<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-8529
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, MD 21203-1476
(Address of principal executive offices) (Zip code)
(410) 539-0000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
13,975,303 shares of Common Stock as of the close of business on
November 1, 1995.
<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
LEGG MASON, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(in thousands of dollars)
September 30,1995 March 31,1995
(Unaudited)
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 113,333 $ 59,823
Cash and securities segregated for
regulatory purposes 57,700 30,528
Resale agreements 13,954 63,960
Receivable from customers 343,417 306,004
Securities borrowed 170,534 120,402
Securities owned, at market value 130,188 51,890
Investment securities, at market value 15,102 19,589
Property and equipment,net 29,731 25,871
Intangible assets 68,863 72,463
Other 81,363 66,128
---------- --------
$1,024,185 $816,658
========== ========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Liabilities:
Payable to customers $ 365,889 $320,830
Payable to brokers and dealers 14,621 3,929
Securities loaned 112,720 104,304
Short-term borrowings 100,607 -
Securities sold, but not yet purchased,
at market value 21,778 6,362
Accrued compensation 28,668 15,866
Other 35,741 36,427
---------- --------
680,024 487,718
---------- --------
Subordinated liabilities 68,000 102,487
---------- --------
Stockholders' equity:
Common stock 1,397 1,225
Additional paid-in capital 115,167 79,591
Retained earnings 159,309 145,279
Net unrealized appreciation on
investment securities 288 358
---------- --------
276,161 226,453
---------- --------
$1,024,185 $816,658
========== ========
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE> 3
<TABLE>
<CAPTION>
LEGG MASON, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands of dollars, except per share amounts)
(Unaudited)
Three Months Six Months
Ended September 30, Ended September 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Revenues:
Commissions $ 41,063 $ 29,364 $ 77,942 $ 58,555
Principal transactions 15,765 13,271 32,696 27,030
Investment advisory and related fees 31,466 20,953 60,247 40,454
Investment banking 9,996 8,368 19,150 21,297
Interest 13,678 9,204 25,818 17,225
Other 7,925 7,292 15,361 13,726
-------- -------- -------- --------
119,893 88,452 231,214 178,287
-------- -------- -------- --------
Expenses:
Compensation and benefits 68,447 51,905 131,361 105,077
Occupancy and equipment rental 8,560 7,193 17,153 14,336
Communications 6,307 6,167 13,146 12,146
Floor brokerage and clearing fees 1,319 1,173 2,653 2,447
Interest 5,996 3,940 11,843 7,553
Other 13,635 12,722 26,169 23,037
-------- -------- -------- --------
104,264 83,100 202,325 164,596
-------- -------- -------- --------
Earnings Before Income Taxes 15,629 5,352 28,889 13,691
Income taxes 6,396 2,251 11,829 5,587
-------- -------- -------- --------
Net Earnings $ 9,233 $ 3,101 $ 17,060 $ 8,104
======== ======== ======== ========
Earnings per common share:
Primary $ .67 $ .25 $ 1.28 $ .65
Fully diluted $ .56 $ .23 $ 1.06 $ .57
Average number of common shares
outstanding:
Primary 13,741 12,518 13,289 12,451
Fully diluted 17,216 16,739 17,199 16,672
Dividends declared per common share $ .12 $ .11 $ .23 $ .21
Book value per common share $ 19.77 $ 18.08 $ 19.77 $ 18.08
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE> 4
<TABLE>
<CAPTION>
LEGG MASON, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of dollars)
(Unaudited)
Six Months
Ended September 30,
1995 1994
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 17,060 $ 8,104
Noncash items included in earnings:
Depreciation and amortization 6,931 4,590
Loss on sale of investment securities - 124
-------- --------
23,991 12,818
(Increase) decrease in assets:
Cash and securities segregated for regulatory
purposes (27,172) 65,117
Receivable from customers (37,413) (34,016)
Securities borrowed (50,132) 38,837
Securities owned (78,298) ( 8,107)
Other (15,728) ( 434)
Increase(decrease) in liabilities:
Payable to customers 45,059 (20,795)
Payable to brokers and dealers 10,692 52
Securities loaned 8,416 (53,642)
Securities sold, but not yet purchased 15,416 2,570
Accrued compensation 12,802 242
Other (965) ( 7,548)
-------- --------
CASH USED FOR OPERATING ACTIVITIES (93,332) ( 4,906)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for:
Property and equipment (6,893) (8,510)
Intangible assets (298) ( 221)
Net decrease in resale agreements 50,006 1,075
Purchases of investment securities - (28,863)
Proceeds from sales of investment securities 4,371 31,874
-------- --------
CASH PROVIDED BY(USED FOR) INVESTING ACTIVITIES 47,186 ( 4,645)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in short-term borrowings 100,607 59,015
Repayment of subordinated liabilities (69) -
Issuance of common stock 1,819 1,182
Repurchase of common stock - (140)
Dividends paid (2,701) (2,388)
-------- --------
CASH PROVIDED BY FINANCING ACTIVITIES 99,656 57,669
-------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS 53,510 48,118
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 59,823 40,208
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $113,333 $ 88,326
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE> 5
LEGG MASON, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of dollars)
September 30, 1995
(Unaudited)
1. Interim Basis of Reporting:
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with the instructions
for Form 10-Q and, therefore, do not include all information and
notes required by generally accepted accounting principles for
complete financial statements. The interim financial statements
have been prepared utilizing the interim basis of reporting and, as
such, reflect all adjustments (consisting only of normal recurring
adjustments) which are, in the opinion of management, necessary for
a fair presentation of the results for the periods presented. The
nature of the Company's business is such that the results of any
interim period are not necessarily indicative of results for a full
year.
2. Net Capital Requirements:
The Company's broker-dealer subsidiaries are subject to the
Securities and Exchange Commission's Uniform Net Capital Rule. The
Rule provides that equity capital may not be withdrawn or cash
dividends paid if resulting net capital would fall below specified
levels. As of September 30, 1995, the broker-dealer subsidiaries
had aggregate net capital, as defined, of $93,443 which exceeded
required net capital by $84,314.
3. Legal Proceedings:
The Company and its subsidiaries have been named as defendants
in various legal actions arising primarily from securities and
investment banking activities, including certain class actions
which primarily allege violations of securities laws and seek
unspecified damages which could be substantial. While the ultimate
resolution of these actions cannot be currently determined, in the
opinion of management, after consultation with legal counsel, the
actions will be resolved with no material adverse effect on the
consolidated financial statements of the Company.
4. Supplemental Cash Flow Information:
Interest payments were $11,960 in 1995 and $7,397 in 1994.
Income tax payments were $12,344 in 1995 and $7,001 in 1994.
<PAGE> 6
5. Convertible Subordinated Debenture Redemption:
On July 26, 1995, the Company called for redemption on August
25, 1995 the $34.5 million aggregate principal amount outstanding
of its 7% Convertible Subordinated Debentures due June15, 2011
(the "Debentures").
Substantially all holders converted their Debentures into
45.96 shares of Common Stock of Legg Mason for each $1 thousand
principal amount of Debentures (based on the conversion price of
$21.76 per share of Common Stock) for a total issuance of 1,581,939
new common shares. Cash was paid in lieu of fractional shares.
6. Litigation Settlement Charge:
Other expense for the quarter and six months ended September
30, 1994, includes a charge of $2,000 ($950 after tax) related to
the proposed settlement of class action litigation arising from
taxable municipal bond offerings underwritten in 1986 by one of the
Company's subsidiaries. See "Part II. Other Information--Item 1.
Legal Proceedings" for further discussion related to this matter.
7. Subsequent Event:
On October 23, 1995, the Company signed a definitive merger
agreement to acquire Bartlett & Co., an investment advisory firm,
for approximately $37.1 million to be paid in the form of Company
common stock. The number of shares to be issued will be determined
on the basis of the average market price of such stock during the
ten trading days prior to closing (the "Average Market Price").
If the Average Market Price is less than $27, it will be deemed to be $27,
and if it is greater than $33, it will be deemed to be $33. The Company
will have the right to terminate the agreement if the Average Market Price
is greater than $36 and Bartlett will have the right to terminate the
agreement if the Average Market Price is less than $24. The merger is
expected to be completed in January 1996 and will be accounted for as a
pooling of interests.
8. Recent Accounting Development:
In October 1995, the Financial Accounting Standards Board
issued Statement No. 123, "Accounting for Stock-Based
Compensation". Statement No. 123 is effective for fiscal years
beginning after December 15, 1995. The Company is currently
evaluating the provisions of Statement No. 123, and has yet to
quantify the impact, if any, on its financial statements.
<PAGE> 7
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial Condition
RESULTS OF OPERATIONS
During the Company's second quarter and six months ended September
30, 1995, the securities industry benefitted from higher securities
transaction volume, rising equity markets and declining interest
rates as compared to the unfavorable market conditions experienced
during the corresponding periods of the prior year.
Quarter Ended September 30, 1995 Compared to Quarter Ended
September 30, 1994
In the second fiscal quarter ended September 30, 1995, the
Company's net earnings increased 198% to $9.2 million from $3.1
million in the prior year's quarter. Revenues rose 36% to $119.9
million from $88.5 million. Primary earnings per share were $.67,
up 168% from $.25. Fully diluted earnings per share increased 143%
to $.56 from $.23.
Commission revenues rose 40% to $41.1 million because of increased
sales of listed and over-the-counter securities and non-affiliated
mutual funds.
Revenues from principal transactions rose 19% to $15.8 million,
mainly because of higher sales of over-the-counter stocks and
corporate bonds and higher trading profits on firm proprietary
positions.
Investment advisory and related fees were 50% higher than in the
corresponding quarter of the prior year as a result of the addition
of fees earned by Batterymarch Financial Management
("Batterymarch"), acquired in January 1995, as well as growth in
assets under management in Company-sponsored mutual funds and the
Company's fixed-income investment advisory subsidiary. Company
subsidiaries now serve as investment advisors to individual and
institutional accounts and mutual funds with assets of $29.2
billion, up from $17.8 billion at September 30, 1994.
Investment banking revenues were $10.0 million, 19% higher than in
the corresponding quarter of the prior year, reflecting an increase
in energy-related public offerings and fees from other corporate
finance activities, partially offset by a substantial decline in
public offerings of real estate investment trust securities.
Other revenues increased 9% to $7.9 million because of increased
loan originations by the Company's mortgage banking subsidiaries.
Compensation and benefits increased 32% to $68.4 million as a
result of higher sales and profitability-based compensation and the
addition of expenses of Batterymarch.
Occupancy and equipment rental increased 19% to $8.6 million,
primarily because of the addition of retail brokerage office
locations, expenses of Batterymarch and higher transaction volume
processed by the Company's data processing service bureau.
<PAGE> 8
Communications expense of $6.3 million rose slightly from $6.2
million in the prior year's quarter.
Floor brokerage and clearing fees increased 12% to $1.3 million,
reflecting increased securities transaction volume.
Other expense increased 7% to $13.6 million, attributable to the
addition of expenses of Batterymarch, including amortization of
intangibles, substantially offset by lower litigation-related
expenses. The prior year's quarter included a special charge for
the settlement of class action litigation.
Interest revenue increased 49% to $13.7 million because of higher
interest rates earned on larger customer margin account balances
and higher conduit stock loan balances.
Interest expense increased 52% to $6.0 million, reflecting higher
interest rates paid on increased customer credit balances and
increased conduit stock loan balances, partially offset by reduced
interest expense as a result of conversion of the Company's 7%
Convertible Subordinated Debentures in August 1995.
Income taxes rose 184% to $6.4 million as a result of an increase
in pre-tax earnings. The effective tax rate declined to 40.9% from
42.1%, attributable to unusable state net operating losses in the
prior year period.
Six Months Ended September 30, 1995 Compared to Six Months Ended
September 30, 1994
The Company's net earnings in the six months ended September 30,
1995 increased 111% to $17.1 million from $8.1 million in the prior
year's corresponding period. Revenues rose 30% to $231.2 million
from $178.3 million. Primary earnings per share were $1.28, up 97%
from $.65. Fully diluted earnings per share increased 86% to $1.06
from $.57.
Commission revenues rose 33% to $77.9 million because of increases
in sales of listed and over-the counter stocks and non-affiliated
mutual funds.
Revenues from principal transactions increased 21% to $32.7 million
because of increased sales of corporate bonds and over-the-counter
stocks and higher trading profits on firm proprietary positions.
Investment advisory and related fees increased 49% to $60.2
million, reflecting the addition of fees earned by Batterymarch,
and growth in assets under management in Company-sponsored mutual
funds and the Company's fixed-income investment advisory
subsidiary.
Investment banking revenues fell 10% to $19.2 million as a result
of a substantial decline in the number and size of co-managed
offerings of real estate investment trusts, offset in part by an
increase in energy-related public offerings and fees from other
corporate finance activities.
Other revenues rose 12% to $15.4 million, primarily because of
increased loan originations at the Company's mortgage banking
subsidiaries.
<PAGE> 9
Compensation and benefits increased 25% to $131.4 million as a
result of higher sales and profitability-based compensation and the
addition of expenses of Batterymarch.
Occupancy and equipment rental increased 20% to $17.2 million
because of the addition of retail brokerage office locations, the
addition of expenses of Batterymarch and higher transaction volume
processed by the Company's data processing service bureau.
Communications expense increased 8% to $13.1 million, primarily
because of increased quote services related to brokerage office and
product area expansion.
Floor brokerage and clearing fees rose 8% to $2.7 million,
reflecting higher transaction volume.
Other expense increased 14% to $26.2 million, attributable to the
addition of expenses of Batterymarch, including amortization of
intangibles.
Interest revenue increased 50% to $25.8 million because of higher
interest rates earned on larger customer margin account balances
and higher levels of conduit stock loan and firm proprietary stock
loan balances.
Interest expense increased 57% to $11.8 million because of higher
interest rates paid on larger customer credit balances and
increased levels of conduit stock loan balances.
Income taxes increased 112% to $11.8 million, principally because
of an increase in pre-tax earnings. Effective tax rates were 40.9%
and 40.8% in the current and prior year periods, respectively.
Liquidity and Capital Resources
On July 26, 1995, the Company called for redemption on August 25,
1995 (the "Redemption Date"), the $34.5 million aggregate principal
amount outstanding of its 7% Convertible Subordinated Debentures
due June 15, 2011 (the "Debentures").
Substantially all holders converted their Debentures into 45.96
shares of Common Stock for each $1 thousand principal amount of
Debentures (based on the conversion price of $21.76 per share of
Common Stock), with cash paid in lieu of fractional shares.
Except for the Debenture redemption described above and the use of
short-term borrowing facilities, there has been no material change
in the Company's financial position since March 31, 1995. A
substantial portion of the Company's assets is liquid, consisting
mainly of cash and assets readily convertible into cash. These
assets are financed primarily by free credit balances, equity
capital, bank lines of credit, subordinated borrowings and other
payables.
During the six months ended September 30, 1995, cash and cash
equivalents increased $53.5 million. Cash flows from financing
activities generated $99.7 million, attributable to higher short
- -term borrowings by the Company's mortgage banking and securities
brokerage affiliates. The Company used $93.3 million of cash in
<PAGE> 10
operating activities, primarily to fund higher securities
inventories. Cash flows from investing activities provided $47.2
million, principally from reduced levels of investments in resale
agreements.
On January 5, 1995, the Company acquired the assets of Batterymarch
Financial Management ("Batterymarch"). The Company paid $54.1
million cash at closing. A supplemental closing payment of $5.9
million is due on or before January 1996 if Batterymarch reaches a
specified annualized revenue level in any month during calendar
1995. An additional payment, due in early 1998 and based on
Batterymarch's achievement of specified revenue levels for calendar
1997, could increase the total consideration up to $120.0 million.
If the amount of any 1998 payment exceeds $40.0 million, the
Company may pay all or any portion of the excess in the form of
shares of the Company's common stock.
Recent Accounting Development
In October 1995, the Financial Accounting Standards Board issued
Statement No. 123, "Accounting for Stock-Based Compensation".
Statement No. 123 is effective for fiscal years beginning after
December 15, 1995. The Company is currently evaluating the
provisions of Statement No. 123, and has yet to quantify the
impact, if any, on its financial statements.
<PAGE> 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Taxable Municipal Bond Litigation.
Reference is made to the discussion under the caption "Taxable
Municipal Bond Litigation" in Item 3 of Registrant's 10-K Report
for the fiscal year ended March 31, 1995 (the "10-K Report"). By
order dated October 10, 1995, the MDL Court approved the settlement
of the class actions on the terms described in the 10-K Report.
The action captioned Magnolia Life Insurance Company v.
Howard, Weil, Labouisse, Friedrichs Incorporated, as described in
the 10-K Report, and an action by Washington National Life
Insurance Company, a class plaintiff in the action involving
Nebraska Investment Finance Authority Agricultural Revenue Bonds,
are continuing. In the opinion of management, after consultation
with legal counsel, these continuing actions will not have a
material adverse effect on the consolidated financial statements of
the Company.
Nasdaq Market-Makers Antitrust Litigation
Reference is made to the discussion under the caption "Nasdaq
Market-Makers Antitrust Litigation" in Item 3 of Registrant's 10-K
Report for the fiscal year ended March 31, 1995. On August 3,
1995, defendants' motion to dismiss the complaint in the class
actions was granted on the ground that the complaint had failed to
identify specific securities that were the subject of the alleged
violations. The order of dismissal included leave to file an
amended complaint. On August 22, 1995, plaintiffs filed an amended
complaint that identifies specific securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Registrant's annual meeting of stockholders was held July 27,
1995. In the election of directors, the seven director nominees
were elected with the following votes:
<TABLE>
<CAPTION>
Votes
Cast For Withhold
<S> <C> <C> <C>
Edmund J. Cashman, Jr. 10,084,487 10,084,487 138,570
John F. Curley, Jr. 10,081,107 10,081,107 141,950
John B. Levert, Jr. 9,968,981 9,968,981 254,076
William Wirth 10,080,970 10,080,970 142,087
Harold L. Adams 9,982,786 9,982,786 240,271
W. Curtis Livingston 9,977,746 9,977,746 245,311
Margaret DeB. Tutwiler 10,080,235 10,080,235 142,822
</TABLE>
<PAGE> 12
The stockholders voted in favor of the amendment of the Legg Mason,
Inc. Employee Stock Purchase Plan, the approval of the Legg Mason,
Inc. Executive Incentive Compensation Plan and the ratification of
the appointment of Coopers & Lybrand L.L.P. as independent auditors
of the Registrant as follows:
<TABLE>
<CAPTION>
Votes
Cast For Against Abstain Non-Vote
<S> <C> <C> <C> <C> <C>
Amendment of
Legg Mason, Inc.
Employee Stock
Purchase Plan 8,504,789 7,171,837 1,332,952 46,471 1,671,797
Approval of
Legg Mason, Inc.
Executive Incen-
tive Compensa-
tion Plan 10,212,614 9,680,418 532,196 10,443 --
Ratification of
Appointment of
Auditors 10,111,660 10,104,860 6,800 111,397 --
</TABLE>
<PAGE> 13
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
(11) Statements re: computation of per share
earnings
(27) financial data schedules
(b) No reports on Form 8-K were filed during the
quarter ended September 30, 1995.
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
LEGG MASON, INC.
(Registrant)
DATE November 14, 1995 /s/ John F. Curley, Jr.
John F. Curley, Jr.
Vice Chairman of the Board
DATE November 14, 1995 /s/ F. Barry Bilson
F. Barry Bilson
Vice President - Finance
<PAGE> 15
INDEX TO EXHIBITS
PAGE
11. Statement re: computation of per share earnings. 16-17
27. Statement re: financial data schedules. 18
<PAGE> 1
EXHIBIT 11
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
For The Three Months Ended September 30,
1995 1994
Fully Fully
Primary Diluted Primary Diluted
<S> <C> <C> <C> <C>
Weighted average shares
outstanding:
Common stock 13,126 13,126 12,161 12,161
Shares available under
options 615 641 357 357
Issuable upon conversion
of debentures - 3,449 - 4,221
------- ------- ------- -------
Weighted average common
and common equivalent 13,741 17,216 12,518 16,739
shares outstanding ======= ======= ======= =======
Net earnings $ 9,233 $ 9,233 $ 3,101 $ 3,101
Interest expense, net,
on debentures - 429 - 728
------- ------- ------- -------
Net earnings applicable
to common stock $ 9,233 $ 9,662 $ 3,101 $ 3,829
======= ======= ======= =======
Per share $ .67 $ .56 $ .25 $ .23
======= ======= ======= =======
</TABLE>
<PAGE> 2
EXHIBIT 11
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
For The Six Months Ended September 30,
1995 1994
Fully Fully
Primary Diluted Primary Diluted
<S> <C> <C> <C> <C>
Weighted average shares
outstanding:
Common stock 12,708 12,708 12,099 12,099
Shares available under
options 581 660 352 352
Issuable upon conversion
of debentures - 3,831 - 4,221
------- ------- ------- -------
Weighted average common
and common equivalent 13,289 17,199 12,451 16,672
shares outstanding ======= ======= ======= =======
Net earnings $17,060 $17,060 $ 8,104 $ 8,104
Interest expense, net,
on debentures - 1,099 - 1,455
------- ------- ------- -------
Net earnings applicable
to common stock $17,060 $18,159 $ 8,104 $ 9,559
======= ======= ======= =======
Per share $ 1.28 $ 1.06 $ .65 $ .57
======= ======= ======= =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> BD
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM CONDENSED
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION AND CONDENSED
CONSOLIDATED STATEMENTS OF EARNINGS AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000704051
<NAME> LEGG MASON INC.
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-01-1995
<PERIOD-END> SEP-30-1995
<EXCHANGE-RATE> 1
<CASH> $113,333
<RECEIVABLES> $343,417
<SECURITIES-RESALE> $13,954
<SECURITIES-BORROWED> $170,534
<INSTRUMENTS-OWNED> $130,188
<PP&E> $29,731
<TOTAL-ASSETS> $1,024,185
<SHORT-TERM> $100,607
<PAYABLES> $380,510
<REPOS-SOLD> $0
<SECURITIES-LOANED> $112,720
<INSTRUMENTS-SOLD> $21,778
<LONG-TERM> $68,000
<COMMON> $1,397
$0
$0
<OTHER-SE> $274,764
<TOTAL-LIABILITY-AND-EQUITY> $1,024,185
<TRADING-REVENUE> $32,696
<INTEREST-DIVIDENDS> $25,818
<COMMISSIONS> $77,942
<INVESTMENT-BANKING-REVENUES> $19,150
<FEE-REVENUE> $60,247
<INTEREST-EXPENSE> $11,843
<COMPENSATION> $131,361
<INCOME-PRETAX> $28,889
<INCOME-PRE-EXTRAORDINARY> $28,889
<EXTRAORDINARY> $0
<CHANGES> $0
<NET-INCOME> $17,060
<EPS-PRIMARY> $1.28
<EPS-DILUTED> $1.06
</TABLE>
