UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 29, 2004

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR

On September 29, 2004, the Board of Directors of Washington Gas Light Company (the Company) adopted an amendment to the Company’s Bylaws. The amendment to the Bylaws was effective on September 29, 2004.

The amendment to the Company’s Bylaws changed the date of the annual meeting of shareholders as provided in the Bylaws from the first Tuesday in the month of March in each year to the last Wednesday in the month of February in each year.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits
      3(ii) Text of amendment to Bylaws of Washington Gas Light Company.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

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