* Lazard to repurchase 1.7 mln shares

* Planned share buyback to offset staff incentive plan (Updates with background, details of sale)

NEW YORK, June 2 (Reuters) - Shareholders in merger adviser Lazard Ltd (LAZ.N: Quote, Profile, Research) are selling about 5.7 million shares in an underwritten public offering, the company said in a statement on Tuesday.

Subsidiary Lazard Group is set to buy 1.7 million of the shares as part of its share buyback program. The buyback program aims to offset shares issued as part of the adviser's employee incentive plans, the company said.

Lazard is not receiving any of the proceeds from the sale of the remaining 4 million shares, according to the statement.

Before Tuesday's sale, current and former managing directors owned 53.4 percent of Lazard Ltd. Following the sale of Lazard shares, they will own 50 percent of Lazard Ltd.

Bruce Wasserstein, Lazard's chairman and chief executive officer, was not among those selling shares on Tuesday, according to a prospectus filed with the Securities and Exchange Commission.

Lazard owned about 62.4 percent of the common membership interests in Lazard Group at the end of December, according the company's annual filing.

Shares in Lazard closed up 13 cents at $28.00 on Tuesday. (Reporting by Elinor Comlay and Steve Eder; Editing Bernard Orr)