8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 11, 2007
LAZARE KAPLAN INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Delaware	1-7848		13-2728690
(State or other jurisdiction of	(Commission		(IRS Employer
incorporation or organization)	File Number)		Identification No.)
19 West 44 th Street, New York, New York			10036
(Address of principal executive offices)			(Zip Code)
Registrant's telephone number, including area code		(212) 972-9700

                                           Not Applicable                                        
Former name, former address and former fiscal year, if changed since last report)

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

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

     On April 11, 2007, the Board of Directors of Lazare Kaplan International Inc. (the “Registrant”) approved amendments to the Registrant’s Bylaws, effective on even date therewith. The amendments included the following changes to the Registrant’s Bylaws:

     Ÿ Annual meetings and special meetings may be called by the Board of Directors, or by the Chairman or by the President. Previously, the Registrant’s Bylaws provided that annual meetings and special meetings may be called by the directors or any officer instructed by the directors to call the meeting and that special meetings may be called by an officer at the written request of any one or more stockholders owning in the aggregate at least ten (10%) percent of the Registrant’s issued and outstanding common stock.

      The amendments added the following provisions:

     Ÿ All matters brought before any annual meeting of stockholders must be limited to matters set forth in the Registrant’s notice of the meeting, unless otherwise brought before the annual meeting by or at the direction of the Registrant’s Board of Directors.

     Ÿ Any matters brought by stockholders before an annual meeting must be set forth in a notice delivered to the Secretary not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting (as opposed to the period in the current Bylaws which is than not less than 10 days nor more than 60 days), except if the date annual meeting is changed by more than 30 days from the anniversary date, then a stockholder would need to deliver written notice on the date that is the later of (x) the date 90 days prior to the annual meeting date or (y) the tenth day following the date on which such annual meeting is first publicly announced or disclosed.

     Ÿ With respect to any stockholder nominee(s) for directors, certain information relating to any arrangements or understandings between the nominee and stockholder, the nominee’s family relationships, business experience and involvement in litigation proceedings, in each case in accordance with Item 401 of Regulation S-K, and other specified information must be set forth with respect to such nominee(s) and the stockholder proposing such nominee(s).

     Ÿ With respect to stockholder proposals, certain information, including the text of the proposal, a written statement of why the stockholder favors the proposal, any material interest of the stockholder in the proposal and a description of any arrangements or understandings between such stockholder and any other person in connection with the proposal, as well as other specified information, must be set forth with respect to such stockholder proposals.

     Ÿ In the event that the size of the Board of Directors is increased and the Registrant does not publicly announce or disclose (i) all of the nominees or (ii) the size of the increased Board of Directors, at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder notice with respect to nominees for any new positions created by the

increase will be considered timely only if delivered within 10 days following the first date all of such nominees or the size of the increased Board of Directors shall have been publicly announced or disclosed.

     Ÿ Generally, only matters set forth in the Registrant’s notice to stockholders of a special meeting shall be properly brought before a special meeting of stockholders.

     Ÿ If a special meeting is to be held to elect one or more directors, any stockholder may nominate directors provided that (a) such nomination meets the specific informational requirements applicable to (i) such nominee(s) and (ii) the stockholder proposing such nominee(s) to annual meetings, and (b) written notice is provided to the Secretary within 10 days following the day on which the date of the special meeting and either the names of the nominees proposed by the Board of Directors to be elected at such meeting or the number of directors to be elected is publicly announced or disclosed.

     Ÿ The right of stockholders to make proposals pursuant to Rule 14a-8 under the Security Exchange Act of 1934, as amended, remains unaffected by the Bylaws. Under Rule 14a-8, a stockholder may always submit a proposal for an annual meeting so long as it is received at the Registrant’s executive offices not less than 120 days before the date of the Registrant’s proxy statement is released to stockholders in connection with the prior year’s annual meeting.

     Ÿ The person presiding at the stockholder meeting has the power to make determinations appropriate to the conduct of the meeting and whether or not nominations of directors or other proposals by stockholders meet the Bylaws requirements.

     Ÿ With respect to how meetings are conducted, the Board of Directors has the right to make the rules and in the absence of any rules, the Chairman of the stockholder meeting will have the right and authority to prescribe rules and take all actions that may be appropriate, including adjournment of the meeting.

     The preceding summary is not intended to be complete, and is qualified in its entirety by reference to the full text of the Amendments to the Bylaws attached hereto as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description

Exhibit No. 3.1 – Amendments to the Bylaws of Lazare Kaplan International Inc.

SIGNATURES

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

	LAZARE KAPLAN INTERNATIONAL INC.
Date: April 16, 2007	By: /s/ William H. Moryto
	William H. Moryto
	Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit NumberDescription

Exhibit No. 3.1 – Amendments to the Bylaws of Lazare Kaplan International Inc.

EX-3.1

Exhibit 3.1

       Amendments to the Corporation’s By-Laws

By deleting paragraph “-*CALL.” of Section 6 in its entirety and substituting in its place the following:

        - CALL. Annual meetings and special meetings may be called by the Board of Directors, or by the Chairman, or by the President. Any such request shall state the purpose or purposes of the proposed meeting.

By adding immediately after the paragraph “-NOTICE OR WAIVER OFNOTICE.” of Section 6 and immediately before the paragraph “STOCKHOLDER LIST” of Section 6, the following in its entirety:

        - MATTERS TO BE CONSIDERED. The matters to be considered and brought before any annual or special meeting of stockholders of the Corporation shall be limited to only such matters, including the nomination and election of directors, as shall be brought properly before such meeting in compliance with the procedures set forth in this Section 6.

     - ANNUAL MEETINGS; NOMINATIONS OF DIRECTORSAND OTHER PROPOSALS BY STOCKHOLDERS AT ANNUALMEETINGS. Notwithstanding anything to the contrary contained elsewhere in this Article I, for any matter to be properly brought before any annual meeting of stockholders, the matter must be (i) specified in the notice of annual meeting given by or at the direction of the Board of Directors, (ii) otherwise brought before the annual meeting by or at the direction of the Board of Directors, or (iii) brought before the annual meeting in the manner specified in this paragraph by a stockholder of record entitled to vote at the annual meeting of stockholders on such matter. In addition to any other requirements under applicable law, the Articles of Incorporation and these Bylaws, persons nominated by stockholders for election as directors of the Corporation and any other proposals by stockholders shall be properly brought before the meeting only if written notice of any such matter to be presented by a stockholder at such meeting of stockholders (the “Stockholder Notice”) shall be delivered to the Secretary of the Corporation at the principal executive office of the Corporation (or, if delivered by electronic mail or facsimile, to the Secretary at the electronic mail address or facsimile number, as the case may be, specified in the Corporation’s most recent proxy statement) not less than ninety (90) nor more than one hundred and twenty (120) days prior to the first anniversary date of the annual meeting for the preceding year; provided, however, if and only if the annual meeting is not scheduled to be held within a period that commences thirty (30)

days before such anniversary date and ends thirty (30) days after such anniversary date (an annual meeting date outside such period being referred to herein as an “Other Meeting Date”), such Stockholder Notice shall be given in the manner provided herein by the later of the close of business on (i) the date ninety (90) days prior to such Other Meeting Date or (ii) the tenth day following the date such Other Meeting Date is first publicly announced or disclosed. Any stockholder desiring to nominate any person or persons (as the case may be) for election as a director or directors of the Corporation shall deliver, as part of such Stockholder Notice, a statement in writing setting forth (1) the name of the person or persons to be nominated; (ii) the number and class of all shares of each class of stock of the Corporation owned of record and beneficially by each such person, as reported to such stockholder by such nominee(s); (iii) the information regarding each such person required by paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K adopted by the Securities and Exchange Commission (or the corresponding provisions of any regulation subsequently adopted by the Securities and Exchange Commission applicable to the Corporation); (iv) each such person’s signed consent to serve as a director of the Corporation if elected; and (v) such stockholder’s name and address and the number and class of all shares of each class of stock of the Corporation owned of record and beneficially by such stockholder. Any stockholder who gives a Stockholder Notice of any matter proposed to be brought before the meeting (other than a nomination of directors) shall deliver, as part of such Stockholder Notice, the text of the proposal to be presented and a brief written statement of the reasons why such stockholder favors the proposal and setting forth such stockholder’s name and address, the number and class of all shares of each class of stock of the Corporation owned of record and beneficially by such stockholder and, if applicable, (1) any material interest of such stockholder in the matter proposed (other than as a stockholder) and (ii) a description of all arrangements or understandings between such stockholder and any other person (including the name of such person) in connection with the proposal of such business by such stockholder. As used herein, shares “beneficially owned” shall mean all shares which such person is deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). If a stockholder is entitled to vote only for a specific class or category of directors at a meeting (annual or special), such stockholder’s right to nominate one or more individuals for election as a director at the meeting shall be limited to such class or category of directors.

     - INCREASES IN SIZE OF BOARD OF DIRECTORS;STOCKHOLDER NOMINATIONS FOR ADDITIONALDIRECTORS. Notwithstanding anything in the preceding paragraph to the contrary, in the event that the number of directors to be elected to the Board of the Corporation at the next annual meeting is increased and either all of the nominees for director at the next annual meeting or the size of the increased Board of Directors is not publicly announced or disclosed by the Corporation at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a Stockholder Notice shall also be considered timely hereunder, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary of the Corporation at the principal executive office of the Corporation not later than the close of business on the tenth day following the first date all of such nominees or the size of the increased Board of Directors shall have been publicly announced or disclosed.

     - SPECIAL MEETINGS; NOMINATIONS OF DIRECTORSBY STOCKHOLDERS AT SPECIAL MEETINGS. Except as provided in the immediately following sentence, only such matters shall be properly brought before a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of such meeting. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any stockholder of record entitled to vote on the matter may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation’s notice of meeting, if such stockholder shall deliver a Stockholder Notice with respect to such nomination in the form that would be required by the paragraph entitled “ANNUAL MEETINGS; NOMINATIONS OF DIRECTORS ANDOTHER PROPOSALS BY STOCKHOLDERS.” hereof with respect to a nomination at an annual meeting to the Secretary of the Corporation at the principal executive office of the Corporation (or, if delivered by electronic mail or facsimile, to the Secretary at the electronic mail address or facsimile number, as the case may be, specified in the Corporation’s most recent proxy statement) not later than the close of business on the tenth day following the day on which the date of the special meeting and either the names of the nominees proposed by the Board of Directors to be elected at such meeting or the number of directors to be elected is publicly announced or disclosed.

     - DEFINITION OF “PUBLICLY ANNOUNCED ORDISCLOSED”. For purposes of this Section 6, a matter shall be

deemed to have been “publicly announced or disclosed” if such matter is disclosed in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news or wire service or in a document publicly filed by the Corporation with the Securities and Exchange Commission.

     - ADJOURNMENTS AND POSTPONEMENTS; EXCHANGE ACT RULE 14a-8. In no event shall the adjournment of an annual meeting or special meeting or the postponement of any meeting that does not require a change in the record date for such meeting, or any announcement thereof, commence a new period for the giving of notice as provided in this Section 6. This Section 6 shall not affect the rights of stockholders to request inclusion of proposals made pursuant to Rule 14a-8 under the Exchange Act. The provisions of this Section 6 shall also apply to nominations of directors by voting groups entitled to elect directors under the Articles of Incorporation, except to the extent the Articles of Incorporation expressly state otherwise or are in conflict with the terms of this Section 6. Notwithstanding the foregoing provisions of this Section 6, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 6.

     - PERSON PRESIDING OVER MEETINGS. The person presiding at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall have the power and duty to determine whether a nomination or other matter proposed to be brought before a meeting was made in accordance with the procedures and requirements set forth in this Section 6 and, if not so in compliance with this Section 6, shall direct and declare at the meeting that such nomination or other matter is out of order and shall not be considered.

     - CONDUCT OF MEETINGS. The Board of Directors may adopt by resolution such rules, regulations and procedures for the conduct of meetings of stockholders as it shall deem appropriate. Except to the extent inconsistent with applicable law and such rules and regulations adopted by the Board of Directors, the Chairman of each meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts, including causing an adjournment of such meeting, as, in the judgment of such Chairman, are appropriate. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the Chairman of the meeting, may include, without limitation, the following: (a) the establishment of an

agenda or order of business for the meeting, including fixing the time for opening and closing the polls for voting on each matter; (b) rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the Chairman shall permit; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (e) limitations on the time allotted to questions or comments by participants. Unless, and to the extent determined by the Board of Directors or the Chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.