UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K/A(Amendment No. 1)

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|----- | ----------------------------------------------------------------------------------------
|[X]   | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.   
|      | For the fiscal year endedMay 31, 2007                                                   
|      | OR                                                                                      
|[   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
|      | For the transition period from ________________ to                                      

Commission file number1-7848LAZARE KAPLAN INTERNATIONAL INC.(Exact name of registrant as specified in its charter)

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|---------------------------------------------------------------- |  | -----------------------------------------
|Delaware                                                         |  | 13-2728690                               
|(State or other jurisdiction of                                  |  | (IRS Employer                            
|incorporation or organization)                                   |  | Identification No.)                      
|                                                                
|19 West 44thStreet                                               |  | 10036                                    
|(Address of principal executive offices)                         |  | (Zip Code)                               
|Registrant's telephone number, including area code(212) 972-9700 |  |                                          
|                                                                
|Securities registered pursuant to Section 12(b) of the Act:      |  |                                          
|                                                                
|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                  



Securities registered pursuant to Section 12(g) of the Act:None

Indicate by check mark
whether the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act. Yes ___ NoX

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 ___ NoX

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. YesXNo ___

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 non-accelerated
  filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange
 Act. (check one): 
     Large accelerated filer
  ______        Accelerated filer
  ______
       Non-accelerated filerX

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

As of November 30, 2006 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 $19,672,199. As of July 31, 2007, 8,259,300 of the registrant's common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

2007 definitive proxy statement to be filed with the Commission - incorporated by reference into Part III.

2007 Annual Report to Stockholders for the fiscal year ended May 31, 2007 to be filed with the Commission-incorporated by reference into Parts II and IV.

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Explanatory Note

On August 29, 2007, Lazare
Kaplan International Inc. filed its Annual Report on Form 10-K for the fiscal
year ended May 31, 2007. This Amendmnet No. 1 has been filed to amend Item 15,
exhibits and financial statement schedules, to include the financial statements
and related consents of Bellataire and Gulfdiam DMCC pursuant to Rule 3-09 of Regulation
S-X. No other changes have been made.

The following exhibits are attached
herewith:

|(23.1) | Consent of BDO Seidman, LLP                                                                                                                              
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                          
|(23.2) | Consent of KSI SHAH & ASSOCIATES                                                                                                                         
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|(31.1) | Certification of Chief Executive Officer
        Pursuant to Rule 13a-14(a) as Adopted Pursuant to Section 302 of the
        Sarbanes-Oxley Act of 2002.
|       |                                                                                                                                                          
|(31.2) | Certification of Chief Financial Officer
        Pursuant to Rule 13a-14(a) as Adopted Pursuant to Section 302 of the
        Sarbanes-Oxley Act of 2002.
|       |                                                                                                                                                          
|(32.1) | Certifications Pursuant to 18 U.S.C. Section
        1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
        2002.                  
|       |                                                                                                                                                          
|(99.2) | Financial Statements of Bellataire,  Pursuant
        to Rule 309 of Regulation S-X.                                                                     
|       |                                                                                                                                                          
|(99.3) | Financial Statements of Gulfdiam, Pursuant
        to Rule 309 of Regulation S-X.                                                                        
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SIGNATURE

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.

|                | LAZARE KAPLAN INTERNATIONAL INC.                                                      
|--------------- | --------------------------------------------------------------------------------------
|                |                                                                                       
|August 26, 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




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