SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 15, 2025

Christopher Forsythe
Chief Financial Officer
Atmos Energy Corp
1800 Three Lincoln Centre
5430 LBJ Freeway
Dallas, TX 75240

 Re: Atmos Energy Corp
 Form 10-K for the Fiscal Year ended September 30, 2024
 Filed November 18, 2024
 File No. 001-10042
Dear Christopher Forsythe:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

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 Document March 27, 2025 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, NE Washington, D.C. 20549 Attention: Mark Wojciechowski and Karl Hiller Re:    Atmos Energy Corporation     Form 10-K for the Fiscal Year ended September 30, 2024, Filed November 18, 2024     File No. 001-10042 Dear Mr. Wojciechowski and Mr. Hiller: Atmos Energy Corporation (“Atmos Energy,” the “Company” or “we”) is responding to the letter from the staff (“Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (“Commission”) dated March 7, 2025, commenting on the above-referenced Form 10-K filed with the Commission on November 18, 2024. For your convenience, we have repeated the Staff’s comments from such letter in bold and italics below, followed by the Company’s response. All terms used but not defined herein have the meanings assigned to such terms in the Company’s Annual Report on Form 10-K for the Fiscal Year ended September 30, 2024 (the “Form 10-K”). Form 10-K for the Fiscal Year ended September 30, 2024 Properties, page 21 We note your disclosure regarding the underground distribution and transmission mains, indicating you have a program of "continuous inspection and repair" and that you believe the system is in good condition. However, on page 78, you reference an investigation by the National Transportation Safety Board of two incidents early last year, though without providing details or context, or discussing the implications. Based on the preliminary report, we understand that the investigation pertains to two explosions that destroyed homes that were served by your natural gas distribution system in Jackson, Mississippi, and that you had known of gas leaks in close proximity to the explosions beforehand and subsequently found additional leaks on mechanical Mr. Mark Wojciechowski and Karl Hiller United States Securities and Exchange Commission March 27, 2025 Page 2 couplings near the previously identified leaks, to include the detection of subsurface gas near both locations where the explosions occurred and near the foundations of adjacent homes. The report indicates the natural gas distribution system serving those properties was installed in the 1960s and early 1970s. Given these findings, and considering your risk factor disclosure on page 18, indicating significant capital expenditures are required to modernize your distribution and transmission system, it appears that you should provide more details regarding the condition, suitability, and adequacy of your pipeline systems, such as the age of those systems, incidence of leak detections, and programs to replace or upgrade those systems to comply with Instruction 1 to Item 102 of Regulation S-K. For example, considering the age of the system associated with the incidents, disclose your view on the remaining serviceability of the 50-60 year-old pipeline system, and clarify how the age of your other pipeline systems compare, with quantitative details that provide meaningful differentiation based on the age of your systems. Please discuss the nature and scope of any plans to replace or upgrade the aging systems in your network, to include the timeframe, duration, and estimated costs, or clarify if your approach is limited to conducting repairs, in which case also discuss the limitations of that approach. Please also discuss any factors that hinder your ability to upgrade and replace systems that are near the end of their serviceable lives. Response : Safety is at the core of our business and essential to who we are. At Atmos Energy, it is our stated vision to be the safest provider of natural gas services. As we provide information about the changes we propose making to certain language in our Annual Report on Form 10-K for the Fiscal Year ending September 30, 2025 (“2025 Form 10-K”) in response to the Staff’s comments regarding the condition, suitability, and adequacy of our pipeline systems, we want to make two clarifying points at the outset. First, while we continue to cooperate with the National Transportation Safety Board (“NTSB”), the Pipeline and Hazardous Materials Safety Administration (“PHMSA”), the Mississippi Public Service Commission (“MS PSC”), and other parties to the investigation regarding the 2024 incident in Jackson, Mississippi, that investigation is ongoing. There have been no findings of causal factors (including with respect to the age of our pipeline system) by any party, Atmos Energy’s party submission is not yet public, and we cannot comment on the cause of the incident. It is important to note, however, that with respect to leaks identified on the Atmos Energy transmission and distribution Mr. Mark Wojciechowski and Karl Hiller United States Securities and Exchange Commission March 27, 2025 Page 3 system, we investigate, grade, and repair such leaks in accordance with procedures that meet or exceed regulatory requirements. Second, while we have a model for managing risks to the integrity of our natural gas infrastructure, no single factor is determinative in our decision to take mitigative actions. We describe in further detail below our integrity management programs and our ongoing efforts to consider the many factors that impact integrity management. Consistent with our safety vision and PHMSA’s Distribution Integrity Management Rule, we have a distribution integrity management (“DIM”) program and plan, the primary objective of which is to manage the integrity and safety of our natural gas distribution systems. The DIM process integrates information sources and data, identifies risks to the integrity of distribution infrastructure, ranks risks, and designates measures and actions to reduce or mitigate risks as appropriate. Those mitigative actions can include a number of measures such as accelerated leak survey frequency, pipeline replacement, and additional public awareness. As part of our DIM program, we use a framework for evaluating and ranking risks that was originally developed by a group of natural gas distribution operators in coordination with the Gas Technology Institute (“GTI”), and Operations Technology Development. We engaged a third-party global leader in assurance and risk management to incorporate this framework into a Distribution Risk Assessment Model, or DRAM, that configures over one hundred risk model input factors and weightings to reflect Atmos Energy’s distribution systems and operating environments. In 2020, we engaged another third-party expert to perform an independent review and assessment of those input factors and weightings against industry best practices, and we adopted as appropriate its conclusions into the DRAM. Factors include, without limitation, population density, material and soil type, pipe age, legacy construction practices, leak history, pipe coating, and corrosion data. Most recently, we have updated the DRAM to address considerations related to the potential for unreported damage to be present on our facilities from third-party excavation activities, for differential ground movement in our service territories, for consequences related to rain and soil wetness, and for threats to combine and act together. No single factor, such as the age of pipe or leak history, is determinative in our decision to take mitigative actions on our distribution pipeline systems, including accelerated leak survey or pipeline replacement. We also have a transmission integrity management (“TIM”) program and plan applicable to our transmission pipeline systems in our distribution and pipeline and storage segments. The TIM program and plan take into account a variety of factors and are consistent with our vision to be the safest provider of natural gas services and PHMSA’s Gas Transmission Pipeline Integrity Management Rule. As with our DIM program, no Mr. Mark Wojciechowski and Karl Hiller United States Securities and Exchange Commission March 27, 2025 Page 4 single factor is determinative in our decision to take mitigative actions on our transmission pipeline systems. We periodically review our DIM and TIM programs, including potential alternative approaches to the risk analysis and risk mitigation methodologies, within the decision-making framework of these programs. In response to the Staff’s comment to provide more detail regarding our program to replace or upgrade our systems, we propose to include in our 2025 Form 10-K: To manage the integrity and safety of our natural gas distribution and transmission systems, consistent with PHMSA regulations, we have integrity management programs that integrate information sources and data, identify risks to infrastructure integrity, ranks risks, and designate measures and actions to reduce or mitigate risks as appropriate. These programs take into consideration numerous input factors and no single factor is determinative in our decision to take mitigative actions on our distribution or transmission pipeline systems. Based upon these programs, along with the oversight of state regulators responsible for adopting and enforcing the federal pipeline safety regulations, we believe that our distribution and transmission pipeline systems are suitable and adequate for our purposes. We believe that the proposed disclosure, together with the disclosure already provided in Item 2 of our Form 10-K detailing (among other things) our miles of pipe, storage capacity and maximum delivery capability, provides investors with information that will reasonably inform them as to the suitability, adequacy and productive capacity of our pipeline systems as required by Instruction 1 to Item 102 of Regulation S-K. Further, as the Staff notes, and as we have disclosed in our risk factors on page 18 of our Form 10-K, our business requires that we make significant capital expenditures on a long-term basis to continuously modernize our distribution and transmission system. These investments reflect our commitment to our vision to be the safest provider of natural gas services. Our anticipated capital expenditures also reflect costs associated with the need to continually build new capacity to serve our growing communities, and we anticipate incurring significant capital expenditures for the foreseeable future. Between fiscal years 2025 and 2029, we anticipate our capital expenditures to be approximately $24 billion, with more than 80% of this amount dedicated to safety and reliability spending, guided by our pipeline integrity management programs. The magnitude and allocation of these expenditures may be affected by factors such as new policy and regulations, population growth, increased labor and materials costs. Mr. Mark Wojciechowski and Karl Hiller United States Securities and Exchange Commission March 27, 2025 Page 5 Our rates are established by the regulatory authorities in each of the states in which we operate and are intended to be sufficient to cover the costs of conducting business, including a reasonable return on invested capital. In order to seek a rate increase, we must submit to the applicable regulatory authorities supporting detail justifying the nature, timing, and costs (including costs to survey, inspect, repair, and replace our pipeline systems) that we seek to recover. We anticipate our costs to conduct business, including the costs incurred to execute our integrity management programs will be recovered. On pages 6-12 of our Form 10-K, we have summarized the various regulatory mechanisms and programs that are available to us to recover our costs. In response to the Staff’s comment to provide more detail regarding our timeline, duration and estimated cost of replacement, upgrade and repair to our system, we propose to include the following information in our 2025 Form 10-K: We anticipate making significant capital expenditures for the foreseeable future to modernize our distribution and transmission system, to comply with the safety rules and regulations issued by the regulatory authorities responsible for the service areas we in which we operate, and to prepare to serve the growing needs of the communities we serve. Between fiscal years 2025 and 2029, we anticipate spending approximately $24 billion, with more than 80% dedicated to safety and reliability spendi ng. The magnitude and allocation of these expenditures may be affected by factors such as new policy and regulations, population growth, and increased labor and materials costs. Although we believe these costs are ultimately recoverable through our rates based on the regulatory frameworks currently available to us, full recovery is not assured. Sincerely, Atmos Energy Corporation By: /s/ CHRISTOPHER T. FORSYTHE Christopher T. Forsythe Senior Vice President and Chief Financial Officer

March 7, 2025
Christopher Forsythe
Chief Financial Officer
Atmos Energy Corp
1800 Three Lincoln Centre
5430 LBJ Freeway
Dallas, TX 75240
Re:Atmos Energy Corp
Form 10-K for the Fiscal Year ended September 30, 2024
Filed November 18, 2024
File No. 001-10042
Dear Christopher Forsythe:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe
the comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year ended September 30, 2024
Properties, page 21
We note your disclosure regarding the underground distribution and transmission
mains, indicating you have a program of "continuous inspection and repair" and that
you believe the system is in good condition.  However, on page 78, you reference an
investigation by the National Transportation Safety Board of two incidents early last
year, though without providing details or context, or discussing the implications.

Based on the preliminary report, we understand that the investigation pertains to two
explosions that destroyed homes that were served by your natural gas distribution
system in Jackson, Mississippi, and that you had known of gas leaks in close
proximity to the explosions beforehand and subsequently found additional leaks on
mechanical couplings near the previously identified leaks, to include the detection of
subsurface gas near both locations where the explosions occurred and near the
 1.

March 7, 2025
Page 2
foundations of adjacent homes. The report indicates the natural gas distribution
system serving those properties was installed in the 1960s and early 1970s.

Given these findings, and considering your risk factor disclosure on page 18,
indicating significant capital expenditures are required to modernize your distribution
and transmission system, it appears that you should provide more details regarding the
condition, suitability, and adequacy of your pipeline systems, such as the age of those
systems, incidence of leak detections, and programs to replace or upgrade those
systems to comply with Instruction 1 to Item 102 of Regulation S-K.

For example, considering the age of the system associated with the incidents, disclose
your view on the remaining serviceability of the 50-60 year-old pipeline system, and
clarify how the age of your other pipleline systems compare, with quantitative details
that provide meaningful differentiation based on the age of your systems.

Please discuss the nature and scope of any plans to replace or upgrade the aging
systems in your network, to include the timeframe, duration, and estimated costs, or
clarify if your approach is limited to conducting repairs, in which case also discuss the
limitations of that approach. Please also discuss any factors that hinder your ability to
upgrade and replace systems that are near the end of their servicable lives.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Mark Wojciechowski at 202-551-3759 or Karl Hiller at 202-551-3686
if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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 June 5, 2023

Division of Corporation Finance

 Securities and Exchange
Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 Jason Weidberg and Arthur Sandel – Structured Finance

Re:
 Atmos Energy Corporation

Atmos Energy Kansas Securitization I, LLC

Registration Statement on Form SF-1

Filed February 28, 2023

File Nos. 333-270078 and
333-270078-01

 Dear Mr. Weidberg and Mr. Sandel:

In connection with the proposed offering of the securities under the above-captioned Registration Statement on Form SF-1 (the “Registration Statement”), we wish to advise you that we, as the underwriter, hereby join the request of Atmos Energy Corporation and Atmos Energy Kansas Securitization I, LLC that the effective
date of the Registration Statement be accelerated so that the same will become effective on June 8, 2023 at 9:00 a.m. E.D.T., or as soon as practicable thereafter.

The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

(i)
 Date of Preliminary Prospectus: June 5, 2023

(ii)
 Anticipated dates of distribution: June 6, 2023 – June 20, 2023

(iii)
 Number of preliminary prospectuses expected to be distributed to institutional investors, dealers and others:
approximately 1500

(iv)
 We have complied and will comply with the requirements of Rule 15c2-8
under the Securities Exchange Act of 1934, as amended.

 Pursuant to Rule 460 of the Securities Act of 1933, please be
advised that there will be distributed as many copies of the proposed form of Preliminary Prospectus as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

Remainder of the page intentionally left blank

Very truly yours,

J.P. Morgan Securities LLC

J.P. MORGAN SECURITIES LLC

By:

 /s/ Mark Gilmore

Name:

Mark Gilmore

Title:

Managing Director

 As the Underwriter

Signature Page to Underwriter’s Acceleration Request

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CORRESP

 June 5, 2023

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Structured Finance

 100 F Street, NE

 Washington, D.C. 20549

Attention:
 Jason Weidberg

Arthur Sandel

      Re:
 Atmos Energy Corporation

Atmos Energy Kansas Securitization I, LLC

Registration Statement on Form SF-1

Filed February 28, 2023

File Nos. 333-270078 and 333-270078-01

 Dear Mr. Weidberg and Mr. Sandel,

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Atmos Energy Corporation and Atmos Energy Kansas Securitization I, LLC
hereby request that the effective date of the Registration Statement referred to above be accelerated so that the same will become effective on June 8, 2023 at 9:00 a.m. E.D.T., or as soon as practicable thereafter.

Please call George Vlahakos of Sidley Austin LLP at (713) 495-4522 as soon as the registration
statement has been declared effective.

Sincerely,

Atmos Energy Corporation

By:

 /s/ Christopher T. Forsythe

Name:

Christopher T. Forsythe

Title:

Senior Vice President and

Chief Financial Officer

cc:
 Ashley Burton, Atmos Energy Corporation

George Vlahakos, Sidley Austin LLP

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 SIDLEY AUSTIN LLP

 1000 LOUISIANA STREET

SUITE 5900

 HOUSTON, TX 77002

+1 713 495 4500

 +1 713 495 7799 FAX

 AMERICA • ASIA PACIFIC • EUROPE

 May 26, 2023

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Structured Finance

 100 F Street, NE

 Washington, D.C. 20549

Attention:
 Jason Weidberg

 Arthur Sandel

        Re:
 Atmos Energy Corporation

 Atmos Energy Kansas Securitization I, LLC

 Registration Statement on Form SF-1

 Filed February 28, 2023

 File Nos. 333-270078 and 333-270078-01

 Ladies and Gentlemen:

On behalf of Atmos Energy Corporation (“Atmos Energy”) and Atmos Energy Kansas Securitization I, LLC (together with
Atmos Energy, the “Registrants”), we hereby submit this letter in response to the comments received from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) by letter dated March 27, 2023, with respect to the Registrants’ above-referenced Registration Statement on Form SF-1 filed on February 28,
2023 (the “Registration Statement”). Concurrently with this letter, we are transmitting via EDGAR an amendment to the Registration Statement (including certain exhibits) (“Amendment
No. 1”). For the Staff’s reference, we are also providing to the Staff by email a copy of this letter as well as both a clean copy of Amendment No. 1 and a copy marked to show all changes from
the Registration Statement.

 In this letter, we have recited the comment from the Staff in bold typeface and have followed the comment
with the Registrants’ response in ordinary typeface.

 Sidley Austin (TX) LLP is a Delaware limited liability partnership doing business
as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.

  Page
 2

 Registration Statement on Form SF-1

Form of Prospectus

 Description of the Securitized
Utility Tariff Bonds

 The Security for the Securitized Utility Tariff Bonds, page 68

1.
 We note that, in addition to the securitized utility tariff property, the collection account and all of its
subaccounts will also secure the bonds, including all “cash, instruments, investment property or other assets credited to or deposited in the collection account or any subaccount … and all financial assets and securities entitlements
carried therein or credited thereto.” Please confirm whether any of the underlying collateral will consist of securities for purposes of Rule 190 under the Securities Act.

Response:

 The
Registrants hereby confirm that none of the underlying collateral will consist of securities for purposes of Rule 190 under the Securities Act.

 Part
II - Information Not Required in Prospectus

 Item 14. Exhibits, page II-3

2.
 Please file your remaining exhibits with your next amendment. Refer to Item 1100(f) of Regulation AB and
Instruction 1 to Item 601 of Regulation S-K. Note that we may have additional comments on your registration statement following our review of any such exhibits.

Response:

 The
Registrants are filing copies of the remaining exhibits with Amendment No. 1.

 If you have questions regarding the foregoing
responses, please contact the undersigned at (713) 495-4522.

Sincerely,

 /s/ George J Vlahakos

George J Vlahakos

  Page
 3

cc:
 Christopher T. Forsythe, Atmos Energy

Ashley Burton, Atmos Energy

Robert Stephens, Sidley Austin LLP

Michael Fitzpatrick, Jr., Hunton Andrews Kurth LLP

Adam O’Brian, Hunton Andrews Kurth LLP

United States securities and exchange commission logo
March 27, 2023
Christopher T. Forsythe
Senior Vice President and Chief Financial Officer
Atmos Energy Corporation
1800 Three Lincoln Centre
5430 LBJ Freeway
Dallas, TX 75240
Re:Atmos Energy Corporation
Atmos Energy Kansas Securitization I, LLC
Registration Statement on Form SF-1
Filed February 28, 2023
File Nos. 333-270078 and 333-270078-01
Dear Christopher T. Forsythe:
            We have reviewed your registration statement 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 by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form SF-1
Form of Prospectus
Description of the Securitized Utility Tariff Bonds
The Security for the Securitized Utility Tariff Bonds, page 68
1.We note that, in addition to the securitized utility tariff property, the collection account
and all of its subaccounts will also secure the bonds, including all “cash, instruments,
investment property or other assets credited to or deposited in the collection account or
any subaccount … and all financial assets and securities entitlements carried therein or
credited thereto.”  Please confirm whether any of the underlying collateral will consist of
securities for purposes of Rule 190 under the Securities Act.

 FirstName LastNameChristopher T. Forsythe
 Comapany NameAtmos Energy Corporation
 March 27, 2023 Page 2
 FirstName LastName
Christopher T. Forsythe
Atmos Energy Corporation
March 27, 2023
Page 2
Part II - Information Not Required in Prospectus
Item 14. Exhibits, page II-3
2.Please file your remaining exhibits with your next amendment.  Refer to Item 1100(f) of
Regulation AB and Instruction 1 to Item 601 of Regulation S-K.  Note that we may have
additional comments on your registration statement following our review of any such
exhibits.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jason Weidberg at 202-551-6892 or Arthur Sandel at 202-551-3262 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Structured Finance

January 28, 2020
Christopher T. Forsythe
Senior Vice President and Chief Financial Officer
Atmos Energy Corporation
1800 Three Lincoln Centre
5430 LBJ Freeway
Dallas, Texas 75240
Re:Atmos Energy Corporation
Form 10-K for the Fiscal Year Ended September 30, 2019
Filed November 12, 2019
File No. 001-10042
Dear Mr. Forsythe:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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January 27, 2020

By: EDGAR Transmission - Correspondence Filing

Mr. Gus Rodriguez

Accounting Branch Chief

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:    Atmos Energy Corporation

Form 10-K for the Fiscal Year Ended September 30, 2019

Filed November 12, 2019

File No. 001-10042

Dear Mr. Rodriguez:

We are responding to your letter dated January 21, 2020, commenting on our most recent Form 10-K filed with the Commission on November 12, 2019.  We have repeated your comments from such letter below, followed by our response to the comments in bold print.  We intend to comply with the comments in all future filings, as applicable.

Form 10-K for the Fiscal Year Ended September 30, 2019

Selected Financial Data, page 21

1. Please label “Contribution Margin” as a non-GAAP measure and present the disclosures and reconciliation required by Item 10(e)(1)(i) of Regulation S-K.

The Company respectfully acknowledges the Staff’s comment. The Company has decided to transition away from using contribution margin when discussing our financial results in future filings.  As such, the Company will remove references to contribution margin when discussing our financial results in all future Form 10-K and 10-Q filings and in all future earnings releases furnished as exhibits to Form 8-K filings, beginning with our earnings release and Form 10-Q for the three months ended December 31, 2019.

Mr. Gus Rodriguez

U.S. Securities and Exchange Commission

January 27, 2020

Page 2

Management's Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Financial Measures, page 25.

2. Please present a reconciliation for your contribution margin non-GAAP measure. In doing so, reconcile this measure to the most directly comparable GAAP measure of gross margin. If you do not believe gross margin that includes depreciation and amortization is the most directly comparable GAAP measure, please tell us why in your response. Refer to Item 10(e)(1)(i)(B) of Regulation S-K.

The Company respectfully acknowledges the Staff’s comment. The Company has decided to transition away from using contribution margin when discussing our financial results in future filings.  As such, the Company will remove references to contribution margin when discussing our financial results in all future Form 10-K and 10-Q filings and in all future earnings releases furnished as exhibits to Form 8-K filings, beginning with our earnings release and Form 10-Q for the three months ended December 31, 2019.

Mr. Gus Rodriguez

U.S. Securities and Exchange Commission

January 27, 2020

Page 3

If you have any questions or comments on this letter, please direct them to our Controller, Richard M. Thomas at (972) 855-3748, or in his absence, to me at (972) 855-3214.  Thank you for your attention.

Sincerely,

/s/ CHRISTOPHER T. FORSYTHE

Christopher T. Forsythe

Senior Vice President and

Chief Financial Officer

cc:  Ms. Yong Kim

       U.S. Securities and Exchange Commission

January 21, 2020
Christopher T. Forsythe
Senior Vice President and Chief Financial Officer
Atmos Energy Corporation
1800 Three Lincoln Centre
5430 LBJ Freeway
Dallas, Texas 75240
Re:Atmos Energy Corporation
Form 10-K for the Fiscal Year Ended September 30, 2019
Filed November 12, 2019
File No. 001-10042
Dear Mr. Forsythe:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 30, 2019
Selected Financial Data, page 21
1.Please label “Contribution Margin” as a non-GAAP measure and present the disclosures
and reconciliation required by Item 10(e)(1)(i) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 25
2.Please present a reconciliation for your contribution margin non-GAAP measure.  In
doing so, reconcile this measure to the most directly comparable GAAP measure of gross
margin.  If you do not believe gross margin that includes depreciation and amortization is
the most directly comparable GAAP measure, please tell us why in your response.  Refer
to Item 10(e)(1)(i)(B) of Regulation S-K.

 FirstName LastNameChristopher T. Forsythe
 Comapany NameAtmos Energy Corporation
 January 21, 2020 Page 2
 FirstName LastName
Christopher T. Forsythe
Atmos Energy Corporation
January 21, 2020
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Yong Kim, Staff Accountant, at 202-551-3323 or Gus Rodriguez,
Accounting Branch Chief, at 202-551-3752 with any questions.

Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

Mail Stop 3561
March 27, 2018

Christopher T. Forsythe
Chief Financial Officer
Atmos Energy  Corporation
Three Lincoln Centre, Suite 1800
5430 LBJ Freeway
Dallas, TX 75240

Re: Atmos  Energy  Corporation
Form 10 -K for the Fis cal Year Ended September 30, 2017
Filed November 13, 2017
File No. 1-10042

Dear Mr. Forsythe :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the  accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
 Office of Consumer Products

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March 26, 2018

By: EDGAR Transmission - Correspondence Filing

Mr. William H. Thompson

Accounting Branch Chief

Office of Consumer Products

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:    Atmos Energy Corporation

Form 10-K for the Fiscal Year ended September 30, 2017

Response Dated March 13, 2018

File No. 1-10042

Dear Mr. Thompson:

We are responding to your letter dated March 19, 2018, commenting on our response dated March 13, 2018 to your comment letter dated March 5, 2018.  We have repeated your comment from such letter below, followed by our response to the comment in bold print.  We intend to comply with the comment in all future filings, as applicable.

Form 10-K for the Fiscal Year Ended September 30, 2017

Management's Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Financial Measure, page 25

1.

 We note your response to comment 1. Please tell us how your presentation of "net revenues" complies with Item 10(e)(1)(ii)(E) of Regulation S-K, which prohibits using titles for non-GAAP measures that are the same as, or confusingly similar to, titles or descriptions used for GAAP financial measures.

In our prior response, we proposed to replace the term "gross profit" with "net revenues" as the non-GAAP financial measure we use to help measure and analyze our financial performance because it is commonly used in the utility industry.  To comply with Item 10(e)(1)(ii)(E) of Regulation S-K, we will replace the term “gross profit” with "contribution margin" in future filings and earnings releases.  The following statement is indicative of the

Mr. William H. Thompson

U.S. Securities and Exchange Commission

March 26, 2018

Page 2

disclosure that we may include regarding contribution margin, a non-GAAP financial measure:

Our operations are affected by the cost of natural gas.  The cost of gas is passed through to our customers without markup and includes commodity price, transportation, storage, injection and withdrawal fees and settlements of financial instruments used to mitigate commodity price risk.  These costs are reflected in the income statement as purchased gas cost.  Therefore, increases in the cost of gas are offset by a corresponding increase in revenues.  Accordingly, we believe contribution margin, a non-GAAP financial measure defined as operating revenues less purchased gas cost, is a better indicator of our financial performance than operating income as it provides a useful and more relevant measure to analyze our financial performance.  Further, the term contribution margin is not intended to represent operating income, the most comparable GAAP financial measure, as an indicator of operating performance and is not necessarily comparable to similarly titled measures reported by other companies.

If you have any questions or comments on this letter, please direct them to our Controller, Richard M. Thomas at (972) 855-3748, or in his absence, to me at (972) 855-3214.  Thank you for your attention.

Sincerely,

/s/ CHRISTOPHER T. FORSYTHE

Christopher T. Forsythe

Senior Vice President and

Chief Financial Officer

cc:  Mr. Scott Stringer

       U.S. Securities and Exchange Commission

       Ms. Donna Di Silvio

       U.S. Securities and Exchange Commission

Mail Stop 3561
March 19, 2018

Christopher T. Forsythe
Chief Financial Officer
Atmos Energy  Corporation
Three Lincoln Centre, Suite 1800
5430 LBJ Freeway
Dallas, TX 75240

Re: Atmos  Energy  Corporation
Form 10 -K for the Fis cal Year Ended September 30, 2017
Response Dated March 13, 2018
File No. 1-10042

Dear Mr. Forsythe :

We have reviewed  your March 13, 2018 response to our comment letter and have the
following comment.  In our comment , we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our March 5,
2018 letter .

Form 10 -K for the Fiscal Year Ended September 30, 2017

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Financial Measure, page 25

1. We note your response to comment 1 .  Please tell us how your proposed presentation of
"net revenues" complies with Item 10(e)(1)(ii)(E) of Regulation S -K, which prohibits
using titles for non -GAAP measures that are the same as, or confusingly similar to, titles
or descriptions used for GAA P financial measures.

 Christopher T. Forsythe
 Atmos Energy  Corporation
 March 19, 2018
 Page 2

 You may contact Scott Stringer, Staff Accountant, at (202) 551 -3272 or Donna Di Silvio,
Staff Accountant, at (202) 551 -3202 if you have questions regarding our comments.  Please
contact me at (202) 551 -3344 with any other questions.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
 Office of Consumer Products

CORRESP
1
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		Document

March 13, 2018

By: EDGAR Transmission - Correspondence Filing

Mr. William H. Thompson

Accounting Branch Chief

Office of Consumer Products

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:    Atmos Energy Corporation

Form 10-K for the Fiscal Year ended September 30, 2017

Filed November 13, 2017

Form 8-K Filed February 6, 2018

File No. 1-10042

Dear Mr. Thompson:

We are responding to your letter dated March 5, 2018, commenting on our most recent Form 10-K filed with the Commission as well as on our Form 8-K filed on February 6, 2018.  We have repeated your comments from such letter below, followed by our response to the comments in bold print.  We intend to comply with the comments in all future filings, as applicable.

Form 10-K for the Fiscal Year Ended September 30, 2017

Management's Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Financial Measure, page 25

1.

 Please tell us how your presentation of "gross profit" complies with Item 10(e)(1)(ii)(E)

of Regulation S-K, which prohibits using titles for non-GAAP measures that are the same as, or confusingly similar to, titles or descriptions used for GAAP financial measures.

We referenced the non-GAAP measure “gross profit” and included its computation in our filing to better discuss and analyze our financial performance.  To better distinguish this non-GAAP measure from similar terms, we will revise the term “gross profit” to “net revenues” in future filings and earnings releases.  The following statement is indicative of the disclosure that we may include regarding net revenues, a non-GAAP measure:

Mr. William H. Thompson

U.S. Securities and Exchange Commission

March 13, 2018

Page 2

Our operations are affected by the cost of natural gas.  The cost of gas is passed through to our customers without markup and includes commodity price, transportation, storage, injection and withdrawal fees and settlements of financial instruments used to mitigate commodity price risk.  These costs are reflected in the income statement as purchased gas cost.  Therefore, increases in the cost of gas are offset by a corresponding increase in revenues.  Accordingly, we believe net revenues, a non-GAAP financial measure defined as operating revenues less purchased gas cost, is a better indicator of our financial performance than operating income as it provides a useful and more relevant measure to analyze our financial performance.  Further, the term net revenues is not intended to represent operating income, the most comparable GAAP measure, as an indicator of operating performance and is not necessarily comparable to similarly titled measures reported by other companies.

Form 8-K filed February 6, 2018

2.

 To avoid placing undue prominence on gross profit, a non-GAAP measure, your discussion on page 2 should include a similar discussion and analysis of the comparable GAAP measure in a location with equal or greater prominence. Your tabular disclosure of the non-GAAP measure on page 5 should be preceded with an equally prominent tabular disclosure of the comparable GAAP measure.  In this regard, please show operating revenues and purchased gas cost in deriving the non-GAAP measure.  Please review the guidance in our Compliance and Disclosure Interpretations issued on May 17, 2016, specifically question 102.10, when preparing your next earnings release.  Reference is made to Item 2.02, Instruction 2, of Form 8-K and the requirements of paragraph (e)(l)(i) of Item 10 of Regulation S-K.

To avoid placing undue prominence on net revenues, a non-GAAP financial measure, in future earnings releases furnished as exhibits to Form 8-K filings, we will begin our discussion of results with a discussion of operating income rather than net revenues.  Further, we will provide the operating revenues and purchased gas costs used in deriving net revenues in our tabular disclosures in all future earnings releases furnished as exhibits to Form 8-K filings.

Mr. William H. Thompson

U.S. Securities and Exchange Commission

March 13, 2018

Page 3

If you have any questions or comments on this letter, please direct them to our Controller, Richard M. Thomas at (972) 855-3748, or in his absence, to me at (972) 855-3214.  Thank you for your attention.

Sincerely,

/s/ CHRISTOPHER T. FORSYTHE

Christopher T. Forsythe

Senior Vice President and

Chief Financial Officer

cc:  Mr. Scott Stringer

       U.S. Securities and Exchange Commission

       Ms. Donna Di Silvio

       U.S. Securities and Exchange Commission

Mail Stop 3561
March 5 , 2018

Christopher T. Forsythe
Chief Financial Officer
Atmos Energy  Corporation
Three Lincoln Centre, Suite 1800
5430 LBJ Freeway
Dallas, TX 75240

Re: Atmos  Energy  Corporation
Form 10 -K for the Fis cal Year Ended September 30, 2017
Filed November 13, 2017
Form 8-K Filed February 6, 2018
File No. 1-10042

Dear Mr. Forsythe :

We have limited our review of your filings to the financial statements and related
disclosures 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments .

Form 10 -K for the Fiscal Year Ended September 30, 2017

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Financial Measure, page 25

1. Please tell us how your presentation of “gross profit” complies with Item 10(e)(1)(ii)(E)
of Regulation S -K, which prohibits using titles for non -GAAP measures that are the same
as, or confusingly similar to, titles or descriptions used for GAAP financial  measures.

Form 8 -K filed February 6, 2018

2. To avoid placing undue prominence on gross profit, a non -GAAP measure, your
discussion on page 2 should include a similar discussion and analysis of the comparable

 Christopher T. Forsythe
 Atmos Energy  Corporation
 March 5, 2018
 Page 2

 GAAP measure in a location with equal or greater prominence. Your tabular disclosure of
the non-GAAP measure on page 5 should be preceded with an equally prominent tabular
disclosure of the comparable GAAP measure.  In this regard, please show operating
revenues and purchased gas cost in deriving the non -GAAP measure.  Please review the
guidance in our Compliance and Disclosure Interpretations  issued on May 17, 2016,
specifically question 102.10, when preparing your next earnings release.  Reference is
made to Item 2.0 2, Instruction 2, of Form 8 -K and the requirements of paragraph (e)(1)(i)
of Item 10 of Regulation S -K.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comme nts, action or absence of
action by the staff.

You may contact Scott Stringer, Staff Accountant, at (202) 551 -3272 or Donna Di Silvio,
Staff Accountant, at (202) 551 -3202 if you have questions regarding our comments.  Please
contact me at (202) 551 -3344  with any other questions.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
 Office of Consumer Products

Mail Stop 3561

May 25 , 2017

Christopher T. Forsythe
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, 2016
Filed November 14, 2016
File No. 1 -10042

Dear Mr. Forsythe :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
Office of Consumer Products

CORRESP
1
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		Document

Mr. William H. Thompson

U.S. Securities and Exchange Commission

May 23, 2017

Page 1

May 23, 2017

By: EDGAR Transmission - Correspondence Filing

Mr. William H. Thompson

Accounting Branch Chief

Office of Consumer Products

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:    Atmos Energy Corporation

Form 10-Q for the Quarterly Period Ended March 31, 2017,

Response Dated May 4, 2017

File No. 1-10042

Dear Mr. Thompson:

We are responding to your letter dated May 17, 2017, commenting on our response dated May 4, 2017 to your comment letter dated May 2, 2017.  We have repeated your comment from such letter below, followed by our response to the comment in bold print.  We intend to comply with the comment in all future filings, as applicable.

Form 10-Q for the Quarterly Period March 31, 2017

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Distribution Segment, page 37

1.

 We note your disclosure on page 38 that you believe gross profit is a better indicator of your financial performance than revenues since increases in the cost of gas are offset by a corresponding increase in revenues.  In future filings, please disclose that gross profit is a non-GAAP financial measure and why management believes the non-GAAP measure provides useful information to investors.  Refer to Item 10(e) of Regulation S-K.

Beginning with our Form 10-Q for the three and nine months ended June 30, 2017, we will disclose that gross profit is a non-GAAP financial measure.  We are also mindful of the additional disclosure requirements relating to the use of non-GAAP

Mr. William H. Thompson

U.S. Securities and Exchange Commission

May 23, 2017

Page 2

financial measures, as set forth in Item 10(e) of Regulation S-K.  The disclosures in our future filings that use any such financial measures will be prepared in accordance with such requirements, including the requirement in Item 10(e)(1)(i)(C) that a statement be included disclosing the reasons why management believes that presentation of the non-GAAP financial measure provides useful information to investors.  The following statement is indicative of the disclosure that we may include regarding gross profit:

We calculate gross profit as operating revenues less purchased gas cost.  This net amount is considered a non-GAAP financial measure. Management uses this financial measure because operating revenues include the cost of purchased gas, which is a tracked cost that is passed through to our customers without markup under purchased gas cost adjustment mechanisms. Accordingly, we believe that gross profit provides investors a useful and more relevant measure to analyze our financial performance than operating revenues because purchased gas cost does not impact our operating income.

To facilitate the reconciliation between gross profit and GAAP operating revenues, we will include operating revenues and purchased gas cost in the tables included in our financial highlights within Management's Discussion and Analysis in all our future Form 10-K and 10-Q filings.

If you have any questions or comments on this letter, please direct them to our Controller, Richard M. Thomas at (972) 855-3748, or in his absence, to me at (972) 855-3214.  Thank you for your attention.

Sincerely,

/s/ CHRISTOPHER T. FORSYTHE

Christopher T. Forsythe

Senior Vice President and

Chief Financial Officer

cc:  Mr. Anthony W. Watson

       U.S. Securities and Exchange Commission

       Mr. Scott Anderegg

       U.S. Securities and Exchange Commission

       Ms. Mara Ransom

       U.S. Securities and Exchange Commission

Mail Stop 3561

May 17, 2017

Christopher T. Forsythe
Chief Financial Officer
Atmos Energy Corporation
Three Lincoln Centre, Suite 1800
5430 LBJ Freeway
Dallas, Texas 75240

Re: Atmos  Energy Corporation
  Form 10-Q for the Quarterly Period  Ended March 31, 2017
Response Dated May 4 , 2017
File No s. 1-10042

Dear Mr. Forsythe :

We have reviewed  your May 4 , 2017 response to our comment letter and have the
following comment .  In our comment , we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe  our
comment applies  to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in ou r May 2 , 2017
letter .

Form 10 -Q for the Quarterly Period March 31, 2017

Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations
Distribution Segment, page 37

1. We note your disclosure on page 38 that you believe gross profit is a better indicator of
your financial performance than revenues since increases in the cost of gas are offset by a
corresponding increase in revenues.  In future filings, please disclose th at gross profit is a

Christopher T. Forsythe
Atmos Energy Corporation
May 17, 2017
Page 2

 non-GAAP financial measure and why management believes the non -GAAP measure
provides useful information to investors.  Refer to Item 10(e) of Regulation S -K.

You may contact Tony Watson, Accountant, at (202) 551 -3318 or me at (202) 55 1-3344
with any  questions .

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
Office of Consumer Products

CORRESP
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		Document

Mr. William H. Thompson

U.S. Securities and Exchange Commission

May 4, 2017

Page 1

May 4, 2017

By: EDGAR Transmission - Correspondence Filing

Mr. William H. Thompson

Accounting Branch Chief

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:    Atmos Energy Corporation

Form 10-K for the Fiscal Year ended September 30, 2016,

Filed November 14, 2016

File No. 1-10042

Dear Mr. Thompson:

We are responding to your letter dated May 2, 2017, commenting on our most recent Form 10-K filed with the Commission.  We have repeated your comment from such letter below, followed by our response to the comment in bold print.  We intend to comply with the comment in all future filings, as applicable.

Consolidated Statements of Income, page 47

1.

 Please tell us your basis for presenting gross profit.  In this regard, we note you exclude depreciation and amortization and operating and maintenance costs from gross profit. To avoid placing undue emphasis on cash flow, depreciation and amortization should not be positioned in the income statement in a manner which results in reporting a figure for income before depreciation. Refer to ASC 225-10-S99-8.

We reviewed the guidance in ASC 225-10-S99-8 and as a result, we will remove the subtotal “Gross profit” appearing in the income statements in our Financial Information and Supplementary Data in all our future Form 10-K and Form 10-Q filings, beginning with our Form 10-Q for the three and six months ended March 31, 2017.

Mr. William H. Thompson

U.S. Securities and Exchange Commission

May 4, 2017

Page 2

If you have any questions or comments on this letter, please direct them to our Controller, Richard M. Thomas at (972) 855-3748, or in his absence, to me at (972) 855-3214.  Thank you for your attention.

Sincerely,

/s/ CHRISTOPHER T. FORSYTHE

Christopher T. Forsythe

Senior Vice President and

Chief Financial Officer

cc:  Mr. Anthony W. Watson

       U.S. Securities and Exchange Commission

       Mr. Scott Anderegg

       U.S. Securities and Exchange Commission

       Ms. Mara Ransom

       U.S. Securities and Exchange Commission

Mail Stop 3561

May 2, 2017

Bret J. Eckert
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 , 2016
Filed Nov ember  14, 2016
File No. 1-10042

Dear Mr. Eckert :

We have reviewed your filing an d have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment appl ies to your facts and circums tances, please tell us why in your response.

After reviewing your response to this comment, we may have  additional comments.

Consolidated Statements of Income, page 47

1. Please tell us your basis for presenting gross profit.  In this regard, we note you exclude
depreciation and amortization and operating and maintenance costs from gross profit.  To
avoid placing undue emphasis on cash flow,  depreciation and amortization sh ould not be
positioned in the income statement in a manner which results in reporting a figure for
income before depreciation.  Refer to ASC 225 -10-S99-8.

We remind you that the company and its management are responsible for the accuracy
and adequacy of  their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Tony Watson,  Accountant, at (202) 551 -3318 if you have questions
regarding comments on the financial statements and related matters.  Pleas e contact Scott

Bret J. Eckert
Atmos Energy Corporation
May 2, 2017
Page 2

 Anderegg  (Staff Attorney) at (202) 551 -3342  or Mara Ransom ( Assistant Director) at (202) 551 -
3264  or me at (202) 551 -3344  with any other questions .

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
Office of Consumer Products

February 12, 2015

Via E-mail
Bret J. Eckert
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 Fiscal Year Ended September 30, 2014
Filed November 6, 2014
File No. 1 -10042

Dear Mr. Eckert :

We have comp leted our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securitie s laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief

CORRESP
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		CorrespondenceFeb2015

February 9, 2015

By: EDGAR Transmission - Correspondence Filing

Mr. William H. Thompson

Accounting Branch Chief

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:    Atmos Energy Corporation

Form 10-K for the Fiscal Year ended September 30, 2014,

Filed November 6, 2014

File No. 1-10042

Dear Mr. Thompson:

We are responding to your letter dated February 3, 2015, commenting on our most recent Form 10-K filed with the Commission.  We have repeated your comment from such letter below, followed by our response to the comment in bold print.  We intend to comply with the comment in all future filings, as applicable.

Item 8. Financial Statements and Supplementary Data, page 46

Consolidated Statements of Income, page 49

1.

 Please quantify, on an absolute dollar basis, the revenue generated from sales of products, sales of services and other sales within your non-regulated businesses.  Additionally, please tell us what consideration you gave to separately disclosing revenues and cost of revenues for products, services and other pursuant to Rules 5-03(b)(1) and (2) of Regulation S-X for your non-regulated businesses.

Mr. William H. Thompson

U.S. Securities and Exchange Commission

February 9, 2015

Page 2

The table below provides our nonregulated revenues, by class, in accordance with Rule 5-03(b)(1) of Regulation S-X.

 2014

 2013

 2012

 Nonregulated revenues

 Percent of Consolidated Operating Revenues

 Nonregulated revenues

 Percent of Consolidated Operating Revenues

 Nonregulated revenues

 Percent of Consolidated Operating Revenues

 (In thousands)

Product revenues

 $

 2,050,580

 41.50%

 $

 1,568,462

 40.47%

 $

 1,330,815

 38.73%

Service revenues

Transportation

 $

 5,737

 $

 5,690

 $

 4,616

Other service revenues

 1,427

 3,956

 3,253

Total service revenues

 $

 7,164

 0.14%

 $

 9,646

 0.25%

 $

 7,869

 0.23%

Rental income

 $

 9,532

 0.19%

 $

 9,786

 0.25%

 $

 10,260

 0.30%

Other revenues

 $

 16

 —%

 $

 20

 —%

 $

 38

 —%

Total

 $

 2,067,292

 $

 1,587,914

 $

 1,348,982

Consolidated operating revenues

 $

 4,940,916

 $

 3,875,460

 $

 3,436,162

Product revenues represent the unregulated sale of natural gas to our Nonregulated segment's customers. Service revenues are earned through the transportation of gas and other services provided to the Nonregulated segment's customers. Rental income is derived from demand fees earned on proprietary storage and other facilities.

Rule 5-03(b) of Regulation S-X permits the aggregation of revenue classes if each class represents 10 percent or less of consolidated operating revenues.  Revenues earned by our Nonregulated segment from sales of natural gas to customers represented approximately 40 percent of consolidated operating revenues for each of the last three fiscal years.  However, other revenues earned by our Nonregulated segment, collectively, represented less than one percent of consolidated operating revenue.  Therefore, as permitted by Rule 5-03(b) of Regulation S-X, we combined all nonregulated revenue classes into one line item in our Consolidated Statements of Income.

Applicable costs of revenues are reported as Purchased gas cost for the Nonregulated segment.  The costs associated with sales of natural gas to customers exceeded 10 percent of consolidated purchase gas cost for each of the last three fiscal years.  The costs associated with the remaining revenue classes, collectively, represented less than 10 percent of consolidated purchase gas cost.  Therefore, as required by Rule 5-03(b), we combined all

Mr. William H. Thompson

U.S. Securities and Exchange Commission

February 9, 2015

Page 3

nonregulated purchase gas costs into one line item in our Consolidated Statements of Income.

We continue to monitor the components of our revenues and cost of sales and will include additional disclosure, as required by Rule 5-03(b)(1) of Regulation S-X, if the 10 percent threshold is met.

Atmos Energy Corporation acknowledges that (i) we are responsible for the adequacy and accuracy of the disclosure in the filing; (ii) 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 (iii) we may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions or comments on this letter, please direct them to me at (972) 855-3236 or in my absence, our Controller, Chris Forsythe at (972) 855-3214.  Thank you for your attention.

Sincerely,

/s/ BRET J. ECKERT

Bret J. Eckert

Senior Vice President and

Chief Financial Officer

cc:  Mr. Anthony W. Watson

       U.S. Securities and Exchange Commission

February  3, 2015

Via E-mail
Bret J. Eckert
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 Fiscal Year Ended September 30, 2014
Filed November 6 , 2014
File No. 1-10042

Dear Mr . Eckert :

We have reviewed your filing  and have the following comment.  In our comment , 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 advising us when you will provide the requested
response.   If you do not believe our co mment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing  and the information you provide in
response to this comment , we may have  addit ional comments.

Item 8. Financial Statements and Supplementary Data, page 46

Consolidated Statements of Income, page 49

1. Please quantify, on an absolute dollar basis, the revenue generated from sales of
products, sales of services and other sales within your non -regulated businesses.
Additionally, please tell us what c onsider ation you gave to  separately disclosing
revenues and cost of r evenues for products, services  and other  pursuant to Rules 5 -
03(b)(1) and (2) of Regulation S -X for your no n-regulated businesses .

We urge all persons who are responsible for the 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 rule s require.   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.

Bret J. Eckert
Atmos Energy Corporation
February  3, 2015
Page 2

 In responding to our comment , please provide  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 comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Tony Watson, Acc ountant,  at (202) 551 -3318  if you have questions
regarding our comment .  Please contact me at (202) 551 -3344  with any other questions.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief

February 3, 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 completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include the
information the Securities Exchange Act of  1934 and all applicable rules require.

       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

CORRESP
1
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Correspondence Letter

 February 1, 2012

 By: EDGAR Transmission –

 Correspondence Filing

Mr. William H. Thompson

 Accounting
Branch Chief

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549

Re:
Atmos Energy Corporation

Form 10-K for the Fiscal Year ended September 30, 2011,

Filed November 22, 2011

File No. 1-10042

 Dear
Mr. Thompson:

 We are responding to your letter dated January 24, 2012, commenting on our most recent Form 10-K filed with the
Commission. We have keyed our responses to your comments by repeating below each comment contained in your letter, followed by our response to each such comment in bold print. We intend to comply with the comments in all future filings, as
applicable.

 Form 10-K for the Fiscal Year Ended September 30, 2011

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 34

Results of Operations, page 39

Consolidated Results, page 41

1.
 We note your disclosure that historically your regulated operations contributed 65 to 85 percent to your consolidated net income, with 81 and 83
percent for fiscal years 2010 and 2009, respectively. We also note that regulated operations contributed 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 the total realized margins were $75,401, $121,881 and $149,997, in each case for fiscal years 2011, 2010 and 2009, respectively. If you expect asset
optimization revenues to contribute much less significantly to earnings and revenues going forward and for total nonregulated margins to be significantly less

 Mr. William H. Thompson

 United States Securities and Exchange Commission

 February 1, 2012

Page 2

than they have been historically, please 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/rules/interp/33-8350.htm.

 As noted in the table below, for
each of the last three fiscal years, asset optimization margins constituted less than five percent of consolidated gross profit. Additionally, in fiscal 2009-2010, our nonregulated operations contributed, on average, 18 percent to consolidated net
income. When fiscal 2011 results (which include two one-time impairment charges totaling $19.2 million, net of tax) are included, the three year average contribution from our nonregulated operations to net income is 11 percent.

Asset optimization margins as a percentage of consolidated gross profit:

2011

2010

2009

(000s, except as noted)

 Asset optimization margins

$
(3,424
)

$
43,805

$
52,507

 Consolidated gross profit

1,327,241

1,337,505

1,319,678

 Asset optimization percentage

-0.3
%

3.3
%

4.0
%

 Nonregulated net income as a percentage of consolidated net income:

2011

2010

2009

(000s, except as noted)

 Nonregulated net income

$
(7,532
)

$
38,404

$
33,115

 Consolidated net income

207,601

205,839

190,978

 Nonregulated net income percentage

-3.6
%

18.7
%

17.3
%

 At the time we filed our Annual Report on Form 10-K for the year ended September 30, 2011,
although we anticipated that asset optimization margins would become less of a contributor to our consolidated net income, 1) we believed those activities would continue to constitute less than five percent of our consolidated gross profit and 2) we
anticipated fiscal 2012 net income from nonregulated operations would approximate 13 percent of consolidated fiscal 2012 net income. Since both of these anticipated results did not materially differ from prior years, we reasonably believed a
discussion of future trends was unnecessary.

 Mr. William H. Thompson

 United States Securities and Exchange Commission

 February 1, 2012

Page 3

However, results for our nonregulated operations for the first quarter of fiscal 2012 were adversely affected by lower than expected
natural gas prices, and lower than expected delivered gas sales volumes due to unseasonably warm weather, particularly in December 2011, and a lack of basis differentials. As a result, we now anticipate results from our nonregulated operations will
be more consistent with those of fiscal 2011, excluding the impact of the aforementioned impairment charges in fiscal 2011. In future filings, beginning with our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2011, we
will address these developments and will expand our discussion and analysis to discuss trends that we reasonably expect will impact our nonregulated operations for the remainder of fiscal 2012 and beyond.

Nonregulated Segment, page 48

2.
We note your disclosure that the decrease in realized asset optimization margins is attributable to the unfavorable impact of weak natural gas market fundamentals.
Given the significance of the decrease in gross profit of the segment, please revise to describe the weak fundamentals in detail and the specific factors that caused the decrease.

The decrease in realized asset optimization margins between fiscal 2010 and fiscal 2011 reflects the adverse impact of weak natural gas
fundamentals. Historically high natural gas storage levels caused by increased domestic natural gas production and lower demand due to weak economic conditions have reduced price volatility and have compressed spot to forward spread values and
basis differentials over the last 18 months. These market conditions have reduced the gross profit Atmos Energy Holdings (AEH) can earn from its asset optimization activities and has caused AEH to rely more on capturing trading gains in the
daily cash market. During fiscal 2011, the fees paid for AEH’s storage capacity exceeded the gross profit earned from trading gains captured in the daily cash market. In the prior year, asset optimization margins reflected the
realization during the first and second fiscal quarters of fiscal 2010 arbitrage spreads that were captured during fiscal 2009, when spot to forward spread values were wider. As spot to forward spread values narrowed during the second half of
fiscal 2010, we were able to earn larger trading gains in the daily cash market compared with the current year.

 Mr. William H. Thompson

 United States Securities and Exchange Commission

 February 1, 2012

Page 4

In future filings, beginning with our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2011, we will expand
our discussion and analysis to include a more detailed discussion of the natural gas fundamentals that are impacting the results of our nonregulated operations.

 Atmos Energy Corporation acknowledges that (i) we are responsible for the adequacy and accuracy of the disclosure in the filings; (ii) staff comments or changes to disclosure in response to
staff comments do not foreclose the Commission from taking any action with respect to the filings; and (iii) we may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

 If you have any questions or comments on this letter, please direct them to our Controller, Chris Forsythe at
(972) 855-3214, or in his absence, to our Chief Financial Officer, Fred E. Meisenheimer, at (972) 855-3231. Thank you for your attention.

 Sincerely,

 /s/ LOUIS P. GREGORY

 Louis P. Gregory

 Senior Vice President and General Counsel

cc:
Ms. Yolanda Guobadia,

 U.S.
Securities and Exchange Commission

 Ms. Catherine Brown,

U.S. Securities and Exchange Commission

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

July 15, 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 completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

H. Christopher Owings
Assistant Director

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Correspondence

 June 28, 2010

By: EDGAR Transmission –

Correspondence Filing

 Mr. William
Thompson

 Branch Chief

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Washington, D.C. 20549

Re:
Atmos Energy Corporation

Form 10-K for the Fiscal Year ended September 30, 2009,

filed November 16, 2009

File No. 1-10042

Dear Mr. Thompson:

 We are responding to
your letter dated June 15, 2010, commenting on our response dated June 9, 2010 to your comment letter dated June 1, 2010 concerning our most recent Form 10-K and our two most recent Forms 10-Q filed with the Commission. We have keyed
our response to your comment by repeating below the comment contained in your letter, followed by our response to such comment. We intend to comply with the comment in all future filings, as applicable.

Form 10-K for the Fiscal Year Ended September 30, 2009

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

Results of Operations, page 40

Consolidated Results, page 41

1.
We reviewed your response to comment one in our letter dated June 1, 2010. Please tell us in detail how your previous method of estimating the tax rate at which
deferred taxes are projected to reverse in future periods complied with GAAP, and specifically the guidance in ASC 740-10-30-5. Further, please refer to ASC 250-10 and tell us your consideration as to whether the revision to the tax rates used to
record deferred taxes represents the correction of an error that existed in the prior period financial statements as opposed to a change in accounting estimate. In this regard, we note that by definition, changes in accounting estimates result from
the evaluation of new information and not a revised evaluation of information that existed at the previous balance sheet dates. Refer to the glossary at ASC 250-10-20. Please tell us what new information was available in the second quarter of fiscal
year 2009 that was not available at the previous balance sheet dates.

 Mr. William Thompson

United States Securities and Exchange Commission

June 28, 2010

  Page
 2

 As required by and in accordance with ASC 740-10-30-5, the Company has calculated and
recorded its deferred taxes separately for each tax-paying component. Prior to the second quarter of fiscal 2009, the Company used a 38 percent tax rate as the rate at which deferred taxes were projected to reverse in future periods. This rate was
based upon the Company’s historical consolidated effective rate. Annually, we also performed a test to determine if the 38 percent deferred tax rate for each jurisdiction continued to be appropriate. This test involved calculating a
consolidated tax rate by: (1) estimating the tax for each taxing jurisdiction, (2) summing the tax expense for each tax jurisdiction and (3) deriving an overall effective rate by dividing the sum of the tax expense calculated above by
consolidated income before income taxes.

 If the consolidated deferred tax rate derived from the annual test was not
materially different than the historical consolidated effective rate, we would not change the rate unless it became clearly apparent that the rate at which deferred taxes would reverse in future years had permanently changed through either
(1) a tax policy change that had been enacted, (2) an acquisition or (3) a lasting shift in the tax jurisdiction from which the Company’s taxable income is generated, which would directly impact the calculation of deferred taxes.
This third element of our policy is designed to help ensure that the tax rate expected to apply to the reversal of deferred taxes in future periods is not affected by short-term or temporary shifts in taxable income generated from different tax
jurisdictions.

 As noted in our previous response, the results of the Company’s annual test in fiscal 2008
indicated that the deferred tax rate may have permanently decreased despite the fact that the Company’s operating structure had not materially changed. Management considered this to be an unusual development and initiated a study to determine
the cause of the change, which was completed in the second quarter of fiscal 2009. Historically, approximately 65% of the Company’s net income has been generated in the second quarter of the fiscal year. Therefore, we believed performing this
study during that time period would provide an appropriate basis to determine if a similar result would occur for fiscal 2009.

 Mr. William Thompson

United States Securities and Exchange Commission

June 28, 2010

  Page
 3

 We concluded from the study that although our operating structure had not materially
changed, a significant shift in taxable income from our nonregulated business to our regulated business had occurred due primarily to declining sales volumes in our nonregulated business and successful execution of the Company’s regulatory
strategy. We also determined that this recent shift was more representative of the long-term view of the Company’s business, given that the Company’s regulatory strategy was not expected to significantly change and that the Company’s
nonregulated sales volumes would likely continue for the foreseeable future to be adversely impacted by the national economic recession and forecasts for a slow recovery.

We also concluded from the study that the process of estimating the tax rate at which deferred taxes would reverse in future periods
could be refined and made more efficient by calculating a deferred tax rate for each individual taxing jurisdiction, instead of continuing to follow our policy of applying a historical consolidated effective rate to each taxing jurisdiction and
testing the applied rate to confirm that it was still materially correct. This refinement eliminates the effect on the deferred tax rate applied to each taxing jurisdiction caused by the shift of pretax income from our nonregulated business to our
regulated business, which we believe results in a more accurate estimate of the tax rate at which deferred taxes are projected to reverse in future periods. Therefore, beginning in the second quarter of fiscal 2009, we began using this new refined
calculation to estimate our deferred tax rates.

 Accordingly, as a result of the evaluation of the new information
developed from the study that was not available at prior balance sheet dates, we consider the revision in our deferred tax rates to be a change in accounting estimate under ASC 250-10. The change in the deferred tax rates was a necessary consequence
arising from the results of the study completed during the second quarter of fiscal 2009, which provided new information about the present status and expected future benefits and obligations associated with our assets and liabilities.

 Atmos Energy Corporation acknowledges that (i) we are responsible for the adequacy and accuracy of the disclosure in our filings;
(ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to our filings; and (iii) we may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 Mr. William Thompson

United States Securities and Exchange Commission

June 28, 2010

  Page
 4

 If you have any questions or comments on this letter, please direct them to our Controller, Chris
Forsythe at (972) 855-3214, or in his absence, to me at (972) 855-3231. Thank you for your attention.

Sincerely,

/s/ Fred E. Meisenheimer

Fred E. Meisenheimer

Senior Vice President and Chief Financial Officer

cc:
Ms. Robyn Manuel

 U.S.
Securities and Exchange Commission

June 15, 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 Fiscal Ye ar Ended September 30, 2009
Filed November 16, 2009 File No. 001-10042
 Dear Mr. Meisenheimer:
 We have reviewed your response dated June  9, 2010 to our comment letter dated June 1,
2010 and have the following additional comment.  In our comment, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comment applies to your facts and circumstances, please tell us why in your response.
 After reviewing the information you provide in  response to this comment, we may have
additional comments.    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 reviewed your response to comment one in our letter dated June 1, 2010.  Please tell
us in detail how your previous method of estim ating the tax rate at which deferred taxes
are projected to reverse in future periods complied with GAAP, and specifically the
guidance in ASC 740-10-30-5.  Further, please refer to ASC 250-10 and tell us your
consideration as to whether th e revision to the tax rates used to record deferred taxes
represents the correction of an  error that existed in the pr ior period financial statements
as opposed to a change in accounting estimate.  In this regard, we note that by definition,
changes in accounting estimates  result from the evaluation of new information and not a

Fred E. Meisenheimer  Atmos Energy Corporation June 15, 2010 Page 2

revised evaluation of information that existed at the previous balance sheet dates.  Refer
to the glossary at ASC 250-10-20.  Please tell us what new information was available in
the second quarter of fiscal year 2009 that was not available at the previous balance
sheet dates.

You may contact Robyn Manuel at 202-551-3823 if you have questions regarding the
comment on the financial statements and rela ted matters.  Please contact me at 202-551-3344
with any other questions.
Sincerely,

William Thompson Branch Chief

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Correspondence

 June 9, 2010

By: EDGAR Transmission –

Correspondence Filing

 Mr. H.
Christopher Owings

 Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

 Mail Stop 3561

 Washington, D.C. 20549

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 Quarter Ended December 31, 2009,

filed February 3, 2010

Form 10-Q for the Fiscal Quarter Ended March 31, 2010,

filed May 6, 2010

File No. 1-10042

Dear Mr. Owings:

 We are responding to
your letter dated June 1, 2010, commenting on our most recent Form 10-K and our two most recent Forms 10-Q filed with the Commission. At your request, we have keyed our responses to your comments by repeating below each comment contained in
your letter, followed by our response to each such comment. We intend to comply with the comments in all future filings, as applicable.

Form 10-K for the Fiscal Year Ended September 30, 2009

Item 7. Management’s Discussion and Analysis of Financial Condition, 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

 Mr. H. Christopher Owings

United States Securities and Exchange Commission

June 9, 2010

  Page
 2

disclosure in Note 11 to the financial statements, we note that state taxes, net of federal benefit, resulted in a slight reduction in your effective tax rate in 2009, whereas in 2008 and 2007,
state taxes, net of federal benefit, 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.

 The $11.3 million
one-time tax benefit recorded in our fiscal 2009 second quarter was not related to a change in enacted tax rates. Instead, it related to an update in the calculation used to estimate the tax rate at which deferred taxes are projected to reverse in
future periods. The year-over-year difference in state taxes, net of the federal benefit, is entirely attributable to this one-time benefit.

As required by ASC 740-10-30-5, the Company calculates and records its deferred taxes separately for each tax-paying component.
Historically, the Company took the position that the consolidated entity was the sole tax-paying component, which yielded a consolidated rate of 38%. The Company’s policy had been to use the 38% rate unless the results of this annual test
yielded a materially different rate or an acquisition or tax policy change had occurred. Further, the Company’s policy contemplated that no adjustment would be made to the deferred tax rate based solely on a single annual test unless it became
overwhelmingly apparent that the rate at which deferred taxes would reverse in future years had permanently changed.

The results of the Company’s annual tests in recent years had indicated that the deferred tax rate may have permanently decreased
despite the fact that the Company’s operating structure had not materially changed. Management considered this an unusual development and initiated a study to determine if an alternative method of estimating the deferred tax rate would produce
a more accurate estimate of that rate.

 The study was completed in the second quarter of fiscal 2009. As a result of the
study, the Company revised the calculation used to estimate the deferred tax rate to reflect the enacted tax rates for each individual taxing jurisdiction for each legal entity comprising the consolidated entity. Although the revised calculation
resulted in a lower deferred tax rate, we believed the new calculation results in a more accurate measurement of the effect on the Company of the realization of a temporary item by a discrete legal entity.

 Mr. H. Christopher Owings

United States Securities and Exchange Commission

June 9, 2010

  Page
 3

 The Company considered the guidance found in ASC 740-10-35-4, which addresses the
accounting for a change in tax rates, and ASC 250-10-45-17, which addresses the accounting for a change in accounting estimate. Based upon our understanding of this authoritative accounting literature, the Company concluded that it was most
appropriate to recognize during the second quarter of fiscal 2009 the effect of the change in the deferred tax rate because the study had been completed during that quarter.

The Company prominently disclosed, in the executive summary to the Management’s Discussion and Analysis appearing on page 42 of
the Company’s Form 10-K for the fiscal year ended September 30, 2009, the impact of the one-time benefit on the Company’s net income. In applicable future filings, the Company will supplement this disclosure with additional discussion
regarding the cause of the one-time benefit substantially as follows:

 During the second quarter of fiscal 2009, the
Company completed a study of the calculations used to estimate its deferred tax rate, and concluded that revisions to these calculations to include more specific jurisdictional tax rates would result in a more accurate calculation of the tax rate at
which deferred taxes would reverse in the future. Accordingly, the Company modified the tax rate used to calculate deferred taxes from 38 percent to an individual rate for each legal entity. These rates vary from 36 – 41 percent depending on
the jurisdiction of the legal entity. As a result of this change, the Company recorded a one-time benefit of $11.3 million, or $0.12 per diluted share during the three months ended March 31, 2009.

Item 8. Financial Statements and Supplementary Data, page 65

Note 2. Summary of Significant 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.

As noted in our list of subsidiaries in Exhibit 21, we have two subsidiaries that are not wholly owned. Fifty percent of Legendary
Lighting, LLC is owned by a subsidiary of the Company, while twenty-eight percent of Unitary GH&C Products, LLC is owned by a subsidiary of the Company. As of and for the fiscal year ended September 30, 2009, the assets of Legendary
Lighting, LLC represented approximately 0.002% of our total

 Mr. H. Christopher Owings

United States Securities and Exchange Commission

June 9, 2010

  Page
 4

assets and its net income represented approximately 0.001% of our consolidated net income. Unitary GH&C Products, LLC had no assets as of September 30, 2009 and no operations for the
fiscal year ended September 30, 2009. Based on our evaluation of ASC 323-10-50-2 and Topic 1-M (formerly Staff Accounting Bulletin No. 99), we have determined these investments are immaterial and therefore the disclosures required by ASC
323-10-50-3 were excluded from our Form 10-K.

 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.

 In our future filings of Form 10-K, we will
include more disclosure in our note, Stock and Other Compensation Plans, on the dividend participation features, requisite service periods and performance conditions of our non-vested restricted stock awards substantially
similar to the following:

 Employees who are granted shares of time-lapse restricted stock under our 1998 Long-Term
Incentive Plan have a nonforfeitable right to dividends that are paid at the same rate at which they are paid on shares of stock without restrictions. In addition, employees who are granted shares of time-lapse restricted stock units under our 1998
Long-Term Incentive Plan have a nonforfeitable right to dividend equivalents that are paid at the same rate at which they are paid on shares of stock without restrictions. Both time-lapse restricted stock and time-lapse restricted stock units
contain only a service condition that the employee recipients render continuous services to the Company for a period of three years from the date of grant, except for accelerated vesting in the event of death, disability, change of control of the
Company or termination without cause (with certain exceptions). There are no performance conditions required to be met for employees to be vested in either the time-lapse restricted stock or time-lapse restricted stock units.

Employees who are granted shares of performance-based restricted stock units under our 1998 Long-Term Incentive Plan have a forfeitable
right to dividends that accrue at the same rate at which they are paid on shares of stock without restrictions. Dividends on the performance-based restricted stock units are paid in the form of shares upon the vesting of the award. Performance-based
restricted stock units contain a service

 Mr. H. Christopher Owings

United States Securities and Exchange Commission

June 9, 2010

  Page
 5

condition that the employee recipients render continuous services to the Company for a period of three years from the date of grant, except for accelerated vesting in the event of death,
disability, change of control of the Company or termination without cause (with certain exceptions) and a performance condition based on a cumulative earnings per share target amount.

Note 8. Retirement and Post-Retirement 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 alternative to how you can
calculate this item, and it has a direct effect on pension expense, we believe you should disclose how you determine this amount in accordance with ASC 235-10-50-3.

In our future filings of our Form 10-K, we will include a disclosure in our note, Summary of Significant Accounting
Policies, where we discuss the development of the key assumptions used to develop our pension expense, to show how we calculate the market-related value of plan assets substantially as described below:

The market-related value of our plan assets represents the fair market value of the plan assets, adjusted to smooth out short-term
market fluctuations over a five-year period. The use of this calculation will delay the impact of current period market fluctuations on the pension expense for the period.

Rule 13a-14(a)/15(d)-14(a) Certifications

5.
Please revise the wording of your certifications 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 regard, 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.

In our future filings, beginning with the filing of our Form 10-Q for the fiscal quarter ended June 30, 2010, we will revise the
language of our certifications under 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. Specifically, Paragraph 4(b) and the introductory language in paragraph 5 of
such certifications will be revised to read as follows:

 4. (b) Designed such internal control over
financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;

 Mr. H. Christopher Owings

United States Securities and Exchange Commission

June 9, 2010

  Page
 6

 5. The registrant’s other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 Atmos Energy Corporation acknowledges that (i) we are responsible for the adequacy and accuracy of the disclosure in our filings;
(ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to our filings; and (iii) we may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 If you have any questions or comments on
this letter, please direct them to our Controller, Chris Forsythe at (972) 855-3214, or in his absence, to our Chief Financial Officer, Fred E. Meisenheimer, at (972) 855-3231. Thank you for your attention.

Sincerely,

 /s/ Louis P. Gregory

Louis P. Gregory

Senior Vice President and General Counsel

cc:

Ms. Catherine Brown

U.S. Securities and Exchange Commission

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

]  [OK/WHT]

Mail Stop 3561                  September 18, 2008   John P. Reddy, Chief Financial Officer Atmos Energy Corporation Three Lincoln Centre, Suite 1800 5430 LBJ Freeway Dallas, Texas  75240
Re: Atmos Energy Corporation
Annual Report on Form 10-K for th e Year Ended September 30, 2007
Filed November 29, 2007  Definitive Proxy Statement on Schedule 14A Filed December 21, 2007  File No. 1-10042

Dear Mr. Reddy:
We have completed our review of your  annual report on Form 10-K and related
filings, and we have no further comments at this time.

        S i n c e r e l y ,             H. Christopher Owings         A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

SEC Correspondence

 [ATMOS ENERGY LETTERHEAD]

 August 26, 2008

 By: EDGAR Transmission –

 Correspondence Filing

 Mr. H. Christopher Owings

 Assistant Director

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 3561

 Washington, D.C. 20549

Re:
Atmos Energy Corporation

 Annual
Report on Form 10-K for the Year ended September 30, 2007

 Filed November 29, 2007

 Definitive Proxy Statement on Schedule 14A

 Filed December 21, 2007

 File No. 1-10042

 Dear Mr. Owings:

 We are responding to your letter dated August 12, 2008, commenting on our most recent Form 10-K and Definitive Proxy Statement filed with the Commission. At your request, we have keyed our responses to your
comments by repeating below each comment contained in your letter, followed by our response to each such comment.

 Annual Report on Form 10-K for the
Year Ended September 30, 2007

 Item 7. Management’s Discussion and Analysis of Financial Condition, page 32

1.
Please expand this section to discuss known material trends, demands, commitments, events, or uncertainties that will have, or are reasonably likely to have, a material impact on
your financial condition, operating performance, revenues, or income, or result in your liquidity decreasing or increasing in any material way. See Item 303 of Regulation S-K and SEC Release No. 33-8350. For example, we note that you have
not discussed in detail, if at all, how the recent escalation in certain commodity prices affects you. In future filings, please discuss in greater detail the trends and factors, such as this, that contribute to your overall financial position and
affect your operations.

 Mr. H. Christopher Owings

 United States Securities and Exchange Commission

 August 26, 2008

 Page 2

 We prepared our
Management’s Discussion and Analysis appearing in our Annual Report on Form 10-K for the fiscal year ended September 30, 2007 on an operating segment basis. For each operating segment, we provided an overview of the operating segment that
described known material trends, demands, commitments, events or uncertainties that did have or were reasonably likely to have, a material impact on each operating segment’s financial condition or results of operations. For example, in our
discussion of the overview of the natural gas distribution segment, we did describe the impact of higher natural gas costs, which are passed through to our customers under applicable regulations, on the financial condition and results of operations
of that operating segment. In future filings, we will expand our discussion, if applicable, of the material impact that natural gas price changes or any other known material trends, demands, commitments, events or uncertainties had or are reasonably
likely to have on the financial condition and results of operations of our operating segments.

 Item 9A. Controls and Procedures, page 117

 Management’s Evaluation of Disclosure Controls and Procedures, page 117

2.
You state that your disclosure controls and procedures were effective, and you state that your disclosure controls and procedures were designed to be effective at a reasonable
assurance level. Therefore, please confirm for us, and in future filings state, if true, that your disclosure controls and procedures were effective at the reasonable assurance level you discuss.

 We confirm that our disclosure controls and procedures were effective as of September 30, 2007, at the reasonable assurance level discussed in our
disclosure in Item 9A, Controls and Procedures, in our Annual Report on

 Form 10-K for the fiscal year ended September 30,
2007. We will revise our future filings to state, if true, that our disclosure controls and procedures are effective at such reasonable assurance level, as set forth in our response to Comment 4 below.

3.
 Also, it appears that you have separated your definition of disclosure controls and procedures. First, you state that your disclosure controls and procedures are
designed to provide reasonable assurance that information required to be disclosed by you in reports you file with us is recorded, processed, summarized, and reported within the time periods specified by our rules and forms. Second, you state that
your disclosure controls and procedures were effective in ensuring that information required to be disclosed by you in this annual report was accumulated and communicated to your management to allow timely decisions regarding required disclosure.
Both of these

 Mr. H. Christopher Owings

 United States Securities and Exchange Commission

 August 26, 2008

 Page 3

statements comprise the entire definition of disclosure controls and procedures. Therefore, please confirm for us, and revise in future filings to state, if
true, that your disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by you in reports you file with us is recorded, processed, summarized, and reported within the time periods
specified by our rules and that information required to be disclosed by you in your periodic reports is accumulated and communicated to your management, including your principal executive and financial officers, to allow timely decisions regarding
required disclosure.

 We confirm that our disclosure controls and procedures are designed to be effective at the
reasonable assurance level. Although it has always been our intention to disclose that our disclosure controls and procedures are designed at this level, we will be more explicit concerning such disclosure in our future filings. Accordingly, we will
revise our future filings to state, if true, that our disclosure controls and procedures are designed to provide such reasonable assurance, as set forth in our response to Comment 4 below.

4.
Further, where you state that your disclosure controls and procedures are effective at the reasonable assurance level, please either include no further definition of disclosure
controls and procedures if you have included the entire definition of disclosure controls and procedures elsewhere in your disclosure, or include the entire definition of disclosure controls and procedures after discussing whether your disclosure
controls and procedures are effective at the reasonable assurance level. For example, you may state that your disclosure controls and procedures are effective at the reasonable assurance level, or you may state that your disclosure controls and
procedure are effective at the reasonable assurance level to provide reasonable assurance that information required to be disclosed by you in reports you file with us is recorded, processed, summarized, and reported within the time periods specified
by our rules and that information required to be disclosed by you in your periodic reports is accumulated and communicated to your management, including your principal executive and financial officers, to allow timely decisions regarding required
disclosure.

 As discussed above in Comment 3, we will revise our future filings to state, if true, that our disclosure
controls and procedures are designed to be effective at the reasonable assurance level and in fact are effective at such level. Accordingly, if applicable, our disclosure in our Annual Report on Form 10-K for the fiscal year ended September 30,
2008 will read as follows:

 “We carried out an evaluation, as required by Rule 13a-15(e) under the Exchange Act, with the
participation of the Company’s principal executive officer and principal financial officer, of the effectiveness of the Company’s

 Mr. H. Christopher Owings

 United States Securities and Exchange Commission

 August 26, 2008

 Page 4

disclosure controls and procedures as of September 30, 2008. Based on this evaluation, the Company’s principal executive officer and principal
financial officer have concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2008 to provide reasonable assurance that information required to be disclosed by us, including our consolidated
entities, in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the Commission’s rules and forms and that such information is accumulated and
communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.”

 Definitive Proxy Statement on Schedule 14A

 Related Person Transactions, page 10

5.
We note that you have adopted written guidelines to identify any potential related person transactions between you and related persons. Please file these guidelines.

 We believe that our proxy statement disclosure under “Related Person Transactions” in our definitive proxy
statement dated December 21, 2007 sets out all material elements of our related person transactions guidelines in accordance with all requirements of Item 404(b) of Regulation S-K. We believe that our disclosure is comprehensive, including for
example the definitions of “related person transaction” and “related person,” and that the filing of such guidelines would not improve the disclosure and would not advance the understanding of investors concerning our
guidelines.

 Director Compensation, page 14

6.
Please disclose by footnote the grant date fair value of each equity award in all applicable director compensation tables. See Item 402(d)(2)(viii) of Regulation S-K.

 In fiscal 2007, the principal equity awards to our directors were granted on March 9, 2007 with a grant date fair
value of $31.35. The remainder of the awards granted were principally in the form of dividend equivalents payable on the cumulative equity holdings of the directors

 Mr. H. Christopher Owings

 United States Securities and Exchange Commission

 August 26, 2008

 Page 5

that were paid at the end of each calendar quarter. In all future filings where director compensation tables are required, we will disclose by footnote
the grant date fair value of each equity award in accordance with the instructions to Item 402(k)(2)(iii) and (iv) of Regulation S-K concerning director compensation.

 Compensation Discussion and Analysis, page 20

 Executive Compensation Consultant, page 21

7.
Please clarify whether your chief executive officer met with representatives of Towers Perrin regarding his compensation or the compensation of other named executive officers and
identify the members of management with whom Towers Perrin works, if any. Also, please describe in greater detail the nature and scope of Towers Perrin’s assignment and the material elements of the instructions or directions given to this
consultant regarding the performance of its duties. See Item 407(e)(3)(ii) and (iii) of Regulation S-K.

 Our
chairman, president and chief executive officer, Robert W. Best, met with representatives of Towers Perrin along with the members of the Human Resources Committee (the “Committee”) to review and discuss the compensation of all other named
executive officers. However, at no time did Mr. Best meet with representatives of Towers Perrin regarding his compensation. The only other executive officer of the Company who regularly works with Towers Perrin is Wynn D. McGregor, Senior Vice
President, Human Resources. In future filings, we will expand the discussion under “Management’s Role in Setting Executive Compensation” accordingly, if applicable.

 The Committee entered into a written agreement with Towers Perrin to act as its executive compensation advisor and directed Towers Perrin to
(i) regularly attend meetings of the Committee, (ii) conduct studies of competitive compensation practices and (iii) develop conclusions and recommendations related to the executive compensation plans of the Company for consideration
by the Committee. Specifically, the Committee instructed Towers Perrin to work with management of the Company as necessary to prepare reports and analyses on such matters as the (i) identification of peer group companies, (ii) assessment
of competitive compensation for non-employee directors, (iii) review of base salary, annual incentives, and long-term incentive compensation opportunities relative to competitive practices for executive compensation and (iv) discussion of
emerging issues and trends in executive compensation. In future filings, we will expand the discussion under

 Mr. H. Christopher Owings

 United States Securities and Exchange Commission

 August 26, 2008

 Page 6

“Executive Compensation Consultant” to discuss each of the material elements of the instructions or directions given with respect to the
performance of the executive compensation consultant’s duties under the engagement.

 Competitive Compensation Benchmarking, page 21

8.
We note that you benchmark all elements of compensation for your named executive officers against appropriate job matches from 13 public companies that you name with significant gas
distribution operations. Also, we note that you benchmark compensation for your named executive officers against a Towers Perrin survey of more than 90 gas and electric utility companies and an American Gas Association Executive Compensation Survey
of 60 companies with gas distribution operations. Please provide greater detail regarding these benchmarks and their components. Also, please disclose all of the component companies from the Towers Perrin and American Gas Association Executive
Compensation surveys you use in benchmarking compensation. See Item 402(b)(2)(xiv) of Regulation S-K.

 Our competitive
compensation benchmarking for the named executive officers was based primarily on the 13 companies identified as our proxy peer group. The compensation elements considered in the benchmarking were base salary, annual incentive compensation and
long-term compensation. The companies in the proxy peer group were selected because they represent those companies considered by the Committee to be the most comparable to the Company in terms of business operations, annual revenue, market
capitalization and overall financial performance. The companies in the proxy peer group are selected annually by the Committee, after its review of the recommendation of Towers Perrin.

 In order to supplement the executive compensation information derived from its study of the proxy peer group discussed above, the Committee also
considered executive compensation benchmarking from the Towers Perrin 2006 Energy Services Industry Executive Compensation Database. A listing of the component companies in this database is attached to this letter as Exhibit A. In future filings, we
will clarify our use of compensation benchmarking information and will include a listing of the component companies in this database if used for benchmarking purposes. The companies in this database represent a more diverse set of companies in the
energy services industry, including companies in the gas, nuclear and electric utilities industries. In order to adjust for size differences, Towers Perrin employed a statistical analysis based on relative total annual revenues to
determine competitive pay rates for our named executive officers based upon the data derived from all companies in the Towers Perrin database.

 Mr. H. Christopher Owings

 United States Securities and Exchange Commission

 August 26, 2008

 Page 7

 Using primarily the
proxy peer group compensation analysis, along with the Towers Perrin 2006 Energy Services Industry Executive Compensation Database discussed above, we determined the total targeted level of compensation for each named executive officer that
represented the 50th percentile level for each position. A named executive officer’s total compensation was considered competitive if his total targeted level of compensation fell within +/ - 15 percent of the 50th
percentile level amou

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

									May 18, 2006

Mr. John P. Reddy
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 Fiscal Year Ended September 30, 2005
			Filed November 18, 2005
Form 10-Q for Fiscal Quarter Ended December 31, 2005
			File No. 1-10042

Dear Mr. Reddy:

We have completed our review of your Form 10-K and related filings
and have no further comments at this time.

									Sincerely,

									George F. Ohsiek, Jr.

Branch Chief

July 6, 2006
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

								            March 13, 2006

Mr. John P. Reddy
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 Fiscal Year Ended September 30, 2005
			Filed November 18, 2005
Form 10-Q for Fiscal Quarter Ended December 31, 2005
			File No. 1-10042

Dear Mr. Reddy:

	We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your disclosures in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
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 provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Fiscal Year Ended September 30, 2005

Consolidated Statements of Cash Flows, page 66

1. Please tell us why you believe that cash flows relating to
interest rate derivatives hedging the forecasted issuance of debt
should be reflected as a component of financing cash flows, rather
than operating cash flows. In this regard, we assume that the item
being hedged is the cash flows associated with the interest
payments
on the debt to be issued.  Accordingly, we would expect the cash
flows associated with the interest rate derivatives to be
classified
as operating cash flows consistent with the interest payments on
the
hedged forecasted debt issuance.

Note 4. Goodwill and Intangible Assets, page 79

2. Please tell us what consideration was given to allocating a
portion of the purchase price for the TXU acquisition to
identifiable
intangibles.  Since a significant allocation of goodwill relates
to
your pipeline and storage segment, which includes both regulated
and
unregulated operations, please tell us how you determined that no
allocation to identifiable intangibles was required under SFAS
141.
In this regard it would be useful for us to understand the
specific
tangible and intangible assets acquired.

Item 9A.  Controls and Procedures, page 122

3. Please revise future filings to also state, if true, whether
the
same officers concluded the controls and procedures were effective
in
"ensuring that information required to be disclosed by an issuer
in
the reports that it files or submits under the Act is accumulated
and
communicated to the issuer`s management, including its principal
executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions
regarding
required disclosure."  See Exchange Act Rule 13a-15(e).
Alternatively, you may state management`s conclusion on the
effectiveness of internal controls, as defined by Exchange Act
Rule
13a-15(e) without explicitly stating what that definition is.

Form 10-Q for the Quarterly Period Ended December 31, 2005

Note 3. Derivative Instruments and Hedging Activities, page 9

4. Please tell us, in detail, why Gas Daily is a preferable index
to
Inside FERC and how changing the index used to mark-to-market your
physical commodity impacted your earnings for the quarter.  Please
also explain the timing of the change.  Paragraph 10(e) of EITF
02-3
requires that you disclose unrealized gains and losses recognized
as
a result of a change in valuation techniques or assumptions.
Please
advise.

	As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please furnish a response letter with your
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please file your response letter as a correspondence file
on
EDGAR.  Please understand that we may have additional comments
after
reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the 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 investment decision.  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 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 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 comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

	You may contact Staff Accountant Ta Tanisha Henderson at
(202)
551-3322 or me at (202) 551-3843 if you have questions regarding
comments on the financial statements and related matters.

		Sincerely,

		George F. Ohsiek, Jr.
	Branch Chief
Mr. John P. Reddy
Atmos Energy Corporation
March 13, 2006
Page 1

</TEXT>
</DOCUMENT>

CORRESP
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SEC Response Letter

 [ATMOS ENERGY LETTERHEAD]

 March 24, 2006

 By: EDGAR Transmission –

 Correspondence Filing

 Mr. George F. Ohsiek, Jr.

 Branch Chief

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 3561

 Washington, D.C. 20549

Re:
Atmos Energy Corporation

Form 10-K for Fiscal Year Ended September 30, 2005

Filed November 18, 2005

Form 10-Q for Fiscal Quarter Ended December 31, 2005

File No. 1-10042

 Dear
Mr. Ohsiek:

 We are responding to your letter dated March 13, 2006, commenting on our most recent Forms 10-K and 10-Q filed with the Commission.
At your request, we have keyed our responses to your comments by repeating below each comment contained in your letter, followed by our response to each such comment.

 Form 10-K for the Fiscal Year Ended September 30, 2005

 Consolidated
Statements of Cash Flows, page 66

1.
Please tell us why you believe that cash flows relating to interest rate derivatives hedging the forecasted issuance of debt should be reflected as a component of financing cash
flows, rather than operating cash flows. In this regard, we assume that the item being hedged is the cash flows associated with the interest payments on the debt to be issued. Accordingly, we would expect the cash flows associated with the interest
rate derivatives to be classified as operating cash flows consistent with the interest payments on the hedged forecasted debt issuance.

 Mr. George F. Ohsiek, Jr.

 United States Securities and Exchange Commission

 March 24, 2006

 Page 2

 During fiscal 2004, we entered into four Treasury lock agreements to fix the Treasury yield component of the interest
cost of financing associated with the-then anticipated issuance of $875 million of long-term debt subsequent to September 30, 2004.

 The associated long-term debt was issued on October 22, 2004, and we elected, in accordance with the terms of the Treasury lock agreements, to settle these agreements with a $43.8 million cash payment to the counterparties.

 We designated these Treasury lock agreements as cash flow hedges of an anticipated transaction and we deemed these agreements to be
highly effective. Accordingly, we recorded the loss associated with the settlement as a component of accumulated other comprehensive loss. In accordance with Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for
Derivative Instruments and Hedging Activities, we are amortizing this loss as a component of interest expense over the lives of the related financing, which range from 5-10 years.

 Paragraph 18 of SFAS No. 95, Statement of Cash Flows, defines a financing activity to include “borrowing money and
repaying amounts borrowed, or otherwise settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.” We consider the payments under the Treasury lock agreements to be directly related to
obtaining the long-term debt that was issued. Had these agreements not been in place, it could have affected the terms of the debt that was issued as well as the timing of the debt transactions. As noted above, these costs are being amortized as a
yield adjustment to the interest expense on the issued debt because they are directly associated with the terms of the obligations that were issued.

 We consider the Treasury lock settlement to be similar to other items which affect the yield or interest expense, such as debt premiums and discounts and deferred financing costs. In accordance with SFAS 95,
deferred financing costs are considered financing cash flows and are not classified on the balance sheet as a part of the related debt. Therefore, we believe classification of the Treasury lock settlement as a financing activity is appropriate and
consistent with existing guidance.

 Mr. George F. Ohsiek, Jr.

 United States Securities and Exchange Commission

 March 24, 2006

 Page 3

 Note 4. Goodwill and Intangible Assets, page 79

2.
Please tell us what consideration was given to allocating a portion of the purchase price for the TXU acquisition to identifiable intangibles. Since a significant allocation of
goodwill relates to your pipeline and storage segment, which includes both regulated and unregulated operations, please tell us how you determined that no allocation to identifiable intangibles was required under SFAS 141. In this regard it would be
useful for us to understand the specific tangible and intangible assets acquired.

 The TXU Gas operations we acquired are
regulated businesses engaged in the purchase, transmission, storage, distribution and sale of natural gas in the north-central, eastern and western parts of Texas. We also acquired a system consisting of 6,162 miles of gas transmission and gathering
lines and five underground storage reservoirs, all within Texas. We acquired no nonregulated operations in the TXU acquisition. The tangible assets that we acquired were summarized in our Form 10-K for the year ended September 30, 2005 on page
77.

 We allocated no portion of the purchase price for the TXU acquisition to identifiable intangible assets. As we are a regulated
entity, the ability to record and recover the cost of our assets is determined by a third party regulator. Historically, we have not been permitted by our regulators to allocate to or recover costs of intangible assets. Therefore, we have very few
identifiable intangible assets related to our regulated businesses.

 During our purchase price allocation process, we reviewed the
purchase agreement and other related agreements for identifiable intangible assets. Based upon our review of these documents and consultation with our legal department, who assisted with the negotiation of the terms of the acquisition, we concluded
there were no significant, separately identifiable intangible assets. Additional comments regarding common identifiable intangible assets are as follows:

•
Brand name – According to the terms of purchase agreement, we did not acquire the TXU Gas brand name. However, we did acquire one brand name that has not been in use
for over 10 years for which we had no plans to utilize. Accordingly, we assigned no value to this brand name.

 Mr. George F. Ohsiek, Jr.

 United States Securities and Exchange Commission

 March 24, 2006

 Page 4

•
Franchise agreements with municipalities - As noted above, the ability to recover these assets is governed by the rate of return allowed by our
regulators. Consistent with paragraph A10(b) of SFAS 141, Business Combinations, we believe the franchise agreements should not be treated as a separate asset from our regulated property, plant and equipment.

•
Customer relationships – Although we acquired an additional 1.5 million customers in the acquisition, these customers are not contractually committed to Atmos
Energy. Further, given the fact that our operations serve the general community, we believe this relationship does not represent a separately identifiable intangible asset.

 Our Atmos Pipeline – Texas Division (formerly TXU Gas Pipeline) does have contractual relationships with its pipeline customers. These customers
generally have one year supply agreements that provide the right, but not the obligation, to receive gas from the pipeline at market prices. Further, these contracts are interruptible as our Mid-Tex Division (the natural gas distribution operations
we acquired from TXU Gas) has first right to the gas transported on the pipeline to fulfill its obligations as a regulated distribution company. Based upon the short-term nature of the contracts, the fact that the contracts do not obligate our
customers to purchase natural gas, the fact that the contracts are at variable index prices and the fact that the contracts are interruptible, we believe there are no significant, separately identifiable intangible assets associated with these types
of contracts.

•
Supply contracts - Our Atmos Pipeline-Texas Division has a number of supply contracts with third parties for the purchase of natural gas. However, based upon our review of
SFAS 141, we believe these contracts do not represent significant identifiable intangible assets as these contracts are based upon variable index prices, which we believe approximate fair market value.

•
Rights of way - We considered whether to allocate a portion of the purchase price to rights of way that TXU Gas had owned on the October 1, 2004 acquisition date.
These rights of way were established as a part of our regulated rate base by the Texas Railroad Commission (TRC) in TXU Gas’ last rate filing, and in accordance with FERC accounting rules are classified as a part of our property, plant and
equipment. Consistent with paragraph A10(b) of SFAS 141, Business Combinations, we believe the franchise agreements should not be treated as a separate asset from our regulated property, plant and equipment.

 Mr. George F. Ohsiek, Jr.

 United States Securities and Exchange Commission

 March 24, 2006

 Page 5

 Item 9A. Controls and Procedures, page 122

3.
Please revise future filings to also state, if true, whether the same officers concluded the controls and procedures were effective in “ensuring that information required to be
disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required disclosure.” See Exchange Act Rule 13a-15(e). Alternatively, you may state management’s conclusion on the effectiveness of internal controls, as defined by Exchange Act
Rule 13a-15(e) without explicitly stating what that definition is.

 We will revise future filings to also state, if true,
whether the same officers concluded the disclosure controls and procedures were effective in ensuring that information we are required to disclose in reports that we file or submit under the Exchange Act is accumulated and communicated to our
management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

 Form 10-Q for the Quarterly Period Ended December 31, 2005

 Note 3. Derivative Instruments
and Hedging Activities, page 9

4.
Please tell us, in detail, why Gas Daily is a preferable index to Inside FERC and how changing the index used to mark-to-market your physical commodity impacted your earnings for
the quarter. Please also explain the timing of the change. Paragraph 10(e) of EITF 02-3 requires that you disclose unrealized gains and losses recognized as a result of a change in valuation techniques or assumptions. Please advise.

 Atmos Energy Marketing (AEM) has designated its physical natural gas inventory as the hedged item in a fair-value hedge in
accordance with SFAS 133. This physical inventory is hedged using derivative instruments (storage financials) that consist of short positions to sell the physical inventory in forward months.

 Two published prices commonly used to value physical natural gas are the Inside FERC (IFERC) and the Gas Daily (GDD). Both indices are published by
Platt’s, but they are determined differently. IFERC prices are published monthly and reflect an average trade price based upon a survey of actual buyers and sellers during the bid week trading process, which takes place

 Mr. George F. Ohsiek, Jr.

 United States Securities and Exchange Commission

 March 24, 2006

Page
6

 during the final five trading days during the
month. Most of the trading activity that drives the IFERC price ends three days before month end. GDD prices are obtained in a similar survey manner to IFERC. However, since these prices are published on a daily basis, the survey data includes the
prior day trading activity for each basis location. The forward month NYMEX futures, which are used to value the derivative instruments used to hedge our physical natural gas, trade until the final trading day of the month.

 Prior to October 1, 2005, AEM utilized IFERC to estimate the fair value of its natural gas inventory. However, from time to time, we noted
differences between IFERC and GDD caused by the fact the IFERC is the average over a week and is weighted toward the first three days of the trading period.

 Because the trading information used to determine GDD is gathered and reported on a daily basis, we believed the GDD posting was more representative of fair value on the last day of the month at our basis
locations. Therefore, we concluded that GDD was a more accurate and appropriate estimate of the fair value of our physical inventory positions. Accordingly, AEM began using GDD on October 1, 2005, which coincided with the beginning of our
fiscal year. On October 1, 2005, the difference between using IFERC and GDD was $3.2 million, before income tax effects, which we considered immaterial.

 We considered the change from IFERC to GDD pricing for recording our physical inventory at fair value a change in accounting estimate as defined in APB 20 “Accounting Changes”. Note
that since the change occurred on October 1, 2005, we relied upon the guidance of APB 20 rather than SFAS No. 154, “Accounting Changes and Error Corrections – A Replacement of APB No. 20 and SFAS
No. 3,” because we will not adopt SFAS 154 until October 1, 2006, the beginning of our next fiscal year.

 We noted the disclosure requirements for reporting a change in accounting estimate outlined in paragraph 33 of APB 20, including the recommendation to disclose material effects resulting from the change in estimate. However, as the
difference at October 1, 2005 was $3.2 million, before income tax effects, we believe the effect is immaterial for disclosure and represents a change made in the ordinary course of accounting. However, due to the impossibility of accurately
predicting future market volatility, we believed we should disclose that we changed the index upon which our estimate was based.

 Regarding the disclosure requirements of Paragraph 10(e) of EITF 02-3, we believe our physical natural gas inventory does not represent an “energy trading contract”. Therefore, as the disclosure requirement of Paragraph 10(e)
of EITF 02-3 pertains to energy trading contracts, we believe this guidance is not applicable.

 Mr. George F. Ohsiek, Jr.

 United States Securities and Exchange Commission

 March 24, 2006

 Page 7

 Atmos Energy Corporation acknowledges that (i) Atmos Energy is responsible for the adequacy and accuracy of the disclosure in the
filing; (ii) 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 (iii) Atmos Energy may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you have any questions or comments on this
letter, please direct them to our Controller, Fred Meisenheimer, at (972) 855-3231, or in his absence, to me, at (972) 855-3723. Thank you for your attention.

 Sincerely,

 /s/ J. PATRICK REDDY

J. Patrick Reddy

Senior Vice President and

Chief Financial Officer