8-K

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   Form 8-K


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


                                 July 1, 2001
               Date of Report (Date of earliest event reported)


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


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

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


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


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


ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

Effective July 1, 2001, the Registrant acquired the assets of the Louisiana Gas
Service Company division ("LGS") of Citizens Communications Company (formerly
known as Citizens Utilities Company, "Citizens") as well as the assets of LGS
Natural Gas Company ("LGSN"), a wholly-owned subsidiary of Citizens
(collectively, the "Acquisition"). The Registrant announced the closing of the
Acquisition in a press release dated July 2, 2001, a copy of which is attached
hereto as Exhibit 99.1 and is incorporated herein by reference. The Acquisition
was consummated pursuant to that certain Purchase and Sale Agreement entered
into by and among the parties on April 13, 2000 (the "Agreement"). Such document
is included as Exhibit 2.1 hereto, which is also incorporated herein by
reference.

The purchase price of approximately $365 million, paid in cash, was determined
through arms-length negotiations between the parties.  Prior to the execution of
the Agreement, the Company had no material relationship with Citizens. The
Company financed the acquisition primarily through the offer and sale of
Registrant's Senior Notes in the cumulative amount of $350 million on May 22,
2001.  The closing of the transaction was conditioned, among other things, upon
approvals from the Louisiana Public Service Commission and the Federal Trade
Commission, which approvals were received prior to the closing of the
transaction.

The assets acquired from Citizens consist of the property, plant and equipment
used in Citizens' regulated natural gas sales and distribution business in the
State of Louisiana--the LGS division, as well as Citizens' unregulated natural
gas-related operations in the State of Louisiana--LGSN.   The Registrant intends
to continue to utilize the assets of both the former LGS division and of the
former LGSN subsidiary primarily in the same manner as before the Acquisition.

Effective July 1, 2001, the Registrant has combined the assets and operations of
the former LGS division of Citizens with the assets and operations of its Trans
Louisiana Gas Company division, and renamed the division Atmos Energy Louisiana,
which Registrant will continue to operate along with its Energas Company,
Greeley Gas Company, United Cities Gas Company and Western Kentucky Gas Company
divisions.  Also effective July 1, 2001, the assets of LGSN were assigned to
three wholly-owned subsidiaries of the Registrant--Trans Louisiana Gas Pipeline,
Inc., Trans Louisiana Industrial Gas Company, Inc. and Trans Louisiana Gas
Storage, Inc.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

  (a) Financial statements of businesses acquired:

        The financial statements required by this item are not included herewith
        and will be filed within 60 days of the required filing date of this
        Form 8-K.

  (b) Pro forma financial information:

        The financial statements required by this item are not included herewith
        and will be filed within 60 days of the required filing date of this
        Form 8-K.


(c)  Exhibits

2.1       Purchase and Sale Agreement (Louisiana Gas Operations) among Citizens
          Utilities Company, LGS Natural Gas Company and Atmos Energy
          Corporation dated as of April 13, 2000 (incorporated herein by
          reference to Exhibit 2.1 to the Registrant's Registration Statement on
          Form S-3/A filed November 6, 2000 (File No. 333-93705)).

99.1      News Release of Atmos Energy Corporation dated July 2, 2001.


                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                        ATMOS ENERGY CORPORATION
                                             (Registrant)


DATE:  July 13, 2001                    By: /s/ LOUIS P. GREGORY
                                            ----------------------------------
                                                Louis P. Gregory
                                                Senior Vice President
                                                and General Counsel


                                 EXHIBIT INDEX


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

  2.1    Purchase and Sale Agreement (Louisiana Gas Operations) among Citizens
         Utilities Company, LGS Natural Gas Company and Atmos Energy Corporation
         dated as of April 13, 2000 (incorporated herein by reference to Exhibit
         2.1 to the Registrant's Registration Statement on Form S-3/A filed
         November 6, 2000 (File No. 333-93705)).

 99.1    News Release of Atmos Energy Corporation dated July 2, 2001.

EX-99.1

                                                                    EXHIBIT 99.1


          [ATMOS ENERGY CORPORATION LETTERHEAD AND LOGO APPEAR HERE]



Date: July 2, 2001                      Investor & Media Contact:

For Release: Immediately                Lynn Hord (972) 855-3729


               Atmos Energy Corporation Completes Acquisition of
       Louisiana Gas Service Company and LGS Natural Gas Company Assets

Dallas, Texas - Atmos Energy Corporation (NYSE: ATO) today announced that it
completed its purchase of the assets of Louisiana Gas Service Company and LGS
Natural Gas Company from Citizens Communications Company (NYSE: CZN) on July 1,
2001 for about $365 million in cash.  The purchase increases Atmos' customer
base by approximately 279,000, making Atmos the 5th largest pure gas utility in
the nation and the largest natural gas utility in the State of Louisiana.

The Louisiana Gas Service Company (LGS) utility operations serve customers in
Monroe and communities surrounding the City of New Orleans such as Metairie and
Harvey in Jefferson Parish.  LGS also serves the East Baton Rouge Parish and
areas adjacent to Baton Rouge in Ascension Parish. The LGS utility operations
will be integrated with Atmos' Trans Louisiana Gas Company (Trans LA) operations
over the next several months and will operate under a newly created business
unit identity, Atmos Energy Louisiana.

The LGS Natural Gas Company (LGSN) operations include non-regulated gas sales to
industrial customers and interests in two natural gas pipelines and a salt-dome
storage field.  The LGSN operations will be integrated with Atmos' existing non-
utility operations.

"We are very excited about expanding our operations in the State of Louisiana
and the opportunities we see there for continued growth," said Robert W. Best,
Chairman, President and Chief Executive Officer of Atmos Energy Corporation. "We
look forward to serving our new Louisiana customers and to providing them with
the highest quality customer service.  We also welcome the employees of LGS and
LGSN and thank them for their dedicated service and for their assistance in
working with us to complete this transaction.  We are pleased that Atmos has
doubled its customer base over the past four years and we remain resolute and
focused on continuing our tradition of growth through acquisitions".

Atmos Energy Corporation of Dallas, Texas distributes natural gas to about 1.4
million customers in 11 states through its operating divisions - Atmos Energy
Louisiana, Energas Company, Greeley Gas Company, United Cities Gas Company and
Western Kentucky Gas Company.  The Company's non-utility operations include
Woodward Marketing, Atmos Power Systems, Inc., natural gas storage, irrigation,
the sale of retail products and services, and an indirect equity interest in
Heritage Propane Partners.  For additional information about the Company, please
visit the Atmos website at www.atmosenergy.com.

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