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): April 11, 2008

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

[  ]   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 2.02.    Results of Operations and Financial Condition

     On April 11, 2008, Lazare Kaplan International Inc. (the “Company”) announced its financial results for the three months ended February 29, 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 April 11, 2008.

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: April 14, 2008	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 April 11, 2008.

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.
THIRD QUARTER FISCAL 2008 RESULTS

NEW YORK, N.Y. – April 11, 2008 – Lazare Kaplan International Inc. (AMEX: LKI) today announced financial results for the third fiscal quarter of fiscal 2008 ended February 29, 2008.

     Net sales for the three and nine months ended February 29, 2008 were $82.2 million and $275.3 million, respectively, as compared to $104.3 million and $337.6 million for the prior year periods.

     Polished diamond revenue for the three and nine months ended February 29, 2008 were $38.1 million and $115.0 million, respectively, as compared to $35.3 million and $109.9 million for the prior year periods. The current quarter and year-to-date results reflect increased sales of both branded diamonds and fine cut commercial diamonds.

     Rough diamond sales were $44.1 million and $160.3 million for the three and nine months ended February 29, 2008, as compared to $68.9 million and $227.7 million for the comparable prior year periods.

     Gross Margin for the three and nine months ended February 29, 2008 was 10.1% and 8.3%, respectively, as compared to 7.0% and 5.2% for the prior year periods. The increase in overall gross margin reflects improved margins on both polished diamond sales and rough diamond trading operations.

     Net income / (loss) for the three and nine month periods ended February 29, 2008 was $3.3 million, or $0.40 per fully diluted share, and $4.0 million, or $0.48 per fully diluted share, compared to $0.1 million, or $0.01 per fully diluted share, and $(3.1) million, or $(0.38) per fully diluted share, in the respective prior year periods. Fully diluted earnings per share for the three and nine month period ended February 29, 2008 are based on the weighted average number of shares outstanding of 8,354,742 and 8,338,347, as compared to 8,390,159 and 8,197,484 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 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

(In thousands, except per share and per share data)

		Three Months Ended						Nine Months Ended
February 29 and 28, (unaudited)		2008			2007			2008			2007
Net sales	$	82,169		$	104,257		$	275,290		$	337,552
Cost of Sales		73,873			96,980			252,352			320,101
		8,296			7,277			22,938			17,451
Other Income		4,700			-			4,700			-
		12,996			7,277			27,638			17,451
Selling, general and administrative expenses		9,735			5,777			22,970			18,847
		3,261			1,500			4,668			(1,396	)
Interest expense, net of interest income		(1,120	)		(1,754	)		(4,124	)		(5,024	)
Equity in income of joint ventures		2,295			361			4,856			1,561
Income / (loss) before income taxes		4,436			107			5,400			(4,859	)
Income tax provision / (benefit)		1,127			49			1,380			(1,729	)
NET INCOME / (LOSS)	$	3,309		$	58		$	4,020		$	(3,130	)
EARNINGS / (LOSS) PER SHARE
Basic earnings / (loss) per share	$	0.40		$	0.01		$	0.49		$	(0.38	)
Average number of shares outstanding during the period		8,251,616			8,197,634			8,256,227		8,197,484
Diluted earnings / (loss) per share	$	0.40		$	0.01		$	0.48		$	(0.38	)
Average number of shares outstanding during the period
assuming dilution		8,354,742			8,390,159			8,338,347		8,197,484