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<PAGE>


As filed with the Securities and Exchange Commission on May 11, 1998
                                                Commission File No. 333-_______

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                           UNDER THE SECURITIES ACT OF 1933
                           LAZARE KAPLAN INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                             13-2728690
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)

                    529 FIFTH AVENUE, NEW YORK, NEW YORK 10017
    (Address, including zip code of registrant's principal executive offices)

                          LAZARE KAPLAN 401(k) PLAN FOR
                             SAVINGS AND INVESTMENT
                            (Full title of the plan)

                               Sheldon L. Ginsberg
              Executive Vice President and Chief Financial Officer
                        Lazare Kaplan International Inc.
                                529 Fifth Avenue
                            New York, New York 10017
                                 (212) 972-9700
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                 With a copy to:
                  Warshaw Burstein Cohen Schlesinger & Kuh, LLP
                                555 Fifth Avenue
                            New York, New York 10017
                                 (212) 984-7700
                   Attention: Frederick R. Cummings, Jr., Esq.

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===============================================================================================================================
                                                            Proposed maximum       Proposed maximum
      Title of each class of           Amount to be             offering         aggregate offering             Amount of
   securities to be registered          registered         price per share(3)          price(3)             registration fee(4)
   ---------------------------        -------------        ------------------    --------------------       ------------------
<S>                                       <C>                     <C>                      <C>                   <C> 
Common Stock, $1.00                  100,000 shares(1)          $11.0625              $1,140,625                    $336
 par value

Interest in the Lazare Kaplan
401(k) Plan for Savings and
Investment                                 (2)                    (2)                    (2)                        (2)
===============================================================================================================================
</TABLE>










<PAGE>

<PAGE>



         (1) This Registration Statement covers shares of common stock which may
be issued, offered, or sold pursuant to the Lazare Kaplan 401(k) Plan for
Savings and Investment, in each case subject to adjustment for antidilution as
provided therein.

         (2) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, as amended, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Lazare Kaplan 401(k)
Plan for Savings and Investment. Pursuant to Rule 457(h)(2), no separate
registration fee is required with respect to the interests in the Plan.

         (3) Calculated solely for the purposes of determining the amount of the
registration fee pursuant to Rule 457(h)(1) under the Securities Act of 1993,
the offering price is based upon the average high and low sales prices of the
Common Stock on the American Stock Exchange on May 5, 1998.

         (4) The registration fee has been calculated, pursuant to Section 6(b)
of the Securities Act of 1933, by multiplying .000295 by the proposed maximum
aggregate offering price of the shares of Common Stock being registered hereby.




<PAGE>

<PAGE>



                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

                  Information required by Part I to be contained in the Section
10(a) prospectuses is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 (the "Securities Act") and the
Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents, which have been filed by Lazare
Kaplan International Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934
(the "Exchange Act") are incorporated by reference into this Registration
Statement:

                  (a) The Company's Annual Report on Form 10-K for the fiscal
year ended May 31, 1997.

                  (b) The Company's Quarterly Report on Form 10-Q for the
quarter ended August 31, 1997.

                  (c) The Company's Quarterly Report on Form 10-Q for the
quarter ended November 30, 1997.

                  (d) The Company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1998.

                  (e) The description of the Company's Common Stock set forth
under Item 1 of the Company's Registration Statement on Form 8-A, as filed with
the Commission on September 21, 1973, which incorporates by reference the
description set forth in the Prospectus, contained in the Company's Registration
Statement on Form S-1 filed with the Commission August 28, 1972 (File No.
2-45510), under the caption "Description of Common Stock."





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         All documents subsequently filed by the Company with the Commission
after the date of this Registration Statement pursuant to Sections 13(a), 13(c),
14, and 15(d) of the Exchange Act and prior to the filing of a post-effective
amendment to this Registration Statement, which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be part hereof from the date of filing such documents;
provided, however, that the documents enumerated above or subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
in each year during which the offering made by this Registration Statement is in
effect and prior to the filing with the Commission of the Company's Annual
Report on Form 10-K covering such year, shall not be deemed to be incorporated
by reference in this Registration Statement or be a part hereof from and after
the filing of such Annual Report on Form 10-K.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any statement contained in this Registration Statement shall be
deemed to be modified or superseded to the extent that a statement contained in
a subsequently filed document, which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded
to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The following states the general effect of all statutes, charter
         provisions, by-laws, contracts or other arrangements under which any
         controlling person, director or officer of the Company is insured or
         indemnified in any manner against liability which he may incur in his
         capacity as such:

         Section 145 of the Delaware General Corporation Law provides:

         145.     INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS:
                  INSURANCE.

                  (a) A corporation may indemnify any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed action, suit or proceeding, whether civil, criminal,
         administrative or investigative (other than an action by or in the
         right of the corporation) by reason of the fact that he is or was a
         director, officer, employee or agent of the corporation, or is or was
         serving at the request of the corporation as a director, officer,
         employee or agent of another corporation, partnership, joint venture,
         trust or other enterprise against expenses (including attorneys' fees),
         judgments, fines and amounts paid in settlement actually and reasonably
         incurred by him in connection with such action, suit or proceeding if
         he acted in good faith and in a manner he reasonably believed to be in
         or not opposed to the best interests of the corporation, and, with
         respect to any criminal action or proceeding, had no

                                      II-2




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         reasonable cause to believe his conduct was unlawful. The termination
         of any action, suit or proceeding by judgment, order, settlement,
         conviction, or upon a plea of nolo contendere or its equivalent, shall
         not, of itself, create a presumption that the person did not act in
         good faith and in a manner which he reasonably believed to be in or not
         opposed to the best interests of the corporation, and, with respect to
         any criminal action or proceeding, had reasonable cause to believe that
         his conduct was unlawful.

                  (b) A corporation may indemnify any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed action or suit by or in the right of the corporation to
         procure a judgment in its favor by reason of the fact that he is or was
         a director, officer, employee or agent of the corporation, or is or was
         serving at the request of the corporation as a director, officer,
         employee or agent of another corporation, partnership, joint venture,
         trust or other enterprise against expenses (including attorneys' fees)
         actually and reasonably incurred by him in connection with the defense
         or settlement of such action or suit if he acted in good faith and in a
         manner he reasonably believed to be in or not opposed to the best
         interests of the corporation and except that no indemnification shall
         be made in respect of any claim, issue or matter as to which such
         person shall have been adjudged to be liable to the corporation unless
         and only to the extent that the Court of Chancery or the court in which
         such action or suit was brought shall determine upon application that,
         despite the adjudication of liability but in view of all the
         circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses which the Court of Chancery or
         such other court shall deem proper.

                  (c) To the extent that a director, officer, employee or agent
         of a corporation has been successful on the merits or otherwise in
         defense of any action, suit or proceeding referred to in subsections
         (a) and (b) of this section, or in defense of any claim, issue or
         matter therein, he shall be indemnified against expenses (including
         attorneys' fees) actually and reasonably incurred by him in connection
         therewith.

                  (d) Any indemnification under subsections (a) and (b) of this
         section (unless ordered by a court) shall be made by the corporation
         only as authorized in the specific case upon a determination that
         indemnification of the director, officer, employee or agent is proper
         in the circumstances because he has met the applicable standard of
         conduct set forth in subsections (a) and (b) of this section. Such
         determination shall be made (l) by a majority vote of the directors who
         are not parties to such action, suit or proceeding, even though less
         than a quorum, or (2) if there are no such directors, or, if such
         directors so direct, by independent legal counsel in a written opinion,
         or (3) by the stockholders.

                  (e) Expenses (including attorneys' fees) incurred by an
         officer or director in defending any civil, criminal, administrative or
         investigative action, suit or proceeding may be paid by the corporation
         in advance of the final disposition of such action, suit or proceeding
         upon receipt of an undertaking by or on behalf of such director or
         officer to repay such amount if it shall ultimately be determined that
         he is not entitled to be indemnified by the corporation as authorized
         in this section. Such expenses (including attorneys' fees) incurred by
         other employees and agents may be so paid upon such terms and
         conditions, if any, as the board of directors deems appropriate.

                  (f) The indemnification and advancement of expenses provided
         by, or granted pursuant to, the other subsections of this section shall
         not be deemed exclusive of any other rights to which those seeking
         indemnification or advancement of expenses may be entitled under any
         bylaw, agreement, vote of stockholders or disinterested directors or
         otherwise, both as to action in his official capacity and as to action
         in another capacity while holding such office.

                  (g) A corporation shall have power to purchase and maintain
         insurance on behalf of any person who is or was a director, officer,
         employee or agent of the corporation, or is or was serving at the
         request of the corporation as a director, officer, employee or agent of
         another corporation, partnership, joint venture, trust or other
         enterprise against any liability asserted against him and incurred by
         him in any such

                                      II-3




<PAGE>

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         capacity, or arising out of his status as such, whether or not the
         corporation would have the power to indemnify him against such
         liability under this section.

                  (h) For purposes of this section, references to "the
         corporation" shall include, in addition to the resulting corporation,
         any constituent corporation (including any constituent of a
         constituent) absorbed in a consolidation or merger which, if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was a director, officer, employee or agent of such
         constituent corporation, or is or was serving at the request of such
         constituent corporation as a director, officer, employee or agent of
         another corporation, partnership, joint venture, trust or other
         enterprise, shall stand in the same position under this section with
         respect to the resulting or surviving corporation as he would have with
         respect to such constituent corporation if its separate existence had
         continued.

                  (i) For purposes of this section, references to "other
         enterprises" shall include employee benefit plans; references to
         "fines" shall include any excise taxes assessed on a person with
         respect to any employee benefit plan; and references to "serving at the
         request of the corporation" shall include any service as a director,
         officer, employee or agent of the corporation which imposes duties on,
         or involves services by, such director, officer, employee, or agent
         with respect to any employee benefit plan, its participants or
         beneficiaries; and a person who acted in good faith and in a manner he
         reasonably believed to be in the interest of the participants and
         beneficiaries of an employee benefit plan shall be deemed to have acted
         in a manner "not opposed to the best interests of the corporation" as
         referred to in this section.

                  (j) The indemnification and advancement of expenses provided
         by, or granted pursuant to, this section shall, unless otherwise
         provided when authorized or ratified, continue as to a person, who has
         ceased to be a director, officer, employee or agent and shall inure to
         the benefit of the heirs, executors and administrators of such a
         person.

                  (k) The Court of Chancery is hereby vested with exclusive
         jurisdiction to hear and determine all actions for advancement of
         expenses or indemnification brought under this section or any bylaw,
         agreement, vote of stockholders or disinterested directors, or
         otherwise. The Court of Chancery may summarily determine a
         corporation's obligation to advance expenses (including attorneys'
         fees).

         The Certificate of Incorporation of the Company provides:

                  SEVENTH: The Corporation shall, to the fullest extent
         permitted by Section 145 of the General Corporation Law of Delaware, as
         the same may be amended and supplemented, indemnify any and all persons
         whom it shall have power to indemnify under said section from and
         against any and all of the expenses, liabilities or other matters
         referred to in or covered by said section, and the indemnification
         provided for herein shall not be deemed exclusive of any other rights
         to which those indemnified may be entitled under any by-law, agreement,
         vote of stockholders or disinterested directors or otherwise, both as
         to action in his official capacity and as to action in another capacity
         while holding such office, and shall continue as to a person who has
         ceased to be a director, officer, employee or agent and shall inure to
         the benefit of the heirs, executors and administrators of such a
         person.

         The Certificate of Incorporation further provides:

                  EIGHTH: No director of the Corporation shall be personally
         liable to the Corporation or its stockholders for monetary damages for
         breach of his fiduciary duty as a director, provided that nothing
         contained herein shall eliminate or limit the liability of a director
         (i) for any breach of such director's duty of loyalty to the
         Corporation or its stockholders, (ii) for acts or omissions not in good
         faith or which involve intentional misconduct or a knowing violation of
         law, (iii) under Section 174 of the Delaware General Corporation Law or
         any amendment thereto of any successor thereto, or (iv) for any
         transaction

                                      II-4




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         from which the director derived an improper personal benefit. Neither
         the amendment nor repeal of this Article EIGHTH nor the adoption of any
         provision of the certificate of incorporation inconsistent with this
         Article EIGHTH, shall eliminate or reduce the effect of this Article
         EIGHTH in respect of any matter occurring, or any cause of action, suit
         or claim that, but for this Article EIGHTH would accrue or arise, prior
         to such amendment, repeal or adoption of an inconsistent provision.

         The By-Laws of the Company provide:

                                   ARTICLE VI

                                 INDEMNIFICATION

                  1. EXECUTIVE OFFICERS. The corporation shall indemnify its
         executive officers and those of its subsidiaries to the same extent as
         they would have been insured under the terms of an insurance policy
         issued to the corporation by National Union Fire Insurance Company of
         Pittsburgh, Pennsylvania for the policy year beginning September 26,
         1984 and ending September 26, 1985 had such policy been in effect at
         the time a claim is made against any such executive officers. The
         executive officers of the corporation and its subsidiaries entitled to
         indemnification pursuant to this Article VI, Section l, shall include
         such persons who may hold the offices, either currently or in the
         future, as were covered under the aforementioned policy in the policy
         year indicated.

                  Any indemnification pursuant to this Article VI, Section l
         shall be applicable to acts or omissions that occurred prior to the
         adoption of this Article VI, Section l provided they would have been
         covered under the insurance policy mentioned above. The right to
         indemnification under this Article VI, Section l shall continue after
         any person has ceased to serve in the capacity which would have
         entitled him to such indemnification. Any subsequent repeal or
         amendment of this Article VI, Section l or any provision hereof, which
         shall have the effect of limiting, qualifying or restricting the powers
         or rights of indemnification provided or permitted hereunder shall not,
         solely by reason of such repeal or amendment, eliminate, restrict or
         otherwise affect the right or power of the corporation to indemnify any
         person or affect any right of indemnification of such person with
         respect to claims made prior to such repeal or amendment.

                  The indemnification provided under this Article VI, Section l
         shall not be deemed exclusive of any other rights to which directors,
         officers, agents or employees of the corporation may be entitled under
         Article SEVENTH of the Certificate of Incorporation of the corporation,
         or any agreement, vote of the stockholders or disinterested directors,
         or otherwise.

                  The corporation shall have the right to impose, as conditions
         to any indemnification provided or permitted pursuant to this Article
         VI, Section l, such reasonable requirements and conditions as the Board
         of Directors or stockholders may deem appropriate in each specific case
         and circumstance, including but not limited to (i) that any counsel
         representing the person to be indemnified in connection with the
         defense or settlement of any action shall be selected by the
         corporation, subject to the approval of the person to be indemnified,
         which consent shall not be unreasonably withheld, (ii) that the
         corporation shall have the right, at its option, to assume and control
         the defense or settlement of any claim or proceeding made, initiated or
         threatened against the person to be indemnified, and (iii) that the
         corporation shall be subrogated, to the extent of any payments made by
         way of indemnification, to all of the indemnified person's right of
         recovery, and that the person to be indemnified shall execute all
         writings and do everything necessary to assure such rights of
         subrogation to the corporation.

                  2. OUTSIDE DIRECTORS. The corporation shall indemnify its
         outside (i.e. non-officer) directors and those of its subsidiaries to
         the same extent as they would have been insured under the terms of an
         insurance policy issued to the corporation by National Union Fire
         Insurance Company of Pittsburgh,

                                      II-5




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         Pennsylvania, for the policy year beginning September 26, 1984 and
         ending September 26, 1985 had such policy been in effect at the time a
         claim is made against any such outside director. The outside directors
         of the corporation and its subsidiaries entitled to indemnification
         pursuant to this Article VI, Section 2 shall include such persons who
         may hold the offices, either currently or in the future, as were
         covered under the aforementioned policy in the policy year indicated.

                  Any indemnification pursuant to this Article VI, Section 2
         shall be applicable to acts or omissions that occurred prior to the
         adoption of this Article VI, Section 2 provided they would have been
         covered under the insurance policy mentioned above. The right to
         indemnification under Article VI, Section 2 shall continue after any
         person has ceased to serve in the capacity which would have entitled
         him to such indemnification. Any subsequent repeal or amendment of this
         Article VI, Section 2 or any provision hereof, which shall have the
         effect of limiting, qualifying or restricting the powers or rights of
         indemnification provided or permitted hereunder shall not, solely by
         reason of such repeal or amendment, eliminate, restrict or otherwise
         affect the right or power of the corporation to indemnify any person or
         affect any right of indemnification of such person with respect to
         claims made prior to such repeal or amendment.

                  The indemnification provided under this Article VI, Section 2
         shall not be deemed exclusive of any other rights to which directors,
         officers, agents or employees of the corporation may be entitled under
         Article SEVENTH of the Certificate of Incorporation of the corporation,
         or any agreement, vote of the stockholders or disinterested directors,
         or otherwise.

                  The corporation shall have the right to impose, as conditions
         to any indemnification provided or permitted pursuant to Article VI,
         Section 2, such reasonable requirements and conditions as the Board of
         Directors or stockholders may deem appropriate in each specific case
         and circumstance, including but not limited to (i) that any counsel
         representing the person to be indemnified in connection with the
         defense or settlement of any action shall be selected by the
         corporation, subject to the approval of the person to be indemnified,
         which consent shall not be unreasonably withheld, (ii) that the
         corporation shall have the right, at its option, to assume and control
         the defense or settlement of any claim or proceeding made, initiated or
         threatened against the person to be indemnified, and (iii) that the
         corporation shall be subrogated, to the extent of any payments made by
         way of indemnification, to all of the indemnified person's right of
         recovery, and that the person to be indemnified shall execute all
         writings and do everything necessary to assure such rights of
         subrogation to the corporation.

                  3. EXECUTIVE OFFICERS AND DIRECTORS PRIOR TO APRIL 9, 1984.
         The corporation shall indemnify its directors and executive officers
         and those of its subsidiaries who were in office prior to April 9, 1984
         to the same extent as they would have been insured under the terms of
         an insurance policy issued to the corporation by National Union Fire
         Insurance Company of Pittsburgh, Pennsylvania for the policy year
         beginning September 26, 1984 and ending September 26, 1985 had such
         policy been in effect at the time a claim is made against any such
         director or officer. The directors and officers of the corporation and
         its subsidiaries entitled to indemnification pursuant to this Article
         VI, Section 3 shall include such persons who held the offices as were
         covered under the aforementioned policy in the policy year indicated.

                  Any indemnification pursuant to this Article VI, Section 3
         shall be applicable to acts or omissions that occurred prior to the
         adoption of this Article VI, Section 3, provided they would have been
         covered under the insurance policy mentioned above. The right to
         indemnification under this Article VI, Section 3 shall continue after
         any person has ceased to serve in the capacity which would have
         entitled him to such indemnification hereunder. Any subsequent repeal
         or amendment of this Article VI, Section 3 or any provision hereof,
         which shall have the effect of limiting, qualifying or restricting the
         powers or rights of indemnification provided or permitted hereunder
         shall not, solely by reason of such repeal or amendment,

                                      II-6




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         eliminate, restrict or otherwise affect the right or power of the
         corporation to indemnify any person or affect any right of
         indemnification of such person with respect to claims made prior to
         such repeal or amendment.

                  The indemnification provided under this Article VI, Section 3
         shall not be deemed exclusive of any other rights to which directors,
         officers, agents or employees of the corporation may be entitled under
         Article SEVENTH of the Certificate of Incorporation of the corporation,
         or any agreement, vote of the stockholders or disinterested directors,
         or otherwise. The corporation shall have the right to impose, as
         conditions to any indemnification provided or permitted pursuant to
         this Article VI, Section 3, such reasonable requirements and conditions
         as the Board of Directors or stockholders may deem appropriate in each
         specific case and circumstance, including but not limited to (i) that
         any counsel representing the person to be indemnified in connection
         with the defense or settlement of any action shall be selected by the
         corporation, subject to the approval of the person to be indemnified,
         which consent shall not be unreasonably withheld, (ii) that the
         corporation shall have the right, at its option, to assume and control
         the defense or settlement of any claim or proceeding made, initiated or
         threatened against the person to be indemnified, and (iii) that the
         corporation shall be subrogated, to the extent of any payments made by
         way of indemnification, to all of the indemnified person's right of
         recovery, and that the person to be indemnified shall execute all
         writings and do everything necessary to assure such rights of
         subrogation to the corporation.

                  4. DIRECTORS. The corporation shall indemnify its existing
         directors and those of its subsidiaries to the same extent as they
         would have been insured under the terms of an insurance policy issued
         to the corporation by National Union Fire Insurance Company of
         Pittsburgh, Pennsylvania for the policy year beginning September 26,
         1984 and ending September 26, 1985 had such policy been in effect at
         the time a claim is made against any such director. The directors of
         the corporation and its subsidiaries entitled to indemnification
         pursuant to this Article VI, Section 4 shall include such persons who
         may hold the offices, either currently or in the future, as were
         covered under the aforementioned policy in the policy year indicated.

                  Any indemnification pursuant to this Article VI, Section 4
         shall be applicable to acts or omissions that occurred prior to the
         adoption of this Article VI, Section 4 provided they would have been
         covered under the insurance policy mentioned above. The right to
         indemnification under this Article VI, Section 4 shall continue after
         any person has ceased to serve in the capacity which would have
         entitled him to such indemnification hereunder. Any subsequent repeal
         or amendment of this Article VI, Section 4 or any provision hereof,
         which shall have the effect of limiting, qualifying or restricting the
         powers or rights of indemnification provided or permitted hereunder
         shall not, solely by reason of such repeal or amendment, eliminate,
         restrict or otherwise affect the right or power of the corporation to
         indemnify any person or affect any right of indemnification of such
         person with respect to claims made prior to such repeal or amendment.

                  The indemnification provided under this Article VI, Section 4
         shall not be deemed exclusive of any other rights to which directors,
         officers, agents or employees of the corporation may be entitled under
         Article SEVENTH of the Certificate of Incorporation of the corporation,
         or any agreement, vote of the stockholders or disinterested directors,
         or otherwise.

                  The corporation shall have the right to impose, as conditions
         to any indemnification provided or permitted pursuant to this Article
         VI, Section 4, such reasonable requirements and conditions as the Board
         of Directors or stockholders may deem appropriate in each specific case
         and circumstance, including but not limited to (i) that any counsel
         representing the person to be indemnified in connection with the
         defense or settlement of any action shall be selected by the
         corporation, subject to the approval of the person to be indemnified,
         which consent shall not be unreasonably withheld, (ii) that the
         corporation shall have the right, at its option, to assume and control
         the defense or settlement of any claim or proceeding made,

                                      II-7




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         initiated or threatened against the person to be indemnified, and (iii)
         that the corporation shall be subrogated, to the extent of any payments
         made by way of indemnification, to all of the indemnified person's
         right of recovery, and that the person to be indemnified shall execute
         all writings and do everything necessary to assure such rights of
         subrogation to the corporation.

                  5. SEVERABILITY. If any of the provisions of this Article VI,
         or any part hereof, is hereafter construed to be invalid or
         unenforceable, the same shall not affect the remaining provisions of
         this Article VI, which shall remain in full effect without regard to
         the invalid portion or portions.

         In addition, the By-Laws provide that the Company has the authority to
obtain liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

Exhibit No.       Description

4                 Instruments defining the rights of security holders, including
                  indentures

                  4.1(a)   (i)      Certificate of Incorporation of the
                                    Company, as amended (incorporated by
                                    reference to Exhibit 3(a) to Company's
                                    Annual Report on Form 10-K for the fiscal
                                    year ended May 31, 1987 filed with the
                                    Commission on August 26, 1987, as amended
                                    January 14, 1988).

                           (ii)     Certificate of Amendment of the Certificate
                                    of Incorporation filed with the Secretary of
                                    State of the State of Delaware on November
                                    1, 1990 (incorporated by reference to
                                    Exhibit 3(b) to Company's Annual Report on
                                    Form 10-K for the fiscal year ended May 31,
                                    1992 filed with the Commission on August 28,
                                    1992).

                           (iii)    Certificate of Amendment of the Certificate
                                    of Incorporation filed with the Secretary of
                                    State of the State of Delaware on November
                                    6, 1997 (incorporated by reference to
                                    Exhibit 4.1(a)(iii) to Company's
                                    Registration Statement for the Lazare Kaplan
                                    International Inc. 1997 Long Term Stock
                                    Incentive Plan on Form S-8 filed with the
                                    Commission on November 14, 1997).

                  4.1(b)   Certificate of Designations of Series A Junior
                           Participating Preferred Stock filed with the
                           Secretary of State of the State of Delaware on
                           November 6, 1997 (incorporated by reference to
                           Exhibit 4.1(b) to the Company's Registration on Form
                           S-8 filed with the Commission on November 14, 1997.)

                  4.2      By-Laws of the Company, as currently in effect
                           (incorporated by reference to Exhibit 3(ii) to
                           Company's Registration Statement on Form S-1 filed
                           with the Commission on August 28 1972).

                  4.3      Form of certificate representing shares of the
                           Company's Common Stock (incorporated by reference to
                           Exhibit 4(a) to Amendment No. 1 to Registration
                           Statement on Form S-2 filed with the Commission on
                           October 4, 1990 ).

                  4.4      The Lazare Kaplan 401(k) Plan for Savings and 
                           Investment.*





                                      II-8




<PAGE>

<PAGE>



5                 Opinion re legality

                  5.1      Opinion of Warshaw Burstein Cohen Schlesinger &
                           Kuh, LLP*

                  5.2      (i)  Internal Revenue Service Determination Letter 
                                dated July 12, 1994.*

                           (ii) Commonwealth of Puerto Rico Department of
                                Treasury, Bureau of Income Tax Letter
                                dated October 11, 1994.*

15                Letter on unaudited interim financial information - not
                  applicable

23                Consent of experts and counsel

                  23.1     Consent of Warshaw Burstein Cohen Schlesinger & 
                           Kuh, LLP (contained in Exhibit 5.1)

                  23.2     Consent of Ernst & Young LLP*

24                Power of attorney (contained in the signature pages hereto)*

------------
*Filed herewith

ITEM 9.  UNDERTAKINGS.

                  The Company hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement

                           (i)  To include any prospectus required by 
                  Sections 10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represents a fundamental
                  change in the information set forth in the registration
                  statement;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                                      II-9




<PAGE>

<PAGE>




                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.

                  In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                      II-10




<PAGE>

<PAGE>



                                   SIGNATURES

         The Registrant. 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 New York, State of New York on May 8, 1998.

                                          LAZARE KAPLAN INTERNATIONAL INC.

                                          By:  /s/ Sheldon L. Ginsberg
                                             -------------------------------
                                               Sheldon L. Ginsberg,
                                               Executive Vice President and
                                               Chief Financial Officer

         Each person whose signature appears below hereby constitutes and
appoints Leon Tempelsman and Lucien Burstein, and each of them, his true and
lawful attorney-in-fact, with full power of substitution and resubstitution, for
him in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933, hereby ratifying and confirming all that either such
attorneys-in-fact or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated and on the dates indicated.
<TABLE>
<CAPTION>
Signatures                                      Title                          Date
----------                                      -----                          ----
<S>                                             <C>                          <C>
 /s/ Maurice Tempelsman                                                      May 8, 1998
---------------------------                     Chairman of the Board
Maurice Tempelsman                              of Directors

/s/ Leon Tempelsman                             Vice Chairman of the         May 8, 1998
------------------------------------            Board of Directors
Leon Tempelsman                                 (principal executive
                                                 officer)

/s/ George R. Kaplan                            Vice Chairman of the         May 8, 1998
------------------------------------            Board of Directors
George R. Kaplan                            

/s/ Lucien Burstein                             Director                     May 8, 1998
------------------------------------
Lucien Burstein

/s/ Myer Feldman                                Director                     May 8, 1998
------------------------------------
Myer Feldman

/s/ Michael W. Butterwick                       Director                     May 8, 1998
------------------------------------
Michael W. Butterwick
</TABLE>

                                      II-11




<PAGE>

<PAGE>



<TABLE>
<S>                                             <C>                                   <C>
/s/ Sheldon L. Ginsberg                         Director, Executive Vice             May 8, 1998
---------------------------------               President and Chief Financial
Sheldon L. Ginsberg                             Officer (principal financial and
                                                accounting officer)

/s/ Robert Speisman                             Director                             May 8, 1998
---------------------------------
Robert Speisman
</TABLE>

                  The Plan. Pursuant to the requirements of the Securities Act
of 1933, the trustees have duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York on May 8, 1998.

                                                LAZARE KAPLAN 401(k) PLAN
                                                FOR SAVINGS AND INVESTMENT

                                                By: /s/ Sheldon L. Ginsberg
                                                    --------------------------
                                                    Sheldon L. Ginsberg,
                                                    Trustee

                                                By: /s/ Leon Tempelsman
                                                    --------------------------
                                                    Leon Tempelsman
                                                    Trustee

                                                By: /s/ Robert Speisman
                                                    --------------------------
                                                    Robert Speisman
                                                    Trustee

                                      II-12




<PAGE>

<PAGE>



                                  EXHIBIT INDEX

Exhibit No.    Description
-----------    -----------
4.4            (a)      The Lazare Kaplan International Inc. 401(k) Plan for 
                        Savings and Investment.

               (b)      Adoption Agreement, dated September 25, 1989.

               (c)      Adoption Agreement, dated March 28, 1998.

5.1            Opinion of Warshaw Burstein Cohen Schlesinger & Kuh, LLP.

5.2            (i)      Internal Revenue Service Determination Letter dated
                        July 12, 1994.

               (ii)     Commonwealth of Puerto Rico Department of Treasury,
                        Bureau of Income Tax Letter Dated October 11, 1994.

23.2           Consent of Ernst & Young LLP




                       STATEMENT OF DIFFERENCES

The service mark symbol shall be expressed as................... 'sm'

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "LAZARE KAPLAN INTERNATIONAL INC. FORM S-8", "secsgml_size_bytes": 49904}]
{"company-data": {"conformed-name": "LAZARE KAPLAN INTERNATIONAL INC", "cik": "0000202375", "assigned-sic": "5094", "irs-number": "132728690", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52303", "film-number": "98615229"}, "business-address": {"street1": "529 FIFTH AVE", "city": "NEW YORK", "state": "NY", "zip": "10017", "phone": "2129729700"}, "mail-address": {"street1": "529 FIFTH AVE", "street2": "529 FIFTH AVE", "city": "NEW YORK", "state": "NY", "zip": "10017"}}
As filed with the Securities and Exchange Commission on May 11, 1998
                                                Commission File No. 333-_______

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                           UNDER THE SECURITIES ACT OF 1933
                           LAZARE KAPLAN INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                             13-2728690
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)

                    529 FIFTH AVENUE, NEW YORK, NEW YORK 10017
    (Address, including zip code of registrant's principal executive offices)

                          LAZARE KAPLAN 401(k) PLAN FOR
                             SAVINGS AND INVESTMENT
                            (Full title of the plan)

                               Sheldon L. Ginsberg
              Executive Vice President and Chief Financial Officer
                        Lazare Kaplan International Inc.
                                529 Fifth Avenue
                            New York, New York 10017
                                 (212) 972-9700
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                 With a copy to:
                  Warshaw Burstein Cohen Schlesinger & Kuh, LLP
                                555 Fifth Avenue
                            New York, New York 10017
                                 (212) 984-7700
                   Attention: Frederick R. Cummings, Jr., Esq.

                         CALCULATION OF REGISTRATION FEE
===============================================================================================================================
                                                            Proposed maximum       Proposed maximum
      Title of each class of           Amount to be             offering         aggregate offering             Amount of
   securities to be registered          registered         price per share(3)          price(3)             registration fee(4)
   ---------------------------        -------------        ------------------    --------------------       ------------------
Common Stock, $1.00                  100,000 shares(1)          $11.0625              $1,140,625                    $336
 par value

Interest in the Lazare Kaplan
401(k) Plan for Savings and
Investment                                 (2)                    (2)                    (2)                        (2)
===============================================================================================================================
(1) This Registration Statement covers shares of common stock which may
be issued, offered, or sold pursuant to the Lazare Kaplan 401(k) Plan for
Savings and Investment, in each case subject to adjustment for antidilution as
provided therein.

         (2) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, as amended, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Lazare Kaplan 401(k)
Plan for Savings and Investment. Pursuant to Rule 457(h)(2), no separate
registration fee is required with respect to the interests in the Plan.

         (3) Calculated solely for the purposes of determining the amount of the
registration fee pursuant to Rule 457(h)(1) under the Securities Act of 1993,
the offering price is based upon the average high and low sales prices of the
Common Stock on the American Stock Exchange on May 5, 1998.

         (4) The registration fee has been calculated, pursuant to Section 6(b)
of the Securities Act of 1933, by multiplying .000295 by the proposed maximum
aggregate offering price of the shares of Common Stock being registered hereby.
PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

                  Information required by Part I to be contained in the Section
10(a) prospectuses is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 (the "Securities Act") and the
Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents, which have been filed by Lazare
Kaplan International Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934
(the "Exchange Act") are incorporated by reference into this Registration
Statement:

                  (a) The Company's Annual Report on Form 10-K for the fiscal
year ended May 31, 1997.

                  (b) The Company's Quarterly Report on Form 10-Q for the
quarter ended August 31, 1997.

                  (c) The Company's Quarterly Report on Form 10-Q for the
quarter ended November 30, 1997.

                  (d) The Company's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1998.

                  (e) The description of the Company's Common Stock set forth
under Item 1 of the Company's Registration Statement on Form 8-A, as filed with
the Commission on September 21, 1973, which incorporates by reference the
description set forth in the Prospectus, contained in the Company's Registration
Statement on Form S-1 filed with the Commission August 28, 1972 (File No.
2-45510), under the caption "Description of Common Stock."
All documents subsequently filed by the Company with the Commission
after the date of this Registration Statement pursuant to Sections 13(a), 13(c),
14, and 15(d) of the Exchange Act and prior to the filing of a post-effective
amendment to this Registration Statement, which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be part hereof from the date of filing such documents;
provided, however, that the documents enumerated above or subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
in each year during which the offering made by this Registration Statement is in
effect and prior to the filing with the Commission of the Company's Annual
Report on Form 10-K covering such year, shall not be deemed to be incorporated
by reference in this Registration Statement or be a part hereof from and after
the filing of such Annual Report on Form 10-K.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any statement contained in this Registration Statement shall be
deemed to be modified or superseded to the extent that a statement contained in
a subsequently filed document, which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded
to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The following states the general effect of all statutes, charter
         provisions, by-laws, contracts or other arrangements under which any
         controlling person, director or officer of the Company is insured or
         indemnified in any manner against liability which he may incur in his
         capacity as such:

         Section 145 of the Delaware General Corporation Law provides:

         145.     INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS:
                  INSURANCE.

                  (a) A corporation may indemnify any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed action, suit or proceeding, whether civil, criminal,
         administrative or investigative (other than an action by or in the
         right of the corporation) by reason of the fact that he is or was a
         director, officer, employee or agent of the corporation, or is or was
         serving at the request of the corporation as a director, officer,
         employee or agent of another corporation, partnership, joint venture,
         trust or other enterprise against expenses (including attorneys' fees),
         judgments, fines and amounts paid in settlement actually and reasonably
         incurred by him in connection with such action, suit or proceeding if
         he acted in good faith and in a manner he reasonably believed to be in
         or not opposed to the best interests of the corporation, and, with
         respect to any criminal action or proceeding, had no

                                      II-2
reasonable cause to believe his conduct was unlawful. The termination
         of any action, suit or proceeding by judgment, order, settlement,
         conviction, or upon a plea of nolo contendere or its equivalent, shall
         not, of itself, create a presumption that the person did not act in
         good faith and in a manner which he reasonably believed to be in or not
         opposed to the best interests of the corporation, and, with respect to
         any criminal action or proceeding, had reasonable cause to believe that
         his conduct was unlawful.

                  (b) A corporation may indemnify any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed action or suit by or in the right of the corporation to
         procure a judgment in its favor by reason of the fact that he is or was
         a director, officer, employee or agent of the corporation, or is or was
         serving at the request of the corporation as a director, officer,
         employee or agent of another corporation, partnership, joint venture,
         trust or other enterprise against expenses (including attorneys' fees)
         actually and reasonably incurred by him in connection with the defense
         or settlement of such action or suit if he acted in good faith and in a
         manner he reasonably believed to be in or not opposed to the best
         interests of the corporation and except that no indemnification shall
         be made in respect of any claim, issue or matter as to which such
         person shall have been adjudged to be liable to the corporation unless
         and only to the extent that the Court of Chancery or the court in which
         such action or suit was brought shall determine upon application that,
         despite the adjudication of liability but in view of all the
         circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses which the Court of Chancery or
         such other court shall deem proper.

                  (c) To the extent that a director, officer, employee or agent
         of a corporation has been successful on the merits or otherwise in
         defense of any action, suit or proceeding referred to in subsections
         (a) and (b) of this section, or in defense of any claim, issue or
         matter therein, he shall be indemnified against expenses (including
         attorneys' fees) actually and reasonably incurred by him in connection
         therewith.

                  (d) Any indemnification under subsections (a) and (b) of this
         section (unless ordered by a court) shall be made by the corporation
         only as authorized in the specific case upon a determination that
         indemnification of the director, officer, employee or agent is proper
         in the circumstances because he has met the applicable standard of
         conduct set forth in subsections (a) and (b) of this section. Such
         determination shall be made (l) by a majority vote of the directors who
         are not parties to such action, suit or proceeding, even though less
         than a quorum, or (2) if there are no such directors, or, if such
         directors so direct, by independent legal counsel in a written opinion,
         or (3) by the stockholders.

                  (e) Expenses (including attorneys' fees) incurred by an
         officer or director in defending any civil, criminal, administrative or
         investigative action, suit or proceeding may be paid by the corporation
         in advance of the final disposition of such action, suit or proceeding
         upon receipt of an undertaking by or on behalf of such director or
         officer to repay such amount if it shall ultimately be determined that
         he is not entitled to be indemnified by the corporation as authorized
         in this section. Such expenses (including attorneys' fees) incurred by
         other employees and agents may be so paid upon such terms and
         conditions, if any, as the board of directors deems appropriate.

                  (f) The indemnification and advancement of expenses provided
         by, or granted pursuant to, the other subsections of this section shall
         not be deemed exclusive of any other rights to which those seeking
         indemnification or advancement of expenses may be entitled under any
         bylaw, agreement, vote of stockholders or disinterested directors or
         otherwise, both as to action in his official capacity and as to action
         in another capacity while holding such office.

                  (g) A corporation shall have power to purchase and maintain
         insurance on behalf of any person who is or was a director, officer,
         employee or agent of the corporation, or is or was serving at the
         request of the corporation as a director, officer, employee or agent of
         another corporation, partnership, joint venture, trust or other
         enterprise against any liability asserted against him and incurred by
         him in any such

                                      II-3
capacity, or arising out of his status as such, whether or not the
         corporation would have the power to indemnify him against such
         liability under this section.

                  (h) For purposes of this section, references to "the
         corporation" shall include, in addition to the resulting corporation,
         any constituent corporation (including any constituent of a
         constituent) absorbed in a consolidation or merger which, if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was a director, officer, employee or agent of such
         constituent corporation, or is or was serving at the request of such
         constituent corporation as a director, officer, employee or agent of
         another corporation, partnership, joint venture, trust or other
         enterprise, shall stand in the same position under this section with
         respect to the resulting or surviving corporation as he would have with
         respect to such constituent corporation if its separate existence had
         continued.

                  (i) For purposes of this section, references to "other
         enterprises" shall include employee benefit plans; references to
         "fines" shall include any excise taxes assessed on a person with
         respect to any employee benefit plan; and references to "serving at the
         request of the corporation" shall include any service as a director,
         officer, employee or agent of the corporation which imposes duties on,
         or involves services by, such director, officer, employee, or agent
         with respect to any employee benefit plan, its participants or
         beneficiaries; and a person who acted in good faith and in a manner he
         reasonably believed to be in the interest of the participants and
         beneficiaries of an employee benefit plan shall be deemed to have acted
         in a manner "not opposed to the best interests of the corporation" as
         referred to in this section.

                  (j) The indemnification and advancement of expenses provided
         by, or granted pursuant to, this section shall, unless otherwise
         provided when authorized or ratified, continue as to a person, who has
         ceased to be a director, officer, employee or agent and shall inure to
         the benefit of the heirs, executors and administrators of such a
         person.

                  (k) The Court of Chancery is hereby vested with exclusive
         jurisdiction to hear and determine all actions for advancement of
         expenses or indemnification brought under this section or any bylaw,
         agreement, vote of stockholders or disinterested directors, or
         otherwise. The Court of Chancery may summarily determine a
         corporation's obligation to advance expenses (including attorneys'
         fees).

         The Certificate of Incorporation of the Company provides:

                  SEVENTH: The Corporation shall, to the fullest extent
         permitted by Section 145 of the General Corporation Law of Delaware, as
         the same may be amended and supplemented, indemnify any and all persons
         whom it shall have power to indemnify under said section from and
         against any and all of the expenses, liabilities or other matters
         referred to in or covered by said section, and the indemnification
         provided for herein shall not be deemed exclusive of any other rights
         to which those indemnified may be entitled under any by-law, agreement,
         vote of stockholders or disinterested directors or otherwise, both as
         to action in his official capacity and as to action in another capacity
         while holding such office, and shall continue as to a person who has
         ceased to be a director, officer, employee or agent and shall inure to
         the benefit of the heirs, executors and administrators of such a
         person.

         The Certificate of Incorporation further provides:

                  EIGHTH: No director of the Corporation shall be personally
         liable to the Corporation or its stockholders for monetary damages for
         breach of his fiduciary duty as a director, provided that nothing
         contained herein shall eliminate or limit the liability of a director
         (i) for any breach of such director's duty of loyalty to the
         Corporation or its stockholders, (ii) for acts or omissions not in good
         faith or which involve intentional misconduct or a knowing violation of
         law, (iii) under Section 174 of the Delaware General Corporation Law or
         any amendment thereto of any successor thereto, or (iv) for any
         transaction

                                      II-4
from which the director derived an improper personal benefit. Neither
         the amendment nor repeal of this Article EIGHTH nor the adoption of any
         provision of the certificate of incorporation inconsistent with this
         Article EIGHTH, shall eliminate or reduce the effect of this Article
         EIGHTH in respect of any matter occurring, or any cause of action, suit
         or claim that, but for this Article EIGHTH would accrue or arise, prior
         to such amendment, repeal or adoption of an inconsistent provision.

         The By-Laws of the Company provide:

                                   ARTICLE VI

                                 INDEMNIFICATION

                  1. EXECUTIVE OFFICERS. The corporation shall indemnify its
         executive officers and those of its subsidiaries to the same extent as
         they would have been insured under the terms of an insurance policy
         issued to the corporation by National Union Fire Insurance Company of
         Pittsburgh, Pennsylvania for the policy year beginning September 26,
         1984 and ending September 26, 1985 had such policy been in effect at
         the time a claim is made against any such executive officers. The
         executive officers of the corporation and its subsidiaries entitled to
         indemnification pursuant to this Article VI, Section l, shall include
         such persons who may hold the offices, either currently or in the
         future, as were covered under the aforementioned policy in the policy
         year indicated.

                  Any indemnification pursuant to this Article VI, Section l
         shall be applicable to acts or omissions that occurred prior to the
         adoption of this Article VI, Section l provided they would have been
         covered under the insurance policy mentioned above. The right to
         indemnification under this Article VI, Section l shall continue after
         any person has ceased to serve in the capacity which would have
         entitled him to such indemnification. Any subsequent repeal or
         amendment of this Article VI, Section l or any provision hereof, which
         shall have the effect of limiting, qualifying or restricting the powers
         or rights of indemnification provided or permitted hereunder shall not,
         solely by reason of such repeal or amendment, eliminate, restrict or
         otherwise affect the right or power of the corporation to indemnify any
         person or affect any right of indemnification of such person with
         respect to claims made prior to such repeal or amendment.

                  The indemnification provided under this Article VI, Section l
         shall not be deemed exclusive of any other rights to which directors,
         officers, agents or employees of the corporation may be entitled under
         Article SEVENTH of the Certificate of Incorporation of the corporation,
         or any agreement, vote of the stockholders or disinterested directors,
         or otherwise.

                  The corporation shall have the right to impose, as conditions
         to any indemnification provided or permitted pursuant to this Article
         VI, Section l, such reasonable requirements and conditions as the Board
         of Directors or stockholders may deem appropriate in each specific case
         and circumstance, including but not limited to (i) that any counsel
         representing the person to be indemnified in connection with the
         defense or settlement of any action shall be selected by the
         corporation, subject to the approval of the person to be indemnified,
         which consent shall not be unreasonably withheld, (ii) that the
         corporation shall have the right, at its option, to assume and control
         the defense or settlement of any claim or proceeding made, initiated or
         threatened against the person to be indemnified, and (iii) that the
         corporation shall be subrogated, to the extent of any payments made by
         way of indemnification, to all of the indemnified person's right of
         recovery, and that the person to be indemnified shall execute all
         writings and do everything necessary to assure such rights of
         subrogation to the corporation.

                  2. OUTSIDE DIRECTORS. The corporation shall indemnify its
         outside (i.e. non-officer) directors and those of its subsidiaries to
         the same extent as they would have been insured under the terms of an
         insurance policy issued to the corporation by National Union Fire
         Insurance Company of Pittsburgh,

                                      II-5
Pennsylvania, for the policy year beginning September 26, 1984 and
         ending September 26, 1985 had such policy been in effect at the time a
         claim is made against any such outside director. The outside directors
         of the corporation and its subsidiaries entitled to indemnification
         pursuant to this Article VI, Section 2 shall include such persons who
         may hold the offices, either currently or in the future, as were
         covered under the aforementioned policy in the policy year indicated.

                  Any indemnification pursuant to this Article VI, Section 2
         shall be applicable to acts or omissions that occurred prior to the
         adoption of this Article VI, Section 2 provided they would have been
         covered under the insurance policy mentioned above. The right to
         indemnification under Article VI, Section 2 shall continue after any
         person has ceased to serve in the capacity which would have entitled
         him to such indemnification. Any subsequent repeal or amendment of this
         Article VI, Section 2 or any provision hereof, which shall have the
         effect of limiting, qualifying or restricting the powers or rights of
         indemnification provided or permitted hereunder shall not, solely by
         reason of such repeal or amendment, eliminate, restrict or otherwise
         affect the right or power of the corporation to indemnify any person or
         affect any right of indemnification of such person with respect to
         claims made prior to such repeal or amendment.

                  The indemnification provided under this Article VI, Section 2
         shall not be deemed exclusive of any other rights to which directors,
         officers, agents or employees of the corporation may be entitled under
         Article SEVENTH of the Certificate of Incorporation of the corporation,
         or any agreement, vote of the stockholders or disinterested directors,
         or otherwise.

                  The corporation shall have the right to impose, as conditions
         to any indemnification provided or permitted pursuant to Article VI,
         Section 2, such reasonable requirements and conditions as the Board of
         Directors or stockholders may deem appropriate in each specific case
         and circumstance, including but not limited to (i) that any counsel
         representing the person to be indemnified in connection with the
         defense or settlement of any action shall be selected by the
         corporation, subject to the approval of the person to be indemnified,
         which consent shall not be unreasonably withheld, (ii) that the
         corporation shall have the right, at its option, to assume and control
         the defense or settlement of any claim or proceeding made, initiated or
         threatened against the person to be indemnified, and (iii) that the
         corporation shall be subrogated, to the extent of any payments made by
         way of indemnification, to all of the indemnified person's right of
         recovery, and that the person to be indemnified shall execute all
         writings and do everything necessary to assure such rights of
         subrogation to the corporation.

                  3. EXECUTIVE OFFICERS AND DIRECTORS PRIOR TO APRIL 9, 1984.
         The corporation shall indemnify its directors and executive officers
         and those of its subsidiaries who were in office prior to April 9, 1984
         to the same extent as they would have been insured under the terms of
         an insurance policy issued to the corporation by National Union Fire
         Insurance Company of Pittsburgh, Pennsylvania for the policy year
         beginning September 26, 1984 and ending September 26, 1985 had such
         policy been in effect at the time a claim is made against any such
         director or officer. The directors and officers of the corporation and
         its subsidiaries entitled to indemnification pursuant to this Article
         VI, Section 3 shall include such persons who held the offices as were
         covered under the aforementioned policy in the policy year indicated.

                  Any indemnification pursuant to this Article VI, Section 3
         shall be applicable to acts or omissions that occurred prior to the
         adoption of this Article VI, Section 3, provided they would have been
         covered under the insurance policy mentioned above. The right to
         indemnification under this Article VI, Section 3 shall continue after
         any person has ceased to serve in the capacity which would have
         entitled him to such indemnification hereunder. Any subsequent repeal
         or amendment of this Article VI, Section 3 or any provision hereof,
         which shall have the effect of limiting, qualifying or restricting the
         powers or rights of indemnification provided or permitted hereunder
         shall not, solely by reason of such repeal or amendment,

                                      II-6
eliminate, restrict or otherwise affect the right or power of the
         corporation to indemnify any person or affect any right of
         indemnification of such person with respect to claims made prior to
         such repeal or amendment.

                  The indemnification provided under this Article VI, Section 3
         shall not be deemed exclusive of any other rights to which directors,
         officers, agents or employees of the corporation may be entitled under
         Article SEVENTH of the Certificate of Incorporation of the corporation,
         or any agreement, vote of the stockholders or disinterested directors,
         or otherwise. The corporation shall have the right to impose, as
         conditions to any indemnification provided or permitted pursuant to
         this Article VI, Section 3, such reasonable requirements and conditions
         as the Board of Directors or stockholders may deem appropriate in each
         specific case and circumstance, including but not limited to (i) that
         any counsel representing the person to be indemnified in connection
         with the defense or settlement of any action shall be selected by the
         corporation, subject to the approval of the person to be indemnified,
         which consent shall not be unreasonably withheld, (ii) that the
         corporation shall have the right, at its option, to assume and control
         the defense or settlement of any claim or proceeding made, initiated or
         threatened against the person to be indemnified, and (iii) that the
         corporation shall be subrogated, to the extent of any payments made by
         way of indemnification, to all of the indemnified person's right of
         recovery, and that the person to be indemnified shall execute all
         writings and do everything necessary to assure such rights of
         subrogation to the corporation.

                  4. DIRECTORS. The corporation shall indemnify its existing
         directors and those of its subsidiaries to the same extent as they
         would have been insured under the terms of an insurance policy issued
         to the corporation by National Union Fire Insurance Company of
         Pittsburgh, Pennsylvania for the policy year beginning September 26,
         1984 and ending September 26, 1985 had such policy been in effect at
         the time a claim is made against any such director. The directors of
         the corporation and its subsidiaries entitled to indemnification
         pursuant to this Article VI, Section 4 shall include such persons who
         may hold the offices, either currently or in the future, as were
         covered under the aforementioned policy in the policy year indicated.

                  Any indemnification pursuant to this Article VI, Section 4
         shall be applicable to acts or omissions that occurred prior to the
         adoption of this Article VI, Section 4 provided they would have been
         covered under the insurance policy mentioned above. The right to
         indemnification under this Article VI, Section 4 shall continue after
         any person has ceased to serve in the capacity which would have
         entitled him to such indemnification hereunder. Any subsequent repeal
         or amendment of this Article VI, Section 4 or any provision hereof,
         which shall have the effect of limiting, qualifying or restricting the
         powers or rights of indemnification provided or permitted hereunder
         shall not, solely by reason of such repeal or amendment, eliminate,
         restrict or otherwise affect the right or power of the corporation to
         indemnify any person or affect any right of indemnification of such
         person with respect to claims made prior to such repeal or amendment.

                  The indemnification provided under this Article VI, Section 4
         shall not be deemed exclusive of any other rights to which directors,
         officers, agents or employees of the corporation may be entitled under
         Article SEVENTH of the Certificate of Incorporation of the corporation,
         or any agreement, vote of the stockholders or disinterested directors,
         or otherwise.

                  The corporation shall have the right to impose, as conditions
         to any indemnification provided or permitted pursuant to this Article
         VI, Section 4, such reasonable requirements and conditions as the Board
         of Directors or stockholders may deem appropriate in each specific case
         and circumstance, including but not limited to (i) that any counsel
         representing the person to be indemnified in connection with the
         defense or settlement of any action shall be selected by the
         corporation, subject to the approval of the person to be indemnified,
         which consent shall not be unreasonably withheld, (ii) that the
         corporation shall have the right, at its option, to assume and control
         the defense or settlement of any claim or proceeding made,

                                      II-7
initiated or threatened against the person to be indemnified, and (iii)
         that the corporation shall be subrogated, to the extent of any payments
         made by way of indemnification, to all of the indemnified person's
         right of recovery, and that the person to be indemnified shall execute
         all writings and do everything necessary to assure such rights of
         subrogation to the corporation.

                  5. SEVERABILITY. If any of the provisions of this Article VI,
         or any part hereof, is hereafter construed to be invalid or
         unenforceable, the same shall not affect the remaining provisions of
         this Article VI, which shall remain in full effect without regard to
         the invalid portion or portions.

         In addition, the By-Laws provide that the Company has the authority to
obtain liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

Exhibit No.       Description

4                 Instruments defining the rights of security holders, including
                  indentures

                  4.1(a)   (i)      Certificate of Incorporation of the
                                    Company, as amended (incorporated by
                                    reference to Exhibit 3(a) to Company's
                                    Annual Report on Form 10-K for the fiscal
                                    year ended May 31, 1987 filed with the
                                    Commission on August 26, 1987, as amended
                                    January 14, 1988).

                           (ii)     Certificate of Amendment of the Certificate
                                    of Incorporation filed with the Secretary of
                                    State of the State of Delaware on November
                                    1, 1990 (incorporated by reference to
                                    Exhibit 3(b) to Company's Annual Report on
                                    Form 10-K for the fiscal year ended May 31,
                                    1992 filed with the Commission on August 28,
                                    1992).

                           (iii)    Certificate of Amendment of the Certificate
                                    of Incorporation filed with the Secretary of
                                    State of the State of Delaware on November
                                    6, 1997 (incorporated by reference to
                                    Exhibit 4.1(a)(iii) to Company's
                                    Registration Statement for the Lazare Kaplan
                                    International Inc. 1997 Long Term Stock
                                    Incentive Plan on Form S-8 filed with the
                                    Commission on November 14, 1997).

                  4.1(b)   Certificate of Designations of Series A Junior
                           Participating Preferred Stock filed with the
                           Secretary of State of the State of Delaware on
                           November 6, 1997 (incorporated by reference to
                           Exhibit 4.1(b) to the Company's Registration on Form
                           S-8 filed with the Commission on November 14, 1997.)

                  4.2      By-Laws of the Company, as currently in effect
                           (incorporated by reference to Exhibit 3(ii) to
                           Company's Registration Statement on Form S-1 filed
                           with the Commission on August 28 1972).

                  4.3      Form of certificate representing shares of the
                           Company's Common Stock (incorporated by reference to
                           Exhibit 4(a) to Amendment No. 1 to Registration
                           Statement on Form S-2 filed with the Commission on
                           October 4, 1990 ).

                  4.4      The Lazare Kaplan 401(k) Plan for Savings and 
                           Investment.*

                                      II-8
5                 Opinion re legality

                  5.1      Opinion of Warshaw Burstein Cohen Schlesinger &
                           Kuh, LLP*

                  5.2      (i)  Internal Revenue Service Determination Letter 
                                dated July 12, 1994.*

                           (ii) Commonwealth of Puerto Rico Department of
                                Treasury, Bureau of Income Tax Letter
                                dated October 11, 1994.*

15                Letter on unaudited interim financial information - not
                  applicable

23                Consent of experts and counsel

                  23.1     Consent of Warshaw Burstein Cohen Schlesinger & 
                           Kuh, LLP (contained in Exhibit 5.1)

                  23.2     Consent of Ernst & Young LLP*

24                Power of attorney (contained in the signature pages hereto)*

------------
*Filed herewith

ITEM 9.  UNDERTAKINGS.

                  The Company hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement

                           (i)  To include any prospectus required by 
                  Sections 10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represents a fundamental
                  change in the information set forth in the registration
                  statement;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                                      II-9
(3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.

                  In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                      II-10
SIGNATURES

         The Registrant. 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 New York, State of New York on May 8, 1998.

                                          LAZARE KAPLAN INTERNATIONAL INC.

                                          By:  /s/ Sheldon L. Ginsberg
                                             -------------------------------
                                               Sheldon L. Ginsberg,
                                               Executive Vice President and
                                               Chief Financial Officer

         Each person whose signature appears below hereby constitutes and
appoints Leon Tempelsman and Lucien Burstein, and each of them, his true and
lawful attorney-in-fact, with full power of substitution and resubstitution, for
him in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933, hereby ratifying and confirming all that either such
attorneys-in-fact or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated and on the dates indicated.
Signatures                                      Title                          Date
----------                                      -----                          ----
/s/ Maurice Tempelsman                                                      May 8, 1998
---------------------------                     Chairman of the Board
Maurice Tempelsman                              of Directors

/s/ Leon Tempelsman                             Vice Chairman of the         May 8, 1998
------------------------------------            Board of Directors
Leon Tempelsman                                 (principal executive
                                                 officer)

/s/ George R. Kaplan                            Vice Chairman of the         May 8, 1998
------------------------------------            Board of Directors
George R. Kaplan                            

/s/ Lucien Burstein                             Director                     May 8, 1998
------------------------------------
Lucien Burstein

/s/ Myer Feldman                                Director                     May 8, 1998
------------------------------------
Myer Feldman

/s/ Michael W. Butterwick                       Director                     May 8, 1998
------------------------------------
Michael W. Butterwick
II-11
/s/ Sheldon L. Ginsberg                         Director, Executive Vice             May 8, 1998
---------------------------------               President and Chief Financial
Sheldon L. Ginsberg                             Officer (principal financial and
                                                accounting officer)

/s/ Robert Speisman                             Director                             May 8, 1998
---------------------------------
Robert Speisman
The Plan. Pursuant to the requirements of the Securities Act
of 1933, the trustees have duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York on May 8, 1998.

                                                LAZARE KAPLAN 401(k) PLAN
                                                FOR SAVINGS AND INVESTMENT

                                                By: /s/ Sheldon L. Ginsberg
                                                    --------------------------
                                                    Sheldon L. Ginsberg,
                                                    Trustee

                                                By: /s/ Leon Tempelsman
                                                    --------------------------
                                                    Leon Tempelsman
                                                    Trustee

                                                By: /s/ Robert Speisman
                                                    --------------------------
                                                    Robert Speisman
                                                    Trustee

                                      II-12
EXHIBIT INDEX

Exhibit No.    Description
-----------    -----------
4.4            (a)      The Lazare Kaplan International Inc. 401(k) Plan for 
                        Savings and Investment.

               (b)      Adoption Agreement, dated September 25, 1989.

               (c)      Adoption Agreement, dated March 28, 1998.

5.1            Opinion of Warshaw Burstein Cohen Schlesinger & Kuh, LLP.

5.2            (i)      Internal Revenue Service Determination Letter dated
                        July 12, 1994.

               (ii)     Commonwealth of Puerto Rico Department of Treasury,
                        Bureau of Income Tax Letter Dated October 11, 1994.

23.2           Consent of Ernst & Young LLP

                       STATEMENT OF DIFFERENCES

The service mark symbol shall be expressed as................... 'sm'