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                                                                     EXHIBIT 14


                        LAZARE KAPLAN INTERNATIONAL INC.

 CODE OF CONDUCT FOR THE PRESIDENT AND SENIOR FINANCIAL OFFICERS OF THE COMPANY

                              ADOPTED MAY 28, 2004

INTRODUCTION

         Lazare Kaplan International Inc. (the "Company") has a long-standing
commitment to conducting its business in accordance with applicable laws, rules
and regulations and in accordance with the highest ethical standards and has
adopted these standards as corporate policy. This Code of Conduct is established
pursuant to Section 406 of the Sarbanes-Oxley Act of 2002, which requires that
the Company establish a code of ethics to apply to the Company's principal
executive officer and certain of the Company's senior financial officers,
including but not limited to, the Company's principal financial officer,
controller, principal accounting officer, or persons performing similar
functions (the "406 Officers").

         All 406 Officers are expected to conduct their activities and the
operations for which they are responsible in accordance with such standards. No
single code can cover the many circumstances and situations that may raise
ethical considerations or affect the conduct of the Company in a proper and
lawful manner. Each 406 Officer is expected to be aware of and sensitive to
ethical considerations and the consequences of their actions on the Company, its
reputation and its continuing business and public relationships. These include
the consequences of the failure to meet ethical standards, in appearance as well
as in fact.

         This Code of Conduct has been prepared to serve as a general guide on
ethical business conduct and your responsibilities to the Company. It highlights
several specific policies and laws of which you must be aware in conducting our
business activities. We do not expect you to become a legal expert as a result
of reading this policy statement; the examples included do not represent every
instance where a policy or the law applies. We do expect you to read and ensure
that you understand our Code of Conduct, are generally aware of the legal
standards and restrictions applicable to your assigned duties and
responsibilities and recognize sensitive issues. Most importantly, we expect you
to seek advice when necessary. Failure to comply with this Code of Conduct will
be cause for disciplinary action or termination of employment.

         Please review this Code of Conduct and continue to refer to it as you
conduct your daily business affairs.

         If you have questions about the laws governing your activities on
behalf of the Company, talk to the Administrator (as defined in this Code). It
is your responsibility to be informed about, and to comply with, this Code of
Conduct. If you suspect any activity or conduct to be in violation of the law or
this Code, you should report the circumstances to the Administrator.





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ETHICAL STANDARDS OF CONDUCT FOR 406 OFFICERS

         The 406 Officers shall use their best efforts to follow the accounting
rules and controls set forth by the SEC and the Financial Accounting Standards
Board and the obligations set forth in the Sarbanes-Oxley Act of 2002.

         The 406 Officer shall, when required, use their best efforts to provide
full, fair, accurate, timely and understandable disclosure in the periodic
reports that the Company is required to file. Accordingly, all account books,
budgets, project evaluations, expense accounts and other papers utilized in
maintaining business records must accurately report the matters to which they
relate.

         All assets and liabilities of the Company must be carefully and
properly set forth in the Company's financial records. The Company's outside
accountants (independent auditors) must be given full access to all information
of the Company necessary for them to properly conduct any audit of the Company
or any subsidiary or division of the Company.

         No 406 Officer shall knowingly conceal a material mistake in the
Company's financial reporting. All such mistakes must be fully disclosed and
corrected as promptly as possible. Falsification of any Company record is
strictly prohibited.

         No 406 Officer may request or be granted a loan or payroll advance from
the Company that is prohibited by the Sarbanes-Oxley Act.

         All 406 Officers shall use their best efforts to comply with all
applicable securities laws and the Company's policy prohibiting insider trading.

         The 406 Officers shall use their best efforts to strive to apply high
ethical, moral and legal principles in every aspect of their business dealings
with other employees, the public, the business community, stockholders,
customers, suppliers and governmental and regulatory authorities.

         All 406 Officers shall use their best efforts to avoid any activities
that would involve the Company in any practice that is not in compliance with
this Code of Conduct. Any 406 Officer who does not adhere to such standards and
restrictions is acting outside the scope of his or her employment.

         The Company will not excuse any violation of this Code of Conduct by a
406 Officer even if the violation was specifically requested or directed by
another 406 Officer.

         Only the Board of Directors or the Audit Committee of the Board can
authorize a waiver of this Code of Conduct for 406 Officers as more fully
described below under "Administration of this Code of Conduct."

         Each 406 Officer must alert the Board or the Audit Committee whenever
such 406 Officer discovers an illegal, dishonest, or unethical act. No 406
Officer will be

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penalized by the Company for reporting his or her discovery of such acts or for
reporting suspicions of such acts provided that such 406 Officer is not a party
to or responsible (alone or with others) for such acts.

ADMINISTRATION OF THIS CODE OF CONDUCT

This Code of Conduct shall be administered as follows:

     1.   Responsibility for Administration

     The Board, or the Audit Committee to the extent empowered by the Board,
     (the "Administrator") shall be responsible for interpreting and
     administering this Code of Conduct for the 406 Officers. In discharging its
     responsibilities, the Administrator may engage such agents and advisors as
     it shall deem necessary or desirable, including but not limited to
     attorneys and accountants.

     2.   Scope of this Code of Conduct

     The Administrator shall periodically, in light of the experience of the
     Company, review this Code of Conduct. As it deems necessary, the Audit
     Committee shall make recommendations to the Board to ensure that (i) this
     Code of Conduct conforms to applicable law, (ii) this Code of Conduct meets
     or exceeds industry standards, and (iii) any weaknesses in this Code of
     Conduct or any other policy of the Company which are revealed through
     monitoring, auditing, and reporting systems are eliminated or corrected.

     3.   Waiver or Amendment of this Code of Conduct

     The Administrator may grant a specific, limited waiver of any provision of
     this Code of Conduct if the Administrator determines, based on information
     that the Administrator deems credible and persuasive, that such a limited
     waiver is appropriate under the specific circumstances (and each fact
     situation will be a separate case). If the Administrator waives any
     provision of this Code of Conduct, then the Company shall make a disclosure
     of such waiver in a manner required by applicable law. This Code of Conduct
     may be amended only by the Board.

     4.   Monitoring and Auditing

     The information developed by the Company's independent accountants in
     performing their audit engagement on behalf of the Company and by the
     Company's internal auditors in the performance of their assigned
     responsibilities shall be made available to the Administrator as a means of
     monitoring compliance with this Code of Conduct.

     5.   Reporting Systems

     Any suspected violation of this Code of Conduct shall be promptly reported
     to the

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     Administrator.

     6.   Investigation of Violations

     If the Administrator receives information regarding an alleged violation of
     this Code of Conduct, then the Administrator shall:

     (1) evaluate such information as to gravity and credibility;

     (2) if necessary, initiate an informal inquiry or a formal investigation
     with respect thereto;

     (3) if appropriate, prepare a written report of the results of such inquiry
     or investigation, including recommendations as to the disposition of such
     matter;

     (4) if appropriate, make the results of such inquiry or investigation
     available to the public (including disciplinary action); and

     (5) if appropriate, recommend changes to this Code of Conduct that the
     Administrator deems necessary or desirable to prevent similar violations of
     this Code of Conduct.

     7.   Disciplinary Measures

     The Administrator shall enforce this Code of Conduct through appropriate
     disciplinary actions. The Administrator shall determine whether violations
     of this Code of Conduct have occurred and, if so, shall determine the
     disciplinary actions to be taken against any individual who has violated
     this Code of Conduct.

     The disciplinary actions available to the Administrator include counseling,
     oral or written reprimands, warnings, probations or suspensions (with or
     without pay), demotions, reductions in salary, terminations of employment,
     and restitution.

     The jurisdiction of the Administrator shall include, in addition to the
     individual that violated this Code of Conduct, any other employee involved
     in the wrongdoing such as (i) persons who fail to use reasonable care to
     detect a violation and (ii) persons who were requested to divulge or
     possess information about a suspected violation of this Code of Conduct,
     but withheld material information regarding a suspected violation.


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                                 ACKNOWLEDGMENT

         By signing below you will acknowledge that you have read and understood
the Company's Code of Conduct and that you further understand that your conduct
as an executive officer of the Company must comply with the principles and
policies set forth herein.



Signature:________________________________________

Date:_____________________________________________





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