Exhibit 10.15(l)


                                                                  EXECUTION COPY


                                AMENDMENT No. 11


     AMENDMENT AGREEMENT No. 11 (this "Amendment") dated as of January 31, 2002
among FINLAY ENTERPRISES, INC., a Delaware corporation (the "Parent"), FINLAY
FINE JEWELRY CORPORATION, a Delaware corporation (the "Company"), 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 Company, the Lenders and the Agent are parties to
an Amended and Restated Credit Agreement dated as of September 11, 1997 (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. As of the Effective Date (as defined
herein), the table set forth in Section 8.17(c) of the Credit Agreement is
hereby amended by (i) deleting the last row thereof containing the entries
"January 31, 2002 and each Fiscal Quarter thereafter" and "87,000,000" and (ii)
appending the following rows thereto:

     "January 31, 2002                           $71,000,000
     April 30, 2002                              $70,000,000
     July 31, 2002                               $70,000,000
     October 31, 2002                            $70,000,000
     January 31, 2003 and each Fiscal            $72,000,000"
        Quarter thereafter

     3. Representations and Warranties. Each of the Parent and the Company
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 Company has taken all necessary action to
authorize the execution, delivery and performance of this Amendment.

<PAGE>


     (b) This Amendment has been duly executed and delivered by the Parent and
the Company and the acknowledgement attached hereto has been duly executed and
delivered by each Subsidiary. This Amendment and the Credit Agreement as amended
hereby constitute the legal, valid and binding obligation of the Parent and the
Company, 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 Company 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 January 31, 2002 only at such time as (i) this
Amendment has been duly executed and delivered by the Company, the Parent and
the Majority Lenders and (ii) the acknowledgement attached hereto has been
executed and delivered by each of the Subsidiaries. Upon the satisfaction of the
conditions contained in the foregoing clauses (i) and (ii), January 31, 2002
shall be the "Effective Date".

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

     6. 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
Company and the Parent 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.


                                       2
<PAGE>


     7. 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.

     8. 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.

                                      * * *


                                       3
<PAGE>


     IN WITNESS WHEREOF the parties hereto have caused this Amendment No. 11 to
be duly executed by their respective officers as of the date first written
above.

                                    FINLAY ENTERPRISES, INC.


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


                                    FINLAY FINE JEWELRY CORPORATION


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


                                    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/ Peter J. DiFilippo
                                        -------------------------------------
                                        Name:  Peter J. DiFilippo
                                        Title: Vice President


                                    By: /s/ Louis P. Massa
                                        -------------------------------------
                                        Name:  Louis P. Massa
                                        Title: Vice President


                                    J.P. MORGAN CHASE BANK


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


                              Signature Page 1 of 3
                               to Amendment No. 11
<PAGE>


                                    GOLDMAN SACHS CREDIT PARTNERS L.P.


                                    By: /s/ Elizabeth Fischer
                                        -------------------------------------
                                        Name:  Elizabeth Fischer
                                        Title: Authorized Signatory


                                    ABN AMRO BANK N.V.


                                    By:
                                        -------------------------------------
                                        Name:
                                        Title:


                                    By:
                                        -------------------------------------
                                        Name:
                                        Title:


                                    BANK LEUMI


                                    By: /s/ David Selove
                                        -------------------------------------
                                        Name:  Davis Selove
                                        Title: Vice President


                                    By: /s/ Risa Gosset
                                        -------------------------------------
                                        Name:  Risa Gosset
                                        Title: Assistant Vice President


                                    TRANSAMERICA BUSINESS CREDIT CORPORATION


                                    By:
                                        -------------------------------------
                                        Name:
                                        Title:


                              Signature Page 2 of 3
                               to Amendment No. 11
<PAGE>


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.
11 to the 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 Zurlnick
   ---------------------------------------
   Name:  Bruce Zurlnick
   Title: Senior Vice President, Treasurer
            and Chief Financial Officer


SONAB HOLDINGS, INC.


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


SONAB INTERNATIONAL, INC.


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


SOCIETE NOUVELLE D'ACHAT DE BIJOUTERIE - S.O.N.A.B.


By: /s/ Bruce Zurlnick
   ---------------------------------------
   Name:  Bruce Zurlnick
   Title: Authorized Signatory


FINLAY MERCHANDISING & BUYING, INC.


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


                              Signature Page 3 of 3
                               to Amendment No. 11