<PAGE>

    As filed with the Securities and Exchange Commission on November 25, 1997
                                                  Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                            FINLAY ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)


               Delaware                                  13-3492802
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)

  521 Fifth Avenue, New York, New York                       10175
(Address of Principal Executive Offices)                  (Zip Code)

             Finlay Enterprises, Inc. 1997 Long Term Incentive Plan
                            (Full title of the plan)

                              Bonni G. Davis, Esq.
                         Secretary and Corporate Counsel
                            Finlay Enterprises, Inc.
                                521 Fifth Avenue
                            New York, New York 10175
                     (Name and address of agent for service)

                                 (212) 808-2060
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                            James Martin Kaplan, Esq.
                        Zimet, Haines, Friedman & Kaplan
                                 460 Park Avenue
                            New York, New York 10022
                                 (212) 486-1700

                                                          ----------------

<TABLE>
<CAPTION>
                                                   CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                            Proposed maximum             Proposed maximum

Title of securities to be           Amount to be                offering                aggregate offering             Amount of
       registered                  registered(1)           price per share(2)                price(2)              registration fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                         <C>                          <C>                        <C>      
 Common Stock, par value           350,000 shares              $14.910776                   $5,218,772                 $1,581.45
     $.01 per share
====================================================================================================================================
</TABLE>

(1)     In addition, pursuant to Rule 416 under the Securities Act of 1933, as
        amended, this Registration Statement also covers an indeterminate number
        of shares which may be issued as a result of anti-dilution provisions
        contained in the 1997 Long Term Incentive Plan (the "Plan").

(2)     Estimated solely for purposes of determining the registration fee in
        accordance with Rule 457(h) under the Securities Act of 1933, as
        follows: (i) in the case of 35,185 shares underlying awards that
        remained available for grant under the Plan on the date of filing of
        this Registration Statement, based on the average of the high and low
        prices of the registrant's Common Stock reported on the Nasdaq National
        Market on November 19, 1997, which was $22.4375, and (ii) in the case of
        314,815 shares underlying awards outstanding under the Plan on the date
        of filing of this Registration Statement, based on the aggregate
        exercise price of $4,429,308.14, the aggregate price at which the awards
        may be exercised, which averages $14.0696 per share.


<PAGE>


                                     PART II

Item 3. Incorporation of Certain Documents by Reference

      The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated into this registration statement by
reference:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          February 1, 1997;

     (b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended May 3, 1997;

     (c)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended August 2, 1997;

     (d)  All other reports filed by the Registrant pursuant to Section 13(a) or
          15(d) of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), since February 1, 1997; and

     (e)  The description of the Registrant's Common Stock, par value $.01 per
          share, contained in Amendment No. 1 to the Registrant's Registration
          Statement on Form S-1 (Registration No. 333- 34949), as filed with the

          Commission on September 23, 1997.

      All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.

Item 4. Description of Securities

      Not applicable.

Item 5. Interests of Named Experts and Counsel

      The legality of the securities being offered hereunder has been passed
upon by the law firm of Zimet, Haines, Friedman & Kaplan. James Martin Kaplan, a
member of such firm, is a director of the Registrant.

Item 6. Indemnification of Directors and Officers

      Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a provision in the certificate of incorporation of each corporation
organized thereunder, eliminating or limiting, with certain exceptions, the
personal liability of a director of the corporation or its stockholders for
monetary damages for certain breaches of fiduciary duty as a director. The
Restated Certificate of Incorporation of the Registrant eliminates the personal
liability of directors to the fullest extent permitted by the DGCL.

      Section 145 of the DGCL ("Section 145"), in summary, empowers a Delaware
corporation, within certain limitations, to indemnify its officers, directors,
employees and agents against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement, actually and reasonably incurred by them
in connection with any suit or proceeding other than by or on behalf of the
corporation, if they acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interest of the corporation, and, with respect
to a criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful.

      With respect to actions by or on behalf of the corporation, Section 145
permits a corporation to indemnify its officers, directors, employees and agents
against expenses (including attorneys' fees) actually and reasonably


                                       -2-


<PAGE>


incurred in connection with the defense or settlement of such action or suit,
provided such person meets the standard of conduct described in the preceding
paragraph, except that no indemnification is permitted in respect of any claim
where such person has been found liable to the corporation, unless the Court of

Chancery or the court in which such action or suit was brought approves such
indemnification and determines that such person is fairly and reasonably
entitled to be indemnified.

      The Restated Certificate of Incorporation of the Registrant provides for
the indemnification of officers and directors and certain other parties
("Indemnitees") of the Registrant to the fullest extent permitted under Delaware
law; provided, that except in the case of proceedings to enforce rights to
indemnification, the Registrant shall indemnify such Indemnitee in connection
with a proceeding initiated by such Indemnitee only if such proceeding was
authorized by the Board of Directors of the Registrant.

      The Registrant maintains liability insurance covering its directors,
officers, employees and agents with respect to certain liabilities, not
including liabilities under the Securities Act, which they may incur in
connection with their serving as such directors, officers, employees or agents.

      The Registrant has entered into indemnification agreements with each of
its directors and executive officers. The indemnification agreements require,
among other things, that the Registrant indemnify its directors and executive
officers against certain liabilities and associated expenses arising from their
service as directors and executive officers of the Registrant and reimburse
certain related legal and other expenses. In the event of a Change in Control
(as defined therein), the Registrant will, upon request by an indemnitee under
the agreements, create and fund a trust for the benefit of such indemnitee
sufficient to satisfy reasonably anticipated claims for indemnification.
Although the indemnification agreements offer coverage similar to the provisions
in the Restated Certificate of Incorporation, they provide greater assurance to
directors and executive officers that indemnification will be available because,
as contracts, they cannot be modified unilaterally in the future by the Board of
Directors or by the stockholders to eliminate the rights they provide.

      The Registrant has also entered into employment agreements with certain of
its executive officers which contain provisions entitling the executive to
indemnification for losses incurred in the course of service to the Registrant
under certain circumstances.

Item 7.  Exemption from Registration Claimed

      Not applicable.

Item 8.  Exhibits

EXHIBIT                               DESCRIPTION

  4.1     Finlay Enterprises, Inc. 1997 Long Term Incentive Plan (the "Plan"),
          filed herewith.

  4.2     Form of agreement for employees relating to stock options granted
          under the Plan, filed herewith.

  4.3     Restated Certificate of Incorporation of the Registrant (incorporated
          by reference to Exhibit 3.1 to the Registrant's Annual Report on Form
          10-K for the fiscal year ended January 28, 1995).


  4.4     Amended and Restated By-laws of the Registrant (incorporated by
          reference to Exhibit 3.2 to the Registrant's Registration Statement on
          Form S-1 (Registration No. 33-88938)).

  5.1     Opinion of Zimet, Haines, Friedman & Kaplan, filed herewith.

 23.1     Consent of Arthur Andersen LLP, filed herewith.


                                       -3-


<PAGE>


 23.2     Consent of Zimet, Haines, Friedman & Kaplan, set forth in the opinion
          thereof filed herewith as Exhibit 5.1.

Item 9.  Undertakings

The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933, as amended (the "Securities Act");

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

          provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
     the registration statement is on Form S-3 or Form S-8, and the information
     required to be included in a post-effective amendment by those paragraphs
     is contained in periodic reports filed by the registrant pursuant to
     Section 13 or Section 15(d) of the Exchange Act that are incorporated by
     reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment

     any of the securities being registered which remain unsold at the
     termination of the offering.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling persons in connection with the securities being


                                       -4-


<PAGE>


registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                       -5-

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 25th day of
November, 1997.


                                       FINLAY ENTERPRISES, INC.

                                       By /s/ Arthur E. Reiner
                                         ---------------------------------------
                                          Arthur E. Reiner
                                          President, Chief Executive Officer and
                                          Vice Chairman


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints each of Arthur E. Reiner and Barry D.
Scheckner, each with full authority to act without the others, his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this registration statement, and
to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.


          Name                          Title                        Date
          ----                          -----                        ----

  /s/ David B. Cornstein     Chairman of the Board and         November 25, 1997
--------------------------   Director
   David B. Cornstein        


   /s/ Arthur E. Reiner      President, Chief Executive        November 25, 1997
--------------------------   Officer, Vice Chairman and   

    Arthur E. Reiner         Director (Principal Executive
                             Officer)                     


  /s/ Barry D. Scheckner     Senior Vice President and Chief   November 25, 1997
--------------------------   Financial Officer (Principal
   Barry D. Scheckner        Financial Officer)          


  /s/ Bruce E. Zurlnick      Treasurer (Principal Accounting   November 25, 1997
--------------------------   Officer)
    Bruce E. Zurlnick        


                                       -6-


<PAGE>


  /s/ Norman S. Matthews     Director                          November 25, 1997
--------------------------
   Norman S. Matthews


 /s/ James Martin Kaplan     Director                          November 25, 1997
--------------------------
   James Martin Kaplan


    /s/ Rohit M. Desai       Director                          November 25, 1997
--------------------------
     Rohit M. Desai


    /s/ Thomas H. Lee        Director                          November 25, 1997
--------------------------
      Thomas H. Lee


 /s/ Warren C. Smith, Jr.    Director                          November 25, 1997
--------------------------
  Warren C. Smith, Jr.



                                       -7-

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                           SEQUENTIALLY
                                                                                           NUMBERED
EXHIBIT           DESCRIPTION                                                              PAGE

<S>               <C>                               
  4.1             Finlay Enterprises, Inc. 1997 Long Term Incentive Plan (the
                  "Plan"), filed herewith.

  4.2             Form of agreement for employees relating to stock options
                  granted under the Plan, filed herewith.

  4.3             Restated Certificate of Incorporation of the Registrant
                  (incorporated by reference to Exhibit 3.1 to the Registrant's
                  Annual Report on Form 10-K for the fiscal year ended
                  January 28, 1995).

  4.4             Amended and Restated By-laws of the Registrant
                  (incorporated by reference to Exhibit 3.2 to the Registrant's
                  Registration Statement on Form S-1 (Registration No. 33-
                  88938)).

  5.1             Opinion of Zimet, Haines, Friedman & Kaplan, filed
                  herewith.

 23.1             Consent of Arthur Andersen LLP, filed herewith.

 23.2             Consent of Zimet, Haines, Friedman & Kaplan, set forth in the
                  opinion thereof filed herewith as Exhibit 5.1.
</TABLE>


                                       -8-
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20483}]
{"company-data": {"conformed-name": "FINLAY ENTERPRISES INC /DE", "cik": "0000878731", "assigned-sic": "5944", "irs-number": "133492802", "state-of-incorporation": "DE", "fiscal-year-end": "0202"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40967", "film-number": "97728127"}, "business-address": {"street1": "521 FIFTH AVE", "city": "NEW YORK", "state": "NY", "zip": "10175", "phone": "2123827400"}}
As filed with the Securities and Exchange Commission on November 25, 1997
                                                  Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            FINLAY ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                                  13-3492802
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)

  521 Fifth Avenue, New York, New York                       10175
(Address of Principal Executive Offices)                  (Zip Code)

             Finlay Enterprises, Inc. 1997 Long Term Incentive Plan
                            (Full title of the plan)

                              Bonni G. Davis, Esq.
                         Secretary and Corporate Counsel
                            Finlay Enterprises, Inc.
                                521 Fifth Avenue
                            New York, New York 10175
                     (Name and address of agent for service)

                                 (212) 808-2060
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                            James Martin Kaplan, Esq.
                        Zimet, Haines, Friedman & Kaplan
                                 460 Park Avenue
                            New York, New York 10022
                                 (212) 486-1700

                                                          ----------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                            Proposed maximum             Proposed maximum

Title of securities to be           Amount to be                offering                aggregate offering             Amount of
       registered                  registered(1)           price per share(2)                price(2)              registration fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value           350,000 shares              $14.910776                   $5,218,772                 $1,581.45
     $.01 per share
====================================================================================================================================
(1)     In addition, pursuant to Rule 416 under the Securities Act of 1933, as
        amended, this Registration Statement also covers an indeterminate number
        of shares which may be issued as a result of anti-dilution provisions
        contained in the 1997 Long Term Incentive Plan (the "Plan").

(2)     Estimated solely for purposes of determining the registration fee in
        accordance with Rule 457(h) under the Securities Act of 1933, as
        follows: (i) in the case of 35,185 shares underlying awards that
        remained available for grant under the Plan on the date of filing of
        this Registration Statement, based on the average of the high and low
        prices of the registrant's Common Stock reported on the Nasdaq National
        Market on November 19, 1997, which was $22.4375, and (ii) in the case of
        314,815 shares underlying awards outstanding under the Plan on the date
        of filing of this Registration Statement, based on the aggregate
        exercise price of $4,429,308.14, the aggregate price at which the awards
        may be exercised, which averages $14.0696 per share.
PART II

Item 3. Incorporation of Certain Documents by Reference

      The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated into this registration statement by
reference:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          February 1, 1997;

     (b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended May 3, 1997;

     (c)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
          ended August 2, 1997;

     (d)  All other reports filed by the Registrant pursuant to Section 13(a) or
          15(d) of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), since February 1, 1997; and

     (e)  The description of the Registrant's Common Stock, par value $.01 per
          share, contained in Amendment No. 1 to the Registrant's Registration
          Statement on Form S-1 (Registration No. 333- 34949), as filed with the

          Commission on September 23, 1997.

      All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.

Item 4. Description of Securities

      Not applicable.

Item 5. Interests of Named Experts and Counsel

      The legality of the securities being offered hereunder has been passed
upon by the law firm of Zimet, Haines, Friedman & Kaplan. James Martin Kaplan, a
member of such firm, is a director of the Registrant.

Item 6. Indemnification of Directors and Officers

      Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a provision in the certificate of incorporation of each corporation
organized thereunder, eliminating or limiting, with certain exceptions, the
personal liability of a director of the corporation or its stockholders for
monetary damages for certain breaches of fiduciary duty as a director. The
Restated Certificate of Incorporation of the Registrant eliminates the personal
liability of directors to the fullest extent permitted by the DGCL.

      Section 145 of the DGCL ("Section 145"), in summary, empowers a Delaware
corporation, within certain limitations, to indemnify its officers, directors,
employees and agents against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement, actually and reasonably incurred by them
in connection with any suit or proceeding other than by or on behalf of the
corporation, if they acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interest of the corporation, and, with respect
to a criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful.

      With respect to actions by or on behalf of the corporation, Section 145
permits a corporation to indemnify its officers, directors, employees and agents
against expenses (including attorneys' fees) actually and reasonably

                                       -2-
incurred in connection with the defense or settlement of such action or suit,
provided such person meets the standard of conduct described in the preceding
paragraph, except that no indemnification is permitted in respect of any claim
where such person has been found liable to the corporation, unless the Court of

Chancery or the court in which such action or suit was brought approves such
indemnification and determines that such person is fairly and reasonably
entitled to be indemnified.

      The Restated Certificate of Incorporation of the Registrant provides for
the indemnification of officers and directors and certain other parties
("Indemnitees") of the Registrant to the fullest extent permitted under Delaware
law; provided, that except in the case of proceedings to enforce rights to
indemnification, the Registrant shall indemnify such Indemnitee in connection
with a proceeding initiated by such Indemnitee only if such proceeding was
authorized by the Board of Directors of the Registrant.

      The Registrant maintains liability insurance covering its directors,
officers, employees and agents with respect to certain liabilities, not
including liabilities under the Securities Act, which they may incur in
connection with their serving as such directors, officers, employees or agents.

      The Registrant has entered into indemnification agreements with each of
its directors and executive officers. The indemnification agreements require,
among other things, that the Registrant indemnify its directors and executive
officers against certain liabilities and associated expenses arising from their
service as directors and executive officers of the Registrant and reimburse
certain related legal and other expenses. In the event of a Change in Control
(as defined therein), the Registrant will, upon request by an indemnitee under
the agreements, create and fund a trust for the benefit of such indemnitee
sufficient to satisfy reasonably anticipated claims for indemnification.
Although the indemnification agreements offer coverage similar to the provisions
in the Restated Certificate of Incorporation, they provide greater assurance to
directors and executive officers that indemnification will be available because,
as contracts, they cannot be modified unilaterally in the future by the Board of
Directors or by the stockholders to eliminate the rights they provide.

      The Registrant has also entered into employment agreements with certain of
its executive officers which contain provisions entitling the executive to
indemnification for losses incurred in the course of service to the Registrant
under certain circumstances.

Item 7.  Exemption from Registration Claimed

      Not applicable.

Item 8.  Exhibits

EXHIBIT                               DESCRIPTION

  4.1     Finlay Enterprises, Inc. 1997 Long Term Incentive Plan (the "Plan"),
          filed herewith.

  4.2     Form of agreement for employees relating to stock options granted
          under the Plan, filed herewith.

  4.3     Restated Certificate of Incorporation of the Registrant (incorporated
          by reference to Exhibit 3.1 to the Registrant's Annual Report on Form
          10-K for the fiscal year ended January 28, 1995).

  4.4     Amended and Restated By-laws of the Registrant (incorporated by
          reference to Exhibit 3.2 to the Registrant's Registration Statement on
          Form S-1 (Registration No. 33-88938)).

  5.1     Opinion of Zimet, Haines, Friedman & Kaplan, filed herewith.

 23.1     Consent of Arthur Andersen LLP, filed herewith.

                                       -3-
23.2     Consent of Zimet, Haines, Friedman & Kaplan, set forth in the opinion
          thereof filed herewith as Exhibit 5.1.

Item 9.  Undertakings

The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933, as amended (the "Securities Act");

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

          provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
     the registration statement is on Form S-3 or Form S-8, and the information
     required to be included in a post-effective amendment by those paragraphs
     is contained in periodic reports filed by the registrant pursuant to
     Section 13 or Section 15(d) of the Exchange Act that are incorporated by
     reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment

     any of the securities being registered which remain unsold at the
     termination of the offering.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling persons in connection with the securities being

                                       -4-
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       -5-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 25th day of
November, 1997.

                                       FINLAY ENTERPRISES, INC.

                                       By /s/ Arthur E. Reiner
                                         ---------------------------------------
                                          Arthur E. Reiner
                                          President, Chief Executive Officer and
                                          Vice Chairman

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints each of Arthur E. Reiner and Barry D.
Scheckner, each with full authority to act without the others, his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this registration statement, and
to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.

          Name                          Title                        Date
          ----                          -----                        ----

  /s/ David B. Cornstein     Chairman of the Board and         November 25, 1997
--------------------------   Director
   David B. Cornstein        

   /s/ Arthur E. Reiner      President, Chief Executive        November 25, 1997
--------------------------   Officer, Vice Chairman and   

    Arthur E. Reiner         Director (Principal Executive
                             Officer)                     

  /s/ Barry D. Scheckner     Senior Vice President and Chief   November 25, 1997
--------------------------   Financial Officer (Principal
   Barry D. Scheckner        Financial Officer)          

  /s/ Bruce E. Zurlnick      Treasurer (Principal Accounting   November 25, 1997
--------------------------   Officer)
    Bruce E. Zurlnick        

                                       -6-
/s/ Norman S. Matthews     Director                          November 25, 1997
--------------------------
   Norman S. Matthews

 /s/ James Martin Kaplan     Director                          November 25, 1997
--------------------------
   James Martin Kaplan

    /s/ Rohit M. Desai       Director                          November 25, 1997
--------------------------
     Rohit M. Desai

    /s/ Thomas H. Lee        Director                          November 25, 1997
--------------------------
      Thomas H. Lee

 /s/ Warren C. Smith, Jr.    Director                          November 25, 1997
--------------------------
  Warren C. Smith, Jr.

                                       -7-
EXHIBIT INDEX
SEQUENTIALLY
                                                                                           NUMBERED
EXHIBIT           DESCRIPTION                                                              PAGE
4.1             Finlay Enterprises, Inc. 1997 Long Term Incentive Plan (the
                  "Plan"), filed herewith.

  4.2             Form of agreement for employees relating to stock options
                  granted under the Plan, filed herewith.

  4.3             Restated Certificate of Incorporation of the Registrant
                  (incorporated by reference to Exhibit 3.1 to the Registrant's
                  Annual Report on Form 10-K for the fiscal year ended
                  January 28, 1995).

  4.4             Amended and Restated By-laws of the Registrant
                  (incorporated by reference to Exhibit 3.2 to the Registrant's
                  Registration Statement on Form S-1 (Registration No. 33-
                  88938)).

  5.1             Opinion of Zimet, Haines, Friedman & Kaplan, filed
                  herewith.

 23.1             Consent of Arthur Andersen LLP, filed herewith.

 23.2             Consent of Zimet, Haines, Friedman & Kaplan, set forth in the
                  opinion thereof filed herewith as Exhibit 5.1.
-8-