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





March
28, 2008 (March 27, 2008)


Date of
Report (Date of earliest event reported)





Nicor Inc Logo


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.





On March
27, 2008, the Compensation Committee of the Board of Directors of Nicor Inc.
(the “Nicor Compensation Committee”) awarded restricted stock units to Russ M.
Strobel, Nicor Inc.’s chairman, president and chief executive officer. Nicor
Inc. is filing the restricted stock unit agreement applicable to this award to
Mr. Strobel as an exhibit to this report, and its terms are incorporated herein
by reference. This award to Mr. Strobel implements certain terms of Nicor Inc.’s
2008 Long Term Incentive Program, which is also filed as an exhibit to this
report, and the terms of which are incorporated herein by
reference.





On March
27, 2008, the Nicor Compensation Committee also awarded restricted stock units
to named executive officers other than Mr. Strobel.  The form of the
restricted stock unit agreement applicable to these awards to named executive
officers other than Mr. Strobel was filed previously by Nicor Inc. (exhibit 10.2
to Nicor Inc.’s Form 8-K filed March 26, 2007), and its terms are incorporated
herein by reference. These awards implement certain terms of Nicor Inc.’s 2008
Long term Incentive Program.





On March
27, 2008, the Nicor Compensation Committee awarded performance cash units to the
named executive officers of Nicor Inc. The form of the performance cash unit
agreement applicable to all named executive officers who received performance
cash units is filed as an exhibit to this report, and its terms are incorporated
herein by reference. These awards implement certain terms of Nicor Inc.’s 2008
Long Term Incentive Program.





On March
27, 2008, the Nicor Compensation Committee approved the Tropical Shipping
Company Long-Term Incentive Plan and the Tropical Annual Incentive Compensation
Plan. These plans establish terms applicable to a portion of the incentive
compensation for Mr. Rick Murrell, the chairman and president of Tropical
Shipping and Construction Company Limited and a named executive officer of Nicor
Inc. Copies of these plans are filed as exhibits to this report, and their terms
are incorporated herein by reference.




Item
      9.01
              
              Financial
      Statements and Exhibits
  (d)
              Exhibits
  The
following are furnished as exhibits to this report


Exhibit
      No.
              
              Description10.1
              
              Restricted
      Stock Unit Agreement between Nicor Inc. and Russ M.
  Strobel10.2
              
              Performance
      Cash Unit Agreement Form10.3
              
              2008 Long Term
      Incentive Program10.4
              
              Tropical
      Shipping Company Long-Term Incentive Plan10.5
              
              Tropical
      Annual Incentive Compensation Plan





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.Dated:
      March 28, 2008
              
              By: /s/ PAUL C. GRACEY,
      JR.Paul C. Gracey, Jr.Senior Vice President, General Counsel andSecretary


Page 3




Exhibit
Index




Exhibit
      Number
              
              Description of
      Document10.1
              
              Restricted
      Stock Unit Agreement between Nicor Inc. and Russ M. Strobel10.2
              
              Performance
      Cash Unit Agreement Form10.3
              
              2008 Long Term
      Incentive Program10.4
              
              Tropical
      Shipping Company Long-Term Incentive Plan10.5
              
              Tropical
      Annual Incentive Compensation
Plan