===========================================================================
  
  
                                  FORM 8-K 
  
                               CURRENT REPORT 
  
  
                     SECURITIES AND EXCHANGE COMMISSION 
                           WASHINGTON, D.C. 20549 
  
  
   PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 
  
  
     Date of Report (Date of earliest event reported) November 2, 1998 
  
  
 Commission          Registrant; State of Incorporation;      IRS Employer  
 File Number            Address; and Telephone Number       Identification No.
 
 1-9513                    CMS ENERGY CORPORATION                38-2726431 
                          (A Michigan Corporation) 
                      Fairlane Plaza South, Suite 1100 
                           330 Town Center Drive 
                          Dearborn, Michigan 48126 
                               (313) 436-9261 
  
  
 ===========================================================================
  
  
  

 ITEM 5.  OTHER EVENTS 
  
      On November 2, 1998, CMS Energy Corporation ("CMS Energy") announced
 that it has entered into a definitive Stock Purchase Agreement with
 PanEnergy Corp ("PanEnergy"), a wholly owned subsidiary of Duke Energy
 Company ("Duke"), to acquire all the stock of Panhandle Eastern Pipe Line
 Company and its principal subsidiaries, Trunkline Gas Company and Pan Gas
 Storage Company. It is also acquiring the stock of Panhandle Storage
 Company and Trunkline LNG Company. (These companies together are
 hereinafter referred to as the "Panhandle Companies".) Prior to the
 closing, Panhandle Eastern Pipe Line Company's 5.3% interest in Northern
 Border Pipeline LP and certain non-operating assets which are not material
 in amount or revenue impact will be transferred to other subsidiaries of
 Duke. In addition, certain intercompany accounts, including advances,
 between the Panhandle Companies and Duke will be eliminated.

      The purchase price for the stock of the Panhandle Companies is $1.9
 billion in cash. The Panhandle Companies are expected to have
 approximately $300 million of debt outstanding at the time of closing
 which will become a part of CMS Energy's consolidated indebtedness.

 The Panhandle Companies:

      Panhandle Eastern Pipe Line Company and Trunkline Gas Company,
 together with the two gas storage companies to be acquired, are primarily
 engaged in the interstate transportation and storage of natural gas.
 Panhandle Eastern Pipe Line Company's transmission system, which consists
 of four large-diameter parallel pipelines and 13 mainline compressor
 stations, extends a distance of approximately 1,300 miles from producing
 areas in the Anadarko Basin of Texas, Oklahoma and Kansas through the
 States of Missouri, Illinois, Indiana and Ohio into Michigan. Trunkline
 Gas Company's transmission system extends approximately 1,400 miles from
 the Gulf Coast area of Texas and Louisiana through the States of Arkansas,
 Mississippi, Tennessee, Kentucky, Illinois and Indiana to a point on the
 Indiana-Michigan Border. The Trunkline system consists of three large
 diameter parallel pipelines and 18 mainline compressor stations. It
 connects with the intrastate gas transmission system of Consumers Energy
 Company, CMS Energy's wholly-owned electric and gas utility subsidiary.
 Consumers Energy is one of the largest gas transmission customers of the
 two pipeline companies being acquired.

      Trunkline Gas Company owns and operates two offshore Louisiana gas
 supply systems consisting of 337 miles of pipeline extending approximately
 81 miles into the Gulf of Mexico.

      The combined throughput volumes for the two pipelines in 1997 was
 1279 Tbtu. Principal customers include 20 utilities located in the Midwest
 market area that encompasses large portions of Michigan, Ohio, Indiana,
 Illinois, Missouri and Tennessee. A substantial portion of the delivered
 volumes represents gas transported to these utilities under firm
 agreements but gas is also transported for gas marketers, producers, other
 pipelines, electric power generators and a variety of end users. Gas
 transmission services are also provided under interruptible agreements.
 Transportation service for Consumers Energy and a gas marketing subsidiary
 of Duke each accounted for approximately 10% of the combined revenues of
 the two pipelines.

      The Panhandle Companies own and operate five underground gas storage
 fields located in Illinois, Michigan, Kansas, Oklahoma and Louisiana with
 a combined maximum working storage gas capacity of 70 bcf.

      The Panhandle Companies compete with a number of interstate and
 intrastate pipeline companies in the transportation and storage of natural
 gas. The principal elements of competition among pipelines are rates,
 terms of service and flexibility and reliability of service.

      Trunkline LNG Company owns a liquified natural gas ("LNG")
 regasification plant and related LNG tanker port, unloading facilities and
 LNG and gas storage facilities located at Lake Charles, Louisiana. The LNG
 plant has the capacity to deliver 700 Mmcf per day but has been operated
 on a limited basis for a number of years.

      The rates and operations of the Panhandle Companies are subject to
 regulation by the Federal Energy Regulatory Commission.

      Panhandle Eastern Pipe Line Company is subject to the informational
 filing requirement of the Securities and Exchange Act of 1934 and, in
 accordance therewith, is obligated to file reports and other information
 with the Securities and Exchange Commission relating to its business,
 financial condition and other matters. These reports contain financial
 statements and other important information in addition to the information
 provided above and are available through offices of the Commission.
 However, the information contained in such reports does not include
 information relative to Panhandle Storage Company or Trunkline LNG Company
 and does not reflect the transfer of certain assets being retained by
 subsidiaries of Duke as described above.

 Stock Purchase Agreement 

      The only regulatory requirement for closing under the Stock Purchase
 Agreement (the "Agreement") is compliance with the Hart-Scott- Rodino
 Antitrust Improvements Act of 1976.

      The Agreement provides that if, as a result of CMS Energy's
 continuing due diligence investigation, CMS Energy learns of material
 facts not previously disclosed or inconsistent with representations and
 warranties made in the Agreement, CMS Energy may, on or prior to November
 23, 1998, notify PanEnergy Corp of its intent to terminate the Agreement
 and the Agreement will terminate unless PanEnergy corrects the asserted
 misrepresentations within 30 days. The Agreement may be terminated by
 PanEnergy if CMS Energy fails to provide firm commitment letters from
 nationally recognized financial institutions to finance the $1.9 billion
 purchase price. Based upon letters received from two major banks
 indicating a willingness to provide bridge loan financing, CMS Energy
 believes that the financial commitment requirements of the Agreement will
 be met. Permanent financing plans are in the process of being formed and
 negotiated and CMS Energy currently expects approximately $900 million to
 be raised from the sale of common stock and/or securities convertible into
 common stock and $1 billion from the issuance of debt securities by CMS
 Energy and the Panhandle Companies. If CMS Energy is unable to provide the
 appropriate financing commitments by November 23, 1998 or is unable to
 close the purchase when it is otherwise would be obligated to close, it
 must pay PanEnergy Corp a $75 million termination fee. The closing is
 scheduled for January 4, 1999 but may be delayed by mutual agreement.

 Item 7.   Exhibits

 10.1    Stock Purchase Agreement between PanEnergy Corp, Texas Eastern
         Corporation and CMS Energy Corporation dated as of October 31, 1998

 99.1    Press Release of CMS Energy Corporation dated November 2, 1998


                                 SIGNATURES 
  
 Pursuant to the requirements of the Securities Exchange Act of 1934, the
 Registrant has duly caused this report to be signed on its behalf by the
 undersigned hereunto duly authorized. 
  

                                        CMS ENERGY CORPORATION 

  
 Dated: November 2, 1998                By: /s/ Alan M. Wright
                                           ______________________________ 
                                           Alan M. Wright 
                                           Senior Vice President and Chief
                                           Financial Officer
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===========================================================================
  
  
                                  FORM 8-K 
  
                               CURRENT REPORT 
  
  
                     SECURITIES AND EXCHANGE COMMISSION 
                           WASHINGTON, D.C. 20549 
  
  
   PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 
  
  
     Date of Report (Date of earliest event reported) November 2, 1998 
  
  
 Commission          Registrant; State of Incorporation;      IRS Employer  
 File Number            Address; and Telephone Number       Identification No.
 
 1-9513                    CMS ENERGY CORPORATION                38-2726431 
                          (A Michigan Corporation) 
                      Fairlane Plaza South, Suite 1100 
                           330 Town Center Drive 
                          Dearborn, Michigan 48126 
                               (313) 436-9261 
  
  
 ===========================================================================
  
  
  

 ITEM 5.  OTHER EVENTS 
  
      On November 2, 1998, CMS Energy Corporation ("CMS Energy") announced
 that it has entered into a definitive Stock Purchase Agreement with
 PanEnergy Corp ("PanEnergy"), a wholly owned subsidiary of Duke Energy
 Company ("Duke"), to acquire all the stock of Panhandle Eastern Pipe Line
 Company and its principal subsidiaries, Trunkline Gas Company and Pan Gas
 Storage Company. It is also acquiring the stock of Panhandle Storage
 Company and Trunkline LNG Company. (These companies together are
 hereinafter referred to as the "Panhandle Companies".) Prior to the
 closing, Panhandle Eastern Pipe Line Company's 5.3% interest in Northern
 Border Pipeline LP and certain non-operating assets which are not material
 in amount or revenue impact will be transferred to other subsidiaries of
 Duke. In addition, certain intercompany accounts, including advances,
 between the Panhandle Companies and Duke will be eliminated.

      The purchase price for the stock of the Panhandle Companies is $1.9
 billion in cash. The Panhandle Companies are expected to have
 approximately $300 million of debt outstanding at the time of closing
 which will become a part of CMS Energy's consolidated indebtedness.

 The Panhandle Companies:

      Panhandle Eastern Pipe Line Company and Trunkline Gas Company,
 together with the two gas storage companies to be acquired, are primarily
 engaged in the interstate transportation and storage of natural gas.
 Panhandle Eastern Pipe Line Company's transmission system, which consists
 of four large-diameter parallel pipelines and 13 mainline compressor
 stations, extends a distance of approximately 1,300 miles from producing
 areas in the Anadarko Basin of Texas, Oklahoma and Kansas through the
 States of Missouri, Illinois, Indiana and Ohio into Michigan. Trunkline
 Gas Company's transmission system extends approximately 1,400 miles from
 the Gulf Coast area of Texas and Louisiana through the States of Arkansas,
 Mississippi, Tennessee, Kentucky, Illinois and Indiana to a point on the
 Indiana-Michigan Border. The Trunkline system consists of three large
 diameter parallel pipelines and 18 mainline compressor stations. It
 connects with the intrastate gas transmission system of Consumers Energy
 Company, CMS Energy's wholly-owned electric and gas utility subsidiary.
 Consumers Energy is one of the largest gas transmission customers of the
 two pipeline companies being acquired.

      Trunkline Gas Company owns and operates two offshore Louisiana gas
 supply systems consisting of 337 miles of pipeline extending approximately
 81 miles into the Gulf of Mexico.

      The combined throughput volumes for the two pipelines in 1997 was
 1279 Tbtu. Principal customers include 20 utilities located in the Midwest
 market area that encompasses large portions of Michigan, Ohio, Indiana,
 Illinois, Missouri and Tennessee. A substantial portion of the delivered
 volumes represents gas transported to these utilities under firm
 agreements but gas is also transported for gas marketers, producers, other
 pipelines, electric power generators and a variety of end users. Gas
 transmission services are also provided under interruptible agreements.
 Transportation service for Consumers Energy and a gas marketing subsidiary
 of Duke each accounted for approximately 10% of the combined revenues of
 the two pipelines.

      The Panhandle Companies own and operate five underground gas storage
 fields located in Illinois, Michigan, Kansas, Oklahoma and Louisiana with
 a combined maximum working storage gas capacity of 70 bcf.

      The Panhandle Companies compete with a number of interstate and
 intrastate pipeline companies in the transportation and storage of natural
 gas. The principal elements of competition among pipelines are rates,
 terms of service and flexibility and reliability of service.

      Trunkline LNG Company owns a liquified natural gas ("LNG")
 regasification plant and related LNG tanker port, unloading facilities and
 LNG and gas storage facilities located at Lake Charles, Louisiana. The LNG
 plant has the capacity to deliver 700 Mmcf per day but has been operated
 on a limited basis for a number of years.

      The rates and operations of the Panhandle Companies are subject to
 regulation by the Federal Energy Regulatory Commission.

      Panhandle Eastern Pipe Line Company is subject to the informational
 filing requirement of the Securities and Exchange Act of 1934 and, in
 accordance therewith, is obligated to file reports and other information
 with the Securities and Exchange Commission relating to its business,
 financial condition and other matters. These reports contain financial
 statements and other important information in addition to the information
 provided above and are available through offices of the Commission.
 However, the information contained in such reports does not include
 information relative to Panhandle Storage Company or Trunkline LNG Company
 and does not reflect the transfer of certain assets being retained by
 subsidiaries of Duke as described above.

 Stock Purchase Agreement 

      The only regulatory requirement for closing under the Stock Purchase
 Agreement (the "Agreement") is compliance with the Hart-Scott- Rodino
 Antitrust Improvements Act of 1976.

      The Agreement provides that if, as a result of CMS Energy's
 continuing due diligence investigation, CMS Energy learns of material
 facts not previously disclosed or inconsistent with representations and
 warranties made in the Agreement, CMS Energy may, on or prior to November
 23, 1998, notify PanEnergy Corp of its intent to terminate the Agreement
 and the Agreement will terminate unless PanEnergy corrects the asserted
 misrepresentations within 30 days. The Agreement may be terminated by
 PanEnergy if CMS Energy fails to provide firm commitment letters from
 nationally recognized financial institutions to finance the $1.9 billion
 purchase price. Based upon letters received from two major banks
 indicating a willingness to provide bridge loan financing, CMS Energy
 believes that the financial commitment requirements of the Agreement will
 be met. Permanent financing plans are in the process of being formed and
 negotiated and CMS Energy currently expects approximately $900 million to
 be raised from the sale of common stock and/or securities convertible into
 common stock and $1 billion from the issuance of debt securities by CMS
 Energy and the Panhandle Companies. If CMS Energy is unable to provide the
 appropriate financing commitments by November 23, 1998 or is unable to
 close the purchase when it is otherwise would be obligated to close, it
 must pay PanEnergy Corp a $75 million termination fee. The closing is
 scheduled for January 4, 1999 but may be delayed by mutual agreement.

 Item 7.   Exhibits

 10.1    Stock Purchase Agreement between PanEnergy Corp, Texas Eastern
         Corporation and CMS Energy Corporation dated as of October 31, 1998

 99.1    Press Release of CMS Energy Corporation dated November 2, 1998

                                 SIGNATURES 
  
 Pursuant to the requirements of the Securities Exchange Act of 1934, the
 Registrant has duly caused this report to be signed on its behalf by the
 undersigned hereunto duly authorized. 
  

                                        CMS ENERGY CORPORATION 

  
 Dated: November 2, 1998                By: /s/ Alan M. Wright
                                           ______________________________ 
                                           Alan M. Wright 
                                           Senior Vice President and Chief
                                           Financial Officer