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                                                                     EXHIBIT 5-1


                                                               November 18, 1996


Michigan Consolidated Gas Company
500 Griswold Street
Detroit, MI  48226

Ladies and Gentlemen:

     I am acting as counsel for Michigan Consolidated Gas Company ("MichCon") in
connection with the registration of up to $260,000,000 of First Mortgage Bonds
designated as Secured Medium-Term Notes, Series C (the "Series C Bonds") to be
offered on a continuous or delayed basis pursuant to the provisions of Rule 415
under the Securities Act of 1933, as amended (the "Securities Act").  Pursuant
to the provisions of Rule 429 under the Securities Act, the prospectus 
contained in the Registration Statement also relates to $40,000,000 of First 
Mortgage Bonds designated as Secured Medium-Term Notes, Series B registered 
pursuant to the Registration Statement on Form S-3 of MichCon (Registration 
No. 33-59093), which First Mortgage Bonds designated as Secured Medium-Term 
Notes, Series B, together with First Mortgage Bonds designated as Secured 
Medium-Term Notes, Series C are collectively referred to herein as the "New 
Bonds."  The First Mortgage Bonds designated as Secured Medium-Term Notes, 
Series C are being registered under the Securities Act, by a Registration 
Statement on Form S-3 filed with the Securities and Exchange Commission on 
November 18, 1996 (the "Registration Statement").  In preparation for 
rendering my opinion hereafter expressed, I have examined the originals or 
copies, certified to my satisfaction, of such corporate records and other 
documents and certificates as I have deemed necessary.

     Based on the above, I am of the opinion that:

           1. MichCon is a corporation duly organized and validly existing
              under and pursuant to the laws of the State of Michigan.

           2. The New Bonds when sold, will be legally issued by
              MichCon, duly authorized, fully paid and nonassessable.

     I hereby consent to the use of this opinion as Exhibit 5-1 to the
Registration Statement and to the use of my name under the caption "Validity of
Securities" in the Registration Statement.

                             Very truly yours,


                            /s/ Susan K. McNish
                            --------------------------
                                Susan K. McNish
                    Vice President, General Counsel and Secretary
                         Michigan Consolidated Gas Company