EXHIBIT 10.1
                                                   ------------






May 3, 1995





Mr. Robert F. Stephens
Atmos Energy Corporation
P.O. Box 650205
Dallas, TX  75265

RE:  Amendment to August 8, 1991 Letter Agreement Regarding 
     Severance Benefits

Dear Mr. Stephens:

     Reference is hereby made to that certain letter agreement
amended and restated as of August 8, 1991 from Atmos Energy
Corporation (the "Company") to you (the "Severance Agreement"),
pursuant to which the Company agreed to provide certain severance
benefits to you in the event your employment with the Company is
terminated after a change in control of the Company as described
in the Severance Agreement.  The Company and you now desire to
amend the Severance Agreement and do, by execution hereof, agree
to amend, and do hereby amend, the Severance Agreement by
modifying the provisions contained in the first paragraph of
Section 3 of the Severance Agreement to read in its entirety as
follows:

     If your employment by the Company is terminated by the
     Company other than for cause or if you voluntarily
     terminate your employment within one hundred and eighty
     (180) days following the occurrence of any change in
     control as defined in Subsection 2(i) hereof (the
     "Evaluation Period"), you shall be entitled to the
     benefits provided in Subsection 4(iii) hereof upon such
     termination, unless such termination is because of
     death, Disability or Retirement.  If your employment by
     the Company is terminated after the Evaluation Period
     but during the term of this Agreement, you shall be
     entitled to the benefits provided in Subsection 4(iii)
     hereof upon such termination, unless such termination
     is (A) because of your death, Disability or Retirement,
     (B) by the Company for Cause, or (C) by you other than
     for Good Reason.





     Except as expressly modified herein, the Severance Agreement
is and shall remain in full force and effect in accordance with
its terms and provisions.  

     If this letter sets forth our agreement on the subject
matter hereof, please sign and return the enclosed copy of this
letter to the undersigned.

                                 Sincerely,

                                 ATMOS ENERGY CORPORATION



                                 By:  /s/ James F. Purser
                                    ----------------------------
                                          James F. Purser
                                    Executive Vice President and
                                      Chief Financial Officer


AGREED TO:


/s/ Robert F. Stephens
-----------------------------
Robert F. Stephens

Date:  5/30/95
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