As filed with the Securities and Exchange Commission on November 7, 2001
                      Registration No. 333-_____
                         ------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                   ------------------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                LEGG MASON, INC.
                         -------------------------------
             (Exact name of registrant as specified in its charter)

              MARYLAND                                     52-1200960
         ----------------------                         -----------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


                  100 Light Street, Baltimore, Maryland 21202
                  -------------------------------------------

               (Address of Principal Executive Offices) (Zip Code)

                  LEGG MASON, INC. EMPLOYEE STOCK PURCHASE PLAN
                  ---------------------------------------------
                            (Full Title of the Plan)


                            ROBERT F. PRICE, ESQUIRE
              Senior Vice President, General Counsel and Secretary
                                Legg Mason, Inc.
                                100 Light Street
                            Baltimore, Maryland 21202
                     -------------------------------------
                     (Name and address of agent for service)

                                 (410) 539-0000
                          ---------------------------
          (Telephone number, including area code, of agent for service)

                             ----------------------

                         CALCULATION OF REGISTRATION FEE
 ------------------------------------------------------------------------------
                                     Proposed      Proposed
 Title of          Amount            Maximum       Maximum        Amount of
Securities to       to be          Offering Price  Aggregate      Registration
be Registered     Registered (1)    Per Share (2)  Offering Price     Fee
-------------------------------------------------------------------------------
Common Stock     3,000,000 shs.      $42.05       $126,150,000    $31,538
(.10 Par Value)
-------------------------------------------------------------------------------

(1)      Pursuant to Rule 416(a) under the  Securities  Act of 1933, as amended,
         this Registration Statement also registers such indeterminate number of
         additional  shares  as may be  issuable  under  the  Legg  Mason,  Inc.
         Employee  Stock  Purchase Plan in connection  with stock splits,  stock
         dividends or similar transactions.

(2)      Estimated  solely for the purpose of determining the  registration  fee
         pursuant to Rule 457(h).  The proposed maximum offering price per share
         is based  upon the  average  of the high and low sale  prices  for Legg
         Mason, Inc. common stock on the New York Stock Exchange on November 1,
         2001.

<PAGE>

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The  information  required by Part I is included in  documents
sent or given to  participants in the Legg Mason,  Inc.  Employee Stock Purchase
Plan (the "Plan") pursuant to Rule 428(b)(1). Such documents are not being filed
with the Securities and Exchange Commission (the "Commission") either as part of
this  Registration  Statement  or  as  prospectuses  or  prospectus  supplements
pursuant to Rule 424.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.     Incorporation of Documents by Reference.
                     ---------------------------------------

                  The  following  documents  filed  by  Legg  Mason,  Inc.  (the
"Company") with the Commission are  incorporated  herein by reference and made a
part hereof:

                  (a) The  Company's  Annual  Report on Form 10-K for the fiscal
year ended March 31, 2001.

                  (b)  The  Company's  Quarterly  Report  on Form  10-Q  for the
quarter ended June 30, 2001.

                  (c) The  Company's  Current  Reports on Form 8-K dated May 30,
2001, May 31, 2001, June 1, 2001, June 26, 2001 and August 1, 2001.

                  (d) The  description of the Company's  common stock,  $.10 par
value,   contained  in  Amendment  No.  5  to  the  Company's   Application  for
Registration on Form 8-A, filed February 23, 2001.

                  In addition to the foregoing, all documents subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the filing of a
post-effective amendment indicating that all of the securities offered hereunder
have been sold or deregistering all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
part hereof from the date of filing of such documents.  Any statement  contained
in a document  incorporated  or deemed to be  incorporated  by reference in this
Registration Statement shall be deemed to be modified or superseded for purposes
of this Registration  Statement to the extent that a statement  contained herein
or  in  any  subsequently  filed  document  that  also  is or  is  deemed  to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

                                       2
<PAGE>

         Experts
        ------------

                  The consolidated  financial statements and financial statement
schedules incorporated in this Registration Statement by reference to the Annual
Report on Form 10-K of the  Company  for the year ended  March 31,  2001 and the
audited historical financial statements of Private Capital Management,  Inc. for
the six months ended June 29, 2000 and of Private Capital  Management,  L.P. for
the six  months  ended  December  31,  2000  incorporated  in this  Registration
Statement by reference to the Company's  Current Report on Form 8-K dated August
1,  2001  have  been  so   incorporated   in   reliance   on  the   reports   of
PricewaterhouseCoopers  LLP, independent accountants,  given on the authority of
said firm as experts in accounting and auditing.

                  The  statement  of  financial   condition  of  Carnes  Capital
Corporation  as of December  31,  2000,  and the related  statements  of income,
stockholder's  equity,  and  cash  flows  for the year  then  ended,  have  been
incorporated  by  reference  herein  in  reliance  upon the  report of KPMG LLP,
independent  accountants,   incorporated  by  reference  herein,  and  upon  the
authority of said firm as experts in accounting and auditing.

         Item 4.      Description of Securities.
                      -------------------------

                  Not Applicable.

         Item 5.      Interests of Named Experts and Counsel.
                      --------------------------------------

                  The  validity  of the  shares of the  Company's  common  stock
registered  hereby  have been  passed  upon for the  Company by Robert F. Price,
Esq., the Company's General Counsel. Mr. Price beneficially owns, and has rights
to acquire under an employee  benefit plan of the Company,  an aggregate of less
than one percent of the common stock of the Company.

         Item 6.      Indemnification of Directors and Officers.
                      -----------------------------------------

                  Section  2-418  of  the  Maryland   General   Corporation  Law
("Section  2-418")  establishes  provisions  whereby a Maryland  corporation may
indemnify  any  director or officer made a party to an action or  proceeding  by
reason  of  service  in that  capacity,  against  judgments,  penalties,  fines,
settlements and reasonable  expenses  incurred in connection with such action or
proceeding  unless it is proved that the director or officer (i) acted or failed
to act in bad faith or with  active and  deliberate  dishonesty,  (ii)  actually
received an improper personal benefit in money, property or services or (iii) in
the case of a criminal proceeding,  had reasonable cause to believe that his act
or omission was unlawful.  However,  if the  proceeding is a derivative  suit in
favor of the corporation,  indemnification  may not be made if the individual is
adjudged to be liable to the corporation. In no case may indemnification be made
until a determination  has been reached that the director or officer has met the
applicable  standard  of conduct.  Indemnification  for  reasonable  expenses is
mandatory  if the  director  or  officer  has been  successful  on the merits or
otherwise in the defense of any action or proceeding  covered by Section  2-418.
Section  2-418 also  provides for  indemnification  of directors and officers by
court order.  The  indemnification  provided or authorized in Section 2-418 does
not preclude a  corporation  from  extending  other rights  (indemnification  or
otherwise) to directors and officers.

                  The Registrant's  By-Laws provide for  indemnification  of any
person who is serving or has served as a director or officer of the  Registrant,
against all  liabilities  and expenses  incurred in connection  with any action,
suit or  proceeding  arising out of such  service to the full  extent  permitted
under Maryland law.

                  The  Registrant's  officers and directors are insured  against
certain  liabilities  under certain  policies  maintained by the Registrant with
aggregate maximum coverage of $35,000,000.

                  The  foregoing  summaries  are subject to the complete text of
the statute,  By-Laws and policies  referred to above and are qualified in their
entirety by reference thereto.



                                       3
<PAGE>

         Item 7.       Exemption from Registration Claimed.
                       -----------------------------------

                  Not Applicable.

         Item 8.       Exhibits.
                       --------

                                      Description of
         Exhibit Number                  Document
        ---------------                 -----------


                  4.1               Legg Mason,  Inc.  Employee  Stock  Purchase
                                    Plan  (incorporated by reference to Appendix
                                    C to the definitive  proxy statement for the
                                    Company's    2001    Annual    Meeting    of
                                    Stockholders).

                  4.2               Articles of Incorporation of the Company, as
                                    amended  (incorporated  by reference to Form
                                    10-Q for the  quarter  ended  September  30,
                                    2000).

                  4.3               By-laws  of  the  Company,  as  amended  and
                                    restated  April 25,  1988  (incorporated  by
                                    reference to the Company's  Annual Report on
                                    Form  10-K  for the  year  ended  March  31,
                                    1988).

                  5                 Opinion  of Robert F.  Price,  Esq.,  Senior
                                    Vice   President,    General   Counsel   and
                                    Secretary of the Registrant.

                  23.1              Consent   of   PricewaterhouseCoopers   LLP,
                                    independent accountants.

                  23.2              Consent    of    KPMG    LLP,    independent
                                    accountants.

                  23.3              Consent of Robert F. Price,  Esq.  (included
                                    in Exhibit 5).

                  24                Powers of Attorney of certain  directors and
                                    officers  of  the  Registrant  (included  on
                                    signature pages hereto).

                  The Plan is not intended to be qualified  under Section 401 of
the Internal Revenue Code of 1986, as amended.

         Item 9.   Undertakings.
                   ------------

                  (a)      The undersigned Registrant hereby undertakes:

                           (1) To file,  during  any  period in which  offers or
sales are being made, a post-effective amendment to this Registration Statement:

                                (i)  To  include  any  prospectus   required  by
Section  10(a)(3) of the  Securities  Act of 1933,  as amended (the  "Securities
Act");

                                       4
<PAGE>
                                (ii) To reflect in the  prospectus  any facts or
events  arising after the effective date of the  Registration  Statement (or the
most recent  post-effective  amendment  thereof)  which,  individually or in the
aggregate,  represent a fundamental  change in the  information set forth in the
Registration Statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was  registered)  and any deviation  from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20 percent
change in the maximum aggregate  offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;

                                (iii) To include any material  information  with
respect to the plan of distribution not previously disclosed in the Registration
Statement  or any  material  change  to  such  information  in the  Registration
Statement;

PROVIDED,  HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.

                             (2)  That,  for  the  purpose  of  determining  any
liability under the Securities Act, each such post-effective  amendment shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                             (3) To  remove  from  registration  by  means  of a
post-effective  amendment any of the securities  being  registered  which remain
unsold at the termination of the offering.

                  (b) The undersigned  Registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the Securities Act, each filing of
the  Registrant's  annual  report  pursuant  to  Section  13(a)  or 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated  by  reference  herein  shall be  deemed  to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                  (c) Insofar as indemnification  for liabilities  arising under
the  Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       5
<PAGE>
                                   SIGNATURES

                  The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Registrant  certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized,  in the City of Baltimore,  State of Maryland, on the
7th day of November, 2001.

                                        LEGG MASON, INC.



                                        By:  /s/ Robert F. Price
                                             ------------------------------
                                             Robert F. Price
                                             Senior Vice President

                                POWER OF ATTORNEY

                  KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  person  whose
signature  appears below  constitutes and appoints Raymond A. Mason,  Richard J.
Himelfarb  and  Robert  F.  Price,  and  each  of  them,  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said  attorneys-in-fact  and agents,  and each of them acting singly,  full
power and authority to do and perform each and every act and thing necessary and
requisite  to be done,  as fully and to all intents and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents or any of them may lawfully do or cause to be done
by virtue hereof.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

   Signature                        Title                         Date



/s/ Raymond A. Mason              Chairman of the Board,        November 7, 2001
----------------------------      President and Chief
Raymond A. Mason                  Executive Officer
                                  (Principal Executive Officer)



/s/ Thomas L. Souders             Senior Vice President and     November 7, 2001
-----------------------------     Treasurer
Thomas L. Souders                 (Principal Financial and
                                  Accounting Officer)


/s/ Harold L. Adams               Director                      November 7, 2001
-----------------------------
Harold L. Adams

[SIGNATURES CONTINUED]


                                       6
<PAGE>

[SIGNATURES CONTINUED]


/s/ James W. Brinkley             Director                      November 7, 2001
------------------------------
James W. Brinkley


/s/ Edmund J. Cashman, Jr.        Director                      November 7, 2001
------------------------------
Edmund J. Cashman, Jr.



/s/ Harry M. Ford, Jr.            Director                       November 7 2001
------------------------------
Harry M. Ford, Jr.



/s/ Richard J. Himelfarb          Director                      November 7, 2001
-----------------------------
Richard J. Himelfarb



/s/ John E. Koerner, III          Director                      November 7, 2001
------------------------------
John E. Koerner, III



/s/ Edward I. O'Brien             Director                      November 7, 2001
-------------------------------
Edward I. O'Brien



/s/ Peter F. O'Malley             Director                      November 7, 2001
-------------------------------
Peter F. O'Malley



/s/ Nicholas J. St. George        Director                      November 7, 2001
-------------------------------
Nicholas J. St. George



/s/ Roger W. Schipke              Director                      November 7, 2001
-------------------------------
Roger W. Schipke



/s/ James E. Ukrop                Director                      November 7, 2001
-------------------------------
James E. Ukrop


                                       7
<PAGE>

                                  EXHIBIT INDEX


                                 Description of
Exhibit Number                      Document

        4.1                      Legg Mason,  Inc.  Employee Stock Purchase Plan
                                 (incorporated by reference to Appendix C to the
                                 definitive  proxy  statement  for the Company's
                                 2001 Annual Meeting of Stockholders).

        4.2                      Articles of  Incorporation  of the Company,  as
                                 amended (incorporated by reference to Form 10-Q
                                 for the quarter ended September 30, 2000).

        4.3                      By-laws of the Company, as amended and restated
                                 April 25, 1988  (incorporated  by  reference to
                                 the  Company's  Annual  Report on Form 10-K for
                                 the year ended March 31, 1988).

        5                        Opinion of Robert F. Price,  Esq.,  Senior Vice
                                 President, General Counsel and Secretary of the
                                 Registrant.

        23.1                     Consent    of    PricewaterhouseCoopers    LLP,
                                 independent accountants.

        23.2                     Consent of KPMG LLP, independent accountants.

        23.3                     Consent of Robert F. Price,  Esq.  (included in
                                 Exhibit 5).

        24                       Powers of  Attorney  of certain  directors  and
                                 officers  of  the   Registrant   (included   on
                                 signature pages hereto).


                                       8
[{"type": "S-8", "sequence": "1", "filename": "espps-8.txt", "description": "LEGG MASON ESSP", "secsgml_size_bytes": 23514}]
{"company-data": {"conformed-name": "LEGG MASON INC", "cik": "0000704051", "assigned-sic": "6211", "irs-number": "521200960", "state-of-incorporation": "MD", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72904", "film-number": "1776978"}, "business-address": {"street1": "100 LIGHT ST", "city": "BALTIMORE", "state": "MD", "zip": "21202-1476", "phone": "4105390000"}, "mail-address": {"street1": "100 LIGHT ST", "city": "BALTIMORE", "state": "MD", "zip": "21202-1476"}}
As filed with the Securities and Exchange Commission on November 7, 2001
                      Registration No. 333-_____
                         ------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                   ------------------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                LEGG MASON, INC.
                         -------------------------------
             (Exact name of registrant as specified in its charter)

              MARYLAND                                     52-1200960
         ----------------------                         -----------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                  100 Light Street, Baltimore, Maryland 21202
                  -------------------------------------------

               (Address of Principal Executive Offices) (Zip Code)

                  LEGG MASON, INC. EMPLOYEE STOCK PURCHASE PLAN
                  ---------------------------------------------
                            (Full Title of the Plan)

                            ROBERT F. PRICE, ESQUIRE
              Senior Vice President, General Counsel and Secretary
                                Legg Mason, Inc.
                                100 Light Street
                            Baltimore, Maryland 21202
                     -------------------------------------
                     (Name and address of agent for service)

                                 (410) 539-0000
                          ---------------------------
          (Telephone number, including area code, of agent for service)

                             ----------------------

                         CALCULATION OF REGISTRATION FEE
 ------------------------------------------------------------------------------
                                     Proposed      Proposed
 Title of          Amount            Maximum       Maximum        Amount of
Securities to       to be          Offering Price  Aggregate      Registration
be Registered     Registered (1)    Per Share (2)  Offering Price     Fee
-------------------------------------------------------------------------------
Common Stock     3,000,000 shs.      $42.05       $126,150,000    $31,538
(.10 Par Value)
-------------------------------------------------------------------------------

(1)      Pursuant to Rule 416(a) under the  Securities  Act of 1933, as amended,
         this Registration Statement also registers such indeterminate number of
         additional  shares  as may be  issuable  under  the  Legg  Mason,  Inc.
         Employee  Stock  Purchase Plan in connection  with stock splits,  stock
         dividends or similar transactions.

(2)      Estimated  solely for the purpose of determining the  registration  fee
         pursuant to Rule 457(h).  The proposed maximum offering price per share
         is based  upon the  average  of the high and low sale  prices  for Legg
         Mason, Inc. common stock on the New York Stock Exchange on November 1,
         2001.
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The  information  required by Part I is included in  documents
sent or given to  participants in the Legg Mason,  Inc.  Employee Stock Purchase
Plan (the "Plan") pursuant to Rule 428(b)(1). Such documents are not being filed
with the Securities and Exchange Commission (the "Commission") either as part of
this  Registration  Statement  or  as  prospectuses  or  prospectus  supplements
pursuant to Rule 424.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.     Incorporation of Documents by Reference.
                     ---------------------------------------

                  The  following  documents  filed  by  Legg  Mason,  Inc.  (the
"Company") with the Commission are  incorporated  herein by reference and made a
part hereof:

                  (a) The  Company's  Annual  Report on Form 10-K for the fiscal
year ended March 31, 2001.

                  (b)  The  Company's  Quarterly  Report  on Form  10-Q  for the
quarter ended June 30, 2001.

                  (c) The  Company's  Current  Reports on Form 8-K dated May 30,
2001, May 31, 2001, June 1, 2001, June 26, 2001 and August 1, 2001.

                  (d) The  description of the Company's  common stock,  $.10 par
value,   contained  in  Amendment  No.  5  to  the  Company's   Application  for
Registration on Form 8-A, filed February 23, 2001.

                  In addition to the foregoing, all documents subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the filing of a
post-effective amendment indicating that all of the securities offered hereunder
have been sold or deregistering all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
part hereof from the date of filing of such documents.  Any statement  contained
in a document  incorporated  or deemed to be  incorporated  by reference in this
Registration Statement shall be deemed to be modified or superseded for purposes
of this Registration  Statement to the extent that a statement  contained herein
or  in  any  subsequently  filed  document  that  also  is or  is  deemed  to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

                                       2
Experts
        ------------

                  The consolidated  financial statements and financial statement
schedules incorporated in this Registration Statement by reference to the Annual
Report on Form 10-K of the  Company  for the year ended  March 31,  2001 and the
audited historical financial statements of Private Capital Management,  Inc. for
the six months ended June 29, 2000 and of Private Capital  Management,  L.P. for
the six  months  ended  December  31,  2000  incorporated  in this  Registration
Statement by reference to the Company's  Current Report on Form 8-K dated August
1,  2001  have  been  so   incorporated   in   reliance   on  the   reports   of
PricewaterhouseCoopers  LLP, independent accountants,  given on the authority of
said firm as experts in accounting and auditing.

                  The  statement  of  financial   condition  of  Carnes  Capital
Corporation  as of December  31,  2000,  and the related  statements  of income,
stockholder's  equity,  and  cash  flows  for the year  then  ended,  have  been
incorporated  by  reference  herein  in  reliance  upon the  report of KPMG LLP,
independent  accountants,   incorporated  by  reference  herein,  and  upon  the
authority of said firm as experts in accounting and auditing.

         Item 4.      Description of Securities.
                      -------------------------

                  Not Applicable.

         Item 5.      Interests of Named Experts and Counsel.
                      --------------------------------------

                  The  validity  of the  shares of the  Company's  common  stock
registered  hereby  have been  passed  upon for the  Company by Robert F. Price,
Esq., the Company's General Counsel. Mr. Price beneficially owns, and has rights
to acquire under an employee  benefit plan of the Company,  an aggregate of less
than one percent of the common stock of the Company.

         Item 6.      Indemnification of Directors and Officers.
                      -----------------------------------------

                  Section  2-418  of  the  Maryland   General   Corporation  Law
("Section  2-418")  establishes  provisions  whereby a Maryland  corporation may
indemnify  any  director or officer made a party to an action or  proceeding  by
reason  of  service  in that  capacity,  against  judgments,  penalties,  fines,
settlements and reasonable  expenses  incurred in connection with such action or
proceeding  unless it is proved that the director or officer (i) acted or failed
to act in bad faith or with  active and  deliberate  dishonesty,  (ii)  actually
received an improper personal benefit in money, property or services or (iii) in
the case of a criminal proceeding,  had reasonable cause to believe that his act
or omission was unlawful.  However,  if the  proceeding is a derivative  suit in
favor of the corporation,  indemnification  may not be made if the individual is
adjudged to be liable to the corporation. In no case may indemnification be made
until a determination  has been reached that the director or officer has met the
applicable  standard  of conduct.  Indemnification  for  reasonable  expenses is
mandatory  if the  director  or  officer  has been  successful  on the merits or
otherwise in the defense of any action or proceeding  covered by Section  2-418.
Section  2-418 also  provides for  indemnification  of directors and officers by
court order.  The  indemnification  provided or authorized in Section 2-418 does
not preclude a  corporation  from  extending  other rights  (indemnification  or
otherwise) to directors and officers.

                  The Registrant's  By-Laws provide for  indemnification  of any
person who is serving or has served as a director or officer of the  Registrant,
against all  liabilities  and expenses  incurred in connection  with any action,
suit or  proceeding  arising out of such  service to the full  extent  permitted
under Maryland law.

                  The  Registrant's  officers and directors are insured  against
certain  liabilities  under certain  policies  maintained by the Registrant with
aggregate maximum coverage of $35,000,000.

                  The  foregoing  summaries  are subject to the complete text of
the statute,  By-Laws and policies  referred to above and are qualified in their
entirety by reference thereto.

                                       3
Item 7.       Exemption from Registration Claimed.
                       -----------------------------------

                  Not Applicable.

         Item 8.       Exhibits.
                       --------

                                      Description of
         Exhibit Number                  Document
        ---------------                 -----------

                  4.1               Legg Mason,  Inc.  Employee  Stock  Purchase
                                    Plan  (incorporated by reference to Appendix
                                    C to the definitive  proxy statement for the
                                    Company's    2001    Annual    Meeting    of
                                    Stockholders).

                  4.2               Articles of Incorporation of the Company, as
                                    amended  (incorporated  by reference to Form
                                    10-Q for the  quarter  ended  September  30,
                                    2000).

                  4.3               By-laws  of  the  Company,  as  amended  and
                                    restated  April 25,  1988  (incorporated  by
                                    reference to the Company's  Annual Report on
                                    Form  10-K  for the  year  ended  March  31,
                                    1988).

                  5                 Opinion  of Robert F.  Price,  Esq.,  Senior
                                    Vice   President,    General   Counsel   and
                                    Secretary of the Registrant.

                  23.1              Consent   of   PricewaterhouseCoopers   LLP,
                                    independent accountants.

                  23.2              Consent    of    KPMG    LLP,    independent
                                    accountants.

                  23.3              Consent of Robert F. Price,  Esq.  (included
                                    in Exhibit 5).

                  24                Powers of Attorney of certain  directors and
                                    officers  of  the  Registrant  (included  on
                                    signature pages hereto).

                  The Plan is not intended to be qualified  under Section 401 of
the Internal Revenue Code of 1986, as amended.

         Item 9.   Undertakings.
                   ------------

                  (a)      The undersigned Registrant hereby undertakes:

                           (1) To file,  during  any  period in which  offers or
sales are being made, a post-effective amendment to this Registration Statement:

                                (i)  To  include  any  prospectus   required  by
Section  10(a)(3) of the  Securities  Act of 1933,  as amended (the  "Securities
Act");

                                       4
(ii) To reflect in the  prospectus  any facts or
events  arising after the effective date of the  Registration  Statement (or the
most recent  post-effective  amendment  thereof)  which,  individually or in the
aggregate,  represent a fundamental  change in the  information set forth in the
Registration Statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was  registered)  and any deviation  from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20 percent
change in the maximum aggregate  offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;

                                (iii) To include any material  information  with
respect to the plan of distribution not previously disclosed in the Registration
Statement  or any  material  change  to  such  information  in the  Registration
Statement;

PROVIDED,  HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.

                             (2)  That,  for  the  purpose  of  determining  any
liability under the Securities Act, each such post-effective  amendment shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                             (3) To  remove  from  registration  by  means  of a
post-effective  amendment any of the securities  being  registered  which remain
unsold at the termination of the offering.

                  (b) The undersigned  Registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the Securities Act, each filing of
the  Registrant's  annual  report  pursuant  to  Section  13(a)  or 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated  by  reference  herein  shall be  deemed  to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                  (c) Insofar as indemnification  for liabilities  arising under
the  Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       5
SIGNATURES

                  The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Registrant  certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized,  in the City of Baltimore,  State of Maryland, on the
7th day of November, 2001.

                                        LEGG MASON, INC.

                                        By:  /s/ Robert F. Price
                                             ------------------------------
                                             Robert F. Price
                                             Senior Vice President

                                POWER OF ATTORNEY

                  KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  person  whose
signature  appears below  constitutes and appoints Raymond A. Mason,  Richard J.
Himelfarb  and  Robert  F.  Price,  and  each  of  them,  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said  attorneys-in-fact  and agents,  and each of them acting singly,  full
power and authority to do and perform each and every act and thing necessary and
requisite  to be done,  as fully and to all intents and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents or any of them may lawfully do or cause to be done
by virtue hereof.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

   Signature                        Title                         Date

/s/ Raymond A. Mason              Chairman of the Board,        November 7, 2001
----------------------------      President and Chief
Raymond A. Mason                  Executive Officer
                                  (Principal Executive Officer)

/s/ Thomas L. Souders             Senior Vice President and     November 7, 2001
-----------------------------     Treasurer
Thomas L. Souders                 (Principal Financial and
                                  Accounting Officer)

/s/ Harold L. Adams               Director                      November 7, 2001
-----------------------------
Harold L. Adams

[SIGNATURES CONTINUED]

                                       6
[SIGNATURES CONTINUED]

/s/ James W. Brinkley             Director                      November 7, 2001
------------------------------
James W. Brinkley

/s/ Edmund J. Cashman, Jr.        Director                      November 7, 2001
------------------------------
Edmund J. Cashman, Jr.

/s/ Harry M. Ford, Jr.            Director                       November 7 2001
------------------------------
Harry M. Ford, Jr.

/s/ Richard J. Himelfarb          Director                      November 7, 2001
-----------------------------
Richard J. Himelfarb

/s/ John E. Koerner, III          Director                      November 7, 2001
------------------------------
John E. Koerner, III

/s/ Edward I. O'Brien             Director                      November 7, 2001
-------------------------------
Edward I. O'Brien

/s/ Peter F. O'Malley             Director                      November 7, 2001
-------------------------------
Peter F. O'Malley

/s/ Nicholas J. St. George        Director                      November 7, 2001
-------------------------------
Nicholas J. St. George

/s/ Roger W. Schipke              Director                      November 7, 2001
-------------------------------
Roger W. Schipke

/s/ James E. Ukrop                Director                      November 7, 2001
-------------------------------
James E. Ukrop

                                       7
EXHIBIT INDEX

                                 Description of
Exhibit Number                      Document

        4.1                      Legg Mason,  Inc.  Employee Stock Purchase Plan
                                 (incorporated by reference to Appendix C to the
                                 definitive  proxy  statement  for the Company's
                                 2001 Annual Meeting of Stockholders).

        4.2                      Articles of  Incorporation  of the Company,  as
                                 amended (incorporated by reference to Form 10-Q
                                 for the quarter ended September 30, 2000).

        4.3                      By-laws of the Company, as amended and restated
                                 April 25, 1988  (incorporated  by  reference to
                                 the  Company's  Annual  Report on Form 10-K for
                                 the year ended March 31, 1988).

        5                        Opinion of Robert F. Price,  Esq.,  Senior Vice
                                 President, General Counsel and Secretary of the
                                 Registrant.

        23.1                     Consent    of    PricewaterhouseCoopers    LLP,
                                 independent accountants.

        23.2                     Consent of KPMG LLP, independent accountants.

        23.3                     Consent of Robert F. Price,  Esq.  (included in
                                 Exhibit 5).

        24                       Powers of  Attorney  of certain  directors  and
                                 officers  of  the   Registrant   (included   on
                                 signature pages hereto).

                                       8