DETROIT EDISON CO (Form: S-4, Received: 04/07/2005 17:15:36)

Aggregate Principal

Principal Amount

Series of

Amount Represented

Tendered (Must Be in Integral

Outstanding Notes

Certificate Nos.

by Certificate(s)

Multiples of $1,000)

As filed with the Securities and Exchange Commission on April 7, 2005

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

The Detroit Edison Company

(Exact name of registrant as specified in its charter)


Michigan	4911	38-0478650
(State of Incorporation)	(Primary Standard Industrial	(I.R.S. Employer Identification No.)
	Classification Code Number)

2000 2nd Avenue

Detroit, Michigan 48226

(313) 235-4000

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Susan M. Beale

Vice President and Corporate Secretary

The Detroit Edison Company

2000 2nd Avenue

Detroit, Michigan 48226

(313) 235-4000

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:


Teresa M. Sebastian		Richard L. Harden
The Detroit Edison Company		Hunton & Williams LLP
2000 2nd Avenue		200 Park Avenue
Detroit, Michigan 48226		New York, New York 10166
(313) 235-4000		(212) 309-1000
(313) 235-8500 (Telecopy)		(212) 309-1100 (Telecopy)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE




Title of Each Class of	Amount to be	Maximum Offering	Maximum Aggregate	Amount of
Securities to be Registered	Registered	Price per Note(1)	Offering Price	Registration Fee

4.80% 2005 Series AR Senior Notes due 2015	$200,000,000	100%	$200,000,000	$23,540

5.45% 2005 Series BR Senior Notes due 2035	$200,000,000	100%	$200,000,000	$23,540

Total	$400,000,000	100%	$400,000,000	$47,080


(1)	Calculated in accordance with Rule 457(f) under the Securities Act of 1933, as amended.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 7, 2005

PROSPECTUS

OFFER TO EXCHANGE

4.80% 2005 Series A Senior Notes due 2015

and

5.45% 2005 Series B Senior Notes due 2035

The exchange offer will expire at 5:00 p.m. New York City time on , 2005, unless we extend the exchange offer in our sole discretion.

Terms of the Exchange Offer

We are offering to exchange new registered 4.80% 2005 Series AR Senior Notes due 2015 for all of our old unregistered 4.80% 2005 Series A Senior Notes due 2015 and 5.45% 2005 Series BR Senior Notes due 2035 for all of our old unregistered 5.45% 2005 Series B Senior Notes due 2035.

The terms of each series of exchange notes to be issued in the exchange offer are substantially identical to the respective series of outstanding notes, except that the transfer restrictions, registration rights and additional interest provisions relating to the outstanding notes will not apply to the exchange notes.

The exchange notes will have the same financial terms and covenants as the outstanding notes, and will be subject to the same business and financial risks. Any outstanding notes not validly tendered will remain subject to existing transfer restrictions. The exchange of notes should not be a taxable event for U.S. federal income tax purposes.

We will not receive any proceeds from the exchange offer.

We will exchange the exchange notes for all outstanding notes that are validly tendered and not withdrawn by you at any time prior to the expiration of the exchange offer as described in this prospectus.

The exchange notes will not be listed on any securities exchange or included in any automatic quotation system.

This investment involves risk. You should carefully consider the risk factors beginning on page 8 of this prospectus.

We are not asking you for a proxy and you are requested not to send us a proxy.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2005.

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing in this prospectus or any document incorporated by reference is accurate only as of its date. Detroit Edison’s business, financial condition, results of operations and prospects may have changed since such date.

We are not making an offer to sell these securities in any jurisdiction that prohibits the offer or sale of these securities.

TABLE OF CONTENTS


	Page

Cautionary Statements Regarding Forward-Looking Statements		ii
Summary		1
Risk Factors		8
Use of Proceeds		12
Ratios of Earnings to Fixed Charges		12
Capitalization		13
The Exchange Offer		14
Description of Exchange Notes		23
Ratings		39
Certain United States Federal Income Tax Considerations		40
Plan of Distribution		44
Experts		45
Legal Matters		45
Where You Can Find More Information		45
Documents Incorporated By Reference		45
Sixteenth Supplemental Indenture
Supplemental Indenture
Opinion of Thomas A. Hughes, Esq., Vice President and General Counsel
Opinion of Hunton & Williams LLP
Computation of Ratio of Earnings to Fixed Charges
Consent of Deloitte & Touche LLP
Form of T-1 Statement of Eligibility of the Trustee
Form of Letter of Transmittal
Form of Notice of Guaranteed Delivery

We have filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 under the Securities Act of 1933 (“Securities Act”), and the rules and regulations promulgated under the Securities Act, with respect to the exchange of outstanding notes for exchange notes under this prospectus. This prospectus, which constitutes part of that registration statement, does not contain all of the information set forth in the registration statement and the attached exhibits and schedules. The statements contained in this prospectus as to the contents of any contract, agreement or other document that is filed as an exhibit to the registration statement are not necessarily complete. Accordingly, each of those statements is qualified in all respects by reference to the full text of the contract, agreement or document filed as an exhibit to the registration statement or otherwise filed with the SEC.

References in this prospectus to “Detroit Edison,” “we,” “us” and “our” refer to The Detroit Edison Company, unless the context indicates that the references are to The Detroit Edison Company and its consolidated subsidiaries.

Each broker-dealer that receives new securities for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for old securities where such old securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. Detroit Edison has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference in this prospectus contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), with respect to the financial condition, results of operations and business of Detroit Edison. You can find many of these statements by looking for words such as “believes,” “expects,” “anticipates,” “estimates” or similar expressions in this prospectus or in documents incorporated herein. You are cautioned not to place undue reliance on such statements, which speak only as of the date of this prospectus or the date of any document incorporated by reference.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties. Our actual results may differ from those expected due to a number of variables as described in our public filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2004 which is incorporated by reference herein.

The factors that may impact forward-looking statements include, but are not limited to, the following:


	•	the effects of weather and other natural phenomena on operations and sales to customers, and purchases from suppliers;

	•	economic climate and growth or decline in the geographic areas where we do business;

	•	environmental issues, laws and regulations, and the cost of remediation and compliance associated therewith;

	•	nuclear regulations and operations associated with nuclear facilities;

	•	implementation of the electric Customer Choice program;

	•	impact of electric utility restructuring in Michigan, including legislative amendments;

	•	employee relations and the impact of collective bargaining agreements;

	•	unplanned outages;

	•	access to capital markets and capital market conditions and the results of other financing efforts that can be affected by credit agency ratings;

	•	the timing and extent of changes in interest rates;

	•	the level of borrowings;

	•	changes in the cost and availability of coal and other raw materials, and purchased power;

	•	effects of competition;

	•	impact of regulation by the Federal Energy Regulatory Commission (“FERC”), the Michigan Public Service Commission (“MPSC”), the Nuclear Regulatory Commission (“NRC”) and other applicable governmental proceedings and regulations;

	•	changes in federal, state and local tax laws and their interpretations, including the Internal Revenue Code, regulations, rulings, court proceedings and audits;

	•	the ability to recover costs through rate increases;

	•	the availability, cost, coverage and terms of insurance;

	•	the cost of protecting assets against or damage due to terrorism;

	•	changes in accounting standards and financial reporting regulations;

	•	changes in federal or state laws and their interpretation with respect to regulation, energy policy and other business issues;


	•	uncollectible accounts receivable; and

	•	changes in the economic and financial viability of our suppliers, customers and trading counterparties, and the continued ability of such parties to perform their obligations to Detroit Edison.

All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We undertake no obligation to release publicly any revisions to the forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events.

iii

SUMMARY

This summary highlights important information about The Detroit Edison Company and this offering. It does not contain all the information that is important to you. You should read this entire prospectus, including the information set forth in “Risk Factors” and all the information incorporated by reference in this prospectus, before making an investment decision.

The Detroit Edison Company

Detroit Edison, a wholly-owned subsidiary of DTE Energy Company, which we refer to as DTE Energy, is a Michigan public utility engaged in the generation, purchase, distribution and sale of electric energy to 2.1 million customers in a 7,600 square mile area in southeastern Michigan. DTE Energy, a Michigan corporation incorporated in 1995, is an exempt holding company under the Public Utility Holding Company Act of 1935, as amended.

We currently operate our businesses through two strategic business units (Energy Resources — Power Generation and Energy Distribution — Power Distribution). Based on this structure, we set strategic goals, allocate resources and evaluate performance. A summary discussion of each business unit follows.

Our business and assets are subject to regulation by numerous federal and state governmental agencies, including, among others, the FERC, the MPSC, the NRC and the Environmental Protection Agency.

Energy Resources — Power Generation

Power generation comprises our utility power generation business and plants. Electricity is generated from our numerous fossil plants, our hydroelectric pumped storage plant and our nuclear plant, and purchased from electricity generators, suppliers and wholesalers. The electricity we produce and purchase is sold to four major classes of customers: residential, commercial, industrial and wholesale, principally throughout Michigan, the Midwest and Ontario, Canada.

Energy Distribution — Power Distribution

Our electric distribution services comprise our regulated power distribution unit. This business distributes electricity generated by the Energy Resources’ power generation unit and alternative electric suppliers to our 2.1 million customers in southeastern Michigan.

The mailing address of Detroit Edison’s principal executive office is 2000 2nd Avenue, Detroit, Michigan, 48226-1279, and its telephone number is (313) 235-4000.

The Exchange Offer

On February 7, 2005, we completed the initial private placement of the outstanding notes. References to the “notes” in this prospectus are references to both the outstanding notes and the exchange notes. This prospectus is part of a registration statement covering the exchange of the outstanding notes for the exchange notes.


The Initial Private Placement of Outstanding Notes		We sold the outstanding notes on February 7, 2005, to Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities Inc., KeyBanc Capital Markets, a division of McDonald Investments Inc., BNP Paribas Securities Corp., Deutsche Bank Securities Inc. and Scotia Capital (USA) Inc. We collectively refer to those parties in this prospectus as the “initial purchasers.” The initial purchasers subsequently resold the outstanding notes to qualified institutional buyers pursuant to Rule 144A and outside the United States in compliance with Regulation S under the Securities Act.

Registration Rights Agreement		Simultaneously with the initial private placement of the outstanding notes, we entered into a registration rights agreement (the “Registration Rights Agreement”) for the exchange offer. In the Registration Rights Agreement, we agreed, among other things, to file with the SEC an exchange offer registration statement and to use our reasonable best efforts to cause the exchange offer registration statement to become effective under the Securities Act within 180 days of issuing the outstanding notes. The exchange offer is intended to satisfy your rights under the Registration Rights Agreement. After the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to your outstanding notes, except as otherwise provided in the Registration Rights Agreement.

		If we do not comply with, among other things, our obligation to cause the exchange offer registration statement to become effective under the Securities Act within 180 days of issuing the outstanding notes, we will pay additional interest at a rate of 0.25% per year during the first 90-day period immediately following the occurrence of the registration default, increasing by an additional 0.25% per year with respect to each subsequent 90-day period, up to a maximum of 0.50% per year, until all registration defaults have been cured. For more details, see “The Exchange Offer — Additional Interest.”

The Exchange Offer		We are offering to exchange the exchange notes, which have been registered under the Securities Act, for your outstanding notes, which were issued on February 7, 2005, in the initial offering. In order to be exchanged, an outstanding note must be properly tendered and accepted. All outstanding notes that are properly tendered and not validly withdrawn will be exchanged. We will issue exchange notes promptly after the expiration of the exchange offer.

Resales of Exchange Notes		We believe that the exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by you


		without compliance with the registration and prospectus delivery provisions of the Securities Act provided that:

		• the exchange notes are being acquired in the ordinary course of your business;

		• you have no arrangement or understanding with any person to participate in the distribution of the exchange notes; and

		• you are not an affiliate of ours.

		If any of these conditions are not satisfied and you transfer any exchange notes issued to you in the exchange offer without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange note from these requirements, you may incur liability under the Securities Act. We will not assume, nor will we indemnify you against, any such liability.

		Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution.”

Record Date		We mailed this prospectus and the related exchange offer documents to registered holders of outstanding notes on , 2005.

Expiration Date		The exchange offer will expire at 5:00 p.m., New York City time, , 2005, unless we decide to extend the expiration date.

Conditions to the Exchange Offer		The exchange offer is subject to certain customary conditions which we may waive. See “Exchange Offer — Conditions.” Other than United States federal and state securities laws, we do not need to satisfy any regulatory requirements or obtain any regulatory approval to conduct the exchange offer.

Procedures for Tendering Outstanding Notes		We issued the outstanding notes as global securities. When the outstanding notes were issued, we deposited the global notes representing the outstanding notes with J.P. Morgan Trust Company, National Association, as book-entry depositary. J.P. Morgan Trust Company, National Association issued a certificateless depositary interest in each global note we deposited with it, which represents a 100% interest in the notes, to The Depository Trust Company, known as DTC. Beneficial interests in the outstanding notes, which are held by direct or indirect participants in DTC through the certificateless depositary interest, are shown on records maintained in book-entry form by DTC.

		You may tender your outstanding notes through book-entry transfer in accordance with DTC’s Automated Tender Offer Program, known as ATOP. To tender your outstanding notes by a means other than book-entry transfer, a letter of transmittal must be completed and signed according to the instructions contained in the letter. The letter of transmittal and any other documents


		required by the letter of transmittal must be delivered to the exchange agent by mail, facsimile, hand delivery or overnight carrier. In addition, you must deliver the outstanding notes to the exchange agent or comply with the procedures for guaranteed delivery. See “The Exchange Offer — Procedures for Tendering Outstanding Notes” for more information.

		Do not send letters of transmittal and certificates representing outstanding notes to us. Send these documents only to the exchange agent. See “The Exchange Offer — Exchange Agent” for more information.

Special Procedures for Beneficial Owners		If you are the beneficial owner of book-entry interests and your name does not appear on a security position listing of DTC as the holder of the book-entry interests or if you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender the book-entry interest or outstanding notes in the exchange offer, you should contact the person in whose name your book-entry interests or outstanding notes are registered promptly and instruct that person to tender on your behalf.

Withdrawal Rights		You may withdraw the tender of your outstanding notes at any time prior to 5:00 p.m., New York City time on , 2005.

Certain United States Federal Income Tax Considerations		The exchange of outstanding notes for exchange notes should not constitute a taxable event for United States federal income tax purposes. See “Certain United States Federal Income Tax Considerations.” You should consult your own tax advisor as to the tax consequences of the exchange to you.

Consequences of Failure to Exchange		Outstanding notes that are eligible for the exchange offer and not tendered will be subject to the existing transfer restrictions on such notes after the exchange offer. We will have no further obligation to register the outstanding notes except as otherwise provided in the Registration Rights Agreement. If you do not participate in the exchange offer, the liquidity of your outstanding notes could be adversely affected.

Use of Proceeds		We will not receive any proceeds from the issuance of exchange notes pursuant to the exchange offer. We will pay all of our expenses incident to the exchange offer.

Exchange Agent		J.P. Morgan Trust Company, National Association is serving as the exchange agent in connection with the exchange offer.

Summary of Exchange Notes

The following is a brief summary of certain terms of the exchange notes. For a more complete description of the terms of the exchange notes, see “Description of Exchange Notes.” Capitalized terms used but not defined in this summary shall have the meanings given to such terms elsewhere in this prospectus.


The Issuer		The Detroit Edison Company.

Offered Notes		$200,000,000 aggregate principal amount of 4.80% 2005 Series AR Senior Notes due 2015 and $200,000,000 aggregate principal amount of 5.45% 2005 Series BR Senior Notes due 2035.

Maturity		The 4.80% notes will mature on February 15, 2015, and the 5.45% notes will mature on February 15, 2035.

Interest Payment Dates		Interest on each exchange note will accrue from the last date as to which interest was paid on the outstanding note surrendered or, if no interest has been paid, from the original issue date of the outstanding note. Interest on the exchange notes is payable in arrears on February 15 and August 15 of each year, beginning August 15, 2005.

Optional Redemption		The exchange notes of each series may be redeemed at our option, in whole or in part, at any time at the respective redemption prices described in this prospectus. See “Description of Exchange Notes — Redemption — Optional Redemption.”

Security		We will issue a series of our general and refunding mortgage bonds, which we refer to as mortgage bonds, to secure each series of exchange notes. We refer to these bonds as the related series of mortgage bonds. On the date, which we refer to as the release date, that we have retired all of our mortgage bonds, other than mortgage bonds subject to the release provisions described in this prospectus, including the related series of mortgage bonds, and other than outstanding mortgage bonds which do not in aggregate principal amount exceed the greater of 5% of our Net Tangible Assets or 5% of our Capitalization, each as defined in this prospectus, the exchange notes will, at our option, either become unsecured and rank equally with all of our other unsecured senior indebtedness or be secured by substitute mortgage bonds issued under a mortgage indenture other than our existing mortgage indenture. The indenture does not specify the type or value of property to be covered by the substitute mortgage or the priority of the lien thereof on such property nor does it limit the amount of the substitute mortgage bonds that can be issued thereunder. In any event, until all mortgage bonds issued under the mortgage are no longer outstanding and the mortgage is terminated, the lien securing the substitute mortgage bonds would be subject to the prior lien of the mortgage.

		As of December 31, 2004, other than the related series of mortgage bonds to be issued to secure the exchange notes offered hereby (but including the series of mortgage bonds securing the outstanding notes subject to the exchange offer), we had outstanding $1.99 billion of mortgage bonds that were issued as security for our senior notes, and are subject to the release provisions. We may, in the future, issue additional notes or other series of debt securities


		secured by mortgage bonds subject to the release provisions, as well as other debt securities or mortgage bonds. As of December 31, 2004, we had outstanding mortgage bonds not subject to these release provisions in an aggregate principal amount equal to approximately $1.23 billion, or 13.3% of our Net Tangible Assets and 20.8% of our Capitalization, of which approximately $523 million aggregate principal amount will not mature or be subject to redemption at our option prior to September 2011. Therefore, the release date is not expected to occur before September 2011, unless we repurchase, prior to their stated maturity, all of our outstanding mortgage bonds except for (a) mortgage bonds subject to the release provisions (including the related series of mortgage bonds) and (b) outstanding mortgage bonds which do not in aggregate principal amount exceed the greater of 5% of our Net Tangible Assets or 5% of our Capitalization.

Ratings		The exchange notes have been assigned a rating of A- by Fitch Ratings. For a description of factors affecting our credit ratings, see “Risk Factors.” Ratings reflect only the rating agency’s views and are not recommendations to buy, sell or hold the exchange notes. Fitch Ratings may revise or withdraw its rating on the exchange notes, and, accordingly, there can be no assurance that the ratings assigned to the exchange notes upon initial issuance or at any other time will not be lowered or withdrawn by a rating agency at any time thereafter.

Risk Factors		Your investment in the exchange notes will involve risks as does your current investment in the outstanding notes. See “Risk Factors” in this prospectus and the other information in this prospectus, including “Cautionary Statements Regarding Forward-Looking Statements,” on page ii of this prospectus.

Summary Consolidated Financial Data

The following table sets forth our summary consolidated financial data on a historical basis for the fiscal years ended December 31, 2000 through December 31, 2004. The financial data has been derived from our audited financial statements. The information below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2004 and our financial statements and the related notes and the other financial or statistical information that we include or incorporate by reference herein. See “Where You Can Find More Information.”


	Year Ended December 31,

	2004		2003		2002		2001		2000

	(In millions)
Income Statement
Operating revenues	$	3,568	$	3,695	$	4,054	$	4,044	$	4,129
Operating expenses		3,051		3,021		3,195		3,408		3,256
Net income		150		246		356		233		411
Balance Sheet (end of period)
Total assets		12,842		12,549		11,488		11,255		10,986
Long-term debt and capital lease obligations		2,560		2,766		2,965		2,740		3,104
Securitization bonds		1,400		1,496		1,585		1,673		—
Quarterly income debt securities		385		385		385		385		385
Common shareholder’s equity		2,979		2,963		2,122		2,458		3,723

RISK FACTORS

An investment in the exchange notes involves risks. You should carefully consider the following information, together with the other information in this prospectus and the documents that are incorporated by reference herein (including the “Risk Factors” set forth in our Annual Report on Form 10-K for the year ended December 31, 2004), about risks concerning the exchange notes. See also “Cautionary Statements Regarding Forward-Looking Statements” in this prospectus.

Risks Relating to the Exchange Offer


	*If you do not exchange your outstanding notes for exchange notes, your ability to sell the outstanding notes will be restricted.*

If you do not exchange your outstanding notes for exchange notes in the exchange offer, you will continue to be subject to the restrictions on transfer described in the legend on your outstanding notes. The restrictions on transfer of your outstanding notes arise because we issued the outstanding notes in a transaction not subject to the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the outstanding notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold pursuant to an exemption from such requirements. If you are still holding any outstanding notes after the expiration date of the exchange offer and the exchange offer has been consummated, you will not be entitled to have such outstanding notes registered under the Securities Act or to any similar rights under the Registration Rights Agreement (subject to limited exceptions, if applicable). After the exchange offer is completed, we will not (except in certain limited circumstances) be required, and we do not intend, to register the outstanding notes under the Securities Act. In addition, if you exchange your outstanding notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. To the extent outstanding notes are tendered and accepted in the exchange offer, the trading market, if any, for the remaining outstanding notes would be adversely affected.


	*If you do not comply with the exchange offer procedures, you will be unable to obtain the exchange notes.*

We will issue the exchange notes in exchange for the outstanding notes only after we have timely received your outstanding notes, along with a properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you want to tender your outstanding notes in exchange for exchange notes, you should allow sufficient time to ensure timely delivery. Neither we nor the exchange agent is under any duty to give notification of defects or irregularities in the tender of outstanding notes for exchange. The exchange offer will expire at 5:00 p.m., New York City time, on , 2005, or on a later extended date and time as we may decide.


	*The exchange notes may not be freely tradeable by you.*

Based on interpretations by the SEC staff set forth in no-action letters issued to third parties, we believe that you may offer for resale, resell and otherwise transfer the exchange notes without compliance with the registration and prospectus delivery provisions of the Securities Act, subject to certain limitations. These limitations include that you are not an “affiliate” of ours within the meaning of Rule 405 under the Securities Act, that you acquired your exchange notes in the ordinary course of your business and that you have no arrangement with any person to participate in the distribution of such exchange notes. However, we have not submitted a no-action letter to the SEC regarding this exchange offer and we cannot assure you that the SEC would make a similar determination with respect to this exchange offer. If you are an affiliate of ours, engaged in or intend to engage in or have any arrangement or understanding with respect to a distribution of the exchange notes to be acquired pursuant to the exchange offer, you will be subject to additional limitations. See “The Exchange Offer — Resale of the Exchange Notes.”

Risks Related to the Exchange Notes


	*The release of the related series of mortgage bonds on the release date could have an adverse effect on the market value of the exchange notes.*

On the release date, the related series of mortgage bonds will no longer secure the exchange notes, and the exchange notes will, at our option, either become unsecured general obligations or be secured on currently unspecified terms by substitute mortgage bonds issued under a substitute mortgage. See “Description of Exchange Notes — Provisions Applicable to Indenture — Release Date” below. It is possible that the release of the related series of mortgage bonds could have an adverse effect on the market value of the exchange notes. This same risk is applicable to the currently outstanding notes subject to the exchange offer.


	*We cannot assure you that an active trading market will develop for the exchange notes.*

There can be no assurance that a market for the exchange notes will develop. Future trading prices of the exchange notes will depend on many factors, including, among other things, prevailing interest rates, our operating results and the market for similar securities. Generally, the liquidity of, and trading market for, the exchange notes may also be materially and adversely affected by declines in the market for similar debt securities. Such a decline may materially and adversely affect such liquidity and trading independent of our financial performance and prospects.

Risks Related to Our Business


	*Michigan’s electric Customer Choice Program is negatively impacting our financial performance.*

Without regulatory relief or legislative changes, the Michigan electric Customer Choice program will continue to have a negative impact on our financial performance. The electric Customer Choice program, as originally contemplated in Michigan, anticipated an eventual transition to a totally deregulated and competitive environment where customers would be charged market-based rates for their electricity. The MPSC has continued to regulate electric rates for some of our customers, while alternative suppliers can charge market-based rates. In addition, such regulated electric rates for certain groups of our customers exceed the cost of service to those customers. This has resulted in high levels of participation in the electric Customer Choice program by those customers that have the highest price relative to their cost of service. While lost margins, sometimes referred to as stranded costs, may be recoverable in whole or in part through the regulatory process, there can be no assurances that legislative changes or the MPSC will allow for recovery of stranded costs.

Even with the Customer Choice-related rate relief received in Detroit Edison’s 2004 rate orders, there continues to be considerable financial risk associated with the Customer Choice program. Choice migration is sensitive to market price, transition charges and electric bundled price increases.


	*Weather significantly affects our operations.*

Deviations from normal hot and cold weather conditions affect our earnings and cash flow. Mild temperatures can result in decreased utilization of our assets, lowering income and cash flow. Damage due to ice storms, tornadoes, or high winds can damage our infrastructure and require us to perform emergency repairs and incur material unplanned expenses. The expenses of storm restoration efforts may not be recoverable through the regulatory process.


	*Our operations continue to be negatively affected by competition.*

Deregulation and restructuring in the electric industry has resulted in increased competition and unrecovered costs that have affected and may continue to affect our financial condition, results of operations or cash flows. We are a regulated public utility, and this regulation has hindered our ability to retain customers in a competitive marketplace.


	*We are subject to rate regulation.*

We operate in a regulated industry. Our electric rates are set by the MPSC and the FERC and cannot be increased without regulatory authorization. We may be impacted by new regulations or interpretations by the MPSC, the FERC or other regulatory bodies. New legislation, regulations or interpretations could change how our business operates, impact our ability to recover costs through rate increases or require us to incur additional expenses.


	*Adverse changes in our credit ratings may negatively affect us.*

Increased scrutiny of the energy industry and regulatory changes, as well as changes in our economic performance could result in credit agencies reexamining our credit rating. A credit agency currently has a “negative outlook” on our ratings. While credit ratings reflect the opinions of the credit agencies issuing such ratings and may not necessarily reflect actual performance, a downgrade in our credit rating could restrict or discontinue our ability to access capital markets at attractive rates and increase our borrowing costs.


	*Regional and national economic conditions may unfavorably impact us.*

Our business follows the economic cycles of the customers we serve. Should national or regional economic conditions decline, reduced volumes of electricity we supply will result in decreased earnings and cash flow. Economic conditions in our service territory also impact our collections of accounts receivable and financial results.


	*Environmental laws and liability may be costly.*

We are subject to numerous environmental regulations. These regulations govern air emissions, water quality, wastewater discharge, and disposal of solid and hazardous waste. Compliance with these regulations can significantly increase capital spending, operating expenses and plant down times. These laws and regulations require us to seek a variety of environmental licenses, permits, inspections and other regulatory approvals. We may also incur liabilities because of emission of gases from our generating facilities that may cause changes in the climate. The regulatory environment is subject to significant change and, therefore, we cannot predict future issues.

Additionally, we may become a responsible party for environmental clean up at sites identified by a regulatory body. We cannot predict with certainty the amount and timing of future expenditures related to environmental matters because of the difficulty of estimating clean up costs. There is also uncertainty in quantifying liabilities under environmental laws that impose joint and several liability on all potentially responsible parties.

Since there can be no assurances that environmental costs may be recovered through the regulatory process, our financial performance may be negatively impacted as a result of environmental matters.


	*Operation of a nuclear facility subjects us to risk.*

Ownership of an operating nuclear generating plant subjects us to significant additional risks. These risks include, among others, plant security, environmental regulation and remediation, and operational factors that can significantly impact the performance and cost of operating a nuclear facility. While we maintain insurance for various nuclear-related risks, there can be no assurances that such insurance will be sufficient to cover our costs in the event of an accident or business interruption at our nuclear generating plant, which may affect our financial performance.


	*The supply and price of fuel and other commodities may impact our financial results.*

We are dependent on coal for much of our electrical generating capacity. Price fluctuation and coal and other fuel supply disruptions could have a negative impact on our ability to profitably generate electricity. We have hedging strategies in place to mitigate negative fluctuations in commodity supply prices but there can be no assurances that our financial performance will not be negatively impacted by price fluctuations.


	*A work interruption may adversely affect us.*

Unions represent approximately 3,900 of our employees. A union choosing to strike as a negotiating tactic would have an impact on our business. Of our represented employees, 3,400 are under a three year contract that was ratified in 2004. The contract of the remaining represented employees expires in August 2005. We have not begun negotiations on that labor contract.


	*Unplanned power plant outages may be costly.*

Unforeseen maintenance may be required to safely produce electricity or comply with environmental regulations. As a result unforeseen maintenance, we may be required to make spot market purchases of electricity that exceed our costs of generation. Our financial performance may be negatively affected if we are unable to recover such increased costs.


	*Our ability to access capital markets at attractive interest rates is important.*

Our ability to access capital markets is important to operate our business. Heightened concerns about the energy industry, the level of borrowing by other energy companies and the market as a whole could limit our access to capital markets. Changes in interest rates could increase our borrowing costs and negatively impact our financial performance.


	*Property tax reform may be costly.*

We are one of the largest payers of property taxes in the State of Michigan. Should the legislature change how schools are financed, we could face increased property taxes on our Michigan facilities.


	*We may not be fully covered by insurance.*

While we have a comprehensive insurance program in place to provide coverage for various types of risks, catastrophic damage as a result of acts of God, terrorism, war or a combination of significant unforeseen events could impact our operations and economic losses might not be covered in full by insurance.


	*Terrorism could affect our business.*

Damage to downstream infrastructure or our own assets by terrorist groups would impact our operations. We have increased security as a result of recent events and further security increases are expected.


	*Failure to successfully implement new information systems could interrupt our operations.*

Our business depends on numerous information systems for operations and financial information and billings. We are in the process of launching the first phase of our DTE2 project, a multiyear Company-wide initiative to improve existing processes and implement new core information systems. Failure to successfully implement DTE2 could interrupt our operations.

USE OF PROCEEDS

This exchange offer is intended to satisfy certain of our obligations under the Registration Rights Agreement. We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes contemplated in this prospectus, we will receive outstanding notes in like principal amount, the form and terms of which are the same as the form and terms of the exchange notes, except as otherwise described in this prospectus. As a result, the issuance of the exchange notes will not result in any increase or decrease in our indebtedness.

The net proceeds of the initial private placement of the outstanding notes were used to redeem approximately $385 million of outstanding debt securities, maturing between 2026 and 2028 and having interest rates per annum between 7.375% and 7.625%, and for general corporate purposes.

RATIOS OF EARNINGS TO FIXED CHARGES

Our ratios of earnings to fixed charges were as follows for the periods indicated in the table below:


	Year Ended December 31,

	2004		2003		2002		2001		2000

Ratios of Earnings to Fixed Charges		1.73		2.35		2.66		2.02		2.88

Our ratios of earnings to fixed charges were computed based on:


	•	“earnings,” which consist of net income before deducting income taxes and fixed charges; and

	•	“fixed charges,” which consist of total interest charges, interest factor of rents and amortization of debt discount, premium and expense.

CAPITALIZATION

The following table sets forth our consolidated cash and cash equivalents, short-term debt, current portion of long-term debt and capital lease obligations and capitalization at December 31, 2004. The information set forth below is only a summary and should be read together with our consolidated financial statements and the related notes, in each case incorporated by reference in this prospectus.


	At December 31, 2004

	(In millions)
Cash and cash equivalents	$	6
Short-term debt		—
Current portion of long-term debt and capital lease obligations	$	499
Capitalization
Long-term debt (including capital leases and excluding current maturities, quarterly income debt securities and non-recourse debt)	$	2,560
Securitization bonds		1,400
Quarterly income debt securities		385
Shareholder’s equity		2,979

Total capitalization	$	7,324

THE EXCHANGE OFFER

We initially sold the outstanding notes to Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities Inc., KeyBanc Capital Markets, a division of McDonald Investments Inc., BNP Paribas Securities Corp., Deutsche Bank Securities Inc. and Scotia Capital (USA) Inc. (the “initial purchasers”) pursuant to a purchase agreement between us and them. The initial purchasers subsequently resold the outstanding notes to qualified institutional buyers pursuant to Rule 144A and outside the United States in compliance with Regulation S under the Securities Act.

Exchange Offer Registration

We entered into the Registration Rights Agreement in connection with the initial offering, pursuant to which we agreed, for the benefit of the holders of the outstanding notes, at our cost to:


	•	within 90 days following the original issue date of the outstanding notes, prepare and file with the SEC an exchange offer registration statement with respect to the exchange offer and the issuance and delivery to the holders, in exchange for the outstanding notes of each series, of a series of exchange notes, which will have terms identical in all material respects to the outstanding notes of such series, except that the exchange notes will not contain terms with respect to transfer restrictions and will not provide for the payment of additional interest under the circumstances described below;

	•	use our reasonable best efforts to cause the exchange offer registration statement to be declared effective under the Securities Act within 180 days of the original issue date of the outstanding notes;

	•	use our reasonable best efforts to keep the exchange offer registration statement effective until the closing of the exchange offer; and

	•	use our reasonable best efforts to cause the exchange offer to be consummated not later than 60 days following the effectiveness of the exchange offer registration statement.

The exchange notes will be issued under the indenture, as described below. Upon the effectiveness of the exchange offer registration statement, we will offer the exchange notes in exchange for surrender of the outstanding notes. We will keep the exchange offer open for not less than 20 business days after the date notice of the exchange offer is mailed to the holders of the notes of the related series, or longer if required by applicable law.

For each outstanding note surrendered to us pursuant to the exchange offer and not withdrawn by the holder, the holder of the note will receive an exchange note having a principal amount equal to that of the surrendered note. Interest on each exchange note will accrue from the last date as to which interest was paid on the outstanding note surrendered in exchange or, if no interest has been paid on that note, from the original issue date of the outstanding notes.

SEC Interpretations

Based on existing interpretations of the Securities Act by the staff of the SEC in several no-action letters to third parties, and subject to the immediately following sentence, we believe that the exchange notes issued pursuant to the exchange offer may be offered for resale, resold or otherwise transferred by the holders, other than holders who are broker-dealers, without further compliance with the registration and prospectus delivery provisions of the Securities Act. Any purchaser of notes, however, who is our affiliate or who intends to participate in the exchange offer for the purpose of distributing the exchange notes, or any participating broker-dealer who purchased the notes for its own account, other than as a result of market-making activities or other trading activities, to resell pursuant to Rule 144A or any other available exemption under the Securities Act:


	•	will not be able to rely on the interpretations by the staff of the SEC;


	•	will not be able to tender its outstanding notes in the exchange offer; and

	•	must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the exchange notes, unless the sale or transfer is made under an exemption from those requirements.

We do not intend to seek our own interpretation regarding the exchange offer, and we cannot assure you that the staff of the SEC would make a similar determination with respect to the exchange notes as it has in other interpretations to third parties.

Each holder of outstanding notes, other than specified holders, who wishes to exchange such notes for the related exchange notes in the exchange offer will be required to make representations that:


	•	any exchange notes to be received by it have been or will be acquired in the ordinary course of its business;

	•	it has no arrangement or understanding with any person to participate in the distribution, within the meaning of the Securities Act, of the exchange notes; and

	•	it is not our affiliate.

In addition, in connection with resales of exchange notes, any participating broker-dealer must deliver a prospectus meeting the requirements of the Securities Act. The staff of the SEC has taken the position that participating broker-dealers may fulfill their prospectus delivery requirements with respect to the exchange notes, other than a resale of an unsold allotment from the original sale of the notes, with the prospectus contained in the exchange offer registration statement. Under the Registration Rights Agreement, we have agreed, for a period of one year following the consummation of the exchange offer, to make available a prospectus meeting the requirements of the Securities Act to any participating broker-dealer for use in connection with any resale of any exchange notes acquired in the exchange offer.

Shelf Registration

If:


	(1) due to any change in law or the SEC’s policy, we are not permitted to effect the exchange offer or for any other reason the exchange offer is not consummated within 60 days following the effectiveness of the exchange offer registration statement; or

	(2) any initial purchaser so requests with respect to outstanding notes that are not eligible to be exchanged for exchange notes in the exchange offer and that are held by it following consummation of the exchange offer or any holder (other than an initial purchaser) is not eligible to participate in the exchange offer; or

	(3) any initial purchaser who participates in the exchange offer does not receive freely tradeable exchange notes in the exchange offer;

we will, in addition to or instead of effecting the registration of the exchange notes pursuant to the exchange offer registration statement, as the case may be,


	(1) on or prior to 60 days after the earlier of any event in (1), (2) or (3) above, file with the SEC a shelf registration statement covering resales of the outstanding or exchange notes;

	(2) use our reasonable best efforts to cause the shelf registration statement to be declared effective under the Securities Act not later than 150 days after the date of any event in (1), (2) or (3) above;

	(3) use our reasonable best efforts to keep the shelf registration statement effective until the earlier of (a) the date when all of the securities covered by the shelf registration statement have been sold pursuant to such shelf registration statement and (b) two years from the original issue date of the outstanding notes; and


	(4) use our reasonable best efforts to ensure that the shelf registration statement and any amendment to the shelf registration statement and any prospectus included in the shelf registration statement comply with the requirements of the Securities Act.

We will, in the event of the filing of a shelf registration statement, provide to each holder of notes that are covered by the shelf registration statement copies of the prospectus that is a part of the shelf registration statement and notify each holder when the shelf registration statement has become effective. A holder of notes that sells the notes pursuant to the shelf registration statement generally will be required to be named as a selling security holder in the related prospectus, to deliver information to be used in connection with the shelf registration and to deliver a prospectus to purchasers, will be subject to the civil liability provisions under the Securities Act in connection with the sales and will be bound by the provisions of the Registration Rights Agreement that are applicable to the holder, including indemnification obligations.

Additional Interest

If a registration default occurs, which means one of the following events occurs:


	•	the exchange offer is not consummated on or prior to the 60th calendar day following effectiveness of the exchange offer registration statement;

	•	if required, a shelf registration statement with respect to the outstanding notes is not filed with the SEC on or prior to the date specified above;

	•	if required, a shelf registration statement with respect to the outstanding notes is not declared effective on or prior to the date specified above; or

	•	either the exchange offer registration statement or a shelf registration statement has been filed and declared effective but after its effective date ceases to be effective or is unusable for its intended purpose without being succeeded within 45 business days by a post-effective amendment to such registration statement that cures such failure and that is itself declared effective by the SEC within 15 business days;

then additional interest will accrue on the principal amount of the outstanding notes and the exchange notes (in addition to the stated interest on the outstanding notes and the exchange notes), from and including the date on which any such registration default shall occur to, but excluding, the date on which all registration defaults have been cured, at the rate of 0.25% per year during the first 90-day period immediately following the occurrence of such registration default. The additional interest rate shall increase by an additional 0.25% per year with respect to each subsequent 90-day period until all registration defaults have been cured; provided, however, that the additional interest rate referenced in this paragraph shall not exceed 0.50% per year. We will have no other liabilities for monetary damages with respect to our registration obligations. The receipt of additional interest will be the sole monetary remedy available to a holder if we fail to meet these obligations.

The description in this prospectus of some of the provisions of the Registration Rights Agreement is a summary only. We urge you to read all the provisions of the Registration Rights Agreement, a copy of which is filed as Exhibit 4.3 to our Form 8-K dated February 7, 2005, because it, and not this summary, defines your rights.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all outstanding notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes accepted in the exchange offer. Any holder may tender some or all of its outstanding notes pursuant to the exchange offer. However, outstanding notes may be tendered only in integral multiples of $1,000.

The form and terms of the exchange notes are the same as the form and terms of the outstanding notes except that:


	(1) the exchange notes of each series bear a different CUSIP number from the related outstanding notes;

	(2) the exchange notes have been registered under the Securities Act and hence will not bear legends restricting the transfer thereof; and

	(3) the holders of the exchange notes will not be entitled to certain rights under the Registration Rights Agreement, including the provisions providing for additional interest on the outstanding notes in certain circumstances relating to the timing of the exchange offer, all of which rights will terminate when the exchange offer is terminated.

The exchange notes of each series will evidence the same debt as the outstanding notes of the related series and will be entitled to the benefits of the indenture.

As of the date of this prospectus, $200,000,000 aggregate principal amount of the outstanding 4.80% senior notes were outstanding and $200,000,000 aggregate principal amount of the outstanding 5.45% senior notes were outstanding. We have fixed the close of business on , 2005 as the record date for the exchange offer for purposes of determining the persons to whom this prospectus and the letter of transmittal will be mailed initially.

We will be deemed to have accepted validly tendered outstanding notes when, as and if we have given oral or written notice thereof to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us.

If any tendered outstanding notes are not accepted for exchange because of an invalid tender, the occurrence of specified other events set forth in this prospectus or otherwise, the certificates for any unaccepted outstanding notes will be returned, without expense, to the tendering holder thereof as promptly as practicable after the expiration date of the exchange offer.

Holders who tender outstanding notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes pursuant to the exchange offer. We will pay all charges and expenses, other than transfer taxes in certain circumstances, in connection with the exchange offer. See “— Fees and Expenses.”

Expiration Date; Extensions; Amendments

The term “expiration date” will mean 5:00 p.m., New York City time, on , 2005, unless we, in our sole discretion, extend the exchange offer, in which case the term “expiration date” will mean the latest date and time to which the exchange offer is extended.

To extend the expiration date, we will notify the exchange agent of any extension by oral or written notice and will notify the registered holders of the outstanding notes by means of a press release or other public announcement prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

We reserve the right, in our sole discretion:


	(1) to delay accepting any outstanding notes, to extend the exchange offer or to terminate the exchange offer if any of the conditions set forth below under “— Conditions” have not been satisfied, by giving oral or written notice of any delay, extension or termination to the exchange agent, or

	(2) to amend the terms of the exchange offer in any manner. Such decision will also be communicated in a press release or other public announcement prior to 9:00 a.m., New York City time on the next business day following such decision.

Any announcement of delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice thereof to the exchange agent. If the exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose such amendment in a manner reasonably calculated to inform the registered holders.

Without limiting the manner in which we may choose to make public announcement of any delay, extension, amendment or termination of the exchange offer, we shall have no obligations to publish, advertise, or otherwise communicate any such public announcement, other than by making a timely release to an appropriate news agency.

Interest on the Exchange Notes

Interest on each exchange note will accrue from the last date as to which interest was paid on the outstanding note surrendered in exchange or, if no interest has been paid on that note, from the original issue date of the outstanding notes. Interest on each series of the exchange notes is payable semi-annually on each February 15 and August 15, commencing on August 15, 2005.

Procedures For Tendering

Only a holder of outstanding notes may tender outstanding notes in the exchange offer. To tender in the exchange offer, a holder must complete, sign and date the letter of transmittal, or a facsimile thereof, have the signatures thereon guaranteed if required by the letter of transmittal or transmit an agent’s message in connection with a book-entry transfer, and mail or otherwise deliver the letter of transmittal or the facsimile, together with the outstanding notes and any other required documents, to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date. To be tendered effectively, the outstanding notes, letter of transmittal or an agent’s message and other required documents must be completed and received by the exchange agent at the address set forth below under “Exchange Agent” prior to 5:00 p.m., New York City time, on the expiration date. Delivery of the outstanding notes may be made by book-entry transfer in accordance with the procedures described below. Confirmation of the book-entry transfer must be received by the exchange agent prior to the expiration date.

The term “agent’s message” means a message, transmitted by a book-entry transfer facility to, and received by, the exchange agent forming a part of a confirmation of a book-entry, which states that the book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the outstanding notes that the participant has received and agrees: (1) to participate in DTC’s Automated Tender Offer Program (“ATOP”); (2) to be bound by the terms of the letter of transmittal; and (3) that we may enforce the agreement against the participant.

By executing the letter of transmittal, each holder will make to us the representations set forth above in the third paragraph under the heading “The Exchange Offer — SEC Interpretations.” The tender by a holder and our acceptance thereof will constitute agreement between the holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal or agent’s message.

The method of delivery of outstanding notes and the letter of transmittal or agent’s message and all other required documents to the exchange agent is at the election and sole risk of the holder. As an alternative to delivery by mail, holders may wish to consider overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent before the expiration date. No letter of transmittal or outstanding notes should be sent to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the above transactions for them.

Any beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on the beneficial owner’s behalf. See “Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner” included with the letter of transmittal.

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member of the Medallion System unless the outstanding notes tendered pursuant to the letter of transmittal are tendered (1) by a registered holder who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the letter of transmittal or (2) for the account of a member firm of the Medallion System. In the event that signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantee must be by a member firm of the Medallion System.

If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed in this prospectus, the outstanding notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as the registered holder’s name appears on the outstanding notes with the signature thereon guaranteed by a member firm of the Medallion System.

If the letter of transmittal or any outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, offices of corporations or others acting in a fiduciary or representative capacity, the person signing should so indicate when signing, and evidence satisfactory to us of its authority to so act must be submitted with the letter of transmittal.

We understand that the exchange agent will make a request promptly after the date of this prospectus to establish accounts with respect to the outstanding notes at DTC for the purpose of facilitating the exchange offer, and subject to the establishment thereof, any financial institution that is a participant in DTC’s system may make book-entry delivery of outstanding notes by causing DTC to transfer the outstanding notes into the exchange agent’s account with respect to the outstanding notes in accordance with DTC’s procedures for the transfer. Although delivery of the outstanding notes may be effected through book-entry transfer into the exchange agent’s account at DTC, unless an agent’s message is received by the exchange agent in compliance with ATOP, an appropriate letter of transmittal properly completed and duly executed with any required signature guarantee and all other required documents must in each case be transmitted to and received or confirmed by the exchange agent at its address set forth below on or prior to the expiration date, or, if the guaranteed delivery procedures described below are complied with, within the time period provided under the procedures. Delivery of documents to DTC does not constitute delivery to the exchange agent.

All questions as to the validity, form, eligibility, including time of receipt, acceptance of tendered outstanding notes and withdrawal of tendered outstanding notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all outstanding notes not properly tendered or any outstanding notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right in our sole discretion to waive any defects, irregularities or conditions of tender as to particular outstanding notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within the time we determine. Although we intend to notify holders of defects or irregularities with respect to tenders of outstanding notes, neither we, the exchange agent nor any other person will incur any liability for failure to give the notification. Tenders of outstanding notes will not be deemed to have been made until the defects or irregularities have been cured or waived. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

Guaranteed Delivery Procedures

Holders who wish to tender their outstanding notes and (1) whose outstanding notes are not immediately available, (2) who cannot deliver their outstanding notes, the letter of transmittal or any other required

documents to the exchange agent or (3) who cannot complete the procedures for book-entry transfer, prior to the expiration date, may effect a tender if:


	(A) the tender is made through a member firm of the Medallion System;

	(B) prior to the expiration date, the exchange agent receives from a member firm of the Medallion System a properly completed and duly executed notice of guaranteed delivery by facsimile transmission, mail or hand delivery setting forth the name and address of the holder, the certificate number(s) of the outstanding notes and the principal amount of outstanding notes tendered, stating that the tender is being made thereby and guaranteeing that, within five New York Stock Exchange trading days after the expiration date, the letter of transmittal or facsimile thereof together with the certificate(s) representing the outstanding notes or a confirmation of book-entry transfer of the outstanding notes into the exchange agent’s account at DTC, and any other documents required by the letter of transmittal will be deposited by the member firm of the Medallion System with the exchange agent; and

	(C) the properly completed and executed letter of transmittal or facsimile thereof, as well as the certificate(s) representing all tendered outstanding notes in proper form for transfer or a confirmation of book-entry transfer of the outstanding notes into the exchange agent’s account at DTC, and all other documents required by the letter of transmittal are received by the exchange agent within five New York Stock Exchange trading days after the expiration date.

Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their outstanding notes according to the guaranteed delivery procedures set forth above.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, tenders of outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

To withdraw a tender of outstanding notes in the exchange offer, a telegram, telex, letter or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth in this prospectus prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer. Any notice of withdrawal must:


	(1) specify the name of the person having deposited the outstanding notes to be withdrawn;

	(2) identify the outstanding notes to be withdrawn, including the certificate number(s) and principal amount of the outstanding notes, or, in the case of outstanding notes transferred by book-entry transfer, the name and number of the account at DTC to be credited;

	(3) be signed by the holder in the same manner as the original signature on the letter of transmittal by which the outstanding notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the outstanding notes register the transfer of the outstanding notes into the name of the person withdrawing the tender; and

	(4) specify the name in which any outstanding notes are to be registered, if different from that of the person depositing the outstanding notes to be withdrawn.

All questions as to the validity, form and eligibility, including time of receipt, of the notices will be determined by us, which determination will be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no exchange notes will be issued with respect thereto unless the outstanding notes so withdrawn are validly retendered. Any outstanding notes which have been tendered but which are not accepted for exchange will be returned to the holder thereof without cost to the holder as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be retendered by following one of the procedures described above under “— Procedures for Tendering” at any time prior to the expiration date.

Conditions

Notwithstanding any other term of the exchange offer, outstanding notes will not be required to be accepted for exchange, nor will exchange notes be issued in exchange for any outstanding notes, and we may terminate or amend the exchange offer as provided herein before the acceptance of such outstanding notes, if, because of any change in law, or applicable interpretations thereof by the SEC, we determine in our sole discretion that we are not permitted to effect the exchange offer. We have no obligation to, and will not knowingly, permit acceptance of tenders of outstanding notes from our affiliates or from any other holder or holders who are not eligible to participate in the exchange offer under applicable law or interpretations thereof by the staff of the SEC or if the exchange notes to be received by such holder or holders of outstanding notes in the exchange offer, upon receipt, will not be tradable by such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the “blue sky” or securities laws of substantially all of the states of the United States. Other than requirements under United States federal and state securities laws, we do not need to satisfy any regulatory requirements or obtain any regulatory approvals to conduct the exchange offer.

Exchange Agent

J.P. Morgan Trust Company, National Association has been appointed as exchange agent for the exchange offer. Questions and requests for assistance, copies of this prospectus or of the letter of transmittal and requests for notice of guaranteed delivery should be directed to the exchange agent addressed as follows:

By Hand or Overnight Courier:


	J.P. Morgan Chase Bank, N.A.
	Institutional Trust Services
	Service Window
	New York Plaza, First Floor
	New York, New York 10004

	By Mail or Overnight Courier:

	J.P. Morgan Institutional Trust Services
	2001 Bryan Street, 9th Floor
	Dallas, Texas 75201

	Facsimile Transmission:

	(214) 468-6494

	To Confirm Receipt of Facsimile by Telephone:

	(214) 468-6464

Delivery to an address other than set forth above will not constitute a valid delivery.

Fees and Expenses

We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, additional solicitation may be made by telecopy, telephone or in person by our and our affiliates’ officers and regular employees.

We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses incurred in connection with these services.

We will pay the cash expenses to be incurred in connection with the exchange offer. Such expenses include fees and expenses of the exchange agent and trustee, accounting and legal fees and printing costs, among others.

Accounting Treatment

The exchange notes will be recorded at the same carrying value as the outstanding notes, which is face value, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes as a result of the exchange offer. The expenses of the exchange offer will be deferred and charged to expense over the term of the exchange notes.

Consequences of Failure to Exchange

The outstanding notes that are not exchanged for exchange notes pursuant to the exchange offer will remain restricted securities. Accordingly, the outstanding notes may be resold only:


	(1) to a person who the seller reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A under the Securities Act;

	(2) in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S under the Securities Act;

	(3) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available);

	(4) in accordance with another exemption from the registration requirements of the Securities Act;

	(5) to us; or

	(6) pursuant to an effective registration statement under the Securities Act;

in each case, in accordance with any applicable securities laws of the states of the United States.

Resale of the Exchange Notes

With respect to resales of exchange notes, based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties, we believe that a holder or other person who receives exchange notes, whether or not the person is the holder, other than a person that is our affiliate within the meaning of Rule 405 under the Securities Act, in exchange for outstanding notes in the ordinary course of its business and who is not participating, does not intend to participate, and has no arrangement or understanding with any person to participate, in the distribution of the exchange notes, will be allowed to resell the exchange notes to the public without further registration under the Securities Act and without delivering to the purchasers of the exchange notes a prospectus that satisfies the requirements of Section 10 of the Securities Act. However, if any holder acquires exchange notes in the exchange offer for the purpose of distributing or participating in a distribution of the exchange notes, the holder cannot rely on the position of the staff of the SEC expressed in the no-action letters or any similar interpretive letters, and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, unless an exemption from registration is otherwise available. Further, each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the outstanding notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes.

DESCRIPTION OF EXCHANGE NOTES

The exchange notes of each series will be issued as a series of senior debt securities under an indenture, dated as of June 30, 1993, as supplemented, which we refer to as the “indenture,” between Detroit Edison and J.P. Morgan Trust Company, National Association, as successor trustee. We refer to J.P. Morgan Trust Company, National Association, or any successor or additional trustee, in its capacity as trustee under the indenture, as the “indenture trustee.”

The exchange notes of each series will be limited in aggregate principal amount initially to $200,000,000. We may, without the consent of the holders, reopen either or both series of exchange notes to increase such principal amount in the future, on the same terms and conditions and with the same CUSIP numbers as the exchange notes being offered hereby, subject to compliance with any limitations on our ability to issue mortgage bonds securing such additional notes.

Until the release date (as defined below), each series of exchange notes will be secured by a related series of mortgage bonds issued under our mortgage and delivered by us to the indenture trustee. See “— Provisions Applicable to Mortgage — Security and Priority” below. On the release date, the related series of mortgage bonds will no longer secure the exchange notes, and the exchange notes, together with all other notes secured by mortgage bonds subject to the release provisions, will, at our option, either become unsecured general obligations of Detroit Edison, ranking equally with all of Detroit Edison’s other unsecured senior indebtedness, or be secured by substitute mortgage bonds issued under a mortgage indenture other than the mortgage.

Other than as described below under “— Provisions Applicable to Mortgage — Issuance of Additional Mortgage Bonds” with respect to limitations on the issuance of mortgage bonds, neither the indenture nor the mortgage limits our ability to incur indebtedness. In addition, neither the indenture nor the mortgage affords noteholders protection in the event of a decline in our credit quality or if we are involved in a takeover, recapitalization or highly leveraged or similar transaction. Accordingly, we could in the future enter into transactions that could increase the amount of indebtedness outstanding at that time or otherwise affect our capital structure or credit rating.

Each series of exchange notes will be in denominations of $1,000 and any integral multiple thereof. We will initially issue the exchange notes in the form of global securities (“Global Notes”), deposited with and registered in the name of The Depository Trust Company, as depositary, which we refer to as “DTC,” or its nominee. Except as described below, interests in the exchange notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants. See “— Book-Entry Securities.”

Interest and Principal

Each exchange note will accrue interest at the rate set forth on the cover page of this prospectus from the last date as to which interest was paid on the outstanding note surrendered in exchange or, if no interest has been paid on that note, from the original issue date of the outstanding notes. We will pay interest in arrears on February 15 and August 15 of each year, beginning August 15, 2005. Interest will be paid to the person in whose name the applicable exchange note is registered at the close of business on the date (whether or not such day is a business day) fifteen calendar days immediately preceding the applicable interest payment date. The amount of interest payable will be computed on the basis of a 360-day year of twelve 30-day months.

The entire principal amount of the 4.80% senior exchange notes and 5.45% senior exchange notes will mature and become due and payable, together with any accrued and unpaid interest thereon, February 15, 2015 and February 15, 2035, respectively. The exchange notes are redeemable at the option of Detroit Edison as described below under “— Redemption — Optional Redemption.”

“Business day” means any day other than a day on which banking institutions in the State of New York or the State of Michigan are authorized or obligated pursuant to law or executive order to close. In the event that any interest payment date, redemption date or maturity date is not a business day, then the required payment of principal, premium, if any, and interest will be made on the next succeeding day that is a business day (and without any interest or other payment in respect of any such delay).

Registration, Transfer and Exchange

Except as described under “— Book-Entry Securities,” owners of beneficial interests in a Global Note will not be entitled to have exchange notes registered in their names, will not receive or be entitled to receive physical delivery of any such exchange note and will not be considered the registered holder thereof under the indenture. Settlement and secondary trading in the exchange notes will be in same-day funds.

The exchange notes of each series will be exchangeable for other notes of the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount and stated maturity (as defined in the indenture). The exchange notes may be presented for registration of transfer (with the form of transfer endorsed thereon duly executed), at the office of the indenture trustee or at the office of any transfer agent designated by Detroit Edison for such purpose, without service charge but upon payment of any taxes and other governmental charges as described in the indenture. Such transfer or exchange will be effected upon the books of the indenture trustee or such transfer agent, as the case may be, being satisfied with the documents of title and identity of the person making the request.

We will not be required (i) to issue, register the transfer of or exchange notes of any series during a period beginning at the opening of business 15 days before any selection of notes of that series to be redeemed and ending at the close of business on the day of the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any such note so selected for redemption, in whole or in part, except the unredeemed portion of any note being redeemed in part.

Payment; Default on Interest Payments

The principal of, and premium, if any, and the interest on the each series of exchange notes shall be payable at the office or agency of Detroit Edison maintained for that purpose in the Borough of Manhattan, the City of New York, in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of Detroit Edison by check mailed to the registered holder at the close of business on the regular record date at such address as shall appear in the security register.

However, if we default in paying interest on a series of exchange notes, we will pay defaulted interest in either of the two following ways:


	(i) We will first propose to the indenture trustee a payment date for such defaulted interest and we will deposit with the paying agent an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest. Next, the indenture trustee will choose a special record date for determining which holders are entitled to the payment. The special record date will be 10 days before the payment date we propose. Finally, the paying agent will pay such defaulted interest on the payment date to the holder of the debt security as of the close of business on the special record date.

	(ii) Alternatively, we can propose to the indenture trustee any other lawful manner of payment that is consistent with the requirements to any securities exchange on which such debt securities are listed for trading. If the indenture trustee thinks the proposal is practicable, payment will be made as proposed.

Redemption


	*Optional Redemption*

The exchange notes of each series may be redeemed at our option, in whole at any time or in part from time to time. The optional redemption price for each series will be equal to the greater of:


	•	100% of the principal amount of the exchange notes of such series being redeemed on the redemption date; and

	•	the sum of the present values of the remaining scheduled payments of principal and interest on the exchange notes of such series being redeemed on that redemption date (not including any portion of any payments of interest accrued to the redemption date) until stated maturity discounted to the

redemption date on a semiannual basis at the Adjusted Treasury Rate (as defined below) plus 15 basis points in the case of 4.80% senior exchange notes and 20 basis points in the case of 5.45% senior exchange notes, in each case, as determined by the Reference Treasury Dealer (as defined below);

plus, in each case, accrued and unpaid interest thereon to the redemption date. Notwithstanding the foregoing, installments of interest on exchange notes that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date according to the exchange notes and the indenture. The redemption price will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

If notice has been given as provided in the indenture and funds for the redemption of any exchange notes called for redemption have been made available on the redemption date, such exchange notes will cease to bear interest on the date fixed for redemption. Thereafter, the only right of the holders of such exchange notes will be to receive payment of the redemption price.

Notice of any optional redemption will be given to holders at their addresses, as shown in the security register for such exchange notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the redemption price and the principal amount of the exchange notes held by such holder to be redeemed.

We will notify the indenture trustee at least 60 days prior to giving notice of redemption (or such shorter period as is satisfactory to the trustee) of the aggregate principal amount of exchange notes to be redeemed and their redemption date. If less than all of the notes of a series are to be redeemed, the indenture trustee shall select which notes are to be redeemed in a manner it deems to be fair and appropriate. If we elect to redeem all or a portion of the exchange notes, that redemption will be conditional upon receipt by the paying agent or the indenture trustee of monies sufficient to pay the redemption price.

“Adjusted Treasury Rate” means, with respect to any optional redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated on the third business day preceding the redemption date assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the exchange notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such exchange notes.

“Comparable Treasury Price” means, with respect to any optional redemption date, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the indenture trustee obtains fewer than two such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation.

“Reference Treasury Dealer” means (i) Barclays Capital Inc. and Citigroup Global Markets Inc. (or their affiliates which are Primary Treasury Dealers), and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), we will substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer(s) selected by the indenture trustee after consultation with us.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any optional redemption date, the average, as determined by the indenture trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the indenture trustee by such Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third business day preceding such redemption date.


	*Other Redemption*

There is no sinking fund for the exchange notes, nor are the exchange notes otherwise subject to mandatory redemption.

Security

Until the release date, each series of exchange notes will be secured by a series of mortgage bonds, as described below. Upon the issuance of the exchange notes, Detroit Edison will simultaneously issue and deliver to the indenture trustee, as security for each series of the exchange notes, a series of mortgage bonds, which we refer to as the related series of mortgage bonds, in an aggregate principal amount equal to the aggregate principal amount of the related series of notes, under the mortgage.

The related series of mortgage bonds will bear interest at times and in amounts sufficient to provide for the payment of interest on the related notes and also will be redeemed at times and in amounts that correspond to the required payments of principal of and any premium on the related notes. The mortgage bonds will be secured by a first mortgage lien on certain property owned by Detroit Edison and will rank on a parity with all other general and refunding mortgage bonds of Detroit Edison. See “— Provisions Applicable to Mortgage — Security and Priority.” As of December 31, 2004, Detroit Edison had outstanding approximately $2.8 billion aggregate principal amount of mortgage bonds.

Detroit Edison has agreed to issue the mortgage bonds in the name of the indenture trustee in its capacity as trustee under the indenture, and the indenture trustee has agreed to hold the mortgage bonds in such capacity under all circumstances and not transfer the mortgage bonds until the earlier of the release date or the prior retirement of the exchange notes through redemption, repurchase or otherwise. Payments that Detroit Edison makes on the exchange notes will satisfy its obligations with respect to corresponding payments due on the related series of mortgage bonds. See “— Provisions Applicable to Indenture — Satisfaction of Payment Obligations on the Mortgage Bonds.”

Provisions Applicable to Indenture


	*Satisfaction and Discharge*

Detroit Edison will be deemed to have paid and discharged the indebtedness on all the notes of a series and the indenture trustee will execute instruments acknowledging the satisfaction and discharge of such indebtedness and, if applicable, will pay, or assign or transfer and deliver to Detroit Edison the related mortgage bonds issued in connection with the notes of such series if:


	•	Detroit Edison has deposited or caused to be deposited with the indenture trustee an amount sufficient to pay and discharge the entire indebtedness on all outstanding notes of such series for principal (and premium, if any) and interest to the stated maturity or any redemption date, as the case may be; or Detroit Edison has deposited or caused to be deposited with the indenture trustee such amount of direct noncallable obligations of, or noncallable obligations the payment of principal of and interest on which is fully guaranteed by, the United States of America maturing as to principal and interest in such amounts and at such times as will, without consideration of any reinvestment thereof, be sufficient to pay and discharge the entire indebtedness on all outstanding notes of such series for principal (and premium, if any) and interest to the stated maturity or any redemption date, as the case may be;

	•	after giving effect to the satisfaction and discharge of the notes and to the release from the lien of the indenture of the mortgage bonds related to such notes and designated by us for such release, the aggregate principal amount of the mortgage bonds relating to all outstanding debt securities shall not be less than the aggregate principal amount of (and premium, if any) all outstanding debt securities of all such other series;

	•	Detroit Edison has paid or caused to be paid all other sums payable with respect to the notes of such series; and


	•	All other conditions specified with respect to the discharge of the notes of such series have been satisfied.


	*Events of Default*

Any one of the following events will constitute an event of default under the indenture with respect to the notes of any series:


	•	failure to pay any interest on any note of that series when due, continued for 30 days;

	•	failure to pay principal of (or premium, if any) on the notes of that series when due;

	•	failure to comply with the provisions of the pledged mortgage bonds as set forth in the indenture;

	•	failure to perform or breach of any other covenant or warranty of Detroit Edison in the indenture (other than a covenant or warranty included in the indenture solely for the benefit of a series of securities other than such notes), continued for 60 days after written notice as provided in the indenture;

	•	certain events of bankruptcy, insolvency or reorganization involving Detroit Edison; and

	•	the occurrence of an “event of default” as such term is defined in the mortgage.

If an event of default with respect to a series of notes occurs and is continuing, either the indenture trustee or the holders of at least 25% in aggregate principal amount of the outstanding notes of such series, by notice as provided in the indenture, may declare the principal amount of such notes to be due and payable immediately. At any time after a declaration of acceleration has been made, but before a judgment or decree for payment of money has been obtained by the indenture trustee, and subject to applicable law and certain other provisions of the indenture, the holders of a majority in aggregate principal amount of the notes of such series may, under certain circumstances, rescind and annul such acceleration.

The indenture provides that within 90 days after the occurrence of any event of default thereunder with respect to the notes of such series, the indenture trustee shall transmit, in the manner set forth in the indenture, notice of such event of default to the holders of the notes of such series unless such event of default has been cured or waived; provided, however, that except in the case of a default in the payment of the principal of (or premium, if any) or interest on any note of such series, the indenture trustee may withhold such notice if and so long as the board of directors, the executive committee or a trust committee of directors or responsible officers of the indenture trustee has in good faith determined that the withholding of such notice is in the interest of the holders of notes of such series.

If an event of default occurs and is continuing with respect to a series of notes, the indenture trustee may in its discretion proceed to protect and enforce its rights and the rights of the holders of notes of such series by all appropriate judicial proceedings.

The indenture provides that, subject to the duty of the indenture trustee during any default to act with the required standard of care, the indenture trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders of notes, unless such holders shall have offered to the indenture trustee reasonable indemnity. Subject to such provisions for the indemnification of the indenture trustee, and subject to applicable law and certain other provisions of the indenture, the holders of a majority in aggregate principal amount of the outstanding notes of a series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the indenture trustee, or exercising any trust or power conferred on the indenture trustee, with respect to the notes of such series.

In addition, the indenture provides that no holder of any note will have any right to institute any proceeding judicial or otherwise, with respect to the indenture for the appointment of a receiver or for any other remedy thereunder unless:


	•	that holder has previously given the indenture trustee written notice of a continuing event of default;

	•	the holders of at least 25% in aggregate principal amount of the outstanding notes of that series have made written request to the indenture trustee to institute proceedings in respect of that event of default and have offered the indenture trustee reasonable indemnity against costs and liabilities incurred in complying with such request; and

	•	for 60 days after receipt of notice, the indenture trustee has failed to institute any such proceeding and no direction inconsistent with such request has been given to the indenture trustee during such 60-day period by the holders of a majority in aggregate principal amount of outstanding notes of that series.

Furthermore, no holder will be entitled to institute any such action if and to the extent that such action would disturb or prejudice the rights of other holders. However, each holder has an absolute and unconditional right to receive payment when due and to bring a suit to enforce that right.


	*Modification and Waiver*

We and the indenture trustee may, without the consent of the holders, modify provisions of the indenture for certain purposes, including:


	•	evidencing the succession of another entity to the company;

	•	adding one or more covenants of the company for the benefit of the holders of all or any series of securities, or surrendering any right or power conferred upon the company with respect to all or any series of securities;

	•	adding any additional events of default for all or any series of the securities;

	•	providing for the issuance of bearer securities;

	•	establishing the form or terms of securities of any series or any related coupons;

	•	evidencing and providing for the acceptance of appointment of a separate or successor indenture trustee;

	•	curing any ambiguity, correcting or supplementing any provision which may be inconsistent with any other provision of the indenture so long as such provisions do not adversely affect the interests of the holders in any material respect;

	•	modifying, eliminating or adding to the provisions of the indenture to such extent to qualify the indenture under the Trust Indenture Act;

	•	adding, deleting from or revising the conditions, limitations and restrictions on the authorized amount, terms or purposes of the issue, authentication and delivery of the securities;

	•	modifying, eliminating or adding to the provisions of any security to allow for such security to be held in certificated form; or

	•	otherwise modifying, deleting or adding any provisions of the indenture that will become effective only with respect to securities issued thereafter.

We and the indenture trustee may modify certain other provisions of the indenture with the consent of the holders of not less than a majority in aggregate principal amount of the notes of each series affected by the modification; provided, however, that no such modification or amendment may, without the consent of the holder of each note affected thereby:


	•	change the stated maturity of the principal of, or any installment of principal of or interest on, any notes;


	•	reduce the principal amount of, or premium or interest on, any notes;

	•	change the place of payment, coin or currency in which any notes or any premium or any interest thereon is payable;

	•	impair the right to institute suit for the enforcement of any payment on or after the stated maturity of any notes (or, in the case of redemption, on or after the redemption date);

	•	reduce the percentage in principal amount of the outstanding notes, the consent of whose holders is required in order to take certain actions;

	•	change any obligation of Detroit Edison to maintain an office or agency for payment on the notes;

	•	modify or change any of the provisions in the indenture with respect to the mortgage or any of the provisions of the mortgage or the mortgage bonds in a manner adverse to the holders of the notes affected thereby; or

	•	modify any of the above provisions.

The holders of at least 66 ² / 3 % in aggregate principal amount of notes of any series may, on behalf of the holders of all notes of that series, waive compliance by Detroit Edison with certain restrictive provisions of the indenture. The holders of not less than a majority in aggregate principal amount of notes of any series may, on behalf of all holders of notes of that series, waive any past default and its consequences under the indenture with respect to the notes of that series, except a default (i) in the payment of principal of (or premium, if any) or any interest on any note of that series, or (ii) in respect of a covenant or provision of the indenture that cannot be modified or amended without the consent of the holder of each note of that series.


	*Consolidation, Merger and Sale of Assets*

Detroit Edison may, without the consent of the holders of the notes, consolidate with or merge into, or convey, transfer or lease its properties and assets substantially as an entirety to any person that is a corporation, partnership or trust organized and validly existing under the laws of any domestic jurisdiction, or may permit any such person to consolidate with or merge into Detroit Edison or convey, transfer or lease its properties and assets substantially as an entirety to Detroit Edison, provided that any successor person assumes Detroit Edison’s obligations on the notes and under the indenture, that after giving effect to the transaction no event of default, and no event which, after notice or lapse of time or both, would become an event of default, shall have occurred and be continuing, and that certain other conditions are met. In the case of any such transaction in which Detroit Edison is not the surviving successor, except in the case of a lease, Detroit Edison will be relieved of its obligations under the notes and the indenture.


	*Satisfaction of Payment Obligations on the Mortgage Bonds*

The indenture provides that the obligation of Detroit Edison to make any payment of the principal of or interest on any related series of mortgage bonds will be deemed to have been satisfied and discharged to the extent that at the time any such payment shall be due, the then due principal of or interest on the related series of notes, shall have been paid, deemed to have been paid or otherwise satisfied and discharged. In addition, such obligation to make any payment of the principal of or interest on the mortgage bonds at any time will be deemed to have been satisfied and discharged to the extent that the amount of Detroit Edison’s obligation to make any payment of the principal of or interest on such mortgage bonds exceeds the obligation of Detroit Edison at that time to make any payment of the principal of or interest on the related series of notes.


	*Redemption of Mortgage Bonds*

Detroit Edison agrees in the indenture that upon the required payment of principal (or premium, if any), becoming due and payable with respect to a series of notes, it will redeem the related series of mortgage bonds in an aggregate principal amount equal to the amount becoming due and payable on such notes, plus accrued interest; provided, however, that Detroit Edison’s obligation to redeem such mortgage bonds will be fully or partially deemed to have been satisfied and discharged to the extent that at the time any such payment shall be

due, the then due aggregate principal amount of the related series notes, plus the aggregate amount of any premium on, or accrued interest to the redemption date for, such notes shall have been fully or partially paid, deemed to have been paid or otherwise satisfied and discharged. Except for such redemption, Detroit Edison covenants that it will not redeem the mortgage bonds or take any action that will result in the mortgage trustee or Detroit Edison incurring an obligation to redeem the mortgage bonds.


	*Voting of Mortgage Bonds*

The indenture provides that the indenture trustee will, as holder of the mortgage bonds delivered as the basis for the issuance of notes, attend such meetings of bondholders under the related mortgage, or deliver its proxy in connection therewith, as relates to matters with respect to which it, as such holder, is entitled to vote or consent. The indenture provides that, so long as no event of default as defined in the indenture has occurred and is continuing, the indenture trustee will, as holder of such mortgage bonds, vote or consent in favor of any amendments or modifications to the mortgage except that the indenture trustee will not vote on amendments or modifications correlative to any amendments or modifications of the indenture that would require the consent of holders of securities of any series without the prior written consent that would be required for such amendment or modification to the indenture.


	*Release Date*

The “release date” means the date as of which all mortgage bonds, other than the mortgage bonds subject to the release provisions described herein, including the related series of mortgage bonds, and other than outstanding mortgage bonds which do not in aggregate principal amount exceed the greater of 5% of our Net Tangible Assets (as defined below under “— Covenants”) or 5% of our Capitalization (as defined below under “— Covenants”), have been retired through payment, redemption or otherwise. On the release date, Detroit Edison will retire the related series of mortgage bonds and all other mortgage bonds subject to the release provisions, and thereafter will not issue any additional mortgage bonds under the mortgage. Detroit Edison will be required to give notice to the holders of the notes of the occurrence of the release date.

On the release date, the related series of mortgage bonds will no longer secure the exchange notes, and the exchange notes, together with all other notes secured by mortgage bonds subject to the release provisions, will, at Detroit Edison’s option, either become unsecured general obligations of Detroit Edison, ranking equally with all of Detroit Edison’s other unsecured senior indebtedness, or be secured by substitute mortgage bonds issued under a mortgage indenture other than the mortgage, which we refer to as the substitute mortgage. If Detroit Edison does not elect to have the notes become unsecured on the release date, Detroit Edison will simultaneously issue and deliver to the indenture trustee, as security for such notes, substitute mortgage bonds. The interest rate, interest payment dates, method of paying interest, stated maturity date and redemption provisions of each series of substitute mortgage bonds will be identical to those of the related series of notes, and the substitute mortgage bonds will be issued in the same aggregate principal amount as the related series of notes then outstanding. The indenture does not specify the type or value of property to be covered by the substitute mortgage or the priority of the lien thereof on such property or limit the amount of substitute mortgage bonds that can be issued thereunder. As a result, it is possible that on and after the release date, the substitute mortgage bonds securing the notes would have neither the benefit of a first mortgage lien on the operating properties of Detroit Edison nor the benefit of the limitation on liens covenant described herein. In addition, until all mortgage bonds issued under the mortgage are no longer outstanding and the mortgage is terminated, the lien securing the substitute mortgage bonds would be subject to the prior lien of the mortgage.

In the event that Detroit Edison elects to have the applicable notes become unsecured on the release date, Detroit Edison’s ability to create, assume or incur certain liens or to enter into certain financing transactions will be restricted. See “— Covenants” below. In addition, on and after the release date, the occurrence of an “event of default,” as such term is defined in the mortgage, will no longer constitute an event of default under the indenture with respect to the notes. See “— Provisions Applicable to Indenture — Events of Default.” If the applicable notes are secured by substitute mortgage bonds, then the occurrence of a

“default,” as such term shall be defined in the substitute mortgage, will constitute an event of default under the indenture.

As of December 31, 2004, other than the related series of mortgage bonds to be issued to secure the exchange notes offered hereby (but including the series of mortgage bonds securing the outstanding notes subject to the exchange offer), we had outstanding $1.99 billion of mortgage bonds that were issued as security for our senior notes, and are subject to the release provisions. We may, in the future, issue additional notes or other series of debt securities secured by mortgage bonds subject to the release provisions, as well as other debt securities or mortgage bonds. As of December 31, 2004, we had outstanding mortgage bonds not subject to these release provisions in an aggregate principal amount equal to approximately $1.23 billion, or 13.3% of our Net Tangible Assets and 20.8% of our Capitalization, of which approximately $523 million aggregate principal amount will not mature or be subject to redemption at our option prior to September 2011. Therefore, the release date is not expected to occur before September 2011, unless we repurchase, prior to their stated maturity, all of our outstanding mortgage bonds, other than mortgage bonds subject to the release provisions, including the related series of mortgage bonds, and other than outstanding mortgage bonds which do not in aggregate principal amount exceed the greater of 5% of our Net Tangible Assets or 5% of our Capitalization.

In addition, Detroit Edison may discharge and defease its obligations under the notes as described under “— Provisions Applicable to Indenture — Satisfaction and Discharge.” Upon compliance by Detroit Edison with the conditions to discharge and defeasance of the notes, the notes would no longer be secured by the related series of mortgage bonds. In addition to satisfying the conditions for defeasance, as a condition to discharge and defeasance of such notes, Detroit Edison must deliver to the indenture trustee an opinion of counsel to the effect that the holders of the notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the defeasance had not occurred, and the opinion of counsel must refer to and be based upon a letter ruling of the Internal Revenue Service received by Detroit Edison, a Revenue Ruling published by the Internal Revenue Service or a change in applicable U.S. federal income tax law occurring after the date of the supplemental indenture relating to the notes.


	*Covenants*

The indenture contains covenants that, among other things, limit our ability to incur certain liens or engage in certain sale-leaseback transactions on or after the release date, unless substitute mortgage bonds are issued to secure the notes.

As used in this prospectus, the following terms have the meanings indicated:


	“Capitalization” means the total of all the following items appearing on, or included in, our consolidated balance sheet: (i) liabilities for indebtedness maturing more than 12 months from the date of determination and (ii) common stock, common stock expense, accumulated other comprehensive income or loss, preferred stock, preference stock, premium on capital stock and retained earnings (however the foregoing may be designated), less, to the extent not otherwise deducted, the cost of shares of our capital stock held in our treasury, if any. Capitalization shall be determined in accordance with generally accepted accounting principles and practices applicable to the type of business in which we are engaged and may be determined as of a date not more than 60 days prior to the happening of the event for which the determination is being made.

	“Debt” means any outstanding debt for money borrowed evidenced by notes, debentures, bonds or other securities, or guarantees of any debt.

	“Net Tangible Assets” means the amount shown as total assets on our consolidated balance sheet, less (i) intangible assets including, but without limitation, such items as goodwill, trademarks, trade names, patents, unamortized debt discount and expense and other regulatory assets carried as an asset on our consolidated balance sheet and (ii) appropriate adjustments, if any, on account of minority interests. Net Tangible Assets shall be determined in accordance with generally accepted accounting principles and

practices applicable to the type of business in which we are engaged and may be determined as of a date not more than 60 days prior to the happening of the event for which such determination is being made.

      “Operating Property” means (i) any interest in real property we own and (ii) any asset we own that is depreciable in accordance with generally accepted accounting principles, excluding, in either case, any interest of ours as lessee under any lease (except for a lease that results from a Sale and Lease-Back Transaction) which has been or would be capitalized on the books of the lessee in accordance with generally accepted accounting principles.

      “Sale and Lease-Back Transaction” means any arrangement with any person providing for the leasing to us of any Operating Property (except for leases for a term, including any renewal or potential renewal, of not more than 48 months), which Operating Property has been or is to be sold or transferred by us to the person; provided, however, Sale and Lease-Back Transaction shall not include any arrangement first entered into prior to the date of the supplemental indenture relating to the notes and shall not include any transaction pursuant to which we sell Operating Property to, and thereafter purchase energy or services from, any entity, which transaction is ordered or authorized by any regulatory authority having jurisdiction over us or our operations or is entered into pursuant to any plan or program of industry restructuring ordered or authorized by any such regulatory authority.

      “Value” means, with respect to a Sale and Lease-Back Transaction, as of any particular time, the amount equal to the greater of (i) our net proceeds from the sale or transfer of the property leased pursuant to the Sale and Lease-Back Transaction or (ii) the net book value of the property, as determined by us in accordance with generally accepted accounting principles at the time of entering into the Sale and Lease-Back Transaction, in either case multiplied by a fraction, the numerator of which shall be equal to the number of full years of the term of the lease that is part of the Sale and Lease-Back Transaction remaining at the time of determination and the denominator of which shall be equal to the number of full years of the term, without regard, in any case, to any renewal or extension options contained in the lease.


	*Limitations on Liens*

The indenture provides that, from and after the release date, unless substitute mortgage bonds are issued to secure the notes, so long as any notes are outstanding, we may not issue, assume, guarantee (including any contingent obligation to purchase) or permit to exist any Debt that is secured by any mortgage, security interest, pledge or lien (“Lien”) of or upon Operating Property owned by us, whether owned at the release date or subsequently acquired, without effectively securing the notes (together with, if we shall so determine, any other indebtedness of ours ranking equally with the notes) equally and ratably with the Debt (but only so long as the Debt is so secured).

The foregoing restriction will not apply to:


	•	Liens on any Operating Property existing at the time of its acquisition and not created in contemplation of the acquisition;

	•	Liens on Operating Property of a corporation existing at the time the corporation is merged into or consolidated with us, or at the time the corporation disposes of substantially all of its properties (or those of a division) to us, provided that the Lien is not extended to property owned by us immediately prior to the merger, consolidation or other disposition and is not created in contemplation of the merger, consolidation or other disposition;

	•	Liens on Operating Property to secure the cost of acquisition, construction, development or substantial repair, alteration or improvement of such property or to secure indebtedness incurred to provide funds for any of these purposes or for reimbursement of funds previously expended for any of these purposes, provided the Liens are created or assumed contemporaneously with, or within 18 months after, the acquisition or the completion of substantial repair or alteration, construction, development or substantial improvement or within 6 months thereafter pursuant to a commitment for financing arranged with a lender or investor within such 18-month period;


	•	Liens in favor of the United States or any state or any department, agency or instrumentality or political subdivision of the United States or any state, or for the benefit of holders of securities issued by any of these entities, to secure any Debt incurred for the purpose of financing all or any part of the purchase price or the cost of substantially repairing or altering, constructing, developing or substantially improving our Operating Property; or

	•	Any extension, renewal or replacement (or successive extensions, renewals, or replacements), in whole or in part, of any Lien referred to in the exceptions listed above, provided, however , that the principal amount of Debt secured thereby and not otherwise authorized by those exceptions listed above shall not exceed the principal amount of Debt, plus any premium or fee payable in connection with any such extension, renewal or replacement, so secured at the time of such extension, renewal or replacement.

Notwithstanding the foregoing restrictions, we may issue, assume or guarantee Debt secured by a Lien which would otherwise be subject to the foregoing restrictions up to an aggregate amount which, together with all other of our secured Debt (not including secured Debt permitted under any of the foregoing exceptions) and the Value of Sale and Lease-Back Transactions existing at such time (other than Sale and Lease-Back Transactions the proceeds of which have been applied to the retirement of certain indebtedness, Sale and Lease-Back Transactions in which the property involved would have been permitted to be subjected to a Lien under any of the foregoing exceptions, and Sale and Lease-Back Transactions that are permitted by the first sentence of “— Limitations on Sale and Lease-Back Transactions” below), does not exceed the greater of 10% of our Net Tangible Assets or 10% of our Capitalization. The foregoing restrictions do not limit our ability to place Liens on (i) the capital stock of any of our subsidiaries or (ii) the assets of any of our subsidiaries.


	*Limitations on Sale and Lease-Back Transactions*

The indenture provides that so long as the notes are outstanding from and after the release date, unless substitute mortgage bonds are issued to secure the notes, we may not enter into or permit to exist any Sale and Lease-Back Transaction with respect to any Operating Property (except for leases for a term, including any renewal or potential renewal, of not more than 48 months), if the purchaser’s commitment is obtained more than 18 months after the later of the completion of the acquisition, construction or development of the Operating Property or the placing in operation of the Operating Property or of the Operating Property as constructed or developed or substantially repaired, altered or improved. This restriction will not apply if (i) we would be entitled pursuant to any of the provisions listed as exceptions to the restriction applicable to “— Limitations on Liens” above to issue, assume, guarantee or permit to exist Debt secured by a Lien on the Operating Property without equally and ratably securing the notes, (ii) after giving effect to the Sale and Lease-Back Transaction, we could incur pursuant to the provisions described in the last paragraph under “— Limitations on Liens,” at least $1.00 of additional Debt secured by liens (other than Liens permitted by clause (i)), or (iii) we apply within 180 days an amount equal to, in the case of a sale or transfer for cash, the net proceeds (not less than the fair value of the Operating Property so leased), and, otherwise, an amount equal to the fair value (as determined by our Board of Directors) of the Operating Property so leased to the retirement of notes or other debt of Detroit Edison ranking equally with the notes, subject to reduction for notes and the Debt retired during the 180-day period otherwise than pursuant to mandatory sinking fund or prepayment provisions and payments at stated maturity.


	*Surrender and Exchange of Mortgage Bonds*

The indenture trustee will surrender to the mortgage trustee for cancellation the mortgage bonds in an aggregate principal amount equal to the aggregate principal amount of any other mortgage bonds delivered to and pledged with the indenture trustee pursuant to the indenture in exchange therefor, provided that the mortgage bonds so delivered to and pledged with the indenture trustee contain no provisions that would impair the benefit of the lien of the mortgage in favor of the holders of the related secured notes.

Provisions Applicable to Mortgage

The general and refunding mortgage bonds, which we refer to as the “mortgage bonds,” will be issued under and secured by the mortgage and deed of trust, dated as of October 1, 1924, between Detroit Edison and J.P. Morgan Trust Company, National Association, as successor trustee, as amended and supplemented, which we refer to as the “mortgage.” We refer to J.P. Morgan Trust Company, National Association, or any successor or additional trustee, in its capacity as trustee under the mortgage, as the “mortgage trustee.”


	*Security and Priority*

Each related series of mortgage bonds will be secured by a first mortgage lien on certain property owned by Detroit Edison and will rank on a parity with Detroit Edison’s other first mortgage bonds. The mortgage is a first lien (subject only to excepted encumbrances as described in the mortgage) on a substantial portion of Detroit Edison’s properties and franchises and will (subject to the necessity for particular filings and recordings in the case of certain personal property) constitute a first lien on any such properties hereafter acquired by Detroit Edison, except that (i) after-acquired property will be subject to prior liens and encumbrances, if any, existing when acquired by Detroit Edison, (ii) the mortgage will not become a lien upon after-acquired real property in a new county until it has been duly filed and recorded, and (iii) the mortgage may not be effective as to property acquired subsequent to the filing of a bankruptcy proceeding with respect to Detroit Edison. The mortgage is not a lien on (a) equipment, materials or supplies purchased for resale or (b) securities or cash not specifically pledged and deposited with the mortgage trustee.

The mortgage bonds will rank equally as to security with all mortgage bonds of all other series outstanding under the mortgage except as provided in Section 3 of Article VI of the mortgage, the mortgage trustee may, when in possession during a default, apply any residue of collections to payment of principal of such mortgage bonds as are then due if all of the mortgage bonds have not become due.

Detroit Edison has good and marketable title to all properties standing of record in its name (which include all of those properties on which its principal plants, generating stations and substations are erected and on which its general office and service buildings are constructed and all other important parcels of real estate and improvements thereon, other than pollution control facilities standing in the names of certain municipalities that are being sold to Detroit Edison pursuant to installment sales contracts and the undivided ownership interest of the Michigan Public Power Agency in a portion of the Belle River Power Plant), subject to the lien of the mortgage and subject to minor exceptions, defects, irregularities and deficiencies that, in the opinion of Detroit Edison, do not materially impair the use of such property, and has adequate rights to maintain and operate such of its distribution facilities as are located on public or other property.


	*Issuance of Additional Mortgage Bonds*

Additional mortgage bonds may be issued under the mortgage on the basis of:


	•	60% of the cost or fair value to Detroit Edison (whichever is less) of property additions (as detailed below) that have not previously been taken into account for other purposes under the mortgage;

	•	retired bonds in the same principal amount that have not previously been taken into account for other purposes under the mortgage; and

	•	cash deposited with the mortgage trustee in the same amount.

Property additions include property, real and personal, used in the business of generating, transmitting or distributing electricity or gas, or power or heat by means of steam or hot water, and, with certain exceptions, located in the State of Michigan. Property additions do not include property acquired or constructed to keep the mortgaged property in working order or merely to replace obsolete or worn out property, except for the excess over the original cost.

Bonds may not be issued on the basis of property additions or deposited cash unless earnings of Detroit Edison (after all operating expenses including all taxes, but excluding depreciation and interest charges) available for interest and reserves, including depreciation, for any consecutive twelve-month period within the

immediately preceding fifteen months shall have been at least one and three-quarters times the annual interest charges on all mortgage bonds then outstanding under the mortgage, all mortgage bonds then applied for, all prior lien bonds if there are any outstanding and any other indebtedness secured by a lien superior to the mortgage on any portion of the trust estate.

At December 31, 2004, we could have issued approximately $4.9 billion of mortgage bonds on the basis of property additions, assuming an interest rate of 5.0% for purposes of the earnings test, and approximately $1.84 billion of mortgage bonds on the basis of mortgage bond retirements.

Cash deposited with the mortgage trustee as the basis for the issuance of additional mortgage bonds may be withdrawn by Detroit Edison up to an amount equal to the aggregate principal amount of mortgage bonds to the authentication and delivery of which Detroit Edison shall have become entitled on the basis of property additions, or equal to the aggregate principal amount of mortgage bonds theretofore authenticated and delivered under the mortgage which are delivered to the mortgage trustee for cancellation.


	*Release of Property*

Detroit Edison may, in the ordinary course of business, use and consume materials and equipment and may alter, repair, replace, change location or position of and add to plants, buildings, machinery and other fixtures without notice to the mortgage bondholders. Leases and contracts may be entered into, terminated or altered, and materials, equipment and supplies may be sold, exchanged or otherwise disposed of, free from the lien of the mortgage, all in the ordinary course of business. Detroit Edison may also surrender or modify its franchises or sell or exchange any other part of its property upon compliance with the mortgage requirements, including, without limitation, the delivery to the mortgage trustee of cash in an amount or retired bonds in a principal amount, and/or the certification to the mortgage trustee of property additions having a fair value, equal in the aggregate to the fair value of the property to be released. The mortgage trustee is required to report annually to the mortgage bondholders with respect to any release, or release and substitution of property.

Cash deposited with the mortgage trustee in connection with the release of property may, among other things, be paid over to Detroit Edison in an amount equal to the amount of property additions, on the principal amount of retired bonds, certified for this purpose.


	*Consolidation, Merger and Sale of Assets*

Detroit Edison may, without the consent of the holders of the notes, consolidate or merge with or into, or convey or lease substantially all the properties subject to the mortgage as an entirety to, any corporation lawfully entitled to acquire and operate the same, or may permit any such corporation to consolidate or merge with or into Detroit Edison, or convey, transfer or lease substantially all the properties subject to the mortgage as an entirety to Detroit Edison, provided that any successor corporation assumes Detroit Edison’s obligations on the mortgage bonds and under the mortgage; provided, however, that no such consolidation, merger, conveyance, or lease shall impair the lien and security of the mortgage or any of the rights and powers of the mortgage trustee or the bondholders thereunder, and provided that any such lease shall be made expressly subject to immediate termination by Detroit Edison or by the mortgage trustee at any time upon the happening of an event of default, and that certain other conditions are met.


	*Modification*

Detroit Edison and the mortgage trustee may modify the mortgage and the rights and obligations of Detroit Edison and of the mortgage bondholders with the consent of Detroit Edison and of the holders of 85% of the principal amount of mortgage bonds outstanding, provided that no such modification may permit any change in the terms of payment of principal or interest of any bond without the consent of the holder thereof, nor permit the creation of any lien ranking prior to or on parity with the lien of the mortgage with respect to any property mortgaged thereunder, nor reduce the percentage of mortgage bondholders necessary to consent to such modification.

The mortgage also provides that Detroit Edison and the mortgage trustee may enter into supplemental indentures, without the consent of the bondholders, for the purposes of:


	•	adding to the conditions, limitations and restrictions on the authentication and delivery of bonds under the mortgage;

	•	adding to the covenants and agreements of Detroit Edison;

	•	evidencing new series of bonds;

	•	evidencing the succession of another corporation to Detroit Edison;

	•	conveying, transferring, and assigning additional properties, securities, and franchises to the mortgage trustee;

	•	providing a sinking, amortization, improvement or other analogous fund for the purchase, redemption or other retirement of any bonds; or

	•	curing any ambiguities, or curing, correcting or supplementing any defect or inconsistent provision contained in the mortgage as supplemented.

The mortgage also provides that any supplemental indenture shall, insofar as may be required by the provisions of the Trust Indenture Act of 1939 as then in effect, comply with the provisions of that Act.


	*Events of Default and Remedies*

The following events of default are applicable to the mortgage bonds:


	•	failure to pay interest when due on the mortgage bonds, continued for 90 days;

	•	failure to pay principal of the mortgage bonds when due;

	•	failure to pay interest on outstanding underlying or prior lien bonds when due, continued for 90 days;

	•	failure to pay principal of outstanding underlying or prior lien bonds when due;

	•	failure to perform or observe covenants, agreements or conditions contained in the mortgage, continued for 90 days after notice of default; and

	•	insolvency or adjudication of bankruptcy or appointment of a receiver not removed or discharged within 90 days.

If an event of default under the mortgage occurs and is continuing, the mortgage trustee may, and the holders of at least 25% in principal amount of outstanding mortgage bonds may, and upon the request of the holders of at least a majority in principal amount of outstanding mortgage bonds the mortgage trustee will, by notice as provided in the mortgage, declare the principal of all outstanding mortgage bonds, together with accrued interest thereon, to be immediately due and payable. If, at any time after any such declaration of acceleration, and before any sale of the trust estate has been made, all arrears of interest have been paid and all other defaults, if any, have been remedied or secured, then the holders of a majority in principal amount of outstanding mortgage bonds may, by notice as provided in the mortgage, waive such default and its consequences and rescind such declaration, but no such waiver will extend to any subsequent default.

If an event of default occurs and is continuing, the mortgage trustee may:


	•	take possession of the trust estate and hold, use, operate, manage and control the same;

	•	sell the trust estate; and

	•	enforce its rights and the rights of the mortgage bondholders by appropriate judicial proceeding at law or in equity.

The holders of a majority in aggregate principal amount of outstanding mortgage bonds have the right to direct the method and place of conducting all proceedings for the sale of the trust estate, foreclosure or

appointment of a receiver or other proceedings under the mortgage. The holders of not less than a majority in aggregate principal amount, upon providing reasonable security and indemnity to the mortgage trustee, can require the mortgage trustee to take action toward the execution or enforcement of the trusts created by the mortgage.

No holder of any mortgage bond will have the right to institute any proceeding for the foreclosure of the mortgage or for the enforcement of any other remedy under the mortgage unless:


	•	such holder has previously given the mortgage trustee notice of default;

	•	the holders of 25% in aggregate principal amount of outstanding mortgage bonds have requested the mortgage trustee, and afforded it a reasonable opportunity, to institute such proceeding in its own name;

	•	such holder or holders have offered the mortgage trustee adequate security and indemnity against costs, expenses and liabilities; and

	•	the mortgage trustee has refused or neglected to comply with such request within a reasonable time.

No holder of mortgage bonds will have any right in any manner to affect, disturb or prejudice the lien of the mortgage.

Nothing in the mortgage, however, will affect or impair the right of any bondholder, which is absolute and unconditional, to enforce payment of the principal and interest of his bonds.

The laws of the various states in which the trust estate is located may limit or deny the ability of the mortgage trustee to enforce certain rights and remedies provided in the mortgage in accordance with their terms.


	*Evidence of Compliance*

Detroit Edison is required to furnish to the mortgage trustee an opinion of counsel as to recordation of the supplemental indenture for the related series of mortgage bonds and an annual opinion as to recording, filing, re-recording and re-filing of the mortgage and supplements thereto. Detroit Edison is also required to furnish to the mortgage trustee an annual certificate of its officers as to compliance with certain provisions of the mortgage.

Concerning the Trustees

J.P. Morgan Trust Company, National Association is the trustee under the indenture (as successor to Bank One Trust Company, National Association) and the trustee under the mortgage (as successor to Bank One, National Association). Affiliates of J.P. Morgan Trust Company, National Association act as lender for, and provide other banking, investment banking and other financial services to, Detroit Edison and its affiliates. The Trust Indenture Act contains limitations on the rights of J.P. Morgan Trust Company, National Association, in its capacity as indenture trustee and mortgage trustee, should it become a creditor of Detroit Edison, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. Each of the indenture trustee and the mortgage trustee is permitted to engage in other transactions with Detroit Edison and its subsidiaries from time to time, provided that if either such trustee acquires any conflicting interests it must eliminate such conflicts upon the occurrence of an event of default under the indenture or mortgage, as the case may be, or else resign.

Book-Entry Securities

The exchange notes of each series initially will be in the form of one or more Global Notes. Upon issuance, the Global Notes will be deposited with the trustee, as custodian for DTC, and registered in the name of DTC or its nominee, in each case for credit to the accounts of DTC’s direct participants and indirect participants (each as described below).

DTC may discontinue providing its services as securities depositary with respect to the exchange notes of either or both series at any time by giving reasonable notice to us. Under those circumstances, in the event that a successor securities depositary is not obtained, securities certificates will be printed and delivered to the holders of record. Additionally, we may decide to discontinue use of the system of book entry transfers through DTC (or a successor depositary) with respect to the exchange notes of either or both series. Upon receipt of a withdrawal request from us, DTC will notify its participants of the receipt of a withdrawal request from us reminding participants that they may utilize DTC’s withdrawal procedures if they wish to withdraw their securities from DTC, and DTC will process withdrawal requests submitted by participants in the ordinary course of business. To the extent that the book-entry system is discontinued, certificates for the applicable notes will be printed and delivered to the holders of record. We have no responsibility for the performance by DTC or its direct and indirect participants of their respective obligations as described in this prospectus or under the rules and procedures governing their respective operations. Payments of principal, premium, if any, and interest will be made to DTC in immediately available funds.


	*Depositary Procedures*

Portions of the following information concerning DTC and DTC’s book-entry only system have been obtained from sources that we believe to be reliable. We make no representation as to the accuracy of such information.

DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and provides asset servicing for over 2 million issues of U.S. and non-U.S. equity, corporate and municipal debt issues, and money market instrument from over 85 countries that DTC’s participants (“direct participants”) deposit with DTC. DTC also facilitates the post-trade settlement among direct participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between direct participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC, in turn, is owned by a number of direct participants of DTC and members of the National Securities Clearing Corporation Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation, as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly (“indirect participants”). DTC has Standard & Poor’s highest rating: AAA. The DTC rules applicable to its participants are on file with the SEC.

Purchases of securities under the DTC system must be made by or through direct participants, which will receive a credit for the securities on DTC’s records. The ownership interest of each actual purchaser of each securities (“beneficial owner”) is in turn to be recorded on the direct and indirect participants’ records. Beneficial owners will not receive written confirmation from DTC of their purchase. Beneficial owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct or indirect participant through which the beneficial owner entered into the transaction. Transfers of ownership interests in the securities are to be accomplished by entries made on the books of direct and indirect participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in securities, except in the event that use of the book-entry system for the securities is discontinued.

To facilitate subsequent transfers, all securities deposited by direct participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of securities with DTC and their registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge

of the actual beneficial owners of the securities; DTC’s records reflect only the identity of the direct participants to whose accounts such securities are credited, which may or may not be the beneficial owners. The direct and indirect participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices will be sent to DTC.

Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the securities unless authorized by a direct participant in accordance with DTC’s procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Detroit Edison as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those direct participants to whose accounts the securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, principal of and interest on the securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit direct participants’ accounts, upon DTC’s receipt of funds and corresponding detail information from Detroit Edison or its agent on payable date in accordance with their respective holdings shown on DTC’s records. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such participant and not of DTC (nor its nominee), agent or Detroit Edison, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, principal of and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Detroit Edison or its agent, disbursement of such payments to direct participants will be the responsibility of DTC, and disbursement of such payments to the beneficial owners will be the responsibility of direct and indirect participants.

RATINGS

Fitch Ratings has assigned each series of exchange notes a rating of A-. Such ratings reflect only the views of the ratings agency and do not constitute a recommendation to buy, sell or hold securities. In general, ratings address credit risk. Each rating should be evaluated independently of any other rating. An explanation of the significance of such ratings may be obtained only from Fitch Ratings at the following address: 1 State Street Plaza, New York, New York 10004. The security rating may be subject to revision or withdrawal at any time. Accordingly, there can be no assurance that such ratings will remain in effect for any period of time or that they will not be revised downward or withdrawn entirely by the rating agency if, in its judgment, circumstances warrant. Detroit Edison has not undertaken any responsibility to oppose any proposed downward revision or withdrawal of a rating on the exchange notes. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price of the exchange notes.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a general discussion of the material U.S. federal income and, for certain foreign persons, estate tax consequences of the exchange of outstanding notes for exchange notes and the ownership and disposition of the exchange notes. This discussion is for general information only and does not consider all aspects of U.S. federal income tax that may be relevant to the exchange of outstanding notes for exchange notes and the ownership and disposition of the exchange notes. This discussion also does not address the U.S. federal income tax consequences of ownership of exchange notes not held as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. federal income tax consequences to investors subject to special treatment under the U.S. federal income tax laws, such as:


	•	dealers in securities or foreign currency;

	•	traders in securities who elect to use a mark-to-market method of accounting;

	•	tax-exempt entities;

	•	banks and other financial institutions;

	•	thrifts;

	•	insurance companies;

	•	persons that hold the notes as part of a “straddle,” a “hedge” against currency risk or a “conversion transaction”;

	•	expatriates;

	•	U.S. holders (as defined below) that have a “functional currency” other than the U.S. dollar; and

	•	pass-through entities (e.g., partnerships) or investors who hold the notes through pass-through entities.

In addition, this discussion is limited to the U.S. federal income tax consequences to holders that purchased the outstanding notes for cash, at their original issue price, pursuant to the initial offering and that exchange such outstanding notes for exchange notes pursuant to this exchange. It does not describe any tax consequences arising out of the tax laws of any state, local or foreign jurisdiction.

This discussion is based upon the Code, regulations of the Treasury Department, Internal Revenue Service (“IRS”) rulings and pronouncements and judicial decisions now in effect, all of which are subject to change (possibly on a retroactive basis). We have not and will not seek any rulings or opinions from the IRS regarding the matters discussed below. There can be no assurance that the IRS will not take positions concerning the tax consequences of the exchange of outstanding notes for exchange notes or the ownership or disposition of the exchange notes which are different from those discussed below.

If you are considering exchanging outstanding notes for exchange notes, we urge you to consult your tax advisor about the particular federal, state, local and foreign tax consequences of the exchange of outstanding notes for exchange notes and the ownership and disposition of the exchange notes, and the application of the U.S. federal income tax laws to your particular situation.

Receipt of Exchange Notes

The exchange of outstanding notes for exchange notes should not be a taxable exchange. As a result:


	•	you should not recognize taxable gain or loss when you receive exchange notes in exchange for outstanding notes;

	•	your holding period for the exchange notes should include your holding period for the outstanding notes; and

	•	your basis in the exchange notes should equal your basis in the outstanding notes.

U.S. Holders

A “U.S. holder” is a beneficial owner of exchange notes that, for U.S. federal income tax purposes, is:


	•	a citizen or resident of the United States;

	•	a corporation or other entity taxable as a corporation created or organized under the laws of the United States, any of its states, or the District of Columbia;

	•	an estate the income of which is subject to U.S. federal income taxation regardless of its sources; or

	•	a trust if a U.S. court is able to exercise primary supervision over administration of the trust and one or more U.S. persons have authority to control all substantial decisions of the trust, or if the trust existed on April 20, 1996 and has validly elected to continue to be treated as a domestic trust.


	*Taxation of Interest*

Interest on the exchange notes is generally taxable to you as ordinary income:


	•	when it accrues, if you use the accrual method of accounting for U.S. federal income tax purposes; or

	•	when you receive it, if you use the cash method of accounting for U.S. federal income tax purposes.

In general, if the terms of a debt instrument entitle a holder to receive payments other than fixed periodic interest that exceed the issue price of the instrument, the holder may be required to recognize additional interest over the term of the instrument to the extent the “original issue discount” is not de minimis. The outstanding notes were not issued with more than a de minimis amount of original issue discount, and, therefore, the exchange notes will not have original issue discount.


	*Sale or Other Disposition of Exchange Notes*

You generally must recognize taxable gain or loss on the sale, exchange, redemption, retirement or other disposition of an exchange note. The amount of your gain or loss equals the difference between the amount you receive for the exchange note (to the extent such amount does not represent accrued but unpaid interest, which will be treated as such), minus your adjusted tax basis in the exchange note. Your initial tax basis in an exchange note generally is the price you paid for the outstanding note. Any such gain or loss on a taxable disposition of an exchange will generally constitute capital gain or loss and will be long-term capital gain or loss if you hold such exchange note for more than one year.

Non-U.S. Holders

A non-U.S. holder is a beneficial owner of exchange notes that is not a U.S. holder and is not a partnership or other entity treated as a partnership for U.S. federal income tax purposes.


	*Withholding Tax on Payments on the Exchange Notes*

Subject to the discussion of backup withholding below, payments of interest on a note to any non-U.S. holder will generally not be subject to U.S. federal income or withholding tax, provided that:


	•	the holder is not:


	•	an actual or constructive owner of 10% or more of the total voting power of all our voting stock; or

	•	a controlled foreign corporation related (directly or indirectly) to us through stock ownership.


	•	such interest payments are not effectively connected with the conduct by the non-U.S. holder of a trade or business within the United States; and


	•	we or our paying agent receives:


	•	from the non-U.S. holder, a properly completed Form W-8BEN (or substitute Form W-8BEN or the appropriate successor form) under penalties of perjury, which provides the non-U.S. holder’s name and address and certifies that the non-U.S. holder of the note is a non-U.S. holder; or

	•	from a security clearing organization, bank or other financial institution that holds the notes in the ordinary course of its trade or business (a “financial institution”) on behalf of the non-U.S. holder, certification under penalties of perjury that such a Form W-8BEN (or substitute Form W-8BEN or the appropriate successor form) has been received by it, or by another such financial institution, from the non-U.S. holder, and a copy of the Form W-8BEN (or substitute Form W-8BEN or the appropriate successor form) is furnished to the payor.

Additional exemptions may apply to holders who hold exchange notes through “qualified intermediaries” within the meaning of U.S. federal income tax laws.

If interest on an exchange note is effectively connected with the conduct by a non-U.S. holder of a trade or business in the United States, such income generally will be subject to U.S. federal income tax on a net basis at the rates applicable to U.S. persons generally (and, if realized by corporate holders, may also be subject to a 30% branch profits tax). Payments of such interest will not be subject to U.S. withholding tax so long as the holder provides us or the paying agent with an IRS Form W-8ECI.

A non-U.S. holder that does not qualify for exemption from withholding under the preceding paragraphs generally will be subject to withholding of U.S. federal income tax at the rate of 30% (or lower applicable treaty rate) on payments of interest on the exchange notes.

Non-U.S. holders should consult their tax advisors about any applicable income tax treaties, which may provide for an exemption from or a lower rate of withholding tax, exemption from or reduction of branch profits tax, or other rules different from those described above.


	*Sale or Other Disposition of Exchange Notes*

As discussed above, the exchange of outstanding notes for exchange notes pursuant to this exchange offer should not be a taxable exchange and, therefore, should not be subject to U.S. federal income tax. In addition, subject to the discussion of backup withholding below, any gain realized by a non-U.S. holder on the sale, exchange, retirement or other disposition of an exchange note generally will not be subject to U.S. federal income or withholding tax, unless:


	•	such gain is income or gain that is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States and, if the non-U.S. holder is entitled to the benefits under an applicable tax treaty, is attributable to a permanent establishment or a fixed base in the United States; or

	•	the non-U.S. holder is an individual who is present in the U.S. for 183 days or more in the taxable year of the disposition and certain other conditions are satisfied.

If the first bullet point applies, non-U.S. holders generally will be subject to U.S. federal income tax with respect to such gain in the same manner as U.S. holders, as described above, unless an applicable income tax treaty provides otherwise. If the second bullet point applies, non-U.S. holders generally will be subject to U.S. federal income tax at a rate of 30% (or at a reduced rate under an applicable income tax treaty) on the amount by which capital gains from U.S. sources (including gains from the sale, exchange, retirement or other disposition of the exchange notes) exceed capital losses allocable to U.S. sources.


	*U.S. Federal Estate Tax*

An exchange note held or treated as held by an individual who is not a citizen or resident of the U.S. at the time of his or her death will not be subject to U.S. federal estate tax provided that (1) the individual does not actually or constructively own 10% or more of the total voting power of all our voting stock and

(2) interest on the exchange note, if received by the non-U.S. holder at death, would not have been effectively connected with the conduct by such non-U.S. holder of a trade or business within the United States.

Information Reporting and Backup Withholding

Payments of principal and interest made by us on, or the proceeds of the sale or other disposition of, the exchange notes may be subject to information reporting. In addition, if you are a U.S. holder, such payments will be subject to U.S. federal backup withholding tax unless you supply a taxpayer identification number, certified under penalties of perjury, as well as certain other information or otherwise establish an exemption from backup withholding. If you are a non-U.S. holder, you may be required to comply with certification procedures to establish that you are not a U.S. person in order to avoid backup withholding tax with respect to our payments on, or the proceeds from the disposition of, the exchange notes. The backup withholding tax rate is currently 28%. Any amounts withheld under the backup withholding rules may be allowable as a refund or a credit against the holder’s U.S. federal income tax liability, provided required information is furnished to the IRS.

PLAN OF DISTRIBUTION

Each broker-dealer that receives new securities for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired as a result of market-making activities or other trading activities. We have agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , , all dealers effecting transactions in the new securities may be required to deliver a prospectus.

We will not receive any proceeds from any sale of new securities by brokers-dealers. New securities received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new securities. Any broker-dealer that resells new securities that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such new securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of new securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of one year after the expiration date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holder of the securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Prior to the exchange offer, there has not been any public market for the outstanding notes. The outstanding notes have not been registered under the Securities Act and will be subject to restrictions on transferability to the extent that they are not exchanged for exchange notes by holders who are entitled to participate in this exchange offer. The holders of outstanding notes, other than any holder that is our affiliate within the meaning of Rule 405 under the Securities Act, who are not eligible to participate in the exchange offer are entitled to certain registration rights, and we are required to file a shelf registration statement with respect to the outstanding notes.

The exchange notes will constitute a new issue of securities with no established trading market. We do not intend to list the exchange notes on any securities exchange or include the exchange notes in any automatic quotation system. In addition, market making activity will be subject to the limits imposed by the Securities Act and the Exchange Act and may be limited during the exchange offer and the pendency of any shelf registration statement. Accordingly, no assurance can be given that an active public or other market will develop for the exchange notes or as to the liquidity of the trading market for the exchange notes. If a trading market does not develop or is not maintained, holders of the exchange notes may experience difficulty in reselling the exchange notes or may be unable to sell them at all. If a market for the exchange notes develops, any such market may be discontinued at any time.

EXPERTS

The consolidated financial statements and related financial statement schedule of The Detroit Edison Company incorporated in this prospectus by reference from our Annual Report on Form 10-K for the year ended December 31, 2004 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the change in method of accounting for asset retirement obligations in 2003), and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

LEGAL MATTERS

The validity of the notes will be passed upon for Detroit Edison by Thomas A. Hughes, Vice President and General Counsel. Mr. Hughes beneficially owns shares of DTE Energy common stock and holds options to purchase additional shares. Certain matters relating to this offering will be passed upon for Detroit Edison by Hunton & Williams LLP, New York, New York, special counsel to Detroit Edison. Hunton & Williams LLP will rely on the opinion of Mr. Hughes with respect to Michigan law.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, and other information with the SEC. Our SEC filings are available over the Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file at the SEC’s public reference room at 450 Fifth Street N.W., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information on the public reference room and copy charges. You may also inspect our SEC reports and other information at the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

We maintain a web site at http://www.detroitedison.com (which is not intended to be an active hyperlink), that contains information about us. The information on our web site is not incorporated by reference into this prospectus and you should not consider it part of this prospectus.

DOCUMENTS INCORPORATED BY REFERENCE

We can “incorporate by reference” the information we file with the SEC, which means that we can disclose important business and financial information about Detroit Edison by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and subsequent to the date of this prospectus, until the offering of the notes is terminated, we incorporate any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than information in such documents that is deemed not to be filed):


	•	Annual Report on Form 10-K for the year ended December 31, 2004; and

	•	Current Report on Form 8-K dated February 7, 2005.

Each of these documents is available from the SEC’s web site and public reference room described above. Detroit Edison will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all information that has been incorporated by reference in this prospectus but not delivered with this prospectus. You may request a copy of these filings, at no cost to you, by writing or telephoning Detroit Edison, at our principal executive office, which is:

The Detroit Edison Company

2000 2nd Avenue

Detroit, Michigan 48226-1279

(313) 235-4000

OFFER TO EXCHANGE

PROSPECTUS

4.80% 2005 Series A Senior Notes due 2015

and

5.45% 2005 Series B Senior Notes due 2035

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS


Item 20.	*Indemnification of Directors and Officers.*

Indemnification . Pursuant to Article VI of Detroit Edison’s Restated Articles of Incorporation, directors of Detroit Edison will not be personally liable to Detroit Edison or its shareholders in the performance of their duties as directors to the full extent permitted by law.

Article VII of Detroit Edison’s Restated Articles of Incorporation provides that each person who is or was or had agreed to become a director or officer of Detroit Edison, or each such person who is or was serving or who had agreed to serve at the request of the board of directors as an employee or agent of Detroit Edison or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person), shall be indemnified by Detroit Edison to the full extent permitted by the Michigan Business Corporation Act (the “Act”) or any other applicable laws as presently or hereafter in effect. In addition, pursuant to the authority granted by Article VII of the Restated Articles of Incorporation, Detroit Edison has entered into indemnification agreements with its officers and directors which provide for indemnification to the maximum extent permitted by law. These agreements set forth certain procedures for the advancement by Detroit Edison of certain expenses to indemnitees.

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) an intentional criminal act.

Sections 561 of the Act permits a corporation to indemnify its directors and officers against expenses (including attorneys’ fees), judgments, penalties, 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 or its shareholders and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. Sections 562 and 564c of the Act provide that in a derivative action, i.e., one by or in the right of the corporation, indemnification may be made for expenses, including attorneys fees and amounts paid in settlement, actually and reasonably incurred by directors and officers in connection with the 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 or its shareholders, 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, or in defense of a claim, issue, or matter in the action, suit or proceeding, 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.

Insurance . Detroit Edison (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 seven insurance policies providing aggregate coverage for DTE Energy and its affiliates in the amount of $165 million.

II-1


Item 21.	*Exhibits and Financial Statement Schedules.*


Exhibit
Number			Description of Exhibit

	3	.1	Restated Articles of The Detroit Edison Company, as filed December 10, 1991 (Exhibit 13-3 to Form 10-Q for quarter ended June 30, 1999)

	3	.2	Bylaws of The Detroit Edison Company, as amended through September 22, 1999 (Exhibit 3-14 to Form 10-Q for quarter ended September 30, 1999)

	4	.1*	Sixteenth Supplemental Indenture, dated as of April 1, 2005, to Collateral Trust Indenture, dated as of June 30, 1993, between The Detroit Edison Company and J.P. Morgan Trust Company, National Association, as successor Trustee

	4	.2	Form of Notes (included in Exhibit 4.1)

	4	.3*	Supplemental Indenture, dated as of April 1, 2005, to Mortgage and Deed of Trust, dated as of October 1, 1924, between Detroit Edison and J.P. Morgan Trust Company, National Association, as successor Trustee

	4	.4	Form of Mortgage Bonds (included in Exhibit 4.3)

	4	.5	Registration Rights Agreement, dated as of February 7, 2005, between The Detroit Edison Company and the Initial Purchasers named therein (Exhibit 4-3 to Form 8-K dated February 7, 2005)

	5	.1*	Opinion of Thomas A. Hughes, Esq., Vice President and General Counsel of The Detroit Edison Company

	5	.2*	Opinion of Hunton & Williams LLP

	12	.1*	Computation of Ratio of Earnings to Fixed Charges

	23	.1*	Consent of Deloitte & Touche LLP

	23	.2	Consent of Thomas A. Hughes, Esq., Vice President and General Counsel of The Detroit Edison Company (included in Exhibit 5.1)

	23	.3	Consent of Hunton & Williams LLP (included in Exhibit 5.2)

	24	.1	Power of Attorney (included on signature pages of this Registration Statement)

	25	.1*	Form of T-1 Statement of Eligibility of the Trustee under the Indenture

	99	.1*	Form of Letter of Transmittal

	99	.2*	Form of Notice of Guaranteed Delivery


*	Filed herewith


Item 22.	*Undertakings*

The undersigned registrants hereby undertake:


	(a) 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 the 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 the 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; and

II-2


	(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to the information in the registration statement;

provided, however , that the undertakings set forth in subparagraphs (a)(i) and (a)(ii) above 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 Sections 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.


	(b) 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.

	(c) 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.

	(d) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 of 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

	(e) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

	(f) 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 Section 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 the registration statement, 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.

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 provisions described under Item 20 above, 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 Securities Act of 1933 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 the indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of the issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant 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 the 7th day of April, 2005.


	THE DETROIT EDISON COMPANY
	(Registrant)


	By:	/s/ Anthony F. Earley, Jr.



	Anthony F. Earley, Jr.,
	Chairman of the Board
	President, Chief Executive Officer and
	Chief Operating Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Each person whose signature appears below hereby constitutes and appoints Thomas A. Hughes, Vice President and General Counsel, and N.A. Khouri, Vice President and Treasurer, or either of them, the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorney-in-fact and agent, or any of them, full power and authority to do and perform each and every act and thing requisite and desirable to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things the said attorney-in-fact and agent, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


Signature	Title	Date


/s/ Anthony F. Earley, Jr. Anthony F. Earley, Jr.	Chairman of the Board, President, Chief Executive Officer and Chief Operating Officer (Principal Executive Officer)	April 7, 2005

/s/ David E. Meador David E. Meador	Executive Vice President and Chief Financial Officer and Director (Principal Financial Officer)	April 7, 2005

/s/ Daniel G. Brudzynski Daniel G. Brudzynski	Vice President and Controller (Principal Accounting Officer)	April 7, 2005

/s/ Susan M. Beale Susan M. Beale	Director	April 7, 2005

II-4

EXHIBIT INDEX


Exhibit
Number			Description of Exhibit

	3	.1	Restated Articles of The Detroit Edison Company, as filed December 10, 1991 (Exhibit 13-3 to Form 10-Q for quarter ended June 30, 1999)

	3	.2	Bylaws of The Detroit Edison Company, as amended through September 22, 1999 (Exhibit 3-14 to Form 10-Q for quarter ended September 30, 1999)

	4	.1*	Sixteenth Supplemental Indenture, dated as of April 1, 2005, to Collateral Trust Indenture, dated as of June 30, 1993, between The Detroit Edison Company and J.P. Morgan Trust Company, National Association, as successor Trustee

	4	.2	Form of Notes (included in Exhibit 4.1)

	4	.3*	Supplemental Indenture, dated as of April 1, 2005, to Mortgage and Deed of Trust, dated as of October 1, 1924, between Detroit Edison and J.P. Morgan Trust Company, National Association, as successor Trustee

	4	.4	Form of Mortgage Bonds (included in Exhibit 4.3)

	4	.5	Registration Rights Agreement, dated as of February 7, 2005, between The Detroit Edison Company and the Initial Purchasers named therein (Exhibit 4-3 to Form 8-K dated February 7, 2005)

	5	.1*	Opinion of Thomas A. Hughes, Esq., Vice President and General Counsel of The Detroit Edison Company

	5	.2*	Opinion of Hunton & Williams LLP

	12	.1*	Computation of Ratio of Earnings to Fixed Charges

	23	.1*	Consent of Deloitte & Touche LLP

	23	.2	Consent of Thomas A. Hughes, Esq., Vice President and General Counsel of The Detroit Edison Company (included in Exhibit 5.1)

	23	.3	Consent of Hunton & Williams LLP (included in Exhibit 5.2)

	24	.1	Power of Attorney (included on signature pages of this Registration Statement)

	25	.1*	Form of T-1 Statement of Eligibility of the Trustee under the Indenture

	99	.1*	Form of Letter of Transmittal

	99	.2*	Form of Notice of Guaranteed Delivery


*	Filed herewith

EXHIBIT 4.1

THE DETROIT EDISON COMPANY
AND
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
(SUCCESSOR TO BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION)

TRUSTEE

SIXTEENTH SUPPLEMENTAL INDENTURE

DATED AS OF APRIL 1, 2005

SUPPLEMENTING THE COLLATERAL TRUST INDENTURE
DATED AS OF JUNE 30, 1993
PROVIDING FOR

2005 SERIES AR 4.80% SENIOR NOTES DUE 2015
AND

2005 SERIES BR 5.45% SENIOR NOTES DUE 2035

SUPPLEMENTAL INDENTURE, dated as of the 1st day of April, 2005, between THE DETROIT EDISON COMPANY, a corporation organized and existing under the laws of the State of Michigan (the "Company"), and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (successor to Bank One Trust Company, National Association), a national banking association organized under the laws of the United States of America, having a corporate trust office in the City of Detroit, Michigan, as trustee (the "Trustee");

WHEREAS, the Company has heretofore executed and delivered to the Trustee a Collateral Trust Indenture dated as of June 30, 1993 (the "Original Indenture"), as supplemented, providing for the issuance by the Company from time to time of its debt securities; and

WHEREAS, the Company now desires to provide for the issuance of additional series of its senior debt securities pursuant to the Original Indenture; and

WHEREAS, the Company intends hereby to designate series of debt securities which shall have the benefit of the provisions of Article Four of the Original Indenture and the other related provisions of the Original Indenture relating to the grant of security, subject to the release provisions provided for herein, and which shall have the terms and variations from the provisions of the Original Indenture as set forth herein; and

WHEREAS, the Company, in the exercise of the power and authority conferred upon and reserved to it under the provisions of the Original Indenture, including Section 1001 thereof, and pursuant to appropriate resolutions of the Board of Directors, has duly determined to make, execute and deliver to the Trustee this Sixteenth Supplemental Indenture to the Original Indenture as permitted by Sections 201 and 301 of the Original Indenture in order to establish the form or terms of, and to provide for the creation and issue of, series of its debt securities under the Original Indenture, which shall be known as the 2005 Series AR 4.80% Senior Notes due 2015 and 2005 Series BR 5.45% Senior Notes due 2035; and

WHEREAS, all things necessary to make such debt securities, when executed by the Company and authenticated and delivered by the Trustee or any Authenticating Agent and issued upon the terms and subject to the conditions hereinafter and in the Original Indenture set forth against payment therefor, the valid, binding and legal obligations of the Company and to make this Sixteenth Supplemental Indenture a valid, binding and legal agreement of the Company, have been done;

NOW, THEREFORE, THIS SIXTEENTH SUPPLEMENTAL INDENTURE WITNESSETH that, in order to establish the terms of series of debt securities, and for and in consideration of the premises and of the covenants contained in the Original Indenture and in this Sixteenth Supplemental Indenture and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed as follows:

ARTICLE ONE

DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION

SECTION 1.01. Definitions. Each capitalized term that is used herein and is defined in the Original Indenture shall have the meaning specified in the Original Indenture unless such term is otherwise defined herein. The following terms shall have the respective meanings set forth below:

"Business Day" means any day other than a day on which banking institutions in the State of New York or the State of Michigan are authorized or obligated pursuant to law or executive order to close.

"Capitalization" means the total of all the following items appearing on, or included in, the consolidated balance sheet of the Company: (i) liabilities for indebtedness maturing more than 12 months from the date of determination; and (ii) common stock, common stock expense, accumulated other comprehensive income or loss, preferred stock, preference stock, premium on capital stock and retained earnings (however the foregoing may be designated), less, to the extent not otherwise deducted, the cost of shares of capital stock of the Company held in its treasury, if any. Subject to the foregoing, Capitalization shall be determined in accordance with generally accepted accounting principles and practices applicable to the type of business in which the Company is engaged and may be determined as of a date not more than 60 days prior to the happening of the event for which the determination is being made. In connection with such determination, the Company shall certify to the Trustee that it has, prior to making its final determination, consulted with the independent accountants regularly retained by the Company.

"Debt" means any outstanding debt for money borrowed evidenced by notes, debentures, bonds or other securities, or guarantees of any debt.

"Net Tangible Assets" means the amount shown as total assets on the consolidated balance sheet of the Company, less (i) intangible assets including, but without limitation, such items as goodwill, trademarks, trade names, patents, unamortized debt discount and expense and other regulatory assets carried as an asset on the Company's consolidated balance sheet, and (ii) appropriate adjustments, if any, on account of minority interests. Net Tangible Assets shall be determined in accordance with generally accepted accounting principles and practices applicable to the type of business in which the Company is engaged and may be determined as of a date not more than 60 days prior to the happening of the event for which such determination is being made. In connection with such determination, the Company shall certify to the Trustee that it has, prior to making its final determination, consulted with the independent accountants regularly retained by the Company.

"Operating Property" means (i) any interest in real property owned by the Company and (ii) any asset owned by the Company that is depreciable in accordance with generally accepted accounting principles, excluding, in either case, any interest of the Company as lessee under any lease (except for a lease that results from a Sale and Lease-Back Transaction) that has been or would be capitalized on the books of the lessee in accordance with generally accepted accounting principles.

"Pledged Bonds" means the related series of Bonds and any other Mortgage Bonds issued to secure Securities subject to the release provisions provided herein or in any other supplemental indenture to the Original Indenture.

"Registration Agreement" means the Registration Rights Agreement dated February 7, 2005, among the Company, Citigroup Global Markets Inc. and Barclays Capital Inc., as Representatives of the several initial purchasers referred to therein.

"Release Date" means the date as of which all Mortgage Bonds, (i) other than the Pledged Bonds, including the related series of Bonds, and (ii) other than outstanding Mortgage Bonds (exclusive of Pledged Bonds), which do not in aggregate principal amount exceed the greater of 5% of the Net Tangible Assets of the Company or 5% of the Capitalization of the Company, have been retired through payment, redemption or otherwise, provided that no default or Event of Default has occurred and, at such time, is continuing under the Original Indenture.

"Sale and Lease-Back Transaction" means any arrangement with any person providing for the leasing to the Company of any Operating Property (except for leases for a term, including any renewal or potential renewal, of not more than 48 months), which Operating Property has been or is to be sold or transferred by the Company to the person; provided, however, Sale and Lease-Back Transaction shall not include any arrangement first entered into prior to the date hereof and shall not include any transaction pursuant to which the Company sells Operating Property to, and thereafter purchases energy or services from, any entity, which transaction is ordered or authorized by any regulatory authority having jurisdiction over the Company or its operations or is entered into pursuant to any plan or program of industry restructuring ordered or authorized by any such regulatory authority.

"Securities Act" means the Securities Act of 1933, as amended.

"Substitute Mortgage" means a mortgage indenture of the Company, other than the Mortgage, designated by the Company to the Trustee as a Substitute Mortgage pursuant to Section 4.03 hereof. The lien of the Substitute Mortgage shall have such priority, and be with respect to such property, as shall be specified by the Company in its sole discretion.

"Substitute Mortgage Bonds" means any mortgage bonds issued by the Company under a Substitute Mortgage and delivered to the Trustee pursuant to Section 4.03 hereof

or pursuant to the comparable provision of any other supplemental indenture relating to Securities subject to the release provisions.

"Value" means, with respect to a Sale and Lease-Back Transaction, as of any particular time, the amount equal to the greater of (i) the net proceeds to the Company from the sale or transfer of the property leased pursuant to the Sale and Lease-Back Transaction or (ii) the net book value of the property, as determined by the Company in accordance with generally accepted accounting principles at the time of entering into the Sale and Lease-Back Transaction, in either case multiplied by a fraction, the numerator of which shall be equal to the number of full years of the term of the lease that is part of the Sale and Lease-Back Transaction remaining at the time of determination and the denominator of which shall be equal to the number of full years of the term, without regard, in any case, to any renewal or extension options contained in the lease.

SECTION 1.02. Section References. Each reference to a particular section set forth in this Sixteenth Supplemental Indenture shall, unless the context otherwise requires, refer to this Sixteenth Supplemental Indenture.

ARTICLE TWO

TITLE AND TERMS OF THE SECURITIES

SECTION 2.01. Title of the Securities; Stated Maturity. This Sixteenth Supplemental Indenture hereby establishes two separate series of Securities, which shall be known as the Company's "2005 Series AR 4.80% Senior Notes due 2015" (the "4.80% Notes") and the "2005 Series BR 5.45% Senior Notes due 2035" (the "5.45% Notes," and together with the 4.80% Notes, the "Notes"). For purposes of the Original Indenture, each series of the Notes shall separately constitute a single series of Securities. The Stated Maturity on which the principal of the 4.80% Notes shall be due and payable will be February 15, 2015. The Stated Maturity on which the principal of the 5.80% Notes shall be due and payable will be February 15, 2035.

SECTION 2.02. Certain Variations from the Original Indenture. (a) The Notes shall have the benefit of the provisions of Article Four of the Original Indenture and shall have the benefit of, or be subject to, the other related provisions of the Original Indenture relating to the grant of security, including (for avoidance of doubt and not for purposes of limitation) the Granting Clause, the definitions of "Deliverable Mortgage Bonds," "Deliverable Securities," "Designated Mortgage Bonds," "Grant," "Mortgage," "Mortgage Bonds," "Mortgage Trustee," "Previously Delivered Mortgage Bonds," and "Trust Estate,"
Section 301 (20), Sections 301 (a) (v), (ix), (x) and (xi), Sections 301 (b)
(ii) and (iii), Section 301 (d), and Sections 601(4) and (8), subject, in each case, to the release provisions provided for in Section 4.02 herein. In addition, on and after the Release Date, unless Substitute Mortgage Bonds are issued to secure the Notes, the Notes shall have the benefit of the additional covenants set forth in Article Three hereof.

(b) Section 503 of the Original Indenture shall apply to the Notes. The following shall be an additional condition to defeasance of the Notes under
Section 503: the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from the Internal Revenue Service a letter ruling, or there has been published by the Internal Revenue Service a Revenue Ruling, or (ii) since the date of execution of this Sixteenth Supplemental Indenture, there has been a change in the applicable U.S. Federal income tax law, in either case to the effect that, the Holders of such Outstanding Notes appertaining thereto will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred, and, also, to the effect that, after the 123rd day after the date of deposit, all money and other property as provided pursuant to Section 503 of the Original Indenture (including the proceeds thereof) deposited or caused to be deposited with the Trustee (or other qualifying trustee) pursuant to Section 503 of the Original Indenture to be held in trust will not be subject to any case or proceeding (whether voluntary or involuntary) in respect of the Company under any Federal or State bankruptcy, insolvency, reorganization or other similar law, or any decree or order for relief in respect of the Company issued in connection therewith.

SECTION 2.03. Amount and Denominations; DTC.

(a) The aggregate principal amount of Notes that may be issued under this Sixteenth Supplemental Indenture is limited initially to $200,000,000 (in the case of the 4.80% Notes), and $200,000,000 (in the case of the 5.45% Notes) (except, in each case, as provided in Section 301(2) of the Original Indenture); provided that the Company may, without the consent of the Holders of the Outstanding Notes of any series, "reopen" each series of the Notes so as to increase the aggregate principal amount of such Notes Outstanding in compliance with the procedures set forth in the Original Indenture, including Section 301 and Section 303 thereof, so long as any such additional Notes have the same terms, conditions and CUSIP number (including, without limitation, rights to security and to receive accrued and unpaid interest) as the Notes of such series then Outstanding. No additional Notes of a series may be issued if an Event of Default has occurred with respect to that series. The Notes shall be issuable only in fully registered form and, as permitted by Section 301 and Section 302 of the Original Indenture, in denominations of $1,000 and integral multiples thereof. The Notes will initially be issued in global form (the "Global Securities") under a book-entry system, registered in the name of The Depository Trust Company, as depository ("DTC"), or its nominee, which is hereby designated as "Depository" under the Indenture.

(b) If (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Securities or if at any time such Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, and, in either such case, the Company does not appoint a successor Depository within 90 days thereafter, or (ii) there shall have occurred and be continuing an Event of Default or an event which, with the giving of notice or lapse of time, or both, would constitute an Event

of Default, certificates for the Notes will be registered and delivered to the Holders of record. Upon receipt of a withdrawal request from the Company, the Depository will notify its participants of the receipt of a withdrawal request from the Company, notifying participants that they may utilize the Depository's withdrawal procedures if they wish to withdraw their securities from the Depository. To the extent that the book-entry system is discontinued or, if the Company fails to appoint a successor Depository, certificates for the Notes will be registered and delivered to the Holders of record.

SECTION 2.04. Certain Terms of the Notes.

(a) The 4.80% Notes shall bear interest at the rate of 4.80% per annum and the 5.45% Notes shall bear interest at the rate of 5.45% per annum on the respective principal amount thereof from February 7, 2005, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, until the principal of such series of Notes becomes due and payable, and on any overdue principal and premium and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum during such overdue period. The Notes shall bear additional interest ("Additional Interest") pursuant to the Registration Agreement upon the occurrence of any Registration Default (as defined therein). Additional Interest shall be payable on the applicable Interest Payment Date to the same persons and in the same manner as provided for herein for payment of ordinary interest. Interest on the Notes will be payable semi-annually in arrears on February 15 and August 15 of each year (each such date, an "Interest Payment Date"), commencing August 15, 2005. The amount of interest payable for any period shall be computed on the basis of a 360-day year and twelve 30-day months.

(b) In the event that any Interest Payment Date, redemption date or other date of Maturity of the Notes is not a Business Day, then payment of the amount payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date with respect to any Note will, as provided in the Original Indenture, be paid to the person in whose name the Note (or one or more Predecessor Securities, as defined in the Original Indenture) is registered at the close of business on the relevant record date for such interest installment, which shall be the fifteenth calendar day (whether or not a Business Day) prior to the relevant Interest Payment Date (the "Regular Record Date"). Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such Regular Record Date, and may either be paid to the person in whose name the Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the applicable Notes not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Notes may be listed, and upon such notice as may be

required by such exchange, all as more fully provided in the Original Indenture. The principal of, and premium, if any, and the interest on the Notes shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City of New York, in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at the close of business on the Regular Record Date at such address as shall appear in the Security Register. Notwithstanding the foregoing, so long as the Notes are Global Securities and are held in book-entry form through the facilities of the Depository, payments on the Notes will be made to the Depository or its nominee in accordance with arrangements then in effect between the Trustee and the Depository.

(c) The Notes are not subject to repayment at the option of the Holders thereof and are not subject to any sinking fund. As provided in the forms of Notes attached hereto as Exhibit A and Exhibit B, respectively, the Notes are subject to optional redemption, as a whole or in part, by the Company prior to Stated Maturity of the principal thereof on the terms set forth therein. Except as modified in the forms of Notes, redemptions shall be effected in accordance with Article Twelve of the Original Indenture.

(d) The Notes shall have such other terms and provisions as are set forth in the forms of Notes attached hereto as Exhibit A and Exhibit B, as applicable (each of which are incorporated by reference in and made a part of this Sixteenth Supplemental Indenture as if set forth in full at this place).

SECTION 2.05. Forms of Notes. Attached hereto as Exhibit A is the form of the definitive 4.80% Note. Attached hereto as Exhibit B is the form of the definitive 5.45% Note. If the Company elects to have the Notes secured by Substitute Mortgage Bonds on and after the Release Date, the terms of such Notes shall be amended to make appropriate reference to the Substitute Mortgage and the Substitute Mortgage Bonds; provided, that the consent of Holders shall not be required in connection with such amendment.

ARTICLE THREE

ADDITIONAL COVENANTS

SECTION 3.01. Limitations on Liens. (a) From and after the Release Date, unless Substitute Mortgage Bonds are issued to secure the Notes, so long as any Notes are outstanding, the Company may not issue, assume, guarantee (including any contingent obligation to purchase) or permit to exist any Debt that is secured by any mortgage, security interest, pledge or lien ("Lien") of or upon any Operating Property owned by the Company, whether owned at the Release Date or subsequently acquired, without effectively securing the Notes (together with, if the Company shall so determine,

any other indebtedness of the Company ranking equally with the Notes) equally and ratably with the Debt (but only so long as the Debt is so secured).

The foregoing restriction will not apply to:

(i) Liens on any Operating Property existing at the time of its acquisition and not created in contemplation of the acquisition;

(ii) Liens on Operating Property of a corporation existing at the time the corporation is merged into or consolidated with the Company, or at the time the corporation disposes of substantially all of its properties (or those of a division) to the Company, provided that the Lien is not extended to property owned by the Company immediately prior to the merger, consolidation or other disposition and is not created in contemplation of the merger, consolidation or other disposition;

(iii) Liens on Operating Property to secure the cost of acquisition, construction, development or substantial repair, alteration or improvement of such property or to secure indebtedness incurred to provide funds for any of these purposes or for reimbursement of funds previously expended for any of these purposes, provided the Liens are created or assumed contemporaneously with, or within 18 months after, the acquisition or the completion of substantial repair or alteration, construction, development or substantial improvement or within 6 months thereafter pursuant to a commitment for financing arranged with a lender or investor within such 18-month period;

(iv) Liens in favor of the United States or any state or any department, agency or instrumentality or political subdivision of the United States or any state, or for the benefit of holders of securities issued by any of these entities, to secure any Debt incurred for the purpose of financing all or any part of the purchase price or the cost of substantially repairing or altering, constructing, developing or substantially improving the Operating Property; or

(v) Any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the exceptions listed above, provided, however, that the principal amount of Debt secured thereby and not otherwise authorized by those exceptions listed above shall not exceed the principal amount of Debt, plus any premium or fee payable in connection with any such extension, renewal or replacement, so secured at the time of such extension, renewal or replacement.

(b) Notwithstanding the foregoing restrictions, the Company may issue, assume or guarantee Debt secured by a Lien which would otherwise be subject to the foregoing restrictions up to an aggregate amount which, together with all other of the Company's secured Debt (not including secured Debt permitted under any of the foregoing exceptions) and the Value of Sale and Lease-Back Transactions existing at such time (other than Sale and Lease-Back Transactions the proceeds of which have been applied to the retirement of certain indebtedness, Sale and Lease-Back Transactions in which the property involved would have been permitted to be subjected to a Lien under any of the foregoing exceptions, and Sale and Lease-Back Transactions that are permitted by the first sentence of Section 3.02 below), does not exceed the greater of 10% of the Company's Net Tangible Assets or 10% of the Company's Capitalization. The foregoing restrictions do not limit the Company's ability to place Liens on (i) the capital stock of any of the Company's subsidiaries or (ii) the assets of any of the Company's subsidiaries.

SECTION 3.02. Limitations on Sale and Lease-Back Transactions. So long as the Notes are outstanding from and after the Release Date, unless Substitute Mortgage Bonds are issued to secure the Notes, the Company may not enter into or permit to exist any Sale and Lease-Back Transaction with respect to any Operating Property (except for leases for a term, including any renewal or potential renewal, of not more than 48 months), if the purchaser's commitment is obtained more than 18 months after the later of the completion of the acquisition, construction or development of the Operating Property or the placing in operation of the Operating Property or of the Operating Property as constructed or developed or substantially repaired, altered or improved. This restriction will not apply if (a) the Company would be entitled pursuant to
Section 3.01(a) above to issue, assume, guarantee or permit to exist Debt secured by a Lien on the Operating Property without equally and ratably securing the Notes, (b) after giving effect to the Sale and Lease-Back Transaction, pursuant to Section 3.01(b) above, the Company could incur, at least $1.00 of additional Debt secured by Liens (other than Liens permitted by clause (a)), or
(c) the Company applies within 180 days an amount equal to, in the case of a sale or transfer for cash, the net proceeds (not less than the fair value of the Operating Property so leased), and, otherwise, an amount equal to the fair value (as determined by the Board of Directors of the Company) of the Operating Property so leased to the retirement of Notes or other Debt of the Company ranking equally with the Notes; provided, however, that any such retirement of Notes shall be in accordance with the terms and provisions of the Indenture and the Notes; provided, further, that the amount to be applied to such retirement of Notes or other Debt shall be reduced by an amount equal to the sum of (a) an amount equal to the redemption price with respect to Notes delivered within such one hundred eighty (180)-day period to the Trustee for retirement and cancellation and (b) the principal amount, plus any premium or fee paid in connection with any redemption in accordance with the terms of other Debt voluntarily retired by the Company within such one hundred eighty (180)-day period, excluding in each case retirements pursuant to mandatory sinking fund or prepayment provisions and payments at Stated Maturity.

SECTION 3.03. Waiver. Section 1109 of the Original Indenture shall apply to the covenants set forth in Sections 3.01 and 3.02 above at any time such covenants are in effect.

ARTICLE FOUR

SECURITY AND RELEASE PROVISIONS

SECTION 4.01. Security. Subject to Section 4.02 below, as provided in and pursuant to Article Four of the Original Indenture, each series of the Notes will be secured as to payments of principal, interest and premium, if any, by a series of Mortgage Bonds (the "General and Refunding Mortgage Bonds, 2005 Series AR", in the case of the 4.80% Notes, and the "General and Refunding Mortgage Bonds, 2005 Series BR ", in the case of the 5.45% Notes, or singly or collectively, the "Bonds", the "Bonds of the related series" or the "related series of Bonds") of the Company to be issued concurrently with the issuance of the Notes under and secured by a Mortgage and Deed of Trust, dated as of October 1, 1924, between the Company and J.P. Morgan Trust Company, National Association, as successor trustee (the "Mortgage Trustee"), as amended and supplemented by various supplemental indentures, including the supplemental indenture, dated as of April 1, 2005, creating the Bonds (collectively, the "Mortgage"), pledged by the Company for the benefit of the Holders of the respective series of Notes to the Trustee under this Sixteenth Supplemental Indenture. The Bonds of each series shall be issued in an aggregate principal amount equal to the aggregate principal amount of the related series of the Notes.

SECTION 4.02. Release. Until the Release Date and subject to Article Four of the Original Indenture, the Bonds of the related series issued and delivered to the Trustee shall serve as security for any and all obligations of the Company under all Notes of the applicable series from time to time Outstanding, including, but not limited to (1) the full and prompt payment of the principal and premium, if any, on such Notes when and as the same shall become due and payable in accordance with the terms and provisions of the Indenture or such Notes, either at the Stated Maturity thereof, upon acceleration of the maturity thereof, upon redemption, or otherwise, and (2) the full and prompt payment of any interest on such Notes when and as the same shall become due and payable in accordance with the terms and provisions of this Indenture or such Notes including, if and to the extent provided for in such Notes, interest on overdue installments of principal and (to the extent permitted by law) interest on overdue installments of interest.

Each supplemental indenture to the Mortgage pursuant to which any Bonds are issued shall contain a provision to the effect that any payment by the Company hereunder of principal of or premium or interest on Notes which shall have been authenticated and delivered in connection with the issuance and delivery to the Trustee of such Bonds (other than by the application of the proceeds of a payment in respect of such Bonds) shall to the extent thereof, be deemed to satisfy and discharge the obligation of the

Company, if any, to make a payment of principal, premium or interest, as the case may be, in respect of such Bonds which is then due.

Notwithstanding anything in the Original Indenture to the contrary, from and after the Release Date, the obligation of the Company to make payment with respect to the principal of and premium, if any, and interest on the Bonds shall be deemed satisfied and discharged as provided in the supplemental indenture or indentures to the Mortgage creating such Bonds and the Bonds shall cease to secure in any manner Notes theretofore or subsequently issued; the Trustee shall thereupon surrender the Bonds to the Mortgage Trustee for cancellation and execute and deliver such proper instruments of release as may be required. From and after the Release Date, all Notes, whether theretofore or subsequently issued, shall, at the Company's option, either (i) become unsecured or (ii) be secured by Substitute Mortgage Bonds pursuant to Section 4.03 below, and any conditions to the issuance of Notes that refer or relate to Bonds or the Mortgage shall be inapplicable (except as such conditions shall be deemed to refer to Substitute Mortgage Bonds or a Substitute Mortgage pursuant to Section 4.03 below). From and after the Release Date, the Company shall not issue any additional Mortgage Bonds, including Pledged Bonds, under the Mortgage. Notice of the occurrence of the Release Date shall be given by the Trustee to the Holders of the Notes in the manner provided for in the Original Indenture not later than 30 days after the Company notifies the Trustee of the occurrence of the Release Date.

In connection with the establishment of the occurrence of the Release Date, the Trustee shall be entitled to receive, may presume the correctness of, and shall be fully protected in relying upon, an Officers' Certificate designating the Release Date and stating that the conditions to the occurrence of the Release Date have been satisfied.

When the obligation of the Company to make payments with respect to the principal of, and premium, if any, and interest on all or any part of the Bonds shall be satisfied or deemed satisfied pursuant to the Original Indenture or pursuant to this Sixteenth Supplemental Indenture, the Trustee shall, upon written request of the Company, deliver to the Company without charge therefor all of the Bonds so satisfied or deemed satisfied, together with such appropriate instruments of transfer or release as may be reasonably requested by the Company. All Bonds delivered to the Company in accordance with this Section shall be delivered by the Company to the Mortgage Trustee for cancellation.

SECTION 4.03. Substitute Mortgage Bonds.

(a) The Company shall notify the Trustee not less than 90 days prior to the Release Date (or such shorter period as the Company and the Trustee may agree) that the Company has determined to deliver to the Trustee on the Release Date Substitute Mortgage Bonds in an aggregate principal amount equal to the aggregate principal amount of Notes and any other Securities subject to the release provisions Outstanding on the Release Date, in trust for the benefit of the Holders from time to time of the Notes

and any other Securities subject to the release provisions issued under the Original Indenture, as supplemented, as security for any and all obligations of the Company under the Notes and any other Securities subject to the release provisions, including but not limited to, (1) the full and prompt payment of the principal of and premium, if any, on the Notes and any other Securities subject to the release provisions when and as the same shall become due and payable in accordance with the terms and provisions of the Original Indenture, as supplemented, or the Notes or such other Securities subject to the release provisions, either at the stated maturity thereof, upon acceleration of the maturity thereof or upon redemption, and (2) the full and prompt payment of any interest on the Notes and any other Securities subject to the release provisions when and as the same shall become due and payable in accordance with the terms and provisions of the Original Indenture, as supplemented, or the Notes or such other Securities subject to the release provisions.

(b) The Substitute Mortgage Bonds to be delivered pursuant to the notice described in Section 4.03(a) shall be delivered in separate series and issues corresponding to the series and issues of Notes and other Securities subject to the release provisions Outstanding on the Release Date, each series or issue of Substitute Mortgage Bonds having the same stated rate or rates of interest (or interest calculated in the same manner), Interest Payment Dates, stated maturity date and redemption provisions, and in the same aggregate principal amount, as the related series or issue of Notes or other Securities subject to the release provisions outstanding on the Release Date. The Company shall enter into a Substitute Mortgage for the issuance of Substitute Mortgage Bonds, and designate it as such in the notice.

(c) The notice described in Section 4.03(a) shall also state that on the Release Date the Company shall deliver to the Trustee a supplemental indenture to the Original Indenture that will provide, among other things, that upon the issuance of Notes and other Securities subject to the release provisions on or after the Release Date, the Company shall deliver to the Trustee in trust for the benefit of the Holders as described in Section 4.03(a) hereof, and the Trustee shall accept therefor, related series of Substitute Mortgage Bonds registered in the name of the Trustee and conforming to the requirements therein specified.

(d) The determination whether to deliver Substitute Mortgage Bonds shall be made in the Company's sole discretion and without any obligation to do so.

(e) In the event that the Company does not deliver the notice described in
Section 4.03(a), the Notes and other Securities subject to the release provisions Outstanding on the Release Date shall, as of the Release Date, no longer be entitled to the benefit of the pledge of the Pledged Bonds and shall thereafter be general unsecured obligations of the Company.

(f) Article Four and related provisions of the Original Indenture shall apply to Substitute Mortgage Bonds pledged to the Trustee hereunder and the provisions thereof shall be deemed to refer to the Substitute Mortgage and the Substitute Mortgage

Bonds. If the Company elects to have the Notes secured by Substitute Mortgage Bonds on and after the Release Date, Article Four and related provisions may be amended to make appropriate reference to the Substitute Mortgage and the Substitute Mortgage Bonds; provided, that the consent of Holders shall not be required in connection with such amendment.

SECTION 4.04. Events of Default.

(a) On and after the Release Date, Section 601(8) of the Original Indenture shall no longer apply to the Notes.

For purposes of the Notes, Section 601(8) of the Original Indenture shall read "the occurrence of an "event of default" as such term is defined in the Mortgage; or"

(b) On and after the Release Date, if the Notes become secured by Substitute Mortgage Bonds pursuant to Section 4.03 above, the occurrence of a "default" (as defined in the Substitute Mortgage) shall constitute an Event of Default under Section 601 of the Original Indenture with respect to the Notes and the references in Section 601(4) of the Original Indenture and related provisions to "Mortgage Bonds" shall be deemed to refer to "Substitute Mortgage Bonds."

ARTICLE FIVE

MISCELLANEOUS PROVISIONS

The Trustee makes no undertaking or representations in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Sixteenth Supplemental Indenture or the proper authorization or the due execution hereof by the Company or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company.

Except as expressly amended hereby and by the supplemental indenture appointing the Trustee as successor trustee, the Original Indenture shall continue in full force and effect in accordance with the provisions thereof and the Original Indenture is in all respects hereby ratified and confirmed. This Sixteenth Supplemental Indenture and all its provisions shall be deemed a part of the Original Indenture in the manner and to the extent herein and therein provided.

This Sixteenth Supplemental Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York.

This Sixteenth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Sixteenth Supplemental Indenture to be duly executed and attested, all as of the day and year first above written.

THE DETROIT EDISON COMPANY

By:__________________________________
Name:
Title:

ATTEST:

By:__________________________________
Name:
Title:

J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION, as Trustee

By: _______________________________
Name:
Title:

ATTEST:

By: ___________________________
Name:
Title:

EXHIBIT A

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY ("DTC"), TO A NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

NO. R-__ $

THE DETROIT EDISON COMPANY

2005 Series AR 4.80% SENIOR NOTES DUE 2015

Principal Amount: $200,000,000

Authorized Denomination: $1,000

Regular Record Date: close of business on the 15th calendar day (whether or not a Business Day) prior to the relevant Interest Payment Date

Original Issue Date: February 7, 2005

Stated Maturity: February 15, 2015

Interest Payment Dates: February 15 and August 15 of each year, commencing August 15, 2005

Interest Rate: 4.80% per annum

THE DETROIT EDISON COMPANY, a corporation duly organized and existing under the laws of the State of Michigan (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, at the office or agency of the Company in The City of New York, New York, the principal sum of _____________________ ($____________) on February 15, 2015 (the "Stated Maturity"), in the coin or currency of the United States, and to pay interest thereon from February 7, 2005, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, in arrears on each Interest Payment Date as specified above, commencing on August 15, 2005, and on the Stated Maturity at the rate per annum shown above (the "Interest Rate") until the principal hereof is due and payable, and on any overdue

A-1

principal and premium and on any overdue installment of interest. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered on the Regular Record Date as specified above next preceding such Interest Payment Date. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such defaulted Interest, notice whereof shall be given to Holders of Notes of this series not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Notes of this series shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Indenture.

Payments of interest on this Note will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for this Note shall be computed and paid on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and, to the extent lawful, on overdue installments of interest at the rate per annum borne by this Note. In the event that any Interest Payment Date, Redemption Date or Maturity Date is not a Business Day, then the required payment of principal, premium, if any, and interest will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), in each case with the same force and effect as if made on such date. "Business Day" means any day other than a day on which banking institutions in the State of New York or the State of Michigan are authorized or obligated pursuant to law or executive order to close.

Payment of principal of, premium, if any, and interest on the Notes shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of principal of, premium, if any, and interest on Notes represented by a Global Security shall be made by wire transfer of immediately available funds to the Holder of such Global Security, provided that, in the case of payments of principal and premium, if any, such Global Security is first surrendered to the Paying Agent (as defined in the Indenture). If any of the Notes of this series are no longer represented by a Global Security, (i) payments of principal, premium, if any, and interest due at the Stated Maturity or earlier redemption of such Securities shall be made at the office of the Paying Agent upon surrender of such Securities to the Paying Agent, and (ii) payments of interest shall be made, at the option of the Company, subject to such surrender where applicable, by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

UNTIL THE RELEASE DATE (AS DEFINED BELOW), THIS NOTE SHALL BE SECURED BY GENERAL AND REFUNDING MORTGAGE BONDS, 2005 Series AR (THE "MORTGAGE BONDS") ISSUED AND DELIVERED BY THE COMPANY TO THE TRUSTEE (AS DEFINED BELOW) UNDER THE COMPANY'S SUPPLEMENTAL INDENTURE DATED AS OF April 1, 2005, SUPPLEMENTING THE MORTGAGE AND DEED OF TRUST DATED AS OF OCTOBER 1, 1924 BETWEEN THE COMPANY AND J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (THE "MORTGAGE TRUSTEE"), PLEDGED BY THE COMPANY FOR THE BENEFIT OF THE HOLDERS OF THE NOTES TO THE TRUSTEE UNDER THE INDENTURE (THE "MORTGAGE"). ON THE RELEASE DATE, THE NOTES SHALL CEASE TO BE SECURED BY SUCH MORTGAGE BONDS AND, AT THE COMPANY'S OPTION, SHALL EITHER (1) BECOME

A-2

UNSECURED GENERAL OBLIGATIONS OF THE COMPANY OR (2) BE SECURED BY SUBSTITUTE MORTGAGE BONDS UNDER A SUBSTITUTE MORTGAGE.

This Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee.

Unless the Certificate of Authentication hereon has been executed by the Trustee or a duly appointed Authentication Agent referred to herein, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

This Note is one of a duly authorized series of Securities of the Company (herein sometimes referred to as the "Notes"), specified in the Indenture, all issued or to be issued in one or more series under and pursuant to a Collateral Trust Indenture dated as of June 30, 1993 (the "Original Indenture") duly executed and delivered between the Company and J.P. Morgan Trust Company, National Association, as Trustee (herein referred to as the "Trustee"), as supplemented through and including a Sixteenth Supplemental Indenture dated as of April 1, 2005 (together with the Original Indenture, the "Indenture") between the Company and the Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the registered Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered.

This Note is not subject to repayment at the option of the Holder hereof. Except as provided below, this Note is not redeemable by the Company prior to maturity and is not subject to any sinking fund.

This Note will be redeemable at the option of the Company, in whole at any time or in part from time to time (any such date of optional redemption, an "Optional Redemption Date," which shall be a "Redemption Date" for purposes of the Indenture), at an optional redemption price (which shall be a "Redemption Price" for purposes of the Indenture) equal to the greater of (i) 100% of the principal amount of this Note to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest of this Note to be redeemed (not including any portion of any payments of interest accrued to the Optional Redemption Date) until Stated Maturity, in each case discounted from their respective scheduled payment dates to such Optional Redemption Date on a semiannual basis (assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as defined below) plus 15 basis points, as determined by the Reference Treasury Dealer (as defined below), plus, in each case, accrued and unpaid interest thereon to the date of redemption.

Notwithstanding the foregoing, installments of interest on this Note that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant Record Date.

"Adjusted Treasury Rate" means, with respect to any Optional Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated on the third Business Day preceding such Optional Redemption Date assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Optional Redemption Date.

A-3

"Comparable Treasury Issue" means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of this Note that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of this Note.

"Comparable Treasury Price" means, with respect to any Optional Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for such Optional Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than two such Reference Treasury Dealer Quotations, the average of all such quotations, or
(iii) if only one Reference Treasury Dealer Quotation is received, such quotation.

"Reference Treasury Dealer" means each of: (i) Barclays Capital Inc. and Citigroup Global Markets Inc. (or their respective affiliates which are Primary Treasury Dealers), and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in the United States (a "Primary Treasury Dealer"), the Company will substitute therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer(s) selected by the Trustee after consultation with the Company.

"Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any Optional Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Optional Redemption Date.

Notice of any optional redemption will be mailed at least 30 days but not more than 60 days before the Optional Redemption Date to the Holder hereof at its registered address.

If notice has been provided in accordance with the Indenture and funds for the redemption of this Note called for redemption have been made available on the Redemption Date, this Note will cease to bear interest on the date fixed for redemption. Thereafter, the only right of the Holder hereof will be to receive payment of the Redemption Price.

The Company will notify the Trustee at least 60 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and the Redemption Date. If the Company elects to redeem all or a portion of the Notes, the redemption will be conditional upon receipt by the Paying Agent or the Trustee of monies sufficient to pay the Redemption Price. If the Notes are only partially redeemed by the Company, the Trustee shall select which Notes are to be redeemed in a manner it deems fair and appropriate in accordance with the terms of the Indenture.

In the event of redemption of this Note in part only, a new Note or Notes of this series for the unredeemed portion hereof will be issued in the name of the registered Holder hereof upon the cancellation hereof.

In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Notes may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.

A-4

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Note upon compliance by the Company with certain conditions set forth therein.

The Indenture contains provisions permitting the Company and the Trustee, with the consent of the registered Holders of not less than a majority in aggregate principal amount of the outstanding Securities of each series affected at the time, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the registered Holders of the Securities; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Securities of any series, or reduce the principal amount thereof, or reduce the rate of or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the registered Holder of each Security so affected or (ii) reduce the aforesaid percentage of Securities, the registered Holders of which are required to consent to any such supplemental indenture, without the consent of the registered Holders of each Security then outstanding and affected thereby. The Indenture also contains provisions permitting (i) the registered Holders of at least 66 2/3% in aggregate principal amount of the Securities of all series at the time outstanding affected thereby, on behalf of the registered Holders of the Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and (ii) the registered Holders of a majority in aggregate principal amount of the Securities of all series at the time outstanding affected thereby, on behalf of the registered Holders of the Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the registered Holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such registered Holder and upon all future registered Holders and owners of this Note and of any Note issued in exchange hereof or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Note.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the time and place and at the rate and in the coin or currency herein prescribed.

Prior to the Release Date, the Notes of this series shall be secured by a series of Mortgage Bonds (the "Related Series of Bonds"), delivered by the Company to the Trustee for the benefit of the Holders of the Notes. Reference is made to the Mortgage and the Indenture for a description of the rights of the Trustee as Holder of the Related Series of Bonds, the property mortgaged and pledged under the Mortgage and the rights of the Company and of the Mortgage Trustee in respect thereof, the duties and immunities of the Mortgage Trustee and the terms and conditions upon which the Related Series of Bonds are secured and the circumstances under which additional Mortgage Bonds may be issued.

FROM AND AFTER SUCH TIME AS ALL BONDS, OTHER THAN (1) PLEDGED BONDS, INCLUDING THE RELATED SERIES OF BONDS, AND (2) MORTGAGE BONDS (EXCLUSIVE OF PLEDGED BONDS), WHICH DO NOT IN AGGREGATE PRINCIPAL AMOUNT EXCEED THE GREATER OF FIVE PERCENT (5%) OF NET TANGIBLE ASSETS OR FIVE PERCENT (5%) OF CAPITALIZATION, HAVE BEEN RETIRED THROUGH PAYMENT, REDEMPTION OR OTHERWISE (INCLUDING THOSE MORTGAGE BONDS THE PAYMENT FOR WHICH HAS BEEN PROVIDED FOR IN ACCORDANCE WITH THE MORTGAGE) AT, BEFORE OR AFTER THE MATURITY THEREOF, PROVIDED THAT NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED

A-5

AND IS CONTINUING (THE "RELEASE DATE"), THE RELATED SERIES OF BONDS SHALL CEASE TO SECURE THE NOTES IN ANY MANNER.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and any interest on this Note are payable or at such other offices or agencies as the Company may designate, duly endorsed by or accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Security Registrar or any transfer agent duly executed by the registered Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto.

Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, any Paying Agent and any Security Registrar may deem and treat the registered Holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Security Registrar) for the purpose of receiving payment of or on account of the principal hereof and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any Paying Agent nor any Security Registrar shall be affected by any notice to the contrary.

The Notes of this series are issuable only in fully registered form without coupons in denominations of $1,000 and any integral multiple thereof. This Global Security is exchangeable for Notes in definitive form only under certain limited circumstances set forth in the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series of a different authorized denomination, as requested by the registered Holder surrendering the same.

As set forth in, and subject to the provisions of, the Indenture, no Holder of any Note will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless (i) such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to the Notes of this series, (ii) the Holders of not less than 25% in principal amount of the outstanding Notes of this series shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee, (iii) the Trustee shall have failed to institute such proceeding within 60 days and (iv) the Trustee shall not have received from the Holders of a majority in principal amount of the outstanding Notes of this series a direction inconsistent with such request within such 60-day period; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of or any interest on this Note on or after the respective due dates expressed herein.

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

A-6

IN WITNESS WHEREOF, the parties hereto have caused this Note to be duly executed and attested, all as of the day and year first above written.

THE DETROIT EDISON COMPANY

By: _______________________________
Name:
Title:

ATTEST:

By: ___________________________
Name:
Title:

[Corporate Seal]

A-7

CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series of Notes described in the within mentioned Indenture.

J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION
as Trustee

By ____________________________
Authorized Signatory

Date: ______________

A-8

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please insert Social Security or Other Identifying Number of Assignee)

(Please print or type name and address, including zip code of assignee)

the within Note and all rights thereunder, hereby irrevocably constituting and appointing such person attorneys to transfer the within Note on the books of the Issuer, with full power of substitution in the premises.

Dated: __________________

NOTICE: The signature of this assignment must correspond with the name as written upon the face of the within Note in every particular, without alteration or enlargement or any change whatever and NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer Agents Medallion Program ("STAMP"), the Stock Exchange, Inc. Medallion Signature Program ("MSP"). When assignment is made by a guardian, trustee, executor or administrator, an officer of a corporation, or anyone in a representative capacity, proof of his or her authority to act must accompany this Note.

A-9

EXHIBIT B

NO. R- __ $____

THE DETROIT EDISON COMPANY

2005 SERIES BR 5.45% SENIOR NOTES DUE 2035

Principal Amount: $200,000,000

Authorized Denomination: $1,000

Regular Record Date: close of business on the 15th calendar day (whether or not a Business Day) prior to the relevant Interest Payment Date

Original Issue Date: February 7, 2005

Stated Maturity: February 15, 2035

Interest Payment Dates: February 15 and August 15 of each year, commencing August 15, 2005

Interest Rate: 5.45% per annum

THE DETROIT EDISON COMPANY, a corporation duly organized and existing under the laws of the State of Michigan (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, at the office or agency of the Company in The City of New York, New York, the principal sum of __________________ ($_____________) on February 15, 2035 (the "Stated Maturity"), in the coin or currency of the United States, and to pay interest thereon from February 7, 2005, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, in arrears on each Interest Payment Date as specified above, commencing on August 15, 2005, and on the Stated Maturity at the rate per annum shown above (the "Interest Rate") until the principal hereof is due and payable and on any overdue

B-1

principal and premium and on any overdue installment of interest. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered on the Regular Record Date as specified above next preceding such Interest Payment Date. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date to be fixed by the Trustee, for the payment of such defaulted Interest notice whereof shall be given to Holders of Notes of this series not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Notes of this series shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Indenture.

UNTIL THE RELEASE DATE (AS DEFINED BELOW), THIS NOTE SHALL BE SECURED BY GENERAL AND REFUNDING MORTGAGE BONDS, 2005 Series BR (THE "MORTGAGE BONDS") ISSUED AND DELIVERED BY THE COMPANY TO THE TRUSTEE (AS DEFINED BELOW) UNDER THE COMPANY'S SUPPLEMENTAL INDENTURE DATED AS OF April 1, 2005, SUPPLEMENTING THE MORTGAGE AND DEED OF TRUST DATED AS OF OCTOBER 1, 1924 BETWEEN THE COMPANY AND J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (THE "MORTGAGE TRUSTEE"), PLEDGED BY THE COMPANY FOR THE BENEFIT OF THE HOLDERS OF THE NOTES TO THE TRUSTEE UNDER THE INDENTURE (THE "MORTGAGE"). ON THE RELEASE DATE, THE NOTES SHALL CEASE TO BE SECURED BY SUCH MORTGAGE BONDS AND, AT THE COMPANY'S OPTION, SHALL EITHER (1) BECOME

B-2

UNSECURED GENERAL OBLIGATIONS OF THE COMPANY OR (2) BE SECURED BY SUBSTITUTE MORTGAGE BONDS UNDER A SUBSTITUTE MORTGAGE.

This Note will be redeemable at the option of the Company, in whole at any time or in part from time to time (any such date of optional redemption, an "Optional Redemption Date," which shall be a "Redemption Date" for purposes of the Indenture), at an optional redemption price (which shall be a "Redemption Price" for purposes of the Indenture) equal to the greater of (i) 100% of the principal amount of this Note to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest of this Note to be redeemed (not including any portion of any payments of interest accrued to the Optional Redemption Date) until Stated Maturity, in each case discounted from their respective scheduled payment dates to such Optional Redemption Date on a semiannual basis (assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as defined below) plus 20 basis points, as determined by the Reference Treasury Dealer (as defined below), plus, in each case, accrued and unpaid interest thereon to the date of redemption.

B-3

Notice of any optional redemption will be mailed at least 30 days but not more than 60 days before the Optional Redemption Date to the Holder hereof at its registered address.

B-4

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Note upon compliance by the Company with certain conditions set forth therein.

B-5

AND IS CONTINUING (THE "RELEASE DATE"), THE RELATED SERIES OF BONDS SHALL CEASE TO SECURE THE NOTES IN ANY MANNER.

All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

B-6

IN WITNESS WHEREOF, the parties hereto have caused this Note to be duly executed and attested, all as of the day and year first above written.

THE DETROIT EDISON COMPANY

By: _______________________________
Name:
Title:

ATTEST:

By: ___________________________
Name:
Title:

[Corporate Seal]

B-7

CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series of Notes described in the within mentioned Indenture.

J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION
as Trustee

By _________________________
Authorized Signatory

Date: ______________

B-8

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please insert Social Security or Other Identifying Number of Assignee)

(Please print or type name and address, including zip code of assignee)

Dated: __________________

B-9

EXHIBIT 4.3

INDENTURE

DATED AS OF APRIL 1, 2005

THE DETROIT EDISON COMPANY
(2000 2nd Avenue,
Detroit, Michigan 48226)

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
(SUCCESSOR TO BANK ONE, NATIONAL ASSOCIATION)

611 Woodward Avenue, Detroit, Michigan 48226

AS TRUSTEE

SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924

PROVIDING FOR

(A) GENERAL AND REFUNDING MORTGAGE BONDS,
2005 SERIES AR,

(B) GENERAL AND REFUNDING MORTGAGE BONDS,
2005 SERIES BR,

AND

TABLE OF CONTENTS*

                                                                                              PAGE
                                                                                              ----
PARTIES                                                                                         1
  Original Indenture and Supplementals.....................................................     1
  Issue of Bonds Under Indenture...........................................................     2
  Bonds Heretofore Issued..................................................................     2
  Reason for Creation of New Series........................................................     9
  Bonds to be 2005 Series AR and 2005 Series BR............................................    10
  Further Assurance........................................................................    10
  Authorization of Supplemental Indenture..................................................    10
  Consideration for Supplemental Indenture.................................................    11
PART I. CREATION OF THREE HUNDRED FORTY-FIRST SERIES OF
BONDS. GENERAL AND REFUNDING MORTGAGE BONDS, 2005 SERIES AR                                    11
  Sec. 1.  Terms of Bonds of 2005 Series AR................................................    11
           Release.........................................................................    14
  Sec. 2.  Redemption of Bonds of 2005 Series AR...........................................    14
  Sec. 3.  Redemption of Bonds of 2005 Series AR in event of acceleration of Notes.........    15
  Sec. 4.  Form of Bonds of 2005 Series AR.................................................    16
           Form of Trustee's Certificate                                                       18
PART II. CREATION OF THREE HUNDRED FORTY-SECOND SERIES OF BONDS. GENERAL AND REFUNDING
MORTGAGE BONDS, 2005 SERIES BR                                                                 21
  Sec. 1.  Terms of Bonds of 2005 Series BR................................................    21
           Release.........................................................................    24
  Sec. 2.  Redemption of Bonds of 2005 Series BR...........................................    25
  Sec. 3.  Redemption of Bonds of 2005 Series BR in event of acceleration of Notes.........    25
  Sec. 4.  Form of Bonds of 2005 Series BR.................................................    26
           Form of Trustee's Certificate...................................................    28
PART III. RECORDING AND FILING DATA                                                            31
  Recording and Filing of Original Indenture...............................................    31
  Recording and Filing of Supplemental Indentures..........................................    31
  Recording of Certificates of Provision for Payment.......................................    36
PART IV. THE TRUSTEE                                                                           37
  Terms and Conditions of Acceptance of Trust by Trustee...................................    37
PART V. MISCELLANEOUS                                                                          37
  Confirmation of Section 318(c) of Trust Indenture Act....................................    37
  Execution in Counterparts................................................................    37
  Testimonium..............................................................................    37
  Execution by The Detroit Edison Company..................................................    38
  Acknowledgment of Execution by Company...................................................    39
  Execution by Trustee.....................................................................    40
  Acknowledgment of Execution by Trustee...................................................    41
  Affidavit as to Consideration and Good Faith.............................................    42

* This Table of Contents shall not have any bearing upon the interpretation of any of the terms or provisions of this Indenture.

(i)

PARTIES.         SUPPLEMENTAL INDENTURE, dated as of the 1st day of April,
                 in the year 2005, between THE DETROIT EDISON COMPANY, a
                 corporation organized and existing under the laws of the State
                 of Michigan and a public utility (hereinafter called the
                 "Company"), party of the first part, and J.P. Morgan Trust
                 Company, National Association (successor to Bank One,
                 National Association), a trust company organized and existing
                 under the laws of the United States, having a corporate trust
                 office at 611 Woodward Avenue, Detroit, Michigan 48226, as
                 successor Trustee under the Mortgage and Deed of Trust
                 hereinafter mentioned (hereinafter called the "Trustee"), party
                 of the second part.

ORIGINAL         WHEREAS, the Company has heretofore executed and delivered
INDENTURE AND    its  Mortgage and Deed of Trust (hereinafter referred to
SUPPLEMENTALS.   as the "Original Indenture"), dated as of October 1, 1924, to
                 the Trustee, for the security of all bonds of the Company
                 outstanding thereunder, and pursuant to the terms and
                 provisions of the Original Indenture, indentures dated as of,
                 respectively, June 1, 1925, August 1, 1927, February 1, 1931,
                 June 1, 1931, October 1, 1932, September 25, 1935, September
                 1, 1936, November 1, 1936, February 1, 1940, December 1, 1940,
                 September 1, 1947, March 1, 1950, November 15, 1951, January
                 15, 1953, May 1, 1953, March 15, 1954, May 15, 1955, August
                 15, 1957, June 1, 1959, December 1, 1966, October 1, 1968,
                 December 1, 1969, July 1, 1970, December 15, 1970, June 15,
                 1971, November 15, 1971, January 15, 1973, May 1, 1974,
                 October 1, 1974, January 15, 1975, November 1, 1975, December
                 15, 1975, February 1, 1976, June 15, 1976, July 15, 1976,
                 February 15, 1977, March 1, 1977, June 15, 1977, July 1, 1977,
                 October 1, 1977, June 1, 1978, October 15, 1978, March 15,
                 1979, July 1, 1979, September 1, 1979, September 15, 1979,
                 January 1, 1980, April 1, 1980, August 15, 1980, August 1,
                 1981, November 1, 1981, June 30, 1982, August 15, 1982, June
                 1, 1983, October 1, 1984, May 1, 1985, May 15, 1985, October
                 15, 1985, April 1, 1986, August 15, 1986, November 30, 1986,
                 January 31, 1987, April 1, 1987, August 15, 1987, November 30,
                 1987, June 15, 1989, July 15, 1989, December 1, 1989, February
                 15, 1990, November 1, 1990, April 1, 1991, May 1, 1991, May
                 15, 1991, September 1, 1991, November 1, 1991, January 15,
                 1992, February 29, 1992, April 15, 1992, July 15, 1992, July
                 31, 1992, November 30, 1992, December 15, 1992, January 1,
                 1993, March 1, 1993, March 15, 1993, April 1, 1993, April 26,
                 1993, May 31, 1993, June 30, 1993, June 30, 1993, September
                 15, 1993, March 1, 1994, June 15, 1994, August 15, 1994,
                 December 1, 1994, August 1, 1995, August 1, 1999, August 15,
                 1999 and January 1, 2000, April

                                        1

                 15, 2000, August 1, 2000, March 15, 2001, May 1, 2001, August
                 15, 2001, September 15, 2001, September 17, 2002, October 15,
                 2002, December 1, 2002, August 1, 2003, March 15, 2004, July
                 1, 2004 and February 1, 2005 supplemental to the Original
                 Indenture, have heretofore been entered into between the
                 Company and the Trustee (the Original Indenture and all
                 indentures supplemental thereto together being hereinafter
                 sometimes referred to as the "Indenture"); and

ISSUE OF BONDS   WHEREAS, the Indenture provides that said bonds shall be
UNDER            issuable in one or more series, and makes provision that the
INDENTURE.       rates of interest and dates for the payment thereof, the date
                 of maturity or dates of maturity, if of serial maturity, the
                 terms and rates of optional redemption (if redeemable), the
                 forms of registered bonds without coupons of any series and
                 any other provisions and agreements in respect thereof, in the
                 Indenture provided and permitted, as the Board of Directors
                 may determine, may be expressed in a supplemental indenture to
                 be made by the Company to the Trustee thereunder; and

BONDS            WHEREAS, bonds in the principal amount of Eleven billion two
HERETOFORE       hundred twenty-three million six hundred twenty-seven thousand
ISSUED.          ($11,223,627,000) have heretofore been issued under the

Indenture as follows, viz:

(1) Bonds of Series A -- Principal Amount $26,016,000,

(2) Bonds of Series B -- Principal Amount $23,000,000,

(3) Bonds of Series C -- Principal Amount $20,000,000,

(4) Bonds of Series D -- Principal Amount $50,000,000,

(5) Bonds of Series E -- Principal Amount $15,000,000,

(6) Bonds of Series F -- Principal Amount $49,000,000,

(7) Bonds of Series G -- Principal Amount $35,000,000,

(8) Bonds of Series H -- Principal Amount $50,000,000,

(9) Bonds of Series I -- Principal Amount $60,000,000,

(10) Bonds of Series J -- Principal Amount $35,000,000,

(11) Bonds of Series K -- Principal Amount $40,000,000,

(12) Bonds of Series L -- Principal Amount $24,000,000,

(13) Bonds of Series M -- Principal Amount $40,000,000,

(14) Bonds of Series N -- Principal Amount $40,000,000,

(15) Bonds of Series O -- Principal Amount $60,000,000,

(16) Bonds of Series P -- Principal Amount $70,000,000,

(17) Bonds of Series Q -- Principal Amount $40,000,000,

(18) Bonds of Series W -- Principal Amount $50,000,000,

(19) Bonds of Series AA -- Principal Amount $100,000,000,

(20) Bonds of Series BB -- Principal Amount $50,000,000,

(21) Bonds of Series CC -- Principal Amount $50,000,000,

(22) Bonds of Series UU -- Principal Amount $100,000,000,

(23-31) Bonds of Series DDP Nos. 1-9 -- Principal Amount $14,305,000,

(32-45) Bonds of Series FFR Nos. 1-14 -- Principal Amount $45,600,000,

(46-67) Bonds of Series GGP Nos. 1-22 -- Principal Amount $42,300,000,

(68) Bonds of Series HH -- Principal Amount $50,000,000,

(69-90) Bonds of Series IIP Nos. 1-22 -- Principal Amount $3,750,000,

(91-98) Bonds of Series JJP Nos. 1-8 -- Principal Amount $6,850,000,

(99-107) Bonds of Series KKP Nos. 1-9 -- Principal Amount $34,890,000,

(108-122) Bonds of Series LLP Nos. 1-15 -- Principal Amount $8,850,000,

(123-143) Bonds of Series NNP Nos. 1-21 -- Principal Amount $47,950,000,

(144-161) Bonds of Series OOP Nos. 1-18 -- Principal Amount $18,880,000,

(162-180) Bonds of Series QQP Nos. 1-19 -- Principal Amount $13,650,000,

(181-195) Bonds of Series TTP Nos. 1-15 -- Principal Amount $3,800,000,

(196) Bonds of 1980 Series A -- Principal Amount $50,000,000,

(197-221) Bonds of 1980 Series CP Nos. 1-25 -- Principal Amount $35,000,000,

(222-232) Bonds of 1980 Series DP -- Principal Amount $10,750,000, Nos. 1-11

(233-248) Bonds of 1981 Series AP -- Principal Amount $124,000,000, Nos. 1-16

(249) Bonds of 1985 Series A -- Principal Amount $35,000,000,

(250) Bonds of 1985 Series B -- Principal Amount $50,000,000,

(251) Bonds of Series PP -- Principal Amount $70,000,000,

(252) Bonds of Series RR -- Principal Amount $70,000,000,

(253) Bonds of Series EE -- Principal Amount $50,000,000,

(254-255) Bonds of Series MMP and -- Principal Amount $5,430,000, MMP No. 2

(256) Bonds of Series T -- Principal Amount $75,000,000,

(257) Bonds of Series U -- Principal Amount $75,000,000,

(258) Bonds of 1986 Series B -- Principal Amount $100,000,000,

(259) Bonds of 1987 Series D -- Principal Amount $250,000,000,

(260) Bonds of 1987 Series E -- Principal Amount $150,000,000,

(261) Bonds of 1987 Series C -- Principal Amount $225,000,000,

(262) Bonds of Series V -- Principal Amount $100,000,000,

(263) Bonds of Series SS -- Principal Amount $150,000,000,

(264) Bonds of 1980 Series B -- Principal Amount $100,000,000,

(265) Bonds of 1986 Series C -- Principal Amount $200,000,000,

(266) Bonds of 1986 Series A -- Principal Amount $200,000,000,

(267) Bonds of 1987 Series B -- Principal Amount $175,000,000,

(268) Bonds of Series X -- Principal Amount $100,000,000,

(269) Bonds of 1987 Series F -- Principal Amount $200,000,000,

(270) Bonds of 1987 Series A -- Principal Amount $300,000,000,

(271) Bonds of Series Y -- Principal Amount $60,000,000,

(272) Bonds of Series Z -- Principal Amount $100,000,000,

(273) Bonds of 1989 Series A -- Principal Amount $300,000,000,

(274) Bonds of 1984 Series AP -- Principal Amount $2,400,000,

(275) Bonds of 1984 Series BP -- Principal Amount $7,750,000,

(276) Bonds of Series R -- Principal Amount $100,000,000,

(277) Bonds of Series S -- Principal Amount $150,000,000,

(278) Bonds of 1993 Series D -- Principal Amount $100,000,000,

(279) Bonds of 1992 Series E -- Principal Amount $50,000,000,

(280) Bonds of 1993 Series B -- Principal Amount $50,000,000,

(281) Bonds of 1989 Series BP -- Principal Amount $66,565,000,

(282) Bonds of 1990 Series A -- Principal Amount $194,649,000,

(283) Bonds of 1993 Series G -- Principal Amount $225,000,000,

(284) Bonds of 1993 Series K -- Principal Amount $160,000,000,

(285) Bonds of 1991 Series EP -- Principal Amount $41,480,000,

(286) Bonds of 1993 Series H -- Principal Amount $50,000,000,

(287) Bonds of 1999 Series D -- Principal Amount $40,000,000,

(288) Bonds of 1991 Series FP -- Principal Amount $98,375,000,

(289) Bonds of 1992 Series BP -- Principal Amount $20,975,000,

(290) Bonds of 1992 Series D -- Principal Amount $300,000,000,

(291) Bonds of 1992 Series CP -- Principal Amount $35,000,000,

(292) Bonds of 1993 Series C -- Principal Amount $225,000,000,

(293) Bonds of 1993 Series E -- Principal Amount $400,000,000,

(294) Bonds of 1993 Series J -- Principal Amount $300,000,000,

(295-300) Bonds of Series KKP Nos. 10-15 -- Principal Amount $179,590,000,

(301) Bonds of 1989 Series BP No. 2 -- Principal Amount $36,000,000,

(302) Bonds of 1993 Series FP -- Principal Amount $5,685,000,

(303) Bonds of 1993 Series IP -- Principal Amount $5,825,000,

(304) Bonds of 1994 Series AP -- Principal Amount $7,535,000,

(305) Bonds of 1994 Series BP -- Principal Amount $12,935,000,

(306) Bonds of 1994 Series DP -- Principal Amount $23,700,000,

(307) Bonds of 1994 Series C -- Principal Amount $200,000,000, and

(308) Bonds of 2000 Series A -- Principal Amount $220,000,000,

all of which have either been retired and cancelled, or no longer represent obligations of the Company, having matured or having been called for

redemption and funds necessary to effect the payment, redemption and retirement thereof having been deposited with the Trustee as a special trust fund to be applied for such purpose;

(309) Bonds of 1990 Series B in the principal amount of Two hundred fifty-six million nine hundred thirty-two thousand dollars ($256,932,000) of which One hundred fifty-two million two hundred fifty-six thousand dollars ($152,256,000) principal amount havetofore been retired and One hundred four million six hundred seventy-six thousand dollars ($104,676,000) principal amount are outstanding at the date hereof;

(310) Bonds of 1990 Series C in the principal amount of Eighty-five million four hundred seventy-five thousand dollars ($85,475,000) of which Fifty-four million seven hundred four thousand dollars ($54,704,000) principal amount have heretofore been retired and Thirty million seven hundred seventy-one thousand dollars ($30,771,000) principal amount are outstanding at the date hereof;

(311) Bonds of 1991 Series AP in the principal amount of Thirty-two million three hundred seventy-five thousand dollars ($32,375,000), all of which are outstanding at the date hereof;

(312) Bonds of 1991 Series BP in the principal amount of Twenty-five million nine hundred ten thousand dollars ($25,910,000), all of which are outstanding at the date hereof;

(313) Bonds of 1991 Series CP in the principal amount of Thirty-two million eight hundred thousand dollars ($32,800,000), all of which are outstanding at the date hereof;

(314) Bonds of 1991 Series DP in the principal amount of Thirty-seven million six hundred thousand dollars ($37,600,000), all of which are outstanding at the date hereof;

(315) Bonds of 1992 Series AP in the principal amount of Sixty-six million dollars ($66,000,000), all of which are outstanding at the date hereof;

(316) Bonds of 1993 Series AP in the principal amount of Sixty-five million dollars ($65,000,000), all of which are outstanding at the date hereof;

(317) Bonds of 1995 Series AP in the principal amount of Ninety-seven million dollars ($97,000,000), all of which are outstanding at the date hereof;

(318) Bonds of 1995 Series BP in the principal amount of Twenty-two million, one hundred seventy-five thousand dollars ($22,175,000), all of which are outstanding at the date hereof;

(319) Bonds of 1999 Series AP in the principal amount of One hundred eighteen million three hundred sixty thousand dollars ($118,360,000), all of which are outstanding at the date hereof;

(320) Bonds of 1999 Series BP in the principal amount of Thirty-nine million seven hundred forty-five thousand dollars ($39,745,000), all of which are outstanding of the date hereof;

(321) Bonds of 1999 Series CP in the principal amount of Sixty-six million five hundred sixty-five thousand dollars ($66,565,000), all of which are outstanding at the date hereof;

(322) Bonds of 2000 Series B in the principal amount of Fifty million seven hundred forty-five thousand dollars ($50,745,000), all of which are outstanding at the date hereof;

(323) Bonds of 2001 Series AP in the principal amount of Thirty-one million ($31,000,000), all of which are outstanding at the date hereof;

(324) Bonds of 2001 Series BP in the principal amount of Eighty-two million three hundred fifty thousand ($82,350,000), all of which are outstanding at the date hereof;

(325) Bonds of 2001 Series CP in the principal amount of One hundred thirty-nine million eight hundred fifty-five thousand dollars ($139,855,000), all of which are outstanding at the date hereof;

(326) Bonds of 2001 Series D in the principal amount of Two hundred million dollars ($200,000,000), all of which are outstanding at the date hereof;

(327) Bonds of 2001 Series E in the principal amount of Five hundred million dollars ($500,000,000), all of which are outstanding at the date hereof;

(328) Bonds of 2002 Series A in the principal amount of Two hundred twenty-five million dollars ($225,000,000), all of which are outstanding at the date hereof;

(329) Bonds of 2002 Series B in the principal amount of Two hundred twenty-five million dollars ($225,000,000), all of which are outstanding at the date hereof;

(330) Bonds of 2002 Series C in the principal amount of Sixty-four million three hundred thousand dollars ($64,300,000), all of which are outstanding at the date hereof;

(331) Bonds of 2002 Series D in the principal amount of Fifty-five million nine hundred seventy-five thousand dollars ($55,975,000), all of which are outstanding at the date hereof;

(332) Bonds of 2003 Series A in the principal amount of Forty-nine million dollars ($49,000,000), all of which are outstanding at the date hereof;

(333) INTENTIONALLY RESERVED FOR 1990 SERIES D;

(334) INTENTIONALLY RESERVED FOR 1990 SERIES E;

(335) INTENTIONALLY RESERVED FOR 1990 SERIES F;

(336) Bonds of 2004 Series A in the principal amount of Thirty-six million dollars ($36,000,000), all of which are outstanding at the date hereof;

(337) Bonds of 2004 Series B in the principal amount of Thirty-one million nine hundred eighty thousand dollars ($31,980,000), all of which are outstanding at the date hereof; and

(338) Bonds of 2004 Series D in the principal amount of Two hundred million dollars ($200,000,000), all of which are outstanding at the date hereof;

(339) Bonds of 2005 Series A in the principal amount of Two hundred million dollars ($200,000,000), all of which are outstanding at the date hereof;

(340) Bonds of 2005 Series B in the principal amount of Two hundred million dollars ($200,000,000), all of which are outstanding at the date hereof; and

accordingly, the Company has issued and has presently outstanding Three billion thirty million one hundred eighty-two thousand dollars ($3,030,182,000) aggregate principal amount of its General and Refunding Mortgage Bonds (the "Bonds") at the date hereof.

REASON FOR          WHEREAS, the Company intends to issue series of Notes under
CREATION OF         the Note Indenture herein referred to, and, pursuant to the
NEW SERIES.         Note Indenture, the Company has agreed to issue its General
                    and Refunding Mortgage Bonds under the Indenture in

                                        9

                    order further to secure its obligations with respect to such
                    Notes; and

BONDS TO BE 2005    WHEREAS, for such purpose the Company desires by this
SERIES AR AND 2005  Supplemental Indenture to create two new series of bonds, to
SERIES BR.          be designated "General and Refunding Mortgage Bonds, 2005
                    Series AR" in the aggregate principal amount of two hundred
                    million dollars ($200,000,000) and "General and Refunding
                    Mortgage Bonds, 2005 Series BR" in the aggregate principal
                    amount of two hundred million dollars ($200,000,000), to be
                    authenticated and delivered pursuant to Section 8 of Article
                    III of the Indenture; and

FURTHER ASSURANCE.  WHEREAS, the Original Indenture, by its terms, includes in
                    the property subject to the lien thereof all of the estates
                    and properties, real, personal and mixed, rights, privileges
                    and franchises of every nature and kind and wheresoever
                    situate, then or thereafter owned or possessed by or
                    belonging to the Company or to which it was then or at any
                    time thereafter might be entitled in law or in equity
                    (saving and excepting, however, the property therein
                    specifically excepted or released from the lien thereof),
                    and the Company therein covenanted that it would, upon
                    reasonable request, execute and deliver such further
                    instruments as may be necessary or proper for the better \
                    assuring and confirming unto the Trustee all or any part of
                    the trust estate, whether then or thereafter owned or
                    acquired by the Company (saving and excepting, however,
                    property specifically excepted or released from the lien
                    thereof); and

AUTHORIZATION OF    WHEREAS, the Company in the exercise of the powers and
SUPPLEMENTAL        authority conferred upon and reserved to it under and by
INDENTURE.          virtue of the provisions of the Indenture, and pursuant to
                    resolutions of its Board of Directors has duly resolved and
                    determined to make, execute and deliver to the Trustee a
                    supplemental indenture in the form hereof for the purposes
                    herein provided; and

                    WHEREAS, all conditions and requirements necessary to make
                    this Supplemental Indenture a valid and legally binding
                    instrument in accordance with its terms have been done,
                    performed and fulfilled, and the execution and delivery
                    hereof have been in all respects duly authorized;

                                       10

CONSIDERATION FOR   NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The Detroit
SUPPLEMENTAL        Edison Company, in consideration of the premises and of the
INDENTURE.          covenants contained in the Indenture and of the sum of One
                    Dollar ($1.00) and other good and valuable consideration to
                    it duly paid by the Trustee at or before the ensealing and
                    delivery of these presents, the receipt whereof is hereby
                    acknowledged, hereby covenants and agrees to and with the
                    Trustee and its successors in the trusts under the Original
                    Indenture and in said indentures supplemental thereto as
                    follows:

                                     PART I.
                      CREATION OF THREE HUNDRED FORTY-FIRST
                            SERIES OF BONDS, GENERAL
                          AND REFUNDING MORTGAGE BONDS,
                              2005 SERIES AR BONDS

TERMS OF            SECTION 1. The Company hereby creates the three hundred
BONDS OF            forty-first series of bonds to be issued under and secured
2005 SERIES AR.     by the Original Indenture as amended to date and as further
                    amended by this Supplemental Indenture, to be designated,
                    and to be distinguished from the bonds of all other series,
                    by the title "General and Refunding Mortgage Bonds, 2005
                    Series AR" (elsewhere herein referred to as the "bonds of
                    2005 Series AR"). The aggregate principal amount of bonds of
                    2005 Series AR shall be limited to two hundred million
                    dollars ($200,000,000), except as provided in Sections 7 and
                    13 of Article II of the Original Indenture with respect to
                    exchanges and replacements of bonds, and except further that
                    the Company may, without the consent of any holder of the
                    bonds of 2005 Series AR, "reopen" the bonds of 2005 Series
                    AR so as to increase the aggregate principal amount
                    outstanding to equal the aggregate principal amount of Notes
                    (as defined below) outstanding upon a "reopening" of the
                    series, so long as any additional bonds of 2005 Series AR
                    have the same tenor and terms as the bonds of 2005 Series AR
                    established hereby.

                    Subject to the release provisions set forth below, each
                    bond of 2005 Series AR is to be irrevocably assigned to,
                    and registered in the name of, J.P. Morgan Trust
                    Company, National Association, as trustee, or a
                    successor trustee (said trustee or any successor trustee
                    being hereinafter referred to as the "Note Indenture
                    Trustee"), under the collateral trust indenture, dated
                    as of June 30, 1993 (the "Note Indenture"), as
                    supplemented, between the Note Indenture Trustee and the
                    Company,

                                       11

                    to secure payment of the Company's 2005 Series AR 4.80%
                    Senior Notes due 2015 (for purposes of this Part I, the
                    "4.80% Notes").

                    The bonds of 2005 Series AR shall be issued as
                    registered bonds without coupons in denominations of a
                    multiple of $1,000. The bonds of 2005 Series AR shall be
                    issued in the aggregate principal amount of
                    $200,000,000, shall mature on February 15, 2015 (subject
                    to earlier redemption or release) and shall bear
                    interest at the rate of 4.80% per annum, payable
                    semi-annually in arrears on February 15 and August 15 of
                    each year (commencing August 15, 2005), until the
                    principal thereof shall have become due and payable and
                    thereafter until the Company's obligation with respect
                    to the payment of said principal shall have been
                    discharged as provided in the Indenture. The bonds of
                    2005 Series AR shall bear additional interest
                    ("Additional Interest") pursuant to that certain
                    Registration Rights Agreement, dated as of February 7,
                    2005, among the Company and the other parties named
                    therein upon the occurrence of any Registration Default
                    (as defined therein). Additional Interest shall be
                    payable on the applicable interest payment dates to the
                    same persons and in the same manner as provided herein
                    for payments of ordinary interest.

                    The bonds of 2005 Series AR shall be payable as to
                    principal, premium, if any, and interest as provided in
                    the Indenture, but only to the extent and in the manner
                    herein provided. The bonds of 2005 Series AR shall be
                    payable, both as to principal and interest, at the
                    office or agency of the Company in the Borough of
                    Manhattan, the City and State of New York, in any coin
                    or currency of the United States of America which at the
                    time of payment is legal tender for public and private
                    debts.

                    Except as provided herein, each bond of 2005 Series AR
                    shall be dated the date of its authentication and
                    interest shall be payable on the principal represented
                    thereby from the February 15 or August 15 next preceding
                    the date thereof to which interest has been paid on
                    bonds of 2005 Series AR, unless the bond is
                    authenticated on a date to which interest has been paid,
                    in which case interest shall be payable from the date of
                    authentication, or unless the date of authentication is
                    prior to August 15, 2005, in which case interest shall
                    be payable from February 7, 2005.

                    The bonds of 2005 Series AR in definitive form shall be,
                    at the election of the Company, fully engraved or shall
                    be lithographed or printed in authorized denominations
                    as aforesaid and numbered 1 and upwards

                                       12

                    (with such further designation as may be appropriate and
                    desirable to indicate by such designation the form, series
                    and denomination of bonds of 2005 Series AR). Until bonds of
                    2005 Series AR in definitive form are ready for delivery,
                    the Company may execute, and upon its request in writing the
                    Trustee shall authenticate and deliver in lieu thereof,
                    bonds of 2005 Series AR in temporary form, as provided in
                    Section 10 of Article II of the Indenture. Temporary bonds
                    of 2005 Series AR, if any, may be printed and may be issued
                    in authorized denominations in substantially the form of
                    definitive bonds of 2005 Series AR, but without a recital of
                    redemption prices and with such omissions, insertions
                    and variations as may be appropriate for temporary
                    bonds, all as may be determined by the Company.

                    Interest on any bond of 2005 Series AR that is payable
                    on any interest payment date and is punctually paid or
                    duly provided for shall be paid to the person in whose
                    name that bond, or any previous bond to the extent
                    evidencing the same debt as that evidenced by that bond,
                    is registered at the close of business on the regular
                    record date for such interest, which regular record date
                    shall be the fifteenth calendar day (whether or not a
                    business day) next preceding such interest payment date.
                    If the Company shall default in the payment of the
                    interest due on any interest payment date on the
                    principal represented by any bond of 2005 Series AR,
                    such defaulted interest shall forthwith cease to be
                    payable to the registered holder of that bond on the
                    relevant regular record date by virtue of his having
                    been such holder, and such defaulted interest may be
                    paid to the registered holder of that bond (or any bond
                    or bonds of 2005 Series AR issued upon transfer or
                    exchange thereof) on the date of payment of such
                    defaulted interest or, at the election of the Company,
                    to the person in whose name that bond (or any bond or
                    bonds of 2005 Series AR issued upon transfer or exchange
                    thereof) is registered on a subsequent record date
                    established by notice given by mail by or on behalf of
                    the Company to the holders of bonds of 2005 Series AR
                    not less than ten (10) days preceding such subsequent
                    record date, which subsequent record date shall be at
                    least five (5) days prior to the payment date of such
                    defaulted interest.

                    Bonds of 2005 Series AR shall not be assignable or
                    transferable except as may be set forth under Section
                    405 of the Note Indenture or in the supplemental note
                    indenture relating to the 4.80% Notes, or, subject to
                    compliance with applicable law, as may be involved in
                    the course of the exercise of rights and remedies
                    consequent upon an Event of Default under the Note
                    Indenture. Any such transfer shall be made upon
                    surrender thereof for cancellation at the office or
                    agency of the

                                       13

                    Company in the Borough of Manhattan, the City and State of
                    New York, together with a written instrument of transfer
                    (if so required by the Company or by the Trustee) in form
                    approved by the Company duly executed by the holder or by
                    its duly authorized attorney. Bonds of 2005 Series AR shall
                    in the same manner be exchangeable for a like aggregate
                    principal amount of bonds of 2005 Series AR upon the terms
                    and conditions specified herein and in Section 7 of Article
                    II of the Indenture. The Company waives its rights under
                    Section 7 of Article II of the Indenture not to make
                    exchanges or transfers of bonds of 2005 Series AR during
                    any period of ten (10) days next preceding any
                    redemption date for such bonds.

                    Bonds of 2005 Series AR, in definitive and temporary
                    form, may bear such legends as may be necessary to
                    comply with any law or with any rules or regulations
                    made pursuant thereto or as may be specified in the Note
                    Indenture.

                    Upon payment of the principal or premium, if any, or
                    interest on the 4.80% Notes, whether at maturity or
                    prior to maturity by redemption or otherwise, or upon
                    provision for the payment thereof having been made in
                    accordance with Article V of the Note Indenture, bonds
                    of 2005 Series AR in a principal amount equal to the
                    principal amount of such 4.80% Notes, shall, to the
                    extent of such payment of principal, premium or
                    interest, be deemed fully paid and the obligation of the
                    Company thereunder to make such payment shall forthwith
                    cease and be discharged, and, in the case of the payment
                    of principal and premium, if any, such bonds shall be
                    surrendered for cancellation or presented for
                    appropriate notation to the Trustee.

RELEASE.            From and after the Release Date (as defined in the Note
                    Indenture), the bonds of 2005 Series AR shall be deemed
                    fully paid, satisfied and discharged and the obligation of
                    the Company thereunder shall be terminated. On the Release
                    Date, the bonds of 2005 Series AR shall be surrendered to
                    and canceled by the Trustee. The Company covenants and
                    agrees that, prior to the Release Date, it will not take any
                    action that would cause the outstanding principal amount of
                    the bonds of 2005 Series AR to be less than the then
                    outstanding principal amount of the 4.80% Notes.

REDEMPTION          SECTION 2. Bonds of 2005  shall be redeemed on the
OF                  respective  Series dates and in the respective principal
BONDS OF 2005       amounts which correspond to the AR. redemption dates for,
SERIES AR           and the principal amounts to be redeemed of, the
                    4.80% Notes.

                                       14

                    In the event the Company elects to redeem any 4.80% Notes
                    prior to maturity in accordance with the provisions of the
                    Note Indenture, the Company shall give the Trustee notice of
                    redemption of bonds of 2005 Series AR on the same date as it
                    gives notice of redemption of 4.80% Notes to the Note
                    Indenture Trustee.

REDEMPTION          SECTION 3. In the event of an Event of Default under the
OF                  Note Indenture and the acceleration of all 4.80% Notes, the
BONDS OF 2005       bonds of 2005 Series AR shall be redeemable in whole upon
SERIES AR IN        receipt by the Trustee of  a written demand (hereinafter
EVENT OF            called a "Redemption Demand") from the  Note Indenture
ACCELERATION        Trustee stating that there has occurred under the Note
OF                  Indenture both an Event of Default and a declaration of
NOTES.              acceleration of payment of principal, accrued interest
                    and premium, if any, on the 4.80% Notes, specifying the
                    last date to which interest on the 4.80% Notes has been
                    paid (such date being hereinafter referred to as the
                    "Initial Interest Accrual Date") and demanding
                    redemption of the bonds of said series. The Trustee
                    shall, within five (5) days after receiving such
                    Redemption Demand, mail a copy thereof to the Company
                    marked to indicate the date of its receipt by the
                    Trustee. Promptly upon receipt by the Company of such
                    copy of a Redemption Demand, the Company shall fix a
                    date on which it will redeem the bonds of said series so
                    demanded to be redeemed (hereinafter called the "Demand
                    Redemption Date"). Notice of the date fixed as the
                    Demand Redemption Date shall be mailed by the Company to
                    the Trustee at least ten (10) days prior to such Demand
                    Redemption Date. The date to be fixed by the Company as
                    and for the Demand Redemption Date may be any date up to
                    and including the earlier of (x) the 60th day after
                    receipt by the Trustee of the Redemption Demand or (y)
                    the maturity date of such bonds first occurring
                    following the 20th day after the receipt by the Trustee
                    of the Redemption Demand; provided, however, that if the
                    Trustee shall not have received such notice fixing the
                    Demand Redemption Date on or before the 10th day
                    preceding the earlier of such dates, the Demand
                    Redemption Date shall be deemed to be the earlier of
                    such dates. The Trustee shall mail notice of the Demand
                    Redemption Date (such notice being hereinafter called
                    the "Demand Redemption Notice") to the Note Indenture
                    Trustee not more than ten (10) nor less than five (5)
                    days prior to the Demand Redemption Date.

                    Each bond of 2005 Series AR shall be redeemed by the
                    Company on the Demand Redemption Date therefor upon
                    surrender thereof by the Note Indenture Trustee to the
                    Trustee at a redemption price equal to the

                                       15

                    principal amount thereof plus accrued interest thereon at
                    the rate specified for such bond from the Initial Interest
                    Accrual Date to the Demand Redemption Date plus an
                    amount equal to the aggregate premium, if any, due and
                    payable on such Demand Redemption Date on all 4.80%
                    Notes; provided, however, that in the event of a receipt
                    by the Trustee of a notice that, pursuant to Section 602
                    of the Note Indenture, the Note Indenture Trustee has
                    terminated proceedings to enforce any right under the
                    Note Indenture, then any Redemption Demand shall thereby
                    be rescinded by the Note Indenture Trustee, and no
                    Demand Redemption Notice shall be given, or, if already
                    given, shall be automatically annulled; but no such
                    rescission or annulment shall extend to or affect any
                    subsequent default or impair any right consequent
                    thereon.

                    Anything herein contained to the contrary
                    notwithstanding, the Trustee is not authorized to take
                    any action pursuant to a Redemption Demand and such
                    Redemption Demand shall be of no force or effect, unless
                    it is executed in the name of the Note Indenture Trustee
                    by its President or one of its Vice Presidents.

FORM                SECTION 4. The bonds of 2005 Series AR and the form of
OF BONDS OF         Trustee's Certificate to be endorsed on such bonds shall be
2005 SERIES AR.     substantially in the following forms, respectively:

                           THE DETROIT EDISON COMPANY
                       GENERAL AND REFUNDING MORTGAGE BOND
                                 2005 SERIES AR

                    Notwithstanding any provisions hereof or in the
                    Indenture, this bond is not assignable or transferable
                    except as may be required to effect a transfer to any
                    successor trustee under the Collateral Trust Indenture,
                    dated as of June 30, 1993, as amended, and as further
                    supplemented as of April 1, 2005, between The Detroit
                    Edison Company and J.P. Morgan Trust Company, National
                    Association, as Note Indenture Trustee, or, subject to
                    compliance with applicable law, as may be involved in
                    the course of the exercise of rights and remedies
                    consequent upon an Event of Default under said
                    Indenture.

                    $  No. R-

                    THE DETROIT EDISON COMPANY (hereinafter called the
                    "Company"), a corporation of the State of Michigan, for
                    value received, hereby promises to pay to J.P. Morgan
                    Trust Company,

                                       16

                    National Association, as Note Indenture Trustee, or
                    registered assigns, at the Company's office or agency in the
                    Borough of Manhattan, the City and State of New York, the
                    principal sum of ________ Dollars ($_________) in lawful
                    money of the United States of America on February 15, 2015
                    (subject to earlier redemption or release) and interest
                    thereon at the rate of 4.80% per annum, in like lawful
                    money, from February 7, 2005, and after the first payment of
                    interest on bonds of this Series has been made or otherwise
                    provided for, from the most recent date to which interest
                    has been paid or otherwise provided for, semi-annually on
                    February 15 and August 15 of each year (commencing
                    August 15, 2005), until the Company's obligation with
                    respect to payment of said principal shall have been
                    discharged, all as provided, to the extent and in the
                    manner specified in the Indenture hereinafter mentioned
                    and in the supplemental indenture pursuant to which this
                    bond has been issued.

                    Under a Collateral Trust Indenture, dated as of June 30,
                    1993, as amended and as further supplemented as of April
                    1, 2005 (hereinafter called the "Note Indenture"),
                    between the Company and J.P. Morgan Trust Company,
                    National Association, as trustee (hereinafter called the
                    "Note Indenture Trustee"), the Company has issued its
                    2005 Series AR 4.80% Senior Notes due 2015 (the
                    "Notes"). This bond was originally issued to the Note
                    Indenture Trustee so as to secure the payment of the
                    Notes. Payments of principal of, or premium, if any, or
                    interest on, the Notes shall constitute like payments on
                    this bond as further provided herein and in the
                    supplemental indenture pursuant to which this bond has
                    been issued.

                    Reference is hereby made to such further provisions of
                    this bond set forth on the reverse hereof and such
                    provisions shall for all purposes have the same effect
                    as though set forth in this place.

                    This bond shall not be valid or become obligatory for
                    any purpose until J.P. Morgan Trust Company, National
                    Association, the Trustee under the Indenture, or its
                    successor thereunder, shall have signed the form of
                    certificate endorsed hereon.

                    IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has
                    caused this instrument to be executed by an authorized
                    officer, with his manual or facsimile signatures, and
                    its corporate seal, or a facsimile thereof, to be
                    impressed or imprinted hereon and the same to be
                    attested by its Vice President and Corporate Secretary
                    or Assistant Corporate Secretary by manual or facsimile
                    signature.

                                       17

                    Dated:  _____________

THE DETROIT EDISON COMPANY

                           By: AUTHORIZED OFFICER

                    [SEAL]

                    Attest:  AUTHORIZED OFFICER

                         [FORM OF TRUSTEE'S CERTIFICATE]

FORM OF             This bond is one of the bonds, of the series designated
TRUSTEE'S           therein, described in the within-mentioned Indenture.
CERTIFICATE.
                    J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as
                    Trustee

                    By _______________________
                    Authorized Officers

                                    [FORM OF REVERSE OF BOND]

                    This bond is one of an authorized issue of bonds of the
                    Company, unlimited as to amount except as provided in
                    the Indenture hereinafter mentioned or any indentures
                    supplemental thereto, and is one of a series of General
                    and Refunding Mortgage Bonds known as 2005 Series AR,
                    limited to an aggregate principal amount of
                    $200,000,000, except as otherwise provided in the
                    Indenture hereinafter mentioned. This bond and all other
                    bonds of said series are issued and to be issued under,
                    and are all equally and ratably secured (except insofar
                    as any sinking, amortization, improvement or analogous
                    fund, established in accordance with the provisions of
                    the Indenture hereinafter mentioned, may afford
                    additional security for the bonds of any particular
                    series and except as provided in Section 3 of Article VI
                    of said Indenture) by an Indenture, dated as of October
                    1, 1924, duly executed by the Company to J.P. Morgan
                    Trust Company, National Association, as successor in
                    interest to Bank One, National Association, as Trustee,
                    to which Indenture and all indentures supplemental
                    thereto (including the Supplemental Indenture dated as
                    of April 1, 2005) reference is hereby made for a
                    description of the properties and franchises mortgaged
                    and

                                       18

                    conveyed, the nature and extent of the security, the
                    terms and conditions upon which the bonds are issued and
                    under which additional bonds may be issued, and the
                    rights of the holders of the bonds and of the Trustee in
                    respect of such security (which Indenture and all
                    indentures supplemental thereto, including the
                    Supplemental Indenture dated as of April 1, 2005, are
                    hereinafter collectively called the "Indenture"). As
                    provided in the Indenture, said bonds may be for various
                    principal sums and are issuable in series, which may
                    mature at different times, may bear interest at
                    different rates and may otherwise vary as in said
                    Indenture provided. With the consent of the Company and
                    to the extent permitted by and as provided in the
                    Indenture, the rights and obligations of the Company and
                    of the holders of the bonds and the terms and provisions
                    of the Indenture, or of any indenture supplemental
                    thereto, may be modified or altered in certain respects
                    by affirmative vote of at least eighty-five percent
                    (85%) in amount of the bonds then outstanding, and, if
                    the rights of one or more, but less than all, series of
                    bonds then outstanding are to be affected by the action
                    proposed to be taken, then also by affirmative vote of
                    at least eighty-five percent (85%) in amount of the
                    series of bonds so to be affected (excluding in every
                    instance bonds disqualified from voting by reason of the
                    Company's interest therein as specified in the
                    Indenture); provided, however, that, without the consent
                    of the holder hereof, no such modification or alteration
                    shall, among other things, affect the terms of payment
                    of the principal of or the interest on this bond, which
                    in those respects is unconditional.

                    This bond is redeemable prior to the Release Date upon
                    the terms and conditions set forth in the Indenture,
                    including provision for redemption upon demand of the
                    Note Indenture Trustee following the occurrence of an
                    Event of Default under the Note Indenture and the
                    acceleration of the principal of the Notes.

                    Under the Indenture, funds may be deposited with the
                    Trustee (which shall have become available for payment),
                    in advance of the redemption date of any of the bonds of
                    2005 Series AR (or portions thereof), in trust for the
                    redemption of such bonds (or portions thereof) and the
                    interest due or to become due thereon, and thereupon all
                    obligations of the Company in respect of such bonds (or
                    portions thereof) so to be redeemed and such interest
                    shall cease and be discharged, and the holders thereof
                    shall thereafter be restricted exclusively to such funds
                    for any and all claims of whatsoever nature on their
                    part under the Indenture or with respect to such bonds
                    (or portions thereof) and interest.

                                       19

                    In case an event of default, as defined in the
                    Indenture, shall occur, the principal of all the bonds
                    issued thereunder may become or be declared due and
                    payable, in the manner, with the effect and subject to
                    the conditions provided in the Indenture.

                    Upon payment of the principal of, or premium, if any, or
                    interest on, the Notes, whether at maturity or prior to
                    maturity by redemption or otherwise or upon provision
                    for the payment thereof having been made in accordance
                    with Article V of the Note Indenture, bonds of 2005
                    Series AR in a principal amount equal to the principal
                    amount of such Notes, and having both a corresponding
                    maturity date and interest rate shall, to the extent of
                    such payment of principal, premium or interest, be
                    deemed fully paid and the obligation of the Company
                    thereunder to make such payment shall forthwith cease
                    and be discharged, and, in the case of the payment of
                    principal and premium, if any, such bonds of said series
                    shall be surrendered for cancellation or presented for
                    appropriate notation to the Trustee.

                    This bond is not assignable or transferable except as
                    set forth under Section 405 of the Note Indenture or in
                    the supplemental indenture relating to the Notes, or,
                    subject to compliance with applicable law, as may be
                    involved in the course of the exercise of rights and
                    remedies consequent upon an Event of Default under the
                    Note Indenture. Any such transfer shall be made by the
                    registered holder hereof, in person or by his attorney
                    duly authorized in writing, on the books of the Company
                    kept at its office or agency in the Borough of
                    Manhattan, the City and State of New York, upon
                    surrender and cancellation of this bond, and thereupon,
                    a new registered bond of the same series of authorized
                    denominations for a like aggregate principal amount will
                    be issued to the transferee in exchange therefor, and
                    this bond with others in like form may in like manner be
                    exchanged for one or more new bonds of the same series
                    of other authorized denominations, but of the same
                    aggregate principal amount, all as provided and upon the
                    terms and conditions set forth in the Indenture, and
                    upon payment, in any event, of the charges prescribed in
                    the Indenture.

                    From and after the Release Date (as defined in the Note
                    Indenture), the bonds of 2005 Series AR shall be deemed
                    fully paid, satisfied and discharged and the obligation
                    of the Company thereunder shall be terminated. On the
                    Release Date, the bonds of 2005 Series AR shall be
                    surrendered to and cancelled by the Trustee. The Company
                    covenants and agrees that, prior to the Release Date, it
                    will not take any action

                                       20

                    that would cause the outstanding principal amount of the
                    bond of 2005 Series AR to be less than the then outstanding
                    principal amount of the Notes.

                    No recourse shall be had for the payment of the
                    principal of or the interest on this bond, or for any
                    claim based hereon or otherwise in respect hereof or of
                    the Indenture, or of any indenture supplemental thereto,
                    against any incorporator, or against any past, present
                    or future stockholder, director or officer, as such, of
                    the Company, or of any predecessor or successor
                    corporation, either directly or through the Company or
                    any such predecessor or successor corporation, whether
                    for amounts unpaid on stock subscriptions or by virtue
                    of any constitution, statute or rule of law, or by the
                    enforcement of any assessment or penalty or otherwise
                    howsoever; all such liability being, by the acceptance
                    hereof and as part of the consideration for the issue
                    hereof, expressly waived and released by every holder or
                    owner hereof, as more fully provided in the Indenture.

                                    PART II.
                     CREATION OF THREE HUNDRED FORTY-SECOND
                            SERIES OF BONDS, GENERAL
                          AND REFUNDING MORTGAGE BONDS,
                              2005 SERIES BR BONDS

TERMS OF            SECTION 1. The Company hereby creates the three hundred
BONDS OF            series of bonds to be issued under and secured by the
2005 SERIES BR.     Original forty-second Indenture as amended to date and as
                    further amended by this Supplemental Indenture, to be
                    designated, and to be distinguished from the bonds of all
                    other series, sby the title "General and Refunding Mortgage
                    Bonds, 2005 Series BR" (elsewhere herein referred to as the
                    "bonds of 2005 Series BR"). The aggregate principal amount
                    of  bonds of 2005 Series BR shall be limited to two hundred
                    million dollars ($200,000,000), except as provided in
                    Sections 7 and 13 of Article II of the Original Indenture
                    with  respect to exchanges and replacements of bonds, and
                    except further that the Company may, without the consent
                    of any holder of the bonds of 2005 Series BR, "reopen"
                    the bonds of 2005 Series BR so as to increase the
                    aggregate principal amount outstanding to equal the
                    aggregate principal amount of Notes (as defined below)
                    outstanding upon a "reopening" of the series, so long as
                    any additional bonds of 2005 Series BR have the same
                    tenor and terms as the bonds of 2005 Series BR
                    established hereby.

                    Subject to the release provisions set forth below, each
                    bond of 2005 Series BR is to be irrevocably assigned to,
                    and registered in the name of,

                                       21

                    J.P. Morgan Trust Company, National Association, as trustee,
                    or a successor trustee (said trustee or any successor
                    trustee being hereinafter referred to as the "Note Indenture
                    Trustee"), under the collateral trust indenture, dated
                    as of June 30, 1993 (the "Note Indenture"), as
                    supplemented, between the Note Indenture Trustee and the
                    Company, to secure payment of the Company's 2005 Series
                    BR 5.45% Senior Notes due 2035 (for purposes of this
                    Part II, the "5.45% Notes").

                    The bonds of 2005 Series BR shall be issued as
                    registered bonds without coupons in denominations of a
                    multiple of $1,000. The bonds of 2005 Series BR shall be
                    issued in the aggregate principal amount of
                    $200,000,000, shall mature on February 15, 2035 (subject
                    to earlier redemption or release) and shall bear
                    interest at the rate of 5.45% per annum, payable
                    semi-annually in arrears on February 15 and August 15 of
                    each year (commencing August 15, 2005), until the
                    principal thereof shall have become due and payable and
                    thereafter until the Company's obligation with respect
                    to the payment of said principal shall have been
                    discharged as provided in the Indenture. The bonds of
                    2005 Series BR shall bear additional interest
                    ("Additional Interest") pursuant to that certain
                    Registration Rights Agreement, dated as of February 7,
                    2005, among the Company and the other parties named
                    therein upon the occurrence of any Registration Default
                    (as defined therein). Additional Interest shall be
                    payable on the applicable interest payment dates to the
                    same persons and in the same manner as provided herein
                    for payments of ordinary interest.

                    The bonds of 2005 Series BR shall be payable as to
                    principal, premium, if any, and interest as provided in
                    the Indenture, but only to the extent and in the manner
                    herein provided. The bonds of 2005 Series BR shall be
                    payable, both as to principal and interest, at the
                    office or agency of the Company in the Borough of
                    Manhattan, the City and State of New York, in any coin
                    or currency of the United States of America which at the
                    time of payment is legal tender for public and private
                    debts.

                    Except as provided herein, each bond of 2005 Series BR
                    shall be dated the date of its authentication and
                    interest shall be payable on the principal represented
                    thereby from the February 15 or August 15 next preceding
                    the date thereof to which interest has been paid on
                    bonds of 2005 Series BR, unless the bond is
                    authenticated on a date to which interest has been paid,
                    in which case interest shall be payable from the date of
                    authentication, or unless the date of authentication is
                    prior to August 15, 2005, in which case interest shall
                    be payable from February 7, 2005.

                                       22

                    The bonds of 2005 Series BR in definitive form shall be,
                    at the election of the Company, fully engraved or shall
                    be lithographed or printed in authorized denominations
                    as aforesaid and numbered 1 and upwards (with such
                    further designation as may be appropriate and desirable
                    to indicate by such designation the form, series and
                    denomination of bonds of 2005 Series BR). Until bonds of
                    2005 Series BR in definitive form are ready for
                    delivery, the Company may execute, and upon its request
                    in writing the Trustee shall authenticate and deliver in
                    lieu thereof, bonds of 2005 Series BR in temporary form,
                    as provided in Section 10 of Article II of the
                    Indenture. Temporary bonds of 2005 Series BR, if any,
                    may be printed and may be issued in authorized
                    denominations in substantially the form of definitive
                    bonds of 2005 Series BR, but without a recital of
                    redemption prices and with such omissions, insertions
                    and variations as may be appropriate for temporary
                    bonds, all as may be determined by the Company.

                    Interest on any bond of 2005 Series BR that is payable
                    on any interest payment date and is punctually paid or
                    duly provided for shall be paid to the person in whose
                    name that bond, or any previous bond to the extent
                    evidencing the same debt as that evidenced by that bond,
                    is registered at the close of business on the regular
                    record date for such interest, which regular record date
                    shall be the fifteenth calendar day (whether or not a
                    business day) next preceding such interest payment date.
                    If the Company shall default in the payment of the
                    interest due on any interest payment date on the
                    principal represented by any bond of 2005 Series BR,
                    such defaulted interest shall forthwith cease to be
                    payable to the registered holder of that bond on the
                    relevant regular record date by virtue of his having
                    been such holder, and such defaulted interest may be
                    paid to the registered holder of that bond (or any bond
                    or bonds of 2005 Series BR issued upon transfer or
                    exchange thereof) on the date of payment of such
                    defaulted interest or, at the election of the Company,
                    to the person in whose name that bond (or any bond or
                    bonds of 2005 Series BR issued upon transfer or exchange
                    thereof) is registered on a subsequent record date
                    established by notice given by mail by or on behalf of
                    the Company to the holders of bonds of 2005 Series BR
                    not less than ten (10) days preceding such subsequent
                    record date, which subsequent record date shall be at
                    least five (5) days prior to the payment date of such
                    defaulted interest.

                    Bonds of 2005 Series BR shall not be assignable or
                    transferable except as may be set forth under Section
                    405 of the Note Indenture or in the supplemental note
                    indenture relating to the 5.45% Notes, or, subject to

                                       23

                    compliance with applicable law, as may be involved in
                    the course of the exercise of rights and remedies
                    consequent upon an Event of Default under the Note
                    Indenture. Any such transfer shall be made upon
                    surrender thereof for cancellation at the office or
                    agency of the Company in the Borough of Manhattan, the
                    City and State of New York, together with a written
                    instrument of transfer (if so required by the Company or
                    by the Trustee) in form approved by the Company duly
                    executed by the holder or by its duly authorized
                    attorney. Bonds of 2005 Series BR shall in the same
                    manner be exchangeable for a like aggregate principal
                    amount of bonds of 2005 Series BR upon the terms and
                    conditions specified herein and in Section 7 of Article
                    II of the Indenture. The Company waives its rights under
                    Section 7 of Article II of the Indenture not to make
                    exchanges or transfers of bonds of 2005 Series BR during
                    any period of ten (10) days next preceding any
                    redemption date for such bonds.

                    Bonds of 2005 Series BR, in definitive and temporary
                    form, may bear such legends as may be necessary to
                    comply with any law or with any rules or regulations
                    made pursuant thereto or as may be specified in the Note
                    Indenture.

                    Upon payment of the principal or premium, if any, or
                    interest on the 5.45% Notes, whether at maturity or
                    prior to maturity by redemption or otherwise, or upon
                    provision for the payment thereof having been made in
                    accordance with Article V of the Note Indenture, bonds
                    of 2005 Series BR in a principal amount equal to the
                    principal amount of such 5.45% Notes, shall, to the
                    extent of such payment of principal, premium or
                    interest, be deemed fully paid and the obligation of the
                    Company thereunder to make such payment shall forthwith
                    cease and be discharged, and, in the case of the payment
                    of principal and premium, if any, such bonds shall be
                    surrendered for cancellation or presented for
                    appropriate notation to the Trustee.

RELEASE.            From and after the Release Date (as defined in the Note
                    Indenture), the bonds of 2005 Series BR shall be deemed
                    fully paid, satisfied and discharged and the obligation of
                    the Company thereunder shall be terminated. On the Release
                    Date, the bonds of 2005 Series BR shall be surrendered to
                    and canceled by the Trustee. The Company covenants and
                    agrees that, prior to the Release Date, it will not take any
                    action that would cause the outstanding principal amount of
                    the bonds of 2005 Series BR to be less than the then
                    outstanding principal amount of the 5.45% Notes.

                                       24

REDEMPTION          SECTION 2. Bonds of 2005 Series BR shall be redeemed on the
OF                  respective  dates and in the respective principal amounts
BONDS OF 2005       which correspond to the redemption dates for, and the
SERIES BR           principal amounts to be redeemed of, the 5.45% Notes.

                    In the event the Company elects to redeem any 5.45%
                    Notes prior to maturity in accordance with the
                    provisions of the Note Indenture, the Company shall give
                    the Trustee notice of redemption of bonds of 2005 Series
                    BR on the same date as it gives notice of redemption of
                    5.45% Notes to the Note Indenture Trustee.

REDEMPTION OF       SECTION 3. In the event of an Event of Default under the
BONDS OF 2005       Note Indenture  Series and the acceleration of all 5.45%
SERIES BR IN        Notes, the bonds of 2005 Series BR   shall be redeemable in
EVENT OF            whole upon receipt by the Trustee of a written demand
ACCELERATION        (hereinafter called a "Redemption Demand") from the Note
OF                  Indenture Trustee stating that there has occurred under the
NOTES.              Note Indenture both an Event of Default and a declaration of
                    acceleration of payment of principal, accrued interest
                    and premium, if any, on the 5.45% Notes, specifying the
                    last date to which interest on the 5.45% Notes has been
                    paid (such date being hereinafter referred to as the
                    "Initial Interest Accrual Date") and demanding
                    redemption of the bonds of said series. The Trustee
                    shall, within five (5) days after receiving such
                    Redemption Demand, mail a copy thereof to the Company
                    marked to indicate the date of its receipt by the
                    Trustee. Promptly upon receipt by the Company of such
                    copy of a Redemption Demand, the Company shall fix a
                    date on which it will redeem the bonds of said series so
                    demanded to be redeemed (hereinafter called the "Demand
                    Redemption Date"). Notice of the date fixed as the
                    Demand Redemption Date shall be mailed by the Company to
                    the Trustee at least ten (10) days prior to such Demand
                    Redemption Date. The date to be fixed by the Company as
                    and for the Demand Redemption Date may be any date up to
                    and including the earlier of (x) the 60th day after
                    receipt by the Trustee of the Redemption Demand or (y)
                    the maturity date of such bonds first occurring
                    following the 20th day after the receipt by the Trustee
                    of the Redemption Demand; provided, however, that if the
                    Trustee shall not have received such notice fixing the
                    Demand Redemption Date on or before the 10th day
                    preceding the earlier of such dates, the Demand
                    Redemption Date shall be deemed to be the earlier of
                    such dates. The Trustee shall mail notice of the Demand
                    Redemption Date (such notice being hereinafter called
                    the "Demand Redemption Notice") to the Note Indenture
                    Trustee not more than ten (10) nor less than five (5)
                    days prior to the Demand Redemption Date.

                                       25

                    Each bond of 2005 Series BR shall be redeemed by the
                    Company on the Demand Redemption Date therefor upon
                    surrender thereof by the Note Indenture Trustee to the
                    Trustee at a redemption price equal to the principal
                    amount thereof plus accrued interest thereon at the rate
                    specified for such bond from the Initial Interest
                    Accrual Date to the Demand Redemption Date plus an
                    amount equal to the aggregate premium, if any, due and
                    payable on such Demand Redemption Date on all 5.45%
                    Notes; provided, however, that in the event of a receipt
                    by the Trustee of a notice that, pursuant to Section 602
                    of the Note Indenture, the Note Indenture Trustee has
                    terminated proceedings to enforce any right under the
                    Note Indenture, then any Redemption Demand shall thereby
                    be rescinded by the Note Indenture Trustee, and no
                    Demand Redemption Notice shall be given, or, if already
                    given, shall be automatically annulled; but no such
                    rescission or annulment shall extend to or affect any
                    subsequent default or impair any right consequent
                    thereon.

                    Anything herein contained to the contrary notwithstanding,
                    the Trustee is not authorized to take any action pursuant to
                    a Redemption Demand and such Redemption Demand shall be of
                    no force or effect, unless it is executed in the name of the
                    Note Indenture Trustee by its President or one of its Vice
                    Presidents.

FORM                SECTION 4. The bonds of 2005 Series BR and the form of
OF BONDS OF         Trustee's Certificate to be endorsed on such bonds shall be
2005 SERIES BR.     substantially in the following forms, respectively:

                           THE DETROIT EDISON COMPANY
                       GENERAL AND REFUNDING MORTGAGE BOND
                                 2005 SERIES BR

                    Notwithstanding any provisions hereof or in the
                    Indenture, this bond is not assignable or transferable
                    except as may be required to effect a transfer to any
                    successor trustee under the Collateral Trust Indenture,
                    dated as of June 30, 1993, as amended, and as further
                    supplemented as of April 1, 2005, between The Detroit
                    Edison Company and J.P. Morgan Trust Company, National
                    Association, as Note Indenture Trustee, or, subject to
                    compliance with applicable law, as may be involved in
                    the course of the exercise of rights and remedies
                    consequent upon an Event of Default under said
                    Indenture.

                    $  No. R-

                                       26

                    THE DETROIT EDISON COMPANY (hereinafter called the
                    "Company"), a corporation of the State of Michigan, for
                    value received, hereby promises to pay to J.P. Morgan
                    Trust Company, National Association, as Note Indenture
                    Trustee, or registered assigns, at the Company's office
                    or agency in the Borough of Manhattan, the City and
                    State of New York, the principal sum of _________
                    Dollars ($________) in lawful money of the United States
                    of America on February 15, 2035 (subject to earlier
                    redemption or release) and interest thereon at the rate
                    of 5.45% per annum, in like lawful money, from February
                    7, 2005, and after the first payment of interest on
                    bonds of this Series has been made or otherwise provided
                    for, from the most recent date to which interest has
                    been paid or otherwise provided for, semi-annually on
                    February 15 and August 15 of each year (commencing
                    August 15, 2005), until the Company's obligation with
                    respect to payment of said principal shall have been
                    discharged, all as provided, to the extent and in the
                    manner specified in the Indenture hereinafter mentioned
                    and in the supplemental indenture pursuant to which this
                    bond has been issued.

                    Under a Collateral Trust Indenture, dated as of June 30,
                    1993, as amended and as further supplemented as of April
                    1, 2005 (hereinafter called the "Note Indenture"),
                    between the Company and J.P. Morgan Trust Company,
                    National Association, as trustee (hereinafter called the
                    "Note Indenture Trustee"), the Company has issued its
                    2005 Series BR 5.45% Senior Notes due 2035 (the
                    "Notes"). This bond was originally issued to the Note
                    Indenture Trustee so as to secure the payment of the
                    Notes. Payments of principal of, or premium, if any, or
                    interest on, the Notes shall constitute like payments on
                    this bond as further provided herein and in the
                    supplemental indenture pursuant to which this bond has
                    been issued.

                    Reference is hereby made to such further provisions of
                    this bond set forth on the reverse hereof and such
                    provisions shall for all purposes have the same effect
                    as though set forth in this place.

                    This bond shall not be valid or become obligatory for any
                    purpose until J.P. Morgan Trust Company, National
                    Association, the Trustee under the Indenture, or its
                    successor thereunder, shall have signed the form of
                    certificate endorsed hereon.

                    IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has
                    caused this instrument to be executed by an authorized
                    officer, with his manual or facsimile signatures, and
                    its corporate seal, or a facsimile thereof, to be
                    impressed or imprinted hereon and the same to be
                    attested

                                       27

                    by its Vice President and Corporate Secretary or Assistant
                    Corporate Secretary by manual or facsimile signature.

                    Dated:  _____________

THE DETROIT EDISON COMPANY

                             By: AUTHORIZED OFFICER

                    [SEAL]

                    Attest:  AUTHORIZED OFFICER

                         [FORM OF TRUSTEE'S CERTIFICATE]

FORM OF             This bond is one of the bonds, of the series designated
TRUSTEE'S           therein, described in the within-mentioned Indenture.
CERTIFICATE.
                    J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as
                    Trustee

                    By _______________________
                    Authorized Officer

                            [FORM OF REVERSE OF BOND]

                    This bond is one of an authorized issue of bonds of the
                    Company, unlimited as to amount except as provided in
                    the Indenture hereinafter mentioned or any indentures
                    supplemental thereto, and is one of a series of General
                    and Refunding Mortgage Bonds known as 2005 Series BR,
                    limited to an aggregate principal amount of
                    $200,000,000, except as otherwise provided in the
                    Indenture hereinafter mentioned. This bond and all other
                    bonds of said series are issued and to be issued under,
                    and are all equally and ratably secured (except insofar
                    as any sinking, amortization, improvement or analogous
                    fund, established in accordance with the provisions of
                    the Indenture hereinafter mentioned, may afford
                    additional security for the bonds of any particular
                    series and except as provided in Section 3 of Article VI
                    of said Indenture) by an Indenture, dated as of October
                    1, 1924, duly executed by the Company to J.P. Morgan
                    Trust Company, National Association, as successor in
                    interest to Bank One, National Association, as Trustee,
                    to which Indenture and all indentures supplemental
                    thereto (including the Supplemental Indenture dated as
                    of April 1, 2005) reference is hereby made for a
                    description of the properties and franchises mortgaged
                    and conveyed,

                                       28

                    the nature and extent of the security, the terms and
                    conditions upon which the bonds are issued and under which
                    additional bonds may be issued, and the rights of the
                    holders of the bonds and of the Trustee in respect of such
                    security (which Indenture and all indentures supplemental
                    thereto, including the Supplemental Indenture dated as of
                    April 1, 2005, are hereinafter collectively called the
                    "Indenture"). As provided in the Indenture, said bonds may
                    be for various principal sums and are issuable in series,
                    which may mature at different times, may bear interest at
                    different rates and may otherwise vary as in said
                    Indenture provided. With the consent of the Company and
                    to the extent permitted by and as provided in the
                    Indenture, the rights and obligations of the Company and
                    of the holders of the bonds and the terms and provisions
                    of the Indenture, or of any indenture supplemental
                    thereto, may be modified or altered in certain respects
                    by affirmative vote of at least eighty-five percent
                    (85%) in amount of the bonds then outstanding, and, if
                    the rights of one or more, but less than all, series of
                    bonds then outstanding are to be affected by the action
                    proposed to be taken, then also by affirmative vote of
                    at least eighty-five percent (85%) in amount of the
                    series of bonds so to be affected (excluding in every
                    instance bonds disqualified from voting by reason of the
                    Company's interest therein as specified in the
                    Indenture); provided, however, that, without the consent
                    of the holder hereof, no such modification or alteration
                    shall, among other things, affect the terms of payment
                    of the principal of or the interest on this bond, which
                    in those respects is unconditional.

                    This bond is redeemable prior to the Release Date upon
                    the terms and conditions set forth in the Indenture,
                    including provision for redemption upon demand of the
                    Note Indenture Trustee following the occurrence of an
                    Event of Default under the Note Indenture and the
                    acceleration of the principal of the Notes.

                    Under the Indenture, funds may be deposited with the
                    Trustee (which shall have become available for payment),
                    in advance of the redemption date of any of the bonds of
                    2005 Series BR (or portions thereof), in trust for the
                    redemption of such bonds (or portions thereof) and the
                    interest due or to become due thereon, and thereupon all
                    obligations of the Company in respect of such bonds (or
                    portions thereof) so to be redeemed and such interest
                    shall cease and be discharged, and the holders thereof
                    shall thereafter be restricted exclusively to such funds
                    for any and all claims of whatsoever nature on their
                    part under the Indenture or with respect to such bonds
                    (or portions thereof) and interest.

                                       29

                    In case an event of default, as defined in the
                    Indenture, shall occur, the principal of all the bonds
                    issued thereunder may become or be declared due and
                    payable, in the manner, with the effect and subject to
                    the conditions provided in the Indenture.

                    Upon payment of the principal of, or premium, if any, or
                    interest on, the Notes, whether at maturity or prior to
                    maturity by redemption or otherwise or upon provision
                    for the payment thereof having been made in accordance
                    with Article V of the Note Indenture, bonds of 2005
                    Series BR in a principal amount equal to the principal
                    amount of such Notes, and having both a corresponding
                    maturity date and interest rate shall, to the extent of
                    such payment of principal, premium or interest, be
                    deemed fully paid and the obligation of the Company
                    thereunder to make such payment shall forthwith cease
                    and be discharged, and, in the case of the payment of
                    principal and premium, if any, such bonds of said series
                    shall be surrendered for cancellation or presented for
                    appropriate notation to the Trustee.

                    This bond is not assignable or transferable except as
                    set forth under Section 405 of the Note Indenture or in
                    the supplemental indenture relating to the Notes, or,
                    subject to compliance with applicable law, as may be
                    involved in the course of the exercise of rights and
                    remedies consequent upon an Event of Default under the
                    Note Indenture. Any such transfer shall be made by the
                    registered holder hereof, in person or by his attorney
                    duly authorized in writing, on the books of the Company
                    kept at its office or agency in the Borough of
                    Manhattan, the City and State of New York, upon
                    surrender and cancellation of this bond, and thereupon,
                    a new registered bond of the same series of authorized
                    denominations for a like aggregate principal amount will
                    be issued to the transferee in exchange therefor, and
                    this bond with others in like form may in like manner be
                    exchanged for one or more new bonds of the same series
                    of other authorized denominations, but of the same
                    aggregate principal amount, all as provided and upon the
                    terms and conditions set forth in the Indenture, and
                    upon payment, in any event, of the charges prescribed in
                    the Indenture.

                    From and after the Release Date (as defined in the Note
                    Indenture), the bonds of 2005 Series BR shall be deemed
                    fully paid, satisfied and discharged and the obligation
                    of the Company thereunder shall be terminated. On the
                    Release Date, the bonds of 2005 Series BR shall be
                    surrendered to and cancelled by the Trustee. The Company
                    covenants and agrees that, prior to the Release Date, it
                    will not take any action that would cause the
                    outstanding principal amount of the bond of 2005

                                       30

                    Series BR to be less than the then outstanding principal
                    amount of the Notes.

                    No recourse shall be had for the payment of the
                    principal of or the interest on this bond, or for any
                    claim based hereon or otherwise in respect hereof or of
                    the Indenture, or of any indenture supplemental thereto,
                    against any incorporator, or against any past, present
                    or future stockholder, director or officer, as such, of
                    the Company, or of any predecessor or successor
                    corporation, either directly or through the Company or
                    any such predecessor or successor corporation, whether
                    for amounts unpaid on stock subscriptions or by virtue
                    of any constitution, statute or rule of law, or by the
                    enforcement of any assessment or penalty or otherwise
                    howsoever; all such liability being, by the acceptance
                    hereof and as part of the consideration for the issue
                    hereof, expressly waived and released by every holder or
                    owner hereof, as more fully provided in the Indenture.

PART III.

RECORDING AND FILING DATA

RECORDING           The Original Indenture and indentures supplemental thereto
AND FILING OF       have been  recorded and/or filed and Certificates of
ORIGINAL            Provision for Payment have  been recorded as hereinafter set
INDENTURE.          forth.

                    The Original Indenture has been recorded as a real
                    estate mortgage and filed as a chattel Mortgage in the
                    offices of the respective Registers of Deeds of certain
                    counties in the State of Michigan as set forth in the
                    Supplemental Indenture dated as of September 1, 1947,
                    has been recorded as a real estate mortgage in the
                    office of the Register of Deeds of Genesee County,
                    Michigan as set forth in the Supplemental Indenture
                    dated as of May 1, 1974, has been filed in the Office of
                    the Secretary of State of Michigan on November 16, 1951
                    and has been filed and recorded in the office of the
                    Interstate Commerce Commission on December 8, 1969.

RECORDING           Pursuant to the terms and provisions of the Original
AND FILING OF       Indenture, indentures supplemental thereto heretofore
SUPPLEMENTAL        entered into have been  Recorded as a real estate mortgage
INDENTURES.         and/or filed as a chattel mortgage or as a financing
                    statement in the offices of the respective Registers of
                    Deeds of certain counties in the State of Michigan, the
                    Office of the Secretary of State of Michigan and the Office
                    of the Interstate Commerce Commission, as set forth in
                    supplemental indentures as follows:

                                                                                           RECORDED AND/OR
                                                                                          FILED AS SET FORTH
      SUPPLEMENTAL                               PURPOSE OF                                 IN SUPPLEMENTAL
       INDENTURE                                SUPPLEMENTAL                                   INDENTURE
      DATED AS OF                                INDENTURE                                   DATED AS OF:
      ------------                              ------------                              ------------------
June 1, 1925(a)(b)             Series B Bonds                                             February 1, 1940
August 1, 1927(a)(b)           Series C Bonds                                             February 1, 1940
February 1, 1931(a)(b)         Series D Bonds                                             February 1, 1940
June 1, 1931(a)(b)             Subject Properties                                         February 1, 1940
October 1, 1932(a)(b)          Series E Bonds                                             February 1, 1940
September 25, 1935(a)(b)       Series F Bonds                                             February 1, 1940
September 1, 1936(a)(b)        Series G Bonds                                             February 1, 1940
November 1, 1936(a)(b)         Subject Properties                                         February 1, 1940
February 1, 1940(a)(b)         Subject Properties                                         September 1, 1947
December 1, 1940(a)(b)         Series H Bonds and Additional Provisions                   September 1, 1947
September 1, 1947(a)(b)(c)     Series I Bonds, Subject Properties and Additional          November 15, 1951
                               Provisions
March 1, 1950(a)(b)(c)         Series J Bonds and Additional Provisions                   November 15, 1951
November 15, 1951(a)(b)(c)     Series K Bonds Additional Provisions and Subject           January 15, 1953
                               Properties
January 15, 1953(a)(b)         Series L Bonds                                             May 1, 1953
May 1, 1953(a)                 Series M Bonds and Subject Properties                      March 15, 1954
March 15, 1954(a)(c)           Series N Bonds and Subject Properties                      May 15, 1955
May 15, 1955(a)(c)             Series O Bonds and Subject Properties                      August 15, 1957
August 15, 1957(a)(c)          Series P Bonds Additional Provisions and Subject           June 1, 1959
                               Properties
June 1, 1959(a)(c)             Series Q Bonds and Subject Properties                      December 1, 1966
December 1, 1966(a)(c)         Series R Bonds Additional Provisions and Subject           October 1, 1968
                               Properties
October 1, 1968(a)(c)          Series S Bonds and Subject Properties                      December 1, 1969
December 1, 1969(a)(c)         Series T Bonds and Subject Properties                      July 1, 1970
July 1, 1970(c)                Series U Bonds and Subject Properties                      December 15, 1970
December 15, 1970(c)           Series V and Series W Bonds                                June 15, 1971
June 15, 1971(c)               Series X Bonds and Subject Properties                      November 15, 1971
November 15, 1971(c)           Series Y Bonds and Subject Properties                      January 15, 1973

RECORDED AND/OR
FILED AS SET FORTH
SUPPLEMENTAL PURPOSE OF IN SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ------------------
January 15, 1973(c) Series Z Bonds and Subject Properties May 1, 1974
May 1, 1974 Series AA Bonds and Subject Properties October 1, 1974
October 1, 1974 Series BB Bonds and Subject Properties January 15, 1975
January 15, 1975 Series CC Bonds and Subject Properties November 1, 1975
November 1, 1975 Series DDP Nos. 1-9 Bonds and Subject Properties December 15, 1975
December 15, 1975 Series EE Bonds and Subject Properties February 1, 1976
February 1, 1976 Series FFR Nos. 1-13 Bonds June 15, 1976
June 15, 1976 Series GGP Nos. 1-7 Bonds and Subject Properties July 15, 1976
July 15, 1976 Series HH Bonds and Subject Properties February 15, 1977
February 15, 1977 Series MMP Bonds and Subject Properties March 1, 1977
March 1, 1977 Series IIP Nos. 1-7 Bonds, Series JJP Nos. 1-7 Bonds, June 15, 1977
Series KKP Nos. 1-7 Bonds and Series LLP Nos. 1-7 Bonds
June 15, 1977 Series FFR No. 14 Bonds and Subject Properties July 1, 1977
July 1, 1977 Series NNP Nos. 1-7 Bonds and Subject Properties October 1, 1977
October 1, 1977 Series GGP Nos. 8-22 Bonds and Series OOP Nos. 1-17 June 1, 1978
Bonds and Subject Properties
June 1, 1978 Series PP Bonds, Series QQP Nos. 1-9 Bonds and Subject October 15, 1978
Properties
October 15, 1978 Series RR Bonds and Subject Properties March 15, 1979
March 15, 1979 Series SS Bonds and Subject Properties July 1, 1979
July 1, 1979 Series IIP Nos. 8-22 Bonds, Series NNP Nos. 8-21 Bonds September 1, 1979
and Series TTP Nos. 1-15 Bonds and Subject Properties

                                                                                           RECORDED AND/OR
                                                                                          FILED AS SET FORTH
      SUPPLEMENTAL                               PURPOSE OF                                 IN SUPPLEMENTAL
       INDENTURE                                SUPPLEMENTAL                                   INDENTURE
      DATED AS OF                                INDENTURE                                   DATED AS OF:
      ------------                              ------------                              ------------------
September 1, 1979              Series JJP No. 8 Bonds, Series KKP No. 8 Bonds, Series     September 15, 1979
                               LLP Nos. 8-15 Bonds, Series MMP No. 2 Bonds and Series
                               OOP No. 18 Bonds and Subject Properties
September 15, 1979             Series UU Bonds                                            January 1, 1980
January 1, 1980                1980 Series A Bonds and Subject Properties                 April 1, 1980
April 1, 1980                  1980 Series B Bonds                                        August 15, 1980
August 15, 1980                Series QQP Nos. 10-19 Bonds, 1980 Series CP Nos. 1-12      August 1, 1981
                               Bonds and 1980 Series DP No. 1-11 Bonds and Subject
                               Properties
August 1, 1981                 1980 Series CP Nos. 13-25 Bonds and Subject Properties     November 1, 1981
November 1, 1981               1981 Series AP Nos. 1-12 Bonds                             June 30, 1982
June 30, 1982                  Article XIV Reconfirmation                                 August 15, 1982
August 15, 1982                1981 Series AP Nos. 13-14 and Subject Properties           June 1, 1983
June 1, 1983                   1981 Series AP Nos. 15-16 and Subject Properties           October 1, 1984
October 1, 1984                1984 Series AP and 1984 Series BP Bonds and Subject        May 1, 1985
                               Properties
May 1, 1985                    1985 Series A Bonds                                        May 15, 1985
May 15, 1985                   1985 Series B Bonds and Subject Properties                 October 15, 1985
October 15, 1985               Series KKP No. 9 Bonds and Subject Properties              April 1, 1986
April 1, 1986                  1986 Series A and Subject Properties                       August 15, 1986
August 15, 1986                1986 Series B and Subject Properties                       November 30, 1986
November 30, 1986              1986 Series C                                              January 31, 1987
January 31, 1987               1987 Series A                                              April 1, 1987
April 1, 1987                  1987 Series B and 1987 Series C                            August 15, 1987
August 15, 1987                1987 Series D and 1987 Series E and Subject Properties     November 30, 1987
November 30, 1987              1987 Series F                                              June 15, 1989
June 15, 1989                  1989 Series A                                              July 15, 1989
July 15, 1989                  Series KKP No. 10                                          December 1, 1989

                                                                                                  RECORDED AND/OR
                                                                                                 FILED AS SET FORTH
      SUPPLEMENTAL                               PURPOSE OF                                        IN SUPPLEMENTAL
       INDENTURE                                SUPPLEMENTAL                                          INDENTURE
      DATED AS OF                                INDENTURE                                          DATED AS OF:
      ------------                              ------------                                     ------------------
December 1, 1989               Series KKP No. 11 and 1989 Series BP                       February 15, 1990
February 15, 1990              1990 Series A, 1990 Series B, 1990 Series C, 1990          November 1, 1990
                               Series D, 1990 Series E and 1990 Series F
November 1, 1990               Series KKP No. 12                                          April 1, 1991
April 1, 1991                  1991 Series AP                                             May 1, 1991
May 1, 1991                    1991 Series BP and 1991 Series CP                          May 15, 1991
May 15, 1991                   1991 Series DP                                             September 1, 1991
September 1, 1991              1991 Series EP                                             November 1, 1991
November 1, 1991               1991 Series FP                                             January 15, 1992
January 15, 1992               1992 Series BP                                             February 29, 1992 and April 15, 1992
February 29, 1992              1992 Series AP                                             April 15, 1992
April 15, 1992                 Series KKP No. 13                                          July 15, 1992
July 15, 1992                  1992 Series CP                                             November 30, 1992
July 31, 1992                  1992 Series D                                              November 30, 1992
November 30, 1992              1992 Series E and 1993 Series D                            March 15, 1993
December 15, 1992              Series KKP No. 14 and 1989 Series BP No. 2                 March 15, 1992
January 1, 1993                1993 Series C                                              April 1, 1993
March 1, 1993                  1993 Series E                                              June 30, 1993
March 15, 1993                 1993 Series D                                              September 15, 1993
April 1, 1993                  1993 Series FP and 1993 Series IP                          September 15, 1993
April 26, 1993                 1993 Series G and Amendment of Article II, Section 5       September 15, 1993
May 31, 1993                   1993 Series J                                              September 15, 1993
September 15, 1993             1993 Series K                                              March 1, 1994
March 1, 1994                  1994 Series AP                                             June 15, 1994
June 15, 1994                  1994 Series BP                                             December 1, 1994
August 15, 1994                1994 Series C                                              December 1, 1994
December 1, 1994               Series KKP No. 15 and 1994 Series DP                       August 1, 1995
August 1, 1995                 1995 Series AP and 1995 Series DP                          August 1, 1999

(a) See Supplemental Indenture dated as of July 1, 1970 for Interstate Commerce Commission filing and recordation information.

(b) See Supplemental Indenture dated as of May 1, 1953 for Secretary of State of Michigan filing information.

RECORDING OF            All the bonds of Series A which were issued under the
CERTIFICATES OF         Original Indenture dated as of October 1, 1924, and of
PROVISION FOR           Series B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q,
PAYMENT.                R, S, W, Y, Z, AA, BB, CC, DDP Nos. 1-9, FFR Nos. 1-14,
                        GGP Nos. 1-22, HH, IIP Nos. 1-22, JJP Nos. 1-8, KKP Nos.
                        1-9, LLP Nos. 1-15, NNP Nos. 1-21, OOP Nos. 1-18, QQP
                        Nos. 1-17, TTP Nos. 1-15, UU, 1980 Series A, 1980 Series
                        CP Nos. 1-25, 1980 Series DP Nos. 1-11, 1981 Series AP
                        Nos. 1-16, 1984 Series AP, 1984 Series BP, 1985 Series
                        A, 1985 Series B, 1987 Series A, PP, RR, EE, MMP, MMP
                        No. 2, 1989 Series A, 1990 Series A, 1993 Series D, 1993
                        Series G and 1993 Series H which were issued under
                        Supplemental Indentures dated as of, respectively, June
                        1, 1925, August 1, 1927, February 1, 1931, October 1,
                        1932, September 25, 1935, September 1, 1936, December 1,
                        1940, September 1, 1947, November 15, 1951, January 15,
                        1953, May 1, 1953, March 15, 1954, May 15, 1955, August
                        15, 1957, December 15, 1970, November 15, 1971, January
                        15, 1973, May 1, 1974, October 1, 1974, January 15,
                        1975, November 1, 1975, February 1, 1976, June 15, 1976,
                        July 15, 1976, October 1, 1977, March 1, 1977, July 1,
                        1979, March 1, 1977, March 1, 1977, March 1, 1977,
                        September 1, 1979, July 1, 1977, July 1, 1979, September
                        15, 1979, October 1, 1977, June 1, 1978, October 1,
                        1977, July 1, 1979, January 1, 1980, August 15, 1980,
                        November 1, 1981, October 1, 1984 May 1, 1985, May 15,
                        1985, January 31, 1987, June 1, 1978, October 15, 1978,
                        December 15, 1975, February 15, 1977, September 1, 1979,
                        June 15, 1989, February 15, 1990, March 15, 1993, April
                        26, 1992 and September 15, 1992 have matured or have
                        been called for redemption and funds sufficient for such
                        payment or redemption have been irrevocably deposited
                        with the Trustee for that purpose; and Certificates of
                        Provision for Payment have been recorded in the offices
                        of the respective Registers of Deeds of certain counties
                        in the State of Michigan, with respect to all bonds of
                        Series A, B, C, D, E, F, G, H, K, L, M, O, W, BB, CC,
                        DDP Nos. 1 and 2, FFR Nos. 1-3, GGP Nos. 1 and 2, IIP
                        No. 1, JJP No. 1, KKP No. 1, LLP No. 1 and GGP No. 8.

PART IV.

THE TRUSTEE.

TERMS AND CONDITIONS    The Trustee hereby accepts the trust hereby declared and
OF ACCEPTANCE OF        provided, and agrees to perform the same upon the terms
TRUST BY TRUSTEE.       and conditions in the Original Indenture, as amended to
                        date and as supplemented by this Supplemental Indenture,
                        and in this Supplemental Indenture set forth, and upon
                        the following terms and conditions:

                        The Trustee shall not be responsible in any manner
                        whatsoever for and in respect of the validity or
                        sufficiency of this Supplemental Indenture or the due
                        execution hereof by the Company or for or in respect of
                        the recitals contained herein, all of which recitals are
                        made by the Company solely.

PART V.

MISCELLANEOUS.

CONFIRMATION OF         Except to the extent specifically provided therein, no
SECTION 318 (c) OF      provision of this Supplemental Indenture or any future
TRUST INDENTURE ACT.    supplemental indenture is intended to modify, and the
                        parties do hereby adopt and confirm, the provisions of
                        Section 318(c) of the Trust Indenture Act which amend
                        and supersede provisions of the Indenture in effect
                        prior to November 15, 1990.

EXECUTION IN            THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY
COUNTERPARTS.           EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH
                        WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL; BUT
                        SUCH COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND
                        THE SAME INSTRUMENT.

TESTIMONIUM.            IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY AND J.P.
                        MORGAN TRUST COMPANY, NATIONAL ASSOCIATION HAVE CAUSED
                        THESE PRESENTS TO BE SIGNED IN THEIR RESPECTIVE
                        CORPORATE NAMES BY THEIR RESPECTIVE CHAIRMEN OF THE
                        BOARD, PRESIDENTS, VICE PRESIDENTS, ASSISTANT VICE
                        PRESIDENTS, TREASURERS OR ASSISTANT TREASURERS AND
                        IMPRESSED WITH THEIR RESPECTIVE CORPORATE SEALS,
                        ATTESTED BY THEIR RESPECTIVE SECRETARIES OR ASSISTANT
                        SECRETARIES, ALL AS OF THE DAY AND YEAR FIRST ABOVE
                        WRITTEN.

THE DETROIT EDISON COMPANY,

(Corporate Seal)    By: ____________________________________
                        Name:
                        Title:

EXECUTION

Attest:

By: __________________________________
Name:
Title:

Signed, sealed and delivered by

THE DETROIT EDISON COMPANY,
in the presence of

Name:

STATE OF MICHIGAN

SS.:

COUNTY OF WAYNE

Acknowledgement of      On this ____ day of _______ 2005, before me, the
Execution by Company.   subscriber, a Notary Public within and for the County of
                        Wayne, in the State of Michigan, acting in the County of
                        Wayne, personally appeared N.A. Khouri, to me personally
                        known, who, being by me duly sworn, did say that he does
                        business at 2000 2nd Avenue, Detroit, Michigan 48226 and
                        is the Vice President and Treasurer of THE DETROIT
                        EDISON COMPANY, one of the corporations described in and
                        which executed the foregoing instrument; that he knows
                        the corporate seal of the said corporation and that the
                        seal affixed to said instrument is the corporate seal of
                        said corporation; and that said instrument was signed
                        and sealed in behalf of said corporation by authority of
                        its Board of Directors and that he subscribed his name
                        thereto by like authority; and said N.A. Khouri
                        acknowledged said instrument to be the free act and deed
                        of said corporation.

(Notarial Seal)

                             _______________________________
                             Notary Public, State of Michigan
                             County of Wayne
                             My Commission Expires ________________
                             Acting in the County of Wayne

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,

(Corporate Seal)  By:________________________________
                     Name:
                     Title:

Attest:

Name: ________________________
Title: _______________________

Signed, sealed and delivered by

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
in the presence of

Name:

STATE OF MICHIGAN
SS:
COUNTY OF WAYNE

Acknowledgment of       On this _____ day of __________ 2005, before me, the
Execution by Trustee.   subscriber, a Notary Public within and for the County of
                        Wayne, in the State of Michigan, personally appeared
                        ________________, to me personally known, who, being by
                        me duly sworn, did say that his business office is
                        located at 611 Woodward Avenue, Detroit, Michigan 48226,
                        and he is ___________________ of J.P. MORGAN TRUST
                        COMPANY, NATIONAL ASSOCIATION, one of the corporations
                        described in and which executed the foregoing
                        instrument; that he knows the corporate seal of the said
                        corporation and that the seal affixed to said instrument
                        is the corporate seal of said corporation; and that said
                        instrument was signed and sealed in behalf of said
                        corporation by authority of its Board of Directors and
                        that he subscribed his name thereto by like authority;
                        and said ________________ acknowledged said instrument
                        to be the free act and deed of said corporation.

(Notarial Seal)         ____________________________________
                        Notary Public, State of Michigan
                        No.
                        County of Wayne
                        Commission Expires _________________
                        Acting in the County of ____________

STATE OF MICHIGAN
SS:
COUNTY OF WAYNE.

Affidavit as            N.A. Khouri being duly sworn, says that he is the Vice
to Consideration        President and Treasurer of THE DETROIT EDISON COMPANY,
and Good Faith.         the Mortgagor named in the foregoing instrument, and
                        that he has knowledge of the facts in regard to the
                        making of said instrument and of the consideration
                        therefor; that the consideration for said instrument was
                        and is actual and adequate, and that the same was given
                        in good faith for the purposes in such instrument set
                        forth.

                     _______________________________________
                     N.A. Khouri
                     Vice President and Treasurer
                     The Detroit Edison Company

Sworn to before me this ____ day of __________, 2005

(Notarial Seal)      _______________________________________
                     Notary Public, State of Michigan
                     County of Wayne
                     My Commission Expires _______________
                     Acting in the County of Wayne

                                       42

                         This instrument was drafted by
                           Teresa M. Sebastian, Esq.,

                             When recorded return to
                            Teresa M. Sebastian, Esq.
                                 2000 2nd Avenue
                                     688 WCB
                             Detroit, Michigan 48226

EXHIBIT 5.1

April 7, 2005

The Detroit Edison Company
2000 2nd Avenue
Detroit, Michigan 48226

Ladies and Gentlemen:

I am Vice President and General Counsel of The Detroit Edison Company, a Michigan corporation (the "Company"). I refer to the filing by the Company of a Registration Statement on Form S-4 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), to register $200,000,000 aggregate principal amount of 4.80% 2005 Series AR Senior Notes due 2015 (the "4.80% Exchange Notes") and $200,000,000 aggregate principal amount of 5.45% 2005 Series BR Senior Notes due 2035 (the "5.45% Exchange Notes" and, together with the 4.80% Exchange Notes, the "Exchange Notes"). The 4.80% Exchange Notes are to be issued in exchange for an equal aggregate principal amount of 4.80% 2005 Series A Senior Notes due 2015 (the "4.80% Outstanding Notes"), and the 5.45% Exchange Notes are to be issued in exchange for an equal aggregate principal amount of 5.45% 2005 Series B Senior Notes due 2035 (the "5.45% Outstanding Notes" and, together with the 4.80% Outstanding Notes, the "Outstanding Notes")(the "Exchange Offer"). Each series of Outstanding Notes was issued on February 7, 2005 consistent with the provisions of Rule 144A.

The Exchange Notes will be issued pursuant to the terms of a Collateral Trust Indenture, dated as of June 30, 1993, as amended and supplemented (the "Indenture"), between the Company and J.P. Morgan Trust Company, National Association, as successor trustee (the "Trustee"). The terms of the Exchange Offer are described in the Registration Statement filed by the Company with the Commission.

In rendering this opinion, I , in conjunction with the members of the Legal Department of the Company, have examined such certificates, instruments and documents (collectively, "Documents") and reviewed such questions of law as I have considered necessary or appropriate for the purposes of this opinion. In rendering this opinion, I have assumed without independent verification, that
(i) all signatures are genuine, except those of officers of the Company, (ii) all Documents submitted to me as originals are authentic, and (iii) all Documents submitted to me as copies conform to the originals of such Documents. My review has been limited to examining the Documents and applicable law.

Based on the foregoing examination and review, it is my opinion that:

1. The Company is duly incorporated, validly existing and in good standing as a corporation under the laws of the State of Michigan.

2. When issued in accordance with the terms and provisions of the Exchange Offer and that certain Registration Rights Agreement dated February 7, 2005, the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and the terms of the Indenture, except as enforceability thereof may be limited or affected by bankruptcy, insolvency, fraudulent transfer, reorganization or other laws of general applicability relating to or affecting creditors' rights and general equity principles, regardless of whether enforceability is considered in a proceeding at law or equity.

I am qualified to practice law in the State of Michigan, and in rendering this opinion, my examination of matters of law has been limited to, and I express no opinion as to the application of the blue sky laws or laws of any jurisdictions other than, the laws of the State of Michigan and the federal laws of the United States. In giving this opinion, I have relied, with your consent, as to matters of New York law upon the opinion of Hunton & Williams LLP. Hunton & Williams LLP may rely on this opinion as to matters of Michigan law in rendering its opinion of even date herewith.

I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and reference to me under the caption "Legal Matters" in the Registration Statement. In giving this consent, I do not admit that I am within the category of persons whose consent is required by
Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission. I do not undertake to advise you of any changes in the opinions expressed herein from matters that might hereafter arise or be brought to my attention.

Very truly yours,

/s/ Thomas A. Hughes
Vice President and General Counsel

EXHIBIT 5.2

April 7, 2005

Board of Directors
The Detroit Edison Company
2000 2nd Avenue
Detroit, Michigan 48226

REGISTRATION STATEMENT ON FORM S-4 FOR EXCHANGE OF OUTSTANDING

4.80% 2005 SERIES A SENIOR NOTES DUE 2015 AND

5.45% 2005 SERIES B SENIOR NOTES DUE 2035
FOR SENIOR NOTES TO BE REGISTERED UNDER THE SECURITIES ACT OF 1933

Ladies and Gentlemen:

We have acted as counsel to The Detroit Edison Company, a Michigan corporation (the "Company"), in connection with the filing by the Company of a Registration Statement on Form S-4 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), to register $200,000,000 aggregate principal amount of 4.80% 2005 Series AR Senior Notes due 2015 (the "4.80% Exchange Notes") and $200,000,000 aggregate principal amount of 5.45% 2005 Series BR Senior Notes due 2035 (the "5.45% Exchange Notes" and, together with the 4.80% Exchange Notes, the "Exchange Notes"). The 4.80% Exchange Notes are to be issued in exchange (the "Exchange Offer") for an equal aggregate principal amount of 4.80% 2005 Series A Senior Notes due 2015 (the "4.80% Outstanding Notes"), and the 5.45% Exchange Notes are to be issued in exchange for an equal aggregate principal amount of 5.45% 2005 Series B Senior Notes due 2035 (the "5.45% Outstanding Notes" and, together with the 4.80% Outstanding Notes, the "Outstanding Notes")(the "Exchange Offer"). Each series of Outstanding Notes was issued on February 7, 2005 in reliance on an exemption from registration under the Securities Act for offers and sales of securities not involving public offerings.

In connection with the foregoing, we have examined and relied upon originals or copies, certified to our satisfaction, of certificates of officers of the Company and of public officials and such other documents as we have deemed relevant or necessary for the purpose of rendering this opinion.

For purposes of the opinion expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted as certified or photostatic copies and the authenticity of the originals thereof, (iii) the

genuineness of signatures not witnessed by us and (iv) the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof.

Based upon the foregoing, we are of the opinion that:

The Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and the terms of the Indenture, except as enforceability thereof may be limited or affected by bankruptcy, insolvency, fraudulent transfer, reorganization or other laws of general applicability relating to or affecting creditors' rights and general equity principles, regardless of whether enforceability is considered in a proceeding at law or equity, when:

(i) the issuance of the Exchange Notes has been authorized by order of the Federal Energy Regulatory Commission;

(ii) the Exchange Notes have been duly executed by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture; and

(iii) the Exchange Notes shall have been delivered to those holders of Outstanding Notes in exchange for such Outstanding Notes pursuant to the Exchange Offer.

In giving this opinion, we have relied, with your consent, as to matters of Michigan law upon the opinion of Thomas A. Hughes, Vice President and General Counsel of the Company. As to all matters of New York law, Thomas A. Hughes, Vice President and General Counsel of the Company, is authorized to rely upon this opinion as if it were addressed to him.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and reference to this firm under the caption "Legal Matters" in the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission. We do not undertake to advise you of any changes in the opinion expressed herein from matters that might hereafter arise or be brought to our attention.

Very truly yours,

/s/ Hunton & Williams LLP

.
.

EXHIBIT 12.1

THE DETROIT EDISON COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

                                                        Twelve Months Ended December 31
                                         --------------------------------------------------------------
(Millions of Dollars)                     2004          2003          2002          2001          2000
                                         ------        ------        ------        ------        ------
EARNINGS:
    Pretax earnings...................   $  214        $  397        $  534        $  320        $  586
    Fixed charges.....................      294           294           322           314           311
                                         ------        ------        ------        ------        ------
NET EARNINGS                             $  508        $  691        $  856        $  634        $  897
                                         ------        ------        ------        ------        ------

FIXED CHARGES:
    Interest expense..................   $  280        $  284        $  319        $  306        $  277
    Adjustments.......................       14            10             3             8            34
                                         ------        ------        ------        ------        ------
FIXED CHARGES                            $  294        $  294        $  322        $  314        $  311
                                         ------        ------        ------        ------        ------

Ratio of earnings to fixed charges         1.73          2.35          2.66          2.02          2.88
                                         ======        ======        ======        ======        ======

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated March 15, 2005 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the change in method of accounting for asset retirement obligations in 2003), relating to the financial statements and financial statement schedule of The Detroit Edison Company, appearing in the Annual Report on Form 10-K of The Detroit Edison Company for the year ended December 31, 2004 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

April 7, 2005
Detroit, Michigan

EXHIBIT 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________

J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

                                                                 95-4655078
(State of incorporation                                       (I.R.S. employer
if not a national bank)                                      identification No.)

1999 AVENUE OF THE STARS - FLOOR 26
LOS ANGELES, CA                                                     90067
(Address of principal executive offices)                          (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)

            ---------------------------------------------------------

THE DETROIT EDISON COMPANY
(Exact name of obligor as specified in its charter)

          MICHIGAN                                               38-0478650
(State or other jurisdiction of                               (I.R.S. employer
incorporation or organization)                               identification No.)

2000 SECOND AVENUE
DETROIT, MICHIGAN                                                   48226
(Address of principal executive offices)                          (Zip Code)

DEBT SECURITIES
(Title of the indenture securities)

ITEM 1. GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

ITEM 2. AFFILIATIONS WITH OBLIGOR.

If the Obligor is an affiliate of the trustee, describe each such affiliation.

None.

NO RESPONSES ARE INCLUDED FOR ITEMS 3-15 OF THIS FORM T-1 BECAUSE THE OBLIGOR IS NOT IN DEFAULT AS PROVIDED UNDER ITEM 13.

ITEM 16. LIST OF EXHIBITS.

List below all exhibits filed as part of this statement of eligibility.

Exhibit 1. Articles of Association of the Trustee as Now in Effect (see Exhibit 1 to Form T-1 filed in connection with Form 8-K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference).

Exhibit 2. Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference).

Exhibit 3. Authorization of the Trustee to Exercise Corporate Trust Powers (contained in Exhibit 2).

Exhibit 4. Existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Form 8-K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference).

Exhibit 5. Not Applicable

Exhibit 6. The consent of the Trustee required by Section 321 (b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference).

Exhibit 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8. Not Applicable

Exhibit 9. Not Applicable

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, J. P. Morgan Trust Company, National Association, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of San Francisco, and State of California, on the 7th day of April, 2005.

J. P. Morgan Trust Company, National Association

By: /s/ J. Michael Banas
  -------------------------------------
    J. Michael Banas
    Authorized Officer

Exhibit 7

J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

STATEMENT OF CONDITION

SEPTEMBER 30, 2004

                                               ($000)
                                             ----------
ASSETS
 Cash and Due From Banks                     $   28,672
 Securities                                     145,134
 Loans and Leases                               110,847
 Premises and Fixed Assets                       11,202
 Intangible Assets                              384,284
 Goodwill                                       201,011
 Other Assets                                    45,941
                                             ----------
  Total Assets                               $  927,091
                                             ==========

LIABILITIES
 Deposits                                    $   94,426
 Other Liabilities                               55,575
                                             ----------
  Total Liabilities                             150,001

EQUITY CAPITAL
 Common Stock                                       600
 Surplus                                        701,587
 Retained Earnings                               74,903
                                             ----------
  Total Equity Capital                          777,090
                                             ----------

  Total Liabilities and Equity Capital       $  927,091
                                             ==========

EXHIBIT 99.1

LETTER OF TRANSMITTAL

THE DETROIT EDISON COMPANY

OFFER TO EXCHANGE


4.80% 2005 Series AR Senior Notes due 2015 That Have Been Registered under the Securities Act of 1933 for Any and All Outstanding 4.80% 2005 Series A Senior Notes due 2015 ($200,000,000 aggregate principal amount outstanding)		5.45% 2005 Series BR Senior Notes due 2035 That Have Been Registered under the Securities Act of 1933 for Any and All Outstanding 5.45% 2005 Series B Senior Notes due 2035 ($200,000,000 aggregate principal amount outstanding)

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT

5:00 P.M., NEW YORK CITY TIME, ON , 2005

UNLESS THE OFFER IS EXTENDED

Deliver to J.P. Morgan Trust Company, Natural Association (the “Exchange Agent”)


By Mail or Overnight Delivery: J.P. Morgan Institutional Trust Services 2001 Bryan Street, 9th Floor Dallas, Texas 75201		By Facsimile Transmission: (214) 468-6494 Confirm Facsimile Transmission by Telephone: (214) 468-6464		By Hand or Overnight Delivery: J.P. Morgan Chase Bank, N.A. Institutional Trust Services Service Window New York Plaza, First Floor New York, New York 10004

Delivery of this Instrument to an address other than as set forth above or transmission of instructions via a facsimile number other than as listed above will not constitute a valid delivery. The instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

The undersigned hereby acknowledges receipt of the Prospectus, dated , 2005 (the “Prospectus”), of The Detroit Edison Company (the “Company”) and this Letter of Transmittal (the “Letter of Transmittal”), which together constitute the Company’s offer to exchange (the “Exchange Offer”) each of the following: (i) $1,000 principal amount of its 4.80% 2005 Series AR Senior Notes due 2015 (the “4.80% Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement of which the Prospectus is a part, for each $1,000 principal amount of its outstanding 4.80% 2005 Series A Senior Notes due 2015 (the “4.80% Outstanding Notes”) and (ii) $1,000 principal amount of its 5.45% 2005 Series BR Senior Notes due 2035 (“5.45% Exchange Notes” and, together with the 4.80% Exchange Notes, the “Exchange Notes”), which have been registered under the Securities Act pursuant to a Registration Statement of which this Prospectus is a part, for each $1,000 principal amount of its outstanding 5.45% 2005 Series B Senior Notes due 2035 (“5.45% Outstanding Notes” and, together with the 4.80% Outstanding Notes, the “Outstanding Notes”). The terms of each series of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the respective series of Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that (i) the Exchange Notes have been registered under the Securities Act, and therefore, will not bear legends restricting the transfer thereof and (ii) Holders of Exchange Notes will not be entitled to certain rights of Holders of Outstanding Notes under the Registration Rights Agreement. The term “Expiration Date” shall mean 5:00 p.m., New York City time, on , 2005, unless the Company, in its sole discretion, extends the Exchange Offer, in which case the term shall mean the latest date and time to which the Exchange Offer is extended. Capitalized terms used but not defined herein have the meaning given to them in the Prospectus.

Holders who wish to tender their Outstanding Notes must, at a minimum, fill in the necessary account information in the table below entitled “Account Information” (the “Account Information Table”), complete columns (1) through (3) in the

table below entitled “Description of Outstanding Notes Tendered” (the “Description Table”), complete and sign in the box below entitled “Registered Holder(s) of Outstanding Notes Sign Here.” If a holder wishes to tender less than all of such Outstanding Notes delivered to the Exchange Agent, column (4) of the Description Table must be completed in full. See Instruction 3.

Holders of Outstanding Notes that are tendering by book-entry transfer to the Exchange Agent’s account at The Depository Trust Company (“DTC”) can execute the exchange through the DTC Automated Tender Offer Program (“ATOP”), for which the transaction will be eligible. DTC participants that are accepting the exchange should transmit their acceptance to DTC, which will edit and verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send an Agent’s Message to the Exchange Agent for its acceptance. Delivery of the Agent’s Message by DTC will satisfy the terms of the exchange as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message. DTC participants may also accept the exchange by submitting a notice of guaranteed delivery through ATOP.

The Holder must complete, execute and deliver this Letter of Transmittal to indicate the action such Holder desires to take with respect to the Exchange Offer.

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW.

YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT OR THE COMPANY. SEE INSTRUCTION 9.

List below the Outstanding Notes to which this Letter of Transmittal relates. If the space indicated below is inadequate, the Certificate Numbers and Principal Amounts should be listed on a separately signed schedule affixed hereto.

DESCRIPTION OF OUTSTANDING NOTES TENDERED

(2)

Series of

(3)

Outstanding Notes

Aggregate Principal

(4)

(1)

and Certificate or

Amount

Principal Amount

Name(s) and Address(es) of Registered Holder(s)

Registration

Represented by

Tendered

(Please fill in)

Number*

Outstanding Notes**

(if less than all)**

Total


*	Certificate or Registration Number need not be completed by book-entry Holders.

**	Unless otherwise indicated, the Holder will be deemed to have tendered the full aggregate principal amount represented by such Outstanding Notes. All tenders must be in integral multiples of $1,000.

This Letter of Transmittal is to be used if the Holder desires to tender Outstanding Notes (i) by delivery of certificates representing such Outstanding Notes or by book-entry transfer to an account maintained by the Exchange Agent at DTC, according to the procedures set forth in the Prospectus under the caption “The Exchange Offer — Procedures for Tendering” or (ii) according to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures.” See Instruction 2 of this Letter of Transmittal for a summary of the information provided in the Prospectus.

The term “Holder” with respect to the Exchange Offer means any person in whose name Outstanding Notes are registered on the books of the Company or any other person who has obtained a properly completed bond power from the registered holder of Outstanding Notes.

ACCOUNT INFORMATION


o	CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH A BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:

The Depository Trust Company Account Number:

Transaction Code Number:

Holders who desire to tender Outstanding Notes for exchange and who cannot comply with the procedures for tendering on a timely basis set forth in the Prospectus under the caption “The Exchange Offer — Procedures for Tendering” or whose Outstanding Notes are not immediately available must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures.” See Instruction 2.


o	CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s):

Name of Eligible Institution that Guaranteed Delivery:

Date of Execution of Notice of Guaranteed Delivery:

If delivered by book-entry transfer:


Account Number:	Transaction Code Number:


o	PLEASE CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.


Name:	Address:

SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the principal amount of the Outstanding Notes indicated above in exchange for a like principal amount of the related series of Exchange Notes. Subject to, and effective upon, the acceptance for exchange of such Outstanding Notes tendered hereby, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Outstanding Notes as are being tendered hereby, including all rights to accrued and unpaid interest thereon as of the Expiration Date and any and all claims in respect of or arising or having arisen as a result of the undersigned’s status as a holder of, all Outstanding Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that said Exchange Agent acts as the agent of the Company in connection with the Exchange Offer) to cause the Outstanding Notes to be assigned, transferred and exchanged. The undersigned represents and warrants that (a) it has full power and authority to tender, exchange, assign and transfer the Outstanding Notes and to acquire Exchange Notes issuable upon the exchange of such tendered Outstanding Notes and (b) when the same are accepted for exchange, the Company will acquire good and unencumbered title to the tendered Outstanding Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims.

The undersigned is the registered owner of all tendered Outstanding Notes and the undersigned represents that it has received from each beneficial owner of tendered Outstanding Notes (“Beneficial Owners”) a duly completed and executed form of “Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner” accompanying this Letter of Transmittal, instructing the undersigned to take the action described in this Letter of Transmittal.

If the undersigned is not a broker-dealer, the undersigned represents to the Company that (i) the Exchange Notes are being obtained in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the undersigned, and (ii) neither the undersigned nor any such other person receiving the Exchange Notes is engaged in or intends to engage in, or has an arrangement or understanding with any person to participate in the distribution of such Exchange Notes in violation of the provisions of the Securities Act. If the undersigned or the person receiving the Exchange Notes covered hereby is a broker-dealer that is receiving the Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, the undersigned acknowledges that it or such other person will deliver a prospectus in connection with any resale of such Exchange Notes. However, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The undersigned and any such other person acknowledge that, if they are participating in the Exchange Offer for the purpose of distributing the Exchange Notes, (i) they cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co., Incorporated (available June 5, 1991) or similar no-action letters regarding exchange offers and (ii) they must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. Failure to comply with such requirements in such instance could result in the undersigned or any such other person incurring liability under the Securities Act for which such persons are not indemnified by the Company. If the undersigned or the person receiving the Exchange Notes covered by this letter is an “affiliate” (as defined under Rule 405 of the Securities Act) of the Company, the undersigned represents to the Company that the undersigned understands and acknowledges that such Exchange Notes may not be offered for resale, resold or otherwise transferred by the undersigned or such other person without registration under the Securities Act or an exemption therefrom.

The undersigned also warrants that it will upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable, to complete the exchange, assignment and transfer of tendered Outstanding Notes. The undersigned further agrees that acceptance of

any tendered Outstanding Notes by the Company and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the Registration Rights Agreement and that the Company shall have no further obligations or liabilities thereunder for the registration of the Outstanding Notes or the Exchange Notes.

The Exchange Offer is subject to certain conditions set forth in the Prospectus under the caption “The Exchange Offer — Conditions.” The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Company), as more particularly set forth in the Prospectus, the Company may not be required to exchange any of the Outstanding Notes tendered hereby and, in such event, the Outstanding Notes not exchanged will be returned to the undersigned.

TENDERS OF OUTSTANDING NOTES MADE PURSUANT TO THE EXCHANGE OFFER MAY NOT BE WITHDRAWN AFTER 5.00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. A PURPORTED NOTICE OF WITHDRAWAL WILL BE EFFECTIVE ONLY IF DELIVERED TO THE EXCHANGE AGENT IN ACCORDANCE WITH THE SPECIFIC PROCEDURES SET FORTH IN THE PROSPECTUS UNDER THE HEADING “THE EXCHANGE OFFER — WITHDRAWAL OF TENDERS.”

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned. Every obligation of the undersigned under this Letter of Transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Tendered Outstanding Notes may be withdrawn at any time prior to the Expiration Date only in accordance with the procedures set forth in the Instructions contained in this Letter of Transmittal and the Prospectus.

Unless otherwise indicated in the box entitled “Special Registration Instructions” or the box entitled “Special Delivery Instructions” in this Letter of Transmittal, certificates for all Exchange Notes delivered in exchange for tendered Outstanding Notes, and any Outstanding Notes delivered herewith but not exchanged, will be registered in the name of the undersigned and shall be delivered to the undersigned. If an Exchange Note is to be issued to a person other than the person(s) signing this Letter of Transmittal, or if the Exchange Note is to be mailed to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal at an address different than the address shown on this Letter of Transmittal, the appropriate boxes of this Letter of Transmittal should be completed. If Outstanding Notes are surrendered by Holder(s) that have completed either the box entitled “Special Registration Instructions” or the box entitled “Special Delivery Instructions” in this Letter of Transmittal, signature(s) on this Letter of Transmittal must be guaranteed by an Eligible Institution (defined in Instruction 2).

Special Registration Instructions

To be completed ONLY if the Exchange Notes and any Outstanding Notes delivered herewith but not exchanged are to be issued in the name of someone other than the undersigned or are to be returned by credit to an account maintained by a book-entry transfer facility other than the account indicated above.

Issue Exchange Notes and any Outstanding Notes delivered herewith but not exchanged to:

Name:

Address:

(Please print or type)

(Tax Identification or Social Security Number)

Credit Exchange Notes and any Outstanding Notes delivered herewith but not exchanged to the following book-entry transfer facility account:

(Name of book-entry transfer facility)

(Account number)

Special Delivery Instructions

To be completed ONLY if the Exchange Notes and any Outstanding Notes delivered herewith but not exchanged are to be sent to someone other than the undersigned, or to the undersigned at an address other than that shown under “Description of Outstanding Notes Tendered.”

Mail Exchange Notes and any Outstanding Notes delivered herewith but not exchanged to:

Name:

Address:

(Please print or type)

(Tax Identification or Social Security Number)

Registered Holder(s) of Outstanding Notes Sign Here

(In addition, complete Substitute Form W-9 Below)

(Signature(s) of Registered Holder(s))

Must be signed by registered holder(s) exactly as name(s) appear(s) on the Outstanding Notes or on a security position listing as the owner of the Outstanding Notes or by person(s) authorized to become registered holder(s) by properly completed bond powers transmitted herewith. If signature is by attorney-in-fact, trustee, executor, administrator, guardian, officer of a corporation or other person acting in a fiduciary capacity, please provide the following information ( Please print or type ):

Name and Capacity (full title):

Address (including zip code):

Area Code and Telephone Number:

Tax Identification or Social Security Number:

Dated: ______________________________

Signature Guarantee (If required — See Instruction 4)

Authorized Signature:

(Signature of Representative of Signature Guarantor)

Name and Title:

Name of Firm:

Area Code and Telephone Number:

(Please print or type)

Dated: ______________________________

INSTRUCTIONS

FORMING PART OF THE TERMS AND

CONDITIONS OF THE EXCHANGE OFFER


1.	Delivery of this Letter of Transmittal and Certificates for Tendered Outstanding Notes.

All certificates representing Outstanding Notes or confirmation of any book-entry transfer to the Exchange Agent’s account at DTC, as well as a properly completed and duly executed copy of this Letter of Transmittal or facsimile thereof, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at any of its addresses set forth herein on or prior to the Expiration Date. The Holder assumes the risk associated with the delivery of this Letter of Transmittal, the Outstanding Notes and any other required documents. Except as otherwise provided below, delivery will be deemed made only when the Exchange Agent has actually received the applicable items. If such delivery is by mail, it is suggested that registered mail with return receipt requested, properly insured, be used. Delivery to an address other than as set forth herein, or transmission to a facsimile number other than the ones set forth herein, will not constitute a valid delivery.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering Holders, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Outstanding Notes for exchange.


2.	Guaranteed Delivery Procedures.

Holders who desire to tender their Outstanding Notes for exchange, but who cannot comply with the procedures for tendering on a timely basis set forth in the Prospectus under the caption “The Exchange Offer — Procedures for Tendering” or whose Outstanding Notes are not immediately available, may tender in one of two ways:


	(1) (a) the tender is made through a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., through a commercial bank or trust company having an office or correspondent in the United States or through an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an “Eligible Institution”);

	(b) prior to the Expiration Date, the Exchange Agent receives from such Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery) (i) setting forth the name and address of the Holder, the registration or certificate number(s) of such Outstanding Notes and the principal amount of Outstanding Notes tendered, (ii) stating that the tender is being made thereby and (iii) guaranteeing that, within five New York Stock Exchange trading days after the Expiration Date, the Letter of Transmittal (or facsimile thereof), together with the certificates representing Outstanding Notes (or a book-entry confirmation) and any other documents required by the Letter of Transmittal, will be deposited by the Eligible Institution with the Exchange Agent; and

	(c) the properly completed and executed Letter of Transmittal (or facsimile thereof), as well as duly executed certificates representing all tendered Outstanding Notes in proper form for transfer (or a book-entry confirmation) and all other documents required by the Letter of Transmittal, are received by the Exchange Agent within five New York Stock Exchange trading days after the Expiration Date.

	or

	(2) (a) Prior to the Expiration Date, the Exchange Agent receives an agent’s message from DTC stating that DTC has received an express acknowledgment from the participant in DTC tendering the Outstanding Notes that they have received and agree to be bound by the Notice of Guaranteed Delivery; and

	(b) the Exchange Agent receives, within five New York Stock Exchange trading days after the Expiration Date, either (i) a book-entry confirmation, including an agent’s message, transmitted via DTC’s Automated Tender Offer Program, or (ii) a properly completed and executed Letter of

Transmittal (or facsimile thereof), together with the certificate(s) representing all tendered Outstanding Notes in proper form for transfer (or a book-entry confirmation) and all other required documents.

Upon request to the Exchange Agent, a Notice of Guaranteed Delivery will be sent to Holders who wish to tender their Outstanding Notes according to the guaranteed delivery procedures set forth above. Any holder who wishes to tender Outstanding Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery relating to such Outstanding Notes prior to the Expiration Date. Failure to complete the guaranteed delivery procedures outlined above will not, of itself, affect the validity or effect a revocation of any Letter of Transmittal form properly completed and executed by a Holder who attempted to use the guaranteed delivery procedures.


3.	Partial Tenders; Withdrawals.

Tenders of Outstanding Notes will be accepted only in integral multiples of $1,000. The aggregate principal amount of all Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated in the Description Table. If less than the entire principal amount of Outstanding Notes evidenced by a submitted certificate is tendered, the tendering Holder should fill in the principal amount tendered in the column entitled “Principal Amount Tendered (if less than all)” in the Description Table. A newly issued Outstanding Note for the principal amount of Outstanding Notes submitted but not tendered will be sent to such Holder as soon as practicable after the Expiration Date unless otherwise provided in the appropriate box on this Letter of Transmittal. Book-entry transfer to the Exchange Agent should be made in the exact principal amount of Outstanding Notes tendered.

Outstanding Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date. Thereafter, tenders of Outstanding Notes are irrevocable. To be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Exchange Agent. Any such notice of withdrawal must (i) specify the name of the person having deposited the Outstanding Notes to be withdrawn (the “Depositor”), (ii) identify the Outstanding Notes to be withdrawn (including the certificate or registration number(s) and principal amount of such Outstanding Notes, or, in the case of Outstanding Notes transferred by book-entry transfer, the name and number of the account at the book-entry transfer facility to be credited), (iii) be signed by the Holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the trustee with respect to the Outstanding Notes register the transfer of such Outstanding Notes into the name of the person withdrawing the tender and (iv) specify the name in which any such Outstanding Notes are to be registered, if different from that of the Depositor. If Outstanding Notes have been tendered pursuant to the procedures for book-entry transfer, any notice of withdrawal must also comply with DTC’s procedures. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Outstanding Notes so withdrawn will be deemed not to have been validly tendered for purposes of the Exchange Offer and no Exchange Notes will be issued with respect thereto unless the Outstanding Notes so withdrawn are validly retendered. Any Outstanding Notes that have been tendered but not accepted for exchange will be returned to the Holder thereof without cost to such Holder as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer, unless otherwise provided in the appropriate box on this Letter of Transmittal.


4.	Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures.

If this Letter of Transmittal is signed by the registered Holder(s) of the Outstanding Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the certificates without alteration or enlargement or any change whatsoever. If this Letter of Transmittal is signed by a participant in a book-entry transfer facility, the signature must correspond with the name as it appears on the security position listing as the owner of the Outstanding Notes.

If any of the Outstanding Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If a number of Outstanding Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of Outstanding Notes.

Signatures on this Letter of Transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an Eligible Institution unless the Outstanding Notes tendered hereby are tendered (i) by a registered Holder who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the Letter of Transmittal or (ii) for the account of an Eligible Institution.

If this Letter of Transmittal is signed by the registered Holder or Holders of Outstanding Notes (which term, for the purposes described herein, shall include a participant in the book-entry transfer facility whose name appears on a security listing as the holder of the Outstanding Notes) listed and tendered hereby, no endorsements of the tendered Outstanding Notes or separate written instruments of transfer or exchange are required. In any other case, the registered Holder (or acting Holder) must either properly endorse the Outstanding Notes or transmit properly completed bond powers with this Letter of Transmittal (in either case, executed exactly as the name(s) of the registered Holder(s) appear(s) on the Outstanding Notes, and, with respect to a participant in a book-entry transfer facility whose name appears on a security position listing as the owner of Outstanding Notes, exactly as the name of the participant appears on such security position listing), with the signature on the Outstanding Notes or bond power guaranteed by an Eligible Institution (except where the Outstanding Notes are tendered for the account of an Eligible Institution).

If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted within this Letter of Transmittal.


5.	Special Registration and Delivery Instructions.

Tendering Holders should indicate, in the applicable box, the name and address (or account at the book-entry transfer facility) in which the Exchange Notes (or newly issued Outstanding Notes for principal amounts not tendered or any Outstanding Notes not accepted for exchange) are to be issued (or deposited), if different from the names and addresses or accounts of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification number or social security number of the person named must also be indicated and the tendering Holder should complete the applicable box on page 6 of this Letter of Transmittal.

If no instructions are given, the Exchange Notes (and any newly issued Outstanding Notes for principal amounts not tendered or any Outstanding Notes not accepted) will be issued in the name of and sent to the acting Holder of the Outstanding Notes or deposited at such Holder’s account at a book-entry transfer facility.


6.	Transfer Taxes.

The Company shall pay or cause to be paid all transfer taxes, if any, applicable to the transfer and exchange of Outstanding Notes to it or its order pursuant to the Exchange Offer. If a transfer tax is imposed for any reason other than the transfer and exchange of Outstanding Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered Holder or any other person) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exception therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder.

Except as provided in this Instruction 6, it will not be necessary for transfer stamps to be affixed to the Outstanding Notes listed in this Letter of Transmittal.


7.	Waiver of Conditions.

The Company reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus.


8.	Mutilated, Lost, Stolen or Destroyed Outstanding Notes.

Any Holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.


9.	Requests for Assistance or Additional Copies.

Questions relating to the procedure for tendering as well as requests for additional copies of the Prospectus and this Letter of Transmittal may be directed to the Exchange Agent at the address and telephone number(s) set forth above. In addition, all questions relating to the Exchange Offer, as well as requests for assistance or additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Company at 2000 2nd Avenue, Detroit, Michigan 48226 (telephone: (313) 235-4000).


10.	Validity and Form.

All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Outstanding Notes will be determined by the Company in its sole discretion, which determination will be final and binding. The Company reserves the absolute right to reject any and all Outstanding Notes not properly tendered or any Outstanding Notes the Company’s acceptance of which would, in the opinion of counsel for the Company, be unlawful. The Company also reserves the right to waive any defects, irregularities or conditions of tender as to particular Outstanding Notes. The Company’s interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Outstanding Notes must be cured within such time as the Company shall determine. Although the Company intends to notify Holders of defects or irregularities with respect to tenders of Outstanding Notes, neither the Company, the Exchange Agent nor any other person shall incur any liability for failure to give such notification. Tenders of Outstanding Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Outstanding Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering Holders as soon as practicable following the Expiration Date, unless otherwise provided in the appropriate box on this Letter of Transmittal.

IMPORTANT: This Letter of Transmittal or a facsimile thereof (together with Outstanding Notes or confirmation of book entry transfer and all other required documents) or a Notice of Guaranteed Delivery must be received by the Exchange Agent on or prior to the Expiration Date.

EXHIBIT 99.2

THE DETROIT EDISON COMPANY

NOTICE OF GUARANTEED DELIVERY

(Not to be used for Signature Guarantee)

As set forth in the Prospectus, dated , 2005 (the “Prospectus”), in the section entitled “The Exchange Offer — Procedures for Tendering” and in the accompanying Letter of Transmittal (the “Letter of Transmittal”) and Instruction 2 thereto, this form or one substantially equivalent hereto must be used to accept the Exchange Offer if certificates representing 4.80% 2005 Series A Senior Notes due 2015 and/or 5.45% 2005 Series B Senior Notes due 2035 of The Detroit Edison Company (collectively, the “Outstanding Notes”) are not immediately available or time will not permit such holder’s Outstanding Notes or other required documents to reach the Exchange Agent, or complete the procedures for book-entry transfer, prior to 5:00 p.m., New York City time, on the Expiration Date (as defined in the Prospectus) of the Exchange Offer. This form may be delivered by hand or sent by overnight courier, facsimile transmission or registered or certified mail to the Exchange Agent and must be received by the Exchange Agent prior to 5:00 p.m., New York City time, on , 2005.

To J.P. Morgan Trust Company, National Association

(the “Exchange Agent”)


By Mail or Overnight Delivery:	By Facsimile Transmission:	By Hand or Overnight Delivery:
J.P. Morgan Institutional Trust	(214) 468-6494	J.P. Morgan Chase Bank, N.A.
Services		Institutional Trust Services
2001 Bryan Street, 9th Floor	Confirm Facsimile Transmission	Service Window
Dallas, Texas 75201	by Telephone:	New York Plaza, First Floor
	(214) 468-6464	New York, New York 10004

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS

OTHER THAN AS SET FORTH ABOVE

TRANSMISSION VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE WILL NOT

CONSTITUTE A VALID DELIVERY

This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an “Eligible Institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:

The undersigned hereby tender(s) to The Detroit Edison Company the principal amount of the Outstanding Notes listed below, upon the terms of and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal and the instructions thereto (which together constitute the “Exchange Offer”), receipt of which is hereby acknowledged, pursuant to the guaranteed delivery procedures set forth in the Prospectus, as follows:

This Notice of Guaranteed Delivery must be signed by the Holder(s) exactly as their name(s) appear on certificates for Outstanding Notes or on a security position listing as the owner of Outstanding Notes, or by person(s) authorized to become Holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.

The Depository Trust Company Account Number (if the Outstanding Notes will be tendered by book-entry transfer)

Sign Here

Account Number

Series of Outstanding Notes and Principal Amount Tendered (must be in integral multiples of $1,000)

Number and Street Address or P.O. Box

City, State, Zip Code

Signature(s)

Dated: ______________________________

GUARANTEE OF DELIVERY

(Not to be used for signature guarantee)

The undersigned, a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office in the United States, or otherwise an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, guarantees that, within five New York Stock Exchange trading days from the date of this Notice of Guaranteed Delivery, a properly completed and validly executed Letter of Transmittal (or a facsimile thereof), together with certificates representing Outstanding Notes tendered hereby in proper form for transfer (or confirmation of the book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at The Depository Trust Company pursuant to the procedures for book-entry transfer set forth in the Prospectus under the caption “The Exchange Offer — Procedures for Tendering”) and all other documents required by the Letter of Transmittal will be deposited by the undersigned with the Exchange Agent at its address set forth above.

The institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver the Letter of Transmittal and Outstanding Notes to the Exchange Agent within the time period shown herein. Failure to do so could result in a financial loss to the undersigned.

Name of Firm

Address

Zip Code

Area Code and Tel. No.

Authorized Signature

Title

Name

Please Type or Print

Name

Dated:

NOTE: DO NOT SEND CERTIFICATES REPRESENTING OUTSTANDING NOTES WITH THIS FORM. CERTIFICATES REPRESENTING OUTSTANDING NOTES SHOULD BE SENT ONLY WITH A LETTER OF TRANSMITTAL.


	practices applicable to the type of business in which we are engaged and may be determined as of a date not more than 60 days prior to the happening of the event for which such determination is being made.

	“Operating Property” means (i) any interest in real property we own and (ii) any asset we own that is depreciable in accordance with generally accepted accounting principles, excluding, in either case, any interest of ours as lessee under any lease (except for a lease that results from a Sale and Lease-Back Transaction) which has been or would be capitalized on the books of the lessee in accordance with generally accepted accounting principles.

	“Sale and Lease-Back Transaction” means any arrangement with any person providing for the leasing to us of any Operating Property (except for leases for a term, including any renewal or potential renewal, of not more than 48 months), which Operating Property has been or is to be sold or transferred by us to the person; provided, however, Sale and Lease-Back Transaction shall not include any arrangement first entered into prior to the date of the supplemental indenture relating to the notes and shall not include any transaction pursuant to which we sell Operating Property to, and thereafter purchase energy or services from, any entity, which transaction is ordered or authorized by any regulatory authority having jurisdiction over us or our operations or is entered into pursuant to any plan or program of industry restructuring ordered or authorized by any such regulatory authority.

	“Value” means, with respect to a Sale and Lease-Back Transaction, as of any particular time, the amount equal to the greater of (i) our net proceeds from the sale or transfer of the property leased pursuant to the Sale and Lease-Back Transaction or (ii) the net book value of the property, as determined by us in accordance with generally accepted accounting principles at the time of entering into the Sale and Lease-Back Transaction, in either case multiplied by a fraction, the numerator of which shall be equal to the number of full years of the term of the lease that is part of the Sale and Lease-Back Transaction remaining at the time of determination and the denominator of which shall be equal to the number of full years of the term, without regard, in any case, to any renewal or extension options contained in the lease.