FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Legg Mason Total Return Trust, Inc.
2. Name of each series or class of funds for which this notice is filed:
Legg Mason Total Return Trust, Inc.
3. Investment Company Act File Number: 811-4308
Securities Act File Number: 02-97908
4. Last day of fiscal year for which this notice is filed: March 31, 1997
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration: [ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
Number:
None
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule
24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number: 5,840,717.154
Sale Price: $108,280,497.20
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number: 5,840,717.154
Sale Price: $108,280,497.20
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
instruction B.7): n/a
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $108,280,497.20
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): n/a
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(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): $(42,472,584.18)
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): 0
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 [line (i), plus line (ii),
less line (iii), plus line (iv)] (if applicable):
$65,807,913.02
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see instruction
C.6): 1/3300
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$19,941.79
Instruction: Issuers should complete lines (ii), (iii), (iv) and (v) only
if the form is being filed within 60 days after the the
close of the issuer's fiscal year. See instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[ x ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
May 28, 1997
SIGNATURES
This report has been signed below by the following person on behalf of the
issuer and in the capacities and on the dates indicated.
By /s/Marie K. Karpinski
Marie K. Karpinski
Vice President and Treasurer
Date May 27, 1997
KIRKPATRICK & LOCKHART LLP
1800 MASSACHUSETTS AVENUE, N.W.
2ND FLOOR
WASHINGTON, D.C. 20036-1800
TELEPHONE (202) 778-9000
FACSIMILE (202) 778-9100
May 28, 1997
Legg Mason Total Return Trust, Inc.
111 South Calvert Street
Baltimore, Maryland 21202
Dear Sir or Madam:
Legg Mason Total Return Trust, Inc. ("Company") is a corporation organized
under the laws of the State of Maryland by Articles of Incorporation dated May
22, 1985, which Articles were amended November 8, 1985, April 24, 1992, and
August 1, 1994. We understand that the Company is about to file a Rule 24f-2
Notice pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended, for the purpose of making definite the number of shares of its capital
stock, par value $.001 per share ("Shares"), which it has registered under the
Securities Act of 1933, as amended, and which were sold during the fiscal year
ended March 31, 1997.
We have, as counsel, participated in various corporate and other matters
relating to the Company. We have examined copies of the Articles of
Incorporation and By-Laws, as now in effect, the minutes of meetings of the
directors and other documents relating to the organization and operation of the
Company, and we are generally familiar with its affairs. Based on the fore-
going, it is our opinion that the Shares of the Company sold during the fiscal
year ended March 31, 1997, the registration of which will be made definite by
the filing of a Rule 24f-2 Notice, were legally issued, fully paid and non-
assessable. We express no opinion as to compliance with the Securities Act of
1933, the Investment Company Act of 1940 or applicable state securities laws in
connection with the sales of Shares.
We hereby consent to this opinion accompanying the Rule 24f-2 Notice which
you are about to file with the Securities and Exchange Commission. We also
consent to the reference to our firm under the
Legg Mason Total Return Trust, Inc.
May 28, 1997
Page 2
caption "The Fund's Legal Counsel" in the statement of additional information
incorporated by reference into the prospectus of the Company and filed as part
of the Company's registration statement.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By: /s/Arthur C. Delibert
Arthur C. Delibert
