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[Michigan Consolidated Gas Company Letterhead]

June 7, 2005

VIA ELECTRONIC TRANSMISSION (EDGAR)

H. Christopher Owings

Assistant Director

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549-0409

    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. Owings:

Set forth below are the responses of Michigan Consolidated Gas Company (the “Company”) to the
comments of the staff of the Securities and Exchange Commission (“SEC”) contained in its letters to
the Company dated May 19 and May 23, 2005. For convenience of reference, each SEC staff comment is
reprinted in italics, numbered to correspond with the paragraph numbers assigned in the comment
letter, and is followed by the corresponding response.

Comment Letter dated May 19, 2005

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

H. Christopher Owings

Assistant Director

Securities and Exchange Commission

June 7, 2005

Page 2 of 8

    March 31, 2005. See Rule 3-12 of Regulation S-X.

Response:

The Form 10-Q for the period ended March 31, 2005 will be incorporated into an amendment to
the Form S-3, a draft of which is attached.

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.

     Response:

     The Company will comply with this request.

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.

Response:

On April 6, 1998 the Company requested, and on June 2, 1998 received, Michigan Public
Service Commission (“MPSC”) approval for accounting authority for treatment of
computer-related costs. See the attached Application and Order in Case No. U-11669. The
Company believes that, pursuant to Statement of Financial Accounting Standards (“SFAS”) 71
(¶4 and ¶7), the MPSC’s approval of its accounting treatment provides the appropriate basis
for our capitalization policy. This order’s treatment of computer-related costs was not
based on the stage of software development, but instead approved the

H. Christopher Owings

Assistant Director

Securities and Exchange Commission

June 7, 2005

Page 3 of 8

Company request for
capitalization of the following cost categories: computer equipment costs, software fees,
implementation costs for development, testing costs, data conversion and training and
overhead costs, including administrative and general costs, Allowance for Funds Used During
Construction (“AFUDC”) and employee benefits. The order further approved the amortization
of such costs over a 15-year period.

Note that SOP 98-1 created a conflict between the MPSC’s Uniform System of Accounts
(“USOA”) and Generally Accepted Accounting Principles (“GAAP”). Therefore, MichCon’s
Application in Case No. U-11699 was essentially requesting affirmation that the MPSC’s
historical accounting for software development, and the accounting which is still reflected
in the MPSC’s USOA, would be utilized for the systems contemplated in that Application.

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

Response:

The Company’s intangible assets had a weighted-average amortization of 15 years. The
Company will disclose the weighted-average amortization periods of the intangible assets in
future Form 10-K filings.

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.

Response:

The amount on Schedule II — Reserve included in Current Liabilities – Other and in Accrued
Environmental Costs in Consolidated Statement of Financial Position at Year Ended December
31, 2004 for environmental costs is $23 million. The difference between the $29 million
and the $23 million represents expended amounts net of the impact of the amortization of
the asset.

    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

H. Christopher Owings

Assistant Director

Securities and Exchange Commission

June 7, 2005

Page 4 of 8

    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.

Response:

In December 2001, the MPSC issued an order that permitted the Company to implement Gas Cost
Recovery (GCR) factors up to $3.62 per Mcf for January 2002 billings and up to $4.38 per
Mcf for the remainder of 2002. The Company’s GCR had been suspended from 1999 through
2001. During this GCR suspension period, the Company had charged a fixed price of $2.95
per Mcf; therefore, the Company’s December 2001 gas sales price was $2.95 per Mcf. The
December 2001 MPSC order also allowed the Company to recognize a regulatory asset of
approximately $14 million representing the difference between the Company’s proposed
January 2002 factor of $4.38 per Mcf and the authorized factor of $3.62 per Mcf for volumes
that were unbilled at December 31, 2001. In addition, the Company also booked normal
unbilled revenue of approximately $12 million utilizing the authorized January factor of
$3.62 per Mcf for December 2001 unbilled volumes.

Note that the Company’s GCR process requires consistent pricing for all volumes of gas that
are billed in any month regardless of when the gas was actually delivered. Therefore, the
Company’s normal unbilled accounting reflects unbilled volumes for any given month being
priced at the GCR rate for the following month.

In April 2005, the MPSC issued an order in the Company’s 2002 GCR reconciliation case that
required all December 2001 unbilled volumes to be booked at the December 2001 price of
$2.95 per Mcf. This ruling disallowed recovery of the previously authorized $14 million
regulatory asset that reflected the difference between the actual January factor of $3.62
per Mcf and the proposed factor of $4.38 per Mcf. In addition, this ruling also denied
recovery of normal unbilled revenue that reflected the difference between the December 2001
factor of $2.95 per Mcf and the January 2002 factor of $3.62 per Mcf. The combination of
these two adjustments, the denied recovery of the regulatory asset and the requirement to
book December 2001 unbilled revenue at the December 2001 rate of $2.95 per Mcf rather than
the January 2002 rate of $3.62 per Mcf, resulted in the $26 million unbilled disallowance.

H. Christopher Owings

Assistant Director

Securities and Exchange Commission

June 7, 2005

Page 5 of 8

Notwithstanding the administrative law judge’s (“ALJ”) recommendation to disallow the $26
million, the Company believed that it remained probable the MPSC would ultimately allow
recognition of the December 2001 unbilled volumes at an overall rate of $4.38 per Mcf since
the MPSC had authorized the regulatory asset of approximately $14 million and the Company’s
normal unbilled accounting required booking December 2001 volumes at the January 2002 GCR
rate of $3.62 per Mcf. It should be noted that MPSC orders can deviate from ALJ
recommendations. The MPSC, pursuant to explicit statutory authority (Michigan
Administrative Procedures Act) is always free to disagree with findings of fact and
conclusions of law made by the ALJ. The Company’s normal unbilled accounting would, at a
minimum, have required that the Company book December 2001 unbilled revenue at the January
2002 GCR factor of $3.62 per Mcf. In addition, the MPSC had authorized booking a
regulatory asset for the difference between the billed January rate and the proposed
January rate of $4.38 per Mcf. The MPSC’s April 2005 order effectively changed the
Company’s unbilled accounting for one month, December 2001 and denied recovery of the
previously authorized regulatory asset.

The March 2003 disallowance of $26.5 million had no impact on the Company’s assessment of
the ultimate disposition of the unbilled revenue issue since these are two separate and
distinct issues. The March 2003 storage decrement disallowance involved issues related to
the Company’s gas purchasing activities and inventory cycling operations for 2001 and 2002.
In contrast, the unbilled revenue issue centered around the transition from the fixed
December 2001 price of $2.95 per Mcf to the January 2002 GCR factor of $3.62 per Mcf and
the February through December 2002 GCR factor of $4.38 per Mcf. Accordingly, the March
2003 disallowance was not considered relevant to the Company’s assessment of the
probability of recovery of the $26 million unbilled revenue asset.

    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.

H. Christopher Owings

Assistant Director

Securities and Exchange Commission

June 7, 2005

Page 6 of 8

Response:

During 2001, the Company was in the third year of the Customer Choice Program, a three-year
voluntary program authorized by the MPSC giving the Company’s customers the option to
choose alternative suppliers for gas (Order issued April 28, 1998 in Case No. 11682).
Pursuant to the order authorizing that program, the Company, among other things, expanded a
previous gas transportation program, suspended the GCR mechanism, froze its gas cost
commodity charge at $2.95 per Mcf, froze its distribution rates and established an
earnings-sharing mechanism. Under this arrangement, the Company was at risk for the
acquisition of gas supplies at rates in excess of $2.95 per Mcf but would recognize a
profit where it could obtain supply for less than $2.95 per Mcf. During 2001, the Company
decremented its gas storage balances such that at year-end it recorded a total decrement of
19 Bcf. Because the Company uses the LIFO inventory costing methodology, we were able to
use storage gas priced at approximately $0.40 per Mcf, thereby significantly reducing the
2001 cost of gas.

The lower storage balance necessitated additional purchases of gas in the open market
during the first quarter of 2002, which later became an issue in the Company’s 2002 GCR
Plan, Case No. U-13060. It was the Company’s position that its actions in 2001 were not
subject to the then-suspended GCR mechanism and, therefore, it would constitute prohibited
retroactive ratemaking were the MPSC to require adjustments to its rates. The order in that
case was issued in March 2003. At that time, the Company recorded a reserve for $26.5
million, which was recorded in the 4th quarter of 2002 and disclosed in the 2002
Form 10-K. The $26.5 million disallowance in that order, which was affirmed in the April
2005 order in the 2002 GCR reconciliation case (Case No. U-13060-R), was calculated as the
difference between the Company’s January through March 2002 weighted-average cost of gas
and what would have been the Company’s 2001 LIFO rate multiplied by the 19 Bcf storage
decrement. Thus, the disallowance is not based upon the effect of the LIFO decrement on
2001 revenue, but rather on an estimation of the effect on the 2002 cost of gas as
determined by the MPSC in its order in the 2002 GCR Plan case. (See the attached MPSC
orders in Case Nos. U-13060 and U-13060-R and Exhibit S-79 cited in U-13060.)

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

H. Christopher Owings

Assistant Director

Securities and Exchange Commission

June 7, 2005

Page 7 of 8

    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.

Response:

Below is a schedule detailing the balances of regulatory assets and liabilities at December
31, 2004 and March 31, 2005 and identifying the changes resulting from the MPSC orders
issued in April 2005. (Environmental costs were affected by the MPSC order in the
Company’s General Rate Case No. U-13898, which was also issued on April 28, 2005.)

    (in Millions)

    Balance at

    Impact of

    Quarterly

    Balance at

    12/31/2004

    Rate Orders

    Operations

    3/31/2005

    Assets

    Deferred Environmental Costs

    $
    29.3

    $
    (2.5
    )

    $
    .5

    $
    27.3

    Unamortized loss on
reacquired debt

    33.6

    -0-

    (.4
    )

    33.2

    Accrued GCR revenue

    54.6

    (57.8
    )

    55.8
    *

    52.6

    Recoverable minimum pension
liability

    1.0

    -0-

    -0-

    1.0

    118.5

    (60.3
    )

    55.9

    114.1

    Less amount included in
current assets

    (54.6
    )

    57.8

    (55.8
    )

    (52.6
    )

    $
    63.9

    $
    (2.5
    )

    $
    .1

    $
    61.5

    Liabilities

    Asset removal costs

    $
    428.4

    -0-

    $
    3.9

    432.3

    Refundable income taxes

    135.3

    -0-

    (2.6
    )

    132.7

    Accrued GCR potential
disallowance

    28.0

    $
    (28.0
    )

    -0-

    -0-

    Other

    2.0

    -0-

    -0-

    2.0

    593.7

    (28.0
    )

    1.3

    567.0

    Less amount included in
current liabilities and other
liabilities

    (30.0
    )

    28.0

    -0-

    (2.0
    )

    $
    563.7

    -0-

    $
    1.3

    $
    565.0

*The increase represents the under-recovered GCR costs resulting from higher cost of
gas than amounts recovered through the GCR factor applied to sales.

H. Christopher Owings

Assistant Director

Securities and Exchange Commission

June 7, 2005

Page 8 of 8

Supplem