Date of Report (Date of earliest event reported)

November 12, 2004

LEGG MASON, INC.

(Exact name of registrant as specified in its charter)

Maryland

1-8529

52-1200960

(State or Other Jurisdiction
of Incorporation)

(Commission File
No.)

(IRS Employer
Identification No.)

100 Light Street, Baltimore, Maryland

21202

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:

(410) 539-0000

Not Applicable 

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR

240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR

240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement.

On November 12, 2004, Deutsche Investment Management Americas Inc., Legg Mason, Inc. and Legg Mason Investment Counsel, LLC, a wholly owned subsidiary of Legg Mason, Inc., entered into an asset purchase agreement whereby Legg Mason Investment Counsel will acquire from Deutsche Investment Management Americas the New York City, Philadelphia, Cincinnati and Chicago offices of Scudder Private Investment Counsel. Under the terms of the agreement, Legg Mason will pay $55 million in cash at closing and up to $26.3 million in cash after one year based on the revenues of the acquired business at that time. The four offices to be acquired in the transaction have approximately $5.8 billion of assets under management. The transaction is expected to close by December 31, 2004.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LEGG MASON, INC.

(Registrant)

Date:  November 16, 2004

By:

/s/ Robert F. Price

Robert F. Price

Senior Vice President, Secretary

and General Counsel