SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MASON RAYMOND A

(Last)

(First)

(Middle)

LEGG MASON INC

100 LIGHT ST

(Street)

BALTIMORE

21202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LEGG MASON INC [ LM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/26/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								2,484,715⁽¹⁾	D
Common Stock								18,075⁽²⁾	I	By Wife⁽³⁾
Common Stock	07/26/2004		P		400	A	$78.14	1,800⁽⁴⁾	I	By Children⁽³⁾
Common Stock								1,200⁽⁵⁾	I	By Trusts For Children⁽³⁾⁽⁶⁾
Common Stock								150⁽⁷⁾	I	By Child⁽³⁾⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to buy)⁽⁹⁾	$20.49⁽¹⁰⁾							07/23/1998	07/22/2006	Common Stock	90,001⁽¹⁰⁾		90,001⁽¹⁰⁾	D
Stock Options (Right to buy)⁽⁹⁾	$35.27⁽¹⁰⁾							07/25/2000	07/22/2008	Common Stock	150,000⁽¹⁰⁾		150,000⁽¹⁰⁾	D
Stock Options (Right to buy)⁽⁹⁾	$31.09⁽¹⁰⁾							04/24/2001	07/22/2009	Common Stock	3,210⁽¹⁰⁾		3,210⁽¹⁰⁾	D
Stock Options (Right to buy)⁽⁹⁾	$31.09⁽¹⁰⁾							04/24/2001	07/22/2007	Common Stock	296,790⁽¹⁰⁾		296,790⁽¹⁰⁾	D
Stock Options (Right to buy)⁽⁹⁾	$32.69⁽¹⁰⁾							07/24/2001	07/22/2007	Common Stock	225,000⁽¹⁰⁾		225,000⁽¹⁰⁾	D
Stock Options (Right to buy)⁽⁹⁾	$26.31⁽¹⁰⁾							07/23/2002	07/22/2010	Common Stock	30,001⁽¹⁰⁾		30,001⁽¹⁰⁾	D
Stock Options (Right to buy)⁽¹¹⁾	$52.07⁽¹²⁾							07/20/2004⁽¹¹⁾	07/22/2012⁽¹¹⁾	Common Stock	25,001⁽¹¹⁾		25,001⁽¹¹⁾	D
Phantom Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common Stock	64,474.57		64,474.57	D

Explanation of Responses:

1. On September 24, 2004, the common stock of Legg Mason, Inc. split 3-for-2, resulting in the reporting person's acquisition of 828,238 additional shares.

2. On September 24, 2004, the common stock of Legg Mason, Inc. split 3-for-2, resulting in the reporting person's wife's acquisition of 6,025 additional shares.

3. The reporting person disclaims beneficial ownership of all securities held, and this report should not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

4. On September 24, 2004, the common stock of Legg Mason, Inc. split 3-for-2, resulting in the reporting person's children's acquisition of 600 additional shares.

5. On September 24, 2004, the common stock of Legg Mason, Inc. split 3-for-2, resulting in the trusts for the benefit of reporting person's children to acquire 400 additional shares.

6. The reporting person is trustee.

7. On September 24, 2004, the common stock of Legg Mason, Inc. split 3-for-2, resulting in the reporting person's child's acquisition of 50 additional shares.

8. Reporting person's wife is custodian.

9. Employee stock option cumulatively exercisable annually in 20% increments commencing on the exercisable date indicated.

10. The number of underlying shares and exercise price have been adjusted to give effect to a 3-for-2 stock split on September 24, 2004.

11. On September 24, 2004, the common stock of Legg Mason, Inc. split 3-for-2, resulting in the reporting person's acquisition of 21,491.52 additional Phantom Stock units pursuant to the Legg Mason Wood Walker, Incorporated Deferred Compensation Phantom Stock Plan.

12. 1-for-1

	Thomas C. Merchant, Attorney-in-fact for Raymond A. Mason	10/12/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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