LAZARE KAPLAN INTERNATIONAL INC
10-Q/A, 1994-12-09
JEWELRY, SILVERWARE & PLATED WARE
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                  FORM 10-Q/A-1

(Mark One)

     [X]  QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 1994
                                       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 No.1-7848


                        LAZARE KAPLAN INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)


             DELAWARE                                   13-2728690
  (State or other jurisdiction of                      (IRS Employer
  incorporation or organization)                    Identification No.)


           529 FIFTH AVENUE, NEW YORK, NY                    10017
      (Address of principal executive offices)            (Zip Code)

                                 (212) 972-9700
              (Registrant's telephone number, including area code)



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.



                         Yes    X    No



       As of September 30, 1994, 6,131,890 shares of the registrant's common
stock were outstanding.



<PAGE>




                                                      


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K


(A)   Exhibits

(27)   Financial Data Schedule


<PAGE>







                                    SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Form 10-Q/A-1 to be signed on its behalf by the
undersigned thereunto duly authorized.



                                     LAZARE KAPLAN INTERNATIONAL INC.



                                     By (s)  Sheldon L. Ginsberg
                                        Sheldon L. Ginsberg
                                        Vice President and
                                         Chief Financial Officer


Dated: December 9, 1994



<TABLE> <S> <C>

<ARTICLE>           5
<LEGEND>            The Schedule contains summary financial information 
extracted from the balance sheet and income statement and 
is qualified in its entirety by reference to such financial statements.
<MULTIPLIER>        1,000
       
<S>                 <C>  
<PERIOD-TYPE>       3-MOS
<FISCAL-YEAR-END>                                     MAY-31-1995
<PERIOD-END>                                          AUG-31-1994
<CASH>                                                      8,470
<SECURITIES>                                                    0
<RECEIVABLES>                                              28,732
<ALLOWANCES>                                                  177
<INVENTORY>                                                57,595
<CURRENT-ASSETS>                                           98,307
<PP&E>                                                     13,137
<DEPRECIATION>                                              6,866
<TOTAL-ASSETS>                                            110,446
<CURRENT-LIABILITIES>                                      37,432
<BONDS>                                                    25,715
<COMMON>                                                    6,132
                                           0
                                                     0
<OTHER-SE>                                                 33,144
<TOTAL-LIABILITY-AND-EQUITY>                              110,446
<SALES>                                                    38,586
<TOTAL-REVENUES>                                           38,586
<CGS>                                                      34,745
<TOTAL-COSTS>                                              34,745
<OTHER-EXPENSES>                                            2,298
<LOSS-PROVISION>                                                0
<INTEREST-EXPENSE>                                            963
<INCOME-PRETAX>                                               580
<INCOME-TAX>                                                  105
<INCOME-CONTINUING>                                           525
<DISCONTINUED>                                                  0
<EXTRAORDINARY>                                                 0
<CHANGES>                                                       0
<NET-INCOME>                                                  525
<EPS-PRIMARY>                                                0.08
<EPS-DILUTED>                                                0.08
        

</TABLE>


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