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WGL Holdings, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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February 9, 2010

**** IMPORTANT ****

Dear WGL Holdings, Inc. Shareholder:

     Enclosed you will find additional proxy materials relating to our Annual Meeting of Shareholders scheduled to be held on March 4, 2010.

     Because of a change in New York Stock Exchange rules, unlike at our previous annual meetings, your broker will not be able to vote your shares with respect to the election of directors if you have not provided instructions to your broker. We strongly encourage you to submit your enclosed voting instruction form and exercise your right to vote.

     Your Board recommends that you vote FOR the election of each director, FOR the ratification of the appointment of auditors and FOR the approval of the Directors’ Stock Compensation Plan, as amended and restated. The Board recommends that you vote AGAINST the shareholder proposal regarding cumulative voting.

     Because we have not heard from you, we are sending you this reminder notice, and we urge you to vote your shares immediately. As a shareholder, you have the ability to vote over the Internet or by telephone, and we are asking you to do so now to save WGL Holdings, Inc. further expense. Instructions on how to vote over the telephone or Internet are enclosed in this package.

     Your shares cannot be represented at the Annual Meeting on the election of directors, the directors’ stock compensation plan proposal or the shareholder proposal, unless you either sign and return the enclosed voting form or vote by telephone or over the Internet.

     If you sign and return the enclosed form without indicating a different choice, your shares will be voted “FOR” the election of each of the named nominees for director, “FOR” the ratification the appointment of auditors, “FOR” approval of the Directors’ Stock Compensation Plan, as amended and restated, and “AGAINST” the shareholder proposal regarding cumulative voting for directors.

Please Vote Today

     Thank you for your investment in WGL Holdings, Inc. and for voting your shares. If you have questions or need help voting your shares, please call our proxy solicitation firm, Morrow & Co., LLC. at 800-278-2141.

Sincerely,

Douglas V. Pope
Secretary