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: NICHOL PHILLIP E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-09	Common Stock	C	8909	—	Acquired	16909	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	8909	Disposed		Common Stock (8909)	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 1,830 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: Pursuant to a feature of the Equity Incentive and Deferred Compensation Plan for Non-Employee Directors, reporting person has elected to take distribution of the units in five annual installments upon retirement on February 9, 2011. This award represents the first installment.