SOUTHEASTERN MICHIGAN GAS ENTERPRISES INC
10-C, 1994-05-16
NATURAL GAS DISTRIBUTION
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FORM 10-C

Securities and Exchange Commission
Washington, DC 20549

Report by issuer of securities quoted on The Nasdaq Stock Market, filed 
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 and 
Rule 13a-17 or 15d-17 thereunder.

EXACT NAME OF ISSUER AS SPECIFIED IN CHARTER:  SOUTHEASTERN MICHIGAN GAS 
ENTERPRISES, INC.

ADDRESS OF PRINCIPAL EXECUTIVE OFFICES:  405 Water Street, Port Huron, 
Michigan 48060

ISSUER'S TELEPHONE NUMBER (INCLUDING AREA CODE):  (810) 987-2200

I.  CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of five percent or more in the 
number of shares outstanding:

1.  Title of security:  Common Stock $1 par value

2.  Number of shares outstanding before the change:  10,437,457

3.  Number of shares outstanding after the change:  11,104,584

4.  Effective date of change:  May 15, 1994

5.  Method of change (specify method such as merger, acquisition, exchange, 
    distribution, stock split, reverse split, acquisition of stock for 
    treasury, etc.):  Stock Dividend, Common Stock Sales and Conversion of 
    Preferred Stock

    Give brief description of transaction:  Five percent stock dividend 
    payable May 15, 1994 (525,389 shares).  Fractional shares interest paid 
    in cash at $18.62 per share.  Monthly sales of Common shares pursuant 
    to the Dividend Reinvestment and Common Stock Purchase Plan (140,010 
    shares), over a four month period.  Issuances of Common shares upon 
    conversion of the $2.3125 Convertible Cumulative Preferred Stock (1,728 
    shares).

II.  CHANGE IN NAME OF ISSUER

1.  Name prior to change:  Not Applicable
2.  Name after change:  Not Applicable
3.  Effective date of charter amendment changing name:  Not Applicable
4.  Date of shareholder approval of change, if required:  Not Applicable

Date:  May 16, 1994

OFFICER'S SIGNATURE AND TITLE:  /s/Lawrence J. Gagnon
                                -------------------------------------------
                                Lawrence J. Gagnon, Vice President, 
                                Secretary and General Counsel


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