Exhibit  10.1
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                           CHANGE IN CONTROL AGREEMENT


     This  is  an  Agreement entered into between SEMCO Energy, Inc., a Michigan
corporation  ("Company"),  and  ______________  ("Executive").  References  to
employment  by  Executive  with the Company include employment by the Company or
one  of  its  subsidiaries.


                                   BACKGROUND

A.     Executive  is  a  valued  member  of  the  Company's  management  team.

B.     The  Board  of  Directors  of  the  Company  desires  to  recognize  the
contributions  of  the  Executive  to  the  Company  and  to  assure  continuous
harmonious  management  of  the  Company.

C.     The  Board  of Directors of the Company believes that public companies in
the  natural  gas  industry  face  the  possibility  of  a Change in Control (as
hereinafter defined), and that the management uncertainty related to a Change in
Control  can have potential adverse effects on the Company and its shareholders.

D.     The  Board  of  Directors  of the Company believes that it is in the best
interests  of the Company that the Executive remain in the employ of the Company
during  an  actual  or threatened Change in Control of the Company, and that the
Executive  be  granted  certain  protection  in  the  event that the Executive's
employment  is  involuntarily  terminated or the Executive terminates employment
for  Good  Reason  (as  hereinafter  defined)  prior to or following a Change in
Control.

                                    AGREEMENT

Executive  and  Company  agree  as  follows:

SECTION  1.     EFFECTIVE  DATE OF AGREEMENT.  This Agreement shall be effective
immediately  upon  its  execution  by  both  parties.

SECTION  2.     TERMINATION  OF  AGREEMENT.  This Agreement shall terminate upon
the  earlier  of:

(a)     The  termination  of the Executive's employment with the Company for any
reason (i) prior to a Change in Control and (ii) not In Anticipation of a Change
in  Control (excluding assignment of Executive to employment by the Company or a
subsidiary  of  the  Company);

(b)     Upon  the  Executive's  assignment  to  a non-Executive position if said
assignment is (i) prior to a Change in Control and (ii) not In Anticipation of a
Change  in  Control;

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(c)     The  termination of Executive's employment because of death, disability,
voluntary  retirement on or after age 65, or Cause (as defined in Section 6(b));
or

(d)     April 1, 2003, unless extended by the Board of Directors of the Company.

SECTION  3.     REQUIREMENTS  FOR BENEFITS.  The benefits set forth in Section 7
shall  be  provided in the event there has been a Change in Control as set forth
in  Section  4  and  within  two  years  thereafter  there  is  a Termination of
Employment  of  Executive, as described in Section 6.  The benefits set forth in
Section  7  shall  also  be  provided  in  the  event  there is a Termination of
Employment  of  Executive In Anticipation of a Change in Control as set forth in
Section  5.  Benefits  shall  be provided only in response to a valid claim made
within  sixty  (60)  days  of  such event or the Change in Control, whichever is
later,  in  accordance  with  the  provisions  of  Section  14.

SECTION 4.     CHANGE IN CONTROL.  A "Change in Control" as used herein shall be
deemed  to  have  occurred:

(a)     if  any  "person,"  including a "group" as determined in accordance with
Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Exchange Act"), is
or  becomes  the  beneficial owner, directly or indirectly, of securities of the
Company  representing forty (40) percent or more of the combined voting power of
the  Company's  then  outstanding  securities;

(b)     if  the  shareholders  of  the  Company  approve  (i) the sale of all or
substantially  all  the  Company's  assets  or  (ii) any transaction which would
result  in  paragraph  (a)  above  being  true;  or

(c)     upon the addition of a majority of new members to the Board of Directors
within  any  twelve-month  period.

SECTION  5.     IN  ANTICIPATION OF A CHANGE IN CONTROL.  An action is taken "In
Anticipation  of  a  Change  in Control" if taken in preparation for a Change in
Control  within six (6) months prior to an actual Change in Control.  Subject to
reasonable rebuttal, any action by the Company taken within six (6) months prior
to  a  Change in Control shall be presumed to be an action taken In Anticipation
of  a  Change  in  Control.

SECTION  6.     TERMINATION  OF  EMPLOYMENT.

     (a)     "Termination  of  Employment"  means:

     (1)     Termination  by  the  Company of the Executive's employment for any
reason  other than death, disability, voluntary retirement on or after age 65 or
Cause  (excluding  assignment  of  Executive  to  employment by the Company or a
subsidiary  of  Company);  or

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     (2)     Resignation  by  Executive  for  Good  Reason.

     (b)     "Good  Reason"  means the occurrence of any of the following events
without  Executive's  express  written  consent:

     (1)     Any  reduction  in  the  Executive's  salary;

     (2)     Any  failure  by  the  Company to continue any bonus plan, or other
incentive  plan  (without  instituting a comparable plan) in which the Executive
participated;

     (3)     Any significant diminution of the Executive's authority, duties and
responsibilities,

     (4)     Any  required relocation of the Executive's residence to a location
outside  of  the  state  of  Michigan.

     (c)     "Cause"  means  an  act  of  Executive  constituting  willful gross
misconduct, material breach of duties, or an act of material dishonesty or fraud
that  is  injurious  to  the  Company.

SECTION  7.     SEVERANCE  BENEFIT.  Upon the occurrence of the events described
in  Section  3,  Company  shall  provide  the  Executive the following benefits:

(a)     An  amount  equal  to  one  year's  salary,  computed as (i) Executive's
highest annual W-2 Compensation from the Company during the last three years, or
(ii),  if  Executive  has not been employed by the Company for at least one full
calendar  year  upon  the  occurrence  of  the events described in Section 3, an
amount  equal  to  Executive's  annual  base  salary  rate  at  the time of such
occurrence.  "W-2  Compensation"  shall  exclude  compensation  derived from the
exercise  of  stock  options  and  other  income  from the Company's stock based
incentive  plan,  signing  bonuses,  relocation expense reimbursement and awards
under  the  Short  Term  Incentive  Plan  or  its  successor.

(b)     Continued participation in the Company's (or successor's) group life and
disability coverage (to the extent permitted by law and any applicable insurance
carrier), family medical, hospitalization and dental coverage, until the earlier
of  the  expiration of one (1) year or the commencement of a comparable coverage
from  another  employer;  provided  that  any continuation of medical and dental
coverage  shall  run  concurrently  with the Executive's statutory COBRA period.
The  Executive  shall  promptly  notify  the  Company upon receipt of comparable
coverage  from  a  new  employer.

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(c)     The  Company  shall  provide  and  pay for services for an out placement
executive  search  firm  for  a  period of six months following a Termination of
Employment  of  Executive.

(d)     Benefits  shall  be reduced to the extent necessary to avoid loss of any
tax  deduction  or  payment  of  non-deductible  items under Section 280G of the
Internal  Revenue  Code  of  1986,  as  amended  (the  "Code").

SECTION  8.     METHOD  OF  PAYMENT.

     (a)     In  the  case  of a "Friendly Change in Control," as defined below,
the Benefit payable under Section 7(a) shall be paid over twelve months in equal
payments  consistent  with  the  Company's  payroll practices, the first payment
being  due on the first payday of the month following Termination of Employment.
Any  late  payments  shall  include  interest at the prime rate (as published by
First  of  Michigan  Bank)  plus  two  percentage points.  A "Friendly Change in
Control"  means  a  transaction approved by (i) a majority of the members of the
Board  of  Directors  who have been in office for at least twelve (12) months or
(ii)  a  Board  whose majority consists of members in office twelve months, plus
members  who  were  recommended or elected by a majority of incumbent directors.

     (b)     In  any  case  other than a Friendly Change in Control, the Benefit
payable  under  Section 7(a) shall be paid in a lump sum within twenty (20) days
after  Termination  of  Employment, with interest thereon accruing thereafter at
the  rate  described  above.

SECTION  9.     NO  MITIGATION  OR  DUTY TO SEEK EMPLOYMENT.  Executive shall be
under  no  obligation  to  seek  or accept other employment after Termination of
Employment.  Further,  any  Benefits, except as set forth in Section 7(b), shall
not  be  diminished  as  a  result  of  subsequent  employment.

SECTION  10.     TAX WITHHOLDING.  The Company may withhold or require Executive
to  remit  (at  the  time of receipt of Benefits) all applicable Federal, State,
local  or  other  withholding  taxes.

SECTION  11.     BINDING  EFFECT.

     (a)     This  Agreement shall be binding upon successors and assigns of the
company.

     (b)     This  Agreement  shall be binding upon Executive and shall inure to
the  benefit  of  Executive's  legal  representatives  and  heirs.

SECTION  12.     AMENDMENT OR MODIFICATION OF AGREEMENT.  This Agreement may not
be  modified  or  amended  except by instrument in writing signed by the parties
hereto.

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SECTION  13.     VALIDITY.  The  invalidity or unenforceability of any provision
of  this  Agreement shall not affect the validity or enforceability of any other
provision.

SECTION  14.     CLAIMS  PROCEDURE.

      (a)     The  Administrator  shall  be  the Company, whose address is SEMCO
Energy,  Inc.,  405 Water St., Port Huron, Michigan.  The Company shall have the
right  to  designate  one  or  more employees as Administrator at any time.  The
Company shall give Executive written notice of any change.  All notices shall be
in  writing,  and  delivered to Executive in person or sent by certified mail to
Executive's  last  known  address.

     (b)     The  Administrator  shall  make  all determinations as to Benefits.
Any  denial  of a claim for benefits shall be stated in writing and delivered or
mailed  within ten (10) business days after receipt of the claim, unless special
circumstances  require  an  extension  of  time.  Written notice of an extension
shall  be furnished prior to the termination of the initial 10-day period.  Such
extension  may not exceed ten (10) business days.  Failure to provide any notice
within  ten  (10)  business days constitutes acceptance of the claim.  Notice of
denial  shall  set  forth  reasons  for the denial, reference to provisions upon
which  the  denial is based, a description of additional material or information
necessary  to  perfect  the  claim,  with an explanation of why such material or
information is necessary, and an explanation of claim review procedures, written
in  a  manner  that  may  be  understood  without  legal  counsel.

     (c)     A  claimant  whose  claim  has  been wholly or partially denied may
request,  within ten (10) days following such denial in writing a review of such
denial.  The  claimant  may submit comments in writing and may include a request
for  a  hearing  in  person  before  the  administrator.  Prior  to submitting a
request,  the  claimant  shall  be  entitled  to  review  such  documents as the
Administrator  agrees  are  pertinent  to  the  claim.  The  claimant  may  be
represented by counsel.  The Administrator's decision with respect to any review
shall  be  in writing and shall be mailed not later than ten (10) days following
receipt of the request for review unless special circumstances, such as the need
to  hold  a  hearing,  require  an  extension  of  time,  in  which  case  the
Administrator's  decision  shall  be delivered in person, or mailed by certified
mail,  not  later  than  twenty  (20)  days  after  receipt  of  such  request.

     (d)     A claimant who has followed the procedure in paragraphs (b) and (c)
of  this section, but who has not obtained full relief on Executive's claim may,
within  sixty  (60)  days  following receipt of the decision on review, apply in
writing to the Administrator for binding arbitration of Executive's claim before
three  arbitrators  in  St.  Clair  County,  Michigan,  in  accordance  with the
commercial  arbitration  rules  of  the  American  Arbitration Association.  The
Company shall designate one arbitrator, the Executive shall choose an arbitrator
and  the  two  arbitrators  jointly  shall  designate  a  third arbitrator.  The
arbitrators'  sole  authority  shall be to interpret and apply the provisions of
this  Agreement;  they  shall  not  change, add to, or subtract from, any of its
provisions.  The  arbitrators  shall  have  the  power  to  compel attendance of
witnesses  at  the  hearing.  Once a claimant commences arbitration proceedings,
any  right  to  commence  litigation  shall  be  waived,  and  the  arbitration
proceedings  shall  continue  to  conclusion.  Any court having jurisdiction may
enter  a judgment based upon such arbitration.  All decisions of the arbitrators
shall  be  final  and  binding  without  appeal  to  any  court.

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SECTION  15.     LEGAL  FEES  AND  EXPENSES.  To  the  extent  that Executive is
successful  in  the  above-described  proceedings,  the  Company shall reimburse
Executive  for legal fees and expenses incurred as the result of any controversy
over any provision in this Agreement.  The Company shall reimburse the executive
within twenty (20) days following written demand therefor with interest accruing
thereafter  in  accordance  with  the  provisions  of  Section  8(a).

SECTION  16.     NON-ALIENATION  OF  BENEFITS.  Except  as  may  be protected by
applicable  law,  no  transfer,  pledge,  or attachment of any Benefits shall be
valid.

SECTION  17.     MISCELLANEOUS.  A  waiver  of any breach shall not constitute a
waiver  of  any  subsequent  breach.  The  headings  shall  not be a part of, or
control  or  affect  the  meaning  of,  any  provision  hereof.

SECTION 18.     GOVERNING LAW.  To the extent not preempted by Federal law, this
agreement  shall  be  governed  and construed in accordance with the laws of the
state  of  Michigan.

SECTION 19.     ENTIRE AGREEMENT.  This document represents the entire agreement
and  understanding  of  the  parties  with  respect  to  its  subject  matter.

     INTENDING  TO  BE  LEGALLY  BOUND,  the  parties  hereto have executed this
Agreement  as  of  the  _____  day  of  ___________,  _____.

SEMCO  Energy,  Inc.


By   ___________________________________
     William  L.  Johnson
     Chairman  and  CEO

Executive


______________________________________
         Signature

Printed  name:


COCAGR.DOC(sla)

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*****
This  form  of  Change  in  Control  Agreement  is  in  effect for the following
Executives  of  the  Company:

--     Samuel  B.  Dallas  dated  June  10,  1999
--     Steven  W.  Warsinske  dated  March  20,  1998



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