Legg Mason Investors Trust NCSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-07692

Name of Fund: Legg Mason Investors Trust, Inc.
Address of Principal Executive Offices: 100 Light Street, Baltimore, MD 21202

Name and address of agent for service:

Richard M. Wachterman, Esq.
Legg Mason Wood Walker, Incorporated
100 Light Street
Baltimore, MD 21202.

Registrant’s telephone number, including area code: (410) 539-0000

Date of fiscal year end: March 31, 2005

Date of reporting period: September 30, 2004

Item 1 — Report to Shareholders

(Legg Mason Graphic)

(Legg Mason logo)

Semi-Annual Report to Shareholders

To Our Shareholders,

We are pleased to provide you with Legg Mason Investors Trust’s semi-annual report for American Leading Companies Trust, Balanced Trust, Financial Services Fund and U.S. Small-Capitalization Value Trust, for the six months ended September 30, 2004.

The following table summarizes key statistics for the respective classes of each Fund, as of September 30, 2004. For more information about the differences between the Fund share classes included in this report, contact your Legg Mason Financial Advisor.



		Total Returns^A

		6 Months		1 Year


American Leading Companies Trust
	Primary Class		-0.42%		+14.27%
	Institutional Class		+0.04%		+15.37%
S&P 500 Stock Composite Index^B			-0.18%		+13.87%
Lipper Large-Cap Value Funds Index^C			+0.51%		+16.69%
Balanced Trust
	Primary Class		+0.72%		+9.58%
	Financial Intermediary Class		+1.02%		+10.15%
	Institutional Class		+1.09%		+10.42%
Lehman Intermediate Government/Credit Bond Index^D			+0.11%		+2.65%
Lipper Balanced Fund Index^E			+0.05%		+10.58%
Financial Services Fund
	Primary Class		+2.49%		+19.54%
	Financial Intermediary Class^F		+2.83%		+20.42%
Lipper Financial Services Fund Index^G			-1.41%		+16.29%
U.S. Small-Capitalization Value Trust
	Primary Class		+0.57%		+25.13%
	Institutional Class		+1.13%		+26.54%
Russell 2000 Index^H			-2.40%		+18.77%

Long-term investment results for each of the Funds are shown in their respective Performance Information sections within this report.

Semi-Annual Report to Shareholders

Many Primary Class shareholders invest regularly in Fund shares on a dollar cost averaging basis through a program we call Future First. Most do so by authorizing automatic, monthly transfers of $50 or more from their bank checking or Legg Mason accounts. Dollar cost averaging is a convenient and sensible way to invest, as it encourages continued purchases during market downswings, when the best values are available. Of course, it does not ensure a profit nor protect against declines in the value of your investment. Your Legg Mason Financial Advisor will be happy to help you establish a Future First dollar cost averaging account should you wish to do so.


	Sincerely,



		Mark R. Fetting President

October 29, 2004


^A	Total return measures investment performance in terms of appreciation or depreciation in net asset value per share plus dividends and capital gain distributions. It assumes that dividends and distributions were reinvested at the time they were paid. No adjustment has been made for any income taxes payable by shareholders. Past performance does not predict future performance.


^B	S&P 500 Stock Composite Index — A market capitalization-weighted index, including reinvestment of dividends and capital gains distributions, that is generally considered representative of the U.S. stock market.


^C	Lipper Large-Cap Value Funds Index — An index comprised of the 30 largest funds in the Lipper universe of 438 large-cap value funds.


^D	Lehman Intermediate Government/ Credit Bond Index — A total return index consisting of investment grade corporate debt issues of U.S. government agencies and the U.S. Treasury. The debt issues all maintain maturities within a range of 1 to 10 years.


^E	Lipper Balanced Fund Index — An index comprised of the 30 largest funds in the Lipper universe of 642 balanced funds.


^F	Financial Services Class A became the Financial Intermediary Class on July 1, 2004.


^G	Lipper Financial Services Fund Index — An index comprised of the 10 largest funds in the Lipper universe of 112 financial services funds.


^H	Russell 2000 Index — Measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which represents approximately 8% of the total market capitalization of the Russell 3000 Index.

Semi-Annual Report to Shareholders

Expense Example

American Leading Companies Trust

As a shareholder of the Fund, you incur ongoing costs, including management fees, distribution and service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested on April 1, 2004 and held through September 30, 2004.

Actual Expenses

The first line for each class in the table below provides information about actual account values and actual expenses for each class. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each class in the table below provides information about hypothetical account values and hypothetical expenses based on the relevant class’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the class’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples for the relevant class that appear in the shareholder reports of the other funds.


		Beginning		Ending		Expenses Paid^A
		Account		Account		During the		Annualized
		Value		Value		Period		Expense
		4/1/04		9/30/04		4/1/04 to 9/30/04		Ratio


Primary Class:
	Actual	$	1,000.00	$	995.80	$	9.41		1.88%
	Hypothetical (5% return before expenses)	$	1,000.00	$	1,015.64	$	9.50




Institutional Class:
	Actual	$	1,000.00	$	1,000.40	$	4.51		0.90%
	Hypothetical (5% return before expenses)	$	1,000.00	$	1,020.56	$	4.56


^A	These calculations are based on expenses incurred in the most recent fiscal half-year. The dollar amount shown as “Expenses Paid” is equal to the annualized expense ratio multiplied by the average value over the period, multiplied by the number of days in the most recent fiscal half-year (183) and divided by 365.

Semi-Annual Report to Shareholders

Performance Information

American Leading Companies Trust

The graphs on the following pages compare the Fund’s total returns to that of a closely matched broad-based securities market index. The graphs illustrate the cumulative total return of an initial $10,000 investment in the Primary Class and a $1,000,000 investment in the Institutional Class, for the periods indicated. The line for the Fund represents the total return after deducting all Fund investment management and other administrative expenses and the transaction costs of buying and selling securities. The line representing the securities market index does not include any transaction costs associated with buying and selling securities in the index or other administrative expenses. Both the Fund’s results and the index’s results assume reinvestment of all dividends and distributions.

Total return measures investment performance in terms of appreciation or depreciation in a fund’s net asset value per share, plus dividends and any capital gain distributions. It assumes that dividends and distributions were reinvested at the time they were paid. Average annual returns tend to smooth out variations in a fund’s return, so that they differ from actual year-to-year results. No adjustment has been made for any income taxes payable by shareholders.


	The performance data quoted represents past performance and does not guarantee future results. The performance stated may have been due to extraordinary market conditions, which may not be duplicated in the future. Current performance may be lower or higher than the performance data quoted. To obtain the most recent month-end performance information please visit www.leggmasonfunds.com. The investment return and principal value of the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Calculations assume reinvestment of dividends and capital gain distributions. Performance would have been lower if fees had not been waived in various periods.

Semi-Annual Report to Shareholders

Growth of a $10,000 Investment — Primary Class

(AMERICAN LEADING COMPANIES TRUST GRAPH)


	Cumulative		Average Annual
	Total Return		Total Return



One Year		+14.27%		+14.27%
Five Years		+12.44%		+2.37%
Ten Years		+148.51%		+9.53%

The graph and table do not reflect the deduction of taxes that a shareholder

would pay on Fund distributions or the redemption of Fund shares.

Past performance does not predict future performance.

Semi-Annual Report to Shareholders

Growth of a $1,000,000 Investment — Institutional Class

(AMERICAN LEADING COMPANIES TRUST GRAPH)


	Cumulative		Average Annual
	Total Return		Total Return


One Year		+15.37%		+15.37%
Life of Class*		+7.27%		+2.15%

* Inception date: June 14, 2001

The graph and table do not reflect the deduction of taxes that a shareholder

would pay on Fund distributions or the redemption of Fund shares.

Past performance does not predict future performance.


^A	Index return is for the period beginning May 31, 2001.

Semi-Annual Report to Shareholders

Sector Diversification (as of September 30, 2004)

Common Stock and Equity Interests (as a percentage of net assets)

(SECTOR DIVERSIFICATION PIE CHART)

Top Ten Holdings (as of September 30, 2004)


	% of
Security	Net Assets


UnitedHealth Group Incorporated		5.2%
Tyco International Ltd.		5.1%
J.P. Morgan Chase & Co.		5.0%
Nextel Communications, Inc.		5.0%
Lloyds TSB Group plc		3.9%
Wellpoint Health Network Inc.		3.6%
Citigroup Inc.		3.3%
Health Net Inc.		3.3%
Altria Group, Inc.		3.1%
InterActiveCorp		3.1%

Semi-Annual Report to Shareholders

Selected Portfolio Performance ^B



Strongest performers for the 3rd quarter 2004^C


1.	Transocean Inc.	+23.6%
2.	Phelps Dodge Corporation	+19.1%
3.	UnitedHealth Group Incorporated	+18.5%
4.	Newmont Mining Corporation	+17.7%
5.	Baker Hughes Incorporated	+16.5%
6.	Apache Corporation	+15.2%
7.	Duke Energy Corporation	+14.2%
8.	Anadarko Petroleum Corporation	+13.5%
9.	The Home Depot, Inc.	+11.6%
10.	ALLTEL Corporation	+9.2%



Weakest performers for the 3rd quarter 2004^C


1.	Merck & Co., Inc.	-29.9%
2.	InterActiveCorp	-26.9%
3.	Koninklijke (Royal) Philips Electronics N.V. – ADR	-15.8%
4.	The Kroger Co.	-14.7%
5.	MGIC Investment Corporation	-12.2%
6.	The Pepsi Bottling Group, Inc.	-10.9%
7.	Nextel Communications, Inc.	-10.6%
8.	Fannie Mae	-10.5%
9.	Pfizer Inc.	-10.3%
10.	Albertson’s, Inc.	-9.1%

Portfolio Changes


Securities added during the 3rd quarter 2004		Securities sold during the 3rd quarter 2004

Intel Corporation Merrill Lynch & Co., Inc. Morgan Stanley The St. Paul Travelers Companies, Inc.		Dell Inc. Electronic Data Systems Corporation MedImmune, Inc. The May Department Stores Company


^B	Individual security performance is measured by the change in the security’s price; for stocks, dividends are assumed to be reinvested at the time they were paid.

^C	Securities held for the entire quarter.

Semi-Annual Report to Shareholders

Portfolio of Investments

American Leading Companies Trust

September 30, 2004 (Unaudited)

(Amounts in Thousands)


		Shares/Par		Value


Common Stock and Equity Interests — 99.8%
Consumer Discretionary — 13.0%
Household Durables — 0.3%
	Koninklijke (Royal) Philips Electronics N.V. – ADR		63	$	1,443

Internet and Catalog Retail — 3.1%
	InterActiveCorp		850		18,717	^A

Media — 6.0%
	Liberty Media Corporation		1,530		13,342	^A
	The DIRECTV Group, Inc.		800		14,072	^A
	Time Warner Inc.		530		8,554	^A

					35,968

Multi-Line Retail — 0.3%
	Wal-Mart Stores, Inc.		35		1,862

Specialty Retail — 3.3%
	The Home Depot, Inc.		150		5,880
	The TJX Companies, Inc.		630		13,885

					19,765

Consumer Staples — 7.6%
Food, Beverage and Tobacco — 1.0%
	The Pepsi Bottling Group, Inc.		225		6,109

Food and Staples Retailing — 3.2%
	Albertson’s, Inc.		465		11,127
	The Kroger Co.		500		7,760	^A

					18,887

Household Products — 0.3%
	Kimberly-Clark Corporation		25		1,615

Semi-Annual Report to Shareholders


		Shares/Par		Value


Consumer Staples — Continued
Tobacco — 3.1%
	Altria Group, Inc.		400	$	18,816

Energy — 7.5%
Energy Equipment and Services — 2.2%
	Baker Hughes Incorporated		60		2,623
	Transocean Inc.		300		10,734	^A

					13,357

Oil and Gas — 5.3%
	Anadarko Petroleum Corporation		106		7,034
	Apache Corporation		166		8,319
	Devon Energy Corporation		200		14,202
	Royal Dutch Petroleum Company – ADR		40		2,064

					31,619

Financials — 24.2%
Capital Markets — 6.2%
	J.P. Morgan Chase & Co.		752		29,877
	Merrill Lynch & Co., Inc.		70		3,480
	Morgan Stanley		70		3,451

					36,808

Commercial Banks — 6.4%
	Bank of America Corporation		343		14,880
	Lloyds TSB Group plc		3,000		23,453

					38,333

Diversified Financial Services — 3.3%
	Citigroup Inc.		450		19,854

Insurance — 1.5%
	The St. Paul Travelers Companies, Inc.		276		9,124

Semi-Annual Report to Shareholders


		Shares/Par		Value


Financials — Continued
Thrifts and Mortgage Finance — 6.8%
	Fannie Mae		90	$	5,706
	MGIC Investment Corporation		257		17,103
	Washington Mutual, Inc.		455		17,782

					40,591

Health Care — 16.7%
Health Care Providers and Services — 12.6%
	Anthem, Inc.		35		3,019	^A
	Health Net Inc.		800		19,776	^A
	UnitedHealth Group Incorporated		422		31,103
	Wellpoint Health Networks Inc.		203		21,323	^A

					75,221

Pharmaceuticals — 4.1%
	Bristol-Myers Squibb Company		425		10,060
	Johnson & Johnson		118		6,647
	Merck & Co., Inc.		123		4,059
	Pfizer Inc.		118		3,611

					24,377

Industrials — 11.0%
Aerospace/ Defense — 3.6%
	General Dynamics Corporation		108		11,027
	Lockheed Martin Corporation		189		10,542

					21,569

Industrial Conglomerates — 7.1%
	General Electric Company		340		11,417
	Tyco International Ltd.		1,000		30,660

					42,077

Machinery — 0.3%
	Deere & Company		30		1,937

Semi-Annual Report to Shareholders


		Shares/Par		Value


Information Technology — 7.1%
Communications Equipment — 2.0%
	Nokia Oyj – ADR		875	$	12,005

Computers and Peripherals — 2.2%
	International Business Machines Corporation		152		13,033

Semiconductor Equipment and Production — 1.0%
	Intel Corporation		300		6,018

Software — 1.9%
	Microsoft Corporation		405		11,198

Materials — 5.5%
Metals and Mining — 5.5%
	Alcoa Inc.		250		8,397
	Newmont Mining Corporation		275		12,521
	Phelps Dodge Corporation		130		11,964

					32,882

Telecommunication Services — 6.7%
Diversified Telecommunication Services — 1.7%
	ALLTEL Corporation		180		9,884

Wireless Telecommunication Services — 5.0%
	Nextel Communications, Inc.		1,250		29,800	^A

Utilities — 0.5%
Multi-Utilities and Unregulated Power — 0.5%
	Duke Energy Corporation		140		3,204

Total Common Stock and Equity Interests (Identified Cost — $412,323)					596,073

Semi-Annual Report to Shareholders


	Shares/Par		Value


Repurchase Agreements — 0.2%
Goldman, Sachs & Company 1.83%, dated 9/30/04 to be repurchased at $957 on 10/1/04 (Collateral: $943 Fannie Mae mortgage-backed securities, 6%, due 10/1/34, value $979)		$957	$	957

Total Repurchase Agreements (Identified Cost — $957)				957

Total Investments — 100.0% (Identified Cost — $413,280)				597,030
Other Assets Less Liabilities — N.M.				223





Net assets — 100.0%			$	597,253


^A	Non-income producing.

N.M. — Not meaningful.

See notes to financial statements.

Semi-Annual Report to Shareholders

Statement of Assets and Liabilities

American Leading Companies Trust

September 30, 2004 (Unaudited)

(Amounts in Thousands)






Assets:
	Investment securities at market value (identified cost – $412,323)			$	596,073
	Short-term securities at value (identified cost – $957)				957

			Total investments				$	597,030




	Receivable for:
		Fund shares sold						837
		Securities sold						3,235
		Dividend and interest income						1,270

								602,372




Liabilities:




	Payable for:
		Fund shares repurchased			1,281
		Securities purchased			2,792
	Due to manager and distributor				842
	Tax withholding expense				65
	Accrued expenses				139

								5,119

Net Assets							$	597,253





Net assets consist of:




	Accumulated paid-in-capital applicable to:
			29,348 Primary Class shares outstanding	$	429,554
			861 Institutional Class shares outstanding		14,971
	Undistributed net investment income/(loss)				(803	)
	Accumulated net realized gain/(loss) on investments				(30,213	)
	Unrealized appreciation/(depreciation) of investments				183,744

Net Assets							$	597,253

Net Asset Value Per Share:
	Primary Class						$	19.76

	Institutional Class						$	20.23

See notes to financial statements.

Semi-Annual Report to Shareholders

Statement of Operations

American Leading Companies Trust

For the Six Months Ended September 30, 2004 (Unaudited)

(Amounts in Thousands)






Investment Income:
	Dividends			$	4,715	^A
	Interest				20

			Total income				$	4,735




Expenses:
	Management fee				2,244
	Distribution and service fees				2,908	^B
	Audit and legal fees				20
	Custodian fee				69
	Directors’ fees and expenses				15
	Registration fees				12
	Reports to shareholders				48




	Transfer agent and shareholder servicing expense:
		Primary Class			189
		Institutional Class			8
	Other expenses				27

			Total expenses					5,540

Net Investment Income/(Loss)								(805	)




Net Realized and Unrealized Gain/(Loss) on Investments:
	Realized gain/(loss) on investments				10,271	^C
	Change in unrealized appreciation/(depreciation) of investments				(12,219	)





Net Realized and Unrealized Gain/(Loss) on Investments								(1,948	)

Change in Net Assets Resulting From Operations							$	(2,753	)


^A	Net of foreign taxes withheld of $77.


^B	See Note 1, Significant Accounting Policies, in the notes to financial statements.

^C	See Note 1, Commission Recapture, in the notes to financial statements.

See notes to financial statements.

Semi-Annual Report to Shareholders

Statement of Changes in Net Assets

American Leading Companies Trust

(Amounts in Thousands)


			For the			For the
			Six Months			Year
			Ended			Ended
			9/30/04			3/31/04


			(Unaudited)




Change in Net Assets:
Net investment income/(loss)			$	(805	)	$	404
Net realized gain/(loss) on investments				10,271			1,042
Change in unrealized appreciation/(depreciation) of investments				(12,219	)		152,137

Change in net assets resulting from operations				(2,753	)		153,583




Distributions to shareholders:




	From net investment income:
		Primary Class		(184	)		(86	)
		Institutional Class		(47	)		(120	)




Change in net assets from Fund share transactions:
		Primary Class		(2,505	)		24,999
		Institutional Class		451			4,855

Change in net assets				(5,038	)		183,231




Net Assets:
Beginning of period				602,291			419,060

End of period			$	597,253		$	602,291

Undistributed net investment income/(loss)			$	(803	)	$	233

See notes to financial statements.

Semi-Annual Report to Shareholders

Financial Highlights

American Leading Companies Trust

Contained below is per share operating performance data for a share of common stock outstanding, total investment return, ratios to average net assets and other supplemental data. This information has been derived from information provided in the financial statements.

Primary Class:


		Six Months
		Ended			Years Ended March 31,
		September 30,
		2004			2004			2003			2002			2001			2000


		(Unaudited)
Net asset value, beginning of period		$	19.85		$	14.54		$	18.13		$	18.28		$	18.69		$	20.38

Investment operations:
	Net investment income/(loss)		(.03	)		.01			(.01	)		(.08	)		(.13	)		(.12	)
	Net realized and unrealized gain/(loss) on investments		(.05	)		5.30			(3.58	)		(.07	)		(.17	)		(1.21	)

	Total from investment operations		(.08	)		5.31			(3.59	)		(.15	)		(.30	)		(1.33	)

Distributions:
	From net investment income		(.01	)		.003			—			—			—			—

	From net realized gain on investments		—			—			—			—			(.11	)		(.36	)

	Total distributions		(.01	)		.003			—			—			(.11	)		(.36	)

Net asset value, end of period		$	19.76		$	19.85		$	14.54		$	18.13		$	18.28		$	18.69


Ratios/supplemental data:
	Total return		(.42	)%^A		36.54	%		(19.80	)%		(.82	)%		(1.65	)%		(6.65	)%
	Expenses to average net assets		1.88	%^B		1.90	%		1.92	%		1.93	%		1.95	%		1.90	%
	Net investment income/(loss) to average net assets		(.30	)%^B		.06	%		(.05	)%		(.47	)%		(.65	)%		(.58	)%
	Portfolio turnover rate		11.5	%^A		19.6	%		19.0	%		22.7	%		31.0	%		43.5	%

Net assets, end of period (in thousands)		$	579,835		$	585,295		$	410,331		$	551,061		$	272,150		$	297,706


^A	Not annualized.


^B	Annualized.

See notes to financial statements.

Semi-Annual Report to Shareholders

Institutional Class:


		Six Months
		Ended			Years Ended March 31,
		September 30,
		2004			2004			2003			2002^C


		(Unaudited)
Net asset value, beginning of period		$	20.28		$	14.83		$	18.27		$	19.08

Investment operations:
	Net investment income/(loss)		.07			.20			.15			.09
	Net realized and unrealized gain(loss) on investments		(.06	)		5.42			(3.59	)		(.90	)

	Total from investment operations		.01			5.62			(3.44	)		(.81	)

Distributions:
	From net investment income		(.06	)		(.17	)		—			—
	From net realized gain on investments		—			—			—			—

	Total distributions		(.06	)		(.17	)		—			—

Net asset value, end of period		$	20.23		$	20.28		$	14.83		$	18.27





Ratios/supplemental data:
	Total return		.04	%^A		37.96	%		(18.83	)%		(4.25	)%^A
	Expenses to average net assets		.90	%^B		.85	%		.87	%		.87	%^B
	Net investment income/(loss) to average net assets		.68	%^B		1.15	%		1.02	%		.62	%^B
	Portfolio turnover rate		11.5	%^A		19.6	%		19.0	%		22.7	%^B
Net assets, end of period (in thousands)		$	17,418		$	16,996		$	8,729		$	9,649


^C	For the period June 14, 2001 (re-commencement of operations) to March 31, 2002.

See notes to financial statements.

Semi-Annual Report to Shareholders

Expense Example

Balanced Trust

Actual Expenses

Hypothetical Example for Comparison Purposes


		Beginning		Ending		Expenses Paid^A
		Account		Account		During the		Annualized
		Value		Value		Period		Expense
		4/1/04		9/30/04		4/1/04 to 9/30/04		Ratio


Primary Class:
	Actual	$	1,000.00	$	1,007.20	$	9.31		1.85%
	Hypothetical (5% return before expenses)	$	1,000.00	$	1,015.79	$	9.35




Financial Intermediary Class:
	Actual	$	1,000.00	$	1,010.20	$	6.80		1.35%
	Hypothetical (5% return before expenses)	$	1,000.00	$	1,018.30	$	6.83




Institutional Class:
	Actual	$	1,000.00	$	1,010.90	$	5.55		1.10%
	Hypothetical (5% return before expense)	$	1,000.00	$	1,019.55	$	5.57


^A	These calculations are based on expenses incurred in the most recent fiscal half-year. The dollar amount shown as “Expenses Paid” is equal to the annualized expense ratio multiplied by the average value over the period, multiplied by the number of days in the most recent fiscal half-year (183) and divided by 365.

Semi-Annual Report to Shareholders

Performance Information

Balanced Trust

The graphs on the following pages compare the Fund’s total returns to that of two closely matched broad-based securities market indices. The graphs illustrate the cumulative total return of an initial $10,000 investment in the Primary Class and a $1,000,000 investment in the Financial Intermediary and Institutional Classes, for the periods indicated. The line for the Fund represents the total return after deducting all Fund investment management and other administrative expenses and the transaction costs of buying and selling securities. The lines representing each securities market index do not include any transaction costs associated with buying and selling securities in the indices or other administrative expenses. Both the Fund’s results and the indices’ results assume reinvestment of all dividends and distributions.


	The performance data quoted represents past performance and does not guarantee future results. The performance stated may have been due to extraordinary market conditions, which may not be duplicated in the future. Current performance may be lower or higher than the performance data quoted. To obtain the most recent month-end performance information please visit www.leggmasonfunds.com. The investment return and principal value of the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Calculations assume reinvestment of dividends and capital gain distributions. Performance would have been lower if fees had not been waived in various periods.

Semi-Annual Report to Shareholders

Growth of a $10,000 Investment — Primary Class

(BALANCED TRUST GRAPH)


	Cumulative		Average Annual
	Total Return		Total Return



One Year		+9.58%		+9.58%
Five Years		+8.64%		+1.67%
Life of Class*		+34.10%		+3.74%

* Inception date: October 1, 1996

The graph and table do not reflect the deduction of taxes that a shareholder

would pay on Fund distributions or the redemption of Fund shares.

Past performance does not predict future performance.


^A	Index returns are for periods beginning September 30, 1996.

Semi-Annual Report to Shareholders

Growth of a $1,000,000 Investment — Financial Intermediary Class

(BALANCED TRUST GRAPH)


	Cumulative		Average Annual
	Total Return		Total Return



One Year		+10.15%		+10.15%
Life of Class*		+7.36%		+2.03%

* Inception date: March 16, 2001

The graph and table do not reflect the deduction of taxes that a shareholder

would pay on Fund distributions or the redemption of Fund shares.

Past performance does not predict future performance.


^B	Index returns are for periods beginning March 31, 2001.

Semi-Annual Report to Shareholders

Growth of a $1,000,000 Investment — Institutional Class

(BALANCED TRUST GRAPH)


	Cumulative		Average Annual
	Total Return		Total Return



One Year		+10.42%		+10.42%
Life of Class*		+8.28%		+2.27%

* Inception date: March 16, 2001

The graph and table do not reflect the deduction of taxes that a shareholder

would pay on Fund distributions or the redemption of Fund shares.

Past performance does not predict future performance.


^B	Index returns are for periods beginning March 31, 2001.

Semi-Annual Report to Shareholders

Portfolio Composition (as of September 30, 2004)
(as a percentage of net assets)

(SECTOR DIVERSIFICATION PIE CHART)

Top Ten Holdings (as of September 30, 2004)


	% of
Security	Net Assets


United States Treasury Notes, 2.375%, 8/15/06		2.8%
Target Corporation		2.6%
Citigroup Inc.		2.6%
Medtronic, Inc.		2.5%
Fannie Mae		2.3%
United States Treasury STRIPS, 0%, 5/15/07		2.2%
The PMI Group, Inc.		2.0%
Rio Tinto plc - ADR		1.9%
PepsiCo, Inc.		1.9%
General Electric Company		1.8%

Semi-Annual Report to Shareholders

Selected Portfolio Performance ^C



Strongest performers for the 3rd quarter 2004^D


1.	Questar Corporation	+19.2%
2.	ChevronTexaco Corporation	+15.0%
3.	Rio Tinto plc – ADR	+12.2%
4.	The Home Depot, Inc.	+11.6%
5.	BP plc – ADR	+8.2%
6.	McDonald’s Corporation	+7.8%
7.	EnCana Corp.	+7.5%
8.	Target Corporation	+6.7%
9.	Medtronic, Inc.	+6.7%
10.	United States Treasury STRIPS, 0%, 5/15/13	+6.0%



Weakest performers for the 3rd quarter 2004^D


1.	Intel Corporation	-27.2%
2.	SYSCO Corporation	-16.2%
3.	Applied Materials, Inc.	-16.0%
4.	Texas Instruments Incorporated	-11.9%
5.	Fannie Mae	-10.5%
6.	Pfizer Inc.	-10.3%
7.	PepsiCo, Inc.	-9.3%
8.	Anheuser-Busch Companies, Inc.	-7.1%
9.	The PMI Group, Inc.	-6.7%
10.	Nokia Oyj – ADR	-5.6%

Portfolio Changes



Securities added during the 3rd quarter 2004


Praxair, Inc.
STERIS Corporation
Freddie Mac, 4.5%, 11/15/12
United States Treasury Notes, 3.375%, 11/15/09
Charter One Financial, Inc.
Hospira, Inc.
McCormick & Company, Incorporated
Freddie Mac, 3.625%, 9/15/08
Unilever Capital Corporation, 6.875%, 11/1/05
United States Treasury STRIPS, 0%, 8/15/05
United States Treasury STRIPS, 0%, 2/15/22


^C	Individual security performance is measured by the change in the security’s price; for stocks, dividends are assumed to be reinvested at the time they were paid.

^D	Securities held for the entire quarter.

Semi-Annual Report to Shareholders

Portfolio of Investments

Balanced Trust

September 30, 2004 (Unaudited)

(Amounts in Thousands)



		Par/Shares		Value


Common Stocks and Equity Interests — 63.0%
Consumer Discretionary — 6.9%
Hotels, Restaurants and Leisure — 1.4%
	McDonald’s Corporation		29	$	813

Multi-Line Retail — 3.8%
	Target Corporation		34		1,538
	Wal-Mart Stores, Inc.		13		692

					2,230

Specialty Retail — 1.7%
	The Home Depot, Inc.		25		996

Consumer Staples — 5.0%
Beverages — 3.2%
	Anheuser-Busch Companies, Inc.		16		774
	PepsiCo, Inc.		23		1,119

					1,893

Food and Drug Retailing — 0.5%
	SYSCO Corporation		10		299

Household Products — 1.3%
	Kimberly-Clark Corporation		12		775

Energy — 9.0%
Oil and Gas — 9.0%
	BP plc – ADR		15		874
	Chevron Texaco Corporation		18		976
	EnCana Corp.		21		972
	Nabors Industries, Ltd.		10		474	^A
	Praxair, Inc.		25		1,069
	Questar Corporation		21		939

					5,304

Semi-Annual Report to Shareholders



		Par/Shares		Value


Financials — 12.3%
Diversified Financial Services — 2.6%
	Citigroup Inc.		35	$	1,526

Financial (Diversified) — 1.6%
	Equity Office Properties Trust		35		954

Insurance — 5.8%
	Lincoln National Corporation		16		752
	Marsh & McLennan Companies, Inc.		17		755
	Principal Financial Group, Inc.		21		755
	The PMI Group, Inc.		29		1,157

					3,419

Thrifts and Mortgage Finance — 2.3%
	Fannie Mae		21		1,357

Health Care — 12.0%
Health Care (Medical Products and Supplies) — 6.7%
	Biomet, Inc.		22		1,031
	MedImmune, Inc.		40		948	^A
	Medtronic, Inc.		28		1,464
	STERIS Corporation		22		483	^A

					3,926

Pharmaceuticals — 5.3%
	Abbott Laboratories		20		847
	IVAX Corporation		46		886	^A
	Johnson & Johnson		13		732
	Pfizer Inc.		22		673

					3,138

Industrials — 5.9%
Industrial Conglomerates — 1.8%
	General Electric Company		32		1,075

Semi-Annual Report to Shareholders



		Par/Shares		Value


Industrials — Continued
Machinery — 1.1%
	Illinois Tool Works Inc.		7	$	652

Road and Rail — 3.0%
	Kansas City Southern		62		941	^A
	Union Pacific Corporation		14		820

					1,761

Information Technology — 10.0%
Communications Equipment — 0.8%
	Nokia Oyj – ADR		34		467

Computers and Peripherals — 2.5%
	Dell Inc.		23		819	^A
	International Business Machines Corporation		8		651

					1,470

Semiconductor Equipment and Production — 2.4%
	Applied Materials, Inc.		36		590	^A
	Intel Corporation		27		542
	Texas Instruments Incorporated		15		319

					1,451

Software — 2.7%
	Microsoft Corporation		29		807
	Oracle Corporation		70		790	^A

					1,597

Telecommunications — 1.6%
	L-3 Communications Holdings, Inc.		14		938

Materials — 1.9%
Metals and Mining — 1.9%
	Rio Tinto plc – ADR		11		1,141

Total Common Stocks and Equity Interests (Identified Cost — $32,038)					37,182

Semi-Annual Report to Shareholders


		Maturity
	Rate	Date	Par/Shares		Value


Preferred Stocks — 2.5%
International Paper Capital Trust, Cv., 5.25%				17	$	848
Newell Financial Trust I, Cv., 5.25%				5		200
State Street Corporation, Cv., 6.75%				2		439

Total Preferred Stocks (Identified Cost — $1,440)						1,487


Corporate Bonds and Notes — 11.2%
Aerospace/ Defense — 0.9%
	General Dynamics Corporation	4.500%	8/15/10	$	500	$	511

Banking and Finance — 0.9%
	Bank of America Corporation	5.125%	11/15/14		330		337
	Caterpillar Financial Services Corporation	4.875%	6/15/07		200		208

							545

Diversified Financials — 0.9%
	SLM Corporation	5.390%	1/31/14		500		506	^B

Energy — 0.5%
	Devon Energy Corporation	2.750%	8/1/06		325		323

Finance — 1.9%
	General Motors Acceptance Corporation	3.630%	5/19/05		525		530	^B
	Ford Motor Credit Company	6.875%	2/1/06		550		575

							1,105

Food — 2.2%
	Kroger Company	6.750%	4/15/12		700		783
	Safeway Inc.	4.800%	7/16/07		525		539

							1,322

Semi-Annual Report to Shareholders


				Maturity
		Rate		Date		Par/Shares		Value


Investment Banking/ Brokerage — 1.7%
	J.P. Morgan Chase & Co.		3.125%		12/11/06	$	500	$	502
	Merrill Lynch & Co., Inc.		3.700%		4/21/08		500		501

									1,003

Multi-Line Retail — 0.8%
	Wal-Mart Stores, Inc.		4.550%		5/1/13		475		478

Railroads — 1.4%
	Union Pacific Corporation		6.625%		2/1/08		750		816

Total Corporate Bonds and Notes (Identified Cost — $6,471)									6,609

U.S. Government and Agency Obligations — 18.6%
Fixed Rate Securities — 14.5%
	Fannie Mae		5.000%		7/1/18		761		775
	Federal Farm Credit Bank		3.750%		4/9/10		475		470
	Freddie Mac		2.750%		8/15/06		850		850
	Freddie Mac		3.160%		5/7/07		675		677
	Freddie Mac		4.500%		11/15/12		650		654
	United States Treasury Notes		2.375%		8/15/06		1,650		1,645
	United States Treasury Notes		2.625%		11/15/06		650		650
	United States Treasury Notes		3.250%		8/15/07		950		960
	United States Treasury Notes		3.375%		11/15/08		1,000		1,007
	United States Treasury Notes		5.000%		8/15/11		550		591
	United States Treasury Notes		6.500%		10/15/06		250		269

									8,548

Inflation-Indexed Securities — 1.0%
	United States Treasury Inflation-Protected Security		2.000%		1/15/14		564		577	^C

Semi-Annual Report to Shareholders


				Maturity
		Rate		Date		Par/Shares		Value


Stripped Securities — 3.1%
	United States Treasury STRIPS		0.000%		5/15/07	$	1,400	$	1,301	^D
	United States Treasury STRIPS		0.000%		5/15/13		775		539	^D

									1,840

Total U.S. Government and Agency Obligations (Identified Cost — $10,993)									10,965

U.S. Government Agency Mortgage-Backed Securities — 3.1%
Fixed Rate Securities — 3.1%
	Government National Mortgage Association		5.500%		6/15/34		486		495
	Government National Mortgage Association		6.000%		1/15/29 to
					1/15/34		960		997
	Government National Mortgage Association		7.000%		2/15/28 to
					12/15/31		313		334

									1,826

Total U.S. Government Agency Mortgage-Backed Securities (Identified Cost — $1,769)									1,826

Repurchase Agreements — 1.6%
Goldman, Sachs & Company 1.83%, dated 9/30/04, to be repurchased at $982 on 10/1/04 (Collateral: $986 Fannie Mae mortgage-backed securities, 5.5%, due 3/1/34, value $1,003)							982		982

Total Repurchase Agreements (Identified Cost — $982)									982

Total Investments — 100.0% (Identified Cost — $53,693)									59,051
Other Assets Less Liabilities — N.M.									(17	)





Net Assets — 100.0%								$	59,034

Semi-Annual Report to Shareholders


^A	Non-income producing.


^B	Indexed Security — The rates of interest earned on these securities are tied to the Consumer Price Index or to the London Interbank Offered Rate (“LIBOR”). The coupon rates are the rates as of September 30, 2004.

^C	U.S. Treasury Inflation-Indexed Security — U.S. Treasury security whose principal value is adjusted daily in accordance with changes in the Consumer Price Index. Interest is calculated on the basis of the current adjusted principal value.

^D	STRIPS — Separate Trading of Registered Interest and Principal of Securities. This is a pre-stripped zero coupon bond that is a direct obligation of the U.S. Treasury.

N.M. — Not meaningful.

See notes to financial statements.

Semi-Annual Report to Shareholders

Statement of Assets and Liabilities

Balanced Trust

September 30, 2004 (Unaudited)

(Amounts in Thousands)






Assets:
	Investment securities at market value (identified cost – $52,711)			$	58,069
	Short-term securities at value (identified cost – $982)				982

			Total investments			$	59,051




	Receivable for:
		Fund shares sold					71
		Dividend and interest income					208

							59,330




Liabilities:




	Payable for:
		Fund shares repurchased			36
		Securities purchased			162
	Due to manager and distributor				53
	Accrued expenses				45

							296

Net Assets						$	59,034





Net assets consist of:




	Accumulated paid-in-capital applicable to:
			3,427 Primary Class shares outstanding	$	38,143
			1,885 Financial Intermediary Class shares outstanding		12,934
			47 Institutional Class shares outstanding		1,055
	Undistributed net investment income				115
	Accumulated net realized gain/(loss) on investments				1,429
	Unrealized appreciation/(depreciation) of investments				5,358

Net Assets						$	59,034

Net Asset Value Per Share:
	Primary Class					$	11.02

	Financial Intermediary Class					$	11.01

	Institutional Class					$	11.00

See notes to financial statements.

Semi-Annual Report to Shareholders

Statement of Operations

Balanced Trust

For the Six Months Ended September 30, 2004 (Unaudited)

(Amounts in Thousands)






Investment Income:
	Dividends			$	343	^A
	Interest				377

			Total income				$	720




Expenses:
	Management fee				224




	Distribution and service fees:
		Primary Class			143
		Financial Intermediary Class			26
	Audit and legal fees				19
	Custodian fee				36
	Directors’ fees and expenses				8
	Registration fees				10
	Reports to shareholders				20




	Transfer agent and shareholder servicing expense:
		Primary Class			27
		Financial Intermediary Class			10
		Institutional Class			—	^B
	Other expenses				9

					532
	Less fees waived				(34	)

			Total expenses, net of waivers					498

Net Investment Income								222




Net Realized and Unrealized Gain/(Loss) on Investments:
	Realized gain/(loss) on investments				2,870
	Change in unrealized appreciation/(depreciation) of investments				(2,607	)





Net Realized and Unrealized Gain/(Loss) on Investments								263

Change in Net Assets Resulting From Operations							$	485


^A	Net of foreign taxes withheld of $9.


^B	Amounts less than $1.

See notes to financial statements.

Semi-Annual Report to Shareholders

Statement of Changes in Net Assets

Balanced Trust

(Amounts in Thousands)


			For the			For the
			Six Months			Year
			Ended			Ended
			9/30/04			3/31/04


			(Unaudited)




Change in Net Assets:
Net investment income			$	222		$	661
Net realized gain/(loss) on investments				2,870			(486	)
Change in unrealized appreciation/(depreciation) of investments				(2,607	)		10,054

Change in net assets resulting from operations				485			10,229




Distributions to shareholders:




	From net investment income:
		Primary Class		(204	)		(471	)
		Financial Intermediary Class		(193	)		(390	)
		Institutional Class		(6	)		(9	)




Change in net assets from Fund share transactions:
		Primary Class		(1,244	)		169
		Financial Intermediary Class		(1,075	)		(1,808	)
		Institutional Class		24			90

Change in net assets				(2,213	)		7,810




Net Assets:
Beginning of period				61,247			53,437

End of period			$	59,034		$	61,247

Undistributed net investment income			$	115		$	296

See notes to financial statements.

Semi-Annual Report to Shareholders

Financial Highlights

Balanced Trust

Primary Class:


		Six Months
		Ended			Years Ended March 31,
		September 30,
		2004			2004			2003			2002			2001			2000


		(Unaudited)
Net asset value, beginning of period		$	10.99		$	9.36		$	10.97		$	11.64		$	12.20		$	11.98

Investment operations:
	Net investment income		.03	^A		.10	^A		.13	^A		.11	^A,B		.17	^A		.20	^A
	Net realized and unrealized gain/(loss) on investments		.06			1.66			(1.57	)		.02	^B		(.61	)		.33

	Total from investment operations		.09			1.76			(1.44	)		.13			(.44	)		.53

Distributions:
	From net investment income		(.06	)		(.13	)		(.10	)		(.11	)		(.12	)		(.31	)
	From net realized gain on investments		—			—			(.07	)		(.69	)		—			—

	Total distributions		(.06	)		(.13	)		(.17	)		(.80	)		(.12	)		(.31	)

Net asset value, end of period		$	11.02		$	10.99		$	9.36		$	10.97		$	11.64		$	12.20


Ratios/supplemental data:
	Total return		.72	%^C		19.03	%		(13.20	)%		.89	%		(3.68	)%		4.53	%
	Expenses to average net assets		1.85	%^A,D		1.85	% ^A		1.85	% ^A		1.85	% ^A		1.85	% ^A		1.85	% ^A
	Net investment income to average net assets		.56	%^A,D		.94	%^A		1.37	% ^A		1.04	% ^A,B		1.38	% ^A		1.67	% ^A
	Portfolio turnover rate		23.3	%^C		42.1	%		29.5	%		55.4	%		58.4	%		58.0	%

Net assets, end of period (in thousands)			$37,763		$	38,936		$	32,914		$	36,308		$	35,971		$	37,026


^A	Net of fees waived by LMFA pursuant to a voluntary expense limitation of 1.85% of average daily net assets. If no fees had been waived by LMFA, the annualized ratio of expenses to average daily net assets would have been as follows: for the six months ended September 30, 2004, 1.98% and for the years ended March 31, 2004, 1.96%; 2003, 2.03%; 2002, 2.02%; 2001, 2.00%; and 2000, 1.88%.


^B	As required, effective April 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide, Audits of Investment Companies, and began amortizing discount and premium on debt securities. The effect of this adoption for the year ended March 31, 2002, was an increase in the Fund’s net investment income per share of $0.01, a decrease in net realized and unrealized gain/(loss) per share of $0.01, and an increase in the ratio of net investment income from 0.96% to 1.04%. Per share data and ratios for periods prior to April 1, 2001, have not been restated to reflect this change in accounting.

^C	Not annualized.


^D	Annualized.

See notes to financial statements.

Semi-Annual Report to Shareholders

Financial Intermediary Class:


		Six Months
		Ended			Years Ended March 31,									Period Ended
		September 30,												March 31,
		2004			2004			2003			2002			2001^E


		(Unaudited)
Net asset value, beginning of period		$	11.00		$	9.37		$	10.96		$	11.64		$	11.58

Investment operations:
	Net investment income		.06^F			.15	^F		.20	^F		.17	^F,G		N.M.	^F
	Net realized and unrealized gain/(loss) on investments		.05			1.66			(1.58	)		.01	^G		.06

	Total from investment operations		.11			1.81			(1.38	)		.18			.06

Distributions:
	From net investment income		(.10	)		(.18	)		(.14	)		(.17	)		—
	From net realized gain on investments		—			—			(.07	)		(.69	)		—

	Total distributions		(.10	)		(.18	)		(.21	)		(.86	)		—

Net asset value, end of period		$	11.01		$	11.00		$	9.37		$	10.96		$	11.64





Ratios/supplemental data:
	Total return		1.02	%^C		19.52	%		(12.72	)%		1.35	%		.52	%^C
	Expenses to average net assets		1.35	%^D,F		1.35	% ^F		1.35	% ^F		1.35	% ^F		1.35	%^F,D
	Net investment income to average net assets		1.06	%^D,F		1.46	% ^F		1.88	% ^F		1.55	% ^F,G		.27	%^F,D
	Portfolio turnover rate		23.3	%^C		42.1	%		29.5	%		55.4	%		58.4	%^D
Net assets, end of period (in thousands)		$	20,749		$	21,812		$	20,182		$	26,463		$	30,976


^E	For the period from March 16, 2001 (commencement of operations) to March 31, 2001.

^F	Net of fees waived by the adviser pursuant to a voluntary expense limitation of 1.35% of average daily net assets. If no fees had been waived by the adviser, the annualized ratio of expenses to average daily net assets would have been as follows: for the six months ended September 30, 2004, 1.44%, and for the years ended March 31, 2004, 1.44%; 2003, 1.46%; 2002, 1.48%; and for the period ended March 31, 2001, 1.45%.

As required, effective April 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide, Audits of Investment Companies, and began amortizing discount and premium on debt securities. The effect of this adoption for the year ended March 31, 2002, was an increase in the Fund’s net investment income per share of $0.01, a decrease in net realized and unrealized gain/(loss) per share of $0.01, and an increase in the ratio of net investment income from 1.47% to 1.55%. Per share data and ratios for periods prior to April 1, 2001, have not been restated to reflect this change in accounting.

See notes to financial statements.

Semi-Annual Report to Shareholders

Institutional Class:


		Six Months
		Ended			Years Ended March 31,									Period Ended
		September 30,												March 31,
		2004			2004			2003			2002			2001^E


		(Unaudited)
Net asset value, beginning of period		$	111.01		$	9.38		$	10.98		$	11.64		$	11.58

Investment operations:
	Net investment income		.07	^H		.17	^H		.22	^H		.19	^H,I		N.M.	^H
	Net realized and unrealized gain/(loss) on investments		.05			1.68			(1.59	)		.03	^I		.06

	Total from investment operations		.12			1.85			(1.37	)		.22			.06

Distributions:
	From net investment income		(.13	)		(.22	)		(.16	)		(0.19	)		—
	From net realized gain on investments		—			—			(.07	)		(.69	)		—

	Total distributions		(.13	)		(.22	)		(.23	)		(.88	)		—

Net asset value, end of period		$	11.00		$	11.01		$	9.38		$	10.98		$	11.64





Ratios/supplemental data:
	Total return		1.09	%^C		19.87	%		(12.58	)%		1.68	%		.52	%^C
	Expenses to average net assets		1.10	%^D,H		1.10	% ^H		1.10	%^H		1.10	% ^H		1.10	%^D,H
	Net investment income/(loss) to average net assets		1.32	%^D,H		1.68	% ^H		2.14	%^H		1.79	% ^H,I		.52	%^D,H
	Portfolio turnover rate		23.3	%^C		42.1	%		29.5	%		55.4	%		58.4	%^D
Net assets, end of period (in thousands)		$	522		$	499		$	341		$	391		$	325

Net of fees waived by the adviser pursuant to a voluntary expense limitation of 1.10% of average daily net assets. If no fees had been waived by the adviser, the annualized ratio of expenses to average daily net assets would have been as follows: for the six months ended September 30, 2004, 1.14% , and for the years ended March 31, 2004, 1.12%; 2003, 1.17%; 2002, 1.21%; and for the period ended March 31, 2001, 1.16%.

As required, effective April 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide, Audits of Investment Companies, and began amortizing discount and premium on debt securities. The effect of this adoption for the year ended March 31, 2002, was an increase in net investment income per share of $0.01, a decrease in net realized and unrealized gain/(loss) per share of $0.01, and an increase in the ratio of net investment income from 1.71% to 1.79%. Per share data and ratios for periods prior to April 1, 2001, have not been restated to reflect this change in accounting.

See notes to financial statements.

Semi-Annual Report to Shareholders

Expense Example

Financial Services Fund

Actual Expenses

Hypothetical Example for Comparison Purposes


		Beginning		Ending		Expenses Paid^A
		Account		Account		During the		Annualized
		Value		Value		Period		Expense
		4/1/04		9/30/04		4/1/04 to 9/30/04		Ratio


Primary Class:
	Actual	$	1,000.00	$	1,024.90	$	11.42		2.25%
	Hypothetical (5% return before expenses)	$	1,000.00	$	1,013.79	$	11.36




Financial Intermediary Class:
	Actual	$	1,000.00	$	1,028.30	$	7.63		1.50%
	Hypothetical (5% return before expenses)	$	1,000.00	$	1,017.55	$	7.59


^A	These calculations are based on expenses incurred in the most recent fiscal half-year. The dollar amount shown as “Expenses Paid” is equal to the annualized expense ratio multiplied by the average value over the period, multiplied by the number of days in the most recent fiscal half-year (183) and divided by 365.

Semi-Annual Report to Shareholders

Performance Information

Financial Services Fund

The graphs on the following pages compare the Fund’s total returns to that of two closely matched broad-based securities market indices. The graphs illustrate the cumulative total return of an initial $10,000 investment in the Primary Class and a $1,000,000 investment in the Financial Intermediary Class, for the periods indicated. The line for the Fund represents the total return after deducting all Fund investment management and other administrative expenses and the transaction costs of buying and selling securities. The lines representing each securities market index do not include any transaction costs associated with buying and selling securities in the indices or other administrative expenses. Both the Fund’s results and the indices’ results assume reinvestment of all dividends and distributions.


	The performance data quoted represents past performance and does not guarantee future results. The performance stated may have been due to extraordinary market conditions, which may not be duplicated in the future. Current performance may be lower or higher than the performance data quoted. To obtain the most recent month-end performance information please visit www.leggmasonfunds.com. The investment return and principal value of the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Calculations assume reinvestment of dividends and capital gain distributions. Performance would have been lower if fees had not been waived in various periods.

Semi-Annual Report to Shareholders

Growth of a $10,000 Investment — Primary Class

(FINANCIAL SERVICES FUND GRAPH)


	Cumulative		Average Annual
	Total Return		Total Return


One Year		+19.54%		+19.54%
Five Years		+77.92%		+12.21%
Life of Class*		+61.02%		+8.45%

* Inception date: November 16, 1998

The graph and table do not reflect the deduction of taxes that a shareholder

would pay on Fund distributions or the redemption of Fund shares.

Past performance does not predict future performance.


^A	Index returns are for periods beginning October 31, 1998.

Performance Information — Continued

Semi-Annual Report to Shareholders

Growth of a $1,000,000 Investment — Financial Intermediary Class^A

(FINANCIAL SERVICE FUND GRAPH)


	Cumulative		Average Annual
	Total Return		Total Return



One Year		+20.42%		+20.42%
Five Years		+84.59%		+13.04%
Life of Class*		+68.35%		+9.28%

* Inception date: November 16, 1998

The graph and table do not reflect the deduction of taxes that a shareholder

would pay on Fund distributions or the redemption of Fund shares.

Past performance does not predict future performance.


^A	On July 31, 2004, Class A shares of the Fund were renamed Financial Intermediary Class shares. Class A shares were subject to a maximum initial sales charge of 4.75%. Financial Intermediary Class does not have an initial sales charge. The returns shown do not reflect the imposition of an initial sales charge.


^B	Index returns are for periods beginning October 31, 1998.

Semi-Annual Report to Shareholders

Sector Diversification (as of September 30, 2004)

Common Stock and Equity Interests (as a percentage of net assets)

(PIE CHART)

Top Ten Holdings (as of September 30, 2004)


	% of
Security	Net Assets


North Fork Bancorporation, Inc.		3.3%
SLM Corporation		2.9%
Cascade Bancorp		2.9%
Commerce Bancshares, Inc.		2.8%
Banknorth Group, Inc.		2.6%
Texas Regional Bancshares, Inc.		2.4%
Cullen/Frost Bankers, Inc.		2.4%
TCF Financial Corporation		2.2%
Western Sierra Bancorp		2.2%
Harbor Florida Bancshares, Inc.		2.2%

Semi-Annual Report to Shareholders

Selected Portfolio Performance^B



Strongest performers for the 3rd quarter 2004^C


1.	CoBiz Incorporated	+20.2%
2.	North Fork Bancorporation, Inc.	+17.7%
3.	FirstFed Financial Corp.	+17.5%
4.	Harbor Florida Bancshares, Inc.	+13.7%
5.	SLM Corporation	+10.8%
6.	M&T Bank Corporation	+10.1%
7.	Mid-State Bancshares	+10.0%
8.	Sound Federal Bancorp, Inc.	+9.4%
9.	Northrim BanCorp Inc.	+8.5%
10.	Banknorth Group, Inc.	+8.5%



Weakest performers for the 3rd quarter 2004^C


1.	NCRIC Group, Inc.	-14.1%
2.	Fiserv, Inc.	-10.4%
3.	Philadelphia Consolidated Holding Corp.	-8.2%
4.	The Bank Holdings	-5.6%
5.	Wainwright Bank & Trust Company	-4.8%
6.	American Equity Investment Life Holding Company	-4.6%
7.	Cascade Financial Corporation	-4.2%
8.	First Financial Bankshares, Inc.	-3.4%
9.	First Data Corporation	-2.3%
10.	IBERIABANK Corporation	-1.9%

Portfolio Changes



Securities added during the 3rd quarter 2004


American Pacific Bank
CNB Holdings, Inc.
Community Capital Bancshares, Inc.
J.P. Morgan Chase & Co.
Online Resources Corporation
Partners Trust Financial Group, Inc.



Securities sold during the 3rd quarter 2004


Bank of Hawaii Corporation
Banner Corporation
Bridge Street Financial, Inc.
Merrill Merchants Bancshares, Inc.


^B	Individual security performance is measured by the change in the security’s price; for stocks, dividends are assumed to be reinvested at the time they were paid.

^C	Securities held for the entire quarter.

Semi-Annual Report to Shareholders

Portfolio of Investments

Financial Services Fund

September 30, 2004 (Unaudited)

(Amounts in Thousands)


		Shares/Par		Value


Common Stock and Equity Interests — 96.7%
Consumer Staples — 1.2%
Food Products — 1.2%
	Hershey Foods Corporation		18	$	841

Energy — 1.1%
Oil and Gas (Exploration and Production) — 1.1%
	EnCana Corp.		16		741

Financials — 90.5%
Banks — 50.4%
	Bancorp Rhode Island, Inc.		20		712
	BB&T Corporation		25		992
	Cascade Bancorp		100		1,940
	Cascade Financial Corporation		50		835
	CoBiz Incorporated		5		86
	Columbia Bancorp		40		1,166
	Commerce Bancshares, Inc.		39		1,876
	Cullen/Frost Bankers, Inc.		35		1,626
	First Community Bancorp		25		1,025
	First Financial Bankshares, Inc.		19		753
	First State Bancorporation		35		1,104
	Glacier Bancorp, Inc.		50		1,458
	Greater Bay Bancorp		40		1,150
	IBERIABANK Corporation		25		1,443
	M&T Bank Corporation		15		1,435
	Marshall & Ilsley Corporation		35		1,410
	Mercantile Bankshares Corporation		25		1,199
	Mid-State Bancshares		35		901
	National Commerce Financial Corporation		43		1,471
	North Fork Bancorporation, Inc.		50		2,222
	Northrim BanCorp Inc.		40		874
	Pacific Capital Bancorp		40		1,183
	Sound Federal Bancorp, Inc.		40		585
	Summit Bank Corporation		8		135
	Synovus Financial Corp.		45		1,177
	TCF Financial Corporation		50		1,514
	Texas Regional Bancshares, Inc.		53		1,632
	The Bank Holdings		5		80	^A

Semi-Annual Report to Shareholders


		Shares/Par		Value



Financials — Continued
Banks — Continued
	The Bank Holdings — warrants		1	$	5	^A
	Wainwright Bank & Trust Company		63		714
	Western Sierra Bancorp		45		1,498	^A

					34,201

Commercial Banks — 5.8%
	American Pacific Bank		90		894	^A
	Banknorth Group, Inc.		50		1,750
	CNB Holdings, Inc.		50		837	^A
	Community Capital Bancshares, Inc.		40		456

					3,937

Diversified Financials — 5.6%
	Financial Federal Corporation		15		562	^A
	MBNA Corporation		50		1,260
	SLM Corporation		44		1,954

					3,776

Insurance — 12.7%
	American Equity Investment Life Holding Company		100		949	^A
	Brown & Brown, Inc.		31		1,417
	Hilb, Rogal and Hamilton Company		30		1,087
	NCRIC Group, Inc.		51		434	^A
	Old Republic International Corporation		45		1,126
	Philadelphia Consolidated Holding Corp.		15		827	^A
	RLI Corp.		37		1,389
	StanCorp Financial Group, Inc.		20		1,424

					8,653

Investment Banking/Brokerage — 1.6%
	J.P. Morgan Chase & Co.		28		1,112

Real Estate — 1.7%
	Friedman, Billings, Ramsey Group, Inc.		60		1,146

Savings and Loan Companies — 12.7%
	Fidelity Bankshares, Inc.		30		1,116
	FirstFed Financial Corp.		25		1,222	^A
	Golden West Financial Corporation		10		1,109

Semi-Annual Report to Shareholders


		Shares/Par		Value



Financials — Continued
Savings and Loan Companies — Continued
	Harbor Florida Bancshares, Inc.		48	$	1,493
	MAF Bancorp, Inc.		25		1,078
	Partners Trust Financial Group, Inc.		50		518
	Provident Bancorp, Inc.		75		881
	Sovereign Bancorp, Inc.		55		1,200

					8,617

Information Technology — 3.9%
Commercial Services and Supplies — 1.9%
	Fiserv, Inc.		37		1,290	^A

Computer Services and Systems — 2.0%
	First Data Corporation		20		870
	Online Resources Corporation		65		461	^A

					1,331

Total Common Stock and Equity Interests (Identified Cost — $45,891)					65,645

Repurchase Agreements — 2.7%
Goldman, Sachs & Company 1.83%, dated 9/30/04 to be repurchased at $918 on 10/1/04 (Collateral: $904 Fannie Mae mortgage-backed securities, 6%, due 10/1/34, value $939)		$	918		918
State Street Bank & Trust Company 1.8%, dated 9/30/04 to be repurchased at $918 on 10/1/04 (Collateral: $890 Fannie Mae notes, 5.25%, due 6/15/06, value $940)			918		918

Total Repurchase Agreements (Identified Cost — $1,836)					1,836

Total Investments — 99.4% (Identified Cost — $47,727)					67,481
Other Assets Less Liabilities — 0.6%					433





Net Assets — 100.0%				$	67,914


^A	Non-income producing.

See notes to financial statements.

Semi-Annual Report to Shareholders

Statement of Assets and Liabilities

Financial Services Fund

September 30, 2004 (Unaudited)

(Amounts in Thousands)






Assets:
	Investment securities at market value (identified cost – $45,891)			$65,645
	Short-term securities at value (identified cost – $1,836)			1,836

			Total investments		$67,481




	Receivable for:
		Fund shares sold			36
		Securities sold			449
		Dividend and interest income			81

					68,047




Liabilities:




	Payable for:
		Fund shares repurchased		20
	Due to manager and distributor			89
	Accrued expenses			24

					133

Net Assets					$67,914





Net assets consist of:




	Accumulated paid-in-capital applicable to:
			3,691 Primary Class shares outstanding	$36,215
			736 Financial Intermediary Class shares outstanding	7,149
	Undistributed net investment income/(loss)			(134)
	Accumulated net realized gain/(loss) on investments			4,930
	Unrealized appreciation/(depreciation) of investments			19,754

Net Assets					$67,914

Net Asset Value Per Share:
	Primary Class				$15.22

	Financial Intermediary Class				$15.95

See notes to financial statements.

Semi-Annual Report to Shareholders

Statement of Operations

Financial Services Fund

For the Six Months Ended September 30, 2004 (Unaudited)

(Amounts in Thousands)






Investment Income:
	Dividends			$	562	^A
	Interest				9

			Total income				$	571




Expenses:
	Management fee				330




	Distribution and service fees:
		Primary Class			274
		Financial Intermediary Class			14
	Audit and legal fees				31
	Custodian fee				33
	Directors’ fees and expenses				7
	Registration fees				16
	Reports to shareholders				14




	Transfer agent and shareholder servicing expense:
		Primary Class			16
		Financial Intermediary Class			—	^B
	Other expenses				2

					737
		Less fees waived			(36	)

			Total expenses, net of waivers					701

Net Investment Income/(Loss)								(130	)




Net Realized and Unrealized Gain/(Loss) on Investments:
	Realized gain/(loss) on investments				4,932
	Change in unrealized appreciation/(depreciation) of investments				(3,253	)





Net Realized and Unrealized Gain/(Loss) on Investments								1,679

Change in Net Assets Resulting From Operations							$	1,549


^A	Net of foreign taxes withheld of $1.


^B	Amounts less than $1.

See notes to financial statements.

Semi-Annual Report to Shareholders

Statement of Changes in Net Assets

Financial Services Fund

(Amounts in Thousands)


			For the Six Months			For the Year
			Ended			Ended
			9/30/04			3/31/04


			(Unaudited)




Change in Net Assets:
Net investment income/(loss)			$	(130	)	$	(275	)
Net realized gain/(loss) on investments				4,932			5,050
Change in unrealized appreciation/ (depreciation) of investments				(3,253	)		15,183

Change in net assets resulting from operations				1,549			19,958




Distributions to shareholders:




	From net realized gain on investments:
		Primary Class		(2,087	)		(946	)
		Financial Intermediary Class		(416	)		(192	)




Change in net assets from Fund share transactions:
		Primary Class		(375	)		1,693
		Financial Intermediary Class		52			(843	)

Change in net assets				(1,277	)		19,670




Net Assets:
Beginning of period				69,191			49,521

End of period			$	67,914		$	69,191

Undistributed net investment income/(loss)			$	(134	)	$	(4	)

See notes to financial statements.

Semi-Annual Report to Shareholders

Financial Highlights

Financial Services Fund

Primary Class:


		Six Months															Three Months
		Ended			Years Ended March 31,												Ended			Year Ended
		September 30,															Mar. 31,			December 31,
		2004			2004			2003			2002			2001			2000^A			1999


		(Unaudited)
Net asset value, beginning of period		$	15.44		$	11.20		$	12.51		$	11.02		$	9.18		$	9.41		$	10.57

Investment operations:
	Net investment income/(loss)		(.04	)^B		(.08	) ^B		(.08	) ^B		(.09	) ^B		(.05	) ^B		(.01	)^B		(.07	)^B
	Net realized and unrealized gain/(loss) on investments		.39			4.58			(1.23	)		1.58			1.89			(.22	)		(1.09	)

	Total from investment operations		.35			4.50			(1.31	)		1.49			1.84			(.23	)		(1.16	)

Distributions:
	From net realized gain on investments		(.57	)		(.26	)		—			—			—			—			—

	Total distributions		(.57	)		(.26	)		—			—			—			—			—

Net asset value, end of period		$	15.22		$	15.44		$	11.20		$	12.51		$	11.02		$	9.18		$	9.41





Ratios/supplemental data:
	Total return		2.49	%^C		40.27	%		(10.47	)%		13.52	%		20.04	%		(2.44	)%^C		(10.97	)%
	Expenses to average net assets		2.25	%^B,D		2.25	% ^B		2.25	% ^B		2.25	% ^B		2.25	% ^B		2.25	%^B,D		2.25	%^B
	Net investment income/(loss) to average net assets		(.52	)%^B,D		(.58	)% ^B		(.64	)% ^B		(.69	)% ^B		(.55	)% ^B		(.38	)%^B,D		(.73	)%^B
	Portfolio turnover rate		16.6	%^C		29.6	%		38.2	%		28.9	%		37.2	%		60.9	%^D		27.1	%
Net assets, end of period (in thousands)		$	56,173		$	57,398		$	40,367		$	45,473		$	46,705		$	31,397		$	28,366


^A	The year end for Financial Services Fund changed from December 31 to March 31.


^B	Net of fees waived by LMFA pursuant to a voluntary expense limitation of 2.25%. If no fees had been waived by LMFA, the annualized ratio of expenses to average daily net assets would have been as follows: for the six months ended September 30, 2004, 2.37% and for the periods ended March 31, 2004, 2.35%; 2003, 2.46%; 2002, 2.44%; 2001, 2.71%; 2000, 2.73%, and December 31, 1999, 2.73%.

^C	Not annualized.

^D	Annualized.

See notes to financial statements.

Semi-Annual Report to Shareholders

Financial Intermediary Class (formerly Class A shares):


		Six Months															Three Months
		Ended			Years Ended March 31,												Ended			Year Ended
		September 30,															Mar. 31,			December 31,
		2004			2004			2003			2002			2001			2000^A			1999


		(Unaudited)
Net asset value, beginning of period		$	16.10		$	11.58		$	12.84		$	11.22		$	9.28		$	9.49		$	10.58

Investment operations:
	Net investment income/(loss)		.02	^E		.03	^E		.01	^E		.02	^E		.03	^E		.01	^E		—	^E
	Net realized and unrealized gain/(loss) on investments		.40			4.75			(1.27	)		1.60			1.91			(.22	)		(1.09	)

	Total from investment operations		.42			4.78			(1.26	)		1.62			1.94			(.21	)		(1.09	)

Distributions:
	From net realized gain on investments		(.57	)		(.26	)		—			—			—			—			—

	Total distributions		(.57	)		(.26	)		—			—			—			—			—

Net asset value, end of period		$	15.95		$	16.10		$	11.58		$	12.84		$	11.22		$	9.28		$	9.49


Ratios/supplemental data:
	Total return		2.83	%^C		41.37	% ^F		(9.81	)% ^F		14.44	% ^F		20.91	% ^F		(2.21	)%^C,F		10.30	%^F
	Expenses to average net assets		1.50	%^D,E		1.50	% ^E		1.50	% ^E		1.50	% ^E		1.50	% ^E		1.50	%^D,E		1.50	%^E
	Net investment income/(loss) to average net assets		0.23	%^D,E		.17	%^E		.12	%^E		.07	%^E		.21	%^E		.36	%^D,E		.01	%^E
	Portfolio turnover rate		16.6	%^C		29.6	%		38.2	%		28.9	%		37.2	%		60.9	%^D		27.1	%
Net assets, end of period (in thousands)		$	11,741		$	11,793		$	9,154		$	9,960		$	9,594		$	8,856		$	9,399


^E	Net of fees waived by LMFA pursuant to a voluntary expense limitation of 1.50%. If no fees had been waived by LMFA, the annualized ratio of expenses to average daily net assets would have been as follows: for the six months ended September 30, 2004, 1.57%, and for the years ended March 31, 2004, 1.55%; 2003, 1.65%; 2002, 1.64%; 2001, 1.91%; 2000, 2.08%, and December 31, 1999, 2.05%.

^F	Excluding sales charge applicable to Class A shares. Sales charges were eliminated beginning July 31, 2004.

See notes to financial statements.

Semi-Annual Report to Shareholders

Expense Example

U.S. Small-Capitalization Value Trust

Actual Expenses

Hypothetical Example for Comparison Purposes


		Beginning		Ending		Expenses Paid^A
		Account		Account		During the		Annualized
		Value		Value		Period		Expense
		4/1/04		9/30/04		4/1/04 to 9/30/04		Ratio


Primary Class:
	Actual	$	1,000.00	$	1,005.70	$	10.06		2.00%
	Hypothetical (5% return before expenses)	$	1,000.00	$	1,015.04	$	10.10




Institutional Class:
	Actual	$	1,000.00	$	1,011.30	$	4.69		0.93%
	Hypothetical (5% return before expenses)	$	1,000.00	$	1,020.41	$	4.71


^A	These calculations are based on expenses incurred in the most recent fiscal half-year. The dollar amount shown as “Expenses Paid” is equal to the annualized expense ratio multiplied by the average value over the period, multiplied by the number of days in the most recent fiscal half-year (183) and divided by 365.

Semi-Annual Report to Shareholders

Performance Information

U.S. Small-Capitalization Value Trust


	The performance data quoted represents past performance and does not guarantee future results. The performance stated may have been due to extraordinary market conditions, which may not be duplicated in the future. Current performance may be lower or higher than the performance data quoted. To obtain the most recent month-end performance information please visit www.leggmasonfunds.com. The investment return and principal value of the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Calculations assume reinvestment of dividends and capital gain distributions. Performance would have been lower if fees had not been waived in various periods.

Semi-Annual Report to Shareholders

Growth of a $10,000 Investment — Primary Class

(U.S. SMALL-CAPITALIZATION VALUE TRUST GRAPH)


	Cumulative		Average Annual
	Total Return		Total Return



One Year		+25.13%		+25.13%
Five Years		+81.65%		+12.68%
Life of Class*		+52.50%		+6.94%

* Inception date: June 15, 1998

The graph and table do not reflect the deduction of taxes that a shareholder

would pay on Fund distributions or the redemption of Fund shares.

Past performance does not predict future performance.


^A	Index return is for periods beginning May 31, 1998.

Semi-Annual Report to Shareholders

Growth of a $1,000,000 Investment — Institutional Class

(U.S. SMALL-CAPITALIZATION VALUE TRUST GRAPH)


	Cumulative		Average Annual
	Total Return		Total Return



One Year		+26.54%		+26.54%
Five Years		+90.93%		+13.81%
Life of Class*		+63.71%		+8.16%

* Inception date: June 19, 1998

The graph and table do not reflect the deduction of taxes that a shareholder

would pay on Fund distributions or the redemption of Fund shares.

Past performance does not predict future performance.


^B	Index return is for periods beginning June 30, 1998.

Semi-Annual Report to Shareholders

Sector Diversification (as of September 30, 2004)

Common Stock and Equity Interests (as a percentage of net assets)

(U.S. SMALL-CAP VALUE TRUST SECTOR PIE CHART)

Top Ten Holdings (as of September 30, 2004)


	% of
Security	Net Assets


United Defense Industries, Inc.		1.5%
IndyMac Bancorp, Inc.		1.5%
AmerUS Group Co.		1.2%
UICI		1.2%
Valassis Communications, Inc.		1.2%
The Commerce Group, Inc.		1.2%
Peoples Energy Corporation		1.1%
AGL Resources Inc.		1.1%
Borders Group, Inc.		1.1%
Fremont General Corporation		1.1%

Semi-Annual Report to Shareholders

Selected Portfolio Performance ^D



Strongest performers for the 3rd quarter 2004^E


1.	Onyx Acceptance Corporation	+68.4%
2.	Building Materials Holding Corporation	+45.8%
3.	United Industrial Corporation	+41.4%
4.	United Security Bancshares, Inc.	+41.4%
5.	UICI	+38.7%
6.	Books-A-Million, Inc.	+38.4%
7.	Monarch Casino & Resort, Inc.	+35.3%
8.	Perini Corporation	+33.7%
9.	Fremont General Corporation	+31.5%
10.	Plains Exploration & Production Company	+30.0%



Weakest performers for the 3rd quarter 2004 ^E


1.	Stonepath Group, Inc.	-57.5%
2.	OCA Inc.	-42.1%
3.	Brown Shoe Company, Inc.	-38.5%
4.	Sanderson Farms, Inc.	-37.5%
5.	Mesa Air Group Inc.	-37.0%
6.	Pediatric Services of America, Inc.	-35.6%
7.	Libbey Inc.	-32.3%
8.	Point.360	-31.7%
9.	Mothers Work, Inc.	-29.6%
10.	The Boyds Collection, Ltd.	-28.3%


^C	Portfolio changes are not reported for U.S. Small-Cap due to the Fund’s high volume of trading.


^D	Individual security performance is measured by the change in the security’s price; for stocks, dividends are assumed to be reinvested at the time they were paid.


^E	Securities held for the entire quarter.

Semi-Annual Report to Shareholders

Portfolio of Investments

U.S. Small-Capitalization Value Trust

September 30, 2004 (Unaudited)

(Amounts in Thousands)


		Shares/Par		Value


Common Stock and Equity Interests — 98.6%
Auto and Transportation — 4.4%
	Aftermarket Technology Corp.		21	$	265	^A
	America West Holdings Corporation		38		205	^A
	American Axle & Manufacturing Holdings, Inc.		35		1,030
	ArvinMeritor, Inc.		124		2,317
	Asbury Automotive Group Inc.		43		575	^A
	Bandag, Incorporated		12		539
	Bandag, Incorporated – Class A		12		467
	Dura Automotive Systems, Inc.		33		237	^A
	ExpressJet Holdings, Inc.		76		757	^A
	FLYi Inc.		41		160	^A
	Mesa Air Group Inc.		56		284	^A
	Offshore Logistics, Inc.		23		778	^A
	Polaris Industries Inc.		2		84
	R & B, Inc.		6		125	^A
	SkyWest, Inc.		78		1,172
	Stoneridge, Inc.		28		399	^A
	Superior Industries International, Inc.		31		940

					10,334

Consumer Discretionary — 23.9%
	American Greetings Corporation		67		1,691	^A
	American Woodmark Corporation		17		617
	AnnTaylor Stores Corporation		10		222	^A
	Ashworth, Inc.		24		198	^A
	Aztar Corporation		33		872	^A
	Barnes & Noble, Inc.		21		770	^A
	Benihana Inc.		8		108	^A
	BJ’s Wholesale Club, Inc.		87		2,368	^A
	Blair Corporation		15		417
	Blockbuster Inc.		37		279
	Bob Evans Farms, Inc.		52		1,404
	Books-A-Million, Inc.		10		79	^A
	Borders Group, Inc.		101		2,497
	Brown Shoe Company, Inc.		25		614
	Burlington Coat Factory Warehouse Corporation		60		1,282

Semi-Annual Report to Shareholders


		Shares/Par		Value


Consumer Discretionary — Continued
	Cadmus Communications Corporation		17	$	245
	Carriage Services, Inc.		32		152	^A
	Charming Shoppes, Inc.		35		251	^A
	Chromcraft Revington, Inc.		11		141	^A
	Convergys Corporation		15		200	^A
	Correctional Services Corporation		1		3	^A
	CSK Auto Corporation		12		165	^A
	CSS Industries, Inc.		22		681
	Del Laboratories, Inc.		3		90	^A
	Department 56, Inc.		24		391	^A
	Dover Downs Gaming & Entertainment, Inc.		20		204
	Duckwall-ALCO Stores, Inc.		5		84	^A
	Duratek, Inc.		12		220	^A
	Emak Worldwide Inc.		2		21	^A
	Enesco Group, Inc.		18		125	^A
	Exponent, Inc.		8		209	^A
	Finlay Enterprises, Inc.		16		311	^A
	Flexsteel Industries, Inc.		11		202
	Fresh Brands, Inc.		9		69
	Friendly Ice Cream Corporation		9		83	^A
	Frisch’s Restaurants, Inc.		6		148
	FTI Consulting, Inc.		11		204	^A
	Furniture Brands International, Inc.		86		2,159
	Genesco Inc.		38		902	^A
	Global Imaging Systems, Inc.		1		19	^A
	Group 1 Automotive, Inc.		34		914	^A
	Haggar Corp.		13		215
	Handleman Company		46		935
	Haverty Furniture Companies, Inc.		19		337
	Hollywood Entertainment Corporation		103		1,012	^A
	IKON Office Solutions, Inc.		193		2,317
	Isle of Capri Casinos, Inc.		36		692	^A
	Jack in the Box Inc.		64		2,040	^A
	Johnson Outdoors Inc.		1		16	^A
	K-Swiss Inc.		14		264
	Kellwood Company		7		237

Semi-Annual Report to Shareholders


		Shares/Par		Value


Consumer Discretionary — Continued
	Kirkland’s, Inc.		33	$	306	^A
	Koss Corporation		2		54
	La-Z-Boy Incorporated		67		1,023
	Libbey Inc.		23		436
	Lithia Motors, Inc.		20		423
	MarineMax, Inc.		11		243	^A
	Maytag Corporation		84		1,539
	MemberWorks Incorporated		15		404	^A
	Mity Enterprises, Inc.		5		81	^A
	Monarch Casino & Resort, Inc.		16		311	^A
	Mossimo, Inc.		22		86	^A
	Mothers Work, Inc.		9		132	^A
	Movado Group, Inc.		27		452
	Navigant International, Inc.		28		451	^A
	P & F Industries, Inc.		1		10	^A
	Papa John’s International, Inc.		30		914	^A
	Parlux Fragrances, Inc.		11		140	^A
	Phillips-Van Heusen Corporation		4		94
	Pier 1 Imports, Inc.		26		470
	Point.360		12		30	^A
	Pre-Paid Legal Services, Inc.		31		783	^A
	Precis, Inc.		21		62	^A
	Q.E.P. Co., Inc.		3		38	^A
	REX Stores Corporation		20		278	^A
	Russell Corporation		59		999
	Ryan’s Restaurant Group Inc.		53		792	^A
	S&K Famous Brands, Inc.		1		19	^A
	Scholastic Corporation		9		268	^A
	School Specialty, Inc.		21		820	^A
	Sharper Image Corporation		18		375	^A
	Shoe Carnival, Inc.		17		204	^A
	ShopKo Stores, Inc.		53		928	^A
	Sonic Automotive, Inc.		43		870
	SOURCECORP, Incorporated		21		474	^A
	Stage Stores, Inc.		28		965	^A
	Stanley Furniture Company, Inc.		8		361

Semi-Annual Report to Shareholders


		Shares/Par		Value


Consumer Discretionary — Continued
	Steven Madden, Ltd.		24	$	415	^A
	Strattec Security Corporation		6		349	^A
	Tandy Brands Accessories, Inc.		11		154
	The Bon-Ton Stores, Inc.		18		213
	The Boyds Collection, Ltd.		83		198	^A
	The Buckle, Inc.		35		964
	The Cato Corporation		36		808
	The Talbots, Inc.		10		246
	The Toro Company		22		1,516
	United Auto Group, Inc.		57		1,435
	Valassis Communications, Inc.		93		2,742	^A
	Waste Holdings, Inc.		24		270
	Water Pik Technologies, Inc.		19		283	^A
	Zale Corporation		57		1,602	^A

					56,706

Consumer Staples — 3.1%
	Alliance Imaging, Inc.		87		652
	American Italian Pasta Company		20		523
	Chiquita Brands International, Inc.		49		846	^A
	D & K Healthcare Resources, Inc.		24		237
	DIMON Incorporated		4		24
	Ruddick Corporation		73		1,436
	Sanderson Farms, Inc.		11		361
	Schweitzer-Mauduit International, Inc.		27		881
	Standard Commercial Corporation		23		367
	Universal Corporation		46		2,036
	Weider Nutrition International, Inc.		11		49	^A

					7,412

Energy — 5.6%
	Berry Petroleum Company		31		1,124
	Cimarex Energy Co.		58		2,016	^A
	Encore Acquisition Company		24		828	^A
	Energen Corporation		15		789
	EnergySouth, Inc.		6		171

Semi-Annual Report to Shareholders


		Shares/Par		Value


Energy — Continued
	Forest Oil Corporation		44	$	1,319	^A
	Gulf Island Fabrication, Inc.		16		366
	Matrix Service Company		19		95	^A
	Oil States International, Inc.		6		107	^A
	Plains Exploration & Production Company		71		1,693	^A
	Stone Energy Corporation		47		2,039	^A
	The Houston Exploration Company		41		2,445	^A
	TransMontaigne Inc.		47		273	^A

					13,265

Financials — 32.8%
	ABC Bancorp		15		297
	ACE Cash Express, Inc.		11		273	^A
	Advanta Corp.		15		335
	Alfa Corporation		49		685
	Allmerica Financial Corporation		5		142	^A
	AMCORE Financial, Inc.		8		221
	American Financial Group, Inc.		52		1,557
	American National Bankshares Inc.		10		233
	American Shared Hospital Services		4		21
	AmericanWest Bancorporation		12		231	^A
	AmerUs Group Co.		69		2,829
	Anchor BanCorp Wisconsin, Inc.		41		1,049
	Arrow Financial Corporation		4		128
	Atlantic American Corporation		6		19	^A
	BancFirst Corporation		9		579
	BancorpSouth, Inc.		40		922
	California First National Bancorp		10		129
	Camden National Corporation		10		335
	Capital Title Group, Inc.		4		21
	Capitol Bancorp Ltd.		14		411
	Ceres Group, Inc.		69		377	^A
	Chemical Financial Corporation		39		1,407
	Cherokee Inc.		11		255
	Chittenden Corporation		7		177
	Clark, Inc.		19		255	^A

Semi-Annual Report to Shareholders


		Shares/Par		Value


Financials — Continued
	Columbia Banking System, Inc.		24	$	569
	Commercial Federal Corporation		77		2,064
	Community Bank System, Inc.		31		769
	Community First Bankshares, Inc.		23		741
	Community Trust Bancorp, Inc.		23		699
	Corrus Bankshares, Inc.		36		1,561
	Delphi Financial Group, Inc.		41		1,637
	Donegal Group Inc. – Class A		4		79
	Donegal Group Inc. – Class B		2		40
	Downey Financial Corp.		39		2,143
	E-Loan, Inc.		58		124	^A
	EMC Insurance Group, Inc.		0		6
	FBL Financial Group, Inc.		50		1,304
	First Albany Companies Inc.		20		183
	First Citizens Bancshares Inc.		1		135
	First Commonwealth Financial Corporation		5		72
	First Federal Capital Corp.		40		1,198
	First Financial Corporation		0		6
	First Financial Holdings, Inc.		9		269
	First Financial Service Corporation		5		124
	First M&F Corporation		5		181
	First Mutual Bancshares, Inc.		6		150
	First Place Financial Corp.		22		445
	First United Corporation		8		165
	Firstbank Corporation		1		29
	FirstFed Financial Corp.		26		1,276	^A
	Flagstar Bancorp, Inc.		42		900
	Flushing Financial Corporation		32		616
	FNB Corp.		7		121
	FNB Corporation		12		317
	FNB Financial Services Corporation		9		178
	Fremont General Corporation		107		2,475
	Great American Financial Resources, Inc.		39		592
	Greater Bay Bancorp		35		1,001
	Greene County Bancshares, Inc.		4		105
	Harrington West Financial Group, Inc.		2		38

Semi-Annual Report to Shareholders


		Shares/Par		Value


Financials — Continued
	Hilb, Rogal and Hamilton Company		4	$	127
	HMN Financial, Inc.		6		166
	Home Federal Bancorp		5		133
	Hudson United Bancorp		53		1,946
	IBERIABANK Corporation		5		271
	IndyMac Bancorp, Inc.		97		3,508
	Infinity Property & Casualty Corporation		22		647
	International Bancshares Corporation		10		375
	Investment Technology Group, Inc.		49		756	^A
	Irwin Financial Corporation		46		1,198
	ITLA Capital Corporation		7		337	^A
	John H. Harland Company		50		1,580
	Knight Trading Group, Inc.		76		703	^A
	Lakeland Financial Corporation		6		190
	LandAmerica Financial Group, Inc.		31		1,429
	MAF Bancorp, Inc.		28		1,198
	MainSource Financial Group, Inc.		8		167
	McGrath Rentcorp		16		581
	Meadowbrook Insurance Group, Inc.		33		158	^A
	Merchants Bancshares, Inc.		4		121
	National Western Life Insurance Company		4		635	^A
	NBT Bancorp Inc.		16		367
	NCO Group, Inc.		33		892	^A
	NetBank, Inc.		86		858
	North Central Bancshares, Inc.		3		93
	North Valley Bancorp		11		201
	Northrim BanCorp Inc.		8		177
	Nymagic, Inc.		10		219
	Odyssey Re Holdings Corp.		69		1,535
	Old Point Financial Corporation		2		48
	Onyx Acceptance Corporation		8		227
	Oriental Financial Group Inc.		9		238
	PAB Bankshares, Inc.		7		87
	Parkvale Financial Corporation		9		235
	PennFed Financial Services, Inc.		1		20
	Penns Woods Bancorp, Inc.		4		183

Semi-Annual Report to Shareholders


		Shares/Par		Value


Financials — Continued
	Peoples Bancorp Inc.		4	$	109
	PFF Bancorp, Inc.		18		686
	Provident Bankshares Corporation		24		811
	Raymond James Financial, Inc.		10		239
	Republic Bancorp, Inc.		91		1,409
	Republic First Bancorp, Inc.		11		141	^A
	Rewards Network Inc.		33		222	^A
	S&T Bancorp, Inc.		9		332
	Safety Insurance Group, Inc.		27		591
	Sierra Bancorp		6		100
	Simmons First National Corporation		8		215
	Southwest Bancorp, Inc.		11		234
	StanCorp Financial Group, Inc.		4		313
	Sterling Financial Corporation		15		537	^A
	Stewart Information Services Corporation		29		1,123
	Taylor Capital Group, Inc.		6		134
	The Commerce Group, Inc.		57		2,739
	The Navigators Group, Inc.		13		388	^A
	The Peoples Holding Company		3		81
	Timberland Bancorp, Inc.		6		150
	Triad Guaranty Inc.		20		1,107	^A
	TriCo Bancshares		17		356
	Trustmark Corporation		50		1,542
	U.S.B. Holding Co., Inc.		13		328
	UICI		84		2,757	^A
	United Bankshares, Inc.		25		849
	United Fire & Casualty Company		3		186
	United Security Bancshares, Inc.		6		162
	Universal American Financial Corp.		30		384	^A
	Washington Banking Company		4		53
	Washington Federal, Inc.		3		73
	West Coast Bancorp		13		271
	Westcorp		35		1,494

Semi-Annual Report to Shareholders


		Shares/Par		Value


Financials — Continued
	World Acceptance Corporation		23	$	523	^A
	WSFS Financial Corporation		4		200
	Yadkin Valley Bank and Trust Company		6		87

					77,732

Health Care — 3.2%
	Albany Molecular Research, Inc.		53		509	^A
	AMN Healthcare Services, Inc.		47		557	^A
	Apria Healthcare Group Inc.		51		1,395	^A
	Atrion Corporation		2		85
	Chronimed Inc.		18		105	^A
	CONMED Corporation		4		92	^A
	Curative Health Services, Inc.		23		159	^A
	Embrex, Inc.		15		197	^A
	First Health Group Corp.		80		1,289	^A
	Horizon Health Corporation		5		110	^A
	MedQuist Inc.		4		46	^A
	National Dentex Corporation		5		130	^A
	National Home Health Care Corp.		12		118	^A
	OCA Inc.		90		428	^A
	Owens & Minor, Inc.		51		1,288
	Pediatric Services of America, Inc.		9		73	^A
	Prime Medical Services, Inc.		3		18	^A
	Sola International Inc.		41		789	^A
	Vital Signs, Inc.		5		150

					7,538

Industrials — 0.1%
	Teleflex Incorporated		5		221

Information Technology — 4.7%
	CalAmp Corporation		40		285	^A
	Click Commerce, Inc.		10		54	^A
	Dynamics Research Corporation		12		202	^A
	Emulex Corporation		59		683	^A
	ePlus inc		17		180	^A

Semi-Annual Report to Shareholders


		Shares/Par		Value


Information Technology — Continued
	ESS Technology, Inc.		54	$	367	^A
	Hi-Shear Technology Corporation		3		9	^A
	Hutchinson Technology Incorporated		28		735	^A
	Maxtor Corporation		208		1,080	^A
	MEMC Electronic Materials, Inc.		91		769	^A
	OmniVision Technologies, Inc.		56		788	^A
	Planar Systems Inc.		12		133	^A
	Pomeroy Computer Resources, Inc.		7		92	^A
	Sensient Technologies Corporation		84		1,824
	Standard Microsystems Corporation		19		340	^A
	Stonepath Group, Inc.		11		10	^A
	TESSCO Technologies Incorporated		5		52	^A
	The Allied Defense Group, Inc.		6		119	^A
	The Reynolds and Reynolds Company		22		530
	TSR, Inc.		7		44
	United Industrial Corporation		20		648
	United Online, Inc.		24		233	^A
	Westell Technologies, Inc.		23		120	^A
	Western Digital Corporation		217		1,909	^A

					11,206

Materials — 8.1%
	Ameron International Corporation		15		477
	Bluegreen Corporation		36		404	^A
	Building Materials Holding Corporation		24		649
	Culp, Inc.		20		148	^A
	Ennis Business Forms, Inc.		21		452
	Gibraltar Steel Corporation		22		781
	Hercules Incorporated		122		1,737	^A
	Hines Horticulture, Inc.		32		98	^A
	Lennox International Inc.		54		802
	Mod-Pac Corporation		2		27	^A
	NN Inc.		20		226
	Perini Corporation		17		240	^A
	Potlatch Corporation		13		594
	Quanex Corporation		15		764

Semi-Annual Report to Shareholders


		Shares/Par		Value


Materials — Continued
	RPM International, Inc.		16	$	275
	Scheid Vineyards Inc.		1		7
	Silgan Holdings Inc.		15		695
	The Anderson’s Inc.		7		148
	The Keith Companies, Inc.		14		210	^A
	The Lubrizol Corporation		56		1,941
	United Defense Industries, Inc.		89		3,551	^A
	Universal Forest Products, Inc.		32		1,081
	URS Corporation		48		1,270	^A
	Webco Industries, Inc.		13		56	^A
	Wilson Greatbatch Technologies, Inc.		21		374	^A
	York International Corporation		67		2,104

					19,111

Miscellaneous — 0.1%
	Hawkins, Inc.		11		134

Producer Durables — 3.6%
	AGCO Corporation		15		346	^A
	Beazer Homes USA, Inc.		6		588
	Briggs & Stratton Corporation		4		333
	Cascade Corporation		22		616
	Craftmade International, Inc.		4		83
	Dominion Homes, Inc.		4		95	^A
	Ducommun Incorporated		18		391	^A
	Ecology and Environment, Inc.		3		31
	ElkCorp		20		547
	Hector Communications Corporation		6		122	^A
	Kulicke and Soffa Industries, Inc.		67		380	^A
	Mesa Laboratories, Inc.		2		20
	NACCO Industries, Inc.		3		215
	Overland Storage Inc.		24		336	^A
	Rayovac Corporation		46		1,204	^A
	Standard Pacific Corp.		23		1,274
	Standex International Corporation		14		343

Semi-Annual Report to Shareholders


		Shares/Par		Value


Producer Durables — Continued
	Summa Industries		7	$	80	^A
	Tecumseh Products Company		15		636
	Thomas Industries Inc.		23		729
	WCI Communities, Inc.		4		89	^A

					8,458

Utilities — 9.0%
	AGL Resources Inc.		83		2,557
	Atmos Energy Corporation		42		1,068
	Black Hills Corporation		49		1,364
	Boston Communications Group, Inc.		33		292	^A
	Central Vermont Public Service Corporation		19		384
	Chesapeake Utilities Corporation		10		246
	Cleco Corporation		17		293
	Duquesne Light Holdings Inc.		102		1,830
	Green Mountain Power Corporation		1		16
	IDACORP, Inc.		19		541
	New Jersey Resources Corporation		4		178	^A
	Nicor Inc.		40		1,479
	Peoples Energy Corporation		63		2,609
	PNM Resources Inc.		99		2,228
	South Jersey Industries, Inc.		19		926
	Southwest Gas Corporation		4		103
	TALK America Holdings, Inc.		34		178	^A
	The Laclede Group, Inc.		4		129
	Vectren Corporation		46		1,146
	WGL Holdings Inc.		81		2,281
	WPS Resources Corporation		31		1,399

					21,247

Total Common Stock and Equity Interests (Identified Cost — $184,454)					233,364

Repurchase Agreements — 2.2%
Goldman, Sachs & Company 1.83%, dated 9/30/04 to be repurchased at $2,664 on 10/1/04 (Collateral: $2,734 Fannie Mae mortgage-backed securities, 5%, due 3/1/34, value $2,727)		$	2,664		2,664

Semi-Annual Report to Shareholders


	Shares/Par		Value


Repurchase Agreements — Continued

State Street Bank & Trust Company 1.8%, dated 9/30/04 to be repurchased at $2,663 on 10/1/04 (Collateral: $2,725 Freddie Mac notes, 1.4%, due 6/17/05, value $2,720)	$	2,663	$	2,663

Total Repurchase Agreements (Identified Cost — $5,327)				5,327

Total Investments — 100.8% (Identified Cost — $189,781)				238,691
Other Assets Less Liabilities — (0.8)%				(1,897	)


			$	236,794




Net Assets — 100.0%


^A	Non-income producing.

See notes to financial statements.

Semi-Annual Report to Shareholders

Statement of Assets and Liabilities

U.S. Small-Capitalization Value Trust

September 30, 2004 (Unaudited)

(Amounts in Thousands)






Assets:
	Investment securities at market value (identified cost – $184,454)			$	233,364
	Short-term securities at value (identified cost – $5,327)				5,327

			Total investments				$	238,691




	Receivable for:
		Fund shares sold						239
		Securities sold						215
		Dividend and interest income						242

								239,387




Liabilities:




	Payable for:
		Fund shares repurchased			741
		Securities purchased			1,429
	Due to manager and distributor				333
	Accrued expenses				90

								2,593

Net Assets							$	236,794





Net assets consist of:




	Accumulated paid-in-capital applicable to:
			16,102 Primary Class shares outstanding	$	167,256
			783 Institutional Class shares outstanding		9,308
	Undistributed net investment income/(loss)				(442	)
	Accumulated net realized gain/(loss) on investments				11,762
	Unrealized appreciation/(depreciation) of investments				48,910

Net Assets							$	236,794

Net Asset Value Per Share:
	Primary Class						$	13.98

	Institutional Class						$	14.94

See notes to financial statements.

Semi-Annual Report to Shareholders

Statement of Operations

U.S. Small-Capitalization Value Trust

For the Six Months Ended September 30, 2004 (Unaudited)

(Amounts in Thousands)






Investment Income:
	Dividends			$	1,788
	Interest				34

			Total income				$	1,822




Expenses:
	Management fee				919
	Distribution and service fees				1,105	^A
	Audit and legal fees				19
	Custodian fee				63
	Directors’ fees and expenses				8
	Registration fees				10
	Reports to shareholders				35




	Transfer agent and shareholder servicing expense:
		Primary Class			94
		Institutional Class			1
	Other expenses				10

					2,264
		Less fees waived			(4	)

			Total expenses, net of waivers					2,260

Net Investment Income/(Loss)								(438	)




Net Realized and Unrealized Gain/(Loss) on Investments:
	Realized gain/(loss) on investments				11,780
	Change in unrealized appreciation/(depreciation) of investments				(10,075	)





Net Realized and Unrealized Gain/(Loss) on Investments								1,705

Change in Net Assets Resulting From Operations							$	1,267


^A	See Note 1, Significant Accounting Policies, in the notes to financial statements.

See notes to financial statements.

Semi-Annual Report to Shareholders

Statement of Changes in Net Assets

U.S. Small-Capitalization Value Trust

(Amounts in Thousands)


			For the
			Six Months			For the
			Ended			Year Ended
			9/30/04			3/31/04


				(Unaudited)




Change in Net Assets:
Net investment income/(loss)			$	(438	)	$	(1,138	)
Net realized gain/(loss) on investments				11,780			18,818
Change in unrealized appreciation/(depreciation) of investments				(10,075	)		74,959

Change in net assets resulting from operations				1,267			92,639




Distributions to shareholders:




	From net realized gain on investments:
		Primary Class		(9,546	)		(1,392	)
		Institutional Class		(428	)		(54	)




Change in net assets from Fund share transactions:
		Primary Class		7,194			(5,749	)
		Institutional Class		1,605			1,222

Change in net assets				92			86,666




Net Assets:
Beginning of period				236,702			150,036

End of period			$	236,794		$	236,702

Undistributed net investment income/(loss)			$	(442	)	$	(4	)

See notes to financial statements.

Semi-Annual Report to Shareholders

Financial Highlights

U.S. Small-Capitalization Value Trust

Primary Class:


		Six Months
		Ended			Years Ended March 31,
		September 30,
		2004			2004			2003			2002			2001			2000


		(Unaudited)
Net asset value, beginning of period		$	14.52		$	8.93		$	11.73		$	9.05		$	7.45		$	7.81

Investment operations:
	Net investment income/(loss)		(.03	)^A		(.07	) ^A		(.06	) ^A		(.06	) ^A		(.02	) ^A		(.05	) ^A
	Net realized and unrealized gain/(loss) on investments		.09			5.75			(2.74	)		2.74			1.62			—

	Total from investment operations		.06			5.68			(2.80	)		2.68			1.60			(.05	)

Distributions:
	From net realized gain on investments		(.60	)		(.09	)		—			—			—			(.31	)

	Total distributions		(.60	)		(.09	)		—			—			—			(.31	)

Net asset value, end of period		$	13.98		$	14.52		$	8.93		$	11.73		$	9.05		$	7.45


Ratios/supplemental data:
	Total return		.57	%^B		63.71	%		(23.87	)%		29.61	%		21.48	%		(1.06	)%
	Expenses to average net assets		2.00	%^A,C		2.00	% ^A		2.00	% ^A		2.00	% ^A		2.00	% ^A		1.99	% ^A
	Net investment income/(loss) to average net assets		(.43	)%^A,C		(.61	)% ^A		(.52	)% ^A		(.82	)% ^A		(.21	)% ^A		(.54	)% ^A
	Portfolio turnover rate		21.6	%^B		44.3	%		61.0	%		32.1	%		60.7	%		66.2	%

Net assets, end of period (in thousands)			$225,100		$	226,351		$	144,447		$	182,201		$	68,629		$	57,046


^A	Net of fees waived by LMFA pursuant to a voluntary expense limitation of 2.00% of average daily net assets. If no fees had been waived by LMFA, the annualized ratio of expenses to average daily net assets would have been as follows: for the six months ended September 30, 2004, 2.00%, and for the years ended March 31, 2004, 2.05%; 2003, 2.13%; 2002, 2.24%; 2001, 2.46%; and 2000, 2.35%.


^B Not annualized.


^C Annualized.

See notes to financial statements.

Semi-Annual Report to Shareholders

Institutional Class:


		Six Months
		Ended			Years Ended March 31,
		September 30,
		2004			2004			2003			2002			2001			2000


		(Unaudited)
Net asset value, beginning of period		$	15.39		$	9.36		$	12.16		$	9.30		$	7.59		$	7.88

Investment operations:
	Net investment income/(loss)		.04			.05			.05	^D		(.02	) ^D		.02	^D		.07	^D
	Net realized and unrealized gain/(loss) on investments		.11			6.07			(2.85	)		2.88			1.69			(.05	)

	Total from investment operations		.15			6.12			(2.80	)		2.86			1.71			.02

Distributions:
	From net realized gain on investments		(.60	)		(.09	)		—			—			—			(.31	)

	Total distributions		(.60	)		(.09	)		—			—			—			(.31	)

Net asset value, end of period		$	14.94		$	15.39		$	9.36		$	12.16		$	9.30		$	7.59





Ratios/supplemental data:
	Total return		1.13	%^B		65.49	%		(23.03	)%		30.75	%		22.53	%		(.15	)%
	Expenses to average net assets		.93	%^C		.98	%		1.00	% ^D		1.00	% ^D		1.00	% ^D		1.00	% ^D
	Net investment income/(loss) to average net assets		.65	%^C		.41	%		.50	%^D		.18	%^D		.82	%^D		.44	%^D
	Portfolio turnover rate		21.6	%^B		44.3	%		61.0	%		32.1	%		60.7	%		66.2	%

Net assets, end of period (in thousands)			$11,694		$	10,351		$	5,589		$	5,529		$	711		$	31


^D	Net of fees waived by LMFA pursuant to a voluntary expense limitation of 1.00% of average daily net assets. If no fees had been waived by LMFA, the annualized ratio of expenses to average daily net assets would have been as follows: for the years ended March 31, 2003, 1.05%; 2002, 1.20%; 2001, 1.43%; and 2000, 1.36%.

See notes to financial statements.

Semi-Annual Report to Shareholders

Notes to Financial Statements

Legg Mason Investors Trust, Inc.
(Amounts in Thousands) (Unaudited)

1. Organization and Significant Accounting Policies:

The Legg Mason Investors Trust, Inc. (“Corporation”), consisting of American Leading Companies Trust (“American Leading Companies”), Balanced Trust (“Balanced Trust”), Financial Services Fund (“Financial Services”) and U.S. Small-Capitalization Value Trust (“U.S. Small-Cap”) (each a “Fund”), is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end, diversified investment company.

Each Fund offers Primary Class and Institutional Class shares. The Institutional Class of Financial Services is not currently active. American Leading Companies, Balanced Trust and Financial Services also offer an additional class of shares: Financial Intermediary Class. The Financial Intermediary Class of American Leading Companies is not currently active. The income and expenses of the Funds are allocated proportionately to each class of shares based on daily net assets, except for Rule 12b-1 distribution and service fees, which are charged only on Primary Class and Financial Intermediary Class shares, and transfer agent and shareholder servicing expenses, which are determined separately for each class.

Preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements:

Security Valuation

Equity securities traded on national securities exchanges are valued at the last quoted sales price, except securities traded on the Nasdaq Stock Market, Inc. (“NASDAQ”) which are valued in accordance with the NASDAQ Official Closing Price. Over the counter securities are valued at the mean between the latest bid and asked prices as furnished by dealers who make markets in such securities or by an independent pricing service. Fixed income securities for which market quotations are readily available are valued at current market value.

Each Fund’s securities are valued on the basis of available market quotations or, lacking such quotations, at fair value as determined under policies approved by the Board of Directors. A Fund may use fair value pricing instead of market quotations to value one or more securities if the Fund believes that, because of special circumstances, doing so would more accurately reflect the prices the Fund expects to realize on the current sale of those securities. Further, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material.

Semi-Annual Report to Shareholders

Security Transactions

Security transactions are recorded on the trade date. Realized gains and losses from security transactions are reported on an identified cost basis for both financial reporting and federal income tax purposes.

For the six months ended September 30, 2004, investment transactions (excluding short-term investments and U.S. Government Securities) were:


	Purchases		Proceeds From Sales


American Leading Companies	$	79,696	$	68,224
Balanced Trust		11,986		16,300
Financial Services		10,676		12,599
U.S. Small-Cap		51,939		49,117

Transactions in U.S. Government Securities for Balanced Trust were purchases of $1,754 and proceeds from sales of $685. There were no transactions in U.S. Government Securities for the other Funds.

Foreign Currency Translation

Assets and liabilities initially expressed in non-U.S. currencies are translated into U.S. dollars using currency exchange rates determined prior to the close of trading on the Exchange, usually at 2:00 p.m. Eastern time. Purchases and sales of securities and income and expenses are translated into U.S. dollars at the prevailing market rates on the dates of such transactions. The effects of changes in non-U.S. currency exchange rates on investment securities and other assets and liabilities are included with the net realized and unrealized gain or loss on investment securities.

Repurchase Agreements

The Funds may engage in repurchase agreement transactions. Under the terms of a typical repurchase agreement, a fund takes possession of an underlying debt obligation subject to an obligation of the seller to repurchase, and a fund to resell, the obligation at an agreed-upon price and time, thereby determining the yield during a fund’s holding period. This arrangement results in a fixed rate of return that is not subject to market fluctuations during the fund’s holding period. The value of the collateral is at all times at least equal to the total amount of the repurchase obligation, including interest. In the event of counterparty default, a fund has the right to use the collateral to satisfy the terms of the repurchase agreement. However, there could be potential loss to the fund in the event the fund is delayed or prevented from exercising its right to dispose of the collateral securities, including the risk of a possible decline in the value of the collateral securities during the period in which the fund seeks to assert its rights. The Funds’ investment advisers review the value of the collateral and

Semi-Annual Report to Shareholders

the creditworthiness of those banks and dealers with which the Funds enter into repurchase agreements to evaluate potential risks.

Commission Recapture

American Leading Companies has entered into a directed brokerage agreement with State Street Bank. Under the agreement, State Street Bank will rebate to the Fund a percentage of commissions generated by the Fund. During the six months ended September 30, 2004, no commissions were recaptured.

Investment Income and Distributions to Shareholders

Interest income and expenses are recorded on the accrual basis. Bond premiums and discounts are amortized for financial reporting and federal income tax purposes. Dividend income is recorded on the ex-dividend date. Dividends from net investment income, if available, are determined at the class level and paid annually for American Leading Companies, Financial Services and U.S. Small-Cap, and quarterly for Balanced Trust. Net capital gain distributions, which are calculated at the Fund level, are declared and paid annually in June, if available. An additional distribution may be made in December, to the extent necessary, in order to comply with federal excise tax requirements. Distributions are determined in accordance with federal income tax regulations, which may differ from those determined in accordance with accounting principles generally accepted in the United States of America; accordingly, periodic reclassifications are made within the Funds’ capital accounts to reflect income and gains available for distribution under federal income tax regulations.

Other

In the normal course of business, the Funds enter into contracts that provide general indemnifications. Each Fund’s maximum exposure under these arrangements is dependent on claims that may be made against that Fund in the future and, therefore, cannot be estimated; however, based on experience, the risk of material loss from such claims is considered remote.

2. Federal Income Taxes:

No provision for federal income or excise taxes is required since each Fund intends to continue to qualify as a regulated investment company and distribute substantially all of its taxable income and capital gains to its shareholders. Because federal income tax regulations differ from accounting principles generally accepted in the United States of America, income and capital gains distributions determined in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes.

Semi-Annual Report to Shareholders

Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements. The amount and character of tax-basis distributions and composition of net assets are finalized at fiscal year-end; accordingly, tax-basis balances have not been determined as of September 30, 2004.

The Funds intend to retain realized capital gains that may be offset against available capital loss carryforwards for federal income tax purposes. At March 31, 2004, there were no capital loss carryforwards for Financial Services and U.S. Small-Cap. Unused capital loss carryforwards for the same time period for federal income tax purposes were:


	American
	Leading		Balanced
Expiring In	Companies		Trust


2009	$	1,843	$	—
2010		1,330		—
2011		31,298		167
2012		5,236		1,274

3. Transactions With Affiliates:

American Leading Companies has an investment advisory and management agreement with Legg Mason Funds Management, Inc. (“LMFM”). Pursuant to the agreement, LMFM provides American Leading Companies with investment advisory, management and administrative services for which the Fund pays a fee, computed daily and payable monthly, at an annual rate of the Fund’s average daily net assets.

Balanced Trust, Financial Services and U.S. Small-Cap have management agreements with Legg Mason Fund Adviser, Inc. (“LMFA”). Pursuant to their respective agreements, LMFA provides these Funds with management and administrative services for which these Funds pay a fee, computed daily and payable monthly, at an annual rate of each Fund’s average daily net assets.

LMFM and LMFA have voluntarily agreed to waive their fees in any month to the extent a Fund’s expenses (exclusive of taxes, interest, brokerage and extraordinary expenses) exceed during that month certain annual rates of that Fund’s average daily net assets until August 1,

Semi-Annual Report to Shareholders

2005. The following charts summarize the management fees and expense limitations for each of the Funds:

Management Fees


				Six Months
				Ended
				September 30,		At September 30,
				2004		2004

	Management			Management		Management
Fund	Fee		Asset Breakpoint	Fees Waived		Fees Payable


American Leading Companies		0.75%	$0 – $1 billion	$	—	$	367
		0.65%	in excess of $1 billion
Balanced Trust		0.75%	all asset levels		12		30
Financial Services		1.00%	$0 – $100 million		22		43
		0.75%	$100 million – $1 billion
		0.65%	in excess of $1 billion
U.S. Small-Cap		0.85%	$0 – $100 million		—		153
		0.75%	$100 million – $1 billion
		0.65%	in excess of $1 billion

Expense Limitations

Financial

Intermediary

Institutional

Fund

Primary Class

Class

American Leading Companies

1.95%

N/A

0.95%

Balanced Trust

1.85%

1.35%

1.10%

Financial Services

2.25%

1.50%

N/A

U.S. Small-Cap

2.00%

N/A

1.00%

N/A — Not applicable.

Barrett Associates, Inc. (“Barrett”), formerly Gray, Seifert & Co., Inc., serves as investment adviser to Financial Services. Barrett is responsible for the actual investment activity of the Fund. LMFA pays Barrett a fee for its services, computed daily and payable monthly, at an annual rate of 60% of the fee received by LMFA.

Bartlett & Co. (“Bartlett”) serves as investment adviser to Balanced Trust. Bartlett is responsible for the actual investment activity of the Fund. LMFA pays Bartlett a fee for its services, computed daily and payable monthly, at an annual rate equal to 66 2/3% of the fee received by LMFA.

Brandywine Asset Management, Inc. (“Brandywine”) serves as investment adviser to U.S. Small-Cap. Brandywine is responsible for the actual investment activity of the Fund. LMFA

Semi-Annual Report to Shareholders

pays Brandywine a fee for its services, computed daily and payable monthly, at an annual rate equal to 58.8% of the fee received by LMFA.

Legg Mason Wood Walker, Incorporated (“Legg Mason”), a member of the New York Stock Exchange, serves as distributor of the Funds. Legg Mason receives an annual distribution fee and an annual service fee based on each Fund’s Primary Class’s (and with respect to Financial Services and Balanced Trust, Financial Intermediary’s) average daily net assets, computed daily and payable monthly as follows:


						Six Months Ended		At
						September 30,		September 30,
						2004		2004

						Distribution and		Distribution and
		Distribution		Service		Service Fees		Service
Fund		Fee		Fee		Voluntarily Waived		Fees Payable


American Leading Companies
	Primary Class		0.75%		0.25%	$	—	$	475
Balanced Trust
	Primary Class		0.50%		0.25%		17		20
	Financial Intermediary Class		N/A		0.25%		5		3
Financial Services
	Primary Class		0.75%		0.25%		14		43
	Financial Intermediary Class		N/A		0.25%		—		3
U.S. Small-Cap
	Primary Class		0.75%		0.25%		4		180

For the six months ended September 30, 2004, no brokerage commissions were paid to Legg Mason or its affiliates by any of the Funds.

LMFA serves as administrator to American Leading Companies under an administrative services agreement with LMFM. For LMFA’s services to American Leading Companies, LMFM (not the Fund) pays LMFA a fee, calculated daily and payable monthly, of 0.05% of the average daily net assets of the Fund.

LM Funds Services, Inc. (“LMFS”), a registered transfer agent, has an agreement with the Funds’ transfer agent to assist it with some of its duties. For this assistance, the transfer agent paid LMFS the following amounts for the six months ended September 30, 2004: American Leading Companies, $58; Balanced Trust, $8; Financial Services, $6; and U.S. Small-Cap, $25.

LMFM, LMFA, Barrett, Bartlett, Brandywine, Legg Mason, and LMFS are wholly owned subsidiaries and corporate affiliates of Legg Mason, Inc.

Semi-Annual Report to Shareholders

4. Line of Credit:

The Funds, along with certain other Legg Mason Funds, participate in a $400 million line of credit (“Credit Agreement”) to be used for temporary or emergency purposes. Pursuant to the Credit Agreement, each participating Fund is liable only for principal and interest payments related to borrowings made by that Fund. Borrowings under the Credit Agreement bear interest at a rate equal to the prevailing federal funds rate plus the federal funds rate margin. The Funds did not utilize the line of credit during the six months ended September 30, 2004.

5. Fund Share Transactions:

At September 30, 2004, there were 250,000, 375,000, 225,000, and 50,000 shares authorized at $.001 par value for the Primary Classes of American Leading Companies, Balanced Trust, Financial Services and U.S. Small-Cap, respectively. At September 30, 2004, there were 100,000, 125,000 and 125,000 shares authorized at $.001 par value for the Financial Intermediary classes of American Leading Companies, Balanced Trust and Financial Services. At September 30, 2004, there were 250,000, 125,000, 125,000 and 50,000 shares authorized at $.001 par value for the Institutional Classes of American Leading Companies, Balanced Trust, Financial Services and U.S. Small-Cap, respectively. Share transactions are detailed below:



		American Leading Companies Trust


		Primary Class						Institutional Class

		Six Months			Year			Six Months			Year
		Ended			Ended			Ended			Ended
		9/30/04			3/31/04			9/30/04			3/31/04


Shares:
	Sold		1,932			5,130			121			379
	Reinvestment of Distributions		9			5			3			6
	Repurchased		(2,072	)		(3,878	)		(101	)		(136	)

	Net Change		(131	)		1,257			23			249

Amount:
	Sold	$	37,921		$	95,233		$	2,421		$	7,248
	Reinvestment of Distributions		177			82			48			120
	Repurchased		(40,603	)		(70,316	)		(2,018	)		(2,513	)

	Net Change	$	(2,505	)	$	24,999		$	451		$	4,855

Semi-Annual Report to Shareholders



		Balanced Trust


								Financial
		Primary Class						Intermediary Class						Institutional Class

		Six Months			Year			Six Months			Year			Six Months			Year
		Ended			Ended			Ended			Ended			Ended			Ended
		9/30/04			3/31/04			9/30/04			3/31/04			9/30/04			3/31/04



Shares:
	Sold		426			1,280			7			27			2			15
	Reinvestment of Distributions		18			44			17			36			1			1
	Repurchased		(559	)		(1,297	)		(123	)		(233	)		(1	)		(7	)

	Net Change		(115	)		27			(99	)		(170	)		2			9

Amount:
	Sold	$	4,653		$	13,305		$	78		$	279		$	30		$	158
	Reinvestment of Distributions		195			453			186			369			5			8
	Repurchased		(6,092	)		(13,589	)		(1,339	)		(2,456	)		(11	)		(76	)

	Net Change	$	(1,244	)	$	169		$	(1,075	)	$	(1,808	)	$	24		$	90



		Financial Services Fund


								Financial
		Primary Class						Intermediary Class

		Six Months			Year			Six Months			Year
		Ended			Ended			Ended			Ended
		9/30/04			3/31/04			9/30/04			3/31/04


Shares:
	Sold		138			576			6			40
	Reinvestment of Distributions		141			62			11			5
	Repurchased		(305	)		(527	)		(14	)		(103	)

	Net Change		(26	)		111			3			(58	)

Amount:
	Sold	$	2,056		$	8,002		$	100		$	600
	Reinvestment of Distributions		2,039			922			167			74
	Repurchased		(4,470	)		(7,231	)		(215	)		(1,517	)

	Net Change	$	(375	)	$	1,693		$	52		$	(843	)

Semi-Annual Report to Shareholders



		U.S. Small-Cap Value Trust


		Primary Class						Institutional Class

		Six Months			Year			Six Months			Year
		Ended			Ended			Ended			Ended
		9/30/04			3/31/04			9/30/04			3/31/04


Shares:
	Sold		1,155			2,752			161			403
	Reinvestment of Distributions		683			106			29			4
	Repurchased		(1,327	)		(3,449	)		(80	)		(331	)

	Net Change		511			(591	)		110			76

Amount:
	Sold	$	16,006		$	33,666		$	2,360		$	5,310
	Reinvestment of Distributions		9,346			1,374			427			54
	Repurchased		(18,158	)		(40,789	)		(1,182	)		(4,142	)

	Net Change	$	7,194		$	(5,749	)	$	1,605		$	1,222

Notes

Fund Information

Investment Managers

For American Leading Companies Trust:


	Legg Mason Funds Management, Inc.

Baltimore, MD


	For Balanced Trust, Financial Services Fund, and U.S. Small-Cap Value Trust:


	Legg Mason Fund Adviser, Inc.

Baltimore, MD

Investment Advisers

For American Leading Companies Trust:


	Legg Mason Funds Management, Inc.

Baltimore, MD

For Balanced Trust:


	Bartlett & Co.

Cincinnati, OH

For Financial Services Fund:


	Barrett Associates, Inc.

New York, NY

For U.S. Small-Cap Value Trust:


	Brandywine Asset Management, LLC

Wilmington, DE

Board of Directors


	John F. Curley, Jr., Chairman

Mark R. Fetting, President

Dr. Ruby P. Hearn

Arnold L. Lehman

Robin J.W. Masters

Dr. Jill E. McGovern

Arthur S. Mehlman

G. Peter O’Brien

S. Ford Rowan

Robert M. Tarola

Officers


	Marie K. Karpinski, Vice President and Treasurer

Gregory T. Merz, Vice President, Secretary and Chief Legal Officer

Amy M. Olmert, Vice President and Chief Compliance Officer

Wm. Shane Hughes, Assistant Treasurer

Richard M. Wachterman, Assistant Secretary

Transfer and Shareholder Servicing Agent


	Boston Financial Data Services

Braintree, MA

Custodian


	State Street Bank & Trust Company

Boston, MA

Counsel


	Kirkpatrick & Lockhart LLP

Washington, DC

Independent Auditors


	Ernst & Young LLP

Philadelphia, PA

About the Legg Mason Funds

Legg Mason, Inc., based in Baltimore, Maryland, has built its reputation, at least in part, on the success of the Legg Mason Funds, introduced in 1979. The primary purpose of our funds is to enable investors to diversify their portfolios across various asset classes and, consequently, enjoy the stability and growth prospects generally associated with diversification.

The success of our funds is contingent on the experience, discipline, and acumen of our fund managers. We believe the quality of our managers is crucial to investment success. Unlike many firms, which focus on a particular asset class or the fluctuations of the market, at Legg Mason we focus on providing a collection of top-notch managers in all the major asset classes.

For more information about the differences between the fund share classes included in this report, contact a Legg Mason Financial Advisor.

Information about the policies and procedures that the Funds use to determine how to vote proxies relating to each Fund’s portfolio securities is contained in the Statement of Additional Information, available without charge upon request by calling 1-800-822-5544 or on the Securities and Exchange Commission (“SEC”) website (http://www.sec.gov). Information regarding how the Funds voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is also available on the SEC’s website or on the Fund’s website at http://www.leggmasonfunds.com/aboutlmf.

Each Fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Each Fund’s Form N-Q is available on the SEC’s website or may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

This report is not to be distributed unless preceded or accompanied by a prospectus.






	Legg Mason Funds For Primary Class Shareholders 800-822-5544 www.leggmasonfunds.com	Legg Mason Institutional Funds For FI and I Class Shareholders 888-425-6432 www.lminstitutionalfunds.com
Legg Mason Wood Walker, Incorporated P.O. Box 1476, Baltimore, MD 21203-1476 410-539-0000

LMF-013

Item 2 — Code of Ethics

Not applicable for semi-annual reports.

Item 3 — Audit Committee Financial Expert

Not applicable for semi-annual reports.

Item 4 — Principal Accountant Fees and Services

Not applicable for semi-annual reports.

Item 5 — Audit Committee of Listed Registrants

Not applicable.

Item 6 — Schedule of Investments

The schedule of investments in securities of unaffiliated issuers is included in the semi-annual report.

Item 7 — Disclosure of Proxy Voting Policies and Procedures

Not applicable.

Item 8 — Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers

Not applicable.

Item 9 — Submission of Matters to a Vote of Security Holders

The Nominating Committee will accept recommendations for nominations from shareholders. Shareholders may forward recommendations to the Fund Secretary at 100 Light Street, 23^rd Floor, Baltimore, Maryland 21202, Attn: Fund Secretary .

Item 10 — Controls and Procedures

(a)

The Registrant’s principal executive and principal financial officers have concluded, based on their evaluation of the Registrant’s disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the Registrant’s disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrant’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

(b)

There were no changes in the Registrant’s internal control over financial reporting during the Registrant’s last fiscal half-year that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.

Item 11 — Exhibits

(a)

File the exhibits listed below as part of this Form.

(a)(1)

Not applicable for semi-annual reports.

(a)(2)

Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

(a)(3)

Not applicable.

(b)

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Legg Mason Investors Trust, Inc.

By: /s/ Mark R. Fetting

Mark R. Fetting
President
Legg Mason Investors Trust, Inc.

Date: 11/22/04

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ Mark R. Fetting

Mark R. Fetting
President
Legg Mason Investors Trust, Inc.

Date: 11/22/04

By: /s/ Marie K. Karpinski

Marie K. Karpinski
Vice President and Treasurer
Legg Mason Investors Trust, Inc.

Date: 11/22/04

Legg Mason Investors Trust Inactive N-CSRSCertified semi-annual shareholder report (management investment company)