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








**February
      24, 2006**


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
      2.02**  **Results
      of Operations and Financial Condition**





The
      information in this Item is furnished to, but not filed with, the Securities
      and
      Exchange Commission solely under Item 2.02 of Form 8-K, “Results of Operations
      and Financial Condition.”





On
      February 24, 2006, Nicor Inc. issued a press release announcing financial
      results for the year ended December 31, 2005 and provided 2006 earnings
      guidance. A copy of the press release is furnished as Exhibit 99.1 to this
      Current Report on Form 8-K and is incorporated herein by reference.











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


(c)
        Exhibits





The
      following is furnished as an exhibit to this report





99.1.
      Press release of Nicor Inc. issued February 24, 2006.





**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  February
      24, 2006     /s/
      RICHARD L. HAWLEY


Richard
      L. Hawley


Executive
      Vice President and


Chief
      Financial Officer








**Page
      3**





**Exhibit
      Index**





Exhibit


Number   Description
      of Document




99.1                
      Press release of Nicor Inc. issued February 24, 2006.