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<CIK>0000731802
<ASSIGNED-SIC>4924
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<STATE-OF-INCORPORATION>TX
<FISCAL-YEAR-END>0930
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<TEXT>

<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    Form 8-K


                    Current Report Pursuant to Section 13 or
                  15(d) of the Securities Exchange Act of 1934


                                 April 2, 2001
                Date of Report (Date of earliest event reported)



                            ATMOS ENERGY CORPORATION
             (Exact Name of Registrant as Specified in its Charter)



     TEXAS AND VIRGINIA                 1-10042                  75-1743247
----------------------------         -------------          --------------------
(State or Other Jurisdiction        Commission File           (I.R.S. Employer
of Incorporation or                      Number              Identification No.)
Organization)

1800 THREE LINCOLN CENTRE,
5430 LBJ FREEWAY, DALLAS, TEXAS                                     75240
---------------------------------------                         ---------------
(Address of Principal                                              (Zip Code)
Executive Offices)


                                (972) 934-9227
                        ------------------------------
             (Registrant's Telephone Number, Including Area Code)


                                Not Applicable
                          ---------------------------
         (Former Name or Former Address, if Changed Since Last Report)
<PAGE>

ITEM 5.  OTHER EVENTS

     See the press release attached hereto as Exhibit 99.1, which is
incorporated herein by reference

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (a) Financial statements of business acquired:

     (c)  Exhibits


Exhibit
Number       Description
-------      -----------

99.1      Press Release dated April 2, 2001.

<PAGE>

                                   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 hereunto duly authorized.


                                    ATMOS ENERGY CORPORATION
                                         (Registrant)


DATE:  April 9, 2001          By: /s/ LOUIS P. GREGORY
                                  -----------------------------------
                                         Louis P. Gregory
                                         Senior Vice President
                                         and General Counsel
<PAGE>

                                 EXHIBIT INDEX


   Item Number                  Description
   -----------                  -----------

       99.1         Press Release dated April 2, 2001
</TEXT>
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<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

<PAGE>

                                                                    EXHIBIT 99.1


           [ATMOS ENERGY CORPORATION LETTERHEAD AND LOGO APPEAR HERE]



DATE: April 2, 2001                             INVESTOR & MEDIA CONTACT:

FOR RELEASE: Immediately                        Lynn Hord   (972) 855-3729


                 ATMOS ENERGY CORPORATION COMPLETES ACQUISITION
                           OF WOODWARD MARKETING, LLC

Dallas, Texas - April 2, 2001 -- Atmos Energy Corporation (NYSE: ATO) today
announced that it completed the acquisition of the remaining 55 percent interest
in Woodward Marketing, LLC on April 1, 2001.  Atmos acquired the interest in
exchange for 1,423,193 restricted shares of Atmos common stock. Prior to the
completion of the transaction, Atmos owned a 45 percent equity interest in
Woodward.  The acquisition of the remaining interest in Woodward is expected to
add about $0.04 - $0.06 to consolidated earnings per share during fiscal 2002.

Of the total shares issued, 960,000 shares are subject to adjustment if the
Atmos share price does not maintain a minimum of $25 per share for 30
consecutive days within a four-year window, beginning one year from the date of
closing.  At the closing price of $23.80 on March 30, 2001, the 1,423,193 Atmos
shares had an indicated market value of approximately $33.9 million.

J. D. Woodward, President of Woodward Marketing, LLC, was named Senior Vice
President of Non-Utility Operations for Atmos concurrent with closing of the
transaction. "We are very pleased to have J. D. join our senior management team.
We are confident that his leadership and ability will contribute greatly to the
continued growth and success of Woodward Marketing and our non-utility
operations," said Robert W. Best, Chairman, President and CEO of Atmos Energy
Corporation.

                  Pending Acquisition of Louisiana Gas Service
                  --------------------------------------------

Atmos expects to complete the acquisition of the assets of Louisiana Gas Service
and LGS Natural Gas Company on or about July 1, 2001, assuming the acquisition
is approved at the Louisiana Public Service Commission's next meeting on April
18, 2001.  The acquisition is expected to be accretive during the first full
year of operations and add about $0.02 - $0.06 per diluted share. If the
acquisition is completed by July 1, 2001, it will result in dilution of about
$0.07 - $0.10 per diluted share for Atmos' 2001 fourth quarter.

             2001 Second Quarter and Fiscal Year Earnings Guidance
             -----------------------------------------------------

During the webcast of Atmos' 2001 first quarter earnings conference call, the
Company provided earnings guidance for its 2001 second quarter in the range of
$1.20 - $1.25 per share.  At that time, Atmos expected to be able to offset the
dilution related to the 6.7 million shares issued during its public equity
offering. The impact of dilution is expected to be about $0.20 per diluted share
in the second quarter. The Company does not expect to be able to overcome the
dilution in the second quarter, but remains comfortable with its guidance of
$1.20 - $1.25, excluding
<PAGE>

dilution. For fiscal 2001, the Company expects to earn about $1.60 - $1.75 per
diluted share, including dilution of about $0.15 related to the public equity
offering and the acquisition of LGS. This compares to earnings of $1.14 per
diluted share in fiscal 2000. At this earnings level for 2001, the Company will
achieve its targeted range for earnings, excluding dilution.

                           Forward-Looking Statements
                           --------------------------

The matters discussed or incorporated by reference in this release may contain
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 or Section 21E of the Securities Exchange Act of 1934.  All
statements other than statements of historical facts included in this release
are forward-looking statements made in good faith by the Company, and are
intended to qualify for the safe harbor from liability established by the
Private Securities Litigation Reform Act of 1995.  When used in this release or
in any of the Company's other documents or oral presentations, the words
"anticipate," "expect", "estimate", "plans", "believes", "objective",
"forecast", "goal" or similar words are intended to identify forward-looking
statements.  Such forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied in the statements relating to the Company's earnings per
share projections, operations, markets, services, rates, recovery of costs,
availability of gas supply, and other factors.  A discussion of these risks and
uncertainties may be found in the Company's Form 10-K for the year ended
September 30, 2000.  While the Company believes these forward-looking statements
to be reasonable, there can be no assurance that they will approximate actual
experience or that the expectations derived from them will be realized.  The
Company undertakes no obligation to update or revise our forward-looking
statements, whether as a result of new information, future events or otherwise.

Atmos Energy Corporation of Dallas, Texas distributes natural gas to more than
one million customers in 11 states through its operating divisions-Energas
Company, Greeley Gas Company, Trans Louisiana Gas Company, United Cities Gas
Company, and Western Kentucky Gas Company.  The Company also owns Woodward
Marketing, LLC, a natural gas services company located in Houston, Texas.  In
addition to Woodward, Atmos' non-utility operations include underground storage
fields, the sale of other products and services, and an indirect equity interest
in Heritage Propane Partners, the nation's fifth largest retail propane
marketer. For more information about Atmos, please visit the Company's website
at www.atmosenergy.com.



</TEXT>
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