ITEM 5.02: DEPARTURE OF DIRECTOR OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS

WGL Holdings, Inc. and its public utility subsidiary, Washington Gas Light Company (together, the "Companies"), reported that on December 19, 2008, Mr. James H. DeGraffenreidt, Jr., Chairman of the Board and Chief Executive Officer of the Companies, advised the Companies' boards of directors that he will retire from the Companies and their boards of directors effective on October 1, 2009.
The boards of directors of the Companies have approved a succession plan providing that Mr. Terry D. McCallister, who is presently serving as President and Chief Operating Officer of the Companies, will become Chairman and Chief Executive Officer of the Companies upon the retirement of Mr. DeGraffenreidt on October 1, 2009. Mr. McCallister has also been nominated for election as a director of the Companies at the annual meetings of shareholders of the Companies that are scheduled to be held on March 5, 2009.
In connection with Mr. McCallister's nomination to the Companies' boards of directors, an amendment to the Washington Gas Light Company Bylaws will be adopted to increase the number of directors from eight persons to nine persons effective with the annual meeting of shareholders on March 5, 2009. The board of directors of WGL Holdings, Inc. will adopt a resolution to increase the number of directors from eight persons to nine persons, effective with the annual meeting of shareholders on March 5, 2009.

ITEM 7.01: REGULATION FD DISCLOSURE
On December 23, 2008, the Companies issued a news release announcing these management changes. A copy of the news release is furnished as Exhibit 99.1 to this Current Report on Form
8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits The following exhibit is furnished herewith:
99.1 News Release issued December 23, 2008.

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