UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT
    Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)          January 17, 2005
                                                --------------------------------

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

   Delaware                        1-11479                      11-1999504
--------------------------------------------------------------------------------
(State or other jurisdiction       (Commission              (I.R.S. Employer
      of incorporation)            File Number)             Identification No.)

     1111 Marcus Avenue, Lake Success, New York                  11042
--------------------------------------------------------------------------------
         (Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code      (516) 333-8230
                                                  ------------------------------


--------------------------------------------------------------------------------
        (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))


<PAGE>


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.

         On January 17, 2005, the Board of Directors (the "Board") of E-Z-EM,
Inc., a Delaware corporation (the "Company") unanimously adopted Amended and
Restated By-Laws for the Company (the "By-Laws") which amend, restate and
replace in their entirety the Company's prior By-Laws. Following is a summary
of the material provisions of the Amended and Restated By-Laws. This summary
is qualified in its entirety by reference to the full text of the Amended and
Restated By-Laws, a copy of which is filed as Exhibit 3.2 to this Current
Report on Form 8-K and incorporated herein by reference.

General

    o    Offices. The registered office of the Company shall be in Wilmington,
         Delaware. The Company may also have other offices as the Board may
         determine.

Stockholders

    o    Annual Meetings of Stockholders. The Annual Meeting of the
         Stockholders to elect the directors as well as any other meetings
         shall be held in the place and at the time decided by the Board of
         Directors. Only business specified in the notice of meeting or
         properly brought before the Annual Meeting by the Board or by any
         stockholder may be addressed.

    o    Special Meetings of Stockholders. Special Meetings of the
         Stockholders may be called by either the Chairman, the President, any
         Vice-President, the Secretary, or any Assistant Secretary and shall
         be called by such officer at the request in writing of the Board or a
         committee of the Board which has been delegated such authority.
         Special Meetings may no longer be called by the holders of a majority
         of the outstanding shares of stock of the Company entitled to vote at
         the meeting or by either of the founders of the Company. Any request
         for a Special Meeting shall state the purpose of the meeting and only
         such purposes shall be addressed at such meeting.

    o    Advance Notice Requirements. The nomination of persons for election
         to the Board may be made at any Annual Meeting, or at any Special
         Meeting called for the purpose of electing directors, by either the
         Board or by a stockholder who complies with the appropriate notice
         procedures. To be timely a stockholder's notice must be mailed not
         less than 90 days nor more than 120 days prior to the anniversary
         date of the immediately preceding Annual Meeting.

    o    Notice of Stockholder Meetings. Whenever stockholders are required or
         permitted to take any action at a meeting, written notice of the
         meeting must be given not less than 10 nor more than 60 days before
         the date of the meeting.

    o    Quorum. The holders of a majority of the Company's capital stock
         shall constitute a quorum at all meetings. Any question brought
         before the stockholders, other than the election of directors, shall
         be decided by a majority of the votes present in person or
         represented by proxy at a meeting. Stockholders may act by written
         consent in lieu of a meeting provided such consent is signed by the
         holders of outstanding stock having not less than the minimum number
         of votes that would be necessary to take such action at a meeting at
         which all shares entitled to vote were present.

Board of Directors

    o    Board Composition. The Board shall consist of not less than 1 nor
         more than 15 directors, the exact number of which shall be fixed by
         the Board. The Board shall be divided into three classes, with each
         class serving a staggered three-year term. Only one class of
         directors stands for election each year. Board members shall be
         elected by a plurality of the votes cast at each Annual Meeting.

    o    Vacancies. Vacancies shall be filled by the vote of a majority of the
         directors then in office, even though less than a quorum, or by the
         sole remaining director. The directors shall manage the business and
         affairs of the Company.

    o    Board Meetings. The Board may hold meetings at such times and places
         as the Board determines. Special meetings of the Board may be called
         by the Chairman, the President or by the Chairman at the request of a
         majority of the Board.

    o    Resignation; Removal. Any director may resign at any time by giving
         notice in writing. Directors may be removed from office at any time,
         but only for cause, and only by the affirmative vote of the holders of
         at least a majority in voting power of the capital stock of the
         Company entitled to vote in the election of directors. The requirement
         under the Company's previous By-Laws of an 80% stockholder vote for
         directors to be removed for cause has been eliminated in the Amended
         and Restated By-Laws.

    o    Quorum. A majority of the entire Board shall constitute a quorum.

    o    Board Action. The Board may act by unanimous written consent to take
         any action required or permitted to be taken at any meeting of the
         Board. Directors may participate in meetings by telephone.

    o    Committees. The Board may designate one or more committees and grant
         to such committees any and all powers and authority of the Board.

    o    Compensation. Directors may be paid expenses for attending meetings
         of the Board and may receive a fixed sum for attendance at each
         meeting of the Board, payable in cash or securities.

    o    Interested Transactions. No contract or transaction between the
         Company and one or more of the directors or officers or any other
         entity in which one or more of the directors or officers are
         directors or officers or have a financial interest, shall be void
         solely for such reason.

Officers

    o    Appointment. The Board may choose officers at its discretion.

    o    Officers. The Company shall have a President, Secretary and Chief
         Financial Officer. The Board may also choose one or more Vice
         Presidents, Assistant Secretaries and other officers. The Board shall
         elect officers and may remove officers at any time. The Amended and
         Restated By-Laws set forth certain basic powers and duties of each of
         the Company's officers.

    o    Compensation. The salaries of all officers shall be fixed by the
         Board.

Capital Stock

    o    Certificates. Every holder of stock is entitled to a certificate
         certifying the number of shares held by such stockholder. Stock may
         be transferred only by the person named in the certificate or by such
         person's attorney and upon the surrender of the certificate properly
         endorsed for transfer and payment of all necessary transfer taxes.

    o    Record Date. The Board may fix dividend record dates to determine the
         stockholders entitled to receive payment of a dividend or
         distribution. Any stockholder wishing to engage in a consent
         solicitation must first request that the Board set a record date for
         the solicitation. Upon receiving such a request, the Board must
         respond within ten (10) days of such request and may set a record
         date for such solicitation that is up to ten (10) days after the date
         of its response.

    o    Transfer Agent and Registrar. The Company may maintain one or more
         transfer agents or agencies and registry offices or agencies at such
         place as may be determined by the Board.

Indemnification

    o    Indemnification. The Amended and Restated By-Laws provide
         indemnification to persons that are or were directors, directors
         emeritus or officers of the Company to the fullest extent permitted
         by Delaware law.

    o    Advancement. The Company shall advance expenses incurred by a
         director or officer in defending any civil, criminal, administrative
         or investigative action, suit or proceeding in advance of a final
         disposition.

    o    Insurance. The Company may purchase insurance on behalf of any person
         who is or was a director or officer.

Amendments

    o    Power to Amend. The Amended and Restated By-Laws may be altered,
         amended or repealed in whole or in part, by the stockholders or by
         the Board.

    o    Requirements. All such amendments must be approved by either the
         holders of a majority of the outstanding stock entitled to vote or by
         a majority of the entire Board then in office.

Item 9.01.   Financial Statements and Exhibits.

         (c)      Exhibits

Exhibit No.  Description

3.2          Amended and Restated By-Laws of E-Z-EM, Inc. effective as of
             January 17, 2005.


<PAGE>


                                  SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                           E-Z-EM, INC.

Date: January 21, 2005
                                      By:      /s/ Peter J. Graham
                                          ---------------------------------
                                           Peter J. Graham
                                           Vice President - General Counsel and
                                           Secretary


<PAGE>

                                 Exhibit Index





Exhibit No.   Description

3.2           Amended and Restated By-Laws of E-Z-EM, Inc. effective as of
              January 17, 2005.
[{"type": "8-K", "sequence": "1", "filename": "bylaw8-k.txt", "description": "FORM 8-K", "secsgml_size_bytes": 12013}]
{"company-data": {"conformed-name": "EZ EM INC", "cik": "0000727008", "assigned-sic": "2835", "irs-number": "111999504", "state-of-incorporation": "DE", "fiscal-year-end": "0105"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-100878", "film-number": "05541956"}, "business-address": {"street1": "717 MAIN ST", "city": "WESTBURY", "state": "NY", "zip": "11590", "phone": "5163338230"}}
UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT
    Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)          January 17, 2005
                                                --------------------------------

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

   Delaware                        1-11479                      11-1999504
--------------------------------------------------------------------------------
(State or other jurisdiction       (Commission              (I.R.S. Employer
      of incorporation)            File Number)             Identification No.)

     1111 Marcus Avenue, Lake Success, New York                  11042
--------------------------------------------------------------------------------
         (Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code      (516) 333-8230
                                                  ------------------------------

--------------------------------------------------------------------------------
        (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.

         On January 17, 2005, the Board of Directors (the "Board") of E-Z-EM,
Inc., a Delaware corporation (the "Company") unanimously adopted Amended and
Restated By-Laws for the Company (the "By-Laws") which amend, restate and
replace in their entirety the Company's prior By-Laws. Following is a summary
of the material provisions of the Amended and Restated By-Laws. This summary
is qualified in its entirety by reference to the full text of the Amended and
Restated By-Laws, a copy of which is filed as Exhibit 3.2 to this Current
Report on Form 8-K and incorporated herein by reference.

General

    o    Offices. The registered office of the Company shall be in Wilmington,
         Delaware. The Company may also have other offices as the Board may
         determine.

Stockholders

    o    Annual Meetings of Stockholders. The Annual Meeting of the
         Stockholders to elect the directors as well as any other meetings
         shall be held in the place and at the time decided by the Board of
         Directors. Only business specified in the notice of meeting or
         properly brought before the Annual Meeting by the Board or by any
         stockholder may be addressed.

    o    Special Meetings of Stockholders. Special Meetings of the
         Stockholders may be called by either the Chairman, the President, any
         Vice-President, the Secretary, or any Assistant Secretary and shall
         be called by such officer at the request in writing of the Board or a
         committee of the Board which has been delegated such authority.
         Special Meetings may no longer be called by the holders of a majority
         of the outstanding shares of stock of the Company entitled to vote at
         the meeting or by either of the founders of the Company. Any request
         for a Special Meeting shall state the purpose of the meeting and only
         such purposes shall be addressed at such meeting.

    o    Advance Notice Requirements. The nomination of persons for election
         to the Board may be made at any Annual Meeting, or at any Special
         Meeting called for the purpose of electing directors, by either the
         Board or by a stockholder who complies with the appropriate notice
         procedures. To be timely a stockholder's notice must be mailed not
         less than 90 days nor more than 120 days prior to the anniversary
         date of the immediately preceding Annual Meeting.

    o    Notice of Stockholder Meetings. Whenever stockholders are required or
         permitted to take any action at a meeting, written notice of the
         meeting must be given not less than 10 nor more than 60 days before
         the date of the meeting.

    o    Quorum. The holders of a majority of the Company's capital stock
         shall constitute a quorum at all meetings. Any question brought
         before the stockholders, other than the election of directors, shall
         be decided by a majority of the votes present in person or
         represented by proxy at a meeting. Stockholders may act by written
         consent in lieu of a meeting provided such consent is signed by the
         holders of outstanding stock having not less than the minimum number
         of votes that would be necessary to take such action at a meeting at
         which all shares entitled to vote were present.

Board of Directors

    o    Board Composition. The Board shall consist of not less than 1 nor
         more than 15 directors, the exact number of which shall be fixed by
         the Board. The Board shall be divided into three classes, with each
         class serving a staggered three-year term. Only one class of
         directors stands for election each year. Board members shall be
         elected by a plurality of the votes cast at each Annual Meeting.

    o    Vacancies. Vacancies shall be filled by the vote of a majority of the
         directors then in office, even though less than a quorum, or by the
         sole remaining director. The directors shall manage the business and
         affairs of the Company.

    o    Board Meetings. The Board may hold meetings at such times and places
         as the Board determines. Special meetings of the Board may be called
         by the Chairman, the President or by the Chairman at the request of a
         majority of the Board.

    o    Resignation; Removal. Any director may resign at any time by giving
         notice in writing. Directors may be removed from office at any time,
         but only for cause, and only by the affirmative vote of the holders of
         at least a majority in voting power of the capital stock of the
         Company entitled to vote in the election of directors. The requirement
         under the Company's previous By-Laws of an 80% stockholder vote for
         directors to be removed for cause has been eliminated in the Amended
         and Restated By-Laws.

    o    Quorum. A majority of the entire Board shall constitute a quorum.

    o    Board Action. The Board may act by unanimous written consent to take
         any action required or permitted to be taken at any meeting of the
         Board. Directors may participate in meetings by telephone.

    o    Committees. The Board may designate one or more committees and grant
         to such committees any and all powers and authority of the Board.

    o    Compensation. Directors may be paid expenses for attending meetings
         of the Board and may receive a fixed sum for attendance at each
         meeting of the Board, payable in cash or securities.

    o    Interested Transactions. No contract or transaction between the
         Company and one or more of the directors or officers or any other
         entity in which one or more of the directors or officers are
         directors or officers or have a financial interest, shall be void
         solely for such reason.

Officers

    o    Appointment. The Board may choose officers at its discretion.

    o    Officers. The Company shall have a President, Secretary and Chief
         Financial Officer. The Board may also choose one or more Vice
         Presidents, Assistant Secretaries and other officers. The Board shall
         elect officers and may remove officers at any time. The Amended and
         Restated By-Laws set forth certain basic powers and duties of each of
         the Company's officers.

    o    Compensation. The salaries of all officers shall be fixed by the
         Board.

Capital Stock

    o    Certificates. Every holder of stock is entitled to a certificate
         certifying the number of shares held by such stockholder. Stock may
         be transferred only by the person named in the certificate or by such
         person's attorney and upon the surrender of the certificate properly
         endorsed for transfer and payment of all necessary transfer taxes.

    o    Record Date. The Board may fix dividend record dates to determine the
         stockholders entitled to receive payment of a dividend or
         distribution. Any stockholder wishing to engage in a consent
         solicitation must first request that the Board set a record date for
         the solicitation. Upon receiving such a request, the Board must
         respond within ten (10) days of such request and may set a record
         date for such solicitation that is up to ten (10) days after the date
         of its response.

    o    Transfer Agent and Registrar. The Company may maintain one or more
         transfer agents or agencies and registry offices or agencies at such
         place as may be determined by the Board.

Indemnification

    o    Indemnification. The Amended and Restated By-Laws provide
         indemnification to persons that are or were directors, directors
         emeritus or officers of the Company to the fullest extent permitted
         by Delaware law.

    o    Advancement. The Company shall advance expenses incurred by a
         director or officer in defending any civil, criminal, administrative
         or investigative action, suit or proceeding in advance of a final
         disposition.

    o    Insurance. The Company may purchase insurance on behalf of any person
         who is or was a director or officer.

Amendments

    o    Power to Amend. The Amended and Restated By-Laws may be altered,
         amended or repealed in whole or in part, by the stockholders or by
         the Board.

    o    Requirements. All such amendments must be approved by either the
         holders of a majority of the outstanding stock entitled to vote or by
         a majority of the entire Board then in office.

Item 9.01.   Financial Statements and Exhibits.

         (c)      Exhibits

Exhibit No.  Description

3.2          Amended and Restated By-Laws of E-Z-EM, Inc. effective as of
             January 17, 2005.
SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                           E-Z-EM, INC.

Date: January 21, 2005
                                      By:      /s/ Peter J. Graham
                                          ---------------------------------
                                           Peter J. Graham
                                           Vice President - General Counsel and
                                           Secretary
Exhibit Index

Exhibit No.   Description

3.2           Amended and Restated By-Laws of E-Z-EM, Inc. effective as of
              January 17, 2005.