8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 8-K


             Current Report Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934



     Date of Report (Date of earliest event reported)       March 17, 1997
                                                      --------------------------

                           United Cities Gas Company
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             (Exact name of registrant as specified in its charter)


Illinois & Virginia                    0-12841                    36-1801540
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  (State or other                  (Commission File            (I.R.S. Employer
  jurisdiction of                      Number)               Identification No.)
  incorporation)


5300 Maryland Way, Brentwood, Tennessee                               37027
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(Address of principal executive offices)                           (Zip Code)


   Registrant's telephone number, including area code      (615) 373-5310
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ITEM 5. OTHER EVENTS

         Pursuant to Instruction F to Form 8-K, the information contained in
the press release filed as Exhibit 99.1, hereto is hereby incorporated by
reference in answer to Item 5 of this Form 8-K.





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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       UNITED CITIES GAS COMPANY


Date:  March 17, 1997                  By           /s/ James B. Ford
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                                                        James B. Ford
                                            Senior Vice President and Treasurer




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                                 EXHIBIT INDEX



EXHIBIT                                                                                                 SEQUENTIALLY
NUMBER                                      DESCRIPTION OF EXHIBIT                                     NUMBERED PAGE
                                                                                                 
 99.1              Press release dated March 17, 1997 relating to Atmos Energy, United Cities
                   agree to extend period for closing merger

 





                                      E-1

EX-99.1

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DATE: March 17, 1997              ATMOS MEDIA CONTACT: Margaret Watson
                                                       (972) 855-4050

FOR RELEASE: IMMEDIATELY          ATMOS INVESTOR/ANALYST CONTACT: Jack Eversull
                                                                  (972) 855-3728

                                  UNITED CITIES CONTACT: Linda Kelley
                                                         615-373-0104, EXT. 224



              ATMOS ENERGY, UNITED CITIES AGREE TO EXTEND PERIOD
                       FOR CLOSING MERGER UNTIL AUGUST

Dallas, TX--Atmos Energy Corporation (NYSE: ATO) and United Cities Gas Company 
(NASDAQ: UCIT) of Brentwood, Tennessee, have agreed to extend the period for
closing their merger until August 31, 1997, pending completion of regulatory
approvals in Illinois and Missouri.

The merger agreement had called for the merger to be completed by March 31,
1997, but both companies agreed to the extension of the time for regulatory
approvals. In November, shareholders of both companies approved the merger in
which Atmos will be the surviving entity. Approval was required by 10 states of
the 13 states in which the combined company will have operations.

"We are confident that we will receive the necessary regulatory approvals from
both the Missouri and Illinois commissions," said Gene C. Koonce, United Cities
chairman, president and chief executive officer.

Koonce said the two companies now expect a completion date in June or July of
this year.

Atmos Energy Corporation Chairman, President and Chief Executive Officer,
Robert W. Best, said "Atmos will close the transaction as soon as possible upon
receiving the final regulatory approvals."

United Cities distributes natural gas and propane gas to approximately 340,000
customers in 10 states. The company is also engaged in other energy-related
business.

Atmos Energy Corporation provides natural gas service to more than 680,000
customers in Texas, Colorado, Kansas, Missouri, Louisiana and Kentucky through
its operating companies - Energas Company, Gresley Gas Company, Trans Louisiana
Gas Company and Western Kentucky Gas Company.