LEGG MASON INVESTORS TRUST INC
N-30D, 1997-05-22
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Investment Manager
      Legg Mason Fund Adviser, Inc.
      Baltimore, MD
                                                          Annual Report
Investment Adviser                                       March 31, 1997
      For American Leading Companies Trust:
      Legg Mason Capital Management, Inc.
      Baltimore, MD

      For Balanced Trust:
      Bartlett & Co.                                       Legg Mason
      Cincinnati, OH                                        Investors
                                                           Trust, Inc.

Board of Directors
      John F. Curley, Jr., Chairman
      Edward A. Taber, III, President
      Richard G. Gilmore
      Charles F. Haugh                                  American Leading
      Arnold L. Lehman                                   Companies Trust
      Dr. Jill E. McGovern
      T. A. Rodgers                                      Balanced Trust

Transfer and Shareholder Servicing Agent
      Boston Financial Data Services
      Boston, MA
                                                  Putting Your Future First
Custodian
      State Street Bank & Trust Company
      Boston, MA
                                                     [Legg Mason Logo]
Counsel                                                    FUNDS
      Kirkpatrick & Lockhart LLP
      Washington, D.C.

Independent Auditors
      Ernst & Young LLP
      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]   Printed on Recycled Paper

LMF-013
5/97


<PAGE>

To Our Shareholders,


   We are  pleased  to  provide  you with Legg Mason  Investors  Trust's  annual
report,  combining  reports for the Legg Mason American Leading  Companies Trust
and Balanced Trust.

   During the quarter ended March 31, 1997 American  Leading  Companies  Trust's
Primary  Class net asset value  increased  from $14.40 to $14.74 per share while
Balanced Trust's net asset value decreased from $10.34 to $10.16 per share.

   American Leading  Companies Trust seeks to invest at least  three-quarters of
its assets in the common stock 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.  The Balanced Trust,  the newest addition to the Legg Mason
Family of Funds,  seeks to invest at least 25% of its  portfolio in fixed income
securities  and no more than 75% of its  assets in equity  securities.  Balanced
Trust will emphasize investments in dividend paying equity securities.

   Comments on the investment  outlook,  portfolio  structure and performance of
each Trust follows this letter.

   We hope you will consider using the Trust for investments of additional funds
as they become available. Some shareholders regularly add to their investment in
the Funds by authorizing  automatic,  monthly transfers from their bank checking
or Legg Mason  accounts.  Your Financial  Advisor will be happy to help you make
these  arrangements  if you would  like to  purchase  additional  shares in this
convenient manner.

   Ernst & Young LLP, the Investors Trust independent  auditors,  have completed
their annual examination,  and audited financial  statements for the fiscal year
ended March 31, 1997 are included in this report.



                                                   Sincerely,




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

May 12, 1997

<PAGE>

Portfolio Manager's Comments
American Leading Companies Trust

   The first  quarter of 1997 was a mixed period for  investors  and  volatility
returned to the market with a  vengeance.  While large cap stocks  continued  to
lead the way and fared  relatively  well (at least  until the final few  trading
days of the  quarter),  the  performance  of other  market  indices was far less
favorable.  The Dow Industrials  advanced by 2.59% for the quarter while the S&P
500 eked out a slightly stronger 2.68% gain. However, the Nasdaq Composite index
declined  by 5.22%  in the  quarter  and the  Russell  2000,  which  tracks  the
performance of smaller market capitalization stocks, fell by 5.17%. Fixed income
securities were not immune to the market's vagaries.  The Salomon Brothers Broad
Investment Grade Bond Index declined by 0.52% in the quarter.

   Several  notable  factors  influenced the markets during the quarter.  On the
positive side,  continued  large inflows into equity mutual funds in January and
February  enhanced the  performance of large cap stocks and benign  inflationary
news  augmented  the  performance  of both the equity and fixed income  markets.
However,  the  strengthening  of the  dollar  raised  fears  about  earnings  of
multi-national   corporations  and  continued  favorable  economic  news  raised
concerns (subsequently  confirmed) that the Fed would soon raise interest rates.
Indeed,  the Fed did raise the fed funds  rate from  5.25% to 5.50% on March 25,
and in reaction,  long rates  crossed the 7% threshold  level for the first time
since  September,  ending  the  quarter at 7.10%.  Investors  who  ignored  Alan
Greenspan's   recent   warnings  of  "irrational   (investor)   exuberance"  and
"unwarranted  expectations"  soon were reminded of the old adage: "Fool me once,
shame on you. Fool me twice, shame on me."

   The  increased  market  volatility  was  exemplified  by the  performance  of
technology stocks during the quarter. Tech stocks started the quarter off strong
and the Nasdaq  Composite  index,  which  closely  reflects the  performance  of
technology  stocks,  advanced  by 7.5%  during the first three weeks of January.
However, previously mentioned concerns about the strengthening of the dollar and
of a  possible  slowdown  in orders  soon  affected  the  group  and the  Nasdaq
Composite  declined by 12.0% during the remainder of the quarter.  Additionally,
three of the largest point (although not absolute) declines ever recorded in the
Dow  occurred  during  the final two weeks of March,  and the Dow,  which  first
crossed the 7000 level in mid-February,  declined by 7.1% during the final three
weeks of the quarter from its closing  peak of 7085.16  recorded on March 11. In
our last portfolio  manager's  commentary,  we stated our belief that "portfolio
performance  this  year  (1997)  will be far  more  constrained  than  in  1996.
Essentially,  everything  that could go right for  investors  in 1996 did and we
doubt  conditions  can improve  much from current  levels.  An  acceleration  of
economic  activity most likely would lead to renewed  inflationary  concerns and
higher  interest  rates,  while a slowdown in growth most probably would lead to
earnings disappointments."  Unfortunately, we continue to believe that 1997 will
be a challenging year for most investors. The performance of your Fund, however,
continued  to fare well during the first  quarter of 1997 and  advanced by 2.36%
during  that  period.  By  comparison,  the value of similar  growth  funds,  as
measured by Lipper Analytical  Services,  Inc.,  declined by 1.28% over the same
period.

   First USA,  which is being  acquired by Banc One, the nation's  tenth largest
commercial  bank,  was the single best  performing  stock in the Fund during the
quarter,  and advanced by a healthy  22.4%.  We purchased  First USA last spring
after determining that the longer-term  fundamental outlook for the major credit
card  issuers  remained  bright and that First USA  appeared  particularly  well
positioned in the  industry.  Banc One's  willingness  to pay a 43% premium over
First USA's closing price on the day before the  acquisition  was announced only
confirmed the soundness of that purchase  decision.

2

<PAGE>

Pharmaceutical  stocks also performed   well  during  the  quarter  due  to  the
combination  of  enhanced  expectations  for several new drugs and the defensive
earnings  characteristics  generally  perceived  to  exist  in  the  group.  Our
holdings in Eli  Lilly (+12.7%),  Schering-Plough  (+12.4%)  and  Bristol  Myers
(+8.3%) also enhanced the Fund's first quarter results.  Additionally, favorable
corporate developments occurred at  other  companies  owned by the Fund  that we
believe will enhance  their longer-term  prospects.  More specifically, Monsanto
announced  the intended spin-off of its basic chemicals business as did Rockwell
International  with its automotive components operations.  We anticipate both of
these developments  will  enable the remaining companies to record faster growth
than otherwise would have been the case.

   The level of  transaction  activity  in the Fund  slowed  notably  during the
quarter.  We  added  two new  names-Kimberly  Clark  and  Conseco,  Inc.- to the
portfolio and eliminated  our positions in AT&T and Walt Disney.  Kimberly Clark
is a $13 billion  consumer  and  personal  care  products  manufacturer  that is
benefitting from its 1995 acquisition of Scott Paper.  Kimberly's future results
are expected to benefit from further cost savings derived from that  acquisition
and from its recently  announced  plans to sell the majority of its paper making
facilities.  Conseco, a life, annuity and supplemental health insurance company,
is  benefitting  from the  consolidation  trend  occurring  within the insurance
industry.  Conseco, through a series of astute acquisitions and internal growth,
has  increased its revenues  11-fold over the past decade,  from $278 million in
1987 to $3.1 billion in 1996, and, in the process,  has recorded even more rapid
earnings  growth.  At the same time,  Conseco has strengthened its balance sheet
and improved its credit  ratings.  We anticipate  Conseco's  future results will
continue to benefit from opportunistic acquisitions,  attendant cost savings and
the company's enormous cash flow, which will be used either to repurchase shares
or for further  accretive  acquisitions.  Our decision to sell AT&T early in the
quarter was based on our belief  (subsequently  confirmed)  that that  company's
earnings  would remain  under  pressure  due to the massive  restructuring  AT&T
continues to undergo.

   As previously  noted,  increased  volatility  recently  returned to the stock
market and,  unfortunately,  we believe it will  continue  over the next several
months. The Fed's recent decision to raise interest rates was pre-emptive rather
than reactive and we suspect further rate increases could be in the offing.  The
level of economic activity remains robust and the Fed would rather slow economic
growth  and  dampen  inflationary  fears  at  present  than  have to  deal  with
inflationary  pressures  in the future.  Investors  have existed in an extremely
benign investment environment over the past few years (moderate economic growth,
low inflation,  strong corporate  profits,  rising equity valuation  levels) and
unfortunately,  we doubt such  conditions  can improve much further from current
levels.  Overall,  we anticipate growth in corporate earnings will slow over the
next   several   quarters  and  believe   investor   returns  will  become  more
circumscribed. While the Fed's recent and anticipated moves might cause investor
discomfort  near  term,  we believe  they will limit the degree of any  economic
downturn and be beneficial longer term.

   The  objective  of the  American  Leading  Companies  Trust is to  invest  in
companies  that enjoy strong  market  positions in growing  markets,  have solid
financial   characteristics  and  possess  identifiable   characteristics  (i.e.
financial,  technological,  distribution,  etc.) that should enable them to gain
market share longer term.  Any  investments  in commodity type companies will be
severely limited due to our belief that they are unattractive investments longer
term.

                                                                               3

<PAGE>

Portfolio Managers' Comments--Continued



   The Fund's  investment style reflects a combination of Value and "Growth At a
Reasonable  Price"  ("GARP")  investing.  We are not  attracted to stocks solely
because they appear to be cheap and, likewise,  we are very careful about paying
high  multiples  of earnings  or cash flow even for  companies  reporting  rapid
growth.  We intend to own  approximately 40 different stocks at any one time and
spread our investments across several industry sectors.  However, we will not be
a closet index fund nor will we unduly concentrate our investments in any single
industry sector.

   At the end of the first  quarter,  the median  market  capitalization  of the
stocks in our portfolio was $28.0 billion and the mean market  capitalization of
those same stocks was $18.9 billion. Additionally, the Fund held 5 of the top 10
and 7 of the top 20 companies within the S&P 500 and 80% of our holdings were of
companies contained in the S&P 500.

   For the 12 months ended March 31, 1997, the American Leading  Companies Trust
provided a 24.73% total return.  By  comparison,  the S&P 500 advanced by 19.83%
over the same period.  The superior  return  recorded by your Fund over the past
year resulted  from:  its focus on market  sectors  (technology,  financials and
pharmaceuticals)  perceived to provide above average  attractiveness;  favorable
stock selection within those market segments (Intel +144.6%,  Microsoft  +77.8%,
KLA Instruments +61.3%,  First USA +49.6% and Bristol-Myers  Squibb +37.9%, over
the past year); the  underweighting  or avoidance of market sectors deemed to be
relatively  unattractive (autos,  housing and basic materials) and benefits from
the substantial  portfolio  realignment  that was undertaken in the third fiscal
quarter.  As previously  noted, we believe we have entered a period of increased
market volatility and reduced growth in corporate  profits.  Accordingly we have
positioned  the Fund to contain an above average  weighting of companies that we
believe possess defensive  earnings  characteristics,  superior growth potential
and the ability to successfully weather the economic disruptions that we believe
could arise over the next 12-18 months.

                                                               E. Robert Quasman

May 9, 1997
DJIA 7169.53



4

<PAGE>

Portfolio Managers' Comments
Balanced Trust

   The Legg Mason  Balanced  Trust began  operations on October 1, 1996. We felt
that this was an  opportune  time to launch a fund  with a  balanced  investment
objective,  given our beliefs  about the high  valuations  in the stock  market.
However,  the exuberance  remains in the valuations of selected large companies,
which has meant that the equity  segment of the Fund has  trailed  the return of
the S&P 500 to date.

Equity

   During 1996, 25% of the return produced by the S&P 500 Index was generated by
only five stocks--Coca Cola, Merck, Intel,  Microsoft,  and General Electric. In
fact,  had  each of the five  hundred  stocks  in the S&P  Index  been  weighted
equally,  this particular  benchmark would have generated a 13% gain, as opposed
to the 23% gain that was enjoyed last year. This trend has persisted in 1997 and
January was a month in which this particular  phenomenon was never more visible.
While companies such as Philip Morris,  Merck, and Procter & Gamble increased by
20%  during  the first  two  months of the  year,  smaller  companies  tended to
languish.

   During the first  quarter of 1997,  the Russell 2000 Index,  a broader  index
which  includes  small  and  medium-sized  companies,  actually  posted  a 5.17%
decline.  The Dow Jones Industrial  Average produced a 2.59% gain, while the S&P
500 produced a 2.68% gain. This is rather graphic evidence that the inclusion of
small and medium-sized  companies would have worked against a portfolio  manager
for the first  quarter of the year.  In fact,  the  valuation  gap between large
company  stocks and small  company  stocks has not been greater  during the last
twenty-five years, in spite of the fact that small company stocks have generated
higher  total  returns to their  shareholders  since this data was  collected in
1925--over seventy years ago.

   Our investment approach is market cap blind in that we generally go where the
value is instead of being  restricted to a certain size company.  At the present
time, the more profitable and  attractively  priced  operations tend to be among
the small and  medium-sized  companies.  Kaydon  Corporation  has put together a
string of 20% plus earnings gains in the  manufacture  of ball bearings,  rings,
and metal castings.  The company has a tremendous amount of excess cash which it
has been using to buy in its shares.  We suppose  that they would be using their
free cash flow to pay off debt if, of course, they had any debt. Other companies
such as Washington Federal, perhaps the most efficiently run savings and loan in
the country,  and York International,  one of the leading heating,  ventilation,
and air conditioning equipment manufacturers, have watched their stocks languish
during the first  quarter.  Investors  have  ignored  them in favor of virtually
throwing money at the great names of America.  If the market falters,  one would
expect investors to more assiduously analyze the value that they are getting for
their  investment  dollars.  It will more than likely be found in companies that
are not necessarily the most visible.

   Our performance  results for the first quarter were heavily influenced by our
significant  holdings of small and  medium-sized  companies  and our larger than
normal holdings of fixed income securities.  We continue to be focused on making
opportunistic  purchases  of common  stocks to reach our goal of 60% in the near
future.  The Fund  currently has 57% of its holdings in equity  securities.  Our
portfolio has held up very well during the difficult days in the market.

Fixed Income

   During the first quarter of 1997, bond prices did an abrupt  about-face after
rallying during the fourth quarter of 1996.  During this period,  yields on 1-10
year U.S.  government  securities  rose, on average,  approximately  fifty basis
points (100 basis  points = 1%).  This  weakness  can be  attributed  largely to
market participants'  concerns about expected inflationary pressures as a result
of a compara-

                                                                               5

<PAGE>

Portfolio Managers' Comments--Continued

tively  strong economy and a tight labor market.  In March, after a considerable
amount of  jawboning  over the previous  four months,  the Federal Reserve Board
opted  to  increase the rate on federal funds by  twenty-five  basis points as a
"pre-emptive  strike" to help  keep  inflation  in  check.  For the quarter, the
Lehman  Intermediate  Government/Corporate Index, which is the benchmark for the
fixed income portion of the LeggMason Balanced Trust, produced a total return of
- -0.11%.  If there is any good news,  it is that  intermediate bonds outperformed
the broader indices.  For example, the Lehman Government/Corporate Index's total
return was -0.86%  during this same period. This hike in interest rates, coupled
with  the current level of inflation,  which remains comparatively tame, has led
to attractive valuations in the fixed income market.  At some point, this should
result  in  compelling  returns,  both  in  the absolute and relative sense, for
fixed income investors.

   With  regard to the fixed  income  section of the  portfolio,  we continue to
favor treasury securities,  which, as of March 31, represented 65% of the Fund's
fixed income holdings.  In particular,  we think that seven year treasury strips
are  compelling  due to the  attractive  "roll down" yield  advantage that these
securities offer relative to coupon-bearing securities. In addition, we continue
to find the mortgage sector attractive and,  presently have 29% of the portfolio
committed to this sector.  Although mortgages  performed well and,  accordingly,
spreads  narrowed  somewhat,  we still find them  attractive  when  compared  to
corporate  securities.  The balance of the fixed  income  portion of the Fund is
invested in selective  short-term  corporate  notes and special  situations.  In
general,  we are maintaining a low exposure to corporates,  as we do not believe
that the yield spreads on these  securities  compensate for the attendant risks.
Recently, corporate spreads have begun to widen and, should this trend continue,
may present us with selected opportunities to re-enter the corporate sector.

   In sum, the fixed income portion of the portfolio is characterized by a focus
on  maintaining  the highest  credit  quality,  which we think will better serve
investors in what could be increasingly turbulent capital markets.

Performance Summary

   For the 3 months  ended March 31, 1997,  the  Balanced  Trust had a return of
- -1.74%.  By  comparison,  the  60/40  blend  of  the  S&P  500  and  the  Lehman
Intermediate  Government/Corporate Index advanced by 1.56% over the same period.
Our  performance  results  for the quarter  were  negatively  influenced  by our
significant holdings of small and medium-sized companies (which dropped 5.17% in
the quarter as  measured  by the Russell  2000 index) and our larger than normal
holdings of fixed income  securities.  We have had difficulty finding compelling
equity investments that meet our stringent value criteria.  As a result, we have
broadened  our search to  include  more small and  medium-sized  companies.  Our
selective  and careful  approach to adding  equities to the portfolio has caused
fixed income  securities to represent a higher proportion of Fund assets than we
had anticipated and although this is temporary in nature,  we feel the portfolio
is positioned well to weather the turbulence that might result from the elevated
stock market valuations that currently exist.



Woodrow H. Uible, CFA                            Dale H. Rabiner, CFA
Equity Portfolio Manager                         Fixed Income Portfolio
Manager

May 9, 1997
DJIA 7169.53

6

<PAGE>

Performance Information
Legg Mason Investors Trust, Inc.

Performance Comparison of a $10,000 Investment as of March 31, 1997

         The returns  shown on these pages are based on  historical  results and
      are not intended to indicate future performance. The investment return and
      principal  value of an investment in each of these Funds 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 a 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 following  graphs compare each Fund's total returns against that of
      the most closely matched  broad-based  securities  market index. The lines
      illustrate the cumulative  total return of an initial  $10,000  investment
      for the periods  indicated.  The line for each Legg Mason Fund  represents
      the total return after deducting all Fund investment  management and other
      administrative  expenses and the  transaction  costs of buying and selling
      securities.  The line  representing  the securities  market index does not
      include  any  transaction   costs   associated  with  buying  and  selling
      securities in the index or other  administrative  expenses.  Both the Legg
      Mason Funds' results and the indices  results assume  reinvestment  of all
      dividends and distributions.

         The American Leading Companies Trust 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.

      American Leading Companies Trust--Primary Class

                              Cumulative    Average Annual
                             Total Return    Total Return
 One Year                      +24.73%          +24.73%
 Life of Class(dagger)         +56.08           +13.23

 (dagger) Primary Class inception -- September 1, 1993



                  [Graph appears here--see plot points below]


                             American Leading    Standard & Poor's
                             Companies Trust          500 Stock
                              Primary Class      Composite Index(1)
             9/1/93              10,000                10,000
            3/31/94               9,714                 9,772
            3/31/95              10,320                11,290
            3/31/96              12,513                14,911
            3/31/97              15,608                17,869

(1) An unmanaged index of widely held common stocks.

                                                                               7

<PAGE>

Performance Information--Continued

      American Leading Companies Trust--Navigator Class

                            Cumulative Total Return
                             Life of Class(dagger)
                                    +15.16%

              (dagger) Navigator Class inception--October 4, 1996


                  [Graph appears here--see plot points below]

                                   American Leading   Standard & Poor's
                                   Companies Trust        500 Stock
                                   Navigator Class    Composite Index(1)
                    10/3/96            10,000              10,000
                   10/31/96            10,361              10,180
                   11/30/96            11,271              10,927
                   12/31/96            11,220              10,692
                    1/31/97            12,113              11,348
                    2/28/97            12,074              11,415
                    3/31/97            11,516              10,929

(1) An unmanaged index of widely held common stocks.


      Balanced Trust

                            Cumulative Total Return
                              Life of Fund(dagger)
                                     +2.02%

 (dagger) Fund inception--October 1, 1996


                  [Graph appears here--see plot points below]

                                        Standard & Poor's   Lehman Intermediate
            Balanced   Lipper Balanced      500 Stock       Government/Corporate
             Trust      Fund Index(1)   Composite Index(2)      Bond Index(3)
 10/1/96     10,000        10,000            10,000                 10,000
10/31/96     10,080        10,187            10,235                 10,177
11/30/96     10,360        10,662            10,986                 10,311
12/31/96     10,383        10,531            10,750                 10,245
 1/31/97     10,433        10,852            11,409                 10,285
 2/28/97     10,423        10,893            11,476                 10,304
 3/31/97     10,202        10,576            10,987                 10,233

(1) The  Lipper  Balanced  Fund  Index  is  composed  of  30 funds whose primary
    objective  is  to  conserve principal by maintaining a balanced portfolio of
    stocks and bonds with stock/bond ratio ranges of approximately 60%/40%.
(2) An unmanaged index of widely held common stocks.
(3) The  Lehman  Intermediate  Government/Corporate  Bond  Index  includes   the
    Government and Corporate Bond Indices,  including  U.S.  Government treasury
    and agency securities, corporate and Yankee bonds.  The  index  returns  are
    market value weighted inclusive of accrued  interest and includes bonds with
    maturities between 1 and 10 years.  The  returns  for this index are for the
    periods beginning September 30, 1996.

8

<PAGE>

American Leading Companies Trust

Selected Portfolio Performance*

      Strong Performers for the 1st quarter 1997
- --------------------------------------------------------------------------------
      First USA, Inc.                             +22.38%
      Corning Incorporated                        +14.15%
      Lucent Technologies, Incorporated           +14.05%
      Eli Lilly and Company                       +12.67%
      Schering-Plough Corporation                 +12.36%

      * Securities held for the entire quarter.



      Weak Performers for the 1st quarter 1997
- --------------------------------------------------------------------------------
      Western Atlas, Inc.                         -14.46%
      Mattel, Inc.                                -13.51%
      The PMI Group, Inc.                          -9.48%
      International Business Machines
        Corporation                                -9.02%
      Union Pacific Resources Group, Inc.          -8.55%


Portfolio Changes

      Securities Added
- --------------------------------------------------------------------------------
      Kimberly-Clark Corporation
      Conseco, Incorporated


      Securities Sold
- --------------------------------------------------------------------------------
      AT&T Corporation
      Walt Disney Company



Balanced Trust

Selected Portfolio Performance*

      Strong Performers for the 1st quarter 1997
- --------------------------------------------------------------------------------
      Time Warner, Inc.                           +15.33%
      Kansas City Southern Industries, Inc.       +11.11%
      Martin Marietta Materials, Inc.             +10.75%
      ADT Ltd.                                     +9.29%
      Jostens, Inc.                                +7.10%

      * Securities held for the entire quarter.

      Weak Performers for the 1st quarter 1997
- --------------------------------------------------------------------------------
      Stewart & Stevenson Services, Inc.          -31.33%
      York International Corporation              -25.06%
      TNP Enterprises, Inc.                       -21.92%
      Zilog, Inc.                                 -19.62%
      Archer-Daniels-Midland                      -18.75%


Portfolio Changes

      Securities Added
- --------------------------------------------------------------------------------
      Chiquita Brands International, Inc.
      Korea Fund, Inc.
      RJR Nabisco Holdings Corp.
      Toys "R" Us, Inc.
      UCAR International, Inc.
      United States Treasury Note
         6.75%   05/31/99
      YPF Sociedad Anonima ADR


      Securities Sold
- --------------------------------------------------------------------------------
      American Brands, Inc.
      John Alden Financial Corporation
      Philip Morris Companies Inc.
      Raymond James Financial, Inc.
      Raytheon Company

                                                                               9

<PAGE>

Statement of Net Assets
Legg Mason Investors Trust, Inc.
March 31, 1997
(Amounts in Thousands)

American Leading Companies Trust

<TABLE>
<CAPTION>
                                                                                                    Shares/Par       Value
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
Common Stocks and Equity Interests -- 92.2%
      Basic Materials -- 3.7%
      Monsanto Co.                                                                                      100        $ 3,825
                                                                                                                   -------
      Capital Goods -- 9.6%
      Corning Incorporated                                                                               53          2,352
      Emerson Electric Company                                                                           60          2,700
      New Holland N.V.                                                                                  100          2,225(A)
      Rockwell International Corporation                                                                 42          2,725
                                                                                                                   -------
                                                                                                                    10,002
                                                                                                                   -------
      Consumer Cyclicals -- 6.9%
      Eastman Kodak Company                                                                              44          3,338
      Mattel, Inc.                                                                                       70          1,680
      Waban, Inc.                                                                                        80          2,230(A)
                                                                                                                   -------
                                                                                                                     7,248
                                                                                                                   -------
      Consumer Staples -- 14.4%
      American Brands, Inc.                                                                              48          2,430
      Avon Products Inc.                                                                                 55          2,887
      CPC International, Inc.                                                                            15          1,230
      Colgate-Palmolive Company                                                                          20          1,992
      Kimberly-Clark Corporation                                                                         20          1,988
      Philip Morris Companies Inc.                                                                       30          3,424
      Procter & Gamble Company                                                                           10          1,150
                                                                                                                   -------
                                                                                                                    15,101
                                                                                                                   -------
      Energy -- 7.1%
      Texaco, Inc.                                                                                       20          2,190
      Union Pacific Resources Group, Inc.                                                                38          1,013
      Unocal Corporation                                                                                 55          2,097
      Western Atlas, Inc.                                                                                35          2,122(A)
                                                                                                                   -------
                                                                                                                     7,422
                                                                                                                   -------
      Financial Services -- 14.0%
      Chase Manhattan Corporation                                                                        38          3,558
      First USA, Inc.                                                                                   105          4,449
      J.P. Morgan & Co., Incorporated                                                                    18          1,769
      Mellon Bank Corporation                                                                            15          1,091
      The PMI Group, Inc.                                                                                52          2,606
      Travelers Group, Inc.                                                                              26          1,245
                                                                                                                   -------
                                                                                                                    14,718
                                                                                                                   -------
      Health Care -- 14.2%
      Aetna, Inc.                                                                                        48          4,122
      Bristol-Myers Squibb Company                                                                       44          2,596
      Conseco, Incorporated                                                                              55          1,959
      Eli Lilly and Company                                                                              16          1,316
</TABLE>

10

<PAGE>

<TABLE>
<CAPTION>
                                                                                                    Shares/Par       Value
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
      Health Care -- Continued
      Pfizer, Inc.                                                                                       20        $ 1,683
      Schering-Plough Corporation                                                                        44          3,201
                                                                                                                  --------
                                                                                                                    14,877
                                                                                                                  --------
      Technology -- 16.6%
      Electronic Data Systems Corporation                                                                80          3,230
      Intel Corporation                                                                                  33          4,591
      International Business Machines Corporation                                                        27          3,709
      KLA Instruments Corporation                                                                        90          3,285(A)
      Lucent Technologies, Incorporated                                                                  27          1,424
      Microsoft Corporation                                                                              13          1,192(A)
                                                                                                                  --------
                                                                                                                    17,431
                                                                                                                  --------
      Telecommunications -- 5.7%
      Comsat Corporation                                                                                 60          1,463
      GTE Corporation                                                                                    25          1,166
      MCI Communications Corporation                                                                     95          3,384
                                                                                                                  --------
                                                                                                                     6,013
                                                                                                                  --------
      Total Common Stocks and Equity Interests  (Identified Cost-- $73,169)                                         96,637
      --------------------------------------------------------------------------------------------------------------------
Repurchase Agreement -- 8.6%
      Lehman Brothers, Inc.
        6.68% dated 3/31/97, to be repurchased at $9,043
        on 4/1/97 (Collateral: $9,597 Federal National
        Mortgage Association Mortgage-backed Securities,
        7% due 11/1/26, value $9,278)  (Identified Cost-- $9,041)                                   $ 9,041          9,041
      --------------------------------------------------------------------------------------------------------------------
      Total Investments-- 100.8%  (Identified Cost-- $82,210)                                                      105,678
      Other Assets Less Liabilities-- (0.8%)                                                                          (811)
                                                                                                                  --------

      Net assets consisting of:
      Accumulated paid-in-capital applicable to:
        7,112 Primary shares outstanding                                                            $76,512
            4 Navigator shares outstanding                                                               50
      Undistributed net realized gain on investments                                                  4,837
      Unrealized appreciation of investments                                                         23,468
                                                                                                    -------

      Net assets-- 100.0%                                                                                         $104,867
                                                                                                                  ========

      Net asset value per share
        Primary Class                                                                                              $14.74
                                                                                                                   ======
        Navigator Class                                                                                            $14.71
                                                                                                                   ======
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

   (A) Non-income producing

       See notes to financial statements.

                                                                              11

<PAGE>
Statement of Net Assets
Legg Mason Investors Trust, Inc.
March 31, 1997
(Amounts in Thousands)

Balanced Trust

<TABLE>
<CAPTION>
                                                                                                    Shares/Par       Value
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
Common Stocks and Equity Interests -- 51.9%

      Advertising/Media -- 2.5%
      A.H. Belo Corporation                                                                               6           $215
      Time Warner, Inc.                                                                                   5            233
                                                                                                                      ----
                                                                                                                       448
                                                                                                                      ----
      Aerospace -- 2.0%

      Lockheed Martin Corporation                                                                         2            193
      Raytheon Company                                                                                    4            160
                                                                                                                      ----
                                                                                                                       353
                                                                                                                      ----
      Automotive -- 1.7%
      Ford Motor Company                                                                                 10            314
                                                                                                                      ----
      Chemicals -- 2.5%
      Ferro Corporation                                                                                   8            237
      Potash Corporation of Saskatchewan, Inc.                                                            3            205
                                                                                                                      ----
                                                                                                                       442
                                                                                                                      ----
      Computer Services & Systems -- 0.3%
      Zilog, Inc.                                                                                         2             46(A)
                                                                                                                      ----
      Construction/Building Materials -- 1.0%
      Martin Marietta Materials, Inc.                                                                     7            180
                                                                                                                      ----
      Electrical Equipment/Electronics -- 1.5%
      Pioneer-Standard Electronics, Inc.                                                                 21            268
                                                                                                                      ----
      Energy -- 3.2%
      Cabot Oil & Gas Corporation                                                                         7            117
      Phillips Petroleum Company                                                                          3            135
      Southwestern Energy Company                                                                        14            182
      YPF Sociedad Anonima ADR                                                                            5            143
                                                                                                                      ----
                                                                                                                       577
                                                                                                                      ----
      Finance -- 3.2%
      Fannie Mae                                                                                          6            213
      Salomon, Inc.                                                                                       6            289
      U.S. Trust Corporation                                                                              2             67
                                                                                                                      ----
                                                                                                                       569
                                                                                                                      ----
      Food, Beverage & Tobacco -- 5.4%
      Archer-Daniels-Midland                                                                             14            250
      Chiquita Brands International, Inc.                                                                 3            182
      RJR Nabisco Holdings Corp.                                                                          3            107
      Universal Foods Corporation                                                                         5            183
      UST, Inc.                                                                                           9            245
                                                                                                                      ----
                                                                                                                       967
                                                                                                                      ----
      Insurance/Hospital Management -- 0.6%
      MBIA, Inc.                                                                                          1            110
                                                                                                                      ----
</TABLE>

12

<PAGE>


<TABLE>
<CAPTION>
                                                                                                    Shares/Par       Value
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
      Investment Companies -- 3.1%
      Blackrock North American Government Income Trust, Inc.                                             50         $  494
      Korea Fund, Inc.                                                                                    5             72
                                                                                                                    ------
                                                                                                                       566
                                                                                                                    ------
      Manufacturing -- 5.9%
      Fleetwood Enterprises, Inc.                                                                        10            260
      Kaydon Corporation                                                                                  8            318
      National Presto Industries, Inc.                                                                    2             58
      Stewart & Stevenson Services, Inc.                                                                  1             20
      UCAR International, Inc.                                                                            4            158(A)
      York International Corporation                                                                      6            247
                                                                                                                    ------
                                                                                                                     1,061
                                                                                                                    ------
      Multi-Industry -- 1.1%
      Loews Corporation                                                                                   2            200
                                                                                                                    ------
      Real Estate -- 2.3%
      Chateau Properties, Inc.                                                                            8            200
      United Dominion Realty Trust, Inc.                                                                 15            219
                                                                                                                    ------
                                                                                                                       419
                                                                                                                    ------
      Retail -- 4.7%
      Federated Department Stores, Inc.                                                                   8            257(A)
      Jostens, Inc.                                                                                      14            317
      Toys "R" Us, Inc.                                                                                   9            266(A)
                                                                                                                    ------
                                                                                                                       840
                                                                                                                    ------
      Savings & Loan -- 1.5%
      Washington Federal, Inc.                                                                           12            263
                                                                                                                    ------
      Services -- 1.4%
      ADT, Ltd.                                                                                          10            250(A)
                                                                                                                    ------
      Telecommunications -- 0.1%
      Ameritech Corporation                                                                            N.M.             18
                                                                                                                    ------
      Transportation -- 4.4%
      AMR Corporation                                                                                     3            256(A)
      GATX Corporation                                                                                    5            230
      Kansas City Southern Industries, Inc.                                                               6            305
                                                                                                                    ------
                                                                                                                       791
                                                                                                                    ------
      Utilities -- 3.5%
      KU Energy Corporation                                                                               7            215
      NIPSCO Industries, Inc.                                                                             3            137
      TNP Enterprises, Inc.                                                                               7            150
      Western Resources, Inc.                                                                             4            135
                                                                                                                    ------
                                                                                                                       637
                                                                                                                    ------
      Total Common Stocks and Equity Interests  (Identified Cost-- $9,414)                                           9,319
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                                              13

<PAGE>

Statement of Net Assets--Continued

Balanced Trust--Continued
<TABLE>
<CAPTION>
                                                                         Rate        Maturity Date   Shares/Par      Value
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
Corporate Bonds and Notes -- 1.6%
      Time Warner Sr. Notes  (Identified Cost-- $285)                   0%               6/22/13        $  650      $  290(B)
- ---------------------------------------------------------------------------------------------------------------------------
U.S. Government and Agency Obligations -- 39.7%
      Treasury Notes/Strips -- 26.9%
      United States Treasury Notes                                      5.875%           8/15/98           300         298
      United States Treasury Notes                                      6.750%           5/31/99           500         502
      United States Treasury Notes                                      7.125%           2/29/00           750         760
      United States Treasury Notes                                      6.500%           5/31/01           250         248
      United States Treasury Bond Strip                                 0%               8/15/98         1,200       1,103(B)
      United States Treasury Bond Strip                                 0%               2/15/99           700         622(B)
      United States Treasury Bond Strip                                 0%               8/15/99           600         516(B)
      United States Treasury Bond Strip                                 0%               8/15/03           300         195(B)
      United States Treasury Bond Strip                                 0%               5/15/04           500         307(B)
      United States Treasury Bond Strip                                 0%               11/15/04          450         267(B)
                                                                                                                    ------
                                                                                                                     4,818
                                                                                                                    ------
      Mortgage-Backed Securities -- 12.8%
      Federal Home Loan Mortgage Corporation                            6.500%           1/1/26            197         184
      Federal Home Loan Mortgage Corporation                            6.000%           3/1/26             99          89
      Federal Home Loan Mortgage Corporation                            6.500%           5/1/26            321         299
      Federal National Mortgage Association                             6.000%           1/1/27            601         543
      Government National Mortgage Association                          7.000%           3/15/26            97          92
      Government National Mortgage Association                          7.000%           4/15/26           174         166
      Government National Mortgage Association                          8.000%           4/15/26            95          95
      Government National Mortgage Association                          7.500%           10/15/26          195         191
      Government National Mortgage Association                          8.000%           10/15/26          545         547
      Government National Mortgage Association                          8.000%           11/15/26           98          99
                                                                                                                    ------
                                                                                                                     2,305
                                                                                                                    ------
      Total U.S. Government and Agency Obligations  (Identified Cost-- $7,261)                                       7,123
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

14

<PAGE>

<TABLE>
<CAPTION>
                                                                                                  Shares/Par         Value
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
Repurchase Agreement -- 4.9%
      State Street Bank and Trust Co., N.A.
        4.25% dated 3/31/97, to be repurchased
        at $882 on 4/1/97 (Collateral: $900 U.S. Treasury Notes
        6.125% due 3/31/98, value $900)  (Identified Cost-- $882)                                    $  882        $   882
- ---------------------------------------------------------------------------------------------------------------------------
      Total Investments-- 98.1%  (Identified Cost-- $17,842)                                                        17,614
      Other Assets Less Liabilities-- 1.9%                                                                             334
                                                                                                                   -------

      Net assets consisting of:
      Accumulated paid-in-capital applicable to
        1,766 shares outstanding                                                                    $18,063
      Undistributed net investment income                                                                90
      Undistributed net realized gain on investments                                                     23
      Unrealized depreciation of investments                                                           (228)
                                                                                                    -------

      Net assets-- 100.0%                                                                                          $17,948
                                                                                                                   =======
      Net asset value per share                                                                                     $10.16
                                                                                                                    ======
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(A)  Non-income producing
(B)  Zero-coupon bond -- A bond with no periodic interest payments which is sold
     at such a discount as to produce a current yield-to-maturity.
N.M. Not meaningful

See notes to financial statements.

                                                                              15

<PAGE>


Statements of Operations
Legg Mason Investors Trust, Inc.
(Amounts in Thousands)

<TABLE>
<CAPTION>
                                                                                             Year Ended 3/31/97
                                                                                   ----------------------------------------
                                                                                   American Leading          Balanced
                                                                                    Companies Trust           Trust+
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
Investment Income:
      Dividends                                                                         $ 1,488                $  81
      Interest                                                                              227                  184
                                                                                        -------                -----
          Total income                                                                    1,715                  265
                                                                                        -------                -----

Expenses:
      Management fee                                                                        643                   45
      Distribution and service fees                                                         858                   45
      Transfer agent and shareholder servicing expense                                       71                    6
      Custodian fee                                                                          69                   33
      Audit and legal fees                                                                   45                   23
      Reports to shareholders                                                                25                    9
      Registration fees                                                                      22                    8
      Organization expense                                                                   18                    8
      Directors' fees                                                                         9                    6
      Other expenses                                                                          7                    1
                                                                                        -------                -----
                                                                                          1,767                  184
          Less fees waived                                                                  (94)                 (72)
                                                                                        -------                -----
          Total expenses, net of waivers                                                  1,673                  112
                                                                                        -------                -----
      Net Investment Income                                                                  42                  153
                                                                                        -------                -----
Net Realized and Unrealized Gain (Loss) on Investments:

      Realized gain on investments                                                        9,367                   23
      Change in unrealized appreciation (depreciation) of investments                     8,419                 (228)
                                                                                        -------                -----
      Net Realized and Unrealized Gain (Loss) on Investments                             17,786                 (205)
===========================================================================================================================
      Change in Net Assets Resulting from Operations                                    $17,828                $ (52)
                                                                                        =======                =====
</TABLE>

      +Commencement of Operations--October 1, 1996.

      See notes to financial statements.


16


<PAGE>

Statements of Changes in Net Assets
Legg Mason Investors Trust, Inc.
(Amounts in Thousands)

<TABLE>
<CAPTION>
                                                                                American Leading Companies       Balanced
                                                                                           Trust                   Trust
                                                                                --------------------------      ----------

                                                                                                                10/1/96(A)
                                                                                        Years Ended                 to
                                                                                  3/31/97         3/31/96         3/31/97
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
Change in Net Assets:

      Net investment income                                                       $    42        $   472         $  153

      Net realized gain (loss) on investments                                       9,367         (1,094)            23

      Change in unrealized appreciation (depreciation) of investments               8,419         13,705           (228)
- ---------------------------------------------------------------------------------------------------------------------------
      Change in net assets resulting from operations                               17,828         13,083            (52)
      Distributions to shareholders:
         From net investment income:
           Primary Class                                                             (137)          (608)           (63)
           Navigator Class                                                             (1)           N/A            N/A
         From net realized gain on investments:
           Primary Class                                                           (2,899)            --             --
           Navigator Class                                                             (2)           N/A            N/A
      Change in net assets from Fund share transactions:
           Primary Class                                                           13,928          3,640         18,062
           Navigator Class                                                             50            N/A            N/A
- ---------------------------------------------------------------------------------------------------------------------------
         Change in net assets                                                      28,767         16,115         17,947

Net Assets:
      Beginning of period                                                          76,100         59,985              1
                                                                             ----------------------------------------------
      End of period                                                              $104,867        $76,100        $17,948
- ---------------------------------------------------------------------------------------------------------------------------
      Undistributed net investment income, end of period                         $     --        $    41        $    90
                                                                                 ========        =======        =======
</TABLE>

(A)  Commencement of operations.

     See notes to financial statements.

                                                                              17

<PAGE>

Financial Highlights
Legg Mason Investors 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>
                                           Investment Operations                   Distributions From:
                              -------------------------------------------------  -----------------------

                              Net Asset     Net       Net Realized     Total                     Net                      Net Asset
                                Value,   Investment  and Unrealized     From        Net       Realized                      Value,
                              Beginning    Income    Gain(Loss) on   Investment  Investment    Gain on        Total         End of
                              of Period    (Loss)     Investments    Operations    Income    Investments  Distributions     Period
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
American Leading Companies
      --Primary Class
         Years Ended Mar. 31,
        1997                    $12.23     $.01(G)        $3.00         $3.01      $(.02)       $(.48)       $(.50)         $14.74
        1996                     10.18      .07(G)         2.08          2.15       (.10)          --         (.10)          12.23
        1995                      9.69      .12(G)          .48           .60       (.11)          --         (.11)          10.18
        Sept. 1, 1993(A)-
          Mar. 31, 1994          10.00      .06(G)         (.34)         (.28)      (.03)          --         (.03)           9.69
      --Navigator Class

        Oct. 4, 1996(B) to
          Mar. 31, 1997         $13.30     $.07(H)        $1.94         $2.01      $(.12)       $(.48)       $(.60)         $14.71



Balanced Trust
        Oct. 1, 1996(C)-
          Mar. 31, 1997         $10.00     $.09(I)        $ .11         $ .20      $(.04)       $  --        $(.04)         $10.16
</TABLE>




<TABLE>
<CAPTION>
                                                                        Ratios/Supplemental Data
                                     ----------------------------------------------------------------------------------------------
                                                                         Net
                                                                      Investment                       Average        Net Assets
                                                      Expenses       Income(Loss)       Portfolio     Commission        End of
                                     Total           to Average       to Average        Turnover        Rate            Period
                                     Return          Net Assets       Net Assets          Rate          Paid(F)      (in thousands)
<S> <C>
American Leading Companies
      --Primary Class
         Years Ended Mar. 31,
        1997                          24.73%           1.95%(G)          .05%(G)          55.7%          $.0640         $104,812
        1996                          21.24%           1.95%(G)          .69%(G)          43.4%              --           76,100
        1995                           6.24%           1.95%(G)         1.21%(G)          30.5%              --           59,985
        Sept. 1, 1993(A)-
          Mar. 31, 1994               (2.86)%(D)       1.95%(E,G)       1.14%(E,G)        21.0%(E)           --           55,022
      --Navigator Class

        Oct. 4, 1996(B) to
          Mar. 31, 1997               15.16%(D)         .86%(E,H)        .98%(E,H)        55.7%          $.0640         $     55



Balanced Trust
        Oct. 1, 1996(C)-
          Mar. 31, 1997                2.02%(D)        1.85%(E,I)       2.52%(E,I)         5.1%(E)       $.0622         $ 17,948
</TABLE>

- ------------
(A)  For the period September 1, 1993  (commencement of operations) to March 31,
     1994.
(B)  For the period October 4, 1996  (commencement of sale of Navigator  Shares)
     to March 31, 1997.
(C)  For the period  October 1, 1996  (commencement  of operations) to March 31,
     1997.
(D)  Not annualized
(E)  Annualized
(F)  Pursuant to SEC  regulations  effective  for fiscal years  beginning  after
     September 1, 1995, this is the commission rate paid on securities purchased
     and sold by each Fund.
(G)  Net of fees waived in excess of 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 and for the years ended March 31, 1995,
     1996 and 1997 would have been 2.28%, 2.12%, 2.20%, and 2.06%, respectively.
(H)  Net of fees waived pursuant to a voluntary  expense  limitation of 0.95% 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
     October 4, 1996 to March 31, 1997 would have been 0.97%.
(I)  Net of fees waived in excess of a voluntary expense  limitation of 1.85% 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
     October  1, 1996 to March 31,  1997  would  have been  3.03%.

See notes to financial statements.


18


<PAGE>

Notes to Financial Statements
Legg Mason Investors Trust, Inc.
(Amounts in Thousands)

1. Significant Accounting Policies:

           The Legg Mason  Investors  Trust,  Inc.  ("Trust")  consisting of the
      American Leading  Companies Trust ("American  Leading  Companies") and the
      Balanced Trust ("Balanced Trust") (each separately referred to as a "Fund"
      and  collectively  as the  "Funds")  is  registered  under the  Investment
      Company  Act  of  1940,  as  amended,  each  as an  open-end,  diversified
      investment company.
           American Leading Companies consists of two classes of shares: Primary
      Class,  offered  since  1993,  and  Navigator  Class,  offered  to certain
      institutional  investors since October 4, 1996. The income and expenses of
      the Fund are allocated proportionately to the two classes of shares except
      for Rule  12b-1  distribution  fees,  which are  charged  only on  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   securities,   and  listed
      securities  for which no sales price is available,  are valued at the mean
      between  the  latest bid and asked  prices.  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.  Fixed  income  securities  with 60 days or less  remaining  to
      maturity are valued using the amortized  cost method,  which  approximates
      current market value.

      Investment Income and Distributions to Shareholders

           Dividend and interest income and expenses are recorded on the accrual
      basis. 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,  if  available,   will  be  paid  annually  for  American  Leading
      Companies,  and  quarterly  for  Balanced  Trust.  Distributions  from net
      capital  gains,   if  available,   will  be  made   annually.   Additional
      distributions will be made when necessary.

      Investment Transactions

           Security  transactions are recorded on the trade date. Realized gains
      and losses from security  transactions  are reported on an identified cost
      basis for both  financial  reporting and federal  income tax purposes.  At
      March 31,  1997,  $936 was payable for  securities  purchased  but not yet
      received for American Leading Companies.

      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  Funds'  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.  The Funds'  investment  advisers,
      acting under the supervision of their Board of Directors, review the value
      of the collateral and the creditworthiness of those banks and dealers with
      which the Funds enter into  repurchase  agreements  to evaluate  potential
      risks.

                                                                              19


<PAGE>


Notes to Financial Statements--Continued
Legg Mason Investors Trust, Inc.
(Amounts in Thousands)


      Deferred Organizational Expenses

           Deferred   organizational   expenses  of  $89  for  American  Leading
      Companies  and $86 for  Balanced  Trust are being  amortized on a straight
      line basis over 5 years commencing on the date their respective operations
      began.

      Federal Income Taxes

           No provision for federal income or excise taxes is required since the
      Funds intend to qualify, or to continue to qualify as regulated investment
      companies  and   distribute   all  of  their   taxable   income  to  their
      shareholders.

      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:

           For the year ended March 31, 1997 investment  transactions (excluding
      short-term investments) were as follows:

                                   Purchases   Proceeds from Sales
- --------------------------------------------------------------------------------
American Leading Companies          $50,086          $45,539
Balanced Trust                       17,540              670

          At March 31, 1997, cost,  aggregate gross unrealized  appreciation and
     gross unrealized  depreciation  based on the cost of securities for federal
     income tax purposes for each Fund were as follows:

                                Cost    Appreciation  (Depreciation)    Net
- --------------------------------------------------------------------------------
American Leading Companies    $82,238      $24,305       $(865)      $23,440
Balanced Trust                 17,851          265        (502)         (237)

3. Transactions with Affiliates:

           Each 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 Funds.  Pursuant to their  respective  agreements,
      the Manager provides the Funds with management and administrative services
      for which each Fund pays a fee,  computed daily and payable  monthly at an
      annual rate of 0.75% of each Fund's respective average daily net assets.
           The Manager has agreed to waive its fees and to  reimburse  each Fund
      for  its  expenses   (exclusive   of  taxes,   interest,   brokerage   and
      extraordinary  expenses)  which in any month are in excess of annual rates
      based on average daily net assets  according to the  following  schedules:
      for American Leading Companies Primary Class, 1.95% indefinitely; American
      Leading Companies  Navigator Class, 0.95%  indefinitely;  and for Balanced
      Trust,  1.85%  until  July 31,  1997.  For the year ended  March 31,  1997
      management  fees of $94,  and  $46,  respectively,  for  American  Leading
      Companies (Primary and Navigator Classes combined) and Balanced Trust were
      waived  and  $64  and $0  were  due to the  Manager  by  American  Leading
      Companies  (Primary and Navigator  Classes  combined) and Balanced  Trust,
      respectively.

20


<PAGE>

           Legg  Mason  Capital  Management,   Inc.  ("LMCM"),  a  wholly  owned
      subsidiary of Legg Mason,  Inc., serves as investment  adviser to American
      Leading Companies.  LMCM is responsible for the actual investment activity
      of the Fund.  The  Manager  pays LMCM a fee for its  services at an annual
      rate equal to 40% of the fee received by the Manager.
           Bartlett & Co. ("Bartlett"), a wholly owned subsidiary of Legg Mason,
      Inc.,  serves  as  investment  adviser  to  Balanced  Trust.  Bartlett  is
      responsible  for the actual  investment  activity of the Fund. The Manager
      pays Bartlett a fee for its services at an annual rate equal to 67% of the
      fee received by the Manager.
           Legg  Mason,  as  distributor  of  the  Funds,   receives  an  annual
      distribution  fee and an annual  service fee,  computed  daily and payable
      monthly, from each of the Funds at annual rates based on the average daily
      net assets of each  Fund's  Primary  Class as  follows:  American  Leading
      Companies,  0.75% and 0.25%;  and  Balanced  Trust  0.50% and  0.25%,  for
      distribution   and  service  fees,   respectively.   At  March  31,  1997,
      distribution  and  service  fees due to the  distributor  were as follows:
      American Leading Companies, $92; and Balanced Trust, $11.
          No  brokerage  commissions  were paid to Legg Mason or its  affiliates
     during the year ended March 31, 1997.
          Legg Mason also has an  agreement  with the Funds'  transfer  agent to
     assist it with some of its duties. For this assistance, Legg Mason was paid
     the  following  amounts by the transfer  agent for the year ended March 31,
     1997: American Leading Companies, $22; and Balanced Trust, $2.

4. Line of Credit:

           The Funds, along with certain other Legg Mason Funds,  participate in
      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  principal  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 year
      ended  March  31,  1997,  the Funds  had no  borrowings  under the line of
      credit.

5. Fund Share Transactions:

           At March 31, 1997,  there were 1,000,000  shares  authorized at $.001
      par value for all  portfolios  of the Trust.  Share  transactions  were as
      follows:


<TABLE>
<CAPTION>
                                                                 Reinvestment
                                                 Sold          of Distributions      Repurchased               Net Change
                                          -----------------    ----------------   -----------------        ----------------
                                          Shares     Amount    Shares   Amount    Shares     Amount        Shares    Amount
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
      American Leading Companies
      --Primary Class
        Year Ended March 31, 1997          1,720    $25,050       210   $2,991    (1,042)   $(14,113)         888   $13,928
        Year Ended March 31, 1996          1,457     16,227        54      594    (1,178)    (13,181)         333     3,640

      --Navigator Class
        Oct. 4, 1996+ to March 31, 1997        4         50        --       --        --          --            4        50

      Balanced Trust
        Oct. 1, 1996++ to March 31, 1997   1,973     20,213         6       61      (213)     (2,212)       1,766    18,062

       + Commencement of sale of Navigator shares.
      ++ Commencement of operations.
</TABLE>

                                                                              21

<PAGE>

Report of Ernst & Young LLP, Independent Auditors


To the Shareholders and Directors of Legg Mason Investors Trust, Inc.:

   We have audited the  accompanying  statements of net assets of the Legg Mason
Investors Trust, Inc. (the "Trust")  (comprising,  respectively,  the Legg Mason
American Leading  Companies Trust and the Legg Mason Balanced Trust) as of March
31, 1997, and the related statements of operations, statements of changes in net
assets,  and financial  highlights  for each of the periods  indicated  therein.
These financial  statements and financial  highlights are the  responsibility of
the Trust'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 and financial  highlights.  Our procedures  included  confirmation of
securities owned as of March 31, 1997, 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 each
of the respective  portfolios  constituting the Legg Mason Investors Trust, Inc.
at March 31,  1997,  and the results of their  operations,  changes in their net
assets,  and their financial  highlights for the periods indicated  therein,  in
conformity with generally accepted accounting principles.

                                                /s/ Ernst & Young LLP



Baltimore, Maryland
April 22, 1997


22


<PAGE>

                           Legg Mason Family of Funds

================================================================================
Equity Funds

LEGG MASON BALANCED TRUST
Growth  and  Income--An   equity  mutual  fund  which  seeks  long-term  capital
appreciation  and  current  income  in  order to  achieve  an  attractive  total
investment return consistent with reasonable risk.

LEGG MASON TOTAL RETURN TRUST
Growth and Income--An  equity mutual fund with investment  objectives of capital
appreciation  and current income.

LEGG MASON AMERICAN  LEADING  COMPANIES TRUST
Growth--A large capitalization  equity mutual fund which seeks long-term capital
appreciation and current income consistent with prudent investment management.

LEGG MASON VALUE TRUST
Growth--An  equity mutual fund which seeks long-term growth of capital using the
"Value Approach" to investing.

LEGG MASON SPECIAL INVESTMENT TRUST
Aggressive Growth--An equity mutual fund which seeks capital appreciation.
It  invests  principally  in  securities  of  companies  that  are  involved  in
restructurings  or other  special  situations,  or are out of favor with, or not
closely followed by the market.

================================================================================
Global Funds

LEGG MASON EMERGING MARKETS TRUST
Aggressive  Growth--A  mutual  fund  which is  designed  for  investors  seeking
long-term growth possibilities available in emerging markets.+

LEGG MASON INTERNATIONAL EQUITY TRUST
Aggressive  Growth--A  diversified,  professionally  managed  portfolio  seeking
maximum  long-term  total  return by  investing  primarily  in common  stocks of
companies located outside the United States.+

LEGG MASON GLOBAL GOVERNMENT TRUST
Growth and Income--A global bond fund which seeks to provide a competitive total
return  by  investing  primarily  in a global  portfolio  of high  quality  debt
securities   of   U.S.   and   foreign    governments,    their   agencies   and
instrumentalities, denominated in various currencies.+

================================================================================
Taxable Bond Funds

LEGG MASON U.S. GOVERNMENT INTERMEDIATE-TERM PORTFOLIO
Conservative  Income--A  mutual fund which seeks to achieve high current  income
consistent with prudent investment risk and liquidity needs.

LEGG MASON INVESTMENT GRADE INCOME PORTFOLIO
Income--A  mutual  fund which  seeks to provide  investors  with a high level of
current income through a diversified portfolio of debt instruments.

LEGG MASON HIGH YIELD PORTFOLIO
Growth and Income--A fund which seeks to provide high current  income,  and as a
secondary objective, seeks capital appreciation. Under normal circumstances, the
Fund will  invest a  majority  of its total  assets in high yield  fixed  income
securities  commonly  known as "junk"  bonds.  The Fund may  invest up to 25% of
total assets in foreign securities.

================================================================================
Tax-Free Bond Funds

LEGG MASON TAX-FREE
INTERMEDIATE-TERM INCOME TRUST
Tax-Free  Income--A  fund which seeks a high level of current income exempt from
federal income tax consistent with prudent investment risk.++

LEGG MASON MARYLAND TAX-FREE INCOME TRUST
Tax-Free Income--A fund whose objective is a high level of current income exempt
from federal, Maryland state, and local income taxes.++

LEGG MASON PENNSYLVANIA TAX-FREE INCOME TRUST
Tax-Free  Income--A  fund which seeks a high level of current income exempt from
federal income tax and Pennsylvania personal income tax.++

================================================================================
Money Market Funds

LEGG MASON U.S. GOVERNMENT MONEY MARKET PORTFOLIO
A professionally  managed  portfolio seeking high current income consistent with
liquidity and conservation of principal.*

LEGG MASON CASH RESERVE TRUST
A diversified  management investment company investing in money market
instruments to achieve  stability of principal and current income  consistent
with stability of principal.*

LEGG MASON TAX EXEMPT TRUST
A money market fund seeking to produce high current  income  exempt from federal
income tax, to preserve capital and to maintain liquidity.*

 +   Investment in foreign securities involves increased risks, such as currency
     rate fluctuations, foreign taxation and political changes.
++   Income  produced from the tax-free  funds may be subject to state and local
     taxes.  Long-term  capital gain  distributions  generally  are  taxable.  A
     portion of each Fund's dividends may be subject to the federal  alternative
     minimum tax.
 *   An  investment in any of these Funds is neither  insured nor  guaranteed by
     the U.S.  Government  and there can be no  guarantee  that these Funds will
     maintain a stable $1 share price.

For a prospectus  containing more complete  information,  including  charges and
expenses on any of the Legg Mason  funds,  call  1-800-577-8589.  Please read it
carefully before investing or sending money.

                                                                              23



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