<PAGE>
As filed with the Securities and Exchange Commission on March 31, 1995.
1933 Act File No. 33-12092
1940 Act File No. 811-5029
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-lA
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No: [ ]
Post-Effective Amendment No: 21 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No: 20
LEGG MASON INCOME TRUST, INC.
(Exact Name of Registrant as Specified in Charter)
111 South Calvert Street
Baltimore, Maryland 21202
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (410) 539-0000
Copies to:
CHARLES A. BACIGALUPO ARTHUR C. DELIBERT, ESQ.
111 South Calvert Street Kirkpatrick & Lockhart
Baltimore, Maryland 21202 1800 M Street, N.W.
(Name and Address of South Lobby - Ninth Floor
Agent for Service) Washington, D.C. 20036-5891
It is proposed that this filing will become effective:
[X] immediately upon filing pursuant to Rule 485(b)
[ ] on , 1995 pursuant to Rule 485(b)
[ ] 60 days after filing pursuant to Rule 485(a)(i)
[ ] on , 1995 pursuant to Rule 485(a)(i)
[ ] 75 days after filing pursuant to Rule 485(a)(ii)
[ ] on , 1995 pursuant to Rule 485(a)(ii)
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Registrant has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and filed the notice required by such Rule
for its most recent fiscal year on February 24, 1995.
DC-187875.2
<PAGE>
<TABLE>
<CAPTION>
LEGG MASON INCOME TRUST, INC.
U.S. GOVERNMENT INTERMEDIATE-TERM PORTFOLIO
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of Amount of Proposed Proposed
Securities Shares Maximum Maximum Amount of
Being Being Offering Price Aggregate Registration
Registered Registered Per Unit Offering Price Fee
Shares of 5,751,935 $ 9.99 $290,000 * $100.00*
Capital
Stock,
Par value
$.001
</TABLE>
The fee for 5,752,110 shares to be registered by this filing has been
computed on the basis of the Primary Share price in effect on March 29,
1995.
*Calculation of the proposed maximum aggregate offering price has been
made pursuant to Rule 24e-2 under the Investment Company Act of 1940.
During its fiscal year ended December 31, 1994, Registrant redeemed or
repurchased 14,908,697 shares of capital stock. During its current fiscal
year, Registrant used 9,185,791 of the shares it redeemed or repurchased
during its fiscal year ended December 31, 1994 for a reduction pursuant to
paragraph (c) of Rule 24f-2 under the Investment Company Act of 1940.
Registrant is using this post-effective amendment to register the
remaining 5,722,906 shares redeemed or repurchased during its fiscal year
ended December 31, 1994. During its current fiscal year Registrant has
filed no other post-effective amendments for the purpose of the reduction
pursuant to paragraph (a) of Rule 24e-2.
<PAGE>
SIGNATURE PAGE
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, Legg Mason Income Trust,
Inc. U. S. Government Intermediate-Term Portfolio certifies that it meets
all the requirements for effectiveness in this Post-Effective Amendment
No. 21 to its Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereto duly authorized, in
the City of Baltimore and State of Maryland, on the 31st day of March,
1995.
Legg Mason Income Trust, Inc.
By:/s/ Edward A. Taber, III
Edward A. Taber, III
President
Pursuant to the requirement of the Securities Act of 1933, this Post-
Effective Amendment to the Registrant's Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated:
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
--------- ----- ----
/s/ Edward A. Taber, III President and Director March 31, 1995
------------------------
Edward A. Taber, III
/s/ John F. Curley, Jr. Chairman of the Board and March 31, 1995
----------------------- Director
John F. Curley, Jr.
/s/ Richard G. Gilmore Director March 31, 1995
-----------------------
Richard G. Gilmore*
/s/ Charles F. Haugh Director March 31, 1995
----------------------
Charles F. Haugh*
/s/ Arnold L. Lehman Director March 31, 1995
----------------------
Arnold L. Lehman*
/s/ Jill E. McGovern Director March 31, 1995
----------------------
Jill E. McGovern*
/s/ T. A. Rodgers Director March 31, 1995
----------------------
T. A. Rodgers*
<PAGE>
/s/ Marie K. Karpinski Vice President and March 31, 1995
---------------------- Treasurer
Marie K. Karpinski
</TABLE>
*Signatures affixed by Marie K. Karpinski pursuant to powers of attorney,
dated January 3, 1991, incorporated herein by reference to Post-Effective
Amendment No. 9, filed March 2, 1992.
<PAGE>
March 31, 1995
Legg Mason Income Trust, Inc.
111 South Calvert Street
Baltimore, Maryland 21203
Dear Sirs:
Legg Mason Income Trust, Inc. ("Fund") is a corporation organized
under the laws of the State of Maryland on April 28, 1987. We understand
that the Fund is about to file Post-Effective Amendment No. 21 to its
Registration Statement on Form N-1A for the purpose of registering
additional shares of capital stock of its series, the Legg Mason U.S.
Government Intermediate-Term Portfolio ("Portfolio") under the Securities
Act of 1933, as amended ("1933 Act"), pursuant to Section 24(e)(1) of the
Investment Company Act of 1940, as amended ("1940 Act").
We have, as counsel, participated in various corporate and other
proceedings relating to the Fund. We have examined copies either
certified or otherwise proved to be genuine, of the Articles of
Incorporation and By-Laws of the Fund and minutes of the meetings of the
board of directors and other documents relating to its organization and
operation, and we are generally familiar with its corporate affairs.
Based upon the foregoing, it is our opinion that the shares of capital
stock of the Portfolio currently being registered pursuant to Section
24(e)(1) as reflected in Post-Effective Amendment No. 21 may be sold in
accordance with the Fund's Articles of Incorporation and By-Laws and, when
so sold, will be legally issued, fully paid and non-assessable. We
express no opinion as to compliance with the 1933 Act, the 1940 Act or
applicable state securities laws in connection with the sales of shares of
capital stock.
We hereby consent to this opinion accompanying Post-Effective
Amendment No. 21 which you are about to file with the Securities and
Exchange Commission.
Sincerely yours,
KIRKPATRICK & LOCKHART
/s/ Arthur C. Delibert
----------------------------
Arthur C. Delibert
<PAGE>
