LEGG MASON VALUE TRUST INC
N-30D, 1996-11-22
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Investment Adviser                               Report to Shareholders
      Legg Mason Fund Adviser, Inc.             For the Six Months Ended
      Baltimore, MD                                 September 30, 1996

Board of Directors
      Raymond A. Mason, Chairman
      John F. Curley, Jr., President                         The
      Richard G. Gilmore                                 Legg Mason
      Charles F. Haugh                                      Value
      Arnold L. Lehman                           Trust,[Register Mark] Inc.
      Dr. Jill E. McGovern                              Primary Class
      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                    Putting Your Future First
      Washington, DC

Independent Accountants
      Coopers & Lybrand L.L.P.                          [Legg Mason Logo]
      Baltimore, MD                                            FUNDS



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 (bullet) 539 (bullet) 0000

[Recycle Logo] Printed on Recycled Paper
LMF-002
11/96

<PAGE>
To Our Shareholders,

     The Value  Trust's  net asset  value per share  rose from  $27.34 to $29.71
during the quarter ended September 30, 1996. Assuming  reinvestment of the $.042
per share income dividend paid in August, the Trust's total return (appreciation
plus  reinvested  dividends)  during the quarter was 8.8%.  Total returns on the
Value Line index of 1700 stocks and Standard & Poor's 500 stock  composite index
were 1.2% and 3.1%,  respectively,  during the same  period.  In the nine months
through  September  30, the Value  Trust's  total return was 20.9%,  compared to
returns of 9.7% and 13.5% on the Value Line and Standard & Poor's indices.

     Page 2 and 3 of this report contain  information  on the Trust's  long-term
investment  results.  You will note that  $10,000  invested  in the Trust at its
inception  in April,  1982 would have grown to $109,666 by  September  30, 1996,
producing an average  annual  return of 18% over the 141/2 year period.  $10,000
invested  in common  stocks  included  in the Value  Line and  Standard & Poor's
indices  would have grown to $43,573 and $97,602,  respectively,  over that same
period. All figures assume reinvestment of dividends and other distributions.

     Beginning on page 4, Bill Miller, the Trust's portfolio manager,  discusses
the investment outlook.

     Your Board of Directors has approved an income dividend of $.033 per share,
payable on October 30 to shareholders of record on October 25. Most shareholders
will receive this  dividend in the form of additional  shares  credited to their
accounts.

                                   Sincerely,


                                   /s/ John F. Curley, Jr.
                                   John F. Curley, Jr.
                                   President

November 8, 1996


<PAGE>

Performance Information
Legg Mason Value Trust, Inc.

Total Return for One, Five, Ten Years and Life of Fund, as of
September 30, 1996

     The returns shown 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 September 30, 1996 were as follows:

                         Cumulative Total Return
                    ------------------------------------
                    Legg Mason  Value Line      S&P
                    Value Trust    Index    Stock Index
- --------------------------------------------------------

Primary Class:
  One Year           +26.43%     +10.41%     +20.32%
  Five Years        +126.71      +69.02     +102.97
  Ten Years         +234.18     +113.53     +303.43
  Life of Class+    +996.66     +335.73     +876.02
Navigator Class:
  One Year           +27.63%     +10.41%     +20.32%
  Life of Class++    +75.88      +31.40      +56.09

                         Average Annual Total Return
                    ------------------------------------
                    Legg Mason  Value Line      S&P
                    Value Trust    Index    Stock Index
- --------------------------------------------------------
Primary Class:
  One Year           +26.43%     +10.41%     +20.32%
  Five Years         +17.79      +11.07      +15.21
  Ten Years          +12.82       +7.88      +14.97
  Life of Class+     +18.01      +10.71      +17.07
Navigator Class:
  One Year           +27.63%     +10.41%     +20.32%
  Life of Class++    +36.02      +16.06      +27.49

- ----------
+  Primary  Class  inception -- April 16, 1982
++ Navigator  Class  inception -- December 1, 1994


2

<PAGE>

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


                             [Mountain Graph Here]

<TABLE>
<CAPTION>
                       4/16/82   3/31/83   3/31/84   3/31/85   3/31/86   3/31/87   3/31/88
<S><C>
Value of original      10,000    16,160    18,870    23,583    32,556    35,503    32,268
shares purchased
through reinvestment
of capital gain
distributions

Value of shares        10,000    16,400    19,425    24,682    34,510    37,924    34,729
acquired through
reinvestment of
income dividends
</TABLE>


<TABLE>
<CAPTION>

                       3/31/89   3/31/90   3/31/91   3/31/92   3/31/93   3/31/94   3/31/95   3/31/96   9/30/96
<S><C>
Value of original      37,650    39,891    37,701    44,210    50,184    52,789    57,817    82,356     92,875
shares purchased
through reinvestment
of capital gain
distributions

Value of shares        41,109    44,290    43,014    51,414    59,003    62,337    68,427    97,226    109,666
acquired through
reinvestment of
income dividends
</TABLE>


                                                                     3


<PAGE>

Portfolio Manager's Comments


     Your fund rose 8.83% in the third quarter, exceeding the results of general
equity funds,  growth funds,  the Dow Jones and the S&P 500. The comparisons are
as follows:

                               General
                Value   Growth  Equity    S&P    Dow
                Trust   Funds+  Funds+    500   Jones
- --------------------------------------------------------
3 months         8.83%   2.90%   2.61%   3.09%   4.64%
9 months        20.86%  13.42%  13.73%  13.49%  16.95%
1 year          26.43%  15.98%  16.90%  20.32%  25.72%

     With the indices hovering at record round numbers,  6000 on the Dow and 700
on the S&P, the fears that  engulfed the market  during the  correction  in July
have become a distant  memory.  As we indicated in our last letter,  we believed
that those fears--which related to incipient wage inflation--were  misplaced and
that the Federal Reserve had no need to raise interest rates.  When the Fed left
rates  unchanged at its August and September  meetings,  those fears receded and
stocks rallied.
     Most  economists  still  appear  to expect a rate  increase,  only now they
expect it after the election.  They believe the economy is operating so close to
capacity that the risk of inflation  remains high, and that the Fed should raise
rates to insure the economy does not overheat. We continue to disagree. We think
the  economy  is  slowing,  and that the risk to  stocks  is not an  overheating
economy and rising inflation, but an economy that weakens unexpectedly.  This is
not an outcome we expect, but we believe it more likely than the alternative.
     The number and variety of quality  companies having earnings  difficulties,
such as AT&T, Motorola,  Kellogg, Hewlett Packard,  Whirlpool,  Albertson's (the
list could be  expanded  but you get the  drift),  presages,  we think,  broader
difficulty in achieving  profitable growth. Most companies have gone through the
downsizing and  restructuring  that has been so much in the news.  Cost cutting,
coupled with solid  economic  growth,  has resulted in strong profit  increases,
high returns on equity, and record cash generation for the S&P 500.
     Going  forward,  however,  we think growth for many  companies will be much
harder to achieve.  It will have to be fueled by new products and volume growth,
not cost cutting and certainly not price  increases.  The  consequences of a low
inflation,  low nominal growth environment will become evident as the ability to
further wring out costs becomes more difficult.
     Consumer  spending  makes up two thirds of GDP and is the primary driver of
economic  growth.  With  unemployment  low and consumer  confidence  high,  many
economists  think  the  consumer  will  continue  to fuel  above  trend  growth.
Demographics and debt augur otherwise. The number of people turning 25 years old
drops sharply next year and for several years thereafter. This demographic group
is closely  correlated  with  household  formations  and  spending  on  consumer
durables.  Moreover,  personal consumption  expenditures' growth has outstripped
income  growth for most of the past 4 years,  leaving the average  consumer with
near  record  debt.  Reported  bankruptcies  are up  sharply,  and  credit  card
delinquencies were also rising before declining in the second quarter.
     The 76 million  baby  boomers are now mostly in their 40s and have begun to
reduce their spending and increase their savings for retirement.  We think these
factors will lead to subdued consumer spending,  sluggish growth, and increasing
earnings  difficulties  over the next year or so. We do not expect an end to the
expansion, just a deceleration from above trend to below trend growth.
     Earnings  have been the elan  vital of this bull  market  since the lows in
October  1990.  Whenever  earnings have  flagged,  interest  rates have dropped,
simultaneously   providing   valuation   support  to  the  market  and   raising
expectations  about future earnings.  There is still considerable room for short
rates to decline if the economy  begins to sag,  and some room for long rates to
come down.  But the bulk of the interest rate driven moves we have  periodically
experienced since the secular peak in rates in 1981 have about run their course.
     The slow growth,  low  inflation  environment  of the past 6 years has been
accompanied by a little noticed,  but extremely important trend:  decline in the
volatility  of  most  economic  data.


+As measured by Lipper Analytical Services, Inc.

4

<PAGE>

Volatility  is  important  because  it is associated with risk. Many academics
believe that it is the same thing as risk, at least  insofar as stock prices are
concerned.  (Risk is the subject of Peter Bernstein's wonderful new book,
Against the Gods: The Remarkable Story of Risk.)
     The  generation  of investors  who entered the markets after the late 1960s
grew up with volatility. Interest rates soared then crashed, inflation went from
3% to double digits and back to 3%. Stocks collapsed in the '70s,  soared in the
'80s,  crashed in '87 and now have moved back to record highs.  Farmland prices,
oil, Latin debt and  currencies,  all have exhibited  high  volatility  over the
years.  That began to change  this  decade.  One of the  reasons we went 6 years
without a 10%  correction  in stocks was because the economy grew  steadily with
low volatility.  Stock price volatility in this decade has been among the lowest
on record.
     Recent U.S.  inflation  volatility has been only  one-quarter of that which
existed in the late 1980s and one-third that of the early 1990s.  The volatility
of inflation is now at 30 year lows.  Changes in commodity price volatility have
led to changes in inflation volatility  consistently since 1971. Commodity price
volatility  is at 27 year  lows  and  remains  in a  downward  trend.  Inflation
volatility is thus not likely to reverse soon.
     The low  volatility  of  inflation  has led to  record  low  volatility  in
short-term  interest rates. We think it will soon extend to long rates,  much to
the consternation of bond traders, for whom volatility provides a livelihood.
     Most  importantly for equity  investors,  the volatility of economic growth
has declined.  For all the ink spilled about its direction and growth rate,  the
U.S.  economy has had only 8 months of  recession  since 1982.  This is in sharp
contrast to the  familiar  boom and bust  pattern  usually  coinciding  with the
Presidential  election  cycle.  The  economy  now  appears  to be on a  path  of
moderate, sustained growth. This has important implications for stock selection.
     Many  investors  think about  investing in relation to the economic  cycle.
Retailers,  apparel,  and autos are so-called  early cycle stocks,  while paper,
chemicals, and steels are late cycle companies. Food, beverages, and drug stocks
are  defensive  names;  you are  supposed to own them when the economy is on the
brink of  recession.  If the  economy  is  becoming  much less  cyclical,  as we
believe,  all this  rotation  from one stock group to another  becomes much less
effective, even counterproductive.
     We think the move to low economic volatility will be with us for some time.
Careful  attention to valuation  and stock  selection  will be the keys to above
average results.
     With only 8 months of recession in 15 years,  unemployment down,  inflation
at 30 year lows,  and the deficit half what it was 4 years ago,  the  population
should be basking in prosperity's glow. Growth has been the exception throughout
most of recorded human history,  as the Nobel laureate Douglas North has pointed
out. One would think  people  would notice when the economy has been  performing
unusually well. But not so.
     In a fine  article  called "A Nation  that Poor  Mouths  Its Own Boom," the
Washington Post (October 13, 1996) reported the following:
     "The  average  American  thinks the number of jobless is four times  higher
than it actually is. Nearly 1 in 4 believes the current  unemployment  rate tops
25%--the  proportion  of  Americans  . . . out of work at the worst of the Great
Depression.  They  believe  prices are rising four times faster than they really
are and that the federal budget deficit is higher,  not lower,  than it was five
years ago. And 7 in 10 say there are fewer jobs than there were five years ago."
     It may be that this  cognitive  dissonance  accounts for the pessimism that
habitually  surrounds  the stock  market,  at least among the pundits  quoted so
often in the press. If people really have the beliefs the Post  describes,  they
must surely be surprised when the market does well. They would probably  believe
that the market is significantly overvalued and that a bear market is imminent.
     Bear markets happen when things go wrong in the economy:  profits  decline,
inflation  increases,  interest rates rise, etc. If these things happen,  stocks
will undoubtedly come under pressure.  There is little evidence that the economy
is on other than a moderate growth trajectory. If that is

                                                                        5

<PAGE>

so, then stocks should continue to provide acceptable returns.
     We think,  though,  that after nearly two years of dramatically above trend
results,  stock returns will moderate over the next year or so.  Profits look to
be up in the single  digits next year and we think it likely stock  returns will
track profits growth.  Reasonable expectations for the market are for returns of
8-10%,  including  dividends.  If this is right,  we would  hope to do  somewhat
better,  since the  companies in our portfolio  trade at large  discounts to the
market,  while  having  what  we  believe  to be  above  average  profit  growth
potential.
     Portfolio  activity  was light in the  quarter.  We  continued to build our
position in Seagate  Technology that we mentioned in last quarter's letter.  The
shares were purchased at under 7x our estimate of 1997 earnings for the largest,
most profitable company in an industry experiencing strong demand. The stock has
already  moved up nicely,  but we continue to expect it to perform well over the
next few years.  We sold duPont,  which  reached our target  price,  and Digital
Equipment,  which has seen its business  come under renewed  pressure.  We had a
nice gain in DEC and redeployed the funds into Seagate.
     As always, we appreciate your support and welcome your comments.

                                                              Bill Miller, CFA

November 4, 1996
DJIA 6041.68

6

<PAGE>


Legg Mason Value Trust, Inc.

Selected Portfolio Performance

Biggest gainers for the 3rd quarter 1996*
- --------------------------------------------------------------
 1. Dell Computer Corporation                +52.8%
 2. International Business Machines
      Corporation                            +25.8%
 3. MBNA Corporation                         +21.9%
 4. Zions Bancorporation                     +21.6%
 5. Lloyds TSB Group plc                     +20.9%
 6. Warner-Lambert Company                   +20.0%
 7. Nokia Corporation ADS                    +19.6%
 8. Standard Federal Bancorporation          +18.8%
 9. Nike, Inc.                               +18.2%
10. Bank of Boston Corporation               +16.9%


* Securities held for the entire quarter.



Biggest laggers for the 3rd quarter 1996*
- --------------------------------------------------------------
 1. PepsiCo, Inc.                            -20.1%
 2. RJR Nabisco Holdings Corp.
      Series C Depositary Shares             -17.3%
 3. RJR Nabisco Holdings Corp.               -16.1%
 4. Circus Circus Enterprises, Inc.          -13.7%
 5. Philip Morris Companies Inc.             -13.7%
 6. General Motors Corporation                -8.4%
 7. Chrysler Corporation                      -7.7%
 8. Danaher Corporation                       -4.9%
 9. Telefonos de Mexico S.A. ADR              -4.1%
10. The Bear Stearns Companies Inc.           -1.6%


Portfolio Changes

Securities Added
- --------------------------------------------------------------
Seagate Technology, Inc.


Securities Sold
- --------------------------------------------------------------
duPont (E.I.) de Nemours
Digital Equipment Corporation

                                                                7

<PAGE>


Statement of Net Assets
Legg Mason Value Trust, Inc.
September 30, 1996  (Unaudited)




      (Amounts in Thousands)              Shares    Value
- ----------------------------------------------------------
Common Stocks and Equity Interests -- 91.2%
      Automotive -- 5.4%
      Chrysler Corporation                1,600  $ 45,800
      General Motors Corporation            600    48,000
                                                 --------
                                                   93,800
                                                 --------
      Banking -- 22.1%
      Bank of Boston Corporation            850    49,194
      BankAmerica Corporation               400    32,850
      Citicorp                              800    72,500
      Fleet Financial Group, Inc.           669    29,777
      Lloyds TSB Group plc                7,716    45,649
      Provident Bankshares Corporation      362    12,792
      The Chase Manhattan Corporation     1,175    94,147
      Zions Bancorporation                  503    44,533
                                                 --------
                                                  381,442
                                                 --------

      Computer Services and Systems -- 11.6%
      Dell Computer Corporation             925    71,919(A)
      International Business Machines
        Corporation                         650    80,925
      Seagate Technology, Inc.              850    47,494(A)
                                                 --------
                                                  200,338
                                                 --------

      Electrical Equipment -- 1.5%
      Philips Electronics N.V.              725    26,009
                                                 --------

      Entertainment -- 5.4%
      Circus Circus Enterprises, Inc.     2,000    70,750(A)
      MGM Grand, Inc.                       550    23,238(A)
                                                 --------
                                                   93,988
                                                 --------
      Finance -- 15.2%
      Federal Home Loan Mortgage
        Corporation                         500    48,937
      Federal National Mortgage
        Association                       3,200   111,600
      MBNA Corporation                    1,887    65,568
      The Bear Stearns Companies Inc.     1,575    36,619
                                                 --------
                                                  262,724
                                                 --------
      Food, Beverage and Tobacco -- 4.7%
      PepsiCo, Inc.                         850    24,013
      Philip Morris Companies Inc.          450    40,388
      RJR Nabisco Holdings Corp.            670    17,420
                                                 --------
                                                   81,821




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

      Food Merchandising -- 3.1%
      The Kroger Co.                      1,200 $  53,700(A)
                                                ---------
      Footwear -- 1.8%
      Nike, Inc.                             80     9,720
      Reebok International Ltd.             637    22,122
                                                ---------
                                                   31,842
                                                ---------

      Health Care-- 0.9%
      Humana Inc.                           750    15,189(A)
                                                ---------

      Hospital Management-- 1.4%
      Columbia/HCA Healthcare
        Corporation                         415    23,592
                                                ---------

      Insurance -- 2.5%
      AMBAC Inc.                            383    21,352
      MBIA, Inc.                            255    21,866
                                                ---------
                                                   43,218
                                                ---------

      Manufacturing -- 2.9%
      Danaher Corporation                 1,200    49,650
                                                ---------

      Multi-Industry -- 0.9%
      Coltec Industries Inc.                967    15,466(A)
                                                ---------

      Pharmaceuticals -- 3.2%
      Amgen Inc.                            400    25,250(A)
      Warner-Lambert Company                450    29,700
                                                ---------
                                                   54,950
                                                ---------

      Savings and Loan -- 3.2%
      Standard Federal Bancorporation     1,200    54,900
                                                ---------

      Telecommunications -- 5.4%
      MCI Communications Corporation        800    20,500
      Nokia Corporation ADS                 700    30,975
      Telefonos de Mexico S.A. ADR        1,283    41,200
                                                ---------
                                                   92,675
                                                ---------
      Total Common Stocks and Equity
         Interests
         (Identified Cost-- $772,654)           1,575,304
- ----------------------------------------------------------

      Preferred Shares -- 0.4%
      RJR Nabisco Holdings Corp.


         Series C Depositary Shares
         (Identified Cost-- $9,003)       1,385     7,443
- ----------------------------------------------------------

8

<PAGE>


                                      Principal
(Amounts in Thousands)                 Amount       Value
- ----------------------------------------------------------
Sovereign Obligations -- 3.8%
      Republic of Argentina
        Floating Rate Bonds
        6.625%(B)  3-31-05            $59,400  $   49,821
        Par Bonds
        5.25%(C)   3-31-23             25,000      14,625
                                               ----------
      Total Sovereign Obligations
        (Identified Cost-- $37,429)                64,446
- ----------------------------------------------------------

U.S. Government Obligation -- N.M.
      United States Treasury Note
        8.125%     2-15-98
        (Identified Cost-- $228)          230         235
- ----------------------------------------------------------
Repurchase Agreement -- 4.3%
      Prudential Securities, Inc.
        5.75% dated 9-30-96, to be
        repurchased at $73,825 on
        10-1-96 (Collateral: $80,300
        Federal National Mortgage
        Association Mortgage-backed
        securities, 7.0% due 2-1-26,
        value $75,792)
        (Identified Cost-- $73,814)    73,814      73,814
- ----------------------------------------------------------
      Total Investments -- 99.7%
        (Identified Cost -- $893,128)           1,721,242
      Other Assets Less Liabilities -- 0.3%         5,893
                                               ----------
      Net assets-- 100.0%                      $1,727,135
                                               ----------




(Amounts in Thousands)
- ----------------------------------------------------------
Net Assets Consisting of:
Accumulated paid-in capital
  applicable to:
  56,082 Primary shares
    outstanding                    $  802,080
   2,050 Navigator shares
    outstanding                        40,002
Undistributed net investment
  income                                2,072
Undistributed net realized gain
  on investments                       54,867
Unrealized appreciation of
  investments                         828,114
                                   ----------
Net assets-- 100.0%                            $1,727,135
                                               ==========

Net asset value per share:
  Primary Class                                    $29.71
                                                   ======
  Navigator Class                                  $29.81
                                                   ======



(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 September 30,
     1996.
(C)  Coupon increases 0.25% annually until April 1, 1999,  thereafter  remains
     fixed at 6.0% until maturity.
N.M. Not meaningful
     See notes to financial statements.


                                                               9


<PAGE>

Statement of Operations
Legg Mason Value Trust, Inc.
For the Six Months Ended September 30, 1996  (Unaudited)

      (Amounts in Thousands)
- --------------------------------------------------------------------------------
Investment Income:
        Dividends (net of foreign taxes withheld of $206)     $ 14,136
        Interest                                                 4,159
                                                              --------
          Total investment income                                       $ 18,295

Expenses:
        Investment advisory fee                                  5,727
        Distribution and service fees                            7,193
        Transfer agent and shareholder servicing expense           434
        Custodian fee                                              171
        Reports to shareholders                                    107
        Registration fees                                           77
        Legal and audit fees                                        74
        Directors' fees                                              8
        Other expenses                                              43
                                                              --------
                                                                13,834
          Less expenses reimbursed                                 (40)
                                                              --------
          Total expenses, net of reimbursement                            13,794
                                                                        --------
      Net Investment Income                                                4,501

Net Realized and Unrealized Gain on Investments:
        Realized gain on investments                            54,862
        Increase in unrealized appreciation of investments     133,840
                                                              --------
      Net Realized and Unrealized Gain on Investments                    188,702
- --------------------------------------------------------------------------------
      Increase in Net Assets Resulting from Operations                  $193,203
                                                                        ========

See notes to financial statements.


10


<PAGE>

Statement of Changes in Net Assets
Legg Mason Value Trust, Inc.


<TABLE>
<CAPTION>

                                                                         For the              For the
                                                                    Six Months Ended        Year  Ended
      (Amounts in Thousands)                                       September 30, 1996     March 31, 1996
- ---------------------------------------------------------------------------------------------------------
                                                                     (Unaudited)
<S><C>
Change in Net Assets:
      Net investment income                                          $    4,501             $   10,667
      Net realized gain on investments                                   54,862                 57,010
      Increase in unrealized appreciation of investments                133,840                369,425
                                                                     ----------             ----------
      Increase in net assets resulting from operations                  193,203                437,102

      Distributions to shareholders from:
        Net investment income:
          Primary Class                                                  (5,791)                (8,750)
          Navigator Class                                                  (480)                  (745)
        Net realized gain on investments:



          Primary Class                                                 (29,899)               (62,321)
          Navigator Class                                                (1,093)                (2,262)
      Increase in net assets from Fund share transactions:
          Primary Class                                                  64,815                114,171
          Navigator Class                                                 3,274                  3,067
                                                                     ----------             ----------
      Increase in net assets                                            224,029                480,262

Net Assets:
      Beginning of period                                             1,503,106              1,022,844
- ---------------------------------------------------------------------------------------------------------
      End of period (including undistributed net investment income
        of $2,072 and $3,842, respectively)                          $1,727,135             $1,503,106
                                                                     ==========             ==========

</TABLE>

      See notes to financial statements.


                                                                            11


<PAGE>


Financial Highlights+
Legg Mason Value Trust, Inc.

     Contained below is per share operating  performance  data for a share of
common stock outstanding,  total investment  return,  ratios to average net
assets and other  supplemental data. This information has been derived from
information provided in the financial statements.


<TABLE>
<CAPTION>

                                                         Primary Class                               Navigator Class
                              For the Six                                                      For the Six   For the Years
                              Months Ended             For the Years Ended March 31,          Months Ended  Ended March 31,
                             Sept. 30, 1996  1996      1995       1994        1993      1992  Sept. 30, 1996  1996   1995(A)
- ---------------------------------------------------------------------------------------------------------------------------
                               (Unaudited)                                                      (Unaudited)
<S><C>
Per Share Operating Performance:
      Net asset value, beginning
        of period                $26.99     $20.21    $18.50     $17.81      $15.69     $13.38    $27.08    $20.27    $18.76
- ----------------------------------------------------------------------------------------------------------------------------
      Net investment income        0.07       0.19      0.10       0.08        0.18       0.25      0.21      0.43      0.12
      Net realized and unrealized
         gain on investments       3.32       8.00      1.70       0.92        2.12       2.34      3.32      8.02      1.40
- ----------------------------------------------------------------------------------------------------------------------------
      Total from investment
        operations                 3.39       8.19      1.80       1.00        2.30       2.59      3.53      8.45      1.52
- ----------------------------------------------------------------------------------------------------------------------------
      Distributions to share-
        holders from:
        Net investment income     (0.11)     (0.17)    (0.05)     (0.11)      (0.18)     (0.28)    (0.24)    (0.40)    (0.01)
        Net realized gain on
          investments             (0.56)     (1.24)    (0.04)     (0.20)        --         --      (0.56)    (1.24)      --
- ----------------------------------------------------------------------------------------------------------------------------
      Total distributions         (0.67)     (1.41)    (0.09)     (0.31)      (0.18)     (0.28)    (0.80)    (1.64)    (0.01)
- ----------------------------------------------------------------------------------------------------------------------------
      Net asset value, end of
        period                   $29.71     $26.99    $20.21     $18.50      $17.81     $15.69    $29.81    $27.08    $20.27
- ----------------------------------------------------------------------------------------------------------------------------
      Total return                12.80%(B)  42.09%     9.77%      5.65%      14.76%     19.53%    13.35%(B) 43.53%    8.11%(B)

Ratios/Supplemental Data:
      Ratios to average net assets:
        Expenses                   1.80%(C)   1.82%     1.81%      1.82%       1.86%      1.90%     0.80%(C)  0.82%    0.82%(C)
        Net investment income       0.5%(C)    0.8%      0.5%       0.5%       1.1%       1.7%       1.5%(C)   1.8%     1.8%(C)
      Portfolio turnover rate      17.0%(C)   19.6%     20.1%      25.5%      21.8%      39.4%      17.0%(C)  19.6%    20.1%


      Average commission
       rate paid(D)             $0.0540        --        --         --         --         --     $0.0540       --       --
      Net assets, end of
       period (in thousands) $1,666,009 $1,450,774  $986,325   $912,418   $878,394   $745,833    $61,126   $52,332  $36,519

</TABLE>

+   All  share  and per  share  figures  reflect  the  2-for-1  stock  split
    effective July 29, 1991.
(A) For the period  December 1, 1994  (commencement of Navigator  Class) to
    March 31,  1995.
(B) Not annualized
(C) Annualized
(D) Pursuant to SEC  regulations  effective for fiscal years  beginning  after
    September 1, 1995, this is the average  commission rate paid on securities
    purchased and sold by the Fund.
See notes to financial statements.

12

<PAGE>


Notes to Financial Statements
Legg Mason Value Trust, Inc.


(Amounts in Thousands)  (Unaudited)
- -------------------------------------------------------------------------------
1. Significant Accounting Policies:
           The Legg Mason Value Trust, Inc. ("Fund") is registered under the
      Investment Company Act of 1940, as amended, as an open-end, diversified
      investment company.
           The Fund consists of two classes of shares:  Primary  Class,  offered
      since  1982,  and  Navigator  Class,  offered  to  certain   institutional
      investors  since  December  1, 1994.  Expenses  of the Fund are  allocated
      proportionately to the two classes of shares except for 12b-1 distribution
      fees,  which are charged only on Primary  shares,  and transfer  agent and
      shareholder  servicing expenses,  which are determined separately for each
      class.

      Security Valuation
           Securities traded on national securities  exchanges are valued at the
      last  quoted  sales  price.   Over-the-counter   securities,   and  listed
      securities  for which no sales price is available,  are valued at the mean
      between the latest bid and asked prices.  Short-term securities are valued
      at  cost  which,   when   combined  with  accrued   interest   receivable,
      approximates current value.

      Dividends and Distributions to Shareholders
           Net investment income for dividend purposes consists of dividends and
      interest  earned,  less expenses.  Dividend  income and  distributions  to
      shareholders  are recorded on the  ex-dividend  date.  Interest income and
      expenses are recorded on the accrual basis. Net capital gain distributions
      are declared and paid after the end of the tax year in which the gains are
      realized.

      Security Transactions
           Security  transactions are recorded on the trade date. Realized gains
      and losses from security  transactions  are reported on an identified cost
      basis. At September 30, 1996,  $525 was payable for investments  purchased
      but not yet received.

      Repurchase Agreements
           All  repurchase  agreements are fully  collateralized  by obligations
      issued by the U.S.  government  or its agencies and such  collateral is in
      the  possession  of the  Fund's  custodian.  The value of such  collateral
      includes accrued interest. Risks arise from the possible delay in recovery
      or  potential  loss of rights in the  collateral  should the issuer of the
      repurchase agreement fail financially.

      Federal Income Taxes
           No provision for federal income or excise taxes is required since the
      Fund intends to continue to qualify as a regulated  investment company and
      distribute all of its taxable income to its shareholders.

      Use of Estimates
           The  preparation  of the  financial  statements  in  accordance  with
      generally  accepted  accounting  principles  requires  management  to make
      estimates and assumptions that affect the reported amounts and disclosures
      in the  financial  statements.  Actual  results  could  differ  from those
      estimates.

2. Investment Transactions:
           Investment  transactions  for the six months ended September 30, 1996
      (excluding short-term securities) were as follows:

      Purchases                        $164,278
      Proceeds from sales               147,626


           At September 30, 1996,  the cost of securities for federal income tax
      purposes was $893,128.  Aggregate gross  unrealized  appreciation  for all
      securities  in  which  there  was an  excess  of  value  over tax cost was
      $838,548 and aggregate gross unrealized depreciation for all securities in
      which there was an excess of tax cost over value was $10,434.

                                                                             13

<PAGE>

Notes to Financial Statements--Continued
Legg Mason Value Trust, Inc.


3. Fund Share Transactions:
           At September 30, 1996, there were 100,000 shares  authorized at $.001
      par value for all classes of the Fund. Transactions in Fund shares were as
      follows:
                           For the            For the
                      Six Months Ended      Year Ended
                     September 30, 1996   March 31, 1996
                     ---------------------------------------------
      Primary Class    Shares   Amount   Shares    Amount
- ------------------------------------------------------------------
      Sold             5,303  $146,758   15,216  $311,427
      Reinvestment of
        distributions  1,300    35,175    3,120    70,153
      Repurchased     (4,275) (117,118) (11,393) (267,409)
- ------------------------------------------------------------------
      Net increase     2,328  $ 64,815    4,943  $114,171
==================================================================

                           For the            For the
                      Six Months Ended      Year Ended
                     September 30, 1996   March 31, 1996
- ------------------------------------------------------------------
      Navigator Class  Shares   Amount   Shares   Amount
- ------------------------------------------------------------------
      Sold               188   $ 5,275      262  $ 6,350
      Reinvestment of
        distributions     58     1,566      133    3,006
      Repurchased       (128)   (3,567)    (265)  (6,289)
- ------------------------------------------------------------------
      Net increase       118   $ 3,274      130  $ 3,067
==================================================================

4. Transactions with Affiliates:
           The Fund has an investment  advisory and  management  agreement  with
      Legg Mason Fund Adviser, Inc.  ("Adviser"),  a corporate affiliate of Legg
      Mason Wood Walker,  Incorporated  ("Legg Mason"), a member of the New York
      Stock Exchange and the distributor for the Fund. Under this agreement, the
      Adviser  provides  the  Fund  with  investment  advisory,  management  and
      administrative services for which the Fund pays a fee at an annual rate of
      1% of average  daily net assets of the Fund for the first $100  million of
      average daily net assets, 0.75% of such assets between $100 million and $1
      billion and 0.65% of such assets in excess of $1 billion, calculated daily
      and payable  monthly.  At September 30, 1996, $994 was due to the Adviser.
      The agreement with the Adviser  provides that an expense  reimbursement be
      made to the Fund for audit fees and compensation of the Fund's independent
      directors.
           Legg  Mason,   as  distributor  of  the  Fund,   receives  an  annual
      distribution  fee of  0.70%  and an  annual  service  fee of  0.25% of the
      Primary  Class'  average  daily net assets,  calculated  daily and payable
      monthly.  At September 30, 1996,  $1,259 was due to the distributor.  Legg
      Mason also has an agreement with the Fund's  transfer agent to assist with
      certain of its duties.  For this  assistance,  Legg Mason was paid $183 by
      the  transfer  agent for the six  months  ended  September  30,  1996.  No
      brokerage commissions were paid to Legg Mason or its affiliates during the
      six months ended September 30, 1996.
           In  November  1995,  the Fund,  along with  certain  other Legg Mason
      Funds,  entered into a $75 million line of credit ("Credit  Agreement") to
      be utilized as an emergency source of cash in the event of  unanticipated,
      large  redemption  requests  by  shareholders.   Pursuant  to  the  Credit
      Agreement,  each  participating  Fund is  liable  only for  principal  and
      interest  payments  related to  borrowings  made by that Fund.  Borrowings
      under the line of credit bear interest at prevailing  short-term  interest
      rates.  For the six  months  ended  September  30,  1996,  the Fund had no
      borrowings under the line of credit.

14




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