Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Lazare Kaplan International Inc. (the "Company") received notice from NYSE Regulation (the "Staff"), on behalf of NYSE AMEX LLC (the "Exchange"), on November 11, 2009, that it accepted the Company's previously submitted plan of compliance (the "Plan") and granted the Company an extension until December 31, 2009 (the "Extension Period") to regain compliance with the Exchange's continued listing standards, described further below. The Company will be subject to periodic review by the Staff during the Extension Period. Failure of the Company to make progress consistent with the Plan or to regain compliance with the continued listing standards by the end of the Extension Period could result in the Company being delisted from the Exchange.

As announced by the Company on September 18, 2009, the Company received a Deficiency Letter from the Staff dated September 16, 2009, relating to the Company's failure to timely file its Annual Report on Form 10-K for the fiscal year ended May 31, 2009. In response to that letter, the Company submitted the Plan, advising the Exchange of action it has taken, or will take, to bring the Company into compliance with Sections 134 and 1101 of the Exchange's Company Guide. The Company received a second Deficiency Letter from the Staff dated October 20, 2009, relating to the Company's failure to timely file its Quarterly Report on Form 10-Q for the quarter ended August 31, 2009.

A copy of a press release relating to the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Number Description

99.1 Press Release dated November 12, 2009

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