Company Name: Nicor Inc
Public Availability Date: January 28, 2008

Document Sections:

INQUIRY LETTER
APPENDIX 1
INQUIRY LETTER
INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

December 18, 2007

REVISED VERSION

BY FEDEX

Office of Chief Counsel
Division of Corporate Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

RE: Rule 14a-8 Request for No-Action Letter for Nicor Inc.

Ladies and Gentlemen:

We are writing as counsel to Nicor Inc., an Illinois corporation ("Nicor" or the "Company") pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company hereby notifies the U.S. Securities and Exchange Commission (the "Commission") of its intention to exclude from its proxy statement and form of proxy to be distributed in connection with the Company's 2008 Annual Meeting of Shareholders ("2008 Proxy Materials") the shareholder proposal (the "2008 Proposal") submitted by Mr. Nick Rossi. Attached as Exhibit A is a copy of the 2008 Proposal, which requests that the Company "adopt simple majority vote requirements in [the Company's] Charter and By-laws." Nicor requests confirmation that the staff of the Division of Corporate Finance of the Securities and Exchange Commission (the "Division") will not recommend enforcement action if the Company excludes the 2008 Proposal from the 2008 Proxy Materials.

Pursuant to Rule 14a-8, enclosed are six (6) copies of this letter which is also being sent to Mr. Nick Rossi notifying him of the Company's intent to omit the 2008 Proposal from the 2008 Proxy Materials. Definitive copies of the 2008 Proxy Materials are scheduled to be filed pursuant to Rule 14a-6 no earlier than March 10, 2008, and the Annual Meeting of Shareholders is scheduled to occur on April 24, 2008.

For the reasons set forth below, Nicor believes that the 2008 Proposal is properly excludable under the following two exceptions to Question 9 under Rule 14a-8: (1) the 2008 Proposal has been substantially implemented by Nicor, and (2) the 2008 Proposal directly conflicts with more than one of Nicor's own proposals to be submitted to shareholders at the 2008 Annual Meeting.

Background.

In 2006, Mr. Emil Rossi submitted a shareholder proposal to Nicor recommending "adoption of a simple majority stockholder vote requirement applicable to the greatest number of shareholder voting issues possible" (the "2007 Proposal"). At the Company's 2007 Annual Meeting, a majority of the votes cast by Nicor shareholders favored the 2007 Proposal.

In response to the shareholder vote, Nicor's Board of Directors (the "Board") reviewed and discussed the 2007 Proposal and the current shareholder voting requirements established by the Restated Articles of Incorporation of the Company (the "Articles"), the Amended and Restated By-Laws of the Company (the "Bylaws"), and the Illinois Business Corporation Act (the "Act"). The Board determined that generally matters submitted to a shareholder vote are approved by the affirmative vote of a majority of votes cast provided there is a quorum. However, certain exceptions requiring supermajority voting by all shareholders are established by Articles Twelve, Thirteen and Fourteen of the Articles and Sections 7.85 and 11.75 of the Act. Additional exceptions requiring supermajority voting by preferred or preference stockholders, as a class, are established by Article Five of the Articles. The Articles may be amended to eliminate supermajority voting requirements and to opt out of Sections 7.85 and 11.75 of the Act. To amend the Articles, the Board must adopt resolutions proposing amendments to the Articles. The amendments must then be submitted at the annual meeting to the shareholders, who may vote to adopt the amendments.

Given the shareholder vote on the 2007 Proposal, the Board resolved to submit to a shareholder vote at the 2008 Annual Meeting amendments to Articles Twelve, Thirteen and Fourteen of the Articles and the addition of a new Article Thirteen A to opt out of Sections 7.85 and 11.75 of the Act (together the "Proposed Amendments" and individually a "Proposed Amendment"). The Board's resolutions and the Proposed Amendments are attached hereto as Exhibit B. The Board did not resolve to submit to a preferred and preference stockholder vote amendments to Article Five, as Article Five operates to protect the investment interests of preferred and preference class stockholders and does not impact the rights of common stockholders.1

The Proposed Amendments will be included in the 2008 Proxy Materials, along with a description of the background of each Proposed Amendment and the impact of each Proposed Amendment. If all of the Proposed Amendments are adopted by Nicor's shareholders, supermajority voting requirements for shareholders voting as a single class would be eliminated.

The 2008 Proposal may be omitted under Rule 14a-8(i)(10) because it has been substantially implemented by Nicor.

Rule 14a-8(i)(10) provides that the exclusion of a shareholder proposal is permitted if the company has already "substantially implemented" the proposal. The Division has indicated that "it is insufficient for the company to have merely considered the proposal." Securities Exchange Act Release No. 39093 (September 18, 1997) at footnote 49. See also Securities Exchange Act Release No. 40018 (May 21, 1998) (adopting rule changes); Current Income Shares, Inc. (July 10, 2001). Instead, the Division requires that "the Board must have actually taken steps to implement the proposal." Tri-Continental Corporation (March 25, 2003); Current Income Shares, Inc. (July 10, 2001).

By reviewing the current shareholder voting requirements and then resolving to submit the Proposed Amendments to a shareholder vote, Nicor has not "merely considered" the 2007 Proposal; the Board has "actually taken steps to implement the proposal." The Board has exhausted the actions it may take to amend the Articles.

The 2008 Proposal requests that the Company "adopt simple majority vote requirements in [the Company's] Charter and By-laws." The Proposed Amendments, which will be included for shareholder vote in the 2008 Proxy Materials, would adopt simple majority voting requirements. Therefore, the 2008 Proposal is substantially implemented, and is properly excludable as moot under Rule 14a-8(i)(10).

The 2008 Proposal may be omitted under Rule 14a-8(i)(9) because it directly conflicts with more than one of Nicor's own proposals to be submitted to shareholders at the 2008 Annual Meeting.

Rule 14a-8(i)(9) provides that the exclusion of a shareholder proposal is permitted if the proposal directly conflicts with one of the company's own proposals to be submitted to shareholders at the same meeting. The Division has held that shareholder proposals may be excluded when the shareholder proposal and a company sponsored proposal "present alternative and conflicting decisions for shareholders and that submitting both proposals to a vote could provide inconsistent and ambiguous results." Gyrodyne Company of America, Inc, (October 31, 2005); Croghan Bancshares, Inc. (March 13, 2002); First Niagara Financial Group, Inc. (March 7, 2002).

The 2008 Proposal directly conflicts with the Proposed Amendments which will be included for shareholder vote in the 2008 Proxy Materials. The 2008 Proposal urges Nicor to "take all steps necessary, in compliance with applicable law, to fully adopt simple majority vote requirements" and, citing the shareholder vote on the 2007 Proposal, urges the Board to "now act to adopt this proposal." By resolving to submit to a shareholder vote the Proposed Amendments, the Board has adopted the 2007 Proposal and has taken "all steps." However, if both the 2008 Proposal and the Proposed Amendments were included in the 2008 Proxy Materials, it would imply to shareholders that the Board has not acted on the 2007 Proposal and is not putting to shareholder vote the adoption of simple majority voting requirements. Such an implication to shareholders would result in inconsistent and ambiguous voting results. Therefore, the 2008 Proposal directly conflicts with Nicor's own proposals to be included in the 2008 Proxy Materials, and is properly excludable under Rule 14a-8(i)(9).

Conclusion.

As demonstrated above, Nicor has "substantially implemented" the 2008 Proposal, and as such, the 2008 Proposal is properly excludable as moot under Rule 14a-8(i)(10). Further, the 2008 Proposal directly conflicts with more than one of Nicor's own proposals to be submitted at the same meeting, and as such, the 2008 Proposal may be omitted under Rule 14a-8(i)(9).

On behalf of Nicor, we respectfully request that the Division of Corporate Finance confirm that (i) the 2008 Proposal may be properly omitted from the 2008 Proxy Materials, and (ii) the Division of Corporate Finance will not recommend any enforcement action to the Commission if the Proposal is omitted from the 2008 Proxy Materials.

If you have any questions with respect to the foregoing, or wish to discuss any of the views expressed in this letter, please contact me at (312) 876-6521. We look forward to your response on this matter.

Very truly yours,

/s/

Richard S. Meller

Exhibit A: 2008 Proposal
Exhibit B: Board Resolutions with Proposed Amendments

cc: Paul C. Gracey, Jr.
John Chevedden

-----FOOTNOTES-----

1 Article Five requires a supermajority vote of approval from the affected series of preferred or preference stock for (i) amendment of the Articles or Board resolution establishing the series that would adversely affect the rights of the holders of the shares of such series and (ii) the creation of any stock with a class ranking prior to or on a parity with the affected class with respect to payments of dividends or distribution of assets.

[APPENDIX 1]

[GAS: Rule 14a-8 Proposal, October 22, 2007] 3Adopt Simple Majority Vote

RESOLVED, Shareowners urge our company to take all steps necessary, in compliance with applicable law, to fully adopt simple majority vote requirements in our Charter and By-laws.

This shareholder proposal topic won our 66%-support at our 2007 annual meeting. Previously a 2006 shareholder proposal on another topic, poison pill, won our 60%-support. In response to our 60%-support our management partially adopted the proposal. I believe that our board should now act to adopt this proposal for simple majority vote in response to our 66%-support in 2007.

Simple majority vote also won an impressive 72% yes-vote average at 24 major companies in 2007. The Council of Institutional Investors www.cii.org recommends adoption of simple majority vote and the adoption of shareholder proposals upon receiving their first majority vote.

Currently a 1%-minority can frustrate the will of a 79%-shareholder majority under our 80% supermajority provision. Also a supermajority vote requirement, like we now have, can be almost impossible to obtain when one considers abstentions and broker non-votes. For example, a Goodyear (GT) proposal failed to pass even though 90% of votes cast were yes-votes.

This shareholder proposal text is subject to a more vigorous vetting process for accuracy and truthfulness than the corresponding management position statement. I believe that our Corporate Governance Committee Chairman, Mr. Rau, acted irresponsibly in approving a management position statement in our 2007 annual meeting proxy materials.

The merits of adopting this proposal should also be considered in the context of our company's overall corporate governance structure and individual director performance. For instance in 2007 the following structure and performance issues were reported (and certain concerns are noted):

We had no independent ChairmanIndependent oversight concern.

Our directors can still remain on our Board even if 90% of shares vote against each of them.

Mr. Birdsall had 25-years director tenure and a potentially conflicting link to our company, yet was on our key Compensation CommitteeIndependence concerns.

Mr. Bergstrom was designated as an "Accelerated Vesting" directors by The Corporate Library due to his involvement with a board that accelerated stock option vesting to avoid recognizing the corresponding expense.

Additionally:

An awesome 80% shareholder vote was required to make certain key changesEntrenchment concern.

No shareholder right to act by written consent.

Poison pill: Our directors can adopt a poison pill and prevent us from ever voting on it.

Our management announced in 2007 that it paid a $10 million fine and reached a settlement with the Securities Exchange Commission regarding an investigation into results.

The above concerns shows there is room for improvement and reinforces the reason to take one step forward now to encourage our board to respond positively to our 66%-support for this topic:

[INQUIRY LETTER]

December 29, 2007

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

# 1 Nicor Inc. (GAS) Shareholder Position on Company No-Action Request Rule 14a-8 Proposal: Simple Majority Vote Nick Rossi

Ladies and Gentlemen:

This responds to the company December 18, 2007 no action request regarding the following rule 14a-8 proposal (bold added):

RESOLVED, Shareowners urge our company to take all steps necessary, in compliance with applicable law, to fully adopt simple majority vote requirements in our Charter and By-laws.

Although the above text states "to fully adopt simple majority vote requirements in our Charter and By-laws" the company acknowledges that there will be at least one hold-outsupermajority will continue to apply to Article Five.

The company is vague on whether there are additional hold-outs to supermajority beyond Article Five. Thus the no action request is at least incomplete. Furthermore the company does not state whether or not it will recommend a yes-vote for its limited proposalyet the company incredulously claims to now be exhausted in the action it can take. Also the company does not disclose the percentage-vote required for shareholder approval.

The company incredulously argues that this rule 14a-8 proposal conflicts with the company proposal because this rule 14a-8 proposal could expose the company as not fully implementing the rule 14a-8 proposalwhich the company has already admitted to (for supposedly a good, but not fully explained reason).

This proposal would not conflict with the company proposal. It would simply give shareholders the option to exceed or lessen their 66%-suport for fully adopting this topic and to also vote in favor of the company proposal because the company proposal is at least progress in the direction of the rule 14a-8 proposal.

The company's limited response to this proposal also puts the shareholders in the position of potentially having to address this very topic again in a 2009 rule 14a-8 proposal to complete the incomplete work the company is now doing. Full implementation is particularly important because Nicor shareholders gave 66%-support to the full version of the rule 14a-8 proposal topic in 2007.

The company position is also counter to this response to an Alaska Air Group, Inc. no action request which did not exclude a shareholder proposal and a company proposal on the same general topic of simple majority vote:

Alaska Air Group, Inc. (March 13, 2001)

"We are unable to conclude that Alaska Air Group has met its burden of establishing that the proposal directly conflicts with one of Alaska Air Group's own proposals to be submitted to shareholders at the same meeting. Accordingly, we do not believe that Alaska Air Group may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(9)."

For these reasons it is respectfully requested that concurrence not be granted to the company on any basis. It is also respectfully requested that the shareholder have the last opportunity to submit material in support of including this proposalsince the company had the first opportunity.

Sincerely,

John Chevedden

cc: Nick Rossi
Paul C. Gracey, Jr.<pgracey@nicor.com> Corporate Secretary

[INQUIRY LETTER]

January 9, 2008

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

Re: Rule 14a-8 Request for No-Action Letter for Nicor Inc.

Ladies and Gentlemen:

Set forth below is the response of Nicor Inc. ("Nicor" or the "Company") to Mr. John Chevedden's letter of December 29, 2007 in which Mr. Chevedden makes several points in his response to Nicor's November 18, 2007 No-Action Request regarding the following Rule 14a-8 proposal:

RESOLVED, Shareowners urge our Company to take all steps necessary, in compliance with applicable law, to fully adopt simple majority vote requirements in our Charter and By-laws.

Mr. Chevedden correctly states, and the Company acknowledged that, Nicor's proposals do not propose to eliminate the "super majority" provisions contained in Article V of the Company's Amended and Restated Articles of Incorporation (the "Articles"). Article V of the Articles sets forth the rights of the preferred stock and provides that the provisions of Article V of the Articles may not be amended in any manner which may materially alter or change the powers, preferences or special rights of the preferred stock so as to effect the preferred stock adversely without the affirmative vote of the holders of 2/3 or more of the applicable class or series of preferred shares. Notwithstanding the Company's decision not to place a proposal with respect to Article V in its proxy, the Company believes, for the reasons stated in its No-Action Request and below that it has substantially complied with the foregoing Rule 14a-8 proposal and that inclusion of such proposal in the proxy would conflict with the Company's proposals.

Mr. Chevedden also states that "the company is vague on whether there are additional hold-outs to supermajority ..." The Company clearly stated in its December 18, 2007 letter, "[i]f all of the Proposed Amendments are adopted by Nicor's shareholders, supermajority voting requirements for shareholders voting as a single class would be eliminated."

As Mr. Chevedden notes, the Company does not state whether or not it will recommend a yes vote for its proposals. The board of directors at this time has not determined whether it will or will not recommend a yes vote for the proposal.

In addition, Mr. Chevedden states that the Company does not disclose the percentage of vote required for shareholder approval. Although the Company does not believe that it is necessary to so disclose in its No-Action Letter Request (it will obviously do so in its proxy), the vote required for Nicor's proposals are as follows: the amendment proposed by Nicor to Article Twelve requires an affirmative vote of 2/3rds of the shares outstanding; the amendments proposed to Articles Thirteen and Fourteen require an affirmative vote of 80% of shares outstanding; and an affirmative vote of a majority of outstanding voting shares is required to opt out of Sections 7.85 and 11.75 of the Illinois Business Corporation Act.

As to Mr. Chevedden's claim that his proposal would not conflict with the Company's proposal, as the Company stated in its No-Action Letter Request, if both Mr. Rossi's proposal and the Company's proposed amendments were included in the 2008 proxy materials, it would imply to Nicor's shareholders that the Board of Directors has not acted on the proposal submitted by Mr. Emil Rossi in 2006 (the "2007 Proposal") and is not putting to shareholder vote the adoption of simple majority voting requirements. Furthermore, the Company believes it has in fact substantially implemented both the 2007 Proposal and the proposal at issue here, submitted by Mr. Nick Rossi in 2007 (the "2008 Proposal") The Company's decision to not include a proposal requiring the vote by the preferred shareholders to repeal protective provisions which prevent amendment to the terms of their preferred shares in which 2/3 of the holders of the shares would have to vote affirmatively to their rights does not rise to the level of failure to substantially implement the 2008 Proposal or the 2007 Proposal. The inclusion of the 2008 Proposal conflicts with the Company's proposals and will only serve to confuse Nicor's shareholders.

Mr. Chevedden also cites to the Alaska Air Group, Inc. ("Alaska Air") (March 13, 2001) No-Action Letter in which the Securities and Exchange Commission indicated that it was unable to conclude whether a shareholder proposal relating to simple majority voting directly conflicted with one of Alaska Air's own proposals to be submitted to shareholders at the same meeting, and was therefore excludable from proxy materials in reliance on rule 14a-8(i)(9). However, Nicor's proposal differs from the Alaska Air proposal on a significant point. Although Alaska Air's proposal sought to eliminate supermajority shareholder voting within Alaska Air's Certificate of Incorporation, the proposal failed to opt-out of the governing provisions of state law that would continue to require supermajority voting. Alaska Air even acknowledged in their February 14, 2001 letter that, despite their proposal, the supermajority voting requirement would be preserved because the company would "continue to rely upon the protective provisions of Delaware General Corporation Law." Nicor's proposal differs from the Alaska Air proposal by including an amendment to opt out of the supermajority voting requirements established by governing state law. As a result, unlike Alaska Air, Nicor's proposal would completely eliminate supermajority voting requirements for shareholders voting as a single class. Therefore, Nicor's proposal directly conflicts with the 2008 Proposal and submitting both proposals to a vote could provide inconsistent and ambiguous results.

On behalf of Nicor, we respectfully request that the Division of Corporation Finance confirm that the 2008 Proposal may be properly omitted from the 2008 proxy materials. We look forward to your response on this matter.

Very truly yours,

/s/

Richard S. Meller

cc: Paul C. Gracey, Jr.
John Chevedden

[STAFF REPLY LETTER]

January 28, 2008

Response of the Office of Chief Counsel Division of Corporation Finance
Re: Nicor Inc. Incoming letter dated December 18, 2007

The proposal urges Nicor to take all steps necessary to fully adopt simple majority vote requirements in its charter and by-laws.

There appears to be some basis for your view that Nicor may exclude the proposal under rule 14a-8(i)(10). We note in particular your representation that Nicor must receive shareholder approval in order to eliminate Nicor's supermajority voting requirements and that shareholders will be provided the opportunity to give that approval at Nicor's 2008 Annual Meeting. Accordingly, we will not recommend enforcement action to the Commission if Nicor omits the proposal from its proxy materials in reliance on rule 14a-8(i)(10). In reaching this position, we have not found it necessary to address the alternative basis for omission upon which Nicor relies.

Sincerely,

/s/

Craig Slivka
Attorney-Adviser