FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * JORDAN VERNON E JR   2. Issuer Name and Ticker or Trading Symbol Lazard Ltd [LAZ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O LAZARD LTD, 30 ROCKEFELLER PLAZA 3. Date of Earliest Transaction (Month/Day/Year) 08/27/2010 (Street) NEW YORK, NY 10020 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A common stock (1) 08/30/2010   M   115 A (2) 68,781 D   Class A common stock 08/30/2010   F   52 (3) D $ 32.22 68,729 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units (4)

(5)

08/27/2010

A

115

08/30/2010

08/30/2010

Class A common stock

115 (4)

$ 0

115

D

Restricted Stock Units (1)

(5)

08/30/2010

M

115

08/30/2010

08/30/2010

Class A common stock

115

(2)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
JORDAN VERNON E JR C/O LAZARD LTD 30 ROCKEFELLER PLAZA NEW YORK, NY 10020	X

Signatures

/s/ Vernon E. Jordan, Jr. by Scott D. Hoffman under PofA		08/30/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Pursuant to an amendment to the retirement policy governing the restricted stock units ("RSUs") of Lazard Ltd (the "Company"), the reporting person met the retirement requirements and is therefore eligible to receive restricted shares for the RSUs that were granted as dividend equivalents on August 27, 2010. The amendment provided that 45% of the reporting person's shares could be sold or withheld by the Company to pay applicable taxes and the remainder would be subject to certain restrictions on transfer, and covenants, in accordance with the underlying award.
(2)	The shares of Class A common stock were acquired upon the conversion of Restricted Stock Units.
(3)	Shares withheld by the Company to cover estimated taxes.
(4)	Additional Restricted Stock Units were acquired on August 27, 2010 pursuant to the dividend equivalent reinvestment provisions of the Restricted Stock Unit Award granted on February 11, 2010.
(5)	Each Restricted Stock Unit represents a contingent right to receive one share of Class A common stock of Lazard Ltd.

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