ATMOS ENERGY CORP.

UNITED STATES

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, 2010

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

of Incorporation)

(Commission File

Number)

(I.R.S. Employer

Identification No.)

1800 THREE LINCOLN CENTRE,

5430 LBJ FREEWAY, DALLAS, TEXAS

75240

(Address of Principal Executive Offices)

(Zip Code)

(972) 934-9227

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.

Entry into a Material Definitive Agreement.

Before the market open on July 1, 2010, Atmos Energy Corporation (“Atmos”) entered into an accelerated repurchase agreement (the “Agreement”) with Goldman, Sachs & Co. (“Goldman Sachs”) under which Atmos will repurchase shares of its common stock. Under the Agreement, Atmos will pay $100 million to Goldman Sachs for shares of its common stock at a per share price equal to a measure of the volume-weighted average price per share of Atmos common stock during the Agreement’s calculation period, less a discount (the “VWAP”). The calculation period in the Agreement begins on July 2, 2010 and is scheduled to end in March 2011, although the end date may be accelerated by Goldman Sachs. Certain events, such as disruptions that affect exchange trading in the shares, may result in the calculation period being extended.

On July 7, 2010, Atmos will initially receive from Goldman Sachs a total of 2,958,580 shares of common stock, which is equal to 80% of $100 million divided by $27.04, the closing price per share of Atmos’ common stock on June 30, 2010. At the end of the calculation period in the Agreement, there will be a final settlement between the parties. Because Atmos will initially receive only 80% of the number of shares otherwise due based on the June 30, 2010 closing price of $27.04, (i) if the VWAP is less than approximately $33.80, or 125% of the $27.04 closing price per share on June 30, 2010, Goldman Sachs will owe Atmos additional shares and (ii) if the VWAP is greater than approximately $33.80, then Atmos will be required to pay, in cash or shares of its common stock, at its option, the final settlement amount to Goldman Sachs.

The Agreement is subject to terms customary for similar agreements, including providing for the effect of extraordinary corporate transactions and setting forth circumstances under which the Agreement may be terminated or unwound early.

Item 7.01.

Regulation FD Disclosure.

On July 1, 2010, Atmos issued a news release announcing that it had entered into the Agreement. The full text of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information disclosed in this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

99.1

News Release dated July 1, 2010 (furnished under Item 7.01)

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 1, 2010	By:	/ S / L OUIS P. G REGORY
		Louis P. Gregory
		Senior Vice President
		and General Counsel

INDEX TO EXHIBITS


Exhibit Number		Description

99.1		News Release dated July 1, 2010 (furnished under Item 7.01)

Exhibit 99.1

LOGO

News Release

Analysts and Media Contact:

Susan Giles (972) 855-3729

Atmos Energy Corporation Announces

Accelerated Share Repurchase

DALLAS (July 1, 2010)—Atmos Energy Corporation (NYSE: ATO) today entered into an accelerated share repurchase agreement with Goldman, Sachs & Co. to repurchase $100 million of its outstanding common stock. The specific number of shares that Atmos Energy ultimately will repurchase in the transaction will be based generally on the average of the daily volume-weighted average share price of Atmos Energy’s common stock over the duration of the agreement. The agreement is scheduled to end in March 2011, although the end date may be accelerated. As a result of this transaction, Atmos Energy’s weighted-average shares outstanding will be reduced over the remaining three months of fiscal 2010. Assuming a volume-weighted average share price equal to yesterday’s closing share price of $27.04, Atmos Energy expects the repurchase transaction to add from $0.01 to $0.02 to fiscal 2010 earnings per diluted share.

“The accelerated share repurchase is designed to offset stock grants made under the Company’s various employee and director incentive compensation plans and will allow us to optimize our capital structure to increase shareholder value,” said Robert W. Best, chairman and chief executive officer of Atmos Energy Corporation.

Forward-Looking Statements

The matters discussed in this news release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact included in this news 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 news release or in any of the company’s other documents or oral presentations, the words “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “objective,” “plan,” “projection,” “seek,” “strategy” or similar words are intended to identify forward-looking statements. Such forward-looking statements, including management’s expectations regarding the accelerated share buyback agreement, are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in this news release, including the risks and uncertainties relating to the market price of the company’s common stock as well as the risks and uncertainties discussed in the company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2009 and in the company’s Quarterly Report on Form 10-Q for the three and six months ended March 31, 2010. Although 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 forward-looking statements, whether as a result of new information, future events or otherwise.

About Atmos Energy

Atmos Energy Corporation, headquartered in Dallas, is the country’s largest natural-gas-only distributor, serving over three million natural gas distribution customers in more than 1,600 communities in 12 states from the Blue Ridge Mountains in the East to the Rocky Mountains in the West. Atmos Energy also provides natural gas marketing and procurement services to industrial, commercial and municipal customers primarily in the Midwest and Southeast and manages company-owned natural gas pipeline and storage assets, including one of the largest intrastate natural gas pipeline systems in Texas. Atmos Energy is a Fortune 500 company. For more information, visit www.atmosenergy.com.