AMENDMENT TO EMPLOYMENT AGREEMENT

     AMENDMENT,  dated as of May 17,  1995,  to the  employment  agreement  (the
"Employment  Agreement"),  dated as of  January  3,  1995,  by and among  Finlay
Enterprises,  Inc., a Delaware  corporation (the "Parent"),  Finlay Fine Jewelry
Corporation,  a  Delaware  corporation  ("Finlay"),  and Arthur E.  Reiner  (the
"Executive").

                              W I T N E S S E T H :

     WHEREAS,  the parties hereto mutually desire to amend certain provisions of
the Employment Agreement;

     NOW,  THEREFORE,  for good and valuable  consideration,  the parties hereto
agree as follows:

     1. A new Section 8A shall be added to the Employment Agreement  immediately
after  the text of  Section 8  thereof,  which  shall  read in its  entirety  as
follows:

          "8A.  Additional  Provisions  Regarding  Purchased  Shares  and Option
     Shares.  Notwithstanding  the  provisions of Sections 7(e) and 8(g) hereof,
     the Executive shall have the right to sell an amount equal to not more than
     15% of each of the  Purchased  Shares and Option Shares  (including  Option
     Shares represented by vested but unexercised Options held by the Executive)
     ('Diluted Option Shares') during each of Fiscal Year 1996  (including,  for
     purposes  hereof,  the period January 3, 1996 through February 1, 1997) and
     Fiscal Year 1997 and not more than 35% of each of the Purchased  Shares and
     Diluted  Option  Shares  during each of the  Parent's  1998 and 1999 fiscal
     years, such amounts to be inclusive of all sales, public or private, of the
     Executive's  stock of the Parent, it being agreed that the permitted amount
     of sales of such  stock  during  any  Fiscal  Year or fiscal  year shall be
     cumulated in the event the maximum amount of permitted  sales  hereunder in
     any prior year are not made.

     "In connection with the foregoing,  the Parent, at the Executive's  request
and at the Parent's  expense,  agrees to register,  from time to time, the offer
and sale of the Purchased  Shares and Option Shares  referred to above to enable
the  Executive to sell such shares  (subject to  applicable  legal  limitations,
restrictions set forth in this Agreement and restrictions  from the underwriters
of the Parent's April 1995 public  offering of Common Stock).  The obligation of
the Parent to register such shares shall cease upon the earlier to occur of: (i)
the date when the Executive is able to sell all of such shares  pursuant to Rule
144 (subject to no volume  limitations)  and (ii) the end of the  Parent's  1999
fiscal year. The Executive  agrees to provide to the Parent  sufficient  advance
written  notice of any sale the  Executive  wishes to make in order to allow the
Parent  to file  the  necessary  documents  with  the  Securities  and  Exchange
Commission,  and applicable state securities authorities,  to register the offer
and sale of such shares under the Securities Act of 1933, as amended, and

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applicable  state  securities or 'blue sky' laws.  It is further  agreed that no
registration  statement which the Executive requests in respect of the Purchased
Shares need be filed prior to February 1, 1996, and the Executive shall not sell
any Purchased Shares or Option Shares prior to February 1, 1996."

  2. (a) The provisions of  Sections 7(e)(i) and  8(g)(i) shall  be deleted from
the  Employment  Agreement  and the phrase  "[intentionally  omitted]"  shall be
inserted in lieu thereof.

     (b) The  provisions of Section 7(g) of the  Employment  Agreement  shall be
amended  so that the clause "or  Section  8A  hereof" is  inserted  in the first
sentence  thereof  immediately  after the clause "prior to any sale of Purchased
Shares permitted under paragraph (e)".

     (c) The  provisions of Section 8(h) of the  Employment  Agreement  shall be
amended  so that the clause "or  Section  8A  hereof" is  inserted  in the first
sentence  thereof  immediately  after  the  clause  "prior to any sale of Option
Shares permitted under paragraph (g)".

     (d) The provisions of Section 9(c)(iv)(A) of the Employment Agreement shall
be amended so that the reference to Section "6 or 8" therein is modified to read
"6, 8 or 8A".

     3. Except as amended hereby, the Employment  Agreement shall remain in full
force and effect,  without change or  modification.  The  Employment  Agreement,
together  with  this  Amendment  and  the  other  documents  referred  to in the
Employment Agreement,  is intended by the parties as a final expression of their
agreement and  understanding  in respect of the subject matter  contained herein
and therein. The Employment  Agreement,  this Amendment and such other documents
supersede  all prior  agreements  and  understandings  between the parties  with
respect to such subject matter.

     4. This  instrument  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.

     5. Terms defined in the  Employment  Agreement  and not  otherwise  defined
herein shall have the meanings set forth in the Employment Agreement.

     6. This Amendment to Employment  Agreement shall become  effective upon the
receipt of all required third-party consents, including, without limitation: (a)
consent under the Amended and Restated Credit  Agreement,  dated as of March 28,
1995,  among  the  Parent,   Finlay,   General  Electric  Capital   Corporation,
individually  and as agent for the lenders named therein (the "Lenders") and the
Lenders;  and (b) consent under the Registration  Rights Agreement,  dated as of
May 26, 1993, among the Parent and certain stockholders of the Parent.






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     IN WITNESS WHEREOF, the parties hereto have signed this Amendment as of the
day and year first above written.


                                          /s/Arthur E. Reiner         
                                          -------------------------
                                          Arthur E. Reiner

                                          FINLAY ENTERPRISES, INC.


                                          By /s/Barry Scheckner       
                                             ----------------------
                                             Name:  Barry Scheckner
                                             Title: Senior Vice President

                                          FINLAY FINE JEWELRY CORPORATION


                                          By /s/Barry Scheckner       
                                             ----------------------
                                             Name:  Barry Scheckner
                                             Title: Senior Vice President

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