UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                                   
                                FORM 10-K/A
                              Amendment No. 1
    


(Mark One)
          
[ X ]  Annual Report Pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934
       For the fiscal year ended December 31, 1997
       or
[   ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934
       For the transition period from            to            

Commission file number 1-7297


                                  NICOR INC.                    
            (Exact name of registrant as specified in its charter)
          
                Illinois                                        36-2855175    
     (State or other jurisdiction of                         (I.R.S. Employer
      incorporation or organization)                        Identification No.)
                 

                   1844 Ferry Road                                             
                Naperville, Illinois                            60563-9600   
      (Address of principal executive offices)                  (Zip Code)     
      

Registrant's telephone number, including area code:  (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, 1998, 48,096,993 common shares were outstanding, and the
aggregate market value of voting securities held by non-affiliates of the
registrant was approximately $2.0 billion.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the company's 1998 Annual Meeting Definitive Proxy Statement,
dated March 6, 1998, are incorporated by reference into Part III.

                                                                           


   
                            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.
    





Nicor Inc.                                                                  

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 29, 1998                        By       DAVID L. CYRANOSKI      
                                                    David L. Cyranoski
                                                  Senior Vice President,
                                                 Secretary and Controller
    



Nicor Inc.                                                           Page 38

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                  39

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

      3)    Exhibits Filed:

            See Exhibit Index on pages 41 through 45 filed herewith.

(b)         The company did not file a report on Form 8-K during the fourth
            quarter of 1997.

 



Nicor Inc.                                                           Page 41

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    *  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.)




Nicor Inc.                                                           Page 42

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 July 15, 1992, of Nicor Gas to
             Continental Bank, National Association, Trustee, under Indenture
             dated as of January 1, 1954.  (File No. 1-7296, Form 10-Q for June 
             1992, Nicor Gas, Exhibit 4-01.)

  4.10    *  Supplemental Indenture, dated February 1, 1993, of Nicor Gas to
             Continental Bank, National Association, Trustee, under Indenture
             dated as of January 1, 1954.  (File No. 1-7296,   Form 10-K for 
             1992, Nicor Gas, Exhibit 4-17.)

  4.11    *  Supplemental Indenture, dated May 1, 1993, of Nicor Gas to
             Continental Bank, National Association, Trustee, under Indenture
             dated as of January 1, 1954.  (File No. 1-7296, Form 10-Q for
             March 1993, Nicor Gas, Exhibit 4-02.)

  4.12    *  Supplemental Indenture, dated July 1, 1993, of Nicor Gas to
             Continental Bank, National Association, Trustee, under Indenture
             dated as of January 1, 1954.  (File No. 1-7296, Form 10-Q for
             June 1993, Nicor Gas, Exhibit 4-01.)

  4.13    *  Supplemental Indenture, dated August 15, 1994, of Nicor Gas to
             Continental Bank, Trustee, under Indenture dated as of January 1,
             1954.  (File No. 1-7296, Form 10-Q for September 1994, Nicor Gas, 
             Exhibit 4.01.)

  4.14    *  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.)




Nicor Inc.                                                           Page 43

Exhibit Index (continued)

Exhibit
 Number                           Description of Document                     

  4.15    *  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.)

  4.16    *  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.)

  4.17    *  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.)

  4.18    *  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.)

  4.19    *  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.)

  4.20    *  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.)

             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    *  Security Payment Plan.  (File No. 1-7297, Form 10-K for 1980,
             Nicor Inc., Exhibit 10-09.)

 10.02    *  1984 Nicor Officers' Capital Accumulation Plan Participation
             Agreement.  (File No. 1-7297, Form 10-K for 1988, Nicor Inc.,
             Exhibit 10-10.)

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

 10.03    *  1984 Nicor Directors' Capital Accumulation Plan Participation
             Agreement.  (File No. 1-7297, Form 10-K for 1983, Nicor Inc.,
             Exhibit 10-13.)





Nicor Inc.                                                           Page 44

Exhibit Index (continued)

Exhibit
 Number                           Description of Document                     

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

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

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

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

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

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

 10.09    *  Nicor Gas Supplementary Retirement Plan.  (File No. 1-7297,
             Form 10-K for 1989, Nicor Inc., Exhibit 10-24.)

 10.10    *  Nicor Gas Supplementary Savings Plan.  (File No. 1-7297,
             Form 10-K for 1989, Nicor Inc., Exhibit 10-25.)

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

 10.12    *  1995 Long-Term Incentive Program.  (File No. 1-7297, Form 10-K
             for 1994, Nicor Inc., Exhibit 10.17.)

 10.13    *  1996 Nicor Incentive Compensation Plan.  (File No. 1-7297,
             Form 10-K for 1995, Nicor Inc., Exhibit 10.17.)

 10.14    *  1996 Nicor Gas Incentive Compensation Plan.  (File No. 1-7297,
             Form 10-K for 1995, Nicor Inc., Exhibit 10.18.)

 10.15    *  1996 Long-Term Incentive Program.  (File No. 1-7297, Form 10-K
             for 1995, Nicor Inc., Exhibit 10.19.)

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

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

 10.18    *  1997 Nicor Inc. Incentive Compensation Plan.  (File No. 1-7297,
             Form 10-K for 1996, Nicor Inc., Exhibit 10.17.)





Nicor Inc.                                                           Page 45

Exhibit Index (concluded)

Exhibit
 Number                           Description of Document                     

 10.19    *  1997 Nicor Gas Incentive Compensation Plan.  (File No. 1-7297,
             Form 10-K for 1996, Nicor Inc., Exhibit 10.18.)

 10.20    *  1997 Long-Term Incentive Program.  (File No. 1-7297, Form 10-Q
             for March 1997, Nicor Inc., Exhibit 10.01.)

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

 10.22       Amendment to Nicor Inc. Stock Deferral Plan.

 10.23       1998 Nicor Incentive Compensation Plan.

 10.24       1998 Nicor Gas Incentive Compensation Plan.

 10.25       1998 Long-Term Incentive Program.

Exhibits 10.01 through 10.25 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.

 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.

 27.01       Financial Data Schedule.

 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 1997.

 99.03       Financial Statements of the Nicor Gas Thrift Plan for 1997.

 99.04       Financial Statements of the Birdsall, Inc. Retirement Savings
             Plan for 1997.
    
* 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.