Exhibit 10.28(g)


                                 AMENDMENT NO. 7
                               AND LIMITED CONSENT


     THIS AMENDMENT NO. 7 AND LIMITED  CONSENT (this  "Amendment") is made as of
October 28, 1998,  by and between  FINLAY FINE JEWELRY  CORPORATION,  a Delaware
corporation  with its principal  office at 521 Fifth Avenue,  New York, New York
10175 (the "Consignee") and BANKBOSTON,  N.A., as successor in interest to Rhode
Island  Hospital Trust National Bank, a national  banking  association  with its
principal  office at 100  Federal  Street,  Boston,  MA 02110 (the  "Consignor")
amending certain  provisions of the Gold Consignment  Agreement dated as of June
15, 1995 (as amended,  modified or supplemented and in effect,  the "Consignment
Agreement"),  by and between the Consignee and the Consignor, and certain of the
other  Consignment   Documents  (as  defined  in  the  Consignment   Agreement).
Capitalized terms used herein which are defined in the Consignment Agreement and
not defined herein shall have the same meaning herein as therein.

     WHEREAS,  the Consignee has requested that the Consignor agree to amend the
terms  of  the  Consignment  Agreement  and  certain  of the  other  Consignment
Documents in certain respects as hereinafter more fully set forth;

     WHEREAS,  the  Consignor  is willing to amend the terms of the  Consignment
Agreement and such other  Consignment  Documents in such respects upon the terms
and subject to the conditions contained herein;

     NOW, THEREFORE,  in consideration of the mutual agreements contained in the
Consignment  Agreement,  herein and other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
hereby agree as follows:

     S1.  Amendment  of  S1 of  the  Consignment  Agreement.  Section  1 of  the
Consignment Agreement is hereby amended by:

     (a)  inserting, in the places required by alphabetical order, the following
          new definitions:

     "Finlay  Merchandising.  Finlay  Merchandising and Buying, Inc., a Delaware
corporation."

     "Finlay Merchandising  Contribution  Agreement.  The Contribution Agreement
dated as of October 28,  1998 between Finlay Merchandising and the Consignee, as
in effect on the 

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Seventh Amendment Effective Date."

     "Finlay Merchandising  License Agreement.  The Trade Name License Agreement
dated as of October 28,  1998 between Finlay Merchandising and the Consignee, as
in effect on the Seventh Amendment Effective Date."

     "Finlay Merchandising  Services Agreement.  The Services Agreement dated as
of October 28, 1998 between Finlay Merchandising and the Consignee, as in effect
on the Seventh Amendment Effective Date."

     "Intercompany   Subordination  Agreement.  The  Intercompany  Subordination
Agreement  dated as of October 28,  1998 among the Consignor,  the Consignee and
Finlay Merchandising."

     "Seventh  Amendment  Effective  Date.  The  "Effective  Date" as defined in
Amendment  No. 7 and Limited  Consent dated as of  October 28,  1998 between the
Consignor and the Consignee."

          (b)  deleting  the  definition  of  "Consignment   Documents"  in  its
               entirety  and  substituting  in lieu  thereof the  following  new
               definition:

     "Consignment  Documents.   This  Agreement,  the  Security  Documents,  the
Intercreditor  Agreement and the Intercompany  Subordination  Agreement, in each
case as from time to time amended, restated, modified or supplemented."

     S2.  Amendment  of S8.1 of the  Consignment  Agreement.  Section 8.1 of the
Consignment Agreement is hereby amended by:

          (a)  deleting the word "and" at the end of subsection (i) thereof;
 
          (b)  deleting  the period (".") at the end of  subsection  (j) thereof
               and substituting the text "; and"; and
 
          (c)  inserting,   immediately   after   subsection   (j)  thereof  and
               immediately before S8.2, the following new subsection (k):
 
          "(k) cause (i) all payments (net of amounts (which amounts may be paid
               in  cash)  equal to the  reasonable,  ordinary  course  operating
               expenses  of  Finlay  Merchandising  for  the  then  current  and
               immediately   succeeding   fiscal  months,   including,   without
               limitation,    payroll   expenses   for   employees   of   Finlay
               Merchandising),  from the  Consignee to Finlay  Merchandising  in
               respect of amounts  owed under the Finlay  Merchandising  License
           

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<PAGE>

               Agreement and the Finlay  Merchandising  Services Agreement to be
               made by means of  appropriate  intercompany  book  entries,  (ii)
               Finlay  Merchandising  to declare and distribute to the Consignee
               as a dividend,  within thirty (30) days following the end of each
               fiscal quarter  during which payments  described in clause (i) of
               this  subsection  (k) are made,  an amount equal to the amount of
               such payments (net of amounts (which amounts may be paid in cash)
               equal to the reasonable,  ordinary course  operating  expenses of
               Finlay   Merchandising  for  the  then  current  and  immediately
               succeeding fiscal months, including, without limitation,  payroll
               expenses for  employees of Finlay  Merchandising),  and (iii) all
               obligations of the Consignee to Finlay Merchandising under and in
               respect of the Finlay Merchandising  License Agreement and/or the
               Finlay  Merchandising   Services  Agreement  to  be  subordinated
               (subject to the Intercreditor  Agreement) to the Obligations upon
               terms and conditions, and pursuant to documentation, in each case
               satisfactory to the Consignor."

     S3.  Amendment  of  S8.2(c)(vi)  of  the  Consignment  Agreement.   Section
8.2(c)(vi) of the Consignment  Agreement is hereby deleted in its entirety,  and
the following new S8.2(c)(vi) is hereby substituted in lieu thereof:

     (vi)(A) in the capital stock of Subsidiaries  existing on the Closing Date,
     Finlay Merchandising or any other Subsidiary created with the prior written
     consent  of the  Consignor  and (B) in the  case of  Finlay  Merchandising,
     consisting  of those items set forth and  described on Schedule I to of the
     Contribution Agreement;  provided,  however, that for each of the foregoing
     clauses  (A)  and  (B),  the  Consignee   shall  not  make  any  additional
     investments therein other than additional  investments  approved in advance
     in writing by the  Consignor and other than  increases in such  investments
     arising solely by reason of increases in the retained  earnings of any such
     Subsidiary;".

     S4.  Amendment of S8.2(d) of the Consignment  Agreement.  Section 8.2(d) of
the Consignment Agreement is hereby amended by:

     (a)  deleting the word "and" at the end of clause (F) thereof;
 
     (b)  deleting the period at the end of clause (G) thereof and  substituting
          in lieu thereof the text "; and"; and
 
     (c)  inserting  the  following   new  clause  (H)   immediately   following
          subsection (G) and immediately before S8.2(e):
 

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<PAGE>

     "(H) The  Consignee may purchase all, but not less than all, of the capital
          stock of Finlay  Merchandising in connection with the creation thereof
          by the Consignee."

     S5.  Amendment  of  S8.2(e)(ii)  of  the  Consignment  Agreement.   Section
8.2(e)(ii)  of  the  Consignment  Agreement  is  hereby  amended  by  inserting,
immediately  after the text "property being sold or transferred" and immediately
before  the  text ";  or",  the  following  text:  ";  provided,  however,  that
notwithstanding  the foregoing,  the Consignee may transfer,  sell or assign its
trade  name  "Finlay  Fine  Jewelry  Corporation,"  as  well as  certain  of its
marketing  operations,  to Finlay Merchandising and such of its assets to Finlay
Merchandising as are set forth on Schedule I to the Contribution Agreement,  and
may lease such  trade  name from  Finlay  Merchandising  pursuant  to the Finlay
Merchandising  License Agreement and may enter into the Services  Agreement with
Finlay Merchandising; or".

     S6.  Amendment  of  S8.2(e)(iii)  of  the  Consignment  Agreement.  Section
8.2(e)(iii) of the Consignment Agreement is hereby amended by:

     (a)  inserting a comma (",") and a new clause "(G)", immediately before the
          word "or" and existing clause (G), with the following text:
 
          ",   (G) in connection  with the transfer of the  Consignee's  "buying
               and merchandising  functions" to Finlay Merchandising pursuant to
               the Contribution Agreement, transfer from the Consignee to Finlay
               Merchandising  of the assets  described  in on  Schedule I to the
               Contribution Agreement,"; and
 
     (b)  changing the lettering of existing clause "(G)" to clause "(H)".

     S7.  Amendment  of S13  of the  Consignment  Agreement.  Section  13 of the
Consignment  Agreement is hereby  amended by deleting  the last three  sentences
thereof and substituting in lieu thereof the following text:

     "THIS  AGREEMENT  IS A  CONTRACT  UNDER  THE  LAWS OF THE  COMMONWEALTH  OF
MASSACHUSETTS  AND SHALL BE  CONSTRUED  IN  ACCORDANCE  THEREWITH  AND  GOVERNED
THEREBY.  THE CONSIGNEE  AGREES THAT ANY SUIT FOR THE  ENFORCEMENT OF ANY OF THE
CONSIGNMENT  DOCUMENTS  MAY BE  BROUGHT  IN THE  COURTS OF THE  COMMONWEALTH  OF
MASSACHUSETTS  OR ANY  FEDERAL  COURT  SITTING  THEREIN.  THE  CONSIGNEE,  AS AN
INDUCEMENT  TO THE  CONSIGNOR TO ENTER INTO THIS  AGREEMENT,  HEREBY  WAIVES ITS
RIGHT TO A JURY TRIAL WITH RESPECT 


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<PAGE>

TO ANY ACTION ARISING IN CONNECTION WITH ANY CONSIGNMENT DOCUMENTS."

     S8. Amendment to Schedule XI to the Consignment  Agreement.  Schedule XI to
the  Consignment  Agreement is hereby amended by adding thereto the  information
contained  on  Schedule XI-A   hereto  with  respect  to  the  transfer  of  the
Consignee's "buying and merchandising functions" to Finlay Merchandising.

     S9. Amendment to S19 of the Security Agreement.  Section 19 of the Security
Agreement  is hereby  amended by deleting  the first two  sentences  thereof and
substituting, in lieu thereof the following text:

     "THIS AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT AND SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH, THE LAWS OF THE  COMMONWEALTH
OF  MASSACHUSETTS.  The Company agrees that any suit for the enforcement of this
Agreement may be brought in the courts of the  Commonwealth of  Massachusetts or
any federal court sitting therein and consents to the non-exclusive jurisdiction
of such  court and to  service  of  process in any such suit being made upon the
Company by registered or certified mail at the Company's Principal Office."

     S10. Amendment of Cash Collateral Agreement.  The Cash Collateral Agreement
is hereby amended by deleting the penultimate paragraph thereof (i.e., the final
paragraph on page 2 thereof) and  substituting in lieu thereof the following new
paragraph:

     "This  agreement  may be  executed in several  counterparts,  each of which
shall be an  original  and all of which shall  constitute  one  agreement.  This
agreement shall be governed by the laws of the Commonwealth of Massachusetts and
shall be construed as a sealed instrument under law."

     S11.  Limited  Consent.  Subject  to the  satisfaction  of  the  conditions
precedent  set  forth  in S13  hereof,  the  Consignor  hereby  consents  to the
execution  and delivery by the  Consignee of Amendment  No. 4 to the Amended and
Restated Credit Agreement dated as of October 28, 1998, among the Consignee, the
Parent,  the Dollar Agent and the lenders party  thereto,  such  Amendment No. 4
being in substantially the form attached hereto as Exhibit A.

     S12.  Representations and Warranties.  The  Consignee hereby represents and
warrants to the Consignor as follows:

     (a)  Representations   and   Warranties  in  Consignment   


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<PAGE>

          Agreement.  The representations   and   warranties  of  the  Consignee
          contained in the  Consignment  Agreement  were true and correct in all
          material respects when made and continue to be true and correct in all
          material respects on the date hereof,  except to the extent of changes
          resulting  from   transactions   contemplated   or  permitted  by  the
          Consignment  Documents and this Amendment and changes occurring in the
          ordinary course of business that do not result in a Materially Adverse
          Effect,  and to the extent that such  representations  and  warranties
          relate expressly to an earlier date.

     (b)  Authority, No Conflicts, Etc. The execution,  delivery and performance
          by the  Consignee  of  this  Amendment  and  the  consummation  of the
          transactions  contemplated  hereby (i)  are within the corporate power
          of the  Consignee  and have  been  duly  authorized  by all  necessary
          corporate  action on the part of the  Consignee,  (ii)  do not require
          any approval or consent of, or filing with, any governmental agency or
          authority, or any other person,  association or entity (except for the
          consent of the Dollar  Agent and each of the lenders  under the Dollar
          Facility,  which consent is being  obtained  concurrently  herewith as
          required  by Section 13 hereof),  which bears on the  validity of this
          Amendment or the Consignment Documents and which is required by law or
          the  regulation or rule of any agency or  authority,  or other person,
          association  or entity,  (iii)  do  not violate any  provisions of any
          law, rule or regulation or any provision of any order, writ, judgment,
          injunction,  decree,  determination  or award  presently  in effect in
          which the Consignee is named in a manner which has or could reasonably
          be expected to have a Materially Adverse Effect,  (iv)  do not violate
          any provision of the Charter  Documents of the Consignee,  (v)  do not
          result in any breach of or constitute a default under any agreement or
          instrument  to which the Consignee is a party or by which it or any of
          its properties is bound,  including without  limitation any indenture,
          loan or credit  agreement,  lease,  debt instrument or mortgage,  in a
          manner which has or could  reasonably be expected to have a Materially
          Adverse Effect,  and (vi)  do not result in or require the creation or
          imposition  of any mortgage,  deed of trust,  pledge,  lien,  security
          interest or other charge or  encumbrance of any nature upon any of the
          assets or properties of the Consignee except in favor of the Consignor
          pursuant to the Security Documents.

     (c)  Enforceability  of Obligations.  This Amendment has been duly executed
          and delivered by the Consignee and  constitutes  the legal,  valid and
          binding obligation of the Consignee, enforceable against the Consignee
          in accordance with its terms,  provided that  (a)  enforcement  may be
          limited

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<PAGE>

          by  applicable  bankruptcy,  insolvency,  reorganization,   fraudulent
          conveyance  or  transfer,   moratorium  or  similar  laws  of  general
          application  affecting the rights and remedies of  creditors,  and (b)
          enforcement  may be subject to general  principles of equity,  and the
          availability  of the remedies of specific  performance  and injunctive
          relief may be subject to the  discretion of the court before which any
          proceedings for such remedies may be brought.
 
     S13. Conditions to Effectiveness.  This  Amendment shall be effective as of
October 28, 1998 (the "Effective Date") upon the Consignor's  receipt of each of
following conditions precedent,  in each case in form and substance satisfactory
to the Consignor:

     (a)  this  Amendment  duly  executed  by  each  of the  Consignee  and  the
          Consignor;
 
     (b)  evidence of the  Consignee's  receipt of all necessary or  appropriate
          third party  consents or  approvals to the  transactions  contemplated
          hereby, including, without limitation,  consents or approvals from the
          Dollar Agent and each of the lenders under the Dollar Facility;
 
     (c)  evidence of the filing  with the  Delaware  Secretary  of State of the
          certificate of incorporation of Finlay Merchandising;
 
     (d)  fully  executed  copies  of  the  Finlay  Merchandising   Contribution
          Agreement,  the Finlay Merchandising  License Agreement and the Finlay
          Merchandising  Services Agreement (as each such term is defined in the
          Consignment  Agreement,  as amended hereby), each duly certified by an
          officer of the  Consignee  as being true and correct and in full force
          and effect; and
 
     (e)  a  certificate  of an officer  of the  Consignee  certifying  that the
          transactions  contemplated  by the Finlay  Merchandising  Contribution
          Agreement,  the Finlay Merchandising  License Agreement and the Finlay
          Merchandising Services Agreement have been consummated.

     S14.  Ratifications,  etc.  Except as expressly provided in this Amendment,
all of the terms  and  conditions  of the  Consignment  Agreement  and the other
Consignment  Documents shall remain in full force and effect.  All references in
the  Consignment  Agreement  or  any  related  agreement  or  instrument  to the
Consignment  Agreement shall  hereafter  refer to the  Consignment  Agreement as
amended  hereby.  The Consignee  confirms 


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<PAGE>

and agrees that the  Obligations  of the  Consignee to the  Consignor  under the
Consignment  Documents,  as amended and supplemented  hereby, are secured by and
are entitled to the benefits of the Security Documents.

     S15. Expenses.  Without limiting the expense reimbursement requirements set
forth in S11 of the Consignment Agreement, the Consignee agrees to pay on demand
all costs and expenses,  including reasonable  attorneys' fees, of the Consignor
incurred in connection with this Amendment.

     S16.  No Implied  Waiver.  Except as  expressly  provided  herein,  nothing
contained  herein shall  constitute a waiver of, impair or otherwise  affect any
Obligations,  any  other  obligations  of  the  Consignee  or any  right  of the
Consignor consequent thereon.

     S17.  Governing  Law.  This  Amendment  is  intended  to take  effect as an
instrument  under seal and shall be  construed  according to and governed by the
internal laws of the Commonwealth of Massachusetts.

     S18.  Execution  in  Counterparts.  This  Amendment  may be executed in any
number of  counterparts  and by each  party on a separate  counterpart,  each of
which when so executed  and  delivered  shall be an  original,  but all of which
together shall  constitute one instrument.  In proving this Amendment,  it shall
not be necessary to produce or account for more than one such counterpart signed
by the party against whom enforcement is sought.

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


                                           FINLAY FINE JEWELRY CORPORATION

                                           By: /s/ Barry D. Scheckner      
                                               ---------------------------------
                                           Name:  Barry D. Scheckner
                                           Title: Senior Vice President and   
                                                   Chief Financial Officer
 
                                           BANKBOSTON,  N.A.,  as  successor  in
                                           interest  to RHODE ISLAND HOSPITAL 
                                           TRUST NATIONAL BANK
 
 
                                           By: /s/ Albert L. Brown          
                                               ---------------------------------
                                           Name:  Albert L. Brown
                                           Title: Director


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