Exhibit 10.5(f)


                     AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENT

     AMENDMENT  NO.  5,  dated  as of  November  29,  2000,  to  the  Employment
Agreement,  dated as of January 3, 1995 (as previously  amended by the Amendment
to Employment  Agreement dated as of May 17, 1995, Amendment No. 2 to Employment
Agreement  dated as of March 5, 1997,  Amendment No. 3 to  Employment  Agreement
dated as of July 1, 1997 and Amendment No. 4 to Employment Agreement dated as of
February 16, 2000, the "Employment  Agreement") by and among Finlay Enterprises,
Inc.,  a Delaware  corporation,  Finlay  Fine  Jewelry  Corporation,  a Delaware
corporation, and Arthur E. Reiner (the "Executive").

                              W I T N E S S E T H :
                              - - - - - - - - - -

     WHEREAS,  the parties hereto mutually desire to amend certain provisions of
the Employment Agreement;

     NOW,  THEREFORE,  for good and valuable  consideration,  the parties hereto
agree as follows:

     1. The provisions of Section 1 of the Employment Agreement shall be amended
so that the ending date is extended by four years to January 31, 2005.

     2. The provisions of Section 3 of the Employment Agreement shall be amended
so that the Base  Salary  shall be  increased  to the  annual  rate of  $900,000
effective as of February 1, 2001 (the "Effective  Date").  The Base Salary shall
be increased in increments of not less than $35,000 per year at the commencement
of each succeeding year during the Employment Term, with the first such increase
to be effective on February 1, 2002.

     3. The  provisions  of Section 4(b) of the  Employment  Agreement  shall be
amended to read in its entirety as follows:

          "Commencing  with the  2001  Fiscal  Year  (i.e.,  the year  beginning
     February 4, 2001), the target amount of Incentive  Compensation  payable in
     respect of any Fiscal Year during the Employment  Term shall be 100% of the
     Base Salary in effect at the  beginning  of such  Fiscal Year (the  "Target
     Incentive  Amount").  If EBITA in any  Fiscal  Year is 80.00% of the Target
     Level for such Fiscal Year, the Incentive  Compensation  payable in respect
     of such  Fiscal  Year shall be 20.00% of the Target  Incentive  Amount.  If
     EBITA in any Fiscal Year exceeds 80.00% of the Target Level, the percentage
     of the Target Incentive Amount payable in respect of such Fiscal Year shall
     be  equal  to the sum of (i) 20% plus  (ii) 2% for  each  percentage  point
     (calculated to the nearest 1/100th of a percentage point) by which EBITA in
     such  Fiscal  Year  exceeds  80.00%  of  the  Target  Level.  No  Incentive
     Compensation  shall be payable in respect of any Fiscal Year in which EBITA
     for such Fiscal  Year is less than 80% of the Target  Level for such Fiscal
     Year.


<PAGE>

     4. (a)  Effective  as of  February  4,  2001,  the  Parent  shall  issue to
Executive  an  aggregate  of  100,000   shares  of  Common  Stock,   subject  to
restrictions  ("Restricted Stock"),  pursuant to a restricted stock agreement to
be entered by  Executive  and the Parent,  with the  Restricted  Stock to become
fully vested and  nonforfeitable  if  Executive  still is, and since the date of
this Amendment No. 5 has continuously  been,  employed by the Company on January
31, 2005.

     (b)  Notwithstanding  anything to the contrary  contained in the Employment
Agreement  (including without  limitation Section 9(f) thereof),  (i) a pro rata
portion of the Restricted Stock  representing the shares earned hereunder during
employment (based on time employed during this four year extension period) shall
be deemed vested and  nonforfeitable if Executive is terminated without Cause by
the Company or Executive terminates employment for Good Reason or if Executive's
employment is terminated  by reason of his death or  disability;  the balance of
the Restricted Stock not so vested shall be deemed forfeited;  and (ii) upon the
termination  of  Executive's  employment  for  any  reason  coincident  with  or
following  a Change of  Control,  all of the  Restricted  Stock  shall be deemed
vested and nonforfeitable and no portion thereof shall be deemed forfeited.

     5. A new Section 8B shall be added to the Employment Agreement  immediately
after the text of Section  8A  thereof,  which  shall  read in its  entirety  as
follows:

          "If either (a) at the scheduled  expiration  of the term  hereunder or
     any renewal  thereof,  Executive and the Company cannot agree upon terms to
     continue employment  arrangements between them or Executive does not desire
     to continue  working for the  Company,  or (b)  Executive's  employment  is
     terminated  without  Cause by the Company or by Executive  for Good Reason,
     Executive  shall be entitled  to receive,  in addition to any and all other
     payments and benefits  otherwise  provided in the Employment  Agreement,  a
     severance  payment  ("Severance  Amount")  equal  to one  year of the  Base
     Salary,  at the most  recent  rate of Base  Salary in effect.  In the event
     Executive  does not desire to continue  working  for the Company  after the
     scheduled  expiration  of the term  hereof  (as  renewed,  if  applicable),
     Executive  shall  provide the Company with at least 180 days' prior written
     notice thereof.  The Severance Amount due pursuant to this Section 8B shall
     be paid in  twelve  equal  monthly  installments,  in  accordance  with the
     Company's  normal payroll  policies,  commencing on February 1, 2005 in the
     case of clause (a) above,  or the date of termination in the case of clause
     (b) above. For as long as payments are required to be made pursuant to this
     Section 8B,  Executive shall continue to be entitled,  as if still employed
     hereunder,  to all of the health and medical benefits  provided for herein,
     including  payment for the  catastrophic  health  insurance  referred to in
     Section 5 hereof (it being agreed that if Executive  cannot then be covered
     for such  insurance,  the Company  shall pay to  Executive  a sum,  for the
     balance of such period,  equal to the amount of premiums for coverage  that
     would  have been  payable  by the  Company  in  respect  of such  period if
     Executive had remained an employee,  based on the then most-recent premiums
     paid by the Company for Executive's coverage)."


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<PAGE>

     6. Except as amended hereby, the Employment  Agreement shall remain in full
force and effect,  without change or  modification.  The  Employment  Agreement,
together  with this  Amendment  No. 5, is  intended  by the  parties  as a final
expression of their agreement and understanding in respect of the subject matter
contained herein and therein.  The Employment Agreement and this Amendment No. 5
supersede  all prior  agreements  and  understandings  between the parties  with
respect to such subject matter.

     7. This  instrument  may be executed in two or more  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument.

     8. Terms defined in the  Employment  Agreement  and not  otherwise  defined
herein shall have the meanings set forth in the Employment Agreement.

     IN WITNESS WHEREOF,  the parties hereto have signed this Amendment No. 5 as
of the day and year first above written.

                              /s/ Arthur E. Reiner
                              --------------------------------------------------
                              Arthur E. Reiner


                              FINLAY ENTERPRISES, INC.


                              By: /s/ Bruce E. Zurlnick
                                  ----------------------------------------------
                                  Name:   Bruce E. Zurlnick
                                  Title:  Senior Vice President
                                           and Chief Financial Officer


                              FINLAY FINE JEWELRY CORPORATION


                              By: /s/ Bruce E. Zurlnick
                                  ----------------------------------------------
                                  Name:   Bruce E. Zurlnick
                                  Title:  Senior Vice President
                                           and Chief Financial Officer


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