Exhibit 10.25(e)

                                 AMENDMENT No. 4


     AMENDMENT  AGREEMENT  No. 4 dated  as of  October  28,  1998  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, in order to improve the operating  efficiency of the Company,  the
Company  desires to  restructure  ownership  of its  intellectual  property  and
certain of its merchandising and buying operations (the  "Restructuring  Plan");
and

     WHEREAS,  the  Company  desires  to  establish  a  Domestic  Subsidiary  in
Delaware,  Finlay Merchandising & Buying, Inc. ("Finlay Merchandising") in order
to transfer certain intellectual  property and certain  merchandising and buying
operations  owned by the Company to Finlay  Merchandising  in accordance  with a
Contribution  Agreement  dated as of October  28,  1998  between the Company and
Finlay Merchandising (the "Contribution Agreement"), which intellectual property
will  simultaneously  be  licensed by Finlay  Merchandising  back to the Company
pursuant to a Trade Name  License  Agreement  dated as of October 28, 1998 among
Finlay  Merchandising,  the Company  and the Parent  (the  "Trade  Name  License
Agreement") and which  merchandising  and buying operations will subsequently be
performed  for the  Company  by  Finlay  Merchandising  pursuant  to a  Services
Agreement  dated  as  of  October  28,  1998  between  the  Company  and  Finlay
Merchandising (the "Services Agreement"); and

     WHEREAS,  as of the date hereof,  the Company shall own 100% of the capital
stock of Finlay Merchandising, beneficially and of record; and


<PAGE>

     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. Consent to the Restructuring Plan. Provided that the assets set forth on
Schedule 9.5 remain subject to Liens of the Agent and the  Lenders'in  existence
in the date hereof, the Majority Lenders hereby consent to (a) the establishment
of Finlay  Merchandising  as a wholly owned  subsidiary of the Company;  (b) the
transactions  contemplated by the  Contribution  Agreement,  as in effect on the
date  hereof,  without any waivers or  modifications  materially  adverse to the
Lenders,  not  consented  to by  the  Majority  Lenders;  (c)  the  transactions
contemplated  by the  Trade  Name  License  Agreement,  as in effect on the date
hereof, without any waivers or modifications  materially adverse to the Lenders,
not consented to by the Majority Lenders;  (d) the transactions  contemplated by
the Services Agreement,  as in effect on the date hereof, without any waivers or
modifications materially adverse to the Lenders not consented to by the Majority
Lenders. In connection with the Contribution  Agreement,  the Trade Name License
Agreement and the Services Agreement, the Company agrees to execute, deliver and
file at the Company's expense all financing statements requested by the Agent to
be filed to perfect the Agent's and the  Lenders'  Liens on the assets set forth
on Schedule 9.5 hereto.

     3.  Amendments to Credit  Agreement.  Upon the  Effective  Date (as defined
herein), the Credit Agreement shall be amended as follows:

     (a)  Section  1.1 of the  Credit  Agreement  is hereby  amended  to add the
following definition in its proper alphabetical sequence:



                                     2

<PAGE>

     "Finlay  Merchandising"  shall mean Finlay  Merchandising & Buying, Inc., a
Delaware corporation and wholly owned Subsidiary of the Company."


     (b) The  following  Section 8.28 shall be added  immediately  following the
last full sentence of Section 8.27 of the Credit Agreement:

     "Section  8.28  Intercompany  Charges and Mandatory  Dividends  relating to
Finlay  Merchandising.  The  Company  shall cause all  payments  (net of amounts
(which may be paid in cash) equal to the reasonable,  ordinary course  operating
expenses of Finlay Merchandising including, without limitation, payroll expenses
for  employees  of Finlay  Merchandising)  to be made by the  Company  to Finlay
Merchandising in respect of amounts owed under the Trade Name License  Agreement
and the  Services  Agreement  to be made by  means of  appropriate  intercompany
charges. Finlay Merchandising shall within thirty days (30) following the end of
each fiscal quarter during which  payments to Finlay  Merchandising  are made by
the Company by means of  intercompany  charges,  declare and  distribute  to the
Company as a dividend  an amount  equal to the amount of such  payments  (net of
reasonable  operating  expenses for the then current and immediately  succeeding
calendar  month (which may be paid in cash) of Finlay  Merchandising  including,
without limitation, payroll expenses for employees of Finlay Merchandising).

     (c)  Section  9.4 of the  Credit  Agreement  shall be amended to delete the
"and"  immediately  following Section 9.4(r), to delete the period at the end of
Section 9.4(s) and to insert a semi-colon followed by the word "and" immediately
thereafter, and to add the following immediately thereafter:

     "(t)  Investments  by the Company in Finlay  Merchandising  as set forth on
Schedule 9.5 hereto."

     (d)  Section  9.5 of the  Credit  Agreement  shall be amended to delete the
"and"  immediately  following Section 9.5(f), to delete the period at the end of
Section 9.5(g) and to insert a semi-colon followed by the word "and" immediately
thereafter, and to add the following immediately thereafter:




                                       3
<PAGE>

     " 9.5(h)  the  sale,  transfer  and  assignment  by the  Company  to Finlay
Merchandising of the assets set forth on Schedule 9.5 hereto, provided, however,
that the Company shall not transfer, sell, assign, lease or otherwise dispose of
all or any part of its Accounts or Inventory to Finlay Merchandising."

     (e)  Section  9.6 of the  Credit  Agreement  shall be amended to delete the
"and" immediately following Section 9.6(a)(iii), to delete the period at the end
of Section  9.6(a)(iv)  and to insert a  semi-colon  followed  by the word "and"
immediately thereafter, and to add the following immediately thereafter:

     "(v) The Company may purchase  all, but not less than all of the issued and
outstanding capital stock of Finlay Merchandising."

     (f)  Section  9.17 of the  Credit  Agreement  shall be  amended  to add the
following immediately following the last sentence thereof:

     "Notwithstanding the foregoing,  the Company may transfer,  sell, or assign
to Finlay  Merchandising the assets set forth on Schedule 9.5 hereto,  and enter
into the Trade Name License Agreement and enter into the Services Agreement with
Finlay Merchandising.

     (g)  Section  9.18 of the  Credit  Agreement  shall be  amended  to add the
following immediately following the last sentence thereof:

     "Notwithstanding  the  foregoing,  the Company may subscribe for and Finlay
Merchandising may sell to the Company, all, but not less than all, of the issued
and outstanding capital stock of Finlay Merchandising."

     4.  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.

     (b) This  Amendment  has been duly executed and delivered by the Parent and
the Company and the  


                                       4
<PAGE>

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,  fraudulent  conveyance or
transfer,  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 covenants and agreements  applicable to it 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.

     5. Effective Date. The amendments to the Credit Agreement  contained herein
shall not become  effective (the "Effective  Date") until (i) this Amendment has
been duly  executed and  delivered  by the Company,  the Parent and the Majority
Lenders;  (ii) the acknowledgement  attached hereto shall have been executed and
delivered by each of the Subsidiaries; (iii) the certificate of incorporation of
Finlay Merchandising shall have been filed with the Delaware Secretary of State;
(iv) the transactions contemplated by the Contribution Agreement, the Trade Name
License 


                                       5

<PAGE>

Agreement,  and the Services  Agreement shall have been entered into by no later
than  October 28,  1998 and a letter from the Company to that effect  shall have
been delivered to the Agent;  (v) Finlay  Merchandising  shall have executed and
delivered  Amendment  No. 1 to the  Security  Agreement  and related UCC filings
satisfactory to the Agent shall have been made; (vi) Finlay  Merchandising shall
have executed and delivered  Amendment No.1 to Security Agreement and Mortgage -
Trademark,  Patents and Copyrights and related UCC filings  satisfactory  to the
Agent shall have been made;  (vii) the Company shall have executed and delivered
Amendment No. 1 to the Pledge  Agreement  and the stock of Finlay  Merchandising
shall have been  delivered in pledge  thereunder and (viii) the Agent shall have
received the opinion of Tenzer  Greenblatt  LLP,  counsel to the Credit Parties,
substantially in the form attached hereto as Exhibit A hereto.

     6. Gold Consignment  Agreement.  The Majority Lenders hereby consent to the
execution and delivery by the Company of Amendment No. 7 and Limited  Consent to
the Gold Consignment  Agreement,  such Amendment No. 7 and Limited Consent being
substantially in the form attached hereto as Exhibit B.

     7.  Employment  Agreement of Barry  Shuffeld.  The Majority  Lenders hereby
consent to the form, terms and provisions of that certain  Employment  Agreement
between the Company and Barry  Shuffeld  and the  ancillary  agreements  related
thereto in respects to Barry Shuffeld,  such Employment  Agreement and ancillary
agreements in the form attached hereto as Exhibit C.

     8.  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.

     9. 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.
                                       

                                       6
<PAGE>
     10. 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.



























                                       7
<PAGE>

     11.  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.

     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 ENTERPRISES, INC.


                                         By: /s/ Barry D. Scheckner
                                             -----------------------------------
                                             Name:  Barry D. Scheckner
                                             Title: Senior Vice President and
                                                    Chief Financial Officer


                                         FINLAY FINE JEWELRY CORPORATION


                                         By: /s/ Barry D. Scheckner
                                             -----------------------------------
                                             Name:  Barry D. Scheckner
                                             Title: Senior Vice President and
                                                    Chief Financial Officer


                                         FINLAY MERCHANDISING & BUYING, INC.
                                           as Guarantor


                                         By: /s/ Barry D. Scheckner
                                             -----------------------------------
                                             Name:  Barry D. Scheckner
                                             Title: Senior Vice President and
                                                    Chief Financial Officer


                                         GENERAL ELECTRIC CAPITAL CORPORATION, 
                                         Individually and as Agent


                                         By: /s/ James P. Hogan
                                             -----------------------------------
                                             Name:  James P. Hogan
                                             Title: Duly Authorized Signatory





                                       8
<PAGE>


                                        FLEET PRECIOUS METALS INC.


                                        By: /s/ Richard Seufert
                                            ------------------------------------
                                            Name:  Richard Seufert
                                            Title: Vice President


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


                                        THE CHASE MANHATTAN BANK



                                        By: /s/ Michael W. Stevenson
                                            ------------------------------------
                                            Name:  Michael W. Stevenson
                                            Title: Vice President

                                        GOLDMAN SACHS CREDIT PARTNERS L.P.



                                        By: /s/ Authorized signatory 
                                            ------------------------------------
                                            Name:   
                                            Title: 

                                        ABN AMRO BANK N.V.



                                        By: /s/ Ned Koppelson  
                                            ------------------------------------
                                            Name:  Ned Koppelson  
                                            Title: Vice President



                                        By: /s/ Francesca Pereira
                                            ------------------------------------
                                            Name:  Francesca Pereira
                                            Title: Vice President




                                       9
<PAGE>


                                        BANK LEUMI



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


                                        By: /s/ Kenneth Lipke 
                                            ------------------------------------
                                            Name:  Kenneth Lipke  
                                            Title: Vice President


                                        TRANSAMERICA BUSINESS CREDIT CORPORATION


                                        By: /s/ Michael S. Burns
                                            ------------------------------------
                                            Name:  Michael S. Burns
                                            Title: Senior Vice President












                                       10
<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. 4 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/ Barry D. Scheckner
    -------------------------------------
    Name:  Barry D. Scheckner
    Title: Senior Vice President and
           Chief Financial Officer

SONAB HOLDINGS, INC.



By: /s/ Barry D. Scheckner
    -------------------------------------
    Name:  Barry D. Scheckner
    Title: Senior Vice President and
           Chief Financial Officer

SONAB INTERNATIONAL, INC.



By: /s/ Barry D. Scheckner
    -------------------------------------
    Name:  Barry D. Scheckner
    Title: Senior Vice President and
           Chief Financial Officer

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



By: /s/ Barry D. Scheckner
    -------------------------------------
    Name:  Barry D. Scheckner
    Title: Attorney-in-fact




                                       11

<PAGE>

                                    EXHIBIT A
               LENDERS, COMMITMENTS AND INITIAL EURODOLLAR OFFICES


                                             Revolving
Lender and Initial                           Commitment
Eurodollar Office                              Amount                     %
-----------------                           ------------               -------

General Electric                            $91,666,667                33.333%
Capital
Corporation
201 High Ridge Road
Stamford, CT  06927

Fleet Precious Metals Inc.                  $61,111,111                22.222%
111 Westminster Street
Providence, Rhode Island 02903

Goldman Sachs Credit Partners, L.P.         $20,000,000                 7.272%
85 Broad Street
New York, New York 10004

The Chase Manhattan Bank                    $30,555,556                11.111%
111 West 40th Street, 10th Floor
New York, New York 10018

Bank Leumi USA                              $12,222,222                 4.444%
562 Fifth Avenue
New York, New York 10036


ABN AMRO Bank, N.V.                         $30,555,556                11.111%
 (New York Branch)
500 Park Avenue
New York, New York 10022

Transamerica Business Credit                $28,888,889                10.505%
  Corporation
555 Theodore Freund Avenue
Suite C-301
Rye, New York 10580


<PAGE>


                                              Revolving
                                              Sublimit
                                             Commitment1                  %
                                            ------------               -------  

General Electric                            $8,333,333                 33.333%
Capital
Corporation
201 High Ridge Road
Stamford, CT  06927


Fleet Precious Metals Inc.                  $5,555,556                 22.222%
111 Westminster Street
Providence, Rhode Island 02903

Goldman Sachs Credit Partners L.P.          $1,818,182                  7.272%
85 Broad Street
New York, New York 10004

The Chase Manhattan Bank                    $2,777,778                 11.111%
111 West 40th Street

Bank Leumi USA                              $1,111,111                  4.444%
562 Fifth Avenue
New York, New York 10036


ABN AMRO Bank, N.V.                         $2,777,778                 11.111%
 (New York Branch)
500 Park Avenue
New York, New York 10022

Transamerica Business Credit                $2,626,263                 10.505%
  Corporation
555 Theodore Freund Avenue
Suite C-301
Rye, New York 10580







________________________
1. As such amount may vary pursuant to the definition of Parent Revolving Credit
Facility Sublimit Commitment.