SecProbe.io

January 24, 2012
 Via Facsimile

Kim R. Cocklin President and Chief Executive Officer Atmos Energy Corporation Three Lincoln Centre, Suite 1800  5430 LBJ Freeway Dallas, TX  75240
Re: Atmos Energy Corporation
 Form 10-K for Fiscal Ye ar Ended September 30, 2011
Filed November 22, 2011
 File No. 1-10042

Dear Mr. Cocklin:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
34
 Results of Operations, page 39

Consolidated Results, page 41

1. We note your disclosure that hi storically your regulated operations contributed 65 to 85
percent to your consolidated  net income, with 81 and 83 pe rcent for fiscal years 2010 and
2009, respectively.  We also note that regulated  operations contribu ted 104 percent to
your consolidated net income for fiscal 2011 due  in large part to the decline in asset
optimization in your nonregulated segment.  In the table on page 50, you disclose that
asset optimization was ($3,424), $43,805 and $52,507 and total realized margins were
$75,401, $121,881 and $149,997, in each case for fiscal years 2011, 2010 and 2009,

Kim R. Cocklin Atmos Energy Corporation January 24, 2012 Page 2

 respectively. If you expect asset optimi zation revenues to contribute much less
significantly to earnings and revenues going forward and for total nonregulated margins
to be significantly less than th ey have been historically, plea se revise your disclosure to
discuss these trends, to the extent material.  Refer to Item 303(a)(3 )(ii) of Regulation S-K
and SEC Interpretive Release No. 33 -8350 available on our website at
http://www.sec.gov/rule s/interp/33-8350.htm
.

Nonregulated Segment, page 48

2. We note your disclosure that the decrease in  realized asset optimization margins is
attributable to the unfavorable impact of w eak natural gas market fundamentals.  Given
the significance of the decrease in gross prof it of the segment, pleas e revise to describe
the weak fundamentals in detail and the spec ific factors that caus ed the decrease.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

Kim R. Cocklin Atmos Energy Corporation January 24, 2012 Page 3

You may contact Yolanda Guobadi a, Staff Accountant, at (2 02) 551-3562 or me at (202)
551-3344 if you have questions regarding comments  on the financial statements and related
matters.  Please contact Catherine Brown, Sta ff Attorney, at (202) 551-3513 with any other
questions.
         S i n c e r e l y ,          /s/ William H. Thompson
        William H. Thompson         A c c o u n t i n g  B r a n c h  C h i e f