Registration No. 333-

As filed with the Securities and Exchange Commission on February 11, 2005

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)

Calculation of Registration Fee

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This registration statement on Form S-8 is being filed by E–Z–EM, Inc. (the “Company” or “Registrant”) to register 350,000 shares of its common stock issuable under the E–Z–EM, Inc. 2004 Stock and Incentive Award Plan (the “2004 Plan”) and an additional 658,425 shares of its common stock (the ““Carryover Shares”), consisting of 576,346 shares issuable under the E–Z–EM, Inc. 1983 Stock Option Plan and 82,079 shares issuable under the E–Z–EM, Inc. 1984 Directors and Consultants Stock Option Plan, all of which were registered on a registration statement on Form S-8 (File no. 333-100878) (the “2002 Registration Statement”) filed by the Company on October 31, 2002, and that are now issuable under the 2004 Plan. The Carryover Shares and the corresponding portion of the registration fee previously paid by the Company for the Carryover Shares in connection with the 2002 Registration Statement are being carried over to this Registration Statement in accordance with Instruction E to Form S-8 and Rule 457(p) under the Securities Act. The Company is, simultaneous with the filing of this Registration Statement, filing a post-effective amendment to the 2002 Registration Statement for the purpose of deregistering the Carryover Shares.

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ITEM 3.                  INCORPORATION OF DOCUMENTS BY REFERENCE

                The following documents filed with the Securities and Exchange Commission (the “Commission”) by E-Z-EM, Inc. (the “Company” or the “Registrant”) are incorporated herein by reference and made a part hereof:

                All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities covered by this Registration Statement have been sold or which deregisters all of the securities then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be a part of this document from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this document will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this document or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this document modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.                  DESCRIPTION OF SECURITIES

                                Not applicable.

ITEM 5.                  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                                Not applicable.

ITEM 6.                  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                Section 102 of the Delaware General Corporation Law, or DGCL, as amended, allows a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock purchase or redemption in violation of the DGCL, or obtained an improper personal benefit.

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                The Company’s amended and restated certificate of incorporation provides for the elimination of the personal liability of its directors to the Company and its stockholders for monetary damages for breach of their fiduciary duties as directors, subject to the exceptions set forth in DGCL Section 102.

                Section 145 of the DGCL provides, among other things, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation), by reason of the fact that the person is or was a director, officer, agent or employee of the corporation, or is or was serving at the corporation’s request as a director, officer, agent or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The power to indemnify applies to actions brought by or in the right of a corporation as well, but only to the extent of defense expenses, including attorneys’ fees, actually and reasonably incurred and not to any satisfaction of judgment or settlement of the claim itself, and with the further limitation that in such actions no indemnification shall be made in the event of any adjudication of liability to the corporation, unless and only to the extent that the court believes that in light of all the circumstances indemnification should apply. Furthermore, under the DGCL, if a present or former officer or director is successful on the merits or otherwise in the defense of any action, suit or proceeding, referred to above, or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

                 The Company’s By-Laws provide that every person who is or was (i) a director, director emeritus or officer of the Company or (ii) a director, director emeritus or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another enterprise, shall be indemnified for all expenses and liabilities actually and reasonably incurred in connection with any action, suit or proceeding involving such person in such capacity if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. No indemnification shall be made in respect of any claim, issue or matter in any action by or in the right of the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine that the person seeking indemnification is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper. The indemnification provisions of the Company’s By-Laws also apply to any director, director emeritus or officer of any constituent corporation absorbed in a merger with the Company that would have had the power and authority to indemnify such persons if its separate existence had continued. The By-Laws also provide that the Company shall pay the expenses of a director, director emeritus or officer in advance of the final disposition of an action, suit or providing upon receipt from such person of an undertaking to repay such amounts if he or she is ultimately determined to not be entitled to indemnification under the By-Laws

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                 The Company maintains a directors and officers liability insurance and company reimbursement policy. The policy insures directors and officers, subject to various exclusions, against unindemnified losses arising from certain wrongful acts in their capacities and reimburses the Company for such losses for which the Company has lawfully indemnified the directors and officers. The policy contains various exclusions, none of which relate to the offering hereunder.

ITEM 7.                  EXEMPTION FROM REGISTRATION CLAIMED

                                 Not applicable

ITEM 8.                  EXHIBITS

ITEM 9.                  UNDERTAKINGS

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                 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 11th  day of February, 2005.

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.

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