1 As filed with the Securities and Exchange Commission on May 22, 1996 Registration No. 33-54807 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 To Form S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 LEGG MASON, INC. (Exact name of registrant as specified in its charter) Maryland 52-1200960 (State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) 111 South Calvert Street Baltimore, Maryland 21202 (410) 539-0000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) THEODORE S. KAPLAN Senior Vice President and General Counsel Legg Mason, Inc. 111 South Calvert Street Baltimore, Maryland 21202 (410) 539-4073 (Name, address, including zip code, and telephone number, including area code, of agent for service) 2 This Registration Statement registered 260,000 shares of common stock, par value $.10 per share (the "Common Stock"), of Legg Mason, Inc. (the "Company") held by certain stockholders (the "Selling Stockholders") named in this Registration Statement. Of that amount, the Selling Stockholders sold 121,552 shares of the Common Stock in the public market. The offering has now been terminated. Accordingly, the Company hereby deregisters 138,448 shares of the Common Stock originally covered by this Registration Statement. SIGNATURE Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland on the 21st day of May, 1996. LEGG MASON, INC. By: /s/ Raymond A. Mason Raymond A. Mason President and Chief Executive Officer