LEGG MASON SPECIAL INVESTMENT TRUST INC
N-30D, 1995-05-22
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<PAGE>
INVESTMENT ADVISER
      Legg Mason Fund Adviser, Inc.
      Baltimore, MD
BOARD OF DIRECTORS
      Raymond A. Mason, Chairman
      John F. Curley, Jr.
      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
      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 (Bullet) 539 (Bullet) 0000
(recycle logo appears here) PRINTED ON RECYCLED PAPER
LMF-009
                             REPORT TO SHAREHOLDERS
                               FOR THE YEAR ENDED
                                 MARCH 31, 1995
                                      THE
                                   LEGG MASON
                                    SPECIAL
                                   INVESTMENT
                                  TRUST, INC.
                                 PRIMARY CLASS
                           PUTTING YOUR FUTURE FIRST
                         --Legg Mason logo appears here--<PAGE>
<PAGE>
     TO OUR SHAREHOLDERS,
         The Special Investment Trust's net asset value per share rose 4.9%,
     from $19.03 to $19.96, in the quarter ended March 31, 1995. That gain
     compares to total returns (appreciation plus reinvested dividends) of 9.7%
     and 5.9% on Standard & Poor's 500 stock composite index and the Value Line
     index of 1700 stocks. In the twelve months ended March 31, the Trust's
     total return, adversely affected by prior declines in our holdings of
     several Mexican stocks as discussed in our last report, was -6.4% compared
     to returns of 15.5% and 5.1% on the Standard & Poor and Value Line indices.
         After outperforming the Standard & Poor's index in each of the six
     calendar years through December 31, 1993, the Trust underperformed that
     index in 1994 and in the first quarter of 1995. This reinforces a point
     that Bill Miller, the Trust's portfolio manager, has made frequently in
     past reports: while we are optimistic that our diversified portfolio of
     value stocks will continue to earn attractive LONG-TERM returns for
     shareholders, we are certain to experience market reversals and periods of
     underperformance as we work toward that goal.
         The Trust continues to invest primarily in common stocks of small and
     medium-sized companies which, based on our research and analysis, appear to
     be undervalued in relation to their earnings, book value and/or future
     prospects. We believe that buying such stocks when they are out-of-favor,
     having the patience to wait until their value is recognized by others, and
     being willing to sell when others become enthusiastic buyers, should
     continue to produce favorable LONG-TERM investment results.
         Coopers & Lybrand L.L.P., the Special Investment Trust's independent
     accountants, have completed their annual examination, and audited financial
     statements for the fiscal year ended March 31, 1995 are included in this
     report.
         On June 1, 1995, federal regulations will change to require that
     investors complete payment for purchases of mutual fund shares (as well as
     other securities) within three business days, down from the current five
     business days. Meeting the new payment deadline will be difficult (and in
     many cases impossible) if an amount sufficient to cover purchases is not
     already in your account when you decide to purchase additional shares.
     Therefore, we encourage shareholders who have not already done so to
     consider opening a Legg Mason money market fund account or a "Credit
     Interest Account" which pays interest on credit balances in your Legg Mason
     brokerage account. Funds can then be moved easily from either account to
     pay for future mutual fund purchases you may wish to make. Your Investment
     Executive will be happy to make the necessary arrangements.
         The Board of Directors has approved a long-term capital gain
     distribution of $0.134 per share, payable on May 12 to shareholders of
     record on May 9. Most shareholders will receive this distribution in the
     form of additional shares credited to their accounts.
                               Sincerely,
                               (signature of John F. Curley, Jr. appears here)
                               John F. Curley, Jr.
                               President
     May 8, 1995
 <PAGE>
<PAGE>
     PORTFOLIO MANAGER'S COMMENTS
    During the first quarter we began to climb out of the hole we dug for
ourselves last year. The fund rose 4.89%, well below the increases posted by the
Dow, up 9.2%, and the S&P 500, up 9.73%. Our results were moderately ahead of
the Russell 2000, the index most commonly used to track the performance of
smaller companies, which gained 4.69%.
    As these numbers indicate, the quarter's winners were the large companies,
chiefly the visible growth stocks, along with a few restructuring candidates.
The Dow's growth winners included McDonald's (+17%), Disney (+16%), Philip
Morris (+14%), and Merck (+12%), while longtime Dow dogs Woolworth (+23%), and
Westinghouse (+15%) attracted some fans of their new managements.
    We were punished again by our Mexican holdings, the source of so much misery
last year. Longtime shareholders will not be surprised to learn that we again
threw good money after bad, adding substantially to a couple of our positions at
prices not far from the lows. The situation in Mexico appears to be stabilizing.
Stocks have begun to rebound, interest rates are modestly off their highs, and
the currency is up about 15% in the past few weeks. The economy is still in
recession, but the balance of trade has moved into surplus and we expect things
to improve as the year progresses.
    Our casino holdings, the other source of pain last year, came to life in the
quarter and helped our results significantly. CIRCUS CIRCUS and MIRAGE both
advanced strongly, as did our LADY LUCK bonds, which we bought when we sold LADY
LUCK common last year. HOLLYWOOD PARK also rebounded; we bought about 1 million
more shares of that company late last year and early in 1995. Its casino
operations are improving and we believe this well-capitalized, real estate-rich
company has fine long-term prospects.
    Among the names dropping in the quarter were HOME SHOPPING NETWORK (-21%)
and JOHN ALDEN (-36%), both large positions. The latter fell on the last day of
the quarter, knocking over 1% off our quarterly return on that one day. We have
added to our holdings in both companies and consider them both excellent values.
HOME SHOPPING we estimate is worth well over double the current price, while
JOHN ALDEN, an insurance company with a solid long-term record, sells at 6x our
estimate of this year's earnings and only modestly above book value. The market
thought this $18 stock was worth $40 less than 12 months ago.
    Some observers have categorized this as the surprise bull market of 1995,
since it arrived without any evident catalyst and followed a particularly
difficult fourth quarter of 1994. It would be churlish and perhaps too cynical
to note that the first half of 1987 constituted a strongly bullish period as
well, but that year is not characterized by those six months. It is the events
of October that now best describe the dominant features of 1987's investment
landscape. The felt need to characterize and assess the market, the economy,
stocks, company results or strategies in ever more frequent intervals is an
unfortunate by-product of our information saturated age.
    The half-life of market commentary is inversely proportional to its
frequency. The accuracy of one's characterization of a landscape is likely to
grow the more time one has to peruse it and to shrink as the frequency of
requests for its interim description grows. Shorter time horizons, shorter
attention spans, greater demand for information, and less patience seem to be an
inevitable consequence of our increasing ability to collect, transmit, and
access data. Reporting, analyzing, and commenting on business and markets has
exploded in the past 20 years, both on Wall Street and on Main Street. In
addition to a plethora of new business programs on the networks and PBS, CNBC
provides real time commentary and analysis on markets all day long.
    The number of analysts employed by brokerage firms, banks, insurance
companies, and money managers continues to grow. Almost as many people sit for
the CFA exam (the securities analysts' version of the CPA) each year as have
earned that designation over its entire history.
    We have not materially added to the number of firms that supply us with
research in years, yet
2
 <PAGE>
<PAGE>
the cascade of reports, faxes, and analytic detritus of all types now occupies
one of our staff almost full time just in opening, sorting, and distributing it.
This is not progress, and we are exploring ways to deal with this consequence of
the perceived need for instant and voluminous commentary on virtually every news
item on the Dow tape.
    We write these letters every 90 days, and comment on our results and
expectations. The papers print our results every day, and many of them contain
ratings and rankings of mutual funds covering one week and four week periods. We
have lost count of the number of publications that write about, cover, assess,
and purport to analyze mutual funds, classifying them by ever finer gradations
of category, style, asset group, size, and geographic orientation and slicing
their results into about as many time periods as their database can muster.
    It is far from clear that this information explosion has led to better
decisions about investing. It is quite clear it has led to more decisions, as
the turnover rate of stocks and bonds held in funds and the capital flows among
funds attests. There is evidence that the pressure to react to new information
may be harmful, quite apart from any transaction costs that might result from
changing one's mind about a stock, a fund, or the market.
    Professor Richard Thaler, now at the University of Chicago, has studied what
the academics call the equity premium puzzle: a dollar invested in stocks has
returned, after inflation, about 7% per year on average for more than 68 years,
while a dollar invested in bonds has returned less than 1%. The puzzle is why do
any long-term investors own bonds? Not only do they own bonds, investors
typically have a greater percentage of their assets invested in bonds than in
stocks.
    The answer, according to Thaler, is myopic loss aversion. People are
risk-averse. Psychological testing has established that for most of us the pain
of losing an amount of money is greater than the pleasure of winning that same
amount of money. Being risk averse, we are more likely to act to avoid the pain
of loss the more aware we are of potential losses. The more short-term-oriented
one is (the more "myopic"), the greater one's willingness to react to the risk
of loss. Because stocks go up and down more than bonds, they confront one with
more frequent, and greater, potential losses. The shorter one's time horizon, or
the more often you look at your portfolio, the more you will see losses, the
more psychological discomfort you will feel, and the riskier you will perceive
stocks. The more risk-averse you are, the more you will orient your investments
to bonds, or cash.
    Since one's perception of the risk of stocks is a function of how often you
look at your portfolio, the more aware you are of what's going on, the more
likely you are to do the wrong thing. "Where ignorance is bliss, 'tis folly to
be wise" said the bard, who understood myopic loss aversion centuries before the
professors got hold of it.
    Suppose you buy a stock on Monday, and on Tuesday, while you are engrossed
in the O. J. Simpson trial, it drops due to bad news. On Wednesday, though, it
recovers to close higher than your purchase price. If you had been glued to CNBC
on Tuesday when the news hit, and had observed the stock falling, you may have
been prompted to act on the news, especially if the stock was reacting to it. If
you missed the news until Wednesday, when the stock had recovered, you are much
less likely to sell it then, even though the fundamentals are the same as the
day before. That is myopic loss aversion at work. Put differently, you are not
worried that IBM dropped overnight in Tokyo while you slept, if it closed up two
points today in New York. You are worried if it drops today in New York, though
it's set to rise two points in Tokyo tonight while you sleep.
    This does not do justice to Thaler's work on the subject (done with Shlomo
Benartzi), but you probably get the drift. Professor Thaler is so convinced that
the avalanche of information bombarding investors about how their stocks or
funds are doing is harmful, that he has proposed that universities not give
faculty and employees reports on how their retirement funds are performing. For
most investors, Thaler thinks the appropriate advice is "don't just do
something, sit there."
    It should not be a surprise that his advice has been ignored. The situation
is similar to that of the
                                                                               3
 <PAGE>
<PAGE>
now forgotten Earnshaw Cook, who applied probability theory to baseball strategy
in his book PERCENTAGE BASEBALL. After exhaustively studying the statistical
history of various baseball strategies -- the sacrifice bunt, when to bring in
relief pitchers, etc. -- he concluded that teams were not maximizing their
chances of winning, they were following conventional wisdom that was not well
suited to their professed objectives. He advocated numerous changes to the
manager's portfolio, such as having your best hitter hit lead off instead of the
usual third or fourth, since the lead off hitter gets the most at bats and thus
hitting lead off will maximize the offensive statistics of the best hitter. All
of his recommendations were statistically sound, well documented, and completely
ignored.
    Earnshaw Cook was unaware of myopic loss aversion, but its influence extends
well beyond the equity premium puzzle. Warren Buffett captured its essence when
he remarked that in investing it is usually better to fail conventionally than
to succeed unconventionally. Or as one fund manager put it recently when asked
why he wasn't thinking of investing in Mexico, since undoubtedly there were
bargains to be had with many stocks down 70% in the past 6 months, "nobody ever
got fired for not investing in Mexico."
    Our investment approach in the Special Investment Trust has been to use the
myopic loss aversion exhibited by others to our shareholders' long-term benefit.
We try to buy companies whose shares trade at large discounts to our assessment
of their economic value. Bargain prices do not occur when the consensus is
cheery, the news is good, and investors are optimistic. Our research efforts are
usually directed at precisely the area of the market that the news media tells
you has the least promising outlook (right now that includes retailers, autos,
Latin America and anything else on the "New Lows" list) and we are typically
selling those stocks that you are reading have the greatest opportunity for
near-term gain.
    This approach does not link up well with the results of the major indices,
and we often diverge from them in direction and magnitude. For most of our
history our calendar year results have consistently exceeded those of the S&P
500. In a few years we have trailed the averages, sometimes by a lot, as we did
last year. Our portfolio does not look like the S&P 500 and thus it should not
act like the S&P 500.
    It should provide solid returns over the long term, which it has done and we
are confident will continue to do. As always, we appreciate your support and
welcome your comments.
                           Bill Miller, CFA
May 8, 1995
DJIA 4383.87
     MANAGEMENT'S DISCUSSION AND ANALYSIS
    The fund had a difficult fiscal 1995, underperforming its benchmark index.
The fund's results were negatively impacted by its casino, health care, and
Mexican holdings.
    Mexican markets collapsed after the government unexpectedly devalued the
peso in December 1994. Major U.S. indices do not contain Mexican securities and
were unaffected by this event.
    The fund continues to hold major positions in gaming and health care issues,
including many of those that performed poorly last year. The fund follows a
long-term investment strategy that usually involves holding portfolio securities
for several years. It does not seek to trade in and out of companies based on
anticipated near-term price movements.
    The fund's strategy consists of searching for mispriced securities, those
whose present price does not accurately reflect intrinsic value. We believe
assessing companies on the basis of value, not actual or anticipated popularity,
will deliver the best results for shareholders over the longer term, despite
periodic setbacks.
4
 <PAGE>
<PAGE>
     PERFORMANCE INFORMATION
     LEGG MASON SPECIAL INVESTMENT TRUST, INC.
TOTAL RETURN FOR ONE YEAR, FIVE YEARS AND LIFE OF FUND, AS OF MARCH 31, 1995
          The returns shown below 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. 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 March 31, 1995 were as follows:
<TABLE>
<CAPTION>
                                    Cumulative      Average Annual
                                   Total Return      Total Return
<S>                                <C>              <C>
      Primary Class:
        One Year                           -6.37%           -6.37%
        Five Years                        +83.68           +12.93
        Life of Class(|)                 +178.15           +11.69
      Navigator Class:
        Life of Class(|)(|)                +4.81               --
</TABLE>
 
       (|) Primary Class inception-December 30, 1985
      (|)(|) Navigator Class inception-December 1, 1994
 
Performance Comparison of a $10,000 Investment as of March 31, 1995(dagger)
              (graph appears here--plot points listed below)

<TABLE>
<CAPTION>
                                                      Years ended March 31,
                               1986*   1987   1988   1989   1990   1991   1992   1993   1994   1995
<S>                            <C>     <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
Special Investment Trust
 Primary Class                11,530 13,074 11,220 13,126 15,143  18,392 22,154  24,482 29,708 27,815
Standard & Poor's 500 Stock
 Composite Index(1)           11,405 14,395 13,204 15,558 18,594  21,231 23,548  27,114 27,499 31,994
Value Line Geometric 
 Average(2)                   11,372 12,996 11,381 12,598 12,897  12,937 14,502  16,260 17,001 17,872
</TABLE>

(dagger) Class Inception--December 30, 1995.
* For the period December 30, 1985 to March 31, 1986.
(1) An unmanaged index of widely held common stocks.
(2) An unmanaged index of approximately 1,700 common stocks.
                                                                               5
<PAGE>
     LEGG MASON SPECIAL INVESTMENT TRUST, INC.
SELECTED PORTFOLIO PERFORMANCE
<TABLE>
<CAPTION>
         Biggest gainers for the 1st quarter 1995*
      <S>   <C>                                         <C>
      1.    Shawmut National Corporation                +61.1%
      2.    Lady Luck Gaming Finance
              Corporation
              Guaranteed 1st Mortgage Series B
              10.50% 3-1-01                             +54.1%
      3.    BankAmerica Corporation Warrants            +39.8%
      4.    Circus Circus Enterprises, Inc.             +38.7%
      5.    Mirage Resorts, Incorporated                +36.6%
      6.    The Samuel Goldwyn Company                  +36.5%
      7.    PennCorp Financial Group, Inc.              +34.3%
      8.    America Online, Inc.                        +32.6%
      9.    CMAC Investment Corporation                 +30.7%
      10.   Showbiz Pizza Time, Inc.                    +29.5%
</TABLE>
 
<TABLE>
<CAPTION>
         Biggest laggers for the 1st quarter 1995*
      <S>   <C>                                         <C>
      1.    Salant Corporation Class B Warrants         -75.0%
      2.    Grupo Mexicano de Desarrollo S.A. ADR       -67.6%
      3.    Grupo Financiero Bancomer S.A. de C.V.
              ADS                                       -65.7%
      4.    The Leslie Fay Companies, Inc.              -63.6%
      5.    Consorcio G Grupo Dina S.A. de C.V. ADS     -63.2%
      6.    Grupo Televisa S.A. de C.V. Global ADS      -47.6%
      7.    Salant Corporation                          -39.1%
      8.    Grupo Financiero Serfin S.A. de C.V. ADR    -36.7%
      9.    John Alden Financial Corp.                  -36.1%
      10.   Storage Technology Corporation              -34.1%
</TABLE>
 
* SECURITIES HELD FOR THE ENTIRE QUARTER.
PORTFOLIO CHANGES
<TABLE>
<CAPTION>
Securities Added
<S>                                                <C>
Argentina Par Bonds
  5.00%  3-31-23
California Energy Company, Inc.
Grupo Mexicano de Desarrollo S.A. ADR
  8.25% 2-17-01
Resource Mortgage Capital Corporation
Stratosphere Corporation
  Guaranteed 1st Mortgage Note
  14.25% 5-15-02
</TABLE>
 
<TABLE>
<CAPTION>
Securities Sold
<S>                                                <C>
Caesars World, Inc.
Dr. Pepper/Seven-Up Companies, Inc.
The Musicland Group, Inc.
RJR Nabisco Holdings Corp.
</TABLE>
 
6
 <PAGE>
<PAGE>
     PORTFOLIO OF INVESTMENTS
     LEGG MASON SPECIAL INVESTMENT TRUST, INC.
     MARCH 31, 1995
<TABLE>
<S>                                  <C>        <C>
(Amounts in Thousands)                Shares      Value
</TABLE>
 
COMMON STOCKS AND EQUITY INTERESTS -- 90.8%
<TABLE>
<S>                                  <C>        <C>
Advertising -- 2.9%
WPP Group P.L.C.                      10,200    $16,863
WPP Group P.L.C. ADR                     445      1,418
                                                 18,281
Apparel -- 2.0%
Chic By H.I.S, Inc.                      955     10,509*(|)
Salant Corporation                       443      1,549*
Salant Corporation Class B
  Warrants                               285          9*
The Leslie Fay Companies, Inc.         1,714        428*(|)
                                                 12,495
Automotive -- 0.1%
Consorcio G Grupo Dina S.A. de
  C.V. ADS                               245        858
Banking -- 8.6%
BankAmerica Corporation                  304     14,655
BankAmerica Corporation Warrants         156      4,797*
Grupo Financiero Bancomer S.A. de
  C.V. ADS                               525      1,936
Grupo Financiero Serfin S.A. de
  C.V. ADR                               914      4,340
Peoples Heritage Financial Group,
  Inc.                                   720      9,090
Shawmut National Corporation             750     19,781
                                                 54,599
Broadcast Media -- 1.1%
Graff Pay-Per-View Inc.                  450      4,613*
Grupo Televisa, S.A. de C.V.
  Global ADS                             130      2,161
                                                  6,774
Chemicals -- 0.2%
Chemi-Trol Chemical Co.                  145      1,379(|)
Computer Services and Systems -- 9.1%
America Online, Inc.                     295     21,904*
Exabyte Corporation                      300      5,175*
InaCom Corp.                             785      6,672*(|)
Lotus Development Corporation            300     11,475*
Spectrum Holobyte, Inc.                  575      9,236*
Storage Technology Corporation           179      3,431*
                                                 57,893
Construction -- 0.2%
Grupo Mexicano de Desarrollo
  S.A. ADR                               540      1,553*
Energy -- 1.5%
California Energy Company, Inc.          600      9,600*
</TABLE>
 
<TABLE>
<CAPTION>
      (Amounts in Thousands)         Shares        Value
<S>                                  <C>       <C>
Entertainment -- 11.1%
Boomtown Inc.                          864     $       11,445*(|)
Circus Circus Enterprises, Inc.        769             24,800*
Hollywood Park, Inc.                 1,400             17,850*(|)
Mirage Resorts, Incorporated           400             11,200*
Showboat, Inc.                         290              4,350
The Samuel Goldwyn Company             100                887*
                                                       70,532
Finance -- 7.8%
Federal National Mortgage
  Association                          100              8,137
Pioneer Group, Inc.                    750             15,562
Piper Jaffray Incorporated             319              3,706
The Bear Stearns Companies Inc.        368              6,799
United Asset Management
  Corporation                          409             15,692
                                                       49,896
Health Care -- 5.1%
Charter Medical Corporation            975             18,159*
Physician Corporation of America       650             14,625*
                                                       32,784
Hotels and Restaurants -- 1.2%
Showbiz Pizza Time, Inc.               763              7,539*(|)
Insurance -- 7.0%
CMAC Investment Corporation            490             18,497
Enhance Financial Services Group
  Inc.                                 481              8,172
John Alden Financial Corp.             575             10,566
PennCorp Financial Group, Inc.         404              7,124
                                                       44,359
Manufacturing -- 1.9%
Danaher Corporation                    236              6,756
Johnstown America Industries, Inc.     400              5,400*
                                                       12,156
Medical Products and
  Supplies -- 1.4%
Sunrise Medical, Inc.                  250              8,938*
Miscellaneous -- 2.7%
Playtex Products, Inc.               1,187              9,494*
Stewart Enterprises, Inc.              285              7,695
                                                       17,189
Multi-Industry -- 0.4%
UNR Industries, Inc.                   530              2,849
</TABLE>
 
                                                                               7
 <PAGE>
<PAGE>
     PORTFOLIO OF INVESTMENTS -- CONTINUED
     LEGG MASON SPECIAL INVESTMENT TRUST, INC.
<TABLE>
<CAPTION>
      (Amounts in Thousands)          Shares     Value
<S>                                   <C>       <C>
Pharmaceuticals -- 5.9%
Biogen, Inc.                            175     $  6,956*
Diagnostek, Inc.                      1,125       22,922*
Somatix Therapy Corporation           1,515        5,492*(|)
Targeted Genetics Corporation           400        2,350*
                                                  37,720
Real Estate -- 3.0%
Regency Realty Corporation              250        4,000
Resource Mortgage Capital
  Corporation                           315        4,804
Summit Properties, Inc.                 200        3,300
Walden Residential Properties, Inc.     380        7,172
                                                  19,276
Savings and Loan -- 6.7%
California Federal Bank, F.S.B.         900        9,562*
Standard Federal Bank                   650       17,469
Washington Mutual Incorporated          795       15,950
                                                  42,981
Services -- 2.8%
Safecard Services, Inc.                 950       18,169
Specialty Retail -- 4.3%
Home Shopping Network, Inc.           2,663       20,968*
Mac Frugal's
  Bargains(Bullet)Close-outs Inc.       450        6,469*
                                                  27,437
Telecommunications -- 3.8%
ALC Communications Corporation          350       11,944*
LDDS Communications Inc.                365        8,532*
Telefonos de Mexico S.A. ADR            133        3,776
                                                  24,252
Total Common Stocks and Equity
  Interests
  (Identified Cost - $509,950)                   579,509
</TABLE>
 
PREFERRED STOCK -- 0.5%
<TABLE>
<S>                                   <C>       <C>
Mego Financial Corporation
  Series A 12% Cum.
  (Identified Cost - $3,000)            300        3,000(|)(||)
</TABLE>
 
<TABLE>
<CAPTION>
                                     Principal
      (Amounts in Thousands)          Amount       Value
<S>                                  <C>          <C>
</TABLE>
CORPORATE BONDS -- 4.2%
<TABLE>
<S>                                  <C>          <C>
Grupo Mexicano de Desarrollo S.A.
  ADR
  8.25% 2-17-01                       $11,000     $  2,695**
Lady Luck Gaming Finance
  Corporation
  Guaranteed 1st Mortgage Series B
  10.50% 3-1-01                        10,000        6,050
Harrah's Jazz Company
  1st Mortgage Note
  14.25% 11-15-01                       7,425        7,945
Stratosphere Corporation
  Guaranteed 1st Mortgage Note
  14.25% 5-15-02                       10,000       10,200
Total Corporate Bonds
  (Identified Cost - $25,284)                       26,890
</TABLE>
 
SOVEREIGN OBLIGATION -- 2.3%
<TABLE>
<S>                                  <C>          <C>
Argentina Par Bonds
  5.00%(|)(|) 3-31-23
  (Identified Cost - $13,460)          35,000       14,350
<CAPTION>
</TABLE>
 
REPURCHASE AGREEMENT -- 2.0%
<TABLE>
<S>                                  <C>          <C>
Prudential Securities, Inc.
  6.30% dated 3-31-95, to be
  repurchased at $13,021 on 4-3-95
  (Collateral: Federal National
  Mortgage Association Mortgage-
  backed securities, 7.5% due
  12-1-08, value $13,348)
  (Identified Cost - $13,014)          13,014       13,014
<CAPTION>
<S>                                  <C>          <C>
Total Investments -- 99.8%
  (Identified Cost - $564,708)                    $636,763
</TABLE>
       * NON-INCOME PRODUCING.
      ** RULE 144A SECURITY -- A SECURITY PURCHASED PURSUANT TO RULE 144A UNDER
         THE SECURITIES ACT OF 1933 AND MAY NOT BE RESOLD SUBJECT TO THAT RULE
         EXCEPT TO QUALIFIED INSTITUTIONAL BUYERS.
      (|) AFFILIATED COMPANIES -- AS DEFINED IN THE INVESTMENT COMPANY ACT OF
          1940, AN "AFFILIATED COMPANY" REPRESENTS FUND OWNERSHIP OF AT LEAST 5%
          OF THE OUTSTANDING VOTING SECURITIES OF THE ISSUER.
      (||) PRIVATE PLACEMENT.
     (|)(|) COUPON INCREASES 0.25% ANNUALLY UNTIL MARCH 31, 1999, THEREAFTER
            REMAINS FIXED AT 6.0% UNTIL MATURITY.
       SEE NOTES TO FINANCIAL STATEMENTS.
8
<PAGE>
     STATEMENT OF ASSETS AND LIABILITIES
     LEGG MASON SPECIAL INVESTMENT TRUST, INC.
     MARCH 31, 1995
<TABLE>
<CAPTION>
                             (Amounts in Thousands)
<S>                                                                                           <C>                    <C>
ASSETS:
        Investments at value:
          Affiliated companies (Identified Cost - $91,954)                                    $ 64,314
          Other securities (Identified Cost - $472,754)                                        572,449
                                                                                                                     $636,763
        Receivable for:
          Investments sold                                                                                              2,332
          Fund shares sold                                                                                              2,642
        Dividends and interest receivable                                                                               1,833
        Other assets                                                                                                       29
            Total assets                                                                                              643,599
LIABILITIES:
        Payable for Fund shares repurchased                                                                             4,239
        Accrued expenses                                                                                                  231
        Due to adviser and distributor                                                                                    913
            Total liabilities                                                                                           5,383
<CAPTION>
<S>                                                                                           <C>                    <C>
        Net assets                                                                                                   $638,216
ANALYSIS OF NET ASSETS:
        Accumulated paid-in capital applicable to:
          30,671 Primary Class shares outstanding                                                                    $535,778
           1,304 Navigator Class shares outstanding                                                                    24,922
        Undistributed net investment income                                                                             1,488
        Undistributed net realized gain on investments and options                                                      3,973
        Unrealized appreciation of investments                                                                         72,055
<CAPTION>
<S>                                                                                           <C>                    <C>
        Net assets                                                                                                   $638,216
        NET ASSET VALUE PER SHARE:
          PRIMARY CLASS                                                                                              $  19.96
          NAVIGATOR CLASS                                                                                            $  20.03
</TABLE>
 
     SEE NOTES TO FINANCIAL STATEMENTS.
                                                                               9
 <PAGE>
<PAGE>
     STATEMENT OF OPERATIONS
     LEGG MASON SPECIAL INVESTMENT TRUST, INC.
     FOR THE YEAR ENDED MARCH 31, 1995
<TABLE>
<CAPTION>
                             (Amounts in Thousands)
<S>                                                                                            <C>                   <C>
INVESTMENT INCOME:
        Dividends:
          Affiliated companies                                                                 $   408
          Other securities (net of foreign taxes withheld of $44)                                6,614
        Interest                                                                                 3,283
          Total investment income                                                                                    $ 10,305
EXPENSES:
        Investment advisory fee                                                                  4,849
        Distribution and service fees                                                            5,918
        Transfer agent and shareholder servicing expense                                           477
        Custodian fee                                                                              163
        Registration fees                                                                          132
        Reports to shareholders                                                                    126
        Legal and audit fees                                                                        62
        Directors' fees                                                                             10
        Other expenses                                                                              31
                                                                                                11,768
          Less expenses reimbursed                                                                 (32)
          Total expenses, net of reimbursement                                                                         11,736
      NET INVESTMENT LOSS                                                                                              (1,431)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
        Realized gain on investments and options                                                 5,583
        Decrease in unrealized appreciation of investments                                     (44,299)
      NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS                                                                 (38,716)
<CAPTION>
<S>                                                                                            <C>                   <C>
      DECREASE IN NET ASSETS RESULTING FROM OPERATIONS                                                               $(40,147)
</TABLE>
 
     SEE NOTES TO FINANCIAL STATEMENTS.
10
 <PAGE>
<PAGE>
     STATEMENT OF CHANGES IN NET ASSETS
     LEGG MASON SPECIAL INVESTMENT TRUST, INC.
<TABLE>
<CAPTION>
                                                                                                For the Years Ended March 31,
<S>                                                                                       <C>                    <C>
                                (Amounts in Thousands)                                           1995                   1994
<CAPTION>
<S>                                                                                       <C>                    <C>
CHANGE IN NET ASSETS:
      Net investment loss                                                                      $  (1,431)             $  (2,625)
      Net realized gain on investments                                                             5,583                 16,166
      Change in unrealized appreciation of investments                                           (44,299)                58,266
      Change in net assets resulting from operations                                             (40,147)                71,807
      Net equalization credits                                                                        --                    196
      Distributions to shareholders from:
        Net investment income:
          Primary Class                                                                               --                   (563)
        Net realized gain on investments:
          Primary Class                                                                           (6,356)                (3,167)
        Increase in net assets from Fund share transactions:
          Primary Class                                                                           94,311                174,641
          Navigator Class                                                                         24,922               --
        Increase in net assets                                                                    72,730                242,914
NET ASSETS:
      Beginning of year                                                                          565,486                322,572
      End of year (including undistributed net investment income of $1,488 and $1,487,
       respectively)                                                                           $ 638,216              $ 565,486
</TABLE>
 
     SEE NOTES TO FINANCIAL STATEMENTS.
                                                                              11
 <PAGE>
<PAGE>
     FINANCIAL HIGHLIGHTS
     LEGG MASON SPECIAL INVESTMENT 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>
                                                          Navigator                         Primary Class
                                                            Class                   For the Years Ended March 31,
                                                            1995*        1995        1994        1993        1992        1991
<S>                                                       <C>          <C>         <C>         <C>         <C>         <C>
PER SHARE OPERATING PERFORMANCE:
      Net asset value, beginning of period                  $19.11       $21.56      $17.91      $17.00      $14.59      $13.58
<CAPTION>
<S>                                                       <C>          <C>         <C>         <C>         <C>         <C>
      Net investment income (loss)                            0.07        (0.06)      (0.11)       0.03        0.12        0.18
      Net realized and unrealized gain (loss) on
        investments and options                               0.85        (1.31)       3.93        1.66        2.83        2.42
<CAPTION>
<S>                                                       <C>          <C>         <C>         <C>         <C>         <C>
      Total from investment operations                        0.92        (1.37)       3.82        1.69        2.95        2.60
<CAPTION>
<S>                                                       <C>          <C>         <C>         <C>         <C>         <C>
      Distributions to shareholders from:
        Net investment income                                   --           --       (0.03)         --       (0.14)      (0.27)
        Net realized gain on investments                        --        (0.23)      (0.14)      (0.78)      (0.40)      (1.32)
<CAPTION>
<S>                                                       <C>          <C>         <C>         <C>         <C>         <C>
      Net asset value, end of period                        $20.03       $19.96      $21.56      $17.91      $17.00      $14.59
<CAPTION>
<S>                                                       <C>          <C>         <C>         <C>         <C>         <C>
      Total return                                            4.81%(2)    (6.37)%     21.35%      10.50%      20.46%      21.46%
RATIOS/SUPPLEMENTAL DATA:
      Ratios to average net assets:
        Expenses                                              0.90%(1)     1.93%       1.94%       2.00%       2.10%       2.30%
        Net investment income (loss)                           1.0%(1)     (0.2)%      (0.6)%       0.2%        0.8%        1.4%
      Portfolio turnover rate                                 27.5%        27.5%       16.7%       32.5%       56.9%       75.6%
      Net assets, end of period (in thousands)             $26,123     $612,093    $565,486    $322,572    $201,772    $106,770
</TABLE>
 
      * FOR THE PERIOD DECEMBER 1, 1994 (COMMENCEMENT OF NAVIGATOR CLASS) TO
     MARCH 31, 1995.
     (1) ANNUALIZED.
     (2) NOT ANNUALIZED.
       SEE NOTES TO FINANCIAL STATEMENTS.
12
<PAGE>
     NOTES TO FINANCIAL STATEMENTS
     LEGG MASON SPECIAL INVESTMENT TRUST, INC.
     (Amounts in Thousands)
1. SIGNIFICANT ACCOUNTING POLICIES:
          The Legg Mason Special Investment 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 1985, 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 the 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 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.
      Securities for which market quotations are not readily available are
      valued at fair value as determined by management and approved in good
      faith by the Board of Directors.
      Dividends and Distribution 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.
      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.
      Equalization
          The Fund follows the accounting practice of equalization by which a
      portion of proceeds from sales and cost of redemptions of Fund shares is
      credited or charged to undistributed net investment income, so that income
      per share available for distribution is not affected by sales or
      redemptions of shares.
                                                                              13
 <PAGE>
<PAGE>
     NOTES TO FINANCIAL STATEMENTS -- CONTINUED
     LEGG MASON SPECIAL INVESTMENT TRUST, INC.
     (Amounts in Thousands)
2. INVESTMENT TRANSACTIONS:
          Investment transactions for the year ended March 31, 1995 (excluding
      short-term securities) were as follows:
<TABLE>
<S>                                            <C>
      Purchases                                $ 298,310
      Proceeds from sales                        158,592
</TABLE>
 
          At March 31, 1995, the cost of securities for federal income tax
      purposes was $565,033. Aggregate gross unrealized appreciation for all
      securities in which there was an excess of value over tax cost was
      $139,218 and aggregate gross unrealized depreciation for all securities in
      which there was an excess of tax cost over value was $67,488.
3. FUND SHARE TRANSACTIONS:
          At March 31, 1995, there were 100,000 shares authorized at $.001 par
      value for all classes of the Fund. On December 1, 1994, when the Navigator
      Class became effective, 1,287 shares held in Legg Mason Profit Sharing
      Plan accounts, with a value of $24,601, were transferred from Primary
      Class to Navigator Class. Transactions in Fund shares were as follows:
<TABLE>
<S>                         <C>      <C>        <C>      <C>
                                For the Years Ended March 31,
                                   1995                1994
      Primary Class         Shares    Amount    Shares    Amount
      Sold                   22,874  $ 464,052   15,629  $ 329,116
      Reinvestment of
        distributions           310      6,299      173      3,685
      Repurchased           (18,741)  (376,040)  (7,580)  (158,160)
      Net increase            4,443  $  94,311    8,222  $ 174,641
</TABLE>
 
<TABLE>
<S>                                         <C>         <C>
                                            December 1, 1994(|)
                                                    to
                                              March 31, 1995
      Navigator Class                       Shares      Amount
      Sold                                  1,375       $26,290
      Repurchased                             (71)      (1,368)
      Net increase                          1,304       $24,922
</TABLE>
 
      (|) COMMENCEMENT OF NAVIGATOR CLASS.
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
      such assets and 0.75% of such assets exceeding $100 million, calculated
      daily and payable monthly. The agreement with the Adviser provides that an
      expense reimbursement be made to the Fund for auditing fees, compensation
      of the Fund's independent directors and expenses in excess of statutory
      limitations.
          Legg Mason, as distributor of the Fund, receives an annual
      distribution fee of 0.75% and an annual service fee of 0.25% of the
      Primary Class' average daily net assets, calculated daily and payable
      monthly. 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 $178 by the transfer agent for the year ended March 31, 1995. No
      brokerage commissions were paid to Legg Mason or its affiliates during the
      year ended March 31, 1995.
14
 <PAGE>
<PAGE>
     REPORT OF INDEPENDENT ACCOUNTANTS
     TO THE SHAREHOLDERS AND DIRECTORS OF LEGG MASON SPECIAL INVESTMENT TRUST,
     INC.:
          We have audited the accompanying statement of assets and liabilities,
      including the portfolio of investments, of the Legg Mason Special
      Investment Trust, Inc. as of March 31, 1995, and the related statement of
      operations for the year then ended, the statement of changes in net assets
      for each of the two years in the period then ended and financial
      highlights for each of the five years in the period then ended. These
      financial statements and financial highlights are the responsibility of
      the Fund's management. Our responsibility is to express an opinion on
      these financial statements and financial highlights based on our audits.
          We conducted our audits in accordance with generally accepted auditing
      standards. Those standards require that we plan and perform the audit to
      obtain reasonable assurance about whether the financial statements and
      financial highlights are free of material misstatement. An audit includes
      examining, on a test basis, evidence supporting the amounts and
      disclosures in the financial statements. Our procedures included
      confirmation of securities owned at March 31, 1995, by correspondence with
      the custodian and brokers. An audit also includes assessing the accounting
      principles used and significant estimates made by management, as well as
      evaluating the overall financial statement presentation. We believe that
      our audits provide a reasonable basis for our opinion.
          In our opinion, the financial statements and financial highlights
      referred to above present fairly, in all material respects, the financial
      position of the Legg Mason Special Investment Trust, Inc. as of March 31,
      1995, and the results of its operations, changes in its net assets, and
      financial highlights for each of the respective periods stated in the
      first paragraph, in conformity with generally accepted accounting
      principles.
                                                        COOPERS & LYBRAND L.L.P.
      Baltimore, Maryland
      April 28, 1995
                                                                              15


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