ATMOS ENERGY CORP — Director's Dealing 2011

Feb 11, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ATMOS ENERGY CORP (ATO)
CIK: 0000731802
Period of Report: 2011-02-09

Reporting Person: CARDIN RICHARD W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-09	Common Stock	C	35053.52	—	Acquired	38553.52	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-09	Phantom Stock Units	$	A	3000	Acquired		Common Stock (3000)	Direct
2011-02-09	Phantom Stock Units	$	C	35053.52	Disposed		Common Stock (35053.52)	Direct

Footnotes

F1: Each unit of phantom stock is equivalent to one share of the Company's common stock.

F2: The phantom stock units were granted under the Atmos Energy Corporation Equity Incentive and Deferred Compensation Plan for Non-Employee Directors and are to be settled upon the reporting person's termination of service on the Company's Board.

F3: Includes 1,404 phantom stock units resulting from a dividend reinvestment feature of the Plan which were allocated to reporting person's account since March 5, 2010.

F4: Conversion to common stock and distribution thereof is being made under the Company's Equity Incentive and Deferred Compensation Plan for Non-Employee Directors upon reporting person's retirement from the Company's Board of Directors.