EXHIBIT
        10.8(f)




**AMENDMENT
      NO. 5**




AMENDMENT
      NO. 5, dated as of June 20, 2007 (this “ Amendment ”),
      to
      the Third Amended and Restated Credit Agreement, dated as of May 19, 2005 (as
      amended by the Amendment, dated as of April 7, 2006, the Amendment dated as
      of
      April 24, 2006, the Amendment No. 3 dated as of November 30, 2006, the Amendment
      No. 4 dated as of December 27, 2006, the “ Credit
      Agreement ”),
      among
      FINLAY FINE JEWELRY CORPORATION, a Delaware corporation (“ Finlay ”
or
      the
“ Borrower
      Representative ”)
      and
      CARLYLE & CO. JEWELERS, a Delaware corporation (“ Carlyle ”)
      (Finlay and Carlyle are collectively referred to herein as the “ Borrowers ”
and
      individually as a “ Borrower ”),
      FINLAY ENTERPRISES, INC., a Delaware corporation (the “ Parent ”),
      and
      GENERAL ELECTRIC CAPITAL CORPORATION (“ GE
      Capital ”),
      individually and as administrative agent for each of the Lenders thereunder
      (GE
      Capital, in such capacity, the “ Agent ”),
      and
      the other banks and other financial institutions party thereto. Capitalized
      terms used herein without definition shall have the respective meanings ascribed
      to those terms in the Credit Agreement.




W I T N E S S E T H :




WHEREAS,
      pursuant to Section 2.2(c) of the Credit Agreement, the Borrowers have requested
      a facilities increase in an aggregate principal amount of $75,000,000; and




WHEREAS,
      the Lenders party hereto are willing to provide additional commitments pursuant
      to Section 2.2(c) of the Credit Agreement; and




WHEREAS,
      the Borrowers, the Agent and the Lenders party hereto have agreed to amend
      the
      Credit Agreement on the terms and subject to the conditions herein provided;
      and




NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties hereto agree as follows:




Section
      1.  Amendment
      to the Credit Agreement .
      (a) Section
      8.8(a) of the Credit Agreement .
      Section
      8.8(a) of the Credit Agreement is hereby deleted in its entirety and replaced
      as
      follows:




“(a)
      Borrowers shall make full and timely payment of all payments required to be
      made
      by the Borrowers in respect of the Obligations, including without limitation,
      the Loan, whether now existing or hereafter arising. Borrowers acknowledge
      that
      the Obligations of Borrowers under the Credit Agreement are joint and
      several.”




(b) Section
      12.19 of the Credit Agreement .
      A new
      Section 12.19 shall be inserted in the Credit Agreement as follows:




“§
      12.19.  ROLEX
      INTERCREDITOR AGREEMENT. With respect to that certain Intercreditor Agreement,
      dated as of May 19, 2005, by and among Rolex Watch U.S.A., Inc., GE Capital,
      Finlay and Carlyle (the “ Rolex
      Intercreditor Agreement ”),
      GE
      Capital hereby acknowledges that it entered into the Rolex Intercreditor
      Agreement individually and in its capacity as agent for the Senior Creditors
      (as
      such term is defined in the Rolex Intercreditor Agreement).”









(c) Exhibit
      A to the Credit Agreement .
      Exhibit
      A to the Credit Agreement is hereby deleted in its entirety and replaced by
      Exhibit A attached hereto.




Section
      2.  Conditions
      to Effectiveness .
      This
      Amendment shall become effective as of the date hereof (the “ Effective
      Date ”)
      upon
      receipt by the Agent of the following:




(a)  Counterparts
      of this Amendment duly executed by the Agent, each Lender party hereto and
      each
      Borrower;




(b)  Duly
      executed favorable opinions of counsel to the Borrowers in form and substance
      satisfactory to the Agent;




(c)  Certified
      copies of each Borrower’s board of directors or other appropriate governing body
      approving and authorizing the execution, delivery and performance of each
      document executed as part of the Facilities Increase to which such Borrower
      is a
      party; and




(d)  Such
      other document as the Agent may reasonably request or as any Lender
      participating in the Facilities Increase may require as a condition to its
      commitment in the Facilities Increase.




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




(a)  Each
      of
      the Borrowers 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 Borrowers. This Amendment
      and the Credit Agreement as amended hereby constitute the legal, valid and
      binding obligation of the Borrowers, 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, license, approval or authorization
      would not result in a Material Adverse Effect.




2




(d)  After
      giving effect to this Amendment, each of the Borrowers 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.




Section
      4.  Effective
      Date .
      The
      amendments to the Credit Agreement contained herein shall become effective
      as of
      June 30, 2007 (the “ Effective
      Date ”)
      only
      at such time as this Amendment has been duly executed by the Borrowers and
      the
      Lenders.




Section
      5.  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 Borrowers hereby agrees that all
      of
      the covenants and agreements contained in the Credit Agreement and the Loan
      Documents are hereby ratified and confirmed in all respects.




Section
      6.  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.




Section
      7.  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.




**[SIGNATURE
      PAGES FOLLOW]**




3


IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
      executed by their respective officers as of the date first written
      above.


FINLAY
                FINE JEWELRY CORPORATIONBy:
            /s/ Bruce
              ZurlnickName:
                Bruce ZurlnickTitle:
                Sr. VP & CFO


CARLYLE
                & CO. JEWELERSBy:
            /s/ Bruce
              ZurlnickName:
                Bruce ZurlnickTitle:
                Sr. VP & CFO


FINLAY
                ENTERPRISES, INC.By:
            /s/ Bruce
              ZurlnickName:
                Bruce ZurlnickTitle:
                Sr. VP & CFO


GENERAL
                ELECTRIC CAPITAL
              CORPORATION,
                *as
                  Agent*By:
            /s/ Charles
              ChiodoName:
                Charles ChiodoTitle:
                Duly Authorized Signatory WELLS
                FARGO FOOTHILL, LLC,
              *as
                  Lender*By:
            /s/ Yelena
              KravchukName:
                Yelena KravchukTitle:
                AVP




[SIGNATURE
          PAGE
          TO
          AMENDMENT
          NO.
          5]







THE
                CIT GROUP/BUSINESS CREDIT, INC.,
              *as
                  Lender*By:
            /s/ Andrew
              LoughlinName:
                Andrew LoughlinTitle:
                Assistant Vice President BURDALE
                FINANCIAL LIMITED,
              *as
                  Lender*By:
            /s/ David
              GrendeName:
                David GrendeTitle:
                Mg. Dir.


ISRAEL
                DISCOUNT BANK OF NEW YORK,
              *as
                  Lender*By:
            /s/ Ronald
              BongiovanniName:
                Ronald BongiovanniTitle:
                SVP


By:
            /s/ David
              HerzogName:
                David HerzogTitle:
                FVP


NORTH
                FORK BUSINESS CAPITAL CORPORATION,
              *as
                  Lender*By:
            /s/ Michael
              S. BurnsName:
                Michael S. BurnsTitle:
                Sr. Vice Pres.





[SIGNATURE
            PAGE
            TO
            AMENDMENT
            NO.
            5]





Exhibit
      A
      -- Lenders, Commitments and Initial Eurodollar Offices to Amendment No. 5 to
      the
      Third Amended and Restated Credit Agreement is omitted pursuant to Item
      601(b)(2) of Regulation S-K. Finlay agrees to furnish supplementally a copy
      of
      this exhibit to the Securities and Exchange Commission upon
      request.