UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

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

Date of Report (Date of earliest event reported): September 26, 2012

Former name or former address, if changed since last report: None

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:

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

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

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

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

ITEM 5.05 AMENDMENT TO THE REGISTRANT’S CODE OF ETHICS; OR WAIVER OF A PROVISION OF THE CODE OF ETHICS

(a) On September 26, 2012, the Boards of Directors of WGL Holdings, Inc. and Washington Gas Light Company amended their Code of Conduct. The Code of Conduct was amended to add certain anti-hedging provisions. The anti-hedging provisions apply to all employees, executive officers and directors of WGL Holdings, Inc. and its subsidiaries, including Washington Gas Light Company. The revisions are effective November 1, 2012.

A copy of the Code of Conduct is filed as an Exhibit to this Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

14.1 Code of Conduct as amended on September 26, 2012.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this Report to be signed on their behalf by the undersigned hereunto duly authorized.