8-K

 
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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
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                                    FORM 8-K
 
                                 CURRENT REPORT
 
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
                                 MARCH 6, 1996
                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
 
                           ATLANTA GAS LIGHT COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
         GEORGIA                    1-9905                   58-1045925
     (STATE OR OTHER           (COMMISSION FILE           (I.R.S. EMPLOYER
      JURISDICTION                  NUMBER)            IDENTIFICATION NUMBER)
    OF INCORPORATION
 
       303 PEACHTREE STREET, N.E.
            ATLANTA GEORGIA                              30308
    (ADDRESS OF PRINCIPAL EXECUTIVE                    (ZIP CODE)
                OFFICES)
 
                                  404-584-4000
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
 
                                      N/A
         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
 
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ITEM 5. OTHER EVENTS
 
  Effective March 6, 1996, AGL Resources Inc. ("Resources"), a Georgia
corporation which was incorporated on November 27, 1995 as a wholly-owned
subsidiary of Atlanta Gas Light Company ("AGL"), became the parent holding
company of AGL. This restructuring was approved by AGL's shareholders at AGL's
1996 Annual Meeting on March 6, 1996. As of the effective date, the holders of
AGL Common Stock automatically became holders of Resources Common Stock and
the present stock certificates representing AGL Common Stock automatically
represent Resources Common Stock.
 
  The purpose of this restructuring is to establish a more efficient corporate
structure for operating in the evolving marketplace. AGL believes that the
establishment of a broad base of income generation from related unregulated
business activities will enhance the overall financial strength of the
enterprise. AGL's current income is derived primarily from its core regulated
business. The establishment of a holding company structure is intended to
facilitate entry into energy-related enterprises which will broaden Resources'
financial base by allowing it to leverage AGL'S existing expertise in the
energy industry. The Board of Directors of AGL believes that the restructuring
will result in greater financial, managerial and organizational flexibility
and will place AGL in a better position to adapt to the changing industry and
to meet and take advantage of future challenges and opportunities,
particularly in unregulated businesses. It will also offer a mechanism for
separating and protecting the utility business and utility customers from the
risk involved in non-utility ventures.
 
ITEM 7. EXHIBITS.
 
     1. Form of Press Release, dated March 6, 1996



 
                                   SIGNATURE
 
  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 THEREUNTO DULY AUTHORIZED.
 
                                          Atlanta Gas Light Company
 
                                                    /s/ David R. Jones
                                          By: _________________________________
                                                      DAVID R. JONES
                                               PRESIDENT AND CHIEF EXECUTIVE
                                                          OFFICER
 
Date: March 6, 1996
 
                                      II-1

 
                                 EXHIBIT INDEX
 


 EXHIBIT NO. DESCRIPTION
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    1        Form of Press Release, dated March 6, 1996

EX-1

 
                                                                       EXHIBIT 1


      [NEWS RELEASE LETTERHEAD OF ATLANTA GAS LIGHT COMPANY APPEARS HERE]



Contacts
J. Michael Riley, Vice President
(404) 584-3954
Joe P. Heffron, Investor Relations Specialist
(404) 584-3976


                    ATLANTA GAS LIGHT COMPANY SHAREHOLDERS
                  APPROVE HOLDING COMPANY, AGL RESOURCES INC.

ATLANTA, GEORGIA, March 6, 1996 -- Atlanta Gas Light Company (NYSE - ATG) today 
announced that its shareholders have approved the formation of a holding 
company, AGL Resources Inc., which will become the parent corporation of Atlanta
Gas Light Company and its nonutility subsidiaries, AGL Investments, Inc. and AGL
Energy Services, Inc.

     AGL Resources' common stock will begin trading on the New York Stock 
Exchange on March 7, 1996, under the symbol ATG.

      The Securities and Exchange Commission and the Georgia Public Service 
Commission also have approved the move.

      "We have chosen to create a holding company structure so our company can 
better adapt to the increasingly deregulated energy marketplace, meet future 
challenges and take advantage of potential business opportunities," said David 
R. Jones, president and chief executive officer, who also will serve as 
president and CEO of AGL Resources.

     Atlanta Gas Light Company is the largest natural gas distribution company 
in the Southeast, serving 1.35 million residential, commercial and industrial 
customers. The company operates in 229 Georgia communities, including 
metropolitan Atlanta, Athens, Augusta, Brunswick, Macon, Rome and Savannah and 
operates under the trade names Georgia Natural Gas Company and Savannah Gas 
Company in some parts of Georgia.  Chattanooga Gas Company, a wholly owned 
subsidiary, serves customers in Chattanooga and Cleveland, Tenn., and 
surrounding areas.


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