Registration No. 333-

                         _____________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         _____________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                         _____________________________


                          WASHINGTON GAS LIGHT COMPANY
             (Exact name of registrant as specified in its charter)


District of Columbia and Virginia                              53-0162882
(State or other jurisdiction                                   (I.R.S. Employer
          of incorporation or organization)               Identification Number)

1100 H Street, N.W.                                                 20080
Washington, D.C.                                                  (Zip Code)
(Address of registrant's Executive Offices)

                        1999 INCENTIVE COMPENSATION PLAN
                            (Full title of the plan)

                           DOUGLAS V. POPE, Secretary
                          Washington Gas Light Company
                               1100 H Street, N.W.
                             Washington, D.C. 20080

                     (Name and address of agent for service)
                                 (202) 642-6395
          (Telephone number, including area code, of agent for service)

                         _______________________________

                         CALCULATION OF REGISTRATION FEE

===============================================================================
Title of                      Proposed          Proposed
securities       Amount       maximum           maximum             Amount of
  to be          to be      offering price      aggregate          registration
registered     registered    per unit (1)    offering price (1)       fee (1)
----------     ----------   --------------   ------------------    ------------

Common Stock,   1,000,000
 $1 par value     shares      $25.2813/sh      $25,281,300          $7,028.20

===============================================================================

(1)  This  registration  fee has been calculated  pursuant to Rule 457(h) on the
     basis of the average high and low prices of the  Company's  common stock on
     the New York Stock Exchange on July 13, 1999.

In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.

<PAGE>



                                     PART I

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

     *This Registration  Statement is filed by Washington Gas Light Company (the
"Company") relating to 1,000,000 shares of its common stock, par value $1.00 per
share (the "Common Stock").

     The Common Stock is to be issued  pursuant to the Company's  1999 Incentive
Compensation  Plan (the  "Plan").  The Common Stock could be issued  pursuant to
stock options,  performance  stock,  restricted  stock,  deferred  stock,  stock
granted as a bonus or in lieu of other awards or other stock based awards.

     Pursuant  to the  instructions  relating  to Part I of Form S-8,  documents
containing  information  specified in Part I, Items 1 and 2, are not included as
part  of this  Registration  Statement,  but  will  be  sent  or  given  to Plan
participants as specified in Rule 428(b)(1).


                                     PART II


Item 3.  Incorporation of Documents by Reference

     The  following   documents   previously   filed  with  the  Commission  are
incorporated by reference in this Registration Statement

1.   The  Company's  Annual  Report  on Form  10-K  for the  fiscal  year  ended
     September 30, 1998.

2.   The Company's  Quarterly Report on Form 10-Q for the quarter ended December
     31, 1998.

3.   The Company's Current Report on Form 8-K, dated October 13, 1998.

4.   The Company's Current Report on Form 8-K, dated October 30, 1998.

5.   The Company's Current Report on Form 8-K, dated November 4, 1998.

6.   The Company's Current Report on Form 8-K, dated November 25, 1998.

7.   The Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
     1999.

8.   The Company's Current Report on Form 8-K, dated June 28, 1999.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(c) of the Securities  Exchange Act of 1934, prior to the filing
of a post-effective  amendment which indicates that all securities  offered have
been  sold or which  deregisters  all  securities  then  remaining  unsold,  are
incorporated by reference and are part of this  Registration  Statement from the
date of filing of such documents.

                                       1

<PAGE>

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated by reference in this  Registration  Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a  statement  contained  in this  Registration  Statement  or in any  other
contemporaneously  or subsequently  filed document which also is or is deemed to
be  incorporated  by  reference  in  this  Registration  Statement  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Certain legal  matters in connection  with the legality of the Common Stock
offered  hereby will be passed upon for the company by John K. Keane,  Jr., Esq.
Mr.  Keane,  Senior Vice  President  and General  Counsel  for the  company,  is
regularly employed by the company and owns 17,902 shares of the company's Common
Stock as of April 30, 1999.

Item 6.  Indemnification of Directors and Officers.

     Under the  Company's  Bylaws,  the  Company is required  to  indemnify  any
officer or director who was or is a party or is threatened to be made a party to
any action,  suit or proceeding by reason of such person's  status as a director
or officer of the Company against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding,  unless such person is finally  adjudged to be liable for willful
misconduct  in the  performance  of duties to the  Company or to have  knowingly
violated the criminal law.

     The  Company  carries a policy of  insurance  which,  among  other  things,
provides for payment to the Company of sums  expended  pursuant to the Company's
Bylaws and lawful indemnification for liability of officers and directors.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Exhibit No.            Description of Exhibits
         -----------     -----------------------------------------

             4           Charter of the Company, as amended
                         (incorporated by reference to the
                         Company's Form S-3 filed July 21, 1995,
                         SEC File No. 033-61199)

             5           Opinion of John K. Keane, Jr., Esquire.

            10           1999 Incentive Compensation Plan,
                         incorporated by reference to the Company's
                         definitive proxy statement dated
                         January 25, 1999.

            23(a)        Consent of Arthur Andersen LLP.

            23(b)        Consent of John K. Keane, Jr., Esquire
                         (included in Exhibit No. 5).

            24           Power of Attorney and Board Resolutions.

                                       2

<PAGE>

Item 9.  Undertakings.

         (a)   Rule 415 offering.
               ------------------

              The Company hereby undertakes:

              (1)   To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this registration
                    statement:

                    (i)  To include any prospectus  required by Section 10(a)(3)
                         of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  registration
                         statement (or the most recent post-effective  amendment
                         thereto)  which,  individually  or  in  the  aggregate,
                         represents a fundamental  change in the information set
                         forth in the  registration  statement;  Notwithstanding
                         the  foregoing,  any  increase or decrease in volume of
                         securities  offered  (if  the  total  dollar  value  of
                         securities  offered  would not  exceed  that  which was
                         registered)  and any deviation from the low or high end
                         of  the  estimated   maximum   offering  range  may  be
                         reflected  in the  form of  prospectus  filed  with the
                         Commission   pursuant   to  Rule   424(b)  if,  in  the
                         aggregate, the changes in volume and price represent no
                         more  than  a  20%  change  in  the  maximum  aggregate
                         offering  price  set  forth  in  the   "Calculation  of
                         Registration  Fee" table in the effective  Registration
                         Statement.

                    (iii)To include any  material  information  with  respect to
                         the plan of  distribution  not previously  disclosed in
                         the  registration  statement or any material  change to
                         such information in the registration statement:

                    Provided, however, that paragraphs (1)(i) and (1)(ii) do not
                    apply if the  registration  statement is on Form S-3 or Form
                    S-8  and  the  information  required  to  be  included  in a
                    post-effective amendment by those paragraphs is contained in
                    periodic reports filed by the Company pursuant to Section 13
                    or Section 15(d) of the Securities Exchange Act of 1934 that
                    are   incorporated   by  references  in  this   registration
                    statement;

               (2)  That, for the purpose of determining any liability under the
                    Securities Act of 1933, each such  post-effective  amendment
                    shall be deemed to be a new registration  statement relating
                    to the securities offered therein,  and the offering of such
                    securities  at that time  shall be deemed to be the  initial
                    bona fide offering thereof; and

               (3)  To remove  from  registration  by means of a  post-effective
                    amendment  any  of the  securities  being  registered  which
                    remain unsold at the termination of the offering.

          (b)  Filings  incorporating   subsequent  Exchange  Act  Documents  by
               Reference.
               ----------------------------------------------------------------

               The undersigned  registrant  hereby undertakes that, for purposes
               of  determining  any liability  under the Securities Act of 1933,
               each filing of the registrant's annual report pursuant to section
               13(a) or section  15(d) of the  Securities  Exchange  Act of 1934
               that is incorporated by reference in the  registration  statement
               shall be deemed to be a new  registration  statement  relating to
               the  securities   offered  herein,   and  the  offering  of  such
               securities  at that time shall be deemed to be the  initial  bona
               fide offering thereof.

                                       3

<PAGE>

               Insofar as  indemnification  for  liabilities  arising  under the
               Securities  Act of 1933,  as  amended  (the  "1933  Act")  may be
               permitted to directors,  officers and controlling  persons of the
               registrant  pursuant to the foregoing  provisions,  or otherwise,
               the  registrant  has  been  advised  that in the  opinion  of the
               Securities  and  Exchange  Commission  such   indemnification  is
               against  public  policy  as  expressed  in the  1933  Act and is,
               therefore,   unenforceable.   In  the  event  that  a  claim  for
               indemnification  against such liabilities (other than the payment
               by the  registrant  of  expenses  incurred or paid by a director,
               officer or controlling person of the registrant in the successful
               defense of any action,  suit or  proceeding)  is asserted by such
               director,  officer or controlling  person in connection  with the
               securities being  registered,  the registrant will, unless in the
               opinion of its counsel the matter has been settled by controlling
               precedent,  submit  to a court of  appropriate  jurisdiction  the
               question  whether such  indemnification  by it is against  public
               policy as  expressed  in the 1933 Act and will be governed by the
               final adjudication of such issue.

                                       4

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements for filing Form S-8 and has duly caused this registration statement
to be signed on its behalf by the  undersigned,  who is duly authorized to sign,
in the City of Washington, District of Columbia, on the 19th day of July, 1999.
                                                        -----------------------

                                              WASHINGTON GAS LIGHT COMPANY

                                       By     JAMES H. DeGRAFFENREIDT, JR.*
                                           ------------------------------------
                                              James H. DeGraffenreidt, Jr.
                                           Chairman and Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement or has been signed below by the following persons in the
capacities indicated.

       SIGNATURES                            TITLE                     DATE
       ----------                   -------------------------      -------------

JAMES H. DeGRAFFENREIDT, JR.*       Chairman of the Board and      July 19, 1999
-----------------------------        Chief Executive Officer
(James H. DeGraffenreidt, Jr.)           and Director

      JOSEPH M. SCHEPIS*               President and Chief         July 19, 1999
-----------------------------           Operating Officer
     (Joseph M. Schepis)                   and Director

      FREDERIC M. KLINE                Vice President, and         July 19, 1999
-----------------------------         Chief Financial Officer
     (Frederic M. Kline)           (Principal Financial Officer)

     ROBERT E. TUORINIEMI*                  Controller             July 19, 1999
-----------------------------              (Principal
     (Robert E. Tuoriniemi)             Accounting Officer)

      MICHAEL D. BARNES*                      Director             July 19, 1999
-----------------------------
     (Michael D. Barnes)

      FRED J. BRINKMAN*                       Director             July 19, 1999
-----------------------------
      (Fred J. Brinkman)

   DANIEL J. CALLAHAN, III*                   Director             July 19, 1999
-----------------------------
  (Daniel J. Callahan, III)

      ORLANDO W. DARDEN*                      Director             July 19, 1999
-----------------------------
     (Orlando W. Darden)

        MELVYN J. ESTRIN*                     Director             July 19, 1999
------------------------------
       (Melvyn J. Estrin)

        PHILIP A. ODEEN*                      Director             July 19, 1999
------------------------------
       (Philip A. Odeen)

     KAREN HASTIE WILLIAMS*                  Director              July 19, 1999
------------------------------
    (Karen Hastie Williams)

*By:  FREDERIC M. KLINE
------------------------------
     (Frederic M. Kline)
      Attorney-in Fact)


                                       5


<PAGE>


                                      II-3



Exhibit No.                   Description of Exhibits
-----------    ---------------------------------------------------

    4          Charter of the Company as amended (incorporated by
               reference to the Company's Form 10-Q for the quarter
               ended June 30, 1993, SEC File No. 1-1483).

    5          Opinion of John K. Keane, Jr., Esquire.

   23(a)       Consent of Arthur Andersen LLP.

   23(b)       Consent of John K. Keane, Jr., Esquire (included in
               Exhibit No. 5).

   24          Power of Attorney and Board Resolutions


                                       6
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17991}]
{"company-data": {"conformed-name": "WASHINGTON GAS LIGHT CO", "cik": "0000104819", "assigned-sic": "4924", "irs-number": "530162882", "state-of-incorporation": "DC", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83185", "film-number": "99666704"}, "business-address": {"street1": "1100 H STREET NW", "city": "WASHINGTON", "state": "DC", "zip": "20080", "phone": "7037504440"}, "mail-address": {"street1": "1100 H STREET NW", "city": "WASHINGTON", "state": "DC", "zip": "20080"}}
Registration No. 333-

                         _____________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         _____________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                         _____________________________

                          WASHINGTON GAS LIGHT COMPANY
             (Exact name of registrant as specified in its charter)

District of Columbia and Virginia                              53-0162882
(State or other jurisdiction                                   (I.R.S. Employer
          of incorporation or organization)               Identification Number)

1100 H Street, N.W.                                                 20080
Washington, D.C.                                                  (Zip Code)
(Address of registrant's Executive Offices)

                        1999 INCENTIVE COMPENSATION PLAN
                            (Full title of the plan)

                           DOUGLAS V. POPE, Secretary
                          Washington Gas Light Company
                               1100 H Street, N.W.
                             Washington, D.C. 20080

                     (Name and address of agent for service)
                                 (202) 642-6395
          (Telephone number, including area code, of agent for service)

                         _______________________________

                         CALCULATION OF REGISTRATION FEE

===============================================================================
Title of                      Proposed          Proposed
securities       Amount       maximum           maximum             Amount of
  to be          to be      offering price      aggregate          registration
registered     registered    per unit (1)    offering price (1)       fee (1)
----------     ----------   --------------   ------------------    ------------

Common Stock,   1,000,000
 $1 par value     shares      $25.2813/sh      $25,281,300          $7,028.20

===============================================================================

(1)  This  registration  fee has been calculated  pursuant to Rule 457(h) on the
     basis of the average high and low prices of the  Company's  common stock on
     the New York Stock Exchange on July 13, 1999.

In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
PART I

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

     *This Registration  Statement is filed by Washington Gas Light Company (the
"Company") relating to 1,000,000 shares of its common stock, par value $1.00 per
share (the "Common Stock").

     The Common Stock is to be issued  pursuant to the Company's  1999 Incentive
Compensation  Plan (the  "Plan").  The Common Stock could be issued  pursuant to
stock options,  performance  stock,  restricted  stock,  deferred  stock,  stock
granted as a bonus or in lieu of other awards or other stock based awards.

     Pursuant  to the  instructions  relating  to Part I of Form S-8,  documents
containing  information  specified in Part I, Items 1 and 2, are not included as
part  of this  Registration  Statement,  but  will  be  sent  or  given  to Plan
participants as specified in Rule 428(b)(1).

                                     PART II

Item 3.  Incorporation of Documents by Reference

     The  following   documents   previously   filed  with  the  Commission  are
incorporated by reference in this Registration Statement

1.   The  Company's  Annual  Report  on Form  10-K  for the  fiscal  year  ended
     September 30, 1998.

2.   The Company's  Quarterly Report on Form 10-Q for the quarter ended December
     31, 1998.

3.   The Company's Current Report on Form 8-K, dated October 13, 1998.

4.   The Company's Current Report on Form 8-K, dated October 30, 1998.

5.   The Company's Current Report on Form 8-K, dated November 4, 1998.

6.   The Company's Current Report on Form 8-K, dated November 25, 1998.

7.   The Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
     1999.

8.   The Company's Current Report on Form 8-K, dated June 28, 1999.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(c) of the Securities  Exchange Act of 1934, prior to the filing
of a post-effective  amendment which indicates that all securities  offered have
been  sold or which  deregisters  all  securities  then  remaining  unsold,  are
incorporated by reference and are part of this  Registration  Statement from the
date of filing of such documents.

                                       1
Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated by reference in this  Registration  Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a  statement  contained  in this  Registration  Statement  or in any  other
contemporaneously  or subsequently  filed document which also is or is deemed to
be  incorporated  by  reference  in  this  Registration  Statement  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Certain legal  matters in connection  with the legality of the Common Stock
offered  hereby will be passed upon for the company by John K. Keane,  Jr., Esq.
Mr.  Keane,  Senior Vice  President  and General  Counsel  for the  company,  is
regularly employed by the company and owns 17,902 shares of the company's Common
Stock as of April 30, 1999.

Item 6.  Indemnification of Directors and Officers.

     Under the  Company's  Bylaws,  the  Company is required  to  indemnify  any
officer or director who was or is a party or is threatened to be made a party to
any action,  suit or proceeding by reason of such person's  status as a director
or officer of the Company against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding,  unless such person is finally  adjudged to be liable for willful
misconduct  in the  performance  of duties to the  Company or to have  knowingly
violated the criminal law.

     The  Company  carries a policy of  insurance  which,  among  other  things,
provides for payment to the Company of sums  expended  pursuant to the Company's
Bylaws and lawful indemnification for liability of officers and directors.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Exhibit No.            Description of Exhibits
         -----------     -----------------------------------------

             4           Charter of the Company, as amended
                         (incorporated by reference to the
                         Company's Form S-3 filed July 21, 1995,
                         SEC File No. 033-61199)

             5           Opinion of John K. Keane, Jr., Esquire.

            10           1999 Incentive Compensation Plan,
                         incorporated by reference to the Company's
                         definitive proxy statement dated
                         January 25, 1999.

            23(a)        Consent of Arthur Andersen LLP.

            23(b)        Consent of John K. Keane, Jr., Esquire
                         (included in Exhibit No. 5).

            24           Power of Attorney and Board Resolutions.

                                       2
Item 9.  Undertakings.

         (a)   Rule 415 offering.
               ------------------

              The Company hereby undertakes:

              (1)   To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this registration
                    statement:

                    (i)  To include any prospectus  required by Section 10(a)(3)
                         of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  registration
                         statement (or the most recent post-effective  amendment
                         thereto)  which,  individually  or  in  the  aggregate,
                         represents a fundamental  change in the information set
                         forth in the  registration  statement;  Notwithstanding
                         the  foregoing,  any  increase or decrease in volume of
                         securities  offered  (if  the  total  dollar  value  of
                         securities  offered  would not  exceed  that  which was
                         registered)  and any deviation from the low or high end
                         of  the  estimated   maximum   offering  range  may  be
                         reflected  in the  form of  prospectus  filed  with the
                         Commission   pursuant   to  Rule   424(b)  if,  in  the
                         aggregate, the changes in volume and price represent no
                         more  than  a  20%  change  in  the  maximum  aggregate
                         offering  price  set  forth  in  the   "Calculation  of
                         Registration  Fee" table in the effective  Registration
                         Statement.

                    (iii)To include any  material  information  with  respect to
                         the plan of  distribution  not previously  disclosed in
                         the  registration  statement or any material  change to
                         such information in the registration statement:

                    Provided, however, that paragraphs (1)(i) and (1)(ii) do not
                    apply if the  registration  statement is on Form S-3 or Form
                    S-8  and  the  information  required  to  be  included  in a
                    post-effective amendment by those paragraphs is contained in
                    periodic reports filed by the Company pursuant to Section 13
                    or Section 15(d) of the Securities Exchange Act of 1934 that
                    are   incorporated   by  references  in  this   registration
                    statement;

               (2)  That, for the purpose of determining any liability under the
                    Securities Act of 1933, each such  post-effective  amendment
                    shall be deemed to be a new registration  statement relating
                    to the securities offered therein,  and the offering of such
                    securities  at that time  shall be deemed to be the  initial
                    bona fide offering thereof; and

               (3)  To remove  from  registration  by means of a  post-effective
                    amendment  any  of the  securities  being  registered  which
                    remain unsold at the termination of the offering.

          (b)  Filings  incorporating   subsequent  Exchange  Act  Documents  by
               Reference.
               ----------------------------------------------------------------

               The undersigned  registrant  hereby undertakes that, for purposes
               of  determining  any liability  under the Securities Act of 1933,
               each filing of the registrant's annual report pursuant to section
               13(a) or section  15(d) of the  Securities  Exchange  Act of 1934
               that is incorporated by reference in the  registration  statement
               shall be deemed to be a new  registration  statement  relating to
               the  securities   offered  herein,   and  the  offering  of  such
               securities  at that time shall be deemed to be the  initial  bona
               fide offering thereof.

                                       3
Insofar as  indemnification  for  liabilities  arising  under the
               Securities  Act of 1933,  as  amended  (the  "1933  Act")  may be
               permitted to directors,  officers and controlling  persons of the
               registrant  pursuant to the foregoing  provisions,  or otherwise,
               the  registrant  has  been  advised  that in the  opinion  of the
               Securities  and  Exchange  Commission  such   indemnification  is
               against  public  policy  as  expressed  in the  1933  Act and is,
               therefore,   unenforceable.   In  the  event  that  a  claim  for
               indemnification  against such liabilities (other than the payment
               by the  registrant  of  expenses  incurred or paid by a director,
               officer or controlling person of the registrant in the successful
               defense of any action,  suit or  proceeding)  is asserted by such
               director,  officer or controlling  person in connection  with the
               securities being  registered,  the registrant will, unless in the
               opinion of its counsel the matter has been settled by controlling
               precedent,  submit  to a court of  appropriate  jurisdiction  the
               question  whether such  indemnification  by it is against  public
               policy as  expressed  in the 1933 Act and will be governed by the
               final adjudication of such issue.

                                       4
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements for filing Form S-8 and has duly caused this registration statement
to be signed on its behalf by the  undersigned,  who is duly authorized to sign,
in the City of Washington, District of Columbia, on the 19th day of July, 1999.
                                                        -----------------------

                                              WASHINGTON GAS LIGHT COMPANY

                                       By     JAMES H. DeGRAFFENREIDT, JR.*
                                           ------------------------------------
                                              James H. DeGraffenreidt, Jr.
                                           Chairman and Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement or has been signed below by the following persons in the
capacities indicated.

       SIGNATURES                            TITLE                     DATE
       ----------                   -------------------------      -------------

JAMES H. DeGRAFFENREIDT, JR.*       Chairman of the Board and      July 19, 1999
-----------------------------        Chief Executive Officer
(James H. DeGraffenreidt, Jr.)           and Director

      JOSEPH M. SCHEPIS*               President and Chief         July 19, 1999
-----------------------------           Operating Officer
     (Joseph M. Schepis)                   and Director

      FREDERIC M. KLINE                Vice President, and         July 19, 1999
-----------------------------         Chief Financial Officer
     (Frederic M. Kline)           (Principal Financial Officer)

     ROBERT E. TUORINIEMI*                  Controller             July 19, 1999
-----------------------------              (Principal
     (Robert E. Tuoriniemi)             Accounting Officer)

      MICHAEL D. BARNES*                      Director             July 19, 1999
-----------------------------
     (Michael D. Barnes)

      FRED J. BRINKMAN*                       Director             July 19, 1999
-----------------------------
      (Fred J. Brinkman)

   DANIEL J. CALLAHAN, III*                   Director             July 19, 1999
-----------------------------
  (Daniel J. Callahan, III)

      ORLANDO W. DARDEN*                      Director             July 19, 1999
-----------------------------
     (Orlando W. Darden)

        MELVYN J. ESTRIN*                     Director             July 19, 1999
------------------------------
       (Melvyn J. Estrin)

        PHILIP A. ODEEN*                      Director             July 19, 1999
------------------------------
       (Philip A. Odeen)

     KAREN HASTIE WILLIAMS*                  Director              July 19, 1999
------------------------------
    (Karen Hastie Williams)

*By:  FREDERIC M. KLINE
------------------------------
     (Frederic M. Kline)
      Attorney-in Fact)

                                       5
II-3

Exhibit No.                   Description of Exhibits
-----------    ---------------------------------------------------

    4          Charter of the Company as amended (incorporated by
               reference to the Company's Form 10-Q for the quarter
               ended June 30, 1993, SEC File No. 1-1483).

    5          Opinion of John K. Keane, Jr., Esquire.

   23(a)       Consent of Arthur Andersen LLP.

   23(b)       Consent of John K. Keane, Jr., Esquire (included in
               Exhibit No. 5).

   24          Power of Attorney and Board Resolutions

                                       6