April 12, 2005

Mail Stop 0408

By U.S. Mail and facsimile to (212) 403-2000.

Scott D. Hoffman
General Counsel and V.P.
Lazard Ltd.
30 Rockefeller Plaza
New York, NY 10020

Re:	Lazard Ltd.
	Form S-1 filed March 21, 2005
	File No. 333-123463

Dear Mr. Hoffman:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General comments on this filing

1. Revise this registration statement to comply with relevant
comments directed towards registration statement 333-121407.

2. Please use no type size smaller than the size that prevails in
the
document.  Currently, footnotes, information used in connection
with
diagrams, and some financial information is in a smaller size.

3. Either include Lazard Group as a co-issuer, or supplementally
why
it is not a co-issuer.


Summary

The ESU Offering - page 15

4. Please cross reference the fixed settlement option with the
discussion of the option and the pricing formula on page 187.

Material U.S. Federal Income Tax and Bermuda Tax Considerations -
page 227

5. Revise this section to note, if true, that the discussion of
the
tax consequences represent the opinion of counsel.  Also, revise
the
discussion to eliminate the term "summary" as the discussion
represents the opinion of counsel.

6. In this section on page 228 and in the Summary and Risk Factors
sections, you reference a single IRS revenue ruling on similar
securities.  However, you do not state the effect of the fact that
there is a dearth of authority on the tax treatment of these
securities.  Please clarify the impact that the fact that only a
single revenue ruling on the particular securities had ruling upon
the opinion provided by counsel.  Also, revise this section to
clarify the substance of that revenue ruling.

7. In "Risk of Recharacterization," counsel assumes a particular
tax
treatment.  Please note the reasons for counsel`s assumption, and
also discuss what other possible tax treatment and consequences
are
possible.

8. Revise this section describe the tax consequences in the event
that the IRS were to reach a conclusion different from the one
assumed by your counsel.

9. Please clarify what "should" means in the second to last
sentence
of the first paragraph of page 229.

10. Since you are offering common stock, you also need to include
a
discussion similar to that required in the concurrent S-1.  Please
revise.

Exhibit 8.1

11. Please file this exhibit as soon as possible to facilitate the
review by the staff.



*	*	*








Closing Comments


      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We direct your attention to Rules 460 and 461 regarding
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

      You may contact Angela Jackson, Staff Accountant, at (202)
942-
2865 or Joyce Sweeney, Senior Accountant, at (202) 942-1939 if you
have questions regarding comments on the financial statements and
related matters.  Please contact Christian Windsor, Special
Counsel
at (202) 942-1974 or me at (202) 942-1874 with any other
questions.


						Sincerely,



						Mark Webb,
						Branch Chief


cc:	Via Facsimile: (212) 403-2000
Craig M. Wasserman, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019

Lazard LTD
Scott Hoffman, General Counsel, V.P.
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