485BPOS

Registration Nos. 333-137407
Investment Company Act File No. 811-06312

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No. ____ [X] Post-Effective Amendment No. 1

(Check appropriate box or boxes)

THE LAZARD FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)

(212) 632-6000
(Area Code and Telephone Number)

30 Rockefeller Plaza, New York, New York 10112
(Address of Principal Executive Offices: Number,
Street, City, State, Zip Code)

Nathan A. Paul, Esq.
30 Rockefeller Plaza
New York, New York 10112
(Name and Address of Agent for Service)

copy to:

Stuart H. Coleman, Esq.
Janna Manes, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982

An indefinite number of Registrant's shares of common stock, par value $0.001 per share, has been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940. Accordingly, no filing fee is being paid at this time.

           This Post-Effective Amendment consists of the following:

           (1) Facing Sheet of the Registration Statement

          (2) Part C to the Registration Statement (including signature page).

Parts A and B are incorporated herein by reference from the Registration Statement on Form N-14 (File No. 333-137407), filed on September 18, 2006, and the definitive versions filed pursuant to Rule 497 under the Securities Act of 1933, as amended, filed October 23, 2006.

This Post-Effective Amendment is being filed solely for the purpose to file the final tax opinion as Exhibit No. 12 to this Registration Statement on Form N-14.

THE LAZARD FUNDS, INC.
PART C
OTHER INFORMATION

All references to the "Registration Statement" are to Post-Effective Amendment No. 39 to the Registrant's Registration Statement on Form N-1A, filed April 28, 2006 (File No. 33-40682) (the "Registration Statement") unless otherwise noted.

Item 15 Indemnification.

The response to this item is incorporated by reference to Item 25 of Part C to Post-Effective Amendment No. 39 to the Registrant's Registration Statement on Form N-1A, filed on April 28, 2006 (the "Registration Statement").

Item 16 Exhibits.

     (1)
     (2)
     (3)
     (4)
     (5)
     (6)(a)
     (6)(b)
     (7)
     (8)
     (9)
     (10)(a)
     (10(b)
     (10)(c)
     (11)
     (12)
     (13)(a)
     (13)(b)
     (14)
     (15)
     (16)
     (17)(a)
     (17)(b) Articles of Incorporation, Articles of Amendment and Articles Supplementary(1), (2), (3), (5), (6) and (8)
By-Laws(8)
Not Applicable
Plan of Reorganization(9)
Reference is made to Exhibits (1) and (2) hereof
Investment Management Agreement(7)
Investment Management Agreement, as revised(8)
Distribution Agreement, as revised(6)
Not Applicable
Amended and Restated Custodian Contract(1)
Distribution and Servicing Plan, as revised(8)
Form of Servicing Agreement(8)
Rule 18f-3 Plan, as revised(8)
Consent of counsel(9)
Opinion and consent of counsel regarding tax matters*
Amendment to Revised Transfer Agency and Service Agreement(1)
Administration Agreement(4)
Consent of Independent Registered Public Accounting Firm(9)
Not Applicable
Power of Attorney(10)
Form of Proxy(9)
Registrant's Prospectus and Statement of Additional Information dated May 1, 2006 are incorporated by reference to the Registration Statement.

______________________________________________________________

* Filed herein.

1. Incorporated by reference from Registrant's Post-Effective Amendment No. 28 to the Registration Statement filed with the Securities and Exchange Commission (the "SEC") on April 29, 2003.

2. Incorporated by reference from Registrant's Post-Effective Amendment No. 22 to the Registration Statement filed with the SEC on December 29, 2000.

3. Incorporated by reference from Registrant's Post-Effective Amendment No. 25 to the Registration Statement filed with the SEC on April 30, 2001.

4. Incorporated by reference from Registrant's Post-Effective Amendment No. 8 to the Registration Statement filed with the SEC on October 13, 1995.

5. Incorporated by reference from Registrant's Post-Effective Amendment No. 31 to the Registration Statement filed with the SEC on December 3, 2004.

6. Incorporated by reference from Registrant's Post-Effective Amendment No. 34 to the Registration Statement filed with the SEC on July 20, 2005.

7. Incorporated by reference from Registrant's Post-Effective Amendment No. 36 to the Registration Statement filed with the SEC on September 28, 2005.

8. Incorporated by reference from Registrant's Post-Effective Amendment No. 38 to the Registration Statement filed with the SEC on February 27, 2006.

9. Incorporated by reference from Registrant's Registration Statement on Form N-14 (File No. 333-137407), filed with the SEC on September 18, 2006.

10. Filed as part of signature page to Registrant's Registration Statement on Form N-14 (File No. 333-137407), filed with the SEC on September 18, 2006.

Item 17. Undertakings

     (1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended (the "Securities Act"), the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

     (2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

     (3) The undersigned Registrant agrees to file by post-effective amendment the final opinion of counsel regarding tax matters within a reasonable period of time after receiving such opinion.

SIGNATURES

As required by the Securities Act of 1933, this Amendment to the Registration Statement has been signed on behalf of the Registrant, in the City of New York, and State of New York on the 3^rd day of January, 2007.

THE LAZARD FUNDS, INC.

By:   /s/ Charles Carroll
       Charles Carroll, President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 /s/ Charles Carroll                                 
Charles Carroll President and Director January 3, 2007

 /s/ Stephen W. St. Clair                      
Stephen W. St. Clair Treasurer and Chief Financial Officer January 3, 2007

 /s/ Ashish Bhutani*                                 
Ashish Bhutani Director January 3, 2007

 /s/ Lester Z. Lieberman*                      
Lester Z. Lieberman Director January 3, 2007

 /s/ Richard Reiss, Jr.*                      
Richard Reiss, Jr. Director January 3, 2007

 /s/ Kenneth S. Davidson*                      
Kenneth S. Davidson Director January 3, 2007

 /s/ Robert M. Solmson*                      
Robert M. Solmson Director January 3, 2007

*By: /s/ Nathan A. Paul                                
Nathan A. Paul,
Attorney-in-Fact

Exhibit Index

(12) Opinion and consent of counsel regarding tax matters.

EX-12

December 28, 2006

The Lazard Funds, Inc.
30 Rockefeller Plaza
New York, New York 10112

Re: Plan of Reorganization

Ladies and Gentlemen:

You have requested our opinion as to certain federal income tax consequences of the reorganization contemplated by the Plan of Reorganization (the "Plan") adopted with respect to Lazard Equity Portfolio (the "Portfolio") and Lazard U.S. Strategic Equity Portfolio (the "Acquiring Portfolio"), each a series of The Lazard Funds, Inc., a Maryland corporation (the "Fund"). A copy of the Plan is included as Appendix A to the Registration Statement on Form N-14 of the Fund (Registration No. 333-137407) (the "Registration Statement"). You have advised us that each of the Acquiring Portfolio and the Portfolio has qualified or will qualify as a "regulated investment company" within the meaning of Subchapter M of the United States Internal Revenue Code of 1986, as amended (the "Code"), for each of its fiscal years of operation ending on or before or including the Closing Date.

In rendering this opinion, we have examined the Plan, the Registration Statement, and such other documents as we have deemed necessary or relevant for the purpose of this opinion. In issuing our opinion, we have relied upon statements and representations of the Fund, on behalf of each of the Portfolio and the Acquiring Portfolio, made in the Registration Statement and to us for our use in rendering this opinion. As to various questions of fact material to this opinion, where relevant facts were not independently established by us, we have relied upon statements of, and written information provided by, representatives of the Fund, on behalf of each of the Portfolio and the Acquiring Portfolio. We also have examined such matters of law as we have deemed necessary or appropriate for the purpose of this opinion. We note that our opinion is based on our examination of such law, our review of the documents described above, the statements and representations referred to above and in the Registration Statement and the Plan, the provisions of the Code, the regulations, published rulings and announcements thereunder, and the judicial interpretations thereof currently in effect. Any change in applicable law or any of the facts and circumstances described in the Registration Statement, or inaccuracy of any statements or representations on which we have relied, may affect the continuing validity of our opinion.

Capitalized terms not defined herein have the respective meanings given such terms in the Plan.

Based on the foregoing, it is our opinion that for federal income tax purposes:

           a)     the Acquiring Portfolio's acquisition of all of the Portfolio's assets in exchange solely for the Acquiring Portfolio Shares and the assumption by the Acquiring Portfolio of certain identified liabilities of the Portfolio, followed by the distribution by the Portfolio of the Acquiring Portfolio Shares to Portfolio Shareholders as provided in the Plan in complete liquidation of the Portfolio, will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and each of the Portfolio and the Acquiring Portfolio will be "a party to a reorganization;"

          b)      no gain or loss will be recognized by the Acquiring Portfolio upon the acquisition of the assets of the Portfolio in exchange solely for Acquiring Portfolio Shares and the assumption by the Acquiring Portfolio of certain identified liabilities of the Portfolio pursuant to the Reorganization;

          c)      no gain or loss will be recognized by the Portfolio upon the transfer of the Portfolio's assets to the Acquiring Portfolio in exchange solely for Acquiring Portfolio Shares and the assumption by the Acquiring Portfolio of certain identified liabilities of the Portfolio or upon the distribution (whether actual or constructive) of Acquiring Portfolio Shares to Portfolio Shareholders in exchange for their shares of the Portfolio in liquidation of the Portfolio pursuant to the Reorganization;

          d)      no gain or loss will be recognized by Portfolio Shareholders upon the exchange of their Portfolio shares for the Acquiring Portfolio Shares pursuant to the Reorganization;

          e)      the aggregate tax basis for the Acquiring Portfolio Shares received by each Portfolio Shareholder pursuant to the Reorganization will be the same as the aggregate tax basis of the Portfolio shares held by such Shareholder immediately prior to the Reorganization, and the holding period of the Acquiring Portfolio Shares received by each Portfolio Shareholder will include the period during which the Portfolio shares exchanged therefor were held by such Shareholder (provided the Portfolio shares were held as capital assets on the date of the Reorganization); and

          f)      the tax basis of each Portfolio asset acquired by the Acquiring Portfolio will be the same as the tax basis of such asset to the Portfolio immediately prior to the Reorganization, and the holding period of each asset of the Portfolio in the hands of the Acquiring Portfolio will include the period during which that asset was held by the Portfolio.

No opinion is expressed as to the effect of the Reorganization on (i) the Portfolio or the Acquiring Portfolio with respect to any asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting, and (ii) any shareholder of the Portfolio that is required to recognize unrealized gains and losses for federal income tax purposes under a mark-to-market system of accounting.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us in the Prospectus/Proxy Statement included in the Registration Statement, and to the filing of this opinion as an exhibit to any application made by or on behalf of the Acquiring Portfolio or any distributor or dealer in connection with the qualification of the Acquiring Portfolio Shares under the securities laws of any state or jurisdiction. In giving such permission, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,



STROOCK & STROOCK & LAVAN LLP