As filed with the Securities and Exchange Commission on March 7, 2003
Registration No. 333-_________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________

FORM S-3
Registration Statement
Under
The Securities Act of 1933
_______________

SEMCO ENERGY, INC.
(Exact name of registrant as specified in its charter)

MICHIGAN 38-2144267
(State of Incorporation) (I.R.S. Employer Identification No.)

28470 13 MILE ROAD, STE. 300
FARMINGTON HILLS, MICHIGAN 48334
(248) 702-6000
(Address and telephone number of registrant's principal executive offices)

MARCUS JACKSON
Chairman, President and Chief Executive Officer
SEMCO Energy, Inc.
28470 13 Mile Road, Ste. 300
Farmington Hills, Michigan 48334
(248) 702-6000

SHERRY L. ABBOTT
Corporate Secretary
SEMCO Energy, Inc.
405 Water Street
Port Huron, Michigan 48060
(810) 989-4105

(Name and address of agents for service)
_______________

Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of the Registration Statement. Sales
will be completed weekly.
_______________

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[X]
_______________

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
_______________

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
_______________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
_______________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
_______________

CALCULATION OF REGISTRATION FEE
===============================

Title of Each Class Amount Proposed Proposed Amount of
of Securities to be Maximum Offering Maximum Aggregate Registration
to be Registered Registered Price Per Unit(1) Offering Price(1) Fee
------------------- ------------- ------------------ ------------------- ------------

Common Stock, $1 Par Value 2,000,000 shs. $4.05 $8,100,000 $656.10
__________________
<FN>

(1) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(c), based upon
the average of the high and low prices of the Common Stock on March 4, 2003, as quoted on the New York Stock Exchange
(such date being within five business days of this filing).

The Prospectus relates to this Registration Statement and Registration Statement
No. 333-15439. See Reg. 230.429.

P R O S P E C T U S
- ----------------------------

[LOGO OMITED]
SEMCO ENERGY

COMMON STOCK

DIRECT STOCK PURCHASE
AND DIVIDEND REINVESTMENT PLAN
__________________

The Direct Stock Purchase and Dividend Reinvestment Plan ("Plan") of SEMCO
Energy, Inc. (the "Company") provides investors with a convenient way to
purchase shares of Common Stock of the Company by making cash payments and/or by
reinvesting dividends.

This Prospectus describes the Plan effective March 7, 2003.

The Plan is administered by Wells Fargo Bank Minnesota, N.A. ("Wells
Fargo").

Shareholders with shares registered in their name may join the Plan without
making an initial investment. Investors who do not have shares registered in
their name may join by enrolling in the Plan, paying a one-time account set-up
fee of $10 and making an initial investment of at least $250 and not more than
$100,000.

Participants in the Plan may:
-- Reinvest all or a portion of Common Stock dividends;
-- Enroll in direct deposit of dividends not reinvested;
-- Make optional cash payments of not less than $25.00 per payment
and not more than $100,000 per year;
-- Make optional payments by automatic deductions from checking or
savings;
-- Deposit Common Stock certificates into the Plan for
safekeeping;
-- Receive Common Stock certificates for whole Plan shares;
-- Transfer all or a portion of Plan shares to make a gift, a
private sale, or for any other purpose;
-- Sell Plan shares through the Plan;
-- Terminate participation in the Plan.

Under the Plan, shares of the Company's Common Stock are issued the first
business day of each week ("Investment Date") or as soon thereafter as feasible.
Wells Fargo may purchase those shares in the open market, through private
transactions or from the Company. If shares are purchased on the open market,
or through private transactions, the price of the shares purchased through the
Plan will be the weighted average price paid in the stock market for the
particular investment date. If Wells Fargo purchases shares from the Company,
the price paid for those shares will be the average of the closing prices on the
three trading days prior to the Investment Date. Participants do not pay any
brokerage commission or service charge for purchases under the Plan. On March
6, 2003 the closing price on the New York Stock Exchange (NYSE) was $4.16 per
share.

The price Participants will receive for shares sold through the Plan is the
weighted average price of shares sold through the Plan on the days when those
shares are sold. Participants will be charged a transaction fee of $10.00 for
each sale request (regardless of the number of shares) and a brokerage fee of
$.06 per share sold.

It is suggested that this Prospectus be retained for future reference.
__________________

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
__________________

The date of this Prospectus is March 7, 2003.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. THE
DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

__________________

TABLE OF CONTENTS

PAGE
----

Available Information . . . . . . . . . . . . . . 3
Incorporation of Certain Information by Reference 3
The Company . . . . . . . . . . . . . . . . . . . 4
Description of the Plan
Frequently Used Terms . . . . . . . . . . . . . 4
Purpose . . . . . . . . . . . . . . . . . . . . 5
Advantages to Participants. . . . . . . . . . . 5
Disadvantages to Participants . . . . . . . . . 5
Plan Administration . . . . . . . . . . . . . . 5
Limited Liability . . . . . . . . . . . . . . 6
Costs . . . . . . . . . . . . . . . . . . . . 6
Participation/Plan Enrollment . . . . . . . . . 6
Dividend Options. . . . . . . . . . . . . . . . 6
Direct Deposit. . . . . . . . . . . . . . . . . 7
Optional Cash Payments. . . . . . . . . . . . . 7
Automatic Optional Cash Payments. . . . . . . . 7
Refunds of Cash Payments. . . . . . . . . . . . 7
Purchase of Plan Shares . . . . . . . . . . . . 7
Sale of Plan Shares . . . . . . . . . . . . . . 7
Stock Certificates. . . . . . . . . . . . . . . 8
Certificate Safekeeping . . . . . . . . . . . . 8
Transfer of Plan Shares . . . . . . . . . . . . 8
Termination of Participation. . . . . . . . . . 8
Statements to Participants. . . . . . . . . . . 8
Participant Questions, Requests, etc. . . . . . 8
Other Information . . . . . . . . . . . . . . . 9
Description of Common Stock . . . . . . . . . . . 9
Anti-Takeover Provisions. . . . . . . . . . . . 9
Federal Income Tax Matters. . . . . . . . . . . . 10
Use of Proceeds . . . . . . . . . . . . . . . . . 11
Experts . . . . . . . . . . . . . . . . . . . . . 11
Indemnification . . . . . . . . . . . . . . . . . 11

- 2 -

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission. Such reports, proxy
and information statements, and other information can be inspected and copied at
the Public Reference Room of the Commission at its principal office: 450 Fifth
Street, NW, Washington, DC 20549. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
This Prospectus does not contain all information set forth in the Registration
Statement and Exhibits thereto which the Company has filed with the Commission
under the Securities Act of 1933 and to which reference is made hereby. The
Commission maintains a Web site at http://www.sec.gov that contains reports,
proxy and information statements and other information regarding the Company.
The Company also maintains an Internet site at www.semcoenergy.com.

Any person, receiving a copy of this Prospectus from the Company or Wells
Fargo may obtain without charge, upon written or oral request, a copy of any of
the documents incorporated by reference herein, except for the exhibits to such
documents. See "INCORPORATION OF CERTAIN INFORMATION BY REFERENCE" below.
Requests should be directed to Investor Relations, SEMCO Energy, Inc., 28470 13
Mile Road, Ste. 300, Farmington Hills, Michigan 48334, Telephone Number (248)
702-6000 or (800) 225-7647.

__________________

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The Company incorporates herein the following documents, which have also
been filed with the Securities and Exchange Commission ("Commission"): (a) the
Company's Annual Report on Form 10-K for the year ended December 31, 2001; (b)
the Company's Current Reports on Form 8-K dated May 2, 2002, May 31, 2002, June
26, 2002, August 14, 2002, September 19, 2002, February 6, 2003; (c) the
Company's definitive proxy statement for its Annual Meeting of Shareholders held
on April 16, 2002; (d) the Company's Quarterly Reports on Form 10-Q for the
quarters ending March 31, 2002 and June 30, 2002, and September 30, 2002.

All documents subsequently filed pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, prior to the termination of this
offering of the Company's Common Stock shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents.

The Prospectus does not set forth all material and information included in
the Registration Statement filed with the Commission of which it is a part.

- 3 -

THE COMPANY

The Company is a Michigan Corporation with its principal executive offices
at 28470 13 Mile Road, Ste. 300, Farmington Hills, Michigan 48334 and its
telephone number is (248) 702-6000.

The Company was established as a holding company in 1977 and is the parent
company of five direct subsidiaries. Most of the Company's assets are invested
in natural gas operations, which are subject to regulation by various regulatory
bodies. Weather has a significant impact on the Company's revenues.

The Company and its subsidiaries operate four business segments: (1) gas
distribution; (2) construction services; (3) information technology services;
and (4) propane, pipelines and storage. The Company's gas distribution business
segment distributes and transports natural gas to approximately 272,000
customers in the state of Michigan and approximately 111,000 customers in the
state of Alaska. The Alaska-based operation and the Michigan-based operation
are known together as the "Gas Distribution Business" and operate as divisions
of SEMCO Energy, Inc. The construction services segment ("Construction
Services") currently conducts most of its business in the midwestern, southern
and southeastern areas of the United States. Its primary service is the
installation and upgrade of compressor stations and underground natural gas
mains and service lines. The information technology services segment ("IT
Services") is headquartered in Michigan and provides IT infrastructure
outsourcing services and other IT services with a focus on mid-range computers,
particularly the IBM I-Series (AS-400) platform. The Company's other business
segments accounted for approximately 79% of IT Services' revenues during 2002.
The propane, pipelines and storage segment sells more than 4 million gallons of
propane annually to retail customers in Michigan's upper peninsula and northeast
Wisconsin and operates natural gas transmission and storage facilities in
Michigan.

The above information about the Company is not comprehensive. For
significant detail about the business of the Company and its subsidiaries,
please refer to the documents incorporated into this Prospectus. See
"Incorporation of Certain Information by Reference" above.

DESCRIPTION OF THE PLAN

FREQUENTLY USED TERMS
-- ACCOUNT AUTHORIZATION FORM: the application to begin Plan
participation for initial investors and not Record Shareholders.
-- COMMON SHAREHOLDER: an owner of the Company's Common Stock.
-- DIVIDEND: a cash dividend paid on the Common Stock.
-- DIVIDEND PAYMENT DATE: typically the 15th of February, May, August
and November.
-- ELECTION FORM: the application to change Plan participation for
investors who are Record Shareholders.
-- INDEPENDENT AGENT: Wells Fargo or a brokerage firm acting on behalf
of Wells Fargo.
-- INVESTMENT DATES: the first business day of each week (or as soon
thereafter as feasible). The effective date as of which shares will be credited
to a participant's account.
-- INVESTMENT STATEMENT: the statement sent to a Participant
reflecting purchases and sales of Plan Shares and Dividends.
-- INVESTMENT STATEMENT FORM: the detachable top portion of the
Investment Statement used to submit cash payments, request a sale of Plan
Shares, request issuance of certificate(s), and implement other Plan
transactions.
-- PARTICIPANT: any person participating in the Plan.
-- PLAN: this Direct Stock Purchase and Dividend Reinvestment Plan.
-- PLAN SHARES: Common Stock held in the Plan for Participants.
-- RECORD SHARES: Plan Shares and shares registered in a shareholder's
name.
-- RECORD SHAREHOLDER: Common Shareholder with Record Shares.

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PURPOSE

The purpose of the Plan is to encourage long-term investment by providing a
convenient method of making periodic Common Stock purchases without paying a
brokerage commission or service charge.

ADVANTAGES TO PARTICIPANTS

Investment is Simple and Easy. Participants may:
-- reinvest all or a percentage of Dividends automatically.
-- invest optional cash payments of not less than $25 per payment and
not more than $100,000 per year.
-- invest amounts deducted automatically from a checking or savings
account.

Automatic Deposit of Dividends
-- Participants may have Dividends which they do not reinvest deposited
directly into a checking or savings account.

No Commission for Purchases
-- There is no brokerage commission or service charge to purchase Plan
Shares.

Simplified Safekeeping. Participants:
-- Avoid the necessity of safekeeping certificates.
-- May deposit Common Stock certificates they hold into the Plan.

Transfer of Plan Shares.
-- Participants may transfer all or a portion of Plan Shares as a gift,
a private sale or for any other purpose.

Simplified Record-Keeping.
-- Investment Statement will be mailed for each week in which the
Participant purchases Plan Shares.

Simplified Sales. Participants
-- May sell their Plan Shares through the Plan.
-- Are charged a transaction fee of $10.00 for each sale through the
Plan plus a brokerage commission of $.06 per share. (For example, the total fee
to sell 1,000 Plan Shares would be $70.)

Telephone Transactions.
-- Participants may establish telephone privileges for their Plan
accounts, enabling them to execute certain Plan orders by phone.

DISADVANTAGES TO PARTICIPANTS

Price uncertainty.
-- Participants have no control over the purchase price or sale price
of Plan Shares.

No interest.
-- No interest is paid on cash received by Wells Fargo.

PLAN ADMINISTRATION

Administration of Plan activities will be carried out by Wells Fargo.
Wells Fargo is also the Transfer Agent and Registrar for the Common Stock.

- 5 -

Limited liability.

Neither the Company, Wells Fargo, nor their agents will be liable for any
act done in good faith or for any good faith failure to act.

Participants should recognize that no one can assure them of a profit or
protect them against a loss on their Plan Shares.

Costs.

Costs and expenses of Plan administration will be, except as otherwise
described in this Prospectus, paid by the Company, including brokerage fees or
commissions in connection with the purchase of Plan Shares.

However, non-shareholders are charged an enrollment fee of $10.00 when
sending their initial cash investment and Participants are charged a transaction
fee of $10.00 and a brokerage commission of $.06 per share for sales of Plan
Shares.

PARTICIPATION/PLAN ENROLLMENT

Any person may become a Participant.

Participants who wish to change their participation in any way may do so by
letter or by submitting an Election Form.

Record Shareholders may join the Plan at any time by letter or by
completing and signing an Account Authorization Form.

New Record Shareholders automatically receive an Account Authorization
Form.

Any other interested person may become a Participant by completing an
Account Authorization Form, paying the $10 one-time set up fee and making an
initial cash investment of not less than $250 and not more than $100,000.

To request forms, or copies of this Prospectus, contact Wells Fargo. See
"Participant Questions, Requests, Etc." below.

Cash investments may be made by personal check or money order payable to
"Shareowner Services." PLEASE DO NOT SEND CURRENCY.

Any form received after the dividend record date regarding any requested
Dividend treatment will be effective the next quarter.

DIVIDEND OPTIONS

The Account Authorization Form allows the Participant to choose from the
following three Dividend options:
Full Reinvestment -- All Dividends on Record Shares are reinvested.
Partial Reinvestment -- A percentage of the Dividends on Record Shares are
reinvested.
Cash Payments Only -- No reinvestment of Dividends on Record Shares.

A Participant may change Dividend Options by use of the Election Form.

Regardless of the Dividend Option chosen, Optional Cash Payments may be
made at any time.

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DIRECT DEPOSIT

Participants may request that Dividends, which are not reinvested, be
deposited in a U.S. bank or credit union.

OPTIONAL CASH PAYMENTS

Initial cash payments must accompany the Account Authorization Form for
non-record holders. Optional Cash Payments may accompany an Investment
Statement Form or be made by electing the Automatic Optional Cash Payments
feature, as described below. Personal checks or money orders must be made
payable to "Shareowner Services". (DO NOT SEND CURRENCY).

Initial cash payments must be at least $250 and not more than $100,000.
Optional Cash Payments cannot be less than $25 per payment or more than $100,000
per year. The same amount of money need not be sent each time and there is no
obligation to make cash payments.

AUTOMATIC OPTIONAL CASH PAYMENTS

Participants may make Optional Cash Payments by automatic deduction from a
checking or savings account. To do so, the Participant must complete an
appropriate Plan form (Account Authorization Form or Election Form).

REFUNDS OF CASH PAYMENTS

Cash payments will be refunded if a written request is received at least
one full business day prior to the first business day of the week in which it
would have been invested.

PURCHASE OF PLAN SHARES

The number of Plan Shares purchased depends on the amount invested and the
purchase price. Each Participant's account will be credited with that number of
Plan Shares, including fractions computed to three decimal places, equal to the
total amount invested divided by the purchase price for that Investment Date.

Purchased Plan Shares will be credited as of the Investment Date.

Wells Fargo may purchase shares in the open market, through private
transactions or from the Company. If shares are purchased on the open market or
through private transactions, the price paid by Participants is the weighted
average of prices paid by Wells Fargo for those shares. If Wells Fargo
purchases shares from the Company, the price paid for the shares will be the
average of the closing prices on the three trading days prior to the Investment
Date.

Participants do not have the ability to order the purchase of a specified
number of Plan Shares or the purchase of Plan Shares at a specified price.

SALE OF PLAN SHARES

Participants may sell all or part of their Plan Shares by use of an
Investment Statement Form.

Sales for Participants are made as soon as practicable. Requests to sell
Plan Shares will be aggregated and processed periodically by the Independent
Agent in its sole discretion. Sales will be made at prevailing market prices.

When a Participant sells Plan Shares, the price per share the Participant
receives will be the average price from all Plan Shares sold by the Independent
Agent during the applicable sales period, less brokerage commission fees of $.06
per share and a transaction fee of $10.00.

- 7 -

STOCK CERTIFICATES

All Plan Shares will be held by Wells Fargo. Participants may obtain, at
any time and without charge, a certificate for all or part of their Plan Shares
by using the Investment Statement Form. Certificates for fractional shares will
not be issued under any circumstances. A Participant who wishes to pledge Plan
Shares must withdraw those shares.

CERTIFICATE SAFEKEEPING

A Participant may deposit Common Stock certificates ("deposited shares")
into the Plan by sending them with a properly completed Investment Statement.
Do NOT endorse the certificates. Some of the advantages of depositing
certificates are:
-- Protection against the cost of replacing stock certificates which
may otherwise be lost, stolen or destroyed.
-- Deposited shares are treated in the same manner as other Plan Shares
and may be conveniently sold or transferred through the Plan.
-- Dividends on deposited shares will continue to be treated the same
as before deposit unless changed by the Participant.
-- Common Stock certificates deposited for safekeeping will be credited
promptly upon receipt.

TRANSFER OF PLAN SHARES

If Participants wish to change the ownership of Plan Shares through gift,
private sale or otherwise, they may request transfer by mailing a properly
executed stock power, along with a letter of instruction, to Wells Fargo. A
request for transfer is subject to the same requirements applicable to the
transfer of Common Stock certificates including the requirement of an approved
medallion signature-guarantee on the stock power. Wells Fargo will provide a
form of stock power upon request.

No certificate for Plan Shares transferred to another Participant will be
issued unless requested. Otherwise, transferred Plan Shares will be credited to
the transferee's Plan account. If the transferee is not a Participant, a Plan
account will be opened for the transferee. Both the transferring Participant
and the transferee participant will be sent confirmation.

TERMINATION OF PARTICIPATION

A Participant may use the Investment Statement Form to terminate
participation at any time.

No termination will be processed between the dividend record date and the
dividend payable date.

STATEMENTS TO PARTICIPANTS

Investment Statements will be mailed daily to any Participant having a Plan
transaction. These statements should be retained for income tax purposes.

In addition, each Participant will receive copies of communications sent to
all Common Shareholders.

PARTICIPANT QUESTIONS, REQUESTS, ETC.

All correspondence regarding the Plan should be addressed to:

Wells Fargo Minnesota, N.A.
P.O. Box 64863
St. Paul, MN 55164-0863

- 8 -

Telephone inquiries may also be made to Wells Fargo at 1-877-536-3549 or
1-651-450-4064 Monday through Friday between 7:00 a.m. and 7:00 p.m. Central
Time.

Online inquiries may also be made to www.wellsfargo.com/shareownerservices

OTHER INFORMATION

If a Participant sells or transfers all his Common Stock, other than Plan
Shares, his participation in the Plan will generally not be affected. Any Plan
account holding less than one whole share in such circumstance will be
terminated.

Common Stock distributed as a result of a stock dividend or stock split on
Plan Shares and on Common Stock otherwise registered in the Participant's name
will be added to the Participant's Plan Shares. Participants requiring a stock
certificate can request one at any time.

If a participant sends a request to sell between the record date and the
payable date for a stock distribution, the request will not be processed until
the stock distribution is credited to the participant's account.

Each Participant may vote Plan Shares and will be sent a Proxy to do so.

Notwithstanding any other provision of the Plan, the Company reserves the
right to suspend, modify or terminate the Plan at any time. Notice of any such
suspension, modification or termination will be sent to all Participants. Also,
the Company or Wells Fargo may, by written notice, terminate an individual's
participation in the Plan at any time.

DESCRIPTION OF COMMON STOCK

The Company's authorized capital stock consists of 40,000,000 shares of
Common Stock, 500,000 shares of Cumulative Preferred Stock, issuable in series,
and 3,000,000 shares of Preference Stock, issuable in series.

At February 28, 2003, the outstanding Common Stock consisted of
approximately 18,841,000 shares. Two million shares of the Preference Stock are
reserved for issuance pursuant to a Shareholder Rights Plan. No Preferred Stock
nor Preference Stock is outstanding.

Subject to the rights of Preferred and Preference Stockholders to receive
full quarterly dividends, Common Stockholders are entitled to receive dividends
when declared by the Board of Directors in its discretion.

Common Stockholders currently have exclusive voting rights and have
cumulative voting for the election of Directors.

Common Stock is traded on the New York Stock Exchange under the symbol SEN.

ANTI-TAKEOVER PROVISIONS

Articles of Incorporation. The following provisions of the Company's
Articles of incorporation may delay, defer or prevent a person from acquiring
the Company or changing control of the Board of Directors. The Articles of
Incorporation divide the Board into three classes with staggered terms; each
Director is elected for a three-year term. Approximately one-third of the board
positions are filled by a shareholder vote each year. Directors may be removed,
but only for cause, at an annual meeting of shareholders and by the affirmative
vote of a majority of the shares then entitled to vote for the election of
directors. In addition to requirements imposed under Section 7A of the Michigan
Business Corporation Act (the "MBCA") discussed below, the Articles of
Incorporation provide that a business combination cannot occur unless a written
opinion is obtained from an independent investment banker that the consideration
to be paid to the shareholders is fair and reasonable; provided, however, the
directors may waive this requirement. The Articles of Incorporation also
contain provisions limiting the personal liability of Directors.

Anti-Takeover Statutes. The Company is subject to Chapter 7A of the MBCA,
which provides that certain business combinations with anyone controlling 10% or
more of shareholder votes require the affirmative vote of 90% of the votes of

- 9 -

each class of stock entitled to vote, and not less than 2/3 of each class of
stock entitled to vote (excluding voting shares owned by such 10% owner), voting
as a separate class. Such requirements do not apply if (i) the corporation's
board of directors approves the transaction prior to the time the 10% owner
becomes such or (ii) the transaction satisfies certain fairness standards,
certain other conditions are met and the 10% owner has been such for at least
five years.

The Company is also subject to Chapter 7B of the MBCA which provides that
"control shares" of a corporation acquired in a control share acquisition have
no voting rights except as granted by the stockholders of the corporation.
"Control shares" are shares which, when added to shares previously owned by a
stockholder, increase such stockholder's ownership of voting stock to more than
20% but less than 33 1/3%, more than 33 1/3% but less than a majority, or more
than a majority, of the votes to which all of the stock is entitled. Voting
rights of control shares must be approved by the affirmative vote of a majority
of all shares entitled to vote excluding voting shares owned by the acquirer and
certain officers and directors. However, no such approval is required for gifts
or other transactions not involving consideration, for a merger to which the
corporation is a party or certain other transactions described in Chapter 7B.

Rights to Purchase Preference Stock. In January 1997, the Company adopted
a Shareholders Rights Plan pursuant to which 2,000,000 shares of Series A
preference stock are reserved under the plan for sale to holders of common
stock. The common stock currently trades with a right to purchase such Series A
preference stock. The right is intended to protect shareholders in the event of
an unsolicited attempt to acquire us and becomes exercisable upon the occurrence
of certain triggering events. The right is transferred automatically with the
transfer of the common stock until separate rights certificates are distributed
upon the occurrence of certain events. The right could have the effect of
delaying, deferring or preventing a person from acquiring the Company or
accomplishing a change in control of the Board of Directors.

FEDERAL INCOME TAX MATTERS

Reinvested Dividends are treated for federal income tax purposes in the
same manner as if the participant had received the Dividends in cash on the
applicable Dividend Payment Date. Brokerage commissions paid by SEMCO on behalf
of a participant are treated as taxable dividend income to the participant and
reported accordingly.

For a foreign Participant whose Dividends are subject to United States
income tax withholding or a Participant subject to backup withholding, Dividends
reinvested will reflect a reduction for the amount of tax required to be
withheld.

A Participant will not realize any taxable income when he receives
certificates for whole Plan Shares. However, a Participant who receives a cash
adjustment for a fraction of a Plan Share will realize a gain or loss with
respect to such fraction. Gain or loss will also be realized by the Participant
when he sells Plan Shares. The amount of such gain or loss will be the
difference between the amount which the Participant receives and his tax basis
for the Plan Shares sold.

PARTICIPANTS SHOULD RETAIN ALL INVESTMENT STATEMENTS BECAUSE THEY ARE THE
ONLY RECORD OF TRANSACTION PRICES FOR PLAN SHARES.

The information set forth above is a summary of federal tax law only and
does not purport to be a complete description of all tax matters regarding
participation in the Plan. The description may be affected by future
legislation, IRS rulings and regulations, or court decisions. In addition, the
taxation of foreign shareholders, except as noted, is not discussed in this
Prospectus. Participants should consult with their own tax advisors with
respect to any tax questions about their participation in the Plan.

- 10 -

USE OF PROCEEDS

When Wells Fargo purchases Plan Shares in the open market or otherwise not
from the Company, the Company will receive no proceeds from the Plan. If Wells
Fargo purchases Plan Shares from the Company, the net proceeds will be used for
the Company's (and its subsidiaries') continuing construction program and
general corporate purposes. The Company cannot predict how many such shares, if
any, will be sold to Wells Fargo, and, therefore, cannot estimate the amount of
net proceeds that it will receive.

EXPERTS

Certain of the Company's financial statements incorporated by reference in
this prospectus have been audited by Arthur Andersen LLP ("Andersen"),
independent public accountants, as indicated in their reports with respect to
the financial statements, and are incorporated by reference to this prospectus
in reliance upon the authority of Andersen as experts in giving such reports.
On May 2, 2002, the Company notified Andersen that the Company would engage
other principal accountants upon completion of Andersen's review of the
Company's financial statements for the first quarter period ended March 31,
2002. The Company has not obtained a reissued report from Andersen and has been
unable to obtain, after reasonable efforts, Andersen's written consent to
incorporate by reference Andersen's reports on the financial statements. Under
these circumstances, Rule 437a under the Securities Act of 1933, as amended
("Securities Act"), permits this prospectus to be filed without a written
consent from Andersen. The absence of such written consent from Andersen may
limit a shareholder's ability to assert claims against Andersen under Section
11(a) of the Securities Act for any untrue statement of a material fact
contained in the financial statements audited by Andersen or any omissions to
state a material fact required to be stated in the financial statements.

INDEMNIFICATION

The Bylaws of the Company provide that Directors and Officers, former
Directors and Officers, their heirs, executors and administrators are generally
entitled to indemnification to the extent and under the circumstances permitted
by law including, where permitted and upon satisfaction of any undertaking
required, advance of expenses.

The Michigan Business Corporation Act provides in connection with the
indemnification of officers and directors of Michigan corporations (and persons
acting on behalf of a Michigan corporation as director, officer, employee or
agent of another business entity) as follows:

(a) In actions other than by or in the right of the corporation,
corporate power to indemnify against expenses (including attorneys' fees),
judgments, penalties, fines and amounts paid in settlement, actually and
reasonably incurred, if the director or officer acted in good faith and in a
manner he reasonably believed to be in and not opposed to the best interests of
the corporation or its shareholders (or if a criminal proceeding, had no
reasonable cause to believe his conduct was unlawful) (Section 561).

(b) In actions by or in the right of the corporation, corporate power
to indemnify against expenses (including attorneys' fees), and amounts paid in
settlement if the director or officer acted in good faith and in a manner he
reasonably believed to be in and not opposed to the best interests of the
corporation or its shareholders, except that no indemnification may be made if
such person shall have been found liable to the corporation (unless a court
determination is made that such person is fairly and reasonably entitled to such
indemnification) (Section 562).

(c) A right to indemnification against expenses (including attorneys'
fees), incurred in the event the director or officer has been successful on the
merits or otherwise in defense of any such actions or incurred in a proceeding
brought to enforce this right of indemnification (Section 563).

- 11 -

(d) The indemnification or advancement of expenses provided under the
above-discussed Sections is not exclusive of other rights to which a person
seeking indemnification or advancement of expenses may be entitled under the
Articles of Incorporation, Bylaws, or a contractual agreement. However, the
total amount of expenses advanced or indemnified from all sources combined shall
not exceed the amount of actual expenses incurred by the person seeking
indemnification or advancement of expenses (Section 565).

Section 567 of the Michigan Business Corporation Act provides for corporate
power to purchase and maintain insurance on behalf of directors and officers
(including persons acting as a director, officer, employee or agent of another
business entity on behalf of the corporation) against any liability due to such
status, whether or not the corporation would have power to indemnify such person
against such liability. The Company provides such insurance.

Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers or persons controlling the Company pursuant
to the foregoing provisions, the Company has been informed that in the opinion
of the SEC such indemnification is against public policy as expressed in the
1933 Act and is therefore unenforceable.

- 12 -

[LOGO OMITED]
SEMCO ENERGY

____________________

DIRECT STOCK PURCHASE
AND
DIVIDEND REINVESTMENT PLAN

____________________

PROSPECTUS

MARCH 7, 2003

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following statement sets forth the estimated amounts of expenses, other
than underwriting discounts and commissions, to be borne by the Company in
connection with the distribution of the shares offered hereby:

Securities and Exchange Commission Registration Fee $ 1,000
Printing Expenses 10,000
Accounting Fees and Expenses 0
Legal Fees and Expenses 2,000
Blue Sky Fees and Expenses 0
Miscellaneous Expenses 10,000
-------

Total Estimated Expenses $23,000
=======

Item 15. Indemnification of Directors and Officers.

Incorporation by reference to page 11 of the Prospectus, Section entitled
"Indemnification".

Item 16. Exhibits.

Filed
-------------------------
Exhibit No. Description Herewith By Reference
- ----------- ----------- -------- ------------

1 Underwriting Agreement. NA NA
2 Plan of acquisition, reorganization, arrangement, liquidation, or
succession. NA NA
4 Instruments defining common shareholder rights.
4.1 Articles of Incorporation of SEMCO Energy, Inc., as restated June 25, 1999.(c) x
4.2 Bylaws--last revised June 20, 2002.(f) x
4.3 Rights Agreement dated as of April 15, 1997 with Continental Stock
Transfer & Trust Company, as Rights Agent.(a) x
4.4 Form of Indenture relating to Senior Debt Securities dated as of
_________1, 1998, with Bank One Trust Company (formerly NBD Bank) as Trustee.(b) x
4.5 First Supplemental Indenture relating to Senior Debt Securities dated as
of June 16, 2000, with Bank One Trust Company as Trustee.(e) x
4.6 Second Supplemental Indenture relating to Senior Debt Securities dated
as of June 29, 2000, with Bank One Trust Company as Trustee.(e) x
4.7 Indenture relating to Subordinated Debentures dated as of April 19,
2000, with Bank One Trust Company, Trustee.(d) x
4.8 First Supplemental Indenture relating to Subordinated Debentures dated
as of April 19, 2000, with Bank One Trust Company, Trustee.(d) x
5 Opinion re: legality. x
8 Opinion re: tax matters. x
12 Statement re: computation of ratios. NA NA
15 Letter re: unaudited interim financial information. NA NA
23 Consents. NA NA
24 Power of Attorney. x
25 Statement of eligibility of trustee. NA NA
26 Invitation for bids. NA NA
99 Additional Exhibits. NA NA

<FN>
Key to Exhibits Incorporated by Reference

(a) Filed with SEMCO Energy, Inc.'s Form 10-K for 1996, dated March 27, 1997, File No. 001-15565.
(b) Filed with SEMCO Energy, Inc.'s Form S-3 (333-58715 and 333-58715-01) filed July 8, 1998, File No. 001-15565.
(c) Filed with SEMCO Energy, Inc.'s Form 10-Q for the quarter ended June 30, 1999, File No. 001-15565.
(d) Filed with SEMCO Energy, Inc.'s Form 10-Q for the quarter ended March 31, 2000, File No. 001-15565.
(e) Filed with SEMCO Energy, Inc.'s Form 8-K dated July 26, 2000, File No. 001-15565.
(f) Filed with SEMCO Energy, Inc.'s Form 10-Q for the quarter ended June 30, 2002, File No. 001-15565.

II-1

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, SEMCO Energy,
Inc. certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Farmington Hills and State of
Michigan, on the 7th day of March, 2003.

SEMCO ENERGY, INC.

By /s/Marcus Jackson
______________________________________
Chairman, President and C.E.O.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed below by the
following persons in the capacities indicated on March 7th, 2003.

Signature Title
--------- -----

/s/Marcus Jackson Chairman, President (Director and Principal
___________________________ Executive Officer)

/s/John E. Schneider Senior Vice President (Principal Financial
___________________________ and Accounting Officer)

/s/John M. Albertine* Director
___________________________

/s/Edward J. Curtis* Director
___________________________

/s/John T. Ferris* Director
___________________________

/s/Michael O. Frazer* Director
___________________________

/s/John R. Hinton* Director
___________________________

/s/Harvey I. Klein* Director
___________________________

/s/Frederick S. Moore* Director
___________________________

/s/Thomas W. Sherman* Director
___________________________

/s/Edith A. Stotler* Director
___________________________

/s/Donald W. Thomason* Director
___________________________

*By /s/Marcus Jackson
________________________________
Attorney-in-fact

II-3

SEMCO ENERGY, INC.
Registration Statement on Form S-3
Exhibit Index

Filed
-------------------------
Exhibit No. Description Herewith By Reference
- ----------- ----------- -------- ------------

<FN>
Key to Exhibits Incorporated by Reference