Exhibit 10.8

                                    EXHIBIT A

                                     FORM OF

                      SERIES A     % SUBORDINATED DEBENTURE
                              DUE           , 2040

No.  1     CUSIP  NO.

THE  INDEBTEDNESS  EVIDENCED  BY THIS SECURITY IS, TO THE EXTENT PROVIDED IN THE
INDENTURE,  SUBORDINATE  AND SUBJECT IN RIGHT OF PAYMENT TO THE PRIOR PAYMENT IN
FULL  OF  ALL  SENIOR  INDEBTEDNESS  AND  THIS SECURITY IS ISSUED SUBJECT TO THE
PROVISIONS  OF  THE  INDENTURE  WITH  RESPECT  THERETO.

     SEMCO  ENERGY,  INC.  SERIES  A    %  SUBORDINATED  DEBENTURE  DUE
Principal  Amount:         $
Regular  Record  Date:     15th  calendar  day  prior to Interest Payment Date
Original  Issue  Date:                     ,  2000
Stated  Maturity:                          ,  2040
Interest  Payment  Dates:         ,               ,                ,
Interest  Rate:            %  per  annum     %  per  annum
Authorized  Denomination:  $25
Initial  Redemption  Date:                 ,  2005


     SEMCO  Energy,  Inc., a Michigan corporation (the "Corporation", which term
includes  any  successor  corporation  under  the  Indenture  referred to on the
reverse  hereof),  for  value received, hereby promises to pay to, or registered
assigns,  the  principal  sum  of ___________ DOLLARS ($) on the Stated Maturity
shown  above  (or upon earlier redemption), and to pay interest thereon from the
Original  Issue  Date shown above, or from the most recent Interest Payment Date
to  which  interest  has been paid or duly provided for, quarterly in arrears on
each  Interest  Payment  Date  as  specified  above,  commencing on the Interest
Payment  Date  next  succeeding  the  Original Issue Date shown above and on the
Stated  Maturity  (or upon earlier redemption) at the rate per annum shown above
(the  "Interest  Rate") until the principal hereof is paid or made available for
Payment and on any overdue principal and on any overdue installment of interest.
The  interest  so  payable,  and  punctually  paid  or duly provided for, on any
Interest  Payment  Date  (other than an Interest Payment Date that is the Stated
Maturity  or  on a Redemption Date) will, as provided in such Indenture, be paid
to  the  Person  in  whose  name this Series A ___% Subordinated Debenture (this
"Security") is registered at the close of business on the Regular Record Date as
specified  above  next  preceding  such Interest Payment Date; provided that any
interest  payable  at  Stated Maturity or on any Redemption Date will be paid to
the  Person  to  whom  principal is payable. Except as otherwise provided in the
Indenture,  any  such  interest not so punctually paid or duly provided for will
forthwith  cease to be payable to the Holder on such Regular Record Date and may
either  be  paid  to the Person in whose name this Security is registered at the
close  of  business  on  a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice thereof shall be given to Holders of
Securities  of  this  series  not less than 10 days prior to such Special Record
Date,  or  be  paid at any time in any other lawful manner not inconsistent with
the  requirements  of  any  securities  exchange on which the Securities of this
series  shall  be  listed  and  upon  such notice as may be required by any such
exchange,  all  as  more  fully  provided  in  said  Indenture.

     Payments  of interest on this Security will include interest accrued to but
excluding  the  respective  Interest  Payment  Dates. Interest payments for this
Security  shall  be  computed  and paid on the basis of a 360-day year of twelve
30-day  months.  In the event that any date on which interest is payable on this
Security  is  not  a  Business Day, then payment of the interest payable on such
date will be made on the next succeeding day that is a Business Day (and without
any  interest  or  payment  in  respect of any such delay), except that, if such
Business  Day  is in the next succeeding calendar year, payment shall be made on
the  immediately  preceding  Business  Day, in each case with the same force and
effect as if made on the date the payment was originally payable. "Business Day"
means  a day other than (i) a Saturday or a Sunday, (ii) a day on which banks in
New  York,  New  York  are  authorized or obligated by law or executive order to
remain  closed  or  (iii)  a  day  on  which  the  Corporate Trust Office or the
principal  corporate  trust  office  of  the  Property  Trustee  is  closed  for
business.

<PAGE>
     The  Corporation  shall  have  the  right at any time and from time to time
during  the  term of this Security to extend the interest payment period of such
Security  for  up  to 20 consecutive quarters (each, an "Extension Period"), but
not  beyond the Stated Maturity of this Security, during which Extension Periods
interest  shall  accrue on unpaid installments of interest at the Interest Rate,
compounded  quarterly,  to  the  date  of  payment  to  the  extent permitted by
applicable  law  (such  unpaid  interest plus such interest thereon being called
"Deferred  Interest");  provided,  however,  that the Corporation shall have the
right  to  make partial payments of interest on any Interest Payment Date during
any Extension Period. Upon the termination of each Extension Period, which shall
be  on an Interest Payment Date, the Corporation shall pay all Deferred Interest
on  the  next  succeeding Interest Payment Date to the Person in whose name this
Security  is  registered at the close of business on the Regular Record Date for
such  Interest  Payment  Date;  provided  that  any Deferred Interest payable at
Stated  Maturity  or  on  any Redemption Date will be paid to the Person to whom
principal is payable. Prior to the termination of any such Extension Period, the
Corporation  may  further extend the interest payment period; provided that such
Extension  Period together with all such previous and further extensions thereof
shall  not  exceed twenty (20) consecutive quarters. Upon the termination of any
such  Extension  Period,  and  the  payment  of  all accrued and unpaid interest
(including  any  Additional Interest) then due, the Corporation may select a new
Extension  Period,  subject to the above requirements. The Corporation shall not
(i) declare or pay any dividend or distribution on, or redeem, purchase, acquire
or  make  a  liquidation  payment with respect to, any of its capital stock, and
(ii)  make  any  payment of interest, principal or premium, if any, on or repay,
repurchase  or  redeem  any debt securities (including guarantees other than the
Guarantee) issued by the Corporation that rank pari passu with or junior to this
Security if the Corporation shall have given notice of its election to extend an
interest payment period for this Security and such extension shall be continuing
or  if at such time an Event of Default with respect to the series of which this
Security  is  a  part  shall  have  occurred  and  be  continuing. The preceding
sentence,  however,  shall  not restrict (A) any of the actions described in the
preceding  sentence  resulting  from  any  reclassification of the Corporation's
capital  stock  or  the  exchange  or  conversion  of one class or series of the
Corporation's  capital  stock  for  another class or series of the Corporation's
capital  stock,  (B) repurchases, redemptions or other acquisitions of shares of
the  Corporation's  capital  stock  in  connection with any employment contract,
benefit  plan or other similar arrangement with or for the benefit of employees,
officers  or  directors  or a stock purchase and dividend reinvestment plan, (C)
dividends  or  distributions  on  capital  stock  of the Corporation, or (D) the
purchase  of  fractional  interests in shares of the Corporation's capital stock
pursuant  to  the conversion or exchange provisions of such capital stock or the
security  being converted or exchanged. The Corporation shall give the Holder of
this  Security  and  the  Trustee  notice  of  its  selection or extension of an
Extension  Period  at  least  one  Business  Day prior to the earlier of (i) the
Regular Record Date relating to the Interest Payment Date on which the Extension
Period  is  to  commence  or  relating  to the Interest Payment Date on which an
Extension  Period  that  is being extended would otherwise terminate or (ii) the
date  the  Corporation or the Securities Trust is required to give notice to the
New  York Stock Exchange or other applicable self-regulatory organization of the
record  date  or  the  date  such  distributions  are  payable.

     The  Corporation  also  shall  be  obligated  to  pay  when due and without
extension  all  additional  amounts  as  may  be required so that the net amount
received  and  retained  by  the  Holder  of this Security (if the Holder is the
Securities  Trust)  after  paying  taxes,  duties,  assessments  or governmental
charges  of whatever nature (other than withholding taxes) imposed by the United
States  or  any  other  taxing  authority will not be less than the amounts such
Holder  would  have  received  had  no such taxes, duties, assessments, or other
governmental  charges  been  imposed.

     Payment of the principal of and interest (including Additional Interest, if
any)  due at the Stated Maturity or earlier redemption of this Security shall be
made upon surrender of this Security, at the office of the Paying Agent, in such
coin  or  currency  of the United States of America as at the time of payment is
legal  tender  for  payment  of  public  and private debts.  Payment of interest
(including  interest  on an Interest Payment Date) will be made, subject to such
surrender  where  applicable,  at  the  option  of the Corporation, (i) by check
mailed  to  the  address  of  the  Person entitled thereto as such address shall
appear  in  the  Security Register or (ii) by wire transfer at such place and to
such  account at a banking institution in the United States as may be designated
in  writing  to  the  Trustee  at  least  thirty (30) days prior to the date for
payment  by  the  Person  entitled  thereto.

     The  indebtedness  evidenced  by this Security is, to the extent and in the
manner  set forth in the Indenture, subordinate in right of payment to the prior
payment  in  full  of all Senior Indebtedness (as defined in the Indenture), and
this  Security is issued subject to the provisions of the Indenture with respect
thereto.  Each Holder of this Security, by accepting the same, (a) agrees to and
shall be bound by such provisions, (b) authorizes and directs the Trustee on his
behalf  to take such action as may be necessary or appropriate to effectuate the
subordination so provided, and (c) appoints the Trustee his attorney-in-fact for
any  and all such purposes. Each Holder hereof, by his acceptance hereof, waives
all  notice  of  the acceptance of the Subordination provisions contained herein
and  in  the  Indenture  by  each  holder  of  Senior  Indebtedness  whether now
outstanding  or  hereafter incurred and waives reliance by each such holder upon
said  provisions.

                                        2
<PAGE>
     REFERENCE  IS  HEREBY  MADE  TO THE FURTHER PROVISIONS OF THIS SECURITY SET
FORTH  ON  THE  REVERSE  HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE  THE  SAME  EFFECT  AS  IF  SET  FORTH  AT  THIS  PLACE.

     Unless  the  certificate  of authentication hereon has been executed by the
Trustee  by manual signature, this Security shall not be entitled to any benefit
under  the  Indenture  or  be  valid  or  obligatory  for  any  purpose.

     IN  WITNESS  WHEREOF, the Corporation has caused this instrument to be duly
executed  under  its  corporate  seal.

Dated:

          SEMCO  ENERGY,  INC.,

     By:  _____________________________

     Its:  ______________________________


Attest:  _______________________________


                          CERTIFICATE OF AUTHENTICATION

     This  is one of the Securities of the series designated therein referred to
in  the  within-mentioned  Indenture.

     Bank  One  Trust  Company,
     National  Association

     By:  _____________________________
                    Authorized  Officer

                                        3
<PAGE>

                           (Reverse Side of Security)

     This  Security  is  one  of  a  duly  authorized issue of Securities of the
Corporation  (the "Securities"), issued and issuable in one or more series under
a  Subordinated  Indenture, dated as of           ,       , as supplemented (the
"Indenture"),  between  the  Corporation  and  Bank  One Trust Company, National
Association,  as  Trustee  (the  "Trustee",  which  term  includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto  reference  is  hereby  made  for  a statement of the respective rights,
limitation  of  rights, duties and immunities thereunder of the Corporation, the
Trustee  and  the  Holders  of the Securities issued thereunder and of the terms
upon which said Securities are, and are to be, authenticated and delivered. This
Security  is  one  of  the series designated on the face hereof as Series A    %
Subordinated  Debentures  due  ___________  (the  "Series  A Debentures") in the
aggregate principal amount of up to $        . Capitalized terms used herein for
which no definition is provided, herein shall have the meanings set forth in the
Indenture.

     The  Corporation  shall have the right, subject to the terms and conditions
of  the Indenture, to redeem this Security at any time on or after at the option
of  the  Corporation,  without  premium  or  penalty;  in whole or in part, at a
Redemption  Price  equal  to    %  of  the  principal amount to be redeemed plus
accrued  but  unpaid  interest  (including  any  Additional  Interest)  to  the
Redemption  Date. Upon the occurrence of a Special Event (as defined below), the
Corporation  may, within 90 days following the occurrence thereof and subject to
the  terms and conditions of the Indenture, redeem this Security without premium
or  penalty,  in  whole,  at  a Redemption Price equal to     % of the principal
amount  thereof  plus  accrued  but  unpaid  interest  (including any Additional
Interest)  to  the  Redemption  Date.  A  Special Event may be a Tax Event or an
Investment Company Act Event. "Tax Event" means that the Administrative Trustees
and  the  Corporation  shall  have received an opinion of Counsel experienced in
such  matters to the effect that, as a result of (a) any amendment to, or change
(including  any  announced  prospective  change)  in,  laws  (or any regulations
thereunder)  of  the  United  States  or  any  political  subdivision  or taxing
authority  thereof  or  therein  or  (b)  any  amendment  to,  or  change in, an
interpretation or application of such laws or regulations, there is more than an
insubstantial  risk  that  (i)  the  Securities Trust would be subject to United
States  federal  income  tax  with  respect to income accrued or receives on the
Series  A Debentures, (ii) interest payable on the Series A Debentures would not
be  deductible by the Corporation for United States federal income tax purposes,
or  (iii) the Securities Trust would be subject to more than a de minimis amount
of  other taxes, duties or other governmental charges, which change or amendment
becomes  effective  on or after the Original Issue Date. "Investment Company Act
Event"  means  that  the  Administrative Trustees and the Corporation shall have
received  an  opinion of Counsel experienced in such matters to the effect that,
as  a  result  of  the  occurrence of a change in law or regulation or a written
change  in interpretation or application of law or regulation by any legislative
body,  court, governmental agency or regulatory authority, there is more than an
insubstantial  risk  that  the  Securities  Trust  is  or  will be considered an
"investment  company"  that  is  required  to be registered under the Investment
Company  Act of 1940, as amended, which change becomes effective on or after the
Original  Issue  Date.

     In the event of redemption of this Security in part only, a new Security or
Securities  of  this  series for the unredeemed portion hereof will be issued in
the  name of the Holder hereof upon the surrender hereof. The Securities of this
series  will  not  have  a  sinking  fund.

     If  an Event of Default with respect to the Securities of this series shall
occur  and  be continuing, the principal of the Securities of this series may be
declared  due  and  payable  in  the  manner, with the effect and subject to the
conditions  provided  in  the  Indenture.

     The  Indenture  permits,  with  certain exceptions as therein provided, the
amendment  thereof  and  the  modification  of the rights and obligations of the
Corporation  and  the  rights  of  the  Holders  of the Securities of all series
affected under the Indenture at any time by the Corporation and the Trustee with
the  consent  of  the Holders of not less than a majority in principal amount of
the Outstanding Securities of all series affected thereby (voting as one class).
The  Indenture  contains  provisions  permitting  the Holders of not less than a
majority  in  principal  amount of the Outstanding Securities of all series with
respect  to  which  a  default  under  the  Indenture shall have occurred and be
continuing  (voting as one class), on behalf of the Holders of the Securities of
all  such  series,  to  waive,  with  certain exceptions, such default under the
Indenture  and  its  consequences. The Indenture also permits the Holders of not
less than a majority in principal amount of the Securities of each series at the
time  outstanding, on behalf of the Holders of all Securities of such series, to
waive  compliance  by  the  Corporation with certain provisions of the Indenture
affecting such series. Any such consent or waiver by the Holder of this Security
shall  be conclusive and binding upon such Holder and upon all future Holders of
this  Security  and  of  any  Security  issued upon the registration of transfer
hereof  or in exchange hereof or in lieu hereof, whether or not notation of such
consent  or  waiver  is  made  upon  this  Security.

                                        4
<PAGE>
     No  reference  herein to the Indenture and no provision of this Security or
of  the Indenture shall alter or impair the obligation of the Corporation, which
is  absolute  and  unconditional,  to  pay the principal of and interest on this
Security  at  the  times,  place  and  rate,  and in the coin or currency herein
prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth,  the  transfer  of this Security is registrable in the Security Register,
upon  surrender  of  this Security for registration of transfer at the office or
agency  of the Corporation for such purpose, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Corporation and the
Security  Registrar and duly executed by, the Holder hereof or his attorney duly
authorized  in writing, and thereupon one or more new Securities of this series,
of  authorized  denominations  and  of  like  tenor  an  for  the same aggregate
principal amount, will be issued to the designated transferee or transferees. No
service  charge shall be made for any such registration of transfer or exchange,
but  the Corporation may require payment of a sum sufficient to cover any tax or
other  governmental  charge  payable  In  connection  therewith.

     As  provided  in and subject to the provisions of the Indenture, the Holder
of  this  Security  shall  not  have  the right to institute any proceeding with
resect  to  the Indenture or for the appointment of a receiver or trustee or for
any  other remedy thereunder, unless such Holder shall have previously given the
Trustee  written  notice  of  a  continuing Event of Default with respect to the
Securities  of this series, the Holders of not less than a majority in principal
amount  of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event
of  Default  as Trustee and of offered the Trustee reasonable indemnity, and the
Trustee  shall  not  have  received  from the Holders of a majority in principal
amount  of  Securities  of  this  series  at  the  time  Outstanding a direction
inconsistent  with  such  request  and  shall  have failed to institute any such
proceeding  for  60  days  after  receipt  of  such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this  Security  for  the  enforcement  of any payment of principal hereof or any
interest  hereon  on  or  after  the  respective  due  dates  expressed  herein.

     The  Indenture contains provisions for defeasance at any time of the entire
indebtedness  of  the  Securities  of  this  series upon compliance with certain
conditions  set  forth  in  the  Indenture.

     Prior  to due presentment of this Security for registration of transfer the
Corporation,  the  Trustee  and  any agent of the Corporation or the Trustee may
treat  the  Person in whose name this Security is registered as the owner hereof
for  all  purposes,  whether  or  not  this Security be overdue, and neither the
Corporation,  the  Trustee nor any such agent shall be affected by notice to the
contrary.

     The  Securities of this series are issuable only in registered form without
coupons  in  denominations of $25 and any integral multiple thereof. As provided
in the Indenture and subject to the limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal amount of Securities
of  this  series  of  a  different  authorized denomination, as requested by the
Holder  surrendering the same upon surrender of the Security or Securities to be
exchanged  at  the  office  or  agency  of  the  Corporation.

     This  Security  shall be governed by, and construed in accordance with, the
internal  laws  of  the  State  of  New  York.

                                        5
<PAGE>
                                  ABBREVIATIONS

     The  following  abbreviations,  when used in the inscription on the face of
this  instrument,  shall  be  construed  as though they were written out in full
according  to  applicable  laws  or  regulations:


TEN  COM  -    As  tenants  in  common             UNI GIFT MIN ACT -

TEN  ENT  -    As tenants by the entireties        Custodian             (Cust)
                                                                         ------
                                                                         (Minor)
JT  TEN  -     As joint tenants with rights of     Under Uniform Gifts
               survivorship and not as tenants in  To Minors Act         (State)
               common

     Additional  abbreviations  may  also be used though not on the above list.

     FOR  VALUE  RECEIVED,  the  undersigned hereby sell(s) and transfer(s) unto
(please  insert  Social  Security  or  other  identifying  number of assignee).

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PLEASE  PRINT  OR  TYPEWRITE  NAME  AND  ADDRESS,  INCLUDING  POSTAL ZIP CODE OF
ASSIGNEE

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the  within  Security and all rights thereunder, hereby irrevocably constituting
and  appointing

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agent to transfer said Security on the books of the Corporation, with full power
of  substitution  in  the  premises.


Dated:  ____________________________


__________________________________________
NOTICE:  The  signature  to this assignment                      must correspond
with  the  name  as  written  upon  the  face  of the within instrument in every
particular  without  alteration  or  enlargement,  or  any  change  whatever.

                                        6