UNITED STATES OF AMERICA
   Before the
   SECURITIES AND EXCHANGE COMMISSION

   SECURITIES ACT OF 1933
   Release No. 7984 / June 11, 2001
     _________________________________________________________________

   In the Matter of

   Legg Mason Wood Walker, Incorporated
   Thomas M. Daly, Jr., and
   Joseph A. Sullivan,

   Respondents
     _________________________________________________________________

   ORDER UNDER RULE 602(e) UNDER THE
   SECURITIES ACT OF 1933, GRANTING
   A WAIVER OF THE DISQUALIFICATION
   PROVISION OF RULE 602(c)(3)

   Legg Mason Wood Walker, Inc. ("Legg Mason"), Thomas M. Daly, Jr. and
   Joseph A. Sullivan have submitted a letter, dated November 9, 2000,
   for a waiver of the disqualification from the exemption under
   Regulation E arising from Legg Mason, Daly and Sullivan's settlement
   of an administrative proceeding commenced by the Commission. On June
   11 , 2001, pursuant to Legg Mason's, Daly's and Sullivan's offers of
   settlement, the Commission issued an Order Making Findings, Imposing
   Remedial Sanctions, and Cease-and-Desist Order ("Order"). The Order
   censures Legg Mason; orders it to cease and desist from committing or
   causing any violations and any future violations of MSRB Rules
   G-27(b), (c)(i), (c)(iv), (c)(v), (e) and G-36(b)(i) and (ii), as well
   as of Rule G-27(a) as it relates to Rule G-36; and requires Legg Mason
   (a) to pay a civil money penalty in the amount of $50,000 to the
   United States Treasury and (b) to comply with its undertaking to
   retain, at Legg Mason's expense, an independent consultant, not
   unacceptable to the Commission's staff who shall, among other things,
   conduct a comprehensive review of Legg Mason's policies, procedures
   and practices relating to the prevention or detection of the types of
   improper conduct as set forth in the Order. The Order censures Daly
   and Sullivan; orders Daly and Sullivan to cease and desist from
   committing or causing violations and any future violations of MSRB
   Rules G-36(b)(i) and (ii), as well as of Rule G-27(a) as it relates to
   Rule G-36; and requires Daly and Sullivan to each pay a civil money
   penalty of $10,000 to the United States Treasury.

   The Regulation E exemption is not available for the securities of an