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                                                                    EXHIBIT 4.2

                              WGL HOLDINGS, INC.

                                    BYLAWS

                                  ARTICLE I

                                SHAREHOLDERS.

         SECTION 1. ANNUAL MEETING. The annual meeting of shareholders of WGL
Holdings, Inc. (the "Company") shall be held at such time and place within or
without the state of Virginia as shall be determined by the Board of Directors
and as shall be stated in the notice of the meeting. The meeting shall be held
for the purpose of electing directors and for the transaction of such other
business as properly may come before such meeting.

         SECTION 2. SPECIAL MEETINGS. Special meetings of shareholders may be
held upon call by the Chairman of the Board, the President, the Secretary, a
majority of the Board of Directors, or a majority of the Executive Committee,
and shall be called by the Chairman of the Board, the President or Secretary
upon the request in writing of the holders of record of not less than
one-tenth of all the outstanding shares of stock entitled by its terms to vote
at such meeting, at such time and at such place within or without the state of
Virginia as may be fixed in the call and stated in the notice setting forth
such call. Such request by the shareholders and such notice shall state the
purpose of the proposed meeting.

         SECTION 3. NOTICE OF MEETINGS. Notice of the time, place and purpose
of every meeting of the shareholders, shall, except as otherwise required by
law, be delivered personally or mailed at least ten (10) but not more than
sixty (60) days prior to the date of such meeting to each shareholder of
record entitled to vote at the meeting at his or her address as it appears on
the records of the Company. Any meeting may be held without notice if all of
the shareholders entitled to vote thereat are present in person or by proxy at
the meeting, or if notice is waived by those not so present in person or by
proxy.

         SECTION 4. QUORUM. At every meeting of the shareholders, the holders
of record of a majority of the shares entitled to vote at the meeting,
represented in person or by proxy, shall constitute a quorum. The vote of the
majority of such quorum shall be necessary for the transaction of any
business, unless otherwise provided by law or the articles of incorporation.
If the meeting cannot be organized because a quorum has not attended, those
present in person or by proxy may adjourn the meeting from time to time until
a quorum is present when any business may be transacted that might have been
transacted at the meeting as originally called.

         SECTION 5. VOTING AND PROXIES. Unless otherwise provided by law or
the articles of incorporation, every shareholder of record entitled to vote at
any meeting of shareholders shall be entitled to one vote for every share of
stock standing in his or her name on the records of the Company on the record
date fixed as provided in these Bylaws. In the election of directors, all
votes shall be cast by ballot and the persons having the greatest number of
votes shall be the directors. On matters other than election of directors,
votes may be cast in such manner as the Chairman of the meeting may designate.

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         Shareholders of record and entitled to vote may vote at any meeting
held, in person or by proxy, authorized by any means permitted by the Virginia
Stock Corporation Act or other applicable law.

         SECTION 6. INSPECTORS. The Board of Directors shall annually appoint
two or more persons to act as inspectors or judges at any election of
directors or vote conducted by ballot at any meeting of shareholders. Such
inspectors or judges of election shall take charge of the polls and after the
balloting shall make a certificate of the result of the vote taken. In case of
a failure to appoint inspectors, or in case an inspector shall fail to attend,
or refuse or be unable to serve, the Chairman of the meeting may appoint, or
the shareholders may elect, an inspector or inspectors to act at such meeting.
Such inspector or inspectors shall make a certificate of the result of the
vote taken.

         SECTION 7. CONDUCT OF SHAREHOLDERS' MEETING. The following persons,
in the order named, shall be entitled to call each shareholders' meeting to
order: (1) the Chairman of the Board, (2) the President of the Company, (3) a
Vice President, or (4) any person elected by the shareholders. The
shareholders shall have the right to elect a Chairman of the meeting.

         The Secretary of the Company, or in his or her absence any person
appointed by the Chairman, shall act as Secretary of the meeting for
organization purposes. The shareholders shall have the right to elect a
secretary of the meeting.

         SECTION 8. RECORD DATE. In lieu of closing the stock transfer books,
the Board of Directors, in order to make a determination of shareholders
entitled to notice of or to vote at any meeting, or to receive payment of any
dividends or for any other proper purpose, may fix in advance a date, but not
more than seventy days in advance, as a record date for such determination,
and in such case only shareholders of record on the date so fixed shall be
entitled to notice of, and to vote at, such meeting, or to receive payment of
such dividend, or to exercise such other rights, as the case may be,
notwithstanding any transfer of stock on the books of the Company after such
date. If the Board of Directors does not fix a record date as aforesaid, such
date shall be as provided by law.

         SECTION 9. NOTICE OF BUSINESS. At any meeting of the shareholders,
only such business shall be conducted as shall have been brought before the
meeting (1) by or at the direction of the Board of Directors or (2) by any
shareholder of the Company who is a shareholder of record at the time of
giving of the notice as provided for in this Section 9, who shall be entitled
to vote at such meeting and who complies with the following procedures:

                 REQUIREMENT OF TIMELY NOTICE. For business to be properly
         brought before a meeting of shareholders by a shareholder, the
         business shall be a proper subject of shareholder action and the
         shareholder shall have given timely notice thereof in writing to the
         Secretary. To be timely, a shareholder's notice shall be delivered to
         or mailed and received by the Secretary at the principal executive
         office of the Company not less than sixty (60) days prior to the
         scheduled date of the meeting (regardless of any postponements,
         deferrals or adjournments of the meeting to a later date); provided,
         however, if no notice is given and no public announcement is made to
         the shareholders regarding the date of the meeting at least 75 days
         prior to the meeting, the shareholder's notice shall be valid if
         delivered to or mailed and received by the Secretary at the principal
         executive office of the Company not less than fifteen (15) days
         following the day on which the notice or public announcement of the
         date of the meeting was given or made.

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                  CONTENTS OF NOTICE. Such shareholder's notice to the
         Secretary shall set forth as to each item of business the shareholder
         proposes to bring before the meeting (1) a brief description of the
         business desired to be brought before the meeting, the reasons for
         conducting such business at the meeting and, in the event that such
         business includes a proposal to amend either the articles of
         incorporation or these Bylaws, the language of the proposed
         amendment, (2) the name and address, as they appear on the Company's
         books, of the shareholder proposing such business, (3) the class and
         number of shares of capital stock of the Company that are
         beneficially owned by such shareholder, and (4) any material interest
         (financial or other) of such shareholder in such business.

                  COMPLIANCE WITH BYLAWS. Notwithstanding anything in these
         Bylaws to the contrary, no business shall be conducted at a
         shareholders' meeting except in accordance with the procedures set
         forth in this Section 9. The Chairman of the meeting shall, if the
         facts warrant, determine and declare to the meeting that the business
         was not properly brought before the meeting and in accordance with
         the provisions of these Bylaws, and if he or she should so determine,
         he or she shall so declare to the meeting and any such business not
         properly brought before the meeting shall not be transacted at the
         meeting. Notwithstanding the foregoing provisions of this Section 9,
         a shareholder shall also comply with all applicable requirements of
         the Securities Exchange Act of 1934, as amended, and the rules and
         regulations thereunder with respect to the matters set forth in this
         Section 9.

                  EFFECTIVE DATE OF SHAREHOLDER BUSINESS. Notwithstanding
         anything in these Bylaws to the contrary, no business brought before
         a meeting of the shareholders by a shareholder shall become effective
         until the final termination of any proceeding which may have been
         commenced in any court of competent jurisdiction for an adjudication
         of any legal issues incident to determining the validity of such
         business and the procedure pursuant to which it was brought before
         the shareholders, unless and until such court shall have determined
         that such proceedings are not being pursued expeditiously and in good
         faith.


                                  ARTICLE II

                             BOARD OF DIRECTORS.

         SECTION 1. NUMBER, POWERS, TERM OF OFFICE, QUORUM. The Board of
Directors of the Company shall consist of one or more individuals as may be
fixed from time to time by the Board of Directors. The Board of Directors may
exercise all the powers of the Company and do all acts and things which are
proper to be done by the Company which are not by law or by these Bylaws
directed or required to be exercised or done by the shareholders. The members
of the Board of Directors shall be elected at the annual meeting of
shareholders and shall hold office until the next succeeding annual meeting,
or until their successors shall be elected and shall qualify. A majority of
the number of directors shall constitute a quorum for the transaction of
business. The action of a majority of the directors present at any lawful
meeting at which there is a quorum shall, except as otherwise provided by law
or by these Bylaws, be the action of the Board.

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         SECTION 2. ELECTION.  Except as provided in Section 3 hereof,
directors shall be elected by the shareholders of the Company pursuant to the
procedures enumerated below:

                  ELIGIBLE PERSONS.  Only persons who are nominated in
         accordance with the following procedures shall be eligible for
         election by the shareholders as directors of the Company.

                  NOMINATIONS. Nominations of persons for election as
         directors of the Company may be made at a meeting of shareholders (1)
         by or at the direction of the Board of Directors, (2) by any
         committee or person appointed by the Board of Directors or (3) by any
         shareholder of the Company entitled to vote for the election of
         directors at the meeting who complies with the notice procedures set
         forth in this Section 2.

                  NOMINATION BY DIRECTORS OR COMMITTEE. Nominations made by or
         at the direction of the Board of Directors or the committee or person
         appointed by the Board of Directors may be made at any time prior to
         the shareholders' meeting. The Board of Directors must send notice of
         nominations to the shareholders together with the notice of the
         meeting of the shareholders; provided, however, if the nominations
         are made after the notice of the meeting has been mailed, the Board
         of Directors must send notice of its nominations to the shareholders
         as soon as practicable.

                  NOMINATION BY SHAREHOLDERS. Nominations, other than those
         made by or at the direction of the Board of Directors or the
         committee or person appointed by the Board of Directors, shall be
         made pursuant to timely notice in writing to the Secretary. To be
         timely, a shareholder's notice shall be delivered to or mailed and
         received by the Secretary at the principal executive office of the
         Company not less than sixty (60) days prior to the scheduled date of
         the meeting (regardless of any postponements, deferrals or
         adjournments of the meeting to a later date); provided, however, if
         no notice is given and no public announcement is made to the
         shareholders regarding the date of the meeting at least 75 days prior
         to the meeting, the shareholder's notice shall be valid if delivered
         to or mailed and received by the Secretary at the principal executive
         office of the Company not less than fifteen (15) days following the
         day on which the notice or public announcement of the date of the
         meeting was given or made.

                  CONTENTS OF NOTICE. Nominations, other than those made by or
         at the direction of the Board of Directors or the committee or person
         appointed by the Board of Directors, shall set forth:

                           (1) as to each person whom the shareholder proposes
                  to nominate for election or reelection as a director, (a)
                  the name, age, business address and residential address of
                  the person, (b) the principal occupation or employment of
                  the person (c) the class and number of shares of capital
                  stock of the Company that are beneficially owned by the
                  person, (d) written consent by the person, agreeing to serve
                  as director if elected, (e) a description of all
                  arrangements or understandings between the person and the
                  shareholder regarding the nomination, (f) a description of
                  all arrangements or understandings between the person and
                  any other person or persons (naming such persons) regarding
                  the nomination, (g) all information relating to the person
                  that is required to be disclosed in solicitations for
                  proxies for election of directors pursuant to Rule 14a under
                  the Securities Exchange Act of 1934, as amended, and (h)
                  such other

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                  information as the Company may reasonably request to
                  determine the eligibility of such proposed nominee to serve
                  as director of the Company; and

                           (2) as to the shareholder giving the notice, (a)
                  the name, business address and residential address of the
                  shareholder giving the notice, (b) the class and number of
                  shares of capital stock of the Company that are beneficially
                  owned by such shareholder, (c) a description of all
                  arrangements or understandings between the shareholder and
                  the nominee regarding the nomination, and (d) a description
                  of all arrangements or understandings between the
                  shareholder and any other person or persons (naming such
                  persons) regarding the nomination.

                  COMPLIANCE WITH BYLAWS. No person shall be eligible for
         election by the shareholders as a director of the Company unless
         nominated in accordance with the procedures set forth in this section
         of the Bylaws. The Chairman of the Board of Directors shall, if the
         facts warrant, determine and declare prior to the meeting of
         shareholders that the nomination was not made in accordance with the
         foregoing procedure, and if he or she should so determine, he or she
         shall so inform the nominee and the shareholder who nominated the
         nominee as soon as practicable and the defective nomination shall be
         disregarded.

                  EFFECTIVE DATE OF ELECTION OF DIRECTOR. Notwithstanding
         anything in these Bylaws to the contrary, no election of a director
         nominated by a shareholder shall become effective until the final
         termination of any proceeding which may have been commenced in any
         court of competent jurisdiction for an adjudication of any legal
         issues incident to determining the procedure pursuant to which the
         nomination of such director was brought before the shareholders,
         unless and until such court shall have determined that such
         proceedings are not being pursued expeditiously and in good faith.

         SECTION 3.        VACANCIES.   If a vacancy occurs on the board of
directors, including a vacancy resulting from an increase in the number of
directors:

         (a)      the shareholders may fill the vacancy;

         (b)      the board of directors may fill the vacancy; or

         (c) if the directors remaining in office constitute fewer than a
quorum of the board, they may fill the vacancy by the affirmative vote of a
majority of directors remaining in office.

         A vacancy that will occur at a specific later date, by reason of a
resignation effective at a later date, may be filled before the vacancy occurs
but the new director may not take office until the vacancy occurs.

         A director elected to fill a vacancy shall be elected for the
unexpired term of his or her predecessor in office. A director filling a
position resulting from an increase in the number of directors shall hold
office until the next annual meeting of shareholders and until his or her
successor is elected and qualified.

         SECTION 4.  MEETINGS.  Regular meetings of the Board shall be held at
such time and place as provided by resolution of the Board of Directors or as
stated in the notice of the meeting.

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         Special meetings of the Board may be called by the Chairman of the
Board, the President of the Company, or by any two directors. At least two
days' notice of all special meetings of the Board shall be given to each
director personally by telegraphic, electronic or written notice. Any meeting
may be held without notice if all of the directors are present, or if those
not present waive notice of the meeting by telegram, electronic communication
or in writing. Special meetings of the Board of Directors may be held within
or without the state of Virginia.

         SECTION 5. COMMITTEES. The Board of Directors shall, by resolution or
resolutions passed by a majority of the whole Board, designate an Executive
Committee, to consist of the Chief Executive Officer of the Company who may be
the Chairman of the Board, or the President and three additional members, and
three alternates to serve at the call of the Chief Executive Officer in case
of the unavoidable absence of one of the regular members, to be elected from
the Board of Directors. The Executive Committee shall, when the Board is not
in session, have and may exercise all of the authority of the Board of
Directors in the management of the business and affairs of the Company.

         The Board of Directors may appoint other committees, standing or
special, from time to time, from among their own number, or otherwise, and
confer powers on such committees, and revoke such powers and terminate the
existence of such committees at its pleasure.

         A majority of the members of any such committee shall constitute a
quorum for the purpose of fixing the time and place of its meetings, unless
the Board shall otherwise provide. All action taken by any such committee
shall be reported to the Board at its meeting next succeeding such action.

         SECTION 6. COMPENSATION OF DIRECTORS. The Board of Directors shall
fix the fee to be paid to each director for attendance at any meeting of the
Board or of any committee thereof, and may, in its discretion, authorize
payment to directors of traveling expenses incurred in attending any such
meeting.

         SECTION 7. REMOVAL. Any director may be removed from office at any
time, with or without cause, and another be elected in his or her place, by
the vote of the holders of record of a majority of the outstanding shares of
stock of the Company (of the class or classes by which such director was
elected) entitled to vote thereon, at a special meeting of shareholders called
for such purpose.

                                 ARTICLE III

                                  OFFICERS.

         SECTION 1. OFFICERS. The officers of the Company shall be elected by
the Board of Directors and shall consist of a Chairman of the Board, a
President, a Secretary, a Treasurer, and one or more Vice Presidents, and such
other officers as the Board from time to time shall elect, with such duties as
the Board shall deem necessary to conduct the business of the Company. Any
officer may hold two or more offices (including those of the Chairman of the
Board and President) except that the offices of President and Secretary may
not be held by the same person. The Chairman of the Board shall be a director;
other officers, including any Vice Chairman and the President, may be, but are
not required to be, Directors.

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         SECTION 2. TERM OF OFFICE. REMOVAL.  In the absence of a special
contract, all officers shall hold their respective offices for one year or
until their successors shall have been duly elected and qualified, but they or
any of them may be removed from their respective offices on a vote by a
majority of the Board.

         SECTION 3. POWERS AND DUTIES. The officers of the Company shall have
such powers and duties as generally pertain to their offices, respectively, as
well as such powers and duties as from time to time shall be conferred by the
Board of Directors and/or by the Executive Committee. In the absence of the
Chairman of the Board, if any, the President shall preside at the meetings of
the Board of Directors. In the absence of both the Chairman of the Board and
the President, and provided a quorum is present, the senior member of the
Board present, in terms of service on the Board, shall serve as Chairman pro
tem of the meeting.

         SECTION 4. SALARIES.  The salaries of all executive officers of the
Company shall be determined and fixed by the Board of Directors, or pursuant
to such authority as the Board may from time to time prescribe.


                                  ARTICLE IV

                  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         SECTION 1. Any indemnification (unless ordered by a court) shall be
made by the Company only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstance because the person was not finally adjudged in
any threatened, pending or completed action, suit or proceeding (an "Action")
to have knowingly violated criminal law or was not liable for willful
misconduct in the performance of the person's duty to the Company. In the case
of any director, such determination shall be made: (1) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such Action; or (2) if such a quorum is not obtainable, by majority
vote of a committee duly designated by the Board of Directors (in which
designation directors who are parties may participate) consisting solely of
two or more directors not at the time parties to the proceeding; or (3) by
special legal counsel selected by the Board of Directors or its committee in
the manner prescribed by clause (1) or (2) of this paragraph, or if such a
quorum is not obtainable and such a committee cannot be designated, by
majority vote of the Board of Directors, in which selection directors who are
parties may participate; or (4) by vote of the shareholders, in which vote
shares owned by or voted under the control of directors, officers and
employees who are at the time parties to the Action may not be voted. In the
case of any officer, employee, or agent other than a director, such
determination may be made (i) by the Board of Directors or a committee
thereof; (ii) by the Chairman of the Board of the Company or, if the Chairman
is a party to such Action, the President of the Company, or (iii) such other
officer of the Company, not a party to such Action, as such person specified
in clause (i) or (ii) of this paragraph may designate. Authorization of
indemnification and evaluation as to reasonableness of expenses shall be made
in the same manner as the determination that indemnification is permissible,
except that if the determination is made by special legal counsel,
authorization of indemnification and evaluation as to reasonableness of
expenses shall be made by those entitled hereunder to select such legal
counsel.

         It is the intention of the Company that the indemnification set forth
in this Section of Article IV, shall be applied to no less extent than the
maximum indemnification permitted by law. In the event that any right to
indemnification or other right hereunder may be deemed to be

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unenforceable or invalid, in whole or in part, such unenforceability or
invalidity shall not affect any other right hereunder, or any right to the
extent that is not deemed to be unenforceable. The indemnification provided
herein shall be in addition to, and not exclusive of, any other rights to
which those indemnified may be entitled under the articles of incorporation,
any Bylaw, agreement, vote of shareholders, or otherwise, and shall continue
as to a person who has ceased to be a director, officer, employee, or agent
and inure to the benefit of such person's heirs, executors, and
administrators.

                                  ARTICLE V

                             CHECKS, NOTES, ETC.

         SECTION 1. All checks and drafts on the Company's bank accounts and
all bills of exchange and promissory notes, and all acceptances, obligations
and other instruments for the payment of money, shall be signed by such
officer or officers, agent or agents, as shall be thereunto authorized from
time to time by the Board of Directors.

         SECTION 2. Shares of stock and other interests in other corporations
or associations shall be voted by such officer or officers as the Board of
Directors may designate.

         SECTION 3. Except as the Board of Directors shall otherwise provide,
all contracts expressly approved by the Board shall be signed on behalf of the
Company by the Chairman of the Board, the President, or a Vice President.

                                  ARTICLE VI

                                CAPITAL STOCK.

         SECTION 1. CERTIFICATE FOR SHARES. The interest of each shareholder
of the Company shall be evidenced by a certificate or certificates for shares
of stock in such form as required by law and as the Board of Directors may
from time to time prescribe. The certificates of stock shall be signed by the
President or a Vice President and the Secretary or an Assistant Secretary and
sealed with the seal of the Company. Such seal may be a facsimile.

         Where any such certificate is countersigned by a transfer agent other
than the Company, or an employee of the Company, or is countersigned by a
transfer clerk and is registered by a registrar, the signatures of the
President or Vice President and the Secretary or Assistant Secretary may be
facsimiles.

         In case any officer who has signed, or whose facsimile signature has
been placed upon such certificate, shall have ceased to be such officer before
such certificate is issued, it may nevertheless be issued by the Company with
the same effect as if such officer had not ceased to hold such office at the
date of its issue.

         SECTION 2. TRANSFER OF SHARES. The shares of stock of the Company
shall be transferable on the books of the Company by the holders thereof in
person or by duly authorized attorney, upon surrender and cancellation of
certificates for a like number of shares, with duly executed assignment and
power of transfer endorsed thereon or attached thereto, and with such proof of
the authenticity of the signatures as the Company or its agents may reasonably
require.

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         SECTION 3. LOST, STOLEN OR DESTROYED CERTIFICATES. No certificate of
stock claimed to have been lost, destroyed or stolen shall be replaced by the
Company with a new certificate of stock until the holder thereof has produced
evidence of such loss, destruction or theft, and has furnished indemnification
to the Company and its agents to such extent and in such manner as the proper
officers or the Board of Directors may from time to time prescribe.

                                 ARTICLE VII

                              CORPORATE RECORDS.

         SECTION 1. RECORDS.  The Company shall keep such books and records as
may be required by applicable law.

         SECTION 2. INSPECTION.  Shareholders of the Company shall have the
right to inspect the books and records of the Company as provided by the law
of the state of Virginia.


                                 ARTICLE VIII

                                 FISCAL YEAR.

         The fiscal year of the Company shall begin on the 1st day of October
in each year and shall end on the 30th day of September following.


                                  ARTICLE IX

                               CORPORATE SEAL.

         The seal of the Company shall be circular in form and there shall be
inscribed thereon -- WGL Holdings, Inc. -- a Corporation of Virginia -- 2000.


                                  ARTICLE X

                                 AMENDMENTS.

         The Board of Directors may amend or repeal the Company's Bylaws
except to the extent that (i) The Company's articles of incorporation or
Virginia state law reserves this power to the stockholders, or (ii) the
shareholders in adopting or amending particular bylaws provide expressly that
the board of directors may not amend or repeal that bylaw. The Company's
shareholders may amend or repeal the Company's bylaws even though the bylaws
may also be amended or repealed by the Board of Directors.

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