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                                                                    EXHIBIT 4.1

                               WGL HOLDINGS, INC.

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION

         FIRST:  The name of the Corporation is WGL Holdings, Inc. (the
"Corporation").

         SECOND: The purpose of the Corporation is to engage in any lawful act
or activity not required to be specifically stated in these Articles of
Incorporation ("Articles") for which corporations may be organized under the
laws of the Commonwealth of Virginia.

         THIRD:  (a) The aggregate number of shares which the Corporation is
authorized to issue and the par value per share are as follows:

<TABLE>
<CAPTION>
                CLASS       NUMBER OF SHARES          PAR VALUE
             ---------      ----------------        -----------
<S>                        <C>                     <C>
             Common           120,000,000           No Par Value
             Preferred         3,000,000            No Par Value
</TABLE>


                  (b) The Board of Directors of the Corporation shall have the
         authority to fix, in whole or in part, the preferences, limitations
         and relative rights, within the limits set by law, of (i) any class
         of shares before the issuance of any shares of that class, or (ii)
         one or more series within a class before the issuance of any shares
         of that series.

                  (c) The holders of common stock, to the exclusion of any
         other class of stock of the Corporation, have sole and full power to
         vote for the election of directors and for all other purposes without
         limitation except only (i) as otherwise expressly provided in the
         serial designation of any series of preferred stock, (ii) as
         otherwise expressly provided in these Articles or (iii) as otherwise
         expressly provided by the then existing laws of the Commonwealth of
         Virginia. In the election of directors and in all other matters as to
         which the shareholders shall be entitled to vote, the holders of
         common stock will be entitled to one vote for each share of common
         stock held by them. The outstanding shares of common stock, upon
         dissolution, liquidation or winding up of the Corporation, entitle
         their holders to share, pro rata, based on the number of shares
         owned, in the Corporation's assets remaining after payment or
         provisions for payment of all debts and liabilities of the
         Corporation, and after provisions for the outstanding shares of any
         class of stock or other security having senior liquidation rights to
         the common stock.

                  (d) No holder of shares of stock of any class of the
         Corporation will have any preemptive or preferential right of
         subscription to any shares of any class of stock of the Corporation,
         whether now or hereafter authorized, or to any obligations of the
         Corporation convertible into stock of the Corporation, issued or
         sold, nor any right of subscription to any thereof.

         FOURTH:  Subject to the rights of holders of any series of preferred
stock to elect directors under specified circumstances:

                  (a) The number of directors of the Corporation shall consist
        of one or more individuals as may be fixed from time to time by
        resolution of the Board of Directors of the Corporation.

                  (b) Any action required or permitted by these Articles of
        Incorporation to be taken by the Board of Directors may be taken by a
        duly authorized committee of the Board of Directors, except as
        otherwise required by law.

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         FIFTH: No director or officer of the Corporation shall be liable to
the Corporation or its shareholders for any monetary damages for any action
taken or any failure to take any action as a director or officer; provided,
however, that nothing herein shall be deemed to eliminate or limit any
liability which may not be so eliminated or limited under the laws of the
Commonwealth of Virginia, as in effect at the effective date of these Articles
of Incorporation or as thereafter amended. No amendment, modification or
repeal of this ARTICLE FIFTH shall eliminate or limit the protection afforded
to a officer or director with respect to any act or omission occurring before
the effective date hereof.

         SIXTH: (a) The Corporation shall, to the maximum extent permitted by
applicable law, as from time to time in effect, indemnify any person who was,
is or is threatened to be named as a defendant or respondent in or otherwise
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative and whether formal or
informal, including without limitation any such action, suit or proceeding by
or in the right of the Corporation to procure a judgment in its favor (any
such action, suit or proceeding being herein called a "Proceeding"), because
he or she is or was a director or officer of the Corporation or because he or
she, while a director or officer of the Corporation, is or was serving at the
Corporation's request as a director, officer, partner, trustee, employee or
agent of another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan or any other entity or enterprise, against any
and all judgments, settlements, penalties, fines, including any excise tax
assessed with respect to an employee benefit plan, and/or reasonable expenses
(including counsel fees) incurred with respect to a Proceeding or any appeal
therein.

                  (b) The Corporation shall pay any such expenses incurred by
        a director or officer, or former director or officer, of the
        Corporation in connection with any such Proceeding in advance of the
        final disposition thereof upon receipt of an undertaking by or on
        behalf of such person to repay such advances to the extent of the
        amount to which such person shall ultimately be determined not to be
        entitled and upon satisfaction of such other conditions as may be
        required by applicable law.

                  (c) The Corporation, by resolution of the Board of
        Directors, may extend the benefits of this Article SIXTH to current
        and/or former employees, agents and other representatives of the
        Corporation (each person entitled to benefits under this Article SIXTH
        being hereinafter sometimes called an "Indemnified Person").

                  (d) All rights to indemnification and to the advancement of
        expenses granted under or pursuant to this Article SIXTH shall be
        deemed to arise out of a contract between the Corporation and each
        person who is an Indemnified Person at any time while this Article
        SIXTH is in effect and may be evidenced by a separate contract between
        the Corporation and each Indemnified Person; and such rights shall be
        effective in respect of all Proceedings commenced after the effective
        date of these Articles of Incorporation, whether arising from acts or
        omissions occurring before or after such date. No amendment,
        modification or repeal of this Article SIXTH shall affect any rights
        or obligations theretofore existing.

                  (e) The Corporation may purchase and maintain insurance on
        behalf of, or insure or cause to be insured, any person who is an
        Indemnified Person against any liability asserted against or incurred
        by him or her in any capacity in respect of which he or she is an
        Indemnified Person, or arising out of his or her status in such
        capacity, whether or not the Corporation would have the power to
        indemnify him or her against such liability under this Article SIXTH.
        As used in this Section "insurance" includes retrospectively rated and
        self-insured programs; provided, however that no such program shall
        provide coverage for directors and officers which is prohibited by
        applicable law. The Corporation's indemnity of any person who is an
        Indemnified Person shall be reduced by any amounts such person may
        collect with respect to such liability (1) under any policy of
        insurance purchased and maintained on his or her behalf by the
        Corporation or (2) from any other entity or enterprise served by such
        person.

                  (f) The rights to indemnification and to the advancement of
        expenses and all other benefits provided by, or granted pursuant to,
        this Article SIXTH shall continue as to a person who

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        has ceased to serve in the capacity in respect of which such person
        was an Indemnified Person and shall inure to the benefit of the heirs,
        executors and administrators of such person.

                  (g) The indemnification and advancement of expenses provided
         by, or granted pursuant to, this Article SIXTH shall not be deemed
         exclusive of any other rights to which any Indemnified Person may be
         entitled under any statute or court order or any Bylaw, agreement,
         vote of shareholders or disinterested directors or otherwise.

                  (h) The Board of Directors shall have the power and
         authority to make, alter, amend and repeal such procedural rules and
         regulations relating to indemnification and the advancement of
         expenses as it, in its discretion, may deem necessary or expedient in
         order to carry out the purposes of this Article SIXTH, such rules and
         regulations, if any, to be set forth in the Bylaws of the Corporation
         or in a resolution of the Board of Directors.

       SEVENTH:

       A.         PURPOSE.  Article SEVENTH seeks to assure fair treatment of
each shareholder in the event of specified corporate actions.

       B.         DEFINITIONS.  For purposes of Article SEVENTH, the following
terms mean:

                  1.       "Business Combinations" include:

                           a. any merger or consolidation of the Corporation
                  or any Subsidiary (as hereinafter defined) with (1) any
                  Interested Shareholder (as hereinafter defined), or (2) any
                  other corporation (whether or not it is an Interested
                  Shareholder) which is, or after such merger or consolidation
                  would be, an affiliate of an Interested Shareholder; or

                           b. any sale, lease, exchange, mortgage, pledge,
                  transfer, or other disposition (in one transaction or a
                  series of transactions) to or with any Interested
                  Shareholder or any affiliate of any Interested Shareholder
                  of any assets of the Corporation or any Subsidiary having an
                  aggregate Fair Market Value of $1,000,000 or more; or

                           c. the issuance or transfer by the Corporation or
                  any Subsidiary (in one transaction or a series of
                  transactions) of any securities of the Corporation or any
                  Subsidiary to any Interested Shareholder or any affiliate of
                  any Interested Shareholder in exchange for cash, securities,
                  or other property (or a combination thereof) having an
                  aggregate Fair Market Value of $1,000,000 or more; or

                           d. the adoption of any plan or proposal for a
                  statutory exchange of shares or the liquidation or
                  dissolution of the Corporation initiated by an Interested
                  Shareholder or any affiliate of any Interested Shareholder;
                  or

                           e. any reclassification of securities (including
                  any reverse stock split), or recapitalization of the
                  Corporation, or any merger or consolidation of the
                  Corporation with any of its Subsidiaries or any other
                  transaction (whether or not with or into or otherwise
                  involving an Interested Shareholder) which has the effect,
                  directly or indirectly of increasing the proportionate share
                  of the outstanding shares of any class of equity or
                  convertible securities of the Corporation or any Subsidiary
                  which are directly or indirectly owned by any Interested
                  Shareholder or any affiliate of any Interested Shareholder.

                  2.         A "person" includes any individual, firm,
        corporation, association, or other entity. When two or more persons act
        as a partnership, limited partnership, syndicate, or other group for the
        purpose of acquiring Voting Stock of the Corporation, such partnership,
        syndicate, or group shall be deemed a "person."

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                  3. "Voting Stock" includes those issued and outstanding
        shares of the stock of the Corporation entitled to vote generally in
        the election of Directors but shall not include any shares which may
        be issuable pursuant to any agreement, arrangement, or understanding,
        or upon exercise of conversion rights, exchange rights, warrants, or
        options.

                  4. "Affiliate" or "associate" shall have the respective
         meanings ascribed to such terms in Rule 12b-2 of the General Rules
         and Regulations under the Securities Exchange Act of 1934, as
         amended.

                  5.       A "beneficial owner" of Voting Stock is a person or
         any of its affiliates or associates who or which:

                           a.       own, directly or indirectly, Voting Stock;
                  or

                           b.       have (i) the right to acquire Voting Stock
                  (whether such right may be exercised immediately or only
                  after the passage of time) pursuant to any agreement,
                  arrangement, or understanding or upon the exercise of
                  conversion rights, exchange rights, warrants, or options, or
                  (ii) the right to vote Voting Stock pursuant to any
                  agreement, arrangement, or understanding; or

                           c.       have any agreement, arrangement, or
                  understanding for the purpose of acquiring, holding, voting,
                  or disposing of any shares of Voting Stock with any other
                  person which owns the Voting Stock, directly or indirectly.

                  6.       An "Interested Shareholder" is any person (other than
         the Corporation or any Subsidiary) who or which:

                           a.       is the beneficial owner, directly or
                  indirectly, of more than 10% of the Voting Stock; or

                           b.       is an affiliate of the Corporation and at
                  any time within the two-year period immediately prior to the
                  date in question was the beneficial owner, directly or
                  indirectly, of more than 10% of the Voting Stock; or

                           c.       is an assignee of, or has otherwise
                  succeeded to, any shares of Voting Stock which were at any
                  time within the two-year period immediately prior to the
                  date in question beneficially owned by any Interested
                  Shareholder, if such assignment or succession shall have
                  occurred in the course of a transaction or series of
                  transactions not involving a public offering within the
                  meaning of the Securities Act of 1933, as amended.

                  7.       A "Subsidiary" is any corporation of which a
         majority of any class of equity security is owned, directly or
         indirectly, by the Corporation, provided that, for purposes of the
         definition of Interested Shareholder set forth in B-6 above, the term
         "Subsidiary" shall mean only a corporation of which a majority of
         each class of equity security is owned, directly or indirectly, by
         the Corporation.

                  8.       A "Continuing Director" is any member of the Board
         of Directors of the Corporation (the Board) who is unaffiliated with
         the Interested Shareholder and was a member of the Board immediately
         prior to the time that the Interested Shareholder became an
         Interested Shareholder, and any successor of a Continuing Director
         who is unaffiliated with the Interested Shareholder and is
         recommended to succeed a Continuing Director by a majority of
         Continuing Directors then on the Board.


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                  9.       "Fair Market Value" means:

                           a.       in the case of stock, the highest closing
                  price during the 30-day period immediately preceding the
                  date in question of a share of such stock on the Composite
                  Tape for New York Stock Exchange Listed Stock; or, if such
                  stock is not quoted on the Composite Tape, on the New York
                  Stock Exchange; or, if such stock is not listed on such
                  exchange, on the principal securities exchange registered
                  under the Securities Exchange Act of 1934, as amended, on
                  which such stock is listed; or, if such stock is not listed
                  on any such exchange, the highest closing-bid quotation with
                  respect to a share of such stock during the 30-day period
                  preceding the date in any system then in use; or, if no such
                  quotation for a share of such stock is available, a fair
                  price as determined by the Board in good faith; and

                           b.       the case of property other than cash or
                  stock, the fair market value of such property on the date in
                  question as determined by the Board in good faith.

                  10.      If the Corporation survives in any Business
         Combination, the phrase "consideration other than cash to be
         received" as used in Paragraph E shall include shares of Common Stock
         of the Corporation and/or the shares of any other class of stock of
         the Corporation entitled to vote generally in election of Directors.

         C.       POWERS OF THE BOARD OF DIRECTORS. The Board shall have the
power to determine, after reasonable inquiry, (1) whether a person is an
Interested Shareholder, (2) the number of shares of Voting Stock beneficially
owned by any person, (3) whether a person is an affiliate or associate of
another, and (4) whether the assets which are the subject of any Business
Combination have, or the consideration to be received for the issuance or
transfer of securities by the Corporation or any Subsidiary in any Business
Combination has, an aggregate Fair Market Value of $1,000,000 or more.

         D.       REQUIRED SHAREHOLDER APPROVAL OF A BUSINESS COMBINATION. In
addition to any affirmative vote required by law or other provision of these
Articles, the consummation of any Business Combination shall require the
affirmative vote of the holders of at least 80% of the shares of the
outstanding Voting Stock, voting together as a single class. For purposes of
this Article SEVENTH, each share of the Voting Stock shall have the number of
votes granted to it pursuant to Article THIRD, paragraph (c) of these
Articles. Such vote shall be taken at a duly called Annual Meeting or Special
Meeting of Shareholders. Such affirmative vote shall be required
notwithstanding the fact that no vote may be required by law or that a lesser
percentage may be specified by law, an agreement with any national securities
exchange, or otherwise.

         E.       WHEN VOTE SPECIFIED IN PARAGRAPH D IS NOT REQUIRED.  The
provisions of Paragraph D shall not be applicable to any Business Combination,
and such Business Combination shall require only such affirmative vote as is
required by law or other provision of these Articles, if:

                  1.       the Business Combination shall have been approved
         by a majority of the Continuing Directors; or

                  2.       the following Minimum Price Condition and Specified
         Conditions have been met:

                           a.       As to the Minimum Price Condition, the
                  following standards of fairness must be met:

                                    (1) COMMON STOCK. As of the date of the
                           consummation of the Business Combination, the
                           aggregate amount of the cash and the Fair Market
                           Value of consideration other than cash to be
                           received per share by holders of the Corporation's
                           Common Stock upon the consummation of such Business
                           Combination shall be at least equal to the highest
                           of:

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                                            (a) the highest per-share price
                                    (including any brokerage commissions,
                                    transfer taxes, and soliciting dealers'
                                    fees) paid by the Interested Shareholder
                                    for any shares of the Corporation's Common
                                    Stock acquired by it within the two-year
                                    period immediately prior to the first
                                    public announcement of the proposed
                                    Business Combination (the Announcement
                                    Date) or in the transaction by which it
                                    became an Interested Shareholder,
                                    whichever is higher;

                                            (b) The Fair Market Value per
                                    share of the Common Stock on the
                                    Announcement Date or on the date on which
                                    the Interested Shareholder became an
                                    Interested Shareholder (the Determination
                                    Date), whichever is higher; or

                                            (c) the price per share equal to
                                    the Fair Market Value per share of the
                                    Corporation's Common Stock determined
                                    pursuant to (b) above multiplied by the
                                    ratio of the highest per-share price
                                    (including any brokerage commissions,
                                    transfer taxes, and soliciting dealers'
                                    fees) paid by the Interested Shareholder
                                    for any shares of Common Stock acquired by
                                    it within the two-year period immediately
                                    prior to the Announcement Date to the Fair
                                    Market Value per share of common stock on
                                    the first day in such two-year period
                                    during which the Interested Shareholder
                                    acquired any shares of Common Stock.

                                    (2)      PREFERRED STOCK. As of the date
                           of the consummation of the Business Combination,
                           the aggregate amount of the cash and the Fair
                           Market Value of consideration other than cash to be
                           received per share by holders of shares of any
                           other class of outstanding Voting Stock shall be at
                           least equal to the highest of the following (it
                           being intended that this Paragraph E-2a(2) must be
                           satisfied with respect to every class of
                           outstanding Voting Stock whether or not the
                           Interested Shareholder has previously acquired any
                           shares of a particular class of Voting Stock):

                                            (a) the highest per-share price
                                    (including any brokerage commissions,
                                    transfer taxes, and soliciting dealers'
                                    fees) paid by the Interested Shareholder
                                    for any shares of such class of Voting
                                    Stock acquired by it within the two-year
                                    period immediately prior to the
                                    Announcement Date or in the transaction by
                                    which it became an Interested Shareholder,
                                    whichever is higher;

                                            (b) the highest preferential
                                    amount per share to which the holders of
                                    shares of such class of Voting Stock are
                                    entitled in the event of any voluntary or
                                    involuntary liquidation, dissolution, or
                                    winding up of the Corporation;

                                            (c) the Fair Market Value per
                                    share of such class of Voting Stock on the
                                    Announcement Date or on the Determination
                                    Date, whichever is higher; or

                                            (d) the price per share equal to
                                    the Fair Market Value per share of such
                                    class of Voting Stock determined pursuant
                                    to (c) above multiplied by the ratio of
                                    the highest per-share price (including any
                                    brokerage commissions, transfer taxes, and
                                    soliciting dealers' fees) paid by the
                                    Interested Shareholder for any shares of
                                    such class of Voting Stock acquired by it
                                    within the two-year period immediately
                                    prior to the Announcement Date to the Fair
                                    Market Value per share of such class of
                                    Voting Stock on the first day in such
                                    two-year period during which the

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                                    Interested Shareholder acquired any shares
                                    of such class of Voting Stock.

                           b.       In addition to the Minimum Price Condition
                  in Paragraph E-2a, the following Specified Conditions in
                  this Paragraph E-2b must also be met:

                                    (1)      FORM OF PAYMENT. The
                           consideration to be received by holders of a
                           particular class of outstanding Voting Stock
                           (including Common Stock) shall be in cash or in the
                           same form as the Interested Shareholder has
                           previously paid for shares of such class of Voting
                           Stock. If the Interested Shareholder has paid for
                           shares of any class of Voting Stock with varying
                           forms of consideration, the form of consideration
                           for such class of Voting Stock shall be either in
                           cash or in the same form used to acquire the
                           largest number of shares of such class of Voting
                           Stock previously acquired by it.

                                    (2)     CHANGES IN CORPORATION DIVIDENDS.
                           After the Interested Shareholder has become an
                           Interested Shareholder and prior to the
                           consummation of a Business Combination,

                                            (a) the Corporation shall have
                                    continued to declare and pay at the
                                    regular date therefor the full quarterly
                                    dividends (whether or not cumulative) on
                                    the outstanding Preferred Stock, except as
                                    otherwise approved by a majority of the
                                    Continuing Directors; and

                                            (b) the Corporation shall have
                                    continued to declare and pay at the
                                    regular date the established dividends on
                                    the Common Stock (except as necessary to
                                    reflect any subdivision of the Common
                                    Stock and as otherwise approved by a
                                    majority of the Continuing Directors) and
                                    the Corporation shall have declared and
                                    paid an increase in such established rate
                                    of dividends as necessary to reflect any
                                    reclassification (including any reverse
                                    stock split), recapitalization,
                                    reorganization, or any similar transaction
                                    which has the effect of reducing the
                                    number of outstanding shares of Common
                                    Stock, except as otherwise approved by a
                                    majority of the Continuing Directors.

                                    (3)      NO CHANGES IN STOCK INTERESTS.
                           The Interested Shareholder shall not have become
                           the beneficial owner of any additional shares of
                           Voting Stock except as part of the transaction
                           which results in such Interested Shareholder
                           becoming an Interested Shareholder.

                                    (4)      FINANCIAL TRANSACTIONS WITH THE
                           CORPORATION. After becoming an Interested
                           Shareholder, the Interested Shareholder shall not
                           have received the benefit, directly or indirectly
                           (except proportionately as a shareholder), of any
                           loans, advances, guarantees, pledges, or other
                           financial assistance, or any tax credits or other
                           tax advantages provided by the Corporation, whether
                           in anticipation of, or in connection with, such
                           Business Combination or otherwise.

                                    (5)      SHAREHOLDERS PROVIDED WITH
                           INFORMATION. The Corporation or the Interested
                           Shareholder shall have mailed to shareholders of
                           the Corporation at least 30 days prior to the
                           consummation of such Business Combination a proxy
                           or information statement (whether or not such proxy
                           or information statement is required to be mailed
                           pursuant to law or otherwise) describing the
                           proposed Business Combination and complying with
                           the requirements of the Securities Exchange Act of
                           1934 and the rules and regulations thereunder (or
                           any subsequent provisions replacing such Act,
                           rules, or regulations).

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         F.       NO EFFECT ON FIDUCIARY OBLIGATIONS OF INTERESTED
SHAREHOLDERS.  Nothing contained in this Article SEVENTH shall be construed to
relieve any Interested Shareholder from any fiduciary obligation imposed by
law.

         G.       AMENDMENT OR REPEAL OF ARTICLE SEVENTH. Notwithstanding any
other provisions of law, these Articles, or the Bylaws of the Corporation, the
affirmative vote of not less than 80% of the Voting Stock, voting together as
one class, shall be required to amend, alter, change, repeal, or adopt any
provision inconsistent with this Article SEVENTH.

         EIGHTH: The Corporation reserves the right to amend or repeal any
provisions contained in these Articles from time to time and at any time in
the manner now or hereafter prescribed by the laws of the Commonwealth of
Virginia, and all rights herein conferred upon stockholders, directors and
officers are subject to this reserved power.

         NINTH:  The post office address with street and number, if any, of
the registered office of the Corporation in the Commonwealth of Virginia is c/o
McSweeney, Burtch & Crump, P.C., 11 South 12th Street, Richmond, VA 23219. The
county or city in the Commonwealth of Virginia in which the said registered
office of the Corporation is located is the City of Richmond.

         The name of the initial registered agent of the Corporation at the
said registered office is: Beverly L. Crump. The said initial registered agent
meets the requirements of Section 13.1-619 of the Virginia Stock Corporation
Act, inasmuch as he is a resident of the Commonwealth of Virginia and a member
of the Virginia State Bar. The business office of the said registered agent of
the Corporation is the same as the address of the registered office of the
Corporation.