Exhibit 99.(a)(1)


                            ARTICLES OF INCORPORATION
                                       OF
                             THE LAZARD FUNDS, INC.


         FIRST: (1) The name of the incorporator is Edward J. Burke.

                  (2) The incorporator's post office address is One Battery Park
Plaza, New York, New York 10004.

                  (3) The incorporator is over eighteen years of age.

                  (4) The incorporator is forming the corporation named in these
Articles of Incorporation under the general laws of the State of Maryland.

         SECOND: The name of the corporation (hereinafter called the
"Corporation") is The Lazard Funds, Inc.

         THIRD: (1) The purpose for which the Corporation is formed is to
conduct, operate and carry on the business of an investment company registered
under the Investment Company Act of 1940.

                  (2) The Corporation may engage in any other business and shall
have all powers conferred upon or permitted to corporations by the Maryland
General Corporation Law now or hereafter in force.

         FOURTH: The post office address of the principal office of the
Corporation within the State of Maryland is 32 South Street, Baltimore, Maryland
21202 in care of The Corporation Trust, Incorporated. The resident agent of the
Corporation in the State of Maryland is The Corporation Trust, Incorporated, 32
South Street, Baltimore, Maryland 21202.

         FIFTH: (1) The total number of shares of capital stock of all classes
which the Corporation shall have authority to issue is one billion
(1,000,000,000), par value one-




tenth of one cent ($.001) per share, and having an aggregate par value of one
million dollars ($1,000,000).

         Until such time as the Board of Directors shall provide otherwise in
accordance with paragraph (2) of this Article, five hundred million
(500,000,000) of the authorized shares of stock of the Corporation are
designated as Class A Common Stock, fifty million (50,000,000) of such shares
are designated as Class B Common Stock, fifty million (50,000,000) of such
shares are designated as Class C Common Stock, fifty million (50,000,000) of
such shares are designated as Class D Common Stock, fifty million (50,000,000)
of such shares are designated as Class E Common Stock, fifty million
(50,000,000) of such shares are designated as Class F Common Stock, fifty
million (50,000,000) of such shares are designated as Class G Common Stock,
fifty million (50,000,000) of such shares are designated as Class H Common Stock
and fifty million (50,000,000) of such shares are designated as Class I Common
Stock.

                  (2) The Board of Directors is authorized to classify or to
reclassify, from time to time, any unissued shares of stock of the Corporation,
whether now or hereafter authorized, by setting, changing or eliminating the
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications or terms and conditions of or rights
to require redemption of the stock. The provisions of these Articles of
Incorporation shall apply to each class of stock unless otherwise provided by
the Board of Directors prior to issuance of any shares of that class. Except for
the differences hereafter set forth, and except as otherwise provided by the
Board of Directors prior to issuance, each class of the Corporation's stock
shall have the same preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of and rights to require redemption.



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                  (3) The net asset value of each class of the Corporation's
stock shall be determined separately in accordance with procedures approved by
the Board of Directors and in compliance with regulatory requirements. For this
purpose, the consideration received by the Corporation for the issuance or sale
of a class of the Corporation's stock, and the net income or gain from
investment and reinvestment of the consideration, income or gain, shall be
allocated to such class and the expenses, liabilities and loss of the
Corporation attributable to such class shall be charged to such class. Expenses,
liabilities or losses of the Corporation not attributable to a particular class
shall be allocated in determining net asset value to all classes in accordance
with procedures established by the Board of Directors.

                  (4) The consideration received by the Corporation for the
issue and sale of shares of a class of stock may be invested in a separate
investment portfolio or together with the consideration received for the
issuance and sale of one or more other classes of stock in a common investment
portfolio. If such consideration is invested in a common investment portfolio,
the income, gain or loss and the expenses and liabilities of the common
investment portfolio shall be allocated among the classes in accordance with
procedures approved by the Board of Directors and in compliance with regulatory
requirements.

                  (5) Shares of each class of stock shall be entitled to such
dividends or distributions, in stock or in cash or both, as may be declared from
time to time by the Board of Directors with respect to such class. Dividends or
distributions declared or paid on shares of a class of stock shall be deducted
in determining the net asset value of shares of that class and may not exceed
the net assets of that class. Specifically, and without limiting the generality
of the foregoing, the dividends and distributions of investment income and
capital gains with respect to the stock of the Corporation, and with respect to
each class that hereafter may be created, shall



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be in such amount as may be declared from time to time by the Board of
Directors, and such dividends and distributions may vary from class to class to
such extent and for such purposes as the Board of Directors may deem
appropriate, including, but not limited to, the purpose of complying with
requirements of regulatory or legislative authorities. The Board of Directors
may provide that dividends shall be payable only with respect to those shares of
stock that have been held of record continuously by the stockholder for a
specified period, not to exceed 72 hours, prior to the record date of the
dividend.

                  (6) On each matter submitted to a vote of the stockholders,
each holder of stock shall be entitled to one vote for each share standing in
his name on the books of the Corporation. All holders of shares of stock shall
vote as a single class except with respect to any matter which affects only one
or more classes of stock, in which case only the holders of shares of the class
or classes affected shall be entitled to vote.

                  (7) In the event of the liquidation or dissolution of the
Corporation, the stockholders of each class of the Corporation's stock shall be
entitled to receive, as a class, out of the assets of the Corporation available
for distribution to stockholders, an amount equal to the net assets of that
class. The assets so distributable to the stockholders of a class shall be
distributed among such stockholders in proportion to the number of shares of
that class held by them and recorded on the books of the Corporation. In the
event that there are any assets available for distribution that are not
attributable to any particular class of stock, such assets shall be allocated to
all classes in proportion to the net ) asset value of the respective classes.

                  (8) (a) Each holder of stock may require the Corporation to
redeem all or any part of the stock owned by that holder, upon request to the
Corporation or its designated agent, at the net asset value of the shares of the
stock next determined following



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receipt of the request in a form approved by the Corporation and accompanied by
surrender of the certificate or certificates for the shares, if any. The Board
of Directors may establish procedures for redemption of stock.


                  (b) (i) The term "Minimum Amount" when used herein shall mean
five thousand dollars ($5,000) unless otherwise fixed by the Board of Directors
from time to time, provided that the Minimum Amount may not in any event exceed
fifty thousand dollars ($50,000). The Board of Directors may establish differing
Minimum Amounts for each class of the Corporation's stock and for categories of
holders of stock based on such criteria as the Board of Directors may deem
appropriate.

                      (ii) If the net asset value of the shares of a class of
stock held by a stockholder shall be less than the Minimum Amount then in effect
with respect to the shares of that class, or with respect to the category of
holders, in which the stockholder is included, the Corporation may redeem all of
those shares, upon notice given to the holder in accordance with paragraph (iii)
of this subsection (b), to the extent that the Corporation may lawfully effect
such redemption under the laws of the State of Maryland.

                      (iii) The notice referred to in paragraph (ii) of this
subsection (b) shall be in writing personally delivered or deposited in the
mail, at least thirty days (or such other number of days as may be specified
from time to time by the Board of Directors) prior to such redemption. If
mailed, the notice shall be addressed to the stockholder at his post office
address as shown on the books of the Corporation, and sent by first class mail,
postage prepaid. The price for shares acquired by the Corporation pursuant to
this subsection (b) shall be an amount equal to the net asset value of such
shares.



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                  (c) Payment for shares of stock redeemed by the Corporation
shall be made by the Corporation within seven business days of such surrender
out of the funds legally available therefor, provided that the Corporation may
suspend the right of the stockholders to redeem shares of stock and may postpone
the right of those holders to receive payment for any shares when permitted or
required to do so by applicable statutes or regulations. Payment of the
aggregate price of shares surrendered for redemption may be made in cash or, at
the option of the Corporation, wholly or partly in such portfolio securities of
the Corporation as the Corporation shall select.

                  (d) The Corporation may at any time redeem all of the
outstanding shares of any class of stock at the net asset value thereof. The
redemption price may be paid in cash, portfolio securities or, if the portfolio
securities have been transferred, the consideration received for the transfer,
including stock of another class of stock of the Corporation or securities of
another corporation or other entity.

                  (9) For the purpose of allowing the net asset value per share
of one or more classes of stock to remain constant, the Corporation shall be
entitled to declare and pay or credit as dividends daily the net income (which
may include or give effect to realized and unrealized gains and losses, as
determined in accordance with the Corporation's accounting and portfolio
valuation policies) of the Corporation allocated to such class or classes. If
the amounts so determined for any day for any such class or classes are
negative, the Corporation shall be entitled, without the payment of monetary
compensation but in consideration of the interest of the Corporation and its
stockholders in maintaining a constant net asset value per share of such class
or classes, to redeem pro rata from all the holders of record of shares of such
class or classes at the time of such redemption (in proportion to their
respective holdings thereof)



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sufficient outstanding shares of each such class or classes, or fractions
thereof, as shall permit the net asset value per share of the class or classes
to remain constant.

                  (10) The Corporation may issue shares of stock in fractional
denominations to the same extent as its whole shares, and shares in fractional
denominations shall be shares of stock having proportionately to the respective
fractions represented thereby all the rights of whole shares, including without
limitation, the right to vote, the right to receive dividends and distributions,
and the right to participate upon liquidation of the Corporation, but excluding
the right to receive a stock certificate representing fractional shares.

                  (11) No stockholder shall be entitled to any preemptive right
other than as the Board of Directors may establish.

         SIXTH: The number of directors of the Corporation shall be one. The
number of directors of the Corporation may be changed pursuant to the By-Laws of
the Corporation. The name of the initial director who shall serve until the
first annual meeting of stockholders or until his successor is duly chosen and
qualifies is Howard V. Sontag.

         SEVENTH: The following provisions are inserted for the purpose of
defining, limiting and regulating the powers of the Corporation and of the Board
of Directors and stockholders.

                  (a) In addition to its other powers explicitly or implicitly
granted under these Articles of Incorporation, by law or otherwise, the Board of
Directors of the Corporation:

                      (i) is expressly authorized to make, alter, amend or
repeal the By-Laws of the Corporation;



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                      (ii) may from time to time determine to what extent, at
what times and places, and under what conditions and regulations the accounts,
books and records of the Corporation, or any of them, shall be open to the
inspection of the stockholders, and no stockholder shall have any right to
inspect any account, book or document of the Corporation, except as conferred by
statute or as authorized by the Board of Directors of the Corporation;

                      (iii) is empowered to authorize, without stockholder
approval, the issuance and sale from time to time of shares of any class of
stock of the Corporation whether now or hereafter authorized;

                      (iv) is authorized to adopt procedures for determination
of and to maintain constant the net asset value of shares of one or more classes
of the Corporation's stock; and

                      (v) is authorized to declare dividends out of funds
legally available therefor on shares of each class of stock of the Corporation
payable in such amounts and at such times as it determines, including
declaration by means of a formula or similar method and including dividends
declared or payable more frequently than meetings of the Board of Directors.

                  (b) Notwithstanding any provision of the Maryland General
Corporation Law requiring a greater proportion than a majority of the votes of
all classes or of any class of the Corporation's stock entitled to be cast in
order to take or authorize any action, any such action may be taken or
authorized upon the concurrence of a majority of the aggregate number of votes
entitled to be cast thereon.



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                  (c) The presence in person or by proxy of the holders of
shares entitled to cast one-third of the votes entitled to be cast (without
regard to class) shall constitute a quorum at any meeting of the stockholders,
except with respect to any matter which, under applicable statutes or regulatory
requirements or the Corporation's charter, requires approval by a separate vote
of one or more classes of stock, in which case the presence in person or by
proxy of the holders of shares entitled to cast one-third of the votes entitled
to be cast on the matter shall constitute a quorum.

                  (d) Any determination made in good faith by or pursuant to the
direction of the Board of Directors, as to the amount of the assets, debts,
obligations, or liabilities of the Corporation, as to the amount of any reserves
or charges set up and the propriety thereof, as to the time of or purpose for
creating such reserves or charges, as to the use, alteration or cancellation of
any reserves or charges (whether or not any debt, obligation, or liability for
which such reserves or charges shall have been created shall be then or
thereafter required to be paid or discharged), as to the value of or the method
of valuing any investment owned or held by the Corporation, as to market value
or fair value of any investment or fair value of any other asset of the
Corporation, as to the allocation of any asset of the Corporation to a
particular class or classes of the Corporation's stock, as to the charging of
any liability of the Corporation to a particular class or classes of the
Corporation's stock, as to the number of shares of the Corporation outstanding,
as to the estimated expense to the Corporation in connection with purchases of
its shares, as to the ability to liquidate investments in orderly fashion, or as
to any other matters relating to the issue, sale, redemption or other
acquisition or disposition of investments or shares of the



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Corporation, shall be final and conclusive and shall be binding upon the
Corporation and all holders of its shares, past, present and future, and shares
of the Corporation are issued and sold on the condition and understanding that
any and all such determinations shall be binding as aforesaid.

         EIGHTH: (1) To the full extent that limitations on the liability of
directors and officers are permitted by the Maryland General Corporation Law, no
director or officer of the Corporation shall have any liability to the
Corporation or its stockholders for damages. This limitation on liability
applies to events occurring at the time a person serves as a director or officer
of the Corporation whether or not that person is a director or officer at the
time of any proceeding in which liability is asserted.

                  (2) The Corporation shall indemnify and advance expenses to
its currently acting and its former directors to the full extent that
indemnification of directors is permitted by the Maryland General Corporation
Law. The Corporation shall indemnify and advance expenses to its officers to the
same extent as its directors and may do so to such further extent as is
consistent with law. The Board of Directors may by By-Law, resolution or
agreement make further provision for indemnification of directors, officers,
employees and agents to the full extent permitted by the Maryland General
Corporation Law.

                  (3) No provision of this Article EIGHTH shall be effective to
protect or purport to protect any director or officer of the Corporation against
any liability to the Corporation or its stockholders to which he would otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office.

                  (4) References to the Maryland General Corporation Law in this
Article EIGHTH are to that law as from time to time amended. No amendment to the
charter of



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the Corporation shall affect any right of any person under this Article EIGHTH
based on any event, omission or proceeding prior to the amendment.

         NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in these Articles of Incorporation or in any
amendment hereto in the manner now or hereafter prescribed by the laws of the
State of Maryland, including any amendment which alters the contract rights, as
expressly set forth in these Articles of Incorporation, of any outstanding
stock, and all rights conferred upon stockholders herein are granted subject to
this reservation.

         IN WITNESS WHEREOF, the undersigned, being the incorporator of the
Corporation, has adopted and signed these Articles of Incorporation and does
hereby acknowledge that the adoption and signing are his act.


                                             /s/ Edward J. Burke
                                             ------------------------
                                             Edward J. Burke

Dated:   May 16, 1991






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