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

                             FORM 10-K

        [X]   Annual Report Pursuant to Section 13 or 15(d)
              of the Securities Exchange Act of 1934

                For the fiscal year ended December 31, 2000

                                 or

        [ ]   Transition Report Pursuant to Section 13 or 15(d)
              of the Securities Exchange Act of 1934
                                                             I.R.S
                                                            Employer
  Commission      Registrant, State of Incorporation,    Identification
  File Number         Address and Telephone Number           Number
----------------  -------------------------------------  ---------------

    1-7297        Nicor Inc.                               36-2855175
                  (An Illinois Corporation)
                  1844 Ferry Road
                  Naperville, Illinois 60563-9600
                  (630) 305-9500

Securities registered pursuant to Section 12(b) of the Act:

                                                  Name of each exchange on
          Title of each class                         which  registered
   Common Stock, par value $2.50 per share         New York Stock Exchange
   including  Preference Stock purchase right      Chicago Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

As of  February  28,  2001,  45,370,776  common  shares  were  outstanding.  The
aggregate  market  value of  voting  securities  held by  non-affiliates  of the
registrant was approximately $1.6 billion.

        DOCUMENTS INCORPORATED BY REFERENCE

Portions of the company's 2001 Annual Meeting Definitive Proxy Statement,  dated
March 8, 2001, are incorporated by reference into Part III.



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Nicor Inc.                                                              Page i

Table of Contents

  Item No.

           Part I
   1.      Business .......................................................  1
   2.      Properties .....................................................  5
   3.      Legal Proceedings...............................................  5
   4.      Submission of Matters to a Vote of
             Security Holders..............................................  5
           Executive Officers of the Registrant............................  6

           Part II
   5.      Market for Registrant's Common Equity
             and Related Stockholder Matters ..............................  7
   6.      Selected Financial Data ........................................  8
   7.      Management's Discussion and Analysis of
             Financial Condition and Results of Operations.................  9
   7A.     Quantitative and Qualitative
             Disclosures about Market Risk................................. 20
   8.      Financial Statements and Supplementary Data..................... 21
   9.      Changes in and Disagreements with Accountants on
             Accounting and Financial Disclosure........................... 39

           Part III
   10.     Directors and Executive Officers of
             the Registrant... ............................................ 40
   11.     Executive Compensation.......................................... 40
   12.     Security Ownership of Certain
             Beneficial Owners and Management.............................. 40
   13.     Certain Relationships and Related
             Transactions.................................................. 40

           Part IV
   14.     Exhibits, Financial Statement
             Schedules, and Reports on Form 8-K............................ 40
           Signatures...................................................... 42
           Exhibit Index................................................... 43



Glossary

Degree day.........The extent to which the daily average temperature falls
                   below 65 degrees  Fahrenheit.  Normal weather for Nicor
                   Gas' service territory is about 6,100 degree days.
FERC...............Federal Energy Regulatory Commission, the agency that
                   regulates the interstat transportation of natural gas, oil
                   and electricity.
ICC................Illinois Commerce Commission, the agency that regulates
                   investor-owned Illinois utilities.
Mcf, MMcf, Bcf.....Thousand cubic feet, million cubic feet, billion cubic feet.
PBR................Performance-based rate, a plan that provides economic
                   incentives based on performance.
PGA................Purchased Gas Adjustment, a rate mechanism designed to allow
                   utilities, like Nicor Gas, to recover their gas costs without
                   markup.
TEU................Twenty-foot equivalent unit, a measure of volume in
                   containerized shipping equal to one 20-foot-long
                   container.



<PAGE>



Nicor Inc.                                                              Page 1

PART I

Item 1.  Business

Nicor Inc.  (Nicor),  incorporated in 1976, is a holding company.  Its principal
subsidiaries  are  Northern  Illinois Gas Company  (doing  business as Nicor Gas
Company),  one of the nation's largest distributors of natural gas, and Tropical
Shipping, a leading transporter of containerized  freight in the Caribbean.  Gas
distribution is Nicor's primary business,  representing approximately 90 percent
of consolidated  operating  income and assets in a typical year. Nicor also owns
several unregulated  energy-related  ventures,  including a partnership in Nicor
Energy,  a provider of energy  products and  services.  Nicor had  approximately
3,300 employees at year-end 2000.

Financial information on Nicor's major business segments is included in Business
Segment and  Geographic  Information  beginning on page 34.  Certain  terms used
herein are defined in the glossary on page i.


GAS DISTRIBUTION

General

Nicor Gas, a regulated natural gas distribution utility, serves nearly 2 million
customers, in a service territory that encompasses most of the northern third of
Illinois,  excluding  the city of Chicago.  The company's  service  territory is
diverse and has grown  steadily  over the years,  providing  the company  with a
well-balanced mix of residential,  commercial and industrial customers. In 2000,
residential customers accounted for 43 percent of natural gas deliveries,  while
commercial  and  industrial  customers  accounted for 25 percent and 32 percent,
respectively.  Nicor Gas' large  residential  customer  base  provides  relative
stability during weak economic periods.  In addition,  the company's  industrial
and  commercial  customer  base is well  diversified,  lessening  the  impact of
industry-specific  economic swings.  See Gas Distribution  Statistics on page 16
for operating revenues, deliveries and customers by customer classification.

Gas  deliveries  are seasonal  since about  one-half are used for space heating.
Typically,  about 70 percent  of  deliveries  and  revenues  occur from  October
through  March.  Fluctuations  in weather have the  potential  to  significantly
impact  year-to-year  comparisons of operating  income and cash flow. To provide
protection  from the  financial  impact of  unusually  warm  weather,  Nicor Gas
entered into an agreement  with a third party  designed to protect the company's
2001  earnings  and cash flow if  weather  is warmer  than  5,700  degree  days,
approximately  the same level as actual degree days in 2000. To partially offset
the cost of this earnings protection, Nicor Gas has also agreed to pay the third
party  if  weather  for  2001  is  colder  than  6,100  degree  days,  which  is
approximately normal for Nicor Gas' service territory.

Nicor Gas maintains franchise agreements with most of the communities it serves,
allowing it to construct,  operate and maintain distribution facilities in those
communities.  Franchise  agreement terms range up to 50 years.  Currently,  less
than 5 percent of the agreements will expire within five years.  The company has
approximately 2,200 employees.

Customer Services

In  addition  to  gas  sales  to  all  customer  classes,   Nicor  Gas  provides
transportation service to commercial and industrial customers who purchase their
own gas supplies.  Beginning in 1999, the company's Customer Select(R) voluntary
pilot program also allowed residential customers in certain communities to

Nicor Inc.                                                              Page 2

Item 1.  Business (continued)

choose their natural gas supplier.  Nicor Gas supports  customer  choice and has
filed with the Illinois  Commerce  Commission  (ICC) to  permanently  expand the
Customer Select program to all of its customers.  Additional  information on the
program is presented  under the heading  Unbundling  on page 15.  Transportation
customers have options that include the use of the company's  storage system and
the ability to choose  varying  supply  backup levels and service  options.  The
company receives a margin generally  comparable to gas sales for  transportation
service with full supply backup.

In recent years, Nicor Gas has been pursuing several nontraditional  activities.
These activities  include finding innovative ways to utilize its physical assets
by providing natural gas storage and transmission-related services to marketers,
other gas distribution companies and electric power generation facilities.

Sources of Gas Supply

Nicor Gas purchases gas supplies in the open market by contracting directly with
producers and marketers.  Pipeline transportation and purchased storage services
are  contracted  for  at  rates  regulated  by  the  Federal  Energy  Regulatory
Commission (FERC). Firm pipeline capacity and purchased storage services held by
the company  that are  temporarily  not needed can be released in the  secondary
market under FERC-mandated  capacity release provisions,  with proceeds reducing
the company's cost of gas charged to customers.

The company's peak day requirements are met through utilization of company-owned
storage facilities, firm pipeline capacity, purchased storage services and other
supply  arrangements.  Nicor Gas has been able to obtain sufficient  supplies of
natural gas to meet  customer  requirements.  The company  believes  natural gas
supply availability will be sufficient to meet market demands in the foreseeable
future.

Gas supply. Nicor Gas maintains a diversified portfolio of gas supply contracts.
Firm gas  supply  contracts  are  diversified  by  supplier,  producing  region,
quantity and available  transportation.  Contract  pricing is generally  tied to
published  price  indices  so as  to  approximate  current  market  prices.  The
contracts  also  generally  provide for the payment of fixed  demand  charges to
ensure  the  availability  of  supplies  on any  given  day  and  are  generally
negotiated annually.

The company also purchases gas supplies on the spot market to fulfill its supply
requirements  or to take  advantage of favorable  short-term  pricing.  Spot gas
purchases  accounted for about one-half of the company's  total gas purchases in
the last three years.

Customers  served under the company's  transportation  service tariffs  purchase
their own gas supplies.  About one-half of the gas that the company delivered in
2000 was  purchased by  transportation  customers  directly  from  producers and
marketers rather than from the company.

Pipeline  transportation.  Nicor Gas is directly  connected to seven  interstate
pipelines  which  provide  access to most of the  major  natural  gas  producing
regions in North America.  The company's primary firm  transportation  contracts
are with:  Natural Gas  Pipeline  Company of America,  which  accounts for about
two-thirds of the contracted  capacity,  Midwestern Gas Transmission Company and
Northern Natural Gas Company.  Nearly all of the contracted capacity will expire
by 2004.

Storage.  Nicor Gas owns and operates seven underground gas storage  facilities.
This storage system is one of the largest in the gas distribution industry. With
about 140 Bcf of top storage  capacity,  the system is designed to meet about 55
percent of the company's peak day deliveries and approximately 30 percent


<PAGE>


Nicor Inc.                                                              Page 3

Item 1.  Business (continued)

of its normal winter  deliveries.  In addition to the company-owned  facilities,
Nicor Gas purchases  about 40 Bcf of storage  service.  Storage  provides supply
flexibility and improves reliability of deliveries.

Competition/Demand

Nicor Gas is one of the largest utility energy suppliers in Illinois, delivering
about one-third of all utility energy consumed in the state.  Substantially  all
single-family homes in Nicor Gas' service territory are heated with natural gas.
The company's  natural gas services compete with other forms of energy,  such as
electricity  and oil, based on such factors as price,  service and  reliability.
Significant factors that impact demand for natural gas include weather, economic
conditions and the price of natural gas.

The energy  industry  has  undergone  fundamental  changes over the past several
years.  In  1997,  Illinois  adopted   legislation   directing  the  process  of
deregulating the state's electric utility industry.  All customers will be given
a choice of  electric  supplier  by 2002.  While  natural  gas prices  increased
significantly  in  2000,  Nicor  Gas  has  traditionally  maintained  a  pricing
advantage  over  electricity  and  expects  to  maintain  an  advantage  in  the
foreseeable future.

Additional  information  on  competition  and  demand is  presented  in  Factors
Affecting Business Performance beginning on page 14.

Regulation

Nicor Gas is regulated by the ICC, which  establishes  the rules and regulations
governing utility rates and services in Illinois.  Rates are generally  designed
to allow the company to recover its costs and provide an  opportunity  to earn a
fair  return for its  investors.  Changes in the  regulatory  environment  could
affect the longer-term performance of Nicor Gas.

The cost of gas the company  purchases  for  customers  is  recovered  through a
monthly gas supply charge,  which  accounted for  approximately  70 percent of a
typical  residential  customer's  annual  bill  in the  last  three  years.  The
company's cost of gas is passed on to the customer without markup.

Nicor Gas'  performance-based  rate (PBR) plan for  natural  gas costs went into
effect  January 1, 2000.  Under the PBR plan,  Nicor Gas' total gas supply costs
are compared to a market-sensitive benchmark. Annual savings and losses relative
to the  benchmark  are shared  equally with  customers.  After 2001,  the ICC is
required to review the plan.  Additional  information  on the plan is  presented
under the heading Performance-based rate plan beginning on page 14.

Customer  Select,  a voluntary  pilot program that offers  customers a choice of
natural gas  suppliers,  is in its fourth year.  Additional  information  on the
program is presented under the heading Unbundling on page 15.

Properties

The gas  distribution,  transmission  and storage system includes  approximately
30,000 miles of steel, plastic and cast iron main; approximately 27,000 miles of
steel,  plastic/aluminum  composite,  plastic and copper service pipe connecting
the mains to customers' premises; and seven underground storage fields.

<PAGE>


Nicor Inc.                                                              Page 4

Item 1.  Business (concluded)

Other properties include buildings,  land, motor vehicles,  meters,  regulators,
compressors,   construction   equipment,   tools,   communication  and  computer
equipment, software and office equipment.

The principal real properties are held under easements,  permits, or licenses or
in fee. Land in fee is owned for essentially all administrative  offices and for
certain  transmission  mains and underground  storage fields.  Substantially all
properties are subject to the lien of the indenture securing the company's First
Mortgage Bonds.


SHIPPING

Tropical  Shipping is one of the  largest  containerized  cargo  carriers in the
Caribbean,   a  region   characterized  by  modest  market  growth  and  intense
competition. Tropical Shipping's financial results can be significantly affected
by general  economic  conditions  in the United  States and the  Caribbean.  The
company's  shipments  consist  primarily  of  southbound  cargo such as building
materials,  food  and  other  necessities  for  developers,   manufacturers  and
residents in the Caribbean,  as well as  tourist-related  shipments intended for
use in hotels  and  resorts,  and on  cruise  ships.  The  balance  of  Tropical
Shipping's cargo consists of northbound  shipments of agricultural  products and
apparel, and interisland shipments. The company also provides additional related
services including inland transportation and cargo insurance.

Tropical  Shipping's fleet consists of 11 owned vessels and 5 chartered  vessels
with a container capacity totaling  approximately  4,800 TEUs. In 1999, Tropical
Shipping ordered the construction of two vessels to replace  chartered  capacity
and to support growth.  These vessels are currently  scheduled for completion in
late  2001  and  early  2002.   In  addition,   the  company  owns   containers,
container-handling  equipment,  chassis  and  other  equipment.  Real  property,
approximately half of which is leased, includes office buildings, cargo handling
facilities  and warehouses  located in the United States,  as well as in some of
the ports served.

Additional  information  about Tropical  Shipping's  business is presented under
Shipping on page 17.


OTHER ENERGY VENTURES

Nicor has several smaller  ventures that provide products and services that meet
customers' energy needs.  Additional information pertaining to these ventures is
presented under Other energy ventures on page 18.


ENVIRONMENTAL MATTERS

For information on environmental  matters,  see Contingencies  beginning on page
37.




<PAGE>


Nicor Inc.                                                              Page 5

Item 2.     Properties

Information   with  respect  to  this  item  concerning   Nicor  and  its  major
subsidiaries'  properties is included in Item 1, Business,  beginning on page 1,
and is incorporated herein by reference. These properties are suitable, adequate
and utilized in the company's operations.

Item 3.     Legal Proceedings

See  Contingencies  beginning  on page  37,  which  is  incorporated  herein  by
reference.  One of the lawsuits  referred to under Mercury Program involves five
previous  class actions that have been  consolidated  before a single judge.  On
March 7, 2001, the Circuit Court of Cook County entered an order  dismissing the
pending  consolidated  class action  complaint  without  prejudice  and allowing
plaintiffs to file an amended consolidated class action complaint.

Item 4. Submission of Matters to a Vote of Security Holders

None.




<PAGE>


Nicor Inc.                                                              Page 6

Executive Officers of the Registrant

Executive  officers  of  the  company  are  elected  annually  by the  Board  of
Directors.

            Name                 Age         Current Position and Background
-----------------------------   ------   ---------------------------------------

Thomas L. Fisher                 56      Chairman, Nicor and Nicor Gas (since
                                         1996); Chief Executive Officer, Nicor
                                         (since 1995) and Nicor Gas (since
                                         1988); and President, Nicor (since
                                         1994) and Nicor Gas (since 1988).

Philip S. Cali                   53      Executive Vice President Operations,
                                         Nicor and Nicor Gas (since 1999); and
                                         Senior Vice President Operations,
                                         Nicor Gas (1995-1999).

Kathleen L. Halloran             48      Executive Vice President Finance and
                                         Administration, Nicor and Nicor Gas
                                         (since 1999); Senior Vice President
                                         Administration, Nicor Gas (1998-1999);
                                         Senior Vice President Information
                                         Services, Rates and Human Resources,
                                         Nicor Gas (1996-1998); and Vice
                                         President Information Services, Rates
                                         and Human Resources, Nicor Gas
                                         (1995-1996).

Russ M. Strobel                  48      Senior Vice President, General Counsel
                                         and Corporate Secretary, Nicor and
                                         Nicor Gas (since 2000); Partner,
                                         Altheimer & Gray (2000); and Partner,
                                         Jenner & Block (1986-2000).


George M. Behrens                 45     Vice President Administration and
                                         Treasurer, Nicor and Nicor Gas (since
                                         1999); Vice President and Controller,
                                         Nicor and Nicor Gas (1998-1999); Vice
                                         President Accounting, Nicor Gas
                                         (1996-1998); and Vice President and
                                         Treasurer, Tropical Shipping
                                         (1991-1996).



<PAGE>


Nicor Inc.                                                              Page 7


PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

Nicor common  stock is listed on the New York and Chicago  Stock  Exchanges.  At
February  28, 2001,  there were  approximately  29,000  common  stockholders  of
record.

                     Stock price
        ------------------------------------   Dividends
           Quarter       High         Low       declared
        ------------ ----------- -----------   ---------

        2000
           First    $    36.38  $    29.38   $    .415
           Second        37.50       32.06        .415
           Third         40.06       32.13        .415
           Fourth        43.88       32.19        .415

        1999
           First    $    42.94  $    34.69   $     .39
           Second        39.50       34.13         .39
           Third         40.00       35.69         .39
           Fourth        39.38       31.19         .39
        ------------------------------------------------


Nicor Inc.                                                             Page 8


Item 6.  Selected Financial Data

                                          Year ended December 31
                            ---------------------------------------------------
(millions, except per
   share data)                2000      1999      1998        1997       1996
                           --------- --------- ---------   ----------  --------

Operating revenues         $ 2,298.1  $ 1,615.2  $ 1,465.1  $1,992.6  $ 1,850.7

Operating income           $    94.1  $   212.0  $   208.6  $  229.8  $   233.1

Net income
 Continuing operations     $    46.7  $   124.4  $   116.4  $  127.9  $   121.2
 Discontinued operations           -          -          -         -       15.0
                           ---------  ---------  ---------  --------   --------
                           $    46.7  $   124.4  $   116.4  $  127.9  $   136.2
                           =========  =========  =========  ========   ========

Basic earnings per
 common share
  Continuing operations    $    1.01  $    2.63  $    2.43  $   2.62  $    2.42
  Discontinued operations          -          -          -         -        .30
                           ---------  ---------  ---------  --------   --------
                           $    1.01  $    2.63  $    2.43  $   2.62  $    2.72
                           =========  =========  =========  ========   ========

Diluted earnings per
 common share
  Continuing operations    $    1.00  $    2.62  $    2.42  $   2.61  $    2.41
  Discontinued operations          -          -          -         -        .30
                           ---------  ---------  ---------  --------   --------
                           $    1.00  $    2.62  $    2.42  $   2.61  $    2.71
                           =========  =========  =========  ========   ========

Dividends declared per
   common share            $    1.66  $    1.56  $    1.48  $   1.40  $    1.32

Property, plant and
  equipment
    Gross                  $ 3,576.6  $ 3,483.1  $ 3,379.8  $3,267.7  $ 3,192.7
    Net                      1,729.6    1,735.2    1,731.8   1,735.8    1,771.9

Total assets               $ 2,885.4  $ 2,451.8  $ 2,364.6  $2,394.6  $ 2,438.6

Capitalization
  Long-term debt, net of
    current maturities     $   347.1   $  436.1   $  557.3  $  550.2  $   518.0
  Redeemable preferred
    stock                        6.3        6.3        6.3       6.4        7.5
  Common equity                707.8      787.7      759.0     744.0      729.6
                            --------- ---------  ---------  ---------  --------
                           $ 1,061.2  $ 1,230.1  $ 1,322.6  $1,300.6  $ 1,255.1
                            ========= =========  =========  =========  ========







<PAGE>


Nicor Inc.                                                              Page 9

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

The purpose of this financial review is to explain changes in Nicor's  operating
results  and  financial  condition  from 1998 to 2000,  and to discuss  business
trends and uncertainties that might affect Nicor.  Certain terms used herein are
defined in the glossary on page i.


SUMMARY

Nicor's two major business segments are gas distribution and shipping,  with gas
distribution  representing about 90 percent of consolidated operating income and
assets in a typical year.

Nicor's 2000 diluted  earnings per common share  decreased to $1.00 from $2.62 a
year ago. Net income  decreased $77.7 million to $46.7 million.  These decreases
resulted  from an unusual  pretax  charge of $148 million  recorded as operating
expense in the third quarter of 2000 related to the company's mercury inspection
and repair program described  beginning on page 37. The after-tax effect of this
charge on 2000 earnings was $1.94 per share.  Excluding the unusual charge,  net
income increased $12 million from a year ago to $136.4 million, or $2.94 diluted
earnings per common  share,  due to  improvements  in  operating  results in all
business segments.

Nicor's 1999 diluted  earnings per common share increased to $2.62 from $2.42 in
1998,  due  primarily to a positive  contribution  from  nonoperating  items and
improved gas distribution  operating results.  Nicor's 1999 net income increased
$8 million to $124.4 million.

Per share  results in both 2000 and 1999  benefited  from the  company's  common
stock repurchase programs.

Operating  income.  Operating  income  (loss) by business  segment is  presented
below:

(millions)                                   2000        1999       1998
                                           ---------   --------    --------
Gas distribution                           $   64.9    $ 191.7     $ 185.5
Shipping                                       25.7       22.5        27.6
Other energy ventures                           6.5        1.3        (1.9)
Corporate and eliminations                     (3.0)      (3.5)       (2.6)
                                           ---------   --------    --------
                                           $   94.1    $ 212.0     $ 208.6
                                           =========   ========    ========

The following summarizes operating income comparisons by business segment:

o Gas  distribution  operating  income decreased $126.8 million in 2000 to $64.9
million.  Excluding  the  effect  of the  unusual  mercury-related  charge,  gas
distribution  operating income increased $21.2 million, or 11 percent, to $212.9
million  in 2000.  The impact of the  mercury-related  charge  more than  offset
improvements    from   higher   gas   deliveries,    contributions    from   the
performance-based  rate  (PBR)  plan for gas costs  and  increased  income  from
power-generation  services. Gas deliveries rose to 526 Bcf in 2000 compared with
508 Bcf in 1999 due to 8 percent colder weather and customer additions. In 1999,
gas  distribution   operating  income  increased  $6.2  million  due  to  higher
deliveries  related  primarily to 9 percent  colder weather than the prior year.
Results for both years also include increased operating and maintenance expenses
and depreciation.



Nicor Inc.                                                             Page 10

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations (continued)

o  Containerized  shipping  operating  income  increased  $3.2  million to $25.7
million in 2000. The improvement is primarily a result of record volumes shipped
due to continued  strong economic  conditions in the Caribbean region and growth
in tourism,  and modest rate  improvements.  In 1999,  shipping operating income
decreased  $5.1 million from 1998,  due to pressure on rates,  higher  operating
expenses and a decline in charter  revenues.  These factors more than offset the
additional revenues generated from increased volumes shipped.

o Operating income from other energy ventures  increased $5.2 million in 2000 to
$6.5 million due to better results from Nicor's  technology,  wholesale  natural
gas marketing and retail energy services  businesses.  The $3.2 million increase
in 1999 from 1998 reflects lower branding  costs and  improvements  in operating
income from Nicor's wholesale natural gas marketing business.

Nonoperating  items.  Other  income for 2000 is $15.6  million,  down from $23.2
million a year ago, as a number of  improvements  in 2000 did not match  various
nonoperating  benefits in 1999.  Results for 2000 reflect the positive impact of
higher property sale gains and improved  results from both Nicor's retail energy
services joint venture and an investment in a cargo container  leasing business.
In 1999,  other  income  increased  $7.7  million  to $23.2  million  as several
positive factors,  including interest benefits on tax-related matters and a gain
on the sale of Nicor's  interest in an electronic  energy trading  system,  more
than  offset a decline in  property  sale gains and the  write-off  of  software
development costs. Nicor's retail energy services joint venture also contributed
to the improvement in 1999.

Interest  expense  rose 8 percent  in 2000 to $48.6  million  due  primarily  to
increased average  borrowings.  In 1999, interest expense of $45.1 million was 3
percent lower than 1998 due primarily to refinancing at lower interest rates and
reduced average borrowing levels.

The  lower-than-normal  effective income tax rate of 23.6 percent in 2000 is due
to the effect of the unusual charge by Nicor Gas related to its mercury  program
described  beginning  on page 37.  Excluding  the  mercury-related  charge,  the
combined effective income tax rate was 34.8 percent,  which is comparable to the
1999 and 1998 rates.

2001 Outlook.  Management  currently  estimates 2001 diluted earnings per common
share to be in the range of $3.00 to $3.15,  assuming a return to normal weather
and excluding any mercury-related adjustments.  Although management believes the
foregoing  forward-looking statement about its earnings expectations is based on
reasonable   assumptions,   actual  results  may  vary  materially  from  stated
expectations. Factors that could cause materially different results include, but
are not limited to, natural gas prices, interest rates, borrowing needs, weather
conditions, economic and market conditions,  legislative and regulatory actions,
asset  sales,  PBR plan  results,  and any  future  mercury-related  charges  or
credits.

RESULTS OF OPERATIONS

Details of various  financial and operating  information by segment can be found
in the tables throughout this review.  The following  discussion  summarizes the
major items impacting Nicor's results of operations.




Nicor Inc.                                                             Page 11

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations (continued)

Operating revenues. Operating revenues by business segment are presented below:

(millions)                                   2000       1999       1998
                                           ---------  ---------  ---------
Gas distribution                           $1,896.0   $1,326.2   $1,229.0
Shipping                                      248.3      229.9      224.5
Other energy ventures                         169.9       61.0       11.6
Corporate and eliminations                    (16.1)      (1.9)         -
                                           ---------  ---------  ---------
                                           $2,298.1   $1,615.2   $1,465.1
                                           =========  =========  =========

Nicor's  operating  revenues  rose sharply to almost $2.3  billion in 2000.  Gas
distribution revenues increased over 40 percent reflecting  significantly higher
natural gas prices and related  revenue  taxes,  which are both passed  directly
through to customers without markup;  increased deliveries resulting from colder
weather  and  customer  additions;  and  benefits  generated  from the PBR plan.
Shipping revenues rose by $18.4 million, or 8 percent, due to record volumes and
higher average rates. The increase in other energy ventures was due primarily to
revenues at Nicor's wholesale natural gas marketing business.

In 1999, Nicor's operating revenues increased slightly to more than $1.6 billion
from about $1.5 billion in 1998. Gas distribution revenues increased nearly $100
million due to higher  deliveries of natural gas and higher  natural gas prices.
Partially  offsetting  this increase was the impact of customers  switching from
sales to  transportation  service,  which  reduces  revenue but generally has no
impact on margin.  Shipping  revenues rose by more than $5 million as the impact
of higher  volumes  shipped  more than  offset a decline in charter  revenue and
lower average  rates.  Revenues  generated  from Nicor's  wholesale  natural gas
marketing  business  accounted  for the  increase in the other  energy  ventures
category.

Gas distribution margin. Gas distribution margin,  defined as operating revenues
less cost of gas and revenue taxes,  which are both passed  directly  through to
customers without markup,  increased $31.7 million in 2000 to $518.9 million and
$17.8 million in 1999 to $487.2  million.  Improvements  in 2000 reflect results
from the PBR plan,  the  impact of colder  weather  compared  to 1999,  customer
additions, and increased income from power-generation  services.  Colder weather
was the largest factor contributing to increased margin during 1999.

Operating and maintenance. In 2000, operating and maintenance expenses increased
$30.9 million to $386.9 million due largely to higher volume-related expenses in
the shipping segment. A larger provision for uncollectible  accounts and weather
insurance  premiums in the gas  distribution  segment  also  contributed  to the
increase.  The $18 million  increase  in 1999 to $356  million was due to higher
volume-related  costs  in the  shipping  segment  and  higher  costs  in the gas
distribution  segment  caused,  in part,  by  increased  information  technology
spending.  In the gas distribution  segment,  operating and maintenance expenses
were partially offset by net pension credits of $19.9 million, $13.3 million and
$14.7  million in 2000,  1999 and 1998,  respectively.  The increase in the 2000
credit resulted principally from favorable pension fund investment returns.

Other  operating  expense.  Other operating  expense in 2000 reflects  estimated
costs  associated  with the company's  mercury  inspection  and repair  program.
Additional information about this program is presented under the heading Mercury
program beginning on page 37.




Nicor Inc.                                                             Page 12

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations (continued)

FINANCIAL CONDITION AND LIQUIDITY

The company  believes it has access to adequate  resources to meet its needs for
capital expenditures,  debt redemptions,  dividend payments and working capital.
These  resources  include  net cash flow from  operating  activities,  access to
capital markets, lines of credit and short-term investments.

Operating  cash flows.  Net cash flow provided  from  operating  activities  was
$230.2  million,  $205.7  million  and $368.4  million  in 2000,  1999 and 1998,
respectively.  Typically,  year-to-year  changes in  operating  cash flow result
largely from  fluctuations in working capital items occurring  mainly in the gas
distribution segment because of factors including weather, the price of gas, the
timing of collections from customers and gas purchasing  practices.  The company
generally  relies on short-term  financing to meet such  temporary  increases in
working capital needs.

Capital  expenditures.  Capital  expenditures by business  segment are presented
below:

                                Estimated
(millions)                        2001       2000       1999       1998
                                ---------- ---------- ---------- ----------
Gas distribution                $    140   $  124.6   $  127.4   $  112.6
Shipping                              35       33.8       26.0       23.3
Other energy ventures                  -          -         .6         .3
                                ---------- ---------- ---------- ----------
                                $    175   $  158.4   $  154.0   $  136.2
                                ========== ========== ========== ==========

Gas distribution  capital expenditures were higher in 2000 and 1999 than in 1998
due primarily to enhancements to the company's  operating system.  The estimated
increase  in  capital  expenditures  for 2001 is related  mostly to  information
technology projects and improvements to the company's operating system.

Shipping  segment  capital  expenditures  increased in 2000 due, in part, to the
construction of a new warehouse which was completed in 2000 and the construction
of two vessels  expected to be completed in 2001 and 2002. In 1999, the increase
in expenditures was related,  in part, to costs associated with the construction
of the warehouse. In both periods,  expenditures for information technology also
contributed  to the  increase.  Higher  expenditures  are  expected  in 2001 due
primarily  to  additional  vessel  progress  payments  and  the  replacement  of
freight-handling equipment.

Other  investments.  Nicor invested $10 million,  $12 million and $15 million in
2000, 1999 and 1998,  respectively,  in a cargo container  leasing  business and
will likely make a similar  investment  in 2001.  The company  also  invested $2
million,  $2 million  and $8 million in 2000,  1999 and 1998,  respectively,  in
affordable housing tax credit funds.

Financing activities.  Nicor Gas has the highest long-term debt ratings given in
the gas  distribution  industry.  Interest  coverage  for  2000  was  negatively
affected by the unusual mercury-related charge.

                                               2000      1999      1998
                                             --------  --------  ---------
Long-term debt, net of current maturities,
    as a percent of capitalization             32.7%     35.5%     42.1%

Times interest earned, before income taxes      2.2       5.2       4.8


Nicor Inc.                                                             Page 13

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations (continued)

Long-term  debt.  At  December  31,  2000,  Nicor Gas had $250  million of First
Mortgage  Bonds  remaining  available  for issuance  under a December 1998 shelf
registration  filing. Net proceeds from securities issued are typically used for
refinancing certain outstanding First Mortgage Bonds,  construction  programs to
the extent not provided by internally  generated  funds,  and general  corporate
purposes.

In February  2001,  Nicor Gas issued $75 million of First  Mortgage Bonds due in
2011 at 6.625%.  A portion of the net  proceeds  replaced  $50 million of 5.875%
First  Mortgage  Bonds  due May 1,  2000  that had been  temporarily  refinanced
through the  issuance of  unsecured  notes.  The  remainder  of the net proceeds
replenished a portion of corporate  funds used  previously to redeem $50 million
of 8.25% First Mortgage Bonds due in 2024.

In January 2000, Nicor Gas issued $50 million of adjustable-rate unsecured notes
due in 2001 at an initial rate of 6.11% to fund the redemption of $50 million of
unsecured notes at 5.065% due in 2000.

During 1999,  Nicor Gas issued $50 million of First  Mortgage Bonds at 5.37% due
in 2009 and $50 million of unsecured notes at 5.065% due in 2000. Redemptions of
First Mortgage  Bonds during 1999 were as follows:  $50 million at 5.875% due in
2000, $50 million at 7.375% due in 2023 and $50 million at 8.25% due in 2024.

In 1998, Nicor Gas issued First Mortgage Bonds as follows:  $50 million at 5.75%
due in 2003 and $50 million at 6.58% due in 2028.  Redemptions of First Mortgage
Bonds  during  1998 were as  follows:  $25  million at 5.875%  due in 1998,  $25
million at 6.25% due in 1999 and $75 million at 8.25% due in 2022.

Short-term  debt.  Nicor  and  Nicor  Gas  maintain  short-term  line of  credit
agreements  with major domestic and foreign banks.  At December 31, 2000,  these
agreements,  which serve as backup for the issuance of commercial paper, totaled
$532.5  million.  Nicor had $442 million and $342.5 million of commercial  paper
outstanding at year-end 2000 and 1999, respectively.

Common stock. In the third quarter of 2000, Nicor completed a $50 million common
stock repurchase  program initiated in June 1999 and announced a new $50 million
common stock repurchase  program.  Purchases are being made as market conditions
permit through open market transactions and to the extent cash flow is available
after other cash needs or investment  opportunities.  The company  purchased and
retired 1.4 million,  .6 million and .7 million common shares in 2000,  1999 and
1998,  respectively,  at a cost of $50 million,  $23 million and $28 million. At
December 31, 2000,  approximately  $31.5  million  remained  authorized  for the
repurchase of common stock under the existing  program.  Since January 1990, the
company has repurchased almost one quarter of its outstanding stock.

Nicor  increased  its  quarterly  common stock  dividend rate during 2000 by 6.4
percent,  which was the thirteenth  consecutive year of an increase. The company
paid  dividends  on its common  stock of $75.7  million,  $72.9  million and $70
million in 2000, 1999 and 1998, respectively.

Other.  Restrictions imposed by regulatory agencies and loan agreements limiting
the amount of  subsidiary  net assets that can be  transferred  to Nicor are not
expected  to have a material  impact on the  company's  ability to meet its cash
obligations.




Nicor Inc.                                                             Page 14

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations (continued)


FACTORS AFFECTING BUSINESS PERFORMANCE

The following  factors can impact  year-to-year  comparisons  and may affect the
future performance of Nicor's businesses.

Gas  distribution.  Nicor Gas, a  regulated  natural gas  distribution  utility,
serves nearly 2 million  customers in a service  territory that encompasses most
of the northern third of Illinois,  excluding the city of Chicago.  The region's
economy is diverse and has grown  steadily over the years,  providing  Nicor Gas
with a well-balanced mix of residential, commercial and industrial customers. In
2000, residential, commercial and industrial customers accounted for 43 percent,
25 percent and 32 percent of natural gas deliveries, respectively.

Weather.  Since about  one-half of gas  deliveries  are used for space  heating,
fluctuations in weather have the potential to significantly  impact year-to-year
comparisons  of  operating  income  and cash  flow.  Nicor Gas  entered  into an
agreement with a third party designed to protect the company's 2001 earnings and
cash flow if weather is warmer than 5,700  degree days,  approximately  the same
level as  actual  degree  days in 2000.  To  partially  offset  the cost of this
earnings protection, Nicor Gas has also agreed to pay the third party if weather
for 2001 is colder than 6,100 degree  days,  which is  approximately  normal for
Nicor  Gas'  service  territory.  As a result,  this  weather  hedge  limits the
earnings impact of large variations in weather.  Nicor estimates that, excluding
weather protection,  every 100-degree-day  variation in weather has an impact on
earnings per share of approximately 2-1/2 cents.

Demand and natural gas prices. In addition to the impact of weather, significant
changes in economic  conditions  or natural gas prices can impact  customer  gas
usage.  However,  Nicor Gas' large  residential  customer base provides relative
stability  during weak economic  periods.  Also,  the  industrial and commercial
customer base is well  diversified,  lessening  the impact of  industry-specific
economic swings.  Nicor Gas' growth in deliveries has traditionally  come from a
combination of customer additions and increased usage among existing  commercial
and industrial  customers.  Deliveries to power-generation  facilities have also
contributed  to  growth.  While  the  company  anticipates  continued  growth in
deliveries  attributable  to these  factors,  a partial  offset is  expected  as
customers install more energy-efficient equipment.

Natural gas prices increased  significantly during 2000. Changes in the price of
natural  gas have no direct  impact  on Nicor  Gas'  margin  since gas costs are
passed  directly  through  to  customers  without  markup  under  the  company's
Purchased Gas Adjustment (PGA).  However, the unprecedented level of current gas
prices will likely have an adverse  effect on accounts  receivable  collections,
customer  demand,  company  gas usage  expenses,  financing  costs and  customer
service  expenses.  In  January  2001,  Nicor Gas  announced  its  intention  to
institute a 12-month  budget plan to allow  customers the  opportunity to manage
the effects of high winter bills.  The new plan,  which has been approved,  will
create a temporary lag in collections from participating customers, but provides
for recovery of carrying costs.

Performance-based rate plan. Nicor Gas' PBR plan for natural gas costs went into
effect in 2000.  Under the PBR  plan,  Nicor  Gas'  total gas  supply  costs are
compared to a benchmark tied to a market index.  Savings and losses  relative to
the  benchmark  are shared  equally with  customers.  Assuming a benchmark of $1
billion,  each one-percent  deviation from the benchmark would affect net income
by about $3


Nicor Inc.                                                             Page 15

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations (continued)


million.  After  2001 the ICC is  required  to review  the plan.  Transportation
customers,  who are  responsible  for their own gas supplies,  are generally not
affected by the PBR plan.

Generally,  higher  natural gas prices would not  significantly  affect PBR plan
risk  since  the  PBR  benchmark  is  tied  to  market  prices.   However,   the
unprecedented  high natural gas prices  experienced  at the end of 2000 and into
2001,  combined with demand  variability,  may impact PBR plan results since any
performance  variance  from  the  benchmark  may  be  significantly  greater  in
magnitude.  The  company  does have  strategies  in place to manage  these  risk
factors. In addition, PBR plan results are shared equally with customers.

Competition.  Nicor Gas  competes  with  other  energy  suppliers  based on such
factors as price,  service and  reliability.  The company is well  positioned to
deal with the  possibility of fuel  switching by customers  because it has rates
and services  designed to compete against  alternative  fuels. In addition,  the
company has a rate which allows negotiation with potential bypass customers, and
no customer has bypassed since the rate became effective in 1987. Nicor Gas also
offers commercial and industrial customers flexibility and alternatives in rates
and service, increasing its ability to compete in these markets.

Storage  and  supply.  Direct  connection  to  seven  interstate  pipelines  and
extensive   underground   storage   capacity   provide   the   company  and  its
transportation  customers  with  flexibility  and  alternatives  for gas  supply
procurement  and storage  services.  In addition,  in an effort to ensure supply
reliability,  the company purchases gas from several different producing regions
under varied contract terms.

Unbundling. The company's voluntary pilot program, Customer Select(R),  offers a
choice of natural gas suppliers to all commercial  and industrial  customers and
more than 270,000  residential  customers in 16  communities.  In the  program's
first  three  years,  about 37 percent of  eligible  business  customers  and 22
percent  of  eligible  residential  customers  signed  up. The choice of another
natural gas  commodity  supplier  has no direct  impact on Nicor Gas'  operating
income  because  natural  gas costs are passed  directly  through  to  customers
without  markup under the PGA.  Nicor Gas  continues to deliver the natural gas,
maintain its distribution system and respond to emergencies.

Nicor Gas received  approval in November  2000 to continue the current  Customer
Select pilot program for another year. The company's August 2000 filing with the
ICC to  permanently  expand the  Customer  Select  program to include all of its
customers is currently in the public  hearing  process,  which may take up to 11
months.

Nontraditional  activities.  In order to generate  additional  contributions  to
earnings   growth,   Nicor  Gas  continues  to  pursue  several   nontraditional
activities,   including   the  Chicago   Hub,   which   provides   interruptible
transportation  and storage service to interstate natural gas pipeline shippers.
The Chicago  area has become a major  market hub for natural gas, and demand for
storage- and transmission-related  services by marketers, other gas distribution
companies  and  electric  power-generation  facilities  is  expected to increase
significantly.

Nicor  Gas  is  also   developing   the  property   surrounding   its  corporate
headquarters,  and the company  continues to assess its other  nonstrategic real
estate holdings.  The gas distribution  property development project is expected
to continue for a number of years.


Nicor Inc.                                                             Page 16


Item 7.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations (continued)

Gas Distribution Statistics
                                                 2000        1999       1998
                                               ---------   ---------  ---------
Operating revenues (millions)
   Sales
     Residential                              $ 1,353.9     $ 899.8    $ 813.6
     Commercial                                   236.0       172.3      189.4
     Industrial                                    37.0        24.5       27.5
                                               ---------   ---------  ---------
                                                1,626.9     1,096.6    1,030.5
                                               ---------   ---------  ---------
   Transportation
     Residential                                    6.7         1.7          -
     Commercial                                    78.9        70.3       57.2
     Industrial                                    47.5        43.7       39.2
     Other                                          6.2         4.2        1.6
                                               ---------   ---------  ---------
                                                  139.3       119.9       98.0
                                               ---------   ---------  ---------
   Other revenues
     Revenue taxes                                101.7        84.6       79.8
     Performance-based rate plan                   12.2           -          -
     Chicago Hub                                    6.3         6.0        4.1
     Other                                          9.6        19.1       16.6
                                               ---------   ---------  ---------
   Revenue taxes and other                        129.8       109.7      100.5
                                               ---------   ---------  ---------
                                               $ 1,896.0   $ 1,326.2  $ 1,229.0
                                               =========   =========  =========

Deliveries (Bcf)
   Sales
     Residential                                  219.0       209.0      192.4
     Commercial                                    38.4        39.8       44.3
     Industrial                                     6.2         6.1        7.1
                                               ---------   ---------  ---------
                                                  263.6       254.9      243.8
                                               ---------   ---------  ---------
   Transportation
     Residential                                    4.4          .9          -
     Commercial                                    94.0        82.1       67.5
     Industrial                                   163.9       170.2      175.7
                                               ---------   ---------  ---------
                                                  262.3       253.2      243.2
                                               ---------   ---------  ---------
                                                  525.9       508.1      487.0
                                               =========   =========  =========

Year-end customers (thousands)
   Sales
     Residential                                1,746.3     1,753.0    1,737.6
     Commercial                                    98.9       108.9      127.9
     Industrial                                     6.6         7.4        9.1
                                               ---------   ---------  ---------
                                                1,851.8     1,869.3    1,874.6
                                               ---------   ---------  ---------
   Transportation
     Residential                                   52.8        16.2          -
     Commercial                                    68.7        57.2       35.9
     Industrial                                     7.4         6.6        5.0
                                               ---------   ---------  ---------
                                                  128.9        80.0       40.9
                                               ---------   ---------  ---------
                                                1,980.7     1,949.3    1,915.5
                                               =========   =========  =========

Other statistics
   Degree days (normal 6,116)                     5,717       5,272      4,834
   Colder (warmer) than normal                       (7)%       (14)%      (21)%
   Average gas cost per Mcf sold                 $ 4.80      $ 2.93     $ 2.76






Nicor Inc.                                                             Page 17

Item 7.  Management's  Discussion  and Analysis of
         Financial Condition and Results of  Operations (continued)


Regulation.  Nicor Gas is regulated by the ICC, which  establishes the rules and
regulations  governing  utility  rates  and  services  in  Illinois.  Rates  are
generally  designed  to allow the  company to recover  its costs and  provide an
opportunity to earn a fair return for its investors.  Significant changes in the
regulatory environment could affect the longer-term performance of Nicor Gas.

Shipping.  Tropical Shipping is one of the largest  containerized cargo carriers
in the  Caribbean,  a region  characterized  by modest market growth and intense
competition.  Tropical Shipping has a reputation for providing quality,  on-time
delivery  service  -- a  reputation  that has  helped the  company  establish  a
dominant  position  in many of the  markets  it serves.  The  company is the top
carrier of U.S. exports from the East Coast to the Caribbean.

The company's  shipments  consist primarily of southbound cargo such as building
materials,  food  and  other  necessities  for  developers,   manufacturers  and
residents in the Caribbean,  as well as  tourist-related  shipments intended for
use in hotels  and  resorts,  and on  cruise  ships.  The  balance  of  Tropical
Shipping's cargo consists of northbound  shipments of agricultural  products and
apparel, and interisland shipments.

Tropical Shipping's  financial results can be significantly  affected by general
economic conditions in the United States and the Caribbean. Economic development
is expected to be supported by the 1999 Caribbean Basin Trade  Partnership  Act,
which is intended to give Caribbean  markets parity with those markets operating
under the North American Free Trade Agreement  (NAFTA) in terms of manufacturing
and trade incentives.

The Caribbean  marketplace is very  competitive  with global  carriers  recently
establishing  a presence  in several  markets  that  Tropical  Shipping  serves.
Additionally, the Ocean Shipping Reform Act, which allows confidential contracts
between  shipping  companies  and their  customers,  created the  potential  for
further  price  competition  when it went  into  effect  during  1999.  Tropical
Shipping is continuing to meet these challenges by focusing on superior customer
service, controlling costs, and maximizing the efficiency and utilization of its
vessel  fleet  and  shore  assets.  In  1999,   Tropical  Shipping  ordered  the
construction of two vessels to replace chartered capacity and to support growth.
The  vessels  are  expected to be  delivered  in late 2001 and early  2002.  The
company  also  replaced its Miami  warehouse  during 2000 with a larger and more
flexible facility.

Shipping Statistics
                                               2000       1999       1998
                                             ---------- ---------- ----------
TEUs shipped (thousands)
    Southbound                                  136.6      126.5      119.4
    Northbound                                   17.9       17.6       16.1
    Interisland                                   6.9        8.3        8.7
                                             ---------- ---------- ----------
                                                161.4      152.4      144.2
                                             ========== ========== ==========

Other statistics
    Revenue per TEU                          $  1,523   $  1,508   $  1,526
    Ports served                                   22         23         23
    Vessels operated                               16         17         17



<PAGE>



Nicor Inc.                                                             Page 18

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations (continued)


Other energy ventures.  Nicor is involved in several unregulated energy ventures
that leverage the company's reputation,  location, assets and expertise into new
income-producing  opportunities.  These  ventures  include Nicor  Energy,  Nicor
Enerchange,   Nicor  Services,   Horizon   Pipeline  and  other   energy-related
opportunities.

Nicor  Energy.  Nicor Energy is a 50/50 joint  venture with Dynegy Inc. that was
formed in 1997 to offer natural gas,  electricity  and related  energy  services
primarily to retail  customers in the Midwest  region.  Unlike Nicor Gas,  Nicor
Energy  may profit  from the sale of natural  gas as a  commodity.  The  company
currently serves close to 100,000 natural gas customers and approximately  3,000
electric  customers,  primarily in Illinois.  The company is also  expanding its
presence in other midwestern states as deregulation progresses.

After  four  years of  operations,  Nicor  Energy  was  modestly  profitable  in
generating pretax nonoperating income for Nicor of $1.4 million in 2000 compared
with a loss of $.4 million in 1999. Factors expected to contribute to its future
success are an increased  customer  base  resulting  in economies of scale,  the
quality and experience of its management team, an efficient  back-room operation
and relatively low customer-acquisition costs.

Nicor  Enerchange.  Nicor  Enerchange  is an  unregulated  natural gas marketing
company  formed in 1998 to engage in wholesale  marketing and trading of natural
gas supply  services in the  Midwest.  Nicor  Enerchange  also  administers  the
Chicago Hub for a fee. The company focuses on niche  opportunities that allow it
to  leverage  its unique  knowledge  of natural  gas  movement in and around the
Midwest.  Nicor  Enerchange  contributed $3 million of operating income in 2000,
compared with $2 million in 1999.

Nicor Services. Nicor Services offers maintenance and repair contracts on inside
gas piping and on residential and business space heating,  water heating and air
conditioning  equipment.  Nicor  Services  contributed  $1 million in  operating
income in 2000, compared with $50,000 in 1999.

Horizon  Pipeline.  Horizon  Pipeline is a 50/50 joint venture between Nicor and
Natural Gas Pipeline  Company of America,  a subsidiary of Kinder  Morgan,  Inc.
Excellent  progress was made in 2000 to obtain approval to construct and operate
a 74-mile, 36-inch pipeline from Joliet, Illinois to near the Wisconsin/Illinois
border.  The project has received Federal  Regulatory  Energy  Commission (FERC)
support. Final certification is awaiting an environmental review and is expected
to be  received in the spring of 2001.  The  pipeline  capacity is nearly  fully
subscribed  under  10-year  agreements,  with  Nicor Gas having  contracted  for
approximately  80 percent  of the 380 MMcf per day  initial  capacity.  Assuming
timely FERC approval,  construction on the $80 million  pipeline should begin in
the summer of 2001 with completion expected in 2002.

Other.  Nicor  has a  number  of  other  energy-related  businesses  engaged  in
activities  such as  pipeline  design  and  construction,  corrosion  protection
services and energy system design and construction.  Nicor also is participating
in the  development  of the market for natural  gas  vehicles.  Combined,  these
services and activities contributed $2.5 million of operating income to Nicor in
2000 compared with a loss of $.7 million in 1999.



Nicor Inc.                                                             Page 19

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations (continued)

Market risk.  The company is exposed to market risk in the normal  course of its
business operations,  including the risk of loss arising from adverse changes in
natural gas commodity prices and interest rates.

Commodity  price risk.  The  company has  established  policies  and  procedures
governing  the  management  of commodity  price risks and the use of  derivative
commodity  instruments  to hedge its exposure to such risks.  A risk  management
committee exists to oversee compliance with such policies and procedures.

Nicor's  regulated  utility,  Nicor Gas, is generally not exposed to market risk
caused by changes in  commodity  prices.  This is due to current  Illinois  rate
regulation allowing the recovery of all natural gas supply costs from customers.
Although  the company  has a PBR plan for  natural gas costs,  the plan does not
directly expose the company to commodity price risk because actual gas costs are
compared to a market-sensitive benchmark as opposed to a fixed benchmark.

Nicor's unregulated energy businesses are subject to natural gas commodity price
risk,  arising  primarily  from  fixed-price  purchase and sale  agreements  and
natural  gas  inventories.  Derivative  commodity  instruments  such as futures,
options,  forwards and swaps may be used to hedge this risk.  Open positions are
restricted by policy to an immaterial  amount. To manage credit risk inherent in
the company's  commodity price risk management  programs,  the company contracts
with   creditworthy   counterparties   and  limits  its   exposure  to  any  one
counterparty.

Interest  rate  risk.  Nicor is also  exposed  to  changes  in  interest  rates,
primarily as a result of its short- and long-term  debt. The company manages its
interest rate risk by issuing long-term fixed-rate debt with varying maturities,
refinancing  certain  debt  and  periodically   hedging  the  interest  rate  on
anticipated borrowings. For further information about debt securities,  interest
rates and fair values, see the Consolidated Statements of Capitalization on page
26, the Fair Value of Financial  Instruments  footnote on page 29 and the Short-
and Long-Term Debt footnote on page 31.

Discontinued  operations.  The company  maintains a reserve for estimated  costs
related to  discontinued  contract  drilling,  oil and gas  exploration,  inland
barging and extractive operations.  The reserve will continue to be evaluated as
remaining medical benefit, tax and other contingencies are resolved.

New accounting  pronouncement.  In June 1998, the Financial Accounting Standards
Board issued  Statement  No. 133,  Accounting  for  Derivative  Instruments  and
Hedging  Activities.  Nicor adopted this  statement,  as amended,  on January 1,
2001.  The initial  application  of the statement had no impact on the company's
results of operations  and no material  impact on its financial  condition.  For
further information, see Derivative Instruments beginning on page 28.

Mercury  program.  Future  operating  results may be impacted by  adjustments to
estimated mercury program costs or recoveries, and any such adjustments could be
material.  Additional  information  about this  program is  presented  under the
heading  Mercury Program  beginning on page 37, which is incorporated  herein by
reference.  One of the lawsuits referred to therein involves five previous class
actions that have been consolidated before a single judge. On March 7, 2001, the
Circuit  Court  of  Cook  County   entered  an  order   dismissing  the  pending
consolidated class action complaint without prejudice and allowing plaintiffs to
file an amended consolidated class action complaint.


Nicor Inc.                                                             Page 20

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations (concluded)


Other  contingencies.  The  company  is  involved  in  legal  or  administrative
proceedings  before various courts and agencies with respect to rates, taxes and
other   matters.   In  addition,   the  company  is   conducting   environmental
investigations and remedial  activities at former  manufactured gas plant sites.
Although  unable to  determine  the outcome of these  contingencies,  management
believes that  appropriate  accruals have been  recorded.  Final  disposition of
these  matters  is not  expected  to have a  material  impact  on the  company's
financial condition or results of operations. For further information, see Other
beginning on page 38, which is incorporated herein by reference.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

For  disclosures  about market risk, see Market Risk beginning on page 19, which
is incorporated herein by reference.


<PAGE>


Nicor Inc.                                                             Page 21

Item 8.     Financial Statements and Supplementary Data


                                                                           Page

Report of Independent Public Accountants................................... 22

Financial Statements:

   Consolidated Statements of Operations................................... 23

   Consolidated Statements of Cash Flows................................... 24

   Consolidated Balance Sheets............................................. 25

   Consolidated Statements of Capitalization............................... 26

   Consolidated Statements of Common Equity................................ 27

   Notes to the Consolidated Financial Statements.......................... 28

<PAGE>




Nicor Inc.                                                             Page 22

Report of Independent Public Accountants


To the Shareholders and Board of Directors of Nicor Inc.:

We have audited the accompanying  consolidated  balance sheets and statements of
capitalization of Nicor Inc. (an Illinois  corporation) and subsidiary companies
as of December 31, 2000 and 1999,  and the related  consolidated  statements  of
operations,  common  equity  and cash  flows for each of the three  years in the
period ended  December 31, 2000.  These  financial  statements  and the schedule
referred  to below  are the  responsibility  of the  company's  management.  Our
responsibility  is to express an opinion on these  financial  statements and the
schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Nicor Inc.  and  subsidiary
companies  as of December 31, 2000 and 1999,  and the results of its  operations
and its cash flows for each of the three years in the period ended  December 31,
2000, in conformity with accounting  principles generally accepted in the United
States.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements taken as a whole. The financial statement schedule on page
41 is  presented  for  purposes of complying  with the  Securities  and Exchange
Commission's  rules  and is not part of the  basic  financial  statements.  This
schedule has been subjected to the auditing  procedures applied in the audits of
the  basic  financial  statements  and,  in our  opinion,  fairly  states in all
material  respects  the  financial  data  required  to be set forth  therein  in
relation to the basic financial statements taken as a whole.




ARTHUR ANDERSEN LLP
Chicago, Illinois
January 22, 2001


Nicor Inc.                                                             Page 23


Consolidated Statements of Operations
(millions, except per share data)


                                                   Year ended December 31
                                               --------------------------------
                                                 2000        1999       1998
                                               ---------   ---------  ---------

Operating revenues                             $ 2,298.1   $ 1,615.2  $ 1,465.1
                                               ---------   ---------  ---------

Operating expenses
   Cost of gas                                   1,403.8       802.3      682.7
   Operating and maintenance                       386.9       356.0      338.0
   Depreciation                                    144.3       140.3      136.5
   Taxes, other than income taxes                  121.0       104.6       99.3
   Other                                           148.0           -          -
                                               ---------   ---------  ---------
                                                 2,204.0     1,403.2    1,256.5
                                               ---------   ---------  ---------

Operating income                                    94.1       212.0      208.6

Other income (expense), net                         15.6        23.2       15.5
                                               ---------   ---------  ---------

Income before interest on debt and income taxes    109.7       235.2      224.1

Interest expense, net of amounts capitalized        48.6        45.1       46.6
                                               ---------   ---------  ---------

Income before income taxes                          61.1       190.1      177.5

Income taxes                                        14.4        65.7       61.1
                                               ---------   ---------  ---------

Net income                                          46.7       124.4      116.4

Dividends on preferred stock                          .3          .3         .3
                                               ---------   ---------  ---------

Earnings applicable to common stock               $ 46.4     $ 124.1    $ 116.1
                                               =========   =========  =========

Average shares of common stock outstanding
   Basic                                            46.2        47.3       47.9
   Diluted                                          46.3        47.4       48.1

Earnings per average share of common stock
   Basic                                          $ 1.01      $ 2.63     $ 2.43
   Diluted                                          1.00        2.62       2.42


The accompanying notes are an integral part of these statements.










Nicor Inc.                                                             Page 24


Consolidated Statements of Cash Flows
(millions)


                                                   Year ended December 31
                                               --------------------------------
                                                 2000        1999       1998
                                               ---------   ---------  ---------
Operating activities
   Net income                                    $ 46.7     $ 124.4    $ 116.4
   Adjustments to reconcile
     net income to net cash flow provided
     from operating activities:
       Depreciation                               144.3       140.3      136.5
       Deferred income tax expense (benefit)      (15.6)       14.4       18.6
       Changes in assets and liabilities:
         Receivables, less allowances            (300.2)      (95.8)      90.6
         Gas in storage                             (.8)       74.5       22.3
         Deferred/accrued gas costs               (33.3)      (45.8)       4.8
         Accounts payable                         324.2        12.1       28.4
         Postretirement benefits                  (26.6)      (16.5)     (19.2)
         Accrued mercury-related costs             78.0           -          -
         Other                                     13.5        (1.9)     (30.0)
                                               ---------   ---------  ---------
   Net cash flow provided from
      operating activities                        230.2       205.7      368.4
                                               ---------   ---------  ---------

Investing activities
   Capital expenditures                          (158.4)     (154.0)    (136.2)
   Short-term investments                         (13.3)       26.1      (35.6)
   Other                                            5.4        (7.4)     (19.9)
                                               ---------   ---------  ---------
   Net cash flow used for
      investing activities                       (166.3)     (135.3)    (191.7)
                                               ---------   ---------  ---------

Financing activities
   Net proceeds from issuing long-term debt        49.9       101.5      107.3
   Disbursements to retire long-term debt         (72.5)     (156.9)    (129.9)
   Short-term borrowings (repayments), net         97.8       109.7      (44.4)
   Dividends paid                                 (75.9)      (73.2)     (70.3)
   Disbursements to reacquire stock               (51.9)      (23.1)     (33.4)
   Other                                            2.0         1.1        1.8
                                               ---------   ---------  ---------
   Net cash flow used for financing activities    (50.6)      (40.9)    (168.9)
                                               ---------   ---------  ---------

Net increase in cash and cash equivalents          13.3        29.5        7.8

Cash and cash equivalents, beginning of year       42.5        13.0        5.2
                                               ---------   ---------  ---------

Cash and cash equivalents, end of year           $ 55.8      $ 42.5     $ 13.0
                                               =========   =========  =========

Supplemental information
   Income taxes paid, net of refunds             $ 30.6      $ 46.2     $ 42.9
   Interest paid, net of amounts capitalized       50.6        45.5       49.1


The accompanying notes are an integral part of these statements.


Nicor Inc.                                                             Page 25


Consolidated Balance Sheets
(millions)

                                                             December 31
                                                       ------------------------
                                                          2000         1999
                                                       -----------   ----------
                        Assets

Current assets
   Cash and cash equivalents                               $ 55.8       $ 42.5
   Short-term investments, at
     cost which approximates market                          43.0         29.7
   Receivables, less allowances of
     $14.5 and $7.1, respectively                           660.0        359.8
   Gas in storage                                            31.8         31.0
   Deferred gas costs                                        49.2         15.9
   Deferred income taxes                                     57.6         10.1
   Other                                                     17.2         19.0
                                                       -----------   ----------
                                                            914.6        508.0
                                                       -----------   ----------

Property, plant and equipment, at cost
   Gas distribution                                       3,292.8      3,200.3
   Shipping                                                 281.8        280.8
   Other                                                      2.0          2.0
                                                       -----------   ----------
                                                          3,576.6      3,483.1
   Less accumulated depreciation                          1,847.0      1,747.9
                                                       -----------   ----------
                                                          1,729.6      1,735.2
                                                       -----------   ----------

Other assets                                                241.2        208.6
                                                       -----------   ----------

                                                        $ 2,885.4    $ 2,451.8
                                                       ===========   ==========

            Liabilities and Capitalization

Current liabilities
   Long-term obligations due within one year              $ 125.0       $ 74.2
   Short-term borrowings                                    442.0        344.2
   Accounts payable                                         606.6        282.4
   Accrued mercury-related costs                             78.0            -
   Other                                                     59.9         44.9
                                                       -----------   ----------
                                                          1,311.5        745.7
                                                       -----------   ----------

Deferred credits and other liabilities
   Deferred income taxes                                    296.6        266.6
   Regulatory income tax liability                           70.4         74.8
   Unamortized investment tax credits                        41.1         42.7
   Other                                                    104.6         91.9
                                                       -----------   ----------
                                                            512.7        476.0
                                                       -----------   ----------

Capitalization
   Long-term debt                                           347.1        436.1
   Preferred stock                                            6.3          6.3
   Common equity                                            707.8        787.7
                                                       -----------   ----------
                                                          1,061.2      1,230.1
                                                       -----------   ----------

                                                        $ 2,885.4    $ 2,451.8
                                                       ===========   ==========


The accompanying notes are an integral part of these statements.



Nicor Inc.                                                            Page 26


Consolidated Statements of Capitalization
(millions, except share data)


                                                       December 31
                                          -------------------------------------
                                                 2000               1999
                                          ------------------  -----------------

First Mortgage Bonds
   Maturity  Interest rate
   --------  ---------
     2001     6.45 %                        $ 75.0             $ 75.0
     2002     6.75                            50.0               50.0
     2003     5.75                            50.0               50.0
     2009     5.37                            50.0               50.0
     2021     8.875                           50.0               50.0
     2025     7.26                            50.0               50.0
     2027     7.375                           50.0               50.0
     2028     6.58                            50.0               50.0
                                          ---------           --------
                                             425.0              425.0
Less:  Amount due within one year             75.0                  -
       Unamortized debt discount,
          net of premium                       2.9                3.3
                                          ---------           --------
                                             347.1   32.7 %     421.7   34.3 %
                                          ---------           --------

Other long-term debt
   Notes payable due 2001,
     at variable interest rate                50.0                  -
   Notes payable due 2000, 5.065%                -               50.0
   Notes payable due 2000, 6.83%                 -               22.5
   Other                                         -               16.1
                                          ---------           --------
                                              50.0               88.6
   Less:  Amount due within one year          50.0               74.2
                                          ---------           --------
                                                 -      -        14.4    1.2
                                          ---------           --------

Preferred and preference stock
   Cumulative, $50 par value, 1,600,000
     preferred shares authorized; and
     cumulative, without par value,
     20,000,000 preference shares
     authorized
       Redeemable preferred stock, 4.48%
         and 5.00% series, 125,223 shares
         outstanding                           6.3     .6         6.3     .5
                                          ---------           --------

Common equity
   Common stock, $2.50 par value,
     160,000,000 shares authorized
     (4,767,796 and 4,822,428 shares
     reserved for conversion and other
     purposes, and 45,491,458 and
     46,890,301 outstanding, respectively)   113.7              117.2

   Retained earnings                         594.1              670.5
                                          ---------           --------
                                             707.8   66.7       787.7   64.0
                                          ---------  ----     --------  ----
                                          $1,061.2  100.0 %  $1,230.1  100.0%
                                          ========= ======   ========= ======


The accompanying notes are an integral part of these statements.


Nicor Inc.                                                             Page 27


Consolidated Statements of Common Equity
(millions, except per share data)


                                                   Year ended December 31
                                               --------------------------------
                                                 2000        1999       1998
                                               ---------   ---------  ---------
Common stock
   Balance at beginning of year                 $ 117.2     $ 118.8    $ 120.5
   Issued and converted stock                        .2          .1         .3
   Reacquired and cancelled stock                  (3.7)       (1.7)      (2.0)
                                               ---------   ---------  ---------
   Balance at end of year                         113.7       117.2      118.8
                                               ---------   ---------  ---------

Paid-in capital
   Balance at beginning of year                       -           -          -
   Issued and converted stock                       1.8         1.2        3.0
   Reacquired and cancelled stock                  (1.8)       (1.2)      (3.0)
                                               ---------   ---------  ---------
   Balance at end of year                             -           -          -
                                               ---------   ---------  ---------

Retained earnings
   Balance at beginning of year                   670.5       640.2      623.5
   Net income                                      46.7       124.4      116.4
   Dividends on common stock ($1.66, $1.56
     and $1.48 per share, respectively)           (76.4)      (73.6)     (70.6)
   Dividends on preferred stock                     (.3)        (.3)       (.3)
   Reacquired and cancelled stock                 (46.4)      (20.2)     (28.8)
                                               ---------   ---------  ---------
   Balance at end of year                         594.1       670.5      640.2
                                               ---------   ---------  ---------
                                                $ 707.8     $ 787.7    $ 759.0
                                               =========   =========  =========


The accompanying notes are an integral part of these statements.



<PAGE>


Nicor Inc.                                                             Page 28

Notes to the Consolidated Financial Statements

ACCOUNTING POLICIES

Consolidation.  The consolidated  financial  statements  include the accounts of
Nicor  and  its  subsidiaries.   All  significant   intercompany   balances  and
transactions have been eliminated.

Use  of  estimates.   The  preparation  of  the  financial  statements  requires
management to make estimates that affect reported amounts.  Actual results could
differ from those estimates.

Reclassifications. Certain reclassifications have been made to conform the prior
years' financial statements to the current year's presentation.

Regulation.  Nicor Gas is regulated by the Illinois  Commerce  Commission  (ICC)
which establishes the rules and regulations governing utility rates and services
in  Illinois.  The company  applies  accounting  standards  that  recognize  the
economic effects of rate regulation and,  accordingly,  has recorded  regulatory
assets  and  liabilities.  The  company  had net  regulatory  assets of about $4
million at December 31, 2000 and net regulatory liabilities of about $40 million
at December 31, 1999.

Operating  revenues and gas costs. Gas  distribution  revenues are recorded when
gas is delivered to  customers.  Nicor Gas  classifies  revenue  taxes billed to
customers as operating revenues and related taxes due as operating expenses.  In
the gas distribution segment, the cost of gas purchased,  adjusted for inventory
activity,  is reflected in volumetric  charges to customers through operation of
the Purchased Gas  Adjustment  (PGA).  Any  difference  between PGA revenues and
recoverable  gas costs is deferred or accrued with a  corresponding  decrease or
increase to cost of gas. This difference is amortized as it is collected from or
refunded to customers through the PGA.

In the shipping segment, revenues and related delivery costs are recorded at the
time vessels depart from port.

Depreciation.  Property,  plant and equipment  are  depreciated  over  estimated
useful  lives  on  a  straight-line   basis.  The  gas  distribution   composite
depreciation rate is 4.1 percent.

Income  taxes.  Deferred  income taxes are provided  for  temporary  differences
between the tax basis of an asset or liability  and its  reported  amount in the
financial statements.  Nicor Gas amortizes prior deferred tax credits and excess
deferred taxes to income over the lives of the applicable properties.

Cash and cash equivalents.  The company considers  investments  purchased with a
maturity of three months or less to be cash equivalents.

Receivable credit risk.  Nicor's major  subsidiaries  have diversified  customer
bases and prudent credit policies which mitigate risk.

DERIVATIVE INSTRUMENTS

In June 1998, the Financial Accounting Standards Board issued Statement No. 133,
Accounting for Derivative Instruments and Hedging Activities.  Nicor adopted the
statement,  as  amended,  on January 1, 2001.  The  initial  application  of the
statement had no impact on the company's  results of operations  and no material
impact on its financial condition.



Nicor Inc.                                                             Page 29

Notes to the Consolidated Financial Statements (continued)

At Nicor Gas,  derivative  instruments are primarily utilized in the natural gas
procurement  function.  Realized gains or losses are passed directly  through to
customers  through  operation of the company's PGA. As such,  beginning in 2001,
changes in the fair value of these derivative  instruments are being deferred or
accrued as a regulatory asset or liability until realized.

Nicor Gas also holds weather derivative instruments to limit the earnings impact
of weather  fluctuations.  For 2001, these instruments hedge the earnings impact
related to weather  warmer than 5,700  degree  days or colder than 6,100  degree
days.  These weather  derivative  instruments  are recorded  using the intrinsic
value method.

Derivative  instruments and other  energy-related  contracts are used by Nicor's
wholesale  natural gas marketing  business to hedge price risk  associated  with
inventories of natural gas and  fixed-price  purchase and sale  agreements.  The
company records  energy-related  contracts and physical inventory at fair market
value.

Nicor periodically utilizes derivative  instruments to reduce interest rate risk
associated with the issuance of debt. At December 31, 2000,  Nicor held treasury
lock  agreements that hedge the risk-free  interest rate of an anticipated  debt
issuance of $75 million in August  2001.  Beginning  in 2001,  the change in the
fair  market  value  of the  treasury  lock  agreements  will be  reported  as a
component of other  comprehensive  income.  Upon settlement of the treasury lock
agreements and issuance of the debt, accumulated other comprehensive income will
be amortized to interest expense over the life of the debt instrument.

GAS IN STORAGE

The gas  distribution  segment's  inventory  is  carried  at cost on a  last-in,
first-out  (LIFO) basis.  Based on the average cost of gas purchased in December
2000 and 1999, the estimated  replacement cost of inventory at December 31, 2000
and  1999  exceeded  the  LIFO  cost  by  $491.7  million  and  $172.4  million,
respectively.

Nicor's wholesale gas marketing  business carries its inventory at market value.
At  December  31, 2000 and 1999,  the market  value of the  inventory  was $12.5
million and $8.9 million, respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The  recorded  amount  of  short-term   investments  and  short-term  borrowings
approximates fair value because of the short maturity of the instruments.  Based
on  quoted  market  interest  rates,  the  recorded  amount  of  long-term  debt
outstanding, including current maturities, also approximates fair value.





Nicor Inc.                                                             Page 30

Notes to the Consolidated Financial Statements (continued)

INCOME TAXES

The components of income tax expense (benefit) are presented below:

(millions)                                   2000        1999       1998
                                            --------   --------   --------
Current
    Federal                                 $  29.3    $  44.3    $  36.4
    State                                       1.9        8.2        7.9
                                            --------   --------   --------
                                               31.2       52.5       44.3
                                            --------   --------   --------
Deferred
    Federal                                   (12.2)      13.9       16.6
    State                                      (3.4)        .5        2.0
                                             --------  --------   --------
                                              (15.6)      14.4       18.6
                                             --------  --------   --------

Amortization of investment tax credits, net    (1.5)      (1.5)      (2.1)
Foreign taxes                                    .3         .3         .3
                                             --------  --------   --------

Income tax expense, net                     $  14.4    $  65.7    $  61.1
                                            ========   ========   ========

The temporary  differences  which gave rise to the net deferred tax liability at
December 31, 2000 and 1999, are as follows:

(millions)                                             2000       1999
                                                      --------  --------
Deferred tax liabilities
    Property, plant and equipment                     $ 217.5    $ 222.9
    Investment in foreign subsidiaries                   48.5       43.8
    Investment in partnerships                           39.3       24.5
    Employee benefits                                    18.7       10.2
    Other                                                23.6       19.6
                                                      --------   --------
                                                        347.6      321.0
                                                      --------   --------
Deferred tax assets
    Unamortized investment tax credits                   26.6       27.8
    Regulatory income tax liability                      17.4       18.6
    Accrued mercury-related costs                        30.9          -
    Other                                                33.7       18.1
                                                      --------   --------
                                                        108.6       64.5
                                                      --------   --------
Net deferred tax liability                            $ 239.0    $ 256.5
                                                      ========   ========

The effective combined federal and state income tax rate was 23.6 percent,  34.6
percent  and 34.4  percent  in 2000,  1999 and 1998,  respectively.  Differences
between  federal  income taxes  computed  using the statutory  rate and reported
income tax expense are shown below:

(millions)                                   2000       1999       1998
                                           --------   --------   --------
Federal income taxes using statutory rate  $  21.4    $  66.5    $  62.1
State income taxes, net                        (.3)       6.3        6.7
Tax credits                                   (4.3)      (3.8)      (2.9)
Excess deferred tax adjustment                (2.4)      (2.1)      (1.8)
Other, net                                       -       (1.2)      (3.0)
                                           --------   --------   --------
Income tax expense, net                    $  14.4    $  65.7    $  61.1
                                           =========  ========   ========



Nicor Inc.                                                             Page 31

Notes to the Consolidated Financial Statements (continued)

SHORT- AND LONG-TERM DEBT

The company maintains short-term lines of credit with major domestic and foreign
banks.  These lines, which serve as backup for the issuance of commercial paper,
totaled  $532.5  million at  December  31,  2000.  Commitment  fees of up to .08
percent per annum were paid on these  lines.  All lines of credit have  variable
interest rate options tied to short-term markets.

The company had $442 million and $342.5 million of commercial paper  outstanding
with a weighted average interest rate of 6.5 percent and 5.9 percent at December
31, 2000 and 1999, respectively.

Bank cash  balances  averaged  about $4 million  during  2000,  which  partially
compensated  for the cost of  maintaining  accounts and other banking  services.
Such demand balances may be withdrawn at any time.

First Mortgage Bonds are secured by liens on substantially  all gas distribution
property.

Interest on debt was net of amounts capitalized of $1.1 million, $.4 million and
$.5 million in 2000, 1999 and 1998, respectively.

STOCK-BASED COMPENSATION

Nicor has a long-term  incentive  compensation plan that permits the granting of
stock options, restricted stock and alternate stock rights to key executives and
managerial  employees,  as well as an employee  stock purchase plan. The company
does not recognize compensation expense for these plans. If compensation expense
for these  plans had been  recognized  based on the fair  value of awards at the
grant dates, the impact on the company's net income and earnings per share would
not have been material.

Long-term  incentive  compensation plan. The company may grant options for up to
3.5  million  shares and has  granted  options  on 1.9  million  shares  through
December 31, 2000.  The stock option  exercise  price equals the stock's  market
price on the date of  grant.  Options  vest  after one  year,  generally  become
exercisable after three years and expire after ten years.



Nicor Inc.                                                             Page 32

Notes to the Consolidated Financial Statements (continued)

A summary of stock option activity is presented below:

                                                                        Weighted
                                                       Number    average
                                                         of      exercise
                                                       shares      price
                                                     ---------- -----------

Options outstanding at:
December 31, 1997                                      672,900   $ 27.70
  Granted                                              113,500     40.56
  Exercised                                           (158,100)    26.05
  Cancelled                                             (4,500)    40.63
                                                     ----------
December 31, 1998                                      623,800     30.37
  Granted                                              149,000     38.06
  Exercised                                             (3,500)    28.25
  Cancelled                                             (7,500)    38.06
                                                     ----------
December 31, 1999                                      761,800     31.81
  Granted                                              251,500     32.37
  Exercised                                            (33,200)    27.44
  Cancelled                                            (78,000)    32.13
                                                     ----------
December 31, 2000                                      902,100     32.10
                                                     ----------

Options exercisable at:
December 31, 1998                                      264,500   $ 26.25
December 31, 1999                                      383,900     26.87
December 31, 2000                                      434,100     28.38

Stock options outstanding at December 31, 2000, had exercise prices ranging from
$19.63 to $40.69  and a weighted  average  remaining  contractual  life of seven
years.

The weighted average fair value of options granted in 2000 and 1999 is $3.25 and
$3.52, respectively.  The fair value of each option was estimated on the date of
grant  using  the   Black-Scholes   option-pricing   model  with  the  following
assumptions  used for grants in 2000 and 1999,  respectively:  dividend yield of
5.7 percent  and 4.6  percent;  volatility  of 16.8  percent  and 14.7  percent;
risk-free  interest  rate of 6.4 percent and 5.2 percent;  and expected  periods
outstanding of three years for both years.

There were no shares of restricted  stock or alternate stock rights  outstanding
at December 31, 2000.

Employee  stock  purchase  plan.  Under the employee  stock  purchase  plan, the
company may sell up to 1.5 million  shares of common stock to its  employees and
has sold about 887,000 shares through December 31, 2000. Under the terms of this
plan, eligible employees may purchase shares at 90 percent of the stock's market
price.  The company sold about 28,900  shares and 28,400  shares to employees in
2000 and 1999, respectively. The weighted average market value of shares sold in
2000 and 1999 was $33.01 and $36.71, respectively.

POSTRETIREMENT BENEFITS

Nicor Gas maintains  noncontributory  defined  benefit  pension  plans  covering
substantially  all employees  hired prior to January 1, 1998 and provides health
care  and  life  insurance  benefits  to  eligible  retired  employees.  Certain
employees'  postretirement  health care  benefits  have been capped to a defined
annual per capita medical cost. The following table sets forth the components of
the changes in the plans'


Nicor Inc.                                                             Page 33

Notes to the Consolidated Financial Statements (continued)

benefit  obligations and assets, and reconciles the funded status to the prepaid
(accrued) benefit cost recorded in the financial statements at December 31:

                                Pension benefits         Other benefits
                               ---------------------  ---------------------
(millions)                       2000       1999        2000       1999
                               ---------- ----------  ---------- ----------
Change in benefit obligation
Benefit obligation at
  beginning of period          $  214.8   $  242.3    $  116.1   $  118.3
Service cost                        5.4        6.4         1.2        1.3
Interest cost                      15.3       15.7         8.4        7.7
Actuarial loss (gain)               7.3      (25.8)       (5.3)      (1.0)
Participant contributions             -          -          .7         .6
Plan amendments                     4.2          -           -          -
Benefits paid                     (29.7)     (23.8)       (8.5)     (10.8)
                               ---------- ----------  ---------- ----------
Benefit obligation at end of
  period                          217.3      214.8       112.6      116.1
                               ---------- ----------  ---------- ----------

Change in plan assets
Fair value of plan assets at
beginning of period               445.3      401.7        19.4       16.6
Actual return on plan assets       72.1       67.1         3.2        2.8
Employer contributions              1.5         .3         7.8       10.2
Participant contributions             -          -          .7         .6
Benefits paid                     (29.7)     (23.8)       (8.5)     (10.8)
                               ---------- ----------  ---------- ----------
Fair value of plan assets at
  end of period                   489.2      445.3        22.6       19.4
                               ---------- ----------  ---------- ----------

Funded status                     271.9      230.5       (90.0)     (96.7)
Unrecognized net actuarial
  (gain) loss                    (134.1)    (114.4)       (4.7)       1.3
Unrecognized transition
  (asset) obligation               (4.8)      (8.6)       37.1       40.2
Unrecognized prior service cost     6.8        3.0           -          -
Other                                .1         .1         1.2        1.5
                               ---------- ----------  ---------- ----------
Prepaid (accrued) benefit cost $  139.9   $  110.6    $  (56.4)  $  (53.7)
                               ========== ==========  ========== ==========

Net periodic benefit cost (credit) included the following components:

                               Pension benefits            Other benefits
                           ------------------------    ------------------------
(millions)                   2000    1999     1998       2000    1999    1998
                           -------  ------- -------    ------- ------- --------
Service cost                $ 5.4   $  6.4   $  6.7     $ 1.2   $  1.3   $ 1.3
Interest cost                15.3     15.7     16.0       8.4      7.7     8.3
Expected return on plan
  assets                    (39.2)   (35.3)   (35.1)     (1.8)    (1.6)   (1.4)
Recognized net actuarial
  gain                       (5.8)    (1.8)    (4.7)        -        -       -
Amortization of
  unrecognized transition
  (asset) obligation         (3.8)    (3.8)    (3.8)      3.1      3.1     3.1
Amortization of prior
  service cost                 .4       .3       .4         -        -       -
                           -------  -------  -------   -------  -------  ------
Net periodic benefit cost
  (credit)                 $(27.7)  $(18.5) $ (20.5)   $ 10.9   $ 10.5   $11.3
                           =======  =======  =======   =======  =======  ======

Assumptions used in the computations included the following:

                                 Pension benefits         Other benefits
                              -----------------------  ----------------------
                                 2000        1999         2000       1999
                              ----------- -----------  ----------- ----------
Discount rate                     7.75%       7.50%       7.75%       7.50%
Expected return on plan assets    9.25        9.00        9.25        9.00
Rate of compensation increase     4.00        4.00        4.00        4.00

Nicor Inc.                                                             Page 34

Notes to the Consolidated Financial Statements (continued)

For  measurement  purposes,  the health  care cost  trend rate for  pre-Medicare
benefits was assumed to be 6.5 percent for 2001,  declining to 5 percent by 2004
and  remaining  at that level  thereafter.  The health  care cost trend rate for
post-Medicare benefits was assumed to be 5 percent.

Assumed  health  care  cost  trend  rates can have a  significant  effect on the
amounts reported for the health care plans. A one-percentage-point change in the
assumed health care cost trend rates would have the following effects:

                                                          One-percent
                                                      -------------------
(millions)                                            Increase   Decrease
                                                      --------   --------
Effect on total of service and interest cost
  components                                          $   1.1     $  (.9)
Effect on benefit obligation                             11.3       (9.5)

The company also sponsors defined contribution plans covering  substantially all
domestic employees. These plans provide for employer matching contributions. The
total cost of these plans was $4.0  million,  $3.8  million and $3.4  million in
2000, 1999 and 1998, respectively.

DISCONTINUED OPERATIONS

The company  maintains a reserve for the remaining costs related to discontinued
contract  drilling,  oil and gas  exploration,  inland  barging  and  extractive
operations.  The reserve will continue to be evaluated as the remaining  medical
benefit, legal, tax and other contingencies are resolved.

BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION

Nicor is a holding company that through its wholly owned subsidiaries, Nicor Gas
and Tropical Shipping,  operates in two separately managed reportable  segments:
gas distribution and shipping.  The gas distribution segment,  Nicor's principal
business,  serves  nearly  2  million  customers  in a  service  territory  that
encompasses  most of the  northern  third  of  Illinois,  excluding  the city of
Chicago. The shipping segment transports  containerized  freight between Florida
and the Caribbean.  Other energy ventures include businesses that participate in
the  following  activities:  retail  energy  marketing;  wholesale  natural  gas
marketing;  pipeline design and  construction;  corrosion  protection  services;
energy system design and construction;  residential  energy-related products and
services and natural gas vehicle market development.

Tropical  Shipping's vessels are under foreign registry,  and its containers are
considered  instruments  of  international  trade.  Although the majority of its
long-lived  assets are foreign owned,  and its revenues are derived from foreign
operations, the functional currency is generally the U.S. dollar.

Nicor evaluates  segment  performance  based on operating  income.  Intercompany
billing among segments is generally  based on direct and indirect costs incurred
unless a market  price is  available.  Financial  data by  business  segment  is
presented on the following page:



Nicor Inc.                                                             Page 35

Notes to the Consolidated Financial Statements (continued)

                                               Other     Corporate
                           Gas                 energy       and        Consol-
                      distribution  Shipping  ventures  eliminations   idated

(millions)
Operating revenues
   2000                  $ 1,896.0   $ 248.3    $ 169.9     $ (16.1)  $ 2,298.1
   1999                    1,326.2     229.9       61.0        (1.9)    1,615.2
   1998                    1,229.0     224.5       11.6           -     1,465.1

Operating income (loss)
   2000                  $    64.9   $  25.7    $   6.5     $  (3.0)  $    94.1
   1999                      191.7      22.5        1.3        (3.5)      212.0
   1998                      185.5      27.6       (1.9)       (2.6)      208.6

Equity investment income
 (loss)
   2000                  $     (.3)  $     -    $   1.5     $   2.0   $     3.2
   1999                          -         -        (.3)         .8          .5
   1998                        (.2)        -       (2.6)         .1        (2.7)

Interest expense, net of
  amounts capitalized
   2000                  $    43.9   $    .8    $    .6     $   3.3   $    48.6
   1999                       40.4       1.3         .2         3.2        45.1
   1998                       43.4       1.3         .2         1.7        46.6

Income taxes
   2000                  $     6.8   $  10.2    $   3.1     $  (5.7)  $    14.4
   1999                       55.9       8.3        2.6        (1.1)       65.7
   1998                       55.3      10.2        (.9)       (3.5)       61.1

Property, plant and
 equipment, net
   2000                  $ 1,600.8   $ 127.8    $   1.0     $     -   $ 1,729.6
   1999                    1,610.7     123.2        1.3           -     1,735.2
   1998                    1,617.8     113.3         .7           -     1,731.8

Capital expenditures
   2000                  $   124.6    $ 33.8    $     -     $     -   $   158.4
   1999                      127.4      26.0         .6           -       154.0
   1998                      112.6      23.3         .3           -       136.2

Depreciation
   2000                  $   128.1    $ 15.9    $    .3     $     -   $   144.3
   1999                      123.9      16.1         .3           -       140.3
   1998                      120.8      15.4         .3           -       136.5

See  Gas  Distribution  Statistics  on  page  16 for  disclosure  of  sales  and
transportation  revenues in the gas distribution segment. The operating revenues
of other energy  ventures  include  $14.9  million of revenues  from the sale of
natural gas to Nicor Gas.




Nicor Inc.                                                             Page 36

Notes to the  Consolidated  Financial  Statements
(continued)

COMMON STOCK

Shareholder  rights plan.  Under a  shareholder  rights plan,  shareholders  are
assigned one right for each share of Nicor common stock held. The rights will be
exercisable  only if a person  acquires,  or announces a tender offer that would
result in,  ownership of 10 percent or more of Nicor's common stock. If a person
acquires beneficial ownership of 10 percent or more of Nicor's common stock, all
holders of rights other than the  acquiring  person will be entitled to purchase
Nicor common stock at a 50 percent  discount  from the market  price.  Nicor may
redeem  the  rights at $.01 per right at any time  before  someone  becomes a 10
percent beneficial owner. The rights expire on September 30, 2007.

Changes in common shares.  Changes in common shares  outstanding  are summarized
below:

(millions)                                   2000       1999        1998
                                           ---------- ---------  ----------
Beginning of year                              46.9      47.5       48.2
Issued and converted                             .1         -         .1
Reacquired and cancelled                       (1.5)      (.6)       (.8)
                                           ---------- ---------  ----------
End of year                                    45.5      46.9       47.5
                                           ========== =========  ==========

Through common stock  repurchase  programs,  Nicor has purchased and retired 1.4
million, .6 million and .7 million shares in 2000, 1999 and 1998, respectively.

REGULATORY MATTERS

Performance-based  rate plan. On January 1, 2000,  Nicor Gas'  performance-based
rate (PBR) plan for  natural  gas costs  went into  effect.  Under the PBR plan,
Nicor Gas' total gas supply costs are compared to a market-sensitive  benchmark.
Savings and losses  relative to the benchmark are shared equally with customers.
Nicor recorded  $12.2 million of PBR plan results as operating  revenue in 2000.
After 2001, the plan will be subject to ICC review.

Customer choice of commodity supplier.  All industrial and commercial  customers
and about 14 percent of residential  customers are able to acquire their natural
gas  supplies  from  third-party  marketers.  The choice of another  natural gas
commodity  supplier has no impact on Nicor Gas' operating income because natural
gas costs are passed  directly  through to customers  without a markup under the
PGA. Nicor Gas continues to deliver the natural gas,  maintain its  distribution
system and respond to emergencies. The company's August 2000 filing with the ICC
to  permanently  expand the  Customer  Select(R)  program to include  all of its
residential customers is currently in the public hearing process, which may take
up to 11 months.

GUARANTEES

Nicor has a 50 percent  interest in Nicor  Energy,  a joint  venture that offers
natural gas,  electricity and related retail services to customers  primarily in
Illinois.  Nicor guarantees up to $15 million of the joint venture's  borrowings
under a line of credit. At December 31, 2000, Nicor had guaranteed $11.3 million
of Nicor  Energy's  debt.  Management  believes that the likelihood of a payment
pursuant to such guarantee is remote.



Nicor Inc.                                                             Page 37

Notes to the Consolidated Financial Statements (continued)

COMMITMENTS

In 1999,  Tropical Shipping  committed about $40 million for the construction of
two vessels. Through December 31, 2000 the company made construction payments of
$9.3  million.  Remaining  payments  are  scheduled as  construction  progresses
through early 2002.

CONTINGENCIES

Mercury  program.  Nicor Gas has  incurred,  and  expects to  continue to incur,
significant  costs related to its  historical use of mercury in various kinds of
company equipment.

Prior to 1961,  gas  regulators  containing  small  quantities  of mercury  were
installed in homes. These gas regulators reduce the pressure of natural gas flow
from the  service  line to the inside of the home.  During the third  quarter of
2000, the company learned that in certain  instances some mercury was spilled or
left in residences.

As a result,  in September  2000,  Nicor Gas was named as a defendant in a civil
lawsuit brought by the Illinois  Attorney  General and the State's  Attorneys of
Cook,  DuPage and Will  Counties  seeking,  among  other  things,  to compel the
company  to  inspect  and clean up all homes and other  sites that may have been
affected by mercury from  company  equipment.  The Circuit  Court of Cook County
hearing  this action has entered two agreed  preliminary  injunctions  requiring
Nicor Gas, among other things, to conduct  inspections and, where necessary,  to
clean up mercury,  to pay for relocating  residents  until cleanup is completed,
and to pay for medical  screening of  potentially  affected  persons.  It is not
possible to determine the likelihood  that the  plaintiffs  will seek and obtain
fines or penalties.

Nicor Gas is also the  subject  of an  Administrative  Order,  and an  amendment
thereto,  issued  during  the third  quarter  of 2000 by the U.S.  Environmental
Protection   Agency  (EPA)   pursuant  to  Section  106  of  the   Comprehensive
Environmental Response, Compensation and Liabilities Act. The order requires the
company,  among other  things,  to develop and  implement  work plans to address
mercury  spills at recycling  centers  where  mercury  regulators  may have been
taken,  at  company  facilities  where  regulators  and  mercury  may have  been
temporarily stored and at  commercial/industrial  sites where mercury-containing
equipment may have been used in metering facilities.

Pursuant to the  injunctions  and the EPA  Administrative  Order,  Nicor Gas has
completed  the work  described  above for all  affected  recycling  centers  and
commercial/industrial  sites,  and  cleaning is underway at company  facilities.
Potentially affected homes are being inspected using mercury vapor analyzers. By
December 31, 2000, Nicor Gas had called on every such home, although it has been
unable to gain access to some homes.  Approximately  1,100 homes have been found
to have traces of mercury requiring cleanup.

As of December  31, 2000,  Nicor Gas accrued $78 million as a current  liability
for estimated obligations related to the previously described work and for legal
defense costs.  Including amounts already incurred,  $148 million was charged to
the company's income  statement as other operating  expense in the third quarter
of 2000. The accrual represents management's best estimate of future costs based
on an evaluation of currently available  information,  and actual costs may vary
from this  estimate.  The  company  will  continue  to  reassess  its  estimated
obligation and will record any necessary adjustment,  which could be material to
operating results in the period recorded.


Nicor Inc.                                                             Page 38

Notes to the  Consolidated  Financial  Statements
(continued)

In addition to the matters described above, Nicor Gas has been named a defendant
in several private lawsuits, all in the Circuit Court of Cook County, claiming a
variety of unquantified damages (including bodily injury,  property and punitive
damages) allegedly caused by mercury-containing  regulators. One of the lawsuits
involves five previous class actions that have been consolidated before a single
judge.  At this early stage in the  litigation,  it is not  possible to estimate
what liability, if any, may result to the company from these lawsuits.  While no
amount has been recorded for this potential liability, a loss contingency for an
unfavorable outcome of these lawsuits will be accrued if it becomes probable and
can be  reasonably  estimated.  Any such accrual  could be material to operating
results in the period in which it is recorded.

The company has certain insurance policies,  has notified its insurers, and will
vigorously  pursue recovery of  mercury-related  costs pursuant to its insurance
coverage.  In January 2001,  the company filed suit in the Circuit Court of Cook
County  against  certain of its insurance  carriers for a  declaration  that the
company's  mercury-related  losses are  covered,  and for the  recovery of those
losses. In addition, some of the removals of mercury-containing  regulators were
conducted by independent  contractors working for the company. In November 2000,
the  company   filed  suit  in  the  Circuit   Court  of  Cook  County   seeking
indemnification and contribution from these contractors. At this early stage, it
is not possible to estimate  the  likelihood  that costs will be recovered  from
insurance  carriers or other third parties  related to the mercury  spills,  and
therefore Nicor Gas has not recorded any such amounts as assets in its financial
statements.

Nicor Gas will not seek  recovery  of the costs  associated  with these  mercury
spills from its  customers,  and any proceeds from  insurance  carriers or third
parties will be retained by the company to offset costs incurred.

It is  management's  opinion,  taking  into  account the above  information  and
uncertainties,   including  currently  available   information   concerning  the
company's  existing and  potential  obligations,  insurance  coverage,  possible
recoveries  from other third parties and  available  financial  resources,  that
costs associated with the mercury spills will not have a material adverse effect
on the liquidity or financial position of the company.

Other.  The company is involved in legal or  administrative  proceedings  before
various courts and agencies with respect to rates, taxes and other matters.

Current   environmental   laws  may  require  the  cleanup  of  certain   former
manufactured  gas plant sites.  To date,  Nicor Gas has identified  more than 40
properties for which it may, in whole or in part, be  responsible.  The majority
of  these  properties  are  not  presently  owned  by the  company.  Information
regarding preliminary site reviews has been presented to the Illinois EPA, which
oversees the  company's  investigations  and  remedial  actions.  More  detailed
investigations  and  remedial  activities  have  either been  completed,  are in
progress or are being  planned at many of these sites.  The results of continued
testing and analysis should determine to what extent  additional  remediation is
necessary and may provide a basis for  estimating  any  additional  future costs
which could be significant.  In accordance with ICC  authorization,  the company
has been recovering these costs from its customers.

In  December  1995,  Nicor Gas filed suit in the  Circuit  Court of Cook  County
against certain  insurance  carriers seeking  recovery of environmental  cleanup
costs of certain former  manufactured  gas plant sites.  Nicor Gas has reached a
settlement  with one of the  insurance  carriers.  In February  2000,  the court
dismissed the company's case on summary judgment motions by certain  defendants.
The company filed


Nicor Inc.                                                             Page 39

Notes to the Consolidated Financial Statements (concluded)

an appeal in March 2000.  Management  cannot  predict the outcome of the lawsuit
against the remaining insurance carriers. Any recoveries will be refunded to the
company's customers.

Although  unable  to  determine  the  outcome  of  these  other   contingencies,
management  believes  that  appropriate  accruals  have  been  recorded.   Final
disposition of these other matters is not expected to have a material  impact on
the company's financial condition or results of operations.

QUARTERLY RESULTS (UNAUDITED)

Quarterly  results  fluctuate  due  mainly  to the  seasonal  nature  of the gas
distribution business.

                                              Quarter ended
                                -------------------------------------------
(millions, except per share
data)                            Mar. 31    June 30   Sept. 30    Dec. 31
                                ---------- ---------- ---------- ----------

2000
    Operating revenues          $  659.3   $  348.4   $  301.0   $  989.4
    Operating income (loss)         70.2       55.4     (101.0)      69.5
    Net income (loss)               38.8       30.6      (62.7)      39.9
    Earnings (loss) per common
      share
        Basic                        .83        .66      (1.37)       .87
        Diluted                      .83        .66      (1.37)       .87

1999
    Operating revenues          $  576.4   $  271.8   $  227.3   $  539.7
    Operating income                65.4       44.5       38.1       64.0
    Net income                      39.0       26.5       19.8       39.1
    Earnings per common share
        Basic                        .82        .56        .42        .83
        Diluted                      .82        .56        .42        .83



Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

None.



Nicor Inc.                                                             Page 40

PART III

Items 10.  and 11.  Directors  and  Executive  Officers  of the  Registrant  and
Executive Compensation

Information  on  directors,   Section  16(a)  Beneficial   Ownership   Reporting
Compliance and executive  compensation  is contained on pages 2 through 7, 9 and
14 through 18 of the  Definitive  Proxy  Statement,  dated March 8, 2001, and is
incorporated herein by reference. Information relating to the executive officers
of the registrant is provided on page 6 in Part I of this document.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Information about shares  beneficially owned by directors and executive officers
is contained on pages 7 through 9 of the Definitive Proxy Statement, dated March
8, 2001, and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

Information about certain relationships and related transactions is contained on
page  19 of  the  Definitive  Proxy  Statement,  dated  March  8,  2001,  and is
incorporated herein by reference.


PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)  1)  Financial Statements:

         See Item 8,  Financial  Statements and  Supplementary  Data, on page 21
         filed herewith, for a list of financial statements.

     2)  Financial Statement Schedules:

         Schedule
         Number                                                 Page

                   Report of Independent Public Accountants      22
          II       Valuation and Qualifying Accounts             41

         Schedules  other than those  listed are  omitted  because  they are not
         applicable.

     3)  Exhibits Filed:

         See Exhibit Index beginning on page 43 filed herewith.

(b)      The  company did not file a report on Form 8-K during the fourth
         quarter of 2000.





Nicor Inc.                                                          Page 41

<TABLE>

Schedule II

VALUATION AND QUALIFYING ACCOUNTS
(millions)
<CAPTION>

                                              Additions
                                      ----------------------
                         Balance at   Charged to  Charged to                Balance
                         beginning    costs and    other                    at end
  Description            of period     expenses    accounts    Deductions   of period
----------------------   ----------   ----------   ---------   ----------   ----------

2000
-----

Allowance
  for uncollectible
<S>                          <C>         <C>           <C>      <C>            <C>
  accounts  receivable       $ 7.1       $ 17.5        $ -      $ 10.1 (a)     $ 14.5
Reserve for estimated
  future costs related
  to discontinued
  businesses (b)               6.4            -          -          .6 (c)        5.8


1999
-----

Allowance
  for uncollectible
  accounts  receivable        $ 6.3      $ 12.5        $ -      $ 11.7 (a)      $ 7.1
Reserve for estimated
  future costs related
  to discontinued
  businesses (b)                6.3           -         .1 (c)       -            6.4


1998
-----

Allowance
  for uncollectible
  accounts  receivable        $ 8.6      $ 13.6        $ -      $ 15.9 (a)      $ 6.3
Reserve for estimated
  future costs related
  to discontinued
  businesses (b)               11.7           -          -         5.4 (c)        6.3


<FN>

(a)    Accounts receivable written off, net of recoveries.
(b)    Excludes the related reserve for federal and state income taxes.
(c)    Net receipts, expenditures, operating results, gains and losses related
         to discontinued businesses credited or charged to reserve.

</FN>

</TABLE>

<PAGE>


Nicor Inc.                                                             Page 42

Signatures

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                           Nicor Inc.

Date       March 12, 2001                  By   KATHLEEN L. HALLORAN
                                                Kathleen L. Halloran
                                                Executive Vice President Finance
                                                and Administration

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities indicated on March 12, 2001.

             Signature                                    Title
-------------------------------------      ------------------------------------

          THOMAS L. FISHER
-------------------------------------
          Thomas L. Fisher                 Chairman, President and
   (Principal Executive Officer)           Chief Executive Officer

        KATHLEEN L. HALLORAN
-------------------------------------
        Kathleen L. Halloran               Executive Vice President Finance
(Principal Financial and Accounting        and Administration
              Officer)




ROBERT M. BEAVERS, JR.*                    Director

BRUCE P. BICKNER*                          Director

JOHN H. BIRDSALL, III*                     Director

THOMAS A. DONAHOE*                         Director

JOHN E. JONES*                             Director

DENNIS J. KELLER*                          Director

WILLIAM A. OSBORN*                         Director

SIDNEY R. PETERSEN*                        Director

JOHN RAU*                                  Director

PATRICIA A. WIER*                          Director

                                         * By       JEFFREY L. METZ     .
                                                    Jeffrey L. Metz
                                                    (Attorney-in-fact)


Nicor Inc.                                                             Page 43

Exhibit Index

Exhibit
Number     Description of Document

3.01 * Articles of Incorporation of the company.  (File No. 2-55451,  Form S-14,
       Nicor Inc., Exhibit 1-03 and Exhibit B of Amendment No. 1 thereto.)

3.02 * Amendment to Articles of Incorporation  of the company.  (Proxy Statement
       dated April 20, 1979, Nicor Inc., Item 3 thereto.)

3.03 * Amendment to Articles of Incorporation of the company. (File No. 2-68777,
       Form S-16, Nicor Inc., Exhibit 2-01.)

3.04 * Amendment to Articles of Incorporation of the company.  (File No. 1-7297,
       Form 10-K for 1985, Nicor Inc., Exhibit 3-03.)

3.05 * Amendment to Articles of Incorporation  of the company.  (Proxy Statement
       dated March 12, 1987, Nicor Inc., Exhibit A and Exhibit B thereto.)

3.06 * Amendment to Articles of Incorporation of the company.  (File No. 1-7297,
       Form 10-K for 1992, Nicor Inc., Exhibit 3-06.)

3.07 * Amendments to Articles of Incorporation of the company.  (Proxy Statement
       dated March 9, 1994, Nicor Inc., Exhibit A-1 and Exhibit B thereto.)

3.08 * Amendment to Articles of Incorporation  of the company.  (Proxy Statement
       dated March 6, 1998, Nicor Inc., Item 2 thereto.)

3.09 * By-Laws of the company as amended by the company's  board of Directors on
       May 3, 1995.  (File No. 1-7297,  Form 10-Q for March 1995,  Nicor Inc.,
       Exhibit 3(ii).01.)

4.01 * Indenture of Commonwealth Edison Company to Continental Illinois National
       Bank and Trust Company of Chicago,  Trustee, dated as of January 1, 1954.
       (File No. 1-7296, Form 10-K for 1995, Nicor Gas, Exhibit 4.01.)

4.02 * Indenture of Adoption of Nicor Gas to Continental  Illinois National Bank
       and Trust Company of Chicago, Trustee, dated February 9, 1954. (File No.
       1-7296, Form 10-K for 1995, Nicor Gas, Exhibit 4.02.)

4.03 * Supplemental  Indenture,  dated June 1, 1963, of Nicor Gas to Continental
       Illinois  National Bank and Trust Company of Chicago,  Trustee,  under
       Indenture dated as of January 1, 1954.  (File No.  2-21490,  Form S-9,
       Nicor Gas,  Exhibit 2-8.)

4.04 * Supplemental  Indenture,  dated May 1, 1966, of Nicor Gas to Continental
       Illinois  National Bank and Trust Company of Chicago,  Trustee,  under
       Indenture dated as of January 1, 1954.  (File No.  2-25292,  Form S-9,
       Nicor Gas,  Exhibit 2-4.)




<PAGE>


Nicor Inc.                                                             Page 44

Exhibit Index (continued)

Exhibit
Number                              Description of Document

4.05 * Supplemental  Indenture,  dated June 1, 1971, of Nicor Gas to Continental
       Illinois  National Bank and Trust Company of Chicago,  Trustee,  under
       Indenture dated as of January 1, 1954.  (File No.  2-44647,  Form S-7,
       Nicor Gas,  Exhibit 2-03.)

4.06 * Supplemental  Indenture,  dated April 30, 1976, between the company and
       Continental Illinois National Bank and Trust Company of Chicago, Trustee,
       under Indenture dated as of January 1, 1954. (File No.
       2-56578,  Form S-9, Nicor Gas, Exhibit 2-25.)

4.07 * Supplemental Indenture, dated April 30, 1976, of Nicor Gas to Continental
       Illinois  National Bank and Trust Company of Chicago,  Trustee,  under
       Indenture dated as of January 1, 1954.  (File No.  2-56578,  Form S-9,
       Nicor Gas,  Exhibit 2-21.)

4.08 * Supplemental  Indenture,  dated  August  15,  1991,  of  Nicor  Gas to
       Continental Bank, National Association, Trustee, under Indenture dated as
       of January 1, 1954.  (File No.  1-7296,  Form 8-K for August 1991,  Nicor
       Gas, Exhibit 4-01.)

4.09 * Supplemental Indenture, dated October 15, 1995, of Nicor Gas to Bank of
       America Illinois,  Trustee,  under Indenture dated as of January 1, 1954.
       (File No. 1-7296, Form 10-Q for September 1995, Nicor Gas, Exhibit 4.01.)

4.10 * Supplemental  Indenture,  dated May 10,  1996,  of Nicor Gas to Harris
       Trust and Savings Bank,  Trustee,  under Indenture dated as of January 1,
       1954.  (File No.  1-7296,  Form 10-Q for June 1996,  Nicor  Gas,  Exhibit
       4.01.)

4.11 * Supplemental  Indenture,  dated August 1, 1996, of Nicor Gas to Harris
       Trust and Savings Bank,  Trustee,  under Indenture dated as of January 1,
       1954.  (File No.  1-7296,  Form 10-Q for June 1996,  Nicor  Gas,  Exhibit
       4.02.)

4.12 * Supplemental  Indenture,  dated June 1,  1997,  of Nicor Gas to Harris
       Trust and Savings Bank,  Trustee,  under Indenture dated as of January 1,
       1954.  (File No.  1-7296,  Form 10-Q for June 1997,  Nicor  Gas,  Exhibit
       4.01.)

4.13 * Shareholder  Rights  Agreement,  dated  September  9, 1997,  between the
       company and Harris Trust and Savings Bank, as Rights  Agent.  (File No.
       1-7297, Form 8-K for September 1997, Nicor Inc., Exhibit 1.)

4.14 * Supplemental Indenture,  dated October 15, 1997, of Nicor Gas to Harris
       Trust and Savings Bank,  Trustee,  under Indenture dated as of January 1,
       1954. (File No. 1-7296,  Form 10-Q for September 1997, Nicor Gas, Exhibit
       4.01.)

4.15 * Supplemental Indenture, dated February 15, 1998, of Nicor Gas to Harris
       Trust and Savings Bank,  Trustee,  under Indenture dated as of January 1,
       1954. (File No. 1-7296, Form 10-K for 1997, Nicor Gas, Exhibit 4.19.)




<PAGE>


Nicor Inc.                                                             Page 45

Exhibit Index (continued)

Exhibit
Number                              Description of Document

4.16 * Supplemental  Indenture,  dated June 1,  1998,  of Nicor Gas to Harris
       Trust and Savings Bank,  Trustee,  under Indenture dated as of January 1,
       1954.  (File No.  1-7296,  Form 10-Q for June 1998,  Nicor  Gas,  Exhibit
       4.01.)

4.17 * Supplemental Indenture,  dated February 1, 1999, of Nicor Gas to Harris
       Trust and Savings Bank,  Trustee,  under Indenture dated as of January 1,
       1954. (File No. 1-7296, Form 10-K for 1998, Nicor Gas, Exhibit 4.19.)

4.18 * Supplemental  Indenture,  dated  February 1, 2001, of Nicor Gas to BNY
       Midwest Trust Company,  Trustee,  under  Indenture dated as of January 1,
       1954. (File No. 1-7296, Form 10-K for 2000, Nicor Gas, Exhibit 4.17.)

Other debt instruments are omitted in accordance with Item  601(b)(4)(iii)(A) of
Regulation  S-K.  Copies of such  agreements will be furnished to the Commission
upon request.

10.01   * 1984 Nicor Officers' Capital Accumulation Plan Participation
          Agreement. (File No. 1-7297, Form 10-K for 1988, Nicor Inc., Exhibit
          10-10.)

10.01(a)* 1985  Nicor  Officers'  Capital   Accumulation  Plan  Participation
          Agreement. (File No. 1-7297, Form 10-K for 1988, Nicor Inc., Exhibit
          10-10(a).)

10.02   * 1984 Nicor Directors' Capital Accumulation Plan Participation
          Agreement. (File No. 1-7297, Form 10-K for 1983, Nicor Inc., Exhibit
          10-13.)

10.02(a)* 1985  Nicor  Directors'  Capital  Accumulation  Plan  Participation
          Agreement. (File No. 1-7297, Form 10-K for 1984, Nicor Inc., Exhibit
          10-13(a).)

10.03   * Directors'  Deferred  Compensation Plan. (File No. 1-7297, Form 10-K
          for 1983, Nicor Inc., Exhibit 10-16.)

10.04   * Directors'  Pension Plan.  (File No. 1-7297,  Form 10-K for 1985,
          Nicor Inc., Exhibit 10-18.)

10.05   * Flexible  Spending Account for Executives.  (File No. 1-7297,  Form
          10-K for 1986, Nicor Inc., Exhibit 10-20.)

10.06   * Amendment and Restatement of the Nicor Gas Incentive  Compensation
          Plan.(File No. 1-7297, Form 10-K for 1986, Nicor Inc., Exhibit 10-21.)

10.07   * Nicor Inc. 1989 Long-Term  Incentive Plan.  (Filed with Nicor Inc.
          Proxy Statement, dated April 20, 1989, Exhibit A.)

10.08   * Nicor Salary Deferral Plan. (File No. 1-7297,  Form 10-K for 1989,
          Nicor Inc., Exhibit 10-29.)

Nicor Inc.                                                             Page 46

Exhibit Index (continued)

Exhibit
Number                              Description of Document

10.09   * Nicor  Inc.  Stock  Deferral  Plan.  (File  No.  1-7297,  Form  10-Q
          for September 1996, Nicor Inc., Exhibit 10.01.)

10.10   * Amendment to Nicor Inc. Stock Deferral Plan. (File No. 1-7297, Form
          10-K for 1997, Nicor Inc., Exhibit 10.22.)

10.11   * Nicor Inc. 1995 Directors' Stock Plan.  (File No. 1-7297,  Form 10-Q
          for September 1996, Nicor Inc., Exhibit 10.02.)

10.12   * 1997 Long-Term Incentive Program.  (File No. 1-7297, Form 10-Q for
          March 1997, Nicor Inc., Exhibit 10.01.)

10.13   * Nicor Inc.  1997  Long-Term  Incentive  Plan.  (Filed as appendix to
          the Nicor Inc. Proxy Statement, dated March 6, 1997.)

10.14   * 1998 Long-Term Incentive Program.  (File No. 1-7297, Form 10-K for
          1997, Nicor Inc., Exhibit 10.25.)

10.15   * 1999 Long-Term Incentive Program.  (File No. 1-7297, Form 10-K for
          1998, Nicor Inc., Exhibit 10.26.)

10.16   * 2000 Nicor Incentive  Compensation Plan. (File No. 1-7297, Form 10-K
          for 1999, Nicor Inc., Exhibit 10.21.)

10.17   * 2000 Nicor Gas Incentive  Compensation Plan. (File No. 1-7297, Form
          10-K for 1999, Nicor Inc., Exhibit 10.22.)

10.18   * 2000 Long-Term Incentive Program.  (File No. 1-7297, Form 10-K for
          1999, Nicor Inc., Exhibit 10.23.)

10.19   * Security Payment Plan. (File No. 1-7297, Form 10-K for 1999, Nicor
          Inc., Exhibit 10.24.)

10.20   * Amendment and Restatement of Nicor Gas  Supplementary  Retirement
          Plan. (File No. 1-7297, Form 10-Q for March 2000, Nicor Inc., Exhibit
          10.01.)

10.21   * Amendment and Restatement of Nicor Gas Supplementary Savings Plan.
         (File No. 1-7297, Form 10-Q for March 2000, Nicor Inc., Exhibit 10.02.)

10.22   * First  Amendment to Nicor Salary Deferral Plan.  (File No. 1-7297,
          Form 10-Q for March 2000, Nicor Inc., Exhibit 10.03.)

10.23   * First  Amendment to  Agreements  Restating  1984 and 1985 Nicor
          Capital Accumulation Plan Participation Agreements for Officers and
          Directors. (File No. 1-7297, Form 10-Q for March 2000, Nicor Inc.,
          Exhibit 10.04.)

 Nicor Inc.                                                         Page 47

Exhibit Index (concluded)

Exhibit
Number                              Description of Document

10.24   * First  Amendment  to Nicor 1989 Long  -Term  Incentive  Plan.  (File
          No. 1-7297, Form 10-Q for March 2000, Nicor Inc., Exhibit 10.05.)

10.25   * First  Amendment  to Nicor 1997 Long  -Term  Incentive  Plan.  (File
          No. 1-7297, Form 10-Q for March 2000, Nicor Inc., Exhibit 10.06.)

10.26   * Second  Amendment to Nicor Stock Deferral Plan.  (File No. 1-7297,
          Form 10-Q for March 2000, Nicor Inc., Exhibit 10.07.)

10.27   * Form of Change-in-Control  Agreement,  dated June 2, 2000, between
          Nicor Inc. and Mr. Cali and Ms. Halloran.  (File No. 1-7297,  Form
          10-Q for June 2000, Nicor Inc., Exhibit 10.01.)

10.28     Change-in-Control  Agreement,  dated June 2, 2000, between Nicor Inc.
          and Mr. Fisher.

10.29     Change-in-Control  Agreement,  dated June 2, 2000, between Nicor Inc.
          and Mr. Behrens.

Exhibits 10.01 through 10.29  constitute  management  contracts and compensatory
plans and arrangements required to be filed as exhibits to this Form pursuant to
Item 14(c) of Form 10-K.

21.01   * Subsidiaries.  (File No. 69-228,  Form U-3A-2 for 2000, Nicor Inc.,
          Item 1.)

23.01     Consent of Independent Public Accountants.

24.01     Powers of Attorney.

99.01   * Form of Letter to Shareholders relating to Shareholder Rights
          Agreement. (File No. 1-7297, Form 8-K for September 1997, Nicor Inc.,
          Exhibit 2.)

* These  exhibits have been  previously  filed with the  Securities and Exchange
Commission as exhibits to  registration  statements or to other filings with the
Commission and are incorporated herein as exhibits by reference. The file number
and exhibit  number of each such  exhibit,  where  applicable,  are  stated,  in
parentheses, in the description of such exhibit.

Upon  written  request,  the company  will  furnish free of charge a copy of any
exhibit.  Requests  should  be  sent  to  Investor  Relations  at the  corporate
headquarters.