SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3-8

								May 19, 2005

By Facsimile and U.S. Mail

David E. Meador
Executive Vice President and Chief Financial Officer
Michigan Consolidated Gas Company
2000 2nd Avenue
Detroit, Michigan 48226-1279

		RE:	Michigan Consolidated Gas Company
			Registration Statement on Form S-3
			Filed on April 19, 2005
			File No. 333-124169

			Form 10-K for the fiscal year ended December 31,
2004
			Filed on March 15, 2005
			File No. 1-7310

			Form 10-Q for the quarter ended March 31, 2005
			Filed on May 10, 2005
			File No. 1-7310

Dear Mr. Meador:

	We have reviewed your filing and have the following comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.
FORM S-3 FILED APRIL 19, 2005

Where You Can Find More Information, page 22

1. Please incorporate by reference your Form 10-Q for the period
ended March 31, 2005.  See Rule 3-12 of Regulation S-X.

FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

General

2. Unless otherwise indicated, where a comment below requests
additional disclosures or other revisions to be made, these
revisions
should be included in your future filings, as applicable.

Notes to Consolidated Financial Statements

Note 1 - Significant Accounting Policies

Intangible Assets, Including Software Costs, page 25

3. We note that your intangible assets consist primarily of
software
which was internally-developed as well as purchased for use in
your
business.  For the software you developed yourself, please
supplementally tell us how you considered SOP 98-1 in the
capitalization of software costs.  Please ensure that your
response
includes the stage of software development, the anticipated
service
date, the eventual use of the software, and how the type of costs
incurred qualifies for capitalization under this standard.

4. Please disclose the weighted-average amortization periods of
your
intangible assets.  See paragraph 44(a)(3) of SFAS 142.

Note 3 - Regulatory Matters

Regulatory Assets and Liabilities, page 27

5. We note you recorded a $29 million regulatory asset for
probable
recoverable environmental costs.  We assume the difference between
the asset and reserve of $22 million, shown on Schedule II,
represents expended amounts.  If otherwise, please explain and
reconcile the two amounts.

6. Please help us better understand the specific circumstances
that
gave rise to the recognition of a regulatory asset with respect to
the $26 million of unbilled revenues disallowed in April 2005.
Tell us how you determined that such amounts were probable of
recovery as of each reporting date. We are particularly interested
to
understand how the existence of the March 2003 disallowance of the
$26.5 million of gas cost recovery expenses impacted your
assessment
of the probability of recovery of the $26 million asset, if at
all.
Also, with respect to your assessment of probability of recovery,
please tell us what consideration was given to the proposal of an
MPSC administrative law judge to disallow the $26 million asset
prior
to the final MPSC rate order.

7. Tell us the specific circumstances that gave rise to the $26.5
million disallowance of gas costs recovered in 2001.  Tell us how
you
determined that it was appropriate and consistent with the MPSC
GCR
mechanism to bill these costs to ratepayers at the amount billed.
It
appears from your disclosure that the revenues recorded exceeded
the
LIFO inventory cost recognized.  We assume you reflected the
collection of such costs as revenues in 2001 and subsequently
reversed the revenues in 2002 upon resolution of GCR
reconciliation
process.  Please advise.

FORM 10-Q FOR THE FISCAL QUARTER ENDED MARCH 31, 2005

Gas Cost Recovery Proceedings, page 15

8. Supplementally provide to us a roll forward of regulatory
assets
and regulatory liabilities, showing the impact of the final rate
order.  Based on the nominal change in Accrued gas cost recovery
revenue and Regulatory assets from December 31, 2004 to March 31,
2005 we assume that additional assets were recognized during the
first quarter that offset the impact of the disallowance of
previously recognized assets as a result of the April 2005 rate
order.  Please advise.

************************************

    As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

    We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

    We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

    We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Ta Tanisha Henderson, Staff Accountant, at
(202)
551-3322, or George Ohsiek, Accounting Branch Chief, at (202) 551-
3843, if you have questions regarding comments on the financial
statements and related matters.  Please contact John Fieldsend,
Staff
Attorney, at (202) 551-3343, David Mittelman, Legal Branch Chief,
at
(202) 551-3214, or me at (202) 551-3720 with any other questions.

							Sincerely,

							H. Christopher Owings
							Assistant Director

cc:	Richard L. Harden, Esq.
	Hunton & Williams LLP
	Via Fax: (212) 309-1100
??

??

??

??

Michigan Consolidated Gas Company
May 23, 2005
Page 1

</TEXT>
</DOCUMENT>