WASHINGTON GAS LIGHT CO
424B3, 1997-07-21
NATURAL GAS DISTRIBUTION
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                                                Rule 424(b)(3)
                                                Registration No. 333-57039

PRICING SUPPLEMENT NO. 5, Dated July 22, 1997
To Prospectus Dated January 9, 1997 and Prospectus
Supplement dated January 24, 1997

                         WASHINGTON GAS LIGHT COMPANY
                         MEDIUM-TERM NOTES, SERIES D
                   DUE ONE YEAR OR MORE FROM DATE OF ISSUE

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%
                      --------

Original Issue Date:  July 22, 1997

Maturity Date:  July 22, 2027

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

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

Optional Repayment:

/ / The Notes cannot be repaid prior to the Stated Maturity Date.

/X/ The Notes can be repaid prior to the Stated Maturity Date - see "Additional
    Terms" below.

Applicable Only to Fixed Rate Notes:

     Interest Rate:   6.40%  per annum
                     ------

     Interest Payment Dates:  March 15 and September 15

Applicable Only to Floating Rate Notes:

     Base Rate:                         Maximum Interest Rate:
     / / Commercial Paper Rate                                    ----------
     / / LIBOR                          Minimum Interest Rate:
     / / Treasury Rate                                            ----------
                                        Interest Reset Dates:
                                                                  ----------
                                        Interest Reset Period:
                                                                  ----------
                                        Interest Payment Dates:
                                                                  ----------
                                        Interest Payment Period:
                                                                  ----------
  Initial Interest Rate:
                            ----------
       Index Maturity:
                            ----------
  Spread (plus or minus):
                            ----------
         Spread Multiplier:
                            ----------

Additional Terms:

     THE OFFERED NOTES WILL MATURE AT 100% OF THE PRINCIPAL AMOUNT ON
JULY 22, 2027, OR, AT THE ELECTION OF THE HOLDER THEREOF, FOR REPAYMENT
ON JULY 22, 2004. IF THE HOLDER DESIRES THAT ALL OR ANY PORTION OF THE
OFFERED NOTES REGISTERED IN THE HOLDER'S NAME BE SUBJECT TO REPAYMENT ON
JULY 22, 2004, THE HOLDER OR THE HOLDER'S AUTHORIZED ATTORNEY MUST DELIVER
TO THE TRUSTEE, AND THE TRUSTEE MUST RECEIVE, WRITTEN NOTICE NO EARLIER THAN
MAY 23, 2004, AND NO LATER THAN JUNE 22, 2004, THAT SUCH HOLDER ELECTS
THAT THE OFFERED NOTES SPECIFIED THEREIN BE REPAID ON JULY 22, 2004. THE
NOTICE MUST EITHER BE DELIVERED OR SENT BY REGISTERED MAIL TO THE TRUSTEE
AND, ONCE GIVEN, SHALL BE IRREVOCABLE. AT THE PRESENT TIME, THE ADDRESS OF
THE TRUSTEE IS: THE BANK OF NEW YORK; 101 BARCLAY STREET-21W, NEW YORK, NEW
YORK 10286, ATTENTION: CORPORATE TRUST ADMINISTRATION. TIME OF RECEIPT OF
SUCH NOTICE SHALL GOVERN AND NOTICE RECEIVED OTHER THAN WITHIN THE PERIOD
SPECIFIED ABOVE SHALL BE INEFFECTIVE. NEITHER THE COMPANY NOR THE TRUSTEE
IS REQUIRED TO PROVIDE FURTHER NOTICE TO NOTEHOLDERS OF THE TIME AND METHOD
FOR ELECTION OF REPAYMENT.


<PAGE>   2
     USE OF PROCEEDS: NET PROCEEDS FROM THE SALE OF THESE NOTES, TOGETHER
WITH THE NET PROCEEDS FROM THE SALE OF ADDITIONAL MEDIUM TERM NOTES, WILL BE
USED FOR THE PURCHASE, ACQUISITION AND CONSTRUCTION OF ADDITIONAL PROPERTIES
AND FACILITIES, AS WELL AS THE FUNDING OF INCREASED WORKING CAPITAL REQUIRE-
MENTS.



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