EXHIBIT 4.2                                                                    
                                                                               
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
                                                                   Exhibit 4.2 
                                                                               
                                                                               
                                March 21, 1994                                 
                                                                               
                                                                               
Securities and Exchange Commission                                             
Judiciary Plaza                                                                
450 Fifth Street, N.W.                                                         
Washington, D.C. 20549                                                         
                                                                               
Dear Sirs:                                                                     
                                                                               
  This will confirm that Alex. Brown Incorporated (the "Company") will furnish 
to the Securities and Exchange Commission upon request copies of the following 
Loan Agreements:                                                               
                                                                               
   (i) Competitive Advance and Revolving Credit Facility Agreement dated as of
       August  16,  1993  between  Alex.  Brown Incorporated and various banks
       including  Chemical  Bank,  as  Documentation Agent and The Bank of New
       York, as Administrative Agent;                                         
                                                                               
  (ii) Loan  and  Security  Agreement  dated as of June 18, 1990 between Alex.
       Brown & Sons Incorporated and Sovran Bank/Maryland;                    
                                                                               
 (iii) Loan  Agreement  dated  April  8,  1993  between  Alex.  Brown  &  Sons
       Incorporated and The First National Bank of Maryland;                  
                                                                               
  (iv) Loan and Security Agreement dated November 23, 1988 between Alex. Brown
       & Sons Incorporated and The First National Bank of Maryland;           
                                                                               
   (v) Security  Agreement  dated  March  21, 1991 between Alex. Brown Leasing
       Services Incorporated and Signet Leasing and Financial Corporation;    
                                                                               
  (vi) Security  Agreement  dated  March  27, 1992 between Alex. Brown Leasing
       Services Incorporated and Signet Leasing and Financial Corporation; and
                                                                               
 (vii) Security  Agreement  dated October 19, 1992 between Alex. Brown Leasing
       Services Incorporated and Signet Leasing and Financial Corporation.    
                                                                               
                                                                               
                                                                         
                                                                               
                                                                               
  The  amount of debt authorized by each of the foregoing Loan Agreements does 
not  exceed  10%  of the total assets of the Company and its subsidiaries on a 
consolidated basis.                                                            
                                                                               
                                      Very truly yours,                        
                                                                               
                                      ALEX. BROWN INCORPORATED                 
                                                                               
                                                                               
                                      By: s/Beverly L. Wright 
                                          ------------------------------------ 
                                          Beverly L. Wright                    
                                          Treasurer and Chief                  
                                          Financial Officer