UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


      [X]   Quarterly  Report  Pursuant to Section 13 or 15(d) of the
            Securities Exchange Act of 1934

                For the quarterly period ended March 31, 2000


                                       or


      [ ]   Transition Report Pursuant to Section 13 or 15(d) of the
            Securities Exchange Act of 1934





                                                             I.R.S.
                                                            Employer
  Commission      Registrant, State of Incorporation,    Identification
  File Number         Address and Telephone Number           Number
----------------  -------------------------------------  ---------------

    1-7297        Nicor Inc.                               36-2855175
                  (An Illinois Corporation)
                  1844 Ferry Road
                  Naperville, Illinois 60563-9600
                  (630) 305-9500


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 [ ]

Shares of common stock,  par value $2.50,  outstanding  at April 30, 2000,  were
46,447,808.










<PAGE>


Nicor Inc.                                                              Page i

Table of Contents

Part I - Financial Information

   Item 1. Financial Statements (Unaudited) ...............................  1

           Consolidated Statement of Income:
            Three months ended
            March 31, 2000 and 1999 .......................................  2

           Consolidated Statement of Cash Flows:
            Three months ended
            March 31, 2000 and 1999 .......................................  3

           Consolidated Balance Sheet:
            March 31, 2000 and 1999, and
            December 31, 1999 .............................................  4

           Notes to the Consolidated Financial Statements .................  5

   Item 2. Management's Discussion and Analysis of Financial
            Condition and Results of Operations ...........................  7

   Item 3. Quantitative and Qualitative Disclosures about Market Risk ..... 12


Part II - Other Information

   Item 1. Legal Proceedings .............................................. 12

   Item 6. Exhibits and Reports on Form 8-K ............................... 12

           Signature ...................................................... 13

           Exhibit Index .................................................. 14


Glossary

Degree day.....The  extent to which the daily average  temperature falls
               below 65  degrees  Fahrenheit.  Normal  weather  for  Nicor  Gas'
               service territory is about 6,100 degree days.
ICC............Illinois Commerce Commission, the agency that regulates
               investor-owned Illinois utilities.
Mcf,  Bcf .....Thousand cubic feet, billion cubic feet.
PBR............Performance-based rate, a plan that provides economic
               incentives based on performance.
TEU............Twenty-foot equivalent unit, a measure of volume in
               containerized shipping equal to one 20-foot-long container.


<PAGE>


Nicor Inc.                                                              Page 1

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

The following condensed  unaudited financial  statements of Nicor Inc. have been
prepared by the company  pursuant to the rules and regulations of the Securities
and Exchange  Commission  (SEC).  Certain  information and footnote  disclosures
normally included in financial  statements prepared in accordance with generally
accepted  accounting  principles have been condensed or omitted  pursuant to SEC
rules and  regulations.  The condensed  financial  statements  should be read in
conjunction with the financial  statements and the notes thereto included in the
company's latest Annual Report on Form 10-K.

The  information  furnished  reflects,  in  the  opinion  of  the  company,  all
adjustments  (consisting only of normal recurring  adjustments)  necessary for a
fair statement of the results for the interim periods presented. Results for the
interim periods  presented are not  necessarily  indicative of the results to be
expected for the full fiscal year due to seasonal and other factors.




Nicor Inc.                                                              Page 2
-------------------------------------------------------------------------------

Consolidated Statement of Income (Unaudited)
(millions, except per share data)

                                                           Three months ended
                                                                March 31
                                                           --------------------
                                                              2000       1999
                                                           ---------  ---------

Operating revenues                                          $ 659.3    $ 576.4
                                                           ---------  ---------

Operating expenses
   Cost of gas                                                390.2      326.0
   Operating and maintenance                                   94.3       86.6
   Depreciation                                                56.9       55.1
   Taxes, other than income taxes                              47.7       43.3
                                                           ---------  ---------
                                                              589.1      511.0
                                                           ---------  ---------

Operating income                                               70.2       65.4

Other income (expense), net                                     2.4        6.7
                                                           ---------  ---------

Income before interest on debt and income taxes                72.6       72.1

Interest on debt, net of amounts capitalized                   12.3       12.0
                                                           ---------  ---------

Income before income taxes                                     60.3       60.1

Income taxes                                                   21.5       21.1
                                                           ---------  ---------

Net income                                                     38.8       39.0

Dividends on preferred stock                                     .1         .1
                                                           ---------  ---------

Earnings applicable to common stock                          $ 38.7     $ 38.9
                                                           =========  =========

Average shares of common stock
   Basic                                                       46.7       47.5
   Diluted                                                     46.8       47.6

Earnings per average share of common stock
   Basic                                                      $ .83      $ .82
   Diluted                                                      .83        .82

Dividends declared per share of common stock                 $ .415     $ .390


The accompanying notes are an integral part of this statement.










Nicor Inc.                                                              Page 3
-------------------------------------------------------------------------------

Consolidated Statement of Cash Flows (Unaudited)
(millions)

                                                           Three months ended
                                                                March 31
                                                           --------------------
                                                               2000       1999
                                                           ---------  ---------
Operating activities
   Net income                                                $ 38.8     $ 39.0
   Adjustments to reconcile net income to net cash flow
     provided from operating activities:
       Depreciation                                            56.9       55.1
       Deferred income tax expense                              3.6        4.2
       Change in assets and liabilities:
         Receivables, less allowances                          83.1        1.0
         Gas in storage                                        10.6       97.6
         Deferred/accrued gas costs                            26.1       10.0
         Accounts payable                                     (57.6)     (67.3)
         Temporary LIFO liquidation                           111.1       67.4
         Postretirement benefits                               (7.3)      (3.7)
         Other                                                 35.7       15.6
                                                           ---------  ---------
   Net cash flow provided from operating activities           301.0      218.9
                                                           ---------  ---------

Investing activities
   Capital expenditures                                       (34.3)     (28.4)
   Short-term investments                                      (3.1)      26.7
   Other                                                       (1.5)       4.3
                                                           ---------  ---------
   Net cash flow provided from (used for)
     investing activities                                     (38.9)       2.6
                                                           ---------  ---------

Financing activities
   Net proceeds from issuing long-term debt                    49.9      100.7
   Disbursements to retire long-term debt                     (50.2)    (102.7)
   Short-term borrowings (repayments), net                   (246.3)    (173.9)
   Dividends paid                                             (18.4)     (17.7)
   Disbursements to reacquire stock                           (10.0)      (2.4)
   Other                                                        1.3        (.1)
                                                           ---------  ---------
   Net cash flow used for financing activities               (273.7)    (196.1)
                                                           ---------  ---------

Net increase (decrease) in cash and cash equivalents          (11.6)      25.4

Cash and cash equivalents, beginning of period                 42.5       13.0
                                                           ---------  ---------

Cash and cash equivalents, end of period                     $ 30.9     $ 38.4
                                                           =========  =========

Supplemental information
   Income taxes paid, net of refunds                            $ -        $ -
   Interest paid, net of amounts capitalized                   15.1       14.9


The accompanying notes are an integral part of this statement.




Nicor Inc.                                                              Page 4
-------------------------------------------------------------------------------

Consolidated Balance Sheet (Unaudited)
(millions)

                                           March 31    December 31   March 31
                                             2000         1999         1999
                                          -----------  -----------   ----------
                Assets

Current assets
   Cash and cash equivalents                  $ 30.9       $ 42.5       $ 38.4
   Short-term investments, at cost which
     approximates market                        32.8         29.7         29.1
   Receivables, less allowances of $9.2,
     $7.1 and $9.2, respectively               276.7        359.8        263.0
   Gas in storage                               20.4         31.0          7.9
   Deferred gas costs                              -         15.9            -
   Other                                        32.0         29.1         27.8
                                          -----------  -----------   ----------
                                               392.8        508.0        366.2
                                          -----------  -----------   ----------

Property, plant and equipment, at cost
   Gas distribution                          3,223.4      3,200.3      3,131.8
   Shipping                                    287.6        280.8        264.7
   Other                                         2.0          2.0          1.7
                                          -----------  -----------   ----------
                                             3,513.0      3,483.1      3,398.2
   Less accumulated depreciation             1,801.3      1,747.9      1,693.8
                                          -----------  -----------   ----------
                                             1,711.7      1,735.2      1,704.4
                                          -----------  -----------   ----------

Other assets                                   201.4        208.6        174.6
                                          -----------  -----------   ----------

                                           $ 2,305.9    $ 2,451.8    $ 2,245.2
                                          ===========  ===========   ==========

    Liabilities and capitalization

Current liabilities
   Long-term obligations due within one year  $ 74.2       $ 74.2       $ 51.2
   Short-term borrowings                        97.9        344.2         60.6
   Accounts payable                            224.8        282.4        203.0
   Temporary LIFO liquidation                  111.1            -         67.4
   Accrued gas costs                            10.2            -         39.9
   Other                                        63.8         44.9         62.2
                                          -----------  -----------   ----------
                                               582.0        745.7        484.3
                                          -----------  -----------   ----------

Deferred credits and other liabilities
   Deferred income taxes                       273.1        266.6        244.8
   Regulatory income tax liability              73.8         74.8         77.6
   Unamortized investment tax credits           42.3         42.7         43.6
   Other                                        94.3         91.9        102.9
                                          -----------  -----------   ----------
                                               483.5        476.0        468.9
                                          -----------  -----------   ----------

Capitalization
   Long-term debt                              435.8        436.1        508.6
   Preferred stock                               6.3          6.3          6.3
   Common equity
     Common stock                              116.5        117.2        118.6
     Retained earnings                         681.8        670.5        658.5
                                          -----------  -----------   ----------
                                             1,240.4      1,230.1      1,292.0
                                          -----------  -----------   ----------

                                           $ 2,305.9    $ 2,451.8    $ 2,245.2
                                          ===========  ===========   ==========


The accompanying notes are an integral part of this statement.


<PAGE>




Nicor Inc.                                                             Page 5

Notes to the Consolidated Financial Statements (Unaudited)

ACCOUNTING POLICIES

Weather insurance. On an interim basis, estimated weather insurance benefits are
recorded  based on a comparison of  year-to-date  degree days to insured  degree
days for the same period.  First quarter operating revenue includes $6.9 million
of  estimated  insurance  benefits  that will  partially  reverse if the weather
remains normal for the remainder of the year.

Depreciation.  Depreciation for the gas distribution segment is calculated using
a straight-line method for the calendar year. For interim periods,  depreciation
is allocated based on gas deliveries.

Gas in storage. The gas distribution segment's inventory is carried at cost on a
last-in,  first-out (LIFO) method on a calendar-year basis. For interim periods,
the difference between current replacement cost and the LIFO cost for quantities
of gas  temporarily  withdrawn  from  storage is  recorded in cost of gas and in
current liabilities as a temporary LIFO liquidation.

Nicor's wholesale gas marketing business carries its inventory at market value.

BUSINESS SEGMENT INFORMATION

Financial data by business segment is presented below:

                                                       Three months ended
                                                            March 31
                                                       -------------------
(millions)                                               2000      1999
                                                       --------- ---------
Operating revenues
   Gas distribution                                    $  573.6  $  512.6
   Shipping                                                59.3      53.8
   Other Nicor ventures                                    26.5      10.0
   Corporate and eliminations                               (.1)        -
                                                       --------- ---------
                                                       $  659.3  $  576.4
                                                       ========= =========

Operating income (loss)
   Gas distribution                                    $   65.0  $   61.6
   Shipping                                                 5.6       4.4
   Other Nicor ventures                                     (.1)       .2
   Corporate and eliminations                               (.3)      (.8)
                                                       --------- ---------
                                                       $   70.2  $   65.4
                                                       ========= =========






Nicor Inc.                                                              Page 6

Notes to the Consolidated Financial Statements (Unaudited) (Concluded)

PERFORMANCE-BASED RATE PLAN

On January 1, 2000, Nicor Gas' performance-based rate plan for natural gas costs
went into  effect.  Under the PBR,  Nicor Gas'  total gas  supply  costs will be
compared to a  market-sensitive  benchmark.  Savings and losses  relative to the
benchmark will be shared equally with customers.  After two years, the plan will
be subject to ICC review.

Results of the company's PBR plan are determined annually.  On an interim basis,
the company records an estimate of results  attributable  to the period.  In the
first quarter, Nicor recorded $1.2 million of estimated PBR results as operating
revenue.

LONG-TERM DEBT

In January 2000, Nicor Gas issued $50 million of adjustable rate unsecured notes
due in 2001 at an initial rate of 6.11% to fund the redemption of $50 million of
unsecured notes at 5.065% that matured in January 2000.

CONTINGENCIES

The company is involved in legal or  administrative  proceedings  before various
courts and agencies with respect to rates, taxes and other matters.

Current  environmental  laws may require cleanup of certain former  manufactured
gas plant sites.  To date,  Nicor Gas has identified more than 40 properties for
which it may, in part, be responsible.  The majority of these properties are not
presently owned by the company.  Information  regarding preliminary site reviews
has been  presented  to the  Illinois  Environmental  Protection  Agency,  which
oversees the  company's  investigations  and  remedial  actions.  More  detailed
investigations  and  remedial  activities  have  either been  completed,  are in
progress or are being  planned at many of these sites.  The results of continued
testing and analysis should determine to what extent  additional  remediation is
necessary and may provide a basis for  estimating  any  additional  future costs
which, based on industry  experience,  could be significant.  In accordance with
ICC  authorization,  the  company  has  been  recovering  these  costs  from its
customers.

On December 20, 1995,  Nicor Gas filed suit in the Circuit  Court of Cook County
against certain  insurance  carriers seeking  recovery of environmental  cleanup
costs of certain former  manufactured  gas plant sites.  Nicor Gas has reached a
settlement  with one of the  insurance  carriers.  In February  2000,  the court
dismissed the company's case on summary judgment motions by certain  defendants.
The company filed an appeal in March 2000. Management cannot predict the outcome
of the lawsuit against the remaining insurance carriers.  Any recoveries will be
refunded to the company's customers.

Although  unable to  determine  the outcome of these  contingencies,  management
believes that  appropriate  accruals have been  recorded.  Final  disposition of
these  matters  is not  expected  to have a  material  impact  on the  company's
financial condition or results of operations.



<PAGE>


Nicor Inc.                                                              Page 7

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of  Operations

The following  discussion  should be read in conjunction  with the  Management's
Discussion and Analysis section of the Nicor 1999 Annual Report on Form 10-K.

SUMMARY

Nicor's first quarter 2000 diluted  earnings per common share were $.83 compared
to $.82 in 1999.  Operating  income rose to $70.2  million from $65.4  million a
year ago,  but net income for the quarter  was  essentially  unchanged  at $38.8
million.  Improvements in gas distribution and shipping  operating  results were
offset by reductions in nonoperating  items.  The increase in earnings per share
was due to stock repurchases.

Operating income. Operating income (loss) by major business segment is presented
below:

                                                       Three months ended
                                                            March 31
                                                       -------------------
   (millions)                                            2000      1999
                                                       --------- ---------
   Gas distribution                                    $   65.0  $   61.6
   Shipping                                                 5.6       4.4
   Corporate and other                                      (.4)      (.6)
                                                       --------- ---------
                                                       $   70.2  $   65.4
                                                       ========= =========

The  following  summarizes  operating  income  comparisons  for  major  business
segments:

o  Gas distribution operating income increased to $65 million from $61.6 million
   a year ago. The increase in operating  income reflects the positive effect of
   customer  additions and contributions from the  performance-based  rate plan.
   Although  weather was 10 percent warmer than last year, its adverse impact on
   operating results was mitigated by the company's weather insurance policy.

o  Containerized  shipping  operating income increased to $5.6 million from $4.4
   million a year ago.  The  increase  was due to  improved  pricing  and higher
   volumes shipped.

Nonoperating  items.  Other income decreased to $2.4 million from $6.7 million a
year ago. Improved results from Nicor's equity interest in a nonregulated retail
energy  services  venture  and higher  interest  income were not enough to match
nonoperating gains in the 1999 period.  Last year, a gain on the sale of Nicor's
interest  in an  electronic  energy  trading  system and  interest  benefits  on
tax-related matters were both reported during the first quarter.



<PAGE>


Nicor Inc.                                                              Page 8

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of  Operations (Continued)

RESULTS OF OPERATIONS

The following discussion summarizes the major items impacting Nicor's results of
operations.

Operating  revenues.  Operating revenues by major business segment are presented
below:

                                                       Three months ended
                                                            March 31
                                                       -------------------
   (millions)                                            2000      1999
                                                       --------- ---------
   Gas distribution                                    $  573.6  $  512.6
   Shipping                                                59.3      53.8
   Corporate and other                                     26.4      10.0
                                                       --------- ---------
                                                       $  659.3  $  576.4
                                                       ========= =========

Gas  distribution  revenues  increased  $61 million in the first  quarter as the
impact of higher gas prices,  which are passed  directly  through to  customers,
more than offset the impact of lower  deliveries  due to warmer  weather.  First
quarter gas distribution revenues also include $6.9 million of estimated weather
insurance benefits that will partially reverse if the weather remains normal for
the  remainder  of the year.  Revenues  generated  from  Nicor's  wholesale  gas
marketing  business  accounted  for most of the increase in corporate and other.
Shipping  revenues  rose 10  percent on  increased  volumes  and higher  average
prices.

Gas distribution margin. Gas distribution margin,  defined as operating revenues
less cost of gas and revenue taxes,  which are both passed  directly  through to
customers,  increased $6 million to $163.2  million in the first  quarter.  This
increase  is  attributable  to  a  combination  of  factors  including  customer
additions,  $1.2 million from the company's  performance-based rate plan, higher
margin deliveries and positive contributions from supply-related services.

Operating and  maintenance.  Operating and  maintenance  expense  increased $7.7
million  in the first  quarter  to $94.3  million.  The  increase  is  primarily
attributable to higher costs in the shipping segment where higher volume-related
expenses  accounted  for most of the change.  The  increase is also due to costs
incurred  in  Nicor's  unregulated  businesses  and higher  expenses  in the gas
distribution segment.  Significant factors contributing to the change in the gas
distribution  segment include the cost of weather insurance and reduced bad debt
expense.


<PAGE>


Nicor Inc.                                                             Page 9

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of  Operations (Continued)

FINANCIAL CONDITION AND LIQUIDITY

Operating cash flows. Net cash flow provided from operating activities increased
$82.1  million to $301 million in the first  quarter from $218.9  million in the
prior period.  Year-to-year  changes in operating  cash flow result largely from
fluctuations in working capital items occurring  mainly in the gas  distribution
segment because of factors  including  weather,  the price of gas, the timing of
collections from customers and gas purchasing  practices.  The company generally
relies on short-term  financing to meet temporary  increases in working  capital
needs.

Financing activities.  Nicor and Nicor Gas maintain short-term credit agreements
with major  domestic and foreign  banks.  At March 31, 2000,  these  agreements,
which  serve as backup for the  issuance of  commercial  paper,  totaled  $342.5
million and the company had $96 million of commercial paper outstanding.

In January 2000, Nicor Gas issued $50 million of adjustable rate unsecured notes
due in 2001 at an initial rate of 6.11% to fund the redemption of $50 million of
unsecured notes at 5.065% that matured in January 2000.

Under an existing common stock repurchase  program,  Nicor purchased and retired
286,000  common shares during the first quarter of 2000 at an aggregate  cost of
$9.5 million.

Effective with the dividend paid on May 1, 2000,  Nicor's quarterly  dividend on
common stock was increased to 41.5 cents per share.  This payment  represents an
annual rate of $1.66 per share,  which is 6.4 percent higher than the $1.56 rate
established with the May 1, 1999 dividend.

OTHER

Market risk.  The company is exposed to market risk in the normal  course of its
business operations,  including the risk of loss arising from adverse changes in
natural gas  commodity  prices and  interest  rates.  There has been no material
change in the company's exposure to market risk since December 31, 1999.






Nicor Inc.                                                            Page 10
------------------------------------------------------------------------------

Item 2.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations (Continued)

GAS DISTRIBUTION STATISTICS

Changes in weather can materially affect operating results.  Operating revenues,
deliveries, customers and other statistics are presented below.

                                                          Three months ended
                                                               March 31
                                                          --------------------
                                                            2000       1999
                                                          ---------   --------

Operating revenues (millions)
   Sales
     Residential                                           $ 387.3    $ 344.2
     Commercial                                               76.0       76.6
     Industrial                                               11.0       11.8
                                                          ---------   --------
                                                             474.3      432.6
                                                          ---------   --------
   Transportation
     Residential                                                .9          -
     Commercial                                               24.8       22.5
     Industrial                                               11.9       11.6
     Other                                                     2.2        1.1
                                                          ---------   --------
                                                              39.8       35.2
                                                          ---------   --------
   Revenue taxes and other                                    59.5       44.8
                                                          ---------   --------
                                                           $ 573.6    $ 512.6
                                                          =========   ========

Deliveries (Bcf)
   Sales
     Residential                                              90.2      100.4
     Commercial                                               17.2       21.2
     Industrial                                                2.6        3.6
                                                          ---------   --------
                                                             110.0      125.2
                                                          ---------   --------
   Transportation
     Residential                                                .9          -
     Commercial                                               36.7       34.1
     Industrial                                               44.2       46.0
                                                          ---------   --------
                                                              81.8       80.1
                                                          ---------   --------
                                                             191.8      205.3
                                                          =========   ========

Customers at end of period (thousands)
   Sales
     Residential                                           1,763.7    1,747.7
     Commercial                                              111.1      129.7
     Industrial                                                7.5        9.2
                                                          ---------   --------
                                                           1,882.3    1,886.6
                                                          ---------   --------
   Transportation
     Residential                                              16.0          -
     Commercial                                               56.0       35.3
     Industrial                                                6.5        4.9
                                                          ---------   --------
                                                              78.5       40.2
                                                          ---------   --------
                                                           1,960.8    1,926.8
                                                          =========   ========

Other statistics
   Degree days                                               2,595      2,874
   Colder (warmer) than normal                                 (19)%       (9)%
   Average gas cost per Mcf sold                            $ 3.32     $ 2.52



Nicor Inc.                                                            Page 11
------------------------------------------------------------------------------

Item 2.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations (Concluded)

SHIPPING STATISTICS

                                                          Three months ended
                                                               March 31
                                                          --------------------
                                                            2000       1999
                                                          ---------   --------

TEUs shipped (thousands)
   Southbound                                                 33.2       30.2
   Northbound                                                  4.1        4.5
   Interisland                                                 1.9        2.2
                                                          ---------   --------
                                                              39.2       36.9
                                                          =========   ========

Other statistics
   Revenue per TEU                                         $ 1,505    $ 1,457
   Ports served                                                 23         25
   Vessels owned                                                13         13





<PAGE>


Nicor Inc.                                                             Page 12

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

For  disclosures  about  market  risk,  see  Market  Risk on page  9,  which  is
incorporated herein by reference.


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

For information concerning legal proceedings, see Contingencies on page 6, which
is incorporated herein by reference.

Item 6.  Exhibits and Reports on Form 8-K

   (a) See Exhibit Index on page 14 filed herewith.

   (b) The company did not file a report on Form 8-K during the first  quarter
       of 2000.



<PAGE>


Nicor Inc.                                                             Page 13

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 thereunto duly authorized.




                                          Nicor Inc.




Date   May 12, 2000                       By    KATHLEEN L. HALLORAN
                                                Kathleen L. Halloran
                                                Executive Vice President
                                                Finance and Administration
                                                and Secretary


<PAGE>


Nicor Inc.                                                             Page 14

Exhibit Index

  Exhibit
  Number                          Description of Document

10.01     Amendment and Restatement of Nicor Gas Supplementary Retirement Plan.

10.02     Amendment and Restatement of Nicor Gas Supplementary Savings Plan.

10.03     First Amendment to Nicor Salary Deferral Plan.

10.04     First Amendment to Agreements Restating 1984 and 1985 Nicor Capital
          Accumulation Plan Participation Agreements for Officers and Directors.

10.05     First Amendment to Nicor 1989 Long -Term Incentive Plan.

10.06     First Amendment to Nicor 1997 Long -Term Incentive Plan.

10.07     Second Amendment to Nicor Stock Deferral Plan.

27.01     Financial Data Schedule.