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Morgan Stanley Siebert Brandford Shank & Co NEW ISSUE /BOOK-ENTRY ONLY In the respective opinions of Co-Bond Counsel to the Authority to be delivered upon the issuance of the Series 2008A Bonds, under existing law and assuming compliance by the Authority with certain requirements of the Internal Revenue Code of 1986, as amended (the “Code”), that must be met subsequent to the issuance of the Series 2008A Bonds, with which the Authority has certifi ed, represented and covenanted its compliance, interest on the Series 2008A Bonds is excluded from gross income for federal income tax purposes except for any period during which such Series 2008A Bonds are held by a person who is a “substantial user” of the facilities fi nanced or a “related”person, as those term8s are used in Section 147(a) of the Code, but is an item of tax preference in calculating the federal alternative minimum tax liability of individuals, trusts, estates and corporations. Also, in the respective opinions of Co-Bond Counsel to be delivered upon the issuance of the Series 2008A Bonds, under existing law, interest on the Series 2008A Bonds is exempt from income taxation by the Commonwealth of Virginia and is exempt from all taxation of the District of Columbia except estate, inheritance and gift taxes. See “TAX MATTERS” for a more detailed discussion. $250,000,000 AIRPORT SYSTEM REVENUE BONDS Series 2008A (AMT) Dated: Date of Delivery Due: October 1 in the years as shown herein Interest on the Metropolitan Washington Airports Authority’s (the “Authority”) Airport System Revenue Bonds, Series 2008A, in the original principal amount of $250,000,000 (the “Series 2008A Bonds”), will be payable on October 1, 2008, and semiannually thereafter on each April 1 and October 1. The Series 2008A Bonds are issuable only in fully registered form in denominations of $5,000 or any integral multiple thereof. When issued, the Series 2008A Bonds will be registered in the name of Cede & Co., as nominee of the Depository Trust Company, New York, New York (“DTC”), to which payments of principal and interest will be made. Purchasers will acquire benefi cial interests in the Series 2008A Bonds, in principal amounts shown on the inside cover hereof, in book- entry form only. DTC will remit such payments to its participants who will be responsible for remittance to benefi cial owners. See “THE SERIES 2008A BONDS – Book-Entry Only System.” Proceeds of the Series 2008A Bonds will be used, together with other funds of the Authority, to (i) refi nance all of the Authority’s outstanding Airport System Revenue Commercial Paper Notes, Series One, and a portion of the Authority’s outstanding Airport System Revenue Commercial Paper Notes, Series Two, (ii) fund a deposit to the Common Reserve Account in the Debt Service Reserve Fund to satisfy the debt service reserve requirement for the Series 2008A Bonds, (iii) pay a portion of the costs of certain capital projects at the Airports and (iv) pay costs of issuing the Series 2008A Bonds. The Series 2008A Bonds will be issued under and secured by the Amended and Restated Master Indenture of Trust dated as of September 1, 2001 (the “Master Indenture”) and the Thirtieth Supplemental Indenture of Trust, dated as of June 1, 2008 (the “Thirtieth Supplemental Indenture” and, together with the Master Indenture, the “Indenture”), each between the Authority and Manufacturers and Traders Trust Company (formerly Allfi rst Bank), as the trustee (the “Trustee”). Except to the extent payable from the proceeds of the Series 2008A Bonds and any other moneys available for such payment, the Series 2008A Bonds are payable from, and secured by a pledge of, Net Revenues of the Authority, as described herein, which pledge is on a parity with the pledge of Net Revenues made to secure the Authority’s outstanding Bonds and other Bonds which may be issued in the future under the Indenture, as further supplemented. The Series 2008A Bonds are not subject to acceleration upon an event of default or otherwise. THE SERIES 2008A BONDS SHALL NOT CONSTITUTE A DEBT OF THE DISTRICT OF COLUMBIA OR OF THE COMMONWEALTH OF VIRGINIA OR ANY POLITICAL SUBDIVISION THEREOF NOR A PLEDGE OF THE FAITH AND CREDIT OF THE DISTRICT OF COLUMBIA OR OF THE COMMONWEALTH OF VIRGINIA OR ANY POLITICAL SUBDIVISION THEREOF. THE ISSUANCE OF THE SERIES 2008A BONDS UNDER THE PROVISIONS OF THE DISTRICT ACT AND THE VIRGINIA ACT SHALL NOT DIRECTLY, INDIRECTLY, OR CONTINGENTLY OBLIGATE THE DISTRICT OF COLUMBIA OR THE COMMONWEALTH OF VIRGINIA OR ANY POLITICAL SUBDIVISION THEREOF TO ANY FORM OF TAXATION WHATSOEVER. THE AUTHORITY HAS NO TAXING POWER. The Series 2008A Bonds will mature on October 1 in the years and in the principal amounts and will bear interest at the rates as shown on the inside cover page. The Series 2008A Bonds are subject to optional redemption prior to maturity, as described herein. The Series 2008A Bonds are offered when, as and if issued and received by the Underwriters. Legal matters with respect to the issuance of the Series 2008A Bonds are subject to the approval of Co-Bond Counsel to the Authority, Hogan & Hartson LLP, Washington, D.C., and Lewis, Munday, Harrell & Chambliss, Washington, D.C. Certain legal matters will be passed upon for the Authority by Philip G. Sunderland, Esquire, Vice President and General Counsel to the Authority and for the Underwriters by their co-counsel, Orrick, Herrington & Sutcliffe LLP, Washington, D.C. and McKenzie & Associates, Washington, D.C. It is expected that the Series 2008A Bonds will be available for delivery through the facilities of DTC in New York, New York, on or about June 24, 2008. Morgan Stanley Siebert Brandford Shank & Co., LLC Banc of America Securities LLC Citi Ferris Baker Watts, Inc. Lehman Brothers Loop Capital Markets, LLC Merrill Lynch & Co. Morgan Keegan & Company, Inc. This cover page contains certain information for quick reference only. It is not a summary of this Offi cial Statement. Investors must read the entire Offi cial Statement to obtain information essential to making an informed investment decision, paying particular attention to the matters discussed in Part II, “CERTAIN INVESTMENT CONSIDERATIONS” and in Part I, “RECENT DEVELOPMENTS.” June 12, 2008 Metropolitan Washington Airports Authority $250,000,000 Airport System Revenue Bonds Series 2008A (AMT) Year Principal Interest Price or CUSIP October 1 Amount Rate Yield Number 2012$ 2,080,000 4.100% 4.210% 592646ZS5 2012 7,435,000 5.500% 4.210% 592646ZT3 2013 655,000 4.250% 4.360% 592646ZU0 2013 9,430,000 5.500% 4.360% 592646ZV8 2014 10,735,000 5.500% 4.500% 592646ZW6 2015 11,405,000 5.500% 4.620% 592646ZX4 2016 12,105,000 5.500% 4.720% 592646ZY2 2017 12,830,000 5.500% 4.830% 592646ZZ9 2018 13,565,000 5.500% 4.950% 592646A29 2019 14,340,000 5.500% 5.040% * 592646A37 2020 15,150,000 5.750% 5.120% * 592646A45 2021 16,015,000 5.500% 5.220% * 592646A52 2022 16,810,000 5.000% 5.260% 592646A60 2023 11,610,000 5.125% 5.310% 592646A86 2023 600,000 5.250% 5.310% 592646A78 2024 12,775,000 5.125% 5.360% 592646A94 2025 13,340,000 5.250% 5.390% 592646B28 2026 13,925,000 5.250% 5.420% 592646B36 2027 14,540,000 5.250% 5.450% 592646B44 2028 15,325,000 5.375% 5.480% 592646B51 2029 25,330,000 5.375% 5.520% 592646B69 ____________________ * Priced to the par call date of October 1, 2018. METROPOLITAN WASHINGTON AIRPORTS AUTHORITY 1 Aviation Circle Washington, D.C. 20001-6000 (703) 417-8700 MEMBERS OF THE AUTHORITY Honorable H.R. Crawford, Chairman Mame Reiley, Immediate Past Chairman Charles D. Snelling, Vice Chairman James L. Banks, Jr. Robert Clarke Brown Honorable William W. Cobey Jr. Anne Crossman Mamadi Diané Michael David Epstein Weldon H. Latham Leonard Manning Michael L. O’Reilly Honorable David G. Speck SENIOR MANAGEMENT President and Chief Executive Officer...................... James E. Bennett Executive Vice President and Chief Operating Officer ......... Margaret E. McKeough Vice President and Secretary ............................. Quince T. Brinkley, Jr.* Vice President and General Counsel ....................... Philip G. Sunderland Vice President for Finance and Chief Financial Officer......... Lynn Hampton Vice President for Audit................................. Valerie Holt Vice President for Engineering ........................... Frank D. Holly, Jr. Acting Vice President for Communications.................. Mark Treadaway Vice President for Information Systems & Telecommunications . George R. Ellis Vice President for Business Administration.................. Steven C. Baker Vice President for Air Service Planning & Development ....... Mark Treadaway Vice President for Human Resources....................... Arl Williams Vice President and Airport Manager - National .............. J. Paul Malandrino, Jr. Vice President and Airport Manager - Dulles ................ Christopher U. Browne Vice President for Public Safety........................... Elmer H. Tippett, Jr. AUTHORITY CONSULTANTS Co-Bond Counsel ............................ Hogan & Hartson LLP Lewis, Munday, Harrell & Chambliss Co-Financial Advisors ........................ DEPFA First Albany Securities LLC P.G. Corbin & Company, Inc. ____________________ * Mr. Brinkley is expected to join the Authority staff on June 30, 2008. Mr. Sunderland will continue to serve as the Authority’s Vice President and Secretary until Mr. Brinkley assumes his position. This Official Statement is provided in connection with the issuance of the Series 2008A Bonds referred to herein and may not be reproduced or be used, in whole or in part, for any other purpose. The information contained in this Official Statement has been derived from information provided by the Authority and other sources which are believed to be reliable. The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their respective responsibilities to investors under the federal securities law as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information.
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