SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):November 2, 1996
ATMOS ENERGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Texas 1-10042 75-1743247
(State or Other Juris- (Commission File (IRS Employer Identi-
diction of Incorporation) Number) fication No.)
1800 Three Lincoln Centre 75240
5430 LBJ Freeway (Zip Code)
Dallas, Texas
(Address of Principal Executive Offices)
Registrant's telephone number, including area code:
(972) 934-9227
Item 5. Other Events.
Atmos Energy Corporation, a Texas corporation ("Atmos") and
United Cities Gas Company, an Illinois and Virginia corporation
("United Cities") have entered into an agreement (the
"Agreement") with Southern Union Company, a Delaware corporation
("Southern Union") relating to all litigation and proceedings
among them arising from the proposed merger of United Cities with
and into Atmos and Southern Union's purported ownership of United
Cities common stock. Copies of the Atmos/United Cities joint
press release and of the Agreement are attached hereto as
exhibits and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release of Atmos Energy Corporation dated November 4, 1996.
99.2 Agreement dated November 2, 1996
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.
ATMOS ENERGY CORPORATION
Date: November 5, 1996 By: /s/ Robert F. Stephens
---------------------------------
Robert F. Stephens, President and
Chief Operating Officer