8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 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): October 26, 2004
                                                         ----------------

                                  E-Z-EM, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                                    Delaware
                 ----------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

                1-11479                                  11-1999504
        ------------------------             ---------------------------------
        (Commission File Number)             (IRS Employer Identification No.)

   1111 Marcus Avenue, Lake Success, New York, NY                  11042
  ------------------------------------------------             --------------
      (Address of Principal Executive Offices)                   (Zip Code)

                                 (516) 333-8230
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

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.

|_|   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 1.01   Entry into a Material Definitive Agreement.

            On October 26, 2004, at the 2004 annual meeting of stockholders of
            E-Z-EM, Inc. (the "Company") the stockholders approved the E-Z-EM,
            Inc. 2004 Stock and Incentive Award Plan (the "2004 Plan"). A
            description of the material terms of the 2004 Plan was included on
            pages 28 to 31 of the Company's definitive proxy statement relating
            to the 2004 annual meeting filed with the Securities and Exchange
            Commission ("Commission") on September 27, 2004, which description
            is incorporated into this Current Report on Form 8-K by reference.

ITEM 9.01   Financial Statements and Exhibits

            (c)   Exhibits

            10.1  The E-Z-EM, Inc. 2004 Stock and Incentive Award Plan
                  (incorporated by reference to exhibit 99.2 to the Company's
                  definitive additional proxy materials filed with the
                  Commission on October 25, 2004)

            99.1  Description of the E-Z-EM, Inc. 2004 Stock and Incentive Award
                  Plan


                                       2


                                   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.

Dated: November 1, 2004                  E-Z-EM, INC.
                                         (Registrant)

                                         By: /s/ Peter J. Graham
                                             ----------------------------------
                                             Peter J. Graham
                                             Vice President, General Counsel


                                       3


                                  EXHIBIT INDEX
                                  -------------

Exhibit     Description
- -------     -----------

10.1        The E-Z-EM, Inc. 2004 Stock and Incentive Award Plan (incorporated
            by reference to exhibit 99.2 to the Company's definitive additional
            proxy materials filed with the Commission on October 25, 2004)

99.1        Description of the E-Z-EM, Inc. 2004 Stock and Incentive Award Plan


                                       4

EX-99.1

                                                                    Exhibit 99.1

SUMMARY OF THE 2004 STOCK AND INCENTIVE AWARD PLAN

      The board of directors has approved the E-Z-EM, Inc. 2004 Stock and
Incentive Award Plan, or 2004 Plan. Our 2004 Plan provides for the grant of
incentive stock options, within the meaning of Section 422 of the Internal
Revenue Code, to our employees, and for the grant of nonstatutory stock options,
restricted stock, stock appreciation rights, performance units performance
shares and incentive awards to our employees, directors and other service
providers.

      A total of 350,000 shares of our common stock have been reserved for
issuance under our 2004 Plan. In addition, if the 2004 Plan is approved at the
annual meeting, future grants under E-Z-EM's 1983 Stock Option Plan and 1984
Directors and Consultants Stock Option Plan will be suspended and all shares
reserved or to be reserved for issuance upon exercise of stock options to be
granted under these plans will be reallocated to the 2004 Plan and reserved for
issuance thereunder. We expect that an aggregate of approximately 658,414 shares
of our common stock will be reallocated as described above. This reallocation
will result in an estimated aggregate of 1,008,414 shares of common stock being
available for grant under the 2004 Plan following such reallocation. As noted
above, following the adoption of the 2004 Plan, we do not intend to make further
grants under the 1983 Plan or the 1984 Plan. Under the 2004 Plan, up to 800,000
shares may be issued upon exercise of incentive stock options.

      The Compensation Committee of our board will administer our 2004 Plan. As
required by the 2004 Plan, the Compensation Committee will consist of two or
more members of the board, each of whom must

      o     be an independent director under the rules of the American Stock
            Exchange,

      o     qualify as a "non-employee" director under SEC Rule 16b-3, and

      o     qualify as an "outside director" within the meaning of Section
            162(m) of the Code.

The Compensation Committee will have the power to select the participants in the
2004 Plan and determine the types of awards to be made and the terms of those
awards, including the exercise price, the number of shares subject to each such
award, the exercisability of the awards and the form of consideration, if any,
payable upon exercise.

      The Compensation Committee will determine the exercise price of options
granted under our 2004 Plan, but for all incentive stock options the exercise
price must at least be equal to the fair market value of our common stock on the
date of grant. The term of an incentive stock option may not exceed ten years,
except that for any participant who owns 10% of the voting power of all classes
of our outstanding stock, the term must not exceed five years and the exercise
price must equal at least 110% of the fair market value on the grant date. The
Compensation Committee will determine the term of all options. After termination
of service of an employee, director or other service provider, he or she may
exercise his or her option for the period of time stated, and subject to any
other terms and conditions included in the option agreement.




      No participant in our 2004 Plan may receive options to purchase, or stock
appreciation rights with respect to, more than 200,000 shares in any year. The
maximum number of shares for which awards other than appreciation-only awards
and awards the value of which is not based on the value of our common stock, or
dollar-denominated awards, may be granted to a plan participant in any year is
100,000 shares. This limit applies to restricted stock, performance shares and
any other stock value-based award not based solely on the appreciation of our
common stock after the award is granted. Dollar-denominated awards under the
2004 Plan may not exceed $400,000 for a participant in any year.

      Stock appreciation rights, or SARs, may be granted under our 2004 Plan.
SARs allow the recipient to receive the appreciation in the fair market value of
our common stock between the exercise date and the date of grant of the SARs or,
if the SARs are linked and alternative to an option, the date of grant of the
option. The Compensation Committee will determine the terms of SARs, including
when such rights become exercisable and whether to pay the increased
appreciation in cash or with shares of our common stock, or a combination
thereof.

      Restricted stock may be granted under our 2004 Plan. Restricted stock
awards are grants of shares of our common stock that vest in accordance with
terms and conditions established by the Compensation Committee. The Compensation
Committee will determine the number of shares of restricted stock granted to any
employee, director or other service provider. The Compensation Committee may
impose whatever conditions to vesting it determines to be appropriate. For
example, the Compensation Committee may set restrictions based on the
achievement of specific performance goals. Shares of restricted stock that do
not vest are subject to our right of repurchase or forfeiture. The Compensation
Committee may also make restricted stock unit awards, which are shares of our
common stock that are issued only after the recipient satisfies any service or
performance objectives or contingencies determined by the Compensation
Committee.

      Our 2004 Plan does not allow for the transfer of awards, except for
transfers by will or the laws of descent and distribution or to such other
persons designated by a participant to receive the award upon the participant's
death, or except as may otherwise be authorized by the committee for any award
other than an incentive stock option.

      Performance units and performance shares may be granted under our 2004
Plan. Performance share awards are rights to receive a specified number of
shares of our common stock and/or an amount of money equal to the fair market
value of a specified number of shares of our common stock, at a future time or
times if a specified performance goal is attained and any other terms and
conditions specified by the committee are satisfied. Performance unit awards are
rights to receive a specified amount of money (other than an amount of money
equal to the fair market value of a specified number of shares of common stock)
at a future time or times if a specified performance goal is attained and any
other terms and conditions specified by the committee are satisfied. The
Compensation Committee will establish organizational or individual performance
goals in its discretion, which, depending on the extent to which they are met,
will determine the number and/or the value of performance units and performance
shares to be paid out to participants.


                                       2


      Our 2004 Plan authorizes the Compensation Committee to grant incentive
awards, which are rights to receive money or shares on such terms and subject to
such conditions as the committee may prescribe. Restricted stock, performance
shares and performance units are particular forms of incentive awards but are
not the only forms in which they may be made. Incentive awards may also take,
for example, the form of cash or stock bonuses.

      Our 2004 Plan authorizes the Compensation Committee to grant options and
SARs that become exercisable, and any award under the 2004 Plan that becomes
nonforfeitable, fully earned and payable, if we have a "change in control," and
to provide for money to be paid in settlement of any award under the 2004 Plan
in such event. Additionally, if we have a change of control, the Compensation
Committee may authorize the exercise of outstanding nonvested appreciation
rights, make any award outstanding under the 2004 Plan non-forfeitable, fully
earned and payable, or require the automatic exercise for cash of all
outstanding SARs.

      In general, under the 2004 Plan, a "change in control" will be deemed to
occur if any person or group of persons acting in concert becomes the beneficial
owner of more than 50% of the outstanding voting power of all our capital stock;
a majority of our board, before a tender or exchange offer for our common stock
ceases to constitute a majority as a result of such transaction or transactions;
or our stockholders approve a merger, reorganization, sale of assets or plan of
complete liquidation following which our stockholders before the transaction or
Related Parties (as defined in the 2004 Plan) will not own at least 50% of our
voting power or assets.

      Subject to any applicable stockholder approval requirements of Delaware or
federal law, any rules or listing standards that apply to our company, or the
Internal Revenue Code, the 2004 Plan may be amended by the board of directors at
any time and in any respect, including without limitation to permit or
facilitate qualification of options previously granted or to be granted in the
future (1) as incentive stock options under the Internal Revenue Code, or (2)
for such other special tax treatment as may be enacted on or after the date on
which the 2004 Plan is approved by the board. Without stockholder approval
however, no such amendment may increase the aggregate number of shares which may
be issued under the 2004 Plan, or may permit the exercise price of outstanding
options or SARs to be reduced, subject to limited exceptions. No amendment of
the 2004 Plan may adversely affect any award granted prior to the date of such
amendment or termination without the written consent of the holder of such
award.

      Because award grants under the 2004 Plan are subject to the discretion of
the Compensation Committee, awards under the 2004 Plan for the current year are
indeterminable. Future option exercise prices under the 2004 Plan are also
indeterminable because they will be based upon the fair market value of our
common stock on the date of grant. During the 2004 fiscal year, no options were
granted under the 1983 Stock Option Plan and options to acquire 8,000 shares
were granted under the 1984 Directors and Consultants Stock Option Plan and,
accordingly, had the 2004 Plan been in place, these 8,000 options would have
been granted under the 2004 Plan during the 2004 fiscal year.


                                       3