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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, 2003

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.



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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                                 |  | 48226-1279                              
|(Address of principal executive
    offices)                       |  | (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 (Exchange Act) 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



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TABLE OF CONTENTS



|                                                             |  |  |  |  |  |  |  | 
|------------------------------------------------------------ |  |  |  |  |  |  |  | 
|DEFINITIONS                                                 
|FORWARD-LOOKING STATEMENTS                                  
|MANAGEMENTS NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS
|CONTROLS AND PROCEDURES                                     
|CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)            
|CONSOLIDATED STATEMENT OF FINANCIAL POSITION                
|CONSOLIDATED STATEMENT OF CASH FLOWS                        
|CONSOLIDATED STATEMENT OF RETAINED EARNINGS                 
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)      
|INDEPENDENT ACCOUNTANTS REPORT                             
|OTHER INFORMATION                                           
|SIGNATURE                                                   
|EXHIBIT INDEX                                               
|Awareness Letter of Deloitte & Touche LLP                   
|Chief Executive Officer Section 302 Certification           
|Chief Financial Officer Section 302 Certification           
|Chief Executive Officer Section 906 Certification           
|Chief Financial Officer Section 906 Certification           
|364-Day Credit Agreement                                    
|Three Year Credit Agreement                                 



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MICHIGAN CONSOLIDATED GAS COMPANY

QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED SEPTEMBER 30,
2003


TABLE OF CONTENTS

|                                   |  |                                                                  |    |        |    | 
|---------------------------------- |  | ---------------------------------------------------------------- | -- | ------ | -- | 
|                                   |  |                                                                  |    | Page   |   
|                                   |  |                                                                  |    | Number |   
|                                   |  |                                                                  |    |        |   
|Definitions                        |  |                                                                  | 2  |       
|Forward-Looking Statements         |  |                                                                  | 3  |       
|PART I  FINANCIAL
    INFORMATION
|Item 1.                            |  | Financial Statements                                             |    |        |    | 
|                                   |  | Consolidated Statement of Operations                             |    |        | 7  | 
|                                   |  | Consolidated Statement of Financial Position                     |    |        | 8  | 
|                                   |  | Consolidated Statement of Cash Flows                             |    |        | 9  | 
|                                   |  | Consolidated Statement of Retained Earnings                      |    |        | 10 | 
|                                   |  | Notes to Consolidated Financial Statements                       |    |        | 11 | 
|                                   |  | Independent Accountants Report                                  |    |        | 14 | 
|Item 2.                            |  | Managements Narrative Analysis of the
    Results of Operations |    |        | 4  | 
|Item 4.                            |  | Controls and Procedures                                          |    |        | 6  | 
|PART II  OTHER
    INFORMATION   
|Item 1.                            |  | Legal Proceedings                                                |    |        | 15 | 
|Item 6.                            |  | Exhibits and Reports on Form 8-K                                 |    |        | 15 | 
|Signature                          |  |                                                                  | 16 |       

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DEFINITIONS




|                            |  |                                                                                                                                                                                                                                                                                                                                                                       
|--------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Customer Choice             |  | The choice program is a statewide initiative
    giving customers in Michigan the option to choose alternative
    suppliers for gas.                                                                                                                                                                                                                                 
|                           
|DTE Energy                  |  | DTE Energy Company and subsidiary companies.                                                                                                                                                                                                                                                                                                                          
|                           
|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. (successor to MCN Energy)
    and subsidiaries.                                                                                                                                                                                                                                                                                                  
|                           
|FERC                        |  | Federal Energy Regulatory Commission.                                                                                                                                                                                                                                                                                                                                 
|                           
|Gas Sales Program           |  | A three-year program that ended in December 2001
    under which MichCons gas sales rate included a gas
    commodity component that was fixed at $2.95 per Mcf.                                                                                                                                                                                                     
|                           
|GCR                         |  | A gas cost recovery mechanism authorized by the
    MPSC that was reinstated by MichCon in January 2002 permitting
    MichCon to pass on 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.
|    
|MMcf |  | Million cubic feet of gas. 

2



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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 in such
forward-looking statements. There are many factors that 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;                                                   
|
| |  | economic climate and growth in the geographic
    areas where we do business;                                                                  
|
| |  | environmental issues, including changes in the
    climate, and regulations;                                                                   
|
| |  | implementation of gas Customer Choice programs;                                                                                                
|
| |  | implementation of gas utility restructuring in
    Michigan;                                                                                   
|
| |  | employee relations and the impact of collective
    bargaining agreements;                                                                     
|
| |  | capital market conditions and access to capital
    markets and other financing efforts that can be affected by
    credit agency ratings;     
|
| |  | the timing and extent of changes in interest
    rates;                                                                                        
|
| |  | the level of borrowings;                                                                                                                       
|
| |  | changes in the cost of natural gas;                                                                                                            
|
| |  | effects of competition;                                                                                                                        
|
| |  | impact of FERC and MPSC proceedings and
    regulations;                                                                                       
|
| |  | changes in federal or state tax laws and their
    interpretations, including the code, regulations, rulings, court
    proceedings and audits;
|
| |  | ability to recover costs through rate increases;                                                                                               
|
| |  | property insurance;                                                                                                                            
|
| |  | the cost of protecting assets against or damage
    due to terrorism;                                                                          
|
| |  | changes in accounting standards and financial
    reporting regulations; and                                                                   
|
| |  | changes in federal or state laws and their
    interpretation with respect to regulation, energy policy and
    other related business issues. 

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 statement speaks
only as of the date on which such statement is 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 Results of Operations discussion for MichCon
is presented in accordance with General Instruction H(2)(a) of
Form 10-Q.

MichCon reported losses of $37 million and
earnings of $27 million for the third quarter and
nine-month period of 2003, respectively, compared with losses of
$20 million and earnings of $1 million for the
comparable 2002 periods. Results for both the 2003 quarter and
nine-month period were impacted by increases in operation and
maintenance expenses due to higher employee pension and health
care benefit costs, higher uncollectible accounts expense and
increased costs associated with customer service process
improvements. Higher earnings for the 2003 nine-month period
were primarily due to improved gross margins, as well as charges
recorded in the second quarter of 2002 from the planned sale of
our former headquarters and the termination of a contract for
computer services.

|                                                         |  |               |     |   |             |   |      |  
|-------------------------------------------------------- |  | ------------- | --- | - | ----------- | - | ---- | -
|                                                         |  | Quarter       |     |   | Nine Months |  
|                                                         |  |               |     |   |             |  
|                                                         |  |              
|                                                         |  | (In millions) |    
|Increase (Decrease) in Income Compared to
    Prior Year |  |               |     |   |             |   |      |  
|Operating revenues                                       |  | $             | 25  |   |             | $ | 136  |  
|Cost of gas                                              |  |               | (25 | ) |             |   | (106 | )
|                                                         |  |               |     |   |             |  
|Gross margin                                             |  |               |    |   |             |   | 30   |  
|Operation and maintenance                                |  |               | (17 | ) |             |   | (38  | )
|Depreciation, depletion and amortization                 |  |               |    |   |             |   |     |  
|Taxes other than income                                  |  |               | (1  | ) |             |   | (4   | )
|Property write-down and contract losses                  |  |               |    |   |             |   | 43   |  
|Other (income) and deductions                            |  |               | (1  | ) |             |   | 2    |  
|Income tax provision                                     |  |               | 2   |   |             |   | (7   | )
|                                                         |  |               |     |   |             |  
|Net income                                               |  | $             | (17 | ) |             | $ | 26   |  
|                                                         |  |               |     |   |             |  

Operating revenues increased $25 million and
$136 million in the third quarter and nine-month period of
2003, respectively, reflecting increased gas sales and varying
end user transportation revenues.

|                            |  |               |     |  |             |   |     |      |  |   |       |  |  |   |     | 
|--------------------------- |  | ------------- | --- |  | ----------- | - | --- | ---- |  | - | ----- |  |  | - | --- | 
|                            |  |               |     | 
|                            |  | Quarter       |     |  | Nine Months |  
|                            |  |               |     |  |             |  
|                            |  | 2003          |     |  | 2002        |   |     | 2003 |  |   | 2002  | 
|                            |  |               |     |  |             |   |     |      |  |   |       | 
|                            |  |              
|                            |  | (In millions) |    
|Gas Markets                 |  |               |     |  |             |   |     |      |  |   |       |  |  |   |     | 
|Gas sales                   |  | $             | 97  |  |             | $ | 72  |      |  | $ | 885   |  |  | $ | 783 | 
|End user transportation     |  |               | 19  |  |             |   | 22  |      |  |   | 104   |  |  |   | 80  | 
|                            |  |               |     |  |             |   |     |      |  |   |       | 
|                            |  |               | 116 |  |             |   | 94  |      |  |   | 989   |  |  |   | 863 | 
|Intermediate transportation |  |               | 12  |  |             |   | 12  |      |  |   | 38    |  |  |   | 36  | 
|Other                       |  |               | 14  |  |             |   | 11  |      |  |   | 51    |  |  |   | 43  | 
|                            |  |               |     |  |             |   |     |      |  |   |       | 
|                            |  | $             | 142 |  |             | $ | 117 |      |  | $ | 1,078 |  |  | $ | 942 | 
|                            |  |               |     |  |             |   |     |      |  |   |       | 
|Gas Markets (in Bcf)        |  |               |     |  |             |   |     |      |  |   |       |  |  |   |     | 
|Gas sales                   |  |               | 12  |  |             |   | 11  |      |  |   | 124   |  |  |   | 117 | 
|End user transportation     |  |               | 27  |  |             |   | 36  |      |  |   | 113   |  |  |   | 122 | 
|                            |  |               |     |  |             |   |     |      |  |   |       | 
|                            |  |               | 39  |  |             |   | 47  |      |  |   | 237   |  |  |   | 239 | 
|Intermediate transportation |  |               | 139 |  |             |   | 107 |      |  |   | 443   |  |  |   | 365 | 
|                            |  |               |     |  |             |   |     |      |  |   |       | 
|                            |  |               | 178 |  |             |   | 154 |      |  |   | 680   |  |  |   | 604 | 
|                            |  |               |     |  |             |   |     |      |  |   |       | 

Gas sales and end user transportation revenues in
total increased $22 million and $126 million in the
third quarter and nine-month period of 2003, respectively. The
increase is due primarily to an increase in Gas Cost

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Recovery (GCR) revenues of $23 million and
$102 million for the third quarter and nine-month period of
2003, respectively. Also, the increase for the nine-month period
of 2003 is due to $30 million in weather related demand.
Since returning to the GCR mechanism in January 2002, MichCon
has no commodity price risk associated with its prudently
incurred gas costs. End user transportation revenues for the
nine-month period reflect higher rates and lower volumes for
deliveries associated with a varying number of customers
participating in the Customer Choice program. Customers
participating in this program purchase gas from suppliers other
than MichCon, while MichCon continues to deliver the gas to
their premises. Accordingly, margins earned from selling gas and
margins generated from providing end user transportation
services to Customer Choice participants are the same. There
were approximately 124,000 customers participating in the
Customer Choice program at September 30, 2003, compared
with approximately 190,000 customers at December 31,
2002.


Intermediate transportation revenues remained
unchanged in the 2003 third quarter and increased
$2 million for the 2003 nine-month period.
Intermediate transportation deliveries increased 32 billion
cubic feet (Bcf) in the 2003 third quarter and 78 Bcf
in the 2003 nine-month period. A significant portion of the
volume increase was due to storage requirements combined with a
volume increase attributable to customers who pay a fixed fee
for intermediate transportation capacity regardless of actual
usage. Although volumes associated with these fixed-fee
customers may vary, the related revenues are not affected.

Cost of gas is affected by variations in sales
volumes, cost of purchased gas and related transportation costs.
Cost of gas sold increased by $25 million and
$106 million in the third quarter and nine-month period of
2003, respectively. The average cost of gas sold increased
$1.85 per Mcf (82.9%) and $.56 per Mcf (12.5%) for the
third quarter and nine-month period, respectively, from the
comparable 2002 periods.

Operation and maintenance expenses increased
$17 million and $38 million for the third quarter and
nine-month period, respectively, from the comparable
2002 periods due to higher employee pension and health care
benefit costs, higher uncollectible accounts expense and
increased costs associated with customer service process
improvements. Operation and maintenance expenses benefited from
our Company-wide initiative to reduce or defer costs and enhance
operating performance. The DTE Operating System involves the
rigorous disciplined application of tools and operating
practices which have resulted in inventory reductions and
improvements in technology systems, among other enhancements. As
a result of the continued increase in operating costs, MichCon
filed a rate case in September of 2003 requesting a
$194 million increase in annual service and distribution
charges (Note 3).

Property write-down and contract losses declined
$43 million in the 2003 nine-month period. During the
2002 second quarter, we recorded a $33 million charge
for an anticipated loss from the planned sale of our former
headquarters and a $15 million charge related to the
termination of a contract for computer services. During the
2003 second quarter we recorded an additional
$5 million charge for the planned sale of our former
headquarters (Note 6).

Income taxes decreased $2 million and
increased $7 million for the 2003 third quarter and
nine-month period, respectively, due to variations in pre-tax
earnings. Income taxes in 2003 were favorably affected by an
increase in the amortization of tax benefits previously deferred
in accordance with MPSC regulations.

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Capital Resources and Liquidity

|                                                         |                      |               |    |     |      |   |    |     |  
|-------------------------------------------------------- | -------------------- | ------------- | -- | --- | ---- | - | -- | --- | -
|                                                         |                      |              
|                                                         |                      | Nine Months   |   
|                                                         |                      | Ended         |   
|                                                         |                      | September 30  |   
|                                                         |                      |               |   
|                                                         |                      | 2003          |    |     | 2002 |  
|                                                         |                      |               |    |     |      |  
|                                                         |                      |              
|                                                         |                      | (In millions) |   
|Cash and Cash Equivalents                                |                      |               |    |     |      |   |    |    
|Cash Flow From (Used For)                                |                      |               |    |     |      |   |    |    
|                                                         | Operating activities |               | $  | 52  |      |   | $  | 35  |  
|                                                         | Investing activities |               |    | (69 | )    |   |    | (58 | )
|                                                         | Financing activities |               |    | 12  |      |   |    | 42  |  
|                                                         |                      |               |    |     |      |  
|Net Increase (Decrease) in Cash and Cash
    Equivalents |                      | $             | (5 | )   |      | $ | 19 |    
|                                                         |                      |               |    |     |      |  

Operating Activities

Net cash from operating activities increased
$17 million during the 2003 nine-month period as
compared to the same 2002 period primarily due to improved
working capital, specifically gas in inventory and accounts
payable, partially offset by accounts receivable and a decline
in net income, after adjusting for non-cash items (depreciation,
depletion and amortization, deferred taxes, and property
write-down and contract losses). Economic conditions and prior
billing issues have resulted in an increase in past due
receivables. We are focusing our collection efforts; however,
failure to make continued progress in collecting our past due
receivables would unfavorably affect operating cash flows.

Investing Activities

Net cash used for investing activities increased
$11 million reflecting increases in plant and equipment
expenditures.

Financing Activities

Net cash from financing activities decreased
$30 million reflecting the increased redemption of
long-term debt, the payment of a dividend and reduced short-term
borrowings, partially offset by the issuance of
$200 million of long-term debt (Note 4).






CONTROLS AND PROCEDURES


(a) Evaluation of disclosure controls and
procedures

The Companys Chief Executive Officer and
Chief Financial Officer have evaluated the effectiveness 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, 2003, which is the end of the period covered
by this report, and have concluded that such controls and
procedures are effectively designed to ensure that required
information disclosed by the Company in reports that it files or
submits under the Act is recorded, processed, summarized and
reported within the time periods specified in the
Commissions rules and forms.

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MICHIGAN CONSOLIDATED GAS COMPANY






CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)


|                                  |                                                      |               |     |    |              |   |     |      |   |   |       |     |   |   |     |     |  
|--------------------------------- | ---------------------------------------------------- | ------------- | --- | -- | ------------ | - | --- | ---- | - | - | ----- | --- | - | - | --- | --- | -
|                                  |                                                      |               |     |   
|                                  |                                                      | Three Months  |     |    | Nine Months  |  
|                                  |                                                      | Ended         |     |    | Ended        |  
|                                  |                                                      | September 30  |     |    | September 30 |  
|                                  |                                                      |               |     |    |              |  
|                                  |                                                      | 2003          |     |    | 2002         |   |     | 2003 |   |   | 2002  |    
|                                  |                                                      |               |     |    |              |   |     |      |   |   |       |    
|                                  |                                                      |              
|                                  |                                                      | (In millions) |    
|Operating Revenues                |                                                      | $             | 142 |    |              | $ | 117 |      |   | $ | 1,078 |     |   | $ | 942 |    
|                                  |                                                      |               |     |    |              |   |     |      |   |   |       |    
|Operating Expenses                |                                                      |               |     |    |              |   |     |      |   |   |       |     |   |   |     |    
|                                  | Cost of gas                                          |               |     | 56 |              |   |     | 31   |   |   |       | 637 |   |   |     | 531 |  
|                                  | Operation and maintenance                            |               |     | 90 |              |   |     | 73   |   |   |       | 251 |   |   |     | 213 |  
|                                  | Depreciation, depletion and amortization             |               |     | 26 |              |   |     | 26   |   |   |       | 79  |   |   |     | 79  |  
|                                  | Taxes other than income                              |               |     | 12 |              |   |     | 11   |   |   |       | 42  |   |   |     | 38  |  
|                                  | Property write-down and contract losses
    (Note 6) |               |     |   |              |   |     |     |   |   |       | 5   |   |   |     | 48  |  
|                                  |                                                      |               |     |    |              |   |     |      |   |   |       |    
|                                  |                                                      |               | 184 |    |              |   | 141 |      |   |   | 1,014 |     |   |   | 909 |    
|                                  |                                                      |               |     |    |              |   |     |      |   |   |       |    
|Operating Income (Loss)           |                                                      |               | (42 | )  |              |   | (24 | )    |   |   | 64    |     |   |   | 33  |    
|                                  |                                                      |               |     |    |              |   |     |      |   |   |       |    
|Other (Income) and Deductions     |                                                      |               |     |    |              |   |     |      |   |   |       |     |   |   |     |    
|                                  | Interest expense                                     |               |     | 13 |              |   |     | 12   |   |   |       | 42  |   |   |     | 44  |  
|                                  | Interest income                                      |               |     | (2 | )            |   |     | (2   | ) |   |       | (8  | ) |   |     | (8  | )
|                                  | Other                                                |               |     | (2 | )            |   |     | (2   | ) |   |       | (4  | ) |   |     | (4  | )
|                                  |                                                      |               |     |    |              |   |     |      |   |   |       |    
|                                  |                                                      |               | 9   |    |              |   | 8   |      |   |   | 30    |     |   |   | 32  |    
|                                  |                                                      |               |     |    |              |   |     |      |   |   |       |    
|Income (Loss) Before Income Taxes |                                                      |               | (51 | )  |              |   | (32 | )    |   |   | 34    |     |   |   | 1   |    
|Income Tax Provision (Benefit)    |                                                      |               | (14 | )  |              |   | (12 | )    |   |   | 7     |     |   |   |    |    
|                                  |                                                      |               |     |    |              |   |     |      |   |   |       |    
|Net Income (Loss)                 |                                                      | $             | (37 | )  |              | $ | (20 | )    |   | $ | 27    |     |   | $ | 1   |    
|                                  |                                                      |               |     |    |              |   |     |      |   |   |       |    

See Notes to Consolidated Financial Statements
(Unaudited)

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MICHIGAN CONSOLIDATED GAS COMPANY






CONSOLIDATED STATEMENT OF FINANCIAL
POSITION


|                                                        |                                                                                                            |                                                                                  |       |       |             |   |       |       |     | 
|------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------- | ----- | ----- | ----------- | - | ----- | ----- | --- | 
|                                                        |                                                                                                            | (Unaudited)                                                                      |       |       |            
|                                                        |                                                                                                            | September 30                                                                     |       |       | December 31 |  
|                                                        |                                                                                                            | 2003                                                                             |       |       | 2002        |  
|                                                        |                                                                                                            |                                                                                  |       |       |             |  
|                                                        |                                                                                                            |                                                                                 
|                                                        |                                                                                                            | (In millions)                                                                    |      
|ASSETS                                                 
|Current Assets                                          |                                                                                                            |                                                                                  |       |       |             |   |       |      
|                                                        | Cash and cash equivalents                                                                                  |                                                                                  | $     | 2     |             |   | $     | 7     |    
|                                                        | Accounts receivable                                                                                        |                                                                                  |       |       |             |   |       |       |    
|                                                        |                                                                                                            | Customer (less allowance for doubtful accounts of
    $38 and $27, respectively) |       |       | 110         |   |       |       | 157 | 
|                                                        |                                                                                                            | Accrued unbilled revenues                                                        |       |       | 29          |   |       |       | 116 | 
|                                                        |                                                                                                            | Other                                                                            |       |       | 75          |   |       |       | 73  | 
|                                                        | Accrued gas cost recovery revenue                                                                          |                                                                                  |       | 64    |             |   |       | 22    |    
|                                                        | Inventories                                                                                                |                                                                                  |       |       |             |   |       |       |    
|                                                        |                                                                                                            | Gas                                                                              |       |       | 158         |   |       |       | 55  | 
|                                                        |                                                                                                            | Material and supplies                                                            |       |       | 14          |   |       |       | 14  | 
|                                                        | Other                                                                                                      |                                                                                  |       | 78    |             |   |       | 53    |    
|                                                        |                                                                                                            |                                                                                  |       |       |             |  
|                                                        |                                                                                                            |                                                                                  | 530   |       |             |   | 497   |      
|                                                        |                                                                                                            |                                                                                  |       |       |             |  
|Property, Plant and Equipment                           |                                                                                                            |                                                                                  | 3,156 |       |             |   | 3,108 |      
|                                                        | Less accumulated depreciation, depletion and
    amortization                                              |                                                                                  |       | 1,787 |             |   |       | 1,723 |    
|                                                        |                                                                                                            |                                                                                  |       |       |             |  
|                                                        |                                                                                                            |                                                                                  | 1,369 |       |             |   | 1,385 |      
|                                                        |                                                                                                            |                                                                                  |       |       |             |  
|Other Assets                                            |                                                                                                            |                                                                                  |       |       |             |   |       |      
|                                                        | Other investments                                                                                          |                                                                                  |       | 83    |             |   |       | 79    |    
|                                                        | Notes receivable                                                                                           |                                                                                  |       | 83    |             |   |       | 84    |    
|                                                        | Regulatory assets                                                                                          |                                                                                  |       | 60    |             |   |       | 43    |    
|                                                        | Prepaid benefit costs and due from affiliate                                                               |                                                                                  |       | 323   |             |   |       | 292   |    
|                                                        | Other                                                                                                      |                                                                                  |       | 11    |             |   |       | 31    |    
|                                                        |                                                                                                            |                                                                                  |       |       |             |  
|                                                        |                                                                                                            |                                                                                  | 560   |       |             |   | 529   |      
|                                                        |                                                                                                            |                                                                                  |       |       |             |  
|                                                        |                                                                                                            | $                                                                                | 2,459 |       |             | $ | 2,411 |      
|                                                        |                                                                                                            |                                                                                  |       |       |             |  
|LIABILITIES AND SHAREHOLDERS
    EQUITY               
|Current Liabilities                                     |                                                                                                            |                                                                                  |       |       |             |   |       |      
|                                                        | Accounts payable                                                                                           |                                                                                  | $     | 128   |             |   | $     | 104   |    
|                                                        | Short-term borrowings                                                                                      |                                                                                  |       | 168   |             |   |       | 123   |    
|                                                        | Current portion of long-term debt, including
    capital leases                                            |                                                                                  |       | 3     |             |   |       | 99    |    
|                                                        | Federal income, property and other taxes payable                                                           |                                                                                  |       | 4     |             |   |       | 32    |    
|                                                        | Regulatory liabilities                                                                                     |                                                                                  |       | 26    |             |   |       | 30    |    
|                                                        | Other                                                                                                      |                                                                                  |       | 61    |             |   |       | 83    |    
|                                                        |                                                                                                            |                                                                                  |       |       |             |  
|                                                        |                                                                                                            |                                                                                  | 390   |       |             |   | 471   |      
|                                                        |                                                                                                            |                                                                                  |       |       |             |  
|Other Liabilities                                       |                                                                                                            |                                                                                  |       |       |             |   |       |      
|                                                        | Deferred income taxes                                                                                      |                                                                                  |       | 170   |             |   |       | 130   |    
|                                                        | Regulatory liabilities                                                                                     |                                                                                  |       | 139   |             |   |       | 142   |    
|                                                        | Unamortized investment tax credit                                                                          |                                                                                  |       | 21    |             |   |       | 22    |    
|                                                        | Accrued postretirement benefit costs                                                                       |                                                                                  |       | 78    |             |   |       | 77    |    
|                                                        | Accrued environmental costs                                                                                |                                                                                  |       | 17    |             |   |       | 18    |    
|                                                        | Other                                                                                                      |                                                                                  |       | 38    |             |   |       | 34    |    
|                                                        |                                                                                                            |                                                                                  |       |       |             |  
|                                                        |                                                                                                            |                                                                                  | 463   |       |             |   | 423   |      
|                                                        |                                                                                                            |                                                                                  |       |       |             |  
|Long-term debt, including capital lease
    obligations |                                                                                                            |                                                                                  | 776   |       |             |   | 678   |      
|                                                        |                                                                                                            |                                                                                  |       |       |             |  
|Commitments and Contingencies
    (Note 7)              |                                                                                                            |                                                                                  |       |       |             |   |       |      
|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   |             |   |       | 431   |    
|                                                        | Retained earnings                                                                                          |                                                                                  |       | 388   |             |   |       | 398   |    
|                                                        |                                                                                                            |                                                                                  |       |       |             |  
|                                                        |                                                                                                            |                                                                                  | 830   |       |             |   | 839   |      
|                                                        |                                                                                                            |                                                                                  |       |       |             |  
|                                                        |                                                                                                            | $                                                                                | 2,459 |       |             | $ | 2,411 |      
|                                                        |                                                                                                            |                                                                                  |       |       |             |  

See Notes to Consolidated Financial Statements
(Unaudited)

8



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##### Table of Contents



MICHIGAN CONSOLIDATED GAS COMPANY






CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)


|                                                         |                                                                                |                                                          |                                                          |                                        |      |      |     |     |    |      |     |  
|-------------------------------------------------------- | ------------------------------------------------------------------------------ | -------------------------------------------------------- | -------------------------------------------------------- | -------------------------------------- | ---- | ---- | --- | --- | -- | ---- | --- | -
|                                                         |                                                                                |                                                         
|                                                         |                                                                                | Nine Months                                              |                                                         
|                                                         |                                                                                | Ended                                                    |                                                         
|                                                         |                                                                                | September 30                                             |                                                         
|                                                         |                                                                                |                                                          |                                                         
|                                                         |                                                                                | 2003                                                     |                                                          |                                        | 2002 |     
|                                                         |                                                                                |                                                          |                                                          |                                        |      |     
|                                                         |                                                                                |                                                         
|                                                         |                                                                                | (In millions)                                            |                                                         
|Operating Activities                                     |                                                                                |                                                          |                                                          |                                        |      |      |     |    
|                                                         | Net income                                                                     |                                                          | $                                                        | 27                                     |      |      | $   | 1   |   
|                                                         | Adjustments to reconcile net income to net cash
    from operating activities: |                                                          |                                                          |                                        |      |      |     |     |   
|                                                         |                                                                                | Depreciation, depletion and amortization                 |                                                          |                                        | 79   |      |     |     | 79 |     
|                                                         |                                                                                | Property write-down and contract losses                  |                                                          |                                        | 5    |      |     |     | 41 |     
|                                                         |                                                                                | Deferred income taxes and investment tax credit,
    net |                                                          |                                        | 12   |      |     |     | 9  |     
|                                                         |                                                                                | Changes in assets and liabilities:                       |                                                          |                                        |      |      |     |     |    |     
|                                                         |                                                                                |                                                          | Accounts receivable, net                                 |                                        |      | 45   |     |     |    | 97   |    
|                                                         |                                                                                |                                                          | Accrued unbilled revenues                                |                                        |      | 87   |     |     |    | 78   |    
|                                                         |                                                                                |                                                          | Inventories                                              |                                        |      | (103 | )   |     |    | (150 | )  
|                                                         |                                                                                |                                                          | Property taxes assessed applicable to future
    periods |                                        |      | (5   | )   |     |    | 22   |    
|                                                         |                                                                                |                                                          | Prepaid benefit costs and due from affiliate             |                                        |      | (29  | )   |     |    | (47  | )  
|                                                         |                                                                                |                                                          | Accrued gas cost recovery                                |                                        |      | (42  | )   |     |    | (19  | )  
|                                                         |                                                                                |                                                          | Accounts payable                                         |                                        |      | 24   |     |     |    | (6   | )  
|                                                         |                                                                                |                                                          | Federal income, property and other taxes payable         |                                        |      | (28  | )   |     |    | (33  | )  
|                                                         |                                                                                |                                                          | Other                                                    |                                        |      | (20  | )   |     |    | (37  | )  
|                                                         |                                                                                |                                                          |                                                          |                                        |      |     
|                                                         |                                                                                |                                                          |                                                          | Net cash from operating activities     |      |      | 52  |     |    |      | 35  |  
|                                                         |                                                                                |                                                          |                                                          |                                        |      |     
|Investing Activities                                     |                                                                                |                                                          |                                                          |                                        |      |      |     |    
|                                                         | Capital expenditures                                                           |                                                          |                                                          | (67                                    | )    |      |     | (59 | ) 
|                                                         | Other                                                                          |                                                          |                                                          | (2                                     | )    |      |     | 1   |   
|                                                         |                                                                                |                                                          |                                                          |                                        |      |     
|                                                         |                                                                                |                                                          |                                                          | Net cash used for investing activities |      |      | (69 | )   |    |      | (58 | )
|                                                         |                                                                                |                                                          |                                                          |                                        |      |     
|Financing Activities                                     |                                                                                |                                                          |                                                          |                                        |      |      |     |    
|                                                         | Issuance of long-term debt (Note 4)                                            |                                                          |                                                          | 199                                    |      |      |     |    |   
|                                                         | Redemption of long-term debt                                                   |                                                          |                                                          | (194                                   | )    |      |     | (21 | ) 
|                                                         | Short-term borrowings, net                                                     |                                                          |                                                          | 44                                     |      |      |     | 63  |   
|                                                         | Dividends paid                                                                 |                                                          |                                                          | (37                                    | )    |      |     |    |   
|                                                         |                                                                                |                                                          |                                                          |                                        |      |     
|                                                         |                                                                                |                                                          |                                                          | Net cash from financing activities     |      |      | 12  |     |    |      | 42  |  
|                                                         |                                                                                |                                                          |                                                          |                                        |      |     
|Net Increase (Decrease) in Cash and Cash
    Equivalents |                                                                                |                                                          | (5                                                       | )                                      |      |      | 19  |    
|Cash and Cash Equivalents at Beginning of
    Period     |                                                                                |                                                          | 7                                                        |                                        |      |      | 4   |    
|                                                         |                                                                                |                                                          |                                                          |                                        |      |     
|Cash and Cash Equivalents at End of
    Period           |                                                                                | $                                                        | 2                                                        |                                        |      | $    | 23  |    
|                                                         |                                                                                |                                                          |                                                          |                                        |      |     
|Supplementary Cash Flow Information                      |                                                                                |                                                          |                                                          |                                        |      |      |     |    
|                                                         | Interest paid (excluding interest capitalized)                                 |                                                          | $                                                        | 47                                     |      |      | $   | 45  |   
|                                                         | Income taxes paid                                                              |                                                          |                                                          | 14                                     |      |      |     |    |   

See Notes to Consolidated Financial Statements
(Unaudited)

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MICHIGAN CONSOLIDATED GAS COMPANY






CONSOLIDATED STATEMENT OF RETAINED EARNINGS
(UNAUDITED)


|                                  |  |               |     |   |      |   |     | 
|--------------------------------- |  | ------------- | --- | - | ---- | - | --- | 
|                                  |  |              
|                                  |  | Nine Months   |    
|                                  |  | Ended         |    
|                                  |  | September 30  |    
|                                  |  |               |    
|                                  |  | 2003          |     |   | 2002 |  
|                                  |  |               |     |   |      |  
|                                  |  |              
|                                  |  | (In millions) |    
|Balance  beginning of
    period |  | $             | 398 |   |      | $ | 378 | 
|Net income                        |  |               | 27  |   |      |   | 1   | 
|Common stock dividends declared   |  |               | (37 | ) |      |   |    | 
|                                  |  |               |     |   |      |  
|Balance  end of
    period       |  | $             | 388 |   |      | $ | 379 | 
|                                  |  |               |     |   |      |  

See Notes to Consolidated Financial Statements
(Unaudited)

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##### Table of Contents



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 2002 Annual Report to the Securities
and Exchange Commission 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 could 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 some prior year balances to match
the current years presentation.



|         |                              
|-------- | -----------------------------
|Note 2  | New Accounting Pronouncements



| |                             
| | ----------------------------
| | Asset Retirement Obligations

On January 1, 2003, we adopted SFAS
No. 143, Accounting for Asset Retirement
Obligations, which requires the fair value of an asset
retirement obligation be recognized in the period in which it is
incurred. It applies to legal obligations associated with the
retirement of long-lived assets resulting from the acquisition,
construction, development and (or) the normal operation of a
long-lived asset. When a new liability is recorded, an entity
capitalizes the costs of the liability by increasing the
carrying amount of the related long-lived asset. The liability
is accreted to its present value each period, and the
capitalized cost is depreciated over the useful life of the
related asset. Upon settlement of the liability, an entity
settles the obligation for its recorded amount or incurs a gain
or loss upon settlement.

If a reasonable estimate of fair value cannot be
made in the period the asset retirement obligation is incurred,
such as assets with an indeterminate life, the liability is to
be recognized when a reasonable estimate of fair value can be
made. Generally, our distribution assets have an indeterminate
life, retirement cash flows cannot be determined and there is a
low probability of retirement, therefore no liability has been
recorded for these assets. The adoption of SFAS No. 143 had
an immaterial impact on the consolidated financial statements.

SFAS No. 143 also requires the
quantification of the estimated cost of removal obligations,
arising from other than legal obligations, which have been
accrued through depreciation charges. At January 1, 2003,
we had approximately $400 million of previously accrued
asset removal costs related to our regulated operations, for
other than legal obligations, included in accumulated
depreciation.

Note 3  Regulatory
Matters



| |              
| | -------------
| | Gas Rate Plan

On September 30, 2003, MichCon filed an
application with the MPSC for an increase in service and
distribution charges (base rates) for its gas sales and
transportation customers. The filing requests an overall
increase in base rates of $194 million per year
(approximately 7% increase, inclusive of gas costs), beginning
January 1, 2005. Although a final order relating to the
base rate increase request is not anticipated prior to the
fourth quarter of 2004, MichCon has requested that the MPSC
increase base rates by $154 million per year on an interim
basis by April 1, 2004. The interim request is based on a
projected revenue deficiency for the test year 2004.

11



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##### Table of Contents



Primary factors that necessitate MichCons
request for increased base rates include significant increases
in routine and mandated infrastructure improvements, increased
operation and maintenance expenses, including employee pension
and health care costs, and a decline in customer consumption.
The filing also requests a permanent capital structure based on
50% debt and 50% equity, and a proposed return on equity
(ROE) of 11.5%. MichCon is also proposing a symmetrical ROE
sharing mechanism which would provide that shareholders retain
all earnings within a 1% band above and below the authorized
ROE. If the actual ROE falls outside of the band, customers
would share between 20% and 80% of the excess or shortfall of
earnings, depending on actual ROE.

On September 30, 2003, MichCon also filed an
application with the MPSC for the approval of depreciation
rates, which will result in a modest increase in its composite
depreciation rate. The Company anticipates that any depreciation
change will be implemented contemporaneously with a MPSC order
in MichCons base rate case.



| |                           
| | --------------------------
| | Gas Industry Restructuring

In December 2001, the MPSC approved
MichCons application for a voluntary, expanded permanent
gas Customer Choice program, which replaced the experimental
program that expired in March 2002. Effective April 2002, up to
40% of MichCons customers could elect to purchase gas from
suppliers other than MichCon. Effective April 2003, up to 60% of
customers are eligible and by April 2004, all of MichCons
1.2 million customers may participate in the program. The
MPSC also approved the use of deferred accounting for the
recovery of implementation costs of the Customer Choice program.
As of September 2003, approximately 124,000 customers are
participating in the Customer Choice program.



| |                              
| | -----------------------------
| | 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 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 of
approximately $14 million 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
will be subject to the 2002 GCR reconciliation process. In July
2002, in response to a petition for rehearing filed by the
Michigan Attorney General, the MPSC directed the parties to
address MichCons implementation of the December 2001 order
and the impact of that implementation on rates charged to
MichCons customers. On March 12, 2003, the MPSC
issued an order in MichCons 2002 GCR plan case. The MPSC
ordered MichCon to reduce its gas cost recovery expenses by
$26.5 million for purposes of calculating the 2002 GCR
factor due to MichCons decision to utilize storage gas
during 2001 that resulted in a gas inventory decrement for the
2001 calendar year. Although we have recorded a
$26.5 million reserve in 2002 to reflect the impact of this
order, a final determination of actual 2002 revenue and expenses
including any disallowances or adjustment will be decided in
MichCons 2002 GCR reconciliation case. In addition, we
filed an appeal of the March 12, 2003 MPSC order with the
Michigan Court of Appeals. The 2002 GCR reconciliation case was
filed with the MPSC in February 2003. Intervening parties in
this proceeding are seeking to have the MPSC disallow an
additional approximately $34 million representing unbilled
revenues at December 2001 and the Enron bankruptcy settlement. A
final order in this proceeding is not expected until 2004.

2003 Plan
Year On July 23,
2003, the MPSC approved an increase in MichCons 2003 GCR
rate to a maximum of $5.75 per Mcf for the billing months
of August 2003 through December 2003. As of September 30,
2003, MichCon has accrued a $64 million regulatory asset
representing the under-recovery of actual gas costs incurred. It
is expected that the billing of the $5.75 GCR rate will
substantially eliminate the under-recovery by year-end 2003.

2004 Plan
Year On
September 30, 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 would run from April to March of the
following year. To accomplish the switch, the 2004 GCR Plan Case
reflects a 15-month

12



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##### Table of Contents



transitional period, January 2004 through March
2005. Under our transition proposal, MichCon would file two
reconciliations pertaining to the transition period; one
addressing the January 2004 to March 2004 period, the other
addressing the remaining April 2004 to March 2005 period. The
plan also proposes a quarterly GCR ceiling price adjustment
mechanism. This mechanism allows MichCon to increase the maximum
GCR factor to compensate for increases in market prices thereby
minimizing the possibility of a GCR under recovery.


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 our financial position, results of operations and cash
flows.

Note 4  Long Term Debt

In February 2003, MichCon issued
$200 million of 5.7% senior notes due in March 2033.
The proceeds were used for debt redemptions.

Note 5  Short Term Credit
Arrangements and Borrowings

On October 24, 2003, MichCon entered into a
$162.5 million 364-day revolving credit facility and a
$162.5 million three-year revolving credit facility with a
syndicate of banks. These credit facilities may be utilized for
general corporate borrowings, but primarily are intended to
provide liquidity support for MichCons existing commercial
paper program. These agreements require MichCon to maintain a
debt to total capitalization ratio of no more than .65 to 1 and
an earnings before interest, taxes, depreciation and
amortization (EBITDA) to interest ratio of no less
than 2 to 1. MichCon is currently in compliance with these
financial covenants.

Note 6  Unusual Charges



| |                    
| | -------------------
| | Property Write-down

In June 2002, we recorded a $33 million
pre-tax ($22 million net of taxes) charge from the planned
sale of our former headquarters. An additional $5 million
pre-tax ($4 million net of taxes) charge was recorded in
June 2003 to further reduce the carrying value of the property
to fair value based on the estimated selling price less cost to
sell.



| |              
| | -------------
| | Contract Loss

In June 2002, we recorded a $15 million
pre-tax ($10 million net of taxes) charge related to the
termination of a contract for computer services with an
unrelated third party.

Note 7  Contingencies

We are involved in certain legal (including
commercial matters), 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, 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 impact on our financial statements in the period they
are resolved.

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

13



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##### Table of Contents








INDEPENDENT ACCOUNTANTS REPORT


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, 2003, the related condensed consolidated
statements of operations for the three-month and nine-month
periods ended September 30, 2003 and 2002 and the condensed
consolidated statements of cash flows and retained earnings for
the nine-month periods ended September 30, 2003 and 2002.
These interim financial statements are the responsibility of
Michigan Consolidated Gas Companys management.

We conducted our reviews in accordance with
standards established by the American Institute of Certified
Public Accountants. 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 auditing standards generally
accepted in the United States of America, 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
auditing standards generally accepted in the United States of
America, the consolidated statement of financial position of
Michigan Consolidated Gas Company and subsidiaries as of
December 31, 2002, and the related consolidated statements
of operations, cash flows and retained earnings for the year
then ended (not presented herein); and in our report dated
February 11, 2003 (March 12, 2003 as to Note 17),
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, 2002 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 7, 2003


14



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##### Table of Contents








OTHER INFORMATION


Legal Proceedings

We are involved in certain legal (including
commercial matters), administrative and environmental
proceedings before various courts, arbitration panels and
governmental agencies concerning claims arising in the ordinary
course of business. These proceedings include contract disputes,
environmental reviews and investigations, 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. For additional discussion on legal matters, see
the Notes to the Consolidated Financial Statements.

Exhibits and Reports on Form 8-K

(a) Exhibits

|           |     |    |             |                                                                                                                                                                                                                                                                                       
|---------- | --- | -- | ----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit    |     |    |            
|Number     |     |    | Description
|           |     |    |            
|Filed:    
|           | 15- | 7  |             | Awareness Letter of Deloitte & Touche LLP                                                                                                                                                                                                                                             
|           | 31- | 3  |             | Chief Executive Officer Section 302
    Form 10-Q Certification                                                                                                                                                                                                                       
|           | 31- | 4  |             | Chief Financial Officer Section 302
    Form 10-Q Certification                                                                                                                                                                                                                       
|           | 99- | 11 |             | 364-Day Credit Agreement dated as of
    October 24, 2003 among Michigan Consolidated Gas Company,
    The Banks, Financial Institutions and Other Institutional
    Lenders, and Bank One, NA (Main Office  Chicago) and
    Barclays Bank PLC, and Citigroup Global Markets Inc.   
|           | 99- | 12 |             | Three-Year Credit Agreement dated as of
    October 24, 2003 among Michigan Consolidated Gas Company,
    The Banks, Financial Institutions and Other Institutional
    Lenders, and Bank One, NA (Main Office  Chicago) and
    Barclays Bank PLC, and Citigroup Global Markets Inc.
|Furnished:
|           | 32- | 3  |             | Chief Executive Officer Section 906
    Certification of Periodic Report                                                                                                                                                                                                              
|           | 32- | 4  |             | Chief Financial Officer Section 906
    Certification of Periodic Report                                                                                                                                                                                                              

(b) Reports on
Form 8-K

During the quarterly period ended
September 30, 2003, we filed Current Reports on
Forms 8-K covering matters, as follows:

Item 7. Exhibits and Item 9.
Regulation FD Disclosure-Information Provided Under
Item 12. (Results of Operations and Financial Condition)
filed and dated July 28, 2003; and

Item 5. Other Events, Item 7.
Exhibits and Item 9. Regulation FD
Disclosure-Information Provided Under Item 12. (Results of
Operations and Financial Condition) filed and dated
August 1, 2003.

15



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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





| |                                        
| | ---------------------------------------
| | /S/ DANIEL G. BRUDZYNSKI               
| | _______________________________________
| | DANIEL G. BRUDZYNSKI                   
| | Chief Accounting Officer,              
| | Vice President and Controller          

Date: November 7, 2003

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EXHIBIT INDEX


|           |     |    |             |                                                                                                                                                                                                                                                                                       
|---------- | --- | -- | ----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit    |     |    |            
|Number     |     |    | Description
|           |     |    |            
|Filed:    
|           | 15- | 7  |             | Awareness Letter of Deloitte & Touche LLP                                                                                                                                                                                                                                             
|           | 31- | 3  |             | Chief Executive Officer Section 302
    Form 10-Q Certification                                                                                                                                                                                                                       
|           | 31- | 4  |             | Chief Financial Officer Section 302
    Form 10-Q Certification                                                                                                                                                                                                                       
|           | 99- | 11 |             | 364-Day Credit Agreement dated as of
    October 24, 2003 among Michigan Consolidated Gas Company,
    The Banks, Financial Institutions and Other Institutional
    Lenders, and Bank One, NA (Main Office  Chicago) and
    Barclays Bank PLC, and Citigroup Global Markets Inc.   
|           | 99- | 12 |             | Three-Year Credit Agreement dated as of
    October 24, 2003 among Michigan Consolidated Gas Company,
    The Banks, Financial Institutions and Other Institutional
    Lenders, and Bank One, NA (Main Office  Chicago) and
    Barclays Bank PLC, and Citigroup Global Markets Inc.
|Furnished:
|           | 32- | 3  |             | Chief Executive Officer Section 906
    Certification of Periodic Report                                                                                                                                                                                                              
|           | 32- | 4  |             | Chief Financial Officer Section 906
    Certification of Periodic Report