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EXHIBIT 3-1
ARTICLES OF INCORPORATION
OF
MICHCON INVESTMENT CORPORATION

(A PROFIT CORPORATION)

These Articles of Incorporation are signed by the incorporator for the
purpose of forming a profit corporation pursuant to the provisions of Act 284,
Public Acts of 1972, as amended, as follows:

ARTICLE I. Name. The name of the Corporation is MichCon Investment
Corporation.

ARTICLE II. Purposes. The purpose or purposes for which the corporation
is organized is to engage in any activity within the purposes for which
corporations may be organized under the Business Corporation Act of Michigan
and to have and exercise all powers conferred by such Act upon corporations
organized thereunder.

ARTICLE III. Capital. The total authorized capital stock is:

Common Shares 50,000 Par Value Per Share $1.00

ARTICLE IV. Registered Office; Registered Agent.

1. The address of the initial registered office is: 500 Griswold Street,
Detroit, Michigan 48226.

2. The name of the initial resident agent at the registered office is
Pamela J. Liggett.

ARTICLE V. Incorporator. The name and business address of the
incorporator is: Pamela J. Liggett, Secretary, Michigan Consolidated Gas
Company, 500 Griswold Street, Detroit, Michigan 48226.

ARTICLE VI. Corporate Action. Any action required or permitted by Act
284, Public Acts of 1972, as amended, to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior notice
and without a vote, if a consent in writing, setting forth the action so taken,
is signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE VII. Indemnification. The corporation shall indemnify any person
who is or was a director,
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officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
any threatened, pending or completed action, suit or proceeding to the full
extent provided by the Business Corporation Act of Michigan from time to time
in effect.

I, the incorporator sign my name this 11th day of April, 1986.

Pamela J. Liggett
---------------------
Pamela J. Liggett

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CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION

MICHCON INVESTMENT CORPORATION
Corporation Number 300-884
-------

The undersigned, MichCon Investment Corporation, executes this Certificate
of Amendment to its Articles of Incorporation pursuant to the provisions of
Section 631, Act 284, Public Acts of 1972, as amended.

The following amendment to the Articles of Incorporation of MichCon
Investment Corporation was adopted on the 11th day of May, 1988 by the
shareholders in accordance with Section 611(2), Act 284, Public Acts of 1972,
as amended. A consent adopting the amendment was signed on behalf of holders
of the necessary number of shares required by statute.

RESOLVED, That the Articles of Incorporation be amended by adding a new
Article VIII to read as follows:

ARTICLE VIII
------------

A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the Corporation or its shareholders,
(ii) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of the law, (iii) for a violation of
Section 551(1) of the Michigan Business Corporation Act, or (iv) for any
transaction from which the director derived any improper personal benefit.
If the Michigan Business Corporation Act is amended after approval by the
shareholders of this provision to authorize corporate action further
eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited
to the fullest extent permitted by the Michigan Business Corporation Act,
as so amended.
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Any repeal or modification of the foregoing paragraph by the
shareholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such
repeal or modification.

Signed this 11th day of May, 1988

MICHCON INVESTMENT CORPORATION

By: A. R. Glancy III
------------------------------
A. R. Glancy III, Chairman

By: P. J. Liggett
------------------------------
P. J. Liggett, Secretary

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MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU

(FOR BUREAU USE ONLY) Date Received

FILED

AUG 12 1988 AUG 12 1988

Administrator
MICHIGAN DEPT. OF COMMERCE
Corporate & Securities Bureau

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC CORPORATIONS

(Please read instructions and Paperwork Reduction Act notice on last page)

Pursuant to the provisions of Act 284, Public Acts of 1972, as amended
(profit corporations), or Act 162, Public Acts of 1982, as amended (nonprofit
corporations), the undersigned corporation executes the following Certificate:

1. The present name of the corporation is: MichCon Investment Corporation

2. The corporation identification number (CID) assigned by the Bureau is:
300-884

3. The location of its registered office is:

500 Griswold Street Detroit , Michigan 48226
------------------------------------------------- -------------
(Street Address) (City) (Zip Code)

4. Article I of the Articles of Incorporation is hereby
---------------------
amended to read as follows:

ARTICLE I. Name. The name of the Corporation is MCN Investment
Corporation.
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5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS
OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b)

a. / / The foregoing amendment to the Articles of Incorporation was duly
adopted on the _________ day of __________, 19 _____, in accordance
with the provisions of the Act by the unanimous consent of the
incorporator(s) before the first meeting of the board of directors
or trustees.
Signed this _________day of ___________________________, 19_____

_________________________________ ____________________________

_________________________________ ____________________________
(Signatures of all incorporators; type or print name
under each signature)

b. /X/ The foregoing amendment to the Articles of Incorporation was duly
adopted on the 12th day of, August, 1988. The amendment: (check one
of the following)

/ / was duly adopted in accordance with Section 611(2) of the Act by
the vote of the shareholders if a profit corporation, or by the
vote of the shareholders or members if a nonprofit corporation,
or by the vote of the directors if a nonprofit corporation
organized on a nonstock directorship basis. The necessary votes
were cast in favor of the amendment.

/ / was duly adopted by the written consent of all the directors
pursuant to Section 525 of the Act and the corporation is a
nonprofit corporation organized on a nonstock directorship basis.

/ / was duly adopted by the written consent of the shareholders or
members having not less than the minimum number of votes
required by statute in accordance with Section 407(1) and (2) of
the Act. Written notice to shareholders or members who have not
consented in writing has been given. (Note: Written consent by
less than all of the shareholders or members is permitted only
if such provision appears in the Articles of Incorporation.)

/X/ was duly adopted by the written consent of all the shareholders
or members entitled to vote in accordance with Section 407(3) of
the Act.

Signed this 12th day of August, 1988

By Alfred R. Glancy III
-------------------------------------
(Signature)

Alfred R. Glancy III Chairman
-------------------------------------------
(Type or Print Name) (Type or Print Title)

DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS Name of person or organization
INDICATED IN THE BOX BELOW. Include name, street and number remitting fees:
(or P.O. box), city, state and ZIP code. MichCon Investment Corporation
----------------------------------------

Daniel L. Schiffer, Secretary ----------------------------------------
MCN Investment Corporation Preparer's name and business
500 Griswold Street telephone number:
Detroit, Michigan 48226
Susan Kirk
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(313) 256-5204
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INFORMATION AND INSTRUCTIONS

1. This form is issued under the authority of Act 284, P.A. of 1972, as amended, and Act 162, P.A. of 1982, as amended. The
amendment cannot be filed until this form, or a comparable document, is submitted.

2. Submit one original copy of this document. Upon filing, a microfilm copy will be prepared for the records of the Corporation
and Securities Bureau. The original copy will be returned to the address appearing in the box above as evidence of filing.

Since this document must be microfilmed, it is important that the filing be legible. Documents with poor black and white
contrast, or otherwise illegible, will be rejected.

3. This document is to be used pursuant to the provisions of section 631 of the Act for the purpose of amending the articles of
incorporation of a domestic profit or nonprofit corporation. Do not use this form for restated articles. A nonprofit
corporation is one incorporated to carry out any lawful purpose or purposes not involving pecuniary profit or gain for its
directors, officers, shareholders, or members. A nonprofit corporation organized on a nonstock directorship basis, as
authorized by Section 302 of the Act, may or may not have members, but if it has members, the members are not entitled to vote.

4. Item 2 -- Enter the identification number previously assigned by the Bureau. If this number is unknown, leave it blank.

5. Item 4 -- The entire article being amended must be set forth in its entirety. However, if the article being amended is divided
into separately identifiable sections, only the sections being amended need be included.

6. This document is effective on the date approved and filed by the Bureau. A later effective date, no more than 90 days after the
date of delivery, may be stated.

7. If the amendment is adopted before the first meeting of the board of directors, item 5(a) must be completed and signed in ink by
all of the incorporators listed in Article V of the Articles of Incorporation. If the amendment is otherwise adopted, item 5(b)
must be completed and signed in ink by the president, vice-president, chairperson, or vice-chairperson of the corporation.

8. FEES: Filing fee (Make remittance payable to State of Michigan) ........................................... $10.00
Franchise fee for profit corporations (payable only if authorized capital stock has increased) -- 1/2 mill (.0005) on
each dollar of increase over highest previous authorized capital stock.

9. Mail form and fee to:
Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Box 30054
Lansing, MI 48909
Telephone: (517) 373-0493