<SUBMISSION>
<ACCESSION-NUMBER>0000950134-02-007869
<TYPE>11-K
<PUBLIC-DOCUMENT-COUNT>5
<PERIOD>20011231
<FILING-DATE>20020628
<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>02692184
</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>d97939e11vk.txt
<DESCRIPTION>FORM 11-K FOR FISCAL YEAR END DECEMBER 31, 2001
<TEXT>
<PAGE>

                                    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

For the fiscal year ended December 31, 2001

                          OR

[ ]       TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

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>




                     ATMOS ENERGY CORPORATION EMPLOYEE STOCK
                            OWNERSHIP PLAN AND TRUST



                              FINANCIAL STATEMENTS
                           AND SUPPLEMENTAL SCHEDULES



                        AS OF DECEMBER 31, 2001 AND 2000
                    AND FOR THE YEAR ENDED DECEMBER 31, 2001



<PAGE>




                                    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)                                 12

    Schedule H; Line 4j - Schedule of Reportable Transactions                                      13


Signatures                                                                                         14

Exhibits Index                                                                                     15
</Table>



<PAGE>



                         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, 2001 and 2000, and the related statement of changes in net assets
available for benefits for the year ended December 31, 2001. 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, 2001 and 2000, and the changes in its net assets available for
benefits for the year ended December 31, 2001, 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, 2001, 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 26, 2002


<PAGE>



                     ATMOS ENERGY CORPORATION EMPLOYEE STOCK
                            OWNERSHIP PLAN AND TRUST


                 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

<Table>
<Caption>

                                                            December 31
                                                   ---------------------------
                                                      2001            2000
                                                   -----------     -----------
<S>                                                <C>             <C>
ASSETS

Investments:
    Common stock of Atmos Energy Corporation       $48,502,656     $50,774,246
    Registered Investment Companies:
        T. Rowe Price Prime Reserve Fund               793,245         792,264
        T. Rowe Price Balanced Fund                  2,741,118       2,799,693
        T. Rowe Price Spectrum Income Fund           1,645,032       1,261,675
        T. Rowe Price Spectrum Growth Fund           5,638,158       5,803,756
        T. Rowe Price International Stock Fund         774,112         880,518
        T. Rowe Price Short-Term Bond Fund           1,603,654       1,286,619
        T. Rowe Price New Horizons Fund                241,606              --
        T. Rowe Price New American Growth Fund       6,096,225       6,724,036
        T. Rowe Price Equity Income Fund             9,445,301       8,851,815
        T. Rowe Price Equity Index 500 Fund            347,323              --
        Stein Roe Growth Stock Fund                    114,064              --
    Common/Collective Trust:
        T. Rowe Price Stable Value Fund              6,710,572       6,180,433
    Common stock of Entergy Corporation                 74,419          80,635
    Common stock of Citizens Communications
        Company, Class B                             2,219,732              --
    Participant loans                                3,580,518       3,098,635
                                                   -----------     -----------
Total investments                                   90,527,735      88,534,325

Receivables:
    Participant contributions                          153,099         298,216
    Company contributions                               83,328         169,782
                                                   -----------     -----------
Total receivables                                      236,427         467,998
                                                   -----------     -----------

Net assets available for benefits                  $90,764,162     $89,002,323
                                                   ===========     ===========
</Table>




See accompanying notes



                                       2
<PAGE>



                     ATMOS ENERGY CORPORATION EMPLOYEE STOCK
                            OWNERSHIP PLAN AND TRUST


            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS


                          Year ended December 31, 2001

<Table>
<S>                                                                        <C>
ADDITIONS
Investment income (loss):
    Net depreciation in fair value of investments                          $ (8,259,185)
    Dividends on common stock                                                 2,513,634
    Interest and dividend income on registered investment
      companies                                                               1,533,863
    Interest on participant loans                                               312,782
                                                                           ------------
                                                                             (3,898,906)

Contributions:
    Participants                                                              6,073,258
    Company                                                                   3,300,620
    Rollovers                                                                 3,961,009
                                                                           ------------
                                                                             13,334,887
                                                                           ------------

    Total additions                                                           9,435,981

DEDUCTIONS
Distributions to participants                                                 7,665,336
Administrative expenses                                                           8,806
                                                                           ------------
    Total deductions                                                          7,674,142
                                                                           ------------

Net increase                                                                  1,761,839

Net assets available for benefits, at beginning of year                      89,002,323
                                                                           ------------

Net assets available for benefits, at end of year                          $ 90,764,162
                                                                           ============
</Table>






See accompanying notes


                                       3
<PAGE>

                     ATMOS ENERGY CORPORATION EMPLOYEE STOCK
                            OWNERSHIP PLAN AND TRUST


                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2001


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. Effective March 1, 2002, the Plan's name
was changed to the Atmos Energy Corporation Retirement Savings Plan and Trust.

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 July 2001, the Company completed the acquisition of the assets of Louisiana
Gas Service Company and LGS Natural Gas Company ("LGS") from Citizens
Communications Company, formerly Citizens Utilities Company. Substantially all
employees of LGS that joined the Company were immediately eligible to
participate in the Plan. In addition, those employees were allowed to rollover
into the Plan their assets which were held in the Citizens Utilities Company
401(k) Employee Benefit Plan ("Citizens Plan").

Eligibility

Substantially all employees of the Company (except employees cover by other
agreements, 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>





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 2001),
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 2001.

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

Investment Options

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

The Stock Purchase Program Fund, consisting of Atmos common stock, is
non-participant and 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. Effective
March 1, 2002, contributions made to this fund by Participants are allowed to be
traded on a daily basis.




                                       5
<PAGE>





1. Description of the Plan (continued)

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
allowed to transfer into the Plan his or her assets which were held in the
Southwestern Energy Corporation 401(k) Plan ("Southwestern Plan"). 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.

To accommodate several LGS employees who held Citizens Communications Company
("Citizens") Class B common stock in the Citizens Plan, an additional account
was established in the Plan to hold the Citizens stock. This account was
established as a frozen account where funds can be liquidated but no new stock
added.

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 in Atmos common stock 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.

Effective March 1, 2002, dividends received on Atmos common stock will
automatically be reinvested in Atmos common stock. However, a Participant may
elect to have his or her dividends paid in cash. This election may be made at
any time during the period beginning on the first business day on or after the
dividend record date and ending at a time specified by the Employee Stock
Ownership Plan Committee (the "Committee") on the last business day preceding
the dividend payout date. Once a Participant elects to receive his or her
dividends in cash, the election will remain in effect until the election is
changed.




                                       6
<PAGE>

1. Description of the Plan (continued)

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.
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 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 U.S. 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.

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. Distributions to participants are recorded when paid.



                                       7
<PAGE>

2. Summary of Significant Accounting Policies (continued)

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.
Investments in 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.
The fair value of participant loans are valued at cost which approximates fair
value.

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.

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. 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 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.



                                       8
<PAGE>

4. Non-Participant Directed Investments

Atmos common stock held in the Stock Purchase Program Fund is non-participant
and participant directed. The investment activity related to Atmos common stock
cannot be segregated between non-participant and participant directed. The
following presents the information about the net assets and the components of
the changes in net assets relating to the non-participant directed investments:

<Table>
<Caption>

                                                              December 31
                                                       ---------------------------
                                                         2001             2000
                                                       -----------     -----------
<S>                                                    <C>             <C>
Investments:
    Atmos Energy Corporation Common
      Stock                                            $48,502,656     $50,774,246
                                                       ===========     ===========
</Table>

<Table>
<Caption>

                                                       Year ended
                                                      December 31,
                                                         2001
                                                      ------------
<S>                                                   <C>
Changes in net assets:
    Contributions                                     $ 7,336,721
    Dividends                                           2,513,634
    Interest on participant loans                         168,322
    Loan repayments                                       629,504
    Net depreciation in fair value of investments      (6,549,239)
    Distributions to participants                      (6,326,226)
    Interfund transfers out                               (44,306)
                                                      -----------
                                                      $(2,271,590)
                                                      ===========
</Table>





                                       9
<PAGE>

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 2001, 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 common stock and published market prices
for registered investment companies as follows:

<Table>

<S>                                                                   <C>
Atmos Energy Corporation Common Stock                                 $(6,549,239)
Registered Investment Companies:
    T. Rowe Price Balanced Fund                                          (237,055)
    T. Rowe Price Spectrum Income Fund                                    (25,686)
    T. Rowe Price Spectrum Growth Fund                                   (595,927)
    T. Rowe Price International Stock Fund                               (214,872)
    T. Rowe Price Short-Term Bond Fund                                     33,881
    T. Rowe Price New Horizons Fund                                        (3,390)
    T. Rowe Price New America Growth Fund                                (886,375)
    T. Rowe Price Equity Income Fund                                     (355,111)
    T. Rowe Price Equity Index 500 Fund                                   (19,491)
    Stein Roe Growth Stock Fund                                           (18,912)
Entergy Corporation Common Stock                                           (6,091)
Citizens Communications Company Common Stock                              619,083
                                                                      -----------
                                                                      $(8,259,185)
                                                                      ===========
</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
                                                                      ------------------------------
                                                                          2001              2000
                                                                      ------------      ------------
<S>                                                                   <C>               <C>
Net assets available for benefits per the
    financial statements                                              $ 90,764,162      $ 89,002,323
Amounts allocated to withdrawing participants                             (557,745)         (981,546)
                                                                      ------------      ------------
Net assets available for benefits per the
    Form 5500                                                         $ 90,206,417      $ 88,020,777
                                                                      ============      ============
</Table>




                                       10
<PAGE>




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,
                                                                         2001
                                                                     ------------
<S>                                                                   <C>
Distributions to participants per financial statements                $ 7,665,336

Add: Amounts allocated to withdrawing participants
    at December 31, 2001                                                  557,745
Less: Amounts allocated to withdrawing participants
    at December 31, 2000                                                 (981,546)
                                                                      -----------
Distributions to participants per the Form 5500                       $ 7,241,535
                                                                      ===========
</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. In February 2002, the Plan made an application with the IRS to receive a
new determination letter stating that the Plan is qualified under Sections
401(a) and 501(a) of the Code. 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.


                                       11
<PAGE>








                     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, 2001


<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; 2,282,478
                                              shares                            $43,749,427    $  48,502,656
   *      T. Rowe Price Associates,
              Inc.                        Stable Value Fund                              **        6,710,572
   *      T. Rowe Price Associates,
              Inc.                        Prime Reserve Fund                             **          793,245
   *      T. Rowe Price Associates,
              Inc.                        Balanced Fund                                  **        2,741,118
   *      T. Rowe Price Associates,
              Inc.                        Spectrum Income Fund                           **        1,645,032
   *      T. Rowe Price Associates,
              Inc.                        Spectrum Growth Fund                           **        5,638,158
   *      T. Rowe Price Associates,
              Inc.                        International Stock Fund                       **          774,112
   *      T. Rowe Price Associates,
              Inc.                        Short-Term Bond Fund                           **        1,603,654
   *      T. Rowe Price Associates,
              Inc.                        New Horizons Fund                              **          241,606
   *      T. Rowe Price Associates,
              Inc.                        New America Growth Fund                        **        6,096,225
   *      T. Rowe Price Associates,
              Inc.                        Equity Income Fund                             **        9,445,301
   *      T. Rowe Price Associates,
              Inc.                        Equity Index 500 Fund                          **          347,323
   *      Stein Roe Farnham &
              Company                     Stein Roe Growth Stock Fund                    **          114,064
          Entergy Corporation             Common stock; 1,903
                                              shares                                     **           74,419
          Citizens Communications         Common stock, 208,230
                                              shares                                     **        2,219,732
   *      Participant Loans               Interest rates from 7.50%
                                              to 11.00%                                  --        3,580,518
                                                                                -----------    -------------
                                                                                         **    $  90,527,735
                                                                                ===========    =============
</Table>

*        Indicates party-in-interest to the Plan

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



                                       12
<PAGE>





                     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, 2001

<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          $8,553,779              --      $8,553,779      $8,553,779           --
 Corporation         Stock

Atmos Energy        Common                  --      $4,276,130      $3,405,944      $4,276,130     $870,186
 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, 2001

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



                                       13
<PAGE>





                                   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 28, 2002                                       Laurie M. Sherwood
                                                    Chairperson of the Committee




                                       14
<PAGE>





                                 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 11-K
                            Stock Ownership Plan and Trust                     for the year ended December
                            (Effective January 1, 1999)                        31, 1998 (File No. 33-57687)

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

                      (c)   Amendment No. Two to the Atmos                     Exhibit (4)(c) of Form 11-K
                            Energy Corporation Employee Stock                  for the year ended December
                            Ownership Plan and Trust                           31, 2000 (File No. 33-57687)
                            (Effective January 1, 1999), effective
                            as of June 1, 2000

                      (d)   Amendment No. Four to the Atmos
                            Energy Corporation Employee Stock
                            Ownership Plan and Trust
                            (Effective January 1, 1999), effective
                            as of July 1, 2001

                      (e)   Amendment No. Five to the Atmos
                            Energy Corporation Employee Stock
                            Ownership Plan and Trust
                            (Effective January 1, 2002), effective
                            as of December 31, 2001

                      (f)   Amendment No. Six to the Atmos
                            Energy Corporation Employee Stock
                            Ownership Plan and Trust
                            (Effective January 1, 1999), effective
                            as of March 1, 2002

         23           Consent of Independent Auditors
</Table>

                                       15

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.(D)
<SEQUENCE>3
<FILENAME>d97939exv4wxdy.txt
<DESCRIPTION>AMENDMENT NO. 4 TO EMPLOYEE STOCK OWNERSHIP PLAN
<TEXT>
<PAGE>
                                                                    EXHIBIT 4(d)

                               AMENDMENT NO. FOUR
                                     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 thereafter has amended the
Plan from time to time; 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 July 1, 2001, as follows:

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

            Those individuals shall include employees of Citizens Communications
            Company, formerly Citizens Utilities Company ("Citizens"), who
            became Employees of an Employer effective as of July 1, 2001, as a
            result of the Company's acquisition from Citizens of substantially
            all of the assets associated with the Louisiana Gas Service division
            operations of Citizens (such individuals are referred to herein as
            "LGS Employees").

         2. Article III is amended by adding the following Section 3.07 at the
end of said Article:

         3.07 Special Rules for LGS Employees

         (a)  For purposes of eligibility to make salary reduction contributions
              under Section 4.01, LGS Employees (as defined in Section 2.01(1)
              hereof) shall be eligible to participate in this Plan as of the
              first day of the first payroll period coincident with or
              immediately following July 1, 2001. For purposes of eligibility to
              receive allocations of safe harbor matching contributions under
              Section 4.02 and discretionary contributions under Section 4.03,
              an LGS 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, LGS Employees shall be credited with Service equal to their
              service credited under the Citizens Utilities Company 401(k)
              Employee Benefit Plan (the "Citizens Plan").

         (b)  All stock that is Citizens stock received as part of an eligible
              rollover distribution from the Citizens Plan, as provided for in
              Section 4.05, shall be held in a separate investment fund called
              the Citizens Stock Fund established


<PAGE>

              for an LGS Employee under the Plan. All amounts contained in the
              Citizens Stock Fund may be invested in other investments as
              provided for in Section 7.05(e).

         (c)  For purposes of Section 3.01(c), the Entry Date for LGS Employees
              who have completed one (1) Year of Service as of July 1, 2001,
              after taking into account the provisions of Section 3.07(a)
              hereof, shall be the first day of the first payroll period
              coincident with or immediately following July 1, 2001.

         (d)  All outstanding loans of the LGS Employees under the Citizens Plan
              that were received as part of eligible rollover distributions from
              the Citizens Plan, as provided for in Section 4.05, 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 receipt.

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

         (e)  Citizens Stock Fund. Notwithstanding the foregoing provisions of
              this Section 7.05, a Participant for whom amounts are invested in
              the Citizens Stock Fund provided for under Section 3.07(b) 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 Citizens Stock Fund.




                                        2


<PAGE>

         IN WITNESS WHEREOF, the Company has caused this AMENDMENT NO. FOUR 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 15th day
of April, 2002, effective as of July 1, 2001.

                                        ATMOS ENERGY CORPORATION


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

ATTEST:


/s/ SHIRLEY A. HINES
------------------------------------



                                        TRUST COMMITTEE

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


                                        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



                                        3



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.(E)
<SEQUENCE>4
<FILENAME>d97939exv4wxey.txt
<DESCRIPTION>AMENDMENT NO. 5 TO EMPLOYEE STOCK OWNERSHIP PLAN
<TEXT>
<PAGE>
                                                                    EXHIBIT 4(e)

                               AMENDMENT NO. FIVE
                                     TO THE
                            ATMOS ENERGY CORPORATION
                    EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
                            EFFECTIVE JANUARY 1,2002

         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 thereafter has amended the
Plan from time to time; and

         WHEREAS, pursuant to the provisions of Section 10.01 of the Plan, and
in accordance with the authority delegated to the undersigned by the Board of
Directors of the Company at its meeting on November 7, 2001, the Company desires
to amend the Plan in certain respects as hereinafter provided to reflect certain
provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001
("EGTRRA"). This amendment is intended as good faith compliance with the
requirements of EGTRRA and is to be construed in accordance with EGTRRA and any
guidance issued thereunder.

         NOW, THEREFORE, except as otherwise provided herein, Atmos Energy
Corporation does hereby amend the Plan, effective as of January 1, 2002 as
follows:

         1. Subsection 2.01(i)(2) is amended by substituting "$200,000" for
"$150,000" as it appears in said Subsection.

         2. Subsection 4.01(b) is amended by deleting said Subsection in its
entirety and substituting in lieu thereof the following:

         Each Participant shall be given the option to execute a salary
         reduction agreement with his Employer which provides that the
         Participant agrees to accept a reduction in salary from his Employer
         equal to any percentage of his Compensation (excluding bonuses) per
         payroll, which percentage shall be neither less than one percent (1%)
         nor more than sixty-five percent (65%) of such Participant's
         Compensation (herein, the "Salary Reduction Contributions").

         3. Subsection 4.01(c) is amended by striking the first sentence of said
Subsection in its entirety and substituting in lieu thereof the following:

         (c)  Notwithstanding anything herein to the contrary, for any
              Participant's taxable year, a Participant's Salary Reduction
              Contribution shall not exceed the dollar limitation contained in
              Code Section 402(g) in effect for such taxable year, except to the
              extent permitted under Subsection 4.01(f) and Code Section
              414(v), if applicable.

         4. Section 4.01 is amended by striking the first full paragraph
following Subsection 4.01(c) and substituting in lieu thereof the following:



                                       1
<PAGE>


         In the event that the total reduction on behalf of any Participant for
         any of his or her taxable years exceeds the dollar limitation provided
         for in Section 4.01(c), such "excess deferrals," together with income
         allocable thereto, shall be distributed to the Participant on whose
         behalf such reduction was made not later than April 15 following the
         close of the Participant's taxable year in which the reduction was
         made, in the manner and to the extent provided under the applicable
         treasury regulations.

         5. Section 4.01 is amended by adding the following new subsection (f)
at the end of said Section:

         (f)     Effective with a Participant's taxable year beginning after
                 December 31, 2001, those Participants who have attained age
                 fifty (50) before the close of the Plan Year ending after
                 December 31, 2001, or before the close of any Plan Year
                 thereafter, shall be eligible to make Salary Reduction
                 Contributions in addition to the Salary Reduction
                 Contributions provided for in Subsection 4.01(b) hereof in
                 accordance with, and subject to the limitations of, Code
                 Section 414(v) ("Catch-Up Salary Reduction Contributions").
                 Such Catch-Up Salary Reduction Contributions shall not be
                 taken into account for purposes of Subsection 4.01(c) (and
                 Code Section 402(g)) and Section 5.03 (and Code Section 415).
                 The Plan shall not be treated as failing to satisfy the
                 provisions of the Plan implementing the requirements of Code
                 Sections 401(k)(3), 401(k)(11), 401(k)(12), and 410(b), or
                 416, as applicable, by reason of making such Catch-up Salary
                 Reduction Contributions.

         6. Subsection 4.05(a) is amended by adding the following after the
first sentence of said Section:

         The qualified plans from which eligible rollover distributions may be
         received pursuant to this paragraph (a) are qualified plans described
         in Code Sections 401(a) or 403(a), annuity contracts described in Code
         Section 403(b) and eligible plans under Code Section 457(b) which are
         maintained by a state, political subdivision of a state, or any agency
         or instrumentality of a state or political subdivision of a state.

         7. Subsection 5.03(a) is amended, effective for Plan Years beginning
after December 31, 2001, by striking the first paragraph of said Subsection in
its entirety and substituting in lieu thereof the following:

         Notwithstanding anything contained herein to the contrary, the total
         Additions made to the Salary Reduction Account, Safeharbor Matching
         Contribution Account and Employer Contribution Account of a Participant
         for any Plan Year shall not exceed the lesser of:



                                       2
<PAGE>


         (1)     Forty Thousand Dollars ($40,000) (or such higher amount to
                 which such amount shall be adjusted by the Secretary of the
                 Treasury or his delegate pursuant to Code Section 415(d)), or

         (2)     one hundred percent (100%) of the Participant's total
                 compensation for such Plan Year.

         The compensation limit referred to in clause (2) above shall not apply
         to any contribution for medical benefits after separation from service
         (within the meaning of Code Sections 401(h) or 419A(f)(2)) which is
         otherwise treated as an Addition.

         8. Subsection 5.03(a) is amended further by striking the reference to
"$150,000" in clause (v) in the last paragraph of said Subsection and
substituting in lieu thereof, "$200,000."

         9. Subsection 5.04(a)(1) is amended by adding the following to the end
of said Subsection:

         Notwithstanding the foregoing, for purposes of the 60% Test for any
         Plan Year beginning after December 31, 2001, the following shall apply:

         (i)     The present values of accrued benefits and the amounts of
                 account balances of an employee as of the determination date
                 shall be increased by the distributions made with respect to
                 the employee under the Plan and any plan aggregated with the
                 Plan under Code Section 416(g)(2) during the 1-year period
                 ending on such determination date. The preceding sentence shall
                 also apply to distributions under a terminated plan which, had
                 it not been terminated, would have been aggregated with the
                 Plan under Code Section 416(g)(2)(A)(i). In the case of a
                 distribution made for a reason other than separation of
                 service, death or disability, this provision shall be applied
                 by substituting "5-year period" for "1-year period."

         (ii)    The accrued benefits and accounts of any individual who has not
                 performed services for the Employer during the 1-year period
                 ending on the determination date shall not be taken into
                 account.

         10. Subsection 5.04(a)(2)(C) is amended by striking said Subsection in
its entirety and substituting in lieu thereof the following:

         (C)     Key Employee. For purposes of this Section 5.04, a "Key
                 Employee" is any person employed or formerly employed by any
                 Employer or Affiliate (and the beneficiaries of any such
                 person) who is, at any time during the Plan Year that includes
                 the determination date, any one or more of the following:

                 (1)  An officer of an Employer or an Affiliate having annual
                      compensation for the applicable Plan Year greater than


                                       3


<PAGE>






                      One Hundred Thirty Thousand Dollars ($130,000), as
                      adjusted under Code Section 416(i)(1) for Plan Years
                      beginning after December 31, 2002.

                 (2)  Any person owning (or considered as owning within the
                      meaning of Code Section 318) more than five percent (5%)
                      of the outstanding stock of an Employer or an Affiliate or
                      stock possessing more than five percent (5%) of the total
                      combined voting power of such stock or more than five
                      percent (5%) of the capital or profits interest of an
                      Employer or an Affiliate which is not a corporation.

                 (3)  A person who would be described in Subsection (2) above
                      if "one percent (1%)" were substituted for "five percent
                      (5%)" each place it appears in said Subsection (2), and
                      whose aggregate annual compensation from all Employers or
                      Affiliates is more than One Hundred Fifty Thousand Dollars
                      ($150,000).

                 (4)  Notwithstanding any other provision in this Plan to the
                      contrary, for purposes of determining ownership under
                      this Section 5.04(a)(2)(C), the rules of Code Sections
                      414(b), (c), and (m) shall not apply in defining who is
                      an Employer.

                 The determination of who is a Key Employee hereunder shall be
                 made in accordance with the provisions of Code Section 416(i)
                 (1) and the regulations thereunder.

         11. Subsection 5.04(b) is amended by striking the reference to
"$150,000" in said Subsection and substituting in lieu thereof, "$200,000."

         12. Subsection 5.04(b) is further amended by adding the following
paragraph at the end of said Subsection:

         Effective for Plan Years beginning after December 31, 2001, Safeharbor
         Matching Contributions, if any, shall be taken into account for
         purposes of satisfying the minimum contribution requirements of Code
         Section 416(c)(2) and the requirements of this Section 5.04. The
         preceding sentence shall apply with respect to Safeharbor Matching
         Contributions or, if the Plan provides that the minimum contribution
         requirement shall be met in another plan, matching contributions under
         such other plan. Safeharbor Matching Contributions that are used to
         satisfy the minimum contribution requirements shall be treated as
         Safeharbor Matching Contributions for purposes of the actual
         contribution percentage test and other requirements of Code Section
         401(m).

         13. Section 5.04 is amended by adding the following new Subsection
5.04(e):

         (e)     Inapplicability of Top Heavy Plan Rules. The provisions of this
                 Section 5.04 and Code Section 416 shall not apply in any Plan



                                       4

<PAGE>






                 Year beginning after December 31, 2001, in which the Plan
                 consists solely of Salary Reduction Contributions which meet
                 the requirements of Code Section 401(k)(12) and Safeharbor
                 Matching Contributions which meet the requirements of Code
                 Section 401(m)(11).

         14. Section 6.03 is amended by adding the following at the end of said
Section:

         Effective with respect to distributions made on or after January 1,
         2002, notwithstanding any other provisions to the contrary,
         distributions under this paragraph are permissible upon a Participant's
         severance of employment, regardless of when such severance of
         employment occurred. However, such distribution shall be subject to the
         other provisions of the Plan regarding distributions, other than the
         provisions that require separation from service before such amounts may
         be distributed.

         15. Subsection 6.04(f)(1) and (2) are amended by striking said
Subsections in their entirety and substituting in lieu thereof the following:

         (1)     "Eligible rollover distribution" means any distribution of all
                 or any portion of the balance to the credit of the distributee,
                 except that an eligible rollover distribution does not include:
                 (i) any distribution that is one of a series of substantially
                 equal periodic payments (not less than annually) made for the
                 life (or life expectancy) of the distributee or the joint lives
                 (or joint life expectancies) of the distributee and the
                 distributee's designated Beneficiary, or for a specified period
                 of ten (10) years or more; (ii) any distribution to the extent
                 such distribution is required under Code Section 401(a)(9);
                 (iii) the portion of any distribution that is not includable in
                 gross income (determined without regard to the exclusion for
                 net unrealized appreciation with respect to employer
                 securities); (iv) for Plan Years beginning on or after January
                 1, 1999, any hardship distribution described in Code Section
                 401(k)(2)(B)(i)(IV), and (v) for distributions made after
                 December 31, 2001, any in-service distribution made on account
                 of hardship, if such hardship distributions are permitted under
                 the Plan. For distributions made after December 31, 2001,
                 after-tax contributions shall not be excluded from the
                 definition of "eligible rollover distribution" pursuant to
                 clause (iii) of the preceding sentence. However, any portion of
                 an eligible rollover distribution attributable to after-tax
                 contributions may be transferred only to an individual
                 retirement account or annuity described in Code Section 408(a)
                 or (b), or to a qualified defined contribution plan describe in
                 Code Sections 401(a) or 403(a) that agrees to separately
                 account for amounts so transferred, including separately
                 accounting for the portion of such distribution which is
                 includible in gross income and the portion of such distribution
                 which is not so includible.


                                       5

<PAGE>

         (2)     "Eligible retirement plan" means any of the following that
                 accepts the distributee's eligible rollover distribution: An
                 individual retirement account described in Code Section 408(a),
                 an individual retirement annuity described in Code Section
                 408(b), an annuity plan described in Code Section 403(a), a
                 qualified trust described in Code Section 401(a), an annuity
                 contract described in Code Section 403(b), or an eligible plan
                 under Code Section 457(b) which is maintained by a state,
                 political subdivision of a state and which agrees to account
                 separately for amounts transferred into such plan from this
                 Plan. The foregoing definition of an "eligible retirement plan"
                 also shall apply in the case of an eligible rollover
                 distribution to the surviving spouse, or to the spouse or
                 former spouse who is an alternate payee under a Qualified
                 Domestic Relations Order.

         16. Section 6.06(a)(1) is amended by striking the second subparagraph
(b) of said Section and substituting in lieu thereof the following:

                 (b)     the Participant has obtained all distributions, other
                         than hardship distributions, and all nontaxable loans
                         currently available to him under all plans currently
                         maintained by the Employers, including electing to
                         receive all dividends to the extent currently available
                         under section 7.02(i) hereof.

         17. Section 6.06(a)( 1) is further amended by deleting the last
paragraph of said Section and substituting in lieu thereof the following:

                 In the event of any withdrawal by a Participant pursuant to
                 this subsection (1), such withdrawal shall terminate such
                 Participant's Salary Reduction Contributions under Section 4.01
                 and his right to make contributions under all other employee
                 plans maintained by the Employer until (i) in the case of
                 Salary Reduction Contributions withdrawn and distributed
                 hereunder in calendar year 2001, the first day of the first
                 payroll period which commences at least six (6) months
                 following the receipt of such withdrawal or until January 1,
                 2002, if later, and (ii) in the case of Salary Reduction
                 Contributions withdrawn and distributed hereunder after
                 December 31, 2001, the first day of the first payroll period
                 which commences at least six (6) months following the receipt
                 of such withdrawal. Withdrawal elections under this subsection
                 (1) may be made at any time but not more frequently than once
                 each calendar year.

         18. Subsection 7.02(i) is amended by striking said Subsection and
substituting in lieu thereof the following:

         (i)     Subject to the provisions of Section 7.02(k) and Sections 7.04
                 and 7.05 hereof, all dividends, income and other property
                 received by the Trustee shall, to the extent practicable, be
                 converted by the


                                       6


<PAGE>

                 Trustee into cash and invested in Company Stock, provided,
                 however, that the Board of Directors of the Company may, in its
                 sole discretion and as of the date of declaration of any
                 dividend paid with respect to Company Stock held in the Trust
                 Fund, direct the Trustee (i) to apply such dividend to the
                 repayment of an Exempt Loan, or (ii) at the election of the
                 person then with an account under the Plan, either (A) to
                 distribute such dividend to each person then with an account
                 hereunder in accordance with the ratio of the balance of shares
                 of Company Stock in such person's accounts (as of the date of
                 declaration of such dividend) to such share balance in all such
                 accounts (as of such date of declaration), or (B) to pay such
                 dividend to the Plan to be reinvested in Company Stock for the
                 benefit of such person's accounts.

                 The dividend election provided for in the preceding paragraph
                 may be made at any time during the period beginning on the
                 first business day on or after the dividend record date and
                 ending at the time specified by the Committee on the last
                 business day preceding the dividend payout date. Any dividend
                 election made hereunder shall remain in effect until
                 subsequently changed in accordance with the provisions of this
                 Section. If an individual entitled to make an election
                 hereunder fails to make such an election, and no previous
                 election has been made by such individual, he or she shall be
                 deemed to have elected to have such dividend paid to the Plan
                 to be reinvested in Company Stock for the benefit of such
                 person's accounts.

                 If a currently employed Participant elects to receive payment
                 of a dividend in cash, such payment shall be made either (a)
                 directly to the Participant by his Employer, or (b) directly to
                 the Participant by the Company's stock registrar. To the extent
                 that a dividend is paid to a Participant (or, if applicable,
                 his Beneficiary) who is not actively employed by an Employer,
                 such payment shall be made to the Participant either (a)
                 directly to the Participant by his Employer, or (b) directly to
                 the Participant by the Company's stock registrar.


                                       7


<PAGE>

           IN WITNESS WHEREOF, the Company has caused this AMENDMENT NO. FIVE 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 15th day of April,
2002, effective as of the 31st day of December, 2001.



                                        ATMOS ENERGY CORPORATION


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

ATTEST:


/s/ SHIRLEY A. HINES
------------------------------------



                                        TRUST COMMITTEE

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


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


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


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


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



                                        8



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.(F)
<SEQUENCE>5
<FILENAME>d97939exv4wxfy.txt
<DESCRIPTION>AMENDMENT NO. 6 TO EMPLOYEE STOCK OWNERSHIP PLAN
<TEXT>
<PAGE>
                                                                    EXHIBIT 4(f)

                                AMENDMENT NO. SIX

                                     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 the day and year hereinafter set forth, except as otherwise
provided herein, as follows:

         1. Article I is amended by striking the last recital of said Article
and substituting in lieu thereof the following:

                 WHEREAS, it is intended that the Plan continue to satisfy the
         requirements of Sections 401(a), 401(k), 501(a) and 4975(e) of the
         Internal Revenue Code of 1986, as amended (the "Code"), and the
         requirements of the Employee Retirement Income Security Act of 1974
         (hereinafter, "ERISA"), including, but not limited to, ERISA Section
         404(c);

         2. Section 2.01(s) is amended by striking said Section and substituting
in lieu thereof the following:

         (s)     FIDUCIARIES: Any person who exercises any discretionary
                 authority or discretionary control respecting the management of
                 the Plan, assets held under the Plan, or disposition of Plan
                 assets; who renders investment advice for a fee or other
                 compensation, direct or indirect, with respect to assets held
                 under the Plan or has any authority or responsibility to do so;
                 or who has any discretionary authority or discretionary
                 responsibility in the administration of the Plan shall be
                 treated as a Fiduciary hereunder. Any person who exercises
                 authority or has responsibility of a fiduciary nature as
                 described above shall be considered a Fiduciary under the Plan.
                 Notwithstanding the foregoing, neither a Participant nor a
                 Beneficiary shall be considered a Fiduciary with respect to the
                 Plan by reason of his exercise of control over the assets held
                 in his individual account pursuant to Section 7.05 hereof. In
                 general the Employers, the Committee, and the Trustee shall be
                 Fiduciaries hereunder, but only with respect to the specific
                 responsibilities of each for Plan and Trust administration, all
                 as described in Section 8.01.


<PAGE>




         3. Section 2.01 (dd) is amended by striking said Section and
substituting in lieu thereof the following:

         (dd)    PLAN: ATMOS ENERGY CORPORATION RETIREMENT SAVINGS PLAN AND
                 TRUST, as set forth in this document and as it may be amended
                 from time to time.

         4. The introductory paragraph to Section 5.04 is amended by striking
said paragraph and substituting in lieu thereof the following:

         The following provisions shall become effective in any Year in which
         either the ESOP portion or the Non-ESOP portion of the Plan is
         determined to be a Top-Heavy Plan:

         5. Section 5.04(a) is amended by striking the introductory sentence of
said Section and substituting in lieu thereof the following:

         The ESOP portion or the Non-ESOP portion of the Plan will be
         considered a Top-Heavy Plan for the Plan Year if as of the last day of
         the preceding Plan Year (the "determination date"):

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

         (1)     [1] the value of the sum of the ESOP portion or the Non-ESOP
                 portion (as the case may be) of the 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 the ESOP
                 portion or the Non-ESOP portion (as the case may be) of the
                 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 applicable portion of the Plan is part of a required
                 aggregation group (within the meaning of Code Section
                 4l6(g)(2)) and the required aggregation group is top-heavy.
                 However, and notwithstanding the results of the 60% Test, the
                 ESOP portion or the Non-ESOP portion (as the case may be) of
                 the Plan shall not be considered a Top-Heavy Plan for any Plan
                 Year in which the applicable portion of the Plan is a part of a
                 required or permissive aggregation 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


                                        2


<PAGE>

                 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.

                 Notwithstanding the foregoing, for purposes of the 60% Test
                 for any Plan Year beginning after December 31, 2001, the
                 following shall apply:

                 (i)       The present values of accrued benefits and the
                           amounts of account balances of an employee as of the
                           determination date shall be increased by the
                           distributions made with respect to the employee under
                           the ESOP portion or the Non-ESOP portion (as the case
                           may be) of the Plan and any plan aggregated with such
                           portion of the Plan under Code Section 416(g)(2)
                           during the 1-year period ending on such determination
                           date. The preceding sentence shall also apply to
                           distributions under a terminated plan which, had it
                           not been terminated, would have been aggregated with
                           the applicable portion of the Plan under Code Section
                           416(g)(2)(A)(i). In the case of a distribution made
                           for a reason other than separation of service, death
                           or disability, this provision shall be applied by
                           substituting "5-year period" for "1-year period."

                 (ii)      The accrued benefits and accounts of any individual
                           who has not performed services for the Employer
                           during the 1-year period ending on the determination
                           date shall not be taken into account.



         7. Section 5.04(b) is amended by striking the first paragraph of said
Section and substituting in lieu thereof the following:


         (b)      Minimum Allocations. Notwithstanding the provisions of Section
                  5.02(b) and (c), for any Year during which either the ESOP
                  portion of the Plan or the Non-ESOP portion of the Plan is
                  deemed a Top-Heavy Plan, the amount of Employer contribution
                  for the Year to be allocated in the aggregate to the
                  Safeharbor Matching Contribution Account and Employer
                  Contribution Account of each Participant who is not a Key
                  Employee shall not be less than the lesser of (i) three
                  percent (3%) of the Participant's total compensation for the
                  Plan Year or (ii) the Participant's total compensation for the
                  Plan Year multiplied by the highest percentage obtained by
                  dividing the amount of Employer contribution allocated in the
                  aggregate to the Salary Reduction Contribution Account,
                  Safeharbor Matching Contribution Account and the


                                        3


<PAGE>

                 Employer Contribution Account of any Key Employee for the Year
                 by so much of the total compensation of such Key Employee for
                 the Year as does not exceed $200,000 (as automatically
                 increased in accordance with the applicable treasury
                 regulations); provided, however, that the requirement of this
                 subsection (b) shall not apply to the extent that the minimum
                 allocations set forth herein are made under another defined
                 contribution plan maintained by the Employer, provided,
                 further, that the minimum allocations required herein shall be
                 offset by any minimum benefit provided under a defined benefit
                 plan maintained by an Employer.

         8. Section 5.04(c) is amended by striking said Section and substituting
in lieu thereof the following:

         (c)     Super Top-Heavy Rules. For any Plan Year in which either the
                 ESOP portion of the Plan or the Non-ESOP portion of the Plan is
                 a Top-Heavy Plan, Section 5.04(a) shall be read by substituting
                 the number "90" for the number "60" wherever it appears
                 therein; provided, however, that where the applicable portion
                 of the Plan is not a "Super" Top-Heavy Plan (as defined in Code
                 Section 416(h)(2)(B)), no such substitution shall occur if, for
                 such Plan Year, the minimum allocations determined pursuant to
                 subsection (b) of this Section are determined by reference to
                 4%, in lieu of 3%, of total compensation.

         9. Section 6.04(d) is amended by striking said Section and substituting
in lieu thereof the following:

         (d)      Form of Distribution. Distributions hereunder to Participants,
                  Former Participants or Beneficiaries may be in the form of
                  Company Stock or cash, as determined by the Committee;
                  provided, however, that any such distributee shall have the
                  right to demand that distribution of the ESOP portion of a
                  Participant's account balances (as provided for in Section
                  7.02(a) hereof) be made to him in the form of Company Stock
                  and shall have been given written notification of such right
                  by the Committee prior to the date of any cash distribution to
                  him; provided, further, that fractional shares shall, in all
                  events, be paid in cash. In the event that the Articles of
                  Incorporation or bylaws of the Company are amended to restrict
                  the ownership of substantially all outstanding shares of
                  Company Stock to Employees and/or to the Trust Fund, then
                  distributions hereunder to Participants, Former Participants
                  and Beneficiaries shall, in all events, be in the form of
                  cash. Subject to the provisions of subsection (e) below, a
                  Participants benefits shall in all events be distributed in a
                  lump sum.

                  Unless the Participant elects otherwise, the ESOP portion of a
                  Participant's accounts which consists of Company Stock
                  acquired after 1986 shall be distributed in a form providing
                  no more than substantially equal periodic payments (not less
                  frequently than annually) over a period not longer than the


                                        4


<PAGE>

                 greater of (i) five (5) years, or (ii) in the case of a
                 Participant whose accounts consisting of Company Stock acquired
                 after 1986 exceed $500,000 (as automatically increased in
                 accordance with the applicable treasury regulations to reflect
                 cost-of-living adjustments), five (5) years, plus an additional
                 one (1) year (up to an additional five (5) years) for each
                 $100,000 (as automatically increased in accordance with
                 treasury regulations to reflect cost-of-living adjustments) or
                 fraction thereof by which the balance exceeds $500,000 (as
                 automatically increased in accordance with the applicable
                 treasury regulations to reflect cost-of-living adjustments).
                 For purposes of this Section 6.04, the ESOP portion of a
                 Participant's accounts shall not include Company Stock acquired
                 with the proceeds of an Exempt Loan until the last day of the
                 Plan Year in which such Exempt Loan is repaid in full.

         10. Section 7.02(a) is amended by striking said Section and
substituting in lieu thereof the following:

         (a)      There are two portions of the Plan: One portion, consisting of
                  all of the Plan's investments at any time and from time to
                  time in Company Stock, is specifically designated as an
                  "employee stock ownership plan" within the meaning of Code
                  Section 4975(e)(7) and is referred to in the Plan as the "ESOP
                  portion"; the other portion, consisting of the Plan's
                  investments at any time and from time to time in any
                  investment other than Company Stock (including, but not
                  limited to investments in any Diversified Fund, as defined in
                  Section 7.05(b) hereof), is referred to in the Plan as the
                  "Non-ESOP portion." If and to the extent a Participant's
                  accounts are invested at any time and from time to time in
                  Company Stock, then that portion of such accounts shall
                  constitute the ESOP portion, and to the extent a Participant's
                  accounts are invested at any time and from time to time in
                  investments other than Company Stock, that portion of such
                  accounts shall constitute the Non-ESOP portion. Accordingly,
                  and subject to the provisions of subsections (i) and (k) of
                  this Section and Section 7.04 hereof the Trustee shall invest
                  the ESOP portion of the Trust Fund in Company Stock. The
                  Trustee may use the funds contributed by an Employer to
                  purchase Company Stock from the Company or from any
                  shareholder of the Company at a price to be determined in
                  accordance with subsection (e) below. Such stock may be
                  treasury stock which has been purchased by the Company or it
                  may be stock which has been authorized but never issued by the
                  Company. The Trustee shall invest the Non-ESOP portion of the
                  Trust Fund in common stocks of other corporations, preferred
                  stocks, bonds, debentures, mortgages, notes, investment trust
                  shares or in any other property, real or personal. The Trustee
                  may invest any part of the Non-ESOP portion of the Trust Fund
                  in a common trust fund maintained by any state or national
                  bank or trust company in Texas or any other state of the
                  United States specifically for investments by qualified
                  employee benefit trusts or in shares of a registered
                  investment company, including, but not limited to mutual
                  funds, provided that such shares constitute securities
                  described in ERISA Section 401(b)(l). The


                                        5


<PAGE>


                 Trustee shall be obliged only to use good faith and to exercise
                 its honest judgment as to what investments in the Non-ESOP
                 portion of the Plan are from time to time for the best interest
                 of the Trust Fund and those entitled to benefit hereunder.
                 Furthermore, the Trustee may hold any portion of the Trust Fund
                 in cash and uninvested whenever it deems such holding necessary
                 or advisable.

         11. Section 7.02(g) is amended by striking said Section and
substituting in lieu thereof the following:

         (g)      So long as Company Stock is publicly traded, each Participant
                  or Beneficiary in the Plan shall have the right to direct the
                  Trustee as to the manner in which voting rights with respect
                  to any such Company Stock allocated to his accounts are to be
                  exercised and, to the extent that such Company Stock is
                  attributable to the Participant's investment direction under
                  Section 7.05(a) hereof, shall have the right ("tender rights")
                  to instruct the Trustee whether or not to tender, exchange,
                  sell or otherwise dispose of Company Stock in the event of a
                  tender offer, exchange offer or other offer for Company Stock
                  ("Offer"). If Company Stock is not, or ceases to be, publicly
                  traded, then normally the Trustee will have the right to vote
                  all of such Stock then held by the Trustee hereof, provided,
                  however, that each Participant or Beneficiary in the Plan
                  shall be entitled to direct the Trustee as to the manner in
                  which the voting rights under any Company Stock which is
                  allocated to his accounts are to be exercised with respect to
                  any corporate merger or consolidation, recapitalization,
                  reclassification, liquidation, dissolution, sale of
                  substantially all of an Employer's assets or such similar
                  transaction as the Secretary of the Treasury may prescribe in
                  regulations, provided, further, that effective for votes after
                  October 22, 1986, each such Participant or Beneficiary shall
                  be entitled to cast one vote on a given transaction described
                  above, and the Trustee shall be required to vote the Company
                  Stock allocated to such accounts in proportion to the results
                  of the votes cast on the transaction by the Participants or
                  Beneficiaries. Whenever a Participant or Beneficiary has
                  voting rights or tender rights hereunder, the Trustee shall
                  give written notice of such impending vote or Offer as soon as
                  practicable after receiving notice thereof, which notice shall
                  explain the matter to be decided or the Offer and provide each
                  Participant or Beneficiary with a ballot to indicate his vote
                  on such matter or a form for exercising his tender right, as
                  the case may be. If any Participant or Beneficiary fails to
                  notify the Trustee in writing of the manner in which such
                  Participant or Beneficiary desires for his vote or tender
                  rights to be exercised, then the Trustee shall exercise the
                  voting or tender rights with respect to such stock in
                  accordance with its best judgment, taking into account
                  instructions from the Committee. Any Company Stock which has
                  not been allocated to the accounts of the Participants or
                  Beneficiaries shall be voted by the Trustee in accordance with
                  its best judgment, taking into account instructions from the
                  Committee. Reasonable means shall be employed by the Trustee
                  to provide confidentiality with respect to the voting


                                        6


<PAGE>

                  or tender rights exercised by Participants, such that the
                  Participants' directions will be held in confidence and not
                  divulged or released to any Employer or any director, officer,
                  employee or agent of an Employer, it being the intent of this
                  provision of this Section to ensure that the Employers (and
                  their directors, officers, employees and agents) cannot
                  determine the direction given by any Participant.

         12. Section 7.02(h) is amended by striking the first sentence of said
Section and substituting in lieu thereof the following:

         Subject to the provisions of subsections (i) and (k) of this Section
         7.02 and Sections 7.04 and 7.05 hereof, any cash received by the
         Trustee shall be invested by the Trustee in Company Stock.

         13. Section 7.02(i) is amended by striking the first two paragraphs of
said Section and substituting in lieu thereof the following:

         Subject to the provisions of Section 7.02(k) and Sections 7.04 and 7.05
         hereof, all dividends, income and other property received by the
         Trustee shall, to the extent practicable, be converted by the Trustee
         into cash and invested in Company Stock, provided, however, that the
         Board of Directors of the Company may, in its sole discretion and as of
         the date of declaration of any dividend paid with respect to Company
         Stock held in the ESOP portion of the Trust Fund, direct the Trustee
         (i) to apply such dividend to the repayment of an Exempt Loan or (ii)
         at the election of the person then with an account under the ESOP
         portion of the Plan either (A) to distribute such dividend to each
         person then with an account hereunder in accordance with the ratio of
         the balance of shares of Company Stock in such person's accounts (as of
         the date of declaration of such dividend) to such share balance in all
         such accounts (as of such date of declaration), or (B) to pay such
         dividend to the ESOP portion of the Plan to be reinvested in Company
         Stock for the benefit of such person's accounts.

         The dividend election provided for in the preceding paragraph may be
         made at any time during the period beginning on the first business day
         on or after the dividend record date and ending at the time specified
         by the Committee on the last business day preceding the dividend payout
         date. Any dividend election made hereunder shall remain in effect until
         subsequently changed in accordance with the provisions of this Section.
         If an individual entitled to make an election hereunder fails to make
         such an election, and no previous election has been made by such
         individual, he or she shall be deemed to have elected to have such
         dividend paid to the ESOP portion of the Plan to be reinvested in
         Company Stock for the benefit of such person's accounts.


         14. Section 7.02(j) is amended by striking said Section and
substituting in lieu thereof the following:



                                        7


<PAGE>

         (j)     At least once a Year the Committee shall furnish each
                 Participant with a statement showing the status of his accounts
                 as of the close of the preceding Year, including the share of
                 the cost (including brokerage commissions, transfer taxes, and
                 other incidental expenses) properly allocable to his accounts,
                 of any Company Stock in the ESOP portion of the Plan acquired
                 by purchase during that Year.

         15. Section 7.02(k) is amended by striking the first sentence of said
Section and substituting in lieu thereof the following:

         The Trustee may borrow reasonable sums of money for the purchase of
         Company Stock for the ESOP portion of the accounts of Participants on
         such terms as the Trustee shall deem reasonable, provided that the
         proceeds of such loans shall be used solely for the purchase of Company
         Stock.

         16. Section 7.02(k)(l) is amended by striking the last sentence of said
Section and substituting in lieu thereof the following:

         Except as provided under Article xiii of the Plan, no Loan Securities
         may be subject to a put, call or other option, or buy-sell or similar
         arrangement while held by and when distributed from this Plan, whether
         or not the ESOP portion of this Plan is then an employee stock
         ownership plan.

         17. Section 7.04(a) is amended by striking the first full paragraph of
said Section and substituting in lieu thereof the following:

         In General. Notwithstanding the preceding provisions of this Article
         VII, a Qualified Participant may, during each Election Period occurring
         within his Qualified Election Period, elect that a part of the ESOP
         portion of his aggregate account balances (with such balances
         determined as of the beginning of each Election Period) be
         alternatively invested pursuant to Section 7.05 hereof in the
         Diversified Funds described in such section. The amount of the ESOP
         portion of the Qualified Participant's aggregate account balances
         available for such alternative investment shall be one hundred percent
         (100%) of such aggregate balances consisting of Company Stock acquired
         after 1986, reduced by amounts previously so invested, either pursuant
         to this Section or Section 7.05 hereof.

         18. Section 7.05(a) is amended by striking said Section and
substituting in lieu thereof the following:

         (a)     In General. Notwithstanding the preceding provisions of this
                 Article VII, a Participant or Beneficiary 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


                                        8


<PAGE>



                 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"), 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 or
                 Beneficiary 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 either in the
                 ESOP portion of the Plan, or in the Non-ESOP portion of the
                 Plan which consists of various investment media comprising a
                 Diversified Fund. Such investment directions shall be made in
                 accordance with procedures established by the Committee and the
                 requirements of Department of Labor Regulations Section
                 2550.404c-l(b)(2)(i)(A), or any successor thereto. Should a
                 Participant or Beneficiary 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 the Diversified
                 Fund which constitutes a balanced fund of equity and fixed
                 income, as selected by the Trustee. The Trustee may decline to
                 implement instructions by a Participant or Beneficiary which
                 (i) would result in a prohibited transaction described in Code
                 Section 4975 or ERISA Section 406 and which would generate
                 income that would be taxable to the Plan, or (ii) are described
                 in Department of Labor Regulations Section 2550.404c-l
                 (d)(2)(ii), or any successor thereto.

         19. Section 7.05(c) is amended by striking said Section and
substituting in lieu thereof the following:

         (c)    Limitation. It is expressly understood that the only amounts
                eligible for investment hereunder in the Diversified Fund are
                the amounts described in this Section and in Section 7.04
                hereof. Any amounts described in this Section and Section 7.04
                hereof that are invested in Company Stock shall be eligible for
                investment in the Diversified Fund as of any Valuation Date.

         20. Section 7.05(d) is amended by deleting the last sentence of said
Section.

         21. Section 8.02 is amended by striking the first sentence of said
Section and substituting in lieu thereof the following:



                                        9


<PAGE>


         The Plan shall be administered by a Retirement Savings Committee (the
         "Committee") consisting of at least three persons who shall be
         appointed by and serve at the pleasure of the Board of Directors of the
         Company.

         22.      Section 8.05 is amended by adding a new Subsection (h) to said
Section as follows:

         (h)      to take such actions as may be necessary to comply in all
                  respects with the requirements of ERISA Section 404(c) and the
                  regulations thereunder.

         23. The introductory sentence to Article XIII is amended by striking
said sentence and substituting in lieu thereof the following:

         The following rules will apply to Company Stock under the ESOP portion
of the Plan which is distributed hereunder.

         24. Article XIII, subparagraph (f) is amended by striking said
subparagraph and substituting in lieu thereof the following:

         (f)      Notwithstanding the fact that the ESOP portion of this Plan
                  ceases to be an employee stock ownership plan, Loan Securities
                  and any Company Stock acquired after 1986 shall continue to be
                  subject to the provisions of this Article XTTI.







                                       10


<PAGE>

         IN WITNESS WHEREOF, the Company has caused this AMENDMENT NO. SIX 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 15th day of April,
2002, effective as of the 1st day of March, 2002.




                                        ATMOS ENERGY CORPORATION


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

ATTEST:


/s/ SHIRLEY A. HINES
------------------------------------



                                        TRUST COMMITTEE

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


                                        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



                                        11




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>6
<FILENAME>d97939exv23.txt
<DESCRIPTION>CONSENT OF INDEPENDENT AUDITORS
<TEXT>
<PAGE>
                                                                      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 26,
2002, 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, 2001.


                                                               ERNST & YOUNG LLP

Dallas, Texas
June 26, 2002



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