<PAGE> 1

As filed with the Securities and Exchange Commission on 
July 24, 1996.
                              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
incorporation or organization)                Identification No.) 

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


                        LEGG MASON, INC.
                   1996 EQUITY INCENTIVE PLAN
                    (Full title of the plan)


                    THEODORE S. KAPLAN, ESQUIRE
             Senior Vice President and General Counsel
                         Legg Mason, Inc.
                     111 South Calvert Street
                     Baltimore, Maryland 21202
              (Name and address of agent for service)

                          (410) 539-0000
   (Telephone number, including area code, of agent for service)

                        ______________________

                   CALCULATION OF REGISTRATION FEE
                   
<TABLE>
<CAPTION>
<S>                <C>          <C>             <C>                   <C>                 
Title of each                     Proposed          Proposed
  Class of           Amount       Maximum           Maximum             Amount of
Securities to        to be      Offering Price  Aggregate Offering    Registration
be Registered      Registered    Per Unit (1)         Price               Fee         

Common Stock     3,000,000 shs.    $29.4375        $88,312,500         $30,452.59
($.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 prices for the stock on the New York 
     Stock Exchange on July 23, 1996.



<PAGE> 2

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 1996 Equity
Incentive Plan of Legg Mason, Inc. (the "Company") 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 the Company with the
Securities and Exchange Commission are incorporated herein by
reference and made a part hereof:

          (a)  The Company's Annual Report on Form 10-K for the
year ended March 31, 1996, filed on June 28, 1996.

          (b)  All other reports filed pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 since the end of the
last fiscal year for which financial statements were included in
the report referred to in (a) above.

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

          In addition to the foregoing, all documents
subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment indicating that all
of the securities offered hereunder have been sold or
deregistering all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such
documents.  Any statement contained in a document incorporated by
reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any subsequently filed document that is also incorporated by
reference herein modifies or supersedes such statement.  Any
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Registration Statement.

     Item 4.   Description of Securities.

          Not Applicable.



<PAGE> 3

     Item 5.   Interests of Named Experts and Counsel.

          Not Applicable.

     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 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 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 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 a policy maintained by the
Registrant with aggregate coverage of $10,000,000.

     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 7 of this Registration Statement,
which Exhibit Index is incorporated herein by reference.



<PAGE> 4

     Item 9.   Undertakings.

          (a)  The undersigned registrant hereby undertakes:

               (1)  That, for the purpose of determining any
liability under the Securities Act of 1933, 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 of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement 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 of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the 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 indemnifi-
cation by it is against public policy as expressed in 
the 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 24th day of
July, 1996.

                              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.

<TABLE>
<CAPTION>

     Signature           Title                         Date

<S>                           <C>                      <C>
/s/ Raymond A. Mason          Chairman of the Board    July 24, 1996
Raymond A. Mason              and President
                              (Principal Executive
                              Officer)
[SIGNATURES CONTINUED]





<PAGE> 6

[SIGNATURES CONTINUED]


<S>                           <C>                      <C>
/s/ F. Barry Bilson           Vice President-Finance   July 24, 1996
F. Barry Bilson               (Principal Financial
                              and Accounting Officer)



/s/ Harold L. Adams           Director                 July 24, 1996
Harold L. Adams



/s/ Charles A. Bacigalupo     Director                 July 24, 1996
Charles A. Bacigalupo



/s/ James W. Brinkley         Director                 July 24, 1996
James W. Brinkley



/s/ Edmund J. Cashman, Jr.    Director                 July 24, 1996
Edmund J. Cashman, Jr.



/s/ John F. Curley, Jr.       Director                 July 24, 1996
John F. Curley, Jr.



/s/ Harry M. Ford, Jr.        Director                 July 24, 1996
Harry M. Ford, Jr.



/s/ Richard J. Himelfarb      Director                 July 24, 1996
Richard J. Himelfarb



/s/ John E. Koerner, III      Director                 July 24, 1996
John E. Koerner, III



[SIGNATURES CONTINUED]




<PAGE> 7


[SIGNATURES CONTINUED]


<S>                           <C>                      <C>
/s/ John B. Levert, Jr.       Director                 July 24, 1996
John B. Levert, Jr.



/s/ W. Curtis Livingston      Director                 July 24, 1996
W. Curtis Livingston



/s/ Edward I. O'Brien         Director                 July 24, 1996
Edward I. O'Brien



/s/ Peter F. O'Malley         Director                 July 24, 1996
Peter F. O'Malley



/s/ Nicholas J. St. George    Director                 July 24, 1996
Nicholas J. St. George



/s/ Roger W. Schipke          Director                 July 24, 1996
Roger W. Schipke



/s/ Margaret DeB. Tutwiler    Director                 July 24, 1996
Margaret DeB. Tutwiler



/s/ James E. Ukrop            Director                 July 24, 1996
James E. Ukrop



/s/ William Wirth             Director                 July 24, 1996
William Wirth

</TABLE>

<PAGE> 8




                        EXHIBITS INDEX



                                   
Regulation S-K           Description of 
Exhibit Number              Document    

Exhibit 4           Legg Mason, Inc. 1996
                    Equity Incentive Plan 
               
Exhibit 5           Opinion of Theodore S.
                    Kaplan, Esq., General
                    Counsel of the Registrant

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

Exhibit 23(b)       Consent of Theodore S.
                    Kaplan, Esq. (included
                    in Exhibit 5)
[{"type": "S-8", "sequence": "1", "description": "S-8 LMI EIP", "secsgml_size_bytes": 14633}]
{"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": "333-08721", "film-number": "96598447"}, "business-address": {"street1": "111 S CALVERT ST", "city": "BALTIMORE", "state": "MD", "zip": "21202", "phone": "4105390000"}, "mail-address": {"street1": "111 SOUTH CALVERT STREET", "city": "BALTIMORE", "state": "MD", "zip": "21202"}}
1

As filed with the Securities and Exchange Commission on 
July 24, 1996.
                              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
incorporation or organization)                Identification No.) 

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

                        LEGG MASON, INC.
                   1996 EQUITY INCENTIVE PLAN
                    (Full title of the plan)

                    THEODORE S. KAPLAN, ESQUIRE
             Senior Vice President and General Counsel
                         Legg Mason, Inc.
                     111 South Calvert Street
                     Baltimore, Maryland 21202
              (Name and address of agent for service)

                          (410) 539-0000
   (Telephone number, including area code, of agent for service)

                        ______________________

                   CALCULATION OF REGISTRATION FEE
Title of each                     Proposed          Proposed
  Class of           Amount       Maximum           Maximum             Amount of
Securities to        to be      Offering Price  Aggregate Offering    Registration
be Registered      Registered    Per Unit (1)         Price               Fee         

Common Stock     3,000,000 shs.    $29.4375        $88,312,500         $30,452.59
($.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 prices for the stock on the New York 
     Stock Exchange on July 23, 1996.
2

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 1996 Equity
Incentive Plan of Legg Mason, Inc. (the "Company") 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 the Company with the
Securities and Exchange Commission are incorporated herein by
reference and made a part hereof:

          (a)  The Company's Annual Report on Form 10-K for the
year ended March 31, 1996, filed on June 28, 1996.

          (b)  All other reports filed pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 since the end of the
last fiscal year for which financial statements were included in
the report referred to in (a) above.

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

          In addition to the foregoing, all documents
subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment indicating that all
of the securities offered hereunder have been sold or
deregistering all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such
documents.  Any statement contained in a document incorporated by
reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any subsequently filed document that is also incorporated by
reference herein modifies or supersedes such statement.  Any
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Registration Statement.

     Item 4.   Description of Securities.

          Not Applicable.
3

     Item 5.   Interests of Named Experts and Counsel.

          Not Applicable.

     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 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 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 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 a policy maintained by the
Registrant with aggregate coverage of $10,000,000.

     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 7 of this Registration Statement,
which Exhibit Index is incorporated herein by reference.
4

     Item 9.   Undertakings.

          (a)  The undersigned registrant hereby undertakes:

               (1)  That, for the purpose of determining any
liability under the Securities Act of 1933, 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 of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement 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 of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the 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 indemnifi-
cation by it is against public policy as expressed in 
the 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 24th day of
July, 1996.

                              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    July 24, 1996
Raymond A. Mason              and President
                              (Principal Executive
                              Officer)
[SIGNATURES CONTINUED]
6

[SIGNATURES CONTINUED]
/s/ F. Barry Bilson           Vice President-Finance   July 24, 1996
F. Barry Bilson               (Principal Financial
                              and Accounting Officer)

/s/ Harold L. Adams           Director                 July 24, 1996
Harold L. Adams

/s/ Charles A. Bacigalupo     Director                 July 24, 1996
Charles A. Bacigalupo

/s/ James W. Brinkley         Director                 July 24, 1996
James W. Brinkley

/s/ Edmund J. Cashman, Jr.    Director                 July 24, 1996
Edmund J. Cashman, Jr.

/s/ John F. Curley, Jr.       Director                 July 24, 1996
John F. Curley, Jr.

/s/ Harry M. Ford, Jr.        Director                 July 24, 1996
Harry M. Ford, Jr.

/s/ Richard J. Himelfarb      Director                 July 24, 1996
Richard J. Himelfarb

/s/ John E. Koerner, III      Director                 July 24, 1996
John E. Koerner, III

[SIGNATURES CONTINUED]
7

[SIGNATURES CONTINUED]
/s/ John B. Levert, Jr.       Director                 July 24, 1996
John B. Levert, Jr.

/s/ W. Curtis Livingston      Director                 July 24, 1996
W. Curtis Livingston

/s/ Edward I. O'Brien         Director                 July 24, 1996
Edward I. O'Brien

/s/ Peter F. O'Malley         Director                 July 24, 1996
Peter F. O'Malley

/s/ Nicholas J. St. George    Director                 July 24, 1996
Nicholas J. St. George

/s/ Roger W. Schipke          Director                 July 24, 1996
Roger W. Schipke

/s/ Margaret DeB. Tutwiler    Director                 July 24, 1996
Margaret DeB. Tutwiler

/s/ James E. Ukrop            Director                 July 24, 1996
James E. Ukrop

/s/ William Wirth             Director                 July 24, 1996
William Wirth
8

                        EXHIBITS INDEX

                                   
Regulation S-K           Description of 
Exhibit Number              Document    

Exhibit 4           Legg Mason, Inc. 1996
                    Equity Incentive Plan 
               
Exhibit 5           Opinion of Theodore S.
                    Kaplan, Esq., General
                    Counsel of the Registrant

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

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