SEC FILE NO. 70-9843

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549





                             CERTIFICATE PURSUANT TO

                                     RULE 24

                                OF COMPLETION OF

                                   TRANSACTION





                             CMS ENERGY CORPORATION






                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


In the Matter of                    )        Certificate Pursuant to Rule 24
CMS ENERGY CORPORATION              )        of Completion of Transaction
SEC File No. 70-9843                )
(Public Utility Holding Company     )
 Act of 1935)


     CMS Energy  Corporation ("CMS Energy") hereby certifies pursuant to Rule 24
of the General Rules and  Regulations  under the Public Utility  Holding Company
Act of 1935, as amended,  that the  transactions  authorized by the Commission's
Order,  dated March 22, 2001, have been carried out in accordance with the terms
and    conditions   of,   and   for   the   purposes    represented    by,   the
Application/Declaration  on Form U-1, as amended on March 22, 2001,  in SEC File
No.70-9843, as follows:

     1. On April 1, 2001, Consumers Energy Company ("Consumers"), a wholly owned
public utility  subsidiary of CMS Energy,  transferred its ownership interest in
certain  transmission  facilities  to  Michigan  Electric  Transmission  Company
("Michigan  Transco"),  pursuant to an agreement  between Consumers and Michigan
Transco.

     2. In exchange for the transmission  facilities,  Consumers received all of
the common stock of Michigan Transco.

     3. Filed  herewith as Exhibit F-2 is the  "past-tense"  opinion of David A.
Mikelonis, General Counsel of Consumers Energy Company.

     Pursuant to the  requirements  of the Public Utility Holding Company Act of
1935, the undersigned company has duly caused this statement to be signed on its
behalf by the undersigned thereunto duly authorized.


                                            CMS ENERGY CORPORATION


Date:  April 12, 2001                       By:   /s/David W. Joos
                                            Title:  Executive Vice President &
                                                    Chief Operating Officer -
                                                    Electric




Exhibits


  F-2           "Past-tense" opinion of David A. Mikelonis