PART II

INFORMATION REQUIRED IN THE

REGISTRATION STATEMENT

The Texas Business Corporation Act and the Virginia Stock Corporation Act permit, and in some cases require, corporations to indemnify directors and officers who are or have been a party or are threatened to be made a party to litigation against judgments, penalties, including excise and similar taxes, fines, settlements and reasonable expenses under certain circumstances. Article IX of our articles of incorporation and Article IX of our bylaws provide for indemnification of judgments, penalties, including excise and similar taxes, fines, settlements and reasonable expenses and the advance payment or reimbursement of such reasonable expenses to directors and officers to the fullest extent permitted by law.

As authorized by Article 2.02-1 of the Texas Business Corporation Act, and Section 13.1-697 of the Virginia Stock Corporation Act, each of our directors and officers may be indemnified by us against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred in connection with the defense or settlement of any threatened, pending or completed legal proceedings in which he is involved by reason of the fact that he is or was a director or officer of ours if he acted in good faith and in a manner that he reasonably believed to be in or not opposed to our best interests, and, with respect to any criminal action or proceeding, if he had no reasonable cause to believe that his conduct was unlawful. In each case, such indemnity shall be to the fullest extent authorized by the Texas Business Corporation Act and the Virginia Stock Corporation Act. If the director or officer is found liable for willful or intentional misconduct in the performance of his duty to us, then indemnification will not be made.

Article X of our articles of incorporation provides that no director shall be personally liable to us or our shareholders for monetary damages for any breach of fiduciary duty as a director except for liability

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for any breach of duty of loyalty to us or our shareholders,

In addition, Article IX of our articles of incorporation and Article IX of our bylaws require us to indemnify to the fullest extent authorized by law any person made or threatened to be made party to any action, suit or proceeding, whether criminal, civil, administrative, arbitrative or investigative, by reason of the fact that such person is or was a director or officer of ours or serves or served at our request as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of any other enterprise.

We maintain an officers’ and directors’ liability insurance policy insuring officers and directors against certain liabilities, including liabilities under the Securities Act of 1933. The effect of such policy is to indemnify such officers and directors against losses incurred by them while acting in such capacities.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

See Exhibit Index, which is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on June 10, 2004.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert W. Best as his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/    T RAVIS W. B AIN II         Travis W. Bain II		Director		June 10, 2004
/s/    D AN B USBEE         Dan Busbee		Director		June 10, 2004
/s/    R ICHARD W. C ARDIN         Richard W. Cardin		Director		June 10, 2004
/s/    T HOMAS J. G ARLAND         Thomas J. Garland		Director		June 10, 2004
/s/    R ICHARD G ORDON         Richard Gordon		Director		June 10, 2004
/s/    G ENE C. K OONCE         Gene C. Koonce		Director		June 10, 2004
/s/    T HOMAS C. M EREDITH         Thomas C. Meredith		Director		June 10, 2004
/s/    P HILLIP E. N ICHOL         Phillip E. Nichol		Director		June 10, 2004
/s/    C HARLES K. V AUGHAN         Charles K. Vaughan		Director		June 10, 2004
/s/    R ICHARD W ARE II         Richard Ware II		Director		June 10, 2004

Pursuant to the requirements of the Securities Act of 1933, the Retirement Savings Plan Trust Committee has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on June 10, 2004.

EXHIBIT INDEX

Exhibit Number		Description		Page Number or Incorporation by Reference to
4.9		Standstill Agreement, dated as of December 3, 2002, by and among Atmos Energy Corporation and the Shareholders of Mississippi Valley Gas Company		Exhibit 99.3 of Form 8-K/A, dated December 3, 2002 (File No. 1-10042)
4.10		Form of Indenture between Atmos Energy Corporation and U.S. Bank Trust National Association, Trustee		Exhibit 4.1 to Registration Statement on Form S-3 filed April 20, 1998 (File No. 333-50477)
4.11		Indenture between Atmos Energy Corporation, as Issuer, and Suntrust Bank, Trustee dated as of May 22, 2001		Exhibit 99.3 of Form 8-K dated May 15, 2001 (File No. 1-10042)
4.12(a)		Indenture of Mortgage, dated as of July 15, 1959, from United Cities Gas Company to First Trust of Illinois, National Association, and M.J. Kruger, as Trustees, as amended and supplemented through December 1, 1992 (the Indenture of Mortgage through the 20th Supplemental Indenture)		Exhibit to Registration Statement of United Cities Gas Company on Form S-3 (File No. 33-56983)
4.12(b)		Twenty-First Supplemental Indenture dated as of February 5, 1997 by and among United Cities Gas Company and Bank of America Illinois and First Trust National Association and Russell C. Bergman supplementing Indenture of Mortgage dated as of July 15, 1959		Exhibit 10.7(a) of Form 10-K for fiscal year ended September 30, 1997 (File No. 1-10042)
4.12(c)		Twenty-Second Supplemental Indenture dated as of July 29, 1997 by and among the Company and First Trust National Association and Russell C. Bergman supplementing Indenture of Mortgage dated as of July 15, 1959		Exhibit 10.7(b) of Form 10-K for fiscal year ended September 30, 1997 (File No. 1-10042)
4.13(a)		Form of Indenture between United Cities Gas Company and First Trust of Illinois, National Association, as Trustee dated as of November 15, 1995		Exhibit to Registration Statement of United Cities Gas Company on Form S-3 (File No. 33-56983)
4.13(b)		First Supplemental Indenture between the Company and First Trust of Illinois, National Association, as Trustee dated as of July 29, 1997		Exhibit 10.8(a) of Form 10-K for fiscal year ended September 30, 1997 (File No. 1-10042)

Exhibit Number		Description		Page Number or Incorporation by Reference to
4.14(a)		Seventh Supplemental Indenture, dated as of October 1, 1983 between Greeley Gas Company (“The Greeley Gas Division”) and the Central Bank of Denver, N.A. (“Central Bank”)		Exhibit 10.1 of Form 10-Q for quarter ended June 30, 1994 (File No. 1-10042)
4.14(b)		Ninth Supplemental Indenture, dated as of April 1, 1991, between The Greeley Gas Division and Central Bank		Exhibit 10.2 of Form 10-Q for quarter ended June 30, 1994 (File No. 1-10042)
4.14(c)		Tenth Supplemental Indenture, dated as of December 1, 1993, between the Company and Colorado National Bank, formerly Central Bank		Exhibit 10.4 of Form 10-Q for quarter ended June 30, 1994 (File No. 1-10042)
5.1*		Opinion of Louis P. Gregory
15*		Letter Regarding Unaudited Interim Financial Information
23.1*		Consent of Independent Auditors
23.2		Consent of Louis P. Gregory		See Exhibit 5.1 of this Registration Statement
24		Power of Attorney		See signature pages of this Registration Statement

* Filed herewith