OMNIBUS AMENDMENT TO REGISTRATION RIGHTS
                          AND STOCKHOLDERS' AGREEMENTS

     This Omnibus Amendment to Registration Rights and Stockholders'  Agreements
(the  "Omnibus  Amendment")  is made and entered into as of October 15, 1997, by
and among Finlay Enterprises,  Inc., a Delaware  corporation (the "Company") and
each of the  parties who have  accepted  and agreed to this First  Amendment  by
signing  a   signature   page  of  this   Omnibus   Amendment   (the   "Amending
Stockholders").

     This Omnibus Amendment is an amendment to the Registration Rights Agreement
by and  among the  Company,  the  Amending  Stockholders  and the other  parties
thereto dated as of May 26, 1993 (the "Original  Registration Rights Agreement")
and the Amended and Restated  Stockholders'  Agreement by and among the Company,
the Amending  Stockholders  and the other  parties  thereto dated as of March 6,
1995  (the   "Restated   Stockholders'   Agreement").   For  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and the Amending Stockholders hereby agree as follows:

     1. Amendment to Original  Registration  Rights Agreement.  Upon the sale or
other  disposition  by  Equity-Linked  Investors,  L.P.  of all of its shares of
Common  Stock,  par  value  $.01 per  share,  of the  Company,  Section 5 of the
Original  Registration  Rights  Agreement  shall  automatically  be  amended  as
follows:

     "(e) Notwithstanding any other provision of this Agreement, for purposes of
any  Demand  Registration  under  Sections  2, 3 or 4 above  and  any  Piggyback
Registration  under this Section 5, until the Catch-Up Point the Lee Holders may
at their option sell Registrable  Securities held by the Lee Holders in place of
Registrable Securities held by the ELI Holders, (but only to the extent required
to reach the Catch-Up  Point),  regardless of whether the ELI Holders  desire to
sell any  Registrable  Securities  in  connection  with such  Registration.  The
Catch-Up  Point  shall  occur  at  such  time  as the Lee  Holders  have  sold a
percentage  of the  Registrable  Securities  of the Lee  Holders  (based  on the
aggregate number of Registrable  Securities held by the Lee Holders  immediately
prior to the  effectiveness  of the  Registration  Statement,  as defined below)
equal to the percentage of the  Registrable  Securities  sold by the ELI Holders
pursuant to the Company's Registration Statement on Form S-1 dated September 23,
1997, Registration No. 333 - 34949 (the "Registration Statement")."

     2.  Amendment  to  Restated  Stockholders'  Agreement.  Pursuant to Section
2.3(c)  of  the  Restated  Stockholders'  Agreement,  upon  the  sale  or  other
disposition  by the  Applicable  ELI Holders of more than fifty percent (50%) of
the  Shares  held  by  them  on  March  6,  1995,  Section  2.3 of the  Restated
Stockholder's  Agreement  shall  automatically  be amended  and  restated in its
entirety as follows:

<PAGE>

     "2.3 Corporate Governance.  Until the tenth anniversary of the date hereof,
the Company and Stockholders shall take all action, including but not limited to
(i) the Stockholders  instructing  their director  designees  provided herein to
take  such  actions  and (ii) the  Stockholders  voting,  or  executing  written
consents with respect to, their Shares, so that:

     (a) Election of Directors. Subject to Sections 2.3(c) and 2.3(d) below, the
Company's  and the  Operating  Company's  Boards of Directors  shall be fixed at
eight (8) members,  of which one member shall be  designated by Arthur F. Reiner
(which member shall be Mr. Reiner himself) (the "Reiner  Nominee"),  two members
(one of which members shall be either Mr. Cornstein himself, or if Mr. Cornstein
is no longer an employee of the Company,  a management  employee of the Company)
shall be designated by David B. Cornstein (the "Cornstein Nominees"), one member
shall be designated by the Applicable ELI Holders (the "ELI Nominees"),  and two
members shall be designated by the Applicable Lee Holders (the "Lee  Nominees").
The  directors  shall be divided  into  classes.  The initial  term of the Desai
Nominee and one Lee Nominee shall expire in 1999; the initial term of the Reiner
Nominee and the Cornstein Nominees shall expire in 2000; and the initial term of
the other Lee Nominee shall expire in 2001. At the option of the  Applicable Lee
Holders and the Applicable ELI Holders,  respectively, the Lee Nominee(s) or the
ELI  Nominee,  respectively,  shall be  reduced  by one or by two,  and such Lee
Nominee(s)  or ELI Nominee,  as the case may be, shall be removed from the Board
of  Directors  and,  during  such time as the  Applicable  Lee  Holders  and the
Applicable  ELI Holders,  respectively,  would  otherwise  have had the right to
designate a Director  hereunder,  a representative of the Applicable Lee Holders
or the  Applicable  ELI Holders,  as the case may be, shall continue to have the
right to  attend  meetings  of the Board of  Directors  of the  Company  and the
Operating  Company as an observer  without a vote or other  rights as a director
(except the right to receive sufficient notice to enable such attendance and the
right to receive all other communications,  information and materials furnished,
from time to time, to Directors of the Company and the Operating Company and the
right to  receive  reimbursement  for  travel  expenses  to the same  extent  as
Directors of the Company and the  Operating  Company).  In addition to any other
rights under this Agreement,  (x) any transferee of any of the Lee Holders,  the
ELI Holders and David B.  Cornstein,  who is an  Institutional  Investor and who
holds pursuant to one or more Transfers Shares constituting at least ten percent


<PAGE>

(10%) of the Shares then outstanding and (y) a  representative  of the Cornstein
Beneficiaries, so long as they hold, collectively, at least five percent (5%) of
the issued and  outstanding  shares of Common Stock of the Company (and have not
designated a director pursuant to this Section 2.3(a)),  shall have the right to
attend meetings of the Boards of Directors of the Company and its  Subsidiaries,
and, in the case of the Cornstein Beneficiaries,  the Executive Committee, as an
observer  without a vote or other  rights  as a  director  (except  the right to
receive sufficient notice to enable such attendance and the right to receive all
other communications, information and materials furnished, from time to time, to
Directors of the Company and its Subsidiaries,  and the Executive Committee,  as
the case may be, and the right to receive  reimbursement  for travel expenses to
the same extent as Directors of the Company and its Subsidiaries).

     (b)  Designation  of Director  Nominees.  One of the Lee Nominees  shall be
designated by the vote or consent of a majority of the then  outstanding  Shares
owned by Lee Equity  Partners and its transferees who are Applicable Lee Holders
and one of the Lee  Nominees  shall be  designated  by the vote or  consent of a
majority of the then  outstanding  Shares  owned by the  Applicable  Lee Holders
other than Lee Equity  Partners.  The Cornstein  Nominees shall be designated by
the vote or consent of a majority of the then outstanding  Shares owned by David
B. Cornstein and his Permitted Transferees.  The ELI Nominee shall be designated
by the vote or consent of a majority of the then outstanding Shares owned by the
Applicable  ELI  Holders.  Any  group  of  Stockholders  entitled  to  designate
directors  hereunder  shall  also be  entitled  to  require  that  the  director
designated by that group  pursuant to this Section 2.3 be removed or replaced by
another designee of such group.

     (c) Termination of Right to Elect Directors.  The number of directors which
Arthur E. Reiner,  David B.  Cornstein,  the  Applicable  ELI  Holders,  and the
Applicable  Lee  Holders  shall  have the  right to  designate  to the  Board of
Directors of the Company and its Subsidiaries  shall be reduced as follows:  Mr.
Reiner's  right to  designate a director  shall  terminate  on the date that Mr.
Reiner  is no  longer an  employee  of the  Company.  Mr.  Cornstein's  right to
designate  one director  shall  terminate  when Mr.  Cornstein and his Permitted
Transferees  own less than fifty  percent (50%) of the Shares held by him on the
date hereof,  and his right to designate the other director shall terminate when
he owns less than five  percent  (5%) of the Common  Stock of the  Company  then
outstanding.  The  Applicable Lee Holders' right to designate one director shall
terminate  when the  Applicable  Lee  Holders  collectively  own less than fifty
percent (50%) of the Shares held by them on the date hereof,  and their right to
designate  the other  director  (which shall be the director  designated  by Lee
Equity  Partners in accordance  with Section  2.3(b)) shall  terminate  when the
Applicable  Lee  Holders  collectively  own less than five  percent  (5%) of the
Common Stock of the Company then outstanding.  The Applicable ELI Holders' right
to  designate  a  director  shall  terminate  when the  Applicable  ELI  Holders
collectively  own less than five percent (5%) of the Common Stock of the Company
then outstanding.

<PAGE>



     (d)  Executive  Committee.  The Board of  Directors  of the Company and the
Operating Company shall have an Executive  Committee  empowered,  to the fullest
extent possible by law, to take all actions which can be taken by the full Board
of  Directors  of the Company and the  Operating  Company.  Each such  Executive
Committee  shall consist of five (5) directors,  one of which will be designated
by  Thomas  H.  Lee (so  long as the  Applicable  Lee  Holders  have a right  to
designate a director  pursuant to Section  2.3(a)  above),  one of which will be
designated by the Applicable ELI holders, (so long as the Applicable ELI Holders
have a right to designate one director pursuant to Section 2.3(a) above), two of
which  (including one management  employee of the Company) will be designated by
David B. Cornstein, so long as David B. Cornstein has the right to designate two
directors  pursuant to Section 2.3(a) above,  and  thereafter  only one of which
will be designated by David B.  Cornstein (so long as David B. Cornstein has the
right to designate one director  pursuant to Section 2.3(a)  above),  and one of
which will be an  independent  director  designated by the Board of Directors of
the Company.  If any  Stockholder  or group of  Stockholders  loses its right to
designate a member of the Executive  Committee in accordance  with the foregoing
provisions of this Section 2.3(d),  such member shall be designated by the Board
of  Directors  of the  Company.  Notwithstanding  any  other  provision  of this
Agreement,  if all of the members of the  Executive  Committee  vote to remove a
director,  each  stockholder  agrees  to vote his or its  Shares  (whether  at a
meeting or by written consent) to effectuate such removal.

     (e) Restrictions on Other Agreements.  No Stockholder shall grant any proxy
or enter  into or agree to be bound by any  voting  trust  with  respect  to the
Shares,  nor shall any  Stockholder  enter into any  stockholders  agreements or
arrangements  of any kind with any  person  with  respect to the Shares on terms
which  conflict  with the  provisions  of this  Agreement  (whether  or not such
agreements and  arrangements  are with other  Stockholders  or holders of Shares
that  are not  parties  to  this  Agreement),  including  but  not  limited  to,
agreements  or  arrangements  with respect to the  acquisition,  disposition  or
voting of Shares inconsistent herewith.

     (f) Stockholder Action. Each Stockholder agrees that, in such Stockholder's
capacity as a stockholder of the Company,  such  Stockholder will vote, or grant
proxies  relating to such shares to vote,  all of such  Stockholder's  shares of
Common Stock in favor of any  transaction  pursuant to Section 2.2 hereof (other
than a transaction  with an Affiliate)  if, and to the extent that,  approval of
the Company's stockholders is required in order to effect such transaction."


<PAGE>

     (g) Upon the sale or other  disposition by  Equity-Linked  Investors,  L.P.
("ELI-  1") of all of its  Shares,  it shall no longer  be deemed a  Stockholder
under the Restated  Stockholder's  Agreement and the terms and provisions of the
Restated Stockholder's  Agreement shall automatically terminate with respect to,
and no longer be binding on or enforceable against, ELI-1.

     3.  Ratification.  Except as explicitly  amended  hereby,  the terms of the
Original Registration Rights Agreement and Restated Stockholders'  Agreement are
hereby ratified and confirmed.

     4.  Counterparts.  This  Omnibus  Agreement  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, and all signatures need not appear
on any one counterpart.

     5. GOVERNING LAW. THIS AGREEMENT  SHALL BE CONSTRUED  UNDER AND GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK  (REGARDLESS OF THE LAWS THAT MIGHT  OTHERWISE
GOVERN UNDER APPLICABLE NEW YORK PRINCIPLES OF CONFLICTS OF LAWS).

                  [Remainder of Page Intentionally Left Blank]


<PAGE>


     IN WITNESS WHEREOF,  the parties have executed this Omnibus Amendment under
seal as of the date written above.


FINLAY ENTERPRISES, INC.                         EQUITY-LINKED INVESTORS-II


By:/s/Barry D. Scheckner                       By: Rohit M. Desai Associates-II
   -----------------------------                   General Partner       
   Name:  Barry D. Scheckner                                                   
   Title: Senior Vice President                        
          and Chief Financial Officer          By:  Damon H. Ball              
                                                    
THE LEE REPRESENTATIVE

/s/Warren C. Smith, Jr.     
Warren C. Smith, Jr., individually and as Lee       /s/David B. Cornstein       
Representative for Thomas H. Lee Equity Partners,   --------------------------
L.P., 1989 Thomas H. Lee Nominee Trust, John W.     David B. Cornstein
Childs, David V. Harkins, Thomas R. Shepherd, C.
Hunter Boll, Glenn H. Hutchins, Scott A. Schoen,    /s/Arthur E. Reiner         
Joseph J. Incandela, Steven G. Segal, Wendy L.      -------------------------- 
Schoen, Sheldon Schoen, SGS Family Limited          Arthur E. Reiner
Partnership, Anthony J. DiNovi, Thomas M.
Hagerty, Glenn A. Hopkins, Charles W. Robins,       /s/Norman S. Matthews       
James Westra, Todd M. Abbrecht, Adam L. Suttin,     --------------------------
Kent R. Weldon, Andrew D. Flaster, Wendy L.         Norman S. Matthews
Masler, Kristina A. Weinberg and Terrence M.
Mullin                                              /s/James Martin Kaplan     
                                                    --------------------------
                                                    James Martin Kaplan

                                                    /s/Harold S. Geneen        
                                                    --------------------------
                                                    Harold S. Geneen

EQUITY-LINKED INVESTORS, L.P.

By:  Rohit M. Desai Associates,
     General Partner

By:  Damon H. Ball