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                                                                   EXHIBIT 99(b)



                                           August 14, 2002


Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

         Re:  Consumers Energy Company Form 10-Q for the Period Ended
              June 30, 2002

To Whom It May Concern:

         As the Chief Executive Officer and the Chief Financial Officer of
Consumers Energy Company ("Consumers Energy" ), we are submitting this letter to
the Securities and Exchange Commission to explain the facts and circumstances
due to which the Consumers Energy's Quarterly Report on Form 10-Q for the period
ended June 30, 2002 (the "Report") is not accompanied by a certification from us
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

         As previously disclosed, the Board of Directors of CMS Energy
Corporation, the parent of Consumers Energy, has formed a special committee to
investigate matters surrounding round trip trades conducted by CMS Energy's
subsidiary, CMS Marketing, Services and Trading Company. The special committee
has begun but has not yet completed its work. (Mr. Whipple is a member of the
special committee.)

         Also as previously disclosed, CMS Energy is currently in the process of
restating its 2001 year end balance sheet to adjust for offsetting receivable
and payable amounts of $122 million related to round trip trades, and restating
2001 revenue and expense of $5 million inadvertently missed in an earlier
reclassification of its 2001 financial statements to eliminate $4.2 billion of
revenue and expense (which earlier reclassification is already reflected in CMS
Energy's Annual Report on Form 10-K for the year ended December 31, 2001). This
restatement will also adjust the CMS Energy 2000 year end balance sheet to
eliminate approximately $1 billion of offsetting revenue and expense in that
year. Additional adjustments may be required as a result of the restatement, the
special committee investigation or the re-audit work described below.

         In addition, as has been previously disclosed, by letter dated June 10,
2002, Arthur Andersen LLP informed the Audit Committee of CMS Energy that, in
light of the uncertainty regarding (a) when the special committee will complete
its work, (b) what the results of that work will be, and (c) whether the special
committee's work will have a related impact on previously stated financial
statements, Arthur Andersen's auditor reports related to the consolidated
financial statements of CMS Energy and subsidiaries as of and for the years
ended December 31, 2000 and 2001 cannot be relied upon. While CMS Energy's new
auditor, Ernst & Young LLP, has commenced its audit work, to the extent
necessary to

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support CMS Energy's restatement and filing of a 2001 Form 10-K/A, Ernst & Young
has advised CMS Energy that the re-audit work can only be completed following
receipt of certain assurances regarding the results of the special committee
investigation. In addition, while Ernst & Young has initiated its review of the
Consumers Energy financial statements in the Report, it cannot complete that
review until the re-audit work of CMS Energy has been completed.  Therefore, the
review required by Section 10-01(d) of Regulation S-X has not been completed and
these financial statements cannot be represented as fully complying with Section
13(a) of the Securities Exchange Act of 1934, as amended.

         In light of the foregoing circumstances, we have not issued a
certification to accompany the Report pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


                                    Sincerely yours,

                                    /s/ Kenneth Whipple

                                    Kenneth Whipple
                                    Chairman and Chief Executive Officer

                                    /s/ Alan M. Wright

                                    Alan M. Wright
                                    Chief Financial Officer





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