SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~PURSUANT~~Date TOof ~~SECTION~~Report ~~13 OR 15~~(~~d) OF~~Date ~~THE~~of ~~SECURITIES~~earliest ~~EXCHANGE~~event ~~ACT~~reported) OFJanuary ~~1934~~ 25, 2005

Date of Report (Date of earliest event reported) September 1, 2004

MIDLAND COGENERATION VENTURE LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)


MICHIGAN	33-37977	38-2726166

(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


100 PROGRESS PLACE, MIDLAND, MICHIGAN		48640

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (989) 839-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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TABLE OF CONTENTS

Item 51.0201 ~~DEPARTURE~~ENTRY OFINTO ~~DIRECTORS~~A ORMATERIAL ~~PRINCIPAL~~DEFINITIVE ~~OFFICERS;~~AGREEMENT ~~ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS~~ SIGNATURES

Item 5 1.0201 ~~DEPARTURE~~ENTRY OFINTO ~~DIRECTORS~~A ORMATERIAL ~~PRINCIPAL~~DEFINITIVE ~~OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS~~AGREEMENT

InOn ~~July~~January ~~2004~~25, 2005, the Michigan Public Service Commission (“MPSC”) entered an order approving, with modifications, the resource conservation plan contemplated in the Resource Conservation Agreement (“RCA”) and Reduced Dispatch Agreement (“RDA”), between Midland Cogeneration Venture Limited Partnership (“MCV”) ~~offered a~~and ~~Voluntary~~Consumers ~~Severance~~Energy ~~Program~~Company (“~~VSP~~Consumers”), toan ~~its~~affiliate ~~employees~~company of CMS Midland Inc., which ~~was~~is ~~available~~a ~~to all~~general ~~employees.~~partner ~~Three~~ of MCV’s. ~~officers:~~The ~~LeRoy~~RCA W.and ~~Smith~~RDA provide, ~~Vice~~among ~~President~~other ofthings, for ~~Energy~~the ~~Supply~~economic dispatch of MCV based on the price of natural gas and ~~Marketing,~~such ~~James~~dispatch A.is ~~Mooney~~expected to reduce electric production at MCV from the current Forced Dispatch (i.e., ~~Vice~~minimum ~~President~~dispatch of ~~Engineering,~~1100 ~~Operations~~MW on- and ~~Construction~~off-peak), ~~and~~as ~~Barbara~~well Eas decreased gas consumption by MCV. ~~Lawson,~~The ~~Treasurer~~RCA ~~have~~and ~~elected~~RDA are expected to ~~participate~~result in ~~the~~significant ~~VSP.~~cost ~~Their~~savings ~~resignations~~to MCV, which are to be shared with Consumers, while MCV will continue to be ~~effective~~entitled onto orreceive ~~about~~payments from Consumers for capacity and energy under MCV’s ~~October 1,~~Power ~~2004~~Purchase Agreement with Consumers. MCV isand ~~currently~~Consumers ~~assessing~~have ~~which,~~notified ifthe ~~any,~~MPSC ofthat ~~these~~they ~~positions~~accept ~~will~~the beterms ~~replaced~~of the MPSC order and ~~how~~have made the ~~duties~~RCA ~~will~~and beRDA ~~assigned~~effective ~~within~~January 27, ~~the organization~~2005.

2Statement of 3Financial Accounting Standard No. 133 “Accounting for Certain Derivative Instruments and Certain Hedging Activities” (“SFAS No. 133”), establishes accounting and reporting standards requiring that every derivative instrument be recorded on the balance sheet as either an asset or liability measured at its fair value. SFAS No. 133 requires that changes in the derivative’s fair value be recognized currently in earnings unless specific hedge accounting criteria are met. MCV management believes that MCV’s current long term natural gas contracts that do not contain volume optionality qualify under SFAS No. 133 for the normal purchases and sales exception. These long term gas contracts are not being marked-to-market with gains or losses recorded in earnings. Implementation of the RCA and RDA is expected to significantly reduce the level of the Facility’s operational dispatch and, therefore, MCV is re-evaluating its accounting treatment for these long term gas contracts. This re-evaluation may result in recording additional mark-to-market activity on some contracts, which could add to earnings volatility.

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SIGNATURES Table of Contents

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

	MIDLAND COGENERATION VENTURE LIMITED PARTNERSHIP
Dated: September 2, 2004	By:	/s/ James M. Rajewski
		James M. Rajewski
		Chief Financial Officer, Vice President and Controller

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

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	MIDLAND COGENERATION VENTURE LIMITED PARTNERSHIP
Dated: January 28, 2005	By:	James M. Rajewski
		James M. Rajewski
		Chief Financial Officer, Vice President and Controller

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