United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Name of Issuer - WGL Holdings Inc.

Title or Class of Securities - Common Stock

CUSIP Number - 92924F106

Check the following box if a fee is being paid with this
statement [  ].

Cusip No. 92924F106

Page 2 of 6 Pages

1.   Name of  Reporting  Person  (S.S.  or  I.R.S.  Identification  No. of above
     person)

     American Century Investment Management, Inc. - 44-0640487


2.   Check the appropriate box if a member of a group* - N/A

3.   SEC Use Only

4.   Citizenship or place of organization

     Delaware


5.   Sole voting power

     4,845,300

6.   Shared voting power

     0

7.   Sole dispositive power

     4,845,300

8.   Shared dispositive power

     0

9.   Aggregate amount beneficially owned by each reporting person

     4,845,300

10.  Check box if the aggregate amount in Row (9) excludes certain shares

     N/A


11.  Percent of class represented by amount in Row 9

     9.97%

12.  Type of reporting person*

     IA

Cusip No. 92924F106

Page 3 of 6 Pages

1.   Name of  Reporting  Person  (S.S.  or  I.R.S.  Identification  No. of above
     person)

     American Century Capital Portfolios, Inc. - 43-1646043


2.   Check the appropriate box if a member of a group* - N/A

3.   SEC Use Only

4.   Citizenship or place of organization

     Maryland

5.   Sole voting power

     2,841,400

6.   Shared voting power

     0

7.   Sole dispositive power

     2,841,400

8.   Shared dispositive power

     0

9.   Aggregate amount beneficially owned by each reporting person

     2,841,400

10.  Check box if the aggregate amount in Row (9) excludes certain shares

     N/A

11.  Percent of class represented by amount in Row 9

     5.85%

12.  Type of reporting person*

     IV

SCHEDULE 13G


Item 1(a).   NAME OF ISSUER

     WGL Holdings Inc.

Item 1(b).   ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES

     300 Delaware Avenue
     Washington, DC.  20080

Item 2(a).   NAME OF PERSONS FILING

     American Century Investment  Management,  Inc., on its behalf and on behalf
     of:

     American Century Capital Portfolios, Inc. - 43-1646043


Item 2(b).   ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

     4500 Main Street
     P.O. Box 418210
     Kansas City, MO 64141-9210
     Attn:  Charles C.S. Park


Item 2(c).   CITIZENSHIP

     Delaware


Item 2(d).   TITLE OF CLASS OF SECURITIES

     Common Stock


Item 2(e).     CUSIP NO.

     92924F106


Item 3.   IF THIS  STATEMENT  IS FILED  PURSUANT TO RULES  13d-1(b) OR 13d-2(b),
          CHECK WHETHER THE PERSON FILING IS A

     (g)  [ X ]   Registered Investment Adviser, in accordance with
               Rule 13d-1(b)(ii)(E) (Note:  See Item 7).


Item 4.   OWNERSHIP

     (a)  Aggregate amount beneficially owned:

          4,845,300

     (b)  Percent of class:

          9.97%

     (c)  Number of shares as to which such person has:

          (i)  sole power to vote or to direct the vote:

               4,845,300

          (ii) shared power to vote or to direct the vote:

               0

          (iii)sole power to dispose or to direct the disposition of:

               4,845,300

          (iv) shared power to dispose or to direct the disposition of:

               0

Item 5.   OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

     If this  statement  is being  filed to report  the fact that as of the date
hereof the reporting  person has ceased to be the beneficial  owner of more than
five percent of the class of securities, check the following [ ].


Item 6.   OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

     American  Century  Investment  Management,   Inc.  ("ACIM"),  a  registered
investment adviser, manages, pursuant to management agreements,  the investments
of thirteen registered investment companies, American Century Mutual Funds, Inc.
American Century World Mutual Funds, Inc.  American Century Capital  Portfolios,
Inc.,  American  Century  Variable  Portfolios,  Inc.  American Century Variable
Portfolios II, Inc. American Century Strategic Asset Allocations,  Inc. American
Century  Municipal Trust,  American  Century  Quantitative  Equity Funds,  Inc.,
America Century  International  Bond Funds,  Inc.,  American Century  Investment
Trust,   American  Century  Government  Income  Trust,  America  Century  Target
Maturities Trust, and American Century California  Tax-Free and Municipal Funds,
Inc.,  and manages,  pursuant to  sub-advisory  agreements,  the  investments of
certain  series  of  sixteen  registered  investment  companies,   AXP  Partners
International  Series,  Inc.,  Aegon/Transamerica  Series Funds, Inc.,  American
Skandia Trust,  American  Skandia  Advisory Funds,  Inc., IDEX Mutual Funds, ING
Partners,  Inc., J.P. Morgan  Investment  Fund S1CAV  (Luxembourg),  Mainstay VP
Series Funds, Inc.,  MassMutual  Institutional Funds,  Principal Investors Fund,
Inc., Schwab Capital Trust, Scotia Capital,  Inc., Seasons Series Trust, Skandia
Global Funds plc,  Style  Select  Series,  Inc.  and VALIC  Company I. ACIM also
manages the assets of institutional  investor accounts.  The securities that are
subject to this report are owned by and held for such  investment  companies and
separate  institutional  investor  accounts.  Any  dividends  received from such
securities, or the proceeds of any sale of such securities,  are for the benefit
of,  and are held for  such  investment  companies  and  separate  institutional
investor accounts.

     American Century Capital  Portfolios,  Inc. owned more than 5% of the class
of securities which are the subject of this report.


Item 7.   IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
          SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

     N/A


Item 8.   IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

     N/A


Item 9.   NOTICE OF DISSOLUTION OF GROUP

     N/A


Item 10.  CERTIFICATION

     By signing  below I certify  that,  to the best of my knowledge and belief,
the  securities  referred  to above  were  acquired  in the  ordinary  course of
business  and were not acquired for the purpose of and do not have the effect of
changing or  influencing  the control of the issuer of such  securities and were
not acquired in connection  with or as a participant in any  transaction  having
such purpose or effect.


SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.



February 10, 2003             AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
     Date

                               By: /s/Charles C.S. Park

                                   Charles C.S. Park
                                   Assistant Secretary


EXHIBIT A

Rule 13d-1(f)(1)(iii) Agreement


     Each of the  undersigned  hereby  agrees and consents to the  execution and
joint filing on its behalf by American Century  Investment  Management,  Inc. of
this Schedule 13G respecting the  beneficial  ownership of the securities  which
are the subject of this schedule at December 31, 2002.

     Dated this 10th day of February, 2003.

                                American Century Investment Management, Inc.


                                By: /s/Charles C.S. Park

                                    Charles C.S. Park
                                    Assistant Secretary



                                American Century Capital Portfolios, Inc.


                                By: /s/Charles C.S. Park

                                    Charles C.S. Park
                                    Vice President