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                                                                   EXHIBIT (4)-1




                              CERTIFICATE OF TRUST

                 The undersigned, constituting all of the trustees of Consumers
Power Company Financing I, desiring to form a business trust pursuant to
Delaware Business Trust Act, 12 Del. C. Section 3801, et seq., hereby certify
as follows:

                 i.       Name.  The name of the business trust being formed
                          hereby (the "Trust") is "Consumers Power Company
                          Financing I."

                 ii.      Delaware Trustee.  The name and business address of
                          the trustee of the Trust which has its principal
                          place of business in the State of Delaware is as
                          follows:

                          The Bank of New York (Delaware),
                            a Delaware Banking corporation
                          White Clay Center, Route 273
                          Newark, Delaware 19711

                 iii.     Effective Date.  This Certificate of Trust shall be
                          effective as of the date of filing.


Dated:  October 30, 1995
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                 IN WITNESS WHEREOF, the undersigned, being the sole Trustees
of the Trust, have executed this Certificate of Trust as of the date first
above written.


                                  /s/ Alan M. Wright
                                  --------------------------------
                                  Alan M. Wright, as
                                        Regular Trustee


                                  /s/ Thomas A. McNish
                                  --------------------------------
                                  Thomas A. McNish, as
                                        Regular Trustee


                                  /s/ Doris F. Galvin
                                  --------------------------------
                                  Doris F. Galvin, as
                                        Regular Trustee


                                  The Bank of New York (Delaware), as
                                        Delaware Trustee


                                  By: /s/ Joseph F. Leary
                                     ---------------------------
                                        Name: Joseph F. Leary
                                        Title: Vice President

                   
                                  The Bank of New York, as 
                                        Property Trustee


                                  By: /s/ Paul J. Schmalzel
                                     ---------------------------
                                        Name: Paul J. Schmalzel
                                        Title: Assistant Treasurer






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