PRELIMINARY COPY

THE LAZARD FUNDS, INC

PROXY STATEMENT

INTRODUCTION

           This Proxy Statement is furnished by the Board of Directors (the "Board") of The Lazard Funds, Inc. (the "Fund"), an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), and incorporated under the laws of the state of Maryland, in connection with the election of a Board of Directors of the Fund and the proposed modification of certain fundamental investment restrictions (collectively the "Investment Restriction Revisions") of Lazard Equity Portfolio, Lazard Small Cap Portfolio, Lazard International Equity Portfolio, Lazard Bond Portfolio and Lazard Strategic Yield Portfolio (together with the other investment portfolios of the Fund, each a "Portfolio"), all as further described in this Proxy Statement.

           A Special Meeting of Shareholders (the "Meeting") of the Fund will be held at the offices of the Fund, 30 Rockefeller Plaza, 58th Floor, New York, New York on Friday, November 1, 2002, at 10 a.m. for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders dated August 30, 2002. Shareholders of record at the close of business on August 30, 2002 are entitled to receive notice of and to vote at the Meeting and any adjournment thereof. Shareholders may vote only on the election of the Board of Directors and any Investment Restriction Revisions affecting the Portfolio(s) of which they are shareholders.

           Copies of the Fund's most-recent Annual and Semi-Annual Reports to Shareholders are available upon request, without charge, by writing the Fund at the address on the Notice or by calling 1-800-823-6300.

OVERVIEW OF PROPOSALS

           The Board has selected the nominees for the Board of Directors and the Investment Restriction Revisions described in Proposals 1 through 3 below and recommends shareholders approve the nominees for the Board of Directors and the Investment Restriction Revisions.

           Proposal 1:                    To elect the eight nominees as presented in Proposal 1 to serve for indefinite terms as Directors of the Fund.

          Proposals 2 and 3:         Management of the Fund believes that it is appropriate to modify certain fundamental investment restrictions as described below. When the Portfolios were formed, the Board adopted certain restrictions now believed to be unduly restrictive in light of current business and industry conditions.

           The Board and management of the Fund believe that the Investment Restriction Revisions are in the best interests of the respective Portfolios and their shareholders. Each Investment Restriction Revision, if approved by shareholders, cannot be further changed without shareholder approval. The Investment Restriction Revisions do not involve any change to any Portfolio's investment objective. If Proposal 2 is approved by shareholders of one or more Portfolios and not approved by shareholders of another Portfolio for which Proposal 2 is being considered, Proposal 2 will be implemented only for the Portfolio(s) that approved Proposal 2 and will not be implemented for any Portfolio that did not approve Proposal 2. Therefore, it is essential that shareholders who own shares in more than one Portfolio for which Proposal 2 is being considered vote their shares in each Portfolio (these shareholders will receive more than one proxy card with this Proxy Statement).

The following table summarizes the Proposals applicable to each Portfolio.

PROPOSAL 1:            TO ELECT A BOARD OF DIRECTORS

                                         All Portfolios

           The purpose of this Proposal is to elect the members of the Board. The eight nominees, all of whom are currently Directors of the Fund, were selected and nominated by the Directors who are not "interested persons" (as defined in the 1940 Act) of the Fund ("Non-Interested Directors"). Messrs. Davidson and Katz initially were elected as Directors by the Board, and the remaining nominees initially were elected as Directors by shareholders.

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          The persons named as proxies on the enclosed proxy card(s) will vote for the election of the nominees unless authority to vote for any or all of the nominees is withheld in the proxy. Each nominee elected will continue to serve as a Director until his successor is duly elected and qualified. It is not contemplated that any nominee will be unable to serve as a Director for any reason, but if that should occur prior to the Meeting the proxy holders will vote for such other nominee or nominees as the Fund's Non-Interested Directors may recommend. Each nominee for Director has consented to being named in this Proxy Statement and has agreed to continue to serve as a Director if elected.

           The Board, which is currently composed of three Interested Directors and five Non-Interested Directors, met four times during the twelve months ended December 31, 2001.

          The Fund has standing audit and nominating committees, each comprised of its Non-Interested Directors. The function of the audit committee is to oversee the Fund's financial and reporting policies and certain internal control matters, and the function of the nominating committee is to select and nominate all candidates for election to the Board who would be Non-Interested Directors. The nominating committee does not normally consider nominees recommended by shareholders. The Fund also has a standing executive committee, comprised of Messrs. Eig and Gullquist. The primary function of the executive committee is to assist in valuing the Portfolios' investments. The audit committee met two times and the executive committee met approximately fifty times during the fiscal year ended December 31, 2001. The nominating committee had no meetings during the last fiscal year.

          The table below indicates the dollar range of each Director's ownership of Portfolio shares and aggregate holdings of all Lazard portfolios for which he is a Director, in each case as of December 31, 2001.

                                     Kenneth                  Herbert                 Lester     Richard
                        John J.      S.          Norman       W.           William    Z.         Reiss,     John
Portfolio               Burke        Davidson    Eig          Gullquist    Katz       Lieberman  Jr.        Rutledge
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Equity Portfolio        Over         *           $10,001-     Over         *          *          *          *
                        $100,000                  50,000      $100,000

Mid Cap Portfolio       $1-10,000    *           *            Over         *          *          *          *
                                                              $100,000

Small Cap               Over         *           Over         Over         *          *          *          *
 Portfolio              $100,00                  $100,000     $100,000

International           $10,001-     *           Over         Over         *          *          *          *
  Equity Portfolio       50,000                  $100,000     $100,000


International           $50,000-
  Equity Select         100,000      *           *            *            *          *          *          *
  Portfolio


International Small     $50,001-     *           $10,001-     Over         *          *          *          *
   Cap Portfolio        100,000                   50,000      $100,000

Emerging Markets        *            *           *            Over         *          *          *          *
  Portfolio                                                   $100,000

International           $50,001-     *           *            *            *          *          *          *
  Equity Select         100,000
  Portfolio

Bond Portfolio          *            *           *            *            *          *          *          *

High Yield              *            *           *            $50,001-     *          *          *          *
  Portfolio                                                   100,000

Strategic Yield         *            *           *            $1-10,000    *          *          *          *
  Portfolio

Mortgage                *            *           *            *            *          *          *          *
  Portfolio

Aggregate Holdings      Over         *           Over         Over         *          *          *          *
  of all Lazard         $100,000                 $100,000     $100,000
  Portfolios
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*    None.

           As of July 31, 2002 the Fund's officers and Directors, as a group, owned less than 1% of the shares of each Portfolio.

           As of December 31, 2001, none of the Non-Interested Directors or his immediate family members owned securities of LAM or Lazard, the Fund's distributor, or any person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with LAM or Lazard.

           Each Director who is not an employee or an affiliated person of LAM is paid an annual fee of $30,000, plus $2,500 per meeting attended for the Fund and Lazard Retirement Series, Inc., another multi-series fund advised by LAM, and is reimbursed for travel and other out-of-pocket expenses. In addition, the Chairman of the Audit Committee for the Fund and Lazard Retirement Series, Inc. also receives an annual fee of $5,000. The Fund does not compensate officers or Directors who are employees or affiliated persons of LAM. The aggregate amount of compensation paid to each Director for the year ended December 31, 2001 was as follows:

                                      Aggregate Compensation              Total Compensation from
          Director                        from the Fund                      the Fund Complex*
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John J. Burke                                $39,510                              $40,000
Kenneth S. Davidson                           37,033                               37,500
Norman Eig                                     N/A                                  N/A
Herbert W. Gullquist                           N/A                                  N/A
William Katz                                  37,047                               37,500
Lester Z. Lieberman                           44,446                               45,000
Richard Reiss, Jr.                            39,510                               40,000
John Rutledge                                 39,510                               40,000
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*  For The Lazard Funds, Inc. and the Lazard Retirement Series, Inc.

Executive Officers of the Fund

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           To increase its income, the Portfolio would be permitted to lend securities from its portfolio up to 33-1/3% of the value of the Portfolio's total assets to brokers, dealers and other financial institutions needing to borrow securities to complete certain transactions. The Portfolio currently is permitted to lend portfolio securities up to 10% of the value of its total assets. In a securities lending arrangement, a borrower (normally a broker-dealer or other financial institution) seeks a specific security for one of a variety of reasons. A lending agent, which operates a securities lending program, will negotiate the terms of the loan with the borrower and deliver the security from one of the lenders participating in the program in return for collateral (cash or securities) from the borrower.

           If approved by shareholders, the Portfolio's fundamental investment limitation would read as follows (language that would be eliminated is [bracketed]):

           None of the Portfolios may . . . make loans, except loans of portfolio securities not having a value in excess of 33-1/3% [(10% in the case of Equity, Small Cap, International Equity, Bond and Strategic Yield Portfolios)] of a Portfolio's total assets and except that each Portfolio may purchase debt obligations in accordance with its investment objective and policies;

           In connection with lending portfolio securities, the Portfolio remains the owner of the loaned securities and continues to be entitled to payments in amounts equal to the interest, dividends or other distributions payable on the loaned securities. The Portfolio also has the right to terminate a loan at any time. The Portfolio may call the loan to vote proxies if a material issue affecting the Portfolio's investment is to be voted upon. The Portfolio will receive collateral consisting of cash, U.S. Government securities or irrevocable letters of credit which will be maintained at all times in an amount equal to at least 100% of the current market value of the loaned securities. Should the borrower of the securities fail financially, the Portfolio may experience delays in recovering the loaned securities or exercising its rights in the collateral. Loans are made only to borrowers that are deemed by LAM to be of good financial standing. If the collateral consists of a letter of credit or securities, the borrower will pay the Portfolio a loan premium fee. If the collateral consists of cash, it is reinvested and the borrower is paid a pre-negotiated cash collateral fee. The Portfolio will bear the risk of any decline in value of securities acquired with cash collateral. The lender is compensated by the amount earned from the investment of the cash collateral, after deducting the borrower's fee and the portion of the return due to the lending agent.

           Currently, the Portfolio is limited to 5% of total assets in securities of a single issuer with respect to its entire investment portfolio. If approved, this restriction would be removed as a fundamental policy¹ of the Portfolio. In addition, the Portfolio's listed investment restrictions in the Fund's Statement of Additional Information would be amended to remove the statement that, with respect to 75% of the Portfolio's total assets, the Portfolio's investments in a single issuer are limited to 10% of the outstanding voting securities of the issuer². However, the Portfolio would still be subject to the 1940 Act requirements for a "diversified" fund, which limit investments in a single issuer, with respect to 75% of the Portfolio's total assets, to 5% of the Portfolio's total assets and 10% of the outstanding voting securities of such issuer (which limitations cannot be changed without approval of a majority of the outstanding voting securities of the Portfolio). Because the Portfolio would be permitted to invest more than 5% of its total assets in a single issuer with respect to 25% of its portfolio, the Portfolio would be more vulnerable to changes in the market values of any such issuers.

VOTE REQUIRED AND BOARD RECOMMENDATION

           Approval of Proposal 1 requires the affirmative vote of a plurality of votes cast, meaning that the eight persons receiving the greatest number of votes at the Meeting for the election of Directors (with all Portfolios voting together), assuming a quorum is present, will be elected. Approval of Proposals 2 and 3 with respect to a Portfolio requires the affirmative vote of the lesser of (a) 67% of the Portfolio's voting securities present at the Meeting, if the holders of more than 50% of the Portfolio's outstanding voting securities (as defined in the 1940 Act) are present or represented by proxy, or (b) more than 50% of the Portfolio's outstanding voting securities (as defined in the 1940 Act). Portfolio shareholders are entitled to one vote for each full share held, with fractional votes for fractional shares held, and Institutional Shares and Open Shares vote together as a single class.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL OF EACH PROPOSAL.

INDEPENDENT ACCOUNTANTS

           The firm of Anchin, Block & Anchin LLP ("ABA"), 1375 Broadway, New York, New York 10018, is the independent accountants for the Fund. The Fund's audit committee recommended, and the Board (including a majority of the Non-Interested Directors) approved, the selection of ABA as the Fund's independent accountants for the Fund's current fiscal year. The independent accountants examine annual financial statements for the Fund and provide tax-related services to the Fund. Representatives of ABA are not expected to be present at the Meeting, but have been given the opportunity to make a statement if they so desire and will be available should any matter arise requiring their presence. After reviewing the Fund's audited financial statements for the Fund's most recently completed fiscal year, the audit committee recommended to the Board that such statements be included in the Fund's Annual Report. The Audit Committee has determined that the provision of services rendered for non-audit services as disclosed under "All Other Fees" below is compatible with maintaining the independence of ABA in its audit of the Fund.

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¹         The current investment limitation, which if approved by shareholders would be eliminated, reads as follows: "None of the Portfolios may . . . for Equity Portfolio, invest more than 5% of the current value of its total assets in the securities of any one issuer, other than obligations of the United States Government, its agencies or instrumentalities or securities which are backed by the full faith and credit of the United States."

²         The current investment limitation, which if approved by shareholders would be eliminated, reads as follows: "None of the Portfolio's may . . . for Equity Portfolio, purchase securities of an issuer if, as a result, as to 75% of the Portfolio's total assets, the Portfolio would own more than 10% of the voting securities of such issuer."

Fund-Related Fees

           Audit Fees. For the Fund's fiscal year ended December 31, 2001 the approximate fee for professional services rendered in connection with the audit of the annual financial statements was $386,000.

           Financial Information System Design and Implementation. For the fiscal year ended December 31, 2001, ABA did not perform financial information systems design or implementation services.

           All Other Fees. For the fiscal year ended December 31, 2001, ABA was also paid approximately $60,000 for tax related services.

ADDITIONAL INFORMATION

           Lazard, located at 30 Rockefeller Plaza, New York, New York 10112-6300, serves as the Fund's distributor. LAM, also located at 30 Rockefeller Plaza, serves as each Portfolio's investment manager.

VOTING INFORMATION; SHARES OUTSTANDING AND OWNERSHIP

           The Fund will bear the cost of soliciting proxies. Proxies may be solicited by mail, in person or by telephone, and the Fund may reimburse persons holding Fund shares in their names or those of their nominees for their expenses in sending soliciting materials to their principals. In addition, the Fund has retained D.F. King & Co., Inc. ("D.F. King") to assist in the solicitation of proxies, primarily by contacting shareholders by telephone, at a cost of approximately $15,000 (plus out of pocket expenses). The total expenses of the Meeting, including the solicitation of proxies and the expenses incurred in connection with the preparation of this Proxy Statement are approximately $100,000.

           Authorizations to execute proxies may be obtained by telephonic or electronically transmitted instructions in accordance with procedures designed to authenticate the shareholder's identity. In all cases where a telephonic proxy is solicited (but not when you call the toll free number directly to vote or when you vote via the Internet using the Control Number that appears on your proxy card), the shareholder will be asked to provide his or her full name, address, social security number or taxpayer identification number and the number of shares owned and to confirm that the shareholder has received the Proxy Statement and proxy card(s) in the mail. Within 72 hours of receiving a shareholder's telephonic or electronically transmitted voting instructions, a confirmation will be sent to the shareholder to ensure that the vote has been taken in accordance with the shareholder's instructions and to provide a telephone number to call immediately if the shareholder's instructions are not correctly reflected in the confirmation. Any shareholder giving a proxy may revoke it at any time before its exercise by submitting a written notice of revocation or a subsequently executed proxy to the Fund, by voting by telephone or through the Internet or by attending the Meeting and voting in person.

           If a proxy is properly executed and returned accompanied by instructions to withhold authority to vote, is marked with an abstention or represents a broker "non-vote" (that is, a proxy from a broker or nominee indicating that such person has not received instructions from the beneficial owner or other person entitled to vote Portfolio shares on a particular matter with respect to which the broker or nominee does not have a discretionary power) (collectively, "abstentions"), Portfolio shares represented thereby will be considered to be present at the Meeting for purposes of determining the existence of a quorum for the transaction of business. Abstentions will not constitute a vote "for" or "against" a matter and will be disregarded in determining "votes cast." For this reason, abstentions will have the effect of a "no" vote for the purpose of obtaining requisite approval for Proposals 2 and 3.

           If a quorum is not present at the Meeting, or if a quorum is present but sufficient votes to approve a Proposal are not received, the persons named as proxies may propose one or more adjournments of the Meeting or with respect to such Proposal(s) to permit further solicitation of proxies. In determining whether to adjourn the Meeting, the following factors may be considered: the nature of the affected Proposal(s), the percentage of votes actually cast, the percentages of favorable and negative votes actually cast, the nature of any further solicitation and the information to be provided to shareholders with respect to the reasons for the solicitation. Any adjournment will require the affirmative vote of a majority of those shares affected by the adjournment that are represented at the Meeting in person or by proxy. A shareholder vote may be taken for one or more Proposals prior to any adjournment if sufficient votes have been received for approval. If a quorum is present, the persons named as proxies will vote those proxies which they are entitled to vote "FOR" the Proposals in favor of such adjournment and will vote those proxies required to be voted "AGAINST" the Proposals against any adjournment. A quorum is constituted by the presence in person or by proxy of the holders of at least 33-1/3% of a Portfolio's outstanding shares entitled to vote at the Meeting.

           Certain information as to the number of shares outstanding and share ownership for each Portfolio is set forth on Appendix A.

OTHER MATTERS

           The Board is not aware of any other matters which may come before the Meeting. However, should any such matters properly come before the Meeting, it is the intention of the persons named in the accompanying forms of proxy to vote the proxy in accordance with their judgment on such matters.

           The Fund does not hold annual meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for the Fund's shareholder meeting subsequent to this Meeting, if any, must submit such proposals a reasonable period of time before the Fund begins to print and mail the proxy materials for such meeting.

NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES
AND THEIR NOMINEES

           Please advise the Fund, in care of D.F. King at 1-800-735-3529, whether other persons are the beneficial owners of Portfolio shares for which proxies are being solicited from you, and, if so, the number of copies of the Proxy Statement and other soliciting material you wish to receive in order to supply copies to the beneficial owners of Portfolio shares.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS ARE URGED TO VOTE BY MAIL, BY TELEPHONE OR THROUGH THE INTERNET.

Dated:  September 6, 2002