35-CERT

                              SEC FILE NO. 70-9843

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549





                             CERTIFICATE PURSUANT TO

                                     RULE 24

                                OF COMPLETION OF

                                   TRANSACTION





                             CMS ENERGY CORPORATION






                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


In the Matter of                    )        Certificate Pursuant to Rule 24
CMS ENERGY CORPORATION              )        of Completion of Transaction
SEC File No. 70-9843                )
(Public Utility Holding Company     )
 Act of 1935)


     CMS Energy  Corporation ("CMS Energy") hereby certifies pursuant to Rule 24
of the General Rules and  Regulations  under the Public Utility  Holding Company
Act of 1935, as amended,  that the  transactions  authorized by the Commission's
Order,  dated March 22, 2001, have been carried out in accordance with the terms
and    conditions   of,   and   for   the   purposes    represented    by,   the
Application/Declaration  on Form U-1, as amended on March 22, 2001,  in SEC File
No.70-9843, as follows:

     1. On April 1, 2001, Consumers Energy Company ("Consumers"), a wholly owned
public utility  subsidiary of CMS Energy,  transferred its ownership interest in
certain  transmission  facilities  to  Michigan  Electric  Transmission  Company
("Michigan  Transco"),  pursuant to an agreement  between Consumers and Michigan
Transco.

     2. In exchange for the transmission  facilities,  Consumers received all of
the common stock of Michigan Transco.

     3. Filed  herewith as Exhibit F-2 is the  "past-tense"  opinion of David A.
Mikelonis, General Counsel of Consumers Energy Company.

     Pursuant to the  requirements  of the Public Utility Holding Company Act of
1935, the undersigned company has duly caused this statement to be signed on its
behalf by the undersigned thereunto duly authorized.


                                            CMS ENERGY CORPORATION


Date:  April 12, 2001                       By:   /s/David W. Joos
                                            Title:  Executive Vice President &
                                                    Chief Operating Officer -
                                                    Electric




Exhibits


  F-2           "Past-tense" opinion of David A. Mikelonis

EX-99

                                                                  EXHIBIT F-2


Past Tense Opinion of Counsel




General Offices: Tel: (517) 788-2151
212 West Michigan Avenue Fax: (517) 788-0768
Jackson, MI 49201 e-Mail Address:
damikelonis@cmsenergy.com





DAVID A. MIKELONIS
Senior Vice President
and General Counsel



                                                April 12, 2001


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:     CMS Energy Corporation - Past Tense Opinion of Counsel
        File No. 70-9843

Ladies and Gentlemen:

     I am General Counsel for Consumers Energy Company ("Consumers"), a Michigan
corporation  and a  wholly-owned  subsidiary  of CMS  Energy  Corporation  ("CMS
Energy").  In my capacity,  I am familiar with the transactions  proposed by CMS
Energy and  described  in CMS Energy's  Application/Declaration  on Form U-1, as
amended,  (the  "Application/Declaration")  filed on March  22,  2001,  with the
Securities and Exchange  Commission ("the "Commission") under the Public Utility
Holding Company Act of 1935 (the "Act") in the above-referenced  File requesting
an order of the Commission  under the Act approving the indirect  acquisition by
CMS  Energy of all the  voting  securities  of  Michigan  Electric  Transmission
Company ("Michigan  Transco"),  and granting such other  authorization as may be
necessary in connection  therewith.  Such  acquisition is to be effected through
the  transactions  described  in  the  Application/Declaration   (the  "Transfer
Transaction").  Capitalized  terms used herein and not  otherwise  defined shall
have the meanings set forth in the Application/Declaration.

     In rendering  this  opinion,  I have examined and relied upon a copy of the
Application/Declaration.  I have also examined,  or arranged for the examination
by an attorney or attorneys under my general supervision,  originals,  or copies
of originals  certified to my  satisfaction,  of (i)  documents  evidencing  the
Transfer  Transaction,  (ii) the  Commission's  Order also dated  March 22, 2001
permitting  the   Application/Declaration   to  become   effective,   (iii)  the
Certificate Pursuant to Rule 24 of Completion of Transactions,  dated this date,
with  which this  opinion is being  filed as an  exhibit,  certifying  as to the
completion of the transactions contemplated by the Application/Declaration,  and
(iv) such other  agreements,  documents,  certificates  and other  statements of
governmental  officials and other instruments;  and have examined such questions
of law and have satisfied myself as to such matters of fact as I have considered
relevant  and  necessary  as a  basis  for  this  opinion.  I have  assumed  the
authenticity of all documents  submitted to me as originals,  the genuineness of
all  signatures,  the legal  capacity of all natural  persons and the conformity
with  the  original  documents  of  any  copies  thereof  submitted  to  me  for
examination.

     Based on the foregoing, it is my opinion that:

1.   Michigan  Transco is duly  incorporated and validly existing under the laws
     of the State of Michigan;  and the  securities  issued by Michigan  Transco
     were validly issued,  fully paid and  non-assessable,  and Consumers as the
     holder  of  the  securities  is  entitled  to  the  rights  and  privileges
     appertaining thereto set forth in the Articles of Incorporation of Michigan
     Transco.

2.   Assuming all required approvals, authorizations, consents, certificates and
     orders of any  regulatory  authority  with  jurisdiction  over the Transfer
     Transaction  that have been received  remain in full force and effect:  (i)
     all laws of the State of Michigan  applicable to the transaction  have been
     complied with, (ii) CMS Energy,  through its ownership of all of the common
     stock of Consumers,  has legally acquired all of the issued and outstanding
     voting  securities of Michigan  Transco,  and (iii) the consummation of the
     Transfer Transaction did not violate the legal rights of the holders of any
     securities issued by CMS Energy or any associate company.

3.   The  Transfer  Transaction  has been  carried  out in  accordance  with the
     Application/Declaration.

     For purposes of this opinion,  I have assumed that there will be no changes
in the laws currently  applicable to Consumers,  CMS Energy or Michigan  Transco
and that such laws will be the only laws applicable to the Consumers, CMS Energy
or Michigan Transco.

     I am a member of the bar of the State of Michigan  and I express no opinion
as to the laws of any  jurisdiction  other  than the State of  Michigan  and the
federal law of the United States of America.

     I hereby consent to the filing of this opinion as an exhibit to the Rule 24
Certification.  This  opinion  letter  may not be used for any other  purpose or
relied on by or furnished to any other party without my prior written consent.

                                                 Very truly yours,

                                                 /s/David A. Mikelonis