ATMOS ENERGY CORP
8-K, 1997-03-27
NATURAL GAS DISTRIBUTION
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               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM 8-K


            Current Report Pursuant to Section 13 or
          15(d) of the Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported)
                         MARCH 17, 1997



                    ATMOS ENERGY CORPORATION
     (Exact Name of Registrant as Specified in its Charter)





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

1800 THREE LINCOLN CENTRE, 5430
LBJ FREEWAY, DALLAS, TEXAS                     75240  
- -------------------------------         -------------------
(Address of Principal Executive              (Zip Code)
Offices)

       Registrant's Telephone Number, Including Area Code
                         (972) 934-9227
                         --------------


  ------------------------------------------------------------
  (Former Name or Former Address, if Changed Since Last Report)<PAGE>





ITEM 5.  OTHER EVENTS.

(a)  On March 17, 1997, Atmos Energy Corporation (the
"Registrant") announced in a joint news release with United
Cities Gas Company of Brentwood, Tennessee ("United Cities"),
that it and United Cities have agreed to extend the period of
closing of the merger of United Cities with and into the
Registrant until August 31, 1997, pending the completion of
regulatory approvals of the merger in Illinois and Missouri.  The
companies will close the merger as soon as possible following
receipt of the final regulatory approvals.  A copy of the joint
news release is attached hereto as an exhibit and is incorporated
herein by reference.
       
(b)  On March 19, 1997, the Registrant announced in a news
release that it has initiated a restructuring of its operations
which is designed to achieve significant operating efficiencies
and cost savings for the Registrant.  Specifically, a network of
payment centers is being set up in the Registrant's operating
companies' service areas, a consolidation of field offices is
being effected and a central customer support center will be
opened.  A copy of the news release is attached hereto as an
exhibit and is incorporated herein by reference.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.


     (c)           Exhibits

          99.1  Joint News Release of Atmos Energy Corporation
                and United Cities Gas Company dated March 17,
                1997

          99.2  News Release of Atmos Energy Corporation dated
                March 19, 1997 <PAGE>





                            SIGNATURE

     Pursuant to the requirements of the Securities Exchange  Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.



                              ATMOS ENERGY CORPORATION
                                    (Registrant)



DATE:  March 27, 1997         By:  /s/ Glen A. Blanscet
                              -----------------------------------
                              Glen A. Blanscet
                              Vice President, General Counsel and
                              Corporate Secretary<PAGE>





                          EXHIBIT 99.1 <PAGE>




           [ATMOS ENERGY CORPORATION AND UNITED CITIES
                 GAS COMPANY LOGOS APPEAR HERE]


                          NEWS RELEASE

DATE:  March 17, 1997                   ATMOS MEDIA CONTACT:
                                        Margaret Watson
                                        (972)855-4050

FOR RELEASE:  IMMEDIATELY               ATMOS INVESTOR/ANALYST
                                        CONTACT:
                                        Jack Eversull
                                        (972)855-3729

                                        UNITED CITIES CONTACT:
                                        Linda Kelley
                                        (615)373-0104, ext. 224


       ATMOS ENERGY, UNITED CITIES AGREE TO EXTEND PERIOD
                 FOR CLOSING MERGER UNTIL AUGUST

Dallas, TX -- Atmos Energy Corporation (NYSE: ATO) and United
Cities Gas Company (NASDAQ: UCIT) of Brentwood, Tennessee, have
agreed to extend the period for closing their merger until
August 31, 1997, pending completion of regulatory approvals in
Illinois and Missouri.

The merger agreement had called for the merger to be completed by
March 31, 1997, but both companies agreed to the extension of the
time for regulatory approvals.  In November, shareholders of both
companies approved the merger in which Atmos will be the
surviving entity.  Approval was required by 10 states of the 13
states in which the combined company will have operations.

"We are confident that we will receive the necessary regulatory
approvals from both the Missouri and Illinois commissions," said
Gene C. Koonce, United Cities chairman, president and chief
executive officer.

Koonce said the two companies now expect a completion date in
June or July of this year.

Atmos Energy Corporation Chairman, President and Chief Executive
Officer, Robert W. Best, said, "Atmos will close the transaction
as soon as possible upon receiving the final regulatory
approvals."

United Cities distributes natural gas and propane gas to
approximately 340,000 customers in 10 states.  The company is
also engaged in other energy-related business. 

Atmos Energy Corporation provides natural gas service to more
than 680,000 customers in Texas, Colorado, Kansas, Missouri,
Louisiana and Kentucky through its operating companies - Energas
Company, Greeley Gas Company, Trans Louisiana Gas Company and
Western Kentucky Gas Company.

                              # # #<PAGE>




                             EXHIBIT 99.2 <PAGE>



   [ATMOS ENERGY CORPORATION LETTERHEAD AND LOGO APPEAR HERE]


                          NEWS RELEASE

DATE:  March 19, 1997                   ATMOS MEDIA CONTACT:
                                        Margaret Watson
                                        (972)855-4050

FOR RELEASE:  IMMEDIATELY               ANALYST/INVESTOR CONTACT:
                                        Jack Eversull
                                        (972)855-3729


     ATMOS ENERGY CORPORATION PLANS TO ENHANCE ITS CUSTOMER
                       SERVICE OPERATIONS

Dallas, Texas - Atmos Energy Corporation (NYSE:  ATO) announced
today plans to enhance its customer service operations by setting
up a network of payment centers throughout its service areas and
establishing a central customer support call center.  "These
changes are being made to enhance customer service and to ensure
that the company can continue to compete and perform well in the
future," said Charles Goodman, Atmos' executive vice president of
operations.

Goodman said, "The company's future competitiveness depends on
making these types of changes.  Many other utilities have already
started their own central customer support call centers and have
achieved the added efficiencies which are available through new
technologies.  This plan will provide opportunities to capitalize
on Atmos' strengths and position the company for future growth."

The payment centers are to be provided by a national vendor, and
located in local businesses such as convenience stores and
supermarkets, providing customers with longer hours and weekends
to pay their bills.  The payment centers should be in place by
early summer.  "We want to make it as convenient as possible for
our customers to do business with our company," said Goodman.

Atmos also plans to open a central customer support call center
by early 1998. The company expects to staff the customer support
call center with about 130 employees.  Goodman said there will be
a net reduction of approximately 240 positions by these business
process changes over the next 12 months as business office
operations are restructured, customer support call centers are
staffed and new operating practices are implemented.  The
company's 108 business offices will be closed for routine
business traffic; however, approximately 77 service centers will
remain in the communities.  Employees who are displaced by these
business changes will be eligible for a competitive package of
severance benefits. The company anticipates that severance
benefits and other expenses related to these customer service
enhancements will be recognized during this fiscal year. In 
fiscal year 1998 and in future years, the company expects to
realize significant cost savings as a result of these changes.

Atmos Energy Corporation provides natural gas service to more
than 680,000 customers in Texas, Colorado, Kansas, Missouri,
Louisiana and Kentucky through its operating companies - Energas
Company, Greeley Gas Company, Trans Louisiana Gas Company and
Western Kentucky Gas Company.

                          #     #     #<PAGE>


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