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


                               September 24, 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 5.  OTHER EVENTS

     On September 24, 2001, Atmos Energy Corporation announced in a news release
that it had entered into a definitive agreement to acquire Mississippi Valley
Gas Company, a privately-held natural gas utility company for $150 million in
stock and cash as well as the assumption of approximately $45 million of
outstanding debt, net of working capital.  The closing of the transaction is
subject to regulatory approval.  Such news release is filed herein as Exhibit
99.1, which is incorporated herein by reference.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)  Exhibits

              99.1  News Release of Atmos Energy Corporation dated September
                    24, 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:  September 25, 2001         By: /s/ LOUIS P. GREGORY
                                      --------------------
                                         Louis P. Gregory
                                         Senior Vice President
                                         and General Counsel



                                 EXHIBIT INDEX


   Item Number                          Description
------------------  ------------------------------------------------------------
       99.1         News Release of Atmos Energy Corporation dated
                    September 24, 2001

EX-99.1

                                                                    EXHIBIT 99.1

                                  NEWS RELEASE

           [ATMOS ENERGY CORPORATION LETTERHEAD AND LOGO APPEAR HERE]



Analyst contact:                                                Media contact:
Lynn Hord                                                       Gerald Hunter
(972) 855-3729                                                  (972) 855-3116

       Atmos Energy Corporation to Acquire Mississippi Valley Gas Company

Dallas (September 24, 2001)--Atmos Energy Corporation (NYSE: ATO) said today it
has signed a definitive agreement to acquire Mississippi Valley Gas Company, a
privately held natural gas utility, for $150 million. The consideration is
composed of $75 million cash and $75 million of Atmos common stock. Atmos also
will assume Mississippi Valley Gas' outstanding debt, net of working capital, of
approximately $45 million.

Atmos said the transaction will be accounted for as a purchase and expects it to
be accretive to earnings in the first full year of operation, excluding any one-
time charges related to the transaction. The acquisition is subject to approval
by the Mississippi Public Service Commission and compliance with the Hart-Scott-
Rodino Act. The issuance of Atmos common stock is subject to approval by utility
regulatory commissions in Colorado, Georgia, Illinois, Kentucky and Virginia.
The transaction is expected to be completed within a year.

Mississippi Valley Gas, based in Jackson, Mississippi, is the state's largest
gas utility. It serves approximately 261,500 Mississippi customers in 144
communities throughout 36 counties. Residential customers account for 89 percent
of the utility's customer base and for 46 percent of its revenues. Jackson is
the largest urban area served, with about 30 percent of the utility's customers
located there. The utility's fastest-growing community is Southaven, a suburb of
Memphis, Tennessee.

Mississippi Valley Gas operates a 5,500-mile distribution system and 335 miles
of transmission pipeline. The utility owns two underground gas storage
facilities at Amory and Goodwin in northeast Mississippi, with a combined
working gas capacity of 2.05 billion cubic feet.

Rates of Mississippi Valley Gas are weather-normalized and include provisions
for monthly purchased gas cost adjustments and semi-annual rate adjustments.
This rate structure is designed to mitigate the effects of weather, provide
predictable and stable earnings and cash flow and reward the utility for
excellent customer service.

"Mississippi Valley Gas will fit well into the growing Atmos system," said
Robert W. Best, chairman, president and chief executive officer of Atmos Energy
Corporation. "By expanding into Mississippi, Atmos will enhance its position in
the Southeastern United States and will gain the advantages of a strong
operating utility, additional gas-storage facilities and the goodwill from
Mississippi Valley Gas' reputation for providing excellent customer service.



"Mississippi Valley Gas will operate as a separate Atmos business unit
headquartered in Jackson," said Best. "As part of Atmos, Mississippi Valley Gas
will continue to provide its customers with the same reliable energy supplies
and high-quality service they have come to expect. Mississippi Valley Gas will
benefit from greater economies of scale and advanced technologies to keep its
operating costs low. The company also will gain more resources for maintaining
and expanding its system to serve the Mississippi economy."

Best noted that Atmos' operating divisions already serve hundreds of communities
in the nearby states of Louisiana, Tennessee, Kentucky and Georgia. In July,
Atmos completed its acquisition of the assets of Louisiana Gas Service Company
and LGS Natural Gas Company and combined them with its existing Trans Louisiana
Gas operations to form Atmos Energy Louisiana. Atmos is the largest pure gas
distributor in Louisiana and the fifth-largest in the U.S. The addition of
Mississippi Valley Gas will make Atmos the country's third-largest pure gas
distributor.

"As a result of successfully acquiring companies like Mississippi Valley Gas,"
Best said, "Atmos has more than doubled in size during the past four years. We
are proud of our record of not only adding profitable assets to our utility
system, but also maintaining our customers' trust and satisfaction."

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

Atmos Energy Corporation of Dallas, Texas, distributes natural gas to 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. Atmos' non-utility operations include Woodward
Marketing, LLC, 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 more information about Atmos, please visit
www.atmosenergy.com.
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