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, 1996
                                   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
                                                      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, 1997, 49,224,465 common shares were outstanding, and 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 1997 Annual Meeting Definitive Proxy Statement,
dated March 6, 1997 are incorporated by reference into Part III.

                                                                          


   
                            PURPOSE OF AMENDMENT

This Amendment contains the financial statements of the NI-Gas Savings
Investment Plan and the NI-Gas Thrift 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 26, 1997              By          DAVID L. CYRANOSKI       
                                               David L. Cyranoski
                                             Senior Vice President,
                                            Secretary and Controller

    


NICOR Inc.                                                         Page 38

PART IV

Item 14.  Exhibits, Financial Statement Schedule, and Reports on
          Form 8-K

(a)   1)    Financial Statements:

            See Item 8, Financial Statements and Supplementary Data, on
            page 20 filed herewith, for a list of financial statements.

      2)    Financial Statement Schedule:

            Schedule
             Number                                                        Page
                        
                        Report of Independent Public Accountants            21
               II       Valuation and Qualifying Accounts                   39

            Schedules other than those listed are omitted because they are
            either not required or 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 1996.

 


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, Northern
             Illinois Gas Company, Exhibit 4.01.)

  4.02    *  Indenture of Adoption of Northern Illinois Gas Company to
             Continental Illinois National Bank and Trust Company of Chicago,
             Trustee, dated February 9, 1954.  (File No. 1-7296, Form 10-K
             for 1995, Northern Illinois Gas Company, Exhibit 4.02.)

  4.03    *  Supplemental Indenture, dated June 1, 1963, of Northern Illinois
             Gas Company 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, Northern Illinois
             Gas Company, Exhibit 2-8.)

  4.04    *  Supplemental Indenture, dated May 1, 1966, of Northern Illinois
             Gas Company 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, Northern Illinois
             Gas Company, Exhibit 2-4.)

  4.05    *  Supplemental Indenture, dated June 1, 1971, of Northern Illinois
             Gas Company 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, Northern Illinois
             Gas Company, Exhibit 2-03.)




NICOR Inc.                                                          Page 42

                                 Exhibit Index (continued)

Exhibit
 Number                           Description of Document                    

  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, Northern Illinois Gas
             Company, Exhibit 2-25.)

  4.07    *  Supplemental Indenture, dated April 30, 1976, of Northern
             Illinois Gas Company 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, Northern Illinois
             Gas Company, Exhibit 2-21.)

  4.08    *  Supplemental Indenture, dated July 1, 1989, of Northern Illinois
             Gas Company to Continental Bank, National Association, Trustee,
             under Indenture dated as of January 1, 1954.  (File No. 1-7296,
             Form 8-K for June 1989, Northern Illinois Gas Company,
             Exhibit 4-01.)   

  4.09    *  Supplemental Indenture, dated August 15, 1991, of Northern
             Illinois Gas Company to Continental Bank, National Association,
             Trustee, under Indenture dated as of January 1, 1954.  (File
             No. 1-7296, Form 8-K for August 1991, Northern Illinois Gas
             Company, Exhibit 4-01.)

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

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

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

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

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




NICOR Inc.                                                          Page 43

                                 Exhibit Index (continued)

Exhibit
 Number                           Description of Document                    

  4.15    *  Supplemental Indenture, dated October 15, 1995, of Northern
             Illinois Gas Company to Bank of America Illinois, Trustee, under
             Indenture dated as of January 1, 1954.  (File No. 1-7296,
             Form 10-Q for September 1995, Northern Illinois Gas Company,
             Exhibit 4.01.)

  4.16    *  Supplemental Indenture, dated May 10, 1996, of Northern Illinois
             Gas Company 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, Northern Illinois Gas Company,
             Exhibit 4.01.)

  4.17    *  Supplemental Indenture, dated August 1, 1996, of Northern
             Illinois Gas Company 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, Northern Illinois Gas Company,
             Exhibit 4.02.)

             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.)

 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 NI-GAS Incentive Compensation
             Plan.  (File No. 1-7297, Form 10-K for 1986, NICOR Inc.,
             Exhibit 10-21.)




NICOR Inc.                                                          Page 44

                                 Exhibit Index (continued)

Exhibit
 Number                           Description of Document                    

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

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

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

 10.13    *  1996 NI-GAS Incentive Compensation Plan.  (File No. 1-7297,
             Form 10-K for 1995, NICOR Inc., Exhibit 10.18.)

 10.14    *  1996 Long-Term Incentive Program.  (File No. 1-7297, Form 10-K
             for 1995, NICOR Inc., Exhibit 10.19.)

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

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

 10.17       1997 NICOR Incentive Compensation Plan.

 10.18       1997 NI-GAS Incentive Compensation Plan.

Exhibits 10.01 through 10.18 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 - NI-Gas Savings
             Investment and Thrift Plans.
    
 24.01       Powers of Attorney.

 27.01       Financial Data Schedule.

 27.02       Restated Financial Data Schedule for 1994.




NICOR Inc.                                                          Page 45

                                 Exhibit Index (concluded)

Exhibit
 Number                           Description of Document                    
   
 99.01       Financial Statements of the NI-Gas Savings Investment Plan for
             1996.

 99.02       Financial Statements of the NI-Gas Thrift Plan for 1996.
    

*   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.