RW 1 k61641rwrw.txt REGISTRATION STATEMENT WITHDRAWAL 1 [SIDLEY & AUSTIN LETTERHEAD] April 9, 2001 VIA FACSIMILE AND EDGAR Mr. John J. Mahon Division of Corporate Finance Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: CMS Oil and Gas Company (the "Company") Registration Statement on Form S-1 (Reg. No. 333-50468) Dear Mr. Mahon: Attached is the request of the Company to withdraw the above-referenced Registration Statement. If you have any questions regarding this filing, please call the undersigned at (312) 853-7324 or Kristen Benson at (312) 853-7579. Very truly yours, /s/ Andrew H. Shaw Andrew H. Shaw :cz Attachment cc: William H. Stephens III Michael D. Van Hemert S. Kinnie Smith Kristen Benson 2 [LETTERHEAD OF CMS OIL AND GAS COMPANY] April 9, 2001 Securities and Exchange Commission VIA FACSIMILE AND EDGAR Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549 Attn: Mr. John J. Mahon Re: CMS Oil and Gas Company (the "Company") Registration Statement on Form S-1 (Reg. No. 333-50468) Ladies and Gentlemen: In accordance with Rules 477 and 478 of Regulation C under the Securities Act of 1933, as amended, the undersigned, on behalf of CMS Oil and Gas Company, hereby requests the withdrawal of the above-referenced Registration Statement. No securities have been sold in connection with the offering contemplated by the Registration Statement. The Company has determined to withdraw the Registration Statement because of a change in market conditions since its filing. The Company had not yet filed a Form 8-A Registration Statement under the Securities Exchange Act of 1934, as amended, and therefore no withdrawal request is made with respect to Form 8-A. Very truly yours, /s/ William H. Stephens III William H. Stephens III