<PAGE> COVER


As filed with the Securities and Exchange Commission on September 10, 1999
                                            Registration No. 333-_________


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                       ____________________


                            FORM S-8

                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933


                         LEGG MASON, INC.
      (Exact name of registrant as specified in its charter)


         MARYLAND                                       52-1200960
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)


            100 Light Street, Baltimore, Maryland 21202
       (Address of Principal Executive Offices)   (Zip Code)


                        LEGG MASON, INC.
                   1996 EQUITY INCENTIVE PLAN
                    (Full Title of the Plan)


                     ROBERT F. PRICE, ESQUIRE
             Senior Vice President and General Counsel
                         Legg Mason, Inc.
                         100 Light Street
                     Baltimore, Maryland 21202
              (Name and address of agent for service)

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

                        ______________________


                      CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>

                                                      Proposed
                                     Proposed         Maximum
 Title of           Amount            Maximum         Aggregate     Amount of
Securities to        to be          Offering Price    Offering    Registration
be Registered     Registered (1)     Per Share (2)      Price         Fee

<S>               <C>                <C>             <C>           <C>
Common Stock      5,000,000 shs.     $ 39.1875      $ 195,937,500  $ 54,470.63
($.10 Par Value)


</TABLE>


(1)  Pursuant to Rule 416(a) under the Securities Act, this Registration
     Statement also registers such indeterminate number of additional
     shares as may be issuable under the Legg Mason, Inc. 1996 Equity
     Incentive Plan 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
     September 9, 1999.


<PAGE> 1

                              EXPLANATORY NOTE

          This Registration Statement is filed pursuant to General
Instruction E of Form S-8 for the purpose of registering an additional
5,000,000 shares of common stock, $.10 par value, of Legg Mason, Inc. (the
"Company" or the "Registrant") issuable pursuant to the Legg Mason, Inc.
1996 Equity Incentive Plan (the "Plan").

          This Registration Statement hereby incorporates by reference the
contents of the Company's previously-filed Registration Statement on Form
S-8 (Registration No.:  333-08721).


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.   Incorporation of Documents by Reference.

          The following documents filed by the Company with the Securities
and Exchange Commission (the "Commission") are incorporated herein by
reference and made a part hereof:

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1999.

          (b)  The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999.

          (c)  The Company's Current Report on Form 8-K dated June 3, 1999.

          (d)  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.


<PAGE> 2

     Experts

          The consolidated financial statements and financial statement
schedules of the Company and its subsidiaries as of March 31, 1999 and 1998
and for each of the years in the three-year period ended March 31, 1999,
incorporated in this Registration Statement by reference to the Company's
Annual Report on Form 10-K for the year ended March 31, 1999, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts
in accounting and auditing.

     Item 4.   Description of Securities.

          Not Applicable.

     Item 5.   Interests of Named Experts and Counsel.

          The validity of the shares of the Company's common stock registered
hereby have been passed upon for the Company by Robert F. Price, Esq., the
Company's General Counsel and Senior Vice President.  Mr. Price beneficially
owns, and has rights to acquire under the Plan, 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.


<PAGE> 3


          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 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            Legg Mason, Inc. 1996 Equity Incentive Plan
                         (as amended July 27, 1999)

          4.2            Articles of Incorporation of the Company, as amended
                         (incorporated by reference to Form 10-Q for the
                         quarter ended September 30, 1996).

          4.3            By-laws of the Company, as amended and restated
                         April 25, 1988 (incorporated by reference to the
                         Company's Annual Report on Form 10-K for the year
                         ended March 31, 1988).

          5              Opinion of Robert F. Price, Esq.,
                         Senior Vice President and
                         General Counsel of the Registrant.

          23(a)          Consent of PricewaterhouseCoopers LLP,
                         independent public accountants.

          23(b)          Consent of Robert F. Price, Esq.
                         (included in Exhibit 5).

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


<PAGE> 4


          The Plan is not intended to be qualified under Section 401 of the
Internal Revenue Code of 1986, as amended.

     Item 9.   Undertakings.

          (a)  The undersigned Registrant hereby undertakes:

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

                    (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.


<PAGE> 5


          (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 herein, 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 10th day of September, 1999.


                                LEGG MASON, INC.


                                By:  /s/ Robert F. Price
                                     Robert F. Price
                                     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 Robert F. Price, 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,         September 10, 1999
Raymond A. Mason            President and Chief
                            Executive Officer
                            (Principal Executive
                            Officer)



[SIGNATURES CONTINUED]

<PAGE> 7


/s/ Timothy C. Scheve        Executive Vice President      September 10, 1999
Timothy C. Scheve            (Principal Financial Officer)



/s/ Charles J. Daley, Jr.    Vice President                September 10, 1999
Charles J. Daley, Jr.         (Principal Accounting Officer)



/s/ Harold L. Adams          Director                      September 10, 1999
Harold L. Adams



/s/ Charles A. Bacigalupo    Director                      September 10, 1999
Charles A. Bacigalupo



/s/ James W. Brinkley        Director                      September 10, 1999
James W. Brinkley



/s/ Edmund J. Cashman, Jr.   Director                      September 10, 1999
Edmund J. Cashman, Jr.



/s/ Harry M. Ford, Jr.       Director                      September 10, 1999
Harry M. Ford, Jr.



/s/ Richard J. Himelfarb     Director                      September 10, 1999
Richard J. Himelfarb



/s/ John E. Koerner, III     Director                      September 10, 1999
John E. Koerner, III


[SIGNATURES CONTINUED]


<PAGE> 8


/s/ W. Curtis Livingston     Director                      September 10, 1999
W. Curtis Livingston



/s/ Edward I. O'Brien        Director                      September 10, 1999
Edward I. O'Brien



/s/ Peter F. O'Malley        Director                      September 10, 1999
Peter F. O'Malley



/s/ Nicholas J. St. George   Director                      September 10, 1999
Nicholas J. St. George



/s/ Roger W. Schipke         Director                      September 10, 1999
Roger W. Schipke



/s/ Margaret DeB. Tutwiler   Director                      September 10, 1999
Margaret DeB. Tutwiler



/s/ James E. Ukrop           Director                      September 10, 1999
James E. Ukrop



/s/ William Wirth            Director                      September 10, 1999
William Wirth



<PAGE> 9

                                 EXHIBIT INDEX


                           Description of
Exhibit Number                Document

  4.1            Legg Mason, Inc. 1996 Equity Incentive Plan
                 (as amended July 27, 1999).

  4.2            Articles of Incorporation of the Company, as amended
                 (incorporated by reference to Form 10-Q for the quarter
                 ended September 30, 1996).

  4.3            By-laws of the Company, as amended and restated
                 April 25, 1988 (incorporated by reference to the Company's
                 Annual Report on Form 10-K for the year ended
                 March 31, 1988).

  5              Opinion of Robert F. Price, Esq.,
                 Senior Vice President and
                 General Counsel of the Registrant.

  23(a)          Consent of PricewaterhouseCoopers LLP,
                 independent public accountants.

  23(b)          Consent of Robert F. Price, 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 1996 EQUITY INCENTIVE PLAN", "secsgml_size_bytes": 19406}]
{"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": "333-86869", "film-number": "99709234"}, "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 September 10, 1999
                                            Registration No. 333-_________

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                       ____________________

                            FORM S-8

                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933

                         LEGG MASON, INC.
      (Exact name of registrant as specified in its charter)

         MARYLAND                                       52-1200960
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)

            100 Light Street, Baltimore, Maryland 21202
       (Address of Principal Executive Offices)   (Zip Code)

                        LEGG MASON, INC.
                   1996 EQUITY INCENTIVE PLAN
                    (Full Title of the Plan)

                     ROBERT F. PRICE, ESQUIRE
             Senior Vice President and General Counsel
                         Legg Mason, Inc.
                         100 Light Street
                     Baltimore, Maryland 21202
              (Name and address of agent for service)

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

                        ______________________

                      CALCULATION OF REGISTRATION FEE
Proposed
                                     Proposed         Maximum
 Title of           Amount            Maximum         Aggregate     Amount of
Securities to        to be          Offering Price    Offering    Registration
be Registered     Registered (1)     Per Share (2)      Price         Fee
Common Stock      5,000,000 shs.     $ 39.1875      $ 195,937,500  $ 54,470.63
($.10 Par Value)
(1)  Pursuant to Rule 416(a) under the Securities Act, this Registration
     Statement also registers such indeterminate number of additional
     shares as may be issuable under the Legg Mason, Inc. 1996 Equity
     Incentive Plan 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
     September 9, 1999.
1

                              EXPLANATORY NOTE

          This Registration Statement is filed pursuant to General
Instruction E of Form S-8 for the purpose of registering an additional
5,000,000 shares of common stock, $.10 par value, of Legg Mason, Inc. (the
"Company" or the "Registrant") issuable pursuant to the Legg Mason, Inc.
1996 Equity Incentive Plan (the "Plan").

          This Registration Statement hereby incorporates by reference the
contents of the Company's previously-filed Registration Statement on Form
S-8 (Registration No.:  333-08721).

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.   Incorporation of Documents by Reference.

          The following documents filed by the Company with the Securities
and Exchange Commission (the "Commission") are incorporated herein by
reference and made a part hereof:

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1999.

          (b)  The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999.

          (c)  The Company's Current Report on Form 8-K dated June 3, 1999.

          (d)  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.
2

     Experts

          The consolidated financial statements and financial statement
schedules of the Company and its subsidiaries as of March 31, 1999 and 1998
and for each of the years in the three-year period ended March 31, 1999,
incorporated in this Registration Statement by reference to the Company's
Annual Report on Form 10-K for the year ended March 31, 1999, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts
in accounting and auditing.

     Item 4.   Description of Securities.

          Not Applicable.

     Item 5.   Interests of Named Experts and Counsel.

          The validity of the shares of the Company's common stock registered
hereby have been passed upon for the Company by Robert F. Price, Esq., the
Company's General Counsel and Senior Vice President.  Mr. Price beneficially
owns, and has rights to acquire under the Plan, 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.
3

          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 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            Legg Mason, Inc. 1996 Equity Incentive Plan
                         (as amended July 27, 1999)

          4.2            Articles of Incorporation of the Company, as amended
                         (incorporated by reference to Form 10-Q for the
                         quarter ended September 30, 1996).

          4.3            By-laws of the Company, as amended and restated
                         April 25, 1988 (incorporated by reference to the
                         Company's Annual Report on Form 10-K for the year
                         ended March 31, 1988).

          5              Opinion of Robert F. Price, Esq.,
                         Senior Vice President and
                         General Counsel of the Registrant.

          23(a)          Consent of PricewaterhouseCoopers LLP,
                         independent public accountants.

          23(b)          Consent of Robert F. Price, Esq.
                         (included in Exhibit 5).

          24             Powers of Attorney of certain directors
                         of the Registrant (included on signature
                         pages hereto).
4

          The Plan is not intended to be qualified under Section 401 of the
Internal Revenue Code of 1986, as amended.

     Item 9.   Undertakings.

          (a)  The undersigned Registrant hereby undertakes:

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

                    (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.
5

          (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 herein, 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 10th day of September, 1999.

                                LEGG MASON, INC.

                                By:  /s/ Robert F. Price
                                     Robert F. Price
                                     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 Robert F. Price, 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,         September 10, 1999
Raymond A. Mason            President and Chief
                            Executive Officer
                            (Principal Executive
                            Officer)

[SIGNATURES CONTINUED]
7

/s/ Timothy C. Scheve        Executive Vice President      September 10, 1999
Timothy C. Scheve            (Principal Financial Officer)

/s/ Charles J. Daley, Jr.    Vice President                September 10, 1999
Charles J. Daley, Jr.         (Principal Accounting Officer)

/s/ Harold L. Adams          Director                      September 10, 1999
Harold L. Adams

/s/ Charles A. Bacigalupo    Director                      September 10, 1999
Charles A. Bacigalupo

/s/ James W. Brinkley        Director                      September 10, 1999
James W. Brinkley

/s/ Edmund J. Cashman, Jr.   Director                      September 10, 1999
Edmund J. Cashman, Jr.

/s/ Harry M. Ford, Jr.       Director                      September 10, 1999
Harry M. Ford, Jr.

/s/ Richard J. Himelfarb     Director                      September 10, 1999
Richard J. Himelfarb

/s/ John E. Koerner, III     Director                      September 10, 1999
John E. Koerner, III

[SIGNATURES CONTINUED]
8

/s/ W. Curtis Livingston     Director                      September 10, 1999
W. Curtis Livingston

/s/ Edward I. O'Brien        Director                      September 10, 1999
Edward I. O'Brien

/s/ Peter F. O'Malley        Director                      September 10, 1999
Peter F. O'Malley

/s/ Nicholas J. St. George   Director                      September 10, 1999
Nicholas J. St. George

/s/ Roger W. Schipke         Director                      September 10, 1999
Roger W. Schipke

/s/ Margaret DeB. Tutwiler   Director                      September 10, 1999
Margaret DeB. Tutwiler

/s/ James E. Ukrop           Director                      September 10, 1999
James E. Ukrop

/s/ William Wirth            Director                      September 10, 1999
William Wirth
9

                                 EXHIBIT INDEX

                           Description of
Exhibit Number                Document

  4.1            Legg Mason, Inc. 1996 Equity Incentive Plan
                 (as amended July 27, 1999).

  4.2            Articles of Incorporation of the Company, as amended
                 (incorporated by reference to Form 10-Q for the quarter
                 ended September 30, 1996).

  4.3            By-laws of the Company, as amended and restated
                 April 25, 1988 (incorporated by reference to the Company's
                 Annual Report on Form 10-K for the year ended
                 March 31, 1988).

  5              Opinion of Robert F. Price, Esq.,
                 Senior Vice President and
                 General Counsel of the Registrant.

  23(a)          Consent of PricewaterhouseCoopers LLP,
                 independent public accountants.

  23(b)          Consent of Robert F. Price, Esq.
                 (included in Exhibit 5).

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