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                                                                   EXHIBIT 10(c)
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                  MULTIPLE CLASS PLAN PURSUANT TO RULE 18f-3
                         LEGG MASON VALUE TRUST, INC.

     Legg Mason Value Trust, Inc. ("Fund") hereby adopts this Multiple Class
Plan pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended
(the "1940 Act").

A.   GENERAL DESCRIPTION OF CLASSES THAT ARE OFFERED:
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     1.   Primary Class Shares.  Primary Class shares of the Fund are offered
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and sold without imposition of an initial sales charge or a contingent deferred
sales charge.

     Primary Class shares of the Fund are available to all investors except
those qualified to purchase Institutional Class or Financial Intermediary Class
shares. Primary Class shares are also available by exchange, as described below.

     Primary Class shares of the Fund are subject to an annual distribution fee
of up to 0.70% of the average daily net assets of the Primary Class shares of
the Fund and an annual service fee of 0.25% of the average daily net assets of
the Primary Class shares of the Fund under a Distribution Plan adopted pursuant
to Rule 12b-1 under the 1940 Act.

     2.   Institutional Class Shares.  Institutional Class shares are offered
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and sold without imposition of an initial sales charge or a contingent deferred
sales charge and are not subject to any service or distribution fees.

     Institutional Class shares of the Fund are offered only to certain
categories of investors as approved from time to time by the Directors and as
set forth in the Fund's Institutional Class prospectus. Institutional Class
shares are also available for purchase by exchange, as described below.

     3.   Financial Intermediary Class Shares.  Financial Intermediary Class
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shares of the Fund are offered and sold without imposition of an initial sales
charge or a contingent deferred sales charge.

     Financial Intermediary Class shares of the Fund are subject to an annual
distribution fee of up to .15% of the average daily net assets of the Financial
Intermediary Class shares of the Fund and an annual service fee of up to .25% of
the average daily net assets of the Financial Intermediary Class shares of the
Fund under a Distribution Plan adopted pursuant to Rule 12b-1 under the 1940
Act.

     Financial Intermediary Class shares of the Fund are offered only to certain
categories of investors as approved from time to time by the Directors and as
set forth in the Fund's Financial Intermediary Class prospectus. Financial
Intermediary Class shares are also available for purchase by exchange, as
described below.
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B.   EXPENSE ALLOCATIONS OF EACH CLASS:
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     Certain expenses may be attributable to a particular class of shares of the
Fund ("Class Expenses").  Class Expenses are charged directly to the net assets
of the particular class and, thus, are borne on a pro rata basis by the
outstanding shares of that class.

     In addition to the distribution and service fees described above, each
Class may also pay a different amount of the following other expenses:

          (1)  legal, printing and postage expenses related to preparing and
               distributing materials such as shareholder reports, prospectuses,
               and proxies to current shareholders of a specific class;

          (2)  Blue Sky fees incurred by a specific class of shares;

          (3)  SEC registration fees incurred by a specific class of shares;

          (4)  expenses of administrative personnel and services required to
               support the shareholders of a specific class of shares;

          (5)  Directors' fees incurred as a result of issues relating to a
               specific class of shares;

          (6)  litigation expenses or other legal expenses relating to a
               specific class of shares;

          (7)  transfer agent fees and shareholder servicing expenses identified
               as being attributable to a specific class; and

          (8)  such other expenses actually incurred in a different amount by a
               class or related to a class's receipt of services of a different
               kind or to a different degree than another class.

C.   EXCHANGE PRIVILEGES:
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     Primary Class shares of the Fund may be exchanged for or acquired through
an exchange of Primary Class shares of any other Legg Mason fund.

     Institutional Class shares of the Fund may be exchanged for or acquired
through an exchange of shares of Legg Mason Cash Reserve Trust or Institutional
Class shares of any other Legg Mason fund whose prospectus permits such
exchanges, provided that the investor meets the eligibility criteria of that
class of that fund and the value of the exchanged shares is at least $1,000,000.

     Financial Intermediary Class shares of the Fund may be exchanged for or
acquired through an exchange of shares of Legg Mason Cash Reserve Trust or
Financial Intermediary Class shares of any other Legg Mason fund whose
prospectus permits such exchanges, provided

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that the investor meets the eligibility criteria of that class of that fund and
the value of the exchanged shares is at least $1,000,000.

     These exchange privileges may be modified or terminated by the Fund to the
extent permitted by SEC rules or policies, and exchanges may be made only into
funds that are legally available for sale in the investor's state of residence.

D.   CLASS DESIGNATION:
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     Subject to approval by the Board of Directors, the Fund may alter the
nomenclature for the designations of one or more of its classes of shares.

E.   ADDITIONAL INFORMATION:
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     This Multiple Class Plan is qualified by and subject to the terms of the
then current Prospectuses for the applicable classes; provided, however, that
none of the terms set forth in any such Prospectuses shall be inconsistent with
the terms of the classes contained in this Plan. The Prospectuses for the Fund
contain additional information about the classes and the Fund's multiple class
structure.

F.   DATE OF EFFECTIVENESS:
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     This Multiple Class Plan is effective on _______________, provided that
this Plan shall not become effective with respect to the Fund unless such action
has first been approved by the vote of a majority of the Board of Directors of
Legg Mason Value Trust, Inc. and by vote of a majority of those directors who
are not interested persons.

November 10, 2000

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