Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.     )

	Filed by the Registrant   x
	Filed by a Party other than the Registrant   o
	Check the appropriate box:

	o   Preliminary Proxy Statement
	o   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	x   Definitive Proxy Statement
	o   Definitive Additional Materials
	o   Soliciting Material Pursuant to §240.14a-12

      Payment of Filing Fee (Check the appropriate box):

	x   No fee required.
	o   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

	1) Title of each class of securities to which transaction applies:

	2) Aggregate number of securities to which transaction applies:

	3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	4) Proposed maximum aggregate value of transaction:

	5) Total fee paid:

	o   Fee paid previously with preliminary materials.

	o   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	1) Amount Previously Paid:

	2) Form, Schedule or Registration Statement No.:

	3) Filing Party:

	4) Date Filed:

Table of Contents

We invite you to attend the annual meeting of DTE Energy Company (“DTE,” “Company,” “we,” “us” or “our”) to:

	1. Elect five directors;

	2.	Ratify the appointment of Deloitte & Touche LLP by the Board of Directors as our independent auditors for the year 2004; and
	3.	Consider any other business that may properly come before the meeting or any adjournments of the meeting.

The Record Date for this annual meeting is March 1, 2004. Only shareholders of record at the close of business on that date can vote at the meeting.

For more information, please read the accompanying 2004 Proxy Statement.

This Notice of Annual Meeting, as well as the accompanying Proxy Statement and proxy card, will be mailed to our shareholders on or about March 29, 2004.

It is important that your shares be represented at the meeting. Shareholders may vote their shares (1) in person at the annual meeting, (2) by telephone, (3) via the internet or (4) by completing and mailing the enclosed proxy card in the return envelope. Specific instructions for voting by telephone or via the internet are attached to the proxy card. If you attend the meeting and vote at it, your vote at the meeting will replace any earlier vote by telephone, internet or proxy.

By Order of the Board of Directors
Susan M. Beale Vice President and Corporate Secretary		Anthony F. Earley, Jr. Chairman of the Board and Chief Executive Officer and President and Chief Operating Officer

March 25, 2004

TABLE OF CONTENTS

Table of Contents

2004 PROXY STATEMENT OF DTE ENERGY COMPANY

QUESTIONS AND ANSWERS

Q:     What is a proxy?

A:	A proxy is a document, also referred to as a “proxy card,” on which you authorize someone else to vote for you in the way that you want to vote. You may also choose to abstain from voting. The enclosed proxy is being solicited by our Board of Directors (the “Board”).

Q:  What is a Proxy Statement?

A:	A Proxy Statement is this document, required by the Securities and Exchange Commission (the “SEC”), which, among other things, explains the items on which you are asked to vote on the proxy card.

Q:     What is the purpose of this annual meeting?

A:	At the 2004 DTE annual meeting, our shareholders are asked to:

•	Elect five directors. The nominees are Anthony F. Earley, Jr., Allan D. Gilmour, Frank M. Hennessey, Gail J. McGovern and Josue Robles Jr. (See pages 7-9.)
•	Ratify the appointment of Deloitte & Touche LLP as our independent auditors. (See page 16.)
•	Consider any other business that may properly come before the meeting or any adjournments of the meeting.

Q:     Who is entitled to vote?

A:	Only our shareholders of record at the close of business on March 1, 2004 (the “Record Date”) are entitled to vote at the annual meeting. Each share of common stock has one vote. Information on cumulative voting in the election of directors is shown on page 3.

Q:     How do I vote?

A:	If you hold your shares in your own name, you may vote by telephone, through the internet, by mail or by casting a ballot in person at the annual meeting.

•	To vote by mail, sign and date each proxy card that you receive and return it in the enclosed prepaid envelope. Proxies will be voted as you specify on each proxy card.
•	You may vote by telephone or through the internet by following the instructions attached to your proxy card.

	If you do not specify how to vote on Items 1 and 2 on your proxy card, the shares represented by your proxy will be voted FOR Items 1 and 2. Your shares will also be voted on any other business that comes before the meeting. (See page 18.)
	If your shares are registered in the name of a broker, bank or other nominee, your broker or nominee has enclosed, or will provide, a voting instruction card for you to use in directing your broker or nominee how to vote your shares.

Q:     Can I change my vote after I have voted?

A:

If you hold your shares in your own name, any subsequent vote by any means will change your prior vote. For example, if you voted by telephone, a subsequent internet vote will change your vote. If you wish to change your vote by mail, you may do so by requesting, in writing, a new proxy card from the tabulator, The Bank of New York, Shareholder Relations, P.O. Box 11258, Church Street Station, New York, NY 10286. The last vote received prior to the meeting will be the one counted. You may also change your vote by voting in person at the annual meeting.

A:	Yes, if you hold your shares in your own name as of the Record Date, you may revoke a proxy by submitting a letter addressed to the tabulator, The Bank of New York, Shareholder Relations, P.O. Box 11258, Church Street Station, New York, NY 10286.

Q:     Is my vote confidential?

A:	Yes, your vote is confidential. The tabulator and inspectors of election are not employees of the Company nor are they affiliated with the Company in any way. We may be advised whether you have

2

Table of Contents

	voted. Also, shareholders’ votes will be disclosed to us if a contested proxy solicitation occurs or if a disclosure is required by law.

Q:     What shares are included on my proxy card?

A:	The shares on your proxy card represent shares for which you have a certificate and also any shares you may have in our Dividend Reinvestment and Stock Purchase Plan (“DRIP”). DTE common stock owned by employees and retirees of DTE and its affiliates in their respective 401(k) plans (“401(k) plans”) are voted on a separate voting instruction form sent by the 401(k) plan trustee.

Q:     What does it mean if I get more than one proxy card?

A:	It indicates that your shares are registered differently and are in more than one account. Sign and return all proxy cards, or vote each account by telephone or on the internet, to ensure that all your shares are voted. We encourage you to register all your accounts in the same name and address. To do this, contact The Bank of New York, Shareholder Relations at 1-866-388-8558.

A:

In some instances, only one annual report is being delivered to multiple security holders sharing an address unless we have received contrary instructions from one or more shareholders. If you wish to receive a separate annual report, you can notify The Bank of New York at the address or telephone number below. Similarly, shareholders currently receiving multiple copies of this document can request the elimination of the duplicate document by contacting The Bank of New York, Shareholder Relations, P.O. Box 11258, Church Street Station, New York, NY 10286 or by phone at 1-866-388-8558.

Q:     Can I receive or view DTE’s materials electronically?

A:	Yes. DTE has its annual report and Proxy Statement available online, either for viewing on or for printing from your own computer. The internet address is www.dteenergy.com. From the home page, select the “Investor” tab.
	If you wish to receive your future Proxy Statement and annual report electronically, you may mark the appropriate box on your proxy card as instructed.

Q:     What constitutes a quorum?

A:

There were 169,080,243 shares of our common stock outstanding on the Record Date. Each share is entitled to one vote. A majority of these outstanding shares present or represented by proxy at the meeting constitutes a quorum. A quorum is necessary to conduct an annual meeting. Shares held of record by a broker or its nominee and voted on any matter are included in determining the number of votes present.

Q:     How does the voting work?

A:     For each item, voting works as follows:

•	Item 1: The election of each director requires approval from a plurality of the shares voted. You may withhold votes from one or more directors by writing their names in the space provided for that purpose on your proxy card. Withheld votes have the same effect as abstentions. If you vote by telephone or the internet, follow the instructions attached to the proxy card.
	Without prior notice to DTE, you may also cumulate votes for directors by multiplying the number of your shares by the number of directors to be elected and by casting all such votes either (a) for one candidate or (b) by distributing them among two or more candidates. You cannot vote for more than five directors.

•	Item 2: Ratification of the appointment of auditors requires approval from a majority of the votes cast (excluding abstentions and broker non-votes).
	Under the New York Stock Exchange (“NYSE”) rules, if your broker holds your shares in its name, the broker is permitted, under certain circumstances, to vote your shares on certain “routine” matters, including the election of directors and the ratification of the appointment of auditors, even if it does not receive voting instructions from you.

3

Table of Contents

Q:     Who may attend the annual meeting?

A:	Any shareholder of record as of the Record Date may attend. Seating and parking are limited, and admission is on a first come basis.

Q:     How will the annual meeting be conducted?

A:

The Chairman, or other officer designated by a majority of the Board, will call the annual meeting to order and will act as the presiding officer. The presiding officer determines the order of business. The only business that will be conducted or considered at this meeting is business discussed in this proxy statement as no shareholder complied with the procedures disclosed in last year’s proxy statement for proposing other business at this meeting.

A:

Any recommendations for nominations by shareholders should be in writing and addressed to our Corporate Secretary at our principal business address. Recommendations should include (a) the qualifications of the proposed nominee to serve on the Board, (b) the principal occupations and employment of the proposed nominee during the past five years, (c) each directorship currently held by the proposed nominee and (d) a statement from the proposed nominee that he or she has consented to the submission of the recommendation. Once the Corporate Secretary receives a recommendation for nomination, the recommendation is sent to the Governance Committee for consideration when it reviews all nominations prior to the annual meeting of shareholders. Generally, the Board is responsible for selecting and recommending director candidates for shareholder approval. The Corporate Governance Committee is responsible for assessing the appropriate skills and characteristics required to meet the needs of the Board. This assessment may include a review of the nominee’s judgment, experience, independence, understanding of the Company or related industries, and such other factors as the Committee concludes are pertinent in light of the current needs of the Board. The Board may use a search firm to assist in the search for nominees and the evaluation of skills against the Board’s criteria. See the “2005 Annual Meeting of Shareholders — Shareholder Proposals” section of this Proxy Statement for further information on submitting nominations.

4

Table of Contents

DTE ENERGY’S CORPORATE GOVERNANCE

At DTE, we are committed to operating in an ethical, legal and environmentally sensitive and socially responsible manner, while creating long-term value for our shareholders. The foundation of our governance practices starts with the DTE Energy Governance Guidelines — Mission and Director Responsibilities. You can find the DTE Energy Governance Guidelines on our website, www.dteenergy.com, in the Investors — Corporate Governance section.

The DTE Energy Governance Guidelines set forth the practices the Board will follow with respect to Board composition and selection, Board meetings, Chief Executive Officer performance evaluation and succession planning, and Board committees and compensation. The DTE Energy Governance Guidelines are also intended to align the interests of directors and management with those of our shareholders. The following is a summary of the Governance Guidelines and other governance practices at DTE.

•	Election of Directors and Board Composition — The Board is divided into three classes by our Bylaws. One class of directors is elected each year for a three-year term.
•	Composition of the Board — The Board is composed of a majority of directors who qualify as independent directors (“Independent Directors”) pursuant to the rules adopted by the SEC and the corporate governance standards for companies listed on the NYSE. Applying these standards, the Board has determined that a majority of directors qualify as independent. The Independent Directors are — Messrs. Gilmour, Hennessey, Bing, Sims, Lobbia, Miller, Adderley and Leipprandt, Ms. McGovern, Dr. Bauder, Dr. Pryor and Gen. Robles. However, the Board has determined that Messrs. Earley and Glancy are not Independent Directors and may be deemed to be affiliates of the Company under the NYSE listing standards due, in Mr. Earley’s case, to his current employment as Chief Executive Officer of DTE and, in Mr. Glancy’s case, to his prior employment as Chief Executive Officer of MCN Energy Group, Inc. Although Mr. Lobbia is considered an Independent Director under the NYSE standards because he retired as our Chairman of the Board and Chief Executive Officer in 1998, the Board has elected to use a higher standard and does not consider any current or former employees of the Company or its affiliates to be independent directors. (For more information about the Company’s relationship with Mr. Glancy, see “Certain Relationships and Related Transactions” on page 15.)
•	Board Committees — The Board has standing committees for Audit, Corporate Governance, Executive, Finance, Nuclear Review, Organization and Compensation, Public Responsibility and a Special Committee on Compensation. After the 2004 annual meeting, the Company may eliminate the Special Committee on Compensation. With the exception of the Executive Committee, which has the authority to act on most matters when the Board is not in session, and the Special Committee on Compensation, which has authority to act on certain compensation matters, the committees act in an advisory capacity to the full Board. Each committee has authority to retain outside counsel, accountants, experts or other advisors, as it deems advisable or necessary, including the sole authority to retain and terminate any such advisors, to carry out its duties. The Board has determined that each member of the Audit, Corporate Governance, and Organization and Compensation Committees meets the NYSE listing standards regarding “independence” and that each member is free of any relationship that would interfere with his or her individual exercise of independent judgment. The Charter for each committee of the Board is on our website at http://www.dteenergy.com.
•	Selection of Chairman of the Board and the Chief Executive Officer — Our Bylaws currently provide that the Chairman of the Board shall be the Chief Executive Officer of the Company and shall preside at all meetings of the Board. However, it is currently contemplated that the Bylaws will be amended at the 2004 organizational meeting of the Board to provide that the Board will determine whether these positions should be held by the same or separate individuals.
•	Term of Office — The Board has not established term limits other than the current three-year terms of office. However, the Bylaws provide that a director cannot stand for re-election after age 70.
•	Executive Sessions — A portion of each Board meeting is spent with the Chairman of the Board and Chief Executive Officer and no other management members. At most meetings, the Board also meets in

5

Table of Contents

	executive session without the Chairman of the Board and Chief Executive Officer. During 2003, the Board met five times in executive sessions. At least once per year, the Independent Directors meet in executive session to review the performance of the Chairman of the Board and Chief Executive Officer. Generally, the chair of the Organization and Compensation Committee will chair the executive sessions. However, if the Board finds it appropriate, they may designate a director other than the chair of the Organization and Compensation Committee to Chair the executive session.
•	Assessment of Board and Committee Performance — The Board evaluates its performance annually. The Audit, Corporate Governance and Organization and Compensation Committees will each perform, and any other Committee may perform, an annual evaluation of its performance. The results of these evaluations will be discussed with the full Board.
•	Board Compensation — The Company has established a Board compensation structure intended to provide compensation of approximately one-half cash and one-half equity. (See “Annual Board Compensation” on page 13 and “Amount and Nature of Beneficial Ownership as of January 2, 2004” on page 14.)
•	Officer Stock Ownership — The Board established stock ownership guidelines in 2001 for senior management in order to more closely link their interests with those of our shareholders. Under these guidelines, members of our senior management are expected to own, within 5 years of their appointment to such position, shares of DTE stock having a value equal to a multiple of their annual base salary as set forth below.

	Subsidiary Presidents are considered to be at either the Vice President or Senior Vice President level.

The Code of Ethics for the CEO and Senior Financial Officers and The DTE Energy Way, our standards of behavior for DTE Energy, are also available on our website.

6

Table of Contents

ITEM 1. ELECTION OF DIRECTORS

The Board is divided into three classes by our Bylaws. One class of directors is elected each year for a three-year term. The terms of directors in one class expire in 2004. The four directors in this class have been nominated for election for terms expiring in 2007. In addition, one director appointed to the Board during 2003 has been nominated for election for a term expiring in 2005. All of the nominees have consented to serve if elected. All are current members of the Board. Pursuant to the provisions of our Bylaws, the Board has by resolution set the number of directors comprising the full Board at 12 effective as of the time of the annual meeting.

Proxies cannot be voted for more than five persons. If any nominee becomes unable or unwilling to serve at the time of the meeting, the persons named in the enclosed proxy card have discretionary authority to vote for a substitute nominee or nominees. It is anticipated that all nominees will be available for election.

Brief biographies of each nominee for election at this meeting and each director continuing in office are given below. The information includes each person’s principal occupation(s) and business experience for at least the past five years. The dates shown for service as a director of DTE include service as a director of The Detroit Edison Company (“Detroit Edison”), our former corporate parent and, as a result of a share exchange, now our wholly owned subsidiary.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NOMINEES

Nominees for Election at this Meeting for Terms Expiring in 2007

		Anthony F. Earley, Jr., age 54 Director since 1994 • Chairman of the Board and Chief Executive Officer (since 1998) and President and Chief Operating Officer (1994 - 1998), DTE • Director of DTE, Comerica Incorporated, Masco Corporation and Plug Power, Inc. and director or trustee of many community and professional organizations • University of Notre Dame (B.S. in physics, M.S. in engineering and J.D.)
		Allan D. Gilmour, age 69 Director since 1995 • Vice Chairman of Ford Motor Company (since 2002). Retired Vice Chairman of the Board, Ford Motor Company (1995 - 2002) • Director of DTE, Whirlpool Corporation and director or trustee of many community and professional organizations • Harvard University (B.A. in economics) and University of Michigan (M.B.A.)
		Frank M. Hennessey, age 65 Director since 2001 • Chairman and Chief Executive Officer of Hennessey Capital, LLC (since 2002) (finance company). Former Chairman of Emco Limited (1995 - 2003) (building materials manufacturer and distributor) and Vice Chairman and Chief Executive Officer of MascoTech, Inc. (1998 - 2000) (transportation industry metalwork manufacturer) • Director of DTE and director or trustee of many community and professional organizations • Northeastern University (B.S.)

7

Table of Contents

		Gail J. McGovern, age 52 Director since June 2003 • Professor, Harvard Business School (since 2002). President of Fidelity Personal Investments, a unit of Fidelity Investments (1998 - 2002) and Executive Vice President of Consumer Markets, a division of AT&T • Director of DTE, Digitas, Inc. and Hartford Financial Services Group and director or trustee of many community and professional organizations • Johns Hopkins University (B.A. in theoretical mathematics) and Columbia University (M.B.A.)

Nominee for Election at this Meeting for Term Expiring in 2005

		Josue Robles Jr., age 57 Director since November 2003 • Executive Vice President, Chief Financial Officer and Corporate Treasurer, United Services Automobile Association (since 1994) (insurance and financial services provider) • Director of DTE and director or trustee of many community and professional organizations • Kent State University (B.B.A. in accounting) and Indiana State University (M.B.A.)

Directors Whose Present Terms Continue Until 2005

		Lillian Bauder, age 64 Director since 1986 • Vice President for Corporate Affairs, Masco Corporation (since 1996) (consumer products manufacturer), Chairman and President (since January 2002) and President (October 1996 to December 2001), Masco Corporation Foundation • Director of DTE and Comerica Incorporated and director or trustee of many community and professional organizations • Rutgers University (B.A. from Douglass College) and University of Michigan (M.A. and Ph.D.)
		David Bing, age 60 Director since 1985 • Chairman of The Bing Group, which consists of Bing Corporate Services, Bing Metals Group and Bing Assembly Systems (since 1982) (automotive supplier) • Director of DTE, Cardinal Health, advisor to many youth groups and director or trustee of many community and professional organizations • Played professional basketball for 12 years • Syracuse University (B.A. in economics)
		Howard F. Sims, age 70 Director since 2001 • Chairman and CEO of the Sims Design Group Inc. and Chairman of SDG Associates, PLLC and SDGdesign, Inc. (since 1964) (architectural design firm) • Director of DTE and Comerica Incorporated and director or trustee of many community and professional organizations • University of Michigan (B.A. in architecture, M.A. in architecture) and Eastern Michigan University (Honorary Doctorate of Public Service)

8

Table of Contents

Directors Whose Present Terms Continue Until 2006

		Alfred R. Glancy III, age 66 Director since 2001 • Chairman, Unico Investment Company (since 2000) and retired Chairman and Chief Executive Officer, MCN Energy Group Inc. (1988 - 2001) • Director of DTE and ShoreBank Corporation and director or trustee of many community and professional organizations • Princeton University (B.A. in economics) and Harvard Business School (M.B.A)
		John E. Lobbia, age 62 Director since 1988 • Retired Chairman of the Board and Chief Executive Officer, DTE (1998) • Director of DTE and Rouge Industries and director or trustee of many community and professional organizations • University of Detroit (B.A. in electrical engineering)
		Eugene A. Miller, age 66 Director since 1989 • Retired Chairman, President and Chief Executive Officer, Comerica Incorporated and Comerica Bank (1993 - 2002) • Director of DTE and Handleman Company and director or trustee of many community and professional organizations • Detroit Institute of Technology (B.B.A.)
		Charles W. Pryor Jr., age 59 Director since 1999 • President and Chief Executive Officer of Urenco, Inc. (since 2003) (mineral enrichment provider). Former Chief Executive Officer, Utility Services Business Group of British Nuclear Fuels, plc, which includes the Westinghouse Electric Company (1997 - 2003) (nuclear energy service provider) • Director of DTE and director or trustee of many community and professional organizations. • Virginia Tech (B.S. in civil engineering, M.S. and Ph.D. in structural engineering) and Northeastern University (Executive M.B.A.)

9

Table of Contents

Directors Not Standing for Re-election

Messrs. Adderley and Leipprandt have reached mandatory retirement age and cannot stand for re-election. Mr. Adderley, Chairman and Chief Executive Officer of Kelly Services, Inc., has served as a director for 17 years. Mr. Leipprandt, retired President and Chief Executive Officer and Marketing Specialist of Cooperative Elevator Company, has served as a director for 14 years. We thank them for the invaluable advice and counsel that they have provided.

How to Contact our Board and Committees

The Board has a process that allows interested shareholders or other persons to communicate concerns to the directors.

•	Concerns regarding financial statements, accounting practices or internal controls may be submitted to the Audit Committee through its reporting channel:

	•	877-406-9448
	•	2000 Second Ave. Room 2075 Detroit, Michigan 48226

•	Any other concern may be submitted to the Vice President and Corporate Secretary for delivery to the director chairing executive sessions at:

	•	2000 Second Ave. Room 2057 Detroit, Michigan 48226

Information Regarding the Board and Its Committees

The Board met eight times in 2003. The non-management directors met in executive sessions (sessions without the CEO or any representatives of management present) five times. All of the directors attended at least 75% of the Board meetings and the meetings of the committees on which they served, except Ms. McGovern. Ms. McGovern joined the Board mid-year and attended 63% of the meetings due to previous work commitments, which could not be changed. Since November 2003, Ms. Govern has attended 100% of the meetings. All of the 12 directors then in office attended last year’s annual meeting.

10

Table of Contents

The table below reflects the membership and the number of meetings held for each committee.

     * Chair

The following is a summary of the terms of each Committee’s charter and the responsibilities of its members:

Audit Committee

•	Assists the Board in its oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Company.
•	Reviews scope of the annual audit and the annual audit report of the independent auditors.
•	Reviews financial reports, internal controls and risk exposures.
•	Reviews accounting policies and system of internal controls.
•	Responsible for the appointment, replacement, compensation and oversight of the independent auditor.
•	Reviews and pre-approves non-audit functions performed by the independent auditors.
•	Reviews the scope of work performed by the internal audit staff.
•	Recommends special studies or actions.

In the Board’s judgment, each member of the Audit Committee is financially literate. The Board has reviewed the qualifications and experience of each of the Audit Committee members and determined that Mr. Hennessey and Gen. Robles both qualify as “audit committee financial experts” as that term has been defined by the SEC. The Audit Committee Charter is attached as Appendix A to this Proxy Statement.

Corporate Governance Committee

•	Reviews and assists the full Board with corporate governance matters.
•	Considers the organizational structure of the Board.
•	Recommends to the full Board the nominees for directors.
•	Reviews recommended compensation arrangements for the Board, director and officer indemnification, and insurance for the Board.
•	Reviews recommendations for nominations received from shareholders.

11

Table of Contents

Executive Committee

•	Has authority to act on most matters when the Board is not in session.

This Committee is only used in unusual circumstances when a Board meeting cannot be scheduled, and has not been used for a number of years.

Finance Committee

•	Reviews matters related to capital structure.
•	Reviews major financing plans.
•	Recommends dividend policy.
•	Reviews financial planning policies and goals.
•	Reviews and approves the annual financial plan and forecasts.
•	Reviews certain capital expenditures.
•	Reviews insurance and business risk management.
•	Reviews pension funding.
•	Reviews potential mergers and acquisitions.

Nuclear Review Committee

•	Provides non-management oversight and review of Detroit Edison’s Fermi 2 nuclear power plant.
•	Reviews security, safety performance, changes in regulation, long-term strategies and policies.
•	Reviews plans for fueling and disposition of radioactive waste.
•	Reviews financial performance.
•	Reviews adequacy of resources.

Organization and Compensation Committee

•	Reviews and recommends, subject to Board approval, the compensation for vice presidents and higher and certain other executives.
•	Reviews CEO’s performance.
•	Assists in the selection of officers to assure successors exist for each office.

Public Responsibility Committee

•	Monitors the Company’s performance as a responsible corporate citizen, including its performance with respect to people.
•	Reviews the Company’s policies on social responsibilities.
•	Advises the Company on emerging public issues.
•	Reviews the Company’s environmental performance.

Special Committee on Compensation

•	Administers the Stock Incentive Plan and the Annual Incentive Plan in accordance with Internal Revenue Code requirements.

After the April 2004 retirement of Mr. Adderley from the Board, and his position on the Organization and Compensation Committee, the remaining members of that Committee will satisfy the independence rules of Section 162(m) of the Internal Revenue Code. The Company intends to disband this committee.

Risk Management Functions

As a part of its oversight function, the Board monitors how management operates the Company. When granting authority to management, approving strategies and receiving management reports, the Board must understand and consider, among other things, the risks and vulnerabilities the Company faces. The Committees facilitate this oversight function. The Audit Committee considers risk issues associated with DTE’s overall financial reporting and disclosure process. To achieve that goal, the Audit Committee meets with the Chief Financial Officer, the General Auditor and the Director of Risk Management at least quarterly, and with the independent auditor in executive sessions. The Audit Committee also reviews policies on risk assessment and accounting risk exposure. The Finance Committee oversees insurance and

12

Table of Contents

Annual Board Compensation

The goal of our Board compensation is to tie Board compensation to your interests as shareholders. Accordingly, approximately 50% of a director’s annual compensation is in the form of equity based compensation, including phantom shares of our common stock and stock options. The compensation programs during 2003 are described below.

Security Ownership of Management and Board

The following table sets forth certain information known to the Company with respect to beneficial ownership of common stock, phantom stock, performance shares, and options exercisable within 60 days as of January 2, 2004 for (i) each of our directors and nominees for director, (ii) our Chief Executive Officer and the four other highest paid Executive Officers whose salary and bonus for the Company’s 2003 fiscal year were in excess of $100,000 (the “Named Executive Officers”), and (iii) all Executive Officers and directors as a group as of January 2, 2004. Unless otherwise indicated, each of the named individuals has sole voting and investment power. To our knowledge, there are no members of our management team or

13

Table of Contents

Amount and Nature of Beneficial Ownership as of January 2, 2004

(1)	Includes directly held common stock, time-based restricted stock, and shares held pursuant to the 401(k) plan.
(2)	Phantom shares are acquired as follows: (a) by non-employee directors (i) as compensation under the DTE Energy Company Deferred Stock Compensation Plan for Non-Employee Directors and (ii) through participation in the DTE Energy Company Plan for Deferring the Payment of Directors’ Fees, both described above; and (b) by executive officers pursuant to the DTE Energy Company Supplemental Savings Plan, DTE Energy Company Executive Deferred Compensation Plan and DTE Energy Company Executive Supplemental Retirement Plan. Phantom shares are paid out in cash.
(3)	Represents performance shares under the Stock Incentive Plan that the executive officers acquired on February 9, 2004 and performance awards that would entitle them to receive shares in the future if they meet certain performance measures. The performance share numbers assume that target levels of performance are achieved. Performance shares are subject to forfeiture if the performance measures are not achieved over a designated period of time. See the discussion in “Executive Compensation — Report of the Organization and Compensation Committee.”
(4)	Includes options to acquire 62,424 shares of DTE common stock. These options were received in the merger with MCN in exchange for employee stock options to acquire 100,000 shares of MCN common stock.
(5)	Includes options to acquire 35,000 shares of DTE common stock awarded to Mr. Lobbia during his tenure as Chairman of the Board and Chief Executive Officer of DTE.

14

Table of Contents

Security Ownership of Certain Beneficial Owners

The following table sets forth information regarding the only person or group known to the Company to be a beneficial owner of more than 5% of our outstanding common stock.

*

Capital Research and Management Company reported on Schedule 13G that, at December 31, 2003, it is the beneficial owner of, with sole investment power over, 10,161,700 shares of the Company’s common stock as a result of acting as an investment advisor to various investment companies. The report indicates that the shares are held solely for investment purposes in the ordinary course of business and not with the purpose or effect of changing or influencing control.

Certain Relationships and Related Transactions

Mr. Glancy was the Chairman of MCN at the time of the DTE/ MCN merger. In connection with the merger, we entered into a termination and consulting agreement with Mr. Glancy under which he agreed to resign from his employment with MCN at the closing of the merger and to provide us with up to 50 hours per month of consulting services until he reached age 65, and during that period we agreed to pay him a $25,000 monthly consulting fee plus $500 for each hour of service rendered in excess of 50 hours per month and to provide him with an office. Mr. Glancy reached age 65 during 2003, at which time his obligation to provide consulting services and our obligation to pay consulting fees and to provide an office ceased. Under the termination and consulting agreement, as supplemented by a later letter agreement: (a) we agreed to nominate Mr. Glancy to the Board in accordance with our normal procedures until he reaches the mandatory retirement age for Board members; (b) Mr. Glancy will receive personal secretarial services for three days a week until he attains the age of 70; (c) for as long as Mr. Glancy remains a member of our Board, we will provide him with a home security system; (d) in the event that the Internal Revenue Service determines or claims that any payments or benefits provided to Mr. Glancy constitute “excess parachute payments,” we will make a tax reimbursement payment to him in accordance with the agreement; and (e) we will indemnify Mr. Glancy from any actions, suits or proceedings in connection with the agreement.

15

Table of Contents

ITEM 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

Subject to ratification by the shareholders, the Board has appointed Deloitte & Touche LLP as our independent auditors for the year 2004. Deloitte & Touche LLP has performed this function since 1995. For the years ended December 31, 2003 and 2002, professional services were performed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte”).

Representatives of Deloitte will be present at the annual meeting and will be afforded an opportunity to make a statement, if they desire, and to respond to appropriate questions from shareholders.

Audit and Non-audit Fees

The following table presents fees for professional services rendered by Deloitte for the audit of the Company’s annual financial statements for the years ended December 31, 2002 and December 31, 2003, and fees billed for other services rendered by Deloitte during those periods.

(1)	Represents the aggregate fees billed for the audit of the Company’s annual financial statements and for the reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q.
(2)	Represents the aggregate fees billed for audit-related services, including assistance with assessing internal controls and acquisition and divestiture-related due diligence.
(3)	Represents fees billed for tax services, including tax reviews and planning. A majority of the fees in this category represent one time services to support analysis and recommendation in the areas of synfuels and other special studies in the areas of federal and state taxation. The benefit derived from this work is substantially more than the fee paid.
(4)	Represents aggregate fees for services not included above, including advisory and consulting services.

The Audit Committee has concluded the provision of the non-audit services listed above is compatible with maintaining the independence of Deloitte & Touche LLP.

Policy on Audit Committee Pre-approval of Audit and

Consistent with SEC policies regarding auditor independence, the Audit Committee is responsible for appointing, approving professional service fees of, and overseeing the work of the independent auditor. The Audit Committee has established a policy regarding pre-approval of all audit and permissible non-audit services provided by the independent auditor.

Prior to engagement, the Audit Committee pre-approves these services by category of service. The Audit Committee may delegate to the Chair of the Audit Committee, or to one or more other designated members of the Audit Committee, the authority to grant pre-approvals of all permitted services or classes of these permitted services to be provided by the independent auditor up to but not exceeding a pre-defined limit. The decisions of the designated member to pre-approve a permitted service will be reported to the Audit Committee at least quarterly.

16

Table of Contents

At least quarterly, the Audit Committee reviews:

•	A report summarizing the services, or groupings of related services, including fees, provided by Deloitte.
•	A listing of new services requiring pre-approval.
•	As appropriate, an updated projection for the current fiscal year, presented in a manner consistent with the proxy disclosure requirements, of the estimated annual fees to be paid to Deloitte.

For the year 2003, 100% of the audit related fees, tax fees and all other fees were pre-approved by the Audit Committee.

Report of the Audit Committee

The purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities by reviewing the Company’s system of internal controls; the presentation and disclosure in the Company’s financial statements, which will be provided to the shareholders and others; and the overall audit process. All members of the Audit Committee meet the criteria for independence as defined in the listing standards of the New York Stock Exchange. The Audit Committee Charter, attached as Appendix A to this Proxy Statement, complies with requirements of the New York Stock Exchange.

Management is responsible for the financial reporting process, including the system of internal controls, and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The independent auditors are responsible for auditing these financial statements and expressing an opinion as to their conformity to GAAP. The Audit Committee’s responsibility is to monitor and review these processes, acting in an oversight capacity, and the Audit Committee does not certify the financial statements or guarantee the independent auditors’ report. The Audit Committee relies, without independent verification, on the information provided to it including representations made by management and the report of the independent auditors.

The Audit Committee discussed with our independent auditors the matters required to be discussed by audit standards, Securities and Exchange Commission regulations and New York Stock Exchange requirements. Disclosures were received from the independent auditors regarding their independence as required by Independence Standards Board Statement No. 1 and discussed with them. The Audit Committee has considered whether the services provided by the independent auditors other than those services relating to audit services are compatible with maintaining the independence of the accountants. The Audit Committee has concluded that such services have not impaired Deloitte’s independence. The Audit Committee reviewed and discussed the audited financial statements for the year ended December 31, 2003 with management and the independent auditors. Based on the review and discussions noted above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2003.

Audit Committee

Frank M. Hennessey, Chair

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSAL TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS.

17

Table of Contents

ITEM 3. OTHER BUSINESS THAT MAY COME BEFORE THE MEETING

Our management does not intend to bring any other business before the meeting for action and has not been notified of any other business proposed to be brought before the meeting. However, if any other business should be properly presented for action, it is the intention of the persons named on the enclosed proxy card to vote in accordance with their judgment on such business.

EXECUTIVE COMPENSATION

Report of the Organization and Compensation Committee

The Organization and Compensation Committee (“O&C Committee”) of the Board reviews and recommends for Board approval, the compensation of those executives who are at the level of vice president and higher, the General Auditor and certain other executives, including the individuals whose compensation is detailed in this Proxy Statement, except for components of executive compensation that have been administered by the Special Committee on Compensation (“Special Committee”) to satisfy Internal Revenue Code requirements regarding the deductibility of executive compensation. The O&C Committee, in determining overall compensation policy, considers awards made by the Special Committee.

The O&C Committee retains a consultant independent of the Company to continually review the Company’s executive compensation program to assure consistency with the Company’s executive compensation philosophy and framework. The following questions and answers discuss this executive compensation philosophy and framework, along with the details of the program elements.

	•	Competitive Position: The O&C Committee’s goals include maintaining a total compensation program that is competitive within our Comparative Market (defined below). A competitive position enhances our recruiting and retention efforts and serves as a basis for setting appropriate salary and incentive pay benchmarks.
	•	Compensation Opportunity: In addition to award-specific performance measures, which are tied to corporate goals such as total shareholder return, earnings per share growth, cash contribution, and customer satisfaction, among others, the O&C Committee considers several factors when setting base salary and establishing other elements of an executive’s compensation opportunity. Those factors include (i) the responsibilities of the executive’s position, (ii) the experience and performance of the individual, (iii) competition for executive talent and retention issues, and (iv) comparisons to comparable positions at other energy and non-energy companies in the Comparative Market. In the case of the CEO, in determining long-term incentive awards, the O&C Committee also takes into account awards made to the CEO in the last two years.
	•	Program: The key elements of the compensation program are base salary, the Annual Incentive Plan, and the Stock Incentive Plan. Over the past several years, the Stock Incentive Plan has served to drive Company performance by rewarding participants for actions and behaviors that closely align their interests with growth in long-term shareholder value. In addition, the interplay between the Annual Incentive Plan and the Stock Incentive Plan has provided an appropriate balance of short- and long-term incentives aligned with our business strategy of controlled growth in

18

Table of Contents

		earnings coupled with stable shareholder returns. In 2003, awards under the Stock Incentive Plan consisted of option grants, performance shares and time-based restricted stock. Policies concerning each of these elements, including the basis for the compensation awarded to Mr. Earley, are discussed below.

Q:  What is DTE’s Comparative Market?

A:	Under the executive compensation framework, the Comparative Market consists primarily of utilities (including utility holding companies), broad-based energy companies, and significant non-energy related companies selected on the basis of revenues generated, availability of compensation information, financial performance and geographic area.

Q:  How do we determine base salary?

A:

Ranges are used for base salaries that target median base salaries within the Comparative Market. Appropriate methods of measurement are used to take into account differences in company size and scope. The ranges established are designed to allow adequate differentiation for (i) individual potential, (ii) contributions made, and (iii) the experience in his or her position. Salary ranges are assessed periodically to remain consistent with the market. As noted above, in setting individual salary levels, several factors are used.

Q:  How do we determine the Chief Executive Officer’s compensation?

A:

Mr. Earley’s 2003 salary was set considering Mr. Earley’s responsibilities, experience and performance as well as competition for executive talent, retention objectives and comparisons to similar positions in the Comparative Market. Other bases for Mr. Earley’s salary, including the relationship between Company performance and his compensation, are discussed throughout this report and in the section titled Summary Compensation Table.

Q:  Is any of the executives’ compensation at risk?

A:	Yes, we have both annual and long-term incentive plans that put a significant amount of the executives’ compensation at risk.

Q:  How do we determine annual incentive?

A:

Executives may receive cash awards under the Annual Incentive Plan. For 2003, the Annual Incentive Plan had five annual measures weighted as follows in determining the total annual incentive award: earnings per share growth (50%), cash contribution (20%), customer satisfaction (10%), safety (10%), and diversity (10%). The Company must attain threshold minimum levels for a given performance measure before any compensation becomes payable on account of the measure. In addition, for 2003 the aggregate payout was capped at threshold for all measures which earned a payout because the earnings per share growth measure was less than threshold. Based on market comparisons, each officer position is assigned a target award expressed as a percentage of base salary. Award amounts paid to each officer are determined as follows: (i) performance for each measure is combined for an overall corporate performance factor; (ii) this factor is multiplied by each officer’s target award to arrive at an initial calculation; and (iii) the initial calculation is then adjusted based on individual performance. Based on achievement of performance measures, the corporate performance portion of the 2003 awards was earned at a rate of 25% of target. Mr. Earley’s target award had been set at 100% for a 25% calculation which equaled an award of $256,250. Based on his individual performance for 2003, this award was unchanged.

19

Table of Contents

Q:  How do we use compensation to focus management on long-term value?

A:	Stock-based awards made under the Stock Incentive Plan focus on long-term value.

	•	Background and structure: The Stock Incentive Plan, which was approved by our shareholders, rewards long-term growth and profitability by providing a vehicle through which officers, other key employees and outside directors may receive stock-based compensation. Stock-based compensation directly links individual performance with shareholder interests. Performance-based vesting and similar requirements for earning certain awards further emphasize achievement of corporate goals. The Special Committee independently administers the Stock Incentive Plan. The sizes of awards made during 2003, including awards to Mr. Earley, were determined by reference to executive level, responsibility, retention issues, market competitiveness and contributions to the overall success of the Company.
	•	Performance shares: The Special Committee awards performance shares under the Stock Incentive Plan. Performance shares entitle the executive to receive a specified number of shares, or a cash payment equal to the fair market value of the shares, depending on the level of achievement of performance measures. The performance measurement period for the 2003 awards is January 1, 2003 through December 31, 2005. Payments earned under the 2003 awards, including Mr. Earley’s award, will be based on three performance measures weighted as follows: (i) earnings per share growth (35%), (ii) total shareholder return vs. shareholder return of the companies in the Standard & Poor’s Electric Utility Index as of the date of grant (50%), and (iii) employee satisfaction/engagement (15%).
	•	Stock options: In 2003, the Special Committee awarded non-qualified stock options as part of the continuing program to link executive compensation to overall performance.
	•	Time-based restricted stock: In 2003, restricted stock awards were made with the restriction period ending on February 27, 2006. The only vesting requirement is continued employment throughout the restriction period.

       Organization and Compensation Committee

	Eugene A. Miller, Chair
	Terence E. Adderley
	David Bing
	Allan D. Gilmour

20

Table of Contents

Summary Compensation Table

(1)	The restricted stock awards made during 2003 are non-performance based and are valued as of February 27, 2003, the date the award was made. The number and value of the aggregate restricted stock held as of January 2, 2004 by the named officers based on the market value on that day are: Mr. Earley, 75,000 shares or $2,955,000; Mr. Anderson, 17,500 shares or $689,500; Mr. Buckler, 16,000 shares or $630,400; Mr. Ewing, 41,000 shares or $1,615,400; and Mr. Meador, 6,000 shares or $236,400. The aggregate number and value of non-performance restricted stock for the above officers is 155,500 shares or $6,126,700. The holders of restricted stock receive the same cash dividends as other shareholders owning the common stock. All restricted stock will vest in the event of a change in control of the Company.
(2)	The years 2001 and 2002 include the value at February 27, 2002 and February 27, 2003 (the dates that performance was certified), respectively, of the final portion of the 1998 and 1999 Stock Incentive Plan awards which became unrestricted as the result of meeting the performance criteria related to total shareholder return, customer satisfaction, production cost, cash flow, earnings growth, and Institute of Nuclear Power Operations. In addition, for Mr. Anderson, 2001 includes the value at February 27, 2002 (the date that performance was certified) of a 1997 performance restricted stock grant that vested as a result of the performance of an affiliate.
(3)	Includes the value at February 9, 2004 (the date that performance was certified), of the final portion of the 2000 Stock Incentive Plan award (performance shares with 4 year vesting) which became unrestricted as the result of meeting the performance criteria related to total shareholder return, earnings growth, employee satisfaction, and Institute of Nuclear Power Operations.
(4)	Includes the value at February 9, 2004 (the date that performance was certified), of the final portion of the 2001 Stock Incentive Plan award (performance shares with 3 year vesting) which became

21

Table of Contents

	unrestricted as the result of meeting the performance criteria related to total shareholder return, earnings growth, and employee satisfaction.
(5)	Includes matching contributions by the Company or its affiliates to the 401(k) plan. These matching contributions are predicated on the participant making contributions and cannot exceed 6% of a participant’s eligible compensation up to $200,000 for 2003. For 2003, Messrs. Earley, Anderson, Buckler, Ewing, and Meador were credited with matching contributions of $7,202, $6,888, $9,000, $9,015, and $8,970, respectively. This amount also includes amounts matched by the Company pursuant to the DTE Energy Company Supplemental Savings Plan. The Supplemental Savings Plan provides for deferring compensation in excess of various Internal Revenue Service limits imposed on tax qualified plans, including the $200,000 compensation limit for 2003. Matching contributions are limited to 6% of the eligible compensation deferred under the Supplemental Savings Plan. The value of the account will appreciate or depreciate based on the market value attributed to the employee’s account. Supplemental Savings Plan account balances are paid only in cash to participants upon termination of employment. For 2003, Messrs. Earley, Anderson, Buckler, Ewing, and Meador, were credited with matching Supplemental Savings Plan contributions of $51,875, $22,254, $20,516, $20,562, and $12,994, respectively.
(6)	The amounts for Mr. Ewing reflect compensation received from DTE beginning June 1, 2001. Prior to June 1, 2001, Mr. Ewing was employed by MCN.

Stock Incentive Plan — Awards in the Last Fiscal Year

The performance share awards shown in the table above were made in 2003 pursuant to the Stock Incentive Plan. Each performance share earned will be settled with one share of our common stock or for an amount of cash equal to the fair market value of a share of our common stock on the date the performance shares are earned. Thus, performance shares are not currently outstanding shares of our common stock. As described in the Report of the Organization and Compensation Committee, at the end of the performance period, some or all of such performance shares may be earned based on the level of attainment of the performance criteria. The performance period for each of the named employees is three years. If minimum performance levels are not met, no performance shares will be earned, and the payout will be zero. The number of performance shares shown in the table in the column entitled “Target” reflects attainment of 50% of the maximum performance level under the criteria established for the awards, and the number of performance shares shown in the table in the column entitled “Maximum” reflect attainment of 100% of the maximum performance level under the criteria. The three criteria for each of the 2003 awards are: (1) total shareholder return vs. shareholder returns of the companies in the Standard & Poor’s Electric Utility Index as of the date of grant (50%), (2) earnings per share growth (35%), and (3) employee satisfaction/ engagement (15%).

All performance shares will be earned in the event of a change in control of the Company, with the amount payable under the awards being based on the greater of target or actual levels of performance through the date of the change in control.

22

Table of Contents

The following table provides information about stock option grants in 2003 for the Named Executive Officers.

Stock Incentive Plan — Option Grants in Last Fiscal Year

(1)	33% of the options become exercisable one year from the date of grant, with an additional 33% becoming exercisable on the succeeding anniversary date of the grant and the final 34% becoming exercisable on the third anniversary date of the grant. All options will expire if not exercised before the expiration date shown above and may expire sooner in the event of termination of employment in certain circumstances. All stock options become immediately exercisable in the event of a change in control of the Company.
(2)	The exercise price of the stock options is the average of the high and low stock prices on the New York Stock Exchange Composite Index on the date of grant, which was February 27, 2003. Stock appreciation rights were not granted in 2003.
(3)	The fair value for these options was estimated at the date of grant, stated in Note 2 above, using a modified Black/ Scholes option-pricing model. The assumptions used to estimate the fair value are a risk-free interest rate of 2.9%, a dividend yield of 4.97%, an expected volatility of 20.9% and an expected life of six years. The fair value of the options granted on February 27, 2003 was $4.77 per option. The final value of the option, if any, will depend on the future value of the common stock and the optionee’s decisions with respect to such options. The methodology of valuing these options is consistent with the methodology used for the Company’s financial statements contained in the 2003 Annual Report. However, the fair value per option, as reported in Note 15 of the 2003 Annual Report, is based on the weighted average of all options granted throughout 2003 to all DTE employees.