1

                                  SCHEDULE 14A
                                 (RULE 14A-101)

                    INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
          PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 (AMENDMENT NO.  )

     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 Pursuant to Rule 14a-11(c) or Rule 14a-12

                              WGL HOLDINGS, INC.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement if other than the 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 (Set forth the amount on which the
         filing fee is calculated and state how it was determined):

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

     (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.:

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

     (3) Filing party:

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

     (4) Date filed:

- --------------------------------------------------------------------------------
   2

                                February 7, 2000

Dear Fellow Employee,

       We are writing to ask your support of the Company's proposal to establish
a holding company structure.

       The Company is seeking shareholder approval of this holding company
structure at the annual meeting of shareholders on March 3, 2000. We need the
affirmative vote of more than 2/3 of our outstanding shares to approve this
proposal.

       If you were a shareholder of record of the Company's stock on January 13,
2000, you will soon be receiving a proxy statement and proxy card in the mail.
If you hold shares of Washington Gas Light Company in the Capital Appreciation
Plan or Management Savings Plan, you will also receive a proxy to vote those
shares.

       You might receive a telephone call from our proxy solicitor, Morrow & Co.
We have hired Morrow & Co. to help us "get out the proxy vote" for this year.
They are helping us encourage everyone to send in their proxy.

       As described in detail in the proxy statement, we believe the holding
company structure will provide greater opportunities for the Company to grow
both its regulated and its energy related businesses. We believe this will
result in a stronger company and improved value for our shareholders. This is
why we are proposing this corporate organization and why we are recommending it
for approval by our shareholders.

       We thank you in advance for your attention to this important matter.

                                        Sincerely,

                                        /s/ James H. DeGraffenreidt, Jr.

                                        James H. DeGraffenreidt, Jr.
                                        Chairman and Chief Executive Officer


                                        /s/ Joseph M. Schepis

                                        Joseph M. Schepis
                                        President and Chief Operating Officer

Note: The Company's proxy statement dated February 3, 2000, contains important
information regarding the proposed holding company structure. Please read this
proxy statement carefully. It is available from the Company's Corporate
Secretary, Doug Pope (ext. 6-6395), and it can be viewed on the Securities and
Exchange Commission website, http//www.sec.gov.