<PAGE>
 
     As filed with the Securities and Exchange Commission on March 1, 1999
                      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 Number)

     1800 Three Lincoln Centre
          5430 LBJ Freeway
            Dallas, Texas                                        75240
(Address of Principal Executive Offices)                       (Zip Code)

                           ATMOS ENERGY CORPORATION
                         1998 LONG-TERM INCENTIVE PLAN
                             (Full Title of Plan)
                                        
                                                              Copies to:
            GLEN A. BLANSCET                          IRWIN F. SENTILLES III
    Vice President, General Counsel                 Gibson, Dunn & Crutcher LLP
        and Corporate Secretary                            1717 Main Street
        Atmos Energy Corporation                        Dallas, Texas 75201-7309
       1800 Three Lincoln Centre          
            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........      1,500,000           $23.8125         $35,718,750          $9,929.82
</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) promulgated under the Securities Act of 1933
     on the basis of the average of the high and low prices of Registrant's
     Common Stock as reported on the New York Stock Exchange on February 25,
     1999.
<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 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, 1998;

     (b)  Registrant's Quarterly Report on Form 10-Q for the quarter ended
          December 31,   1998;

     (c)  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,
          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 de-registers 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. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

                                       2
<PAGE>
 
Item 4.   Description of Securities.

     Not applicable.

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 Gibson, Dunn & Crutcher LLP,
Dallas, Texas.  Dan Busbee, who is of counsel to Gibson, Dunn & Crutcher LLP, is
a director of Registrant, and beneficially owned a total of 4,471 shares of
Registrant's common stock at January 31, 1999.

Item 6.   Indemnification of Directors and Officers.

     The Texas Business Corporation Act ("TBCA") and the Virginia Stock
Corporation Act ("VSCA") 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 the Company's Restated Articles of Incorporation,
as Amended, and Article IX of the Company's Amended and Restated 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 TBCA and Section 13.1-697 of the
VSCA, each director and officer of the Company may be indemnified by the Company
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
the Company if he acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the Company, 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 TBCA and the VSCA. If the director or
officer is found liable for willful or intentional misconduct in the performance
of his duty to the Company, then indemnification will not be made.

     Article X of the Restated Articles of Incorporation, as Amended, of the
Company provides that no director of the Company shall be personally liable to
the Company or its shareholders for monetary damages for any breach of fiduciary
duty as a director except for liability (i) for any breach of duty of loyalty to
the Company or its shareholders, (ii) for an act or omission not in good faith
or which involves intentional misconduct or a knowing violation of law, (iii)
for a transaction from which the director received an improper benefit, whether
or not the benefit resulted from an action taken within the scope of the
director's office, (iv) for an act or omission for which the liability of a
director is expressly provided by statute or (v) for an act related to an
unlawful stock repurchase or payment of a dividend. In addition, Article IX of
the Restated Articles of Incorporation, as Amended, and Article IX of the
Amended and Restated 

                                       3
<PAGE>
 
Bylaws of the Company require the Company 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 the Company or serves or served at the request of the Company as a
director, officer, partner, venturer, proprietor, trustee, employee, agent or
similar functionary of any other enterprise.

     The above discussion of Article 2.02-1 of the TCBA and Section 13.1-697 of
the VSCA and of Registrant's Restated Articles of Incorporation, as Amended, and
Amended and Restated Bylaws, is not intended to be exhaustive, and is qualified
in its entirety by such statutes and Registrant's Restated Articles and Bylaws.

     The Company 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
such officers and directors of the Company against losses incurred by them while
acting in such capacities.

Item 7.   Exemption From Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

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:

              (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.
              Notwithstanding the foregoing, any increase or decrease in volume
              of securities offered (if the total dollar value of securities
              offered would not exceed that which was registered) and any
              deviation from the low or high end of the estimated maximum
              offering range may be reflected in the form of prospectus filed
              with the Commission pursuant to Rule 424(b) if, in the aggregate,
              the changes in 

                                       4
<PAGE>
 
              volume and price represent no more than a 20 percent change in the
              maximum aggregate offering price set forth in the "Calculation of
              Registration Fee" table in this effective 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)  The undersigned Registrant undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of
     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 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 March 1, 1999.



                                       ATMOS ENERGY CORPORATION



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

                                       6
<PAGE>
 
                               POWER OF ATTORNEY
                                        
     Each person whose signature appears below hereby constitutes and appoints
Robert W. Best and Larry J. Dagley, or each of them, 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.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney have 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 CEO                        March 1, 1999
--------------------------------------    (Principal Executive Officer)
Robert W. Best

/s/ LARRY J. DAGLEY                       Executive Vice President and Chief                 March 1, 1999
--------------------------------          Financial Officer
Larry J. Dagley                           (Principal Financial Officer)

/s/ TOM S. HAWKINS, JR.                   Vice President, Planning and                       March 1, 1999
--------------------------------          Budgeting and Interim Controller
Tom S. Hawkins, Jr.                       (Principal Accounting Officer)
 
/s/ TRAVIS W. BAIN II                     Director                                           March 1, 1999
--------------------------------
Travis W. Bain II
 
/s/ DAN BUSBEE                            Director                                           March 1, 1999
--------------------------------
Dan Busbee
 
/s/ RICHARD W. CARDIN                     Director                                           March 1, 1999
--------------------------------               
Richard W. Cardin

/s/ THOMAS J. GARLAND                     Director                                           March 1, 1999
--------------------------------               
Thomas J. Garland
 
</TABLE>

                                       7
<PAGE>
 
<TABLE>
<S>                                       <C>                                                <C> 

/s/ GENE C. KOONCE                        Director                                           March 1, 1999
--------------------------------               
Gene C. Koonce


                                          Director
--------------------------------               
Vincent J. Lewis

/s/ THOMAS C. MEREDITH                    Director                                           March 1, 1999
--------------------------------
Thomas C. Meredith
 
/s/ PHILLIP E. NICHOL                     Director                                           March 1, 1999
--------------------------------
Phillip E. Nichol
 
/s/ CARL S. QUINN                         Director                                           March 1, 1999
--------------------------------
Carl S. Quinn
 
/s/ CHARLES K. VAUGHAN                    Director                                           March 1, 1999
--------------------------------
Charles K. Vaughan
 
/s/ RICHARD WARE II                       Director                                           March 1, 1999
--------------------------------
Richard Ware II
 
</TABLE>

                                       8
<PAGE>
 
                                 EXHIBIT INDEX


 EXHIBIT 
 ------- 
 NUMBER                                   DESCRIPTION
 ------                                   -----------
 
    4.1       Restated Articles of Incorporation of the Company, as Amended (as
              of July 31, 1997) (incorporated by reference to Exhibit 3.1 of
              Form 10-K for fiscal year ended September 30, 1997).

    4.2       Bylaws (Amended and Restated as of November 12, 1997)
              (incorporated by reference to Exhibit 3.2 of Form 10-K for fiscal
              year ended September 30, 1997 (File No. 1-10042)).

    4.3       Specimen Common Stock Certificate (Atmos Energy Corporation)
              (incorporated by reference to Exhibit 4(b) of Registrant's Annual
              Report on Form 10-K (File No. 1-10042) for the fiscal year ended
              September 30, 1988).

    4.4       Rights Agreement, dated as of November 12, 1997, between the
              Company and BankBoston, N.A. (incorporated by reference to Exhibit
              4.1 of Form 8-K dated November 12, 1997).

    5.1       Opinion of Gibson, Dunn & Crutcher LLP

   23.1       Consent of Gibson, Dunn & Crutcher LLP
              (included in Exhibit 5.1).

   23.2       Consent of Ernst & Young LLP.

   23.3       Consent of Arthur Andersen LLP.

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

   99.1       Atmos Energy Corporation 1998 Long-Term Incentive Plan
              (incorporated by reference to Exhibit A to Definitive Proxy
              Statement on Schedule 14A filed December 30, 1998) 
              (File No. 1-10042).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22037}]
{"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": "333-73143", "film-number": "99554421"}, "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 March 1, 1999
                      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 Number)

     1800 Three Lincoln Centre
          5430 LBJ Freeway
            Dallas, Texas                                        75240
(Address of Principal Executive Offices)                       (Zip Code)

                           ATMOS ENERGY CORPORATION
                         1998 LONG-TERM INCENTIVE PLAN
                             (Full Title of Plan)
                                        
                                                              Copies to:
            GLEN A. BLANSCET                          IRWIN F. SENTILLES III
    Vice President, General Counsel                 Gibson, Dunn & Crutcher LLP
        and Corporate Secretary                            1717 Main Street
        Atmos Energy Corporation                        Dallas, Texas 75201-7309
       1800 Three Lincoln Centre          
            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........      1,500,000           $23.8125         $35,718,750          $9,929.82
===============================================================================
(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) promulgated under the Securities Act of 1933
     on the basis of the average of the high and low prices of Registrant's
     Common Stock as reported on the New York Stock Exchange on February 25,
     1999.
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 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, 1998;

     (b)  Registrant's Quarterly Report on Form 10-Q for the quarter ended
          December 31,   1998;

     (c)  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,
          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 de-registers 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. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

                                       2
Item 4.   Description of Securities.

     Not applicable.

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 Gibson, Dunn & Crutcher LLP,
Dallas, Texas.  Dan Busbee, who is of counsel to Gibson, Dunn & Crutcher LLP, is
a director of Registrant, and beneficially owned a total of 4,471 shares of
Registrant's common stock at January 31, 1999.

Item 6.   Indemnification of Directors and Officers.

     The Texas Business Corporation Act ("TBCA") and the Virginia Stock
Corporation Act ("VSCA") 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 the Company's Restated Articles of Incorporation,
as Amended, and Article IX of the Company's Amended and Restated 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 TBCA and Section 13.1-697 of the
VSCA, each director and officer of the Company may be indemnified by the Company
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
the Company if he acted in good faith and in a manner that he reasonably
believed to be in or not opposed to the best interests of the Company, 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 TBCA and the VSCA. If the director or
officer is found liable for willful or intentional misconduct in the performance
of his duty to the Company, then indemnification will not be made.

     Article X of the Restated Articles of Incorporation, as Amended, of the
Company provides that no director of the Company shall be personally liable to
the Company or its shareholders for monetary damages for any breach of fiduciary
duty as a director except for liability (i) for any breach of duty of loyalty to
the Company or its shareholders, (ii) for an act or omission not in good faith
or which involves intentional misconduct or a knowing violation of law, (iii)
for a transaction from which the director received an improper benefit, whether
or not the benefit resulted from an action taken within the scope of the
director's office, (iv) for an act or omission for which the liability of a
director is expressly provided by statute or (v) for an act related to an
unlawful stock repurchase or payment of a dividend. In addition, Article IX of
the Restated Articles of Incorporation, as Amended, and Article IX of the
Amended and Restated 

                                       3
Bylaws of the Company require the Company 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 the Company or serves or served at the request of the Company as a
director, officer, partner, venturer, proprietor, trustee, employee, agent or
similar functionary of any other enterprise.

     The above discussion of Article 2.02-1 of the TCBA and Section 13.1-697 of
the VSCA and of Registrant's Restated Articles of Incorporation, as Amended, and
Amended and Restated Bylaws, is not intended to be exhaustive, and is qualified
in its entirety by such statutes and Registrant's Restated Articles and Bylaws.

     The Company 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
such officers and directors of the Company against losses incurred by them while
acting in such capacities.

Item 7.   Exemption From Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

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:

              (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.
              Notwithstanding the foregoing, any increase or decrease in volume
              of securities offered (if the total dollar value of securities
              offered would not exceed that which was registered) and any
              deviation from the low or high end of the estimated maximum
              offering range may be reflected in the form of prospectus filed
              with the Commission pursuant to Rule 424(b) if, in the aggregate,
              the changes in 

                                       4
volume and price represent no more than a 20 percent change in the
              maximum aggregate offering price set forth in the "Calculation of
              Registration Fee" table in this effective 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)  The undersigned Registrant undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of
     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 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 March 1, 1999.

                                       ATMOS ENERGY CORPORATION

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

                                       6
POWER OF ATTORNEY
                                        
     Each person whose signature appears below hereby constitutes and appoints
Robert W. Best and Larry J. Dagley, or each of them, 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.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney have been signed by the following
persons in the capacities and on the dates indicated.
Signature                              Title                                          Date
           ---------                              -----                                          ----
/s/ ROBERT W. BEST                        Chairman, President and CEO                        March 1, 1999
--------------------------------------    (Principal Executive Officer)
Robert W. Best

/s/ LARRY J. DAGLEY                       Executive Vice President and Chief                 March 1, 1999
--------------------------------          Financial Officer
Larry J. Dagley                           (Principal Financial Officer)

/s/ TOM S. HAWKINS, JR.                   Vice President, Planning and                       March 1, 1999
--------------------------------          Budgeting and Interim Controller
Tom S. Hawkins, Jr.                       (Principal Accounting Officer)
 
/s/ TRAVIS W. BAIN II                     Director                                           March 1, 1999
--------------------------------
Travis W. Bain II
 
/s/ DAN BUSBEE                            Director                                           March 1, 1999
--------------------------------
Dan Busbee
 
/s/ RICHARD W. CARDIN                     Director                                           March 1, 1999
--------------------------------               
Richard W. Cardin

/s/ THOMAS J. GARLAND                     Director                                           March 1, 1999
--------------------------------               
Thomas J. Garland
7
/s/ GENE C. KOONCE                        Director                                           March 1, 1999
--------------------------------               
Gene C. Koonce

                                          Director
--------------------------------               
Vincent J. Lewis

/s/ THOMAS C. MEREDITH                    Director                                           March 1, 1999
--------------------------------
Thomas C. Meredith
 
/s/ PHILLIP E. NICHOL                     Director                                           March 1, 1999
--------------------------------
Phillip E. Nichol
 
/s/ CARL S. QUINN                         Director                                           March 1, 1999
--------------------------------
Carl S. Quinn
 
/s/ CHARLES K. VAUGHAN                    Director                                           March 1, 1999
--------------------------------
Charles K. Vaughan
 
/s/ RICHARD WARE II                       Director                                           March 1, 1999
--------------------------------
Richard Ware II
8
EXHIBIT INDEX

 EXHIBIT 
 ------- 
 NUMBER                                   DESCRIPTION
 ------                                   -----------
 
    4.1       Restated Articles of Incorporation of the Company, as Amended (as
              of July 31, 1997) (incorporated by reference to Exhibit 3.1 of
              Form 10-K for fiscal year ended September 30, 1997).

    4.2       Bylaws (Amended and Restated as of November 12, 1997)
              (incorporated by reference to Exhibit 3.2 of Form 10-K for fiscal
              year ended September 30, 1997 (File No. 1-10042)).

    4.3       Specimen Common Stock Certificate (Atmos Energy Corporation)
              (incorporated by reference to Exhibit 4(b) of Registrant's Annual
              Report on Form 10-K (File No. 1-10042) for the fiscal year ended
              September 30, 1988).

    4.4       Rights Agreement, dated as of November 12, 1997, between the
              Company and BankBoston, N.A. (incorporated by reference to Exhibit
              4.1 of Form 8-K dated November 12, 1997).

    5.1       Opinion of Gibson, Dunn & Crutcher LLP

   23.1       Consent of Gibson, Dunn & Crutcher LLP
              (included in Exhibit 5.1).

   23.2       Consent of Ernst & Young LLP.

   23.3       Consent of Arthur Andersen LLP.

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

   99.1       Atmos Energy Corporation 1998 Long-Term Incentive Plan
              (incorporated by reference to Exhibit A to Definitive Proxy
              Statement on Schedule 14A filed December 30, 1998) 
              (File No. 1-10042).