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                                                                    Exhibit 10.4

                                                                  EXECUTION COPY

                                 AMENDMENT No. 1


         AMENDMENT No. 1 (this "Amendment") dated as of July 6, 2003 among
FINLAY FINE JEWELRY CORPORATION, a Delaware corporation (the "Borrower"), FINLAY
ENTERPRISES, INC., a Delaware corporation (the "Parent"), the lenders named
herein and signatory hereto (the "Lenders") and GENERAL ELECTRIC CAPITAL
CORPORATION, as agent (the "Agent"), for the Lenders.


                              W I T N E S S E T H :

         WHEREAS, the Parent, the Borrower, the Lenders and the Agent are
parties to a Second Amended and Restated Credit Agreement dated as of January
22, 2003 (as heretofore and hereafter amended, modified or supplemented from
time to time in accordance with its terms, the "Credit Agreement"); and

         WHEREAS, subject to the terms and conditions contained herein the
parties hereto desire to amend certain provisions of the Credit Agreement;

         NOW THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, and subject to the fulfillment of the conditions
set forth below, the parties hereto agree as follows:

         1. Defined Terms. Unless otherwise specifically defined herein, all
capitalized terms used herein shall have the respective meanings ascribed to
such terms in the Credit Agreement.

         2. Amendment to Credit Agreement.

         (a) As of the Effective Date (as defined herein), Section 1.1 of the
Credit Agreement is hereby amended by adding the following definitions in their
appropriate alphabetical order:

         "Amendment No. 1" shall mean the Amendment No. 1 entered into between
the Parent, the Borrower, the Agent and the Lenders party thereto.

         "Amendment No. 1 Effective Date" shall mean July 6, 2003, the Effective
Date as defined in Amendment No. 1.

         (b) As of the Effective Date, Section 9.5 of the Credit Agreement is
hereby amended by deleting the "and" immediately following Section 9.5(h),
deleting the period at the end of Section 9.5(i), inserting a semi-colon
followed by the word "and" immediately thereafter and inserting the following
new subsection (j) immediately thereafter:

         "(j) the sale, transfer and assignment by the Borrower to eFinlay of
Inventory as required for eFinlay to sell such Inventory to fulfill purchases
consummated in the normal course of business through websites."




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         (c) As of the Effective Date, Section 9.6(a)(vi) of the Credit
Agreement is hereby amended by deleting subsection (vi) in its entirety and
replacing it with the following:

         "(vi) the Borrower may pay dividends to the Parent for the repurchase,
acquisition or redemption by the Parent of up to $24,000,000 of its common stock
in open market or privately negotiated transactions (which may be with
Affiliates of the Parent), during the period from the Amendment No. 1 Effective
Date to and including September 29, 2004; provided, that immediately after
giving effect to any stock repurchase the Borrower shall have the ability to
draw an additional Revolving Advance in the amount of at least $30,000,000;
provided, further that the Parent shall give the Agent quarterly notice, in
arrears, of each repurchase made by it pursuant to this clause (vi), specifying
the amount of aggregate repurchases and the source from which the Borrower
obtained the funds to be used to effectuate such repurchases."

         (d) As of the Effective Date, Section 9.6(a) of the Credit Agreement is
hereby amended by deleting the "and" immediately following Section 9.6(a)(v),
deleting the period at the end of Section 9.6(a)(vi), inserting a semi-colon
followed by the word "and" immediately thereafter and inserting the following
new subsection (vii):

         "(vii) the Borrower may pay dividends to the Parent for the payment of
cash dividends by the Parent of up to $5,000,000 plus 25% of net income (without
giving effect to extraordinary gains or losses or gains or losses resulting from
the repurchase, acquisition or redemption of Senior Debentures and Senior Notes)
of the Borrower and its subsidiaries after January 31, 2003; provided, that
immediately after giving effect to any cash dividend the Borrower shall have the
ability to draw an additional Revolving Advance in the amount of at least
$30,000,000; provided, further that the Parent shall give the Agent quarterly
notice, in arrears, of cash dividends made by it pursuant to this clause (vii),
specifying the amount of aggregate cash dividends and the source from which the
Borrower obtained the funds to be used to effectuate such cash dividends."

         (e) As of the Effective Date, Section 9.14 of the Credit Agreement is
hereby amended by inserting the following after "material respect": "(it being
understood that the Borrower and eFinlay shall be permitted to engage in the
business of selling inventory through websites)".

         3. Representations and Warranties. Each of the Parent and the Borrower
represents and warrants as follows (which representations and warranties shall
survive the execution and delivery of this Amendment):

         (a) Each of the Parent and the Borrower has taken all necessary action
to authorize the execution, delivery and performance of this Amendment.

         (b) This Amendment has been duly executed and delivered by the Parent
and the Borrower and the acknowledgement attached hereto has been duly executed
and delivered by each Subsidiary party hereto. This Amendment and the Credit
Agreement as amended hereby constitute the legal, valid and binding obligation
of the


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Parent and the Borrower, enforceable against them in accordance with
their respective terms, subject to applicable bankruptcy, reorganization,
insolvency, moratorium and similar laws affecting the enforcement of creditors'
rights generally and by general equity principles.

         (c) No consent or approval of any person, firm, corporation or entity,
and no consent, license, approval or authorization of any governmental authority
is or will be required in connection with the execution, delivery, performance,
validity or enforcement of this Amendment other than any such consent, approval,
license or authorization which has been obtained and remains in full force and
effect or where the failure to obtain such consent, approval, license or
authorization would not result in a Material Adverse Effect.

         (d) After giving effect to this Amendment, each of the Borrower and the
Parent is in compliance with all of the various covenants and agreements set
forth in the Credit Agreement and each of the other Loan Documents.

         (e) After giving effect to this Amendment, no event has occurred and is
continuing which constitutes a Default or an Event of Default.

         (f) All representations and warranties contained in the Credit
Agreement and each of the other Loan Documents are true and correct in all
material respects as of the date hereof, except to the extent that any
representation or warranty relates to a specified date, in which case such are
true and correct in all material respects as of the specific date to which such
representations and warranties relate.

         4. Effective Date. The amendment to the Credit Agreement contained
herein shall become effective as of July 6, 2003 only at such time as (i) this
Amendment has been duly executed and delivered by the Borrower, the Parent and
the Majority Lenders and (ii) the acknowledgement attached hereto has been
executed and delivered by each of the Subsidiaries party hereto. Upon the
satisfaction of the conditions contained in the foregoing clauses (i) and (ii),
July 6, 2003 shall be the "Effective Date".

         5. Gold Consignment Agreement. The Majority Lenders hereby consent to
the execution and delivery by the Parent, the Borrower and eFinlay of an
amendment to the Gold Consignment Agreement (and any ancillary documents
thereto) consistent with the terms of this Amendment.

         6. Expenses. The Borrower agrees to pay on demand all costs and
expenses, including reasonable attorneys' fees, of the Agent incurred in
connection with this Amendment.

         7. Continued Effectiveness. The term "Agreement", "hereof", "herein"
and similar terms as used in the Credit Agreement, and references in the other
Loan Documents to the Credit Agreement, shall mean and refer to, from and after
the Effective Date, the Credit Agreement as amended by this Amendment. Each of
the Borrower and the Parent hereby agrees that all of the covenants and
agreements


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contained in the Credit Agreement and the Loan Documents are hereby ratified and
confirmed in all respects.

         8. Counterparts. This Amendment may be executed in counterparts, each
of which shall be an original, and all of which, taken together, shall
constitute a single instrument. Delivery of an executed counterpart of a
signature page to this Amendment by telecopier shall be effective as delivery of
a manually executed counterpart of this Amendment.

         9. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York without giving effect to the
conflict of laws provisions thereof.


                                      * * *































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                  IN WITNESS WHEREOF the parties hereto have caused this
Amendment No. 1 to be duly executed by their respective officers as of the date
first written above.


                                           FINLAY FINE JEWELRY CORPORATION


                                           By: /s/ Bruce E. Zurlnick
                                               ---------------------------------
                                               Name: Bruce E. Zurlnick
                                               Title: Senior Vice President,
                                                        Treasurer and CFO



                                           FINLAY ENTERPRISES, INC.


                                           By: /s/ Bruce E. Zurlnick
                                               ---------------------------------
                                               Name: Bruce E. Zurlnick
                                               Title: Senior Vice President,
                                                        Treasurer and CFO



                                           GENERAL ELECTRIC CAPITAL CORPORATION,
                                           Individually and as Agent


                                           By: /s/ Charles Chiodo
                                               ---------------------------------
                                               Name:Charles Chiodo
                                               Title: Duly Authorized Signatory



                                           FLEET PRECIOUS METALS INC.


                                           By: /s/ Anthony J. Capuano
                                               ---------------------------------
                                               Name: Anthony J. Capuano
                                               Title: Senior Vice President


                                           By: /s/ Richard M. Seufert
                                               ---------------------------------
                                               Name: Richard M. Suefert
                                               Title: Senior Vice President



                                           ABN AMRO BANK N.V.


                                           By: ________________________________
                                               Name:
                                               Title:




                       Signature Pages to Amendment No. 1


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                                            BANK LEUMI USA


                                            By: ________________________________
                                                Name:
                                                Title:



                                            JPMORGAN CHASE BANK


                                            By: /s/ Irene B. Spector
                                                --------------------------------
                                                Name: Irene B. Spector
                                                Title: Vice President



                                            WELLS FARGO FOOTHILL, LLC


                                            By: /s/ Lan Wong
                                                --------------------------------
                                                Name: Lan Wong
                                                Title: Assistant Vice President



                                            TRANSAMERICA BUSINESS CAPITAL
                                            CORPORATION


                                            By: /s/ Michael S. Burns
                                                --------------------------------
                                                Name: Michael S. Burns
                                                Title: SVP-Region Manager




                       Signature Pages to Amendment No. 1


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Each of the Guarantors, by signing below, confirms
in favor of the Agent and the Lenders that it
consents to the terms and conditions of the
foregoing Amendment No. 1 to the Second Amended and
Restated Credit Agreement and agrees that it has no
defense, offset, claim, counterclaim or recoupment
with respect to any of its obligations or
liabilities under its respective Guaranty and that
all terms of such Guaranty shall continue in full
force and effect, subject to the terms thereof.



FINLAY JEWELRY, INC.


By: /s/ Bruce E. Zurlnick
    -------------------------------------------
    Name: Bruce E. Zurlnick
    Title: Senior Vice President, Treasurer
             and CFO



FINLAY MERCHANDISING & BUYING, INC.




By: /s/ Bruce E. Zurlnick
    -------------------------------------------
    Name: Bruce E. Zurlnick
    Title: Senior Vice President, Treasurer
             and CFO



eFINLAY, INC.




By: /s/ Bruce E. Zurlnick
    -------------------------------------------
    Name: Bruce E. Zurlnick
    Title: Senior Vice President, Treasurer
             and CFO




                       Signature Pages to Amendment No. 1