<TABLE>
                                                             Registration No.  
                                                                                          

                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549

                                     FORM S-8

                              REGISTRATION STATEMENT
                                       under
                            the Securities Act of 1933

                                  NICOR Inc. and
                                NI-Gas Thrift Plan          
                              (Name of registrants)


                        ILLINOIS                      36-2855175           
                (State of Incorporation)   (IRS Employer Identification No.)

                                  1844 Ferry Road
                          Naperville, Illinois  60563-9600    
                      (Address of principal executive offices)

                                  NI-Gas Thrift Plan  
                               (Full title of the plan)

                                  David L. Cyranoski
                    Senior Vice President, Secretary and Controller
                                      NICOR Inc.
                                    1844 Ferry Road
                            Naperville, Illinois  60563-9600   
                        (Name and address of agent for service)

      Telephone number, including area code, of agent for service (708) 305-9500

Pursuant to Rule 429 of the General Rules and Regulations under the Securities Act of
1933, the Prospectus contained in this Registration Statement will also be used in
connection with the offering of securities of the Registrant registered under Registration
Statement on Form S-8, File No. 33-41804

                            CALCULATION OF REGISTRATION FEE
<CAPTION>
                                                                                          
                                                    Proposed   Proposed
                                                    Maximum    Maximum
              Title                   Amount        Offering  Aggregate     Amount of
          of Securities                to be       Price per   Offering   Registration
        being Registered            Registered       Share*     Price*         Fee    

<S>                               <C>               <C>       <C>            <C>
Common Stock, par value $2.50..   450,000 shares    $26 3/8   $11,868,750    $4,093     
                                                                                          
*  In accordance with Rule 457(h), the prices stated above are estimated solely for the
   purpose of determining the registration fee and are based on the average of the high
   and low market prices of the stock as reported in the New York Stock Exchange Composite
   Transactions on June 22, 1995.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered or sold pursuant
to the NI-Gas Thrift Plan described herein.
</TABLE>
                                                                               
                                
                                
                                
                                
                                Part II.
           Information Required in the Registration Statement



     The contents of Form S-8 Registration Statement under the Securities
Act of 1933 filed July 19, 1991, registration number 33-41804, are
incorporated herein by reference.

Item 3.  Incorporation of Documents by Reference.

     The following documents, which have heretofore been filed with the
Commission pursuant to the Securities Exchange Act of 1934, are incorporated
herein by reference in this registration statement and shall be deemed to be
a part hereof:

     (a) Annual Report of NICOR on Form 10-K for the year ended December 31,
         1994.

     (b) Amendment No. 1 to 1994 NICOR Form 10-K containing financial
         statements of the NI-Gas Thrift Plan and the NI-Gas Savings
         Investment Plan.

     (c) Quarterly Report of NICOR on Form 10-Q for the quarter ended
         March 31, 1995.

     (d) Description of common stock of NICOR included in Registration
         Statement on Form 8-B dated March 19, 1976, Articles 13 and 14 of
         NICOR's Articles of Incorporation concerning certain business
         combinations and shareholder's meetings in Proxy Statement dated
         March 12, 1987, and Article 5 of NICOR's Articles of Incorporation
         concerning the effect of a two-for-one stock split of the Company's
         shares included as Exhibit 3-06 in the 1992 Annual Report on Form
         10-K.

     All documents filed by NICOR or the Plan with the Commission pursuant
to Section 13(a), 13(c), 14 and 15(d) of Securities Exchange Act of 1934,
after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and
to be a part thereof from the date of filing such documents.

Item 6.  Indemnification of Directors and Officers.

     NICOR and Northern Illinois Gas Company ("NI-Gas") are incorporated in
Illinois.  Section 8.75 of the Illinois Business Corporation Act of 1983
permits, and in some circumstances requires, indemnification of officers,
directors and employees of NICOR and/or NI-Gas.

     The Articles of Incorporation of NICOR and NI-Gas provide
indemnification for all officers, directors or employees of NICOR and NI-
Gas.  Coverage may also be extended to persons who, at the request of NICOR
and/or NI-Gas, serve as agents of NICOR and/or NI-Gas or of any other
corporations, associations or entities.  Indemnification is provided, except
in relation to matters as to which it is finally adjudged or determined that
                                   
                                   S-1




the person breached a duty to NICOR and/or NI-Gas, or the person failed to
act in good faith for a purpose which the person reasonably believed to be
in the best interest of NICOR and/or NI-Gas, or, in the case of criminal
litigation, the person had reasonable cause to believe that such conduct was
unlawful.  If the required indemnification standard is met, indemnification
would cover the liabilities and reasonable expenses of the person.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of NICOR and NI-Gas pursuant to the foregoing provisions, or otherwise,
NICOR and NI-Gas have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment
by NICOR and/or NI-Gas of expenses incurred or paid by a director, officer
or controlling person of NICOR and/or NI-Gas in the successful defense of
any action, suit or proceeding, or claims to the extent covered by contracts
of insurance) is asserted by such director, officer or controlling person in
connection with the securities being registered, NICOR and/or NI-Gas will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

     NICOR and NI-Gas maintain at its expense insurance policies which
insure NICOR and NI-Gas and the officers and directors of NICOR and NI-Gas
against certain liabilities, including certain liabilities which might arise
under the Securities Act of 1933.

Item 8.  Exhibits.

     Reference is made to the Exhibit Index on page S-6 filed herewith.

     The undersigned registrant will submit or has submitted the Plan and
any amendments thereto to the Internal Revenue Service ("IRS") in a timely
manner and has made or will make all changes required by the IRS in order to
qualify the plan.

Item 9.  Undertakings.

                            Rule 415 Offering

     The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
    post-effective amendment to this registration statement:

      (i)  To include any prospectus required by section 10(a)(3) of the
           Securities Act of 1933;

     (ii)  To reflect in the prospectus any facts or events arising after
           the effective date of the registration statement (or the most
           recent post-effective amendment thereof) which, individually or
           in the aggregate, represent a fundamental change in the
           information set forth in the registration statement;


                                   S-2
    
    
    
    
    (iii)  To include any material information with respect to the plan of
           distribution not previously disclosed in the registration
           statement or any material change to such information in the
           registration statement;

    provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
    the registration statement is on Form S-3 or Form S-8 and the
    information required to be included in a post-effective amendment by
    those paragraphs is contained in periodic reports filed with the
    Commission by the registrant pursuant to section 13 or section 15(d) of
    the Securities Exchange Act of 1934 that are incorporated by reference
    in the registration statement.

(2) That, for the purpose of determining any liability under the Securities
    Act of 1933, each such post-effective amendment shall be deemed to be a
    new registration statement relating to the securities offered therein,
    and the offering of such securities at that time shall be deemed to be
    the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
    of the securities being registered which remain unsold at the
    termination of the offering.


  Filings Incorporating Subsequent Exchange Act Documents by Reference

    The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.


              Filing of Registration Statement on Form S-8

     Reference is made to Item 6, Indemnification of Directors and Officers,
for this Undertaking.


                                   S-3
                                
                                
                                
                                
                                SIGNATURES

THE REGISTRANT.  Pursuant to the requirements of the Securities Act of 1933,
NICOR Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement or Amendment thereto to be signed on its behalf by
the undersigned, thereunto duly authorized, at its general office, 1844
Ferry Road, Naperville, Illinois, on the 28th day of June, 1995.

                                    NICOR Inc.


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


Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendment thereto has been signed by the following
persons in the capacities and on the date indicated.


       Signature                       Title                   Date     


    THOMAS L. FISHER      President, Chief Executive 
    Thomas L. Fisher      Officer and Director

   DAVID L. CYRANOSKI     Senior Vice President,
   David L. Cyranoski     Secretary and Controller
                          and Principal Financial
                          Officer

ROBERT M. BEAVERS, JR.*              Director

JOHN H. BIRDSALL, III*               Director

W. H. CLARK*                         Director               June 28, 1995

RICHARD G. CLINE*                    Director                             

JOHN E. JONES*                       Director

DENNIS J. KELLER*                    Director

CHARLES S. LOCKE*                    Director

SIDNEY R. PETERSEN*                  Director

DANIEL R. TOLL*                      Director

PATRICIA A. WIER*                    Director


                          *By           THOMAS D. GREENBERG         
                              Thomas D. Greenberg (Attorney-in-fact)

                                   S-4
                                   
                                   
                                   
                                   
THE PLAN.  Pursuant to the requirements of the Securities Act of 1933, the
Plan has duly caused this Registration Statement or Amendment thereto to be
signed on its behalf by the undersigned, thereunto duly authorized, at the
Northern Illinois Gas Company general office, 1844 Ferry Road, Naperville,
Illinois, on the 28th day of June, 1995.


                                   NI-GAS THRIFT PLAN




                                   By           JOHN C. FLOWERS          
                                                John C. Flowers
                                               Plan Administrator


                                   S-5




                               EXHIBIT INDEX


Exhibit
 Number                          Description of Document                    

  4.01*    Articles of Incorporation of the Company.  (File No. 2-55451,
           Form S-14, Exhibit 1-03 and Exhibit B of Amendment No. 1
           thereto.)

  4.02*    Amendment to Articles of Incorporation of the Company.  (File No.
           2-68777, Form S-16, Exhibit 2-01.)

  4.03*    Amendment to Articles of Incorporation of the Company.  (File No.
           1-7297, Form 10-K for 1985, Exhibit 3-03.)

  4.04*    Amendment to Articles of Incorporation of the Company.  (File No.
           1-7297, Form 10-Q for First Quarter of 1987, Exhibit 19-01.)

  4.05*    Amendment to Articles of Incorporation of the Company.  (File No.
           1-7297, Form 10-K for 1992, Exhibit 3-06.)

  4.06*    Amendments to Articles of Incorporation of the Company.  (Proxy
           Statement dated March 9, 1994, Exhibit A-1 and Exhibit B
           thereto.)

  4.07*    By-laws of the Company.  (File No. 1-7297, Form 10-Q for March
           1995, Exhibit 3(ii).01.)

  23.01    Consents of Arthur Andersen LLP, Independent Public Accountants.

  24.01    Powers of Attorney.



                              

* The exhibits listed above have been heretofore filed with the Securities
  and Exchange Commission as exhibits to registration statements or to other
  filings with the Commission and are incorporated herein as exhibits by
  reference.  The file number and exhibit number of each such exhibit are
  stated, in parentheses, in the description of such exhibit.

                                   S-6
[{"type": "S-8", "sequence": "1", "description": "NI-GAS THRIFT PLAN", "secsgml_size_bytes": 16089}]
{"company-data": {"conformed-name": "NICOR INC", "cik": "0000072020", "assigned-sic": "4924", "irs-number": "362855175", "state-of-incorporation": "IL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60689", "film-number": "95550559"}, "business-address": {"street1": "1844 FERRY RD", "city": "NAPERVILLE", "state": "IL", "zip": "60563", "phone": "7083059500"}, "mail-address": {"street1": "PO BOX 3014", "city": "NAPERVILLE", "state": "IL", "zip": "60566-7014"}}
Registration No.  
                                                                                          

                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549

                                     FORM S-8

                              REGISTRATION STATEMENT
                                       under
                            the Securities Act of 1933

                                  NICOR Inc. and
                                NI-Gas Thrift Plan          
                              (Name of registrants)

                        ILLINOIS                      36-2855175           
                (State of Incorporation)   (IRS Employer Identification No.)

                                  1844 Ferry Road
                          Naperville, Illinois  60563-9600    
                      (Address of principal executive offices)

                                  NI-Gas Thrift Plan  
                               (Full title of the plan)

                                  David L. Cyranoski
                    Senior Vice President, Secretary and Controller
                                      NICOR Inc.
                                    1844 Ferry Road
                            Naperville, Illinois  60563-9600   
                        (Name and address of agent for service)

      Telephone number, including area code, of agent for service (708) 305-9500

Pursuant to Rule 429 of the General Rules and Regulations under the Securities Act of
1933, the Prospectus contained in this Registration Statement will also be used in
connection with the offering of securities of the Registrant registered under Registration
Statement on Form S-8, File No. 33-41804

                            CALCULATION OF REGISTRATION FEE
Proposed   Proposed
                                                    Maximum    Maximum
              Title                   Amount        Offering  Aggregate     Amount of
          of Securities                to be       Price per   Offering   Registration
        being Registered            Registered       Share*     Price*         Fee
Common Stock, par value $2.50..   450,000 shares    $26 3/8   $11,868,750    $4,093     
                                                                                          
*  In accordance with Rule 457(h), the prices stated above are estimated solely for the
   purpose of determining the registration fee and are based on the average of the high
   and low market prices of the stock as reported in the New York Stock Exchange Composite
   Transactions on June 22, 1995.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered or sold pursuant
to the NI-Gas Thrift Plan described herein.
Part II.
           Information Required in the Registration Statement

     The contents of Form S-8 Registration Statement under the Securities
Act of 1933 filed July 19, 1991, registration number 33-41804, are
incorporated herein by reference.

Item 3.  Incorporation of Documents by Reference.

     The following documents, which have heretofore been filed with the
Commission pursuant to the Securities Exchange Act of 1934, are incorporated
herein by reference in this registration statement and shall be deemed to be
a part hereof:

     (a) Annual Report of NICOR on Form 10-K for the year ended December 31,
         1994.

     (b) Amendment No. 1 to 1994 NICOR Form 10-K containing financial
         statements of the NI-Gas Thrift Plan and the NI-Gas Savings
         Investment Plan.

     (c) Quarterly Report of NICOR on Form 10-Q for the quarter ended
         March 31, 1995.

     (d) Description of common stock of NICOR included in Registration
         Statement on Form 8-B dated March 19, 1976, Articles 13 and 14 of
         NICOR's Articles of Incorporation concerning certain business
         combinations and shareholder's meetings in Proxy Statement dated
         March 12, 1987, and Article 5 of NICOR's Articles of Incorporation
         concerning the effect of a two-for-one stock split of the Company's
         shares included as Exhibit 3-06 in the 1992 Annual Report on Form
         10-K.

     All documents filed by NICOR or the Plan with the Commission pursuant
to Section 13(a), 13(c), 14 and 15(d) of Securities Exchange Act of 1934,
after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and
to be a part thereof from the date of filing such documents.

Item 6.  Indemnification of Directors and Officers.

     NICOR and Northern Illinois Gas Company ("NI-Gas") are incorporated in
Illinois.  Section 8.75 of the Illinois Business Corporation Act of 1983
permits, and in some circumstances requires, indemnification of officers,
directors and employees of NICOR and/or NI-Gas.

     The Articles of Incorporation of NICOR and NI-Gas provide
indemnification for all officers, directors or employees of NICOR and NI-
Gas.  Coverage may also be extended to persons who, at the request of NICOR
and/or NI-Gas, serve as agents of NICOR and/or NI-Gas or of any other
corporations, associations or entities.  Indemnification is provided, except
in relation to matters as to which it is finally adjudged or determined that
                                   
                                   S-1

the person breached a duty to NICOR and/or NI-Gas, or the person failed to
act in good faith for a purpose which the person reasonably believed to be
in the best interest of NICOR and/or NI-Gas, or, in the case of criminal
litigation, the person had reasonable cause to believe that such conduct was
unlawful.  If the required indemnification standard is met, indemnification
would cover the liabilities and reasonable expenses of the person.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of NICOR and NI-Gas pursuant to the foregoing provisions, or otherwise,
NICOR and NI-Gas have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment
by NICOR and/or NI-Gas of expenses incurred or paid by a director, officer
or controlling person of NICOR and/or NI-Gas in the successful defense of
any action, suit or proceeding, or claims to the extent covered by contracts
of insurance) is asserted by such director, officer or controlling person in
connection with the securities being registered, NICOR and/or NI-Gas will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

     NICOR and NI-Gas maintain at its expense insurance policies which
insure NICOR and NI-Gas and the officers and directors of NICOR and NI-Gas
against certain liabilities, including certain liabilities which might arise
under the Securities Act of 1933.

Item 8.  Exhibits.

     Reference is made to the Exhibit Index on page S-6 filed herewith.

     The undersigned registrant will submit or has submitted the Plan and
any amendments thereto to the Internal Revenue Service ("IRS") in a timely
manner and has made or will make all changes required by the IRS in order to
qualify the plan.

Item 9.  Undertakings.

                            Rule 415 Offering

     The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
    post-effective amendment to this registration statement:

      (i)  To include any prospectus required by section 10(a)(3) of the
           Securities Act of 1933;

     (ii)  To reflect in the prospectus any facts or events arising after
           the effective date of the registration statement (or the most
           recent post-effective amendment thereof) which, individually or
           in the aggregate, represent a fundamental change in the
           information set forth in the registration statement;

                                   S-2
    
    
    
    
    (iii)  To include any material information with respect to the plan of
           distribution not previously disclosed in the registration
           statement or any material change to such information in the
           registration statement;

    provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
    the registration statement is on Form S-3 or Form S-8 and the
    information required to be included in a post-effective amendment by
    those paragraphs is contained in periodic reports filed with the
    Commission by the registrant pursuant to section 13 or section 15(d) of
    the Securities Exchange Act of 1934 that are incorporated by reference
    in the registration statement.

(2) That, for the purpose of determining any liability under the Securities
    Act of 1933, each such post-effective amendment shall be deemed to be a
    new registration statement relating to the securities offered therein,
    and the offering of such securities at that time shall be deemed to be
    the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
    of the securities being registered which remain unsold at the
    termination of the offering.

  Filings Incorporating Subsequent Exchange Act Documents by Reference

    The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

              Filing of Registration Statement on Form S-8

     Reference is made to Item 6, Indemnification of Directors and Officers,
for this Undertaking.

                                   S-3
                                
                                
                                
                                
                                SIGNATURES

THE REGISTRANT.  Pursuant to the requirements of the Securities Act of 1933,
NICOR Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement or Amendment thereto to be signed on its behalf by
the undersigned, thereunto duly authorized, at its general office, 1844
Ferry Road, Naperville, Illinois, on the 28th day of June, 1995.

                                    NICOR Inc.

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

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendment thereto has been signed by the following
persons in the capacities and on the date indicated.

       Signature                       Title                   Date     

    THOMAS L. FISHER      President, Chief Executive 
    Thomas L. Fisher      Officer and Director

   DAVID L. CYRANOSKI     Senior Vice President,
   David L. Cyranoski     Secretary and Controller
                          and Principal Financial
                          Officer

ROBERT M. BEAVERS, JR.*              Director

JOHN H. BIRDSALL, III*               Director

W. H. CLARK*                         Director               June 28, 1995

RICHARD G. CLINE*                    Director                             

JOHN E. JONES*                       Director

DENNIS J. KELLER*                    Director

CHARLES S. LOCKE*                    Director

SIDNEY R. PETERSEN*                  Director

DANIEL R. TOLL*                      Director

PATRICIA A. WIER*                    Director

                          *By           THOMAS D. GREENBERG         
                              Thomas D. Greenberg (Attorney-in-fact)

                                   S-4
                                   
                                   
                                   
                                   
THE PLAN.  Pursuant to the requirements of the Securities Act of 1933, the
Plan has duly caused this Registration Statement or Amendment thereto to be
signed on its behalf by the undersigned, thereunto duly authorized, at the
Northern Illinois Gas Company general office, 1844 Ferry Road, Naperville,
Illinois, on the 28th day of June, 1995.

                                   NI-GAS THRIFT PLAN

                                   By           JOHN C. FLOWERS          
                                                John C. Flowers
                                               Plan Administrator

                                   S-5

                               EXHIBIT INDEX

Exhibit
 Number                          Description of Document                    

  4.01*    Articles of Incorporation of the Company.  (File No. 2-55451,
           Form S-14, Exhibit 1-03 and Exhibit B of Amendment No. 1
           thereto.)

  4.02*    Amendment to Articles of Incorporation of the Company.  (File No.
           2-68777, Form S-16, Exhibit 2-01.)

  4.03*    Amendment to Articles of Incorporation of the Company.  (File No.
           1-7297, Form 10-K for 1985, Exhibit 3-03.)

  4.04*    Amendment to Articles of Incorporation of the Company.  (File No.
           1-7297, Form 10-Q for First Quarter of 1987, Exhibit 19-01.)

  4.05*    Amendment to Articles of Incorporation of the Company.  (File No.
           1-7297, Form 10-K for 1992, Exhibit 3-06.)

  4.06*    Amendments to Articles of Incorporation of the Company.  (Proxy
           Statement dated March 9, 1994, Exhibit A-1 and Exhibit B
           thereto.)

  4.07*    By-laws of the Company.  (File No. 1-7297, Form 10-Q for March
           1995, Exhibit 3(ii).01.)

  23.01    Consents of Arthur Andersen LLP, Independent Public Accountants.

  24.01    Powers of Attorney.

                              

* The exhibits listed above have been heretofore filed with the Securities
  and Exchange Commission as exhibits to registration statements or to other
  filings with the Commission and are incorporated herein as exhibits by
  reference.  The file number and exhibit number of each such exhibit are
  stated, in parentheses, in the description of such exhibit.

                                   S-6