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








**February
      27, 2006 (February 23, 2006)**


Date
      of
      Report (Date of earliest event reported)











**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
      1.01**  **Entry
      into a Material Definitive Agreement**





On
      February 23, 2006, the Compensation Committee of the Board of Directors approved
      cash bonus awards under the 2005 Annual Incentive Compensation Plan for Officers
      for the following present and retired officers in the amounts indicated below
      opposite the respective officer’s name:





Russ
                M. Strobel
            $577,350.00Chairman,
                Chief Executive OfficerAnd
                PresidentThomas
                L. Fisher
            $166,087.00Retired
                Chairman andRetired
                Chief Executive OfficerRichard
                L. Hawley
            $230,940.00Executive
                Vice President andChief
                Financial OfficerPaul
                C. Gracey, Jr.
            $125,734.00Vice
                President, General Counseland
                SecretaryGerald
                P. O’Connor
            $110,916.00Vice
                PresidentAdministration
                & FinanceDaniel
                R. Dodge
            $98,496.00Senior
                Vice PresidentDiversified
                Ventures andCorporate
                Planning








**Item
      5.02**  **Departure
      of Directors or Principal Officers, Election of Directors; Appointment of
      Principal Officers**





Mr.
      John
      E. Jones and Mr. William A. Osborn advised the Board of Directors on February
      23, 2006 that they will not stand for re-election at the Company’s Annual
      Meeting of Stockholders on April 20, 2006.











**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.





Date  February
      27, 2006     /s/
      PAUL C. GRACEY, JR.


Paul
      C.
      Gracey, Jr.


Vice
      President, General Counsel and


Secretary