Exhibit 2.(iii)



                          AMENDMENT
                             TO
            LEASED EQUIPMENT PURCHASE AGREEMENTS
                             AND
                  ASSET PURCHASE AGREEMENT
             __________________________________ 


     This Amendment to Leased Equipment Purchase Agreement and 
Asset Purchase Agreement ("this Amendment") is made this 13th day 
of August, 1997, by and among Union Equipment, Inc. ("Union 
Equipment"), Southeastern Utility Company ("Southeastern"), 
Stewart Kniff ("Kniff"), Sub-Surface Construction Co. ("Seller") 
and SEMCO Energy Construction Co. ("Buyer"), to amend the Leased 
Equipment Purchase Agreements and the Asset Purchase Agreement 
("the Agreements") entered into between the parties on August 9, 
1997. 

     Union Equipment, Southeastern, Kniff, Seller and Buyer 
agree that Section 10 of the Leased Equipment Purchase Agreements 
and Section 14 of the Asset Purchase Agreement are amended to 
clarify and provide that the liability of all Seller Parties to 
Buyer under the indemnity provisions contained in Sections 10 of 
the Leased Equipment Purchase Agreements and Section 14 of the 
Asset Purchase Agreement is joint and several, and that any 
damages actually incurred by Buyer under the Agreements shall be 
aggregated for purposes of the Twenty-five Thousand Dollar 
($25,000.00) basket and the maximum liability of all Seller 
Parties of One Million Five Hundred Forty Thousand Dollars 
($1,540,000.00). 

     IN WITNESS OF WHICH, each of the parties has executed and 
delivered this Amendment this 13th day of August, 1997. 

                              UNION EQUIPMENT, INC. 

                              By Stewart Kniff
                              Its President

                              SOUTHEASTERN UTILITY COMPANY 

                              By Stewart Kniff
                              Its Vice President

                              SEMCO ENERGY CONSTRUCTION CO. 

                              By L. L. Sherman
                              Its President

                              SUB-SURFACE CONSTRUCTION CO. 

                              By Stewart Kniff
                              Its President

                              Stewart Kniff