LEGG MASON INVESTORS TRUST INC
N-30D, 1996-11-25
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Investment Manager
      Legg Mason Fund Adviser, Inc.                  Report to Shareholders
      Baltimore, MD                                 For the Six Months Ended
                                                       September 30, 1996
Investment Adviser
      Legg Mason Capital Management, Inc.
      Baltimore, MD
                                                               The
Board of Directors                                         Legg Mason
      John F. Curley, Jr., Chairman                         American
      Edward A. Taber, III, President                        Leading
      Richard G. Gilmore                                    Companies
      Charles F. Haugh                                        Trust
      Arnold L. Lehman
      Dr. Jill E. McGovern
      T. A. Rodgers

Transfer and Shareholder Servicing Agent
      Boston Financial Data Services
      Boston, MA
                                                    Putting Your Future First
Custodian
      State Street Bank & Trust Company
      Boston, MA

Counsel
      Kirkpatrick & Lockhart LLP
      Washington, D.C.

Independent Auditors                                    [Legg Mason Logo]
      Ernst & Young LLP                                       FUNDS
      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




[Recycled Logo] Printed on Recycled Paper

LMF-013
11/96


<PAGE>


To Our Shareholders,


     The  American  Leading  Companies  Trust's net asset value  increased  from
$12.69 to $13.24 per share during the quarter  ended  September  30,  1996.  The
Fund's assets have grown to more than $80 million as of the end of September.

     The Fund  seeks to  invest  at least  three-quarters  of its  assets in the
common  stocks of large  capitalization  companies  that  exhibit the ability to
maintain  or  increase  their  market  share.  The  balance of its assets may be
invested in smaller market capitalization stocks, bonds, or foreign securities.

     On the following pages, J. Eric Leo, the Fund's portfolio manager,  reviews
the portfolio's structure and comments on the investment outlook.

     The American  Leading  Companies Trust is Legg Mason's large company growth
alternative  within  its  family  of  value  stock  funds.  It is  designed  for
conservative   investors   who  are  most   comfortable   with  large,   stable,
well-recognized  companies. We hope you will consider using the American Leading
Companies  Trust for investments of additional  funds as they become  available.
Some  shareholders  regularly add to their investment in the Fund by authorizing
automatic,  monthly  transfers  from their bank checking  accounts or Legg Mason
money market funds.  Your Financial Advisor will be happy to help you make these
arrangements if you would like to purchase  additional shares in this convenient
manner.

                                              Sincerely,


                                              /s/ Edward A. Taber, III
                                              --------------------------
                                              Edward A. Taber, III
                                              President

November 8, 1996


<PAGE>


Portfolio Manager's Comments



           The third  quarter  remained a favorable  period for  investors,  and
      equities  continued to lead the way. New market highs were recorded during
      the quarter  and  equities,  as measured by the S&P 500,  provided a 3.13%
      total return over the past three months.  As occurred  during the previous
      two quarters,  large cap stocks fared the best as institutional  portfolio
      managers  continued to seek homes for the  unprecedented  inflows of funds
      (largely 401-k related) that have bolstered  market averages over the past
      few years.

           Stock market volatility also increased in the quarter,  however,  and
      long  interest  rates  continued to creep  upward.  Indeed,  severe market
      jitters were  experienced  early in the quarter  following  the release of
      unexpectedly  strong new job creation and average hourly wage rate numbers
      and, peak to trough,  the Dow Industrials  declined by  approximately  10%
      from late May to mid July. However,  continued favorable inflationary news
      has enabled the equity markets to recoup their recent losses and reach new
      highs.  Additionally,  the  recent  slowdown  in  economic  growth  to  an
      estimated  2-2.5%  rate for the third  quarter  from the second  quarter's
      unsustainably  strong 4.7% rate has reduced the  likelihood  of  increased
      inflationary pressure near term. Some market pundits have even referred to
      it as the "Goldilocks"  economy--not too strong and not too soft,  rather,
      just right.

           The Fund's total returns of 4.25% and  14.13%  for  the  quarter  and
      year-to-date exceeded both the S&P 500's returns of 3.09% and 13.49%,  and
      the returns of 2.90% and 13.42% reported  for  similar  growth  funds,  as
      measured  by Lipper  Analytical Services, Inc.

           Intel,  which we  purchased  early  this year,  was the  single  best
      performing stock in the Fund during the quarter.  Although many of Intel's
      customers  and  competitors  have been  buffeted at various times over the
      past  year  by the  continued  decline  in  microprocessor  pricing  and a
      slowdown in personal  computer demand,  Intel's near monopoly  position in
      microprocessors  has enabled it to continue to increase  market  share and
      gain further benefits from its enormous  economies of scale.  Longer term,
      we anticipate Intel will remain a rewarding  investment.  Monsanto,  which
      was  added to the Fund late  last  year,  continued  to  provide  superior
      investment  returns  in the recent  quarter  as well.  Through a series of
      acquisitions and  divestitures,  Monsanto has  dramatically  refocused its
      assets  to  become a  global  powerhouse  in the  emerging  life  sciences
      industry by producing  genetically-engineered  seeds,  weed killers,  food
      ingredients,  and  pharmaceuticals.  We  expect  the  company  to  be  the
      unquestioned leader in this exponentially-growing industry.

           Conversely,   AT&T,  which  recently  announced  it  is  experiencing
      pressure in its core long lines  operations,  has been under pressure over
      the past few months.  However,  AT&T shareholders  recently received their
      pro-rata    ownership    interest   in   Lucent    Technologies,    AT&T's
      telecommunications  equipment  manufacturing arm, and Lucent is performing
      particularly   well.   The   telecommunications   industry  is  undergoing
      unprecedented  changes,  and AT&T  management  currently is refocusing its
      attention  on  the  company's   basic  business.   We  anticipate   AT&T's
      fundamentals  and  stock  performance  will  improve  over  the  next  few
      quarters.  The spinoff of Lucent  Technologies  was  effective  October 1,
      1996.

           Transactions  during the quarter  reflected our efforts to reduce the
      number  of  portfolio   holdings  and  increase   weightings  in  existing
      securities  which we believe have the best  combination  of valuation  and
      long-term prospects.

           Only one new issue was added to the Fund, Procter & Gamble, a company
      well-known  and  excellently  positioned  to grow  its  consumer  business
      globally.  Three positions were eliminated:  Georgia  Pacific,  due to our
      concerns of a slowing economy; TRW because its auto-related business could
      be negatively impacted by the rising value of the U.S. dollar,  especially
      against the Japanese yen; and lastly,  Southern Pacific,  which was merged
      into Union Pacific.

           Major additions were made to the following existing holdings: Bristol
      Myers,  IBM,  McCormick,  First USA,  KLA  Instruments  and Comsat.  Major
      reductions  occurred  in  Diebold  and  Microsoft.  These  are both  great
      companies  and excellent  performers,  but  valuations  were getting quite
      full.

2

<PAGE>


           Much to Wall Street's relief,  the 1996  presidential  election ended
      with the  continuation  of the status quo.  President  Clinton  easily won
      re-election  and the  Republicans  were able to  maintain  control  of the
      Congress.  Wall  Street was very happy with the  outcome as  evidenced  by
      strong rallies in both the bond and stock markets.  Prior to the election,
      the polls  favored a  Democratic  victory in  Congress.  Investors  became
      nervous,  fearing that a  Democratic-controlled  Congress  would  increase
      government spending  substantially  thereby undermining recent progress in
      reducing  the  budget  deficit  and,  more  importantly,  risk  reigniting
      inflationary pressures.

           Despite  the  conciliatory  tone  taken  by both  parties  since  the
      election, resentment levels between the parties persist, especially on the
      Republican side. Long term, the potential for gridlock in dealing with the
      high  priority  problems of social  security and  medicare is high.  Short
      term, the  investment  environment is ideal now that the election is over;
      the economy is slowing,  interest rates continue to fall, and stock prices
      are rising. We wonder,  however,  how much longer the "Goldilocks" economy
      can continue. Going forward, the level of economic growth will continue to
      weigh heavily on the  financial  markets.  A further  slowdown in economic
      growth would continue to reduce  inflationary  fears,  it would also raise
      the specter of disappointing corporate earnings. Conversely, stronger than
      expected  economic growth would increase the likelihood of rising interest
      rates and equity valuation compression.

           The  current  stock  market  expansion  is by far the  longest one on
      record without a meaningful  correction.  While we believe the longer-term
      outlook  for  equities  remains  attractive,   we  are  sensitive  to  the
      possibility  that a  correction  will  occur  over the next  year,  and we
      continue  to  pay  strict   attention  to  valuation  levels  and  company
      fundamentals  in our stock  selection.  We are very  comfortable  with the
      Fund's positioning.

           We are  pleased to welcome E. Robert  Quasman as a Senior  Investment
      Manager.  Bob recently joined Legg Mason Capital Management as Senior Vice
      President  after  spending  six years as the Director of Research for Legg
      Mason  Wood  Walker,  Inc.  He has over  twenty-five  years of  investment
      experience as a securities analyst and portfolio manager, and was a member
      of the  Institutional  Investor  All-American  Research  Team for thirteen
      consecutive  years.  He  graduated  with  honors from  Dartmouth  College,
      majoring  in  government  and  economics,  and  received  his M.B.A.  from
      Columbia  University  Graduate  School of  Business.  We look  forward  to
      working with Bob and are delighted with the investment  depth he brings to
      our  organization,   and  to  the  American  Leading  Companies  Trust  in
      particular.


                                                                    J. Eric Leo

      November 8, 1996
      DJIA 6219.82


                                                                               3

<PAGE>


Performance Information
Legg Mason Investors Trust, Inc.
American Leading Companies Trust

Total Return for One Year and Life of Fund,
as of September 30, 1996
     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's total returns as of September 30, 1996 were as follows:

                             Cumulative     Average Annual
                            Total Return      Total Return
- --------------------------------------------------------------------------------
  One Year                     +17.31%          +17.31%
  Life of Fund(dagger)         +35.57           +10.37

- ----------------
(dagger)Fund inception--September 1, 1993.



Selected Portfolio Performance

      Top Ten Holdings
- --------------------------------------------------------------------------------
       1.Monsanto Co.
       2.Union Pacific Corporation
       3.Intel Corporation
       4.Avon Products, Inc.
       5.Emerson Electric Company
       6.Aetna Inc.
       7.Corning Incorporated
       8.First USA, Inc.
       9.Western Atlas Inc.
      10.Diebold, Inc.

      Strong Performers for the 3rd quarter 1996*
- --------------------------------------------------------------------------------
      Intel Corporation                           +29.96%
      International Business Machines
         Corporation                              +25.76%
      The PMIGroup, Inc.                          +25.00%
      Lucent Technologies Incorporated            +21.12%
      Diebold, Inc.                               +20.98%


Portfolio Changes

      Securities Added
- --------------------------------------------------------------------------------
      Procter and Gamble Company



Weak Performers for the 3rd quarter 1996*
- --------------------------------------------------------------------------------
      AT&T Corp.                                  -15.73%
      GTE Corporation                             -13.97%
      Philip Morris Companies Inc.                -13.70%
      Comsat Corporation                          -12.98%
      Mattel Inc.                                  -9.61%



      Securities Sold
- --------------------------------------------------------------------------------
      Georgia-Pacific Corporation
      TRW Inc.

      * Securities held for the entire quarter.

4

<PAGE>


Statement of Net Assets
Legg Mason Investors Trust, Inc.
American Leading Companies Trust
September 30, 1996  (Unaudited)


      (Amounts in Thousands)              Shares    Value
- --------------------------------------------------------------------------------
Common Stocks and Equity Interests -- 95.0%
      Basic Materials -- 4.1%
      Monsanto Co.                            90   $ 3,285

      Capital Goods -- 11.9%
      Corning Incorporated                    60     2,340
      Emerson Electric Company                30     2,704
      Litton Industries, Inc.                 30     1,477(A)
      Raytheon Company                        25     1,391
      Rockwell International Corporation      30     1,691
                                                   -------
                                                     9,603
                                                   -------

      Consumer Cyclicals -- 6.4%
      Alco Standard Corporation               20       998
      Eastman Kodak Company                   18     1,413
      Mattel Inc.                             65     1,682
      Minnesota Mining and
        Manufacturing Company                 15     1,048
                                                   -------
                                                     5,141
                                                   -------

      Consumer Staples -- 16.2%
      American Brands, Inc.                   45     1,901
      Avon Products, Inc.                     60     2,977
      CPC International Inc.                  20     1,498
      Colgate-Palmolive Company               20     1,737
      The Walt Disney Company                 15       951
      McCormick & Company, Incorporated       60     1,402
      Philip Morris Companies Inc.            18     1,616
      Procter and Gamble Company              10       975
                                                   -------
                                                    13,057
                                                   -------

      Energy -- 7.4%
      Texaco Inc.                             20     1,840
      Unocal Corporation                      55     1,980
      Western Atlas Inc.                      35     2,179(A)
                                                   -------
                                                     5,999
                                                   -------

      Financial Services -- 12.8%
      American General Corporation            45     1,699
      Chase Manhattan Corporation             25     2,003
      First USA, Inc.                         40     2,215
      Lincoln National Corporation            30     1,316
      J.P. Morgan & Co. Incorporated          20     1,778
      The PMI Group, Inc.                     25     1,328
                                                   -------
                                                    10,339
                                                   -------



      (Amounts in Thousands)              Shares    Value
- --------------------------------------------------------------------------------

      Health Care -- 10.4%
      Aetna Inc.                              38   $ 2,674
      Bristol-Myers Squibb Company            20     1,928
      Eli Lilly and Company                   20     1,290
      Pfizer Inc.                             20     1,582
      Schering-Plough Corporation             15       923
                                                   -------
                                                     8,397
                                                   -------

      Technology -- 15.3%
      AMP Incorporated                        45     1,744
      Diebold, Inc.                           35     2,043
      International Business Machines
        Corporation                           10     1,245
      Intel Corporation                       33     3,149
      KLA Instruments Corporation             90     2,025(A)
      Lucent Technologies Incorporated        25     1,147
      Microsoft Corporation                    8     1,055(A)
                                                   -------
                                                    12,408
                                                   -------

      Telecommunication Services-- 6.5%
      AT&T Corp.                              30     1,567
      Comsat Corporation                      70     1,584
      GTE Corporation                         35     1,347
      MCI Communications Corporation          30       769
                                                   -------
                                                     5,267
                                                   -------

      Transportation -- 4.0%
      Union Pacific Corporation               45     3,274
                                                   -------
      Total Common Stocks and Equity
        Interests
        (Identified Cost--$57,705)                   76,770
- --------------------------------------------------------------------------------


                                                                               5

<PAGE>

Statement of Net Assets--Continued
Legg Mason Investors Trust, Inc.
American Leading Companies Trust

                                        Principal
      (Amounts in Thousands)              Amount    Value
- --------------------------------------------------------------------------------
Repurchase Agreement -- 4.4%
    Prudential Securities, Inc.
        5.75% dated 09-30-96,
        to be repurchased at
        $3,526 on 10-01-96
        (Collateral: $3,842
        Federal National Mortgage
        Association Mortgage-
        backed securities, 6.50%
        due 04-01-26, value $3,632)
        (Identified Cost--$3,526)          $ 3,526   $ 3,526
- --------------------------------------------------------------------------------

      Total Investments -- 99.4%
        (Identified Cost-- $61,231)                  80,296
      Other Assets Less Liabilities-- 0.6%              493
                                                    -------
      Net assets consisting of:
      Accumulated paid-in capital
        applicable to 6,101 shares
        outstanding                        61,046
      Undistributed net investment
        income                                 75
      Undistributed net realized gain on
        investments                           603
      Unrealized appreciation of
        investments                        19,065
                                          -------
      Net assets-- 100.0%                           $80,789
                                                    =======

      Net asset value per share                      $13.24
                                                     ======


     (A) Non-income producing

         See notes to financial statements.


6

<PAGE>


Statement of Operations
Legg Mason Investors Trust, Inc.
American Leading Companies Trust
For the Six Months Ended September 30, 1996  (Unaudited)

<TABLE>
<CAPTION>

      (Amounts in Thousands)
- -----------------------------------------------------------------------------------------------
<S> <C>
Investment Income:
        Dividends                                                   $    756
        Interest                                                          92
                                                                    --------
          Total investment income                                                       $   848

Expenses:
        Management fee                                                   290
        Distribution and service fees                                    386
        Transfer agent and shareholder servicing expense                  37
        Custodian fee                                                     32
        Legal and audit fees                                              24
        Registration fees                                                 18
        Reports to shareholders                                           12
        Organization expense                                               9
        Directors' fees                                                    5
        Other expenses                                                     5
                                                                    --------
                                                                         818
          Less fees waived                                               (65)
                                                                    --------
          Total expenses, net of waivers                                                    753
                                                                                       --------
           Net Investment Income                                                             95

Net Realized and Unrealized Gain on Investments:
        Realized gain on investments                                   2,177
        Increase in unrealized appreciation of investments             4,016
                                                                    --------
      Net Realized and Unrealized Gain on Investments                                     6,193
- -----------------------------------------------------------------------------------------------
      Increase in Net Assets Resulting from Operations                                  $ 6,288
                                                                                        =======
</TABLE>

      See notes to financial statements.

                                                                               7

<PAGE>


Statement of Changes in Net Assets
Legg Mason Investors Trust, Inc.
American Leading Companies Trust

<TABLE>
<CAPTION>
                                                                              For the Six         For the Year
                                                                             Months Ended             Ended
      (Amounts in Thousands)                                              September 30, 1996     March 31, 1996
- ----------------------------------------------------------------------------------------------------------------
                                                                            (Unaudited)
<S> <C>
Change in Net Assets:
      Net investment income                                                      $   95                $  472
      Net realized gain (loss) on investments                                     2,177                (1,094)
      Increase in unrealized appreciation of investments                          4,016                13,705
                                                                                 ------                ------
      Increase in net assets resulting from operations                            6,288                13,083

           Distributions to shareholders from net investment income                 (61)                 (608)
      Change in net assets from Fund share transactions                          (1,538)                3,640
                                                                                 ------                ------
          Increase in net assets                                                  4,689                16,115

Net Assets:
      Beginning of period                                                        76,100                59,985
- ----------------------------------------------------------------------------------------------------------------
      End of period (including undistributed net investment income
        of $75 and $41, respectively)                                           $80,789               $76,100
                                                                                =======               =======
</TABLE>


      See notes to financial statements.

8

<PAGE>


Financial Highlights
Legg Mason Investors Trust, Inc.
American Leading Companies Trust


           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>

                                                        For the Six
                                                        Months Ended                   For the Years Ended March 31,
                                                      September 30, 1996         1996            1995            1994(dagger)
- ---------------------------------------------------------------------------------------------------------------------------
                                                         (Unaudited)
<S> <C>
Per Share Operating Performance:
      Net asset value, beginning of period                   $12.23             $10.18          $ 9.69         $10.00
                                                        -------------------------------------------------------------------
      Net investment income(A)                                 0.02               0.07            0.12          0.059
      Net realized and unrealized gain (loss)
        on investments                                         1.00               2.08            0.48         (0.344)
                                                        -------------------------------------------------------------------
      Total from investment operations                         1.02               2.15            0.60         (0.285)
                                                        -------------------------------------------------------------------
      Distributions to shareholders from
        net investment income                                 (0.01)             (0.10)          (0.11)        (0.025)
                                                        -------------------------------------------------------------------
      Net asset value, end of period                         $13.24             $12.23          $10.18         $ 9.69
                                                        -------------------------------------------------------------------
      Total return                                             8.34%(C)          21.24%           6.24%         (2.86)%(C)


Ratios/Supplemental Data:
      Ratios to average net assets:
        Expenses                                               1.95%(A,B)         1.95%(A)        1.95%(A)       1.95%(A,B)
        Net investment income                                   .25%(A,B)          .69%(A)        1.21%(A)       1.14%(A,B)
      Portfolio turnover rate                                 31.89%(B)           43.4%           30.5%          21.0%(B)
      Average commission rate paid(D)                        $0.0630                --              --             --


      Net assets, end of period (in thousands)               $80,789            $76,100         $59,985        $55,022
</TABLE>

(dagger) For the period  September 1, 1993  (commencement of operations) to
         March 31, 1994.
     (A) Net of fees waived pursuant to a voluntary  expense  limitation of
         1.95% of average  daily net assets.  If no fees had been waived by the
         Adviser, the annualized  ratio of  expenses  to  average  daily net
         assets for the period September 1, 1993 to March 31, 1994, for the
         years ended March 31, 1995, March 31, 1996 and the six months  ended
         September  30, 1996 would have been 2.28%, 2.12%, 2.20% and 2.12%,
         respectively.
     (B) Annualized
     (C) Not annualized
     (D) Pursuant  to SEC  regulations  effective  for fiscal  years beginning
         after September 1, 1995,  this is the average commission rate paid on
         securities purchased and sold by the Fund.

    See notes to financial statements.

                                                                               9

<PAGE>

   Notes to Financial Statements
   Legg Mason Investors Trust, Inc.
   American Leading Companies Trust

   (Amounts in Thousands)  (Unaudited)
- --------------------------------------------------------------------------------
1. Significant Accounting Policies:
           The Legg Mason Investors  Trust,  Inc.  ("Trust"),  consisting of the
      American  Leading  Companies  Trust  ("Fund") and the Balanced  Trust,  is
      registered  under the  Investment  Company Act of 1940,  as amended,  as a
      diversified,   open-end  management   investment  company.  The  Fund  was
      organized on May 5, 1993 and had no operations prior to September 1, 1993,
      other than those related to organizational matters.

      Security Valuation
           Securities traded on national securities  exchanges are valued at the
      last  quoted  sales  price.   Over-the-counter   securities,   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.

      Dividends and Distributions to Shareholders
           Interest  income and  expenses  are  recorded on the  accrual  basis.
      Dividend income is recorded on the ex-dividend date. Net investment income
      for dividend  purposes  consists of dividends  and interest  earned,  less
      expenses.
           Dividends from net investment income and  distributions  from capital
      gains are recorded on the ex-dividend date.  Dividends from net investment
      income and  distributions  from net capital gains,  if available,  will be
      made annually. Additional distributions will be made when necessary.

      Security Transactions
           Security  transactions are recorded on the trade date. Realized gains
      and losses from security  transactions  are reported on an identified cost
      basis.  At September 30, 1996, $533 was receivable for securities sold but
      not yet delivered.

      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.

      Deferred Organizational Expenses
           Deferred  organizational  expenses  of $89 are being  amortized  on a
      straight-line basis over 5 years commencing on the date operations began.

      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.  The Fund has
      unused  capital  loss  carryforwards  for federal  income tax  purposes of
      $1,574 which expire in March 2004.

      Use of Estimates
           The  preparation  of the  financial  statements  in  accordance  with
      generally  accepted  accounting  principles  requires  management  to make
      estimates and assumptions that affect the reported amounts and disclosures
      in the  financial  statements.  Actual  results  could  differ  from those
      estimates.

2. Investment Transactions:
           Investment  transactions  for the six months ended September 30, 1996
      (excluding short-term securities) were as follows:

           Purchases                         $11,804
           Proceeds from sales                15,544


           At September 30, 1996,  the cost of securities for federal income tax
      purposes was $61,231.  Aggregate  gross  unrealized  appreciation  for all
      securities in which there was an excess of value over tax cost was $19,549
      and aggregate gross  unrealized  depreciation  for all securities in which
      there was an excess of tax cost over  value was $484.  The net  unrealized
      appreciation for tax purposes is $19,065.

10

<PAGE>


3. Fund Share Transactions:
           At September  30, 1996,  there were  1,000,000  shares  authorized at
      $.001 par value for all  portfolios  of the Trust  (including  the  Fund).
      Transactions in Fund shares were as follows:

                                 For the                  For the
                            Six Months Ended            Year Ended
                           September 30, 1996         March 31, 1996
- --------------------------------------------------------------------------------
                            Shares    Amount         Shares    Amount
- --------------------------------------------------------------------------------
      Sold                     435   $ 5,453          1,457   $ 16,227
      Reinvestment of
        distributions            5        60             54        594
      Repurchased             (563)   (7,051)        (1,178)   (13,181)
- --------------------------------------------------------------------------------
      Net change              (123)  $(1,538)           333   $  3,640
================================================================================

4. Transactions With Affiliates:
           The Fund has a  management  agreement  with Legg Mason Fund  Adviser,
      Inc.  ("Manager"),  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 Manager provides
      the Fund with  management and  administrative  services for which the Fund
      pays a fee at an  annual  rate of  0.75%  of  average  daily  net  assets,
      calculated daily and payable  monthly.  At September 30, 1996, $42 was due
      to the  Manager.  The  agreement  with the Manager  provides  that expense
      reimbursements  be made to the Fund for expenses which in any month are in
      excess of an annual rate of 1.95%,  based on average daily net assets. For
      the six months ended September 30, 1996, advisory fees of $65 were waived.
           Legg Mason Capital Managment, Inc. ("Adviser"), a corporate affiliate
      of the Manager and Legg Mason,  serves as investment  adviser to the Fund.
      The Adviser is responsible for the actual investment activity of the Fund,
      for which the  Manager  (not the Fund) pays the Adviser a fee at an annual
      rate equal to 40% of the fee received by the Manager.
           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 Fund's
      average  daily net  assets,  calculated  daily  and  payable  monthly.  At
      September  30,  1996,  $65 was due to the  distributor.  Legg Mason has an
      agreement  with the Fund's  transfer  agent to assist with  certain of its
      duties. For this assistance, Legg Mason was paid $11 by the transfer agent
      for the six months ended September 30, 1996. No brokerage commissions were
      paid to Legg Mason or its affiliates during the six months ended September
      30, 1996.
           In  November  1995,  the Fund,  along with  certain  other Legg Mason
      Funds,  entered into a $75 million line of credit ("Credit  Agreement") to
      be utilized as an emergency source of cash in the event of  unanticipated,
      large  redemption  requests  by  shareholders.   Pursuant  to  the  Credit
      Agreement,  each  participating  Fund is liable  only for  prinicipal  and
      interest  payments  related to  borrowings  made by that Fund.  Borrowings
      under the line of credit bear interest at prevailing  short-term  interest
      rates.  For the six  months  ended  September  30,  1996,  the Fund had no
      borrowings under the line of credit.

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