<PAGE>
 
     As filed with the Securities and Exchange Commission on July 29, 1997
                                                Registration No. 333- __________
================================================================================
           
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                           ATMOS ENERGY CORPORATION
            (Exact name of Registrant as specified in its charter)
     
               TEXAS                                 75-1743247
     (State or other jurisdiction of              (I.R.S. Employer
     incorporation or organization)            Identification Number)
       1800 Three Lincoln Centre
          5430 LBJ Freeway
           Dallas, Texas
(Address of principal executive offices)                 75240
                                                      (Zip Code)

                           ATMOS ENERGY CORPORATION
                         LONG-TERM STOCK PLAN FOR THE
                      UNITED CITIES GAS COMPANY DIVISION
                             (Full Title of Plan)


                                                 Copies to:
           GLEN A. BLANSCET                   BRYAN E. BISHOP
    Vice President, General Counsel      Locke Purnell Rain Harrell
        and Corporate Secretary          (A Professional Corporation)
       Atmos Energy Corporation          2200 Ross Avenue, Suite 2200
       1800 Three Lincoln Centre            Dallas, Texas  75201
           5430 LBJ Freeway
         Dallas, Texas  75240
(Name and address of agent for service)
 
           (972) 934-9227
(Telephone number, including area code,
         of agent for service)
                        CALCULATION OF REGISTRATION FEE
<TABLE> 
<CAPTION> 
================================================================================================================
                                                Proposed maximum      Proposed maximum                                          
  Title of securities         Amount to be       offering price          aggregate               Amount of                        
  to be registered            registered (a)     per share (b)        offering price (b)      registration fee                  
----------------------------------------------------------------------------------------------------------------                
<S>                           <C>               <C>                   <C>                     <C> 
Common Stock, no par value...     250,000          $24.34375              $6,085,938               $1,845 
================================================================================================================
</TABLE> 

(a) Includes such additional shares as may be issued as a result of the
    antidilution provisions of the Plan, pursuant to Rule 416 promulgated under
    the Securities Act of 1933.

(b) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457 (h) on the basis of the average of the high and low
    prices of the Registrant's Common Stock as reported on the New York Stock
    Exchange on July 25, 1997.
<PAGE>
 
                                    PART I

               INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

     The information specified by Item 1 and Item 2 of Part I of Form S-8 is
omitted from this filing in accordance with the provisions of Rule 428 under the
Securities Act of 1933 (the "Securities Act"), and the introductory note of Part
I of Form S-8.
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
          --------------------------------------- 

     The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

     (a)  Registrant's Annual Report on Form 10-K for the fiscal year ended
          September 30, 1996;

     (b)  Registrant's Quarterly Reports on Form 10-Q for the quarters ended
          December 31, 1996 and March 31, 1997;
 
     (c)  Registrant's Current Reports on Form 8-K dated November 2, 1996,
          November 16, 1996, February 17, 1997, March 17, 1997, April 4, 1997
          and July 17, 1997; and

     (d)  The description of Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A dated September 7,
          1988 (Commission File No.1-10042) filed pursuant to Section 12 of the
          Securities Exchange Act of 1934 (the "Exchange Act"), and all
          amendments thereto and reports which have been filed for the purpose
          of updating such description, including, without limitation, the
          Registrant's Current Report on Form 8-K dated November 16, 1996.

     All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

Item 4.   Description of Securities.
          ------------------------- 

     Not applicable.

                                       2
<PAGE>
 
Item 5.   Interests of Named Experts and Counsel.
          -------------------------------------- 

     The validity of the shares of Registrant's Common Stock offered hereby has
been passed upon for Registrant by the law firm of Locke Purnell Rain Harrell (A
Professional Corporation), Dallas, Texas.  Dan Busbee, a director of Registrant,
is a shareholder of Locke Purnell Rain Harrell (A Professional Corporation).

Item 6.   Indemnification of Directors and Officers.
          ----------------------------------------- 

     Both 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 Registrant's Restated Articles of Incorporation and Article IX of
Registrant's 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.

     The Texas Business Corporation Act also allows corporations, with the
approval of its shareholders, to limit the liability of directors for monetary
damages under certain circumstances.  Article X of Registrant's Restated
Articles of Incorporation provides for such limitation of liability to the
fullest extent permitted by law.

     Registrant maintains an officers' and directors' liability insurance policy
insuring officers and directors against certain liabilities, including
liabilities under the Securities Act.  The effect of such policy is to indemnify
the officers and directors of Registrant against losses incurred by them while
acting in such capacities.
 
Item 7.   Exemption From Registration Claimed.
          ----------------------------------- 

     Not applicable.
 
Item 8.   Exhibits.
          ---------

     The exhibits listed in the accompanying Index to Exhibits are furnished as
a part of this Registration Statement.

Item 9.   Undertakings.
          ------------ 

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement:

                                       3
<PAGE>
 
               (i)    To include any prospectus required by Section 10(a)(3) of
               the Securities Act;

               (ii)   To reflect in the prospectus any facts or events arising
               after the effective date of this Registration Statement (or the
               most recent post-effective amendment hereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in this Registration Statement;

               (iii)  To include any material information with respect to the
               plan of distribution not previously disclosed in this
               Registration Statement or any material change to such information
               in this Registration Statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          with or furnished to the Commission by Registrant pursuant to Section
          13 or Section 15(d) of the Exchange Act that are incorporated by
          reference in this Registration Statement;

          (2)  That, for the purpose of determining any liability under the
               Securities Act, each such post-effective amendment shall be
               deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof; and

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

     (b)  That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
 
     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Registrant of expenses incurred or paid
by a director, officer, or controlling 

                                       4
<PAGE>
 
person of Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                       5
<PAGE>
 
                                   SIGNATURE

     Pursuant to the requirements of the Securities Act of 1933, 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 July 29, 1997.


                                    ATMOS ENERGY CORPORATION


                                    By: /s/ ROBERT W. BEST
                                       -----------------------------------------
                                        Robert W. Best
                                        Chairman, President and CEO


                               POWER OF ATTORNEY

     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.  Each person whose signature appears
below hereby constitutes and appoints Robert W. Best his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and all
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, 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
or his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.

<TABLE>
<CAPTION>
         Signature                     Title                         Date
         ---------                     -----                         ---- 
<S>                          <C>                                  <C>

/s/   ROBERT W. BEST         Chairman, President and CEO   
--------------------------   (Principal Executive Officer)        July 29, 1997
      Robert W. Best           
</TABLE>

                                       6
<PAGE>
 
<TABLE>
<S>                          <C>                                 <C>  
/s/ LARRY J. DAGLEY          Executive Vice President            July 29, 1997
--------------------------   (Principal Financial Officer)   
Larry J. Dagley


/s/ DAVID L. BICKERSTAFF     Vice President and Corporate        July 29, 1997
--------------------------   Controller
David L. Bickerstaff         (Principal Accounting Officer)


/s/ TRAVIS W. BAIN II        Director                            July 29, 1997 
--------------------------                                                      
Travis W. Bain II


/s/ DAN BUSBEE               Director                            July 29, 1997 
--------------------------
Dan Busbee


/s/ THOMAS C. MEREDITH       Director                            July 29, 1997 
--------------------------
Thomas C. Meredith


/s/ PHILLIP E. NICHOL        Director                            July 29, 1997 
--------------------------                                                      
Phillip E. Nichol


/s/ CARL S. QUINN            Director                            July 29, 1997
--------------------------
Carl S. Quinn


/s/ LEE E. SCHLESSMAN        Director                            July 25, 1997
--------------------------
Lee E. Schlessman


/s/ CHARLES K. VAUGHAN       Director                            July 29, 1997
--------------------------
Charles K. Vaughan


/s/ RICHARD WARE II          Director                            July 23, 1997
--------------------------
Richard Ware II
</TABLE>

                                       7
<PAGE>
 
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>

      EXHIBIT                         DESCRIPTION                          PAGE
      -------                         -----------                          ----
      NUMBER                                                              NUMBER
      ------                                                              ------
<S>                     <C>                                               <C> 
4.1                     Specimen Common Stock Certificate (Atmos           
                        Energy Corporation) (incorporated by               
                        reference from Exhibit 4(b) of                     
                        Registrant's Annual Report on Form 10-K            
                        (File No. 1-10042) for the fiscal year             
                        ended September 30, 1988).                         

4.2(a)                  Rights Agreement, dated as of April 27,            
                        1988, between Registrant and The First             
                        National Bank of Boston (successor trustee         
                        to Morgan Shareholder Services Trust               
                        Company) (incorporated by reference from           
                        Exhibit 1 of Registrant's Form 8-K (File           
                        No. 0-11249) filed May 10, 1988).                  

4.2.(b)                 Amendment No. 1 to Rights Agreement, dated         
                        August 10, 1994 (incorporated by reference         
                        from Exhibit 4.3(b) of Registrant's Annual         
                        Report on Form 10-K for the fiscal year            
                        ended September 30, 1994 (File No.                 
                        1-10042)).                                         

4.2(c)                  Certificate of Adjusted Price, dated               
                        August 15, 1994 (incorporated by reference         
                        from Exhibit 4.3(c) of Registrant's Annual         
                        Report on Form 10-K (File No. 10042) for           
                        the fiscal year ended September 30, 1994).         

 5.1                    Opinion of Locke Purnell Rain Harrell.             

23.1                    Consent of Locke Purnell Rain Harrell              
                        (included in Exhibit 5.1).                         

23.2                    Consent of Ernst & Young LLP.                      

24.1                    Power of Attorney (included on the                 
                        signature page of this Registration                
                        Statement).                                        

99.1                    Atmos Energy Corporation Long-Term Stock           
                        Plan for the United Cities Gas Company             
                        Division.                                          

99.2                    Form of Cumulative Award Agreement.                
</TABLE>

                                       8
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 19033}]
{"company-data": {"conformed-name": "ATMOS ENERGY CORP", "cik": "0000731802", "assigned-sic": "4924", "irs-number": "751743247", "state-of-incorporation": "TX", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32343", "film-number": "97647453"}, "business-address": {"street1": "1800 THREE LINCOLN CTR", "street2": "5430 LBJ FREEWAY", "city": "DALLAS", "state": "TX", "zip": "75240", "phone": "2149349227"}, "mail-address": {"street1": "1800 THREE LINCOLN CTR", "street2": "5430 LBJ FREEWAY", "city": "DALLAS", "state": "TX", "zip": "75240"}, "former-company": {"former-conformed-name": "ENERGAS CO", "date-changed": "19881024"}}
As filed with the Securities and Exchange Commission on July 29, 1997
                                                Registration No. 333- __________
================================================================================
           
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                           ATMOS ENERGY CORPORATION
            (Exact name of Registrant as specified in its charter)
     
               TEXAS                                 75-1743247
     (State or other jurisdiction of              (I.R.S. Employer
     incorporation or organization)            Identification Number)
       1800 Three Lincoln Centre
          5430 LBJ Freeway
           Dallas, Texas
(Address of principal executive offices)                 75240
                                                      (Zip Code)

                           ATMOS ENERGY CORPORATION
                         LONG-TERM STOCK PLAN FOR THE
                      UNITED CITIES GAS COMPANY DIVISION
                             (Full Title of Plan)

                                                 Copies to:
           GLEN A. BLANSCET                   BRYAN E. BISHOP
    Vice President, General Counsel      Locke Purnell Rain Harrell
        and Corporate Secretary          (A Professional Corporation)
       Atmos Energy Corporation          2200 Ross Avenue, Suite 2200
       1800 Three Lincoln Centre            Dallas, Texas  75201
           5430 LBJ Freeway
         Dallas, Texas  75240
(Name and address of agent for service)
 
           (972) 934-9227
(Telephone number, including area code,
         of agent for service)
                        CALCULATION OF REGISTRATION FEE
================================================================================================================
                                                Proposed maximum      Proposed maximum                                          
  Title of securities         Amount to be       offering price          aggregate               Amount of                        
  to be registered            registered (a)     per share (b)        offering price (b)      registration fee                  
----------------------------------------------------------------------------------------------------------------
Common Stock, no par value...     250,000          $24.34375              $6,085,938               $1,845 
================================================================================================================
(a) Includes such additional shares as may be issued as a result of the
    antidilution provisions of the Plan, pursuant to Rule 416 promulgated under
    the Securities Act of 1933.

(b) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457 (h) on the basis of the average of the high and low
    prices of the Registrant's Common Stock as reported on the New York Stock
    Exchange on July 25, 1997.
PART I

               INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

     The information specified by Item 1 and Item 2 of Part I of Form S-8 is
omitted from this filing in accordance with the provisions of Rule 428 under the
Securities Act of 1933 (the "Securities Act"), and the introductory note of Part
I of Form S-8.
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
          --------------------------------------- 

     The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

     (a)  Registrant's Annual Report on Form 10-K for the fiscal year ended
          September 30, 1996;

     (b)  Registrant's Quarterly Reports on Form 10-Q for the quarters ended
          December 31, 1996 and March 31, 1997;
 
     (c)  Registrant's Current Reports on Form 8-K dated November 2, 1996,
          November 16, 1996, February 17, 1997, March 17, 1997, April 4, 1997
          and July 17, 1997; and

     (d)  The description of Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A dated September 7,
          1988 (Commission File No.1-10042) filed pursuant to Section 12 of the
          Securities Exchange Act of 1934 (the "Exchange Act"), and all
          amendments thereto and reports which have been filed for the purpose
          of updating such description, including, without limitation, the
          Registrant's Current Report on Form 8-K dated November 16, 1996.

     All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

Item 4.   Description of Securities.
          ------------------------- 

     Not applicable.

                                       2
Item 5.   Interests of Named Experts and Counsel.
          -------------------------------------- 

     The validity of the shares of Registrant's Common Stock offered hereby has
been passed upon for Registrant by the law firm of Locke Purnell Rain Harrell (A
Professional Corporation), Dallas, Texas.  Dan Busbee, a director of Registrant,
is a shareholder of Locke Purnell Rain Harrell (A Professional Corporation).

Item 6.   Indemnification of Directors and Officers.
          ----------------------------------------- 

     Both 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 Registrant's Restated Articles of Incorporation and Article IX of
Registrant's 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.

     The Texas Business Corporation Act also allows corporations, with the
approval of its shareholders, to limit the liability of directors for monetary
damages under certain circumstances.  Article X of Registrant's Restated
Articles of Incorporation provides for such limitation of liability to the
fullest extent permitted by law.

     Registrant maintains an officers' and directors' liability insurance policy
insuring officers and directors against certain liabilities, including
liabilities under the Securities Act.  The effect of such policy is to indemnify
the officers and directors of Registrant against losses incurred by them while
acting in such capacities.
 
Item 7.   Exemption From Registration Claimed.
          ----------------------------------- 

     Not applicable.
 
Item 8.   Exhibits.
          ---------

     The exhibits listed in the accompanying Index to Exhibits are furnished as
a part of this Registration Statement.

Item 9.   Undertakings.
          ------------ 

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement:

                                       3
(i)    To include any prospectus required by Section 10(a)(3) of
               the Securities Act;

               (ii)   To reflect in the prospectus any facts or events arising
               after the effective date of this Registration Statement (or the
               most recent post-effective amendment hereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in this Registration Statement;

               (iii)  To include any material information with respect to the
               plan of distribution not previously disclosed in this
               Registration Statement or any material change to such information
               in this Registration Statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          with or furnished to the Commission by Registrant pursuant to Section
          13 or Section 15(d) of the Exchange Act that are incorporated by
          reference in this Registration Statement;

          (2)  That, for the purpose of determining any liability under the
               Securities Act, each such post-effective amendment shall be
               deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof; and

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

     (b)  That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
 
     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Registrant of expenses incurred or paid
by a director, officer, or controlling 

                                       4
person of Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                       5
SIGNATURE

     Pursuant to the requirements of the Securities Act of 1933, 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 July 29, 1997.

                                    ATMOS ENERGY CORPORATION

                                    By: /s/ ROBERT W. BEST
                                       -----------------------------------------
                                        Robert W. Best
                                        Chairman, President and CEO

                               POWER OF ATTORNEY

     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.  Each person whose signature appears
below hereby constitutes and appoints Robert W. Best his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and all
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, 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
or his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
Signature                     Title                         Date
         ---------                     -----                         ----
/s/   ROBERT W. BEST         Chairman, President and CEO   
--------------------------   (Principal Executive Officer)        July 29, 1997
      Robert W. Best
6
/s/ LARRY J. DAGLEY          Executive Vice President            July 29, 1997
--------------------------   (Principal Financial Officer)   
Larry J. Dagley

/s/ DAVID L. BICKERSTAFF     Vice President and Corporate        July 29, 1997
--------------------------   Controller
David L. Bickerstaff         (Principal Accounting Officer)

/s/ TRAVIS W. BAIN II        Director                            July 29, 1997 
--------------------------                                                      
Travis W. Bain II

/s/ DAN BUSBEE               Director                            July 29, 1997 
--------------------------
Dan Busbee

/s/ THOMAS C. MEREDITH       Director                            July 29, 1997 
--------------------------
Thomas C. Meredith

/s/ PHILLIP E. NICHOL        Director                            July 29, 1997 
--------------------------                                                      
Phillip E. Nichol

/s/ CARL S. QUINN            Director                            July 29, 1997
--------------------------
Carl S. Quinn

/s/ LEE E. SCHLESSMAN        Director                            July 25, 1997
--------------------------
Lee E. Schlessman

/s/ CHARLES K. VAUGHAN       Director                            July 29, 1997
--------------------------
Charles K. Vaughan

/s/ RICHARD WARE II          Director                            July 23, 1997
--------------------------
Richard Ware II
7
EXHIBIT INDEX
EXHIBIT                         DESCRIPTION                          PAGE
      -------                         -----------                          ----
      NUMBER                                                              NUMBER
      ------                                                              ------
4.1                     Specimen Common Stock Certificate (Atmos           
                        Energy Corporation) (incorporated by               
                        reference from Exhibit 4(b) of                     
                        Registrant's Annual Report on Form 10-K            
                        (File No. 1-10042) for the fiscal year             
                        ended September 30, 1988).                         

4.2(a)                  Rights Agreement, dated as of April 27,            
                        1988, between Registrant and The First             
                        National Bank of Boston (successor trustee         
                        to Morgan Shareholder Services Trust               
                        Company) (incorporated by reference from           
                        Exhibit 1 of Registrant's Form 8-K (File           
                        No. 0-11249) filed May 10, 1988).                  

4.2.(b)                 Amendment No. 1 to Rights Agreement, dated         
                        August 10, 1994 (incorporated by reference         
                        from Exhibit 4.3(b) of Registrant's Annual         
                        Report on Form 10-K for the fiscal year            
                        ended September 30, 1994 (File No.                 
                        1-10042)).                                         

4.2(c)                  Certificate of Adjusted Price, dated               
                        August 15, 1994 (incorporated by reference         
                        from Exhibit 4.3(c) of Registrant's Annual         
                        Report on Form 10-K (File No. 10042) for           
                        the fiscal year ended September 30, 1994).         

 5.1                    Opinion of Locke Purnell Rain Harrell.             

23.1                    Consent of Locke Purnell Rain Harrell              
                        (included in Exhibit 5.1).                         

23.2                    Consent of Ernst & Young LLP.                      

24.1                    Power of Attorney (included on the                 
                        signature page of this Registration                
                        Statement).                                        

99.1                    Atmos Energy Corporation Long-Term Stock           
                        Plan for the United Cities Gas Company             
                        Division.                                          

99.2                    Form of Cumulative Award Agreement.
8