WASHINGTON GAS LIGHT CO
424B3, 1995-02-24
NATURAL GAS DISTRIBUTION
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<PAGE>   1

                                                      Rule 424(b)(3)
                                                      Registration No.  33-38167

AMENDMENT NO. 2 TO PRICING SUPPLEMENT NO. 28, Dated February 24, 1995
To Prospectus Dated January 16, 1991 and Prospectus
Supplement dated September 12, 1991


                          WASHINGTON GAS LIGHT COMPANY
                          MEDIUM-TERM NOTES, SERIES A
              DUE FROM ONE YEAR TO THIRTY YEARS FROM DATE OF ISSUE


<TABLE>
<S>                                 <C>                   <C>
Principal Amount: $3,000,000        /x/ Fixed Rate Note   / / Floating Rate Note
                  ----------                                                    
Issue Price (as a percentage of     /x/ Book Entry Note   / / Certificated Note
  principal amount):  100 %
                     ------
</TABLE>
Original Issue Date:  July 16, 1992

Maturity Date:  July 16, 2002

/ /  The Offered Notes cannot be redeemed prior to maturity.

/x/  The Offered Notes may be redeemed prior to maturity.


Applicable Only to Fixed Rate Notes:
- ------------------------------------

         Interest Rate:     7.53 %  
                         -----------

         Interest Payment Dates:  March 15 and September 15

Applicable Only to Floating Rate Notes:
- ---------------------------------------
<TABLE>
         <S>                                   <C>
         Base Rate:                              Maximum Interest Rate:             
                                                                        ------------
         / /  Commercial Paper Rate:             Minimum Interest Rate:             
                                                                        ------------
         / /  LIBOR                               Interest Reset Dates:             
                                                                        ------------
         / /  Treasury Rate                      Interest Reset Period:             
                                                                        ------------
                                                Interest Payment Dates:             
                                                                        ------------
                                               Interest Payment Period:             
                                                                        ------------
</TABLE>
          Initial Interest Rate:  
                                  --------
                 Index Maturity:  
                                  --------
         Spread (plus or minus):  
                                  --------
              Spread Multiplier:  
                                  --------
Additional Terms:
- -----------------

The Offered Notes may be redeemed in whole or in part at the option of the
Company on and after July 16, 1997 at 100% of face value plus accrued interest,
upon not less than 30 nor more than 60 days' notice to the noteholder prior to
the redemption date.


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