<PAGE>
 
<PAGE>

As filed with the Securities and Exchange Commission on November 14, 1997
                                                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 INTERNATIONAL INC.
                       1997 LONG TERM STOCK INCENTIVE PLAN
                            (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(2)           price(2)          registration fee(3)
---------------------------         ----------          ------------------           --------          -------------------

<C>                              <C>                    <C>                     <C>                    <C>

     Common Stock,               400,000 shares(1)            $15.313               $6,125,000                $1,856
    $1.00 par value

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

</TABLE>

        (1) The number of shares issuable pursuant to the Lazare Kaplan
International Inc. 1997 Long Term Stock Incentive Plan, whether pursuant to
stock based awards granted or to be granted thereunder or upon exercise of
options granted or to be granted thereunder, in each case subject to adjustment
for antidilution as provided therein.

        (2) 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 November 11, 1997.

        (3) The registration fee has been calculated, pursuant to Section 6(b)
of the Securities Act of 1933, as follows: one thirty- third of one percent of
the proposed maximum aggregate offering price of the shares of Common Stock
being registered hereby.






<PAGE>
 
<PAGE>



PROSPECTUS

                        LAZARE KAPLAN INTERNATIONAL INC.

                                 400,000 Shares

                          Common Stock, $1.00 Par Value

               This Prospectus has been prepared by Lazare Kaplan International
Inc., a Delaware corporation (the "Company") for use upon resale of shares of
Common Stock of the Company by certain "affiliates", as defined in Rule 405
under the Securities Act of 1933, as amended (the "1933 Act"), of the Company
(the "Selling Stockholders") who have acquired or may acquire such shares of
Common Stock upon (i) the receipt of a stock based award under the Lazare Kaplan
International Inc. 1997 Long Term Stock Incentive Plan (the "1997 Plan") or (ii)
the exercise of an option granted or to be granted under the 1997 Plan. The
maximum number of shares which may be offered or sold hereunder is subject to
adjustment in the event of stock splits or dividend, recapitalization and other
similar changes affecting the Company's Common Stock. It is anticipated that the
Selling Stockholders will offer shares of Common Stock for resale at prevailing
prices on the American Stock Exchange on the date of sale. The Company will
receive none of the proceeds from the sale of the Common Stock offered hereby.

               All expenses of registration incurred in connection with this
offering are being borne by the Company, but all selling and other expenses
incurred by the individual Selling Stockholders will be borne by such Selling
Stockholders.


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

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
       EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
      SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
          PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


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

THE COMMON STOCK OFFERED BY THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS".

                The date of this Prospectus is November 14, 1997.






<PAGE>
 
<PAGE>



               No person is authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
any offer to sell or sale of the securities to which this Prospectus relates
and, if given or made, such information or representations must not be relied
upon as having been authorized. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, imply that there has been no
change in the facts herein set forth since the date hereof. This Prospectus does
not constitute an offer to sell to or a solicitation of any offer to buy from
any person in any state in which such offer or solicitation would be unlawful.



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


                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----
Available Information......................................................  3
The Company................................................................  3
Documents Incorporated by Reference........................................  3
Risk Factors...............................................................  5
Selling Stockholders.......................................................  6
Plan of Distribution.......................................................  7
Description of Capital Stock...............................................  7
Legal Matters..............................................................  8
Experts....................................................................  8






                                        2





<PAGE>
 
<PAGE>




                              AVAILABLE INFORMATION

               The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports and other information with the Securities and Exchange Commission
(the "Commission"). Reports, proxy statements and other information filed by the
Company can be inspected and copied at the principal office of the Commission,
Public Reference Room, 450 Fifth Street, N.W., Washington, DC 20549, and at the
regional offices of the Commission located at Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois, 60651-2511 and at Seven
World Trade Center, Suite 1300, New York, New York 10048. Copies can be obtained
from the Commission at prescribed rates by writing to the Commission at 450
Fifth Street, N.W., Washington, DC 20549. The Commission maintains a Web site
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The address
of such Web site is http:\\www.sec.gov. The Common Stock of the Company is
listed on the American Stock Exchange. Reports, proxy and information
statements, and other information concerning the Company can be inspected and
copied at the American Stock Exchange, 86 Trinity Place, New York, New York
10006

               The Company has filed with the Commission a registration
statement (herein, together with all amendments thereto the "Registration
Statement") under the 1933 Act, as amended, with respect to the securities
offered hereby. This Prospectus does not contain all the information set forth
in the Registration Statement, certain portions of which are omitted in
accordance with the rules and regulations of the Commission. The Registration
Statement including the exhibits filed as a part thereof, may be examined
without charge at the office of the Commission, and photocopies of such
Registration Statement, or any portion thereof, may be obtained upon payment of
the prescribed fee. Reference is hereby made to the Registration Statement and
such exhibits for further information about the Company and the Securities
offered hereby.

               The Company will provide, upon request, without charge to each
person to whom this Prospectus is delivered, a copy of any or all of the
documents incorporated herein by reference except for certain exhibits to such
documents. Requests for such copies should be directed to Chief Financial
Officer, Lazare Kaplan International Inc., 529 Fifth Avenue, New York, NY 10017,
telephone number (212) 972-9700. Any statement contained in a document
incorporated herein by reference shall be deemed to be modified or superseded
for all purposes to the extent that a statement contained in this Prospectus
modifies or replaces such statement.

                                   THE COMPANY

               The Company is a Delaware corporation and has its principal
executive offices at 529 Fifth Avenue, New York, New York 10017. The Company's
telephone number is (212) 972-9700.

                              DOCUMENTS INCORPORATED BY REFERENCE

               The following documents, which have been filed by the Company
with the Commission pursuant to the Exchange Act are incorporated by reference
into this Prospectus:

               (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 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

                                              3


<PAGE>
 
<PAGE>



        Registration Statement on Form S-1 filed with the Commission on 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 Prospectus 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 Prospectus, 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 Prospectus 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 Prospectus 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 Prospectus 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 Prospectus 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 Prospectus 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
Prospectus.





                                        4






<PAGE>
 
<PAGE>



                                  RISK FACTORS

               Potential purchasers of Common Stock should consider carefully
the following matters, as well as the other information contained in this
Prospectus, before deciding to purchase shares of Common Stock offered hereby.

               Availability of Rough Diamonds. The Company's business is
dependent upon the availability of rough diamonds, the world's known sources of
which are highly concentrated. Historically, the Company's principal supplier of
rough diamonds has been the Diamond Trading Company (the "DTC"), which, based on
published reports, together with its affiliates, controls approximately 70 - 75%
of the value of world diamond output. The Company has been a client of the DTC
for over 50 years and believes its relations with the DTC are good. For the
three fiscal years ended May 31, 1997, 1996, and 1995, approximately 40%, 50%,
and 47%, respectively, of the Company's purchases of rough diamonds were from
the DTC. The Company has diversified its sources of supply over the last several
years by entering into arrangements with other suppliers of rough diamonds. This
diversification includes the expansion of purchasing of rough diamonds in
Africa, and expanding operations at its office in Antwerp to supplement the
Company's rough diamond buying needs by making purchases in the secondary
market. However, if there should be any interruption in the Company's
relationship with the DTC as its primary source supplier of rough diamonds, such
interruption could have a material adverse effect on the Company's operations.
The Company's sources of supply could also be adversely affected by political
and economic developments in producing countries over which the Company has no
control. See "--Risk of Foreign Operations"

               Effect of Possible Diamond Supply and Price Fluctuations. Through
its control of the world's rough diamond supply and its own inventory, De Beers
Centenary AG, an affiliate of the DTC, can exert significant control over the
pricing of rough and polished diamonds. Global rough diamond pricing can be
affected positively or negatively by general economic conditions as well as by
imbalances in the supply of and demand for rough and/or polished diamonds. In
recent years, significant short-term increases of rough diamond supply have
reportedly originated from Russia and Angola. Should there be a material and
sudden increase in the availability of rough diamonds beyond the global
marketplaces' capacity to absorb, including increases in available diamonds from
such sources or from new sources, the Company and the diamond industry could be
materially adversely affected. Major fluctuations in the prices of rough and
polished diamonds have occurred in the past. Any large rapid increase in rough
diamond prices could materially adversely affect the Company's revenue and
operating margins if the increased cost cannot be passed along to the Company's
customers in a timely manner. Any rapid decrease in the price of polished
diamonds could materially adversely affect the Company in terms of inventory
losses and lower margins.

               Risk of Foreign Operations. The world's sources of rough diamonds
are highly concentrated in a limited number of countries, including Angola,
Australia, Botswana, Ghana, Guinea, Namibia, Russia, Sierra Leone, South Africa
and Zaire. Varying degrees of political and economic risk exist in these
countries. As a consequence, the diamond business is subject to various
sovereign risks beyond the industry's control, such as changes in laws and
policies affecting foreign trade and investment. In addition, the Company is
subject to various political and economic risks, including the instability of
foreign economies and governments, labor disputes, war and civil disturbances
and other risks that could cause production difficulties or stoppages, restrict
the movement of inventory or result in the deprivation or loss of contract
rights or the taking of property by nationalization or expropriation without
fair compensation.

               Luxury Product. The Company produces a luxury product that it
sells domestically and internationally primarily to quality retailers. Consumers
purchase polished diamonds with discretionary, disposable income. Consumer
purchasing patterns can be influenced by general economic conditions in
consuming countries, employment levels and consumer confidence. A negative trend
in any of these items could have a material adverse effect on the Company.




                                        5





<PAGE>
 
<PAGE>



               Dependence on Key Personnel. The success of the Company is highly
dependent upon the efforts of Maurice and Leon Tempelsman, the loss of whose
combined services would have a material adverse effect on the Company.

               Limited Trading Market and Possible Volatility of Common Stock
Prices. Although the Common Stock has been traded on the American Stock Exchange
since 1972, trading activity of the Common Stock has been limited, totalling
approximately 170,000 shares per month on average over the 12 months ended
September 30, 1997. Accordingly, this low trading volume may have had a
significant effect on the market price of the Common Stock, and historic prices
may not necessarily be indicative of market price in a more liquid market.

               Control by Existing Stockholders. Maurice Tempelsman, the
Chairman of the Board of the Company, and his son, Leon Tempelsman, the
Vice-Chairman and President of the Company (Maurice Tempelsman and Leon
Tempelsman, collectively the "Tempelsmans"), together beneficially own 3,601,873
shares, or approximately 42% of the Company's Common Stock outstanding. As a
result of the ownership of such shares, the Tempelsmans have significant ability
to control the election of all of the Company's directors, to determine the
outcome of all corporate actions requiring stockholder approval, and otherwise
to control the Company's business.

                              SELLING STOCKHOLDERS

               The shares of Common Stock to which this Prospectus relates are
being registered for reoffers and resales by the Selling Stockholders of the
Company who may acquire such shares upon (i) the receipt of an award under the
1997 Plan or (ii) the exercise of an option granted or to be granted under the
1997 Plan. The Selling Stockholders named below may resell all, or a portion, or
none of the shares of Common Stock they have acquired or may acquire as
aforesaid.

               Participants under the 1997 Plan who are deemed to be
"affiliates" of the Company who acquire Common Stock under the Plan may be added
to the Selling Stockholders listed below from time to time, either by means of a
post-effective amendment to the Registration Statement or by use of a prospectus
supplement filed pursuant to Rule 424(c) under the 1933 Act. An "affiliate" is
defined in Rule 405 under the 1933 Act as a "person that directly or indirectly,
through one or more intermediaries, controls, or is controlled by or is under
common control with" the Company.

                The following table sets forth certain information concerning
the Selling Stockholders as of the date of this Prospectus. Except as otherwise
noted, none of the Selling Stockholders listed below has or within the past
three years had any other position, office or other material relationship with
the Company or any of its predecessors or affiliates.





                                        6





<PAGE>
 
<PAGE>

<TABLE>
<CAPTION>

                                                                 Maximum Number of
                                                                 Shares Subject to
                                                                 Outstanding Awards
Name of                      Position with                       Which May Be
Selling Stockholders         the Company                         Reoffered Hereby(1)
--------------------         ------------------------            -------------------

<S>                          <C>                                 <C>
Leon Tempelsman              Vice Chairman of the                        --
                              Board of Directors,
                              President and Director

Sheldon L. Ginsberg          Executive Vice President,                   --
                              Chief Financial Officer
                              and Director

Robert Speisman              Vice President- Sales                       --
                              and Director

</TABLE>

                              PLAN OF DISTRIBUTION

               The shares of Common Stock are being sold by the Selling
Stockholders for their own accounts. The shares may be sold or transferred for
value by the Selling Stockholders, or by pledgees, donees, transferees or other
successors in interest to the Selling Stockholders, in one or more transactions
on the American Stock Exchange, in negotiated transactions or in a combination
of such methods of sale, at the market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at prices otherwise
negotiated. The Selling Stockholders may effect such transactions by selling the
shares of Common Stock to or through broker-dealers, and such broker-dealers may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholders and/or the purchasers of the shares
for whom such broker-dealers may act as agent (which compensation may be less
than or in excess of the customary commissions). The Selling Stockholders and
any broker-dealers that participate in the distribution of the Shares may be
deemed to be underwriters within the meaning of Section 2(11) of the 1933 Act
and any commissions received by them and any profit on the resale of the shares
of Common Stock sold by them may be deemed to be underwriting discounts and
commissions under the 1933 Act.

               There can be no assurances that any of the Selling Stockholders
will sell any or all of the shares of Common Stock offered by them hereunder.

                        DESCRIPTION OF THE CAPITAL STOCK

               The Company's authorized capital stock consists of 10,000,000
shares of Common Stock, $1.00 par value and 5,000,000 shares of Preferred Stock,
$.01 par value. The terms and conditions of the Company's Common Stock and
Preferred Stock are governed by the laws of the state of Delaware as well as by
the Company's Certificate of Incorporation and the By-Laws.

               Holders of shares of Common Stock are entitled to one vote for
each share held of record on all matters submitted to a vote of stockholders.
Stockholders do not have cumulative voting rights. Each share of





--------
(1) As of October 31, 1997. Does not constitute a commitment to sell any or all
of the stated number of shares of Common Stock. The number of shares offered
shall be determined from time to time by each Selling Stockholder at his sole
discretion.



                                        7





<PAGE>
 
<PAGE>



Common Stock is entitled to share equally in such dividends as the Board of
Directors, in its discretion, may validly declare from funds legally available
therefor. In the event of liquidation, each outstanding share of Common Stock
entitles its holder to participate ratably in the assets remaining after payment
of liabilities and obligations, if any, to holders of the Company's preferred
stock then outstanding.

               Stockholders have no preemptive rights or other rights to
subscribe for or purchase additional shares of any class of capital stock or any
other securities of the Company and there are no redemption or sinking fund
provisions with regard to the Common Stock or any conversion rights. All
outstanding shares of Common Stock are, and those offered hereby will be,
validly issued, fully paid and nonassessable.

                                  LEGAL MATTERS

               Certain matters with respect to the shares of the Common Stock
offered hereby will be passed upon for the Company of Warshaw Burstein Cohen
Schlesinger & Kuh, LLP, New York, New York.

                                     EXPERTS

               The consolidated financial statements of Lazare Kaplan
International Inc. incorporated by reference in its Annual Report (Form 10-K)
for the fiscal year ended May 31, 1997 and the related financial statement
schedule included therein, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon included or incorporated by
reference therein and incorporated herein by reference. Such consolidated
financial statements and the related financial statement schedule are
incorporated herein by reference in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.





                                        8





<PAGE>
 
<PAGE>



                                     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 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.





                                      II-1





<PAGE>
 
<PAGE>



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 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




                                      II-2





<PAGE>
 
<PAGE>



        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 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).





                                      II-3




<PAGE>
 
<PAGE>




        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
        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.





                                      II-4





<PAGE>
 
<PAGE>




               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, 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




                                      II-5





<PAGE>
 
<PAGE>



        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, 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






                                      II-6





<PAGE>
 
<PAGE>



        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, 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.


<TABLE>
<CAPTION>
Exhibit No.    Description
-----------    -----------

<C>            <S>           <C>

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).

</TABLE>




                                      II-7




<PAGE>
 
<PAGE>

<TABLE>
<C>            <S>           <C>


                      (iii)  Certificate of Amendment of the Certificate of
                             Incorporation filed with the Secretary of State of
                             the State of Delaware on November 6, 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*

               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 International Inc. 1997 Long Term Stock
                      Incentive Plan (incorporated by reference to Appendix A to
                      the Company's proxy statement for its Annual Meeting of
                      Stockholders held on November 5, 1997, as filed with the
                      Commission on September 19, 1997).

               4.5(a) Form of Incentive Stock Option Agreement for options
                      granted pursuant to the Lazare Kaplan International Inc.
                      1997 Long Term Stock Incentive Plan.*

               4.5(b) Form of Non-Qualified Stock Option Agreement for options
                      granted pursuant to the Lazare Kaplan International Inc.
                      1997 Long Term Stock Incentive Plan.*

5              Opinion re legality

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

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)*

</TABLE>


----------

*Filed herewith



ITEM 9. UNDERTAKINGS.

               The Company will:

               (1) File, during any period in which it offers or sells
        securities, a post-effective amendment to this registration statement to
        include any additional or changed material information on the plan of
        distribution;





                                      II-8





<PAGE>
 
<PAGE>



               (2) For determining liability under the Securities Act of 1933
        (the "Securities Act"), treat each post-effective amendment as a new
        registration statement of the securities offered, and the offering of
        the securities at that time to be the initial bona fide offering; and

               (3) File a post-effective amendment to remove from registration
        any of the securities that remain unsold at the end 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-9






<PAGE>
 
<PAGE>



                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on November 13, 1997.



                                            LAZARE KAPLAN INTERNATIONAL INC.



                                            By:/s/ Sheldon L. Ginsberg
                                               _________________________________
                                               Sheldon L. Ginsberg,
                                               Executive Vice President and
                                               Chief Financial Officer
                                               (principal financial and
                                               accounting officer)







                                      II-10





<PAGE>
 
<PAGE>


        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                      Chairman of the Board       November 13, 1997
-----------------------------               of Directors
Maurice Tempelsman



/s/ Leon Tempelsman                         Vice Chairman of the        November 13, 1997
-----------------------------               Board of Directors
Leon Tempelsman



/s/ George R. Kaplan                        Vice Chairman of the        November 13, 1997
-----------------------------               Board of Directors
George R. Kaplan



/s/ Lucien Burstein                         Director                    November 13, 1997
-----------------------------
Lucien Burstein



/s/ Myer Feldman                            Director                    November 13, 1997
-----------------------------
Myer Feldman



                                            Director                    November 13, 1997
-----------------------------
Michael W. Butterwick



/s/ Sheldon L. Ginsberg                     Director                    November 13, 1997
-----------------------------
Sheldon L. Ginsberg



/s/ Robert Speisman                         Director                    November 13, 1997
-----------------------------
Robert Speisman



</TABLE>





                                      II-11





<PAGE>
 
<PAGE>



                                  EXHIBIT INDEX

Exhibit No.    Description
-----------    -----------
4.1(a)(iii)    Certificate of Amendment of the Certificate of Incorporation
               filed with the Secretary of State of the State of Delaware on
               November 6, 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

4.5(a)         Form of Incentive Stock Option Agreement for options granted
               pursuant to the Lazare Kaplan International Inc. 1997 Long Term
               Stock Incentive Plan.

4.5(b)         Form of Non-Qualified Stock Option Agreement for options granted
               pursuant to the Lazare Kaplan International Inc. 1997 Long Term
               Stock Incentive Plan.

5.1            Opinion of Warshaw Burstein Cohen Schlesinger & Kuh, LLP

23.2           Consent of Ernst & Young LLP





<PAGE>
[{"type": "S-8", "sequence": "1", "description": "LAZARE KAPLAN INTERNATIONAL INC.", "secsgml_size_bytes": 68013}]
{"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": "333-40225", "film-number": "97719042"}, "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 November 14, 1997
                                                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 INTERNATIONAL INC.
                       1997 LONG TERM STOCK INCENTIVE PLAN
                            (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(2)           price(2)          registration fee(3)
---------------------------         ----------          ------------------           --------          -------------------
Common Stock,               400,000 shares(1)            $15.313               $6,125,000                $1,856
    $1.00 par value

========================================================================================================================
(1) The number of shares issuable pursuant to the Lazare Kaplan
International Inc. 1997 Long Term Stock Incentive Plan, whether pursuant to
stock based awards granted or to be granted thereunder or upon exercise of
options granted or to be granted thereunder, in each case subject to adjustment
for antidilution as provided therein.

        (2) 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 November 11, 1997.

        (3) The registration fee has been calculated, pursuant to Section 6(b)
of the Securities Act of 1933, as follows: one thirty- third of one percent of
the proposed maximum aggregate offering price of the shares of Common Stock
being registered hereby.
PROSPECTUS

                        LAZARE KAPLAN INTERNATIONAL INC.

                                 400,000 Shares

                          Common Stock, $1.00 Par Value

               This Prospectus has been prepared by Lazare Kaplan International
Inc., a Delaware corporation (the "Company") for use upon resale of shares of
Common Stock of the Company by certain "affiliates", as defined in Rule 405
under the Securities Act of 1933, as amended (the "1933 Act"), of the Company
(the "Selling Stockholders") who have acquired or may acquire such shares of
Common Stock upon (i) the receipt of a stock based award under the Lazare Kaplan
International Inc. 1997 Long Term Stock Incentive Plan (the "1997 Plan") or (ii)
the exercise of an option granted or to be granted under the 1997 Plan. The
maximum number of shares which may be offered or sold hereunder is subject to
adjustment in the event of stock splits or dividend, recapitalization and other
similar changes affecting the Company's Common Stock. It is anticipated that the
Selling Stockholders will offer shares of Common Stock for resale at prevailing
prices on the American Stock Exchange on the date of sale. The Company will
receive none of the proceeds from the sale of the Common Stock offered hereby.

               All expenses of registration incurred in connection with this
offering are being borne by the Company, but all selling and other expenses
incurred by the individual Selling Stockholders will be borne by such Selling
Stockholders.

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

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
       EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
      SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
          PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

THE COMMON STOCK OFFERED BY THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS".

                The date of this Prospectus is November 14, 1997.
No person is authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
any offer to sell or sale of the securities to which this Prospectus relates
and, if given or made, such information or representations must not be relied
upon as having been authorized. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, imply that there has been no
change in the facts herein set forth since the date hereof. This Prospectus does
not constitute an offer to sell to or a solicitation of any offer to buy from
any person in any state in which such offer or solicitation would be unlawful.

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

                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----
Available Information......................................................  3
The Company................................................................  3
Documents Incorporated by Reference........................................  3
Risk Factors...............................................................  5
Selling Stockholders.......................................................  6
Plan of Distribution.......................................................  7
Description of Capital Stock...............................................  7
Legal Matters..............................................................  8
Experts....................................................................  8

                                        2
AVAILABLE INFORMATION

               The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports and other information with the Securities and Exchange Commission
(the "Commission"). Reports, proxy statements and other information filed by the
Company can be inspected and copied at the principal office of the Commission,
Public Reference Room, 450 Fifth Street, N.W., Washington, DC 20549, and at the
regional offices of the Commission located at Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois, 60651-2511 and at Seven
World Trade Center, Suite 1300, New York, New York 10048. Copies can be obtained
from the Commission at prescribed rates by writing to the Commission at 450
Fifth Street, N.W., Washington, DC 20549. The Commission maintains a Web site
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The address
of such Web site is http:\\www.sec.gov. The Common Stock of the Company is
listed on the American Stock Exchange. Reports, proxy and information
statements, and other information concerning the Company can be inspected and
copied at the American Stock Exchange, 86 Trinity Place, New York, New York
10006

               The Company has filed with the Commission a registration
statement (herein, together with all amendments thereto the "Registration
Statement") under the 1933 Act, as amended, with respect to the securities
offered hereby. This Prospectus does not contain all the information set forth
in the Registration Statement, certain portions of which are omitted in
accordance with the rules and regulations of the Commission. The Registration
Statement including the exhibits filed as a part thereof, may be examined
without charge at the office of the Commission, and photocopies of such
Registration Statement, or any portion thereof, may be obtained upon payment of
the prescribed fee. Reference is hereby made to the Registration Statement and
such exhibits for further information about the Company and the Securities
offered hereby.

               The Company will provide, upon request, without charge to each
person to whom this Prospectus is delivered, a copy of any or all of the
documents incorporated herein by reference except for certain exhibits to such
documents. Requests for such copies should be directed to Chief Financial
Officer, Lazare Kaplan International Inc., 529 Fifth Avenue, New York, NY 10017,
telephone number (212) 972-9700. Any statement contained in a document
incorporated herein by reference shall be deemed to be modified or superseded
for all purposes to the extent that a statement contained in this Prospectus
modifies or replaces such statement.

                                   THE COMPANY

               The Company is a Delaware corporation and has its principal
executive offices at 529 Fifth Avenue, New York, New York 10017. The Company's
telephone number is (212) 972-9700.

                              DOCUMENTS INCORPORATED BY REFERENCE

               The following documents, which have been filed by the Company
with the Commission pursuant to the Exchange Act are incorporated by reference
into this Prospectus:

               (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 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

                                              3
Registration Statement on Form S-1 filed with the Commission on 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 Prospectus 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 Prospectus, 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 Prospectus 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 Prospectus 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 Prospectus 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 Prospectus 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 Prospectus 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
Prospectus.

                                        4
RISK FACTORS

               Potential purchasers of Common Stock should consider carefully
the following matters, as well as the other information contained in this
Prospectus, before deciding to purchase shares of Common Stock offered hereby.

               Availability of Rough Diamonds. The Company's business is
dependent upon the availability of rough diamonds, the world's known sources of
which are highly concentrated. Historically, the Company's principal supplier of
rough diamonds has been the Diamond Trading Company (the "DTC"), which, based on
published reports, together with its affiliates, controls approximately 70 - 75%
of the value of world diamond output. The Company has been a client of the DTC
for over 50 years and believes its relations with the DTC are good. For the
three fiscal years ended May 31, 1997, 1996, and 1995, approximately 40%, 50%,
and 47%, respectively, of the Company's purchases of rough diamonds were from
the DTC. The Company has diversified its sources of supply over the last several
years by entering into arrangements with other suppliers of rough diamonds. This
diversification includes the expansion of purchasing of rough diamonds in
Africa, and expanding operations at its office in Antwerp to supplement the
Company's rough diamond buying needs by making purchases in the secondary
market. However, if there should be any interruption in the Company's
relationship with the DTC as its primary source supplier of rough diamonds, such
interruption could have a material adverse effect on the Company's operations.
The Company's sources of supply could also be adversely affected by political
and economic developments in producing countries over which the Company has no
control. See "--Risk of Foreign Operations"

               Effect of Possible Diamond Supply and Price Fluctuations. Through
its control of the world's rough diamond supply and its own inventory, De Beers
Centenary AG, an affiliate of the DTC, can exert significant control over the
pricing of rough and polished diamonds. Global rough diamond pricing can be
affected positively or negatively by general economic conditions as well as by
imbalances in the supply of and demand for rough and/or polished diamonds. In
recent years, significant short-term increases of rough diamond supply have
reportedly originated from Russia and Angola. Should there be a material and
sudden increase in the availability of rough diamonds beyond the global
marketplaces' capacity to absorb, including increases in available diamonds from
such sources or from new sources, the Company and the diamond industry could be
materially adversely affected. Major fluctuations in the prices of rough and
polished diamonds have occurred in the past. Any large rapid increase in rough
diamond prices could materially adversely affect the Company's revenue and
operating margins if the increased cost cannot be passed along to the Company's
customers in a timely manner. Any rapid decrease in the price of polished
diamonds could materially adversely affect the Company in terms of inventory
losses and lower margins.

               Risk of Foreign Operations. The world's sources of rough diamonds
are highly concentrated in a limited number of countries, including Angola,
Australia, Botswana, Ghana, Guinea, Namibia, Russia, Sierra Leone, South Africa
and Zaire. Varying degrees of political and economic risk exist in these
countries. As a consequence, the diamond business is subject to various
sovereign risks beyond the industry's control, such as changes in laws and
policies affecting foreign trade and investment. In addition, the Company is
subject to various political and economic risks, including the instability of
foreign economies and governments, labor disputes, war and civil disturbances
and other risks that could cause production difficulties or stoppages, restrict
the movement of inventory or result in the deprivation or loss of contract
rights or the taking of property by nationalization or expropriation without
fair compensation.

               Luxury Product. The Company produces a luxury product that it
sells domestically and internationally primarily to quality retailers. Consumers
purchase polished diamonds with discretionary, disposable income. Consumer
purchasing patterns can be influenced by general economic conditions in
consuming countries, employment levels and consumer confidence. A negative trend
in any of these items could have a material adverse effect on the Company.

                                        5
Dependence on Key Personnel. The success of the Company is highly
dependent upon the efforts of Maurice and Leon Tempelsman, the loss of whose
combined services would have a material adverse effect on the Company.

               Limited Trading Market and Possible Volatility of Common Stock
Prices. Although the Common Stock has been traded on the American Stock Exchange
since 1972, trading activity of the Common Stock has been limited, totalling
approximately 170,000 shares per month on average over the 12 months ended
September 30, 1997. Accordingly, this low trading volume may have had a
significant effect on the market price of the Common Stock, and historic prices
may not necessarily be indicative of market price in a more liquid market.

               Control by Existing Stockholders. Maurice Tempelsman, the
Chairman of the Board of the Company, and his son, Leon Tempelsman, the
Vice-Chairman and President of the Company (Maurice Tempelsman and Leon
Tempelsman, collectively the "Tempelsmans"), together beneficially own 3,601,873
shares, or approximately 42% of the Company's Common Stock outstanding. As a
result of the ownership of such shares, the Tempelsmans have significant ability
to control the election of all of the Company's directors, to determine the
outcome of all corporate actions requiring stockholder approval, and otherwise
to control the Company's business.

                              SELLING STOCKHOLDERS

               The shares of Common Stock to which this Prospectus relates are
being registered for reoffers and resales by the Selling Stockholders of the
Company who may acquire such shares upon (i) the receipt of an award under the
1997 Plan or (ii) the exercise of an option granted or to be granted under the
1997 Plan. The Selling Stockholders named below may resell all, or a portion, or
none of the shares of Common Stock they have acquired or may acquire as
aforesaid.

               Participants under the 1997 Plan who are deemed to be
"affiliates" of the Company who acquire Common Stock under the Plan may be added
to the Selling Stockholders listed below from time to time, either by means of a
post-effective amendment to the Registration Statement or by use of a prospectus
supplement filed pursuant to Rule 424(c) under the 1933 Act. An "affiliate" is
defined in Rule 405 under the 1933 Act as a "person that directly or indirectly,
through one or more intermediaries, controls, or is controlled by or is under
common control with" the Company.

                The following table sets forth certain information concerning
the Selling Stockholders as of the date of this Prospectus. Except as otherwise
noted, none of the Selling Stockholders listed below has or within the past
three years had any other position, office or other material relationship with
the Company or any of its predecessors or affiliates.

                                        6
Maximum Number of
                                                                 Shares Subject to
                                                                 Outstanding Awards
Name of                      Position with                       Which May Be
Selling Stockholders         the Company                         Reoffered Hereby(1)
--------------------         ------------------------            -------------------
Leon Tempelsman              Vice Chairman of the                        --
                              Board of Directors,
                              President and Director

Sheldon L. Ginsberg          Executive Vice President,                   --
                              Chief Financial Officer
                              and Director

Robert Speisman              Vice President- Sales                       --
                              and Director
PLAN OF DISTRIBUTION

               The shares of Common Stock are being sold by the Selling
Stockholders for their own accounts. The shares may be sold or transferred for
value by the Selling Stockholders, or by pledgees, donees, transferees or other
successors in interest to the Selling Stockholders, in one or more transactions
on the American Stock Exchange, in negotiated transactions or in a combination
of such methods of sale, at the market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at prices otherwise
negotiated. The Selling Stockholders may effect such transactions by selling the
shares of Common Stock to or through broker-dealers, and such broker-dealers may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholders and/or the purchasers of the shares
for whom such broker-dealers may act as agent (which compensation may be less
than or in excess of the customary commissions). The Selling Stockholders and
any broker-dealers that participate in the distribution of the Shares may be
deemed to be underwriters within the meaning of Section 2(11) of the 1933 Act
and any commissions received by them and any profit on the resale of the shares
of Common Stock sold by them may be deemed to be underwriting discounts and
commissions under the 1933 Act.

               There can be no assurances that any of the Selling Stockholders
will sell any or all of the shares of Common Stock offered by them hereunder.

                        DESCRIPTION OF THE CAPITAL STOCK

               The Company's authorized capital stock consists of 10,000,000
shares of Common Stock, $1.00 par value and 5,000,000 shares of Preferred Stock,
$.01 par value. The terms and conditions of the Company's Common Stock and
Preferred Stock are governed by the laws of the state of Delaware as well as by
the Company's Certificate of Incorporation and the By-Laws.

               Holders of shares of Common Stock are entitled to one vote for
each share held of record on all matters submitted to a vote of stockholders.
Stockholders do not have cumulative voting rights. Each share of

--------
(1) As of October 31, 1997. Does not constitute a commitment to sell any or all
of the stated number of shares of Common Stock. The number of shares offered
shall be determined from time to time by each Selling Stockholder at his sole
discretion.

                                        7
Common Stock is entitled to share equally in such dividends as the Board of
Directors, in its discretion, may validly declare from funds legally available
therefor. In the event of liquidation, each outstanding share of Common Stock
entitles its holder to participate ratably in the assets remaining after payment
of liabilities and obligations, if any, to holders of the Company's preferred
stock then outstanding.

               Stockholders have no preemptive rights or other rights to
subscribe for or purchase additional shares of any class of capital stock or any
other securities of the Company and there are no redemption or sinking fund
provisions with regard to the Common Stock or any conversion rights. All
outstanding shares of Common Stock are, and those offered hereby will be,
validly issued, fully paid and nonassessable.

                                  LEGAL MATTERS

               Certain matters with respect to the shares of the Common Stock
offered hereby will be passed upon for the Company of Warshaw Burstein Cohen
Schlesinger & Kuh, LLP, New York, New York.

                                     EXPERTS

               The consolidated financial statements of Lazare Kaplan
International Inc. incorporated by reference in its Annual Report (Form 10-K)
for the fiscal year ended May 31, 1997 and the related financial statement
schedule included therein, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon included or incorporated by
reference therein and incorporated herein by reference. Such consolidated
financial statements and the related financial statement schedule are
incorporated herein by reference in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.

                                        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 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.

                                      II-1
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 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

                                      II-2
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 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).

                                      II-3
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
        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.

                                      II-4
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, 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

                                      II-5
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, 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

                                      II-6
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, 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).
II-7
(iii)  Certificate of Amendment of the Certificate of
                             Incorporation filed with the Secretary of State of
                             the State of Delaware on November 6, 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*

               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 International Inc. 1997 Long Term Stock
                      Incentive Plan (incorporated by reference to Appendix A to
                      the Company's proxy statement for its Annual Meeting of
                      Stockholders held on November 5, 1997, as filed with the
                      Commission on September 19, 1997).

               4.5(a) Form of Incentive Stock Option Agreement for options
                      granted pursuant to the Lazare Kaplan International Inc.
                      1997 Long Term Stock Incentive Plan.*

               4.5(b) Form of Non-Qualified Stock Option Agreement for options
                      granted pursuant to the Lazare Kaplan International Inc.
                      1997 Long Term Stock Incentive Plan.*

5              Opinion re legality

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

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 will:

               (1) File, during any period in which it offers or sells
        securities, a post-effective amendment to this registration statement to
        include any additional or changed material information on the plan of
        distribution;

                                      II-8
(2) For determining liability under the Securities Act of 1933
        (the "Securities Act"), treat each post-effective amendment as a new
        registration statement of the securities offered, and the offering of
        the securities at that time to be the initial bona fide offering; and

               (3) File a post-effective amendment to remove from registration
        any of the securities that remain unsold at the end 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-9
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on November 13, 1997.

                                            LAZARE KAPLAN INTERNATIONAL INC.

                                            By:/s/ Sheldon L. Ginsberg
                                               _________________________________
                                               Sheldon L. Ginsberg,
                                               Executive Vice President and
                                               Chief Financial Officer
                                               (principal financial and
                                               accounting officer)

                                      II-10
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                      Chairman of the Board       November 13, 1997
-----------------------------               of Directors
Maurice Tempelsman

/s/ Leon Tempelsman                         Vice Chairman of the        November 13, 1997
-----------------------------               Board of Directors
Leon Tempelsman

/s/ George R. Kaplan                        Vice Chairman of the        November 13, 1997
-----------------------------               Board of Directors
George R. Kaplan

/s/ Lucien Burstein                         Director                    November 13, 1997
-----------------------------
Lucien Burstein

/s/ Myer Feldman                            Director                    November 13, 1997
-----------------------------
Myer Feldman

                                            Director                    November 13, 1997
-----------------------------
Michael W. Butterwick

/s/ Sheldon L. Ginsberg                     Director                    November 13, 1997
-----------------------------
Sheldon L. Ginsberg

/s/ Robert Speisman                         Director                    November 13, 1997
-----------------------------
Robert Speisman
II-11
EXHIBIT INDEX

Exhibit No.    Description
-----------    -----------
4.1(a)(iii)    Certificate of Amendment of the Certificate of Incorporation
               filed with the Secretary of State of the State of Delaware on
               November 6, 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

4.5(a)         Form of Incentive Stock Option Agreement for options granted
               pursuant to the Lazare Kaplan International Inc. 1997 Long Term
               Stock Incentive Plan.

4.5(b)         Form of Non-Qualified Stock Option Agreement for options granted
               pursuant to the Lazare Kaplan International Inc. 1997 Long Term
               Stock Incentive Plan.

5.1            Opinion of Warshaw Burstein Cohen Schlesinger & Kuh, LLP

23.2           Consent of Ernst & Young LLP