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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 quarter ended March 31, 2002

Commission file number 1-7310

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

MICHIGAN CONSOLIDATED GAS COMPANY

(Exact name of registrant as specified in its charter)


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

313-965-2430
Registrants telephone number, including area code

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

Yes (XBOX) No(BOX)



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TABLE OF CONTENTS



|                                          |                                                            |  |  |  |  |  |  | 
|----------------------------------------- | ---------------------------------------------------------- |  |  |  |  |  |  | 
|DEFINITIONS                              
|                                          | CONSOLIDATED STATEMENT OF OPERATIONS                      
|                                          | CONSOLIDATED STATEMENT OF FINANCIAL POSITION              
|                                          | CONSOLIDATED STATEMENT OF CASH FLOWS                      
|                                          | CONSOLIDATED STATEMENT OF RETAINED EARNINGS               
|                                          | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
|                                          | INDEPENDENT ACCOUNTANTS REPORT                           
|Signature                                
|Awareness Letter of Deloitte & Touche LLP



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##### Table of Contents



Michigan Consolidated Gas Company

Quarterly Report on Form 10-Q
Quarter Ended March 31, 2002

Table of Contents

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|---------------------------------------------------------------- | -------------------------------------------- |  | ------ | -- | 
|                                                                 |                                              |  | Page  
|                                                                 |                                              |  | Number
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|DEFINITIONS                                                      |                                              |  | 1      |   
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|PART I   FINANCIAL INFORMATION                                  |                                              |  |        |   
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|Item 1. Financial Statements                                     |                                              |  |        |   
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|                                                                 | Consolidated Statement of Operations         |  |        | 7  | 
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|                                                                 | Consolidated Statement of Financial Position |  |        | 8  | 
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|                                                                 | Consolidated Statement of Cash Flows         |  |        | 9  | 
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|                                                                 | Consolidated Statement of Retained Earnings  |  |        | 10 | 
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|                                                                 | Notes to Consolidated Financial Statements   |  |        | 11 | 
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|                                                                 | Independent Accountants Report              |  |        | 15 | 
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|Item 2. Managements Narrative Analysis of Results
of Operations |                                              |  | 3      |   
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|PART II  OTHER INFORMATION                                      |                                              |  |        |   
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|Item 6. Exhibits and Reports on Form 8-K                         |                                              |  | 16     |   
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|SIGNATURE                                                        |                                              |  | 17     |   





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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.                                                                                                                                                                                                                     
|                           
|                           
|                           
|                           
|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), a wholly
owned subsidiary of DTE Energy.                                                                                                                                                                                                                                                              
|                           
|                           
|                           
|                           
|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 that was reinstated by
MichCon in January 2002 that permits 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.                                                                                                                                                                                                       
|                           
|                           
|                           
|                           
|DTE Energy                  |  | DTE Energy Company and its subsidiaries.                                                                                                                                                                                                                                                                                                          
|                           
|                           
|                           
|                           
|MCN Energy                  |  | MCN Energy Group Inc. and its subsidiaries.                                                                                                                                                                                                                                                                                                       
|                           
|                           
|                           
|                           
|MichCon                     |  | Michigan Consolidated Gas Company; an indirect,
wholly owned natural gas distribution and intrastate
transmission subsidiary of Enterprises.                                                                                                                                                                                                      

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|                      |  |                                                                                            
|--------------------- |  | -------------------------------------------------------------------------------------------
|                     
|                     
|                     
|                     
|Normal Weather        |  | The average daily temperature within
MichCons service area during a recent 30-year
period.
|                     
|                     
|                     
|                     
|Units of Measurement: |  |                                                                                            
|                     
|                     
|                     
|                     
|Bcf                   |  | Billion cubic feet of gas.                                                                 
|                     
|                     
|                     
|                     
|Mcf                   |  | Thousand cubic feet of gas.                                                                
|                     
|                     
|                     
|                     
|MMcf                  |  | Million cubic feet of gas.                                                                 

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Managements Narrative Analysis of the Results of Operations

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. Factors
that may impact forward-looking statements include, but are not limited to, the
following: the effects of weather; the effects of competition, including the
gas Customer Choice Program; the capital intensive nature of MichCons
business; the economic climate and growth in the geographic areas in which
MichCon does business; the uncertainty of gas reserve estimates; the timing and
extent of changes in commodity prices for natural gas, electricity and crude
oil; access to capital and equity markets; the effects of changes in
governmental policies and regulatory actions, including income taxes,
environmental compliance and authorized rates; and the timing of the accretive
effects of DTE Energy Companys (DTE Energy) merger with MCN Energy Group Inc.
(MCN Energy).

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 earnings of $54.1 million for the 2002 first quarter compared
with earnings of $97.3 million in the 2001 first quarter. The earnings
comparison reflects the loss of margins in the 2002 first quarter from selling
gas under MichCons Gas Sales Program, which ended in December 2001. In 2002,
MichCon had no profit or loss on the sale of gas to customers compared to $44
million ($29 million net of tax) in margins earned in the 2001 first quarter.

Increase (Decrease) in Income Compared to Prior Year

|                            |  |   |        |  
|--------------------------- |  | - | ------ | -
|(in Millions)               |  |   |        |  
|                           
|                           
|                           
|                           
|Operating revenues          |  | $ | 113.6  |  
|                           
|                           
|                           
|                           
|Cost of gas                 |  |   | (175.8 | )
|                            |  |   |        |  
|Gross margin                |  |   | (62.2  | )
|                           
|                           
|                           
|                           
|Operation and maintenance   |  |   | (1.7   | )
|                           
|                           
|                           
|                           
|Depreciation and depletion  |  |   | (0.2   | )
|                           
|                           
|                           
|                           
|Taxes other than income     |  |   | (0.4   | )
|                           
|                           
|                           
|                           
|Merger costs                |  |   | 1.0    |  
|                           
|                           
|                           
|                           
|Other income and deductions |  |   | (1.6   | )
|                           
|                           
|                           
|                           
|Income tax provision        |  |   | 21.9   |  
|                            |  |   |        |  
|Net income                  |  | $ | (43.2  | )
|                            |  |   |        |  

Operating revenues increased $113.6 million in the 2002 first quarter. As
subsequently discussed, the variance is due to higher revenues from gas sales
customers reflecting an

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Managements Narrative Analysis of the Results of Operations

increase in the gas commodity component of sales rates. During 2001, MichCon
operated under the Gas Sales Program in which the gas commodity component of
its sales rates was fixed at $2.95 per thousand cubic feet (Mcf). In January
2002, the Gas Sales Program ended and MichCon returned to a gas cost recovery
mechanism (GCR) that allows for the recovery of reasonably and prudently
incurred gas purchases. MichCons sales rates included a gas commodity
component of $3.62 per Mcf for January 2002 and $4.38 per Mcf for the remainder
of the 2002 first quarter compared to $2.95 per Mcf in the 2001 first quarter.
Partially offsetting the increase in revenues from the pass through of higher
gas cost to customers was the impact of weather, which was 6.8% warmer in the
2002 first quarter as compared to the same 2001 period.

|                            |  |         |       |      |  |   |       | 
|--------------------------- |  | ------- | ----- | ---- |  | - | ----- | 
|                            |  | Quarter
|                            |  |        
|                            |  | 2002    |       | 2001
|                            |  |         |       |     
|Gas Markets (in Millions)   |  |         |       |      |  |   |       | 
|                           
|                           
|                           
|                           
|Gas Sales                   |  | $       | 526.3 |      |  | $ | 408.3 | 
|                           
|                           
|                           
|                           
|End User Transportation     |  |         | 31.6  |      |  |   | 37.3  | 
|                            |  |         |       |      |  |   |       | 
|                            |  |         | 557.9 |      |  |   | 445.6 | 
|                           
|                           
|                           
|                           
|Intermediate Transportation |  |         | 12.1  |      |  |   | 12.5  | 
|                           
|                           
|                           
|                           
|Other                       |  |         | 20.1  |      |  |   | 18.4  | 
|                            |  |         |       |      |  |   |       | 
|                            |  | $       | 590.1 |      |  | $ | 476.5 | 
|                            |  |         |       |      |  |   |       | 
|Gas Markets (in Bcf)        |  |         |       |      |  |   |       | 
|                           
|                           
|                           
|                           
|Gas Sales                   |  |         | 76.3  |      |  |   | 85.0  | 
|                           
|                           
|                           
|                           
|End User Transportation     |  |         | 48.1  |      |  |   | 46.6  | 
|                            |  |         |       |      |  |   |       | 
|                            |  |         | 124.4 |      |  |   | 131.6 | 
|                           
|                           
|                           
|                           
|Intermediate Transportation |  |         | 137.3 |      |  |   | 171.9 | 
|                            |  |         |       |      |  |   |       | 
|                            |  |         | 261.7 |      |  |   | 303.5 | 
|                            |  |         |       |      |  |   |       | 

|                                              |                          |      |         |       |   |  |      |      |  
|--------------------------------------------- | ------------------------ | ---- | ------- | ----- | - |  | ---- | ---- | -
|                                              |                          |      | Quarter
|                                              |                          |      |        
|Effect of Weather on Gas Markets and Earnings |                          | 2002 |         | 2001 
|                                              |                          |      |         |      
|Percentage Warmer Than Normal                 |                          |      | (12.3   | )%    |   |  | (5.5 | )%  
|                                             
|                                             
|                                             
|                                             
|Decrease From Normal in:                      |                          |      |         |       |   |  |      |     
|                                             
|                                             
|                                             
|                                             
|                                              | Gas markets (in Bcf)     |      |         | (14.3 | ) |  |      | (6.3 | )
|                                             
|                                             
|                                             
|                                             
|                                              | Net income (in Millions) |      | $       | (12.7 | ) |  | $    | (4.9 | )

Gas sales and end user transportation revenuesin total increased $112.3
million in the 2002 first quarter due primarily to an increase in the gas
commodity component of sales rates. Gas sales and end user transportation
revenues also reflect sales associated with a fewer number of customers
participating in the gas 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. Customer Choice participants
are classified as end user transportation customers rather than gas sales
customers. Accordingly, gas sales revenues have increased, partially offset by
a decrease in end user transportation revenues, resulting in a net increase in
total operating revenues from these customers due to the gas commodity
component included in gas sales rates. The impact of weather also affected
sales and transportation revenues and related volumes.

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Managements Narrative Analysis of the Results of Operations

Intermediate transportation revenuesdecreased $0.4 million in the 2002 first
quarter and intermediate transportation deliveries decreased 34.6 billion cubic
feet (Bcf) for the same period. A significant portion of the volume decrease
was due to lower storage requirements of an affiliate of MichCon. The volume
decrease was also 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.

Other operating revenuesincreased $1.7 million in the 2002 first quarter due
to higher revenues from storage and facility development services and
providing appliance maintenance, partially offset by decreased revenues from
other gas-related services.

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 $175.8 million in the 2002 first
quarter primarily due to higher prices paid for fixed-price supply and the
impact in 2001 of a reduction in inventory gas. The average cost of gas sold in
the 2002 first quarter increased $2.52 per Mcf (103%) from the comparable 2001
period. MichCon recorded the benefits of a 25 Bcf inventory liquidation in the
2001 first quarter. The inventory liquidation was priced at $.38 per Mcf
compared to an average gas purchase rate in 2001 of $3.64 per Mcf. Cost of gas
was also affected by variations in sales volumes due to weather and the number
of customers who have chosen to purchase gas from MichCon rather than other
suppliers under the gas Customer Choice program.

Operation and maintenanceexpenses increased $1.7 million for the 2002 first
quarter primarily due to allocated expenses from DTE Energy. Partially
offsetting the increases were lower employee benefit and retiree healthcare
costs as well as accruals for injuries and damages and uncollectibles gas
accounts.

Property and other taxesincreased $0.4 million in the 2002 first quarter. The
increase was due primarily to increased Michigan Single Business Taxes,
partially offset by lower property taxes.

Merger costswere not incurred in the 2002 first quarter compared to $1.0
million incurred in the 2001 first quarter. Merger costs associated with the
DTE Energy acquisition of MCN Energy consist primarily of system integration,
relocation, legal, accounting and consulting costs.

Other income and deductionsincreased $1.6 million in the 2002 first quarter
primarily due to higher interest costs.

Income taxesdecreased $21.9 million in the 2002 first quarter due to a decline
in pre-tax earnings.

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Managements Narrative Analysis of the Results of Operations

CAPITAL RESOURCES AND LIQUIDITY

|                                          |                      |   |              |     |      |   |    |      |  
|----------------------------------------- | -------------------- | - | ------------ | --- | ---- | - | -- | ---- | -
|                                          |                      |   | Three Months
|                                          |                      |   | March 31    
|                                          |                      |   |             
|                                          |                      |   | 2002         |     | 2001
|                                          |                      |   |              |     |     
|Cash and Cash Equivalents                 |                      |   |              |     |      |   |    |     
|                                         
|                                         
|                                         
|                                         
|(in Millions)                             |                      |   |              |     |      |   |    |     
|                                         
|                                         
|                                         
|                                         
|Cash Flow From (Used For)                 |                      |   |              |     |      |   |    |     
|                                         
|                                         
|                                         
|                                         
|                                          | Operating activities |   | $            | 73  |      |   | $  | 189  |  
|                                         
|                                         
|                                         
|                                         
|                                          | Investing activities |   |              | (19 | )    |   |    | (18  | )
|                                         
|                                         
|                                         
|                                         
|                                          | Financing activities |   |              | (58 | )    |   |    | (176 | )
|                                          |                      |   |              |     |      |   |    |      |  
|Net Decrease in Cash and Cash Equivalents |                      | $ | (4           | )   |      | $ | (5 | )   
|                                          |                      |   |              |     |      |   |    |      |  

Operating Activities

Net cash from operating activities decreased $116 million in the 2002 first
quarter due to lower net income, after adjusting for noncash items
(depreciation, amortization and deferred taxes) and higher working capital
requirements. The higher working capital primarily reflects an overall increase
in receivables as well as a decline in accounts payable. The rise in
receivables is due to the under-recovery of gas costs incurred
totaling $55 million. With the implementation of the gas cost recovery mechanism in January
2002, MichCon is allowed to recover its actual gas costs from gas customers.
Additionally, gas receivables are unusually high due to implementation issues
associated with installing a new utility customer billing system in November
2001 and customers paying their bills slower due to the economy.
Lower accounts payable levels, to more normalized levels, represents
the internal focus on managing external payments and taking greater
advantage of purchase discounts.

A significant portion of the decline in operating cash flow is timing related
that is expected to reverse during the remainder of 2002 and early 2003.

Investing Activities

Net cash used for investing activities increased slightly in the 2002 first
quarter. The change reflects proceeds received in 2001 from the sale of
securities associated with MichCons Grantor Trust, partially offset by a
modest decline in plant and equipment expenditures.

Financing Activities

Net cash used for financing activities declined $118 million during the 2002
first quarter reflecting the payment of $75 million in dividends in 2001 and
the repayment of more short-term borrowing in 2001 compared to 2002.

NEW ACCOUNTING PRONOUNCEMENTS

During 2001, the Financial Accounting Standards
Board (FASB) issued new accounting pronouncements concerning goodwill
and other intangible assets, asset retirement
obligations and impairment or disposal of long-lived assets. See
Note 5 for a discussion of MichCon's evaluation of the adoption
of these new accounting pronouncements.

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MICHIGAN CONSOLIDATED GAS COMPANY




CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)


|                                     |  |                    |         |      |  |   |         |  
|------------------------------------ |  | ------------------ | ------- | ---- |  | - | ------- | -
|                                     |  | Three Months Ended
|                                     |  | March 31          
|                                     |  |                   
|                                     |  | 2002               |         | 2001
|                                     |  |                    |         |     
|(in Thousands)                       |  |                    |         |      |  |   |         |  
|                                    
|                                    
|                                    
|                                    
|Operating Revenues                   |  | $                  | 590,062 |      |  | $ | 476,459 |  
|                                     |  |                    |         |      |  |   |         |  
|Operating Expenses                   |  |                    |         |      |  |   |         |  
|                                    
|                                    
|                                    
|                                    
|Cost of gas                          |  |                    | 384,092 |      |  |   | 208,317 |  
|                                    
|                                    
|                                    
|                                    
|Operation and maintenance            |  |                    | 66,229  |      |  |   | 64,520  |  
|                                    
|                                    
|                                    
|                                    
|Depreciation and depletion           |  |                    | 26,521  |      |  |   | 26,339  |  
|                                    
|                                    
|                                    
|                                    
|Taxes other than income              |  |                    | 16,570  |      |  |   | 16,150  |  
|                                    
|                                    
|                                    
|                                    
|Merger costs                         |  |                    |        |      |  |   | 1,029   |  
|                                     |  |                    |         |      |  |   |         |  
|Total operating expenses             |  |                    | 493,412 |      |  |   | 316,355 |  
|                                     |  |                    |         |      |  |   |         |  
|Operating Income                     |  |                    | 96,650  |      |  |   | 160,104 |  
|                                     |  |                    |         |      |  |   |         |  
|Other Income and (Deductions)        |  |                    |         |      |  |   |         |  
|                                    
|                                    
|                                    
|                                    
|Interest income                      |  |                    | 3,443   |      |  |   | 2,533   |  
|                                    
|                                    
|                                    
|                                    
|Interest on long-term debt           |  |                    | (13,632 | )    |  |   | (10,194 | )
|                                    
|                                    
|                                    
|                                    
|Other interest expense               |  |                    | (1,951  | )    |  |   | (4,180  | )
|                                    
|                                    
|                                    
|                                    
|Equity in earnings of joint ventures |  |                    | 611     |      |  |   | 713     |  
|                                    
|                                    
|                                    
|                                    
|Other                                |  |                    | (596    | )    |  |   | 713     |  
|                                     |  |                    |         |      |  |   |         |  
|Total other income and (deductions)  |  |                    | (12,125 | )    |  |   | (10,415 | )
|                                     |  |                    |         |      |  |   |         |  
|Income Before Income Taxes           |  |                    | 84,525  |      |  |   | 149,689 |  
|                                    
|                                    
|                                    
|                                    
|Income Tax Provision                 |  |                    | 30,396  |      |  |   | 52,339  |  
|                                     |  |                    |         |      |  |   |         |  
|Net Income                           |  | $                  | 54,129  |      |  | $ | 97,350  |  
|                                     |  |                    |         |      |  |   |         |  

See Notes to Consolidated Financial Statements (Unaudited)

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MICHIGAN CONSOLIDATED GAS COMPANY
CONSOLIDATED STATEMENT OF FINANCIAL POSITION

|                                     |                                                     |                                                          |                                                                                      |           |             |         |             |           |           |         | 
|------------------------------------ | --------------------------------------------------- | -------------------------------------------------------- | ------------------------------------------------------------------------------------ | --------- | ----------- | ------- | ----------- | --------- | --------- | ------- | 
|                                     |                                                     |                                                          |                                                                                      |           | March 31    |         |             |           |          
|                                     |                                                     |                                                          |                                                                                      |           | 2002        |         | December 31
|                                     |                                                     |                                                          |                                                                                      |           | (Unaudited) |         | 2001       
|                                     |                                                     |                                                          |                                                                                      |           |             |         |            
|(in Thousands)                       |                                                     |                                                          |                                                                                      |           |             |         |             |          
|                                    
|                                    
|                                    
|                                    
|ASSETS                               |                                                     |                                                          |                                                                                      |           |             |         |             |          
|                                    
|                                    
|                                    
|                                    
|                                     | Current Assets                                      |                                                          |                                                                                      |           |             |         |             |           |          
|                                    
|                                    
|                                    
|                                    
|                                     |                                                     | Cash and cash equivalents                                |                                                                                      | $         | 39          |         |             | $         | 3,929     |        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                     | Accounts receivable                                      |                                                                                      |           |             |         |             |           |           |        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                     |                                                          | Customer (less allowance for doubtful accounts of $21,000 and $21,428, respectively) |           |             | 278,980 |             |           |           | 243,118 | 
|                                    
|                                    
|                                    
|                                    
|                                     |                                                     |                                                          | Accrued unbilled revenues                                                            |           |             | 104,842 |             |           |           | 110,300 | 
|                                    
|                                    
|                                    
|                                    
|                                     |                                                     | Property taxes assessed applicable to future periods     |                                                                                      |           | 43,672      |         |             |           | 52,289    |        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                     | Accrued gas cost recovery                                |                                                                                      |           | 69,558      |         |             |           | 14,401    |        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                     | Other                                                    |                                                                                      |           | 30,256      |         |             |           | 35,584    |        
|                                     |                                                     |                                                          |                                                                                      |           |             |         |             |           |           |        
|                                     |                                                     |                                                          | 527,347                                                                              |           |             |         | 459,621     |          
|                                     |                                                     |                                                          |                                                                                      |           |             |         |             |           |           |        
|                                     | Property, Plant and Equipment                       |                                                          |                                                                                      | 3,081,783 |             |         |             | 3,065,415 |          
|                                    
|                                    
|                                    
|                                    
|                                     |                                                     | Less accumulated depreciation and depletion              |                                                                                      |           | 1,650,116   |         |             |           | 1,626,015 |        
|                                     |                                                     |                                                          |                                                                                      |           |             |         |             |           |           |        
|                                     |                                                     |                                                          | 1,431,667                                                                            |           |             |         | 1,439,400   |          
|                                     |                                                     |                                                          |                                                                                      |           |             |         |             |           |           |        
|                                     | Other Assets                                        |                                                          |                                                                                      |           |             |         |             |           |          
|                                    
|                                    
|                                    
|                                    
|                                     |                                                     | Investment in and advances to joint ventures             |                                                                                      |           | 9,362       |         |             |           | 8,835     |        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                     | Long-term investments                                    |                                                                                      |           | 69,694      |         |             |           | 68,526    |        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                     | Investment in capital lease                              |                                                                                      |           | 83,510      |         |             |           | 83,740    |        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                     | Deferred environmental costs                             |                                                                                      |           | 26,938      |         |             |           | 26,920    |        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                     | Prepaid benefit costs and due from affiliate             |                                                                                      |           | 244,952     |         |             |           | 229,530   |        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                     | Other                                                    |                                                                                      |           | 63,146      |         |             |           | 46,929    |        
|                                     |                                                     |                                                          |                                                                                      |           |             |         |             |           |           |        
|                                     |                                                     |                                                          | 497,602                                                                              |           |             |         | 464,480     |          
|                                     |                                                     |                                                          |                                                                                      |           |             |         |             |           |           |        
|                                     |                                                     | $                                                        | 2,456,616                                                                            |           |             | $       | 2,363,501   |          
|                                     |                                                     |                                                          |                                                                                      |           |             |         |             |           |           |        
|LIABILITIES AND SHAREHOLDERS EQUITY |                                                     |                                                          |                                                                                      |           |             |         |             |          
|                                    
|                                    
|                                    
|                                    
|                                     | Current Liabilities                                 |                                                          |                                                                                      |           |             |         |             |           |          
|                                    
|                                    
|                                    
|                                    
|                                     |                                                     | Accounts payable                                         |                                                                                      | $         | 165,689     |         |             | $         | 137,104   |        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                     | Short-term borrowings                                    |                                                                                      |           | 199,853     |         |             |           | 256,862   |        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                     | Gas inventory equalization                               |                                                                                      |           | 67,364      |         |             |           |          |        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                     | Federal income, property and other taxes payable         |                                                                                      |           | 59,647      |         |             |           | 52,461    |        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                     | Other                                                    |                                                                                      |           | 80,399      |         |             |           | 95,124    |        
|                                     |                                                     |                                                          |                                                                                      |           |             |         |             |           |           |        
|                                     |                                                     |                                                          | 572,952                                                                              |           |             |         | 541,551     |          
|                                     |                                                     |                                                          |                                                                                      |           |             |         |             |           |           |        
|                                     | Long-term debt, including capital lease obligations |                                                          |                                                                                      | 777,361   |             |         |             | 778,577   |          
|                                     |                                                     |                                                          |                                                                                      |           |             |         |             |           |           |        
|                                     | Other Liabilities                                   |                                                          |                                                                                      |           |             |         |             |           |          
|                                    
|                                    
|                                    
|                                    
|                                     |                                                     | Deferred income taxes                                    |                                                                                      |           | 139,546     |         |             |           | 123,246   |        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                     | Unamortized investment tax credits                       |                                                                                      |           | 23,661      |         |             |           | 24,129    |        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                     | Regulatory liabilities                                   |                                                                                      |           | 143,842     |         |             |           | 144,172   |        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                     | Accrued postretirement benefit costs                     |                                                                                      |           | 65,893      |         |             |           | 70,805    |        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                     | Accrued environmental costs                              |                                                                                      |           | 19,565      |         |             |           | 20,743    |        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                     | Minority interest                                        |                                                                                      |           | 632         |         |             |           | 644       |        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                     | Other                                                    |                                                                                      |           | 38,933      |         |             |           | 39,450    |        
|                                     |                                                     |                                                          |                                                                                      |           |             |         |             |           |           |        
|                                     |                                                     |                                                          | 432,072                                                                              |           |             |         | 423,189     |          
|                                     |                                                     |                                                          |                                                                                      |           |             |         |             |           |           |        
|                                     | Commitments and Contingencies                       |                                                          |                                                                                      |           |             |         |             |           |          
|                                    
|                                    
|                                    
|                                    
|                                     | 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                               |                                                                                      |           | 231,646     |         |             |           | 231,728   |        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                     | Retained earnings                                        |                                                                                      |           | 432,285     |         |             |           | 378,156   |        
|                                     |                                                     |                                                          |                                                                                      |           |             |         |             |           |           |        
|                                     |                                                     |                                                          | 674,231                                                                              |           |             |         | 620,184     |          
|                                     |                                                     |                                                          |                                                                                      |           |             |         |             |           |           |        
|                                     |                                                     | $                                                        | 2,456,616                                                                            |           |             | $       | 2,363,501   |          
|                                     |                                                     |                                                          |                                                                                      |           |             |         |             |           |           |        

See Notes to Consolidated Financial Statements (Unaudited)

8



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##### Table of Contents






MICHIGAN CONSOLIDATED GAS COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)


|                                                     |  |                    |         |      |  |   |          |  
|---------------------------------------------------- |  | ------------------ | ------- | ---- |  | - | -------- | -
|                                                     |  | Three Months Ended
|                                                     |  | March 31          
|                                                     |  |                   
|                                                     |  | 2002               |         | 2001
|                                                     |  |                    |         |     
|(in Thousands)                                       |  |                    |         |      |  |   |          |  
|                                                    
|                                                    
|                                                    
|                                                    
|Operating Activities                                 |  |                    |         |      |  |   |          |  
|                                                    
|                                                    
|                                                    
|                                                    
|Net income                                           |  | $                  | 54,129  |      |  | $ | 97,350   |  
|                                                    
|                                                    
|                                                    
|                                                    
|Adjustments to reconcile net income to net cash      |  |                    |         |      |  |   |          |  
|                                                    
|                                                    
|                                                    
|                                                    
|from operating activities                            |  |                    |         |      |  |   |          |  
|                                                    
|                                                    
|                                                    
|                                                    
|Depreciation and depletion:                          |  |                    |         |      |  |   |          |  
|                                                    
|                                                    
|                                                    
|                                                    
|Per statement of income                              |  |                    | 26,521  |      |  |   | 26,339   |  
|                                                    
|                                                    
|                                                    
|                                                    
|Charged to other accounts                            |  |                    | 2,261   |      |  |   | 2,624    |  
|                                                    
|                                                    
|                                                    
|                                                    
|Deferred income taxes  current                      |  |                    |        |      |  |   | (3,494   | )
|                                                    
|                                                    
|                                                    
|                                                    
|Deferred income taxes and investment tax credit, net |  |                    | 15,502  |      |  |   | 10,306   |  
|                                                    
|                                                    
|                                                    
|                                                    
|Other                                                |  |                    | (7,742  | )    |  |   | (2,355   | )
|                                                    
|                                                    
|                                                    
|                                                    
|Changes in assets and liabilities:                   |  |                    |         |      |  |   |          |  
|                                                    
|                                                    
|                                                    
|                                                    
|Accounts receivable, net                             |  |                    | (35,862 | )    |  |   | (58,142  | )
|                                                    
|                                                    
|                                                    
|                                                    
|Accrued unbilled revenues                            |  |                    | 5,458   |      |  |   | 46,219   |  
|                                                    
|                                                    
|                                                    
|                                                    
|Gas in inventory                                     |  |                    | 4,161   |      |  |   | 11,195   |  
|                                                    
|                                                    
|                                                    
|                                                    
|Property taxes assessed applicable to future periods |  |                    | 8,617   |      |  |   | 9,054    |  
|                                                    
|                                                    
|                                                    
|                                                    
|Prepaid benefit costs and due from affiliate, net    |  |                    | (15,422 | )    |  |   | (16,300  | )
|                                                    
|                                                    
|                                                    
|                                                    
|Accrued gas cost recovery                            |  |                    | (55,157 | )    |  |   | (414     | )
|                                                    
|                                                    
|                                                    
|                                                    
|Accounts payable                                     |  |                    | 28,585  |      |  |   | (15,300  | )
|                                                    
|                                                    
|                                                    
|                                                    
|Gas inventory equalization                           |  |                    | 67,364  |      |  |   | 67,187   |  
|                                                    
|                                                    
|                                                    
|                                                    
|Federal income, property and other taxes payable     |  |                    | 7,186   |      |  |   | 22,375   |  
|                                                    
|                                                    
|                                                    
|                                                    
|Other current assets and liabilities, net            |  |                    | (14,390 | )    |  |   | (12,526  | )
|                                                    
|                                                    
|                                                    
|                                                    
|Other deferred assets and liabilities, net           |  |                    | (17,930 | )    |  |   | 5,080    |  
|                                                     |  |                    |         |      |  |   |          |  
|Net cash from operating activities                   |  |                    | 73,281  |      |  |   | 189,198  |  
|                                                     |  |                    |         |      |  |   |          |  
|Investing Activities                                 |  |                    |         |      |  |   |          |  
|                                                    
|                                                    
|                                                    
|                                                    
|Capital expenditures                                 |  |                    | (19,241 | )    |  |   | (20,635  | )
|                                                    
|                                                    
|                                                    
|                                                    
|Other                                                |  |                    | 48      |      |  |   | 2,546    |  
|                                                     |  |                    |         |      |  |   |          |  
|Net cash used for investing activities               |  |                    | (19,193 | )    |  |   | (18,089  | )
|                                                     |  |                    |         |      |  |   |          |  
|Financing Activities                                 |  |                    |         |      |  |   |          |  
|                                                    
|                                                    
|                                                    
|                                                    
|Short-term borrowings, net                           |  |                    | (57,009 | )    |  |   | (99,865  | )
|                                                    
|                                                    
|                                                    
|                                                    
|Retirement of long-term debt                         |  |                    | (969    | )    |  |   | (1,583   | )
|                                                    
|                                                    
|                                                    
|                                                    
|Dividends paid                                       |  |                    |        |      |  |   | (75,000  | )
|                                                     |  |                    |         |      |  |   |          |  
|Net cash used for financing activities               |  |                    | (57,978 | )    |  |   | (176,448 | )
|                                                     |  |                    |         |      |  |   |          |  
|Net Decrease in Cash and Cash Equivalents            |  |                    | (3,890  | )    |  |   | (5,339   | )
|                                                    
|                                                    
|                                                    
|                                                    
|Cash and Cash Equivalents at Beginning of Period     |  |                    | 3,929   |      |  |   | 12,673   |  
|                                                     |  |                    |         |      |  |   |          |  
|Cash and Cash Equivalents at End of Period           |  | $                  | 39      |      |  | $ | 7,334    |  
|                                                     |  |                    |         |      |  |   |          |  
|Supplementary Cash Flow Information                  |  |                    |         |      |  |   |          |  
|                                                    
|                                                    
|                                                    
|                                                    
|Interest paid (excluding interest capitalized)       |  | $                  | 14,210  |      |  | $ | 10,314   |  
|                                                     |  |                    |         |      |  |   |          |  
|Income taxes paid                                    |  | $                  |        |      |  | $ | 6,588    |  
|                                                     |  |                    |         |      |  |   |          |  

See Notes to Consolidated Financial Statements (Unaudited)

9



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##### Table of Contents






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

|                                |  |          |         |      |  |   |         |  
|------------------------------- |  | -------- | ------- | ---- |  | - | ------- | -
|                                |  | March 31
|                                |  |         
|                                |  | 2002     |         | 2001
|                                |  |          |         |     
|(in Thousands)                  |  |          |         |      |  |   |         |  
|                               
|                               
|                               
|                               
|Balance  beginning of period   |  | $        | 378,156 |      |  | $ | 494,648 |  
|                               
|                               
|                               
|                               
|Net income                      |  |          | 54,129  |      |  |   | 97,350  |  
|                               
|                               
|                               
|                               
|Common stock dividends declared |  |          |        |      |  |   | (75,368 | )
|                                |  |          |         |      |  |   |         |  
|Balance  end of period         |  | $        | 432,285 |      |  | $ | 516,630 |  
|                                |  |          |         |      |  |   |         |  

|                                                          
|----------------------------------------------------------
|See Notes to Consolidated Financial Statements (Unaudited)

10



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##### Table of Contents






NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1  GENERAL

These consolidated financial statements (unaudited) should be read in
conjunction with the notes to the consolidated financial statements included in
the 2001 Annual Report to the Securities and Exchange Commission on Form 10-K.

The accompanying financial statements were prepared in conformity with
accounting principles generally accepted in the United States of America. In
connection with their preparation, management makes estimates and assumptions
that affect the reported amounts of assets, liabilities, revenues and expenses,
and disclosure of contingent assets and liabilities. Actual results could
differ from those estimates.

The consolidated financial statements are unaudited, but in the opinion of
MichCon, 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.

Certain prior year balances have been reclassified to conform to the current
years presentation.

NOTE 2  REGULATORY MATTERS

Gas Industry Restructuring

MichCon returned to the gas cost recovery (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 reasonably and prudently incurred gas purchases. In December 2001, the
Michigan Public Service Commission (MPSC) issued an order that permitted
MichCon to implement GCR factors of 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 March 31, 2002, MichCon
has accrued a $69.6 million regulatory asset representing the under-recovery of
actual gas costs incurred.

In December 2001, the MPSC also approved MichCons application for a voluntary,
expanded permanent gas Customer Choice program, which would replace the
experimental program that expired in March 2002. Effective April 2002, up to
approximately 40% of MichCons customers could elect to purchase gas from
suppliers other than MichCon. Effective April 2003, up to approximately 60% of
customers would be 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.

11



---



##### Table of Contents



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Other

In March 2002, DTE Energy filed a report with the MPSC pursuant to a February
2002 MPSC proceeding to review various customer service and billing problems
experienced by Detroit Edison and MichCon customers. The report provided a
detailed response to the MPSCs concerns by addressing the causes and the
short-term and long-term action plans to remedy the customer issues. In
addition, a number of specific commitments were made regarding customer
accessibility and responsiveness to customers. The commitments also include a
compliance audit of its billing systems and associated controls. The MPSC Staff
responded to the Companys report with its own report in April 2002. The MPSC
Staff report generally agreed that the steps outlined in the Companys report
would address the majority of the service issues experienced by DTE
Energy customers
in the recent past. In addition, the MPSC Staff report identified several
additional opportunities to improve customer service including first contact
resolution of complaints and increased meter reading. To the extent the
Company successfully implements its short-term and long-term plans no
additional MPSC action is anticipated.

NOTE 3  GAS IN INVENTORY

Inventory gas is priced on a last-in, first-out (LIFO) basis. In anticipation
that interim inventory reductions will be replaced prior to year end, the cost
of gas of net withdrawals from inventory is recorded at the estimated average
purchase rate for the calendar year. The excess of these charges over the LIFO
cost is credited to the gas inventory equalization account. During interim
periods when there are net injections to inventory, the equalization account is
reversed.

NOTE 4  CONTINGENCIES

Personal Property Taxes

MichCon and other Michigan utilities have asserted that Michigans valuation
tables result in the substantial overvaluation of utility personal property.
Valuation tables established by the Michigan State Tax Commission (STC) are
used to determine the taxable value of personal property based on the
propertys age. In November 1999, the STC approved new valuation tables that
more accurately recognize the value of a utilitys personal property. The new
tables became effective in 2000 and are currently used to calculate
property tax expense. However, several local taxing jurisdictions have taken
legal action attempting to prevent the STC from implementing the new valuation
tables and have continued to prepare assessments based on the superseded
tables. The legal actions regarding the appropriateness of the new tables were
before the Michigan Tax Tribunal (MTT) which, on April 5, 2002, issued its
decision essentially affirming the validity of the STCs new tables.

12



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##### Table of Contents



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Other Contingencies

Gas is sold to numerous companies operating in the steel, automotive, energy
and retail industries. A number of customers filed for bankruptcy in 2001,
including certain Enron Corporation affiliates. MichCon had open transactions
under a variety of agreements with bankrupt Enron affiliates, and had an
aggregate net liability of $15 million to Enron. There are various netting
agreements with Enron affiliates. Internal and external counsel are working to
determine MichCons rights within these agreements. MichCon has not reserved
for any exposure in addition to the net liabilities already recorded, as
management cannot estimate a probable loss exposure and currently does not
believe the resolution of this matter will have a material impact to MichCon.

MichCon is 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.
Management cannot predict the final disposition of such proceedings.
Management regularly reviews legal matters and records provisions for claims
that are considered probable of loss. The resolution of pending proceedings is
not expected to have a material effect on MichCons financial statements in the
period they are resolved.

NOTE 5  NEW ACCOUNTING PRONOUNCEMENTS

Goodwill and Other Intangible Assets Effective January 1, 2002, MichCon
adopted Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill
and Other Intangible Assets, which addresses the financial accounting and
reporting standards for the acquisition of intangible assets outside of a
business combination and for goodwill and other intangible assets subsequent to
their acquisition.

SFAS No. 142 requires that useful lives of previously recognized intangible
assets be reassessed and the remaining amortization periods be adjusted
accordingly. MichCons intangible assets consist primarily of software
and are subject to
amortization. Intangible assets amortization expense was
approximately $2 million in each of the first quarters of 2002 and 2001. There were no
material acquisitions of intangible assets during the first quarter of 2002.
The gross carrying amount of intangible assets and accumulated amortization at
March 31, 2002 were $154 and $38, respectively.
Amortization expense of intangible assets is estimated to be
$9 million annually for 2002 through 2006.

Asset Retirement Obligations In June 2001, the FASB issued SFAS No. 143,
Accounting for Asset Retirement Obligations. This statement requires that
the fair value of an asset retirement obligation be recognized in the period in
which it is

13



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##### Table of Contents



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

incurred. The associated asset retirement costs would be capitalized as part
of the carrying amount of the long-lived asset. It would apply to legal
obligations associated with the retirement of long-lived assets that result
from the acquisition, construction, development and (or) the normal operation
of a long-lived asset. This statement is effective for financial statements
issued for fiscal years beginning after June 15, 2002. MichCon will adopt this
statement in January 2003 and has not yet determined the impact of this
statement on the consolidated financial statements.

Long-Lived Assets On January 1, 2002, MichCon adopted SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No. 144
supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of, but retains the fundamental
provisions for recognizing and measuring impairment of long-lived assets to be
held and used or disposed of by sale. The statement also supersedes the
accounting and reporting provisions for the disposal of a segment of a
business. SFAS No. 144 eliminates the conflict between accounting models for
treating the disposition of long-lived assets that existed between SFAS No. 121
and the guidance for a segment of a business accounted for as a discontinued
operation by adopting the methodology established in SFAS No. 121, and also
resolves implementation issues related to SFAS No. 121. The adoption of the
statement did not have an impact on the consolidated financial statements of
MichCon.

14



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##### Table of Contents






INDEPENDENT ACCOUNTANTS REPORT

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

We have reviewed the accompanying condensed consolidated statement of financial
position of Michigan Consolidated Gas Company and subsidiaries as of March 31,
2002, and the related condensed consolidated statements of operations, cash
flows, and retained earnings for the three-month periods ended March 31, 2002
and 2001. 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, 2001, 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 26, 2002, 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, 2001 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
April 23, 2002

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##### Table of Contents





|    |  | EXHIBITS AND REPORTS ON FORM 8-K
|--- |  | --------------------------------
|   
|(a) |  | Exhibits                        
|   
|(i) |  | Exhibits filed herewith.        

|        |  |                                                                                      
|------- |  | -------------------------------------------------------------------------------------
|Exhibit |  |                                                                                      
|Number  |  | Description                                                                          
|        |  |                                                                                      
|15-3    |  | Awareness Letter of Deloitte & Touche LLP regarding their report
dated April 23, 2002
|       
|       
|       
|       
|        |  |                                                                                      
|       
|       
|       
|       
|(b)     |  | Reports on Form 8-K                                                                  
|       
|       
|       
|       
|        |  |                                                                                      
|       
|       
|       
|       
|        |  | None.                                                                                

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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, 2002 |  | By: |  | /s/  DANIEL G. BRUDZYNSKIDaniel G. Brudzynski
Chief Accounting Officer,
Vice President and Controller

17



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##### Table of Contents



EXHIBIT INDEX

|        |  |                                                                                      
|------- |  | -------------------------------------------------------------------------------------
|Exhibit |  |                                                                                      
|Number  |  | Description                                                                          
|        |  |                                                                                      
|15-3    |  | Awareness Letter of Deloitte & Touche LLP regarding their report
dated April 23, 2002
|       
|       
|       
|       
|        |  |                                                                                      
|       
|       
|       
|