LEGG MASON VALUE TRUST INC
N-30D, 1996-08-30
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Investment Adviser
      Legg Mason Fund Adviser, Inc.
      Baltimore, MD

Board of Directors
      Raymond A. Mason, Chairman
      John F. Curley, Jr., President
      Richard G. Gilmore
      Charles F. Haugh
      Arnold L. Lehman
      Dr. Jill E. McGovern
      T. A. Rodgers
      Edward A. Taber, III

Transfer and Shareholder Servicing Agent
      Boston Financial Data Services
      Boston, MA

Custodian
      State Street Bank & Trust Company
      Boston, MA

Counsel
      Kirkpatrick & Lockhart, LLP
      Washington, DC

Independent Accountants
      Coopers & Lybrand L.L.P.
      Baltimore, MD



      This report is not to be distributed  unless  preceded or accompanied by a
prospectus.
                      Legg Mason Wood Walker, Incorporated
- --------------------------------------------------------------------------------

                            111 South Calvert Street
                     P.O. Box 1476, Baltimore, MD 21203-1476
                                410 o 539 o 0000
[Recycled Logo] Printed on Recycled Paper
LMF-002



                             Report to Shareholders
                              For the Quarter Ended
                                  June 30, 1996


                                       The
                                   Legg Mason
                                      Value
                                 Trust,(R) Inc.

                                  Primary Class



                           Putting Your Future First



                            [Legg Mason Funds Logo]
                                      FUNDS

<PAGE>

To Our Shareholders,


     In the three months ended June 30, 1996,  the Value Trust's net asset value
per share rose from $26.99 to $27.34.  The latter figure is after payment in May
of an ordinary  income  dividend of $0.065 per share, a short-term  capital gain
distribution of $0.037 per share, and a long-term  capital gain  distribution of
$0.523 per share.  Assuming reinvestment of the dividend and gain distributions,
the Trust's total return (appreciation in share value plus the dividend and gain
distributions)  in the quarter was 3.6%,  compared to total  returns of 4.5% and
3.4% on Standard & Poor's 500 stock  composite index and the Value Line index of
1,700  stocks.  In the six months  through June 30, the Trust's total return was
11.1%,  compared to returns of 10.1% and 8.4% on the Standard & Poor's and Value
Line indices.

     Beginning on page 3, Bill Miller, the Trust's portfolio manager,  discusses
the Trust's holdings and the investment outlook.

     Many  shareholders  invest  regularly  in Trust  shares  on a  dollar  cost
averaging  basis  through  a  program  we  call  Future  First.  Most  do  so by
authorizing  automatic monthly transfers of $50 or more from their bank checking
or Legg Mason  accounts.  Dollar cost averaging is a convenient and sensible way
to invest which encourages continued purchases during market downswings when the
best values are  available.  Of course,  it does not ensure a profit nor protect
against  declines in the value of your  investment.  Your Legg Mason  Investment
Executive  will be happy to help  you  establish  a  Future  First  dollar  cost
averaging account should you wish to do so.

     The Board of Directors has approved an income dividend of $0.042 per share,
payable  on  August  8,  1996 to  shareholders  of  record  on  August  5.  Most
shareholders  will receive this  distribution  in the form of additional  shares
credited to their accounts.

                                                Sincerely,

                                                /s/ John F. Curley, Jr.

                                                John F. Curley, Jr.
                                                President

July 31, 1996


<PAGE>

Performance Information
Legg Mason Value Trust, Inc.


Total Return for One, Five, Ten Years and Life of Fund, as of
June 30, 1996
     The returns shown on this page are based on historical  results and are not
intended to indicate  future  performance.  The investment  return and principal
value of an investment in the fund will fluctuate so that an investor's  shares,
when  redeemed,  may be worth more or less than  their  original  cost.  Average
annual  returns  tend to smooth out  variations  in the fund's  return,  so they
differ from actual year-to-year  results.  For comparison  purposes,  the fund's
total return is compared with total returns of the Value Line Geometric Average,
an index of  approximately  1,700 stocks  ("Value Line  Index"),  and Standard &
Poor's 500 Stock Composite Index ("S&P Stock Index"),  two unmanaged  indexes of
widely held common  stocks.  No  adjustment  has been made for any income  taxes
payable by shareholders.
     The fund has two classes of shares:  Primary Class and Navigator Class. The
Navigator  Class,  offered only to certain  institutional  investors,  pays fund
expenses similar to those paid by the Primary Class, except that transfer agency
fees and shareholder servicing expenses are determined separately for each class
and the Navigator Class does not incur Rule 12b-1 distribution fees.

     Total returns as of June 30, 1996 were as follows:

                            Cumulative Total Return
- --------------------------------------------------------------------------------
                              Legg Mason   Value Line       S&P
                              Value Trust     Index     Stock Index
- --------------------------------------------------------------------------------
Primary Class:
  One Year                       +28.64%     +16.85%      +26.00%
  Five Years                    +132.37      +73.97      +107.38
  Ten Years                     +186.07      +92.68      +263.93
  Life of Class(dagger)         +907.67     +339.28      +843.10
Navigator Class:
  One Year                       +30.00%     +16.85%      +26.00%
  Life of Class(dagger)(dagger)  +61.27      +34.32       +53.59

                          Average Annual Total Return
- --------------------------------------------------------------------------------
                              Legg Mason     Value Line       S&P
                              Value Trust      Index      Stock Index
- --------------------------------------------------------------------------------
Primary Class:
  One Year                       +28.64%     +16.85%      +26.00%
  Five Years                     +18.37      +11.71       +15.70
  Ten Years                      +11.08       +6.78       +13.79
  Life of Class(dagger)          +17.66      +10.98       +17.11
Navigator Class:
  One Year                       +30.00%     +16.85%      +26.00%
  Life of Class(dagger)(dagger)  +35.23      +20.49       +31.13

- --------------------------------------------------------------------------------
        (dagger) Primary  Class  inception -- April 16, 1982
(dagger)(dagger) Navigator  Class  inception -- December 1, 1994

Illustration  of an  Assumed  Investment  of  $10,000  Made on  April  16,  1982
(inception of the Value Trust Primary Class)


Legg Mason Value Trust, Inc.


                 [Graph appears here--plot point values follow]

                                                      Value of Original Shares
                            Value of Shares            Purchased Plus Shares
                            Acquired Through             Acquired Through
                         Reinvestment of Income     Reinvestment of Capital Gain

       04/16/82                 10,000.00                    10,000.00
       03/31/83                 16,400.97                    16,160.00
       03/31/84                 19,425.44                    18,870.50
       03/31/85                 24,682.58                    23,582.98
       03/31/86                 34,509.73                    32,555.48
       03/31/87                 37,924.30                    35,503.58
       03/31/88                 34,729.33                    32,267.83
       03/31/89                 41,109.15                    37,650.23
       03/31/90                 44,289.55                    39,890.82
       03/31/91                 43,013.79                    37,701.34
       03/31/92                 51,413.83                    44,210.32
       03/31/93                 59,003.27                    50,183.93
       03/31/94                 62,337.34                    52,789.39
       03/31/95                 68,426.55                    57,816.96
       03/31/96                 97,226.16                    82,355.78
       06/30/96                100,766.76                    85,466.45

2

<PAGE>

Portfolio Manager's Comments


     Your fund rose 3.64% in the second quarter, bringing our six month increase
to 11.05%.  The quarter's  return slightly  trailed the increase in the S&P 500,
which advanced 4.49%,  and the average growth fund which rose 4.45%, as measured
by Lipper Analytical  Services,  Inc. Our year-to-date  advance remains ahead of
both benchmarks.
     The second quarter saw what may be the high water mark in  speculation  for
this cycle.  Strong money flows into aggressive  growth funds fueled the advance
of  many  small,   speculative   companies,   whose   valuations  often  reached
breathtaking  levels. At the same time,  interest rates continued to rise during
the quarter, and moved past 7% for the 30-year Treasury bond.
     At the end of June,  the  results  for bond and  stock  investors  differed
dramatically.  Those who bought long-term  Treasuries at about 6% in January had
lost almost 10% of their money in six months,  while equity investors were up by
about the same amount.  The more  venturesome  small stock investors had average
returns in their mutual funds of over 15%. Bond and stock returns  usually don't
diverge  for very  long.  By the end of the second  quarter  the  valuation  gap
between  stocks  and  bonds  had  widened  such  that  we  believed--and   still
believe--that  to be bullish on stocks you have to be bullish on bonds.  In this
kind of  environment,  the best  stocks  should be those  that look like  bonds:
banks, insurance companies,  credit card companies,  thrifts. We are loaded with
these.  Despite the fund's strong  performance  in the first half, our financial
stocks  have  turned  in  only a so-so  performance.  We  think  they  are  very
attractively valued and will perform well in the second half.
     The current  situation  is roughly the opposite of that  prevailing  at the
beginning of the year when bonds yielded under 6%. Then stocks were attractively
priced  relative to bonds.  But the sharp  divergence in their  performance  has
changed all that,  and the market has already  begun to exact its toll on overly
complacent or enthusiastic  stock investors.  In just the first few weeks of the
third quarter, a swift correction has engulfed the stock market. The major stock
indices are down more than 8%, while the frothier over the counter market is off
over 15% from highs  reached just  recently.  On most days when the stock market
has declined,  which at this writing is most of them since the 114 point drop on
July 5, the bond market has  rallied.  This has begun to redress  the  valuation
imbalance, but has not yet rectified it.
     The correction was kicked off by a jobs report which  indicated  continuing
strong demand for labor at a time of already low  unemployment.  More disturbing
to the  market,  real  wages grew at the  fastest  rate in thirty  years,  which
rekindled fears of higher inflation.  Although bonds fell sharply the day of the
report , they have  rallied  steadily  since,  indicating  that 7%  yields  have
already discounted some upward movement in inflation.
     Whatever the portent of the employment report, its effect on economists and
investors was immediate.  The economic  seers raised their  forecasts for second
quarter growth to 4% or more and also increased their estimates of third quarter
growth  from an average of 2-2.5% to 3-3.5%.  At its present  size,  the economy
will  generate  an extra $60  billion  of  output in the next 90 days,  if those
forecasts can be believed.  A strong consensus has also emerged that the Federal
Reserve Board will raise rates at its August meeting, if not before.
     Labor cost inflation is more problematic than the commodity price increases
that led to  inflation  fears  earlier  this  year.  Labor  costs  make up about
two-thirds of the cost of  production.  The supply of labor is relatively  fixed
and when demand for labor passes a point called the  non-accelerating  inflation
rate of unemployment  (abbreviated  as NAIRU),  theory says that labor costs may
fuel higher inflation as companies bid for other companies' workers.
     Stock  investors  may be  hurt  in at  least  two  different  ways  if wage
inflation  takes hold.  First,  since pricing power is minimal,  wage  increases
cannot easily be passed along to customers.  This raises  concerns  about profit
margins (and profits)  getting  squeezed.  Pressure on profits means pressure on
stock  prices,  other things  equal.  Second,  the Fed is known to be especially
sensitive to wage  inflation,  since it is difficult to halt once started.  They
are much  more  likely to  aggressively  raise  interest  rates at signs of wage
inflation than if only commodity  prices are rising.  Rising interest rates hurt
stocks  directly at these  relative  valuation  levels,  and also  increase  the
chances  of  recession,   another  bad  outcome  if  you  own  stocks  (but  not
high-quality bonds).
     We do not believe the recent  uptick in real wages signals the beginning of
a rise in  core  infla-

                                                                               3

<PAGE>

tion.  Real  wages  can  (and  should)  rise  when  worker productivity rises.
In the first quarter, productivity shot ahead at more than a 4% rate,  leading
to a fall in unit labor costs.  It should be no surprise  that after five  years
of  economic  expansion,  real wages  would move  upward  with continued
productivity  growth. It may be that rising wage growth is signalling continued
gains in  productivity,  not increased  inflation.  Whatever the cost pressures,
if monetary policy does not accommodate them through more rapid money growth,
then  inflation  will not be able to take hold.  We think  rising  wage growth
heralds solid  productivity  growth,  especially when one views it in the
context of the other factors of production.
     Core producer  price index (PPI) numbers show a twelve month rate of growth
of 1.6%,  but a three and six month growth rate of only 1%. Total  PPIgrowth has
been inflated by the commodity  surge of a few months ago, which has now abated.
Reported  PPIdata are beginning to move to the recent core rate of 1%.  Consumer
prices  have  historically  averaged  about  .5% above  the core  rate,  so this
indicator  is  pointing  toward  inflation  of under 2%. With  commodity  prices
falling,  core  PPIfalling,  and most cyclical  stocks--which  are barometers of
economic  strength--falling,  there is little  evidence  of  inflation  pressure
outside the wage data. That makes it unlikely,  in our view, that wage increases
alone will fuel higher inflation.
     It is the  prospect  of wage  inflation  that sent stock  investors  into a
panic. In a classic turn of phrase,  one rattled analyst,  observing the selling
frenzy, said, "we are watching the lemmings fly out the window."
     The change in investor psychology  occasioned by a little selling is always
fascinating  to behold.  The major  stock  indices are off by 8%. In the past 30
years,  half the days the market has been open it has been trading at 5% or more
from the peak. Over the past 95 years,  there have been 54 corrections of 10% or
more, the most recent  occurring  intraday on July 16. For long-term  investors,
sell-offs provide an opportunity. For speculators, they provide a lesson.
     We think,  though,  that it will be tough for  stocks to beat  bonds in the
second half.  Valuation and trend are in bonds' favor. With inflation running at
3%--or  less--bond  yields  in the 7% range  provide  real  returns  well  above
historical  norms.  The trend in many sensitive  inflation  indicators,  such as
gold, oil, and industrial commodities prices, has been down from peaks reached a
few months ago. A more subtle feature of the favorable bond outlook is the trend
in the economy's growth rate. Even those economists who just raised their growth
rate for this  quarter  believe the second  quarter will be the peak in economic
momentum.  Bond prices tend to be coincident  indicators  of economic  momentum.
Prices often rise as the economy  slows,  as happened in the second half of last
year,  and fall when economic  growth is  accelerating,  as in the first half of
this year.
     We agree  with the  consensus  (for a change)  that  economic  growth  will
decelerate  in the second half of this year.  If so, that would tend to underpin
bond prices. We disagree,  though, that the Fed will be forced to raise rates in
August.  On that point, we are agnostic,  except to note that when the Fed voted
to hold  policy  steady at its last  meeting on July 3, the vote was  unanimous.
Inflation worries were then largely absent.
     Since the stock market has so quickly swung from enthusiasm to despair,  we
think if the Fed does not raise rates in August a nice rally may ensue.  Perhaps
perversely,  the worse the  market  acts from now to then may play a role in the
Fed's  decision.  At the July meeting,  they noted that a market  correction may
provide clues about the economy's prospects.  The worse stocks act, the more the
Fed will think the economy is cooling off without the need for a rate hike.
     We mention all this  macroeconomic  stuff not because we try to predict the
economy or the market.  We don't.  We do try to understand  the economic  forces
operating at any given time and what the  valuation of various  asset classes is
implying about the future.
     Our stock selection, though, is one by one, valuation driven, and long-term
oriented. Quarterly transactions remain at a low level. We have reduced our Nike
position  significantly.  The company is terrific,  we have big gains in it over
the past few years,  but it is no longer a bargain at 25x earnings.  This is now
one for the growth and momentum crowd.
     We took a moderate  position  in MGM  Grand,  a company  whose  controlling
shareholder--Kirk  Kerkorian--and  management  we  have  long  admired.  MGM  is
embarked on a significant  expan-

4

<PAGE>

sion  both in Las Vegas and in Atlantic City. We think cash flow,  earnings,
and the stock could  double in the next five years, with minimal long-term risk.
     A  significant   portion  of  our  research  time  is  being  dedicated  to
technology,  a sector that has been  through a  spectacular  decline in the past
nine months. Many stocks are down 60 or 70% from their peaks. Two of the group's
bellwethers,  Motorola and Hewlett  Packard,  reported poor results and suffered
sharp  falls in their  stock  prices a few weeks  ago.  The best  companies  are
usually the last to decline,  and we think bargains have begun to appear in this
group.
     The best  bargain  we  already  own is IBM,  which  we  think  is  absurdly
underpriced in the low $90 range. IBM will probably also report weak results for
the just-ended quarter,  but we are quite optimistic about its prospects.  At 8x
earnings and 4x cash flow,  not much has to go right for it to do quite well for
us.
     We have also begun to build a position in Seagate  Technology,  the leading
producer of disk drives for computers.  The disk drive industry,  while fiercely
competitive,  has consolidated from 55 manufacturers in 1989 to 12 at the end of
June to 11  today.  Hewlett  Packard  announced  they were  dropping  out of the
business when they announced their earnings.  We think Seagate can earn $6.00 in
the next twelve months,  and earn double that amount in four years.  At under 7x
earnings, down over 25 points from its high, it looks like a bargain.
     As always, we appreciate your support and welcome your comments.


                                                        Bill Miller, CFA



July 31, 1996
DJIA 5528.91

Selected Portfolio Performance

      Biggest gainers for the 2nd quarter 1996*
- --------------------------------------------------------------------------------
       1.Dell Computer Corporation                 +51.9%
       2.Nike, Inc.                                +26.5%
       3.Circus Circus Enterprises, Inc.           +21.9%
       4.Reebok International Ltd.                 +21.7%
       5.Philip Morris Companies Inc.              +18.5%
       6.Danaher Corporation                       +17.6%
       7.Coltec Industries Inc.                    +17.5%
       8.PepsiCo, Inc.                             +11.9%
       9.Republic of Argentina
           Floating Rate Bonds
           6.3125% 3-31-05                          +8.3%
         AMBAC Inc.                                 +8.3%


      * Securities held for the entire quarter.

Portfolio Changes

      Securities Added
- --------------------------------------------------------------------------------
MGM Grand, Inc.



Biggest laggers for the 2nd quarter 1996*
- --------------------------------------------------------------------------------
 1. Humana Inc.                              -28.9%
 2. Digital Equipment Corporation            -18.4%
 3. MCI Communications
      Corporation                            -15.3%
 4. International Business Machines
      Corporation                            -10.9%
 5. Philips Electronics N.V.                 -10.3%
 6. Standard Federal Bancorporation           -9.4%
 7. Columbia/HCA Healthcare
      Corporation                             -7.6%
 8. Amgen Inc.                                -7.1%
 9. duPont (E.I.) de Nemours                  -4.7%
10. The Bear Stearns Companies Inc.           -4.5%



Securities Sold
- --------------------------------------------------------------------------------
Chemical Banking Corporation
The Walt Disney Company

                                                                               5

<PAGE>

Portfolio of Investments
Legg Mason Value Trust, Inc.
June 30, 1996  (Unaudited)
      (Amounts in Thousands)              Shares    Value
- --------------------------------------------------------------------------------
Common Stocks and Equity Interests -- 91.8%
      Automotive -- 5.2%
      Chrysler Corporation                  800  $ 49,600
      General Motors Corporation            600    31,425
                                                   81,025

      Banking -- 21.6%
      Bank of Boston Corporation            850    42,075
      BankAmerica Corporation               400    30,300
      Citicorp                              800    66,100
      Fleet Financial Group, Inc.           669    29,108
      Lloyds TSB Group plc                7,623    37,295
      Provident Bankshares Corporation      362    11,933
      The Chase Manhattan Corporation     1,175    82,984
      Zions Bancorporation                  503    36,608
                                                  336,403

      Chemicals -- 1.5%
      duPont (E.I.) de Nemours              300    23,738

      Computer Services and Systems-- 6.9%
      Dell Computer Corporation             925    47,059(A)
      Digital Equipment Corporation         135     6,075(A)
      International Business Machines
        Corporation                         550    54,450
                                                  107,584

      Electrical Equipment -- 1.4%
      Philips Electronics N.V.              675    22,022

      Entertainment -- 3.9%
      Circus Circus Enterprises, Inc.     1,125    46,125(A)
      MGM Grand, Inc.                       370    14,754(A)
                                                   60,879

      Finance -- 15.5%
      Federal Home Loan Mortgage
        Corporation                         500    42,750
      Federal National Mortgage
        Association                       3,200   107,200
      MBNA Corporation                    1,887    53,775
      The Bear Stearns Companies Inc.     1,575    37,209
                                                  240,934

      Food, Beverage and Tobacco-- 6.3%
      PepsiCo, Inc.                         850    30,069
      Philip Morris Companies Inc.          450    46,800
      RJR Nabisco Holdings Corp.            670    20,770
                                                   97,639


      (Amounts in Thousands)             Shares     Value
- --------------------------------------------------------------------------------

      Food Merchandising -- 3.0%
      The Kroger Co.                      1,200 $  47,400(A)

      Footwear -- 6.0%
      Nike, Inc.                            485    49,834
      Reebok International Ltd.           1,279    42,996
                                                   92,830

      Health Care-- 2.3%
      Columbia/HCA Healthcare
        Corporation                         415    22,140
      Humana Inc.                           750    13,406(A)
                                                   35,546

      Insurance -- 2.6%
      AMBAC Inc.                            383    19,964
      MBIA, Inc.                            255    19,858
                                                   39,822

      Manufacturing -- 3.3%
      Danaher Corporation                 1,200    52,200

      Multi-Industry -- 0.9%
      Coltec Industries Inc.                967    13,774(A)

      Pharmaceuticals -- 3.0%
      Amgen Inc.                            400    21,600(A)
      Warner-Lambert Company                450    24,750
                                                   46,350

      Savings and Loan -- 3.0%
      Standard Federal Bancorporation     1,200    46,200

      Telecommunications -- 5.4%
      MCI Communications Corporation        700    17,938
      Nokia Corporation ADS                 650    24,050
      Telefonos de Mexico S.A. ADR        1,283    42,964
                                                   84,952
      Total Common Stocks and Equity
         Interests
         (Identified Cost-- $716,357)           1,429,298

Preferred Equity Redemption Cumulative Stock -- 0.6%
      RJR Nabisco Holdings Corp.
         Series C Depositary Shares
         (Identified Cost-- $9,003)       1,385     9,003

6

<PAGE>

                                      Principal
      (Amounts in Thousands)           Amount       Value
- --------------------------------------------------------------------------------
Sovereign Obligations -- 3.9%
      Republic of Argentina
        Floating Rate Bonds
        6.3125%(B) 3-31-05            $59,400  $   46,406
        Par Bonds
        5.25%(C)   3-31-23             25,000      13,734
      Total Sovereign Obligations
        (Identified Cost-- $37,429)                60,140

U.S. Government Obligation -- N.M.
      United States Treasury Note
        8.125%  2-15-98
        (Identified Cost-- $228)          230         237

Repurchase Agreement -- 4.2%
      Prudential Securities, Inc.
      5.48% dated 6-28-96, to be
      repurchased at $65,781 on
      7-1-96 (Collateral: Federal
      National Mortgage Association
      Mortgage-backed securities,
      $26,882 6.5% due 4-1-09 and
      $42,693 7.0% due 6-1-14,
      value $67,685)
      (Identified Cost-- $65,751)    65,751      65,751

      Total Investments -- 100.5%
        (Identified Cost -- $828,768)           1,564,429
      Other Assets Less Liabilities -- (0.5%)      (7,126)

      Net assets-- 100.0%                      $1,557,303

      Net asset value per share:
        Primary Class                              $27.34
        Navigator Class                            $27.44

   (A) Non-income producing
   (B) The rate of  interest  earned is tied to the  London  Interbank  Offered
       Rate (LIBOR)  and the  coupon  rate shown is the rate as of June 30,
       1996.
   (C) Coupon increases 0.25% annually until April 1, 1999,  thereafter  remains
       fixed at 6.0% until maturity.
  N.M. Not meaningful

                                                                               7



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