Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Lazard Ltd
  2. Issuer Name and Ticker or Trading Symbol
Sapphire Industrials Corp. [FYR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
30 ROCKEFELLER PLAZA, 
3. Date of Earliest Transaction (Month/Day/Year)
03/05/2008
(Street)

NEW YORK, NY 10020
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, Par Value $.001 Per Share (1) (2) 03/05/2008   D   2,271,600 D (1) (2) 20,144,000 I See Footnote (3)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Founder Warrants (1) (2) $ 7.5 03/05/2008   D     2,271,600   (4)   (4) Common Stock, Par Value $0.001 Per Share 2,271,600 (1) (2) 15,144,000 I See Footnote (3)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Lazard Ltd
30 ROCKEFELLER PLAZA
NEW YORK, NY 10020
  X   X    
Lazard Group LLC
30 ROCKEFELLER PLAZA
NEW YORK, NY 10020
    X    
Lazard Funding LTD LLC
C/O SAPPHIRE INDUSTRIALS CORP.
30 ROCKEFELLER PLAZA, 62ND FLOOR
NEW YORK, NY 10020
    X    

Signatures

 /s/ Michael J. Castellano, Chief Financial Officer for Lazard Ltd   03/05/2008
**Signature of Reporting Person Date

 /s/ Michael J. Castellano, Chief Financial Officer for Lazard Group LLC   01/24/2008
**Signature of Reporting Person Date

 /s/ Michael J. Castellano, Chief Financial Officer for Lazard Funding Limited LLC   01/24/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) As reported on the Reporting Person's Form 3 filed on January 17, 2008, the Reporting Person owned 17,415,600 founder units ("Founder Units") of Sapphire Industrials Corp (the "Issuer"), each consisting of one share of common stock, par value $0.001 per share ("Common Stock") and one warrant ("Founder Warrants"). Each Founder Warrant entitles the holder to purchase one share of Common Stock for $7.50 per share. The 2,271,600 shares of Common Stock and the 2,271,600 Founder Warrants reported on this Form 4 comprise 2,271,600 Founder Units that were redeemed by the Issuer at $0.00625 per unit pursuant to the terms of the Initial Unit Subscription Agreement between the Reporting Person and the Issuer, dated as of October 2, 2007.
(2) The Reporting Person also owns 5,000,000 shares of Common Stock and 5,000,000 warrants ("Public Warrants") purchased as part of units in the Issuer's initial public offering on January 24, 2008, as disclosed in the Reporting Person's Form 4 filed on January 24, 2008. Each Public Warrant entitles the holder to purchase one share of Common Stock for $7.00 per share.
(3) These securities are owned by Lazard Funding Limited LLC, whose sole member is Lazard Group LLC. Lazard Ltd controls, directly or indirectly, Lazard Group LLC. Lazard Ltd and Lazard Group LLC are indirect beneficial owners of the reported securities.
(4) The Founder Warrants (i) will become exercisable after the consummation of an initial business combination if and when the last sales price of the Common Stock exceeds $13.50 per share for any 20 trading days within any 30-trading day period beginning 90 days following the initial business combination, (ii) will not be redeemable by the Issuer as long as they are held by Lazard Funding Limited LLC or the Issuer's directors, or their permitted transferees, and (iii) will not expire until the fifth anniversary of the date of the registration statement relating to the initial public offering of the Issuer's securities.
 
Remarks:
Lazard Ltd, a joint filer hereunder, controls, directly or indirectly, Lazard Group LLC. Lazard Group LLC is the sole member of Lazard Funding Limited LLC. Lazard Funding Limited LLC beneficially owns the 20,144,000 shares of Common Stock described in Table 1 hereof and the 15,144,000 Founder Warrants described in Table 2 hereof. Lazard Ltd and Lazard Group LLC are indirect beneficial owners of the reported securities.

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