File No. 69-228



                               UNITED STATES

                     SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549

                                FORM U-3A-2


       STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION UNDER RULE U-3A-2
         FROM THE PROVISIONS OF THE PUBLIC UTILITY HOLDING COMPANY ACT
                                  OF 1935

                                 Nicor Inc.

hereby files with the Securities and Exchange Commission, pursuant to
Rule 2, its statement claiming exemption as a holding company from the
provisions of the Public Utility Holding Company Act of 1935, and submits
the following information:

1. Nicor Inc., an Illinois corporation, is a holding company, whose
   subsidiaries are engaged primarily in gas distribution and
   containerized shipping.  The general office of the company and
   subsidiary companies, except as otherwise noted, is located at 1844
   Ferry Road, Naperville, Illinois 60563-9600.  The following are
   subsidiaries of the company, all of which are wholly owned:

   Northern Illinois Gas Company (doing business as Nicor Gas) and
   Subsidiary

   Northern Illinois Gas Company, an Illinois Corporation doing business
   as Nicor Gas, is a public utility, as defined in the Act, and is
   engaged principally in the purchase, storage, transportation,
   distribution and sale of natural gas to the public in northern
   Illinois, excluding the city of Chicago.  It serves 1.9 million
   customers in more than 600 communities and adjacent areas in 35
   counties.  Nicor Gas is subject to the comprehensive jurisdiction of
   the Illinois Commerce Commission which has authority to regulate
   substantially all phases of Nicor Gas' public utility business in
   Illinois. NI-Gas Exploration, Inc., an Illinois corporation and a wholly
   owned subsidiary of Nicor Gas, is a partner in a small oil and
   gas production project.

   Birdsall, Inc. and Subsidiaries

   Birdsall, Inc. (Birdsall), a Florida corporation headquartered in
   Riviera Beach, Florida, is engaged primarily in the handling and
   carriage of containerized cargo.  Birdsall's major subsidiary, Tropical
   Shipping and Construction Co., Ltd. (Tropical), a Bahamian corporation,
   




   Birdsall, Inc. and Subsidiaries (concluded)

   is engaged in containerized liner shipping between the Port of Palm
   Beach, Florida and 23 ports in the Caribbean.  Other wholly owned
   subsidiaries of Birdsall or Tropical and places of incorporation are: 
   Birdsall Shipping Co., Ltd. - Liberia; Birdsall Shipping, S.A. -
   Panama; Container Terminals, Ltd. - Bahamas; Freship S.A. - Dominican
   Republic; Tropical Shipping of Canada, Inc. - Delaware; Transfresca, 
   S.A. - Honduras; Birdsall de Mexico, S.A. - Mexico;  Tropical
   Shipping, Inc. - Delaware; Tropical Shipping International, Ltd. -
   Bahamas; Tropical Shipping Agency, Inc. - Delaware and Tropical
   Shipping Europe B.V. - Netherlands, all of which own vessels, act as
   shipping agents or operate as nonvessel operating common carriers. 
   Seven Seas Insurance Company Ltd. - Bahamas and Seven Seas Insurance
   Company, Inc. - Florida insure marine risk for cargo. Tropic
   Equipment Leasing Inc. - Delaware maintains equity interests in a
   container leasing business.  

   Other Subsidiaries

   Nicor Energy Services Company, a Delaware corporation, offers service
   contracts on residential heating, air conditioning and water heating
   equipment in various communities of northern Illinois.

   Nicor Technologies Inc., a Delaware corporation, moves new
   technologies, primarily natural gas-related, from concept to
   marketplace and offers consulting services to the natural gas industry. 
   
   Nicor Energy Ventures Company, a Delaware corporation, serves as a
   holding company for several nonutility subsidiaries, all of which are
   Delaware corporations:  Nicor NGV Corp. is a partner in a partnership
   that provides turnkey natural gas fuel station services for the natural
   gas vehicle market; Nicor HUB, Inc. is a member in a limited-liability
   company that promotes, administers and develops market-area hubs and
   engages in wholesale gas trading; Nicor Energy Management Services
   Company is a member in a limited-liability company that provides gas
   marketing and related services in the midwest; Nicor Energy Solutions
   Inc. acts as a general contractor for cogeneration development
   projects, providing equipment maintenance services and guaranteeing
   improved energy efficiency.

   Nicor Voyageur Inc., formerly a member in a limited-liability company 
   engaged in the development of a natural gas pipeline, has disposed of 
   substantially all its assets.

   Nicor Oil and Gas Corporation, a Delaware corporation,  a holding
   company formerly engaged in gas and oil exploration and production, has
   disposed of substantially all of its assets.  

   Nicor National Inc., a Delaware corporation, and its two wholly owned
   subsidiaries, Nicor National Louisiana Inc. and Nicor National Illinois
   Inc., also both Delaware corporations, were formerly engaged in the
   shipyard business and have disposed of substantially all of their
   assets.


                                   - 2 -





   Nicor Mining Inc., a Delaware corporation, formerly engaged in the coal
   mining business, has disposed of substantially all of its assets.

2. Gas Distribution Properties.  The gas distribution, transmission and
   storage system of Nicor Gas is wholly within the State of Illinois and
   includes approximately 29,000 miles of mains, approximately 26,000
   miles of service pipe connecting the mains to customers' premises and
   seven underground storage fields.  Other properties of Nicor Gas
   include buildings, land, motor vehicles, meters, regulators,
   compressors, construction equipment, tools, communication and computer
   equipment, software and office equipment, as required for the conduct
   of its business.

3. The following information relates to Nicor Gas for calendar year 1998:

   a.  Mcf of natural gas distributed at
       retail (1)                                         236,750,680

   b.  Mcf of natural gas distributed at
       retail outside of Illinois                            None

   c.  Mcf of natural gas sold at wholesale
       outside of or at the state line of 
       Illinois (2)                                           516,149

   d.  Mcf of natural gas purchased outside
       of or at the state line of Illinois (3)            220,296,177

   (1) Represents direct sales to residential and commercial consumers
       only.  Sales to industrial consumers for their own use were
       7,068,054.  In addition, 175,728,884 Mcf and 67,430,891 Mcf of
       customer-owned gas were delivered to industrial and commercial
       consumers, respectively, through transportation agreements.
   (2) Represents transactions with a third party such as a marketer,
       broker and/or other reseller of natural gas, undertaken for the
       benefit of retail ratepayers.  No gas was sold directly to end-
       users outside the state of Illinois.
   (3) Although this gas was purchased outside of Illinois, it was
       transported to Illinois by nonaffiliated pipelines and virtually
       all of the gas was delivered inside the State.

4. Not applicable.

                                   - 3 -





                                 Signature



The above-named claimant has caused this statement to be duly executed on
its behalf by its authorized officer on this 25th day of February, 1999.


                                         Nicor Inc.



                                         By        DAVID L. CYRANOSKI     
                                                   David L. Cyranoski
                                                 Senior Vice President,
                                                Secretary and Treasurer

CORPORATE SEAL





ATTEST:



          A. C. ALLISON           
          A. C. Allison
       Assistant Secretary








Name, title and address of officer to whom notices and correspondence
concerning this statement should be addressed:

                    D. L. Cyranoski
                    Senior Vice President,
                    Secretary and Treasurer

                    Nicor Inc.
                    P. O. Box 3014
                    Naperville, Illinois  60566-7014

                                   - 4 -




                               Exhibits Index


Exhibit
 Number                               Description                        

  A-1         Nicor Inc. Consolidating Statement of Income

  A-2         Nicor Inc. Consolidating Balance Sheet

  A-3         Nicor Inc. Consolidating Statement of Retained Earnings

  A-4         Birdsall, Inc. Consolidating Statement of Income

  A-5         Birdsall, Inc. Consolidating Balance Sheet

  A-6         Birdsall, Inc. Consolidating Statement of Retained Earnings

   B          Nicor Inc. Consolidated Financial Data Schedule




                                   - 5 -



<TABLE>
                                                            Nicor Inc.                                      Exhibit A-1
                                               Consolidating Statement of Income                           (Unaudited)
                                             For the Year Ended December 31, 1998
                                               (Millions, except per share data)
<CAPTION>
                                                                                         Discontinued
                                                                                          Operations,
                                                                                          Adjustments
                                    Nicor       Nicor      Birdsall,         Other            and
                                     Inc.        Gas         Inc.    (a) Subsidiaries    Eliminations   Consolidated

<S>                                <C>    <C> <C>          <C>             <C> <C>          <C>    <C>    <C>
Operating revenues                 $      -   $1,229.0     $  224.5        $   11.6         $      -      $1,465.1

Operating expenses:
 Cost of gas                              -      681.5            -             1.2                -         682.7
 Operating and maintenance              2.6      144.8        178.6            12.0                -         338.0
 Depreciation                             -      120.8         15.4              .3                -         136.5
 Taxes, other than income taxes           -       96.4          2.9               -                -          99.3
                                        2.6    1,043.5        196.9            13.5                -       1,256.5

Operating income (loss)                (2.6)     185.5         27.6            (1.9)               -         208.6

Other income (expense):
 Income from continuing
   subsidiaries                       111.6          -            -               -           (111.6)            -
 Other, net                             6.2        7.2          2.6             (.1)             (.4)         15.5
                                      117.8        7.2          2.6             (.1)          (112.0)         15.5
Income (loss) before interest
 on debt and income taxes             115.2      192.7         30.2            (2.0)          (112.0)        224.1

Interest on debt, net of
 amounts capitalized                    2.3       43.4          1.3              .2              (.6)         46.6
Income (loss) before income taxes     112.9      149.3         28.9            (2.2)          (111.4)        177.5

Income taxes                           (3.5)      55.3         10.2            (1.0)              .1          61.1
Net income (loss)                     116.4       94.0         18.7            (1.2)          (111.5)        116.4

Dividends on preferred stock             .3         .4            -               -              (.4)           .3
Earnings (loss) applicable to
 common stock                       $ 116.1   $   93.6     $   18.7        $   (1.2)        $ (111.1)     $  116.1

Basic earnings per average share
 of common stock                                                                                            $ 2.43

Average shares of common stock
 outstanding                                                                                                  47.9

Dilutive earnings per average share
 of common stock                                                                                            $ 2.42

Average dilutive shares of common
 stock                                                                                                        48.1

<F1>
(a) From Consolidated column on Exhibit A-4.                                                          
<F2>
Note:  Subsidiaries combined under Other Subsidiaries in Exhibits A-1 through A-6 aggregate less than 2% of Nicor
       Inc. consolidated assets.
</TABLE>



<TABLE>
                                                           Nicor Inc.                                       Exhibit A-2
                                                  Consolidating Balance Sheet                              (Unaudited)
                                                       December 31, 1998 
                                                           (Millions)

<CAPTION>
                                                                                         Discontinued
                                                                                          Operations,
                                                                                          Adjustments
                                        Nicor      Nicor   Birdsall,         Other            and
                                         Inc.       Gas       Inc.  (a)  Subsidiaries    Eliminations   Consolidated

ASSETS

Current assets:
 <S>                                   <C>  <C>  <C> <C>      <C>  <C>     <C>  <C>        <C>            <C> <C>
 Cash and cash equivalents             $    (.2) $   31.5     $    9.1     $    9.9        $  (37.3)      $   13.0
 Short-term investments, at cost
   which approximates market                  -         -         55.8            -               -           55.8
 Receivables, less allowance of $6.3       75.2     236.1          2.5          3.1           (52.9)         264.0
 Gas in storage, at last-in,
   first-out cost                             -     105.5            -            -               -          105.5
 Other                                      1.1      23.3          4.0           .5            (2.5)          26.4
                                           76.1     396.4         71.4         13.5           (92.7)         464.7

Investments in continuing
 subsidiaries                             829.5         -            -            -          (829.5)             -

Property, plant and equipment, at cost:
   Gas distribution                           -   3,105.2            -            -            14.5        3,119.7
   Shipping                                   -         -        258.9            -               -          258.9
   Other                                     .1         -            -          1.1               -            1.2
                                             .1   3,105.2        258.9          1.1            14.5        3,379.8
 
 Less accumulated depreciation                -   1,487.4        145.6           .5            14.5        1,648.0
                                             .1   1,617.8        113.3           .6               -        1,731.8

Other assets                               24.6     111.2         27.4          4.5              .4          168.1

                                       $  930.3  $2,125.4     $  212.1     $   18.6        $ (921.8)      $2,364.6

LIABILITIES AND CAPITALIZATION

Current liabilities:
 Long-term obligations due within
   one year                            $    1.2  $     .5     $      -     $      -        $    (.5)      $    1.2
 Short-term borrowings                     49.2     214.5            -           .3           (29.5)         234.5
 Accounts payable                          22.0     242.9         21.9          3.3           (19.8)         270.3
 Accrued gas cost                             -      29.9            -            -               -           29.9
 Other                                     20.8      47.0           .2            -           (25.0)          43.0
                                           93.2     534.8         22.1          3.6           (74.8)         578.9

Deferred credits and other liabilities:
 Deferred income taxes                     18.3     196.2         15.7          8.7               -          238.9
 Regulatory income tax liability              -      78.6            -            -               -           78.6
 Unamortized investment tax
   credits                                    -      44.1            -            -               -           44.1
 Other                                     39.5      62.7          2.0           .3            (3.0)         101.5
                                           57.8     381.6         17.7          9.0            (3.0)         463.1

Capitalization:
 Long-term debt                            14.0     520.8         22.5            -               -          557.3
 Preferred stock
   Redeemable                               6.3       7.6            -            -            (7.6)           6.3
   Nonredeemable                              -       1.4            -            -            (1.4)             -
 Common stock                             118.8      76.2           .5         12.2           (88.9)         118.8
 Paid-in capital                              -     108.1         12.0          (.1)         (120.0)             -
 Retained earnings                        640.2     494.9        137.3         (6.1)         (626.1)         640.2
                                          779.3   1,209.0        172.3          6.0          (844.0)       1,322.6

                                       $  930.3  $2,125.4     $  212.1     $   18.6        $ (921.8)      $2,364.6
<F1>
(a) From Consolidated column on Exhibit A-5.
</TABLE>




<TABLE>
                                                       Nicor Inc.                                          Exhibit A-3
                                      Consolidating Statement of Retained Earnings                         (Unaudited)
                                          For the Year Ended December 31, 1998
                                                       (Millions)
<CAPTION>
                                                                                         Discontinued
                                                                                          Operations,
                                                                                          Adjustments
                                        Nicor      Nicor   Birdsall,         Other           and
                                         Inc.       Gas       Inc.  (a)  Subsidiaries    Eliminations   Consolidated


<S>                                    <C>       <C>        <C>            <C> <C>           <C>          <C>
Balance at beginning of year           $  623.5  $  497.3   $  118.6       $   (6.3)         $ (609.6)    $  623.5

Transfer to surplus                           -         -          -            1.4              (1.4)           -

Net income (loss)                         116.4      94.0       18.7           (1.2)           (111.5)       116.4

Dividends on common stock                 (70.6)    (96.0)         -              -              96.0        (70.6)
 
Dividends on preferred stock                (.3)      (.4)         -              -                .4          (.3)

Reacquired and canceled stock             (28.8)        -          -              -                 -        (28.8)

Balance at end of year                 $  640.2  $  494.9   $  137.3       $   (6.1)         $ (626.1)    $  640.2


<F1>
(a) From Consolidated column on Exhibit A-6.
</TABLE>




<TABLE>
                                                        Birdsall, Inc.                                     Exhibit A-4
                                             Consolidating Statement of Income                            (Unaudited)
                                            For the Year Ended December 31, 1998
                                                         (Millions)
<CAPTION>
                                                 Tropical
                                                Shipping &     Birdsall                     Adjustments
                                 Birdsall,     Construction   Shipping,        Other            and
                                    Inc.      Company, Ltd.      S.A.      Subsidiaries    Eliminations   Consolidated

<S>                               <C>            <C>           <C> <C>        <C>             <C>            <C>
Operating revenues                $  54.2        $ 190.4       $   9.3        $  56.6         $ (86.0)       $ 224.5

Operating expenses
  Operating and maintenance          47.4          165.0           4.4           47.8           (86.0)         178.6
  Depreciation                        4.3            8.7           1.9             .4              .1           15.4
  Taxes, other than income
    taxes                             1.3            1.4             -             .2               -            2.9
                                     53.0          175.1           6.3           48.4           (85.9)         196.9
Operating income (loss)               1.2           15.3           3.0            8.2             (.1)          27.6

Other income (expense), net          13.3            4.6             -            2.1           (17.4)           2.6

Income (loss) before interest
  on debt and income taxes           14.5           19.9           3.0           10.3           (17.5)          30.2
 
Interest on debt, net of amounts
  capitalized                         1.2             .6           (.5)             -               -            1.3
Income (loss) before income
  taxes                              13.3           19.3           3.5           10.3           (17.5)          28.9

Income taxes                          8.3             .2             -            1.7               -           10.2

Net income (loss)                 $   5.0        $  19.1       $   3.5        $   8.6         $ (17.5)       $  18.7

</TABLE>




<TABLE>
                                                       Birdsall, Inc.                                       Exhibit A-5
                                               Consolidating Balance Sheet                                 (Unaudited)
                                                    December 31, 1998
                                                        (Millions)
<CAPTION>
                                                    Tropical
                                                   Shipping &     Birdsall                   Adjustments
                                    Birdsall,     Construction   Shipping,       Other           and
                                       Inc.      Company, Ltd.      S.A.     Subsidiaries   Eliminations   Consolidated

ASSETS

Current assets:
 <S>                                 <C>  <C>       <C> <C>       <C>   <C>     <C> <C>        <C>   <C>      <C> <C>
 Cash and cash equivalents           $    .6        $   6.9       $     -       $   1.6        $     -        $   9.1
 Short-term investments, at cost
   which approximates market               -           50.8             -           5.0              -           55.8
 Receivables,
   less allowances of $.02                .1            1.1             -           1.3              -            2.5
 Other                                   2.2            1.5             -            .3              -            4.0
                                         2.9           60.3             -           8.2              -           71.4

Investments in subsidiaries              6.2           28.6             -           2.2          (37.0)             - 

Property, plant and equipment,
 at cost                                75.8          128.0          47.3           5.0            2.8          258.9
 Less accumulated depreciation          46.4           68.2          25.7           2.6            2.7          145.6
                                        29.4           59.8          21.6           2.4             .1          113.3

Other assets                            28.9            2.2           8.8           3.2          (15.7)          27.4

                                     $  67.4        $ 150.9       $  30.4       $  16.0        $ (52.6)       $ 212.1

LIABILITIES AND CAPITALIZATION

Current liabilities:
 Accounts payable                    $   6.6        $  12.6       $    .6       $   2.2        $   (.1)       $  21.9
 Other                                     -             .1             -            .1              -             .2
                                         6.6           12.7            .6           2.3            (.1)          22.1

Deferred credits and other
 liabilities:
   Deferred income taxes                15.7              -             -             -              -           15.7
   Other                                 1.1           16.1            .5             -          (15.7)           2.0
                                        16.8           16.1            .5             -          (15.7)          17.7

Capitalization:
 Long-term debt                         22.5              -             -             -              -           22.5
 Preferred stock                           -            2.0             -             -           (2.0)             -
 Common stock                             .5              -             -           3.3           (3.3)            .5
 Paid-in capital                        12.0              -          25.3           1.8          (27.1)          12.0
 Retained earnings                       9.0          120.1           4.0           8.6           (4.4)         137.3
                                        44.0          122.1          29.3          13.7          (36.8)         172.3

                                     $  67.4        $ 150.9       $  30.4       $  16.0        $ (52.6)       $ 212.1

</TABLE>



<TABLE>
                                                   Birdsall, Inc.                                          Exhibit A-6
                                    Consolidating Statement of Retained Earnings                           (Unaudited)
                                        For the Year Ended December 31, 1998                
                                                     (Millions)
<CAPTION>
                                                   Tropical
                                                  Shipping &     Birdsall                  Adjustments
                                    Birdsall,    Construction   Shipping,      Other           and
                                       Inc.     Company, Ltd.      S.A.    Subsidiaries   Eliminations  Consolidated


<S>                                  <C> <C>       <C>           <C> <C>      <C> <C>        <C>           <C>
Balance at beginning of year         $   4.0       $ 107.2       $   3.0      $   8.7        $  (4.3)      $ 118.6

Net income (loss)                        5.0          19.1           3.5          8.6          (17.5)         18.7

Dividends on common stock                  -          (6.2)         (2.5)        (8.7)          17.4             - 

Balance at end of year               $   9.0       $ 120.1       $   4.0      $   8.6        $  (4.4)      $ 137.3

</TABLE>



                                                                 Exhibit B 
                                                               (Unaudited)





                                Nicor Inc.
                   Consolidated Financial Data Schedule
                   For the Year Ended December 31, 1998
                                (Millions)





             1.  Total Assets                        $2,364.6

             2.  Total Operating Revenues             1,465.1

             3.  Net Income                             116.4