We will pay interest on the 2007 notes on January 15, April 15, July 15 and October 15 of each year the 2007 notes are outstanding, beginning January 15, 2005. The 2007 notes will bear interest at the three-month LIBOR Rate plus 0.375% and will mature on October 15, 2007. Interest on the 2007 notes will be reset on each interest payment date, beginning on January 15, 2005. We will pay interest on the 2009 notes, the 2014 notes and the 2034 notes on April 15 and October 15 of each year they are outstanding, beginning April 15, 2005. The 2009 notes will bear interest at the rate of 4.00% per year and will mature on October 15, 2009. The 2014 notes will bear interest at the rate of 4.95% per year and will mature on October 15, 2014. The 2034 notes will bear interest at the rate of 5.95% per year and will mature on October 15, 2034. We may redeem the 2007 notes, in whole or in part, on any interest payment date on or after April 15, 2006 and we may redeem the 2009 notes, the 2014 notes and the 2034 notes at any time prior to maturity, in whole or in part, in all cases at a redemption price described in this prospectus supplement. See “Description of the Notes — Optional Redemption.”

All of the notes are unsecured and rank equally with all of our other existing and future unsubordinated debt. The notes will be issued only in registered form in denominations of $1,000.

Concurrently with this offering, we are also conducting a separate public offering of 13,000,000 shares of our common stock, plus up to an additional 1,950,000 shares issuable pursuant to an overallotment option granted to the underwriters of the common stock offering. Neither the completion of this offering nor the completion of the offering of our common stock is contingent upon the other.

Investing in the notes involves risks. See the “Risk Factors” section beginning on page S-12 of this prospectus supplement.


	(1)	Plus accrued interest from October 22, 2004, if settlement occurs after that date

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

All of the notes will be delivered in book-entry form through The Depository Trust Company on or about October 22, 2004.

Merrill Lynch & Co.


	Banc of America Securities LLC


	JPMorgan


	SunTrust Robinson Humphrey


	SG Corporate & Investment Banking


	KBC Financial Products USA Inc.


	Piper Jaffray


	Wachovia Securities

We have not, and the underwriters have not, authorized any other person to provide you with any information or to make any representation that is different from, or in addition to, the information and representations contained in this prospectus supplement, the accompanying prospectus or any of the documents that are incorporated by reference in this prospectus supplement or the accompanying prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer of any securities other than the notes by means of this prospectus supplement. This document is in two parts. The first part is this prospectus supplement, which describes specific terms of this offering and other matters relating to us and our financial condition. The second part is the accompanying prospectus, dated September 15, 2004, which gives more general information about securities we may offer from time to time, some of which may not apply to the notes we are currently offering. If the description of this offering or our operations varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement. You should assume that the information appearing in this prospectus supplement and the accompanying prospectus, as well as the information contained in any document incorporated by reference, is accurate as of the date of each such document only, unless the information specifically indicates that another date applies.

We are not offering to sell any of our shares of common stock with this prospectus supplement. We will offer our shares of common stock only by means of a separate prospectus supplement.

The distribution of this prospectus supplement and the accompanying prospectus, and the offering of the notes, may be restricted by law in certain jurisdictions. You should inform yourself about, and observe, any of these restrictions. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which the offer or solicitation is not authorized, or in which the person making the offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make the offer or solicitation.

The SEC allows us to “incorporate by reference” information in this prospectus supplement and the accompanying prospectus that we have filed with it. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus, except for any information that is superseded by information that is included directly in this prospectus supplement or the accompanying prospectus.

We incorporate by reference in this prospectus supplement and the accompanying prospectus the documents listed below and any future filings we make with the SEC under sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the termination of this offering. These additional documents include periodic reports, such as annual reports on Form 10-K and quarterly reports on Form 10-Q, and current reports on Form 8-K (other than information furnished under Items 2.02 and 7.01, which is deemed not to be incorporated by reference in this prospectus supplement or the accompanying prospectus), as well as proxy statements. You should review these filings as they may disclose a change in our business, prospects, financial condition or other affairs after the date of this prospectus supplement. The information that we file later with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and before the termination of this offering will automatically update and supersede previous information included or incorporated by reference in this prospectus supplement and the accompanying prospectus.

This prospectus supplement and the accompanying prospectus incorporate by reference the documents listed below that we have filed with the SEC but have not been included or delivered with this document:


	•	Our annual report on Form 10-K for the year ended September 30, 2003;

	•	Our proxy statement dated December 29, 2003;

	•	Our quarterly reports on Form 10-Q for the quarterly periods ended December 31, 2003, March 31, 2004 and June 30, 2004; and

	•	Our current reports on Form 8-K filed with the SEC on January 22, 2004, July 7, 2004, July 16, 2004, August 31, 2004, September 29, 2004 and October 6, 2004, Item 5 in our current report on Form 8-K/A filed with the SEC on July 2, 2004 and Item 8.01 in our current report on Form 8-K filed with the SEC on October 5, 2004.

These documents contain important information about us and our financial condition.

You may obtain a copy of any of these filings, or any of our future filings, from us without charge by requesting it in writing or by telephone at the following address or telephone number:

Statements contained or incorporated by reference in this prospectus supplement that are not statements of historical fact are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933. Forward-looking statements are based on management’s beliefs as well as assumptions made by, and information currently available to, management. Because such statements are based on expectations as to future results and are not statements of fact, actual results may differ materially from those stated. Important factors that could cause future results to differ include, but are not limited to:


	•	the successful integration of our acquisition of the natural gas distribution and pipeline operations of TXU Gas Company and the refinancing of the short-term indebtedness incurred in connection with the consummation of the acquisition;

	•	adverse weather conditions, such as warmer-than-normal weather in our utility service territories or colder-than-normal weather that could adversely affect our natural gas marketing activities;

	•	national, regional and local economic conditions;

	•	increased competition from other energy suppliers and alternative forms of energy;

	•	regulatory trends and decisions, including deregulation initiatives and the impact of rate proceedings before various state regulatory commissions;

	•	changes in the availability and prices of natural gas, including the volatility of natural gas prices;

	•	effects of inflation;

	•	market risks beyond our control affecting our risk management activities, including market liquidity, commodity price volatility and counterparty creditworthiness;

	•	our increased indebtedness and our ability to continue to access the capital markets; and

	•	other factors discussed in this prospectus supplement, the accompanying prospectus and our other filings with the SEC.

All of these factors are difficult to predict and many are beyond our control. Accordingly, while we believe 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. When used in our 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. We undertake no obligation to update or revise our forward-looking statements, whether as a result of new information, future events or otherwise.

For further factors you should consider, please refer to the “Risk Factors” section beginning on page S-12 of this prospectus supplement and on page 1 of the accompanying prospectus and the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in our

In this prospectus supplement, the terms “we,” “our,” “us” and “Atmos” refer to Atmos Energy Corporation and its subsidiaries unless the context suggests otherwise, the term “you” refers to a prospective investor and the abbreviations “Mcf,” “MMcf” and “Bcf” mean thousand cubic feet, million cubic feet and billion cubic feet, respectively.

In this prospectus supplement, we refer to the floating rate senior notes due 2007 as the 2007 notes, the 4.00% senior notes due 2009 as the 2009 notes, the 4.95% senior notes due 2014 as the 2014 notes and the 5.95% senior notes due 2034 as the 2034 notes, and we collectively refer to the 2007 notes, the 2009 notes, the 2014 notes and the 2034 notes as the notes.

PROSPECTUS SUPPLEMENT SUMMARY

You should read the following summary in conjunction with the more detailed information contained elsewhere in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus.

Atmos Energy Corporation

Atmos Energy Corporation and its subsidiaries are engaged primarily in the natural gas utility business, as well as other natural gas nonutility businesses. We distribute natural gas through sales and transportation arrangements to more than 3.1 million residential, commercial, public authority and industrial customers, including approximately 1.5 million residential and business customers in Texas that we recently acquired through the acquisition of the natural gas distribution and pipeline operations of TXU Gas Company. The TXU Gas acquisition makes us one of the largest publicly-traded companies in the United States whose primary business is the transmission and distribution of natural gas and the provision of related services. It also makes us one of the largest intrastate pipeline operators in Texas.

We operate our utility business through our seven regulated utility divisions, which cover service areas located in 12 states. Our primary service areas are located in Colorado, Kansas, Kentucky, Louisiana, Mississippi, Tennessee and Texas. We have more limited service areas in Georgia, Illinois, Iowa, Missouri and Virginia. In addition, we transport natural gas for others through our distribution and pipeline systems.

Through our nonutility businesses, we provide natural gas management and marketing services to municipalities, other local gas distribution companies and industrial customers in 18 states. We own or hold an interest in natural gas storage fields in Kentucky, Louisiana and Texas that we use to supply natural gas to our customers. We market natural gas to industrial and agricultural customers primarily in West Texas and to industrial customers in Louisiana.

Our operations are currently divided into three segments:

• the utility segment, which includes our related natural gas distribution operations;

• the natural gas marketing segment, which includes a variety of natural gas management services; and

• our other nonutility segment, which primarily includes our pipeline and storage operations.

Our overall strategy is to:

• integrate the operations of TXU Gas that we acquired;

• improve the quality and consistency of earnings growth, while operating our natural gas utility and nonutility businesses exceptionally well; and

• enhance and strengthen a culture built on our core values.

Over the last five years, we have grown through several acquisitions, including our acquisition in April 2001 of the remaining 55% interest in Woodward Marketing, L.L.C. that we did not already own, our acquisition in July 2001 of the assets of Louisiana Gas Service Company, our acquisition in December 2002 of Mississippi Valley Gas Company and our acquisition in October 2004 of the natural gas distribution and pipeline operations of TXU Gas.

We have experienced over 20 consecutive years of increasing dividends and consistent earnings growth after giving effect to our acquisitions. We have achieved this record of growth while operating our utility operations efficiently by managing our operating and maintenance expenses, leveraging our technology, such as our 24-hour call center, to achieve more efficient operations, focusing on regulatory rate proceedings to increase revenue as our costs increased, and mitigating weather-related risks through weather-normalized rates in many of our service areas. Additionally, we have strengthened our nonutility

business by ceasing speculative trading activities and actively pursuing opportunities to increase the amount of storage available to us.

Our core values include focusing on our employees and customers while conducting our business with honesty and integrity. We are strengthening our culture through ongoing communication with our employees and enhanced employee training.

Our principal executive offices are at 1800 Three Lincoln Centre, 5430 LBJ Freeway, Dallas, Texas 75240, our telephone number is (972) 934-9227, and our Internet website address is www.atmosenergy.com. Information contained in or connected to our Internet website is not a part of this prospectus supplement or the accompanying prospectus.

The TXU Gas Acquisition

On October 1, 2004, we completed our acquisition of the natural gas distribution and pipeline operations of TXU Gas Company.

The TXU Gas operations we acquired are regulated businesses engaged in the purchase, transmission, distribution and sale of natural gas in the north-central, eastern and western parts of Texas. Through these newly acquired operations, we provide gas distribution services to approximately 1.5 million residential and business customers in Texas, including the Dallas/ Fort Worth metropolitan area. We also now own and operate a system consisting of 6,162 miles of gas transmission and gathering lines and five underground storage reservoirs, all within Texas.

The purchase price for the TXU Gas acquisition was approximately $1.905 billion (after preliminary closing adjustments), which we paid in cash. We acquired approximately $121 million of working capital of TXU Gas and did not assume any indebtedness of TXU Gas in connection with the acquisition. TXU Gas provided for the repayment of all of its indebtedness and redeemed all of its preferred stock prior to closing and retained and agreed to pay certain other liabilities under the terms of the acquisition agreement. The purchase price is subject to further adjustment after closing for the actual amount of working capital we acquired and other specified matters. We anticipate that any post-closing adjustments will not be material.

We funded the purchase price for the TXU Gas acquisition with approximately $235.8 million in net proceeds from our offering of 9,939,393 shares of common stock, which we completed on July 19, 2004, and approximately $1.7 billion in net proceeds from our issuance on October 1, 2004 of commercial paper backstopped by a senior unsecured revolving credit agreement, which we entered into on September 24, 2004 for bridge financing for the TXU Gas acquisition. In this prospectus supplement, we refer to the July offering of our common stock as the July 2004 common stock offering, the senior unsecured revolving credit agreement as the bridge financing facility and the $1.7 billion of commercial paper that we issued backstopped by the bridge financing facility together with any commercial paper we may issue to refinance this commercial paper, as the acquisition commercial paper. We expect to use the net proceeds of this offering and our common stock offering described below to repay in full the acquisition commercial paper. The proceeds of this offering and our common stock offering will reduce permanently the availability under the bridge financing facility.

In June 2004, we entered into two agreements to fix the Treasury yield component of $675 million principal amount of the notes, which we refer to as the June 2004 Treasury lock agreements. In September 2004, we entered into two additional agreements to fix the Treasury yield component of an additional $200 million principal amount of the notes. We intend to terminate and settle the June 2004 Treasury lock agreements on October 22, 2004, using additional short-term borrowings. The fair value of the June 2004 Treasury lock agreements, as of October 18, 2004, represents an obligation of approximately $44.0 million, which is the amount we expect to pay on October 22, 2004 in connection with the settlement of the June 2004 Treasury lock agreements. In this prospectus supplement, we refer to the

settlement of the June 2004 Treasury lock agreements as the Treasury lock settlement. To the extent we have any remaining net proceeds from the common stock offering following the repayment in full of the balance of the acquisition commercial paper, we intend to use such remaining net proceeds to repay a portion of the short-term debt incurred in connection with the Treasury lock settlement.

In this prospectus supplement, we refer to TXU Gas Company as TXU Gas and our acquisition of the natural gas distribution and pipeline operations of TXU Gas as the TXU Gas acquisition. For more information on the terms of the TXU Gas acquisition, the TXU Gas operations we acquired in the TXU Gas acquisition and the terms of the financing for the TXU Gas acquisition, see “The TXU Gas Acquisition” beginning on page S-18.

Common Stock Offering

Concurrently with this offering, we are also offering 13,000,000 shares of our common stock, plus up to an additional 1,950,000 shares issuable pursuant to an overallotment option granted to the underwriters in the common stock offering, in a separate public offering by means of a separate prospectus supplement. Except as otherwise indicated, all information in this prospectus supplement assumes that the underwriters in the common stock offering will not exercise their overallotment option. We intend to use the estimated net proceeds from the common stock offering of approximately $309.7 million, based on an assumed offering price of $24.85 per share and after deducting approximately $13.3 million of estimated offering related fees and expenses, including the underwriting discount and commissions, to repay the balance of the acquisition commercial paper. To the extent we have any remaining net proceeds from the common stock offering following the repayment in full of the balance of the acquisition commercial paper, we intend to use such remaining net proceeds to repay a portion of the short-term debt incurred in connection with the Treasury lock settlement.

In this prospectus supplement, we refer to the offering of our shares of common stock as the common stock offering. Neither the completion of this offering nor the completion of the common stock offering is contingent upon the other.

Summary Consolidated Historical Financial Data

(in thousands, except per share data)

Atmos Energy Corporation

The following table presents summary consolidated financial data of Atmos Energy Corporation for the periods and as of the dates indicated. We derived the summary consolidated financial data for our fiscal years ended September 30, 2003, 2002 and 2001 from our audited consolidated financial statements, which are incorporated by reference in this prospectus supplement from our annual report on Form 10-K for the year ended September 30, 2003. We have reclassified some prior year amounts to conform with the current year presentation. We derived the summary consolidated financial data for the nine months ended June 30, 2004 and 2003 from our unaudited consolidated financial statements, which are also incorporated by reference in this prospectus supplement from our quarterly report on Form 10-Q for the quarterly period ended June 30, 2004. Please note that because of seasonal and other factors, the results of operations for the nine-month periods presented below are not indicative of results of operations for the entirety of each fiscal year.

The information in the following table is only a summary and does not provide all of the information contained in our financial statements. Therefore, you should read the information presented below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included in our annual report on Form 10-K for the year ended September 30, 2003, and our quarterly report on Form 10-Q for the quarterly period ended June 30, 2004, each of which is incorporated by reference in this prospectus supplement.



		Nine Months Ended June 30,					Year Ended September 30,

		2004		2003			2003			2002		2001


		(unaudited)
Income Statement Data
	Operating revenues	$	2,427,159	$	2,363,044		$	2,799,916		$	1,650,964	$	1,725,481
	Gross profit		472,671		435,198			534,976			431,140		375,208
	Operating expenses		282,256		260,640			347,136			275,809		244,927
	Operating income		190,415		174,558			187,840			155,331		130,281
	Cumulative effect of accounting change, net of income tax benefit		—		(7,773	)		(7,773	)		—		—
	Net income		92,611		74,124			71,688			59,656		56,090
	Diluted net income per share before cumulative effect of accounting change, net of tax	$	1.78	$	1.82		$	1.71		$	1.45	$	1.47
	Diluted net income per share	$	1.78	$	1.65		$	1.54		$	1.45	$	1.47
	Cash dividends paid per share	$	0.915	$	0.900		$	1.20		$	1.18	$	1.16



			As of June 30,				As of September 30,

			2004		2003		2003		2002		2001


			(unaudited)
Balance Sheet Data
	Total assets(1)		$	2,680,532	$	2,460,079	$	2,626,913	$	2,061,135	$	2,110,214
	Debt
		Long-term debt	$	863,266	$	864,348	$	863,918	$	670,463	$	692,399
		Short-term debt(2)		5,918		10,447		127,940		167,771		221,942

	Total debt		$	869,184	$	874,795	$	991,858	$	838,234	$	914,341
	Shareholders’ equity		$	926,846	$	827,453	$	857,517	$	573,235	$	583,864

Nine Months Ended June 30,

Year Ended September 30,

2004

2003

2002

2001

Other Financial Data

Ratio of earnings to fixed charges(3)

3.79

3.55

2.85

2.46

2.48

(1) For the unaudited balance sheet as of June 30, 2004 and all previous periods, we have reclassified our regulatory removal obligation from accumulated depreciation to a liability. The amounts presented above for total assets reflect this reclassification for all periods presented.

(2) Short-term debt is comprised of current maturities of long-term debt and short-term debt.

(3) For purposes of computing ratio of earnings to fixed charges, earnings consist of the sum of our pretax income from continuing operations and fixed charges. Fixed charges consist of interest expense, amortization of debt discount, premium and expense, capitalized interest and a portion of lease payments considered to represent an interest factor.

TXU Gas Company

The following table presents summary historical consolidated financial data of TXU Gas Company for the periods and as of the dates indicated. We derived the summary historical consolidated financial data for the fiscal years ended December 31, 2003, 2002 and 2001 from the audited consolidated financial statements of TXU Gas, which are incorporated by reference in this prospectus supplement from our current report on Form 8-K filed with the SEC on July 7, 2004. We derived the summary historical consolidated financial data for the six months ended June 30, 2004 and 2003 from the unaudited consolidated financial statements of TXU Gas, which are incorporated by reference in this prospectus supplement from our current report on Form 8-K filed with the SEC on August 31, 2004. Please note that because of seasonal and other factors, the results of operations for the six-month periods presented below are not indicative of results of operations for the entirety of each fiscal year.

Please note that the summary consolidated financial data of TXU Gas presented below and the consolidated financial statements for TXU Gas incorporated by reference in this prospectus supplement reflect the entire assets and operations of TXU Gas for the periods and as of the dates indicated. However, we acquired only the natural gas distribution and pipeline operations of TXU Gas. Following the completion of the TXU Gas acquisition, all of the equity of TXU Gas continues to be beneficially owned by TXU Corp. Please refer to “The TXU Gas Acquisition” and the “Unaudited Pro Forma Combined Financial Information” for more information.

The information in the following table is only a summary and does not provide all of the information contained in the financial statements of TXU Gas. Therefore, you should read the information presented below in conjunction with the historical consolidated financial statements and related notes of TXU Gas for the fiscal years ended December 31, 2003, 2002 and 2001, which are included in our current report on Form 8-K filed with the SEC on July 7, 2004 and incorporated by reference in this prospectus supplement, and for the quarterly periods ended June 30, 2004 and 2003, which are included in our current report on Form 8-K filed with the SEC on August 31, 2004 and incorporated by reference in this prospectus supplement. See “Incorporation by Reference.”



		Six Months Ended June 30,					Year Ended December 31,

		2004			2003		2003		2002			2001


		(unaudited)
Income Statement Data(1)
	Operating revenues	$	724,283		$	819,737	$	1,344,106	$	980,568		$	1,229,513
	Operating expenses		732,821			748,133		453,279		407,962			428,595
	Operating income (loss)		(8,538	)		71,604		100,285		70,621			41,912
	Net income (loss)		(123,378	)		32,776		41,016		(12,810	)		28,712



			As of June 30,				As of December 31,

			2004		2003		2003		2002		2001


			(unaudited)
Balance Sheet Data(1)
	Total assets(2)		$	2,198,624	$	2,217,580	$	2,327,954	$	2,297,430	$	4,551,221
	Debt
		Long-term debt(2)	$	280,077	$	275,737	$	430,285	$	580,466	$	708,090
		Short-term debt		450,000		150,000		150,000		125,000		200,000

	Total debt		$	730,077	$	425,737	$	580,285	$	705,466	$	908,090
	Shareholder’s equity		$	751,453	$	862,346	$	879,033	$	827,804	$	1,060,105

footnotes on following page

Summary Unaudited Pro Forma Combined Financial Information

(in thousands, except per share data)

The following table presents summary unaudited pro forma combined financial information for the periods and as of the dates indicated. This information is based on our historical consolidated financial statements and TXU Gas’s historical financial statements, adjusted to give effect to the July 2004 common stock offering, the consummation of the TXU Gas acquisition, the use of the net proceeds from the July 2004 common stock offering and the issuance of the acquisition commercial paper to pay the purchase price for the TXU Gas acquisition and related fees and expenses and the use of the net proceeds of this offering and the common stock offering to repay in full the acquisition commercial paper and the short-term debt incurred in connection with the Treasury lock settlement, based on the fair value of the June 2004 Treasury lock agreements, which, as of June 30, 2004, represented an obligation of approximately $7.1 million. The balance sheet data presented below reflects an increase in short-term debt to settle this obligation. As a result, the balance sheet data presented below reflects an additional $12.5 million of cash and a repayment of $18.1 million of short-term debt. However, as of October 18, 2004, the fair value of the June 2004 Treasury lock agreements represents an obligation of approximately $44.0 million, which we will pay on October 22, 2004 with additional short-term borrowings. The change since June 30, 2004 in the fair value of the obligation representing the June 2004 Treasury lock agreements will reduce the amount of cash and cash equivalents and increase the amount of short-term debt compared to the amounts shown below and in the unaudited pro forma combined balance sheet.

The unaudited pro forma combined income statement information for the nine months ended June 30, 2004 and for the twelve months ended September 30, 2003 each give effect to each of these matters as if each had occurred on October 1, 2002. The unaudited pro forma combined balance sheet information as of June 30, 2004 gives effect to each of these matters as if each had occurred on June 30, 2004. The summary unaudited pro forma combined financial information presented below is not necessarily indicative of either our future results, or the results that might have been achieved if these matters had all occurred on such dates.

The summary unaudited pro forma combined financial information below should be read in conjunction with “Unaudited Pro Forma Combined Financial Information.” See “The TXU Gas Acquisition” for a description of the TXU Gas acquisition and the financing for the TXU Gas acquisition. See “— Common Stock Offering” for a description of the common stock offering.


		Price to		Underwriting		Proceeds, Before
		Investors(1)		Discount		Expenses, to Atmos

Per 2007 note			100%		.35%		99.65%
	Total	$	300,000,000	$	1,050,000		$298,950,000
Per 2009 note			99.608%		.6%		99.008%
	Total	$	398,432,000	$	2,400,000		$396,032,000
Per 2014 note			99.993%		.65%		99.343%
	Total	$	499,965,000	$	3,250,000		$496,715,000
Per 2034 note			99.392%		.875%		98.517%
	Total	$	198,784,000	$	1,750,000		$197,034,000


	Page

Incorporation by Reference		ii
Cautionary Statement Regarding Forward-Looking Statements		iii
Prospectus Supplement Summary		S-1
Risk Factors		S-12
Use of Proceeds		S-15
Capitalization		S-16
The TXU Gas Acquisition		S-18
Unaudited Pro Forma Combined Financial Information		S-22
Our Business		S-32
Description of the Notes		S-40
Material U.S. Federal Income Tax Considerations		S-49
Underwriting		S-52
Legal Matters		S-54
Experts		S-54
Prospectus
Cautionary Statement Regarding Forward-Looking Statements		ii
Risk Factors		1
Atmos Energy Corporation		5
Securities We May Offer		7
Use of Proceeds		7
Ratio of Earnings to Fixed Charges		8
The TXU Gas Acquisition		8
Description of Debt Securities		12
Description of Common Stock		27
Plan of Distribution		31
Legal Matters		32
Experts		32
Where You Can Find More Information		33
Incorporation of Certain Documents by Reference		33


		Nine Months Ended		Year Ended
		June 30, 2004		September 30, 2003(1)


		(unaudited)
Income Statement Data
	Operating revenues	$	3,496,155	$	4,126,293
	Gross profit		908,138		1,070,811
	Operating expenses		605,583		756,746
	Operating income		302,555		314,065


	•	the utility segment, which includes our related natural gas distribution operations;

	•	the natural gas marketing segment, which includes a variety of natural gas management services; and

	•	our other nonutility segment, which primarily includes our pipeline and storage operations.


	•	integrate the operations of TXU Gas that we acquired;

	•	improve the quality and consistency of earnings growth, while operating our natural gas utility and nonutility businesses exceptionally well; and

	•	enhance and strengthen a culture built on our core values.


(1)	For the unaudited balance sheet as of June 30, 2004 and all previous periods, we have reclassified our regulatory removal obligation from accumulated depreciation to a liability. The amounts presented above for total assets reflect this reclassification for all periods presented.

(2)	Short-term debt is comprised of current maturities of long-term debt and short-term debt.

(3)	For purposes of computing ratio of earnings to fixed charges, earnings consist of the sum of our pretax income from continuing operations and fixed charges. Fixed charges consist of interest expense, amortization of debt discount, premium and expense, capitalized interest and a portion of lease payments considered to represent an interest factor.


(1)	As a result of the implementation of Financial Accounting Standards Board Interpretation No. 46R, “Consolidation of Variable Interest Entities,” in December 2003, a wholly-owned subsidiary financing trust that issued preferred securities ceased to be consolidated. We did not purchase the assets or assume the liabilities of the financing trust.

(2)	Total asset and long-term debt amounts were restated for all periods to include an investment in the wholly-owned subsidiary financing trust that ceased to be consolidated as described above and subordinated debentures issued by TXU Gas that were the sole assets of the financing trust. We did not purchase the assets or assume the liabilities of the financing trust.