<PAGE> COVER


As filed with the Securities and Exchange Commission on July 24, 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 WOOD WALKER, INCORPORATED
              KEY EMPLOYEE PHANTOM STOCK AGREEMENTS
                                
            THE LEGG MASON WOOD WALKER, INCORPORATED
      PROFESSIONAL BRANCH MANAGER PHANTOM STOCK AGREEMENTS
                    (Full Title of the Plans)


                    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     Registered (1)    Per Share (2)  Offering Price      Fee

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

Common Stock       100,000 shs.     $60.71875       $6,071,875     $1,791.20
($.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 Wood Walker, Incorporated Key 
     Employee Phantom Stock Agreements and The Legg Mason Wood Walker, 
     Incorporated Professional Branch Manager Phantom Stock Agreements 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 July 22, 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 parties to The Legg Mason Wood Walker, Incorporated Key Employee 
Phantom Stock Agreements and/or The Legg Mason Wood Walker, Incorporated 
Professional Branch Manager Phantom Stock Agreements (collectively, the 
"Agreements") 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 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 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, 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    
               

          4.1            Form of Key Employee Phantom
                         Stock Agreement.

          4.2            Form of Professional Branch Manager Phantom 
                         Stock Agreement.

          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 Agreements are 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 24th day of July, 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,      July 24, 1998
Raymond A. Mason             President and Chief
                             Executive Officer
                             (Principal Executive 
                             Officer)

[SIGNATURES CONTINUED]



<PAGE> 7


/s/ F. Barry Bilson          Vice President -            July 24, 1998
F. Barry Bilson              Finance
                             (Principal Financial
                             and Accounting Officer)



/s/ Harold L. Adams          Director                    July 24, 1998
Harold L. Adams



/s/ Charles A. Bacigalupo    Director                    July 24, 1998
Charles A. Bacigalupo



/s/ James W. Brinkley        Director                    July 24, 1998
James W. Brinkley



/s/ Edmund J. Cashman, Jr.   Director                    July 24, 1998
Edmund J. Cashman, Jr.



/s/ Harry M. Ford, Jr.       Director                    July 24, 1998
Harry M. Ford, Jr.



/s/ Richard J. Himelfarb     Director                    July 24, 1998
Richard J. Himelfarb



/s/ John E. Koerner, III     Director                    July 24, 1998
John E. Koerner, III

[SIGNATURES CONTINUED]


<PAGE> 8


/s/ W. Curtis Livingston     Director                    July 24, 1998
W. Curtis Livingston



/s/ Edward I. O'Brien        Director                    July 24, 1998
Edward I. O'Brien



_____________________        Director               ________ ___, 1998
Peter F. O'Malley



______________________       Director               ________ ___, 1998
Nicholas J. St. George



/s/ Roger W. Schipke         Director                    July 24, 1998
Roger W. Schipke



/s/ Margaret DeB. Tutwiler   Director                    July 24, 1998
Margaret DeB. Tutwiler



______________________       Director               ________ ___, 1998
James E. Ukrop



/s/ William Wirth            Director                    July 24, 1998
William Wirth


<PAGE> 9

                         EXHIBIT INDEX

                              
                        Description of 
Exhibit Number             Document    

     4.1            Form of Key Employee Phantom
                    Stock Agreement.

     4.2            Form of Professional Branch Manager Phantom 
                    Stock Agreement.

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

     23(a)          Consent of PricewaterhouseCoopers,
                    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": "PHANTOM STOCK AGREEMENTS", "secsgml_size_bytes": 19449}]
{"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": "333-59841", "film-number": "98671208"}, "business-address": {"street1": "111 SOUTH CALVERT STREET", "city": "BALTIMORE", "state": "MD", "zip": "21202", "phone": "4105390000"}, "mail-address": {"street1": "111 SOUTH CALVERT STREET", "city": "BALTIMORE", "state": "MD", "zip": "21202"}}
COVER

As filed with the Securities and Exchange Commission on July 24, 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 WOOD WALKER, INCORPORATED
              KEY EMPLOYEE PHANTOM STOCK AGREEMENTS
                                
            THE LEGG MASON WOOD WALKER, INCORPORATED
      PROFESSIONAL BRANCH MANAGER PHANTOM STOCK AGREEMENTS
                    (Full Title of the Plans)

                    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     Registered (1)    Per Share (2)  Offering Price      Fee
Common Stock       100,000 shs.     $60.71875       $6,071,875     $1,791.20
($.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 Wood Walker, Incorporated Key 
     Employee Phantom Stock Agreements and The Legg Mason Wood Walker, 
     Incorporated Professional Branch Manager Phantom Stock Agreements 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 July 22, 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 parties to The Legg Mason Wood Walker, Incorporated Key Employee 
Phantom Stock Agreements and/or The Legg Mason Wood Walker, Incorporated 
Professional Branch Manager Phantom Stock Agreements (collectively, the 
"Agreements") 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 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 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, 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    
               

          4.1            Form of Key Employee Phantom
                         Stock Agreement.

          4.2            Form of Professional Branch Manager Phantom 
                         Stock Agreement.

          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 Agreements are 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 24th day of July, 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,      July 24, 1998
Raymond A. Mason             President and Chief
                             Executive Officer
                             (Principal Executive 
                             Officer)

[SIGNATURES CONTINUED]
7

/s/ F. Barry Bilson          Vice President -            July 24, 1998
F. Barry Bilson              Finance
                             (Principal Financial
                             and Accounting Officer)

/s/ Harold L. Adams          Director                    July 24, 1998
Harold L. Adams

/s/ Charles A. Bacigalupo    Director                    July 24, 1998
Charles A. Bacigalupo

/s/ James W. Brinkley        Director                    July 24, 1998
James W. Brinkley

/s/ Edmund J. Cashman, Jr.   Director                    July 24, 1998
Edmund J. Cashman, Jr.

/s/ Harry M. Ford, Jr.       Director                    July 24, 1998
Harry M. Ford, Jr.

/s/ Richard J. Himelfarb     Director                    July 24, 1998
Richard J. Himelfarb

/s/ John E. Koerner, III     Director                    July 24, 1998
John E. Koerner, III

[SIGNATURES CONTINUED]
8

/s/ W. Curtis Livingston     Director                    July 24, 1998
W. Curtis Livingston

/s/ Edward I. O'Brien        Director                    July 24, 1998
Edward I. O'Brien

_____________________        Director               ________ ___, 1998
Peter F. O'Malley

______________________       Director               ________ ___, 1998
Nicholas J. St. George

/s/ Roger W. Schipke         Director                    July 24, 1998
Roger W. Schipke

/s/ Margaret DeB. Tutwiler   Director                    July 24, 1998
Margaret DeB. Tutwiler

______________________       Director               ________ ___, 1998
James E. Ukrop

/s/ William Wirth            Director                    July 24, 1998
William Wirth
9

                         EXHIBIT INDEX

                              
                        Description of 
Exhibit Number             Document    

     4.1            Form of Key Employee Phantom
                    Stock Agreement.

     4.2            Form of Professional Branch Manager Phantom 
                    Stock Agreement.

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

     23(a)          Consent of PricewaterhouseCoopers,
                    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).