<PAGE>
                  THE EXHIBIT INDEX IS ON PAGE 6 
 
As filed with the Securities and Exchange Commission on May 17, 1994
          
                                  Registration No. 33-_________ 
 
 
 
                SECURITIES AND EXCHANGE COMMISSION 
                      Washington, D.C. 20549 
                       ____________________ 
 
                             FORM S-8 
                      REGISTRATION STATEMENT 
                               under 
                    THE SECURITIES ACT OF 1933 
                       ____________________ 
 
                     ALEX. BROWN INCORPORATED 
      (Exact name of registrant as specified in its charter) 
 
        Maryland                                        52-1434118 
   (State or other jurisdiction                    (I.R.S. Employer 
 of incorporation or organization)                Identification No.) 
 
     135 East Baltimore Street 
        Baltimore, Maryland                                21202 
(Address of Principal Executive Offices)                (Zip Code) 
                       ____________________ 
 
                    1991 EQUITY INCENTIVE PLAN 
                     (Full title of the plan) 
                       ____________________ 
 
                       Robert F. Price, Esq. 
                   Secretary and General Counsel 
                       Alex. Brown Incorporated 
                      135 East Baltimore Street 
                      Baltimore, Maryland 21202 
                          (410) 727-1700 
 
               (Name, address and telephone number, 
            including area code, of agent for service) 
                       ____________________ 
 

                  CALCULATION OF REGISTRATION FEE 
<TABLE>
<CAPTION>
 

<S>  <C>         <C>          <C>   <C>        <C>              <C>
 
Title of                       Proposed        Proposed 
securities         Amount       maximum        maximum 
to be               to be       offering       aggregate       Amount of 
registered       registered   price per unit   offering price  registration
Common Stock 
(par value 
$.10 per 
share)           1,056,000    $     23.75      $25,080,000      $8,648.28
 
</TABLE>

Pursuant to Rule 457(g), the proposed maximum aggregate offering price and
amount of registration fee are based upon the price at which the debentures
convertible into the Common Stock hereby registered may be exercised.

<PAGE>
Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE 
 
 
 
     The contents of the Form S-8 Registration Statement,
Registration No. 33-40619, as filed with the Securities and
Exchange Commission on May 16, 1991, and as supplemented on March
16, 1992, via Registration No. 33-46282, and as supplemented on
August 5, 1993, via Registration No. 33-67050, are herewith
incorporated by reference. 
 
 
 
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL 
 
 
 
     At the time of the issuance of the Opinion of Counsel, Robert
F. Price, Esq. was employed as General Counsel of the registrant
and held, directly or indirectly, 37,539 shares of the Common Stock
of the registrant as well as options to purchase an additional
9,900 shares and debentures convertible into an additional 17,975 shares. 
 
 
 
 
AMENDMENTS TO THE 1991 EQUITY INCENTIVE PLAN 
 
 
 
 
     On April 25, 1994, the registrant's stockholders approved the
following amendments to the 1991 Equity Incentive Plan: 
 
     I.   Section 5(a) has been amended to read as follows: 
           
     Subject to adjustment under subsection (b), Awards may be made
under the Plan in each calendar year during any part of which the
Plan is effective in respect of a maximum of seven and one-half
percent (7.5%) of the total shares of Common Stock outstanding on 
the first day of such year, provided that Awards with respect to
up to an additional 1,056,000 shares of Common Stock may be made
under Section 10 of the Plan during the period August 4, 1993
through December 31, 1993.  If any award in respect of shares of 
Common Stock expires or is terminated unexercised or is forfeited
for any reason, the shares subject to such Award, to the extent of
such expiration, termination or forfeiture shall again be available
for Award under the Plan.  Common Stock issued through the
assumption or substitution of outstanding grants from any acquired
company shall not reduce the shares available for Awards under the
Plan. 
 
<PAGE> 
 
     2.   Section 12(h) has been amended to read as follows: 
      
     (h) Loans.  The Committee may authorize the making of loans
or cash payments to Participants in connection with any Award under
the Plan.  Such loans may be secured by any security, including
Common Stock, underlying or related to such Award (provided that 
such loan shall not exceed the Fair Market Value of the security
subject to such Award).  Certain loans, or any portion thereof,
will be forgiven under the terms of the loans if the Company's
return on equity for subsequent annual periods, or its cumulative
return on equity for subsequent three year periods, exceeds targets
predetermined by the Committee.  The maximum amount of such loans
to any Participant is limited to the Fair Market Value 
of the maximum number of shares in respect of which Awards may be
made pursuant to Section 12(1).  Other loans may be forgiven upon
such terms and conditions as the Committee may establish at the
time of such loans or at anytime thereafter. 
 
     3.   A new Section 12(l) has been added to read as follows: 
 
     Notwithstanding any other provisions of the Plan, the
Committee may not grant to any one Participant Awards under the
Plan in respect of more than 250,000 shares of Common Stock in any
calendar year during any part of which the Plan is effective. 
 
<PAGE> 
 
 
                            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, and the State of Maryland, on this 25th day of April,
1994. 
 
                                    ALEX. BROWN INCORPORATED 
 
 
                                    By: s/ A. B. Krongard        
             
                                        Chairman of the Board 
 
 
      
 
     Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following
persons (or where indicated, for the following persons, pursuant
to a power of attorney dated May 15, 1991, by Beverly L. Wright in
her capacity as agent and attorney-in-fact) who comprise a majority
of the Board of the registrant, in the capacities and on the date
indicated. 
 
<TABLE>
<CAPTION>
Name                           Title                Date 
 
 
<S> <C>  <S>                                                  <C> <C>
 
s/ A. B. Krongard             Chief Executive Officer   April 25, 1994 
A. B. Krongard                       and Director 
 
 
 
s/ Mayo A. Shattuck III       President; Chief          April 25, 1994 
Mayo A. Shattuck III            Operating Officer                 
                                     and Director 
 
 
s/ Beverly L. Wright          Treasurer; Chief          May 9, 1994 
Beverly L. Wright               Financial Officer 
 
  

s/ Lee A. Ault                Director                  April 25, 1994 
Lee A. Ault   
 
s/ Thomas C. Barry            Director                  April 25, 1994 
Thomas C. Barry 
 
 
 
s/ Andre W. Brewster          Director                  April 25, 1994
Andre W. Brewster 
 

s/ Benjamin H. Griswold IV    Director                  April 25, 1994
Benjamin H. Griswold IV 
 
 
 
s/ Donald B. Hebb, Jr.        Director                  April 25, 1994 
Donald B. Hebb, Jr. 
 
 
 
s/ Steven Muller, Ph.D        Director                  April 25, 1994 
Steven Muller, Ph.D   
 
 
 
_____________________________ Director                   ,   1994
David M. Norman 
 
 
 
s/ Frank E. Richardson        Director                  April 25, 1994 
Frank E. Richardson          
 
</TABLE>
 

  
<PAGE>
                           EXHIBIT INDEX 
 
 
Exhibit Number Description                                  Page 
 
 
 5  			   Opinion of Robert F. Price, Esq. (contains          7 
               Consent of Counsel) relating to the 1991        
                   Equity Incentive Plan 
 
 23.1     Consent of Counsel (contained in Exhibit 5)         7 
 
 23.2     Consent of KPMG Peat Marwick relating to the        8 
               1991 Equity Incentive Plan
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR ALEX. BROWN", "secsgml_size_bytes": 8734}]
{"company-data": {"conformed-name": "BROWN ALEX INC", "cik": "0000787977", "assigned-sic": "6211", "irs-number": "521434118", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53687", "film-number": "94529246"}, "business-address": {"street1": "135 E BALTIMORE ST", "city": "BALTIMORE", "state": "MD", "zip": "21202", "phone": "4107271700"}, "mail-address": {"street1": "135 E. BALTIMORE STREET", "city": "BALTIMORE", "state": "MD", "zip": "21202"}}
THE EXHIBIT INDEX IS ON PAGE 6 
 
As filed with the Securities and Exchange Commission on May 17, 1994
          
                                  Registration No. 33-_________ 
 
 
 
                SECURITIES AND EXCHANGE COMMISSION 
                      Washington, D.C. 20549 
                       ____________________ 
 
                             FORM S-8 
                      REGISTRATION STATEMENT 
                               under 
                    THE SECURITIES ACT OF 1933 
                       ____________________ 
 
                     ALEX. BROWN INCORPORATED 
      (Exact name of registrant as specified in its charter) 
 
        Maryland                                        52-1434118 
   (State or other jurisdiction                    (I.R.S. Employer 
 of incorporation or organization)                Identification No.) 
 
     135 East Baltimore Street 
        Baltimore, Maryland                                21202 
(Address of Principal Executive Offices)                (Zip Code) 
                       ____________________ 
 
                    1991 EQUITY INCENTIVE PLAN 
                     (Full title of the plan) 
                       ____________________ 
 
                       Robert F. Price, Esq. 
                   Secretary and General Counsel 
                       Alex. Brown Incorporated 
                      135 East Baltimore Street 
                      Baltimore, Maryland 21202 
                          (410) 727-1700 
 
               (Name, address and telephone number, 
            including area code, of agent for service) 
                       ____________________ 
 

                  CALCULATION OF REGISTRATION FEE
Title of                       Proposed        Proposed 
securities         Amount       maximum        maximum 
to be               to be       offering       aggregate       Amount of 
registered       registered   price per unit   offering price  registration
Common Stock 
(par value 
$.10 per 
share)           1,056,000    $     23.75      $25,080,000      $8,648.28
Pursuant to Rule 457(g), the proposed maximum aggregate offering price and
amount of registration fee are based upon the price at which the debentures
convertible into the Common Stock hereby registered may be exercised.
Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE 
 
 
 
     The contents of the Form S-8 Registration Statement,
Registration No. 33-40619, as filed with the Securities and
Exchange Commission on May 16, 1991, and as supplemented on March
16, 1992, via Registration No. 33-46282, and as supplemented on
August 5, 1993, via Registration No. 33-67050, are herewith
incorporated by reference. 
 
 
 
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL 
 
 
 
     At the time of the issuance of the Opinion of Counsel, Robert
F. Price, Esq. was employed as General Counsel of the registrant
and held, directly or indirectly, 37,539 shares of the Common Stock
of the registrant as well as options to purchase an additional
9,900 shares and debentures convertible into an additional 17,975 shares. 
 
 
 
 
AMENDMENTS TO THE 1991 EQUITY INCENTIVE PLAN 
 
 
 
 
     On April 25, 1994, the registrant's stockholders approved the
following amendments to the 1991 Equity Incentive Plan: 
 
     I.   Section 5(a) has been amended to read as follows: 
           
     Subject to adjustment under subsection (b), Awards may be made
under the Plan in each calendar year during any part of which the
Plan is effective in respect of a maximum of seven and one-half
percent (7.5%) of the total shares of Common Stock outstanding on 
the first day of such year, provided that Awards with respect to
up to an additional 1,056,000 shares of Common Stock may be made
under Section 10 of the Plan during the period August 4, 1993
through December 31, 1993.  If any award in respect of shares of 
Common Stock expires or is terminated unexercised or is forfeited
for any reason, the shares subject to such Award, to the extent of
such expiration, termination or forfeiture shall again be available
for Award under the Plan.  Common Stock issued through the
assumption or substitution of outstanding grants from any acquired
company shall not reduce the shares available for Awards under the
Plan.
2.   Section 12(h) has been amended to read as follows: 
      
     (h) Loans.  The Committee may authorize the making of loans
or cash payments to Participants in connection with any Award under
the Plan.  Such loans may be secured by any security, including
Common Stock, underlying or related to such Award (provided that 
such loan shall not exceed the Fair Market Value of the security
subject to such Award).  Certain loans, or any portion thereof,
will be forgiven under the terms of the loans if the Company's
return on equity for subsequent annual periods, or its cumulative
return on equity for subsequent three year periods, exceeds targets
predetermined by the Committee.  The maximum amount of such loans
to any Participant is limited to the Fair Market Value 
of the maximum number of shares in respect of which Awards may be
made pursuant to Section 12(1).  Other loans may be forgiven upon
such terms and conditions as the Committee may establish at the
time of such loans or at anytime thereafter. 
 
     3.   A new Section 12(l) has been added to read as follows: 
 
     Notwithstanding any other provisions of the Plan, the
Committee may not grant to any one Participant Awards under the
Plan in respect of more than 250,000 shares of Common Stock in any
calendar year during any part of which the Plan is effective.
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, and the State of Maryland, on this 25th day of April,
1994. 
 
                                    ALEX. BROWN INCORPORATED 
 
 
                                    By: s/ A. B. Krongard        
             
                                        Chairman of the Board 
 
 
      
 
     Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following
persons (or where indicated, for the following persons, pursuant
to a power of attorney dated May 15, 1991, by Beverly L. Wright in
her capacity as agent and attorney-in-fact) who comprise a majority
of the Board of the registrant, in the capacities and on the date
indicated.
Name                           Title                Date
s/ A. B. Krongard             Chief Executive Officer   April 25, 1994 
A. B. Krongard                       and Director 
 
 
 
s/ Mayo A. Shattuck III       President; Chief          April 25, 1994 
Mayo A. Shattuck III            Operating Officer                 
                                     and Director 
 
 
s/ Beverly L. Wright          Treasurer; Chief          May 9, 1994 
Beverly L. Wright               Financial Officer 
 
  

s/ Lee A. Ault                Director                  April 25, 1994 
Lee A. Ault   
 
s/ Thomas C. Barry            Director                  April 25, 1994 
Thomas C. Barry 
 
 
 
s/ Andre W. Brewster          Director                  April 25, 1994
Andre W. Brewster 
 

s/ Benjamin H. Griswold IV    Director                  April 25, 1994
Benjamin H. Griswold IV 
 
 
 
s/ Donald B. Hebb, Jr.        Director                  April 25, 1994 
Donald B. Hebb, Jr. 
 
 
 
s/ Steven Muller, Ph.D        Director                  April 25, 1994 
Steven Muller, Ph.D   
 
 
 
_____________________________ Director                   ,   1994
David M. Norman 
 
 
 
s/ Frank E. Richardson        Director                  April 25, 1994 
Frank E. Richardson
EXHIBIT INDEX 
 
 
Exhibit Number Description                                  Page 
 
 
 5  			   Opinion of Robert F. Price, Esq. (contains          7 
               Consent of Counsel) relating to the 1991        
                   Equity Incentive Plan 
 
 23.1     Consent of Counsel (contained in Exhibit 5)         7 
 
 23.2     Consent of KPMG Peat Marwick relating to the        8 
               1991 Equity Incentive Plan