NICOR INC
U-3A-2/A, 1994-04-08
NATURAL GAS DISTRIBUTION
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                                                               File No. 69-228




                        SECURITIES AND EXCHANGE COMMISSION

                                  Washington, D.C.

                                   FORM U-3A-2/A

                                  Amendment No. 1

    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.   
                                (Name of company)




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

                           Item 4.  Not applicable.  

                           Exhibit C.  Not applicable.




                                   Signature


  The above-named claimant has caused this Amendment to its statement to be
  duly executed on its behalf by its authorized officer on this 8th day of
  April, 1994.


                                         NICOR Inc.



                                         By            J. J. LANNON           
                                                       J. J. Lannon
                                                Senior Vice President and
                                                 Chief Financial Officer




  CORPORATE SEAL




  ATTEST:



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










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

                                      J. J. Lannon
                                      Senior Vice President and
                                      Chief Financial Officer

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




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