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

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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)
11/14/2006

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	11/14/2006		M		25,895	A	$22.62	100,749.504⁽¹⁾	D
Common Stock	11/14/2006		M		23,109	A	$27.12	123,858.504⁽¹⁾	D
Common Stock	11/14/2006		M		26,791	A	$26.88	150,649.504⁽¹⁾	D
Common Stock	11/14/2006		S		75,795	D	$32.814	74,854.504⁽¹⁾	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)
Employee Stock Option (right to buy)	$22.62	11/14/2006		M			25,895	03/31/2002	03/31/2009	Common Stock	25,895	$0.00	0	D
Employee Stock Option (right to buy)	$27.12	11/14/2006		M			23,109	09/30/2002	09/30/2009	Common Stock	23,109	$0.00	0	D
Employee Stock Option (right to buy)	$26.88	11/14/2006		M			26,791	09/30/2003	09/30/2010	Common Stock	26,791	$0.00	0	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							10/01/2007	10/01/2014	Common Stock	96,224		96,224	D
Employee Stock Option (right to buy)	$32.13							10/01/2008	10/01/2015	Common Stock	87,635		87,635	D
Employee Stock Option (right to buy)	$31.34							10/01/2009	10/01/2016	Common Stock	116,465		116,465	D

Explanation of Responses:

1. This total includes shares acquired through reinvestment of dividends under the company's dividend reinvestment and common stock purchase plan.

Remarks:

	James H. DeGraffenreidt, Jr. By Douglas V. Pope, pursuant to written authorization filed with the Commission.	11/15/2006
	** 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).
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