SC 13G/A
                              Ames Department Stores, Inc.

                       Securities and Exchange Commission
                            Washington, D. C. 20549

                                Schedule 13-G/A
                  Under the Securities and Exchange Act of 1934

                          Ames Department Stores, Inc.
                               Common Stock
                            CUSIP Number 030789507

Check the following box if a fee is being paid with this statement. [ ]

CUSIP No. 030789507

         1)  Name of reporting person:
                  Legg Mason, Inc.
              Tax Identification No:
                  52-1200960

         2)  Check the appropriate box if a member of a group:
                  a)  n/a
                  b)  n/a

         3)  SEC use only

         4)  Place of organization:
                  Baltimore, Maryland

      Number of shares beneficially owned by each reporting person with:
         5)  Sole voting power:             3,529,700
         6)  Shared voting power:              21,180
         7)  Sole dispositive power:         - 0 -
         8)  Shared dispositive power:      3,550,880

         9)  Aggregate amount beneficially owned by each reporting person:
               3,550,880

         10)  Check if the aggregate amount in row (9) excludes certain shares:
                 n/a

         11)  Percent of class represented by amount in row (9):
                 12.07%

         12)  Type of reporting person:
                 HC

         Item 1a)  Name of issuer:
                    Ames Department Stores, Inc.

         Item 1b) Address of issuer's principal executive offices:
                    2418 Main Street
                    Rocky Hill, CT  06067

         Item 2a)  Name of person filing:
                     Legg Mason, Inc.

         Item 2b) Address of principal business office:
                      100 Light Street
                      Baltimore, Maryland  21202

         Item 2c)  Citizenship:
                      Maryland Corporation

         Item 2d) Title of class of securities:
                      Common Stock

         Item 2e)  CUSIP number:  030789507

         Item 3) If this statement is filed pursuant to Rule 13d-1(b),
                    or 13d-2(b) , check whether the person filing is a:
         (a) [ ]  Broker or dealer under Section 15 of the Act.
         (b) [ ]  Bank as defined in Section 3(a)(6) of the Act.
         (c) [ ]  Insurance Company as defined in section 3(a)(19) of the Act.
         (d) [ ]  Investment Company registered under Section 8 of the
                    Investment Company Act.
         (e) [ ]  Investment Adviser registered under Section 203 of
                    the Investment Advisers Act of 1940.
         (f) [ ]  Employee  Benefit Plan,  Pension Fund which is
                    subject to ERISA of 1974 or Endowment Fund; see
                    240.13d-1(b)(ii)(F).
         (g) [X] Parent holding company, in accordance with 240.13d-1(b)(ii)(G).
         (h) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(H).

         Item 4) Ownership:
         (a)  Amount beneficially owned:  3,550,880

         (b)  Percent of Class:
                12.07%

         (c)  Number of shares as to which such person has:
                  (i)  sole power to vote or to direct the vote:
                        3,529,700
                  (ii) shared power to vote or to direct the vote:
                           21,180
                 (iii) sole power to dispose or to direct the disposition of:
                            - 0 -
                 (iv) shared power to dispose or to direct the disposition of:
                        3,550,880

         Item 5) Ownership of Five Percent or less of a class:
                    n/a

         Item 6) Ownership of  more than Five Percent on behalf of another
                 person:

                    Various persons have the right to receive or the power to
                    direct the receipt of dividends from, or the proceeds from
                    the sale of, such securities.  The interest of one person,
                    Legg Mason Opportunity Trust (a series of Legg Mason
                    Investment Trust, Inc., a registered investment company)
                    amounted to 12% of the total outstanding stock as of
                    July 31, 2001.  LMM, LLC serves as investment adviser for
                    Legg Mason Opportunity Trust.

         Item 7)  Identification  and  classification  of the subsidiary which
         acquired the security being reported on by the parent holding company:

                Legg Mason Wood Walker, Inc., as investment adviser and
                  broker/dealer with discretion
                LMM, LLC, as investment adviser with discretion
                Bartlett & Co., as investment adviser with discretion

         Item 8) Identification and classification of members of the group:

                  n/a

         Item 9) Notice of dissolution of group:

                  n/a

         Item 10) Certification:

                  By signing  below I certify  that, to the best of my knowledge
         and  belief,  the  securities  referred  to above were  acquired in the
         ordinary  course of business  and were not  acquired for the purpose of
         and do not have the effect of  changing or  influencing  the control of
         the issuer of such  securities and were not acquired in connection with
         or as a participant in any transaction having such purposes or effect.

                  After  reasonable  inquiry and to the best of my knowledge and
         belief,  I certify that the  information set forth in this statement is
         true, complete and correct.

         -------------------------
         Date:  8/10/01

         Signature


         ______________________________________________________________
         Timothy C. Scheve, Sr. Ex. Vice President, Legg Mason, Inc.
         -------------------------------------------------------------
         Name/Title

Addendum to Schedule 13G/A filed by Legg Mason, Inc.
Tax Identification No. 52-1200960

Shares of Ames Department Stores, Inc. owned a/o 7/31/01

CUSIP 030789507



                                Shares    Sole     Shared     Sole     Shared
   Name                Class    Owned     V P       V P       D P       D P

                                                        

Legg Mason Wood
  Walker, Inc.          BD, IA    18,130            18,130               18,130
LMM, LLC                IA     3,529,700  3,529,700                   3,529,700
Bartlett & Co.          IA         3,050             3,050                3,050



Shares Outstanding    29,408,000

% Owned               12.07%



Exhibit to Item 3(g)


LMM, LLC, 100 Light Street, Baltimore, Maryland 21202, a wholly owned
subsidiary of Legg Mason, Inc. and an investment adviser registered under the
Investment Advisers Act of 1940, is the beneficial owner of 3,529,700 shares,
or 12%, of the common stock outstanding of Ames Department Stores, Inc. as a
result of acting as investment adviser to Legg Mason Opportunity Trust, a
series of Legg Mason Investment Trust, Inc.  Legg Mason Investment Trust, Inc.
has its principal office at 100 Light Street, Baltimore, Maryland  21202.

Joint Filing Agreement

Each party signing below agrees that this statement is submitted as a joint
filing on behalf of all of the undersigned.

Legg Mason, Inc.




By_______________________________________________________________
       Timothy C. Scheve, Sr. Ex. Vice President


LMM, LLC




By_________________________________________________________________
        Jennifer W. Murphy, Chief Operations Officer


Legg Mason Investment Trust, Inc.




By__________________________________________________________________
        Jennifer W. Murphy, President