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(1)	Pursuant to Rule 416 under the Securities Act of 1933, this registration statement covers, in addition to the number of shares of common stock, no par value, stated above, such additional shares as may be issued as a result of the antidilution provisions of the registrant’s 1998 Long-Term Incentive Plan (the "Plan").

(2)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 (subsections (c) and (h)) under the Securities Act of 1933 on the basis of the average of the high and low prices of the registrant’s common stock as reported by the New York Stock Exchange on March 24, 2016.

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(1)	Our annual report on Form 10-K for the fiscal year ended September 30, 2015;

(2)	Our quarterly report on Form 10-Q for the fiscal quarter ended December 31, 2015;

(3)	Our current reports on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on October 1, 2015, November 4, 2015 (Item 5.02 only), February 5, 2016, February 29, 2016 and March 28, 2016;

(4)

The following pages and captioned text contained in our definitive proxy statement for the annual meeting of shareholders on February 3, 2016 and incorporated into our annual report on Form 10-K: pages 9 through 13 under the captions “Corporate Governance and Other Board Matters - Independence of Directors” and “- Related Person Transactions;” pages 14 through 17 under the captions “Corporate Governance and Other Board Matters - Committees of the Board of Directors,” “- Independence of Audit Committee Members, Financial Literacy and Audit Committee Financial Experts,” and “- Other Board and Board Committee Matters - Human Resources Committee Interlocks and Insider Participation;” page 19 through 25 under the caption “Proposal One - Election of Directors - Nominees for Director;” pages 25 to 28 under the caption “Director Compensation;” pages 29 to 31 under the caption “Beneficial Ownership of Common Stock;” page 41 under the caption “Proposal Four - Ratification of Appointment of Independent Registered Public Accounting Firm - Audit Committee Pre-Approval Policy;” page 45 under the caption “Human Resources Committee Report;” pages 46 through 59 under the caption “Compensation Discussion and Analysis;” and pages 60 through 75 under the caption “Named Executive Officer Compensation;” and

(5)	The description of Atmos Energy’s common stock contained in Atmos Energy’s registration statement on Form S-3ASR (File No. 333-210424), filed with the Commission on March 28, 2016, and any document filed that updates that description.

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•	for any breach of duty of loyalty to us or our shareholders,

•	for an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law,

•	for a transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director’s office,

•	for an act or omission for which the liability of a director is expressly provided by statute, or

•	for an act related to an unlawful stock repurchase or payment of a dividend.

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(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions described in Item 15, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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