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                                                                    EXHIBIT 4(g)


                              CERTIFICATE OF TRUST
                                       OF
                     CONSUMERS ENERGY COMPANY FINANCING III

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

         (a)      Name. The name of the business trust being formed hereby (the
                  "Trust") is "Consumers Energy Company Financing III."

         (b)      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 are as follows:

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

         (c)      Effective Date. This Certificate of Trust shall be effective
                  as of the date of filing with the Secretary of State of the
                  State of Delaware.

Dated: October 12, 1999



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         IN WITNESS WHEREOF, the undersigned, being the 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


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


                                          By /s/ Walter N. Gitlin
                                             -----------------------------------
                                                 Name: Walter N. Gitlin
                                                 Title: Authorized Signatory