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                                                                    EXHIBIT 24-2




                       MICHIGAN CONSOLIDATED GAS COMPANY

                            SECRETARY'S CERTIFICATE


     The undersigned, Vice President, General Counsel and Secretary of 
Michigan Consolidated Gas Company (the "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, 1996, 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modified, amended or rescinded and remain in full force and effect on the date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 $300,000,000 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 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 18th day of November,
1996.



                                                  /s/ Susan K. McNish
                                             --------------------------------
                                              Susan K. McNish, Vice President,
                                               General Counsel and Secretary