NICOR INC
10-Q, 1996-05-08
NATURAL GAS DISTRIBUTION
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                             UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
                              FORM 10-Q



(Mark One)
       
[ X ]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934
       For the quarterly period ended March 31, 1996

                                or

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

Commission file number 1-7297



                                 NICOR Inc.                     
            (Exact name of registrant as specified in its charter)
       
               Illinois                               36-2855175    
       (State of incorporation)                     (I.R.S. Employer
                                                  Identification No.)

           1844 Ferry Road                                     
         Naperville, Illinois                         60563-9600   
        (Address of principal                         (Zip Code)
          executive offices)
       
   
                               (708)305-9500          
                       (Registrant's telephone number)





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, 1996, were
50,142,729.   

                                                                            

NICOR Inc.                                                   Page i 

Table of Contents

                                                            Page
Part I.    Financial Information                           
Item 1.    Financial Statements (Unaudited)                   1

           Consolidated Statement of Income -                
             Three and Twelve Months Ended
             March 31, 1996 and 1995                          2

           Consolidated Statement of Cash Flows -            
             Three and Twelve Months Ended
             March 31, 1996 and 1995                          3

           Consolidated Balance Sheet -                      
             March 31, 1996 and 1995, and 
             December 31, 1995                                4

           Notes to the Consolidated Financial Statements     5

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

Part II.   Other Information

Item 1.    Legal Proceedings                                 12 

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

           Signature                                         13

           Exhibit Index                                     14




Selected terms:

Ill.C.C. - Illinois Commerce Commission.

Mcf, Bcf - Thousand cubic feet, billion cubic feet.
           
TEU - Twenty-foot equivalent unit.

Degree days - Number of degrees by which the daily
              mean temperature falls below 65 degrees
              Fahrenheit.
                           


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.  Because of seasonal and other factors, the
       results for the interim periods presented are not necessarily
       indicative of the results to be expected for the full fiscal year.


<TABLE>
NICOR Inc.                                                                                           Page 2 

Consolidated Statement of Income (Unaudited)
(Millions, except per share data)
<CAPTION>
                                                       Three months ended           Twelve months ended
                                                            March 31                     March 31       
                                                       1996         1995            1996          1995  

<S>                                                  <C>          <C>             <C>          <C>
Operating revenues                                   $  700.9     $  609.8        $1,571.2     $ 1,438.9

Operating expenses
  Cost of gas                                           439.4        375.1           851.5         772.4  
  Operating and maintenance                              77.5         68.5           296.3         272.9
  Depreciation                                           49.4         44.7           116.4         107.3
  Taxes, other than income taxes                         52.5         47.4           109.1         103.8 
                                                        618.8        535.7         1,373.3       1,256.4

Operating income                                         82.1         74.1           197.9         182.5

Other income (expense)
  Interest income                                          .5           .5             3.0           2.3
  Other, net                                              (.2)          .2             2.8           4.1
                                                           .3           .7             5.8           6.4
Income before interest on debt
  and income taxes                                       82.4         74.8           203.7         188.9

Interest on debt, net of 
  amounts capitalized                                    11.7         11.6            42.0          41.7

Income before income taxes                               70.7         63.2           161.7         147.2

Income taxes                                             25.2         22.3            57.2          48.2

Net income                                               45.5         40.9           104.5          99.0

Dividends on preferred stock                               .1           .1              .4            .4 

Earnings applicable to
  common stock                                       $   45.4     $   40.8        $  104.1     $    98.6

Average shares of common
  stock outstanding                                      50.2         51.2            50.4          52.0

Earnings per average share                           
  of common stock                                    $    .90     $    .80        $   2.06     $    1.90

Dividends declared per share
  of common stock                                    $    .33     $    .32        $   1.29     $   1.265

<F1>
The accompanying notes are an integral part of this statement.
</TABLE>



<TABLE>
NICOR Inc.                                                                                           Page 3 

Consolidated Statement of Cash Flows (Unaudited)
(Millions)
<CAPTION>
                                                               Three months ended    Twelve months ended
                                                                    March 31               March 31     
                                                                1996        1995       1996        1995 
Operating activities
  <S>                                                         <C>         <C>        <C>         <C>
  Net income                                                  $  45.5     $  40.9    $ 104.5     $  99.0
  Adjustments to reconcile net income to net cash flow
    provided from continuing operations:
     Depreciation                                                49.4        44.7      116.4       107.3
     Deferred income tax expense (benefit)                      (10.4)       (9.7)      (3.9)      (28.5)   
     Change in working capital items and other:
       Receivables, less allowances                             (46.3)       (4.2)     (85.1)       72.6
       Gas in storage                                            54.2        67.0       (5.8)       (9.7)
       Deferred/accrued gas costs                               (63.7)       74.2     (112.0)       45.9
       Accounts payable                                           7.2       (67.2)     125.5         5.3
       Accrued taxes                                             42.1        38.2        7.9        (3.9)
       Temporary LIFO liquidation                                96.7        80.7       16.0       (46.4)
       Gas refunds due customers                                (10.4)       44.7      (33.2)       47.0
       Other                                                     (3.4)       (4.5)       2.2         3.8
  Net cash flow provided from continuing operations             160.9       304.8      132.5       292.4
  Net cash flow provided from (used for) discontinued
   operations                                                     1.2         (.6)       (.9)       (1.8)
  
  Net cash flow provided from operating activities              162.1       304.2      131.6       290.6

Investing activities
  Capital expenditures                                          (19.5)      (27.6)    (148.8)     (177.3)
  Short-term investments                                         (2.3)       17.2      (11.3)       15.7
  Other                                                           (.3)         .1        1.7         1.4

  Net cash flow used for investing activities                   (22.1)      (10.3)    (158.4)     (160.2)
   
Financing activities
  Net proceeds from issuing long-term debt                          -           -       72.0        99.1
  Disbursements to retire long-term debt                        (50.0)          -     (112.5)      (50.0)
  Short-term borrowings (repayments), net                       (71.2)     (229.4)     110.6       (16.5)
  Dividends paid                                                (16.2)      (16.4)     (65.1)      (66.6)
  Disbursements to reacquire stock                               (4.4)      (15.8)     (22.2)      (67.2)   
  Other                                                             -          .6        1.6         1.5
  
  Net cash flow used for financing activities                  (141.8)     (261.0)     (15.6)      (99.7)

Net increase (decrease) in cash and cash equivalents             (1.8)       32.9      (42.4)       30.7

Cash and cash equivalents, beginning of period                    6.8        14.5       47.4        16.7

Cash and cash equivalents, end of period                      $   5.0     $  47.4    $   5.0     $  47.4

<F1>
The accompanying notes are an integral part of this statement.
</TABLE>


<TABLE>
NICOR Inc.                                                                                           Page 4 

Consolidated Balance Sheet (Unaudited)
(Millions)
<CAPTION>
                                                                    March 31     December 31       March 31
                          Assets                                      1996           1995            1995  

Current assets
  <S>                                                              <C>   <C>       <C>   <C>      <C>  <C>
  Cash and cash equivalents                                        $     5.0       $     6.8      $    47.4
  Short-term investments, at cost which approximates market             21.9            19.6           10.6
  Receivables, less allowances of $8.8, $5.8 and $7.2, respectively    308.0           261.7          222.9
  Deferred gas costs                                                    72.4             8.7              -
  Gas in storage, at last-in, first-out (LIFO) cost                      8.8            63.0            3.0
  Other                                                                 28.4            30.0           26.3

                                                                       444.5           389.8          310.2
Property, plant and equipment, at cost
  Gas distribution                                                   2,901.5         2,886.2        2,772.0
  Shipping                                                             224.3           223.8          223.3
  Other                                                                   .5              .4             .2
                                                                     3,126.3         3,110.4        2,995.5
  Less accumulated depreciation                                      1,377.8         1,331.1        1,275.5

                                                                     1,748.5         1,779.3        1,720.0

Other assets                                                            88.3            90.0           74.6
 
                                                                   $ 2,281.3       $ 2,259.1      $ 2,104.8      
                                                                    
               Liabilities and Capitalization

Current liabilities
  Long-term obligations due within one year                        $    25.0       $    50.0      $    50.0
  Short-term borrowings                                                127.6           198.8           17.0
  Accounts payable                                                     314.3           308.4          191.0
  Temporary LIFO liquidation                                            96.7               -           80.7
  Accrued taxes                                                         54.7            12.6           46.8
  Gas refunds due customers                                             13.8            24.2           47.0
  Accrued gas costs                                                        -               -           39.6
  Other                                                                 25.4            31.7           24.3

                                                                       657.5           625.7          496.4
Deferred credits and other liabilities                           
  Deferred income taxes                                                172.5           180.8          160.4
  Regulatory income tax liability                                       85.6            86.5           89.3
  Unamortized investment tax credits                                    50.3            50.8           53.0
  Other                                                                150.6           150.1          144.3

                                                                       459.0           468.2          447.0
Capitalization
  Long-term debt                                                       443.8           468.7          459.0
  Preferred stock
    Redeemable                                                           8.8             8.8            8.8
    Nonredeemable                                                         .1              .1             .1
  Common equity                                                       
    Common stock                                                       125.4           125.8          127.3
    Paid-in capital                                                     45.6            49.6           64.3
    Retained earnings                                                  541.1           512.2          501.9

                                                                     1,164.8         1,165.2        1,161.4  
    
                                                                   $ 2,281.3       $ 2,259.1      $ 2,104.8
<F1>
The accompanying notes are an integral part of this statement.             
</TABLE>


NICOR Inc.                                                           Page 5 

Notes To The Consolidated Financial Statements (Unaudited)

ACCOUNTING POLICIES

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.  In April 1996, the gas
distribution plant composite depreciation rate increased to 4.1 percent from
3.7 percent.

Gas in Storage.  Gas in storage injections and withdrawals are valued using
the 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 as a temporary LIFO liquidation.

CASH FLOW INFORMATION

Income taxes paid, net of refunds, and interest paid, net of amounts
capitalized, for the periods ended March 31 were (millions): 

                                 Three months       Twelve months
                                 1996     1995      1996     1995
    
    Income taxes paid           $ 1.7    $ 1.4     $53.1    $75.1

    Interest paid                18.2     18.8      41.0     41.4


REGULATORY MATTERS

Rate Proceeding.  On April 3, 1996, the Ill.C.C. granted Northern Illinois
Gas a $33.7 million general rate increase, of which $12 million relates to
the change in the company's composite depreciation rate noted above.  The
order, effective April 11, 1996, allows the company a rate of return on
original-cost rate base of 9.67 percent, which reflects an 11.13 percent
cost of common equity.  The new rate structure will allow Northern Illinois
Gas to recover a larger proportion of its fixed costs during warmer months. 
The overall result is that the company's earnings will be less sensitive to
the effects of weather and the seasonal variations in quarterly earnings
will be reduced.

Several parties, including Northern Illinois Gas, have filed Requests for
Rehearing, which are pending before the Ill.C.C..  The Ill.C.C. has up to 20
days after receipt to act on the rehearing requests.

LONG-TERM DEBT

In March 1996, $50 million of 4-1/2% Northern Illinois Gas First Mortgage
Bonds matured.  The maturity was financed with general corporate funds.



NICOR Inc.                                                           Page 6 

Notes To The Consolidated Financial Statements (Unaudited)
(Concluded)

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 require treatment of certain waste materials on
sites owned by NICOR that may have been generated by two barge-cleaning
facilities previously owned and operated by certain discontinued businesses
of the company.  NICOR has remediated one site in accordance with the
approved closure plan and began the three-year post-closure monitoring
period in 1995.  The cost of evaluation and cleanup of the other site is
currently estimated to range from $5 million to $15 million.  The company is
evaluating whether any of these costs will be recoverable from insurance or
other sources.

Until the early 1950s, manufactured gas facilities were operated in the
Northern Illinois Gas service territory.  Manufactured gas is now known to
have created various by-products that may still be present at these sites. 
Current environmental laws may require cleanup of these former manufactured
gas plant sites ("MGPs").  The company has identified up to 40 properties in
its service territory believed to be the location of such sites.  Of these
40 properties, Northern Illinois Gas currently owns 15 and formerly owned or
leased 13.  The remaining 12 were never owned or leased by the company. 
Information has been presented regarding preliminary reviews of the
company's currently owned and formerly owned or leased properties to the
Illinois Environmental Protection Agency.  More detailed investigations are
currently in progress or planned at many of these sites.  At certain sites,
the current owners are seeking to allocate cleanup costs to former owners or
lessees, including Northern Illinois Gas.

The results of continued testing and analysis should determine to what
extent remediation is necessary and may provide a basis for estimating any
additional future costs which, based on industry experience, could be
significant.  Costs are currently being recovered pursuant to Ill.C.C.
authorization.

On December 20, 1995, Northern Illinois Gas filed suit against certain
insurance carriers in the Circuit Court of Cook County.  This suit seeks to
declare the insurance carriers liable under policies in effect primarily
between the years 1954 and 1985 for costs incurred or to be incurred for
environmental cleanup of former manufactured gas plant sites.  Presently,
management cannot predict the timing or outcome of this lawsuit.  Any
recoveries from such litigation or other sources will be flowed back 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.



NICOR Inc.                                                           Page 7 

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

OVERVIEW

The following discussion should be read in conjunction with the Management's
Discussion and Analysis section of the NICOR Inc. 1995 Annual Report on
Form 10-K.

NICOR's first quarter 1996 net income was $45.5 million compared with
$40.9 million in 1995 and earnings per common share were $.90 compared with
$.80 a year ago.  Net income for the twelve months ended March 31, 1996, was
$104.5 million versus $99 million in the 1995 period and earnings per common
share were $2.06 compared with $1.90 in the prior period.  For both periods,
the increase was primarily due to higher operating results at Northern
Illinois Gas.  Per share results in each period benefited from the company's
common stock buyback programs.

Operating income (loss) for the periods ended March 31 by business segment
was (millions):

                                    Three months       Twelve months 
                                   1996     1995       1996     1995 

    Gas distribution              $ 75.9   $ 68.6     $178.0   $166.0
    Shipping                         6.9      6.3       24.0     20.5
    Other                            (.7)     (.8)      (4.1)    (4.0)

                                  $ 82.1   $ 74.1     $197.9   $182.5


The following summarizes operating income comparisons by business segment:

- -       Gas distribution operating income increased $7.3 million and
        $12 million for the three- and twelve-month periods, respectively,
        due to an increase in natural gas deliveries resulting from colder
        weather and higher demand unrelated to weather, partially offset by
        an increase in depreciation.  The impact of increased deliveries on
        the twelve-month period was also partially offset by higher
        operating and maintenance expenses.

- -       Shipping operating income rose $.6 million for the three-month
        period primarily due to a 10 percent increase in volumes shipped. 
        For the twelve-month period, operating income rose $3.5 million due
        to higher revenue per unit related to an improved cargo mix,
        additional volumes shipped and increased chartering activity.

RESULTS OF OPERATIONS

Details of various financial and operating information by segment can be
found in the tables on pages 10 and 11.  The following summarizes the major
changes in NICOR's revenues and expenses.



NICOR Inc.                                                           Page 8 

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

RESULTS OF OPERATIONS (Concluded)

Operating revenues increased $91.1 million to $700.9 million and
$132.3 million to $1,571.2 million for the three- and twelve-month periods,
respectively.  For both periods, the increase was primarily due to higher
revenues in the gas distribution segment resulting principally from the
increase in deliveries noted on the previous page.  The recovery from
customers of lower natural gas costs partially offset the positive impact of
increased deliveries on revenues for the twelve-month period.

Gas distribution margin, defined as operating revenues less cost of gas and
revenue taxes, is shown in the following table for the periods ended
March 31.  Margin increased $14.1 million and $30.1 million for the three-
and twelve-month periods, respectively, due to the positive impact of colder
weather and higher demand unrelated to weather.  The decrease in margin per
Mcf delivered in the twelve-month period related to several factors,
including the impact of lower margin deliveries due to both colder weather
and increased deliveries to other utilities.

                                      Three months      Twelve months
                                      1996    1995      1996    1995 
     Gas distribution margin   
       (Millions)                    $168.8  $154.7    $456.4  $426.3

     Margin per Mcf delivered           .74     .75       .82     .88


Operating and maintenance expense increased $9 million for the three-month
period largely due to higher costs in the shipping segment caused primarily
by increased volume-related shore and vessel costs.  For the twelve-month
period, operating and maintenance expense increased $23.4 million, primarily
due to higher volume-related operating expenses in the shipping segment and
higher administrative and general costs in the gas distribution segment.

Depreciation expense increased in both periods primarily due to the change
in the gas distribution plant composite depreciation rate and gas plant
additions.  For further information on the change in the plant composite
depreciation rate, see Accounting Policies on page 5.

Other income decreased for the twelve-month period as the change in interest
on income tax adjustments more than offset higher interest income, resulting
primarily from higher interest rates.

The effective income tax rate rose to 35.4 percent from 32.7 percent for the
twelve-month period primarily due to a higher state tax provision and less
excess deferred taxes turning around.

The company has been evaluating its discontinued operations reserve and it
appears that a positive adjustment may be appropriate in the near future.



NICOR Inc.                                                           Page 9 

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

FINANCIAL CONDITION

Net cash flow from operating activities decreased $142.1 million and
$159 million for the three- and twelve-month periods, respectively,
primarily due to the timing of gas cost recoveries and the impact of a 1995
gas pipeline refund in the gas distribution segment.  Net cash flow from
operations may fluctuate widely from one interim period to another due to
the seasonal nature of NICOR's businesses.  The company generally relies on
short-term financing to meet temporary working capital needs.

NICOR and its gas distribution subsidiary maintain short-term credit
agreements with major domestic and foreign banks.  At March 31, 1996, these
agreements, which serve as backup for the issuance of commercial paper,
totaled $340 million and the company had $127.6 million of commercial paper
outstanding.  At March 31, 1996, the unused lines of credit under these
credit agreements were $212.4 million.

In March 1996, $50 million of 4-1/2% Northern Illinois Gas First Mortgage
Bonds matured.  The maturity was financed with general corporate funds.

In March 1996, the company completed the $50 million common stock buyback
program initiated in October 1994.  During the first quarter of 1996, NICOR
purchased and retired approximately 160,000 common shares at an aggregate
cost of $4.4 million.

Effective with the dividend paid on May 1, 1996, NICOR's quarterly dividend
on common stock was increased 3.1 percent to 33 cents per share.  This
payment represents an annual rate of $1.32 per share, a four-cent increase
over the $1.28 per share established with the May 1, 1995 dividend.

RATE PROCEEDING

On April 3, 1996, the Ill.C.C. granted Northern Illinois Gas a $33.7
million, 2.8 percent general rate increase effective April 11, 1996.  For
further information, see Regulatory Matters on page 5.


<TABLE>
NICOR Inc.                                                                                           Page 10

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

OPERATING STATISTICS

Gas Distribution

Changes in weather can have a material effect on operating results; selected weather statistics are in the
table below.  Operating revenues, deliveries and other data are as follows:
<CAPTION>
                                                       Three months ended              Twelve months ended
                                                            March 31                        March 31       
                                                       1996          1995              1996          1995  
Operating revenues (Millions):                       
  Sales
    <S>                                              <C>           <C>               <C>           <C>
    Residential                                      $  417.5      $  367.8          $  899.6      $  828.7
    Commercial                                          117.4         100.7             234.5         218.1
    Industrial                                           23.1          18.3              40.6          37.5
                                                        558.0         486.8           1,174.7       1,084.3  
  Transportation
    Commercial                                           20.3          19.2              51.4          44.3
    Industrial                                           17.9          19.0              61.5          53.9
                                                         38.2          38.2             112.9          98.2

  Revenue taxes and other                                56.3          44.4             108.2          98.7 
                                                     $  652.5      $  569.4          $1,395.8      $1,281.2

Deliveries (Bcf):
  Sales                                                                                           
    Residential                                         115.0          99.9             246.6         205.9
    Commercial                                           31.9          27.0              64.2          54.8
    Industrial                                            6.7           5.2              11.9          10.1
                                                        153.6         132.1             322.7         270.8
  Transportation
    Commercial                                           33.8          25.1              72.7          55.6
    Industrial                                           42.2          48.0             159.8         160.8
                                                         76.0          73.1             232.5         216.4 

                                                        229.6         205.2             555.2         487.2


Gas cost per Mcf sold                                $   2.79      $   2.77          $   2.55      $   2.78


Weather statistics:
  Degree days                                           3,249         2,966             6,394         5,438
  Percent colder (warmer) than normal                     1.8          (6.5)              4.2         (11.3)


Customers at end of period (Thousands):
  Sales
    Residential                                       1,668.0       1,639.3
    Commercial                                          142.4         142.0
    Industrial                                           11.7          11.7
                                                      1,822.1       1,793.0
  Transportation
    Commercial                                           17.4          15.9          
    Industrial                                            2.5           2.3
                                                         19.9          18.2

                                                      1,842.0       1,811.2 
</TABLE>


<TABLE>
NICOR Inc.                                                                                           Page 11

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

OPERATING STATISTICS (Concluded)
<CAPTION>
                                                           Three months ended           Twelve months ended
                                                                March 31                      March 31     
                                                            1996        1995              1996        1995 
Shipping

<S>                                                       <C>         <C>               <C>         <C>
Operating revenues (Millions)                             $  44.7     $  39.7           $ 168.5     $ 155.8
    
Operating income (Millions)                               $   6.9     $   6.3           $  24.0     $  20.5

TEUs shipped (Thousands)
  Southbound                                                 21.0        18.4              78.9        75.7
  Northbound                                                  3.2         4.0              14.8        16.0   
  Interisland                                                 1.6         1.1               5.5         4.6

                                                             25.8        23.5              99.2        96.3  


Revenue per TEU                                           $ 1,642     $ 1,609           $ 1,616     $ 1,542

Ports served (at March 31)                                     23          24

Vessels owned (at March 31)                                    14          14                            
</TABLE>
    
  

 
NICOR Inc.                                                           Page 12

PART II - Other Information

Item 1.  Legal Proceedings

         For information concerning legal proceedings, see Contingencies in
         Notes to the Consolidated Financial Statements 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 1996.



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 8, 1996                          By       DAVID L. CYRANOSKI      
                                                    David L. Cyranoski
                                                  Senior Vice President,
                                                 Secretary and Controller



NICOR Inc.                                                           Page 14

Exhibit Index

 Exhibit
 Number                          Description of Document                    

  27.01    Financial Data Schedule.


<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENT OF INCOME, THE CONSOLIDATED BALANCE SHEET AND THE
CONSOLIDATED STATEMENT OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1996
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                         1641
<OTHER-PROPERTY-AND-INVEST>                        107
<TOTAL-CURRENT-ASSETS>                             445
<TOTAL-DEFERRED-CHARGES>                             0
<OTHER-ASSETS>                                      88
<TOTAL-ASSETS>                                    2281
<COMMON>                                           125
<CAPITAL-SURPLUS-PAID-IN>                           46
<RETAINED-EARNINGS>                                541
<TOTAL-COMMON-STOCKHOLDERS-EQ>                     712
                                9
                                          0
<LONG-TERM-DEBT-NET>                               421
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                           23
<COMMERCIAL-PAPER-OBLIGATIONS>                     128
<LONG-TERM-DEBT-CURRENT-PORT>                       25
                            0
<CAPITAL-LEASE-OBLIGATIONS>                          0
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                     963
<TOT-CAPITALIZATION-AND-LIAB>                     2281
<GROSS-OPERATING-REVENUE>                          701
<INCOME-TAX-EXPENSE>                                25
<OTHER-OPERATING-EXPENSES>                         619
<TOTAL-OPERATING-EXPENSES>                         644
<OPERATING-INCOME-LOSS>                             57
<OTHER-INCOME-NET>                                   0
<INCOME-BEFORE-INTEREST-EXPEN>                      57
<TOTAL-INTEREST-EXPENSE>                            11
<NET-INCOME>                                        46
                          1
<EARNINGS-AVAILABLE-FOR-COMM>                       45
<COMMON-STOCK-DIVIDENDS>                            17
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                             162
<EPS-PRIMARY>                                      .90
<EPS-DILUTED>                                        0
        

</TABLE>


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