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                                                                     EXHIBIT 4.1

                  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR
A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY
BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR ITS
NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.



                            ATMOS ENERGY CORPORATION

                          5 1/8% Senior Notes due 2013



No.  1                                                     CUSIP NO. 049560 AC 9



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                  Atmos Energy Corporation, a Texas and Virginia corporation
(herein called the "Company", which term includes any successor entity under the
Indenture, hereinafter defined), for value received, hereby promises to pay to
Cede & Co. or registered assigns the principal sum of TWO HUNDRED FIFTY MILLION
DOLLARS ($250,000,000) on January 15, 2013 (the "Maturity Date"), at the office
or agency of the Company referred to below, and to pay interest thereon from
January 16, 2003, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semiannually on January 15 and July
15 in each year (each, an "Interest Payment Date"), commencing July 15, 2003 at
5 1/8% per annum until the principal hereof is paid or duly provided for.

                  Any payment of principal or interest required to be made on a
day that is not a Business Day need not be made on such day, but may be made on
the next succeeding Business Day with the same force and effect as if made on
such day and no interest shall accrue as a result of such delayed payment.
Interest payable on each Interest Payment Date will include interest accrued
from and including January 16, 2003, or from and including the most recent
Interest Payment Date to which interest has been paid or duly provided for, as
the case may be, to but excluding such Interest Payment Date. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

                  The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture, be paid to
the person (the "Holder") in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the January 1
or July 1 (whether or not a Business Day) next preceding such Interest Payment
Date (a "Regular Record Date"). Any such interest not so punctually paid or duly
provided for ("Defaulted Interest") will forthwith cease to be payable to the
Holder on such Regular Record Date and either may be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a special record date (the "Special Record Date") for the
payment of such Defaulted Interest to be fixed by the Trustee (referred to
herein), notice whereof shall be given to the Holder of this Security not less
than ten days prior to such Special Record Date, or may be paid at any time in
any other lawful manner, all as more fully provided in the Indenture.

                  For purposes of this Security, "Business Day" means any day
that, in the city of the principal Corporate Trust Office of the Trustee and in
the City of New York, is neither a Saturday, Sunday, or legal holiday nor a day
on which banking institutions are authorized or required by law or regulation to
close.

                  Payment of the principal of (and premium, if any) and interest
on this Security will be made at the office or agency of the Company maintained
for that purpose in the Borough of Manhattan, the City of New York, or at such
other office or agency of the Company as may be maintained for such purpose, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. So long as this
Security remains in book-entry form, all payments of principal and interest will
be made by the Company in immediately available funds.




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                  Unless the certificate of authentication hereon has been duly
executed by the Trustee by manual signature, this Security shall not be entitled
to any benefit under the Indenture, or be valid or obligatory for any purpose.

                  This Security is one of a duly authorized series of securities
of the Company, designated as the 5 1/8% Senior Notes due 2013 (the
"Securities"), issued under an Indenture dated as of May 22, 2001, as it may be
supplemented from time to time (referred to herein as the "Indenture"), between
the Company and SunTrust Bank, as trustee (referred to herein as the "Trustee",
which term includes any successor trustee under the Indenture with respect to
the series of which this Security is a part). A reference is hereby made to the
Indenture for a statement of the respective rights, limitations of rights,
duties, obligations and immunities thereunder of the Company, the Trustee and
the Holders of the Securities, and of the terms upon which the Securities are,
and are to be, authenticated and delivered, except as otherwise provided herein.

                  The Securities are initially limited to $250,000,000 aggregate
principal amount. The Company may, at any time, without the consent of the
Holders of the Securities, create and issue additional securities having the
same ranking, interest rate, maturity and other terms as the Securities. Any
such additional securities shall be consolidated and form the same series of the
Securities having the same terms as to status, redemption and otherwise as the
Securities under the Indenture.

                  Events of Default. If an Event of Default shall occur and be
continuing, the principal of all the Securities may be declared due and payable
in the manner and with the effect provided in the Indenture.

                  Optional Redemption. The Securities will be redeemable, in
whole or in part, at the Company's option, at any time at a Redemption Price
equal to the greater of:

                  (a) 100% of the principal amount of the Securities to be
redeemed, or

                  (b) as determined by the Quotation Agent, the sum of the
present values of the Remaining Scheduled Payments of principal and interest on
the Securities to be redeemed discounted to the Redemption Date on a semi-annual
basis assuming a 360-day year consisting of twelve 30 day months at the Adjusted
Treasury Rate plus 15 basis points;

plus, in either case, accrued and unpaid interest on the principal amount of
Securities being redeemed to the Redemption Date.

                  "Adjusted Treasury Rate" means, for any Redemption Date, the
rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price of the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for that Redemption Date.

                  "Comparable Treasury Issue" means the United States treasury
security selected by the Quotation Agent as having a maturity comparable to the
remaining term of the Securities to be redeemed that would be used, at the time
of a selection and in accordance with customary






                                       3
<PAGE>

financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Securities.

                  "Comparable Treasury Price" means, for any Redemption Date,
the Reference Treasury Dealer Quotation for that Redemption Date.

                  "Quotation Agent" means the Reference Treasury Dealer
appointed by the Company.

                  "Reference Treasury Dealer" means Banc One Capital Markets,
Inc. and its successors; provided, however, if Banc One Capital Markets, Inc.
ceases to be a primary U.S. government securities dealer in New York City, the
Company will replace Banc One Capital Markets, Inc. as Reference Treasury Dealer
with an entity that is a primary U.S. government securities dealer in New York
City.

                  "Reference Treasury Dealer Quotation" means, with respect to
any Redemption Date, the average, as determined by the Trustee, of the bid and
asked prices for the Comparable Treasury Issue (expressed, in each case, as a
percentage of its principal amount) quoted in writing to the Trustee by the
Reference Treasury Dealer by 5:00 p.m. on the third business day preceding the
Redemption Date.

                  "Remaining Scheduled Payments" means, with respect to each
Security to be redeemed, the remaining scheduled payments of the principal and
interest on such Security that would be due after the related Redemption Date
but for such redemption; provided, however, that if such Redemption Date is not
an Interest Payment Date, the amount of the next succeeding scheduled interest
payment on such Security will be reduced by the amount of interest accrued on
such Security to such Redemption Date.

                  In the event that less than all of the Securities are to be
redeemed at any time, selection of such Securities for redemption will be made
by The Depository Trust Company ("DTC") during any period the Securities are
issued in the form of a global security registered in the name of DTC or a
nominee thereof; provided that during any period the Securities are issued in
certificated form, the selection of such Securities for redemption will be made
by the Trustee by lot or by such other method as the Trustee in its sole
discretion shall deem fair and appropriate. In no event shall Securities of a
principal amount of $1,000 or less be redeemed in part. Notice of redemption
shall be given by first-class mail, postage prepaid, mailed not less than 30 nor
more than 60 days before the Redemption Date, to each Holder of Securities to be
redeemed, at its address as shown in the Security Register. If the Securities
are to be redeemed in part only, the notice of redemption that relates to such
Securities shall state the portion of the principal amount thereof to be
redeemed. A new Security in a principal amount equal to the unredeemed portion
thereof will be issued in the name of the Holder thereof upon surrender for
cancellation of the original Security. On and after the Redemption Date,
interest will cease to accrue on Securities or portions thereof called for
redemption unless the Company defaults in the payment of the Redemption Price.

                  Sinking Fund. This Security does not have the benefit of any
sinking fund obligations.




                                       4
<PAGE>

                  Modification and Waivers; Obligations of the Company Absolute.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of each series. Certain limited amendments
may be effected under the Indenture at any time by the Company and the Trustee
without the consent of the Holders of the Securities. Certain other amendments
may only be effected under the Indenture with the consent of the Holders of not
less than a majority in aggregate principal amount of the Securities of such
series at the time Outstanding and affected thereby. The Indenture also contains
provisions permitting the Holders of not less than a majority in principal
amount of the Securities at the time Outstanding, on behalf of the Holders of
all Outstanding Securities, to waive compliance by the Company with certain
provisions of the Indenture. Furthermore, provisions in the Indenture permit the
Holders of not less than a majority in principal amount of the Outstanding
Securities of individual series to waive on behalf of all of the Holders of
Securities of such individual series certain past defaults under the Indenture
and their consequences. Any such consent or waiver by or on behalf of the Holder
of this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Security.

                  No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, place and rate, and
in the coin or currency, herein prescribed.

                  Defeasance and Covenant Defeasance. The Indenture contains
provisions for defeasance at any time of (a) the entire indebtedness of the
Company represented by this Security and (b) certain restrictive covenants and
the related Defaults and Events of Default, upon compliance by the Company with
certain conditions set forth therein, which provisions apply to this Security.

                  Authorized Denominations. The Securities are issuable only in
registered form, without coupons in denominations of $1,000 and any integral
multiple thereof.

                  Registration of Transfer or Exchange. As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
this Security is registrable on the Security Register of the Company, upon
surrender of this Security for registration of transfer at the office or agency
of the Company, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees. At the date of the original issuance of this Security such office
or agency of the Company is maintained by SunTrust Bank, Corporate Trust
Division, 25 Park Place, 24th Floor, Atlanta, GA 30303-2900.

                  As provided in the Indenture and subject to certain
limitations therein set forth, the Securities are exchangeable for a like
aggregate principal amount of Securities of a different authorized denomination,
as requested by the Holder surrendering the same.




                                       5
<PAGE>

                  No service charge shall be made for any registration of
transfer or exchange or redemption of Securities, but the Company may require
payment of a sum sufficient to pay all documentary, stamp or similar issue or
transfer taxes or other governmental charges payable in connection with any
registration of transfer or exchange.

                  Prior to the time of due presentment of this Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Security is registered as
the owner hereof for all purposes, whether or not this Security be overdue, and
neither the Company, the Trustee nor any agent shall be affected by notice to
the contrary.

                  Modifications to the Indenture pursuant to Section 301 of the
Indenture. The following modifications to the Indenture shall be applicable with
respect to the Securities:


                  (a) The defined term "Principal Property" in the Indenture is
hereby deleted in its entirety and replaced by the following:


                  "Principal Property" means any natural gas distribution
                  property located in the United States, except any such
                  property that in the opinion of the Board of Directors of the
                  Company is not of material importance to the total business
                  conducted by the Company and its consolidated Subsidiaries.

                  (b) The defined term "Restricted Subsidiary" in the Indenture
is hereby deleted in its entirety and replaced by the following:

                  "Restricted Subsidiary" means any Subsidiary the amount of
                  Consolidated Net Tangible Assets of which constitutes more
                  than 10% of the aggregate amount of Consolidated Net Tangible
                  Assets of the Company and its Subsidiaries.

                  Defined Terms. Subject to the modifications to the Indenture
set forth above, all capitalized terms used in this Security which are defined
in the Indenture shall have the meanings assigned to them in the Indenture.

                  Governing Laws. This Security, the Indenture and the foregoing
modifications to the Indenture shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflicts of laws
principles that would apply any other law.


                                       6
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                           IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.


                                  ATMOS ENERGY CORPORATION



                                  By:
                                      --------------------------------------
                                        Name:  Laurie M. Sherwood
                                        Title: Vice President, Corporate
                                               Development & Treasurer


Attest:

By:
     ------------------------------------
      Name:  Louis P. Gregory
      Title: Senior Vice President and
             General Counsel

<PAGE>



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.



Dated: January 16, 2003                 SUNTRUST BANK,
                                            as Trustee



                                        By:
                                           ----------------------------------
                                            Authorized Officer



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                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:
(I) or (we) assign and transfer this Security to

--------------------------------------------------------------------------------
               (Insert assignee's social security or tax I.D. no.)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

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              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.

Date:                   Signature:
      ----------------             --------------------------------------------
                                   (sign exactly as name appears on the other
                                   side of this Security)




Signature guaranteed by:
                        ----------------------------------