<SUBMISSION>
<ACCESSION-NUMBER>0000950134-01-503535
<TYPE>11-K
<PUBLIC-DOCUMENT-COUNT>4
<PERIOD>20001231
<FILING-DATE>20010626
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ATMOS ENERGY CORP
<CIK>0000731802
<ASSIGNED-SIC>4924
<IRS-NUMBER>751743247
<STATE-OF-INCORPORATION>TX
<FISCAL-YEAR-END>0930
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>11-K
<ACT>34
<FILE-NUMBER>001-10042
<FILM-NUMBER>1667954
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1800 THREE LINCOLN CTR
<STREET2>5430 LBJ FREEWAY
<CITY>DALLAS
<STATE>TX
<ZIP>75240
<PHONE>9729349227
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1800 THREE LINCOLN CTR
<STREET2>5430 LBJ FREEWAY
<CITY>DALLAS
<STATE>TX
<ZIP>75240
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>ENERGAS CO
<DATE-CHANGED>19881024
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>11-K
<SEQUENCE>1
<FILENAME>d88634e11-k.txt
<DESCRIPTION>FORM 11-K FOR FISCAL YEAR END DECEMBER 31, 2000
<TEXT>

<PAGE>   1

                                    FORM 11-K

             FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
               AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


(Mark One)

[X]     ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
        OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 2000

                OR

[ ]     TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934 [NO FEE REQUIRED]

For the transition period from               to
                               -------------    --------------

Commission File Number 33-57687

                     ATMOS ENERGY CORPORATION EMPLOYEE STOCK
                            OWNERSHIP PLAN AND TRUST
                 (Full title of the plan and the address of the
             plan, if different from that of the issuer named below)

                            ATMOS ENERGY CORPORATION
                        Three Lincoln Centre, Suite 1800
                                5430 LBJ Freeway
                               Dallas, Texas 75240
                     (Name of issuer of the securities held
                          pursuant to the plan and the
                   address of its principal executive office)

<PAGE>   2

                     ATMOS ENERGY CORPORATION EMPLOYEE STOCK
                            OWNERSHIP PLAN AND TRUST

                              FINANCIAL STATEMENTS
                           AND SUPPLEMENTAL SCHEDULES

                        AS OF DECEMBER 31, 2000 AND 1999
                    AND FOR THE YEAR ENDED DECEMBER 31, 2000

<PAGE>   3

                                    CONTENTS

<TABLE>
<CAPTION>
                                                                        Page
                                                                        Number
                                                                        ------

<S>                                                                     <C>
Report of Independent Auditors

Audited Financial Statements:

    Statements of Net Assets Available for Benefits                        2

    Statement of Changes in Net Assets Available for Benefits              3

    Notes to Financial Statements                                          4


Supplemental Schedules:

    Schedule H; Line 4i - Schedule of Assets (Held At End of Year)        11

    Schedule H; Line 4j - Schedule of Reportable Transactions             12


Signatures                                                                13

Exhibits Index                                                            14
</TABLE>

<PAGE>   4

Report of Independent Auditors

The Employee Stock Ownership Plan Committee
  Atmos Energy Corporation Employee Stock Ownership Plan and Trust

We have audited the accompanying statements of net assets available for benefits
of the Atmos Energy Corporation Employee Stock Ownership Plan and Trust as of
December 31, 2000 and 1999, and the related statement of changes in net assets
available for benefits for the year ended December 31, 2000. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2000 and 1999, and the changes in its net assets available for
benefits for the year ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States.

Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
(held at end of year) as of December 31, 2000, and reportable transactions for
the year then ended, are presented for purposes of additional analysis and are
not a required part of the financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, are fairly stated in all material respects in relation to the financial
statements taken as a whole.

                                       ERNST & YOUNG LLP

Dallas, Texas
June 5, 2001

<PAGE>   5

                     ATMOS ENERGY CORPORATION EMPLOYEE STOCK
                            OWNERSHIP PLAN AND TRUST

                 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

<TABLE>
<CAPTION>
                                                              December 31
                                                      --------------------------
                                                         2000            1999
                                                      -----------    -----------
<S>                                                   <C>            <C>
ASSETS

Investments:
    Common stock of Atmos Energy Corporation          $50,774,246    $38,166,089
    Registered Investment Companies:
        T. Rowe Price Prime Reserve Fund                  792,264        745,702
        T. Rowe Price Balanced Fund                     2,799,693      2,416,586
        T. Rowe Price Spectrum Income Fund              1,261,675      1,051,713
        T. Rowe Price Spectrum Growth Fund              5,803,756      4,664,049
        T. Rowe Price International Stock Fund            880,518        682,612
        T. Rowe Price Short-Term Bond Fund              1,286,619      1,312,405
        T. Rowe Price New American Growth Fund          6,724,036      7,007,626
        T. Rowe Price Equity Income Fund                8,851,815      7,633,604
    Common/Collective Trust:
        T. Rowe Price Stable Value Fund                 6,180,433      5,149,556
    Common stock of Entergy Corporation                    80,635             --
    Participant loans                                   3,098,635      2,716,790
                                                      -----------    -----------
Total investments                                      88,534,325     71,546,732

Receivables:
    Participant contributions                             298,216        300,911
    Company contributions                                 169,782        163,018
                                                      -----------    -----------
Total receivables                                         467,998        463,929
                                                      -----------    -----------

Net assets available for benefits                     $89,002,323    $72,010,661
                                                      ===========    ===========
</TABLE>

See accompanying notes

                                       2
<PAGE>   6

                     ATMOS ENERGY CORPORATION EMPLOYEE STOCK
                            OWNERSHIP PLAN AND TRUST

            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

                          Year ended December 31, 2000

<TABLE>
<S>                                                             <C>
ADDITIONS
Investment income:
    Net appreciation in fair value of investments               $ 5,668,727
    Dividends on common stock                                     2,281,852
    Interest and dividend income on registered investment
      companies                                                   3,553,063
    Interest on participant loans                                   262,117
                                                                -----------
                                                                 11,765,759

Contributions:
    Participants                                                  5,431,966
    Company                                                       2,932,587
    Rollovers                                                        28,770
                                                                -----------
                                                                  8,393,323

Transfers into the Plan                                           3,496,453
                                                                -----------
    Total additions                                              23,655,535

DEDUCTIONS
Distributions to participants                                     6,651,174
Administrative expenses                                              12,699
                                                                -----------
    Total deductions                                              6,663,873
                                                                -----------

Net increase                                                     16,991,662

Net assets available for benefits, at beginning of year          72,010,661
                                                                -----------
Net assets available for benefits, at end of year               $89,002,323
                                                                ===========
</TABLE>

See accompanying notes

                                       3
<PAGE>   7

                     ATMOS ENERGY CORPORATION EMPLOYEE STOCK
                            OWNERSHIP PLAN AND TRUST

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2000

1.   Description of the Plan

The following brief description of the Atmos Energy Corporation Employee Stock
Ownership Plan and Trust (the "Plan") is provided for general information only.
Participants should refer to the Summary Plan Description for a more complete
description of the Plan's provisions.

General

The Plan is a trusteed defined contribution retirement benefit plan offered to
eligible employees of Atmos Energy Corporation (the "Company" or "Atmos"). The
Plan is to continue for an indefinite term and may be amended or terminated at
any time by the Board of Directors of Atmos (the "Board"). The Plan is subject
to the provisions of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").

In May 2000, the Company completed the acquisition of the Missouri natural gas
distribution assets of Associated Natural Gas ("ANG") from a subsidiary of
Southwestern Energy Corporation. Employees of ANG that joined the Company were
immediately eligible to participate in the Plan. In addition, those employees
were allowed to transfer into the Plan their assets which were held in the
Southwestern Energy Corporation 401(k) Plan ("Southwestern Plan").

Eligibility

All employees of the Company (except leased employees and any employees covered
by a collective bargaining agreement in which Plan participation has not been
negotiated through good faith bargaining) are eligible to participate in the
Plan as of the first payroll period coincident with or immediately following the
date of hire ("Participants").

Contributions

Contributions to the Plan include contributions withheld by the Company on
behalf of each Participant in an amount specified by the Participant pursuant to
a salary reduction agreement, as well as matching Company contributions and any
discretionary Company contributions.

                                       4
<PAGE>   8

1.   Description of the Plan (continued)

Participants are eligible to receive matching Company contributions after
completing at least one year of service, effective on the earlier of January 1,
April 1, July 1 or October 1 after which one year of service has been completed.

Participants may elect a salary reduction (not to exceed $10,500 in 2000),
ranging from a minimum of 1% of eligible compensation, as defined by the Plan,
up to the maximum allowed by the Internal Revenue Service ("IRS").

The Company shall contribute a matching Company contribution in an amount equal
to 100% of each Participant's salary reduction contributions, up to a maximum of
4% of such Participant's eligible compensation for the Plan year. The Company's
matching contribution meets the current IRS "Safe Harbor" definition. The
Company may revoke or amend any Participant's salary reduction agreement if
necessary to ensure that (1) each Participant's additions for any year will not
exceed applicable IRS Code (the "Code") limitations and (2) Company matching
contributions will be fully deductible for federal income tax purposes.

The Plan also provides that a discretionary contribution may be made at the
option of the Board and in an amount determined annually by the Board. No
discretionary contribution was made to the Plan in 2000.

All contributions to a Participant's account are immediately and fully vested.

Investment Options

The Plan allows certain Participants' salary reductions to be invested among
eight registered investment companies, one common/collective trust and Atmos
common stock.

The Stock Purchase Program Fund, consisting of Atmos common stock, is
non-participant directed. All Company matching and discretionary contributions
are directed into this fund and may not be transferred to another investment
option until the plan year following the year a Participant reaches age 55. In
any plan year subsequent to a Participant reaching age 55, a Participant will
have the opportunity, during the first calendar quarter, to diversify, in a
one-time election, his or her Atmos common stock into other available investment
options. Contributions made to this fund by Participants may be transferred to
other investment options during the last two weeks (14 calendar days) of each
calendar quarter with the actual transfer taking place on the first business day
after the start of the next calendar quarter.

To accommodate several ANG employees who held Entergy Corporation ("Entergy")
common stock in the Southwestern Plan, an additional account was established in
the Plan to hold the Entergy stock. This account was established as a frozen
account where funds can be liquidated but no new stock added.

                                       5
<PAGE>   9

1.   Description of the Plan (continued)

Distributions to Participants

Dividends received on Atmos common stock, in accordance with the Plan, must be
distributed to Participants no later than 90 days after the Plan's year end.
Currently, the dividends are distributed quarterly. However, a Participant may
elect to have his or her dividends reinvested by making an election to make an
additional salary reduction contribution in the amount of the quarterly
dividend. This election must be made on the day prior to a dividend payment date
and will remain in effect until the election is changed.

A Participant may elect to receive an annual distribution of Company matching or
discretionary contributions made to his or her account prior to January 1, 1999
and which were allocated to his or her account at least two years prior to such
election. These annual elections are made as of January 1. The annual
distribution from the Plan is normally made in February of the following year.
Subsequent to December 31, 2000, elections were made by Participants for annual
distributions of $528,169. Company matching or discretionary contributions made
after January 1, 1999 meet the current IRS "Safe Harbor" definition and are not
eligible for in-service withdrawal.

In the event of retirement, death, termination due to disability or termination
of employment for another reason, a Participant is entitled to withdraw the
entire amount from each of his or her accounts. Withdrawals from a Participant's
salary reduction account, as well as the Company matching and discretionary
accounts, are also allowed upon proof of financial hardship meeting IRS "Safe
Harbor" definitions or, if elected, subsequent to the Participant attaining age
59 1/2. Withdrawals from the Stock Purchase Program Fund may be in the form of
Atmos common stock or cash, as determined by the Employee Stock Ownership Plan
Committee (the "Committee"). However, a Participant has the right to have
withdrawals made in the form of Atmos common stock upon written notice by the
Participant.

Loans to Participants

A Participant may borrow up to the lesser of $50,000 or 50% of his or her
account balance, with a minimum loan amount of $1,000. Loans are repaid through
payroll deductions over periods of up to 5 years for general purpose loans or 15
years for primary residence loans. The interest rate is the prime rate plus 2%
and is fixed over the life of the loan. A Participant may have two loans
outstanding if the proceeds of one of the loans were used to purchase the
Participant's primary residence.

                                       6
<PAGE>   10

1.   Description of the Plan (continued)

Plan Termination

While the Company has not expressed any intent to terminate the Plan, it is free
to do so at any time. In the event of the dissolution, merger, consolidation or
reorganization of the Company, the Plan shall terminate and the trust shall be
liquidated, unless the Plan is continued by a successor. Upon such liquidation,
all accounts shall be distributed to the Participants.

2.   Summary of Significant Accounting Policies

Basis of Presentation

The financial statements of the Plan are prepared on the accrual basis of
accounting.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.

Investment Valuation and Income Recognition

Shares of registered investment companies are valued at published market prices
which represent the net asset value of shares held by the Plan at year end.
Atmos common stock and Entergy common stock are valued at quoted market prices.
The fair value of investments in the common/collective trust are determined
periodically by the Trustees based upon the current fair value of the underlying
assets of the fund.

Purchases and sales of securities are recorded on a trade date basis. Investment
income is recorded on the accrual basis and dividend income is recorded on the
ex-dividend date. Realized gains and losses from security transactions are
reported on the average historical cost method. Capital gains and losses are
included in interest and dividend income.

                                       7
<PAGE>   11

3.   Administration of the Plan and Plan Assets

The Plan is administered by the Committee, consisting of at least three persons
who are appointed by the Board. The members of the Committee serve at the
pleasure of the Board without compensation. Their duties include supervising the
Plan and determining whether any change of election, change of contribution or
withdrawal made by a Participant is in accordance with the Plan. Certain
administrative functions are performed by employees of the Company. No employee
of the Company receives compensation from the Plan.

In accordance with the Plan, the Company has appointed the Committee as Trustee
of the Plan. The Trustee may be removed at the discretion of the Board. The
Trustee shall vote any common stock held in the trust in accordance with
directions received from the Participants, or at its discretion if there are no
such directions. The Plan's assets, consisting of Atmos common stock, Entergy
common stock, shares of registered investment companies and shares of a
common/collective trust are held by T. Rowe Price Associates, Inc., the
Custodian and Recordkeeper of the Plan.

All expenses of the Plan are paid by the Company except for processing fees
related to loan withdrawals.

4.   Non-Participant Directed Investments

Information about the net assets and the components of the changes in net assets
relating to the non-participant directed investments is as follows:

<TABLE>
<CAPTION>
                                                December 31
                                        ----------------------------
                                          2000             1999
                                        -----------     -----------
<S>                                     <C>             <C>
Investments:
    Atmos Energy Corporation Common
      Stock                             $50,774,246     $38,166,089
                                        ===========     ===========
</TABLE>


<TABLE>
<CAPTION>
                                                                    Year ended
                                                                   December 31,
                                                                       2000
                                                                   ------------
<S>                                                                <C>
Changes in net assets:
    Contributions                                                  $  5,477,793
    Dividends                                                         2,281,852
    Interest on participant loans                                       156,016
    Loan repayments                                                     490,437
    Net appreciation in fair value of investments                     8,562,359
    Distributions to participants                                    (5,132,256)
    Interfund transfers in                                              771,956
                                                                   ------------
                                                                   $ 12,608,157
                                                                   ============
</TABLE>

                                       8
<PAGE>   12

5.   Investments

Investments that represent 5% or more of the Plan's net assets available for
benefits are separately identified in the statements of net assets available for
benefits.

During 2000, the Plan's investments (including investments purchased and sold,
as well as held during the year) appreciated/(depreciated) in fair value as
determined by quoted market prices for Atmos common stock and Entergy common
stock and published market prices for registered investment companies as
follows:

<TABLE>
<S>                                                                <C>
Atmos Energy Corporation Common Stock                               $ 8,562,359
Registered Investment Companies:
    T. Rowe Price Balanced Fund                                         (75,067)
    T. Rowe Price Spectrum Income Fund                                    8,950
    T. Rowe Price Spectrum Growth Fund                                 (699,796)
    T. Rowe Price International Stock Fund                             (241,364)
    T. Rowe Price Short-Term Bond Fund                                   27,236
    T. Rowe Price New America Growth Fund                            (1,943,778)
    T. Rowe Price Equity Income Fund                                      8,986
Entergy Corporation Common Stock                                         21,201
                                                                    -----------
                                                                    $ 5,668,727
                                                                    ===========
</TABLE>

6.   Differences Between the Financial Statements and Form 5500

The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:

<TABLE>
<CAPTION>
                                                           December 31
                                                   ----------------------------
                                                       2000            1999
                                                   ------------    ------------
<S>                                                <C>             <C>
Net assets available for benefits per the
    financial statements                           $ 89,002,323    $ 72,010,661
Amounts allocated to withdrawing participants          (981,546)       (428,954)
                                                   ------------    ------------
Net assets available for benefits per the
    Form 5500                                      $ 88,020,777    $ 71,581,707
                                                   ============    ============
</TABLE>

                                       9
<PAGE>   13

6.   Differences Between the Financial Statements and Form 5500 (continued)

The following is a reconciliation of distributions to participants per the
financial statements to the Form 5500:

<TABLE>
<CAPTION>
                                                                     Year ended
                                                                    December 31,
                                                                        2000
                                                                    -----------
<S>                                                                 <C>
Distributions to participants per financial statements              $ 6,651,174

Add: Amounts allocated to withdrawing participants
    at December 31, 2000                                                981,546
Less: Amounts allocated to withdrawing participants
    at December 31, 1999                                               (428,954)
                                                                    -----------
Distributions to participants per the Form 5500                     $ 7,203,766
                                                                    ===========
</TABLE>

Amounts allocated to withdrawing participants are recorded on the Form 5500 for
distributions to participants that have been processed and approved for payment
prior to December 31 but not yet paid as of that date.

7.   Income Tax Status

The Plan has received a determination letter from the IRS dated May 13, 1997
stating that the Plan is qualified under Section 401(a) of the Code and,
therefore, the related trust is exempt from taxation. Once qualified, the Plan
is required to operate in conformity with the Code to maintain its
qualification. The Plan has been amended since receiving the determination
letter. The Plan administrator believes the Plan is being operated in compliance
with the applicable requirements of the Code and, therefore, believes that the
Plan is qualified and the related trust is tax-exempt.

                                       10
<PAGE>   14


                     ATMOS ENERGY CORPORATION EMPLOYEE STOCK
                            OWNERSHIP PLAN AND TRUST


                               SCHEDULE H; LINE 4i
                    SCHEDULE OF ASSETS (HELD AT END OF YEAR)


                                 EIN: 75-1984576
                                PLAN NUMBER: 002

                                December 31, 2000

<TABLE>
<CAPTION>
                                          (c) Description of investment
             (b) Identity of issue,         including maturity date
                borrower, lessor           rate of interest, collateral,                         (e) Current
  (a)           or similar party             par or maturity value               (d) Cost           value
  ---     ---------------------------     ------------------------------        -----------      ------------
<S>       <C>                             <C>                                   <C>              <C>
   *      Atmos Energy Corporation        Common stock; 2,083,046
                                              shares                            $38,601,592      $50,774,246
   *      T. Rowe Price Associates,
              Inc.                        Stable Value Fund                              **        6,180,433
   *      T. Rowe Price Associates,
              Inc.                        Prime Reserve Fund                             **          792,264
   *      T. Rowe Price Associates,
              Inc.                        Balanced Fund                                  **        2,799,693
   *      T. Rowe Price Associates,
              Inc.                        Spectrum Income Fund                           **        1,261,675
   *      T. Rowe Price Associates,
              Inc.                        Spectrum Growth Fund                           **        5,803,756
   *      T. Rowe Price Associates,
              Inc.                        International Stock Fund                       **          880,518
   *      T. Rowe Price Associates,
              Inc.                        Short-Term Bond Fund                           **        1,286,619
   *      T. Rowe Price Associates,
              Inc.                        New America Growth Fund                        **        6,724,036
   *      T. Rowe Price Associates,
              Inc.                        Equity Income Fund                             **        8,851,815
   *      Entergy Corporation             Common stock; 1,906
                                              shares                                     **           80,635
   *      Participant Loans               Interest rates from 8.25%
                                              to 11%                                     --        3,098,635
                                                                                -----------      -----------
                                                                                         **      $88,534,325
                                                                                ===========      ===========
</TABLE>


*    Indicates party-in-interest to the Plan

**   Cost information is not required for participant-directed investments

                                       11
<PAGE>   15


                     ATMOS ENERGY CORPORATION EMPLOYEE STOCK
                            OWNERSHIP PLAN AND TRUST


                               SCHEDULE H; LINE 4j
                       SCHEDULE OF REPORTABLE TRANSACTIONS


                                 EIN: 75-1984576
                                PLAN NUMBER: 002

                          Year ended December 31, 2000

<TABLE>
<CAPTION>
                                                                               (h)
     (a)                                                                   Current value     (i)
 Identity of           (b)           (c)          (d)           (g)         of asset on      Net
   party          Description     Purchase      Selling       Cost of       transaction    gain or
  involved        of security       price        price         asset          date          (loss)
--------------    -----------     --------     ----------    ----------    ------------   ---------
<S>               <C>             <C>          <C>           <C>           <C>            <C>
Category (iii) -- Series of transactions in excess of 5 percent of plan assets

Atmos Energy        Common       $7,045,631            --    $7,045,631    $7,045,631           --
 Corporation         Stock

Atmos Energy        Common               --    $2,999,833    $2,977,850    $2,999,833      $21,983
 Corporation         Stock
</TABLE>



Columns (e) and (f) not applicable

There were no category (i), (ii) or (iv) reportable transactions during the year
ended December 31, 2000

Schedule H; Line 4j information is presented for non-participant directed
investments only

                                       12
<PAGE>   16


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Employee Stock Ownership Plan Committee of the Atmos Energy Corporation Employee
Stock Ownership Plan and Trust, as amended, has duly caused this annual report
to be signed on its behalf by the undersigned, hereunto duly authorized.


                                                ATMOS ENERGY CORPORATION
                                                EMPLOYEE STOCK OWNERSHIP
                                                PLAN AND TRUST


                                                By: /s/ LAURIE M. SHERWOOD
                                                    ----------------------------
June 25, 2001                                       Laurie M. Sherwood
                                                    Chairperson of the Committee

                                       13
<PAGE>   17


                                 EXHIBITS INDEX

<TABLE>
<CAPTION>
                                                                 Page number or
Exhibit                                                         incorporation by
number                   Description                              reference to
-------                  -----------                            ----------------
<S>      <C>                                                    <C>
   4     Instruments defining rights of security holders:

         (a)  Atmos Energy Corporation Employee                 Exhibit(4)(f) of Form
              Stock Ownership Plan and Trust                    11-K for the year ended
              (Effective January 1, 1999)                       December 31, 1998 (File
                                                                No. 33-57687)
         (b)  Amendment No. One to the Atmos
              Energy Corporation Employee Stock
              Ownership Plan and Trust
              (Effective January 1, 1999), dated
              August 1, 2000

         (c)  Amendment No. Two to the Atmos
              Energy Corporation Employee Stock
              Ownership Plan and Trust
              (Effective January 1, 1999), dated
              May 31, 2001

  23     Consent of independent auditors
</TABLE>

                                       14

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.(B)
<SEQUENCE>2
<FILENAME>d88634ex4-b.txt
<DESCRIPTION>AMENDMENT NO. 1 TO EMPLOYEE STOCK OWNERSHIP PLAN
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 4(b)

                                AMENDMENT NO. ONE
                                     TO THE
                            ATMOS ENERGY CORPORATION
                     EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
                            EFFECTIVE JANUARY 1, 1999


         WHEREAS, ATMOS ENERGY CORPORATION (the "Company") has heretofore
amended and restated the Atmos Energy Corporation Employee Stock Ownership Plan
and Trust Effective January 1, 1999 (the "Plan"); and

         WHEREAS, pursuant to the provisions of Section 10.01 of the Plan, the
Company desires to amend the Plan in certain respects as hereinafter provided.

         NOW, THEREFORE, Atmos Energy Corporation does hereby amend the Plan,
effective as of January 1, 1999, as follows:

         1. Subsection 3.01(c) is amended by deleting the first sentence of such
subsection and replacing it with the following:

         The term "Entry Date" shall mean the first day of the first payroll
         period coincident with or immediately following each January 1st, April
         1st, July 1st, or October 1st.

         2. Subsection 3.05(b) is amended by striking paragraph (2) and
substituting the following paragraphs (2) and (3) and renumbering paragraph (3)
as paragraph (4):

                  (2) All amounts transferred from the United Cities Plan that
         are attributable to an Employee's employer matching contributions under
         the United Cities Plan shall be held in a subaccount of the Employer
         Contribution Account established for such Employee under the Plan; and

                  (3) All amounts transferred from the United Cities Plan that
         are attributable to an Employee's additional matching contributions
         under the United Cities Plan shall be held in a subaccount of the
         Employer Contribution Account established for such Employee under the
         Plan; and

         3. Subsection 4.01(e)(2) is amended by inserting the following sentence
at the end of such subsection:

         An amendment to a Participant's salary reduction agreement reducing his
         salary reduction to zero percent (0%) will not be deemed to be a
         termination of such Participant's salary reduction agreement.

         4. Section 4.03 is amended by adding the following at the end of said
         Section:

         Discretionary contributions credited to a Participant's Employer
         Contribution Account shall be one hundred percent (100%) vested and
         nonforfeitable at all times.

<PAGE>   2


         5. Subsection 5.03(a)(1) is amended by deleting such subsection and
replacing it with the following:

                  (1)      is $30,000 (or such greater amount as permitted under
                           Internal Revenue Service Rulings to reflect increases
                           in the cost-of-living); and

         6. Subsection 6.04(b)(1)(iii) is amended by adding at the beginning
thereof, the following: "Unless the Participant elects a later date (but not
later than the Participant's Required Beginning Date),".

         7. Subsection 6.04(b)(2) is amended by striking paragraph (B) of said
subsection and substituting in lieu thereof the following:

                  (B) The "Required Beginning Date" of a Participant who is not
         a five percent owner is the April 1 of the calendar year immediately
         following the later of (i) the calendar year in which he attains age
         seventy and one-half (70 1/2), or (ii) the calendar year in which he
         incurs a Severance from Service.

         8. Subsection 6.06(a)(1) is amended by deleting the first sentence in
such subsection and replacing it with the following:

         If the Participant elects a withdrawal from his Salary Reduction
         Contribution Account prior to the date on which he attains age 59-1/2,
         such withdrawal (i) may not include any earnings accrued after 1988 and
         (ii) will require the consent of the Committee.

         9. Subsection 6.06(a)(1)(c) is amended by deleting such subsection and
replacing it with the following:

                  the payment of tuition and room and board for the next twelve
                  (12) months of post-secondary education for the Participant,
                  the Participant's spouse, children or dependents; or

         10. Subsection 6.06(a)(1) is amended by inserting the following
paragraph at the end of such subsection, immediately before paragraph (2), and
renumbering paragraphs (2) and (3) as paragraphs (3) and (4):

         (2)      Withdrawals made from a Participant's Safeharbor Matching
                  Contribution Account may not occur on account of financial
                  hardship.

         11. Subsection 6.06(b) is amended by striking the first sentence of
said subsection and substituting in lieu thereof the following:

         On any January 1, a Participant may elect to withdraw any amount in his
         Employer Contribution Account or Matching Employer Contribution Account
         but only to the extent that such amount was allocated and paid to
         either such Account under this Plan (including amounts allocated under
         this Plan pursuant to Section 3.05 hereof) or the Prior Plan at least
         two (2) years prior to withdrawal; provided, however, that a
         Participant may withdraw any amount allocated to either such Account at
         any time such Participant properly demonstrates a financial hardship as
         described in Section 6.06(a)(1) hereof.

                                       2
<PAGE>   3

         12. The third sentence of Section 7.01 is amended by deleting such
sentence and replacing it with the following:

         Notwithstanding anything herein to the contrary and pursuant to ERISA
         Section 403(c)(2), upon an Employer's request, a contribution which was
         made by an Employer to the Plan by a mistake of fact or conditioned
         upon the deductibility of the contribution under Code Section 404,
         shall be returned to the Employer within one (1) year after the payment
         of the contribution or the disallowance of the deduction (to the extent
         disallowed), whichever is applicable.

         13. Subsection 7.02(i) is amended by striking the second paragraph of
said subsection and substituting in lieu thereof the following:

         Each person who is a Participant and is actively employed by an
         Employer on the date that a dividend is paid under clause (ii) above
         may elect to contribute such dividend to the Plan as an additional
         Salary Reduction Contribution under Section 4.01 hereof for the Plan
         Year in which such dividend is paid, subject to the limitations
         described in Sections 4.01(c) and 5.03 hereof, provided, however, that
         if such Participant does not so elect to contribute such dividend, such
         dividend shall be paid to such Participant in cash.

         14. Subsection 7.05(a) is amended by striking said subsection and
substituting in lieu thereof the following:

         (a)      In General. Notwithstanding the preceding provisions of this
                  Article VII, a Participant shall have the right, in accordance
                  with the provisions of this Section 7.05, to direct the
                  Trustee as to the investment of his Salary Reduction
                  Contribution Account and any rollover contributions and any
                  amounts in his United Cities employer matching contribution
                  subaccount pursuant to Section 3.05(b)(2) hereof (the "United
                  Cities Matching Subaccount"), held in his Employer
                  Contribution Account. Any such investment direction by a
                  Participant shall consist solely of the right to direct the
                  extent to which Salary Reduction Contributions, rollover
                  contributions and amounts in his United Cities Matching
                  Subaccount, if any, shall be invested in various investment
                  media comprising a Diversified Fund. Such investment
                  directions shall be made in accordance with procedures
                  established by the Committee. Should a Participant fail to
                  provide the Trustee with the investment directions described
                  herein as to any Salary Reduction contribution or rollover
                  contribution or amounts in his United Cities Matching
                  Subaccount, such contribution or amount shall be invested in
                  Company Stock.

                                       3
<PAGE>   4

         15. Subsection 7.06(a) is amended by deleting paragraph (4) and
replacing it with the following:

         (4)      the default provisions of the promissory note which evidences
                  each loan must prohibit offset of the Participant's account
                  balance under this Plan prior to the time that the Participant
                  has a Severance From Service or the Trustee otherwise would
                  distribute the Participant's account balance under the Plan.

         IN WITNESS WHEREOF, the Company has caused this AMENDMENT NO. ONE TO
THE ATMOS ENERGY CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST EFFECTIVE
JANUARY 1, 1999 to be executed in its name on its behalf this 1st day of August,
2000, effective as of January 1, 1999.

                                   ATMOS ENERGY CORPORATION

ATTEST:
                                   By: /s/ ROBERT W. BEST
                                       ------------------------------------
                                       Robert W. Best
                                       Chairman of the Board, President and
                                       Chief Executive Officer
-----------------------------


                                   TRUST COMMITTEE

ATTEST:
                                   By: /s/ DON P. BURMAN
                                       ------------------------------------
                                       Don P. Burman

-----------------------------
                                   By: /s/ GARY L. SCHLESSMAN
                                       ------------------------------------
                                       Gary L. Schlessman


                                   By: /s/ RONALD W. MCDOWELL
                                       ------------------------------------
                                       Ronald W. McDowell


                                   By: /s/ WYNN D. MCGREGOR
                                       ------------------------------------
                                       Wynn D. McGregor


                                   By: /s/ GORDON J. ROY
                                       ------------------------------------
                                       Gordon J. Roy

                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.(C)
<SEQUENCE>3
<FILENAME>d88634ex4-c.txt
<DESCRIPTION>AMENDMENT NO. 2 TO EMPLOYEE STOCK OWNERSHIP PLAN
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 4(c)

                                AMENDMENT NO. TWO
                                     TO THE
                            ATMOS ENERGY CORPORATION
                     EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
                            EFFECTIVE JANUARY 1, 1999


         WHEREAS, ATMOS ENERGY CORPORATION (the "Company") has heretofore
amended and restated the Atmos Energy Corporation Employee Stock Ownership Plan
and Trust Effective January 1, 1999 (the "Plan"); and

         WHEREAS, pursuant to the provisions of Section 10.01 of the Plan, the
Company desires to amend the Plan in certain respects as hereinafter provided.

         NOW, THEREFORE, Atmos Energy Corporation does hereby amend the Plan,
effective as of June 1, 2000, except as otherwise provided herein, as follows:

         1. Effective as of January 1, 2001, Section 2.01(i) is amended by
adding the following at the end of paragraph (1) of said Section:

         Notwithstanding any other provision of this Plan, Compensation shall
         include any and all lump sum merit payments made to such Participant by
         an Employer.

         2. Section 2.01(l) is amended by adding the following at the end of
paragraph (1) of said Section:

         Those individuals shall include employees of Southwestern Energy
         Company ("SEC") and/or Arkansas Western Gas Company ("AWGC") who became
         Employees of an Employer as a result of the Company's acquisition of
         certain assets associated with the Associated Natural Gas operations of
         SEC and AWGC (such individuals are referred to herein as "ANG
         Employees").

         3. Section 2.01(m) is amended by adding the following at the end of
said Section:

                  Said account shall include amounts transferred from the
         Southwestern Energy Company 401(k) Savings Plan (the "SEC Plan") on
         behalf of ANG Employees which are attributable to after-tax
         contributions as provided for in Section 3.06 hereof.

         4. Section 2.01(o) is amended by adding the following at the end of
said Section:

                  Said account shall include amounts transferred from the SEC
         Plan on behalf of ANG Employees which are attributable to rollover
         contributions and employer matching contributions as provided for in
         Section 3.06 hereof. Said account shall also include all amounts
         received by a Participant as matching contributions, and adjustments
         relating thereto under the Prior Plan.

         5. Section 2.01(y) is amended by deleting said Section in its entirety
and substituting in lieu thereof the word "Reserved".

<PAGE>   2

         6. Section 2.01(hh) is amended by adding the following at the end of
said Section:

                  Said account shall include amounts transferred from the SEC
         Plan on behalf of ANG Employees which are attributable to salary
         reduction contributions as provided for in Section 3.06 hereof.

         7. Article III is amended by adding the following Section 3.06 at the
end of said Article:

         3.06     Special Rules for ANG Employees

         (a)      For purposes of eligibility to make salary reduction
                  contributions under Section 4.01, ANG Employees (as defined in
                  Section 2.01(l) hereof) shall be eligible to participate in
                  this Plan as of the first day of the first payroll period
                  coincident with or immediately following June 1, 2000. For
                  purposes of eligibility to receive allocations of safe harbor
                  matching contributions under Section 4.02 and discretionary
                  contributions under Section 4.03, an ANG Employee shall be
                  eligible to participate in this Plan as of the Entry Date
                  coincident with or immediately following his completion of one
                  (1) Year of Service. For purposes of Section 3.02, ANG
                  Employees shall be credited with Service equal to their
                  service credited under the SEC Plan (as defined in Section
                  2.01(m) hereof).

         (b)      The account balances of ANG Employees who were participants in
                  the SEC Plan which are transferred into the Plan effective as
                  of June 1, 2000, shall be held, administered, and distributed
                  as part of the Plan as follows:

                  (1)      All amounts transferred from the SEC Plan that are
                           attributable to an ANG Employee's salary reduction
                           contributions under the SEC Plan shall be held in the
                           Salary Reduction Contribution Account established for
                           such Employee under the Plan;

                  (2)      All amounts transferred from the SEC Plan that are
                           attributable to an ANG Employee's after-tax
                           contributions, if any, under the SEC Plan shall be
                           held in the Employee Contribution Account established
                           for such Employee under the Plan. The ANG Employee
                           shall be 100% vested in said Account.

                  (3)      All amounts transferred from the SEC Plan that are
                           attributable to an ANG Employee's rollover
                           contributions, if any, under the SEC Plan shall be
                           held in a subaccount of the Employer Contribution
                           Account established for such Employee under the Plan.
                           The ANG Employee shall be 100% vested in said
                           subaccount.

                  (4)      All amounts transferred from the SEC Plan that are
                           attributable to an ANG Employee's employer matching
                           contributions under the SEC Plan shall be held in a
                           subaccount of the Employer Contribution Account
                           established for such Employee under the Plan. The ANG
                           Employee shall be 100% vested in said subaccount and
                           all amounts contained therein may be invested
                           immediately.

                                       2
<PAGE>   3

                  (5)      All stock transferred from the SEC Plan that is
                           Entergy stock shall be held in a separate investment
                           fund called the Entergy Stock Fund established for
                           such Employee under the Plan. All amounts contained
                           in the Entergy Stock Fund may be invested in other
                           investments as provided for in Section 7.05(d).

         (c)      For purposes of Section 3.01(c), the Entry Date for ANG
                  Employees who have completed one (1) Year of Service as of
                  June 1, 2000, after taking into account the provisions of
                  Section 3.06(a) hereof, shall be the first day of the first
                  payroll period coincident with or immediately following June
                  1, 2000.

         (d)      All outstanding loans of the ANG Employees under the SEC Plan
                  shall be transferred in kind to the Plan and shall be
                  maintained and administered under Section 7.06 in accordance
                  with the terms of said loans as in effect at the time of said
                  transfer.

         8. Effective as of January 1, 2001, Section 4.01(e)(2) is amended by
striking said Section and substituting in lieu thereof the following:

                  (2) A salary reduction agreement may be entered into or
         amended or terminated by a Participant at any time upon notice to the
         Committee, subject to the requirements of paragraph (3), below. If a
         Participant terminates his salary reduction agreement, he may enter
         into another salary reduction agreement at any time thereafter, subject
         to the requirements of paragraph 3, below.

         9. Section 5.01 is amended by striking the third sentence of said
Section and substituting in lieu thereof the following:

         When appropriate, a Participant shall have four separate accounts, an
         Employer Contribution Account, a Salary Reduction Contribution Account,
         a Safe harbor Matching Contribution Account, and an Employee
         Contribution Account.

         10. Section 5.04(a)(1) is amended by striking said subsection and
substituting in lieu thereof the following:

         (1)      the value of the sum of Employer Contribution Accounts, Salary
                  Reduction Contribution Accounts, Safe harbor Matching
                  Contribution Accounts, plus Employee Contribution Accounts
                  (but not including any allocations to be made as of such last
                  day of the Plan Year except contributions actually made on or
                  before that date and allocated pursuant to Sections 5.02(b)
                  and (c)) of Participants who are Key Employees (as defined
                  below) exceeds 60% of the value of the sum of Employer
                  Contribution Accounts, Salary Reduction Contribution Accounts,
                  Safe harbor Matching Contribution Accounts, plus Employee
                  Contribution Accounts (but not including any allocations to be
                  made as of such last day of the Plan Year except contributions
                  actually made on or before that date and allocated pursuant to
                  Sections 5.02(b) and (c)) of all Participants and their
                  Beneficiaries (the "60% Test"), or (2) the Plan is part of a
                  required aggregation group (within the meaning of Code Section
                  416(g)(2)) and the required aggregation group is top-heavy.
                  However, and notwithstanding the results of the 60% Test, the
                  Plan shall not be considered a Top-Heavy Plan for any Plan
                  Year in which the Plan is a part of a required or permissive
                  aggregation

                                       3
<PAGE>   4

                  group (within the meaning of Code Section 416(g)(2)) which is
                  not top-heavy. For purposes of the 60% Test for any Plan Year,
                  (i) the value of the Employer Contribution Accounts, Safe
                  harbor Matching Contribution Accounts, Salary Reduction
                  Contribution Accounts, and Employee Contribution Accounts of
                  individuals who are former Key Employees shall not be taken
                  into account and (ii) the value of the Employer Contribution
                  Accounts, Safe harbor Matching Contribution Accounts, Salary
                  Reduction Contribution Accounts, and Employee Contribution
                  Accounts of individuals who have not performed services for an
                  Employer for the five (5)-year period ending on the
                  determination date shall not be taken into account.

         11. Section 6.04(e) is amended by adding the following at the end of
said Section:

                  In addition, notwithstanding the preceding provisions of this
         Section 6.04, Participants who are ANG Employees with account balances
         transferred from the SEC Plan may elect to receive distribution of
         their benefits (i) in monthly installments over a period equal to the
         shorter of one hundred twenty (120) months or the applicable life
         expectancy of the Participant or the Participant's spouse, or (ii) in
         installment payments of a fixed amount, such payments to be made until
         exhaustion of the Participant's Account balances under the Plan.

         12. Section 6.06(b) is amended by striking said subsection and
substituting in lieu thereof the following:

         From Employer Contribution Account or Matching Employer Contribution
         Account. On any January 1, a Participant may elect to withdraw any
         amount in his Employer Contribution Account, but with respect to the
         amounts in such Account attributable to Discretionary Contributions
         made pursuant to Section 4.03 hereof and amounts allocated to such
         Account under this Plan pursuant to Section 3.05(b)(2) and 3.06(b)(4)
         hereof, only to the extent that such amounts were allocated and paid to
         such Account under this Plan or the Prior Plan at least two (2) years
         prior to withdrawal. A Participant may withdraw any amount allocated to
         either his Employer Contribution Account or his Matching Employer
         Contribution Account at any time if such Participant properly
         demonstrates a financial hardship as described in Section 6.06(a)(1)
         hereof. A Participant shall not cease to be a Participant under the
         Plan solely because a distribution is made to such Participant pursuant
         to this Section 6.06(b). Withdrawal elections shall be made by the
         Participant on written forms provided by the Committee for that
         purpose.

         13. Subsection 7.05(a) is amended by striking said subsection and
substituting in lieu thereof the following:

         (a)      In General. Notwithstanding the preceding provisions of this
                  Article VII, a Participant shall have the right, in accordance
                  with the provisions of this Section 7.05, to direct the
                  Trustee as to the investment of (i) his Salary Reduction
                  Contribution Account, (ii) any rollover contributions, any
                  amounts in his United Cities Plan employer matching
                  contribution subaccount pursuant to Section 3.05(b)(2) hereof
                  other than amounts attributable to United Cities Plan
                  additional matching contributions (the "United Cities Plan
                  Matching Subaccount") and any amounts in his SEC Plan rollover
                  contribution subaccount and SEC Plan employer matching
                  contribution subaccount pursuant to Section 3.06(b)(3) and
                  Section 3.06(b)(4) hereof (the "SEC Plan Rollover and Matching
                  Subaccounts"),

                                       4
<PAGE>   5

                  held in his Employer Contribution Account, and (iii) any
                  amounts in his Employee Contribution Account attributable to
                  SEC Plan after-tax contributions pursuant to Section
                  3.06(b)(2) hereof (the "SEC Plan Employee Contribution
                  Account"). Any such investment direction by a Participant
                  shall consist solely of the right to direct the extent to
                  which Salary Reduction Contributions, rollover contributions,
                  amounts in his United Cities Plan Matching Subaccount, if any,
                  amounts in his SEC Plan Rollover and Matching Subaccounts, if
                  any, amounts in his SEC Plan Employee Contribution Account, if
                  any, shall be invested in various investment media comprising
                  a Diversified Fund. Such investment directions shall be made
                  in accordance with procedures established by the Committee.
                  Should a Participant fail to provide the Trustee with the
                  investment directions described herein as to any Salary
                  Reduction contribution or rollover contribution or amounts in
                  his United Cities Plan Matching Subaccount, amounts in his SEC
                  Plan Rollover and Matching Subaccounts, if any, and amounts in
                  his SEC Plan Employee Contribution Account, if any, such
                  contribution or amount shall be invested in Company Stock.

         14. Section 7.05 is further amended by adding a new subsection 7.05(d)
at the end of said Section as follows:

         (d)      Entergy Stock Fund. Notwithstanding the foregoing provisions
                  of this Section 7.05, a Participant for whom amounts are
                  invested in the Entergy Stock Fund provided for under Section
                  3.06(b)(5) may direct that all or any portion of such amounts
                  be invested in a Diversified Fund or in Company Stock in
                  accordance with the procedures established by the Committee;
                  however, no additional amounts may be invested in the Entergy
                  Stock Fund. Furthermore, amounts in the Entergy Stock Fund are
                  not subject to the Company Stock default investment provided
                  for in the preceding subsections of this Section 7.05.


         IN WITNESS WHEREOF, the Company has caused this AMENDMENT NO. TWO TO
THE ATMOS ENERGY CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST EFFECTIVE
JANUARY 1, 1999 to be executed in its name on its behalf this 31st day of May,
2001, effective as of June 1, 2000.

                                       ATMOS ENERGY CORPORATION

ATTEST:
                                       By: /s/ ROBERT W. BEST
                                           ------------------------------------
                                           Robert W. Best
                                           Chairman of the Board, President and
                                           Chief Executive Officer
---------------------------------

                                       TRUST COMMITTEE

ATTEST:
                                       By: /s/ LAURIE M. SHERWOOD
                                           ------------------------------------
                                           Laurie M. Sherwood

---------------------------------

                                       5
<PAGE>   6


                                       By: /s/ TOM S. HAWKINS, JR.
                                           ------------------------------------
                                           Tom S. Hawkins, Jr.


                                       By: /s/ RONALD W. MCDOWELL
                                           ------------------------------------
                                           Ronald W. McDowell


                                       By: /s/ WYNN D. MCGREGOR
                                           ------------------------------------
                                           Wynn D. McGregor


                                       By: /s/ GORDON J. ROY
                                           ------------------------------------
                                           Gordon J. Roy


                                       6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>d88634ex23.txt
<DESCRIPTION>CONSENT OF INDEPENDENT AUDITORS
<TEXT>

<PAGE>   1
                                                                      EXHIBIT 23



                        CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-63738 and Form S-8 No. 33-57687) pertaining to the Atmos Energy
Corporation Employee Stock Ownership Plan and Trust of our report dated June 5,
2001, with respect to the financial statements and supplemental schedules of the
Atmos Energy Corporation Employee Stock Ownership Plan and Trust included in
this Annual Report (Form 11-K) for the year ended December 31, 2000.


                                                        ERNST & YOUNG LLP

Dallas, Texas
June 25, 2001


</TEXT>
</DOCUMENT>
</SUBMISSION>
