UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION


          SECURITIES ACT OF 1933
          Release No. 7670 / April 21, 1999


                                   :
          In the Matter of         :  ORDER UNDER RULE 602(e) UNDER THE
                                   :  SECURITIES ACT OF 1933, GRANTING
          Lazard Frères & Co. LLC, :  A WAIVER OF THE DISQUALIFICATION
                Respondent.        :  PROVISION OF RULE 602(c)(3)
                                   :


               Lazard Frères & Co. LLC ("Lazard") has submitted a
          letter, dated April 14, 1999, for a waiver of the
          disqualification from the exemption under Regulation E arising
          from Lazard’s settlement of an administrative proceeding
          commenced by the Commission.  On April 21, 1999, pursuant to
          Lazard’s offer of settlement, the Commission issued an Order
          Instituting Administrative Proceedings, Making Findings of
          Fact, Instituting a Cease-and-Desist Order, and Imposing
          Remedial Sanctions (the "Order").  The Order censures Lazard
          and requires Lazard: (a) to cease and desist from committing
          or causing any violations and any future violations of Section
          17(a) of the Securities Act of 1933 ("Securities Act") and
          Section 10(b) of the Securities Exchange Act of 1934
          ("Exchange Act") and Rule 10b-5 thereunder; (b) to pay
          disgorgement of $272,759 and prejudgment interest of $174,615
          to the Passaic Valley Sewerage Commissioners; (c) to comply
          with its undertaking to make the following payments: $305,421
          to the City of Pittsburgh; $1,355,719 to the Municipality of
          Seattle; $1,221,995 to the City of Indianapolis Public
          Improvement Bond Bank; and $218,240 to the City of
          Indianapolis; and (d) to comply with its undertaking to pay
          $7,451,251 to the United States Treasury under an agreement
          simultaneously entered into among Lazard, the Internal Revenue
          Service and the United States Attorney for the Southern
          District of New York.

               The Regulation E exemption is not available for the
          securities of an issuer if a director, officer, principal
          security holder, investment adviser or underwriter of the
          securities to be offered, or any partner, director or officer
          of such investment adviser or underwriter, is subject to a
          Commission order pursuant to Section 15(b) of the Exchange
          Act.  See Rule 602(c)(3) under the Securities Act.  The
          Commission may waive the disqualification upon a showing of
          good cause.  See Rule 602(e).

               Based on the representations set forth in Lazard’s
          request, the Commission has determined that a showing of good
          cause has been made pursuant to Rule 602(e) and that the
          request for a waiver of the disqualification should be
          granted.  Accordingly,

          IT IS ORDERED, pursuant to Rule 602(e) under the Securities Act, that a
          waiver from the application of the disqualification provision
          of Rule 602(c)(3) under the Securities Act resulting from the
          entry of the Order is hereby granted.

          By the Commission.



                                          Jonathan G. Katz
                                          Secretary