FILED PURSUANT TO RULE 497(e)
REGISTRATION FILE NO. 33-40682
April 24, 1996
THE LAZARD FUNDS, INC.
Supplement to Prospectus
Dated December 30, 1995
The Fund's Board has approved, subject to shareholder
approval, the reorganization ("Reorganization") of Lazard Special Equity
Portfolio into Lazard Small Cap Portfolio. If the transaction is consummated,
former Lazard Special Equity Portfolio shareholders will receive a number of
shares of Lazard Small Cap Portfolio equal to the value of such shareholder's
Lazard Special Equity shares as of the date of the Reorganization. The
transaction is expected to be tax free for Federal income tax purposes. If the
transaction is consummated, Lazard Special Equity Portfolio's existence will be
terminated. In anticipation of the Reorganization, Lazard Special Equity
Portfolio will cease offering its shares for sale effective April 25, 1996,
except to the extent of dividend reinvestments.
A meeting of the Lazard Special Equity Portfolio's
shareholders to consider the transaction is scheduled to be held on or about
June 21, 1996. A Prospectus/Proxy Statement with respect to the proposed
transaction will be mailed prior to the shareholders' meeting to Lazard Special
Equity Portfolio shareholders of record as of May 21, 1996. The Prospectus/Proxy
Statement will provide further information regarding the proposed transaction.
The following information supplements and should be read in
conjunction with the information contained in the Prospectus under the captions
"Investment Objectives and Policies--International Fixed-Income Portfolio" and
"--Strategic Yield Portfolio."
Each of Lazard International Fixed-Income Portfolio and
Lazard Strategic Yield Portfolio also may invest in American, European or Global
Depositary Receipts issued in relation to a pool of fixed-income securities in
which the Portfolio could invest directly.
