<PAGE> COVER


As filed with the Securities and Exchange Commission on November 6, 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)


                         THE LEGG MASON
                  PROFIT SHARING PLAN AND TRUST
                    (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    Registration
be Registered (1)  Registered (2)   Per Share (3)  Offering Price     Fee      


<S>                <C>               <C>            <C>            <C>

Common Stock       1,000,000 shs.    $25.5625      $25,562,500    $7,106.38
($.10 Par Value)


</TABLE>

(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended 
     (the "Securities Act"), this Registration Statement also covers an 
     indeterminate amount of interests to be offered pursuant to The Legg 
     Mason Profit Sharing Plan and Trust (the "Plan").

(2)  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 Plan in connection with stock splits, stock 
     dividends or similar transactions.

(3)  Estimated solely for the purpose of determining the registration fee 
     pursuant to Rule 457(h).  The proposed maximum offering price per share 
     is based upon the average of the high and low sale prices for Legg Mason, 
     Inc. common stock on the New York Stock Exchange on November 3, 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 Profit
Sharing Plan and Trust (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, 1998.

          (b)  The Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1998.

          (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.

     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


<PAGE> 2


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 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 the 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 that will be newly issued by the Company 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 the
Plan, 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.


<PAGE> 3


          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 agreements 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              The Legg Mason Profit Sharing Plan and Trust,
                    as amended.

     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 Company has submitted the Plan and any amendments thereto to 
the Internal Revenue Service ("IRS") and has made or will make all changes
required by the IRS in order to qualify the Plan under Section 401 of the 
Internal Revenue Code of 1986, as amended.

     Item 9.   Undertakings.

          (a)  The undersigned Registrant hereby undertakes:


<PAGE> 4


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

                    (i)  To include any prospectus required by
Section 10(a)(3) of the Securities Act;

                   (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)(i)(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 each filing of the
Plan's annual report pursuant to Section 15(d) of the Exchange 


<PAGE> 5


Act that is incorporated by reference herein shall be deemed to be a new 
registration statement relating to the securities offered therein, and 
the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

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


<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 6th day of November, 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 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,   November 6, 1998
Raymond A. Mason              President and Chief
                              Executive Officer
                              (Principal Executive 
                              Officer)



[SIGNATURES CONTINUED]


<PAGE> 7


[SIGNATURES CONTINUED]



/s/ F. Barry Bilson           Vice President -         November 6, 1998
F. Barry Bilson               Finance
                              (Principal Financial
                              and Accounting Officer)



/s/ Harold L. Adams           Director                 November 6, 1998
Harold L. Adams



/s/ Charles A. Bacigalupo     Director                 November 6, 1998
Charles A. Bacigalupo



/s/ James W. Brinkley         Director                 November 6, 1998
James W. Brinkley



/s/ Edmund J. Cashman, Jr.    Director                 November 6, 1998
Edmund J. Cashman, Jr.



/s/ Harry M. Ford, Jr.        Director                 November 6, 1998
Harry M. Ford, Jr.



/s/ Richard J. Himelfarb      Director                 November 6, 1998
Richard J. Himelfarb



/s/ John E. Koerner, III      Director                 November 6, 1998
John E. Koerner, III



[SIGNATURES CONTINUED]


<PAGE> 8


[SIGNATURES CONTINUED]



/s/ W. Curtis Livingston      Director                 November 6, 1998
W. Curtis Livingston



/s/ Edward I. O'Brien         Director                 November 6, 1998
Edward I. O'Brien



                              Director                 November __, 1998
Peter F. O'Malley



/s/ Nicholas J. St. George    Director                 November 6, 1998
Nicholas J. St. George



/s/ Roger W. Schipke          Director                 November 6, 1998
Roger W. Schipke



/s/ Margaret DeB. Tutwiler    Director                 November 6, 1998
Margaret DeB. Tutwiler



/s/ James E. Ukrop            Director                 November 6, 1998
James E. Ukrop



/s/ William Wirth             Director                 November 6, 1998
William Wirth



<PAGE> 9


          The Plan.  Pursuant to the requirements of the Securities Act of
1933, the trustees of the Plan have duly caused this Registration Statement 
to be signed on behalf of the Plan by the undersigned, thereunto duly 
authorized, in the City of Baltimore, State of Maryland, on the 6th day of
November, 1998.


                         THE LEGG MASON PROFIT SHARING PLAN AND TRUST



                         By: /s/ F. Barry Bilson
                             F. Barry Bilson
                             Plan Administrator    


<PAGE> 10


                              EXHIBIT INDEX

                                   
                         Description of 
Exhibit Number              Document    

     4              The Legg Mason Profit Sharing Plan and Trust,
                    as amended.

     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": "LEGG MASON PROFIT SHARING PLAN AND TRUST", "secsgml_size_bytes": 19576}]
{"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": "333-66891", "film-number": "98739474"}, "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 November 6, 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)

                         THE LEGG MASON
                  PROFIT SHARING PLAN AND TRUST
                    (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    Registration
be Registered (1)  Registered (2)   Per Share (3)  Offering Price     Fee
Common Stock       1,000,000 shs.    $25.5625      $25,562,500    $7,106.38
($.10 Par Value)
(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended 
     (the "Securities Act"), this Registration Statement also covers an 
     indeterminate amount of interests to be offered pursuant to The Legg 
     Mason Profit Sharing Plan and Trust (the "Plan").

(2)  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 Plan in connection with stock splits, stock 
     dividends or similar transactions.

(3)  Estimated solely for the purpose of determining the registration fee 
     pursuant to Rule 457(h).  The proposed maximum offering price per share 
     is based upon the average of the high and low sale prices for Legg Mason, 
     Inc. common stock on the New York Stock Exchange on November 3, 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 Profit
Sharing Plan and Trust (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, 1998.

          (b)  The Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1998.

          (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.

     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
2

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 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 the 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 that will be newly issued by the Company 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 the
Plan, 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.
3

          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 agreements 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              The Legg Mason Profit Sharing Plan and Trust,
                    as amended.

     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 Company has submitted the Plan and any amendments thereto to 
the Internal Revenue Service ("IRS") and has made or will make all changes
required by the IRS in order to qualify the Plan under Section 401 of the 
Internal Revenue Code of 1986, as amended.

     Item 9.   Undertakings.

          (a)  The undersigned Registrant hereby undertakes:
4

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

                    (i)  To include any prospectus required by
Section 10(a)(3) of the Securities Act;

                   (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)(i)(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 each filing of the
Plan's annual report pursuant to Section 15(d) of the Exchange
5

Act that is incorporated by reference herein shall be deemed to be a new 
registration statement relating to the securities offered therein, and 
the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling 
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such 
indemnification is against public policy as expressed in the Securities 
Act and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
Registrant of expenses incurred or paid by a director, officer or 
controlling person of the Registrant in the successful defense of any 
action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being registered, the 
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against 
public policy as expressed in the Securities Act and will be governed by 
the final adjudication of such issue.
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 6th day of November, 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 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,   November 6, 1998
Raymond A. Mason              President and Chief
                              Executive Officer
                              (Principal Executive 
                              Officer)

[SIGNATURES CONTINUED]
7

[SIGNATURES CONTINUED]

/s/ F. Barry Bilson           Vice President -         November 6, 1998
F. Barry Bilson               Finance
                              (Principal Financial
                              and Accounting Officer)

/s/ Harold L. Adams           Director                 November 6, 1998
Harold L. Adams

/s/ Charles A. Bacigalupo     Director                 November 6, 1998
Charles A. Bacigalupo

/s/ James W. Brinkley         Director                 November 6, 1998
James W. Brinkley

/s/ Edmund J. Cashman, Jr.    Director                 November 6, 1998
Edmund J. Cashman, Jr.

/s/ Harry M. Ford, Jr.        Director                 November 6, 1998
Harry M. Ford, Jr.

/s/ Richard J. Himelfarb      Director                 November 6, 1998
Richard J. Himelfarb

/s/ John E. Koerner, III      Director                 November 6, 1998
John E. Koerner, III

[SIGNATURES CONTINUED]
8

[SIGNATURES CONTINUED]

/s/ W. Curtis Livingston      Director                 November 6, 1998
W. Curtis Livingston

/s/ Edward I. O'Brien         Director                 November 6, 1998
Edward I. O'Brien

                              Director                 November __, 1998
Peter F. O'Malley

/s/ Nicholas J. St. George    Director                 November 6, 1998
Nicholas J. St. George

/s/ Roger W. Schipke          Director                 November 6, 1998
Roger W. Schipke

/s/ Margaret DeB. Tutwiler    Director                 November 6, 1998
Margaret DeB. Tutwiler

/s/ James E. Ukrop            Director                 November 6, 1998
James E. Ukrop

/s/ William Wirth             Director                 November 6, 1998
William Wirth
9

          The Plan.  Pursuant to the requirements of the Securities Act of
1933, the trustees of the Plan have duly caused this Registration Statement 
to be signed on behalf of the Plan by the undersigned, thereunto duly 
authorized, in the City of Baltimore, State of Maryland, on the 6th day of
November, 1998.

                         THE LEGG MASON PROFIT SHARING PLAN AND TRUST

                         By: /s/ F. Barry Bilson
                             F. Barry Bilson
                             Plan Administrator
10

                              EXHIBIT INDEX

                                   
                         Description of 
Exhibit Number              Document    

     4              The Legg Mason Profit Sharing Plan and Trust,
                    as amended.

     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).