UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-03380

Name of Fund:	Legg Mason Value Trust, Inc.
Fund Address:	100 Light Street Baltimore, MD 21202

Name and address of agent for service: Richard M. Wachterman, Esq.
Legg Mason & Co., LLC
100 Light Street
Baltimore, MD 21202

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

Date of fiscal year end: 3/31/2007

Date of reporting period: 12/31/2006

Item 1 — Schedule of Investments

Portfolio of Investments

Legg Mason Value Trust, Inc.

December 31, 2006 (Unaudited)

(Amounts in Thousands)

	Shares/Par		Value
Common Stocks and Equity Interests — 99.8%
Consumer Discretionary — 30.3%
Automobiles — 0.1%
General Motors Corp.		500	$	15,360
Household Durables — 4.3%
Centex Corp.		6,100		343,247	A
KB HOME		4,100		210,248
Pulte Homes Inc.		10,600		351,072
				904,567
Internet and Catalog Retail — 9.4%
Amazon.com Inc.		23,500		927,310	A,B
Expedia Inc.		19,210		403,032	A,B
IAC/InterActiveCorp		16,610		617,209	A,B
				1,947,551
Leisure Equipment and Products — 2.6%
Eastman Kodak Co.		21,316		549,955	A
Media — 6.7%
The DIRECTV Group Inc.		26,570		662,658	B
Time Warner Inc.		24,000		522,720
WPP Group PLC		14,762		199,603
				1,384,981
Multiline Retail — 4.0%
Sears Holdings Corp.		4,900		822,857	B
Specialty Retail — 2.3%
The Home Depot Inc.		12,000		481,920
Textiles, Apparel and Luxury Goods — 0.9%
NIKE Inc.		2,000		198,060

Portfolio of Investments — Continued

Legg Mason Value Trust, Inc. — Continued

	Shares/Par		Value
Financials — 14.6%
Consumer Finance — 1.6%
Capital One Financial Corp.		4,446	$	341,503
Diversified Financial Services — 7.2%
Citigroup Inc.		10,506		585,162
J.P. Morgan Chase and Co.		18,800		908,040
				1,493,202
Insurance — 2.3%
American International Group Inc.		6,700		480,122
Thrifts and Mortgage Finance — 3.5%
Countrywide Financial Corp.		17,000		721,650
Health Care — 12.0%
Health Care Providers and Services — 10.3%
Aetna Inc.		16,200		699,516
Health Net Inc.		9,889		481,189	A,B
UnitedHealth Group Inc.		17,950		964,454
				2,145,159
Pharmaceuticals — 1.7%
Pfizer Inc.		13,000		336,700
Industrials — 7.6%
Building Products — 0.6%
Masco Corp.		3,902		116,553
Commercial Services and Supplies — 0.4%
Waste Management Inc.		2,412		88,678

	Shares/Par		Value
Industrials — Continued
Industrial Conglomerates — 6.6%
General Electric Co.		8,000	$	297,680
Tyco International Ltd.		35,527		1,080,021
				1,377,701
Information Technology — 20.9%
Communications Equipment — 1.6%
Cisco Systems Inc.		12,007		328,138	B
Computers and Peripherals — 6.3%
Dell Inc.		13,700		343,733	B
Hewlett-Packard Co.		8,500		350,115
International Business Machines Corp.		3,002		291,605
Seagate Technology		12,500		331,250
				1,316,703
Internet Software and Services — 10.1%
eBay Inc.		18,000		541,260	B
Google Inc.		2,000		920,960	B
Yahoo! Inc.		24,673		630,148	B
				2,092,368
Software — 2.9%
CA Inc.		9,700		219,705
Electronic Arts Inc. (EA)		6,604		332,593	B
Symantec Corp.		2,700		56,295	B
				608,593
Telecommunication Services — 9.2%
Diversified Telecommunication Services — 4.2%
Qwest Communications International Inc.		104,085		871,192	A,B
Wireless Telecommunication Services — 5.0%
Sprint Nextel Corp.		55,000		1,038,950

Portfolio of Investments — Continued

Legg Mason Value Trust, Inc. — Continued

	Shares/Par		Value
Utilities — 5.2%
Independent Power Producers and Energy Traders — 5.2%
The AES Corp.		49,355	$	1,087,785	A,B
Total Common Stocks and Equity Interests (Cost — $13,383,495)				20,750,248
Repurchase Agreements — 0.2%
Bank of America 5.24%, dated 12/29/06, to be repurchased at $18,566 on 1/2/07 (Collateral: $18,745 Federal Home Loan Bank notes, 5.25%, due 11/3/09, value $18,915)	$	18,556		18,556
Goldman Sachs and Co. 5.21%, dated 12/29/06, to be repurchased at $18,566 on 1/2/07 (Collateral: $20,095 Fannie Mae Conventional Loan Pool, 4.50%, due 8/1/35, value $18,903)		18,555		18,555
Total Repurchase Agreements (Cost — $37,111)				37,111
Total Investments — 100.0% (Cost — $13,420,606)				20,787,359
Other Assets Less Liabilities — N.M.%				4,658
Net Assets — 100.0%			$	20,792,017
Net Asset Value Per Share:
Primary Class				$72.72
Class R				$79.36
Financial Intermediary Class				$79.36
Institutional Class				$80.86

^A Affiliated Company — As defined in the Investment Company Act of 1940, an “Affiliated Company” represents Fund ownership of at least 5% of the outstanding voting securities of an issuer. At December 31, 2006, the total market value of Affiliated Companies was $5,280,919 and the cost was $3,680,166.

^B Non-income producing.

N.M. — Not meaningful.

Summary of Transactions with Affiliated Companies
(amounts in thousands)

	Value at		Purchased				Sold				Dividend		Value at			Realized
	3/31/06		Cost		Shares		Cost		Shares		Income		12/31/06			Gain/(Loss)
Amazon.com, Inc.	$	848,642	$	6,732		256		—		—		—	$	927,310			—
Centex Corporation A		—		28,420		597		—		—	$	692		343,247			—
Eastman Kodak Company		654,475		—		—		105,889		1,696		11,079		549,955			(67,612	)
Expedia Inc		389,393		—		—		—		—		—		403,032			—
Health Net Inc.		503,377		—		—		409		16		—		481,189			412
IAC/InterActiveCorp		530,740		—		—		54,122		1,400		—		617,209			(3,662	)
MGIC Investment Corporation		333,323		—		—		176,702		5,003				—	B		140,781
Qwest Communications International, Inc.		758,570		—		—		213,825		7,469				871,192			(151,661	)
The AES Corporation		879,044		—		—		54,483		2,172		—		1,087,785			(7,560	)
	$	4,897,564	$	35,152			$	605,430			$	11,771	$	5,280,919		$	(89,302	)

A	At the beginning of the reporting period, this security did not have affiliate status because the Fund owned less than 5% of the company’s voting securities.
B	The fund no longer owns this security.

Security Valuation

     Equity securities traded on national securities exchanges are valued at the last quoted sales price, except securities traded on the Nasdaq Stock Market, Inc. (‘‘NASDAQ’’) which are valued in accordance with the NASDAQ Official Closing Price. Over the counter securities are valued at the mean between the latest bid and asked prices as furnished by dealers who make markets in such securities or by an independent pricing service. Fixed income securities for which market quotations are readily available are valued at current market value.

     The Fund’s securities are valued on the basis of available market quotations or, lacking such quotations, at fair value as determined under policies approved by and under the general oversight of the Board of Directors. In determining fair value, all relevant qualitative and quantitative factors available are considered. These factors are subject to change over time and are reviewed periodically. The Fund may use fair value pricing instead of market quotations to value one or more securities if the Fund believes that, because of special circumstances, doing so would more accurately reflect the prices the Fund expects to realize on the current sale of those securities. Further, because of the inherent uncertainty of valuation, those estimated values may differ significantly from quoted or published values or from the values that would have been used had a ready market for the investments existed, and the differences could be material. All fair valued securities are identified in the portfolio of investments.

     Other information regarding the Fund is available in the Fund’s most recent Report to Shareholders. This information is available on the Securities and Exchange Commission’s website (www.sec.gov).

Item 2 — Controls and Procedures

(a)

The Registrant’s principal executive and principal financial officers have concluded, based on their evaluation of the Registrant’s disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the Registrant’s disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-Q is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-Q is accumulated and communicated to the Registrant’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

(b)

There were no changes in the Registrant’s internal control over financial reporting during the Registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.

Item 3 — Exhibits

Certifications as required by Rule 30a-2(a) under the Investment Company Act of 1940 are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Legg Mason Value Trust, Inc.

By: /s/ Mark R. Fetting
Mark R. Fetting
President, Legg Mason Value Trust, Inc.

Date: February 27, 2007

     Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By: /s/ Mark R. Fetting
Mark R. Fetting
President, Legg Mason Value Trust, Inc.

Date: February 27, 2007

By: /s/ Marie K. Karpinski
Marie K. Karpinski
Vice President and Chief Financial Officer, Legg Mason Value Trust, Inc.

Date: February 26, 2007