Knightley was never officially offered the part, but has been unofficially linked to the role for some time after meetings with the producers Cameron Mackintosh and Duncan Kenworthy.
Knightly felt that the project was taking too long to get off the ground and opted out.
John Madden ("Shakespeare In Love," "The Debt") will direct the film from Emma Thompson's screenplay.
There are various names floating out there to fill the lead role--the latest are Carey Mulligan, Gemma Arterton and Emily Blunt.
The film had trouble finding a director at one point with Danny Boyle and Joe Wright, both circling the big chair at one time.
Filming on "Lady" is expected to begin on locations in London later in the year.
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