8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) January 21, 2004

LEGG MASON, INC.

(Exact name of registrant as specified in its charter)

Maryland	1-8529	52-1200960
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

100 Light Street, Baltimore, Maryland	21202
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (410) 539-0000

Not Applicable 

(Former name or former address if changed since last report)

Item 12.	Results of Operations and Financial Condition.
	On January 21, 2004, Legg Mason, Inc. ("Legg Mason") announced its results of operations for the quarter ended December 31, 2003. A copy of the related press release is attached hereto as Exhibit 99.
	The information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LEGG MASON, INC.
	(Registrant)
Date:  January 21, 2004	By:	/s/ Robert F. Price
		Robert F. Price
		Senior Vice President, Secretary
		and General Counsel

LEGG MASON, INC.

EXHIBIT INDEX

Exhibit No.	Subject Matter
99	Press Release of Legg Mason, Inc. dated January 21, 2004.

EX-99

Exhibit 99

For immediate release	For information contact:
	F. Barry Bilson
	(410) 539-0000
	www.leggmason.com

LEGG MASON REPORTS RECORD RESULTS IN DECEMBER QUARTER
Net Earnings up 69% as Net Revenues Increase 37%
Assets Under Management up 43%, to $265 Billion

Baltimore, Maryland - January 21, 2004-- Legg Mason, Inc. (NYSE: LM) reported today that its net earnings in the quarter ended December 31, 2003 were $80.8 million, up 69% from the year ago quarter, while net revenues were up 37%, to $506.4 million. Both set new records. Diluted earnings per share for the quarter were a record $1.07, up 53%; the calculation of diluted earnings per share included an additional 4.4 million shares that would be issuable upon conversion of our zero-coupon contingent convertible senior notes, which reduced the quarter's diluted earnings per share by $0.05. In the year ago quarter, net revenues were $371.1 million, net earnings were $47.9 million and diluted earnings per share were $0.70.

Assets under management as of December 31, 2003 aggregated $264.9 billion, up 43% from $184.7 billion a year ago, and up 12% during the quarter, from $236.9 billion in September.

Commenting on the results, Raymond A. "Chip" Mason, chairman and CEO, said:

"This was by far the strongest quarter we have ever had. As a result, our earnings and earnings per share for the first nine months -- $205.8 million and $2.84 per diluted share -- have already exceeded last year's record earnings for the full year -- $190.9 million and $2.78 per diluted share.

"Asset Management was the key factor in our increased earnings, as its pre-tax profits were up 85% year-over-year and up 25% from the September quarter. Moreover, one of our goals has been to have our investment advisory and related fees exceed $1 billion per year; we are confident that this will happen this fiscal year, as these fees were $326 million in the quarter and $850 million in the first nine months."

Consolidated Results for the Quarter

For the quarter ended December 31, 2003, investment advisory and related fees were $326.5 million, up 51% from the year ago quarter, as all three divisions of this business -- institutional, mutual funds and wealth managers -- achieved substantial increases in revenues, reflecting their strong investment performance and net cash flows during the calendar year. The current quarter included $14.5 million of performance fees, up from $9.5 million a year ago. Overall, investment advisory and related fees represented 64% of the firm's total net revenues, up from 58% in the year ago quarter.

LEGG MASON, INC.
News Release -- January 21, 2004
Page 2

Commission revenues were $85.3 million, up 7% from $79.7 million a year ago, with listed commissions on retail trades and increased mutual fund commissions being primarily responsible. Commissions represented 17% of the firm's net revenues, down from 21% a year ago. Principal transactions were $39.9 million, essentially unchanged from $39.8 million a year ago, as substantial increases primarily in NASDAQ trading and institutional municipal fixed income were largely offset by decreases in retail and institutional fixed income transaction revenues. Investment banking revenues increased by 47%, to $34.3 million from $23.4 million, as increased revenues reflecting a more-than-fivefold increase in the average size of corporate underwritings managed or co-managed by the firm, as well as a substantial increase in advisory revenues, more than offset a decrease in municipal banking revenues.

Net interest profit was $6.4 million, up 32% from $4.8 million. Other revenues aggregated $14.1 million, up 91% from $7.4 million a year ago; the principal contributors to the increase were unrealized gains recorded on firm investments and annual servicing fees related to our retail brokerage business.

The pre-tax profit margin was 26.4% of net revenues, up from 20.3% a year ago, and the effective tax rate was 39.5%, versus 37.8%. The annualized return on equity was 22.4%, up from 16.1%.

As of December 31, 2003, stockholders' equity was $1.486 billion, up 23% from $1.209 billion a year ago, and book value per share was $21.76, up 21% from $18.02. The Company has 68.3 million shares outstanding, up from 67.1 million shares a year ago, including exchangeable shares, and 76.5 million diluted shares, up from 68.7 million shares a year ago, in part as a result of the inclusion of the 4.4 million shares issuable upon conversion of our zero-coupon contingent convertible senior notes.

Assets Under Management and Total Client Assets

Reflecting the continuing strength in the equity markets, and the strong investment performance of and net cash flows into our four largest managers in particular, assets under management as of December 31, 2003 increased by $80.2 billion, or 43%, to a record $264.9 billion, versus $184.7 billion a year ago, and were up $28.0 billion, or 12%, from $236.9 billion in September. Equity assets increased to 39% of total assets under management, up from 33% a year ago. Our institutional asset management division was responsible for 66% of our total assets under management, down from 70% a year ago, while our mutual funds management division increased its percentage of the total to 22% from 19%, and our wealth management division increased to 12% from 11%.

Positive net client cash flows of approximately $13.5 billion and market appreciation were roughly equal contributors to the $28.0 billion increase in assets under management during the quarter. The acquisition of the business of Rothschild Asset Management (Singapore), which closed on December 31st, accounted for $1.0 billion. Each of our managers with at least $10 billion in assets under management (Western Asset Management, Legg Mason Capital/Funds

LEGG MASON, INC.
News Release -- January 21, 2004
Page 3

Management, Private Capital Management, Royce, Brandywine and Batterymarch) had particularly strong net flows during the quarter, ranging from 4% to 16% of their beginning assets.

Currently, all but one of Western Asset's and all but one of Royce's rated funds, plus seven of the 18 rated Legg Mason Funds, had 4- or 5-star overall ratings from Morningstar. Fourteen of the 21 Legg Mason Funds, representing 95% of the fund family's total assets, outperformed their respective Lipper averages for calendar 2003. Among these, Legg Mason Value Trust achieved the extraordinary distinction of being the only fund known to have beaten the S&P 500 for 13 consecutive years, while Legg Mason Opportunity Trust was in the top 4% of all mid-cap core funds for both the 1-year (315 funds) and 3-year (243 funds) periods. Legg Mason Focus Trust was also recognized for its exceptional performance: it was the #1 fund among all large-cap growth funds for the 1-year (616 funds), 3-year (504 funds) and 5-year (320 funds) periods ended December 31.

Total client assets, which include assets in our clients' securities brokerage accounts plus assets under management, minus any overlap, aggregated $332.3 billion, up 37% from $241.8 billion a year ago.

Segment Results for the Quarter

Our Asset Management and Private Client business segments were the primary contributors to our growth in earnings during the quarter ended December 31, 2003.

The net revenues of our Asset Management business segment totaled $263.8 million, up 59% from the year ago quarter, and this segment's pre-tax earnings increased by 85%, to $88.1 million. The increases in assets under management, and resulting increases in management fees, at Private Capital Management, Royce, Western Asset and Legg Mason Capital/Funds Management were the primary contributors to the segment's increases in net revenues and pre-tax earnings. The segment's profit margin increased from 28.8% to 33.4%.

Our Private Client's business segment's pre-tax earnings doubled, to $32.8 million, on a 20% increase in net revenues, to $171.2 million; its profit margin increased from 11.6% to 19.2%.

Our Capital Markets business segment's net revenues rose 14% to $71.2 million and its pre-tax earnings rose 9% to $12.7 million. The segment's pre-tax profit margin declined slightly to 17.8% from 18.5%. Increased revenues and profits in corporate banking, institutional equity sales and trading and equity syndicate were largely offset by declines in revenues and profits in fixed income sales and trading and municipal banking.

The Other business segment consists primarily of firm investments plus unallocated corporate revenues and expenses.

LEGG MASON, INC.
News Release -- January 21, 2004
Page 4

Consolidated Results for the Fiscal Year to Date

For the nine months ended December 31, 2003, net revenues increased 23% to $1.381 billion. Net earnings were $205.8 million, up 45%, and diluted earnings per share were $2.84, up 37%. Investment advisory and related fees were $850.1 million, up 33%; commissions were $253.3 million, up 4%, while principal transactions were $124.3 million, up 6%; investment banking revenues were $104.9 million, up 26%; and net interest profit increased 12% to $16.7 million. Other revenues were $32.1 million, up 36%.

Regular Quarterly Dividend

Legg Mason also announced today that its Board of Directors has declared a regular quarterly dividend on its common stock in the amount of $0.15 per share, payable April 5, 2004 to stockholders of record at the close of business on March 4, 2004.

Conference Call to Discuss Results

A conference call to discuss the Company's results, hosted by Mr. Mason, will be held at 10:00 a.m. EST today. The call will be open to the general public. Interested participants should access the call by dialing 1-888-889-5345 (or 1-973-582-2703 for international calls) at least 10 minutes prior to the scheduled start to ensure connection. The call will also be accessible through the Legg Mason website. A replay or transcript of the live broadcast will be available on the website or by dialing 1-877-519-4471 (or 1-973-341-3080 for international calls), access Pin Number 4418779, after the completion of the call.

Legg Mason, Inc., headquartered in Baltimore, is a holding company that provides asset management, securities brokerage, investment banking and related financial services through its subsidiaries.

This release contains forward-looking statements subject to risks, uncertainties and other factors that may cause actual results to differ materially. For a discussion of these risks and uncertainties, see Legg Mason's Annual Report on Form 10-K for the fiscal year ended March 31, 2003.

LEGG MASON, INC.
News Release - January 21, 2004
Page 5

LEGG MASON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
For the Quarters Ended December 31, 2003 and 2002
					(000's, except per share amounts)
					2003		% of Net Revenues			2002		% of Net Revenues
Revenues:
		Investment advisory and related fees			$	326,458		64.4		$	215,911		58.2
		Commissions				85,307		16.8			79,741		21.5
		Principal transactions				39,922		7.9			39,811		10.7
		Investment banking				34,259		6.8			23,384		6.3
		Interest				21,145		4.2			25,731		6.9
		Other				14,075		2.8			7,379		2.0
				Total revenues		521,166		102.9			391,957		105.6
		Interest expense				14,744		2.9			20,887		5.6
			Net revenues			506,422		100.0			371,070		100.0
Non-interest expenses:
		Compensation and benefits				278,622		55.0			219,092		59.0
		Communications and technology				22,871		4.5			22,119		6.0
		Occupancy				16,001		3.2			15,403		4.1
		Amortization of intangible assets				5,412		1.1			5,800		1.6
		Other				49,817		9.8			33,252		9.0
			Total non-interest expenses			372,723		73.6			295,666		79.7
Earnings from continuing operations
		before income tax provision				133,699		26.4			75,404		20.3
	Income tax provision					52,866		10.4			28,516		7.7
Net earnings from continuing operations						80,833			16.0		46,888		12.6
Discontinued operations, net of taxes						-			-		966		0.3
Net earnings					$	80,833		16.0		$	47,854		12.9
[continued on next page]

LEGG MASON, INC.
News Release - January 21, 2004
Page 6

LEGG MASON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
For the Quarters Ended December 31, 2003 and 2002
(continued)
			(000's, except per share amounts)
			2003		2002
Net earnings per common share:
	Basic
		Continuing operations	$	1.21	$	0.72
		Discontinued operations		-		0.01
			$	1.21	$	0.73
	Diluted
		Continuing operations	$	1.07	$	0.69
		Discontinued operations		-		0.01
			$	1.07	$	0.70
Weighted average number of common
	shares outstanding:
	Basic			67,074		65,982
	Diluted			76,514		68,737

LEGG MASON, INC.
News Release - January 21, 2004
Page 7

LEGG MASON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
For the Nine Months Ended December 31, 2003 and 2002
					(000's, except per share amounts)
					2003		% of Net Revenues		2002		% of Net Revenues
Revenues:
		Investment advisory and related fees			$	850,095		61.5	$	641,392		57.1
		Commissions				253,332		18.4		243,707		21.7
		Principal transactions				124,275		9.0		117,234		10.4
		Investment banking				104,946		7.6		82,994		7.4
		Interest				63,006		4.6		84,318		7.5
		Other				32,130		2.3		23,598		2.1
				Total revenues		1,427,784		103.4		1,193,243		106.2
		Interest expense				46,291		3.4		69,329		6.2
			Net revenues			1,381,493		100.0		1,123,914		100.0
Non-interest expenses:
		Compensation and benefits				779,367		56.4		662,974			59.0
		Communications and technology				67,438		4.9		66,884			5.9
		Occupancy				48,491		3.5		47,238			4.2
		Amortization of intangible assets				16,270		1.2		17,549			1.6
		Litigation award charge				17,500		1.2		-			-
		Other				126,770		9.2		100,299			8.9
			Total non-interest expenses			1,055,836		76.4		894,944		79.6
Earnings from continuing operations
		before income tax provision				325,657		23.6		228,970		20.4
	Income tax provision					126,974		9.2		87,240		7.8
Net earnings from continuing operations						198,683		14.4		141,730			12.6
Discontinued operations, net of taxes						675		0.1		513			0.1
Gain on sale of discontinued operations,
		net of taxes				6,481		0.4		-			-
Net earnings					$	205,839		14.9	$	142,243		12.7
[continued on next page]

LEGG MASON, INC.
News Release - January 21, 2004
Page 8

LEGG MASON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
For the Nine Months Ended December 31, 2003 and 2002
(continued)
			(000's, except per share amounts)
			2003		2002
Net earnings per common share:
	Basic
		Continuing operations	$	2.98	$	2.15
		Discontinued operations		0.01		0.01
		Gain on sale of discontinued operations		0.10		-
			$	3.09	$	2.16
	Diluted
		Continuing operations	$	2.74	$	2.06
		Discontinued operations		0.01		0.01
		Gain on sale of discontinued operations		0.09		-
			$	2.84	$	2.07
Weighted average number of common
	shares outstanding:
	Basic			66,666		65,999
	Diluted			72,823		68,782
Book value per common share			$	21.76	$	18.02

LEGG MASON, INC.
News Release - January 21, 2004
Page 9

LEGG MASON, INC. AND SUBSIDIARIES
Business Segment Financial Results (000's)
For the Quarters Ended December 31, 2003 and 2002
			2003		% of Total			2002		% of Total
Net revenues:
	Asset Management		$	263,848			52.1	$	165,963		44.7
	Private Client			171,206			33.8		142,854		38.5
	Capital Markets			71,177			14.1		62,640		16.9
	Other			191			-		(387)		(0.1)
		Total	$	506,422		100.0		$	371,070		100.0
Earnings from continuing operations
	before income tax provision:
	Asset Management		$	88,137			65.9	$	47,719			63.3
	Private Client			32,837			24.6		16,504			21.9
	Capital Markets			12,689			9.5		11,612			15.4
	Other			36			-		(431)			(0.6)
		Total	$	133,699		100.0		$	75,404		100.0
For the Nine Months Ended December 31, 2003 and 2002
			2003		% of Total			2002		% of Total
Net revenues:
	Asset Management		$	674,050			48.8	$	480,941			42.8
	Private Client			494,923			35.8		444,301			39.5
	Capital Markets			213,666			15.4		198,938			17.7
	Other			(1,146)			-		(266)			-
		Total	$	1,381,493		100.0		$	1,123,914		100.0
Earnings from continuing operations
	before income tax provision:
	Asset Management		$	213,458		65.5		$	134,550		58.8
	Private Client			93,220		28.6			56,307		24.6
	Capital Markets			37,993		11.7			38,617		16.8
	Other			(19,014)		(5.8)			(504)		(0.2)
		Total	$	325,657		100.0		$	228,970		100.0