Exhibit 10.25(f)

                                 AMENDMENT No. 5


     AMENDMENT  AGREEMENT  No. 5 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,  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. Amendments to Credit Agreement. The Credit Agreement shall be amended as
follows upon the Effective Date (as defined herein):

    (a) Section  1.1 of the  Credit  Agreement  is hereby  amended to delete the
definitions  of  "Borrowing  Base",  "Tranche 1 Advance" and "Tranche 2 Advance"
respectively  contained  therein and to add the  following  definitions  in lieu
thereof:

     "Borrowing Base" shall mean, at any time, the sum of (i) an amount equal to
sixty  percent  (60%) of the  aggregate  value  (lower  of cost  (on a  specific
identification  or  first-in-first-out   basis  consistent  with  the  Company's
practices) and current  market value) of Eligible  Inventory plus (ii) an amount
equal to eighty-five percent (85%) of 

<PAGE>


the Net Amount of Eligible  Receivables;  in each case as  indicated on the most
recent weekly Borrowing Base  Certificate  delivered to the Agent by the Company
as of such  time,  unless a more  recent  Borrowing  Base  Certificate  has been
requested by the Agent and delivered by the Company to the Agent,  in which case
as indicated on such more recent Borrowing Base Certificate. Notwithstanding the
foregoing,  for the purposes of making any Tranche 1 Advance,  the  reference to
sixty  percent  contained in clause (i) hereof shall be replaced  with an amount
from sixty and one one-hundredth percent (60.01%) up to and including sixty-five
percent  (65.00%),  and for the  purposes of making any  Tranche 2 Advance,  the
reference to sixty percent contained in clause (i) hereof shall be replaced with
an amount  from  sixty-five  and one  one-hundredth  percent  (65.01%) up to and
including  seventy  percent  (70.00%).  In no event shall any Borrowing  Base be
attributable to Foreign Inventory and Foreign Receivables.

     The Agent reserves the right to adjust the Borrowing Base in its reasonable
judgment by revising  standards of eligibility,  establishing  reserves,  and/or
subject to the following sentence increasing or decreasing from time to time the
percentages set forth above, in which case "Borrowing  Base" shall be defined to
include such revisions,  reserves or altered  percentages.  Notwithstanding  the
foregoing,  any increase in the  percentages  set forth above shall  require the
consent of the Majority Lenders.

     "Tranche 1 Advance" shall mean any Acquisition  Facility Advance made based
upon a Borrowing  Base  comprised of 60.01% to 65.00% of Eligible  Inventory and
85% of Eligible Receivables as provided herein.

     "Tranche 2 Advance" shall mean any Acquisition  Facility Advance made based
upon a Borrowing  Base  comprised of 65.01% to 70.00% of Eligible  Inventory and
85% of Eligible Receivables and as provided herein.

    (b)  Section  8.17(d)  of the  Credit  Agreement  is hereby  deleted  in its
entirety, effective as of the date hereof.

    (c) Section  8.1(i) of the Credit  Agreement is hereby amended to delete the
reference to "February 15" contained therein and to substitute "March 1" in lieu
thereof.


                                       2
<PAGE>

    (d) Section 8.1(p) of the Credit Agreement is hereby amended in its entirety
to read as follows:

     "(p) (x) On the Closing Date,  (y) not  later than Monday,  12:00 noon (New
York time) of each week,  and  (z) within  three (3) days  following the written
request of the Agent, a certificate dated Friday of the previous week just ended
(or with  respect  to a  request  made  under  clause (z)  above,  an  estimated
certificate  dated  the  date of  delivery)  from  the  Company,  in  each  case
substantially in the form of Exhibit 8.1(p)  hereto, each such certificate to be
signed by the  Designated  Officer  of the  Company  (each such  certificate,  a
"Borrowing Base  Certificate").  The delivery of the Borrowing Base  Certificate
pursuant  to  clause  (y) of this  Section 8.1(p)  shall be  accompanied  by the
following,  each of which shall be in form, scope and substance  satisfactory to
the Agent, (i) a copy of the receivables aging trial balances of the Company and
each of its  Subsidiaries  as of the end of the prior  month,  together  with an
accounts  receivable  reconciliation to the Borrowing Base Certificate date, and
(ii) a  schedule  of  Eligible  Inventory,  valued  at the  lesser of cost (on a
specific  identification  basis) or current  market value and setting  forth the
locations of all such Eligible  Inventory (which may be done by reference to the
computer  information  to which  the  Agent has  on-line  access  to the  extent
required by Section 8.7(b)  hereof),  including,  without  limitation,  Domestic
Inventory in transit and Domestic Inventory not in the possession of the Company
and the name of the Person in possession  thereof. In addition to the foregoing,
each  Borrowing Base  Certificate  shall set forth (or shall be accompanied by a
certificate of a Designated  Officer of the Company setting forth) the aggregate
unpaid  principal  balance of all loans or advances from the Company to Sonab at
such time."

    (e) Exhibit A to the Credit  Agreement is hereby  amended in its entirety to
read as set forth on Exhibit A hereto.

     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.


                                       3
<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 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 and (ii) the  acknowledgement  attached  hereto shall have been executed
and delivered by each of the Subsidiaries.



                                       4

<PAGE>

     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.

     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.











                                       5

<PAGE>

     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/ Bruce Zurlnick
                                               ---------------------------------
                                               Name:  Bruce Zurlnick
                                               Title: Treasurer


                                          FINLAY FINE JEWELRY CORPORATION



                                          By:  /s/ Bruce Zurlnick
                                               ---------------------------------
                                               Name:  Bruce Zurlnick
                                               Title: Vice President & Treasurer


                                          GENERAL ELECTRIC CAPITAL CORPORATION,
                                          Individually and as Agent



                                          By:  /s/ James P. Hogan
                                               ---------------------------------
                                               Name:  James P. Hogan
                                               Title: Vice President 

                                          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



                                       6
<PAGE>

                                           GOLDMAN SACHS CREDIT PARTNERS L.P.



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


                                           ABN AMRO BANK N.V.



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


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


                                           BANK LEUMI



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


                                           By:  /s/ Authorized signatory
                                                --------------------------------
                                                Name:
                                                Title: Assistant Vice President


                                           TRANSAMERICA BUSINESS CREDIT
                                              CORPORATION



                                           By:  ________________________________
                                                Name:
                                                Title:



                                       7
<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. 5 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: Treasurer


SONAB HOLDINGS, INC.



By: /s/ Bruce Zurlnick
    ---------------------------------
    Name:  Bruce Zurlnick
    Title: Treasurer


SONAB INTERNATIONAL, INC.



By: /s/ Bruce Zurlnick
    ---------------------------------
    Name:  Bruce Zurlnick
    Title: Treasurer


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



By: /s/ Bruce Zurlnick
    ---------------------------------
    Name:  Bruce Zurlnick
    Title: Attorney-in-fact


FINLAY MERCHANDISING & BUYING, INC.




By: /s/ Bruce Zurlnick
    ----------------------------------
    Name:  Bruce Zurlnick
    Title: Vice President & Treasurer



                                       8
<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.