<PAGE> COVER


As filed with the Securities and Exchange Commission on August 11, 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.
             1998 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                         (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        Maximum
 Title of          Amount             Maximum       Aggregate    Amount of
Securities to       to be         Offering Price     Offering   Registration
be Registered    Registered (1)    Per Share (2)      Price          Fee

<S>              <C>               <C>           <C>            <C>
Common Stock     316,667 shs.       $ 57.25      $18,129,185.75  $ 5,348.11
($.10 Par Value)


</TABLE>

                                                       
(1)  Pursuant to Rule 416(a) under the Securities Act, this Registration 
     Statement also registers such indeterminate number of additional shares
     as may be issuable under the Legg Mason, Inc. 1998 Stock Option Plan 
     For Non-Employee Directors 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 
     August 5, 1998.


<PAGE> 2


                              EXPLANATORY NOTE

          This Registration Statement is filed pursuant to General
Instruction E of Form S-8 for the purpose of registering an additional
316,667 shares of common stock, $.10 par value, of Legg Mason, Inc. (the
"Company") issuable pursuant to the Legg Mason, Inc. 1998 Stock Option Plan
For Non-Employee Directors (the "Plan").

          This Registration Statement hereby incorporates by reference the
contents of the Company's previously-filed Registration Statement on Form S-8
(Registration No.:  33-61441).

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.   Incorporation of Documents by Reference.

          The following documents filed by the Company with the Securities 
and Exchange Commission (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, 1998.

          (b)  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 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.

     Experts

          The consolidated financial statements and financial statement 
schedules of the Company and its subsidiaries as of March 31, 1998 and 
1997 and for each of the years in the three-year period ended March 31, 
1998, included in the Company's Annual Report on Form 10-K for the 
fiscal year ended March 31, 1998, have been incorporated by reference 
in this Registration Statement in reliance upon the report of 
PricewaterhouseCoopers LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm 


<PAGE> 2


as experts in accounting and auditing.  To the extent that 
PricewaterhouseCoopers LLP audits and reports on financial statements 
of the Company issued at future dates, and consents to the use of their 
report thereon, such financial statements also will be incorporated by 
reference in this Registration Statement in reliance upon their report 
and said authority.

     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 Theodore S. Kaplan, Esq., 
the Company's General Counsel.  Mr. Kaplan 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.


<PAGE> 3


          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.

     Item 7.   Exemption from Registration Claimed.

          Not Applicable.

     Item 8.   Exhibits.
                              
                              Description of 
     Exhibit Number              Document    
               

          4              Legg Mason, Inc. 1998 Stock Option Plan For
                         Non-Employee Directors (incorporated by reference
                         to the Company's Annual Report on Form 10-K for
                         the year ended March 31, 1998).

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

          23(a)          Consent of PricewaterhouseCoopers LLP,
                         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).

          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:



<PAGE> 4


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

                   (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 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 


<PAGE> 5


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.



<PAGE> 6


                                  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 11th day of August, 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, Richard J. Himelfarb 
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 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,         August 11, 1998
Raymond A. Mason            President and Chief
                            Executive Officer
                            (Principal Executive 
                            Officer)



[SIGNATURES CONTINUED]



<PAGE> 7



/s/ F. Barry Bilson           Vice President -             August 11, 1998
F. Barry Bilson               Finance
                              (Principal Financial
                              and Accounting Officer)



/s/ Harold L. Adams           Director                     August 11, 1998
Harold L. Adams



/s/ Charles A. Bacigalupo     Director                     August 11, 1998
Charles A. Bacigalupo



/s/ James W. Brinkley         Director                     August 11, 1998
James W. Brinkley



/s/ Edmund J. Cashman, Jr.    Director                     August 11, 1998
Edmund J. Cashman, Jr.



/s/ Harry M. Ford, Jr.        Director                     August 11, 1998
Harry M. Ford, Jr.



/s/ Richard J. Himelfarb      Director                     August 11, 1998
Richard J. Himelfarb



/s/ John E. Koerner, III      Director                     August 11, 1998
John E. Koerner, III



[SIGNATURES CONTINUED]



<PAGE> 8



/s/ W. Curtis Livingston      Director                     August 11, 1998
W. Curtis Livingston



/s/ Edward I. O'Brien         Director                     August 11, 1998
Edward I. O'Brien



/s/ Peter F. O'Malley         Director                     August 11, 1998
Peter F. O'Malley



/s/ Nicholas J. St. George    Director                     August 11, 1998
Nicholas J. St. George



/s/ Roger W. Schipke          Director                     August 11, 1998
Roger W. Schipke



/s/ Margaret DeB. Tutwiler    Director                     August 11, 1998
Margaret DeB. Tutwiler



/s/ James E. Ukrop            Director                     August 11, 1998
James E. Ukrop



/s/ William Wirth             Director                     August 11, 1998
William Wirth



<PAGE> 9
                               

                               EXHIBIT INDEX

                              
                         Description of 
Exhibit Number              Document    

     4              Legg Mason, Inc. 1998 Stock Option Plan For
                    Non-Employee Directors (incorporated by reference
                    to the Company's Annual Report on Form 10-K for
                    the year ended March 31, 1998).

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

     23(a)          Consent of PricewaterhouseCoopers LLP,
                    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": "1998 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS", "secsgml_size_bytes": 19468}]
{"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": "333-61163", "film-number": "98682231"}, "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"}}
COVER

As filed with the Securities and Exchange Commission on August 11, 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.
             1998 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                         (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        Maximum
 Title of          Amount             Maximum       Aggregate    Amount of
Securities to       to be         Offering Price     Offering   Registration
be Registered    Registered (1)    Per Share (2)      Price          Fee
Common Stock     316,667 shs.       $ 57.25      $18,129,185.75  $ 5,348.11
($.10 Par Value)
(1)  Pursuant to Rule 416(a) under the Securities Act, this Registration 
     Statement also registers such indeterminate number of additional shares
     as may be issuable under the Legg Mason, Inc. 1998 Stock Option Plan 
     For Non-Employee Directors 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 
     August 5, 1998.
2

                              EXPLANATORY NOTE

          This Registration Statement is filed pursuant to General
Instruction E of Form S-8 for the purpose of registering an additional
316,667 shares of common stock, $.10 par value, of Legg Mason, Inc. (the
"Company") issuable pursuant to the Legg Mason, Inc. 1998 Stock Option Plan
For Non-Employee Directors (the "Plan").

          This Registration Statement hereby incorporates by reference the
contents of the Company's previously-filed Registration Statement on Form S-8
(Registration No.:  33-61441).

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.   Incorporation of Documents by Reference.

          The following documents filed by the Company with the Securities 
and Exchange Commission (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, 1998.

          (b)  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 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.

     Experts

          The consolidated financial statements and financial statement 
schedules of the Company and its subsidiaries as of March 31, 1998 and 
1997 and for each of the years in the three-year period ended March 31, 
1998, included in the Company's Annual Report on Form 10-K for the 
fiscal year ended March 31, 1998, have been incorporated by reference 
in this Registration Statement in reliance upon the report of 
PricewaterhouseCoopers LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm
2

as experts in accounting and auditing.  To the extent that 
PricewaterhouseCoopers LLP audits and reports on financial statements 
of the Company issued at future dates, and consents to the use of their 
report thereon, such financial statements also will be incorporated by 
reference in this Registration Statement in reliance upon their report 
and said authority.

     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 Theodore S. Kaplan, Esq., 
the Company's General Counsel.  Mr. Kaplan 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.
3

          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.

     Item 7.   Exemption from Registration Claimed.

          Not Applicable.

     Item 8.   Exhibits.
                              
                              Description of 
     Exhibit Number              Document    
               

          4              Legg Mason, Inc. 1998 Stock Option Plan For
                         Non-Employee Directors (incorporated by reference
                         to the Company's Annual Report on Form 10-K for
                         the year ended March 31, 1998).

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

          23(a)          Consent of PricewaterhouseCoopers LLP,
                         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).

          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:
4

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

                   (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 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
5

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.
6

                                  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 11th day of August, 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, Richard J. Himelfarb 
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 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,         August 11, 1998
Raymond A. Mason            President and Chief
                            Executive Officer
                            (Principal Executive 
                            Officer)

[SIGNATURES CONTINUED]
7

/s/ F. Barry Bilson           Vice President -             August 11, 1998
F. Barry Bilson               Finance
                              (Principal Financial
                              and Accounting Officer)

/s/ Harold L. Adams           Director                     August 11, 1998
Harold L. Adams

/s/ Charles A. Bacigalupo     Director                     August 11, 1998
Charles A. Bacigalupo

/s/ James W. Brinkley         Director                     August 11, 1998
James W. Brinkley

/s/ Edmund J. Cashman, Jr.    Director                     August 11, 1998
Edmund J. Cashman, Jr.

/s/ Harry M. Ford, Jr.        Director                     August 11, 1998
Harry M. Ford, Jr.

/s/ Richard J. Himelfarb      Director                     August 11, 1998
Richard J. Himelfarb

/s/ John E. Koerner, III      Director                     August 11, 1998
John E. Koerner, III

[SIGNATURES CONTINUED]
8

/s/ W. Curtis Livingston      Director                     August 11, 1998
W. Curtis Livingston

/s/ Edward I. O'Brien         Director                     August 11, 1998
Edward I. O'Brien

/s/ Peter F. O'Malley         Director                     August 11, 1998
Peter F. O'Malley

/s/ Nicholas J. St. George    Director                     August 11, 1998
Nicholas J. St. George

/s/ Roger W. Schipke          Director                     August 11, 1998
Roger W. Schipke

/s/ Margaret DeB. Tutwiler    Director                     August 11, 1998
Margaret DeB. Tutwiler

/s/ James E. Ukrop            Director                     August 11, 1998
James E. Ukrop

/s/ William Wirth             Director                     August 11, 1998
William Wirth
9
                               

                               EXHIBIT INDEX

                              
                         Description of 
Exhibit Number              Document    

     4              Legg Mason, Inc. 1998 Stock Option Plan For
                    Non-Employee Directors (incorporated by reference
                    to the Company's Annual Report on Form 10-K for
                    the year ended March 31, 1998).

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

     23(a)          Consent of PricewaterhouseCoopers LLP,
                    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).