LAZARD FUNDS INC
24F-2NT, 1996-08-27
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 24F-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2

             Read instructions at end of Form before preparing Form.
                              Please print or type.

1.       Name and address of issuer:

         The Lazard Funds, Inc.
         30 Rockefeller Plaza
         New York, New York  10020

2.       Name of each series or class of funds for which this notice is filed:

         Special Equity Portfolio

3.       Investment Company Act File Number:  811-6312

         Securities Act File Number:  33-40682

4.       Last day of fiscal year for which this notice is filed:

         June 28, 1996

5.       Check box if this notice is being filed more than 180 days after the
         close of the issuer's fiscal year for purposes of reporting securities
         sold after the close of the fiscal year but before termination of the
         issuer's 24f-2 declaration:

                                                                       [    ]

6.       Date of termination of issuer's declaration under rule 24f-2(a)(1), if
         applicable (see Instruction A.6):



7.       Number and amount of securities of the same class or series which had
         been registered under the Securities Act of 1933 other than pursuant to
         rule 24f-2 in a prior fiscal year, but which remained unsold at the
         beginning of the fiscal year:

         None

8.       Number and amount of securities registered during the fiscal year
         other than pursuant to rule 24f-2:

         None

9.       Number and aggregate sale price of securities sold during the
         fiscal year:

                  Number:  18,125              Aggregate sale price:  $220,428

10.      Number and aggregate sale price of securities sold during the
         fiscal year in reliance upon registration pursuant to rule 24f-2:

                  Number:  18,125              Aggregate sale price:  $220,428

11.      Number and aggregate sale price of securities issued during the fiscal
         year in connection with dividend reinvestment plans, if applicable (See
         Instruction B.7):

                  Number:  394,344            Aggregate sale price:  $4,300,478

12.      Calculation of registration fee:

         (i)      Aggregate sale price of securities sold during
                  the fiscal year in reliance on rule 24f-2
                  (from Item 10):                           $220,428

         (ii)     Aggregate price of shares issued in connection
                  with dividend reinvestment plans (from Item 11,
                  if applicable):                         +$4,300,478

        (iii)     Aggregate price of shares redeemed or repur-
                  chased during the fiscal year (if applicable):  -$4,520,906

         (iv)     Aggregate price of shares redeemed or repur-
                  chased and previously applied as a reduction
                  to filing fees pursuant to rule 24e-2 (if
                  applicable):                                    +   0

         (v)      Net aggregate price of securities sold and issued during the
                  fiscal year in reliance on rule 24f-2 [line (i), plus line
                  (ii), less line (iii), plus line (iv)] (if appli-
                  cable):                                        $   0

         (vi)     Multiplier prescribed by Section 6(b) of
                  the Securities Act of 1933 or other appli-
                  cable law or regulation (see Instruction C.6):  x  1/2900

         (vii)    Fee due [line (i) or line (v) multiplied by
                  line (vi)]:                                     $   0
                                                                  -----



Instruction:      Issuers should complete lines (ii), (iii), (iv), and (v)
                  only if the form is being filed within 60 days after the
                  close of the issuer's fiscal year.  See Instruction C.3.


13.      Check box if fees are being remitted to the Commission's lockbox
         depository as described in section 3a of the Commission's Rules of
         Informal and Other Procedures (17 CFR 202.3a).

                                                                        [     ]

         Date of mailing or wire transfer of filing fees to the Commission's
         lockbox depository:  Not applicable


                                   SIGNATURES


This report has been signed below by the following person on behalf of the
issuer and in the capacity and on the date indicated.


By (Signature and Title)* /s/ Gus Coutsouros
                        -----------------------------
                        Gus Coutsouros, Controller


Date:  August 21, 1996

*  Please print the name and title of the signing officer below the
   signature.



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