LKI Lazare Kaplan International

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

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One): |_| Form 10-K and Form 10-KSB |_| Form 20-F |_| Form 11-K
|X| Form 10-Q and Form 10-QSB |_| Form N-SAR

For Period Ended: February 28, 2010

|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 (a) The reasons described in reasonable detail in Part III of this form
 could not be eliminated without unreasonable effort or expense.

|_| (b) The subject annual report, semi-annual report, transition report on
 Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be
 filed on or before the fifteenth calendar day following the
 prescribed due date; or the subject quarterly report or transition
 report on Form 10-Q, or portion thereof will be filed on or before
 the fifth calendar day following the prescribed due date; and

 (c) The accountant's statement or other exhibit required by Rule
 12b-25(c) has been attached if applicable.

State below in reasonable detail the reasons why Form 10-K and Form 10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion thereof could not be filed within the prescribed period. (Attach Extra Sheets if Needed)

Lazare Kaplan International Inc. (the "Company") has determined that it is unable to timely file its Quarterly Report on Form 10-Q (the "Q3 Form 10-Q") for the quarter ended February 28, 2010 ("Q3 2010").

As reported in the Form 12b-25 filed with respect to the Company's Annual Report on Form 10-K (the "Form 10-K") for the fiscal year ended May 31, 2009 ("Fiscal 2009") and the Forms 12b-25 filed with respect to the Company's Quarterly Reports on Form 10-Q (the "Q1 Form 10-Q") for the period ended August 31, 2009 ("Q1 2010") and Form 10-Q (the "Q2 Form 10-Q") for the period ended November 30, 2009 ("Q2 2010"), the Company has been unable to resolve a material uncertainty concerning (a) the collectability and recovery of certain assets, and (b) the Company's potential obligations under certain lines of credit and a guaranty (all of which, the "Material Uncertainties"). As the Company is unable to assess the potential effect the ultimate resolution of these matters will have on the financial position and results of operation of the Company, the Company (i) has been unable to finalize its financial statements for Fiscal 2009 or file its Form 10-K, (ii) has been unable to finalize its financial statements for Q1 2010 or file its Q1 Form 10-Q, (iii) is unable to finalize its financial statements for Q2 2010 or file its Q2 Form 10-Q and (iv) is unable to finalize its financial statements for Q3 2010 or file its Q3 Form 10-Q.

The Company is working expeditiously to resolve the Material Uncertainties and believes that once they are resolved, it will be in a position to finalize its financial statements for Fiscal 2009, Q1 2010, Q2 2010 and Q3 2010, and file its Form 10-K, Q1 Form 10-Q, Q2 Form 10-Q and Q3 Form 10-Q with the Securities and Exchange Commission. Please refer to the Forms 8-K filed by the Company on September 1, 2009, September 16, 2009, October 21, 2009 and January 15, 2010.

Forward-Looking Statements

The information provided in this Form 12b-25, including in this Part III and Part IV below, includes forward-looking statements, including, without limitation, statements regarding financial information, the estimated timing for the completion of the Company's financial statements and the filing of the Company's Form 10-K, Q1 Form 10-Q, Q2 Form 10-Q and Q3 Form 10-Q.

Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements. These statements are based on beliefs and assumptions by the Company's management, and on information currently available to management. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. A number of important factors could cause actual result to differ materially from those contained in any forward-looking statements.

(1) Name and telephone number of person to contact to this notification

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such reports) been filed? If answer is no, identify report(s).

|_| Yes |X| No

As further detailed in Part III above, the Company has not yet filed its Form 10-K for Fiscal 2009, Q1 Form 10-Q for Q1 2010, Q2 Form 10-Q for Q2 2010, and Q3 Form 10-Q for Q3 2010.

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

|X| Yes |_| No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

As described above, at this time, the Company is unable to resolve the Material Uncertainties. As such, the Company cannot report its results of operations for Q3 2010, except as set forth below.

The Company anticipates that its reported results of operations for Q3 2010 will reflect significant changes from the corresponding period of the last fiscal year. However, the Company, at this time, can only give a reasonable estimate of its anticipated net sales for Q3 2010, which is subject to normal year end audit adjustments and the completion of the Company's audits for its fiscal year ended May 31, 2009 and fiscal year ending May 31, 2010.

The Company anticipates net sales of approximately $28.9 million and $126.1 million for the three and nine months ended February 28, 2010 as compared to net sales of $42.2 million and $161.7 million for the comparative prior year periods.

Although there are early signs of improving trends, current adverse conditions continue to impact the sectors of the diamond and jewelry industry in which the Company operates. Diamond and jewelry purchases are ultimately dependant on the availability of consumer discretionary spending. Uncertainties regarding future economic prospects and a decline in consumer confidence during Fiscal 2009 and continuing in the current fiscal year translated into lower purchases and sales by diamond retailers, wholesalers and producers and adversely impacted the Company's operations. During fiscal 2010, the Company continued to focus its efforts on cash flow while reducing operating costs and manufacturing overhead. Gross margins remained under significant pressure as a result of price competition, overhead absorption and inventory valuation considerations.

The Company is not, at this time, in a position to give a reasonable estimate as to the Company's gross margin and income before income taxes, among other results of operations.

Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 14, 2010 By: /s/ William H. Moryto
 ----------------- --------------------------------------------
 William H. Moryto, CFO and Vice President

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.

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