As filed with the Securities and Exchange Commission on December 6, 1996.
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: 25 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No: 23
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 LLP
Baltimore, Maryland 21202 1800 Massachusetts Ave., N.W.
(Name and Address of Second Floor
Agent for Service) Washington, D.C. 20036-1800
It is proposed that this filing will become effective:
[ X] immediately upon filing pursuant to Rule 485(b)
[ ] on , 1996 pursuant to Rule 485(b)
[ ] 60 days after filing pursuant to Rule 485(a)(i)
[ ] on , 1996 pursuant to Rule 485(a)(i)
[ ] 75 days after filing pursuant to Rule 485(a)(ii)
[ ] on , 1996 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 29, 1996.
<PAGE>
LEGG MASON INCOME TRUST, INC.
U. S. GOVERNMENT INTERMEDIATE-TERM PORTFOLIO
CALCULATION OF REGISTRATION FEE
Title of Amount of Proposed Proposed
Securities Shares Maximum Maximum
Being Being Offering Price Aggregate
Registered Registered Per Unit Offering Price
Shares of 1,664,058 $10.39* $290,000 **
Capital
Stock,
Par value
$.001
*The Proposed Maximum Offering Price Per Unit is the Primary Share price in
effect on December 4, 1996.
**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, 1995, Registrant redeemed or repurchased
7,902,961 shares of capital stock. During its current fiscal year, Registrant
used 6,238,903 of the shares it redeemed or repurchased during its fiscal year
ended December 31, 1995 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 1,664,058 shares redeemed or
repurchased during its fiscal year ended December 31, 1995. 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.,
certifies that it meets all the requirements for effectiveness in this Post-
Effective Amendment No. 25 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 4th day of
December, 1996.
Legg Mason Income Trust, Inc.
By:/s/John F. Curley, Jr.
John F. Curley, Jr.
Chairman of the Board
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:
Signature Title Date
/s/Edward A. Taber, III President and Director December 4, 1996
Edward A. Taber, III
/s/John F. Curley, Jr. Chairman of the Board December 4, 1996
John F. Curley, Jr. and Director
/s/Richard G. Gilmore* Director December 4, 1996
Richard G. Gilmore*
/s/Charles F. Haugh* Director December 4, 1996
Charles F. Haugh*
/s/Arnold L. Lehman* Director December 4, 1996
Arnold L. Lehman*
/s/Jill E. McGovern* Director December 4, 1996
Jill E. McGovern*
/s/T.A. Rodgers* Director December 4, 1996
T. A. Rodgers*
/s/Marie K. Karpinski Vice President December 4, 1996
Marie K. Karpinski and Treasurer
*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.
December 5, 1996
Legg Mason Income Trust, Inc.
111 South Calvert Street
Baltimore, Maryland 21202
Dear Sirs:
Legg Mason Income Trust, Inc. ("Fund") is a corporation organized under the
laws of the State of Maryland. We understand that the Fund is about to file
Post-Effective Amendment No. 25 to its Registration Statement on Form N-1A for
the purpose of registering additional shares of capital stock of the series
known as Legg Mason U.S. Government Intermediate-Term 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 currently being registered pursuant to
Section 24(e)(1) as reflected in Post-Effective Amendment No. 25 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.
25 which you are about to file with the Securities and Exchange Commission.
Sincerely yours,
KIRKPATRICK & LOCKHART LLP
By:/s/Arthur C. Delibert
Arthur C. Delibert
