As filed with the Securities and Exchange Commission on April 11, 2001

                                                Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549
                             ______________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                             ______________________
                             CMS ENERGY CORPORATION
             (Exact name of registrant as specified in its charter)

            Michigan                                       38-2726431
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                        Fairlane Plaza South, Suite 1100
                              330 Town Center Drive
                            Dearborn, Michigan 48126
    (Address, including ZIP code, and telephone number, including area code,
                  of registrant's principal executive offices)

                             CMS ENERGY CORPORATION
                        PERFORMANCE INCENTIVE STOCK PLAN
            EXECUTIVE STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
                              (Full title of plans)

ALAN M. WRIGHT                                  Copy to:
Executive Vice President,                       MICHAEL D. VAN HEMERT, ESQ.
Chief Financial Officer and Chief               CMS Energy Corporation
Administrative Officer                          Fairlane Plaza South, Suite 1100
Fairlane Plaza South, Suite 1100                330 Town Center Drive
330 Town Center Drive                           Dearborn, Michigan 48126
Dearborn, Michigan 48126                        (313) 436-9602
(313) 436-9560
(Name, address, including ZIP code,
and telephone number, including
area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>

<S>                     <C>                      <C>                     <C>                            <C>
     Title of         Amount to be         Proposed maximum            Proposed maximum            Amount of
 securities to be      registered      Offering price per share   aggregate offering price(1)  registration fee
    registered                                   (1)

Common Stock,        5,000,000(2)             $28.075                    $140,375,000             $35,093.75
$.01 par value
</TABLE>



1)   Estimated  solely for the purpose of calculating the  registration fee and,
     pursuant  to Rule  457(c) and Rule  457(h) of the  Securities  Act of 1933,
     based upon the average of the high and low sale prices of the Common Stock,
     $.01 par value per share, of CMS Energy Corporation,  on the New York Stock
     Exchange on April 23, 2001.

(2)  The entire  5,000,000  additional  shares are being registered for issuance
     pursuant to the CMS Energy Corporation Performance Incentive Stock Plan.

Statement Under General Instruction E - Registration of Additional Securities

This  Registration  Statement  on Form S-8 is being  filed  solely  to  register
additional  securities in accordance with General Instruction E of Form S-8. CMS
Energy  Corporation ("CMS Energy" or the "Corporation")  hereby  incorporates by
reference  in  this  Registration   Statement  all  contents,   including  those
incorporated by reference,  of CMS Energy's  Registration  Statement on Form S-8
dated  June  8,  1993  (Registration  No.  33-64044,   including  Post-Effective
Amendment No. 1 thereto) (the  "Original  Registration  Statement").  Except for
items restated in this Registration Statement,  this Registration Statement also
incorporates from the Original Registration  Statement periodic reports that CMS
Energy  filed after the  Original  Registration  Statement  to maintain  current
information about CMS Energy.  CMS Energy recently filed with the Securities and
Exchange  Commission (the  "Commission"),  and incorporates herein by reference,
the following Registration Statement:

-    The  description  of the CMS Energy Common Stock  contained in CMS Energy's
     Registration  Statement  on Form 8-B  dated  May 6,  1987,  as  amended  by
     Amendment No. 1 thereto filed November 22, 1996.

All documents  subsequently  filed with the Commission by CMS Energy pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the 1934 Act prior to the  filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters  all securities  then remaining  unsold shall be
deemed to be  incorporated  herein by reference and to be a part hereof from the
dates of filing of such documents.

Item 6.  Indemnification of Directors and Officers.

The following  resolution was adopted by the Board of Directors of CMS Energy on
May 6, 1987:

     RESOLVED:  That effective March 1, 1987 the Corporation  shall indemnify to
the full extent permitted by law every person  (including the estate,  heirs and
legal representatives of such person in the event of the decease,  incompetency,
insolvency  or  bankruptcy  of such  person) who is or was a director,  officer,
partner, trustee, employee or agent of the Corporation,  or is or was serving at
the  request  of the  Corporation  as a  director,  officer,  partner,  trustee,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise,  against all liability, costs, expenses,  including attorneys'
fees, judgments, penalties, fines and amounts paid in settlement, incurred by or
imposed upon the person in  connection  with or resulting  from any claim or any
threatened,  pending or completed  action,  suit or  proceeding  whether  civil,
criminal, administrative,  investigative or of whatever nature, arising from the
person's  service or capacity as, or by reason of the fact that the person is or
was, a director, officer, partner, trustee, employee or agent of the Corporation
or is or was serving at the request of the  Corporation as a director,  officer,
partner, trustee, employee or agent of another corporation,  partnership,  joint
venture,  trust or other enterprise.  Such right of indemnification shall not be
deemed  exclusive of any other rights to which the person may be entitled  under
statute, bylaw, agreement, vote of shareholders or otherwise.

CMS Energy's Bylaws provide:

     The Corporation may purchase and maintain liability insurance,  to the full
extent  permitted  by law,  on behalf of any  person  who is or was a  director,
officer,  employee  or agent of the  Corporation,  or is or was  serving  at the
request of the Corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture, trust or other enterprise against any
liability  asserted  against such person and incurred by such person in any such
capacity.

Article VIII of the Articles of Incorporation of CMS Energy reads:

     A  director  shall  not be  personally  liable  to the  Corporation  or its
shareholders  for  monetary  damages  for  breach of duty as a  director  except
(i)for a breach of the  director's  duty of loyalty to the  Corporation  or its
shareholders,  (ii) for  acts or  omissions  not in good  faith or that  involve
intentional  misconduct or a knowing  violation of law, (iii) for a violation of
Section  551(l)  of  the  Michigan  Business   Corporation  Act,  and  (iv)  any
transaction from which the director  derived an improper  personal  benefit.  No
amendment  to or  repeal  of  this  Article  VIII,  and no  modification  to its
provisions  by law,  shall apply to, or have any effect upon,  the  liability or
alleged  liability of any director of the Corporation for or with respect to any
acts or omissions of such director occurring prior to such amendment,  repeal or
modification.

Article IX of the Articles of Incorporation of CMS Energy reads:

     Each director and each officer of the  Corporation  shall be indemnified by
the  Corporation  to  the  fullest  extent  permitted  by law  against  expenses
(including  attorneys' fees),  judgments,  penalties,  fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with the
defense of any  proceeding in which he or she was or is a party or is threatened
to be made a party by reason of being or having been a director or an officer of
the  Corporation.  Such right of  indemnification  is not exclusive of any other
rights to which  such  director  or  officer  may be  entitled  under any now or
hereafter  existing  statute,  any other  provision  of these  Articles,  bylaw,
agreement, vote of shareholders or otherwise. If the Business Corporation Act of
the State of Michigan is amended  after  approval  by the  shareholders  of this
Article IX to authorize  corporate  action  further  eliminating or limiting the
personal  liability  of  directors,  then the  liability  of a  director  of the
Corporation  shall be eliminated or limited to the fullest  extent  permitted by
the Business Corporation Act of the State of Michigan, as so amended. Any repeal
or modification of this Article IX by the shareholders of the Corporation  shall
not adversely  affect any right or  protection of a director of the  Corporation
existing at the time of such repeal or modification.

     Sections  561  through 571 of the  Michigan  Business  Corporation  Act, as
amended,  provides CMS Energy with the power to indemnify  directors,  officers,
employees and agents against certain expenses and payments,  and to purchase and
maintain insurance on behalf of directors, officers, employees and agents.

     Officers and  directors are covered  within  specified  monetary  limits by
insurance  against  certain  losses  arising from claims made by reason of their
being  directors or officers of CMS Energy or of CMS Energy's  subsidiaries  and
CMS  Energy's  officers and  directors  are  indemnified  against such losses by
reason  of  their  being  or  having  been  directors  or  officers  of  another
corporation,  partnership,  joint  venture,  trust  or other  enterprise  at CMS
Energy's  request.  In addition,  CMS Energy has indemnified each of its present
directors by contracts that contain affirmative  provisions  essentially similar
to those in sections 561 through 571 of the Michigan  Business  Corporation  Act
summarized above.

Item 8.   Exhibits

Exhibit Numbers

*(3)(a) -       Restated Articles of Incorporation of CMS Energy.  (Designated
                in CMS Energy's Form S-3 dated December 15, 2000,
                File No.  333-51932,  as Exhibit (3)(a).)

*(3)(b) -       By-Laws of CMS Energy.  (Designated  in CMS Energy's Form S-3
                dated  September 11, 2000,  File No. 333-45556,
                as Exhibit 3(b).)

*(4)(a) -       Indenture  dated  as of  September  15,  1992  between  CMS
                Energy  and  NBD  Bank,  as  Trustee.  (Designated  in CMS
                Energy's  Form  S-3  Registration  Statement  filed  May 1,
                1992,  File No. 33-47629, as Exhibit (4)(a).)

                First Supplemental  Indenture dated as of October 1, 1992
                between CMS Energy and NBD Bank,  as Trustee.  (Designated
                in CMS Energy's  Form 8-K dated  October 1, 1992,
                File No. 1-9513, as Exhibit (4).)

                Second Supplemental Indenture dated as of October 1, 1992
                between CMS Energy and NBD Bank, as Trustee.  (Designated in CMS
                Energy's Form 8-K dated October 1, 1992, File No. 1-9513,  as
                Exhibit 4(a).)

                Third  Supplemental  Indenture  dated as of May 6,  1997
                between  CMS  Energy  and NBD  Bank,  as Trustee.
                (Designated  in CMS Energy's  Form 10-Q for the quarter
                ended March 31, 1997,  File No. 1-9513, as Exhibit (4).)

                Fourth  Supplemental  Indenture dated as of September 26, 1997
                between CMS Energy and NBD Bank, as Trustee.  (Designated in
                CMS Energy's  Form S-3 dated  October 6, 1997,
                File No.  333-37241,  as Exhibit (4)(a).)

                Fifth  Supplemental  Indenture  dated as of November 4, 1997
                between CMS Energy and NBD Bank,  as Trustee.  (Designated  in
                CMS Energy's  Form 10-Q for the quarter ended  September 30,
                1997,  File No. 1-9513, as Exhibit (4)(b).)

                Sixth  Supplemental  Indenture  dated as of January 13, 1998
                between CMS Energy and NBD Bank,  as Trustee.  (Designated in
                CMS Energy's 1997 Form 10-K, File No. 1-9513, as Exhibit
                (4)(d).)

                Seventh  Supplemental  Indenture  dated as of January 25, 1999
                between CMS Energy and NBD Bank, as Trustee.  (Designated in
                CMS Energy's 1998 Form 10-K, File No. 1-9513, as
                Exhibit (4)(d)(i).)

                Eighth  Supplemental  Indenture  dated as of February 3, 1999
                between CMS Energy and NBD Bank,  as Trustee.  (Designated in
                CMS Energy's 1998 Form 10-K, File No. 1-9513, as Exhibit
                (4)(d)(ii).)

                Ninth  Supplemental  Indenture  dated as of June 22,  1999
                between  CMS Energy  and NBD Bank,  as Trustee.  (Designated
                in CMS Energy's  Form 10-Q for the quarter  ended June 30,
                1999,  File No. 1-9513, as Exhibit (4)(a).)

                Tenth Supplemental Indenture dated as of October 12, 2000
                between CMS Energy and NBD Bank, as Trustee.  (Designated in
                CMS Energy's Form S-3MEF dated October 19, 2000, File No.
                333-48276, as Exhibit (4).)

**              Eleventh Supplemental Indenture dated as of March 29, 2001
                between CMS Energy Corporation and Bank One Trust Company
                National Association as Trustee.

*(4)(b) -       Indenture  dated as of January  15,  1994  between  CMS Energy
                and The Chase  Manhattan  Bank,  as Trustee.  (Designated  in
                CMS  Energy's  Form  8-K  dated  March 29,  1994,
                File  No. 1-9513,  as Exhibit (4)(a).)

                First  Supplemental  Indenture  dated as of  January 20,  1994
                between  CMS  Energy and The Chase Manhattan  Bank, as Trustee.
                (Designated  in CMS Energy's  Form 8-K dated  March 29,  1994,
                file No. 1-9513, as Exhibit (4)(b).)

                Second  Supplemental  Indenture  dated as of  March 19,  1996
                between  CMS  Energy  and The Chase Manhattan  Bank,  as
                Trustee.  (Designated  in CMS  Energy's  Form  10-Q  for the
                quarter  ended March 31, 1996, File No. 1-9513, as Exhibit(4).)

                Third  Supplemental  Indenture  dated as of March  17,  1997
                between  CMS  Energy and The  Chase Manhattan  Bank, as Trustee.
                (Designated  in CMS Energy's  Form 8-K dated May 1, 1997,  File
                No. 1-9513, as Exhibit (4).)

                Fourth  Supplemental  Indenture  dated as of  September  17,
                1997 between CMS Energy and The Chase Manhattan  Bank, as
                Trustee.  (Designated in CMS Energy's Form S-3 dated  September
                22, 1997, File No. 333-36115, as Exhibit (4)(d).)

                Fifth  Supplemental  Indenture  dated as of August  26,  1998
                between  CMS  Energy  and The Chase Manhattan  Bank, as Trustee.
                (Designated in CMS Energy's Form S-4 dated  September 10, 1998,
                File No. 333-63229, as Exhibit (4)(c).)

                Sixth  Supplemental  Indenture  dated as of  November  9, 2000
                between CMS Energy and The Chase Manhattan Bank, as Trustee.
                (Designated in CMS Energy's Form 10-Q for the quarter ended
                September 30, 2000, File No. 1-9513, as Exhibit (4).)

*(4)(c) -       Credit  Agreement  dated as of June 27, 2000 among CMS Energy,
                as  Borrower,  and the Banks named therein,  as Banks, and the
                Chase Manhattan Bank, as  Administrative  Agent and Collateral
                Agent, and Bank of America, N.A. and Barclays Bank PLC as
                Co-Syndication  Agents, and Citibank,  N.A., as Documentation
                Agent.  (Designated  in CMS Energy's Form 10-Q for the quarter
                ended June 30, 2000, File No. 1-9513, as Exhibit (4).)

*(4)(d) -       Subordinated  Debt Securities  Indenture  between CMS Energy and
                The Bank of New York, as Trustee, as  Trustee  dated as of June
                1, 1997.  Designated  in CMS  Energy's  Form 8-K dated July 1,
                1997, File No. 1-9513, as Exhibit (4)(a)).

                First  Supplemental  Indenture  dated as of June 20,  1997
                between CMS Energy and The Bank of New York, as Trustee.
                (Designated in CMS Energy's Form 8-K dated July 1, 1997,
                File No.  1-9513,  as Exhibit (4)(b).)

                Second  Supplemental  Indenture  dated as of June 1, 1999
                between  CMS Energy and The Bank of New York, as Trustee.
                (Designated in CMS Energy's  Form 10-Q for the quarter ended
                June 30, 1999, File No. 1-9513, as Exhibit (4)(b).)


*(4)(e) -       Performance  Incentive Stock Plan, as first  effective  February
                3, 1988, and amended and restated effective  January 1, 1995,
                and as amended as of December 3, 1999.  (Designated  in CMS
                Energy's 1999 Form 10-K, File No. 1-9513, as Exhibit (10(d).)

*(4)(f) -       Form of election of Exercise of  Nonqualified  Stock Option.
                (Designated in CMS Energy's Form S-8 dated August 4, 1995,
                File No. 33-61595, as Exhibit (4)(f)).

*(4)(g) -       Form of  certificate  of option grant.  (Designated in CMS
                Energy's Form S-8 dated August 4, 1995, File No. 33-61595, as
                Exhibit (4)(g)).

(5)(a)  -       Opinion of Michael D. Van Hemert,  Esq.,  Assistant General
                Counsel for CMS Energy re: legality of securities being offered.

(23)(a) -       Consents of Michael D. Van Hemert,  Esq.,  Assistant  General
                Counsel for CMS (included in Exhibit 5(a) above).

(23)(b) -       Consent of Arthur Andersen LLP regarding the Company's Form
                10-K.

(24)    -       Power of Attorney and certified copy of resolution authorizing
                officer to sign registration.

*    Previously Filed
**   Filed with this document

     Exhibits  listed  above  which  have been  filed  with the  Securities  and
Exchange Commission are incorporated herein by reference with the same effect as
if filed with this Registration Statement.


                                   Signatures

     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  Dearborn,  State of  Michigan,  on this 9th day of
April 2001.

                                        CMS ENERGY CORPORATION

                                        By: /s/Alan M. Wright
                                        Alan M. Wright
                                        Executive Vice President,
                                        Chief Financial Officer,
                                        and Chief Administrative 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 indicated and on April 9, 2001.

            Name                            Title

(i) Principal executive officer:


/s/William T. McCormick, Jr.          Chairman of the Board,
(William T. McCormick, Jr.)           Chief Executive Officer and Director


(ii) Principal financial officer:


/s/Alan M. Wright                     Executive Vice President,
(Alan M. Wright)                      Chief Financial Officer
                                      and Chief Administrative Officer


(iii) Controller or principal
      accounting officer:


/s/Preston D. Hopper                  Senior Vice President,
(Preston D. Hopper)                   Controller and Chief Accounting Officer





                                      Director
(John M. Deutch)

          *                           Director
(James J. Duderstadt)

          *                           Director
(Kathleen R. Flaherty)

          *                           Director
(Earl D. Holton)

          *                           Director
(W. U. Parfet)

          *                           Director
(Percy A. Pierre)

          *                           Director
(Kenneth L. Way)

          *                           Director
(Kenneth Whipple)

          *                           Director
(John B. Yasinsky)


*By:  /s/Alan M. Wright
      Alan M. Wright
      Attorney-in-fact






Item 8.   Exhibits

Exhibit Numbers

*(3)(a) -       Restated Articles of Incorporation of CMS Energy.  (Designated
                in CMS Energy's Form S-3 dated December 15, 2000,
                File No.  333-51932,  as Exhibit (3)(a).)

*(3)(b) -       By-Laws of CMS Energy.  (Designated  in CMS Energy's Form S-3
                dated  September 11, 2000,  File No. 333-45556,
                as Exhibit 3(b).)

*(4)(a) -       Indenture  dated  as of  September  15,  1992  between  CMS
                Energy  and  NBD  Bank,  as  Trustee.  (Designated  in CMS
                Energy's  Form  S-3  Registration  Statement  filed  May 1,
                1992,  File No. 33-47629, as Exhibit (4)(a).)

                First Supplemental  Indenture dated as of October 1, 1992
                between CMS Energy and NBD Bank,  as Trustee.  (Designated
                in CMS Energy's  Form 8-K dated  October 1, 1992,
                File No. 1-9513, as Exhibit (4).)

                Second Supplemental Indenture dated as of October 1, 1992
                between CMS Energy and NBD Bank, as Trustee.  (Designated in CMS
                Energy's Form 8-K dated October 1, 1992, File No. 1-9513,  as
                Exhibit 4(a).)

                Third  Supplemental  Indenture  dated as of May 6,  1997
                between  CMS  Energy  and NBD  Bank,  as Trustee.
                (Designated  in CMS Energy's  Form 10-Q for the quarter
                ended March 31, 1997,  File No. 1-9513, as Exhibit (4).)

                Fourth  Supplemental  Indenture dated as of September 26, 1997
                between CMS Energy and NBD Bank, as Trustee.  (Designated in
                CMS Energy's  Form S-3 dated  October 6, 1997,
                File No.  333-37241,  as Exhibit (4)(a).)

                Fifth  Supplemental  Indenture  dated as of November 4, 1997
                between CMS Energy and NBD Bank,  as Trustee.  (Designated  in
                CMS Energy's  Form 10-Q for the quarter ended  September 30,
                1997,  File No. 1-9513, as Exhibit (4)(b).)

                Sixth  Supplemental  Indenture  dated as of January 13, 1998
                between CMS Energy and NBD Bank,  as Trustee.  (Designated in
                CMS Energy's 1997 Form 10-K, File No. 1-9513, as Exhibit
                (4)(d).)

                Seventh  Supplemental  Indenture  dated as of January 25, 1999
                between CMS Energy and NBD Bank, as Trustee.  (Designated in
                CMS Energy's 1998 Form 10-K, File No. 1-9513, as
                Exhibit (4)(d)(i).)

                Eighth  Supplemental  Indenture  dated as of February 3, 1999
                between CMS Energy and NBD Bank,  as Trustee.  (Designated in
                CMS Energy's 1998 Form 10-K, File No. 1-9513, as Exhibit
                (4)(d)(ii).)

                Ninth  Supplemental  Indenture  dated as of June 22,  1999
                between  CMS Energy  and NBD Bank,  as Trustee.  (Designated
                in CMS Energy's  Form 10-Q for the quarter  ended June 30,
                1999,  File No. 1-9513, as Exhibit (4)(a).)

                Tenth  Supplemental  Indenture  dated as of October 12, 2000
                between CMS Energy and NBD Bank,  as Trustee.  (Designated in
                CMS Energy's Form S-3MEF dated October 19, 2000, File No.
                333-48276,  as Exhibit (4).)

**              Eleventh Supplemental Indenture dated as of March 29, 2001
                between CMS Energy Corporation and Bank One Trust Company
                National Association as Trustee.

*(4)(b) -       Indenture  dated as of January  15,  1994  between  CMS Energy
                and The Chase  Manhattan  Bank,  as Trustee.  (Designated  in
                CMS  Energy's  Form  8-K  dated  March 29,  1994,
                File  No. 1-9513,  as Exhibit (4)(a).)

                First  Supplemental  Indenture  dated as of  January 20,  1994
                between  CMS  Energy and The Chase Manhattan  Bank, as Trustee.
                (Designated  in CMS Energy's  Form 8-K dated  March 29,  1994,
                file No. 1-9513, as Exhibit (4)(b).)

                Second  Supplemental  Indenture  dated as of  March 19,  1996
                between  CMS  Energy  and The Chase Manhattan  Bank,  as
                Trustee.  (Designated  in CMS  Energy's  Form  10-Q  for the
                quarter  ended March 31, 1996, File No. 1-9513, as Exhibit(4).)

                Third  Supplemental  Indenture  dated as of March  17,  1997
                between  CMS  Energy and The  Chase Manhattan  Bank, as Trustee.
                (Designated  in CMS Energy's  Form 8-K dated May 1, 1997,  File
                No. 1-9513, as Exhibit (4).)

                Fourth  Supplemental  Indenture  dated as of  September  17,
                1997 between CMS Energy and The Chase Manhattan  Bank, as
                Trustee.  (Designated in CMS Energy's Form S-3 dated  September
                22, 1997, File No. 333-36115, as Exhibit (4)(d).)

                Fifth  Supplemental  Indenture  dated as of August  26,  1998
                between  CMS  Energy  and The Chase Manhattan  Bank, as Trustee.
                (Designated in CMS Energy's Form S-4 dated  September 10, 1998,
                File No. 333-63229, as Exhibit (4)(c).)

                Sixth  Supplemental  Indenture  dated as of  November  9, 2000
                between CMS Energy and The Chase Manhattan Bank, as Trustee.
                (Designated in CMS Energy's Form 10-Q for the quarter ended
                September 30, 2000, File No. 1-9513, as Exhibit (4).)

*(4)(c) -       Credit  Agreement  dated as of June 27, 2000 among CMS Energy,
                as  Borrower,  and the Banks named therein,  as Banks, and the
                Chase Manhattan Bank, as  Administrative  Agent and Collateral
                Agent, and Bank of America, N.A. and Barclays Bank plc as
                Co-Syndication  Agents, and Citibank,  N.A., as Documentation
                Agent.  (Designated  in CMS Energy's Form 10-Q for the quarter
                ended June 30, 2000, File No. 1-9513, as Exhibit (4).)

*(4)(d) -       Subordinated  Debt Securities  Indenture  between CMS Energy and
                The Bank of New York, as Trustee, as  Trustee  dated as of June
                1, 1997.  Designated  in CMS  Energy's  Form 8-K dated July 1,
                1997, File No. 1-9513, as Exhibit (4)(a)).

                First  Supplemental  Indenture  dated as of June 20,  1997
                between CMS Energy and The Bank of New York, as Trustee.
                (Designated in CMS Energy's Form 8-K dated July 1, 1997,
                File No.  1-9513,  as Exhibit (4)(b).)

                Second  Supplemental  Indenture  dated as of June 1, 1999
                between  CMS Energy and The Bank of New York, as Trustee.
                (Designated in CMS Energy's  Form 10-Q for the quarter ended
                June 30, 1999, File No. 1-9513, as Exhibit (4)(b).)

*(4)(e) -       Performance  Incentive Stock Plan, as first  effective  February
                3, 1988, and amended and restated effective  January 1, 1995,
                and as amended as of December 3, 1999.  (Designated  in CMS
                Energy's 1999 Form 10-K, File No. 1-9513, as Exhibit (10(d).)

*(4)(f) -       Form of election of Exercise of  Nonqualified  Stock Option.
                (Designated in CMS Energy's Form S-8 dated August 4, 1995,
                File No. 33-61595, as Exhibit (4)(f)).

*(4)(g) -       Form of  certificate  of option grant.  (Designated in CMS
                Energy's Form S-8 dated August 4, 1995, File No. 33-61595, as
                Exhibit (4)(g)).

(5)(a)  -       Opinion of Michael D. Van Hemert,  Esq.,  Assistant General
                Counsel for CMS Energy re: legality of securities being offered.

(23)(a) -       Consents of Michael D. Van Hemert,  Esq.,  Assistant  General
                Counsel for CMS (included in Exhibit 5(a) above).

(23)(b) -       Consent of Arthur Andersen LLP regarding the Company's Form
                10-K.

(24)    -       Power of Attorney and certified copy of resolution authorizing
                officer to sign registration.

*   Previously Filed
**  Filed with this document

     Exhibits  listed  above  which  have been  filed  with the  Securities  and
Exchange Commission are incorporated herein by reference with the same effect as
if filed with this Registration Statement.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 30160}]
{"company-data": {"conformed-name": "CMS ENERGY CORP", "cik": "0000811156", "assigned-sic": "4931", "irs-number": "382726431", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58686", "film-number": "1600399"}, "business-address": {"street1": "FAIRLANE PLZ S STE 1100", "street2": "330 TOWN CENTER DR", "city": "DEARBORN", "state": "MI", "zip": "48126", "phone": "3134369261"}, "mail-address": {"street1": "FAIRLANE PLAZA SOUTH, SUITE 1100", "street2": "330 TOWN CENTER DRIVE", "city": "DEARBORN", "state": "MI", "zip": "48126"}}
As filed with the Securities and Exchange Commission on April 11, 2001

                                                Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549
                             ______________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                             ______________________
                             CMS ENERGY CORPORATION
             (Exact name of registrant as specified in its charter)

            Michigan                                       38-2726431
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                        Fairlane Plaza South, Suite 1100
                              330 Town Center Drive
                            Dearborn, Michigan 48126
    (Address, including ZIP code, and telephone number, including area code,
                  of registrant's principal executive offices)

                             CMS ENERGY CORPORATION
                        PERFORMANCE INCENTIVE STOCK PLAN
            EXECUTIVE STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
                              (Full title of plans)

ALAN M. WRIGHT                                  Copy to:
Executive Vice President,                       MICHAEL D. VAN HEMERT, ESQ.
Chief Financial Officer and Chief               CMS Energy Corporation
Administrative Officer                          Fairlane Plaza South, Suite 1100
Fairlane Plaza South, Suite 1100                330 Town Center Drive
330 Town Center Drive                           Dearborn, Michigan 48126
Dearborn, Michigan 48126                        (313) 436-9602
(313) 436-9560
(Name, address, including ZIP code,
and telephone number, including
area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Title of         Amount to be         Proposed maximum            Proposed maximum            Amount of
 securities to be      registered      Offering price per share   aggregate offering price(1)  registration fee
    registered                                   (1)

Common Stock,        5,000,000(2)             $28.075                    $140,375,000             $35,093.75
$.01 par value
1)   Estimated  solely for the purpose of calculating the  registration fee and,
     pursuant  to Rule  457(c) and Rule  457(h) of the  Securities  Act of 1933,
     based upon the average of the high and low sale prices of the Common Stock,
     $.01 par value per share, of CMS Energy Corporation,  on the New York Stock
     Exchange on April 23, 2001.

(2)  The entire  5,000,000  additional  shares are being registered for issuance
     pursuant to the CMS Energy Corporation Performance Incentive Stock Plan.

Statement Under General Instruction E - Registration of Additional Securities

This  Registration  Statement  on Form S-8 is being  filed  solely  to  register
additional  securities in accordance with General Instruction E of Form S-8. CMS
Energy  Corporation ("CMS Energy" or the "Corporation")  hereby  incorporates by
reference  in  this  Registration   Statement  all  contents,   including  those
incorporated by reference,  of CMS Energy's  Registration  Statement on Form S-8
dated  June  8,  1993  (Registration  No.  33-64044,   including  Post-Effective
Amendment No. 1 thereto) (the  "Original  Registration  Statement").  Except for
items restated in this Registration Statement,  this Registration Statement also
incorporates from the Original Registration  Statement periodic reports that CMS
Energy  filed after the  Original  Registration  Statement  to maintain  current
information about CMS Energy.  CMS Energy recently filed with the Securities and
Exchange  Commission (the  "Commission"),  and incorporates herein by reference,
the following Registration Statement:

-    The  description  of the CMS Energy Common Stock  contained in CMS Energy's
     Registration  Statement  on Form 8-B  dated  May 6,  1987,  as  amended  by
     Amendment No. 1 thereto filed November 22, 1996.

All documents  subsequently  filed with the Commission by CMS Energy pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the 1934 Act prior to the  filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters  all securities  then remaining  unsold shall be
deemed to be  incorporated  herein by reference and to be a part hereof from the
dates of filing of such documents.

Item 6.  Indemnification of Directors and Officers.

The following  resolution was adopted by the Board of Directors of CMS Energy on
May 6, 1987:

     RESOLVED:  That effective March 1, 1987 the Corporation  shall indemnify to
the full extent permitted by law every person  (including the estate,  heirs and
legal representatives of such person in the event of the decease,  incompetency,
insolvency  or  bankruptcy  of such  person) who is or was a director,  officer,
partner, trustee, employee or agent of the Corporation,  or is or was serving at
the  request  of the  Corporation  as a  director,  officer,  partner,  trustee,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise,  against all liability, costs, expenses,  including attorneys'
fees, judgments, penalties, fines and amounts paid in settlement, incurred by or
imposed upon the person in  connection  with or resulting  from any claim or any
threatened,  pending or completed  action,  suit or  proceeding  whether  civil,
criminal, administrative,  investigative or of whatever nature, arising from the
person's  service or capacity as, or by reason of the fact that the person is or
was, a director, officer, partner, trustee, employee or agent of the Corporation
or is or was serving at the request of the  Corporation as a director,  officer,
partner, trustee, employee or agent of another corporation,  partnership,  joint
venture,  trust or other enterprise.  Such right of indemnification shall not be
deemed  exclusive of any other rights to which the person may be entitled  under
statute, bylaw, agreement, vote of shareholders or otherwise.

CMS Energy's Bylaws provide:

     The Corporation may purchase and maintain liability insurance,  to the full
extent  permitted  by law,  on behalf of any  person  who is or was a  director,
officer,  employee  or agent of the  Corporation,  or is or was  serving  at the
request of the Corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture, trust or other enterprise against any
liability  asserted  against such person and incurred by such person in any such
capacity.

Article VIII of the Articles of Incorporation of CMS Energy reads:

     A  director  shall  not be  personally  liable  to the  Corporation  or its
shareholders  for  monetary  damages  for  breach of duty as a  director  except
(i)for a breach of the  director's  duty of loyalty to the  Corporation  or its
shareholders,  (ii) for  acts or  omissions  not in good  faith or that  involve
intentional  misconduct or a knowing  violation of law, (iii) for a violation of
Section  551(l)  of  the  Michigan  Business   Corporation  Act,  and  (iv)  any
transaction from which the director  derived an improper  personal  benefit.  No
amendment  to or  repeal  of  this  Article  VIII,  and no  modification  to its
provisions  by law,  shall apply to, or have any effect upon,  the  liability or
alleged  liability of any director of the Corporation for or with respect to any
acts or omissions of such director occurring prior to such amendment,  repeal or
modification.

Article IX of the Articles of Incorporation of CMS Energy reads:

     Each director and each officer of the  Corporation  shall be indemnified by
the  Corporation  to  the  fullest  extent  permitted  by law  against  expenses
(including  attorneys' fees),  judgments,  penalties,  fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with the
defense of any  proceeding in which he or she was or is a party or is threatened
to be made a party by reason of being or having been a director or an officer of
the  Corporation.  Such right of  indemnification  is not exclusive of any other
rights to which  such  director  or  officer  may be  entitled  under any now or
hereafter  existing  statute,  any other  provision  of these  Articles,  bylaw,
agreement, vote of shareholders or otherwise. If the Business Corporation Act of
the State of Michigan is amended  after  approval  by the  shareholders  of this
Article IX to authorize  corporate  action  further  eliminating or limiting the
personal  liability  of  directors,  then the  liability  of a  director  of the
Corporation  shall be eliminated or limited to the fullest  extent  permitted by
the Business Corporation Act of the State of Michigan, as so amended. Any repeal
or modification of this Article IX by the shareholders of the Corporation  shall
not adversely  affect any right or  protection of a director of the  Corporation
existing at the time of such repeal or modification.

     Sections  561  through 571 of the  Michigan  Business  Corporation  Act, as
amended,  provides CMS Energy with the power to indemnify  directors,  officers,
employees and agents against certain expenses and payments,  and to purchase and
maintain insurance on behalf of directors, officers, employees and agents.

     Officers and  directors are covered  within  specified  monetary  limits by
insurance  against  certain  losses  arising from claims made by reason of their
being  directors or officers of CMS Energy or of CMS Energy's  subsidiaries  and
CMS  Energy's  officers and  directors  are  indemnified  against such losses by
reason  of  their  being  or  having  been  directors  or  officers  of  another
corporation,  partnership,  joint  venture,  trust  or other  enterprise  at CMS
Energy's  request.  In addition,  CMS Energy has indemnified each of its present
directors by contracts that contain affirmative  provisions  essentially similar
to those in sections 561 through 571 of the Michigan  Business  Corporation  Act
summarized above.

Item 8.   Exhibits

Exhibit Numbers

*(3)(a) -       Restated Articles of Incorporation of CMS Energy.  (Designated
                in CMS Energy's Form S-3 dated December 15, 2000,
                File No.  333-51932,  as Exhibit (3)(a).)

*(3)(b) -       By-Laws of CMS Energy.  (Designated  in CMS Energy's Form S-3
                dated  September 11, 2000,  File No. 333-45556,
                as Exhibit 3(b).)

*(4)(a) -       Indenture  dated  as of  September  15,  1992  between  CMS
                Energy  and  NBD  Bank,  as  Trustee.  (Designated  in CMS
                Energy's  Form  S-3  Registration  Statement  filed  May 1,
                1992,  File No. 33-47629, as Exhibit (4)(a).)

                First Supplemental  Indenture dated as of October 1, 1992
                between CMS Energy and NBD Bank,  as Trustee.  (Designated
                in CMS Energy's  Form 8-K dated  October 1, 1992,
                File No. 1-9513, as Exhibit (4).)

                Second Supplemental Indenture dated as of October 1, 1992
                between CMS Energy and NBD Bank, as Trustee.  (Designated in CMS
                Energy's Form 8-K dated October 1, 1992, File No. 1-9513,  as
                Exhibit 4(a).)

                Third  Supplemental  Indenture  dated as of May 6,  1997
                between  CMS  Energy  and NBD  Bank,  as Trustee.
                (Designated  in CMS Energy's  Form 10-Q for the quarter
                ended March 31, 1997,  File No. 1-9513, as Exhibit (4).)

                Fourth  Supplemental  Indenture dated as of September 26, 1997
                between CMS Energy and NBD Bank, as Trustee.  (Designated in
                CMS Energy's  Form S-3 dated  October 6, 1997,
                File No.  333-37241,  as Exhibit (4)(a).)

                Fifth  Supplemental  Indenture  dated as of November 4, 1997
                between CMS Energy and NBD Bank,  as Trustee.  (Designated  in
                CMS Energy's  Form 10-Q for the quarter ended  September 30,
                1997,  File No. 1-9513, as Exhibit (4)(b).)

                Sixth  Supplemental  Indenture  dated as of January 13, 1998
                between CMS Energy and NBD Bank,  as Trustee.  (Designated in
                CMS Energy's 1997 Form 10-K, File No. 1-9513, as Exhibit
                (4)(d).)

                Seventh  Supplemental  Indenture  dated as of January 25, 1999
                between CMS Energy and NBD Bank, as Trustee.  (Designated in
                CMS Energy's 1998 Form 10-K, File No. 1-9513, as
                Exhibit (4)(d)(i).)

                Eighth  Supplemental  Indenture  dated as of February 3, 1999
                between CMS Energy and NBD Bank,  as Trustee.  (Designated in
                CMS Energy's 1998 Form 10-K, File No. 1-9513, as Exhibit
                (4)(d)(ii).)

                Ninth  Supplemental  Indenture  dated as of June 22,  1999
                between  CMS Energy  and NBD Bank,  as Trustee.  (Designated
                in CMS Energy's  Form 10-Q for the quarter  ended June 30,
                1999,  File No. 1-9513, as Exhibit (4)(a).)

                Tenth Supplemental Indenture dated as of October 12, 2000
                between CMS Energy and NBD Bank, as Trustee.  (Designated in
                CMS Energy's Form S-3MEF dated October 19, 2000, File No.
                333-48276, as Exhibit (4).)

**              Eleventh Supplemental Indenture dated as of March 29, 2001
                between CMS Energy Corporation and Bank One Trust Company
                National Association as Trustee.

*(4)(b) -       Indenture  dated as of January  15,  1994  between  CMS Energy
                and The Chase  Manhattan  Bank,  as Trustee.  (Designated  in
                CMS  Energy's  Form  8-K  dated  March 29,  1994,
                File  No. 1-9513,  as Exhibit (4)(a).)

                First  Supplemental  Indenture  dated as of  January 20,  1994
                between  CMS  Energy and The Chase Manhattan  Bank, as Trustee.
                (Designated  in CMS Energy's  Form 8-K dated  March 29,  1994,
                file No. 1-9513, as Exhibit (4)(b).)

                Second  Supplemental  Indenture  dated as of  March 19,  1996
                between  CMS  Energy  and The Chase Manhattan  Bank,  as
                Trustee.  (Designated  in CMS  Energy's  Form  10-Q  for the
                quarter  ended March 31, 1996, File No. 1-9513, as Exhibit(4).)

                Third  Supplemental  Indenture  dated as of March  17,  1997
                between  CMS  Energy and The  Chase Manhattan  Bank, as Trustee.
                (Designated  in CMS Energy's  Form 8-K dated May 1, 1997,  File
                No. 1-9513, as Exhibit (4).)

                Fourth  Supplemental  Indenture  dated as of  September  17,
                1997 between CMS Energy and The Chase Manhattan  Bank, as
                Trustee.  (Designated in CMS Energy's Form S-3 dated  September
                22, 1997, File No. 333-36115, as Exhibit (4)(d).)

                Fifth  Supplemental  Indenture  dated as of August  26,  1998
                between  CMS  Energy  and The Chase Manhattan  Bank, as Trustee.
                (Designated in CMS Energy's Form S-4 dated  September 10, 1998,
                File No. 333-63229, as Exhibit (4)(c).)

                Sixth  Supplemental  Indenture  dated as of  November  9, 2000
                between CMS Energy and The Chase Manhattan Bank, as Trustee.
                (Designated in CMS Energy's Form 10-Q for the quarter ended
                September 30, 2000, File No. 1-9513, as Exhibit (4).)

*(4)(c) -       Credit  Agreement  dated as of June 27, 2000 among CMS Energy,
                as  Borrower,  and the Banks named therein,  as Banks, and the
                Chase Manhattan Bank, as  Administrative  Agent and Collateral
                Agent, and Bank of America, N.A. and Barclays Bank PLC as
                Co-Syndication  Agents, and Citibank,  N.A., as Documentation
                Agent.  (Designated  in CMS Energy's Form 10-Q for the quarter
                ended June 30, 2000, File No. 1-9513, as Exhibit (4).)

*(4)(d) -       Subordinated  Debt Securities  Indenture  between CMS Energy and
                The Bank of New York, as Trustee, as  Trustee  dated as of June
                1, 1997.  Designated  in CMS  Energy's  Form 8-K dated July 1,
                1997, File No. 1-9513, as Exhibit (4)(a)).

                First  Supplemental  Indenture  dated as of June 20,  1997
                between CMS Energy and The Bank of New York, as Trustee.
                (Designated in CMS Energy's Form 8-K dated July 1, 1997,
                File No.  1-9513,  as Exhibit (4)(b).)

                Second  Supplemental  Indenture  dated as of June 1, 1999
                between  CMS Energy and The Bank of New York, as Trustee.
                (Designated in CMS Energy's  Form 10-Q for the quarter ended
                June 30, 1999, File No. 1-9513, as Exhibit (4)(b).)

*(4)(e) -       Performance  Incentive Stock Plan, as first  effective  February
                3, 1988, and amended and restated effective  January 1, 1995,
                and as amended as of December 3, 1999.  (Designated  in CMS
                Energy's 1999 Form 10-K, File No. 1-9513, as Exhibit (10(d).)

*(4)(f) -       Form of election of Exercise of  Nonqualified  Stock Option.
                (Designated in CMS Energy's Form S-8 dated August 4, 1995,
                File No. 33-61595, as Exhibit (4)(f)).

*(4)(g) -       Form of  certificate  of option grant.  (Designated in CMS
                Energy's Form S-8 dated August 4, 1995, File No. 33-61595, as
                Exhibit (4)(g)).

(5)(a)  -       Opinion of Michael D. Van Hemert,  Esq.,  Assistant General
                Counsel for CMS Energy re: legality of securities being offered.

(23)(a) -       Consents of Michael D. Van Hemert,  Esq.,  Assistant  General
                Counsel for CMS (included in Exhibit 5(a) above).

(23)(b) -       Consent of Arthur Andersen LLP regarding the Company's Form
                10-K.

(24)    -       Power of Attorney and certified copy of resolution authorizing
                officer to sign registration.

*    Previously Filed
**   Filed with this document

     Exhibits  listed  above  which  have been  filed  with the  Securities  and
Exchange Commission are incorporated herein by reference with the same effect as
if filed with this Registration Statement.

                                   Signatures

     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  Dearborn,  State of  Michigan,  on this 9th day of
April 2001.

                                        CMS ENERGY CORPORATION

                                        By: /s/Alan M. Wright
                                        Alan M. Wright
                                        Executive Vice President,
                                        Chief Financial Officer,
                                        and Chief Administrative 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 indicated and on April 9, 2001.

            Name                            Title

(i) Principal executive officer:

/s/William T. McCormick, Jr.          Chairman of the Board,
(William T. McCormick, Jr.)           Chief Executive Officer and Director

(ii) Principal financial officer:

/s/Alan M. Wright                     Executive Vice President,
(Alan M. Wright)                      Chief Financial Officer
                                      and Chief Administrative Officer

(iii) Controller or principal
      accounting officer:

/s/Preston D. Hopper                  Senior Vice President,
(Preston D. Hopper)                   Controller and Chief Accounting Officer

                                      Director
(John M. Deutch)

          *                           Director
(James J. Duderstadt)

          *                           Director
(Kathleen R. Flaherty)

          *                           Director
(Earl D. Holton)

          *                           Director
(W. U. Parfet)

          *                           Director
(Percy A. Pierre)

          *                           Director
(Kenneth L. Way)

          *                           Director
(Kenneth Whipple)

          *                           Director
(John B. Yasinsky)

*By:  /s/Alan M. Wright
      Alan M. Wright
      Attorney-in-fact

Item 8.   Exhibits

Exhibit Numbers

*(3)(a) -       Restated Articles of Incorporation of CMS Energy.  (Designated
                in CMS Energy's Form S-3 dated December 15, 2000,
                File No.  333-51932,  as Exhibit (3)(a).)

*(3)(b) -       By-Laws of CMS Energy.  (Designated  in CMS Energy's Form S-3
                dated  September 11, 2000,  File No. 333-45556,
                as Exhibit 3(b).)

*(4)(a) -       Indenture  dated  as of  September  15,  1992  between  CMS
                Energy  and  NBD  Bank,  as  Trustee.  (Designated  in CMS
                Energy's  Form  S-3  Registration  Statement  filed  May 1,
                1992,  File No. 33-47629, as Exhibit (4)(a).)

                First Supplemental  Indenture dated as of October 1, 1992
                between CMS Energy and NBD Bank,  as Trustee.  (Designated
                in CMS Energy's  Form 8-K dated  October 1, 1992,
                File No. 1-9513, as Exhibit (4).)

                Second Supplemental Indenture dated as of October 1, 1992
                between CMS Energy and NBD Bank, as Trustee.  (Designated in CMS
                Energy's Form 8-K dated October 1, 1992, File No. 1-9513,  as
                Exhibit 4(a).)

                Third  Supplemental  Indenture  dated as of May 6,  1997
                between  CMS  Energy  and NBD  Bank,  as Trustee.
                (Designated  in CMS Energy's  Form 10-Q for the quarter
                ended March 31, 1997,  File No. 1-9513, as Exhibit (4).)

                Fourth  Supplemental  Indenture dated as of September 26, 1997
                between CMS Energy and NBD Bank, as Trustee.  (Designated in
                CMS Energy's  Form S-3 dated  October 6, 1997,
                File No.  333-37241,  as Exhibit (4)(a).)

                Fifth  Supplemental  Indenture  dated as of November 4, 1997
                between CMS Energy and NBD Bank,  as Trustee.  (Designated  in
                CMS Energy's  Form 10-Q for the quarter ended  September 30,
                1997,  File No. 1-9513, as Exhibit (4)(b).)

                Sixth  Supplemental  Indenture  dated as of January 13, 1998
                between CMS Energy and NBD Bank,  as Trustee.  (Designated in
                CMS Energy's 1997 Form 10-K, File No. 1-9513, as Exhibit
                (4)(d).)

                Seventh  Supplemental  Indenture  dated as of January 25, 1999
                between CMS Energy and NBD Bank, as Trustee.  (Designated in
                CMS Energy's 1998 Form 10-K, File No. 1-9513, as
                Exhibit (4)(d)(i).)

                Eighth  Supplemental  Indenture  dated as of February 3, 1999
                between CMS Energy and NBD Bank,  as Trustee.  (Designated in
                CMS Energy's 1998 Form 10-K, File No. 1-9513, as Exhibit
                (4)(d)(ii).)

                Ninth  Supplemental  Indenture  dated as of June 22,  1999
                between  CMS Energy  and NBD Bank,  as Trustee.  (Designated
                in CMS Energy's  Form 10-Q for the quarter  ended June 30,
                1999,  File No. 1-9513, as Exhibit (4)(a).)

                Tenth  Supplemental  Indenture  dated as of October 12, 2000
                between CMS Energy and NBD Bank,  as Trustee.  (Designated in
                CMS Energy's Form S-3MEF dated October 19, 2000, File No.
                333-48276,  as Exhibit (4).)

**              Eleventh Supplemental Indenture dated as of March 29, 2001
                between CMS Energy Corporation and Bank One Trust Company
                National Association as Trustee.

*(4)(b) -       Indenture  dated as of January  15,  1994  between  CMS Energy
                and The Chase  Manhattan  Bank,  as Trustee.  (Designated  in
                CMS  Energy's  Form  8-K  dated  March 29,  1994,
                File  No. 1-9513,  as Exhibit (4)(a).)

                First  Supplemental  Indenture  dated as of  January 20,  1994
                between  CMS  Energy and The Chase Manhattan  Bank, as Trustee.
                (Designated  in CMS Energy's  Form 8-K dated  March 29,  1994,
                file No. 1-9513, as Exhibit (4)(b).)

                Second  Supplemental  Indenture  dated as of  March 19,  1996
                between  CMS  Energy  and The Chase Manhattan  Bank,  as
                Trustee.  (Designated  in CMS  Energy's  Form  10-Q  for the
                quarter  ended March 31, 1996, File No. 1-9513, as Exhibit(4).)

                Third  Supplemental  Indenture  dated as of March  17,  1997
                between  CMS  Energy and The  Chase Manhattan  Bank, as Trustee.
                (Designated  in CMS Energy's  Form 8-K dated May 1, 1997,  File
                No. 1-9513, as Exhibit (4).)

                Fourth  Supplemental  Indenture  dated as of  September  17,
                1997 between CMS Energy and The Chase Manhattan  Bank, as
                Trustee.  (Designated in CMS Energy's Form S-3 dated  September
                22, 1997, File No. 333-36115, as Exhibit (4)(d).)

                Fifth  Supplemental  Indenture  dated as of August  26,  1998
                between  CMS  Energy  and The Chase Manhattan  Bank, as Trustee.
                (Designated in CMS Energy's Form S-4 dated  September 10, 1998,
                File No. 333-63229, as Exhibit (4)(c).)

                Sixth  Supplemental  Indenture  dated as of  November  9, 2000
                between CMS Energy and The Chase Manhattan Bank, as Trustee.
                (Designated in CMS Energy's Form 10-Q for the quarter ended
                September 30, 2000, File No. 1-9513, as Exhibit (4).)

*(4)(c) -       Credit  Agreement  dated as of June 27, 2000 among CMS Energy,
                as  Borrower,  and the Banks named therein,  as Banks, and the
                Chase Manhattan Bank, as  Administrative  Agent and Collateral
                Agent, and Bank of America, N.A. and Barclays Bank plc as
                Co-Syndication  Agents, and Citibank,  N.A., as Documentation
                Agent.  (Designated  in CMS Energy's Form 10-Q for the quarter
                ended June 30, 2000, File No. 1-9513, as Exhibit (4).)

*(4)(d) -       Subordinated  Debt Securities  Indenture  between CMS Energy and
                The Bank of New York, as Trustee, as  Trustee  dated as of June
                1, 1997.  Designated  in CMS  Energy's  Form 8-K dated July 1,
                1997, File No. 1-9513, as Exhibit (4)(a)).

                First  Supplemental  Indenture  dated as of June 20,  1997
                between CMS Energy and The Bank of New York, as Trustee.
                (Designated in CMS Energy's Form 8-K dated July 1, 1997,
                File No.  1-9513,  as Exhibit (4)(b).)

                Second  Supplemental  Indenture  dated as of June 1, 1999
                between  CMS Energy and The Bank of New York, as Trustee.
                (Designated in CMS Energy's  Form 10-Q for the quarter ended
                June 30, 1999, File No. 1-9513, as Exhibit (4)(b).)

*(4)(e) -       Performance  Incentive Stock Plan, as first  effective  February
                3, 1988, and amended and restated effective  January 1, 1995,
                and as amended as of December 3, 1999.  (Designated  in CMS
                Energy's 1999 Form 10-K, File No. 1-9513, as Exhibit (10(d).)

*(4)(f) -       Form of election of Exercise of  Nonqualified  Stock Option.
                (Designated in CMS Energy's Form S-8 dated August 4, 1995,
                File No. 33-61595, as Exhibit (4)(f)).

*(4)(g) -       Form of  certificate  of option grant.  (Designated in CMS
                Energy's Form S-8 dated August 4, 1995, File No. 33-61595, as
                Exhibit (4)(g)).

(5)(a)  -       Opinion of Michael D. Van Hemert,  Esq.,  Assistant General
                Counsel for CMS Energy re: legality of securities being offered.

(23)(a) -       Consents of Michael D. Van Hemert,  Esq.,  Assistant  General
                Counsel for CMS (included in Exhibit 5(a) above).

(23)(b) -       Consent of Arthur Andersen LLP regarding the Company's Form
                10-K.

(24)    -       Power of Attorney and certified copy of resolution authorizing
                officer to sign registration.

*   Previously Filed
**  Filed with this document

     Exhibits  listed  above  which  have been  filed  with the  Securities  and
Exchange Commission are incorporated herein by reference with the same effect as
if filed with this Registration Statement.