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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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FORM 10-Q

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

For the Quarterly Period ended March 31, 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.

MICHIGAN CONSOLIDATED GAS COMPANY

(Exact name of registrant as specified in its charter)


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

313-235-4000
Registrants telephone number, including area code

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 (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 x No o

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

Yes x No o



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MICHIGAN CONSOLIDATED GAS COMPANY
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED MARCH 31, 2003

TABLE OF CONTENTS

|                                                                     |                                              |  |        |    | 
|-------------------------------------------------------------------- | -------------------------------------------- |  | ------ | -- | 
|                                                                     |                                              |  | PAGE  
|                                                                     |                                              |  | NUMBER
|                                                                     |                                              |  |       
|DEFINITIONS                                                          |                                              |  | 1      |   
|PART I   FINANCIAL INFORMATION                                      |                                              |  |        |   
|Item 1. Financial Statements                                         |                                              |  |        |   
|                                                                     | Consolidated Statement of Operations         |  |        | 8  | 
|                                                                     | Consolidated Statement of Financial Position |  |        | 9  | 
|                                                                     | Consolidated Statement of Cash Flows         |  |        | 10 | 
|                                                                     | Consolidated Statement of Retained Earnings  |  |        | 11 | 
|                                                                     | Notes to Consolidated Financial Statements   |  |        | 12 | 
|                                                                     | Independent Accountants Report              |  |        | 14 | 
|Item 2. Managements Narrative Analysis of the Results
of Operations |                                              |  | 4      |   
|Item 4. Controls and Procedures                                      |                                              |  | 7      |   
|PART II  OTHER INFORMATION                                          |                                              |  |        |   
|Item 6. Exhibits and Reports on Form 8-K                             |                                              |  | 15     |   
|SIGNATURE                                                            |                                              |  | 16     |   
|CERTIFICATIONS                                                       |                                              |  | 17     |   





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|                                                                     |                                              |  |  |  |  |  |  | 
|-------------------------------------------------------------------- | -------------------------------------------- |  |  |  |  |  |  | 
|DEFINITIONS                                                         
|Item 2. Managements Narrative Analysis of the Results of Operations
|Item 4. Controls and Procedures                                     
|PART I   FINANCIAL INFORMATION                                     
|Item 1. Financial Statements                                        
|                                                                     | Consolidated Statement of Operations        
|                                                                     | Consolidated Statement of Financial Position
|                                                                     | Consolidated Statement of Cash Flows        
|                                                                     | Consolidated Statement of Retained Earnings 
|                                                                     | Notes to Consolidated Financial Statements  
|                                                                     | Independent Accountants Report             
|PART II  OTHER INFORMATION                                         
|Item 6. Exhibits and Reports on Form 8-K                            
|SIGNATURE                                                           
|CERTIFICATIONS                                                      
|Fourth Supplemental Indenture dated 02/15/03                        
|Thirty-seventh Supplemental Indenture, 02/15/2003                   
|Awareness Letter of Deloitte & Touche LLP                           
|Chief Executive Officer Certification                               
|Chief Financial Officer Certification                               



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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. (formerly MCN Energy).                                                                                                                                                                                                                                                                                                       
|                            |  |                                                                                                                                                                                                                                                                                                                                                   
|FERC                        |  | Federal Energy Regulatory Commission, a
federal agency that determines the rates and
regulations of interstate pipelines.                                                                                                                                                                                                                         
|                            |  |                                                                                                                                                                                                                                                                                                                                                   
|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.                                                                                                                                                                                         
|                            |  |                                                                                                                                                                                                                                                                                                                                                   
|Gas Storage                 |  | For MichCon, the process of injecting, storing
and withdrawing natural gas from a depleted
underground natural gas field.                                                                                                                                                                                                                         
|                            |  |                                                                                                                                                                                                                                                                                                                                                   
|GCR                         |  | A gas cost recovery mechanism authorized by
the MPSC 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.                                                                                                                                                                                                       
|                            |  |                                                                                                                                                                                                                                                                                                                                                   
|MCN Energy                  |  | MCN Energy Group Inc. and subsidiary companies.                                                                                                                                                                                                                                                                                                   
|                            |  |                                                                                                                                                                                                                                                                                                                                                   
|MichCon                     |  | Michigan Consolidated Gas Company, an
indirect, wholly-owned natural gas
distribution and intrastate transmission
subsidiary of Enterprises.                                                                                                                                                                                                      

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|                      |  |                                                                                            
|--------------------- |  | -------------------------------------------------------------------------------------------
|MPSC                  |  | Michigan Public Service Commission.                                                        
|                      |  |                                                                                            
|Normal Weather        |  | The average daily temperature within MichCons
service area during a recent 30-year period.
|                      |  |                                                                                            
|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.                                                                 
|                      |  |                                                                                            
|/d                    |  | Added to various units of measure to denote units
per day.                                 

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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;                                                                                                                    
| 
| |  | capital market conditions and access to capital markets and other financing efforts which 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 rates;                                                                                                
| 
| |  | property insurance;                                                                                                                    
| 
| |  | the cost of protecting assets against or damage due to terrorism; and                                                                  
| 
| |  | changes in accounting standards and financial reporting regulations.                                                                   

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 statements are made. We undertake no
obligation to update any forward-looking statement to reflect events or
circumstances after the date on which such statement is made or to reflect the
occurrence of unanticipated events.

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MANAGEMENTS NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS

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

MichCon reported net income of $74.7 million for the first quarter of 2003
compared to net income of $54.1 million in the 2002 first quarter. The
increase was primarily due to higher weather related demand and a lower
effective tax rate partially, offset by increased operation and maintenance
cost.

|                                                     |  |   |       |  
|---------------------------------------------------- |  | - | ----- | -
|Increase (Decrease) in Income Compared to Prior Year |  |   |       |  
|(in Millions)                                        |  |   |       |  
|Operating revenues                                   |  | $ | 61.6  |  
|Cost of gas                                          |  |   | (36.6 | )
|                                                     |  |   |       |  
|Gross margin                                         |  |   | 25.0  |  
|Operation and maintenance                            |  |   | (11.9 | )
|Depreciation, depletion and amortization             |  |   | 1.3   |  
|Other
(income) and deductions                        |  |   | 1.2   |  
|Income tax provision                                 |  |   | 5.0   |  
|                                                     |  |   |       |  
|Net income                                           |  | $ | 20.6  |  
|                                                     |  |   |       |  

Operating revenues increased $61.6 million in the first quarter of 2003,
reflecting increased contributions from weather related sales and higher Gas
Cost Recovery (GCR) revenues.

|                            |  |         |       |      |  |   |       | 
|--------------------------- |  | ------- | ----- | ---- |  | - | ----- | 
|                            |  | Quarter
|                            |  |        
|Gas Markets (in Millions)   |  | 2003    |       | 2002
|                            |  |         |       |     
|Gas Sales                   |  | $       | 561.1 |      |  | $ | 526.3 | 
|End User Transportation     |  |         | 57.2  |      |  |   | 31.6  | 
|                            |  |         |       |      |  |   |       | 
|                            |  | $       | 618.3 |      |  | $ | 557.9 | 
|                            |  |         |       |      |  |   |       | 
|Intermediate Transportation |  |         | 13.4  |      |  |   | 12.1  | 
|Other                       |  |         | 20.0  |      |  |   | 20.1  | 
|                            |  |         |       |      |  |   |       | 
|                            |  | $       | 651.7 |      |  | $ | 590.1 | 
|                            |  |         |       |      |  |   |       | 
|Gas Markets (in Bcf)        |  |         |       |      |  |   |       | 
|Gas Sales                   |  |         | 80.0  |      |  |   | 76.3  | 
|End User Transportation     |  |         | 60.8  |      |  |   | 48.1  | 
|                            |  |         |       |      |  |   |       | 
|                            |  |         | 140.8 |      |  |   | 124.4 | 
|Intermediate Transportation |  |         | 174.5 |      |  |   | 137.3 | 
|                            |  |         |       |      |  |   |       | 
|                            |  |         | 315.3 |      |  |   | 261.7 | 
|                            |  |         |       |      |  |   |       | 

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Gas sales and end user transportation revenuesin total increased $60.4 million
in the 2003 first quarter due primarily to $27.7 million in weather related
demand and an associated increase of $31.5 million in Gas Cost Recovery (GCR)
revenues. Upon returning to the GCR mechanism in January 2002, MichCon
has no commodity price risk associated with its prudently incurred gas costs.
 End user transportation volumes and revenues also reflect 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 customers are the
same.

Intermediate transportation revenuesincreased $1.3 million in the 2003 first
quarter and intermediate transportation deliveries increased 37.2 billion cubic
feet (Bcf) for the same period. A significant portion of the volume increase
was due to increased weather demand and 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 gasis affected by variations in sales volumes, cost of purchased gas
and related transportation costs, and the effects of any permanent liquidation
of inventory gas. Cost of gas sold increased by $36.6 million in the first
quarter of 2003. The increase was due primarily to increased volumes due to colder
weather in 2003. The average cost of gas sold increased $.19 per Mcf (3.9%)
from the comparable 2002 period.

Operation and maintenanceexpenses increased $11.9 million for the 2003 first
quarter compared to the same period in 2002 due to higher employee pension and
health care benefit costs and increased costs associated with customer service
process improvements. As a result of the continued increase in operating
costs, MichCon expects to file a rate case in the latter half of 2003.

Other income and deductionsdecreased $1.2 million in the 2003 first quarter
primarily due to lower interest expense associated with long term debt.

Income taxesdecreased $5.0 million for the 2003 first quarter compared to the
same period in 2002. The income tax provision was 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

|                                          |                      |   |              |      |      |   |    |     |  
|----------------------------------------- | -------------------- | - | ------------ | ---- | ---- | - | -- | --- | -
|                                          |                      |   | Three Months
|                                          |                      |   | March 31    
|                                          |                      |   | 2003         |      | 2002
|                                          |                      |   |              |      |     
|Cash and Cash Equivalents                 |                      |   |              |      |      |   |    |    
|(in Millions)                             |                      |   |              |      |      |   |    |    
|Cash Flow From (Used For)                 |                      |   |              |      |      |   |    |    
|                                          | Operating activities |   | $            | 216  |      |   | $  | 73  |  
|                                          | Investing activities |   |              | (287 | )    |   |    | (19 | )
|                                          | Financing activities |   |              | 66   |      |   |    | (58 | )
|                                          |                      |   |              |      |      |   |    |     |  
|Net Decrease in Cash and Cash Equivalents |                      | $ | (5           | )    |      | $ | (4 | )  
|                                          |                      |   |              |      |      |   |    |    

Operating Activities

Net cash from operating activities increased $143 million due to increases in
net income, utilization of gas in inventory and gas inventory equalization and
a decrease in unbilled revenues, offset by increases in accounts receivable due
to higher volumes.

Investing Activities

Net cash used for investing activities increased $268 million reflecting an
increase in intercompany loans to DTE Energy, resulting from temporary excess
cash.

Financing Activities

Net cash related to financing activities increased $124 million reflecting the
issuance of $200 million in debt, partially offset by a reduction in short term borrowings,
retirement of long-term debt and the payment of a dividend in the first quarter of 2003.

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CONTROLS AND PROCEDURES



|(a) |  | Evaluation of disclosure controls and procedures                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | MichCons Chief Executive Officer and Chief Financial Officer have evaluated
the effectiveness of MichCons disclosure controls and procedures (as
defined in Exchange Act Rules 13a  14(c) and 15d  14(d)) as of a date
within 90 days before the filing of this quarterly report, and have
concluded that, as of the evaluation date, such controls and procedures were
effective at ensuring that required information will be disclosed on a
timely basis in reports filed under the Exchange Act.
|   
|(b) |  | Changes in internal controls                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|    |  | There have been no significant changes (including corrective actions
with regard to significant deficiencies or material weaknesses) in
MichCons internal controls or in other factors that could significantly
affect these controls subsequent to the evaluation date referenced in
paragraph (a) above.                                                                                                                                                                                             

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MICHIGAN CONSOLIDATED GAS COMPANY
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

|                              |                                          |      |              |         |   |   |         |         |  
|----------------------------- | ---------------------------------------- | ---- | ------------ | ------- | - | - | ------- | ------- | -
|                              |                                          |      | Three Months
|                              |                                          |      | March 31    
|(in Thousands)                |                                          | 2003 |              | 2002   
|                              |                                          |      |              |        
|Operating Revenues            |                                          | $    | 651,666      |         |   | $ | 590,062 |        
|                              |                                          |      |              |         |   |   |         |        
|Operating Expenses            |                                          |      |              |         |   |   |         |        
|                              | Cost of gas                              |      |              | 420,722 |   |   |         | 384,092 |  
|                              | Operation and maintenance                |      |              | 78,080  |   |   |         | 66,229  |  
|                              | Depreciation, depletion and amortization |      |              | 25,211  |   |   |         | 26,521  |  
|                              | Taxes other than income                  |      |              | 16,536  |   |   |         | 16,570  |  
|                              |                                          |      |              |         |   |   |         |        
|                              |                                          |      | 540,549      |         |   |   | 493,412 |        
|                              |                                          |      |              |         |   |   |         |        
|Operating Income              |                                          |      | 111,117      |         |   |   | 96,650  |        
|                              |                                          |      |              |         |   |   |         |        
|Other (Income) and Deductions |                                          |      |              |         |   |   |         |        
|                              | Interest on long-term debt               |      |              | 13,994  |   |   |         | 13,632  |  
|                              | Other interest expense                   |      |              | 452     |   |   |         | 1,951   |  
|                              | Interest income                          |      |              | (2,579  | ) |   |         | (3,443  | )
|                              | Equity in earnings of joint ventures     |      |              | (572    | ) |   |         | (611    | )
|                              | Other                                    |      |              | (323    | ) |   |         | 596     |  
|                              |                                          |      |              |         |   |   |         |        
|                              |                                          |      | 10,972       |         |   |   | 12,125  |        
|                              |                                          |      |              |         |   |   |         |        
|Income Before Income Taxes    |                                          |      | 100,145      |         |   |   | 84,525  |        
|Income Tax Provision          |                                          |      | 25,438       |         |   |   | 30,396  |        
|                              |                                          |      |              |         |   |   |         |        
|Net Income                    |                                          | $    | 74,707       |         |   | $ | 54,129  |        
|                              |                                          |      |              |         |   |   |         |        

See Notes to Consolidated Financial Statements

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MICHIGAN CONSOLIDATED GAS COMPANY
CONSOLIDATED STATEMENT OF FINANCIAL POSITION

|                                     |                                                     |                                   |                                                                                                    |                                                                                      |         |           |           |             |        |           |         | 
|------------------------------------ | --------------------------------------------------- | --------------------------------- | -------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------ | ------- | --------- | --------- | ----------- | ------ | --------- | ------- | 
|                                     |                                                     |                                   |                                                                                                    |                                                                                      |         | March 31  |           |             |        |          
|                                     |                                                     |                                   |                                                                                                    |                                                                                      |         | 2003      |           | December 31
|(in Thousands)                       |                                                     | (Unaudited)                       |                                                                                                    | 2002                                                                                
|                                     |                                                     |                                   |                                                                                                    |                                                                                     
|ASSETS                               |                                                     |                                   |                                                                                                    |                                                                                      |         |           |           |            
|                                     | Current Assets                                      |                                   |                                                                                                    |                                                                                      |         |           |           |             |       
|                                     |                                                     |                                   | Cash and cash equivalents                                                                          |                                                                                      | $       | 1,642     |           |             | $      | 7,025     |        
|                                     |                                                     |                                   | Accounts receivable                                                                                |                                                                                      |         |           |           |             |        |           |        
|                                     |                                                     |                                   |                                                                                                    | Customer (less allowance for doubtful accounts of $30,348 and $26,894, respectively) |         |           | 288,348   |             |        |           | 156,476 | 
|                                     |                                                     |                                   |                                                                                                    | Accrued unbilled revenues                                                            |         |           | 72,673    |             |        |           | 116,061 | 
|                                     |                                                     |                                   |                                                                                                    | Other                                                                                |         |           | 73,030    |             |        |           | 73,233  | 
|                                     |                                                     | Accrued gas cost recovery revenue |                                                                                                    |                                                                                      | 70,370  |           |           |             | 21,706 |          
|                                     |                                                     | Notes receivable from affiliate   |                                                                                                    |                                                                                      | 268,832 |           |           |             |       |          
|                                     |                                                     | Inventories                       |                                                                                                    |                                                                                      |         |           |           |             |        |          
|                                     |                                                     |                                   |                                                                                                    | Gas                                                                                  |         |           | 8,388     |             |        |           | 54,623  | 
|                                     |                                                     |                                   |                                                                                                    | Material and supplies                                                                |         |           | 15,405    |             |        |           | 14,460  | 
|                                     |                                                     | Other                             |                                                                                                    |                                                                                      |         | 32,398    |           |             |        | 53,193    |        
|                                     |                                                     |                                   |                                                                                                    |                                                                                      |         |           |           |            
|                                     |                                                     |                                   | 831,086                                                                                            |                                                                                      |         |           | 496,777   |            
|                                     |                                                     |                                   |                                                                                                    |                                                                                      |         |           |           |            
|                                     | Property, Plant and Equipment                       |                                   |                                                                                                    | 3,120,907                                                                            |         |           |           | 3,108,176   |       
|                                     |                                                     |                                   | Less accumulated depreciation, depletion and amortization                                          |                                                                                      |         | 1,744,054 |           |             |        | 1,722,746 |        
|                                     |                                                     |                                   |                                                                                                    |                                                                                      |         |           |           |            
|                                     |                                                     |                                   | 1,376,853                                                                                          |                                                                                      |         |           | 1,385,430 |            
|                                     |                                                     |                                   |                                                                                                    |                                                                                      |         |           |           |            
|                                     | Other Assets                                        |                                   |                                                                                                    |                                                                                      |         |           |           |             |       
|                                     |                                                     |                                   | Other investments                                                                                  |                                                                                      |         | 80,889    |           |             |        | 79,355    |        
|                                     |                                                     |                                   | Notes receivable                                                                                   |                                                                                      |         | 83,967    |           |             |        | 84,220    |        
|                                     |                                                     |                                   | Regulatory assets                                                                                  |                                                                                      |         | 43,163    |           |             |        | 42,459    |        
|                                     |                                                     |                                   | Prepaid benefit costs and due from affiliate                                                       |                                                                                      |         | 301,959   |           |             |        | 291,834   |        
|                                     |                                                     |                                   | Other                                                                                              |                                                                                      |         | 34,473    |           |             |        | 31,194    |        
|                                     |                                                     |                                   |                                                                                                    |                                                                                      |         |           |           |            
|                                     |                                                     |                                   | 544,451                                                                                            |                                                                                      |         |           | 529,062   |            
|                                     |                                                     |                                   |                                                                                                    |                                                                                      |         |           |           |            
|                                     |                                                     | $                                 | 2,752,390                                                                                          |                                                                                      |         | $         | 2,411,269 |            
|                                     |                                                     |                                   |                                                                                                    |                                                                                      |         |           |           |            
|LIABILITIES AND SHAREHOLDERS EQUITY |                                                     |                                   |                                                                                                    |                                                                                      |         |           |           |            
|                                     | Current Liabilities                                 |                                   |                                                                                                    |                                                                                      |         |           |           |             |       
|                                     |                                                     |                                   | Accounts payable                                                                                   |                                                                                      | $       | 144,272   |           |             | $      | 104,457   |        
|                                     |                                                     |                                   | Short-term borrowings                                                                              |                                                                                      |         | 32,280    |           |             |        | 122,918   |        
|                                     |                                                     |                                   | Current portion of long-term debt, including capital leases                                        |                                                                                      |         | 166,943   |           |             |        | 98,588    |        
|                                     |                                                     |                                   | Federal income, property and other taxes payable                                                   |                                                                                      |         | 48,064    |           |             |        | 32,391    |        
|                                     |                                                     |                                   | Regulatory liabilities                                                                             |                                                                                      |         | 26,529    |           |             |        | 29,696    |        
|                                     |                                                     |                                   | Gas inventory equalization                                                                         |                                                                                      |         | 150,241   |           |             |        |          |        
|                                     |                                                     |                                   | Other                                                                                              |                                                                                      |         | 60,718    |           |             |        | 83,015    |        
|                                     |                                                     |                                   |                                                                                                    |                                                                                      |         |           |           |            
|                                     |                                                     |                                   | 629,047                                                                                            |                                                                                      |         |           | 471,065   |            
|                                     |                                                     |                                   |                                                                                                    |                                                                                      |         |           |           |            
|                                     | Other Liabilities                                   |                                   |                                                                                                    |                                                                                      |         |           |           |             |       
|                                     |                                                     |                                   | Deferred income taxes                                                                              |                                                                                      |         | 133,609   |           |             |        | 129,912   |        
|                                     |                                                     |                                   | Regulatory liabilities                                                                             |                                                                                      |         | 147,010   |           |             |        | 142,198   |        
|                                     |                                                     |                                   | Unamortized investment tax credit                                                                  |                                                                                      |         | 21,638    |           |             |        | 22,100    |        
|                                     |                                                     |                                   | Accrued postretirement benefit costs                                                               |                                                                                      |         | 78,714    |           |             |        | 76,765    |        
|                                     |                                                     |                                   | Accrued environmental costs                                                                        |                                                                                      |         | 17,292    |           |             |        | 17,535    |        
|                                     |                                                     |                                   | Other                                                                                              |                                                                                      |         | 44,928    |           |             |        | 34,165    |        
|                                     |                                                     |                                   |                                                                                                    |                                                                                      |         |           |           |            
|                                     |                                                     |                                   | 443,191                                                                                            |                                                                                      |         |           | 422,675   |            
|                                     |                                                     |                                   |                                                                                                    |                                                                                      |         |           |           |            
|                                     | Long-term debt, including capital lease obligations |                                   |                                                                                                    | 778,804                                                                              |         |           |           | 678,101     |       
|                                     |                                                     |                                   |                                                                                                    |                                                                                      |         |           |           |            
|                                     | Commitments and Contingencies (Note 5)              |                                   |                                                                                                    |                                                                                      |         |           |           |             |       
|                                     | Shareholders Equity                                |                                   |                                                                                                    |                                                                                      |         |           |           |             |       
|                                     |                                                     |                                   | Common stock, $1 par value, 15,100,000 shares authorized,
10,300,000 shares issued and outstanding |                                                                                      |         | 10,300    |           |             |        | 10,300    |        
|                                     |                                                     |                                   | Additional paid in capital                                                                         |                                                                                      |         | 430,356   |           |             |        | 430,643   |        
|                                     |                                                     |                                   | Retained earnings                                                                                  |                                                                                      |         | 460,692   |           |             |        | 398,485   |        
|                                     |                                                     |                                   |                                                                                                    |                                                                                      |         |           |           |            
|                                     |                                                     |                                   | 901,348                                                                                            |                                                                                      |         |           | 839,428   |            
|                                     |                                                     |                                   |                                                                                                    |                                                                                      |         |           |           |            
|                                     |                                                     | $                                 | 2,752,390                                                                                          |                                                                                      |         | $         | 2,411,269 |            
|                                     |                                                     |                                   |                                                                                                    |                                                                                      |         |           |           |            

See Notes to the Consolidated Financial Statements

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MICHIGAN CONSOLIDATED GAS COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

|                                                 |                                                                           |                                                      |                                                      |                                               |        |                    |          |         |        |         |         |  
|------------------------------------------------ | ------------------------------------------------------------------------- | ---------------------------------------------------- | ---------------------------------------------------- | --------------------------------------------- | ------ | ------------------ | -------- | ------- | ------ | ------- | ------- | -
|                                                 |                                                                           |                                                      |                                                      |                                               |        | Three Months Ended
|                                                 |                                                                           |                                                      |                                                      |                                               |        | March 31          
|                                                 |                                                                           |                                                      |                                                      |                                               |        |                   
|                                                 |                                                                           |                                                      |                                                      |                                               |        | 2003               |          | 2002   
|                                                 |                                                                           |                                                      |                                                      |                                               |        |                    |          |        
|(in Thousands)                                   |                                                                           |                                                      |                                                      |                                               |        |                    |          |        
|Operating Activities                             |                                                                           |                                                      |                                                      |                                               |        |                    |          |        
|                                                 | Net income                                                                |                                                      | $                                                    | 74,707                                        |        |                    | $        | 54,129  |       
|                                                 | Adjustments to reconcile net income to net cash
from operating activities |                                                      |                                                      |                                               |        |                    |          |         |       
|                                                 |                                                                           | Depreciation, depletion and amortization             |                                                      |                                               | 25,211 |                    |          |         | 26,521 |        
|                                                 |                                                                           | Deferred income taxes and investment tax credit, net |                                                      |                                               | (2,558 | )                  |          |         | 15,502 |        
|                                                 |                                                                           | Changes in assets and liabilities:                   |                                                      |                                               |        |                    |          |         |        |        
|                                                 |                                                                           |                                                      | Accounts receivable, net                             |                                               |        | (131,669           | )        |         |        | (35,862 | )      
|                                                 |                                                                           |                                                      | Accrued unbilled revenues                            |                                               |        | 43,388             |          |         |        | 5,458   |        
|                                                 |                                                                           |                                                      | Inventories                                          |                                               |        | 45,289             |          |         |        | 4,161   |        
|                                                 |                                                                           |                                                      | Property taxes assessed applicable to future periods |                                               |        | (7,641             | )        |         |        | 8,617   |        
|                                                 |                                                                           |                                                      | Prepaid benefit costs and due from affiliate         |                                               |        | (7,633             | )        |         |        | (15,422 | )      
|                                                 |                                                                           |                                                      | Accrued gas cost recovery                            |                                               |        | (48,664            | )        |         |        | (55,157 | )      
|                                                 |                                                                           |                                                      | Accounts payable                                     |                                               |        | 39,815             |          |         |        | 28,585  |        
|                                                 |                                                                           |                                                      | Gas inventory equalization                           |                                               |        | 150,241            |          |         |        | 67,364  |        
|                                                 |                                                                           |                                                      | Federal income, property and other taxes payable     |                                               |        | 13,802             |          |         |        | 7,186   |        
|                                                 |                                                                           |                                                      | Other                                                |                                               |        | 21,136             |          |         |        | (37,801 | )      
|                                                 |                                                                           |                                                      |                                                      |                                               |        |                    |          |        
|                                                 |                                                                           |                                                      |                                                      | Net cash from operating activities            |        |                    | 215,424  |         |        |         | 73,281  |  
|                                                 |                                                                           |                                                      |                                                      |                                               |        |                    |          |        
|Investing Activities                             |                                                                           |                                                      |                                                      |                                               |        |                    |          |        
|                                                 | Capital expenditures                                                      |                                                      |                                                      | (14,916                                       | )      |                    |          | (19,241 | )     
|                                                 | Notes receivable from affiliate                                           |                                                      |                                                      | (268,832                                      | )      |                    |          |        |       
|                                                 | Other                                                                     |                                                      |                                                      | (3,219                                        | )      |                    |          | 48      |       
|                                                 |                                                                           |                                                      |                                                      |                                               |        |                    |          |        
|                                                 |                                                                           |                                                      |                                                      | Net cash used for investing activities        |        |                    | (286,967 | )       |        |         | (19,193 | )
|                                                 |                                                                           |                                                      |                                                      |                                               |        |                    |          |        
|Financing Activities                             |                                                                           |                                                      |                                                      |                                               |        |                    |          |        
|                                                 | Issuance of long-term debt                                                |                                                      |                                                      | 199,274                                       |        |                    |          |        |       
|                                                 | Redemption of long-term debt                                              |                                                      |                                                      | (29,975                                       | )      |                    |          | (969    | )     
|                                                 | Short-term borrowings, net                                                |                                                      |                                                      | (90,639                                       | )      |                    |          | (57,009 | )     
|                                                 | Dividends paid                                                            |                                                      |                                                      | (12,500                                       | )      |                    |          |        |       
|                                                 |                                                                           |                                                      |                                                      |                                               |        |                    |          |        
|                                                 |                                                                           |                                                      |                                                      | Net cash from (used for) financing activities |        |                    | 66,160   |         |        |         | (57,978 | )
|                                                 |                                                                           |                                                      |                                                      |                                               |        |                    |          |        
|Net Decrease in Cash and Cash Equivalents        |                                                                           |                                                      | (5,383                                               | )                                             |        |                    | (3,890   | )      
|Cash and Cash Equivalents at Beginning of Period |                                                                           |                                                      | 7,025                                                |                                               |        |                    | 3,929    |        
|                                                 |                                                                           |                                                      |                                                      |                                               |        |                    |          |        
|Cash and Cash Equivalents at End of Period       |                                                                           | $                                                    | 1,642                                                |                                               |        | $                  | 39       |        
|                                                 |                                                                           |                                                      |                                                      |                                               |        |                    |          |        
|Supplementary Cash Flow Information              |                                                                           |                                                      |                                                      |                                               |        |                    |          |        
|                                                 | Interest paid (excluding interest capitalized)                            |                                                      | $                                                    | 14,051                                        |        |                    | $        | 14,210  |       
|                                                 |                                                                           |                                                      |                                                      |                                               |        |                    |          |        
|                                                 | Income taxes paid                                                         |                                                      | $                                                    | 14,000                                        |        |                    | $        |        |       
|                                                 |                                                                           |                                                      |                                                      |                                               |        |                    |          |        

See Notes to Consolidated Financial Statements

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MICHIGAN CONSOLIDATED GAS COMPANY
CONSOLIDATED STATEMENT OF RETAINED EARNINGS (Unaudited)

|                                |  |          |         |      |  |   |         | 
|------------------------------- |  | -------- | ------- | ---- |  | - | ------- | 
|                                |  | March 31
|                                |  |         
|                                |  | 2003     |         | 2002
|                                |  |          |         |     
|(in Thousands)                  |  |          |         |      |  |   |         | 
|Balance  beginning of period   |  | $        | 398,485 |      |  | $ | 378,156 | 
|Net income                      |  |          | 74,707  |      |  |   | 54,129  | 
|Common stock dividends declared |  |          | (12,500 | )    |  |   |        | 
|                                |  |          |         |      |  |   |         | 
|Balance  end of period         |  | $        | 460,692 |      |  | $ | 432,285 | 
|                                |  |          |         |      |  |   |         | 

See Notes to Consolidated Financial Statements

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MICHIGAN CONSOLIDATED GAS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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. 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 estimated that 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 Industry Restructuring

Through December 2001, MichCon was operating under an MPSC-approved Regulatory

12



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Reform Plan, which included a comprehensive experimental three-year gas
Customer Choice program, a Gas Sales Program and an income sharing mechanism.
MichCon returned to a GCR mechanism in January 2002 when the Gas Sales Program
expired. Under the GCR mechanism, the gas commodity component of MichCons gas
sales rates is designed to recover the actual costs of gas purchases. 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. As of December 31, 2002, MichCon has accrued a $22
million regulatory asset representing the under-recovery of actual gas costs
incurred. 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 MichCon 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.

In December 2001, the MPSC also 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 can participate in the program.
The MPSC also approved the use of deferred accounting for the recovery of
implementation costs of the gas Customer Choice program. As of March 2003,
approximately 160,000 customers are participating in the gas Customer Choice
program.

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 redemption and general corporate
purposes.

NOTE 5  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 effect on
our financial statements in the period they are resolved.

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

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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 March 31,
2003, and the related condensed consolidated statements of operations,
cash flows, and retained earnings for the three-month
periods ended March 31, 2003 and 2002. These financial statements are the
responsibility of Michigan Consolidated Gas Companys management.

We conducted our review 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 to
financial data and of 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 review, we are not aware of any material modifications that should
be made to such condensed consolidated 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
May 2, 2003

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##### Table of Contents









PART II  OTHER INFORMATION

EXHIBITS AND REPORTS ON FORM 8-K



|(a) |  | Exhibits
|--- |  | --------

|        |  |                                                                                                                       
|------- |  | ----------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                       
|Number  |  | Description                                                                                                           
|        |  |                                                                                                                       
|4-3     |  | Fourth Supplemental Indenture, dated as of February 15, 2003,
establishing the 5.70% Senior Notes, Series A due 2033  
|4-4     |  | Thirty-seventh Supplemental Indenture, dated as of February 15,
2003, establishing the 5.70% collateral bonds due 2033
|15-6    |  | Awareness Letter of Deloitte & Touche LLP                                                                             
|99-9    |  | Chief Executive Officer Certification of Periodic Report                                                              
|99-10   |  | Chief Financial Officer Certification of Periodic Report                                                              



|(b) |  | Reports on Form 8-K                                                                                 
|--- |  | ----------------------------------------------------------------------------------------------------
|   
|    |  | We filed a report on Form 8-K during the first quarter ended
March 31, 2003 dated February 11, 2003.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

|                   |  |     |  |                                  
|------------------ |  | --- |  | ---------------------------------
|                   |  |     |  | MICHIGAN CONSOLIDATED
GAS COMPANY
|                   |  |     |  |                                  
|                   |  |     |  |                                  
|Date: May 14, 2003 |  | By: |  | /s/ DANIEL G. BRUDZYNSKI         
|                   |  |     |  |                                  
|                   |  |     |  | Daniel G. Brudzynski             
|                   |  |     |  | Chief Accounting Officer,        
|                   |  |     |  | Vice President and Controller    

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##### Table of Contents






FORM 10-Q CERTIFICATION

I, Anthony F. Earley, Jr., Chairman, President, Chief Executive and Chief
Operating Officer of Michigan Consolidated Gas Company, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Michigan Consolidated
Gas Company;                                                                                                                                                                                                                                      
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                     



| | (a) |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and                                                                                                  
|
| | (c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                                                                             |  |                   
|---------------------------------------------------------------------------------------------------------------------------- |  | ------------------
|/s/ ANTHONY F. EARLEY, JR                                                                                                    |  | Date: May 14, 2003
|                                                                                                                             |  |                   
|Anthony F. Earley, Jr.
Chairman, President, Chief Executive and
Chief Operating Officer of
Michigan Consolidated Gas Company |  |                   

17



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##### Table of Contents



FORM 10-Q CERTIFICATION

I, David E. Meador, Senior Vice President and Chief Financial Officer of
Michigan Consolidated Gas Company, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Michigan Consolidated
Gas Company;                                                                                                                                                                                                                                      
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                     



| | (a) |  | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and                                                                                                  
|
| | (c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                                                       |  |                   
|------------------------------------------------------------------------------------------------------ |  | ------------------
|/s/ DAVID E. MEADOR                                                                                    |  | Date: May 14, 2003
|                                                                                                       |  |                   
|David E. Meador
Senior Vice President and
Chief Financial Officer of
Michigan Consolidated Gas Company |  |                   

18



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##### Table of Contents



Michigan Consolidated Gas Company
Quarterly Report on Form 10-Q for Quarter Ended March 31, 2003
File No. 1-7310

Exhibit Index

|        |  |                                                                                                                       
|------- |  | ----------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                       
|Number  |  | Description                                                                                                           
|        |  |                                                                                                                       
|4-3     |  | Fourth Supplemental Indenture, dated as of February 15, 2003,
establishing the 5.70% Senior Notes, Series A due 2033  
|4-4     |  | Thirty-seventh Supplemental Indenture, dated as of February 15,
2003, establishing the 5.70% collateral bonds due 2033
|15-6    |  | Awareness Letter of Deloitte & Touche LLP                                                                             
|99-9    |  | Chief Executive Officer Certification of Periodic Report                                                              
|99-10   |  | Chief Financial Officer Certification of Periodic Report