1

                                                         424 (b) (1)
                                                         333-00017



PROSPECTUS


                        1,324,091 Shares

                         LEGG MASON, INC.

                           Common Stock

                         ($.10 Par Value)
                                               


     This Prospectus relates to 1,324,091 shares of Common Stock, 
$.10 par value per share (the "Common Stock"), of Legg Mason, Inc. 
(the "Company") which may be offered for sale by the Selling 
Stockholders named herein or by pledgees, donees, transferees 
or other successors in interest.  The sales of shares of Common 
Stock hereunder will be for the account of the Selling Stockholders 
or such other persons, and the Company will not receive any proceeds
from such sales.  

     The shares offered hereby may be sold by the Selling 
Stockholders, or by pledgees, donees, transferees or other 
successors in interest from time to time on the New York Stock 
Exchange, trading "regular way," in brokerage transactions effected 
through Legg Mason Wood Walker, Incorporated ("Legg Mason Wood 
Walker") at market prices prevailing at the time of sale.  Legg 
Mason Wood Walker may receive compensation in the form of 
commissions from the Selling Stockholders or such other persons who 
may be effecting sales hereunder.  The Selling Stockholders or other 
persons effecting sales hereunder and Legg Mason Wood Walker may be 
deemed to be "underwriters" within the meaning of the Securities Act 
of 1933 (the "Securities Act"), and any commissions received by it  
may be deemed to be underwriting discounts and commissions under the 
Securities Act.  The Selling Stockholders or other persons effecting 
sales hereunder may agree to indemnify Legg Mason Wood Walker 
against certain liabilities, including liabilities under the 
Securities Act.  See "Selling Stockholders." 

     The Company has agreed to pay certain costs and expenses 
incurred in connection with the registration of the shares of 
Common Stock offered hereby, except that the Selling Stockholders 
will pay the fees of their own counsel and will be responsible 
for certain other expenses.  See "Selling Stockholders."

     On December 29, 1995, the reported last sale price of the 
Common Stock on the New York Stock Exchange was $27.50 per 
share.


    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
     COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
         PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY 
                      IS A CRIMINAL OFFENSE.


                                               

         The date of this Prospectus is January 5, 1996.                      
         
         

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                     AVAILABLE INFORMATION

    The Company is subject to the informational requirements of the 
Securities Exchange Act of 1934 (the "Exchange Act"), and in 
accordance therewith, files reports, proxy statements and other 
information with the Securities and Exchange Commission 
(the "Commission").  Reports, proxy and information statements and 
other information filed with the Commission can be inspected and 
copied during normal business hours at the public reference 
facilities maintained by the Commission at Judiciary Plaza, 
450 Fifth Street, N.W., Washington, D.C. 20549, and at its 
regional offices at Seven World Trade Center, 13th Floor, New York, 
New York  10048; and 500 West Madison Street, Suite 1400, Chicago, 
Illinois  60661.  Copies of such material can be obtained at 
prescribed rates from the Public Reference Section of the Commission, 
450 Fifth Street, N.W., Washington, D.C.  20549.  Such materials can 
also be inspected at the offices of The New York Stock Exchange, 20 Broad 
Street, New York, New York  10005.

    The Company has filed with the Commission a Registration 
Statement on Form S-3 (the "Registration Statement," which 
term shall encompass all amendments, exhibits, annexes and schedules 
thereto), pursuant to the Securities Act, and the rules and 
regulations promulgated thereunder, with respect to the Common 
Stock offered hereby.  This Prospectus does not contain all of the 
information set forth in the Registration Statement, certain parts
of which are omitted in accordance with the rules and regulations 
of the Commission, and to which reference is hereby made.  
Statements contained in this Prospectus as to the contents of any 
contract, agreement or other document referred to are not 
necessarily complete.  With respect to each such contract, 
agreement or other document filed as an exhibit to the Registration 
Statement, reference is made to the exhibit for a more complete 
description of the matter involved.

    No dealer, salesman or any other person is authorized to give any 
information or to make any representations other than those contained 
or incorporated by reference in this Prospectus in connection with 
the offer contained herein, and, if given or made, such information 
or representations must not be relied upon as having been authorized
by the Company, the Selling Stockholders, any other person effecting 
sales hereunder, or any underwriter.  This Prospectus does not 
constitute an offer to sell or a solicitation of an offer to buy 
any securities other than the registered shares of Common Stock 
to which it relates, or an offer to any person in any jurisdiction 
where such an offer would be unlawful.  Neither the delivery of this 
Prospectus nor any sale made hereunder shall, under any 
circumstances, create any implication that there has been no change 
in the affairs of the Company since the date hereof, or that the
information contained or incorporated by reference herein is correct 
as of any time subsequent to the date hereof.

               DOCUMENTS INCORPORATED BY REFERENCE

    The following documents heretofore filed by the Company under 
the Exchange Act (File No. 1-8529) with the Commission are 
incorporated herein by reference:  (1) the Company's Annual Report 
on Form 10-K for the fiscal year ended March 31, 1995; (2) the 
Company's Quarterly Reports on Form 10-Q for the quarters ended 
June 30, 1995 and September 30, 1995; and (3) the description of 
the Company's Common Stock contained in the Amendment on Form 8 
filed July 17, 1991 amending the Company's Registration Statement on 
Form 8-A.

    All documents filed by the Company pursuant to Section 13(a), 
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of 
this Prospectus and prior to the termination of this offering shall 
be deemed to be incorporated by reference herein and to be a part 
hereof from the date of filing of such documents.  Any statement
contained in a document incorporated or deemed to be incorporated 
by reference herein shall be deemed to be modified or superseded 
for purposes of this Prospectus to the extent that a statement 
contained herein or in any other subsequently filed document which 
also is or is deemed to be incorporated by reference herein modifies 
or supersedes such statement.  Any such statement so modified or 
superseded shall not be deemed, except as so modified or superseded, 
to constitute a part of this Prospectus.

    The Company will provide, without charge, to each person to whom 
this Prospectus has been delivered a copy of any or all of the 
documents referred to above which have been or may be incorporated 
by reference herein, other than exhibits to such documents (unless 
such exhibits are specifically incorporated by reference therein). 
Requests for such copies should be directed to Legg Mason, Inc., 
111 South Calvert Street, Baltimore, Maryland 21202, Attention:  
Charles A. Bacigalupo, Secretary, telephone number (410) 539-0000.             


 3

                        THE COMPANY

    The Company is a holding company which, through its 
subsidiaries, is engaged in securities brokerage and trading, 
investment management of institutional and individual accounts 
and Company-sponsored mutual funds, investment banking for 
corporations and municipalities, commercial mortgage banking 
and provision of other financial services.  The Company's 
principal broker-dealer subsidiary is Legg Mason Wood Walker, 
a full service regional broker-dealer and investment banking firm 
operating primarily in the Eastern and Mid-South regions of the 
United States.  The Company's principal investment management 
subsidiaries are Batterymarch Financial Management, Inc., Western 
Asset Management Company and Legg Mason Fund Adviser, Inc.  
Through Legg Mason Wood Walker and its predecessors, the Company 
has been engaged in the securities business since 1899.

    The executive offices of the Company are located at 111 South 
Calvert Street, Baltimore, Maryland  21202, and its telephone number 
is (410) 539-0000.  Unless the context otherwise requires, all 
references to the "Company" herein include Legg Mason, Inc. and 
its predecessors and subsidiaries.



                       SELLING STOCKHOLDERS

    The following table sets forth the names of the Selling 
Stockholders and the number of shares of Common Stock owned 
by each of them and offered hereunder.  Except for the shares 
listed below, none of the Selling Stockholders is presently 
the beneficial owner of any shares of Common Stock.



         
                                  Number of Shares

                               
  Michael S. Cambron *            113,202
  Jean R. Collins                   3,044
  Karen A. Forg                     9,687
  William A. Friedlander *        106,282
  Smith Hickenlooper III *         44,838
  Susan J. Hickenlooper *          48,989
  Pamella A. Kassner                9,687
  Doris J. Leonard                 12,731
  Peter F. Levin *                 83,587
  Robert L. Luckerman              16,053
  Madelynn M. Matlock *            29,338
  Mel B. Mellis *                  31,275
  James A. Miller *               160,254
  Gerald L. Oaks *                 55,355
  Lorraine S. Phelps                1,937
  Donna M. Prieshoff *             29,061
  Dale H. Rabiner *               132,576
  James B. Reynolds *              87,185
  Ralph J. Scherer                  2,767
  Kenneth L. Schlachter             2,767
  Thomas A. Steele                  2,767
  William C. Stock *               36,534
  Woodrow H. Uible *               84,970
  Claudia F. Vollmer               17,437
  Kathleen S. Wise                 16,883
  Nancy E. York                     6,089
  Cornelius W. Hauck               25,463


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  Bruce R. Davies                  48,989
  Donald S. Schmidt                80,265
  Robert J. Bonini                 24,079

     Total                      1,324,091           

*Principal Stockholders




       The 1,324,091 shares of Common Stock to which this 
Prospectus relates were acquired by the Selling Stockholders
from the Company in connection with the Company's acquisition 
on January 2, 1996 of Bartlett & Co. ("Bartlett"), an 
investment advisory and securities brokerage firm located in 
Cincinnati, Ohio (the "Acquisition"). Pursuant to the 
acquisition agreement, 10% of the shares owned by each person 
included in the above table is being held in an escrow that will 
terminate one year after the closing date of the Acquisition and 
1.25% of the shares owned by each such person is being held in an 
escrow that will terminate at such time as certain potential claims 
relating to Bartlett have been resolved.  The purpose of the escrows 
is to secure contingent obligations to indemnify the Company in 
certain circumstances under the terms of the acquisition agreement.

       The Company and the Selling Stockholders have agreed that the 
Company will pay the costs and expenses incurred in connection with 
the registration of the Common Stock and this offering, except that 
the Selling Stockholders shall pay the fees of their own counsel and 
shall be responsible for all selling commissions and all transfer 
taxes and related charges in connection with the offer and sale of 
such shares.  In addition, the Company has agreed to indemnify the
Selling Stockholders against liability arising from actual or 
alleged misstatements in the Registration Statement of which this 
Prospectus forms a part (other than liabilities arising from 
information supplied by a Selling Stockholder in connection 
with the Registration Statement), and the Selling Stockholders 
have agreed to indemnify the Company against liability arising 
from  actual or alleged misstatements or omissions in the 
Registration Statement as the result of misstatements or 
omissions in the information supplied by the Selling Stockholders 
in connection with the Registration Statement.


                       PLAN OF DISTRIBUTION

       The sale of all or a portion of the shares of Common Stock 
offered hereby by the Selling Stockholders, or by pledgees, donees, 
transferees or other successors in interest may be effected from 
time to time on the New York Stock Exchange, trading "regular way," 
in brokerage transactions effected through Legg Mason Wood Walker, 
at market prices prevailing at the time of sale.  Legg Mason Wood 
Walker may receive compensation in the form of commissions from the 
Selling Stockholders or such other persons who may be effecting 
sales hereunder.  The Selling Stockholders or other persons 
effecting sales hereunder and Legg Mason Wood Walker may be deemed 
to be "underwriters" within the meaning of the Securities Act, and 
any commissions received by it may be deemed to be underwriting 
discounts and commissions under the Securities Act.  The Selling 
Stockholders or other persons effecting sales hereunder may agree 
to indemnify Legg Mason Wood Walker against certain liabilities, 
including liabilities under the Securities Act.  See "Selling 
Stockholders."

       Pursuant to the acquisition agreement, there are certain 
limitations on the aggregate number of shares that can be sold 
hereunder during certain periods by those persons who are identified 
in the above table as Principal Stockholders. For the period 
beginning the date of this Prospectus and ending July 2, 1996, 
the aggregate number of shares that can be sold is 424,106 shares; 
for the period beginning the date of this Prospectus and ending 
January 2, 1997, the aggregate number of shares that can be 
sold is 809,814 shares; and for the period beginning the 
date of this Prospectus and ending July 2, 1997, the aggregate 
number of shares that can be sold is 1,195,522 shares. 

                             EXPERTS

       The consolidated statements of financial condition as of 
March 31, 1995 and 1994 and the consolidated statements of earnings, 
cash flows, and stockholders' equity for each of the three years in 
the period ended

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March 31, 1995, and the consolidated financial statement 
schedules listed in Item 14(a)(1) and (2) of the 1995 
Form 10-K incorporated by reference in this Prospectus from the 
1995 Form 10-K, have been incorporated herein in reliance on the 
reports of Coopers & Lybrand L.L.P., independent accountants, 
given on the authority of that firm as experts in accounting and
auditing.



                          LEGAL MATTERS

       The validity of the shares of Common Stock offered hereby 
have been passed upon for the Company by Theodore S. Kaplan, Esq., 
the Company's General Counsel.  Mr. Kaplan beneficially owns, or has 
rights to acquire under an employee benefit plan of the Company, 
less than one percent of the Common Stock of the Company.