x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended May 31, 2008

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________

Delaware	13-2728690
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

19 West 44^th Street	10036
(Address of principal executive offices)	(Zip Code)

Title of each class	Name of each exchange on which registered
Common Stock ($1 par value)	American Stock Exchange
Preferred Share Purchase Rights	American Stock Exchange

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes xNo o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

As of November 30, 2007 the aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant, computed by reference to the closing price for the registrant's common equity on the American Stock Exchange at that date was $23,869,514. As of August 20, 2008, 8,252,679 of the registrant's common stock were outstanding

2008 definitive proxy statement to be filed with the Commission - incorporated by reference into Part III. 2008 Annual Report to Stockholders for the fiscal year ended May 31, 2008 to be filed with the Commission-incorporated by reference into Parts II and IV.

On September 9, 2008, Lazare Kaplan International Inc. filed its Annual Report on Form 10-K for the fiscal year ended May 31, 2008. This Amendment No. 1 has been filed to incorporate the consent of BDO Seidman, LLP as exhibit 23.1 No other changes have been made.

Pursuant to the requirements of Section 13 or 15(d) 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.

October 20, 2008

	By:	/s/ William H. Moryto
		William H. Moryto, Vice President and Chief Financial Officer



	By:	/s/ Maurice Tempelsman
		Maurice Tempelsman, Chairman of the Board of Directors



	By:	/s/ Leon Tempelsman
		Leon Tempelsman, Vice Chairman of the Board of Directors and President (principal executive officer)



	By:	/s/ Lucien Burstein
		Lucien Burstein, Director