<PAGE> COVER

   As filed with the Securities and Exchange Commission on January 30, 1998
                                              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./BRANDYWINE
                   1998 NON-QUALIFIED STOCK OPTION PLAN
                         (Full Title of the Plan)


                       THEODORE S. KAPLAN, ESQUIRE
                Senior Vice President and General Counsel
                            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


<TABLE>
<CAPTION>
                                                                                                
                                Proposed            Proposed
 Title of       Amount          Maximum             Maximum          Amount of
Securities to   to be        Offering Price    Aggregate Offering  Registration
be Registered   Registered   Per Share (1)          Price              Fee      

<S>             <C>            <C>                <C>                <C> 
Common Stock    225,836 shs.   $48.9375           $11,051,849.25     $3,260.30
($.10 Par Value)



</TABLE>

                                                                                
(1)  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 January 29, 1998.

<PAGE> 1


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./Brandywine 1998 Non-Qualified Stock Option 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, 1997.

          (b)  The Company's Quarterly Reports on Form 10-Q for
the quarters ended June 30, 1997 and September 30, 1997.

          (c)  The description of the Company's common stock,
$.10 par value, contained in Amendment No. 4 to the Company's
Application for Registration on Form 8-A, filed April 25, 1997.

          In addition to the foregoing, all documents
subsequently filed by the Company or the Plan 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.

     Item 4.  Description of Securities.

          Not Applicable.


<PAGE> 2


     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
Theodore S. Kaplan, Esq., the Company's General Counsel.  Mr.
Kaplan beneficially owns, or has rights to acquire under an
employee benefit plan of the Company, 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
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 the indemnification statute.  The statute also
provides for indemnification of directors and officers by court
order.  The indemnification provided or authorized in the
indemnification statute 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 agreement referred to above and
are qualified in their entirety by reference thereto.


<PAGE> 3


     Item 7.  Exemption from Registration Claimed.

          Not Applicable.

     Item 8.  Exhibits.

          The Exhibits to this Registration Statement are listed
in the Exhibit Index on page 8 of this Registration Statement,
which Exhibit Index is incorporated herein by reference and made
a part hereof.

     Item 9.  Undertakings.

          (a) The undersigned Registrant hereby undertakes:

              (1)  That, for the purpose of determining any
liability under the Securities Act of 1933, as amended (the
"Securities Act"), each 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.

              (2)  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


<PAGE> 4


appropriate jurisdiction the question whether such indemnifi-
cation by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of
such issue.



<PAGE> 5

                                 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 30th day of
January, 1998.

                                  LEGG MASON, INC.



                                  By: /s/ Theodore S. Kaplan    
                                      Theodore S. Kaplan
                                      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, John F. Curley, Jr. and Theodore S. Kaplan, 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         Chairman of the Board,     January 30, 1998
Raymond A. Mason             President and Chief
                             Executive Officer
                             (Principal Executive 
                             Officer)


[SIGNATURES CONTINUED]


<PAGE> 6


[SIGNATURES CONTINUED]



/s/ F. Barry Bilson          Vice President -            January 30, 1998
F. Barry Bilson              Finance
                             (Principal Financial
                             and Accounting Officer)



/s/ Harold L. Adams          Director                    January 30, 1998
Harold L. Adams



/s/ Charles A. Bacigalupo    Director                    January 30, 1998
Charles A. Bacigalupo



/s/ James W. Brinkley        Director                    January 30, 1998
James W. Brinkley



/s/ Edmund J. Cashman, Jr.   Director                    January 30, 1998
Edmund J. Cashman, Jr.



/s/ John F. Curley, Jr.      Director                    January 30, 1998
John F. Curley, Jr.



/s/ Harry M. Ford, Jr.       Director                    January 30, 1998
Harry M. Ford, Jr.



/s/ Richard J. Himelfarb     Director                    January 30, 1998
Richard J. Himelfarb



/s/ John E. Koerner, III     Director                    January 30, 1998
John E. Koerner, III





[SIGNATURES CONTINUED]


<PAGE> 7


[SIGNATURES CONTINUED]



/s/ John B. Levert, Jr.      Director                    January 30, 1998
John B. Levert, Jr.



/s/ W. Curtis Livingston     Director                    January 30, 1998
W. Curtis Livingston



/s/ Edward I. O'Brien        Director                    January 30, 1998
Edward I. O'Brien



/s/ Peter F. O'Malley        Director                    January 30, 1998
Peter F. O'Malley



/s/ Nicholas J. St. George   Director                    January 30, 1998
Nicholas J. St. George



/s/ Roger W. Schipke         Director                    January 30, 1998
Roger W. Schipke



/s/ Margaret DeB. Tutwiler   Director                    January 30, 1998
Margaret DeB. Tutwiler



/s/ James E. Ukrop           Director                    January 30, 1998
James E. Ukrop



/s/ William Wirth            Director                    January 30, 1998
William Wirth



<PAGE> 8


                                    EXHIBIT INDEX

                                    

                                Description of 
Exhibit Number			   Document   	

4                       Legg Mason, Inc./Brandywine 1998 Non-
                        Qualified Stock Option Plan

5                       Opinion of Theodore S. Kaplan, Esq., 
                        Senior Vice President and 
                        General Counsel of the Registrant.

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

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

24                      Powers of Attorney of certain directors
                        of the Registrant (included on signature              
                        pages hereto).
[{"type": "S-8", "sequence": "1", "description": "S-8 LMI/BAM 1998 NQSO PLAN", "secsgml_size_bytes": 15639}]
{"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": "333-45307", "film-number": "98518269"}, "business-address": {"street1": "100 LIGHT ST", "city": "BALTIMORE", "state": "MD", "zip": "21202", "phone": "4105390000"}, "mail-address": {"street1": "111 SOUTH CALVERT STREET", "city": "BALTIMORE", "state": "MD", "zip": "21202"}}
COVER

   As filed with the Securities and Exchange Commission on January 30, 1998
                                              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./BRANDYWINE
                   1998 NON-QUALIFIED STOCK OPTION PLAN
                         (Full Title of the Plan)

                       THEODORE S. KAPLAN, ESQUIRE
                Senior Vice President and General Counsel
                            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 Offering  Registration
be Registered   Registered   Per Share (1)          Price              Fee
Common Stock    225,836 shs.   $48.9375           $11,051,849.25     $3,260.30
($.10 Par Value)
(1)  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 January 29, 1998.
1

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./Brandywine 1998 Non-Qualified Stock Option 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, 1997.

          (b)  The Company's Quarterly Reports on Form 10-Q for
the quarters ended June 30, 1997 and September 30, 1997.

          (c)  The description of the Company's common stock,
$.10 par value, contained in Amendment No. 4 to the Company's
Application for Registration on Form 8-A, filed April 25, 1997.

          In addition to the foregoing, all documents
subsequently filed by the Company or the Plan 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.

     Item 4.  Description of Securities.

          Not Applicable.
2

     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
Theodore S. Kaplan, Esq., the Company's General Counsel.  Mr.
Kaplan beneficially owns, or has rights to acquire under an
employee benefit plan of the Company, 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
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 the indemnification statute.  The statute also
provides for indemnification of directors and officers by court
order.  The indemnification provided or authorized in the
indemnification statute 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 agreement referred to above and
are qualified in their entirety by reference thereto.
3

     Item 7.  Exemption from Registration Claimed.

          Not Applicable.

     Item 8.  Exhibits.

          The Exhibits to this Registration Statement are listed
in the Exhibit Index on page 8 of this Registration Statement,
which Exhibit Index is incorporated herein by reference and made
a part hereof.

     Item 9.  Undertakings.

          (a) The undersigned Registrant hereby undertakes:

              (1)  That, for the purpose of determining any
liability under the Securities Act of 1933, as amended (the
"Securities Act"), each 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.

              (2)  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
4

appropriate jurisdiction the question whether such indemnifi-
cation 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

          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 30th day of
January, 1998.

                                  LEGG MASON, INC.

                                  By: /s/ Theodore S. Kaplan    
                                      Theodore S. Kaplan
                                      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, John F. Curley, Jr. and Theodore S. Kaplan, 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         Chairman of the Board,     January 30, 1998
Raymond A. Mason             President and Chief
                             Executive Officer
                             (Principal Executive 
                             Officer)

[SIGNATURES CONTINUED]
6

[SIGNATURES CONTINUED]

/s/ F. Barry Bilson          Vice President -            January 30, 1998
F. Barry Bilson              Finance
                             (Principal Financial
                             and Accounting Officer)

/s/ Harold L. Adams          Director                    January 30, 1998
Harold L. Adams

/s/ Charles A. Bacigalupo    Director                    January 30, 1998
Charles A. Bacigalupo

/s/ James W. Brinkley        Director                    January 30, 1998
James W. Brinkley

/s/ Edmund J. Cashman, Jr.   Director                    January 30, 1998
Edmund J. Cashman, Jr.

/s/ John F. Curley, Jr.      Director                    January 30, 1998
John F. Curley, Jr.

/s/ Harry M. Ford, Jr.       Director                    January 30, 1998
Harry M. Ford, Jr.

/s/ Richard J. Himelfarb     Director                    January 30, 1998
Richard J. Himelfarb

/s/ John E. Koerner, III     Director                    January 30, 1998
John E. Koerner, III

[SIGNATURES CONTINUED]
7

[SIGNATURES CONTINUED]

/s/ John B. Levert, Jr.      Director                    January 30, 1998
John B. Levert, Jr.

/s/ W. Curtis Livingston     Director                    January 30, 1998
W. Curtis Livingston

/s/ Edward I. O'Brien        Director                    January 30, 1998
Edward I. O'Brien

/s/ Peter F. O'Malley        Director                    January 30, 1998
Peter F. O'Malley

/s/ Nicholas J. St. George   Director                    January 30, 1998
Nicholas J. St. George

/s/ Roger W. Schipke         Director                    January 30, 1998
Roger W. Schipke

/s/ Margaret DeB. Tutwiler   Director                    January 30, 1998
Margaret DeB. Tutwiler

/s/ James E. Ukrop           Director                    January 30, 1998
James E. Ukrop

/s/ William Wirth            Director                    January 30, 1998
William Wirth
8

                                    EXHIBIT INDEX

                                    

                                Description of 
Exhibit Number			   Document   	

4                       Legg Mason, Inc./Brandywine 1998 Non-
                        Qualified Stock Option Plan

5                       Opinion of Theodore S. Kaplan, Esq., 
                        Senior Vice President and 
                        General Counsel of the Registrant.

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

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

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