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December 23, 2005

Mr. H. Christopher Owings

Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Mail Stop: 0408

Washington, D.C. 20549

SEMCO Energy, Inc.

Post-Effective Amendment No. 3 to Registration Statement on Form S-3 filed

November 21, 2005

File No. 333-125282

And

Form 10-Q for the Fiscal Quarter Ended September 30, 2005

Filed November 7, 2005

File No. 1-15565

Dear Mr. Owings:

     On behalf of SEMCO Energy, Inc. (the “Company”), we submit electronically the enclosed
response to your letter dated December 16, 2005 (the “Letter”). For your convenience, each of the
responses in this letter is set forth following, and bears the same number as, the corresponding
comment in the Letter.

Form 10-Q for the Fiscal Quarter Ended September 30, 2005

    1.

    Comment:

We note that the 906 certifications refer to the quarterly report for the period ended June 30,
2005, as opposed to September 30, 2005. We also note that the 906 certifications are dated August
3, 2005, a date prior to the last day of the period covered by the report. Further, we note that
the 302 certifications contain incomplete dates. Accordingly, please file a full amendment to the
Form 10-Q to revise your certifications.

Mr. H. Christopher Owings

United States Securities and Exchange Commission

December 23, 2005

Page 2

     Response:

    •

    With regard to the CEO and CFO Section 906 Certifications contained in Exhibit 32.1,
a Word version was manually signed and dated on November 7, 2005, but incorrectly
contained a reference to the period ended June 30, 2005. In addition, the Company
accidentally uploaded the Section 906 Certifications from its last quarterly filing for
Edgarizing.

    •

    With regard to the CEO Section 302 certification contained in Exhibit 31.1, a Word
version was manually signed and dated on November 7, 2005. The Company accidentally
uploaded the undated version for Edgarizing.

    •

    With regard to the CFO Section 302 certification contained in Exhibit 31.2, a Word
version was manually signed and dated on November 7, 2005. The Company accidentally
uploaded the undated version for Edgarizing.

The Company regrets these errors and is prepared to file a Form 10-Q/A for the period ended
September 30, 2005, with new Exhibits 32.1, 31.1 and 31.2 which will refer to the new Form 10-Q/A
and be manually signed as of a recent date, as soon as possible. The Company would prefer to wait,
however, until you have reviewed the response to Comment No. 2 below and confirmed whether the
Staff has any further comments on the Company’s quarterly report on Form 10-Q for the period ended
September 30, 2005. The Company has put additional procedures in place to ensure that these
administrative errors do not happen in the future.

Financial Statements

Note 2. Short-Term Borrowings and Capitalization, Page 12

    2.

    Comment:

You issued Mandatorily Redeemable 5% Convertible Cumulative Preferred Stock with certain
registration rights and a provision of a make-whole premium in certain circumstances. Please tell
us your consideration as to whether the conversion feature should have been bifurcated from the
host contract and accounted for as a derivative, with changes in fair value recorded in earnings.
In responding to this question, please refer to paragraphs 12 and 61(1) of SFAS 133 regarding
embedded derivatives. Please also refer to paragraph 11.a. of SFAS 133, as further discussed in
EITF 00-19 and EITF 05-2 and tell us whether you believe the conversion feature is scoped out of
SFAS 133. Based on the disclosures in your Form 10-Q and your Form 8-K filed March 17, 2005, it is
not clear whether this embedded conversion feature would qualify for the conventional convertible
debt exception in paragraph 4 of EITF 00-19 due to the potentially variable number of shares to be
issued on conversion. Please provide us with your analysis in

Mr. H. Christopher Owings

United States Securities and Exchange Commission

December 23, 2005

Page 3

this regard and if the paragraph 4 scope exception is unavailable, tell us whether you were able to conclude that the conversion
feature did not need to be bifurcated based on the guidance in
paragraphs 12 through 33 of EITF 00-19. We may have further comment after reviewing your response.

     Response:

     You have asked the Company to respond as to whether the conversion feature in its 5.00% Series
B Convertible Cumulative Preferred Stock due February 20, 2015 (the “Convertible Preferred”) should
be bifurcated from the host contract and accounted for as a derivative. The Company evaluated the
accounting for the conversion option at the time of the issuance of the Convertible Preferred in
March, 2005.

     First, the Company determined that the Convertible Preferred does not meet the definition of a
conventional convertible debt instrument in paragraph 4 of EITF 00-19. The Convertible Preferred
is equity from both a legal and accounting standpoint and does not meet the definition of a
liability under FAS 150. However, the Convertible Preferred has a contractual cash redemption
feature on February 20, 2015, which required the Company to classify the security in its statement
of financial position as mezzanine equity in accordance with Rule 5-02 of SEC Regulation S-X.

     Second, the Company evaluated the Convertible Preferred and determined that it is a debt host
for purposes of evaluating its embedded features under paragraphs 12 and 61(l) of FAS 133. The
Company determined that the Convertible Preferred is a debt host because of its required redemption
date of February 20, 2015. This determination of whether the host instrument was a debt host or
equity host was based on the application of judgment of Company management.

     Third, the Company analyzed the regular conversion option available to a holder at any time
and the contingent conversion feature, allowing a holder to receive, upon conversion following a
fundamental change, as defined below, a number of common shares based upon a table (the make-whole
premium table). Under the regular conversion option, a holder may convert a share of Convertible
Preferred at any time and receive a number of common shares determined by dividing the $200 stated
value per share of Convertible Preferred by the $7.65 conversion price, or 26.14379 common shares
per share of Convertible Preferred. The ability to convert under the contingent conversion feature
is triggered if and only if a fundamental change, as defined, occurs prior to February 20, 2010.
Upon the occurrence of a fundamental change, the holder of the Convertible Preferred has 30 days to
exercise his conversion rights and receive the number of common shares based on the make-whole
premium table. A fundamental change1 is deemed to have occurred upon the occurrence of
any of the following:

    (1)

    any “person” or “group” (other than the Company, its subsidiaries or its
respective employee benefit plans) files a Schedule 13D or Schedule TO, or any
successor

Mr. H. Christopher Owings

United States Securities and Exchange Commission

December 23, 2005

Page 4

    schedule, form or report under the Exchange Act, disclosing, or the Company
otherwise becomes aware, that such person is or has become the “beneficial owner,”
directly or indirectly, of shares of the Company’s voting stock representing 50% or
more of the total voting power of all outstanding classes of the Company’s voting stock
or has the power, directly or indirectly, to elect a majority of the members of the
Company’s board of directors;

    (2)

    the Company consolidates with, or merges with or into, another person or the
Company sells, assigns, conveys, transfers, leases or otherwise disposes of all or
substantially all of its assets, or any person consolidates with, or merges with or
into, the Company, in any such event other than pursuant to a transaction in which the
persons that “beneficially owned” directly or indirectly, the shares of the Company’s
voting stock immediately prior to such transaction beneficially own, directly or
indirectly, shares of voting stock representing a majority of the total voting power of
all outstanding classes of voting stock of the surviving or transferee person;

    (3)

    a majority of the members of the Company’s board of directors are not
continuing directors (as defined below); or

    (4)

    the Company’s common stock ceases to be listed on a national securities
exchange or quoted on The Nasdaq National Market or another established automated
over-the-counter trading market in the United States.

     A fundamental change will not be deemed to have occurred in the case of a merger or
consolidation, if (i) at least 90% of the consideration (excluding cash payments for fractional
shares and cash payments pursuant to dissenters’ appraisal rights) in the merger or consolidation
consists of common stock of a U.S. company traded on a national securities exchange or quoted on
The Nasdaq National Market (or which will be so traded or quoted when issued or exchanged in
connection with such transaction) and (ii) as a result of such transaction or transactions the
shares of Convertible Preferred become convertible solely into such common stock.

     The make-whole premium upon a fundamental change will be paid in shares of the Company’s
common stock, the number of which is determined by a formula provided in the make-whole premium
table and varies depending on the market price of the common stock, the date of the fundamental
change, and the liquidation preference, including accrued and unpaid dividends, but in no event
will the total number of common shares issuable to satisfy the conversion rights exceed 66.666667
common shares per share of Convertible Preferred. The maximum number of shares of common stock
issuable occurs when the market price of the common stock is at or below $3.00.

     Fourth, we turn to the essential question of whether the embedded derivatives must be
separated from the debt host contract and accounted for as derivative instruments under FAS 133.
If all the requirements of FAS 133, paragraphs 12(a), (b) and (c) are satisfied, then the

Mr. H. Christopher Owings

United States Securities and Exchange Commission

December 23, 2005

Page 5

embedded
conversion options must be separated from the host and accounted for as derivative instruments.
The conversion options are equity-settled features embedded in a debt host that are not clearly and
closely related to the debt host instrument, thus, the requirements of paragraph 12(a) are
satisfied. The Convertible Preferred is not remeasured at fair value under otherwise
applicable generally accepted accounting principles, thus, the requirements of paragraph 12(b) are
satisfied. To determine whether the requirements of paragraph 12(c) are satisfied, the Company
analyzed paragraph 11 of FAS 133 and EITF 00-19. Paragraph 11(a) of FAS 133 states that an entity
shall not consider a contract (the embedded conversion options) to be a derivative instrument when
the contract (the embedded conversion options) is (i) indexed to its own stock and (ii) classified
in stockholders’ equity in its statement of financial position. The Company’s analysis under EITF
00-19 of the regular conversion option and under EITF 00-19 and EITF 01-6 of the contingent
conversion option results in an equity classification of the embedded conversion features at the
issue date and at each subsequent reporting date because all of the conditions for equity
classification have been met. Further, the Company believes that the contingent conversion option
is solely indexed to the Company’s own stock under EITF 01-6, because once the contingent event
(the fundamental change) occurs, the instrument’s settlement amount is based solely on and settled
in shares of the Company’s common stock. In addition, the stock price used in the make-whole table
is valued based on the price of the Company’s common stock. As a result, the Company satisfies the
first and second criteria of paragraph 11(a) of FAS 133.

     In the Company’s analysis of the regular conversion option and the contingent conversion
option, (including the make-whole premium), under EITF 00-19, paragraphs 12-33, the Company found
that each of the criteria for equity classification was satisfied. The Convertible Preferred does
not require delivery of registered shares upon conversion and there is a maximum number of common
shares issuable upon conversion (66.666667 shares per share of Convertible Preferred). In
addition, the Company analyzed whether it had enough authorized and available unissued common
shares at the time the Convertible Preferred was issued and at each subsequent reporting date to
share settle a conversion of the Convertible Preferred at the maximum number of shares issuable.
At the time of the issuance of the Convertible Preferred, the Company had enough authorized and
available unissued common shares and reserved the maximum 23.5 million shares of common stock, into
which the 350,000 shares of Convertible Preferred are potentially convertible. The Company also
performed this analysis at the end of every subsequent quarter end. The analyses continue to
demonstrate that there are an adequate number of shares of common stock authorized and available to
satisfy a conversion of the Convertible Preferred, assuming the maximum number of shares were
issued under the conversion options.

     As such, the Company’s analysis indicates that the conversion options, including the regular
and contingent conversion options (the make-whole premium), satisfy the criteria to not be treated
as derivatives (FAS 133, paragraph 11(a)) and therefore do not meet all three criteria for
bifurcation in FAS 133 paragraph 12 because the requirements of paragraph 12(c) are not met. As a
result, the conversion options are not required to be bifurcated from the host contract and
accounted for as derivatives.

Mr. H. Christopher Owings

United States Securities and Exchange Commission

December 23, 2005

Page 6

     The only portion of the Staff’s second comment which we have not responded to is the request
that the Company refer to EITF 05-2 in its response. Because EITF 05-2 applies to new instruments
entered into and instruments modified in periods beginning after June 29, 2005, it does not apply
to the Convertible Preferred, of which 325,000 shares and 25,000 shares were
issued on March 15, 2005 and March 22, 2005, respectively.

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

     Please let us know if you have any questions or if we can provide further explanation on the
above. With regard to the Convertible Preferred which is the subject of the Registration Statement
on Form S-3 (File No. 333-125282), the Company is obligated, pursuant to a Registration Rights
Agreement dated March 15, 2005, to instruct holders of the Convertible Preferred that they may not
use the Prospectus contained in the Registration Statement to resell the Convertible Preferred
until any requisite changes have been made and comments resolved. As such, we greatly appreciate
your expeditious assistance on resolving all comments and declaring the Post-Effective Amendment
No. 3 effective as soon as possible so holders of the stock will be able to resell their stock.

     We appreciate your continuing assistance on this matter, and with kindest regards, I am

    Very truly yours,

                                                 /s/  Jill M. Webb

    Jill M. Webb

    cc:

    Mr. George Ohsiek, Branch Chief

    Mr. Kurt Murao, Attorney Advisor

    Ms. Ellie Quarles, Special Counsel

    Mr. Peter F. Clark, Senior Vice President

       and General Counsel, SEMCO Energy, Inc.

    1

    For purposes