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**FORM      8-K**

**CURRENT      REPORT**

**December      19, 2007 (December 18, 2007)**

**NICOR      INC.**

| **Illinois**                                | **1-7297**                  | **36-2855175**                        |
|---------------------------------------------|-----------------------------|---------------------------------------|
| (State                or other jurisdiction | (Commission                 | (I.R.S.                Employer       |
| Of                incorporation)            | File                Number) | Identification                Number) |

**1844      Ferry Road**

**Naperville,      Illinois 60563-9600**

**(630)      305-9500**

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**                                                                                                         Page      1**

**Item      5.02              **
**Departure      of Directors or Certain Officers; Election of Directors; Appointment of Certain      Officers; Compensatory Arrangements of Certain Officers.**

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**                                                                                                         Page      2**

**Item      9.01               **
**Financial      Statements and Exhibits**

| Exhibit              No.                           |   | Description                                                                                                                                                  |
|----------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                               |   |                                                                                                                                                              |
|                      10.1 |   | Amended              and Restated Change-in-Control Agreement dated as of December 18, 2007              between Nicor Inc. and Russ M. Strobel                   |
|                                               |   |                                                                                                                                                              |
|                      10.2 |   | Amended              and Restated Change-in-Control Agreement dated as of December 18, 2007              between Nicor Inc. and Richard. L. Hawley                |
|                                               |   |                                                                                                                                                              |
|                      10.3 |   | Amended              and Restated Change-in-Control Agreement dated as of December 18, 2007              between Nicor Inc. and Daniel R. Dodge                   |
|                                               |   |                                                                                                                                                              |
|                      10.4 |   | Amended              and Restated Change-in-Control Agreement dated as of December 18, 2007              between Nicor Inc. and Paul C. Gracey, Jr.               |
|                                               |   |                                                                                                                                                              |
|       10.5      |   | Amended              and Restated Change-in-Control Agreement dated as of December 18, 2007              between Nicor Inc. and Claudia J.              Colalillo |

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**                                                                                                         Page      3**

**Signature**

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**                                                                                                         Page      4**

**Exhibit      Index**

| Exhibit |   |                                                                                                                                                                     |
|---------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Number  |   | Description                of Document                                                                                                                                   |
|    |   |                                                                                                                                                                     |
| 10.1    |   | Amended              and Restated Change-in-Control Agreement dated as of December 18, 2007              between Nicor Inc. and Russ M. Strobel                          |
|    |   |                                                                                                                                                                     |
| 10.2    |   | Amended              and Restated Change-in-Control Agreement dated as of December 18, 2007              between Nicor Inc. and Richard. L. Hawley                       |
|    |   |                                                                                                                                                                     |
| 10.3    |   | Amended                and Restated Change-in-Control Agreement dated as of December 18,                2007                between Nicor Inc. and Daniel R. Dodge  |
|    |   |                                                                                                                                                                     |
| 10.4    |   | Amended              and Restated Change-in-Control Agreement dated as of December 18, 2007              between Nicor Inc. and Paul C. Gracey, Jr.                      |
|    |   |                                                                                                                                                                     |
| 10.5    |   | Amended              and Restated Change-in-Control Agreement dated as of December 18, 2007              between Nicor Inc. and Claudia J.              Colalillo        |