive Income		11
Notes to Consolidated Financial Statements		12
Report of Independent Registered Public Accounting Firm		19
Item 2. Management’s Narrative Analysis of the Results of Operations		3
Item 4. Controls and Procedures		6
PART II — OTHER INFORMATION
Item 1. Legal Proceedings		20
Item 6. Exhibits		20
SIGNATURE		21
Awareness Letter of Deloitte & Touche LLP
Chief Executive Officer Section 302 Certification
Chief Financial Officer Section 302 Certification
Chief Executive Officer Section 906 Form 10-Q Certification
Chief Financial Officer Section 906 Form 10-Q Certification

Definitions

Customer Choice	Statewide initiatives giving customers in Michigan the option to choose alternative suppliers for gas.
DTE Energy	DTE Energy Company, directly or indirectly the parent of Detroit Edison, MichCon and numerous non-utility subsidiaries.
End User Transportation	A gas delivery service historically provided to large-volume commercial and industrial customers who purchase natural gas directly from producers or brokerage companies. Under MichCon’s Customer Choice program that began in 1999, this service is also provided to residential customers and small-volume commercial and industrial customers.
Enterprises	DTE Enterprises Inc., indirectly the parent of MichCon.
Gas storage	For MichCon, the process of injecting, storing, and withdrawing natural gas from a depleted underground natural gas field.
GCR	A gas cost recovery mechanism authorized by the MPSC, permitting MichCon to pass the cost of natural gas to its customers.
Intermediate Transportation	A gas delivery service provided to producers, brokers and other gas companies that own the natural gas, but are not the ultimate consumers.
MichCon	Michigan Consolidated Gas Company, an indirect, wholly-owned natural gas distribution and intrastate transmission subsidiary of Enterprises.
MPSC	Michigan Public Service Commission.
SFAS	Statement of Financial Accounting Standards.
Units of Measurement:
Bcf	Billion cubic feet of gas.
Mcf	Thousand cubic feet of gas.

1

Forward-Looking Statements

Certain information presented herein includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve certain risks and uncertainties that may cause actual future results to differ materially from those contemplated, projected, estimated or budgeted. Many factors may impact forward-looking statements including, but not limited to, the following:

• the effects of weather and other natural phenomena on operations and sales to customers, and purchases from suppliers;

• economic climate and population growth or decline in the geographic areas where we do business;

• environmental issues, laws and regulations, and the cost of remediation and compliance associated therewith;

• implementation of the gas Customer Choice program;

• impact of gas utility restructuring in Michigan, including legislative amendments;

• employee relations and the impact of collective bargaining agreements;

• access to capital markets and capital market conditions and the results of other financing efforts which can be affected by credit agency ratings;

• the timing and extent of changes in interest rates;

• the level of borrowing;

• changes in the cost and availability of natural gas;

• effects of competition;

• impact of regulation by the MPSC and other applicable governmental proceedings and regulations;

• changes in federal, state and local tax laws or their interpretations, including the Internal Revenue Code, regulations, rulings, court proceedings and audits;

• the ability to recover costs through rate increases;

• the availability, cost, coverage and terms of insurance;

• the cost of protecting assets against, or damage due to, terrorism;

• changes in accounting standards and financial reporting regulations;

• changes in federal or state laws or their interpretation with respect to regulation, energy policy and other business issues;

• uncollectible accounts receivable; and

• changes in the economic and financial viability of our suppliers and customers, and the continued ability of such parties to perform their obligations to the Company.

New factors emerge from time to time. We cannot predict what factors may arise or how such factors may cause our results to differ materially from those contained in any forward-looking statement. Any forward-looking statements speak only as of the date on which such statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.

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Management’s Narrative Analysis of the Results of Operations

The Management’s Narrative Analysis of the Results of Operations discussion for MichCon is presented in accordance with General Instruction H(2)(a) of Form 10-Q.

OVERVIEW

MichCon reported income of $159 million and $96 million for the third quarter and nine-month period of 2005, respectively, compared with losses of $53 million and $20 million for the comparable 2004 periods. Results for the third quarter and nine-month period of 2005 were impacted by income tax effective tax rate adjustments and the April 2005 MPSC gas cost recovery and final rate orders.

Gas cost recovery order - In December 2001, the MPSC issued an order that permitted MichCon to implement gas cost recovery (GCR) factors up to $3.62 per thousand cubic feet (Mcf) for January 2002 billings and up to $4.38 per Mcf for the remainder of 2002. The order allowed MichCon to recognize a regulatory asset representing the difference between the $4.38 factor and the $3.62 factor for volumes that were unbilled at December 31, 2001. On April 28, 2005, the MPSC issued an order in the 2002 GCR reconciliation case that disallowed $26 million plus accrued interest of $3 million. We recorded the impact of the disallowance in the first quarter of 2005.

Gas final rate order - On April 28, 2005, the MPSC issued an order for final rate relief. The MPSC granted a base rate increase to MichCon of $61 million annually, effective April 29, 2005. This amount is an increase of $26 million over the $35 million in interim rate relief approved in September 2004. The rate increase was based on a 50% debt and 50% equity capital structure and an 11% rate of return on common equity.

The MPSC adopted MichCon’s proposed tracking mechanism for uncollectible accounts receivable. Each year, MichCon will file an application comparing its actual uncollectible expense to its designated revenue recovery of approximately $37 million. Ninety percent of the difference will be refunded or surcharged after an annual reconciliation proceeding before the MPSC. The MPSC also approved the deferral of the non-capitalized portion of the negative pension expense. MichCon will record a regulatory liability in its financial statements for any negative pension costs as determined under generally accepted accounting principles. In addition, the order provided for $25 million in rates to recover safety and training costs. There is a one-way tracking mechanism that provides for refunding the portion of the $25 million not expended on an annual basis.

The MPSC order reduces MichCon’s depreciation rates and the related revenue requirement associated with depreciation expense by $14.5 million and is designed to have no impact on net income.

The MPSC did not allow the recovery of approximately $25 million of merger interest costs allocated to MichCon that were incurred by DTE Energy as a result of the acquisition of MCN Energy.

The MPSC order also resulted in the disallowance of computer system and equipment costs and adjustments to environmental regulatory assets and liabilities. The MPSC disallowed recovery of 90% of the costs of a computer billing system that was in place prior to DTE Energy’s acquisition of MCN Energy in 2001. As a result of the order, we recognized an impairment of this asset of approximately $42 million in the first quarter of 2005. The MPSC disallowed approximately $6 million of certain computer equipment and related depreciation and the recovery of certain internal labor and legal costs related to remediation of

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manufactured gas plant sites of approximately $6 million. The MPSC order resulted in an additional $5 million charge due to a change in the allocation of historical manufactured gas plant insurance proceeds.

RESULTS OF OPERATIONS

	Quarter			Nine Months
Increase (Decrease) in Income Statement Components Compared to Prior Year
(in Millions)
Operating revenues	$	51		$	160
Cost of gas		36			145
Gross margin		15			15
Operation and maintenance		3			13
Depreciation, depletion and amortization		(5	)		(8	)
Taxes other than income		(3	)		(2	)
Asset (gains) and losses, net		—			50
Other (income) and deductions		(1	)		(1	)
Income tax provision		(191	)		(153	)
Net income	$	212		$	116

Gross margins increased $15 million for both the third quarter and nine-month periods of 2005.

Operating revenues increased $51 million and $160 million for the third quarter and nine-month period of 2005, respectively. The increases are primarily attributed to increased recorded GCR revenue due to higher average gas purchase rates and by the final rate order. Changes to gas costs result in changes to GCR revenues since those costs are collectible through the GCR mechanism. The increase for the nine-month period was partially offset by the impact of the April 2005 MPSC GCR order disallowing $26 million representing unbilled revenues at December 2001. Additionally, gas sales revenues and volumes reflect the impact of weather, which was 1% colder in the nine-month period of 2005 from the comparable 2004 period.

Cost of gas is affected by variations in sales volumes, cost of purchased gas and related transportation costs, and the effects of any permanent liquidation of inventory gas. Cost of gas sold increased $36 million in the third quarter and increased $145 million in the nine-month period of 2005. The average cost of gas sold increased $4.21 per Mcf (82%) in the third quarter and increased $1.39 per Mcf (23%) in the nine-month period of 2005.

End user transportation revenues increased $4 million and $9 million for the third quarter and nine-month period of 2005, respectively, due to contractually driven adjustments to end user transportation contracts, rate relief and additional throughput for gas-fueled electricity generation.

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	Quarter				Nine Months
	2005		2004		2005		2004
Gas Markets (in Millions)
Gas sales	$	147	$	107	$	1,105	$	963
End user transportation		24		20		97		88
		171		127		1,202		1,051
Intermediate transportation		14		11		40		38
Other		21		17		59		52
	$	206	$	155	$	1,301	$	1,141
Gas Markets (in Bcf)
Gas sales		10		12		114		117
End user transportation		34		27		116		107
		44		39		230		224
Intermediate transportation		95		128		313		431
		139		167		543		655

Operation and maintenance expense increased $3 million and $13 million for the third quarter and nine-month period of 2005, respectively. The increase is primarily due to the impact of the MPSC final rate order which disallowed certain environmental expenses that had been recorded as a regulatory asset and its requirement to defer negative pension expense as a regulatory liability. Uncollectible accounts receivables expense increased in the third quarter and nine-month period of 2005 reflecting higher past due amounts attributable to an increase in gas prices, continued weak economic conditions and inadequate government-sponsored assistance for low-income customers. The increase in operation and maintenance expense was partially offset by the DTE Energy parent company no longer allocating merger-related interest to MichCon effective in April 2005 as a result of the disallowance of those costs in the MPSC’s final rate order. The increase was also partially offset by a decline in accruals for injuries and damages for the third quarter and nine-month period of 2005.

Asset gains and losses, net decreased $50 million for the nine-month period due to the disallowances of approximately $42 million of costs related to a computer billing system and $6 million of certain computer equipment and related depreciation, as previously discussed. In March 2004, we recorded a $2 million gain from the sale of a gas storage facility.

Income taxes decreased $191 million and $153 million for the third quarter and nine-month period of 2005, respectively. Results reflect adjustments in both years to reflect the projected annual effective income tax rate. There were favorable adjustments of $176 million and $124 million for the 2005 third quarter and nine-month period, respectively, compared to unfavorable adjustments of $23 million and $15 million for the corresponding 2004 periods. The adjustments were required to be consistent with the estimated annual effective tax rate. The 2005 effective income tax rate is unusually high due to the relationship of annual tax adjustments to the expected low level of annual pretax income that has been impacted by rate order considerations. The effective rate adjustments are expected to reverse in the fourth quarter.

Outlook – Operating results are expected to vary as a result of factors such as regulatory proceedings, weather and changes in economic conditions, and cost containment efforts and process improvements. We expect a loss in the 2005 fourth quarter due to the reversal of the favorable income tax adjustments recorded through the current nine-month period. Higher gas prices and economic conditions have resulted in an increase in past due receivables. We believe our allowance for doubtful accounts is based on reasonable estimates. In the April 2005 final gas rate order, the MPSC adopted our proposed tracking mechanism for

5

uncollectible accounts receivable. Each year, we will file an application comparing our actual uncollectible expense to our designated revenue recovery of approximately $37 million. Ninety percent of the difference will be refunded or surcharged to customers after an annual reconciliation proceeding before the MPSC. We also may be impacted by the delayed collection of underrecoveries of our gas supply costs and gas account accounts receivable as a result of recent MPSC orders.

See Note 3 – Regulatory Matters.

CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures

Management of the Company carried out an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2005, which is the end of the period covered by this report. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that such controls and procedures are effective in ensuring that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Due to the inherent limitations in the effectiveness of any disclosure controls and procedures, management cannot provide absolute assurance that the objectives of its disclosure controls and procedures will be met.

(b) Changes in internal control over financial reporting

There has been no change in the Company’s internal control over financial reporting during the quarter ended September 30, 2005 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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MICHIGAN CONSOLIDATED GAS COMPANY

CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

	Three Months Ended						Nine Months Ended
	September 30						September 30
(in Millions)	2005			2004			2005			2004
Operating Revenues	$	206		$	155		$	1,301		$	1,141
Operating Expenses
Cost of gas		100			64			858			713
Operation and maintenance		93			90			308			295
Depreciation, depletion and amortization		23			28			73			81
Taxes other than income		9			12			35			37
Asset (gains) and losses, net (Note 3)		—			—			48			(2	)
		225			194			1,322			1,124
Operating Income (Loss)		(19	)		(39	)		(21	)		17
Other (Income) and Deductions
Interest expense		14			14			42			41
Interest income		(3	)		(2	)		(8	)		(7	)
Other		—			—			—			1
		11			12			34			35
Loss Before Income Taxes		(30	)		(51	)		(55	)		(18	)
Income Tax Provision (Benefit)		(189	)		2			(151	)		2
Net Income (Loss)	$	159		$	(53	)	$	96		$	(20	)

See Notes to Consolidated Financial Statements (Unaudited)

7

MICHIGAN CONSOLIDATED GAS COMPANY

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

	September 30, 2005			December 31,
(in Millions)	(Unaudited)			2004
ASSETS
Current Assets
Cash and cash equivalents	$	1		$	—
Accounts receivable
Customer (less allowance for doubtful accounts of $80 and $71, respectively)		115			184
Accrued unbilled revenues		32			167
Other		75			82
Accrued gas cost recovery revenue		21			55
Inventories
Gas		217			89
Material and supplies		15			15
Gas customer choice deferred asset		56			56
Other		37			21
		569			669
Property, Plant and Equipment		3,204			3,195
Less accumulated depreciation, depletion and amortization		(1,447	)		(1,409	)
		1,757			1,786
Other Assets
Other investments		90			92
Notes receivable		80			81
Regulatory assets		56			64
Prepaid benefit costs and due from affiliate		391			367
Other		12			17
		629			621
Total Assets	$	2,955		$	3,076

See Notes to Consolidated Financial Statements (Unaudited)

8

MICHIGAN CONSOLIDATED GAS COMPANY

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

	September 30, 2005			December 31,
(in Millions)	(Unaudited)			2004
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities
Accounts payable	$	193		$	149
Dividends payable		13			13
Short-term borrowings		171			242
Current portion of long-term debt, including capital leases		40			—
Federal income, property and other taxes payable		20			38
Regulatory liabilities		—			28
Other		70			72
		507			542
Other Liabilities
Deferred income taxes		58			184
Regulatory liabilities		571			564
Unamortized investment tax credit		17			18
Accrued postretirement benefit costs		131			118
Accrued environmental costs		19			17
Other		58			57
		854			958
Long-Term debt, including capital lease obligations		745			785
Contingencies (Notes 3 and 5)
Shareholder’s Equity
Common stock, $1 par value, 15,100,000 shares authorized, 10,300,000 shares issued and outstanding		10			10
Additional paid in capital		432			432
Retained earnings		408			350
Accumulated other comprehensive loss		(1	)		(1	)
		849			791
Total Liabilities and Shareholder’s Equity	$	2,955		$	3,076

See Notes to Consolidated Financial Statements (Unaudited)

9

MICHIGAN CONSOLIDATED GAS COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

	Nine Months Ended
	September 30
	2005			2004
(in Millions)
Operating Activities
Net income (loss)	$	96		$	(20	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation, depletion and amortization		73			81
Deferred income taxes and investment tax credit, net		(140	)		22
Asset (gains) and losses, net		48			(2	)
Changes in assets and liabilities:
Accounts receivable, net		76			90
Accrued unbilled revenues		135			90
Inventories		(128	)		(65	)
Property taxes assessed applicable to future periods		(11	)		(10	)
Postretirement obligation		13			11
Prepaid benefit costs and due from affiliate		(24	)		(26	)
Accrued gas cost recovery		6			(52	)
Accounts payable		44			14
Federal income, property and other taxes payable		(18	)		(18	)
Other assets		18			20
Other liabilities		5			(5	)
Net cash from operating activities		193			130
Investing Activities
Capital expenditures		(84	)		(72	)
Proceeds from sale of assets		—			5
Other		1			1
Net cash used for investing activities		(83	)		(66	)
Financing Activities
Redemption of long-term debt		—			(3	)
Short-term borrowings, net		(71	)		(23	)
Dividends paid		(38	)		(38	)
Net cash used for financing activities		(109	)		(64	)
Net Increase in Cash and Cash Equivalents		1			—
Cash and Cash Equivalents at Beginning of Period		—			1
Cash and Cash Equivalents at End of Period	$	1		$	1
Supplementary Cash Flow Information
Interest paid (excluding interest capitalized)	$	45		$	46
Income taxes paid		—			—

See Notes to Consolidated Financial Statements (Unaudited)

10

MICHIGAN CONSOLIDATED GAS COMPANY

CONSOLIDATED STATEMENT OF RETAINED EARNINGS

AND COMPREHENSIVE INCOME (UNAUDITED)

	Nine Months Ended
	September 30
	2005			2004
(in Millions)
Balance – beginning of period	$	350		$	381
Net income (loss)		96			(20	)
Common stock dividends declared		(38	)		(38	)
Balance – end of period	$	408		$	323

The following table displays other comprehensive income (loss) for the nine-month periods ended September 30:

(in Millions)	2005		2004
Net income (loss)	$	96	$	(20	)
Other comprehensive loss, net of tax:
Net unrealized losses on derivatives:
Losses arising during the period, net of taxes of $- and $(1), respectively		—		(1	)
		—		(1	)
Comprehensive income (loss)	$	96	$	(21	)

See Notes to Consolidated Financial Statements (Unaudited)

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Michigan Consolidated Gas Company

Notes to Consolidated Financial Statements (Unaudited)

NOTE 1 — GENERAL

These consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements included in our 2004 Annual Report on Form 10-K.

The accompanying consolidated financial statements are prepared using accounting principles generally accepted in the United States of America. These accounting principles require us to use estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results may differ from those estimates.

The consolidated financial statements are unaudited, but in our opinion, include all adjustments necessary for a fair statement of the results for the interim periods. Financial results for this interim period are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year.

We reclassified certain prior year balances to match the current year’s financial statement presentation.

Asset Retirement Obligations

SFAS No. 143, “Accounting for Asset Retirement Obligations,” requires that the fair value of an asset retirement obligation be recognized in the period in which it is incurred. We believe that adoption of SFAS No. 143 results primarily in timing differences in the recognition of legal asset retirement costs that we are currently recovering in rates and will be deferring such differences under SFAS No. 71, “Accounting for the Effects of Certain Types of Regulation.”

A reconciliation of the asset retirement obligation for the 2005 nine-month period follows:

(in Millions)
Asset retirement obligations at January 1, 2005	$	5
Accretion		—
Liabilities settled		—
Asset retirement obligations at September 30, 2005	$	5

Retirement Benefits and Trusteed Assets

MichCon sponsors a defined benefit retirement plan for eligible MichCon represented employees. MichCon also participates in a defined benefit retirement plan sponsored by Detroit Edison for its nonrepresented employees, which is treated as a plan covering employees of various affiliates of DTE Energy from the affiliates’ perspective. We are allocated income or an expense each year as a result of our participation in the DTE Energy Company Retirement Plan. Income was approximately $6 million and $7 million for the three months ended September 30, 2005 and 2004, respectively, and was approximately $19 million and $21 million for the nine months ended September 30, 2005 and 2004, respectively, and is not reflected in the following table.

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In its April 2005 final rate order, the MPSC approved the deferral of the non-capitalized portion of our negative pension expense. At September 30, 2005, we recorded an $8 million regulatory liability.

The components of net periodic benefit costs (credit) for pension benefits and other postretirement benefits follow:

							Other Postretirement
(in Millions)	Pension Benefits						Benefits
Three Months Ended September 30	2005			2004			2005			2004
Service Cost	$	1		$	1		$	3		$	2
Interest Cost		4			4			6			6
Expected Return on Plan Assets		(7	)		(7	)		(3	)		(3	)
Amortization of
Net loss		1			—			2			1
Prior service cost		—			—			1			—
Net transition liability		—			—			1			2
Net Periodic Benefit Cost (Credit)	$	(1	)	$	(2	)	$	10		$	8

							Other Postretirement
(in Millions)	Pension Benefits						Benefits
Nine Months Ended September 30	2005			2004			2005			2004
Service Cost	$	4		$	4		$	9		$	6
Interest Cost		11			11			18			17
Expected Return on Plan Assets		(21	)		(21	)		(9	)		(8	)
Amortization of
Net loss		1			—			5			2
Prior service cost		1			1			2			—
Net transition liability		—			—			4			6
Net Periodic Benefit Cost (Credit)	$	(4	)	$	(5	)	$	29		$	23

NOTE 2 – NEW ACCOUNTING PRONOUNCEMENTS

Accounting for Conditional Asset Retirement Obligations

In March 2005, the FASB issued Interpretation No. 47 (FIN 47), “Accounting for Conditional Asset Retirement Obligations, an interpretation of FASB Statement No. 143.” FIN 47 seeks to clarify the requirement to record liabilities stemming from a legal obligation to perform asset retirement activities on fixed assets when that retirement is conditioned on a future event. FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005. The Company is currently assessing the effects of this interpretation, and has not yet determined the impact on the consolidated financial statements.

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NOTE 3 — REGULATORY MATTERS

Emergency Rules for Gas Bills

In October 2005, the MPSC established emergency billing practices in effect for gas service rendered November 1, 2005 through March 31, 2006. These emergency rules apply to retail gas customers. The rule changes 1) lengthen the period of time before a bill is due once it is transmitted to the customer; 2) prohibit shut off or late payment fees unless an actual meter read is made; 3) limit the required monthly payment on a settlement agreement; 4) increase the income level qualifying for shut-off protection and lowers the payment required to remain on shut-off protection; and 5) lessen or eliminate certain deposit requirements.

Gas Rate Case

MPSC Final Rate Order – On April 28, 2005, the MPSC issued an order for final rate relief. The MPSC determined that the base rate increase granted to MichCon should be $61 million annually effective April 29, 2005. This amount is an increase of $26 million over the $35 million in interim rate relief approved in September 2004. The rate increase was based on a 50% debt and 50% equity capital structure and an 11% rate of return on common equity.

The MPSC adopted MichCon’s proposed tracking mechanism for uncollectible accounts receivable. Each year, MichCon will file an application comparing its actual uncollectible expense to its designated revenue recovery of approximately $37 million. Ninety percent of the difference will be refunded or surcharged after an annual reconciliation proceeding before the MPSC. The MPSC also approved the deferral of the non-capitalized portion of the negative pension expense. MichCon will record a regulatory liability for any negative pension costs as determined under generally accepted accounting principles. In addition, the order provided for $25 million in rates to recover safety and training costs. There is a one-way tracking mechanism that provides for refunding the portion of the $25 million not expended on an annual basis.

The MPSC order reduced MichCon’s depreciation rates, and the related revenue requirement associated with depreciation expense by $14.5 million and is designed to have no impact on net income.

The MPSC did not allow the recovery of approximately $25 million of merger interest costs allocated to MichCon that were incurred by DTE Energy as a result of the acquisition of MCN Energy.

The MPSC order also resulted in the disallowance of computer system and equipment costs and adjustments to environmental regulatory assets and liabilities. The MPSC disallowed recovery of 90% of the costs of a computer billing system that was in place prior to DTE Energy’s acquisition of MCN Energy in 2001. As a result of the order, MichCon recognized an impairment of this asset of approximately $42 million in the first quarter of 2005. This impairment had a minimal impact on DTE Energy because a valuation allowance was established for this asset at the time of the MCN acquisition in 2001. The MPSC disallowed approximately $6 million of certain computer equipment and related depreciation and the recovery of certain internal labor and legal costs related to remediation of manufactured gas plants of approximately $6 million. The MPSC ordered an additional $5 million charge due to a change in the allocation of historical manufactured gas plant insurance proceeds.

In July 2005, the MPSC denied MichCon’s petition for rehearing of various aspects of the final order.

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Gas Cost Recovery Proceedings

2002 Plan Year - In December 2001, the MPSC issued an order that permitted MichCon to implement GCR factors up to $3.62 per thousand cubic feet (Mcf) for January 2002 billings and up to $4.38 per Mcf for the remainder of 2002. The order also allowed MichCon to recognize a regulatory asset representing the difference between the $4.38 factor and the $3.62 factor for volumes that were unbilled at December 31, 2001. The regulatory asset was subject to the 2002 GCR reconciliation process. In March 2003, the MPSC issued an order in MichCon’s 2002 GCR plan case. MichCon’s decision during 2001 to utilize storage gas resulted in a gas inventory decrement for the 2001 calendar year. For this reason, the MPSC ordered MichCon to reduce its gas cost recovery expenses by $26.5 million for purposes of calculating the 2002 GCR factor. We recorded a $26.5 million reserve in 2002 to reflect the impact of this order.

MichCon’s 2002 GCR reconciliation case was filed with the MPSC in February 2003. The Staff and various intervening parties in this proceeding sought to have the MPSC disallow an additional $26 million, representing unbilled revenues at December 2001. One party also proposed the disallowance of half of an $8 million payment made to settle Enron bankruptcy issues. The other parties to the case recommended that the Enron bankruptcy settlement be addressed in the 2003 GCR reconciliation case. In April 2005, the MPSC issued an order in the 2002 GCR reconciliation case affirming the order in the 2002 GCR plan case disallowing $26.5 million related to the use of storage gas in 2001. The April 2005 order also disallowed the additional $26 million representing unbilled revenues at December 2001. We recorded the impact of the disallowance in the first quarter of 2005. The MPSC agreed that the $8 million related to the Enron issue be addressed in the 2003 GCR reconciliation case.

2003 Plan Year - MichCon’s 2003 GCR reconciliation case was filed with the MPSC in February 2004. In May 2005, the MPSC issued an order in the 2003 GCR reconciliation case approving recovery of the $8 million related to the Enron bankruptcy settlement.

2004 Plan Year — In September 2003, MichCon filed its 2004 GCR plan case proposing a maximum GCR factor of $5.36 per Mcf. MichCon agreed to switch from a calendar year to an operational year as a condition of its settlement in the 2003 GCR plan case. The operational GCR year runs from April to March of the following year. To accomplish the switch, the 2004 GCR plan reflected a 15 month transitional period, January 2004 through March 2005. Under this transition proposal, MichCon filed two reconciliations pertaining to the transition period; one in June 2004 addressing January through March 2004, one filed in June 2005 addressing the remaining April 2004 through March 2005 period and consolidating the two for purposes of the case. The June 2005 filing supported the $46 million underrecovery with interest MichCon had accrued for the period ending March 31, 2005. MichCon does not expect a final order before the third quarter of 2006.

2005-2006 Plan Year — In December 2004, MichCon filed its 2005-2006 GCR plan case proposing a maximum GCR factor of $7.99 per Mcf. The plan includes quarterly contingent GCR factors. These contingent factors allow MichCon to increase the maximum GCR factor to compensate for increases in market prices, thereby reducing the possibility of a GCR under-recovery. In April 2005, the MPSC issued an order recognizing that Michigan law allows MichCon to self-implement its quarterly contingent factors. MichCon self-implemented quarterly contingent GCR factors of $8.54 per Mcf in July 2005 and $10.09 per Mcf in October 2005.

The market price for natural gas has continued to increase to levels that exceed the maximum $3.00 per Mcf volatility the contingent factor matrix was designed to address. In response to this increase, on September 30, 2005 MichCon filed a petition to reopen the record in the case. MichCon proposed a revised maximum GCR factor of $13.10 per Mcf and a revised

15

contingent factor matrix. In its order issued October 6, 2005, the MPSC reopened the record in the case. On October 28, 2005, the MPSC approved an increase in the GCR factor to a cap of $11.3851 per Mcf for the period November 2005 through March 2006. This compromise factor and its implementation will allow MichCon to mitigate its projected underrecovery. The MPSC order acknowledged that charging the maximum $11.3851 would not fully recover MichCon’s cost of gas and would result in an underrecovery that will be considered as part of the 2006-2007 GCR costs.

Other

We are unable to predict the outcome of the regulatory matters discussed herein. Resolution of these matters is dependent upon future MPSC orders, which may materially impact the financial position, results of operations and cash flows of the Company.

NOTE 4 – SHORT-TERM CREDIT ARRANGEMENTS AND BORROWINGS

In October 2005, we entered into a $181 million, five-year unsecured revolving credit agreement and simultaneously amended and restated our existing $244 million, five-year facility. Our aggregate availability under the combined facilities is $425 million. The new five-year credit facility increased available credit by $100 million. The five-year credit facilities are with a syndicate of banks and may be utilized for general corporate borrowings, but are intended to provide liquidity support for our commercial paper program.

Borrowings under the facilities are available at prevailing short-term interest rates. The agreements require us to maintain a debt to total capitalization ratio of no more than .65 to l. Should we have delinquent debt obligations of at least $50 million to any creditor, such delinquency will be considered a default under our credit agreements. We are currently in compliance with our covenants.

NOTE 5 – CONTINGENCIES

Environmental Matters

Contaminated Sites – Prior to the construction of major interstate natural gas pipelines, gas for heating and other uses was manufactured locally from processes involving coal, coke or oil. We own, or previously owned, 17 such former manufactured gas plant (MGP) sites. During the mid-1980’s, we conducted preliminary environmental investigations at former MGP sites, and some contamination related to the by-products of gas manufacturing was discovered at each site. The existence of these sites and the results of the environmental investigations have been reported to the Michigan Department of Environmental Quality (MDEQ).

We are remediating eight of the former MGP sites and conducting more extensive investigations at four other former MGP sites. We received MDEQ closure of one site and a determination that we are not a responsible party for three other sites. We received closure from the EPA in 2002 for one site.

In 1984, we established a $12 million reserve for costs associated with environmental investigation and remediation activities. During 1993, we received MPSC approval of a cost deferral and rate recovery mechanism for investigation and remediation costs incurred at former MGP sites in excess of this reserve. We employed outside consultants to evaluate

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remediation alternatives for these sites, to assist in estimating its potential liabilities and to review its archived insurance policies. As a result of these studies, we accrued an additional liability and a corresponding regulatory asset of $32 million during 1995. In early December 2004, we retained multiple environmental consultants to estimate the projected cost to remediate each MGP facility. The results of the evaluation indicated that the MGP reserve should be set at $22 million.

During 2004, we spent $2.3 million, investigating and remediating these former MGP sites. At December 31, 2004, the reserve balance was $21.5 million, of which $4.5 million was classified as current. Any significant change in assumptions, such as remediation techniques, nature and extent of contamination and regulatory requirements, could impact the estimate of remedial action costs for the sites and, thereby affect our financial position and cash flows. However, we anticipate the cost deferral and rate recovery mechanism approved by the MPSC will prevent environmental costs from having a material adverse impact on our results of operations.

Personal Property Taxes

MichCon and other Michigan utilities have asserted that Michigan’s valuation tables result in the substantial overvaluation of utility personal property. Valuation tables established by the Michigan State Tax Commission (STC) are used to determine the taxable value of personal property based on the property’s age. In November 1999, the STC approved new valuation tables that more accurately recognize the value of a utility’s personal property. The new tables became effective in 2000 and are currently used to calculate property tax expense. However, several local taxing jurisdictions have taken legal action attempting to prevent the STC from implementing the new valuation tables and have continued to prepare assessments based on the superseded tables. The legal actions regarding the appropriateness of the new tables were before the Michigan Tax Tribunal (MTT) which, in April 2002, issued its decision essentially affirming the validity of the STC’s new tables. In June 2002, petitioners in the case filed an appeal of the MTT’s decision with the Michigan Court of Appeals. In January 2004, the Michigan Court of Appeals upheld the validity of the new tables. With no further appeal by the petitioners available, the MTT began to schedule utility personal property valuation cases for Prehearing General Calls. After a period of abeyance the MTT issued a scheduling order in a significant number of MichCon appeals that set litigation calendars for these cases extending into mid-2006. After an extended period of settlement discussions, a Memorandum of Understanding has been reached with six principals in the litigation that should lead to settlement of all outstanding property tax disputes on a global basis. At an October 7, 2005 Status Conference, the MTT provided verbal approval of the form and terms of the settlement which is conditioned upon a significant percentage of taxing jurisdictions executing the settlement documents by December 9, 2005.

Other Commitments

At December 31, 2004, we entered into numerous long-term purchase commitments relating to a variety of goods and services required for our business. These agreements primarily consist of long-term gas purchase and transportation agreements. We estimate that these commitments will be approximately $1.1 billion through 2011. We also estimate that our 2005 base level capital expenditures will be approximately $115 million. We have made certain commitments in connection with such expected capital expenditures.

Bankruptcies

We sell gas and/or gas transportation and storage services to numerous companies operating in the steel, automotive, energy, retail and other industries. Certain of our customers have filed

17

for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code. We regularly review contingent matters relating to these customers and our sale contracts and we record provisions for amounts considered at risk of probable loss. We believe our previously accrued amounts are adequate for probable losses. The final resolution of these matters is not expected to have a material effect on our financial statements.

Other

We are involved in certain legal, regulatory, administrative and environmental proceedings before various courts, arbitration panels and governmental agencies concerning matters arising in the ordinary course of business. These proceedings include certain contract disputes, environmental reviews and investigations, audits, inquiries from various regulators, and pending judicial matters. We cannot predict the final disposition of such proceedings. We regularly review legal matters and record provisions for claims that are considered probable of loss. The resolution of pending proceedings is not expected to have a material effect on our operations or financial statements in the period they are resolved.

See Note 3 for a discussion of contingencies related to Regulatory Matters.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholder of
Michigan Consolidated Gas Company

We have reviewed the accompanying condensed consolidated statement of financial position of Michigan Consolidated Gas Company and subsidiaries as of September 30, 2005, and the related condensed consolidated statement of operations for the three-month and nine-month periods ended September 30, 2005 and 2004, and the condensed consolidated statements of cash flows, retained earnings and comprehensive income for the nine-month periods ended September 30, 2005 and 2004. These interim financial statements are the responsibility of Michigan Consolidated Gas Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of financial position of Michigan Consolidated Gas Company and subsidiaries as of December 31, 2004, and the related consolidated statements of operations, cash flows and retained earnings and comprehensive income for the year then ended (not presented herein); and in our report dated March 15, 2005 (which report includes an explanatory paragraph relating to the change in the method of accounting for asset retirement obligations in 2003), we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated statement of financial position as of December 31, 2004 is fairly stated, in all material respects, in relation to the consolidated statement of financial position from which it has been derived.

/S/ DELOITTE & TOUCHE LLP

Detroit, Michigan
November 8, 2005

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OTHER INFORMATION

LEGAL PROCEEDINGS

We are involved in certain legal, regulatory, administrative and environmental proceedings before various courts, arbitration panels and governmental agencies concerning claims arising in the ordinary course of business. These proceedings include certain contract disputes, environmental reviews and investigations, audits, inquiries from various regulators, and pending judicial matters. We cannot predict the final disposition of such proceedings. We regularly review legal matters and record provisions for claims that are considered probable of loss. The resolution of pending proceedings is not expected to have a material effect on our financial statements in the period they are resolved.

See Note 3 for a discussion of contingencies related to Regulatory Matters and Note 5 for a discussion of specific non-regulatory matters.

EXHIBITS

Exhibit
Number	Description

(i) Exhibits filed herewith:

15-11	Awareness Letter of Deloitte & Touche LLP
31-19	Chief Executive Officer Section 302 Form 10-Q Certification
31-20	Chief Financial Officer Section 302 Form 10-Q Certification

(ii) Exhibits incorporated by reference:

10-17	Form of Five-Year Credit Agreement, dated as of October 17, 2005, by and among Michigan Consolidated Gas Company, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Barclays Bank PLC and Citibank, N.A. as Co-Syndication Agents (Exhibit 10.1 to Form 8-K dated October 17, 2005).
10-18	Form of Second Amended and Restated Five-Year Credit Agreement, dated as of October 17, 2005, by and among Michigan Consolidated Gas Company, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Barclays Bank PLC and Citibank, N.A. as Co-Syndication Agents (Exhibit 10.2 to Form 8-K dated October 17, 2005).

(iii) Exhibits furnished herewith:

32-19	Chief Executive Officer Section 906 Form 10-Q Certification
32-20	Chief Financial Officer Section 906 Form 10-Q Certification

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Signature

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.

	MICHIGAN CONSOLIDATED GAS COMPANY
Date: November 8, 2005	/s/ DANIEL G. BRUDZYNSKI
	Daniel G. Brudzynski
	Chief Accounting Officer,
	Vice President and Controller

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EXHIBIT INDEX

Exhibit
Number	Description
15-11	Awareness Letter of Deloitte & Touche LLP
31-19	Chief Executive Officer Section 302 Form 10-Q Certification
31-20	Chief Financial Officer Section 302 Form 10-Q Certification
32-19	Chief Executive Officer Section 906 Form 10-Q Certification
32-20	Chief Financial Officer Section 906 Form 10-Q Certification

EX-15.11

Exhibit 15-11

November 8, 2005

Michigan Consolidated Gas Company
Detroit, Michigan

We have made a review, in accordance with the standards of the Public Company Accounting Oversight Board (United States), of the unaudited interim financial information of the Michigan Consolidated Gas Company and subsidiaries for the periods ended September 30, 2005 and 2004, as indicated in our report dated November 8, 2005; because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, is incorporated by reference in Registration Statement No. 333-124169 on Form S-3.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is 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.

/S/ DELOITTE & TOUCHE LLP

Detroit, Michigan

EX-31.19

Exhibit 31-19

SECTION 302 CERTIFICATION

I, Anthony F. Earley, Jr., certify that:

1.	I have reviewed this Form 10-Q for the quarterly period ended September 30, 2005 of Michigan Consolidated Gas Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	(Intentionally omitted)
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ ANTHONY F. EARLEY, JR.	Date: November 8, 2005
Anthony F. Earley, Jr.
Chairman and Chief Executive Officer
of Michigan Consolidated Gas Company

EX-31.20

Exhibit 31-20

SECTION 302 CERTIFICATION

I, David E. Meador, certify that:

1.	I have reviewed this Form 10-Q for the quarterly period ended September 30, 2005 of Michigan Consolidated Gas Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	(Intentionally omitted)
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ DAVID E. MEADOR	Date: November 8, 2005
David E. Meador
Executive Vice President and
Chief Financial Officer of
Michigan Consolidated Gas Company

EX-32.19

Exhibit 32-19

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Michigan Consolidated Gas Company (the “Company”) for the quarter ended September 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anthony F. Earley, Jr., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 8, 2005	/s/ ANTHONY F. EARLEY, JR.
	Anthony F. Earley, Jr.
	Chairman and Chief Executive Officer of
	Michigan Consolidated Gas Company

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.20

Exhibit 32-20

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Michigan Consolidated Gas Company (the “Company”) for the quarter ended September 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David E. Meador, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 8, 2005	/s/ DAVID E. MEADOR
	David E. Meador
	Executive Vice President and
	Chief Financial Officer of
	Michigan Consolidated Gas Company

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.