UNITED CITIES GAS
                                     [LOGO]

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

                                  URGENT NOTICE

October 30, 1996

Dear United Cities Shareholder:

The Special Meeting of Shareholders of United Cities Gas Company is scheduled to
be held on November 12, 1996, and we have attempted to contact you by telephone
to discuss the important meeting agenda. To date we have been unable to reach
you by phone.

It is extremely important that we discuss this critical Special Meeting and the
events surrounding it with you. We would appreciate it if you would take a
moment and please call during business hours, our proxy solicitor, Corporate
Investor Communications, Inc. (CIC) at (888) 868-3347, or collect at (201)
896-1900.

Thank you for your interest in the affairs of United Cities Gas Company. I
appreciate your cooperation.

Sincerely,


Gene C. Koonce
Chairman of the Board, President and
Chief Executive Officer

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



                               UNITED CITIES GAS
                                     [LOGO]

November 1996

Dear United Cities Shareholder:


On behalf of the Board of Directors of United Cities Gas Company, thank you for
sending in your proxy for the Special Meeting of Shareholders scheduled to be
held on Tuesday, November 12, 1996.

To avoid the possibility of your shares being challenged or disqualified from
voting for the reason(s) indicated below, we are requesting that you sign, date,
and mail the enclosed new WHITE proxy card in the envelope provided.

|_|          Your previous proxy was unsigned or not legible. (If signing as
             attorney, executor, adminstrator, corporate officer, authorized
             officer of a partnership, trustee or guardian, please sign and give
             your full title as such.)

|_|          Your previous proxy was undated. (Please date and sign to conform
             with the name shown on the proxy.)

|_|          Your previous proxy was not signed by all joint owners. (If shares
             are registered in the name of more than one person, each person
             should sign the proxy. If a joint tenant is deceased, please
             indicate that you are the surviving joint owner. If a
             tenant-in-common is deceased, the proxy should be signed by the
             executor or administrator of the deceased tenant-in-common, and
             proof of such person's status as executor or administrator should
             be sent with the proxy.)

|_|          Your previous proxy omitted your title of authority. (If signing as
             attorney, executor, administrator, corporate officer, authorized
             officer of a partnership, trustee of guardian, please sign and give
             your full title as such.)

|_|          Your previous proxy, as marked did not clearly specify your voting
             instructions. (Please sign, date and clearly mark your proxy.)

|_|          Other: __________________________________________________________


Since the Special Meeting is scheduled to be held on Tuesday, November 12, 1996,
we would appreciate your signing, dating and mailing the enclosed WHITE proxy
card today. If you have any questions about voting your shares, or want further
information, please do not hesitate to call our proxy solicitor, Corporate
Investor Communications, Inc. at (888) 868-3347 or collect at (201) 896-1900.

On behalf of your Board of Directors, thank you for your cooperation and
continued support.

Sincerely,



Gene C. Koonce
Chairman of the Board, President and
Chief Executive Officer



United Cities Gas Company
Telephone Script
                                                                        



o    Hello, my name is _______, and I'm calling on behalf of United Cities Gas
     Company. The purpose of this call is to obtain your voted proxy for the
     upcoming merger meeting with Atmos Energy.


o    Have you returned your WHITE proxy card already?


      YES?   Thank you for your support.


      NO?    Your Board of Directors recommends a vote in favor of the merger. 
             Your vote, as an owner of the company, is very important. Would
             you please return your proxy as soon as possible?


o    You may receive a proxy card from Southern Union asking you to oppose this
     merger. Please disregard it if you intend to support this merger. Vote only
     on management's WHITE proxy card.


o    If you have any further questions please call us toll-free at (888)
     868-3347. Thank you.