UNITED STATES 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, NY 10112-6300
2.      The name of each series or class of securities for which this
Form is filed (If the Form is being filed for all
series and classes of securities of the issuer, check the box but do not
list series or classes):  /X/











3. Investment Company Act File Number:
	811-06312
     Securities Act File Number
	 33-40682

4(a).  Last day of fiscal year for which this Form is filed:
	December 31, 2005

4(b). 1Check box if this Form is being filed late (ie., more than 90
calendar days after the end of the
fiscal year). (See Instruction A.2)
	N/A
Note: If the Form is being filed late, interest must be paid on the
registration fee due.


4(c). 1Check box if this is the last time the issuer will be filing
this Form.
	N/A


5.  Calculation of registration fee:
(i)	Aggregate sale price of securities sold during the fiscal year

	Pursuant to section 24(f):		                     $1,817,655,670

(ii)	Aggregate price of securities redeemed or repurchased during
the fiscal year:
			          $1,772,172,873

(iii)	Aggregate price of securities redeemed or repurchased
	during any prior fiscal year ending no earlier than October
	11, 1995 that were not previously used to reduce registration
	fees payable to the Commission:		           $2,079,846,810


(iv)	Total available redemption credits [add Item 5(ii) and 5(iii):
         $3,852,019,683

(v)	Net sales - If Item 5(i) is greater than Item 5(iv)
	[subtract Item 5(iv) from Item 5(i) ]:
                     	$0

(vi)	Redemption credits available for use in future years
            $2,034,364,013
	- if Item 5(i) is less than Item 5(iv) [subtract Item 5(iv)
from Item 5(i)]:

(vii)	Multiplier for determining registration fee (See
	Instruction C.9):	X	$0.000107

(viii)	Registration fee due [multiply Item 5(v) by Item
	 5(vii)] (enter O if no fee is due):	=	$0


6. Prepaid Shares
If the response to item 5(i) was determined by deducting an amount of
securities that were registered
under the Securities Act of 1933 pursuant to rule 24e-2 as in effect
before [effective date of rescission of rule 24e-2], then
report the amount of securities (number of shares or other units)
deducted here:    0       . If there is a number
of shares or other units that were registered pursuant to rule 24e-2
remaining unsold at the end of the fiscal year
for which this form is filed that are available for use by the issuer
in future fiscal years, then state that number
here:      0       .

7.  Interest due - if this Form is being filed more than 90 days after
the end of the issuers fiscal year
 (see Instruction D):
		+	$0

8.  Total of the amount of the registration fee due plus any interest
due [line 5(vii) plus line 7]:
		=	$0



9. Date the registration fee and any interest payment was sent to the
Commissions lockbox depository:

Method of Delivery:	N/A
	   Wire Transfer
	1Mail or other means





	SIGNATURES

This report has been signed below by the following persons on behalf of
the issuer and in the capacities
and on the dates indicated.

By (Signature and Title.)*	/s/ Stephen St. Clair

	Stephen St. Clair, Treasurer


Date   3/23/06

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