<PAGE> COVER

As filed with the Securities and Exchange Commission on July 31, 1995.

                                      Registration No. 33-         
                                                                       

               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)


        111 South Calvert Street, Baltimore, Maryland 21202   
       (Address of Principal Executive Offices)   (Zip Code)


                        LEGG MASON, INC.
                  EMPLOYEE STOCK PURCHASE PLAN
                    (Full title of the plan)


                   THEODORE S. KAPLAN, ESQUIRE
            Senior Vice President and General Counsel
                        Legg Mason, Inc.
                    111 South Calvert 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

<TABLE>
<CAPTION>
                                                                                                
                                   Proposed         Proposed
  Title of         Amount           Maximum          Maximum           Amount of
Securities to      to be         Offering Price  Aggregate Offering  Registration
be Registered    Registered (1)   Per Unit (2)         Price             Fee      
<S>              <C>                <C>              <C>               <C>
Common Stock     1,000,000 shs.     $27.9375         $27,937,500       $9,633.62
($.10 Par Value)



(1)  There is also being registered hereunder such additional number of
     shares of Common Stock as may be issued pursuant to the anti-dilution
     provisions of the Employee Stock Purchase Plan.

(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 prices for the stock on the
     New York Stock Exchange on July 26, 1995.

</TABLE>


<PAGE> 1

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 Securities and Exchange Commission are
incorporated herein by reference and made a part hereof:

          (a)  Registration Statement on Form S-8 as filed on
December 4, 1987, Registration No. 33-18870.

          (b)  The Company's Annual Report on Form 10-K for the
year ended March 31, 1995, filed on June 29, 1995.

          (c)  The description of the Company's Common Stock,
$.10 par value, contained in Amendment No. 3 to the Company's
Application for Registration on Form 8-A, filed July 17, 1991.

          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, 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 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 is also 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.

     Item 8.   Exhibits.

          The Exhibits to this Registration Statement are listed
in the Exhibit Index on page 5 of this Registration Statement,
which Exhibit Index is incorporated herein by reference.



<PAGE> 2



                            SIGNATURES

          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 27th day of
July, 1995.

                              LEGG MASON, INC.



                              By:/s/ Raymond A. Mason       
                                 Raymond A. Mason, President


                        POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Raymond A.
Mason, John F. Curley, Jr. and Charles A. Bacigalupo, 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 pre-effective and 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.

<TABLE>
<CAPTION>

     Signature                Title                    Date

<S>                           <C>                      <C>
/s/ Raymond A. Mason          President, Chief         July 27, 1995
Raymond A. Mason              Executive Officer,
                              Director (Principal 
                              Executive Officer)

[SIGNATURES CONTINUED]

<PAGE> 3

[SIGNATURES CONTINUED]


<S>                           <C>                      <C>
/s/ F. Barry Bilson           Vice President-Finance   July 27, 1995
F. Barry Bilson               (Principal Financial
                              Officer)


/s/ Eileen M. O'Rourke        Controller (Principal    July 27, 1995
Eileen M. O'Rourke            Accounting Officer)



/s/ Harold L. Adams           Director                 July 27, 1995
Harold L. Adams



/s/ Charles A. Bacigalupo     Director                 July 27, 1995
Charles A. Bacigalupo



/s/ James W. Brinkley         Director                 July 27, 1995
James W. Brinkley



/s/ Edmund J. Cashman, Jr.    Director                 July 27, 1995
Edmund J. Cashman, Jr.



/s/ John F. Curley, Jr.       Director                 July 27, 1995
John F. Curley, Jr.



/s/ Harry M. Ford, Jr.        Director                 July 27, 1995
Harry M. Ford, Jr.




/s/ Richard J. Himelfarb      Director                 July 27, 1995
Richard J. Himelfarb



[SIGNATURES CONTINUED]

<PAGE> 4

[SIGNATURES CONTINUED]


<S>                           <C>                      <C>
/s/ John E. Koerner, III      Director                 July 27, 1995
John E. Koerner, III



/s/ John B. Levert, Jr.       Director                 July 27, 1995
John B. Levert, Jr.



/s/ W. Curtis Livingston      Director                 July 27, 1995
W. Curtis Livingston



/s/ Edward I. O'Brien         Director                 July 27, 1995
Edward I. O'Brien



/s/ Peter F. O'Malley         Director                 July 27, 1995
Peter F. O'Malley



/s/ Nicholas J. St. George    Director                 July 27, 1995
Nicholas J. St. George



/s/ Roger W. Schipke          Director                 July 27, 1995
Roger W. Schipke



/s/ Margaret DeB. Tutwiler    Director                 July 27, 1995
Margaret DeB. Tutwiler



/s/ James E. Ukrop            Director                 July 27, 1995
James E. Ukrop



/s/ William Wirth             Director                 July 27, 1995
William Wirth


<PAGE> 5


</TABLE>
<TABLE>
<CAPTION>
                          EXHIBITS INDEX




Regulation S-K           Description of
Exhibit Number              Document   

<S>                 <C>
Exhibit 4           Legg Mason, Inc. Amended
                    and Restated Employee 
                    Stock Purchase Plan 
                    (As Amended 1995)

Exhibit 5           Opinion of Theodore S. 
                    Kaplan, Esq., General 
                    Counsel of the Registrant

Exhibit 23(a)       Consent of Coopers &
                    Lybrand L.L.P., independent
                    public accountants

Exhibit 23(b)       Consent of Theodore S. 
                    Kaplan, Esq. (included 
                    in Exhibit 5)


</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8 LM ESPP", "secsgml_size_bytes": 9656}]
COVER

As filed with the Securities and Exchange Commission on July 31, 1995.

                                      Registration No. 33-         
                                                                       

               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)

        111 South Calvert Street, Baltimore, Maryland 21202   
       (Address of Principal Executive Offices)   (Zip Code)

                        LEGG MASON, INC.
                  EMPLOYEE STOCK PURCHASE PLAN
                    (Full title of the plan)

                   THEODORE S. KAPLAN, ESQUIRE
            Senior Vice President and General Counsel
                        Legg Mason, Inc.
                    111 South Calvert 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 Offering  Registration
be Registered    Registered (1)   Per Unit (2)         Price             Fee
Common Stock     1,000,000 shs.     $27.9375         $27,937,500       $9,633.62
($.10 Par Value)

(1)  There is also being registered hereunder such additional number of
     shares of Common Stock as may be issued pursuant to the anti-dilution
     provisions of the Employee Stock Purchase Plan.

(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 prices for the stock on the
     New York Stock Exchange on July 26, 1995.
1

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 Securities and Exchange Commission are
incorporated herein by reference and made a part hereof:

          (a)  Registration Statement on Form S-8 as filed on
December 4, 1987, Registration No. 33-18870.

          (b)  The Company's Annual Report on Form 10-K for the
year ended March 31, 1995, filed on June 29, 1995.

          (c)  The description of the Company's Common Stock,
$.10 par value, contained in Amendment No. 3 to the Company's
Application for Registration on Form 8-A, filed July 17, 1991.

          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, 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 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 is also 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.

     Item 8.   Exhibits.

          The Exhibits to this Registration Statement are listed
in the Exhibit Index on page 5 of this Registration Statement,
which Exhibit Index is incorporated herein by reference.
2

                            SIGNATURES

          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 27th day of
July, 1995.

                              LEGG MASON, INC.

                              By:/s/ Raymond A. Mason       
                                 Raymond A. Mason, President

                        POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Raymond A.
Mason, John F. Curley, Jr. and Charles A. Bacigalupo, 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 pre-effective and 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          President, Chief         July 27, 1995
Raymond A. Mason              Executive Officer,
                              Director (Principal 
                              Executive Officer)

[SIGNATURES CONTINUED]
3

[SIGNATURES CONTINUED]
/s/ F. Barry Bilson           Vice President-Finance   July 27, 1995
F. Barry Bilson               (Principal Financial
                              Officer)

/s/ Eileen M. O'Rourke        Controller (Principal    July 27, 1995
Eileen M. O'Rourke            Accounting Officer)

/s/ Harold L. Adams           Director                 July 27, 1995
Harold L. Adams

/s/ Charles A. Bacigalupo     Director                 July 27, 1995
Charles A. Bacigalupo

/s/ James W. Brinkley         Director                 July 27, 1995
James W. Brinkley

/s/ Edmund J. Cashman, Jr.    Director                 July 27, 1995
Edmund J. Cashman, Jr.

/s/ John F. Curley, Jr.       Director                 July 27, 1995
John F. Curley, Jr.

/s/ Harry M. Ford, Jr.        Director                 July 27, 1995
Harry M. Ford, Jr.

/s/ Richard J. Himelfarb      Director                 July 27, 1995
Richard J. Himelfarb

[SIGNATURES CONTINUED]
4

[SIGNATURES CONTINUED]
/s/ John E. Koerner, III      Director                 July 27, 1995
John E. Koerner, III

/s/ John B. Levert, Jr.       Director                 July 27, 1995
John B. Levert, Jr.

/s/ W. Curtis Livingston      Director                 July 27, 1995
W. Curtis Livingston

/s/ Edward I. O'Brien         Director                 July 27, 1995
Edward I. O'Brien

/s/ Peter F. O'Malley         Director                 July 27, 1995
Peter F. O'Malley

/s/ Nicholas J. St. George    Director                 July 27, 1995
Nicholas J. St. George

/s/ Roger W. Schipke          Director                 July 27, 1995
Roger W. Schipke

/s/ Margaret DeB. Tutwiler    Director                 July 27, 1995
Margaret DeB. Tutwiler

/s/ James E. Ukrop            Director                 July 27, 1995
James E. Ukrop

/s/ William Wirth             Director                 July 27, 1995
William Wirth
5
EXHIBITS INDEX

Regulation S-K           Description of
Exhibit Number              Document
Exhibit 4           Legg Mason, Inc. Amended
                    and Restated Employee 
                    Stock Purchase Plan 
                    (As Amended 1995)

Exhibit 5           Opinion of Theodore S. 
                    Kaplan, Esq., General 
                    Counsel of the Registrant

Exhibit 23(a)       Consent of Coopers &
                    Lybrand L.L.P., independent
                    public accountants

Exhibit 23(b)       Consent of Theodore S. 
                    Kaplan, Esq. (included 
                    in Exhibit 5)