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                                                                   EXHIBIT 10(b)
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                         FORM OF DISTRIBUTION PLAN OF
                         LEGG MASON VALUE TRUST, INC.


     WHEREAS, Legg Mason Value Trust, Inc. (the "Corporation") is an open-end
management investment company registered under the Investment Company Act of
1940, as amended ("1940 Act"), and has offered, and intends to continue
offering, for public sale shares of common stock known as the Legg Mason Value
Trust (the "Fund");

     WHEREAS, the Corporation has registered the offering of its shares of
common stock under a Registration Statement filed with the Securities and
Exchange Commission and that Registration Statement is in effect as of the date
hereof;

     WHEREAS, the Corporation desires to adopt a Distribution Plan pursuant to
Rule 12b-1 under the 1940 Act with respect to the Fund's Financial Intermediary
Class of shares (the "Class"), and the Board of Directors has determined that
there is a reasonable likelihood that adoption of the Distribution Plan will
benefit the Fund and shareholders of the Class;

     WHEREAS, the Corporation has employed Legg Mason Wood Walker, Incorporated
("Legg Mason") as principal underwriter of the shares of the Corporation;

     NOW, THEREFORE, the Corporation hereby adopts this Distribution Plan (the
"Plan") in accordance with Rule 12b-1 under the 1940 Act on the following terms
and conditions:

     1.   A.  The Fund shall pay to Legg Mason, as compensation for Legg Mason's
services as principal underwriter of the Fund's Financial Intermediary Class
Shares, a distribution fee at the rate not to exceed 0.15% on an annualized
basis of the average daily net assets attributable to Financial Intermediary
Class Shares of the Fund, such fee to be calculated and accrued daily and paid
monthly or at such other intervals as the Board shall determine.

          B.  The Fund shall pay to Legg Mason, as compensation for ongoing
services provided to the investors in Financial Intermediary Class Shares of the
Fund, a service fee at the rate not to exceed 0.25% on an annualized basis of
the average daily net assets attributable to Financial Intermediary Class Shares
of the Fund, such fees to be calculated and accrued daily and paid monthly or at
such other intervals as the Board shall determine.

          C.  The Fund may pay a distribution or service fee to Legg Mason at a
lesser rate than the fees specified in paragraph 1.A and 1.B., respectively, of
this Plan as approved in the manner specified in paragraph 3 of this Plan.
Amounts payable hereunder are payable without regard to the aggregate amount
that may be paid over the years, provided that, so long as the limitations set
forth in Conduct Rule 2830 of the National Association of Securities Dealers,
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Inc. ("NASD") remain in effect and apply to distributors or dealers in the
Corporation's shares, the amounts paid hereunder shall not exceed those
limitations, including permissible interest.

     2.   As principal underwriter of the Corporation's shares, Legg Mason may
spend such amounts as it deems appropriate on any activities or expenses
primarily intended to result in the sale of the shares of the Fund and/or the
servicing and maintenance of shareholder accounts, including, but not limited
to, compensation to employees of Legg Mason; compensation to Legg Mason, other
broker-dealers and other entities that engage in or support the distribution of
shares or who service shareholder accounts or provide sub-accounting and
recordkeeping services; expenses of Legg Mason and such other broker-dealers and
other entities, including overhead and telephone and other communication
expenses; the printing of prospectuses, statements of additional information,
and reports for other than existing shareholders; and preparation and
distribution of sales literature and advertising materials.

     3.   This Plan shall take effect on January 22, 2001, and shall continue in
effect for successive periods of one year from its execution for so long as such
continuance is specifically approved at least annually together with any related
agreements, by votes of a majority of both (a) the Board of Directors of the
Corporation and (b) those Directors who are not "interested persons" of the
Corporation, as defined in the 1940 Act, and who have no direct or indirect
financial interest in the operation of this Plan or any agreements related to it
(the "Rule 12b-1 Directors"), cast in person at a meeting or meetings called for
the purpose of voting on this Plan and such related agreements; and only if the
Directors who approve the Plan taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.

     4.   Any person authorized to direct the disposition of monies paid or
payable by the Fund pursuant to this Plan or any related agreement shall provide
to the Corporation's Board of Directors and the Board shall review, at least
quarterly, a written report of the amounts so expended and the purposes for
which such expenditures were made.  Legg Mason shall submit only information
regarding amounts expended for "distribution activities," as defined in this
paragraph 4, to the Board in support of the distribution fee payable hereunder
and shall submit only information regarding amounts expended for "service
activities," as defined in this paragraph 4, to the Board in support of the
service fee payable hereunder.

     For purposes of this Plan, "distribution activities" shall mean any
activities in connection with Legg Mason's performance of its obligations under
the underwriting agreement, dated February 7, 1996, by and between the
Corporation and Legg Mason, with respect to the Fund, that are not deemed
"service activities."  As used herein, "distribution activities" also include
sub-accounting or recordkeeping services provided by an entity if the entity is
compensated, directly or indirectly, by the Fund or Legg Mason for such
services.  Such entity may also be paid a service fee if it provides appropriate
services.  Nothing in the foregoing is intended to or shall cause there to be
any implication that compensation for such services must be made only pursuant
to a plan of distribution under Rule 12b-1.  "Service activities" shall mean
activities covered by the definition of "service fee" contained in Conduct Rule
2830 of the NASD, including the provision by Legg Mason of personal, continuing
services to investors in the Corporation's shares.  Overhead and other expenses
of Legg Mason related to its "distribution

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activities" or "service activities," including telephone and other
communications expenses, may be included in the information regarding amounts
expended for such distribution or service activities, respectively.

     5.   This Plan may be terminated with respect to the Class at any time by
vote of a majority of the Rule 12b-1 Directors or by vote of a majority of the
outstanding shares of the Class.

     6.   After the issuance of Financial Intermediary Class shares of the Fund,
this Plan may not be amended to increase materially the amount of distribution
fees provided for in paragraph 1.A. hereof or the amount of service fees
provided for in paragraph 1.B. hereof unless such amendment is approved by a
vote of at least a majority of the outstanding shares of the Class and no
material amendment to the Plan shall be made unless such amendment is approved
in the manner provided for continuing approval in paragraph 3 hereof.

     7.   While this Plan is in effect, the selection and nomination of
directors who are not interested persons of the Corporation, as defined in the
1940 Act, shall be committed to the discretion of directors who are themselves
not interested persons.

     8.   The Corporation shall preserve copies of this Plan and any related
agreements for a period of not less than six years from the date of expiration
of the Plan or agreement, as the case may be, the first two years in an easily
accessible place; and shall preserve copies of each report made pursuant to
paragraph 4 hereof for a period of not less than six years from the date of such
report, the first two years in an easily accessible place.

     9.   As used in this Plan, the term "majority of the outstanding shares of
the Class" means the affirmative vote, at a duly called and held meeting of the
Fund's Financial Intermediary Class shareholders, (i) of the holders of 67% or
more of the Financial Intermediary Class shares present (in person or by proxy)
and entitled to vote at such meeting, if the holders or more than 50% of the
outstanding Financial Intermediary Class shares entitled to vote at such meeting
are present in person or in proxy, or (ii) of the holders of more than 50% of
the outstanding Financial Intermediary Class shares entitled to vote at such
meeting, whichever is less.

     IN WITNESS WHEREOF, the Corporation has executed this Distribution Plan as
of the day and year set forth below:

DATED: ____________

ATTEST:                           LEGG MASON VALUE TRUST, INC.


By: ____________________________  By: ___________________________________
                                      Marc R. Duffy
                                      Vice President and Secretary

Agreed and assented to by:

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LEGG MASON WOOD WALKER, INCORPORATED


By: ___________________________________
     Andrew J. Bowden
     Vice President

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