<PAGE>


As filed with the Securities and Exchange Commission on June 25, 2001

                                                    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 and Virginia                              75-1743247
    (State or Other Jurisdiction of                    (I.R.S. Employer
    Incorporation or Organization)                   Identification No.)

                                _______________

                           1800 Three Lincoln Centre
                                5430 LBJ Freeway
                              Dallas, Texas 75240
                                 (972) 934-9227
             (Address of Principal Executive Offices and Zip Code)
                                _______________

                            Atmos Energy Corporation
                    Employee Stock Ownership Plan and Trust
                            (Full Title of the Plan)
                                _______________

                               Louis P. Gregory
                           1800 Three Lincoln Centre
                               5430 LBJ Freeway
                              Dallas, Texas 75240
                                (972) 934-9227
(Name, Address, and Telephone Number, Including Area Code, of Agent For Service)
                                _______________

================================================================================


<PAGE>

                      CALCULATION OF REGISTRATION FEE(1)

<TABLE>
<CAPTION>
================================================================================
          Title Of                   Amount                 Proposed Maximum          Proposed Maximum              Amount
         Securities                  to be                 Offering Price Per             Aggregate           of Registration
      To Be Registered           Registered (2)                Share (3)              Offering Price (3)              Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                       <C>                        <C>                     <C>
Common stock, no par value        1,000,000                $22.96 per share           $22,960,000             $5,740
====================================================================================================================================
</TABLE>

(1)  This registration statement relates to the registration of additional
     securities under the Atmos Energy Corporation Employee Stock Ownership Plan
     and Trust. Under the original registration statement (File no. 33-57687)
     relating to the Employee Stock Ownership Plan and Trust, the registrant
     registered 1,000,000 shares of common stock. The filing fee associated with
     filing the original registration statement was $5,883.62.

(2)  This registration statement covers, in addition to the number of shares of
     common stock, no par value, stated above, such additional shares as may be
     issued as a result of the antidilution provisions of the Employee Stock
     Ownership Plan and Trust.

(3)  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 by the New York Stock
     Exchange on June 20, 2001.

(4)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.


<PAGE>

                                    PART II

                          INFORMATION REQUIRED IN THE
                            REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The registration statement (File no. 33-57687) on Form S-8 relating to the
Atmos Energy Corporation Employee Stock Ownership Plan and Trust (formerly known
as the Employee Stock Ownership Plan and Trust for Employees of Atmos Energy
Corporation), filed by Atmos with the Securities and Exchange Commission on
February 14, 1995, is incorporated by reference in and made a part of this
registration statement.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Louis P. Gregory will opine for us as to the validity of the offered
securities. Mr. Gregory is a Senior Vice President and the General Counsel of
Atmos.

ITEM 8.   EXHIBITS.


Exhibit
Number      Description
-------     -----------
5.1         Opinion of Louis P. Gregory

23.1        Consent of Independent Auditors

23.2        Consent of Louis P. Gregory (included in Exhibit 5.1)

24          Power of Attorney (included on Signature Page)

_____________

<PAGE>

                                  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 this 25th day of June,
2001.

                              ATMOS ENERGY CORPORATION

                              By: /s/ ROBERT W. BEST
                                  ------------------------------------------
                                      Robert W. Best, Chairman,
                                      President and Chief Executive Officer


                               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.


<TABLE>
<CAPTION>
Signature                       Title                              Date
---------                       -----                              ----
<S>                             <C>                                <C>
/s/ ROBERT W. BEST              Chairman, President and Chief      June 25, 2001
--------------------------      Executive Officer
Robert W. Best                  (Principal Executive Officer)



/s/ JOHN P. REDDY               Senior Vice President and          June 25, 2001
--------------------------      Chief Financial Officer
John P. Reddy                   (Principal Financial Officer)


/s/ F. E. MEISENHEIMER          Vice President and Controller      June 25, 2001
--------------------------      (Principal Accounting Officer)
F. E. Meisenheimer

/s/ TRAVIS W. BAIN II           Director                           June 25, 2001
--------------------------
Travis W. Bain II
</TABLE>

<PAGE>

<TABLE>
<S>                             <C>                                <C>
                                Director                           June __, 2001
--------------------------
Dan Busbee

/s/ RICHARD W. CARDIN           Director                           June 25, 2001
--------------------------
Richard W. Cardin

/s/ THOMAS J. GARLAND           Director                           June 25, 2001
--------------------------
Thomas J. Garland

/s/ GENE C. KOONCE              Director                           June 25, 2001
--------------------------
Gene C. Koonce

/s/ VINCENT J. LEWIS            Director                           June 25, 2001
--------------------------
Vincent J. Lewis

/s/ THOMAS C. MEREDITH          Director                           June 25, 2001
--------------------------
Thomas C. Meredith

/s/ PHILLIP E. NICHOL           Director                           June 25, 2001
--------------------------
Phillip E. Nichol

/s/ CARL S. QUINN               Director                           June 25, 2001
--------------------------
Carl S. Quinn

/s/ CHARLES K. VAUGHAN          Director                           June 25, 2001
--------------------------
Charles K. Vaughan

/s/ RICHARD WARE II             Director                           June 25, 2001
--------------------------
Richard Ware II
</TABLE>

<PAGE>

     Pursuant to the requirements of the Securities Act of 1933, the ESOP 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 this 25th day of June, 2001.

                              ESOP TRUST COMMITTEE

                              By: /s/  LAURIE M. SHERWOOD
                                  -------------------------------
                                  Laurie M. Sherwood, Chairperson

                              By: /s/ TOM S. HAWKINS, Jr.
                                  -------------------------------
                                  Tom S. Hawkins, Jr., Member

                              By: /s/ RONALD W. McDOWELL
                                  -------------------------------
                                  Ronald W. McDowell, Member

                              By: /s/ WYNN D. McGREGOR
                                  -------------------------------
                                  Wynn D. McGregor, Member

                              By: /s/ GORDON J. ROY
                                  -------------------------------
                                      Gordon J. Roy, Member

<PAGE>

                                 EXHIBIT INDEX

Exhibit
Number     Description
-------    -----------

5.1        Opinion of Louis P. Gregory

23.1       Consent of Independent Auditors

23.2       Consent of Louis P. Gregory (included in Exhibit 5.1)

24         Power of Attorney (included on Signature Page)

_____________
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 11192}]
{"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": "333-63738", "film-number": "1666415"}, "business-address": {"street1": "1800 THREE LINCOLN CTR", "street2": "5430 LBJ FREEWAY", "city": "DALLAS", "state": "TX", "zip": "75240", "phone": "9729349227"}, "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 June 25, 2001

                                                    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 and Virginia                              75-1743247
    (State or Other Jurisdiction of                    (I.R.S. Employer
    Incorporation or Organization)                   Identification No.)

                                _______________

                           1800 Three Lincoln Centre
                                5430 LBJ Freeway
                              Dallas, Texas 75240
                                 (972) 934-9227
             (Address of Principal Executive Offices and Zip Code)
                                _______________

                            Atmos Energy Corporation
                    Employee Stock Ownership Plan and Trust
                            (Full Title of the Plan)
                                _______________

                               Louis P. Gregory
                           1800 Three Lincoln Centre
                               5430 LBJ Freeway
                              Dallas, Texas 75240
                                (972) 934-9227
(Name, Address, and Telephone Number, Including Area Code, of Agent For Service)
                                _______________

================================================================================
CALCULATION OF REGISTRATION FEE(1)
================================================================================
          Title Of                   Amount                 Proposed Maximum          Proposed Maximum              Amount
         Securities                  to be                 Offering Price Per             Aggregate           of Registration
      To Be Registered           Registered (2)                Share (3)              Offering Price (3)              Fee
------------------------------------------------------------------------------------------------------------------------------------
Common stock, no par value        1,000,000                $22.96 per share           $22,960,000             $5,740
====================================================================================================================================
(1)  This registration statement relates to the registration of additional
     securities under the Atmos Energy Corporation Employee Stock Ownership Plan
     and Trust. Under the original registration statement (File no. 33-57687)
     relating to the Employee Stock Ownership Plan and Trust, the registrant
     registered 1,000,000 shares of common stock. The filing fee associated with
     filing the original registration statement was $5,883.62.

(2)  This registration statement covers, in addition to the number of shares of
     common stock, no par value, stated above, such additional shares as may be
     issued as a result of the antidilution provisions of the Employee Stock
     Ownership Plan and Trust.

(3)  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 by the New York Stock
     Exchange on June 20, 2001.

(4)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.
PART II

                          INFORMATION REQUIRED IN THE
                            REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The registration statement (File no. 33-57687) on Form S-8 relating to the
Atmos Energy Corporation Employee Stock Ownership Plan and Trust (formerly known
as the Employee Stock Ownership Plan and Trust for Employees of Atmos Energy
Corporation), filed by Atmos with the Securities and Exchange Commission on
February 14, 1995, is incorporated by reference in and made a part of this
registration statement.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Louis P. Gregory will opine for us as to the validity of the offered
securities. Mr. Gregory is a Senior Vice President and the General Counsel of
Atmos.

ITEM 8.   EXHIBITS.

Exhibit
Number      Description
-------     -----------
5.1         Opinion of Louis P. Gregory

23.1        Consent of Independent Auditors

23.2        Consent of Louis P. Gregory (included in Exhibit 5.1)

24          Power of Attorney (included on Signature Page)

_____________
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 this 25th day of June,
2001.

                              ATMOS ENERGY CORPORATION

                              By: /s/ ROBERT W. BEST
                                  ------------------------------------------
                                      Robert W. Best, Chairman,
                                      President and Chief Executive Officer

                               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.
Signature                       Title                              Date
---------                       -----                              ----
/s/ ROBERT W. BEST              Chairman, President and Chief      June 25, 2001
--------------------------      Executive Officer
Robert W. Best                  (Principal Executive Officer)

/s/ JOHN P. REDDY               Senior Vice President and          June 25, 2001
--------------------------      Chief Financial Officer
John P. Reddy                   (Principal Financial Officer)

/s/ F. E. MEISENHEIMER          Vice President and Controller      June 25, 2001
--------------------------      (Principal Accounting Officer)
F. E. Meisenheimer

/s/ TRAVIS W. BAIN II           Director                           June 25, 2001
--------------------------
Travis W. Bain II
Director                           June __, 2001
--------------------------
Dan Busbee

/s/ RICHARD W. CARDIN           Director                           June 25, 2001
--------------------------
Richard W. Cardin

/s/ THOMAS J. GARLAND           Director                           June 25, 2001
--------------------------
Thomas J. Garland

/s/ GENE C. KOONCE              Director                           June 25, 2001
--------------------------
Gene C. Koonce

/s/ VINCENT J. LEWIS            Director                           June 25, 2001
--------------------------
Vincent J. Lewis

/s/ THOMAS C. MEREDITH          Director                           June 25, 2001
--------------------------
Thomas C. Meredith

/s/ PHILLIP E. NICHOL           Director                           June 25, 2001
--------------------------
Phillip E. Nichol

/s/ CARL S. QUINN               Director                           June 25, 2001
--------------------------
Carl S. Quinn

/s/ CHARLES K. VAUGHAN          Director                           June 25, 2001
--------------------------
Charles K. Vaughan

/s/ RICHARD WARE II             Director                           June 25, 2001
--------------------------
Richard Ware II
Pursuant to the requirements of the Securities Act of 1933, the ESOP 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 this 25th day of June, 2001.

                              ESOP TRUST COMMITTEE

                              By: /s/  LAURIE M. SHERWOOD
                                  -------------------------------
                                  Laurie M. Sherwood, Chairperson

                              By: /s/ TOM S. HAWKINS, Jr.
                                  -------------------------------
                                  Tom S. Hawkins, Jr., Member

                              By: /s/ RONALD W. McDOWELL
                                  -------------------------------
                                  Ronald W. McDowell, Member

                              By: /s/ WYNN D. McGREGOR
                                  -------------------------------
                                  Wynn D. McGregor, Member

                              By: /s/ GORDON J. ROY
                                  -------------------------------
                                      Gordon J. Roy, Member
EXHIBIT INDEX

Exhibit
Number     Description
-------    -----------

5.1        Opinion of Louis P. Gregory

23.1       Consent of Independent Auditors

23.2       Consent of Louis P. Gregory (included in Exhibit 5.1)

24         Power of Attorney (included on Signature Page)

_____________