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CORRESP
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Correspondence Material

 April 1, 2005

 VIA EDGAR

 Mr. Mark Webb

 Branch Chief

 Division of Corporation Finance

 Securities and Exchange Commission

 450 Fifth Street, N.W.

 Washington, D.C. 20549

Re:
Lazard Ltd

Registration Statement on Form S-1,

filed December 17, 2004, as amended February 11, 2005 and March 21, 2005

File No. 333-121407

 Dear Mr. Webb,

 As discussed
with Chris Windsor, Esq., on March 24, 2005, and as previously provided to the staff of the Division of Corporation Finance (the “Staff”) in a letter dated March 29, 2005, in an effort to facilitate the Staff’s review of the
above-referenced Registration Statement of Lazard Ltd (the “Company”), on behalf of the Company, enclosed herewith is the following information for your review and reference:

•

 excerpts from and riders to Amendment No. 2 to the Form S-1 of Lazard Ltd, filed on March 21, 2005 with the Securities and Exchange Commission (the
“Commission”), relating to the Company’s proposed common stock offering (the “Common Stock Registration Statement”), which include (i) additional pro forma financial information based upon an estimated implied price range
per share for

 Division of Corporation Finance

 April 1, 2005

 Page 2 of 3

the Company’s common stock under current assumptions, (ii) the redemption price to be paid in respect of the historical partner interests and preferred
interests upon completion of the offering, (iii) 2004 compensation and preliminary share ownership information for the Company’s executive officers, and (iv) descriptions of named executive officer employment arrangements; and

•

copies of the management contract and form of retention agreement exhibits that will be filed with the Commission in connection with the filing of Amendment No. 3 to the Common
Stock Registration Statement (“Amendment No. 3”).

 Please note that this letter replaces in its entirety the letter to the Staff dated March 29, 2005, which had requested confidential treatment of the materials contained therein. Consistent with discussions between
the undersigned and Chris Windsor, Esq., of the Staff on March 31, 2005, the Company no longer seeks confidential treatment of the information contained herein, and respectfully request that the Staff destroy the letter dated March 29, 2005 and
substitute this letter fully in its stead.

 The Company advises
the Staff that it has provided the Staff with such information prior to its filing of Amendment No. 3 in an effort to further assist and expedite the Staff’s review process. This information, particularly the executive employment arrangements
and the estimated price per share information, was completed over the last few days following the filing of Amendment No. 2 to the Common Stock Registration Statement. The Company undertakes to include this information, including, if appropriate,
the information based upon assumed share prices in the offering and updated pro forma financial information based thereon in Amendment No. 3 to the Common Stock Registration Statement and the related amendment to the Registration Statement on Form
S-1 of Lazard Ltd and Lazard Group Finance LLC (File No. 333-123463), filed with the Commission on March 21, 2005, relating to the Company’s proposed equity security unit offering (the “ESU Registration Statement”).

 While the included excerpts are from the Company’s Registration
Statement for shares of its common stock, the Staff is advised that such pro forma financial and compensation and share ownership information applies equally to the corresponding sections of the ESU Registration Statement. In addition, as discussed
with Mr. Windsor, the Staff is advised that a copy of the ESU Registration Statement marked against the Common Stock Registration Statement has been submitted to the Staff on this date under separate cover.

 *            *            *

 Division of Corporation Finance

 April 1, 2005

 Page 3 of 3

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

Sincerely,

/s/    Kevin M. Costantino

Kevin M. Costantino, Esq.

cc:
Scott D. Hoffman, Esq.

    Managing Director and General Counsel, Lazard LLC

Kris F. Heinzelman, Esq.

    Cravath, Swaine & Moore LLP

 The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold
until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not
permitted.

 Subject to Completion. Dated
March 21, 2005.

                      Shares

 Class A Common Stock

 This is an initial public offering of shares of Class A common stock, which we refer to as common stock, of Lazard Ltd, or “Lazard.” All of the shares of
common stock are being sold by Lazard.

  Prior to this offering, there
has been no public market for the common stock. It is currently estimated that the initial public offering price per share will be between $[25.00] and $[27.00]. Lazard intends to apply for listing of the common stock on the New York Stock Exchange
under the symbol “LAZ”.

  In addition to offering these
shares of common stock, Lazard concurrently is offering pursuant to a separate prospectus $250 million of equity security units, plus up to an additional $37.5 million of units if the underwriters for that offering exercise their option to purchase
additional equity security units. Lazard LLC also is offering $650 million in principal amount of senior, unsecured notes concurrently in a private placement. The completion of this offering of common stock is subject to the completion of the
offering of equity security units and the private placement of the Lazard LLC senior notes and also is subject to satisfaction of the conditions to the separation described in this prospectus. Lazard also intends to sell $150 million of securities
that are the same as the equity security units and $50 million of our common stock to a third party in a private placement upon closing of this offering.

See “
Risk Factors” beginning on page 25 to read about important factors you should consider before buying shares of the common stock.

 Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Per Share

Total

 Initial public offering price

$

$

 Underwriting discount

$

$

 Proceeds, before expenses, to Lazard

$

$

 To the extent that the
underwriters sell more than                      shares of common stock, the underwriters have the option to purchase up to an additional
                     shares of common stock from Lazard at the initial public offering price less the underwriting discount.

 The underwriters expect to deliver the shares against payment in New York, New York on
                    , 2005.

 Goldman, Sachs & Co.

 Citigroup

 Lazard

 Merrill Lynch & Co.

 Morgan Stanley

Credit Suisse First Boston

JPMorgan

 Prospectus dated
    , 2005.

 Summary Consolidated Financial Data

For the Year Ended December 31,

 For the Year Ended

 December 31, 2004,

 Pro Forma

2000

2001

2002

2003

2004

Lazard Group

Lazard Ltd

($ in thousands, except per share data)

 Historical and Pro Forma

 Consolidated Statement of Income Data

 Net Revenue:

 Financial Advisory (a)

$
766,856

$
551,356

$
532,896

$
690,967

$
655,200

$
655,200

$
655,200

 Asset Management (b)

457,124

410,237

454,683

350,348

417,166

417,166

417,166

 Corporate (c)

32,817

(14,291
)

4,391

6,535

13,839

(37,790
)

(37,790
)

 Capital Markets and Other

296,003

224,753

174,309

135,534

188,100

—

—

 Net Revenue (d)

1,552,800

1,172,055

1,166,279

1,183,384

1,274,305

1,034,576
(f)

1,034,576
(f)

 Employee Compensation and Benefits

570,064

524,417

469,037

481,212

573,779

637,050

637,050

 Other Operating Expenses

306,339

288,676

321,197

312,818

342,764

259,323

259,323

 Total Operating Expenses

876,403

813,093

790,234

794,030

916,543

896,373

896,373

 Operating Income

676,397

358,962

376,045

389,354

357,762

138,203
(g)

138,203
(g)

 Income Allocable to Members Before Extraordinary Item

558,708

305,777

297,447

250,383

241,467

104,568

 Net Income Allocable to Members

558,708

305,777

297,447

250,383

246,974
(e)

104,568
(h)

 Net Income

29,535
(i)

 Pro Forma Basic Net Income Per Share (j)

$0.88

 Pro Forma Diluted Net Income Per Share (j)

$0.88

 Pro Forma Basic Weighted Average Common Shares (j)

33,653,846

 Pro Forma Diluted Weighted Average Common Shares (j)

100,000,000

 Other Lazard Group Historical Data

 Dollar Value of Mergers and Acquisitions
(“M&A”) Deals Completed ($ in millions) (k)

$
383,061

$
154,848

$
86,512

$
187,426

$
187,144

 Number of M&A Deals Completed Greater than $1 Billion (l)

47

29

21

29

30

 Assets Under Management ($ in millions):

 Ending

$
79,510

$
73,108

$
63,685

$
78,371

$
86,435

 Average (m)

81,147

75,705

68,356

66,321

80,261

 Managing Director Headcount
(as of the end of each period):

 Financial Advisory

100

88

103

118

131

 Asset Management

15

19

19

24

35

 Corporate

12

18

18

18

19

 Capital Markets and Other

20

20

20

22

22

         Total

147

145

160

182

207

Notes ($ in thousands):

 (a) Financial Advisory net revenue consists of the following:

For the Year Ended December 31,

 For the Year Ended
December 31, 2004

 Pro Forma

2000

2001

2002

2003

2004

Lazard Group

Lazard Ltd

 M&A

$
724,550

$
492,083

$
393,082

$
419,967

$
481,726

$
481,726

$
481,726

 Financial Restructuring

34,100

55,200

124,800

244,600

96,100

96,100

96,100

 Other Financial Advisory

8,206

4,073

15,014

26,400

77,374

77,374

77,374

 Financial Advisory Net Revenue

$
766,856

$
551,356

$
532,896

$
690,967

$
655,200

$
655,200

$
655,200

 22

 (b) Asset Management net revenue consists of the following:

For the Year Ended December 31,

 For the Year Ended
December 31, 2004

 Pro Forma

2000

2001

2002

2003

2004

Lazard Group

Lazard Ltd

 Management and Other Fees

$
405,124

$
386,237

$
381,256

$
312,123

$
389,812

$
389,812

$
389,812

 Incentive Fees

52,000

24,000

73,427

38,225

27,354

27,354

27,354

 Asset Management Net Revenue

$
457,124

$
410,237

$
454,683

$
350,348

$
417,166

$
417,166

$
417,166

(c)
“Corporate” includes interest income (net of interest expense), investment income from certain long-term investments and net money market revenue earned by Lazard Frères
Banque SA, which we refer to in this prospectus as “LFB.”

(d)
Net revenue is presented after reductions for dividends relating to Lazard Group’s mandatorily redeemable preferred stock issued in March 2001. Preferred dividends are reflected in
corporate net revenue and amounted to $6,312, $8,000, $8,000, and $8,000 in the years ended December 31, 2001, 2002, 2003 and 2004, respectively. With respect to the pro forma data for the year ended December 31, 2004, preferred dividends have been
eliminated as the mandatorily redeemable preferred stock will be redeemed with the net proceeds from this offering and the additional financing transactions.

(e)
Net income allocable to members for the year ended December 31, 2004 is shown after an extraordinary gain of approximately $5,507 related to the January 2004 acquisition of the assets of
Panmure Gordon.

(f)
Represents net revenue after giving effect to the separation and recapitalization and the net incremental interest expense related to the additional financing transactions. Net incremental
interest expense amounts to $51,629, the details of which are set forth below:

 Principal

 Amount

 Assumed

 Interest

 Rate

 Increase

 (Decrease)

 in Interest

 Expense

 Addition of new interest expense:

 Lazard Group senior notes

$
650,000

6.25
%

$
40,625

 Lazard Group Finance senior notes underlying equity security units

250,000

5.18
%

12,950

 Lazard Group Finance IXIS senior notes underlying equity security units

150,000

5.18
%

7,770

 Accretion on the estimated present value of contract adjustment payments on the forward purchase contracts sold

775

 Amortization of an estimated $9,862 of capitalized debt issuance costs

1,274

 Sub-total

63,394

 Reduction of existing interest expense:

 Senior Notes due 2011

50,000

7.53
%

(3,765
)

 Mandatory redeemable preferred stock

100,000

8.00
%

(8,000
)

 Sub-total

(11,765
)

 Net incremental interest expense

$
51,629

(g)
Represents operating income after giving effect to the separation and recapitalization, including the pro forma adjustments related to this offering and the additional financing transactions
and to employee compensation and benefits expense. See “Unaudited Pro Forma Financial Information.”

(h)
Represents Lazard Group net income after giving effect to the adjustments described in notes (f) and (g) above and a provision for estimated income taxes related thereto at the estimated
effective tax rate for the applicable period. Lazard Group operates in the U.S. as a limited liability company that is treated as a partnership for U.S. federal income tax purposes. As a result, Lazard Group’s income has not been subject to
U.S. federal income taxes. Taxes related to income earned by partnerships represent obligations of the individual partners. Outside the U.S., Lazard Group historically has operated principally through subsidiary corporations and has been subject to
local income taxes. Income taxes shown on Lazard Group’s historical consolidated statements of income are attributable to taxes incurred in non-U.S. entities and to UBT attributable to Lazard Group’s operations apportioned to New York
City.

(i)
Represents Lazard’s consolidated net income after giving effect to the adjustments described in notes (f), (g) and (h) above and after minority interest expense, which will be recorded
to reflect LAZ-MD Holdings’ ownership of Lazard Group common membership interests. Lazard’s consolidated net income also includes an adjustment to income taxes based on an estimated pro forma effective tax rate. See “Risk
Factors—Risks Related to Our Business—In the event of a change or adverse interpretation of relevant income tax law, regulation or treaty, or a failure to qualify for treaty benefits, our overall tax rate may be substantially higher than
the rate used for purposes of our pro forma financial statements.”

(j)
Calculated after giving effect to the adjustments as described in note (i) above. For purposes of presentation of basic net income per share, the weighted average shares outstanding reflects
33,653,846 shares of our common stock that will be outstanding immediately following this offering and excludes 4,569,687 shares issuable upon exercise of the underwriters’ over-allotment option. For purposes of presentation of diluted net
income per share, LAZ-MD Holdings’ exchangeable interests are included on an as-if-exchanged basis. Shares issuable with respect to the exercise of the purchase contracts associated with the equity security units offered in the ESU offering and
pursuant to the IXIS investment agreement are not included because, under the treasury stock method of accounting, such securities currently are not dilutive.

(k)
Source: Thomson Financial. Represents the U.S. dollar value of completed transactions globally in which Lazard Group acted as an advisor to a party to the transaction. The types of
transactions included by Thomson are global M&A, partial company sales, asset sales, joint ventures, spin-offs and restructuring assignments in which