Exhibit 4.4(a)


                        LAZARE KAPLAN INTERNATIONAL INC.

                              AMENDED AND RESTATED
                          1997 LONG TERM INCENTIVE PLAN


         ARTICLE I         PURPOSE

         Lazare Kaplan International Inc., a Delaware corporation (the
"Company"), established this 1997 Long-Term Stock Incentive Plan (the "Plan") in
order to encourage the acquisition of a proprietary interest in the Company by
certain key employees and directors of the Company and its affiliates, and by
certain consultants, advisors and other persons who provide services to the
Company and its affiliates. The Company believes that such a proprietary
interest in the Company will provide such persons with a direct stake in the
future welfare of the Company and will strengthen their commitment to remain
employed by or associated with the Company and its affiliates. It is also
expected that this Plan will encourage qualified persons to seek and accept
employment by or association with the Company and its affiliates. To accomplish
the foregoing, this Plan contemplates the grant of Incentive Stock Options and
Nonqualified Stock Options (all as hereinafter defined) to such persons. The
Plan has been amended and restated in its entirety to increase the number of
shares reserved for issuance, which amendment was approved by the stockholders
of the Company at the annual stockholders meeting held in November 2001.


         ARTICLE II        DEFINITIONS

         Section 2.1 Definitions. Whenever used in this Plan, the following
terms shall have the respective meanings set forth in this Section 2.1.

         "Affiliate" means a corporation which is a parent corporation or a
subsidiary corporation (within the meaning of Section 424 of the Code) with
respect to the Company.

         "Associate" means a person who is associated with the Company as a
Director, or as a consultant, advisor or other service provider, but who is not
an Employee.

         "Board" means the board of directors of the Company.

         "Business Day" means any day on which banks within the State of New
York are required to be opened for business.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Committee" means the Board; provided, however, that if a committee has
been delegated authority pursuant to Section 3.1 to manage and administer this
Plan, then Committee means such committee.

         "Common Stock" means the Company's common stock, par value $1.00 per
share

         "Director" means a member of the Board.

         "Disability" means, with respect to a Participant, any medically
determinable physical or mental impairment that the Committee, on the basis of
competent medical evidence, reasonably determines has rendered or will render
the Participant permanently and totally disabled within the meaning of Section
422(c)(6) of the Code.

         "Employee" means a person who performs services as an employee (within
the meaning of Section 3401(c)(6) of the Code) of the Company or of an
Affiliate.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any corresponding provisions of any



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subsequent Federal securities law.

         "Exercise Period" means, with respect to an Option, the period during
which such Option may be exercised, as determined pursuant to Section 6.2.

         "Fair Market Value" means, with respect to Shares subject to an Option,
on any given date, the value of the Shares or Options as determined pursuant to
Section 6.6.

         "Incentive Stock Option" means an option granted pursuant to this Plan
that is intended to satisfy the requirements of Section 422(b) of the Code.

         "Non-Employee Director" means a Director who comes within the
definition of "non-employee director" in accordance with Rule 16b-3(b)(3) under
the Exchange Act or any rule substituted therefor.

         "Nonqualified Stock Option" means an option granted pursuant to this
Plan, other than an Incentive Stock Option.

         "Option" means an Incentive Stock Option or a Nonqualified Stock
Option, as the case may be.

         "Option Agreement" means, with respect to any person who has been
granted an Option, a written agreement (including any amendment or supplement
thereto) between the Company and such person.

         "Option Price" means, with respect to an Option, the price determined
pursuant to Section 6.1 at which Shares subject to such Option may be purchased.

         "Option Value" means, with respect to an Option, on any given date the
amount by which the aggregate Fair Market Value of the Shares subject to such
Option on such date exceeds the product obtained by multiplying the number of
Shares subject to such Option by the Option Price.

         "Participant" means an Employee or an Associate who receives an Option.

         "Plan" means this Plan, as set forth herein and as may be amended from
time to time.

         "Principal Securities Market" means the New York Stock Exchange, Inc.,
the American Stock Exchange, Inc., or The Nasdaq Stock Market, Inc., or any
successor thereto on which the Shares are then listed or traded.

         "Retirement" means, if applicable, the termination of employment or
association due to retirement after either ten years of employment or
association with the Company or an Affiliate, or under a retirement plan of the
Company or an Affiliate, in each instance with the consent of the Committee.

         "Securities Act" means the Securities Act of 1933, as amended, or any
corresponding provisions of any subsequent Federal securities law.

         "Share" means a share of the Common Stock.

         "Ten-Percent Shareholder" means, at any time an Option is granted, an
individual who owns (or is considered to own under the attribution rules
contained in Section 424(d) of the Code) securities possessing more than ten
percent of the total combined voting power of all classes of securities of the
Company or of any Affiliate.

         "Termination Date" means, with respect to a Participant, the date on
which such Participant's status as an Employee or Associate terminates for any
reason.

         Section 2.2 Rules of Construction. Unless the context otherwise
requires or unless otherwise defined herein, (i) a term shall have the meaning
assigned to it in Section 2.1, (ii) all references to section numbers shall be
to sections of this Plan, (iii) all references to the "Company" shall include
any successor thereto, (iv) all references to "employment" or "association" of a
Participant shall be to his status as an "Employee" or "Associate,"
respectively, of one or more of the Company and its Affiliates, (v) "or" shall



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not be exclusive, (vi) words in the singular shall include the plural, and
vice-versa, and (vii) words in the masculine gender shall include the feminine
and neuter, and vice-versa.


         ARTICLE III       ADMINISTRATION

         Section 3.1 Administration. This Plan shall be administered by the
Board or, if designated by the Board, by the Committee, which may be the
Compensation Committee of the Board or such other committee of the Board,
comprised only of Non-Employee Directors and consisting of at least three
Directors to which the Board may delegate the authority to administer this Plan.

         Section 3.2 Committee Action. In administering this Plan, the Committee
shall follow any general guidelines not inconsistent with this Plan established
by the Board and may adopt rules and regulations for carrying out this Plan. The
Committee may consult with counsel, who may be counsel to the Company, and shall
not incur any liability for any action taken in good faith in reliance upon the
advice of counsel. The interpretation and decision made by the Committee with
regard to any question arising under this Plan or under any Option Agreement
entered into in connection with this Plan shall be final and conclusive on all
persons participating or eligible to participate in this Plan.

         Section 3.3 Responsibilities of Committee. Subject to the terms and
conditions of this Plan and such limitations as the Board from time to time may
impose, the Committee shall be responsible for the overall management and
administration of this Plan and shall have such authority as shall be necessary
or appropriate in order to carry out its responsibilities, including, without
limitation, the authority to (i) grant Options to such persons at such times as
it deems advisable, (ii) determine the terms of such Options to be included in
grants and the number of Options, (iii) prescribe the terms of the Option
Agreements evidencing such Options, and (iv) adopt rules and regulations, and
prescribe forms, for the operation and administration of this Plan.

         Section 3.4 Compliance with Section 16 of the Exchange Act. It is the
intent of the Company that this Plan and any Options granted hereunder be
interpreted in a manner so that this Plan and any Options granted hereunder to
Participants satisfy the applicable requirements of Rule 16b-3 promulgated under
the Exchange Act, so that each Participant, to the maximum extent practicable
and to the extent relevant, will be entitled to the benefits of Rule 16b-3 or
other exemptions provided pursuant to the rules adopted under Section 16 of the
Exchange Act, and will not be subjected to the "short-swing" liability
provisions of Section 16 of the Exchange Act. If any provision of this Plan or
of any Option granted hereunder would otherwise frustrate or conflict with the
intent expressed in this Section 3.4, that provision to the extent possible
shall be interpreted and deemed amended so as to avoid such conflict. To the
extent of any remaining irreconcilable conflict with such intent, such provision
shall be deemed void as applicable to such persons.


         ARTICLE IV        ELIGIBILITY AND PARTICIPATION

         Employees and Associates are eligible to participate in this Plan,
without regard to length of employment or association; provided, however, that
an Associate shall not be eligible to receive Incentive Stock Options. The
Committee shall determine whether and when an Employee or Associate shall become
a Participant and shall determine the numbers of Shares for which Options shall
be granted to such person; provided, however, that if such person is a Director
and the Committee does not consist of the Board, then the Board shall ratify
such grant and the terms thereof in order for such grant to be effective. An
Employee or Associate shall be a Participant with respect to any Shares subject
to an Option only if he or she executes an Option Agreement with respect to such
Shares in such form as the Committee may prescribe.


         ARTICLE V         STOCK SUBJECT TO PLAN; OPTION AGREEMENTS

         Section 5.1 Stock Subject to Plan. The stock to be offered and
delivered under this Plan, pursuant to the exercise of an Option, shall be
shares of the authorized Common Stock and may be unissued shares or reacquired
shares, as the Committee from time to time may determine. The aggregate number
of Shares to be reserved under this Plan shall not exceed 1,350,000, subject to
adjustment as set forth in Article VIII. If, during the term of this Plan, an
Option expires or terminates for any reason prior to the exercise thereof in
full, the Shares subject to such Option, but not delivered, shall thereafter be
available for grants under this Plan. The Shares subject to an Option that is
exercised shall be charged against the aggregate number of Shares available
under this Plan.


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         Section 5.2 Option Agreements. The grant of each Option shall be
evidenced by a written Option Agreement executed by the Company and the
Participant which shall, among other things (i) designate such Option as either
an Incentive Stock Option or a Nonqualified Stock Option, (ii) specify the
number of Shares subject to such Option, (iii) specify the Option Price for the
Shares subject to such Option and the period during which such Option may be
exercised, (iv) set forth specifically or incorporate by reference the
applicable provisions of this Plan, and (v) contain such other terms and
conditions not inconsistent with this Plan as the Committee may prescribe.


         ARTICLE VI        TERMS OF OPTIONS

         Section 6.1 Option Price. The Option Price of Shares subject to an
Option that may be purchased upon exercise of an Option shall be such amount as
may be determined by the Committee at the time the Option is granted; provided,
however, that the Option Price of any Option shall not be less than the Fair
Market Value of such Shares on the date such Option is granted, or less than one
hundred and ten percent of the Fair Market Value of such Shares in the case of
an Incentive Stock Option granted to a Ten-Percent Shareholder.

         Section 6.2 Exercise Period. Except as otherwise provided in Sections
6.3 and 6.4, an Option shall vest and be exercisable during such Exercise Period
as may be determined by the Committee in its sole discretion. Notwithstanding
anything to the contrary contained in this Plan, the Exercise Period for an
Incentive Stock Option shall not exceed ten years from the date such Option is
granted, or five years from the date such option is granted in the case of an
Incentive Stock Option granted to a Ten-Percent Shareholder.

         Section 6.3 Exercise Upon Change in Control. An Option shall
automatically become vested and shall be immediately exercisable in full upon
the occurrence of any of the following events:

         (i) any person (within the meaning of Section 13(d) of the Exchange
Act) other than the Company or an Affiliate shall, after the Effective Date,
become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange
Act) of securities of the Company representing thirty percent or more of the
combined voting power of the Company's then outstanding voting securities as a
result of a tender or exchange offer or open market purchases (privately
negotiated or otherwise), unless such ownership by such person has been approved
by the Board immediately prior to the acquisition of such securities by such
person;

         (ii) the merger or consolidation of the Company with or into another
entity pursuant to which the Company is not the survivor, (B) the sale or other
disposition of all or substantially all of the Company's assets, or (C) the
liquidation of the Company; provided, however, that the Board may determine
prior to the consummation of any such transaction that Options shall not so
automatically vest; or

         (iii) at any time during a period of two consecutive years (not
including any period prior to the adoption of this Plan), if individuals who at
the beginning of such period constitute the Board cease for any reason to
constitute at least a majority thereof, unless the election or the nomination
for election by the Company's shareholders of each new Director during such
two-year period is approved by a vote of at least two-thirds of the directors
then still in office who were Directors at the beginning of such period.

         Section 6.4 Exercise Upon Termination. If a Participant's employment or
association with the Company or an Affiliate terminates for any reason other
than for cause, Options granted to such Participant that are exercisable on his
Termination Date shall remain exercisable (i) until the expiration of three
months (or such other time as shall be determined by the Committee in its sole
discretion) from such Termination Date, if such termination occurs for a reason
other than the Participant's death, Disability or Retirement, or (ii) the
expiration of twelve months (or such other time as shall be determined by the
Committee in its sole discretion) from such Termination Date, if such
termination occurs on account of the Participant's death, Disability or
Retirement. No Option shall be exercisable by a Participant after termination of
employment or association for cause. This Section 6.4 shall not apply to a
Participant who continues to be an Employee or Associate of the Company or any
Affiliate. Notwithstanding anything to the contrary contained in this Section
6.4, no Option shall be exercisable in whole or in part after the expiration
date of the Option or more than ten years after the date of grant of such
Option.

         Section 6.5 Limitations on Incentive Stock Options. Except as otherwise
provided under the Code, to the extent that the aggregate Fair Market Value
(determined at the time the Option is granted) of Shares with respect to which
Incentive Stock Options



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are exercisable for the first time by a Participant during a calendar year
(under all stock option plans of the Company and its Affiliates) exceeds
$100,000, such Options shall be treated as Nonqualified Stock Options. Incentive
Stock Options shall not be issued to any person who is not an Employee.

         Section 6.6 Fair Market Value. The Fair Market Value on any given date
of Shares subject to an Option shall be the last sales price (during regular
trading hours) of the Shares as reported by the Principal Securities Market on
the day immediately preceding the date as of which Fair Market Value is being
determined, or on the next preceding date on which the Shares are traded if no
Shares were traded on such immediately preceding day. If the Shares are not
traded on a Principal Securities Market, the Fair Market Value shall be
determined in good faith by the Board or the Committee. In no event shall Fair
Market Value be less than the par value of the Shares.

         Section 6.7 Whole or Partial Exercise. Except as otherwise provided in
Article VlI or as specifically stated in an Option Agreement, an Option may be
exercised in whole or from time to time in part at any time during the Exercise
Period.


         ARTICLE VII       EXERCISE OF OPTIONS

         Section 7.1 Payment for Shares. Upon the exercise of an Option by a
Participant, the Company shall cause the purchased Shares to be issued only when
it shall have received the full Option Price therefore paid in cash or, if then
permitted by applicable law and set forth in the applicable Option Agreement,
with Shares, or by surrender of currently exercisable Options, or such other
property (not inconsistent with the terms of this Plan) or a combination of
cash, Shares and Options to be valued at the Fair Market Value thereof on the
date of exercise, and such other property at its fair market value as determined
by the Committee. If payment is made by delivery to the Company of Shares owned
by the Participant, any Shares so delivered shall have been beneficially owned
by the Participant for a period of not less than six months prior to the date of
exercise and such Shares shall be in proper form for transfer and accompanied by
all requisite stock transfer tax stamps or cash in lieu thereof. If payment is
made by surrender to the Company of Options owned by the Participant, such
Options shall have a Fair Market Value equal to the Option Value of the Shares
as to which the Option is being exercised.

         Section 7.2 Nontransferability. Any Incentive Stock Option granted
under this Plan shall be nontransferable except by will or by the laws of
descent and distribution. In the event of any such transfer, the entire
Incentive Stock Option shall be transferred to the same person or entity. During
the lifetime of a Participant, any Incentive Stock Option granted to such
Participant may be exercised only by the Participant. No right or interest of a
Participant in any Incentive Stock Option shall be subject to any lien,
obligation or liability whatsoever.

         Section 7.3 Fractional Shares. In no event shall an Option be
exercisable for or with respect to a fractional Share.

         Section 7.4 Lock-Up Agreement. Each Participant agrees that, during the
period of duration (not to exceed 365 days) specified by the Company and an
underwriter of Common Stock or other securities of the Company, in connection
with any public offering of Common Stock under the Securities Act, the
Participant shall not, to the extent requested by the Company and such
underwriter, directly or indirectly sell, offer to sell, contract to sell
(including, without limitation, any short sale), grant any option to purchase or
otherwise transfer or dispose of (other than to donees who agree to be similarly
bound) any Shares held by the Participant or any permitted transferee at any
time during such period; provided, however, that each officer and director of
the Company enters into a similar agreement (a "Lock-Up Agreement") for at least
the same period. In order to enforce the foregoing covenant, the Company may
impose stop-transfer instructions with respect to the Shares until the end of
such period and the Participant agrees, if requested by the Company, to enter
into a written agreement in form substantially similar to the Lock-Up Agreement.


         ARTICLE VIII      ADJUSTMENTS FOR CHANGES IN CAPITALIZATION, ETC.

         In the event of any change in the outstanding Shares through merger,
consolidation, reorganization, recapitalization, stock dividend, stock split,
split-up, split-off, spin-off, combination or exchange of Shares or other like
change in the capital structure of the Company, an adjustment shall be made to
each outstanding Option granted under this Plan, such that each such Option
shall thereafter be exercisable for such securities, cash and/or other property
as would have been received in respect of the Shares subject to such Option had
it been exercised in full immediately prior to such change; and such adjustment
shall be made successively each



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time any such change shall occur. The term "Shares" after any such change shall
refer to the securities, cash and/or property then receivable upon exercise of
an Option. In addition, in the event of any such change, the Committee shall
make any further adjustment as may be appropriate to the maximum number of
Shares subject to this Plan, and the number of Shares and Option Price of Shares
subject to outstanding Options, as shall be equitable to prevent dilution or
enlargement of rights under any Option. Notwithstanding the foregoing provisions
of this Article VIII, (i) each such adjustment with respect to an Incentive
Stock Option shall comply with the rules of Section 424(a) of the Code, and (ii)
in no event shall any adjustment be made which would render any Incentive Stock
Option granted hereunder other than an "incentive stock option" within the
meaning of Section 422 of the Code.


         ARTICLE IX        COMPLIANCE WITH LAW

         No Option shall be exercisable, no Shares shall be delivered, and no
payment shall be made under this Plan except in compliance with all applicable
Federal and state laws and regulations (including, without limitation,
withholding tax requirements and federal and state securities laws and
regulations) and rules of all securities exchanges or self-regulatory
organizations on which the Shares may be listed or traded. The Company shall
have the right to rely on an opinion of counsel as to such compliance. Any
certificate issued to evidence Shares for which an Option is exercised may bear
such legends and statements as the Committee, upon advice of counsel may deem
advisable to assure compliance with Federal and state laws and regulations. No
Option shall be exercisable, nor shall Shares nor certificates therefor be
issued, under this Plan until the Company has obtained such consent or approval
as the Committee may deem advisable from any regulatory bodies having
jurisdiction over such matters.


         ARTICLE X         MISCELLANEOUS

         Section 10.1 Effect on Employment. Neither the adoption of this Plan or
its operation, nor any documents describing or referring to this Plan (or any
part hereof) shall confer upon any person any right to continue as an Employee
or Associate of the Company or any Affiliate or in any way affect any right or
power of the Company or any Affiliate to terminate the employment of any
Employee or the association of any Associate at any time without assigning a
reason therefor.

         Section 10.2 Unfunded Plan. This Plan, insofar as it provides for
grants, shall be unfunded, and the Company shall not be required to segregate
any assets that may at any time be represented by grants under this Plan. Any
liability of the Company to any person with respect to any grant under this Plan
shall be based solely upon any contractual obligations that may be created
pursuant to this Plan. No such obligation of the Company shall be deemed to be
secured by any pledge of, or other encumbrance on, any property of the Company.

         Section 10.3 Use of Proceeds. The proceeds received by the Company from
the sale of Shares pursuant to this Plan shall be used for general corporate
purposes.

         Section 10.4 Rights as a Shareholder. A Participant shall have no
rights with respect to any Share until the Participant shall have become a
holder of record of such Share, and the Participant shall not be entitled to any
dividends or distributions or other rights in respect of such Share for which
the record date is prior to the date on which the Participant shall have become
the holder of record therefor, except as otherwise provided in Article VIII.

         Section 10.5 Construction. Headings are given to the articles and
sections of this Plan solely as a convenience to facilitate reference and shall
not in any way affect the meaning of this Plan.

         Section 10.6 Applicable Law. This Plan shall be governed and construed
in accordance with the internal laws (and not the law of conflicts) of the State
of Delaware.


         ARTICLE XI        AMENDMENT; TERMINATION; EFFECTIVE DATE

         Section 11.1 Amendment and Termination. The Board may amend or
terminate this Plan at any time or from time to time; provided, however, that no
amendment shall without all required approvals with respect thereto (i) increase
(except as provided by Article VIII) the maximum number of shares as to which
Options may be granted under this Plan, or (ii) materially modify the
requirements in Article IV as to eligibility for participation in this Plan. Any
provision of this Plan to the contrary notwithstanding,



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no termination or amendment of this Plan may, without the consent of the
individual to whom an Option shall have been previously granted, adversely
affect the rights conferred by such Option. The Board may amend the terms of any
Option at any time or from time to time with the consent of the holder of such
Option; provided, however, that no Option may be amended to reduce the Option
Price thereof.

         Section 11.2 Duration of this Plan. Unless terminated earlier pursuant
to Section 11.1, this Plan shall terminate upon the expiration of ten years from
the earlier of the date of its adoption by the Board or the date on which this
Plan is approved by the shareholders of the Company. No Option shall be granted
after termination of this Plan.

         Section 11.3 Effective Date. This Plan shall become effective upon its
adoption by the Board, subject to the approval by the affirmative vote of the
holders of a majority of the outstanding shares of Common Stock of the Company
present, in person, or by proxy, at a shareholders meeting duly held within one
year following adoption of this Plan by the Board. All options granted prior to
the date of such shareholder approval shall be subject to such approval and no
Option shall be exercisable and no Shares shall be delivered until such approval
shall have been received.


         * * * * * * * * * * * * * *
The Plan was adopted by the Board on April 10, 1997 and approved by the
stockholders of the Company on November 5, 1997. The Plan was subsequently
amended by the Board on August 5, 1999, which amendment was approved by the
stockholders of the Company on November 4, 1999. The Plan was further amended by
the Board on May 1, 2001 to increase the number of shares reserved for issuance,
which amendment was duly approved by the stockholders of the Company on November
8, 2001 and further amended by the Board on February 5, 2002 pursuant to Section
11.1 of the Plan.



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