SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DEGRAFFENREIDT JAMES H JR

(Last)

(First)

(Middle)

101 CONSTITUTION AVENUE, NW

(Street)

WASHINGTON

20080

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WGL HOLDINGS INC [ WGL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/01/2004		A		12,792.65	A	$0.00	0⁽¹⁾	D
Common Stock	10/01/2004		F		4,708.65	D	$28.26	55,801.4506⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Shares⁽³⁾	⁽³⁾							⁽³⁾	⁽³⁾	Common Stock	⁽³⁾		1,200	D
Employee Stock Option (right to buy)	$22.62							03/31/2002	03/31/2009	Common Stock	25,895		25,895	D
Employee Stock Option (right to buy)	$27.12							09/30/2002	09/30/2009	Common Stock	23,109		23,109	D
Employee Stock Option (right to buy)	$26.88							09/30/2003	09/30/2010	Common Stock	26,791		26,791	D
Employee Stock Option (right to buy)	$26.89							09/30/2004	09/30/2011	Common Stock	52,501		52,501	D
Employee Stock Option (right to buy)	$23.91							10/01/2005	10/01/2012	Common Stock	71,863		71,863	D
Employee Stock Option (right to buy)	$27.58							10/01/2006	10/01/2013	Common Stock	95,799		95,799	D
Employee Stock Option (right to buy)	$28.26	10/01/2004		A		96,224		10/01/2007	10/01/2014	Common Stock	96,224	$0.00	96,224	D

Explanation of Responses:

1. This line reports vesting of performance shares under a plan exempt under Rule 16b-3. Total securities owned following this transaction are reported on the second line of this Table following withholding of shares for taxes.

2. This line reports withholding of performance shares for taxes under a plan exempt under Rule 16b-3. This total includes shares acquired through reinvestment of dividends under the company's dividend reinvestment and common stock purchase plan, and 1,200 restricted shares.

3. This represents the automatic vesting feature of unvested restricted shares on a change of control. These restricted shares are included on Table 1 of this report.

Remarks:

	By Douglas V. Pope, pursuant to written authorization filed with the Commission. /s/	10/05/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.