##### 

TABLE OF CONTENTS



|                                                             |  |  |  |  |  |  |  | 
|------------------------------------------------------------ |  |  |  |  |  |  |  | 
|Table of Contents                                           
|Definitions                                                 
|Managements Narrative Analysis of the Results of Operations
|Consolidated Statement of Operations (Unaudited)            
|Consolidated Statement of Retained Earnings (Unaudited)     
|Consolidated Statement of Financial Position (Unaudited)    
|Consolidated Statement of Cash Flows (Unaudited)            
|Notes to the Consolidated Financial Statements (Unaudited)  
|Independent Accountants Report                             
|Other Information                                           
|Signature                                                   
|Quarterly Report                                            
|Third Supplemental Indenture                                
|Mortgage Supplemental Indenture                             
|Awareness Letter of Deloitte & Touche LLP                   
|$300 Million Credit Agreement                               




UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




---

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarter ended September 30,
2001

Commission file number 1-7310

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

MICHIGAN CONSOLIDATED GAS COMPANY

(Exact name of registrant as specified in its
charter)


|                                                                                |  |                                                
|------------------------------------------------------------------------------- |  | -----------------------------------------------
|Michigan(State or other jurisdiction of
	incorporation or organization)         |  | 38-0478040(I.R.S. Employer
	Identification No.)
|                                                                               
|500 Griswold Street, Detroit, Michigan(Address of principal executive
	offices) |  | 48226-1279(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  X  No



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##### 



MICHIGAN CONSOLIDATED GAS COMPANY

QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED SEPTEMBER 30, 2001







TABLE OF CONTENTS


|                                |                                                                   |                                              |    |    |    | 
|------------------------------- | ----------------------------------------------------------------- | -------------------------------------------- | -- | -- | -- | 
|                                |                                                                   | PAGE                                        
|                                |                                                                   | NUMBER                                      
|                                |                                                                   |                                             
|DEFINITIONS                     |                                                                   |                                              | 1  |   
|                               
|PART I  FINANCIAL
	INFORMATION |                                                                   |                                              |    |   
|                                | Item 1. Financial Statements                                      |                                              |    |    |   
|                                |                                                                   | Consolidated Statement of Operations         |    |    | 7  | 
|                                |                                                                   | Consolidated Statement of Retained Earnings  |    |    | 7  | 
|                                |                                                                   | Consolidated Statement of Financial Position |    |    | 8  | 
|                                |                                                                   | Consolidated Statement of Cash Flows         |    |    | 9  | 
|                                |                                                                   | Notes to Consolidated Financial Statements   |    |    | 10 | 
|                                |                                                                   | Independent Accountants Report              |    |    | 14 | 
|                                | Item 2. Managements Narrative
	Analysis of Results of Operations |                                              |    | 3  |   
|                               
|PART II  OTHER
	INFORMATION    |                                                                   |                                              |    |   
|                                | Item 6. Exhibits and Reports on
	Form 8-K                         |                                              |    | 15 |   
|                               
|SIGNATURE                       |                                                                   |                                              | 16 |   



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##### 





DEFINITIONS




|                            |  |                                                                                                                                                                                                                                                                                                                                                        
|--------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Customer Choice Program     |  | A three-year program that began in April  1999 which allows
	a limited number of customers to purchase gas from suppliers
	other than MichCon.                                                                                                                                                                                                         
|                           
|DTE                         |  | DTE Energy Company and subsidiaries. Indirectly, the parent
	company for MichCon.                                                                                                                                                                                                                                                                      
|                           
|DTEE                        |  | DTE Enterprises, Inc. and subsidiaries, a wholly owned
	subsidiary of DTE.                                                                                                                                                                                                                                                                             
|                           
|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.
|                           
|FASB                        |  | Financial Accounting Standards Board.                                                                                                                                                                                                                                                                                                                  
|                           
|Gas Sales Program           |  | A three-year program that began in January  1999 under
	which MichCons gas sales rate includes a gas commodity
	component that is 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                         |  | Gas Cost Recovery; a process by which MichCon, through annual
	gas cost proceedings before the Michigan Public Service
	Commission, is allowed to recover its reasonable and prudent
	cost of gas sold. The GCR was suspended under the Regulatory
	Reform Plan for the three-year period ending on
	December 31, 2001.                                
|                           
|Intermediate Transportation |  | A gas delivery service provided to producers, brokers and other
	gas companies that own the natural gas, but are not the ultimate
	consumers.                                                                                                                                                                                                          
|                           
|MCN                         |  | MCN Energy Group Inc. and its subsidiaries.                                                                                                                                                                                                                                                                                                            
|                           
|MichCon                     |  | Michigan Consolidated Gas Company; an indirect, wholly owned
	natural gas distribution and intrastate transmission subsidiary
	of DTE.                                                                                                                                                                                                                 
|                           
|MPSC                        |  | Michigan Public Service Commission; a state agency that
	regulates, among other things, the intrastate aspects of the
	natural gas industry within Michigan.                                                                                                                                                                                           

1



---



##### 



DEFINITIONS




|                       |  |                                                                                                                                                                                                                                                                                                        
|---------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Normal Weather         |  | The average annual degree days in MichCons service area
	during a recent 30-year period.                                                                                                                                                                                                              
|                      
|Regulatory Reform Plan |  | The plan approved by the MPSC in April  1998 that provided
	for: (i) the Gas Sales Program, (ii) the Customer
	Choice Program; and (iii) an income sharing provision that
	allows customers to share in profits when actual returns on
	equity from utility operations exceed predetermined thresholds.
|                      
|SFAS                   |  | Statement of Financial Accounting Standards.                                                                                                                                                                                                                                                           

2



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##### 



MICHIGAN CONSOLIDATED GAS COMPANY



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.

Results reflect merger and restructuring charges, and losses
from Gas Sales Program  MichCon reported losses
of $43.3 million and $66.0 million for the 2001 third
quarter and nine-month period, respectively, compared with a
loss of $8.8 million in the 2000 third quarter and earnings
of $62.1 million for the 2000 nine-month period. MichCon
typically records third quarter losses due to seasonally lower
demand for natural gas during the summer months. The earnings
comparisons for both the quarter and nine-month period reflect
lower margins resulting from losses under the Gas Sales Program
and charges recorded in connection with completing the merger
with DTE in May 2001.




|                                             |  |         |       |          |  |        |       |         |  |   |       |   |  |  |      |  
|-------------------------------------------- |  | ------- | ----- | -------- |  | ------ | ----- | ------- |  | - | ----- | - |  |  | ---- | -
|                                             |  |         |       |         
|                                             |  | Quarter |       | 9 Months
|                                             |  |         |       |         
|                                             |  | Dollar  |       | Percent  |  | Dollar |       | Percent
|Earnings Components(Dollars in Millions)     |  | Change  |       | Change   |  | Change |       | Change 
|Increases (Decreases) Comparing 2001 to 2000 |  |         |       |          |  |        |       |        
|Operating Revenues                           |  | $       | (10.4 | )        |  |        | (7.9  | )%      |  | $ | 17.8  |   |  |  | 2.3  | %
|Cost of Gas                                  |  |         | 21.6  |          |  |        | 62.8  |         |  |   | 88.0  |   |  |  | 27.4 |  
|Operation and Maintenance                    |  |         | 15.9  |          |  |        | 27.5  |         |  |   | 24.0  |   |  |  | 13.3 |  
|Property and Other Taxes                     |  |         | 5.9   |          |  |        | 44.1  |         |  |   | (.1   | ) |  |  | (.2  | )
|Merger & Restructuring Charges               |  |         | (.3   | )        |  |        | (18.1 | )       |  |   | 100.2 |   |  |  | N/M  |  
|Interest Income                              |  |         | 2.1   |          |  |        | N/M   |         |  |   | 5.4   |   |  |  | N/M  |  
|Loss on Joint Venture                        |  |         | (2.6  | )        |  |        | N/M   |         |  |   | (9.3  | ) |  |  | N/M  |  
|Income Tax Provision                         |  |         | (18.8 | )        |  |        | N/M   |         |  |   | (68.7 | ) |  |  | N/M  |  




N/M  not meaningful


Operating revenues decreased $10.4 million in the 2001
third quarter and increased $17.8 million in the 2001
nine-month period. As subsequently discussed, operating revenues
reflect the operations of MichCons Gas Sales Program and
the impact of weather which was slightly warmer in the 2001
third quarter and 3.9% colder in the 2001 nine-month period as
compared to the same 2000 periods. MichCons three-year Gas
Sales Program is part of its Regulatory Reform Plan (Note 5a)
which was implemented in January 1999. Under the Gas Sales
Program, MichCons gas sales rates include a gas commodity
component that is fixed at $2.95 per thousand cubic feet (Mcf).

3



---



##### 



MANAGEMENTS NARRATIVE ANALYSIS OF THE
RESULTS OF OPERATIONS




---

|                            |  |         |       |          |  |      |       |      |  |   |       |  |  |   |       | 
|--------------------------- |  | ------- | ----- | -------- |  | ---- | ----- | ---- |  | - | ----- |  |  | - | ----- | 
|                            |  |         |       |         
|                            |  | Quarter |       | 9 Months
|                            |  |         |       |         
|                            |  | 2001    |       | 2000     |  | 2001 |       | 2000
|                            |  |         |       |          |  |      |       |     
|Gas Markets (in Millions)   |  |         |       |          |  |      |       |      |  |   |       |  |  |   |       | 
|Gas Sales                   |  | $       | 81.5  |          |  | $    | 85.5  |      |  | $ | 624.5 |  |  | $ | 590.3 | 
|End User Transportation     |  |         | 18.3  |          |  |      | 21.0  |      |  |   | 77.3  |  |  |   | 85.4  | 
|                            |  |         |       |          |  |      |       |      |  |   |       |  |  |   |       | 
|                            |  |         | 99.8  |          |  |      | 106.5 |      |  |   | 701.8 |  |  |   | 675.7 | 
|Intermediate Transportation |  |         | 10.2  |          |  |      | 12.2  |      |  |   | 34.0  |  |  |   | 39.4  | 
|Other                       |  |         | 11.9  |          |  |      | 13.6  |      |  |   | 44.5  |  |  |   | 47.4  | 
|                            |  |         |       |          |  |      |       |      |  |   |       |  |  |   |       | 
|                            |  | $       | 121.9 |          |  | $    | 132.3 |      |  | $ | 780.3 |  |  | $ | 762.5 | 
|                            |  |         |       |          |  |      |       |      |  |   |       |  |  |   |       | 
|Gas Markets (in Bcf)        |  |         |       |          |  |      |       |      |  |   |       |  |  |   |       | 
|Gas Sales                   |  |         | 11.9  |          |  |      | 12.8  |      |  |   | 120.6 |  |  |   | 113.8 | 
|End User Transportation     |  |         | 32.1  |          |  |      | 31.3  |      |  |   | 110.6 |  |  |   | 120.2 | 
|                            |  |         |       |          |  |      |       |      |  |   |       |  |  |   |       | 
|                            |  |         | 44.0  |          |  |      | 44.1  |      |  |   | 231.2 |  |  |   | 234.0 | 
|Intermediate Transportation |  |         | 153.7 |          |  |      | 132.1 |      |  |   | 473.9 |  |  |   | 426.7 | 
|                            |  |         |       |          |  |      |       |      |  |   |       |  |  |   |       | 
|                            |  |         | 197.7 |          |  |      | 176.2 |      |  |   | 705.1 |  |  |   | 660.7 | 
|                            |  |         |       |          |  |      |       |      |  |   |       |  |  |   |       | 




Gas sales and end user transportation revenues in
total decreased $6.7 million in the 2001 third quarter and
increased $26.1 million in the 2001 nine-month period.
Revenues for the 2001 quarter reflect a .9 billion cubic
feet (Bcf) decrease in gas sales volumes due primarily to warmer
weather, partially offset by a .8 Bcf increase in end user
transportation deliveries. The 2001 nine-month period reflects
an increase in gas sales revenues due to higher sales volumes,
partially offset by lower end user transportation revenues. Gas
sales volumes increased 6.8 Bcf in the 2001 nine-month
period due to colder weather and an increase in the number of
customers who chose to purchase their gas from MichCon rather
than other suppliers under MichCons Customer Choice
Program. End user transportation deliveries decreased
9.6 Bcf in the 2001 nine-month period reflecting volumes
associated with the fewer number of customers participating in
the Customer Choice Program. Customers participating in this
program 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 gas sales comparison
for the nine-month period was also impacted by a
$2.4 million provision for customer refunds recorded in the
2000 second quarter.

Intermediate transportation revenues decreased
$2.0 million and $5.4 million in the 2001 third
quarter and nine-month period, respectively, whereas
intermediate transportation deliveries increased 21.6 Bcf
and 47.2 Bcf for the same periods. A significant portion of
the volume increase was due 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. The decrease in
intermediate transportation revenues for the nine-month period
is attributable to the expiration of some fixed-fee contracts
and the dissolution of a partnership that owned a 126-mile
northern Michigan natural gas gathering system. MichCon held a
66% interest in the partnership that was dissolved in June 2000.
Under the terms of the dissolution, MichCon received the 67-mile
northern portion of the gathering system in return for its
partnership interest. Although there are lower revenues
attributable to the gathering system, such decline

4



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##### 



MANAGEMENTS NARRATIVE ANALYSIS OF THE
RESULTS OF OPERATIONS


represents the joint venture partners share of revenues.
Accordingly, the decline in revenues was offset by a reduction
in minority interest expense.

Other operating revenues decreased $1.7 million
and $2.9 million in the 2001 third quarter and nine-month
period, respectively, due to a decline in revenues from
providing appliance maintenance and other gas-related services.

Cost of gas is 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 $21.6 million in the 2001 third
quarter and $88.0 million for the nine-month period,
primarily due to higher prices paid for fixed-price supply. The
average price paid for gas purchased in the 2001 third quarter
and nine-month period increased $1.21 per Mcf (44%) and
$1.02 per Mcf (36%), respectively, from the comparable 2000
periods. MichCon recorded the benefits of an inventory
liquidation that was estimated at 25 Bcf in the 2001 first
quarter, which was subsequently adjusted to 17.5 Bcf in the
2001 second quarter due to warmer than normal weather
(Note 4). MichCon estimated its 2001 average gas purchase
rate to be $3.26 per Mcf higher than the average LIFO
liquidation rate. The effect of the inventory liquidation
lowered cost of gas for the 2001 nine-month period. 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 MichCons
Customer Choice Program.

Operation and maintenance expenses increased
$15.9 million and $24.0 million for the 2001 third
quarter and nine-month period, respectively, primarily due to
allocations from DTE for corporate support functions. The
results also reflect higher employee medical costs as well as
accruals for injuries and damages. Additionally, the nine-month
comparison was affected by a benefit recorded in the 2000 first
quarter for insurance proceeds resulting from the settlement of
environmental claims with certain insurance carriers. Partially
offsetting the increases were lower pension and retiree
healthcare costs.

Property and other taxes increased $5.9 million
in the 2001 third quarter and decreased $.1 million in the
2001 nine-month period. The results include a charge in the 2001
third quarter for the unlikely favorable resolution of pending
tax appeals filed with various local governments in 1996 and
1997. This charge was offset in the nine-month period by a
change in the taxable value of personal property subject to
taxation by local taxing jurisdictions. New valuation tables
approved by the Michigan State Tax Commission more accurately
recognize the impact of regulation on the value of a
utilitys personal property based on the propertys
age. The new tables impacted property tax expense beginning in
mid-2000.

Merger and restructuring charges decreased
$.3 million in the 2001 third quarter and increased
$100.2 million in the 2001 nine-month period (Notes 2
and 3). In the 2001 second quarter, MichCon recorded a
restructuring charge in connection with the merger between MCN
and DTE which reflects the costs associated with
273 employees electing to retire early under a program
designed to reduce the workforce in overlapping corporate
support functions. The merger and restructuring charges
decreased earnings by $1.4 million in the 2001 third
quarter and $80.7 million in the 2001 nine-month period.
Merger costs represent legal, consulting, accounting, employee
benefit and other expenses associated with the merger.

5



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##### 



MANAGEMENTS NARRATIVE ANALYSIS OF THE
RESULTS OF OPERATIONS


Interest income increased $2.1 million and
$5.4 million in the 2001 quarter and nine-month period,
respectively. The increase results from MichCon leasing a
portion of its pipeline system to the Vector Pipeline
Partnership through a capital lease arrangement that began in
December 2000.

Loss on joint venture totaled $2.6 million and
$9.3 million in the 2001 quarter and nine-month period,
respectively, which is attributable to write-downs associated
with the expected sale of MichCons 33% to 50% interests in
a series of partnerships that own a residential community on the
Detroit riverfront (Harbortown) (Note 6).

Income taxes decreased $18.8 million in the
2001 third quarter and $68.7 million in the 2001 nine-month
period due to a decline in pre-tax earnings.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements
involve certain risks and uncertainties as set forth in
MichCons 2000 Annual Report on Form 10-K.

NEW ACCOUNTING PRONOUNCEMENTS

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 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 has not yet determined the impact of this
statement on the consolidated financial statements.

Long-Lived Assets  In August 2001,
the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. This
statement supersedes SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of. This statement establishes a single
accounting model for long-lived assets to be disposed of by
sale, whether previously held and used or newly acquired. This
statement is effective for financial statements issued for
fiscal years beginning after December 15, 2001. MichCon has
not yet determined the impact of this statement on the
consolidated financial statements.

6



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##### 



MICHIGAN CONSOLIDATED GAS COMPANY



CONSOLIDATED STATEMENT OF OPERATIONS(UNAUDITED)





|                                  |                                                   |                                     |         |                   |         |      |         |         |         |   |          |         |         |   |         |         |         |  
|--------------------------------- | ------------------------------------------------- | ----------------------------------- | ------- | ----------------- | ------- | ---- | ------- | ------- | ------- | - | -------- | ------- | ------- | - | ------- | ------- | ------- | -
|                                  |                                                   |                                     |         |                  
|                                  |                                                   | Three Months Ended                  |         | Nine Months Ended
|                                  |                                                   | September 30                        |         | September 30     
|                                  |                                                   |                                     |         |                  
|                                  |                                                   | 2001                                |         | 2000              |         | 2001 |         | 2000   
|(in Thousands)                    |                                                   |                                     |         |                   |         |      |         |        
|                                  |                                                   |                                     |         |                   |         |      |         |        
|Operating Revenues                |                                                   | $                                   | 121,876 |                   |         | $    | 132,269 |         |         | $ | 780,266  |         |         | $ | 762,504 |        
|                                  |                                                   |                                     |         |                   |         |      |         |         |         |   |          |         |         |   |         |        
|Operating Expenses                |                                                   |                                     |         |                   |         |      |         |         |         |   |          |         |         |   |         |        
|                                  | Cost of gas (Note 4)                              |                                     |         | 55,894            |         |      |         | 34,332  |         |   |          | 408,996 |         |   |         | 320,960 |        
|                                  | Operation and maintenance                         |                                     |         | 73,648            |         |      |         | 57,778  |         |   |          | 204,227 |         |   |         | 180,253 |        
|                                  | Depreciation and depletion                        |                                     |         | 26,146            |         |      |         | 25,995  |         |   |          | 79,017  |         |   |         | 78,002  |        
|                                  | Property and other taxes                          |                                     |         | 19,142            |         |      |         | 13,281  |         |   |          | 45,759  |         |   |         | 45,862  |        
|                                  | Merger and restructuring charges (Notes 2
	and 3) |                                     |         | 1,412             |         |      |         | 1,725   |         |   |          | 103,376 |         |   |         | 3,151   |        
|                                  |                                                   |                                     |         |                   |         |      |         |         |         |   |          |         |         |   |         |        
|                                  |                                                   | Total operating expenses            |         |                   | 176,242 |      |         |         | 133,111 |   |          |         | 841,375 |   |         |         | 628,228 |  
|                                  |                                                   |                                     |         |                   |         |      |         |         |         |   |          |         |         |   |         |        
|Operating Income (Loss)           |                                                   |                                     | (54,366 | )                 |         |      | (842    | )       |         |   | (61,109  | )       |         |   | 134,276 |        
|                                  |                                                   |                                     |         |                   |         |      |         |         |         |   |          |         |         |   |         |        
|Other Income and (Deductions)     |                                                   |                                     |         |                   |         |      |         |         |         |   |          |         |         |   |         |        
|                                  | Interest income                                   |                                     |         | 2,426             |         |      |         | 371     |         |   |          | 7,360   |         |   |         | 1,943   |        
|                                  | Interest on long-term debt                        |                                     |         | (12,129           | )       |      |         | (11,896 | )       |   |          | (33,294 | )       |   |         | (36,280 | )      
|                                  | Other interest expense                            |                                     |         | (2,460            | )       |      |         | (2,194  | )       |   |          | (8,915  | )       |   |         | (7,063  | )      
|                                  | Loss on joint venture (Note 6)                    |                                     |         | (2,640            | )       |      |         |        |         |   |          | (9,342  | )       |   |         |        |        
|                                  | Equity in earnings of joint ventures              |                                     |         | 566               |         |      |         | 503     |         |   |          | 1,894   |         |   |         | 1,689   |        
|                                  | Other                                             |                                     |         | 2,291             |         |      |         | 961     |         |   |          | 2,261   |         |   |         | 1,155   |        
|                                  |                                                   |                                     |         |                   |         |      |         |         |         |   |          |         |         |   |         |        
|                                  |                                                   | Total other income and (deductions) |         |                   | (11,946 | )    |         |         | (12,255 | ) |          |         | (40,036 | ) |         |         | (38,556 | )
|                                  |                                                   |                                     |         |                   |         |      |         |         |         |   |          |         |         |   |         |        
|Income (Loss) Before Income Taxes |                                                   |                                     | (66,312 | )                 |         |      | (13,097 | )       |         |   | (101,145 | )       |         |   | 95,720  |        
|Income Tax Provision (Benefit)    |                                                   |                                     | (23,057 | )                 |         |      | (4,286  | )       |         |   | (35,096  | )       |         |   | 33,604  |        
|                                  |                                                   |                                     |         |                   |         |      |         |         |         |   |          |         |         |   |         |        
|Net Income (Loss)                 |                                                   | $                                   | (43,255 | )                 |         | $    | (8,811  | )       |         | $ | (66,049  | )       |         | $ | 62,116  |        
|                                  |                                                   |                                     |         |                   |         |      |         |         |         |   |          |         |         |   |         |        






CONSOLIDATED STATEMENT OF RETAINED EARNINGS(UNAUDITED)





|                               |                             |                    |         |                   |   |      |         |        |   |   |         |         |   |   |         |        | 
|------------------------------ | --------------------------- | ------------------ | ------- | ----------------- | - | ---- | ------- | ------ | - | - | ------- | ------- | - | - | ------- | ------ | 
|                               |                             |                    |         |                  
|                               |                             | Three Months Ended |         | Nine Months Ended
|                               |                             | September 30       |         | September 30     
|                               |                             |                    |         |                  
|                               |                             | 2001               |         | 2000              |   | 2001 |         | 2000  
|(in Thousands)                 |                             |                    |         |                   |   |      |         |       
|                               |                             |                    |         |                   |   |      |         |       
|Balance  Beginning of
	Period |                             | $                  | 396,486 |                   |   | $    | 565,730 |        |   | $ | 494,648 |         |   | $ | 494,803 |       
|                               | Add  Net income (loss)     |                    |         | (43,255           | ) |      |         | (8,811 | ) |   |         | (66,049 | ) |   |         | 62,116 | 
|                               |                             |                    |         |                   |   |      |         |        |   |   |         |         |   |   |         |       
|                               |                             |                    | 353,231 |                   |   |      | 556,919 |        |   |   | 428,599 |         |   |   | 556,919 |       
|                               | Deduct  Dividends declared |                    |         |                  |   |      |         | 59,689 |   |   |         | 75,368  |   |   |         | 59,689 | 
|                               |                             |                    |         |                   |   |      |         |        |   |   |         |         |   |   |         |       
|Balance  End of Period        |                             | $                  | 353,231 |                   |   | $    | 497,230 |        |   | $ | 353,231 |         |   | $ | 497,230 |       
|                               |                             |                    |         |                   |   |      |         |        |   |   |         |         |   |   |         |       




See Notes to Consolidated Financial Statements
(Unaudited)


7



---



##### 



MICHIGAN CONSOLIDATED GAS COMPANY



CONSOLIDATED STATEMENT OF FINANCIAL POSITION(UNAUDITED)





|                                                     |                                                                                                 |              |           |             |  |   |           |           | 
|---------------------------------------------------- | ----------------------------------------------------------------------------------------------- | ------------ | --------- | ----------- |  | - | --------- | --------- | 
|                                                     |                                                                                                 | September 30 |           | December 31
|                                                     |                                                                                                 | 2001         |           | 2000       
|(in Thousands)                                       |                                                                                                 |              |           |            
|ASSETS                                               |                                                                                                 |              |           |             |  |   |           |          
|Current Assets                                       |                                                                                                 |              |           |             |  |   |           |          
|                                                     | Cash and cash equivalents                                                                       |              | $         | 7,005       |  |   | $         | 12,673    | 
|                                                     | Accounts receivable, less allowance for doubtful
	accounts of $12,240 and $18,912, respectively |              |           | 99,733      |  |   |           | 157,793   | 
|                                                     | Accrued unbilled revenues                                                                       |              |           | 26,126      |  |   |           | 135,465   | 
|                                                     | Gas in inventory (Note 4)                                                                       |              |           | 121,723     |  |   |           | 13,586    | 
|                                                     | Materials and supplies                                                                          |              |           | 16,991      |  |   |           | 14,173    | 
|                                                     | Property taxes assessed applicable to future
	periods                                           |              |           | 30,159      |  |   |           | 54,767    | 
|                                                     | Income taxes receivable                                                                         |              |           | 27,165      |  |   |           |          | 
|                                                     | Other                                                                                           |              |           | 10,068      |  |   |           | 21,295    | 
|                                                     |                                                                                                 |              |           |             |  |   |           |          
|                                                     |                                                                                                 |              | 338,970   |             |  |   | 409,752   |          
|                                                     |                                                                                                 |              |           |             |  |   |           |          
|Deferred Charges and Other Assets                    |                                                                                                 |              |           |             |  |   |           |          
|                                                     | Investment in and advances to joint ventures                                                    |              |           | 8,640       |  |   |           | 20,068    | 
|                                                     | Long-term investments                                                                           |              |           | 68,452      |  |   |           | 70,643    | 
|                                                     | Investment in capital lease                                                                     |              |           | 83,965      |  |   |           | 76,395    | 
|                                                     | Deferred environmental costs                                                                    |              |           | 26,783      |  |   |           | 26,372    | 
|                                                     | Prepaid benefit costs                                                                           |              |           | 215,023     |  |   |           | 214,068   | 
|                                                     | Other                                                                                           |              |           | 49,330      |  |   |           | 52,324    | 
|                                                     |                                                                                                 |              |           |             |  |   |           |          
|                                                     |                                                                                                 |              | 452,193   |             |  |   | 459,870   |          
|                                                     |                                                                                                 |              |           |             |  |   |           |          
|Property, Plant and Equipment, at
	cost              |                                                                                                 |              | 3,039,163 |             |  |   | 2,980,627 |          
|                                                     | Less  Accumulated depreciation and
	depletion                                                  |              |           | 1,597,634   |  |   |           | 1,538,311 | 
|                                                     |                                                                                                 |              |           |             |  |   |           |          
|                                                     |                                                                                                 |              | 1,441,529 |             |  |   | 1,442,316 |          
|                                                     |                                                                                                 |              |           |             |  |   |           |          
|                                                     |                                                                                                 | $            | 2,232,692 |             |  | $ | 2,311,938 |          
|                                                     |                                                                                                 |              |           |             |  |   |           |          
|LIABILITIES AND SHAREHOLDERS
	EQUITY                |                                                                                                 |              |           |             |  |   |           |          
|Current Liabilities                                  |                                                                                                 |              |           |             |  |   |           |          
|                                                     | Accounts payable                                                                                |              | $         | 123,306     |  |   | $         | 98,357    | 
|                                                     | Notes payable                                                                                   |              |           | 199,307     |  |   |           | 278,762   | 
|                                                     | Current portion of long-term debt and capital
	lease obligations                                |              |           | 21,157      |  |   |           | 24,652    | 
|                                                     | Federal income, property and other taxes payable                                                |              |           | 22,609      |  |   |           | 67,636    | 
|                                                     | Customer deposits                                                                               |              |           | 16,708      |  |   |           | 17,696    | 
|                                                     | Other                                                                                           |              |           | 54,333      |  |   |           | 59,366    | 
|                                                     |                                                                                                 |              |           |             |  |   |           |          
|                                                     |                                                                                                 |              | 437,420   |             |  |   | 546,469   |          
|                                                     |                                                                                                 |              |           |             |  |   |           |          
|Deferred Credits and Other
	Liabilities              |                                                                                                 |              |           |             |  |   |           |          
|                                                     | Deferred income taxes                                                                           |              |           | 136,370     |  |   |           | 141,552   | 
|                                                     | Unamortized investment tax credit                                                               |              |           | 24,603      |  |   |           | 25,867    | 
|                                                     | Tax benefits amortizable to customers                                                           |              |           | 137,510     |  |   |           | 138,161   | 
|                                                     | Accrued environmental costs                                                                     |              |           | 22,296      |  |   |           | 25,608    | 
|                                                     | Minority interest                                                                               |              |           | 648         |  |   |           | 635       | 
|                                                     | Other                                                                                           |              |           | 97,813      |  |   |           | 55,380    | 
|                                                     |                                                                                                 |              |           |             |  |   |           |          
|                                                     |                                                                                                 |              | 419,240   |             |  |   | 387,203   |          
|                                                     |                                                                                                 |              |           |             |  |   |           |          
|Long-Term Debt, including capital lease
	obligations |                                                                                                 |              | 780,773   |             |  |   | 641,369   |          
|                                                     |                                                                                                 |              |           |             |  |   |           |          
|                                                    
|Contingencies (Notes 5a and 9)                       |                                                                                                 |              |           |             |  |   |           |          
|                                                    
|Common Shareholders Equity                          |                                                                                                 |              |           |             |  |   |           |          
|                                                     | Common stock                                                                                    |              |           | 10,300      |  |   |           | 10,300    | 
|                                                     | Additional paid-in capital                                                                      |              |           | 231,728     |  |   |           | 231,949   | 
|                                                     | Retained earnings                                                                               |              |           | 353,231     |  |   |           | 494,648   | 
|                                                     |                                                                                                 |              |           |             |  |   |           |          
|                                                     |                                                                                                 |              | 595,259   |             |  |   | 736,897   |          
|                                                     |                                                                                                 |              |           |             |  |   |           |          
|                                                     |                                                                                                 | $            | 2,232,692 |             |  | $ | 2,311,938 |          
|                                                     |                                                                                                 |              |           |             |  |   |           |          




See Notes to Consolidated Financial Statements
(Unaudited)


8



---



##### 



MICHIGAN CONSOLIDATED GAS COMPANY



CONSOLIDATED STATEMENT OF CASH FLOWS(UNAUDITED)





|                                                                          |                                                                                                 |                                      |                                                                           |                                             |        |        |         |         |        |         |          |  
|------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- | ------------------------------------ | ------------------------------------------------------------------------- | ------------------------------------------- | ------ | ------ | ------- | ------- | ------ | ------- | -------- | -
|                                                                          |                                                                                                 |                                     
|                                                                          |                                                                                                 | Nine Months Ended                   
|                                                                          |                                                                                                 | September 30                        
|                                                                          |                                                                                                 |                                     
|                                                                          |                                                                                                 | 2001                                 |                                                                           | 2000                                       
|(in Thousands)                                                            |                                                                                                 |                                      |                                                                           |                                            
|Cash Flow From Operating Activities                                       |                                                                                                 |                                      |                                                                           |                                             |        |        |         |        
|                                                                          | Net income (loss)                                                                               |                                      | $                                                                         | (66,049                                     | )      |        | $       | 62,116  |       
|                                                                          | Adjustments to reconcile net income
	(loss) to net cash flow provided from operating activities |                                      |                                                                           |                                             |        |        |         |         |       
|                                                                          |                                                                                                 | Depreciation and depletion           |                                                                           |                                             |        |        |         |         |        |        
|                                                                          |                                                                                                 |                                      | Per statement of income                                                   |                                             |        | 79,017 |         |         |        | 78,002  |         
|                                                                          |                                                                                                 |                                      | Charged to other accounts                                                 |                                             |        | 7,494  |         |         |        | 7,582   |         
|                                                                          |                                                                                                 |                                      | Deferred income taxes  current                                           |                                             |        | (5,758 | )       |         |        | (10,667 | )       
|                                                                          |                                                                                                 |                                      | Deferred income taxes and investment tax credit,
	net                     |                                             |        | (7,097 | )       |         |        | 31,311  |         
|                                                                          |                                                                                                 |                                      | Other                                                                     |                                             |        | 1,101  |         |         |        | (3,931  | )       
|                                                                          |                                                                                                 |                                      | Changes in assets and liabilities, exclusive of
	changes shown separately |                                             |        | 76,966 |         |         |        | 66,866  |         
|                                                                          |                                                                                                 |                                      |                                                                           |                                             |        |        |         |        
|                                                                          |                                                                                                 |                                      |                                                                           | Net cash provided from operating activities |        |        | 85,674  |         |        |         | 231,279  |  
|                                                                          |                                                                                                 |                                      |                                                                           |                                             |        |        |         |        
|Cash Flow From Investing Activities                                       |                                                                                                 |                                      |                                                                           |                                             |        |        |         |        
|                                                                          | Capital expenditures                                                                            |                                      |                                                                           | (76,948                                     | )      |        |         | (86,095 | )     
|                                                                          | Other                                                                                           |                                      |                                                                           | 4,929                                       |        |        |         | (5,319  | )     
|                                                                          |                                                                                                 |                                      |                                                                           |                                             |        |        |         |        
|                                                                          |                                                                                                 |                                      |                                                                           | Net cash used for investing activities      |        |        | (72,019 | )       |        |         | (91,414  | )
|                                                                          |                                                                                                 |                                      |                                                                           |                                             |        |        |         |        
|Cash Flow From Financing Activities                                       |                                                                                                 |                                      |                                                                           |                                             |        |        |         |        
|                                                                          | Issuance of long-term debt                                                                      |                                      |                                                                           | 198,382                                     |        |        |         |        |       
|                                                                          | Notes payable, net                                                                              |                                      |                                                                           | (79,376                                     | )      |        |         | (47,203 | )     
|                                                                          | Retirement of long-term debt                                                                    |                                      |                                                                           | (63,329                                     | )      |        |         | (41,142 | )     
|                                                                          | Dividends paid                                                                                  |                                      |                                                                           | (75,000                                     | )      |        |         | (50,000 | )     
|                                                                          |                                                                                                 |                                      |                                                                           |                                             |        |        |         |        
|                                                                          |                                                                                                 |                                      |                                                                           | Net cash used for financing activities      |        |        | (19,323 | )       |        |         | (138,345 | )
|                                                                          |                                                                                                 |                                      |                                                                           |                                             |        |        |         |        
|Net Increase (Decrease) in Cash and Cash
	Equivalents                     |                                                                                                 |                                      | (5,668                                                                    | )                                           |        |        | 1,520   |        
|Cash and Cash Equivalents, January 1                                      |                                                                                                 |                                      | 12,673                                                                    |                                             |        |        | 9,705   |        
|                                                                          |                                                                                                 |                                      |                                                                           |                                             |        |        |         |        
|Cash and Cash Equivalents,
	September 30                                  |                                                                                                 | $                                    | 7,005                                                                     |                                             |        | $      | 11,225  |        
|                                                                          |                                                                                                 |                                      |                                                                           |                                             |        |        |         |        
|Changes in Assets and Liabilities, Exclusive
	of Changes Shown Separately |                                                                                                 |                                      |                                                                           |                                             |        |        |         |        
|                                                                          | Accounts receivable, net                                                                        |                                      | $                                                                         | 57,693                                      |        |        | $       | 43,539  |       
|                                                                          | Accrued unbilled revenues                                                                       |                                      |                                                                           | 109,339                                     |        |        |         | 73,807  |       
|                                                                          | Accrued/deferred gas cost recovery revenues, net                                                |                                      |                                                                           |                                            |        |        |         | 173     |       
|                                                                          | Gas in inventory                                                                                |                                      |                                                                           | (108,137                                    | )      |        |         | (6,403  | )     
|                                                                          | Property taxes assessed applicable to future
	periods                                           |                                      |                                                                           | 24,608                                      |        |        |         | 32,961  |       
|                                                                          | Income taxes receivable                                                                         |                                      |                                                                           | (27,165                                     | )      |        |         |        |       
|                                                                          | Prepaid benefit costs, net                                                                      |                                      |                                                                           | (955                                        | )      |        |         | (42,896 | )     
|                                                                          | Accounts payable                                                                                |                                      |                                                                           | 25,331                                      |        |        |         | (21,076 | )     
|                                                                          | Federal income, property and other taxes payable                                                |                                      |                                                                           | (45,027                                     | )      |        |         | (31,639 | )     
|                                                                          | Other current assets and liabilities, net                                                       |                                      |                                                                           | (425                                        | )      |        |         | (10,157 | )     
|                                                                          | Other deferred assets and liabilities, net                                                      |                                      |                                                                           | 41,704                                      |        |        |         | 28,557  |       
|                                                                          |                                                                                                 |                                      |                                                                           |                                             |        |        |         |        
|                                                                          |                                                                                                 | $                                    | 76,966                                                                    |                                             |        | $      | 66,866  |        
|                                                                          |                                                                                                 |                                      |                                                                           |                                             |        |        |         |        
|Supplemental Disclosures                                                  |                                                                                                 |                                      |                                                                           |                                             |        |        |         |        
|                                                                          | Cash paid for:                                                                                  |                                      |                                                                           |                                             |        |        |         |         |       
|                                                                          |                                                                                                 | Interest, net of amounts capitalized |                                                                           | $                                           | 33,066 |        |         | $       | 34,744 |        
|                                                                          |                                                                                                 |                                      |                                                                           |                                             |        |        |         |        
|                                                                          | Federal income taxes                                                                            |                                      | $                                                                         | 11,156                                      |        |        | $       | 1,490   |       
|                                                                          |                                                                                                 |                                      |                                                                           |                                             |        |        |         |        
|                                                                          | Noncash investing and financing activities:                                                     |                                      |                                                                           |                                             |        |        |         |         |       
|                                                                          |                                                                                                 | Dividends in kind and other          |                                                                           | $                                           | 368    |        |         | $       | 9,689  |        
|                                                                          |                                                                                                 |                                      |                                                                           |                                             |        |        |         |        




See Notes to Consolidated Financial Statements
(Unaudited)


9



---



##### 



MICHIGAN CONSOLIDATED GAS COMPANY



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


NOTE 1  GENERAL

The consolidated financial statements (unaudited) should be
read in conjunction with the MichCon 2000 Annual Report on
Form 10-K. Certain reclassifications have been made to the
prior years financial statements to conform to the 2001
presentation. In the opinion of management, the unaudited
information furnished herein reflects all adjustments necessary
for a fair presentation of the financial statements for the
periods presented.

Because of seasonal and other factors, revenues, expenses and
net income for the interim periods should not be construed as
representative of revenues, expenses and net income for all or
any part of the balance of the current year or succeeding
periods.

NOTE 2  MERGER AGREEMENT

On May 31, 2001, DTE completed the acquisition of MCN,
parent company of MichCon. The acquisition by DTE was accounted
for using the purchase method. MichCons assets and
liabilities included in the accompanying financial statements
have not been adjusted to allocate the purchase price to their
fair values. Certain losses reflected in the accompanying
financial statements have been eliminated at DTE as a result of
purchase accounting adjustments.

As a result of the merger, DTEE incurred merger-related
expenses, a portion of which were allocated to MichCon.
Additionally, MichCon directly incurred merger-related costs.
The merger-related costs include legal, accounting, consulting,
employee benefit and other expenses that had the effect of
decreasing earnings by $22.6 million pre-tax
($14.7 million net of taxes) for the nine-month period
ended September 30, 2001. Merger-related costs reduced
earnings by $1.7 million pre-tax ($1.1 million net of
taxes) and $3.2 million pre-tax ($2.0 million net of
taxes) for the three- and nine-month periods ended
September 30, 2000, respectively.

NOTE 3  RESTRUCTURING
CHARGE

In June 2001, DTE offered certain employees the option to
retire early under a program to reduce the workforce in
overlapping corporate support functions. As a result of the
program, approximately 10% of MichCons workforce, or
273 employees retired in July 2001 resulting in a
restructuring charge that decreased earnings by
$1.4 million pre-tax ($.9 million net of taxes) and
$80.7 million pre-tax ($52.4 million net of taxes) for
the three- and nine-month period ended September 30, 2001.
Benefit payments in the amount of $2.1 million have been
made as of September 30, 2001. Benefit payments are
primarily distributed from assets of the retirement plan and a
trust fund.

10



---



##### 



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


NOTE 4  GAS IN INVENTORY

Inventory gas is priced using the last-in, first-out
(LIFO) method. During the second quarter of 2001, MichCon
revised the expected permanent decrement recorded in the first
quarter of 2001 from 25 billion cubic feet (Bcf) to
17.5 Bcf due to warmer than normal weather. The
17.5 Bcf of prior years LIFO layers that are not
expected to be replaced prior to December 31, 2001 were
liquidated at an average cost of $.38 per thousand cubic
feet (Mcf). MichCon estimated its 2001 average gas purchase rate
to be $3.26 per Mcf higher than the average LIFO
liquidation rate. Applying LIFO costs in valuing the
liquidation, as opposed to using the estimated average gas
purchase rate, decreased cost of gas for the nine-month period
ended September 30, 2001 by $57.1 million and
increased earnings by $37.1 million, net of taxes.

NOTE 5  REGULATORY
MATTERS

a.  Regulatory Reform Plan



The Plan also includes a comprehensive experimental three-year
Customer Choice Program, which is subject to annual caps on the
level of participation. The Customer Choice Program began in
April 1999, with approximately 70,000 customers
choosing to purchase natural gas from suppliers other than
MichCon. Year two of the program began in April 2000 with
approximately 55,000 customers choosing to participate. Year
three of the program began in April 2001, and the number of
participating customers decreased to approximately 30,000.
MichCon will continue to transport and deliver the gas to the
customers premises at prices that generate favorable
margins.

In addition, the Plan encompasses an income sharing mechanism
that allows customers to share profits when actual returns on
equity from utility operations exceed predetermined thresholds.
MichCon filed its income sharing report with the MPSC in
March 2001, using the MPSC approved formula, indicating
that no income sharing was required for 2000.

b.  Proposed Regulatory Changes



11



---



##### 



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


in the MPSCs October 2000 order. MichCon had proposed
the modifications to become effective in April 2001. On
March 22, 2001, MichCon withdrew its applications with the
MPSC.

MichCon will return to a GCR mechanism in January 2002
when the current Regulatory Reform Plan expires. Under the GCR
mechanism, MichCons gas sales rates will be based on
market prices and set through the GCR process. In
August 2001, MichCon filed an application with the MPSC
that proposes a maximum GCR factor of $4.54 per Mcf.

c.  Other Rate Matters



NOTE 6  LOSS ON INVESTMENT IN
HARBORTOWN

In May 2001, MichCon recorded a $6.7 million pre-tax
($4.4 million net of taxes) loss from the expected sale of
its 33% to 50% interests in a series of partnerships that own a
residential community on the Detroit riverfront (Harbortown). An
additional loss of $2.6 million pre-tax ($1.7 million
net of taxes) was recorded in September 2001. The carrying
value of the investment was reduced to fair value based on the
estimated selling price less cost to sell. The sale of
Harbortown is no longer expected to take place within one year
and is therefore not classified as held for sale.

NOTE 7  CHANGE IN ACCOUNTING FOR
DERIVATIVES

Effective January 1, 2001, MichCon adopted
SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. The Statement, as
amended, requires all derivatives to be recognized in the
statement of financial position as either assets or liabilities
measured at their fair value and sets forth conditions in which
a derivative instrument may be designated as a hedge. The
Statement requires that changes in the fair value of derivatives
be recognized currently in earnings unless specific hedge
accounting criteria are met. Special accounting for qualifying
hedges allows a derivatives gains and losses to be
recorded to other comprehensive income or to offset related
results on the hedged item in earnings.

MichCon identified its interest rate swaps, firm-priced supply
contracts, and options embedded in certain debt instruments as
derivatives. The cumulative effect of adopting SFAS No. 133
was not material.

In order to manage interest costs, MichCon has interest rate
swap agreements to exchange fixed- and variable-rate interest
payment obligations over the life of the agreements without the
exchange of the underlying principal amounts. While the swaps
are effective in managing MichCons interest

12



---



##### 



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


costs, they do not qualify for hedge accounting under SFAS
No. 133. Accordingly, the interest rate swaps are recorded
at fair value and shown within Other Deferred Charges or
Credits in the Consolidated Statement of Financial
Position. Unrealized gains or losses resulting from marking to
market these swaps are recognized as an adjustment to interest
expense in the Consolidated Statement of Operations.
Furthermore, SFAS No. 133 required adjusting the carrying
value of the related debt that substantially offset the
transition adjustment from marking to market the interest rate
swaps. The adjustment to debt will be accreted to interest
expense over the life of the related swaps.

MichCon has firm-priced contracts for a substantial portion of
its expected gas supply requirements through 2001. These
contracts are designated and qualify for the normal
purchases exception under SFAS No. 133. Accordingly,
MichCon does not account for such contracts as derivatives.
Additionally, MichCon has debt outstanding with embedded options
that will not be accounted for as derivatives as a result of a
grandfather provision in SFAS No. 133.

NOTE 8  LONG-TERM DEBT

In August 2001, MichCon issued $200 million of 6.125%
senior secured notes, due 2008. Interest is payable on a
semi-annual basis, beginning March 2002. In August 2001,
MichCon paid the entire outstanding balance of a
$40 million mortgage bond that was due in May 2021.

NOTE 9  CONTINGENCIES

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.

13



---



##### 





INDEPENDENT ACCOUNTANTS REPORT


To the Board of Directors of



We have reviewed the accompanying condensed consolidated
statements of financial position of Michigan Consolidated Gas
Company and subsidiaries (the Company) as of
September 30, 2001, the related condensed consolidated
statements of operations and retained earnings for the
three-month and nine-month periods ended September 30, 2001
and 2000, and the condensed consolidated statement of cash flows
for the nine-month periods ended September 30, 2001 and
2000. These financial statements are the responsibility of the
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 review procedures to the 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 the Company
as of December 31, 2000, and the related consolidated
statements of income, capitalization, and cash flows for the
year then ended (not presented herein); and in our report dated
March 13, 2001, 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, 2000 is
fairly stated, in all material respects, in relation to the
consolidated statement of financial position from which it has
been derived.

DELOITTE & TOUCHE LLP





14



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##### 





OTHER INFORMATION


EXHIBITS AND REPORTS ON
FORM 8-K

(a)  Exhibits

(i)  Exhibits filed herewith.

|        |      |             |  |                                                                                                                   
|------- | ---- | ----------- |  | ------------------------------------------------------------------------------------------------------------------
|Exhibit |      |            
|Number  |      | Description
|        |      |            
|        | 4-2  |             |  | Third Supplemental Indenture, dated as of
	August 15, 2001, establishing 6 1/8% Senior Notes due
	2008.           
|       
|        | 4-3  |             |  | Mortgage Supplemental Indenture, dated as of
	August 15, 2001, establishing the 6 1/8% collateral
	bonds due 2008.
|       
|        | 15-2 |             |  | Awareness Letter of Deloitte & Touche LLP
	regarding their report dated November 13, 2001.                        
|       
|        | 99-1 |             |  | $300 million Credit Agreement dated as of
	November 7, 2001.                                                      

(b)  Reports on Form 8-K

None.

15



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##### 





SIGNATURE


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



| |                      
| | ---------------------
| | MICHIGAN CONSOLIDATED
| | GAS COMPANY          



| |     |                         
| | --- | ------------------------
| | By: | /s/ DANIEL G. BRUDZYNSKI

| |                              
| | -----------------------------
| |                              
| | Daniel G. Brudzynski         
| | Chief Accounting Officer,    
| | Vice President and Controller

Date:  November 13, 2001

16



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##### 



Exhibit Index

Michigan Consolidated Gas Company File No. 1-7310
Quarterly Report on Form 10-Q for Quarter Ended
September 30, 2001

|        |  |                                                                                                                 
|------- |  | ----------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                 
|Number  |  | Description                                                                                                     
|       
|4-2     |  | Third Supplemental Indenture, dated as of August
15, 2001, establishing 6 1/8% Senior Notes due 2008.           
|       
|4-3     |  | Mortgage Supplemental Indenture, dated as of
August 15, 2001, establishing the 6 1/8% collateral bonds due
2008.
|       
|15-2    |  | Awareness Letter of Deloitte & Touche LLP regarding their report
dated November 13, 2001.                       
|       
|99-1    |  | $300 Million Credit Agreement dated as of
November 7, 2001.