-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kz/hBB9GnbFz2U2JX3a2q6vBcwCU8vHdpKpVmiqXmU+US2/uwOuMDZ0MYIFl3c6o VoXf46Avzpw8Wy2m5jgP2g== 0001287726-06-000020.txt : 20060203 0001287726-06-000020.hdr.sgml : 20060203 20060203172610 ACCESSION NUMBER: 0001287726-06-000020 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060203 DATE AS OF CHANGE: 20060203 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HANGER ORTHOPEDIC GROUP INC CENTRAL INDEX KEY: 0000722723 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 840904275 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40189 FILM NUMBER: 06579032 BUSINESS ADDRESS: STREET 1: TWO BETHESDA METRO CENTER STREET 2: SUITE 1300 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 3019860701 MAIL ADDRESS: STREET 1: TWO BETHESDA METRO CENTER STREET 2: SUITE 1300 CITY: BETHESDA STATE: MD ZIP: 20814 FORMER COMPANY: FORMER CONFORMED NAME: SEQUEL CORP DATE OF NAME CHANGE: 19890814 FORMER COMPANY: FORMER CONFORMED NAME: CELLTECH COMMUNICATIONS INC DATE OF NAME CHANGE: 19860304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAZARD ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001207017 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLZ STREET 2: 59TH FL. CITY: NEW YORK STATE: NY ZIP: 10112 BUSINESS PHONE: 2126326235 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLZ STREET 2: 59TH FL. CITY: NEW YORK STATE: NY ZIP: 10112 SC 13G/A 1 r13gahangerorthogrpinc.htm r13gahangerorthopedicsgroupinc

SCHEDULE 13G/A

CUSIP No: 41043F208

1)NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Lazard Asset Management LLC

2)CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)o (b)o

3)SEC USE ONLY

4)CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5)SOLE VOTING POWER: 1,911,200

6)SHARED VOTING POWER: -

7)SOLE DISPOSITIVE POWER: 1,911,200

8)SHARED DISPOSITIVE POWER: -

9)AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,911,200

10)CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o

11)PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 8.772%

12)TYPE OF REPORTING PERSON: IA

Item 1(a). Name of Issuer:

Hanger Orthopedics Group Inc

Item 1(b). Address of Issuer's Principal Executive Offices:

2 Bethesda Metro Center

Suite 1200

Bethesda, MD 20814

Item 2(a). Name of Person Filing: Lazard Asset Management LLC

Item 2(b). Address of Principal Business Office or, if None, Residence:

30 Rockefeller Plaza

New York, New York 10112

Item 2(c):Citizenship: Delaware Limited Liability Company

Item 2(d):Title of Class of Securities: Common Stock

Item 2(e):CUSIP Number: 41043F208

Item 3:If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:

o (a) Broker or Dealer Registered Under Section 15 of the Act
    • (e) Investment Adviser registered under section 203 of the Investment Advisers Act of 1940

Item 4: Ownership.

(a)Amount beneficially owned: 1,911,200

(b)percent of class: 8.772%

(c)Number of shares as to which such person has:

(i)Sole power to vote or to direct the vote: 1,911,200

(ii)Shared power to vote or to direct the vote:-

(iii)Sole power to dispose or to direct the disposition of: 1,911,200

(iv)Shared power to dispose or to direct the disposition of:-

Item 5:Ownership of Five Percent or Less of a Class: Not applicable

Item 6:Ownership of More than Five Percent on Behalf of Another Person.

AXA Equitable Life Insurance Co Small Cap Value Portfolio

Item 7:Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not applicable

Item 8:Identification and Classification of Members of the Group: Not applicable

Item 9:Notice of Dissolution of Group:Not applicable

Item 10:Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.

SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Date: January 31, 2006

_________________________

John H. Blevins

Senior Vice President

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