<HTML>
<HEAD>
<TITLE>
Form S-8
</TITLE>
</HEAD>
<BODY>
<CENTER>As filed with the Securities and Exchange Commission on May 31, 2001
<HR SIZE=3 NOSHADE>

<FONT SIZE=-1><B>SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C. 20549</B></FONT><BR><BR>

<FONT SIZE=+2><B>FORM S-8</B></FONT><BR><BR><BR>

<FONT SIZE=-1><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B></FONT><BR><BR>

<FONT SIZE=+3><B>DTE ENERGY COMPANY</B></FONT><BR>
<FONT SIZE=-2>(Exact Name of Registrant as Specified in Its Charter)</FONT><BR><BR>
</CENTER>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD ALIGN=CENTER WIDTH=50%><FONT SIZE=-1>Michigan<BR>
(State or Other Jurisdiction of<BR>
Incorporation or Organization)<BR>
2000 2nd Avenue<BR>
Detroit, Michigan<BR>
(Address of Principal Executive Offices)<BR><BR></FONT></TD>

     <TD ALIGN=CENTER WIDTH=50%><FONT SIZE=-1>38-3217752<BR>
(I.R.S. Employer<BR>
Identification No.)<BR>
48226-1279<BR>
(Zip Code)</FONT></TD>
</TR>
</TABLE>

<CENTER><FONT SIZE=-1><B>MCN ENERGY GROUP LONG-TERM INCENTIVE PLAN</B><BR>
                                       and<BR>
                      <B>MCN CORPORATION STOCK INCENTIVE PLAN</B><BR>
                            (Full Title of the Plans)<BR><BR>

                                 Susan M. Beale<BR>
                                 2000 2nd Avenue<BR>
                                Detroit, Michigan<BR>
                                 (313) 235-4000<BR><BR>

(Name, Address and Telephone Number, Including Area Code, of Agent For Service)<BR><BR>

                                   <I>Copies to:</I><BR>
                                Joseph B. Frumkin<BR>
                               Sullivan &amp; Cromwell<BR>
                                125 Broad Street<BR>
                            New York, New York 10004<BR>
                                 (212) 558-4000</FONT></CENTER>
<HR SIZE=1 NOSHADE WIDTH=20%>
<BR>
<CENTER>
                         <B>CALCULATION OF REGISTRATION FEE</B>
</CENTER>
<TABLE CELLPADDING=3 CELLSPACING=0 BORDER=1 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=25% ALIGN=CENTER><FONT SIZE=-1>
<B>Title Of Securities To Be<BR>
Registered</B></FONT></TD>
     <TD WIDTH=15% ALIGN=CENTER><FONT SIZE=-1>
<B>Amount To Be<BR>
Registered(1)(2)(4)</B></FONT></TD>
     <TD WIDTH=22% ALIGN=CENTER><FONT SIZE=-1>
<B>Proposed Maximum<BR>
Offering Price Per Share(3)</B></FONT></TD>
     <TD WIDTH=23% ALIGN=CENTER><FONT SIZE=-1>
<B>Proposed Maximum<BR>
Aggregate Offering Price(3)</B></FONT></TD>
     <TD WIDTH=15% ALIGN=CENTER><FONT SIZE=-1>
<B>Amount Of<BR>
Registration Fee</B>
</FONT></TD>
</TR>
<TR VALIGN=TOP>
     <TD WIDTH=25% ALIGN=CENTER><FONT SIZE=-1>Common Stock, without par value</FONT></TD>
     <TD WIDTH=15% ALIGN=CENTER><FONT SIZE=-1>155,250</FONT></TD>
     <TD WIDTH=22% ALIGN=CENTER><FONT SIZE=-1>$43.63</FONT></TD>
     <TD WIDTH=23% ALIGN=CENTER><FONT SIZE=-1>$6,773,557.50</FONT></TD>
     <TD WIDTH=15% ALIGN=CENTER><FONT SIZE=-1>$1,693.39</FONT></TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0 >
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=-1>(1)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=-1>155,250 shares are being registered on behalf of the MCN Energy
Group Long-Term Incentive Plan, which is a subsidiary plan of the MCN
Corporation Stock Incentive Plan.</FONT><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=-1>(2)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=-1>Pursuant to Rule 416, this Registration Statement also covers an
indeterminate amount of additional securities to adjust the number of securities
reserved for issuance pursuant to the Plans as a result of a stock split, stock
dividend or similar transaction affecting the Common Stock.</FONT><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=-1>(3)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=-1>Pursuant to Rule 457(h) and (c) under the Securities Act and
solely for the purpose of calculating the registration fee, the proposed maximum
offering price per share is based upon the average of the high and low prices of
the Registrant&#146;s Common Stock, as reported on the New York Stock Exchange
on May 30, 2001.</FONT><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=-1>(4)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=-1>One Right to purchase 1/100 of Series A Junior Participating
Preferred Stock automatically trades with each share of the Common Stock
pursuant to the Rights Agreement, dated as of September 23, 1997, between DTE
and The Detroit Edison Company, as Rights Agent.</FONT><BR><BR></TD>
</TR>
</TABLE>

<HR SIZE=3 NOSHADE>


<PAGE>


<P ALIGN=CENTER><B>PART I<BR><BR>

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>
</P>

<P>As permitted by Rule 428 under the Securities Act of 1933, this Registration
Statement omits the information specified in Part I of Form S-8. The documents
containing the information specified in Part I will be delivered to the
participants in the plan covered by this Registration Statement, as required by
Rule 428(b). Such documents are not being filed with the Securities and Exchange
Commission as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act of 1933, as
amended.</P>



<P>&nbsp;<BR><BR><BR></P>
<P ALIGN=CENTER>-2-</P>
<HR SIZE=2 NOSHADE>


<PAGE>


<P ALIGN=CENTER><B>PART II<BR><BR>

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B></P>

<B>Item 3.&nbsp;&nbsp;Incorporation of Documents by Reference</B>

<P>The following documents, as filed with the Securities and Exchange Commission,
are incorporated herein by reference:</P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>(i)</TD>
<TD WIDTH=95%>the Registrant&#146;s Annual Report on Form 10-K for the fiscal year
ended December 31, 2000;<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=5%>(ii)</TD>
<TD WIDTH=95%>the Registrant&#146;s Quarterly Reports on Form 10-Q for the quarter
ended March 31, 2001;<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=5%>(iii)</TD>
<TD WIDTH=95%>the description of the Registrant&#146;s Common Stock, contained
in the Registrant&#146;s Registration Statement on Form 8-B, dated January 2,
1996;<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=5%>(iv)</TD>
<TD WIDTH=95%>the description of the Registrant&#146;s Preferred Stock Purchase
Rights which automatically trade at this time with the Common Stock, contained
in the Registrant&#146;s Registration Statement on Form 8-A, dated September 23,
1997; and<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=5%>(v)</TD>
<TD WIDTH=95%>the Registrant&#146;s Current Reports on Form 8-K dated March 7,
2001 and May 24, 2001.</TD>
</TR>
</TABLE>

<P>All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all such securities remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing such documents.</P>

<P>Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein (or
in any other subsequently filed document which also is incorporated or deemed to
be incorporated by reference herein) modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.</P>

<P><B>Item 4.&nbsp;&nbsp;Description of Securities</B></P>

<P>Not applicable.</P>

<P><B>Item 5.  Interests of Named Experts and Counsel</B></P>

<P>Not applicable.</P>

<P><B>Item 6.&nbsp;&nbsp;Indemnification of Directors and Officers</B></P>

<P>(a)&nbsp;&nbsp;<I>Indemnification</I>.&nbsp;&nbsp; The DTE Energy Company
Amended and Restated Articles of Incorporation provide that, to the fullest
extent permitted by the Michigan Business Corporations Act (the &#147;Act&#148;)
or any other applicable law, no director of DTE shall be personally liable to
DTE or its shareholders for or with respect to any acts or omissions in the
performance of his or her duties as a director of DTE.</P>

<P>DTE&#146;s articles of incorporation further state that each person who is or
was or had agreed to become a director or officer of DTE, or each such person
who is or was serving or who had agreed to serve at the request of DTE&#146;s
board of directors as an employee or agent of DTE or as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise (including the heirs,</P>

<P>&nbsp;<BR><BR></P>
<P ALIGN=CENTER>-3-</P>
<HR SIZE=2 NOSHADE>


<PAGE>


<P>executors, administrators or estate of such person), shall be indemnified by
DTE to the fullest extent permitted by the Act or by any other applicable
law.</P>

<P>DTE&#146;s articles of incorporation further state that DTE may enter into
one or more agreements with any person, which agreements provide for
indemnification greater or different than that provided in the articles of
incorporation.</P>

<P>Section 209(c) of the Act permits a corporation to eliminate or limit a
director&#146;s liability to the corporation or its shareholders for money
damages for any action taken or any failure to take action as a director, except
liability for (1) the amount of financial benefit received by a director to
which he or she is not entitled; (2) the intentional infliction of harm on the
corporation or the shareholders; (3) a violation of Section 551 of the Act,
dealing with unlawful distributions; or (4) for an intentional criminal act.</P>

<P>Sections 561 and 562 of the Act permit a corporation to indemnify its directors
and officers against expenses (including attorneys&#146; fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by them in
connection with any action, suit or proceeding brought by third parties, if such
directors or officers acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. In a derivative action, <I>i.e.</I>, one by
or in the right of the corporation, indemnification may be made for expenses
actually and reasonably incurred by directors and officers in connection with
the defense or settlement of an action or suit, but only with respect to a
matter as to which they have acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification will be made if such person will have been found
liable to the corporation, unless and only to the extent that the court in which
the action or suit was brought will determine upon application that the
defendant officers or directors are fairly and reasonably entitled to indemnity
for such expenses despite such adjudication of liability.</P>

<P>Section 563 of the Act provides that a director or officer who has been
successful on the merits or otherwise in defense of an action, suit or
proceeding referred to in Sections 561 and 562 <I>shall</I> be indemnified
against actual and reasonable expenses, including attorney&#146;s fees, incurred
by him or her in connection with the action, suit or proceeding, or proceeding
brought to enforce this mandatory indemnification.</P>

<P>(b)&nbsp;&nbsp;<I>Insurance</I>.&nbsp;&nbsp;DTE (with respect to
indemnification liability) and its directors and officers (in their capacities
as such) are insured against liability for wrongful acts (to the extent defined)
under three insurance policies providing aggregate coverage in the amount of
$100 million.</P>

<P><B>Item 7.&nbsp;&nbsp;Exemption from Registration Claimed.</B></P>

<P>Not applicable.</P>

<P><B>Item 8.&nbsp;&nbsp;Exhibits.</B></P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=15%>Exhibit<BR>
                 <U>Number</U><BR><BR></TD>
     <TD WIDTH=85%><BR>
                 <U>Description</U></TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=15%>4.01</TD>
     <TD WIDTH=85%>Amended and Restated Articles of Incorporation of DTE Energy
Company (incorporated herein by reference to Exhibit 3-5 to DTE&#146;s Form 10-Q
for the quarter ended September 30, 1997 (File No. 1-11607)), dated December 13,
1995, as amended by Certificate of Designation of Series A Junior Participating
Preferred Stock of DTE Energy Company (incorporated herein by reference to
Exhibit 3-6 to DTE&#146;s Form 10-Q for the quarter ended September 30,
1997).<BR><BR></TD>
</TR>
</TABLE>


<P>&nbsp;<BR><BR></P>
<P ALIGN=CENTER>-4-</P>
<HR SIZE=2 NOSHADE>


<PAGE>


<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=15%>4.02</TD>
     <TD WIDTH=85%> Bylaws of DTE Energy Company, as amended through September 22,
1999 (incorporated herein by reference to Exhibit 3-3 to Registration No.
333-89175).<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=15%>4.03</TD>
     <TD WIDTH=85%>Rights Agreement, dated as of September 23, 1997, between DTE
Energy Company and The Detroit Edison Company, as Rights Agent, including the
Form of Rights Certificate attached as Exhibit B thereto (incorporated herein by
reference to Exhibit 4.1 to DTE&#146;s Form 8-K, dated September 23, 1997 (File
No. 1-11607)).<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=15%>23.1</TD>
     <TD WIDTH=85%>Consent of Deloitte &amp; Touche LLP.</TD>
</TR>
</TABLE>

<P><B>Item 9.&nbsp;&nbsp;Undertakings.</B></P>

<P>The undersigned Registrant hereby undertakes:</P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>(1)</TD>
<TD WIDTH=95%>To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:<BR><BR></TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=5%>(i)</TD>
<TD WIDTH=90%>To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=5%>(ii)</TD>
<TD WIDTH=90%>To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the &#147;Calculation of
Registration Fee&#148; table in the effective registration statement.<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=5%>(iii)</TD>
<TD WIDTH=90%>To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;<BR><BR></TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><I>provided</I>, <I>however</I>, that paragraphs (1)(i) and
(1)(ii) of this Item 9 do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.<BR><BR></TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>(2)</TD>
<TD WIDTH=95%>That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
<I>bona fide</I> offering thereof.<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=5%>(3)</TD>
<TD WIDTH=95%>To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=5%>(4)</TD>
<TD WIDTH=95%>The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant&#146;s annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan&#146;s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new</TD>
</TR>
</TABLE>

<P>&nbsp;<BR><BR></P>
<P ALIGN=CENTER>-5-</P>
<HR SIZE=2 NOSHADE>


<PAGE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial <I>bona fide</I> offering thereof.<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=5%>(5)</TD>
<TD WIDTH=95%>Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.</TD>
</TR>
</TABLE>

<P>&nbsp;<BR><BR></P>
<P ALIGN=CENTER>-6-</P>
<HR SIZE=2 NOSHADE>
<PAGE>


<P ALIGN=CENTER><B>SIGNATURES</B></P>

<P><B>The Registrant.</B></P>

<P>Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Detroit, State of Michigan, on this 31st day of May,
2001.</P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 width=90%>
<TR valign=top>
     <TD WIDTH=60%>&nbsp;&nbsp;</TD>
     <TD COLSPAN=3>DTE ENERGY COMPANY<BR><BR><BR></TD>
</TR>
<TR valign=top>
     <TD WIDTH=60%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>By: </TD>
     <TD COLSPAN=2>/s/&nbsp;ANTHONY F. EARLEY, JR.</TD>
</TR>
<TR valign=top>
     <TD WIDTH=60%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>&nbsp;&nbsp; </TD>
     <TD COLSPAN=2><hr noshade size=1> </TD>
</TR>
<TR valign=top>
     <TD WIDTH=60%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%> &nbsp;&nbsp;</TD>
     <TD WIDTH=8%>
Name:<BR>
Title:
</TD>
     <TD WIDTH=37%>
Anthony F. Earley, Jr.<BR>
Chairman of the Board, President<BR>
&nbsp;&nbsp;&nbsp;Chief Executive Officer
</TD>
</TR>
</TABLE>

<P>Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.</P>

<PRE>
             <U>Signature</U>                                <U>Title</U>                         <U>Date</U>
   <B>Principal Executive Officers:</B>

                                            Chairman of the Board,
                                            President, Chief Executive
/S/ ANTHONY F. EARLEY, JR.                  Officer and Director                May 31, 2001
-------------------------------
Anthony F. Earley, Jr.

                                            President, DTE Energy
/S/ GERARD M. ANDERSON                      Resources Group                     May 31, 2001
-------------------------------
Gerard M. Anderson

                                            President, DTE Distribution
/S/ ROBERT J. BUCKLER                       Group                               May 31, 2001
-------------------------------
Robert J. Buckler


    <B>Principal Financial Officer:</B>

                                            Senior Vice President, Chief
/S/ DAVID E. MEADOR                         Financial Officer                   May 31, 2001
-------------------------------
David E. Meador

   <B>Principal Accounting Officer:</B>


/S/ DANIEL G. BRUDZYNSKI                    Vice President and Controller       May 31, 2001
-------------------------------
Daniel G. Brudzynski

</PRE>


<P>&nbsp;<BR><BR></P>
<P ALIGN=CENTER>-7-</P>
<HR SIZE=2 NOSHADE>


<PAGE>

<PRE>


/S/ TERENCE E. ADDERLEY                     Director                            May 31, 2001
-------------------------------
Terence E. Adderley


/S/ LILLIAN BAUDER                          Director                            May 31, 2001
-------------------------------
Lillian Bauder


/S/ DAVID BING                              Director                            May 31, 2001
-------------------------------
David Bing


/S/ ALLAN D. GILMOUR                        Director                            May 31, 2001
-------------------------------
Allan D. Gilmour


/S/ ALFRED R. GLANCY                        Director                            May 31, 2001
-------------------------------
Alfred R. Glancy III


/S/ FRANK M. HENNESSEY                      Director                            May 31, 2001
-------------------------------
Frank M. Hennessey


/S/ THEODORE S. LEIPPRANDT                  Director                            May 31, 2001
-------------------------------
Theodore S. Leipprandt


/S/ JOHN E. LOBBIA                          Director                            May 31, 2001
-------------------------------
John E. Lobbia


/S/ EUGENE A. MILLER                        Director                            May 31, 2001
-------------------------------
Eugene A. Miller


/S/ CHARLES W. PRYOR, JR.                   Director                            May 31, 2001
-------------------------------
Charles W. Pryor, Jr.


/S/ HOWARD F. SIMS                          Director                            May 31, 2001
-------------------------------
Howard F. Sims

</PRE>

<P>&nbsp;<BR><BR></P>
<P ALIGN=CENTER>-8-</P>
<HR SIZE=2 NOSHADE>


<PAGE>


<P ALIGN=CENTER><B>EXHIBIT INDEX</B></P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=15%>Exhibit<BR>
                 <U>Number</U><BR><BR></TD>
     <TD WIDTH=85%><BR>
                 <U>Description</U></TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=15%>4.01</TD>
     <TD WIDTH=85%>Amended and Restated Articles of Incorporation of DTE Energy
Company (incorporated herein by reference to Exhibit 3-5 to DTE&#146;s Form 10-Q
for the quarter ended September 30, 1997 (File No. 1-11607)), dated December 13,
1995, as amended by Certificate of Designation of Series A Junior Participating
Preferred Stock of DTE Energy Company (incorporated herein by reference to
Exhibit 3-6 to DTE&#146;s Form 10-Q for the quarter ended September 30,
1997).<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=15%>4.02</TD>
     <TD WIDTH=85%> Bylaws of DTE Energy Company, as amended through September 22,
1999 (incorporated herein by reference to Exhibit 3-3 to Registration No.
333-89175).<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=15%>4.03</TD>
     <TD WIDTH=85%>Rights Agreement, dated as of September 23, 1997, between DTE
Energy Company and The Detroit Edison Company, as Rights Agent, including the
Form of Rights Certificate attached as Exhibit B thereto (incorporated herein by
reference to Exhibit 4.1 to DTE&#146;s Form 8-K, dated September 23, 1997 (File
No. 1-11607)).<BR><BR></TD>
</TR>

<TR VALIGN=TOP>
     <TD WIDTH=15%>23.1</TD>
     <TD WIDTH=85%>Consent of Deloitte &amp; Touche LLP.</TD>
</TR>
</TABLE>

<P>&nbsp;<BR><BR></P>
<P ALIGN=CENTER>-9-</P>
<HR SIZE=2 NOSHADE>

</BODY>
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{"company-data": {"conformed-name": "DTE ENERGY CO", "cik": "0000936340", "assigned-sic": "4911", "irs-number": "383217752", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61992", "film-number": "1651921"}, "business-address": {"street1": "2000 2ND AVENUE", "street2": "ROOM 2412", "city": "DETRIOT", "state": "MI", "zip": "48226-1279", "phone": "3132354000"}, "mail-address": {"street1": "2000 2ND AVENUE", "street2": "ROOM 2412", "city": "DETRIOT", "state": "MI", "zip": "48226"}, "former-company": {"former-conformed-name": "DTE HOLDINGS INC", "date-changed": "19950127"}}
Form S-8
As filed with the Securities and Exchange Commission on May 31, 2001
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DTE ENERGY COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Michigan
(State or Other Jurisdiction of
Incorporation or Organization)
2000 2nd Avenue
Detroit, Michigan
(Address of Principal Executive Offices)
38-3217752
(I.R.S. Employer
Identification No.)
48226-1279
(Zip Code)
MCN ENERGY GROUP LONG-TERM INCENTIVE PLAN
and
MCN CORPORATION STOCK INCENTIVE PLAN
(Full Title of the Plans)
Susan M. Beale
2000 2nd Avenue
Detroit, Michigan
(313) 235-4000
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Joseph B. Frumkin
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
CALCULATION OF REGISTRATION FEE
Title Of Securities To Be
Registered
Amount To Be
Registered(1)(2)(4)
Proposed Maximum
Offering Price Per Share(3)
Proposed Maximum
Aggregate Offering Price(3)
Amount Of
Registration Fee
Common Stock, without par value
155,250
$43.63
$6,773,557.50
$1,693.39
(1)
155,250 shares are being registered on behalf of the MCN Energy
Group Long-Term Incentive Plan, which is a subsidiary plan of the MCN
Corporation Stock Incentive Plan.
(2)
Pursuant to Rule 416, this Registration Statement also covers an
indeterminate amount of additional securities to adjust the number of securities
reserved for issuance pursuant to the Plans as a result of a stock split, stock
dividend or similar transaction affecting the Common Stock.
(3)
Pursuant to Rule 457(h) and (c) under the Securities Act and
solely for the purpose of calculating the registration fee, the proposed maximum
offering price per share is based upon the average of the high and low prices of
the Registrant's Common Stock, as reported on the New York Stock Exchange
on May 30, 2001.
(4)
One Right to purchase 1/100 of Series A Junior Participating
Preferred Stock automatically trades with each share of the Common Stock
pursuant to the Rights Agreement, dated as of September 23, 1997, between DTE
and The Detroit Edison Company, as Rights Agent.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
As permitted by Rule 428 under the Securities Act of 1933, this Registration
Statement omits the information specified in Part I of Form S-8. The documents
containing the information specified in Part I will be delivered to the
participants in the plan covered by this Registration Statement, as required by
Rule 428(b). Such documents are not being filed with the Securities and Exchange
Commission as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act of 1933, as
amended.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.  Incorporation of Documents by Reference
The following documents, as filed with the Securities and Exchange Commission,
are incorporated herein by reference:
(i)
the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000;
(ii)
the Registrant's Quarterly Reports on Form 10-Q for the quarter
ended March 31, 2001;
(iii)
the description of the Registrant's Common Stock, contained
in the Registrant's Registration Statement on Form 8-B, dated January 2,
1996;
(iv)
the description of the Registrant's Preferred Stock Purchase
Rights which automatically trade at this time with the Common Stock, contained
in the Registrant's Registration Statement on Form 8-A, dated September 23,
1997; and
(v)
the Registrant's Current Reports on Form 8-K dated March 7,
2001 and May 24, 2001.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all such securities remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein (or
in any other subsequently filed document which also is incorporated or deemed to
be incorporated by reference herein) modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4.  Description of Securities
Not applicable.
Item 5.  Interests of Named Experts and Counsel
Not applicable.
Item 6.  Indemnification of Directors and Officers
(a)
Indemnification
.   The DTE Energy Company
Amended and Restated Articles of Incorporation provide that, to the fullest
extent permitted by the Michigan Business Corporations Act (the "Act")
or any other applicable law, no director of DTE shall be personally liable to
DTE or its shareholders for or with respect to any acts or omissions in the
performance of his or her duties as a director of DTE.
DTE's articles of incorporation further state that each person who is or
was or had agreed to become a director or officer of DTE, or each such person
who is or was serving or who had agreed to serve at the request of DTE's
board of directors as an employee or agent of DTE or as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise (including the heirs,
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executors, administrators or estate of such person), shall be indemnified by
DTE to the fullest extent permitted by the Act or by any other applicable
law.
DTE's articles of incorporation further state that DTE may enter into
one or more agreements with any person, which agreements provide for
indemnification greater or different than that provided in the articles of
incorporation.
Section 209(c) of the Act permits a corporation to eliminate or limit a
director's liability to the corporation or its shareholders for money
damages for any action taken or any failure to take action as a director, except
liability for (1) the amount of financial benefit received by a director to
which he or she is not entitled; (2) the intentional infliction of harm on the
corporation or the shareholders; (3) a violation of Section 551 of the Act,
dealing with unlawful distributions; or (4) for an intentional criminal act.
Sections 561 and 562 of the Act permit a corporation to indemnify its directors
and officers against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by them in
connection with any action, suit or proceeding brought by third parties, if such
directors or officers acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. In a derivative action,
i.e.
, one by
or in the right of the corporation, indemnification may be made for expenses
actually and reasonably incurred by directors and officers in connection with
the defense or settlement of an action or suit, but only with respect to a
matter as to which they have acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification will be made if such person will have been found
liable to the corporation, unless and only to the extent that the court in which
the action or suit was brought will determine upon application that the
defendant officers or directors are fairly and reasonably entitled to indemnity
for such expenses despite such adjudication of liability.
Section 563 of the Act provides that a director or officer who has been
successful on the merits or otherwise in defense of an action, suit or
proceeding referred to in Sections 561 and 562
shall
be indemnified
against actual and reasonable expenses, including attorney's fees, incurred
by him or her in connection with the action, suit or proceeding, or proceeding
brought to enforce this mandatory indemnification.
(b)
Insurance
.  DTE (with respect to
indemnification liability) and its directors and officers (in their capacities
as such) are insured against liability for wrongful acts (to the extent defined)
under three insurance policies providing aggregate coverage in the amount of
$100 million.
Item 7.  Exemption from Registration Claimed.
Not applicable.
Item 8.  Exhibits.
Exhibit
Number
Description
4.01
Amended and Restated Articles of Incorporation of DTE Energy
Company (incorporated herein by reference to Exhibit 3-5 to DTE's Form 10-Q
for the quarter ended September 30, 1997 (File No. 1-11607)), dated December 13,
1995, as amended by Certificate of Designation of Series A Junior Participating
Preferred Stock of DTE Energy Company (incorporated herein by reference to
Exhibit 3-6 to DTE's Form 10-Q for the quarter ended September 30,
1997).
-4-
4.02
Bylaws of DTE Energy Company, as amended through September 22,
1999 (incorporated herein by reference to Exhibit 3-3 to Registration No.
333-89175).
4.03
Rights Agreement, dated as of September 23, 1997, between DTE
Energy Company and The Detroit Edison Company, as Rights Agent, including the
Form of Rights Certificate attached as Exhibit B thereto (incorporated herein by
reference to Exhibit 4.1 to DTE's Form 8-K, dated September 23, 1997 (File
No. 1-11607)).
23.1
Consent of Deloitte & Touche LLP.
Item 9.  Undertakings.
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii)
To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided
,
however
, that paragraphs (1)(i) and
(1)(ii) of this Item 9 do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2)
That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(3)
To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4)
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new
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registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial
bona fide
offering thereof.
(5)
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Detroit, State of Michigan, on this 31st day of May,
2001.
DTE ENERGY COMPANY
By:
/s/ ANTHONY F. EARLEY, JR.
Name:
Title:
Anthony F. Earley, Jr.
Chairman of the Board, President
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature
Title
Date
Principal Executive Officers:
Chairman of the Board,
                                            President, Chief Executive
/S/ ANTHONY F. EARLEY, JR.                  Officer and Director                May 31, 2001
-------------------------------
Anthony F. Earley, Jr.

                                            President, DTE Energy
/S/ GERARD M. ANDERSON                      Resources Group                     May 31, 2001
-------------------------------
Gerard M. Anderson

                                            President, DTE Distribution
/S/ ROBERT J. BUCKLER                       Group                               May 31, 2001
-------------------------------
Robert J. Buckler
Principal Financial Officer:
Senior Vice President, Chief
/S/ DAVID E. MEADOR                         Financial Officer                   May 31, 2001
-------------------------------
David E. Meador
Principal Accounting Officer:
/S/ DANIEL G. BRUDZYNSKI                    Vice President and Controller       May 31, 2001
-------------------------------
Daniel G. Brudzynski
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/S/ TERENCE E. ADDERLEY                     Director                            May 31, 2001
-------------------------------
Terence E. Adderley

/S/ LILLIAN BAUDER                          Director                            May 31, 2001
-------------------------------
Lillian Bauder

/S/ DAVID BING                              Director                            May 31, 2001
-------------------------------
David Bing

/S/ ALLAN D. GILMOUR                        Director                            May 31, 2001
-------------------------------
Allan D. Gilmour

/S/ ALFRED R. GLANCY                        Director                            May 31, 2001
-------------------------------
Alfred R. Glancy III

/S/ FRANK M. HENNESSEY                      Director                            May 31, 2001
-------------------------------
Frank M. Hennessey

/S/ THEODORE S. LEIPPRANDT                  Director                            May 31, 2001
-------------------------------
Theodore S. Leipprandt

/S/ JOHN E. LOBBIA                          Director                            May 31, 2001
-------------------------------
John E. Lobbia

/S/ EUGENE A. MILLER                        Director                            May 31, 2001
-------------------------------
Eugene A. Miller

/S/ CHARLES W. PRYOR, JR.                   Director                            May 31, 2001
-------------------------------
Charles W. Pryor, Jr.

/S/ HOWARD F. SIMS                          Director                            May 31, 2001
-------------------------------
Howard F. Sims
-8-
EXHIBIT INDEX
Exhibit
Number
Description
4.01
Amended and Restated Articles of Incorporation of DTE Energy
Company (incorporated herein by reference to Exhibit 3-5 to DTE's Form 10-Q
for the quarter ended September 30, 1997 (File No. 1-11607)), dated December 13,
1995, as amended by Certificate of Designation of Series A Junior Participating
Preferred Stock of DTE Energy Company (incorporated herein by reference to
Exhibit 3-6 to DTE's Form 10-Q for the quarter ended September 30,
1997).
4.02
Bylaws of DTE Energy Company, as amended through September 22,
1999 (incorporated herein by reference to Exhibit 3-3 to Registration No.
333-89175).
4.03
Rights Agreement, dated as of September 23, 1997, between DTE
Energy Company and The Detroit Edison Company, as Rights Agent, including the
Form of Rights Certificate attached as Exhibit B thereto (incorporated herein by
reference to Exhibit 4.1 to DTE's Form 8-K, dated September 23, 1997 (File
No. 1-11607)).
23.1
Consent of Deloitte & Touche LLP.
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