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):  January 13, 2009

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 44th 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 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition

On January 13, 2009, Lazare Kaplan International Inc. (the “Company”) announced its financial results for the three and six months ended November 30, 2008.  A copy of the press release is attached hereto as Exhibit 99.1.  This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release of the Company, dated January 13, 2009.

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: January 13, 2009		By: /s/ William H. Moryto
		William H. Moryto
		Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of the Company, dated January 13, 2009.

EX-99.1

EXHIBIT 99.1                  

FOR IMMEDIATE RELEASE	CONTACT:  Edward Nebb
	Comm-Counsellors, LLC
	203-972-8350
	enebb@optonline.net

LAZARE KAPLAN INTERNATIONAL INC.

SECOND QUARTER FISCAL 2009 RESULTS

NEW YORK, N.Y. – January 13, 2009 – Lazare Kaplan International Inc. (AMEX: LKI) today announced financial results for the second fiscal quarter of fiscal 2009 ended November 30, 2008.

Net sales for the three and six months ended November 30, 2008 were $41.3 million and $119.6 million, respectively, as compared to $90.5 million and $193.1 million for the prior year periods.

Polished diamond revenue for the three and six months ended November 30, 2008 were $20.2 million and $61.1 million, respectively, as compared to $43.0 million and $76.9 million for the prior year periods.  The current quarter and year to date decrease reflects lower sales of both branded diamonds and fine cut commercial diamonds.  Polished diamond sales have been significantly impacted by the worsening global economic conditions, and the reluctance of customers to purchase inventory in response to liquidity concerns.

Rough diamond sales were $21.1 million and $58.5 million for the three and six months ended November 30, 2008, as compared to $47.5 million and $116.2 million for the comparable prior year periods.  The decrease in rough diamond sales primarily reflects reduced sourcing activities as the Company sought to preserve liquidity and declined to purchase rough diamonds it considered overpriced in light of current market conditions.

“The recent global financial crisis and economic downturn has negatively impacted the sectors of the diamond and jewelry industry in which the Company operates”, said Mr. Leon Tempelsman, President of Lazare Kaplan International Inc.  “Diamond and diamond jewelry purchases are dependant on the availability of consumer discretionary spending.  Uncertainties regarding future economic prospects and a decline in consumer confidence during the current fiscal quarter translated into lower purchases and sales by diamond producers, wholesalers and retailers in virtually all sectors of the diamond and jewelry industry”.

Net income / (loss) for the three and six month periods ended November 30, 2008 was $(3.7) million, or $(0.45) per fully diluted share, and $(2.9) million, or $(0.35) per fully diluted share, compared to $0.3 million, or $0.03 per fully diluted share, and $0.7 million, or $0.09 per fully diluted share, in the respective prior year periods.  Fully diluted earnings per share for the three and six month periods ended November 30, 2008 are based on the weighted average number of shares outstanding of 8,252,679, as compared to 8,337,818 and 8,329,649 in the comparable prior year periods.

Lazare Kaplan International Inc. sells its diamonds and jewelry products through a worldwide distribution network.  The Company is noted for its ideal cut diamonds, which it markets internationally under the brand name, Lazare Diamonds®.

Except for historical information contained herein, the statements in this release are forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements involve known and unknown risks and uncertainties which may cause the Company's actual results in future periods to differ materially from forecasted results.  Those risks include a softening of retailer or consumer acceptance of, or demand for, the Company's products, pricing pressures, adequate supply of rough diamonds, liquidity, and other competitive factors.  These and other risks are more fully described in the Company's filings with the Securities and Exchange Commission.  The information contained in this press release is accurate only as of the date issued.  Investors should not assume that the statements made in these documents remain operative at a later time.  Lazare Kaplan International Inc. undertakes no obligation to update any information contained in this news release.

(Financial table to Follow)

Consolidated Statements of Operations

November 30, (unaudited)	Three Months Ended						Six Months Ended
(In thousands, except share and per share data)	2008			2007			2008			2007
Net sales	$	41,260		$	90,528		$	119,561		$	193,121
Cost of sales		40,577			84,179			112,433			178,479
		683			6,349			7,128			14,642
Selling, general and administrative expenses		6,597			6,948			13,507			13,235
Interest expense, net of interest income		(856	)		(1,501	)		(1,335	)		(3,004	)
Equity in income of joint ventures		893			2,486			3,425			2,561
Income / (loss) before income tax provision
and minority interest		(5,877	)		386			(4,289	)		964
Income tax provison / (benefit)		(2,131	)		95			(1,606	)		253
Minority Interest		(3	)		-			(198	)		-
NET INCOME / (LOSS)	$	(3,749	)	$	291		$	(2,881	)	$	711
EARNINGS /  (LOSS) PER SHARE
Basic earnings / (loss) per share	$	(0.45	)	$	0.04		$	(0.35	)	$	0.09
Average number of shares outstanding
during the period		8,252,679			8,257,082			8,252,679			8,258,033
Diluted earnings / (loss) per share	$	(0.45	)	$	0.03		$	(0.35	)	$	0.09
Average number of shares outstanding during
the period, assuming dilution		8,252,679			8,337,818			8,252,679			8,329,649