ATMOS ENERGY CORP (Form: 424B2)

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-139093

CALCULATION OF REGISTRATION FEE


Title of each Class of	Proposed Maximum		Amount of
Securities to be Registered	Aggregate Offering Price		Registration Fee (1)(2)
6.35% Senior Notes Due 2017		$250,000,000		$7,675


(1)		Calculated in accordance with Rule 457(r) under the Securities Act.

(2)		The fee has been satisfied by applying, pursuant to Rule 457(p) under the Securities Act, $7,675 of the previously paid filing fee of $278,740 with respect to the initial offering price of securities that were previously registered pursuant to the registrant’s prior registration statement on Form S-3 (SEC File No. 333-118706), initially filed on August 31, 2004, and that have not been sold thereunder, of which $29,554 of the registration fee paid with respect to the prior registration statement remained unused prior to the offset of this $7,675 fee. This “Calculation of Registration Fee” table shall be deemed to update the “Calculation of Registration Fee” table in the registrant’s registration statement on Form S-3ASR (SEC File No. 333-139093).

PROSPECTUS SUPPLEMENT

(To prospectus dated December 4, 2006)

$250,000,000

Atmos Energy Corporation

6.35% Senior Notes due 2017

The notes will bear interest at the rate of 6.35% per year and will mature on June 15, 2017. We will pay interest on the notes on June 15 and December 15 of each year they are outstanding, beginning December 15, 2007. We may redeem the notes at any time prior to maturity, in whole or in part, 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.

Investing in the notes involves risks. See the “Risk Factors” section beginning on page 1 of the accompanying prospectus.


	Per Note		Total

Public offering price(1)		99.729%	$249,322,500
Underwriting discount		.65%	$1,625,000
Proceeds, before expenses, to Atmos		99.079%	$247,697,500


(1)		Plus accrued interest from June 14, 2007, 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.

The notes will be delivered in book-entry form through The Depository Trust Company on or about June 14, 2007.

Joint Book-Running Managers

Merrill Lynch & Co.

SunTrust Robinson Humphrey

Wachovia Securities


Banc of America Securities LLC	Citi	Goldman, Sachs & Co.
JPMorgan	Lehman Brothers	RBS Greenwich Capital


BNY Capital Markets, Inc.	Comerica Securities	Lazard Capital Markets
Piper Jaffray	SOCIETE GENERALE	UBS Investment Bank

The date of this prospectus supplement is June 11, 2007.

TABLE OF CONTENTS

Prospectus Supplement


	Page

Important Notice About Information in this Prospectus Supplement and the Accompanying Prospectus		ii
Incorporation by Reference		iii
Cautionary Statement Regarding Forward-Looking Statements		iv
Prospectus Supplement Summary		S-1
Use of Proceeds		S-6
Capitalization		S-7
Business		S-8
Description of the Notes		S-13
Material U.S. Federal Income Tax Considerations		S-27
Underwriting		S-30
Legal Matters		S-32
Experts		S-32

Prospectus
Cautionary Statement Regarding Forward-Looking Statements		ii
Risk Factors		1
Atmos Energy Corporation		5
Securities We May Offer		6
Use of Proceeds		6
Ratio of Earnings to Fixed Charges		7
Description of Debt Securities		7
Description of Common Stock		17
Plan of Distribution		20
Legal Matters		21
Experts		21
Where You Can Find More Information		22
Incorporation of Certain Documents by Reference		22

You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.

IMPORTANT NOTICE ABOUT INFORMATION IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of the notes and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, dated December 4, 2006, which gives more general information, some of which does not apply to this offering. To the extent there is a conflict between the information contained in this prospectus supplement, the information contained in the accompanying prospectus or the information contained in any document incorporated by reference herein or therein, the information contained in the most recently dated document shall control.

You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not, and the underwriters have not, authorized any other person to provide you with information that is different. If anyone provides you with different or inconsistent information, you should not rely on it. See “Incorporation by Reference” in this prospectus supplement and “Where You Can Find More Information” in the accompanying prospectus.

We are offering to sell, and seeking offers to buy, the notes only in jurisdictions where offers and sales are permitted.

The information contained in or incorporated by reference in this document is accurate only as of the date of this prospectus supplement, regardless of the time of delivery of this prospectus supplement or of any sale of notes.

INCORPORATION BY REFERENCE

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, 2006;

	•	Our proxy statement dated December 26, 2006;

	•	Our quarterly reports on Form 10-Q for the quarterly periods ended December 31, 2006 and March 31, 2007; and

	•	Our current reports on Form 8-K filed with the SEC on October 20, 2006, November 13, 2006, December 4, 2006, December 12, 2006, December 19, 2006, February 9, 2007, April 3, 2007 and May 2, 2007 (only with respect to Items 5.03 and 8.01).

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:

Atmos Energy Corporation

1800 Three Lincoln Centre

5430 LBJ Freeway

Dallas, Texas 75240

Attention: Susan Kappes Giles

(972) 934-9227

iii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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:


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

	•	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;

	•	the concentration of our distribution, pipeline and storage operations in one state;

	•	the impact of environmental regulations on our business;

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

	•	our ability to continue to access the capital markets;

	•	effects of inflation;

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

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

	•	increased costs of providing pension and post-retirement health care benefits;

	•	the capital-intensive nature of our distribution business;

	•	the inherent hazards and risks involved in operating a gas distribution business;

	•	effects of natural disasters or terrorist activities; 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” sections beginning on page 1 of the accompanying prospectus and Sections “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the year ended September 30, 2006 and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our quarterly reports on Form 10-Q for the three-month period ended December 31, 2006 and for the three and six-month periods ended March 31, 2007. See “Incorporation by Reference.”

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. The abbreviations “Mcf” and “MMBtu” mean thousand cubic feet and million British thermal units, respectively.

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 are one of the country’s largest natural gas-only distributors based on number of customers and one of the largest intrastate pipeline operators in Texas based upon miles of pipe. As of March 31, 2007, we distributed natural gas through sales and transportation arrangements to approximately 3.2 million residential, commercial, public authority and industrial customers through our six regulated utility divisions, which covered service areas 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 gas distribution system.

Through our nonutility businesses, we primarily provide natural gas management and marketing services to municipalities, other local gas distribution companies and industrial customers in 22 states and natural gas transportation and storage services to some of our utility divisions and to third parties.

Our operations are divided into four segments:


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

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

	•	the pipeline and storage segment, which includes our regulated and nonregulated natural gas transmission and storage services; and

	•	the other nonutility segment, which includes all of our other nonregulated nonutility operations.

Our overall strategy is to:


	•	deliver superior shareholder value;

	•	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.

We have experienced over 20 consecutive years of increasing dividends and 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 and leveraging our technology to achieve more efficient operations. In addition, we have focused on regulatory rate proceedings to increase revenue as our costs increase and to mitigate weather-related risks through weather-normalized rates. We have also strengthened our nonutility businesses by increasing gross profit margins, actively pursuing opportunities to increase the amount of storage available to us and expanding commercial opportunities in our pipeline and storage segment.

Over the last five years, our operations have grown through two significant acquisitions, our acquisition in December 2002 of Mississippi Valley Gas Company (MVG) and our acquisition in October 2004 of the natural gas distribution and pipeline operations of TXU Gas Company (TXU Gas). The TXU Gas acquisition essentially doubled our number of utility customers, by adding approximately 1.5 million gas customers to our utility operations in Texas, including the Dallas-Fort Worth metropolitan area and the northern suburbs of Austin. The acquisition also added approximately 6,100 miles of gas transmission and gathering lines and five underground storage reservoirs, all within Texas.

S-1

During the last two most recently completed fiscal years, we achieved the following:

Integration of TXU Gas. We completed the integration of the TXU Gas operations during fiscal 2005, incorporating the administrative functions of TXU Gas into our headquarters in Dallas and managing all meter reading, customer billing and call center functions internally.

Regulatory Activities. We pursued rate design changes and, as a result, we have mitigated the adverse impact of weather for over 90 percent of our residential and commercial customer meters, beginning with the 2006-2007 winter heating season. During fiscal 2005, we obtained improved rate design in Mississippi, including improved weather normalization. During fiscal 2006, our Mid-Tex Division received a weather normalization adjustment as a part of a rate case and our Louisiana Division obtained a new rate design that should essentially decouple our margins from all customer usage patterns. We were also permitted to implement new rates in our Louisiana Division in fiscal 2006 to cover customer losses in Hurricane Katrina-affected parishes and provide for increases in rate base and operating expenses.

Completed Growth Projects. We completed four new pipeline projects during fiscal 2006, the largest of which was a joint venture project to install a 45-mile 30-inch pipeline to serve the northern suburbs of the Dallas-Fort Worth metropolitan area. We believe that this pipeline will help us deliver gas to a growing consumer market while providing increased gas transmission capacity to serve the Texas intrastate wholesale gas market.

Recent Developments

Results for Six Months ended March 31, 2007. For the six months ended March 31, 2007, we earned $187.8 million, or $2.18 per diluted share, compared with net income of $159.8 million, or $1.98 per diluted share, during the six months ended March 31, 2006. The period-over-period increase in net income was primarily attributable to strong financial results in our natural gas marketing and pipeline and storage segments coupled with improved results in our utility segment. Our utility segment operations contributed $108.2 million ($1.26 per diluted share) or 58 percent to our results for the six months ended March 31, 2007. Our nonutility operations, comprised of our natural gas marketing, pipeline and storage and other nonutility segments, contributed $79.6 million ($0.92 per diluted share), or 42 percent to our results for the six months ended March 31, 2007. See “Summary Financial and Operating Data” on page S-3 and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our quarterly report on Form 10-Q for the quarterly period ended March 31, 2007, for more information on our results for the six months ended March 31, 2007 and comparisons to prior period results.

Mid-Tex Division Rate Case Decision. In March 2007, the Railroad Commission of Texas issued an order in our Mid-Tex Division rate case, which prospectively increased annual revenues by approximately $4.8 million, beginning in April 2007, and established a permanent weather normalization adjustment based upon a 10-year average, effective for the months of November through April. However, the order also reduced our Mid-Tex Division’s total return to 7.903 percent from 8.258 percent and required an immediate $2.3 million refund under the Texas Gas Reliability Infrastructure Program, known as GRIP, which allows natural gas utilities the opportunity to include in their rate bases annually approved capital costs incurred in the prior calendar year. Motions for a rehearing with respect to the order are pending.

Dividend Announcement. On May 2, 2007, our Board of Directors declared a quarterly dividend on our common stock of $0.32 per share. The dividend will be paid on June 11, 2007, to shareholders of record on May 25, 2007.

Our address is 1800 Three Lincoln Centre, 5430 LBJ Freeway, Dallas, Texas 75240, and our telephone number is (972) 934-9227. Our internet Web site address is www.atmosenergy.com. Information on or connected to our internet Web site is not part of this prospectus supplement or the accompanying prospectus.

S-2

Summary Financial and Operating Data
(in thousands, except per share data)

The following table presents summary consolidated and segment financial and operating data of Atmos Energy Corporation for the periods and as of the dates indicated. We derived the summary financial data for the fiscal years ended September 30, 2006, 2005, 2004, 2003 and 2002 from our audited consolidated financial statements and the summary financial data for the six months ended March 31, 2007 and 2006 from our unaudited condensed consolidated financial statements. Please note that the results of operations for the six months ended March 31, 2007 presented below are not necessarily indicative of results for the entire fiscal year. The information 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 “Item 7. 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, 2006, and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our condensed consolidated financial statements and related notes included in our quarterly reports on Form 10-Q for the three-month period ended December 31, 2006 and for the three and six-month periods ended March 31, 2007, each of which is incorporated by reference in this prospectus supplement and the accompanying prospectus. Over the periods presented below, we have primarily grown through two significant acquisitions, MVG in December 2002 and TXU Gas in October 2004. As a result, our consolidated financial and operating data presented below include results and data from operations of MVG and TXU Gas from the dates of the acquisitions; therefore, comparisons between periods may not be meaningful.


	Six Months Ended March 31,				Year Ended September 30,
	2007		2006		2006(1)		2005(2)		2004(3)		2003(4)			2002

Consolidated Financial Data
Operating revenues	$	3,678,215	$	4,317,666	$	6,152,363	$	4,961,873	$	2,920,037	$	2,799,916		$	1,650,964
Gross profit		804,278		751,993		1,216,570		1,117,637		562,191		534,976			431,140
Operating expenses		424,106		421,463		833,954		768,982		368,496		347,136			275,809
Operating income		380,172		330,530		382,616		348,655		193,695		187,840			155,331
Cumulative effect of accounting change, net of income tax benefit		—		—		—		—		—		(7,773	)		—
Net income		187,766		159,823		147,737		135,785		86,227		71,688			59,656
Diluted net income per share before cumulative effect of accounting change, net of tax	$	2.18	$	1.98	$	1.82	$	1.72	$	1.58	$	1.71		$	1.45
Diluted net income per share	$	2.18	$	1.98	$	1.82	$	1.72	$	1.58	$	1.54		$	1.45
Cash dividends paid per share	$	0.64	$	0.63	$	1.26	$	1.24	$	1.22	$	1.20		$	1.18
Cash flow from operating activities	$	511,927	$	148,391	$	311,449	$	386,944	$	270,734	$	49,451		$	297,395
Capital expenditures	$	172,792	$	213,230	$	425,324	$	333,183	$	190,285	$	159,439		$	132,252

See footnotes on following page.

S-3


	As of March 31,				As of September 30,
	2007		2006		2006		2005		2004		2003		2002

Consolidated Balance Sheet Data
Total assets(5)	$	6,109,098	$	5,997,051	$	5,719,547	$	5,653,527	$	2,912,627	$	2,625,495	$	2,059,631
Debt
Long-term debt(6)	$	1,878,331	$	2,181,120	$	2,180,362	$	2,183,104	$	861,311	$	862,500	$	668,959
Short-term debt(6)		303,232		265,623		385,602		148,073		5,908		127,940		167,771

Total debt	$	2,181,563	$	2,446,743	$	2,565,964	$	2,331,177	$	867,219	$	990,440	$	836,730
Shareholders’ equity	$	2,021,953	$	1,706,291	$	1,648,098	$	1,602,422	$	1,133,459	$	857,517	$	573,235


	Six Months Ended March 31,					Year Ended September 30,
	2007			2006		2006		2005		2004		2003		2002(7)

Segment Operating Income
Utility	$	237,460		$	224,013	$	201,894	$	236,365	$	159,890	$	161,134	$	125,506
Natural gas marketing		72,586			58,587		102,235		40,985		27,726		13,569		20,610
Pipeline and storage		69,997			47,638		77,858		70,286		5,293		11,814		—
Other nonutility		(43	)		208		392		818		752		1,323		9,215
Eliminations		172			84		237		201		34		—		—

Consolidated	$	380,172		$	330,530	$	382,616	$	348,655	$	193,695	$	187,840	$	155,331