SecProbe.io

Mail Stop 3561
 June 1, 2010
 Fred E. Meisenheimer  Senior Vice President and Chief Financial Officer  Atmos Energy Corporation  Three Lincoln Centre, Suite 1800 5430 LBJ Freeway Dallas, Texas  75240

Re:  Atmos Energy Corporation
Form 10-K for the Fiscal Year Ended September 30, 2009
Filed November 16, 2009 Form 10-Q for the Fiscal Qu arter Ended December 31, 2009
Filed February 3, 2010 Form 10-Q for the Fiscal Qu arter Ended December 31, 2009
Filed May 6, 2010 File No. 001-10042
 Dear Mr. Meisenheimer:
 We have reviewed your filings and ha ve the following comments.  You should
comply with the comments in all future filings, as applicable.  Please confirm in writing that you will do so and also explain to us in sufficient detail for an understanding of the
disclosure how you intend to comply by providing us with your proposed revisions.  If you disagree, we will consider your explanation as to why our comments are inapplicable
or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.               Please understand that the purpos e of our review process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Fred E. Meisenheimer
Atmos Energy Corporation
June 1, 2010 Page 2  Form 10-K for the Fiscal Year Ended September 30, 2009

 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 35
 Results of Operations, page 40

 Consolidated Results, page 41

1. We note consolidated income in 2009 was favorably impacted by an $11.3 million one-time tax benefit associated with updating the rates used to determine your deferred taxes.  Please tell us how this tax benefit arose and whether it
relates to enacted changes in tax rates.  Please also tell us why this income tax benefit is properly recognized in 2009.  In addition, based on di sclosure in Note
11 to the financial statements, we note that state taxes, net of federal benefit, resulted in a slight reduction in your e ffective tax rate in 2009, whereas in 2008
and 2007, state taxes, net of federal benef it, increased your effective tax rate by
approximately 4%.  Please tell us whether the year-over-year difference relates to
the one-time tax benefit referred to above or is attributable to other factors,
including their nature.  Finally, we believe  you should disclose the causes of such
one-time items.
 Item 8.  Financial Statements and Supplementary Data, page 65

 Note 2.  Summary of Significan t Accounting Policies, page 72

2. We note from your list of subsidiaries in Exhibit 21 that you have investments
that may be accounted for using the equity  method of accounting.  Please tell us
the significance of these investments and your evaluation of the applicability of the disclosures outlined in ASC 323-10-50-3.
 Note 7.  Stock and Other Compensation Plans, page 97

 Restricted Stock Plans, page 97

3. Please disclose the dividend participation feature of non-vested restricted stock
awards.  Also disclose the requisite service period(s) and the performance
conditions of restricted stock awards .  Please refer to ASC 718-10-50-2a.
 Note 8.  Retirement and Post-Retirem ent Employee Benefit Plans, page 100

4. Please disclose how you calculate the market related value of plan assets as that
term is defined in ASC 715-30-20.  Since there is an altern ative to how you can
calculate this item, and it has a direct effect on pension expense, we believe you

Fred E. Meisenheimer
Atmos Energy Corporation
June 1, 2010 Page 3
should disclose how you determine this amount in accordance with ASC 235-10-50-3.
 Rule 13a-14(a)/15(d)-14(a) Certifications

5. Please revise the wording of your certific ations pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 to precisely match the language set forth in Item
601(b)(31) of Regulation S-K.  In this re gard, your certifications do not track the
text of Item 601(b)(31) of Regulation S-K in  paragraph 4(b) or in the introductory
language in paragraph 5.  We  note similar alterations to  the certifications filed
with the Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31,
2010 and June 30, 2010.

* * * * *

 Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  You may wish  to provide us with marked copies of your
disclosure to expedite our revi ew.  Please furnish a letter th at keys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your responses to our comments.              We urge all persons who ar e responsible for the accuracy and adequacy of the
disclosure in these filings to  be certain that the filings include all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

• staff comments or changes to disclosu re in response to staff comments do
not foreclose the Commission from ta king any action with respect to the
filings; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commissi on or any person under the federal
securities laws of the United States.

Fred E. Meisenheimer
Atmos Energy Corporation  June 1, 2010 Page 4
  In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

You may contact Robyn Manue l, Staff Accountant, at  (202) 551-3823 or William
Thompson, Branch Chief, at (202) 551-3344 if  you have questions regarding comments
on the financial statements and related matters.  Please contact Catherine Brown, Staff Attorney, at (202) 551-3513 or me at (202)  551-3720 with any other questions you may
have.

Sincerely,

H. Christopher Owings  Assistant Director

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