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

                                   FORM 10-K/A
                                 Amendment No. 1

      [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 rights            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.



Nicor Inc.                                                              Page 1


                              PURPOSE OF AMENDMENT


This Amendment contains the financial statements of the Nicor Gas Savings
Investment Plan, the Nicor Gas Thrift Plan and the Birdsall, Inc. Retirement
Savings Plan and is being filed pursuant to the provisions of Rule 15d-21 of the
Securities Exchange Act of 1934 in place of separate annual reports otherwise
required to be filed on Form 11-K for employee benefit plans.


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.






<PAGE>


Nicor Inc.                                                              Page 2

Signature

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

                                   Nicor Inc.


Date  June 28, 2001                 By     /s/ KATHLEEN L. HALLORAN
                                           Kathleen L. Halloran
                                           Executive Vice President
                                           Finance and Administration









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.)


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.

 23.02         Consent of Independent Public Accountants--Nicor Gas Savings
               Investment Plan, Nicor Gas Thrift Plan and Birdsall, Inc.
               Retirement Savings Plan.

 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.)

99.02          Financial Statements of the Nicor Gas Savings Investment Plan
               for 2000.

99.03          Financial Statements of the Nicor Gas Thrift Plan for 2000.

99.04          Financial Statements of the Birdsall, Inc. Retirement Savings
               Plan for 2000.

*    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.






                                                            Nicor Inc.
                                                            Form 10-K/A
                                                            Exhibit 23.02


                  Consent of Independent Public Accountants


As independent public accountants, we hereby consent to the incorporation by
reference of our reports on the financial statements of the Nicor Gas Savings
Investment Plan, the Nicor Gas Thrift Plan and the Birdsall, Inc. Retirement
Savings Plan, dated June 27, 2001, included in Nicor Inc.'s Form 10-K/A,
Amendment No. 1, for the year ended December 31, 2000, into the company's
previously filed Form S-3 Registration Statement in connection with the Nicor
Automatic Dividend Reinvestment and Stock Purchase Plan (No. 33-56871), and
Form S-8 Registration Statements in connection with the Nicor Employee Stock
Purchase Plan (No. 33-1732), the Nicor Gas Savings Investment Plan (No.
33-56867), the Nicor Gas Thrift Plan (No. 33-60689), the Birdsall, Inc.
Retirement Savings Plan (No. 333-28579), the Nicor 1989 Long-Term Incentive
Plan (No. 33-31029) and the Nicor 1997 Long-Term Incentive Plan (No.
333-28699).


ARTHUR ANDERSEN LLP
Arthur Andersen LLP


Chicago, Illinois
June 27, 2001



                                                            Nicor Inc.
                                                            Form 10-K/A
                                                            Exhibit 99.02


                   Report of Independent Public Accountants


To the Nicor Gas Savings Investment
  Plan Committee:

We have audited the accompanying statements of net assets available for benefits
of the Nicor Gas Savings Investment Plan (the Plan) as of December 31, 2000 and
1999, and the related statements of changes in net assets available for benefits
for the years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements 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 net assets available for benefits of the Plan as of
December 31, 2000 and 1999, and the changes in net assets available for benefits
for the years then ended in conformity with accounting principles generally
accepted in the United States.


ARTHUR ANDERSEN LLP
Arthur Andersen LLP


Chicago, Illinois
June 27, 2001

                                        1





                        Nicor Gas Savings Investment Plan

             Statements of Net Assets Available for Benefits




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

  Investment in the Trust                    $144,122,876    $146,193,352

  Receivables:

    Participant contributions                     160,509         156,448

    Employer contributions                         88,599          86,898
                                             ------------    ------------
                                                  249,108         243,346
                                             ------------    ------------
Net assets available for benefits            $144,371,984    $146,436,698
                                             ============    ============






        Statements of Changes in Net Assets Available for Benefits



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

Net increase in Plan assets from investment
    activities of the Trust                    $  4,992,709      $ 14,045,350

Contributions:

     Participant                                  5,142,338         5,091,528

     Employer                                     2,375,630         2,251,401
                                               ------------      ------------
                                                  7,517,968         7,342,929

Distributions to participants                   (14,695,718)      (11,774,889)

Transfers, net and other                            120,327           765,470
                                               ------------      ------------
Net (decrease) increase                          (2,064,714)       10,378,860

Net assets available for benefits at
   beginning of year                            146,436,698       136,057,838
                                               ------------      ------------

Net assets available for benefits at
   end of year                                 $144,371,984      $146,436,698
                                               ============      ============


The accompanying notes are an integral part of these statements.

                                        2





                        Nicor Gas Savings Investment Plan
                        Notes to the Financial Statements

PLAN INFORMATION

The following description of the Nicor Gas Savings Investment Plan (the Plan)
provides only general information. Participants should refer to the Plan
agreement for more detailed information.

The Plan. The Plan is a defined contribution plan which was established on July
1, 1973, to provide supplemental retirement security to substantially all
employees of Nicor Gas Company (the Company), not represented by a collective
bargaining agreement. The funds of the Plan are commingled with the funds of the
Nicor Gas Thrift Plan and held for safekeeping and investment by the Nicor Gas
Savings Investment and Thrift Trust (the Trust). The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

Plan administration. Authority to control and manage the operation and
administration of the Plan is vested in a committee appointed by the Board of
Directors of the Company. Beginning on September 1, 2000, the Vanguard Fiduciary
Trust Company acts as trustee for the Trust and holds the investments of the
Plan under the terms of a trust agreement. The Vanguard Fiduciary Trust Company
also acts as investment manager for certain assets of the Plan. During 1999 and
for the first eight months of 2000, The Northern Trust Company acted in a
similar capacity for the Trust and the investments of the Plan. Administrative
expenses associated with operation of the Plan are paid from Plan assets.

Contributions. The participant may elect to make either tax-deferred or
after-tax contributions, or a combination thereof, by payroll deduction, that
are partially matched by the Company. For employees hired on and after January
1, 1998, the Company makes an additional annual contribution subject to service
requirements. Beginning in 1998, the Plan began to accept certain rollovers.
Participants direct the investment of their contributions into various
investment options offered by the Plan.

Participant loans. Beginning in 1998, participants may borrow a minimum of
$1,000 up to a maximum equal to the lesser of $50,000 or 50 percent of their
vested account balance. Loans are repayable through payroll deductions over
periods ranging from six months to five years, and are secured by the balance in
the participant's account. The interest rate is based on the prime rate plus 1
percent and is fixed over the life of the loan. The interest rate was 10.5
percent and 9.5 percent at December 31, 2000 and 1999, respectively.

Vesting and forfeitures. The participant's contributions and earnings thereon
are immediately vested. The Company's contributions and earnings thereon are
vested after the participant's completion of five years of service, the
participant's death while employed by the Company or retirement.

If the participant's interest in the Company's contributions and earnings
thereon is not vested, such interest will be forfeited if the participant's
employment with the Company or an affiliate is terminated and the participant is
not reemployed within five years by the Company or an affiliate. Any amounts
forfeited by a participant are applied to reduce the amount of the Company's
contributions under the Plan. Forfeitures for 2000 and 1999 totaled $51,603 and
$25,875 respectively.



                                        3


<PAGE>



                      Nicor Gas Savings Investment Plan
                Notes to the Financial Statements (Continued)


Suspensions and withdrawals. The participant may suspend contributions and will
not cease to be a participant during the suspension period.

The participant may elect, under certain conditions, to withdraw participant
contributions and earnings thereon prior to termination of employment. The
Company's matching contributions and earnings thereon will not be distributed
until the vested participant's attainment of age 59-1/2 or employment has been
terminated.

Plan termination. The Company expects to continue the Plan indefinitely, but
reserves the right to amend or discontinue it at any time subject to the
provisions of ERISA. In the event of plan termination, participants will become
fully vested in their account balances.

ACCOUNTING POLICIES

Investment valuation. The Plan states its investment in the Trust at the
underlying value of the investments of the Trust as follows:

Group annuity contracts are recorded at contract value. Contract value
represents contributions made plus interest at the various contract rates, less
Plan withdrawals and administrative expenses. The aggregate market value of the
group annuity contracts at December 31, 2000 and 1999, approximated contract
value. Estimated market value is based on a variety of factors, such as contract
terms, interest rate, maturity date and credit worthiness of the issue. The
average return was approximately 6.7 percent and 6.8 percent for the years ended
December 31, 2000 and 1999, respectively.

The market value for Nicor Inc. common stock is based on the closing price on
the New York Stock Exchange Composite Tape.

The market value of the units of the common/collective trusts and registered
investment companies are determined based on the underlying market value of the
investments of the funds.

Market risk. The Plan provides for investments that generally are exposed to
various risks, such as interest rate, credit and overall market volatility
risks. Due to the level of risk associated with certain investment securities,
it is reasonably possible that changes in their values will occur in the near
term and such changes could materially affect the amounts reported in the
statements of net assets available for benefits.

Allocation provisions. The Trust's net investment gain (loss) is allocated daily
to the Plan based on the beginning ratio of the Plan's investment balance to
total Trust investments.

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

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



                                        4


<PAGE>


                      Nicor Gas Savings Investment Plan
                Notes to the Financial Statements (Continued)


INCOME TAXES

The Internal Revenue Service has determined and informed the Company by a letter
dated January 16, 1997, that the Plan is qualified and the Trust established
under the Plan is tax exempt under Section 401(a) of the Internal Revenue Code
(the Code). The Plan's management believes that the Plan and related Trust
continue to be designed and operated in compliance with the requirements of the
Code.

NET TRANSFER FROM NICOR GAS THRIFT PLAN

If an employee transfers between the Nicor Gas Thrift Plan and the Nicor Gas
Savings Investment Plan, their account balance is transferred into a new account
in their current plan. During 2000 and 1999, a net transfer of $227,143 and
$822,994 respectively, was made from the Nicor Gas Thrift Plan to the Nicor Gas
Savings Investment Plan.

TRUST FINANCIAL INFORMATION

The following schedules present the Trust's net assets as of December 31, 2000
and 1999, the increase in the Trust's net assets derived from investment
activities for the years then ended and the Plan's share of each:


                               Net Assets in Trust

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

    General Investments:

       Group annuity contracts              $ 96,063,876       $112,587,125

       Common/collective trusts*                       -         21,990,550

       Nicor Inc. common stock*               27,797,585         23,080,168

       Registered investment companies*      135,135,569        104,432,679

       Loans to participants*                  4,714,506          3,797,948

    Other assets                                       -            349,741
                                            ------------       ------------
                                             263,711,536        266,238,211
 Liabilities:

    Operating payables                            31,514             94,739
                                            ------------       ------------
    Net assets in Trust                     $263,680,022       $266,143,472
                                            ============       ============
    Plan's interest in Trust net assets     $144,122,876       $146,193,352
                                            ============       ============

* Includes Party-in-Interest Investments.


                                        5

<PAGE>


                      Nicor Gas Savings Investment Plan
                Notes to the Financial Statements (Concluded)


                           Trust Investment Activities



                                                Year Ended December 31
                                            -------------------------------
                                                2000               1999
                                            ------------       ------------
 Investment income:

   Interest                                 $  7,917,238       $  8,388,351

   Dividends                                     934,127            967,266

   Net change in market value
     of Nicor Inc. common stock                7,782,502         (5,779,130)


   Net investment gain from
     common/collective trusts                    859,623            193,751

   Net investment (loss) gain from
     registered investment companies          (5,599,494)        19,329,540
                                            ------------       ------------
                                              11,893,996         23,099,778

 Administrative expenses                        (273,581)          (308,720)
                                            ------------       ------------
 Increase in Trust net assets
   derived from investment activities       $ 11,620,415       $ 22,791,058
                                            ============       ============
 Plan's interest in Trust
   investment activities                    $  4,992,709       $ 14,045,350
                                            ============       ============



                                        6



                                                                 Nicor Inc.
                                                                 Form 10-K/A
                                                                 Exhibit 99.03


                   Report of Independent Public Accountants


To the Nicor Gas Thrift
  Plan Committee:

We have audited the accompanying statements of net assets available for benefits
of the Nicor Gas Thrift Plan (the Plan) as of December 31, 2000 and 1999, and
the related statements of changes in net assets available for benefits for the
years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements 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 net assets available for benefits of the Plan as of
December 31, 2000 and 1999, and the changes in net assets available for benefits
for the years then ended in conformity with accounting principles generally
accepted in the United States.


ARTHUR ANDERSEN LLP
Arthur Andersen LLP


Chicago, Illinois
June 27, 2001


                                        1




                              Nicor Gas Thrift Plan

             Statements of Net Assets Available for Benefits

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

    Investment in Trust                      $119,557,146   $119,950,120

    Receivables:

       Participant contributions                  139,814        142,174

       Employer contributions                      55,735         56,163
                                             ------------   ------------
                                                  195,549        198,337
                                             ------------   ------------
Net assets available for benefits            $119,752,695   $120,148,457
                                             ============   ============





          Statements of Changes in Net Assets Available for Benefits

                                                   Year ended December 31
                                              -------------------------------
                                                  2000               1999
                                              ------------       ------------
Net increase in Plan assets from investment
    activities of the Trust                   $  6,627,706       $  8,745,708

Contributions:

     Participant                                 3,724,347          3,692,076

     Employer                                    1,473,921          1,440,083
                                              ------------       ------------
                                                 5,198,268          5,132,159

Distributions to participants                  (11,957,711)       (10,603,894)

Transfers, net and other                          (264,025)          (876,831)
                                              ------------       ------------
Net (decrease) increase                           (395,762)         2,397,142

Net assets available for benefits at
   beginning of year                           120,148,457        117,751,315
                                              ------------       ------------
Net assets available for benefits at
   end of year                                $119,752,695       $120,148,457
                                              ============       ============


The accompanying notes are an integral part of these statements.

                                        2






                              Nicor Gas Thrift Plan
                        Notes to the Financial Statements

PLAN INFORMATION

The following description of the Nicor Gas Thrift Plan (the Plan) provides only
general information. Participants should refer to the Plan agreement for more
detailed information.

The Plan. The Plan is a defined contribution plan which was established on July
1, 1973, to provide supplemental retirement security to substantially all
employees of Nicor Gas Company (the Company), represented by a collective
bargaining agreement. The funds of the Plan are commingled with the funds of the
Nicor Gas Savings Investment Plan and held for safekeeping and investment by the
Nicor Gas Savings Investment and Thrift Trust (the Trust). The Plan is subject
to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).

Plan administration. Authority to control and manage the operation and
administration of the Plan is vested in a committee appointed by the Board of
Directors of the Company. Beginning on September 1, 2000, the Vanguard Fiduciary
Trust Company acts as trustee for the Trust and holds the investments of the
Plan under the terms of a trust agreement. The Vanguard Fiduciary Trust Company
also acts as investment manager for certain assets of the Plan. During 1999 and
for the first eight months of 2000, The Northern Trust Company acted in a
similar capacity for the Trust and the investments of the Plan. Administrative
expenses associated with operation of the Plan are paid from Plan assets.

Contributions. The participant may elect to make either tax-deferred or
after-tax contributions, or a combination thereof, by payroll deduction, that
are partially matched by the Company. For employees hired on and after January
1, 1998, the Company makes an additional annual contribution subject to service
requirements. Participants direct the investment of their contributions into
various investment options offered by the Plan.

Participant loans. Beginning in 1998, participants may borrow a minimum of
$1,000 up to a maximum equal to the lesser of $50,000 or 50 percent of their
vested account balance. Loans are repayable through payroll deductions over
periods ranging from six months to five years, and are secured by the balance in
the participant's account. The interest rate is based on the prime rate plus 1
percent and is fixed over the life of the loan. The interest rate was 10.5
percent and 9.5 percent at December 31, 2000 and 1999, respectively.

Vesting and forfeitures. The participant's contributions and earnings thereon
are immediately vested. The Company's contributions and earnings thereon are
vested after the participant's completion of five years of service, the
participant's death while employed by the Company or retirement.

If the participant's interest in the Company's contributions and earnings
thereon is not vested, such interest will be forfeited if the participant's
employment with the Company or an affiliate is terminated and the participant is
not reemployed within five years by the Company or an affiliate. Any amounts
forfeited by a participant are applied to reduce the amount of the Company's
contributions under the Plan. Forfeitures for 2000 and 1999 totaled $10,833 and
$12,880, respectively.



                                        3


<PAGE>



                            Nicor Gas Thrift Plan
                Notes to the Financial Statements (Continued)


Suspensions and withdrawals. The participant may suspend contributions and will
not cease to be a participant during the suspension period.

The participant may elect, under certain conditions, to withdraw participant
contributions and earnings thereon prior to termination of employment. The
Company's matching contributions and earnings thereon will not be distributed
until the vested participant's attainment of age 59-1/2 or employment has been
terminated.

Plan termination. The Company expects to continue the Plan indefinitely, but
reserves the right to amend or discontinue it at any time in a manner consistent
with any collective bargaining agreement and subject to the provisions of ERISA.
In the event of plan termination, participants will become fully vested in their
account balances.

ACCOUNTING POLICIES

Investment valuation. The Plan states its investment in the Trust at the
underlying value of the investments of the Trust as follows:

Group annuity contracts are recorded at contract value. Contract value
represents contributions made plus interest at the various contract rates, less
Plan withdrawals and administrative expenses. The aggregate market value of the
group annuity contracts at December 31, 2000 and 1999, approximated contract
value. Estimated market value is based on a variety of factors, such as contract
terms, interest rate, maturity date and credit worthiness of the issue. The
average return was approximately 6.7 percent and 6.8 percent for the years ended
December 31, 2000 and 1999, respectively.

The market value for Nicor Inc. common stock is based on the closing price on
the New York Stock Exchange Composite Tape.

The market value of the units of the common/collective trusts and registered
investment companies are determined based on the underlying market value of the
investments of the funds.

Market risk. The Plan provides for investments that generally are exposed to
various risks, such as interest rate, credit and overall market volatility
risks. Due to the level of risk associated with certain investment securities,
it is reasonably possible that changes in their values will occur in the near
term and such changes could materially affect the amounts reported in the
statements of net assets available for benefits.

Allocation provisions. The Trust's net investment gain (loss) is allocated daily
to the Plan based on the beginning ratio of the Plan's investment balance to
total Trust investments.

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

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



                                        4


<PAGE>


                            Nicor Gas Thrift Plan
                Notes to the Financial Statements (Continued)


INCOME TAXES

The Internal Revenue Service has determined and informed the Company by a letter
dated January 16, 1997, that the Plan is qualified and the Trust established
under the Plan is tax exempt under Section 401(a) of the Internal Revenue Code
(the Code). The Plan's management believes that the Plan and related Trust
continue to be designed and operated in compliance with the requirements of the
Code.

NET TRANSFER TO NICOR GAS SAVINGS INVESTMENT PLAN

If an employee transfers between the Nicor Gas Thrift Plan and the Nicor Gas
Savings Investment Plan, their account balance is transferred into a new account
in their current plan. During 2000 and 1999, a net transfer of $227,143 and
$822,994, respectively, was made from the Nicor Gas Thrift Plan to the Nicor Gas
Savings Investment Plan.


TRUST FINANCIAL INFORMATION

The following schedules present the Trust's net assets as of December 31, 2000
and 1999, the increase in the Trust's net assets derived from investment
activities for the years then ended and the Plan's share of each:

                               Net Assets in Trust

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

    General Investments:

       Group annuity contracts              $ 96,063,876      $112,587,125

       Common/collective trusts*                       -        21,990,550

       Nicor Inc. common stock*               27,797,585        23,080,168

       Registered investment companies*      135,135,569       104,432,679

       Loans to participants*                  4,714,506         3,797,948

    Other assets                                       -           349,741
                                            ------------      ------------
                                             263,711,536       266,238,211

 Liabilities:

    Operating payables                            31,514            94,739
                                            ------------      ------------
    Net assets in Trust                     $263,680,022      $266,143,472
                                            ============      ============

    Plan's interest in Trust net assets     $119,557,146      $119,950,120
                                            ============      ============

* Includes Party-in-Interest Investments.

                                        5

<PAGE>


                            Nicor Gas Thrift Plan
                Notes to the Financial Statements (Concluded)


                           Trust Investment Activities


                                               Year Ended December 31
                                         ---------------------------------
                                             2000                 1999
                                         ------------         ------------
 Investment income:

   Interest                              $  7,917,238         $  8,388,351

   Dividends                                  934,127              967,266

   Net change in market value
     of Nicor Inc. common stock             7,782,502           (5,779,130)

   Net investment gain from
     common/collective trusts                 859,623              193,751

   Net investment (loss) gain from
     registered investment companies       (5,599,494)          19,329,540
                                         ------------         ------------
                                           11,893,996           23,099,778

 Administrative expenses                     (273,581)            (308,720)
                                         ------------         ------------
 Increase in Trust net assets
     derived from investment activities  $ 11,620,415         $ 22,791,058
                                         ============         ============
 Plan's interest in Trust
     investment activities               $  6,627,706         $  8,745,708
                                         ============         ============




                                        6




                                                            Nicor Inc.
                                                            Form 10-K/A
                                                            Exhibit 99.04




              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To the Birdsall, Inc. Retirement
  Savings Plan Committee:

We have audited the accompanying statements of net assets available for benefits
of the Birdsall, Inc. Retirement Savings Plan (the Plan) as of December 31, 2000
and 1999, and the related statement of changes in net assets available for
benefits for the years ended December 31, 2000 and 1999. These financial
statements and the schedule referred to below are the responsibility of the
Plan's management.  Our responsibility is to express an opinion on these
financial statements 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 net assets available for benefits of the Plan as of
December 31, 2000 and 1999, and the changes in net assets available for benefits
for the years ended December 31, 2000 and 1999 in conformity with accounting
principles generally accepted in the United States.

Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental schedule of assets held for
investment purposes as of December 31, 2000 is presented for purposes of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.


ARTHUR ANDERSEN LLP
Arthur Andersen LLP


West Palm Beach, Florida
June 27, 2001


<PAGE>







                     BIRDSALL, INC. RETIREMENT SAVINGS PLAN


               STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

                        AS OF DECEMBER 31, 2000 AND 1999



                                                        2000          1999

ASSETS:
  Investments in Trust (Note 3)                       $35,836,926   $35,365,069
                                                      -----------   -----------
  Receivables-
   Employer                                               538,560       275,800
   Participants                                           226,777         9,806
                                                      -----------   -----------
                                                          765,337       285,606

      Total assets                                     36,602,263    35,650,675
                                                      -----------   -----------

LIABILITIES:
  Other                                                         -       245,167
                                                      -----------   -----------
      Total liabilities                                         -       245,167
                                                      -----------   -----------

NET ASSETS AVAILABLE FOR BENEFITS                     $36,602,263   $35,405,508
                                                      ===========   ===========


The accompanying notes to the financial statements are an integral part of these
statements.




<PAGE>


                     BIRDSALL, INC. RETIREMENT SAVINGS PLAN


          STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

                FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999



                                                         2000          1999
                                                      ----------    ----------
ADDITIONS:
  Investment income-
   Dividend income                                    $   79,400    $   68,589
   Interest income                                     1,286,337       642,991
   Net appreciation (depreciation) in market value
     of Nicor, Inc. common stock                         417,923      (285,619)
   Net investment gain (loss) from                    (1,754,001)    3,336,356
     common/collective trusts
   Net investment gain (loss) from registered
     investment companies                               (115,424)      199,910
                                                      ----------    ----------
                                                         (85,765)    3,962,227
                                                      ----------    ----------

  Contributions-
   Participants                                        2,393,942     2,010,097
   Employer                                            1,475,156     1,348,949
                                                      ----------    ----------
                                                       3,869,098     3,359,046

        Total additions                                3,783,333     7,321,273
                                                      ----------    ----------

DEDUCTIONS:
  Distributions to participants                        2,511,679     2,441,145
  Administrative expenses and other                       74,899        36,273
                                                      ----------    ----------
        Total deductions                               2,586,578     2,477,418
                                                      ----------    ----------

        Net increase                                   1,196,755     4,843,855

NET ASSETS AVAILABLE FOR BENEFITS,
  beginning of year                                   35,405,508    30,561,653
                                                      ----------    ----------

NET ASSETS AVAILABLE FOR BENEFITS,
  end of year                                        $36,602,263   $35,405,508
                                                      ==========    ==========



The accompanying notes to the financial statements are an integral part of these
statements.



                                       -4-





                     BIRDSALL, INC. RETIREMENT SAVINGS PLAN


                        NOTES TO THE FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999



1. PLAN INFORMATION
   ----------------

The following description of the Birdsall, Inc. Retirement Savings Plan provides
only general information. Participants should refer to the Plan agreement for
more detailed information.

     The Plan

Birdsall, Inc. (the "Company") established the Tropical Shipping Savings
Investment Plan (the "Savings Investment Plan") on September 1, 1983, to provide
its eligible employees with an opportunity to accumulate retirement savings.
Effective January 1, 1990, the Birdsall, Inc. Profit Sharing Plan was merged
into the Savings Investment Plan and re-designated as the Birdsall, Inc.
Retirement Savings Plan (the "Plan"). The funds of the Plan are held for
safekeeping and investment by the Birdsall, Inc. Retirement Savings Plan Trust
(the "Trust"). The Plan is a defined contribution plan and is subject to the
provisions of the Employee Retirement Income Security Act of 1974, as amended
("ERISA").

     Plan Administration

Authority to control and manage the operation and administration of the Plan is
vested in a committee appointed by the Board of Directors of the Company.
Beginning on December 1, 2000, the Vanguard Group, Inc. acts as trustee for the
Trust and holds the investments of the Plan under the terms of a trust
agreement. The Vanguard Group, Inc. also acts as investment manager for certain
investments of the Plan. During 1999 and for the first eleven months of 2000,
the Northern Trust Company acted in a similar capacity for the Trust and the
investments of the Plan. Administrative expenses associated with the operation
of the Plan are paid from Plan assets.

     Contributions

The participants may elect to make, by payroll deduction, either tax-deferred or
after-tax contributions, or any combination thereof that are partially matched
by the Company. The Company also pays an annual discretionary profit sharing
contribution allocated equally to eligible participants. In addition, the Plan
accepts certain rollovers. Participants direct the investment of their
contributions into various investment options offered by the Plan.




                                       -2-




     Participant Loans

Participants may borrow a minimum of $1,000 up to a maximum equal to the lessor
of $50,000 or 50% of their vested account balance. Loans are repayable through
payroll deductions over periods ranging up to 60 months. The interest rate is
determined as the prime rate plus 1 percent and is fixed over the term of the
loan. The average interest rate for outstanding participant loans as of December
31, 2000 and 1999, was 10.22 and 8.83 percent, respectively.

     Vesting and Forfeitures

A participant's contributions and earnings thereon are immediately vested. The
Company's contributions and earnings thereon are vested after the participant's
completion of five years of service, the participant's death while employed by
the Company or retirement. If the participant's interest in the Company's
contributions and earnings thereon is not vested, such interest will be
forfeited if the participant's employment with the Company or an affiliate is
terminated and the participant is not reemployed within five years by the
Company or an affiliate. Any amounts forfeited by a participant are applied to
reduce the amount of the Company's contributions under the Plan.

     Suspensions and Withdrawals

A participant may suspend contributions and will not cease to be a participant
during the suspension period.

A participant may elect, under certain conditions, to withdraw participant
contributions and earnings thereon prior to termination of employment. The
Company's matching contributions and earnings thereon will not be distributed
until the vested participant's attainment of age 59-1/2 or employment has been
terminated.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      ------------------------------------------

     Basis of Accounting

The financial statements of the Plan have been prepared on the accrual basis of
accounting.

     Plan Termination

The Company expects to continue the Plan indefinitely, but reserves the right to
amend or discontinue it at any time subject to the provisions of ERISA. In the
event of Plan termination, participants will become fully vested in their
account balances.

     Investment Valuation

The Plan states its investment in the Trust at the underlying value of the
investments of the Trust as follows:

Group annuity contracts are recorded at contract value. Contract value
represents contributions made plus interest at the various contract rates, less
Plan withdrawals and administrative expenses. The aggregate market value of the
group annuity contracts at December 31, 2000 and 1999 approximated contract
value. Estimated market value is based on a variety of factors, such as contract
terms, interest rate, maturity date and credit worthiness of the issue. For the
years ended December 31, 2000 and 1999, the average yield on the contracts,
which equals the average crediting interest rate was 6.6% and 6.5%,
respectively. There are no reserves against contract value for credit risk of
the issuers of contracts or otherwise.

The market value for Nicor, Inc. common stock is based on the closing price on
the New York Stock Exchange Composite Tape.

The market value of the units of the common/collective trusts and registered
investment companies are determined based on the underlying market value of the
investments of the funds.

     Use of Estimates

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

     Reclassification

Certain reclassifications were made to conform the prior year's financial
statements to the current year's presentation. During the year ended December
31, 2000, Company management determined that the $233,400 liability, related to
forfeitures, established during the year ended December 31, 1999 was not
appropriate. Accordingly, in 2000 this liability was reversed to reduce
contributions in the accompanying financial statements.

3. INVESTMENTS

The fair value of fund investments as of December 31, 2000 and 1999, that
represent 5% or more of the Plan's net assets are as follows:

                                                     2000            1999
                                                 ------------    ------------
John Hancock Financial  Services
   group annuity contract                        $ 1,888,838     $ 2,748,654
Providian  Capital  Management
   group annuity contract                                  -       2,149,074
Travelers group annuity contract                           -       1,778,111
Allstate Life Insurance
   group annuity contract                          1,988,374       1,952,013
Pacific Life Insurance
   group annuity contract                          3,736,028               -
Interest bearing cash*                                     -       1,874,063
Collective stock index fund*                      21,133,537      17,429,908
NICOR Inc. common stock fund*                      2,106,771               -
Collective aggregate bond index fund*                      -       1,949,751


  *Indicates Party-in-Interest Investment


4. INCOME TAXES
   ------------

The Internal Revenue Service has determined and informed the Company by a letter
dated January 23, 1997, that the Plan is qualified and the Trust established
under the Plan is tax exempt under Section 401(a) of the Internal Revenue Code
(the Code). The Plan's management believes that the Plan and related Trust
continue to be designed and operated in compliance with the requirements of the
Code.

5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
   ---------------------------------------------------

At December 31, 1999, the Plan had $80,908, of pending participant
distributions. The Plan must pass certain operational tests in compliance with
Section 401(a) of the Internal Revenue Code. The tests have not been completed
for the year ended December 31, 2000. However, the Plan sponsor commits to
conducting the tests and deems the pending participant distributions at December
31, 2000 to be an immaterial amount. Pending distributions are recorded as a
liability in the Plan's Form 5500; however, they are not recognized as
liabilities for financial statement purposes. These distributions are reflected
in the statement of changes in net assets available for benefits when actually
paid.




<PAGE>


<TABLE>



                                               BIRDSALL, INC. RETIREMENT SAVINGS PLAN


                               SCHEDULE H, PART IV, LINE 4I - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES

                                                               DECEMBER 31, 2000

<CAPTION>


  Identity of Issue, Borrower                  Description of Investment Including
        or Similar Party                      Maturity Date, Date, Rate of Interest              Cost          Current Value
--------------------------------         ----------------------------------------------      ------------    ----------------

<S>                                       <C>                                                 <C>               <C>
 John Hancock Financial Services           Group annuity contract: maturity March 2002;
                                                6.37% fixed interest rate                     $1,888,838        $1,888,838

 Providian Capital Management              Group annuity contract: maturing March 2002;
                                                6.44% fixed interest rate                      1,525,255         1,525,255

 Allstate Life Insurance Company           Group annuity contract: maturing March 2003;
                                                6.22% fixed interest rate                      1,988,374         1,988,374

 Pacific Life Insurance Company            Group annuity contract: maturing March 2005;
                                                7.57% fixed interest rate                      3,736,028         3,736,028

 Travelers Insurance Company               Group annuity contract: maturing March 2004;
                                                6.14% fixed interest rate                      1,779,564         1,779,564

 Transamerica Asset Management             Group annuity contract: maturing April 2002;
                                                6.87% fixed interest rate                        333,727           333,727

 (A)  Nicor, Inc.                          Common stock at $2.50 par value                     1,688,848         2,106,771

 (A)  Participant Notes Receivable         Participant loans earning interest from                                 438,544
                                                8.75% - 10.50%

 (A)  Vanguard American Century            Registered investment company                         725,865           662,348
      International

 (A)  Vanguard Managers Special Equity     Registered investment company                       1,159,296         1,072,888

 (A)  Vanguard 500 Index Fund              Registered investment company                      14,045,580        14,071,285

 (A)  Vanguard Balanced Index              Registered investment company                       5,318,220         5,327,016

 (A)  Vanguard                             Short-term investment fund                            906,288           906,288
                                                                                                               -----------

                                                                                                               $35,836,926

<FN>

(A)       Denotes party-in-interest investment.

</FN>
</TABLE>