Exhibit  10.5

     Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to SEMCO Capital Trust
I  or  its  agent  for  registration  of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as  is requested by an authorized representative of DTC (and any payment made to
Cede  &  Co.  or  to  such  other  entity  as  is  requested  by  an  authorized
representative  of  DTC), any transfer, pledge, or other use hereof for value or
otherwise  by  or  to  any  person  is wrongful inasmuch as the registered owner
thereof,  Cede  &  Co.,  has  an  interest  herein.

CERTIFICATE  NUMBER                     NUMBER  OF  TRUST  PREFERRED  SECURITIES
     P-                                   CUSIP  NO.

                CERTIFICATE EVIDENCING TRUST PREFERRED SECURITIES
                                       OF
                              SEMCO CAPITAL TRUST I

                       _____ % TRUST PREFERRED SECURITIES
              (LIQUIDATION AMOUNT $25 PER TRUST PREFERRED SECURITY)

     SEMCO  Capital Trust I, a statutory business trust formed under the laws of
the  State  of Delaware (the "Trust"), hereby certifies that ______________ (the
"Holder")  is  the  registered owner of ______ Trust Preferred Securities of the
Trust representing undivided beneficial interests in the assets of the Trust and
designated  the  SEMCO  Capital  Trust  I  ____  %  Trust  Preferred  Securities
(Liquidation  Amount  $25  per  Trust  Preferred Security) (the "Trust Preferred
Securities").  The  Trust Preferred Securities are transferable on the books and
records of the Trust, in person or by a duly authorized attorney, upon surrender
of this certificate duly endorsed and in proper form for transfer as provided in
Section  5.04  of  the  Trust  Agreement  (as  defined below). The designations,
rights,  privileges, restrictions, preferences and other terms and provisions of
the  Trust  Preferred  Securities are set forth in, and this certificate and the
Trust  Preferred  Securities  represented  hereby  are  issued  and shall in all
respects  be  subject  to  the terms and provisions of, the Amended and Restated
Trust  Agreement  of  the Trust, dated as of _________, 2000, as the same may be
amended  from time to time (the "Trust Agreement"), including the designation of
the terms of Trust Preferred Securities as set forth therein. The holder of this
certificate  is entitled to the benefits of a guarantee by SEMCO Energy, Inc., a
Michigan  corporation  (the  "Corporation"),  pursuant  to  a  Trust  Guarantee
Agreement  between  the  Corporation  and  Bank  One  Trust  Company,  National
Association,  as guarantee trustee, dated as of _________, 2000, as the same may
be  amended  from  time  to time (the "Trust Guarantee"), to the extent provided
therein.  The  Trust  will  furnish  a copy of the Trust Agreement and the Trust
Guarantee  to the holder of this certificate without charge upon written request
to  the  Trust  at  its  principal  place  of  business  or  registered  office.

     Upon  receipt  of this certificate, the holder of this certificate is bound
by  the  Trust  Agreement  and  is  entitled  to  the  benefits  thereunder.

     IN  WITNESS WHEREOF, the Administrative Trustees of the Trust have executed
this  certificate  this  _____  day  of  _________,  ____.

     SEMCO  CAPITAL  TRUST  I

     By:  ----------------------------------------------
          Sebastian  Coppola,  as  Administrative  Trustee

     By:  ----------------------------------------------
          Edric  R.  Mason,  Jr.,  as  Administrative  Trustee

                          CERTIFICATE OF AUTHENTICATION

     This  is  one  of  the Trust Preferred Securities referred to in the within
mentioned  Trust  Agreement.

     -------------------------------------------------
     Sebastian  Coppola,  as  Administrative  Trustee

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<PAGE>
                                   ASSIGNMENT

FOR  VALUE  RECEIVED, the undersigned assigns and transfers this Trust Preferred
Security  to:

(Insert  assignee's  social  security  or  tax  identification  number)

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

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

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

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

(Insert  address  and  zip  code  of  assignee)
and  irrevocably  appoints

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

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

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

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agent  to transfer this Trust Preferred Security Certificate on the books of the
Trust.  The  agent  may  substitute  another  to  act  for  him  or  her.

Date:  ------------------------------

Signature:  -------------------------

(Sign  exactly  as  your  name appears on the other side of this Trust Preferred
Security  Certificate)




DETROIT  15245-21  508915-3



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