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                                                                    Exhibit 24-2

                       MICHIGAN CONSOLIDATED GAS COMPANY

                            SECRETARY'S CERTIFICATE


         The undersigned, Secretary of Michigan Consolidated Gas Company, a
Michigan corporation, hereby certifies that the following is a true and correct
copy of resolutions duly adopted by the unanimous written consent of the
Company's Board of Directors' on November 1, 1994, and such resolutions have
not been modified, amended or rescinded and remain in full force and effect on
the date hereof.

     RESOLVED, That the Board of Directors hereby approves a financing program
     which contemplates the issuance and sale from time to time, of up to
     $200,000,000 of the Company's securities, including stock, bonds, notes
     and guarantees, and entering into other long-term financing arrangements,
     to finance in part its construction programs and working capital
     requirements, to refinance maturing long-term debt, to repay short-term
     borrowings and for other corporate purposes, the timing, terms and mix of
     which securities and arrangements will depend on market conditions and the
     financial condition of the Company as determined by the Treasurer or his
     designee; and

     FURTHER RESOLVED, That the officers of the Company are severally
     authorized and directed to:

     (a)   Prepare execute and cause to be filed with the MPSC, the SEC, the
           NYSE and other regulatory authorities such  applications, reports
           and statements, including amendments and supplements thereto, as any
           of them may deem necessary or advisable to obtain requisite
           authority to proceed with and consummate the financing program; and

     (b)   Retain and employ, on behalf of the Company, legal counsel,
           independent public accountants, and others whose services any of the
           officers may deem necessary or desirable in connection with the
           financing program, execute any and all instruments, make any and all
           payments and do any and all other acts and things which such
           officers, and any of
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           them, may deem necessary or advisable in order to proceed with
           and consummate such financing program.


     IN WITNESS WHEREOF, I have hereunto set my hand this 3rd

day of November, 1994.


                                                        /s/ Susan K. McNish     
                                                     --------------------------
                                                     Susan K. McNish, Secretary