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Correspondence

WACHTELL, LIPTON, ROSEN & KATZ

 MARTIN LIPTON

 HERBERT M. WACHTELL

 BERNARD W. NUSSBAUM

 RICHARD D. KATCHER

 PETER C. CANELLOS

 MICHAEL W. SCHWARTZ

 ALLAN A. MARTIN

 BARRY A. BRYER

 LAWRENCE B. PEDOWITZ

 ROBERT B. MAZUR

 PAUL VIZCARRONDO, JR.

 PETER C. HEIN

 HAROLD S. NOVIKOFF

 DAVID M. EINHORN

 KENNETH B. FORREST

 MEYER G. KOPLOW

 THEODORE N. MIRVIS

 EDWARD D. HERLIHY

 DANIEL A. NEFF

 ERIC M. ROTH

 WARREN R. STERN

 ANDREW R. BROWNSTEIN

 MICHAEL H. BYOWITZ

 PAUL K. ROWE

 MICHAEL B. BENNER

 MARC WOLINSKY

 DAVID GRUENSTEIN

 PATRICIA A. VLAHAKIS

 STEPHEN G. GELLMAN

 STEVEN A. ROSENBLUM

 PAMELA S. SEYMON

 STEPHANIE J. SELIGMAN

 ERIC S. ROBINSON

 JOHN F. SAVARESE

 SCOTT K. CHARLES

 ANDREW C. HOUSTON

 PHILIP MINDLIN

 DAVID S. NEILL

 JODI J. SCHWARTZ

 ADAM O. EMMERICH

 CRAIG M. WASSERMAN

 ADAM D. CHINN

 GEORGE T. CONWAY III

 RALPH M. LEVENE

 RICHARD G. MASON

 KAREN G. KRUEGER

 DOUGLAS K.
MAYER

 DAVID M. SILK

 ROBIN PANOVKA

 DAVID A. KATZ

 MITCHELL S. PRESSER

 ILENE KNABLE GOTTS

 JEFFREY R. BOFFA

 DAVID M. MURPHY

 JEFFREY M. WINTNER

 TREVOR S. NORWITZ

 BEN M. GERMANA

 ANDREW J. NUSSBAUM

 MICHAEL S. KATZKE

 RACHELLE SILVERBERG

 DAVID C. BRYAN

 STEVEN A. COHEN

 GAVIN D. SOLOTAR

 DEBORAH L. PAUL

 DAVID C. KARP

 RICHARD K. KIM

 JOSHUA R. CAMMAKER

 MARK GORDON

 JOSEPH D. LARSON

 LAWRENCE S. MAKOW

 JARED M. RUSMAN

 JEANNEMARIE O’BRIEN

 WAYNE M. CARLIN

 JAMES COLE, JR.

 STEPHEN R. DiPRIMA

 NICHOLAS G. DEMMO

 IGOR KIRMAN

 JONATHAN M. MOSES

 51 WEST 52ND STREET

 NEW YORK, N.Y. 10019-6150

 TELEPHONE: (212) 403-1000

 FACSIMILE:
(212) 403-2000

 _______________

 GEORGE A. KATZ (1965-1989)

 JAMES H. FOGELSON (1967-1991)

 _______________

 OF COUNSEL

 WILLIAM T. ALLEN

 LEONARD M. ROSEN

 THEODORE GEWERTZ

 ELLIOTT V. STEIN

 THEODORE A. LEVINE

 J. BRYAN
WHITWORTH

 NORMAN REDLICH

 AMY R.
WOLF

 JOHN M. RICHMAN

 _________

 COUNSEL

 ADRIENNE ATKINSON

 PAMELA EHRENKRANZ

 ANDREW J.H. CHEUNG

 LAWRENCE A. PASINI

 J. AUSTIN LYONS

 LORI S. SHERMAN

 PAULA N. GORDON

 T. EIKO STANGE

 DAVID A. SCHWARTZ

 ADAM J. SHAPIRO

 JED I. BERGMAN

 MICHAEL A. CHARISH

 DAMIAN G. DIDDEN

 MICHAEL E. GILLIGAN

 JOHN F. LYNCH

 ERIC M. ROSOF

 WILLIAM SAVITT

 MARTIN J.E. ARMS

 BENJAMIN D. FACKLER

 ISRAEL FRIEDMAN

 DIMITRY JOFFE

 ROY J. KATZOVICZ

 ROBERT J. LIUBICIC

 GREGORY E. OSTLING

 JONATHAN E. PICKHARDT

 GREGORY N. RACZ

 EDWARD J.W. BLATNIK

 BENJAMIN S. BURMAN

 NELSON O. FITTS

 JEFFREY C. FOURMAUX

 MICHAEL GAT

 JEREMY L. GOLDSTEIN

 MAURA R. GROSSMAN

 JOSHUA M. HOLMES

 JOSHUA A. MUNN

 DAVID E. SHAPIRO

 ANTE VUCIC

 IAN BOCZKO

 KEVIN M. COSTANTINO

 MATTHEW M. GUEST

 WILLIAM R. HARKER

 DAVID KAHAN

 MARK A. KOENIG

 DAVID K. LAM

 KENNETH K. LEE

 LAURA E. MUÑOZ

 GEORGE J. RHEAULT

 MICHAEL S. WINOGRAD

 FORREST G. ALOGNA

 JAMES R. LEVINE

 STEPHANIE P. LISTOKIN

 GORDON M. MEAD

 DANIELLE L. ROSE

 BENJAMIN M. ROTH

 RICHARD C. SQUIRE

 ROBIN M. WALL

 JOSHUA D. BLANK

 JOSHUA A. FELTMAN

 JORDAN A. GOLDSTEIN

 CHETAN GULATI

 ADAM HICKEY

 MARGARET ISA

 EMIL A. KLEINHAUS

 ANDREW S. JACOBS

 JASON M. LYNCH

 HEATHER L. MAHAR

 DEBORAH MARTINEZ

 SARAH E. McCALLUM

 DAVID B. SILVA

 STEPHANIE J. VAN DUREN

 KRISHNA VEERARAGHAVAN

 ADIR G. WALDMAN

 B. UMUT ERGUN

 KRISTELIA A. GARCIA

 RICHARD S. GIPSTEIN

 SARAH S. JOHNSON

 SARAH A. LEWIS

 SARAH FERN MEIL

 GARRETT B. MORITZ

 ALISON L. PLESSMAN

 CHARLES C. YI

 April 21, 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

Registration Statement on Form S-1,

filed December 17, 2004, as amended February 11, 2005,

March 21, 2005, April 11, 2005 and April 18, 2005

File No. 333-121407

 Dear Ms. Jackson,

 Per your request, on behalf of Lazard Ltd (the “Company” or
“Lazard Ltd”), 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. The following sets
forth the Company’s analysis with respect to Lazard Ltd’s consolidation of the operations of Lazard LLC (“Lazard Group”) for financial accounting purposes.

 The Company advises the Staff that it has applied the guidance of ARB 51, Consolidated Financial Statements, and FIN
46(R), Consolidation of Variable Interest Entities, in determining whether Lazard Ltd should consolidate Lazard Group. Based on the Company’s

 WACHTELL, LIPTON, ROSEN & KATZ

 Angela Jackson

 Securities and Exchange Commission

 April 21, 2005

  Page
 2

 analysis of the aforementioned pronouncements, it has concluded that Lazard Ltd will consolidate the operations of
Lazard Group because:

•

Lazard Ltd, Lazard Group, LAZ-MD Holdings LLC (“LAZ-MD Holdings”) and the managing member of Lazard Group are related parties as contemplated by FIN 46(R), and

•

Lazard Ltd will control Lazard Group through an indirectly wholly controlled subsidiary which is the managing member of Lazard Group.

 The Company’s application and analysis of accounting treatment with respect to these
pronouncements is explained below.

 In its analysis of Lazard
Ltd and Lazard Group as voting interest entities, the Company considered the voting interests among the entities. In the proposed transaction, Lazard Ltd will issue two classes of common stock. Lazard Ltd’s Class A common stock will be held by
the investing public and will have approximately 33.7% of the voting power at Lazard Ltd. Lazard Ltd’s Class B common stock will be held by LAZ-MD Holdings and will have approximately 66.3% of the voting power at Lazard Ltd. An indirect wholly
controlled subsidiary of Lazard Ltd will be the “managing member” of Lazard Group. Since the managing member of Lazard Group will have the exclusive right to appoint and remove the board of directors of Lazard Group (and there are no other
voting interests at Lazard Group), Lazard Ltd will control Lazard Group and therefore will be required to consolidate Lazard Group.

 The Company also considered the provisions of FIN 46(R) as they apply to these entities. Specifically, the Company considered the provisions of paragraph
5 to determine whether Lazard Group and Lazard Ltd are subject to consolidation pursuant to this interpretation. The conditions of Paragraph 5 and the Company’s conclusions as to their applicability are as follows:

 “Variable Interest Entities

 FIN46(R), Par. 5

 An entity shall be subject to consolidation according to the provisions of
this Interpretation if, by design, the conditions in a, b, or c exist:

 a. The total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support provided by any parties, including equity holders. For this
purpose, the total equity investment at risk:

 (1) Includes only equity investments in the entity that participate significantly in profits and losses even if those investments do not carry voting rights

 WACHTELL, LIPTON, ROSEN & KATZ

 Angela Jackson

 Securities and Exchange Commission

 April 21, 2005

  Page
 3

 (2)
Does not include equity interests that the entity issued in exchange for subordinated interests in other variable interest entities

 (3) Does not include amounts provided to the equity investor directly or indirectly by the entity or by other parties involved with the
entity (for example, by fees, charitable contributions, or other payments), unless the provider is a parent, subsidiary, or affiliate of the investor that is required to be included in the same set of consolidated financial statements as the
investor

 (4) Does not include amounts
financed for the equity investor (for example, by loans or guarantees of loans) directly by the entity or by other parties involved with the entity, unless that party is a parent, subsidiary, or affiliate of the investor that is required to be
included in the same set of consolidated financial statements as the investor.

 Paragraphs 9 and 10 discuss the amount of the total equity investment at risk that is necessary to permit an entity to finance its activities without additional subordinated financial support.”

 Conclusion:

 The Company, using the guidance provided in paragraph 9 on equity investment at risk, has determined that, on a qualitative
and quantitative basis, the Company has sufficient equity at risk to finance its activities without additional subordinated financial support provided by other parties, including equity holders, given the value of the Company on a fair value basis.
Using the guidance in paragraph 9, the Company determined that the 10% threshold, which the Company materially exceeds, was appropriate, since the Company does not participate in capital intensive activities and does not hold high-risk assets or
have material exposures that are not reflected in the reported amounts of the entities assets and liabilities.

 “b. As a group the holders of the equity investment at risk lack any one of the following three characteristics of a controlling
financial interest:

 (1) The direct or
indirect ability through voting rights or similar rights to make decisions about an entity’s activities that have a significant effect on the success of the entity. The investors do not have that ability through voting rights or similar rights
if no owners hold voting rights or similar rights (such as those of a common shareholder in a corporation or a general partner in a partnership).

 (2) The obligation to absorb the expected losses of the entity. The investor or investors do not have that obligation if they are directly
or indirectly protected from the expected losses or are guaranteed a return by the entity itself or by other parties involved with the entity.

 WACHTELL, LIPTON, ROSEN & KATZ

 Angela Jackson

 Securities and Exchange Commission

 April 21, 2005

  Page
 4

 (3) The right to receive the expected residual returns of the entity. The investors
do not have that right if their return is capped by the entity’s governing documents or arrangements with other variable interest holders or the entity.”

 Conclusion:

 Paragraph 5b.1

 As noted above, at the Lazard Group level, the sole voting interest in Lazard Group is vested in the “managing member,” who will have the
exclusive right to appoint and remove the board of directors of Lazard Group. An indirect wholly controlled subsidiary of Lazard Ltd will be the managing member of Lazard Group, and therefore Lazard Ltd will control Lazard Group. Although the equity
holders do not control the entity directly through voting rights, the equity holders do indirectly control Lazard Group through the control of the managing member. The Company considered the provisions of paragraph 16, which states, in part. that
“for purposes of determining whether it is the primary beneficiary of a variable interest entity, an enterprise with a variable interest shall treat variable interests in that same entity held by its related parties as its own interests.”
Pursuant to this provision, the Company has determined that the equity holders as a group have the indirect ability to make decisions about the activities that have a significant effect on the success of Lazard Group, because LAZ-MD, Lazard Ltd, the
managing member of Lazard Group are related parties as contemplated by FIN 46(R).

 Paragraph 5b.2 and 5b.3

 The equity holders of Lazard Group (LAZ-MD Holdings and Lazard Ltd) hold all the common membership interests in Lazard Group. These common membership interests entitle the holders to receive the residual returns as well as absorb the
expected losses of Lazard Group as outlined in the Company’s registration statement.

 “c. The equity investors as a group also are considered to lack characteristic (b)(1) if (i) the voting rights of some investors are
not proportional to their obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity, or both and (ii) substantially all of the entity’s activities (for example, providing
financing or buying assets) either involve or are conducted on behalf of an investor that has disproportionately few voting rights. For purposes of applying this requirement, enterprises shall consider each party’s obligations to absorb
expected losses and rights to receive expected residual returns related to all of that party’s interests in the entity and not only to its equity investment at risk.”

 Conclusion:

 The equity investors as a group do not meet both conditions of paragraph 5c. Although the voting rights of some investors are not proportional (i.e.,
Lazard Ltd holds 100% of the controlling interest and 33.7% of the economic interest of Lazard Group) to their obligations

 WACHTELL, LIPTON, ROSEN & KATZ

 Angela Jackson

 Securities and Exchange Commission

 April 21, 2005

  Page
 5

 to absorb the expected losses and receive the expected residual returns of the entity, substantially all of the
entity’s activities either do not involve or are not conducted on behalf of an investor (i.e. LAZ-MD Holdings) with disproportionately few voting rights.

 WACHTELL, LIPTON, ROSEN & KATZ

 Angela Jackson

 Securities and Exchange Commission

 April 21, 2005

  Page
 6

 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/ Benjamin D. Fackler

 Benjamin D. Fackler, 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