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                                                      Exhibit (3)(d)


                         CONSUMERS ENERGY COMPANY

                                  BYLAWS



ARTICLE I:  LOCATION OF OFFICES

         Section 1 - Registered Office:  The registered office of
         Consumers Energy Company, (the "Company") shall be at such place
         in the City of Jackson, County of Jackson, Michigan, or elsewhere
         in the State of Michigan, as the Board of Directors may from time
         to time designate.

         Section 2 - Other Offices:  The Company may have and maintain
         other offices within or without the State of Michigan.

ARTICLE II:  CORPORATE SEAL

         Section 1 - Corporate Seal:  The Company shall have a corporate
         seal bearing the name of the Company.  The form of the corporate
         seal may be altered by the Board of Directors.

ARTICLE III:  FISCAL YEAR

         Section 1 - Fiscal Year:  The fiscal year of the Company shall
         begin with the first day of January and end with the thirty-first
         day of December of each year.

ARTICLE IV:  SHAREHOLDERS' MEETINGS

         Section 1 - Annual Meetings:  An annual meeting of the
         shareholders for election of Directors and for such other
         business as may come before the meeting shall be held at the
         registered office of the Company or at such other place within or
         without the State of Michigan, at 10:00 AM, Eastern Daylight
         Saving Time, or at such other time on the fourth Friday in April
         of each year or upon such other date as the Board of Directors
         may designate, but in no event shall such date be more than
         ninety (90) days after the fourth Friday in April.

         Section 2 - Special Meetings:  Special meetings of the
         shareholders may be called by the Board of Directors or by the
         Chairman of the Board. Such meetings shall be held at the
         registered office of the Company or at such other place within or
         without the State of Michigan as the Board of Directors may
         designate.

         Section 3 - Notices:  Except as otherwise provided by law,
         written notice of any meeting of the shareholders shall be given,
         either personally or by mail to each shareholder of record
         entitled to vote at such meeting, not less than ten (10) days nor
         more than sixty (60) days prior to the date of the meeting, at
         their last known address as the same appears on the stock records
         of the Company.  Written notice shall be considered given when
         deposited, with postage thereon prepaid, in a post office or
         official depository under the control of the United States postal
         service.  Such notice shall specify the time and place of holding
         the meeting, the purpose or purposes for which such meeting is
         called, and the record date fixed for the determination of
         shareholders entitled to notice of and to vote at such meeting. 
         The Board of Directors shall fix a record date for determining
         shareholders entitled to notice of and to vote at a meeting of
         shareholders, which record date shall not be more than sixty (60)
         days nor less than ten (10) days before the date of the meeting. 
         Such record date shall apply to any adjournment of the meeting
         unless the Board of Directors shall fix a new record date for
         purposes of the adjourned meeting.

              No notice of an adjourned meeting shall be necessary if the
         time and place to which the meeting is adjourned are announced at
         the meeting at which the adjournment is taken.  At the adjourned
         meeting only such business may be transacted as might have been
         transacted at the original meeting.  If, after an adjournment,
         the Board of Directors shall fix a new record date for the
         adjourned meeting, a notice of the adjourned meeting shall be
         mailed, in conformity with the provisions of the first paragraph
         of this Section 3, to each shareholder of record on the new
         record date entitled to vote at the adjourned meeting.

         Section 4 - Quorum:  Except as otherwise provided by law or by
         the Articles of Incorporation of the Company, the holders of the
         shares of stock of the Company entitled to cast a majority of the
         votes at a meeting shall constitute a quorum for the transaction
         of business at the meeting, but a lesser number may convene any
         meeting and, by a majority vote of the shares present at the
         meeting, may adjourn the same from time to time until a quorum
         shall be present.

         Section 5 - Voting:  Shareholders may vote at all meetings in
         person or by proxy in writing, but all proxies shall be filed
         with the Secretary of the meeting before being voted upon.

              The voting powers of the shares of Preferred Stock, Class A
         Preferred Stock, Preference Stock and Common Stock shall be as
         provided by law or set forth in the Articles of Incorporation of
         the Company.

         Section 6 - Inspectors:  In advance of any meeting of
         shareholders the Board of Directors shall appoint one or more
         inspectors to act at such meeting or any adjournment thereof. 
         The inspectors shall have such powers and duties as are provided
         by law.

ARTICLE V:  DIRECTORS

         Section 1 - Number:  The Board of Directors of the Company shall
         consist of not less than seven (7) nor more than seventeen (17)
         members, as fixed from time to time by resolution of the Board of
         Directors.

         Section 2 - Election:  The Directors shall be elected annually at
         the annual meeting of the shareholders or at any adjournment
         thereof.

         Section 3 - Term of Office:  Subject to the provisions of the
         Articles of Incorporation of the Company and unless otherwise
         provided by law, the Directors shall hold office from the date of
         their election until the next succeeding annual meeting and until
         their successors are elected and shall qualify.

         Section 4 - Vacancies:  Any vacancy or vacancies in the Board of
         Directors arising from any cause may be filled by the affirmative
         vote of a majority of the Directors then in office although less
         than a quorum.  An increase in the number of members shall be
         construed as creating a vacancy.

ARTICLE VI:  DIRECTORS' MEETINGS

         Section 1 - Organization Meeting:  As soon as possible after
         their election, the Board of Directors shall meet and organize
         and may also transact other business.

         Section 2 - Other Meetings:  Meetings of the Board of Directors
         may be held at any time upon call of the Secretary or an
         Assistant Secretary made at the direction of the Chairman of the
         Board, the President, a Vice Chairman, if any, or a Vice
         President.

         Section 3 - Place of Meeting:  All meetings of Directors shall be
         held at such place within or without the State of Michigan as may
         be designated in the call therefor.

         Section 4 - Notice:  A reasonable notice of all meetings, in
         writing or otherwise, shall be given to each Director or sent to
         the Director's residence or place of business; provided, however,
         that no notice shall be required for an organization meeting if
         held on the same day as the shareholders' meeting at which the
         Directors were elected.

              No notice of the holding of an adjourned meeting shall be
         necessary.

              Notice of all meetings shall specify the time and place of
         holding the meeting and unless otherwise stated any and all
         business may be transacted at any such meeting.

              Notice of the time, place and purpose of any meeting may be
         waived in writing either before or after the holding thereof.

         Section 5 - Quorum:  At all meetings of the Board of Directors a
         majority of the Board then in office shall constitute a quorum
         but a majority of the Directors present may convene and adjourn
         any such meeting from time to time until a quorum shall be
         present; provided, that if the Board shall consist of ten (10)
         and not more than fifteen (15), then five (5) members shall
         constitute a quorum; and if the Board shall consist of more than
         fifteen (15), then seven (7) members shall constitute a quorum.

         Section 6 - Voting:  All questions coming before any meeting of
         the Board of Directors for action shall be decided by a majority
         vote of the Directors present at such meeting, unless otherwise
         provided by law, the Articles of Incorporation of the Company or
         by these Bylaws.

         Section 7 - Participation by Communications Equipment:  A
         Director or a member of a Committee designated by the Board of
         Directors may participate in a meeting by means of conference
         telephone or similar communications equipment by means of which
         all persons participating in the meeting can hear each other. 
         Participation in a meeting by such means shall constitute
         presence in person at the meeting.

         Section 8 - Action Without Meeting:  Any action required or
         permitted to be taken pursuant to authorization voted at a
         meeting of the Board of Directors or a Committee thereof, may be
         taken without a meeting if, before or after the action, all
         members of the Board or of the Committee consent thereto in
         writing.  The written consents shall be filed with the minutes of
         the proceedings of the Board or Committee, and the consents shall
         have the same effect as a vote of the Board or Committee for all
         purposes.

ARTICLE VII:  EXECUTIVE AND OTHER COMMITTEES

         Section 1 - Number and Qualifications:  By resolution passed by a
         majority of the whole Board, the Board of Directors may from time
         to time designate one or more of their number to constitute an
         Executive or any other Committee of the Board, as the Board of
         Directors may from time to time determine to be desirable, and
         may fix the number of and designate the Chairman of each such
         Committee.  Except as otherwise provided by law, the powers of
         each such Committee shall be as defined in the resolution or
         resolutions of the Board of Directors relating to the
         authorizations of such Committee, and may include, if such
         resolution or resolutions so provide, the power and authority to
         declare a dividend or to authorize issuance of shares of stock of
         the Company.

         Section 2 - Appointment:  The appointment of members of each such
         Committee, or other action respecting any Committee, may take
         place at any meeting of the Directors.

         Section 3 - Term of Office:  The members of each Committee shall
         hold office at the pleasure of the Board of Directors.

         Section 4 - Vacancies:  Any vacancy or vacancies in any such
         Committee arising from any cause shall be filled by resolution
         passed by a majority of the whole Board of Directors.  By like
         vote the Board may designate one or more Directors to serve as
         alternate members of a Committee, who may replace an absent or
         disqualified member at a meeting of a Committee; provided,
         however, in the absence or disqualification of a member of a
         Committee, the members of the Committee present at a meeting and
         not disqualified from voting, whether or not constituting a
         quorum, may unanimously appoint another member of the Board of
         Directors to act in the place of the absent or disqualified
         member.

         Section 5 - Minutes:  Except as provided in Section 2 of Article
         X hereof or as otherwise determined by the Board of Directors,
         each such Committee shall make a written report or recommendation
         following its meetings or keep minutes of all its meetings.

         Section 6 - Quorum:  At all meetings of any duly authorized
         Committee of the Board of Directors, a majority of the members of
         such Committee shall constitute a quorum but a majority of the
         members present may convene and adjourn any such meeting from
         time to time until a quorum shall be present; provided, that with
         respect to any Committee of the Board other than the Executive
         Committee, if the membership of such Committee is four (4) or
         less, then two (2) members of such Committee shall constitute a
         quorum and one member may convene and adjourn any such meeting
         from time to time until a quorum shall be present.

ARTICLE VIII:  OFFICERS

         Section 1 - Election:  The officers shall be chosen by the Board
         of Directors.  The Company shall have a Chairman of the Board, a
         President, a Secretary and a Treasurer, and such other officers
         as the Board of Directors may from time to time determine, who
         shall have respectively such duties and authority as may be
         provided by these Bylaws or as may be provided by resolution of
         the Board of Directors not inconsistent herewith.  Any two (2) or
         more of such offices may be held by the same person but no
         officer shall execute, acknowledge or verify any instrument in
         more than one capacity if such instrument is required by law, by
         the Articles of Incorporation of the Company or by these Bylaws
         to be executed, acknowledged or verified by two (2) or more
         officers.

         Section 2 - Qualifications:  The Chairman of the Board and Vice
         Chairman, if any, shall be chosen from among the Board of
         Directors, but the other officers need not be members of the
         Board.

         Section 3 - Vacancies:  Any vacancy or vacancies among the
         officers arising from any cause shall be filled by the Board of
         Directors.  In case of the absence of any officer of the Company
         or for any other reason that the Board of Directors may deem
         sufficient, the Board of Directors may delegate, for the time
         being, the powers or duties, or any of them, of any officer to
         any other officer or to any Director.

         Section 4 - Term of Office:  Each officer of the Company shall
         hold office until the officer's successor is chosen and
         qualified, or until the officer's resignation or removal.  Any
         officer appointed by the Board of Directors may be removed at any
         time by the Board of Directors with or without cause. 

         Section 5 - Compensation:  The compensation of the officers shall
         be fixed by the Board of Directors. 

ARTICLE IX:  AGENTS

         Section 1 - Resident Agent:  The Company shall have and
         continuously maintain a resident agent, which may be either an
         individual resident in the State of Michigan whose business
         office is identical with the Company's registered office or a
         Michigan corporation or a foreign corporation authorized to
         transact business in Michigan and having a business office
         identical with the Company's registered office.  The Board of
         Directors shall appoint the resident agent.

         Section 2 - Other Agents:  The Board of Directors may appoint
         such other agents as may in their judgment be necessary for the
         proper conduct of the business of the Company.

ARTICLE X:  POWERS AND DUTIES

         Section 1 - Directors:  The business and affairs of the Company
         shall be managed by the Board of Directors which shall have and
         exercise all of the powers and authority of the Company except as
         otherwise provided by law, by the Articles of Incorporation of
         the Company or by these Bylaws.

         Section 2 - Executive Committee:  In the interim between meetings
         of the Board of Directors the Executive Committee shall have and
         exercise all the powers and authority of the Board of Directors
         except as otherwise provided by law.  The Executive Committee
         shall meet from time to time on the call of the Chairman of the
         Board or the Chairman of the Committee.  The Secretary shall keep
         minutes in sufficient detail to advise fully the Board of
         Directors of the actions taken by the Committee and shall submit
         copies of such minutes to the Board of Directors for its approval
         or other action at its next meeting.

         Section 3 - Chairman of the Board:  The Chairman of the Board
         shall preside at all meetings of Directors and shareholders;
         shall perform and do all acts and things incident to the position
         of Chairman of the Board; and shall perform such other duties as
         may be assigned from time to time by the Board of Directors or
         the Executive Committee.

              Unless otherwise provided by the Board or the Executive
         Committee, the Chairman of the Board shall have full power and
         authority on behalf of the Company to execute any shareholders'
         consents and to attend and act and to vote in person or by proxy
         at any meetings of shareholders of any corporation in which the
         Company may own stock and at any such meeting shall possess and
         may exercise any and all the rights and powers incident to the
         ownership of such stock and which, as the owner thereof, the
         Company might have possessed and exercised if present.  If the
         Chairman of the Board shall not exercise such powers, or in the
         absence or inability to act of the Chairman, the President may
         exercise such powers.  In the absence or inability to act of the
         President, a Vice Chairman, if any, may exercise such powers.  In
         the absence or inability to act of a Vice Chairman, any Vice
         President may exercise such powers.  The Board of Directors or
         Executive Committee by resolution from time to time may confer
         like powers upon any other person or persons.

         Section 4 - President:  The President shall be the chief
         executive officer of the Company and, subject to the supervision
         of the Board of Directors and of the Executive Committee, shall
         have general charge of the business and affairs of the Company;
         shall perform and do all acts and things incident to such
         position; and shall perform such other duties as may be assigned
         from time to time by the Board of Directors, the Executive
         Committee or the Chairman of the Board.  In the absence of the
         Chairman of the Board and a Vice Chairman, the President shall
         preside at meetings of Directors.  In the absence of the Chairman
         of the Board, the President shall preside at meetings of
         shareholders.

         Section 5 - Vice Chairman:  The Vice Chairman, if any, shall
         perform such of the duties of the Chairman of the Board or the
         President on behalf of the Company as may be respectively
         assigned from time to time by the Board of Directors, the
         Executive Committee, the Chairman of the Board or the President. 
         In the absence of the Chairman of the Board, the Vice Chairman
         shall preside at meetings of Directors.  In the absence of the
         Chairman of the Board and the President, the Vice Chairman shall
         preside at meetings of shareholders.

         Section 6 - Vice Presidents:  Vice Presidents, if any, shall
         perform such of the duties of the Chairman of the Board or the
         President or the Vice Chairman, if any, on behalf of the Company
         as may be respectively assigned from time to time by the Board of
         Directors, the Executive Committee, the Chairman of the Board or
         the President or a Vice Chairman.  The Board of Directors or
         Executive Committee may designate one or more of the Vice
         Presidents as Executive Vice President or Senior Vice President.

         Section 7 - Controller:  Subject to the Board of Directors, the
         Executive Committee, the Chairman of the Board, the President and
         the Vice President having general charge of accounting, the
         Controller, if any, shall have charge of the supervision of the
         accounting system of the Company, including the preparation and
         filing of all tax returns and financial reports required by law
         to be made to any and all public authorities and officials; and
         shall perform such other duties as may be assigned, from time to
         time, by the Board of Directors, the Executive Committee, the
         Chairman of the Board, the President, a Vice Chairman, if any, or
         Vice President having general charge of accounting.

         Section 8 - Treasurer:  It shall be the duty of the Treasurer to
         have the care and custody of all the funds and securities,
         including the investment thereof, of the Company which may come
         into the Treasurer's hands, and to endorse checks, drafts and
         other instruments for the payment of money for deposit or
         collection when necessary or proper and to deposit the same to
         the credit of the Company in such bank or banks or depository as
         the Treasurer may designate, and the Treasurer may endorse all
         commercial documents requiring endorsements for or on behalf of
         the Company.  The Treasurer may sign all receipts and vouchers
         for the payments made to the Company; shall render an account of
         transactions to the Board of Directors or the Executive Committee
         as often as the Board or the Committee shall require; and shall
         perform all acts incident to the position of Treasurer, subject
         to the control of the Board of Directors, the Executive
         Committee, the Chairman of the Board, the President and a Vice
         Chairman, if any.

         Section 9 - Secretary:  The Secretary shall act as custodian of
         and record the minutes of all meetings of the Board of Directors,
         of the Executive Committee, of the shareholders and of any
         Committees of the Board of Directors which keep formal minutes;
         shall attend to the giving and serving of all notices of the
         Company; shall prepare or cause to be prepared the list of
         shareholders required to be produced at any meeting; shall attest
         the seal of the Company upon all contracts and instruments
         executed under such seal and shall affix or cause to be affixed
         the seal of the Company thereto and to all certificates of shares
         of the capital stock; shall have charge of the stock records of
         the Company and such other books and papers as the Board of
         Directors, the Executive Committee, the Chairman of the Board,
         the President or a Vice Chairman, if any, may direct; and shall,
         in general, perform all the duties of Secretary, subject to the
         control of the Board of Directors, the Executive Committee, the
         Chairman of the Board, the President and a Vice Chairman, if any.

         Section 10 - General Counsel:  The General Counsel, if any, shall
         have charge of all matters of a legal nature involving the
         Company.

         Section 11 - Assistant Controllers,
                      Assistant Secretaries and
                      Assistant Treasurers:  An Assistant Controller, an
         Assistant Secretary or an Assistant Treasurer, if any, shall, in
         the absence or inability to act or at the request of the
         Controller, Secretary or Treasurer, respectively, perform the
         duties of the Controller or Secretary or Treasurer, respectively,
         and shall perform such other duties as may from time to time be
         assigned by the Board of Directors, the Executive Committee, the
         Chairman of the Board, the President or a Vice Chairman, if any. 
         The performance of any such duty shall be conclusive evidence of
         their right to act.

         Section 12 - Principal Financial Officer and
                      Principal Accounting Officer:  The Board of
         Directors or the Executive Committee may from time to time
         designate officers of the Company to be the Principal Financial
         Officer and the Principal Accounting Officer of the Company.

ARTICLE XI:  STOCK

         Section 1 - Stock Certificates:  The shares of stock of the
         Company shall be represented by certificates which shall be
         numbered and shall be entered on the stock records of the Company
         and registered as they are issued.  Each certificate shall state
         on its face that the Company is formed under the laws of
         Michigan, the name of the person or persons to whom issued, the
         number and class of shares and the designation of the series the
         certificate represents, and the par value of each share
         represented by the certificate; shall be signed by the Chairman
         of the Board or a Vice Chairman or the President or one of the
         Vice Presidents and also may be signed by the Treasurer or an
         Assistant Treasurer or the Secretary or an Assistant Secretary;
         and shall be sealed with the seal of the Company or a facsimile
         thereof.  When such certificates are countersigned by a transfer
         agent or registered by a registrar, the signatures of any such
         Chairman of the Board, Vice Chairman, President, Vice President,
         Treasurer, Assistant Treasurer, Secretary or Assistant Secretary
         may be facsimiles.  In case any officer, who shall have signed or
         whose facsimile signature shall have been placed on any such
         certificate, shall cease to be such officer of the Company before
         such certificate shall have been issued by the Company, such
         certificate may nevertheless be issued by the Company with the
         same effect as if the person, who signed such certificate or
         whose facsimile signature shall have been placed thereon, were
         such officer of the Company at the date of issue.

              Each certificate shall set forth on its face or back or
         state that the Company will furnish to a shareholder upon request
         and without charge a full statement of the designations, relative
         rights, preferences and limitations of the shares of stock of
         each class authorized to be issued and of each series so far as
         the same have been prescribed and the authority of the Board of
         Directors to designate and prescribe the relative rights,
         preferences and limitations of other series.

         Section 2 - Stock Records:  The shares of stock of the Company
         shall be transferable on the stock records of the Company in
         person or by proxy duly authorized and upon surrender and
         cancellation of the old certificates therefor.

              The Board of Directors may fix a date preceding the date
         fixed for any meeting of the shareholders or any dividend payment
         date or the date for the allotment of rights or the date when any
         change, conversion or exchange of stock shall go into effect or
         the date for any other action, as the record date for the
         determination of the shareholders entitled to notice of and to
         vote at such meeting or to receive payment of such dividend or to
         receive such allotment of rights or to exercise such rights in
         respect of any such change, conversion or exchange of stock or to
         take such other action, as the case may be, notwithstanding any
         transfer of shares on the records of the Company or otherwise
         after any such record date fixed as aforesaid.  The record date
         so fixed by the Board shall not be more than sixty (60) nor less
         than ten (10) days before the date of the meeting of the
         shareholders, nor more than sixty (60) days before any other
         action.  If the Board of Directors does not fix a date of record,
         as aforesaid, the record date shall be as provided by law. 

         Section 3 - Stock - Preferred, Class A Preferred, Preference and
         Common:  The Preferred Stock, Class A Preferred Stock, Preference
         Stock and Common Stock of the Company shall consist of shares
         having a par value of $100, no par value, $1 and $10 per share,
         respectively.

              The designations, relative rights, preferences, limitations
         and voting powers, or restrictions, or qualifications of the
         shares of Preferred Stock, Class A Preferred Stock, Preference
         Stock and Common Stock shall be as set forth in the Articles of
         Incorporation of the Company.

         Section 4 - Replacing Certificates:  In case of the alleged loss,
         theft or destruction of any certificate of shares of stock and
         the submission of proper proof thereof, a new certificate may be
         issued in lieu thereof upon delivery to the Company by the owner
         or the owner's legal representative of a bond of indemnity
         against any claim that may be made against the Company on account
         of such alleged lost, stolen or destroyed certificate or such
         issuance of a new certificate.

ARTICLE XII:  AUTHORIZED SIGNATURES

         Section 1 - Authorized Signatures:  All checks, drafts and other
         negotiable instruments issued by the Company shall be made in the
         name of the Company and shall be signed manually or signed by
         facsimile signature by such one of the officers of the Company or
         such other person as the Chairman of the Board may from time to
         time designate.

ARTICLE XIII:  INSURANCE

         Section 1 - Insurance:  The Company may purchase and maintain
         liability insurance, to the full extent permitted by law, on
         behalf of any person who is or was a director, officer, employee
         or agent of the Company, or is or was serving at the request of
         the Company as a director, officer, employee or agent of another
         corporation, partnership, joint venture, trust or other
         enterprise against any liability asserted against such person and
         incurred by such person in any such capacity.

ARTICLE XIV:  AMENDMENTS OF BYLAWS

         Section 1 - Amendments, How Effected:  These Bylaws may be
         amended or repealed, or new Bylaws may be adopted, either by the
         majority vote of the votes cast by the shareholders entitled to
         vote thereon or by the majority vote of the Directors then in
         office at any meeting of the Directors.





March 11, 1997
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