UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549








**FORM
      8-K**


**CURRENT
      REPORT**





Pursuant
      to Section 13 or 15(d) of the


Securities
      Exchange Act of 1934








**November
      29, 2007**


Date
      of
      Report (Date of earliest event reported)











**NICOR
      INC.**


(Exact
      name of registrant as specified in its charter)








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








**1844
      Ferry Road**


**Naperville,
      Illinois 60563-9600**


(Address
      of principal executive offices) (Zip Code)





**(630)
      305-9500**


(Registrant’s
      telephone number, including area code)








Check
      the
      appropriate box below if the Form 8-K filing is intended to simultaneously
      satisfy the filing obligation of the registrant under any of the following
      provisions (see General Instruction A.2. below):




[
      ]  Written
      communications pursuant to Rule 425 under the Securities Act (17 CFR
      230.425)




[
      ]  Soliciting
      material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)




[
      ]  Pre-commencement
      communications pursuant to Rule 14d-2(b) under the Exchange Act (17
      CFR
      240.14d-2(b))




[
      ]  Pre-commencement
      communications pursuant to Rule 13e-4(c) under the Exchange Act (17
      CFR
      240.13e-4(c))













**Page
                1**




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





Nicor
      Annual Incentive Compensation Plan for Officers





On
      November 29, 2007, the Compensation Committee of Nicor Inc. (the “Company”)
      approved the Nicor Annual Incentive Compensation Plan for Officers. The plan
      is
      designed to provide annual incentive award opportunities to officers of the
      Company that are tied to the achievement of financial goals and non-financial
      objectives. A copy of that plan is filed as an exhibit to this report and its
      terms are incorporated herein by reference.





Nicor
      Gas
      Annual Incentive Compensation Plan for Officers





On
      November 29, 2007, the Compensation Committee of Northern Illinois Gas Company
      (“Nicor Gas”), a subsidiary of the Company, approved the Nicor Gas Annual
      Incentive Compensation Plan for Officers. The plan is designed to provide annual
      incentive award opportunities to officers of Nicor Gas that are tied to the
      achievement of financial goals and non-financial objectives. A copy of that
      plan
      is filed as an exhibit to this report and its terms are incorporated herein
      by
      reference.








**Item
      5.03** **Amendment
      of Articles of Incorporation or Bylaws; Change in Fiscal
      Year.**





On
      November 29, 2007, the Board of Directors of the Company approved the amendment
      and restatement of the Company’s by-laws effective as of December 1, 2007 to
      allow for the issuance of uncertificated shares as well as to make other
      modifications. The Company must be able to issue uncertificated shares in order
      to be eligible to participate in the Direct Registration System. The additional
      modifications include setting the fourth Thursday of April as the date for
      the
      annual shareholder meeting, coordinating certain provisions relating to
      shareholder written consent actions, shareholder voting rights and appointment
      of directors with corresponding provisions in the Company’s articles of
      incorporation, clarifying that certain notice provisions in the by-laws do
      not
      impair the rights of shareholders under the Securities and Exchange Commission’s
      proxy rules to submit proposals for inclusion in the Company’s proxy statement,
      altering the composition of the executive committee of the board of directors
      to
      remove the president of the Company as a required member and providing for
      electronic transmission of meeting notices to the extent permitted under
      Illinois law.




The
      foregoing summary of the by-law amendments is qualified in its entirety by
      reference to the text of the Company’s amended and restated by-laws effective as
      of December 1, 2007. A copy of the by-laws is filed as an exhibit to this report
      and its terms are incorporated herein by reference.





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




(d)  Exhibits




Exhibit
              No.
            
            Description3.1.
            
            Nicor
              Inc. Amended and Restated By-laws effective as of December 1,
              2007.10.1.
            
            Nicor
              Annual Incentive Compensation Plan for Officers.10.2.
            
            Nicor
              Gas Annual Incentive Compensation Plan for
              Officers.





**Page
                2**




**Signature**





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







Nicor Inc.








Date November
      29, 2007           /s/ 
KAREN
      K. PEPPING


Karen
      K. Pepping.


Vice President, Controller and


Principal Accounting Officer







**Page
                3**




**Exhibit
      Index**




ExhibitNumber
            
            Description
                of Document3.1.
            
            Nicor
              Inc Amended and Restated By-laws effective as of December 1,
              2007.10.1.
            
            Nicor
              Annual Incentive Compensation Plan for Officers.10.2.
            
            Nicor
              Gas Annual Incentive Compensation Plan for
              Officers.