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 * Parr Gary   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) 02/27/2012 (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 Restricted Class A common stock (1) 02/27/2012   A   54,745 A $ 0 616,517 (2) 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

Right to a Grant of Restricted Stock Units

(3)

02/27/2012

A

36,496

(4)

(4)

Class A common stock

36,496

$ 0

1,268,919 (5)

D

Reporting Owners

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

Signatures

/s/ Gary W. Parr by Scott D. Hoffman under a P of A		02/28/2012
**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)	The shares of restricted Class A common stock were granted under Lazard Ltd's 2008 Incentive Compensation Plan and will vest on February 11, 2013.
(2)	Amount includes 109,182 shares of restricted Class A common stock and 507,335 shares of unrestricted Class A common stock.
(3)	Each Restricted Stock Unit represents a contingent right to receive one share of Class A common stock of Lazard Ltd.
(4)	Pursuant to an agreement, dated February 27, 2012, between Mr. Parr and Lazard Group LLC ("Lazard Group"), which amended an agreement between Mr. Parr and Lazard Group, dated April 21, 2010, on February 11, 2013, Mr. Parr will be entitled to a grant of 36,496 Restricted Stock Units unless Mr. Parr resigns or is terminated for cause prior to the grant date. The Restricted Stock Units will be granted under Lazard Ltd's 2008 Incentive Compensation Plan and will vest in two tranches, 33.33% on March 3, 2014 and the other 66.67% on March 2, 2015.
(5)	Amount includes right to grant of 36,496 Restricted Stock Units and 1,232,423 previously granted Restricted Stock Units.

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