Registration No. 333-_____


   As filed with the Securities and Exchange Commission on September 26, 2000

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             -----------------------

                                  E-Z-EM, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>

<S>                                                        <C>
Delaware                                                                             11-1999504
(State or other jurisdiction of incorporation              (I.R.S. Employer Identification No.)
or organization)
</TABLE>

                                 717 Main Street
                            Westbury, New York 11590
               (Address of Principal Executive Offices) (Zip Code)

                       E-Z-EM, Inc. 1983 Stock Option Plan
                            (Full title of the plan)

                                 Howard S. Stern
                                  E-Z-EM, Inc.
                                 717 Main Street
                            Westbury, New York 11590
                    (Name and address of agent for service)

                                  516-333-8230
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                               Guy P. Lander, Esq.
                           Goodman Phillips & Vineberg
                           430 Park Avenue, 10th Floor
                            New York, New York 10022
                                  212-308-8866

<TABLE>
<CAPTION>
                         Calculation of Registration Fee
--------------------------- -------------------- ----------------------- ---------------------- ----------------------
   Title of Securities            Amount            Proposed Maximum       Proposed Maximum            Amount
          to be                    to be           Offering Price Per     Aggregate Offering             of
        Registered              Registered             Share (1)               Price (1)          Registration Fee
--------------------------- -------------------- ----------------------- ---------------------- ----------------------
<S>                             <C>                     <C>                   <C>                     <C>
         Class B
       Common Stock             800,000 (2)             $7.1875               $5,750,000              $1,518.00
        Par value,
      $.10 per share
--------------------------- -------------------- ----------------------- ---------------------- ----------------------
</TABLE>

(1) Estimated  solely for the purpose of computing the registration fee upon the
basis of  fluctuating  market  prices  pursuant to Rule 457(c) and (h) under the
Securities  Act of 1933, as amended.  The Proposed  Maximum  Offering  Price Per
Share was  determined by averaging the high and low prices of the Class B Common
Stock  of   E-Z-EM,  Inc.,  as  reported  on  the  American  Stock  Exchange  on
September 19, 2000.

(2) Consists of shares of Common Stock underlying options granted or that may be
granted under the Registrant's 1983 Stock Option Plan. There are also registered
hereby  such  indeterminate  number  of shares  of  Common  Stock as may  become
issuable by reason of the  operation  of the  anti-dilution  provisions  of that
Plan.


<PAGE>

                                EXPLANATORY NOTE

By  registration  statement on Form S-8 filed with the  Securities  and Exchange
Commission  (the  "Commission")  on November 27, 1984 (File No. 2-9458)  E-Z-EM,
Inc., a Delaware corporation (the "Registrant") registered 500,000 shares of its
common stock  reserved for issuance  from time to time upon  exercise of options
granted or to be granted  under the  E-Z-EM,  Inc.  1983 Stock  Option Plan (the
"1983 Option  Plan") and 200,000  shares of common  stock  reserved for issuance
from time to time upon  exercise of options  granted or to be granted  under the
E-Z-EM,  Inc.  1984  Directors  and  Consultants  Stock  Option  Plan (the "1984
Directors Plan").

By  registration  statement on Form S-8 filed with the  Commission on October 3,
1991 (File No. 33-43168) the Registrant  registered an additional 250,000 shares
of its common stock  reserved for  issuance  from time to time upon  exercise of
options  granted or to be granted  under the 1983 Option Plan.  In October 1992,
the Registrant effected a reclassification  ("Reclassification")  of its capital
stock  pursuant to which its  outstanding  shares of common  stock were  divided
equally  into shares of Class A voting  common  stock,  par value $.10 per share
("Class A Shares"),  and Class B  non-voting  common  stock,  par value $.10 per
share ("Class B Shares"). Pursuant to the Reclassification, the 1983 Option Plan
and the 1984  Directors  Plan were amended to provide  that options  outstanding
under both plans would  thereafter  be  exercisable  half for Class A Shares and
half for Class B Shares, and all future options granted under the plans would be
for Class B Shares only.

Subsequent to the Reclassification, by registration statements on Form S-8 filed
with the  Commission  on October 11, 1994 (File No.  33-85010)  and September 3,
1996 (File No. 333-11325) the Registrant  registered an additional 600,000 Class
B Shares  reserved  for  issuance  from time to time upon  exercise  of  options
granted or to be granted under the 1983 Option Plan,  and an additional  100,000
Class B Shares  reserved for issuance from time to time upon exercise of options
granted or to be granted under the 1984 Directors Plan.

In 1999,  the  Registrant's  Board of  Directors  and  shareholders  approved an
amendment to increase the number of Class B Shares authorized for issuance under
the 1983 Option Plan by 800,000 shares to a total of 2,617,974 shares (inclusive
of an  aggregate  of  467,974  additional  shares  authorized,  pursuant  to the
anti-dilution  provisions  of the 1983 Option Plan, by virtue of a 3-for-2 stock
split effected by the Registrant in 1986 and annual 3% stock dividends  declared
and paid by the  Registrant  for its 1993  through 1998 fiscal  years).  By this
registration  statement,  the Registrant is registering  the additional  800,000
Class B Shares  ("Additional Class B Shares") underlying options granted or that
may be  granted  under the 1983  Option  Plan.  Pursuant  to Form  S-8,  General
Instruction E, the Registrant  incorporates by reference  herein the contents of
the registration statements on Form S-8, file Nos. 2-9458,  33-43168,  33-85010,
and  333-11325,  to the extent  relating to the  registration  of the Additional
Class B Shares.

                                ITEM 8: EXHIBITS
                                ----------------

<TABLE>
<CAPTION>

Exhibit Number                              Exhibit
--------------      -----------------------------------------------------------------------------------------------
<S>                 <C>
     4.1            Restated  Certificate  of  Incorporation  of the  Registrant,  as amended  (incorporated  by
                    reference to Exhibit 3(i) of the Registrant's Annual Report on Form 10-K for the fiscal year
                    ended May 31, 1997).

     4.2            By-Laws  of  the  Registrant (incorporated by reference to Exhibit 3(ii) to the Registrant's
                    Annual  Report  on   Form  10-K  for  the   fiscal  year  ended  May 28,  1994,  filed under
                    Commission File No. 0-13003).

     4.3            1983  Stock  Option   Plan  of  the  Registrant,   as  amended  through   October  19,  1999
                    (incorporated by reference to Exhibit 3 to the  Registrant's  Quarterly  Report on Form 10-Q
                    for the quarterly period ended February 26, 2000).

     5              Opinion of Goodman Phillips & Vineberg

    23.1            Consent of Grant Thornton LLP

    23.2            Consent of Goodman Phillips & Vineberg (included as part of Exhibit 5)

    24              Power of Attorney (set forth on the signature page of the Registration Statement).
</TABLE>


<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Westbury,  State of New York,  United States, on the
26th day of September, 2000.

                        E-Z-EM, Inc.


                        By: /s/ Howard S. Stern
                            ----------------------------------------------------
                             Howard S. Stern, Chairman of the Board, Director

                                POWER OF ATTORNEY

     Each person whose  signature  appears below hereby appoints Howard S. Stern
his or her true and lawful  attorney-in-fact  with  authority  to execute in the
name of  each  such  person,  and to  file  with  the  Securities  and  Exchange
Commission,  together with any exhibits  thereto and other documents  therewith,
any and all amendments (including without limitation post-effective  amendments)
to this Registration  Statement  necessary or advisable to enable the Registrant
to  comply  with  the  Securities  Act of  1933,  as  amended,  and  any  rules,
regulations  and  requirements  of the  Securities  and Exchange  Commission  in
respect  thereof,  which  amendments may make such changes in this  Registration
Statement as the aforesaid attorney-in-fact deems appropriate.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

              Signature                                 Title                                       Date
              ---------                                 -----                                       ----

<S>                                         <C>                                                  <C>
/s/ Howard S. Stern                         Chairman of the Board and Director                   September 26, 2000
----------------------------------------
Howard S. Stern

/s/ Anthony A. Lombardo                     President, Chief Executive Officer                   September 26, 2000
----------------------------------------    and Director
Anthony A. Lombardo

/s/ Dennis J. Curtin                        Senior Vice President - Chief Financial Officer      September 26, 2000
----------------------------------------    (Principal Financial and Accounting Officer)
Dennis J. Curtin

/s/ Michael A. Davis                        Director                                             September 26, 2000
----------------------------------------
Michael A. Davis

/s/ Paul S. Echenberg                       Director                                             September 26, 2000
----------------------------------------
Paul S. Echenberg

/s/ James L. Katz                           Director                                             September 26, 2000
----------------------------------------
James L. Katz

/s/ Donald A. Meyer                         Director                                             September 26, 2000
----------------------------------------
Donald A. Meyer

/s/ David P. Meyers                         Director                                             September 26, 2000
----------------------------------------
David P. Meyers

/s/ Robert M. Topol                         Director                                             September 26, 2000
----------------------------------------
Robert M. Topol
</TABLE>



<PAGE>



                                  EXHIBIT INDEX




<TABLE>
<CAPTION>

Exhibit
Number                                                 Exhibit
-------       ---------------------------------------------------------------------------------------------

<S>           <C>
   4.1        Restated  Certificate  of  Incorporation of  the  Registrant,  as amended   (incorporated  by
              reference to Exhibit 3(i) of the Registrant's  Annual Report on Form 10-K for the fiscal year
              ended May 31, 1997).

   4.2        By-Laws of the Registrant (incorporated  by  reference to Exhibit 3(ii)  to the  Registrant's
              Annual  Report  on   Form  10-K  for   the  fiscal   year  ended  May  28, 1994,  filed under
              Commission  File No. 0-13003).

   4.3        1983  Stock  Option  Plan   of   the  Registrant,  as  amended   through   October  19,  1999
              (incorporated by reference to Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q for
              the  quarterly period ended February 26, 2000).

   5          Opinion of Goodman Phillips & Vineberg

  23.1        Consent of Grant Thornton LLP

  23.2        Consent of Goodman Phillips & Vineberg (included as part of Exhibit 5)

  24          Power of Attorney (set forth on the signature page of the Registration Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "s-8_23692.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 13566}]
{"company-data": {"conformed-name": "EZ EM INC", "cik": "0000727008", "assigned-sic": "2835", "irs-number": "111999504", "state-of-incorporation": "DE", "fiscal-year-end": "0529"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46600", "film-number": "728760"}, "business-address": {"street1": "717 MAIN ST", "city": "WESTBURY", "state": "NY", "zip": "11590", "phone": "5163338230"}}
Registration No. 333-_____

   As filed with the Securities and Exchange Commission on September 26, 2000

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             -----------------------

                                  E-Z-EM, INC.
             (Exact name of registrant as specified in its charter)
Delaware                                                                             11-1999504
(State or other jurisdiction of incorporation              (I.R.S. Employer Identification No.)
or organization)
717 Main Street
                            Westbury, New York 11590
               (Address of Principal Executive Offices) (Zip Code)

                       E-Z-EM, Inc. 1983 Stock Option Plan
                            (Full title of the plan)

                                 Howard S. Stern
                                  E-Z-EM, Inc.
                                 717 Main Street
                            Westbury, New York 11590
                    (Name and address of agent for service)

                                  516-333-8230
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                               Guy P. Lander, Esq.
                           Goodman Phillips & Vineberg
                           430 Park Avenue, 10th Floor
                            New York, New York 10022
                                  212-308-8866
Calculation of Registration Fee
--------------------------- -------------------- ----------------------- ---------------------- ----------------------
   Title of Securities            Amount            Proposed Maximum       Proposed Maximum            Amount
          to be                    to be           Offering Price Per     Aggregate Offering             of
        Registered              Registered             Share (1)               Price (1)          Registration Fee
--------------------------- -------------------- ----------------------- ---------------------- ----------------------
Class B
       Common Stock             800,000 (2)             $7.1875               $5,750,000              $1,518.00
        Par value,
      $.10 per share
--------------------------- -------------------- ----------------------- ---------------------- ----------------------
(1) Estimated  solely for the purpose of computing the registration fee upon the
basis of  fluctuating  market  prices  pursuant to Rule 457(c) and (h) under the
Securities  Act of 1933, as amended.  The Proposed  Maximum  Offering  Price Per
Share was  determined by averaging the high and low prices of the Class B Common
Stock  of   E-Z-EM,  Inc.,  as  reported  on  the  American  Stock  Exchange  on
September 19, 2000.

(2) Consists of shares of Common Stock underlying options granted or that may be
granted under the Registrant's 1983 Stock Option Plan. There are also registered
hereby  such  indeterminate  number  of shares  of  Common  Stock as may  become
issuable by reason of the  operation  of the  anti-dilution  provisions  of that
Plan.
EXPLANATORY NOTE

By  registration  statement on Form S-8 filed with the  Securities  and Exchange
Commission  (the  "Commission")  on November 27, 1984 (File No. 2-9458)  E-Z-EM,
Inc., a Delaware corporation (the "Registrant") registered 500,000 shares of its
common stock  reserved for issuance  from time to time upon  exercise of options
granted or to be granted  under the  E-Z-EM,  Inc.  1983 Stock  Option Plan (the
"1983 Option  Plan") and 200,000  shares of common  stock  reserved for issuance
from time to time upon  exercise of options  granted or to be granted  under the
E-Z-EM,  Inc.  1984  Directors  and  Consultants  Stock  Option  Plan (the "1984
Directors Plan").

By  registration  statement on Form S-8 filed with the  Commission on October 3,
1991 (File No. 33-43168) the Registrant  registered an additional 250,000 shares
of its common stock  reserved for  issuance  from time to time upon  exercise of
options  granted or to be granted  under the 1983 Option Plan.  In October 1992,
the Registrant effected a reclassification  ("Reclassification")  of its capital
stock  pursuant to which its  outstanding  shares of common  stock were  divided
equally  into shares of Class A voting  common  stock,  par value $.10 per share
("Class A Shares"),  and Class B  non-voting  common  stock,  par value $.10 per
share ("Class B Shares"). Pursuant to the Reclassification, the 1983 Option Plan
and the 1984  Directors  Plan were amended to provide  that options  outstanding
under both plans would  thereafter  be  exercisable  half for Class A Shares and
half for Class B Shares, and all future options granted under the plans would be
for Class B Shares only.

Subsequent to the Reclassification, by registration statements on Form S-8 filed
with the  Commission  on October 11, 1994 (File No.  33-85010)  and September 3,
1996 (File No. 333-11325) the Registrant  registered an additional 600,000 Class
B Shares  reserved  for  issuance  from time to time upon  exercise  of  options
granted or to be granted under the 1983 Option Plan,  and an additional  100,000
Class B Shares  reserved for issuance from time to time upon exercise of options
granted or to be granted under the 1984 Directors Plan.

In 1999,  the  Registrant's  Board of  Directors  and  shareholders  approved an
amendment to increase the number of Class B Shares authorized for issuance under
the 1983 Option Plan by 800,000 shares to a total of 2,617,974 shares (inclusive
of an  aggregate  of  467,974  additional  shares  authorized,  pursuant  to the
anti-dilution  provisions  of the 1983 Option Plan, by virtue of a 3-for-2 stock
split effected by the Registrant in 1986 and annual 3% stock dividends  declared
and paid by the  Registrant  for its 1993  through 1998 fiscal  years).  By this
registration  statement,  the Registrant is registering  the additional  800,000
Class B Shares  ("Additional Class B Shares") underlying options granted or that
may be  granted  under the 1983  Option  Plan.  Pursuant  to Form  S-8,  General
Instruction E, the Registrant  incorporates by reference  herein the contents of
the registration statements on Form S-8, file Nos. 2-9458,  33-43168,  33-85010,
and  333-11325,  to the extent  relating to the  registration  of the Additional
Class B Shares.

                                ITEM 8: EXHIBITS
                                ----------------
Exhibit Number                              Exhibit
--------------      -----------------------------------------------------------------------------------------------
4.1            Restated  Certificate  of  Incorporation  of the  Registrant,  as amended  (incorporated  by
                    reference to Exhibit 3(i) of the Registrant's Annual Report on Form 10-K for the fiscal year
                    ended May 31, 1997).

     4.2            By-Laws  of  the  Registrant (incorporated by reference to Exhibit 3(ii) to the Registrant's
                    Annual  Report  on   Form  10-K  for  the   fiscal  year  ended  May 28,  1994,  filed under
                    Commission File No. 0-13003).

     4.3            1983  Stock  Option   Plan  of  the  Registrant,   as  amended  through   October  19,  1999
                    (incorporated by reference to Exhibit 3 to the  Registrant's  Quarterly  Report on Form 10-Q
                    for the quarterly period ended February 26, 2000).

     5              Opinion of Goodman Phillips & Vineberg

    23.1            Consent of Grant Thornton LLP

    23.2            Consent of Goodman Phillips & Vineberg (included as part of Exhibit 5)

    24              Power of Attorney (set forth on the signature page of the Registration Statement).
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Westbury,  State of New York,  United States, on the
26th day of September, 2000.

                        E-Z-EM, Inc.

                        By: /s/ Howard S. Stern
                            ----------------------------------------------------
                             Howard S. Stern, Chairman of the Board, Director

                                POWER OF ATTORNEY

     Each person whose  signature  appears below hereby appoints Howard S. Stern
his or her true and lawful  attorney-in-fact  with  authority  to execute in the
name of  each  such  person,  and to  file  with  the  Securities  and  Exchange
Commission,  together with any exhibits  thereto and other documents  therewith,
any and all amendments (including without limitation post-effective  amendments)
to this Registration  Statement  necessary or advisable to enable the Registrant
to  comply  with  the  Securities  Act of  1933,  as  amended,  and  any  rules,
regulations  and  requirements  of the  Securities  and Exchange  Commission  in
respect  thereof,  which  amendments may make such changes in this  Registration
Statement as the aforesaid attorney-in-fact deems appropriate.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.
Signature                                 Title                                       Date
              ---------                                 -----                                       ----
/s/ Howard S. Stern                         Chairman of the Board and Director                   September 26, 2000
----------------------------------------
Howard S. Stern

/s/ Anthony A. Lombardo                     President, Chief Executive Officer                   September 26, 2000
----------------------------------------    and Director
Anthony A. Lombardo

/s/ Dennis J. Curtin                        Senior Vice President - Chief Financial Officer      September 26, 2000
----------------------------------------    (Principal Financial and Accounting Officer)
Dennis J. Curtin

/s/ Michael A. Davis                        Director                                             September 26, 2000
----------------------------------------
Michael A. Davis

/s/ Paul S. Echenberg                       Director                                             September 26, 2000
----------------------------------------
Paul S. Echenberg

/s/ James L. Katz                           Director                                             September 26, 2000
----------------------------------------
James L. Katz

/s/ Donald A. Meyer                         Director                                             September 26, 2000
----------------------------------------
Donald A. Meyer

/s/ David P. Meyers                         Director                                             September 26, 2000
----------------------------------------
David P. Meyers

/s/ Robert M. Topol                         Director                                             September 26, 2000
----------------------------------------
Robert M. Topol
EXHIBIT INDEX
Exhibit
Number                                                 Exhibit
-------       ---------------------------------------------------------------------------------------------
4.1        Restated  Certificate  of  Incorporation of  the  Registrant,  as amended   (incorporated  by
              reference to Exhibit 3(i) of the Registrant's  Annual Report on Form 10-K for the fiscal year
              ended May 31, 1997).

   4.2        By-Laws of the Registrant (incorporated  by  reference to Exhibit 3(ii)  to the  Registrant's
              Annual  Report  on   Form  10-K  for   the  fiscal   year  ended  May  28, 1994,  filed under
              Commission  File No. 0-13003).

   4.3        1983  Stock  Option  Plan   of   the  Registrant,  as  amended   through   October  19,  1999
              (incorporated by reference to Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q for
              the  quarterly period ended February 26, 2000).

   5          Opinion of Goodman Phillips & Vineberg

  23.1        Consent of Grant Thornton LLP

  23.2        Consent of Goodman Phillips & Vineberg (included as part of Exhibit 5)

  24          Power of Attorney (set forth on the signature page of the Registration Statement).