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):  November 11, 2004

                        LAZARE KAPLAN INTERNATIONAL INC.
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             (Exact Name of registrant as specified in its charter)


            Delaware                    1-7848             13-2728690
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(State or other jurisdiction of      (Commission          (IRS Employer
incorporation or organization)       File Number)      Identification No.)


19 West 44th Street, New York, New York                       10036
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(Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code      (212) 972-9700


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

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  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 8.01  Other Events.

         On November 11, 2004, the Board of Directors (the "Board") of Lazare
Kaplan International Inc. ("LKI") adopted a resolution that authorized LKI to
continue to repurchase in the open market, at any time and from time to time
through and including November 14, 2005, shares of LKI's common stock, par value
$1.00 per share (the "Common Stock") with an aggregate value not to exceed
$2,000,000. The Board also authorized the proper officers of LKI to determine
the amounts, times and prices of any such Common Stock purchases.


                                   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 thereunto duly authorized.


                                 LAZARE KAPLAN INTERNATIONAL INC.


Date: November 15, 2004          By: /s/ William H. Moryto
                                     -----------------------
                                     William H. Moryto
                                     Vice President and Chief Financial Officer