<SEQUENCE>2

<FILENAME>ex1-1_031306.txt

<DESCRIPTION>UNDERWRITING AGREEMENT

<TEXT>

                                Legg Mason, Inc.



                                9,000,000 Shares

                                  Common Stock

                                ($0.10 par value)



                             Underwriting Agreement





                                                              New York, New York

                                                                   March 9, 2006



Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY  10013



Ladies and Gentlemen:



         AMAD Holdings Inc. (the "Selling Stockholder"), proposes to sell to

Citigroup Global Markets Inc. (the "Underwriter"), (i) 5,393,545 shares of

Common Stock, $0.10 par value ("Common Stock") and (ii) 3.606455 shares of

Series A Convertible Preferred Stock, $10.00 par value, convertible into

3,606,455 shares of Common Stock, of Legg Mason, Inc., a corporation organized

under the laws of Maryland (the "Company") (said shares to be sold by the

Selling Stockholder being hereinafter called the "Underwritten Securities"). The

Selling Stockholder also propose to grant to the Underwriter an option to

purchase up to 1,350,000 additional shares of Common Stock issuable upon

conversion of 1.35 shares of Series A Non-Voting Convertible Preferred Stock

(the "Preferred Stock") to cover over-allotments (the "Option Securities"; the

Option Securities, together with the Underwritten Securities, being hereinafter

called the "Securities").



         Any reference herein to the Registration Statement, the Basic

Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to

refer to and include the documents incorporated by reference therein pursuant to

Item 12 of Form S-3 which were filed under the Exchange Act on or before the

Effective Date of the Registration Statement or the issue date of the Basic

Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be;

and any reference herein to the terms "amend," "amendment" or "supplement" with

respect to the Registration Statement, the Basic Prospectus, any Preliminary

Prospectus or the Prospectus shall be deemed to refer to and include the filing

of any document under the Exchange Act after the Effective Date of the

Registration Statement, or the issue date of the Basic Prospectus, any

Preliminary Prospectus or the Prospectus, as the case may be, deemed to be

incorporated therein by reference.



         The use of the neuter in this Agreement shall include the feminine and

masculine wherever appropriate. Certain terms used herein are defined in Section

16 hereof.



         1.    Representations and Warranties.

<PAGE>



         (i) The Company represents and warrants to, and agrees with, the

Underwriter as set forth below in this Section 1.



         (a) The Company meets the requirements for use of Form S-3 under the

Act and has prepared and filed with the Commission an automatic shelf

registration statement, as defined in Rule 405, on Form S-3 (file number

333-132074), including a related basic prospectus, for registration under the

Act of shares of Common Stock and the offering thereof from time to time in

accordance with Rule 415. Such Registration Statement, including any amendments

thereto filed prior to the Execution Time, became effective upon filing. The

Company may have filed with the Commission, as part of an amendment to the

Registration Statement or pursuant to Rule 424(b), one or more Preliminary

Prospectuses, each of which has previously been furnished to you. The Company

will file with the Commission a final prospectus supplement relating to the

Securities in accordance with Rule 424(b). As filed, such final prospectus

supplement shall contain all information required by the Act and the rules

thereunder, and, except to the extent the Underwriter shall agree in writing to

a modification, shall be in all substantive respects in the form furnished to

you prior to the Execution Time or, to the extent not completed at the Execution

Time, shall contain only such specific additional information and other changes

(beyond that contained in the Basic Prospectus and any Preliminary Prospectus)

as the Company has advised you, prior to the Execution Time, will be included or

made therein. The Registration Statement, at the Execution Time, meets the

requirements set forth in Rule 415(a)(1)(x).



         (b) On the Effective Date, the Registration Statement did, and when the

Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date

(as defined herein) and on any date on which Option Securities are purchased, if

such date is not the Closing Date (a "Settlement Date"), the Prospectus (and any

supplements thereto) will, comply in all material respects with the applicable

requirements of the Act and the rules thereunder; on the Effective Date and at

the Execution Time, the Registration Statement did not and will not contain any

untrue statement of a material fact or omit to state any material fact required

to be stated therein or necessary in order to make the statements therein not

misleading; and on the date of any filing pursuant to Rule 424(b), and on the

Closing Date and any Settlement Date, the Prospectus (together with any

supplement thereto) will not, include any untrue statement of a material fact or

omit to state a material fact necessary in order to make the statements therein,

in the light of the circumstances under which they were made, not misleading;

provided, however, that the Company makes no representations or warranties as to

the information contained in or omitted from the Registration Statement, or the

Prospectus (or any supplement thereto) in reliance upon and in conformity with

information furnished in writing to the Company by the Underwriter or the

Selling Stockholder specifically for inclusion in the Registration Statement or

the Prospectus (or any supplement thereto), it being understood and agreed that

the only such information furnished (i) by the Underwriter consists of the

information described as such in Section 8(c) hereof and (ii) by the Selling

Stockholder consists of the information described as such in Section 8(b)

hereof.



         (c) The Disclosure Package and the price to the public, the number of

Underwritten Securities and the number of Option Securities to be included on

the cover page of the Prospectus, when taken together as a whole, do not contain

any untrue statement of a material fact or omit to state any material fact

necessary in order to make the statements therein, in the light of the

circumstances under which they were made, not misleading. The preceding sentence





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<PAGE>



does not apply to statements in or omissions from the Disclosure Package based

upon and in conformity with written information furnished to the Company by the

Underwriter specifically for use therein, it being understood and agreed that

the only such information furnished by the Underwriter consists of the

information described as such in Section 8 hereof.



         (d) (i) At the time of filing the Registration Statement, (ii) at the

time of the most recent amendment thereto for the purposes of complying with

Section 10(a)(3) of the Act (whether such amendment was by post-effective

amendment, incorporated report filed pursuant to Section 13 or 15(d) of the

Exchange Act or form of prospectus), (iii) at the time the Company or any person

acting on its behalf (within the meaning, for this clause only, of Rule 163(c))

made any offer relating to the Securities in reliance on the exemption in Rule

163, and (iv) at the Execution Time (with such date being used as the

determination date for purposes of this clause (iv)), the Company was or is (as

the case may be) a "well-known seasoned issuer" as defined in Rule 405.



         (e) (i) At the earliest time after the filing of the Registration

Statement that the Company or another offering participant made a bona fide

offer (within the meaning of Rule 164(h)(2)) of the Securities and (ii) as of

the Execution Time (with such date being used as the determination date for

purposes of this clause (ii)), the Company was not and is not an Ineligible

Issuer (as defined in Rule 405), without taking account of any determination by

the Commission pursuant to Rule 405 that it is not necessary that the Company be

considered an Ineligible Issuer.



         (f) Each Issuer Free Writing Prospectus, if any, does not include any

information that conflicts with the information contained in the Registration

Statement, including any document incorporated therein and any prospectus

supplement deemed to be a part thereof that has not been superseded or modified.

The foregoing sentence does not apply to statements in or omissions from the

Disclosure Package based upon and in conformity with written information

furnished to the Company by the Underwriter specifically for use therein, it

being understood and agreed that the only such information furnished by the

Underwriter consists of the information described as such in Section 8 hereof.



         (g) The Company has been duly incorporated or organized and is validly

existing in good standing under the laws of the State of Maryland with full

power and authority to own or lease, as the case may be, and to operate its

properties and conduct its business as described in the Disclosure Package and

the Prospectus, and is duly qualified to do business as a foreign corporation

and is in good standing under the laws of each jurisdiction which requires such

qualification, whether by reason of the ownership or leasing of property or the

conduct of business, except where the failure to so qualify would not result in

a Material Adverse Effect (as defined below).



         (h) Except as would not result in a Material Adverse Effect, each of

the Company's subsidiaries: (i) has been duly incorporated or organized, (ii) is

validly existing in good standing under the laws of the jurisdiction in which it

is chartered or organized with all requisite power and authority to own or

lease, as the case may be, and to operate its properties and conduct its

business as described in the Disclosure Package and the Prospectus, and (iii) is

duly qualified to do business as a foreign corporation or organization and is in

good standing





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under the laws of each jurisdiction which requires such qualification, whether

by reason of the ownership or leasing of property or the conduct of business.



         (i) Except as would not result in a Material Adverse Effect: (i) all

the outstanding shares of capital stock of each subsidiary have been duly and

validly authorized and issued and are fully paid and nonassessable, and, (ii)

except as otherwise set forth in the Disclosure Package and the Prospectus, all

outstanding shares of capital stock of the subsidiaries are owned by the Company

either directly or through wholly owned subsidiaries free and clear of any

perfected security interest or any other security interests, claims, liens or

encumbrances.



         (j) Each of the Company's (a) Form 10-K, for the fiscal year ended

March 31, 2005, (b) Form 10-Qs for the periods ended June 30, 2005, September

30, 2005 and December 31, 2005, (c) Information Statement for the 2005 annual

meeting of shareholders pursuant to Section 14(c) of the Exchange Act, and (d)

current reports on Form 8-K filed since March 31, 2005 and incorporated by

reference in the Registration Statement and the Prospectus (collectively, the

documents listed in (a), (b), (c) and (d) above are referred to as the "1934 Act

Reports") filed with the Commission pursuant to the Exchange Act at the time

they were or hereafter are filed with the Commission complied or will comply in

all material respects with the requirements of the Exchange Act and the rules

and regulations of the Commission thereunder, and, when read together with the

other information in the Prospectus, at the time the Registration Statement

became effective and at the Closing Time, did not and will not include an untrue

statement of a material fact or omit to state a material fact required to be

stated therein or necessary to make the statements therein not misleading.



         (k) The Company's authorized equity capitalization is as set forth in

the Disclosure Package and the Prospectus. The capital stock of the Company

conforms in all material respects to the description thereof contained in the

Disclosure Package and the Prospectus. The outstanding shares of Common Stock

have been duly and validly authorized and issued and are fully paid and

nonassessable, except that the shares of Common Stock to be issued on the

Closing Date upon conversion of the Preferred Stock will, upon issuance, be duly

and validly authorized and issued, and will be fully paid and nonassessable upon

the Closing Date. The Securities being sold hereunder by the Selling Stockholder

have been duly and validly authorized, and are fully paid and nonassessable,

except that the shares of Common Stock to be issued on the Closing Date upon

conversion of the Preferred Stock will, upon issuance, be duly and validly

authorized and issued, and will be fully paid and nonassessable upon the Closing

Date. The Securities being sold hereunder by the Selling Stockholder are duly

listed, and admitted and authorized for trading, on the New York Stock Exchange,

except that the Common Stock to be issued on the Closing Date upon conversion of

the Preferred Stock will, upon issuance, be duly listed, and admitted and

authorized for trading, on the New York Stock Exchange on the Closing Date. The

certificates for the Securities are in valid and sufficient form; the holders of

outstanding shares of capital stock of the Company are not entitled to

preemptive or other rights to subscribe for the Securities.



         (l) There is no franchise, contract or other document of a character

required to be described in the Registration Statement or the Prospectus, or to

be filed as an exhibit thereto, which is not described or filed as required.







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<PAGE>



         (m) This Agreement has been duly authorized, executed and delivered by

the Company.



         (n) The Company is not and, after giving effect to the offering and

sale of the Securities by the Selling Stockholder, will not be an "investment

company" as defined in the Investment Company Act of 1940, as amended.



         (o) No consent, approval, authorization, filing with or order of any

court or governmental agency or body is required by the Company in connection

with the transactions contemplated herein, except such as have been obtained by

the Company under the Act and such as may be required by the Company under the

blue sky laws of any jurisdiction in connection with the purchase and

distribution of the Securities by the Underwriter in the manner contemplated

herein and in the Disclosure Package and the Prospectus.



         (p) Neither the sale of the Securities nor the consummation of any

other of the transactions herein contemplated nor the fulfillment of the terms

hereof by the Company will conflict with, result in a breach or violation of, or

imposition of any lien, charge or encumbrance upon any property or assets of its

Company or any of its subsidiaries pursuant to, (i) the charter or by-laws of

the Company or any of its subsidiaries, (ii) the terms of any indenture,

contract, lease, mortgage, deed of trust, note agreement, loan agreement or

other agreement, obligation, condition, covenant or instrument to which the

Company or any of its subsidiaries is a party or bound or to which their

property is subject, or (iii) any statute, law, rule, regulation, judgment,

order or decree applicable to the Company or any of its subsidiaries of any

court, regulatory body, administrative agency, governmental body, arbitrator or

other authority having jurisdiction over the Company or any of its subsidiaries

or any of its or their properties; except, in the case of clause (ii) or (iii),

for any such conflict, breach, violation or imposition that would not have a

Material Adverse Effect.



         (q) Except for those rights contained in the Registration and Investor

Rights Agreement, by and between Citigroup Inc. and the Company, dated as of

December 1, 2005, and the Registration Rights Agreement, among the Company,

Permal Group SCA, Worms UK Ltd. and the other shareholders identified therein,

dated November 3, 2005 (together, the "Registration Rights Agreements"), and

except for those rights of employees of the Company with respect to

registrations on Form S-8 as of the date of this Agreement, no holders of

securities of the Company have rights to the registration of any such securities

that have not been so registered.



         (r) The consolidated historical financial statements and schedules of

the Company incorporated by reference in the Disclosure Package, the Prospectus

and the Registration Statement present fairly the financial condition, results

of operations and cash flows of the Company and its consolidated subsidiaries as

of the dates and for the periods indicated, comply as to form with the

applicable accounting requirements of the Act and have been prepared in

conformity with generally accepted accounting principles applied on a consistent

basis throughout the periods involved (except as otherwise noted therein). The

selected consolidated financial data set forth under the caption "Selected

Financial Data" incorporated by reference in the Disclosure Package, the

Prospectus and the Registration Statement fairly present, on the basis stated in

the Disclosure Package, the Prospectus and the Registration Statement, the





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<PAGE>



information included therein. The pro forma financial statements incorporated by

reference into the Disclosure Package, the Prospectus and the Registration

Statement include assumptions that provide a reasonable basis for presenting the

significant effects directly attributable to the transactions and events

described therein, the related pro forma adjustments give appropriate effect to

those assumptions, and the pro forma adjustments reflect the proper application

of those adjustments to the historical financial statement amounts in the pro

forma financial statements included in the Prospectus and the Registration

Statement. The pro forma financial statements included in the Prospectus and the

Registration Statement comply as to form in all material respects with the

applicable accounting requirements of Regulation S-X under the Act and the pro

forma adjustments have been properly applied to the historical amounts in the

compilation of those statements.



         (s) No action, suit or proceeding by or before any court or

governmental agency, authority or body or any arbitrator involving the Company

or any of its subsidiaries or its or their respective properties is pending or,

to the best knowledge of the Company, threatened that (i) could reasonably be

expected to have a material adverse effect on the performance of this Agreement

or the consummation of any of the transactions contemplated hereby or (ii) could

reasonably be expected to have a material adverse effect on the condition

(financial or otherwise), prospects, earnings, business or properties of the

Company and its subsidiaries, taken as a whole, whether or not arising from

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