EXHIBIT 5

																																																				Exhibit 5 & 23.1 
 
 
 
 
                                                     
                                                    May 17, 1994

 
Alex. Brown Incorporated 
135 East Baltimore Street 
Baltimore, Maryland 21202 
 
Re:  1991 Equity Incentive Plan 
 
Dear Sirs: 
 
     As General Counsel for Alex. Brown Incorporated (the 
"Company") I have reviewed and am familiar with the Company's
1991 Equity Incentive Plan (the "Plan"), as adopted by the Board
of Directors on March 21, 1991 and approved by the stockholders
of the Company at the Annual Meeting held on May 15, 1991 and
thereafter amended by the stockholders at the Annual Meeting held
on April 25, 1994, the charter, by-laws and corporate proceedings
relating to the adoption of the Plan and the authorization of
equity incentive awards and subsequent issuances of shares of
Common Stock, $.10 par value, (the "Shares") under the Plan, the
Registration Statement of the Company on Form S-8, as
supplemented, filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, relating to the
offering of the Shares and such other documents and matters of
law as I have deemed necessary in connection with the rendering
of the opinion set forth herein. 
 
     Based upon the foregoing, in my opinion the Shares offered 
under, and in accordance with the terms of, the Plan will be 
legally and validly authorized and issued and will be fully paid
and nonassessable in the hands of the holders thereof under the 
laws of the State of Maryland. 
 
     I hereby consent to the filing of this opinion as Exhibit 5
to the above-mentioned Registration Statement. 
 
                                    Very truly yours, 
 
                                    s/ Robert F. Price 
 
                                    Robert F. Price 
                                    General Counsel