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



 Date of Report (Date of earliest event reported): May 3, 2002.




                   Registrant, State of         I.R.S. Employer
Commission            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




  1-7296      Northern Illinois Gas Company       36-2863847
              (Doing business as Nicor Gas
              Company)
              (An Illinois Corporation)
              1844 Ferry Road
              Naperville, Illinois 60563-9600
              (630) 305-9500








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                                                             Page 1

Item 4. Changes in Registrant's Certifying Accountant.

Effective May 3, 2002, the Boards of Directors of Nicor Inc. and Northern
Illinois Gas Company (doing business as Nicor Gas Company), based on the
recommendations of their Audit Committees, have dismissed their independent
auditors, Arthur Andersen LLP and engaged the services of Deloitte & Touche LLP
as their new independent auditors.

The audit reports of Arthur Andersen LLP on the consolidated financial
statements of Nicor and Nicor Gas for the years ended December 31, 2001 and 2000
did not contain an adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope, or accounting principles.

During the years ended December 31, 2001 and 2000 and the subsequent interim
period through May 3, 2002, there were no disagreements between Nicor or Nicor
Gas and Arthur Andersen LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Arthur Andersen LLP, would
have caused them to make reference to the subject matter of the disagreement in
connection with their reports.

None of the reportable events described under Item 304(a)(1)(v) of Regulation
S-K occurred within either company's two most recent fiscal years or within the
subsequent interim period through May 3, 2002.

During Nicor's or Nicor Gas' two most recent fiscal years ended December 31, and
the subsequent interim period through May 3, 2002, neither company or anyone on
their behalf consulted with Deloitte & Touche LLP regarding any of the matters
or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

A letter from Arthur Andersen LLP is attached as Exhibit 16.01.

Item 7. Financial Statements and Exhibits

The following is filed as an exhibit to this report.

Exhibit
Number          Description
--------   --------------------------------------------------------------
  16.01    Letter from Arthur Andersen LLP to the Securities and Exchange
           Commission dated May 3, 2002.


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                                                             Page 2

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.




                                         Nicor Inc.


Date     May 3, 2002                By   /s/ KATHLEEN L. HALLORAN
      --------------------               -------------------------
                                            Kathleen L. Halloran
                                            Executive Vice President
                                            Finance and Administration





                                         Nicor Gas Company


Date     May 3, 2002                By   /s/ KATHLEEN L. HALLORAN
      ---------------------              -------------------------
                                            Kathleen L. Halloran
                                            Executive Vice President
                                            Finance and Administration


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                                                             Page 3

Exhibit Index

  Exhibit
  Number           Description of Document
  ---------     ---------------------------------

  16.01         Letter from Arthur Andersen LLP to the Securities and
                Exchange Commission, dated May 3, 2002.