Nicor Inc.
                                                      Form 10-K
                                                      Exhibit 10.24





                              1999
                NICOR INCENTIVE COMPENSATION PLAN

A. The 1999 Nicor Incentive Compensation Plan is designed to
   link participant incentive compensation to the accomplishment
   of important objectives--both financial goals and defined
   strategic plans.  It ties the pay an individual receives to
   his performance and that of the company.  This plan is
   intended to provide a flexible framework for a performance
   bonus program for Nicor.

B. Purpose

   The purpose of this Plan is to provide an annual incentive
   plan which supports the longer-term strategic planning
   process.  This is done by linking pay to the performance of
   tasks which focus on objectives of strategic importance.

C. Eligible Group

   Officers of Nicor are eligible for participation. 
   Participation should be limited to those employees in
   positions which enable them to make significant contributions
   to the performance and growth of the company.

D. Components of Plan
   
   Compensation Objective
   Bonus Targets
   Performance Targets
   Goal Setting Guidelines
   Program Schedule
   Form of Payment

   Compensation Objective

   Base Salary + Bonus Target = Short-Term Compensation
   Objective

   An individual's short-term compensation objective will be
   based on salary plus a bonus, expected to be earned if
   agreed-upon performance targets are met.  Under certain
   conditions, short-term compensation above or below targets
   may be paid.




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   Base salaries will be managed at the industry average which
   will be determined annually by survey data.  Bonus targets
   will be set based on the individual's grade level and
   compensation objective, such that total compensation
   objectives are managed at the level as determined by the
   Compensation Committee to remain competitive with industry.

   Bonus Target

   The bonus target amount varies according to pay, salary grade
   and ability to impact the organization.  The higher
   responsibility and impact levels, the greater the dollars at
   risk.

   Performance Targets

   Performance criteria focus on the achievement of agreed-upon
   and documented strategic goals.  Performance targets may
   include measures of financial performance, the ability to
   meet budget levels and individual or group performance
   objectives.  An individual's target may include all three
   types of goals, weighted by the grade level and
   responsibilities involved.  Each particular performance
   target will be assigned weighting reflected as a percentage
   of compensation objective.

   Goal Setting Guidelines

   The most important aspect of this Plan will be in
   establishing effective goals.  In addition to the goals which
   will be measured by company financial performance, realistic,
   operational management goals may be established and agreed
   upon by both the participant and his supervisor for company,
   division, project or individual performance.  As well as
   being realistic, the goals should be measurable wherever
   possible by quantifiable performance criteria.  It is
   recognized that measurement of some goals will require
   subjective assessments on criteria mutually agreed between an
   individual and his/her supervisor.  Goals must be consistent
   with the longer-term strategic plan.

   A set of guidelines will be devised by the Nicor Human
   Resources Department to aid in this process.  These
   guidelines will provide direction as to goal formulation and
   reporting.

   Amount of bonus payment for financial/budget related goals
   can vary above and below target based upon results achieved. 
   For targets met, bonus amount will be 100% of target.  When
   targets are exceeded or are not reached, bonus will be
   proportionately more or less than the target.




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   Project or individual goals which are not quantifiable will
   be evaluated by the participant's superior based on
   performance and will fall into one of five categories of
   achievement:  unsatisfactory; less than expected, but
   acceptable given facts and circumstances; expected; more than
   expected, but less than outstanding; and outstanding
   performance.  Accordingly, performance at, below or above
   expected performance will result in awards relative to
   performance. 

   The Compensation Committee may make appropriate upward or
   downward adjustments if, after taking into consideration all
   of the facts and circumstances of the performance period, it
   determines that adjustments are warranted.

   Plan Schedule

   The 1999 Nicor Incentive Compensation Plan runs on a calendar
   year basis, with the strategic planning cycle and budgeting
   process the primary link to performance and bonus targets. 
   Responsibility for determination of financial results will be
   with the Accounting Department.  A program for review will be
   established and individual, project, division or company goal
   performance will be reviewed at least twice each performance
   year.

   Year-end results should be available and evaluated in January
   of the following year.  Following approval of the
   Compensation Committee and Board at the January meeting,
   bonuses will be payable to participants.

   Form of Payment

   All awards will be paid in cash, except that a participant in
   the Stock Deferral Plan may elect to defer up to 50% of their
   award into that plan.  Deferral elections must meet the
   guidelines and timing of the Stock Deferral Plan to be
   effective.  Appropriate taxes for the entire award amount
   will be withheld from the portion of the award being paid in
   cash.

   A participant may elect by writing to the Compensation
   Committee prior to the end of the fiscal year to have all or
   a portion of the following year's incentive award deferred
   and paid in no more than five annual installments beginning
   either with the date of termination or retirement, or in a
   lump sum within six months after termination of employment or
   retirement.  In addition, with the consent of the
   Compensation Committee, the participant may, at the time of
   making such election, designate some other date for the
   commencement of such deferred payment.  Further, the
   participant may submit a request to change the original
   deferral period.  The request must be submitted in writing to
   the Compensation Committee who will take into consideration
   the particular facts and circumstances in its final
   determination.






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   An amount which is deferred shall be credited with compounded
   interest equal to the prime rate applied on a quarterly
   basis.

E. Integration with Existing Programs

   Base salaries will be managed with range standards at the
   industry average for comparable positions, with total
   compensation objectives to be managed at a level appropriate
   with the performance of the company within industry, as
   determined by the Compensation Committee.  Salaries will be
   monitored each year and increases granted based on merit and
   range standard.  Bonus targets will be set as a percentage of
   base salary.  A change, other than the annual salary review,
   in the compensation objective
   will customarily occur during the year only through promotion
   to various levels, at which time the base salary and bonus
   target are also likely to  change.

   Promotion of an employee during the year or reassignment to
   responsibilities in which new performance objectives apply
   will result in proration of the existing performance
   objectives and bonus target and assignment of new performance
   objectives as the Compensation Committee shall determine. 
   Promotion into the Plan would involve a promotional increase,
   but eligibility for bonus would be delayed unless the
   participant is able to produce positive results in the
   remaining time, as determined by the Compensation Committee.

   If a participant voluntarily terminates or is terminated for
   cause prior to the end of the performance period, then no
   award shall be granted.  In the event a participant shall
   die, become disabled, retire or is terminated without cause
   before the end of the performance period, then  the
   Compensation Committee will authorize payment of an award to
   the participant, or beneficiary, in such amount as the
   Committee deems appropriate.

F. Responsibility

   Acceptance and success of this Plan will depend on
   documented, realistic goals that are fair, understandable and
   measurable.  Considerable management focus and involvement
   will be required for goals to be established, communicated
   and monitored.

   The Human Resources Department will be responsible for the
   administration of the system for the company.  This will
   include:

   1) monitoring industry salary and total compensation levels,

   2) recommending structural changes in base salary and
      compensation objective adjustments,







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   3) reviewing eligibility and performance targets,

   4) monitoring performance targets through the Accounting
      Department,

   5) communicating progress report to participants, and,

   6) progress and exception reporting to Compensation
      Committee.  

   The 1999 Nicor Incentive Compensation Plan and changes to its
   performance targets and measurement criteria will be reviewed
   and approved by the Compensation Committee.

   In establishing the actual bonus awards to be made, the
   Compensation Committee may take into account all of the facts
   and circumstances which exist during the year and may make
   appropriate upward or downward revisions in performance
   criteria, add or delete objectives, or change the relative
   percentages assigned to the various performance objectives.

G. Amendment and Termination

   The Board of Directors may amend or terminate the Plan at any
   time without the consent of the participants.  No such
   amendment or termination shall negatively impact any
   participant's amount which accrued under the Plan prior to
   the calendar year in which the amendment is made.

   Summary

   The primary focus of this Plan is to link employee and
   company performance and performance bonus through an
   incentive plan.  It provides the necessary emphasis on
   accountability for actions and decisions and enables people
   to gain personally through significant efforts which
   contribute to the company's present and future success.




                                        Nicor Human Resources
                                            February 1999