<PAGE>  

As filed with the Securities and Exchange Commission on February __, 1996
                                            Registration No. 33- 
==========================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                             ----------------

                                 FORM S-3
                          REGISTRATION STATEMENT
                                   Under
                        THE SECURITIES ACT OF 1933
                             ----------------

                          CMS ENERGY CORPORATION
          (Exact name of registrant as specified in its charter)
              Michigan                                    38-2726431
  (State or other jurisdiction of           (I.R.S. Employer
  incorporation or organization)            Identification No.)

                     Fairlane Plaza South, Suite 1100
                           330 Town Center Drive
                         Dearborn, Michigan 48126
                              (313) 436-9261
       (Address, including zip code, and telephone number, including
          area code, of registrant's principal executive offices)
                             ----------------

                              Alan M. Wright
             Senior Vice President and Chief Financial Officer
                     Fairlane Plaza South, Suite 1100
                           330 Town Center Drive
                         Dearborn, Michigan 48126
                               313-436-9560
         (Name, address, including zip code, and telephone number,
                including area code, of agent for service)
                             ----------------

       It is respectfully requested that the Commission send copies
               of all notices, orders and communications to:

       Denise M. Sturdy, Esq.               Catherine C. Hood, Esq.
       CMS Energy Corporation               Reid & Priest LLP
       330 Town Center Drive                40 West 57th Street
       Dearborn, MI  48126                  New York, NY 10019
                             ----------------

       Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of the Registration Statement
as determined by market conditions and other factors.

       If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box.  __

       If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box.
                                    X 
                                    --
       If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering.   __

       If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.  __

       If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box.   __

<TABLE>
                                            CALCULATION OF REGISTRATION FEE
=======================================================================================================================
<CAPTION>
                                                     Proposed maximum   Proposed maximum      Amount of 
Title of each class of                  Amount being  offering price   aggregate offering   registration
securities to be registered              registered     per unit(1)        price(1)              fee    
-----------------------------------------------------------------------------------------------------------------------
<C>                                     <S>                    <S>          <S>               <S>       
General Term Notes (registered
 trademark), Series B . . . . . . . . . $125,000,000           100%         $125,000,000      $43,103.45
=======================================================================================================================
<FN> 
(1)    Estimated solely for the purpose of calculating the registration fee.
</TABLE>


       The Registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
<PAGE>  

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.  A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.  THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES
LAWS OF ANY SUCH JURISDICTION.

Preliminary Prospectus Dated February 28, 1996
(Subject to Completion)

                               $125,000,000
                          CMS ENERGY CORPORATION
            GENERAL TERM NOTES (registered trademark), Series B
                             ----------------
             Due from 9 Months to 25 Years from date of issue
                             ----------------
       CMS Energy Corporation (the "Company" or "CMS Energy") may offer from
time to time up to $125,000,000 aggregate principal amount of its General
Term Notes (registered trademark), Series B (the "Notes").  Each Note will
bear interest at a fixed rate payable monthly, quarterly or semi-annually and
will mature on a date from 9 months to 25 years from the date of issue. The
interest rate, issue price, stated maturity, interest payment dates and
certain other terms (including a Survivor's Option, if applicable) with
respect to each Note will be established at the time of issuance and set
forth in a pricing supplement to this Prospectus (a "Pricing Supplement").
If provided in the applicable Pricing Supplement with respect to any Note,
such Note will be subject to redemption prior to its stated maturity by the
Company, in whole or in part, at redemption prices declining from a specified
premium, if any, to par, together with accrued interest to the date of
redemption. Notes will be issued only in denominations of $1,000 or any
amount in excess thereof which is an integral multiple of $1,000. The Notes
will be unsecured debt securities of the Company. See "Description of General
Term Notes (registered trademark)."

       In the case of a Note that provides for monthly interest payments,
interest will be payable, in arrears, on the fifteenth day of each calendar
month; provided however, that in the event such Note is issued between the
first and fifteenth day of a calendar month, interest otherwise payable on
the fifteenth day of such calendar month will be payable on the fifteenth day
of the next succeeding calendar month. In the case of a Note that provides
for quarterly or semi-annual interest payments, interest will be payable, in
arrears, commencing on the day that is either three months or six months, as
appropriate, from (i) the day on which such Note is issued, if such Note is
issued on the fifteenth day of a calendar month, or (ii) the fifteenth day
of the calendar month prior to the calendar month in which such Note is
issued, if such Note is issued prior to the fifteenth day of a calendar
month, or (iii) the fifteenth day of the calendar month in which such Note
is issued, if such Note is issued after the fifteenth day of a calendar
month.

       Each Note initially will be issued in book-entry form and will be
represented only by a global certificate (a "Global Note") registered in the
name of the nominee of The Depository Trust Company (as Depository). A
beneficial interest in a Global Note will be shown on, and transfers thereof
will be effected only through, records maintained by the Depository and its
participants. A beneficial interest in a Global Note will not be represented
by Notes in definitive form except under the limited circumstances described
herein. See "Description of General Term Notes (registered trademark) --
Book-Entry System" and "-- Certificated Notes."

                THESE SECURITIES HAVE NOT BEEN APPROVED OR
                DISAPPROVED BY THE SECURITIES AND EXCHANGE
               COMMISSION OR ANY STATE SECURITIES COMMISSION
              NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
              OR ANY STATE SECURITIES COMMISSION PASSED UPON
               THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
                   ANY REPRESENTATION TO THE CONTRARY IS
                            A CRIMINAL OFFENSE.
===========================================================================
                  Price to     Agent's Discount        Proceeds to   
                  Public(1)    or Commission(2)       Company(2)(3)  
---------------------------------------------------------------------------
Per Note  . .        100%       Not to exceed 4%    Not less than 96%
---------------------------------------------------------------------------
Total . . . .    $125,000,000   Not to exceed        Not less than   
                                 $5,000,000           $120,000,000   
===========================================================================

(1)    Unless otherwise specified in the applicable Pricing Supplement, the
       price  to the public for each Note will be equal to 100% of the
       principal amount  thereof. See "Plan of Distribution."
(2)    The Company will pay J. W. Korth & Company and such other agent(s) as
       the Company may select from time to time (each an "Agent", and
       collectively, the "Agents") an underwriting discount or commission,
       not to exceed  4% of the principal amount of any Note, which discount
       or commission will be disclosed in the applicable Pricing Supplement
       for the Note, depending upon the maturity of the Note. The names of
       any additional Agents will be disclosed in a supplement to this
       Prospectus. The Company has agreed to indemnify the Agents against
       certain liabilities, including liabilities under the Securities Act
       of 1933, as amended, or to contribute to payments that the Agents may
       be required to make in respect thereof. See "Plan of Distribution."
(3)    Before deducting expenses payable by the Company estimated at
       $185,000.

                             ----------------

       Offers to purchase the Notes are being solicited from time to time by
the Agents on behalf of the Company. Each Agent has agreed to use its
reasonable best efforts to solicit purchases of the Notes. Following such
solicitation, Notes will be sold through one or more of the Agents, acting
as principals. The Notes are offered, subject to prior sale, when, as, and
if issued to and accepted by the Agents, and subject to the right of the
Company and each Agent to reject any order in whole or in part and to
withdraw, cancel or modify the offer made hereby without notice. The Notes
will not be listed on any securities exchange, and there can be no assurance
that the Notes offered by this Prospectus will be sold or that there will be
a secondary market for the Notes. See "Plan of Distribution."

                             ----------------

                           J. W. Korth & Company

                             ----------------
             The date of this Prospectus is            , 1996.

--------------------
(registered trademark) Registered Servicemark of J. W. Korth & Company.<PAGE>
<PAGE>  - 2 -

IN CONNECTION WITH THIS OFFERING, THE AGENTS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET.  SUCH TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER
MARKET OR OTHERWISE.  SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT
ANY TIME.

                             ----------------

       No person is authorized in connection with the offering made hereby
to give any information or to make any representation not contained or
incorporated by reference in this Prospectus or any Pricing Supplement, and
any information or representation not contained or incorporated herein must
not be relied upon as having been authorized by CMS Energy or any
underwriter, dealer or agent.  This Prospectus and any Pricing Supplement do
not constitute an offer to sell or the solicitation of an offer to buy any
securities other than the securities to which they relate or an offer to sell
or the solicitation of an offer to buy such securities in any circumstances
in which such offer or solicitation is unlawful.  Neither the delivery of
this Prospectus or any Pricing Supplement nor any sale made hereunder or
thereunder shall, under any circumstances, create any implication that the
information contained or incorporated herein or therein is correct as of any
time subsequent to the date of such information.

                             ----------------

                           AVAILABLE INFORMATION

       CMS Energy is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission").  Such
reports, proxy statements and other information may be inspected and copied
at the public reference facilities maintained by the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices located at 500 West Madison, 14th Floor,
Chicago, Illinois  60661 and at 7 World Trade Center, 13th Floor, New York,
New York 10048.  Copies of such materials can be obtained by mail from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates.  The outstanding Common Stock of
CMS Energy is listed on the New York Stock Exchange and reports, proxy
statements and other information concerning CMS Energy may also be inspected
and copied at the offices of such exchange at 20 Broad Street, New York,
New York  10005.  

                             ----------------


              INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The following documents filed by CMS Energy with the Commission (File
No. 1-9513) pursuant to the Exchange Act are hereby incorporated by reference
in this Prospectus and shall be deemed to be a part hereof:

       (1)    CMS Energy's Annual Report on Form 10-K for the year ended
              December 31, 1994; and

       (2)    CMS Energy's Quarterly Report on Form 10-Q for the quarters
              ended March 31, 1995, June 30, 1995 and September 30, 1995;
              and

       (3)    CMS Energy's Current Reports on Forms 8-K
              dated January 10, 1995, February 2, 1995,
              September 11, 1995, and February 23, 1996
              (which contains audited financial statements
              for the fiscal year 1995 and Management's
              Discussion and Analysis of Financial Condition
              and Results of Operations).

       All documents subsequently filed by CMS Energy pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the
termination of the offering made by this Prospectus shall be deemed to be
incorporated by reference herein and shall be deemed to be a part hereof from
the date of filing of such documents (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents"). 

       Any statement contained in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

       CMS Energy undertakes to provide without charge to each person to whom
a copy of this Prospectus has been delivered, upon the written or oral
request of any such person, a copy of any or all of the documents referred
to above which have been or may be incorporated in this Prospectus by
reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents).  Requests for
such copies should be directed to CMS Energy Corporation at its principal
executive offices located at Fairlane Plaza South, Suite 1100, 330 Town
Center Drive, Dearborn, Michigan 48126, Attention:  Office of the Secretary,
telephone:  (313) 436-9200.

       Certain information contained in this Prospectus summarizes, is based
upon, or refers to information and financial statements contained in one or
more Incorporated Documents; accordingly, such information contained herein
is qualified in its entirety by reference to such documents and should be
read in conjunction therewith.  

                             ----------------

                             TABLE OF CONTENTS


                           Page                             Page

Available Information . . .  2   Ratio Of Earnings to
Incorporation of Certain            Fixed Charges . . . . . .  9
   Documents by Reference .  2   Description of General
Prospectus Summary. . . . .  4      Term Notes (registered
The Company . . . . . . . .  8      trademark). . . . . . . .  9
Use of Proceeds . . . . . .  8   Plan of Distribution . . . . 26
                                 Legal Opinions . . . . . . . 27
                                 Experts. . . . . . . . . . . 27


                             ----------------

<PAGE>
<PAGE>  - 4 -


                            PROSPECTUS SUMMARY

       The following summary information is qualified in its entirety by, and
should be read in conjunction with, the information appearing elsewhere in
this Prospectus and the Incorporated Documents.


                                THE COMPANY

       CMS Energy, incorporated in 1987, is the parent holding company of
Consumers Power Company ("Consumers") and CMS Enterprises Company
("Enterprises").  Consumers, a combination electric and gas utility company
serving Michigan's Lower Peninsula, is CMS Energy's largest subsidiary. 
Consumers' customer base includes a mix of residential, commercial and
diversified industrial customers, the largest of which is the automotive
industry.  Enterprises is engaged in several non-utility energy-related
businesses including:  (i) oil and gas exploration and production,
(ii) development and operation of independent power production facilities,
(iii) gas marketing services to utility, commercial and industrial customers
and (iv) transmission and storage of natural gas.

       CMS Energy conducts its principal operations through the following
five business segments:  (i) electric utility operations; (ii) natural gas
utility operations; (iii) gas transmission, storage and marketing; (iv) oil
and gas exploration and production operations; and (v) independent power
production.  Consumers or Consumers' subsidiaries are engaged in two
segments:  electric operations and gas operations.  Consumers' electric and
gas businesses are principally regulated utility operations.

       CMS Energy's 1995 consolidated operating revenue was $3,890 million. 
This consolidated operating revenue was derived from Consumers' sales of
electric energy (approximately 59% or $2,277 million), Consumers' gas
operations (approximately 31% or $1,195 million), gas transmission, storage
and marketing (approximately 5% or $196 million), oil and gas exploration and
production activities (approximately 3% or $108 million) and independent
power production activities (approximately 2% or $96 million).  Consumers'
consolidated operations in the electric and gas utility businesses account
for the major share of CMS Energy's total assets, revenue and income. 
CMS Energy's share of 1995 unconsolidated non-utility independent power
production revenue was $497 million.

       Consumers is a public utility serving almost six million of Michigan's
nine million residents in all of the 68 counties in Michigan's Lower
Peninsula.  Industries in Consumers' service area include automotive, metal,
chemical, food and wood products and a diversified group of other industries. 
Consumers' rates and certain other aspects of its business are subject to the
jurisdiction of the Michigan Public Service Commission and the Federal Energy
Regulatory Commission.


<PAGE>
<PAGE>  - 5 -
                           THE OFFERING

Securities Offered. . . . .   $125,000,000 aggregate principal
                              amount of General Term Notes
                              (registered trademark), Series B (the
                              "Notes").

Maturity Date . . . . . . .   The Notes will be offered at varying
                              maturities but in no event will any
                              Note mature earlier than nine months
                              from its date of issue or later than
                              25 years from its date of issue.  The
                              stated maturity of each Note will be
                              set forth in the applicable Pricing
                              Supplement.  

Interest Rate . . . . . . .   The interest rate on each Note will be
                              a fixed rate established at the time
                              of issuance and set forth in the
                              applicable Pricing Supplement. 

Issue Price . . . . . . . .   The Issue Price with respect to each
                              Note will be 100% of the principal
                              amount, unless otherwise set forth in
                              the applicable Pricing Supplement.

Interest Payment Dates. . .   The interest payment dates with
                              respect to each Note will be set forth
                              in the applicable Pricing Supplement. 
                              The Pricing Supplement also will state
                              whether interest on the related Note
                              will be payable monthly, quarterly or
                              semi-annually.  See "Description of
                              General Term Notes (registered
                              trademark) - Interest."

Repayment Upon Death. . . .   If the Pricing Supplement relating to
                              any Note provides that the holder of
                              such Note will have the option (the
                              "Survivor's Option") to elect
                              repayment of such Note prior to its
                              stated maturity in the event of the
                              death of the beneficial owner of such
                              Note, the Company will repay such Note
                              (or portion thereof) properly tendered
                              for repayment by or on behalf of the
                              person that has authority to act on
                              behalf of the deceased owner of the
                              beneficial interest in such Note at a
                              price equal to 100% of the principal
                              amount of the beneficial interest of
                              the deceased owner in such Note plus
                              accrued interest to the date of such
                              repayment, subject to an annual
                              aggregate limitation and an individual
                              holder limitation on the dollar amount
                              of Notes that will be repaid in any
                              year under the Survivor's Option.  See
                              "Description of General Term Notes
                              (registered trademark) - Repayment
                              Upon Death."

Redemption at Company's
Option. . . . . . . . . . .   If it is so provided in the Pricing
                              Supplement, the Notes will be
                              redeemable, in whole or in part in
                              increments of $1,000, at the option of
                              the Company, at any time after a
                              specified initial redemption date, on
                              notice given by the Company not more
                              than 60 nor less than 30 days prior to
                              the date of redemption, at redemption
                              prices declining over a specified
                              period from a specified premium, if
                              any, to par, together with accrued
                              interest to the date of redemption. 
                              See "Description of General Term Notes
                              (registered trademark) - Redemption."

Purchase at the Option of
Holder after a Change in
Control . . . . . . . . . .   On a date no earlier than 60 days nor
                              later than 90 days (the "Change in
                              Control Purchase Date") after the date
                              on which the Company mails written
                              notice to the Holders of the Notes of
                              the occurrence of a Change in Control
                              at any time while the Notes are
                              outstanding, the Company will purchase
                              any Note, at the option of its Holder,
                              for a Change in Control Purchase Price
                              equal to 101% of the aggregate
                              outstanding principal amount of the
                              Notes to be repurchased plus accrued
                              interest thereon to the Change in
                              Control Purchase Date.  See
                              "Description of General Term Notes
                              (registered trademark) - Purchase of
                              Notes Upon Change in Control" for a
                              summary of these provisions and the
                              definition of "Change in Control." 

Mandatory Sinking Fund. . .   None.

Ranking . . . . . . . . . .   The Notes will be unsecured debt
                              securities of the Company.  The Notes
                              will rank on a parity in right of
                              payment with all other unsecured and
                              unsubordinated indebtedness of the
                              Company.  As of December 31, 1995, the
                              Company had no secured indebtedness
                              outstanding.  However, the Company has
                              retained the right to pledge assets to
                              secure indebtedness in the future,
                              subject to certain limitations.  See
                              "Description of General Term Notes
                              (registered trademark) - Certain
                              Restrictive Covenants - Limitations on
                              Liens."

Certain Covenants . . . . .   So long as any of the Notes are
                              outstanding the Company has agreed to: 
                              (a) limitations on the issuance or
                              incurrence of indebtedness by the
                              Company and certain of its
                              Subsidiaries (other than Consumers);
                              (b) limitations on the declaration or
                              payment of dividends on, or the
                              redemption, retirement or other
                              acquisition of, the capital stock of
                              the Company; (c) limitations on the
                              creation of liens or security
                              interests upon the stock of Consumers
                              and certain other Subsidiaries;
                              (d) limitations on transactions
                              between the Company and its
                              affiliates; and (e) limitations on
                              certain mergers, consolidations and
                              sales of assets.  See "Description of
                              General Term Notes (registered
                              trademark) -  Certain Restrictive
                              Covenants."

Use of Proceeds . . . . . .   The net proceeds of the sale of the
                              Notes will be used by the Company for
                              its general corporate purposes.  See
                              "Use of Proceeds."

Liquidity . . . . . . . . .   There is no active public trading
                              market for the Notes.  Any Agent may
                              make a market in the Notes, but no
                              Agent is obligated to do so and any
                              such market making so undertaken may
                              be discontinued without notice at any
                              time.  There can be no assurance as to
                              the liquidity of any market that may
                              develop for the Notes, the ability of
                              the Holders to sell their Notes, or
                              the price at which Holders would be
                              able to sell their Notes.  If a
                              trading market is not developed or is
                              not maintained,  Holders of the Notes
                              may experience difficulty in reselling
                              them or may be unable to sell them at
                              all.  If a market for the Notes
                              develops, they may trade at a discount
                              from their Issue Price.  Future
                              trading prices of the Notes will
                              depend on many factors, including
                              prevailing interest rates, the
                              Company's operating results, and the
                              market for similar securities.  The
                              Company does not intend to apply for
                              listing of the Notes on any securities
                              exchange.  Historically, and
                              particularly in recent periods, the
                              market for non-investment grade debt
                              has been subject to disruptions that
                              have caused substantial volatility in
                              the prices of securities.  There can
                              be no assurance that the market for
                              the Notes, if any, will not be subject
                              to similar disruptions.
<PAGE>
<PAGE>  - 8 -

                                THE COMPANY

       CMS Energy, incorporated in 1987, is the parent holding company of
Consumers and Enterprises.  Consumers, a combination electric and gas utility
company serving Michigan's Lower Peninsula, is CMS Energy's largest
subsidiary.  Consumers' customer base includes a mix of residential,
commercial and diversified industrial customers, the largest of which is the
automotive industry.  Enterprises is engaged in several non-utility energy-
related businesses including:  (i) oil and gas exploration and production,
(ii) development and operation of independent power production facilities,
(iii) gas marketing services to utility, commercial and industrial customers
and (iv) transmission and storage of natural gas.

       CMS Energy conducts its principal operations through the following
five business segments:  (i) electric utility operations; (ii) natural gas
utility operations; (iii) gas transmission, storage and marketing; (iv) oil
and gas exploration and production operations; and (v) independent power
production.  Consumers or Consumers' subsidiaries are engaged in two
segments:  electric operations and gas operations.  Consumers' electric and
gas businesses are principally regulated utility operations.

       CMS Energy's 1995 consolidated operating revenue was $3,890 million. 
This consolidated operating revenue was derived from Consumers' sales of
electric energy (approximately 59% or $2,277 million), Consumers' gas
operations (approximately 31% or $1,195 million), gas transmission, storage
and marketing (approximately 5% or $196 million), oil and gas exploration and
production activities (approximately 3% or $108 million) and independent
power production activities (approximately 2% or $96 million).  Consumers'
consolidated operations in the electric and gas utility businesses account
for the major share of CMS Energy's total assets, revenue and income. 
CMS Energy's share of 1995 unconsolidated non-utility independent power
production revenue was $497 million.

       Consumers is a public utility serving almost six million of Michigan's
nine million residents in all of the 68 counties in Michigan's Lower
Peninsula.  Industries in Consumers' service area include automotive, metal,
chemical, food and wood products and a diversified group of other industries. 
Consumers' rates and certain other aspects of its business are subject to the
jurisdiction of the Michigan Public Service Commission and the Federal Energy
Regulatory Commission.

       The foregoing information concerning CMS Energy and its subsidiaries
does not purport to be comprehensive.  For additional information concerning
CMS Energy and its subsidiaries' business and affairs, including their
capital requirements and external financing plans, pending legal and
regulatory proceedings and descriptions of certain laws and regulations to
which those companies are subject, prospective purchasers should refer to the
Incorporated Documents.  See "Incorporation of Certain Documents by
Reference" and "Available Information" above.  

       The address of the principal executive officers of CMS Energy is 330
Town Center Drive, Suite 1100, Dearborn, Michigan 48126.  Its telephone
number is (313) 436-9200.


                              USE OF PROCEEDS

       The net proceeds from the sale of the Notes will be used by the
Company for its general corporate purposes.


<PAGE>
<PAGE>  - 9 -
                    RATIO OF EARNINGS TO FIXED CHARGES

       The ratios of earnings to fixed charges for each of the years ended
December 31, 1991 through 1995 are as follows:

                                          Year Ended December 31        
                              1995    1994    1993    1992    1991 
                                                       (1)   (2)(3)
Ratio of earnings to
   fixed charges. . . .       1.81    1.91    1.83      --     --  
___________________

(1)    For the year ended December 31, 1992, fixed charges exceeded earnings
       by $441 million.  Earnings as defined include a $520 million pre-tax
       loss on the settlement of MCV Power Purchases, $(15) million for
       potential customer refunds and other reserves related to 1992 but
       recorded in 1991, and $6 million relating to CMS Generation Company's
       reduction in its investment in The Oxford Energy Company.  The ratio
       of earnings to fixed charges would have been 1.30 excluding these
       amounts.

(2)    Excludes an extraordinary after-tax loss of $14 million.

(3)    For the year ended December 31, 1991, fixed charges exceeded earnings
       by $356 million.  Earnings as defined include pre-tax losses of $398
       million for write-downs and reserve amounts related to Consumers'
       abandonment of the Midland nuclear plant, $76 million for potential
       customer refunds and other reserves, and $51 million relating to
       CMS Generation Company's reduction in its investment in The Oxford
       Energy Company.  The ratio of earnings to fixed charges would have
       been 1.45 excluding these amounts.

       For the purpose of computing the ratio of earnings to fixed charges,
earnings represent net income before income taxes, net interest charges and
the estimated interest portion of lease rentals.


         DESCRIPTION OF GENERAL TERM NOTES (registered trademark)

     The Notes will be issued as a series of debt securities under an
Indenture, dated as of January 15, 1994 (such Indenture as amended or
supplemented from time to time by one or more supplemental indentures
thereto, including a supplemental indenture relating to the Notes, being
referred to herein as the "Indenture" and all debt securities hereafter
issued under such Indenture being collectively referred to herein as
"Securities"), between the Company and The Chase Manhattan Bank, National
Association, as trustee (the "Trustee").  The Company is not limited by the
Indenture as to the aggregate principal amount of Securities it may issue. 
The descriptions of the Notes and the Indenture in this Prospectus are brief
summaries of the provisions contained in such documents and do not purport
to be complete.  The form of the Indenture is filed as an exhibit to the
Registration Statement of which this Prospectus is a part, and reference is
made thereto for the definitive provisions of such Indenture.  The
descriptions herein are qualified in their entirety by such reference. 
Certain capitalized terms used herein without definition shall have the
meanings respectively set forth in the Indenture.

General

     The Notes will be offered pursuant to this Prospectus on a continuing
basis.  Each Note will mature from 9 months to 25 years from its date of
issue.  The Notes will be issued without coupons in registered form only and
in denominations of $1,000 or any amount in excess thereof which is an
integral multiple of $1,000.  

     CMS Energy is a holding company and its assets consist primarily of
investment in its subsidiaries.  The Securities (including the Notes) will
be obligations exclusively of the Company.  The Company's ability to service
its indebtedness, including the Securities, is dependent primarily upon the
earnings of its subsidiaries and the distribution or other payment of such
earnings to the Company in the form of dividends, loans or advances, and
repayment of loans and advances from the Company.  The subsidiaries are
separate and distinct legal entities and have no obligation, contingent or
otherwise, to pay any amounts due pursuant to the Securities or to make any
funds available therefor, whether by dividends, loans or other payments.  

     A substantial portion of the consolidated liabilities of the Company
have been incurred by its subsidiaries.  Therefore, the Company's rights and
the rights of its creditors, including holders of Securities, to participate
in the distribution of assets of any subsidiary upon the latter's liquidation
or reorganization will be subject to prior claims of the subsidiary's
creditors, including trade creditors, except to the extent that the Company
may itself be a creditor with recognized claims against the subsidiary (in
which case the claims of the Company would still be subject to the prior
claims of any secured creditor of such subsidiary and of any holder of
indebtedness of such subsidiary that is senior to that held by CMS Energy). 
As of December 31, 1995, the Company's subsidiaries had total indebtedness
for borrowed money (excluding intercompany indebtedness) of approximately
$2,606 million.

     The Notes rank on a parity with all other unsecured and unsubordinated
indebtedness of the Company.  As of December 31, 1995, the Company had no
secured indebtedness outstanding.  However, the Company has retained the
right to secure indebtedness, subject to certain limitations.  See "Certain
Restrictive Covenants -- Limitation on Liens".

     Notes will be represented by a Global Note registered in the name of
the nominee of the Depository, except under the limited circumstances
described below under "Certificated Notes."  A single Global Note will
represent all Notes issued on the same day and having the same terms,
including, but not limited to, the same Interest Payment Dates, rate of
interest, stated maturity and repurchase and redemption provisions (if any). 
A beneficial interest in a Global Note will be shown on, and transfers
thereof will be effected only through, records maintained by the Depository
(with respect to interests of its participants) and its participants (with
respect to interests of persons other than its participants).

     Unless the applicable Pricing Supplement provides otherwise, the price
at which each Note will be issued (the "Issue Price") will be 100% of the
principal amount of the Note.  Notes will not be issued as discounted
securities, at prices below stated principal amounts, or having an original
issue discount for U.S. federal income tax purposes, unless the applicable
Pricing Supplement so provides and, if applicable, describes potential U.S.
federal income tax consequences.

     The Pricing Supplement relating to a Note will set forth, among other
things, the following terms:  (i) the date on which such Note will be issued;
(ii) the Issue Price; (iii) the stated maturity date of such Note; (iv) the
rate per annum at which such Note will bear interest; (v) the Interest
Payment Dates for such Note; (vi) whether the holder of such Note will have
the Survivor's Option; (vii) whether and the terms on which such Note will
be subject to redemption by the Company prior to its stated maturity; and
(viii) any other terms not inconsistent with the provisions of the Indenture.

Interest

     Each Note will bear interest from the date of issue at the fixed rate
per annum specified therein and in the applicable Pricing Supplement until
the principal thereof is paid or made available for payment.  Interest will
be payable either monthly, quarterly or semi-annually on each Interest
Payment Date and at Maturity.  Interest will be payable to the person in
whose name a Note is registered at the close of business on the Regular
Record Date next preceding each Interest Payment Date; provided, however,
interest payable at Maturity will be payable to the person to whom principal
shall be payable.  Unless otherwise indicated in the applicable Pricing
Supplement, interest will be paid in arrears and shall be the amount of
interest accrued to, but excluding, the Interest Payment Date.  Interest on
the Notes will be computed on the basis of a 360-day year of twelve 30-day
months.

     The Interest Payment Dates for a Note that provides for monthly
interest payments shall be the fifteenth day of each calendar month;
provided, however, that in the case of a Note issued between the first and
fifteenth day of a calendar month, interest otherwise payable on the
fifteenth day of such calendar month will be payable on the fifteenth day of
the next succeeding calendar month.  In the case of a Note that provides for
quarterly interest payments, the Interest Payment Dates shall be the
fifteenth day of each of the months specified in the Pricing Supplement,
commencing on the day that is three months from (i) the day on which such
Note is issued, if such Note is issued on the fifteenth day of a calendar
month, or (ii) the fifteenth day of the calendar month immediately preceding
the calendar month in which such Note is issued, if such Note is issued prior
to the fifteenth day of a calendar month, or (iii) the fifteenth day of the
calendar month in which such Note is issued, if such Note is issued after the
fifteenth day of a calendar month.  In the case of a Note that provides for
semi-annual interest payments, the Interest Payment Dates shall be the
fifteenth day of each of the months specified in the Pricing Supplement,
commencing on the day that is six months from (i) the day on which such Note
is issued, if such Note is issued on the fifteenth day of a calendar month,
(ii) the fifteenth day of the calendar month immediately preceding the
calendar month in which such Note is issued, if such Note is issued prior to
the fifteenth day of a calendar month, or (iii) the fifteenth day of the
calendar month in which such Note is issued, if such Note is issued after the
fifteenth day of a calendar month.  The Regular Record Date with respect to
any Interest Payment Date (other than at Maturity) shall be the first day
(whether or not a Business Day) of the calendar month in which such Interest
Payment Date occurs, and, in the case of interest payable at Maturity, the
Regular Record Date shall be the date of Maturity.

     Interest on the Notes that is not punctually paid or duly provided for
on any Interest Payment Date ("defaulted interest") shall cease to be payable
to the Holder thereof on the relevant Regular Record Date and may be paid by
the Company to Holders of Notes (i) at the close of business on a Special
Record Date for the payment of such defaulted interest fixed by the Trustee
and not more than 15 nor less than 10 days prior to the date of the proposed
payment, provided that the Company shall have notified the Trustee in writing
of the amount of such defaulted interest, deposited with the Trustee funds
equal to the amount of the proposed payment or made arrangements satisfactory
to the Trustee for such deposit prior to the date of the proposed payment,
or (ii) in such other lawful manner which is not inconsistent with the
requirements of any securities exchange on which the Notes are listed for
trading.

Redemption

     A Note is not subject to redemption at the option of the Company prior
to the date, if any, fixed at the time of sale and designated as the "Initial
Redemption Date" on the face of such Note and in the applicable Pricing
Supplement hereto.  If no Initial Redemption Date is indicated with respect
to a Note, such Note is not subject to redemption at the option of the
Company prior to Stated Maturity.  If so specified in the applicable Pricing
Supplement, on and after the Initial Redemption Date, the related Note will
be redeemable in whole or in part in increments of $1,000, at the option of
the Company, at redemption prices declining from a specified premium, if any,
to par, together with accrued interest to the date of redemption, on notice
given by the Company not more than 60 nor less than 30 days prior to the date
of redemption.  If less than all of the Notes of like tenor and terms are to
be redeemed, the Notes to be redeemed will be selected by the Trustee by such
method as the Trustee shall deem fair and appropriate.  Notwithstanding the
foregoing however, the Company may at any time purchase Notes at any price
in the open market or otherwise.  Notes so purchased by the Company may, at
the discretion of the Company, be held or resold or surrendered to the
Trustee for cancellation.  The Notes will not have a sinking fund.  See
"Purchase of Notes Upon Change in Control" and "Repayment Upon Death."

     With respect to Notes redeemable at the option of the Company, the
applicable Pricing Supplement will specify whether the Company would be
prohibited from redeeming such Note as a part of, or in anticipation of, any
refunding operation by the application, directly or indirectly, of moneys
borrowed having an effective interest cost to the Company of less than the
effective interest cost to the Company of such Note.  

Purchase of Notes Upon Change in Control

     In the event of any Change in Control (as defined below) each Holder of
a Note will have the right, at such Holder's option, subject to the terms and
conditions of the Indenture, to require the Company to repurchase all or any
part of such Holder's Note on a date selected by the Company that is no
earlier than 60 days nor later than 90 days (the "Change in Control Purchase
Date") after the mailing of written notice by the Company of the occurrence
of such Change in Control at a repurchase price payable in cash equal to 101%
of the principal amount of such Notes plus accrued interest to the Change in
Control Purchase Date (the "Change in Control Purchase Price").  

     Within 30 days after the Change in Control, the Company is obligated to
mail to each Holder of a Note a notice regarding the Change in Control, which
notice shall state, among other things:  (i) that a Change in Control has
occurred and that each such Holder has the right to require the Company to
repurchase all or any part of such Holder's Notes at the Change in Control
Purchase Price; (ii) the Change in Control Purchase Price; (iii) the Change
in Control Purchase Date, (iv) the name and address of the Paying Agent and
(v) the procedures that Holders must follow to cause the Notes to be
repurchased.  

     To exercise this right, a Holder must deliver a Change in Control
Purchase Notice to the Paying Agent at its office in The City of New York,
or any other office of the Paying Agent maintained for such purposes, not
later than 30 days prior to the Change in Control Purchase Date.  The Change
in Control Purchase Notice shall state (i) the portion of the principal
amount of any Notes to be repurchased, which must be $1,000 or an integral
multiple thereof, (ii) that such Notes are to be repurchased by the Company
pursuant to the applicable change-in-control provisions of the Indenture, and
(iii) unless the Notes are represented by one or more Global Notes, the
certificate numbers of the Notes to be repurchased.

     Any Change in Control Purchase Notice may be withdrawn by the Holder by
a written notice of withdrawal delivered to the Paying Agent not later than
three Business Days prior to the Change in Control Purchase Date.  The notice
of withdrawal shall state the principal amount and, if applicable, the
certificate numbers of the Notes as to which the withdrawal notice relates
and the principal amount, if any, which remains subject to a Change in
Control Purchase Notice.  

     If a Note is represented by a Global Note, the Depository or its
nominee will be the holder of such Note and therefore will be the only entity
that can require the Company to repurchase Notes upon a Change in Control. 
To obtain repayment with respect to such Note upon a Change in Control, the
beneficial owner of such Note must provide to the broker or other entity
through which it holds the beneficial interest in such Note (i) a Change in
Control Purchase Notice signed by such beneficial owner, and such signature
must be guaranteed by a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc. ("NASD")
or a commercial bank or trust company having an office or correspondent in
the United States and (ii) instructions to such broker or other entity to
notify the Depository of such beneficial owner's desire to cause the Company
to repurchase such Notes.  Such broker or other entity will provide to the
Paying Agent (i) a Change in Control Purchase Notice received from such
beneficial owner and (ii) a certificate satisfactory to the Paying Agent from
such broker or other entity that it represents such beneficial owner.  Such
broker or other entity will be responsible for disbursing any payments it
receives upon the repurchase of such Notes by the Company.  

     Payment of the Change in Control Purchase Price for a Note in
certificated form (a "Certificated Note") for which a Change in Control
Purchase Notice has been delivered and not withdrawn is conditioned upon
delivery of such Note (together with necessary endorsements) to the Paying
Agent at its office in The City of New York, or any other office of the
Paying Agent maintained for such purpose, at any time (whether prior to, on
or after the Change in Control Purchase Date) after the delivery of such
Change in Control Purchase Notice.  Payment of the Change in Control Purchase
Price for such Note will be made promptly following the later of the Change
in Control Purchase Date or the time of delivery of such Note.  

     If the Paying Agent holds, in accordance with the terms of the
Indenture, money sufficient to pay the Change in Control Purchase Price of
a Note on the Business Day following the Change in Control Purchase Date for
such Note, then, on and after such date, interest on such Note will cease to
accrue, whether or not such Note is delivered to the Paying Agent, and all
other rights of the Holder shall terminate (other than the right to receive
the Change in Control Purchase Price upon delivery of the Note).  

     Under the Indenture, a "Change in Control" means an event or series of
events by which (i) CMS Energy ceases to beneficially own, directly or
indirectly, at least 80% of the total voting power of all classes of Capital
Stock then outstanding of Consumers (whether arising from issuance of
securities of the Company or Consumers, any direct or indirect transfer of
securities by CMS Energy or Consumers, any merger, consolidation, liquidation
or dissolution of CMS Energy or Consumers or otherwise); or (ii) any "person"
or "group" (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act) becomes the "beneficial owner" (as such term is used in
Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group
shall be deemed to have "beneficial ownership" of all shares that such person
or group has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of
more than 30% of the Voting Stock of CMS Energy; or (iii) CMS Energy
consolidates with or merges into another corporation or directly or
indirectly conveys, transfers or leases all or substantially all of its
assets to any person, or any corporation consolidates with or merges into
CMS Energy, in either event pursuant to a transaction in which the
outstanding Voting Stock of CMS Energy is changed into or exchanged for cash,
securities, or other property, other than any such transaction where (A) the
outstanding Voting Stock of CMS Energy is changed into or exchanged for
Voting Stock of the surviving corporation and (B) the holders of the Voting
Stock of CMS Energy immediately prior to such transaction retain, directly
or indirectly, substantially proportionate ownership of the Voting Stock of
the surviving corporation immediately after such transaction.  

     The Indenture requires CMS Energy to comply with the provisions of
Rule 13e-4 and any other tender offer rules under the Exchange Act which may
then be applicable and file Schedule 13E-4 or any other schedule required
thereunder in connection with any offer by CMS Energy to purchase Notes at
the option of Holders upon a Change in Control.  The Change in Control
purchase feature of the Notes may in certain circumstances make more
difficult or discourage a takeover of CMS Energy and, thus, the removal of
incumbent management.  The Change in Control purchase feature, however, is
not the result of management's knowledge of any specific effort to accumulate
shares of its common stock or to obtain control of the Company by means of
a merger, tender offer, solicitation or otherwise, or part of a plan by
management to adopt a series of anti-takeover provisions.  Instead, the
Change in Control purchase feature is a customary term contained in similar
debt offerings and the terms of such feature result from negotiations between
CMS Energy and the Agents.  Management has no present intention to propose
any anti-takeover measures although it is possible that CMS Energy could
decide to do so in the future.

     No Note may be repurchased by the Company as a result of a Change of
Control if there has occurred and is continuing an Event of Default described
under "Events of Default; Notice and Waiver" below (other than a default in
the payment of the Change in Control Purchase Price with respect to the
Notes).  In addition, the Company's ability to purchase Notes may be limited
by its financial resources and its inability to raise the required funds
because of restrictions on issuance of securities contained in other
contractual arrangements.

Repayment Upon Death

     The Pricing Supplement relating to any Note will indicate whether the
holder of such Note will have the Survivor's Option.  SEE THE PRICING
SUPPLEMENT TO DETERMINE WHETHER THE SURVIVOR'S OPTION APPLIES TO ANY
PARTICULAR NOTE.

     Pursuant to exercise of the Survivor's Option, if applicable, the
Company will repay any Note (or portion thereof) properly tendered for
repayment by or on behalf of the person (the "Representative") that has
authority to act on behalf of the deceased owner of the beneficial interest
in such Note under the laws of the appropriate jurisdiction (including,
without limitation, the personal representative, executor, surviving joint
tenant or surviving tenant by the entirety of such deceased beneficial owner)
at a price equal to 100% of the principal amount of the beneficial interest
of the deceased owner in such Note plus accrued interest to the date of such
repayment, subject to the following limitations.  The Company may, in its
sole discretion, limit the aggregate principal amount of Notes as to which
exercises of the Survivor's Option will be accepted in any calendar year (the
"Annual Put Limitation") to one percent (1%) of the outstanding principal
amount of the Notes as of the end of the most recent fiscal year, but not
less than $500,000 in any such calendar year, or such greater amount as the
Company in its sole discretion may determine for any calendar year, and may
limit to $100,000, or such greater amount as the Company in its sole
discretion may determine for any calendar year, the aggregate principal
amount of Notes (or portions thereof) as to which exercise of the Survivor's
Option will be accepted in such calendar year with respect to any individual
deceased owner of beneficial interests in such Notes (the "Individual Put
Limitation").  Moreover, the Company will not make principal repayments
pursuant to exercise of the Survivor's Option in amounts that are less than
$1,000, and, in the event that the limitations described in the preceding
sentence would result in the partial repayment of any Note, the principal
amount of such Note remaining outstanding after repayment must be at least
$1,000 (the minimum authorized denomination of the Notes).  Any Note (or
portion thereof) tendered pursuant to exercise of the Survivor's Option may
be withdrawn by a written request by the Representative of the deceased owner
received by the Trustee prior to its repayment.

     Each Note (or portion thereof) that is tendered pursuant to valid
exercise of the Survivor's Option will be accepted promptly in the order all
such Notes are tendered, except for any Note (or portion thereof) the
acceptance of which would contravene (i) the Annual Put Limitation, if
applied, or (ii) the Individual Put Limitation, if applied, with respect to
the relevant individual deceased owner of beneficial interests therein.  If,
as of the end of any calendar year, the aggregate principal amount of Notes
(or portions thereof) that have been accepted pursuant to exercise of the
Survivor's Option for such year, has not exceeded the Annual Put Limitation,
if applied, for such year, any exercise(s) of the Survivor's Option with
respect to Notes (or portions thereof) not accepted during such calendar year
because such acceptance would have contravened the Individual Put Limitation,
if applied, with respect to an individual deceased owner of beneficial
interests therein will be accepted in the order all such Notes (or portions
thereof) were tendered, to the extent that any such exercise would not exceed
the Annual Put Limitation for such calendar year.  Any Note (or portion
thereof) accepted for repayment pursuant to exercise of the Survivor's Option
will be repaid no later than the first Interest Payment Date that occurs 20
or more calendar days after the date of such acceptance.  Each Note (or any
portion thereof) tendered for repayment that is not accepted in any calendar
year due to the application of the Annual Put Limitation will be deemed to
be tendered in the following calendar year in the order in which all such
Notes (or portions thereof) were originally tendered, unless any such Note
(or portion thereof) is withdrawn by the Representative for the deceased
owner prior to its repayment.  In the event that a Note (or any portion
thereof) tendered for repayment pursuant to valid exercise of the Survivor's
Option is not accepted, the Trustee will deliver a notice by first-class mail
to the registered Holder thereof at its last known address as indicated in
the Security Register that states the reasons such Note (or portion thereof)
has not been accepted for repayment.  

     Subject to the foregoing, in order for a Survivor's Option to be
validly exercised with respect to any Note (or portion thereof), the Trustee
must receive from the Representative of the deceased owner (i) a written
request for repayment signed by the Representative, and such signature must
be guaranteed by a member firm of a registered national securities exchange
or of the NASD or a commercial bank or trust company having an office or
correspondent in the United States, (ii) if such Note is not represented by
a Global Note as described below, tender of the Note (or portion thereof) to
be repaid, (iii) appropriate evidence satisfactory to the Company and the
Trustee that (A) the Representative has authority to act on behalf of the
deceased beneficial owner, (B) the death of such beneficial owner has
occurred and (C) the deceased was the owner of a beneficial interest in such
Note at the time of death, (iv) if applicable, a properly executed assignment
or endorsement, and (v) if the beneficial interest in such Note is held by
a nominee of the deceased beneficial owner, a certificate satisfactory to the
Trustee from such nominee attesting to the deceased's ownership of a
beneficial interest in such Note.  All questions as to the eligibility or
validity of any exercise of the Survivor's Option will be determined by the
Company, in its sole discretion, which determinations will be final and
binding on all parties.

     If a Note is represented by a Global Note, the Depository or its
nominee will be the Holder of such Note and therefore will be the only entity
that can exercise the Survivor's Option for such Note.  To obtain repayment
pursuant to exercise of the Survivor's Option with respect to such Note, the
Representative must provide to the broker or other entity through which the
beneficial interest in such Note is held by the deceased owner (i) the
documents described in clauses (i) and (iii) of the preceding paragraph and
(ii) instructions to such broker or other entity to notify the Depository of
such Representative's desire to obtain repayment pursuant to exercise of the
Survivor's Option.  Such broker or other entity will provide to the Trustee
(i) the documents received from the Representative referred to in clause (i)
of the preceding sentence and (ii) a certificate satisfactory to the Trustee
from such broker or other entity stating that it represents the deceased
beneficial owner.  Such broker or other entity will be responsible for
disbursing any payments it receives pursuant to exercise of the Survivor's
Option to the appropriate Representative.  See "Book-Entry System".

     A Representative may obtain the forms used to exercise the Survivor's
Option from The Chase Manhattan Bank (National Association), the Trustee, at
4 Chase MetroTech Center, Brooklyn, New York 11245, Attention:  Corporate
Trust Administration Division, during normal business hours.

Payment and Paying Agents

     Payments of principal, premium, if any, and interest on Notes
represented by a Global Note will be made to the Depository through such
Paying Agent or Paying Agents in The City of New York as the Company may
designate from time to time or by wire transfer to the Depository.  See
"Book-Entry System."  Payments of principal, premium, if any, and interest
on Certificated Notes will be made upon surrender of such Notes at the office
of such Paying Agent or Paying Agents in The City of New York as the Company
may designate from time to time, except that at the option of the Company,
payment of any interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security
Register.

     The principal corporate trust office of The Chase Manhattan Bank
(National Association), located at 4 Chase MetroTech Center, Brooklyn,
New York 11245, has been designated as the Company's sole Paying Agent for
payments with respect to the Notes.  The Company may at any time designate
additional Paying Agents or rescind the designation of any Paying Agent or
approve a change in the office through which any Paying Agent acts, except
that the Company will be required to maintain a Paying Agent in each Place
of Payment for the Notes.

Book-Entry System

     The Notes will be issued initially in the form of one or more Global
Notes that will be deposited with, or on behalf of, The Depository Trust
Company, New York, New York ("DTC"), which will act as securities depository
for the Notes.  The Notes will be issued as fully-registered securities
registered in the name of Cede & Co. (DTC's partnership nominee).  DTC and
any other depository which may replace DTC as depository for the Notes are
sometimes referred to herein as the "Depository."  

     Upon issuance, all Notes having the same issue date, interest rate,
redemption provisions, provisions for repurchase at the option of the Holder,
stated maturity and other provisions will be represented by one or more
Global Notes.  Except under the limited circumstances described below, Notes
represented by Global Notes will not be exchangeable for Certificated Notes. 

     So long as the Depository, or its nominee, is the registered owner of
a Global Note, such Depository or such nominee, as the case may be, will be
considered the sole registered holder of the individual Notes represented by
such Global Note for all purposes under the Indenture.  Payments of principal
of and premium, if any, and any interest on individual Notes represented by
a Global Note will be made to the Depository or its nominee, as the case may
be, as the registered holder of such Global Note.  Except as set forth below,
owners of beneficial interests in a Global Note will not be entitled to have
any of the individual Notes represented by such Global Note registered in
their names, will not receive or be entitled to receive physical delivery of
any such Note and will not be considered the registered holder thereof under
the Indenture, including, without limitation, for purposes of consenting to
any amendment thereof or supplement thereto as described in this Prospectus. 


     The following is based upon information furnished by DTC:  

              DTC is a limited-purpose trust company organized under the
     New York Banking Law, a "banking organization" within the meaning of
     the New York Banking Law, a member of the Federal Reserve System, a
     "clearing corporation" within the meaning of the New York Uniform
     Commercial Code, and a "clearing agency" registered pursuant to the
     provisions of Section 17A of the Exchange Act.  DTC holds securities
     that its participants ("Participants") deposit with DTC.  DTC also
     facilitates the settlement among Participants of securities
     transactions, such as transfers and pledges, in deposited securities
     through electronic computerized book-entry changes in Participants'
     accounts, thereby eliminating the need for physical movement of
     securities certificates.  Direct Participants ("Direct Participants")
     include securities brokers and dealers, banks, trust companies,
     clearing corporations, and certain other organizations.  DTC is owned
     by a number of its Direct Participants and by the New York Stock
     Exchange, Inc., the American Stock Exchange, Inc., and the NASD. 
     Access to the DTC system is also available to others such as securities
     brokers and dealers, banks and trust companies that clear through or
     maintain a custodial relationship with a Direct Participant, either
     directly or indirectly ("Indirect Participants").  The rules applicable
     to DTC and its Participants are on file with the Commission.  

              Purchases of Notes under the DTC system must be made by or
     through Direct Participants, which will receive a credit for the Notes
     on DTC's records.  The ownership interest of each actual purchaser of
     each Note ("Beneficial Owner") is in turn to be recorded on the Direct
     and Indirect Participants' records.  Beneficial Owners will not receive
     written confirmation from DTC of their purchase, but Beneficial Owners
     are expected to receive written confirmations providing details of the
     transaction, as well as periodic statements of their holdings, from the
     Direct or Indirect Participant through which the Beneficial Owner
     entered into the transaction.  Transfers of ownership interests in the
     Notes are to be accomplished by entries made on the books of
     Participants acting on behalf of Beneficial Owners.  Beneficial Owners
     will not receive certificates representing their ownership interests in
     Notes, except in the event that use of the book-entry system for one or
     more Notes is discontinued.

              To facilitate subsequent transfers, all Global Notes deposited
     by Participants with DTC are registered in the name of DTC's
     partnership nominee, Cede & Co.  The deposit of Global Notes with DTC
     and their registration in the name of Cede & Co. effect no change in
     beneficial ownership.  DTC has no knowledge of the actual Beneficial
     Owners of the Notes; DTC's records reflect only the identity of the
     Direct Participants to whose accounts such Notes are credited, which
     may or may not be the Beneficial Owners.  The Participants will remain
     responsible for keeping account of their holdings on behalf of their
     customers.

              Conveyance of notices and other communications by DTC to Direct
     Participants, by Direct Participants to Indirect Participants, and by
     Direct Participants and Indirect Participants to Beneficial Owners will
     be governed by arrangements among them, subject to any statutory or
     regulatory requirements as may be in effect from time to time.

              Redemption notices shall be sent to Cede & Co.  If less than
     all of the Notes are being redeemed, DTC's practice is to determine by
     lot the amount of the interest of each Direct Participant in such issue
     to be redeemed.

              Neither DTC nor Cede & Co. will consent or vote with respect
     to Notes.  Under its usual procedures, DTC mails an Omnibus Proxy to
     the Company as soon as possible after the record date.  The Omnibus
     Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
     Participants to whose accounts the Notes are credited on the record
     date (identified in a listing attached to the Omnibus Proxy).

              Principal and interest payments on the Notes will be made to
     DTC.  DTC's practice is to credit Direct Participants' accounts on the
     payable date in accordance with their respective holdings shown on
     DTC's records unless DTC has reason to believe that it will not receive
     payment on the payable date.  Payments by Participants to Beneficial
     Owners will be governed by standing instructions and customary
     practices, as is the case with securities held for the accounts of
     customers in bearer form or registered in "street name" and will be the
     responsibility of such Participant and not of DTC, any Agents, or the
     Company, subject to any statutory or regulatory requirements as may be
     in effect from time to time.  Payment of principal and interest to DTC
     is the responsibility of the Company, disbursement of such payments to
     Direct Participants shall be the responsibility of DTC, and
     disbursement of such payments to the Beneficial Owners shall be the
     responsibility of Direct and Indirect Participants.

              DTC may discontinue providing its services as securities
     depository with respect to the Notes at any time by giving 90 days'
     notice to the Company or the Trustee.  Under such circumstances, in the
     event that a successor securities depository is not obtained,
     Certificated Notes are required to be printed and delivered in exchange
     for the Notes represented by the Global Notes held by the DTC.  See
     "Certificated Notes."

              In addition, the Company may decide to discontinue use of the
     system of book-entry transfers through DTC (or a successor securities
     depository).  In that event, Certificated Notes will be printed and
     delivered in exchange for the Notes represented by the Global Notes
     held by DTC.  See "Certificated Notes."

     The information in this section concerning DTC and DTC's book-entry
system has been obtained from DTC.  The Company believes such information to
be reliable, but the Company takes no responsibility for the accuracy
thereof.

     None of the Company, the Agents, the Trustee, any paying agent or the
registrar for the Notes will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests in a Global Note or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.

Certificated Notes

     If the Depository is at any time unwilling or unable to continue as
depository and a successor depository is not appointed by the Company by the
earlier of (i) 90 days from the date the Company receives notice to the
effect that the Depository is unwilling or unable to act, or the Company
determines that the Depository is unable to act or (ii) the effectiveness of
the Depository's resignation or failure to fulfill its duties as Depository,
the Company will issue Certificated Notes in exchange for the Notes
represented by the Global Notes held by the Depository.  In addition, the
Company may at any time and in its sole discretion determine not to have
Notes represented by a Global Note and, in such event, will issue individual
Certificated Notes in exchange for the Notes represented by the Global Note. 
In either instance, the owner of a beneficial interest in a Note represented
by a Global Note will be entitled to have such Note registered in its name
and will be entitled to physical delivery of such Note in certificated form. 
Individual Certificated Notes so issued will be issued in fully registered
form, without coupons, in one or more authorized denominations as described
above under "General."

     Certificated Notes will be exchangeable for other Certificated Notes of
any authorized denominations and of a like aggregate principal amount and
tenor.

     Certificated Notes may be presented for exchange as provided above, and
may be presented for registration of transfer (duly endorsed, or accompanied
by a duly executed written instrument of transfer), at the office of The
Chase Manhattan Bank (National Association), the Trustee, in The City of
New York, (the "Security Registrar") or at the office of any other transfer
agent designated by the Company for such purpose with respect to the Notes
and referred to in the applicable Pricing Supplement, without service charge
and upon payment of any taxes and other governmental charges as described in
the Indenture.  Such transfer or exchange will be effected upon the Security
Registrar or such other transfer agent, as the case may be, being satisfied
with the documents of title and identity of the person making the request. 
If a Pricing Supplement refers to any transfer agents (in addition to the
Security Registrar) designated by the Company with respect to the Notes, the
Company may at any time rescind the designation of any such transfer agent
or approve a change in the location through which any such transfer agent
acts, except that the Company will be required to maintain a transfer agent
in each Place of Payment for the Notes.  The Company may at any time
designate additional transfer agents with respect to the Notes.

     The Company will not be required to (i) issue, register the transfer of
or exchange Certificated Notes during a period beginning at the opening of
business 15 days before the selection of Notes to be redeemed and ending at
the close of business on the day of mailing of the relevant notice of
redemption; or (ii) register the transfer of or exchange any Certificated
Note, or portion thereof, called for redemption, except the unredeemed
portion of any Certificated Note being redeemed in part.

     If a Certificated Note is mutilated, destroyed, lost or stolen, it may
be replaced at the corporate trust office or agency of the Trustee in The
City of New York upon payment by the Holder of such expenses as may be
incurred by the Company and the Trustee in connection therewith and the
furnishing of such evidence and indemnity as the Company and the Trustee may
require.  Mutilated Notes must be surrendered before new Notes will be
issued.

Certain Restrictive Covenants

     The Indenture contains, among others, the covenants described below. 
Certain capitalized terms used below are defined herein under the heading
"Certain Definitions."  

     Limitation on Consolidated Indebtedness.  The Indenture provides that
so long as any of the Notes are Outstanding, the Company shall not, and shall
not permit any Restricted Subsidiary to, issue, create, assume, guarantee,
incur or otherwise become liable for (collectively, "issue"), directly or
indirectly, any Indebtedness unless (a) the Consolidated Coverage Ratio of
the Company and its Consolidated Subsidiaries for the four consecutive fiscal
quarters immediately preceding the issuance of such Indebtedness (as shown
by a pro forma consolidated income statement of the Company and its
Consolidated Subsidiaries for the four most recent fiscal quarters ending at
least 30 days prior to the issuance of such Indebtedness after giving effect
to (i) the issuance of such Indebtedness and (if applicable) the application
of the net proceeds thereof to refinance other Indebtedness as if such
Indebtedness was issued at the beginning of the period, (ii) the issuance and
retirement of any other Indebtedness since the first day of the period as if
such Indebtedness was issued or retired at the beginning of the period and
(iii) the acquisition of any company or business acquired by the Company or
any Subsidiary of the Company since the first day of the period (including
giving effect to the pro forma historical earnings of such company or
business), including any acquisition which will be consummated
contemporaneously with the issuance of such Indebtedness, as if in each case
such acquisition occurred at the beginning of the period) exceeds a ratio of
1.6 to 1.0 and (b) immediately after giving effect to the issuance of such
Indebtedness and (if applicable) the application of the net proceeds thereof
to refinance other Indebtedness, the Consolidated Leverage Ratio shall not
exceed a ratio of 0.75 to 1.0.

     The foregoing limitation is subject to exceptions for certain revolving
Indebtedness to banks provided that the aggregate outstanding principal
amount of such revolving Indebtedness shall not exceed $450,000,000,
Indebtedness outstanding on the date of the original Indenture, certain
refinancings and Indebtedness of the Company to a Subsidiary or by a
Subsidiary to the Company.

     Limitation upon Restricted Payments.  The Indenture provides that, so
long as any of the Notes are Outstanding and are rated below BBB-by Standard
& Poor's or by Duff & Phelps, the Company will not, and will not permit any
of its Restricted Subsidiaries, directly or indirectly, to, (i) declare or
pay any dividend or make any distribution on the Capital Stock of the Company
to the direct or indirect holders of the Company's Capital Stock (except
dividends or distributions payable solely in Non-Convertible Capital Stock
of the Company or in options, warrants or other rights to purchase such Non-
Convertible Capital Stock and except dividends or distributions payable to
the Company or a Subsidiary) or (ii) purchase, redeem or otherwise acquire
or retire for value any Capital Stock of the Company (any such dividend,
distribution, purchase, redemption, repurchase, other acquisition or
retirement, being hereinafter referred to as a "Restricted Payment") if at
any time the Company or such Subsidiary makes such Restricted Payment: 
(1) an Event of Default, or an event that with the lapse of time or the
giving of notice or both would constitute an Event of Default, shall have
occurred and be continuing (or would result therefrom); or (2) the aggregate
amount of such Restricted Payment and all other Restricted Payments made
since September 30, 1993, would exceed the sum of:  (a) $120,000,000 plus
100% of Consolidated Net Income from September 30, 1993 to the end of the
most recent fiscal quarter ending at least 45 days prior to the date of such
Restricted Payment (or, in case such sum shall be a deficit, minus 100% of
the deficit) and (b) the aggregate Net Proceeds received by the Company from
the issue or sale of or contribution with respect to its Capital Stock after
September 30, 1993.

     The foregoing provisions will not prohibit:  (i) dividends or other
distributions paid in respect of any class of Capital Stock issued by the
Company in connection with the acquisition of any business or assets by the
Company or a Restricted Subsidiary where the dividends or other distributions
with respect to such Capital Stock are payable solely from the net earnings
of such business or assets; (ii) any purchase or redemption of Capital Stock
of the Company made by exchange for, or out of the proceeds of the
substantially concurrent sale of, Capital Stock of the Company (other than
Redeemable Stock or Exchangeable Stock); (iii) dividends paid within 60 days
after the date of declaration thereof if at such date of declaration such
dividends would have complied with this covenant; or (iv) payments pursuant
to the Tax Sharing Agreement.  

     Limitations on Certain Liens.  The Indenture provides that so long as
any of the Notes are outstanding, the Company shall not create, incur, assume
or suffer to exist any lien, mortgage, pledge, security interest, conditional
sale, title retention agreement or other charge or encumbrance of any kind
intended to or having the effect of conferring upon a creditor of the Company
or any Subsidiary of the Company a preferential interest upon or with respect
to the Capital Stock of Consumers, Enterprises or CMS NOMECO Oil & Gas Co.
("NOMECO") without making effective provision whereby the Notes shall be (so
long as such creditor shall be so secured) equally and ratably secured.  The
foregoing does not apply to (a) Liens securing Indebtedness of the Company,
provided that on the date such Liens are created, and after giving effect to
such Indebtedness, the aggregate principal amount at maturity of all of the
secured Indebtedness of the Company shall not exceed 10% of Consolidated
Assets on such date or (b) certain liens for taxes, pledges to secure
workman's compensation, other statutory obligations and certain support
obligations not to exceed $30 million at any one time outstanding, certain
materialmen's, mechanic's and similar liens and certain purchase money liens.

     The foregoing limitations regarding Consolidated Indebtedness,
Restricted Payments and Liens do not apply to Consumers, the Company's
largest Subsidiary.  In addition, they do not currently limit transactions
by any of the Company's other Subsidiaries because none of such Subsidiaries
would currently fall under the definition of Restricted Subsidiaries.

     Limitation on Transactions with Affiliates.  The Indenture provides
that so long as any of the Notes are Outstanding, the Company may not,
directly or indirectly, conduct any business or enter into any transaction
or series of related transactions (including the purchase, sale, lease or
exchange of any property or the rendering of any service) with an Affiliate
unless the terms of such business, transaction or series of transactions are
as favorable to the Company as terms that could be obtainable at the time for
a comparable transaction or series of related transactions in arm's-length
dealings with an unrelated third person.  This covenant shall not apply to
(i) any compensation paid to officers and directors of the Company which has
been approved by the Board of Directors of the Company or (ii) loans to the
Company or an Affiliate pursuant to a global cash management program, which
loans mature within one year from the date thereof.

     Limitation on Consolidation, Merger, Sale or Conveyance.  The Indenture
provides that so long as any of the Notes are Outstanding the Company shall
not consolidate with or merge into any other person or sell, lease or convey
its property as an entirety or substantially as an entirety unless, upon any
such consolidation, merger, sale, lease or conveyance, and after giving
effect thereto, (i) the person formed by such consolidation or into which the
Company shall have been merged or which shall have acquired such property
(the "Continuing Entity") shall be a corporation and shall have expressly
assumed all of the Company's obligations under the Notes and the Indenture,
(ii) no Event of Default, or an event that, with the lapse of time or the
giving of notice or both, would become an Event of Default under the
Indenture shall have happened and be continuing, (iii) the Consolidated Net
Worth of the Continuing Entity shall be at least equal to the Consolidated
Net Worth of the Company immediately prior to the transaction and (iv) the
Continuing Entity would be entitled to incur at least $1 of additional
Indebtedness (other than revolving Indebtedness to banks) without violating
the restriction set forth in "-- Limitations on Consolidated Indebtedness"
above.

Certain Definitions

     Set forth below is a summary of certain of the defined terms used in
the Indenture.  Reference is made thereto for the full definition of all such
terms, as well as any other terms used herein for which no definition is
provided.

     "Affiliate" of any specified person means any other person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified person.  For the purposes of this definition,
"control" when used with respect to any specified person means the power to
direct or cause the direction of the management and policies of such person,
directly or indirectly, whether through the ownership of voting securities,
by contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

     "Amortization Expense" means, for any period, amounts recognized during
such period as amortization of capital leases, depletion, nuclear fuel,
goodwill and assets classified as intangible assets in accordance with
generally accepted accounting principles.

     "Capital Lease Obligations" of a person means any obligation that is
required to be classified and accounted for as a capital lease on the face
of a balance sheet of such person prepared in accordance with generally
accepted accounting principles; the amount of such obligation shall be the
capitalized amount thereof, determined in accordance with generally accepted
accounting principles; the stated maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the
first date upon which such lease may be terminated by the lessee without
payment of a penalty; and such obligation shall be deemed secured by a Lien
on any property or assets to which such lease relates.

     "Capital Stock" means any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents of or
interest in (however designated) corporate stock, including any Preferred
Stock.

     "Consolidated Assets" means, at any date of determination, the
aggregate assets of the Company and its Consolidated Subsidiaries determined
on a consolidated basis in accordance with generally accepted accounting
principles.

     "Consolidated Capital" means, at any date of determination, the sum of
(a) Consolidated Indebtedness, (b) consolidated equity of the common
stockholders of the Company and the Consolidated Subsidiaries,
(c) consolidated equity of the preference stockholders of the Company and the
Consolidated Subsidiaries and (d) consolidated equity of the preferred
stockholders of the Company and the Consolidated Subsidiaries, in each case,
determined at such date in accordance with generally accepted accounting
principles.

     "Consolidated Coverage Ratio" with respect to any period means the
ratio of (i) the aggregate amount of Operating Cash Flow for such period to
(ii) the aggregate amount of Consolidated Interest Expense for such period.

     "Consolidated Indebtedness" means, without duplication, at any date of
determination, the sum of the aggregate Indebtedness of the Company plus the
aggregate debt (as such term is construed in accordance with generally
accepted accounting principles) of the Consolidated Subsidiaries.

     "Consolidated Interest Expense" means, for any period, the total
interest expense in respect of Indebtedness of the Company and its
Consolidated Subsidiaries, including, without duplication, (i) interest
expense attributable to capital leases, (ii) amortization of debt discount,
(iii) capitalized interest, (iv) cash and noncash interest payments,
(v) commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers' acceptance financing, (vi) net costs under
Interest Rate Protection Agreements (including amortization of discount) and
(vii) interest expense in respect of obligations of other persons deemed to
be Indebtedness of the Company or any Consolidated Subsidiaries under clause
(v) or (vi) of the definition of Indebtedness, provided, however, that
Consolidated Interest Expense shall exclude any costs otherwise included in
interest expense recognized on early retirement of debt.

     "Consolidated Leverage Ratio" means, at any date of determination, the
ratio of Consolidated Indebtedness to Consolidated Capital.

     "Consolidated Net Income" means, for any period, the net income of the
Company and its Consolidated Subsidiaries determined on a consolidated basis
in accordance with generally accepted accounting principles; provided,
however, that there shall not be included in such Consolidated Net Income: 
(i) any net income of any person if such person is not a Subsidiary, except
that (A) the Company's equity in the net income of any such person for such
period shall be included in such Consolidated Net Income up to the aggregate
amount of cash actually distributed by such person during such period to the
Company or a Consolidated Subsidiary as a dividend or other distribution and
(B) the Company's equity in a net loss of any such person for such period
shall be included in determining such Consolidated Net Income; (ii) any net
income of any person acquired by the Company or a Subsidiary in a pooling of
interests transaction for any period prior to the date of such acquisition;
and (iii) any gain or loss realized upon the sale or other disposition of any
property, plant or equipment of the Company or its Consolidated Subsidiaries
which is not sold or otherwise disposed of in the ordinary course of business
and any gain or loss realized upon the sale or other disposition of any
Capital Stock of any person.  

     "Consolidated Net Worth" of any person means the total of the amounts
shown on the consolidated balance sheet of such person and its consolidated
subsidiaries, determined on a consolidated basis in accordance with generally
accepted accounting principles, as of any date selected by such person not
more than 90 days prior to the taking of any action for the purpose of which
the determination is being made (and adjusted for any material events since
such date), as (i) the par or state value of all outstanding Capital Stock
plus (ii) paid-in capital or capital surplus relating to such Capital Stock
plus (iii) any retained earnings or earned surplus less (A) any accumulated
deficit, (B) any amounts attributable to Redeemable Stock and (C) any amounts
attributable to Exchangeable Stock.

     "Consolidated Subsidiary" means, any Subsidiary whose accounts are or
are required to be consolidated with the accounts of the Company in
accordance with generally accepted accounting principles.

     "Exchangeable Stock" means any Capital Stock of a corporation that is
exchangeable or convertible into another security (other than Capital Stock
of such corporation that is neither Exchangeable Stock nor Redeemable Stock).

     "Indebtedness" of any person means, without duplication, (i) the
principal of and premium (if any) in respect of (A) indebtedness of such
person for money borrowed and (B) indebtedness evidenced by notes,
debentures, bonds or other similar instruments for the payment of which such
person is responsible or liable; (ii) all Capital Lease Obligations of such
person; (iii) all obligations of such person issued or assumed as the
deferred purchase price of property, all conditional sale obligations and all
obligations under any title retention agreement (but excluding trade accounts
payable arising in the ordinary course of business); (iv) all obligations of
such person for the reimbursement of any obligor or any letter of credit,
banker's acceptance or similar credit transaction (other than obligations
with respect to letters of credit securing obligations (other than
obligations described in (i) through (iii) above) entered into in the
ordinary course of business of such person to the extent such letters of
credit are not drawn upon or, if and to the extent drawn upon, such drawing
is reimbursed no later than the third Business Day following receipt by such
person of a demand for reimbursement following payment on the letter of
credit); (v) all obligations of the type referred to in clauses (i) through
(iv) of other persons and all dividends of other persons for the payment of
which, in either case, such person is responsible or liable as obligor,
guarantor or otherwise; and (vi) all obligations of the type referred to in
clauses (i) through (v) of the other persons secured by any Lien on any
property or asset of such person (whether or not such obligation is assumed
by such person), the amount of such obligation being deemed to be the lesser
of the value of such property or assets or the amount of the obligation so
secured.

     "Interest Rate Protection Agreement" means any interest rate swap
agreement, interest rate cap agreement or other financial agreement or
arrangement designed to protect the Company or any Subsidiary against
fluctuations in interest rates.

     "Lien" means any lien, mortgage, pledge, security interest, conditional
sale, title retention agreement or other charge or encumbrance of any kind.

     "Net Proceeds" means, with respect to any issuance or sale or
contribution in respect of Capital Stock, the aggregate proceeds of such
issuance, sale or contribution, including the fair market value (as
determined by the Board of Directors and net of any associated debt and of
any consideration other than Capital Stock received in return) of property
other than cash received by the Company, net of attorneys' fees, accountants'
fees, underwriters' or placement agents' fees, discounts or commissions and
brokerage, consultant and other fees actually incurred in connection with
such issuance or sale and net of taxes paid or payable as a result thereof,
provided, however, that if such fair market value as determined by the Board
of Directors of property other than cash is greater than $25 million, the
value thereof shall be based upon an opinion from an independent nationally
recognized firm experienced in the appraisal or similar review of similar
types of transactions.

     "Non-Convertible Capital Stock" means, with respect to any corporation,
any non-convertible Capital Stock of such corporation and any Capital Stock
of such corporation convertible solely into non-convertible Capital Stock
other than Preferred Stock of such corporation; provided, however, that Non-
Convertible Capital Stock shall not include any Redeemable Stock or
Exchangeable Stock.

     "Operating Cash Flow" means for any period, with respect to the Company
and its Consolidated Subsidiaries, the aggregate amount of Consolidated Net
Income after adding thereto Consolidated Interest Expense (adjusted to
include costs recognized on early retirement of debt), income taxes,
depreciation expense, Amortization Expense, any noncash amortization of debt
issuance costs, any nonrecurring, noncash charges to earnings and any
negative accretion recognition.

     "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

     "Preferred Stock," as applied to the Capital Stock of any corporation,
means Capital Stock of any class or classes (however designated) that is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.

     "Redeemable Stock" means any Capital Stock that by its terms or
otherwise is required to be redeemed prior to the first anniversary of the
Maturity of any Outstanding Notes or is redeemable at the option of the
holder thereof at any time prior to the first anniversary of the Maturity of
any Outstanding Notes.

     "Restricted Subsidiary" means any Subsidiary (other than Consumers and
its subsidiaries) of the Company which at the time of determination had
assets which, as of the date of the Company's most recent quarterly
consolidated balance sheet, constituted at least 10% of the total
Consolidated Assets of the Company and its Consolidated Subsidiaries and any
other Subsidiary which from time to time is designated a Restricted
Subsidiary by the Board of Directors of the Company, provided that no
Subsidiary may be designated a Restricted Subsidiary if, immediately after
giving effect thereto, an Event of Default, or an event that, with the lapse
of time or the giving of notice or both, would constitute an Event of
Default, would exist or the Company and its Restricted Subsidiaries could not
incur at least $1 of additional Indebtedness under the restriction set forth
under "-- Limitations on Consolidated Indebtedness" above and (i) any such
Subsidiary so designated as a Restricted Subsidiary must be organized under
the laws of the United States or any state thereof; (ii) more than 80% of the
Voting Stock of such Subsidiary must be owned of record and beneficially by
the Company or a Restricted Subsidiary; (iii) such Restricted Subsidiary must
be a Consolidated Subsidiary; and (iv) such Subsidiary must not therefore
have been designated as a Restricted Subsidiary.

     "Subsidiary" means any corporation of which more than 50% of the
outstanding Voting Stock is at the time directly or indirectly owned by the
parent company and/or one or more companies which are themselves subsidiaries
of such parent company.  "Subsidiary" means a subsidiary of the Company.

     "Tax Sharing Agreement" means the Agreement for the Allocation of
Income Tax Liabilities and Benefits, dated as of January 1, 1990, as amended
or supplemented from time to time, by and among the Company, each of the
members of the Consolidated Group (as defined therein), and each of the
corporations that become members of the Consolidated Group.

     "Voting Stock" means securities of any class or classes the holders of
which are ordinarily, in the absence of contingencies, entitled to vote for
corporate directors (or persons performing similar functions).

Events of Default

     The following will be Events of Default under the Indenture with
respect to  the Notes:  (a) default in the payment of interest upon any Note
when such interest becomes due and payable and continuance of such default
for 30 days; (b) default in the payment of all or any part of the principal
of (or premium, if any, on) any Note when it becomes due and payable at its
Maturity; (c) default in the performance of any covenants of the Company in
the Indenture, continued for 60 days after written notice as provided in the
Indenture; (d) a default or event of default in respect of any Indebtedness
of the Company shall occur which results in the acceleration of $25,000,000
or more of the principal amount of such Indebtedness or Indebtedness of the
Company in excess of $25,000,000 shall not be paid at maturity thereof, which
default shall not have been waived by the holder or holders of such
Indebtedness within 30 days of such default; (e) entry of final judgments
against the Company aggregating in excess of $25,000,000 which remain
undischarged or unbonded for a period (during which execution shall not be
effectively stayed) of 60 days; (f) certain events in bankruptcy, insolvency
or reorganization involving the Company.  Subject to the provisions of the
Indenture relating to the duties of the Trustee in case an Event of Default
shall occur and be continuing, the Trustee will be under no obligation to
exercise any of its rights or powers under the Indenture at the request or
direction of any of the Holders of Notes, unless such Holders shall have
offered to the Trustee reasonable indemnity.

     If an Event of Default with respect to the Notes shall occur and be
continuing, (i) either the Trustee or the Holders of at least a majority in
aggregate principal amount of the Outstanding Notes may accelerate the
maturity of the Outstanding Notes and (ii) the Holders of not less than a
majority of the aggregate outstanding principal amount of the Outstanding
Notes, may direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee; provided, however, that after any such
acceleration, but before a judgment or decree for payment of the money due
has been obtained, the Holders of not less than a majority in aggregate
principal amount of Outstanding Notes may, under certain circumstances,
rescind and annul such acceleration and its consequences if all Events of
Default, other than the non-payment of accelerated principal, have been cured
or waived as provided in the Indenture.  For information as to waiver of
defaults, see "Modification of the Indenture."

     No Holder of any Note will have any right to institute any proceeding
with respect to the Indenture or for any remedy thereunder, unless such
Holder shall have previously given to the Trustee written notice of a
continuing Event of Default and unless also the holders of at least 25% in
aggregate principal amount of the Outstanding Notes shall have made written
request, and offered reasonable indemnity, to the Trustee to institute such
proceeding as trustee, and the Trustee shall not have received from the
Holders of a majority in aggregate principal amount of the Outstanding Notes
a direction inconsistent with such request and shall have failed to institute
such proceeding within 60 days.  However, such limitations do not apply to
a suit instituted by a Holder of a Note for the enforcement of payment of the
principal of or interest on such Note on or after the respective due dates
expressed in such Note.

     The Company will be required to furnish to the Trustee annually a
statement as to the performance by the Company of certain of its obligations
under the Indenture and as to any default in such performance.

Modification of the Indenture

     Modification and amendment of the Indenture may be made by the Company
and the Trustee with the consent of the Holders of not less than a majority
in aggregate principal amount of the Outstanding Securities affected thereby,
provided that no such modification or amendment may, without the consent of
the Holder of each Outstanding Security affected thereby, (a) change the
Stated Maturity of the principal of, or any installment of principal or
interest on, any Outstanding Security, or reduce the principal amount thereof
or rate of interest thereon, or change the Redemption Price applicable to any
Security; (b) change the place or currency of payment of principal of or
premium, if any, or interest on any Security; (c) impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity (or in the case of redemption or repayment at the option of the
Holder, on or after the Redemption Date or Repayment Date) thereof;
(d) reduce the above-stated percentage of Outstanding Securities necessary
to modify or amend the Indenture or the consent of whose Holders is required
for any waiver or reduce the percentage required for quorum or voting; or
(e) modify the foregoing requirements.  The Holders of at least a majority
in aggregate principal amount of the Outstanding Securities of a series may
waive past defaults with respect to such series except payment defaults and
the Holders of at least a majority in aggregate principal amount of all
Outstanding Securities may waive compliance by the Company with certain
covenants.

     Modification and amendment of the Indenture may be made by the Company
and the Trustee without the consent of any Holder, for any of the following
purposes:  (a) to evidence the succession of another corporation to the
Company; (b) to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities; (c) to add additional Events of
Default for the benefit of the Holders of all or any series of Securities;
(d) to change any provision of the Indenture to facilitate the issuance of
Securities in bearer form; (e) to change or eliminate any provision of the
Indenture, provided no Security Outstanding of any series is entitled to the
benefit of such provision; (f) to secure the Securities; (g) to establish the
form or terms of Securities; (h) to provide for the acceptance of appointment
by a successor Trustee; (i) to cure any ambiguity, defect or inconsistency
in the Indenture provided such action does not adversely affect the interests
of Holders of Securities or (j) to supplement provisions of the Indenture to
permit or facilitate the defeasance or discharge of a series of Securities
provided that such action shall not adversely affect the interests of Holders
of Securities of such Series.

Defeasance, Covenant Defeasance and Discharge

     The Indenture provides that the Company may elect (A) to defease and be
discharged from all of its obligations with respect to the Securities or any
series thereof (except for the obligations to register the transfer or
exchange of such Securities, to replace temporary or mutilated, destroyed,
lost or stolen Securities, to maintain an office or agency in respect of such
Securities, to hold monies for repayment in trust and certain other
obligations), and that the provisions of the Indenture will no longer be in
effect with respect to such Securities (except as aforesaid) ("defeasance")
or (B) to be released from its covenants set forth in the Indenture with
respect to, among other things, limitation on Consolidated Indebtedness,
limitation on Restricted Payments, limitation on transactions with
Affiliates, limitation on Liens, limitation on consolidation, merger, sale
or conveyance, repurchase obligations on Change in Control, ("covenant
defeasance") with respect to such Securities, upon in the case of (A) or (B)
the deposit with the Trustee (or other qualifying trustee), in trust for such
purpose, of money and/or U.S. Government Obligations which, without any
reinvestment, but through the scheduled payment of principal and interest in
accordance with their terms, will provide money in an amount sufficient to
pay the principal of (and premium, if any) and interest on the Notes on the
scheduled due dates therefor.  Such a trust may only be established, if,
among other things, (x) such defeasance or covenant defeasance will not
result (whether immediately or with notice or lapse of time or both) in a
breach or violation of, or constitute a default under, any material agreement
to which the Company is party or by which it is bound and (y) the Company has
delivered to the Trustee an Opinion of Counsel (as specified in the
Indenture) to the effect that the Holders of such Securities will not
recognize income, gain or loss for federal income tax purposes as a result
of such defeasance or covenant defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such defeasance or covenant defeasance had not
occurred.  Such Opinion of Counsel, in the case of defeasance under clause
(A) above, must refer to and be based upon a ruling of the Internal Revenue
Service or a change in applicable federal income tax law occurring after the
date of the Indenture.

     In the event the Company exercises its option to effect a covenant
defeasance with respect to the Securities of any series as described in the
preceding paragraph and such Securities of such series are declared due and
payable because of the occurrence of any Event of Default (other than an
Event of Default caused by failure to comply with the covenants that are
defeased), and the amount of money and U.S. Government Obligations on deposit
with the Trustee would be insufficient to pay amounts due on the Securities
of such series at the time of the acceleration resulting from such Event of
Default, the Company will remain liable for such payments.

     The Company may obtain a discharge of the Indenture with respect to all
Securities then Outstanding (except for certain obligations to register the
transfer or exchange of such Securities, to replace temporary or mutilated,
destroyed, lost or stolen Securities, to maintain an office or agency in
respect of such Securities, to hold monies for repayment in trust and certain
other obligations) when all Securities theretofore authenticated and
delivered have, with certain exceptions, been delivered to the Trustee for
cancellation or by irrevocably depositing in trust with the Trustee money,
and/or U.S. Government Obligations which, without any reinvestment but
through the scheduled payment of principal and interest in accordance with
their terms, will provide money in an amount sufficient to pay all the
principal of (and premium, if any) and interest on the Securities on the
Stated Maturities or redemption dates thereof, provided that such Securities
are by their terms due and payable, or are to be called for redemption,
within one year and the Company has delivered to the Trustee an Opinion of
Counsel to the effect that the Holders of such Securities will not recognize
income, gain or loss for federal income tax purposes as a result of such
discharge and will be subject to federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such
discharge had not occurred.

The Trustee Under the Indenture

     The Chase Manhattan Bank (National Association) is the Trustee under
the Indenture.  The Company maintains banking and borrowing relations with
The Chase Manhattan Bank (National Association).


                           PLAN OF DISTRIBUTION

     Subject to the terms and conditions set forth in a distribution
agreement (the "Distribution Agreement") among the Company and the Agents,
offers to purchase the Notes are being solicited from time to time by the
Agents on behalf of the Company, and the Notes may be offered on a continuous
basis by the Company through the Agents.  Each Agent has agreed to use its
reasonable best efforts to solicit purchases of the Notes.  Following such
solicitation, the Agents, severally and not jointly, may purchase Notes from
the Company, for their own account, from time to time.  Notes acquired by any
Agent will be offered either directly to the public or to certain dealers
that will then reoffer the Notes to the public.  Sales by an Agent to any
dealer will be made pursuant to an agreement between such Agent and dealer
(each a "Dealer Agreement").

     A Pricing Supplement with respect to each offering of Notes by the
Company will set forth, among other things, the name of each Agent
participating in the distribution of such Notes, the price to public of such
Notes and the proceeds to the Company from such sale, any underwriting
discounts or commissions and other items constituting Agent's compensation,
and any discounts or concessions allowed, reallowed or paid to dealers. 
After any initial public offering of Notes pursuant to a Pricing Supplement,
the price to the public of such Notes, and the related underwriting discount
and selling concession, may be changed.

     The Agents have advised the Company that all initial offers by the
Agents and by any dealers, unless otherwise set forth in the applicable
Pricing Supplement, are proposed to be made at prices equal to 100% of the
principal amount of the Notes being sold, less, in the case of an offer by
an Agent to a dealer, a price concession not in excess of the amount set
forth in the applicable Pricing Supplement.  Offers and sales by Agents or
dealers subsequent to the initial offering may be at varying prices
determined at the time of sale.

     The Notes will not be listed on any securities exchange and will not be
traded, when issued, on any other established trading market.  Any Agent may
make a market in the Notes, but no Agent is obligated to do so.  Any market-
making so undertaken may be discontinued at any time without notice.  There
can thus be no assurance that a secondary market for the Notes will exist or
as to the liquidity or continuation of any such market.  Moreover, the
Company reserves the right to withdraw, cancel or modify the offer made
hereby at any time without notice, and any such withdrawal, cancellation or
modification also may adversely affect the liquidity of the Notes.

     The Distribution Agreement provides, and the terms of each Dealer
Agreement will provide, that the obligations of any Agent or dealer to
purchase Notes will be subject to certain conditions precedent.  The nature
of the Agent's obligations under the Distribution Agreement is such that an
Agent will be obligated to purchase all of the Notes offered by any Pricing
Supplement naming such Agent if any of such Notes are purchased.  The
Company, or any Agent with respect to itself, may terminate the Distribution
Agreement at any time upon written notice.

     The Company has agreed to indemnify the Agents against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act"), or to contribute to payments that the Agents
may be required to make in respect thereof.


                              LEGAL OPINIONS

     Opinions as to the legality of the Notes will be rendered for
CMS Energy by Denise M. Sturdy, Assistant General Counsel for CMS Energy. 
Certain legal matters with respect to the Notes will be passed upon by Reid
& Priest LLP, New York, N.Y., counsel for the Agents.


                                  EXPERTS

     The consolidated financial statements and schedules of CMS Energy as of
December 31, 1995 and 1994, and for each of the three years in the period
ended December 31, 1995 incorporated by reference in this Prospectus, have
been audited by Arthur Andersen LLP (formerly Arthur Andersen & Co.),
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm
as experts in accounting and auditing in giving said reports.  

     With respect to the unaudited interim consolidated financial
information for the periods ended March 31, 1995 and 1994, and June 30, 1995
and 1994 and September 30, 1995 and 1994, incorporated by reference in this
Prospectus, Arthur Andersen LLP has applied limited procedures in accordance
with professional standards for a review of such information.  However, their
separate report thereon states that they did not audit and they did not
express an opinion on that interim consolidated financial information. 
Accordingly, the degree of reliance on their report on that information
should be restricted in light of the limited nature of the review procedures
applied.  In addition, the accountants are not subject to the liability
provisions of Section 11 of the Securities Act, for their report on the
unaudited interim consolidated financial information because that report is
not a "report" or a "part" of the registration statement prepared or
certified by the accountants within the meaning of Sections 7 and 11 of the
Securities Act.

     Future consolidated financial statements of CMS Energy and the reports
thereon of Arthur Andersen LLP also will be incorporated by reference in this
Prospectus in reliance upon the authority of that firm as experts in giving
those reports to the extent that said firm has audited said consolidated
financial statements and consented to the use of their reports thereon.
<PAGE>
<PAGE>  

----------------------------------------      -------------------------
----------------------------------------      -------------------------


    No dealer, salesperson or other
individual has been authorized to give any
information or to make any representations
other than those contained in this
Prospectus or any Pricing Supplement in
connection with the offerings covered by            $125,000,000
this Prospectus and any Pricing
Supplement and, if given or made, such
information or representations must not
be relied upon as having been authorized
by the Company or the Agents.  Neither                CMS ENERGY
this Prospectus nor any Pricing Supplement           CORPORATION
constitutes an offer to sell, or a
solicitation of an offer to buy, the              GENERAL TERM NOTES
securities to which this Prospectus and         (registered trademark),
any Pricing Supplement relate in any
jurisdiction where or to any person to                 SERIES B
whom it is unlawful to make such offer
or solicitation.  Neither the delivery of
this Prospectus or any Pricing Supplement
nor any sale made hereunder shall under
any circumstances create an implication
that there has not been any change in the
facts set forth in this Prospectus or in
the affairs of the Company since the date
hereof.


      ----------------------                     ------------------


               TABLE OF CONTENTS                      PROSPECTUS
                                                    _____________, 1996
                                 Page

Available Information . . . . . . . 2
Incorporation of Certain Documents 
  by Reference  . . . . . . . . . . 2                 ------------
Prospectus Summary  . . . . . . . . 4
The Company . . . . . . . . . . . . 8
Use of Proceeds . . . . . . . . . . 8         J.W. Korth & Company
Ratio of Earnings to Fixed
  Charges . . . . . . . . . . . . . 9
Description of General Term Notes
  (registered trademark)  . . . . . 9
Plan of Distribution  . . . . . . .26
Legal Opinions  . . . . . . . . . .27
Experts   . . . . . . . . . . . . .27


------------------------------------------    -------------------------
------------------------------------------    -------------------------



<PAGE>
<PAGE>  II-1


             PART II.  INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

                                                          Estimated
                                                            Amount 

    Filing fee - Securities and Exchange Commission . . .  $ 43,104
    Services of Trustee (including counsel) . . . . . . .    15,000
    Printing  . . . . . . . . . . . . . . . . . . . . . .    15,000
    Rating Agency fee . . . . . . . . . . . . . . . . . .    40,000
    Services of counsel . . . . . . . . . . . . . . . . .    40,000
    Services of independent public accountants,
      Arthur Anderson & Co  . . . . . . . . . . . . . . .    10,000
    Blue Sky fees and expenses  . . . . . . . . . . . . .     6,500
    Miscellaneous . . . . . . . . . . . . . . . . . . . .    15,396
        Total:                                             $185,000

Item 15.  Indemnification of Directors and Officers.

              The following resolution was adopted by the Board of Directors
of CMS Energy on May 6, 1987:

              RESOLVED:  That effective March 1, 1987 the Corporation shall
       indemnify to the full extent permitted by law every person (including
       the estate, heirs and legal representatives of such person in the
       event of the decease, incompetency, insolvency or bankruptcy of such
       person) who is or was a director, officer, partner, trustee, employee
       or agent of the Corporation, or is or was serving at the request of
       the Corporation as a director, officer, partner, trustee, employee or
       agent of another corporation, partnership, joint venture, trust or
       other enterprise, against all liability, costs, expenses, including
       attorneys' fees, judgments, penalties, fines and amounts paid in
       settlement, incurred by or imposed upon the person in connection with
       or resulting from any claim or any threatened, pending or completed
       action, suit or proceeding whether civil, criminal, administrative,
       investigative or of whatever nature, arising from the person's
       service or capacity as, or by reason of the fact that the person is
       or was, a director, officer, partner, trustee, employee or agent of
       the Corporation or is or was serving at the request of the
       Corporation as a director, officer, partner, trustee, employee or
       agent of another corporation, partnership, joint venture, trust or
       other enterprise.  Such right of indemnification shall not be deemed
       exclusive of any other rights to which the person may be entitled
       under statute, bylaw, agreement, vote of shareholders or otherwise.

CMS Energy's Bylaws provide:

       The Corporation may purchase and maintain liability insurance, to the
full extent permitted by law, on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such
person in any such capacity.

Article VIII of the Articles of Incorporation reads:

              A director shall not be personally liable to the Corporation
or its shareholders for monetary damages for breach of duty as a director
except (i) for a breach of the director's duty of loyalty to the Corporation
or its shareholders, (ii) for acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law, (iii) for a
violation of Section 551(1) of the Michigan Business Corporation Act, and
(iv) any transaction from which the director derived an improper personal
benefit.  No amendment to or repeal of this Article IX, and no modification
to its provisions by law, shall apply to, or have any effect upon, the
liability or alleged liability of any director of the Corporation for or with
respect to any acts or omissions of such director occurring prior to such
amendment, repeal or modification.

Article IX of the Articles of Incorporation reads:

              Each director and each officer of the Corporation shall be
indemnified by the Corporation to the fullest extent permitted by law against
expenses (including attorneys' fees), judgments, penalties, fines and amounts
paid in settlement actually and reasonably incurred by him or her in
connection with the defense of any proceeding in which he or she was or is
a party or is threatened to be made a party by reason of being or having been
a director or an officer of the Corporation.  Such right of indemnification
is not exclusive of any other rights to which such director or officer may
be entitled under any now or hereafter existing statute, any other provision
of these Articles, bylaw, agreement, vote of shareholders or otherwise.  If
the Business Corporation Act of the State of Michigan is amended after
approval by the shareholders of this Article IX to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to
the fullest extent permitted by the Business Corporation Act of the State of
Michigan, as so amended.  Any repeal or modification of this Article IX by
the shareholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such
repeal or modification.

Sections 561 through 571 of the Michigan Business Corporation Act provides
as follows:

              Sec. 561.  A corporation has the power to indemnify a person
who was or is a party or is threatened to be made a party to a threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal, other than
an action by or in the right of the corporation, by reason of the fact that
he or she is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee, or agent of another foreign
or domestic corporation, partnership, joint venture, trust, or other
enterprise, whether for profit or not, against expenses, including attorneys'
fees, judgments, penalties, fines, and amounts paid in settlement actually
and reasonably incurred by him or her in connection with such action, suit,
or proceeding, if the person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation or its shareholders, and with respect to any criminal action or
proceeding, if the person had no reasonable cause to believe his or her
conduct was unlawful.  The termination of an action, suit, or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent, does not, of itself, create a presumption that the person
did not act in good faith and in a manner which he or she reasonably believed
to be in or not opposed to the best interests of the corporation or its
shareholders, and, with respect to a criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.

              Sec. 562.  A corporation has the power to indemnify a person
who was or is a party or is threatened to be made a party to a threatened,
pending, or completed action or suit by or in the right of the corporation
to procure a judgment in its favor by reason of the fact that he or she is
or was a director, officer, employee, or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, or other enterprise, whether
for profit or not, against expenses, including attorneys' fees, and amounts
paid in settlement actually and reasonably incurred by the person in
connection with the action or suit, if the person acted in good faith and in
a manner the person reasonably believed to be in or not opposed to the best
interests of the corporation or its shareholders.  Indemnification shall not
be made for a claim, issue, or matter in which the person has been found
liable to the corporation except to the extent authorized in section 564c.

              Sec. 563.  To the extent that a director, officer, employee,
or agent of a corporation has been successful on the merits or otherwise in
defense of an action, suit, or proceeding referred to in section 561 or 562,
or in defense of a claim, issue, or matter in the action, suit, or
proceeding, he or she shall be indemnified against actual and reasonable
expenses, including attorneys' fees, incurred by him or her in connection
with the action, suit, or proceeding and an action, suit, or proceeding
brought to enforce the mandatory indemnification provided in this section.

              Section 564a. (1) An indemnification under section 561 or 562,
unless ordered by the court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee, or agent is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in
sections 561 and 562 and upon an evaluation of the reasonableness of expenses
and amounts paid in settlement.  This determination and evaluation shall be
made in any of the following ways:

              (a)  By a majority vote of a quorum of the board consisting
of directors who are not parties or threatened to be made parties to the
action, suit, or proceeding.

              (b)  If a quorum cannot be obtained under subdivision (a), by
majority vote of a committee duly designated by the board and consisting
solely of 2 of more directors not at the time parties or threatened to be
made parties to the action, suit, or proceeding.

              (c)  By independent legal counsel in a written opinion, which
counsel shall be selected in 1 of the following ways:

              (i)  By the board or its committee in the manner prescribed
       in subdivision (a) or (b).

              (ii)  If a quorum of the board cannot be obtained under
       subdivision (a) and a committee cannot be designated under
       subdivision (b), by the board.

              (d)  By all independent directors who are not parties or
threatened to be made parties to the action, suit, or proceeding.

              (e)  By the shareholders, but shares held by directors,
officers, employees, or agents who are parties or threatened to be made
parties of the action, suit, or proceeding may not be voted.

              (2)  In the designation of a committee under subsection (1)(b)
or in the selection of independent legal counsel under subsection (1)(c)(ii),
all directors may participate.

              (3)  If a person is entitled to indemnification under section
561 or 562 for a portion of expenses, including reasonable attorneys' fees,
judgments, penalties, fines, and amounts paid in settlement, but not for the
total amount, the corporation may indemnify the person for the portion of the
expenses, judgments, penalties, fines, or amounts paid in settlement for
which the person is entitled to be indemnified.

              Sec. 564b. (1) A corporation may pay or reimburse the
reasonable expenses incurred by a director, officer, employee, or agent who
is a party or threatened to be made a party to an action, suit, or proceeding
in advance of final disposition of the proceeding if all of the following
apply:

              (a)  The person furnishes the corporation a written
affirmation of his or her good faith belief that he or she has met the
applicable standard of conduct set forth in sections 561 and 562.

              (b)  The person furnishes the corporation a written
undertaking, executed personally or on his or her behalf, to repay the
advance if it is ultimately determined that he or she did not meet the
standard of conduct.

              (c)  A determination is made that the facts then known to
those making the determination would not preclude indemnification under this
act.

              (2)  The undertaking required by subsection (1)(b) must be an
unlimited general obligation of the person but need not be secured.

              (3)  Determinations and evaluations of payments under this
section shall be made in the manner specified in section 564a.

              Section 564c.  A director, officer, employee, or agent of the
corporation who is a party or threatened to be made a party to an action,
suit, or proceeding may apply for indemnification to the court conducting the
proceeding or to another court of competent jurisdiction.  On receipt of an
application, the court after giving any notice it considers necessary may
order indemnification if it determines that the person is fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not he or she met the applicable standard of
conduct set forth in sections 561 and 562 or was adjudged liable as described
in section 562, but if he or she was adjudged liable, his or her
indemnification is limited to reasonable expenses incurred.

              Sec. 565. (1) The indemnification or advancement of expenses
provided under sections 561 to 564c is not exclusive of other rights to which
a person seeking indemnification or advancement of expenses may be entitled
under the articles of incorporation, bylaws, or a contract agreement.  The
total amount of expenses advanced or indemnified from all sources combined
shall not exceed the amount of actual expenses incurred by the person seeking
indemnification or advancement of expenses.

              (2)  The indemnification provided for in sections 561 to 565
continues as to a person who ceases to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, personal representatives,
and administrators of the person.

              Sec. 567.  A corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, partner, trustee, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise against any liability asserted against him or her and incurred by
him or her in any such capacity or arising out of his or her status as such,
whether or not the corporation would have power to indemnify him or her
against liability under sections 561 to 565.

              Sec. 569.  For purposes of sections 561 to 567, "corporation"
includes all constituent corporations absorbed in a consolidation or merger
and the resulting or surviving corporation, so that a person who is or was
a director, officer, partner, trustee, employee, or agent of the constituent
corporation or is or was serving at the request of the constituent
corporation as a director, officer, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, or other enterprise
whether for profit or not shall stand in the same position under the
provisions of this section with respect to the resulting or surviving
corporation as the person would if he or she had served the resulting or
surviving corporation in the same capacity.

              Sec. 571.  For the purposes of sections 561 to 567:

              (a)  "Fines" shall include any excise taxes assessed on a
person with respect to an employee benefit plan.

              (b)  "Other enterprises" shall include employee benefit plans.

              (c)  "Serving at the request of the corporation" shall include
any service as a director, officer, employee, or agent of the corporation
which imposes duties on, or involves services by, the director, officer,
employee, or agent with respect to an employee benefit plan, its
participants, or its beneficiaries.

              (d)  A person who acted in good faith and in a manner he or
she reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be considered to have acted
in a manner "not opposed to the best interests of the corporation or its
shareholders or members" as referred to in sections 561 and 562.

              Officers and directors are covered within specified monetary
limits by insurance against certain losses arising from claims made by reason
of their being directors or officers of CMS Energy or of CMS Energy's
subsidiaries and CMS Energy's officers and directors are indemnified against
such losses by reason of their being or having been directors of officers of
another corporation, partnership, joint venture, trust or other enterprise
at CMS Energy's request.  In addition, CMS Energy has indemnified each of its
present directors by contracts that contain affirmative provisions
essentially similar to those in sections 561 through 571 of the Michigan
Business Corporation Act cited above.

Item 16.  Exhibits.

Exhibit No.

(1)(a)       -  Form of Distribution Agreement.

(3)(a)       -  Restated Articles of Incorporation of CMS Energy. 
                (Designated in CMS Energy's Form S-4 dated June 6, 1995,
                File No. 1-9513, as Exhibit (3)(i).)

(3)(b)       -  Copy of the By-Laws of CMS Energy.  (Designated in
                CMS Energy's Form 10-K for the year ended December 31, 1994,
                File No. 1-9513, as Exhibit (3)(b).)

(4)(a)(i)    -  Indenture dated as of January 15, 1994 between CMS Energy
                and The Chase Manhattan Bank National Association, as
                Trustee, relating to the Notes.  (Designated in CMS Energy's
                Form 8-K dated March 29, 1994, File No. 1-9513, as
                Exhibit (4)(a).)

(4)(a)(ii)   -  First Supplemental Indenture dated as of January 20, 1994
                between CMS Energy and The Chase Manhattan Bank, National
                Association, as Trustee.  (Designated in CMS Energy's
                Form 8-K dated March 29, 1994, File No. 1-9513, as
                Exhibit (4)(b).)

(4)(a)(iii)  -  Form of Second Supplemental Indenture.

(5)          -  Opinion of Counsel.

(12)         -  Statement regarding computation of ratio of earnings to
                fixed charges.

(15)         -  Letter regarding unaudited interim financial information.

(23)(a)      -  Consent of Counsel is contained in Exhibit 5 hereto.

(23)(b)      -  Consent of Arthur Andersen LLP.

(24)         -  Powers of Attorney.

(25)         -  Form T-1, Statement of Eligibility of Trustee.

                Exhibits listed above which have been filed with the
Securities and Exchange Commission are incorporated herein by reference with
the same effect as if filed with this registration statement.

Item 17.  Undertakings.

              The undersigned registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:  (i)
To include any prospectus required by section 10(a)(3) of the Securities Act
of 1933; (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; (iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement; provided, however, that (i) and (ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by
the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

              (2)  That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

              (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

              (4)  That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in this registration statement shall
be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

              (5)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described
under Item 15 above, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

              (6)  That (1) for purposes of determining any liability under
the Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this Registration Statement in reliance upon Rule
430A and contained in a form of prospectus filed by the registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
to be part of this Registration Statement as of the time it was declared
effective; and (2) for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
                           _____________________
<PAGE>
<PAGE>  
                                SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dearborn, and State of Michigan,
on the 28th day of February, 1996.

                                    CMS ENERGY CORPORATION



                                    By /s/ A M Wright 
                                       -------------------------------------
                                       Alan M. Wright
                                       Senior Vice President and
                                       Chief Financial Officer


              Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons
in the capacities on the 28th day of February, 1996.

Name

(i) Principal executive officer:

Chairman of the Board
                                               Chief Executive Officer
/s/ William T. McCormick, Jr.                  and Director
-------------------------------------------
  (William T. McCormick, Jr.)



(ii) Principal financial officer:

                                               Senior Vice President
/s/ A M Wright                                 Chief Financial Officer
-------------------------------------------
  (Alan M. Wright)



(iii) Controller or principal accounting officer:

                                               Senior Vice President,
/s/ P. D. Hopper                               Planning and Accounting
-------------------------------------------
  (Preston D. Hopper)

<PAGE>
<PAGE>  


        *                                      Director
---------------------------------
(Victor J. Fryling)


        *                                      Director
---------------------------------
(James J. Duderstadt)


        *                                      Director
---------------------------------
(Kathleen R. Flaherty)


        *                                      Director
---------------------------------
(Earl D. Holton)


        *                                      Director
---------------------------------
(Lois A. Lund)


        *                                      Director
---------------------------------
(Frank H. Merlotti)


        *                                      Director
---------------------------------
(Michael G. Morris)


        *                                      Director
---------------------------------
(William U. Parfet)


        *                                      Director
---------------------------------
(Percy A. Pierre)


        *                                      Director
---------------------------------
(Kenneth Whipple)


        *                                      Director
---------------------------------
(John B. Yasinsky)


*By     /s/ A M Wright            
---------------------------------
      Alan M. Wright
      Attorney-in-fact<PAGE>