Washington Gas Light DEF 14C Information statement

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )






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WASHINGTON GAS LIGHT COMPANY

(Name of Registrant As Specified In Its Charter)

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Washington Gas Light Company

101 Constitution Ave., N.W.

Washington, D.C. 20080

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The annual meeting of shareholders of Washington Gas Light Company will be held at the Cloyd Heck Marvin Center at the George Washington University, 800 21st St., N.W.; Washington, D.C. 20052, on Tuesday March 2, 2004, at 11:30 a.m., for the following purposes, as more fully set forth in the annexed information statement:


	(1) To elect nine directors for the ensuing year;

	(2) To ratify the appointment of Deloitte and Touche LLP as independent public accountants for fiscal year 2004;

	(3) To transact any other business properly brought before the meeting and any adjournments thereof.

Each holder of common stock and preferred stock is entitled to one vote for each share of that stock standing in the name of the holder on the records of Washington Gas Light Company at the close of business on January 12, 2004.

THERE WILL BE NO SOLICITATION OF PROXIES BY THE BOARD OF DIRECTORS OF THE COMPANY.


	By order of the board of directors,

	Douglas V. Pope
	Secretary

January 28, 2004

INFORMATION STATEMENT

WASHINGTON GAS LIGHT COMPANY

101 Constitution Ave., N.W.

Washington, D.C. 20080

January 28, 2004

This information statement is furnished in connection with the annual meeting of shareholders of Washington Gas Light Company (“the Company”) to be held on Tuesday, March 2, 2004 and at any adjournment thereof. The meeting will be held at the Cloyd Heck Marvin Center at the George Washington University; 800 21st St., N.W.; Washington, D.C. 20052 at 11:30 a.m.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

Each holder of the Company’s common stock and preferred stock is entitled to one vote for each share of the stock standing in the name of the holder on the records of the Company at the close of business on January 12, 2004. Outstanding voting securities as of January 12, 2004, consisted of 46,479,536 shares of common stock; 150,000 shares of Serial Preferred Stock, $4.80 Series; 70,600 shares of Serial Preferred Stock, $4.25 Series; and 60,000 shares of Serial Preferred Stock, $5.00 Series. The matters to be voted upon at the annual meeting are described in this information statement.

As provided in the Company’s bylaws, a majority of the shares entitled to vote at the annual meeting, present in person or represented by proxy, will constitute a quorum for the meeting.


	•	The nine director nominees receiving the greatest number of votes will be elected;

	•	The proposal to ratify the appointment of independent public accountants must receive more votes cast in favor than the number of votes cast against by holders of shares of the Company’s common stock and preferred stock present and entitled to vote at the meeting.

As of January 12, 2004, WGL Holdings, Inc. (“WGL Holdings”) owned all 46,479,536 shares of the Company’s outstanding common stock. The Company has been informed that WGL Holdings intends to vote all its shares of the Company’s common stock for the election of the nominees named in Proposal 1 and for the ratification of appointment of independent public accountants named in Proposal 2. Accordingly, these matters are expected to be approved.

PROPOSAL 1

ELECTION OF DIRECTORS

At the annual meeting, nine directors are to be elected to hold office for the ensuing year.

The Company has been informed that WGL Holdings intends to cast the votes of all of the outstanding shares of common stock of the Company for the election of the nominees named below, all of whom are now serving as directors. The Company does not contemplate that any of the nominees will become unavailable for any reason, but if that should occur before the meeting, WGL Holdings has informed the Company that it intends to cast its votes for another nominee, or other nominees, to be selected by the board of directors.


		Michael D. Barnes,age 60, is President of The Brady Campaign and Brady Center to Prevent Gun Violence. He was previously a partner in the Washington, D.C. law firm of Hogan & Hartson (1993-2000) and a partner with the law firm of Arent, Fox, Kintner, Plotkin & Kahn (1987-1993). Mr. Barnes was United States Representative from Maryland’s 8th Congressional District from 1979 to 1987. Mr. Barnes has been a director of Washington Gas Light Company since 1991, a director of WGL Holdings since November 2000 and serves as Chairman of the Governance Committee.

		Daniel J. Callahan, III,age 71, is Vice Chairman and Treasurer of The Morris and Gwendolyn Cafritz Foundation. Mr. Callahan retired in 1995 as Chairman and Chief Executive Officer of USLICO Corporation, an insurance holding company. Mr. Callahan was Vice Chairman of American Security Bank from 1991-1992 and Chairman from 1985-1991. Mr. Callahan was President of MNC Financial, Inc. from 1987-1992. Mr. Callahan also is a director of Washington Mutual Investors Fund and the J.P. Morgan Value Opportunities Fund. Mr. Callahan is Vice Chairman of the Atlantic Council, and is a former Chairman of the Greater Washington Research Center. He has been a director of Washington Gas Light Company since 1989, a director of WGL Holdings since November 2000 and serves as Chairman of the Human Resources Committee.

		George P. Clancy, Jr.,age 60, is Executive Vice President and Chief Lending Officer of Chevy Chase Bank, FSB, a position he has held since 1995. Mr. Clancy has an extensive career in banking which includes serving as President and Chief Operating Officer of The Riggs National Corporation (1985-1986) and President and Chief Executive Officer — Signet Bank, N.A. (1988-1995). Mr. Clancy is active in several community and civic organizations, including serving as Chairman of the Catholic Charities Foundation, Member of the Board of Trustees of the University of Maryland College Park Foundation and Trustee of Suburban Hospital Foundation. Mr. Clancy has been a director of Washington Gas Light Company and a director of WGL Holdings since December 2000.


		James H. DeGraffenreidt, Jr.,age 50, is Chairman and Chief Executive Officer of the Company and of WGL Holdings. Mr. DeGraffenreidt previously served as President and Chief Operating Officer of Washington Gas Light Company (1994-1998); President and Chief Executive Officer (1998); Chairman and Chief Executive Officer (1998-2000); Chairman, President and Chief Executive Officer of the Company and of WGL Holdings (2000-2001), and was elected to his present position effective October 1, 2001. Mr. DeGraffenreidt serves on the boards of Harbor Bankshares Corporation, Mass Mutual Financial Group and the American Gas Association. He has been a member of the Board of Directors of Washington Gas Light Company since 1994 and a director of WGL Holdings since January 2000.

		James W. Dyke, Jr.,age 57, is a partner in the Virginia law firm of McGuire Woods LLP, where he specializes in corporate, education, voting rights and municipal law. He has been a partner with the firm since 1993. In addition to his legal career, Mr. Dyke has extensive professional experience in government and public relations. Among other appointments, he served as Secretary of Education for the Commonwealth of Virginia from 1990 to 1993 and as Domestic Policy Advisor to former Vice President Walter Mondale. Mr. Dyke has assumed leadership positions in several business and community organizations, including serving as former Chairman of the Fairfax County, Virginia, Chamber of Commerce, the Northern Virginia Business Roundtable and the Emerging Business Forum. Mr. Dyke has been a director of Washington Gas Light Company and of WGL Holdings since September 2003.

		Melvyn J. Estrin,age 61, is Chairman of the Board and Chief Executive Officer of Human Service Group, Inc. trading as Estrin International (1983-present). Mr. Estrin is a Director of ChemLink, LLC; and Refocus Group Inc. Mr. Estrin has an extensive career in owning and operating business enterprises. He also is a member of several non-profit organizations, including the Economic Club of Washington and the Drug Enforcement Foundation. He is also a Trustee of the John F. Kennedy Center for the Performing Arts. Mr. Estrin has been a director of Washington Gas Light Company since 1991 and a director of WGL Holdings since November 2000.


		James F. Lafond,age 61, retired in 2002 as the Area Managing partner in the greater Washington, D.C. area for Pricewaterhouse Coopers LLP, a position he held since 1998. He is a Certified Public Accountant with extensive experience serving in leadership positions with PricewaterhouseCoopers and with its predecessor, Coopers & Lybrand LLP. He has been active in several civic and non-profit organizations. Among other recognitions, he has received the Lifetime Achievement Award from the Leukemia and Lymphoma Society. He is a director of IWT Tesoro, Inc., VSE Corporation and he has been a director of Washington Gas Light Company and of WGL Holdings since September 2003.

		Debra L. Lee,age 49, is President and Chief Operating Officer of BET Holdings, Inc., a global multi-media company that owns and operates Black Entertainment Television and several other ventures. Ms. Lee previously was Executive Vice President and General Counsel of BET Holdings (1992-1995) and was elected to her present position in 1996. Ms. Lee serves on the boards of Girls, Inc., the Telecommunications Development Fund and the National Cable Television Association. Ms. Lee is also on the Board of Directors of Eastman Kodak Company. Ms. Lee has been a director of Washington Gas Light Company since July 2000 and a director of WGL Holdings since November 2000.

		Karen Hastie Williams,age 59, is a Partner with the Washington, D.C. law firm of Crowell & Moring, where she specializes in public contract law. Prior to joining Crowell & Moring, Ms. Williams served as Administrator for the Office of Federal Procurement Policy at the Office of Management and Budget (1980-1981) and Chief Counsel of the Senate Committee on the Budget (1977-1980). Ms. Williams is a director of SunTrust Bank, Inc., Continental Airlines Company, Gannett Co. and The Chubb Corporation. Ms. Williams has been a director of Washington Gas Light Company since 1992, a director of WGL Holdings since November 2000 and serves as Chair of the Audit Committee.

The Board of Directors and Committees of the Board

The following information relates to board and board committee meetings during the fiscal year ended September 30, 2003.

The board of directors has established four standing committees:

The Executive Committee members are: James H. DeGraffenreidt, Jr. (Chairman), Michael D. Barnes, Daniel J. Callahan, III, and Karen Hastie Williams. There are three alternate members: George P. Clancy, Jr., Melvyn J. Estrin and Debra L. Lee. This committee may exercise all of the authority of the board of directors when the board is not in session. This committee did not meet during fiscal year 2003.

The Audit Committee members are: Karen Hastie Williams (Chair), Daniel J. Callahan, III, George P. Clancy, Jr. and James F. Lafond. Members of the audit committee are independent under rules of the Securities and Exchange Commission and the New York Stock Exchange. The Company’s board or directors has determined that Messrs. Callahan, Clancy and Lafond meet the qualifications of an “audit committee financial expert,” as that term is defined by rules of the Securities and Exchange Commission.* As provided in its charter, functions of the audit committee include the appointment, compensation and oversight of the Company’s independent public accountants, reviewing with the independent public accountants the financial statements and their accompanying report and reviewing the system of internal controls and the adequacy of the internal audit program. Reference is made to the Audit Committee Report, which appears later in this information statement, for a further description of the responsibilities of this committee. This committee held 6 meetings during fiscal year 2003.

The Governance Committee members are: Michael D. Barnes (Chairman), James W. Dyke, Jr. and Karen Hastie Williams. Members of the Governance Committee are independent under rules of the New York Stock Exchange. As provided in its charter, functions of the governance committee include consideration of criteria for selection of candidates for election to the board of directors and committees of the board and adoption of policies and principles concerning board service and corporate governance. This committee also considers criteria for oversight and evaluation of the board and management and the adoption of a code of conduct. The governance committee will consider nominees recommended by shareholders; those recommendations should be sent to the Chair of the governance committee care of the Corporate Secretary; Washington Gas Light Company; 101 Constitution Ave., N.W.; Washington, D.C. 20080. This committee held 4 meetings during fiscal year 2003.

The Human Resources Committee members are: Daniel J. Callahan, III (Chairman), Melvyn J. Estrin and Debra L. Lee. Members of the Human Resources Committee are independent under rules of the New York Stock Exchange. As provided in its charter, primary functions of this committee include setting corporate goals and objectives relevant to compensation of the Chief Executive Officer (the “CEO”), evaluating the CEO’s performance and setting the CEO’s compensation based on this evaluation. This committee also recommends compensation levels, sets performance targets and evaluates the performance of the Company’s other officers and determines any incentive and equity-based compensation to be awarded to those officers. This committee also considers succession planning for leadership positions in the Company. There were 4 meetings of this committee during fiscal year 2003.

The board of directors of Washington Gas Light Company held 8 meetings during fiscal year 2003.

*In accordance with rules of the Securities and Exchange Commission, persons determined to be audit committee financial experts will not be deemed an expert for any purpose, including, without limitation for purposes of Section 11 of the Securities Act of 1933, as a result of being so designated. The designation as an audit committee financial expert does not impose on such person or persons any duties, obligations or liabilities that are greater than those imposed on such person as a member of the audit committee and the board of directors in the absence of such designation.

Corporate Governance Practices and Shareholder Communications

The Company’s board of directors has determined that all the Company’s directors, except the Chairman and Chief Executive Officer, are independent within the meaning of the rules of the New York Stock Exchange. In determining independence, the board of directors considered the specific criteria for independence under the New York Stock Exchange rules and also the facts and circumstances of any other relationships of individual directors with the Company.

The board and board committees regularly meet in executive sessions without the presence of any management representatives. The presiding director in those executive sessions is the most senior director present in that executive session in terms of service on the board of directors. If the executive session includes or is devoted to a report of a board committee, the chair of that committee presides in that portion of the executive session.

The Audit, Governance and Human Resources committees have each adopted a charter for their respective committees. These charters may be viewed on the Company’s website, www.washgas.com, and copies may be obtained by request to the Secretary of the Company. Those requests should be sent to: Corporate Secretary; Washington Gas Light Company, Inc.; 101 Constitution Ave., N.W.; Washington, D.C. 20080.

The board has adopted Corporate Governance Guidelines and a Code of Conduct. These documents may be viewed on the Company’s website, www.washgas.com, and copies may be obtained by request to the Secretary of the Company. Those requests should be sent to: Corporate Secretary; Washington Gas Light Company; 101 Constitution Ave., N.W.; Washington, D.C. 20080.

The board of directors has a policy under which directors who are not employees of the Company and its subsidiaries may not stand for re-election after reaching the age of 72. Also under this policy, directors who are employees of the Company must retire from the board upon their retirement from the Company. This policy can be changed at any time by action of the board of directors.

All board members are invited to attend the Company’s annual meeting of shareholders. WGL Holdings owns over 99% of the voting shares of Washington Gas, and few or no preferred shareholders have historically attended the Washington Gas annual meeting. Accordingly, the Company does not expect the board members to attend its annual meeting of shareholders. At the annual meeting of shareholders held on March 5, 2003, there were no preferred shareholders in attendance, and the Chairman and Chief Executive Officer was the only director who attended the meeting.

Shareholders may send communications to board members by either sending a communication to the board and/or a particular board member care of the Corporate Secretary of the Company at 101 Constitution Ave., N.W.; Washington, D.C. 20080, or by using the toll-free number established for that purpose, which is 1-800-249-5360.

Governance Committee Processes

The Governance Committee will consider board nominees recommended by shareholders. Those recommendations should be sent to the Chair of the Governance Committee, care of the Corporate Secretary of Washington Gas Light Company; 101 Constitution Ave., N.W.; Washington D.C. 20080. As provided in its Charter, the Governance Committee will follow procedures which the committee deems reasonable and appropriate in the identification of candidates for election to the Board and evaluating the background and qualifications of those candidates. Those processes include consideration of nominees suggested by an outside search firm, by incumbent board members and by shareholders. The committee will seek candidates having experience and abilities relevant to serving as a director of the Company and who represent the best interests of shareholders as a whole and not any specific interest group or constituency. The committee from

time to time engages the service of a professional search firm to identify and to evaluate potential nominees.

Non-Employee Director Compensation

The following is a summary of the compensation paid to outside directors of the Company. Outside directors of the Company also serve as directors of the Company’s parent company, WGL Holdings, and accordingly the compensation arrangements are coordinated as described below:


	•	On days which both WGL Holdings and Washington Gas Light Company boards meet, a fee of $1,000 is paid for attendance at the Washington Gas Light Company meeting and a fee of $500 is paid for attendance at the WGL Holdings meeting, for a total of $1,500 for attendance at both meetings.

	•	Board committee meeting fees and fees for attending meetings of shareholders are paid in the same manner as board meeting fees.

	•	On days when one, but not both, of the boards or committees meet, a meeting fee of $1,200 is paid for attendance at the board or board committee meeting.

	•	Washington Gas Light Company pays an annual cash retainer of $25,000 for service on that board of directors.

	•	WGL Holdings pays an annual retainer in the form of 1,000 shares of common stock of WGL Holdings for service on that board of directors.

	•	Washington Gas Light Company pays an annual retainer of $4,500 to persons serving as chairs of the Washington Gas Light Company Governance and Human Resources Committees and $7,500 to the Chair of the Audit Committee. There is no separate retainer paid for service as chair of WGL Holdings board committees. As of the record date for the annual meeting, the same persons served as chairs of both WGL Holdings and Washington Gas Light Company board committees.

A retirement plan for outside directors of Washington Gas Light Company adopted in 1995 was terminated by the board effective January 1, 1998, subject to vesting of benefits earned by the directors as of that date.

Business Relationships with Associates of Directors

Karen Hastie Williams, a Director of the Company and of WGL Holdings, is a partner in the law firm of Crowell & Moring LLP. James W. Dyke, Jr., a Director of the Company and of WGL Holdings, is a partner in the law firm of McGuire Woods LLP. Crowell & Moring LLP and McGuire Woods LLP each performed legal services for the Company during fiscal year 2003; aggregate fees for legal services of both these firms were less than $5,000 for the year. In accordance with independence standards of the New York Stock Exchange, these professional relationships with the law firms have been terminated.

Security Ownership of WGL Holdings and Management

WGL Holdings owns 100% of the common stock of the Company. The following table sets forth the information as of January 12, 2004, regarding WGL Holdings outstanding equity securities beneficially owned by each director, each nominee for election as a director, the executive officers named in the summary compensation table in this information statement, and all directors, nominees and executive officers as a group. No executive officer, director or nominee owns any shares of any series of preferred stock of the Company. Each of the

individuals listed, as well as all directors and executive officers as a group, beneficially owned less than 1% of the common stock of WGL Holdings.


			Shares Which
			May Be Acquired
	Amount and Nature		Within 60 Days
	of Beneficial		By Exercise of
Name of Beneficial Owner	Ownership(1)		Stock Options

Michael D. Barnes		7,506		0




Beverly J. Burke		3,268		10,353




Daniel J. Callahan, III		12,256		0




George P. Clancy, Jr.		4,300		0




James H. DeGraffenreidt, Jr.		46,870		75,795




James W. Dyke, Jr.		1,250		0




Melvyn J. Estrin		11,767		0




Frederic M. Kline		17,458		20,563




James F. Lafond		2,250		0




Debra L. Lee		4,729		0




Terry D. McCallister		1,316		14,711




James B. White		10,390		16,657




Karen Hastie Williams		6,794		0




All directors, nominees and executive officers as a group:		175,770		138,079


(1)	All shares are directly owned by persons shown in this table except the following shares which are owned indirectly: (a) 12,075 shares are held by executive officers in the Washington Gas Light Company Savings Plan for Management Employees, and (b) 2,000 shares are owned by Mr. Callahan’s wife, and Mr. Callahan disclaims beneficial ownership of those shares.

Executive Compensation

The table that follows presents information about compensation for the Chief Executive Officer and the four other most highly compensated executive officers of the Company. It includes all compensation awarded to, earned by, or paid to the named executive officers for each of the last three fiscal years.

Summary Compensation Table



										Long-Term Compensation


										Awards				Payouts
				Annual Compensation
												Securities
Name and		Fiscal						Other Annual		Restricted Stock		Underlying		LTIP		All Other
Principal Position*		Year		Salary		Bonus		Compensation(1)		Awards(2)		Options(3)		Payouts(4)		Compensation(1)

James H. DeGraffenreidt, Jr.			2003	$	635,000	$	419,100	$	11,422	$	0		71,863	$	207,243	$	7,384
	Chairman and		2002		600,000		72,000		11,448		0		52,501		195,549		7,677
	Chief Executive Officer		2001		510,000		330,000		567		0		26,791		266,872		6,800




Terry D. McCallister			2003		370,000		203,500		11,128		0		29,129		114,760		8,000
	President and		2002		300,000		53,000		10,994		0		15,750		0		6,127
	Chief Operating Officer		2001		250,000		125,000		76		0		7,661		0		6,800




Frederic M. Kline			2003		275,000		123,750		11,179		0		17,590		53,326		7,919
	Vice President and Chief		2002		255,000		34,000		11,137		0		12,272		53,425		7,665
	Financial Officer		2001		225,000		105,000		199		0		6,895		75,769		6,800




Beverly J. Burke			2003		255,000		114,750		11,088		0		16,311		27,759		5,846
	Vice President and		2002		200,000		23,000		11,029		0		9,625		26,417		5,939
	General Counsel		2001		184,000		80,000		123		0		3,590		37,508		5,890




James B. White			2003		215,000		96,750		11,055		0		11,637		46,231		8,000
	Vice President		2002		210,000		24,000		10,991		0		10,107		41,112		7,680
			2001		195,000		90,000		163		0		5,975		60,033		6,800


*	Principal positions shown on this table are as of September 30, 2003.


(1)	The amounts shown in the column titled “Other Annual Compensation” represent taxes paid on behalf of the named executive officer relating to group term life insurance coverage with benefits exceeding $50,000 in each listed fiscal year, contributions toward the cost of long-term care insurance and a vehicle allowance. The amounts shown in the column titled “All Other Compensation” represent Washington Gas Light Company’s matching contributions to Washington Gas Light Company’s Savings Plan for Management Employees during each of the listed fiscal years.

(2)	The number and value of the aggregate restricted stock holdings at the end of fiscal year 2003 for each named executive officer were as follows:


Name	Shares		Value

James H. DeGraffenreidt, Jr.		2,400	$	66,192




Terry D. McCallister		400		11,032




Frederic M. Kline		0		0




Beverly J. Burke		0		0




James B. White		0		0


(3)	Options granted to purchase shares of WGL Holdings, Inc. common stock.

(4)	The amounts in this column represent the value of the performance shares vested under the 1999 Incentive Compensation Plan as amended and restated for the respective performance periods. The awards were based on the Company’s total shareholder return relative to its peer group and closing stock price as follows:


Fiscal			Percent of			Closing
Year		Performance Period	Target Grant			Stock Price

	2003	36 Months Ending September 30, 2003		75.0	%		$27.58
	2002	36 Months Ending September 30, 2002		95.0			$23.91
	2001	30 Months Ending September 30, 2001		127.5			$26.89

Executive officers of the Company participate in a qualified, trusteed, noncontributory pension plan covering all active employees and vested former employees of Washington Gas Light Company. Executive officers also participate in a Supplemental Executive Retirement Plan. Upon normal retirement (age 65), each eligible participant is entitled under the supplemental executive retirement plan to an annual benefit that is based on both years of benefit service (up

to a maximum of 30 years) and the average of the participant’s highest rates of annual basic compensation, including any short-term incentive awards paid or deferred under the Executive Incentive Compensation Plan and the WGL Holdings, Inc. 1999 Incentive Compensation Plan, As Amended and Restated (the “1999 Incentive Compensation Plan”), or any successor plan, on December 31 of the three years out of the final five years of the participant’s service as a participant. Participants may elect to have a portion of their Supplemental Executive Retirement Plan benefit paid in the form of a lump sum.

The following table shows the estimated annual single life benefits payable under the pension plan and Supplemental Executive Retirement Plan upon normal retirement (age 65) to executive officers in various salary and years-of-service classifications:



	Years of Benefit Service
Final Average
Compensation	10		20		30

$ 200,000	$	40,000	$	80,000	$	120,000




400,000		80,000		160,000		240,000




600,000		120,000		240,000		360,000




800,000		160,000		320,000		480,000




900,000		180,000		360,000		540,000




950,000		190,000		380,000		570,000




1,050,000		210,000		420,000		630,000

The five executive officers named above in the summary compensation table have the following number of years of benefit service: Mr. DeGraffenreidt, 29 years; Mr. McCallister, 6 years; Mr. Kline, 30 years; Ms. Burke, 16 years and Mr. White, 30 years.

Employment Agreements

Washington Gas Light Company has employment agreements with each of the executive officers named in the summary compensation table (the “named executive officers”). The agreements with these officers will be effective during the period of one year prior to, and two years following, a change of control of WGL Holdings or Washington Gas Light Company. A change of control is generally defined in these agreements as any of the following:


	•	acquisition of 30% or more of the voting stock of WGL Holdings or Washington Gas Light Company;

	•	a change in the majority of the board of directors of WGL Holdings; or

	•	a merger, reorganization, consolidation or sale of all or substantially all of the assets of WGL Holdings or Washington Gas Light Company.

From the change of control to its second anniversary, the executive’s position, duties and responsibilities must be commensurate with the most significant of those held, exercised and assigned at the time during the 120-day period immediately preceding the change of control. The executive agrees to devote reasonable attention and time necessary to the respective company’s business affairs.

During the one year prior and two years following a change of control the executive is entitled to base salary, annual incentives, savings and retirement plans, welfare benefit plans, expenses, fringe benefits, office and vacation, consistent with those in place prior to the change of control or available after the change of control if more beneficial.

Base salary is defined as an amount equal to twelve times the highest monthly base salary paid or payable during the 12-month period immediately preceding the change of control. The annual incentive is an amount at least equal to that available to peer executives of Washington Gas Light Company and its affiliates.

With respect to all the named executive officers except Mr. White, if the executive is terminated during the effective period for reasons other than cause, or if the executive resigns for good reason, the executive is entitled to severance pay equal to three times the sum of the executive’s annual base salary plus the highest of the executive’s annual incentive actually earned for the last three full fiscal years. Also the executive is entitled to an extension of other employment benefits for three years. Mr. White is entitled to the same benefit, except that the severance payment is two times the sum of the executive’s annual base salary, plus the highest of the executive’s annual incentive actually earned for the last three full fiscal years. The extension of other employment benefits for Mr. White is for two years. Payments under these agreements may be increased for any excise taxes payable under the Internal Revenue Code.

“Good reason” is defined differently in these agreements based on the position the named executive officer holds. The term includes one or more of the following provisions:


	(1)	the assignment to the executive of any duties inconsistent in any material respect with the executive’s position;

	(2)	any failure by Washington Gas Light Company to comply with any of the general employment provisions of the agreement;

	(3)	if there is a change of control, merger, acquisition or other similar affiliation with another entity, and the Chairman and Chief Executive Officer does not continue in the position of Chairman and Chief Executive Officer of the most senior resulting entity;

	(4)	if there is a change of control, merger, acquisition or other similar affiliation with another entity, and the executive does not continue in his or her existing position or a more senior position of the most senior resulting entity;

	(5)	failure by Washington Gas Light Company to reimburse the executive for expenses related to a required relocation;

	(6)	any required relocation of the executive more than thirty five miles from Washington, D.C.;

	(7)	any purported termination by Washington Gas Light Company of the executive’s employment; or

	(8)	any failure by Washington Gas Light Company or any successor to comply with and satisfy the agreement.

Following is a summary of the contract provisions indicated above that are contained in each named executive officer’s employment agreement:


	Applicable
Executive	Provisions

James H. DeGraffenreidt, Jr.		1,2,3,5,6,7,8




Terry D. McCallister		1,2,4,5,6,7,8




Frederic M. Kline		1,2,4,5,6,7,8




Beverly J. Burke		1,2,4,5,6,7,8




James B. White		1,2,5,6,7,8

Option Grants

The following table provides information regarding the number and terms of stock options granted to the named executive officers during the fiscal year ended September 30, 2003. The Company utilized the Black-Scholes option pricing model to develop the theoretical values set forth under the “Grant Date Present Value” column. An executive realizes value from a stock option only to the extent that the price of the WGL Holdings common stock on the exercise date exceeds the price of the stock on the grant date. Consequently, there is no assurance that the value realized by an executive will be at or near the value estimated below. Those amounts should not be used to predict future stock performance.

Option Grants in the Last Fiscal Year


	Number of		% of Total
	Securities		Options
	Underlying		Granted to		Exercise or				Grant Date
	Options		Employees in		Base Price		Expiration		Present Value
Name	Granted(1)		Fiscal Year		($/Sh)(2)		Date		($)(3)

James H. DeGraffenreidt, Jr.		71,863		30.1	$	23.91		10/1/12	$	153,068




Terry D. McCallister		29,129		12.2		23.91		10/1/12		62,044




Frederic M. Kline		17,590		7.4		23.91		10/1/12		37,466




Beverly J. Burke		16,311		6.8		23.91		10/1/12		34,742




James B. White		11,637		4.9		23.91		10/1/12		24,786


(1)	Options were granted to the named executive officers under the 1999 Incentive Compensation Plan at prices equal to the fair market value on the date of grant. These are nonqualified stock options that become exercisable three years after the date of grant. These options are subject to early termination upon the occurrence of events related to termination of employment. All options immediately become exercisable upon a change in control.

(2)	The exercise price of options may be paid in cash, by delivery of already-owned shares of common stock of WGL Holdings, Inc. or by any other method approved by the Human Resources Committee, which administers the 1999 Incentive Compensation Plan.

(3)	This represents the estimated present value of stock options, measured at the date of grant using the Black-Scholes Warrant Valuation Call Option Model. Unless otherwise noted with respect to specific option grants in the following paragraphs, this model assumes no dilutive effects.

The following underlying assumptions were used in developing the grant valuations:


	•	an exercise price equal to the fair market value on the date of grant;

	•	expected volatility of 21.55%;

	•	a risk-free rate of return of 1.58% (represents the yield as of the grant date on zero coupon treasury securities that mature three months after the grant date);

	•	an annual dividend yield as of the date of grant of 5.3%; and

	•	an option life of three years.

The following table shows information regarding the unexercised options held by the named executive officers at September 30, 2003, the last day of the fiscal year.

Aggregated Option Exercises in Last Fiscal Year and

Option Values at September 30, 2003



					Number of Securities				Value of Securities
					Underlying Unexercised				Unexercised In-The-Money
	Shares				Options at				Options at
	Acquired				September 30, 2003				September 30, 2003(1)
	on		Value
Name	Exercise		Realized		Exercisable		Unexercisable		Exercisable		Unexercisable

James H. DeGraffenreidt, Jr.		0	$	0		75,795		124,364	$	157,712	$	349,314




Terry D. McCallister		0		0		14,711		44,879		30,199		132,576




Frederic M. Kline		0		0		20,563		29,862		44,168		84,559




Beverly J. Burke		0		0		10,353		25,936		21,988		75,550




James B. White		0		0		16,657		21,744		35,281		59,182


(1)	The dollar values in this column are calculated by determining the difference between (a) the fair market value of WGL Holdings, Inc. common stock on September 30, 2003 (the last trading day of the fiscal year) and (b) the exercise price of the options multiplied by (c) the number of options with exercise prices lower than the fair market value (in-the-money options).

Long-Term Incentive Plans — Performance Share Awards

The following table provides information regarding the number and terms of performance shares awarded to the named executive officers during the fiscal year ended September 30, 2003 under the 1999 Incentive Compensation Plan. The targeted awards were based on an economic value of between 33.0% and 60.0% of the executive’s base salary. The awards ultimately earned vary based on total shareholder return of WGL Holdings relative to a peer group. Median performance relative to the peer group earns awards at the targeted level. The maximum that can be earned is 200 percent of the targeted level of shares. The minimum that the executives can earn is zero shares. The performance period is three years.

Performance Shares Awarded in the Last Fiscal Year

(Fiscal Year ended September 30, 2003)



					Estimated Future Payouts Under
					Non-Stock Price-Based Plans
	Number of		Performance or
	shares, units or		other period until
Name	other rights		maturation or payout		Threshold*		Target		Maximum

James H. DeGraffenreidt, Jr.		27,514		October 1, 2005		13,357		27,514		55,028




Terry D. McCallister		11,153		October 1, 2005		5,577		11,153		22,306




Frederic M. Kline		6,735		October 1, 2005		3,368		6,735		13,470




Beverly J. Burke		6,245		October 1, 2005		3,123		6,245		12,490




James B. White		4,455		October 1, 2005		2,228		4,455		8,910


*	The threshold is the minimum number of shares which may be distributed as a payout under this award, assuming WGL Holdings, Inc. achieves a total shareholder return which is at least in the 30th percentile of its peer group. If WGL Holdings, Inc. does not achieve that 30th percentile performance, no payout of performance shares is allowed for this award.

HUMAN RESOURCES COMMITTEE REPORT

The Human Resources Committee of the board of directors has responsibility for setting the level of compensation of the Chief Executive Officer and recommending levels of executive compensation of other officers for consideration by the Company’s board of directors. The objective of the executive compensation program is to provide remuneration which fairly reflects corporate performance and achievements and responsibilities of each officer. Executive

compensation is also intended to provide rewards and incentives for achievement of long-term growth in shareholder value and to attract and retain experienced corporate executives.

Elements of Executive Compensation

The committee’s philosophy is that total compensation for each of the Company’s officers should be competitive with executives with similar experience and responsibility. This compensation should also reflect the individual performance of each officer as well as corporate performance.

To accomplish these objectives, each officer’s compensation is composed of base salary and elements of short-term and long-term incentive compensation. Short-term incentive compensation is “at risk,” in that payment of any of this compensation depends upon performance of the individual officer and performance of the Company. Long-term incentive compensation is also “at risk” in that it relates directly to the performance of the common stock of WGL Holdings.

Since the Company’s primary business is that of a public utility, total compensation opportunities at target levels are set at the size-adjusted median of the utilities market. General industry data is also reviewed, but to date has not affected the determination of market levels.

Companies forming the utilities market are, to the extent possible, gas and electric and gas utilities that are similar to the Company’s utility business. This is not the same group of companies used in the performance graph shown in this information statement. The groups are different to the extent that the indices shown on the performance graph are published industry indices which include companies having much more diversified operations than the Company.

The committee has retained an independent executive compensation consultant to review the Company’s executive compensation practices and policies. The independent advisor conducts an annual study of the Company’s executive compensation practices and policies to determine their reasonableness and competitiveness in the relevant market. The committee meets with the independent advisor during the year to review all elements of the Company’s executive compensation plans.

The following is a description of the elements of each officer’s compensation:

Base Salary:The committee intends base salary levels of officers to be set at a level approximately equal to utility market levels for officers of similar experience and responsibility. This approach was taken to place base salaries at overall market rates, and to leave the opportunity for each officer to achieve or exceed total target compensation through incentive pay. This continuing practice is designed to encourage higher levels of performance by the officers. It is seen by the committee as a way to align the interests of the officers of WGL Holdings, Inc. and Washington Gas Light Company more closely with the interests of the shareholders.

To determine competitive base and total compensation levels, management obtains data on executive compensation paid by other utility and non-utility companies. Based on that information and in consideration of each officer’s responsibility and performance, the Chairman and Chief Executive Officer of the Company makes specific recommendations for salary adjustments for all officers except himself. The committee reviews these recommendations in consultation with the independent advisor retained by the committee. Based on this consultation and the data on industry compensation levels, the committee, acting pursuant to its charter and New York Stock Exchange rules, determines and approves the compensation for the Chairman and Chief Executive Officer and makes a final recommendation to the full board of directors as to all other officers.

Short-Term Incentive Compensation:Short-term incentive pay opportunities are intended to encourage and to recognize high levels of performance by officers of the Company.

For fiscal year 2003, short-term incentive compensation related to corporate performance could have been made under the 1999 Incentive Compensation Plan if WGL Holdings’ rate of return on common stock equity exceeded a threshold amount predetermined by the board of directors. For fiscal year 2003, that threshold was a 10% rate of return on common equity. Since WGL Holdings earned a rate of return on common equity in excess of that threshold, incentive awards for fiscal year 2003 corporate performance were authorized under the 1999 Incentive Compensation Plan.

The 1999 Incentive Compensation Plan was approved by shareholders at the 1999 Washington Gas Light Company Annual Meeting of Shareholders, adopted by WGL Holdings upon formation of the holding company system on November 1, 2000. The WGL Holdings shareholders approved an amendment and restatement of the 1999 Incentive Compensation Plan at the annual meeting of shareholders held on March 5, 2003.

The committee determines individual awards under the 1999 Incentive Compensation Plan annually. If the rate of return on common equity threshold and any other criteria are met for payments under the 1999 Incentive Compensation Plan, the Chairman and Chief Executive Officer may make recommendations recognize that shareholders in a regulated utility achieve their investing goals when the customers are well served through efficient operations. Accordingly, these incentive recommendations include evaluation of the following factors, among others, applicable to the corporation and each of the officers:

For the corporation:


	•	return on equity;

	•	operation and maintenance cost per customer;

	•	customer service; and

	•	operational effectiveness.

For the officers:


	•	success in meeting established corporate and departmental goals;

	•	managing resources within established departmental budgets;

	•	effectiveness in areas of leadership, planning and teamwork;

	•	evaluations by peers and others; and

	•	comparison to incentive compensation in the natural gas distribution and other industries, based on data supplied by the outside study of executive compensation.

The committee considers the amount and basis for these recommendations in consultation with its independent advisor.

Payouts under the 1999 Incentive Compensation Plan can be higher or lower than target depending on both corporate and individual performance. Payouts may range from 0% to 150% of target.

Long-Term Incentive Compensation Under the 1999 Incentive Compensation Plan: The 1999 Incentive Compensation Plan replaced Washington Gas Light Company’s Long-Term Incentive Compensation Plan, which expired by its terms on June 27, 1999. Outstanding grants under the Long-Term Incentive Compensation Plan will remain outstanding and will vest according to the terms of those grants. Beginning with fiscal year 2000, long-term incentive compensation awards have been made by the committee under terms and conditions of the 1999 Incentive Compensation Plan. On November 1, 2000, when the Company became a subsidiary of WGL Holdings, Inc., the securities of WGL Holdings, Inc. became the securities used to grant and

administer the Long-Term Incentive Compensation Plan and the 1999 Incentive Compensation Plan.

The 1999 Incentive Compensation Plan is intended to provide key personnel of the Company with additional incentives by increasing their interests in the Company and its success. The 1999 Incentive Compensation Plan promotes achievement of long-term growth of the Company by assisting in the recruiting and retention of key employees, including the officers. Under the 1999 Incentive Compensation Plan, there may be awards of stock options, restricted stock, stock appreciation rights, performance shares, bonus stock, other awards based on the value of common stock, dividend units, and cash incentives. As noted previously, short-term incentives may also be granted under the 1999 Incentive Compensation Plan. The committee is the Administrator of the 1999 Incentive Compensation Plan and has the authority to grant awards under it.

In accordance with terms of the 1999 Incentive Compensation Plan, the committee has granted long-term compensation awards in the form of stock options and performance shares. As noted above, since the utility business is still the Company’s primary business, the level of the overall compensation package, which includes these grants was set to approximate the size-adjusted median of the utility market. The exercise price of stock options is the fair market value of the common stock on the date of grant. The stock options vest on the third anniversary of the grant and expire on the tenth anniversary of the grant. For fiscal year 2003 awards, performance shares vest on the 36-month anniversary of the date of grant and are earned only if WGL Holdings, Inc. achieves specified total shareholder return levels as compared to a peer group of companies.

Compensation of the Chairman and Chief Executive Officer

Mr. DeGraffenreidt served as Chairman and Chief Executive Officer during fiscal year 2003. Mr. DeGraffenreidt’s base salary has been set at a level approximately equal to the relevant market for positions of similar responsibilities. Mr. DeGraffenreidt was awarded an incentive payment under the 1999 Incentive Compensation Plan applicable to fiscal year 2003 of $419,100, which was equal to 40% of his total cash compensation for the period. This incentive payment recognizes substantial corporate achievements of the Company during the year under the executive leadership of Mr. DeGraffenreidt. These achievements include record net income for the holding company consolidated group and from the core utility business, continuing corporate excellence in achieving safety objectives, the addition of over 20,500 customer meters to the utility system, and completion of critical construction projects to further strengthen the gas distribution system. In addition, the core utility successfully completed major rate cases in each of its three jurisdictions and the holding company adopted significant organizational changes and process improvements providing greater efficiencies in all areas of the Company’s operations.

Long-term incentive awards in the form of stock options and performance shares were granted to Mr. DeGraffenreidt and to certain officers of the Company and its subsidiaries during fiscal year 2003 under terms of the 1999 Incentive Compensation Plan. These grants were at competitive levels based on a market study conducted by the committee’s independent advisor. The shares awarded to Mr. DeGraffenreidt are shown in the Executive Compensation section of this proxy statement. As for other executives, the level of overall compensation, which includes these grants was set to approximate the size-adjusted median of the utility market. As described above, these stock option awards under the 1999 Incentive Compensation Plan vest in three years and expire on the tenth anniversary of the date of grant. The exercise price of the stock options is the fair market value of the shares on the date of grant. Performance shares granted in fiscal year 2003 may be earned after 36 months. Performance shares are earned only if the Company achieves specified total shareholder return levels compared to a group of peer companies over a three-year period.

Deductibility of Compensation

Under Section 162(m) of the Internal Revenue Code, WGL Holdings and its subsidiaries, including the Company, may not deduct in its consolidated tax return compensation in excess of $1 million paid to the Company’s Chief Executive Officer and to the other four highest compensated executive officers unless it meets specific criteria for performance-based compensation. As discussed in this report, the committee intends to provide compensation that is both market and performance based. Awards under the 1999 Incentive Compensation Plan are performance-based awards and are intended to meet the Section 162(m) performance based plan requirements. The compensation program is designed to achieve full tax deductibility. However, we reserve the right to approve non-deductible compensation if we believe it is in the best interests of the shareholders. All compensation paid for fiscal year 2003 was fully deductible for federal income tax purposes.

HUMAN RESOURCES COMMITTEE

Daniel J. Callahan, III (Chairman)

Melvyn J. Estrin

Debra L. Lee

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors of the Company is composed of four directors who are not employees of the Company. Members of the committee are independent under rules of the Securities and Exchange Commission and the New York Stock Exchange. The names of the members of this committee as of the date of this information statement appear at the end of this report.

The Audit Committee oversees the Company’s financial reporting process on behalf of the Company’s Board of Directors and is directly responsible for the appointment, compensation and oversight of the Company’s independent public accountants. The committee maintains a charter that outlines its responsibilities. A copy of that charter was included with the January 28, 2002 information statement and is included on the Company’s website, www.washgas.com. The committee met six times during fiscal year 2003.

The Audit Committee has implemented the requirements of the Sarbanes-Oxley Act of 2002 and rules of the New York Stock Exchange with respect to the responsibilities of audit committees of public companies. The Audit Committee and the Company’s full board of directors are committed to compliance with all provisions of that statute and related regulations. Even before passage of the Sarbanes-Oxley Act, the Audit Committee and the Company had taken a number of actions in this regard, including placing decision making authority on the Audit Committee with respect to the appointment, compensation and oversight of the independent public accountants. Further actions have been taken by the Audit Committee and the board of directors as statutory and regulatory provisions became effective for audit committees and independent auditors.

As disclosed elsewhere in this information statement, upon recommendation of the Audit Committee, the Company appointed the firm of Deloitte & Touche LLP as the Company’s independent public accountants effective May 16, 2002, replacing the Company’s prior auditors, Arthur Andersen LLP. Statements in this Audit Committee report with respect to the independent public accountants apply to each of the audit firms during their respective terms as auditors for the Company.

The Audit Committee reviewed and discussed the Company’s audited financial statements with management of the Company and the independent public accountants. The Audit Committee discussed with the Company’s internal auditor and the independent public accountants the

overall scope and specific plans for their respective audits and the adequacy of the Company’s internal controls.

The Audit Committee discussed with the independent public accountants those matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended. The committee received the written disclosures and the letter from the independent public accountants required by Independence Standards Board Standard No. 1,Independence Discussions with Audit Committees. The committee discussed with the independent accountants the issue of their independence from the Company. The Audit Committee also has considered whether the provision of non-audit services by the Company’s principal auditor is compatible with maintaining auditor independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2003, for filing with the Securities and Exchange Commission.

AUDIT COMMITTEE

Karen Hastie Williams (Chair)

Daniel J. Callahan, III

George P. Clancy, Jr.

James F. Lafond

Fiscal Years 2002 and 2003 Audit Firm Fee Summary

During fiscal years 2002 and 2003, WGL Holdings, Inc. retained its principal auditor, Deloitte & Touche LLP, to provide services to WGL Holdings, Inc. and its subsidiaries, including the Company, in the following categories and amounts.


	2003		2002

Audit Fees	$	847,622	$	765,000




Audit Related Fees		56,828		0




Tax Fees		16,000		15,000




All Other Fees		0		0

Total Fees	$	920,450	$	780,000

Services Provided by Deloitte

All services rendered by Deloitte are permissible under applicable laws and regulations, and were pre-approved by the Audit Committee, as required by applicable law. The fees paid to Deloitte for services are described in the above table under the categories listed below.


	1)	Audit Fees — These are fees for professional services performed by Deloitte for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s 10-Q filings, and services that are normally provided in connection with statutory and regulatory filings or engagements.

	2)	Audit-Related Fees — These are fees for assurance and related services performed by Deloitte that are reasonably related to the performance of the audit or review of the Company’s financial statements. These services include attestations by Deloitte that are not required by statute or regulation and consulting on financial accounting/reporting standards.

	3)	Tax Fees — These are fees for professional services performed by Deloitte with respect to tax compliance, tax advice and tax planning. This includes review of tax returns for the Company and its consolidated subsidiaries.


	4)	All Other Fees — These are fees for other permissible work performed by Deloitte that does not meet the above category descriptions.

These services are actively monitored (as to both spending level and work content) by the Audit Committee to maintain the appropriate objectivity and independence in Deloitte’s core work, which is the audit of the Company’s consolidated financial statements.

Pre-approval policy for audit and non-audit services

In accordance with provisions of the Sarbanes-Oxley Act of 2002, all audit and non-audit services provided to the Company by its independent auditors must be pre-approved by the Audit Committee. As authorized by that statute, the Audit Committee has delegated authority to the Chair of the Audit Committee to pre-approve up to $100,000 in audit and non-audit services. This authority may be exercised when the Audit Committee is not in session. Any decisions by the Chair of the Audit Committee under this delegated authority will be reported at the next meeting of the Audit Committee. All services reported in the schedule shown above for fiscal years 2002 and 2003 were pre-approved by the full Audit Committee, as required by applicable law.

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Effective May 15, 2002, the boards of directors of the Company and its corporate parent, WGL Holdings, Inc. (collectively, the “Registrants”), dismissed the firm of Arthur Andersen LLP (“Arthur Andersen”) as their independent auditor. Effective May 16, 2002, the boards of directors of the Registrants appointed the firm of Deloitte & Touche LLP to serve as their independent auditor. These actions were taken by the boards of directors following the recommendation of the Audit Committees of the boards of both Registrants.

Deloitte & Touche LLP served as the independent auditor for the Registrants for the third and fourth quarters of the Company’s fiscal year which ended on September 30, 2002 and for the full fiscal years 2002 and 2003 results.

Arthur Andersen’s reports on the financial statements for the Registrants for the fiscal years ended September 30, 2000 and September 30, 2001 did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the Registrants’ two fiscal years ended September 30, 2001 and through May 15, 2002, prior to engaging Deloitte & Touche LLP, there were no disagreements between Arthur Andersen and the Registrants on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures which, if not resolved to the satisfaction of Arthur Andersen, would have caused them to make reference to the subject matter of the disagreement(s) in connection with its report. There were also no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934 (“Regulation S-K”) during the Registrants’ two fiscal years ended September 30, 2001 and through May 15, 2002.

The Registrants provided Arthur Andersen with a copy of the foregoing disclosures. A copy of Arthur Andersen’s letter dated May 15, 2002, stating its agreement with these statements was filed as an exhibit to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on May 16, 2002.

During each of the Registrant’s two most recent fiscal years ended September 30, 2001 and through May 15, 2002, prior to engaging Deloitte & Touche LLP, the Registrants did not consult Deloitte & Touche LLP with respect to the application of accounting principles to a specified transaction, either completed or proposed; or with respect to the type of audit opinion that might

be rendered on the Registrants’ consolidated financial statements; or with respect to any other matters or reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

At a meeting held on December 17, 2003, the audit committee of the board of directors appointed the firm of Deloitte & Touche LLP, independent public accountants, to audit the books, records and accounts of the Company for fiscal year 2004. The audit committee recommends that the shareholders ratify this appointment.

The Company has been informed that WGL Holdings intends to cast the votes of all the outstanding shares of common stock of the Company in favor of this proposal, and accordingly the proposal is expected to be approved.

Representatives of Deloitte & Touche LLP will not be present at the annual meeting unless by 10 a.m. on February 27, 2004, the Secretary of the Company receives written notice from a shareholder addressed to the Secretary at 101 Constitution Ave., N.W., Washington, DC 20080, that the shareholder will attend the meeting and wishes to ask questions of a representative of the firm.

OTHER MATTERS

The board of directors knows of no other matters to be brought before the meeting.

The annual report of WGL Holdings and subsidiaries for 2003, including financial statements, was first mailed to shareholders on or about January 12, 2004.

Upon written request, Washington Gas Light Company will furnish without charge a copy of its most recent annual report on Form 10-K.Please direct these requests to: Shelley Jennings, Treasurer, Washington Gas Light Company, 101 Constitution Ave., N.W., Washington, D.C. 20080.

By order of the board of directors,


	Douglas V. Pope
	Secretary

January 28, 2004

Washington Gas Light (WGLCP) DEF 14CInformation statement