<PAGE> 1 




                                  FORM 10-Q

              UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC  20549

          [ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
              For the quarterly period ended September 30, 1998

                                     OR

          [    ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
             For the transition period from          to         


 Commission             Registrant; State of Incorporation;       IRS Employer
 File Number               Address; and Telephone Number     Identification No.

 1-9513                       CMS ENERGY CORPORATION         38-2726431
                             (A Michigan Corporation)
                         Fairlane Plaza South, Suite 1100
                  330 Town Center Drive, Dearborn, Michigan  48126
                                  (313)436-9200

 1-5611                   CONSUMERS ENERGY COMPANY           38-0442310
                          (A Michigan Corporation)
                 212 West Michigan Avenue,Jackson, Michigan  49201
                                  (517)788-0550


Indicate by check mark whether the Registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the Registrants were required to file such reports), and (2) have been
subject to such filing requirements for the past 90 days.     Yes  X    
No     


Number of shares outstanding of each of the issuer's classes of common
stock at October 31, 1998:
CMS Energy Corporation:
   CMS Energy Common Stock, $.01 par value                      103,437,840
   CMS Energy Class G Common Stock, no par value                  8,411,559
Consumers Energy Company, $10 par value,
   privately held by CMS Energy                                  84,108,789





                           CMS Energy Corporation
                                     and
                          Consumers Energy Company


  Quarterly reports on Form 10-Q to the Securities and Exchange Commission
                  for the Quarter Ended September 30, 1998



This combined Form 10-Q is separately filed by CMS Energy Corporation and
Consumers Energy Company.  Information contained herein relating to each
individual registrant is filed by such registrant on its own behalf. 
Accordingly, except for its subsidiaries, Consumers Energy Company makes
no representation as to information relating to any other companies
affiliated with CMS Energy Corporation.



                              TABLE OF CONTENTS


                                                                   Page
Glossary
PART I:
CMS Energy Corporation
          Management's Discussion and Analysis                        8
          Consolidated Statements of Income                          25
          Consolidated Balance Sheets                                27
          Consolidated Statements of Cash Flows                      29
          Consolidated Statements of Common Stockholders' Equity     30
          Condensed Notes to Consolidated Financial Statements       31
          Report of Independent Public Accountants                   48
Consumers Energy Company
          Management's Discussion and Analysis                       50
          Consolidated Statements of Income                          60
          Consolidated Statements of Cash Flows                      61
          Consolidated Balance Sheets                                63
          Consolidated Statements of Common Stockholder's Equity     65
          Condensed Notes to Consolidated Financial Statements       66
          Report of Independent Public Accountants                   77
Quantitative and Qualitative Disclosures about Market Risk           78
PART II:
          Item 1.    Legal Proceedings                               78
          Item 6.    Exhibits and Reports on Form 8-K                79
Signatures                                                           80

<PAGE>
<PAGE> 3 

                                  GLOSSARY

 Certain terms used in the text and financial statements are defined below.


ABATE . . . . . . . . . . . . . . . . . . .   Association of Businesses
                                              Advocating Tariff Equity
ALJ . . . . . . . . . . . . . . . . . . . .   Administrative Law Judge
Ames. . . . . . . . . . . . . . . . . . . .   Crescent and Ames gas
                                              gathering systems and
                                              processing plant in Oklahoma
                                              
Articles. . . . . . . . . . . . . . . . . .   Articles of Incorporation
Attorney General. . . . . . . . . . . . . .   Michigan Attorney General

bcf . . . . . . . . . . . . . . . . . . . .   Billion cubic feet
Big Rock. . . . . . . . . . . . . . . . . .   Big Rock Point nuclear power
                                              plant, owned by Consumers
Board of Directors. . . . . . . . . . . . .   Board of Directors of
                                              CMS Energy
Btu . . . . . . . . . . . . . . . . . . . .   British thermal unit

CFLCL . . . . . . . . . . . . . . . . . . .   Companhia Forcia e Luz
                                              Cataguazes-Leopoldina, a
                                              Brazilian utility
Class G Common Stock. . . . . . . . . . . .   One of two classes of common
                                              stock of CMS Energy, no par
                                              value, which reflects the
                                              separate performance of the
                                              Consumers Gas Group
Clean Air Act . . . . . . . . . . . . . . .   Federal Clean Air Act, as
                                              amended
CMS Electric and Gas. . . . . . . . . . . .   CMS Electric and Gas
                                              Company, a subsidiary of
                                              Enterprises
CMS Energy. . . . . . . . . . . . . . . . .   CMS Energy Corporation
CMS Energy Common Stock . . . . . . . . . .   One of two classes of common
                                              stock of CMS Energy, par
                                              value $.01 per share
CMS Gas Marketing . . . . . . . . . . . . .   CMS Gas Marketing Company, a
                                              subsidiary of Enterprises
CMS Gas Transmission. . . . . . . . . . . .   CMS Gas Transmission and
                                              Storage Company, a
                                              subsidiary of Enterprises
CMS Generation. . . . . . . . . . . . . . .   CMS Generation Co., a
                                              subsidiary of Enterprises
CMS Holdings. . . . . . . . . . . . . . . .   CMS Midland Holdings
                                              Company, a subsidiary of
                                              Consumers
CMS Midland . . . . . . . . . . . . . . . .   CMS Midland Inc., a
                                              subsidiary of Consumers
CMS MST . . . . . . . . . . . . . . . . . .   CMS Marketing, Services and
                                              Trading Company, a
                                              subsidiary of Enterprises
CMS Oil and Gas . . . . . . . . . . . . . .   CMS Oil and Gas Company, a
                                              subsidiary of Enterprises
Common Stock. . . . . . . . . . . . . . . .   CMS Energy Common Stock and
                                              Class G Common Stock
Consumers . . . . . . . . . . . . . . . . .   Consumers Energy Company, a
                                              subsidiary of CMS Energy
Consumers Gas Group . . . . . . . . . . . .   The gas distribution,
                                              storage and transportation
                                              businesses currently
                                              conducted by Consumers and
                                              Michigan Gas Storage
Court of Appeals. . . . . . . . . . . . . .   Michigan Court of Appeals

Detroit Edison. . . . . . . . . . . . . . .   The Detroit Edison Company
DOE . . . . . . . . . . . . . . . . . . . .   U.S. Department of Energy
Dow . . . . . . . . . . . . . . . . . . . .   The Dow Chemical Company
DSM . . . . . . . . . . . . . . . . . . . .   Demand-side management

Enterprises . . . . . . . . . . . . . . . .   CMS Enterprises Company, a
                                              subsidiary of CMS Energy
EPA . . . . . . . . . . . . . . . . . . . .   Environmental Protection
                                              Agency
EPS . . . . . . . . . . . . . . . . . . . .   Earning per share

FASB. . . . . . . . . . . . . . . . . . . .   Financial Accounting
                                              Standards Board
FERC. . . . . . . . . . . . . . . . . . . .   Federal Energy Regulatory
                                              Commission
FMLP. . . . . . . . . . . . . . . . . . . .   First Midland Limited
                                              Partnership

GCR . . . . . . . . . . . . . . . . . . . .   Gas cost recovery
Grand Lacs partnership. . . . . . . . . . .   Grand Lacs Limited
                                              Partnership, a marketing
                                              center for natural gas 
GTNs. . . . . . . . . . . . . . . . . . . .   CMS Energy General Term
                                              Notes, $250 million Series
                                              A, $125 million Series B,
                                              $150 million Series C, $200
                                              million Series D and $400
                                              million Series E

Huron . . . . . . . . . . . . . . . . . . .   Huron Hydrocarbons, Inc., a
                                              subsidiary of Consumers

Jorf Lasfar . . . . . . . . . . . . . . . .   A 1,320 MW coal-fueled power
                                              plant in Morocco, Africa,
                                              jointly owned by
                                              CMS Generation and ABB
                                              Energy Venture, Inc.

kWh . . . . . . . . . . . . . . . . . . . .   Kilowatt-hour

LIHEAP. . . . . . . . . . . . . . . . . . .   Low Income Home Energy
                                              Assistance Program
Loy Yang. . . . . . . . . . . . . . . . . .   The 2,000 MW brown coal
                                              fueled Loy Yang A power
                                              plant and an associated coal
                                              mine in Victoria, Australia,
                                              in which CMS Generation
                                              holds a 50 percent ownership
                                              interest
Ludington . . . . . . . . . . . . . . . . .   Ludington pumped storage
                                              plant, jointly owned by
                                              Consumers and Detroit Edison

mcf . . . . . . . . . . . . . . . . . . . .   Thousand cubic feet
MCV Facility. . . . . . . . . . . . . . . .   A natural gas-fueled,
                                              combined-cycle cogeneration
                                              facility operated by the MCV
                                              Partnership
MCV Partnership . . . . . . . . . . . . . .   Midland Cogeneration Venture
                                              Limited Partnership in which
                                              Consumers has a 49 percent
                                              interest through CMS Midland
MD&A. . . . . . . . . . . . . . . . . . . .   Management's Discussion and
                                              Analysis
MichCon . . . . . . . . . . . . . . . . . .   Michigan Consolidated Gas
                                              Company
Michigan Gas Storage. . . . . . . . . . . .   Michigan Gas Storage
                                              Company, a subsidiary of
                                              Consumers
Mbbls . . . . . . . . . . . . . . . . . . .   Thousand barrels
MMbbls. . . . . . . . . . . . . . . . . . .   Million barrels
MMBtu . . . . . . . . . . . . . . . . . . .   Million British thermal unit
MMcf. . . . . . . . . . . . . . . . . . . .   Million cubic feet
Moss Bluff. . . . . . . . . . . . . . . . .   Moss Bluff Gas Storage
                                              Systems, a partnership that
                                              owns a gas storage facility
MPSC. . . . . . . . . . . . . . . . . . . .   Michigan Public Service
                                              Commission
MW. . . . . . . . . . . . . . . . . . . . .   Megawatts

Natural Gas Act . . . . . . . . . . . . . .   Federal Natural Gas Act
NGL . . . . . . . . . . . . . . . . . . . .   Natural gas liquids
Nitrotec. . . . . . . . . . . . . . . . . .   Nitrotec Corporation, a
                                              propriety gas technology
                                              company in which CMS Gas
                                              Transmission owns an equity
                                              interest
NRC . . . . . . . . . . . . . . . . . . . .   Nuclear Regulatory
                                              Commission

Order 888 and Order 889 . . . . . . . . . .   FERC final rules issued on
                                              April 24, 1996
Outstanding Shares. . . . . . . . . . . . .   Outstanding shares of Class
                                              G Common Stock

Palisades . . . . . . . . . . . . . . . . .   Palisades nuclear power
                                              plant, owned by Consumers
Panhandle Companies . . . . . . . . . . . .   Panhandle Eastern Pipe Line
                                              Company and its principal
                                              subsidiaries, Trunkline Gas
                                              Company and Pan Gas Storage
                                              Company, as well as
                                              Panhandle Storage Company
                                              and Trunkline LNG Company
PCBs. . . . . . . . . . . . . . . . . . . .   Poly chlorinated biphenyls
Pension Plan. . . . . . . . . . . . . . . .   The trusteed, non-
                                              contributory, defined
                                              benefit pension plan of
                                              Consumers and CMS Energy
PPA . . . . . . . . . . . . . . . . . . . .   The Power Purchase Agreement
                                              between Consumers and the
                                              MCV Partnership with a 35-
                                              year term commencing in
                                              March 1990
ppm . . . . . . . . . . . . . . . . . . . .   Parts per million
PSCR. . . . . . . . . . . . . . . . . . . .   Power supply cost recovery
PUHCA . . . . . . . . . . . . . . . . . . .   Public Utility Holding
                                              Company Act of 1935

Qualifying Facility . . . . . . . . . . . .   A facility that produces
                                              electricity or steam and
                                              electricity and meets the
                                              ownership and technical
                                              requirements of PURPA

Retained Interest Shares. . . . . . . . . .   Authorized but unissued
                                              shares of Class G Common
                                              Stock not held by holders of
                                              the Outstanding Shares and
                                              attributable to the Retained
                                              Interest

SEC . . . . . . . . . . . . . . . . . . . .   Securities and Exchange
                                              Commission
Securitization. . . . . . . . . . . . . . .   A financing authorized by
                                              statute in which the
                                              statutorily assured flow of
                                              revenues from a portion of
                                              the rates charged by a
                                              utility to its customers is
                                              set aside and pledged as
                                              security for the repayment
                                              of rate reduction bonds
                                              issued by a special purpose
                                              entity affiliated with such
                                              utility
SERP. . . . . . . . . . . . . . . . . . . .   Supplemental Executive
                                              Retirement Plan
Senior Credit Facilities. . . . . . . . . .   $725 million senior credit
                                              facilities consisting of a
                                              $600 million three-year
                                              revolving credit facility
                                              and a five-year $125 million
                                              term loan facility
SFAS. . . . . . . . . . . . . . . . . . . .   Statement of Financial
                                              Accounting Standards
Superfund . . . . . . . . . . . . . . . . .   Comprehensive Environmental
                                              Response, Compensation and
                                              Liability Act

TGN . . . . . . . . . . . . . . . . . . . .   Transportadora de Gas del
                                              Norte S. A., a natural gas
                                              pipeline located in
                                              Argentina
Transition Costs. . . . . . . . . . . . . .   Costs incurred by utilities
                                              in order to serve their
                                              customers in a regulated
                                              monopoly environment, but
                                              which may not be recoverable
                                              in a competitive environment
                                              because of customers leaving
                                              their systems and ceasing to
                                              pay for their costs.  These
                                              costs could include owned
                                              and purchased generation,
                                              regulatory assets, and costs
                                              incurred in the transition
                                              to competition.
Trust Preferred Securities. . . . . . . . .   Undivided beneficial
                                              interest in the assets of
                                              statutory business trusts,
                                              these interests have a
                                              preference with respect to
                                              certain trust distributions
                                              over the interests of either
                                              CMS Energy or Consumers, as
                                              applicable, as owner of the
                                              common beneficial interests
                                              of the trusts

Union . . . . . . . . . . . . . . . . . . .   Utility Workers of America,
                                              AFL-CIO
UST . . . . . . . . . . . . . . . . . . . .   Underground storage tanks

Voluntary Employee Beneficiary
  Association . . . . . . . . . . . . . . .   A legal entity, established
                                              under guidelines of the
                                              Internal Revenue Code,
                                              through which the company
                                              can provide certain benefits
                                              for its employees or
                                              retirees













                    (This page intentionally left blank)
<PAGE>
<PAGE> 8  

                           CMS Energy Corporation
                    Management's Discussion and Analysis


The MD&A of this Form 10-Q should be read along with the MD&A and other
parts of CMS Energy's 1997 Form 10-K and the restated financial
information in a Form 8-K dated July 30, 1998.  This MD&A also refers to,
and in some sections specifically incorporates by reference from, CMS
Energy's Condensed Notes to Consolidated Financial Statements and should
be read in conjunction with such Statements and Notes.  This report
contains forward-looking statements, as defined by the Private Securities
Litigation Reform Act of 1995, that include without limitation,
discussions as to expectations, beliefs, plans, objectives and future
financial performance, or assumptions underlying or concerning matters
discussed in this report.  Refer to the Forward-Looking Information
section of this MD&A for some important factors that could cause actual
results or outcomes to differ materially from those addressed in the
forward-looking discussions.

CMS Energy is the parent holding company of Consumers and Enterprises. 
Consumers is a combination electric and gas utility company serving the
Lower Peninsula of Michigan and is the principal subsidiary of CMS Energy. 
Consumers' customer base includes a mix of residential, commercial and
diversified industrial customers, the largest segment of which is the
automotive industry.  Enterprises is engaged in several domestic and
international energy-related businesses including: acquisition,
development and operation of independent power production facilities; oil
and gas exploration and production; storage, transmission and processing
of natural gas; energy marketing, services and trading; and international
energy distribution.


RESULTS OF OPERATIONS

CMS Energy Consolidated Earnings
 . . . . . . . . . . . . . . . . . . . . . . . 
 . . . . . . . . . . . . . .     .   In Millions, Except Per Share Amounts
------------------------------------------------------------------------
September 30. . . . . . . . . . . . . . . . . 1998  1997(b) Change
------------------------------------------------------------------------

Three months ended
  Consolidated Net Income . . . . . . . . . . $ 81    $ 60  $ 21
  Net Income Attributable 
   to Common Stocks:
     CMS Energy . . . . . . . . . . . . . . .   83      62    21
     Class G. . . . . . . . . . . . . . . . .   (2)     (2)    -

 . . . . . . . . . . . . . . . . . . . . . . 
  Earnings Per Average 
   Common Share:
     CMS Energy 
          Basic . . . . . . . . . . . . . . .  .81     .64    .17
          Diluted . . . . . . . . . . . . . .  .80     .63    .17
     Class G. . . . . . . . . . . . . . . . . 
          Basic and Diluted . . . . . . . . . (.16)   (.21)   .05


Nine months ended . . . . . . . . . . . . . .  (a)
  Consolidated Net Income . . . . . . . . . . $234    $185  $ 49
  Net Income Attributable 
   to Common Stocks:
     CMS Energy . . . . . . . . . . . . . . .  226     176    50
     Class G. . . . . . . . . . . . . . . . .    8       9    (1)
  Earnings Per Average 
   Common Share:
     CMS Energy 
          Basic . . . . . . . . . . . . . . . 2.23    1.85   .38
          Diluted . . . . . . . . . . . . . . 2.19    1.83   .36
     Class G
          Basic and Diluted . . . . . . . . . 1.04    1.13  (.09)


Twelve months ended . . . . . . . . . . . .    (a)
  Consolidated Net Income . . . . . . . . . . $293   $ 223  $ 70
  Net Income Attributable 
    to Common Stocks:
     CMS Energy . . . . . . . . . . . . . . .  279     210    69
     Class G. . . . . . . . . . . . . . . . .   14      13     1
  Earnings Per Average 
   Common Share:
     CMS Energy . . . . . . . . . . . . . . . 
          Basic . . . . . . . . . . . . . . . 2.77    2.22   .55
          Diluted . . . . . . . . . . . . . . 2.73    2.20   .53
     Class G
          Basic and Diluted . . . . . . . . . 1.73    1.57   .16
                                             ==================== 

(a) Includes the cumulative effect of an accounting change for property
taxes which increased net income attributable to CMS Energy Common Stock
$43 million ($.40 per share - basic and diluted) and Class G Common Stock
$12 million ($.36 per share - basic and diluted).  Refer to the discussion
below for further information.

(b) Restated as a result of change in method of accounting for investments
in oil and gas properties.  Refer to the discussion below and Note 1 for
further information.

The combined effects of the changes in accounting for oil and gas
investments resulted in decreases to net income of $6 million ($.06 per
share), $19 million ($.19 per share) and $25 million ($.26 per share) for
the three months, nine months and twelve months ended September 30, 1997,
respectively.  The following discussion of earnings variations compares
the results of this year's periods to the restated results of last year's
periods.

CMS Energy's earnings for the third quarter of 1998 increased from the
comparable period in 1997 as a result of (1) an increase in earnings from
international independent power production plant operations and  gains on
the sales of a biomass power purchase agreement and plant assets and (2)
Consumers' increased electric sales and gas deliveries.  Partially
offsetting these increases were (1) lower oil prices and the gain in the
prior period from the sale of oil and gas properties in the oil and gas
exploration and production business and (2) increased interest on long-
term debt due to higher amounts of debt outstanding.  

CMS Energy's earnings for the nine months ended September 30, 1998
increased from the comparable period in 1997 as a result of  (1)
Consumers'  one-time change in  accounting for the recognition of property
tax expense from a calendar-year basis to a fiscal-year basis which
resulted in a benefit of $66 million ($43 million after-tax), (2)
Consumers' increased electric sales partially offset by an increase in
general taxes and depreciation, (3) a gain on the sale of Petal Gas
Storage Company by the gas transmission, storage and processing business,
(4) increased income from the international independent power production
business, gains on the sale of two biomass project power purchase
agreements, and gains on the sale of two biomass plants and (5) an
increase in oil production and a decrease in exploration expenses and
depreciation, depletion and amortization expenses.   Partially offsetting
these increases were (1) Consumers' decreased gas deliveries due to warmer
temperatures during the winter heating season, (2) an increased provision
for underrecoveries under the PPA of $37 million ($24 million after-tax)
due to higher than expected plant availability of the MCV Facility, (3)
lower earnings from international energy distribution businesses, (4)
lower oil prices and the gain in the prior period from the sale of oil and
gas properties in the oil and gas exploration and production business and
(5) increased interest on long-term debt due to higher amounts of debt
outstanding.   For further information on past and future underrecoveries
under the PPA, see Power Purchases from the MCV Partnership in Note 2. 

The increase in consolidated net income for the twelve months ended
September 30, 1998 compared to the same period in 1997 reflects (1)
Consumers' change in accounting for property taxes  as discussed above and 
a $9 million adjustment of Consumers' prior years' income taxes associated
with non-taxable earnings on nuclear decommissioning trust funds, (2)
Consumers' increased electric sales and lower operation and maintenance
expenses partially offset by increased general taxes and depreciation, (3)
an increase in international plants earnings and operating fees from the
independent power production business, gains on the sale of two biomass
project power purchase agreements, and gains on the sale of two biomass
plants, (4) a gain on the sale of Petal Gas Storage Company and a gain on
the sale of Australian gas reserves in the gas transmission, storage and
processing business and (5) an increase in oil production and a decrease
in exploration expenses and depreciation, depletion and amortization
expenses.  Partially offsetting these increases were the (1)  recognition
of Consumers' after-tax loss associated with the underrecovery of power
costs under the PPA as discussed above, (2) Consumers' decreased gas
deliveries due to warmer weather during the first nine months of 1998, (3)
lower oil prices in the oil and gas exploration and production business, 
(4) a scheduled decrease in the industry expertise service fee income
earned in connection with Loy Yang, (5) lower earnings from international
energy distribution businesses  and (6) increased interest on long-term
debt due to higher amounts of debt outstanding.

For further information, see the individual results of operations for each
CMS Energy business segment in this MD&A.  

Consumers' Electric Business Unit Results of Operations

Electric Pretax Operating Income:
          . . . . . . .        . . . . . . . . . . . . . . . .   In Millions
----------------------------------------------------------------------------
 . . . . .  . . . .        . . .  Three Months     Nine Months   Twelve Months
 . . . . . . . . .    . .     . Ended Sept. 30  Ended Sept. 30  Ended Sept. 30
Change Compared to Prior Year.   1998 vs 1997    1998 vs 1997    1998 vs 1997
-----------------------------------------------------------------------------

Deliveries (including 
  special contract discounts) . . . . . $ 38         $ 50             $ 51
Other non-commodity revenue . . .  . . .  (1)          (2)              (3)
Operations and maintenance    . . .  . . (11)          (1)              15
General taxes, depreciation  
  and other . . . . . . . .  . .. . . .   (5)         (11)             (18)
 . . . . .  . . . . . . . . . . . . ----------------------------------------
Total change. . . . . . . . . . . . . . $ 21         $ 36             $ 45
 . . . . .                          ========================================

Electric Deliveries:  Total electric deliveries increased 10.1 percent for
the three months ended September 30, 1998 over the same period in 1997. 
The increase includes a 5.8 percent increase in deliveries to ultimate
customers, primarily within the residential and commercial classes, and an
increase in sales intersystem and wholesale customer deliveries.  For the
nine months ended September 30, 1998, total electric deliveries increased
8.2 percent over the comparable 1997 period.  Deliveries to ultimate
customers were up 3.4 percent, with the remaining change attributable to
an increase in sales between utility systems and wholesale deliveries. 
For the twelve months ended September 30, 1998, total electric deliveries
increased 8.0 percent over the comparable 1997 period.  The increase is
primarily attributable to an increase in sales between utility systems and
a 2.7 percent increase in deliveries to ultimate customers.

Power Costs:

            . . . . . . . . . . . . . . . . . . . . . . .    In Millions
------------------------------------------------------------------------
September 30. . .     . . . . . . . . . . . . . .  1998     1997  Change
------------------------------------------------------------------------

Three months ended. . .     . . . . . . . . . . . $ 315    $ 296   $ 19
Nine months ended . . . . .     . . . . . . . . .   899      847     52
Twelve months ended . . . . . .     . . . . . . . 1,190    1,132     58
=========================================================================

Power costs increased for all the reported periods ended September 30,
1998 compared to 1997.  Both internal generation and power purchases from
outside sources increased during these periods to meet increased
deliveries.  

Uncertainties:  CMS Energy's financial position may be affected by a
number of trends or uncertainties that have had, or CMS Energy reasonably
expects will have, a materially favorable or unfavorable impact on net
sales, revenues, or income from continuing electric operations.  Such
uncertainties are:  1) environmental liabilities arising from compliance
with various federal, state and local environmental laws and regulations,
including potential liability or expenses relating to the Michigan Natural
Resources and Environmental Protection Act and Superfund; 2) capital
expenditures for compliance with the Clean Air Act; 3) suits by various
parties relating to the effect of so-called stray voltage on certain
livestock; 4) suits by two independent power producers alleging antitrust
violations and economic losses due to special electric contracts signed by
Consumers; 5) cost recovery relating to the MCV Facility and nuclear plant
investments and an experimental direct-access program; 6) electric
industry restructuring; 7) after-tax cash underrecoveries associated with
power purchases from the MCV Partnership; and 8) Big Rock decommissioning
issues and ongoing issues relating to the storage of spent fuel and the
operating life of Palisades.  For detailed information about these trends
or uncertainties see Note 2, "Consumers' Electric Business Unit
Contingencies-Electric Environmental Matters," "Consumers' Electric
Business Unit Contingencies-Stray Voltage," "Consumers' Electric Business
Unit Contingencies-Anti-Trust," "Consumers' Electric Business Unit Rate
Matters-Electric Restructuring," and "Other Consumers' Electric Business
Unit Uncertainties-Nuclear Matters," incorporated by reference herein. 

For information about Consumers' electricity option contracts see Note 5,
"Risk Management and Derivatives Transactions-Commodity Price Hedges",
incorporated by reference herein.











Consumers Gas Group Results Of Operations

             . . . . . .   . . . . . . . . . . . . . . . . .    In Millions
---------------------------------------------------------------------------
 . . . . . . .. . .   . . . .   Three Months     Nine Months    Twelve Months
 . . . . . . . . . .   . .  . Ended Sept. 30  Ended Sept. 30   Ended Sept. 30
Change Compared to Prior Year. 1998 vs 1997    1998 vs 1997     1998 vs 1997
----------------------------------------------------------------------------

Gas deliveries. . . . . . . . . . .   $ 5             $(14)          $(15)
Gas wholesale and retail 
 service activities . . . . . . . .     3                -             (2)
Operations and maintenance. . . . ..    1               (8)             6
General taxes, depreciation 
  and other . . . . . . . . . .   .    (2)               3              3 
---------------------------------------------------------------------------
Total change. . . . . . . . . . . .   $ 7             $(19)           $(8)
===========================================================================

Gas Deliveries:  System deliveries for the three month period ended
September 30, 1998, excluding miscellaneous transportation, totaled 31
bcf, an increase of 1 bcf or 3 percent compared to the three month period
ended September 30, 1997.  Deliveries for the nine month period ended
September 30, 1998, excluding miscellaneous transportation, totaled 203
bcf, a decrease of 29 bcf or 13 percent compared to the nine month period
ended September 30, 1997.  For the twelve month period ended September 30,
1998, deliveries excluding miscellaneous transportation, totaled 311 bcf,
a decrease of 31 bcf or 9 percent compared to the twelve month period
ended September 30, 1997.  The decreased deliveries for the nine month and
twelve month periods reflect warmer temperatures primarily for the first
quarter of 1998.  Miscellaneous transportation deliveries for the three
month period ended September 30, 1998 totaled 11 bcf, a decrease of 8 bcf,
or 40 percent compared to the three month period ended September 30, 1997.
Miscellaneous transportation deliveries for the nine month period ended
September 30, 1998 totaled 47 bcf, a decrease of 14 bcf, or 23 percent
compared to the nine month period ended September 30, 1997.  Miscellaneous
transportation deliveries for the twelve month period ended September 30,
1998 totaled 65 bcf, a decrease of 18 bcf, or 22 percent compared to the
twelve month period ended September 30, 1997.

Cost of Gas Sold:

           . . . . . . . . . . . . . . . . . . . . . . .    In Millions
------------------------------------------------------------------------
September 30. . .      . . . . . . .. . . . . 1998     1997      Change
------------------------------------------------------------------------

Three months ended. . .      . . . . . . . . $ 39      $ 39        $ -
Nine Months ended . . . . .      . . . . . .  377       472         (95)
Twelve months ended . . . . . . .      . . .  600       718        (118)
==========================================================================

The cost decreases for the nine month and twelve month periods ended
September 30, 1998 were the result of decreased sales and lower gas costs
reflecting warmer temperatures during the winter heating season.

Uncertainties:  CMS Energy's financial position may be affected by a
number of trends or uncertainties that have had, or CMS Energy reasonably
expects will have, a materially favorable or unfavorable impact on net
sales or revenues or income from continuing gas operations.  Such
uncertainties are:  1) potential environmental costs at a number of sites
including sites formerly housing manufactured gas plant facilities, and 2)
a statewide experimental gas transportation pilot program.  For detailed
information about these uncertainties see Note 2, "Consumers' Gas Group
Contingencies-Gas Environmental Matters," and "Consumers' Gas Group
Matters-Gas Restructuring," incorporated by reference herein. 

For information about Consumers' gas forward contracts, see Note 5, "Risk
Management Activities and Derivatives Transactions-Commodity Price
Hedges", incorporated by reference herein.

Independent Power Production Results of Operations

Pretax Operating Income: Pretax operating income for the three months
ended September 30, 1998 increased $25 million (78 percent) over the
comparable period in 1997.  This increase primarily reflects  increased
operating income from international plants earnings and fees, a $14
million gain on the sale of a biomass project power purchase agreement,
and a $9 million gain on the sale of two biomass plants, partially offset
by  higher net operating expenses and decreased earnings from the MCV
Partnership due to a 1997 property tax adjustment. Pretax operating income
for the nine months ended September 30, 1998 increased $56 million (84
percent) over the comparable period in 1997, primarily reflecting an
increase in international plants earnings and operating fees, a $26
million gain on the sale of two biomass project power purchase agreements,
and a $9 million gain on the sale of two biomass plants, partially offset
by higher net operating expenses and lower industry expertise service fee
income earned in connection with  Loy Yang. Pretax operating income for
the twelve months ended September 30, 1998 increased  $79 million (108
percent) from the comparable period in 1997, primarily reflecting
increased operating income resulting from increased international and
domestic earnings, construction management fees earned in connection with 
Jorf Lasfar, a $26 million gain on the sale of two biomass project power
purchase agreements, and a $9 million gain on the sale of two biomass
plants, partially offset by lower industry expertise service fee income
earned in connection with Loy Yang and higher operating expenses.

Oil and Gas Exploration and Production Results of Operations

In October 1998, CMS Energy Corporation changed the name of its oil and
gas exploration and production business to CMS Oil and Gas Company,
formerly known as CMS NOMECO Oil & Gas Co.  

Pretax Operating Income:   Pretax operating income for the three months
ended September 30, 1998 decreased $11 million (85 percent) from the
comparable period in 1997. This decrease  is the result of lower oil
prices and the gain in the prior period from the sale of the entire
interest in oil and gas properties in Yemen, partially offset by an
increase in oil production and a decrease in depreciation, depletion and
amortization charges.  Pretax operating income for the nine months ended
September 30, 1998  decreased $4 million (25 percent) over the comparable
period in 1997 due to lower oil prices and the gain in the prior period
from the sale of the entire interest in oil and gas properties in Yemen,
partially offset by increased oil production, decreased exploration
expenses, and decreased depreciation, depletion and amortization expenses. 
Pretax operating income for the twelve months ended September 30, 1998 was
unchanged from the comparable period in 1997, primarily due to lower oil
prices,  offset by decreased exploration expenses and depreciation,
depletion and amortization expenses, and increased oil volumes. 

CMS Oil and Gas changed its method of accounting effective January 1, 1998
for oil and gas operations from the full cost method to the successful
efforts method.  CMS Oil and Gas believes that the successful efforts
method will minimize asset write-offs caused by periodic price swings,
which may not be representative of overall or long-term markets, and will
allow its results of operations to be more easily compared to other oil
and gas companies.  Nitrotec, in which CMS Gas Transmission has an equity
investment, also elected to convert effective January 1, 1998 from the
full cost method of accounting to the successful efforts method of
accounting.  All prior period financial statements have been restated to
conform with successful efforts accounting.  The effect, after tax, of the
change in accounting method as of December 31, 1997, was a reduction to
retained earnings of $175 million for CMS Oil and Gas and $15 million for
CMS Gas Transmission, primarily attributable to a decrease in net plant
and property and deferred tax liability of $270 million and $95 million,
respectively, for CMS Oil and Gas and a $15 million decrease in CMS Gas
Transmission's equity investment in Nitrotec. 

Natural Gas Transmission, Storage and Processing Results of Operations

Pretax Operating Income: Pretax operating income for the three months
ended September 30, 1998 was unchanged from the comparable period in 1997,
primarily as a result of a decrease in earnings from international
operations and higher operating expenses, offset by an increase in
earnings from domestic operations.  Pretax operating income for the nine
months ended September 30, 1998 increased $6 million (27 percent) over the
comparable 1997 period primarily reflecting a gain in the first quarter of
1998 on the sale of Petal Gas Storage Company, a gain on the sale of
Australian gas reserves, and lower operating expenses, partially offset by
a gain in the first quarter of 1997 on the sale of a portion of the Ames
gas gathering system and a decrease in earnings from international
operations.  Pretax operating income for the twelve months ended September
30, 1998 increased $6 million (22 percent) over the comparable period in
1997, reflecting a gain on the sale of Petal Gas Storage Company and a
gain on the sale of Australian gas reserves, partially offset by the gain
in the first quarter of 1997 on the sale of a portion of the Ames gas
gathering system. 

Marketing, Services and Trading Results of Operations

Pretax Operating Income:  Pretax operating income for the three months
ended September 30, 1998 increased  $2 million from the comparable period
in 1997. This increase is the result of improved margins on electricity
sales combined with increased electric sales volumes, partially offset by
higher operating costs.  Pretax operating income for the twelve months
ended September 30, 1998 decreased $5 million from the comparable period
in 1997, primarily reflecting lower gas margins and higher costs
reflecting management's continuing commitment to future electric and
energy management growth, partially offset by higher electric sales
volumes.  Electric marketing volumes reached 6.4 million MW for the nine
months ended September 30, 1998 compared to .3 million for the comparable
period in 1997.  Gas marketed for end users totaled 223 bcf and 144 bcf
for the nine months ended September 30, 1998 and 1997, respectively. 
Energy management service revenues for the nine months ended September 30,
1998 increased 67 percent over the comparable 1997 period.      

Market Risk Information

CMS Energy is exposed to market risk including, but not limited to,
changes in interest rates, currency exchange rates, and certain commodity
and equity prices.  Derivative instruments including, but not limited to,
futures contracts, swaps, options and forward contracts may be used to
manage these exposures.  Derivatives are principally used as hedges and
not for trading purposes. During the third quarter of 1998, trading
activities were immaterial. Regarding hedges, management believes that any
losses incurred on derivative instruments used as a hedge would be offset
by the opposite movement of the underlying hedged item.  

Management uses commodity futures contracts, options and swaps (which
require a net cash payment for the difference between a fixed and variable
price) and oil swaps to manage commodity price risk.  They also use
forward exchange contracts to hedge certain receivables, payables and
long-term debt relating to foreign investments.  Management also uses
equity investments in which CMS Energy or its subsidiaries hold less than
a 20 percent interest. These commodity, financial and equity instruments
do not expose CMS Energy to material market risk. 

Interest Rate Risk:  Management uses a combination of fixed-rate and
variable-rate debt to reduce interest rate exposure.  Interest rate swaps
and rate locks may be used to adjust exposure when deemed appropriate,
based upon market conditions.  These strategies attempt to provide and
maintain the lowest cost of capital.  The carrying amount of long-term
debt (including current maturities)  was $4.4 billion at September 30,
1998 with a fair value (including current maturities) of $4.5 billion. 
The fair value of CMS Energy's financial derivative instruments at
September 30, 1998, with a notional amount of $923 million, was $26
million, representing the amount that CMS Energy would have paid to
terminate these agreements on September 30, 1998.  In October 1998,
Consumers unwound an interest rate guarantee of $145 million associated
with the issuance of $150 million senior notes.  The effective rate of the
debt is 7 percent taking into consideration the issuance costs, interest
rate guarantee and insurance costs.  In accordance with SEC disclosure
requirements, CMS Energy performed a sensitivity analysis. The analysis
assesses the potential loss in fair value, cash flows and earnings based
upon hypothetical increases and decreases in market interest rates. A
hypothetical 10 percent adverse shift in market rates in the near term
would not have a material  impact on CMS Energy's consolidated financial
position, results of operations or cash flows as of September 30, 1998.

Limitations of the Sensitivity Model:  Management does not believe that a
sensitivity analysis alone provides an accurate or reliable method for
monitoring and controlling risk. Therefore, CMS Energy and its
subsidiaries rely on the experience and judgement of senior management and
traders to revise strategies and adjust positions as they deem necessary. 
Losses in excess of the amounts determined could occur if market rates or
prices exceed the 10 percent shift used for the analysis.  The model
assumes that the maximum exposure associated with purchased options is
limited to premiums paid.  The model assumes that the Trust Preferred
Securities are not converted into CMS Energy Common Stock.  If the
conversion occurred, the $173 million of Trust Preferred Securities would
be discharged through the issuance of 4.2 million shares of CMS Energy
Common Stock.  The model also does not quantify short-term exposure to
hypothetically adverse price fluctuations in inventories.  

For a discussion of accounting policies related to derivative
transactions, see Note 5.


CAPITAL RESOURCES AND LIQUIDITY

Cash Position, Investing and Financing

CMS Energy's primary ongoing source of operating cash is dividends from
subsidiaries.  During the nine months ended September 30, 1998, Consumers
paid $94 million in common dividends to CMS Energy. In October 1998,
Consumers declared a $68 million common dividend to be paid in November
1998.  During 1998, Enterprises paid common dividends and other
distributions of $76 million to CMS Energy. CMS Energy's consolidated
operating cash requirements are met by its operating and financing
activities.

Operating Activities: CMS Energy's consolidated net cash provided by
operating activities is derived mainly from the sale and transportation of
natural gas by Consumers; the generation, transmission, and sale of
electricity by Consumers; the sale of oil and natural gas by CMS Oil and
Gas; the transportation, storage and processing of natural gas by CMS Gas
Transmission; and the  production and sale of electricity by other
affiliates. Consolidated cash from operations totaled $386 million and
$334 million for the first nine months of 1998 and 1997, respectively. The
$52 million increase resulted from increases in consolidated net income
and deferred income taxes. These increases were partially offset by a $29
million net decrease reflecting the cumulative effect of the accounting
change for property taxes and an increased provision for underrecoveries
under the PPA, both of which are noncash items.  CMS Energy uses its
operating cash primarily to expand its international businesses, to
maintain and expand electric and gas systems of Consumers, to retire
portions of its long-term debt and to pay dividends.

Investing Activities:  CMS Energy's consolidated net cash used in
investing activities totaled $690 million and $1,141 million for the first
nine months of 1998 and 1997, respectively. The decrease of $451 million
primarily reflects decreased investments in international projects (1997
included an approximately $500 million investment in Loy Yang). 
CMS Energy's 1998 expenditures for its utility and international
businesses were $290 million and $424 million, respectively, compared to
$269 million and $837 million, respectively, during 1997.

Financing Activities: CMS Energy's consolidated net cash provided by
financing activities totaled $336 million and $885 million for the first
nine months of 1998 and 1997, respectively. The decrease of $549 million
in net cash provided by financing activities resulted from an increase of
$524 million in the issuance of  new securities (see table below), offset
by increases in the retirement of  bonds and other long-term debt ($548
million) and the repayment of bank loans ($488 million).  

                . . . . . . . . . . . . . . . . . . . . . . .      In Millions
------------------------------------------------------------------------------
 . . . . . . . .. . . . . . . . . .      Distribution/ Principal 
                Month Issued  Maturity  Interest Rate    Amount Use of Proceeds
------------------------------------------------------------------------------

CMS Energy
GTNs
   Series D . . .      . (1)        (1)      6.8% (1)      $119  General 
                                                                  corporate
                                                                  purposes
Extendible Tenor 
Rate Adjusted 
 Securities .      . January        2005     7.0%           180  Pay down 
                                  . . . . . . . . . . . . .       borrowings
 . . . . . . . . . . . . . . . . .             . . . . . . ------          
            . . . . . . . . . . . . . . . . . . . . . . .  $299

Consumers
Senior Notes (2)   February.. . . . 2008.     6.375%       $250  Pay down
                                                                  First
      . . . . . . . . . . . . . . . . . . . . . . .               Mortgage Bonds
                                                                  and general
                     . . . . . . . . . . . . . . . . . . .        corporate
                                                                  purposes

Senior Notes (2)      March.  . . . 2018.     6.875%        225  Pay down First
                          . . . . . . . . . . . . . . . . . . . . Mortgage Bonds
                                                                  and pay down
                    . . . . . . . . . . . . . . . . . . . .       borrowings
                                                                  under credit
                      . . . . . . . . . . . . . . . . . . .       facilities
            
Senior Notes (2).   . .May        . 2008     6.2%(3)        250 Pay down First
                          . . . . . . . . . . . . . . . . . . . .Mortgage Bonds,
                                                                 long-term bank
                                                                 debt and
                                                                 general
                                                                 corporate
                                                                 purposes

Senior Notes (2).  . June.         2018      6.5%(4)        200 Pay down First
                 . . . . . . . . . . . . . . . . . . . .         Mortgage Bonds
                                                                 and general
                                                                 corporate
                                                                 purposes


Long-Term Bank Debt  May      2001-2003.    6.05%(5)         225 Pay down long-
                                                                  term bank debt

Senior Notes (2). October          2028.    6.5%             150 Pay down long-
                                                                  term bank debt
                                                                  and general
 . . . . . . . . . . . . . . . . .                                corporate
                                                                  purposes
 . . . . . . . . . . . . . . . . . . . . . . .            -------- 
 Total        . . . . . . . . . . . . . . . . . . . .      $1,599 
            
===============================================================================

                                                                      
(1) GTNs  are issued from time to time with various maturities.  The rate
    shown herein is a weighted average interest rate.
(2) The Senior Notes are secured by Consumers' First Mortgage Bonds issued
contemporaneously in a similar amount.
(3) The interest rate may be reset in May 2003.
(4) The interest rate will be reset in June 2005.
(5) The interest rate is variable; weighted average interest rate upon
original issuance was 6.05 percent.

As of September 30, 1998, CMS Energy had an aggregate $684 million in
securities registered for future issuance and sale.  CMS Energy also has 
Senior Credit Facilities, unsecured lines of credit and letters of credit
as sources of funds needed to fulfill, in whole or in part, material
commitments for capital expenditures.  For detailed information, see
"Short-Term and Long-Term Financing, and Capitalization-CMS Energy" in
Note 3, incorporated by reference herein. 

Consumers has FERC authorization to issue securities and guarantees. 
Consumers has a credit facility, lines of credit and a trade receivable
sale program in place as anticipated sources of funds needed to fulfill,
in whole or in part, material commitments for capital expenditures as of
September 30, 1998. For detailed information, see "Short-Term and Long-
Term Financings, and Capitalization-Consumers" in Note 3, incorporated by
reference herein. 

During the nine months ended September 30, 1998, CMS Energy declared and
paid $94 million in cash dividends to holders of CMS Energy Common Stock
and $8 million in cash dividends to holders of Class G Common Stock. In
October 1998, the Board of Directors declared quarterly dividends of $.33
per share on CMS Energy Common Stock and $.325 per share on Class G Common
Stock, payable in November 1998.  

In August 1998, CMS Energy filed a shelf registration statement with the
SEC pursuant to Rule 415 of the Securities Act, for the issuance and the
sale of $400 million of GTNs Series E.

On November 10, 1998, CMS Energy sold 4.5 million new shares of CMS Energy
Common Stock in a block trade.  The net proceeds of approximately $208
million will be used for general corporate purposes.

Other Investing and Financing Matters:  At September 30, 1998, the book
value per share of CMS Energy Common Stock and Class G Common Stock was
$17.98 and $10.57,  respectively.

CMS Energy's $400 million, 364-day revolving credit facility expired June
30, 1998, and was not renewed, thus reducing the aggregate amount of the
Senior Credit Facilities from $1.125 billion to $725 million.

In October 1998, CMS Energy exchanged 1.4 million shares of CMS Energy
Common Stock for  100% of the outstanding common stock of Continental
Natural Gas, Inc. ("CNG"), an energy company engaged in gathering,
processing, purchasing and marketing natural gas and natural gas liquids
in Oklahoma and Texas.   The acquisition of CNG will be accounted for as a
pooling of interests, and all consolidated financial data for the periods
subsequent to December 31, 1997 will be restated to include the financial
data of CNG.  The financial data of the pooled companies prior to January
1, 1998 will not be materially different from that previously reported by
CMS Energy, and thus will not be restated.  

On November 2, 1998, CMS Energy announced the execution of a definitive
Stock Purchase Agreement (the "Agreement") with PanEnergy Corp
("PanEnergy") and certain other wholly-owned subsidiaries of Duke Energy
Company to acquire all of the stock of the Panhandle Companies for a cash
payment of $1.9 billion and existing Panhandle Companies debt of $300
million. 

Closing of the transaction is subject to Hart-Scott-Rodino pre-merger
notification clearance.  The Agreement is subject to termination upon
failure of CMS Energy to satisfy its financing contingency.  The Agreement
also provides that if, as a result of CMS's Energy's continuing due
diligence investigation, CMS Energy learns of material facts not
previously disclosed or inconsistent with representations and warranties
made in the Agreement, CMS Energy may, on or prior to November 23, 1998,
notify PanEnergy of its intent to terminate the Agreement and the Agreement
will terminate unless PanEnergy corrects the asserted misrepresentations 
within 30 days. 

CMS Energy expects to have $1.9 billion of bridge financing commitments
available to fund the purchase price and it anticipates permanent
financing of the acquisition at or near closing with approximately $900
million from the sale of common stock and/or securities convertible into
common stock by CMS Energy and approximately $1 billion from the issuance
of debt securities by the Panhandle Companies. 

The following discussions contain forward-looking statements.  See the
Forward-Looking Information section of this MD&A for some important
factors that could cause actual results or outcomes to differ materially
from those discussed herein.  

Capital Expenditures 

Looking forward, CMS Energy estimates that capital expenditures, including
new lease commitments and investments in partnerships and unconsolidated
subsidiaries, will total $6.3 billion over the next three years.  This
total includes approximately $2.2 billion for the pending acquisition of
the Panhandle Companies as discussed more fully in Note 6, Subsequent
Event.  Payment for the purchase of the Panhandle Companies  is expected
to be financed as described above.  A substantial portion of the remaining
capital expenditures is expected to be satisfied by cash from operations. 
Nevertheless, CMS Energy will continue to evaluate capital markets in 1998
as a potential source of financing its subsidiaries' investing activities. 
CMS Energy estimates capital expenditures by business segment over the
next three years as follows:

                                                             In Millions
------------------------------------------------------------------------
Years Ended December 31                      1998        1999       2000
------------------------------------------------------------------------

Consumers electric operations (a) (b)     $   341     $   380    $   385
Consumers gas operations (a)                  117         125        125
Independent power production                  308         410        435
Oil and gas exploration and production        140         165        165
Natural gas transmission and storage          270       2,350(c)     165
International energy distribution             163         150        100
Marketing, services and trading                 1           5         15
------------------------------------------------------------------------

                                           $1,340      $3,585     $1,390
========================================================================

(a) These amounts include an attributed portion of Consumers' anticipated
capital expenditures for plant and equipment common to both the electric
and gas utility businesses.

(b) These amounts do not include preliminary estimates for capital
expenditures possibly required to comply with recently revised national
air quality standards under the Clean Air Act.  For further information
see Note 2.

(c)  Includes approximately $2.2 billion for pending acquisition of the
Panhandle Companies.

CMS Energy currently plans investments from 1998 to 2000: (1) for oil and
gas exploration and production operations, primarily in North and South
America, offshore West Africa and North Africa; (2) for independent power
production operations to pursue acquisitions and development of electric
generating plants in the United States, Latin America, Asia, Australia,
the Pacific Rim region, North Africa and the Middle East; (3) to continue
development of non-utility natural gas storage, gathering and pipeline
operations of CMS Gas Transmission, both domestic and international; (4)
to acquire, develop and expand international energy distribution
businesses; and (5) to provide gas, electric, oil and coal marketing, risk
management and energy management services throughout the United States and
eventually worldwide. 

These estimates are prepared for planning purposes and are subject to
revision.


OUTLOOK

As the deregulation and privatization of the energy industry takes place
in the United States and internationally, CMS Energy has positioned itself
to be a leading international energy infrastructure company developing and
operating energy facilities and providing energy services in major world
growth markets.  CMS Energy provides a complete range of international
energy expertise from energy production to consumption.  Beyond 1998 it
intends to continue to grow its businesses by finding opportunities to
invest in additional energy infrastructures and to capitalize on being a
major, full-service energy company.  CMS Energy will seek to increase its
involvement in energy projects by pursuing opportunities in oil and gas
exploration and production projects, natural gas pipelines, storage and
processing facilities, power generation, and electric and gas distribution
systems around the world.  In addition, CMS Energy will focus more on
marketing energy services and trading to take advantage of continued
growth opportunities in both the domestic and international markets.

International Operations Outlook

CMS Energy will continue to grow internationally by investing in multiple
projects in several countries as well as by developing synergistic projects
across its lines of business.  CMS Energy believes these integrated projects
will create more opportunities and greater value than individual investments.
Also, CMS Energy will achieve this growth through strategic partnering where
appropriate.

To improve the focus of its international energy businesses, CMS Energy
has separated its development efforts from the operations of its assets. 
CMS Energy conducts its development efforts from offices in four regions
of the world:  Dearborn, Michigan for The Americas - Northern Hemisphere;
Buenos Aires for The Americas - Southern Hemisphere; London for Africa and
the Middle East; and Singapore for Asia.

CMS Energy's development efforts will focus on countries where there are
multiple investment opportunities across its businesses, high energy
growth expectations, defined legal and regulatory structures, and economic
policies that support private investment.  CMS Energy will continue to
create value by using the extensive knowledge and experience it has gained
in the United States over the past century, to gain competitive positions
in these countries.

CMS Energy structures its investments to minimize operational and
financial risks.  These risks are mitigated when operating internationally
by working with local partners, utilizing multi-lateral financing
institutions, procuring political risk insurance and hedging foreign
currency exposure where appropriate.

Consumers' Electric Business Unit Outlook

Growth:  Consumers expects average annual growth of two and one-half
percent per year in electric system deliveries over the next five years,
absent the impact of restructuring on the industry and its regulation in
Michigan.  Abnormal weather, changing economic conditions, or the
developing competitive market for electricity may affect actual electric
sales in future periods. 

Electric Restructuring:  Consumers' retail electric business is affected
by competition.  To meet its challenges, Consumers entered into multi-year
contracts with some of its largest industrial customers to serve certain
facilities.  The MPSC has approved these contracts as part of its phased
introduction to competition.  Certain customers have the option of
terminating their contracts early.

FERC Orders 888 and 889, as amended, require utilities to provide direct
access to the interstate transmission grid for wholesale transactions. 
Consumers and Detroit Edison disagree on the effect of the orders on the
Michigan Electric Power Coordination Center pool.  Consumers proposes to
maintain the benefits of the pool through at least December 2000, while
Detroit Edison contends that the pool agreement should be terminated
immediately.  Among Consumers' alternatives in the event of the pool being
terminated would be joining an independent system operator.  FERC has
indicated this preference for structuring the operations of the electric
transmission grid.

As discussed in the Form 10-K, since June 1997 several orders have been
issued and numerous appeals are pending at the Court of Appeals relating
to the restructuring of the electric utility industry.  Consumers cannot
predict the outcome or timing of these matters.  For material changes
relating to the restructuring of the electric utility industry see
"Electric Business Unit Rate Matters - Electric Restructuring" in Note 2,
incorporated by reference herein. 

Electric Application of SFAS 71:  Consumers applies the utility accounting
standard, SFAS 71, that recognizes the economic effects of rate regulation
and, accordingly, has recorded regulatory assets and liabilities related
to the generation, transmission and distribution operations of its
business in its financial statements.  Consumers believes that the
generation segment of its business is still subject to rate regulation
based upon its present obligation to continue providing generation service
to its customers, and the lack of definitive deregulation orders.  If rate
recovery of generation-related costs becomes unlikely or uncertain,
whether due to competition or regulatory action, this accounting standard
may no longer apply to the generation segment of Consumers' business. 
According to Emerging Issues Task Force Issue 97-4, Deregulation of the
Pricing of Electricity - Issues Related to the Application of FASB
Statements No. 71 and 101, Consumers can continue to carry its generation-
related regulatory assets or liabilities for the part of the business
being deregulated if deregulatory legislation or an MPSC rate order allows
the collection of cash flows from its regulated transmission and
distribution customers to recover these specific costs or settle
obligations.  Because the February 1998 MPSC order allows Consumers to
fully recover its transition costs, Consumers believes that even if it was
to discontinue application of SFAS 71 for the generation segment of its
business, its regulatory assets, including those related to generation,
are probable of future recovery from the regulated portion of the
business.  At September 30, 1998, Consumers had $251 million of
generation-related net regulatory assets recorded on its balance sheet,
and a net investment in generation facilities of  $1.3 billion included in
electric plant and property.  For further information regarding electric
restructuring, see "Electric Restructuring" above.

Consumers' Gas Group Outlook

Growth:  Consumers currently anticipates gas deliveries, including gas
customer choice deliveries (excluding transportation to the MCV Facility
and off-system deliveries), to grow at an average annual rate of between
one and two percent over the next five years based primarily on a steadily
growing customer base.  Abnormal weather, alternative energy prices,
changes in competitive conditions, and the level of natural gas
consumption may affect actual gas deliveries in future periods.  Consumers
is also offering a variety of energy-related services to its customers
focused upon appliance maintenance, home safety, commodity choice and
assistance to customers purchasing heating, ventilation and air
conditioning equipment.

In 1997, LIHEAP provided approximately $64 million in heating assistance
to about 312,000 Michigan households, with approximately 13 percent of the
funds going to Consumers' customers.  Congress provided approximately $54
million in funding for Michigan for 1998.  In October 1998, Congress
approved funding for fiscal year 1999 of  approximately $59 million for
the state of Michigan.  Consumers' expects presidential approval of the
funding.

Gas Application of SFAS 71:  Based on a regulated utility accounting
standard, SFAS 71, Consumers may defer certain costs to the future and
record regulatory assets, based on the recoverability of those costs
through the MPSC's approval.  Consumers has evaluated its regulatory
assets related to its gas business, and believes that sufficient
regulatory assurance exists to provide for the recovery of these deferred
costs.

Other Matters

New Accounting Standards

In 1998, the FASB issued SFAS 132, Employers' Disclosures about Pensions
and Other Postretirement Benefits.  This standard requires expanded
disclosure effective for 1998.  Also in 1998, the American Institute of
Certified Public Accountants issued Statement of Position 98-1, Accounting
for the Costs of Computer Software Developed or Obtained for Internal Use,
which will be effective for 1999.  CMS Energy does not expect the
application of these standards to materially affect its financial
position, liquidity or results of operations.  In addition, in 1998, the
FASB issued SFAS 133, Accounting for Derivative Instruments and Hedging
Activities, which requires that every derivative instrument (including
certain derivative instruments embedded in other contracts) be recorded in
the balance sheet as either an asset or liability measured at its fair
value.  The statement requires that changes in the derivative's fair value
be recognized currently in earnings unless specific hedge accounting
criteria are met.  Special accounting for qualifying hedges allows a
derivative's gains and losses to offset related results on the hedged item
in the income statement, and requires that a company must formally
document, designate, and assess the effectiveness of transactions that
receive hedge accounting.  SFAS 133 is effective for fiscal years
beginning after June 15, 1999.  CMS Energy has not yet quantified the
impacts of adopting SFAS 133 on its financial statements and has not
determined the timing of or method of adoption of SFAS 133.  However, SFAS
133 could increase volatility in earnings and other comprehensive income.

Year 2000 Computer Modifications 

CMS Energy uses software and related technologies throughout its domestic
and international businesses that the year 2000 date change will affect
and, if uncorrected, could cause CMS Energy to, among other things, issue
inaccurate bills, report inaccurate data, incur generating plant outages,
or create energy delivery uncertainties.  In 1995, CMS Energy established
a Year 2000 Program to ensure the continued operation of the company at
the turn of the century.  CMS Energy's efforts included dividing the
programs requiring modification between critical and noncritical programs. 
A formal methodology was established to identify critical business
functions and risk scenarios, develop test plans and expected results, and
execute tests.  CMS Energy's Year 2000 Program involves an aggressive,
comprehensive four-phase approach, including impact analysis, remediation,
compliance review, and monitoring/contingency planning.  

The impact analysis phase includes the analysis, inventory, prioritization
and remediation plan development for all technology essential to core
business processes.  The remediation phase involves testing and
implementation of remediation technology.  A mainframe test environment
was established in 1997 and a test environment for network servers and
stand-alone personal computers was established in mid-1998.  All essential
corporate business systems have been, or will be, tested in these test
environments.  The compliance review phase includes the assembling of
compliance documentation for each technology component as remediation
efforts are completed, and additional verification testing of essential
technology where necessary.  The monitoring/contingency planning phase
includes compliance monitoring to ensure that year 2000 problems are not
reintroduced into remediated technology, as well as the development of
contingency plans to address reasonably likely risk scenarios.  

State of Readiness:  CMS Energy is managing traditional information
technology (IT), which consists of essential business systems such as
payroll, billing, and purchasing, and infrastructure, including mainframe,
wide area network, local area networks, personal computers, radios and
telephone systems.  CMS Energy is also managing process control computers
and embedded systems contained in buildings, equipment and energy supply
and delivery systems.  

Essential goods and services for CMS Energy are electric fuel supply, gas
fuel supply, independent electric power supplies, facilities, electronic
commerce, telecommunications network carriers, financial institutions,
purchasing vendors, and software and hardware technology vendors.  CMS
Energy is addressing the preparedness of these businesses and their risk
through readiness assessment questionnaires.

The status of CMS Energy's Year 2000 Program by phase, with target dates
for completion and current percentage complete based upon software and
hardware inventory counts as of September 30, 1998, is as follows:

                                                              Monitoring/   
                           Impact                Compliance  Contingency
                           Analysis   Remediation    Review     Planning
------------------------------------------------------------------------  
                           (a)  (b)    (a) (b)     (a)  (b)    (a)   (b)  


Electric utility          3/98  100%   6/99  53%    6/99 22%    6/99  10%
Gas utility               3/98  100%   6/99  66%    6/99  3%    6/99  10%
Independent power 
  production             12/98   55%   9/99  17%    9/99  0%    9/99  10%
Oil and gas              12/98   79%   9/99  60%    9/99  0%    9/99  50%
Natural gas 
 transmission            12/98   45%   9/99  50%    9/99  0%    9/99   5%
Marketing, services 
 and trading             12/98   77%   9/99  50%    9/99  50%   9/99  10%
Essential goods
 and services             6/99   35%         N/A    9/99   0%   6/99  10%
==========================================================================

(a) Target date for completion.
(b) Current percentage complete.


Cost of Remediation: CMS Energy will expense anticipated spending for
modifications as incurred, while capitalizing and amortizing the cost for
new software over its useful life.  The total estimated cost of the Year
2000 Program is approximately $30 million. Costs incurred through
September 30, 1998 are approximately $15 million.  CMS Energy's annual
Year 2000 Program costs have represented approximately 2% to 10% of CMS
Energy's annual IT budget through 1998 and are expected to represent
approximately 25% of CMS Energy's annual IT budget in 1999.  Year 2000
compliance work is being funded primarily from operations.  The devotion
of CMS Energy resources to the year 2000 problem has not deferred any
material IT projects which could have a material adverse affect on CMS
Energy's financial position, liquidity or results of operations. 

Risk Assessment:  CMS Energy considers the most reasonably likely worst-
case scenarios to be: (1) a lack of communications to dispatch crews to
electric or gas emergencies, (2) a lack of communications to contact
generating units to balance electrical load, (3) power shortages due to
the lack of stability of the electric grid and (4) a failure of fuel
suppliers to deliver fuel to generating facilities.  These scenarios could
result in CMS Energy not being able to generate or distribute enough
energy to meet customer demand for a period of time, which could result in
lost sales and profits.  Year 2000 remediation and testing efforts are
concentrating on these risk areas and will continue through the end of
1999.  Contingency plans will be revised and executed to further mitigate
the risks associated with these scenarios.

Contingency Plans:  Contingency planning efforts are currently underway
for all business systems and providers of essential goods and services. 
Extensive contingency plans are already in place in many locations and are
currently being revised for reasonably likely worst-case scenarios related
to year 2000 issues.  In many cases, Consumers already has arrangements
with multiple vendors of similar goods and services so that in the event
that one cannot meet its commitments, others can.  Current contingency
plans provide for manual dispatching of crews and manual coordination of
electrical load balancing and are being revised to provide for radio or
satellite communications.  Coordinated contingency planning efforts are in
progress with third parties to minimize risk to electric generation,
transmission and distribution systems.  

Expectations:  CMS Energy does not expect that the cost of these
modifications will materially affect its financial position, liquidity, or
results of operations.  There can be no guarantee, however, that these
costs, plans or time estimates will be achieved, and actual results could
differ materially. 

Because of the integrated nature of CMS Energy's business with other
energy companies, utilities, jointly owned facilities operated by other
entities, and business conducted with suppliers and large customers, CMS
Energy may be indirectly affected by year 2000 compliance complications. 
At this time, CMS Energy is unable to anticipate the magnitude of the
operational or financial impact on CMS Energy of year 2000 issues.  


Foreign Currency Translation 

CMS Energy adjusts common stockholders' equity to reflect foreign currency
translation adjustments for  the operation of long-term investments in
foreign countries.  As of September 30, 1998 the cumulative foreign
currency translation adjustment was $132 million.  The adjustment is
primarily due to the exchange rate fluctuations between the U.S. dollar
and each of the Australian dollar and Brazilian real.  From January 1,
1998 through September 30, 1998, the change in the foreign currency
translation adjustment totaled $36 million.  Although management currently
believes that the currency exchange rate fluctuations over the long term
will not materially adversely affect CMS Energy's financial position,
liquidity or results of operations, CMS Energy has hedged its exposure to
the Australian dollar and the Brazilian real.  CMS Energy uses forward
exchange contracts and collared options to hedge certain receivables,
payables, long-term debt and equity value relating to foreign investments. 
The notional amount of the outstanding foreign exchange contracts was $845
million at September 30, 1998, which includes $550 million and $250
million for Australian and Brazilian foreign exchange contracts,
respectively.


Forward-Looking Information

Forward-looking information is included throughout this report.  This
report also describes material contingencies in the Notes to the
Consolidated Financial Statements and should be read accordingly.

Some important factors that could cause actual results or outcomes to
differ are set forth in CMS Energy's 1997  Form 10-K, "Management's
Discussion and Analysis-Forward-Looking Information."










<PAGE>  25

<TABLE>
                                                 CMS Energy Corporation
                                            Consolidated Statements of Income
                                                       (Unaudited)
<CAPTION>

                                                 Three Months Ended      Nine Months Ended    Twelve Months Ended
September 30                                        1998      1997*        1998      1997*         1998     1997*
                                                                            In Millions, Except Per Share Amounts
<S>                                               <C>        <C>         <C>        <C>          <C>       <C>   
Operating Revenue
  Electric utility                                $  729     $  670      $1,990     $1,888       $2,617    $2,507
  Gas utility                                        117        110         716        828        1,092     1,230
  Independent power production                        95         45         214        116          266       148
  Natural gas transmission, storage and processing    20         19          69         71           94        90
  Oil and gas exploration and production              15         30          46         67           72       103
  Marketing, services and trading                    305        153         748        366        1,074       433
  Other                                                5          3           9         11           11        16
                                                  ------     ------      ------     ------       ------    ------
                                                   1,286      1,030       3,792      3,347        5,226     4,527
                                                  ------     ------      ------     ------       ------    ------
Operating Expenses
  Operation
    Fuel for electric generation                     109         85         273        234          359       316
    Purchased power - related parties                143        151         433        447          585       600
    Purchased and interchange power                   77         65         220        180          282       235
    Cost of gas sold                                 154        164         799        785        1,325     1,100
    Other                                            371        191         830        540        1,031       753
                                                  ------     ------      ------     ------       ------    ------
                                                     854        656       2,555      2,186        3,582     3,004
  Maintenance                                         49         40         128        122          180       180
  Depreciation, depletion and amortization           112        108         347        342          472       458
  General taxes                                       49         48         155        157          209       209
                                                  ------     ------      ------     ------       ------    ------
                                                   1,064        852       3,185      2,807        4,443     3,851
                                                  ------     ------      ------     ------       ------    ------
Pretax Operating Income (Loss)
  Electric utility                                   153        132         378        342          468       423
  Gas utility                                          6         (1)         81        100          134       142
  Independent power production                        57         32         123         67          152        73
  Natural gas transmission, storage and processing     6          6          28         22           33        27
  Oil and gas exploration and production               2         13          12         16           22        22
  Marketing, services and trading                      2          -           2          1           (4)        1
  Other                                               (4)        (4)        (17)        (8)         (22)      (12)
                                                  ------     ------      ------     ------       ------    ------
                                                     222        178         607        540          783       676
                                                  ------     ------      ------     ------       ------    ------
Other Income (Deductions)
  Loss on MCV power purchases                          -          -         (37)         -          (37)         -
  Accretion income                                     1          2           5          6            7         8
  Accretion expense                                   (4)        (4)        (12)       (13)         (16)      (14)
  Other, net                                          (3)         3           2          5           (6)        2
                                                  ------     ------      ------     ------       ------    ------
                                                      (6)         1         (42)        (2)         (52)       (4)
                                                  ------     ------      ------     ------       ------    ------
Fixed Charges
  Interest on long-term debt                          79         71         234        198          309       254
  Other interest                                       8         12          33         34           48        47
  Capitalized interest                                (6)        (3)        (17)        (9)         (21)      (11)
  Preferred dividends                                  5          6          14         20           19        27
  Preferred securities distributions                   8          6          24         11           31        13
                                                  ------     ------      ------     ------       ------    ------
                                                      94         92         288        254          386       330
                                                  ------     ------      ------     ------       ------    ------
Income Before Income Taxes                           122         87         277        284          345       342

Income Taxes                                          41         27          86         99           95       119
                                                  ------     ------      ------     ------       ------    ------
Consolidated Net Income before cumulative
  effect of change in accounting principle            81         60         191        185          250       223
Cumulative effect of change in accounting
  for property taxes, net of $23 tax (Note 1)          -          -          43          -           43         -
                                                  ------     ------      ------     ------       ------    ------
Consolidated Net Income                           $   81     $   60      $  234     $  185       $  293    $  223
                                                  ======     ======      ======     ======       ======    ======

</TABLE>

<PAGE>
<PAGE>  26

<TABLE>



<CAPTION>

                                                 Three Months Ended      Nine Months Ended    Twelve Months Ended
September 30                                        1998      1997*        1998      1997*         1998     1997*
                                                                            In Millions, Except Per Share Amounts
<S>                                               <C>       <C>          <C>       <C>           <C>       <C>   
Net Income (Loss) Attributable to
  Common Stocks
     CMS Energy                                   $   83    $    62      $  226     $  176      $   279    $  210
     Class G                                      $   (2)   $    (2)     $    8     $    9      $    14    $   13
                                                  ------     ------      ------     ------       ------    ------
Average Common Shares Outstanding
     CMS Energy                                      102         96         101         95          101        95
     Class G                                           8          8           8          8            8         8
                                                  ------     ------      ------     ------       ------    ------
Basic Earnings (Loss) Per Average
  Common Share Before Change in
  Accounting Principle
     CMS Energy                                   $  .81    $   .64      $ 1.83     $ 1.85      $  2.37    $ 2.22
     Class G                                      $ (.16)   $  (.21)     $  .68     $ 1.13      $  1.37    $ 1.57
                                                  ------     ------      ------     ------       ------    ------
Cumulative Effect of Change in Accounting
  Principle, Net of Tax, Per Average
  Common Share
     CMS Energy                                   $    -    $     -      $  .40     $    -      $   .40    $    -
     Class G                                      $    -    $     -      $  .36     $    -      $   .36    $    -
                                                  ------     ------      ------     ------       ------    ------
Basic Earnings (Loss) Per Average
  Common Share
     CMS Energy                                   $  .81    $   .64      $ 2.23     $ 1.85      $  2.77    $ 2.22
     Class G                                      $ (.16)   $  (.21)     $ 1.04     $ 1.13      $  1.73    $ 1.57
                                                  ------     ------      ------     ------       ------    ------
Diluted Earnings (Loss) Per Average
  Common Share
     CMS Energy                                   $  .80    $   .63      $ 2.19     $ 1.83      $  2.73    $ 2.20
     Class G                                      $ (.16)   $  (.21)     $ 1.04     $ 1.13      $  1.73    $ 1.57
                                                  ------     ------      ------     ------       ------    ------
Dividends Declared Per Common Share
     CMS Energy                                   $  .33    $   .30      $  .93     $  .84      $  1.23    $ 1.11
     Class G                                      $ .325    $   .31      $ .945     $  .90      $ 1.255    $1.195
                                                  ------     ------      ------     ------       ------    ------

<FN>

* Restated, see Note 1.

The accompanying condensed notes are an integral part of these statements.

</TABLE>
<PAGE>
<PAGE>  27

<TABLE>
                                                 CMS Energy Corporation
                                               Consolidated Balance Sheets
<CAPTION>

ASSETS                                                               September 30                    September 30
                                                                             1998     December 31           1997*
                                                                       (Unaudited)          1997*      (Unaudited)
                                                                                                      In Millions
<S>                                                                       <C>             <C>             <C>    
Plant and Property (At Cost)
  Electric                                                                $ 6,641         $ 6,491         $ 6,447
  Gas                                                                       2,498           2,528           2,502
  Oil and gas properties (successful efforts method)                          637             566             533
  Other                                                                       320             168             100
                                                                          -------         -------         -------
                                                                           10,096           9,753           9,582
  Less accumulated depreciation, depletion and amortization                 5,052           4,870           4,784
                                                                          -------         -------         -------
                                                                            5,044           4,883           4,798
  Construction work-in-progress                                               226             261             332
                                                                          -------         -------         -------
                                                                            5,270           5,144           5,130
                                                                          -------         -------         -------
Investments
  Independent power production                                                868             792             819
  Natural gas transmission, storage and processing                            341             241             236
  International energy distribution                                           272             255              65
  First Midland Limited Partnership (Note 2)                                  237             242             239
  Midland Cogeneration Venture Limited Partnership (Note 2)                   199             171             163
  Other                                                                        35              45              46
                                                                          -------         -------         -------
                                                                            1,952           1,746           1,568
                                                                          -------         -------         -------
Current Assets
  Cash and temporary cash investments at cost, which approximates market      101              69             136
  Accounts receivable and accrued revenue, less allowances
    of $8, $7 and $7, respectively (Note 3)                                   457             495             401
  Inventories at average cost
    Gas in underground storage                                                276             197             253
    Materials and supplies                                                     91              87              95
    Generating plant fuel stock                                                29              35              26
  Deferred income taxes                                                        14              38              18
  Prepayments and other                                                       170             235             108
                                                                          -------         -------         -------
                                                                            1,138           1,156           1,037
                                                                          -------         -------         -------
Non-current Assets
  Nuclear decommissioning trust funds                                         510             486             478
  Postretirement benefits                                                     381             404             411
  Abandoned Midland Project                                                    77              93              98
  Other                                                                       602             479             499
                                                                          -------         -------         -------
                                                                            1,570           1,462           1,486
                                                                          -------         -------         -------
Total Assets                                                              $ 9,930         $ 9,508         $ 9,221
                                                                          =======         =======         =======

</TABLE>

<PAGE>
<PAGE>  28

<TABLE>


<CAPTION>

STOCKHOLDERS' INVESTMENT AND LIABILITIES                             September 30                    September 30
                                                                             1998     December 31           1997*
                                                                       (Unaudited)          1997*      (Unaudited)
                                                                                                      In Millions
<S>                                                                       <C>             <C>             <C>    
Capitalization
  Common stockholders' equity                                             $ 1,922         $ 1,787         $ 1,649
  Preferred stock of subsidiary                                               238             238             238
  Company-obligated mandatorily redeemable Trust Preferred Securities of:
    Consumers Power Company Financing I (a)                                   100             100             100
    Consumers Energy Company Financing II (a)                                 120             120             120 
  Company-obligated convertible Trust Preferred Securities of
    CMS Energy Trust I (b)                                                    173             173             173
  Long-term debt                                                            4,248           3,272           3,060
  Non-current portion of capital leases                                        77              75              82
                                                                          -------         -------         -------
                                                                            6,878           5,765           5,422
                                                                          -------         -------         -------


Current Liabilities
  Current portion of long-term debt and capital leases                        171             643             911
  Notes payable                                                               302             382             394
  Accounts payable                                                            309             398             326
  Accrued taxes                                                               144             272             146
  Accounts payable - related parties                                           90              80              70
  Accrued interest                                                             64              51              61
  Power purchases (Note 2)                                                     47              47              47
  Accrued refunds                                                              12              12               7
  Other                                                                       189             190             191
                                                                          -------         -------         -------
                                                                            1,328           2,075           2,153
                                                                          -------         -------         -------


Non-current Liabilities
  Deferred income taxes                                                       654             648             581
  Postretirement benefits                                                     499             514             520
  Deferred investment tax credit                                              144             151             154
  Power purchases (Note 2)                                                    134             133             144
  Regulatory liabilities for income taxes, net                                 83              54              86
  Other                                                                       210             168             161
                                                                          -------         -------         -------
                                                                            1,724           1,668           1,646
                                                                          -------         -------         -------


Commitments and Contingencies (Note 2)


Total Stockholders' Investment and Liabilities                            $ 9,930         $ 9,508         $ 9,221
                                                                          =======         =======         =======

<FN>

(a)  The primary asset of Consumers Power Company Financing I is $103 million principal amount of 8.36 percent
subordinated deferrable interest notes due 2015 from Consumers.  The primary asset of Consumers Energy Company
Financing II is $124 million principal amount of 8.20 percent subordinated deferrable interest notes due 2027 from
Consumers.
(b)  The primary asset of CMS Energy Trust I is $178 million principal amount of 7.75 percent convertible subordinated
debentures due 2027 from CMS Energy.

* Restated, see Note 1.

The accompanying condensed notes are an integral part of these statements.

</TABLE>

<PAGE>
<PAGE>  29

<TABLE>
                                                 CMS Energy Corporation
                                          Consolidated Statements of Cash Flows
                                                       (Unaudited)
<CAPTION>
                                                                     Nine Months Ended        Twelve Months Ended
September 30                                                         1998        1997*          1998        1997*
                                                                                                      In Millions
<S>                                                               <C>          <C>           <C>          <C>    
Cash Flows from Operating Activities
  Consolidated net income                                         $   234      $   185       $   293      $   223
    Adjustments to reconcile net income to net cash
      provided by operating activities
        Depreciation, depletion and amortization (includes
          nuclear decommissioning of $38, $37, $51 and $49,
          respectively)                                               347          342           472          458
        Deferred income taxes and investment tax credit                61           11            74           30
        Loss on MCV power purchases                                    37            -            37            -
        Capital lease and debt discount amortization                   29           36            37           44
        Accretion expense                                              12           13            16           14
        Accretion income - abandoned Midland project                   (5)          (6)           (7)          (8)
        Undistributed earnings of related parties                     (36)         (40)          (54)         (47)
        MCV power purchases                                           (48)         (47)          (63)         (67)
        Cumulative effect of accounting change for property taxes     (66)           -           (66)           -
        Other                                                          (8)         (10)           (7)           7
        Changes in other assets and liabilities                      (171)        (150)          (56)        (179)
                                                                  -------      -------       -------      -------
          Net cash provided by operating activities                   386          334           676          475
                                                                  -------      -------       -------      -------
Cash Flows from Investing Activities
  Capital expenditures (excludes assets placed under
    capital lease)                                                   (448)        (509)         (617)        (740)
  Investments in partnerships and unconsolidated subsidiaries        (234)        (588)         (476)        (604)
  Cost to retire property, net                                        (65)         (26)          (68)         (37)
  Investments in nuclear decommissioning trust funds                  (38)         (37)          (51)         (49)
  Investment in Electric Restructuring Implementation Plan             (9)           -           (10)           -
  Other                                                                (7)         (27)            8          (23)
  Proceeds from sale of property                                       56           46            59           91
  Proceeds from nuclear decommissioning trust funds                    43            -            43            -
  Proceeds from FMLP                                                   12            -            12            -
                                                                  -------      -------       -------      -------
          Net cash used in investing activities                      (690)      (1,141)       (1,100)      (1,362)
                                                                  -------      -------       -------      -------
Cash Flows from Financing Activities
  Proceeds from bank loans, notes and bonds                         1,636          827         2,023          875
  Issuance of common stock                                             49           60           213          126
  Retirement of bonds and other long-term debt                       (621)         (73)       (1,069)         (73)
  Repayment of bank loans                                            (520)         (32)         (517)         (24)
  Payment of common stock dividends                                  (102)         (87)         (134)        (115)
  Increase (decrease) in notes payable, net                           (80)          61           (92)          53
  Payment of capital lease obligations                                (26)         (35)          (35)         (42)
  Proceeds from preferred securities                                    -          286             -          286
  Retirement of preferred stock                                         -         (120)            -         (120)
  Retirement of common stock                                            -           (2)            -           (2)
                                                                  -------      -------       -------      -------
          Net cash provided by financing activities                   336          885           389          964
                                                                  -------      -------       -------      -------
Net Increase (Decrease) in Cash and Temporary Cash Investments         32           78           (35)          77

Cash and Temporary Cash Investments, Beginning of Period               69           58           136           59
                                                                  -------      -------       -------      -------
Cash and Temporary Cash Investments, End of Period                $   101      $   136       $   101      $   136
                                                                  =======      =======       =======      =======

Other cash flow activities and non-cash investing and financing activities were:
Cash transactions
  Interest paid (net of amounts capitalized)                      $   229      $   201       $   321      $   267
  Income taxes paid (net of refunds)                                   51           57            61           78
Non-cash transactions
  Nuclear fuel placed under capital lease                         $    21      $     4       $    21      $    24
  Other assets placed under capital leases                             11            5            12            6
                                                                  =======      =======       =======      =======
<FN>

All highly liquid investments with an original maturity of three months or less are considered cash equivalents.

*Restated, see Note 1.

The accompanying condensed notes are an integral part of these statements.

</TABLE>
<PAGE>
<PAGE>  30

<TABLE>

                                                 CMS Energy Corporation
                                 Consolidated Statements of Common Stockholders' Equity
                                                       (Unaudited)
<CAPTION>

                                                 Three Months Ended      Nine Months Ended    Twelve Months Ended
September 30                                      1998        1997*      1998        1997*      1998        1997*
                                                                                                      In Millions
<S>                                             <C>         <C>        <C>          <C>       <C>          <C> 
Common Stock
  At beginning and end of period                $    1       $    1    $    1       $    1    $    1       $    1
                                                ------       ------    ------       ------     -----       ------
Other Paid-in Capital
  At beginning of period                         2,297        2,075     2,267        2,045     2,103        1,979
  Common stock reacquired                            -           (2)        -           (2)        -           (2)
  Common stock issued:
    CMS Energy                                      18           28        45           56       206          120
    Class G                                          1            2         4            4         7            6
                                                ------       ------    ------       ------    ------       ------
      At end of period                           2,316        2,103     2,316        2,103     2,316        2,103
                                                ------       ------    ------       ------    ------       ------
Revaluation Capital
  At beginning of period                            (6)          (6)       (6)          (6)       (4)          (7)
  Change in unrealized investment-gain
    (loss) (a)                                     (10)           2       (10)           2       (12)           3
                                                ------       ------    ------       ------    ------       ------
      At end of period                             (16)          (4)      (16)          (4)      (16)          (4)
                                                ------       ------    ------       ------    ------       ------
Foreign Currency Translation
  At beginning of period                          (123)           -       (96)           -       (45)           -
  Change in foreign currency
    translation (a)                                 (9)         (45)      (36)         (45)      (87)         (45)
                                                ------       ------    ------       ------    ------       ------
      At end of period                            (132)         (45)     (132)         (45)     (132)         (45)
                                                ------       ------    ------       ------    ------       ------
Retained Earnings (Deficit)
  At beginning of period                          (292)        (435)     (379)        (504)     (406)        (514)
  Consolidated net income (a)                       81           60       234          185       293          223
  Common stock dividends declared:
    CMS Energy                                     (33)         (28)      (94)         (80)     (123)        (105)
    Class G                                         (3)          (3)       (8)          (7)      (11)         (10)
                                                ------       ------    ------       ------    ------       ------
      At end of period                            (247)        (406)     (247)        (406)     (247)        (406)
                                                ------       ------    ------       ------    ------       ------
Total Common Stockholders' Equity               $1,922       $1,649    $1,922       $1,649    $1,922       $1,649
                                                ======       ======    ======       ======    ======       ======

(a)       Disclosure of Comprehensive Income:
          Revaluation capital
            Unrealized investment-gain
              (loss), net of tax of $5, $-, $5,
              $-, $6 and $(1), respectively     $  (10)      $    2    $  (10)      $    2    $  (12)      $    3
          Foreign currency translation              (9)         (45)      (36)         (45)      (87)         (45)
          Consolidated net income                   81           60       234          185       293          223
                                                ------       ------    ------       ------    ------       ------
          Total Consolidated Comprehensive
            Income                              $   62       $   17    $  188       $  142    $  194       $  181
                                                ======       ======    ======       ======    ======       ======

<FN>

* Restated, see Note 1.

The accompanying condensed notes are an integral part of these statements.

</TABLE>
<PAGE>
<PAGE> 31 

                           CMS Energy Corporation
            Condensed Notes to Consolidated Financial Statements


These Consolidated Financial Statements and their related Condensed Notes
should be read along with the Consolidated Financial Statements and Notes
contained in the 1997 Form 10-K and the restated financial information in
a Form 8-K dated July 30, 1998 of CMS Energy, which include the Reports of
Independent Public Accountants.  Certain prior year amounts have been
reclassified to conform with the presentation in the current year.  In the
opinion of management, the unaudited information herein reflects all
adjustments necessary to assure the fair presentation of financial
position, results of operations and cash flows for the periods presented.

1:   Corporate Structure, Basis of Presentation And Changes of Significant
Accounting Policies

Corporate Structure and Basis of Presentation

CMS Energy is the parent holding company of Consumers and Enterprises. 
Consumers is a combination electric and gas utility company serving the
Lower Peninsula of Michigan and is the principal subsidiary of CMS Energy. 
Consumers' customer base includes a mix of residential, commercial and
diversified industrial customers, the largest segment of which is the
automotive industry.  Enterprises is engaged in several domestic and
international energy-related businesses including:  acquisition,
development and operation of independent power production facilities; oil
and gas exploration and production; transmission, storage, and processing
of natural gas; energy marketing, services and trading; and international
energy distribution.

CMS Energy uses the equity method of accounting for investments in
companies and partnerships where it has more than a 20 percent but less
than a majority ownership interest and includes these results in operating
income.  For the three, nine and twelve month periods ended September 30,
1998,  undistributed equity earnings were $2 million, $36 million and $54
million, respectively, compared to $19 million, $40 million and $47
million for the three, nine and twelve month periods ended September 30,
1997.

Foreign currency translation adjustments relating to the operation of CMS
Energy's long-term investments in foreign countries are included in common
stockholders' equity.  As of September 30, 1998 the cumulative foreign
currency translation adjustment was $132 million relating primarily to the
U.S. and Australian dollar exchange rate fluctuations related to Loy Yang. 
From January 1, 1998 through September 30, 1998, the change in the foreign
currency translation adjustment totaled $36 million.  

In October 1998, CMS Energy changed the name of its oil and gas
exploration and production business to CMS Oil and Gas Company, formerly
known as CMS NOMECO Oil & Gas Co.

In 1997, the FASB issued SFAS 130, Reporting Comprehensive Income.  This
statement, which is effective for 1998 financial statement reporting,
establishes standards for reporting and display of comprehensive income
and its components.  Equity adjustments related to unrealized investment
gains and losses (net of tax) and foreign currency translation, along with
consolidated net income, comprise comprehensive income.

Change in Method of Accounting for Property Taxes

During the first quarter of 1998, Consumers implemented a change in the
method of accounting for property taxes so that such taxes are recognized
during the fiscal period of the taxing authority for which the taxes are
levied.  This change provides a better matching of property tax expense
with the services provided by the taxing authorities, and is considered
the most acceptable basis of recording property taxes.  Prior to 1998,
Consumers recorded property taxes monthly during the year following the
assessment date (December 31).  The cumulative effect of this one-time
change in accounting increased other income by $66 million, and earnings,
net of tax, by $43 million or $.40 per share.  The pro forma effect on
prior years' consolidated net income of retroactively recording property
taxes as if the new method of accounting had been in effect for all
periods presented is not material.

Change in Method of Accounting For Investments in Oil and Gas Properties

CMS Oil and Gas elected to convert effective January 1, 1998 from the full
cost method to the successful efforts method of accounting for its
investments in oil and gas properties.  CMS Oil and Gas believes this
accounting change will more accurately present the results of its
exploration and development activities and minimize asset write-offs
caused by periodic price swings, which may not be representative of
overall or long-term markets.  In addition, the FASB has stated a
preference for the use of successful efforts accounting.  Nitrotec, in
which CMS Gas Transmission has an equity investment, also elected to
convert effective January 1, 1998 from the full cost method of accounting
to the successful efforts method of accounting.  Accordingly, all prior
period financial statements have been restated to conform with successful
efforts accounting.  The effect, after tax, of the change in accounting
method as of December 31, 1997, was a reduction to retained earnings of
$175 million for CMS Oil and Gas and $15  million for CMS Gas
Transmission, primarily attributable to a decrease in net plant and
property and deferred tax liability of $270 million and $95  million,
respectively, for CMS Oil and Gas and a $15 million decrease in CMS Gas
Transmission's equity investment in Nitrotec.  For the three, nine and
twelve months ended September 30, 1997, the combined effects of the
changes in accounting method resulted in decreases to net income of $6
million ($.06 per share), $19 million ($.19 per share), and $25 million
($.26 per share), respectively.

Oil and Gas Properties

CMS Oil and Gas utilizes the successful efforts method of accounting for
its investments in oil and gas properties.  CMS Oil and Gas capitalizes
the costs of property acquisitions, successful exploratory wells, all
development costs, and support equipment and facilities when incurred.  It
expenses unsuccessful exploratory wells when they are determined to be
non-productive.  CMS Oil and Gas also charges to expense production costs,
overhead, and all exploration costs other than exploratory drilling as
incurred.  Depreciation, depletion and amortization of proved oil and gas
properties is determined on a field-by-field basis using the unit-of-
production method over the life of the remaining proved reserves. 



Business Combination

In October 1998, CMS Energy exchanged 1.4 million shares of CMS Energy
Common Stock for  100% of the outstanding common stock of Continental
Natural Gas, Inc. ("CNG"), an energy company engaged in gathering,
processing, purchasing and marketing natural gas and natural gas liquids
in Oklahoma and Texas.   The acquisition of CNG will be accounted for as a
pooling of interests, and all consolidated financial data for the periods
subsequent to December 31, 1997 will be restated to include the financial
data of CNG.  The financial data of the pooled companies prior to January
1, 1998 will not be materially different from that previously reported by
CMS Energy, and thus will not be restated.  

2:   Uncertainties

Consumers' Electric Business Unit Contingencies

Electric Environmental Matters:  The Clean Air Act limits emissions of
sulfur dioxide and nitrogen oxides and requires emissions monitoring. 
Consumers' coal-fueled electric generating units burn low-sulfur coal and
are currently operating at or near the sulfur dioxide emission limits that
will be effective in the year 2000.  During the past few years, in order
to comply with the Act, Consumers incurred capital expenditures totaling
$46 million to install equipment at certain generating units.  Consumers
estimates capital expenditures for ongoing and proposed modifications at
other coal-fueled units to be an additional $26 million by the year 2000. 
Management believes that these expenditures will not materially affect
Consumers' annual operating costs.

Consumers currently operates within all Clean Air Act requirements and
meets current emission limits.  The Act requires the EPA to review,
periodically, the effectiveness of the national air quality standards in
preventing adverse health affects.  In 1997 the EPA revised these
standards.  Monitoring for the new standards is reasonably likely to
result in further limitations on small particulate and ozone related
emissions. 

Following completion of the Ozone Transport Assessment Group process and
requests by several Northeastern states, in September 1998, the EPA
Administrator signed final regulations requiring the State of Michigan to
further limit nitrogen oxide emissions.  Fossil-fueled emitters, such as
Consumers' generating units, can anticipate reduction in nitrogen oxide
emissions by 2003 to only 32 percent of levels allowed for the year 2000. 
The State of Michigan has one year to submit an implementation plan.  It
is unlikely that the State of Michigan will establish Consumers' nitrogen
oxide emissions reduction target until mid-to-late 1999.  Until this
target is established, the estimated cost of compliance is subject to
significant revision.

The preliminary estimate of capital costs to reduce nitrogen oxide-related
emissions for Consumers' fossil-fueled generating units is approximately
$290 million, plus an additional amount totaling $10 million per year for
operation and maintenance costs.  Consumers may need an equivalent amount
of capital expenditures and operation and maintenance costs to comply with
the new small particulate standards.  The State of Michigan has objected
to the extent of the required EPA emission reductions.  If a court were to
order the EPA to adopt the State of Michigan's position, costs could be
less than the current estimated amounts.  

Under the Michigan Natural Resources and Environmental Protection Act,
Consumers expects that it will ultimately incur investigation and remedial
action costs at a number of sites.  Nevertheless, it believes that these
costs are properly recoverable in rates under current ratemaking policies.

Consumers is a so-called potentially responsible party at several
contaminated sites administered under Superfund.  Superfund liability is
joint and several; along with Consumers, many other creditworthy,
potentially responsible parties with substantial assets cooperate with
respect to the individual sites.  Based upon past negotiations, Consumers
estimates that its share of the total liability for the known Superfund
sites will be between $3 million and $9 million.  At September 30, 1998,
Consumers has accrued $3 million for its estimated Superfund liability.

While decommissioning Big Rock, Consumers found that some areas of the
plant have coatings that contain both metals and PCBs.  Consumers does not
believe that any facility in the United States currently accepts the
radioactive portion of that waste.  The cost of removal and disposal is
currently unknown.  These costs would constitute part of the cost to
decommission the plant, and will be paid from the decommissioning fund. 
Consumers is studying the extent of the contamination and reviewing
options.

Stray Voltage:  Various parties have sued Consumers relating to the effect
of so-called stray voltage on certain livestock.  Claimants contend that
stray voltage results when low-level electrical currents present in
grounded electrical systems are diverted from their intended path. 
Consumers maintains a policy of investigating all customer calls regarding
stray voltage and working with customers to address their concerns.  It
also has an ongoing mitigation program to modify the service of all
customers with livestock.

In December 1997, the Michigan Supreme Court remanded for further
proceedings a 1994 Michigan trial court decision that refused to allow the
claims of over 200 named plaintiffs to be joined in a single action.  The
trial court dismissed all of the plaintiffs except the first-named
plaintiff, allowing the others to re-file separate actions.  Of the
original plaintiffs, only 49 re-filed separate cases.  All of those 49
cases have been resolved.  The Michigan Supreme Court remanded the matter,
finding that the proper remedy for misjoinder was not dismissal, but to
automatically allow each case to go forward separately.  Consumers filed a
motion for reconsideration with the Michigan Supreme Court, which was
denied.  As a result, 21 individual plaintiffs  elected to exercise their
right to proceed with separate actions.  Consumers has now resolved all 21
of those cases.  As of November 3, 1998, Consumers had 3 individual stray
voltage lawsuits awaiting trial court action, down from 12 cases as
reported at year end 1997.

Anti-Trust:  In October 1997, two independent power producers sued
Consumers and CMS Energy in a federal court.  The suit alleges antitrust
violations relating to contracts which Consumers entered into with some of
its customers and claims relating to power facilities.  The plaintiffs
claim damages of $100 million (which a court can treble in antitrust cases
as provided by law).  In September 1998, the court issued an opinion and
order granting CMS Energy's motion to dismiss.  The court has not yet
ruled on Consumers' motion to dismiss.  Consumers believes the lawsuit is
without merit and will vigorously defend against it, but cannot predict
the outcome of this matter.

Consumers' Electric Business Unit Rate Matters

Electric Proceedings:  In 1996, the MPSC issued a final order that
authorized Consumers to recover costs associated with the purchase of the
additional 325 MW of MCV Facility capacity (see "Power Purchases from the
MCV Partnership" in this Note) and recover its nuclear plant investment by
increasing prospective annual nuclear plant depreciation expense by $18
million, with a corresponding decrease in fossil-fueled generating plant
depreciation expense.  It also established an experimental direct-access
program.  Customers having a maximum demand of at least 2 MW are eligible
to purchase generation services directly from any eligible third-party
power supplier and Consumers would transmit the power for a fee.  The
direct-access program is limited to 134 MW of load.  In accordance with
the MPSC order, Consumers held a lottery in April 1997 to select the
customers to participate in the direct-access program.  Subsequently,
direct access for a portion of this 134 MW began in late 1997.  Consumers
expects the remaining amount of direct access to begin later in 1998.

In January 1998, the Court of Appeals affirmed an MPSC conclusion that the
MPSC has statutory authority to authorize an experimental electric retail
wheeling program.  By its terms, no retail wheeling has yet occurred
pursuant to that program.  In October 1998, the Michigan Supreme Court
issued an order granting Consumers' application for leave to appeal.   A
decision by the Michigan Supreme Court in this matter is expected in mid-
1999.

For information on other orders, see the Electric Restructuring section
below.

Electric Restructuring:  As part of ongoing proceedings relating to the
restructuring of the electric utility industry in Michigan, in June 1997
the MPSC issued an order proposing that beginning January 1, 1998
Consumers transmit and distribute energy on behalf of competing power
suppliers to serve retail customers.  

Subsequent to the June 1997 order, the MPSC issued further restructuring
orders in October 1997 and in January and February 1998.  These orders
provide for:  1) the recovery of estimated Transition Costs of $1.755
billion through a charge to all direct-access customers until the end of
the transition period in 2007, subject to an adjustment through a true-up
mechanism; 2) the commencement of the phase-in of direct-access in 1998;
3) the suspension of the power supply cost recovery clause; and 4) all
customers to be free to choose power suppliers on January 1, 2002.  See
"Other Electric Uncertainties" below for further information regarding the
effect of the PSCR suspension on the recovery of MCV Facility capacity
charges.  Consumers believes that the Transition Cost surcharge will apply
to all customers beginning in 2002.  The recovery of prudent costs of
implementing a direct-access program, estimated at an additional $200
million, would be reviewed for prudence and recovered via a charge
approved by the MPSC.  Nuclear decommissioning costs will also continue to
be collected through a separate surcharge to all customers.  Consumers
expects Michigan legislative consideration of the entire subject of
electric industry restructuring in 1998.  To be acceptable to Consumers,
the legislation would have to provide for full recovery of Transition
Costs.  Consumers expects the legislature to review all of the policy
choices made by the MPSC during the restructuring proceedings to assure
that they are in accord with those that the legislature believes should be
paramount.

There are numerous appeals pending at the Court of Appeals relating to the
MPSC's restructuring orders, including appeals by Consumers and Detroit
Edison.  Consumers believes that the MPSC lacks statutory authority to
mandate industry restructuring, and its appeal is limited to this
jurisdictional issue. 

As a result of an informal process involving consultations with MPSC staff
and other interested parties, as directed in the MPSC's February 1998
order, Consumers submitted to the MPSC in June 1998 its plan for
implementing direct access.  The primary issues addressed in the plan are: 
1) the implementation schedule;  2) the direct-access service options
available to customers and suppliers; 3) the process and requirements for
customers and others to obtain direct-access service; and 4) the roles and
responsibilities for Consumers, customers and suppliers.  Under the
schedule in the plan, Consumers will, over the 1998-2001 period, phase-in
750 MW of retail customer load to direct-access customers.  At one time,
300 MW of direct-access load was to be opened for bidding in 1998, and an
additional 150 MW each year from 1999 to 2001.  This plan is consistent
with the previous orders regarding the phase-in process.  Due to the time
required for the MPSC to review the plan, Consumers does not believe
direct access will commence prior to the first quarter of 1999.  For
further information regarding the effects of the restructuring on
accounting methods, see Consumers' Electric Business Unit Outlook -
Electric Application of SFAS 71 in the MD&A.  CMS Energy cannot predict
the outcome or timing of electric restructuring on CMS Energy's financial
position, liquidity, or results of operations.

On October 2, 1998, Consumers initiated a process for the solicitation of
bids to acquire Consumers' rights to 1,240 MW of contract capacity and
associated energy under its PPA with the MCV Partnership. Consumers' 
rights to the 1,240 MW of contract capacity and associated energy are
being offered in one 1,240 MW block or in two 620 MW pieces, for the
period from the effective date in 1999 through either September 2007 or
March 2025.

Consumers has reserved the right at any time, in its sole discretion, to
terminate the bidding process or to reject any or all bids.  Consumers
will not consummate a transaction unless important customer benefits flow
from that transaction.  Any such transaction would be subject to the
approval of Consumers' Board of Directors and obtaining satisfactory rate
making and accounting treatment from the MPSC and the FERC with respect to
the definitive agreements, including any necessary approval by FERC of the
transfer of the 1,240 MW of contract capacity and associated energy.

In an order issued October 12, 1998, the MPSC delayed its consideration of
the auction process until the definitive agreements with the winning
bidder(s) are presented for review, but stated that Consumers' approach
offers a legitimate way to utilize independent market forces to determine
the above-market or stranded portion of Consumers' obligations under the
PPA with the MCV Partnership.  Consumers anticipates that such definitive
agreements, if any, will be negotiated by early February 1999 and
appropriate filings will be made with MPSC for consideration during the
first quarter of 1999.

Other Consumers' Electric Business Unit Uncertainties

The Midland Cogeneration Venture:  The MCV Partnership, which leases and
operates the MCV Facility, contracted to sell electricity to Consumers for
a 35-year period beginning in 1990 and to supply electricity and steam to
Dow.  Consumers, through two wholly owned subsidiaries, holds the
following assets related to the MCV Partnership and MCV Facility:  1)
CMS Midland owns a 49 percent general partnership interest in the MCV
Partnership; and 2) CMS Holdings holds, through FMLP, a 35 percent lessor
interest in the MCV Facility.

Summarized Statements of Income for CMS Midland and CMS Holdings-

                                                             In Millions
--------------------------------------------------------------------------
               Three Months Ended  Nine Months Ended  Twelve Months Ended
September 30          1998   1997       1998    1997        1998     1997
--------------------------------------------------------------------------

Pretax operating 
 income              $13    $18        $36      $36         $46       $45
Income taxes 
 and other             4      6         11       11          14        13
-------------------------------------------------------------------------

Net income           $ 9    $12        $25      $25         $32       $32
=========================================================================

Power Purchases from the MCV Partnership- After September 2007, pursuant
to the terms of the PPA and related undertakings, Consumers will only be
required to pay the MCV Partnership the capacity charge and energy charge
amounts authorized for recovery from electric customers by the MPSC. 
Currently, Consumers' annual obligation to purchase capacity from the MCV
Partnership is 1,240 MW through the termination of the PPA in 2025.  The
PPA provides that Consumers is to pay the MCV Partnership a  levelized
average capacity charge of 3.77 cents per kWh, a fixed energy charge, and
a variable energy charge based primarily on Consumers' average cost of
coal consumed.  The MPSC has, since January 1, 1993, permitted Consumers
to recover capacity charges averaging 3.62 cents per kWh for 915 MW, plus
a substantial portion of the fixed and variable energy charges.  Beginning
January 1, 1996, the MPSC has also permitted Consumers to recover capacity
charges for the remaining 325 MW of MCV Facility contract capacity.  The
order approving such recovery indicated that the recoverable capacity
charge for the 325 MW would gradually increase from an initial average
charge of 2.86 cents per kWh to an average charge of 3.62 cents per kWh by
2004, which latter would be collected thereafter. Because the MPSC
suspended the PSCR process as part of the electric industry restructuring
order (see "Electric Restructuring" in this Note), Consumers expects to
recover the future increases approved for the 325 MW capacity through an
adjustment to the frozen PSCR level; this adjustment is currently under
consideration by the MPSC. 

Consumers recognized a loss in 1992 for the present value of the estimated
future underrecoveries of power costs under the PPA.  At September 30,
1998 and December 31,1997, the after-tax present value of the PPA
liability totaled $118 million and $117 million, respectively.  The
increase in the liability since December 31, 1997 reflects an additional
$37 million accrual ($24 million after-tax) for higher than anticipated
MCV Facility availability levels experienced in prior periods and an
after-tax  accretion expense of $8 million, partially offset by after-tax
cash underrecoveries of $31 million.  The undiscounted after-tax amount
associated with the liability totaled $170 million at September 30, 1998. 
The after-tax cash underrecoveries are currently based on the assumption
that the MCV Facility will be available to generate electricity 91.5
percent of the time over its expected life.  For the first nine months of
1998 the MCV Facility was available 99.3 percent of the time, resulting in
$14 million over anticipated after-tax cash underrecoveries.  Consumers
believes it will continue to experience after-tax cash underrecoveries
associated with the PPA in amounts comparable to those shown below.


                                                           In Millions
----------------------------------------------------------------------
                                      1998   1999   2000   2001   2002
----------------------------------------------------------------------

Estimated cash underrecoveries, 
 net of tax                            $37   $22     $21    $20    $19
======================================================================

Consumers bases the above estimated underrecoveries, in part, on an
estimate of the future availability of the MCV Facility.  If the MCV
Facility operates at levels above management's estimate over the remainder
of the PPA, Consumers will need to recognize losses for future
underrecoveries larger than amounts previously recorded.  Therefore,
Consumers would experience larger amounts of cash underrecoveries than
originally anticipated.  Management will continue to evaluate the adequacy
of the accrued liability considering actual MCV Facility operations.

In February 1998, the MCV Partnership filed a claim of appeal from the
January 1998 and February 1998 MPSC orders in the electric utility
industry restructuring.  At the same time, the MCV Partnership filed suit
in the U.S. District Court seeking a declaration that the MPSC's failure
to provide Consumers and the MCV Partnership a certain source of recovery
of capacity payments after 2007 deprived the MCV Partnership of its rights
under the Public Utilities Regulatory Policies Act of 1978.  The MCV
Partnership is seeking to prohibit the MPSC from implementing portions of
the order.

PSCR Matters Related to Power Purchases from the MCV Partnership- As part
of a 1995 decision in the 1993 PSCR reconciliation case, the MPSC
disallowed a portion of the costs related to purchases from the MCV
Partnership and instead assumed recovery of those costs from wholesale
customers.  Consumers believed this was contrary to the terms of an
earlier 1993 settlement order and appealed.  The MCV Partnership and ABATE
also filed separate appeals of this order.  In November 1996, the Court of
Appeals affirmed the MPSC's 1995 decision.  The MCV Partnership filed an
application for leave to appeal with the Michigan Supreme Court which was
denied in January 1998.  This matter is now closed.

Nuclear Matters:  Consumers filed updated decommissioning information with
the MPSC in 1995 that estimated decommissioning costs for Big Rock and
Palisades.  In April 1996, the MPSC issued an order in Consumers' nuclear
decommissioning case, which fully supported Consumers' request and did not
change the overall surcharge revenues collected from retail customers. 
The MPSC ordered Consumers to file a report on the adequacy of the
surcharge revenues with the MPSC at three-year intervals beginning in
1998.  On March 31, 1998, Consumers filed with the MPSC a new
decommissioning cost estimate for Big Rock and Palisades of $294 million
and $518 million (in 1997 dollars) respectively.  The estimated
decommissioning costs decreased from previous estimates primarily due to a
decrease in offsite burial costs.  Consumers recommended a reallocation of
its existing surcharge between the two plants on January 1, 1999 to
provide additional funds to decommission Big Rock.  Consumers filed a
revision to its Post Shutdown Activities Report (formerly decommissioning
report) with the NRC to reflect the shutdown of Big Rock.

Big Rock is being decommissioned.  It was closed permanently on August 29,
1997 because management determined that it would be uneconomical to
operate in an increasingly competitive environment.  Consumers had
originally scheduled the plant to close May 31, 2000, at the end of the
plant's operating license.  Plant decommissioning began in September 1997
and may take five to ten years to return the site to its original
condition.

In January 1997, the NRC issued its Systematic Assessment of Licensee
Performance report for Palisades.  The report rated all areas as good,
unchanged from the previous assessment.   The NRC suspended the Systematic
Assessment of Licensee Performance process for all licensees.   Palisades
was  to have been reevaluated in September 1998.

Palisades' temporary on-site storage pool for spent nuclear fuel is at
capacity.  Consequently, Consumers is using NRC-approved steel and
concrete vaults, commonly known as "dry casks", for temporary on-site
storage. 

As of September 30, 1998 Consumers had loaded 13 dry storage casks with
spent nuclear fuel at Palisades.  Consumers plans to load five additional
casks at Palisades in 1999 pending approval by the NRC.  In June 1997, the
NRC approved Consumers' process for unloading spent fuel from a cask at
Palisades previously discovered to have minor weld flaws.  Consumers
intends to transfer the spent fuel to a new transportable cask when one is
available. 

A planned outage for refueling and maintenance at Palisades was completed
June 7, 1998.  Consumers replaced 60 nuclear fuel assemblies in the
plant's reactor during the outage.

The NRC requires Consumers to make certain calculations and report to it
on the continuing ability of the Palisades reactor vessel to withstand
postulated pressurized thermal shock events during its remaining license
life, considering the embrittlement of reactor vessel materials over time
due to operation in a radioactive environment.  Based on continuing
analysis of data in December 1996, Consumers received an interim Safety
Evaluation Report from the NRC indicating that the reactor vessel can be
safely operated through 2003 before reaching the NRC's screening criteria
for reactor embrittlement.  Consumers believes that with fuel management
designed to minimize embrittlement, it can operate Palisades to the end of
its license life in the year 2007 without annealing the reactor vessel. 
Nevertheless, Consumers will continue to monitor the matter.

Consumers Gas Group Contingencies

Gas Environmental Matters:  Under the Michigan Natural Resources and
Environmental Protection Act, Consumers expects that it will ultimately
incur investigation and remedial action costs at a number of sites,
including some 23 sites that formerly housed manufactured gas plant
facilities, even those in which it has a partial or no current ownership
interest.  In 1998 Consumers plans to study indoor air issues at
residences on some sites and ground water impacts or surface soil impacts
at other sites.  On sites where Consumers has received site-wide study
plan approvals, it will continue to implement these plans.  It will also
work toward closure of environmental issues at sites as studies are
completed.  Data available to Consumers and its continued internal review
have resulted in an estimate for all costs related to investigation and
remedial action for all 23 sites of between $48 million and $98 million of
which Consumers accrued a liability for $48 million.  These estimates are
based on undiscounted 1998 costs.  As of September 30,1998, Consumers has
a remaining accrued liability of $46 million and a regulatory asset for
approximately the same amount.  Any significant change in assumptions,
such as remediation techniques, nature and extent of contamination, and
legal and regulatory requirements, could affect the estimate of remedial
action costs for the sites.  According to an MPSC rate order issued in
1996, Consumers will defer and amortize, over a period of ten years,
environmental clean-up costs above the amount currently being recovered in
rates.  Rate recognition of amortization expense will not begin until
after a prudence review in a general rate case.  The order authorizes
current recovery of $1 million annually.  Consumers has initiated a
lawsuit against certain insurance companies regarding coverage for some or
all of the costs that it may incur for these sites.




Consumers Gas Group Matters

Gas Restructuring:  In December 1997, the MPSC approved Consumers'
application to implement a statewide experimental gas transportation pilot
program.  Consumers' expanded experimental program will extend over a
three-year period, eventually allowing 300,000 residential, commercial and
industrial retail gas sales customers to choose their gas supplier.  The
program is voluntary for natural gas customers.  Participating customers
are being selected on a first-come, first-served basis, up to a limit of
100,000 customers beginning April 1, 1998.  As of October 23, 1998, more
than 80,000 customers chose alternative gas suppliers, representing
approximately 24 bcf of gas load.  Of these alternative gas suppliers, one
was a CMS Energy affiliate.  Up to 100,000 more customers may be added
beginning April 1 of each of the next two years.  Customers choosing to
remain as sales customers of Consumers will not see a rate change in their
natural gas rates.  The order allowing the implementation of this program: 
1) suspends Consumers' gas cost recovery clause, effective April 1, 1998
for a three-year period, establishing a gas commodity cost at a fixed rate
of $2.84 per mcf; 2) establishes an earnings sharing mechanism that will
provide for refunds to customers if Consumers' earnings during the three-
year term of the program exceed certain pre-determined levels; and 3)
establishes a gas transportation code of conduct that addresses concerns
about the relationship between Consumers and marketers, including its
affiliated marketers.  This experimental program will allow competing gas
suppliers, including marketers and brokers, to market natural gas to a
large number of retail customers in direct competition with Consumers.  In
January 1998, the Attorney General, ABATE and other parties filed claims
of appeal regarding the program with the Court of Appeals.  For further
information regarding the effects of the restructuring on accounting
methods, see Consumers' Gas Group Outlook - Application of SFAS 71 in the
MD&A.

Other Uncertainities

CMS Generation Environmental Matters: CMS Generation does not currently
expect to incur significant capital costs, if any, at its power facilities
to comply with current environmental regulatory standards.

Capital Expenditures:  CMS Energy estimates capital expenditures,
including investments in unconsolidated subsidiaries and new lease
commitments, of $1.340 billion for 1998, $3.585 billion for 1999 (which
includes approximately $2.2 billion for pending acquisition of the
Panhandle Companies), and $1.390 billion for 2000.  For further
information, see the Capital Resources and Liquidity-Capital Expenditures
in the MD&A.

Other: As of September 30, 1998, CMS Energy and Enterprises have
guaranteed up to $415 million in contingent obligations of unconsolidated
affiliates and related parties.

In addition to the matters disclosed in this note, Consumers and certain
other subsidiaries of CMS Energy are parties to certain lawsuits and
administrative proceedings before various courts and governmental agencies
arising from the ordinary course of business.  These lawsuits and
proceedings may involve personal injury, property damage, contractual
matters, environmental issues, federal and state taxes, rates, licensing
and other matters.

CMS Energy has accrued estimated losses for certain contingencies
discussed in this Note.  Resolution of these contingencies is not expected
to have a material adverse impact on CMS Energy's  financial position,
liquidity, or results of operations.


3:  Short-Term and Long-Term Financings, and Capitalization

CMS Energy:  CMS Energy's Senior Credit Facilities consist of a $600
million three-year revolving credit facility and a five-year $125 million
term loan facility.  Additionally, CMS Energy has unsecured lines of
credit and letters of credit in an aggregate amount of $167 million.  At
September 30, 1998, the total amount utilized under the Senior Credit
Facilities was $407 million, including $47 million of contingent
obligations, and under the unsecured lines of credit and letters of credit
was $51 million.

At September 30, 1998 CMS Energy has $123 million of Series A GTNs, $125
million of Series B GTNs, $150 million of Series C GTNs, and $198 million
of Series D GTNs issued and outstanding with weighted average interest
rates of 7.8 percent, 7.9 percent, 7.7 percent, and 7.0 percent,
respectively.

In January 1998, a Delaware statutory business trust established by CMS
Energy sold $180 million of certificates due January 15, 2005 in a public
offering.  In exchange for those proceeds, CMS Energy sold to the trust
$180 million aggregate principal amount of 7 percent Extendible Tenor Rate
Adjusted Securities due January 15, 2005.  Net proceeds to CMS Energy from
the sale totaled $176 million.  

In March 1998, CMS Energy and an affiliated business trust filed a shelf
registration statement with the SEC pursuant to Rule 415 of the Securities
Act, for the issuance and the sale of an additional $200 million of CMS
Energy Common Stock, Class G Common Stock, subordinated debentures, stock
purchase contracts, stock purchase units, and Trust Preferred Securities.

In August 1998, CMS Energy filed a shelf registration statement with the
SEC pursuant to Rule 415 of the Securities Act, for the issuance and the
sale of $400 million of General Term Notes  Series E.
 
On November 10, 1998, CMS Energy sold 4.5 million new shares of CMS Energy
Common Stock in a block trade.  The net proceeds of aproximately $208
million will be used for general corporate purposes.

The primary asset of CMS Energy Trust I is $178 million principal amount
of 7.75 percent convertible subordinated debentures due 2027 from CMS
Energy.

Consumers:  At November 1, 1998, Consumers had remaining FERC
authorization to:  1) issue or guarantee through June 2000, up to $900
million of short-term securities outstanding at any one time; 2)
guarantee, through 1999, up to $25 million in loans made by others to
residents of Michigan for making energy-related home improvements; and 3)
issue through June 2000, up to $900 million long-term securities with
maturities up to 30 years for refinancing purposes.

Consumers has an unsecured $425 million credit facility and unsecured
lines of credit aggregating $130 million.  These facilities are available
to finance seasonal working capital requirements and to pay for capital
expenditures between long-term financings.  At September 30, 1998, a total
of $302 million was outstanding at a weighted average interest rate of 6.3
percent, compared with $389 million outstanding at September 30, 1997, at
a weighted average interest rate of 6.2 percent.  In January 1998,
Consumers entered into interest rate swaps totaling $300 million.  These
swap arrangements have had an immaterial effect on interest expense.

Consumers also has in place a $500 million trade receivables sale program. 
At September 30, 1998 and 1997, receivables sold under the program totaled
$307 million and $250 million, respectively.  Accounts receivable and
accrued revenue in the Consolidated Balance Sheets have been reduced to
reflect receivables sold.

The primary asset of Consumers Power Company Financing I is $103 million
principal amount of 8.36 percent subordinated deferrable interest notes
due 2015 from Consumers.  The primary asset of Consumers Energy Company
Financing II is $124 million principal amount of 8.20 percent subordinated
deferrable interest notes due 2027 from Consumers.

The following table describes the new issuances of long-term financings
which have occurred during 1998 through early November 1998.

                                                                       In
                                                                 Millions
-------------------------------------------------------------------------
                  Month              Interest  Principal            
                  Issued   Maturity  Rate (%)     Amount Use of Proceeds
-------------------------------------------------------------------------

Senior Notes (a)  February  2008      6.375    $   250   Pay down First 
                                                          Mortgage Bonds 
                                                          and general
                                                          corporate purposes
Senior Notes (a)  March     2018       6.875        225  Pay down First 
                                                          Mortgage Bonds and
                                                          other long-term debt
Senior Notes (a)   May      2008       6.2 (b)      250  Pay down First
                                                          Mortgage Bonds,
                                                          long-term bank debt 
                                                          and general corporate 
                                                          purposes
Long-Term
 Bank Debt         May     2001-2003   6.05 (d)     225  Pay down long-term
                                                          bank debt and general
                                                          corporate purposes
Senior Notes (a)   June    2018        6.5 (c)      200  Pay down First Mortgage
                                                          Bonds and general
                                                          corporate purposes
Senior Notes (e)   October 2028        6.5          150  Pay down long-term
                                                          bank debt and
                                                          general corporate
                                                          purposes  
------------------------------------------------------------------------

Total                                           $1,300 
========================================================================

(a) The Senior Notes are secured by Consumers First Mortgage Bonds issued
contemporaneously in a similar amount.
(b) The interest rate may be reset in 2003.
(c) The interest rate will be reset in June 2005.
(d) The interest rate is variable; weighted average interest rate upon
original issuance was 6.05 percent.
(e) The Senior Notes are secured by Consumers First Mortgage Bonds issued
contemporaneously in a similar amount and are insured for full debt
service.

The following table describes the retirements of long-term financings
which have occurred during 1998 through early November 1998.


                                                                   In
                                                             Millions
----------------------------------------------------------------------
                      Month                Interest      Principal
                      Retired  Maturity    Rate (%)      Amount
----------------------------------------------------------------------

First Mortgage Bonds  February   1998         8.75            $248
Long-Term Bank Debt   February   1998         6.4 (a)           50
First Mortgage Bonds  March      2001-2002    7.5              119
First Mortgage Bonds  April      2023         7.375             36
First Mortgage Bonds  May        1998         6.875             43
Long-Term Bank Debt   May        1998-1999    6.3 (b)          350
First Mortgage Bonds  July       1999         8.875            136
First Mortgage Bonds  October    1998         6.625             45
Long-Term Bank Debt   November   2001-2003    6.05              50
----------------------------------------------------------------------

Total                                                       $1,077
======================================================================

(a) The interest rate was variable; weighted average interest rate at
December 31, 1997 was 6.4 percent.
(b) The interest rate was variable; weighted average interest rate at
March 31, 1998 was 6.3 percent.

Consumers had unsecured, variable rate long-term bank debt with an
outstanding balance at September 30, 1998 and 1997 of $225 million and
$400 million, respectively.  At September 30, 1998 and 1997 the debt
carried weighted average interest rates of 6.1 percent and 6.3 percent,
respectively.  In February 1998, Consumers retired $50 million of its $400
million unsecured long-term bank debt.  In May 1998, Consumers refinanced
the remaining $350 million unsecured long-term bank debt, in part with
$225 million unsecured long-term bank debt.  To cover the remaining $125
million of bank debt refinancing, in May 1998 Consumers issued $250
million of senior notes due 2008, at an interest rate of 6.2 percent.  The
$125 million balance of senior notes due 2008 was used for repurchasing
$36 million of 7.375 percent First Mortgage Bonds and for general
corporate purposes.

Under the provisions of its Articles of Incorporation at September 30,
1998, Consumers had $295 million of unrestricted retained earnings
available to pay common dividends.  In October 1998, Consumers declared a
$68 million common dividend to be paid in November 1998.


4:   Earnings Per Share and Dividends

Earnings per share attributable to Common Stock for the three, nine and
twelve month periods ended September 30, 1998 reflect the performance of
the Consumers Gas Group.  The Class G Common Stock has participated in
earnings and dividends from its original issue date in July 1995.  The
allocation of earnings attributable to each class of common stock and the
related amounts per share are computed by considering the weighted average
number of shares outstanding.

Earnings attributable to the Outstanding Shares are equal to Consumers Gas
Group net income multiplied by a fraction; the numerator is the weighted
average number of Outstanding Shares during the period and the denominator
is the weighted average number of Outstanding Shares and Retained Interest
Shares during the period.  The earnings attributable to Class G Common
Stock on a per share basis for the nine months ended September 30, 1998
and 1997 are based on 25.38 percent and 24.65 percent, respectively, of
the income of Consumers Gas Group.  


Computation of Earnings Per Share:
                                                                   
                                        In Millions, Except Per Share Amounts
------------------------------------------------------------------------------
                            Three Months       Nine Months      Twelve Months
                                Ended             Ended            Ended     
                            September 30       September 30      September 30
                            1998   1997         1998   1997       1998   1997
------------------------------------------------------------------------------
                                    (b)          (a)    (b)        (a)    (b)
Net Income Applicable 
 to Basic and 
 Diluted EPS 
Consolidated 
 Net Income                 $ 81   $ 60          $234  $185       $293    $223
                            ================================================== 
Net Income 
 Attributable to 
 Common Stocks:
 CMS Energy - 
   Basic EPS                $ 83  $ 62          $226   $176       $279    $210
 Add conversion of 
   7.75% Trust
     Preferred 
     Securities 
     (net of tax)             2      2             6      2          9       2
                          ----------------------------------------------------

 CMS Energy - 
   Diluted EPS             $ 85   $ 64          $232   $178       $288    $212
                          ====================================================
 Class G:
   Basic and 
    Diluted EPS           $ (2)   $ (2)         $  8   $  9       $ 14    $ 13
                          ====================================================

Average Common Shares 
 Outstanding Applicable 
 to Basic and 
 Diluted EPS
  CMS Energy:
     Average Shares - 
      Basic                102      96           101     95        101      95  
    Add conversion 
      of 7.75% Trust                                               
        Preferred 
         Securities          4       4             4      1          4       1
     Options-Treasury 
         Shares              1       1             1      1          1       1
                          ----------------------------------------------------

     Average Shares - 
       Diluted             107     101           106     97        106      97
                          ====================================================

  Class G:
    Average Shares
      Basic and 
        Diluted              8       8             8      8          8       8
                          ====================================================  

Earnings Per Average 
 Common Share
  CMS Energy:
      Basic              $ .81   $ .64        $ 2.23   $1.85      $2.77  $2.22
      Diluted            $ .80   $ .63        $ 2.19   $1.83      $2.73  $2.20
  Class G:
      Basic and 
       Diluted           $(.16)  $(.21)        $1.04   $1.13      $1.73  $1.57
================================================================================

(a) Includes the cumulative effect of an accounting change in the first
quarter of 1998 which increased net income attributible to CMS Energy
Common Stock $43 million ($.40 per share - basic and diluted) and Class G
Common Stock $12 million ($.36 per share - basic and diluted).

(b) Restated; see Note 1.

In February and May 1998, CMS Energy paid dividends of $.30 per share on
CMS Energy Common Stock and $.31 per share on Class G Common Stock.  In
August 1998, CMS Energy paid dividends of $.33 per share on CMS Energy
Common Stock and $.325 per share on Class G Common Stock. In October 1998,
the Board of Directors declared a quarterly dividend of $.33 per share on
CMS Energy Common Stock and $ .325 per share on Class G Common Stock to be
paid in November 1998.   

5:   Risk Management Activities and Derivatives Transactions

CMS Energy and its subsidiaries use a variety of derivative instruments
(derivatives), including futures contracts, swaps, options and forward
contracts, to manage exposure to fluctuations in commodity prices,
interest rates and foreign exchange rates.  To qualify for hedge
accounting, derivatives must meet the following criteria:  (1) the item to
be hedged exposes the enterprise to price, interest or exchange rate risk;
and (2) the derivative reduces that exposure and is designated as a hedge.


Derivative instruments contain credit risk if the counter parties,
including financial institutions and energy marketers, fail to perform
under the agreements.  CMS Energy minimizes such risk by performing
financial credit reviews using, among other things, publicly available
credit ratings of such counter parties.  Nonperformance by counter parties
is not expected to have a material adverse impact on CMS Energy's
financial position, liquidity, or results of operations.

Commodity Price Hedges:  CMS Energy accounts for its commodity price
derivatives as hedges, as defined above, and as such, defers any changes
in market value and gains and losses resulting from settlements until the
hedged transaction is complete.  If there was a loss of correlation
between the changes in (1) the market value of the commodity price
contracts and (2) the market price ultimately received for the hedged
item, and the impact was material, the open commodity price contracts
would be marked to market and gains and losses would be recognized in the
income statement currently.

Consumers uses gas forward contracts and electricity option contracts to
limit its risk associated with gas and electricity price increases.  In
both the gas forward contracts and the electricity option contracts, it is
management's intent to take physical delivery of the commodities.  For gas
forward contracts, Consumers is obligated to take physical delivery of the
gas and would incur a significant penalty for nonperformance.  At
September 30, 1998, Consumers had an exposure to gas price increases if
the cost was to exceed $2.84 per mcf for the following volumes:  5 percent
of its 1998 requirements; 40 percent of its 1999 requirements; and 65
percent of its 2000 requirements.  Additional forward contract coverage is
currently under review.  The gas forward contracts currently in place were
consummated at prices less than $2.84 per mcf.  The contracts are being
used to protect against gas price increases in a three-year experimental
gas program where Consumers is recovering from its customers $2.84 per mcf
for gas delivered.

Consumers enters into electricity option contracts to insure a reliable
source of capacity to meet its customers' electricity requirements and to
limit its risk associated with electricity price increases.  It is
management's intent to take physical delivery of the commodity.  Consumers
continuously evaluates its daily capacity needs and sells the option
contracts, if marketable, when it has excess daily capacity.  Consumers'
maximum exposure associated with these options is limited to premiums
paid.  


Consumers purchased $5 million of options to insure a reliable source of
capacity during the summer months of 1998.  As a result of weather
conditions and fluctuations in the price of electricity, some options were
sold to third parties for $11 million during June, July, and August 1998. 
As of September 30, 1998, all of the remaining options had expired.  The
costs relating to the expired options and income received from the sale of
options were reflected as purchased power costs.

CMS Oil and Gas has one arrangement which is used to fix the prices that
CMS Oil and Gas will pay to supply gas to the MCV for the years 2001
through 2006 by purchasing the economic equivalent of 10,000 MMBtu per day
at a fixed price, escalating at 8 percent per year thereafter, starting at
$2.82 per MMBtu in 2001.  The settlement periods are each a one-year
period ending December 31, 2001 through 2006 on 3.65 million MMBtu.  If
the floating price, essentially the then-current Gulf Coast spot price,
for a period is higher than the fixed price, the seller pays CMS Oil and
Gas the difference, and vice versa.  If a party's exposure at any time
exceeds $5 million, that party is required to obtain a letter of credit in
favor of the other party for the excess over $5 million and up to $10
million. At September 30, 1998, no letter of credit was posted by either
party to the agreement.  As of September 30, 1998, the fair value of this
contract reflected payment due from CMS Oil and Gas of $13 million.

CMS MST uses natural gas and oil futures contracts, options and swaps
(which require a net cash payment for the difference between a fixed and
variable price).

Interest Rate Hedges:  CMS Energy and some of its subsidiaries enter into
interest rate swap agreements to exchange variable rate interest payment
obligations to fixed rate obligations without exchanging the underlying
notional amounts.  These agreements convert variable rate debt to fixed
rate debt to reduce the impact of interest rate fluctuations.  The
notional amounts parallel the underlying debt levels and are used to
measure interest to be paid or received and do not represent the exposure
to credit loss.  The notional amount of CMS Energy's and its subsidiaries'
interest rate swaps was $923 million at September 30, 1998.  In October
1998, Consumers unwound an interest rate guarantee of $145 million
associated with the issuance of $150 million senior notes.  The effective
rate of the debt is 7 percent taking into consideration the issuance
costs, interest rate guarantee and insurance costs.  The difference
between the amounts paid and received under the swaps is accrued and
recorded as an adjustment to interest expense over the life of the hedged
agreement.

Foreign Exchange Hedges:  CMS Energy uses forward exchange contracts and
collared options to hedge certain receivables, payables, long-term debt
and equity value relating to foreign investments.  The purpose of CMS
Energy's foreign currency hedging activities is to protect the company
from the risk that U.S. dollar net cash flows resulting from sales to
foreign customers and purchases from foreign suppliers and the repayment
of non-U.S. dollar borrowings as well as equity reported on the company's
balance sheet, may be adversely affected by changes in exchange rates. 
These contracts do not subject CMS Energy to risk from exchange rate
movements because gains and losses on such contracts offset losses and
gains, respectively, on assets and liabilities being hedged.  The notional
amount of the outstanding foreign exchange contracts was $845 million at
September 30, 1998, which includes $550 million and $250 million for
Australian and Brazilian foreign exchange contracts, respectively. 


6:  Subsequent Event

On November 2, 1998, CMS Energy announced the execution of a definitive
Stock Purchase Agreement (the "Agreement") with PanEnergy Corp
("PanEnergy") and certain other wholly-owned subsidiaries of Duke Energy
Company to acquire all of the stock of the Panhandle Companies for a cash
payment of $1.9 billion and existing Panhandle Companies debt of $300
million.  This transaction will be accounted for under the purchase method
of accounting.  

The Panhandle Companies are primarily engaged in the interstate
transportation and storage of natural gas.  The assets to be acquired
include 1,400 miles of mainline gas pipeline extending from the Texas Gulf
Coast to Michigan and 1,300 miles of mainline gas pipeline  extending from
the Kansas/Oklahoma mid-continent to Michigan, 340 miles of pipeline in
the offshore Gulf of Mexico, 70 billion cubic feet of underground gas
storage facilities, a liquified natural gas port, and unloading and
regasification facilities.  

Closing of the transaction is subject to Hart-Scott-Rodino pre-merger
notification clearance.  The Agreement is subject to termination upon
failure of CMS Energy to satisfy its financing contingency.  The Agreement
also provides that if, as a result of CMS Energy's continuing due
diligence investigation, CMS Energy learns of material facts not
previously disclosed or inconsistent with representations and warranties
made in the Agreement, CMS Energy may, on or prior to November 23, 1998,
notify PanEnergy of its intent to terminate the Agreement and the
Agreement will terminate unless PanEnergy corrects the asserted
misrepresentations within 30 days.   

CMS Energy expects to have $1.9 billion of bridge financing commitments
available to fund the purchase price and it anticipates permanent
financing of the acquisition at or near closing with approximately $900
million from the sale of common stock and/or securities convertible into
common stock by CMS Energy and approximately $1 billion from the issuance
of debt securities by the Panhandle Companies.  If CMS Energy is unable to
provide the appropriate financing commitments by November 23, 1998 or is
unable to close the purchase when it otherwise would be obligated to
close, it must pay PanEnergy a $75 million termination fee.  The closing
is scheduled for January 4, 1999, but may be delayed by mutual agreement. 

<PAGE>
<PAGE> 48  

ARTHUR ANDERSEN LLP 



Report of Independent Public Accountants




To CMS Energy Corporation:

We have reviewed the accompanying consolidated balance sheets of
CMS ENERGY CORPORATION (a Michigan corporation) and subsidiaries as of
September 30, 1998 and 1997, the related consolidated statements of income
and common stockholders' equity for the three-month, nine-month, and
twelve-month periods then ended, and the related consolidated statements
of cash flows for the nine-month and twelve-month periods then ended. 
These financial statements are the responsibility of the Company's
management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical
procedures to financial data and making inquiries of persons responsible
for financial and accounting matters.  It is substantially less in scope
than an audit conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole.  Accordingly, we do
not express such an opinion.                                               
              

Based on our review, we are not aware of any material modifications that
should be made to the financial statements referred to above for them to
be in conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet and consolidated statement of
preferred stock of CMS Energy Corporation and subsidiaries as of December
31, 1997, and the related consolidated statements of income, common
stockholders' equity and cash flows for the year then ended (not presented
herein), and, in our report dated July 27, 1998, we expressed an
unqualified opinion on those statements.  In our opinion, the information
set forth in the accompanying consolidated balance sheet as of December
31, 1997, is fairly stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived. 

                                                   Arthur Andersen LLP
                                                                    

Detroit, Michigan,
     November 10, 1998.











<PAGE> 50 

                          Consumers Energy Company
                    Management's Discussion and Analysis


The MD&A of this Form 10-Q should be read along with the MD&A and other
parts of Consumers' 1997 Form 10-K.  This MD&A also refers to, and in some
sections specifically incorporates by reference, Consumers' Condensed
Notes to Consolidated Financial Statements and should be read in
conjunction with such Statements and Notes.  This report contains forward-
looking statements, as defined by the Private Securities Litigation Reform
Act of 1995, that include without limitation, discussions as to
expectations, beliefs, plans, objectives and future financial performance,
or assumptions underlying or concerning matters discussed in this report. 
Refer to the Forward-Looking Information section of this MD&A for some
important factors that could cause actual results or outcomes to differ
materially from those addressed in the forward-looking discussions.

Consumers is a combination electric and gas utility company serving the
Lower Peninsula of Michigan and is the principal subsidiary of CMS Energy,
a holding company.  Consumers' customer base includes a mix of
residential, commercial and diversified industrial customers, the largest
segment of which is the automotive industry.


Results of Operations

                                                      In Millions
September 30                        1998         1997       Change
                                   -----        -----       ------
Three months ended                  $ 77         $ 71          $ 6
Nine months ended                    239          212           27
Twelve months ended                  311          269           42

Net income available to common stockholders was $77 million for the third
quarter of 1998 compared with $71 million for the same 1997 period.  The
improved net income reflects increased electric and gas deliveries, the
operation of the gas customer choice program (see note 2, Gas Rate
Matters), along with increased revenues from gas retail and wholesale
services activities.  Net income available to common stockholders after
the cumulative effect of a change in accounting for property taxes was
$239 million for the first nine months of 1998 compared with $212 million
for the same 1997 period.  The increase in earnings for the first nine
months of 1998 reflects revised accounting to recognize property tax
expense on the fiscal year basis of the taxing units instead of on a
calendar year basis.  This one-time change in accounting for property
taxes resulted in a benefit of $66 million ($43 million after-tax). 
Earnings for the first nine months of 1998 also reflect the recognition of
a $37 million dollar loss ($24 million after tax) for the underrecovery of
power costs under the PPA.  Net income available to common stockholders
was $311 million for the twelve months ended September 30,1998 compared
with $269 million for the same 1997 period.  The increase in earnings for
this twelve months reflects the change in accounting for property taxes
implemented during the first half of 1998 as discussed above.  In
addition, the improved net income for the twelve months ended
September 30, 1998 reflects an adjustment of prior years' income taxes
associated with non-taxable earnings on nuclear decommissioning trust
funds of $9 million.  Partially offsetting these increases were the
recognition, in the first half of 1998, of the loss associated with the
underrecovery of power costs under the PPA as discussed above, and
decreased gas deliveries due to warmer weather during the first half of
1998.  The first nine months of 1998 were the fourth warmest since 1864. 
For further information concerning results of operations, see the Electric
and Gas Utility Results of Operations sections of this MD&A and Power
Purchases from the MCV Partnership in Note 2. 

ELECTRIC UTILITY RESULTS OF OPERATIONS

Electric Pretax Operating Income:

                                                       In Millions
September 30                        1998         1997       Change
                                   -----        -----       ------
Three months ended                 $ 153        $ 132         $ 21
Nine months ended                    378          342           36
Twelve months ended                  468          423           45

Electric pretax operating income for all the above periods ended September
30, 1998 benefitted from increased deliveries compared to the same periods
in 1997.  These increases were partly offset by increased general taxes
and depreciation associated with additional plant investment.  Electric
pretax operating income for the three months ended had increased operation
and maintenance costs while the twelve months ended September 30, 1998
benefited from controlling operation expenses.  The following table
quantifies these impacts on pretax operating income.

                                                               In Millions
                            Three Months     Nine Months     Twelve Months
                          Ended Sept. 30  Ended Sept. 30    Ended Sept. 30
Change Compared to
 Prior Year                 1998 vs 1997    1998 vs 1997      1998 vs 1997
                                 -------         -------           -------
Deliveries (including special
 contract discounts)                $ 38           $ 50              $ 51
Other non-commodity revenue           (1)            (2)               (3)
Operations and maintenance           (11)            (1)               15 
General taxes, depreciation
 and other                            (5)           (11)              (18)
                                  ------          ------            ------
Total change                        $ 21           $ 36              $ 45 
                                  ======          ======            ======

Electric Deliveries:  Total electric deliveries increased 10.1 percent for
the three months ended September 30, 1998 over the same period in 1997. 
The increase includes a 5.8 percent increase in deliveries to ultimate
customers, primarily within the residential and commercial classes and an
increase in sales between utility systems and wholesale customer
deliveries.  For the nine months ended September 30, 1998, total electric
deliveries increased 8.2 percent over the comparable 1997 period. 
Deliveries to ultimate customers were up 3.4 percent, with the remaining
change attributable to an increase in sales between utility systems and
wholesale deliveries.  For the twelve months ended September 30, 1998,
total electric deliveries increased 8.0 percent over the comparable 1997
period.  The increase is primarily attributable to an increase in sales
between utility systems and a 2.7 percent increase in deliveries to
ultimate customers.

Power Costs:

                                                               In Millions
September 30                        1998            1997            Change
                                   -----           -----            ------ 
Three months ended                 $ 315           $ 296              $ 19
Nine months ended                    899             847                52
Twelve months ended                1,190           1,132                58

Power costs increased for all the reported periods ended September 30,
1998 compared to 1997.  Both internal generation and power purchases from
outside sources increased during these periods to meet increased
deliveries.  

Uncertainties:  Consumers' financial position may be affected by a number
of trends or uncertainties that have had, or Consumers reasonably expects
will have, a materially favorable or unfavorable impact on net sales,
revenues, or income from continuing electric operations.  Such
uncertainties are:  1) environmental liabilities arising from compliance
with various federal, state and local environmental laws and regulations,
including potential liability or expenses relating to the Michigan Natural
Resources and Environmental Protection Act and Superfund; 2) capital
expenditures for compliance with the Clean Air Act; 3) suits by various
parties relating to the effect of so-called stray voltage on certain
livestock; 4) suits by two independent power producers alleging antitrust
violations and economic losses due to special electric contracts signed by
Consumers; 5) cost recovery relating to the MCV Facility and nuclear plant
investments and an experimental direct-access program; 6) electric
industry restructuring; 7) after-tax cash underrecoveries associated with
power purchases from the MCV Partnership; and 8) Big Rock decommissioning
issues and ongoing issues relating to the storage of spent fuel and the
operating life of Palisades.  For detailed information about these trends
or uncertainties see Note 2, Uncertainties, "Electric Contingencies-
Electric Environmental Matters," "Electric Contingencies-Stray Voltage,"
"Electric Contingencies-Anti-Trust," "Electric Rate Matters-Electric
Proceedings," "Electric Rate Matters-Electric Restructuring," "Other
Electric Uncertainties-The Midland Cogeneration Venture-Power Purchases
from the MCV Partnership," and "Other Electric Uncertainties-Nuclear
Matters," incorporated by reference herein. 

Consumers enters into electricity option contracts to insure a reliable
source of capacity to meet its customers' electricity requirements and to
limit its risk associated with electricity price increases.  It is
management's intent to take physical delivery of the commodity.  Consumers
continuously evaluates its daily capacity needs and sells the option
contracts, if marketable, when it has excess daily capacity.  Consumers'
maximum exposure associated with these options is limited to premiums
paid.  

Consumers purchased $5 million of options to insure a reliable source of
capacity during the summer months of 1998.  As a result of weather
conditions and fluctuations in the price of electricity, some options were
sold to third parties for $11 million during June, July, and August 1998. 
As of September 30, 1998, all of the remaining options had expired.  The
costs relating to the expired options and income received from the sale of
options were reflected as purchased power costs.


GAS UTILITY RESULTS OF OPERATIONS

Gas Pretax Operating Income:

                                                               In Millions
September 30                        1998            1997            Change
                                   -----           -----            ------
Three months ended                   $ 6            $ (1)            $  7 
Nine months ended                     81             100              (19)
Twelve months ended                  134             142               (8)

Gas pretax operating income increased in the three month period ended
September 30, 1998 as a result of increased gas deliveries, operation of
the gas customer choice program (see note 2, Gas Rate Matters) and
increased revenues from gas retail and wholesale services.  The change in
general taxes and depreciation for the three month period  ended
September 30, 1998 is primarily a timing issue.  Warmer temperatures
during the winter heating seasons resulted in reduced gas deliveries which
decreased gas pretax operating income in the nine month and twelve month
periods ended September 30,1998.  The decreased gas pretax operating
income for the nine month period ended September 30, 1998 also reflects
higher operations expense.  In part, the higher operations expense
reflects the absence of 1997 non-recurring expense reductions for
uncollectible accounts and injuries and damages reserves.  Gas pretax
operating  income for the three month and twelve month periods ended
September 30, 1998 benefited from controlling operations and maintenance
expenses.  Gas wholesale and retail service revenues were down  for the
twelve month period ended September 30, 1998 due to the elimination of
surcharges related to past conservation programs.  The benefit to gas
pretax operating income from reduced costs in general taxes and
depreciation for the nine month and twelve month periods ended 
September 30, 1998 is primarily a timing issue.  The following table
quantifies these impacts on pretax operating income.

                                                               In Millions
                            Three Months     Nine Months     Twelve Months
                          Ended Sept. 30  Ended Sept. 30    Ended Sept. 30
Change Compared to
 Prior Year                 1998 vs 1997    1998 vs 1997      1998 vs 1997
                             -----------     -----------      ------------
Gas deliveries                       $ 5            $(14)            $(15)
Gas wholesale and retail
 service activities                    3               -               (2)
Operations and maintenance             1              (8)               6 
General taxes, depreciation
 and other                            (2)              3                3 
                                    ----            ----              ----
Total change                         $ 7            $(19)             $(8)
                                    ====            ====              ====

Gas Deliveries:  System deliveries for the three month period ended
September 30, 1998, excluding miscellaneous transportation, totaled 31
bcf, an increase of 1 bcf or 3 percent compared to the three month period
ended September 30, 1997.  Deliveries for the nine month period ended
September 30, 1998, excluding miscellaneous transportation, totaled 203
bcf, a decrease of 29 bcf or 13 percent compared to the nine month period
ended September 30, 1997.  For the twelve month period ended September 30,
1998, deliveries excluding miscellaneous transportation, totaled 311 bcf,
a decrease of 31 bcf or 9 percent compared to the twelve month period
ended September 30, 1997.  The decreased deliveries for the nine month and
twelve month periods reflect warmer temperatures primarily for the first
quarter of 1998.  Miscellaneous transportation deliveries for the three
month period ended September 30, 1998 totaled 11 bcf, a decrease of 8 bcf
or 40 percent compared to the three month period ended September 30, 1997.
Miscellaneous transportation deliveries for the nine month period ended
September 30, 1998, totaled 47 bcf, a decrease of 14 bcf or 23 percent
compared to the nine month period ended September 30, 1997.  Miscellaneous
transportation deliveries for the twelve month period ended September 30,
1998, totaled 65 bcf, a decrease of 18 bcf or 22 percent compared to the
twelve month period ended September 30, 1997.





Cost of Gas Sold:

                                                               In Millions
September 30                        1998            1997            Change
                                    ----            ----              ----
Three months ended                  $ 39            $ 39             $  - 
Nine Months ended                    377             472              (95)
Twelve months ended                  600             718             (118)

The cost decreases for the nine month and twelve month periods ended
September 30, 1998 were the result of decreased sales and lower gas costs
reflecting warmer temperatures during the winter heating season.

Uncertainties:  Consumers' financial position may be affected by a number
of trends or uncertainties that have had, or Consumers reasonably expects
will have, a materially favorable or unfavorable impact on net sales or
revenues or income from continuing gas operations.  Such uncertainties
are:  1) potential environmental costs at a number of sites including
sites formerly housing manufactured gas plant facilities, and 2) a
statewide experimental gas transportation pilot program.  For detailed
information about these uncertainties see Note 2, Uncertainties, "Gas
Contingencies-Gas Environmental Matters," and "Gas Rate Matters-Gas
Restructuring," incorporated by reference herein. 

Consumers uses gas forward contracts to limit its risk associated with gas
price increases.  It is management's intent to take physical delivery of
the commodity.  For gas forward contracts, Consumers is obligated to take
physical delivery of the gas and would incur a significant penalty for
nonperformance.  At September 30, 1998, Consumers had an exposure to gas
price increases if the cost was to exceed $2.84 per mcf for the following
volumes:  5 percent of its 1998 requirements; 40 percent of its 1999
requirements; and 65 percent of its 2000 requirements.  Additional forward
contract coverage is currently under review.  The gas forward contracts
currently in place were consummated at prices less than $2.84 per mcf. 
The contracts are being used to protect against gas price increases in a
three-year experimental gas program where Consumers is recovering from its
customers $2.84 per mcf for gas delivered.


Capital Resources and Liquidity

CASH POSITION, INVESTING AND FINANCING

Operating Activities:  Consumers derives cash from the sale and
transportation of natural gas and the generation, transmission and sale of
electricity.  Cash from operations totaled $452 million and $458 million
for the first nine months of 1998 and 1997, respectively.  The $6 million
decrease resulted primarily from the timing of cash payments related to
normal operations. Other items included in income but which had no effect
on cash flow were a one-time change in accounting for property taxes
resulting in a $66 million ($43 million after-tax) gain and the
recognition of a $37 million loss ($24 million after-tax) for the
underrecovery of power costs under the PPA. Consumers uses operating cash
primarily to maintain and expand electric and gas systems, to retire
portions of long-term debt, and to pay dividends.

Investing Activities:  Cash used in investing activities totaled $(235)
million and $(277) million for the first nine months of 1998 and 1997,
respectively.  The change of $(42) million was primarily the result of
receiving  $27 million from the sale of two partnerships, $12 million
distribution from FMLP and $43 million from the nuclear decommissioning
trust funds previously collected from electric customers for
decommissioning Big Rock, offset by the payment of $39 million in cost of
plant retired.

Financing Activities:  Cash used in financing activities totaled $(196)
and $(176) million for the first nine months of 1998 and 1997,
respectively.  The change of $20 million is primarily the result of a net
increase in cash of $79 million due to refinancing and issuance of
Consumers' debt and $8 million decrease in capital lease payments.
Offsetting this increase was a $60 million increase in the payment of
common stock dividends and a $50 million return of paid in capital to
Consumers' common stockholder.

Consumers has FERC authorization to issue securities and guarantees. 
Consumers has a credit facility, lines of credit and a trade receivable
sale program in place as anticipated sources of funds needed to fulfill,
in whole or in part, material commitments for capital expenditures.  For
detailed information about these source of funds, see "Authorization" and
"Short-Term Financings" in Note 3.




Outlook

The following discussions contain forward-looking statements.  See the
Forward-Looking Information section of this MD&A for some important
factors that could cause actual results or outcomes to differ materially
from those discussed herein.

CAPITAL EXPENDITURES OUTLOOK

Consumers estimates the following capital expenditures, including new
lease commitments, by company and by business segment over the next three
years.  These estimates are prepared for planning purposes and are subject
to revision.

                                                               In Millions
Years Ended December 31             1998(b)         1999              2000
                                    ----            ----              ----
Consumers
  Construction                      $388            $465              $490
  Nuclear fuel lease                  54              20                 -
  Capital leases other
    than nuclear fuel                 13              17                17
Michigan Gas Storage                   3               3                 3
                                    ----            ----              ----
                                    $458            $505              $510
                                    ====            ====              ====

Electric utility operations (a)     $341            $380              $385
Gas utility operations (a)           117             125               125
                                    ----            ----              ----
                                    $458            $505              $510
                                    ====            ====              ====

(a) These amounts include an attributed portion of Consumers' anticipated
capital expenditures for plant and equipment common to both the electric
and gas utility businesses.

(b) Includes actual amounts incurred during the first three quarters and
estimate for fourth quarter.

ELECTRIC BUSINESS OUTLOOK

Growth:  Consumers expects average annual growth of two and one-half
percent per year in electric system deliveries over the next five years,
absent the impact of restructuring on the industry and its regulation in
Michigan.  Abnormal weather, changing economic conditions, or the
developing competitive market for electricity may affect actual electric
sales in future periods. 

Restructuring:  Consumers' retail electric business is affected by
competition.  To meet its challenges, Consumers entered into multi-year
contracts with some of its largest industrial customers to serve certain
facilities.  The MPSC has approved these contracts as part of its phased
introduction to competition.  Certain customers have the option of
terminating their contracts early.

FERC Orders 888 and 889, as amended, require utilities to provide direct
access to the interstate transmission grid for wholesale transactions. 
Consumers and Detroit Edison disagree on the effect of the orders on the
Michigan Electric Power Coordination Center pool.  Consumers proposes to
maintain the benefits of the pool through at least December 2000, while
Detroit Edison contends that the pool agreement should be terminated
immediately.  Among Consumers' alternatives in the event of the pool being
terminated would be joining an independent system operator.  FERC has
indicated this preference for structuring the operations of the electric
transmission grid.

As discussed in the Form 10-K, since June 1997 several orders have been
issued and numerous appeals are pending at the Court of Appeals relating
to the restructuring of the electric utility industry.  Consumers cannot
predict the outcome or timing of these matters.  For material changes
relating to the restructuring of the electric utility industry see
"Electric Rate Matters - Electric Restructuring" in Note 2, incorporated
by reference herein. 

Electric Application of SFAS 71:  Consumers applies the utility accounting
standard, SFAS 71, that recognizes the economic effects of rate regulation
and, accordingly, has recorded regulatory assets and liabilities related
to the generation, transmission and distribution operations of its
business in its financial statements.  Consumers believes that the
generation segment of its business is still subject to rate regulation
based upon its present obligation to continue providing generation service
to its customers, and the lack of definitive deregulation orders.  If rate
recovery of generation-related costs becomes unlikely or uncertain,
whether due to competition or regulatory action, this accounting standard
may no longer apply to the generation segment of Consumers' business. 
According to Emerging Issues Task Force Issue 97-4, Deregulation of the
Pricing of Electricity - Issues Related to the Application of FASB
Statements No. 71 and 101, Consumers can continue to carry its generation-
related regulatory assets or liabilities for the part of the business
being deregulated if deregulatory legislation or an MPSC rate order allows
the collection of cash flows from its regulated transmission and
distribution customers to recover these specific costs or settle
obligations.  Because the February 1998 MPSC order allows Consumers to
fully recover its transition costs, Consumers believes that even if it was
to discontinue application of SFAS 71 for the generation segment of its
business, its regulatory assets, including those related to generation,
are probable of future recovery from the regulated portion of the
business.  At September 30, 1998, Consumers had $251 million of
generation-related net regulatory assets recorded on its balance sheet,
and a net investment in generation facilities of  $1.3 billion included in
electric plant and property.  For further information regarding electric
restructuring, see "Restructuring" above.

GAS BUSINESS OUTLOOK

Growth:  Consumers currently anticipates gas deliveries, including gas
customer choice deliveries (excluding transportation to the MCV Facility
and off-system deliveries), to grow at an average annual rate of between
one and two percent over the next five years based primarily on a steadily
growing customer base.  Abnormal weather, alternative energy prices,
changes in competitive conditions, and the level of natural gas
consumption may affect actual gas deliveries in future periods.  Consumers
is also offering a variety of energy-related services to its customers
focused upon appliance maintenance, home safety, commodity choice and
assistance to customers purchasing heating, ventilation and air
conditioning equipment.

In 1997, LIHEAP provided approximately $64 million in heating assistance
to about 312,000 Michigan households, with approximately 13 percent of the
funds going to Consumers' customers.  Congress provided approximately $54
million in funding for Michigan for 1998.  In October 1998, Congress
approved funding for fiscal year 1999 of  approximately $59 million for
the state of Michigan.  Consumers' expects presidential approval of the
funding.

Gas Application of SFAS 71:  Based on a regulated utility accounting
standard, SFAS 71, Consumers may defer certain costs to the future and
record regulatory assets, based on the recoverability of those costs
through the MPSC's approval.  Consumers has evaluated its regulatory
assets related to its gas business, and believes that sufficient
regulatory assurance exists to provide for the recovery of these deferred
costs.


Other Matters

NEW ACCOUNTING STANDARDS

In 1998, the FASB issued SFAS 132, Employers' Disclosures about Pensions
and Other Postretirement Benefits.  This standard requires expanded
disclosure effective for 1998.  Also in 1998, the American Institute of
Certified Public Accountants issued Statement of Position 98-1, Accounting
for the Costs of Computer Software Developed or Obtained for Internal Use,
which will be effective for 1999.  Consumers does not expect the
application of these standards to materially affect its financial
position, liquidity or results of operations.  In addition, in 1998, the
FASB issued SFAS 133, Accounting for Derivative Instruments and Hedging
Activities, which requires that every derivative instrument be recorded in
the balance sheet as either an asset or liability measured at its fair
value.  The statement requires that changes in the derivative's fair value
be recognized currently in earnings unless specific hedge accounting
criteria are met.  Special accounting for qualifying hedges allows a
derivative's gains and losses to offset related results on the hedged item
in the income statement, and requires that a company must formally
document, designate, and assess the effectiveness of transactions that
receive hedge accounting.  SFAS 133 is effective for fiscal years
beginning after June 15, 1999.  Consumers has not yet quantified the
impacts of adopting SFAS 133 on its financial statements and has not
determined the timing of or method of adoption.

YEAR 2000 COMPUTER MODIFICATIONS 

Consumers uses software and related technologies throughout its businesses
that the year 2000 date change will affect and, if uncorrected, could
cause Consumers to, among other things, issue inaccurate bills, report
inaccurate data, incur generating plant outages, or create energy delivery
uncertainties.  In 1995, Consumers established a Year 2000 Program to
ensure the continued operation of the company at the turn of the century. 
Consumers efforts included dividing the programs requiring modification
between critical and noncritical programs.  A formal methodology was
established to identify critical business functions and risk scenarios,
develop test plans and expected results, and execute tests.  Consumers
Year 2000 Program involves an aggressive, comprehensive, four-phase
approach, including impact analysis, remediation, compliance review, and
monitoring/contingency planning.

The impact analysis phase includes the analysis, inventory, prioritization
and remediation plan development for all technology essential to core
business processes.  The remediation phase involves testing and
implementation of remediation technology.  A mainframe test environment
was established in 1997 and a test environment for network servers and
stand-alone personal computers was established in mid-1998.  All essential
corporate business systems have been, or will be, tested in this test
environment.  The compliance review phase includes the assembling of
compliance documentation for each technology component as remediation
efforts are completed, and additional verification testing of essential
technology where necessary.  The monitoring/contingency planning phase
includes compliance monitoring to ensure that year 2000 problems are not
reintroduced into remediated technology, as well as the development of
contingency plans to address reasonably likely risk scenarios.

State of Readiness:  Year 2000 issues are being managed by the major
departments of Consumers.  Traditional information technology consists of
essential business systems such as payroll, billing and  purchasing, and
infrastructure, including mainframe, wide area network, local area
networks, personal computers, radios and telephone systems.  Process
control computers and embedded systems contained in buildings, equipment
and energy supply and delivery systems are also being managed.

Essential goods and services for Consumers are electric fuel supply, gas
fuel supply, independent electric power supplies, facilities, electronic
commerce, telecommunications network carriers, financial institutions,
purchasing vendors, and software and hardware technology vendors. 
Consumers is addressing the preparedness of these businesses and their
risk through readiness assessment questionnaires.

The status of Consumers Year 2000 Program by phase, with target dates for
completion and current percentage complete based upon software and
hardware inventory counts as of September 30, 1998, is as follows:

                                                             Monitoring/
                            Impact               Compliance  Contingency
                          Analysis  Remediation  Review      Planning
                        ----------  ----------- ----------  ----------
Business System         (a)    (b)  (a)   (b)   (a)   (b)   (a)    (b)
Electric                3/98  100%  6/99  53%   6/99  22%    6/99  10%
Gas                     3/98  100%  6/99  66%   6/99   3%    6/99  10%
Corporate               3/98  100%  6/99  62%   6/99   3%    6/99  10%
Operating
 Services               3/98  100%  6/99  63%   6/99  40%    6/99  10%
Essential Goods
& Services              6/99  35%   NA          9/99   0%    6/99  10%

(a) Target date for completion.
(b) Current percentage complete.

Cost of Remediation: Consumers will expense anticipated spending for
modifications as incurred, while capitalizing and amortizing the cost for
new software over its useful life.  The total estimated cost of the Year
2000 Program is approximately $22 million.  Costs incurred through
September 30, 1998 are $14 million.  Consumers annual Year 2000 Program
costs represent approximately 1% to 10% of a typical Consumers annual
information technology budget.  Year 2000 compliance work is being funded
primarily from operations.  The devotion of Consumers resources to the
year 2000 problem has not deferred any material information technology
projects which could have a material adverse affect on Consumers
financial position, liquidity or results of operations. 

Risk Assessment:  Consumers considers the most reasonably likely worst-
case scenarios to be: (1) a lack of communications to dispatch crews to
electric or gas emergencies, (2) a lack of communications to contact
generating units to balance electrical load, and (3) power shortages due
to the lack of stability of the regional or national electric grid.  These
scenarios could result in Consumers not being able to generate or
distribute enough energy to meet customer demand for a period of time,
which could result in lost sales and profits.  Year 2000 remediation and
testing efforts are concentrating on these risk areas and will continue
through the end of 1999.  Contingency plans will be revised and executed
to further mitigate the risks associated with these scenarios.

Contingency Plans:  Contingency planning efforts are currently underway
for all business systems and providers of essential goods and services. 
Extensive contingency plans are already in place in many locations and are
currently being revised for reasonably likely worst-case scenarios related
to year 2000 issues.  In many cases, Consumers already has arrangements
with multiple vendors of similar goods and services so that in the event
that one cannot meet its commitments, others can.  Current contingency
plans provide for manual dispatching of crews and manual coordination of
electrical load balancing, and are being revised to provide for radio or
satellite communications.  Coordinated contingency planning efforts are in
progress with the North American Electric Reliability Council and its
Regional Reliability Councils to minimize risk to electric generation,
transmission and distribution systems.  

Expectations:  Consumers does not expect that the cost of these
modifications will materially affect its financial position, liquidity, or
results of operations.  There can be no guarantee, however, that these
costs, plans or time estimates will be achieved, and actual results could
differ materially. 

Because of the integrated nature of Consumers business with other energy
companies, utilities, jointly owned facilities operated by other entities,
and business conducted with suppliers and large customers, Consumers may
be indirectly affected by year 2000 compliance complications.  At this
time, Consumers is unable to anticipate the magnitude of the operational
or financial impact on Consumers of year 2000 issues.  

Forward-Looking Information

Forward-looking information is included throughout this report.  This
report also describes material contingencies in the Notes to the
Consolidated Financial Statements and should be read accordingly.

Important factors that could cause actual results or outcomes to differ
are set forth in Consumers' 1997  Form 10-K, "Management's Discussion and
Analysis-Forward-Looking Information."


<PAGE>
<PAGE>  60

<TABLE>
                                                Consumers Energy Company
                                            Consolidated Statements of Income
                                                       (Unaudited)
<CAPTION>
                                                   Three Months Ended      Nine Months Ended    Twelve Months Ended
September 30                                        1998         1997      1998         1997       1998        1997
                                                                                                        In Millions
<S>                                               <C>          <C>       <C>          <C>        <C>         <C>   
Operating Revenue
  Electric                                        $  729       $  670    $1,990       $1,888     $2,617      $2,507
  Gas                                                117          110       716          828      1,092       1,230
  Other                                               14           19        37           39         48          49
                                                  ------       ------    ------       ------     ------      ------
                                                     860          799     2,743        2,755      3,757       3,786
                                                  ------       ------    ------       ------     ------      ------
Operating Expenses
  Operation
    Fuel for electric generation                      95           80       246          220        323         297
    Purchased power - related parties                143          151       433          447        585         600
    Purchased and interchange power                   77           65       220          180        282         235
    Cost of gas sold                                  39           39       377          472        600         718
    Other                                            147          144       409          404        548         566
                                                  ------       ------    ------       ------     ------      ------
                                                     501          479     1,685        1,723      2,338       2,416
  Maintenance                                         48           38       126          119        177         176
  Depreciation, depletion and amortization            93           88       291          286        395         384
  General taxes                                       47           45       146          148        199         198
                                                  ------       ------    ------       ------     ------      ------
                                                     689          650     2,248        2,276      3,109       3,174
                                                  ------       ------    ------       ------     ------      ------
Pretax Operating Income
  Electric                                           153          132       378          342        468         423
  Gas                                                  6           (1)       81          100        134         142
  Other                                               12           18        36           37         46          47
                                                  ------       ------    ------       ------     ------      ------
                                                     171          149       495          479        648         612
                                                  ------       ------    ------       ------     ------      ------
Other Income (Deductions)
  Loss on MCV power purchases                          -            -       (37)           -        (37)          -
  Dividends and interest from affiliates               4           11        11           20         15          24
  Accretion income                                     1            2         5            6          7           8
  Accretion expense                                   (4)          (4)      (12)         (13)       (16)        (14)
  Other, net                                           1            1         3            1          -          (3)
                                                  ------       ------    ------       ------     ------      ------
                                                       2           10       (30)          14        (31)         15
                                                  ------       ------    ------       ------     ------      ------
Interest Charges
  Interest on long-term debt                          35           34       103          103        137         138
  Other interest                                       9            9        28           25         39          33
  Capitalized interest                                 -            -         -            -         (1)          -
                                                  ------       ------    ------       ------     ------      ------
                                                      44           43       131          128        175         171 
                                                  ------       ------    ------       ------     ------      ------

Net Income Before Income Taxes                       129          116       334          365        442         456
Income Taxes                                          43           36       111          126        137         151
                                                  ------       ------    ------       ------     ------      ------

Net Income before cumulative effect of change
  in accounting principle                             86           80       223          239        305         305
Cumulative effect of change in accounting for
  property taxes, net of $23 tax (Note 1)              -            -        43            -         43           -
                                                  ------       ------    ------       ------     ------      ------

Net Income                                            86           80       266          239        348         305
Preferred Stock Dividends                              5            6        14           20         19          27
Preferred Securities Distributions                     4            3        13            7         18           9
                                                  ------       ------    ------       ------     ------      ------

Net Income Available to Common Stockholder        $   77       $   71    $  239       $  212     $  311      $  269
                                                  ======       ======    ======       ======     ======      ======
<FN>
The accompanying condensed notes are an integral part of these statements.

</TABLE>
<PAGE>
<PAGE>  61

<TABLE>
                                                Consumers Energy Company
                                          Consolidated Statements of Cash Flows
                                                       (Unaudited)
<CAPTION>

                                                                     Nine Months Ended        Twelve Months Ended
September 30                                                         1998         1997          1998         1997
                                                                     ----         ----          ----         ----
                                                                                                      In Millions
<S>                                                                 <C>          <C>           <C>          <C>  
Cash Flows from Operating Activities
  Net income                                                        $ 266         $239         $ 348        $ 305
    Adjustments to reconcile net income to net cash
      provided by operating activities 
        Depreciation, depletion and amortization (includes nuclear
          decommissioning of $38, $37, $51 and $49, respectively)     291          286           395          384
        Loss on MCV power purchases                                    37            -            37            -
        Capital lease and other amortization                           27           35            36           42
        Deferred income taxes and investment tax credit                21           11            24           32
        Accretion expense                                              12           13            16           14
        Accretion income - abandoned Midland project                   (5)          (6)           (7)          (8)
        Undistributed earnings of related parties                     (37)         (35)          (48)         (45)
        MCV power purchases                                           (48)         (47)          (63)         (67)
        Cumulative effect of accounting change                        (66)           -           (66)           -
        Changes in other assets and liabilities                       (46)         (38)           81           13
                                                                     ----         ----          ----         ----     
          Net cash provided by operating activities                   452          458           753          670
                                                                     ----         ----          ----         ---- 
Cash Flows from Investing Activities
  Capital expenditures (excludes assets placed under capital lease)  (258)        (260)         (358)        (371)
  Associated company preferred stock redemption                        50           50            50           50
  Proceeds from nuclear decommissioning trust funds                    43            -            43            -
  Proceeds from the sale of two partnerships                           27            -            27            -
  Proceeds from FMLP                                                   12            -            12            -
  Investment in Electric Restructuring Implementatioin Plan            (9)           -           (10)           -
  Investments in nuclear decommissioning trust funds                  (38)         (37)          (51)         (49)
  Cost to retire property, net                                        (65)         (26)          (68)         (37)
  Other                                                                 3           (4)            4           (4)
                                                                     ----         ----          ----         ----  
          Net cash used in investing activities                      (235)        (277)         (351)        (411)
                                                                     ----         ----          ----         ----
Cash Flows from Financing Activities
  Proceeds from senior notes                                          914            -           914            -
  Retirement of bonds and other long-term debt                       (759)         (51)         (759)         (51)
  Payment of common stock dividends                                  (173)        (113)         (278)        (199)
  Increase (decrease) in notes payable, net                           (75)          56           (87)          49
  Contribution from stockholder                                       (50)           -          (100)           -
  Payment of capital lease obligations                                (26)         (34)          (36)         (42)
  Payment of preferred stock dividends                                (14)         (23)          (19)         (29)
  Preferred securities distributions                                  (13)          (7)          (18)          (9)
  Retirement of preferred stock                                         -         (120)            -         (120)
  Proceeds from Trust Preferred Securities                              -          116             -          116
  Proceeds from bank loans                                              -            -             -           23
                                                                     ----         ----          ----         ---- 
          Net cash provided by (used in) financing activities        (196)        (176)         (383)        (262)
                                                                     ----         ----          ----         ----
Net Increase (Decrease) in Cash and Temporary Cash Investments         21            5            19           (4)

Cash and Temporary Cash Investments, Beginning of Period                7            4             9           13
                                                                     ----          ----         ----         ----
Cash and Temporary Cash Investments, End of Period                  $ 28         $   9         $  28        $   9
                                                                     ====          ====         ====         ====
                                                             
                                                             


                                                                     Nine Months Ended        Twelve Months Ended
September 30                                                         1998         1997          1998         1997
                                                                     ----         ----          ----         ---- 
                                                                                                      In Millions
Other cash flow activities and non-cash investing and financing activities were:
Cash transactions
  Interest paid (net of amounts capitalized)                     $    128      $   129        $  165        $ 164
  Income taxes paid (net of refunds)                                  113          122           108          135
Non-cash transactions
  Nuclear fuel placed under capital lease                         $    21      $     4        $   21        $  24
  Other assets placed under capital leases                             11            5            12            6
                                                                     ====         ====          ====         ====
<FN>

All highly liquid investments with an original maturity of three months or less are considered cash equivalents.
The accompanying condensed notes are an integral part of these statements.


</TABLE>
<PAGE>
<PAGE>  63

<TABLE>
                                                Consumers Energy Company
                                               Consolidated Balance Sheets
<CAPTION>
ASSETS                                                               September 30                    September 30
                                                                             1998     December 31            1997
                                                                       (Unaudited)           1997      (Unaudited)
                                                                                                      In Millions
<S>                                                                        <C>             <C>             <C>   
Plant (At original cost)
  Electric                                                                 $6,641          $6,491          $6,447
  Gas                                                                       2,328           2,322           2,292
  Other                                                                        26              24              25
                                                                           ------          ------          ------
                                                                            8,995           8,837           8,764
  Less accumulated depreciation, depletion and amortization                 4,748           4,603           4,540
                                                                           ------          ------          ------
                                                                            4,247           4,234           4,224
  Construction work-in-progress                                               165             145             146
                                                                           ------          ------          ------
                                                                            4,412           4,379           4,370
                                                                           ------          ------          ------
Investments
  Stock of affiliates                                                         227             278             258
  First Midland Limited Partnership (Note 2)                                  237             242             239
  Midland Cogeneration Venture Limited Partnership (Note 2)                   199             171             163
  Other                                                                         -               7               7
                                                                           ------          ------          ------
                                                                              663             698             667
                                                                           ------          ------          ------
Current Assets
  Cash and temporary cash investments at cost, which approximates market       28               7               9
  Accounts receivable and accrued revenue, less allowances
    of $5, $6 and $6, respectively (Note 3)                                     -              82              47
  Accounts receivable - related parties                                        77              62              87
  Inventories at average cost
    Gas in underground storage                                                276             197             253
    Materials and supplies                                                     65              63              69
    Generating plant fuel stock                                                29              35              26
  Postretirement benefits                                                      25              25              25
  Deferred income taxes                                                         -              22               9
  Prepayments and other                                                       124             161              51
                                                                           ------          ------          ------
                                                                              624             654             576
                                                                           ------          ------          ------
Non-current Assets
  Nuclear decommissioning trust funds                                         510             486             478
  Postretirement benefits                                                     380             404             411
  Abandoned Midland Project                                                    77              93              98
  Other                                                                       250             235             238
                                                                           ------          ------          ------
                                                                            1,217           1,218           1,225
                                                                           ------          ------          ------
Total Assets                                                               $6,916          $6,949          $6,838
                                                                           ======          ======          ======
</TABLE> 

<TABLE>

<CAPTION>

STOCKHOLDERS' INVESTMENT AND LIABILITIES                             September 30                    September 30
                                                                             1998     December 31            1997
                                                                       (Unaudited)           1997      (Unaudited)
                                                                                                      In Millions
<S>                                                                        <C>             <C>             <C>   
Capitalization
  Common stockholder's equity
    Common stock                                                           $  841          $  841          $  841
    Paid-in capital                                                           402             452             502
    Revaluation capital                                                        57              58              45
    Retained earnings since December 31, 1992                                 429             363             396
                                                                           ------          ------          ------
                                                                            1,729           1,714           1,784
  Preferred stock                                                             238             238             238
  Company-obligated mandatorily redeemable preferred securities of:
    Consumers Power Company Financing I (a)                                   100             100             100
    Consumers Energy Company Financing II (a)                                 120             120             120
  Long-term debt                                                            1,977           1,369           1,462
  Non-current portion of capital leases                                        77              74              82
                                                                           ------          ------          ------
                                                                            4,241           3,615           3,786
                                                                           ------          ------          ------
Current Liabilities
  Current portion of long-term debt and capital leases                        146             579             483
  Notes payable                                                               302             377             389
  Accounts payable                                                            160             171             140
  Accrued taxes                                                               109             244              97
  Accounts payable - related parties                                           72              79              75
  Power purchases (Note 2)                                                     47              47              47
  Accrued interest                                                             26              32              25
  Accrued refunds                                                              12              12               7
  Deferred income taxes                                                         4               -               -
  Other                                                                       143             136             139
                                                                           ------          ------          ------
                                                                            1,021           1,677           1,402
                                                                           ------          ------          ------
Non-current Liabilities
  Deferred income taxes                                                       661             688             630
  Postretirement benefits                                                     467             489             495
  Power purchases (Note 2)                                                    134             133             144
  Deferred investment tax credit                                              142             149             152
  Regulatory liabilities for income taxes, net                                 83              54              86
  Other                                                                       167             144             143
                                                                           ------          ------          ------
                                                                            1,654           1,657           1,650
                                                                           ------          ------          ------
Commitments and Contingencies (Note 2)

Total Stockholders' Investment and Liabilities                             $6,916          $6,949          $6,838
                                                                           ======          ======          ======

<FN>
(a)  The primary asset of Consumers Power Company Financing I is $103 million principal amount of 8.36% subordinated
deferrable interest notes due 2015 from Consumers.  The primary asset of Consumers Energy Company Financing II is $124
million principal amount of 8.20% subordinated deferrable interest notes due 2027 from Consumers.  

The accompanying condensed notes are an integral part of these statements.

</TABLE>
<PAGE>
<PAGE>  65

<TABLE>
                                                Consumers Energy Company
                                 Consolidated Statements of Common Stockholder's Equity
                                                       (Unaudited)
<CAPTION>
                                                 Three Months Ended      Nine Months Ended    Twelve Months Ended
September 30                                      1998         1997      1998         1997      1998         1997
                                                                                                      In Millions
<S>                                            <C>          <C>       <C>          <C>       <C>          <C>    
Common Stock
  At beginning and end of period               $   841      $   841   $   841      $   841   $   841      $   841
                                               -------      -------   -------      -------   -------      -------
Other Paid-in Capital
  At beginning of period                           452          504       452          504       502          504
  Return of stockholder's contribution             (50)           -       (50)           -      (100)           -
  Preferred stock reacquired                         -          (2)         -           (2)        -           (2)
                                               -------      -------   -------      -------   -------      -------
    At end of period                               402          502       402          502       402          502
                                               -------      -------   -------      -------   -------      -------
Revaluation Capital
  At beginning of period                            59           41        58           37        45           30
  Change in unrealized investment -
    gain (loss) (a)                                 (2)           4        (1)           8        12           15
                                               -------      -------   -------      -------   -------      -------
    At end of period                                57           45        57           45        57           45
                                               -------      -------   -------      -------   -------      -------
Retained Earnings
  At beginning of period                           396          368       363          297       396          326
  Net income (a)                                    86           80       266          239       348          305
  Common stock dividends declared                  (44)         (43)     (173)        (113)     (278)        (199)
  Preferred stock dividends declared                (5)          (6)      (14)         (20)      (19)         (27)
  Preferred securities distributions                (4)          (3)      (13)          (7)      (18)          (9)
                                               -------      -------   -------      -------   -------      -------
    At end of period                               429          396       429          396       429          396
                                               -------      -------   -------      -------   -------      -------
Total Common Stockholder's Equity               $1,729       $1,784    $1,729       $1,784    $1,729       $1,784
                                               =======      =======   =======      =======   =======      =======

(a)  Disclosure of Comprehensive Income:
     Revaluation capital
       Unrealized investment - gain (loss),
         net of tax of  $(1), $2, $-, $4,
         $7 and $8, respectively                $   (2)      $    4    $   (1)      $    8    $   12       $   15
     Net income                                     86           80       266          239       348          305
                                               -------      -------   -------      -------   -------      -------
     Total Comprehensive Income                 $   84       $   84    $  265       $  247    $  360       $  320
                                               =======      =======   =======      =======   =======      =======
<FN>
The accompanying condensed notes are an integral part of these statements.

</TABLE>
<PAGE>
<PAGE>  66

                          Consumers Energy Company
            Condensed Notes to Consolidated Financial Statements


These Consolidated Financial Statements and their related Condensed Notes
should be read along with the Consolidated Financial Statements and Notes
contained in Consumers' 1997 Form 10-K that includes the Report of
Independent Public Accountants.  In the opinion of management, the
unaudited information herein reflects all adjustments necessary to assure
the fair presentation of financial position, results of operations and
cash flows for the periods presented.


1:   Corporate Structure and Change of Significant Accounting Policies

CORPORATE STRUCTURE

Consumers is a combination electric and gas utility company serving the
Lower Peninsula of Michigan and is the principal subsidiary of CMS Energy,
a holding company.  Consumers' customer base includes a mix of
residential, commercial and diversified industrial customers, the largest
segment of which is the automotive industry.

IMPLEMENTATION OF NEW ACCOUNTING STANDARD

In 1997, the FASB issued SFAS 130, Reporting Comprehensive Income.  This
statement, which is effective for 1998 financial statement reporting,
establishes standards for reporting and display of comprehensive income
and its components.  Equity adjustments related to unrealized investment
gains and losses (net of tax), along with consolidated net income,
comprise comprehensive income.

CHANGE IN METHOD OF ACCOUNTING FOR PROPERTY TAXES

During the first quarter of 1998, Consumers implemented a change in the
method of accounting for property taxes so that such taxes are recognized
during the fiscal period of the taxing authority for which the taxes are
levied.  This change provides a better matching of property tax expense
with the services provided by the taxing authorities, and is considered
the most acceptable basis of recording property taxes.  Prior to 1998,
Consumers recorded property taxes monthly during the year following the
assessment date (December 31).  The cumulative effect of this one-time
change in accounting increased other income by $66 million, and earnings,
net of tax, by $43 million.  The pro forma effect on prior years'
consolidated net income of retroactively recording property taxes as if
the new method of accounting had been in effect for all periods presented
is not material.


2:   Uncertainties

ELECTRIC CONTINGENCIES

Electric Environmental Matters:  The Clean Air Act limits emissions of
sulfur dioxide and nitrogen oxides and requires emissions monitoring. 
Consumers' coal-fueled electric generating units burn low-sulfur coal and
are currently operating at or near the sulfur dioxide emission limits that
will be effective in the year 2000.  During the past few years, in order
to comply with the Act, Consumers incurred capital expenditures totaling
$46 million to install equipment at certain generating units.  Consumers
estimates capital expenditures for ongoing and proposed modifications at
other coal-fueled units to be an additional $26 million by the year 2000. 
Management believes that these expenditures will not materially affect
Consumers' annual operating costs.

Consumers currently operates within all Clean Air Act requirements and
meets current emission limits.  The Act requires the EPA to review,
periodically, the effectiveness of the national air quality standards in
preventing adverse health affects.  In 1997 the EPA revised these
standards.  Monitoring for the new standards is reasonably likely to
result in further limitations on small particulate and ozone related
emissions. 

Following completion of the Ozone Transport Assessment Group process and
requests by several Northeastern states, in September 1998, the EPA
Administrator signed final regulations requiring the State of Michigan to
further limit nitrogen oxide emissions.  Fossil-fueled emitters, such as
Consumers' generating units, can anticipate reduction in nitrogen oxide
emissions by 2003 to only 32 percent of levels allowed for the year 2000. 
The State of Michigan has one year to submit an implementation plan.  It
is unlikely that the State of Michigan will establish Consumers' nitrogen
oxide emissions reduction target until mid-to-late 1999.  Until this
target is established, the estimated cost of compliance is subject to
significant revision.

The preliminary estimate of capital costs to reduce nitrogen oxide-related
emissions for Consumers' fossil-fueled generating units is approximately
$290 million, plus an additional amount totaling $10 million per year for
operation and maintenance costs.  Consumers may need an equivalent amount
of capital expenditures and operation and maintenance costs to comply with
the new small particulate standards.  The State of Michigan has objected
to the extent of the required EPA emission reductions.  If a court were to
order the EPA to adopt the State of Michigan's position, costs could be
less than the current estimated amounts.  

Under the Michigan Natural Resources and Environmental Protection Act,
Consumers expects that it will ultimately incur investigation and remedial
action costs at a number of sites.  Nevertheless, it believes that these
costs are properly recoverable in rates under current ratemaking policies.

Consumers is a so-called potentially responsible party at several
contaminated sites administered under Superfund.  Superfund liability is
joint and several; along with Consumers, many other creditworthy,
potentially responsible parties with substantial assets cooperate with
respect to the individual sites.  Based upon past negotiations, Consumers
estimates that its share of the total liability for the known Superfund
sites will be between $3 million and $9 million.  At September 30, 1998,
Consumers has accrued $3 million for its estimated Superfund liability.

While decommissioning Big Rock, Consumers found that some areas of the
plant have coatings that contain both metals and PCBs.  Consumers does not
believe that any facility in the United States currently accepts the
radioactive portion of that waste.  The cost of removal and disposal is
currently unknown.  These costs would constitute part of the cost to
decommission the plant, and will be paid from the decommissioning fund. 
Consumers is studying the extent of the contamination and reviewing
options.

Stray Voltage:  Various parties have sued Consumers relating to the effect
of so-called stray voltage on certain livestock.  Claimants contend that
stray voltage results when low-level electrical currents present in
grounded electrical systems are diverted from their intended path. 
Consumers maintains a policy of investigating all customer calls regarding
stray voltage and working with customers to address their concerns.  It
also has an ongoing mitigation program to modify the service of all
customers with livestock.

In December 1997, the Michigan Supreme Court remanded for further
proceedings a 1994 Michigan trial court decision that refused to allow the
claims of over 200 named plaintiffs to be joined in a single action.  The
trial court dismissed all of the plaintiffs except the first-named
plaintiff, allowing the others to re-file separate actions.  Of the
original plaintiffs, only 49 re-filed separate cases.  All of those 49
cases have been resolved.  The Michigan Supreme Court remanded the matter,
finding that the proper remedy for misjoinder was not dismissal, but to
automatically allow each case to go forward separately.  Consumers filed a
motion for reconsideration with the Michigan Supreme Court, which was
denied.  As a result, 21 individual plaintiffs  elected to exercise their
right to proceed with separate actions.  Consumers has now resolved all 21
of those cases.  As of November 3, 1998, Consumers had 3 individual stray
voltage lawsuits awaiting trial court action, down from 12 cases as
reported at year end 1997.

Anti-Trust:  In October 1997, two independent power producers sued
Consumers and CMS Energy in a federal court.  The suit alleges antitrust
violations relating to contracts which Consumers entered into with some of
its customers and claims relating to power facilities.  The plaintiffs
claim damages of $100 million (which a court can treble in antitrust cases
as provided by law).  In September 1998, the court issued an opinion and
order granting CMS Energy's motion to dismiss.  The court has not yet
ruled on Consumers' motion to dismiss.  Consumers believes the lawsuit is
without merit and will vigorously defend against it, but cannot predict
the outcome of this matter.

ELECTRIC RATE MATTERS

Electric Proceedings:  In 1996, the MPSC issued a final order that
authorized Consumers to recover costs associated with the purchase of the
additional 325 MW of MCV Facility capacity (see "Power Purchases from the
MCV Partnership" in this Note) and recover its nuclear plant investment by
increasing prospective annual nuclear plant depreciation expense by $18
million, with a corresponding decrease in fossil-fueled generating plant
depreciation expense.  It also established an experimental direct-access
program.  Customers having a maximum demand of at least 2 MW are eligible
to purchase generation services directly from any eligible third-party
power supplier and Consumers would transmit the power for a fee.  The
direct-access program is limited to 134 MW of load.  In accordance with
the MPSC order, Consumers held a lottery in April 1997 to select the
customers to participate in the direct-access program.  Subsequently,
direct access for a portion of this 134 MW began in late 1997.  Consumers
expects the remaining amount of direct access to begin later in 1998.

In January 1998, the Court of Appeals affirmed an MPSC conclusion that the
MPSC has statutory authority to authorize an experimental electric retail
wheeling program.  By its terms, no retail wheeling has yet occurred
pursuant to that program.  In October 1998, the Michigan Supreme Court
issued an order granting Consumers' application for leave to appeal.   A
decision by the Michigan Supreme Court in this matter is expected in mid-
1999.

For information on other orders, see the Electric Restructuring section
below.

Electric Restructuring:  As part of ongoing proceedings relating to the
restructuring of the electric utility industry in Michigan, in June 1997
the MPSC issued an order proposing that beginning January 1, 1998
Consumers transmit and distribute energy on behalf of competing power
suppliers to serve retail customers.  

Subsequent to the June 1997 order, the MPSC issued further restructuring
orders in October 1997 and in January and February 1998.  These orders
provide for:  1) the recovery of estimated Transition Costs of $1.755
billion through a charge to all direct-access customers until the end of
the transition period in 2007, subject to an adjustment through a true-up
mechanism; 2) the commencement of the phase-in of direct-access in 1998;
3) the suspension of the power supply cost recovery clause; and 4) all
customers to be free to choose power suppliers on January 1, 2002.  See
"Other Electric Uncertainties" below for further information regarding the
effect of the PSCR suspension on the recovery of MCV Facility capacity
charges.  Consumers believes that the Transition Cost surcharge will apply
to all customers beginning in 2002.  The recovery of prudent costs of
implementing a direct-access program, estimated at an additional $200
million, would be reviewed for prudence and recovered via a charge
approved by the MPSC.  Nuclear decommissioning costs will also continue to
be collected through a separate surcharge to all customers.  Consumers
expects Michigan legislative consideration of the entire subject of
electric industry restructuring in 1998.  To be acceptable to Consumers,
the legislation would have to provide for full recovery of Transition
Costs.  Consumers expects the legislature to review all of the policy
choices made by the MPSC during the restructuring proceedings to assure
that they are in accord with those that the legislature believes should be
paramount.

There are numerous appeals pending at the Court of Appeals relating to the
MPSC's restructuring orders, including appeals by Consumers and Detroit
Edison.  Consumers believes that the MPSC lacks statutory authority to
mandate industry restructuring, and its appeal is limited to this
jurisdictional issue. 

As a result of an informal process involving consultations with MPSC staff
and other interested parties, as directed in the MPSC's February 1998
order, Consumers submitted to the MPSC in June 1998 its plan for
implementing direct access.  The primary issues addressed in the plan are: 
1) the implementation schedule;  2) the direct-access service options
available to customers and suppliers; 3) the process and requirements for
customers and others to obtain direct-access service; and 4) the roles and
responsibilities for Consumers, customers and suppliers.  Under the
schedule in the plan, Consumers will, over the 1998-2001 period, phase in
750 MW of retail customer load to direct-access customers.  At one time,
300 MW of direct-access load was to be opened for bidding in 1998, and an
additional 150 MW each year from 1999 to 2001.  This plan is consistent
with the previous orders regarding the phase-in process.  Due to the time
required for the MPSC to review the plan, Consumers does not believe
direct access will commence prior to the first quarter of 1999.  For
further information regarding the effects of the restructuring on
accounting methods, see Electric Business Outlook - Electric Application
of SFAS 71 in the MD&A.  Consumers cannot predict the outcome or timing of
electric restructuring on Consumers' financial position, liquidity, or
results of operations.

On October 2, 1998, Consumers initiated a process for the solicitation of
bids to acquire Consumers' rights to 1,240 MW of contract capacity and
associated energy under its PPA with the MCV Partnership. Consumers' 
rights to the 1,240 MW of contract capacity and associated energy are
being offered in one 1,240 MW block or in two 620 MW pieces, for the
period from the effective date in 1999 through either September 2007 or
March 2025.

Consumers has reserved the right at any time, in its sole discretion, to
terminate the bidding process or to reject any or all bids.  Consumers
will not consummate a transaction unless important customer benefits flow
from that transaction.  Any such transaction would be subject to the
approval of Consumers' Board of Directors and obtaining satisfactory rate
making and accounting treatment from the MPSC and the FERC with respect to
the definitive agreements, including any necessary approval by FERC of the
transfer of the 1,240 MW of contract capacity and associated energy.

In an order issued October 12, 1998, the MPSC delayed its consideration of
the auction process until the definitive agreements with the winning
bidder(s) are presented for review, but stated that Consumers' approach
offers a legitimate way to utilize independent market forces to determine
the above-market or stranded portion of Consumers' obligations under the
PPA with the MCV Partnership.  Consumers anticipates that such definitive
agreements, if any, will be negotiated by early February 1999 and
appropriate filings will be made with MPSC for consideration during the
first quarter of 1999.


OTHER ELECTRIC UNCERTAINTIES

The Midland Cogeneration Venture:  The MCV Partnership, which leases and
operates the MCV Facility, contracted to sell electricity to Consumers for
a 35-year period beginning in 1990 and to supply electricity and steam to
Dow.  Consumers, through two wholly owned subsidiaries, holds the
following assets related to the MCV Partnership and MCV Facility:  1)
CMS Midland owns a 49 percent general partnership interest in the MCV
Partnership; and 2) CMS Holdings holds, through FMLP, a 35 percent lessor
interest in the MCV Facility.

Summarized Statements of Income for CMS Midland and CMS Holdings-

                                                         In Millions
           Three Months Ended  Nine Months Ended Twelve Months Ended
September 30       1998  1997     1998      1997     1998       1997
                   ----  ----     ----      ----     ----       ----
Pretax operating
 income             $13   $18      $36       $36      $46        $45
Income taxes
 and other            4     6       11        11       14         13
                   ----  ----     ----      ----     ----       ----
Net income          $ 9   $12      $25       $25      $32        $32
                   ====  ====     ====      ====     ====       ====

Power Purchases from the MCV Partnership- After September 2007, pursuant
to the terms of the PPA and related undertakings, Consumers will only be
required to pay the MCV Partnership the capacity charge and energy charge
amounts authorized for recovery from electric customers by the MPSC. 
Currently, Consumers' annual obligation to purchase capacity from the MCV
Partnership is 1,240 MW through the termination of the PPA in 2025.  The
PPA provides that Consumers is to pay the MCV Partnership a  levelized
average capacity charge of 3.77 cents per kWh, a fixed energy charge, and
a variable energy charge based primarily on Consumers' average cost of
coal consumed.  The MPSC has, since January 1, 1993, permitted Consumers
to recover capacity charges averaging 3.62 cents per kWh for 915 MW, plus
a substantial portion of the fixed and variable energy charges.  Beginning
January 1, 1996, the MPSC has also permitted Consumers to recover capacity
charges for the remaining 325 MW of MCV Facility contract capacity.  The
order approving such recovery indicated that the recoverable capacity
charge for the 325 MW would gradually increase from an initial average
charge of 2.86 cents per kWh to an average charge of 3.62 cents per kWh by
2004, which latter amount would be collected thereafter. Because the MPSC
suspended the PSCR process as part of the electric industry restructuring
order (see "Electric Restructuring" in this Note), Consumers expects to
recover the future increases approved for the 325 MW capacity through an
adjustment to the frozen PSCR level; this adjustment is currently under
consideration by the MPSC. 

Consumers recognized a loss in 1992 for the present value of the estimated
future underrecoveries of power costs under the PPA.  At September 30,
1998 and December 31,1997, the after-tax present value of the PPA
liability totaled $118 million and $117 million, respectively.  The
increase in the liability since December 31, 1997 reflects an additional
$37 million accrual ($24 million after-tax) for higher than anticipated
MCV Facility availability levels experienced in prior periods and an
after-tax  accretion expense of $8 million, partially offset by after-tax
cash underrecoveries of $31 million.  The undiscounted after-tax amount
associated with the liability totaled $170 million at September 30, 1998. 
The after-tax cash underrecoveries are currently based on the assumption
that the MCV Facility will be available to generate electricity 91.5
percent of the time over its expected life.  For the first nine months of
1998 the MCV Facility was available 99.3 percent of the time, resulting in
$14 million over anticipated after-tax cash underrecoveries.  Consumers
believes it will continue to experience after-tax cash underrecoveries
associated with the PPA in amounts comparable to those shown below.

                                                     In Millions
                            1998     1999     2000   2001   2002

Estimated cash
 underrecoveries, 
 net of tax                  $37      $22      $21    $20    $19

Consumers bases the above estimated underrecoveries, in part, on an
estimate of the future availability of the MCV Facility.  If the MCV
Facility operates at levels above management's estimate over the remainder
of the PPA, Consumers will need to recognize losses for future
underrecoveries larger than amounts previously recorded.  Therefore,
Consumers would experience larger amounts of cash underrecoveries than
originally anticipated.  Management will continue to evaluate the adequacy
of the accrued liability considering actual MCV Facility operations.

In February 1998, the MCV Partnership filed a claim of appeal from the
January 1998 and February 1998 MPSC orders in the electric utility
industry restructuring.  At the same time, the MCV Partnership filed suit
in the U.S. District Court seeking a declaration that the MPSC's failure
to provide Consumers and the MCV Partnership a certain source of recovery
of capacity payments after 2007 deprived the MCV Partnership of its rights
under the Public Utilities Regulatory Policies Act of 1978.  The MCV
Partnership is seeking to prohibit the MPSC from implementing portions of
the order.

PSCR Matters Related to Power Purchases from the MCV Partnership- As part
of a 1995 decision in the 1993 PSCR reconciliation case, the MPSC
disallowed a portion of the costs related to purchases from the MCV
Partnership and instead assumed recovery of those costs from wholesale
customers.  Consumers believed this was contrary to the terms of an
earlier 1993 settlement order and appealed.  The MCV Partnership and ABATE
also filed separate appeals of this order.  In November 1996, the Court of
Appeals affirmed the MPSC's 1995 decision.  The MCV Partnership filed an
application for leave to appeal with the Michigan Supreme Court which was
denied in January 1998.  This matter is now closed.

Nuclear Matters:  Consumers filed updated decommissioning information with
the MPSC in 1995 that estimated decommissioning costs for Big Rock and
Palisades.  In April 1996, the MPSC issued an order in Consumers' nuclear
decommissioning case, which fully supported Consumers' request and did not
change the overall surcharge revenues collected from retail customers. 
The MPSC ordered Consumers to file a report on the adequacy of the
surcharge revenues with the MPSC at three-year intervals beginning in
1998.  On March 31, 1998, Consumers filed with the MPSC a new
decommissioning cost estimate for Big Rock and Palisades of $294 million
and $518 million (in 1997 dollars) respectively.  The estimated
decommissioning costs decreased from previous estimates primarily due to a
decrease in offsite burial costs.  Consumers recommended a reallocation of
its existing surcharge between the two plants on January 1, 1999 to
provide additional funds to decommission Big Rock.  Consumers filed a
revision to its Post Shutdown Activities Report (formerly decommissioning
report) with the NRC to reflect the shutdown of Big Rock.

Big Rock is being decommissioned.  It was closed permanently on August 29,
1997 because management determined that it would be uneconomical to
operate in an increasingly competitive environment.  Consumers had
originally scheduled the plant to close May 31, 2000, at the end of the
plant's operating license.  Plant decommissioning began in September 1997
and may take five to ten years to return the site to its original
condition.

In January 1997, the NRC issued its Systematic Assessment of Licensee
Performance report for Palisades.  The report rated all areas as good,
unchanged from the previous assessment.   The NRC suspended the Systematic
Assessment of Licensee Performance process for all licensees.   Palisades
was  to have been reevaluated in September 1998.

Palisades' temporary on-site storage pool for spent nuclear fuel is at
capacity.  Consequently, Consumers is using NRC-approved steel and
concrete vaults, commonly known as "dry casks", for temporary on-site
storage. 

As of September 30, 1998 Consumers had loaded 13 dry storage casks with
spent nuclear fuel at Palisades.  Consumers plans to load five additional
casks at Palisades in 1999 pending approval by the NRC.  In June 1997, the
NRC approved Consumers' process for unloading spent fuel from a cask at
Palisades previously discovered to have minor weld flaws.  Consumers
intends to transfer the spent fuel to a new transportable cask when one is
available. 

A planned outage for refueling and maintenance at Palisades was completed
June 7, 1998.  Consumers replaced 60 nuclear fuel assemblies in the
plant's reactor during the outage.

The NRC requires Consumers to make certain calculations and report to it
on the continuing ability of the Palisades reactor vessel to withstand
postulated pressurized thermal shock events during its remaining license
life, considering the embrittlement of reactor vessel materials over time
due to operation in a radioactive environment.  Based on continuing
analysis of data in December 1996, Consumers received an interim Safety
Evaluation Report from the NRC indicating that the reactor vessel can be
safely operated through 2003 before reaching the NRC's screening criteria
for reactor embrittlement.  Consumers believes that with fuel management
designed to minimize embrittlement, it can operate Palisades to the end of
its license life in the year 2007 without annealing the reactor vessel. 
Nevertheless, Consumers will continue to monitor the matter.

Capital Expenditures:  Consumers estimates electric capital expenditures,
including new lease commitments, of $341 million for 1998, $380 million
for 1999, and $385 million for 2000.  For further information, see the
Capital Expenditures Outlook section in the MD&A.

GAS CONTINGENCIES

Gas Environmental Matters:  Under the Michigan Natural Resources and
Environmental Protection Act, Consumers expects that it will ultimately
incur investigation and remedial action costs at a number of sites,
including some 23 sites that formerly housed manufactured gas plant
facilities, even those in which it has a partial or no current ownership
interest.  In 1998 Consumers plans to study indoor air issues at
residences on some sites and ground water impacts or surface soil impacts
at other sites.  On sites where Consumers has received site-wide study
plan approvals, it will continue to implement these plans.  It will also
work toward closure of environmental issues at sites as studies are
completed.  Data available to Consumers and its continued internal review
have resulted in an estimate for all costs related to investigation and
remedial action for all 23 sites of between $48 million and $98 million,
of which Consumers accrued a liability for $48 million.  These estimates
are based on undiscounted 1998 costs.  As of September 30,1998, Consumers
has a remaining accrued liability of $46 million and a regulatory asset
for approximately the same amount.  Any significant change in assumptions,
such as remediation techniques, nature and extent of contamination, and
legal and regulatory requirements, could affect the estimate of remedial
action costs for the sites.  According to an MPSC rate order issued in
1996, Consumers will defer and amortize, over a period of ten years,
environmental clean-up costs above the amount currently being recovered in
rates.  Rate recognition of amortization expense will not begin until
after a prudence review in a general rate case.  The order authorizes
current recovery of $1 million annually.  Consumers has initiated a
lawsuit against certain insurance companies regarding coverage for some or
all of the costs that it may incur for these sites.

GAS RATE MATTERS

Gas Restructuring:  In December 1997, the MPSC approved Consumers'
application to implement a statewide experimental gas transportation pilot
program.  Consumers' expanded experimental program will extend over a
three-year period, eventually allowing 300,000 residential, commercial and
industrial retail gas sales customers to choose their gas supplier.  The
program is voluntary for natural gas customers.  Participating customers
are being selected on a first-come, first-served basis, up to a limit of
100,000 customers beginning April 1, 1998.  As of October 23, 1998, more
than 80,000 customers chose alternative gas suppliers, representing
approximately 24 bcf of gas load.  Of these alternative gas suppliers, one
was a CMS Energy affiliate.  Up to 100,000 more customers may be added
beginning April 1 of each of the next two years.  Customers choosing to
remain as sales customers of Consumers will not see a rate change in their
natural gas rates.  The order allowing the implementation of this program: 
1) suspends Consumers' gas cost recovery clause, effective April 1, 1998
for a three-year period, establishing a gas commodity cost at a fixed rate
of $2.84 per mcf; 2) establishes an earnings sharing mechanism that will
provide for refunds to customers if Consumers' earnings during the three-
year term of the program exceed certain pre-determined levels; and 3)
establishes a gas transportation code of conduct that addresses concerns
about the relationship between Consumers and marketers, including its
affiliated marketers.  This experimental program will allow competing gas
suppliers, including marketers and brokers, to market natural gas to a
large number of retail customers in direct competition with Consumers.  In
January 1998, the Attorney General, ABATE and other parties filed claims
of appeal regarding the program with the Court of Appeals.  At September
30, 1998, Consumers had an exposure to gas price increases if the cost was
to exceed $2.84 per mcf for the following volumes:  5 percent of its 1998
requirements; 40 percent of its 1999 requirements; and 65 percent of its
2000 requirements.  Additional forward coverage is currently under review. 
The forward contracts currently in place were consummated at prices less
than $2.84 per mcf.  The contracts are being used to manage Consumers'
exposure to gas commodity cost increases in a three-year experimental gas
program.  For further information regarding the effects of the
restructuring on accounting methods, see Gas Business Outlook -
Application of SFAS 71 in the MD&A.


OTHER GAS UNCERTAINTIES

Capital Expenditures:  Consumers estimates gas capital expenditures,
including new lease commitments, of $117 million for 1998, $125 million
for 1999, and $125 million for 2000.  For further information, see the
Capital Expenditures Outlook section in the MD&A.

In addition to the matters disclosed in this note, Consumers and certain
of its subsidiaries are parties to certain lawsuits and administrative
proceedings before various courts and governmental agencies arising from
the ordinary course of business.  These lawsuits and proceedings may
involve personal injury, property damage, contractual matters,
environmental issues, federal and state taxes, rates, licensing and other
matters.

Consumers has accrued estimated losses for certain contingencies discussed
in this Note.  Resolution of these contingencies is not expected to have a
material adverse impact on Consumers' financial position, liquidity, or
results of operations.


3:   Short-Term Financings and Capitalization

Authorization:  At November 1, 1998, Consumers had remaining FERC
authorization to:  1) issue or guarantee through June 2000, up to $900
million of short-term securities outstanding at any one time; 2)
guarantee, through 1999, up to $25 million in loans made by others to
residents of Michigan for making energy-related home improvements; and 3)
issue through June 2000, up to $900 million long-term securities with
maturities up to 30 years for refinancing purposes.

Short-Term Financings:  Consumers has an unsecured $425 million credit
facility and unsecured lines of credit aggregating $130 million.  These
facilities are available to finance seasonal working capital requirements
and to pay for capital expenditures between long-term financings.  At
September 30, 1998, a total of $302 million was outstanding at a weighted
average interest rate of 6.3 percent, compared with $389 million
outstanding at September 30, 1997, at a weighted average interest rate of
6.2 percent.  In January 1998, Consumers entered into interest rate swaps
totaling $300 million.  These swap arrangements have had an immaterial
effect on interest expense.

Consumers also has in place a $500 million trade receivables sale program. 
At September 30, 1998 and 1997, receivables sold under the program totaled
$307 million and $250 million, respectively.  Accounts receivable and
accrued revenue in the Consolidated Balance Sheets have been reduced to
reflect receivables sold.

Capital Stock:  The primary asset of Consumers Power Company Financing I
is $103 million principal amount of 8.36 percent subordinated deferrable
interest notes due 2015 from Consumers.  The primary asset of Consumers
Energy Company Financing II is $124 million principal amount of 8.20
percent subordinated deferrable interest notes due 2027 from Consumers.

Long-Term Financings:  The following table describes the new issuances of
long-term financings which have occurred during 1998 through early
November 1998.


<TABLE>
<CAPTION>
                                                          In Millions
                     Month                      Interest    Principal         
                     Issued      Maturity       Rate (%)       Amount          Use of Proceeds       
----------------     ------      --------       -------     ---------         ---------------------------
<S>                  <C>         <C>            <C>           <C>             <C>
Senior Notes (a)     February    2008           6.375         $   250         Pay down First Mortgage Bonds
                                                                               and general corporate purposes
Senior Notes (a)     March       2018           6.875             225         Pay down First Mortgage Bonds 
                                                                               and other long-term debt
Senior Notes (a)     May         2008           6.2 (b)           250         Pay down First Mortgage Bonds,
                                                                               long-term bank debt and
                                                                               general corporate purposes
Long-Term
 Bank Debt           May         2001-2003      6.05 (d)          225         Pay down long-term bank debt
                                                                               and general corporate purposes
 Senior Notes (a)    June        2018           6.5 (c)           200         Pay down First Mortgage Bonds and
                                                                               general corporate purposes
Senior Notes (e)     October     2028           6.5               150         Pay down long-term bank debt
                                                                              and general corporate purposes
                                                              -------
Total                                                          $1,300                                

<FN>

(a) The Senior Notes are secured by Consumers First Mortgage Bonds issued
contemporaneously in a similar amount.
(b) The interest rate may be reset in 2003.
(c) The interest rate will be reset in June 2005.
(d) The interest rate is variable; weighted average interest rate upon
original issuance was 6.05 percent.
(e) The Senior Notes are secured by Consumers First Mortgage Bonds issued
contemporaneously in a similar amount and are insured for full debt
service.

</TABLE>

In October 1998, Consumers unwound an interest rate guarantee of $145
million associated with the issuance of $150 million senior notes.  The
effective rate of the debt is 7 percent taking into consideration the
issuance costs, interest rate guarantee and insurance costs.

The following table describes the retirements of long-term financings
which have occurred during 1998 through early November 1998.

                                                          In Millions
                        Month                   Interest    Principal
                        Retired     Maturity    Rate (%)       Amount
                        -------     -------     -------    ----------
First Mortgage Bonds    February    1998        8.75             $248
Long-Term Bank Debt     February    1998        6.4 (a)            50
First Mortgage Bonds    March       2001-2002   7.5               119
First Mortgage Bonds    April       2023        7.375              36
First Mortgage Bonds    May         1998        6.875              43
Long-Term Bank Debt     May         1998-1999   6.3 (b)           350
First Mortgage Bonds    July        1999        8.875             136
First Mortgage Bonds    October     1998        6.625              45
Long-Term Bank Debt     November    2001-2003   6.05               50
                                                                -----
Total                                                          $1,077
                                                                =====

(a) The interest rate was variable; weighted average interest rate at
December 31, 1997 was 6.4 percent.
(b) The interest rate was variable; weighted average interest rate at
March 31, 1998 was 6.3 percent.

Consumers had unsecured, variable rate long-term bank debt with an
outstanding balance at September 30, 1998 and 1997 of $225 million and
$400 million, respectively.  At September 30, 1998 and 1997 the debt
carried weighted average interest rates of 6.1 percent and 6.3 percent,
respectively.  In February 1998, Consumers retired $50 million of its $400
million unsecured long-term bank debt.  In May 1998, Consumers refinanced
the remaining $350 million unsecured long-term bank debt, in part with
$225 million unsecured long-term bank debt.  To cover the remaining $125
million of bank debt refinancing, in May 1998 Consumers issued $250
million of senior notes due 2008, at an interest rate of 6.2 percent.  The
$125 million balance of senior notes due 2008 was used for repurchasing
$36 million of 7.375 percent First Mortgage Bonds and for general
corporate purposes.

Under the provisions of its Articles of Incorporation at September 30,
1998, Consumers had $295 million of unrestricted retained earnings
available to pay common dividends.  In October 1998, Consumers declared a
$68 million common dividend to be paid in November 1998.


<PAGE>
<PAGE> 77 

ARTHUR ANDERSEN LLP
 



Report of Independent Public Accountants



To Consumers Energy Company:

We have reviewed the accompanying consolidated balance sheets of CONSUMERS
ENERGY COMPANY (a Michigan corporation and wholly owned subsidiary of
CMS Energy Corporation) and subsidiaries as of September 30, 1998 and
1997, the related consolidated statements of income and common
stockholder's equity for the three-month, nine-month, and twelve-month
periods then ended, and the related consolidated statements of cash flows
for the nine-month and twelve-month periods then ended.  These financial
statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical
procedures to financial data and making inquiries of persons responsible
for financial and accounting matters.  It is substantially less in scope
than an audit conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole.  Accordingly, we do
not express such an opinion.

Based on our review, we are not aware of any material modifications that
should be made to the financial statements referred to above for them to
be in conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet and consolidated statements of
long-term debt and preferred stock of Consumers Energy Company and
subsidiaries as of December 31, 1997, and the related consolidated
statements of income, common stockholder's equity and cash flows for the
year then ended (not presented herein), and, in our report dated January
26, 1998, we expressed an unqualified opinion on those statements.  In our
opinion, the information set forth in the accompanying consolidated
balance sheet as of December 31, 1997, is fairly stated, in all material
respects, in relation to the consolidated balance sheet from which it has
been derived. 

Arthur Andersen LLP
 
Detroit, Michigan,
      November 10, 1998.









<PAGE>  78

Quantitative and Qualitative
 Disclosures about Market Risk

CMS Energy

Quantitative and Qualitative Disclosures About Market Risk is contained in
PART I: CMS Energy Corporation Management's Discussion and Analysis which
is incorporated by reference herein.



                        PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings

The discussion below is limited to an update of developments that have
occurred in various judicial and administrative proceedings, many of which
are more fully described in CMS Energy's and Consumers' Form 10-K for the
year ended December 31, 1997, and in their Form 10-Q for the quarters
ended March 31, and June 30, 1998. Reference is made to the Notes to the
Consolidated Financial Statements included herein for additional
information regarding various pending administrative and judicial
proceedings involving rate, operating and environmental matters.

Consumers Stray Voltage Litigation

For a discussion of Consumers' stray voltage litigation see Note 2,
subsection "Stray Voltage" of the Condensed Notes to the Consolidated
Financial Statements in Part I of this Report, incorporated by reference
herein.

CMS Energy and Consumers Antitrust Litigation

For a discussion of CMS Energy's and Consumers' antitrust litigation see
Note 2, subsection "Anti-Trust" of the Condensed Notes to the Consolidated
Financial Statements in Part I of this Report, incorporated by reference
herein.

CMS Energy Independent Power Production Project Litigation

In August 1995, William R. Williams and two of his corporations, Altresco
Philippines, Inc. and WRW Corporation (formerly Altresco International,
Inc.), filed a lawsuit against CMS Generation in connection with a project
to be developed in the Philippines by Luzon Power Associates, Inc. in
which CMS Generation owned a 50 percent interest.  The plaintiffs' claims
primarily relate to a confidentiality agreement between the parties and
CMS Generation's alleged violation of a restrictive covenant in the
confidentiality agreement.  The plaintiffs claimed direct damages of
approximately $85 million and indirect damages in a like amount from loss
of future business, plus punitive damages, interest, and attorney's fees.
Arbitration was completed in June 1998 and a decision by the International
Chamber of Commerce ("ICC"), International Court of Arbitration was
rendered in September 1998. The ICC ruled that the plaintiffs are entitled
to a sum of $3 million in direct damages together with interest thereon at
7 percent per annum, plus a total of $3.7 million in attorneys fees and
costs. Related litigation in Denver Federal District Court remains
pending, with a trial scheduled for April 1999.

ITEM 6.  Exhibits and Reports on Form 8-K

(a)  List of Exhibits

(4)(a)  -  Consumers:      Third Supplemental Indenture dated as of
                           October 29, 1998, between Consumers and The
                           Chase Manhattan Bank, as Trustee
(4)(b)  -  Consumers:      Seventy-fourth Supplemental Indenture dated as
                           of October 29, 1998, between Consumers and The
                           Chase Manhattan Bank, as Trustee
(12)    -  CMS Energy:     Statements regarding computation of Ratio of
                           Earnings to Fixed Charges
(15)(a) -  Consumers:      Letter of Independent Public Accountant
(15)(b) -  CMS Energy:     Letter of Independent Public Accountant
(27)(a) -  CMS Energy:     Financial Data Schedule
(27)(b) -  Consumers:      Financial Data Schedule
(99)    -  CMS Energy:     Consumers Gas Group Financials

(b)  Reports on Form 8-K

A Current Report on Form 8-K dated October 2, 1998 was filed by each of
CMS Energy and Consumers, and Current Reports on Form 8-K dated June 23,
July 30, October 2, and November 3, 1998 were filed by CMS Energy, all
covering matters pursuant to "Item 5. Other Events."


<PAGE>







<PAGE>
<PAGE>  80

                                 SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, each
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.  The signature for each undersigned
company shall be deemed to relate only to matters having reference to such
company or its subsidiary.



                                                   CMS ENERGY CORPORATION 
                                                       (Registrant)


Dated: November 12, 1998                          By_____________________   
                                                    
                                                     Alan M. Wright
                                                 Senior Vice President and
                                                  Chief Financial Officer



                                                  CONSUMERS ENERGY COMPANY 
                                                      (Registrant)


Dated: November 12, 1998                          By_____________________   
                                                    
                                                      Alan M. Wright
                                                 Senior Vice President and
                                                  Chief Financial Officer










<PAGE>
<PAGE>  




                                UNITED STATES

                     SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C.  20549



                           CMS ENERGY CORPORATION

                                     AND

                          CONSUMERS ENERGY COMPANY



                                  FORM 10-Q

                                  EXHIBITS



                    FOR QUARTER ENDED SEPTEMBER 30, 1998


                                EXHIBIT INDEX

Exhibit
Numbers                          Description                               

(4)(a)        Consumers: Third Supplemental Indenture dated as of October
              29, 1998, between Consumers and The Chase Manhattan Bank, as
              Trustee
(4)(b)        Consumers: Seventy-fourth Supplemental Indenture dated as of
              October 29, 1998, between Consumers and The Chase Manhattan
              Bank, as Trustee
(12)          CMS Energy:      Statements regarding computation of Ratio
                               of Earnings to Fixed Charges
(15)(a)       Consumers:       Letter of Independent Public Accountant
(15)(b)       CMS Energy:      Letter of Independent Public Accountant
(27)(a)       CMS Energy:      Financial Data Schedule
(27)(b)       Consumers:       Financial Data Schedule
(99)          CMS Energy:      Consumers Gas Group Financials









<PAGE>