WGL (WGL) DEFA14A Additional proxy soliciting materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x

Filed by a party other than the Registrant  ¨

Check the appropriate box:

¨  Preliminary Proxy Statement

¨  Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨  Definitive Proxy Statement

x  Definitive Additional Materials

¨  Soliciting Material Under Rule 14a-12

WGL Holdings, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than Registrant)

Payment of Filing Fee (Check the appropriate box):

x  No fee required.

¨  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

¨  Fee paid previously with preliminary materials:

¨  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

1)  Amount Previously Paid:

2)  Form, Schedule or Registration Statement No.:

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4)  Date Filed:

*** Exercise YourRight to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on March 1, 2012.

	Meeting Information
	Meeting Type:	Annual Meeting
WGL HOLDINGS, INC.	For holders as of:	January 3, 2012
	Date:    March 1, 2012	Time: 10:00 a.m., Eastern Time
	Location:     National Press Club
	529 14th St., N.W.
	Washington, DC 20045

WGL HOLDINGS, INC.   101 CONSTITUTION AVENUE, N.W.   WASHINGTON, DC 20080	You are receiving this communication because you hold shares in the above named company.
	This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online atwww.proxyvote.comor easily request a paper copy (see reverse side).
	We encourage you to access and review all of the important information contained in the proxy materials before voting.
	See the reverse side of this notice to obtain proxy materials and voting instructions.

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Before You Vote  

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT        ANNUAL REPORT

How to View Online:

Have the information that is printed in the box marked by the arrow  è   (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

                               1)BY INTERNET:         www.proxyvote.com

                               2)BY TELEPHONE:     1-800-579-1639

                               3)BY E-MAIL*:             sendmaterial@proxyvote.com

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow  è    (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before February 16, 2012 to facilitate timely delivery.

How To Vote  

Please Choose One of the Following Voting Methods

Vote In Person:Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

Vote By Internet:To vote now by Internet, go towww.proxyvote.com.Have the information that is printed in the box marked by the arrow  è    available and follow the instructions.

Vote By Mail:You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

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Voting Items
The Board of Directors recommends you vote FOR the following: 1.   Election of Directors
	Nominees:
	01)	Michael D. Barnes	05)	Nancy C. Floyd
	02)	George P. Clancy, Jr.	06)	James F. Lafond
	03)	James W. Dyke, Jr.	07)	Debra L. Lee
	04)	Melvyn J. Estrin	08)	Terry D. McCallister

The Board of Directors recommends you vote FOR the following proposals:

2. Proposal to ratify the appointment of Deloitte & Touche LLP as independent public accountants for fiscal year 2012.

3. Proposal to re-approve the WGL Holdings, Inc. Omnibus Incentive Compensation Plan.

4. Proposal to approve, by non-binding vote, compensation paid to certain executive officers.

The Board of Directors recommends you vote AGAINST the following proposal:

5. Proposal to provide cumulative voting in the election of directors, if this proposal is brought before the meeting.

6. In their discretion, upon such other business properly brought before the meeting or any adjournment thereof.

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