SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                  [LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ]

                                 April 22, 2005

VIA EDGAR AND FACSIMILE

Angela Jackson
Staff Accountant
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

RE:     LAZARD LTD AND LAZARD GROUP FINANCE LLC
        REGISTRATION STATEMENT ON FORM S-1, FILED MARCH 21, 2005,
           AS AMENDED APRIL 18, 2005
        FILE NO. 333-123463

Dear Ms. Jackson,

               Per your request, on behalf of Lazard Ltd and Lazard Group
Finance LLC (together, the "Company" or "Lazard"), we are delivering the
following information on a supplemental basis to the Staff of the Division of
Corporation Finance (the "Staff") with respect to the above referenced
registration statement. For your convenience, the text of the Staff's questions
is set forth in bold text followed by the responses of the Company.

        1. HOW HAS THE COMPANY CONSIDERED THE PROVISIONS OF PARAGRAPH 11 OF FAS
           NO. 150 IN RELATION TO THE CONTRACT ADJUSTMENT PAYMENT FOR THE
           FORWARD PURCHASE CONTRACT THAT IS INDEXED TO THE COMPANY'S STOCK?

           RESPONSE:  Paragraph 11 of FAS 150 states the following:

<PAGE>
Angela Jackson
Securities and Exchange Commission
April 22, 2005

Page 2

               Obligations  to Repurchase  the Issuer's  Equity Shares by
               Transferring  Assets  FAS150, Par. 11

               11. A financial instrument, other than an outstanding share,
               that, at inception, (a) embodies an obligation to repurchase the
               issuer's equity shares, or is indexed to such an obligation, and
               (b) requires or may require the issuer to settle the obligation
               by transferring assets shall be classified as a liability (or an
               asset in some circumstances). Examples include forward purchase
               contracts or written put options on the issuer's equity shares
               that are to be physically settled or net cash settled.

           In the Company's case, the forward purchase contract can only be
           physically settled by issuance of Lazard Ltd's stock, as we have
           previously reported. Under no circumstances is the Company obligated
           to repurchase its shares under the forward purchase contract. The
           contract adjustment payments represent the premium paid by the
           Company on the variable share forward (which from the Company's point
           of view is a net purchased option). The fact that the contract
           adjustment payments are made over time rather than in an up-front
           lump sum is merely a method of financing the premium over time. The
           Company has recorded the obligation to make those contract payments
           (based on the present value of the obligation) as reflected in its
           unaudited pro forma information included in the Registration
           Statement.

        2. HAS THE COMPANY CONSIDERED THE CONTRACT ADJUSTMENT PAYMENTS IN THE
           DETERMINATION OF THE PROBABILITY RANGE FOR THE "DEAD ZONE" IN ITS FAS
           150 ANALYSIS?

           RESPONSE: The Company will account for the forward purchase contract
           in accordance with EITF 00-19. If the Company were to pay cash up
           front in an amount equal to the fair value of the net purchased
           option under the forward purchase contract, it would record the fair
           value of the purchase contract in equity, with the offsetting entry
           to cash. Instead, the "premium" for the net purchased option under
           the variable share forward (in the form of the contract adjustment
           payments) is being paid over the term of the purchase contract, which
           can be viewed as a financing of the "premium" over time (as indicated
           in the response to Question 1 above). Therefore, instead of crediting
           cash, the company will establish a liability for the obligation to
           make the contract adjustment payments. The liability represents the
           present value of the contract adjustment payments on "Day 1." The
           Company has not included these payments in the determination of the
           "dead zone" under FAS 150 because these payments simply represent the
           premium to be paid under the purchase contract, which we believe is
           the appropriate and generally accepted approach, and do not impact
           the likelihood that the Company's stock price will end up in the
           "dead zone" upon the settlement of the purchase contract.
<PAGE>
Angela Jackson
Securities and Exchange Commission
April 22, 2005

Page 3

        3. DID THE "DEAD ZONE" ANALYSIS MEASURE THE PROBABILITY OF AN EXPECTED
           FUTURE STOCK PRICE AS OF A SINGLE DATE OR USE EXPECTATIONS FOR EACH
           OF THE 20 DAYS WHICH ARE TO BE AVERAGED IN FIXING THE SETTLEMENT
           RATE?

           RESPONSE: In calculating the probability that the Company's stock
           price will be within the "dead zone" upon fixing of the settlement
           rate, we made the simplifying assumption that the settlement rate is
           calculated on a single date rather than over the 20-day averaging
           period that will be used in practice. While in theory it would be
           possible to model the cumulative probabilities over the 20 individual
           days that will be used in the averaging period, the difference
           between a single date measurement and a 20-day average measurement is
           de minimis in the context of a three-year time horizon.

        4. DID THE "DEAD ZONE" ANALYSIS CONSIDER WHETHER THE CONCLUSIONS WOULD
           CHANGE SHOULD THE COMMON STOCK DIVIDEND RATE BE INCREASED OVER TIME
           RELATIVE TO THE LEVEL ASSUMED IN THE ANALYSIS?

           RESPONSE: The "dead zone" analysis is a probabilistic estimate as to
           whether the Company's stock price will be within the "dead zone"
           range based upon an assumed future dividend expectation at the time
           the purchase contract is entered into, which may of course be
           different than actual future dividends. However, because the purchase
           contract includes an anti-dilution provision that automatically
           adjusts the effective conversion price band upon an increase in the
           common stock dividend rate above the initial rate, the probability of
           the stock falling in the "dead zone" would not change in the event of
           increases in the dividend.

        5. PLEASE EXPLAIN THE DIFFERENCE BETWEEN THE TWO "DEAD ZONE" SENSITIVITY
           TABLES.

           RESPONSE: While the risk-free forward debt rate can be used to derive
           an expected probability distribution for future stock prices, it is
           also common to use an expected mean equity growth rate as the basis
           of the analysis. We have used an equity growth rate assumption that
           we believe is consistent with the long-term earnings growth rate as
           projected by research analysts and the expected long-term total
           return on U.S. equities. In an effort to assess the sensitivity of
           this analysis to discount rates, we have also calculated the
           probability distribution using the long-term straight debt rate to
           confirm and illustrate that the growth rate assumption does not
           materially affect the dead zone probability.

<PAGE>
Angela Jackson
Securities and Exchange Commission
April 22, 2005

Page 4

        6. HOW DID YOU FORM YOUR ASSUMPTIONS AS TO THE RANGE OF VOLATILITIES
           USED IN YOUR "DEAD ZONE" SENSITIVITY ANALYSIS?

           RESPONSE: We selected the range of volatilities illustrated in the
           "dead zone" sensitivity analysis based upon the implied volatility
           (using listed call options) and historical realized volatilities of
           other diversified financial service companies we believe to be
           generally comparable to the Company.

<PAGE>
Angela Jackson
Securities and Exchange Commission
April 22, 2005

Page 5

     Should you require further  clarification of the matters  discussed in this
letter or relating to the information  submitted herewith,  please contact me or
Gavin D. Solotar, Esq. at (212) 403-1000 (facsimile: (212) 403-2000).

                                   Sincerely,

                                   /s/ Kevin M. Costantino, Esq.

cc:     Scott D. Hoffman, Esq.
            Managing Director and General Counsel, Lazard LLC

        Kris F. Heinzelman, Esq.
            Cravath, Swaine & Moore LLP

        Mark Webb, Esq.
             Branch Chief, Securities and Exchange Commission

</TEXT>
</DOCUMENT>