S-8

Registration No.  333-___________

As filed with the Securities and Exchange Commission on January 19, 2007

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

E-Z-EM, INC.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of
incorporation or organization) 11-1999504 (I.R.S. Employer Identification No.)

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

E-Z-EM, Inc. 2004 Stock and Incentive Award Plan (Full title of the plan)

Anthony A. Lombardo
E-Z-EM, Inc.
1111 Marcus Avenue
Lake Success, New York 11042 (Name and address of agent for services)

(516) 333-8230 (Telephone number, including area code, of agent for service)

Copies to:

Scott M. Tayne, Esq.
Davies Ward Phillips & Vineberg LLP
625 Madison Avenue, 12th Floor
New York, New York 10022 Peter J. Graham, Esq.
E-Z-EM, Inc.
1111 Marcus Avenue
Lake Success, New York 11042

Calculation of Registration Fee

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock
par value,	700,000 Shares	$16.675	$11,672,500	$1,248.96
$.10 per share
Total	700,000 Shares	$16.675	$11,672,500	$1,248.96

(1) In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), there are also registered hereby such indeterminate number of shares of common stock as may become issuable by reason of the operation of the anti-dilution provisions of the E-Z-EM, Inc. 2004 Stock and Incentive Award Plan.

(2) Pursuant to Rules 457 (c) and (h) under the Securities Act, the proposed maximum offering price per share was determined based upon the average of the high and low prices of the registrant’s common stock as reported by The Nasdaq Global Market on January 12, 2007.

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EXPLANATORY NOTE

On February 11, 2005, E-Z-EM, Inc. (the “Company” or “Registrant”) registered a total of 1,008,425 shares of its common stock par value $0.10 per share (“Common Stock”) issuable under the E-Z-EM, Inc. 2004 Stock and Incentive Award Plan (the “2004 Plan”) pursuant to a Registration Statement on Form S-8 (File No. 333-122744). This Registration Statement on Form S-8 is being filed pursuant to General Instruction E to Form S-8 to register an additional 700,000 shares of Common Stock issuable under the 2004 Plan.

INCORPORATION BY REFERENCE

Pursuant to General Instruction E to Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 (File No. 333-122744) filed with the Securities and Exchange Commission on February 11, 2005, are incorporated herein by reference.

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Part II

Item 8. EXHIBITS

Exhibit
Number Exhibit                                                                                                                                      

    5.1 Opinion of Davies Ward Phillips & Vineberg LLP

    23.1 Consent of Grant Thornton LLP

    23.2 Consent of Davies Ward Phillips & Vineberg LLP (included as part of Exhibit 5.1)

    24.1 Power of Attorney (set forth on the signature page of the Registration Statement)

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Success, State of New York, on the 19th day of January, 2007.

E-Z-EM, Inc.

By:/s/ Anthony A. Lombardo                                      

Anthony A. Lombardo

President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Anthony A. Lombardo and Dennis J. Curtin, and each or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Anthony A. Lombardo	President, Chief Executive Officer, Director (Principal Executive Officer)	January 19, 2007
Anthony A. Lombardo
/s/ Dennis J. Curtin	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	January 19, 2007
Dennis J. Curtin

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/s/ Paul S. Echenberg	Chairman of the Board, Director	January 19, 2007
Paul S. Echenberg
/s/ David P. Meyers	Director	January 19, 2007
David P. Meyers
/s/ James L. Katz	Director	January 19, 2007
James L. Katz
/s/ Robert J. Beckman	Director	January 19, 2007
Robert J. Beckman
/s/ George P. Ward	Director	January 19, 2007
George P. Ward
/s/ James H. Thrall	Director	January 19, 2007
James H. Thrall
/s/ John T. Preston	Director	January 19, 2007
John T. Preston

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EXHIBIT INDEX

Exhibit
Number Exhibit                                                                                                                                      

    5.1 Opinion of Davies Ward Phillips & Vineberg LLP

    23.1 Consent of Grant Thornton LLP

    23.2 Consent of Davies Ward Phillips & Vineberg LLP (included as part of Exhibit 5.1)

    24.1 Power of Attorney (set forth on the signature page of the Registration Statement)

EX-5.1

  625 Madison Avenue                Tel 212 308 8866
  12th Floor                                    Fax 212 308 0132
  New York NY  10022                  www.dwpv.com

January 19, 2007   Exhibit 5.1

  File No. 061057-62297

E-Z-EM, Inc.
1111 Marcus Avenue
Lake Success, NY 11042

Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel for E-Z-EM, Inc., a Delaware corporation (the “Company”), in connection with the Company’s registration statement on Form S-8 filed by the Company with the Securities and Exchange Commission (the “Commission”) on January 11, 2007 (the “Registration Statement”).

The Registration Statement covers the registration of 700,000 shares of common stock, $0.10 par value per share, of the Company (the “Shares”) that are issuable by the Company pursuant to its 2004 Stock and Incentive Award Plan (the “2004 Plan”).

We have examined the Registration Statement and have also examined and relied as to factual matters upon originals or copies of such documents, records, certificates, and other instruments as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In our examination, we have assumed the genuineness of all signatures, the authenticity and completeness of all documents, records, certificates and instruments submitted to us as originals, and the conformity with originals of all documents, records, and instruments submitted to us as copies.

This opinion is limited solely to the Delaware General Corporation Law, as applied by courts located in Delaware, the applicable provisions of the Delaware Constitution, and the reported judicial decisions interpreting those laws, and we do not express any opinion herein concerning any other law.

Based upon and subject to the foregoing, we are of the opinion that the Shares, when issued and delivered by the Company pursuant to the 2004 Plan and paid for in full in accordance with the terms of the 2004 Plan, will be validly issued, fully paid, and non-assessable.

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We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

Yours very truly,

/s/ Davies Ward Phillips & Vineberg LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated August 4, 2006 accompanying the consolidated financial statements and schedule and management’s assessment of the effectiveness of internal control over financial reporting included in the Annual Report of E-Z-EM, Inc. and Subsidiaries on Form 10-K for the fifty-three weeks ended June 3, 2006, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned reports.

/s/ Grant Thornton LLP

GRANT THORNTON LLP

Melville, New York

January 18, 2007